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HomeMy WebLinkAboutMINUTES - 02142017 - Board of SupervisorsCALENDAR FOR THE BOARD OF SUPERVISORS CONTRA COSTA COUNTY AND FOR SPECIAL DISTRICTS, AGENCIES, AND AUTHORITIES GOVERNED BY THE BOARD BOARD CHAMBERS ROOM 107, ADMINISTRATION BUILDING, 651 PINE STREET MARTINEZ, CALIFORNIA 94553-1229 FEDERAL D. GLOVER, CHAIR, 5TH DISTRICT KAREN MITCHOFF, VICE CHAIR, 4TH DISTRICT JOHN GIOIA, 1ST DISTRICT CANDACE ANDERSEN, 2ND DISTRICT DIANE BURGIS, 3RD DISTRICT DAVID J. TWA, CLERK OF THE BOARD AND COUNTY ADMINISTRATOR, (925) 335-1900 PERSONS WHO WISH TO ADDRESS THE BOARD DURING PUBLIC COMMENT OR WITH RESPECT TO AN ITEM THAT IS ON THE AGENDA, MAY BE LIMITED TO TWO (2) MINUTES. A LUNCH BREAK MAY BE CALLED AT THE DISCRETION OF THE BOARD CHAIR. The Board of Supervisors respects your time, and every attempt is made to accurately estimate when an item may be heard by the Board. All times specified for items on the Board of Supervisors agenda are approximate. Items may be heard later than indicated depending on the business of the day. Your patience is appreciated. ANNOTATED AGENDA & MINUTES February 14, 2017                  9:00 A.M. Convene and announce adjournment to closed session in Room 101. Closed Session A. CONFERENCE WITH LABOR NEGOTIATORS 1. Agency Negotiators: David Twa and Bruce Heid. Employee Organizations: Contra Costa County Employees’ Assn., Local No. 1; Am. Fed., State, County, & Mun. Empl., Locals 512 and 2700; Calif. Nurses Assn.; Service Empl. Int’l Union, Local 1021; District Attorney’s Investigators Assn.; Deputy Sheriffs Assn.; United Prof. Firefighters, Local 1230; Physicians’ & Dentists’ Org. of Contra Costa; Western Council of Engineers; United Chief Officers Assn.; Service Employees International Union Local 2015; Contra Costa County Defenders Assn.; Probation Peace Officers Assn. of Contra Costa County; Contra Costa County Deputy District Attorneys’ Assn.; and Prof. & Tech. Engineers, Local 21, AFL-CIO; Teamsters Local 856. 2. Agency Negotiators: David Twa. Unrepresented Employees: All unrepresented employees. B. CONFERENCE WITH LEGAL COUNSEL--ANTICIPATED LITIGATION Initiation of litigation pursuant to Gov. Code, § 54956.9(d)(4): One potential case 9:30 A.M. Call to order and opening ceremonies. Inspirational Thought- "Where there is love there is life."~ Mahatma Gandhi Present: John Gioia, District I Supervisor; Candace Andersen, District II Supervisor; Diane Burgis, District III Supervisor; Karen Mitchoff, District IV Supervisor; Federal D. Glover, District V Supervisor Staff Present:David Twa, County Administrator February 14, 2017 Contra Costa County Board of Supervisors 1 CONSIDER CONSENT ITEMS (Items listed as C.1 through C.85 on the following agenda) – Items are subject to removal from Consent Calendar by request of any Supervisor or on request for discussion by a member of the public. Items removed from the Consent Calendar will be considered with the Discussion Items.   PRESENTATIONS (5 Minutes Each)   PRESENTATION to recognize the participation and generosity of County employees in the 2016 Counties Care Holiday Food Fight, as recommended by the County Administrator. (Larry Sly, Executive Director, Food Bank, Kate Sibley, Executive Assistant, LAFCO)    AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover DISCUSSION ITEMS    By unanimous vote of the Board, with all Supervisors present, ADDED Urgency Item (U.1) to the calendar, to adopt a resolution declaring a state of emergency in Contra Costa County due to storm damage caused by storms beginning in January and continuing through February 2017.   D. 1 CONSIDER Consent Items previously removed.    There were no items removed from consent.   D. 2 PUBLIC COMMENT (2 Minutes/Speaker)    There were no requests to speak at Public Comment.   U.1 CONSIDER adopting Resolution No. 2017/65 to proclaim the existence of a local emergency arising out of the damage caused in this County by the series of rainstorms in January and February 2017. (David Twa, County Administrator)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D.3 ACCEPT the Lower Walnut Creek Restoration Project Status Update, Martinez area. (No fiscal impact) (Paul Detjens, Public Works Department)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D.4 CONSIDER approving and authorizing the Chair of the Board of Supervisors to execute the Third Amendment to the County’s Franchise Agreement with Crockett Sanitary Service, Inc., effective March 1, 2017, as well as the implementation of a 14.28% solid waste collection rate increase and on-call bulky item collection service for residents effective April 1, 2017, and a 4.99% solid waste collection rate increase and enhanced on-call and clean-up services effective April 1, 2018, and authorizing related actions under the California Environmental Quality Act. (Deidra Dingman, Conservation and Development Department)       By unanimous vote the Board waived the Better Government Ordinance 96-hour time limit to accept additional material into the record as part of the item (supplemental rate increase option for 2018 regarding rate increase to 5.33% versus 4.99%, Contractor required to provide up to 24 right-of-way pick-ups to remove illegally dumped debris per year). ADOPTED the recommendations, as amended today, for a 5.33% residential and commercial solid February 14, 2017 Contra Costa County Board of Supervisors 2 waste collection rate increase effective April 1, 2018, and a provision for Contractor to provide up to 24 right-of-way pickups of illegally dumped debris.     AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D.5 CONSIDER accepting the report from the Employment and Human Services Department regarding the impacts of technology on client access to public benefits, as recommended by the Family and Human Services Committee. (Kathy Gallagher, Employment and Human Services Director)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D.6 HEARING in connection with the issuance by the County of Contra Costa Public Financing Authority (“Authority”) of its Lease Revenue Bonds Refunding and Capital Projects 2017 Series A (“Bonds”); CONSIDER adopting Resolution No. 2017/57, approving the issuance of the Bonds by the Authority, in an aggregate principal amount not to exceed $105 million to finance various capital projects and to refund various existing lease revenue bonds, authorizing the execution of various leases and related-financing documents and authorizing necessary related actions. (Timothy Ewell, County Administrator’s Office) (Consider with D.7)       CLOSED Public Hearing; ACKNOWLEDGED and reaffirmed previous approvals of projects ADOPTED Resolution No. 2017/57, approving the issuance by the Contra Costa Public Financing Authority of Lease Revenue Bonds, 2017 Series A; APPROVED and AUTHORIZED the forms of and directing the execution and delivery of a Trust Agreement, Site Lease, Facilities Lease, a Continuing Covenant Agreement, an Escrow Agreement and related financing documents; and APPROVED and AUTHORIZED the taking of necessary actions and the execution of necessary documents in connection therewith.    AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D.7 CONSIDER adopting, as the Governing Board of the County of Contra Costa Public Financing Authority, Resolution No. 2017/56, approving the issuance by the Contra Costa Public Financing Authority of Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A, in a principal amount not to exceed $105,000,000 to finance various capital projects and a refunding of outstanding bonds for savings, authorizing the forms of and directing the execution and delivery of related financing documents; and CONSIDER authorizing the taking of necessary actions and the execution of necessary documents in connection therewith. (Timothy Ewell, Senior Deputy County Administrator) (Consider with D.6)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D. 8 CONSIDER reports of Board members.    Chair Glover wished all of Contra Costa County a Happy Valentines Day.   Closed Session   ADJOURN in memory of February 14, 2017 Contra Costa County Board of Supervisors 3 ADJOURN in memory of William Maxfield Former Fire Chief, Contra Costa County Fire Protection District   CONSENT ITEMS   Road and Transportation   C. 1 AUTHORIZE the Public Works Director, or designee, to advertise for the 2017 on-call sweeping services Contract(s) for various road maintenance work, for routine maintenance of existing road pavement, Countywide. (100% Local Road Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 2 AUTHORIZE the Public Works Director, or designee, to advertise for the 2017 on-call grinding services Contract(s) for various road maintenance work, for routine maintenance and repair of existing road pavement, Countywide. (100% Local Road Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 3 ADOPT Resolution No. 2017/62 finding and declaring that an emergency exists and AUTHORIZE the Public Works Director to proceed in the most expeditious manner with the Alhambra Valley Road Repair Project, Pinole area. (100% Local Road Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Engineering Services   C. 4 ADOPT Resolution No. 2017/42 approving the Final Map and Subdivision Agreement for subdivision SD13-09352, for a project being developed by Civic Property Group, Inc., Sole Member, Driftwood Community, LLC, as recommended by the Public Works Director, Bay Point area. (No fiscal impact)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 5 ADOPT Resolution No. 2017/45 approving the fourth extension of the Subdivision Agreement for subdivision SD03-08744, for a project being developed by Discovery Builders, Inc., as recommended by the Public Works Director, Martinez area. (No fiscal impact)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Special Districts & County Airports   C. 6 APPROVE and AUTHORIZE the Public Works Director, or designee, to expand the Adopt-A-Road Program, to include other publicly-owned facilities and initiate an outreach campaign to recruit volunteers to remove trash from these facilities, Countywide. (100% Stormwater Utility Assessment funds)      February 14, 2017 Contra Costa County Board of Supervisors 4  AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 7 APPROVE and AUTHORIZE the Director of Airports, or designee, to execute a month-to-month hangar rental agreement with JC Smith and Lawrence Chan for a T-hangar at Buchanan Field Airport effective February 1, 2017 in the monthly amount of $394.10. (100% Airport Enterprise Fund)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Claims, Collections & Litigation   C. 8 DENY claims filed by Alsco, Inc., Neale Miglani, Soudabeh Nikmorad, Juan Partida, and Morgan Sanders.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Statutory Actions   C. 9 APPROVE Board meeting minutes for January 2017, as on file with the Office of the Clerk of the Board.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Honors & Proclamations   C. 10 ADOPT Resolution No. 2017/40 honoring the remembrance of Probation Counselor Willie T. Miller, as recommended by the County Probation Officer.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 11 ADOPT Resolution No. 2017/55 recognizing the 75th anniversary of the enactment of Presidential Executive Order 9066 by Franklin D. Roosevelt calling for the internment of Japanese Americans during WWII, and issuing a formal apology to Contra Costa residents of Japanese American descent for the personal and financial loss they suffered, as recommended by Supervisor Glover.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 12 ADOPT Resolution No. 2017/47 recognizing Sam Saleh as the 2017 Moraga Business Person of the Year, as recommended by Supervisor Andersen.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 13 ADOPT Resolution No. 2017/49 recognizing Brian Waters as the 2017 recipient of the William Penn Mott, Jr. Environmental Award, as recommended by Supervisor Andersen.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor February 14, 2017 Contra Costa County Board of Supervisors 5  AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 14 ADOPT Resolution No. 2017/50 recognizing Fix Orinda Roads as the 2016 Orinda Volunteer of the Year, as recommended by Supervisor Andersen.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 15 ADOPT Resolution No. 2017/54 to recognize the participation and generosity of County employees in the 2016 Counties Care Holiday Food Fight, as recommended by the County Administrator.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Appointments & Resignations   C. 16 ACCEPT the resignation of Gerald Richards, DECLARE vacant the Local Committee Hercules seat on the Advisory Council on Aging, and DIRECT the Clerk of the Board to post the vacancy, as recommended by the Employment and Human Services Director.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 17 ACCEPT the resignation of Cathy Cratty, DECLARE a vacancy in the Consumer 60 or Older 2 seat on the In-Home Supportive Services Public Authority Committee, and DIRECT the Clerk of the Board to post the vacancy, as recommended by the Employment and Human Services Director.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 18 APPOINT Lily-Ann Lidji to the District 3 seat on the Emergency Medical Care Committee, as recommended by Supervisor Burgis.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 19 REAPPOINT Bob Mankin to the Appointee 2 seat and Gaylin Zeigler to the Appointee 4 seat on the Discovery Bay P-6 Citizen Advisory Committee, as recommended by Supervisor Burgis.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 20 REAPPOINT Gordon 'Nate' Ball to the Appointee 1 seat, Mark Cordone to the Appointee 5 seat, Jason Dudum to the Appointee 6 seat, Robert Besse to the Appointee 7 seat and Linda Schultz to the 1st Alternate Seat on the County Service Area P-5 Citizens Advisory Committee, as recommended by Supervisor Andersen.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 21 REAPPOINT William Nelson to the Appointee 2 seat, David Dolter to the Appointee 6 seat, Karen McPherson to the Appointee 8 seat, and Joe Rubay to the 1st Alternate seat on the Alamo Police Services Advisory Committee, as recommended by Supervisor Andersen.      February 14, 2017 Contra Costa County Board of Supervisors 6  AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 22 REAPPOINT Anthony Hodge to the Appointee 1 seat, Deborah Drake to the Appointee 2 seat, Clover Mahn to the Appointee 3 seat, and Theresa Foglio to the Appointee 4 seat on the Rodeo Municipal Advisory Council, as recommended by Supervisor Glover.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 23 REAPPOINT Kay Perry-Thayer to the Appointee 1 seat, Nam Trinh to the Appointee 3 seat, Olivier Fontana to the Appointee 4 seat, and Shawn Garcia to the Appointee 5 seat on the Pacheco Municipal Advisory Council, as recommended by Supervisor Glover.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 24 REAPPOINT Trina Hudson to the Appointee 1 seat, Eva Garcia to the Appointee 2 seat, Lupe Lopez to the Appointee 3 seat, Vicki Zumwalk to the Appointee 4 seat, Debra Mason to the Appointee 5 seat, Sterling Stevenson to the Appointee 6 seat, and Charles Tremaine to the Appointee 7 seat on the Bay Point Municipal Advisory Council, as recommended by Supervisor Glover.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Appropriation Adjustments   C. 25 Health Services Public Health (0450): APPROVE Appropriation and Revenue Adjustment No. 5051 authorizing an increase to appropriations of $20,000 for capital assets and revenue for the purchase of one (1) vehicle, for Public Health’s Tuberculosis (TB) Program which will be utilized to implement the Directly Observed Therapy TB services in Contra Costa County. (100% State)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Personnel Actions   C. 26 ADOPT Position Adjustment Resolution No. 21997 to cancel one Sheriff's Crime Analyst (represented) position and add one Sheriff's Specialist (represented) position in the Sheriff's Office - Investigations Division. (Cost savings)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 27 ADOPT Position Adjustment Resolution No. 22027 to establish the class of Child Support Assistant Supervisor (represented) and reclassify two Clerical Supervisor (represented) positions and its incumbents to the newly established class in the Department of Child Support Services. (34% State; 66% Federal)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 28 ADOPT Position Adjustment Resolution No. 22028 to add one Mental Health Community Support Worker II (represented) in the Health Services Department. (100% General Fund)      February 14, 2017 Contra Costa County Board of Supervisors 7   AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 29 ADOPT Position Adjustment Resolution No. 22026 to add one Executive Secretary-Exempt (unrepresented) position and cancel one Executive Secretary-DCSS (unrepresented) position in the Department of Child Support Services. (No fiscal impact)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 30 ADOPT Resolution No. 2017/58 reallocating the salary of a number of classifications in the County Administrator’s Office and abolishing the classifications of Deputy County Administrator and Principal Management Analyst – Project. (77% General Fund; 23% Other Fund Transfers)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Leases   C. 31 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a license agreement with the East Bay Regional Park District for a five-year term beginning February 1, 2017, with three optional five-year extensions, to use District property for the County’s Vollmer Peak telecommunications tower at a rate of $2,400 per month, Orinda area. (100% General Fund)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Grants & Contracts   APPROVE and AUTHORIZE execution of agreements between the County and the following agencies for receipt of fund and/or services:   C. 32 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute, a contract amendment, effective April 1, 2016, with the California Department of Public Health, to increase the amount payable to County by $17,650 to a new payment limit of $1,501,585 for additional County Public Health HIV Care and Minority AIDS Initiative Project services, with no change in the original term of April 1, 2016 through March 31, 2019. (No County match)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 33 ADOPT Resolution No. 2017/46 authorizing the Sheriff-Coroner, or designee, to apply for and accept a grant from the California Office of Traffic Safety in an initial amount of $452,938 for the Sheriff's Office - Forensic Services Unit to purchase a Liquid Chromatography Mass Spectrometry Instrument and Nitrogen Generator beginning October 1, 2017 to the end of the grant period. (100% State)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 34 APPROVE and AUTHORIZE the Public Defender, or designee, to apply for and accept a grant in the amount of $50,000 from the San Francisco Foundation for the Proposition 47 Outreach Program, for the period April 1, 2017 through November 30, 2017. (No County match)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor February 14, 2017 Contra Costa County Board of Supervisors 8  AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 35 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract amendment with California Department of Community Services and Development, effective December 30, 2016, with no change to payment limit of $115,014 for Department of Energy Weatherization Assistance Program and extend the term through June 30, 2017. (No County match)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover APPROVE and AUTHORIZE execution of agreement between the County and the following parties as noted for the purchase of equipment and/or services:   C. 36 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract with Embassy Suites Hotel Walnut Creek requiring the County's assumption of liability for damages that may be caused by attendees, in an amount not to exceed $9,500; and to host the Heritage Project Options for Recovery Program Caregivers Retreat and Training event scheduled for April 12, 2017, with anticipated costs for the event not to exceed $20,000. (100% State)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 37 APPROVE clarification of Board action of December 6, 2016 (Item C.83), which authorized the Health Services Director to contract with Lee A. Shratter, M.D., a professional corporation, for radiology services, to reflect the name of the contractor as Lee A. Shratter, M.D., an individual, with no change in the payment limit of $900,000 and no change in the term of January 1, 2017 through December 31, 2019. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 38 APPROVE the bid documents, including the contract General Conditions, Technical Specifications, and Construction Task Catalog for job order contracts 004, 005, 006, and 007 for future repair and remodeling projects at various County facilities; and AUTHORIZE the Public Works Director, or designee, to solicit bids to be received on or about March 23, 2017, and to issue bid addenda, as needed, for clarification of the contract bid documents, Countywide. (100% Various Funds)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 39 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract amendment with Interactive Resources, Inc., effective February 7, 2017, to increase the payment limit by $400,000, to a new payment limit of $900,000, and to extend the term to October 13, 2019 with a one-year extension option, for as-needed architectural services, Countywide. (100% Various Funds)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 40 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a construction contract with Southland Construction Management, Inc., in the amount of $769,335 for the Remodeling of the 1st, 3rd, and 4th Floors at 900 Ward Street, Martinez. (100% General Fund)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor February 14, 2017 Contra Costa County Board of Supervisors 9  AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 41 APPROVE the allocation of $75,000 of Housing Opportunities for Persons with HIV/AIDS (HOPWA) funds from Fiscal Years 2016/17 and 2017/18 to Resources for Community Development to assist in the construction of a mixed-use development that will include 45 units of multifamily affordable housing called the St. Paul’s Commons project in the City of Walnut Creek, as recommended by the Conservation and Development Director. (100% HOPWA Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 42 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with Shelter, Inc. of Contra Costa County, effective February 1, 2017, to increase the payment limit by $246,226 to a new payment limit of $2,276,673 to provide additional housing assistance services, with no change in the original term of August 1, 2016 through June 30, 2017. (100% Mental Health Services Act)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 43 APPROVE and AUTHORIZE the Conservation and Development Director, or designee, to execute a contract amendment with Urban Tilth, Inc., to provide electrical and security infrastructure, and to reapportion the existing contract budget to add the development of an Urban Farm in North Richmond, with no change to the payment limit of $457,000 or the term of December 31, 2015 through December 31, 2018. (100% Park Dedication/Park Impact Funds)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 44 APPROVE and AUTHORIZE the Chief Engineer, or designee, of the Contra Costa County Flood Control and Water Conservation District, to execute a contract amendment with Environmental Science Associates, to extend the term from February 14 through December 31, 2017 and increase the payment limit by $200,000 to a new payment limit of $790,042, to provide planning and project development services for the Lower Walnut Creek Restoration Project, Martinez area. (100% Flood Control District Zone 3B Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 45 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Bay Area Retina Associates in an amount not to exceed $1,000,000 to provide ophthalmology services for Contra Costa Health Plan members, for the period February 1, 2017 through January 31, 2019. (100% Contra Costa Health Plan Enterprise Fund II)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 46 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Manoj Desai, M.D., in an amount not to exceed $300,000 to provide pediatric primary care services for Contra Costa Health Plan members, for the period February 1, 2017 through January 31, 2019. (100% Contra Costa Health Plan Enterprise Fund II)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover February 14, 2017 Contra Costa County Board of Supervisors 10 C. 47 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with The Greeley Company, LLC, in an amount not to exceed $350,000 to provide consulting for regulatory compliance, on-site nursing management, and data analysis services at Contra Costa Regional Medical Center and Health Centers, for the period January 1 through December 31, 2017. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 48 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Contra Costa Interfaith Housing, Inc., in an amount not to exceed $430,000 to provide housing and other support services to families that are homeless, for the period November 1, 2016 through September 30, 2017. (95% Housing and Urban Development Coordinated Entry; 5% County)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 49 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Noel T.D. Chiu, M.D., a medical corporation, in an amount not to exceed $800,000 to provide dermatology services for Contra Costa Health Plan members, for the period February 1, 2017 through January 31, 2019. (100% Contra Costa Health Plan Enterprise Fund II)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 50 APPROVE and AUTHORIZE the County Administrator, or designee, to execute a contract with Resource Development Associates in an amount not to exceed $170,000 to provide facilitation and data analysis services to the Racial Justice Task Force, for the period February 14, 2017 through June 30, 2018. (100% AB 109 Public Safety Realignment funds)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 51 APPROVE and AUTHORIZE the Health Services Director, or designee to execute a contract with Dell Marketing L.P., in an amount not to exceed $239,250 for the purchase of data storage hardware, professional services, and support for the period of February 15, 2017 through March 31, 2018, and annually renewing thereafter. (100% Hospital Enterprise Fund I)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 52 APPROVE and AUTHORIZE the Purchasing Agent, on behalf of the Health Services Director, to execute purchase order amendment with OmniPro, LLC to increase the payment limit by $200,000 to a new payment limit of $350,000 for additional Lenovo Mini Personal Computers, laptops, and monitors for a period of September 1, 2016 through August 31, 2017. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 53 AUTHORIZE the Purchasing Agent to execute, on behalf of the Health Services Director, purchase orders for food at Whole Person Care Pilot Program community advisory meetings in an amount not to exceed $2,000 for all meetings, and $5 Safeway gift cards for client incentives in an amount not to exceed $2,000, for the period January 1 through December 31, 2017. (100% State Whole Person Care Pilot funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor February 14, 2017 Contra Costa County Board of Supervisors 11  AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 54 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with La Quesha Green, LCSW, in an amount not to exceed $120,000 to provide Medi-Cal specialty mental health services, for the period February 1, 2017 through June 30, 2018. (50% State; 50% Federal)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 55 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Alex Smirnoff, M.D., in an amount not to exceed $140,000, to provide Medi-Cal specialty mental health services, for the period February 1, 2017 through June 30, 2018. (50% State; 50% Federal)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 56 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract containing modified indemnification language with Garda CL West, Inc., in the amount of $22,500, to provide armored transport services to the Contra Costa Health Services Department, for the period February 1, 2017 through January 31, 2018. (100% Hospital Enterprise Fund I)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 57 APPROVE and AUTHORIZE the Auditor-Controller to issue payment to Anka Behavioral Health, Inc., in the amount of $30,000 for the additional mental health outreach services provided to homeless mentally ill clients during the period July 1 through December 31, 2016. (100% Mental Health Realignment)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 58 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Suraj Cherry, M.D., in an amount not to exceed $400,000 to provide ophthalmology service to Contra Costa Health Plan members, for the period March 1, 2017 through February 28, 2019. (100% Contra Costa Health Plan Enterprise Fund II)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 59 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Young M. Kim, M.D. (dba Young’s OB/GYN), in an amount not to exceed $400,000 to provide obstetrics and gynecology services for Contra Costa Health Plan members, for the period March 1, 2017 through February 28, 2019. (100% Contra Costa Health Plan Enterprise Fund II)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 60 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment, effective February 1, 2017, with Ujima Family Recovery Services, to increase the payment limit by $20,000 to a new payment limit of $689,500 to provide additional services to clients enrolled in the Substance Abuse and Mental Health Services for the California Work Opportunity and Responsibility to Kids program, with no change in the original term of July 1, 2016 through June 30, 2017. (100% Substance Abuse and Mental Health CalWorks)      February 14, 2017 Contra Costa County Board of Supervisors 12   AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 61 APPROVE and AUTHORIZE the Auditor-Controller to issue payment to Jon Whalen, M.D., in the amount of $80,000 for additional professional outpatient psychiatric and administrative services during the period November 1, 2016 through January 31, 2017. (50% Mental Health Realignment; 50% Federal Financial Participation)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 62 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with Susan Martinez (dba God's Grace Homes), effective February 1, 2017, to increase the payment limit by $50,000 to a new payment limit of $288,800 to provide additional augmented board and care services, with no change in the original term of July 1, 2016 through June 30, 2017. (100% Mental Health Realignment)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 63 APPROVE and AUTHORIZE the Sheriff-Coroner, or designee to execute a contract with O3, Inc., in an amount not to exceed $120,000 to provide the Emergency Services Unit with WebEOC software support for the term of April 1, 2017 through March 31, 2019. (100% General Fund)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 64 APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute a contract amendment with John Meyers to increase the payment limit by $9,000 to a new payment limit of $369,800 for helicopter pilot services for the period July 1, 2016 through June 30, 2018 .(65% State, 34% CSA P-6 zone funds, 1% Agency user fees)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 65 APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute a contract amendment with Ron Haver to increase the payment limit by $9,000 to a new payment limit of $39,000 for helicopter pilot services for the period January 1, 2017 through December 31, 2017. (65% State, 34% CSA P-6 zone funds, 1% Agency user fees)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 66 APPROVE and AUTHORIZE the Purchasing Agent to execute, on behalf of the Sheriff-Coroner, a purchase order with Surtec Inc., in the amount of $150,000 to supply the County's detention facilities with custodial supplies/specialty products and janitorial equipment repair for the period March 1, 2017 through February 28, 2018. (100% General Fund)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 67 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Protiviti Government Services, Inc., in an amount not to exceed $110,000, to provide recruitment, temporary help and consultation services for the Department’s Health Services Information Systems Division, for the period from February 1, 2017 through June 30, 2018. (100% Hospital Enterprise Fund I)      February 14, 2017 Contra Costa County Board of Supervisors 13  AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 68 APPROVE and AUTHORIZE the County Administrator, or designee, to execute a contract amendment with cFive Solutions, Inc. (formerly Capita Technologies, Inc.), to reflect the change in the contractor's name and authorized representative, with no other material changes, for the continuing provision of software, licensing, and system implementation support for the Probation case management system, through June 20, 2018.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Other Actions   C. 69 APPROVE and AUTHORIZE the Conservation and Development Director to execute a Subordination Agreement between the County and First Republic Bank, to enable Rubicon Programs to refinance debt on low-income apartment housing that was secured by a County Mental Health Services Act grant and Deed of Trust. (100% MHSA Grant Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 70 ACCEPT report from the Planning Integration Team for Community Health (PITCH) on accomplishments since the previous PITCH report in November 2015, as recommended by the Public Health, Public Works and Conservation and Development Director's.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 71 DECLARE as surplus and AUTHORIZE the Purchasing Agent, or designee, to dispose of fully depreciated vehicles and equipment no longer needed for public use, as recommended by the Public Works Director, Countywide. (No fiscal impact)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 72 APPROVE the Roof Top Equipment, Americans with Disabilities Act, and Fire Life Safety Upgrades Project at 4491 Bixler Road, Byron, and related actions under the California Environmental Quality Act, as recommended by the Public Works Director. (100% General Fund)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 73 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with San Diego State University Foundation to provide supervised field instruction to dietitian students, for the period from February 1, 2017 through December 31, 2019. (Non-financial agreement)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 74 CONTINUE the emergency action originally taken by the Board of Supervisors effective January 19, 2017 regarding the hazardous conditions caused by a series of severe rainstorms in Contra Costa County, as recommended by the County Administrator.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor February 14, 2017 Contra Costa County Board of Supervisors 14  AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 75 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to issue a Request for Proposals in an amount not to exceed $195,000 for Comprehensive Job Services for Limited English Proficient Services for California Work Opportunity and Responsibility to Kids/Welfare-to-Work participants, for the period July 1, 2017 through June 30, 2018. (100% Federal)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 76 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to issue a Request for Proposals in an amount not to exceed $317,125 for Comprehensive Domestic Violence Services to California Work Opportunity and Responsibility to Kids/Welfare-to-Work clients for the period July 1, 2017 through June 30, 2018. (100% Federal)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 77 CONSENT to the West Contra Costa Healthcare District’s resolution of February 1, 2017, dissolving the Governing Body for Doctor’s Medical Center, terminating the Governing Body Bylaws, and amending the District’s Bylaws to reflect the change; and AFFIRM that such actions are appropriate in light of closure of the Hospital and do not contravene certain agreements between the County and District, as recommended by the County Administrator.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 78 ADOPT Resolution No. 2017/60 delegating authority to Health Service Director, or designee Behavioral Health Services Director, to execute, if awarded, the Proposition 47 grant agreement and any amendments thereof with the Board of State and Community Corrections (BSCC); resolving that grant funds shall not be used to supplant expenditures; and further resolving that the Health Services Department will abide by the terms and conditions of the Grant Agreement as set forth by BSCC.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 79 CONTINUE the emergency action originally taken by the Board of Supervisors on November 16, 1999, and most recently approved by the Board on February 7, 2017, regarding the issue of homelessness in Contra Costa County, as recommended by the Health Services Director. (No fiscal impact)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 80 ADOPT Resolution No. 2017/52 calling and noticing election of Retirement Board Members Number 3 (general), 7 and 7 Alternate (safety members of the Association ), as recommended by the Contra Costa County Employees’ Retirement Association Board.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 81 APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute a License Agreement with    February 14, 2017 Contra Costa County Board of Supervisors 15 C. 81 APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute a License Agreement with the United States of America by the Secretary of the Navy, allowing the County to use a portion of the former Naval Weapons Station in Concord to conduct public safety training, for the period of December 16, 2016 through December 15, 2017 and APPROVE and AUTHORIZE the Sheriff, or designee, to enter into Sublicense Agreements with other public agencies, in the form attached, allowing the public agencies to use the County-licensed portion of the former Naval Weapons Station in Concord to conduct public safety training, for the period ending December 15, 2017. (No fiscal impact)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 82 APPROVE and AUTHORIZE the allocations of $3,031,696 in Community Development Block Grant funds; and $2,506,601 in HOME Investment Partnerships Act funds to support the construction of 199 units in 4 affordable multi-family housing projects located in North Richmond, Richmond, Pittsburg and Walnut Creek; the rehabilitation of 102 units in three projects in Antioch and Richmond; and the rehabilitation or repair of 55 homes throughout the County, as recommended by the Affordable Housing Finance Committee. (100% Federal funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 83 ADOPT Resolution No. 2017/63 authorizing the issuance and sale of "Moraga Elementary School District General Obligation Bonds, Election of 2016, Series A" in an amount not to exceed $12,000,000 by the Moraga Elementary School District on its own behalf pursuant to Sections 15140 and 15146 of the Education Code, as permitted by Section 53508.7(c) of the Government Code, as recommended by the County Administrator. (No County fiscal impact)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 84 APPROVE clarification of Board action of December 8, 2015, (C.96), which authorized the Health Services Director to execute a contract with Regents of the University of California for residency student field instruction, to reflect the contractor's correct name as Children’s Hospital & Research Center at Oakland, dba UCSF Benioff Children’s Hospital – Oakland for the period from December 1, 2015 through December 31, 2020. (Non-financial agreement)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 85 APPROVE and AUTHORIZE the Conservation and Development Director, or designee, to execute third amendment to the Amended and Restated Predevelopment Loan Agreement for the Heritage Point predevelopment project with Community Housing Development Corporation of North Richmond, to increase the principal amount of the loan by $226,500 to a new loan amount of $877,200, and take related actions. (100% Housing Successor funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover   GENERAL INFORMATION The Board meets in all its capacities pursuant to Ordinance Code Section 24-2.402, including as the Housing Authority and the Successor Agency to the Redevelopment Agency. Persons who wish to address the Board should complete the form provided for that purpose and furnish a copy of any written statement to the Clerk. Any disclosable public records related to an open session item on a regular meeting agenda and distributed by the February 14, 2017 Contra Costa County Board of Supervisors 16 Clerk of the Board to a majority of the members of the Board of Supervisors less than 72 hours prior to that meeting are available for public inspection at 651 Pine Street, First Floor, Room 106, Martinez, CA 94553, during normal business hours. All matters listed under CONSENT ITEMS are considered by the Board to be routine and will be enacted by one motion. There will be no separate discussion of these items unless requested by a member of the Board or a member of the public prior to the time the Board votes on the motion to adopt. Persons who wish to speak on matters set for PUBLIC HEARINGS will be heard when the Chair calls for comments from those persons who are in support thereof or in opposition thereto. After persons have spoken, the hearing is closed and the matter is subject to discussion and action by the Board. Comments on matters listed on the agenda or otherwise within the purview of the Board of Supervisors can be submitted to the office of the Clerk of the Board via mail: Board of Supervisors, 651 Pine Street Room 106, Martinez, CA 94553; by fax: 925-335-1913. The County will provide reasonable accommodations for persons with disabilities planning to attend Board meetings who contact the Clerk of the Board at least 24 hours before the meeting, at (925) 335-1900; TDD (925) 335-1915. An assistive listening device is available from the Clerk, Room 106. Copies of recordings of all or portions of a Board meeting may be purchased from the Clerk of the Board. Please telephone the Office of the Clerk of the Board, (925) 335-1900, to make the necessary arrangements. Forms are available to anyone desiring to submit an inspirational thought nomination for inclusion on the Board Agenda. Forms may be obtained at the Office of the County Administrator or Office of the Clerk of the Board, 651 Pine Street, Martinez, California. Applications for personal subscriptions to the weekly Board Agenda may be obtained by calling the Office of the Clerk of the Board, (925) 335-1900. The weekly agenda may also be viewed on the County’s Internet Web Page: www.co.contra-costa.ca.us STANDING COMMITTEES The Airport Committee (Supervisors Karen Mitchoff and Mary N. Piepho) meets quarterly on the fourth Monday of the month at 12:30 p.m. at Director of Airports Office, 550 Sally Ride Drive, Concord. The Family and Human Services Committee (Supervisors Candace Andersen and Federal D. Glover) meets on the first Monday of the month at 1:00 p.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Finance Committee (Supervisors Federal D. Glover and John Gioia) meets on the second Monday of the month at 1:30 p.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Hiring Outreach Oversight Committee (Supervisors John Gioia and Federal Glover) To be determined The Internal Operations Committee (Supervisors Candace Andersen and Karen Mitchoff) meets on the second Monday of the month at 9:00 a.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Legislation Committee (Supervisors Karen Mitchoff and Mary N. Piepho) meets on the first Thursday of the month at 11:00 a.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Public Protection Committee (Supervisors John Gioia and Federal D. Glover) meets on the second Monday of the month at 11:00 a.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Transportation, Water & Infrastructure Committee (Supervisors Candace Andersen and Mary N. Piepho) February 14, 2017 Contra Costa County Board of Supervisors 17 meets on the first Thursday of the month at 1:30 p.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. Airports Committee See above Family & Human Services Committee See above Finance Committee See above Hiring Outreach Oversight Committee See above Internal Operations Committee See above Legislation Committee See above Public Protection Committee See above Transportation, Water & Infrastructure Committee See above PERSONS WHO WISH TO ADDRESS THE BOARD DURING PUBLIC COMMENT OR WITH RESPECT TO AN ITEM THAT IS ON THE AGENDA, MAY BE LIMITED TO TWO (2) MINUTES A LUNCH BREAK MAY BE CALLED AT THE DISCRETION OF THE BOARD CHAIR AGENDA DEADLINE: Thursday, 12 noon, 12 days before the Tuesday Board meetings. Glossary of Acronyms, Abbreviations, and other Terms (in alphabetical order): Contra Costa County has a policy of making limited use of acronyms, abbreviations, and industry-specific language in its Board of Supervisors meetings and written materials. Following is a list of commonly used language that may appear in oral presentations and written materials associated with Board meetings: AB Assembly Bill ABAG Association of Bay Area Governments ACA Assembly Constitutional Amendment ADA Americans with Disabilities Act of 1990 AFSCME American Federation of State County and Municipal Employees AICP American Institute of Certified Planners AIDS Acquired Immunodeficiency Syndrome ALUC Airport Land Use Commission AOD Alcohol and Other Drugs ARRA American Recovery & Reinvestment Act of 2009 BAAQMD Bay Area Air Quality Management District BART Bay Area Rapid Transit District BayRICS Bay Area Regional Interoperable Communications System BCDC Bay Conservation & Development Commission BGO Better Government Ordinance BOS Board of Supervisors CALTRANS California Department of Transportation CalWIN California Works Information Network CalWORKS California Work Opportunity and Responsibility to Kids CAER Community Awareness Emergency Response CAO County Administrative Officer or Office CCCPFD (ConFire) Contra Costa County Fire Protection District CCHP Contra Costa Health Plan February 14, 2017 Contra Costa County Board of Supervisors 18 CCTA Contra Costa Transportation Authority CCRMC Contra Costa Regional Medical Center CCWD Contra Costa Water District CDBG Community Development Block Grant CFDA Catalog of Federal Domestic Assistance CEQA California Environmental Quality Act CIO Chief Information Officer COLA Cost of living adjustment ConFire (CCCFPD) Contra Costa County Fire Protection District CPA Certified Public Accountant CPI Consumer Price Index CSA County Service Area CSAC California State Association of Counties CTC California Transportation Commission dba doing business as DSRIP Delivery System Reform Incentive Program EBMUD East Bay Municipal Utility District ECCFPD East Contra Costa Fire Protection District EIR Environmental Impact Report EIS Environmental Impact Statement EMCC Emergency Medical Care Committee EMS Emergency Medical Services EPSDT Early State Periodic Screening, Diagnosis and Treatment Program (Mental Health) et al. et alii (and others) FAA Federal Aviation Administration FEMA Federal Emergency Management Agency F&HS Family and Human Services Committee First 5 First Five Children and Families Commission (Proposition 10) FTE Full Time Equivalent FY Fiscal Year GHAD Geologic Hazard Abatement District GIS Geographic Information System HCD (State Dept of) Housing & Community Development HHS (State Dept of ) Health and Human Services HIPAA Health Insurance Portability and Accountability Act HIV Human Immunodeficiency Syndrome HOV High Occupancy Vehicle HR Human Resources HUD United States Department of Housing and Urban Development IHSS In-Home Supportive Services Inc. Incorporated IOC Internal Operations Committee ISO Industrial Safety Ordinance JPA Joint (exercise of) Powers Authority or Agreement Lamorinda Lafayette-Moraga-Orinda Area LAFCo Local Agency Formation Commission LLC Limited Liability Company LLP Limited Liability Partnership Local 1 Public Employees Union Local 1 LVN Licensed Vocational Nurse MAC Municipal Advisory Council MBE Minority Business Enterprise M.D. Medical Doctor M.F.T. Marriage and Family Therapist MIS Management Information System February 14, 2017 Contra Costa County Board of Supervisors 19 MOE Maintenance of Effort MOU Memorandum of Understanding MTC Metropolitan Transportation Commission NACo National Association of Counties NEPA National Environmental Policy Act OB-GYN Obstetrics and Gynecology O.D. Doctor of Optometry OES-EOC Office of Emergency Services-Emergency Operations Center OPEB Other Post Employment Benefits OSHA Occupational Safety and Health Administration PARS Public Agencies Retirement Services PEPRA Public Employees Pension Reform Act Psy.D. Doctor of Psychology RDA Redevelopment Agency RFI Request For Information RFP Request For Proposal RFQ Request For Qualifications RN Registered Nurse SB Senate Bill SBE Small Business Enterprise SEIU Service Employees International Union SUASI Super Urban Area Security Initiative SWAT Southwest Area Transportation Committee TRANSPAC Transportation Partnership & Cooperation (Central) TRANSPLAN Transportation Planning Committee (East County) TRE or TTE Trustee TWIC Transportation, Water and Infrastructure Committee UASI Urban Area Security Initiative VA Department of Veterans Affairs vs. versus (against) WAN Wide Area Network WBE Women Business Enterprise WCCTAC West Contra Costa Transportation Advisory Committee February 14, 2017 Contra Costa County Board of Supervisors 20 RECOMMENDATION(S): CONSIDER adopting Resolution No. 2017/65 to proclaim the existence of a local emergency arising out of the damage caused in this County by the series of rainstorms in January and February 2017. FISCAL IMPACT: This action is necessary to allow Contra Costa County and the cities to apply for disaster relief funds to cover costs of the emergency response and damage repairs needed as a result of the significant storm events that continued through February 2017. The initial damage estimates for the County from the January 6 -10, 2017 storms are approximately $9.5 million; additional damage from the February storms has not yet been estimated. The County does not currently have funds designated for the response and repair of the storm damages, therefore applying for these relief funds is necessary. BACKGROUND: Conditions of extreme peril to the safety of persons and property have arisen within the County, caused by a series of severe rainstorms that began in January 2017 and have continued into February, and have led to widespread flooding, mudslides, sinkholes and damage to public buildings, flood control facilities and roadways, including the collapse of a portion of Alhambra Valley Road at Pinole Creek, caused by a massive sinkhole. These conditions are or are likely to be beyond the control of the services, personnel, equipment and facilities of the County. The initial damage estimate encompasses the County’s response and cleanup of various sites throughout APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Julie Bueren (925) 313-2201 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: D.U1 To:Board of Supervisors From:David Twa, County Administrator Date:February 14, 2017 Contra Costa County Subject:Proclamation of Local Emergency Due to Severe Storm Damage February 14, 2017 Contra Costa County Board of Supervisors 21 BACKGROUND: (CONT'D) the county and estimated costs to repair damages from the storm. The estimate includes road infrastructure, flood control infrastructure, public building facilities and park and recreation facilities. The majority of the damage occurred on or along rural county roads. The largest and most significant damage occurred on Alhambra Valley Road at Pinole Creek, where there was a washout of the road. Flood control infrastructure also experienced storm related damage. Public building and park facilities suffered minimal impact from the storm. The January storm damage estimates for the cities in Contra Costa County totaled $4.3 million for a total damage estimate of $13.8 million. The effects of the storms continue to be dynamic. Since the Board's action declaring an emergency on January 19, the Public Works Department crews have been responding to isolated mudslides, localized flooding, downed trees and drainage issues throughout the county, along with intermittent road closures including Marsh Creek Road, Morgan Territory Road, and a partial closure at Alhambra Valley Road at Ferndale Road. There have additionally been isolated issues related to County buildings/facilities including 50 Douglas Drive, 12000 Marsh Creek Rd (Detention Facility) and the County Hospital. Public Works crews continue to respond to items as they are reported. CONSEQUENCE OF NEGATIVE ACTION: The attached proclamation of a local emergency is necessary to capture additional damages that have arisen from the continuation of rainstorms through February 2017. AGENDA ATTACHMENTS Resolution No. 2017/65 MINUTES ATTACHMENTS Signed Resolution No. 2017/65 February 14, 2017 Contra Costa County Board of Supervisors 22 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 05/23/2017 by the following vote: AYE: NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/65 IN THE MATTER OF Proclaiming the Existence of a Local Emergency (Gov. Code, § 8630) Contra Costa County Ordinance Code Chapter 42-2 empowers the Board of Supervisors to proclaim the existence or threatened existence of a local emergency when the County is affected or likely to be affected by a public calamity; The Board of Supervisors has been requested by the Director of Emergency Services of the County to proclaim the existence of a local emergency therein; The Board of Supervisors does hereby find: That conditions of extreme peril to the safety of persons and property have arisen within the County, caused by a series of severe rainstorms beginning in January 2017 and continuing into February 2017, that led to widespread flooding, mudslides, sinkholes, road closures, and damage to public buildings, flood control facilities and roadways; and 1. These conditions of extreme peril warrant and necessitate the proclamation of the existence of a local emergency;2. NOW, THEREFORE, IT IS HEREBY PROCLAIMED that a local emergency now exists throughout the County; and IT IS FURTHER PROCLAIMED AND ORDERED that, during the existence of the local emergency, the powers, functions and duties of the emergency organization of this county shall be those prescribed by state law, by ordinances and by resolutions of this County, and by the Contra Costa County Emergency Operations Plan, as approved by the Board of Supervisors on June 16, 2015. Contact: Julie Bueren (925) 313-2201 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: , Deputy cc: February 14, 2017 Contra Costa County Board of Supervisors 23 February 14, 2017 Contra Costa County Board of Supervisors 24 RECOMMENDATION(S): ACCEPT the Lower Walnut Creek Restoration Project Status Update, Martinez area. FISCAL IMPACT: The next phase of project development is expected to cost $1,075,000, half of which will be funded by Flood Control Zone 3B, and half is expected to be funded by a State of California Department of Fish and Wildlife Proposition 1 grant. BACKGROUND: The Contra Costa County Flood Control and Water Conservation District (FC District) owns and operates both Walnut Creek and Pacheco Creek, which were channelized by the Corps of Engineers in the 1960s. Soon after construction, the most downstream, or “lowest” portions, quickly filled in with sediment. The FC District worked with the Corps for many years to develop a more sustainable and environmentally sensitive way to maintain these facilities. Lack of federal funding, however, slowed the Corps progress on developing a better design for what was now called “Lower Walnut Creek.” On June 25, 2013, the Board APPROVED removal of the lowest four miles of these channels from the Corps system, and AUTHORIZED the chief engineer to work with congressional representatives to enact this separation from the Corps. With the support of Congressman Mike Thompson, work began to change federal law to make this vision a reality. On June 10, 2014, the Water Resources Reform and Development Act (WRRDA) was signed into law by President APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Paul Detjens, (925) 313-2394 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: David Twa, CAO, Betsy Burkhart, CCTV, Mike Carlson, Deputy Chief Engineer, Paul Detjens, Flood Control, Catherine Windham, Flood Control D.3 To:Contra Costa County Flood Control District Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:February 14, 2017 Contra Costa County Subject:Lower Walnut Creek Restoration Project Update and announcement of California State Department of Fish and Wildlife Grant Award. Project #7520-6B8285 February 14, 2017 Contra Costa County Board of Supervisors 25 Obama and included language to remove the lowest four miles of Walnut and Pacheco Creeks from the Corps system and return them to local control. Creek restoration planning started soon thereafter. The FC District had committed to a transparent and inclusive, community-focused planning process to envision the future of Lower Walnut Creek. FC District staff embarked on a stakeholder listening tour to better understand constraints and identify opportunities. Staff retained the technical expertise of Environmental Science Associates (ESA), which has a track record of similar, successful projects, such as the Alhambra Creek Restoration at the Martinez Shoreline and the South Bay Salt Ponds project. Staff formed a stakeholder advisory group, made up of diverse neighboring landowners (such as Tesoro refinery and Central Contra Costa Sanitary District) and nongovernmental organizations (such as the Walnut Creek Watershed Council and the John Muir Land Trust) to inform the planning process and provide focused feedback on design concepts. Finally, FC District staff rolled out a robust public outreach campaign with well-attended Saturday site tours, a series of evening public workshops, and an active social media presence. Staff maintained a comprehensive project webpage at February 14, 2017 Contra Costa County Board of Supervisors 26 BACKGROUND: (CONT'D) www.lowerwalnutcreek.org, and produced a well-received series of short web videos called Lower Walnut Creek Adventures, available on YouTube. In conjunction with the FC District’s outreach efforts, ESA prepared a number of technical studies focused on hydrology, hydraulics, biology and geomorphology and developed a series of measures that were considered by the stakeholder advisory group and presented at the public workshops. These measures were then formed into design alternatives for further consideration. Currently, the proposed alternative is undergoing final modifications before another presentation to the stakeholder group and a final public workshop later this spring. In essence, the Lower Walnut Creek Restoration Project seeks to transform a single purpose Corps of Engineers’ channel into a sustainable creek system that works with, rather than against, natural processes. The FC District’s more sustainable vision has attracted interest from around the bay area and statewide. The Lower Walnut Creek Restoration project was one of three pilot projects selected by the Environmental Protection Agency’s recent “Flood Control 2.0” project and benefited from significant expertise from the San Francisco Estuary Institute, Environmental Protection Agency, the San Francisco Estuary Partnership, and others. In recognition of the FC District’s innovative thinking and sustainable actions, the Lower Walnut Creek Restoration project was recently selected by the California Department of Fish and Wildlife (CDFW) for an award of $537,000 of Proposition 1 funds to “further watershed restoration and protection projects of statewide importance.” This grant award will fund 50% of the next phase of project development, including completion of California Environmental Quality Act (CEQA) documentation, securing regulatory permitting and completion of project plans and specifications. The FC District intends to bring to the Board formal acceptance of the CDFW Proposition 1grant once the state has finalized the grant agreement. This next phase of the project (CEQA, permits, and design) is expected to take approximately two years and will result in a shovel-ready project that staff expects will be competitive for additional grant funds (such as from regional Measure AA) for future construction. Staff recommends that the Board accept this Lower Walnut Creek Restoration Project update. CONSEQUENCE OF NEGATIVE ACTION: None. February 14, 2017 Contra Costa County Board of Supervisors 27 RECOMMENDATION(S): 1. APPROVE and AUTHORIZE the Chair of the Board of Supervisors to execute the Third Amendment to the Franchise Agreement between Contra Costa County and Crockett Sanitary Service, Inc. (Attachment 1) governing the collection services and rates in Crockett, Port Costa and Tormey through July 31, 2025. 2. ACCEPT report from Crowe Horwath, LLP, consultant, dated November 23, 2016, summarizing the results of its review of the Base Year Rate Application submitted by Crockett Sanitary Service, Inc. (Attachment 2). 3. APPROVE a 14.28% residential and commercial solid waste collection rate increase effective April 1, 2017, and a 4.99% residential and commercial solid waste collection rate increase effective April 1, 2018. 4. FIND that the Third Amendment to the County's Franchise Agreement with Crockett Sanitary Service, Inc., is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) of the CEQA Guidelines, as the Amendment will not cause potentially significant effects on the environment. 5. DIRECT the Department of Conservation and Development (DCD) staff to file a CEQA Notice of Exemption with the County Clerk. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes:See Addendum VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Demian Hardman, (925) 674-7826 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: D.4 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:February 14, 2017 Contra Costa County Subject:Third Amendment to the County's Franchise Agreement with Crockett Sanitary Service, Inc. and related changes to collection services and rates February 14, 2017 Contra Costa County Board of Supervisors 28 FISCAL IMPACT: No impact to the County General Fund. The costs for County staff time spent administering the Franchise Agreement, including staff and consultant costs for conducting rate reviews, are covered by solid waste/recycling collection franchise fees. BACKGROUND: On November 5, 1996, the County entered into a franchise agreement with Walter Botta, the sole proprietor of the Crockett Garbage Company, to provide collection and recycling services for the unincorporated communities of Crockett, Port Costa and Tormey. Walter Botta immediately assigned his rights and obligations under the Agreement to Crockett Garbage Service, Inc. (name was subsequently changed to Crockett Sanitary Service, Inc.), which is a subsidiary of Richmond Sanitary Service, Inc. (owned by Republic Services). On November 1, 2016, the County executed a First Amendment to the Franchise Agreement with Crockett Garbage Company, which changed the name of the Agreement to “Franchise Agreement with Crockett Sanitary Service, Inc.” and extended the term of the Agreement through December 31, 2016, to allow for negotiation of terms and conditions of a proposed long-term extension of the Agreement and the exclusive franchise granted thereunder. On December 20, 2016, the County entered into a Second Amendment to the Franchise Agreement, which extended the term of the Franchise Agreement with Crockett Sanitary Service, Inc., to March 1, 2017, to allow for further negotiations of a long-term extension of the Agreement. The Franchise Agreement grants Crockett Sanitary Service, Inc. (CSS) the exclusive privilege and duty to collect solid waste, recyclables and organics routinely generated by residential and commercial customers within the designated Crockett service area (also known as the “Franchise Area”). The Crockett Franchise Area covers the following three (3) unincorporated areas of District V: Crockett1. Tormey2. Port Costa3. The County also establishes and regulates Collection Rates that CSS is allowed to charge for residential and commercial collection services provided in their Franchise Area. These Rates are established in accordance with the adopted rate setting methodology (Rate Manual) approved by the County in 1998 for use in setting rates for the County's Franchise Agreement with Allied Waste (also owned by Republic Services). The Rate Manual establishes a process with the following components: Every four (4) years: Base Year rate reviews. Such reviews rely upon data submitted in detailed rate applications and accompanying audited financial statements; and a. Intervening years between Base Years (Interim Years): The Franchisee may request no change or a change based on one of the following options. One, a rate change which does not exceed the annual change in Consumer Price Index (CPI) (no Board approval required). The hauler is not required to submit audited financial data with the interim year rate application. Therefore, the Interim Year Rate Review is less rigorous than that carried out in a Base Year. b. The Rate Manual provides for recovery of the reasonable costs that Crockett Sanitary Service will incur in performing services under the Franchise Agreement plus allowable profit. History of Solid Waste Collection Rate Adjustments Since Last Rate Change There have been various rate adjustments in the Crockett Franchise Area since 1998 when the County adopted a Rate Manual. However, rates charged to residential and commercial customers in this Franchise Area have remained unchanged since 2009. Since the last Board-approved rate change in 2009, the CPI for the San Francisco-Oakland-San Jose area has increased approximately 18%, or an average of 2.6% per year. Rates for residential and commercial customers were not affected and remained flat. The most recent rate review took place in 2009. Below is a brief summary of that review and subsequent allowable rate adjustments: February 14, 2017 Contra Costa County Board of Supervisors 29 allowable rate adjustments: 2009: Interim Year Rate Review – An Interim Year Rate Change of 3.49% was approved by the County Board of Supervisors on January 27, 2009. This rate change was calculated on a weighted increase in controlled (tipping fees and associated regulatory charges) and uncontrolled (adjusted changed in CPI) costs consistent with the Rate Manual. 2010: Interim Years – No change in rates requested. 2011: Base Year Rate Review – The 2011 Base Year Rate review found efficiencies that were gained in the haulers operations that generated a total annual cost savings of $36,127, equivalent to a 15.27% reduction in the rates. In order to maximize rate stability, no adjustments were made to the rates. The cost savings served as a credit that helped offset costs of expanding routine services and avoid pass-through of subsequent annual CPI rate adjustments that would have otherwise been added to customers’ rates. In 2012, CSS increased the frequency of collection of green waste from monthly to bi-weekly. In March 2015, the hauler implemented additional service enhancements increasing the frequency of green waste collection from bi-weekly to weekly (total annual cost of approximately $54,000 for the service area) and recycling collection from bi-weekly to weekly. 2012-2015 Interim Years – No change in rates requested. Crowe Horwath Review of Crockett Base Year Rate Application On May 27, 2016, CSS submitted a Base Year Rate Application requesting to increase solid waste collection rates by 15.25%. To determine a Base Year Rate change for 2017, the County requested technical assistance from Crowe Horwath (consultant) to review the CSS Base Year Rate Application consistent with the County’s Rate Manual. The results of Crowe Horwath’s review are summarized in its report dated November 23, 2016, which is attached as Attachment 2. The Base Year Rate setting process requires that a detailed rate change application be submitted along with supplemental financial and operational information. Using the detailed financial data provided, Crowe Horwath reviewed the following major cost categories to determine the appropriate rate adjustment: Direct Labor Costs Tipping Fees Corporate and Local General and Administrative Costs Household Hazardous Waste Program Costs Trucking and Equipment Allowable Profit County’s Franchise Fees BASE YEAR RATE APPLICATION: The rate increase of 15.25% requested in the Base Year Rate Application is based on projected costs for existing services, including continued collection of recyclables and green waste on a weekly basis. Crowe Horwath reviewed the Rate Application submitted by Crockett Sanitary Service for consistency with the Rate Manual, County policies, and waste management industry practices. Their analysis did a comparison on year-to-year changes in revenues and costs for reasonableness and solicited explanations from Crockett Sanitary Service for material changes. This included the examination of actual data from prior years of 2013 through 2015, estimated data for 2016, and projected data for 2017. Crowe Horwath’s review of the Rate Application led to recommending minor reductions to various cost categories, such as trucking and equipment, that resulted in a $5,659 net decrease in annual projected costs identified in the CSS Rate Application. This equates to a 0.97% cost reduction (relative to the CSS Application) for the 2017 Base Year, resulting in a recommended rate increase 14.28%. There are multiple factors contributing to the changes in projected costs and revenue which drive the recommended rate adjustment. Some of these are routine factors associated with existing services (e.g. increased wages and benefits based on labor agreements and CPI adjustments to various other categories of operational costs, including trucking and equipment, depreciation and disposal). Most of the recommended rate increase isFebruary 14, 2017 Contra Costa County Board of Supervisors 30 costs, including trucking and equipment, depreciation and disposal). Most of the recommended rate increase is associated with a new service enhancement of going from weekly to bi-weekly collection of green waste implemented in March 2015. While the proposed rate changes are large, the existing rates are still relatively low compared to neighboring jurisdictions. Crockett Franchise Area residential customers have not had a rate increase since 2009. RATE COMPARISON: As shown in Exhibit B, current Crockett area residential rates are 25 to 38 percent below average rates for all container sizes in neighboring non-County franchise areas. With the proposed 14.28% increase recommended to take effect on 4/1/2017, the Crockett area residential rates would range between about 14 to 29 percent below average rates charged in non-County franchise areas. Compared to other unincorporated areas franchised directly or indirectly (joint powers authority) by the County, current Crockett area residential rates are 2 to 8 percent below average except for the 65-gallon cart which is 4 percent above average. With the proposed 14.28% increase recommended to take effect on 4/1/2017, the Crockett area residential rates would range between about 4 to 11% above average County franchise area rates. Recommended Service Enhancements and Associated Rate Changes In conjunction with the 2016 Base Year Rate Review, County staff and CSS negotiated proposed terms for an amendment to the County’s Franchise Agreement with Crockett Sanitary Service, Inc. The amendment includes various updates needed for consistency with previously approved amendments to other County Franchise Agreements. The amendment terms also involve a phased implementation approach to spread rate increases over a two year period (2017 and 2018) in conjunction with new, enhanced on-call services and an increase to Franchise Fees (to be consistent with the fees charged in other franchises). The purpose of this phased approach is primarily to ease the rate impact, which necessitates that the service and fee changes proposed in the Third Amendment not be implemented all at once in 2017. The following summarizes the suggested phased implementation of franchise service and rate changes consistent with the approach built into the proposed Third Amendment to the Franchise Agreement. Recommended Rate and Service Changes Proposed to take Effect In 2017: Staff recommends approval of a Base Year Rate increase of 14.28% consistent with Crowe Horwath’s suggestions based upon their detailed review of the 2016 Base Year Rate Application submitted by CSS. This increase is proposed to take effect on April 1, 2017, contingent upon the required written notice having been provided to customers at least 30-days in advance. Simultaneous with the proposed 2017 rate increase taking effect, CSS has agreed to implement new On-Call Curbside Bulky Item Clean-up service more fully described in Exhibit B to Attachment 1. However, the associated rate increase is proposed to go into effect a year later (April 1, 2018) as discussed in more depth below. Annual cost savings of $1,661 resulting from changing pick-up frequency for five existing street can locations from twice to once per week will help offset a portion of the cost for the On-call Bulky Item Clean-up service, which reduces the amount of additional rate revenue needed from customers through 2020. Recommended Rate, Fee and Service Changes Proposed to take Effect In 2018 : To avoid burdening customers with a single annual rate increase in excess of 15%, staff is recommending that implementation of the recommended rate change in excess of the Base Year adjustment be delayed for one year. Solely implementing the Base Year Rate adjustment in the first year, allows the County to defer the remainder of the proposed increase to a future date as long as it coincides with the implementation timeframe for the additional proposed services and increased franchise fees. The remaining recommended rate adjustment totaling 4.99% is recommended to take effect on April 1, 2018, to coincide with the implementation of the franchise fee increase and service enhancements (Second Annual On-Call Bagged Clean-up and On-Call Right-of-Way Clean-up). This recommended 2018 rate increase would include the following elements and is in addition to any increase that may be requested and due based on the annual change in CPI: Increase Franchise Fees (4%) - Implementation deferred until 4/1/2018 4% rate increase for commensurate Franchise Fee increase (from 3% to 7%), consistent with the 7% franchise fees established in all of the other County and JPA controlled collection franchises a. February 14, 2017 Contra Costa County Board of Supervisors 31 Enhance On-call Services (0.99%) – Implementation deferred until 4/1/2018 (exception noted in b) 0.80% rate increase to cover cost of one (1) annual On-Call Curbside Bulky Item Clean-up per residential customer [addition of new pick-up option to be included with standard residential service at no additional cost to requesting customers effective 4/1/2017] a. 0.10% rate increase to provide residential customers with a Second On-Call Bagged Clean-up per yearb. 0.09% rate increase to provide the County with On-Call Right-of-Way Clean-ups c. Table 1 shows the existing monthly residential rates and the phased implementation of the rate increases recommended to be approved for 2017 and 2018. Phased rate increases are contingent upon deferred implementation of corresponding service enhancements and franchise fee increase. Table 1 - Phased Rate Increases for 2017 (Base Year Rates) & 2018 (Added Services & Fees) Curbside Cart Size (Cans = Backyard service) Existing Monthly Rates Recommended 2017 Base Year Rate Increase (14.28%) Recommended Monthly Rate in 2017 (as of 4/1/2017) Recommended 2018 Phased Rate Increase (4.99%)* Recommended Monthly Rate in 2018* (as of 4/1/2018) 20-gallon $22.44 $3.20 $25.64 $1.28 $26.92 35-gallon $26.61 $3.80 $30.41 $1.52 $31.93 45-gallon $35.15 $5.02 $40.17 $2.00 $42.17 65-gallon $46.66 $6.66 $53.32 $2.66 $55.98 95-gallon $56.69 $8.10 $64.79 $3.23 $68.02 32-gal Can $27.32 $3.90 $31.22 $1.56 $32.78 45-gal Can $35.90 $5.13 $41.03 $2.05 $43.08 *In addition to the recommended 4.99% rate increase proposed to take effect on April 1, 2018, Crockett Sanitary Service is entitled to request an annual Interim Year/CPI rate adjustment. PROPOSED FRANCHISE AMENDMENT TERMS Staff is recommending that the Board of Supervisors approve the proposed Third Amendment to the Franchise Agreement and associated Exhibits provided in Attachment 1 in conjunction with the recommended rate adjustments specified in Table 1 above. The Amendment also includes updates and corrections warranted to reflect current services provided by Contractor, including additional recyclable materials collected in blue carts and more frequent collection of recyclables and organics now offered as discussed above. Additional revisions have been incorporated to reflect current industry practices and facilitate consistency with the other Franchise amendments approved by the County over the past couple of years. Below is a summary of the changes to the proposed Third Amendment to the Franchise Agreement: Extending the term of the Agreement approximately 8 years, from March 1, 2017 through July 31, 2025. Expanding the Franchise Area to include land to the north which is currently occupied by an industrial complex (C&H Sugar). Increase in number of public facilities served at no extra charge (see more Street Cans below). Deletion of a section pertaining to a local advisory committee that no longer exists. Public Street Cans: The proposed Amendment includes routine pick-up for twenty-one (21) street cans (19 in Crockett and 2 in Port-Costa), which is five more than the Contractor is obligated to serve or repair/replace under the existing Franchise Agreement. Since the Franchise was approved in 1996, additional street cans have been installed by other parties, presumably to address needs identified by the Community. The proposed Amendment also includes twice a week pick-up for five (5) of the street cans at specified locations. The hauler would only continue to be required to maintain and repair/replace up to sixteen (16) of the 21 street cans in the Franchise Area. County staff has coordinated with the Crockett Improvement Association regarding this and the Crockett Improvement Association has agreed to seek grant funding to assist in providing maintenance for the other five (5) street cans in Crockett. The location and frequency of pick-up of all twenty-one (21) street cans are specified in Exhibit D of Attachment 1. February 14, 2017 Contra Costa County Board of Supervisors 32 FUTURE FRANCHISE AGREEMENTS This is the last of the four Franchise Agreements that the County entered into between 1993 and 1996. It is also the last proposed to be amended in order to extend the term for nine years (ten years for the other franchises). In order to seek direction from the Board regarding whether or not to extend these solid waste and recycling collection franchise agreements again in future years, staff will return to the Board of Supervisors three years prior to their termination dates, which fall between 2023 and 2025. This three-year "tickler" should allow adequate time for staff to conduct a Request for Proposals process should the Board so direct, including soliciting and selecting a contractor as well as completing negotiations with the selected contractor. CONSEQUENCE OF NEGATIVE ACTION: If the Board of Supervisors does not approve an Amendment that extends the term of the County’s Franchise Agreement with Crockett Sanitary Service and no replacement Franchise Agreement is executed prior to March 1, 2017, any collection services provided in the Crockett area thereafter would violate County Code requirements (Chapter 418-7). Furthermore, the hauler(s) providing said collection services would be driven by free market conditions, free from rate regulation, unobligated to satisfy recycling/customer service standards, nor required to pay franchise fees. Furthermore, property owners in the area would have no certainty that there is a company mandated to provide routine collection services required to comply with Chapter 418-6. CLERK'S ADDENDUM By unanimous vote the Board waived the Better Government Ordinance 96-hour time limit to accept additional material into the record as part of the item (supplemental rate increase option for 2018 regarding rate increase to 5.33% versus 4.99%, Contractor required to provide up to 24 right-of-way pick-ups to remove illegally dumped debris per year). ADOPTED the recommendations, as amended today, for a 5.33% residential and commercial solid waste collection rate increase effective April 1, 2018, and a provision for Contractor to provide up to 24 right-of-way pickups of illegally dumped debris. AGENDA ATTACHMENTS Attachment 1 - Third Amendment to the County Franchise Agreement with Crockett Sanitary Service, Inc. Attachment 2 - Final Report – 2017 Base Year Rate Review for Crockett Sanitary Service Franchise MINUTES ATTACHMENTS Revised Attachment for Exh D February 14, 2017 Contra Costa County Board of Supervisors 33 Attachment 1 February 14, 2017 Contra Costa County Board of Supervisors 34 February 14, 2017 Contra Costa County Board of Supervisors 35 February 14, 2017 Contra Costa County Board of Supervisors 36 February 14, 2017 Contra Costa County Board of Supervisors 37 February 14, 2017 Contra Costa County Board of Supervisors 38 February 14, 2017 Contra Costa County Board of Supervisors 39 February 14, 2017 Contra Costa County Board of Supervisors 40 February 14, 2017 Contra Costa County Board of Supervisors 41 February 14, 2017 Contra Costa County Board of Supervisors 42 February 14, 2017 Contra Costa County Board of Supervisors 43 February 14, 2017 Contra Costa County Board of Supervisors 44 February 14, 2017 Contra Costa County Board of Supervisors 45 February 14, 2017 Contra Costa County Board of Supervisors 46 February 14, 2017 Contra Costa County Board of Supervisors 47 February 14, 2017 Contra Costa County Board of Supervisors 48 February 14, 2017 Contra Costa County Board of Supervisors 49 February 14, 2017 Contra Costa County Board of Supervisors 50 February 14, 2017 Contra Costa County Board of Supervisors 51 February 14, 2017 Contra Costa County Board of Supervisors 52 February 14, 2017 Contra Costa County Board of Supervisors 53 February 14, 2017 Contra Costa County Board of Supervisors 54 February 14, 2017Contra Costa County Board of Supervisors55 February 14, 2017 Contra Costa County Board of Supervisors 56 February 14, 2017 Contra Costa County Board of Supervisors 57 February 14, 2017 Contra Costa County Board of Supervisors 58 February 14, 2017 Contra Costa County Board of Supervisors 59 February 14, 2017 Contra Costa County Board of Supervisors 60 February 14, 2017 Contra Costa County Board of Supervisors 61 February 14, 2017 Contra Costa County Board of Supervisors 62 February 14, 2017 Contra Costa County Board of Supervisors 63 February 14, 2017 Contra Costa County Board of Supervisors 64 February 14, 2017 Contra Costa County Board of Supervisors 65 February 14, 2017 Contra Costa County Board of Supervisors 66 February 14, 2017 Contra Costa County Board of Supervisors 67 February 14, 2017 Contra Costa County Board of Supervisors 68 February 14, 2017 Contra Costa County Board of Supervisors 69 Crowe Horwath LLP Independent Member Crowe Horwath International 575 Market Street, Suite 3300 San Francisco, California 94105-5829 Tel 415.576.1100 Fax 415.576.1110 www.crowehorwath.com November 23, 2016 Ms. Deidra Dingman Conservation Programs Manager Contra Costa County Department of Conservation and Development 30 Muir Road Martinez, California 94553-4601 Subject: Final Report – 2017 Base Year Rate Review of Unincorporated Contra Costa County Areas Served by Crockett Garbage Service This letter report represents results of Crowe Horwath’s (Crowe) review of the Base Year Rate Change Application (Application) submitted by Crockett Sanitary Service (CSS) for unincorporated Contra Costa County (County). CSS has provided residential, commercial, and industrial refuse collection services to the unincorporated County areas of Crockett, Port Costa, and Tormey (together referred to as Crockett area) since becoming the assignee of the County Franchise Agreement in 1996. Republic Services, Inc. purchased Richmond Sanitary Service and its subsidiaries, including CSS, in May 2001. CSS submitted an Application to the County to initiate the Base Year rate review process. For purpose of this review, we used the County’s Rate Setting Process and Methodology Manual for Solid Waste Charges as Applied to Allied Waste Services, Inc. – a division of Republic Services, Inc. approved by the County Board of Supervisors on May 19, 1998 (Allied Manual). To complete our review, we principally followed Steps 2, 3, 4, 5, and 6 in Chapter II of the County’s Allied Manual. This letter report is organized into seven (7) sections as follows: A. Summary B. Project Background C. Review Findings D. Rate Change Discussion E. Comparative Refuse Collection Rates. There are two (2) attachments to this letter report. A. Summary CSS submitted its Application, requesting a 15.25 percent rate increase. Based on our analysis of the Application, we recommend a rate increase of 14.28 percent. This increase would add $3.90 per month to the current $27.32 monthly rate for the most common 32-gallon service level (backyard service). February 14, 2017 Contra Costa County Board of Supervisors 70 Ms. Deidra Dingman, Conservation Programs Manager Page 2 November 23, 2016 Final Report B. Project Background The franchise agreement between the County and CSS specifies that CSS is allowed to submit an application for a rate change in a format required by the County. In 1998, the County adopted the Allied Manual. The County directed us to use the Allied Manual for CSS-served area rate setting. The Allied Manual reflects the County’s desire to use the operating ratio method for establishing allowable profit levels in base years. The Allied Manual identifies guidelines for allowable, pass-through, and non- allowable costs. Every four years, during base years, the hauler submits a Base Year Rate Change Application. The Application is reviewed to determine whether a rate change is necessary. Interim years occur during each year between base years, and are triggered if the hauler submits an Interim Year Rate Change Application. Interim years follow a more streamlined index-based process. CSS submitted its Base Year Rate Change Application (Application) to the County on May 27, 2016. In its Application, CSS requested a rate increase of 15.25 percent. Crowe verified completeness of this application, and requested that CSS provide further information and documentation to support the application. A copy of the Application is included as Exhibit 2-A. We relied on CSS provided un-audited, internally prepared, financial information and operational data for this Base Year rate review. We also had audited consolidated RSS financial statements for 2014. We reviewed CSS financial information, operation data, and cost allocation methods and calculations for reasonableness. Crockett area rates, and rate changes, for the previous 20 years since 1996, are shown in Table 1, below. Crockett rates have remained unchanged since 2009, a period of seven years. As part of the prior 2011 base year rate review, CSS had a surplus which resulted in rates remaining unchanged during the prior 4-year rate setting cycle. This surplus was used to fund expanded collection of recyclables (blue cart) and organics (green cart) in the Crockett area implemented by CSS in 2012 and 2015. Table 1 Unincorporated Contra Costa County Residential Collection Rates, Per Customer, per Month (1996 to 2016) 1 Represents curbside and backyard service. 2 Represents curbside service. The current backyard service rate for 32-gallon service is $27.32 per month. 3 Represents curbside service. The current backyard service rate for 45-gallon service is $35.90 per month. 4 Represents curbside service for 65 and 95-gallon levels. Service Level Year 20 Gallon1 35-Gallon2 45- Gallon3 65-Gallon4 96-Gallon4 Change in Rate 1996 $16.00 $20.00 $27.00 2001 $18.34 $21.74 $28.74 $1.74-$2.34 2002 $18.73 $22.20 $29.34 2.10% 2003-2005 $19.13 $22.69 $29.99 $39.80 $48.35 2.20% 2006 $20.42 $24.22 $32.01 $42.48 $51.61 6.74% 2007 $21.19 $25.13 $33.21 $53.55 3.75% 2008 $21.68 $25.71 $33.98 $45.09 $54.79 2.31% 2009 $22.44 $26.61 $35.15 $46.66 $56.69 3.49% 2010 $22.44 $26.61 $35.15 $46.66 $56.69 0.00% 2011-2016 $22.44 $26.61 $35.15 $46.66 $56.69 0.00% February 14, 2017 Contra Costa County Board of Supervisors 71 Ms. Deidra Dingman, Conservation Programs Manager Page 3 November 23, 2016 Final Report Historical trends for the annual changes in the Consumer Price Index (CPI) are shown in Table 2, below. The changes in the CPI for the last eleven (11) years, since the 2006 Base Year, have been relatively modest, but recently have been increasing. For the last eleven-year period (i.e., 2006 to 2016), the changes in August-to-August CPI ranged from 0.2 to 4.2 percent, and increased by an average annual compounded rate of 2.6 percent. During this same eleven-year period, actual County rates increased by an average annual compounded rate of 0.9 percent. Over the twenty (20) years between 1996 and 2016, the 35-gallon monthly residential rate has increased $6.61, or by 33.1 percent. This is equivalent to $0.33 per year. Note that most residential customers (78%) subscribe to 35 gallon service (curbside or backyard). Table 2 Change in Consumer Price Index San Francisco-Oakland-San Jose (All Items, CPI-U) 2006 to 2016 (August-to-August Period) Year Percent Change in Index 2006 3.8 2007 2.6 2008 4.2 2009 0.2 2010 1.0 2011 2.9 2012 2.8 2013 2.0 2014 3.0 2015 3.6 2016 3.1 Average annual compounded rate of change – 11 years 2.6 The scope of work for this review included the following six (6) tasks: 1. Verify the completeness of CSS’s rate change application 2. Review the rate change application and prepare responses 3. Survey rates in similar service areas 4. Prepare a draft report 5. Prepare a final report 6. Participate in one Board of Supervisors meeting. February 14, 2017 Contra Costa County Board of Supervisors 72 Ms. Deidra Dingman, Conservation Programs Manager Page 4 November 23, 2016 Final Report C. Review Findings Most Crockett area costs are consolidated with costs from the other divisions of Richmond Sanitary Service, Inc. and the consolidated financial statements are subject to routine audits.5 CSS provided actual consolidated costs for 2015. CSS also provided its cost allocation method, and calculations used to determine Crockett area costs. CSS used a route hour method to allocate costs from the consolidated level to Crockett areas. CSS’ cost allocation calculations were based on factors including drive bys per hour and lifts per hour. CSS then determined the percent of total hours spent serving Crockett areas, and allocated consolidated costs to Crockett areas based on this route-hour percentage. We found this cost allocation method acceptable and consistent with industry norms. Republic Services allocated 24.20 percent of consolidated costs to Crockett. This percentage is consistent with the allocation percentage used by Republic in the prior CSS base year. We reviewed CSS’s historical revenues and costs to understand the basis for the rate decrease identified by CSS in its Application. We determined that the need for a rate increase, for this year, resulted from three (3) primary components: Increases in tipping fee costs – Total tipping fee costs increased in 2015 (13.1%) and 2016 (12.2%) resulting from increases in both the municipal solid waste, greenwaste, and concrete/wood/bulk tipping fee rates (approximately four (4) percent per year) as well as double digit increases in total overall disposal tonnages. Significant drivers for the increases in tonnage were the 2012 shift from monthly to bi-monthly greenwaste collection and the March 2015 shift from bi-monthly to weekly greenwaste collection in the Crockett area. Increases in labor costs – These costs are associated with increases in union labor wage rates and benefits specified in Teamsters Local 315 union agreements. Container repairs. CSS made some investments in container repairs in 2015 and 2016. Table 3, on the following page, summarizes six (6) adjustments from our review of CSS’s 2017 Base Year Application. Our adjustments reduce the revenue requirement by $5,659. With these adjustments, CSS will operate at a shortfall of $83,532. One of the adjustments (-$12,376) was for profit allowed on tipping fees. We set tipping fees with profit at $45.00 per ton and treated amounts over $45.00 per ton as a pass-through expense, consistent with treatment in the last two Crockett area base year rate reviews. Another adjustment (-$1,786) was for allowable operating profit. Because CSS is projected to earn an actual operating ratio outside the 88 to 92 percent operating ratio range specified in the Allied Manual, we reset the allowable Base Year operating ratio to the 90 percent target operating ratio.6 We also noted that the company uses a relatively large overtime levels to serve Crockett areas. We inquired about this observation and CSS indicated that this resulted from the company rerouting the area in 2015 to reflect longer routes. Further, due to difficulty in maintaining driver headcount CSS uses a 10 hour workday to accommodate these longer routes. We also verified that the general and administrative expenses fell within a reasonable levels (11%) when viewed as a percent of the total revenue requirement for the company. 5 Since July 2008, most Crockett costs are allocated from Richmond Sanitary Republic Services’ combined costs of serving the Berkeley (commercial), Crockett, and Rodeo areas. The cost of preparing audited financial statements solely for CSS would be a significant allowable expense for rate setting purpose if arranged by the Contractor, which would potentially warrant a substantive rate increase due to the limited customer base available in the franchise area to spread said cost. 6 The operating ratio (OR) is defined as total allowable costs divided by the sum of total allowable costs plus total allowable operating profits. February 14, 2017 Contra Costa County Board of Supervisors 73 Ms. Deidra Dingman, Conservation Programs Manager Page 5 November 23, 2016 Final Report Table 3 Contra Costa County Adjustments to CSS Base Year Rate Change Application Description of Adjustment Net Adjustment to Revenue Requirement Rationale 1. Adjustment of tipping fees (with profit) from $50 per ton to $45 per ton -$12,376 This treatment in consistent with the previous 2006 CSS base year review. 2. Used two-year average of trucking and equipment (based on 2015 and 2016 costs) -$3,703 Smooth 2017 projection that would otherwise include a larger one-time bin repair cost continuously over the 4- year period. 3. Adjustment in Allowable Operating Profit -$1,786 Based on the Allied Manual allowable operating ratio of 90 percent applied to total allowable costs. 4. Adjustment of tipping fees (pass-through) because of the adjustment of tipping fee (with profit) from $50 per ton to $45 per ton +$12,376 This treatment in consistent with the previous CSS base year reviews and other County regulated areas. 5. Decrease in franchise fee payments to County -$170 Minor adjustment to reflect reduction in revenue requirement for #1 through 4 above. 6. Shifted $62,577 of residential revenues to commercial revenues No change This revenue was incorrectly classified as residential revenue in the Application. Total Adjustments -$5,659 D. Rate Change Discussion With the adjustments identified in Section C, we calculated that the County would need to increase Crockett area residential, commercial, and light industrial (debris box) rates by 14.28 percent to meet the current CSS revenue requirement. This 14.28 percent increase is equivalent to an $83,532 shortfall for 2017. This is a reduction of 0.97 percent from the company’s request for a 15.25 percent rate increase. Resulting residential rates, with the 14.28 percent increase, are summarized in Table 4, below. February 14, 2017 Contra Costa County Board of Supervisors 74 Ms. Deidra Dingman, Conservation Programs Manager Page 6 November 23, 2016 Final Report Table 4 Contra Costa County Crockett Service Area Year 2017 Refuse Collection Rates (Current, and Recommended 14.28 Percent Rate Increase) Service Current Rate (per Customer, Per Month) Increase In Rate Recommended Rate Curbside 20-gallon* $22.44 $3.20 $25.64 35-gallon $26.61 $3.80 $30.41 45-gallon $35.15 $5.02 $40.17 65-gallon $46.66 $6.66 $53.32 95-gallon $56.69 $8.10 $64.79 Backyard 32-gallon $27.32 $3.90 $31.22 45-gallon $35.90 $5.13 $41.03 * Same rate for 20-gallon Backyard. E. Comparative Refuse Collection Rates Results of the comparative rate survey are provided in Exhibit 2-B. We surveyed residential, commercial, industrial rates of ten (10) neighboring non-County franchise areas, including: 1. City of Albany 2. City of Berkeley 3. City of El Cerrito 4. City of Hercules 5. Kensington 6. City of Oakland 7. City of Pinole 8. City of Richmond 9. Rodeo 10. City of San Pablo As shown in Exhibit 2-B, current Crockett area residential rates are 25 to 38 percent below average rates for all container sizes in neighboring non-County franchise areas. With the proposed 14.28% increase recommended to take effect on 4/1/2017, the Crockett area residential rates would range between about 15 to 29 percent below average rates charged in non-County franchise areas. Compared to other unincorporated areas franchised by the County directly or indirectly (joint powers authority or JPA, current Crockett area residential rates are 2 to 8 percent below average except for the 65-gallon cart which is 4 percent above average. With the proposed 14.28% increase recommended to take effect on 4/1/2017, the Crockett area residential rates would range between about 4 to 11 percent above average. Current Crockett area commercial bin rates are significantly below average. For all the nearby areas served under other franchises shown in Exhibit 2-B, current Crockett area commercial rates (2-yard bin) are below the comparative average rates in neighboring non-County franchise areas, ranging from 54 to 65 percent below the average. Compared to other unincorporated areas franchised by the County or JPA, current Crockett area commercial rates are 43 to 53 percent below average. February 14, 2017 Contra Costa County Board of Supervisors 75 Ms. Deidra Dingman, Conservation Programs Manager Page 7 November 23, 2016 Final Report Exhibit 2-A 2016 Rate Application for 2017 Base Year February 14, 2017 Contra Costa County Board of Supervisors 76 Ms. Deidra Dingman, Conservation Programs Manager Page 8 November 23, 2016 Final Report Exhibit 2-A includes the 2016 Base Year Rate Change Application (Application) submitted by CSS to the County on May 27, 2016. In the Application, CSS proposed to increase unincorporated County collection rates by 15.25 percent in 2017. The Application included the following forms: Financial information Cost summary for year 2015 Revenue summary Single family residential revenues summary (including current rates and accounts) Operating information Rate change requested (including current and proposed rates). Information provided in the Application was for the following five (5) years: Actual prior years, 2013 to 2015 Current year estimated, 2016 Base year projected, 2017. February 14, 2017 Contra Costa County Board of Supervisors 77 Ms. Deidra Dingman, Conservation Programs Manager Page 9 November 23, 2016 Final Report February 14, 2017 Contra Costa County Board of Supervisors 78 Ms. Deidra Dingman, Conservation Programs Manager Page 10 November 23, 2016 Final Report February 14, 2017 Contra Costa County Board of Supervisors 79 Ms. Deidra Dingman, Conservation Programs Manager Page 11 November 23, 2016 Final Report February 14, 2017 Contra Costa County Board of Supervisors 80 Ms. Deidra Dingman, Conservation Programs Manager Page 12 November 23, 2016 Final Report February 14, 2017 Contra Costa County Board of Supervisors 81 Ms. Deidra Dingman, Conservation Programs Manager Page 13 November 23, 2016 Final Report February 14, 2017 Contra Costa County Board of Supervisors 82 Ms. Deidra Dingman, Conservation Programs Manager Page 14 November 23, 2016 Final Report February 14, 2017 Contra Costa County Board of Supervisors 83 Ms. Deidra Dingman, Conservation Programs Manager Page 15 November 23, 2016 Final Report Exhibit 2-B Comparative Rate Survey February 14, 2017 Contra Costa County Board of Supervisors 84 Ms. Deidra Dingman, Conservation Programs Manager Page 16 November 23, 2016 Final Report Tables B-1 through B-2 that follow include results of a survey of comparative residential and commercial rates. We provide comparisons between CSS’s Crockett area rates and the rates charged to customers served in the following other neighboring unincorporated and incorporated areas: Incorporated or Unincorporated* areas franchised by other agencies Albany Berkeley El Cerrito Hercules Kensington* (Franchise governed by Community Services District) Oakland Pinole Richmond Rodeo* (Franchise governed by Sanitary District) San Pablo Unincorporated areas franchised by the County or authorized joint powers authority (JPA) Alamo & Unincorporated Central CCC (JPA - Central Contra Costa Solid Waste Authority) Garaventa served areas – Central/East CCC (County) Allied Waste (Republic) served areas – Central/East CCC (County) Richmond Sanitary Service (Republic) served areas – West CCC (County). February 14, 2017 Contra Costa County Board of Supervisors 85 Ms. Deidra Dingman, Conservation Programs Manager Page 17 November 23, 2016 Final Report Table B-1 Comparison of 2016 Crockett Area Residential Rates with Neighboring Jurisdictions/Service Areas (Per Customer, Per Month) Residential Rates Non-County Franchise Jurisdiction 20 Gallon 32 Gallon 64 Gallon 96 Gallon 1. Albany $36.72 $41.13 $71.08 $101.02 2. Berkeley 24.50 39.19 78.33 117.45 3. El Cerrito 32.40 43.00 86.40 - 4. Hercules 29.47 34.60 61.01 88.21 5. Kensington* 38.96 42.96 - - 6. Oakland 35.52 40.60 73.16 110.96 7. Pinole 27.94 33.11 58.91 85.50 8. Richmond 27.42 33.32 63.39 94.32 9. Rodeo* 24.52 26.31 32.09 44.12 10. San Pablo 23.69 28.84 55.59 83.86 Average: Non-County Franchises $30.11 $36.31 $64.44 $90.68 Crockett rates – Curbside: Existing (2016) $22.44 $27.32 $46.66 $56.69 Difference: 2016 -25.5% -24.8% -27.6% -37.5% Crockett rates – Curbside: Base Year (2017) $25.64 $30.41 $53.32 $64.79 Difference: 2017 -14.8% -16.2% -17.3% -28.6% Unincorporated County Areas 1. Alamo & Uninc Central CCC (CCCSWA)  $20.80 $23.62 $44.97 $67.47 2. Garaventa Served Areas (County) 29.25 36.50 42.34 50.37 3. AWS (Republic) – Cent/East CCC (County) 16.07 21.04 31.36 40.68 4. Richmond Sanitary – West CCC (County) 25.81 31.56 60.44 90.04 Average: County/JPA Franchises $23.09 $29.70 $45.00 $62.48 Crockett rates – Curbside: Existing (2016) $22.44 $27.32 $46.66 $56.69 Difference: 2016 -2.4% -3.1% 4.2% -8.8% Crockett rates – Curbside: Base Year (2017) $25.64 $30.41 $53.32 $64.79 Difference: 2017 11.1% 5.1% 18.5% 3.7% * Unincorporated areas served pursuant to franchise agreements governed by other agencies without County involvement. February 14, 2017 Contra Costa County Board of Supervisors 86 Ms. Deidra Dingman, Conservation Programs Manager Page 18 November 23, 2016 Final Report Table B-2 Comparison of 2016 Crockett Area Commercial Rates with Neighboring Jurisdictions/Service Areas (Per Customer, Per Month) * Unincorporated areas served pursuant to franchise agreements governed by other agencies without County involvement. Jurisdiction 2 cu. yd. 1/week 2 cu. yd. 2/week 1. Albany $327.74 $655.48 2. Berkeley 263.71 553.76 3. El Cerrito 559.51 1,071.01 4. Hercules 413.93 756.98 5. Kensington* 384.50 768.00 6. Oakland 345.74 691.48 7. Pinole 415.06 762.92 8. Richmond 365.40 679.95 9. Rodeo* 170.56 341.09 10. San Pablo 366.69 672.78 Average: Non-County Franchises $361.28 $695.35 Crockett rates: Existing (2016) $162.74 $245.88 Difference -55% -65% Unincorporated County Areas 1. Alamo & Uninc Central CCC (CCCSWA)  $284.04 $568.05 2. Garaventa Served Areas (County) 300.53 419.77 3. AWS (Republic) – Cent/East CCC (County) 210.80 489.71 4. Richmond Sanitary – West CCC (County) 344.51 630.36 Average: County/JPA Franchises $284.97 $526.97 Crockett rates: Existing (2016) $162.74 $245.88 Difference -43% -53% February 14, 2017 Contra Costa County Board of Supervisors 87 February 14, 2017Contra Costa County Board of Supervisors88 February 14, 2017Contra Costa County Board of Supervisors89 RECOMMENDATION(S): CONSIDER accepting the report from the Employment and Human Services Department regarding the impacts of technology on client access to public benefits. FISCAL IMPACT: There are no fiscal impacts. BACKGROUND: On June 7, 2016, the Board of Supervisors approved the Employment and Human Services Director's recommendation to refer oversight on the impacts of technology on access to public benefits to the Family and Human Services Committee (F&HS), due to the department's reworking of its business processes and development of technologies to make remote access of public benefits more common for its clients. This became F&HS Referral No. 114. On November 14, 2017, the department provided the first report to F&HS on this referral. F&HS approved being forwarded to the full Board for a future date, as a discussion item. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Enid Mendoza, (925) 335-1039 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: D.5 To:Board of Supervisors From:FAMILY & HUMAN SERVICES COMMITTEE Date:February 14, 2017 Contra Costa County Subject:F&HS Referral No. 114 - Impact of Technology on Access to Public Benefits February 14, 2017 Contra Costa County Board of Supervisors 90 CONSEQUENCE OF NEGATIVE ACTION: The Board will not receive an update on the technology projects the Employment and Human Services Department is working on to better support clients in benefit programs. CHILDREN'S IMPACT STATEMENT: ATTACHMENTS EHSD Report to F&HS on Technology Projects February 14, 2017 Contra Costa County Board of Supervisors 91 40 Douglas Drive, Martinez, CA 94553 • (925) 313-1500 • Fax (925) 313-1575 • www.ehsd.org M E M O R A N D U M Kathy Gallagher, Director The Employment and Human Services Department (EHSD) is pleased to provide this update to the Family and Human Services Committee (FHS) on the use of technology and our technology vision for the department. We continue to press forward with new applications of technology that support our customers and staff. STATE AND DEPARTMENT-WIDE SYSTEMS EHSD uses multiple state mandated and managed systems to carry out its core functions.  Contra Costa County is one of 18 counties in the California Work Opportunity and Responsibility to Kids Information Network (CalWIN) Consortium. CalWIN is an automated eligibility system that supports the administration of public assistance programs including CalWORKs, CalFresh, Medi-Cal, General Assistance, Foster Care and case management for Employment Services.  We also use the Child Welfare Services/Case Management System (CWS/CMS) to support child welfare services.  The Medi-Cal Eligibility Data System (MEDS) is a data system for maintaining eligibility information for public assistance programs including Medi-Cal.  Our In-Home Supportive Services (IHSS) is managed through the Case Management Information and Payrolling System II (CMIPS II), a statewide database which supports and centrally processes payroll as well as assisting with case management and reports.  Electronic Benefit Transfer (EBT) is a state debit card similar to an ATM card that is used to issue CalFresh and cash aid benefits for CalWORKs and General Assistance. This system interfaces with CalWIN.  The newest statewide system is the California Health Eligibility, Enrollment, and Retention System (CalHEERS), a business rules engine to determine eligibility for coverage under the Affordable Care Act (ADA). While not a state mandated system, EHSD is “paperless” for its public assistance program case records through the use of a document imaging and management system called Compass Pilot. The use of this system allows desktop access to case information and customer data for any EHSD staff with a need to access the data. EHSD has also used its internal technology staff to develop a number of applications to assist staff and to carry out our work more efficiently. To: Family and Human Services Committee Date: November 14, 2017 From: Employment and Human Services Department Subject: #114 Impact of Technology on Access to Public Benefits February 14, 2017 Contra Costa County Board of Supervisors 92 Page 2 TECHNOLOGY IS IN THE CULTURE OF EHSD The EHSD has a long tradition of using technology to carry out its business, whether with state systems or in- house developed applications. A strong contributor to this culture has been the need for staff in the department to be able to access case information from any location. This led EHSD to reduce reliance on paper records and move to electronic case records over 11 years ago. To ensure that our use of technology keeps pace with the needs of our staff and customers, the department assembled a Program Technology Advisory Committee that includes the director, all members of the department’s Executive Team and key technology staff. This committee meets monthly to assess the state of technology within the department and set technology priorities for the department. The use of technology fully supports the EHSD Vision, Mission and Values. The department is currently developing its long range technology vision that states: “EHSD technology is the leader in agile technology capabilities, interoperability and information sharing for empowering customers, staff and partners to achieve a healthy, safe, secure and self-sufficient community.” Our technology goals over the next 3-5 years will focus on strategies that include:  Customer facing technology  Customer support using technology  Productivity enhancements  Pursuing innovation and ideas for internal and external customer service including processes for bringing ideas forward We have an initiative underway to include our customers in our deliberations about the use of technology that they believe will be beneficial. A number of our customers participate in our job search program and part of their experience is to work at a personal computer to prepare resumes and send them to prospective employers. We ask them to complete a survey on how they are currently using their personal technology, e.g., smart phones, and to tell us what additional items they believe would be beneficial uses of technology. As a result of this survey, we know that across the county, approximately three-fourths of our customers have smart phones and would like to be able to get updates on case status and text messages as reminders of appointments and items that are due. Our customers want additional ways to communicate with us electronically including the use of email. We also know that over half our customers have access to technology including personal computers and are very comfortable with using technology. We continue to gather input from this survey but we are using the information we have already gained to inform our thinking on future directions. INITIATIVES UNDERWAY OR PLANNED There was a recent management evaluation conducted by the California Department of Social Services focusing on our CalFresh program. The evaluators are experienced state staff that travel to counties throughout the state and visit many social services offices. The evaluation team visited three EHSD customer service offices to observe our processes in real-time and to see what our customers experience. At the conclusion of their evaluation, and based on their observations, they were extremely complimentary about the technology that is available to our customers. They stated that they sometimes see one or two pieces of technology in a typical customer reception area but not the extent of technology to directly serve customers that they saw in the EHSD reception areas. As customers come into the reception area they are greeted, and if needed, directed to a check-in kiosk. If they have an appointment or need to see a worker the kiosk produces a ticket which allows the customer to be called for the appointment or obtain service in order of arrival. There are large screen monitors that are visible throughout the reception area that show the number of the customers being seen. These monitors also provide useful information to customers to inform them of services or upcoming events. If they need to speak to their worker by phone there is a bank of phones with privacy protection to facilitate the calls. If they are bringing in documents we provide a self-scanning kiosk so they can scan their documents and not wait to see someone to February 14, 2017 Contra Costa County Board of Supervisors 93 Page 3 drop them off. There is also a physical drop box for documents if the customer prefers that method. We provide personal computers that allow customers to apply for services on-line from our reception area and as part of this service we provide scanners, printers and a copy machine. Customers can sign documents electronically. For more than a year we have been asking customers if they want to be notified of appointments and due dates by text messages. Currently customers receiving CalWORKs and CalFresh benefits can receive text messages. We have over 14,000 customers that have opted-in to receive text messages and we are adding over 800 a month. We are moving to an “opt-out” process that will allow us to reach many more customers and we are looking at other program areas such as MediCal, Children’s Services and In-Home Supportive Services for expansion of text messaging. The effective use of text messaging is a great service and is effective in helping our customers with the continuity of their benefits. The Board of Supervisors fully supported the state legislation that allows Social Services agencies to donate surplus personal computers to citizens in good standing in benefits programs. EHSD has an agreement with a nonprofit organization to refurbish surplus computers and make the computers, along with an Internet connection, training and support available to our customers. To date over 50 families have used this program and we have over 150 additional customers that will receive computers by the end of 2016. We are taking steps to do additional publicity for this program and expect to see increased activity. This program can be instrumental in helping low income residents of Contra Costa County bridge the digital divide, help children with school work, apply for jobs, and get medical information. As part of the CalWIN Consortium, our customers have access to My Benefits CalWIN (MyBCW). Through the MyBCW website customers can get information on assistance programs, apply for benefits, complete periodic reporting, find a social services office in their area, and check on their current benefits from wherever they are at any time. Access to MyBCW is also available through the EHSD website and we continue to publicize its availability. EHSD works closely with Health Services, the Food Bank and other community based organizations on their efforts to use MyBCW to assist citizens to apply for benefits. These organizations provide additional portals that allow for applications to be submitted from additional locations within the county. We recently opened a centralized mail unit where documents are received in a central location and scanned into the electronic records system so they are immediately available to all workers needing access. This allows for faster case processing and for customers to track the progress of their cases. We know from our data collection, that approximately one-third of the people coming into our reception areas are there only to drop off documents. EHSD recently added Self-Scanning Kiosks (SSK) to our reception areas. This allows a customer to scan their own documents and avoid having to wait if all they need to do is drop off documents. The SSK have greatly enhanced customer service and the acceptance of the scanners by customers continues to rise every month. We also provide a physical drop box for customers preferring that method. To ensure customers do not have to leave an original document we provide a copy machine in the reception area for customer use. We are finishing the implementation of our Workload Distribution Tool (WDT). This software allows us to collect, distribute, and track workload in our major programs. This software allows workers and managers to see and manage work more efficiently and effectively to meet processing timelines and provide data in near real time. We are completing the first phase of an initiative to allow our customers to complete their periodic recertification interviews using video conferencing from an EHSD office. We offer this in English and Spanish and provide a touch screen monitor for ease of use. Customers can easily sign documents right on the computer screen. We are now moving this service out to all our offices and will soon provide for customers to video February 14, 2017 Contra Costa County Board of Supervisors 94 Page 4 conference from anywhere including their homes. We are also working with the contractor that provides translation services to offer translation via video conferencing, including American Sign Language for non-English speakers. Our In-Home Supportive Services care providers can use an Interactive Voice Response (IVR) system to check on the status of their pay. While the state processes payments for the care providers, the county works directly with the care providers on any questions. The IVR allows care providers to obtain information from any phone at any time. EHSD has a goal of being a data driven organization and having immediate access to data from the programs we administer is critical. Our managers and supervisors need program performance information to facilitate decision making and enhance our ability to provide superior customer service. We are currently working on two tracks to provide quick access to information described collectively as Business Intelligence (BI). The two tracks include: i) EHSD has partnered with Santa Clara County Social Services to piggyback on their in-house custom solution. This gives us access to the information in EHSD’s systems of record (CalWIN, CMIPS II, CWS/CMS) quickly and easily without the need to develop our own in-house BI or engage our Technology staff in designing custom reports; ii) EHSD, through our participation in the CalWIN consortium, has partnered with other CalWIN counties to support the CalWIN BI initiative. The migration of data into Santa Clara BI process is nearing completion and the CalWIN BI process is in testing. When these systems are fully on line, our directors, managers and supervisors can quickly answer questions about who our clients are, e.g., where they live, demographics, case status, and trending and forecasting, and overall program compliance. The programs supported include, IHSS, Medi-Cal, CalFresh, General Assistance, CalWORKs and Child Welfare. EHSD is updating and replacing a number of internal programs to assist with timekeeping, position management and tracking, a personnel management data base, fiscal management and retrieval of policies, regulations and reference materials. Our department is committed to making effective use of technology to provide our customers with a good experience and to assist our staff in carrying out their important work. We actively pursue new or better uses of technology that have been proven to work. Based on feedback from them, we continue to work toward providing multiple portals for our customers to apply for and receive benefits under the programs we administer to substantially reduce the need to come into one of our offices. February 14, 2017 Contra Costa County Board of Supervisors 95 RECOMMENDATION(S): 1. OPEN PUBLIC HEARING, pursuant to Section 6586.5 of the Government Code, to consider adopting Resolution No. 2017/57, approving the issuance by the Contra Costa Public Financing Authority of Lease Revenue Bonds, 2017 Series A, in a principal amount not to exceed $105,000,000 to finance various capital projects and a refunding of outstanding bonds for savings; 2. RECEIVE Public testimony; 3. CLOSE Public Hearing; 4. ACKNOWLEDGE and reaffirm previous approvals of projects APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Timothy Ewell, 925-335-1036 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: Hon. Robert R. Campbell, Auditor-Controller, Hon. Russell V. Watts, Treasurer-Tax Collector, Rebecca Hooley, Deputy County Counsel, Diana Oyler, Public Works Department D.6 To:Board of Supervisors From:David Twa, County Administrator Date:February 14, 2017 Contra Costa County Subject:AUTHORIZE ISSUANCE OF LEASE REVENUE BONDS, 2017 SERIES A February 14, 2017 Contra Costa County Board of Supervisors 96 RECOMMENDATION(S): (CONT'D) 5. ADOPT Resolution No. 2017/57, approving the issuance by the Contra Costa Public Financing Authority of Lease Revenue Bonds, 2017 Series A, in a principal amount not to exceed $105,000,000 to finance various capital projects and a refunding of outstanding bonds for savings 6. APPROVE and AUTHORIZE the forms of and directing the execution and delivery of a Trust Agreement, Site Lease, Facilities Lease, a Continuing Covenant Agreement, an Escrow Agreement and related financing documents; and 7. APPROVE and AUTHORIZE the taking of necessary actions and the execution of necessary documents in connection therewith. FISCAL IMPACT: Issuance of up to $105 million in bond financing. In current market conditions, the County expects to issue $9.525 million for new capital projects and approximately $90.075 to refund existing lease revenue bonds. The refunding of eligible bonds at current market rates will save the County approximately $9.3 million on a net present value basis through 2028. BACKGROUND: The County has improvements to the Contra Costa Regional Medical Center, the Pittsburg Health Center, Contra Costa Health Services and the Women, Infant & Children Building in the approximate amount of $9.5 million. In addition, a portion of the Authority’s existing Lease Revenue Bonds can be refunded in the current market for debt service savings. In the current market, the Authority could issue approximately $99,600,000 of fixed rate direct purchase 2017 Series A Bonds (the “2017A Bonds”) to finance various improvements and to refund the Authority’s outstanding 2007 Series A, 2007 Series B, and 2009 Series A Lease Revenue Bonds. New Money Bonds: Capital Improvements - The Authority would finance approximately $9,500,000 in various capital improvements. The bonds would have level debt service and amortize over 10 years, with principal paid from 2018 through 2027, in an approximate amount of $1.08 million per year. Refunding Bonds: The refunding portion of the 2017A Bonds would be structured with uniform savings by refunded series, and would include the 2007 A&B bonds and 2009A bonds, with a cumulative refunded principal amount of $117 million. There is a debt service reserve fund associated with the refunded 2007 Series A and B bonds, a portion of which is funded with cash. The cash associated with the reserve fund will be contributed to the refunding escrow and will reduce the amount of bonds needed to be issued to refund the 2007A and B bonds. Refunding savings are dependent on market rates, but we anticipate a total cash flow savings of $24.6 million and a net present value savings of $9.25 million, or 7.91%, based on current market rates. 1999 Trust Agreement: The 2007 Series A and B potential refunded bonds were issued pursuant to the 1999 Trust Agreement and are the only bonds remaining under that February 14, 2017 Contra Costa County Board of Supervisors 97 Trust Agreement. The refunding of these bonds will release the leased assets from the 1999 Trust Agreement. The 2017A Bonds would be issued under a new 2017 Trust Agreement. As with the Authority’s existing Lease Revenue Bonds, the total value of the leased facilities must equal or exceed the par amount of the bonds and the fair market rental value of the leased facilities must equal or exceed the annual debt service payments on the bonds. The 2017A Bonds are not expected to have level overall debt service because the refunded bonds do not have level debt service. As such, the intention would be to secure the 2017A Bonds with several assets, with various lease maturity dates based on the shape of the 2017A debt service. All of the above results are subject to market conditions at the time of financing. Various documents are necessary to complete the financing and refunding, including a Trust Agreement, Site Lease, Facilities Lease, a Continuing Covenant Agreement, an Escrow Agreement and related financing documents (collectively, the “Financing Documents”). Through the Site Lease, the County leases certain facilities to the Authority. The County then leases back the facilities leased to the Authority under the Facilities Lease. Based on the revenue from the lease back of the facilities, and pursuant to the terms of the Trust Agreement, the Authority issues bonds and Wells Fargo Bank, National Association (WFB) acts as trustee for the bonds. Finally, under the terms of the Continuing Covenant Agreement, WFB will purchase the bonds and the County and Authority will take certain actions and deliver certain documents. The terms of the Continuing Covenant contain WFB’s remedies in the event that the County or Authority default on their respective obligations and requires the County and Authority to indemnify WFB for actions related to various Financing Documents and the bonds. CONSEQUENCE OF NEGATIVE ACTION: The Authority will be unable to issue the bonds, delaying construction and reimbursement of capital projects. In addition, the County would be unable to realize savings from refunding of existing debt. CHILDREN'S IMPACT STATEMENT: No impact. CLERK'S ADDENDUM CLOSED Public Hearing; ACKNOWLEDGED and reaffirmed previous approvals of projects ADOPTED Resolution No. 2017/57, approving the issuance by the Contra Costa Public Financing Authority of Lease Revenue Bonds, 2017 Series A; APPROVED and AUTHORIZED the forms of and directing the execution and delivery of a Trust Agreement, Site Lease, Facilities Lease, a Continuing Covenant Agreement, an Escrow Agreement and related financing documents; and APPROVED and AUTHORIZED the taking of necessary actions and the execution of necessary documents in connection therewith. AGENDA ATTACHMENTS Resolution No. 2017/57 Body of Resolution No. 2017/57 Trust Agreement February 14, 2017 Contra Costa County Board of Supervisors 98 Facilities Lease Site Lease Escrow Agreement Continuing Covenant Agreement Proof of Notice - Public Hearing MINUTES ATTACHMENTS Signed Resolution No. 2017/57 February 14, 2017 Contra Costa County Board of Supervisors 99 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 02/14/2017 by the following vote: AYE: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/57 RESOLUTION APPROVING THE ISSUANCE AND SALE OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, 2017 SERIES A IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $105,000,000 TO FINANCE VARIOUS CAPITAL PROJECTS AND TO REFUND VARIOUS OUTSTANDING LEASE REVENUE BONDS OF THE AUTHORITY, AUTHORIZING THE FORMS OF AND DIRECTING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, A SITE LEASE, A FACILITIES LEASE, A CONTINUING COVENANT AGREEMENT, AND RELATED FINANCING DOCUMENTS; APPROVING THE FORM OF AN ESCROW AGREEMENT; AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION OF NECESSARY DOCUMENTS IN CONNECTION THEREWITH WHEREAS, the County of Contra Costa (the “County”) and the Contra Costa County Flood Control and Water Conservation District have entered into an Amended and Restated Joint Exercise of Powers Agreement, dated June 16, 2015 pursuant to an amendment of the Joint Exercise of Powers Agreement, dated as of April 7, 1992 (as amended, the “Joint Powers Agreement”), between the County and the Contra Costa County Redevelopment Agency which Joint Powers Agreement creates and establishes the County of Contra Costa Public Financing Authority (the “Authority”); WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”) and the Joint Powers Agreement, the Authority is authorized to issue bonds for financing public capital improvements whenever there are significant public benefits; WHEREAS, pursuant to a Trust Agreement, dated as of February 1, 1999 (as previously amended and supplemented, the “1999 Trust Agreement”), by and between the Authority and Wells Fargo Bank, National Association, as successor trustee (the “Trustee”), the Authority issued $122,065,000 of its Lease Revenue Bonds (Refunding and Various Capital Projects), 2007 Series A (the “2007 Series A Bonds”), and $110,265,000 of its Lease Revenue Bonds (Medical Center Refunding), 2007 Series B (the “2007 Series B Bonds”) in order to finance and refinance capital projects for the County; WHEREAS, pursuant to a Trust Agreement, dated as of June 1, 2009 (the “2009 Trust Agreement”), by and between the Authority and Trustee, the Authority issued $25,061,614.90 of its Lease Revenue Bonds (Capital Project Program), 2009 Series A (the “2009 Series A Bonds,” and collectively with the 2007 Series A and the 2007 Series B Bonds, the “Refunded Bonds”) in order to finance and refinance capital projects for the County; WHEREAS, this Board of Supervisors of the County (the “Board”) hereby requests the Authority to assist the County in the refunding and defeasance of the Refunded Bonds in order to produce debt service savings, resulting in significant public benefits for the County; WHEREAS, this Board hereby further requests that the Authority assist the County in financing all or a portion of the cost of various public capital projects, including, but not limited to, (i) improvements to the Contra Costa Regional Medical Center, located at 2500 Alhambra Avenue in the City of Martinez; (ii) expansion and improvements to the Pittsburg Health Center, located at 2311 Loveridge Road in the City of Pittsburg; (iii) improvements to the Contra Costa Health Services, located at 595 Center Avenue and 597 Center Avenue in the City of Martinez; and (iv) improvements to the Women, Infant & Children Building, located at 13601 San Pablo Avenue in the City of San Pablo (collectively, the “2017 Project”); 5 February 14, 2017 Contra Costa County Board of Supervisors 100 WHEREAS, the County desires to request and approve the Authority’s issuance of County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A (the “Bonds”) in an amount sufficient to finance the 2017 Project, refund the Refunded Bonds and pay related costs of issuance; WHEREAS, in accordance with the requirements of Section 6586.5 of the Act, a public hearing regarding the financing of the 2017 Project proposed herein was conducted by the County on February 14, 2017; WHEREAS, notice of such hearing was published at least five days prior to such hearing in a newspaper of general circulation in the County; WHEREAS, the County hereby determines that the financing of the 2017 Project by the issuance of the Bonds by the Authority will result in significant public benefits to the County, including demonstrable savings in effective interest rate, bond preparation, or bond issuance costs; WHEREAS, it is further proposed that the Authority and the Trustee enter into a trust agreement (the “Trust Agreement”), acknowledged by the County, and, pursuant to the Trust Agreement, the Authority will issue the Bonds in an aggregate principal amount not to exceed $105,000,000; WHEREAS, it is proposed that the County enter into a site lease (the “Site Lease”) pursuant to which it will lease certain real property, including, but not limited to the facilities described in the Site Lease (collectively with all such property to be leased pursuant to the Site Lease, the “2017 Facilities”), to the Authority; WHEREAS, it is proposed that the County enter into a facilities lease (the “Facilities Lease”) pursuant to which it will lease back the 2017 Facilities from the Authority; WHEREAS, under the Facilities Lease, the County will be obligated to make base rental payments to the Authority which the Authority will cause to be used to pay debt service on the Bonds; WHEREAS, the County deems it necessary and desirable to authorize the sale of the Bonds by a direct purchase to Wells Fargo Bank, National Association or one of its affiliates (the “Purchaser”) pursuant to a Continuing Covenant Agreement among the County, the Authority and the Purchaser (the “Continuing Covenant Agreement”); WHEREAS, Montague DeRose and Associates, LLC, is serving as financial advisor (the “Financial Advisor”) to the County and the Authority, and Nixon Peabody LLP is serving as bond counsel (“Bond Counsel”) to the County and the Authority in connection with the financing and refinancing; WHEREAS, this Board has been presented with the substantially final form of each document referred to herein relating to the Bonds, and the Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; WHEREAS, the County has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions hereinafter authorized; and WHEREAS, the County expects to finance the 2017 Project and to refund the Refunded Bonds on a tax-exempt basis; Contact: Timothy Ewell, 925-335-1036 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: Hon. Robert R. Campbell, Auditor-Controller, Hon. Russell V. Watts, Treasurer-Tax Collector, Rebecca Hooley, Deputy County Counsel, Diana Oyler, Public Works Department February 14, 2017 Contra Costa County Board of Supervisors 101 February 14, 2017 Contra Costa County Board of Supervisors 102 February 14, 2017 Contra Costa County Board of Supervisors 103 NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: Section 1. The foregoing recitals are true and correct and this Board so finds and determines. Section 2. The County hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the County and that the statements, findings and determinations of the County set forth above are true and correct and that the issuance of the Bonds by the Authority for the refunding of the Refunded Bonds and the financing of the 2017 Project will result in demonstrable savings in effective interest rate, bond preparation, bond underwriting or bond issuance costs producing significant public benefits and the refunding of the Refunded Bonds will result in savings to the County. Section 3. The Board of Supervisors hereby requests and approves the issuance of the Bonds by the Authority, in a principal amount of not to exceed $105,000,000 for the financing of the 2017 Project, the refunding of the Refunded Bonds and the payment of related transaction costs. Section 4. The form of Site Lease on file with the Clerk of the Board of Supervisors is hereby approved and the Chair of the Board of Supervisors, the Vice Chair of the Board of Supervisors, the County Administrator of the County, the County Finance Director or any designee of any such official (the “Authorized Signatories”) and the Clerk of the Board of Supervisors or any assistant clerk of the Board of Supervisors (the “Clerk”), each acting alone, are hereby authorized and directed to execute and deliver, and the Clerk to attest, the Site Lease in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term thereof shall end on the date on which all Base Rental Payments and Additional Payments due and owing under the Facilities Lease are paid in full, not to exceed a term of 20 years. Section 5. The form of Facilities Lease on file with the Clerk is hereby approved and any one of the Authorized Signatories, each acting alone, is hereby authorized and directed to execute and deliver, and the Clerk to attest, the Facilities Lease in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the maximum annual base rental payments payable under the Facilities Lease shall not exceed $21 million and the term of the Facilities Lease (including any extensions) shall end on the date on which all of the Base Rental Payments and Additional Payments have been paid in full; provided that in the event the obligation of the County to pay Base Rental Payments or Additional Payments is abated for any period under the Facilities Lease, the term of the Facilities Lease shall extend until such time as all Base Rental Payments and Additional Payments set forth in the Facilities Lease have been paid in full, provided that the term of the Facilities Lease shall not extend more than ten years following the last Base Rental Payment date set forth in the Facilities Lease. February 14, 2017 Contra Costa County Board of Supervisors 104 Section 6. The form of Trust Agreement on file with the Clerk is hereby approved. Any one of the Authorized Signatories, each acting alone, is hereby authorized and directed to acknowledge the execution and delivery of the Trust Agreement in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the acknowledgement thereof. Section 7. The form of Continuing Covenant Agreement on file with the Clerk is hereby approved. Any one of the Authorized Signatories, acting alone, is hereby authorized and directed to execute and deliver said Continuing Covenant Agreement in substantially the form on file with the Clerk, with such additions, deletions, changes and corrections therein as such officer shall require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however that (i) the interest rate on the Bonds (excluding any default rate or taxable rate) shall not exceed a true interest cost of three and a half percent (3.5%) per annum, and (ii) the refunding of the Refunded Bonds shall result in savings in accordance with the County’s Debt Management Policy. Section 8. The form of Escrow Agreement on file with the Clerk is hereby approved. Any one of the Authorized Signatories, each acting alone, is hereby authorized and directed to acknowledge the execution and delivery of the Escrow Agreement in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the acknowledgement thereof Section 9. The Authorized Signatories are each hereby authorized to enter into or to instruct the Authority or the Trustee to enter into one or more investment agreements, float contracts, other hedging products that are authorized under the County’s Debt Policy from time to time (hereinafter collectively referred to as the “Investment Agreement”) providing for the investment of moneys in any of the funds and accounts created under the Trust Agreement, on such terms as the Authorized Signatories shall deem appropriate including providing investments with terms up to the final maturity date of the Bonds. Pursuant to Section 5922 of the California Government Code, this Board hereby finds and determines that the Investment Agreement is designed to reduce the amount and duration of interest rate risk with respect to amounts invested pursuant to the Investment Agreement and is designed to reduce the amount or duration of payment, rate, spread or similar risk or result in a lower cost of borrowing when used in combination with the Bonds or enhance the relationship between risk and return with respect to investments. Section 10. The Authorized Signatories and other officers of the County are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, preparation of title reports and/or a title insurance policy, signature certificates, no-litigation certificates, tax and rebate certificates, and execution of any escrow instructions and documents in connection with the refunding and defeasance of the Refunded Bonds. The Authorized Signatories and other appropriate officers of the County before and after the issuance of the Bonds are hereby authorized and directed to execute and deliver any and all documents related to transfers of real property, lease termination agreements, property acceptances, title clarification documents, certificates, instructions as to investments, written February 14, 2017 Contra Costa County Board of Supervisors 105 requests and other certificates necessary or desirable to refund the Refunded Bonds, administer the Bonds or leases, pay costs of issuance or to accomplish the transactions contemplated herein. Section 11. All actions heretofore taken by the officers and agents of the County with respect to the issuance and sale of the Bonds are hereby approved and confirmed. February 14, 2017 Contra Costa County Board of Supervisors 106 Section 12. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 14th day of February, 2017. Chair of the Board of Supervisors County of Contra Costa, California ATTEST: David J. Twa, Clerk of the Board of Supervisors and County Administrator By: Chief Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California February 14, 2017 Contra Costa County Board of Supervisors 107 4841-8308-1024.5 CLERK’S CERTIFICATE The undersigned, Chief Deputy Clerk of the Board of Supervisors of the County of Contra Costa, hereby certifies as follows: The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly and regularly held at the regular meeting place thereof on the 14th day of February, 2017, 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: 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. The foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting; said resolution has not been amended, modified or rescinded since the date of its adoption; and the same is now in full force and effect. WITNESS my hand and the seal of the County of Contra Costa this 14th day of February, 2017. Chief Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California February 14, 2017 Contra Costa County Board of Supervisors 108 4848-0290-9760.4 NP DRAFT 2/7/17 TRUST AGREEMENT by and between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Dated as of [March] 1, 2017 $[_________] County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A February 14, 2017 Contra Costa County Board of Supervisors 109 4848-0290-9760.4 TABLE OF CONTENTS Page i ARTICLE I DEFINITIONS; EQUAL SECURITY ....................................................................... 3 SECTION 1.01 Definitions....................................................................................... 3 SECTION 1.02 Equal Security ............................................................................... 12 SECTION 1.03 Interpretation ................................................................................. 13 ARTICLE II THE BONDS ........................................................................................................... 13 SECTION 2.01 Authorization of Bonds ................................................................. 13 SECTION 2.02 Terms of the Bonds ....................................................................... 13 SECTION 2.03 Form of Bonds .............................................................................. 15 SECTION 2.04 Execution of Bonds ....................................................................... 15 SECTION 2.05 Transfer and Payment of Bonds .................................................... 15 SECTION 2.06 Exchange of Bonds ....................................................................... 16 SECTION 2.07 Bond Registration Books .............................................................. 17 SECTION 2.08 Mutilated, Destroyed, Stolen or Lost Bonds; Temporary Bonds ............................................................................................ 17 SECTION 2.09 Special Covenant as to Book-Entry Only System for Bonds ....... 18 ARTICLE III ISSUANCE OF Bonds ........................................................................................... 19 SECTION 3.01 Procedure for the Issuance of Bonds ............................................ 19 SECTION 3.02 Project Fund .................................................................................. 20 SECTION 3.03 Intentionally Left Blank ................................................................ 21 SECTION 3.04 Intentionally Left Blank ................................................................ 21 SECTION 3.05 Limitations on the Issuance of Obligations Payable From Revenues ....................................................................................... 21 ARTICLE IV REDEMPTION OF BONDS ................................................................................. 21 SECTION 4.01 Extraordinary Redemption ............................................................ 21 SECTION 4.02 Optional Redemption .................................................................... 21 SECTION 4.03 [Mandatory Sinking Fund Redemption ........................................ 22 SECTION 4.04 Selection of Bonds for Redemption .............................................. 22 SECTION 4.05 Notice of Redemption; Cancellation; Effect of Redemption ........ 22 ARTICLE V REVENUES ............................................................................................................ 23 SECTION 5.01 Pledge of Revenues and Assignment ............................................ 23 SECTION 5.02 Receipt and Deposit of Revenues in the Revenue Fund ............... 24 SECTION 5.03 Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund ......................................................... 24 SECTION 5.04 Application of Insurance Proceeds ............................................... 25 SECTION 5.05 Deposit and Investments of Money in Accounts and Funds ........ 26 ARTICLE VI COVENANTS OF THE AUTHORITY ................................................................ 27 SECTION 6.01 Punctual Payment and Performance ............................................. 27 SECTION 6.02 Against Encumbrances.................................................................. 27 February 14, 2017 Contra Costa County Board of Supervisors 110 4848-0290-9760.4 TABLE OF CONTENTS (continued) Page ii SECTION 6.03 Rebate Fund .................................................................................. 27 SECTION 6.04 Tax Covenants .............................................................................. 27 SECTION 6.05 Accounting Records and Reports.................................................. 28 SECTION 6.06 Prosecution and Defense of Suits ................................................. 28 SECTION 6.07 Further Assurances........................................................................ 28 SECTION 6.08 Maintenance of Revenues ............................................................. 29 SECTION 6.09 Amendments to Facilities Lease and Site Lease ........................... 29 SECTION 6.10 Leasehold Estate ........................................................................... 30 SECTION 6.11 Intentionally Left Blank ................................................................ 31 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS .................. 31 SECTION 7.01 Events of Default and Acceleration of Maturities ........................ 31 SECTION 7.02 Application of Funds Upon Acceleration ..................................... 32 SECTION 7.03 Institution of Legal Proceedings by Trustee ................................. 33 SECTION 7.04 Non-Waiver................................................................................... 33 SECTION 7.05 Remedies Not Exclusive ............................................................... 33 SECTION 7.06 [Bondholders’ Direction of Proceedings ...................................... 34 SECTION 7.07 Limitation on Bondholders’ Right to Sue ..................................... 34 ARTICLE VIII THE TRUSTEE .................................................................................................. 34 SECTION 8.01 The Trustee ................................................................................... 34 SECTION 8.02 Liability of Trustee ....................................................................... 35 SECTION 8.03 Compensation and Indemnification of Trustee ............................. 38 ARTICLE IX AMENDMENT OF THE TRUST AGREEMENT ............................................... 38 SECTION 9.01 Amendment of the Trust Agreement ............................................ 38 SECTION 9.02 Disqualified Bonds........................................................................ 39 SECTION 9.03 Endorsement or Replacement of Bonds After Amendment ......... 40 SECTION 9.04 Notice to and Consent of Bondholders ......................................... 40 SECTION 9.05 Amendment by Mutual Consent ................................................... 40 ARTICLE X DEFEASANCE ....................................................................................................... 40 SECTION 10.01 [Discharge of Bonds ..................................................................... 40 SECTION 10.02 Unclaimed Money ......................................................................... 41 ARTICLE XI MISCELLANEOUS .............................................................................................. 42 SECTION 11.01 Liability of Authority Limited to Revenues .................................. 42 SECTION 11.02 Benefits of this Trust Agreement Limited to Parties and Third Party Beneficiaries .............................................................. 42 SECTION 11.03 Successor Is Deemed Included in All References to Predecessor ................................................................................... 42 SECTION 11.04 Execution of Documents by Bondholders .................................... 43 SECTION 11.05 Waiver of Personal Liability ......................................................... 43 SECTION 11.06 Intentionally Left Blank ................................................................ 43 February 14, 2017 Contra Costa County Board of Supervisors 111 4848-0290-9760.4 TABLE OF CONTENTS (continued) Page iii SECTION 11.07 Accounts and Funds ...................................................................... 43 SECTION 11.08 Business Day ................................................................................. 43 SECTION 11.09 Notices .......................................................................................... 43 SECTION 11.10 Article and Section Headings and References .............................. 44 SECTION 11.11 Partial Invalidity............................................................................ 44 SECTION 11.12 Governing Law ............................................................................. 44 SECTION 11.13 Execution in Several Counterparts................................................ 45 Exhibit A Form of 2017 Series A Bond ................................................................................ A-1 Exhibit B Form of Requisition – Project Fund ..................................................................... B-1 Exhibit C Form of Requisition – Costs of Issuance ............................................................. C-1 February 14, 2017 Contra Costa County Board of Supervisors 112 4848-0290-9760.4 THIS TRUST AGREEMENT dated as of [March] 1, 2017 (the “Trust Agreement”), by and between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the “Authority”), a joint exercise of powers authority duly organized and existing pursuant to an agreement entitled “Amended and Restated Joint Exercise of Powers Agreement” by and between the County of Contra Costa and the Contra Costa County Flood Control and Water Conservation District, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America and qualified to accept and administer the trusts hereby created, as trustee (the “Trustee”); W I T N E S S E T H: WHEREAS, the Authority is a joint exercise of powers authority duly organized and operating pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (hereinafter, the “Act”); WHEREAS, Article 4 of the Act authorizes and empowers the Authority to issue bonds to assist local agencies in financing projects and programs consisting of certain public improvements or working capital or liability and other insurance needs whenever a local agency determines that there are significant public benefits from so doing; WHEREAS, the Authority has issued $122,065,000 of its Lease Revenue Bonds (Refunding and Various Capital Projects), 2007 Series A (the “2007 Series A Bonds”), and $110,265,000 of its Lease Revenue Bonds (Medical Center Refunding), 2007 Series B (the “2007 Series B Bonds” and, together with the 2007 Series A Bonds, the “2007 Refunded Bonds”) pursuant to a Trust Agreement, dated as of February 1, 1999 (as supplemented and amended, the “1999 Trust Agreement”), by and between the Authority and Wells Fargo Bank, National Association, as trustee (the “2007 Trustee”) successor to U.S. Bank National Association, as trustee; WHEREAS, the Authority has issued $25,061,614.90 of its Lease Revenue Bonds (Capital Project Program), 2009 Series A (the “2009 Refunded Bonds,” and collectively with 2007 Refunded Bonds, the “Refunded Bonds”) pursuant to a Trust Agreement, dated as of June 1, 2009 (as supplemented and amended, the “2009 Trust Agreement”), by and between the Authority and Wells Fargo Bank, National Association, as trustee (the “2009 Trustee”); WHEREAS, the County of Contra Costa (the “County”) following a public hearing duly noticed and held, has determined that the consummation of the transactions contemplated in the Site Lease (as hereinafter defined), the Facilities Lease (as hereinafter defined), the Continuing Covenant Agreement (as hereinafter defined) and this Trust Agreement will result in significant public benefits; WHEREAS, the Authority is empowered pursuant to the Facilities Lease and Article 4 of the Act to cause the lease of the Facilities (as hereinafter defined), and to cause the financing of the Project (as hereinafter defined) and the refunding of the Prior Bonds through the issuance of its bonds; February 14, 2017 Contra Costa County Board of Supervisors 113 4848-0290-9760.4 2 WHEREAS, the County has determined to finance and refinance various capital projects as set forth in Exhibit D to the Facilities Lease (as amended from time to time, the “Capital Projects”); WHEREAS, the Authority intends to assist the County in financing and refinancing the Capital Projects and refunding all of the Refunded Bonds by issuing the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A (the “Bonds”); WHEREAS, the County will lease to the Authority certain capital assets of the County (the “Facilities”) pursuant to the Site Lease; WHEREAS, the County will lease back the Facilities from the Authority pursuant to the terms of the Facilities Lease; WHEREAS, the Authority has authorized the issuance of the Bonds, in an aggregate principal amount of [___________] dollars ($[______]) to assist in financing a portion of the Capital Projects and refunding the Refunded Bonds; WHEREAS, to reduce the borrowing costs of the Authority and the base rental payments of the County, and to help the financing of the Capital Projects and the refunding of the Refunded Bonds, from which significant public benefit will be achieved, the Bonds shall be issued pursuant to Article 4 of the Act; WHEREAS, to provide for the authentication and delivery of the Bonds (as hereinafter defined), to establish and declare the terms and conditions upon which the Bonds are to be issued and to secure the full and timely payment of the principal thereof and premium, if any, and interest thereon, the Authority has authorized the execution and delivery of this Trust Agreement; and WHEREAS, the Authority has determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority and authenticated and delivered by the Trustee, duly issued and the valid, binding and legal obligations of the Authority payable in accordance with their terms, and to constitute this Trust Agreement a valid and binding agreement of the parties hereto for the uses and purposes herein set forth, have been done and taken, and have been in all respects duly authorized; NOW, THEREFORE, THIS 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 this 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 consideration, 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: February 14, 2017 Contra Costa County Board of Supervisors 114 4848-0290-9760.4 3 ARTICLE I DEFINITIONS; EQUAL SECURITY SECTION 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any Supplemental Trust Agreement and of any certificate, opinion, request or other document herein or therein mentioned have the meanings herein specified, unless otherwise defined in such other document. Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Facilities Lease. “Act” means the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title 1 of the Government Code of the State, as amended) and all laws amendatory thereof or supplemental thereto. “Authority” means the County of Contra Costa Public Financing Authority created pursuant to the Act and its successors and assigns in accordance herewith (as defined in the recitals). “Authorized Denominations” means, with respect to the Bonds, $[100,000] or any integral multiple thereof. “Bond Counsel” means counsel of recognized national standing in the field of law relating to municipal bonds, appointed by the Authority. “Bond Year” means the twelve (12)-month period ending on June 1 of each year to which reference is made. “Bondholder” or “Owner” means any person who shall be the registered owner of any Outstanding Bond. “Bonds” means Authority’s Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A executed, issued and delivered in accordance with Section 2.02(a) and Section 3.01. “Business Day” means a day that is not a Saturday, Sunday or legal holiday on which banking institutions in the State of New York or California or in any state in which the office of the Trustee or the Purchaser is located are authorized to remain closed or a day on which the Federal Reserve system is closed. “Breakage Fee” has the meaning given to such term in the Continuing Covenant Agreement. “Capital Projects” means the various public capital improvements and projects, including, but not limited to the acquisition, installation, implementation and construction of the Project, as described in the Facilities Lease, as the same may be amended from time to time by a Certificate of the County delivered to the Trustee, to be financed by a portion of the proceeds of the Bonds. February 14, 2017 Contra Costa County Board of Supervisors 115 4848-0290-9760.4 4 “Certificate of the Authority” means an instrument in writing signed by any of the following officials of the Authority: Chair, Vice-Chair, Executive Director, Assistant Executive Director or Deputy Executive Director or a designee of any such officer, or by any other person (whether or not an officer of the Authority) who is specifically authorized by resolution of the Authority for that purpose. “Certificate of the County” means an instrument in writing signed by any of the following County officials: the Chair of the Board of Supervisors, the County Administrator of the County, the Treasurer-Tax Collector of the County or the County Finance Director or by any such officials’ duly appointed designee, or by any other officer of the County duly authorized by the Board of Supervisors of the County for that purpose. “Code” means the Internal Revenue Code of 1986, as amended. “Continuing Covenant Agreement” means the Continuing Covenant Agreement dated as of March 1, 2017, among the Authority, the County and Wells Fargo Bank, National Association, as originally executed and as it may from time to time be amended, supplemented, modified or restated in accordance with the terms thereof. “Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the County or the Authority and related to the authorization, execution and delivery of the Facilities Lease, the Site Lease, the Continuing Covenant Agreement, this Trust Agreement and the issuance and sale of the Bonds, including, but not limited to, costs of preparation and reproduction of documents, costs of rating agencies and costs to provide information required by rating agencies, filing and recording fees, fees and charges of the Trustee, legal fees and charges, fees and disbursements of consultants and professionals, fees and charges for preparation, execution and safekeeping of the Bonds, title search and title insurance fees, fees of the Authority and any other authorized cost, charge or fee in connection with the issuance of the Bonds. “Costs of Issuance Fund” means the fund by that name established pursuant to Section 3.01. “County” means the County of Contra Costa, a County organized and validly existing under the Constitution and general laws of the State. “Debt Service” means, for any Fiscal Year or other period, the sum of (1) the interest accruing during such Fiscal Year or other period on all Outstanding Bonds, assuming that all Outstanding Bonds are redeemed or paid from sinking fund payments as scheduled (except to the extent that such interest is to be paid from the proceeds of sale of any Bonds so long as such funded interest is in an amount equal to the gross amount necessary to pay such interest on the Bonds and is invested in Permitted Investments which mature no later than the related Interest Payment Date) and (2) the principal amount of all Outstanding Bonds required to be redeemed or paid (together with the redemption premiums, if any, thereon) during such Fiscal Year or other period; provided, that the foregoing shall be subject to adjustment and recalculation. February 14, 2017 Contra Costa County Board of Supervisors 116 4848-0290-9760.4 5 “Default Rate” has the meaning given to such term in the Continuing Covenant Agreement. Depository” means DTC or another recognized securities depository selected by the Authority which maintains a book-entry system for the Bonds. “Determination of Taxability” has the meaning given to such term in the Continuing Covenant Agreement. “DTC” means The Depository Trust Company, New York, New York, its successors and their assigns or, if DTC or its successor or assign resigns from its functions as Depository for the Bonds, any other Depository which agrees to follow the procedures required to be followed by a Depository in connection with the Bonds and which is selected by the Authority, following consultation with the Purchaser. “Escrow Agent” means Wells Fargo Bank, National Association, as escrow agent, or any successor thereto. “Escrow Agreement” means that certain Escrow Agreement, by and between the Escrow Agent and the Authority, dated as of [March] 1, 2017, providing for the redemption and defeasance of the 2007 Refunded Bonds. “Escrow Fund” means the fund of the same name defined in the Escrow Agreement. “Event of Default” shall have the meaning specified in Section 7.01. “Facilities” shall mean the real property and the improvements thereon, as set forth in Exhibit A to the Facilities Lease, or any County buildings, other improvements and facilities added thereto or substituted therefor, or any portion thereof, in accordance with the Facilities Lease, this Trust Agreement and the Continuing Covenant Agreement. “Facilities Lease” means that certain lease, entitled “Facilities Lease”, by and between the County and the Authority, dated as of [March] 1, 2017, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on [March 3], 2017 as document No. [2017-________], 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. “Fiscal Year” means the twelve (12)-month period ending on June 30 of each year, or any other annual accounting period hereafter selected and designated by the Authority as its Fiscal Year in accordance with applicable law. “Government Securities” means (1) cash; (2) U.S. Treasury Certificates, Notes and Bonds (including State and Local Government Series – “SLGS”); (3) direct obligations of the U.S. Treasury which have been stripped by the Treasury itself, such as CATS, TIGRS and similar securities; (4) Resolution Funding Corp. (REFCORP) strips (interest component only) which have been stripped by request to the Federal Reserve Bank of New York in book entry February 14, 2017 Contra Costa County Board of Supervisors 117 4848-0290-9760.4 6 form; (5) pre-refunded municipal bonds rated the same rating as U.S. Treasury securities, or if not rated, then pre-refunded bonds that have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations; and (6) obligations issued by the following agencies which are backed by the full faith and credit of the U.S.: (a) U.S. Export-Import Bank direct obligations or fully guaranteed certificates of beneficial ownership, (b) Farmers Home Administration (FmHA) certificates of beneficial ownership, (c) Federal Financing Bank, (d) General Services Administration participation certificates, (e) U.S. Maritime Administration Guaranteed Title XI financing, (f) U.S. Department of Housing and Urban Development (HUD) Project Notes, Local Authority Bonds, New Communities Debentures – U.S. government guaranteed debentures, and U.S. Public Housing Notes and Bonds – U.S. government guaranteed public housing notes and bonds. “Independent Certified Public Accountant” means any certified public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State or another state of the United States of America or a comparable successor, appointed and paid by the Authority, and who, or each of whom – (1) is in fact independent according to the Statement of Auditing Standards No. 1 and not under the domination of the Authority or the County; (2) does not have a substantial financial interest, direct or indirect, in the operations of the Authority or the County; and (3) is not connected with the Authority or the County as a member, officer or employee of the Authority or the County, but who may be regularly retained to audit the accounting records of and make reports thereon to the Authority or the County. “Interest Payment Date” means, with respect to the Bonds, June 1 and December 1 in each year, commencing June 1, 2017. “Interest Payment Period” means the period from each Interest Payment Date (or, for the first Interest Payment Period, the date of the Bonds) to and including the day immediately preceding the next succeeding Interest Payment Date. “Interest Rate” means _____% per annum, as adjusted pursuant to the terms hereof. “Moody’s” means Moody’s Investors Service a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the County. “Nominee” means the nominee of the Securities Depository (currently Cede & Co.), which may be the Securities Depository, or any nominee substituted by the Securities Depository pursuant to Section [___]. “Opinion of Counsel” means a written opinion of Bond Counsel. February 14, 2017 Contra Costa County Board of Supervisors 118 4848-0290-9760.4 7 “Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 9.02) all Bonds except (1) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (2) Bonds paid or deemed to have been paid within the meaning of Section 10.01; (3) Bonds deemed tendered but not yet presented for purchase; and (4) Bonds in lieu of or in substitution for which other Bonds shall have been executed, issued and delivered by the Authority pursuant hereto. “Permitted Encumbrances” means (1) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the County may, pursuant to the Facilities Lease, permit to remain unpaid; (2) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the date of recordation of the Facilities Lease in the office of the County Recorder of the County of Contra Costa and which the County certifies in writing will not materially impair the use of the Facilities; (3) the Site Lease, as it may be amended from time to time, and the Facilities Lease, as it may be amended from time to time; (4) this Trust Agreement, as it may be amended from time to time; (5) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; (6) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions to which the Authority and the County consent in writing and certify to the Trustee will not materially impair the ownership interests of the Authority or use of the Facilities by the County; and (7) subleases and assignments of the County which, as provided in an Opinion of Counsel, will not adversely affect the exclusion from gross income of interest on the Bonds[; provided that any such subleases or assignments pursuant to this clause (7) shall be subject to the prior written consent of the Purchaser]. “Permitted Investments” means any of the following: (1) Government Securities; (2) direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America; (3) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (a) Farmers Home Administration (FmHA) certificates of beneficial ownership, (b) Federal Housing Administration (FHA) debentures, (c) General Services Administration participation certificates, (d) Government National Mortgage Association (GNMA or “Ginnie Mae”) February 14, 2017 Contra Costa County Board of Supervisors 119 4848-0290-9760.4 8 guaranteed mortgage-backed bonds and guaranteed pass-through obligations (participation certificates), (e) U.S. Maritime Administration guaranteed Title XI financing, and (f) U.S. Department of Housing and Urban Development (HUD) Project Notes and Local Authority Bonds; (4) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): (a) Federal Home Loan Bank System senior debt obligations (consolidated debt obligations), (b) Federal Home Loan Mortgage Corporation (FHLMC or “Freddie Mac”) participation certificates (mortgage-backed securities) and senior debt obligations, (c) Federal National Mortgage Association (FNMA or “Fannie Mae”) mortgage-backed securities and senior debt obligations (excluded are stripped mortgage securities which are valued greater than par on the portion of unpaid principal), (d) Resolution Funding Corp. (REFCORP) strips (interest component only) which have been stripped by request to the Federal Reserve Bank of New York in book entry form, and (e) Farm Credit System Consolidated systemwide bonds and notes; (5) money market funds registered under the Federal Investment Company Act of 1940, the shares of which are registered under the Federal Securities Act of 1933, and which have a rating at the time of purchase by S&P of AAAm-G, AAAm, or AA-m and, if rated by Moody’s, rated Aaa, Aa1 or Aa2, and which funds may include funds which the Trustee, its affiliates, or subsidiaries provide investment advisory or other management services; (6) certificates of deposit secured at all times by collateral described in (2) and/or (3) above (which collateral must be held by a third party and subject to a perfected first security interest held by the Trustee) with a maturity of one year or less and issued by commercial banks, savings and loan associations or mutual savings banks whose short term obligations at the time of purchase are rated “A-1” or better by S&P and “Prime-1” by Moody’s; (7) certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including BIF and SAIF; (8) investment agreements, including guaranteed investment contracts; (9) commercial paper rated at the time of purchase “Prime-1” by Moody’s and “A-1” or better by S&P; (10) bonds or notes issued by any state or municipality which is rated by Moody’s and S&P in one of the two highest long-term rating categories assigned by such agencies at the time of purchase; (11) federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime-1” or “A3” or better by Moody’s and “A-1” or better by S&P at the time of purchase; February 14, 2017 Contra Costa County Board of Supervisors 120 4848-0290-9760.4 9 (12) repurchase agreements that provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the Trustee (buyer/lender) and the transfer of cash from the Trustee to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Trustee in exchange for the securities at a specified date and that satisfy the following criteria: (a) repurchase agreements must be between the municipal entity and dealer banks or securities firms that are (i) on the Federal Reserve reporting dealer list which fall under the jurisdiction of the SIPC and which, at the time of purchase, are rated A or better by S&P and Moody’s, or (ii) banks rated “A” or above by S&P and Moody’s, at the time of purchase, and (b) repurchase agreements must include the following: (i) securities that are acceptable for transfer, including those describe in clauses (2) and (3) above, (ii) terms of not more than 30 days, (iii) collateral must be delivered to the Trustee (if Trustee is not supplying the collateral) or third party acting as agent for the Trustee (if the Trustee is supplying the collateral) before or simultaneously with payment (perfection by possession of certificated securities), (iv) the Trustee must have a perfected first priority security interest in the collateral, (v) collateral must be free and clear of third-party liens and, in the case of an SIPC broker, must not have been acquired pursuant to a repurchase agreement or reverse repurchase agreement, (vi) failure to maintain the requisite collateral percentage, after a two day restoration period, requires the Trustee to liquidate collateral, (vii) securities must be valued weekly and marked-to-market at current market price plus accrued interest, and (viii) the value of-collateral must be equal to 104% or, if the securities used as collateral are FNMA or FHLMC securities, 105%, of the amount of cash transferred to the dealer bank or security firm under the repurchase agreement plus accrued interest and, if the value of securities held as collateral slips below such amount, then additional cash and/or acceptable securities must be transferred; (13) pre-refunded municipal bonds rated the same rating as U.S. Treasury securities or, if there is no rating, then pre-refunded bonds pre-refunded with cash, direct U.S. or U.S. guaranteed obligations; (14) the County of Contra Costa Investment Pool; (15) shares of beneficial interest issued by the Investment Trust of California (CalTRUST) pursuant to California Government Code Section 6509.7 and authorized for local agency investment pursuant to California Government Code Section 53601(o); and February 14, 2017 Contra Costa County Board of Supervisors 121 4848-0290-9760.4 10 (16) the Local Agency Investment Fund of the State of California. The Trustee may conclusively rely on the written instructions of the Authority and the County that such investment is a Permitted Investment. “Person” means a corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof. “Principal Office” refers to the office of the Trustee noted in Section 11.09 and such other offices as the Trustee may designate from time to time. “Principal Payment Date” means any date on which principal of the Bonds is required to be paid (whether by reason of maturity, redemption or acceleration). “Project” means the Capital Projects and the (i) improvements to the Contra Costa Regional Medical Center, located at 2500 Alhambra Avenue in the City of Martinez; (ii) expansion and improvements to the Pittsburg Health Center, located at 2311 Loveridge Road in the City of Pittsburg; (iii) improvements to the Contra Costa Health Services, located at 595 Center Avenue and 597 Center Avenue in the City of Martinez; and (iv) improvements to the Women, Infant & Children Building, located at 13601 San Pablo Avenue in the City of San Pablo, and payment of any costs associated with financing of said projects, as set forth in Exhibit D to the Facilities Lease as the same may be changed from time to time, in accordance with Section 3.07 of the Facilities Lease, by the County by filing a Certificate of the County with the Trustee. “Project Fund” means the fund by that name established pursuant to Section 3.02. “Purchaser” means, initially, Wells Fargo Bank, National Association, and its successors and assigns, and upon the receipt from time to time by the Trustee and the County of a notice described in Section 9.13(a) of the Continuing Covenant Agreement, means the Person designated in such notice as the Purchaser. “Record Date” means the close of business on the fifteenth (15th) calendar day (whether or not a Business Day) of the month preceding any Interest Payment Date. “Redemption Date” shall mean the date fixed for redemption of any Bonds. “Redemption Price” means, with respect to any Bond (or portion thereof), the principal amount of such Bond (or portion) plus the applicable premium and Breakage Fee, if any, payable upon redemption thereof pursuant to the provisions of such Bond, this Trust Agreement and the Continuing Covenant Agreement. “Refunded Bonds” means the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 2007 Series A (the “2007 Series A Bonds”), County of Contra Costa Public Financing Authority Lease Revenue Bonds (Medical Center Refunding), 2007 Series B (the “2007 Series B Bonds” and, together with the 2007 Series A Bonds, the “2007 Refunded Bonds”), and County of Contra Costa Public February 14, 2017 Contra Costa County Board of Supervisors 122 4848-0290-9760.4 11 Financing Authority Lease Revenue Bonds (Capital Projects Program), 2009 Series A (the “2009 Series A Bonds”). “Representation Letter” means the blanket letter of representation of the Authority to DTC or any similar letter to a substitute depository. “Responsible Officer” means any officer of the Trustee assigned to administer its duties under this Trust Agreement. “Revenue Fund” means the fund by that name created pursuant to Section 5.02 hereof. “Revenues” means (i) all Base Rental Payments and other payments paid by the County and received by the Authority pursuant to the Facilities Lease (but not Additional Payments), and (ii) all interest or other income from any investment, pursuant to Section 5.05, of any money in any fund or account (other than the Rebate Fund) established pursuant to this Trust Agreement or the Facilities Lease. “S&P” means S& P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors and assigns, except that if such entity shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term S&P shall be deemed to refer to any other nationally recognized securities rating agency selected by the County. “Securities Depository” means DTC or any successor securities depository appointed pursuant to Section [___]. “Securities Depository Participants” means those financial institutions for which the Securities Depository effects book entry transfers and pledges of securities deposited with the Securities Depository, as such listing of Securities Depository Participants exists at the time of such reference. “Site Lease” means that certain lease, entitled “Site Lease,” by and between the County and the Authority, dated as of [March] 1, 2017, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on [March 3], 2017 as document No. [2017-________], 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. “State” means the State of California. “Supplemental Trust Agreement” means any trust agreement then in full force and effect which has been duly executed and delivered by the Authority and the Trustee amendatory hereof or supplemental hereto; but only if and to the extent that such Supplemental Trust Agreement is executed and delivered pursuant to the provisions hereof. February 14, 2017 Contra Costa County Board of Supervisors 123 4848-0290-9760.4 12 “Tax Certificate” means the Tax Certificate and Agreement delivered by the Authority and the County at the time of the issuance and delivery of the Bonds, as the same may be amended or supplemented in accordance with its terms. “Taxable Date” means the date on which interest on the Bonds is first includable in gross income of the Bondholders (including, without limitation, any previous Bondholder) thereof as a result of an Event of Taxability as such a date is established pursuant to a Determination of Taxability. “Taxable Rate” means, for each day occurring on and after a Taxable Date, a rate of interest per annum equal to the product of (i) the interest rate on the Bonds for such day, and (ii) 1.54. “Trust Agreement” means this Trust Agreement, dated as of [March] 1, 2017, between the Authority and the Trustee, as originally executed and as it may from time to time be amended or supplemented by all Supplemental Trust Agreements executed pursuant to the provisions hereof. “Trustee” means Wells Fargo Bank, National Association, or any other association or corporation which may at any time be substituted in its place as provided in Section 8.01. “Written Request of the Authority” means an instrument in writing signed by or on behalf of the Authority by its Chair, Vice-Chair, Executive Director, Assistant Executive Director or Deputy Executive Director or a designee of any such officer or by any other person (whether or not an officer of the Authority) who is specifically authorized by resolution of the Board of Directors of the Authority to sign or execute such a document on its behalf. “Written Request of the County” means an instrument in writing signed by the County Administrator of the County or his designee, or by the County Finance Director of the County, or by any other officer of the County duly authorized by the Board of Supervisors of the County in writing to the Trustee for that purpose. SECTION 1.02 Equal Security. In consideration of the acceptance of the Bonds by the Bondholders thereof, this Trust Agreement shall be deemed to be and shall constitute a contract among the Authority, the Trustee and the Bondholders from time to time of all Bonds authorized, executed, issued and delivered hereunder and then Outstanding to secure the full, timely and final payment of the interest on and principal of and redemption premiums, if any, on all Bonds which may from time to time be authorized, executed, issued and delivered hereunder, subject to the agreements, conditions, covenants and provisions contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Authority shall be for the equal and proportionate benefit, protection and security of all Bondholders of the Bonds without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein. February 14, 2017 Contra Costa County Board of Supervisors 124 4848-0290-9760.4 13 SECTION 1.03 Interpretation. Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean or include the neuter, masculine or feminine gender, as appropriate. Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. ARTICLE II THE BONDS SECTION 2.01 Authorization of Bonds. (a) The Bonds are hereby created and designated “County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A.” (b) The Authority has reviewed all proceedings heretofore taken relative to the authorization of the 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 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 Bonds in the form and manner provided herein for the purpose of providing funds to finance the Capital Projects and refund the Refunded Bonds, and that the Bonds shall be entitled to the benefit, protection and security of the provisions hereof. (c) The validity of the issuance of the Bonds shall not be dependent on or affected in any way by the proceedings taken by the Authority for the financing of the Capital Projects 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 recital contained in the Bonds that the same are issued pursuant to the Act and pursuant hereto shall be conclusive evidence of their validity and of the regularity of their issuance, and all Bonds shall be incontestable from and after their issuance. The Bonds shall be deemed to be issued, within the meaning hereof, whenever the definitive Bonds (or any temporary Bonds exchangeable therefor) shall have been delivered to the purchaser thereof and the proceeds of sale thereof received. SECTION 2.02 Terms of the Bonds. (a) The Bonds shall be issued in the aggregate principal amount of [______] dollars ($[______]). The 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 Bonds maturing at any one time), shall bear interest at the Interest Rate and shall mature in the years and in the principal amounts subject to prior redemption as described in Article IV hereof: February 14, 2017 Contra Costa County Board of Supervisors 125 4848-0290-9760.4 14 County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A Maturity Date (June 1) Principal Amount Interest Rate 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Interest on the Bonds shall be payable commencing June 1, 2017 and semiannually thereafter on June 1 and December 1 in each year. The Bonds shall pay interest to the registered owner thereof from the Interest Payment Date next preceding the date of authentication thereof, unless such date of authentication is after the Record Date for an Interest Payment Date, in which event they shall pay interest from such Interest Payment Date, or unless such date of authentication is on or prior to the Record Date for the first Interest Payment Date, in which event they shall pay 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. Notwithstanding anything to the contrary in this Trust Agreement, the interest rate on the Bonds is subject to the following adjustments: (i) from and after any Taxable Date, the interest rate on the Bonds shall equal the Taxable Rate; and (ii) upon the occurrence of an Event of Default, the interest rate on the Bonds shall equal the Default Rate. (b) Payment of interest on the 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 Bonds shall be paid by wire transfer or other means to provide immediately available funds to the Purchaser and any Owner of at least $1,000,000 in aggregate principal amount of the Bonds according to wire instructions for an account within the United States of America given to the Trustee in writing for such purpose and on file as of the applicable Record Date preceding the Interest Payment Date. February 14, 2017 Contra Costa County Board of Supervisors 126 4848-0290-9760.4 15 (c) Interest on any Bond shall cease to accrue (i) on the maturity date thereof, provided that there has been irrevocably deposited with the Trustee an amount sufficient to pay the principal amount thereof, plus interest accrued thereon to such date; or (ii) on the redemption date thereof, provided there has been irrevocably deposited with the Trustee an amount sufficient to pay the Redemption Price thereof, plus interest accrued thereon to such date. The Owner of such Bond shall not be entitled to any other payment, and such Bond shall no longer be Outstanding and entitled to the benefits of this Trust Agreement, except for the payment of the principal amount or Redemption Price, of such Bond, as appropriate, from moneys held by the Trustee for such payment. (d) The principal of the Bonds shall be payable by check in lawful money of the United States of America at the Principal Office of the Trustee. No payment of principal shall be made on any Bond unless and until such Bond is surrendered to the Trustee for cancellation. (e) The Trustee shall identify all payments (whether made by check or by wire transfer) of interest, principal, and premium by the CUSIP number of the related Bonds. SECTION 2.03 Form of Bonds. The Bonds and the authentication and registration endorsement and assignment to appear thereon shall be substantially in the form set forth in Exhibit A attached hereto and by this reference is herein incorporated. SECTION 2.04 Execution of Bonds. The Chair or the Executive Director of the Authority is hereby authorized and directed to execute each of the 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 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 Bonds shall cease to be such officer before the delivery of the 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 Bonds. Only those Bonds bearing thereon a certificate of authentication in the form hereinbefore recited, executed manually and dated by the Trustee, shall be entitled to any benefit, protection or security hereunder or be valid or obligatory for any purpose, and such certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly authorized, executed, issued and delivered hereunder and are entitled to the benefit, protection and security hereof. SECTION 2.05 Transfer and Payment of Bonds. (a) Any Bond may, in accordance with its terms, be transferred in the books required to be kept pursuant to the provisions of Section 2.07 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form acceptable to the Trustee. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and deliver to the transferee a new Bond or Bonds for a like aggregate principal amount of Authorized Denominations. The Trustee shall require the payment by the Bondholder requesting such transfer of any tax or other governmental charge required to be paid with respect February 14, 2017 Contra Costa County Board of Supervisors 127 4848-0290-9760.4 16 to such transfer as a condition precedent to the exercise of such privilege and the Trustee may further require all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the cost basis information provided to it and shall have no responsibility to verify or ensure the accuracy of such information provided to it. The Authority and the Trustee may, except as otherwise provided herein, deem and treat the registered owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment thereof and for all other purposes, whether such Bond shall be overdue or not, 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 and redemption premium, if any, on such Bond shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability on such Bond to the extent of the sum or sums so paid. The Trustee shall not be required to register the transfer of or exchange any Bonds which has been selected for redemption in whole or in part, from and after the day of mailing of a notice of redemption of such Bond selected for redemption in whole or in part as provided in Section 4.04 or during the period established by the Trustee for selection of Bonds for redemption. [Notwithstanding anything herein to the contrary, the Bonds may be transferred without limitation to any Affiliate of the Purchaser or to a trust or custodial arrangement established by the Purchaser or an Affiliate of the Purchaser, each of the beneficial owners of which are “qualified institutional buyers” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended and subject to the limitations, if any, set forth in the Continuing Covenant Agreement. The Bonds may be transferred to another purchaser (other than an Affiliate of the Purchaser or a trust or custodial arrangement as described in the preceding sentence) if (i) written notice of such transfer, together with addresses and related information with respect to such purchaser, is delivered to the Authority and the Trustee by such transferor and (ii) such purchaser shall have delivered to the Issuer, the Trustee and the transferor an Investor Letter in the form attached hereto as Exhibit D executed by a duly authorized officer of such purchaser; provided that each such purchaser shall constitute a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended.] SECTION 2.06 Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Trustee for a like aggregate principal amount of Bonds of the same maturity in Authorized Denominations. The Trustee shall require the payment by the Bondholder requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange as a condition precedent to the exercise of such privilege and the Trustee may further require all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the cost basis information provided to it and shall have no responsibility to verify or ensure the accuracy of such information provided to it. The Trustee shall not be required to exchange any Bond which has been selected for redemption in whole or in part, from and after the day of mailing of a notice of redemption of February 14, 2017 Contra Costa County Board of Supervisors 128 4848-0290-9760.4 17 such Bond selected for redemption in whole or in part as provided in Section 4.04 or during the period established by the Trustee for selection of Bonds for redemption. SECTION 2.07 Bond Registration Books. The Trustee will keep at its office sufficient books for the registration and transfer of the Bonds, which during normal business hours shall be open to inspection by the Authority upon reasonable notice, and upon presentation for such purpose the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer the Bonds in such books as hereinabove provided. SECTION 2.08 Mutilated, Destroyed, Stolen or Lost Bonds; Temporary Bonds. If any Bond shall become mutilated, the Trustee, at the expense of the Bondholder, shall thereupon authenticate and deliver a new Bond of like tenor and amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be cancelled. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to the Trustee and indemnity satisfactory to the Trustee shall be given, the Trustee, at the expense of the Bondholder, shall thereupon authenticate and deliver a new Bond of like tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen. The Trustee may require payment of a reasonable sum for each new Bond issued under this Section 2.08 and of the expenses which may be incurred by the Authority and the Trustee in the premises. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of this Trust Agreement with all other Bonds secured by this Trust Agreement. Neither the Authority nor the Trustee shall be required to treat both the original Bond and any replacement Bond as being Outstanding for the purpose of determining the principal amount of Bonds which may be issued hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder, but both the original and replacement Bond shall be treated as one and the same. The Bonds issued under this Trust Agreement may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Authority, shall be in fully registered form and may contain such reference to any of the provisions of this Trust Agreement as may be appropriate. Every temporary Bond shall be executed and authenticated as authorized by the Authority, in accordance with the terms of the Act. If the Authority issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the Principal Office of the Trustee, and the Trustee shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of Authorized Denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Trust Agreement as definitive Bonds delivered hereunder. February 14, 2017 Contra Costa County Board of Supervisors 129 4848-0290-9760.4 18 SECTION 2.09 Special Covenant as to Book-Entry Only System for Bonds. (a) Except as otherwise provided in subsections (b) and (c) of this Section 2.09, all of the 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 Bond registered in the name of Cede & Co. shall be made on each Interest Payment Date for such Bonds to the account, in the manner and at the address indicated in or pursuant to the Representation Letter. (b) The Bonds initially shall be issued in the form of a single authenticated fully registered bond for each stated maturity of such Bonds, representing the aggregate principal amount of the Bonds of such maturity. Upon initial issuance, the ownership of all such 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 Bonds registered in its name for the purposes of payment of the principal or redemption price of and interest on such Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders hereunder, registering the transfer of Bonds, obtaining any consent or other action to be taken by Bondholders of the 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 2.09, 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 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 Bonds, (iii) any notice which is permitted or required to be given to Bondholders of 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 Bonds, or (v) any consent given or other action taken by DTC as Bondholder of Bonds. The Trustee shall pay all principal of and premium, if any, and interest on the 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 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 Bonds will be transferable to such new nominee in accordance with subsection (e) of this Section 2.09. (c) In the event that the Authority determines that the 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 Bonds will be transferable in accordance with subsection (e) of this Section 2.09. DTC may determine to discontinue providing its services with respect to the Bonds or a portion thereof, at any time by giving written notice of such discontinuance to the February 14, 2017 Contra Costa County Board of Supervisors 130 4848-0290-9760.4 19 Authority or the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the Bonds will be transferable in accordance with subsection (e) of this Section 2.09. 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 2.09 shall no longer be applicable and the Authority shall execute and the Trustee shall authenticate and deliver certificates representing the 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 Bonds then Outstanding. In such event, the Bonds will be transferable to such securities depository in accordance with subsection (e) of this Section 2.09, and thereafter, all references in this 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 Trust Agreement to the contrary, so long as all 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 Bond and all notices with respect to each such 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 Bonds is authorized under subsection (b) or (c) of this Section 2.09, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the 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 Bond certificates are issued to Bondholders other than Cede & Co., its successor as nominee for DTC as holder of all the Bonds, another securities depository as holder of all the 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 Bonds and the method of payment of principal of, premium, if any, and interest on the Bonds. ARTICLE III ISSUANCE OF BONDS SECTION 3.01 Procedure for the Issuance of Bonds. At any time after the sale of the Bonds in accordance with the Act, the Authority shall execute the Bonds for issuance hereunder and shall deliver them to the Trustee, and thereupon the 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 Bonds from the purchaser thereof, the Trustee shall, unless otherwise instructed by the Authority, apply the proceeds received from such sale to the following respective parties or to the following respective accounts, in the following order of priority: (i) transfer the amount of $[______] to the Escrow Agent for deposit to the Escrow Fund to refund the 2007 Refunded Bonds; February 14, 2017 Contra Costa County Board of Supervisors 131 4848-0290-9760.4 20 (ii) transfer the amount of $[______] to the 2009 Trustee for deposit in the Revenue Fund held under the 2009 Trust Agreement to refund the 2009 Refunded Bonds; (iii) deposit the sum of $[______] to the Costs of Issuance Fund, which fund is hereby created and which fund the Trustee hereby covenants and agrees to maintain. All money in the Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance of the Bonds upon receipt of a Written Request of the Authority, in substantially 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, 2017], or upon the earlier Written Request of the Authority, any remaining balance in the Costs of Issuance Fund shall be transferred to the 2017 Series A Project Account within the Project Fund and the Costs of Issuance Fund shall be closed; and (iv) deposit the amount of $[______] in the 2017 Series A Project Account within the Project Fund. SECTION 3.02 Project Fund. The Trustee hereby agrees to establish and maintain so long as any Bonds are Outstanding the Project Fund (the initial payment into which is provided for in Section 3.01). The moneys in the Project Fund shall be disbursed by the Trustee upon the Written Request of the County in substantially the form of Exhibit B hereto filed with the Trustee, for the payment of Project Costs relating to the Project. Before any payment is made from the Project Fund, there shall be filed with the Trustee a Written Request of the County showing with respect to each payment to be made: (i) the item number of the payment; (ii) the name of the person to whom payment is due; (iii) the amount to be paid; and (iv) the purpose for which the obligation to be paid was incurred. Each such Written Request shall be sufficient evidence to the Trustee and shall state: (a) that obligations in the stated amounts have been incurred by the County, and that each item thereof is a proper charge against the Project Fund and has not been the subject of a prior requisition; and (b) that there has not been filed with or served upon the County notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Request, which has not been released or will not be released simultaneously with the February 14, 2017 Contra Costa County Board of Supervisors 132 4848-0290-9760.4 21 payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of law. Upon receipt of each such Written Request, the Trustee will pay the amount set forth in such Written Request as directed by the terms thereof. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment. All interest earnings on amounts on deposit in the Project Fund shall be deposited therein. Upon the completion of the Project, any amounts remaining in the 2017 Series A Project Account shall be expended on Capital Projects as specified by the County, subject to the receipt by the Authority of an Opinion of Counsel that such expenditures will not cause the interest on the Bonds to be included in gross income for purposes of federal income taxation. SECTION 3.03 Intentionally Left Blank. SECTION 3.04 Intentionally Left Blank. SECTION 3.05 Limitations on the Issuance of Obligations Payable From Revenues. The Authority will not, so long as any of the Bonds are Outstanding, issue any obligations or securities, however denominated, payable in whole or in part from Revenues. ARTICLE IV REDEMPTION OF BONDS SECTION 4.01 Extraordinary Redemption. 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, from prepayments made by the County pursuant to Section 7.02(a) of the Facilities Lease, at a redemption price equal to the sum of the principal amount thereof, without premium, plus accrued interest thereon to the Redemption Date. Whenever less than all of the Outstanding Bonds are to be redeemed on any one date, the Trustee shall select, in accordance with written directions from the Authority, the Bonds to be redeemed in part from the Outstanding Bonds so that the aggregate annual principal amount of and interest on Bonds which shall be payable after such Redemption Date shall be as nearly proportional as practicable to the aggregate annual principal amount of and interest on Bonds Outstanding prior to such Redemption Date [as nearly as practicable on a pro rata basis in amounts of $5,000 or integral multiples thereof, as determined by the Trustee, notice of which determination shall be given by the Trustee to the Authority and the Purchaser]. SECTION 4.02 Optional Redemption. [The Bonds shall be subject to optional redemption prior to their stated maturity at the option of the Authority, as the direction of the County, in whole or in part, on any Business Day (in such amounts as may be specified by the Authority), by lot, at the principal amount thereof, provided that any such option redemption shall be subject to the payment of a Breakage Fee, if any.] February 14, 2017 Contra Costa County Board of Supervisors 133 4848-0290-9760.4 22 SECTION 4.03 [Mandatory Sinking Fund Redemption. The Bonds shall be subject to mandatory redemption in the amounts and on the dates set forth in Section 2.02(a) hereof.] SECTION 4.04 Selection of Bonds for Redemption. The Authority shall designate which maturities of Bonds and the principal amount of Bonds which are to be redeemed. If less than all Outstanding Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the Bonds of such maturity date to be redeemed by lot and shall promptly notify the Authority in writing of the numbers of the Bonds so selected for redemption. For purposes of such selection, Bonds shall be deemed to be composed of multiples of minimum Authorized Denominations and any such multiple may be separately redeemed. The Authority may designate which sinking account payments are allocated to a sinking fund redemption. SECTION 4.05 Notice of Redemption; Cancellation; Effect of Redemption. Notice of redemption shall be mailed by first-class mail by the Trustee, not less than [twenty (20)] nor more than sixty (60) days prior to the redemption date to the respective Bondholders of the Bonds designated for redemption at their addresses appearing on the registration books of the Trustee. Each notice of redemption shall state the date of such notice, the date of issue of the Bonds, the redemption date, the Redemption Price, the place or places of redemption (including the name and appropriate address of the Trustee), the CUSIP number (if any) of the maturity date or maturities, and, if less than all of any such maturity is to be redeemed, the distinctive certificate numbers of the Bonds of such maturity, to be redeemed and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on said date there will become due and payable on each of said Bonds the Redemption Price thereof, together with interest accrued thereon to the redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered at the address of the Trustee specified in the redemption notice. Failure to receive such notice shall not invalidate any of the proceedings taken in connection with such redemption. The Trustee may give a conditional notice of redemption prior to the receipt of all funds or satisfaction of all conditions necessary to effect the redemption, provided that redemption shall not occur unless and until all conditions have been satisfied and the Trustee has on deposit and available or, if applicable, has received, all of the funds necessary to effect the redemption; otherwise, such redemption shall be cancelled by the Trustee and the Trustee shall mail notice of such cancellation to the recipients of the notice of redemption being cancelled. If notice of redemption has been duly given as aforesaid and money for the payment of the Redemption Price of the Bonds called for redemption plus accrued interest to the redemption date is held by the Trustee, then on the redemption date designated in such notice Bonds so called for redemption shall become due and payable, and from and after the date so designated interest on such Bonds shall cease to accrue, and the Bondholders of such Bonds shall have no rights in respect thereof except to receive payment of the Redemption Price thereof plus accrued interest to the Redemption Date. February 14, 2017 Contra Costa County Board of Supervisors 134 4848-0290-9760.4 23 All Bonds redeemed pursuant to the provisions of this Article shall be cancelled by the Trustee and disposed of in a manner deemed appropriate by the Trustee and shall not be reissued. ARTICLE V REVENUES SECTION 5.01 Pledge of Revenues and Assignment. (a) All Revenues, any other amounts (including proceeds of the sale of the Bonds) held by the Trustee in any fund or account established hereunder (other than amounts on deposit in the Rebate Fund created pursuant to Section 6.03) and any other amounts (excluding Additional Payments) received by the Authority in respect of the Facilities are hereby irrevocably pledged and assigned to the payment of the interest and premium, if any, on and principal of the Bonds as provided herein, and the Revenues and other amounts pledged hereunder shall not be used for any other purpose while any of the Bonds remain Outstanding; provided, however, that out of the Revenues and other moneys there may be applied such sums for such purposes as are permitted hereunder. This pledge shall constitute a pledge of and charge and first lien upon the Revenues, all other amounts pledged hereunder and all other moneys on deposit in the funds and accounts established hereunder (excluding amounts on deposit in the Rebate Fund created pursuant to Section 6.03) for the payment of the interest on and principal of the Bonds in accordance with the terms hereof and thereof. (b) At least three (3) Business Days prior to each date on which a Base Rental Payment is due, pursuant to the Facilities Lease, the Trustee shall notify the County of the amount of the installment of Base Rental Payment needed to pay the principal of and interest on the Bonds due on the next following Interest Payment Date. Any failure to send such notice shall not affect the County’s obligation to make timely payments of installments of Base Rental Payments. (c) [The Authority hereby transfers in trust, grants a security interest in and assigns to the Trustee, for the benefit of the Bondholders, all of the Revenues and other assets pledged in subsection (a) of this Section and all of the right, title and interest of the Authority in the Facilities Lease (except for (i) the right to receive any Additional Payments) to the extent payable to the Authority under the Facilities Lease, (ii) any rights of the Authority to indemnification and rights of inspection and consent, and (iii) the obligations of the County to make deposits pursuant to the Tax Certificate). The Trustee shall be entitled to and shall collect and receive all of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received by the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee. Subject to the provisions of Section [____] with respect to the control of remedial proceedings, the Trustee shall also be entitled to and shall take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority that have been assigned to the Trustee and all of the obligations of the County under the Facilities Lease other than those items excepted in the parenthetical contained in the first sentence of this February 14, 2017 Contra Costa County Board of Supervisors 135 4848-0290-9760.4 24 subsection. All Revenues deposited with the Trustee shall be held, disbursed, allocated and applied by the Trustee only as provided in the Trust Agreement.] (d) If on the second Business Day prior to the day of any month in which a Base Rental is requirement to be made, the Trustee has not received the full amount of such Base Rental Payments, the Trustee shall immediately notify the County and the Purchaser of such insufficiency by Electronic Means and confirm such notification as soon as possible thereafter by written notice. SECTION 5.02 Receipt and Deposit of Revenues in the Revenue Fund. In order to carry out and effectuate the pledge, assignment, charge and lien contained herein, the Authority agrees and covenants that all Revenues and all other amounts pledged hereunder when and as received shall be received by the Authority in trust hereunder for the benefit of the Bondholders and shall be transferred when and as received by the Authority to the Trustee for deposit in the Revenue Fund (the “Revenue Fund”), which fund is hereby created and which fund the Trustee hereby agrees and covenants to maintain in trust for Bondholders so long as any Bonds shall be Outstanding hereunder. The County has been directed to pay all Base Rental Payments directly to the Trustee. If the Authority receives any Base Rental Payments, it shall hold the same in trust as agent of the Trustee and shall immediately transfer such Base Rental Payments to the Trustee. All Revenues and all other amounts pledged and assigned hereunder shall be accounted for through and held in trust in the Revenue Fund, and the Trustee shall have no beneficial right or interest in any of the Revenues except only as herein provided. All Revenues and all other amounts pledged and assigned hereunder, whether received by the Authority in trust or deposited with the Trustee as herein provided, shall nevertheless be allocated, applied and disbursed solely to the purposes and uses hereinafter in this Article set forth, and shall be accounted for separately and apart from all other accounts, funds, money or other resources of the Trustee. SECTION 5.03 Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund. (a) Revenue Fund. Subject to Section 6.03, all money in the Revenue Fund shall be set aside by the Trustee in the following respective special accounts or funds within the Revenue Fund (each of which is hereby created and each of which the Trustee hereby covenants and agrees to cause to be maintained) in the following order of priority: (1) Interest Account, and (2) Principal Account. All money in each of such accounts shall be held in trust by the Trustee and shall be applied, used and withdrawn only for the purposes hereinafter authorized in this Section. (b) Interest Account. On or before each Interest Payment Date, the Trustee shall set aside from the Revenue Fund and deposit in the Interest Account that amount of money which is equal to the amount of interest becoming due and payable on all Outstanding Bonds on such Interest Payment Date. February 14, 2017 Contra Costa County Board of Supervisors 136 4848-0290-9760.4 25 No deposit need be made in the Interest Account if the amount contained therein and available to pay interest on the Bonds is at least equal to the aggregate amount of interest becoming due and payable on all Outstanding Bonds on such Interest Payment Date. All money in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity). (c) Principal Account. On or before each June 1, commencing June 1, [2017], the Trustee shall set aside from the Revenue Fund and deposit in the Principal Account an amount of money equal to the amount of all sinking fund payments required to be made on such June 1 into the sinking fund account for all Outstanding Bonds. On or before each Redemption Date, the Trustee shall set aside from the Revenue Fund and deposit in the Principal Account an amount of money equal to the Redemption Price required to be paid on such Redemption Date. No deposit need be made in the Principal Account if the amount contained therein and available to pay principal of the Bonds is at least equal to the aggregate amount of all sinking fund payments required to be made on such June 1 for all Outstanding Bonds. The Trustee shall establish and maintain within the Principal Account a separate subaccount for the Bonds, designated as the “2017A Sinking Account” (the “Sinking Account”). With respect to each Sinking Account, on each mandatory sinking account payment date established for such Sinking Account, the Trustee shall apply the mandatory sinking account payment required on that date to the redemption (or payment at maturity, as the case may be) of the Bonds upon the notice and in the manner provided in Article IV. All money in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal or Redemption Price of the Bonds as it shall become due and payable, whether at maturity or redemption, except that any money in the Sinking Account shall be used and withdrawn by the Trustee only to redeem or to pay Term Bonds for which such Sinking Account was created Bonds pursuant to Section 4.03 hereof. SECTION 5.04 Application of Insurance Proceeds. In the event of any damage to or destruction of any part of the Facilities covered by insurance, the Authority, shall [subject to Section 3.08 of the Facilities Lease,] cause the proceeds of such insurance to be utilized for the repair, reconstruction or replacement of the damaged or destroyed portion of the Facilities, and the Trustee shall hold said proceeds in a fund established by the Trustee for such purpose separate and apart from all other funds designated the “Insurance and Condemnation Fund”, to the end that such proceeds shall be applied to the repair, reconstruction or replacement of the Facilities to at least the same good order, repair and condition as it was in prior to the damage or destruction, insofar as the same may be accomplished by the use of said proceeds. The Authority shall file a Certificate of the Authority with the Trustee that sufficient funds from insurance proceeds or from any funds legally available to the County, or from any combination thereof, are available in the event it elects to repair, reconstruct or replace the Facilities. The Trustee shall invest said proceeds in Permitted Investments pursuant to the Written Request of the Authority under the Facilities Lease, and withdrawals of said proceeds shall be made from time to time upon the filing with the Trustee of a Written Request of the Authority, stating that the Authority February 14, 2017 Contra Costa County Board of Supervisors 137 4848-0290-9760.4 26 has expended moneys or incurred liabilities in an amount equal to the amount therein stated for the purpose of the repair, reconstruction or replacement of the Facilities, and specifying the items for which such moneys were expended, or such liabilities were incurred, in reasonable detail. Any balance of such proceeds not required for such repair, reconstruction or replacement and the proceeds of use and occupancy insurance shall be paid to the Trustee as Base Rental Payments and applied in the manner provided by Section 5.01. Alternatively, the Authority, if the proceeds of such insurance together with any other moneys then available for such purpose are sufficient to prepay all, in case of damage or destruction in whole of the Facilities, or that portion, in the case of partial damage or destruction of the Facilities, of the Base Rental Payments, Additional Payments and all other amounts relating to the damaged or destroyed portion of the Facilities, may elect [subject to Section 3.08 of the Facilities Lease,] not to repair, reconstruct or replace the damaged or destroyed portion of the Facilities and thereupon shall cause said proceeds to be used for the redemption of Outstanding Bonds pursuant to the applicable provisions of Section 4.01. The Authority shall not apply the proceeds of insurance as set forth in this Section 5.04 to redeem the Bonds in part due to damage or destruction of a portion of the Facilities unless the Base Rental Payments on the undamaged portion of the Facilities will be sufficient to pay the scheduled principal and interest on the Bonds remaining unpaid after such redemption. SECTION 5.05 Deposit and Investments of Money in Accounts and Funds. Subject to Section 6.03, all money held by the Trustee in any of the accounts or funds established pursuant hereto shall be invested in Permitted Investments at the Written Request of the Authority or, if no instructions are received, in the Wells Fargo Government Money Market Fund. Such investments shall, as nearly as practicable, mature on or before the dates on which such money is anticipated to be needed for disbursement hereunder. For purposes of this restriction, Permitted Investments containing a repurchase option or put option by the investor shall be treated as having a maturity of no longer than such option. Unless otherwise instructed by the Authority, all interest or profits received on any money so invested shall be deposited in the Revenue Fund; provided that, with respect to the Project Fund, earnings on amounts in such fund shall be credited to such fund until completion of the respective Projects. The Trustee and its affiliates may act as principal, agent, sponsor or advisor with respect to any investments. The Trustee shall not be liable for any losses on investments made in accordance with the terms and provisions of this Trust Agreement. Investments purchased with funds on deposit in the Revenue Fund shall mature not later than the payment date or redemption date, as appropriate, immediately succeeding the investment. Subject to Section 6.03, investments in any and all funds and accounts except for the Rebate Fund may be commingled for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in particular funds and accounts amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Trust Agreement. The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives February 14, 2017 Contra Costa County Board of Supervisors 138 4848-0290-9760.4 27 receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Authority periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder. ARTICLE VI COVENANTS OF THE AUTHORITY SECTION 6.01 Punctual Payment and Performance. The Authority will punctually pay out of the Revenues the interest on and principal of and redemption premiums, if any, to become due on every Bond issued hereunder in strict conformity with the terms hereof and of the Bonds, and will faithfully observe and perform all the agreements and covenants to be observed or performed by the Authority contained herein and in the Bonds. SECTION 6.02 Against Encumbrances. The Authority will not make any pledge or assignment of or place any charge or lien upon the Revenues except as provided in Section 5.01, and will not issue any bonds, notes or obligations payable from the Revenues or secured by a pledge of or charge or lien upon the Revenues except as provided in Section 3.04. SECTION 6.03 Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated as the Rebate Fund. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate), for payment to the United States of America. Notwithstanding the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Tax Certificate. (b) Any funds remaining in the Rebate Fund with respect to the Bonds after redemption and payment of all Bonds and all other amounts due hereunder or under the Facilities Lease, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses of the Trustee and satisfaction of the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn by the Trustee and remitted to or upon the Written Request of the Authority. SECTION 6.04 Tax Covenants. (a) The Authority hereby covenants that it shall not take any action or inaction, or fail to take any action, or permit any action to be taken on behalf of the Authority or February 14, 2017 Contra Costa County Board of Supervisors 139 4848-0290-9760.4 28 cause or permit any circumstances within its control to arise or continue, if such action or inaction would cause any of the Bonds to be treated as an obligation not described in Section 103(a) of the Code. This covenant shall survive the payment in full of the Bonds. (b) In the event that at any time the Authority is of the opinion that for purposes of this Section it is necessary to restrict or to limit the yield on the investment of any moneys held by the Trustee under this Trust Agreement, the Authority shall so instruct the Trustee in a Request of the Authority accompanied by a supporting Opinion of Bond Counsel, and the Trustee shall take such action as may be necessary in accordance with such instructions. (c) Notwithstanding any provisions of this Section, if the Authority shall provide to the Trustee an Opinion of Counsel that any specified action required under this Section or the Tax Certificate is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Bonds, the Authority and the Trustee may conclusively rely on such opinion in complying with the requirements of this Section and the Tax Certificate, and, notwithstanding Article IX hereof, the covenants hereunder shall be deemed to be modified to that extent. SECTION 6.05 Accounting Records and Reports. The Trustee will keep or cause to be kept proper books of record and accounts in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocation and application of the Revenues, and such books shall be available for inspection by the Authority at reasonable hours and under reasonable conditions. The Trustee shall provide to the Authority monthly statements covering the funds and accounts held pursuant to the Trust Agreement. Not more than one hundred eighty (180) days after the close of each Fiscal Year, the Trustee shall furnish or cause to be furnished to the Authority a complete financial statement (which may be in the form of the Trustee’s customary account statements) covering receipts, disbursements, allocation and application of Revenues for such Fiscal Year. The Authority shall keep or cause to be kept such information as is required under the Tax Certificate. SECTION 6.06 Prosecution and Defense of Suits. The Authority will defend against every suit, action or proceeding at any time brought against the Trustee upon any claim to the extent arising out of the receipt, application or disbursement of any of the Revenues or to the extent involving the failure of the Authority to fulfill its obligations hereunder; provided, that the Trustee or any affected Bondholder at its election may appear in and defend any such suit, action or proceeding. The Authority will indemnify and hold harmless the Trustee against any and all liability claimed or asserted by any person to the extent arising out of such failure by the Authority, and will indemnify and hold harmless the Trustee against any reasonable attorney’s fees or other reasonable expenses which it may incur in connection with any litigation to which it may become a party by reason of its actions hereunder, except for any loss, cost, damage or expense resulting from the negligence or willful misconduct by the Trustee. Notwithstanding any contrary provision hereof, this covenant shall remain in full force and effect even though all Bonds secured hereby may have been fully paid and satisfied. SECTION 6.07 Further Assurances. The Authority will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments, and promptly do or cause to be done all such other and further things as may be February 14, 2017 Contra Costa County Board of Supervisors 140 4848-0290-9760.4 29 necessary or reasonably required in order to further and more fully vest in the Bondholders all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon them hereby. SECTION 6.08 Maintenance of Revenues. The Authority will promptly collect all rents and charges due for the occupancy or use of the Facilities as the same become due, and will promptly and vigorously enforce its rights against any tenant or other person who does not pay such rents or charges as they become due. Pursuant to Section 5.02 and the Facilities Lease, the County is to pay all Base Rental Payments directly to the Trustee. The Authority will at all times maintain and vigorously enforce all of its rights under the Facilities Lease. SECTION 6.09 Amendments to Facilities Lease and Site Lease. (a) The Authority shall not supplement, amend, modify or terminate any of the terms of the Facilities Lease, or consent to any such supplement, amendment, modification or termination, without the prior written consent of the Trustee and the Purchaser. The Trustee shall give such written consent if such supplement, amendment, modification or termination (a) will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security hereby given for the payment of the Bonds (provided that such supplement, amendment or modification shall not be deemed to have such adverse effect or to cause such material impairment solely by reason of addition, substitution or release of real property pursuant to Section 2.03 of the Facilities Lease), (b) is to add to the agreements, conditions, covenants and terms required to be observed or performed thereunder by any party thereto, or to surrender any right or power therein reserved to the Authority or the County, (c) is to cure, correct or supplement any ambiguous or defective provision contained therein, (d) is to accommodate any addition, substitution or release of property in accordance with Section 2.03 of the Facilities Lease or prepayment in accordance with Section 7.02 of the Facilities Lease, (e) is to modify the legal description of the Facilities to conform to the requirements of title insurance or otherwise to add or delete property descriptions to reflect accurately the description of the parcels intended or preferred to be included therein, or substituted for the Facilities pursuant to the provisions of Section 2.03 of the Facilities Lease, or deleted due to prepayment pursuant to the provisions of Section 7.02 of the Facilities Lease, or (f) if the Trustee first obtains the written consent of the Purchaser to such supplement, amendment, modification or termination; provided, that no such supplement, amendment, modification or termination shall reduce the amount of Base Rental Payments to be made to the Authority or the Trustee by the County pursuant to the Facilities Lease to an amount less than the scheduled principal and interest payments on the Outstanding Bonds, or extend the time for making such payments, or permit the creation of any lien prior to or on a parity with the lien created by this Trust Agreement on the Base Rental Payments (except as expressly provided in the Facilities Lease), in each case without the written consent of all of the Bondholders of the Bonds then Outstanding. (b) The Authority shall not supplement, amend, modify or terminate any of the terms of the Site Lease, or consent to any such supplement, amendment, modification or termination, without the prior written consent of the Trustee and the Purchaser. The Trustee shall give such written consent if such supplement, amendment, modification or termination (a) will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security hereby given for the payment of the Bonds, (b) is to add to the February 14, 2017 Contra Costa County Board of Supervisors 141 4848-0290-9760.4 30 agreements, conditions, covenants and terms required to be observed or performed thereunder by any party thereto, or to surrender any right or power therein reserved to the Authority or the County, (c) is to cure, correct or supplement any ambiguous or defective provision contained therein, (d) is to modify the legal description of the Facilities to conform to the requirements of title insurance or otherwise to add or delete property descriptions to reflect accurately the description of the parcels intended or preferred to be included therein, or substituted for the Facilities pursuant to the provisions of Section 2.03 of the Facilities Lease, or deleted due to prepayment pursuant to the provisions of Section 7.02 of the Facilities Lease, or (e) if the Trustee first obtains the written consent of the Purchaser to such supplement, amendment, modification or termination. (c) No supplement, amendment, modification or termination of the Facilities Lease or Site Lease shall be entered into unless an Opinion of Counsel is delivered to the effect that such amendment, modification or termination is (a) authorized and permitted by the Trust Agreement, Facilities Lease or Site Lease, (b) is enforceable against the Authority and the County, (c) will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security hereby given for the payment of the Bonds, and (d) does not adversely impact the tax-exempt status of the interest on the Bonds. (d) The Trustee shall not be obligated to consent to any amendment that adversely impacts its rights. SECTION 6.10 Leasehold Estate. The Authority will be, on the date of the delivery of the Bonds, the owner and lawfully possessed of the leasehold estate described in the Site Lease, and the Facilities Lease will be, on the date of delivery of the Bonds, a valid subsisting demise for the term therein set forth of the property which it purports to demise. At the time of the delivery of the Bonds, the County will be the owner in fee simple of the premises described in the Site Lease, the Site Lease will be lawfully made by the County and the covenants contained in the Site Lease on the part of the County will be valid and binding. At the time of the delivery of the Bonds, the Authority will have good right, full power and lawful authority to lease said leasehold estate, in the manner and form provided in the Facilities Lease, and the Facilities Lease will be duly and regularly executed. Without allowance for any days of grace which may or might exist or be allowed by law or granted pursuant to any terms or conditions of the Facilities Lease, the Authority will in all respects promptly and faithfully keep, perform and comply with all the terms, provisions, covenants, conditions and agreements of the Facilities Lease to be kept, performed and complied with by it. The Authority will not do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would or might be a ground for declaring a forfeiture of the Facilities Lease, or would or might be a ground for cancellation or termination of the Facilities Lease by the lessee thereunder. The Authority will promptly deposit with the Trustee (to be held by the Trustee until the title and rights of the Trustee under this Trust Agreement shall be released or reconvened) any and all documentary evidence received by it showing compliance with the provisions of the Facilities Lease to be performed by the Authority. The Authority, immediately upon its receiving or giving any notice, communication or other document in any way relating to or affecting the Facilities Lease, or the leasehold estate thereby February 14, 2017 Contra Costa County Board of Supervisors 142 4848-0290-9760.4 31 created, which may or can in any manner affect the estate of the lessor or of the Authority in or under the Facilities Lease, will deliver the same, or a copy thereof, to the Trustee. SECTION 6.11 Intentionally Left Blank. ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS SECTION 7.01 Events of Default and Acceleration of Maturities. If one or more of the following events (herein called “events of default”) shall happen, that is to say: (a) if default shall be made by the Authority in the due and punctual payment of the interest on any Bond when and as the same shall become due and payable; (b) if default shall be made by the Authority in the due and punctual payment of the principal or premium, including, without limitation, any Breakage Fee, if any, of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed or by proceedings for mandatory redemption; (c) if default shall be made by the Authority in the performance of any of the other agreements or covenants required herein to be performed by the Authority, and such default shall have continued for a period of sixty (60) days or (or if the Authority notifies the Trustee that in its reasonable opinion the failure stated in the notice can be corrected, but not within such 60 day period, the failure will not constitute an event of default if the Authority commences to cure the failure within such 60 day period and thereafter diligently and in good faith cures such failure in a reasonable period of time); (d) if the Authority shall file a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if a court of competent jurisdiction shall approve a petition filed with or without the consent of the Authority seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if under the provisions of any other law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of its property; or (e) if an Event of Default has occurred under Section 6.01 of the Facilities Lease; or (f) if an Event of Default has occurred under the Continuing Covenant Agreement; then and in each and every such case during the continuance of such event of default the Trustee may, with the consent of the Purchaser, or, at the direction of the Purchaser, institute legal proceedings pursuant to Section 7.03 hereof. In addition, in the event of a default described in Section 7.01(a) or (b) hereof, the Trustee, upon the written request of the Purchaser shall, by notice in writing to the Authority, declare the principal of all Bonds then Outstanding and the February 14, 2017 Contra Costa County Board of Supervisors 143 4848-0290-9760.4 32 interest accrued thereon to be due and payable immediately, and upon any such declaration the same shall become due and payable, anything contained herein or in the Bonds to the contrary notwithstanding. The Trustee shall promptly notify all Bondholders by first class mail of any such event of default which is continuing of which a Responsible Officer has actual knowledge or written notice. This provision, however, is subject to the condition that if at any time after the principal of the Bonds then Outstanding shall have been so declared due and payable and before any judgment or decree for the payment of the money due shall have been obtained or entered the Authority shall deposit with the Trustee a sum sufficient to pay all matured interest on all the Bonds and all principal of the Bonds matured prior to such declaration and premium, if any, with interest at the rate borne by such Bonds on such overdue interest and principal and premium, if any, and the reasonable fees and expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of interest on and principal of the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then and in every such case the Trustee or the Purchaser, by written notice to the Authority and to the Trustee, may on behalf of the Bondholders of all the Bonds then Outstanding rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. Notwithstanding anything to the contrary herein, under no circumstances may the Authority or the Trustee accelerate the payment of Base Rental under the Facilities Lease. SECTION 7.02 Application of Funds Upon Acceleration. All moneys in the accounts and funds provided in Sections 3.01, 3.02, 5.02, 5.03 and 5.04 upon the date of the declaration of acceleration by the Trustee as provided in Section 7.01 and all Revenues (other than Revenues on deposit in the Rebate Fund) thereafter received by the Authority hereunder shall be transmitted to the Trustee and shall be applied by the Trustee in the following order: First, to the payment of the reasonable fees, costs and expenses of the Trustee in providing for the declaration of such event of default and carrying out its duties under this Trust Agreement, including reasonable compensation to their accountants and counsel together with interest on any amounts advanced as provided herein and thereafter to the payment of the reasonable costs and expenses of the Bondholders, if any, in carrying out the provisions of this Article, including reasonable compensation to their accountants and counsel; Second, upon presentation of the several Bonds, and the stamping thereon of the amount of the payment if only partially paid or upon the surrender thereof if fully paid, to the payment of the whole amount then owing and unpaid upon the Bonds for interest and principal, and premium, including, without limitation, the Breakage Fee, if any, with (to the extent permitted by law) interest on the overdue interest and principal and premium at the rate borne by such Bonds, and in case such money shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such interest, principal and premium, including, without limitation, the Breakage Fee, if any, and (to the extent permitted by law) interest on overdue interest and principal and premium, including, without limitation, the February 14, 2017 Contra Costa County Board of Supervisors 144 4848-0290-9760.4 33 Breakage Fee, if any, without preference or priority among such interest, principal and premium and interest on overdue interest and principal and premium ratably to the aggregate of such interest, principal and premium and interest on overdue interest and principal and premium; and Third, to the payment of the Purchaser and the other Bondholders of all amounts due under the Continuing Covenant Agreement and not otherwise paid hereunder. SECTION 7.03 Institution of Legal Proceedings by Trustee. If one or more of the events of default shall happen and be continuing, the Trustee may, with the consent of the Purchaser, and upon the written request of the Purchaser, shall, and in each case upon being indemnified to its reasonable satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of the Bondholders of Bonds under this Trust Agreement and under Article VI of the Facilities Lease by a suit in equity or action at law, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or by mandamus or other appropriate proceeding for the enforcement of any other legal or equitable remedy as the Trustee shall deem most effectual in support of any of its rights and duties hereunder. SECTION 7.04 Non-Waiver. Nothing in this Article or in any other provision hereof or in the Bonds shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the interest on and principal of and redemption premiums, if any, on the Bonds to the respective Bondholders of the Bonds at the respective dates of maturity or upon prior redemption as provided herein from the Revenues as provided herein pledged for such payment, or shall affect or impair the right of such Bondholders, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract embodied herein and in the Bonds. A waiver of any default or breach of duty or contract by the Trustee or any Bondholder shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee or any Bondholder to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Bondholders by the Act or by this Article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Bondholders. If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned, the Authority, the Trustee and any Bondholder shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. SECTION 7.05 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Bondholders is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law. February 14, 2017 Contra Costa County Board of Supervisors 145 4848-0290-9760.4 34 SECTION 7.06 [Bondholders’ Direction of Proceedings. Anything in this Trust Agreement to the contrary notwithstanding, the Purchaser or the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, but only with the prior written consent of the Purchaser, shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, and upon indemnifying the Trustee to its satisfaction therefor, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law and the provisions of this Trust Agreement, and that the Trustee shall have the right to decline to follow any such direction that in the reasonable opinion of the Trustee would be unjustly prejudicial to Bondholders not parties to such direction.] SECTION 7.07 Limitation on Bondholders’ Right to Sue. No Bondholder of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or equity, for any remedy under or upon this Trust Agreement, unless (a) such Bondholder shall have previously given to the Trustee written notice of the occurrence of an event of default as defined in Section 7.01; (b) the Purchaser shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) said Bondholders shall have tendered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Bondholder of Bonds of any remedy hereunder; it being understood and intended that no one or more Bondholders of Bonds shall have any right in any manner whatever by his or their action to enforce any right under this Trust Agreement, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Trust Agreement shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Bondholders of the Outstanding Bonds. ARTICLE VIII THE TRUSTEE SECTION 8.01 The Trustee. Wells Fargo Bank, National Association shall serve as the initial Trustee for the Bonds for the purpose of receiving all money which the Authority is required to deposit with the Trustee hereunder and for the purpose of allocating, applying and using such money as provided herein and for the purpose of paying the interest on and principal of and redemption premiums, if any, on the Bonds presented for payment, with the rights and obligations provided herein. Any such corporation or association into which the Trustee may be merged or converted, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or in part, or any corporation or association resulting from any such merger, conversion, sale, transfer or consolidation to which it shall be a party, shall be and become successor Trustee without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties. February 14, 2017 Contra Costa County Board of Supervisors 146 4848-0290-9760.4 35 The Authority, unless there exists any Event of Default as defined in Section 7.01, may at any time remove the Trustee initially appointed and any successor thereto and may appoint a successor or successors thereto by an instrument in writing; provided, that any such successor shall be a bank, banking institution, or trust company, having (or whose parent holding company has) a combined capital (exclusive of borrowed capital) and surplus of at least five hundred million dollars ($500,000,000) and subject to supervision or examination by federal or state authority. If such bank, banking institution, or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this Section the combined capital and surplus of such bank, banking institution, or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving a (30) day written notice of such resignation to the Authority, and by mailing by first class mail to the Bondholders notice of such resignation. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing. Any removal or resignation of a Trustee and appointment of a successor Trustee shall become effective only upon the acceptance of appointment by the successor Trustee. The successor Trustee shall send notice of its acceptance by first class mail to the Bondholders. If, within thirty (30) days after notice of the removal or resignation of the Trustee no successor Trustee shall have been appointed and shall have accepted such appointment, the removed or resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having the qualifications required hereby. The Trustee is hereby authorized to pay or redeem the Bonds when duly presented for payment at maturity or on redemption prior to maturity. The Trustee shall cancel all Bonds upon payment thereof or upon the surrender thereof by the Authority and shall dispose of such Bonds in a manner deemed appropriate by it. The Trustee shall keep accurate records of all Bonds paid and discharged and cancelled by it. The Trustee shall, prior to an event of default, and after the curing or waiver of all Events of Default that may have occurred, perform such duties and only such duties as are specifically set forth in this Trust Agreement and no implied duties or obligations shall be read into this Trust Agreement. The Trustee shall, during the existence of any Event of Default (that has not been cured or waived), exercise such of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. SECTION 8.02 Liability of Trustee. The recitals of facts, agreements and covenants herein and in the Bonds shall be taken as recitals of facts, agreements and covenants of the Authority, and the Trustee assumes no responsibility for the correctness of the same or makes any representation as to the sufficiency or validity hereof or of the Bonds, or shall incur any responsibility in respect thereof other than in connection with the rights or obligations assigned to or imposed upon it herein, in the Bonds or in law or equity. The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct as finally determined by a court of competent jurisdiction. February 14, 2017 Contra Costa County Board of Supervisors 147 4848-0290-9760.4 36 The Trustee shall not be bound to recognize any person as the Bondholder of a Bond unless and until such Bond is submitted for inspection, if required, and such Bondholder’s title thereto satisfactorily established, if disputed. The Trustee shall not be liable for any error of judgment made in good faith, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Purchaser in aggregate principal amount of the Bonds at the time Outstanding, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Trust Agreement. The Trustee may refuse to follow any direction that conflicts with law or the Trust Agreement, is unduly prejudicial to the rights of other Bondholders, or would involve the Trustee in personal liability. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request, order or direction of any of the Bondholders pursuant to the provisions of this Trust Agreement unless such Bondholders shall have offered to the Trustee reasonable security or indemnity against the reasonable costs, expenses and liabilities that may be incurred therein or thereby. The Trustee has no obligation or liability to the Bondholders for the payment of the interest on, principal of or redemption premium, if any, with respect to the Bonds from its own funds; but rather the Trustee’s obligations shall be limited to the performance of its duties hereunder. Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to the Trust Agreement upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent, is the Bondholder of any Bond shall be conclusive and binding upon all future Bondholders and upon Bonds executed an delivered in exchange therefore or in place thereof. The Trustee shall not be deemed to have knowledge of any event of default (except payment defaults) unless and until a Responsible Officer shall have actual knowledge thereof or a Responsible Officer of the Trustee shall have received written notice thereof at its Principal Office. The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of a default or event of default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through attorneys-in-fact, agents or receivers and shall not be answerable for the negligence or misconduct of any such attorney-in-fact, agent or receiver selected by it with due care. The Trustee shall be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Trustee shall not be answerable for the professional malpractice of any attorney-in-law or certified public accountant in connection with the rendering of his professional advice in accordance with the terms of this February 14, 2017 Contra Costa County Board of Supervisors 148 4848-0290-9760.4 37 Trust Agreement, if such attorney-in-law or certified public accountant was selected by the Trustee with due care. The Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. Whether or not therein expressly so provided, every provision of this Trust Agreement, the Facilities Lease, the Site Lease or related documents relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article. The Trustee makes no representation or warranty, express or implied, as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose for the use contemplated by the Authority or County of the Facilities or the Project. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Facilities Lease, the Site Lease or this Trust Agreement for the existence, furnishing or use of the Facilities or the Project. The Trustee shall be protected in acting upon any notice, resolution, requisition, request (including any Written Request of the Authority or the County), consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Before the Trustee acts or refrains from acting, the Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Before taking any action or refraining from taking any action, the Trustee may require that indemnity satisfactory to it be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, including costs incurred in defending itself against any and all charges claims, complaints, allegations, assertations or demands of any nature whatsoever, except liability which is adjudicated to be a direct result of the Trustee’s negligence or willful misconduct in connection with any such action. Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be established or proved prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Authority or a Certificate of the County, which certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such additional evidence as it may deem reasonable. February 14, 2017 Contra Costa County Board of Supervisors 149 4848-0290-9760.4 38 No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Bonds. The Trustee is not responsible for the content of any disclosure material prepared in connection with the Bonds. The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence. SECTION 8.03 Compensation and Indemnification of Trustee. The Authority covenants to pay (but solely from Additional Payments) to the Trustee from time to time, and the Trustee shall be entitled to, compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Authority will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee, in accordance with any of the provisions of this Trust Agreement (including the reasonable compensation and the reasonable expenses and disbursements of their counsel (including the allocated reasonable fees and disbursements of in- house counsel) and of all persons not regularly in their employ) except any such expense, disbursement or advance as may arise from the Trustee’s negligence or willful misconduct. The Authority, to the extent permitted by law, shall indemnify, defend and hold harmless the Trustee against any loss, damage, liability or expense incurred without negligence or willful misconduct on the part of the Trustee arising out of or in connection with the acceptance or administration of the trusts created hereby, including reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) of defending itself against or investigating any claim or liability in connection with the exercise or performance of any of its powers hereunder. The rights of the Trustee and the obligations of the Authority under this Section 8.03 shall survive the discharge of the Bonds and this Trust Agreement and the resignation or removal of the Trustee. ARTICLE IX AMENDMENT OF THE TRUST AGREEMENT SECTION 9.01 Amendment of the Trust Agreement. (a) This Trust Agreement and the rights and obligations of the Authority and of the Bondholders may be amended at any time by a Supplemental Trust Agreement which shall become binding when the written consent of the Purchaser are filed with the Trustee; provided that if such modification or amendment will, by its terms, not take effect so long as any remain Outstanding, the consent of the Owners of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Bonds Outstanding under this Section. No such amendment shall (1) extend the maturity of or reduce the interest rate on or amount of interest on or principal of or redemption premium, if any, on any Bond without the express written consent of the Bondholder of such Bond, or (2) permit the creation by the February 14, 2017 Contra Costa County Board of Supervisors 150 4848-0290-9760.4 39 Authority of any pledge of or charge or lien upon the Revenues as provided herein superior to or on a parity with the pledge, charge and lien created hereby for the benefit of the Bonds, or (3) reduce the percentage of Bonds required for the written consent to any such amendment, or (4) modify any rights or obligations of the Trustee, the Authority, or the County without their prior written assent thereto, respectively. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Trust Agreement, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Trust Agreement pursuant to this subsection (a), the Trustee shall mail a notice on behalf of the Authority, setting forth in general terms the substance of such Supplemental Trust Agreement to the Bondholders at the addresses shown on the registration books maintained by the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Trust Agreement. (b) The Trust Agreement and the rights and obligations of the Authority and of the Bondholders may also be amended at any time by a Supplemental Trust Agreement which shall become binding upon adoption but without the consent of any Bondholders, for any purpose that will not materially adversely affect the interests of the Bondholders, including (without limitation) for any one or more of the following purposes: (i) to add to the agreements and covenants required herein to be performed by the Authority other agreements and covenants thereafter to be performed by the Authority, or to surrender any right or power reserved herein to or conferred herein on the Authority; (ii) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Authority may deem desirable or necessary; and (iii) to add to the agreements and covenants required herein, such agreements and covenants as may be necessary to qualify the Trust Agreement under the Trust Indenture Act of 1939. (c) The Trustee shall not be obligated to enter into any Amendment that adversely impacts its rights. (d) No amendment shall be entered into unless an Opinion of Counsel is delivered to the effect that such amendment (a) is authorized and permitted by the Trust Agreement, (b) is enforceable against the Authority and the County, (c) will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security hereby given for the payment of the Bonds, and (d) does not adversely impact the tax- exempt status of the interest on the Bonds. SECTION 9.02 Disqualified Bonds. Bonds owned or held by or for the account of the Authority shall not be deemed Outstanding for the purpose of any consent or other action or February 14, 2017 Contra Costa County Board of Supervisors 151 4848-0290-9760.4 40 any calculation of Outstanding Bonds provided in this Article, and shall not be entitled to consent to or take any other action provided in this Article. SECTION 9.03 Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that the Bonds may bear a notation by endorsement in form approved by the Authority as to such action, and in that case upon demand of the Bondholder of any Outstanding Bonds and presentation of his Bond for such purpose at the office of the Trustee a suitable notation as to such action shall be made on such Bond. If the Authority shall so determine, new Bonds so modified as, in the opinion of the Authority, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Bondholder of any Outstanding Bond a new Bond or Bonds shall be exchanged at the office of the Trustee without cost to each Bondholder for its Bond or Bonds then Outstanding upon surrender of such Outstanding Bonds. SECTION 9.04 Notice to and Consent of Bondholders. If consent of the Bondholders is required under the terms of this Trust Agreement for the amendment of this Trust Agreement or for any other similar purpose, the Authority shall cause notice of the proposed amendment to be given by first-class mail to the Owners of the Outstanding Bonds then shown on the registration books for the Bonds. Such notice shall briefly set forth the nature of the proposed amendment or other action and shall state that copies of any such amendment are on file at the office of the Authority and the Principal Office of the Trustee for inspection by all Bondholders. If, within sixty (60) days or such longer period as shall be prescribed by the Authority following the mailing of such notice, the Owners of the requisite principal amount of the Bonds Outstanding by instruments filed with the Authority shall have consented to the amendment or other proposed action, then the Authority may adopt or execute, as appropriate, such amendment or take such proposed action and the consent of the Bondholders shall thereby be conclusively presumed. Such instruments filed with the Authority may include documents, including Certificates of the Authority, stating that Owners of Bonds have consented to an amendment by purchasing such Bonds if the disclosure document related to such purchase disclosed that the purchase of the Bonds was deemed to mean that the Owners consented to the amendment. SECTION 9.05 Amendment by Mutual Consent. The provisions of this Article shall not prevent any Bondholder from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. ARTICLE X DEFEASANCE SECTION 10.01 [Discharge of Bonds. (a) If the Authority shall pay or cause to be paid or there shall otherwise be paid to the Bondholders of all or any portion of the Outstanding Bonds the interest thereon and principal thereof and redemption premiums, if any, thereon at the times and in the manner stipulated herein and therein, and the Authority shall pay in full all other amounts due hereunder and under the Facilities Lease and the Continuing Covenant Agreement, then the Bondholders of February 14, 2017 Contra Costa County Board of Supervisors 152 4848-0290-9760.4 41 such Bonds shall cease to be entitled to the pledge of and charge and lien upon the Revenues as provided herein, and all agreements, covenants and other obligations of the Authority to the Bondholders of such Bonds hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, the Trustee shall pay over or deliver to the Authority all money or securities held by it pursuant hereto which are not required for the payment of the interest on and principal of and redemption premiums, if any, on such Bonds and for the payment of all other amounts due hereunder and under the Facilities Lease. (b) Any Outstanding Bonds shall prior to the maturity date or redemption date thereof be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this Section if (1) in case any of such Bonds are to be redeemed on any date prior to their maturity date, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to provide notice in accordance with Section 4.05, (2) there shall have been deposited with the Trustee (A) cash in an amount which shall be sufficient and/or (B) noncallable Government Securities, the interest on and principal of which when paid will provide cash which, together with the cash, if any, deposited with the Trustee at the same time, shall be sufficient, in the opinion of an Independent Certified Public Accountant, to pay when due the interest to become due on such Bonds on and prior to the maturity date or redemption date thereof, as the case may be, and the principal of and redemption premiums, if any, on such Bonds, and (3) in the event such Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as soon as practicable, a notice to the Bondholders of such Bonds that the deposit required by clause (2) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this Section and stating the maturity date or redemption date upon which money is to be available for the payment of the principal of and redemption premiums, if any, on such Bonds. (c) In the event of an advance refunding (i) the Authority shall cause to be delivered, on the deposit date and upon any reinvestment of the defeasance amount, a report of an Independent Certified Public Accountant verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity date or redemption date (“Verification”) (which Verification shall verify the mathematical accuracy of the computations relating to the adequacy of cash plus Government Securities to be held in escrow to pay debt service requirements (principal, interest and redemption price, including premium, to the applicable redemption or maturity dates) when due on the Bonds to be refunded), (ii) the escrow agreement shall provide that no (A) substitution of a Government Security shall be permitted except with another Government Security and upon delivery of a new Verification and (B) reinvestment of a Government Security shall be permitted except as contemplated by the original Verification or upon delivery of a new Verification, and (iii) there shall be delivered an Opinion of Bond Counsel to the effect that the Bonds are no longer “Outstanding” under the Trust Agreement; each Verification and opinion shall be addressed to the Authority and the Trustee. SECTION 10.02 Unclaimed Money. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Bonds or interest thereon which remains unclaimed for two (2) years after the date when such February 14, 2017 Contra Costa County Board of Supervisors 153 4848-0290-9760.4 42 Bonds or interest thereon have become due and payable, either at their stated maturity dates or by call for redemption prior to maturity, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date when such Bonds have become due and payable, shall be repaid by the Trustee to the Authority as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bondholders shall not look to the Trustee for the payment of such Bonds.] ARTICLE XI MISCELLANEOUS SECTION 11.01 Liability of Authority Limited to Revenues. Notwithstanding anything contained herein, the Authority shall not be required to advance any money derived from any source other than the Revenues as provided herein for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds or for the performance of any agreements or covenants herein contained. The Authority may, however, advance funds for any such purpose so long as such funds are derived from a source legally available for such purpose. The Bonds are limited obligations of the Authority and are payable, as to interest thereon, principal thereof and any premiums upon the redemption of any thereof, solely from the Revenues as provided herein, and the Authority is not obligated to pay them except from the Revenues. All the Bonds are equally secured by a pledge of and charge and lien upon the Revenues, and the Revenues constitute a trust fund for the security and payment of the interest on and principal of and redemption premiums, if any, on the Bonds as provided herein. The Bonds are not a debt of the County, the State or any of its political subdivisions, and neither the County, the State nor any of its political subdivisions is liable thereon, nor in any event shall the Bonds be payable out of any funds or properties other than those of the Authority as provided herein. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction. SECTION 11.02 Benefits of this Trust Agreement Limited to Parties and Third Party Beneficiaries. Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the Trustee, and the Bondholders any right, remedy or claim under or by reason hereof. Any agreement or covenant required herein to be performed by or on behalf of the Authority or any member, officer or employee thereof shall be for the sole and exclusive benefit of the Authority, the Trustee and the Bondholders. SECTION 11.03 Successor Is Deemed Included in All References to Predecessor. Whenever herein either the Authority or any member, officer or employee thereof or of the State is named or referred to, such reference shall be deemed to include the successor to the powers, duties and functions with respect to the Project that are presently vested in the Authority or such member, officer or employee, and all agreements and covenants required hereby to be performed by or on behalf of the Authority or any member, officer or employee thereof shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. February 14, 2017 Contra Costa County Board of Supervisors 154 4848-0290-9760.4 43 SECTION 11.04 Execution of Documents by Bondholders. Any declaration, request or other instrument which is permitted or required herein to be executed by Bondholders may be in one or more instruments of similar tenor and may be executed by Bondholders in person or by their attorneys appointed in writing. The fact and date of the execution by any Bondholder or his attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to make acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer. The ownership of any Bonds and the amount, maturity, number and date of holding the same may be proved by the registration books relating to the Bonds at the Principal Office of the Trustee. Any declaration, request, consent or other instrument or writing of the Bondholder of any Bond shall bind all future Bondholders of such Bond with respect to anything done or suffered to be done by the Trustee or the Authority in good faith and in accordance therewith. SECTION 11.05 Waiver of Personal Liability. No member, officer or employee of the Authority or the County shall be individually or personally liable for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds by reason of their issuance, but nothing herein contained shall relieve any such member, officer or employee from the performance of any official duty provided by the Act or any other applicable provisions of law or hereby. SECTION 11.06 Intentionally Left Blank. SECTION 11.07 Accounts and Funds. Any account or fund required herein to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to all such accounts and funds shall at all times be maintained in accordance with corporate trust industry standards and with due regard for the protection of the security of the Bonds and the rights of the Bondholders. SECTION 11.08 Business Day. When any action is provided for herein to be done on a day named or within a specified time period, and the day or the last day of the period falls on a day which is not a Business Day, such action may be performed on the next ensuing Business Day with the same effect as though performed on the appointed day or within the specified period. SECTION 11.09 Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at the addresses set forth below, or at such other addresses as such parties may provide to the other party in writing from time to time, namely: February 14, 2017 Contra Costa County Board of Supervisors 155 4848-0290-9760.4 44 If to the Authority: County of Contra Costa Public Financing Authority c/o County Administrator County of Contra Costa County Administration Building 651 Pine Street Martinez, California 94553 If to the Trustee: Wells Fargo Bank, National Association 333 Market Street, 18th Floor San Francisco, CA 94105 Attention: Corporate Trust Services If to the County: County of Contra Costa c/o Clerk of the Board of Supervisors County of Contra Costa County Administration Building 651 Pine Street Martinez, California 94553 SECTION 11.10 Article and Section Headings and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. All references herein to “Articles,” “Sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular article, section, subdivision or clause hereof. SECTION 11.11 Partial Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the Authority or the Trustee shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof or of the Bonds, and the Bondholders shall retain all the benefit, protection and security afforded to them under the Act or any other applicable provisions of law. The Authority and the Trustee hereby declare that they would have executed and delivered this Trust Agreement and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. SECTION 11.12 Governing Law. This Trust Agreement shall be governed exclusively by the provisions hereof and by the laws of the State as the same from time to time exist. February 14, 2017 Contra Costa County Board of Supervisors 156 4848-0290-9760.4 45 SECTION 11.13 Execution in Several Counterparts. This Trust Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. February 14, 2017 Contra Costa County Board of Supervisors 157 4848-0290-9760.4 S-1 [Trust Agreement] IN WITNESS WHEREOF, the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY has caused this Trust Agreement to be signed in its name by its Chair and attested by its Secretary, and WELLS FARGO BANK, NATIONAL ASSOCIATION., in token of its acceptance of the trusts created hereunder, has caused this Trust Agreement to be signed by one of the officers thereunder duly authorized, all as of the day and year first above written. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: Federal D. Glover Chair of the Board of Directors Attest: By: David J. Twa Executive Director and Secretary of the Board of Directors WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer Acknowledged COUNTY OF CONTRA COSTA By: David J. Twa County Administrator and Clerk of the Board of Supervisors February 14, 2017 Contra Costa County Board of Supervisors 158 4848-0290-9760.4 A-1 EXHIBIT A FORM OF 2017 SERIES A BOND No. _____ $__________ COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (REFUNDING AND CAPITAL PROJECTS), 2017 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 FLOOD CONTROL AND WATER CONSERVATION DISTRICT, THE PARTIES TO THE AGREEMENT CREATING THE AUTHORITY. Interest Rate Maturity Date Dated Date CUSIP ____% June 1, ____ _______, 2017 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 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 on or before [_________, 2017], 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 June 1, 2017, 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 February 14, 2017 Contra Costa County Board of Supervisors 159 4848-0290-9760.4 A-2 upon the written request of a Bondholder of $1,000,000 or more in aggregate principal amount of Bonds of the Series of which this Bond is a part received by the Trustee (defined hereinafter) prior to the applicable record date, interest shall be paid by wire transfer in immediately available funds to an account within the United States of America. The principal hereof is payable in lawful money of the United States of America upon presentation of this Bond at the Principal Office of the Trustee. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the Trust Agreement. This Bond is one of a duly authorized issue of bonds of the Authority designated as its “County of Contra Costa Public Financing Authority Lease Revenue Bonds ” (the “Bonds”) unlimited as to principal amount and is one of a duly authorized series of such Bonds known as “(Refunding and Capital Projects), 2017 Series A” (the “Bonds”) issued in an aggregate principal amount of _____________________________________________ dollars ($____________), all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities and interest rates), and is issued under and pursuant to the provisions of the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title 1 of the California Government Code, as amended) and all laws amendatory thereof or supplemental thereto (the “Act”) and under and pursuant to the provisions of a trust agreement, dated as of [March] 1, 2017 (as amended from time to time, the “Trust Agreement”), between the Authority and Wells Fargo Bank, National Association, as trustee (together with any successor as trustee under the Trust Agreement, the “Trustee”) (copies of the Trust Agreement are on file at the principal office of the Trustee in San Francisco, California). The Bonds are issued to provide funds to finance and refinance the acquisition, installation, implementation and construction of certain capital projects of the County, and related costs and expenses, located in the County of Contra Costa (as more fully defined in the Trust Agreement, the “Project”) and to provide funds to refund certain outstanding lease revenue bonds of the Authority. The Bonds are limited obligations of the Authority and are payable, as to interest thereon and principal thereof, solely from certain proceeds of the Bonds held in certain funds and accounts pursuant to the Trust Agreement and the revenues (as more fully defined in the Trust Agreement, the “Revenues”) derived from Base Rental Payments and other payments made by the County of Contra Costa (the “County”), and all interest or other investment income thereon, pursuant to the Facilities Lease, dated as of [March] 1, 2017 (as amended from time to time, the “Facilities Lease”), by and between the Authority and the County, and the Authority is not obligated to pay the interest or premium, if any, on and principal of the Bonds except from the Revenues. All Bonds are equally and ratably secured in accordance with the terms and conditions of the Trust Agreement by a pledge and assignment of and charge and lien upon the Revenues, and the Revenues constitute a trust fund for the security and payment of the interest or premium, if any, on and principal of the Bonds as provided in the Trust Agreement. The full faith and credit of the Authority 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. Reference is hereby made to the Act and to the Trust Agreement and any and all amendments thereof and February 14, 2017 Contra Costa County Board of Supervisors 160 4848-0290-9760.4 A-3 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 prior to maturity on the dates, at the redemption prices, and upon such notice as set forth in the Trust Agreement. 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 Purchaser or by the Trustee. This Bond is transferable only on a register to be kept for that purpose at the above-mentioned Principal Office of the Trustee by the registered owner hereof in person or by the duly authorized attorney of such owner upon payment of the charges provided in the Trust Agreement and upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or the duly authorized attorney of such owner, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount 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. In the event of any conflict or inconsistency between the terms and provisions of the Bond and the terms and provisions of the Trust Agreement, the terms and provisions of the Trust Agreement shall control. 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. 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. February 14, 2017 Contra Costa County Board of Supervisors 161 4848-0290-9760.4 A-4 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 February 14, 2017 Contra Costa County Board of Supervisors 162 4848-0290-9760.4 A-5 FORM OF CERTIFICATE OF AUTHENTICATION TO APPEAR ON 2017 SERIES A BONDS This is one of the Bonds described in the within-mentioned Trust Agreement which has been registered and authenticated on ____________, 2017. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory [DTC LEGEND] Unless this Bond is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. February 14, 2017 Contra Costa County Board of Supervisors 163 4848-0290-9760.4 A-6 [FORM OF ASSIGNMENT TO APPEAR ON 2017 SERIES A BONDS] For value received the undersigned hereby sells, assigns and transfers unto __________________________________ (Taxpayer Identification Number:_______________) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________________ attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. NOTE: The signature to this Assignment must correspond with the name as written on the face of the Bond in every particular, without alteration or enlargement or any change whatever. Dated: PLEASE INSERT SOCIAL SECURITY NUMBER, TAXPAYER IDENTIFICATION NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: Signature Guaranteed: NOTE: Signature must be guaranteed by an eligible guarantor institution. February 14, 2017 Contra Costa County Board of Supervisors 164 4848-0290-9760.4 B-1 EXHIBIT B FORM OF REQUISITION – PROJECT FUND Date: ____________, 20__ No. __ Wells Fargo Bank, National Association 1700 Lincoln Street, 10th Floor Denver, CO 80203 Attention: Corporate Trust Services Re: County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A (Written Request of the County - 2017 Series A Project Account) Ladies and Gentlemen: This letter is our authorization to you to disburse from the 2017 Series A Project Account within the Project Fund provided for in Section 3.02 of the Trust Agreement dated as of [March] 1, 2017 (the “Trust Agreement”) between the County of Contra Costa Public Financing Authority (the “Authority”) and Wells Fargo Bank, National Association, as trustee, the amount indicated on Schedule A attached hereto to the therein-named individuals, firms and corporations for the payment of project costs relating to the completion of the Capital Projects (as said term is defined in the Trust Agreement). The obligations in the stated amount have been incurred by the County, and each item thereof is a proper charge against the 2017 Series A Project Account within the Project Fund. There has not been filed with or served upon the County notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named herein below, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of law. If checked here you are hereby authorized to close the 2017 Series A Project Account within the Project Fund and transfer any remaining balance (after payment of any amounts indicated in Schedule A) to the Revenue Fund. Very truly yours, COUNTY OF CONTRA COSTA By Authorized Officer February 14, 2017 Contra Costa County Board of Supervisors 165 4848-0290-9760.4 B-2 SCHEDULE A Item No. Payee Amount Purpose __ __________ $________ ____________ February 14, 2017 Contra Costa County Board of Supervisors 166 4848-0290-9760.4 C-1 EXHIBIT C FORM OF REQUISITION – COSTS OF ISSUANCE Date: ____________, 20__ No. __ Wells Fargo Bank, National Association 1700 Lincoln Street, 10th Floor Denver, CO 80203 Attention: Corporate Trust Services Re: County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A (Written Request of the Authority – Costs of Issuance Fund) Ladies and Gentlemen: This letter is our authorization to you to disburse from the Costs of Issuance Fund provided for in Section 3.01 of the Trust Agreement dated as of [March] 1, 2017 (the “Trust Agreement”) between the County of Contra Costa Public Financing Authority (the “Authority”) and Wells Fargo Bank, National Association, as trustee, the not to exceed 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 Costs of Issuance Fund. If checked here you are hereby authorized to close the Costs of Issuance Fund and transfer any remaining balance (after payment of any amounts indicated in Schedule A) to the Authority for deposit to the 2017 Series A Project Account within the Project Fund. Very truly yours, COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By Authorized Officer February 14, 2017 Contra Costa County Board of Supervisors 167 4848-0290-9760.4 C-2 SCHEDULE A Item No. Payee Amount Purpose __ __________ $________ ____________ February 14, 2017 Contra Costa County Board of Supervisors 168 4828-6206-0864.4 NP DRAFT 2/7/17 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: NIXON PEABODY LLP 300 South Grand Avenue, Suite 4100 Los Angeles, California 90071 Attention: Charles C. Wolf, Esq. FACILITIES LEASE by and between COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY and the COUNTY OF CONTRA COSTA Related to $[________] County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects) 2017 Series A Dated as of [March] 1, 2017 THIS TRANSACTION IS EXEMPT FROM FILING FEES PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 6103 AND TRANSFER TAXES PURSUANT TO CALIFORNIA REVENUE AND TAXATION CODE SECTION 11928 February 14, 2017 Contra Costa County Board of Supervisors 169 TABLE OF CONTENTS Page i ARTICLE I DEFINITIONS ........................................................................................................... 2 SECTION 1.01. Definitions....................................................................................... 2 ARTICLE II LEASE OF FACILITIES; TERM ............................................................................. 4 SECTION 2.01. Lease of Facilities ........................................................................... 4 SECTION 2.02. Term; Occupancy; and Release of Existing Facilities .................... 4 SECTION 2.03. Substitution; Release; Addition of Property ................................... 5 ARTICLE III RENTAL PAYMENTS; USE OF PROCEEDS ...................................................... 7 SECTION 3.01. Base Rental Payments ..................................................................... 7 SECTION 3.02. Additional Payments ....................................................................... 7 SECTION 3.03. Fair Rental Value ............................................................................ 9 SECTION 3.04. Payment Provisions ......................................................................... 9 SECTION 3.05. Appropriations Covenant .............................................................. 10 SECTION 3.06. Rental Abatement.......................................................................... 11 SECTION 3.07. Use of Proceeds............................................................................. 11 SECTION 3.08. Net Proceeds ................................................................................. 12 ARTICLE IV MAINTENANCE; ALTERATIONS AND ADDITIONS .................................... 13 SECTION 4.01. Maintenance and Utilities ............................................................. 13 SECTION 4.02. Changes to the Facilities ............................................................... 13 SECTION 4.03. Installation of County’s Equipment .............................................. 13 ARTICLE V INSURANCE .......................................................................................................... 14 SECTION 5.01. Fire and Extended Coverage Insurance ........................................ 14 SECTION 5.02. Liability Insurance ........................................................................ 15 SECTION 5.03. Rental Interruption or Use and Occupancy Insurance .................. 16 SECTION 5.04. Worker’s Compensation ............................................................... 16 SECTION 5.05. Title Insurance .............................................................................. 17 SECTION 5.06. Insurance Proceeds; Form of Policies ........................................... 17 SECTION 5.07. Annual Certificates ....................................................................... 17 ARTICLE VI DEFAULTS AND REMEDIES ............................................................................ 18 SECTION 6.01. Defaults and Remedies ................................................................. 18 SECTION 6.02. Waiver ........................................................................................... 21 ARTICLE VII EMINENT DOMAIN; PREPAYMENT .............................................................. 22 SECTION 7.01. Eminent Domain ........................................................................... 22 SECTION 7.02. Prepayment ................................................................................... 22 SECTION 7.03. Option to Purchase; Sale of Personal Property ............................. 23 ARTICLE VIII COVENANTS..................................................................................................... 24 SECTION 8.01. Right of Entry ............................................................................... 24 SECTION 8.02. Liens .............................................................................................. 24 February 14, 2017 Contra Costa County Board of Supervisors 170 4828-6206-0864.4 TABLE OF CONTENTS (continued) Page ii SECTION 8.03. Quiet Enjoyment ........................................................................... 25 SECTION 8.04. Authority Not Liable ..................................................................... 25 SECTION 8.05. Assignment by the Authority ........................................................ 25 SECTION 8.06. Assignment and Subleasing by the County .................................. 25 SECTION 8.07. Title to Facilities ........................................................................... 26 SECTION 8.08. Tax Covenants .............................................................................. 26 SECTION 8.09. Reserved ........................................................................................ 26 SECTION 8.10. Taxes ............................................................................................. 26 SECTION 8.11. Authority’s Purpose ...................................................................... 27 SECTION 8.12. Purpose of Facilities Lease ........................................................... 27 SECTION 8.13. Essential Use ................................................................................. 27 SECTION 8.14. Nondiscrimination......................................................................... 27 ARTICLE IX DISCLAIMER OF WARRANTIES; VENDOR’S WARRANTIES; USE OF THE FACILITIES .................................................................................................................. 28 SECTION 9.01. Disclaimer of Warranties .............................................................. 28 SECTION 9.02. Vendor’s Warranties ..................................................................... 28 SECTION 9.03. Use of the Facilities ...................................................................... 28 ARTICLE X MISCELLANEOUS ............................................................................................... 29 SECTION 10.01. Law Governing ............................................................................. 29 SECTION 10.02. Notices .......................................................................................... 29 SECTION 10.03. Validity and Severability .............................................................. 30 SECTION 10.04. Net-Net-Net Lease ........................................................................ 30 SECTION 10.05. Section Headings .......................................................................... 30 SECTION 10.06. Amendment or Termination .......................................................... 30 SECTION 10.07. Execution ...................................................................................... 31 SECTION 10.08. Third-Party Beneficiary ................................................................ 31 EXHIBIT A Description of the Facilities............................................................................... A-1 EXHIBIT B Base Rental Payment Schedule ......................................................................... B-1 EXHIBIT C Lease Terms....................................................................................................... C-1 EXHIBIT D Capital Projects .................................................................................................. D-1 EXHIBIT E Form of Budget Certificate .................................................................................E-1 EXHIBIT F Form of Insurance Certificate ............................................................................. F-1 February 14, 2017 Contra Costa County Board of Supervisors 171 1 FACILITIES LEASE This Facilities Lease, dated as of [March] 1, 2017, by and between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the “Authority”), a joint exercise powers authority duly organized and existing under and by virtue of the laws of the State of California, as sublessor, and the COUNTY OF CONTRA COSTA (the “County”), a body corporate and politic and a political subdivision of the State of California, as sublessee; W I T N E S S E T H: WHEREAS, the Authority, at the request of the County, is refunding all of its outstanding Lease Revenue Bonds (Refunding and Various Capital Projects), 2007 Series A (the “2007 Series A Bonds”), Lease Revenue Bonds (Medical Center Refunding), 2007 Series B (the “2007 Series B Bonds” and, together with the 2007 Series A Bonds, the “2007 Refunded Bonds”), and its Lease Revenue Bonds (Capital Projects Program), 2009 Series A (the “2009 Series A Bonds,” and together with the 2007 Refunded Bonds, the “Refunded Bonds”); WHEREAS, the County has determined to finance and refinance the construction, renovation and acquisition of various capital projects of the County as set forth in Exhibit D hereto, as the same may be changed from time to time (the “Capital Projects”); WHEREAS, the Authority intends to assist the County in financing and refinancing the Capital Projects and refunding the Refunded Bonds by issuing the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A (the “Bonds”), pursuant to the Trust Agreement dated as of March 1, 2017 (as amended, supplemented, modified or restated from time to time, the “Trust Agreement”), by and between the Authority and Wells Fargo Bank, National Association, as trustee; WHEREAS, the County will lease to the Authority certain capital assets of the County (as further defined herein, the “Facilities”) pursuant to a Site Lease, dated as of [March] 1, 2017 (as amended, supplemented, modified or restated from time to time, the “Site Lease”), between County and the Authority; WHEREAS, the County will lease back the Facilities from the Authority pursuant to the terms of this Facilities Lease; and WHEREAS, under this Facilities Lease, the County will be obligated to make Base Rental Payments and Additional Payments (each as defined herein) to the Authority for the lease of the Facilities and such other facilities as may from time to time be leased hereunder; WHEREAS, the Authority has assigned the Base Rental Payments and the Additional Payments to be made hereunder to the Trustee pursuant to the Trust Agreement for purposes of payment of the Bonds and all obligations due and owing the Purchaser or any Bondholder under the Continuing Covenant Agreement dated as of [March] 1, 2017 (the “Continuing Covenant Agreement”), among the County, the Authority and Wells Fargo Bank, National Association, as initial purchaser of the Bonds; February 14, 2017 Contra Costa County Board of Supervisors 172 4828-6206-0864.4 2 NOW, THEREFORE, in consideration of the mutual covenants herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Facilities Lease, have the meanings herein specified, which meanings shall be equally applicable to both the singular and plural forms of any of the terms herein defined. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement. “Additional Payments” means all amounts payable to the Authority, the Purchaser or the Trustee or any other person from the County as Additional Payments pursuant to Section 3.02 hereof. “Architects” means the architects, engineers or designers of the Capital Projects or any portion thereof, and any successor or successors to any thereof. “Authority” means the County of Contra Costa Public Financing Authority, acting as sublessor hereunder and any surviving, resulting or transferee entity. “Base Rental” and “Base Rental Payments” means all amounts payable to the Authority from the County as Base Rental Payments pursuant to Section 3.01 hereof. “Base Rental Payment Schedule” means the schedule of Base Rental Payments payable to the Authority from the County pursuant to Section 3.01 hereof and attached hereto as Exhibit B. “Bonds” has the meaning set forth in the recitals. “Capital Projects” means the various public capital improvements and projects, including, but not limited to the acquisition, installation, implementation and construction of the 2017 Project, as set forth in Exhibit D hereto, as the same may be amended from time to time by a Certificate of the County delivered to the Trustee, to be financed or refinanced by a portion of the proceeds of the Bonds. “Code” means the Internal Revenue Code of 1986, as the same shall be hereafter amended, and any regulations heretofore issued or which shall be hereafter issued by the United States Department of the Treasury thereunder. “Continuing Covenant Agreement” means the Continuing Covenant Agreement dated as of [March] 1, 2017, among the County, the Authority and the Purchaser, as it may from time to time be amended, supplemented, modified or restated pursuant to the provisions thereof. “Contractors” means the construction contractor for any portion of the Capital Projects and any successor or successors to any thereof. February 14, 2017 Contra Costa County Board of Supervisors 173 4828-6206-0864.4 3 “County” means the County of Contra Costa, California, a body corporate and politic and a political subdivision of the State of California. “Default Rate” has the meaning set forth in the Continuing Covenant Agreement. “Event of Default” shall have the meaning specified in Section 6.01 hereof. “Facilities” shall mean the real property and the improvements thereon as described in Exhibit A hereto, or any County buildings, other improvements and facilities, added thereto or substituted therefor, or any portion thereof, in accordance with this Facilities Lease and the Trust Agreement. “Facilities Lease” means this Facilities Lease, as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof and of the Trust Agreement. “Insurance Consultant” means an individual or firm retained by the County as an independent insurance consultant, with experience in the field of risk management. “Net Proceeds” means amounts derived from any policy of casualty insurance or title insurance with respect to the Facilities, or the proceeds of any taking of the Facilities or any portion thereof in eminent domain proceedings (including sale under threat of such proceedings), to the extent remaining after payment therefrom of all expenses incurred in the collection and administration thereof. “Purchaser” has the meaning set forth in the Continuing Covenant Agreement. “Refunded Bonds” means (i) the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 2007 Series A, (ii) the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Medical Center Refunding), 2007 Series B and (iii) the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects Program), 2009 Series A. The 2007 Series A Bonds and the 2007 Series B Bonds were issued pursuant to a trust agreement, dated as of February 1, 1999 (the “1999 Trust Agreement”), as supplemented and amended, by and between the Authority and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and the 2009 Series A Bonds were issued pursuant to a trust agreement, dated as of June 1, 2009 (the “2009 Trust Agreement”), by and between the Authority and the Trustee. “Rental Payment Period” means the twelve month period commencing June 1 of each year and ending the following May 31, and the initial period commencing on the effective date hereof and ending the following May 31. “Taxable Rate” means, for each day from and after the T axable Date, the product of (i) the interest rate on interest component of Base Rental Payments for such day and (ii) 1.54. [“Taxable Rate Factor” means, for each day that the Taxable Rate is determined, the quotient of (i) one divided by (ii) one minus the Maximum Federal Corporate Tax Rate in effect as of such day, rounded upward to the second decimal place.] February 14, 2017 Contra Costa County Board of Supervisors 174 4828-6206-0864.4 4 “Trust Agreement” means the Trust Agreement, dated as of [March] 1, 2017, by and between the Trustee and the Authority and acknowledged by the County, as originally executed or as it may from time to time be supplemented, modified or amended by a Supplemental Trust Agreement entered into pursuant to the provisions thereof. “2017 Project” means the: (i) improvements to the Contra Costa Regional Medical Center, located at 2500 Alhambra Avenue in the City of Martinez; (ii) expansion and improvements to the Pittsburg Health Center, located at 2311 Loveridge Road in the City of Pittsburg; (iii) improvements to the Contra Costa Health Services, located at 595 Center Avenue and 597 Center Avenue in the City of Martinez; and (iv) improvements to the Women, Infant & Children Building, located at 13601 San Pablo Avenue in the City of San Pablo, and payment of any costs associated with financing of said projects, as set forth in Exhibit D hereto, as the same may be changed from time to time, in accordance with Section 3.07 hereof, by a Certificate of the County delivered to the Trustee. ARTICLE II LEASE OF FACILITIES; TERM SECTION 2.01. Lease of Facilities. The Authority hereby leases to the County and the County hereby leases from the Authority the Facilities, subject, however, to all easements, encumbrances, and restrictions that exist at the time of the commencement of the term of this Facilities Lease, as defined in Section 2.02 hereof. The County hereby agrees and covenants during the term of this Facilities Lease that, except as hereinafter provided, it will use the Facilities for public and County purposes so as to afford the public the benefits contemplated by this Facilities Lease. SECTION 2.02. Term; Occupancy; and Release of Existing Facilities. The term of this Facilities Lease shall commence on the date of recordation of this Facilities Lease in the office of the County Recorder of Contra Costa County, State of California, or on [March 3], 2017, whichever is earlier, and shall end for the respective Facilities on the dates specified in Exhibit C hereto, unless such term is extended or sooner terminated as hereinafter provided. If on such dates, the Base Rental Payments and Additional Payments attributable to the related Facility and all other amounts then due hereunder with respect to such Facility, or any amount remains due and owing with respect to the Bonds or under the Continuing Covenant Agreement, shall not be fully paid, or if the rental payable hereunder with respect to such Facility shall have been abated at any time and for any reason, then the term of this Facilities Lease with respect to such Facility shall be extended until the Base Rental Payments and Additional Payments attributable to such Facility and all other amounts then due hereunder with respect to such Facility shall be fully paid, except that the term of this Facilities Lease as to the respective Facility shall in no event be extended beyond ten (10) years after the date identified with respect thereto. If prior to such date, all Base Rental Payments and all Additional Payments attributable to the related Facility and all other amounts then due hereunder with respect to such Facility, and all amounts due and owing with respect to the Bonds and under the Continuing Covenant Agreement, shall be fully paid, or provision therefor made, the term of this Facilities Lease with respect to such Facility shall end ten (10) days thereafter or upon written notice by the County to the Authority, whichever is earlier; [provided that with respect to any provision for payment being made whether by February 14, 2017 Contra Costa County Board of Supervisors 175 4828-6206-0864.4 5 defeasance or otherwise, this Facilities Lease shall remain outstanding for federal tax purposes until the actual payment in full of all principal and interest on the Bonds.] Upon the expiration of the term of this Facilities Lease with respect to a particular Facility pursuant to the preceding paragraph, the respective Facility shall be released from this Facilities Lease without compliance with the release requirements set forth in Section 2.03 [below; provided that no Facility shall be released from this Facilities Lease (i) if, after giving effect to the release of such Facility, a Default or Event of Default would occur hereunder, under the Trust Agreement or under the Continuing Covenant Agreement, (ii) unless the County has delivered a certificate to the Purchaser and the Trustee demonstrating that the fair rental value of the remaining Facilities for each Base Rental Period is at least equal to the maximum Lease Payments to be made under the Facilities Lease in each such Rental Payment Period, (iii) if any material litigation or environmental issues exist with respect to the remaining Facilities and (iv) if any event giving rise to an abatement of Base Rental Payments shall have occurred and be continuing.] SECTION 2.03. Substitution; Release; Addition of Property. The County and the Authority may add, substitute or release real property as part of the Facilities, but only after the County shall have filed with the Authority and the Trustee and the Purchaser all of the following: (a) Executed copies of the Facilities Lease or amendments thereto containing the amended description of the Facilities. (b) A Certificate of the County with copies of the Facilities Lease or the Site Lease, if needed, or amendments thereto containing the amended description of the Facilities stating that such documents have been duly recorded in the official records of the County Recorder of the County. (c) A Certificate of the County, supported by expert knowledge (which may be that of the Real Estate Manager of the County) or construction cost information evidencing that the fair market value or the insured value of the Facilities that will constitute the Facilities after such addition, substitution or release will be at least equal to the aggregate outstanding principal amount of the Base Rental Payments and the amount of any Additional Payments then determinable after such addition, substitution or release, and that the annual fair rental value of the Facilities after such addition, substitution or release will be at least equal to the maximum annual Base Rental Payments coming due and payable hereunder after such addition, substitution or release, and that the useful life of such Facilities will at least extend to the final Base Rental Payment date. (d) In connection with any addition or substitution of property, a leasehold owner’s title insurance policy or policies or a commitment for such policy or policies or an amendment or endorsement to an existing title insurance policy or policies subject only to Permitted Encumbrances resulting in title insurance with respect to the Facilities after such addition or substitution in an amount at least equal to the aggregate principal amount of Bonds Outstanding at the time of substitution or addition of Facilities. February 14, 2017 Contra Costa County Board of Supervisors 176 4828-6206-0864.4 6 (e) A Certificate of the County stating that (i) such addition, substitution or release does not adversely affect the County’s use and occupancy of the Facilities (as such term will be defined following the addition, substitution or release) and (ii) no Default or Event of Default has occurred and is continuing hereunder, under the Trust Agreement or under the Continuing Covenant Agreement. (f) In connection with any substitution or release of property, (i) a Certificate of the County stating that the substitution or release will not cause the County to violate its covenants, representations and warranties hereunder, under the Trust Agreement or the Continuing Covenant Agreement and (ii) the prior written consent of the Purchaser to such substitution or release of property and (iii) an appraisal or other written documentation prepared by a mutually agreeable third party that establishes that the fair market value of the property which remains subject to the Facilities Lease and the Site Lease following such substitution or release is at least equal to the aggregate outstanding principal amount of the Base Rental Payments and Additional Payments which are determinable, and the fair rental value of the Facilities which remains subject to this Facilities Lease and the Site Lease following such removal is at least equal to the Base Rental Payments and the amount of any Additional Payments then determinable thereafter coming due and payable under the Facilities Lease, (iv) no Default or Event of Default shall have occurred and be continuing hereunder, under the Trust Agreement or under the Continuing Covenant Agreement and (v) no event giving rise to an abatement of Base Rental Payments shall have occurred or be continuing with respect to this Facilities Lease or any Facility. (g) In connection with any substitution of property, a Certificate of the County stating that the Facility to be added is of approximately the same or greater degree of essentiality to the County as the Facility being replaced. (h) In connection with the addition of property, a Certificate of the County stating that the Facility to be added is an essential facility of the County. (i) An Opinion of Counsel stating that such amendment or modification of the Site Lease and the Facilities Lease and the substitution, release or addition of property (i) complies with the terms of the Constitution and laws of the State and of the Trust Agreement and this Facilities Lease; (ii) will, upon the execution and delivery thereof, be valid and binding upon the Authority and the County; and (iii) will not cause the interest on the Bonds to be included in gross income for federal income tax purposes. (j) The Purchaser shall have received environmental questionnaires, surveys and/or studies with respect to substitution or addition of property, and other documents that the Purchaser may reasonably require; provided, however, that if the environmental studies have recommended that remedial action be taken with respect to the substitute or additional property so that it will be in compliance with applicable environmental laws, the Authority, at the direction of the Purchaser, does not have an obligation or duty to accept the substitute or additional property until such time as the remedial action has been completed and the Purchaser has received assurances to its satisfaction that the substitute or additional property is in compliance with applicable environmental laws. February 14, 2017 Contra Costa County Board of Supervisors 177 4828-6206-0864.4 7 (k) The Purchaser shall have received confirmation that the substitute or additional property is not located in a 100 year flood area as shown on a Flood Insurance Rate Map published by the Federal Emergency Management Agency. ARTICLE III RENTAL PAYMENTS; USE OF PROCEEDS SECTION 3.01. Base Rental Payments. The County agrees to pay to the Authority, as Base Rental Payments for the use and occupancy of the Facilities (subject to the provisions of Sections 3.04, 3.06 and 7.01 of this Facilities Lease) annual rental payments with principal and interest components, the interest components being payable semi-annually, in accordance with the Base Rental Payment Schedule attached hereto as Exhibit B and made a part hereof. The County is hereby directed to pay all such Base Rental Payments directly to the Trustee for application as provided in the Trust Agreement. Base Rental Payments shall be calculated on an annual basis, for each Rental Payment Period, and each annual Base Rental shall be divided into two interest components, due on December 1 and June 1, and one principal component, due on June 1, except that the first Rental Payment Period commences on the date of recordation of this Facilities Lease and ends on May 31, 20[17]. Each Base Rental Payment installment shall be payable on the third Business Day immediately preceding its due date. The interest components of the Base Rental Payments shall be paid by the County as and constitute interest paid on the principal components of the Base Rental Payments to be paid by the County hereunder , computed on the basis of a 360-day year composed of twelve 30-day months. Each annual payment of Base Rental (to be payable in installments as aforesaid) shall be for the use of the Facilities. If the term of this Facilities Lease shall have been extended pursuant to Section 2.02 hereof, Base Rental Payment installments shall continue to be due on December 1 and June 1 in each year, and payable prior thereto as hereinabove described, continuing to and including the date of termination of this Facilities Lease. Upon such extension of this Facilities Lease, the Purchaser shall deliver to the Trustee and the County a Certificate satisfactory to the County setting forth the extended rental payment schedule, which schedule shall establish the principal and interest components of the Base Rental Payments so that the principal components will in the aggregate be sufficient to pay all unpaid principal components with interest components sufficient to pay all unpaid interest components plus interest. If at any time the Base Rental shall not have been paid by the County when due, for any reason whatsoever, and no other source of funds shall have been available to make the payments of principal and interest on the Bonds, the principal and interest components of the Base Rental shall be recalculated by the Purchaser in a manner satisfactory to the County to reflect interest on the unpaid Base Rental Payments at the Default Rate. Upon request by the Authority or the Trustee, a revised Exhibit B to this Facilities Lease in form and substance satisfactory to the County shall be prepared by the Purchaser and supplied to the Authority, the County and the Trustee reflecting such recalculation. SECTION 3.02. Additional Payments. The County shall also pay such amounts as shall be required by the Authority or the Purchaser, as applicable, for the payment of all costs February 14, 2017 Contra Costa County Board of Supervisors 178 4828-6206-0864.4 8 and expenses incurred by the Authority or the Purchaser in connection with the execution, performance or enforcement by the Authority or the County, as applicable, of this Facilities Lease, or any pledge of Base Rental payable hereunder, the Trust Agreement, the Continuing Covenant Agreement (to the extent not otherwise payable from Revenues), its interest in the Facilities and the lease of the Facilities to the County, including but not limited to payment of all fees, costs and expenses and all administrative costs of the Authority related to the Facilities, including, without limiting the generality of the foregoing, salaries and wages of employees, all expenses, compensation and indemnification of the Trustee payable by the Authority under the Trust Agreement, fees of auditors, accountants, attorneys or architects, and all other necessary administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Bonds or of the Trust Agreement and all obligations due and owing the Purchaser or any other Bondholder under the Continuing Covenant Agreement[; but not including any Additional Payments amounts required to pay the principal of or interest on the Bonds.] Such Additional Payments shall be billed to the County by the Authority, the Purchaser or such other applicable Bondholder or the Trustee from time to time, together, if applicable, with a statement certifying that the amount billed has been paid by the Authority or by the Trustee on behalf of the Authority, for one or more of the items above described, or that such amount is then payable by the County, the Authority or the Trustee for such items. Amounts so billed shall be paid by the County to the billing party within 30 days after receipt of the bill by the County. The County reserves the right to audit billings for Additional Payments although exercise of such right shall in no way affect the duty of the County to make full and timely payment for all Additional Payments. The Authority has issued and may in the future issue bonds and has entered into and may in the future enter into leases to finance capital improvements other than the Capital Project. The administrative costs of the Authority shall be allocated among the facilities subject to such other lease agreements and the Facilities, as hereinafter in this paragraph provided. The fees of the Trustee under the Trust Agreement, and any other expenses directly attributable to the Facilities shall be included in the Additional Payments payable hereunder. The fees of any trustee or paying agent under any indenture securing bonds of the Authority or any trust agreement other than the Trust Agreement, and any other expenses directly attributable to any facilities other than the Facilities, shall not be included in the administrative costs of the Facilities and shall not be paid from the Additional Payments payable hereunder. Any expenses of the Authority not directly attributable to any particular lease of the Authority shall be equitably allocated among all such leases, including this Facilities Lease, in accordance with sound accounting practice. In the event of any question or dispute as to such allocation, the written opinion of an independent firm of certified public accountants, employed by the Authority to consider the question and render an opinion thereon, shall be a final and conclusive determination as to such allocation. The Trustee may conclusively rely upon the Written Request of the Authority, with the approval of the County Administrator or the County Finance Director, or a duly authorized representative of the County, endorsed thereon, in making any determination that costs are payable as Additional Payments hereunder, and shall not be required to make any investigation as to whether or not the items so requested to be paid are expenses related to the lease of the Facilities. February 14, 2017 Contra Costa County Board of Supervisors 179 4828-6206-0864.4 9 [Other than the principal and interest on the Bonds payable from Base Rental Payments hereunder, the amounts payable to the Purchaser and the other Bondholders under the Continuing Covenant Agreement constitute Additional Payments under this Section 3.02 that the County shall pay to the Authority or the Trustee for payment to the Purchaser or to the Purchaser directly at the time and in the amounts due pursuant to the Continuing Covenant Agreement.] SECTION 3.03. Fair Rental Value. The payments of Base Rental Payments and Additional Payments for each Rental Payment Period during the term of this Facilities Lease shall constitute the total rental for said Rental Payment Period and shall be paid by the County in each Rental Payment Period for and in consideration of the right of use and occupancy of, and continued quiet use and enjoyment of, the Facilities during each such Rental Payment Period for which said rental is to be paid. The parties hereto have agreed and determined that such total rental payable for each Rental Payment Period does not exceed the fair rental value of the Facilities for each such period. In making such determination, consideration has been given to the value of the Facilities, costs of acquisition, design, construction and financing of the Facilities, other obligations of the parties under this Facilities Lease, the uses and purposes which may be served by the Facilities and the benefits therefrom which will accrue to the County and the general public. SECTION 3.04. Payment Provisions. Each installment of rental payable hereunder shall be paid in lawful money of the United States of America in immediately available funds to the Trustee or as otherwise designated by the Purchaser. Any such installment of Base Rental Payments or Additional Payments accruing hereunder which shall not be paid when due and payable under the terms of this Facilities Lease shall bear interest at the Default Rate or such lesser rate of interest as may be permitted by law, from the date when the same is due hereunder until the same shall be paid. Notwithstanding any dispute between the Authority and the County, the County shall make all Base Rental Payments and Additional Payments when due without deduction or offset of any kind and shall not withhold any Base Rental Payments or Additional Payments pending the final resolution of such dispute. In the event of a determination that the County was not liable for said Base Rental Payments and Additional Payments or any portion thereof, said payments or excess of payments, as the case may be, shall be credited against subsequent rental payments due hereunder or refunded at the time of such determination. Amounts required to be paid by the County to the Purchaser pursuant to this Section on any date shall be reduced to the extent that amounts on deposit in the Revenue Fund, the Interest Account or the Principal Account are available therefor. The interest component of Base Rental Payments shall initially be calculated based upon the Interest Rate and thereafter shall automatically and immediately be adjusted from time to time (and Exhibit B hereto shall be revised by the Purchaser or deemed to be revised to correspond with such adjustments) as follows: (i) from and after any Taxable Date, the interest component of Base Rental Payments shall automatically and immediately be increased to bear interest at the Taxable Rate (which interest component may be further increased to account for the Default Rate upon an Event of Default); and (ii) upon the occurrence of an Event of Default, the interest component of Base Rental Payments shall automatically and immediately be increased to February 14, 2017 Contra Costa County Board of Supervisors 180 4828-6206-0864.4 10 bear interest at equal the Default Rate (which interest component may be further increased to account for the Taxable Rate from and after any Taxable Date). If any rental payment date or other date specified herein for payment of any Base Rental Payment hereunder shall not be a Business Day, such payment may made on the next succeeding Business Day but interest shall continue to accrue on such amount until the payment in full of such amount. With respect to any adjustments to the interest component of Base Rental Payment provided for in this Section 3.04, the Purchaser may provide a revised Exhibit B to reflect the new interest component based on the adjustments to the applicable interest rate. Notwithstanding the foregoing, all increases to the interest component described in this Section 3.04 shall immediately and automatically become effective regardless of whether any such revision to Exhibit B is provided by the Purchaser. All payments received shall be applied first to the interest components of the Base Rental Payments due hereunder, then to the principal components of the Base Rental Payments due hereunder and thereafter to all Additional Payments due hereunder, but no such application of any payments which are less than the total rental due and owing shall be deemed a waiver of any default hereunder. Rental is subject to abatement as provided in Section 3.06. Nothing contained in this Facilities Lease shall prevent the County from making from time to time contributions or advances to the Authority for any purpose now or hereafter authorized by law, including the making of repairs to, or the restoration of, the Facilities in the event of damage to or the destruction of the Facilities. SECTION 3.05. Appropriations Covenant. The County covenants to take such action as may be necessary to include all such Base Rental Payments and Additional Payments due hereunder in its annual budgets, to make necessary annual appropriations for all such Base Rental Payments and Additional Payments as shall be required to provide funds in such year for such Base Rental Payments and Additional Payments. The County will deliver to the Authority, the Purchaser and the Trustee within sixty (60) days of adoption of the final County budget a Certificate of the County (in the form set forth in Exhibit E attached hereto) stating that the budget as adopted appropriates all moneys necessary for the payment of Base Rental Payments and Additional Payments hereunder. The covenants on the part of the County herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the County to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the County to carry out and perform the covenants and agreements in this Facilities Lease agreed to be carried out and performed by the County. The County covenants that in the event that any rentals paid by the County hereunder are insufficient to pay when due any Base Lease Rentals or Additional Rentals payable hereunder (including any amounts due under the Continuing Covenant Agreement), the County shall take February 14, 2017 Contra Costa County Board of Supervisors 181 4828-6206-0864.4 11 all actions as are necessary to budget and appropriate all such Base Rental Payments and Additional Payments (including amounts due under the Continuing Covenant Agreement) in a supplemental or amendatory budget, in order to make all necessary additional appropriations to pay all such amounts when due. The covenants on the part of the County herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the County to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the County to carry out and perform the covenants and agreements in this Facilities Lease agreed to be carried out and performed by the County The Authority and the County understand and intend that the obligation of the County to pay Base Rental Payments and Additional Payments hereunder shall constitute a current expense of the County and shall not in any way be construed to be a debt of the County in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by the County, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or moneys of the County. Base Rental Payments and Additional Payments due hereunder shall be payable only from current funds which are budgeted and appropriated or otherwise legally available for the purpose of paying Base Rental Payments and Additional Payments or other payments due hereunder as consideration for use of the Facilities. [This Facilities Lease shall not create an immediate indebtedness for any aggregate payments which may become due hereunder in the event that the term of the Facilities Lease is continued.] The County has not pledged the full faith and credit of the County, the State of California or any agency or department thereof to the payment of the Base Rental Payments and Additional Payments or any other payments due hereunder. SECTION 3.06. Rental Abatement. The Base Rental Payments and Additional Payments shall be abated during any period in which by reason of any damage or destruction (other than by condemnation which is hereinafter provided for) there is substantial interference with the use and occupancy of the Facilities by the County, to the extent the Base Rental Payments and Additional Payments exceed the fair rental value for the use and occupancy of that portion of the Facilities that has not been rendered unusable as reasonably determined by the County. Such abatement shall continue for the period commencing with such damage or destruction and ending with the substantial restoration of use or completion of the work of repair or reconstruction. In the event of any such damage or destruction, this Facilities Lease shall continue in full force and effect and the County waives any right to terminate this Facilities Lease by virtue of any such damage or destruction. Notwithstanding the foregoing, the Base Rental Payments are not subject to abatement to the extent that rental interruption insurance proceeds are available to pay Base Rental Payments which would otherwise be abated under this Section 3.06, it being hereby declared that such amounts constitute special funds for the payment of the Base Rental Payments. SECTION 3.07. Use of Proceeds. The parties hereto agree that the proceeds of the Bonds will be used to finance or refinance the Capital Projects, to refund the Refunded Bonds and to pay the costs of issuing the Bonds and incidental and related expenses. The County hereby agrees to construct the Capital Projects from the proceeds of the Bonds provided for such purpose to the County by the Authority in consideration for the February 14, 2017 Contra Costa County Board of Supervisors 182 4828-6206-0864.4 12 leasehold interest in the real property comprising the Facilities. The Authority and the County agree that the Capital Projects will be constructed in accordance with the plans and specifications prepared by the designers of the Capital Projects and approved by the County. The County may alter the 2017 Project or issue change orders altering the construction contract plans and specifications during the course of construction, and the Authority agrees to cooperate fully with the County to cause such alterations or change orders to be implemented. Failure of the County to complete the 2017 Project shall not cause an abatement of Base Rental or Additional Payments hereunder. SECTION 3.08. Net Proceeds. If any of the Facilities are taken in eminent domain proceedings at any time during the term of this Facilities Lease, or if any of the Facilities are damaged due to an insured casualty which is covered by insurance, the County shall as soon as practicable after such event, with the prior written consent of the Purchaser, apply the Net Proceeds resulting therefrom to one of the following: (a) repair and restore such Facilities to full use in accordance with the provisions of the Trust Agreement; (b) replace such Facilities, [at the County’s sole cost and expense,] with property of equal or greater value to such Facilities immediately prior to the time of such destruction or damage, such replacement Facilities to be subject to Section 2.03 hereof, whereupon such replacement shall be substituted in this Facilities Lease; (c) substitute additional property as provided in Section 2.03; or (d) prepay the Base Rental Payments and as Additional Rental any amounts due and owing under the Continuing Covenant Agreement, including without limitation, any Breakage Fee under and as defined in the Continuing Covenant Agreement in accordance with Section 7.02. The County will notify the Authority and the Purchaser of which course of action it has elected to take within a reasonable time not to exceed 60 days after the occurrence of such eminent domain proceedings or such destruction or damage. Such repair, replacement, substitution or prepayment shall commence not later than 60 days after the occurrence of such taking, destruction or damage and be pursued diligently to completion. The Authority may (but is not required to) in its own name or in the County’s name execute and deliver proofs of claim, receive all such moneys, endorse checks and other instruments representing payment of such moneys, and adjust, litigate, compromise or release any claim against the issuer of any such policy, and the County hereby grants to the Authority a power of attorney coupled with an interest to accomplish all or any of the foregoing. Notwithstanding anything in this Section 3.08 to the contrary, the Purchaser shall grant its consent to the repair and restoration or replacement of the Facilities to full use if the County shall demonstrate to the reasonable satisfaction of the Purchaser that the Net Proceeds, together with any other lawfully available funds of the County to be used for such repair and restoration, are sufficient to pay for the costs of such repair and restoration in full. February 14, 2017 Contra Costa County Board of Supervisors 183 4828-6206-0864.4 13 ARTICLE IV MAINTENANCE; ALTERATIONS AND ADDITIONS SECTION 4.01. Maintenance and Utilities. During such time as the County is in possession of the Facilities, all maintenance and repair, both ordinary and extraordinary, of the Facilities shall be the responsibility of the County, which shall at all times maintain or otherwise arrange for the maintenance of the Facilities in first class condition, and the County shall pay for or otherwise arrange for the payment of all utility services supplied to the Facilities, which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, ventilation, air conditioning, water and all other utility services, and shall pay for or otherwise arrange for payment of the cost of the repair and replacement of the Facilities resulting from ordinary wear and tear or want of care on the part of the County or any assignee or sublessee thereof or any other cause and shall pay for or otherwise arrange for the payment of all insurance policies required to be maintained with respect to the Facilities. In exchange for the rental herein provided, the Authority agrees to provide only the Facilities. SECTION 4.02. Changes to the Facilities. Subject to Section 8.02 hereof, the County shall, at its own expense, have the right to remodel the Facilities or to make additions, modifications and improvements to the Facilities. All such additions, modifications and improvements shall thereafter comprise part of the Facilities and be subject to the provisions of this Facilities Lease. Such additions, modifications and improvements shall not in any way damage the Facilities or cause them to be used for purposes other than those authorized under the provisions of state and federal law; and the Facilities, upon completion of any additions, modifications and improvements made pursuant to this Section, shall be of a value which is at least equal to the value of the Facilities immediately prior to the making of such additions, modifications and improvements and the fair rental value of the Facilities in the then current and all succeeding Rental Payment Periods will not be less than Base Rental Payments and Additional Payments due in any such Rental Payment Period. SECTION 4.03. Installation of County’s Equipment. The County and any sublessee may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed other items of equipment or other personal property in or upon the Facilities. All such items shall remain the sole property of such party, in which neither the Authority nor the Trustee shall have any interest, and may be modified or removed by such party at any time provided that such party shall repair and restore any and all damage to the Facilities resulting from the installation, modification or removal of any such items. Nothing in this Facilities Lease shall prevent the County from purchasing items to be installed pursuant to this Section under a conditional sale or lease purchase contract, or subject to a vendor’s lien or security agreement as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Facilities. February 14, 2017 Contra Costa County Board of Supervisors 184 4828-6206-0864.4 14 ARTICLE V INSURANCE SECTION 5.01. Fire and Extended Coverage Insurance. The County shall procure or cause to be procured and maintain or cause to be maintained, throughout the term of this Facilities Lease, insurance against loss or damage to any structures constituting any part of the Facilities by fire and lightning, with extended coverage insurance, vandalism and malicious mischief insurance and sprinkler system leakage insurance and earthquake insurance, if available on the open market from reputable insurance companies at a reasonable cost. Said extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, flood, riot and riot attending a strike, aircraft, vehicle damage, hail, smoke and such other hazards as are normally covered by such insurance, including earthquake coverage if such coverage is available at commercially reasonable cost from a reputable insurer in the reasonable determination of the County. Such insurance shall be in an amount equal to the replacement cost (without deduction for depreciation) of all structures constituting any part of the Facilities, excluding the cost of excavations, of grading and filling, and of the land (except that such insurance may be subject to deductible clauses for any one loss of not to exceed $250,000 or comparable amount adjusted for inflation or more in the case of earthquake insurance), or, in the alternative, shall be in an amount and in a form sufficient (together with moneys held under the Trust Agreement), in the event of total or partial loss, to enable the County to prepay all or any part of the Base Rental Payments then unpaid, pursuant to Section 7.02 hereof and to redeem outstanding Bonds. If at any time and for so long as any part of the Facilities is located in a 100 year flood area as shown on a Flood Insurance Rate Map published by the Federal Emergency Management Agency, the policy or policies of casualty insurance provided under this Section 5.01 shall include insurance against loss or damage to the Facilities due to flooding. If the County obtains an exception or waiver from Federal Emergency Management Agency to the designation of the Facilities as being within a 100 year flood area, the County shall not be required to provide such flood insurance. The Authority and the County shall promptly apply for Federal disaster aid or State of California disaster aid in the event that the Facilities are damaged or destroyed as a result of an earthquake occurring at any time. As an alternative to providing the insurance required by the first paragraph of this Section, or any portion thereof, the County, may provide a self insurance method or plan of protection if and to the extent such self insurance method or plan of protection shall afford reasonable coverage for the risks required to be insured against, in light of all circumstances, giving consideration to cost, availability and similar plans or methods of protection adopted by public entities in the State of California other than the County. So long as such method or plan is being provided to satisfy the requirements of this Facilities Lease, The County shall provide the Purchaser, the Authority and the Trustee with a Certificate of the County setting forth the details of such self insurance method or plan maintained by the County and such self insurance method or plan shall comply with the following terms: February 14, 2017 Contra Costa County Board of Supervisors 185 4828-6206-0864.4 15 (i) the self insurance program shall be approved by an Insurance Consultant or other qualified person (which may be the Risk Manager of the County); (ii) the self insurance program shall include an actuarially sound claims reserve fund out of which each self insured claim and any deductible amount required under any insurance policy provided pursuant to this Section 5.01 shall be paid; (iii) there shall be filed annually with the Trustee, the Authority and the Purchaser a statement of an actuary, insurance consultantthe Insurance Consultant or other qualified person (which may be the Risk Manager of the County), stating that, in the opinion of the signer, the substitute method or plan of protection is in accordance with the requirements of this Section and, when effective, would afford, the reserving methods and practices employed in establishing and maintaining the substitute method or plan are appropriate, and the substitute method or plan affords reasonable coverage for the risks required to be insured against. There; (iv) the claims reserve fund shall also be filed a Certificate of the County setting forth the details of such substitute method or plan. Inbe held in a separate fund by the County; (v) in the event of loss covered by any such self insurance method, the liability of the County hereunder shall be limited to the amounts in the self insurance reserve fund or funds created under such method the self insurance program shall be discontinued, then the County may not maintain deductibles in excess of the amounts described above.. SECTION 5.02. Liability Insurance. Except as hereinafter provided, the County shall procure or cause to be procured and maintain or cause to be maintained, throughout the term of this Facilities Lease, a standard comprehensive general liability insurance policy or policies in protection of the Authority and its members, directors, officers, agents and employees and the Trustee, indemnifying said parties against all direct or contingent loss or liability for damages for personal injury, death or property damage occasioned by reason of the operation of the Facilities, with minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in each accident or event, and in a minimum amount of $200,000 for damage to property resulting from each accident or event. Such public liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance carried by the County. As an alternative to providing the insurance required by the first paragraph of this Section, or any portion thereof, the County may provide a self insurance method or plan of protection if and to the extent such self insurance method or plan of protection shall afford reasonable protection to the Authority, its members, directors, officers, agents and employees and the Trustee, in light of all circumstances, giving consideration to cost, availability and similar plans or methods of protection adopted by public entities in the State of California other than the County. So long as such method or plan is being provided to satisfy the requirements of this Facilities Lease, The County shall provide the Purchaser, the Authority and the Trustee with a Certificate of the County setting forth the details of such self insurance method or plan maintained by the County and such self insurance method or plan shall comply with the following terms: February 14, 2017 Contra Costa County Board of Supervisors 186 4828-6206-0864.4 16 (i) the self insurance program shall be approved by an Insurance Consultant or other qualified person (which may be the Risk Manager of the County); (ii) the self insurance program shall include an actuarially sound claims reserve fund out of which each self insured claim and any deductible amount required under any insurance policy provided pursuant to this Section 5.02 shall be paid; (iii) there shall be filed annually with the Trustee, the Authority and the Purchaser a statement of an actuary, independent insurance consultant the Insurance Consultant or other qualified person (which may be the Risk Manager of the County), stating that, in the opinion of the signer, the substitute method or plan of protection is in accordance with the requirements of this Section and, when effective, would afford reasonable protection to the Authority, its members, directors, officers, agents and employees and the Trustee against loss and damage from the hazards and risks covered thereby. There shall also be filed a Certificate of the County setting forth the details of such, the reserving methods and practices employed in establishing and maintaining the substitute method or plan. are appropriate, and the substitute method or plan affords reasonable coverage for the risks required to be insured against; (iv) the claims reserve fund shall be held in a separate fund by the County; (v) in the event the self insurance program shall be discontinued, then the County may not maintain deductibles in excess of the amounts described above.. SECTION 5.03. Rental Interruption or Use and Occupancy Insurance. The County shall procure or cause to be procured and maintain or cause to be maintained, rental interruption or use and occupancy insurance to cover loss, total or partial, of the rental income from or the use of the Facilities as the result of any of the hazards covered by the insurance required by Section 5.01 hereof (provided with respect to earthquake insurance, only if available on the open market from reputable insurance companies at a reasonable cost, as determined by the County), in an amount at least equal to the maximum Base Rental Payments coming due and payable during any future 24 month period (determined by the County), except that such insurance may be subject to a deductible clause of not to exceed two hundred and fifty thousand dollars ($250,000) or a comparable amount adjusted for inflation (or more in the case of earthquake coverage), and with the additional exception that with respect to coverage for terrorism related loss, the period may be only one year, provided that the County use its best efforts to obtain such coverage for a period of at least two years assuming it is available on the open market from reputable insurance companies at a reasonable cost, as determined by the County. Any proceeds of such insurance shall be used by the Trustee to reimburse to the County any rental theretofore paid by the County under this Facilities Lease attributable to such structure for a period of time during which the payment of rental under this Facilities Lease is abated, and any proceeds of such insurance not so used shall be applied as provided in Section 3.01 (to the extent required for the payment of Base Rental) and in Section 3.02 (to the extent required for the payment of Additional Payments) and any remainder shall be treated as Revenue under the Trust Agreement. The County shall not be entitled to self-insure for rental interruption insurance. SECTION 5.04. Worker’s Compensation. The County shall also maintain worker’s compensation insurance issued by a responsible carrier authorized under the laws of the State of February 14, 2017 Contra Costa County Board of Supervisors 187 4828-6206-0864.4 17 California to insure its employees against liability for compensation under the Worker’s Compensation Insurance and Safety Act now in force in California, or any act hereafter enacted as an amendment or supplement thereto. As an alternative, such insurance may be maintained as part of or in conjunction with any other insurance carried by the County. Such insurance may be maintained by the County in the form of self-insurance. SECTION 5.05. Title Insurance. The County shall obtain, for the benefit of the Authority, upon the execution and delivery of this Facilities Lease, title insurance on the Facilities insuring (a) the fee interest of the County in Facilities, (b) the Authority’s leasehold estate in the Facilities under the Site Lease and (c) the County’s sub-leasehold estate hereunder in the Leased Property, naming the Trustee as the insured, with such endorsements as reasonably required by the Purchaser, in an amount equal to the aggregate principal amount of the Bonds, issued by a company of recognized standing duly authorized to issue the same, subject only to Permitted Encumbrances. SECTION 5.06. Insurance Proceeds; Form of Policies. All policies of insurance required by Sections 5.01 and 5.03 hereof shall name the County, the Authority, the Purchaser and the Trustee each as insured and shall contain a lender’s loss payable endorsement in favor of the Trustee and the Purchaser substantially in accordance with the form approved by the Insurance Services Office and the California Bankers Association. The Trustee shall, to the extent practicable, collect, adjust and receive all moneys which may become due and payable under any such policies, may compromise any and all claims thereunder and shall apply the proceeds of such insurance as provided in Sections 5.01 and 5.03. All policies of insurance required by this Facilities Lease shall provide that the Trustee and the Purchaser shall be given thirty (30) days notice of each expiration thereof or any intended cancellation thereof or reduction of the coverage provided thereby. The Trustee shall not be responsible for the sufficiency of any insurance herein required and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the County. The County shall pay when due the premiums for all insurance policies required by this Facilities Lease. SECTION 5.07. Annual Certificates. The County will deliver to the Authority, the Purchaser and the Trustee on or before September 15 in each year a written Certificate of an officer of the County (in the form set forth in Exhibit F attached hereto) stating whether such policies satisfy the requirements of this Facilities Lease, setting forth the insurance policies then in force pursuant to this Article, the names of the insurers which have issued the policies, the amounts thereof and the property and risks covered thereby, and, if any self-insurance program is being provided, the annual report of an actuary, independent insurance consultant or other qualified person containing the information required for such self-insurance program and described in Sections 5.01, 5.02 and 5.04. Delivery to the Trustee of the certificate under the provisions of this Section shall not confer responsibility upon the Trustee as to the sufficiency of coverage or amounts of such policies. If so requested in writing by the Trustee, the County shall also deliver to the Trustee certificates or duplicate originals or certified copies of each insurance policy described in such schedule. February 14, 2017 Contra Costa County Board of Supervisors 188 4828-6206-0864.4 18 Any policies of insurance provided by a commercial insurer to satisfy the requirements of Sections 5.01, 5.02 or 5.03 hereof shall be provided by a commercial insurer rated in one of the two highest rating categories by S&P and by Moody’s. ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. Defaults and Remedies. (a) If the County shall fail (i) to pay any Base Rental Payment or Additional Payments payable hereunder when the same becomes due, time being expressly declared to be of the essence of this Facilities Lease or fail to maintain any insurance specified in Article V or (ii) keep, observe or perform any other term, covenant or condition contained herein to be kept or performed by the County for a period of sixty (60) days after notice of the same has been given to the County by the Authority, the Purchaser or the Trustee or for such additional time as is reasonably required, in the sole discretion of the Authority, with the prior written approval of the Purchaser to correct the same, or upon the happening of any of the events specified in subsection (b) of this Section (any such case above being an “Event of Default”), the County shall be deemed to be in default hereunder and it shall be lawful for the Authority to exercise any and all remedies available pursuant to law or granted pursuant to this Facilities Lease. Upon any such default, the Authority or its assignee, with the written consent of the Purchaser, in addition to all other rights and remedies it may have at law, shall have the option to do any of the following: (1) To terminate this Facilities Lease in the manner hereinafter provided on account of default by the County, notwithstanding any re-entry or re-letting of the Facilities as hereinafter provided for in subparagraph (2) hereof, and to re-enter the Facilities and remove all persons in possession thereof and all personal property whatsoever situated upon the Facilities and place such personal property in storage in any warehouse or other suitable place located within the County of Contra Costa, California, at the expense of the County. In the event of such termination, the County agrees to surrender immediately possession of the Facilities, without let or hindrance, and to pay the Authority all damages recoverable at law that the Authority may incur by reason of default by the County, including, without limitation, any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon the Facilities and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. Neither notice to pay rent or to deliver up possession of the Facilities given pursuant to law nor any entry or re-entry by the Authority nor any proceeding in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Facilities nor the appointment of a receiver upon initiative of the Authority to protect the Authority’s interest under this Facilities Lease shall of itself operate to terminate this Facilities Lease, and no termination of this Facilities Lease on account of default by the County shall be or become effective by operation of law or acts of the parties hereto, or otherwise, unless and until the Authority shall have given written notice to the County of the election on the part of the Authority to terminate this Facilities Lease. The County covenants and agrees that no surrender of the Facilities or of the remainder of the term hereof or any termination of this Facilities Lease shall be valid in February 14, 2017 Contra Costa County Board of Supervisors 189 4828-6206-0864.4 19 any manner or for any purpose whatsoever unless stated or accepted by the Authority by such written notice. (2) Without terminating this Facilities Lease, (i) to collect each installment of rent as it becomes due and enforce any other terms or provision hereof to be kept or performed by the County, regardless of whether or not the County has abandoned the Facilities, or (ii) to exercise any and all rights of entry and re-entry upon the Facilities. In the event the Authority does not elect to terminate this Facilities Lease in the manner provided for in subparagraph (1) hereof, the County shall remain liable and agrees to keep or perform all covenants and conditions herein contained to be kept or performed by the County and, if the Facilities are not re-let, to pay the full amount of the rent to the end of the term of this Facilities Lease or, in the event that the Facilities are re- let, to pay any deficiency in rent that results therefrom; and further agrees to pay said rent and/or rent deficiency punctually at the same time and in the same manner as hereinabove provided for the payment of rent hereunder (without acceleration), notwithstanding the fact that the Authority may have received in previous years or may receive thereafter in subsequent years rental in excess of the rental herein specified, and notwithstanding any entry or re-entry by the Authority or suit in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such entry or re-entry or obtaining possession of the Facilities. Should the Authority elect to enter or re-enter as herein provided, the County hereby irrevocably appoints the Authority as the agent and attorney-in-fact of the County to re-let the Facilities, or any part thereof, from time to time, either in the Authority’s name or otherwise, upon such terms and conditions and for such use and period as the Authority may deem advisable, and to remove all persons in possession thereof and all personal property whatsoever situated upon the Facilities and to place such personal property in storage in any warehouse or other suitable place located in the County of Contra Costa, California, for, to the extent permitted by law, the account of and at the expense of the County, and the County, to the extent permitted by law, hereby exempts and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon and re-letting of the Facilities and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. The County agrees that the terms of this Facilities Lease constitute full and sufficient notice of the right of the Authority to re-let the Facilities and to do all other acts to maintain or preserve the Facilities as the Authority deems necessary or desirable in the event of such re-entry without effecting a surrender of this Facilities Lease, and further agrees that no acts of the Authority in effecting such re-letting shall constitute a surrender or termination of this Facilities Lease irrespective of the use or the term for which such re- letting is made or the terms and conditions of such re-letting, or otherwise, but that, on the contrary, in the event of such default by the County the right to terminate this Facilities Lease shall vest in the Authority to be effected in the sole and exclusive manner provided for in sub-paragraph (1) hereof The County further waives the right to any rental obtained by the Authority in excess of the rental herein specified and hereby conveys and releases such excess to the Authority as compensation to the Authority for its services in re-letting the Facilities or any part thereof The County further agrees, to the extent permitted by law, to pay the Authority the reasonable cost of any alterations or additions to the Facilities necessary to place the Facilities in condition for re-letting February 14, 2017 Contra Costa County Board of Supervisors 190 4828-6206-0864.4 20 immediately upon notice to the County of the completion and installation of such additions or alterations. The County hereby waives any and all claims for damages caused or which may be caused by the Authority in re-entering and taking possession of the Facilities as herein provided and all claims for damages that may result from the destruction of or injury to the Facilities and all claims for damages to or loss of any property belonging to the County, or any other person, that may be in or upon the Facilities. (b) If (1) the County’s interest in this Facilities Lease or any part thereof be assigned or transferred, either voluntarily or by operation of law or otherwise, without the written consent of the Authority, as hereinafter provided for, or (2) the County or any assignee shall file any petition or institute any proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby the County asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of the County’s debts or obligations, or offers to the County’s creditors to effect a composition or extension of time to pay the County’s debts or asks, seeks or prays for reorganization or to effect a plan of reorganization, or for a readjustment of the County’s debts, or for any other similar relief, or if any such petition or any such proceedings of the same or similar kind or character be filed or be instituted or taken against the County, or if a receiver of the business or of the property or assets of the County shall be appointed by any court, except a receiver appointed at the instance or request of the Authority, or if the County shall make a general or any assignment for the benefit of the County’s creditors, or (3) the County shall abandon or vacate the Facilities, (4) any representation or warranty made by the County herein proves to have been false, incorrect, misleading or breached in any material respect on the date when made, or (5) the County shall receive notice from the Purchaser that an “Event of Default” has occurred under the Continuing Covenant Agreement, then the County shall be deemed to be in default hereunder. (c) The Authority shall in no event be in default in the performance of any of its obligations hereunder or imposed by any statute or rule of law unless and until the Authority shall have failed to perform such obligations within sixty (60) days or such additional time as is reasonably required to correct any such default after notice by the County to the Authority properly specifying wherein the Authority has failed to perform any such obligation. In the event of default by the Authority, the County shall be entitled to pursue any remedy provided by law. (d) In addition to the other remedies set forth in this Section, upon the occurrence of an Event of Default, the Authority or its assignee, with the written consent of the Purchaser, shall be entitled to proceed to protect and enforce the rights vested in the Authority by this Facilities Lease or by law. The provisions of this Facilities Lease and the duties of the County and of its trustees, officers or employees shall be enforceable by the Authority or its assignee by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Without limiting the generality of the foregoing, the Authority or its assignee, with the written consent of the Purchaser, shall have the right to bring the following actions: February 14, 2017 Contra Costa County Board of Supervisors 191 4828-6206-0864.4 21 (1) Accounting. By action or suit in equity to require the County and its trustees, officers and employees and its assigns to account as the trustee of an express trust. (2) Injunction. By action or suit in equity to enjoin any acts or things which may be unlawful or in violation of the rights of the Authority. (3) Mandamus. By mandamus or other suit, action or proceeding at law or in equity to enforce the Authority’s rights against the County (and its board, officers and employees) and to compel the County to perform and carry out its duties and obligations under the law and its covenants and agreements with the County as provided herein. (4) Acceleration. To declare the Bonds due and payable and apply available funds in accordance with Section. 7.02 of the Trust Agreement. The exercise of any rights or remedies under this Facilities Lease shall not permit acceleration of Base Rental Payments. Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative and the single or partial exercise of any right, power or privilege hereunder shall not impair the right of the Authority to other or further exercise thereof or the exercise of any or all other rights, powers or privileges. The term “re-let” or “re-letting” as used in this Section shall include, but not be limited to, re-letting by means of the operation by the Authority of the Facilities. If any statute or rule of law validly shall limit the remedies given to the Authority hereunder, the Authority nevertheless shall be entitled to whatever remedies are allowable under any statute or rule of law. In the event the Authority or its assignee shall prevail in any action brought to enforce any of the terms and provisions of this Facilities Lease, the County agrees to pay a reasonable amount as and for attorney’s fees incurred by the Authority or its assignee in attempting to enforce any of the remedies available to the Authority hereunder, whether or not a lawsuit has been filed and whether or not any lawsuit culminates in a judgment. Notwithstanding anything herein to the contrary, the termination of this Facilities Lease by the Authority on account of a default by the County under this Section shall not effect or result in a termination of the lease of the Facilities by the County to the Authority pursuant to the Site Lease. SECTION 6.02. Waiver. Failure of the Authority or its assignee to take advantage of any default on the part of the County shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this instrument be construed to waive or to lessen the right of the Authority or its assignee to insist upon performance by the County of any term, covenant or condition hereof, or to exercise any rights given the Authority on account of such default. A waiver of a particular default shall not be deemed to be a waiver of the same or any subsequent default. The acceptance of rent hereunder shall not be, or be construed to be, a waiver of any term, covenant or condition of this Facilities Lease. February 14, 2017 Contra Costa County Board of Supervisors 192 4828-6206-0864.4 22 ARTICLE VII EMINENT DOMAIN; PREPAYMENT SECTION 7.01. Eminent Domain. If the whole of the Facilities or so much thereof as to render the remainder unusable for the purposes for which it was used by the County shall be taken under the power of eminent domain, the term of this Facilities Lease shall cease as of the day that possession shall be so taken. If less than the whole of the Facilities shall be taken under the power of eminent domain and the remainder is usable for the purposes for which it was used by the County at the time of such taking, then this Facilities Lease shall continue in full force and effect as to such remainder, and the parties waive the benefits of any law to the contrary, and in such event there shall be a partial abatement of the rental due hereunder in an amount equivalent to the amount by which the annual payments of principal and interest on the Outstanding Bonds will be reduced by the application of the award in eminent domain to the redemption of outstanding Bonds. So long as any of the Bonds shall be outstanding, any award made in eminent domain proceedings for taking the Facilities or any portion thereof shall be paid to the Trustee and applied to the prepayment of the Base Rental Payments as provided in Section 7.02 and to the payment of any amounts owing under the Continuing Covenant Agreement and any Additional Payments. Any such award made after all of the Base Rental Payments and Additional Payments and payment of any amounts owing under the Continuing Covenant Agreement have been fully paid, or provision therefor made, shall be paid to the to the County. SECTION 7.02. Prepayment. (a) The County shall prepay on any date from insurance (including proceeds of title insurance) and eminent domain proceeds, to the extent provided in Sections 3.08 and 7.01 hereof (provided, however, that in the event of partial damage to or destruction of the Facilities caused by perils covered by insurance, if in the judgment of the Authority and the Purchaser the insurance proceeds are sufficient to repair, reconstruct or replace the damaged or destroyed portion of the Facilities, such proceeds shall be held by the Trustee and used to repair, reconstruct or replace the damaged or destroyed portion of the Facilities, pursuant to the procedure set forth in Section 3.08 for proceeds of insurance), all or any part of Base Rental Payments then unpaid so that the aggregate annual amounts of Base Rental Payments which shall be payable after such prepayment date shall be as nearly proportional as practicable to the aggregate annual amounts of Base Rental Payments unpaid prior to the prepayment date (taking into account the reduction in Base Rental allocable to future interest on the Bonds that are redeemed), at a prepayment amount equal to the redemption payment of the maximum amount of Bonds, including the principal thereof and the interest thereon to the date of redemption, plus any applicable premium redeemable from such proceeds owing pursuant to the Trust Agreement or the Continuing Covenant Agreement, including without limitation, any Breakage Fee under and as defined in the Continuing Covenant Agreement. (b) The County may prepay, from any source of available funds, all or any portion of Base Rental Payments by depositing with the Trustee moneys or securities as provided in Article X of the Trust Agreement sufficient to defease Bonds corresponding to such Base Rental Payments when due; provided that the County furnishes the Trustee with an Opinion of Counsel that such deposit will not cause interest on the Bonds to be includable in gross income for federal income tax purposes. The County agrees that if following such prepayment the Facilities are damaged or destroyed or taken by eminent domain, it is not entitled to, and by such February 14, 2017 Contra Costa County Board of Supervisors 193 4828-6206-0864.4 23 prepayment waives the right of, abatement of such prepaid Base Rental Payments and shall not be entitled to any reimbursement of such Base Rental Payments. (c) Before making any prepayment pursuant to this article, the County shall, within five (5) days following the event creating such right or obligation to prepay, give written notice to the Authority, the Purchaser and the Trustee describing such event and specifying the date on which the prepayment will be made, which date shall be not less than forty-five (45) days from the date such notice is given. (d) When (1) there shall have been deposited with the Trustee at or prior to the due dates of the Base Rental Payments or date when the County may exercise its option to purchase the Facilities or any portion or item thereof, in trust for the benefit of the Owners of the Bonds and irrevocably appropriated and set aside to the payment of the Base Rental Payments or option price, sufficient moneys and Permitted Investments described in subsection (1) of the definition thereof in the Trust Agreement, not redeemable prior to maturity, the principal of and interest on which when due will provide money sufficient to pay all principal, premium, if any, and interest on the Bonds to the due date of the Bonds or date when the County may exercise its option to purchase the Facilities, as the case may be; (2) all requirements of Section 10.01 of the Trust Agreement have been satisfied; and (3) an agreement shall have been entered into with the Trustee for the payment of its fees and expenses so long as any of the Bonds shall remain unpaid, then and in that event the right, title and interest of the Authority herein and the obligations of the County hereunder shall thereupon cease, terminate, become void and be completely discharged and satisfied (except for the right of the Authority and the obligation of the County to have such moneys and such Permitted Investments applied to the payment of the Base Rental Payments or option price) and the Authority’s interest in and title to the Facilities or applicable portion or item thereof shall be transferred and conveyed to the County. In such event, the Authority shall cause an accounting for such period or periods as may be requested by the County to be prepared and filed with the Authority and evidence such discharge and satisfaction, and the Authority shall pay over to the County as an overpayment of Base Rental Payments all such moneys or Permitted Investments held by it pursuant hereto other than such moneys and such Permitted Investments as are required for the payment or prepayment of the Base Rental Payments or the option price and the fees and expenses of the Trustee, which moneys and Permitted Investments shall continue to be held by the Trustee in trust for the payment of Base Rental Payments or the option price and the fees and expenses of the Trustee, and shall be applied by the Authority to the payment of the Base Rental Payments or the option price and the fees and expenses of the Trustee. SECTION 7.03. Option to Purchase; Sale of Personal Property. The County shall have the option to purchase the Authority’s interest in any part of Facilities upon payment of an option price consisting of moneys or securities of the category specified in clause (1) of the definition of the term Permitted Investments contained in Section 1.01 of the Trust Agreement (not callable by the issuer thereof prior to maturity) in an amount sufficient (together with the increment, earnings and interest on such securities) to provide funds to pay the aggregate amount for the entire remaining term of this Facilities Lease of the part of the total rent hereunder attributable to such part of the Facilities (determined by reference to the proportion which the cost of such part of the Facilities bears to the cost of all of the Facilities). Any such payment shall be made to the Trustee and shall be treated as rental payments and shall be applied by the Trustee to pay the February 14, 2017 Contra Costa County Board of Supervisors 194 4828-6206-0864.4 24 principal of the Bonds and interest on the Bonds and to redeem Bonds if such Bonds are subject to redemption pursuant to the terms of the Trust Agreement. Upon the making of such payment to the Trustee and the satisfaction of all requirements set forth in Section 10.01 of the Trust Agreement, (a) the Base Rental thereafter payable under this Facilities Lease shall be reduced by the amount thereof attributable to such part of the Facilities and theretofore paid pursuant to this Section, (b) Section 3.06 and this Section of this Facilities Lease shall not thereafter be applicable to such part of the Facilities, (c) the insurance required by Sections 5.01, 5.02 and 5.03 of this Facilities Lease need not be maintained as to such part of the Facilities, and (d) title to such part of the Facilities shall vest in the County and the term of this Facilities Lease shall end as to such Facilities. The County, in its discretion, may request the Authority to sell or exchange any personal property which may at any time constitute a part of the Facilities, and to release said personal property from this Facilities Lease, if (a) in the opinion of the County the property so sold or exchanged is no longer required or useful in connection with the operation of the Facilities, (b) the consideration to be received from the property is of a value substantially equal to the value of the property to be released, and (c) if the value of any such property shall, in the opinion of the Authority, exceed the amount of $100,000, the Authority shall have been furnished a certificate of an independent engineer or other qualified independent professional consultant (satisfactory to the Authority) certifying the value thereof and further certifying that such property is no longer required or useful in connection with the operation of the Facilities. In the event of any such sale, the full amount of the money or consideration received for the personal property so sold and released shall be paid to the Authority. Any money so paid to the Authority may, so long as the County is not in default under any of the provisions of this Facilities Lease, be used upon the Written Request of the County to purchase personal property, which property shall become a part of the Facilities leased hereunder. The Authority may require such opinions, certificates and other documents as it may deem necessary before permitting any sale or exchange of personal property subject to this Facilities Lease or before releasing for the purchase of new personal property money received by it for personal property so sold. ARTICLE VIII COVENANTS SECTION 8.01. Right of Entry. The Authority and its assignees shall have the right to enter upon and to examine and inspect the Facilities during reasonable business hours (and in emergencies at all times) (a) to inspect the same, (b) for any purpose connected with the Authority’s or the County’s rights or obligations under this Facilities Lease, and (c) for all other lawful purposes. SECTION 8.02. Liens. [Neither the County nor the Authority shall, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to any portion of the Facilities, other than the respective rights of the Authority and the Purchaser as provided herein and Permitted Encumbrances.] In the event the County shall at any time during the term of this Facilities Lease cause any changes, alterations, additions, improvements, or other work to be done or performed or materials to be supplied, in or upon the Facilities, the County shall pay, when due, all sums of money that may February 14, 2017 Contra Costa County Board of Supervisors 195 4828-6206-0864.4 25 become due for, or purporting to be for, any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the County in, upon or about the Facilities and shall keep the Facilities free of any and all mechanics’ or materialmen’s liens or other liens against the Facilities or the Authority’s interest therein. In the event any such lien attaches to or is filed against the Facilities or the Authority’s interest therein, the County shall cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that if the County desires to contest any such lien it may do so in good faith. If any such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the County shall forthwith pay and discharge said judgment. The County agrees to and shall, to the maximum extent permitted by law, indemnify and hold the Authority and the Trustee and the Purchaser and their respective members, directors, agents, successors and assigns, harmless from and against, and defend each of them against, any claim, demand, loss, damage, liability or expense (including attorney’s fees) as a result of any such lien or claim of lien against the Facilities or the Authority’s interest therein. SECTION 8.03. Quiet Enjoyment. The parties hereto mutually covenant that the County, by keeping and performing the covenants and agreements herein contained and not in default hereunder, shall at all times during the term of this Facilities Lease peaceably and quietly have, hold and enjoy the Facilities without suit, trouble or hindrance from the Authority. SECTION 8.04. Authority Not Liable. The Authority and its members, directors, officers, agents and employees shall not be liable to the County or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Facilities. The County, to the extent permitted by law, shall indemnify and hold the Authority and any assignees and their respective members, directors, officers, agents and employees, harmless from, and defend each of them against, any and all claims, liens and judgments arising from the operation of the Facilities, including, without limitation, death of or injury to any person or damage to property whatsoever occurring in, on or about the Facilities regardless of responsibility for negligence, but excepting the active negligence of the person or entity seeking indemnity. SECTION 8.05. Assignment by the Authority. The Authority’s rights under this Facilities Lease, including the right to receive and enforce payment of the Base Rental Payments to be made by the County hereunder, have been pledged and assigned to the Trustee for the benefit of the Bondholders pursuant to the Trust Agreement, to which pledge and assignment the County hereby consents. SECTION 8.06. Assignment and Subleasing by the County. Neither this Facilities Lease nor any interest of the County hereunder shall be mortgaged, pledged, assigned, sublet or transferred by the County by voluntary act or by operation of law or otherwise, except with the prior written consent of the Authority and the Purchaser, which, in the case of subletting, shall not be unreasonably withheld; provided such subletting shall not affect the tax-exempt status of the interest on the Bonds. No such mortgage, pledge, assignment, sublease or transfer shall in any event affect or reduce the obligation of the County to make the Base Rental Payments and Additional Payments required hereunder. February 14, 2017 Contra Costa County Board of Supervisors 196 4828-6206-0864.4 26 SECTION 8.07. Title to Facilities. During the term of this Facilities Lease, the Authority shall hold a leasehold estate to the Facilities and any and all additions which comprise fixtures, repairs, replacement or modifications thereof, except for those fixtures, repairs, replacements or modifications which are added thereto by the County and which may be removed without damaging the Facilities, and except for any items added to the Facilities by the County pursuant to Section 4.02 hereof. This provision shall not operate to the benefit of any insurance company if there is rental interruption covered by insurance pursuant to Section 5.03 hereof. Upon the termination or expiration of this Facilities Lease upon payment in full of the Base Rental Payments attributed to the Facilities and all amounts owing on the Bonds, the Authority’s interest in the title to the Facilities shall vest in the County and the Authority shall execute such conveyances, deeds and other documents as may be necessary to evidence the ownership of the Facilities by the County and to clarify the title of the County on the record thereof. SECTION 8.08. Tax Covenants. (a) The County and the Authority shall at all times do and perform all acts and things permitted by law which are necessary or desirable in order to assure that the interest on the Bonds will be excluded from gross income for federal income tax purposes under Section 103 of the Code and shall take no action that would result in such interest not being excluded from gross income for federal income tax purposes. Without limiting the generality of the foregoing, the Authority and the County covenant that they will comply with the requirements of the Tax Certificate, which is incorporated herein as if fully set forth herein. (b) If at any time the County or the Authority is of the opinion that for purposes of this Section it is necessary to restrict or limit the yield on or change in any way the investment of any moneys held by the Trustee or the County or the Authority under this Facilities Lease or the Trust Agreement, the County or the Authority shall so instruct the Trustee or the appropriate officials of the County in writing, and the Trustee or the appropriate officials of the County, as the case may be, shall take such actions as may be necessary in accordance with such instructions. (c) In furtherance of the covenants of the County and the Authority set forth above, the County will comply with the Tax Certificate. The Trustee and the Authority may conclusively rely on any such written instructions, and the County hereby agrees to hold harmless the Trustee and the Authority for any loss, claim, damage, liability or expense incurred by the Authority and the Trustee for any actions taken by the Authority or the Trustee in accordance with such instructions. (d) The covenant of the County and the Authority herein shall survive payment in full or defeasance of the Bonds. SECTION 8.09. Reserved. SECTION 8.10. Taxes. The County shall pay or cause to be paid all taxes and assessments of any type or nature charged to the Authority or affecting the Facilities or the respective interests or estates therein; provided that with respect to special assessments or other February 14, 2017 Contra Costa County Board of Supervisors 197 4828-6206-0864.4 27 governmental charges that may lawfully be paid in installments over a period of years, the County shall be obligated to pay only such installments as are required to be paid during the term of this Facilities Lease as and when the same become due. The County waives the benefits of subsections 1 and 2 of Section 1932, Section 1933(4) and Sections 1941 and 1942 of the California Civil Code. The County shall also pay directly such amounts, if any, in each year as shall be required by the Authority for the payment of all license and registration fees and all taxes (including, without limitation, income, excise, license, franchise, capital stock, recording, sales, use, value- added, property, occupational, excess profits and stamp taxes), levies, imposts, duties, charges, withholdings, assessments and governmental charges of any nature whatsoever, together with any additions to tax, penalties, fines or interest thereon, including, without limitation, penalties, fines or interest arising out of any delay or failure by the County to pay any of the foregoing or failure to file or furnish to the Authority for filing in a timely manner any returns, hereinafter levied or imposed against the Authority or the Facilities, the rentals and other payments required hereunder or any parts thereof or interests of the County or the Authority or the Trustee therein by any governmental authority. The County may, at the County’s expense and in its name, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority shall notify the County that, in the opinion of independent counsel, by nonpayment of any such items, the interest of the Authority in the Facilities will be materially endangered or the Facilities, or any part thereof, will be subject to loss or forfeiture, in which event the County shall promptly pay such taxes, assessments or charges or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority. SECTION 8.11. Authority’s Purpose. The Authority covenants that, prior to the discharge of this Facilities Lease, it will not engage in any activities inconsistent with the purposes for which the Authority is organized. SECTION 8.12. Purpose of Facilities Lease. The County covenants that during the term of this Facilities Lease, except as hereinafter provided, (a) it will use, or cause the use of, the Facilities for public purposes and for the purposes for which the Facilities are customarily used, (b) it will not vacate or abandon the Facilities or any part thereof, and (c) it will not make any use of the Facilities which would jeopardize in any way the insurance coverage required to be maintained pursuant to Article V hereof SECTION 8.13. Essential Use. The Facilities are essential to the proper, efficient and economic operation of the County and serve an essential governmental function of the County. SECTION 8.14. Nondiscrimination. The County herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all person claiming under or through itself, and this Facilities Lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or groups of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California February 14, 2017 Contra Costa County Board of Supervisors 198 4828-6206-0864.4 28 Government Code, as those basis are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the County, or any person claiming under or through the County, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased. ARTICLE IX DISCLAIMER OF WARRANTIES; VENDOR’S WARRANTIES; USE OF THE FACILITIES SECTION 9.01. Disclaimer of Warranties. THE AUTHORITY MAKES NO AGREEMENT, WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE FACILITIES OR THE PROJECT OR WARRANTY WITH RESPECT THERETO. THE COUNTY ACKNOWLEDGES THAT THE AUTHORITY IS NOT A MANUFACTURER OF THE FACILITIES OR THE PROJECT OR A DEALER THEREIN, THAT THE COUNTY LEASES THE FACILITIES AS-IS, IT BEING AGREED THAT ALL OF THE AFOREMENTIONED RISKS ARE TO BE BORNE BY THE COUNTY. In no event shall the Authority be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Facilities Lease or the Project or the existence, furnishing, functioning or the County’s use of any item or products or services provided for in this Facilities Lease. SECTION 9.02. Vendor’s Warranties. The Authority hereby irrevocably appoints the County its agent and attorney-in-fact during the term of this Facilities Lease, so long as the County shall not be in default hereunder, to assert from time to time whatever claims and rights, including warranties of the Facilities, which the Authority may have against the manufacturers, vendors and contractors of the Facilities. The County’s sole remedy for the breach of such warranty, indemnification or representation shall be against the manufacturer or vendor or contractor of the Facilities, and the Project, as applicable, and not against the Authority, nor shall such matter have any effect whatsoever on the rights and obligations of the Authority with respect to this Facilities Lease, including the right to receive full and timely payments hereunder. The County expressly acknowledges that the Authority makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties of the manufacturer, vendor or contractor with respect to the Facilities and the Project. SECTION 9.03. Use of the Facilities. The County will not install, use, operate or maintain the Facilities improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Facilities Lease. The County shall provide all permits and licenses, if any, necessary for the installation and operation of the Facilities. In addition, the County agrees to comply in all respects (including, without limitation, with respect to the use, maintenance and operation of the Facilities) with all laws of the jurisdictions in which its operations may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the Facilities; provided, however, that the County may contest in February 14, 2017 Contra Costa County Board of Supervisors 199 4828-6206-0864.4 29 good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of the Authority, adversely affect the estate of the Authority in and to the Facilities or its interest or rights under this Facilities Lease. ARTICLE X MISCELLANEOUS SECTION 10.01. Law Governing. This Facilities Lease shall be governed exclusively by the provisions hereof and by the laws of the State of California as the same from time to time exist. SECTION 10.02. Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests, agreements or promises or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered mail, return receipt requested, postage prepaid: If to the County: County of Contra Costa c/o Clerk of the Board of Supervisors County Administration Building 651 Pine Street Martinez, CA 94553 cc: County of Contra Costa c/o County Finance Director 651 Pine Street, 10th Floor Martinez, CA 94553 With respect to insurance matters: County of Contra Costa c/o Risk Manager Risk Management Department 2530 Arnold Drive Martinez, CA 94553 cc: County of Contra Costa General Service Administration 1220 Morello Avenue, Suite 100 Martinez, CA 94553 cc: County of Contra Costa c/o County Finance Director 651 Pine Street, 10th Floor Martinez, CA 94553 February 14, 2017 Contra Costa County Board of Supervisors 200 4828-6206-0864.4 30 If to the Authority: County of Contra Costa Public Financing Authority c/o County Administrator County Administration Building 651 Pine Street Martinez, CA 94553 If to the Trustee: Wells Fargo Bank, National Association Attn: Corporate Trust Services 333 Market Street, 18th Floor San Francisco, CA 94103 If to the Purchaser: Wells Fargo Bank, National Association 100 W. Washington Street, 20th Floor Phoenix, AZ 85003 or to such other addresses as the respective parties may from time to time designate by notice in writing. A copy of any such notice or other document herein referred to shall also be delivered to the Trustee. SECTION 10.03. Validity and Severability. If for any reason this Facilities Lease shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by the Authority or by the County, or if for any reason it is held by such a court that any of the covenants and conditions of the County hereunder, including the covenant to pay rentals hereunder, is unenforceable for the full term hereof, then and in such event this Facilities Lease is and shall be deemed to be a lease under which the rentals are to be paid by the County annually in consideration of the right of the County to possess, occupy and use the Facilities, and all of the rental and other terms, provisions and conditions of this Facilities Lease, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect. SECTION 10.04. Net-Net-Net Lease. This Facilities Lease shall be deemed and construed to be a “net-net-net lease” and the County hereby agrees that the rentals provided for herein shall be an absolute net return to the Authority, free and clear of any expenses, charges or set-offs whatsoever. SECTION 10.05. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Facilities Lease. SECTION 10.06. Amendment or Termination. The Authority and the County may at any time agree to the amendment, supplement or termination of this Facilities Lease and the Site Lease; provided, however, that the Authority and the County agree and recognize that this Facilities Lease and the Site Lease are entered into in accordance with the terms of the Trust Agreement, and accordingly, that any such amendment or termination shall only be made or effected in accordance with and subject to the terms of the Trust Agreement and with the prior written consent of the Purchaser; provided however, that no such amendment or supplement shall February 14, 2017 Contra Costa County Board of Supervisors 201 4828-6206-0864.4 31 extend the payment date of any Base Rental Payment, without the consent of each Bondholder so affected. SECTION 10.07. Execution. This Facilities 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 Facilities Lease. It is also agreed that separate counterparts of this Facilities 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. SECTION 10.08. Third-Party Beneficiary. The Purchaser is hereby designated as third party-beneficiary hereunder solely for the purposes of enforcing any rights granted to the Purchaser hereunder and not with to respect to any rights of occupancy. February 14, 2017 Contra Costa County Board of Supervisors 202 4828-6206-0864.4 4828-6206-0864.4 S-1 [Facilities Lease] IN WITNESS WHEREOF, the Authority and the County have caused this Facilities 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 PUBLIC FINANCING AUTHORITY, as Sublessor By: Federal D. Glover Chair of the Board of Directors Attest: By: David J. Twa Executive Director and Secretary of the Board of Directors COUNTY OF CONTRA COSTA, as Sublessee By: Federal D. Glover Chair of the Board of Supervisors Attest: By: David J. Twa Clerk of the Board of Supervisors and County Administrator February 14, 2017 Contra Costa County Board of Supervisors 203 4828-6206-0864.4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF CONTRA COSTA On ________________, 2017, before me, ________________________________________, a Notary Public, personally appeared _______________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my name and official seal. [Affix seal here] Signature of Notary Public February 14, 2017 Contra Costa County Board of Supervisors 204 4828-6206-0864.4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF CONTRA COSTA On ________________, 2017, before me, ________________________________________, a Notary Public, personally appeared _______________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my name and official seal. [Affix seal here] Signature of Notary Public February 14, 2017 Contra Costa County Board of Supervisors 205 4828-6206-0864.4 A-1 EXHIBIT A Description of the Facilities All that certain real property situated in the County of Contra Costa, State of California, described as follows: February 14, 2017 Contra Costa County Board of Supervisors 206 4828-6206-0864.4 B-1 EXHIBIT B Base Rental Payment Schedule Aggregate of all Facilities Base Rental Payment Date* Principal Interest Total Fiscal Year Total February 14, 2017 Contra Costa County Board of Supervisors 207 4828-6206-0864.4 B-2 Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: $ $ $ $ * Payable three Business Days before due date. February 14, 2017 Contra Costa County Board of Supervisors 208 4828-6206-0864.4 B-3 [____] Building Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: $ $ $ $ * Payable three Business Days before due date. February 14, 2017 Contra Costa County Board of Supervisors 209 4828-6206-0864.4 B-4 [____] Facility Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: $ $ $ $ * Payable three Business Days before due date. February 14, 2017 Contra Costa County Board of Supervisors 210 4828-6206-0864.4 B-5 [______] Building Base Rental Payment Date* Principal Interest Total Fiscal Year Total February 14, 2017 Contra Costa County Board of Supervisors 211 4828-6206-0864.4 B-6 Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: $ $ $ $ * Payable three Business Days before due date. February 14, 2017 Contra Costa County Board of Supervisors 212 4828-6206-0864.4 C-1 EXHIBIT C Lease Terms Facility Term Maximum Extension February 14, 2017 Contra Costa County Board of Supervisors 213 4828-6206-0864.4 D-1 EXHIBIT D Capital Projects “Capital Projects” means various public capital improvements and projects, including, but not limited to: (i) improvements to the Contra Costa Regional Medical Center, located at 2500 Alhambra Avenue in the City of Martinez; (ii) expansion and improvements to the Pittsburg Health Center, located at 2311 Loveridge Road in the City of Pittsburg; (iii) improvements to the Contra Costa Health Services, located at 595 Center Avenue and 597 Center Avenue in the City of Martinez; and (iv) improvements to the Women, Infant & Children Building, located at 13601 San Pablo Avenue in the City of San Pablo. February 14, 2017 Contra Costa County Board of Supervisors 214 4828-6206-0864.4 E-1 EXHIBIT E Form of Budget Certificate County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects) 2017 Series A Certificate of Final Annual Budget for the Period __/__20__ through __/__20__ The undersigned, as an Authorized Representative of the County of Contra Costa (the “County”), hereby certifies that the following have been budgeted for the above-referenced period with respect to the annual appropriations for all Base Rental Payments and Additional Payments, as required in Section 3.05 of the Facilities Lease, dated as of [March] 1, 2017, between the County of Contra Costa Public Financing Authority and the County: 2017 Series A Total Budgeted Base Rental Payment Additional Payment COUNTY OF CONTRA COSTA By: Authorized Representative February 14, 2017 Contra Costa County Board of Supervisors 215 4828-6206-0864.4 F-1 EXHIBIT F Form of Insurance Certificate County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects) 2017 Series A Annual Insurance Certificate for the Period __/__20__ through __/__20__ The undersigned, as an Authorized Representative of the County of Contra Costa (the “County”), hereby certifies that the insurance requirements as set forth in Section 5.07 of the Facilities Lease, dated as of [March] 1, 2017, between the County of Contra Costa Public Financing Authority and the County have been satisfied as evidenced by the attached list of insurance policies, names of insurers issuing such policies, the property covered and the amount of coverage. COUNTY OF CONTRA COSTA By: Authorized Representative February 14, 2017 Contra Costa County Board of Supervisors 216 4828-6206-0864.4 F-2 [Attach List of Insurance Coverage] February 14, 2017 Contra Costa County Board of Supervisors 217 4828-6206-0864.4 CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) This is to certify that the interest in real property conveyed by the foregoing Facilities Lease from the County of Contra Costa Public Financing Authority to the County of Contra Costa, a political subdivision of the State of California (the “County”), is hereby accepted by order of the Board of Supervisors of the County of Contra Costa on February 14, 2017, and the County consents to recordation thereof by its duly authorized officer. COUNTY OF CONTRA COSTA, as Sublessee By: Federal D. Glover Chair, Board of Supervisors County of Contra Costa, State of California Attest: By: David J. Twa Clerk of the Board of Supervisors and County Administrator February 14, 2017 Contra Costa County Board of Supervisors 218 4828-6206-0864.4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF CONTRA COSTA On ________________, 2017, before me, ________________________________________, a Notary Public, personally appeared _______________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my name and official seal. [Affix seal here] Signature of Notary Public February 14, 2017 Contra Costa County Board of Supervisors 219 4843-2161-1840.4 NP DRAFT 2/7/17 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: NIXON PEABODY LLP 300 South Grand Avenue, Suite 4100 Los Angeles, California 90071 Attention: Charles C. Wolf, Esq. SITE LEASE by and between the COUNTY OF CONTRA COSTA and the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY Related to $[________] County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects) 2017 Series A Dated as of [March] 1, 2017 THIS TRANSACTION IS EXEMPT FROM FILING FEES PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 6103 AND TRANSFER TAXES PURSUANT TO CALIFORNIA REVENUE AND TAXATION CODE SECTION 11928 February 14, 2017 Contra Costa County Board of Supervisors 220 4843-2161-1840.4 TABLE OF CONTENTS Page i SECTION 1. Lease of Facilities .............................................................................................. 2 SECTION 2. Term ................................................................................................................... 2 SECTION 3. Rental ................................................................................................................. 2 SECTION 4. Purpose ............................................................................................................... 3 SECTION 5. Environmental Law and Regulations ................................................................. 3 SECTION 6. Environmental Compliance ................................................................................ 4 SECTION 7. Owner in Fee ...................................................................................................... 5 SECTION 8. Assignments and Subleases................................................................................ 6 SECTION 9. Right of Entry; Easements ................................................................................. 6 SECTION 10. Termination ........................................................................................................ 6 SECTION 11. Default ................................................................................................................ 6 SECTION 12. Quiet Enjoyment ................................................................................................ 7 SECTION 13. Waiver of Personal Liability .............................................................................. 7 SECTION 14. Taxes .................................................................................................................. 8 SECTION 15. Eminent Domain ................................................................................................ 8 SECTION 16. Nondiscrimination .............................................................................................. 8 SECTION 17. Partial Invalidity ................................................................................................. 9 SECTION 18. Notices................................................................................................................ 9 SECTION 19. Section Headings ................................................................................................ 9 SECTION 20. Amendment ........................................................................................................ 9 SECTION 21. Definitions .......................................................................................................... 9 SECTION 22. Execution............................................................................................................ 9 EXHIBIT A Description of Facilities ................................................................................. A-1 EXHIBIT B Lease Terms ................................................................................................... B-1 February 14, 2017 Contra Costa County Board of Supervisors 221 4843-2161-1840.4 1 SITE LEASE This Site Lease, dated as of [March] 1, 2017 (this “Site Lease”), by and between the COUNTY OF CONTRA COSTA, a political subdivision organized and existing under and by virtue of the laws of the State of California (the “County”), as lessor, and the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a public entity and agency, duly organized and existing pursuant to an Agreement entitled “Amended and Restated Joint Exercise of Powers Agreement” by and between the County of Contra Costa and the Contra Costa County Flood Control and Water Conservation District (the “District”), as lessee; W I T N E S S E T H: WHEREAS, the County has determined that it is in its best interests to finance and refinance certain capital improvements for the County; WHEREAS, the Authority has agreed to issue $[_____] principal amount of its Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A (the “Bonds”), pursuant to a Trust Agreement, dated as of [March] 1, 2017 (as amended, supplemented, modified or restated from time to time, the “Trust Agreement”) by and between the Authority and Wells Fargo Bank, National Association, as trustee (together with any successor thereto, the “Trustee”), for the purpose of financing and refinancing certain capital improvements for the County (the “Capital Projects”) refunding the Refunded Bonds which were issued to finance certain capital improvements for the County and paying certain costs of issuance with respect to the issuance of the Bonds; WHEREAS, the County, pursuant hereto, will lease certain Facilities (as hereinafter defined) of the County to the Authority and the Authority will use the proceeds of the Bonds to pay to the County the rental due hereunder for the Facilities, and the County will use the proceeds of the Bonds to refund, defease and redeem the Refunded Bonds and to make deposits to the Project Fund and the Costs of Issuance Fund, as established in the Trust Agreement; WHEREAS, the Authority will lease back the Facilities to the County pursuant to the Facilities Lease, dated as of [March] 1, 2017 (as amended, supplemented, modified or restated from time to time, the “Facilities Lease”), between the Authority, as lessor, and the County, as lessee; and WHEREAS, under the Facilities Lease, the County will be obligated to make base rental payments to the Authority for the lease of the Facilities and the Authority will pledge such base rental payments to the Trustee for payments of the Bonds (capitalized terms used herein and not otherwise defined herein have the meanings assigned thereto in the Facilities Lease or the Trust Agreement, as applicable); NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED as follows: February 14, 2017 Contra Costa County Board of Supervisors 222 4843-2161-1840.4 2 SECTION 1. Lease of Facilities The County hereby leases to the Authority and the Authority hereby leases from the County, on the terms and conditions hereinafter set forth, the real property situated in the County of Contra Costa, State of California, together with the improvements thereon, as described in Exhibit A attached hereto and made a part hereof, and any additional real property added thereto by any supplement or amendment hereto, or any real property substituted for all or any portion of such property in accordance with this Site Lease and the Trust Agreement (the “Facilities”); subject, however, to Permitted Encumbrances. No merger shall be effected by the County’s lease of the Facilities to the Authority under this Site Lease, and the Authority’s sublease of the Facilities back to the County under the Facilities Lease. SECTION 2. Term The term of this Site Lease as to the Facilities shall commence on the date of recordation of this Site Lease in the office of the County Recorder of the County of Contra Costa, State of California, or on [March 3], 2017 whichever is earlier, and shall end on the respective dates identified in Exhibit B hereto, as applicable to the related Facility, unless such term is extended or sooner terminated as hereinafter provided. If on such dates the Base Rental Payments and Additional Payments attributable to the related Facility and all other amounts then due under the Facilities Lease with respect to such Facility shall not be fully paid or any amount remains due and owing with respect to the Bonds or under the Continuing Covenant Agreement, or if the rental or other amounts payable under the Facilities Lease with respect to such Facility shall have been abated at any time and for any reason, then the term of this Site Lease with respect to such Facility shall be extended until ten (10) days after the Base Rental Payments and Additional Payments attributable to such Facility and all other amounts then due under the Facilities Lease with respect to such Facility, and all amount remains due and owing with respect to the Bonds and under the Continuing Covenant Agreement, shall be fully paid except that the term of this Site Lease as to the respective Facility shall in no event be extended beyond ten (10) years after the date identified with respect thereto. If prior to such date the Base Rental Payments and Additional Payments attributable to the related Facility and all other amounts then due under the Facilities Lease with respect to such Facility shall be fully paid, the term of this Site Lease with respect to such Facility shall end ten (10) days thereafter or upon written notice by the County to the Authority, whichever is earlier. SECTION 3. Rental The Authority shall pay to the County from the proceeds of the Bonds as and for rental hereunder an amount, not less than $[______], which amount the County finds and determines is full and fair rental for the Facilities on the date hereof and which amount the County further agrees will be deposited in the Project Fund, the Revenue Fund for the 2009 Bonds and the Escrow Fund for the 2007 Bonds as set forth in the Trust Agreement and applied along with other proceeds of the Bonds to finance or refinance the Capital Projects. February 14, 2017 Contra Costa County Board of Supervisors 223 4843-2161-1840.4 3 SECTION 4. Purpose The Authority shall use the Facilities solely for the purpose of leasing the Facilities to the County pursuant to the Facilities Lease and for such purposes as may be incidental thereto; provided, that in the event of an Event of Default by the County under the Facilities Lease, the Authority may exercise the remedies provided in the Facilities Lease. SECTION 5. Environmental Law and Regulations (a) Definitions used in this Section 5 and in Section 6. “Asbestos Containing Materials” shall mean material in friable form containing more than one percent (1%) of the asbestiform varieties of (a) chrysotile (serpentine); (b) crocidolite (ricbeckite); (c) amosite (cummington-itegrinerite); (d) anthophyllite; (e) tremolite; and (f) antinolite. “Asbestos Operations and Maintenance Plan” shall mean that written plan for the Facilities relating to monitoring and maintaining all Asbestos Containing Materials used or located on the Facilities. “Environmental Regulations” shall mean all Laws and Regulations, now or hereafter in effect, with respect to Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, as amended (42 U.S.C. Section 9601, et seq.) (together with the regulations promulgated thereunder, “CERCLA”), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Section 6901, et seq.) (together with the regulations promulgated thereunder, “RCRA”), the Emergency Planning and Community Right-to-Know Act, as amended (42 U.S.C. Section 11001, et seq.) (together with the regulations promulgated thereunder, “Title III”), the Clean Water Act, as amended (33 U.S.C. Section 1251, et seq.) (together with the regulations promulgated thereunder, “CWA”), the Clean Air Act, as amended (42 U.S.C. Section 7401, et seq.) (together with the regulations promulgated thereunder, “CAA”), the Toxic Substances Control Act, as amended (15 U.S.C. Section 2601, et seq.) (together with the regulations promulgated thereunder, “TSCA”), the Occupational Safety and Health Act, as amended (29 U.S.C. Section 651 et seq.) (together with regulations promulgated thereunder, “OSHA”) and any similar federal, state or local laws and regulations and any so-called local, state or federal “superfund” or “superlien” law. “Hazardous Materials” shall mean any material amount of flammable explosives, polychlorinated biphenyl compounds, heavy metals, chlorinated solvents, cyanide, radon, petroleum products, asbestos or any Asbestos Containing Materials, methane, radioactive materials, pollutants, hazardous materials, hazardous wastes, hazardous, toxic, or regulated substances or related materials, as characterized, regulated or defined in CERCLA, RCRA, CWA, CAA, TSCA, OSHA and Title III, and the regulations promulgated pursuant thereto, and in any other Environmental Regulations applicable to the County, any of the Facilities or the business operations conducted by the County therein. “Laws and Regulations” shall mean any applicable law, regulation, code, order, rule, judgment or consent agreement, including, without limitation, those relating to zoning, February 14, 2017 Contra Costa County Board of Supervisors 224 4843-2161-1840.4 4 building, use and occupancy, fire safety, health, sanitation, air pollution, ecological matters, environmental protection, hazardous or toxic materials, substances or wastes, conservation, parking, architectural barriers to the handicapped, or restrictive covenants or other agreements affecting title to the Facilities. (b) No portion of the Facilities is located in an area of high potential incidence of radon which has an unventilated basement or subsurface portion which is occupied or used for any purpose other than the foundation or support of the improvements to such Facilities. (c) The County has not received any notice from any insurance company which has issued a policy with respect to the Facilities or from the applicable state or local government agency responsible for insurance standards (or any other body exercising similar functions) requiring the performance of any repairs, alterations or other work, which repairs, alterations or other work have not been completed at the Facilities. The County has not received any notice of default or breach which has not been cured under any covenant, condition, restriction, right-of- way, reciprocal easement agreement or other easement affecting the Facilities which is to be performed or complied with by it. SECTION 6. Environmental Compliance (a) Neither the County nor the Authority shall use or permit the Facilities or any part thereof to be used to generate, manufacture, refine, treat, store, handle, transport or dispose of, transfer, produce or process Hazardous Materials, except, and only to the extent, if necessary to maintain the Facilities and then, only in compliance with all Environmental Regulations, nor shall it permit, as a result of any intentional or unintentional act or omission on its part or by any tenant, subtenant, licensee, guest, invitee, contractor, employee and agent, the storage, transportation, disposal or use of Hazardous Materials or the pumping, spilling, leaking, disposing of, emptying, discharging or releasing (hereinafter collectively referred to as “Release”) or threat of Release of Hazardous Materials on, from or beneath the Facilities or onto any other real property excluding, however, those Hazardous Materials in those amounts ordinarily found in the inventory of an office building, the use, storage, treatment, transportation and disposal of which shall be in compliance with all Environmental Regulations. Upon the occurrence of any Release or threat of Release, or presence, of Hazardous Materials, the County shall promptly commence and perform, or cause to be commenced and performed promptly, without cost to the Trustee or the Authority, all investigations, studies, sampling and testing, and all remedial, removal and other actions necessary to clean up and remove all Hazardous Materials so Released or present, on, from or beneath the Facilities, in compliance with all Environmental Regulations. Notwithstanding anything to the contrary contained herein, underground storage tanks shall only be permitted subject to compliance with subsection (d) and only to the extent necessary to maintain the Facilities. (b) The County and the Authority shall comply with, and shall cause its tenants, subtenants, licensees, guests, invitees, contractors, employees and agents to comply with, all Environmental Regulations, and shall keep the Facilities free and clear of any liens imposed pursuant thereto (provided, however, that any such liens, if not discharged, may be bonded). The County and the Authority shall cause each tenant, and use its best efforts to cause all of such tenant’s subtenants, agents, licensees, employees, contractors, guests and invitees and the guests February 14, 2017 Contra Costa County Board of Supervisors 225 4843-2161-1840.4 5 and invitees of all of the foregoing to comply with all Environmental Regulations with respect to the Facilities; provided, however, that notwithstanding that a portion of this covenant is limited to the County and the Authority’s use of its best efforts, the Authority and the County shall remain solely responsible for ensuring such compliance and such limitation shall not diminish or affect in any way the County and the Authority’s obligations contained in subsection (c) hereof as provided in subsection (c) hereof. Upon receipt of any notice from any individual or Person with regard to the presence of, or Release of Hazardous Materials on, from or beneath the Facilities, the County and the Authority shall give prompt written notice thereof to the Trustee (and, in any event, prior to the expiration of any period in which to respond to such notice under any Environmental Regulation). (c) Irrespective of whether any representation or warranty contained in Section 5 is not true or correct, the County and the Authority shall, to the extent permitted by law, defend , indemnify and hold harmless the Bondholders and the Trustee, its partners, depositors and each of its and their employees, agents, officers, directors, trustees, successors and assigns, from and against any claims, demands, penalties, fines, attorneys’ fees (including, without limitation, attorneys’ fees incurred to enforce the indemnification contained in this Section 6), consultants’ fees, investigation and laboratory fees, liabilities, settlements (five (5) Business Days’ prior notice of which the Authority or the Trustee, as appropriate, shall have delivered to the County and the Authority), court costs, damages, losses, costs or expenses of whatever kind or nature, known or unknown, contingent or otherwise, occurring in whole or in part, arising out of, or in any way related to, (i) the presence, disposal, Release, threat of Release, removal, discharge, storage or transportation of any Hazardous Materials on, from or beneath the Facilities, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit brought or threatened, settlement reached (five (5) Business Days’ prior notice of which the Authority or the Trustee, as appropriate, shall have delivered to the County and the Authority), or governmental order relating to Hazardous Materials on, from or beneath any of the Facilities, (iv) any violation of Environmental Regulations or subsection (a) or (b) hereof by it or any of its agents, tenants, employees, contractors, licensees, guests, subtenants or invitees, and (v) the imposition of any governmental lien for the recovery of environmental cleanup or removal costs. To the extent that the Authority or the County is strictly liable under any Environmental Regulation, its obligation to the Trustee and the Bondholders and the other indemnitees under the foregoing indemnification shall likewise be without regard to fault on its part with respect to the violation of any Environmental Regulation which results in liability to any indemnitee. Its obligations and liabilities under this Section 6(c) shall survive any termination of the Facilities Lease or exercise of any remedies thereunder, and the satisfaction of all Bonds. (d) The County and the Authority shall conform to and carry out a reasonable program of maintenance and inspection of all underground storage tanks, and shall maintain, repair, and replace such tanks only in accordance with Laws and Regulations, including but not limited to Environmental Regulations. SECTION 7. Owner in Fee The County covenants that it is the owner in fee of the Facilities. The County further covenants and agrees that if for any reason this covenant proves to be incorrect, the County will February 14, 2017 Contra Costa County Board of Supervisors 226 4843-2161-1840.4 6 either institute eminent domain proceedings to condemn the property or institute a quiet title action to clarify the County’s title, and will diligently pursue such action to completion. The County further covenants and agrees that it will hold the Authority and the Bondowners harmless from any loss, cost or damages resulting from any breach by the County of the covenants contained in this Section. SECTION 8. Assignments and Subleases Unless the County shall be in default under the Facilities Lease, the Authority may not assign its rights under this Site Lease or sublet the Facilities, except pursuant to the Facilities Lease, without the written consent of the County, which consent may be withheld in the County’s sole and absolute discretion. Upon the occurrence of a default by the County under the Facilities Lease, the Authority may assign or sell its rights under this Site Lease or sublet the Facilities, without the consent of the County. SECTION 9. Right of Entry; Easements The County reserves the right for any of its duly authorized representatives to enter upon the Facilities at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof. The County agrees, upon written request from the Authority, to grant to the Authority a nonexclusive easement of ingress and egress for persons, vehicles and utilities, twenty (20) feet wide, from each parcel of the Facilities not having access to a public street, and appurtenant to such parcel, over property owned by the County to a public street. The County may, at any time, satisfy its obligation contained in the preceding sentence as to any such parcel of the Facilities by granting to the Authority an easement complying with the requirements of the preceding sentence from such parcel of the Facilities to a public street. SECTION 10. Termination The Authority agrees, upon the termination of this Site Lease, to quit and surrender the Facilities in the same good order and condition as the same were in at the time of commencement of the term hereunder, reasonable wear and tear excepted, and the Authority further agrees that the Facilities and any other permanent improvements and structures existing upon the Facilities at the time of the termination of this Site Lease shall remain thereon and title thereto shall vest in the County. Upon the exercise of the option to purchase set forth in Section 7.03 of the Facilities Lease and upon payment of the option price required by said section, the term of this Site Lease shall terminate as to the portion of the Facilities being so purchased, including the real property upon which portion is situated. SECTION 11. Default In the event the Authority shall be in default in the performance of any obligation on its part to be performed under the terms of this Site Lease, which default continues for one hundred and eighty (180) days following notice and demand for correction thereof to the Authority and February 14, 2017 Contra Costa County Board of Supervisors 227 4843-2161-1840.4 7 the Trustee, the County may exercise any and all remedies granted by law, except that no merger of this Site Lease and of the Facilities Lease shall be deemed to occur as a result thereof; provided, however, that the County shall have no power to terminate this Site Lease by reason of any default on the part of the Authority if such termination would affect or impair any assignment of the Facilities Lease of all or any part of the Facilities then in effect between the Authority and any assignee or subtenant of the Authority (other than the County under the Facilities Lease) or the rights of the Trustee with respect thereto. So long as any such assignee or subtenant of the Authority (or the Trustee) shall duly perform the terms and conditions of this Site Lease, such assignee or subtenant (or the Trustee) shall be deemed to be and shall become the tenant of the County hereunder and shall be entitled to all of the rights and privileges granted under any such assignment or subrogation; provided, further, that so long as any Bonds are outstanding and unpaid in accordance with the terms thereof, the rentals or any part thereof payable to the Authority or Trustee shall continue to be paid to the Trustee on behalf of the Bondowners. SECTION 12. Quiet Enjoyment; Liens (a) The Authority at all times during the term of this Site Lease, shall peaceably and quietly have, hold and enjoy all of the Facilities then leased hereunder. (b) The Authority shall not, directly or indirectly, create, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Facilities, other than the respective rights of the Authority and the County as herein provided and Permitted Encumbrances. SECTION 13. Waiver of Personal Liability All liabilities under this Site Lease on the part of the Authority shall be solely liabilities of the Authority, as a public entity and agency, and the County hereby releases each and every member, director, officer, agent or employee of the Authority of and from any personal or individual liability under this Site Lease. No member, director, officer, agent or employee of the Authority shall at any time or under any circumstances be individually or personally liable under this Site Lease to the County or to any other party whomsoever for anything done or omitted to be done by the Authority hereunder. The Authority and its members, directors, officers, agents, employees and assignees shall not be liable to the County or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Facilities. The County, to the extent permitted by law, shall indemnify and hold the Authority and its members, directors, officers, agents, employees and assignees, harmless from, and defend each of them against, any and all claims, liens and judgments arising from the operation of the Facilities or the Project, including, without limitation, death of or injury to any person or damage to property whatsoever occurring in, on or about the Facilities or the Project regardless of responsibility for negligence, but excepting the active negligence of the person or entity seeking indemnity. February 14, 2017 Contra Costa County Board of Supervisors 228 4843-2161-1840.4 8 SECTION 14. Taxes The County covenants and agrees to pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Facilities. SECTION 15. Eminent Domain In the event the whole or any part of the Facilities is taken by eminent domain proceedings, the interest of the Authority shall be recognized and is hereby determined to be the amount of the then unpaid or outstanding Bonds and all other amounts due under the Trust Agreement and the Facilities Lease attributable to such part of the Facilities and all obligations due and owing under the Continuing Covenant Agreement and shall be paid to the Trustee, or the Purchaser or respective Bondholder, as applicable, and the balance of the award, if any, shall be paid to the County. SECTION 16. Further Assurances. The County covenants and agrees that in the event any lien, encumbrance, asserted encumbrance, claim, dispute or other issue arises with respect to the County’s legal title to or valid and marketable, beneficial use and enjoyment of (or the Authority’s interest in) the Facilities (each of the foregoing referred to as a “Facilities Issue”), the County will take all steps necessary to promptly quiet, resolve and/or eliminate such Facilities Issue and/or provide the Authority with, or as applicable, will take all reasonable steps available to the County to ensure the Authority has, adequate access to and use of the Facilities and the County has beneficial use and enjoyment of the Facilities and the County shall ensure that its fee interest in the Facilities remains free and clear of Facilities Issues. The County covenants and agrees that in the event any legal description, UCC-1 financing statement or fixture filing (or continuations or amendments thereof) filed or recorded with respect to the Authority’s interests in the Facilities reflects any incorrect real property legal description, the County shall take all steps necessary (with the Authority’s prior written approval) to promptly correct any errors with respect to such legal descriptions, UCC-1 financing statements and fixture filings. SECTION 17. Nondiscrimination The Authority herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all person claiming under or through itself, and this Site Lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or groups of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those basis are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the Authority, or any person claiming under or through the Authority, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased. February 14, 2017 Contra Costa County Board of Supervisors 229 4843-2161-1840.4 9 SECTION 18. Partial Invalidity If any one or more of the terms, provisions, covenants or conditions of this 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 Site Lease shall be affected thereby, and each provision of this Site Lease shall be valid and enforceable to the fullest extent permitted by law. SECTION 19. Notices All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered or certified mail, return receipt requested, postage prepaid, and, if to the County, addressed to the County in care of the Clerk of the Board of Supervisors, County Administration Building, 651 Pine Street, Martinez, California 94553, or if to the Authority, addressed to the Authority in care of the County Administrator, County Administration Building, 651 Pine Street, Martinez, California 94553, in all cases with a copy to the Trustee at the address specified in the Trust Agreement, or to such other addresses as the respective parties may from time to time designate by notice in writing. SECTION 20. Section Headings All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Site Lease. SECTION 21. Amendment The Authority and the County may at any time agree to the amendment of this Site Lease; provided, however, that the Authority and the County agree and recognize that this Site Lease is entered into as contemplated by the terms of the Trust Agreement, and accordingly, that any such amendment shall only be made or effected in accordance with and subject to the terms of the Trust Agreement. SECTION 22. Definitions Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Facilities Lease or, if not defined therein, the Trust Agreement. SECTION 23. Execution This Site 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 Lease. It is also agreed that separate counterparts of this Site Lease may separately be executed by the County and the Authority, all with the same force and effect as though the same counterpart had been executed by both the County and the Authority. February 14, 2017 Contra Costa County Board of Supervisors 230 4843-2161-1840.4 10 February 14, 2017 Contra Costa County Board of Supervisors 231 4843-2161-1840.4 S-1 Site Lease IN WITNESS WHEREOF, the County and the Authority have caused this 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 By: Federal D. Glover Chair of the Board of Supervisors Attest: By: David J. Twa Clerk of the Board of Supervisors and County Administrator COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, Lessee By: Federal D. Glover Chair of the Board of Directors Attest: By: David J. Twa Executive Director and Secretary of the Board of Directors February 14, 2017 Contra Costa County Board of Supervisors 232 4843-2161-1840.4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF CONTRA COSTA On ________________, 2017, before me, ________________________________________, a Notary Public, personally appeared _______________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my name and official seal. [Affix seal here] Signature of Notary Public February 14, 2017 Contra Costa County Board of Supervisors 233 4843-2161-1840.4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF CONTRA COSTA On ________________, 2017, before me, ________________________________________, a Notary Public, personally appeared _______________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my name and official seal. [Affix seal here] Signature of Notary Public February 14, 2017 Contra Costa County Board of Supervisors 234 4843-2161-1840.4 A-1 EXHIBIT A Description of Facilities All that certain real property situated in the County of Contra Costa, State of California, described as follows: February 14, 2017 Contra Costa County Board of Supervisors 235 4843-2161-1840.4 B-1 EXHIBIT B Lease Terms Facility Term Maximum Extension February 14, 2017 Contra Costa County Board of Supervisors 236 4843-2161-1840.4 Certificate of Acceptance CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) This is to certify that the interest in real property conveyed by the foregoing Site Lease from the County of Contra Costa Public Financing Authority to the County of Contra Costa, a political subdivision of the State of California (the “County”), is hereby accepted by order of the undersigned officer on behalf of the Authority on [_______], 2017, pursuant to authority conferred by Resolution No. [____] of the Authority adopted on February 14, 2017, and the Authority consents to recordation thereof by its duly authorized officer. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, as Lessee By: Federal D. Glover Chair of the Board of Directors Attest: By: David J. Twa Executive Director and Secretary of the Board of Directors February 14, 2017 Contra Costa County Board of Supervisors 237 4843-2161-1840.4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF CONTRA COSTA On ________________, 2017, before me, ________________________________________, a Notary Public, personally appeared _______________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my name and official seal. [Affix seal here] Signature of Notary Public February 14, 2017 Contra Costa County Board of Supervisors 238 4817-8636-3968.3 NP DRAFT 2/7/2017 ESCROW AGREEMENT by and between COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY and WELLS FARGO BANK, NATIONAL ASSOCIATION Dated as of [March 1], 2017 relating to the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 2007 Series A County of Contra Costa Public Financing Authority Lease Revenue Bonds (Medical Center Refunding), 2007 Series B February 14, 2017 Contra Costa County Board of Supervisors 239 4817-8636-3968.3 TABLE OF CONTENTS Page i Section 1. Definitions............................................................................................................... 2 Section 2. Escrow Fund. .......................................................................................................... 2 Section 3. Notice of Redemption and Defeasance. .................................................................. 3 Section 4. Accounting for Escrow; Substitutions. ................................................................... 4 Section 5. Investments and Reinvestments. ............................................................................. 4 Section 6. Sufficiency of Escrow. ............................................................................................ 4 Section 7. Transfers for Payment of Refunded Bonds. ............................................................ 4 Section 8. Termination of Escrow Agreement; Written Request of Authority........................ 4 Section 9. Fees and Costs......................................................................................................... 5 Section 10. Reports. ................................................................................................................... 5 Section 11. Character of Deposit. .............................................................................................. 5 Section 12. Exculpatory Provisions. .......................................................................................... 6 Section 13. Time of Essence. ..................................................................................................... 7 Section 14. Amendments. .......................................................................................................... 7 Section 15. Successors. .............................................................................................................. 7 Section 16. Notices. ................................................................................................................... 8 Section 17. Severability. ............................................................................................................ 8 Section 18. Law Governing. ...................................................................................................... 8 Section 19. Counterparts. ........................................................................................................... 8 EXHIBIT A REFUNDING REQUIREMENTS...................................................................... A-1 EXHIBIT B ESCROWED SECURITIES ............................................................................... B-1 EXHIBIT C NOTICE OF PARTIAL DEFEASANCE ........................................................... C-1 EXHIBIT D FEE SCHEDULE................................................................................................ D-1 February 14, 2017 Contra Costa County Board of Supervisors 240 4817-8636-3968.3 1 ESCROW AGREEMENT (2007 Series A Bonds and the 2007 Series B Bonds) THIS ESCROW AGREEMENT, dated as of [March 1], 2017, is entered into 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 Amended and Restated Joint Exercise of Powers Agreement entitled “County of Contra Costa Financing Authority Joint Exercise of Powers Agreement,” by and between the County of Contra Costa and the Contra Costa County Flood Control and Water Conservation District, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee and as escrow bank (the “Escrow Agent”). W I T N E S S E T H: WHEREAS, Wells Fargo Bank, National Association, as successor trustee (the “Prior Trustee”), and the Authority have executed a trust agreement, dated as of February 1, 1999 (the “Original Trust Agreement”), as supplemented by the Sixth Supplemental Trust Agreement, dated as of March 1, 2007 and the Seventh Supplemental Trust Agreement, dated as of August 1, 2007 (as amended and supplemented, the “Trust Agreement”); WHEREAS, the Authority has issued $122,065,000 of its Lease Revenue Bonds (Refunding and Various Capital Projects), 2007 Series A (the “2007 Series A Bonds”), and $110,265,000 of its Lease Revenue Bonds (Medical Center Refunding), 2007 Series B (the “2007 Series B Bonds,” and together with the 2007 Series A Bonds, the “Refunded Bonds”) in order to finance and refinance capital projects for the County pursuant to the Trust Agreement; WHEREAS, the Authority has determined that it is in the Authority’s be st interests to defease, pay and redeem the outstanding Refunded Bonds and to issue the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A (the “Refunding Bonds”) pursuant to a trust agreement, dated as of March 1, 2017 (the “2017 Trust Agreement”), by and between the Authority and Wells Fargo Bank, National Association, as trustee (the “Trustee”) for such purpose; WHEREAS, Section 3.01 of the 2017 Trust Agreement provides for the transfer and deposit of certain proceeds of the Refunding Bonds to the Escrow Fund, to defease and redeem the Refunded Bonds, and such proceeds shall be invested in Government Securities under the Original Trust Agreement so as to insure the full and timely payment of the Refunding Requirements (as hereinafter defined); and, NOW, THEREFORE, in consideration of the mutual agreements herein contained, in order to secure the payment of the Refunding Requirements, the parties hereto mutually undertake, promise and agree for themselves, their respective representatives, successors and assigns, as follows: February 14, 2017 Contra Costa County Board of Supervisors 241 4817-8636-3968.3 2 Section 1. Definitions. As used in this Escrow Agreement the following terms have the following meanings: “Escrow Agent” means Wells Fargo Bank, National Association, or any successor thereto appointed under this Escrow Agreement. “Escrow Fund” means the fund by that name created pursuant to Section 2 hereof. “Escrowed Securities” means any of those certain Government Securities listed in Exhibit B to this Escrow Agreement. “Government Securities” has the meaning assigned to such term in the Original Trust Agreement. “Independent Certified Public Accountant” means an independent firm of nationally recognized certified public accountants. “Prior Trustee” means Wells Fargo Bank, National Association, as successor trustee for the Refunded Bonds. “Refunded Bonds” means the 2007 Series A Bonds and the 2007 Series B Bonds, further defined in Exhibit A hereto. “Refunding Bonds” means the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A, issued pursuant to the 2017 Trust Agreement. “Refunding Requirements” means all installments of principal and interest on the Refunded Bonds, as such payments become due on and prior to the redemption date for the Refunded Bonds and the principal and redemption premium on the redemption date as shown in Exhibit A to this Escrow Agreement. “State” means the State of California. “Trustee” means Wells Fargo Bank, National Association, as trustee for the Refunding Bonds. All other capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Trust Agreement. Section 2. Escrow Fund. A. There is hereby created and established with the Escrow Agent a special and irrevocable trust fund designated as the “County of Contra Costa Public Financing Authority Escrow Fund” (the “Escrow Fund”). The Escrow Agent shall keep the Escrow Fund separate and apart from all other funds and moneys held by it and shall hold the Escrow Fund in trust for the purposes described herein. February 14, 2017 Contra Costa County Board of Supervisors 242 4817-8636-3968.3 3 B. Pending application as provided in this Agreement, amounts on deposit in the Escrow Fund are hereby pledged and assigned solely to pay 100% of the principal amount of the Refunded Bonds on June 1, 2017 (the “Redemption Date”) and to pay interest on the Refunded Bonds to the Redemption Date, which amounts shall be held in trust by the Escrow Agent for the holders of the Refunded Bonds. C. Deposit of Funds (1) There shall be deposited in the Escrow Fund by the Escrow Agent the sum of $[__________] received from Wells Fargo Municipal Capital Strategies, LLC upon the issuance and sale of the Refunding Bonds. (2) There shall be deposited in the Escrow Fund by the Escrow Agent the sum of $[__________] received from the Prior Trustee from amounts held by the Prior Trustee in the debt service fund and the reserve fund for the Prior Bonds. (3) The Authority has determined, as verified by the report of an Independent Certified Public Accountant, dated [______,] 2017 (the “Verification Report”), that upon deposit of the money pursuant to Section C(1) and Section C(2), the moneys on deposit in the Escrow Fund will be at least equal to an amount sufficient to purchase the aggregate principal amount of the Government Obligations set forth in Exhibit B hereto (the “Exhibit B Securities”), which principal, together with all interest due or to become due on such Exhibit B Securities plus any uninvested amounts in the Escrow Fund, will be sufficient to meet the Refunding Requirements. The Escrow Agent shall use $[____________] on deposit in the Escrow Fund to purchase the Exhibit B Securities and hold $[______] in cash in the Escrow Fund. D. The funds held in the Escrow Fund shall not be subject to withdrawal other than to satisfy the Refunding Requirements. E. The Escrow Agent shall hold all Escrowed Securities, whether acquired as initial investments, subsequent investments or reinvestments hereunder, and the money received from time to time as principal and interest thereon, in trust, to secure and for the payment of the Refunding Requirements and shall collect the principal of and interest on the Escrowed Securities held by it hereunder promptly as such principal and interest become due. Section 3. Notice of Redemption and Defeasance. A. The Authority hereby gives irrevocable instructions to the Escrow Agent to mail, as soon as practicable, a notice of the defeasance of the Refunded Bonds in the form attached hereto as Exhibit C in accordance with Section 10.01 of the Original Trust Agreement. B. Authority hereby gives irrevocable instructions to the Escrow Agent to mail, not less than thirty nor more than sixty days prior to the Redemption date, a notice of the redemption of the Refunded Bonds in the form attached hereto as Exhibit D in accordance with Section 4.05 of the Original Trust Agreement. February 14, 2017 Contra Costa County Board of Supervisors 243 4817-8636-3968.3 4 Section 4. Accounting for Escrow; Substitutions. A. The moneys and the Escrowed Securities from time to time accounted for in the Escrow Fund shall not be subject to withdrawal by the Authority nor otherwise subject to their order except as otherwise provided in Sections 2 and 8 hereof. B. The Authority may from time to time direct the Escrow Agent to sell, exchange or substitute Escrowed Securities for other Government Securities; provided that there shall be no sale, exchange or substitution of the Escrowed Securities, unless the following are received: (i) the written direction of the Authority, (ii) receipt by the Authority and the Escrow Agent of a new Verification Report, prepared by an Independent Certified Public Accountant, verifying the sufficiency of the escrow to pay all Refunding Requirements when due in full on their respective due dates and (iii) receipt of an unqualified legal opinion of nationally recognized bond counsel that such investment will not adversely affect the tax-exempt status of interest on the Refunded Bonds or the Refunding Bonds under Section 103 of the Internal Revenue Code of 1986 and the regulations of the United States Department of the Treasury issued thereunder. Section 5. Investments and Reinvestments. The Escrow Agent shall have no other obligation by virtue of this Escrow Agreement, general trust law or otherwise, to make any investment or reinvestment of any moneys in escrow at any time except as expressly directed by the Authority and upon receipt, but only in case of such Authority direction that securities must be reinvested in Government Securities, of (i) the written direction of the Authority, (ii) receipt by the Authority and the Escrow Agent of a new Verification Report, prepared by an Independent Certified Public Accountant, verifying the sufficiency of the escrow to pay all Refunding Requirements when due on their respective due dates and (iii) receipt of an opinion of nationally recognized bond counsel that such investment will not adversely affect the validity of the Refunding Bonds or the Refunded Bonds under State law. Section 6. Sufficiency of Escrow. Moneys deposited in the Escrow Fund, including the investment earnings thereon and any uninvested cash, shall be in an amount, as determined by the Authority, which at all times shall be sufficient to meet the Refunding Requirements not theretofore met. Section 7. Transfers for Payment of Refunded Bonds. The Escrow Agent shall make from time to time such transfers to the Prior Trustee as will assure, to the extent of moneys in the Escrow Fund, the payment of the Refunding Requirements when due, as provided herein and in the Trust Agreement. Section 8. Termination of Escrow Agreement; Written Request of Authority. When the Escrow Agent shall have transferred, pursuant to Section 7 hereof, such moneys as are required to pay in full and discharge all of the Refunded Bonds, the Escrow Agent, after payment of all fees and expenses of the Escrow Agent, shall immediately pay over February 14, 2017 Contra Costa County Board of Supervisors 244 4817-8636-3968.3 5 to the Authority or its order the moneys, if any, then remaining in the Escrow Fund and shall make forthwith a final report to the Authority, and this Escrow Agreement shall terminate. The Prior Trustee shall pay to the Authority any and all unclaimed moneys as provided in Section 10.02 of the Original Trust Agreement and this shall constitute the Written Request of the Authority for such purpose. Section 9. Fees and Costs. A. The Escrow Agent’s fees, expenses and reimbursement for costs incurred for and in carrying out the provisions of this Escrow Agreement have been fixed as set forth in Exhibit E. The Escrow Agent shall also be entitled to additional fees, expenses and reimbursement for costs incurred, including but not limited to, legal and accounting services in connection with any litigation or other proceedings which may at any time be instituted involving this Escrow Agreement not due to the negligence or willful misconduct of the Escrow Agent. Under no circumstances shall any fees, expenses or reimbursement of costs of the Escrow Agent or any other party (including without limitation, the cost of any required Verification Report) be paid out of amounts held in the Escrow Fund. B. Payments to the Escrow Agent pursuant to this Section 9 shall not be for deposit in the Escrow Fund, and the fees of and the costs incurred by the Escrow Agent shall not be a charge on and in no event shall be deducted from the Escrow Fund. Section 10. Reports. A. Each month until the termination of this Escrow Agreement, the Escrow Agent shall submit to the Authority a report covering all money it shall have received and all payments it shall have made or caused to be made hereunder during the preceding one-month period. Such report shall be subject to audit by the Authority or by such Independent Certified Public Accountant, as may be designated by the Authority. B. The last report shall be made at the time provided in Section 8 hereof. C. Each such report shall also list all Escrowed Securities and the amount of money accounted for in the Escrow Fund on the date of such report, except for the last report. Section 11. Character of Deposit. A. It is recognized that title to the Escrowed Securities and moneys accounted for in the Escrow Fund from time to time be vested in the Escrow Agent but subject always to the prior trust, charge and lien thereon of this Escrow Agreement in favor of the owners of the Refunded Bonds and the use thereof required to be made by the provisions hereof. B. The Escrow Agent shall hold all such securities and moneys in the Escrow Fund as special trust funds separate and wholly segregated from all other securities and funds of the Escrow Agent or deposited therein, and shall never commingle such securities or moneys with other securities or moneys. February 14, 2017 Contra Costa County Board of Supervisors 245 4817-8636-3968.3 6 C. No money paid into and accounted for in the Escrow Fund shall ever be considered as a banking deposit and the Escrow Agent shall have no right or title with respect thereto except in its capacity as Escrow Agent hereunder. Section 12. Exculpatory Provisions. A. The duties and responsibilities of the Escrow Agent are limited to those expressly and specifically stated in this Escrow Agreement. B. The Escrow Agent shall not be liable or responsible for any loss resulting from any investment or reinvestment made pursuant to this Escrow Agreement and made in compliance with the provisions hereof. The Escrow Agent shall not be liable or responsible for the accuracy of any calculations or the sufficiency of any Escrowed Securities, the Escrow Fund or any moneys held by it to meet the Refunding Requirements. C. No provision of this Escrow Agreement shall be construed to relieve the Escrow Agent from liability for its own negligent failure to act or its own willful misconduct. D. The Escrow Agent shall be under no obligation to inquire into or be in any way responsible for the performance or nonperformance by the Authority of any of its obligations, nor shall it be responsible in any manner for the recitals or statements contained herein or in the Refunded Bonds or any proceedings taken in connection therewith, such recitals and statements being made solely by the Authority. The Escrow Agent may conclusively rely on any opinion, written request, certificate, written direction or report of the Authority, any certified public accountant, financial advisor or investment bank delivered to it and received in good faith in connection with the transactions contemplated hereby. E. Nothing in this agreement shall be construed to create any obligations or liabilities on the part of the Escrow Agent to anyone other than the Authority and the holders of the Refunded Bonds. F. The Escrow Agent may at any time resign by giving thirty (30) days written notice to the Authority of such resignation. The Authority may remove the Escrow Agent at any time by giving thirty (30) days written notice to the Escrow Agent of such removal. The Authority shall promptly appoint a successor Escrow Agent by the resignation or removal date. Resignation or removal of the Escrow Agent will be effective only upon acceptance of appointment by a successor Escrow Agent and the transfer of escrowed assets over to the successor Escrow Agent. If the Authority does not appoint a successor, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Agent. After receiving a notice of resignation or giving notice of removal of an Escrow Agent, the Authority may appoint a temporary Escrow Agent to replace the resigning or removed Escrow Agent until the Authority appoints a successor Escrow Agent. Any such temporary Escrow Agent so appointed by the Authority shall immediately and without further act be superseded by the successor Escrow Agent so appointed; provided, that the successor Escrow Agent accepts such appointment and the escrowed assets are transferred over to the successor Escrow Agent. February 14, 2017 Contra Costa County Board of Supervisors 246 4817-8636-3968.3 7 G. The Authority, to the extent permitted by law, agrees to indemnify the Escrow Agent, its agents and its officers or employees for and hold the Escrow Agent, its agents, officers or employees harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel for the Escrow Agent) which may be imposed on, incurred by, or asserted against the Escrow Agent at any time by reason of the performance of its duties as Escrow Agent hereunder, in any transaction arising out of this Escrow Agreement or the Trust Agreement or any of the transactions contemplated herein or in the Trust Agreement, unless due to the Escrow Agent’s or its officers’ or employees’ or agents’ negligence or willful misconduct. Such indemnity shall survive the termination of this Escrow Agreement or resignation of the Escrow Agent. H. The Escrow Agent may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions and the opinion of such counsel shall be full and complete authorization in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Section 13. Time of Essence. Time shall be of the essence in the performance of the obligations from time to time imposed upon the Escrow Agent by this Escrow Agreement. Section 14. Amendments. This Escrow Agreement may not be revoked or amended by the parties hereto unless there shall first have been filed with the Authority and the Escrow Agent (i) a written opinion of nationally recognized bond counsel stating that such amendment will not adversely affect the tax-exempt status of interest on the Refunded Bonds or the Refunding Bonds under Section 103 of the Internal Revenue Code of 1986 and the regulations of the United States Department of the Treasury issued thereunder and (ii) unless such amendment is limited to (1) insertion of unintentionally omitted material, correction of mistakes or clarification of ambiguities, (2) pledging of additional legal security to the Refunded Bonds, or (3) providing for the deposit of additional cash and/or securities in the Escrow Fund, the written consent of all the owners of the Refunded Bonds then outstanding. Section 15. Successors. A. Whenever herein the Authority or the Escrow Agent is named or is referred to, such provision shall be deemed to include any successor of the Authority or the Escrow Agent, respectively, immediate or intermediate, whether so expressed or not. The successor Escrow Agent must be in place and the escrowed assets transferred over to it before the predecessor Escrow Agent is released. B. All of the stipulations, obligations and agreements by or on behalf of, and other provisions for the benefit of, the Authority or the Escrow Agent contained herein: (1) Shall bind and inure to the benefit of any such successor; and February 14, 2017 Contra Costa County Board of Supervisors 247 4817-8636-3968.3 8 (2) Shall bind and shall inure to the benefit of any officer, board, authority, agent or instrumentality to whom or to which there shall be transferred by or in accordance with law any right, power or duty of the Authority or the Escrow Agent, respectively, or of its successor. Section 16. Notices. All notices and communications hereunder shall be in writing and shall be deemed to be duly given if received or sent by first class mail to the following addresses or to such other address as the recipient thereof shall request in writing to the other party hereto: If to the Authority: County of Contra Costa Public Financing Authority County Administrator’s Office 651 Pine Street, 10th Floor Martinez, CA 94553-0063 Attn: County Finance Director If to the Escrow Agent: Wells Fargo Bank, National Association 1700 Lincoln Street, 10th Floor Denver, Colorado 80203-4500 Attn: Corporate Trust Services Section 17. Severability. If any section, paragraph, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 18. Law Governing. This Escrow Agreement is made in the State of California and is to be construed under the Constitution and laws of such State. Section 19. Counterparts. This Escrow Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. February 14, 2017 Contra Costa County Board of Supervisors 248 4817-8636-3968.3 S-1 IN WITNESS WHEREOF, the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY has caused this Escrow Agreement to be signed in its name by its duly authorized officer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, has caused this Escrow Agreement to be signed in its name by its duly authorized officer, all as of the day and year first above written. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: Deputy Executive Director WELLS FARGO BANK, NATIONAL ASSOCIATION, as Escrow Agent By: Authorized Officer February 14, 2017 Contra Costa County Board of Supervisors 249 4817-8636-3968.3 A-1 EXHIBIT A REFUNDING REQUIREMENTS February 14, 2017 Contra Costa County Board of Supervisors 250 4817-8636-3968.3 B-1 EXHIBIT B ESCROWED SECURITIES The following securities will be deposited into the Escrow Fund on [________], 2017: Initial Cash Deposit: $[______] February 14, 2017 Contra Costa County Board of Supervisors 251 4817-8636-3968.3 C-1 EXHIBIT C NOTICE OF DEFEASANCE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (REFUNDING AND VARIOUS CAPITAL PROJECTS), 2007 SERIES A AND COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (MEDICAL CENTER REFUNDING), 2007 SERIES B NOTICE IS HEREBY GIVEN to the owners of the above-referenced Bonds, issued by the County of Contra Costa Public Financing Authority (the “Authority”) pursuant to a trust agreement, dated as of February 1, 1999 (as supplemented and amended the “Trust Agreement”), between the Authority and Wells Fargo Bank, National Association (“Wells Fargo Bank”), as successor trustee, that the principal amount of Bonds identified below in the column labeled “Principal Amount Refunded” and maturing on the dates identified below (hereinafter referred to as the “Refunded Bonds”), have been defeased pursuant to section 10.01 of such Trust Agreement and pursuant to an Escrow Agreement, dated as of March 1, 2017 (the “Escrow Agreement”), by and between the Authority and Wells Fargo Bank, as trustee and escrow agent. Prior to June 1, 2017 identified below (the “Redemption Date”) interest on the Refunded Bonds will be paid in accordance with the provisions of the Trust Agreement from the escrow fund (the “Escrow Fund”) established pursuant to the Escrow Agreement. On the Redemption Date, the Refunded Bonds will be redeemed at the redemption price identified below of their principal amount, plus accrued interest thereon to the Redemption Date, such redemption price and accrued interest to be paid from the Escrow Fund on the Redemption Date. 2007 Series A Redemption Date: June 1, 2017 Redemption Price: 100% Maturity (June 1) Interest Rate CUSIP* (21226P) Principal Amount Outstanding Principal Amount Refunded 2018 4.00% GQ5 $11,430,000 $11,430,000 2019 4.00 MW5 10,275,000 10,275,000 2020 5.00 MX3 10,685,000 10,685,000 2021 5.00 MY1 11,220,000 11,220,000 2022 5.00 MZ8 10,105,000 10,105,000 2023 4.50 NB0 3,330,000 3,330,000 2023 4.75 NA2 7,265,000 7,265,000 2024 4.50 NC8 4,480,000 4,480,000 2025 4.75 ND6 4,685,000 4,685,000 2026 4.50 NE4 4,905,000 4,905,000 2027 4.50 NF1 4,330,000 4,330,000 2028 4.50 NG9 1,210,000 1,210,000 * Note: CUSIP numbers provided above are provided for the convenience of the owners of the Bonds. Neither the Authority nor Wells Fargo Bank, as trustee and escrow agent, is responsible for the accuracy or completeness of the CUSIP numbers. February 14, 2017 Contra Costa County Board of Supervisors 252 4817-8636-3968.3 C-2 2007 Series B Redemption Date: June 1, 2017 Redemption Price: 100% Maturity (June 1) Interest Rate Original CUSIP* (21226P) Principal Amount Outstanding Principal Amount Refunded 2017 5.00% HM3 $14,075,000 $14,075,000 2018 5.00 HN1 3,655,000 3,655,000 * Note: CUSIP numbers provided above are provided for the convenience of the owners of the Bonds. Neither the Authority nor Wells Fargo Bank, as trustee and escrow agent, is responsible for the accuracy or completeness of the CUSIP numbers. DATED: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Escrow Agent February 14, 2017 Contra Costa County Board of Supervisors 253 4817-8636-3968.3 D-1 EXHIBIT D NOTICE OF REDEMPTION COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (REFUNDING AND VARIOUS CAPITAL PROJECTS), 2007 SERIES A AND COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (MEDICAL CENTER REFUNDING), 2007 SERIES B NOTICE IS HEREBY GIVEN to the owners of the above-referenced Bonds, by Wells Fargo Bank, National Association, as Trustee for the County of Contra Costa Public Financing Authority (the “Authority”) that the Authority intends to exercise its option to redeem all outstanding maturities identified below at a redemption price equal to 100% (the “Redemption Price”), plus accrued interest thereon to June 1, 2017 (the “Redemption Date”). After the Redemption Date, interest on the Bonds shall cease to accrue. 2007 Series A Redemption Date: June 1, 2017 Redemption Price: 100% Date Dated Maturity (June 1) Interest Rate CUSIP* (21226P) Principal Amount Outstanding Principal Amount Refunded March 14, 2007 2018 4.00% GQ5 $11,430,000 $11,430,000 March 14, 2007 2019 4.00 MW5 10,275,000 10,275,000 March 14, 2007 2020 5.00 MX3 10,685,000 10,685,000 March 14, 2007 2021 5.00 MY1 11,220,000 11,220,000 March 14, 2007 2022 5.00 MZ8 10,105,000 10,105,000 March 14, 2007 2023 4.50 NB0 3,330,000 3,330,000 March 14, 2007 2023 4.75 NA2 7,265,000 7,265,000 March 14, 2007 2024 4.50 NC8 4,480,000 4,480,000 March 14, 2007 2025 4.75 ND6 4,685,000 4,685,000 March 14, 2007 2026 4.50 NE4 4,905,000 4,905,000 March 14, 2007 2027 4.50 NF1 4,330,000 4,330,000 March 14, 2007 2028 4.50 NG9 1,210,000 1,210,000 * Note: CUSIP numbers provided above are provided for the convenience of the owners of the Bonds. Neither the Authority nor Wells Fargo Bank, as trustee and escrow agent, is responsible for the accuracy or completeness of the CUSIP numbers. 2007 Series B Redemption Date: June 1, 2017 Redemption Price: 100% Date Dated Maturity (June 1) Interest Rate Original CUSIP* (21226P) Principal Amount Outstanding Principal Amount Refunded Aug. 7, 2007 2017 5.00% HM3 $14,075,000 $14,075,000 Aug. 7, 2007 2018 5.00 HN1 3,655,000 3,655,000 * Note: CUSIP numbers provided above are provided for the convenience of the owners of the Bonds. Neither the Authority nor Wells Fargo Bank, as trustee and escrow agent, is responsible for the accuracy or completeness of the CUSIP numbers. February 14, 2017 Contra Costa County Board of Supervisors 254 4817-8636-3968.3 D-2 Payment of the Redemption Price of the Refunded Bonds will become due and payable on the Redemption Date, and will be made upon presentation and surrender of the Refunded Bond at the following address: Registered/Certified Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9300-070 P.O. BOX 1517 Minneapolis, MN 55480 Air Courier: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9300-070 600 Fourth St South – 7th Floor Minneapolis, MN 55479 DATED: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Escrow Agent IMPORTANT NOTICE REGARDING TAX CERTIFICATION DOCUMENTATION AND POTENTIAL WITHHOLDING: Pursuant to U.S. federal tax laws, you have a duty to provide the required type of tax certification form to anyone making a payment to you that could constitute income or gross proceeds reportable to you. That tax certification documentation must be received by the Trustee (which includes the term “Withholding Agent” if you are a Nonresident Alien Individual or Foreign Entity) on or before the date of the payment, or the date on which the transaction is reportable on either IRS Form 1099 or IRS Form 1042-S even if no payment is made at that time. If you do not provide a valid tax certification form as required, the Trustee will be required to apply the maximum amount of withholding on that reportable payment. For example, if you are a U.S. taxpayer and do not provide a Form W-9 by the effective date of a merger, the trade date of a sale, the Redemption Date or Mandatory Tender Date or Tender Date or Conversion Date for a bond as the applicable term is defined in the Notice, or the payment date for interest or dividends, the Trustee is required to apply 28% backup withholding to the amount reportable as gross proceeds on a Form 1099-B, the interest amount reportable on a Form 1099-INT or the dividend amount reportable on a Form 1099-DIV. If you are a foreign person or entity, you are required to provide the applicable type of IRS Form W-8 by those aforementioned dates, and failure to do so can result in a 30% withholding rate being applied to the amount of the payment reportable on IRS Form 1042-S. February 14, 2017 Contra Costa County Board of Supervisors 255 4817-8636-3968.3 E-1 EXHIBIT E FEE SCHEDULE The one – time Escrow Agent Fee is [$_______]. February 14, 2017 Contra Costa County Board of Supervisors 256 4130012.01.12 4227807 CONTINUING COVENANT AGREEMENT dated as of March 1, 2017, among COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY COUNTY OF CONTRA COSTA and WELLS FARGO BANK, NATIONAL ASSOCIATION relating to $[Par Amount] COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (REFUNDING AND CAPITAL PROJECTS) 2017 SERIES A February 14, 2017 Contra Costa County Board of Supervisors 257 -i- TABLE OF CONTENTS SECTION HEADING PAGE ARTICLE I DEFINITIONS .................................................................................................2  Section 1.01. Certain Defined Terms ...........................................................................2  Section 1.02. Computation of Time Periods ..............................................................11  Section 1.03. Construction .........................................................................................11  Section 1.04. Accounting Terms and Determinations ...............................................11  Section 1.05. Relation to Other Documents; Acknowledgment of Different Provisions of Related Documents; Incorporation by Reference ..................................................................12  ARTICLE II PURCHASE OF BONDS ..................................................................................13  Section 2.01. Purchase of Bonds................................................................................13  ARTICLE III THE BORROWER’S OBLIGATIONS ................................................................13  Section 3.01. Payment Obligations ............................................................................13  Section 3.02. Default Rate .........................................................................................15  Section 3.03. Determination of Taxability .................................................................15  Section 3.04. Maximum Interest Rate........................................................................16  Section 3.06. Net of Taxes, Etc. .................................................................................17  Section 3.07. Obligations Absolute ...........................................................................18  Section 3.08. Funding Indemnity ...............................................................................18  Section 3.05. County’s Obligations Are Payable Pursuant to Terms of Facilities Lease .....................................................................................19  ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE OF BONDS ....................................19  Section 4.01. Documentary Requirements .................................................................19  Section 4.02. Litigation ..............................................................................................21  Section 4.03. Other Matters .......................................................................................22  Section 4.04. Payment of Fees and Expenses ............................................................22  ARTICLE V REPRESENTATIONS AND WARRANTIES ........................................................22  Section 5.01. Existence and Power; Tax Status .........................................................22  Section 5.01. Existence and Power; Tax Status .........................................................28  ARTICLE VI COVENANTS OF THE BORROWER .................................................................32  Section 6.01. Existence, Etc .......................................................................................32  Section 6.02. Maintenance of Properties ...................................................................32  Section 6.03. Compliance with Laws; Taxes and Assessments .................................33  Section 6.04. Insurance ..............................................................................................33  Section 6.05. Reports .................................................................................................33  February 14, 2017 Contra Costa County Board of Supervisors 258 -ii- Section 6.06. Maintenance of Books and Records ....................................................35  Section 6.07. Access to Books and Records ..............................................................35  Section 6.08. Compliance With Documents ..............................................................35  Section 6.10. Further Assurances...............................................................................36  Section 6.11. No Impairment .....................................................................................37  Section 6.12. Application of Bond Proceeds .............................................................37  Section 6.13. Trustee..................................................................................................37  Section 6.12. Limitation on Voluntary Liens .............................................................37  Section 6.15. Related Documents ..............................................................................37  Section 6.17. Conversions and Redemptions .............................................................37  Section 6.18. Disclosure to Participants, Purchaser Transferees and Non-Purchaser Transferees ..................................................................37  Section 6.19. Other Agreements ................................................................................38  Section 6.20. Immunity from Jurisdiction .................................................................38  Section 6.21. Swap Contracts ....................................................................................38  Section 6.22. Budget and Appropriation ....................................................................39  Section 6.23. Use of Purchaser’s Name .....................................................................39  Section 6.24. Maintenance of Tax-Exempt Status of Bonds .....................................39  Section 6.25. ERISA ..................................................................................................39  Section 6.26. Investment Policy.................................................................................39  Section 6.27. Environmental Laws ............................................................................39  Section 6.28. Federal Reserve Board Regulations .....................................................40  Section 6.29. Underlying Rating ................................................................................40  Section 6.30. Repayment of Purchaser ......................................................................40  Section 6.31. Disaster Relief ......................................................................................40  Section 6.32. Voluntary Rent Abatement ..................................................................41  Section 6.33. Operation and Maintenance of the Project ...........................................41  Section 6.34. Compliance with Laws; Taxes and Assessments .................................41  Section 6.35. Fair Rental Value .................................................................................41  Section 6.36. Substitution or Removal of Property ...................................................41  ARTICLE VII EVENTS OF DEFAULT ..................................................................................42  Section 7.01. Events of Default .................................................................................42  Section 7.02. Consequences of an Event of Default ..................................................45  Section 7.03. Remedies Cumulative; Solely for the Benefit of Purchaser ..............................................................................................45  Section 7.04. Waivers or Omissions ..........................................................................46  Section 7.05. Discontinuance of Proceedings ............................................................46  ARTICLE VIII INDEMNIFICATION .......................................................................................46  Section 8.01. Indemnification ....................................................................................46  Section 8.02. Survival ................................................................................................47  ARTICLE IX MISCELLANEOUS ........................................................................................47  Section 9.01. Patriot Act Notice ................................................................................47  February 14, 2017 Contra Costa County Board of Supervisors 259 -iii- Section 9.02. Further Assurances...............................................................................47  Section 9.03. Amendments and Waivers; Enforcement ............................................48  Section 9.04. No Implied Waiver; Cumulative Remedies .........................................48  Section 9.05. Notices .................................................................................................48  Section 9.06. Right of Setoff......................................................................................49  Section 9.07. No Third-Party Rights..........................................................................50  Section 9.08. Severability ..........................................................................................50  Section 9.09. Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial .............................................................................50  Section 9.10. Arbitration ............................................ Error! Bookmark not defined.  Section 9.11. Prior Understandings ...........................................................................51  Section 9.12. Duration ...............................................................................................51  Section 9.13. Counterparts .........................................................................................51  Section 9.14. Successors and Assigns ........................................................................51  Section 9.15. No Advisory or Fiduciary Responsibility ............................................53  Section 9.16. Headings ..............................................................................................54  Section 9.17. Electronic Signatures ...........................................................................54  EXHIBITS EXHIBIT A – FORM OF COMPLIANCE CERTIFICATE EXHIBIT B – BREAKAGE FEE CALCULATION February 14, 2017 Contra Costa County Board of Supervisors 260 CONTINUING COVENANT AGREEMENT THIS CONTINUING COVENANT AGREEMENT, dated as of March 1, 2017 (as amended, supplemented, modified or restated from time to time, this “Agreement”), among the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority duly created by and existing under the laws of the State of California (the “Authority”), the COUNTY OF CONTRA COSTA, body corporate and politic and political subdivision of the State of California (the “County”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association. R ECITALS WHEREAS, the Authority is issuing its Lease Revenue Bonds (Refunding and Capital Projects) 2017 Series A (the “Bonds”) pursuant to a Trust Agreement dated as of March 1, 2017 (as the same may be amended, supplemented, modified or restated in accordance with the terms thereof and hereof, the “Trust Agreement”), between the Authority and Wells Fargo Bank, National Association, as trustee (the “Trustee”); and WHEREAS, the Authority has previously issued its Lease Revenue Bonds (Refunding and Various Capital Projects) 2007 Series A, its Lease Revenue Bonds (Medical Center Refunding) 2007 Series B and its Lease Revenue Bonds (Capital Projects Program) 2009 Series A (collectively, the “Refunded Bonds”) to assist the County in financing certain capital projects and to refund certain outstanding bonds issued for the benefit of the County. WHEREAS, the County wishes to cause the refunding of the Refunded Bonds and to finance certain capital projects. WHEREAS, pursuant to the terms of the hereinafter defined Site Lease, the County has leased to the Authority the Facilities (as hereinafter defined). WHEREAS, pursuant to the terms of the hereinafter defined Facilities Lease, the Authority has subleased to the County the Facilities. WHEREAS, the principal of and interest on the Bonds will be payable from the Base Rental Payments (as hereinafter defined) made by the County to the Authority pursuant to the terms of the Facilities Lease and the Authority has assigned its rights to receive such Base Rental Payments to the Trustee; WHEREAS, the Purchaser has agreed to purchase the Bonds, and as a condition to such purchase, the Purchaser has required the County and the Authority to enter into this Agreement. NOW, THEREFORE, to induce the Purchaser to purchase the Bonds, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the County, the Authority and the Purchaser hereby agree as follows: February 14, 2017 Contra Costa County Board of Supervisors 261 -2- ARTICLE I DEFINITIONS Section 1.01. Certain Defined Terms. In addition to the terms defined in the recitals and elsewhere in this Agreement, the Trust Agreement and the Facilities Lease, the following terms shall have the following meanings: “1933 Act” means the Securities Act of 1933, as amended. “Additional Payments” has the meaning set forth in the Facilities Lease. “Affiliate” means, with respect to any Person, any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person. A Person shall be deemed to control another Person for the purposes of this definition if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise. “Agreement” has the meaning set forth in the introductory paragraph hereof. “Anti-Terrorism Laws” has the meaning set forth in Section 5.01(aa) hereof. “Applicable Law” means (a) all applicable common law and principles of equity and (b) all applicable provisions of all (i) constitutions, statutes, rules, regulations and orders of all Governmental Authorities, (ii) Governmental Approvals and (iii) orders, decisions, judgments, writs, injunctions and decrees of all courts (whether at law or in equity) and arbitrators. “Authority” has the meaning set forth in the introductory paragraph hereof. “Authority Representative” means any person authorized from time to time in writing by the Authority, or its successors and assigns, to perform a designated act or execute a designated document. “Bank Agreement” means any credit agreement, liquidity agreement, standby bond purchase agreement, reimbursement agreement, direct purchase agreement, bond purchase agreement, or other agreement or instrument (or any amendment, supplement or other modification thereof) under which, directly or indirectly, any Person or Persons undertake(s) to make or provide funds to make payment of, or to purchase or provide credit enhancement for bonds or notes issued by or on behalf of the County. “Base Rate” means, for any day, a fluctuating rate of interest per annum equal to the greatest of (i) the Prime Rate in effect at such time plus one percent (1.0%), (ii) the Federal Funds Rate in effect at such time plus two percent (2.0%), and (iii) seven percent (7.0%). “Base Rental Payments” has the meaning set forth in the Facilities Lease. February 14, 2017 Contra Costa County Board of Supervisors 262 -3- “Bond Counsel” means Nixon Peabody LLP or any other firm of attorneys nationally recognized on the subject of tax-exempt municipal finance selected by the County. “Bondholder” means the Purchaser and each Purchaser Transferee or Non-Purchaser Transferee pursuant to Section 9.13 hereof so long as such Purchaser Transferee or Non-Purchaser Transferee is an owner of Bonds. “Bonds” has the meaning set forth in the recitals hereof. “Breakage Fee” has the meaning set forth in Section 3.07 hereof. “Business Day” means a day which is not (a) a Saturday, Sunday or legal holiday on which banking institutions in San Francisco, California or New York, New York or the states where the principal corporate office of the County or the principal corporate trust office of the Trustee is located are authorized by law to close, (b) a day on which the New York Stock Exchange or the Federal Reserve Bank is closed or (c) a day on which the principal office of the Purchaser is closed. “Code” means the Internal Revenue Code of 1986, as amended, and, where appropriate any statutory predecessor or any successor thereto. “Compliance Certificate” means a certificate substantially in form of Exhibit A hereto. “Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the County or the Authority, as applicable, are treated as a single employer under Section 414 of the Code. “County” has the meaning set forth in the introductory paragraph hereof. “County Representative” means any person authorized from time to time in writing by the County, or its successors and assigns, to perform a designated act or execute a designated document. “Cross-Default Parity Debt” means any Debt (solely to the extent described in subparagraphs (a), (b) or (e) of the definition of Debt) of the County (including, without limitation, lease revenue bonds and certificates of participation) or issued on behalf of the County that is payable directly from, and rated based on, the County’s general fund. “Debt” of any Person means at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person as lessee under capital leases, (d) all Guarantees by such Person of Debt of other Persons, (e) the maximum amount of all direct obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments and (f) all obligations of such Person under any Swap Contract. February 14, 2017 Contra Costa County Board of Supervisors 263 -4- “Default” means any event or condition which, with notice, the passage of time or any combination of the foregoing, would constitute an Event of Default. “Default Rate” means, for any day, a rate of interest per annum equal to the sum of the Base Rate in effect on such day plus three percent (3.0%). “Determination of Taxability” means and shall be deemed to have occurred on the first to occur of the following: (i) the date on which the County or the Authority files any statement, supplemental statement or other tax schedule, return or document which discloses that an Event of Taxability shall have in fact occurred; (ii) the date on which the Bondholder or any former Bondholder notifies the Authority and the County that it has received a written opinion by a nationally recognized firm of attorneys of substantial expertise on the subject of tax-exempt municipal finance to the effect that an Event of Taxability shall have occurred unless, within one hundred eighty (180) days after receipt by the County and the Authority of such notification from the Bondholder or any former Bondholder, the County or the Authority shall deliver to the Bondholder and any former Bondholder (A) the opinion of another nationally recognized firm of attorneys of substantial expertise on the subject of tax-exempt municipal finance to the effect that no Event of Taxability has occurred, or (B) a ruling or determination letter issued to or on behalf of the County or the Authority by the Commissioner of the Internal Revenue Service or the Director of Tax-Exempt Bonds of the Tax-Exempt and Government Entities Division of the Internal Revenue Service (or any other government official exercising the same or a substantially similar function from time to time) to the effect that, after taking into consideration such facts as form the basis for the opinion that an Event of Taxability has occurred, an Event of Taxability shall not have occurred; (iii) the date on which the Authority or the County shall be advised in writing by the Commissioner of the Internal Revenue Service or the Director of Tax-Exempt Bonds of the Tax-Exempt and Government Entities Division of the Internal Revenue Service (or any other government official exercising the same or a substantially similar function from time to time, including an employee subordinate to one of these officers who has been authorized to provide such advice) that, based upon filings of the County and/or the Authority, or upon any review or audit of the County and/or the Authority or upon any other ground whatsoever, an Event of Taxability shall have occurred; or (iv) the date on which the County and/or the Authority shall receive notice from the Bondholder or any former Bondholder that the Internal Revenue Service (or any other government official or agency exercising the same or a substantially similar function from time to time) has assessed as includable in the gross income of such Bondholder or such former Bondholder the interest on the Bonds due to the occurrence of an Event of Taxability; February 14, 2017 Contra Costa County Board of Supervisors 264 -5- provided, however, no Determination of Taxability shall occur under subparagraph (iii) or (iv) hereunder unless the County has been afforded the opportunity, at its expense, to contest any such assessment, and, further, no Determination of Taxability shall occur until such contest, if made, has been finally determined; provided further, however, that upon demand from the Bondholder or former Bondholder, the Authority shall promptly reimburse, as Additional Payments, but solely from payments made by the County, such Bondholder or former Bondholder for any payments, including any taxes, interest, penalties or other charges, such Bondholder (or former Bondholder) shall be obligated to make as a result of the Determination of Taxability. “DTC” means The Depository Trust Company. “Effective Date” means March [__], 2017 subject to the satisfaction or waiver by the Purchaser of all of the conditions precedent set forth in Article IV hereof. “EMMA” means Electronic Municipal Market Access as provided by the Municipal Securities Rulemaking Board. “Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, and regulations thereunder, in each case as in effect from time to time. References to Sections of ERISA shall be construed also to refer to any successor Sections. “Event of Default” with respect to this Agreement has the meaning set forth in Section 7.01 hereof and, with respect to any Related Document, has the meaning set forth therein. “Event of Taxability” means the occurrence or existence of any fact, event or circumstance resulting from the taking of any action by the County or the Authority, or the failure to take any action by the County or the Authority, or the making by the County or the Authority of any misrepresentation herein or in any certificate required to be given in connection with the issuance, sale or delivery of the Bonds which has the effect of causing interest paid or payable on the Bonds to become includable, in whole or in part, in the gross income of the Bondholder or any former Bondholder for federal income tax purposes. “Excess Interest Amount” has the meaning set forth in Section 3.04 hereof. “Excluded Taxes” means, with respect to the Purchaser or any Bondholder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes February 14, 2017 Contra Costa County Board of Supervisors 265 -6- imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which the Purchaser or such Bondholder is organized or in which its principal office is located, and (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Purchaser is located. “Executive Order” has the meaning set forth in Section 5.01(aa) hereof. “Facilities” has the meaning set forth in the Facilities Lease. “Facilities Lease” means the lease, entitled “Facilities Lease” by and between the County and the Authority, dated as of March 1, 2017, which facilities lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on [________] as document No. [_________], as originally executed and recorded or as it may from time to time be amended, supplemented, modified or restated pursuant to the provisions hereof and thereof. “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that: (a) if such day is not a Business Day, then the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day; and (b) if no such rate is so published on such next succeeding Business Day, then the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of one-hundredth of one percent) charged to Well Fargo Bank, National Association on such day on such transactions as determined by Well Fargo Bank, National Association. Notwithstanding anything herein to the contrary, if the Federal Funds Rate as determined as provided above would be less than zero percent (0.0%), then the Federal Funds Rate shall be deemed to be zero percent (0.0%). “Fiscal Year” means the twelve-month period from July 1 through the following June 30. “Fitch” means Fitch, Inc., and any successor rating agency. “FRB” means the Board of Governors of the Federal Reserve System of the United States, together with any successors thereof. “Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, statements and pronouncements of the Financial Accounting Standards Board (or any successor authority) and statements and pronouncements of the Governmental Accounting Standards Board (or any successor authority), in each case in effect from time to time in the United States and applicable to entities such as the County. February 14, 2017 Contra Costa County Board of Supervisors 266 -7- “Governmental Approval” means an authorization, consent, approval, permit, license, a registration or filing with any Governmental Authority. “Governmental Authority” means the government of the United States of America or any other nation or any political subdivision thereof or any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any governmental entity or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or European Central Bank), or any arbitrator, mediator or other Person with authority to bind a party at law. “Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Debt or other obligation of any other Person, whether or not such Debt or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Debt to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. “Indemnified Taxes” means Taxes other than Excluded Taxes. “Indemnitee” has the meaning set forth in Section 8.01 hereof. “Investment Policy” means the investment policy of the County delivered to the Purchaser pursuant to Section 4.01(a)(vi) hereof. “Investor Letter” has the meaning set forth in Section 9.13(c) hereof. “Law” means any treaty or any federal, regional, state and local law, statute, rule, ordinance, regulation, code, license, authorization, decision, injunction, interpretation, order or decree of any court or other Governmental Authority. February 14, 2017 Contra Costa County Board of Supervisors 267 -8- “Lease Payments” means, collectively, the Base Rental Payments and the Additional Payments. “Liabilities” has the meaning set forth in Section 8.01 hereof. “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). “Majority Bondholder” means the Bondholders with a majority of the aggregate principal amount of Bonds from time to time. As of the Effective Date, Wells Fargo Bank, National Association shall be the Majority Bondholder. “Margin Stock” has the meaning ascribed to such term in Regulation U promulgated by the FRB, as now and hereafter from time to time in effect. “Material Adverse Effect” means: (a) a material adverse change in the financial condition of the County; (b) a material impairment of the ability of the County or the Authority to perform its respective obligations under any Related Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the County or the Authority of any Related Document to which it is a party. “Maximum Annual Rent” means, for each Rental Payment Period, [$____________] or, if the fair rental value of the Facilities has changed after the Effective Date, including through the release of Facilities pursuant to Section 2.02 of the Facilities Lease or the substitution, release or addition of real property pursuant to Section 2.03 of the Facilities Lease, the fair rental value of the Facilities for such Rental Payment Period as determined by a written appraisal of an independent appraiser or as otherwise reasonably determined by the County in accordance with the Facilities Lease. “Maximum Interest Rate” means the maximum rate of interest on the relevant obligation permitted by applicable law. “Moody’s” means Moody’s Investors Service, Inc. and any successor rating agency. “Non-Purchaser Transferee” has the meaning set forth in Section 9.13(c) hereof. “Obligations” means all amounts payable by the County and/or the Authority, and all other obligations to be performed by the County and/or the Authority, pursuant to this Agreement and the other Related Documents (including any amounts to reimburse the Purchaser for any advances or expenditures by it under any of such documents). “OFAC” has the meaning set forth in Section 5.01(aa) hereof. February 14, 2017 Contra Costa County Board of Supervisors 268 -9- “Other Taxes” has the meaning set forth in Section 3.05(a) hereof. “Parity Debt” means any Debt of the County (including, without limitation, lease revenue bonds and certificates of participation) or issued on behalf of the County that is payable directly from, and rated based on, the County’s general fund. “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56 (signed into law October 26, 2001). “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto. “Permitted Encumbrances” has the meaning set forth in the the Trust Agreement. “Person” means any individual, corporation, not for profit corporation, partnership, limited liability company, joint venture, association, professional association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other form of entity. “Plan” means, with respect to the County or the Authority, as applicable, at any time, an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained, or has within the preceding five plan years been maintained, by a member of the Controlled Group for employees of a member of the Controlled Group of which the County or the Authority, as applicable, is a part, (ii) is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group of which the County or the Authority, as applicable, is a part is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions. “Prime Rate” means on any day, the rate of interest per annum then most recently established by the Purchaser as its “prime rate.” Any such rate is a general reference rate of interest, may not be related to any other rate, and may not be the lowest or best rate actually charged by the Purchaser to any customer or a favored rate and may not correspond with future increases or decreases in interest rates charged by other lenders or market rates in general, and that the Purchaser may make various business or other loans at rates of interest having no relationship to such rate. If the Purchaser ceases to establish or publish a prime rate from which the Prime Rate is then determined, the applicable variable rate from which the Prime Rate is determined thereafter shall be instead the prime rate reported in The Wall Street Journal (or the average prime rate if a high and a low prime rate are therein reported), and the Prime Rate shall change without notice with each change in such prime rate as of the date such change is reported. Notwithstanding anything herein to the contrary, if the Prime Rate determined as provided above would be less than zero percent (0.0%), then the Prime Rate shall be deemed to be zero percent (0.0%). February 14, 2017 Contra Costa County Board of Supervisors 269 -10- “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, whether now owned or hereafter acquired. “Purchase Price” has the meaning set forth in Section 2.01(a) hereof. “Purchaser” means, initially, Wells Fargo Bank, National Association, a national banking association, and its successors and assigns, and upon the receipt from time to time by the Trustee and the County of a notice described in Section 9.13(a) from time to time means the Person designated in such notice as the Purchaser, as more fully provided in Section 9.13(a) hereof. “Purchaser Affiliate” means the Purchaser and any Affiliate of the Purchaser, and includes, without limitation, Wells Fargo Municipal Capital Strategies, LLC and Wells Fargo Securities (a trade name). “Purchaser Transferee” has the meaning set forth in Section 9.13(b) hereof. “Rating Agency” means any of S&P, Moody’s and Fitch, as applicable. “Related Documents” means this Agreement, the Trust Agreement, the Bonds, the Site Lease, the Facilities Lease and any exhibits, schedules, instruments or agreements relating thereto, as the same may be amended, modified or supplemented in accordance with the terms thereof and hereof. “Rental Payment Period” has the meaning set forth in the Facilities Lease. “Revenues” has the meaning set forth in the Trust Agreement. “S&P” means S&P Global Ratings, and any successor rating agency. “Site Lease” means the lease, entitled “Site Lease,” by and between the County and the Authority, dated as of March 1, 2017, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on [________] as document No. [_________], as originally executed and recorded or as it may from time to time be amended, supplemented, modified or restated pursuant to the provisions hereof and thereof. “State” means the State of California. “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), February 14, 2017 Contra Costa County Board of Supervisors 270 -11- whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. “Taxable Date” means the date on which interest on the Bonds is first includable in gross income of the Bondholder (including, without limitation, any previous Bondholder) thereof as a result of an Event of Taxability as such a date is established pursuant to a Determination of Taxability. “Taxable Period” has the meaning set forth in Section 3.03 hereof. “Taxable Rate” means, for each day during a Taxable Period, a rate of interest per annum equal to the product of (i) the interest rate on the Bonds for such day and (ii) 1.54. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto. “Title Company” means First American Title Insurance Company. “Trustee” has the meaning set forth in the recitals hereof. “Trust Agreement” has the meaning set forth in the recitals hereof. Section 1.02. Computation of Time Periods. In this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” Section 1.03. Construction. Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, to the singular include the plural and to the part include the whole. The word “including” shall be deemed to mean “including but not limited to,” and “or” has the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The Section headings contained in this Agreement and the table of contents preceding this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation thereof in any respect. Section, subsection and exhibit references are to this Agreement unless otherwise specified. Section 1.04. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder February 14, 2017 Contra Costa County Board of Supervisors 271 -12- shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP. If, after the Effective Date, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.05 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the County, the Authority or the Purchaser may by notice to the other party hereto, require that the Purchaser and the County and the Authority negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the County shall be the same as if such change had not been made. No delay by the County, the Authority or the Purchaser in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 1.04, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Section 1.05. Relation to Other Documents; Acknowledgment of Different Provisions of Related Documents; Incorporation by Reference. (a) Nothing in this Agreement shall be deemed to amend, or relieve the County or the Authority of its respective obligations under, any Related Document to which they are a party. Conversely, to the extent that the provisions of any Related Document allow the County or the Authority to take certain actions, or not to take certain actions, with regard for example to permitted liens, transfers of assets, maintenance of financial ratios and similar matters, the County and the Authority nevertheless shall be fully bound by the provisions of this Agreement. (b) Except as provided in subsection (c) of this Section 1.05, all references to other documents shall be deemed to include all amendments, modifications and supplements thereto to the extent such amendment, modification or supplement is made in accordance with the provisions of such document and this Agreement. (c) All provisions of this Agreement making reference to specific Sections of any Related Document shall be deemed to incorporate such Sections into this Agreement by reference as though specifically set forth herein (with such changes and modifications as may be herein provided) and shall continue in full force and effect with respect to this Agreement notwithstanding payment of all amounts due under or secured by the Related Documents, the termination or defeasance thereof or any amendment thereto or any waiver given in connection therewith, so long as this Agreement is in effect and until all Obligations are paid in full. No amendment, modification, consent, waiver or termination with respect to any of such Sections shall be effective as to this Agreement until specifically agreed to in writing by the parties hereto with specific reference to this Agreement. February 14, 2017 Contra Costa County Board of Supervisors 272 -13- ARTICLE II PURCHASE OF BONDS Section 2.01. Purchase of Bonds. (a) Purchase Price. Upon the conditions set forth in Article IV hereof and based on the representations, warranties and covenants of the County and the Authority set forth in the Trust Agreement, the Facilities Lease and herein, the Purchaser hereby agrees to purchase from the Authority and the Authority agrees to sell to the Purchaser, all, but not less than all, of the Bonds at par in an aggregate principal amount equal to [$Par Amount] for the Bonds (the “Purchase Price”). (b) Closing. On the Effective Date, the County and the Authority shall deliver to the Purchaser the documents described in Article IV hereof. Upon delivery of such documents and the satisfaction or waiver by the Purchaser of the conditions precedent set forth in Article IV hereof, the Purchaser will pay the full Purchase Price in immediately available federal funds payable to the Trustee on behalf of the County and the Authority. One fully registered Bond, in the aggregate principal amount equal to the applicable Purchase Price, shall be issued to and registered in the name of Cede & Co., nominee for DTC, as securities depository, and the beneficial interests in the Bonds so registered will be credited to such accounts with DTC as the Purchaser shall designate. ARTICLE III THE COUNTY’S AND AUTHORITY’S OBLIGATIONS Section 3.01. Payment Obligations. (a) The County or the Authority, as applicable, hereby unconditionally, irrevocably and absolutely agrees to make prompt and full payment of all payment obligations owed to the Purchaser under the Related Documents, and to pay any other Obligations owing to the Purchaser whether now existing or hereafter arising, irrespective of their nature, whether direct or indirect, absolute or contingent, with interest thereon at the rate or rates provided in such Related Documents and under such Obligations. February 14, 2017 Contra Costa County Board of Supervisors 273 -14- (b) The principal and interest on the Bonds is due and payable on each mandatory sinking fund payment date and on the maturity date in accordance with the Trust Agreement. In the event the Bondholders have not received all payments on the Bonds due on each mandatory sinking fund payment date and on the maturity date in accordance with the Trust Agreement, it shall constitute an Event of Default hereunder and under the Trust Agreement and the County and/or the Authority shall pay or cause to be paid to the Bondholders interest on the unpaid principal amount of such Bonds from such mandatory sinking fund payment date or the maturity date, as applicable, until the date all such Bonds are paid in full at a rate per annum equal to the Default Rate, payable on demand. The Bonds shall mature on the maturity date in accordance with the Trust Agreement unless, prior to such date, the Bonds are accelerated pursuant to the Trust Agreement due to an Event of Default or the Bonds are redeemed or otherwise prepaid in full prior to such date at the option of the Corporation in accordance with the Trust Agreement and Section 6.17(b) herein. Any optional redemption or prepayment shall be subject to Section 3.07 hereof. (c) The County and/or the Authority, as applicable, shall pay to the Purchaser, as Additional Payments, within thirty (30) days after demand: (i) if an Event of Default shall have occurred, all costs and expenses of the Purchaser in connection with the enforcement (whether by means of legal proceedings or otherwise) of any of its rights under this Agreement, the other Related Documents and such other documents which may be delivered in connection therewith; (ii) a fee for each amendment to this Agreement or any other Related Document or any consent or waiver by the Purchaser with respect to any Related Document, in each case, in a minimum amount of $2,500 plus the reasonable fees and expenses of counsel to the Purchaser; (iii) the reasonable fees and out-of-pocket expenses for counsel or other reasonably required consultants to the Purchaser in connection with advising the Purchaser as to its rights and responsibilities under this Agreement and the other Related Documents in connection with responding to requests from the County or the Authority for approvals, consents and waivers; and (iv) any amounts advanced by or on behalf of the Purchaser to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or any Related Document, together with interest at the Default Rate. In addition, if at any time any Governmental Authority shall require revenue or other documentary stamps or any other tax in connection with the execution or delivery of this Agreement or other Related Documents, then, if the County and/or the Authority lawfully may pay for such stamps, taxes or fees, the County and/or the Authority, as applicable, shall pay as Additional Payments, when due and payable, for all such stamps, taxes and fees, including interest and penalties thereon, and the County and the Authority agree to save the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay of the February 14, 2017 Contra Costa County Board of Supervisors 274 -15- County and/or the Authority in paying, or omission of the County and/or the Authority to pay, such stamps, taxes and fees hereunder. Section 3.02. Default Rate. Upon the occurrence and during the continuance of an Event of Default, the Obligations shall bear interest at the Default Rate, which shall be payable by the Authority to each Bondholder (or, if applicable, the Purchaser) upon demand therefor and be calculated on the basis of a 360-day year and actual days elapsed. Notwithstanding anything to the contrary herein, upon a Determination of Taxability, the Obligations shall bear interest at the Taxable Rate rather than the Default Rate, and, together with Section 3.03 hereof, shall be the sole remedies for a breach of Section 6.24 hereof; provided that if any other Event of Default shall have occurred and be continuing (other than as a result of a breach of Section 6.24 hereof), the Obligations shall bear interest at the Default Rate. Section 3.03. Determination of Taxability. (i) In the event a Determination of Taxability occurs, to the extent not payable to each Bondholder (or to the Purchaser for the period that it was the Bondholder of any of the Bonds) under the terms of the Trust Agreement and the Bonds, the County and/or the Authority, as applicable, hereby agrees to pay as Additional Payments to the Authority or each Bondholder (or, if applicable, the Purchaser), as required pursuant to the terms of the Facilities Lease, on demand therefor (1) an amount equal to the difference between (A) the amount of interest that would have been paid to such Bondholder (or, if applicable, the Purchaser) on the Bonds during the period for which interest on the Bonds is included in the gross income of such Bondholder (or, if applicable, the Purchaser) if the Bonds had borne interest at the Taxable Rate, beginning on the Taxable Date (the “Taxable Period”), and (B) the amount of interest actually paid to the Bondholder (or, if applicable, the Purchaser) during the Taxable Period, and (2) an amount equal to any interest, penalties or charges owed by such Bondholder (or, if applicable, the Purchaser) as a result of interest on the Bonds becoming included in the gross income of such Bondholder (or, if applicable, the Purchaser), together with any and all attorneys’ fees, court costs, or other out-of-pocket costs incurred by such Bondholder (or, if applicable, the Purchaser) in connection therewith; (ii) Subject to the provisions of clause (iii) below, such Bondholder (or, if applicable, the Purchaser) shall afford the County and/or the Authority the opportunity, at its sole cost and expense, to contest any challenge to the validity of the tax exemption with respect to the interest on the Bonds, including the right to direct the necessary litigation contesting such challenge (including administrative audit appeals); provided that, in no event shall a Bondholder be required to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the County and/or the Authority or any other Person; and (iii) As a condition precedent to the exercise by the County and/or the Authority of its right to contest set forth in clause (ii) above, the County and/or the Authority, as applicable, shall, on demand, immediately reimburse such Bondholder (or, if applicable, the Purchaser), as Additional Payments, for any and all expenses (including attorneys’ fees for services that may be required or desirable, as determined by such Bondholder (or, if applicable, the Purchaser) in its sole discretion) that may be incurred by the Bondholder (or, if applicable, the Purchaser) in connection with any such contest, and shall, on demand, immediately reimburse the Bondholder (or, if applicable, the Purchaser) for any and all penalties or other charges payable by such February 14, 2017 Contra Costa County Board of Supervisors 275 -16- Bondholder (or, if applicable, the Purchaser) for failure to include such interest in its gross income. Section 3.04. Maximum Interest Rate. (i) If the amount of interest payable for any period in accordance with the terms hereof or the Bonds exceeds the amount of interest that would be payable for such period had interest for such period been calculated at the Maximum Interest Rate, then interest for such period shall be payable in an amount calculated at the Maximum Interest Rate. (ii) Any interest that would have been due and payable for any period but for the operation of the immediately preceding subclause (i) shall accrue and be payable as provided in this subclause (ii) and shall, less interest actually paid to each Bondholder for such period, constitute the “Excess Interest Amount.” If there is any accrued and unpaid Excess Interest Amount as of any date, then the principal amount with respect to which interest is payable shall bear interest at the Maximum Interest Rate until payment to each Bondholder of the entire Excess Interest Amount. (iii) Notwithstanding the foregoing, on the date on which no principal amount with respect to the Bonds remains unpaid, the County and/or the Authority, as applicable, shall pay to each Bondholder as Additional Payments a fee equal to any accrued and unpaid Excess Interest Amount. February 14, 2017 Contra Costa County Board of Supervisors 276 -17- Section 3.05. Net of Taxes, Etc. (a) Any and all payments to the Purchaser or any Bondholder by the County and/or the Authority hereunder or with respect to the Bonds shall be made free and clear of and without deduction or withholding for any and all Indemnified Taxes. If the County and/or the Authority shall be required by law to deduct or withhold any Indemnified Taxes imposed by the United States of America or any political subdivision thereof from or in respect of any sum payable hereunder or with respect to the Bonds, then (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Purchaser or such Bondholder receives an amount equal to the sum it would have received had no such deductions been made, (ii) the County and/or the Authority, as applicable, shall make such deductions and (iii) the County and/or the Authority, as applicable, shall timely pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If the County and/or the Authority shall make any payment under this Section to or for the benefit of the Purchaser or such Bondholder with respect to Indemnified Taxes and if the Purchaser or such Bondholder shall claim any credit or deduction for such Indemnified Taxes against any other taxes payable by the Purchaser or such Bondholder to any taxing jurisdiction in the United States of America then the Purchaser or such Bondholder shall pay to the County and/or the Authority, as applicable, an amount equal to the amount by which such other taxes are actually reduced; provided, that the aggregate amount payable by the Purchaser or such Bondholder pursuant to this sentence shall not exceed the aggregate amount previously paid by the County and/or the Authority with respect to such Indemnified Taxes. In addition, the County and/or the Authority, as applicable, agree to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of the United States of America or any state of the United States from any payment made hereunder or under the Bonds or from the execution or delivery of this Agreement or the Bonds, or otherwise with respect to this Agreement or the Bonds (hereinafter referred to as “Other Taxes”). The Purchaser or such Bondholder shall provide to the County and the Authority within a reasonable time a copy of any written notification it receives with respect to Indemnified Taxes or Other Taxes owing by the County and/or the Authority to the Purchaser or such Bondholder hereunder; provided, that the Purchaser or such Bondholder’s failure to send such notice shall not relieve the County and/or the Authority, as applicable, of its obligation to pay such amounts hereunder. (b) The County and/or the Authority, as applicable, shall, to the fullest extent permitted by law and subject to the provisions hereof, pay the Purchaser or such Bondholder for the full amount of Indemnified Taxes and Other Taxes, as Additional Payments, including any Indemnified Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section paid by the Purchaser or such Bondholder or any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted; provided, that the County and/or the Authority, as applicable, shall not be obligated to pay the Purchaser or such Bondholder for any penalties, interest or expenses relating to Indemnified Taxes or Other Taxes arising from the Purchaser or such Bondholder’s gross negligence or willful misconduct. The Purchaser or such Bondholder agrees to give notice to the County and the Authority of the assertion of any claim against the Purchaser or such Bondholder relating to such Indemnified Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; February 14, 2017 Contra Costa County Board of Supervisors 277 -18- provided, that the Purchaser or such Bondholder’s failure to notify the County and the Authority promptly of such assertion shall not relieve the County and the Authority, as applicable, of its obligation under this Section. Payments by the County or the Authority, as applicable, pursuant to this Section shall be made within thirty (30) days from the date the Purchaser or such Bondholder makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. The Purchaser or such Bondholder agrees to repay to the County or the Authority, as applicable, any refund (including that portion of any interest that was included as part of such refund) with respect to Indemnified Taxes or Other Taxes paid by the County or the Authority pursuant to this Section received by the Purchaser or such Bondholder for Indemnified Taxes or Other Taxes that were paid by the County or the Authority pursuant to this Section and to contest, with the cooperation and at the expense of the County of the Authority, any such Indemnified Taxes or Other Taxes which the Purchaser or such Bondholder or the County or the Authority reasonably believes not to have been properly assessed. (c) Within thirty (30) days after the date of any payment of Indemnified Taxes by the County or the Authority, as applicable, the County or the Authority, as applicable, shall furnish to the Purchaser or such Bondholder, as applicable, the original or a certified copy of a receipt evidencing payment thereof. (d) Without prejudice to the survival of any other agreement of the County or the Authority hereunder, the agreements and obligations of the County or the Authority, as applicable, contained in this Section shall survive the termination of this Agreement and the payment in full of the Bonds and the obligations of the County and the Authority thereunder and hereunder for a period of three (3) years following termination of this Agreement. Section 3.06. Obligations Absolute. The payment obligations of the County and/or the Authority, as applicable, under this Agreement shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances. Notwithstanding this Section, the Purchaser acknowledges the County and/or the Authority, as applicable, may have the right to bring a cause of action with respect to certain circumstances, such as any lack of validity or enforceability of this Agreement, the Bonds or any other Related Documents. The County’s and the Authority’s payment obligations shall remain in full force and effect pending the final disposition of any such action. All fees payable pursuant to this Agreement shall be deemed to be fully earned when due and non-refundable when paid. Notwithstanding anything to the contrary herein, nothing contained in this Section 3.06 shall abrogate or otherwise affect the rights of the County pursuant to Section 3.06 of the Facilities Lease. Section 3.07. Breakage Fee. In addition to the redemption of the Bonds required under Section 6.17(b) hereof, the Bonds may be prepaid pursuant to Section 4.01 and Section 4.02 of the Trust Agreement in whole or in part at any time upon at least thirty (30) Business Days’ prior written notice to the Purchaser specifying the amount of prepayment. In the event the County pursuant to this Section redeems the Bonds in whole or in part, the County shall, at the time of such prepayment, pay to the Purchaser as Additional Payments the interest accrued to the date of February 14, 2017 Contra Costa County Board of Supervisors 278 -19- prepayment plus an additional fee or redemption premium equal to the “Breakage Fee” as described in Exhibit B hereto (the “Breakage Fee”). Notwithstanding the foregoing, no Breakage Fee shall apply in connection with an extraordinary redemption of the Bonds under Section 4.01 of the Trust Agreement. Section 3.08. Nature of Obligations. (a) Notwithstanding the foregoing or any other term or payment obligation set forth herein, the obligations of the Authority under this Agreement are a special obligation of the Authority payable solely from the Revenues and Additional Payments. (b) Notwithstanding the foregoing or any other term or payment obligation set forth herein, the County shall have no obligation to make Lease Payments in any Rental Payment Period under the Facilities Lease in excess of the maximum annual fair market rental value of the Facilities for such period. The County hereby represents and warrants that its obligations to make Lease Payments and the obligations of the County under this Agreement are payable in accordance with the provisions of the Facilities Lease as Lease Payments (subject to the preceding sentence) and the amounts on deposit with the Trustee and held by the Trustee under the Trust Agreement. The County further represents and warrants that the obligations of the County under the Facilities Lease to make the Lease Payments are payable from the General Fund of the County and any other legally available funds of the County. ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE OF BONDS Section 4.01. Documentary Requirements. The obligation of the Purchaser to purchase the Bonds is subject to the conditions precedent that the Purchaser shall have received, on or before the Effective Date, the items listed below in this Section, each dated and in form and substance as is satisfactory to the Purchaser. (a) The following County and Authority authorizing resolutions and financial information: (i) copies of the resolutions of the governing body of the County approving the execution and delivery of the Related Documents to which the County is a party, approving the form of the Related Documents to which it is not a party and the other matters contemplated hereby, certified by a County Representative as being true and complete and in full force and effect on the Effective Date; (ii) copies of the resolutions of the governing body of the Authority approving the execution and delivery of the Related Documents to which the Authority is a party, approving the form of the Related Documents to which it is not a party and the other matters contemplated hereby, certified by an Authority Representative as being true and complete and in full force and effect on the Effective Date; (iii) the audited annual financial statements of the County for the Fiscal Year ended June 30, 2016; and February 14, 2017 Contra Costa County Board of Supervisors 279 -20- (iv) a copy of the County’s Investment Policy in effect as of the Effective Date. (b) The following financing documents: (i) an executed original or certified copy, as applicable, of each of the Related Documents; and (ii) a specimen copy of the Bond. (c) The following opinions, dated the Effective Date and addressed to the Purchaser or on which the Purchaser is otherwise expressly authorized to rely: (i) from counsel to the County, opinions as to the due authorization, execution and delivery of the Related Documents to which the County is a party, no pending (with service of process of the County complete) litigation (to such counsel’s knowledge) against and naming the County challenging any of the Related Documents or the issuance of the Bonds, and such other customary matters as the Purchaser may reasonably request; (ii) from counsel to the Authority, opinions as to the due authorization, execution and delivery of the Related Documents to which the Authority is a party, no pending (with service of process of the Authorityy complete) litigation (to such counsel’s knowledge) against and naming the Authority challenging any of the Related Documents or the issuance of the Bonds and such other customary matters as the Purchaser may reasonably request; and (iii) from Bond Counsel, opinions to the effect that the Related Documents to which the County and/or the Authority are a party constitute the valid and binding obligations of the County and/or the Authority, as the case may be, and the interest on the Bonds is excludable from gross income for federal income tax purposes and such other customary matters as the Purchaser may reasonably request. (d) The following documents and other information: (i) a certificate dated the Effective Date and executed by a County Representative certifying (A) that there has been no event or circumstance since June 30, 2016, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) that the representations and warranties contained in Article V hereof and the other Related Documents are true and correct in all material respects on the Effective Date and (C) no event has occurred and is continuing, or would result from entry into this Agreement, which would constitute a Default or Event of Default; (ii) a certificate dated the Effective Date and executed by an Authority Representative certifying (A) that there has been no event or circumstance since June 30, February 14, 2017 Contra Costa County Board of Supervisors 280 -21- 2016, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) that the representations and warranties contained in Article V hereof and the other Related Documents are true and correct in all material respects on the Effective Date and (C) no event has occurred and is continuing, or would result from entry into this Agreement, which would constitute a Default or Event of Default; (iii) (x) a certificate dated the Effective Date and executed by a County Representative certifying the names and signatures of the persons authorized to sign, on behalf of the County, the Related Documents to which it is a party and the other documents to be delivered by it hereunder or thereunder and (y) a certificate dated the Effective Date and executed by an Authority Representative certifying the names and signatures of the persons authorized to sign, on behalf of the Authority, the Related Documents to which it is a party and the other documents to be delivered by it hereunder or thereunder; (iv) a certificate of the County that the fair rental value of the Facilities for each Base Rental Period is at least equal to maximum Lease Payments to be made under the Facilities Lease in any Rental Payment Period; (v) true and correct copies of all Governmental Approvals, if any, necessary for the County and the Authority to execute, deliver and perform the Related Documents to which it is a party; (vi) evidence of the County’s hazard and rental interruption insurance for the Facilities and such other insurance in form and substance satisfactory to the Purchaser. (vii) an ALTA extended coverage leasehold policy of title insurance (2006) (or a commitment therefor), issued by the Title Company and in favor of the Trustee, in an amount not less than the aggregate principal amount of the Bonds, subject only to such exceptions as shall be acceptable to the Purchaser, with such endorsements and affirmative coverages as may be reasonably required by the Purchaser, and otherwise in form and substance satisfactory to the Purchaser and its counsel; (viii) recent evidence that the unenhanced long-term debt rating assigned by Moody’s and S&P to any Parity Debt is at least “Aa3” and “AA+,” respectively; and (ix) evidence that a CUSIP number has been obtained and reserved from Standard & Poor’s CUSIP Service for the Bond. Section 4.02. Litigation. The Purchaser shall have received a written description of all actions, suits or proceedings pending, with service of process on the County or the Authority complete, against the County or the Authority in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body which could reasonably be expected to result in a Material Adverse Effect, if any, and such information with respect thereto as the Purchaser may reasonably request. February 14, 2017 Contra Costa County Board of Supervisors 281 -22- Section 4.03. Other Matters. All other legal matters pertaining to the execution and delivery of this Agreement and the Related Documents shall be satisfactory to the Purchaser and its counsel, and the Purchaser shall have received such other statements, certificates, agreements, documents and information with respect to the County, the Authority and the other parties to the Related Documents and matters contemplated by this Agreement as the Purchaser may reasonably request. Section 4.04. Payment of Fees and Expenses. On or prior to the Effective Date, the Purchaser shall have received reimbursement of the following fees and expenses of the Purchaser: (i) the reasonable fees and expenses of Chapman and Cutler LLP, as counsel to the Purchaser; and (ii) any fee payable to the California Debt and Investment Advisory Commission by the Purchaser with respect to the Bonds. ARTICLE V REPRESENTATIONS AND WARRANTIES Section 5.01. Representations of the County. The County makes the following representations and warranties to each Bondholder: (a) Existence and Power. The County is a county organized and validly existing under the Constitution and general laws of the State and has the power and authority to own its properties and to carry on its businesses as now being conducted and as currently contemplated to be conducted hereafter and is duly qualified to do business in each jurisdiction in which the character of the properties owned or leased by it or in which the transactions of any material portion of its business (as now conducted and as currently contemplated to be conducted) makes such qualification necessary. (b) Due Authorization. (i) The County has the corporate power, and has taken all necessary corporate action to authorize the Related Documents to which it is a party, and to execute, deliver and perform its obligations under this Agreement and each of the other Related Documents to which it is a party in accordance with their respective terms. The County has approved the form of the Related Documents to which it is not a party. (ii) The County is duly authorized and licensed to own its Property and to operate its business under the laws, rulings, regulations and ordinances of all Governmental Authorities having the jurisdiction to license or regulate such Property or business activity and the departments, agencies and political subdivisions thereof, and the County has obtained all requisite approvals of all such governing bodies required to be obtained for such purposes. All Governmental Approvals necessary for the County to enter into this Agreement and the other Related Documents and to perform the transactions contemplated hereby and thereby and to conduct its business activities and own its property have been obtained and remain in full force February 14, 2017 Contra Costa County Board of Supervisors 282 -23- and effect and are subject to no further administrative or judicial review. No other Governmental Approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the County of this Agreement or the due execution, delivery or performance by the County of the Related Documents. (c) Valid and Binding Obligations. This Agreement has been duly executed and delivered by one or more duly authorized officers of the County, and each of the Related Documents to which the County is a party, when executed and delivered by the County will be, a legal, valid and binding obligation of the County enforceable in accordance with its terms, except as such enforceability may be limited by (a) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) Non-contravention; Compliance with Law. (i) The execution, delivery and performance of this Agreement and each of the other Related Documents in accordance with their respective terms do not and will not (A) contravene the County’s authorizing legislation, (B) require any consent or approval of any creditor of the County, (C) violate any Laws (including, without limitation, Regulations T, U or X of the FRB, or any successor regulations), (D) conflict with, result in a breach of or constitute a default under any contract to which the County is a party or by which it or any of its Property may be bound, including, without limitation, the Facilities, or (E) result in or require the creation or imposition of any Lien upon or with respect to any Property now owned or hereafter acquired by the County or any Affiliate thereof, including, without limitation, the Facilities, except such Liens, if any, expressly created by a Related Document. (ii) The County is in compliance with all Laws, except for such noncompliance that, singly or in the aggregate, has not caused or is not reasonably expected to cause a Material Adverse Effect. (e) Pending Litigation and Other Proceedings. There is no action, suit or proceeding pending in any court, any other governmental authority with jurisdiction over the County or any arbitration in which service of process has been completed against the County or, to the knowledge of the County, any other action, suit or proceeding pending in which service of process has been completed against the County in any court, any other governmental authority with jurisdiction over the County or any arbitrator, in either case against the County or any of its properties or revenues, or any of the Related Documents to which it is a party, which if determined adversely to the County would materially and adversely affect the rights, security, interests or remedies of the Purchaser hereunder or under any of the other Related Documents or which is reasonably likely to result in a Material Adverse Effect, except any action, suit or proceeding which has been brought prior to the Effective Date as to which the Purchaser has received an opinion of counsel satisfactory to the Purchaser, in form and substance satisfactory to the Purchaser and the Purchaser’s legal counsel, to the effect that such action, suit or proceeding is without substantial merit. February 14, 2017 Contra Costa County Board of Supervisors 283 -24- (f) Financial Statements. The audited financial statements of the County as at June 30, 2016, and the related consolidated statement of activities and changes in net assets and the consolidated statement of cash flows for the Fiscal Year then ended, and accompanying notes thereto, which financial statements, accompanied by the audit report of [____________], nationally recognized independent public accountants, heretofore furnished to the Purchaser, which are consistent, except to the extent stated therein, in all material respects with the audited financial statements of the County for the Fiscal Year ended June 30, 2015, fairly present the financial condition of the County in all material respects as of such dates and the results of its operations for the periods then ended in conformity with GAAP. Since June 30, 2016, there has been no material adverse change in the financial condition or operations of the County that could reasonably be expected to result in a Material Adverse Effect. (g) Employee Benefit Plan Compliance. Except as previously disclosed in writing to the Purchaser, the County has no funding liability or obligation currently due and payable with respect to any employee benefit plan which could reasonably be expected to result in a Material Adverse Effect. The County and each employee benefit plan is in compliance in all material respects with the terms of any such plan and applicable law related thereto. Neither the County nor a member of the Controlled Group is subject to ERISA or maintains a Plan. (h) No Defaults. No default by the County has occurred and is continuing in the payment of the principal of or premium, if any, or interest on any Parity Debt. No bankruptcy, insolvency or other similar proceedings pertaining to the County are pending or presently contemplated. No Default or Event of Default has occurred and is continuing hereunder. No “default” or “event of default” under, and as defined in, any of the other Related Documents has occurred and is continuing. The County is not presently in default under any material agreement to which it is a party which could reasonably be expected to have a Material Adverse Effect. The County is not in violation of any material term of the authorizing legislation applicable to the County or any material term of any bond indenture or agreement to which it is a party or by which any of its Property is bound which could reasonably be expected to result in a Material Adverse Effect. (i) Insurance. The County currently maintains a system of self-insurance and extended insurance coverage with insurance companies believed by the County to be capable of performing their obligations under the respective insurance policies issued by such insurance companies to the County (as determined in its reasonable discretion) and in full compliance with the Facilities Lease and Section 6.04 hereof. (j) Title to Assets and Facilities. The County has good and marketable title to its assets except where the failure to have good and marketable title to any of its assets would not have a Material Adverse Effect. The Facilities Lease is in full force and effect. The County, as lessee under the Facilities Lease, has beneficial use and occupancy of each of the Facilities. The Trustee has not granted to the County or the Authority any waiver, indulgence or postponement of any of the County’s obligations under the Facilities Lease. There exists no event of default or event, occurrence, condition or act that, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default under the Facilities Lease. February 14, 2017 Contra Costa County Board of Supervisors 284 -25- The County has a valid and enforceable fee simple interest in the Facilities, subject only to Permitted Encumbrances. (k) Incorporation by Reference. The representations and warranties of the County contained in the other Related Documents to which the County is a party, together with the related definitions of terms contained therein, are hereby incorporated by reference in this Agreement as if each and every such representation and warranty and definition were set forth herein in its entirety, and the representations and warranties made by the County in such Sections are hereby made for the benefit of the Purchaser. No amendment to or waiver of such representations and warranties or definitions made pursuant to the relevant Related Document or incorporated by reference shall be effective to amend such representations and warranties and definitions as incorporated by reference herein without the prior written consent of the Purchaser. (l) Correct Information. All written information, reports and other papers and data with respect to the County furnished by the County to the Purchaser were, at the time the same were so furnished, correct in all material respects. Any financial, budget and other projections furnished by the County to the Purchaser were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair and reasonable in light of conditions existing at the time of delivery of such financial, budget or other projections, and represented, and as of the date of this representation, represent (subject to the updating or supplementation of any such financial, budget or other projections by any additional information provided to the Purchaser in writing, the representations contained in this Agreement being limited to financial, budget or other projections as so updated or supplemented), in the judgment of the County, a reasonable, good faith estimate of the information purported to be set forth, it being understood that uncertainty is inherent in any projections and that no assurance can be given that the results set forth in the projections will actually be obtained. No fact is known to the County that materially and adversely affects or in the future may (as far as it can reasonably foresee) materially and adversely affect the security for any of the Bonds, or the ability of the County to repay when due the Obligations, that has not been set forth in the financial statements and other documents referred to in this Section 5.01(l) or in such information, reports, papers and data or otherwise disclosed in writing to the Purchaser. The documents furnished and statements made by the County in connection with the negotiation, preparation or execution of this Agreement and the Related Documents did not, as of the date furnished or made, contain untrue statements of material facts or, when taken as a whole, omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (m) Investment Company. The County is not an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. (n) Margin Stock. The County is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds from the issuance of the Bonds will be used to purchase or carry any such Margin Stock or extend credit to others for the purpose of purchasing or carrying any such Margin Stock. February 14, 2017 Contra Costa County Board of Supervisors 285 -26- (o) Tax-Exempt Status. The County has not taken any action or omitted to take any action, and has no actual knowledge of any action taken or omitted to be taken by any other Person, which action, if taken or omitted, would adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes or the exemption of interest on the Bonds from State personal income taxes. (p) Usury. The County is authorized to enter into this Agreement and the transactions contemplated hereby by Section [____] of the California Government Code. In accordance with Section [______] of the California Government Code, the obligations of the Authority under the Related Documents and the Bonds and all other Obligations hereunder are not subject to any limitation as to maximum interest-rate. (q) Nature of Obligations. The Bonds and the other Obligations are payable from the Lease Payments appropriated from the County’s general fund. (r) Pending Legislation and Decisions. There is no amendment, or to the knowledge of the County, proposed amendment to the Constitution of the State or any State law or any administrative interpretation of the Constitution of the State or any State law, or any legislation that has passed either house of the legislature of the State, or any judicial decision interpreting any of the foregoing, the effect of which will materially and adversely affect the issuance of any of the Bonds, the security for any of the Bonds or any Obligation, the creation, organization, or existence of the County or the titles to office of any officers executing this Agreement or any Related Documents to which the County is a party or the County’s ability to repay when due its obligations under this Agreement, any of the Bonds or any other Obligation. (s) Trustee. [Wells Fargo Bank, National Association] is the duly appointed and acting Trustee for the Bonds. (t) Environmental Matters. (i) The operations of the County are, to the County’s knowledge after reasonable diligence with respect thereto, in material compliance with all of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations and are not the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, where a failure to comply with any such requirement or the need for any such remedial action could reasonably be expected to result in a Material Adverse Effect and (ii) the operations of the County with respect to the Facilities are in material compliance with all of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations and are not the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, where a failure to comply with any such requirement or the need for any such remedial action could reasonably be expected to result in a Material Adverse Effect and or a material adverse effect on the annual fair market rental value of any of the Facilities. (u) No Immunity. The County is not entitled to claim immunity on the grounds of sovereignty or other similar grounds (including, without limitation, governmental immunity) with respect to itself or its revenues (irrespective of their use or intended use) from (i) any action, February 14, 2017 Contra Costa County Board of Supervisors 286 -27- suit or other proceeding arising under or relating to this Agreement or any other Related Document, (ii) relief by way of injunction, order for specific performance or writ of mandamus or for recovery of property or (iii) execution or enforcement of any judgment to which it or the Revenues or Additional Payments might otherwise be made subject in any action, suit or proceeding relating to this Agreement or any other Related Document, and no such immunity (whether or not claimed) may be attributed to the County or the Revenues or Additional Payments. (v) No Public Vote or Referendum. To the knowledge of the County after reasonable diligence with respect thereto, there is no public vote or referendum pending, proposed or concluded, the results of which could reasonably be expected result in a Material Adverse Effect. (w) Fees Are Additional Payments. Other than the principal and interest on the Bonds which constitute Base Rental Payments under the Facilities Lease, the amounts payable by the Authority to the Purchaser and the other Bondholders hereunder constitute Additional Payments under Section 3.02 of the Facilities Lease that the County is obligated to pay to the Authority or the Trustee for payment to the Purchaser or to the Purchaser directly. (x) Fair Rental Value. The total Lease Payments for the Facilities for each Rental Payment Period do not exceed the fair rental value of the Facilities for each such period. In making such determination of fair rental value, consideration has been given to the uses and purposes which may be served by each of the Facilities and the benefits therefrom which will accrue to the County and the general public. (y) Essentiality. The Facilities are essential assets of the County necessary to serve the needs of the residents of the County. The County believes that at all times while any Lease Payments or any obligation of the County under the Related Documents remains unpaid, each of the Facilities will remain essential assets of the County. (z) Anti-Terrorism Laws. (i) The County is not in violation of any Laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Patriot Act; (ii) The County is not any of the following: (A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (B) a Person controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (C) a Person with which the Purchaser is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; February 14, 2017 Contra Costa County Board of Supervisors 287 -28- (D) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (E) a Person that is named as a “specially designated national and blocked person” on the most current list published by the Office of Foreign Asset Control (“OFAC”) or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any replacement website or other replacement official publication of such list; (iii) The County does not (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in subsection (b)(ii) above, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or (iii) engage in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. Section 5.02. Representations of the Authority. The Authority makes the following representations and warranties to each Bondholder: (a) Existence and Power. The Authority is a joint exercise of powers authority duly organized and validly existing under the laws of the State pursuant to an agreement entitled “Amended and Restated Joint Exercise of Powers Agreement,” dated June 16, 2015, by and between the County and the Contra Costa County Flood Control and Water Preservation District, and has the power and authority to own its properties and to carry on its businesses as now being conducted and as currently contemplated to be conducted hereafter and is duly qualified to do business in each jurisdiction in which the character of the properties owned or leased by it or in which the transactions of any material portion of its business (as now conducted and as currently contemplated to be conducted) makes such qualification necessary. (b) Due Authorization. (i) The Authority has the corporate power, and has taken all necessary corporate action to authorize the Related Documents to which it is a party, and to execute, deliver and perform its obligations under this Agreement and each of the other Related Documents to which it is a party in accordance with their respective terms. The Authority has approved the form of the Related Documents to which it is not a party. (ii) The Authority is duly authorized and licensed to own its Property and to operate its business under the laws, rulings, regulations and ordinances of all Governmental Authorities having the jurisdiction to license or regulate such Property or business activity and the departments, agencies and political subdivisions thereof, and the Authority has obtained all requisite approvals of all such governing bodies required to be obtained for such purposes. All Governmental Approvals necessary for the Authority to enter into this Agreement and the other Related Documents and to perform the transactions contemplated hereby and thereby and to conduct its business activities and own its property have been obtained and remain in full force and effect and are subject to no further administrative or judicial review. No other Governmental Approval or other action by, and no notice to or filing with, any Governmental Authority is February 14, 2017 Contra Costa County Board of Supervisors 288 -29- required for the due execution, delivery and performance by the Authority of this Agreement or the due execution, delivery or performance by the Authority of the Related Documents. (c) Valid and Binding Obligations. This Agreement has been duly executed and delivered by one or more duly authorized officers of the Authority, and each of the Related Documents to which the Authority is a party, when executed and delivered by the Authority will be, a legal, valid and binding obligation of the Authority enforceable in accordance with its terms, except as such enforceability may be limited by (a) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) Non-contravention; Compliance with Law. (i) The execution, delivery and performance of this Agreement and each of the other Related Documents in accordance with their respective terms do not and will not (A) contravene the Authority’s authorizing legislation, (B) require any consent or approval of any creditor of the Authority, (C) violate any Laws (including, without limitation, Regulations T, U or X of the FRB, or any successor regulations), (D) conflict with, result in a breach of or constitute a default under any contract to which the Authority is a party or by which it or any of its Property may be bound, including, without limitation, the Facilities, or (E) result in or require the creation or imposition of any Lien upon or with respect to any Property now owned or hereafter acquired by the Authority or any Affiliate thereof, including, without limitation, the Facilities, except such Liens, if any, expressly created by a Related Document. (ii) The Authority is in compliance with all Laws, except for such noncompliance that, singly or in the aggregate, has not caused or is not reasonably expected to cause a Material Adverse Effect. (e) Pending Litigation and Other Proceedings. There is no action, suit or proceeding pending in any court, any other governmental authority with jurisdiction over the Authority or any arbitration in which service of process has been completed against the Authority or, to the knowledge of the Authority, any other action, suit or proceeding pending in which service of process has been completed against the Authority in any court, any other governmental authority with jurisdiction over the Authority or any arbitrator, in either case against the Authority or any of its properties or revenues, or any of the Related Documents to which it is a party, which if determined adversely to the Authority would materially and adversely affect the rights, security, interests or remedies of the Purchaser hereunder or under any of the other Related Documents or which is reasonably likely to result in a Material Adverse Effect, except any action, suit or proceeding which has been brought prior to the Effective Date as to which the Purchaser has received an opinion of counsel satisfactory to the Purchaser, in form and substance satisfactory to the Purchaser and the Purchaser’s legal counsel, to the effect that such action, suit or proceeding is without substantial merit. (f) Employee Benefit Plan Compliance. Except as previously disclosed in writing to the Purchaser, the Authority has no funding liability or obligation currently due and payable with respect to any employee benefit plan which could reasonably be expected to result in a Material February 14, 2017 Contra Costa County Board of Supervisors 289 -30- Adverse Effect. The Authority and each employee benefit plan is in compliance in all material respects with the terms of any such plan and applicable law related thereto. Neither the Authority nor a member of the Controlled Group is subject to ERISA or maintains a Plan. (g) No Defaults. No bankruptcy, insolvency or other similar proceedings pertaining to the Authority are pending or presently contemplated. No Default or Event of Default has occurred and is continuing hereunder. No “default” or “event of default” under, and as defined in, any of the other Related Documents has occurred and is continuing. The Authority is not presently in default under any material agreement to which it is a party which could reasonably be expected to have a Material Adverse Effect. The Authority is not in violation of any material term of the authorizing legislation applicable to the Authority or any material term of any bond indenture or agreement to which it is a party or by which any of its Property is bound which could reasonably be expected to result in a Material Adverse Effect. (h) Title to Assets and Facilities. The Authority has good and marketable leasehold title to the Facilities pursuant to the Site Lease free and clear of all encumbrances, security interests, liens or other charges, except for Permitted Encumbrances. The Site Lease is in full force and effect. The Authority, as lessee under the Site Lease, is in peaceable possession of the Facilities. The Trust Agreement creates a valid first priority security interest in favor of the Trustee in the Revenues and, as of the Effective Date, all necessary action on the part of the Authority has been taken as required (other than delivery of possession or after acquired moneys, securities and instruments to the Trustee) to pledge and grant a valid security interest in the Revenues for the benefit of the Purchaser and the other Bondholders under the Trust Agreement prior to any pledge, lien, assignment or security interest of any other creditors of the Authority. The Base Rental Payments have been validly assigned by the Authority to the Trustee and no further action or approval is necessary. (i) Incorporation by Reference. The representations and warranties of the Authority contained in the other Related Documents to which the Authority is a party, together with the related definitions of terms contained therein, are hereby incorporated by reference in this Agreement as if each and every such representation and warranty and definition were set forth herein in its entirety, and the representations and warranties made by the Authority in such Sections are hereby made for the benefit of the Purchaser. No amendment to or waiver of such representations and warranties or definitions made pursuant to the relevant Related Document or incorporated by reference shall be effective to amend such representations and warranties and definitions as incorporated by reference herein without the prior written consent of the Purchaser. (j) Correct Information. All written information, reports and other papers and data with respect to the Authority furnished by the Authority to the Purchaser were, at the time the same were so furnished, correct in all material respects. Any financial, budget and other projections furnished by the Authority to the Purchaser were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair and reasonable in light of conditions existing at the time of delivery of such financial, budget or other projections, and represented, and as of the date of this representation, represent (subject to the updating or supplementation of any such financial, budget or other projections by any additional information provided to the Purchaser in writing, the representations contained in this Agreement being February 14, 2017 Contra Costa County Board of Supervisors 290 -31- limited to financial, budget or other projections as so updated or supplemented), in the judgment of the Authority, a reasonable, good faith estimate of the information purported to be set forth, it being understood that uncertainty is inherent in any projections and that no assurance can be given that the results set forth in the projections will actually be obtained. No fact is known to the Authority that materially and adversely affects or in the future may (as far as it can reasonably foresee) materially and adversely affect the security for any of the Bonds, or the ability of the Authority to repay when due the Obligations, that has not been set forth in the financial statements and other documents referred to in this Section 5.02(j) or in such information, reports, papers and data or otherwise disclosed in writing to the Purchaser. The documents furnished and statements made by the Authority in connection with the negotiation, preparation or execution of this Agreement and the Related Documents did not, as of the date furnished or made, contain untrue statements of material facts or, when taken as a whole, omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (k) Investment Company. The Authority is not an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. (l) Margin Stock. The Authority is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds from the issuance of the Bonds will be used to purchase or carry any such Margin Stock or extend credit to others for the purpose of purchasing or carrying any such Margin Stock. (m) Tax-Exempt Status. The Authority has not taken any action or omitted to take any action, and has no actual knowledge of any action taken or omitted to be taken by any other Person, which action, if taken or omitted, would adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes or the exemption of interest on the Bonds from State personal income taxes. (n) No Immunity. The Authority is not entitled to claim immunity on the grounds of sovereignty or other similar grounds (including, without limitation, governmental immunity) with respect to itself or its revenues (irrespective of their use or intended use) from (i) any action, suit or other proceeding arising under or relating to this Agreement or any other Related Document, (ii) relief by way of injunction, order for specific performance or writ of mandamus or for recovery of property or (iii) execution or enforcement of any judgment to which it or the Revenues or Additional Payments might otherwise be made subject in any action, suit or proceeding relating to this Agreement or any other Related Document, and no such immunity (whether or not claimed) may be attributed to the Authority or the Revenues or Additional Payments. (o) Usury. The Authority is authorized to enter into this Agreement and the transactions contemplated hereby by Section [_____] of the California Government Code. In accordance with Section [_____] of the California Government Code, the obligations of the Authority under the Related Documents and the Bonds and all other Obligations hereunder are not subject to any limitation as to maximum interest-rate. February 14, 2017 Contra Costa County Board of Supervisors 291 -32- (p) Anti-Terrorism Laws. (i) The Authority is not in violation of any Anti-Terrorism Laws, including the Executive Order and the Patriot Act; (ii) The Authority is not any of the following: (A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (B) a Person controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (C) a Person with which the Purchaser is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (D) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (E) a Person that is named as a “specially designated national and blocked person” on the most current list published by OFAC or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any replacement website or other replacement official publication of such list; (iii) The Authority does not (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in subsection (b)(ii) above, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or (iii) engage in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. ARTICLE VI COVENANTS OF THE COUNTY AND THE AUTHORITY The County and the Authority, as applicable, covenant and agree, until the full and final payment and satisfaction of all of the Obligations, except in any instance in which the Purchaser specially agrees in writing to any performance or noncompliance, that: Section 6.01. Existence, Etc. The County shall maintain its existence pursuant to its authorizing legislation and the laws of the State. The Authority shall maintain its existence pursuant to its Joint Exercise of Powers Agreement (described in Section 5.02(a) hereof) and the laws of the State. Section 6.02. Maintenance of Properties. Each of the County and the Authority shall, in all material respects, maintain, preserve and keep its Property, including, without limitation, the Facilities, in good repair, working order and condition (ordinary wear and tear excepted), except February 14, 2017 Contra Costa County Board of Supervisors 292 -33- to the extent that the failure to do so could reasonably be expected to result in a Material Adverse Effect. Section 6.03. Compliance with Laws; Taxes and Assessments. Each of the County and the Authority shall comply with all Laws applicable to it and its Property, including, without limitation, the Facilities, except where non-compliance could not reasonably be expected to result in a Material Adverse Effect, such compliance to include, without limitation, paying all taxes, assessments and governmental charges imposed upon it or its Property, including, without limitation, the Facilities, before the same become delinquent, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and reserves are provided therefor that in the opinion of the County or the Authority, as applicable, are adequate. Section 6.04. Insurance. The County shall maintain a system of self-insurance and extended insurance coverage with reputable insurance companies or associations believed by the County at the time of purchase of such insurance to be financially sound and in such amounts and covering such risks as are usually carried by organizations engaged in the same or similar business and similarly situated, which insurance may provide for reasonable deductibles from coverage. With respect to the Facilities: (a) The County, at all times, shall insure each of the Facilities against such risks as are customarily insured against with respect to similar facilities and against loss or damage from such hazards, against loss of use of such Facilities, and risks to the person and property of others as are usually insured or reserved against by those with rights and interests in projects similar to such Facilities. The foregoing shall be satisfied if the County maintains the insurance described in Sections 5.01 and 5.02 of the Facilities Lease. (b) The County, at all times, shall maintain, or cause to be maintained, rental interruption insurance in an amount not less than the aggregate Lease Payments for a period of twenty-four (24) months, to insure against loss of rental income from any of the Facilities caused by perils covered by the insurance required in Section 5.01 of the Facilities Lease. Such insurance shall be in place as of the Effective Date and may be maintained as part of or in conjunction with any other rental interruption insurance carried by the County. The rental interruption insurance required by this Section shall not be maintained in the form of self- insurance. (c) The County shall maintain or cause to be maintained all other insurance as required by Article V of the Facilities Lease on the Facilities. Section 6.05. Reports. The County and the Authority, as applicable, shall furnish to the Purchaser in form and detail satisfactory to the Purchaser: (a) Annual Report. The County has entered into continuing disclosure undertakings in connection with its publicly offered municipal securities pursuant to which not later than March 31 (or the next succeeding Business Day if March 31 is not a Business Day) of each year (each, a “Filing Date”) the County is obligated to file with EMMA the annual audited financial statements of the County for the prior Fiscal Year February 14, 2017 Contra Costa County Board of Supervisors 293 -34- together with the opinion of the County’s independent accountants (collectively, the “Audited Financial Statements”) which shall be available for review by the Purchaser, provided that if the County ceases to file its Audited Financial Statement with EMMA or such Audited Financial Statements are not otherwise available for review by the Purchaser, the County shall provide such Audited Financial Statements to the County on or prior to each Filing Date. The County shall provide to the Purchaser not later than each Filing Date, commencing March 31, 2018, a Compliance Certificate signed by the County Representative stating that no Default or Event of Default or Default has occurred, or if such Default or Event of Default or Default has occurred, specifying the nature of such Default or Event of Default, the period of its existence, the nature and status thereof and any remedial steps taken or proposed to correct such Default or Event of Default. (b) Budget. As soon as available, and in any event within thirty (30) days following the approval or adoption thereof, the operating budget of the County. (c) Trustee Notices. As soon as available all notices, certificates, instruments, letters and written commitments in connection with the Bonds provided to the Trustee other than those notices, certificates, instruments, letters and written commitments that relate solely to the routine issuance and payment of the Bonds. (d) Notices of Resignation of the Trustee. As promptly as practicable, written notice to the Purchaser of any resignation of the Trustee immediately upon receiving notice of the same. (e) Offering Memorandum and Material Event Notices. (A) Within ten (10) days after the issuance of any securities by or on behalf of the County with respect to which a final official statement or other offering or disclosure document has been prepared by or on behalf of the County (1) a copy of such official statement or offering circular or (2) notice that such information has been filed with EMMA and is publicly available; and (B) during any period of time the County or the Authority is subject to continuing disclosure requirements under Rule 15c2-12 promulgated pursuant to the Securities Exchange Act of 1934, as amended (17 C.F.R. Sec. 240-15c2-12), or any successor or similar legal requirement, immediately following any dissemination, distribution or provision thereof to any Person, (1) a copy of any reportable event notice (as described in b(5)(i)(C) of Rule 15c2-12) disseminated, distributed or provided in satisfaction of or as may be required pursuant to such requirements or (2) notice that such event notice has been filed with EMMA and is publicly available. (f) Notice of Default or Event of Default. (i) Promptly upon obtaining knowledge of any Default or Event of Default, or notice thereof, and in any event within five (5) days thereafter, a certificate signed by a County Representative specifying in reasonable detail the nature and period of existence thereof and what action the County has taken or proposes to take with respect thereto; (ii) promptly following a written request of the Purchaser, a certificate of a County Representative as to the existence or absence, as the case may be, of a Default or an Event of Default under this Agreement; February 14, 2017 Contra Costa County Board of Supervisors 294 -35- and (iii) promptly upon obtaining knowledge of any “default” or “event of default” as defined under any Bank Agreement, notice specifying in reasonable detail the nature and period of existence thereof and what action the County has taken or proposes to take with respect thereto. (g) Litigation. As promptly as practicable, written notice to the Purchaser of all actions, suits or proceedings pending or threatened against the County or the Authority in court or before any arbitrator of any kind or before any governmental authority which could reasonably be expected to result in a Material Adverse Effect. (h) Other Information. Such other information regarding the business affairs, financial condition and/or operations of the County and the Authority and the Facilities as the Purchaser may from time to time reasonably request. Section 6.06. Maintenance of Books and Records. The County and the Authority will keep proper books of record and account with respect to the County, the Authority and the Facilities in which full, true and correct entries in accordance with GAAP. All financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements, except as otherwise specifically prescribed herein. Except as provided in the immediately preceding sentence, in preparing any financial data or statements contemplated or referred to in this Agreement, the County and the Authority shall not vary or modify the accounting methods or principles from the accounting standards employed in the preparation of its audited financial statements described in Section 5.06 hereof. Section 6.07. Access to Books and Records. To the extent permitted by law, the County and the Authority will permit any Person designated by the Purchaser (at the expense of the Purchaser, unless and until a Default or Event of Default has occurred, at which time such expenses shall be borne by the County or the Authority, as applicable) to visit any of the offices of the County or the Authority, to examine the books and financial records (except books and financial records the examination of which by the Purchaser is prohibited by law or by attorney or client privilege) or the County or the Authority, as applicable, including minutes of meetings of any relevant governmental committees or agencies, and make copies thereof or extracts therefrom, and to discuss the affairs, finances and accounts of the County or the Authority, as applicable, with their principal officials, all at such reasonable times and as often as the Purchaser may reasonably request. Section 6.08. Compliance With Documents. Each of the County and the Authority agrees that it will perform and comply with each and every covenant and agreement required to be performed or observed by it in the Trust Agreement and each of the other Related Documents to which it is a party, which provisions, as well as related defined terms contained therein, are hereby incorporated by reference herein with the same effect as if each and every such provision were set forth herein in its entirety all of which shall be deemed to be made for the benefit of the Purchaser and shall be enforceable against the County or the Authority, as applicable. To the extent that any such incorporated provision permits the County or the Authority or any other party to waive compliance with such provision or requires that a document, opinion or other February 14, 2017 Contra Costa County Board of Supervisors 295 -36- instrument or any event or condition be acceptable or satisfactory to the County or the Authority or any other party, for purposes of this Agreement, such provision shall be complied with unless it is specifically waived by the Purchaser in writing and such document, opinion or other instrument and such event or condition shall be acceptable or satisfactory only if it is acceptable or satisfactory to the Purchaser which shall only be evidenced by the written approval by the Purchaser of the same. Except as permitted by Section 6.15 hereof, no termination or amendment to such covenants and agreements or defined terms or release of the County or the Authority with respect thereto made pursuant to the Trust Agreement or any of the other Related Documents to which the County or the Authority is a party, shall be effective to terminate or amend such covenants and agreements and defined terms or release the County or the Authority with respect thereto in each case as incorporated by reference herein without the prior written consent of the Purchaser. Notwithstanding any termination or expiration of the Trust Agreement or any such other Related Document to which the County or the Authority is a party, the County and the Authority shall continue to observe the covenants therein contained for the benefit of the Purchaser until the termination of this Agreement and the payment in full of the Bonds and all other Obligations. All such incorporated covenants shall be in addition to the express covenants contained herein and shall not be limited by the express covenants contained herein nor shall such incorporated covenants be a limitation on the express covenants contained herein. Section 6.09. Reserved. Section 6.10. Further Assurances. From time to time hereafter, the County and the Authority will execute and deliver such additional instruments, certificates or documents, and will take all such actions as the Purchaser may reasonably request for the purposes of implementing or effectuating the provisions of the Related Documents to which the County or the Authority is a party or for the purpose of more fully perfecting or renewing the rights of the Purchaser with respect to the rights, properties or assets subject to such documents (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by the County or the Authority which may be deemed to be a part thereof). Upon the exercise by the Purchaser of any power, right, privilege or remedy pursuant to the Related Documents to which the County or the Authority is a party which requires any consent, approval, registration, qualification or authorization of any governmental authority or instrumentality, the County and the Authority will, to the fullest extent permitted by law, execute and deliver all necessary applications, certifications, instruments and other documents and papers that the Purchaser may be required to obtain for such governmental consent, approval, registration, qualification or authorization. At any time, and from time to time, upon request by the Purchaser, the County and the Authority will, at the County’s expense, correct any defect, error or omission which may be discovered in the form or content of any of the Related Documents to which the County or the Authority is a party or protect the Purchaser’s interests, security, rights and remedies with respect to the Revenues and Additional Payments or its security under the Trust Agreement or hereunder. At all times, the County and the Authority will defend, preserve and protect the pledge of certain funds pursuant to the Trust Agreement and all the rights of the Purchaser hereunder and under the Trust Agreement against all claims and demands of all Persons whosoever. February 14, 2017 Contra Costa County Board of Supervisors 296 -37- Section 6.11. No Impairment. Neither the County nor the Authority will take any action, or cause the Trustee to take any action, under the Trust Agreement or any other Related Document which would materially and adversely affect the rights, interests, remedies or security of the Purchaser under this Agreement or any other Related Document or which could reasonably be expected to result in a Material Adverse Effect. Section 6.12. Application of Bond Proceeds. Neither the County nor the Authority will take or omit to take any action, which action or omission will in any way result in the proceeds from the issuance of the Bonds being applied in a manner other than as provided in the Trust Agreement. Section 6.13. Trustee. Neither the County nor the Authority will, without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld) remove, or seek to remove, the Trustee. The County and the Authority shall at all times maintain a Trustee pursuant to the terms of the Trust Agreement that is acceptable to the Purchaser. Section 6.14. Limitation on Voluntary Liens. Neither the Authority nor the County shall create a pledge, lien or charge on any part of the Facilities provided by the Trust Agreement other than the lien in favor of holders of the Bonds. The County and the Authority covenant (i) to keep the Facilities and all parts thereof free from Liens other than Permitted Encumbrances; and (ii) promptly, upon request of the Purchaser, to take such action from time to time as may be reasonably necessary or proper to remedy or cure any cloud upon or defect in the title to the Facilities or any part thereof, whether now existing or hereafter developing, to prosecute all actions, suits, or other proceedings as may be reasonably appropriate for such purpose. Section 6.15. Related Documents. Neither the County nor the Authority will amend or modify, or permit to be amended or modified in any manner whatsoever any Related Document in a manner which would materially and adversely affect the County’s or the Authority’s ability to repay Debt or which materially and adversely affects the security for the Bonds or the other Obligations or the County’s or the Authority’s ability to repay when due the Bonds or the other Obligations or the interests, security, rights or remedies of the Purchaser without the prior written consent of the Purchaser. Section 6.16. Lease Payments. The County and the Authority will not issue or authorize the issuance of any obligation payable from the Lease Payments due under the Facilities Lease other than the Bonds. Section 6.17. Redemptions. (a) The County shall provide thirty (30) days written notice to the Purchaser prior to the date of any proposed optional redemption or purchase in lieu of redemption of Bonds pursuant to the Trust Agreement. (b) The County shall cause the Bonds to be redeemed pursuant to Section 2.02(a) of the Trust Agreement in the principal amounts and by the dates specified in Schedule 6.17(b) hereto. Section 6.18. Disclosure to Participants, Purchaser Transferees and Non-Purchaser Transferees. The County and the Authority shall permit the Purchaser to disclose the financial February 14, 2017 Contra Costa County Board of Supervisors 297 -38- information received by it pursuant to this Agreement to each participant, Purchaser Transferee and Non-Purchaser Transferee pursuant to Section 9.13 of this Agreement, subject to confidentiality restrictions and use restrictions customary for financial institutions. Section 6.19. Other Agreements. In the event that the County and/or the Authority has or shall, directly or indirectly, enter into or otherwise consent to any Bank Agreement, which such Bank Agreement (or amendment thereto) provides the Person party thereto with different or more restrictive covenants, additional or different events of default and/or greater rights and remedies (excluding such greater rights or remedies that by their nature are inapplicable to continuing covenant agreements or similar facilities entered into in connection with direct purchase transactions) than are provided to the Purchaser in this Agreement (all such different or more restrictive covenants, additional and different events of default and/or greater rights or remedies are referred to herein as “Additional Rights”), then, upon the occurrence of an event of default or an event or condition that with the giving of notice or lapse of time or both would become an event of default or if the County and/or the Authority shall engage in any discussions with a creditor under a Bank Agreement in anticipation of such event of default or event or condition occurring (each such event referred to herein as a “Potential Default/Event of Default”) caused by such Additional Rights, such Additional Rights shall automatically be deemed to be incorporated into this Agreement and the Purchaser shall have the benefits of such Additional Rights so long as such Additional Rights remain in effect; provided, however, that such Additional Rights shall automatically be deemed to be incorporated into this Agreement and the Bank shall have the benefits of such Additional Rights only from and after the occurrence of any such Potential Default/Event of Default under the related Bank Agreement caused by the Additional Rights or a failure by the County and/or the Authority to comply with such Additional Rights. The County and/or the Authority, as applicable, shall promptly, upon the occurrence of Potential Default/Event of Default under the related Bank Agreement caused by such Additional Rights or a failure by the County and/or the Authority to comply with such Additional Rights, give notice thereof to the Purchaser, and enter into an amendment to this Agreement to include such Additional Rights, provided that the Purchaser shall maintain the benefit of such Additional Rights regardless of whether this Agreement is amended only so long as such Additional Rights remain in effect. Section 6.20. Immunity from Jurisdiction. To the fullest extent permitted by applicable law, with respect to its obligations arising under this Agreement or any other Related Document, each of the County and the Authority irrevocably agrees that it will not assert or claim any immunity on the grounds of sovereignty or other similar grounds (including, without limitation, governmental immunity) from (i) any action, suit or other proceeding arising under or relating to this Agreement or any other Related Document, (ii) relief by way of injunction, order for specific performance or writ of mandamus or (iii) execution or enforcement of any judgment to which it or its revenues might otherwise be entitled in any such action, suit or other proceeding, and each of the County and the Authority hereby irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and the Revenues and Additional Payments (irrespective of their use or intended use), all such immunity. Section 6.21. Swap Contracts. Without the prior written consent of the Purchaser, neither the County nor the Authority will enter into any Swap Contract relating to Debt (i) wherein any February 14, 2017 Contra Costa County Board of Supervisors 298 -39- termination payments thereunder are senior in priority of payment to the payment of the Bonds or the other Obligations or (ii) which requires the County or the Authority, as applicable, to post cash collateral to secure its obligations thereunder. Section 6.22. Budget and Appropriation. To the fullest extent permitted and/or required by State law, the County shall cause the appropriate County official(s) to take any and all ministerial actions that may be necessary to facilitate the payment of the principal of and interest on the Bonds and the payment of all other Obligations. Subject to the Facilities Lease, the County agrees to include all Lease Payments due under the Facilities Lease in each Fiscal Year in its annual budget and to make the necessary annual appropriations for all such Lease Payments, including, without limitation, upon acceleration of the Obligations pursuant to Section 7.02 hereof. The covenants on the part of the County herein contained and in the Facilities Lease shall be deemed to be and shall be construed to be duties imposed by law, and it shall be the duty of each and every public official of the County to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the County to carry out and perform such covenants and agreements. Section 6.23. Use of Purchaser’s Name. (a) Except as may be required by Law (including, but limited to, federal and state securities Laws), the neither the County nor the Authority shall use any financial information of the Purchaser’s or the Purchaser’s long or short- term debt ratings in any published materials without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld). (b) The County and the Authority agree that they shall not post any of the Related Documents or any amendment hereto or thereto on EMMA or any other website until the Purchaser or its counsel has provided redacted versions thereof or such amendment, as applicable, to the County and the Authority for posting thereon. Section 6.24. Maintenance of Tax-Exempt Status of Bonds. Neither the County nor the Authority shall take any action or omit to take any action which, if taken or omitted, could result in a Determination of Taxability. Section 6.25. ERISA. The County and the Authority shall not be, and shall not permit a member of the Controlled Group to be, subject to ERISA and shall not maintain, nor permit a member of the Controlled Group to maintain, a Plan. The County and the Authority and each employee benefit plan shall remain in compliance in all material respects with the terms of any such plan and applicable law related thereto, except to the extent that a failure to do so could reasonably be expected to result in a Material Adverse Effect. Section 6.26. Investment Policy. All investments of the County have been and will be made in accordance with the terms of the Investment Policy. Section 6.27. Environmental Laws. The County and the Authority shall (x) comply with all applicable Environmental Laws and cure any defect thereto (or cause other Persons to effect any such cure) to the extent necessary to bring any of the Facilities back into compliance with Environmental Laws and to comply with any cleanup orders issued by a Governmental Authority February 14, 2017 Contra Costa County Board of Supervisors 299 -40- having jurisdiction thereover and (y) take all reasonable action to prevent any material adverse effect on or reduction of the fair market rental value of any of the Facilities or any other Material Adverse Effect to occur as a result of the Authority’s or the County’s operation of any of the Facilities. The County and the Authority shall at all times use commercially reasonable efforts to render or maintain each of the Facilities safe and fit for their respective intended uses. The County and the Authority shall also immediately notify the Purchaser of any actual or alleged material failure to so comply with or perform, or any material breach, violation or default under any Environmental Law with respect to any of the Facilities. Section 6.28. Federal Reserve Board Regulations. The County shall not use any portion of the proceeds of the Purchase Price of the Bonds for the purpose of carrying or purchasing any Margin Stock and shall not incur any Debt which is to be reduced, retired or purchased by the County out of such proceeds. Section 6.29. Underlying Rating. The County shall at all times maintain a rating on its long-term unenhanced Parity Debt from at least two Rating Agencies. The County covenants and agrees that it shall not at any time withdraw any long-term unenhanced rating on its Parity Debt from any of Fitch, Moody’s or S&P if the effect of such withdrawal would be to cure a Default or an Event of Default under this Agreement. Section 6.30. Repayment of Purchaser and other Bondholders. (a) If at any time any amount is owing on the Bonds or any other amount is owing to the Purchaser and the other Bondholders hereunder, and the County and the Authority are unable, or reasonably foresee that they will be unable, to increase Lease Payments in an amount sufficient to pay the Purchaser, the staff of the County and the Authority shall use their respective best efforts to either: (i) provide for the substitution of new real property for one or more of the Facilities, such new real property to have a fair rental value sufficient to support Lease Payments sufficient to pay the amounts owing on the Bonds and all other Obligations owing to the Purchaser and the other Bondholders hereunder, (ii) support the issuance of bonds or other certificates of participation sufficient in value to pay the debt service on the Bonds and pay all other Obligations owing to the Purchaser and the other Bondholders hereunder or (iii) request an appropriation, from the County’s General Fund of legally available funds in an amount sufficient to pay all debt service on the Bonds and to pay all other Obligations owing to the Purchaser and the other Bondholders hereunder. (b) Upon receipt of notice from the Purchaser of the acceleration of the Obligations pursuant to Section 7.02 hereof, the Authority shall increase the Lease Payments under the Facilities Lease in each Rental Payment Period to the Maximum Annual Rent. (c) The County and the Authority agree to extend the term of the Site Lease and/or the Facilities Lease in accordance with Section 2 thereof and Section 2.02 thereof, respectively, if on the stated expiration thereof, any amounts remain owing on the Bonds or hereunder. Section 6.31. Disaster Relief. If any of the Facilities are damaged by an earthquake, or other disaster or emergency is declared by a local government, the Governor of the State of California, or the President of the United States, the Office of Emergency Services, the Federal February 14, 2017 Contra Costa County Board of Supervisors 300 -41- Emergency Management Agency, or other similar agency, the County and/or the Authority, as applicable, shall apply for federal, state and local disaster relief funds in the maximum amount permitted under federal, state and local law, respectively, and apply all such designated funds received as required under the Facilities Lease. Section 6.32. Voluntary Rent Abatement. Except as permitted by State law and the terms of the Facilities Lease, the County shall not seek or assert a claim for abatement of rental payments under the Facilities Lease. Section 6.33. Operation and Maintenance of the Facilities. To the extent funds are legally available, the County shall maintain and preserve each of the Facilities and all buildings, facilities and equipment constituting any part of the Facilities with respect to facilities of like size and character. The County shall not abandon or vacate any of the Facilities, except as permitted by the Facilities Lease. The County shall from time to time make all necessary and proper repairs, renewals and replacements to each of the Facilities, consistent with the protection of the Purchaser. If any event shall occur such that abatement is authorized under the Facilities Lease, the [Executive Director] of the Authority and the [_______] of the County shall use their best efforts to bring forward at the earliest possible date a plan to mitigate any such abatement for consideration of the Authority Board and the County Council, respectively. Section 6.34. Compliance with Laws; Taxes and Assessments. The County and the Authority will not violate any laws, rules, regulations or governmental orders to which it is subject, which violation involves a reasonable likelihood of materially and adversely affecting its financial condition, business or results of operations. Section 6.35. Fair Rental Value. In the event that fair rental value of the Facilities is not sufficient to make the Lease Payments and/or Additional Payments required pursuant to this Agreement and the Trust Agreement, such unpaid Lease Payments and/or Additional Payments shall be deferred until such time as the fair rental value of the Facilities will support payment of such unpaid Lease Payments and/or Additional Payments. Section 6.36. Substitution or Removal of Property; Sale and Transfers. (a) The County and the Authority will not substitute or remove (other than pursuant to Section 2.02 or Section 2.03 of the Facilities Lease) or cause the substitution or removal (other than pursuant to Section 2.02 or Section 2.03 of the Facilities Lease) of any portion of the Facilities subject to the leasehold under the Facilities Lease without the prior written consent of the Purchaser (such consent to not be unreasonably withheld or delayed), and otherwise satisfying the conditions precedent to such substitution or removal set forth in Section 2.02 or Section 2.03 of the Facilities Lease, as applicable. (b) The County and the Authority will not transfer, sell, lease, convey or otherwise dispose of, any interest in the Facilities, except for those permitted by the terms of the Related Documents. February 14, 2017 Contra Costa County Board of Supervisors 301 -42- ARTICLE VII EVENTS OF DEFAULT Section 7.01. Events of Default. The occurrence of any of the following events (whatever the reason for such event and whether voluntary, involuntary, or effected by operation of Law) shall be an “Event of Default” hereunder, unless waived in writing by Purchaser: (a) the Authority shall fail to pay the principal of or interest on any Bond when due; (b) the County or the Authority shall fail to pay any Obligation (other than the Authority’s obligation to pay the principal of or interest on the Bonds) and such failure shall continue for three (3) Business Days; (c) any representation or warranty made by or on behalf of the County or the Authority in this Agreement or in any other Related Document or in any certificate or statement delivered hereunder or thereunder shall be incorrect or untrue in any material respect when made or deemed to have been made or delivered; (d) the County or the Authority, as applicable, shall default in the due performance or observance of any of the covenants set forth in Section 6.01, 6.11, 6.15, 6.16, 6.20, 6.21, 6.22, 6.28, 6.29, 6.32 or 6.36 hereof; (e) the County or the Authority, as applicable, shall default in the due performance or observance of any other term, covenant or agreement contained in this Agreement or any other Related Document and such default shall remain unremedied for a period of thirty (30) days after the earlier to occur of the date on which (i) the County or the Authority has actual knowledge of such default or (ii) the Purchaser provides notice to the County or the Authority of such default; provided, however, that if such default can be cured by the County or the Authority within a reasonable time period and so long as the County or the Authority is proceeding diligently within such thirty (30) days to remedy such default, such curative period shall be extended up to an an additional thirty (30) days so as to permit such default to be cured; (f) the County or the Authority shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) become insolvent or shall not pay, or be unable to pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading February 14, 2017 Contra Costa County Board of Supervisors 302 -43- denying the material allegations of any such proceeding filed against it, (vi) take any corporate action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in Section 7.01(g) of this Agreement; (g) a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the County or the Authority or any substantial part of its Property, or a proceeding described in Section 7.01(f)(v) shall be instituted against the County or the Authority and such proceeding continues undischarged or any such proceeding continues undismissed or unstayed for a period of thirty (30) or more days; (h) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt of the County or the Authority by the County or the Authority or any Governmental Authority with appropriate jurisdiction; (i) (i) any provision of this Agreement or any Related Document related to (A) payment of principal of or interest on the Bonds or (B) the validity or enforceability of the pledge of the Revenues or any other pledge or security interest created by the Trust Agreement shall at any time for any reason cease to be valid and binding on the County or the Authority as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction, or shall be declared, in a final non-appealable judgment by any court of competent jurisdiction, to be null and void, invalid or unenforceable; (ii) the validity or enforceability of any material provision of this Agreement or any Related Document related to (A) payment of principal of or interest on the Bonds or any Parity Debt, or (B) the validity or enforceability of the pledge of the Revenues or any other pledge or security interest created by the Trust Agreement shall be publicly contested by the [identify appropriate County officials] of the County or the [identify appropriate Authority officials] of the Authority; or (iii) any other material provision of this Agreement or any other Related Document, other than a provision described in clause (i) above, shall at any time for any reason cease to be valid and binding on the County or the Authority as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or shall be declared in a final non-appealable judgment by any court with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof shall be publicly contested by the County or the Authority; (j) dissolution or termination of the existence of the County or the Authority; (k) the County or the Authority, as applicable, shall (i) default on the payment of the principal of or interest on any Cross-Default Parity Debt beyond the period of grace, if any, provided in the instrument or agreement under which such Cross-Default Parity Debt was created or incurred; or (ii) default in the observance or performance of February 14, 2017 Contra Costa County Board of Supervisors 303 -44- any agreement or condition relating to any Cross-Default Parity Debt or contained in any instrument or agreement evidencing, securing or relating thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Cross-Default Parity Debt was created or incurred, provided that the County or the Authority shall have actual knowledge of such default, the effect of which default is to cause or permit to cause (determined without regard to whether any notice is required) any such Cross- Default Parity Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Cross-Default Parity Debt; (l) the County or the Authority, as applicable, shall (i) default on the payment of the principal of or interest on any Parity Debt (excluding any Cross-Default Parity Debt) issued in an original principal amount of $25,000,000 or more beyond the period of grace, if any, provided in the instrument or agreement under which such Parity Debt was created or incurred; or (ii) default in the observance or performance of any agreement or condition relating to any Parity Debt (excluding any Cross-Default Parity Debt) issued in an original principal amount of $25,000,000 or more or contained in any instrument or agreement evidencing, securing or relating thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Parity Debt was created or incurred, provided that the County or the Authority shall have actual knowledge of such default, the effect of which default is to cause or permit to cause (determined without regard to whether any notice is required) any such Parity Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Parity Debt; (m) any final, unappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, which are not covered in full by insurance, with written acknowledgement of such coverage having been provided by the provider of such insurance coverage to the Purchaser, in an aggregate amount not less than $25,000,000 shall be entered or filed against the County or the Authority or against any of their Property and remain unpaid pursuant to the terms of the applicable judgment, unvacated, unbonded or unstayed for a period of ninety (90) days; (n) any “event of default” under any Related Document (as defined respectively therein) shall have occurred; or (o) any of Fitch, Moody’s or S&P shall have downgraded its rating of any long-term unenhanced Parity Debt to below “BBB+” (or its equivalent), “Baa1” (or its equivalent), or “BBB+” (or its equivalent) respectively, or suspended or withdrawn its rating of the same. February 14, 2017 Contra Costa County Board of Supervisors 304 -45- Section 7.02. Consequences of an Event of Default. If an Event of Default specified in Section 7.01 hereof shall occur and be continuing, the Purchaser may take one or more of the following actions at any time and from time to time (regardless of whether the actions are taken at the same or different times): (a) by written notice to the Trustee, the County and the Authority, declare the outstanding amount of the Obligations under this Agreement (including, without limitation, the Bonds but solely in accordance with Section 7.02(b) hereof) to be immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue; (b) deliver a written notice to the Trustee, the County and the Authority that an Event of Default has occurred and is continuing and direct the Trustee, the County and the Authority, as applicable, to cause an acceleration of the Bonds or take such other remedial action as is provided for in the Trust Agreement); provided, however, that from and after the occurrence of an Event of Default, the outstanding Bonds shall be paid or caused to be paid by the Authority in each year in an amount equal to the Maximum Annual Rent for the related Rental Payment Period less any other amounts paid hereunder or under the Trust Agreement in accordance with the terms hereof and thereof; provided further, however, that payments of Base Rental under the Facilities Lease shall not be accelerated; (c) either personally or by attorney or agent without bringing any action or proceeding, or by a receiver to be appointed by a court in any appropriate action or proceeding, take whatever action at law or in equity may appear necessary or desirable to collect the amounts due and payable under the Related Documents or to enforce performance or observance of any obligation, agreement or covenant of the County and/or the Authority under the Related Documents, whether for specific performance of any agreement or covenant of the County or in aid of the execution of any power granted to the Purchaser in the Related Documents; (d) cure any Default, Event of Default or event of nonperformance hereunder or under any Related Document; provided, however, that the Purchaser shall have no obligation to effect such a cure; and (e) exercise, or cause to be exercised, any and all remedies as it may have under the Related Documents (other than as provided for in Section 7.02(b) hereof) and as otherwise available at law and at equity; provided, however, that notwithstanding any acceleration of the Bonds, the Purchaser, the Authority and the County acknowledge that Lease Payments may not be accelerated under the Facilties Lease. Section 7.03. Remedies Cumulative; Solely for the Benefit of Purchaser. To the extent permitted by, and subject to the mandatory requirements of, applicable Law, each and every February 14, 2017 Contra Costa County Board of Supervisors 305 -46- right, power and remedy herein specifically given to the Purchaser in the Related Documents shall be cumulative, concurrent and nonexclusive and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy (whether specifically herein given or otherwise existing) may be exercised from time to time and as often and in such order as may be deemed expedient by the Purchaser, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. The rights and remedies of the Purchaser specified herein are for the sole and exclusive benefit, use and protection of the Purchaser, and the Purchaser is entitled, but shall have no duty or obligation to the County, the Authority, the Trustee or any other Person or otherwise, to exercise or to refrain from exercising any right or remedy reserved to the Purchaser hereunder or under any of the other Related Documents. Section 7.04. Waivers or Omissions. No delay or omission by the Purchaser in the exercise of any right, remedy or power or in the pursuit of any remedy shall impair any such right remedy or power or be construed to be a waiver of any default on the part of the Purchaser or to be acquiescence therein. No express or implied waiver by the Purchaser of any Event of Default shall in any way be a waiver of any future or subsequent Event of Default. Section 7.05. Discontinuance of Proceedings. In case the Purchaser shall proceed to invoke any right, remedy or recourse permitted hereunder or under the Related Documents and shall thereafter elect to discontinue or abandon the same for any reason, the Purchaser shall have the unqualified right so to do and, in such event, the County, the Authority and the Purchaser shall be restored to their former positions with respect to the Obligations, the Related Documents and otherwise, and the rights, remedies, recourse and powers of the Purchaser hereunder shall continue as if the same had never been invoked. ARTICLE VIII INDEMNIFICATION Section 8.01. Indemnification. In addition to any and all rights of reimbursement, indemnification, subrogation or any other rights pursuant hereto or under law or equity, the County and the Authority hereby agree (to the extent permitted by law), as Additional Payments, to indemnify and hold harmless the Purchaser and each other Bondholder and its officers, directors and agents (each, an “Indemnitee”) from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever (including reasonable attorneys’ fees) which may incur or which may be claimed against an Indemnitee by any Person or entity whatsoever (collectively, the “Liabilities”) by reason of or in connection with (a) the execution and delivery or transfer of, or payment or failure to pay under, any Related Document; (b) the issuance and sale of the Bonds; and (c) the use of the proceeds of the Bonds; provided that neither the County nor the Authority shall be required to indemnify an Indemnitee for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused February 14, 2017 Contra Costa County Board of Supervisors 306 -47- by the willful misconduct or gross negligence of such Indemnitee. Nothing under this Section 8.01 is intended to limit the County’s and Authority’s payment of the Obligations. Section 8.02. Survival. The obligations of the County and the Authority under this Article VIII shall survive the payment of the Bonds and the termination of this Agreement. ARTICLE IX MISCELLANEOUS Section 9.01. Patriot Act Notice; Government Regulations. (a) The Purchaser hereby notifies the County and the Authority that pursuant to the requirements of the Patriot Act it is required to obtain, verify and record information that identifies the County and the Authority, which information includes the name and address of the County and the Authority and other information that will allow the Purchaser to identify the County and the Authority in accordance with the Patriot Act. Each of the County and the Authority hereby agrees that it shall promptly provide such information upon request by the Purchaser. (b) The County and the Authority each hereby represents and warrants and covenants and agrees (i) that it is not and shall not be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by OFAC or the Department of the Treasury or included in any executive orders, that prohibits or limits the Purchaser from making any advance or extension of credit to the County or the Authority or from otherwise conducting business with the County or the Authority and (ii) to ensure that the proceeds of the extensions of credit hereunder shall not be used to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto. Section 9.02. Further Assurances. From time to time upon the request of either party hereto, the other shall promptly and duly execute, acknowledge and deliver any and all such further instruments and documents as the requesting party may in its reasonable discretion deem necessary or desirable to confirm this Agreement, and the other Related Documents, to carry out the purpose and intent hereof and thereof or to enable the requesting party to enforce any of its rights hereunder or thereunder. At any time, and from time to time, upon request by the Purchaser, the County and/or the Authority, as applicable, will, at its respective expense, (a) correct any defect, error or omission which may be discovered in the form or content of any of the Related Documents, and (b) make, execute, deliver and record, or cause to be made, executed, delivered and recorded, any and all further instruments, certificates, and other documents as may, in the opinion of the Purchaser, be necessary or desirable in order to complete, perfect or continue and preserve the Lien of the Trust Agreement. Upon any failure by the County or the Authority to do so, the Purchaser or the Trustee may make, execute and record any and all such instruments, certificates and other documents for and in the name of the County and/or the Authority, as applicable, all at the sole expense of the County or the Authority, as applicable, and the County and the Authority hereby appoint the Purchaser and the Trustee the agent and attorney-in-fact of the County and the Authority to do so, this appointment being coupled with an interest and being irrevocable. In addition, at any time, and from time to time, upon request by the Purchaser or the Trustee, the County and/or the Authority, as applicable, February 14, 2017 Contra Costa County Board of Supervisors 307 -48- will, at its respective expense, provide any and all further instruments, certificates and other documents as may, in the opinion of the Purchaser or the Trustee, be necessary or desirable in order to verify the County’s and the Authority’s identity and background in a manner satisfactory to the Purchaser or the Trustee, as the case may be. Section 9.03. Amendments and Waivers; Enforcement. The Purchaser, the County and the Authority may from time to time enter into agreements amending, modifying or supplementing this Agreement or the other Related Documents or changing the rights of the Purchaser or the County hereunder or thereunder, and the Purchaser may from time to time grant waivers or consents to a departure from the due performance of the obligations of the County hereunder or thereunder. Any such agreement, waiver or consent must be in writing and shall be effective only to the extent specifically set forth in such writing. In the case of any such waiver or consent relating to any provision hereof, any Default or Event of Default so waived or consented to shall be deemed to be cured and not continuing, but no such waiver or consent shall extend to any other or subsequent Default or Event of Default or impair any right consequent thereto. Section 9.04. No Implied Waiver; Cumulative Remedies. No course of dealing and no delay or failure of the Purchaser in exercising any right, power or privilege under this Agreement or the other Related Documents shall affect any other or future exercise thereof or exercise of any right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of the Purchaser under this Agreement are cumulative and not exclusive of any rights or remedies which the Purchaser would otherwise have under any Related Document, at law or in equity. Section 9.05. Notices. All notices, requests, demands, directions and other communications (collectively “notices”) under the provisions of this Agreement shall be in writing (including facsimile communication), unless otherwise expressly permitted hereunder, and shall be sent by first-class mail or overnight delivery and shall be deemed received as follows: (i) if by first class mail, five (5) days after mailing; (ii) if by overnight delivery, on the next Business Day; (iii) if by telephone, when given to a person who confirms such receipt; and (iv) if by facsimile, when confirmation of receipt is obtained. All notices shall be sent to the applicable party at the following address or in accordance with the last unrevoked written direction from such party to the other parties hereto: The Authority: County of Contra Costa Public Financing Authority c/o County Administrator’s Office County of Contra Costa County Administration Building 651 Pine Street, 10th Floor Martinez, California 94553 Facsimile: (925) 646-1353 Telephone: (925) 335-1080 February 14, 2017 Contra Costa County Board of Supervisors 308 -49- The County: County of Contra Costa County Administration Building 651 Pine Street, 10th Floor Martinez, California 94553 Attention: Clerk of Board of Supervisors Facsimile: (925) 646-1353 Telephone: (925) 335-1080 The Purchaser: Wells Fargo Bank, National Association 100 West Washington Street, 20th Floor Phoenix, Arizona 85003 Attention: Bradley Schroeder Facsimile: (877) 302-2804 Telephone: (602) 378-5755 with a copy to: Wells Fargo Municipal Capital Strategies, LLC ________________________________ ________________________________ Attention: Readie Callahan Facsimile: Telephone: The Trustee: Wells Fargo Bank, National Association 1700 Lincoln Street, 10th Floor Denver, Colorado 80203 Attention: Corporate Trust Services Facsimile: ( ) [________] Telephone: (415) 371-2651 The Purchaser may rely on any notice (including telephone communication) purportedly made by or on behalf of the other, and shall have no duty to verify the identity or authority of the Person giving such notice, unless such actions or omissions would amount to gross negligence or intentional misconduct. Section 9.06. Right of Setoff. (a) Upon the occurrence of an Event of Default, the Purchaser or any other Bondholder may, at any time and from time to time, without notice to the County or any other person (any such notice being expressly waived), set off and appropriate and apply against and on account of any Obligations under this Agreement, without regard to whether or not the Purchaser or such Bondholder shall have made any demand therefor, and although such Obligations may be contingent or unmatured, any and all deposits (general or special, including but not limited to deposits made pursuant to this Agreement and Debt evidenced by certificates of deposit, whether matured or unmatured, but not including trust February 14, 2017 Contra Costa County Board of Supervisors 309 -50- accounts, such as restricted donor accounts) and any other Debt at any time held or owing by such Bondholder to or for the credit or the account of any or all of the County (b) Each Bondholder agrees promptly to notify the County after any such set-off and application referred to in subsection (a) above, provided that the failure to give such notice shall not affect the validity of such set-off and application. Subject to the provisions of subsection (a) above, the rights of a Bondholder under this Section 9.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Bondholder may have. Section 9.07. No Third-Party Rights. Nothing in this Agreement, whether express or implied, shall be construed to give to any Person other than the parties hereto and the Bondholders any legal or equitable right, remedy or claim under or in respect of this Agreement, which is intended for the sole and exclusive benefit of the parties hereto. Section 9.08. Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. Section 9.09. Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PROVISIONS. (b) EACH PARTY HERETO CONSENTS TO AND SUBMITS TO IN PERSONAM JURISDICTION AND VENUE IN THE STATE OF CALIFORNIA AND IN THE FEDERAL DISTRICT COURTS WHICH ARE LOCATED IN THE STATE OF CALIFORNIA. EACH PARTY ASSERTS THAT IT HAS PURPOSEFULLY AVAILED ITSELF OF THE BENEFITS OF THE LAWS OF THE STATE OF CALIFORNIA AND WAIVES ANY OBJECTION TO IN PERSONAM JURISDICTION ON THE GROUNDS OF MINIMUM CONTACTS, WAIVES ANY OBJECTION TO VENUE, AND WAIVES ANY PLEA OF FORUM NON CONVENIENS. THIS CONSENT TO AND SUBMISSION TO JURISDICTION IS WITH REGARD TO ANY ACTION RELATED TO THIS AGREEMENT. REGARDLESS OF WHETHER THE PARTY’S ACTIONS TOOK PLACE IN THE STATE OF CALIFORNIA OR ELSEWHERE IN THE UNITED STATES, THIS SUBMISSION TO JURISDICTION IS NONEXCLUSIVE, AND DOES NOT PRECLUDE EITHER PARTY FROM OBTAINING JURISDICTION OVER THE OTHER IN ANY COURT OTHERWISE HAVING JURISDICTION. (c) TO THE EXTENT PERMITTED BY APPLICABLE LAWS, EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE RELATED DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. IF AND TO THE EXTENT THAT THE FOREGOING WAIVER OF THE RIGHT TO A JURY TRIAL IS UNENFORCEABLE FOR ANY REASON IN SUCH FORUM, EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE ADJUDICATION OF ALL CLAIMS PURSUANT TO JUDICIAL REFERENCE AS PROVIDED IN CALIFORNIA CODE OF CIVIL February 14, 2017 Contra Costa County Board of Supervisors 310 -51- PROCEDURE SECTION 638, AND THE JUDICIAL REFEREE SHALL BE EMPOWERED TO HEAR AND DETERMINE ALL ISSUES IN SUCH REFERENCE, WHETHER FACT OR LAW. EACH OF THE PARTIES HERETO REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER AND CONSENT AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS AND CONSENTS TO JUDICIAL REFERENCE FOLLOWING CONSULTATION WITH LEGAL COUNSEL ON SUCH MATTERS. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT OR TO JUDICIAL REFERENCE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 AS PROVIDED HEREIN. (d) The covenants and waivers made pursuant to this Section 9.09 shall be irrevocable and unmodifiable, whether in writing or orally, and shall be applicable to any subsequent amendments, renewals, supplements or modifications of this Agreement. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. Section 9.10. Prior Understandings. This Agreement and the other Related Documents supersede all other prior understandings and agreements, whether written or oral, among the parties hereto relating to the transactions provided for herein and therein. Section 9.11. Duration. All representations and warranties of the County and the Authority contained herein or made in connection herewith shall survive the making of and shall not be waived by the execution and delivery of this Agreement or the other Related Documents. All covenants and agreements of the County and the Authority contained herein shall continue in full force and effect from and after the date hereof until the Obligations have been fully discharged. Section 9.12. Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Section 9.13. Successors and Assigns. (a) Successors and Assigns Generally. This Agreement is a continuing obligation and shall be binding upon the County and the Authority, their successors, transferees and assigns and shall inure to the benefit of the Bondholders and their respective permitted successors, transferees and assigns. Neither the County nor the Authority may assign or otherwise transfer any of their respective rights or obligations hereunder without the prior written consent of the Purchaser. Each Bondholder may, in its sole discretion and in accordance with applicable Law, from time to time assign, sell or transfer in whole or in part, this Agreement, its interest in the Bonds and the Related Documents in accordance with the provisions of paragraph (b) or (c) of this Section. Each Bondholder may at any time and from time to time enter into participation agreements in accordance with the provisions of paragraph (d) of this Section. Each Bondholder may at any time pledge or assign a security interest subject to the restrictions of paragraph (e) of this Section. Wells Fargo Bank, National Association shall be the Purchaser hereunder until such time as the Majority Bondholder designates an alternate Person to serve as the Purchaser hereunder by delivery of written notice to the County, the Authority and the Trustee and such February 14, 2017 Contra Costa County Board of Supervisors 311 -52- Person accepts and agrees to act as the Purchaser hereunder and under the Related Documents. The Majority Bondholder may so designate an alternate Person to act as the Purchaser from time to time. Upon acceptance and notification thereof to the County, the Authority and the Trustee, the successor to the Purchaser for such purposes shall thereupon succeed to and become vested with all of the rights, powers, privileges and responsibilities of the Purchaser, and Wells Fargo Bank, National Association or any other Person being replaced as the Purchaser shall be discharged from its duties and obligations as the Purchaser hereunder. (b) Sales and Transfers by Bondholder to a Purchaser Transferee. Without limitation of the foregoing generality, a Bondholder may at any time sell or otherwise transfer to one or more transferees all or a portion of the Bonds to a Person that is (i) a Purchaser Affiliate or (ii) a trust or other custodial arrangement established by the Purchaser or a Purchaser Affiliate, the owners of any beneficial interest in which are limited to “qualified institutional buyers” as defined in Rule 144A promulgated under the 1933 Act (each, a “Purchaser Transferee”). From and after the date of such sale or transfer, Wells Fargo Bank, National Association (and its successors) shall continue to have all of the rights of the Purchaser hereunder and under the other Related Documents as if no such transfer or sale had occurred; provided, however, that (A) no such sale or transfer referred to in clause (b)(i) or (b)(ii) hereof shall in any way affect the obligations of the Purchaser hereunder, (B) the County, the Authority and the Trustee shall be required to deal only with the Purchaser with respect to any matters under this Agreement and (C) in the case of a sale or transfer referred to in clause (b)(i) or (b)(ii) hereof, only the Purchaser shall be entitled to enforce the provisions of this Agreement against the County and the Authority. (c) Sales and Transfers by Bondholder to a Non-Purchaser Transferee. Without limitation of the foregoing generality, a Bondholder may at any time sell or otherwise transfer to one or more transferees which are not Purchaser Transferees but each of which constitutes a “qualified institutional buyer” as defined in Rule 144A promulgated under the 1933 Act (each a “Non-Purchaser Transferee”) all or a portion of the Bonds if (A) written notice of such sale or transfer, including that such sale or transfer is to a Non-Purchaser Transferee, together with addresses and related information with respect to the Non-Purchaser Transferee, shall have been given to the County, the Authority, the Trustee and the Purchaser (if different than the Bondholder) by such selling Bondholder and Non-Purchaser Transferee, and (B) the Non-Purchaser Transferee shall have delivered to the County, the Authority, the Trustee and the selling Bondholder, an investment letter in substantially the form delivered by the Purchaser on the Effective Date (the “Investor Letter”). From and after the date the County, the Authority, the Trustee and the selling Bondholder have received written notice and an executed Investor Letter, (A) the Non-Purchaser Transferee thereunder shall be a party hereto and shall have the rights and obligations of a Bondholder hereunder and under the other Related Documents, and this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to effect the addition of the Non-Purchaser Transferee, and any reference to the assigning Bondholder hereunder and under the other Related Documents shall thereafter refer to such transferring Bondholder and to the Non-Purchaser Transferee to the extent of their respective interests, and (B) if the transferring February 14, 2017 Contra Costa County Board of Supervisors 312 -53- Bondholder no longer owns any Bonds, then it shall relinquish its rights and be released from its obligations hereunder and under the Related Documents. (d) Participations. The Purchaser shall have the right to grant participations in all or a portion of the Purchaser’s interest in the Bonds, this Agreement and the other Related Documents to one or more other banking institutions; provided, however, that (i) no such participation by any such participant shall in any way affect the obligations of the Purchaser hereunder and (ii) the County, the Authority and the Trustee shall be required to deal only with the Purchaser, with respect to any matters under this Agreement, the Bonds and the other Related Documents and no such participant shall be entitled to enforce any provision hereunder against the County or the Authority, as applicable. (e) Certain Pledges. The Purchaser may at any time pledge or grant a security interest in all or any portion of its rights under the Bonds, this Agreement and the Related Documents to secure obligations of the Purchaser, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Purchaser from any of its obligations hereunder or substitute any such pledgee or assignee for the Purchaser as a party hereto. Section 9.14. No Advisory or Fiduciary Responsibility. In connection with all aspects of the transactions contemplated by this Agreement and the Related Documents (including in connection with any amendment, waiver or other modification of this Agreement or of any Related Document), the County and the Authority acknowledge and agree that: (a)(i) any arranging, structuring and other services regarding this Agreement and the Related Documents provided by the Purchaser or any Affiliate of the Purchaser are arm’s length commercial transactions between the County and/or the Authority on the one hand, and the Purchaser and any Affiliate of the Purchaser on the other hand, (ii) the County and the Authority have consulted their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the County and the Authority are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Related Documents; (b)(i) the Purchaser and each Affiliate of the Purchaser is and has been acting solely as a principal and has not been, is not, and will not be acting as an advisor, agent or fiduciary for the County, the Authority or any other Person and (ii) neither the Purchaser nor any Affiliate of the Purchaser has any obligation to the County or the Authority with respect to the transactions contemplated by this Agreement and the Related Documents, except those obligations expressly set forth herein; and (c) the Purchaser and each Affiliate of the Purchaser may be engaged in a broad range of transactions that involve interests that differ from those of the County and/or the Authority, and neither the Purchaser nor any Affiliate of the Purchaser has any obligation to disclose any of such interests to the County or the Authority. To the fullest extent permitted by Applicable Laws, the County and the Authority hereby waive and release any claims that they may have against the Purchaser and each Affiliate of the Purchaser with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of the transactions contemplated by this Agreement and the Related Documents. February 14, 2017 Contra Costa County Board of Supervisors 313 -54- Section 9.15. Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Section 9.16. Electronic Signatures. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. The parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means; “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a “pdf” (portable document format) or other replicating image attached to an e-mail message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] February 14, 2017 Contra Costa County Board of Supervisors 314 Signature Page to Continuing Covenant Agreement IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the Effective Date. WELLS FARGO BANK, NATIONAL ASSOCIATION By: ____________________________________ Name: ______________________________ Title: _______________________________ COUNTY OF CONTRA COSTA By: ____________________________________ Name: ______________________________ Title: _______________________________ COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: ____________________________________ Name: ______________________________ Title: _______________________________ February 14, 2017 Contra Costa County Board of Supervisors 315 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE This Compliance Certificate (this “Certificate”) is furnished to Wells Fargo Bank, National Association (the “Purchaser”) pursuant to the Continuing Covenant Agreement dated as of March 1, 2017 (the “Agreement”), among the County of Contra Costa (the “County”), the County of Contra Costa Financing Authority and Purchaser. Unless otherwise defined herein, the terms used in this Certificate shall have the meanings assigned thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected [chief financial officer] of the County; 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the County during the accounting period covered by the attached financial statements; 3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; [and] 4. The financial statements required by Section 6.05 of the Agreement and being furnished to you concurrently with this certificate fairly represent the consolidated financial condition of the County in accordance with GAAP as of the dates and for the periods covered thereby. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the County has taken, is taking, or proposes to take with respect to each such condition or event: _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ February 14, 2017 Contra Costa County Board of Supervisors 316 A-2 The foregoing certifications and the financial statements delivered with this Certificate in support hereof, are made and delivered this _________ day of _______________, 20__. COUNTY OF CONTRA COSTA By ____________________________________ Name: ______________________________ Title: _______________________________ February 14, 2017 Contra Costa County Board of Supervisors 317 EXHIBIT B Upon the occurrence of a Break Event, the Breakage Fee shall be calculated and paid as follows: “Break Date” means any date that an optional redemption is made. “Break Event” means any optional redemption. “Calculation Agent” will be Wells Fargo Bank, National Association. If for any reason Wells Fargo Bank, National Association is unable or unwilling to calculate the Breakage Fee, the Calculation Agent shall be an independent financial advisor or investment banker appointed by the County with the consent of the Purchaser. “Day Count Fraction” is the anticipated basis on which interest at the Fixed Rate is to be computed on each of the Bonds. The Day Count Fraction utilizes a 360-day year and consisting of twelve 30-day months. “Reference Rate” means the [Reference Rate%]. “Scheduled Due Date” means each date specified on the Amortization Schedule attached as Schedule I hereto. “Schedule of Principal Amount” is the anticipated principal amount of the Bonds scheduled to be outstanding on the date the Bond is funded and on the Scheduled Due Date. The Schedule of Principal Amounts for the Scheduled Due Dates is specified on the Amortization Schedule attached as Schedule I hereto. 1. In connection with any Break Event, a Breakage Fee shall be paid by the County if the Breakage Fee is a positive number. No Breakage Fee shall be payable for a Break Event if the Breakage Fee for that Break Event is a negative number. Breakage Fees will be determined by the Calculation Agent, on the Business Day next preceding any Break Date and will be calculated for the Bonds as follows: “Breakage Fee” for any Break Event is the difference of: (i) the sum of the present values of a series of amounts computed for each Scheduled Due Date after the Break Date through the Maturity Date for the Bond, each of which amounts is equal to the product of (A) the Affected Principal Amount for the Affected Principal Period ending on the Scheduled Due Date, times (B) the Reference Rate, times (C) the Day Count Fraction for such Affected Principal Period, minus February 14, 2017 Contra Costa County Board of Supervisors 318 C-2- (ii) the sum of the present values of a series of amounts computed for each Scheduled Due Date after the Break Date through the Maturity Date for the Bond, each of which amounts is equal to the product of (A) the Affected Principal Amount for the Affected Principal Period ending on the Scheduled Due Date, times (B) the Break Rate, times (C) the Day Count Fraction for such Affected Principal Period, where: (1) the “Calculation Agent” computes such present values by discounting each such series of amounts described in clause (i) and (ii) above from the Scheduled Due Date to the Break Date using a series of discount factors corresponding to the Scheduled Due Date as determined by the Calculation Agent from the swap yield curve that the Calculation Agent would use as of the Break Date in valuing a series of fixed rate interest rate swap payments similar to such series of amounts; (2) the “Affected Principal Amount” for an Affected Principal Period is the principal amount of the Bonds reflected in the Schedule of Principal Amounts scheduled to be outstanding during that Affected Principal Period determined as of the relevant Break Date by the reference to such Schedule of Principal Amounts before giving effect to any Break Event on that Break Date, and for any Break Event, multiplying each such principal amount times the Prepayment Fraction; (3) “Affected Principal Period” is each period from and including a Scheduled Due Date to but excluding the next succeeding Scheduled Due Date; provided, however, if the Break Date is not a Scheduled Due Date, the initial Affected Principal Period shall be the period from and including the Break Date to but excluding the next succeeding Scheduled Due Date and the Affected Principal Period for such initial Affected Principal Period shall be the amount stated in the Schedule of Principal Amounts outstanding for the Scheduled Due Date next preceding the Break Date; (4) “Prepayment Fraction” means, for each Scheduled Due Date, a fraction the numerator of which is the amount of the credit to be applied pursuant to the applicable provisions of the Bond and the Trust Agreement to reduce the amount of the prepayment otherwise due on such date and the denominator of which is the amount of the payment otherwise due on such date (without regard to such credit); and (5) “Break Rate” means, for any Break Date, and with respect to each Bond, the fixed rate the Calculation Agent determines is representative of what swap dealers would be willing to pay to the Calculation Agent (or, if required to be cleared under the Commodity Exchange Act or a Commodity Futures Trading Commission rule or regulation promulgated thereunder, to a swap clearinghouse) as fixed rate payors on a semi-annual basis in return for receiving one-month LIBOR-based payments monthly under interest rate swap transactions that would commence on such Break Date, and mature on, or as close as commercially practicable to, the Maturity Date for such Bond; February 14, 2017 Contra Costa County Board of Supervisors 319 C-3- 2. The Calculation Agent shall determine the Breakage Fee hereunder in good faith using such methodology as the Calculation Agent deems appropriate under the circumstance, and the Calculation Agent’s determination shall be conclusive and binding in the absence of manifest error. February 14, 2017 Contra Costa County Board of Supervisors 320 SCHEDULE I AMORTIZATION SCHEDULE Scheduled Date Schedule of Principal Amounts February 14, 2017 Contra Costa County Board of Supervisors 321 February 14, 2017 Contra Costa County Board of Supervisors 322 RECOMMENDATION(S): Acting as the Governing Board of the County of Contra Costa Public Financing Authority: 1. ADOPT Resolution No. 2017/56, approving the issuance by the Contra Costa Public Financing Authority of Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A, in a principal amount not to exceed $105,000,000 to finance various capital projects and a refunding of outstanding bonds for savings; 2. APPROVE and AUTHORIZE the forms of and directing the execution and delivery of a Trust Agreement, Site Lease, Facilities Lease, a Continuing Covenant Agreement, an Escrow Agreement and related financing documents; and 3. APPROVE and AUTHORIZE the taking of necessary actions and the execution of necessary documents in connection therewith. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Timothy Ewell, 925-335-1036 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: Hon. Robert R. Campbell, Auditor-Controller, Hon. Russell V. Watts, Treasurer-Tax Collector, Rebecca Hooley, Deputy County Counsel, Diana Oyler, Public Works Department D.7 To:Contra Costa County Public Financing Authority From:David Twa, County Administrator Date:February 14, 2017 Contra Costa County Subject:AUTHORIZE ISSUANCE OF LEASE REVENUE BONDS, 2017 SERIES A February 14, 2017 Contra Costa County Board of Supervisors 323 FISCAL IMPACT: Issuance of up to $105 million in bond financing. In current market conditions, the County expects to issue $9.525 million for new capital projects and approximately $90.075 to refund existing lease revenue bonds. The refunding of eligible bonds at current market rates will save the County approximately $9.3 million on a net present value basis through 2028. BACKGROUND: The County has improvements to the Contra Costa Regional Medical Center, the Pittsburg Health Center, Contra Costa Health Services and the Women, Infant & Children Building in the approximate amount of $9.5 million. In addition, a portion of the Authority’s existing Lease Revenue Bonds can be refunded in the current market for debt service savings. In the current market, the Authority could issue approximately $99,600,000 of fixed rate direct purchase 2017 Series A Bonds (the “2017A Bonds”) to finance various improvements and to refund the Authority’s outstanding 2007 Series A, 2007 Series B, and 2009 Series A Lease Revenue Bonds. New Money Bonds: Capital Improvements - The Authority would finance approximately $9,500,000 in various capital improvements. The bonds would have level debt service and amortize over 10 years, with principal paid from 2018 through 2027, in an approximate amount of $1.08 million per year. Refunding Bonds: The refunding portion of the 2017A Bonds would be structured with uniform savings by refunded series, and would include the 2007 A&B bonds and 2009A bonds, with a cumulative refunded principal amount of $117 million. There is a debt service reserve fund associated with the refunded 2007 Series A and B bonds, a portion of which is funded with cash. The cash associated with the reserve fund will be contributed to the refunding escrow and will reduce the amount of bonds needed to be issued to refund the 2007A and B bonds. Refunding savings are dependent on market rates, but we anticipate a total cash flow savings of $24.6 million and a net present value savings of $9.25 million, or 7.91%, based on current market rates. 1999 Trust Agreement: The 2007 Series A and B potential refunded bonds were issued pursuant to the 1999 Trust Agreement and are the only bonds remaining under that Trust Agreement. The refunding of these bonds will release the leased assets from the 1999 Trust Agreement. The 2017A Bonds would be issued under a new 2017 Trust Agreement. As with the Authority’s existing Lease Revenue Bonds, the total value of the leased facilities must equal or exceed the par amount of the bonds and the fair market rental value of the leased facilities must equal or exceed the annual debt service payments on the bonds. The 2017A Bonds are not expected to have level overall debt service because the refunded bonds do not have level debt service. As such, the intention would be to secure the 2017A Bonds with several assets, with various lease maturity dates based on the shape of the 2017A debt service. All of the above results are subject to market conditions at the time of financing. February 14, 2017 Contra Costa County Board of Supervisors 324 Various documents are necessary to complete the financing and refunding, including a Trust Agreement, Site Lease, Facilities Lease, a Continuing Covenant Agreement, an Escrow Agreement and related financing documents (collectively, the “Financing Documents”). Through the Site Lease, the County leases certain facilities to the Authority. The County then leases back the facilities leased to the Authority under the Facilities Lease. Based on the revenue from the lease back of the facilities, and pursuant to the terms of the Trust Agreement, the Authority issues bonds and Wells Fargo Bank, National Association (WFB) acts as trustee for the bonds. Finally, under the terms of the Continuing Covenant Agreement, WFB will purchase the bonds and the County and Authority will take certain actions and deliver certain documents. The terms of the Continuing Covenant contain WFB’s remedies in the event that the County or Authority default on their respective obligations and requires the County and Authority to indemnify WFB for actions related to various Financing Documents and the bonds. CONSEQUENCE OF NEGATIVE ACTION: The Authority will be unable to issue the bonds, delaying construction and reimbursement of capital projects. In addition, the County would be unable to realize savings from refunding of existing debt. CHILDREN'S IMPACT STATEMENT: No impact. AGENDA ATTACHMENTS Resolution No. 2017/56 Body of Resolution No. 2017/56 Trust Agreement Facilities Lease Site Lease Escrow Agreement Continuing Covenant Agreement MINUTES ATTACHMENTS Signed Resolution No. 2017/56 February 14, 2017 Contra Costa County Board of Supervisors 325 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 02/14/2017 by the following vote: AYE: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/56 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF LEASE REVENUE BONDS, 2017 SERIES A IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $105,000,000 TO FINANCE VARIOUS CAPITAL PROJECTS AND TO REFUND VARIOUS OUTSTANDING LEASE REVENUE BONDS, AUTHORIZING THE FORMS OF AND DIRECTING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, A SITE LEASE, A FACILITIES LEASE, A CONTINUING COVENANT AGREEMENT, AN ESCROW AGREEMENT AND RELATED FINANCING DOCUMENTS; AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION OF NECESSARY DOCUMENTS IN CONNECTION THEREWITH WHEREAS, the County of Contra Costa (the “County”) and the Contra Costa County Flood Control and Water Conservation District have entered into an Amended and Restated Joint Exercise of Powers Agreement, dated June 16, 2015 pursuant to an amendment of the Joint Exercise of Powers Agreement, dated as of April 7, 1992 (as amended, the “Joint Powers Agreement”), between the County and the Contra Costa County Redevelopment Agency which Joint Powers Agreement creates and establishes the County of Contra Costa Public Financing Authority (the “Authority”); WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”) and the Joint Powers Agreement, the Authority is authorized to issue bonds for financing public capital improvements whenever there are significant public benefits; WHEREAS, pursuant to a Trust Agreement, dated as of February 1, 1999 (as previously amended and supplemented, the “1999 Trust Agreement”), by and between the Authority and Wells Fargo Bank, National Association, as successor trustee (the “Trustee”), the Authority issued $122,065,000 of its Lease Revenue Bonds (Refunding and Various Capital Projects), 2007 Series A (the “2007 Series A Bonds”), and $110,265,000 of its Lease Revenue Bonds (Medical Center Refunding), 2007 Series B (the “2007 Series B Bonds” and, together with the 2007 Series A Bonds, the “2007 Refunded Bonds”) in order to finance and refinance capital projects for the County; WHEREAS, pursuant to a Trust Agreement, dated as of June 1, 2009 (the “2009 Trust Agreement”), by and between the Authority and Trustee, the Authority issued $25,061,614.90 of its Lease Revenue Bonds (Capital Project Program), 2009 Series A (the “2009 Series A Bonds,” and collectively with the 2007 Refunded Bonds, the “Refunded Bonds”) in order to finance and refinance capital projects for the County; WHEREAS, the County has requested the Authority to assist the County in the refunding and defeasance of the Refunded Bonds in order to produce debt service savings resulting in significant public benefits for the County; WHEREAS, the County Board of Supervisors has requested the Authority to assist the County in financing all or a portion of the cost of various public capital projects, including, but not limited to, (i) improvements to the Contra Costa Regional Medical Center, located at 2500 Alhambra Avenue in the City of Martinez; (ii) expansion and improvements to the Pittsburg Health Center, located at 2311 Loveridge Road in the City of Pittsburg; (iii) improvements to the Contra Costa Health Services, located at 595 Center Avenue and 597 Center Avenue in the City of Martinez; and (iv) improvements to the Women, Infant & Children Building, located at 13601 San Pablo Avenue in the City of San Pablo (collectively, the “2017 Project”); WHEREAS, the County has requested and approved the Authority’s issuance of County of Contra Costa Public Financing 5 February 14, 2017 Contra Costa County Board of Supervisors 326 Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A (the “Bonds”) in an amount sufficient to finance the 2017 Project, refund the Refunded Bonds and pay related costs of issuance; WHEREAS, in accordance with the requirements of Section 6586.5 of the Act, a public hearing regarding the financing of the 2017 Project proposed herein was heretofore conducted by the County on February 14, 2017; WHEREAS, notice of such hearing was published at least five days prior to such hearing in a newspaper of general circulation in the County; WHEREAS, the County has determined that the financing of the 2017 Project by the issuance of the Bonds by the Authority will result in significant public benefits to the County, including demonstrable savings in effective interest rate, bond preparation, or bond issuance costs; WHEREAS, it is proposed that the Authority and the Trustee enter into a trust agreement (the “Trust Agreement”), acknowledged by the County, and, pursuant to the Trust Agreement, the Authority will issue the Bonds in an aggregate principal amount not to exceed $105,000,000; WHEREAS, it is proposed that the Authority enter into a site lease (the “Site Lease”) pursuant to which the County will lease certain real property, including, but not limited to the facilities described in the Site Lease (collectively with all such property to be leased pursuant to the Site Lease (the “2017 Facilities”), to the Authority; WHEREAS, it is proposed that the Authority enter into a facilities lease (the “Facilities Lease”) pursuant to which it will lease back the 2017 Facilities to the County; WHEREAS, under the Facilities Lease, the County will be obligated to make base rental payments to the Authority which the Authority will cause to be used to pay debt service on the Bonds; WHEREAS, the County deems it necessary and desirable to authorize the sale of the Bonds by a direct purchase to Wells Fargo Bank, National Association or one of its affiliates (the “Purchaser”) pursuant to a Continuing Covenant Agreement among the County, the Authority and the Purchaser (the “Continuing Covenant Agreement”); WHEREAS, a form of Escrow Agreement with respect to the 2007 Refunded Bonds (the “Escrow Agreement”) between the Authority and the Trustee, as escrow agent, has been prepared; WHEREAS, Montague DeRose and Associates, LLC, is serving as financial advisor (the “Financial Advisor”) to the County and the Authority, and Nixon Peabody LLP is serving as bond counsel (“Bond Counsel”) to the County and the Authority in connection with the financing and refinancing; WHEREAS, this Board has been presented with the substantially final form of each document referred to herein relating to the Bonds, and the Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; WHEREAS, the Authority has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions hereinafter authorized; and WHEREAS, the Authority expects to finance the 2017 Project and to refund the Refunded Bonds on a tax-exempt basis; Contact: Timothy Ewell, 925-335-1036 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: Hon. Robert R. Campbell, Auditor-Controller, Hon. Russell V. Watts, Treasurer-Tax Collector, Rebecca Hooley, Deputy County Counsel, Diana Oyler, Public Works Department February 14, 2017 Contra Costa County Board of Supervisors 327 February 14, 2017 Contra Costa County Board of Supervisors 328 February 14, 2017 Contra Costa County Board of Supervisors 329 NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the County of Contra Costa Public Financing Authority, as follows: Section 1. The foregoing recitals are true and correct and this Board so finds and determines. Section 2. The issuance and sale of the Bonds by the Authority, in a principal amount not to exceed $105,000,000, for the financing of the 2017 Project, the refunding of the Refunded Bonds and the payment of related transaction costs is hereby authorized and approved. Section 3. The form of Site Lease on file with the Secretary of the Board of Directors is hereby approved, and the Chair of the Board of Directors, the Vice Chair of the Board of Directors, the Executive Director of the Authority or the Deputy Executive Director of the Authority or any designee of any such official (the “Authorized Signatories”) and the Secretary of the Board of Directors or any Assistant Secretary of the Board of Directors (the “Secretary”), each acting alone, are hereby authorized and directed to execute and deliver, and the Secretary to attest, the Site Lease in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term thereof shall end on the date on which all Base Rental Payments and Additional Payments due and owing under the Facilities Lease are paid in full, not to exceed a term of 20 years. Section 4. The form of Facilities Lease on file with the Secretary is hereby approved, and any one of the Authorized Signatories, each acting alone, is hereby authorized and directed to execute and deliver, and the Secretary to attest, the Facilities Lease in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the maximum annual base rental payments payable under the Facilities Lease shall not exceed $21 million and the term of the Facilities Lease (including any extensions) shall end on the date on which all of the Base Rental Payments and Additional Payments have been paid in full; provided that in the event the obligation of the County to pay Base Rental Payments or Additional Payments is abated for any period under the Facilities Lease, the term of the Facilities Lease shall extend until such time as all Base Rental Payments and Additional Payments set forth in the Facilities Lease have been paid in full, provided that the term of the Facilities Lease shall not extend more than ten years following the last Base Rental Payment date set forth in the Facilities Lease. Section 5. The form of Trust Agreement on file with the Secretary is hereby approved. Any one of the Authorized Signatories, each acting alone, is hereby authorized and directed to execute and deliver, and the Secretary to attest, the Trust Agreement in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The form of Continuing Covenant Agreement on file with the Secretary of the Authority is hereby approved. Any one of the Authorized Signatories is hereby authorized and directed, for and in the name and on behalf of the Authority, to accept the offer of the Purchaser to purchase the Bonds as reflected in the Continuing Covenant Agreement; and to February 14, 2017 Contra Costa County Board of Supervisors 330 execute and deliver the Continuing Covenant Agreement in substantially the form on file with the Secretary of the Authority, with such additions, deletions, changes and corrections therein as such officer determines are necessary or appropriate and are approved by such officer, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however that (i) the interest rate on the Bonds (excluding any default rate or taxable rate) shall not exceed a true interest cost of three and a half percent (3.5%) per annum, and (ii) the refunding of the Refunded Bonds shall result in savings in accordance with the County’s Debt Management Policy. Section 7. The proposed form of Escrow Agreement on file with the Secretary is hereby approved. Any one of the Authorized Signatories, each acting alone, is hereby authorized and directed to execute and deliver the Escrow Agreement in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the acknowledgement thereof Section 8. The Authorized Signatories are each hereby authorized to enter into one or more investment agreements, float contracts, other hedging products that are authorized under the County’s Debt Policy from time to time (hereinafter collectively referred to as the “Investment Agreement”) providing for the investment of moneys in any of the funds and accounts created under the Trust Agreement, on such terms as the Authorized Signatories shall deem appropriate including providing investments with terms up to the final maturity date of the Bonds. Pursuant to Section 5922 of the California Government Code, this Board hereby finds and determines that the Investment Agreement is designed to reduce the amount and duration of interest rate risk with respect to amounts invested pursuant to the Investment Agreement and is designed to reduce the amount or duration of payment, rate, spread or similar risk or result in a lower cost of borrowing when used in combination with the Bonds or enhance the relationship between risk and return with respect to investments. Section 9. The Authorized Signatories and other officers of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, modifying the bond caption and series designation of the Bonds, executing and delivering documents related to transfers of real property, lease terminations, title clarifications, property acceptances, signature certificates, no-litigation certificates and tax and rebate certificates, and execution of any escrow instructions and documents in connection with the refunding and defeasance of the Refunded Bonds. The Authorized Signatories and the County Finance Director on behalf of the Authority are hereby authorized and directed to execute and deliver any and all certificates, instructions as to investments, written requests and other certificates necessary and desirable to administer the Bonds and the Trust Agreement or other documents authorized hereunder including executing the Written Requests of the Authority authorizing disbursements from the Costs of Issuance Fund for payment of costs of issuance such as legal and financial advisor fees, trustee’s fees, title insurance premiums, insurance premiums and reserve surety premiums (if any), publication and printing costs and similar expenses of the bond financing. February 14, 2017 Contra Costa County Board of Supervisors 331 Section 10. The Board hereby confirms the appointments of the following officers of the County as officers of the Authority: County Administrator as Executive Director and Secretary; County Public Works Director as Assistant Executive Director; Chief Assistant County Administrator as Deputy Executive Director; County Finance Director as Deputy Executive Director; County Auditor Controller as Treasurer; and County Finance Director as Assistant Secretary and authorizes the Secretary to appoint and carry out his duties through deputies. Section 11. All actions heretofore taken by the officers and agents of the Authority with respect to the issuance and sale of the Bonds are hereby approved and confirmed. February 14, 2017 Contra Costa County Board of Supervisors 332 Section 12. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 14th day of February, 2017. Chair of the Board of Directors County of Contra Costa Public Financing Authority ATTEST: Deputy Secretary February 14, 2017 Contra Costa County Board of Supervisors 333 4811-1349-3312.6 SECRETARY’S CERTIFICATE The undersigned, Deputy Secretary of the Board of Directors of the County of Contra Costa Public Financing Authority, hereby certifies as follows: The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Directors of said Authority duly and regularly held at the regular meeting place thereof on the 14th day of February, 2017, 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: 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. The foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting; 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 14th day of February, 2017. Deputy Secretary February 14, 2017 Contra Costa County Board of Supervisors 334 4848-0290-9760.4 NP DRAFT 2/7/17 TRUST AGREEMENT by and between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Dated as of [March] 1, 2017 $[_________] County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A February 14, 2017 Contra Costa County Board of Supervisors 335 4848-0290-9760.4 TABLE OF CONTENTS Page i ARTICLE I DEFINITIONS; EQUAL SECURITY ....................................................................... 3 SECTION 1.01 Definitions....................................................................................... 3 SECTION 1.02 Equal Security ............................................................................... 12 SECTION 1.03 Interpretation ................................................................................. 13 ARTICLE II THE BONDS ........................................................................................................... 13 SECTION 2.01 Authorization of Bonds ................................................................. 13 SECTION 2.02 Terms of the Bonds ....................................................................... 13 SECTION 2.03 Form of Bonds .............................................................................. 15 SECTION 2.04 Execution of Bonds ....................................................................... 15 SECTION 2.05 Transfer and Payment of Bonds .................................................... 15 SECTION 2.06 Exchange of Bonds ....................................................................... 16 SECTION 2.07 Bond Registration Books .............................................................. 17 SECTION 2.08 Mutilated, Destroyed, Stolen or Lost Bonds; Temporary Bonds ............................................................................................ 17 SECTION 2.09 Special Covenant as to Book-Entry Only System for Bonds ....... 18 ARTICLE III ISSUANCE OF Bonds ........................................................................................... 19 SECTION 3.01 Procedure for the Issuance of Bonds ............................................ 19 SECTION 3.02 Project Fund .................................................................................. 20 SECTION 3.03 Intentionally Left Blank ................................................................ 21 SECTION 3.04 Intentionally Left Blank ................................................................ 21 SECTION 3.05 Limitations on the Issuance of Obligations Payable From Revenues ....................................................................................... 21 ARTICLE IV REDEMPTION OF BONDS ................................................................................. 21 SECTION 4.01 Extraordinary Redemption ............................................................ 21 SECTION 4.02 Optional Redemption .................................................................... 21 SECTION 4.03 [Mandatory Sinking Fund Redemption ........................................ 22 SECTION 4.04 Selection of Bonds for Redemption .............................................. 22 SECTION 4.05 Notice of Redemption; Cancellation; Effect of Redemption ........ 22 ARTICLE V REVENUES ............................................................................................................ 23 SECTION 5.01 Pledge of Revenues and Assignment ............................................ 23 SECTION 5.02 Receipt and Deposit of Revenues in the Revenue Fund ............... 24 SECTION 5.03 Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund ......................................................... 24 SECTION 5.04 Application of Insurance Proceeds ............................................... 25 SECTION 5.05 Deposit and Investments of Money in Accounts and Funds ........ 26 ARTICLE VI COVENANTS OF THE AUTHORITY ................................................................ 27 SECTION 6.01 Punctual Payment and Performance ............................................. 27 SECTION 6.02 Against Encumbrances.................................................................. 27 February 14, 2017 Contra Costa County Board of Supervisors 336 4848-0290-9760.4 TABLE OF CONTENTS (continued) Page ii SECTION 6.03 Rebate Fund .................................................................................. 27 SECTION 6.04 Tax Covenants .............................................................................. 27 SECTION 6.05 Accounting Records and Reports.................................................. 28 SECTION 6.06 Prosecution and Defense of Suits ................................................. 28 SECTION 6.07 Further Assurances........................................................................ 28 SECTION 6.08 Maintenance of Revenues ............................................................. 29 SECTION 6.09 Amendments to Facilities Lease and Site Lease ........................... 29 SECTION 6.10 Leasehold Estate ........................................................................... 30 SECTION 6.11 Intentionally Left Blank ................................................................ 31 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS .................. 31 SECTION 7.01 Events of Default and Acceleration of Maturities ........................ 31 SECTION 7.02 Application of Funds Upon Acceleration ..................................... 32 SECTION 7.03 Institution of Legal Proceedings by Trustee ................................. 33 SECTION 7.04 Non-Waiver................................................................................... 33 SECTION 7.05 Remedies Not Exclusive ............................................................... 33 SECTION 7.06 [Bondholders’ Direction of Proceedings ...................................... 34 SECTION 7.07 Limitation on Bondholders’ Right to Sue ..................................... 34 ARTICLE VIII THE TRUSTEE .................................................................................................. 34 SECTION 8.01 The Trustee ................................................................................... 34 SECTION 8.02 Liability of Trustee ....................................................................... 35 SECTION 8.03 Compensation and Indemnification of Trustee ............................. 38 ARTICLE IX AMENDMENT OF THE TRUST AGREEMENT ............................................... 38 SECTION 9.01 Amendment of the Trust Agreement ............................................ 38 SECTION 9.02 Disqualified Bonds........................................................................ 39 SECTION 9.03 Endorsement or Replacement of Bonds After Amendment ......... 40 SECTION 9.04 Notice to and Consent of Bondholders ......................................... 40 SECTION 9.05 Amendment by Mutual Consent ................................................... 40 ARTICLE X DEFEASANCE ....................................................................................................... 40 SECTION 10.01 [Discharge of Bonds ..................................................................... 40 SECTION 10.02 Unclaimed Money ......................................................................... 41 ARTICLE XI MISCELLANEOUS .............................................................................................. 42 SECTION 11.01 Liability of Authority Limited to Revenues .................................. 42 SECTION 11.02 Benefits of this Trust Agreement Limited to Parties and Third Party Beneficiaries .............................................................. 42 SECTION 11.03 Successor Is Deemed Included in All References to Predecessor ................................................................................... 42 SECTION 11.04 Execution of Documents by Bondholders .................................... 43 SECTION 11.05 Waiver of Personal Liability ......................................................... 43 SECTION 11.06 Intentionally Left Blank ................................................................ 43 February 14, 2017 Contra Costa County Board of Supervisors 337 4848-0290-9760.4 TABLE OF CONTENTS (continued) Page iii SECTION 11.07 Accounts and Funds ...................................................................... 43 SECTION 11.08 Business Day ................................................................................. 43 SECTION 11.09 Notices .......................................................................................... 43 SECTION 11.10 Article and Section Headings and References .............................. 44 SECTION 11.11 Partial Invalidity............................................................................ 44 SECTION 11.12 Governing Law ............................................................................. 44 SECTION 11.13 Execution in Several Counterparts................................................ 45 Exhibit A Form of 2017 Series A Bond ................................................................................ A-1 Exhibit B Form of Requisition – Project Fund ..................................................................... B-1 Exhibit C Form of Requisition – Costs of Issuance ............................................................. C-1 February 14, 2017 Contra Costa County Board of Supervisors 338 4848-0290-9760.4 THIS TRUST AGREEMENT dated as of [March] 1, 2017 (the “Trust Agreement”), by and between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the “Authority”), a joint exercise of powers authority duly organized and existing pursuant to an agreement entitled “Amended and Restated Joint Exercise of Powers Agreement” by and between the County of Contra Costa and the Contra Costa County Flood Control and Water Conservation District, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America and qualified to accept and administer the trusts hereby created, as trustee (the “Trustee”); W I T N E S S E T H: WHEREAS, the Authority is a joint exercise of powers authority duly organized and operating pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (hereinafter, the “Act”); WHEREAS, Article 4 of the Act authorizes and empowers the Authority to issue bonds to assist local agencies in financing projects and programs consisting of certain public improvements or working capital or liability and other insurance needs whenever a local agency determines that there are significant public benefits from so doing; WHEREAS, the Authority has issued $122,065,000 of its Lease Revenue Bonds (Refunding and Various Capital Projects), 2007 Series A (the “2007 Series A Bonds”), and $110,265,000 of its Lease Revenue Bonds (Medical Center Refunding), 2007 Series B (the “2007 Series B Bonds” and, together with the 2007 Series A Bonds, the “2007 Refunded Bonds”) pursuant to a Trust Agreement, dated as of February 1, 1999 (as supplemented and amended, the “1999 Trust Agreement”), by and between the Authority and Wells Fargo Bank, National Association, as trustee (the “2007 Trustee”) successor to U.S. Bank National Association, as trustee; WHEREAS, the Authority has issued $25,061,614.90 of its Lease Revenue Bonds (Capital Project Program), 2009 Series A (the “2009 Refunded Bonds,” and collectively with 2007 Refunded Bonds, the “Refunded Bonds”) pursuant to a Trust Agreement, dated as of June 1, 2009 (as supplemented and amended, the “2009 Trust Agreement”), by and between the Authority and Wells Fargo Bank, National Association, as trustee (the “2009 Trustee”); WHEREAS, the County of Contra Costa (the “County”) following a public hearing duly noticed and held, has determined that the consummation of the transactions contemplated in the Site Lease (as hereinafter defined), the Facilities Lease (as hereinafter defined), the Continuing Covenant Agreement (as hereinafter defined) and this Trust Agreement will result in significant public benefits; WHEREAS, the Authority is empowered pursuant to the Facilities Lease and Article 4 of the Act to cause the lease of the Facilities (as hereinafter defined), and to cause the financing of the Project (as hereinafter defined) and the refunding of the Prior Bonds through the issuance of its bonds; February 14, 2017 Contra Costa County Board of Supervisors 339 4848-0290-9760.4 2 WHEREAS, the County has determined to finance and refinance various capital projects as set forth in Exhibit D to the Facilities Lease (as amended from time to time, the “Capital Projects”); WHEREAS, the Authority intends to assist the County in financing and refinancing the Capital Projects and refunding all of the Refunded Bonds by issuing the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A (the “Bonds”); WHEREAS, the County will lease to the Authority certain capital assets of the County (the “Facilities”) pursuant to the Site Lease; WHEREAS, the County will lease back the Facilities from the Authority pursuant to the terms of the Facilities Lease; WHEREAS, the Authority has authorized the issuance of the Bonds, in an aggregate principal amount of [___________] dollars ($[______]) to assist in financing a portion of the Capital Projects and refunding the Refunded Bonds; WHEREAS, to reduce the borrowing costs of the Authority and the base rental payments of the County, and to help the financing of the Capital Projects and the refunding of the Refunded Bonds, from which significant public benefit will be achieved, the Bonds shall be issued pursuant to Article 4 of the Act; WHEREAS, to provide for the authentication and delivery of the Bonds (as hereinafter defined), to establish and declare the terms and conditions upon which the Bonds are to be issued and to secure the full and timely payment of the principal thereof and premium, if any, and interest thereon, the Authority has authorized the execution and delivery of this Trust Agreement; and WHEREAS, the Authority has determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority and authenticated and delivered by the Trustee, duly issued and the valid, binding and legal obligations of the Authority payable in accordance with their terms, and to constitute this Trust Agreement a valid and binding agreement of the parties hereto for the uses and purposes herein set forth, have been done and taken, and have been in all respects duly authorized; NOW, THEREFORE, THIS 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 this 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 consideration, 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: February 14, 2017 Contra Costa County Board of Supervisors 340 4848-0290-9760.4 3 ARTICLE I DEFINITIONS; EQUAL SECURITY SECTION 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any Supplemental Trust Agreement and of any certificate, opinion, request or other document herein or therein mentioned have the meanings herein specified, unless otherwise defined in such other document. Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Facilities Lease. “Act” means the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title 1 of the Government Code of the State, as amended) and all laws amendatory thereof or supplemental thereto. “Authority” means the County of Contra Costa Public Financing Authority created pursuant to the Act and its successors and assigns in accordance herewith (as defined in the recitals). “Authorized Denominations” means, with respect to the Bonds, $[100,000] or any integral multiple thereof. “Bond Counsel” means counsel of recognized national standing in the field of law relating to municipal bonds, appointed by the Authority. “Bond Year” means the twelve (12)-month period ending on June 1 of each year to which reference is made. “Bondholder” or “Owner” means any person who shall be the registered owner of any Outstanding Bond. “Bonds” means Authority’s Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A executed, issued and delivered in accordance with Section 2.02(a) and Section 3.01. “Business Day” means a day that is not a Saturday, Sunday or legal holiday on which banking institutions in the State of New York or California or in any state in which the office of the Trustee or the Purchaser is located are authorized to remain closed or a day on which the Federal Reserve system is closed. “Breakage Fee” has the meaning given to such term in the Continuing Covenant Agreement. “Capital Projects” means the various public capital improvements and projects, including, but not limited to the acquisition, installation, implementation and construction of the Project, as described in the Facilities Lease, as the same may be amended from time to time by a Certificate of the County delivered to the Trustee, to be financed by a portion of the proceeds of the Bonds. February 14, 2017 Contra Costa County Board of Supervisors 341 4848-0290-9760.4 4 “Certificate of the Authority” means an instrument in writing signed by any of the following officials of the Authority: Chair, Vice-Chair, Executive Director, Assistant Executive Director or Deputy Executive Director or a designee of any such officer, or by any other person (whether or not an officer of the Authority) who is specifically authorized by resolution of the Authority for that purpose. “Certificate of the County” means an instrument in writing signed by any of the following County officials: the Chair of the Board of Supervisors, the County Administrator of the County, the Treasurer-Tax Collector of the County or the County Finance Director or by any such officials’ duly appointed designee, or by any other officer of the County duly authorized by the Board of Supervisors of the County for that purpose. “Code” means the Internal Revenue Code of 1986, as amended. “Continuing Covenant Agreement” means the Continuing Covenant Agreement dated as of March 1, 2017, among the Authority, the County and Wells Fargo Bank, National Association, as originally executed and as it may from time to time be amended, supplemented, modified or restated in accordance with the terms thereof. “Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the County or the Authority and related to the authorization, execution and delivery of the Facilities Lease, the Site Lease, the Continuing Covenant Agreement, this Trust Agreement and the issuance and sale of the Bonds, including, but not limited to, costs of preparation and reproduction of documents, costs of rating agencies and costs to provide information required by rating agencies, filing and recording fees, fees and charges of the Trustee, legal fees and charges, fees and disbursements of consultants and professionals, fees and charges for preparation, execution and safekeeping of the Bonds, title search and title insurance fees, fees of the Authority and any other authorized cost, charge or fee in connection with the issuance of the Bonds. “Costs of Issuance Fund” means the fund by that name established pursuant to Section 3.01. “County” means the County of Contra Costa, a County organized and validly existing under the Constitution and general laws of the State. “Debt Service” means, for any Fiscal Year or other period, the sum of (1) the interest accruing during such Fiscal Year or other period on all Outstanding Bonds, assuming that all Outstanding Bonds are redeemed or paid from sinking fund payments as scheduled (except to the extent that such interest is to be paid from the proceeds of sale of any Bonds so long as such funded interest is in an amount equal to the gross amount necessary to pay such interest on the Bonds and is invested in Permitted Investments which mature no later than the related Interest Payment Date) and (2) the principal amount of all Outstanding Bonds required to be redeemed or paid (together with the redemption premiums, if any, thereon) during such Fiscal Year or other period; provided, that the foregoing shall be subject to adjustment and recalculation. February 14, 2017 Contra Costa County Board of Supervisors 342 4848-0290-9760.4 5 “Default Rate” has the meaning given to such term in the Continuing Covenant Agreement. Depository” means DTC or another recognized securities depository selected by the Authority which maintains a book-entry system for the Bonds. “Determination of Taxability” has the meaning given to such term in the Continuing Covenant Agreement. “DTC” means The Depository Trust Company, New York, New York, its successors and their assigns or, if DTC or its successor or assign resigns from its functions as Depository for the Bonds, any other Depository which agrees to follow the procedures required to be followed by a Depository in connection with the Bonds and which is selected by the Authority, following consultation with the Purchaser. “Escrow Agent” means Wells Fargo Bank, National Association, as escrow agent, or any successor thereto. “Escrow Agreement” means that certain Escrow Agreement, by and between the Escrow Agent and the Authority, dated as of [March] 1, 2017, providing for the redemption and defeasance of the 2007 Refunded Bonds. “Escrow Fund” means the fund of the same name defined in the Escrow Agreement. “Event of Default” shall have the meaning specified in Section 7.01. “Facilities” shall mean the real property and the improvements thereon, as set forth in Exhibit A to the Facilities Lease, or any County buildings, other improvements and facilities added thereto or substituted therefor, or any portion thereof, in accordance with the Facilities Lease, this Trust Agreement and the Continuing Covenant Agreement. “Facilities Lease” means that certain lease, entitled “Facilities Lease”, by and between the County and the Authority, dated as of [March] 1, 2017, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on [March 3], 2017 as document No. [2017-________], 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. “Fiscal Year” means the twelve (12)-month period ending on June 30 of each year, or any other annual accounting period hereafter selected and designated by the Authority as its Fiscal Year in accordance with applicable law. “Government Securities” means (1) cash; (2) U.S. Treasury Certificates, Notes and Bonds (including State and Local Government Series – “SLGS”); (3) direct obligations of the U.S. Treasury which have been stripped by the Treasury itself, such as CATS, TIGRS and similar securities; (4) Resolution Funding Corp. (REFCORP) strips (interest component only) which have been stripped by request to the Federal Reserve Bank of New York in book entry February 14, 2017 Contra Costa County Board of Supervisors 343 4848-0290-9760.4 6 form; (5) pre-refunded municipal bonds rated the same rating as U.S. Treasury securities, or if not rated, then pre-refunded bonds that have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations; and (6) obligations issued by the following agencies which are backed by the full faith and credit of the U.S.: (a) U.S. Export-Import Bank direct obligations or fully guaranteed certificates of beneficial ownership, (b) Farmers Home Administration (FmHA) certificates of beneficial ownership, (c) Federal Financing Bank, (d) General Services Administration participation certificates, (e) U.S. Maritime Administration Guaranteed Title XI financing, (f) U.S. Department of Housing and Urban Development (HUD) Project Notes, Local Authority Bonds, New Communities Debentures – U.S. government guaranteed debentures, and U.S. Public Housing Notes and Bonds – U.S. government guaranteed public housing notes and bonds. “Independent Certified Public Accountant” means any certified public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State or another state of the United States of America or a comparable successor, appointed and paid by the Authority, and who, or each of whom – (1) is in fact independent according to the Statement of Auditing Standards No. 1 and not under the domination of the Authority or the County; (2) does not have a substantial financial interest, direct or indirect, in the operations of the Authority or the County; and (3) is not connected with the Authority or the County as a member, officer or employee of the Authority or the County, but who may be regularly retained to audit the accounting records of and make reports thereon to the Authority or the County. “Interest Payment Date” means, with respect to the Bonds, June 1 and December 1 in each year, commencing June 1, 2017. “Interest Payment Period” means the period from each Interest Payment Date (or, for the first Interest Payment Period, the date of the Bonds) to and including the day immediately preceding the next succeeding Interest Payment Date. “Interest Rate” means _____% per annum, as adjusted pursuant to the terms hereof. “Moody’s” means Moody’s Investors Service a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the County. “Nominee” means the nominee of the Securities Depository (currently Cede & Co.), which may be the Securities Depository, or any nominee substituted by the Securities Depository pursuant to Section [___]. “Opinion of Counsel” means a written opinion of Bond Counsel. February 14, 2017 Contra Costa County Board of Supervisors 344 4848-0290-9760.4 7 “Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 9.02) all Bonds except (1) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (2) Bonds paid or deemed to have been paid within the meaning of Section 10.01; (3) Bonds deemed tendered but not yet presented for purchase; and (4) Bonds in lieu of or in substitution for which other Bonds shall have been executed, issued and delivered by the Authority pursuant hereto. “Permitted Encumbrances” means (1) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the County may, pursuant to the Facilities Lease, permit to remain unpaid; (2) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the date of recordation of the Facilities Lease in the office of the County Recorder of the County of Contra Costa and which the County certifies in writing will not materially impair the use of the Facilities; (3) the Site Lease, as it may be amended from time to time, and the Facilities Lease, as it may be amended from time to time; (4) this Trust Agreement, as it may be amended from time to time; (5) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; (6) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions to which the Authority and the County consent in writing and certify to the Trustee will not materially impair the ownership interests of the Authority or use of the Facilities by the County; and (7) subleases and assignments of the County which, as provided in an Opinion of Counsel, will not adversely affect the exclusion from gross income of interest on the Bonds[; provided that any such subleases or assignments pursuant to this clause (7) shall be subject to the prior written consent of the Purchaser]. “Permitted Investments” means any of the following: (1) Government Securities; (2) direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America; (3) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (a) Farmers Home Administration (FmHA) certificates of beneficial ownership, (b) Federal Housing Administration (FHA) debentures, (c) General Services Administration participation certificates, (d) Government National Mortgage Association (GNMA or “Ginnie Mae”) February 14, 2017 Contra Costa County Board of Supervisors 345 4848-0290-9760.4 8 guaranteed mortgage-backed bonds and guaranteed pass-through obligations (participation certificates), (e) U.S. Maritime Administration guaranteed Title XI financing, and (f) U.S. Department of Housing and Urban Development (HUD) Project Notes and Local Authority Bonds; (4) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): (a) Federal Home Loan Bank System senior debt obligations (consolidated debt obligations), (b) Federal Home Loan Mortgage Corporation (FHLMC or “Freddie Mac”) participation certificates (mortgage-backed securities) and senior debt obligations, (c) Federal National Mortgage Association (FNMA or “Fannie Mae”) mortgage-backed securities and senior debt obligations (excluded are stripped mortgage securities which are valued greater than par on the portion of unpaid principal), (d) Resolution Funding Corp. (REFCORP) strips (interest component only) which have been stripped by request to the Federal Reserve Bank of New York in book entry form, and (e) Farm Credit System Consolidated systemwide bonds and notes; (5) money market funds registered under the Federal Investment Company Act of 1940, the shares of which are registered under the Federal Securities Act of 1933, and which have a rating at the time of purchase by S&P of AAAm-G, AAAm, or AA-m and, if rated by Moody’s, rated Aaa, Aa1 or Aa2, and which funds may include funds which the Trustee, its affiliates, or subsidiaries provide investment advisory or other management services; (6) certificates of deposit secured at all times by collateral described in (2) and/or (3) above (which collateral must be held by a third party and subject to a perfected first security interest held by the Trustee) with a maturity of one year or less and issued by commercial banks, savings and loan associations or mutual savings banks whose short term obligations at the time of purchase are rated “A-1” or better by S&P and “Prime-1” by Moody’s; (7) certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including BIF and SAIF; (8) investment agreements, including guaranteed investment contracts; (9) commercial paper rated at the time of purchase “Prime-1” by Moody’s and “A-1” or better by S&P; (10) bonds or notes issued by any state or municipality which is rated by Moody’s and S&P in one of the two highest long-term rating categories assigned by such agencies at the time of purchase; (11) federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime-1” or “A3” or better by Moody’s and “A-1” or better by S&P at the time of purchase; February 14, 2017 Contra Costa County Board of Supervisors 346 4848-0290-9760.4 9 (12) repurchase agreements that provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the Trustee (buyer/lender) and the transfer of cash from the Trustee to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Trustee in exchange for the securities at a specified date and that satisfy the following criteria: (a) repurchase agreements must be between the municipal entity and dealer banks or securities firms that are (i) on the Federal Reserve reporting dealer list which fall under the jurisdiction of the SIPC and which, at the time of purchase, are rated A or better by S&P and Moody’s, or (ii) banks rated “A” or above by S&P and Moody’s, at the time of purchase, and (b) repurchase agreements must include the following: (i) securities that are acceptable for transfer, including those describe in clauses (2) and (3) above, (ii) terms of not more than 30 days, (iii) collateral must be delivered to the Trustee (if Trustee is not supplying the collateral) or third party acting as agent for the Trustee (if the Trustee is supplying the collateral) before or simultaneously with payment (perfection by possession of certificated securities), (iv) the Trustee must have a perfected first priority security interest in the collateral, (v) collateral must be free and clear of third-party liens and, in the case of an SIPC broker, must not have been acquired pursuant to a repurchase agreement or reverse repurchase agreement, (vi) failure to maintain the requisite collateral percentage, after a two day restoration period, requires the Trustee to liquidate collateral, (vii) securities must be valued weekly and marked-to-market at current market price plus accrued interest, and (viii) the value of-collateral must be equal to 104% or, if the securities used as collateral are FNMA or FHLMC securities, 105%, of the amount of cash transferred to the dealer bank or security firm under the repurchase agreement plus accrued interest and, if the value of securities held as collateral slips below such amount, then additional cash and/or acceptable securities must be transferred; (13) pre-refunded municipal bonds rated the same rating as U.S. Treasury securities or, if there is no rating, then pre-refunded bonds pre-refunded with cash, direct U.S. or U.S. guaranteed obligations; (14) the County of Contra Costa Investment Pool; (15) shares of beneficial interest issued by the Investment Trust of California (CalTRUST) pursuant to California Government Code Section 6509.7 and authorized for local agency investment pursuant to California Government Code Section 53601(o); and February 14, 2017 Contra Costa County Board of Supervisors 347 4848-0290-9760.4 10 (16) the Local Agency Investment Fund of the State of California. The Trustee may conclusively rely on the written instructions of the Authority and the County that such investment is a Permitted Investment. “Person” means a corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof. “Principal Office” refers to the office of the Trustee noted in Section 11.09 and such other offices as the Trustee may designate from time to time. “Principal Payment Date” means any date on which principal of the Bonds is required to be paid (whether by reason of maturity, redemption or acceleration). “Project” means the Capital Projects and the (i) improvements to the Contra Costa Regional Medical Center, located at 2500 Alhambra Avenue in the City of Martinez; (ii) expansion and improvements to the Pittsburg Health Center, located at 2311 Loveridge Road in the City of Pittsburg; (iii) improvements to the Contra Costa Health Services, located at 595 Center Avenue and 597 Center Avenue in the City of Martinez; and (iv) improvements to the Women, Infant & Children Building, located at 13601 San Pablo Avenue in the City of San Pablo, and payment of any costs associated with financing of said projects, as set forth in Exhibit D to the Facilities Lease as the same may be changed from time to time, in accordance with Section 3.07 of the Facilities Lease, by the County by filing a Certificate of the County with the Trustee. “Project Fund” means the fund by that name established pursuant to Section 3.02. “Purchaser” means, initially, Wells Fargo Bank, National Association, and its successors and assigns, and upon the receipt from time to time by the Trustee and the County of a notice described in Section 9.13(a) of the Continuing Covenant Agreement, means the Person designated in such notice as the Purchaser. “Record Date” means the close of business on the fifteenth (15th) calendar day (whether or not a Business Day) of the month preceding any Interest Payment Date. “Redemption Date” shall mean the date fixed for redemption of any Bonds. “Redemption Price” means, with respect to any Bond (or portion thereof), the principal amount of such Bond (or portion) plus the applicable premium and Breakage Fee, if any, payable upon redemption thereof pursuant to the provisions of such Bond, this Trust Agreement and the Continuing Covenant Agreement. “Refunded Bonds” means the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 2007 Series A (the “2007 Series A Bonds”), County of Contra Costa Public Financing Authority Lease Revenue Bonds (Medical Center Refunding), 2007 Series B (the “2007 Series B Bonds” and, together with the 2007 Series A Bonds, the “2007 Refunded Bonds”), and County of Contra Costa Public February 14, 2017 Contra Costa County Board of Supervisors 348 4848-0290-9760.4 11 Financing Authority Lease Revenue Bonds (Capital Projects Program), 2009 Series A (the “2009 Series A Bonds”). “Representation Letter” means the blanket letter of representation of the Authority to DTC or any similar letter to a substitute depository. “Responsible Officer” means any officer of the Trustee assigned to administer its duties under this Trust Agreement. “Revenue Fund” means the fund by that name created pursuant to Section 5.02 hereof. “Revenues” means (i) all Base Rental Payments and other payments paid by the County and received by the Authority pursuant to the Facilities Lease (but not Additional Payments), and (ii) all interest or other income from any investment, pursuant to Section 5.05, of any money in any fund or account (other than the Rebate Fund) established pursuant to this Trust Agreement or the Facilities Lease. “S&P” means S& P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors and assigns, except that if such entity shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term S&P shall be deemed to refer to any other nationally recognized securities rating agency selected by the County. “Securities Depository” means DTC or any successor securities depository appointed pursuant to Section [___]. “Securities Depository Participants” means those financial institutions for which the Securities Depository effects book entry transfers and pledges of securities deposited with the Securities Depository, as such listing of Securities Depository Participants exists at the time of such reference. “Site Lease” means that certain lease, entitled “Site Lease,” by and between the County and the Authority, dated as of [March] 1, 2017, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on [March 3], 2017 as document No. [2017-________], 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. “State” means the State of California. “Supplemental Trust Agreement” means any trust agreement then in full force and effect which has been duly executed and delivered by the Authority and the Trustee amendatory hereof or supplemental hereto; but only if and to the extent that such Supplemental Trust Agreement is executed and delivered pursuant to the provisions hereof. February 14, 2017 Contra Costa County Board of Supervisors 349 4848-0290-9760.4 12 “Tax Certificate” means the Tax Certificate and Agreement delivered by the Authority and the County at the time of the issuance and delivery of the Bonds, as the same may be amended or supplemented in accordance with its terms. “Taxable Date” means the date on which interest on the Bonds is first includable in gross income of the Bondholders (including, without limitation, any previous Bondholder) thereof as a result of an Event of Taxability as such a date is established pursuant to a Determination of Taxability. “Taxable Rate” means, for each day occurring on and after a Taxable Date, a rate of interest per annum equal to the product of (i) the interest rate on the Bonds for such day, and (ii) 1.54. “Trust Agreement” means this Trust Agreement, dated as of [March] 1, 2017, between the Authority and the Trustee, as originally executed and as it may from time to time be amended or supplemented by all Supplemental Trust Agreements executed pursuant to the provisions hereof. “Trustee” means Wells Fargo Bank, National Association, or any other association or corporation which may at any time be substituted in its place as provided in Section 8.01. “Written Request of the Authority” means an instrument in writing signed by or on behalf of the Authority by its Chair, Vice-Chair, Executive Director, Assistant Executive Director or Deputy Executive Director or a designee of any such officer or by any other person (whether or not an officer of the Authority) who is specifically authorized by resolution of the Board of Directors of the Authority to sign or execute such a document on its behalf. “Written Request of the County” means an instrument in writing signed by the County Administrator of the County or his designee, or by the County Finance Director of the County, or by any other officer of the County duly authorized by the Board of Supervisors of the County in writing to the Trustee for that purpose. SECTION 1.02 Equal Security. In consideration of the acceptance of the Bonds by the Bondholders thereof, this Trust Agreement shall be deemed to be and shall constitute a contract among the Authority, the Trustee and the Bondholders from time to time of all Bonds authorized, executed, issued and delivered hereunder and then Outstanding to secure the full, timely and final payment of the interest on and principal of and redemption premiums, if any, on all Bonds which may from time to time be authorized, executed, issued and delivered hereunder, subject to the agreements, conditions, covenants and provisions contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Authority shall be for the equal and proportionate benefit, protection and security of all Bondholders of the Bonds without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein. February 14, 2017 Contra Costa County Board of Supervisors 350 4848-0290-9760.4 13 SECTION 1.03 Interpretation. Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean or include the neuter, masculine or feminine gender, as appropriate. Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. ARTICLE II THE BONDS SECTION 2.01 Authorization of Bonds. (a) The Bonds are hereby created and designated “County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A.” (b) The Authority has reviewed all proceedings heretofore taken relative to the authorization of the 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 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 Bonds in the form and manner provided herein for the purpose of providing funds to finance the Capital Projects and refund the Refunded Bonds, and that the Bonds shall be entitled to the benefit, protection and security of the provisions hereof. (c) The validity of the issuance of the Bonds shall not be dependent on or affected in any way by the proceedings taken by the Authority for the financing of the Capital Projects 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 recital contained in the Bonds that the same are issued pursuant to the Act and pursuant hereto shall be conclusive evidence of their validity and of the regularity of their issuance, and all Bonds shall be incontestable from and after their issuance. The Bonds shall be deemed to be issued, within the meaning hereof, whenever the definitive Bonds (or any temporary Bonds exchangeable therefor) shall have been delivered to the purchaser thereof and the proceeds of sale thereof received. SECTION 2.02 Terms of the Bonds. (a) The Bonds shall be issued in the aggregate principal amount of [______] dollars ($[______]). The 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 Bonds maturing at any one time), shall bear interest at the Interest Rate and shall mature in the years and in the principal amounts subject to prior redemption as described in Article IV hereof: February 14, 2017 Contra Costa County Board of Supervisors 351 4848-0290-9760.4 14 County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A Maturity Date (June 1) Principal Amount Interest Rate 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Interest on the Bonds shall be payable commencing June 1, 2017 and semiannually thereafter on June 1 and December 1 in each year. The Bonds shall pay interest to the registered owner thereof from the Interest Payment Date next preceding the date of authentication thereof, unless such date of authentication is after the Record Date for an Interest Payment Date, in which event they shall pay interest from such Interest Payment Date, or unless such date of authentication is on or prior to the Record Date for the first Interest Payment Date, in which event they shall pay 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. Notwithstanding anything to the contrary in this Trust Agreement, the interest rate on the Bonds is subject to the following adjustments: (i) from and after any Taxable Date, the interest rate on the Bonds shall equal the Taxable Rate; and (ii) upon the occurrence of an Event of Default, the interest rate on the Bonds shall equal the Default Rate. (b) Payment of interest on the 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 Bonds shall be paid by wire transfer or other means to provide immediately available funds to the Purchaser and any Owner of at least $1,000,000 in aggregate principal amount of the Bonds according to wire instructions for an account within the United States of America given to the Trustee in writing for such purpose and on file as of the applicable Record Date preceding the Interest Payment Date. February 14, 2017 Contra Costa County Board of Supervisors 352 4848-0290-9760.4 15 (c) Interest on any Bond shall cease to accrue (i) on the maturity date thereof, provided that there has been irrevocably deposited with the Trustee an amount sufficient to pay the principal amount thereof, plus interest accrued thereon to such date; or (ii) on the redemption date thereof, provided there has been irrevocably deposited with the Trustee an amount sufficient to pay the Redemption Price thereof, plus interest accrued thereon to such date. The Owner of such Bond shall not be entitled to any other payment, and such Bond shall no longer be Outstanding and entitled to the benefits of this Trust Agreement, except for the payment of the principal amount or Redemption Price, of such Bond, as appropriate, from moneys held by the Trustee for such payment. (d) The principal of the Bonds shall be payable by check in lawful money of the United States of America at the Principal Office of the Trustee. No payment of principal shall be made on any Bond unless and until such Bond is surrendered to the Trustee for cancellation. (e) The Trustee shall identify all payments (whether made by check or by wire transfer) of interest, principal, and premium by the CUSIP number of the related Bonds. SECTION 2.03 Form of Bonds. The Bonds and the authentication and registration endorsement and assignment to appear thereon shall be substantially in the form set forth in Exhibit A attached hereto and by this reference is herein incorporated. SECTION 2.04 Execution of Bonds. The Chair or the Executive Director of the Authority is hereby authorized and directed to execute each of the 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 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 Bonds shall cease to be such officer before the delivery of the 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 Bonds. Only those Bonds bearing thereon a certificate of authentication in the form hereinbefore recited, executed manually and dated by the Trustee, shall be entitled to any benefit, protection or security hereunder or be valid or obligatory for any purpose, and such certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly authorized, executed, issued and delivered hereunder and are entitled to the benefit, protection and security hereof. SECTION 2.05 Transfer and Payment of Bonds. (a) Any Bond may, in accordance with its terms, be transferred in the books required to be kept pursuant to the provisions of Section 2.07 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form acceptable to the Trustee. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and deliver to the transferee a new Bond or Bonds for a like aggregate principal amount of Authorized Denominations. The Trustee shall require the payment by the Bondholder requesting such transfer of any tax or other governmental charge required to be paid with respect February 14, 2017 Contra Costa County Board of Supervisors 353 4848-0290-9760.4 16 to such transfer as a condition precedent to the exercise of such privilege and the Trustee may further require all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the cost basis information provided to it and shall have no responsibility to verify or ensure the accuracy of such information provided to it. The Authority and the Trustee may, except as otherwise provided herein, deem and treat the registered owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment thereof and for all other purposes, whether such Bond shall be overdue or not, 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 and redemption premium, if any, on such Bond shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability on such Bond to the extent of the sum or sums so paid. The Trustee shall not be required to register the transfer of or exchange any Bonds which has been selected for redemption in whole or in part, from and after the day of mailing of a notice of redemption of such Bond selected for redemption in whole or in part as provided in Section 4.04 or during the period established by the Trustee for selection of Bonds for redemption. [Notwithstanding anything herein to the contrary, the Bonds may be transferred without limitation to any Affiliate of the Purchaser or to a trust or custodial arrangement established by the Purchaser or an Affiliate of the Purchaser, each of the beneficial owners of which are “qualified institutional buyers” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended and subject to the limitations, if any, set forth in the Continuing Covenant Agreement. The Bonds may be transferred to another purchaser (other than an Affiliate of the Purchaser or a trust or custodial arrangement as described in the preceding sentence) if (i) written notice of such transfer, together with addresses and related information with respect to such purchaser, is delivered to the Authority and the Trustee by such transferor and (ii) such purchaser shall have delivered to the Issuer, the Trustee and the transferor an Investor Letter in the form attached hereto as Exhibit D executed by a duly authorized officer of such purchaser; provided that each such purchaser shall constitute a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended.] SECTION 2.06 Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Trustee for a like aggregate principal amount of Bonds of the same maturity in Authorized Denominations. The Trustee shall require the payment by the Bondholder requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange as a condition precedent to the exercise of such privilege and the Trustee may further require all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the cost basis information provided to it and shall have no responsibility to verify or ensure the accuracy of such information provided to it. The Trustee shall not be required to exchange any Bond which has been selected for redemption in whole or in part, from and after the day of mailing of a notice of redemption of February 14, 2017 Contra Costa County Board of Supervisors 354 4848-0290-9760.4 17 such Bond selected for redemption in whole or in part as provided in Section 4.04 or during the period established by the Trustee for selection of Bonds for redemption. SECTION 2.07 Bond Registration Books. The Trustee will keep at its office sufficient books for the registration and transfer of the Bonds, which during normal business hours shall be open to inspection by the Authority upon reasonable notice, and upon presentation for such purpose the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer the Bonds in such books as hereinabove provided. SECTION 2.08 Mutilated, Destroyed, Stolen or Lost Bonds; Temporary Bonds. If any Bond shall become mutilated, the Trustee, at the expense of the Bondholder, shall thereupon authenticate and deliver a new Bond of like tenor and amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be cancelled. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to the Trustee and indemnity satisfactory to the Trustee shall be given, the Trustee, at the expense of the Bondholder, shall thereupon authenticate and deliver a new Bond of like tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen. The Trustee may require payment of a reasonable sum for each new Bond issued under this Section 2.08 and of the expenses which may be incurred by the Authority and the Trustee in the premises. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of this Trust Agreement with all other Bonds secured by this Trust Agreement. Neither the Authority nor the Trustee shall be required to treat both the original Bond and any replacement Bond as being Outstanding for the purpose of determining the principal amount of Bonds which may be issued hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder, but both the original and replacement Bond shall be treated as one and the same. The Bonds issued under this Trust Agreement may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Authority, shall be in fully registered form and may contain such reference to any of the provisions of this Trust Agreement as may be appropriate. Every temporary Bond shall be executed and authenticated as authorized by the Authority, in accordance with the terms of the Act. If the Authority issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the Principal Office of the Trustee, and the Trustee shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of Authorized Denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Trust Agreement as definitive Bonds delivered hereunder. February 14, 2017 Contra Costa County Board of Supervisors 355 4848-0290-9760.4 18 SECTION 2.09 Special Covenant as to Book-Entry Only System for Bonds. (a) Except as otherwise provided in subsections (b) and (c) of this Section 2.09, all of the 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 Bond registered in the name of Cede & Co. shall be made on each Interest Payment Date for such Bonds to the account, in the manner and at the address indicated in or pursuant to the Representation Letter. (b) The Bonds initially shall be issued in the form of a single authenticated fully registered bond for each stated maturity of such Bonds, representing the aggregate principal amount of the Bonds of such maturity. Upon initial issuance, the ownership of all such 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 Bonds registered in its name for the purposes of payment of the principal or redemption price of and interest on such Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders hereunder, registering the transfer of Bonds, obtaining any consent or other action to be taken by Bondholders of the 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 2.09, 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 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 Bonds, (iii) any notice which is permitted or required to be given to Bondholders of 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 Bonds, or (v) any consent given or other action taken by DTC as Bondholder of Bonds. The Trustee shall pay all principal of and premium, if any, and interest on the 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 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 Bonds will be transferable to such new nominee in accordance with subsection (e) of this Section 2.09. (c) In the event that the Authority determines that the 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 Bonds will be transferable in accordance with subsection (e) of this Section 2.09. DTC may determine to discontinue providing its services with respect to the Bonds or a portion thereof, at any time by giving written notice of such discontinuance to the February 14, 2017 Contra Costa County Board of Supervisors 356 4848-0290-9760.4 19 Authority or the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the Bonds will be transferable in accordance with subsection (e) of this Section 2.09. 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 2.09 shall no longer be applicable and the Authority shall execute and the Trustee shall authenticate and deliver certificates representing the 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 Bonds then Outstanding. In such event, the Bonds will be transferable to such securities depository in accordance with subsection (e) of this Section 2.09, and thereafter, all references in this 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 Trust Agreement to the contrary, so long as all 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 Bond and all notices with respect to each such 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 Bonds is authorized under subsection (b) or (c) of this Section 2.09, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the 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 Bond certificates are issued to Bondholders other than Cede & Co., its successor as nominee for DTC as holder of all the Bonds, another securities depository as holder of all the 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 Bonds and the method of payment of principal of, premium, if any, and interest on the Bonds. ARTICLE III ISSUANCE OF BONDS SECTION 3.01 Procedure for the Issuance of Bonds. At any time after the sale of the Bonds in accordance with the Act, the Authority shall execute the Bonds for issuance hereunder and shall deliver them to the Trustee, and thereupon the 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 Bonds from the purchaser thereof, the Trustee shall, unless otherwise instructed by the Authority, apply the proceeds received from such sale to the following respective parties or to the following respective accounts, in the following order of priority: (i) transfer the amount of $[______] to the Escrow Agent for deposit to the Escrow Fund to refund the 2007 Refunded Bonds; February 14, 2017 Contra Costa County Board of Supervisors 357 4848-0290-9760.4 20 (ii) transfer the amount of $[______] to the 2009 Trustee for deposit in the Revenue Fund held under the 2009 Trust Agreement to refund the 2009 Refunded Bonds; (iii) deposit the sum of $[______] to the Costs of Issuance Fund, which fund is hereby created and which fund the Trustee hereby covenants and agrees to maintain. All money in the Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance of the Bonds upon receipt of a Written Request of the Authority, in substantially 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, 2017], or upon the earlier Written Request of the Authority, any remaining balance in the Costs of Issuance Fund shall be transferred to the 2017 Series A Project Account within the Project Fund and the Costs of Issuance Fund shall be closed; and (iv) deposit the amount of $[______] in the 2017 Series A Project Account within the Project Fund. SECTION 3.02 Project Fund. The Trustee hereby agrees to establish and maintain so long as any Bonds are Outstanding the Project Fund (the initial payment into which is provided for in Section 3.01). The moneys in the Project Fund shall be disbursed by the Trustee upon the Written Request of the County in substantially the form of Exhibit B hereto filed with the Trustee, for the payment of Project Costs relating to the Project. Before any payment is made from the Project Fund, there shall be filed with the Trustee a Written Request of the County showing with respect to each payment to be made: (i) the item number of the payment; (ii) the name of the person to whom payment is due; (iii) the amount to be paid; and (iv) the purpose for which the obligation to be paid was incurred. Each such Written Request shall be sufficient evidence to the Trustee and shall state: (a) that obligations in the stated amounts have been incurred by the County, and that each item thereof is a proper charge against the Project Fund and has not been the subject of a prior requisition; and (b) that there has not been filed with or served upon the County notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Request, which has not been released or will not be released simultaneously with the February 14, 2017 Contra Costa County Board of Supervisors 358 4848-0290-9760.4 21 payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of law. Upon receipt of each such Written Request, the Trustee will pay the amount set forth in such Written Request as directed by the terms thereof. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment. All interest earnings on amounts on deposit in the Project Fund shall be deposited therein. Upon the completion of the Project, any amounts remaining in the 2017 Series A Project Account shall be expended on Capital Projects as specified by the County, subject to the receipt by the Authority of an Opinion of Counsel that such expenditures will not cause the interest on the Bonds to be included in gross income for purposes of federal income taxation. SECTION 3.03 Intentionally Left Blank. SECTION 3.04 Intentionally Left Blank. SECTION 3.05 Limitations on the Issuance of Obligations Payable From Revenues. The Authority will not, so long as any of the Bonds are Outstanding, issue any obligations or securities, however denominated, payable in whole or in part from Revenues. ARTICLE IV REDEMPTION OF BONDS SECTION 4.01 Extraordinary Redemption. 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, from prepayments made by the County pursuant to Section 7.02(a) of the Facilities Lease, at a redemption price equal to the sum of the principal amount thereof, without premium, plus accrued interest thereon to the Redemption Date. Whenever less than all of the Outstanding Bonds are to be redeemed on any one date, the Trustee shall select, in accordance with written directions from the Authority, the Bonds to be redeemed in part from the Outstanding Bonds so that the aggregate annual principal amount of and interest on Bonds which shall be payable after such Redemption Date shall be as nearly proportional as practicable to the aggregate annual principal amount of and interest on Bonds Outstanding prior to such Redemption Date [as nearly as practicable on a pro rata basis in amounts of $5,000 or integral multiples thereof, as determined by the Trustee, notice of which determination shall be given by the Trustee to the Authority and the Purchaser]. SECTION 4.02 Optional Redemption. [The Bonds shall be subject to optional redemption prior to their stated maturity at the option of the Authority, as the direction of the County, in whole or in part, on any Business Day (in such amounts as may be specified by the Authority), by lot, at the principal amount thereof, provided that any such option redemption shall be subject to the payment of a Breakage Fee, if any.] February 14, 2017 Contra Costa County Board of Supervisors 359 4848-0290-9760.4 22 SECTION 4.03 [Mandatory Sinking Fund Redemption. The Bonds shall be subject to mandatory redemption in the amounts and on the dates set forth in Section 2.02(a) hereof.] SECTION 4.04 Selection of Bonds for Redemption. The Authority shall designate which maturities of Bonds and the principal amount of Bonds which are to be redeemed. If less than all Outstanding Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the Bonds of such maturity date to be redeemed by lot and shall promptly notify the Authority in writing of the numbers of the Bonds so selected for redemption. For purposes of such selection, Bonds shall be deemed to be composed of multiples of minimum Authorized Denominations and any such multiple may be separately redeemed. The Authority may designate which sinking account payments are allocated to a sinking fund redemption. SECTION 4.05 Notice of Redemption; Cancellation; Effect of Redemption. Notice of redemption shall be mailed by first-class mail by the Trustee, not less than [twenty (20)] nor more than sixty (60) days prior to the redemption date to the respective Bondholders of the Bonds designated for redemption at their addresses appearing on the registration books of the Trustee. Each notice of redemption shall state the date of such notice, the date of issue of the Bonds, the redemption date, the Redemption Price, the place or places of redemption (including the name and appropriate address of the Trustee), the CUSIP number (if any) of the maturity date or maturities, and, if less than all of any such maturity is to be redeemed, the distinctive certificate numbers of the Bonds of such maturity, to be redeemed and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on said date there will become due and payable on each of said Bonds the Redemption Price thereof, together with interest accrued thereon to the redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered at the address of the Trustee specified in the redemption notice. Failure to receive such notice shall not invalidate any of the proceedings taken in connection with such redemption. The Trustee may give a conditional notice of redemption prior to the receipt of all funds or satisfaction of all conditions necessary to effect the redemption, provided that redemption shall not occur unless and until all conditions have been satisfied and the Trustee has on deposit and available or, if applicable, has received, all of the funds necessary to effect the redemption; otherwise, such redemption shall be cancelled by the Trustee and the Trustee shall mail notice of such cancellation to the recipients of the notice of redemption being cancelled. If notice of redemption has been duly given as aforesaid and money for the payment of the Redemption Price of the Bonds called for redemption plus accrued interest to the redemption date is held by the Trustee, then on the redemption date designated in such notice Bonds so called for redemption shall become due and payable, and from and after the date so designated interest on such Bonds shall cease to accrue, and the Bondholders of such Bonds shall have no rights in respect thereof except to receive payment of the Redemption Price thereof plus accrued interest to the Redemption Date. February 14, 2017 Contra Costa County Board of Supervisors 360 4848-0290-9760.4 23 All Bonds redeemed pursuant to the provisions of this Article shall be cancelled by the Trustee and disposed of in a manner deemed appropriate by the Trustee and shall not be reissued. ARTICLE V REVENUES SECTION 5.01 Pledge of Revenues and Assignment. (a) All Revenues, any other amounts (including proceeds of the sale of the Bonds) held by the Trustee in any fund or account established hereunder (other than amounts on deposit in the Rebate Fund created pursuant to Section 6.03) and any other amounts (excluding Additional Payments) received by the Authority in respect of the Facilities are hereby irrevocably pledged and assigned to the payment of the interest and premium, if any, on and principal of the Bonds as provided herein, and the Revenues and other amounts pledged hereunder shall not be used for any other purpose while any of the Bonds remain Outstanding; provided, however, that out of the Revenues and other moneys there may be applied such sums for such purposes as are permitted hereunder. This pledge shall constitute a pledge of and charge and first lien upon the Revenues, all other amounts pledged hereunder and all other moneys on deposit in the funds and accounts established hereunder (excluding amounts on deposit in the Rebate Fund created pursuant to Section 6.03) for the payment of the interest on and principal of the Bonds in accordance with the terms hereof and thereof. (b) At least three (3) Business Days prior to each date on which a Base Rental Payment is due, pursuant to the Facilities Lease, the Trustee shall notify the County of the amount of the installment of Base Rental Payment needed to pay the principal of and interest on the Bonds due on the next following Interest Payment Date. Any failure to send such notice shall not affect the County’s obligation to make timely payments of installments of Base Rental Payments. (c) [The Authority hereby transfers in trust, grants a security interest in and assigns to the Trustee, for the benefit of the Bondholders, all of the Revenues and other assets pledged in subsection (a) of this Section and all of the right, title and interest of the Authority in the Facilities Lease (except for (i) the right to receive any Additional Payments) to the extent payable to the Authority under the Facilities Lease, (ii) any rights of the Authority to indemnification and rights of inspection and consent, and (iii) the obligations of the County to make deposits pursuant to the Tax Certificate). The Trustee shall be entitled to and shall collect and receive all of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received by the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee. Subject to the provisions of Section [____] with respect to the control of remedial proceedings, the Trustee shall also be entitled to and shall take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority that have been assigned to the Trustee and all of the obligations of the County under the Facilities Lease other than those items excepted in the parenthetical contained in the first sentence of this February 14, 2017 Contra Costa County Board of Supervisors 361 4848-0290-9760.4 24 subsection. All Revenues deposited with the Trustee shall be held, disbursed, allocated and applied by the Trustee only as provided in the Trust Agreement.] (d) If on the second Business Day prior to the day of any month in which a Base Rental is requirement to be made, the Trustee has not received the full amount of such Base Rental Payments, the Trustee shall immediately notify the County and the Purchaser of such insufficiency by Electronic Means and confirm such notification as soon as possible thereafter by written notice. SECTION 5.02 Receipt and Deposit of Revenues in the Revenue Fund. In order to carry out and effectuate the pledge, assignment, charge and lien contained herein, the Authority agrees and covenants that all Revenues and all other amounts pledged hereunder when and as received shall be received by the Authority in trust hereunder for the benefit of the Bondholders and shall be transferred when and as received by the Authority to the Trustee for deposit in the Revenue Fund (the “Revenue Fund”), which fund is hereby created and which fund the Trustee hereby agrees and covenants to maintain in trust for Bondholders so long as any Bonds shall be Outstanding hereunder. The County has been directed to pay all Base Rental Payments directly to the Trustee. If the Authority receives any Base Rental Payments, it shall hold the same in trust as agent of the Trustee and shall immediately transfer such Base Rental Payments to the Trustee. All Revenues and all other amounts pledged and assigned hereunder shall be accounted for through and held in trust in the Revenue Fund, and the Trustee shall have no beneficial right or interest in any of the Revenues except only as herein provided. All Revenues and all other amounts pledged and assigned hereunder, whether received by the Authority in trust or deposited with the Trustee as herein provided, shall nevertheless be allocated, applied and disbursed solely to the purposes and uses hereinafter in this Article set forth, and shall be accounted for separately and apart from all other accounts, funds, money or other resources of the Trustee. SECTION 5.03 Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund. (a) Revenue Fund. Subject to Section 6.03, all money in the Revenue Fund shall be set aside by the Trustee in the following respective special accounts or funds within the Revenue Fund (each of which is hereby created and each of which the Trustee hereby covenants and agrees to cause to be maintained) in the following order of priority: (1) Interest Account, and (2) Principal Account. All money in each of such accounts shall be held in trust by the Trustee and shall be applied, used and withdrawn only for the purposes hereinafter authorized in this Section. (b) Interest Account. On or before each Interest Payment Date, the Trustee shall set aside from the Revenue Fund and deposit in the Interest Account that amount of money which is equal to the amount of interest becoming due and payable on all Outstanding Bonds on such Interest Payment Date. February 14, 2017 Contra Costa County Board of Supervisors 362 4848-0290-9760.4 25 No deposit need be made in the Interest Account if the amount contained therein and available to pay interest on the Bonds is at least equal to the aggregate amount of interest becoming due and payable on all Outstanding Bonds on such Interest Payment Date. All money in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity). (c) Principal Account. On or before each June 1, commencing June 1, [2017], the Trustee shall set aside from the Revenue Fund and deposit in the Principal Account an amount of money equal to the amount of all sinking fund payments required to be made on such June 1 into the sinking fund account for all Outstanding Bonds. On or before each Redemption Date, the Trustee shall set aside from the Revenue Fund and deposit in the Principal Account an amount of money equal to the Redemption Price required to be paid on such Redemption Date. No deposit need be made in the Principal Account if the amount contained therein and available to pay principal of the Bonds is at least equal to the aggregate amount of all sinking fund payments required to be made on such June 1 for all Outstanding Bonds. The Trustee shall establish and maintain within the Principal Account a separate subaccount for the Bonds, designated as the “2017A Sinking Account” (the “Sinking Account”). With respect to each Sinking Account, on each mandatory sinking account payment date established for such Sinking Account, the Trustee shall apply the mandatory sinking account payment required on that date to the redemption (or payment at maturity, as the case may be) of the Bonds upon the notice and in the manner provided in Article IV. All money in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal or Redemption Price of the Bonds as it shall become due and payable, whether at maturity or redemption, except that any money in the Sinking Account shall be used and withdrawn by the Trustee only to redeem or to pay Term Bonds for which such Sinking Account was created Bonds pursuant to Section 4.03 hereof. SECTION 5.04 Application of Insurance Proceeds. In the event of any damage to or destruction of any part of the Facilities covered by insurance, the Authority, shall [subject to Section 3.08 of the Facilities Lease,] cause the proceeds of such insurance to be utilized for the repair, reconstruction or replacement of the damaged or destroyed portion of the Facilities, and the Trustee shall hold said proceeds in a fund established by the Trustee for such purpose separate and apart from all other funds designated the “Insurance and Condemnation Fund”, to the end that such proceeds shall be applied to the repair, reconstruction or replacement of the Facilities to at least the same good order, repair and condition as it was in prior to the damage or destruction, insofar as the same may be accomplished by the use of said proceeds. The Authority shall file a Certificate of the Authority with the Trustee that sufficient funds from insurance proceeds or from any funds legally available to the County, or from any combination thereof, are available in the event it elects to repair, reconstruct or replace the Facilities. The Trustee shall invest said proceeds in Permitted Investments pursuant to the Written Request of the Authority under the Facilities Lease, and withdrawals of said proceeds shall be made from time to time upon the filing with the Trustee of a Written Request of the Authority, stating that the Authority February 14, 2017 Contra Costa County Board of Supervisors 363 4848-0290-9760.4 26 has expended moneys or incurred liabilities in an amount equal to the amount therein stated for the purpose of the repair, reconstruction or replacement of the Facilities, and specifying the items for which such moneys were expended, or such liabilities were incurred, in reasonable detail. Any balance of such proceeds not required for such repair, reconstruction or replacement and the proceeds of use and occupancy insurance shall be paid to the Trustee as Base Rental Payments and applied in the manner provided by Section 5.01. Alternatively, the Authority, if the proceeds of such insurance together with any other moneys then available for such purpose are sufficient to prepay all, in case of damage or destruction in whole of the Facilities, or that portion, in the case of partial damage or destruction of the Facilities, of the Base Rental Payments, Additional Payments and all other amounts relating to the damaged or destroyed portion of the Facilities, may elect [subject to Section 3.08 of the Facilities Lease,] not to repair, reconstruct or replace the damaged or destroyed portion of the Facilities and thereupon shall cause said proceeds to be used for the redemption of Outstanding Bonds pursuant to the applicable provisions of Section 4.01. The Authority shall not apply the proceeds of insurance as set forth in this Section 5.04 to redeem the Bonds in part due to damage or destruction of a portion of the Facilities unless the Base Rental Payments on the undamaged portion of the Facilities will be sufficient to pay the scheduled principal and interest on the Bonds remaining unpaid after such redemption. SECTION 5.05 Deposit and Investments of Money in Accounts and Funds. Subject to Section 6.03, all money held by the Trustee in any of the accounts or funds established pursuant hereto shall be invested in Permitted Investments at the Written Request of the Authority or, if no instructions are received, in the Wells Fargo Government Money Market Fund. Such investments shall, as nearly as practicable, mature on or before the dates on which such money is anticipated to be needed for disbursement hereunder. For purposes of this restriction, Permitted Investments containing a repurchase option or put option by the investor shall be treated as having a maturity of no longer than such option. Unless otherwise instructed by the Authority, all interest or profits received on any money so invested shall be deposited in the Revenue Fund; provided that, with respect to the Project Fund, earnings on amounts in such fund shall be credited to such fund until completion of the respective Projects. The Trustee and its affiliates may act as principal, agent, sponsor or advisor with respect to any investments. The Trustee shall not be liable for any losses on investments made in accordance with the terms and provisions of this Trust Agreement. Investments purchased with funds on deposit in the Revenue Fund shall mature not later than the payment date or redemption date, as appropriate, immediately succeeding the investment. Subject to Section 6.03, investments in any and all funds and accounts except for the Rebate Fund may be commingled for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in particular funds and accounts amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Trust Agreement. The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives February 14, 2017 Contra Costa County Board of Supervisors 364 4848-0290-9760.4 27 receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Authority periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder. ARTICLE VI COVENANTS OF THE AUTHORITY SECTION 6.01 Punctual Payment and Performance. The Authority will punctually pay out of the Revenues the interest on and principal of and redemption premiums, if any, to become due on every Bond issued hereunder in strict conformity with the terms hereof and of the Bonds, and will faithfully observe and perform all the agreements and covenants to be observed or performed by the Authority contained herein and in the Bonds. SECTION 6.02 Against Encumbrances. The Authority will not make any pledge or assignment of or place any charge or lien upon the Revenues except as provided in Section 5.01, and will not issue any bonds, notes or obligations payable from the Revenues or secured by a pledge of or charge or lien upon the Revenues except as provided in Section 3.04. SECTION 6.03 Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated as the Rebate Fund. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate), for payment to the United States of America. Notwithstanding the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Tax Certificate. (b) Any funds remaining in the Rebate Fund with respect to the Bonds after redemption and payment of all Bonds and all other amounts due hereunder or under the Facilities Lease, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses of the Trustee and satisfaction of the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn by the Trustee and remitted to or upon the Written Request of the Authority. SECTION 6.04 Tax Covenants. (a) The Authority hereby covenants that it shall not take any action or inaction, or fail to take any action, or permit any action to be taken on behalf of the Authority or February 14, 2017 Contra Costa County Board of Supervisors 365 4848-0290-9760.4 28 cause or permit any circumstances within its control to arise or continue, if such action or inaction would cause any of the Bonds to be treated as an obligation not described in Section 103(a) of the Code. This covenant shall survive the payment in full of the Bonds. (b) In the event that at any time the Authority is of the opinion that for purposes of this Section it is necessary to restrict or to limit the yield on the investment of any moneys held by the Trustee under this Trust Agreement, the Authority shall so instruct the Trustee in a Request of the Authority accompanied by a supporting Opinion of Bond Counsel, and the Trustee shall take such action as may be necessary in accordance with such instructions. (c) Notwithstanding any provisions of this Section, if the Authority shall provide to the Trustee an Opinion of Counsel that any specified action required under this Section or the Tax Certificate is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Bonds, the Authority and the Trustee may conclusively rely on such opinion in complying with the requirements of this Section and the Tax Certificate, and, notwithstanding Article IX hereof, the covenants hereunder shall be deemed to be modified to that extent. SECTION 6.05 Accounting Records and Reports. The Trustee will keep or cause to be kept proper books of record and accounts in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocation and application of the Revenues, and such books shall be available for inspection by the Authority at reasonable hours and under reasonable conditions. The Trustee shall provide to the Authority monthly statements covering the funds and accounts held pursuant to the Trust Agreement. Not more than one hundred eighty (180) days after the close of each Fiscal Year, the Trustee shall furnish or cause to be furnished to the Authority a complete financial statement (which may be in the form of the Trustee’s customary account statements) covering receipts, disbursements, allocation and application of Revenues for such Fiscal Year. The Authority shall keep or cause to be kept such information as is required under the Tax Certificate. SECTION 6.06 Prosecution and Defense of Suits. The Authority will defend against every suit, action or proceeding at any time brought against the Trustee upon any claim to the extent arising out of the receipt, application or disbursement of any of the Revenues or to the extent involving the failure of the Authority to fulfill its obligations hereunder; provided, that the Trustee or any affected Bondholder at its election may appear in and defend any such suit, action or proceeding. The Authority will indemnify and hold harmless the Trustee against any and all liability claimed or asserted by any person to the extent arising out of such failure by the Authority, and will indemnify and hold harmless the Trustee against any reasonable attorney’s fees or other reasonable expenses which it may incur in connection with any litigation to which it may become a party by reason of its actions hereunder, except for any loss, cost, damage or expense resulting from the negligence or willful misconduct by the Trustee. Notwithstanding any contrary provision hereof, this covenant shall remain in full force and effect even though all Bonds secured hereby may have been fully paid and satisfied. SECTION 6.07 Further Assurances. The Authority will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments, and promptly do or cause to be done all such other and further things as may be February 14, 2017 Contra Costa County Board of Supervisors 366 4848-0290-9760.4 29 necessary or reasonably required in order to further and more fully vest in the Bondholders all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon them hereby. SECTION 6.08 Maintenance of Revenues. The Authority will promptly collect all rents and charges due for the occupancy or use of the Facilities as the same become due, and will promptly and vigorously enforce its rights against any tenant or other person who does not pay such rents or charges as they become due. Pursuant to Section 5.02 and the Facilities Lease, the County is to pay all Base Rental Payments directly to the Trustee. The Authority will at all times maintain and vigorously enforce all of its rights under the Facilities Lease. SECTION 6.09 Amendments to Facilities Lease and Site Lease. (a) The Authority shall not supplement, amend, modify or terminate any of the terms of the Facilities Lease, or consent to any such supplement, amendment, modification or termination, without the prior written consent of the Trustee and the Purchaser. The Trustee shall give such written consent if such supplement, amendment, modification or termination (a) will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security hereby given for the payment of the Bonds (provided that such supplement, amendment or modification shall not be deemed to have such adverse effect or to cause such material impairment solely by reason of addition, substitution or release of real property pursuant to Section 2.03 of the Facilities Lease), (b) is to add to the agreements, conditions, covenants and terms required to be observed or performed thereunder by any party thereto, or to surrender any right or power therein reserved to the Authority or the County, (c) is to cure, correct or supplement any ambiguous or defective provision contained therein, (d) is to accommodate any addition, substitution or release of property in accordance with Section 2.03 of the Facilities Lease or prepayment in accordance with Section 7.02 of the Facilities Lease, (e) is to modify the legal description of the Facilities to conform to the requirements of title insurance or otherwise to add or delete property descriptions to reflect accurately the description of the parcels intended or preferred to be included therein, or substituted for the Facilities pursuant to the provisions of Section 2.03 of the Facilities Lease, or deleted due to prepayment pursuant to the provisions of Section 7.02 of the Facilities Lease, or (f) if the Trustee first obtains the written consent of the Purchaser to such supplement, amendment, modification or termination; provided, that no such supplement, amendment, modification or termination shall reduce the amount of Base Rental Payments to be made to the Authority or the Trustee by the County pursuant to the Facilities Lease to an amount less than the scheduled principal and interest payments on the Outstanding Bonds, or extend the time for making such payments, or permit the creation of any lien prior to or on a parity with the lien created by this Trust Agreement on the Base Rental Payments (except as expressly provided in the Facilities Lease), in each case without the written consent of all of the Bondholders of the Bonds then Outstanding. (b) The Authority shall not supplement, amend, modify or terminate any of the terms of the Site Lease, or consent to any such supplement, amendment, modification or termination, without the prior written consent of the Trustee and the Purchaser. The Trustee shall give such written consent if such supplement, amendment, modification or termination (a) will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security hereby given for the payment of the Bonds, (b) is to add to the February 14, 2017 Contra Costa County Board of Supervisors 367 4848-0290-9760.4 30 agreements, conditions, covenants and terms required to be observed or performed thereunder by any party thereto, or to surrender any right or power therein reserved to the Authority or the County, (c) is to cure, correct or supplement any ambiguous or defective provision contained therein, (d) is to modify the legal description of the Facilities to conform to the requirements of title insurance or otherwise to add or delete property descriptions to reflect accurately the description of the parcels intended or preferred to be included therein, or substituted for the Facilities pursuant to the provisions of Section 2.03 of the Facilities Lease, or deleted due to prepayment pursuant to the provisions of Section 7.02 of the Facilities Lease, or (e) if the Trustee first obtains the written consent of the Purchaser to such supplement, amendment, modification or termination. (c) No supplement, amendment, modification or termination of the Facilities Lease or Site Lease shall be entered into unless an Opinion of Counsel is delivered to the effect that such amendment, modification or termination is (a) authorized and permitted by the Trust Agreement, Facilities Lease or Site Lease, (b) is enforceable against the Authority and the County, (c) will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security hereby given for the payment of the Bonds, and (d) does not adversely impact the tax-exempt status of the interest on the Bonds. (d) The Trustee shall not be obligated to consent to any amendment that adversely impacts its rights. SECTION 6.10 Leasehold Estate. The Authority will be, on the date of the delivery of the Bonds, the owner and lawfully possessed of the leasehold estate described in the Site Lease, and the Facilities Lease will be, on the date of delivery of the Bonds, a valid subsisting demise for the term therein set forth of the property which it purports to demise. At the time of the delivery of the Bonds, the County will be the owner in fee simple of the premises described in the Site Lease, the Site Lease will be lawfully made by the County and the covenants contained in the Site Lease on the part of the County will be valid and binding. At the time of the delivery of the Bonds, the Authority will have good right, full power and lawful authority to lease said leasehold estate, in the manner and form provided in the Facilities Lease, and the Facilities Lease will be duly and regularly executed. Without allowance for any days of grace which may or might exist or be allowed by law or granted pursuant to any terms or conditions of the Facilities Lease, the Authority will in all respects promptly and faithfully keep, perform and comply with all the terms, provisions, covenants, conditions and agreements of the Facilities Lease to be kept, performed and complied with by it. The Authority will not do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would or might be a ground for declaring a forfeiture of the Facilities Lease, or would or might be a ground for cancellation or termination of the Facilities Lease by the lessee thereunder. The Authority will promptly deposit with the Trustee (to be held by the Trustee until the title and rights of the Trustee under this Trust Agreement shall be released or reconvened) any and all documentary evidence received by it showing compliance with the provisions of the Facilities Lease to be performed by the Authority. The Authority, immediately upon its receiving or giving any notice, communication or other document in any way relating to or affecting the Facilities Lease, or the leasehold estate thereby February 14, 2017 Contra Costa County Board of Supervisors 368 4848-0290-9760.4 31 created, which may or can in any manner affect the estate of the lessor or of the Authority in or under the Facilities Lease, will deliver the same, or a copy thereof, to the Trustee. SECTION 6.11 Intentionally Left Blank. ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS SECTION 7.01 Events of Default and Acceleration of Maturities. If one or more of the following events (herein called “events of default”) shall happen, that is to say: (a) if default shall be made by the Authority in the due and punctual payment of the interest on any Bond when and as the same shall become due and payable; (b) if default shall be made by the Authority in the due and punctual payment of the principal or premium, including, without limitation, any Breakage Fee, if any, of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed or by proceedings for mandatory redemption; (c) if default shall be made by the Authority in the performance of any of the other agreements or covenants required herein to be performed by the Authority, and such default shall have continued for a period of sixty (60) days or (or if the Authority notifies the Trustee that in its reasonable opinion the failure stated in the notice can be corrected, but not within such 60 day period, the failure will not constitute an event of default if the Authority commences to cure the failure within such 60 day period and thereafter diligently and in good faith cures such failure in a reasonable period of time); (d) if the Authority shall file a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if a court of competent jurisdiction shall approve a petition filed with or without the consent of the Authority seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if under the provisions of any other law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of its property; or (e) if an Event of Default has occurred under Section 6.01 of the Facilities Lease; or (f) if an Event of Default has occurred under the Continuing Covenant Agreement; then and in each and every such case during the continuance of such event of default the Trustee may, with the consent of the Purchaser, or, at the direction of the Purchaser, institute legal proceedings pursuant to Section 7.03 hereof. In addition, in the event of a default described in Section 7.01(a) or (b) hereof, the Trustee, upon the written request of the Purchaser shall, by notice in writing to the Authority, declare the principal of all Bonds then Outstanding and the February 14, 2017 Contra Costa County Board of Supervisors 369 4848-0290-9760.4 32 interest accrued thereon to be due and payable immediately, and upon any such declaration the same shall become due and payable, anything contained herein or in the Bonds to the contrary notwithstanding. The Trustee shall promptly notify all Bondholders by first class mail of any such event of default which is continuing of which a Responsible Officer has actual knowledge or written notice. This provision, however, is subject to the condition that if at any time after the principal of the Bonds then Outstanding shall have been so declared due and payable and before any judgment or decree for the payment of the money due shall have been obtained or entered the Authority shall deposit with the Trustee a sum sufficient to pay all matured interest on all the Bonds and all principal of the Bonds matured prior to such declaration and premium, if any, with interest at the rate borne by such Bonds on such overdue interest and principal and premium, if any, and the reasonable fees and expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of interest on and principal of the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then and in every such case the Trustee or the Purchaser, by written notice to the Authority and to the Trustee, may on behalf of the Bondholders of all the Bonds then Outstanding rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. Notwithstanding anything to the contrary herein, under no circumstances may the Authority or the Trustee accelerate the payment of Base Rental under the Facilities Lease. SECTION 7.02 Application of Funds Upon Acceleration. All moneys in the accounts and funds provided in Sections 3.01, 3.02, 5.02, 5.03 and 5.04 upon the date of the declaration of acceleration by the Trustee as provided in Section 7.01 and all Revenues (other than Revenues on deposit in the Rebate Fund) thereafter received by the Authority hereunder shall be transmitted to the Trustee and shall be applied by the Trustee in the following order: First, to the payment of the reasonable fees, costs and expenses of the Trustee in providing for the declaration of such event of default and carrying out its duties under this Trust Agreement, including reasonable compensation to their accountants and counsel together with interest on any amounts advanced as provided herein and thereafter to the payment of the reasonable costs and expenses of the Bondholders, if any, in carrying out the provisions of this Article, including reasonable compensation to their accountants and counsel; Second, upon presentation of the several Bonds, and the stamping thereon of the amount of the payment if only partially paid or upon the surrender thereof if fully paid, to the payment of the whole amount then owing and unpaid upon the Bonds for interest and principal, and premium, including, without limitation, the Breakage Fee, if any, with (to the extent permitted by law) interest on the overdue interest and principal and premium at the rate borne by such Bonds, and in case such money shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such interest, principal and premium, including, without limitation, the Breakage Fee, if any, and (to the extent permitted by law) interest on overdue interest and principal and premium, including, without limitation, the February 14, 2017 Contra Costa County Board of Supervisors 370 4848-0290-9760.4 33 Breakage Fee, if any, without preference or priority among such interest, principal and premium and interest on overdue interest and principal and premium ratably to the aggregate of such interest, principal and premium and interest on overdue interest and principal and premium; and Third, to the payment of the Purchaser and the other Bondholders of all amounts due under the Continuing Covenant Agreement and not otherwise paid hereunder. SECTION 7.03 Institution of Legal Proceedings by Trustee. If one or more of the events of default shall happen and be continuing, the Trustee may, with the consent of the Purchaser, and upon the written request of the Purchaser, shall, and in each case upon being indemnified to its reasonable satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of the Bondholders of Bonds under this Trust Agreement and under Article VI of the Facilities Lease by a suit in equity or action at law, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or by mandamus or other appropriate proceeding for the enforcement of any other legal or equitable remedy as the Trustee shall deem most effectual in support of any of its rights and duties hereunder. SECTION 7.04 Non-Waiver. Nothing in this Article or in any other provision hereof or in the Bonds shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the interest on and principal of and redemption premiums, if any, on the Bonds to the respective Bondholders of the Bonds at the respective dates of maturity or upon prior redemption as provided herein from the Revenues as provided herein pledged for such payment, or shall affect or impair the right of such Bondholders, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract embodied herein and in the Bonds. A waiver of any default or breach of duty or contract by the Trustee or any Bondholder shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee or any Bondholder to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Bondholders by the Act or by this Article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Bondholders. If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned, the Authority, the Trustee and any Bondholder shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. SECTION 7.05 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Bondholders is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law. February 14, 2017 Contra Costa County Board of Supervisors 371 4848-0290-9760.4 34 SECTION 7.06 [Bondholders’ Direction of Proceedings. Anything in this Trust Agreement to the contrary notwithstanding, the Purchaser or the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, but only with the prior written consent of the Purchaser, shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, and upon indemnifying the Trustee to its satisfaction therefor, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law and the provisions of this Trust Agreement, and that the Trustee shall have the right to decline to follow any such direction that in the reasonable opinion of the Trustee would be unjustly prejudicial to Bondholders not parties to such direction.] SECTION 7.07 Limitation on Bondholders’ Right to Sue. No Bondholder of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or equity, for any remedy under or upon this Trust Agreement, unless (a) such Bondholder shall have previously given to the Trustee written notice of the occurrence of an event of default as defined in Section 7.01; (b) the Purchaser shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) said Bondholders shall have tendered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Bondholder of Bonds of any remedy hereunder; it being understood and intended that no one or more Bondholders of Bonds shall have any right in any manner whatever by his or their action to enforce any right under this Trust Agreement, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Trust Agreement shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Bondholders of the Outstanding Bonds. ARTICLE VIII THE TRUSTEE SECTION 8.01 The Trustee. Wells Fargo Bank, National Association shall serve as the initial Trustee for the Bonds for the purpose of receiving all money which the Authority is required to deposit with the Trustee hereunder and for the purpose of allocating, applying and using such money as provided herein and for the purpose of paying the interest on and principal of and redemption premiums, if any, on the Bonds presented for payment, with the rights and obligations provided herein. Any such corporation or association into which the Trustee may be merged or converted, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or in part, or any corporation or association resulting from any such merger, conversion, sale, transfer or consolidation to which it shall be a party, shall be and become successor Trustee without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties. February 14, 2017 Contra Costa County Board of Supervisors 372 4848-0290-9760.4 35 The Authority, unless there exists any Event of Default as defined in Section 7.01, may at any time remove the Trustee initially appointed and any successor thereto and may appoint a successor or successors thereto by an instrument in writing; provided, that any such successor shall be a bank, banking institution, or trust company, having (or whose parent holding company has) a combined capital (exclusive of borrowed capital) and surplus of at least five hundred million dollars ($500,000,000) and subject to supervision or examination by federal or state authority. If such bank, banking institution, or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this Section the combined capital and surplus of such bank, banking institution, or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving a (30) day written notice of such resignation to the Authority, and by mailing by first class mail to the Bondholders notice of such resignation. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing. Any removal or resignation of a Trustee and appointment of a successor Trustee shall become effective only upon the acceptance of appointment by the successor Trustee. The successor Trustee shall send notice of its acceptance by first class mail to the Bondholders. If, within thirty (30) days after notice of the removal or resignation of the Trustee no successor Trustee shall have been appointed and shall have accepted such appointment, the removed or resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having the qualifications required hereby. The Trustee is hereby authorized to pay or redeem the Bonds when duly presented for payment at maturity or on redemption prior to maturity. The Trustee shall cancel all Bonds upon payment thereof or upon the surrender thereof by the Authority and shall dispose of such Bonds in a manner deemed appropriate by it. The Trustee shall keep accurate records of all Bonds paid and discharged and cancelled by it. The Trustee shall, prior to an event of default, and after the curing or waiver of all Events of Default that may have occurred, perform such duties and only such duties as are specifically set forth in this Trust Agreement and no implied duties or obligations shall be read into this Trust Agreement. The Trustee shall, during the existence of any Event of Default (that has not been cured or waived), exercise such of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. SECTION 8.02 Liability of Trustee. The recitals of facts, agreements and covenants herein and in the Bonds shall be taken as recitals of facts, agreements and covenants of the Authority, and the Trustee assumes no responsibility for the correctness of the same or makes any representation as to the sufficiency or validity hereof or of the Bonds, or shall incur any responsibility in respect thereof other than in connection with the rights or obligations assigned to or imposed upon it herein, in the Bonds or in law or equity. The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct as finally determined by a court of competent jurisdiction. February 14, 2017 Contra Costa County Board of Supervisors 373 4848-0290-9760.4 36 The Trustee shall not be bound to recognize any person as the Bondholder of a Bond unless and until such Bond is submitted for inspection, if required, and such Bondholder’s title thereto satisfactorily established, if disputed. The Trustee shall not be liable for any error of judgment made in good faith, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Purchaser in aggregate principal amount of the Bonds at the time Outstanding, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Trust Agreement. The Trustee may refuse to follow any direction that conflicts with law or the Trust Agreement, is unduly prejudicial to the rights of other Bondholders, or would involve the Trustee in personal liability. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request, order or direction of any of the Bondholders pursuant to the provisions of this Trust Agreement unless such Bondholders shall have offered to the Trustee reasonable security or indemnity against the reasonable costs, expenses and liabilities that may be incurred therein or thereby. The Trustee has no obligation or liability to the Bondholders for the payment of the interest on, principal of or redemption premium, if any, with respect to the Bonds from its own funds; but rather the Trustee’s obligations shall be limited to the performance of its duties hereunder. Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to the Trust Agreement upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent, is the Bondholder of any Bond shall be conclusive and binding upon all future Bondholders and upon Bonds executed an delivered in exchange therefore or in place thereof. The Trustee shall not be deemed to have knowledge of any event of default (except payment defaults) unless and until a Responsible Officer shall have actual knowledge thereof or a Responsible Officer of the Trustee shall have received written notice thereof at its Principal Office. The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of a default or event of default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through attorneys-in-fact, agents or receivers and shall not be answerable for the negligence or misconduct of any such attorney-in-fact, agent or receiver selected by it with due care. The Trustee shall be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Trustee shall not be answerable for the professional malpractice of any attorney-in-law or certified public accountant in connection with the rendering of his professional advice in accordance with the terms of this February 14, 2017 Contra Costa County Board of Supervisors 374 4848-0290-9760.4 37 Trust Agreement, if such attorney-in-law or certified public accountant was selected by the Trustee with due care. The Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. Whether or not therein expressly so provided, every provision of this Trust Agreement, the Facilities Lease, the Site Lease or related documents relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article. The Trustee makes no representation or warranty, express or implied, as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose for the use contemplated by the Authority or County of the Facilities or the Project. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Facilities Lease, the Site Lease or this Trust Agreement for the existence, furnishing or use of the Facilities or the Project. The Trustee shall be protected in acting upon any notice, resolution, requisition, request (including any Written Request of the Authority or the County), consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Before the Trustee acts or refrains from acting, the Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Before taking any action or refraining from taking any action, the Trustee may require that indemnity satisfactory to it be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, including costs incurred in defending itself against any and all charges claims, complaints, allegations, assertations or demands of any nature whatsoever, except liability which is adjudicated to be a direct result of the Trustee’s negligence or willful misconduct in connection with any such action. Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be established or proved prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Authority or a Certificate of the County, which certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such additional evidence as it may deem reasonable. February 14, 2017 Contra Costa County Board of Supervisors 375 4848-0290-9760.4 38 No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Bonds. The Trustee is not responsible for the content of any disclosure material prepared in connection with the Bonds. The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence. SECTION 8.03 Compensation and Indemnification of Trustee. The Authority covenants to pay (but solely from Additional Payments) to the Trustee from time to time, and the Trustee shall be entitled to, compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Authority will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee, in accordance with any of the provisions of this Trust Agreement (including the reasonable compensation and the reasonable expenses and disbursements of their counsel (including the allocated reasonable fees and disbursements of in- house counsel) and of all persons not regularly in their employ) except any such expense, disbursement or advance as may arise from the Trustee’s negligence or willful misconduct. The Authority, to the extent permitted by law, shall indemnify, defend and hold harmless the Trustee against any loss, damage, liability or expense incurred without negligence or willful misconduct on the part of the Trustee arising out of or in connection with the acceptance or administration of the trusts created hereby, including reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) of defending itself against or investigating any claim or liability in connection with the exercise or performance of any of its powers hereunder. The rights of the Trustee and the obligations of the Authority under this Section 8.03 shall survive the discharge of the Bonds and this Trust Agreement and the resignation or removal of the Trustee. ARTICLE IX AMENDMENT OF THE TRUST AGREEMENT SECTION 9.01 Amendment of the Trust Agreement. (a) This Trust Agreement and the rights and obligations of the Authority and of the Bondholders may be amended at any time by a Supplemental Trust Agreement which shall become binding when the written consent of the Purchaser are filed with the Trustee; provided that if such modification or amendment will, by its terms, not take effect so long as any remain Outstanding, the consent of the Owners of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Bonds Outstanding under this Section. No such amendment shall (1) extend the maturity of or reduce the interest rate on or amount of interest on or principal of or redemption premium, if any, on any Bond without the express written consent of the Bondholder of such Bond, or (2) permit the creation by the February 14, 2017 Contra Costa County Board of Supervisors 376 4848-0290-9760.4 39 Authority of any pledge of or charge or lien upon the Revenues as provided herein superior to or on a parity with the pledge, charge and lien created hereby for the benefit of the Bonds, or (3) reduce the percentage of Bonds required for the written consent to any such amendment, or (4) modify any rights or obligations of the Trustee, the Authority, or the County without their prior written assent thereto, respectively. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Trust Agreement, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Trust Agreement pursuant to this subsection (a), the Trustee shall mail a notice on behalf of the Authority, setting forth in general terms the substance of such Supplemental Trust Agreement to the Bondholders at the addresses shown on the registration books maintained by the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Trust Agreement. (b) The Trust Agreement and the rights and obligations of the Authority and of the Bondholders may also be amended at any time by a Supplemental Trust Agreement which shall become binding upon adoption but without the consent of any Bondholders, for any purpose that will not materially adversely affect the interests of the Bondholders, including (without limitation) for any one or more of the following purposes: (i) to add to the agreements and covenants required herein to be performed by the Authority other agreements and covenants thereafter to be performed by the Authority, or to surrender any right or power reserved herein to or conferred herein on the Authority; (ii) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Authority may deem desirable or necessary; and (iii) to add to the agreements and covenants required herein, such agreements and covenants as may be necessary to qualify the Trust Agreement under the Trust Indenture Act of 1939. (c) The Trustee shall not be obligated to enter into any Amendment that adversely impacts its rights. (d) No amendment shall be entered into unless an Opinion of Counsel is delivered to the effect that such amendment (a) is authorized and permitted by the Trust Agreement, (b) is enforceable against the Authority and the County, (c) will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security hereby given for the payment of the Bonds, and (d) does not adversely impact the tax- exempt status of the interest on the Bonds. SECTION 9.02 Disqualified Bonds. Bonds owned or held by or for the account of the Authority shall not be deemed Outstanding for the purpose of any consent or other action or February 14, 2017 Contra Costa County Board of Supervisors 377 4848-0290-9760.4 40 any calculation of Outstanding Bonds provided in this Article, and shall not be entitled to consent to or take any other action provided in this Article. SECTION 9.03 Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that the Bonds may bear a notation by endorsement in form approved by the Authority as to such action, and in that case upon demand of the Bondholder of any Outstanding Bonds and presentation of his Bond for such purpose at the office of the Trustee a suitable notation as to such action shall be made on such Bond. If the Authority shall so determine, new Bonds so modified as, in the opinion of the Authority, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Bondholder of any Outstanding Bond a new Bond or Bonds shall be exchanged at the office of the Trustee without cost to each Bondholder for its Bond or Bonds then Outstanding upon surrender of such Outstanding Bonds. SECTION 9.04 Notice to and Consent of Bondholders. If consent of the Bondholders is required under the terms of this Trust Agreement for the amendment of this Trust Agreement or for any other similar purpose, the Authority shall cause notice of the proposed amendment to be given by first-class mail to the Owners of the Outstanding Bonds then shown on the registration books for the Bonds. Such notice shall briefly set forth the nature of the proposed amendment or other action and shall state that copies of any such amendment are on file at the office of the Authority and the Principal Office of the Trustee for inspection by all Bondholders. If, within sixty (60) days or such longer period as shall be prescribed by the Authority following the mailing of such notice, the Owners of the requisite principal amount of the Bonds Outstanding by instruments filed with the Authority shall have consented to the amendment or other proposed action, then the Authority may adopt or execute, as appropriate, such amendment or take such proposed action and the consent of the Bondholders shall thereby be conclusively presumed. Such instruments filed with the Authority may include documents, including Certificates of the Authority, stating that Owners of Bonds have consented to an amendment by purchasing such Bonds if the disclosure document related to such purchase disclosed that the purchase of the Bonds was deemed to mean that the Owners consented to the amendment. SECTION 9.05 Amendment by Mutual Consent. The provisions of this Article shall not prevent any Bondholder from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. ARTICLE X DEFEASANCE SECTION 10.01 [Discharge of Bonds. (a) If the Authority shall pay or cause to be paid or there shall otherwise be paid to the Bondholders of all or any portion of the Outstanding Bonds the interest thereon and principal thereof and redemption premiums, if any, thereon at the times and in the manner stipulated herein and therein, and the Authority shall pay in full all other amounts due hereunder and under the Facilities Lease and the Continuing Covenant Agreement, then the Bondholders of February 14, 2017 Contra Costa County Board of Supervisors 378 4848-0290-9760.4 41 such Bonds shall cease to be entitled to the pledge of and charge and lien upon the Revenues as provided herein, and all agreements, covenants and other obligations of the Authority to the Bondholders of such Bonds hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, the Trustee shall pay over or deliver to the Authority all money or securities held by it pursuant hereto which are not required for the payment of the interest on and principal of and redemption premiums, if any, on such Bonds and for the payment of all other amounts due hereunder and under the Facilities Lease. (b) Any Outstanding Bonds shall prior to the maturity date or redemption date thereof be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this Section if (1) in case any of such Bonds are to be redeemed on any date prior to their maturity date, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to provide notice in accordance with Section 4.05, (2) there shall have been deposited with the Trustee (A) cash in an amount which shall be sufficient and/or (B) noncallable Government Securities, the interest on and principal of which when paid will provide cash which, together with the cash, if any, deposited with the Trustee at the same time, shall be sufficient, in the opinion of an Independent Certified Public Accountant, to pay when due the interest to become due on such Bonds on and prior to the maturity date or redemption date thereof, as the case may be, and the principal of and redemption premiums, if any, on such Bonds, and (3) in the event such Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as soon as practicable, a notice to the Bondholders of such Bonds that the deposit required by clause (2) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this Section and stating the maturity date or redemption date upon which money is to be available for the payment of the principal of and redemption premiums, if any, on such Bonds. (c) In the event of an advance refunding (i) the Authority shall cause to be delivered, on the deposit date and upon any reinvestment of the defeasance amount, a report of an Independent Certified Public Accountant verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity date or redemption date (“Verification”) (which Verification shall verify the mathematical accuracy of the computations relating to the adequacy of cash plus Government Securities to be held in escrow to pay debt service requirements (principal, interest and redemption price, including premium, to the applicable redemption or maturity dates) when due on the Bonds to be refunded), (ii) the escrow agreement shall provide that no (A) substitution of a Government Security shall be permitted except with another Government Security and upon delivery of a new Verification and (B) reinvestment of a Government Security shall be permitted except as contemplated by the original Verification or upon delivery of a new Verification, and (iii) there shall be delivered an Opinion of Bond Counsel to the effect that the Bonds are no longer “Outstanding” under the Trust Agreement; each Verification and opinion shall be addressed to the Authority and the Trustee. SECTION 10.02 Unclaimed Money. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Bonds or interest thereon which remains unclaimed for two (2) years after the date when such February 14, 2017 Contra Costa County Board of Supervisors 379 4848-0290-9760.4 42 Bonds or interest thereon have become due and payable, either at their stated maturity dates or by call for redemption prior to maturity, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date when such Bonds have become due and payable, shall be repaid by the Trustee to the Authority as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bondholders shall not look to the Trustee for the payment of such Bonds.] ARTICLE XI MISCELLANEOUS SECTION 11.01 Liability of Authority Limited to Revenues. Notwithstanding anything contained herein, the Authority shall not be required to advance any money derived from any source other than the Revenues as provided herein for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds or for the performance of any agreements or covenants herein contained. The Authority may, however, advance funds for any such purpose so long as such funds are derived from a source legally available for such purpose. The Bonds are limited obligations of the Authority and are payable, as to interest thereon, principal thereof and any premiums upon the redemption of any thereof, solely from the Revenues as provided herein, and the Authority is not obligated to pay them except from the Revenues. All the Bonds are equally secured by a pledge of and charge and lien upon the Revenues, and the Revenues constitute a trust fund for the security and payment of the interest on and principal of and redemption premiums, if any, on the Bonds as provided herein. The Bonds are not a debt of the County, the State or any of its political subdivisions, and neither the County, the State nor any of its political subdivisions is liable thereon, nor in any event shall the Bonds be payable out of any funds or properties other than those of the Authority as provided herein. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction. SECTION 11.02 Benefits of this Trust Agreement Limited to Parties and Third Party Beneficiaries. Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the Trustee, and the Bondholders any right, remedy or claim under or by reason hereof. Any agreement or covenant required herein to be performed by or on behalf of the Authority or any member, officer or employee thereof shall be for the sole and exclusive benefit of the Authority, the Trustee and the Bondholders. SECTION 11.03 Successor Is Deemed Included in All References to Predecessor. Whenever herein either the Authority or any member, officer or employee thereof or of the State is named or referred to, such reference shall be deemed to include the successor to the powers, duties and functions with respect to the Project that are presently vested in the Authority or such member, officer or employee, and all agreements and covenants required hereby to be performed by or on behalf of the Authority or any member, officer or employee thereof shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. February 14, 2017 Contra Costa County Board of Supervisors 380 4848-0290-9760.4 43 SECTION 11.04 Execution of Documents by Bondholders. Any declaration, request or other instrument which is permitted or required herein to be executed by Bondholders may be in one or more instruments of similar tenor and may be executed by Bondholders in person or by their attorneys appointed in writing. The fact and date of the execution by any Bondholder or his attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to make acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer. The ownership of any Bonds and the amount, maturity, number and date of holding the same may be proved by the registration books relating to the Bonds at the Principal Office of the Trustee. Any declaration, request, consent or other instrument or writing of the Bondholder of any Bond shall bind all future Bondholders of such Bond with respect to anything done or suffered to be done by the Trustee or the Authority in good faith and in accordance therewith. SECTION 11.05 Waiver of Personal Liability. No member, officer or employee of the Authority or the County shall be individually or personally liable for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds by reason of their issuance, but nothing herein contained shall relieve any such member, officer or employee from the performance of any official duty provided by the Act or any other applicable provisions of law or hereby. SECTION 11.06 Intentionally Left Blank. SECTION 11.07 Accounts and Funds. Any account or fund required herein to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to all such accounts and funds shall at all times be maintained in accordance with corporate trust industry standards and with due regard for the protection of the security of the Bonds and the rights of the Bondholders. SECTION 11.08 Business Day. When any action is provided for herein to be done on a day named or within a specified time period, and the day or the last day of the period falls on a day which is not a Business Day, such action may be performed on the next ensuing Business Day with the same effect as though performed on the appointed day or within the specified period. SECTION 11.09 Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at the addresses set forth below, or at such other addresses as such parties may provide to the other party in writing from time to time, namely: February 14, 2017 Contra Costa County Board of Supervisors 381 4848-0290-9760.4 44 If to the Authority: County of Contra Costa Public Financing Authority c/o County Administrator County of Contra Costa County Administration Building 651 Pine Street Martinez, California 94553 If to the Trustee: Wells Fargo Bank, National Association 333 Market Street, 18th Floor San Francisco, CA 94105 Attention: Corporate Trust Services If to the County: County of Contra Costa c/o Clerk of the Board of Supervisors County of Contra Costa County Administration Building 651 Pine Street Martinez, California 94553 SECTION 11.10 Article and Section Headings and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. All references herein to “Articles,” “Sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular article, section, subdivision or clause hereof. SECTION 11.11 Partial Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the Authority or the Trustee shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof or of the Bonds, and the Bondholders shall retain all the benefit, protection and security afforded to them under the Act or any other applicable provisions of law. The Authority and the Trustee hereby declare that they would have executed and delivered this Trust Agreement and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. SECTION 11.12 Governing Law. This Trust Agreement shall be governed exclusively by the provisions hereof and by the laws of the State as the same from time to time exist. February 14, 2017 Contra Costa County Board of Supervisors 382 4848-0290-9760.4 45 SECTION 11.13 Execution in Several Counterparts. This Trust Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. February 14, 2017 Contra Costa County Board of Supervisors 383 4848-0290-9760.4 S-1 [Trust Agreement] IN WITNESS WHEREOF, the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY has caused this Trust Agreement to be signed in its name by its Chair and attested by its Secretary, and WELLS FARGO BANK, NATIONAL ASSOCIATION., in token of its acceptance of the trusts created hereunder, has caused this Trust Agreement to be signed by one of the officers thereunder duly authorized, all as of the day and year first above written. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: Federal D. Glover Chair of the Board of Directors Attest: By: David J. Twa Executive Director and Secretary of the Board of Directors WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer Acknowledged COUNTY OF CONTRA COSTA By: David J. Twa County Administrator and Clerk of the Board of Supervisors February 14, 2017 Contra Costa County Board of Supervisors 384 4848-0290-9760.4 A-1 EXHIBIT A FORM OF 2017 SERIES A BOND No. _____ $__________ COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (REFUNDING AND CAPITAL PROJECTS), 2017 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 FLOOD CONTROL AND WATER CONSERVATION DISTRICT, THE PARTIES TO THE AGREEMENT CREATING THE AUTHORITY. Interest Rate Maturity Date Dated Date CUSIP ____% June 1, ____ _______, 2017 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 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 on or before [_________, 2017], 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 June 1, 2017, 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 February 14, 2017 Contra Costa County Board of Supervisors 385 4848-0290-9760.4 A-2 upon the written request of a Bondholder of $1,000,000 or more in aggregate principal amount of Bonds of the Series of which this Bond is a part received by the Trustee (defined hereinafter) prior to the applicable record date, interest shall be paid by wire transfer in immediately available funds to an account within the United States of America. The principal hereof is payable in lawful money of the United States of America upon presentation of this Bond at the Principal Office of the Trustee. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the Trust Agreement. This Bond is one of a duly authorized issue of bonds of the Authority designated as its “County of Contra Costa Public Financing Authority Lease Revenue Bonds ” (the “Bonds”) unlimited as to principal amount and is one of a duly authorized series of such Bonds known as “(Refunding and Capital Projects), 2017 Series A” (the “Bonds”) issued in an aggregate principal amount of _____________________________________________ dollars ($____________), all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities and interest rates), and is issued under and pursuant to the provisions of the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title 1 of the California Government Code, as amended) and all laws amendatory thereof or supplemental thereto (the “Act”) and under and pursuant to the provisions of a trust agreement, dated as of [March] 1, 2017 (as amended from time to time, the “Trust Agreement”), between the Authority and Wells Fargo Bank, National Association, as trustee (together with any successor as trustee under the Trust Agreement, the “Trustee”) (copies of the Trust Agreement are on file at the principal office of the Trustee in San Francisco, California). The Bonds are issued to provide funds to finance and refinance the acquisition, installation, implementation and construction of certain capital projects of the County, and related costs and expenses, located in the County of Contra Costa (as more fully defined in the Trust Agreement, the “Project”) and to provide funds to refund certain outstanding lease revenue bonds of the Authority. The Bonds are limited obligations of the Authority and are payable, as to interest thereon and principal thereof, solely from certain proceeds of the Bonds held in certain funds and accounts pursuant to the Trust Agreement and the revenues (as more fully defined in the Trust Agreement, the “Revenues”) derived from Base Rental Payments and other payments made by the County of Contra Costa (the “County”), and all interest or other investment income thereon, pursuant to the Facilities Lease, dated as of [March] 1, 2017 (as amended from time to time, the “Facilities Lease”), by and between the Authority and the County, and the Authority is not obligated to pay the interest or premium, if any, on and principal of the Bonds except from the Revenues. All Bonds are equally and ratably secured in accordance with the terms and conditions of the Trust Agreement by a pledge and assignment of and charge and lien upon the Revenues, and the Revenues constitute a trust fund for the security and payment of the interest or premium, if any, on and principal of the Bonds as provided in the Trust Agreement. The full faith and credit of the Authority 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. Reference is hereby made to the Act and to the Trust Agreement and any and all amendments thereof and February 14, 2017 Contra Costa County Board of Supervisors 386 4848-0290-9760.4 A-3 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 prior to maturity on the dates, at the redemption prices, and upon such notice as set forth in the Trust Agreement. 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 Purchaser or by the Trustee. This Bond is transferable only on a register to be kept for that purpose at the above-mentioned Principal Office of the Trustee by the registered owner hereof in person or by the duly authorized attorney of such owner upon payment of the charges provided in the Trust Agreement and upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or the duly authorized attorney of such owner, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount 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. In the event of any conflict or inconsistency between the terms and provisions of the Bond and the terms and provisions of the Trust Agreement, the terms and provisions of the Trust Agreement shall control. 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. 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. February 14, 2017 Contra Costa County Board of Supervisors 387 4848-0290-9760.4 A-4 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 February 14, 2017 Contra Costa County Board of Supervisors 388 4848-0290-9760.4 A-5 FORM OF CERTIFICATE OF AUTHENTICATION TO APPEAR ON 2017 SERIES A BONDS This is one of the Bonds described in the within-mentioned Trust Agreement which has been registered and authenticated on ____________, 2017. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory [DTC LEGEND] Unless this Bond is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. February 14, 2017 Contra Costa County Board of Supervisors 389 4848-0290-9760.4 A-6 [FORM OF ASSIGNMENT TO APPEAR ON 2017 SERIES A BONDS] For value received the undersigned hereby sells, assigns and transfers unto __________________________________ (Taxpayer Identification Number:_______________) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________________ attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. NOTE: The signature to this Assignment must correspond with the name as written on the face of the Bond in every particular, without alteration or enlargement or any change whatever. Dated: PLEASE INSERT SOCIAL SECURITY NUMBER, TAXPAYER IDENTIFICATION NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: Signature Guaranteed: NOTE: Signature must be guaranteed by an eligible guarantor institution. February 14, 2017 Contra Costa County Board of Supervisors 390 4848-0290-9760.4 B-1 EXHIBIT B FORM OF REQUISITION – PROJECT FUND Date: ____________, 20__ No. __ Wells Fargo Bank, National Association 1700 Lincoln Street, 10th Floor Denver, CO 80203 Attention: Corporate Trust Services Re: County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A (Written Request of the County - 2017 Series A Project Account) Ladies and Gentlemen: This letter is our authorization to you to disburse from the 2017 Series A Project Account within the Project Fund provided for in Section 3.02 of the Trust Agreement dated as of [March] 1, 2017 (the “Trust Agreement”) between the County of Contra Costa Public Financing Authority (the “Authority”) and Wells Fargo Bank, National Association, as trustee, the amount indicated on Schedule A attached hereto to the therein-named individuals, firms and corporations for the payment of project costs relating to the completion of the Capital Projects (as said term is defined in the Trust Agreement). The obligations in the stated amount have been incurred by the County, and each item thereof is a proper charge against the 2017 Series A Project Account within the Project Fund. There has not been filed with or served upon the County notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named herein below, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of law. If checked here you are hereby authorized to close the 2017 Series A Project Account within the Project Fund and transfer any remaining balance (after payment of any amounts indicated in Schedule A) to the Revenue Fund. Very truly yours, COUNTY OF CONTRA COSTA By Authorized Officer February 14, 2017 Contra Costa County Board of Supervisors 391 4848-0290-9760.4 B-2 SCHEDULE A Item No. Payee Amount Purpose __ __________ $________ ____________ February 14, 2017 Contra Costa County Board of Supervisors 392 4848-0290-9760.4 C-1 EXHIBIT C FORM OF REQUISITION – COSTS OF ISSUANCE Date: ____________, 20__ No. __ Wells Fargo Bank, National Association 1700 Lincoln Street, 10th Floor Denver, CO 80203 Attention: Corporate Trust Services Re: County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A (Written Request of the Authority – Costs of Issuance Fund) Ladies and Gentlemen: This letter is our authorization to you to disburse from the Costs of Issuance Fund provided for in Section 3.01 of the Trust Agreement dated as of [March] 1, 2017 (the “Trust Agreement”) between the County of Contra Costa Public Financing Authority (the “Authority”) and Wells Fargo Bank, National Association, as trustee, the not to exceed 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 Costs of Issuance Fund. If checked here you are hereby authorized to close the Costs of Issuance Fund and transfer any remaining balance (after payment of any amounts indicated in Schedule A) to the Authority for deposit to the 2017 Series A Project Account within the Project Fund. Very truly yours, COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By Authorized Officer February 14, 2017 Contra Costa County Board of Supervisors 393 4848-0290-9760.4 C-2 SCHEDULE A Item No. Payee Amount Purpose __ __________ $________ ____________ February 14, 2017 Contra Costa County Board of Supervisors 394 4828-6206-0864.4 NP DRAFT 2/7/17 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: NIXON PEABODY LLP 300 South Grand Avenue, Suite 4100 Los Angeles, California 90071 Attention: Charles C. Wolf, Esq. FACILITIES LEASE by and between COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY and the COUNTY OF CONTRA COSTA Related to $[________] County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects) 2017 Series A Dated as of [March] 1, 2017 THIS TRANSACTION IS EXEMPT FROM FILING FEES PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 6103 AND TRANSFER TAXES PURSUANT TO CALIFORNIA REVENUE AND TAXATION CODE SECTION 11928 February 14, 2017 Contra Costa County Board of Supervisors 395 TABLE OF CONTENTS Page i ARTICLE I DEFINITIONS ........................................................................................................... 2 SECTION 1.01. Definitions....................................................................................... 2 ARTICLE II LEASE OF FACILITIES; TERM ............................................................................. 4 SECTION 2.01. Lease of Facilities ........................................................................... 4 SECTION 2.02. Term; Occupancy; and Release of Existing Facilities .................... 4 SECTION 2.03. Substitution; Release; Addition of Property ................................... 5 ARTICLE III RENTAL PAYMENTS; USE OF PROCEEDS ...................................................... 7 SECTION 3.01. Base Rental Payments ..................................................................... 7 SECTION 3.02. Additional Payments ....................................................................... 7 SECTION 3.03. Fair Rental Value ............................................................................ 9 SECTION 3.04. Payment Provisions ......................................................................... 9 SECTION 3.05. Appropriations Covenant .............................................................. 10 SECTION 3.06. Rental Abatement.......................................................................... 11 SECTION 3.07. Use of Proceeds............................................................................. 11 SECTION 3.08. Net Proceeds ................................................................................. 12 ARTICLE IV MAINTENANCE; ALTERATIONS AND ADDITIONS .................................... 13 SECTION 4.01. Maintenance and Utilities ............................................................. 13 SECTION 4.02. Changes to the Facilities ............................................................... 13 SECTION 4.03. Installation of County’s Equipment .............................................. 13 ARTICLE V INSURANCE .......................................................................................................... 14 SECTION 5.01. Fire and Extended Coverage Insurance ........................................ 14 SECTION 5.02. Liability Insurance ........................................................................ 15 SECTION 5.03. Rental Interruption or Use and Occupancy Insurance .................. 16 SECTION 5.04. Worker’s Compensation ............................................................... 16 SECTION 5.05. Title Insurance .............................................................................. 17 SECTION 5.06. Insurance Proceeds; Form of Policies ........................................... 17 SECTION 5.07. Annual Certificates ....................................................................... 17 ARTICLE VI DEFAULTS AND REMEDIES ............................................................................ 18 SECTION 6.01. Defaults and Remedies ................................................................. 18 SECTION 6.02. Waiver ........................................................................................... 21 ARTICLE VII EMINENT DOMAIN; PREPAYMENT .............................................................. 22 SECTION 7.01. Eminent Domain ........................................................................... 22 SECTION 7.02. Prepayment ................................................................................... 22 SECTION 7.03. Option to Purchase; Sale of Personal Property ............................. 23 ARTICLE VIII COVENANTS..................................................................................................... 24 SECTION 8.01. Right of Entry ............................................................................... 24 SECTION 8.02. Liens .............................................................................................. 24 February 14, 2017 Contra Costa County Board of Supervisors 396 4828-6206-0864.4 TABLE OF CONTENTS (continued) Page ii SECTION 8.03. Quiet Enjoyment ........................................................................... 25 SECTION 8.04. Authority Not Liable ..................................................................... 25 SECTION 8.05. Assignment by the Authority ........................................................ 25 SECTION 8.06. Assignment and Subleasing by the County .................................. 25 SECTION 8.07. Title to Facilities ........................................................................... 26 SECTION 8.08. Tax Covenants .............................................................................. 26 SECTION 8.09. Reserved ........................................................................................ 26 SECTION 8.10. Taxes ............................................................................................. 26 SECTION 8.11. Authority’s Purpose ...................................................................... 27 SECTION 8.12. Purpose of Facilities Lease ........................................................... 27 SECTION 8.13. Essential Use ................................................................................. 27 SECTION 8.14. Nondiscrimination......................................................................... 27 ARTICLE IX DISCLAIMER OF WARRANTIES; VENDOR’S WARRANTIES; USE OF THE FACILITIES .................................................................................................................. 28 SECTION 9.01. Disclaimer of Warranties .............................................................. 28 SECTION 9.02. Vendor’s Warranties ..................................................................... 28 SECTION 9.03. Use of the Facilities ...................................................................... 28 ARTICLE X MISCELLANEOUS ............................................................................................... 29 SECTION 10.01. Law Governing ............................................................................. 29 SECTION 10.02. Notices .......................................................................................... 29 SECTION 10.03. Validity and Severability .............................................................. 30 SECTION 10.04. Net-Net-Net Lease ........................................................................ 30 SECTION 10.05. Section Headings .......................................................................... 30 SECTION 10.06. Amendment or Termination .......................................................... 30 SECTION 10.07. Execution ...................................................................................... 31 SECTION 10.08. Third-Party Beneficiary ................................................................ 31 EXHIBIT A Description of the Facilities............................................................................... A-1 EXHIBIT B Base Rental Payment Schedule ......................................................................... B-1 EXHIBIT C Lease Terms....................................................................................................... C-1 EXHIBIT D Capital Projects .................................................................................................. D-1 EXHIBIT E Form of Budget Certificate .................................................................................E-1 EXHIBIT F Form of Insurance Certificate ............................................................................. F-1 February 14, 2017 Contra Costa County Board of Supervisors 397 1 FACILITIES LEASE This Facilities Lease, dated as of [March] 1, 2017, by and between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the “Authority”), a joint exercise powers authority duly organized and existing under and by virtue of the laws of the State of California, as sublessor, and the COUNTY OF CONTRA COSTA (the “County”), a body corporate and politic and a political subdivision of the State of California, as sublessee; W I T N E S S E T H: WHEREAS, the Authority, at the request of the County, is refunding all of its outstanding Lease Revenue Bonds (Refunding and Various Capital Projects), 2007 Series A (the “2007 Series A Bonds”), Lease Revenue Bonds (Medical Center Refunding), 2007 Series B (the “2007 Series B Bonds” and, together with the 2007 Series A Bonds, the “2007 Refunded Bonds”), and its Lease Revenue Bonds (Capital Projects Program), 2009 Series A (the “2009 Series A Bonds,” and together with the 2007 Refunded Bonds, the “Refunded Bonds”); WHEREAS, the County has determined to finance and refinance the construction, renovation and acquisition of various capital projects of the County as set forth in Exhibit D hereto, as the same may be changed from time to time (the “Capital Projects”); WHEREAS, the Authority intends to assist the County in financing and refinancing the Capital Projects and refunding the Refunded Bonds by issuing the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A (the “Bonds”), pursuant to the Trust Agreement dated as of March 1, 2017 (as amended, supplemented, modified or restated from time to time, the “Trust Agreement”), by and between the Authority and Wells Fargo Bank, National Association, as trustee; WHEREAS, the County will lease to the Authority certain capital assets of the County (as further defined herein, the “Facilities”) pursuant to a Site Lease, dated as of [March] 1, 2017 (as amended, supplemented, modified or restated from time to time, the “Site Lease”), between County and the Authority; WHEREAS, the County will lease back the Facilities from the Authority pursuant to the terms of this Facilities Lease; and WHEREAS, under this Facilities Lease, the County will be obligated to make Base Rental Payments and Additional Payments (each as defined herein) to the Authority for the lease of the Facilities and such other facilities as may from time to time be leased hereunder; WHEREAS, the Authority has assigned the Base Rental Payments and the Additional Payments to be made hereunder to the Trustee pursuant to the Trust Agreement for purposes of payment of the Bonds and all obligations due and owing the Purchaser or any Bondholder under the Continuing Covenant Agreement dated as of [March] 1, 2017 (the “Continuing Covenant Agreement”), among the County, the Authority and Wells Fargo Bank, National Association, as initial purchaser of the Bonds; February 14, 2017 Contra Costa County Board of Supervisors 398 4828-6206-0864.4 2 NOW, THEREFORE, in consideration of the mutual covenants herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Facilities Lease, have the meanings herein specified, which meanings shall be equally applicable to both the singular and plural forms of any of the terms herein defined. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement. “Additional Payments” means all amounts payable to the Authority, the Purchaser or the Trustee or any other person from the County as Additional Payments pursuant to Section 3.02 hereof. “Architects” means the architects, engineers or designers of the Capital Projects or any portion thereof, and any successor or successors to any thereof. “Authority” means the County of Contra Costa Public Financing Authority, acting as sublessor hereunder and any surviving, resulting or transferee entity. “Base Rental” and “Base Rental Payments” means all amounts payable to the Authority from the County as Base Rental Payments pursuant to Section 3.01 hereof. “Base Rental Payment Schedule” means the schedule of Base Rental Payments payable to the Authority from the County pursuant to Section 3.01 hereof and attached hereto as Exhibit B. “Bonds” has the meaning set forth in the recitals. “Capital Projects” means the various public capital improvements and projects, including, but not limited to the acquisition, installation, implementation and construction of the 2017 Project, as set forth in Exhibit D hereto, as the same may be amended from time to time by a Certificate of the County delivered to the Trustee, to be financed or refinanced by a portion of the proceeds of the Bonds. “Code” means the Internal Revenue Code of 1986, as the same shall be hereafter amended, and any regulations heretofore issued or which shall be hereafter issued by the United States Department of the Treasury thereunder. “Continuing Covenant Agreement” means the Continuing Covenant Agreement dated as of [March] 1, 2017, among the County, the Authority and the Purchaser, as it may from time to time be amended, supplemented, modified or restated pursuant to the provisions thereof. “Contractors” means the construction contractor for any portion of the Capital Projects and any successor or successors to any thereof. February 14, 2017 Contra Costa County Board of Supervisors 399 4828-6206-0864.4 3 “County” means the County of Contra Costa, California, a body corporate and politic and a political subdivision of the State of California. “Default Rate” has the meaning set forth in the Continuing Covenant Agreement. “Event of Default” shall have the meaning specified in Section 6.01 hereof. “Facilities” shall mean the real property and the improvements thereon as described in Exhibit A hereto, or any County buildings, other improvements and facilities, added thereto or substituted therefor, or any portion thereof, in accordance with this Facilities Lease and the Trust Agreement. “Facilities Lease” means this Facilities Lease, as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof and of the Trust Agreement. “Insurance Consultant” means an individual or firm retained by the County as an independent insurance consultant, with experience in the field of risk management. “Net Proceeds” means amounts derived from any policy of casualty insurance or title insurance with respect to the Facilities, or the proceeds of any taking of the Facilities or any portion thereof in eminent domain proceedings (including sale under threat of such proceedings), to the extent remaining after payment therefrom of all expenses incurred in the collection and administration thereof. “Purchaser” has the meaning set forth in the Continuing Covenant Agreement. “Refunded Bonds” means (i) the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 2007 Series A, (ii) the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Medical Center Refunding), 2007 Series B and (iii) the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects Program), 2009 Series A. The 2007 Series A Bonds and the 2007 Series B Bonds were issued pursuant to a trust agreement, dated as of February 1, 1999 (the “1999 Trust Agreement”), as supplemented and amended, by and between the Authority and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and the 2009 Series A Bonds were issued pursuant to a trust agreement, dated as of June 1, 2009 (the “2009 Trust Agreement”), by and between the Authority and the Trustee. “Rental Payment Period” means the twelve month period commencing June 1 of each year and ending the following May 31, and the initial period commencing on the effective date hereof and ending the following May 31. “Taxable Rate” means, for each day from and after the T axable Date, the product of (i) the interest rate on interest component of Base Rental Payments for such day and (ii) 1.54. [“Taxable Rate Factor” means, for each day that the Taxable Rate is determined, the quotient of (i) one divided by (ii) one minus the Maximum Federal Corporate Tax Rate in effect as of such day, rounded upward to the second decimal place.] February 14, 2017 Contra Costa County Board of Supervisors 400 4828-6206-0864.4 4 “Trust Agreement” means the Trust Agreement, dated as of [March] 1, 2017, by and between the Trustee and the Authority and acknowledged by the County, as originally executed or as it may from time to time be supplemented, modified or amended by a Supplemental Trust Agreement entered into pursuant to the provisions thereof. “2017 Project” means the: (i) improvements to the Contra Costa Regional Medical Center, located at 2500 Alhambra Avenue in the City of Martinez; (ii) expansion and improvements to the Pittsburg Health Center, located at 2311 Loveridge Road in the City of Pittsburg; (iii) improvements to the Contra Costa Health Services, located at 595 Center Avenue and 597 Center Avenue in the City of Martinez; and (iv) improvements to the Women, Infant & Children Building, located at 13601 San Pablo Avenue in the City of San Pablo, and payment of any costs associated with financing of said projects, as set forth in Exhibit D hereto, as the same may be changed from time to time, in accordance with Section 3.07 hereof, by a Certificate of the County delivered to the Trustee. ARTICLE II LEASE OF FACILITIES; TERM SECTION 2.01. Lease of Facilities. The Authority hereby leases to the County and the County hereby leases from the Authority the Facilities, subject, however, to all easements, encumbrances, and restrictions that exist at the time of the commencement of the term of this Facilities Lease, as defined in Section 2.02 hereof. The County hereby agrees and covenants during the term of this Facilities Lease that, except as hereinafter provided, it will use the Facilities for public and County purposes so as to afford the public the benefits contemplated by this Facilities Lease. SECTION 2.02. Term; Occupancy; and Release of Existing Facilities. The term of this Facilities Lease shall commence on the date of recordation of this Facilities Lease in the office of the County Recorder of Contra Costa County, State of California, or on [March 3], 2017, whichever is earlier, and shall end for the respective Facilities on the dates specified in Exhibit C hereto, unless such term is extended or sooner terminated as hereinafter provided. If on such dates, the Base Rental Payments and Additional Payments attributable to the related Facility and all other amounts then due hereunder with respect to such Facility, or any amount remains due and owing with respect to the Bonds or under the Continuing Covenant Agreement, shall not be fully paid, or if the rental payable hereunder with respect to such Facility shall have been abated at any time and for any reason, then the term of this Facilities Lease with respect to such Facility shall be extended until the Base Rental Payments and Additional Payments attributable to such Facility and all other amounts then due hereunder with respect to such Facility shall be fully paid, except that the term of this Facilities Lease as to the respective Facility shall in no event be extended beyond ten (10) years after the date identified with respect thereto. If prior to such date, all Base Rental Payments and all Additional Payments attributable to the related Facility and all other amounts then due hereunder with respect to such Facility, and all amounts due and owing with respect to the Bonds and under the Continuing Covenant Agreement, shall be fully paid, or provision therefor made, the term of this Facilities Lease with respect to such Facility shall end ten (10) days thereafter or upon written notice by the County to the Authority, whichever is earlier; [provided that with respect to any provision for payment being made whether by February 14, 2017 Contra Costa County Board of Supervisors 401 4828-6206-0864.4 5 defeasance or otherwise, this Facilities Lease shall remain outstanding for federal tax purposes until the actual payment in full of all principal and interest on the Bonds.] Upon the expiration of the term of this Facilities Lease with respect to a particular Facility pursuant to the preceding paragraph, the respective Facility shall be released from this Facilities Lease without compliance with the release requirements set forth in Section 2.03 [below; provided that no Facility shall be released from this Facilities Lease (i) if, after giving effect to the release of such Facility, a Default or Event of Default would occur hereunder, under the Trust Agreement or under the Continuing Covenant Agreement, (ii) unless the County has delivered a certificate to the Purchaser and the Trustee demonstrating that the fair rental value of the remaining Facilities for each Base Rental Period is at least equal to the maximum Lease Payments to be made under the Facilities Lease in each such Rental Payment Period, (iii) if any material litigation or environmental issues exist with respect to the remaining Facilities and (iv) if any event giving rise to an abatement of Base Rental Payments shall have occurred and be continuing.] SECTION 2.03. Substitution; Release; Addition of Property. The County and the Authority may add, substitute or release real property as part of the Facilities, but only after the County shall have filed with the Authority and the Trustee and the Purchaser all of the following: (a) Executed copies of the Facilities Lease or amendments thereto containing the amended description of the Facilities. (b) A Certificate of the County with copies of the Facilities Lease or the Site Lease, if needed, or amendments thereto containing the amended description of the Facilities stating that such documents have been duly recorded in the official records of the County Recorder of the County. (c) A Certificate of the County, supported by expert knowledge (which may be that of the Real Estate Manager of the County) or construction cost information evidencing that the fair market value or the insured value of the Facilities that will constitute the Facilities after such addition, substitution or release will be at least equal to the aggregate outstanding principal amount of the Base Rental Payments and the amount of any Additional Payments then determinable after such addition, substitution or release, and that the annual fair rental value of the Facilities after such addition, substitution or release will be at least equal to the maximum annual Base Rental Payments coming due and payable hereunder after such addition, substitution or release, and that the useful life of such Facilities will at least extend to the final Base Rental Payment date. (d) In connection with any addition or substitution of property, a leasehold owner’s title insurance policy or policies or a commitment for such policy or policies or an amendment or endorsement to an existing title insurance policy or policies subject only to Permitted Encumbrances resulting in title insurance with respect to the Facilities after such addition or substitution in an amount at least equal to the aggregate principal amount of Bonds Outstanding at the time of substitution or addition of Facilities. February 14, 2017 Contra Costa County Board of Supervisors 402 4828-6206-0864.4 6 (e) A Certificate of the County stating that (i) such addition, substitution or release does not adversely affect the County’s use and occupancy of the Facilities (as such term will be defined following the addition, substitution or release) and (ii) no Default or Event of Default has occurred and is continuing hereunder, under the Trust Agreement or under the Continuing Covenant Agreement. (f) In connection with any substitution or release of property, (i) a Certificate of the County stating that the substitution or release will not cause the County to violate its covenants, representations and warranties hereunder, under the Trust Agreement or the Continuing Covenant Agreement and (ii) the prior written consent of the Purchaser to such substitution or release of property and (iii) an appraisal or other written documentation prepared by a mutually agreeable third party that establishes that the fair market value of the property which remains subject to the Facilities Lease and the Site Lease following such substitution or release is at least equal to the aggregate outstanding principal amount of the Base Rental Payments and Additional Payments which are determinable, and the fair rental value of the Facilities which remains subject to this Facilities Lease and the Site Lease following such removal is at least equal to the Base Rental Payments and the amount of any Additional Payments then determinable thereafter coming due and payable under the Facilities Lease, (iv) no Default or Event of Default shall have occurred and be continuing hereunder, under the Trust Agreement or under the Continuing Covenant Agreement and (v) no event giving rise to an abatement of Base Rental Payments shall have occurred or be continuing with respect to this Facilities Lease or any Facility. (g) In connection with any substitution of property, a Certificate of the County stating that the Facility to be added is of approximately the same or greater degree of essentiality to the County as the Facility being replaced. (h) In connection with the addition of property, a Certificate of the County stating that the Facility to be added is an essential facility of the County. (i) An Opinion of Counsel stating that such amendment or modification of the Site Lease and the Facilities Lease and the substitution, release or addition of property (i) complies with the terms of the Constitution and laws of the State and of the Trust Agreement and this Facilities Lease; (ii) will, upon the execution and delivery thereof, be valid and binding upon the Authority and the County; and (iii) will not cause the interest on the Bonds to be included in gross income for federal income tax purposes. (j) The Purchaser shall have received environmental questionnaires, surveys and/or studies with respect to substitution or addition of property, and other documents that the Purchaser may reasonably require; provided, however, that if the environmental studies have recommended that remedial action be taken with respect to the substitute or additional property so that it will be in compliance with applicable environmental laws, the Authority, at the direction of the Purchaser, does not have an obligation or duty to accept the substitute or additional property until such time as the remedial action has been completed and the Purchaser has received assurances to its satisfaction that the substitute or additional property is in compliance with applicable environmental laws. February 14, 2017 Contra Costa County Board of Supervisors 403 4828-6206-0864.4 7 (k) The Purchaser shall have received confirmation that the substitute or additional property is not located in a 100 year flood area as shown on a Flood Insurance Rate Map published by the Federal Emergency Management Agency. ARTICLE III RENTAL PAYMENTS; USE OF PROCEEDS SECTION 3.01. Base Rental Payments. The County agrees to pay to the Authority, as Base Rental Payments for the use and occupancy of the Facilities (subject to the provisions of Sections 3.04, 3.06 and 7.01 of this Facilities Lease) annual rental payments with principal and interest components, the interest components being payable semi-annually, in accordance with the Base Rental Payment Schedule attached hereto as Exhibit B and made a part hereof. The County is hereby directed to pay all such Base Rental Payments directly to the Trustee for application as provided in the Trust Agreement. Base Rental Payments shall be calculated on an annual basis, for each Rental Payment Period, and each annual Base Rental shall be divided into two interest components, due on December 1 and June 1, and one principal component, due on June 1, except that the first Rental Payment Period commences on the date of recordation of this Facilities Lease and ends on May 31, 20[17]. Each Base Rental Payment installment shall be payable on the third Business Day immediately preceding its due date. The interest components of the Base Rental Payments shall be paid by the County as and constitute interest paid on the principal components of the Base Rental Payments to be paid by the County hereunder , computed on the basis of a 360-day year composed of twelve 30-day months. Each annual payment of Base Rental (to be payable in installments as aforesaid) shall be for the use of the Facilities. If the term of this Facilities Lease shall have been extended pursuant to Section 2.02 hereof, Base Rental Payment installments shall continue to be due on December 1 and June 1 in each year, and payable prior thereto as hereinabove described, continuing to and including the date of termination of this Facilities Lease. Upon such extension of this Facilities Lease, the Purchaser shall deliver to the Trustee and the County a Certificate satisfactory to the County setting forth the extended rental payment schedule, which schedule shall establish the principal and interest components of the Base Rental Payments so that the principal components will in the aggregate be sufficient to pay all unpaid principal components with interest components sufficient to pay all unpaid interest components plus interest. If at any time the Base Rental shall not have been paid by the County when due, for any reason whatsoever, and no other source of funds shall have been available to make the payments of principal and interest on the Bonds, the principal and interest components of the Base Rental shall be recalculated by the Purchaser in a manner satisfactory to the County to reflect interest on the unpaid Base Rental Payments at the Default Rate. Upon request by the Authority or the Trustee, a revised Exhibit B to this Facilities Lease in form and substance satisfactory to the County shall be prepared by the Purchaser and supplied to the Authority, the County and the Trustee reflecting such recalculation. SECTION 3.02. Additional Payments. The County shall also pay such amounts as shall be required by the Authority or the Purchaser, as applicable, for the payment of all costs February 14, 2017 Contra Costa County Board of Supervisors 404 4828-6206-0864.4 8 and expenses incurred by the Authority or the Purchaser in connection with the execution, performance or enforcement by the Authority or the County, as applicable, of this Facilities Lease, or any pledge of Base Rental payable hereunder, the Trust Agreement, the Continuing Covenant Agreement (to the extent not otherwise payable from Revenues), its interest in the Facilities and the lease of the Facilities to the County, including but not limited to payment of all fees, costs and expenses and all administrative costs of the Authority related to the Facilities, including, without limiting the generality of the foregoing, salaries and wages of employees, all expenses, compensation and indemnification of the Trustee payable by the Authority under the Trust Agreement, fees of auditors, accountants, attorneys or architects, and all other necessary administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Bonds or of the Trust Agreement and all obligations due and owing the Purchaser or any other Bondholder under the Continuing Covenant Agreement[; but not including any Additional Payments amounts required to pay the principal of or interest on the Bonds.] Such Additional Payments shall be billed to the County by the Authority, the Purchaser or such other applicable Bondholder or the Trustee from time to time, together, if applicable, with a statement certifying that the amount billed has been paid by the Authority or by the Trustee on behalf of the Authority, for one or more of the items above described, or that such amount is then payable by the County, the Authority or the Trustee for such items. Amounts so billed shall be paid by the County to the billing party within 30 days after receipt of the bill by the County. The County reserves the right to audit billings for Additional Payments although exercise of such right shall in no way affect the duty of the County to make full and timely payment for all Additional Payments. The Authority has issued and may in the future issue bonds and has entered into and may in the future enter into leases to finance capital improvements other than the Capital Project. The administrative costs of the Authority shall be allocated among the facilities subject to such other lease agreements and the Facilities, as hereinafter in this paragraph provided. The fees of the Trustee under the Trust Agreement, and any other expenses directly attributable to the Facilities shall be included in the Additional Payments payable hereunder. The fees of any trustee or paying agent under any indenture securing bonds of the Authority or any trust agreement other than the Trust Agreement, and any other expenses directly attributable to any facilities other than the Facilities, shall not be included in the administrative costs of the Facilities and shall not be paid from the Additional Payments payable hereunder. Any expenses of the Authority not directly attributable to any particular lease of the Authority shall be equitably allocated among all such leases, including this Facilities Lease, in accordance with sound accounting practice. In the event of any question or dispute as to such allocation, the written opinion of an independent firm of certified public accountants, employed by the Authority to consider the question and render an opinion thereon, shall be a final and conclusive determination as to such allocation. The Trustee may conclusively rely upon the Written Request of the Authority, with the approval of the County Administrator or the County Finance Director, or a duly authorized representative of the County, endorsed thereon, in making any determination that costs are payable as Additional Payments hereunder, and shall not be required to make any investigation as to whether or not the items so requested to be paid are expenses related to the lease of the Facilities. February 14, 2017 Contra Costa County Board of Supervisors 405 4828-6206-0864.4 9 [Other than the principal and interest on the Bonds payable from Base Rental Payments hereunder, the amounts payable to the Purchaser and the other Bondholders under the Continuing Covenant Agreement constitute Additional Payments under this Section 3.02 that the County shall pay to the Authority or the Trustee for payment to the Purchaser or to the Purchaser directly at the time and in the amounts due pursuant to the Continuing Covenant Agreement.] SECTION 3.03. Fair Rental Value. The payments of Base Rental Payments and Additional Payments for each Rental Payment Period during the term of this Facilities Lease shall constitute the total rental for said Rental Payment Period and shall be paid by the County in each Rental Payment Period for and in consideration of the right of use and occupancy of, and continued quiet use and enjoyment of, the Facilities during each such Rental Payment Period for which said rental is to be paid. The parties hereto have agreed and determined that such total rental payable for each Rental Payment Period does not exceed the fair rental value of the Facilities for each such period. In making such determination, consideration has been given to the value of the Facilities, costs of acquisition, design, construction and financing of the Facilities, other obligations of the parties under this Facilities Lease, the uses and purposes which may be served by the Facilities and the benefits therefrom which will accrue to the County and the general public. SECTION 3.04. Payment Provisions. Each installment of rental payable hereunder shall be paid in lawful money of the United States of America in immediately available funds to the Trustee or as otherwise designated by the Purchaser. Any such installment of Base Rental Payments or Additional Payments accruing hereunder which shall not be paid when due and payable under the terms of this Facilities Lease shall bear interest at the Default Rate or such lesser rate of interest as may be permitted by law, from the date when the same is due hereunder until the same shall be paid. Notwithstanding any dispute between the Authority and the County, the County shall make all Base Rental Payments and Additional Payments when due without deduction or offset of any kind and shall not withhold any Base Rental Payments or Additional Payments pending the final resolution of such dispute. In the event of a determination that the County was not liable for said Base Rental Payments and Additional Payments or any portion thereof, said payments or excess of payments, as the case may be, shall be credited against subsequent rental payments due hereunder or refunded at the time of such determination. Amounts required to be paid by the County to the Purchaser pursuant to this Section on any date shall be reduced to the extent that amounts on deposit in the Revenue Fund, the Interest Account or the Principal Account are available therefor. The interest component of Base Rental Payments shall initially be calculated based upon the Interest Rate and thereafter shall automatically and immediately be adjusted from time to time (and Exhibit B hereto shall be revised by the Purchaser or deemed to be revised to correspond with such adjustments) as follows: (i) from and after any Taxable Date, the interest component of Base Rental Payments shall automatically and immediately be increased to bear interest at the Taxable Rate (which interest component may be further increased to account for the Default Rate upon an Event of Default); and (ii) upon the occurrence of an Event of Default, the interest component of Base Rental Payments shall automatically and immediately be increased to February 14, 2017 Contra Costa County Board of Supervisors 406 4828-6206-0864.4 10 bear interest at equal the Default Rate (which interest component may be further increased to account for the Taxable Rate from and after any Taxable Date). If any rental payment date or other date specified herein for payment of any Base Rental Payment hereunder shall not be a Business Day, such payment may made on the next succeeding Business Day but interest shall continue to accrue on such amount until the payment in full of such amount. With respect to any adjustments to the interest component of Base Rental Payment provided for in this Section 3.04, the Purchaser may provide a revised Exhibit B to reflect the new interest component based on the adjustments to the applicable interest rate. Notwithstanding the foregoing, all increases to the interest component described in this Section 3.04 shall immediately and automatically become effective regardless of whether any such revision to Exhibit B is provided by the Purchaser. All payments received shall be applied first to the interest components of the Base Rental Payments due hereunder, then to the principal components of the Base Rental Payments due hereunder and thereafter to all Additional Payments due hereunder, but no such application of any payments which are less than the total rental due and owing shall be deemed a waiver of any default hereunder. Rental is subject to abatement as provided in Section 3.06. Nothing contained in this Facilities Lease shall prevent the County from making from time to time contributions or advances to the Authority for any purpose now or hereafter authorized by law, including the making of repairs to, or the restoration of, the Facilities in the event of damage to or the destruction of the Facilities. SECTION 3.05. Appropriations Covenant. The County covenants to take such action as may be necessary to include all such Base Rental Payments and Additional Payments due hereunder in its annual budgets, to make necessary annual appropriations for all such Base Rental Payments and Additional Payments as shall be required to provide funds in such year for such Base Rental Payments and Additional Payments. The County will deliver to the Authority, the Purchaser and the Trustee within sixty (60) days of adoption of the final County budget a Certificate of the County (in the form set forth in Exhibit E attached hereto) stating that the budget as adopted appropriates all moneys necessary for the payment of Base Rental Payments and Additional Payments hereunder. The covenants on the part of the County herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the County to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the County to carry out and perform the covenants and agreements in this Facilities Lease agreed to be carried out and performed by the County. The County covenants that in the event that any rentals paid by the County hereunder are insufficient to pay when due any Base Lease Rentals or Additional Rentals payable hereunder (including any amounts due under the Continuing Covenant Agreement), the County shall take February 14, 2017 Contra Costa County Board of Supervisors 407 4828-6206-0864.4 11 all actions as are necessary to budget and appropriate all such Base Rental Payments and Additional Payments (including amounts due under the Continuing Covenant Agreement) in a supplemental or amendatory budget, in order to make all necessary additional appropriations to pay all such amounts when due. The covenants on the part of the County herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the County to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the County to carry out and perform the covenants and agreements in this Facilities Lease agreed to be carried out and performed by the County The Authority and the County understand and intend that the obligation of the County to pay Base Rental Payments and Additional Payments hereunder shall constitute a current expense of the County and shall not in any way be construed to be a debt of the County in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by the County, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or moneys of the County. Base Rental Payments and Additional Payments due hereunder shall be payable only from current funds which are budgeted and appropriated or otherwise legally available for the purpose of paying Base Rental Payments and Additional Payments or other payments due hereunder as consideration for use of the Facilities. [This Facilities Lease shall not create an immediate indebtedness for any aggregate payments which may become due hereunder in the event that the term of the Facilities Lease is continued.] The County has not pledged the full faith and credit of the County, the State of California or any agency or department thereof to the payment of the Base Rental Payments and Additional Payments or any other payments due hereunder. SECTION 3.06. Rental Abatement. The Base Rental Payments and Additional Payments shall be abated during any period in which by reason of any damage or destruction (other than by condemnation which is hereinafter provided for) there is substantial interference with the use and occupancy of the Facilities by the County, to the extent the Base Rental Payments and Additional Payments exceed the fair rental value for the use and occupancy of that portion of the Facilities that has not been rendered unusable as reasonably determined by the County. Such abatement shall continue for the period commencing with such damage or destruction and ending with the substantial restoration of use or completion of the work of repair or reconstruction. In the event of any such damage or destruction, this Facilities Lease shall continue in full force and effect and the County waives any right to terminate this Facilities Lease by virtue of any such damage or destruction. Notwithstanding the foregoing, the Base Rental Payments are not subject to abatement to the extent that rental interruption insurance proceeds are available to pay Base Rental Payments which would otherwise be abated under this Section 3.06, it being hereby declared that such amounts constitute special funds for the payment of the Base Rental Payments. SECTION 3.07. Use of Proceeds. The parties hereto agree that the proceeds of the Bonds will be used to finance or refinance the Capital Projects, to refund the Refunded Bonds and to pay the costs of issuing the Bonds and incidental and related expenses. The County hereby agrees to construct the Capital Projects from the proceeds of the Bonds provided for such purpose to the County by the Authority in consideration for the February 14, 2017 Contra Costa County Board of Supervisors 408 4828-6206-0864.4 12 leasehold interest in the real property comprising the Facilities. The Authority and the County agree that the Capital Projects will be constructed in accordance with the plans and specifications prepared by the designers of the Capital Projects and approved by the County. The County may alter the 2017 Project or issue change orders altering the construction contract plans and specifications during the course of construction, and the Authority agrees to cooperate fully with the County to cause such alterations or change orders to be implemented. Failure of the County to complete the 2017 Project shall not cause an abatement of Base Rental or Additional Payments hereunder. SECTION 3.08. Net Proceeds. If any of the Facilities are taken in eminent domain proceedings at any time during the term of this Facilities Lease, or if any of the Facilities are damaged due to an insured casualty which is covered by insurance, the County shall as soon as practicable after such event, with the prior written consent of the Purchaser, apply the Net Proceeds resulting therefrom to one of the following: (a) repair and restore such Facilities to full use in accordance with the provisions of the Trust Agreement; (b) replace such Facilities, [at the County’s sole cost and expense,] with property of equal or greater value to such Facilities immediately prior to the time of such destruction or damage, such replacement Facilities to be subject to Section 2.03 hereof, whereupon such replacement shall be substituted in this Facilities Lease; (c) substitute additional property as provided in Section 2.03; or (d) prepay the Base Rental Payments and as Additional Rental any amounts due and owing under the Continuing Covenant Agreement, including without limitation, any Breakage Fee under and as defined in the Continuing Covenant Agreement in accordance with Section 7.02. The County will notify the Authority and the Purchaser of which course of action it has elected to take within a reasonable time not to exceed 60 days after the occurrence of such eminent domain proceedings or such destruction or damage. Such repair, replacement, substitution or prepayment shall commence not later than 60 days after the occurrence of such taking, destruction or damage and be pursued diligently to completion. The Authority may (but is not required to) in its own name or in the County’s name execute and deliver proofs of claim, receive all such moneys, endorse checks and other instruments representing payment of such moneys, and adjust, litigate, compromise or release any claim against the issuer of any such policy, and the County hereby grants to the Authority a power of attorney coupled with an interest to accomplish all or any of the foregoing. Notwithstanding anything in this Section 3.08 to the contrary, the Purchaser shall grant its consent to the repair and restoration or replacement of the Facilities to full use if the County shall demonstrate to the reasonable satisfaction of the Purchaser that the Net Proceeds, together with any other lawfully available funds of the County to be used for such repair and restoration, are sufficient to pay for the costs of such repair and restoration in full. February 14, 2017 Contra Costa County Board of Supervisors 409 4828-6206-0864.4 13 ARTICLE IV MAINTENANCE; ALTERATIONS AND ADDITIONS SECTION 4.01. Maintenance and Utilities. During such time as the County is in possession of the Facilities, all maintenance and repair, both ordinary and extraordinary, of the Facilities shall be the responsibility of the County, which shall at all times maintain or otherwise arrange for the maintenance of the Facilities in first class condition, and the County shall pay for or otherwise arrange for the payment of all utility services supplied to the Facilities, which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, ventilation, air conditioning, water and all other utility services, and shall pay for or otherwise arrange for payment of the cost of the repair and replacement of the Facilities resulting from ordinary wear and tear or want of care on the part of the County or any assignee or sublessee thereof or any other cause and shall pay for or otherwise arrange for the payment of all insurance policies required to be maintained with respect to the Facilities. In exchange for the rental herein provided, the Authority agrees to provide only the Facilities. SECTION 4.02. Changes to the Facilities. Subject to Section 8.02 hereof, the County shall, at its own expense, have the right to remodel the Facilities or to make additions, modifications and improvements to the Facilities. All such additions, modifications and improvements shall thereafter comprise part of the Facilities and be subject to the provisions of this Facilities Lease. Such additions, modifications and improvements shall not in any way damage the Facilities or cause them to be used for purposes other than those authorized under the provisions of state and federal law; and the Facilities, upon completion of any additions, modifications and improvements made pursuant to this Section, shall be of a value which is at least equal to the value of the Facilities immediately prior to the making of such additions, modifications and improvements and the fair rental value of the Facilities in the then current and all succeeding Rental Payment Periods will not be less than Base Rental Payments and Additional Payments due in any such Rental Payment Period. SECTION 4.03. Installation of County’s Equipment. The County and any sublessee may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed other items of equipment or other personal property in or upon the Facilities. All such items shall remain the sole property of such party, in which neither the Authority nor the Trustee shall have any interest, and may be modified or removed by such party at any time provided that such party shall repair and restore any and all damage to the Facilities resulting from the installation, modification or removal of any such items. Nothing in this Facilities Lease shall prevent the County from purchasing items to be installed pursuant to this Section under a conditional sale or lease purchase contract, or subject to a vendor’s lien or security agreement as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Facilities. February 14, 2017 Contra Costa County Board of Supervisors 410 4828-6206-0864.4 14 ARTICLE V INSURANCE SECTION 5.01. Fire and Extended Coverage Insurance. The County shall procure or cause to be procured and maintain or cause to be maintained, throughout the term of this Facilities Lease, insurance against loss or damage to any structures constituting any part of the Facilities by fire and lightning, with extended coverage insurance, vandalism and malicious mischief insurance and sprinkler system leakage insurance and earthquake insurance, if available on the open market from reputable insurance companies at a reasonable cost. Said extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, flood, riot and riot attending a strike, aircraft, vehicle damage, hail, smoke and such other hazards as are normally covered by such insurance, including earthquake coverage if such coverage is available at commercially reasonable cost from a reputable insurer in the reasonable determination of the County. Such insurance shall be in an amount equal to the replacement cost (without deduction for depreciation) of all structures constituting any part of the Facilities, excluding the cost of excavations, of grading and filling, and of the land (except that such insurance may be subject to deductible clauses for any one loss of not to exceed $250,000 or comparable amount adjusted for inflation or more in the case of earthquake insurance), or, in the alternative, shall be in an amount and in a form sufficient (together with moneys held under the Trust Agreement), in the event of total or partial loss, to enable the County to prepay all or any part of the Base Rental Payments then unpaid, pursuant to Section 7.02 hereof and to redeem outstanding Bonds. If at any time and for so long as any part of the Facilities is located in a 100 year flood area as shown on a Flood Insurance Rate Map published by the Federal Emergency Management Agency, the policy or policies of casualty insurance provided under this Section 5.01 shall include insurance against loss or damage to the Facilities due to flooding. If the County obtains an exception or waiver from Federal Emergency Management Agency to the designation of the Facilities as being within a 100 year flood area, the County shall not be required to provide such flood insurance. The Authority and the County shall promptly apply for Federal disaster aid or State of California disaster aid in the event that the Facilities are damaged or destroyed as a result of an earthquake occurring at any time. As an alternative to providing the insurance required by the first paragraph of this Section, or any portion thereof, the County, may provide a self insurance method or plan of protection if and to the extent such self insurance method or plan of protection shall afford reasonable coverage for the risks required to be insured against, in light of all circumstances, giving consideration to cost, availability and similar plans or methods of protection adopted by public entities in the State of California other than the County. So long as such method or plan is being provided to satisfy the requirements of this Facilities Lease, The County shall provide the Purchaser, the Authority and the Trustee with a Certificate of the County setting forth the details of such self insurance method or plan maintained by the County and such self insurance method or plan shall comply with the following terms: February 14, 2017 Contra Costa County Board of Supervisors 411 4828-6206-0864.4 15 (i) the self insurance program shall be approved by an Insurance Consultant or other qualified person (which may be the Risk Manager of the County); (ii) the self insurance program shall include an actuarially sound claims reserve fund out of which each self insured claim and any deductible amount required under any insurance policy provided pursuant to this Section 5.01 shall be paid; (iii) there shall be filed annually with the Trustee, the Authority and the Purchaser a statement of an actuary, insurance consultantthe Insurance Consultant or other qualified person (which may be the Risk Manager of the County), stating that, in the opinion of the signer, the substitute method or plan of protection is in accordance with the requirements of this Section and, when effective, would afford, the reserving methods and practices employed in establishing and maintaining the substitute method or plan are appropriate, and the substitute method or plan affords reasonable coverage for the risks required to be insured against. There; (iv) the claims reserve fund shall also be filed a Certificate of the County setting forth the details of such substitute method or plan. Inbe held in a separate fund by the County; (v) in the event of loss covered by any such self insurance method, the liability of the County hereunder shall be limited to the amounts in the self insurance reserve fund or funds created under such method the self insurance program shall be discontinued, then the County may not maintain deductibles in excess of the amounts described above.. SECTION 5.02. Liability Insurance. Except as hereinafter provided, the County shall procure or cause to be procured and maintain or cause to be maintained, throughout the term of this Facilities Lease, a standard comprehensive general liability insurance policy or policies in protection of the Authority and its members, directors, officers, agents and employees and the Trustee, indemnifying said parties against all direct or contingent loss or liability for damages for personal injury, death or property damage occasioned by reason of the operation of the Facilities, with minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in each accident or event, and in a minimum amount of $200,000 for damage to property resulting from each accident or event. Such public liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance carried by the County. As an alternative to providing the insurance required by the first paragraph of this Section, or any portion thereof, the County may provide a self insurance method or plan of protection if and to the extent such self insurance method or plan of protection shall afford reasonable protection to the Authority, its members, directors, officers, agents and employees and the Trustee, in light of all circumstances, giving consideration to cost, availability and similar plans or methods of protection adopted by public entities in the State of California other than the County. So long as such method or plan is being provided to satisfy the requirements of this Facilities Lease, The County shall provide the Purchaser, the Authority and the Trustee with a Certificate of the County setting forth the details of such self insurance method or plan maintained by the County and such self insurance method or plan shall comply with the following terms: February 14, 2017 Contra Costa County Board of Supervisors 412 4828-6206-0864.4 16 (i) the self insurance program shall be approved by an Insurance Consultant or other qualified person (which may be the Risk Manager of the County); (ii) the self insurance program shall include an actuarially sound claims reserve fund out of which each self insured claim and any deductible amount required under any insurance policy provided pursuant to this Section 5.02 shall be paid; (iii) there shall be filed annually with the Trustee, the Authority and the Purchaser a statement of an actuary, independent insurance consultant the Insurance Consultant or other qualified person (which may be the Risk Manager of the County), stating that, in the opinion of the signer, the substitute method or plan of protection is in accordance with the requirements of this Section and, when effective, would afford reasonable protection to the Authority, its members, directors, officers, agents and employees and the Trustee against loss and damage from the hazards and risks covered thereby. There shall also be filed a Certificate of the County setting forth the details of such, the reserving methods and practices employed in establishing and maintaining the substitute method or plan. are appropriate, and the substitute method or plan affords reasonable coverage for the risks required to be insured against; (iv) the claims reserve fund shall be held in a separate fund by the County; (v) in the event the self insurance program shall be discontinued, then the County may not maintain deductibles in excess of the amounts described above.. SECTION 5.03. Rental Interruption or Use and Occupancy Insurance. The County shall procure or cause to be procured and maintain or cause to be maintained, rental interruption or use and occupancy insurance to cover loss, total or partial, of the rental income from or the use of the Facilities as the result of any of the hazards covered by the insurance required by Section 5.01 hereof (provided with respect to earthquake insurance, only if available on the open market from reputable insurance companies at a reasonable cost, as determined by the County), in an amount at least equal to the maximum Base Rental Payments coming due and payable during any future 24 month period (determined by the County), except that such insurance may be subject to a deductible clause of not to exceed two hundred and fifty thousand dollars ($250,000) or a comparable amount adjusted for inflation (or more in the case of earthquake coverage), and with the additional exception that with respect to coverage for terrorism related loss, the period may be only one year, provided that the County use its best efforts to obtain such coverage for a period of at least two years assuming it is available on the open market from reputable insurance companies at a reasonable cost, as determined by the County. Any proceeds of such insurance shall be used by the Trustee to reimburse to the County any rental theretofore paid by the County under this Facilities Lease attributable to such structure for a period of time during which the payment of rental under this Facilities Lease is abated, and any proceeds of such insurance not so used shall be applied as provided in Section 3.01 (to the extent required for the payment of Base Rental) and in Section 3.02 (to the extent required for the payment of Additional Payments) and any remainder shall be treated as Revenue under the Trust Agreement. The County shall not be entitled to self-insure for rental interruption insurance. SECTION 5.04. Worker’s Compensation. The County shall also maintain worker’s compensation insurance issued by a responsible carrier authorized under the laws of the State of February 14, 2017 Contra Costa County Board of Supervisors 413 4828-6206-0864.4 17 California to insure its employees against liability for compensation under the Worker’s Compensation Insurance and Safety Act now in force in California, or any act hereafter enacted as an amendment or supplement thereto. As an alternative, such insurance may be maintained as part of or in conjunction with any other insurance carried by the County. Such insurance may be maintained by the County in the form of self-insurance. SECTION 5.05. Title Insurance. The County shall obtain, for the benefit of the Authority, upon the execution and delivery of this Facilities Lease, title insurance on the Facilities insuring (a) the fee interest of the County in Facilities, (b) the Authority’s leasehold estate in the Facilities under the Site Lease and (c) the County’s sub-leasehold estate hereunder in the Leased Property, naming the Trustee as the insured, with such endorsements as reasonably required by the Purchaser, in an amount equal to the aggregate principal amount of the Bonds, issued by a company of recognized standing duly authorized to issue the same, subject only to Permitted Encumbrances. SECTION 5.06. Insurance Proceeds; Form of Policies. All policies of insurance required by Sections 5.01 and 5.03 hereof shall name the County, the Authority, the Purchaser and the Trustee each as insured and shall contain a lender’s loss payable endorsement in favor of the Trustee and the Purchaser substantially in accordance with the form approved by the Insurance Services Office and the California Bankers Association. The Trustee shall, to the extent practicable, collect, adjust and receive all moneys which may become due and payable under any such policies, may compromise any and all claims thereunder and shall apply the proceeds of such insurance as provided in Sections 5.01 and 5.03. All policies of insurance required by this Facilities Lease shall provide that the Trustee and the Purchaser shall be given thirty (30) days notice of each expiration thereof or any intended cancellation thereof or reduction of the coverage provided thereby. The Trustee shall not be responsible for the sufficiency of any insurance herein required and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the County. The County shall pay when due the premiums for all insurance policies required by this Facilities Lease. SECTION 5.07. Annual Certificates. The County will deliver to the Authority, the Purchaser and the Trustee on or before September 15 in each year a written Certificate of an officer of the County (in the form set forth in Exhibit F attached hereto) stating whether such policies satisfy the requirements of this Facilities Lease, setting forth the insurance policies then in force pursuant to this Article, the names of the insurers which have issued the policies, the amounts thereof and the property and risks covered thereby, and, if any self-insurance program is being provided, the annual report of an actuary, independent insurance consultant or other qualified person containing the information required for such self-insurance program and described in Sections 5.01, 5.02 and 5.04. Delivery to the Trustee of the certificate under the provisions of this Section shall not confer responsibility upon the Trustee as to the sufficiency of coverage or amounts of such policies. If so requested in writing by the Trustee, the County shall also deliver to the Trustee certificates or duplicate originals or certified copies of each insurance policy described in such schedule. February 14, 2017 Contra Costa County Board of Supervisors 414 4828-6206-0864.4 18 Any policies of insurance provided by a commercial insurer to satisfy the requirements of Sections 5.01, 5.02 or 5.03 hereof shall be provided by a commercial insurer rated in one of the two highest rating categories by S&P and by Moody’s. ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. Defaults and Remedies. (a) If the County shall fail (i) to pay any Base Rental Payment or Additional Payments payable hereunder when the same becomes due, time being expressly declared to be of the essence of this Facilities Lease or fail to maintain any insurance specified in Article V or (ii) keep, observe or perform any other term, covenant or condition contained herein to be kept or performed by the County for a period of sixty (60) days after notice of the same has been given to the County by the Authority, the Purchaser or the Trustee or for such additional time as is reasonably required, in the sole discretion of the Authority, with the prior written approval of the Purchaser to correct the same, or upon the happening of any of the events specified in subsection (b) of this Section (any such case above being an “Event of Default”), the County shall be deemed to be in default hereunder and it shall be lawful for the Authority to exercise any and all remedies available pursuant to law or granted pursuant to this Facilities Lease. Upon any such default, the Authority or its assignee, with the written consent of the Purchaser, in addition to all other rights and remedies it may have at law, shall have the option to do any of the following: (1) To terminate this Facilities Lease in the manner hereinafter provided on account of default by the County, notwithstanding any re-entry or re-letting of the Facilities as hereinafter provided for in subparagraph (2) hereof, and to re-enter the Facilities and remove all persons in possession thereof and all personal property whatsoever situated upon the Facilities and place such personal property in storage in any warehouse or other suitable place located within the County of Contra Costa, California, at the expense of the County. In the event of such termination, the County agrees to surrender immediately possession of the Facilities, without let or hindrance, and to pay the Authority all damages recoverable at law that the Authority may incur by reason of default by the County, including, without limitation, any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon the Facilities and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. Neither notice to pay rent or to deliver up possession of the Facilities given pursuant to law nor any entry or re-entry by the Authority nor any proceeding in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Facilities nor the appointment of a receiver upon initiative of the Authority to protect the Authority’s interest under this Facilities Lease shall of itself operate to terminate this Facilities Lease, and no termination of this Facilities Lease on account of default by the County shall be or become effective by operation of law or acts of the parties hereto, or otherwise, unless and until the Authority shall have given written notice to the County of the election on the part of the Authority to terminate this Facilities Lease. The County covenants and agrees that no surrender of the Facilities or of the remainder of the term hereof or any termination of this Facilities Lease shall be valid in February 14, 2017 Contra Costa County Board of Supervisors 415 4828-6206-0864.4 19 any manner or for any purpose whatsoever unless stated or accepted by the Authority by such written notice. (2) Without terminating this Facilities Lease, (i) to collect each installment of rent as it becomes due and enforce any other terms or provision hereof to be kept or performed by the County, regardless of whether or not the County has abandoned the Facilities, or (ii) to exercise any and all rights of entry and re-entry upon the Facilities. In the event the Authority does not elect to terminate this Facilities Lease in the manner provided for in subparagraph (1) hereof, the County shall remain liable and agrees to keep or perform all covenants and conditions herein contained to be kept or performed by the County and, if the Facilities are not re-let, to pay the full amount of the rent to the end of the term of this Facilities Lease or, in the event that the Facilities are re- let, to pay any deficiency in rent that results therefrom; and further agrees to pay said rent and/or rent deficiency punctually at the same time and in the same manner as hereinabove provided for the payment of rent hereunder (without acceleration), notwithstanding the fact that the Authority may have received in previous years or may receive thereafter in subsequent years rental in excess of the rental herein specified, and notwithstanding any entry or re-entry by the Authority or suit in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such entry or re-entry or obtaining possession of the Facilities. Should the Authority elect to enter or re-enter as herein provided, the County hereby irrevocably appoints the Authority as the agent and attorney-in-fact of the County to re-let the Facilities, or any part thereof, from time to time, either in the Authority’s name or otherwise, upon such terms and conditions and for such use and period as the Authority may deem advisable, and to remove all persons in possession thereof and all personal property whatsoever situated upon the Facilities and to place such personal property in storage in any warehouse or other suitable place located in the County of Contra Costa, California, for, to the extent permitted by law, the account of and at the expense of the County, and the County, to the extent permitted by law, hereby exempts and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon and re-letting of the Facilities and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. The County agrees that the terms of this Facilities Lease constitute full and sufficient notice of the right of the Authority to re-let the Facilities and to do all other acts to maintain or preserve the Facilities as the Authority deems necessary or desirable in the event of such re-entry without effecting a surrender of this Facilities Lease, and further agrees that no acts of the Authority in effecting such re-letting shall constitute a surrender or termination of this Facilities Lease irrespective of the use or the term for which such re- letting is made or the terms and conditions of such re-letting, or otherwise, but that, on the contrary, in the event of such default by the County the right to terminate this Facilities Lease shall vest in the Authority to be effected in the sole and exclusive manner provided for in sub-paragraph (1) hereof The County further waives the right to any rental obtained by the Authority in excess of the rental herein specified and hereby conveys and releases such excess to the Authority as compensation to the Authority for its services in re-letting the Facilities or any part thereof The County further agrees, to the extent permitted by law, to pay the Authority the reasonable cost of any alterations or additions to the Facilities necessary to place the Facilities in condition for re-letting February 14, 2017 Contra Costa County Board of Supervisors 416 4828-6206-0864.4 20 immediately upon notice to the County of the completion and installation of such additions or alterations. The County hereby waives any and all claims for damages caused or which may be caused by the Authority in re-entering and taking possession of the Facilities as herein provided and all claims for damages that may result from the destruction of or injury to the Facilities and all claims for damages to or loss of any property belonging to the County, or any other person, that may be in or upon the Facilities. (b) If (1) the County’s interest in this Facilities Lease or any part thereof be assigned or transferred, either voluntarily or by operation of law or otherwise, without the written consent of the Authority, as hereinafter provided for, or (2) the County or any assignee shall file any petition or institute any proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby the County asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of the County’s debts or obligations, or offers to the County’s creditors to effect a composition or extension of time to pay the County’s debts or asks, seeks or prays for reorganization or to effect a plan of reorganization, or for a readjustment of the County’s debts, or for any other similar relief, or if any such petition or any such proceedings of the same or similar kind or character be filed or be instituted or taken against the County, or if a receiver of the business or of the property or assets of the County shall be appointed by any court, except a receiver appointed at the instance or request of the Authority, or if the County shall make a general or any assignment for the benefit of the County’s creditors, or (3) the County shall abandon or vacate the Facilities, (4) any representation or warranty made by the County herein proves to have been false, incorrect, misleading or breached in any material respect on the date when made, or (5) the County shall receive notice from the Purchaser that an “Event of Default” has occurred under the Continuing Covenant Agreement, then the County shall be deemed to be in default hereunder. (c) The Authority shall in no event be in default in the performance of any of its obligations hereunder or imposed by any statute or rule of law unless and until the Authority shall have failed to perform such obligations within sixty (60) days or such additional time as is reasonably required to correct any such default after notice by the County to the Authority properly specifying wherein the Authority has failed to perform any such obligation. In the event of default by the Authority, the County shall be entitled to pursue any remedy provided by law. (d) In addition to the other remedies set forth in this Section, upon the occurrence of an Event of Default, the Authority or its assignee, with the written consent of the Purchaser, shall be entitled to proceed to protect and enforce the rights vested in the Authority by this Facilities Lease or by law. The provisions of this Facilities Lease and the duties of the County and of its trustees, officers or employees shall be enforceable by the Authority or its assignee by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Without limiting the generality of the foregoing, the Authority or its assignee, with the written consent of the Purchaser, shall have the right to bring the following actions: February 14, 2017 Contra Costa County Board of Supervisors 417 4828-6206-0864.4 21 (1) Accounting. By action or suit in equity to require the County and its trustees, officers and employees and its assigns to account as the trustee of an express trust. (2) Injunction. By action or suit in equity to enjoin any acts or things which may be unlawful or in violation of the rights of the Authority. (3) Mandamus. By mandamus or other suit, action or proceeding at law or in equity to enforce the Authority’s rights against the County (and its board, officers and employees) and to compel the County to perform and carry out its duties and obligations under the law and its covenants and agreements with the County as provided herein. (4) Acceleration. To declare the Bonds due and payable and apply available funds in accordance with Section. 7.02 of the Trust Agreement. The exercise of any rights or remedies under this Facilities Lease shall not permit acceleration of Base Rental Payments. Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative and the single or partial exercise of any right, power or privilege hereunder shall not impair the right of the Authority to other or further exercise thereof or the exercise of any or all other rights, powers or privileges. The term “re-let” or “re-letting” as used in this Section shall include, but not be limited to, re-letting by means of the operation by the Authority of the Facilities. If any statute or rule of law validly shall limit the remedies given to the Authority hereunder, the Authority nevertheless shall be entitled to whatever remedies are allowable under any statute or rule of law. In the event the Authority or its assignee shall prevail in any action brought to enforce any of the terms and provisions of this Facilities Lease, the County agrees to pay a reasonable amount as and for attorney’s fees incurred by the Authority or its assignee in attempting to enforce any of the remedies available to the Authority hereunder, whether or not a lawsuit has been filed and whether or not any lawsuit culminates in a judgment. Notwithstanding anything herein to the contrary, the termination of this Facilities Lease by the Authority on account of a default by the County under this Section shall not effect or result in a termination of the lease of the Facilities by the County to the Authority pursuant to the Site Lease. SECTION 6.02. Waiver. Failure of the Authority or its assignee to take advantage of any default on the part of the County shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this instrument be construed to waive or to lessen the right of the Authority or its assignee to insist upon performance by the County of any term, covenant or condition hereof, or to exercise any rights given the Authority on account of such default. A waiver of a particular default shall not be deemed to be a waiver of the same or any subsequent default. The acceptance of rent hereunder shall not be, or be construed to be, a waiver of any term, covenant or condition of this Facilities Lease. February 14, 2017 Contra Costa County Board of Supervisors 418 4828-6206-0864.4 22 ARTICLE VII EMINENT DOMAIN; PREPAYMENT SECTION 7.01. Eminent Domain. If the whole of the Facilities or so much thereof as to render the remainder unusable for the purposes for which it was used by the County shall be taken under the power of eminent domain, the term of this Facilities Lease shall cease as of the day that possession shall be so taken. If less than the whole of the Facilities shall be taken under the power of eminent domain and the remainder is usable for the purposes for which it was used by the County at the time of such taking, then this Facilities Lease shall continue in full force and effect as to such remainder, and the parties waive the benefits of any law to the contrary, and in such event there shall be a partial abatement of the rental due hereunder in an amount equivalent to the amount by which the annual payments of principal and interest on the Outstanding Bonds will be reduced by the application of the award in eminent domain to the redemption of outstanding Bonds. So long as any of the Bonds shall be outstanding, any award made in eminent domain proceedings for taking the Facilities or any portion thereof shall be paid to the Trustee and applied to the prepayment of the Base Rental Payments as provided in Section 7.02 and to the payment of any amounts owing under the Continuing Covenant Agreement and any Additional Payments. Any such award made after all of the Base Rental Payments and Additional Payments and payment of any amounts owing under the Continuing Covenant Agreement have been fully paid, or provision therefor made, shall be paid to the to the County. SECTION 7.02. Prepayment. (a) The County shall prepay on any date from insurance (including proceeds of title insurance) and eminent domain proceeds, to the extent provided in Sections 3.08 and 7.01 hereof (provided, however, that in the event of partial damage to or destruction of the Facilities caused by perils covered by insurance, if in the judgment of the Authority and the Purchaser the insurance proceeds are sufficient to repair, reconstruct or replace the damaged or destroyed portion of the Facilities, such proceeds shall be held by the Trustee and used to repair, reconstruct or replace the damaged or destroyed portion of the Facilities, pursuant to the procedure set forth in Section 3.08 for proceeds of insurance), all or any part of Base Rental Payments then unpaid so that the aggregate annual amounts of Base Rental Payments which shall be payable after such prepayment date shall be as nearly proportional as practicable to the aggregate annual amounts of Base Rental Payments unpaid prior to the prepayment date (taking into account the reduction in Base Rental allocable to future interest on the Bonds that are redeemed), at a prepayment amount equal to the redemption payment of the maximum amount of Bonds, including the principal thereof and the interest thereon to the date of redemption, plus any applicable premium redeemable from such proceeds owing pursuant to the Trust Agreement or the Continuing Covenant Agreement, including without limitation, any Breakage Fee under and as defined in the Continuing Covenant Agreement. (b) The County may prepay, from any source of available funds, all or any portion of Base Rental Payments by depositing with the Trustee moneys or securities as provided in Article X of the Trust Agreement sufficient to defease Bonds corresponding to such Base Rental Payments when due; provided that the County furnishes the Trustee with an Opinion of Counsel that such deposit will not cause interest on the Bonds to be includable in gross income for federal income tax purposes. The County agrees that if following such prepayment the Facilities are damaged or destroyed or taken by eminent domain, it is not entitled to, and by such February 14, 2017 Contra Costa County Board of Supervisors 419 4828-6206-0864.4 23 prepayment waives the right of, abatement of such prepaid Base Rental Payments and shall not be entitled to any reimbursement of such Base Rental Payments. (c) Before making any prepayment pursuant to this article, the County shall, within five (5) days following the event creating such right or obligation to prepay, give written notice to the Authority, the Purchaser and the Trustee describing such event and specifying the date on which the prepayment will be made, which date shall be not less than forty-five (45) days from the date such notice is given. (d) When (1) there shall have been deposited with the Trustee at or prior to the due dates of the Base Rental Payments or date when the County may exercise its option to purchase the Facilities or any portion or item thereof, in trust for the benefit of the Owners of the Bonds and irrevocably appropriated and set aside to the payment of the Base Rental Payments or option price, sufficient moneys and Permitted Investments described in subsection (1) of the definition thereof in the Trust Agreement, not redeemable prior to maturity, the principal of and interest on which when due will provide money sufficient to pay all principal, premium, if any, and interest on the Bonds to the due date of the Bonds or date when the County may exercise its option to purchase the Facilities, as the case may be; (2) all requirements of Section 10.01 of the Trust Agreement have been satisfied; and (3) an agreement shall have been entered into with the Trustee for the payment of its fees and expenses so long as any of the Bonds shall remain unpaid, then and in that event the right, title and interest of the Authority herein and the obligations of the County hereunder shall thereupon cease, terminate, become void and be completely discharged and satisfied (except for the right of the Authority and the obligation of the County to have such moneys and such Permitted Investments applied to the payment of the Base Rental Payments or option price) and the Authority’s interest in and title to the Facilities or applicable portion or item thereof shall be transferred and conveyed to the County. In such event, the Authority shall cause an accounting for such period or periods as may be requested by the County to be prepared and filed with the Authority and evidence such discharge and satisfaction, and the Authority shall pay over to the County as an overpayment of Base Rental Payments all such moneys or Permitted Investments held by it pursuant hereto other than such moneys and such Permitted Investments as are required for the payment or prepayment of the Base Rental Payments or the option price and the fees and expenses of the Trustee, which moneys and Permitted Investments shall continue to be held by the Trustee in trust for the payment of Base Rental Payments or the option price and the fees and expenses of the Trustee, and shall be applied by the Authority to the payment of the Base Rental Payments or the option price and the fees and expenses of the Trustee. SECTION 7.03. Option to Purchase; Sale of Personal Property. The County shall have the option to purchase the Authority’s interest in any part of Facilities upon payment of an option price consisting of moneys or securities of the category specified in clause (1) of the definition of the term Permitted Investments contained in Section 1.01 of the Trust Agreement (not callable by the issuer thereof prior to maturity) in an amount sufficient (together with the increment, earnings and interest on such securities) to provide funds to pay the aggregate amount for the entire remaining term of this Facilities Lease of the part of the total rent hereunder attributable to such part of the Facilities (determined by reference to the proportion which the cost of such part of the Facilities bears to the cost of all of the Facilities). Any such payment shall be made to the Trustee and shall be treated as rental payments and shall be applied by the Trustee to pay the February 14, 2017 Contra Costa County Board of Supervisors 420 4828-6206-0864.4 24 principal of the Bonds and interest on the Bonds and to redeem Bonds if such Bonds are subject to redemption pursuant to the terms of the Trust Agreement. Upon the making of such payment to the Trustee and the satisfaction of all requirements set forth in Section 10.01 of the Trust Agreement, (a) the Base Rental thereafter payable under this Facilities Lease shall be reduced by the amount thereof attributable to such part of the Facilities and theretofore paid pursuant to this Section, (b) Section 3.06 and this Section of this Facilities Lease shall not thereafter be applicable to such part of the Facilities, (c) the insurance required by Sections 5.01, 5.02 and 5.03 of this Facilities Lease need not be maintained as to such part of the Facilities, and (d) title to such part of the Facilities shall vest in the County and the term of this Facilities Lease shall end as to such Facilities. The County, in its discretion, may request the Authority to sell or exchange any personal property which may at any time constitute a part of the Facilities, and to release said personal property from this Facilities Lease, if (a) in the opinion of the County the property so sold or exchanged is no longer required or useful in connection with the operation of the Facilities, (b) the consideration to be received from the property is of a value substantially equal to the value of the property to be released, and (c) if the value of any such property shall, in the opinion of the Authority, exceed the amount of $100,000, the Authority shall have been furnished a certificate of an independent engineer or other qualified independent professional consultant (satisfactory to the Authority) certifying the value thereof and further certifying that such property is no longer required or useful in connection with the operation of the Facilities. In the event of any such sale, the full amount of the money or consideration received for the personal property so sold and released shall be paid to the Authority. Any money so paid to the Authority may, so long as the County is not in default under any of the provisions of this Facilities Lease, be used upon the Written Request of the County to purchase personal property, which property shall become a part of the Facilities leased hereunder. The Authority may require such opinions, certificates and other documents as it may deem necessary before permitting any sale or exchange of personal property subject to this Facilities Lease or before releasing for the purchase of new personal property money received by it for personal property so sold. ARTICLE VIII COVENANTS SECTION 8.01. Right of Entry. The Authority and its assignees shall have the right to enter upon and to examine and inspect the Facilities during reasonable business hours (and in emergencies at all times) (a) to inspect the same, (b) for any purpose connected with the Authority’s or the County’s rights or obligations under this Facilities Lease, and (c) for all other lawful purposes. SECTION 8.02. Liens. [Neither the County nor the Authority shall, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to any portion of the Facilities, other than the respective rights of the Authority and the Purchaser as provided herein and Permitted Encumbrances.] In the event the County shall at any time during the term of this Facilities Lease cause any changes, alterations, additions, improvements, or other work to be done or performed or materials to be supplied, in or upon the Facilities, the County shall pay, when due, all sums of money that may February 14, 2017 Contra Costa County Board of Supervisors 421 4828-6206-0864.4 25 become due for, or purporting to be for, any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the County in, upon or about the Facilities and shall keep the Facilities free of any and all mechanics’ or materialmen’s liens or other liens against the Facilities or the Authority’s interest therein. In the event any such lien attaches to or is filed against the Facilities or the Authority’s interest therein, the County shall cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that if the County desires to contest any such lien it may do so in good faith. If any such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the County shall forthwith pay and discharge said judgment. The County agrees to and shall, to the maximum extent permitted by law, indemnify and hold the Authority and the Trustee and the Purchaser and their respective members, directors, agents, successors and assigns, harmless from and against, and defend each of them against, any claim, demand, loss, damage, liability or expense (including attorney’s fees) as a result of any such lien or claim of lien against the Facilities or the Authority’s interest therein. SECTION 8.03. Quiet Enjoyment. The parties hereto mutually covenant that the County, by keeping and performing the covenants and agreements herein contained and not in default hereunder, shall at all times during the term of this Facilities Lease peaceably and quietly have, hold and enjoy the Facilities without suit, trouble or hindrance from the Authority. SECTION 8.04. Authority Not Liable. The Authority and its members, directors, officers, agents and employees shall not be liable to the County or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Facilities. The County, to the extent permitted by law, shall indemnify and hold the Authority and any assignees and their respective members, directors, officers, agents and employees, harmless from, and defend each of them against, any and all claims, liens and judgments arising from the operation of the Facilities, including, without limitation, death of or injury to any person or damage to property whatsoever occurring in, on or about the Facilities regardless of responsibility for negligence, but excepting the active negligence of the person or entity seeking indemnity. SECTION 8.05. Assignment by the Authority. The Authority’s rights under this Facilities Lease, including the right to receive and enforce payment of the Base Rental Payments to be made by the County hereunder, have been pledged and assigned to the Trustee for the benefit of the Bondholders pursuant to the Trust Agreement, to which pledge and assignment the County hereby consents. SECTION 8.06. Assignment and Subleasing by the County. Neither this Facilities Lease nor any interest of the County hereunder shall be mortgaged, pledged, assigned, sublet or transferred by the County by voluntary act or by operation of law or otherwise, except with the prior written consent of the Authority and the Purchaser, which, in the case of subletting, shall not be unreasonably withheld; provided such subletting shall not affect the tax-exempt status of the interest on the Bonds. No such mortgage, pledge, assignment, sublease or transfer shall in any event affect or reduce the obligation of the County to make the Base Rental Payments and Additional Payments required hereunder. February 14, 2017 Contra Costa County Board of Supervisors 422 4828-6206-0864.4 26 SECTION 8.07. Title to Facilities. During the term of this Facilities Lease, the Authority shall hold a leasehold estate to the Facilities and any and all additions which comprise fixtures, repairs, replacement or modifications thereof, except for those fixtures, repairs, replacements or modifications which are added thereto by the County and which may be removed without damaging the Facilities, and except for any items added to the Facilities by the County pursuant to Section 4.02 hereof. This provision shall not operate to the benefit of any insurance company if there is rental interruption covered by insurance pursuant to Section 5.03 hereof. Upon the termination or expiration of this Facilities Lease upon payment in full of the Base Rental Payments attributed to the Facilities and all amounts owing on the Bonds, the Authority’s interest in the title to the Facilities shall vest in the County and the Authority shall execute such conveyances, deeds and other documents as may be necessary to evidence the ownership of the Facilities by the County and to clarify the title of the County on the record thereof. SECTION 8.08. Tax Covenants. (a) The County and the Authority shall at all times do and perform all acts and things permitted by law which are necessary or desirable in order to assure that the interest on the Bonds will be excluded from gross income for federal income tax purposes under Section 103 of the Code and shall take no action that would result in such interest not being excluded from gross income for federal income tax purposes. Without limiting the generality of the foregoing, the Authority and the County covenant that they will comply with the requirements of the Tax Certificate, which is incorporated herein as if fully set forth herein. (b) If at any time the County or the Authority is of the opinion that for purposes of this Section it is necessary to restrict or limit the yield on or change in any way the investment of any moneys held by the Trustee or the County or the Authority under this Facilities Lease or the Trust Agreement, the County or the Authority shall so instruct the Trustee or the appropriate officials of the County in writing, and the Trustee or the appropriate officials of the County, as the case may be, shall take such actions as may be necessary in accordance with such instructions. (c) In furtherance of the covenants of the County and the Authority set forth above, the County will comply with the Tax Certificate. The Trustee and the Authority may conclusively rely on any such written instructions, and the County hereby agrees to hold harmless the Trustee and the Authority for any loss, claim, damage, liability or expense incurred by the Authority and the Trustee for any actions taken by the Authority or the Trustee in accordance with such instructions. (d) The covenant of the County and the Authority herein shall survive payment in full or defeasance of the Bonds. SECTION 8.09. Reserved. SECTION 8.10. Taxes. The County shall pay or cause to be paid all taxes and assessments of any type or nature charged to the Authority or affecting the Facilities or the respective interests or estates therein; provided that with respect to special assessments or other February 14, 2017 Contra Costa County Board of Supervisors 423 4828-6206-0864.4 27 governmental charges that may lawfully be paid in installments over a period of years, the County shall be obligated to pay only such installments as are required to be paid during the term of this Facilities Lease as and when the same become due. The County waives the benefits of subsections 1 and 2 of Section 1932, Section 1933(4) and Sections 1941 and 1942 of the California Civil Code. The County shall also pay directly such amounts, if any, in each year as shall be required by the Authority for the payment of all license and registration fees and all taxes (including, without limitation, income, excise, license, franchise, capital stock, recording, sales, use, value- added, property, occupational, excess profits and stamp taxes), levies, imposts, duties, charges, withholdings, assessments and governmental charges of any nature whatsoever, together with any additions to tax, penalties, fines or interest thereon, including, without limitation, penalties, fines or interest arising out of any delay or failure by the County to pay any of the foregoing or failure to file or furnish to the Authority for filing in a timely manner any returns, hereinafter levied or imposed against the Authority or the Facilities, the rentals and other payments required hereunder or any parts thereof or interests of the County or the Authority or the Trustee therein by any governmental authority. The County may, at the County’s expense and in its name, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority shall notify the County that, in the opinion of independent counsel, by nonpayment of any such items, the interest of the Authority in the Facilities will be materially endangered or the Facilities, or any part thereof, will be subject to loss or forfeiture, in which event the County shall promptly pay such taxes, assessments or charges or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority. SECTION 8.11. Authority’s Purpose. The Authority covenants that, prior to the discharge of this Facilities Lease, it will not engage in any activities inconsistent with the purposes for which the Authority is organized. SECTION 8.12. Purpose of Facilities Lease. The County covenants that during the term of this Facilities Lease, except as hereinafter provided, (a) it will use, or cause the use of, the Facilities for public purposes and for the purposes for which the Facilities are customarily used, (b) it will not vacate or abandon the Facilities or any part thereof, and (c) it will not make any use of the Facilities which would jeopardize in any way the insurance coverage required to be maintained pursuant to Article V hereof SECTION 8.13. Essential Use. The Facilities are essential to the proper, efficient and economic operation of the County and serve an essential governmental function of the County. SECTION 8.14. Nondiscrimination. The County herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all person claiming under or through itself, and this Facilities Lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or groups of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California February 14, 2017 Contra Costa County Board of Supervisors 424 4828-6206-0864.4 28 Government Code, as those basis are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the County, or any person claiming under or through the County, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased. ARTICLE IX DISCLAIMER OF WARRANTIES; VENDOR’S WARRANTIES; USE OF THE FACILITIES SECTION 9.01. Disclaimer of Warranties. THE AUTHORITY MAKES NO AGREEMENT, WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE FACILITIES OR THE PROJECT OR WARRANTY WITH RESPECT THERETO. THE COUNTY ACKNOWLEDGES THAT THE AUTHORITY IS NOT A MANUFACTURER OF THE FACILITIES OR THE PROJECT OR A DEALER THEREIN, THAT THE COUNTY LEASES THE FACILITIES AS-IS, IT BEING AGREED THAT ALL OF THE AFOREMENTIONED RISKS ARE TO BE BORNE BY THE COUNTY. In no event shall the Authority be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Facilities Lease or the Project or the existence, furnishing, functioning or the County’s use of any item or products or services provided for in this Facilities Lease. SECTION 9.02. Vendor’s Warranties. The Authority hereby irrevocably appoints the County its agent and attorney-in-fact during the term of this Facilities Lease, so long as the County shall not be in default hereunder, to assert from time to time whatever claims and rights, including warranties of the Facilities, which the Authority may have against the manufacturers, vendors and contractors of the Facilities. The County’s sole remedy for the breach of such warranty, indemnification or representation shall be against the manufacturer or vendor or contractor of the Facilities, and the Project, as applicable, and not against the Authority, nor shall such matter have any effect whatsoever on the rights and obligations of the Authority with respect to this Facilities Lease, including the right to receive full and timely payments hereunder. The County expressly acknowledges that the Authority makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties of the manufacturer, vendor or contractor with respect to the Facilities and the Project. SECTION 9.03. Use of the Facilities. The County will not install, use, operate or maintain the Facilities improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Facilities Lease. The County shall provide all permits and licenses, if any, necessary for the installation and operation of the Facilities. In addition, the County agrees to comply in all respects (including, without limitation, with respect to the use, maintenance and operation of the Facilities) with all laws of the jurisdictions in which its operations may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the Facilities; provided, however, that the County may contest in February 14, 2017 Contra Costa County Board of Supervisors 425 4828-6206-0864.4 29 good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of the Authority, adversely affect the estate of the Authority in and to the Facilities or its interest or rights under this Facilities Lease. ARTICLE X MISCELLANEOUS SECTION 10.01. Law Governing. This Facilities Lease shall be governed exclusively by the provisions hereof and by the laws of the State of California as the same from time to time exist. SECTION 10.02. Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests, agreements or promises or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered mail, return receipt requested, postage prepaid: If to the County: County of Contra Costa c/o Clerk of the Board of Supervisors County Administration Building 651 Pine Street Martinez, CA 94553 cc: County of Contra Costa c/o County Finance Director 651 Pine Street, 10th Floor Martinez, CA 94553 With respect to insurance matters: County of Contra Costa c/o Risk Manager Risk Management Department 2530 Arnold Drive Martinez, CA 94553 cc: County of Contra Costa General Service Administration 1220 Morello Avenue, Suite 100 Martinez, CA 94553 cc: County of Contra Costa c/o County Finance Director 651 Pine Street, 10th Floor Martinez, CA 94553 February 14, 2017 Contra Costa County Board of Supervisors 426 4828-6206-0864.4 30 If to the Authority: County of Contra Costa Public Financing Authority c/o County Administrator County Administration Building 651 Pine Street Martinez, CA 94553 If to the Trustee: Wells Fargo Bank, National Association Attn: Corporate Trust Services 333 Market Street, 18th Floor San Francisco, CA 94103 If to the Purchaser: Wells Fargo Bank, National Association 100 W. Washington Street, 20th Floor Phoenix, AZ 85003 or to such other addresses as the respective parties may from time to time designate by notice in writing. A copy of any such notice or other document herein referred to shall also be delivered to the Trustee. SECTION 10.03. Validity and Severability. If for any reason this Facilities Lease shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by the Authority or by the County, or if for any reason it is held by such a court that any of the covenants and conditions of the County hereunder, including the covenant to pay rentals hereunder, is unenforceable for the full term hereof, then and in such event this Facilities Lease is and shall be deemed to be a lease under which the rentals are to be paid by the County annually in consideration of the right of the County to possess, occupy and use the Facilities, and all of the rental and other terms, provisions and conditions of this Facilities Lease, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect. SECTION 10.04. Net-Net-Net Lease. This Facilities Lease shall be deemed and construed to be a “net-net-net lease” and the County hereby agrees that the rentals provided for herein shall be an absolute net return to the Authority, free and clear of any expenses, charges or set-offs whatsoever. SECTION 10.05. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Facilities Lease. SECTION 10.06. Amendment or Termination. The Authority and the County may at any time agree to the amendment, supplement or termination of this Facilities Lease and the Site Lease; provided, however, that the Authority and the County agree and recognize that this Facilities Lease and the Site Lease are entered into in accordance with the terms of the Trust Agreement, and accordingly, that any such amendment or termination shall only be made or effected in accordance with and subject to the terms of the Trust Agreement and with the prior written consent of the Purchaser; provided however, that no such amendment or supplement shall February 14, 2017 Contra Costa County Board of Supervisors 427 4828-6206-0864.4 31 extend the payment date of any Base Rental Payment, without the consent of each Bondholder so affected. SECTION 10.07. Execution. This Facilities 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 Facilities Lease. It is also agreed that separate counterparts of this Facilities 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. SECTION 10.08. Third-Party Beneficiary. The Purchaser is hereby designated as third party-beneficiary hereunder solely for the purposes of enforcing any rights granted to the Purchaser hereunder and not with to respect to any rights of occupancy. February 14, 2017 Contra Costa County Board of Supervisors 428 4828-6206-0864.4 4828-6206-0864.4 S-1 [Facilities Lease] IN WITNESS WHEREOF, the Authority and the County have caused this Facilities 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 PUBLIC FINANCING AUTHORITY, as Sublessor By: Federal D. Glover Chair of the Board of Directors Attest: By: David J. Twa Executive Director and Secretary of the Board of Directors COUNTY OF CONTRA COSTA, as Sublessee By: Federal D. Glover Chair of the Board of Supervisors Attest: By: David J. Twa Clerk of the Board of Supervisors and County Administrator February 14, 2017 Contra Costa County Board of Supervisors 429 4828-6206-0864.4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF CONTRA COSTA On ________________, 2017, before me, ________________________________________, a Notary Public, personally appeared _______________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my name and official seal. [Affix seal here] Signature of Notary Public February 14, 2017 Contra Costa County Board of Supervisors 430 4828-6206-0864.4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF CONTRA COSTA On ________________, 2017, before me, ________________________________________, a Notary Public, personally appeared _______________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my name and official seal. [Affix seal here] Signature of Notary Public February 14, 2017 Contra Costa County Board of Supervisors 431 4828-6206-0864.4 A-1 EXHIBIT A Description of the Facilities All that certain real property situated in the County of Contra Costa, State of California, described as follows: February 14, 2017 Contra Costa County Board of Supervisors 432 4828-6206-0864.4 B-1 EXHIBIT B Base Rental Payment Schedule Aggregate of all Facilities Base Rental Payment Date* Principal Interest Total Fiscal Year Total February 14, 2017 Contra Costa County Board of Supervisors 433 4828-6206-0864.4 B-2 Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: $ $ $ $ * Payable three Business Days before due date. February 14, 2017 Contra Costa County Board of Supervisors 434 4828-6206-0864.4 B-3 [____] Building Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: $ $ $ $ * Payable three Business Days before due date. February 14, 2017 Contra Costa County Board of Supervisors 435 4828-6206-0864.4 B-4 [____] Facility Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: $ $ $ $ * Payable three Business Days before due date. February 14, 2017 Contra Costa County Board of Supervisors 436 4828-6206-0864.4 B-5 [______] Building Base Rental Payment Date* Principal Interest Total Fiscal Year Total February 14, 2017 Contra Costa County Board of Supervisors 437 4828-6206-0864.4 B-6 Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: $ $ $ $ * Payable three Business Days before due date. February 14, 2017 Contra Costa County Board of Supervisors 438 4828-6206-0864.4 C-1 EXHIBIT C Lease Terms Facility Term Maximum Extension February 14, 2017 Contra Costa County Board of Supervisors 439 4828-6206-0864.4 D-1 EXHIBIT D Capital Projects “Capital Projects” means various public capital improvements and projects, including, but not limited to: (i) improvements to the Contra Costa Regional Medical Center, located at 2500 Alhambra Avenue in the City of Martinez; (ii) expansion and improvements to the Pittsburg Health Center, located at 2311 Loveridge Road in the City of Pittsburg; (iii) improvements to the Contra Costa Health Services, located at 595 Center Avenue and 597 Center Avenue in the City of Martinez; and (iv) improvements to the Women, Infant & Children Building, located at 13601 San Pablo Avenue in the City of San Pablo. February 14, 2017 Contra Costa County Board of Supervisors 440 4828-6206-0864.4 E-1 EXHIBIT E Form of Budget Certificate County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects) 2017 Series A Certificate of Final Annual Budget for the Period __/__20__ through __/__20__ The undersigned, as an Authorized Representative of the County of Contra Costa (the “County”), hereby certifies that the following have been budgeted for the above-referenced period with respect to the annual appropriations for all Base Rental Payments and Additional Payments, as required in Section 3.05 of the Facilities Lease, dated as of [March] 1, 2017, between the County of Contra Costa Public Financing Authority and the County: 2017 Series A Total Budgeted Base Rental Payment Additional Payment COUNTY OF CONTRA COSTA By: Authorized Representative February 14, 2017 Contra Costa County Board of Supervisors 441 4828-6206-0864.4 F-1 EXHIBIT F Form of Insurance Certificate County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects) 2017 Series A Annual Insurance Certificate for the Period __/__20__ through __/__20__ The undersigned, as an Authorized Representative of the County of Contra Costa (the “County”), hereby certifies that the insurance requirements as set forth in Section 5.07 of the Facilities Lease, dated as of [March] 1, 2017, between the County of Contra Costa Public Financing Authority and the County have been satisfied as evidenced by the attached list of insurance policies, names of insurers issuing such policies, the property covered and the amount of coverage. COUNTY OF CONTRA COSTA By: Authorized Representative February 14, 2017 Contra Costa County Board of Supervisors 442 4828-6206-0864.4 F-2 [Attach List of Insurance Coverage] February 14, 2017 Contra Costa County Board of Supervisors 443 4828-6206-0864.4 CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) This is to certify that the interest in real property conveyed by the foregoing Facilities Lease from the County of Contra Costa Public Financing Authority to the County of Contra Costa, a political subdivision of the State of California (the “County”), is hereby accepted by order of the Board of Supervisors of the County of Contra Costa on February 14, 2017, and the County consents to recordation thereof by its duly authorized officer. COUNTY OF CONTRA COSTA, as Sublessee By: Federal D. Glover Chair, Board of Supervisors County of Contra Costa, State of California Attest: By: David J. Twa Clerk of the Board of Supervisors and County Administrator February 14, 2017 Contra Costa County Board of Supervisors 444 4828-6206-0864.4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF CONTRA COSTA On ________________, 2017, before me, ________________________________________, a Notary Public, personally appeared _______________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my name and official seal. [Affix seal here] Signature of Notary Public February 14, 2017 Contra Costa County Board of Supervisors 445 4843-2161-1840.4 NP DRAFT 2/7/17 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: NIXON PEABODY LLP 300 South Grand Avenue, Suite 4100 Los Angeles, California 90071 Attention: Charles C. Wolf, Esq. SITE LEASE by and between the COUNTY OF CONTRA COSTA and the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY Related to $[________] County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects) 2017 Series A Dated as of [March] 1, 2017 THIS TRANSACTION IS EXEMPT FROM FILING FEES PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 6103 AND TRANSFER TAXES PURSUANT TO CALIFORNIA REVENUE AND TAXATION CODE SECTION 11928 February 14, 2017 Contra Costa County Board of Supervisors 446 4843-2161-1840.4 TABLE OF CONTENTS Page i SECTION 1. Lease of Facilities .............................................................................................. 2 SECTION 2. Term ................................................................................................................... 2 SECTION 3. Rental ................................................................................................................. 2 SECTION 4. Purpose ............................................................................................................... 3 SECTION 5. Environmental Law and Regulations ................................................................. 3 SECTION 6. Environmental Compliance ................................................................................ 4 SECTION 7. Owner in Fee ...................................................................................................... 5 SECTION 8. Assignments and Subleases................................................................................ 6 SECTION 9. Right of Entry; Easements ................................................................................. 6 SECTION 10. Termination ........................................................................................................ 6 SECTION 11. Default ................................................................................................................ 6 SECTION 12. Quiet Enjoyment ................................................................................................ 7 SECTION 13. Waiver of Personal Liability .............................................................................. 7 SECTION 14. Taxes .................................................................................................................. 8 SECTION 15. Eminent Domain ................................................................................................ 8 SECTION 16. Nondiscrimination .............................................................................................. 8 SECTION 17. Partial Invalidity ................................................................................................. 9 SECTION 18. Notices................................................................................................................ 9 SECTION 19. Section Headings ................................................................................................ 9 SECTION 20. Amendment ........................................................................................................ 9 SECTION 21. Definitions .......................................................................................................... 9 SECTION 22. Execution............................................................................................................ 9 EXHIBIT A Description of Facilities ................................................................................. A-1 EXHIBIT B Lease Terms ................................................................................................... B-1 February 14, 2017 Contra Costa County Board of Supervisors 447 4843-2161-1840.4 1 SITE LEASE This Site Lease, dated as of [March] 1, 2017 (this “Site Lease”), by and between the COUNTY OF CONTRA COSTA, a political subdivision organized and existing under and by virtue of the laws of the State of California (the “County”), as lessor, and the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a public entity and agency, duly organized and existing pursuant to an Agreement entitled “Amended and Restated Joint Exercise of Powers Agreement” by and between the County of Contra Costa and the Contra Costa County Flood Control and Water Conservation District (the “District”), as lessee; W I T N E S S E T H: WHEREAS, the County has determined that it is in its best interests to finance and refinance certain capital improvements for the County; WHEREAS, the Authority has agreed to issue $[_____] principal amount of its Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A (the “Bonds”), pursuant to a Trust Agreement, dated as of [March] 1, 2017 (as amended, supplemented, modified or restated from time to time, the “Trust Agreement”) by and between the Authority and Wells Fargo Bank, National Association, as trustee (together with any successor thereto, the “Trustee”), for the purpose of financing and refinancing certain capital improvements for the County (the “Capital Projects”) refunding the Refunded Bonds which were issued to finance certain capital improvements for the County and paying certain costs of issuance with respect to the issuance of the Bonds; WHEREAS, the County, pursuant hereto, will lease certain Facilities (as hereinafter defined) of the County to the Authority and the Authority will use the proceeds of the Bonds to pay to the County the rental due hereunder for the Facilities, and the County will use the proceeds of the Bonds to refund, defease and redeem the Refunded Bonds and to make deposits to the Project Fund and the Costs of Issuance Fund, as established in the Trust Agreement; WHEREAS, the Authority will lease back the Facilities to the County pursuant to the Facilities Lease, dated as of [March] 1, 2017 (as amended, supplemented, modified or restated from time to time, the “Facilities Lease”), between the Authority, as lessor, and the County, as lessee; and WHEREAS, under the Facilities Lease, the County will be obligated to make base rental payments to the Authority for the lease of the Facilities and the Authority will pledge such base rental payments to the Trustee for payments of the Bonds (capitalized terms used herein and not otherwise defined herein have the meanings assigned thereto in the Facilities Lease or the Trust Agreement, as applicable); NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED as follows: February 14, 2017 Contra Costa County Board of Supervisors 448 4843-2161-1840.4 2 SECTION 1. Lease of Facilities The County hereby leases to the Authority and the Authority hereby leases from the County, on the terms and conditions hereinafter set forth, the real property situated in the County of Contra Costa, State of California, together with the improvements thereon, as described in Exhibit A attached hereto and made a part hereof, and any additional real property added thereto by any supplement or amendment hereto, or any real property substituted for all or any portion of such property in accordance with this Site Lease and the Trust Agreement (the “Facilities”); subject, however, to Permitted Encumbrances. No merger shall be effected by the County’s lease of the Facilities to the Authority under this Site Lease, and the Authority’s sublease of the Facilities back to the County under the Facilities Lease. SECTION 2. Term The term of this Site Lease as to the Facilities shall commence on the date of recordation of this Site Lease in the office of the County Recorder of the County of Contra Costa, State of California, or on [March 3], 2017 whichever is earlier, and shall end on the respective dates identified in Exhibit B hereto, as applicable to the related Facility, unless such term is extended or sooner terminated as hereinafter provided. If on such dates the Base Rental Payments and Additional Payments attributable to the related Facility and all other amounts then due under the Facilities Lease with respect to such Facility shall not be fully paid or any amount remains due and owing with respect to the Bonds or under the Continuing Covenant Agreement, or if the rental or other amounts payable under the Facilities Lease with respect to such Facility shall have been abated at any time and for any reason, then the term of this Site Lease with respect to such Facility shall be extended until ten (10) days after the Base Rental Payments and Additional Payments attributable to such Facility and all other amounts then due under the Facilities Lease with respect to such Facility, and all amount remains due and owing with respect to the Bonds and under the Continuing Covenant Agreement, shall be fully paid except that the term of this Site Lease as to the respective Facility shall in no event be extended beyond ten (10) years after the date identified with respect thereto. If prior to such date the Base Rental Payments and Additional Payments attributable to the related Facility and all other amounts then due under the Facilities Lease with respect to such Facility shall be fully paid, the term of this Site Lease with respect to such Facility shall end ten (10) days thereafter or upon written notice by the County to the Authority, whichever is earlier. SECTION 3. Rental The Authority shall pay to the County from the proceeds of the Bonds as and for rental hereunder an amount, not less than $[______], which amount the County finds and determines is full and fair rental for the Facilities on the date hereof and which amount the County further agrees will be deposited in the Project Fund, the Revenue Fund for the 2009 Bonds and the Escrow Fund for the 2007 Bonds as set forth in the Trust Agreement and applied along with other proceeds of the Bonds to finance or refinance the Capital Projects. February 14, 2017 Contra Costa County Board of Supervisors 449 4843-2161-1840.4 3 SECTION 4. Purpose The Authority shall use the Facilities solely for the purpose of leasing the Facilities to the County pursuant to the Facilities Lease and for such purposes as may be incidental thereto; provided, that in the event of an Event of Default by the County under the Facilities Lease, the Authority may exercise the remedies provided in the Facilities Lease. SECTION 5. Environmental Law and Regulations (a) Definitions used in this Section 5 and in Section 6. “Asbestos Containing Materials” shall mean material in friable form containing more than one percent (1%) of the asbestiform varieties of (a) chrysotile (serpentine); (b) crocidolite (ricbeckite); (c) amosite (cummington-itegrinerite); (d) anthophyllite; (e) tremolite; and (f) antinolite. “Asbestos Operations and Maintenance Plan” shall mean that written plan for the Facilities relating to monitoring and maintaining all Asbestos Containing Materials used or located on the Facilities. “Environmental Regulations” shall mean all Laws and Regulations, now or hereafter in effect, with respect to Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, as amended (42 U.S.C. Section 9601, et seq.) (together with the regulations promulgated thereunder, “CERCLA”), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Section 6901, et seq.) (together with the regulations promulgated thereunder, “RCRA”), the Emergency Planning and Community Right-to-Know Act, as amended (42 U.S.C. Section 11001, et seq.) (together with the regulations promulgated thereunder, “Title III”), the Clean Water Act, as amended (33 U.S.C. Section 1251, et seq.) (together with the regulations promulgated thereunder, “CWA”), the Clean Air Act, as amended (42 U.S.C. Section 7401, et seq.) (together with the regulations promulgated thereunder, “CAA”), the Toxic Substances Control Act, as amended (15 U.S.C. Section 2601, et seq.) (together with the regulations promulgated thereunder, “TSCA”), the Occupational Safety and Health Act, as amended (29 U.S.C. Section 651 et seq.) (together with regulations promulgated thereunder, “OSHA”) and any similar federal, state or local laws and regulations and any so-called local, state or federal “superfund” or “superlien” law. “Hazardous Materials” shall mean any material amount of flammable explosives, polychlorinated biphenyl compounds, heavy metals, chlorinated solvents, cyanide, radon, petroleum products, asbestos or any Asbestos Containing Materials, methane, radioactive materials, pollutants, hazardous materials, hazardous wastes, hazardous, toxic, or regulated substances or related materials, as characterized, regulated or defined in CERCLA, RCRA, CWA, CAA, TSCA, OSHA and Title III, and the regulations promulgated pursuant thereto, and in any other Environmental Regulations applicable to the County, any of the Facilities or the business operations conducted by the County therein. “Laws and Regulations” shall mean any applicable law, regulation, code, order, rule, judgment or consent agreement, including, without limitation, those relating to zoning, February 14, 2017 Contra Costa County Board of Supervisors 450 4843-2161-1840.4 4 building, use and occupancy, fire safety, health, sanitation, air pollution, ecological matters, environmental protection, hazardous or toxic materials, substances or wastes, conservation, parking, architectural barriers to the handicapped, or restrictive covenants or other agreements affecting title to the Facilities. (b) No portion of the Facilities is located in an area of high potential incidence of radon which has an unventilated basement or subsurface portion which is occupied or used for any purpose other than the foundation or support of the improvements to such Facilities. (c) The County has not received any notice from any insurance company which has issued a policy with respect to the Facilities or from the applicable state or local government agency responsible for insurance standards (or any other body exercising similar functions) requiring the performance of any repairs, alterations or other work, which repairs, alterations or other work have not been completed at the Facilities. The County has not received any notice of default or breach which has not been cured under any covenant, condition, restriction, right-of- way, reciprocal easement agreement or other easement affecting the Facilities which is to be performed or complied with by it. SECTION 6. Environmental Compliance (a) Neither the County nor the Authority shall use or permit the Facilities or any part thereof to be used to generate, manufacture, refine, treat, store, handle, transport or dispose of, transfer, produce or process Hazardous Materials, except, and only to the extent, if necessary to maintain the Facilities and then, only in compliance with all Environmental Regulations, nor shall it permit, as a result of any intentional or unintentional act or omission on its part or by any tenant, subtenant, licensee, guest, invitee, contractor, employee and agent, the storage, transportation, disposal or use of Hazardous Materials or the pumping, spilling, leaking, disposing of, emptying, discharging or releasing (hereinafter collectively referred to as “Release”) or threat of Release of Hazardous Materials on, from or beneath the Facilities or onto any other real property excluding, however, those Hazardous Materials in those amounts ordinarily found in the inventory of an office building, the use, storage, treatment, transportation and disposal of which shall be in compliance with all Environmental Regulations. Upon the occurrence of any Release or threat of Release, or presence, of Hazardous Materials, the County shall promptly commence and perform, or cause to be commenced and performed promptly, without cost to the Trustee or the Authority, all investigations, studies, sampling and testing, and all remedial, removal and other actions necessary to clean up and remove all Hazardous Materials so Released or present, on, from or beneath the Facilities, in compliance with all Environmental Regulations. Notwithstanding anything to the contrary contained herein, underground storage tanks shall only be permitted subject to compliance with subsection (d) and only to the extent necessary to maintain the Facilities. (b) The County and the Authority shall comply with, and shall cause its tenants, subtenants, licensees, guests, invitees, contractors, employees and agents to comply with, all Environmental Regulations, and shall keep the Facilities free and clear of any liens imposed pursuant thereto (provided, however, that any such liens, if not discharged, may be bonded). The County and the Authority shall cause each tenant, and use its best efforts to cause all of such tenant’s subtenants, agents, licensees, employees, contractors, guests and invitees and the guests February 14, 2017 Contra Costa County Board of Supervisors 451 4843-2161-1840.4 5 and invitees of all of the foregoing to comply with all Environmental Regulations with respect to the Facilities; provided, however, that notwithstanding that a portion of this covenant is limited to the County and the Authority’s use of its best efforts, the Authority and the County shall remain solely responsible for ensuring such compliance and such limitation shall not diminish or affect in any way the County and the Authority’s obligations contained in subsection (c) hereof as provided in subsection (c) hereof. Upon receipt of any notice from any individual or Person with regard to the presence of, or Release of Hazardous Materials on, from or beneath the Facilities, the County and the Authority shall give prompt written notice thereof to the Trustee (and, in any event, prior to the expiration of any period in which to respond to such notice under any Environmental Regulation). (c) Irrespective of whether any representation or warranty contained in Section 5 is not true or correct, the County and the Authority shall, to the extent permitted by law, defend , indemnify and hold harmless the Bondholders and the Trustee, its partners, depositors and each of its and their employees, agents, officers, directors, trustees, successors and assigns, from and against any claims, demands, penalties, fines, attorneys’ fees (including, without limitation, attorneys’ fees incurred to enforce the indemnification contained in this Section 6), consultants’ fees, investigation and laboratory fees, liabilities, settlements (five (5) Business Days’ prior notice of which the Authority or the Trustee, as appropriate, shall have delivered to the County and the Authority), court costs, damages, losses, costs or expenses of whatever kind or nature, known or unknown, contingent or otherwise, occurring in whole or in part, arising out of, or in any way related to, (i) the presence, disposal, Release, threat of Release, removal, discharge, storage or transportation of any Hazardous Materials on, from or beneath the Facilities, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit brought or threatened, settlement reached (five (5) Business Days’ prior notice of which the Authority or the Trustee, as appropriate, shall have delivered to the County and the Authority), or governmental order relating to Hazardous Materials on, from or beneath any of the Facilities, (iv) any violation of Environmental Regulations or subsection (a) or (b) hereof by it or any of its agents, tenants, employees, contractors, licensees, guests, subtenants or invitees, and (v) the imposition of any governmental lien for the recovery of environmental cleanup or removal costs. To the extent that the Authority or the County is strictly liable under any Environmental Regulation, its obligation to the Trustee and the Bondholders and the other indemnitees under the foregoing indemnification shall likewise be without regard to fault on its part with respect to the violation of any Environmental Regulation which results in liability to any indemnitee. Its obligations and liabilities under this Section 6(c) shall survive any termination of the Facilities Lease or exercise of any remedies thereunder, and the satisfaction of all Bonds. (d) The County and the Authority shall conform to and carry out a reasonable program of maintenance and inspection of all underground storage tanks, and shall maintain, repair, and replace such tanks only in accordance with Laws and Regulations, including but not limited to Environmental Regulations. SECTION 7. Owner in Fee The County covenants that it is the owner in fee of the Facilities. The County further covenants and agrees that if for any reason this covenant proves to be incorrect, the County will February 14, 2017 Contra Costa County Board of Supervisors 452 4843-2161-1840.4 6 either institute eminent domain proceedings to condemn the property or institute a quiet title action to clarify the County’s title, and will diligently pursue such action to completion. The County further covenants and agrees that it will hold the Authority and the Bondowners harmless from any loss, cost or damages resulting from any breach by the County of the covenants contained in this Section. SECTION 8. Assignments and Subleases Unless the County shall be in default under the Facilities Lease, the Authority may not assign its rights under this Site Lease or sublet the Facilities, except pursuant to the Facilities Lease, without the written consent of the County, which consent may be withheld in the County’s sole and absolute discretion. Upon the occurrence of a default by the County under the Facilities Lease, the Authority may assign or sell its rights under this Site Lease or sublet the Facilities, without the consent of the County. SECTION 9. Right of Entry; Easements The County reserves the right for any of its duly authorized representatives to enter upon the Facilities at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof. The County agrees, upon written request from the Authority, to grant to the Authority a nonexclusive easement of ingress and egress for persons, vehicles and utilities, twenty (20) feet wide, from each parcel of the Facilities not having access to a public street, and appurtenant to such parcel, over property owned by the County to a public street. The County may, at any time, satisfy its obligation contained in the preceding sentence as to any such parcel of the Facilities by granting to the Authority an easement complying with the requirements of the preceding sentence from such parcel of the Facilities to a public street. SECTION 10. Termination The Authority agrees, upon the termination of this Site Lease, to quit and surrender the Facilities in the same good order and condition as the same were in at the time of commencement of the term hereunder, reasonable wear and tear excepted, and the Authority further agrees that the Facilities and any other permanent improvements and structures existing upon the Facilities at the time of the termination of this Site Lease shall remain thereon and title thereto shall vest in the County. Upon the exercise of the option to purchase set forth in Section 7.03 of the Facilities Lease and upon payment of the option price required by said section, the term of this Site Lease shall terminate as to the portion of the Facilities being so purchased, including the real property upon which portion is situated. SECTION 11. Default In the event the Authority shall be in default in the performance of any obligation on its part to be performed under the terms of this Site Lease, which default continues for one hundred and eighty (180) days following notice and demand for correction thereof to the Authority and February 14, 2017 Contra Costa County Board of Supervisors 453 4843-2161-1840.4 7 the Trustee, the County may exercise any and all remedies granted by law, except that no merger of this Site Lease and of the Facilities Lease shall be deemed to occur as a result thereof; provided, however, that the County shall have no power to terminate this Site Lease by reason of any default on the part of the Authority if such termination would affect or impair any assignment of the Facilities Lease of all or any part of the Facilities then in effect between the Authority and any assignee or subtenant of the Authority (other than the County under the Facilities Lease) or the rights of the Trustee with respect thereto. So long as any such assignee or subtenant of the Authority (or the Trustee) shall duly perform the terms and conditions of this Site Lease, such assignee or subtenant (or the Trustee) shall be deemed to be and shall become the tenant of the County hereunder and shall be entitled to all of the rights and privileges granted under any such assignment or subrogation; provided, further, that so long as any Bonds are outstanding and unpaid in accordance with the terms thereof, the rentals or any part thereof payable to the Authority or Trustee shall continue to be paid to the Trustee on behalf of the Bondowners. SECTION 12. Quiet Enjoyment; Liens (a) The Authority at all times during the term of this Site Lease, shall peaceably and quietly have, hold and enjoy all of the Facilities then leased hereunder. (b) The Authority shall not, directly or indirectly, create, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Facilities, other than the respective rights of the Authority and the County as herein provided and Permitted Encumbrances. SECTION 13. Waiver of Personal Liability All liabilities under this Site Lease on the part of the Authority shall be solely liabilities of the Authority, as a public entity and agency, and the County hereby releases each and every member, director, officer, agent or employee of the Authority of and from any personal or individual liability under this Site Lease. No member, director, officer, agent or employee of the Authority shall at any time or under any circumstances be individually or personally liable under this Site Lease to the County or to any other party whomsoever for anything done or omitted to be done by the Authority hereunder. The Authority and its members, directors, officers, agents, employees and assignees shall not be liable to the County or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Facilities. The County, to the extent permitted by law, shall indemnify and hold the Authority and its members, directors, officers, agents, employees and assignees, harmless from, and defend each of them against, any and all claims, liens and judgments arising from the operation of the Facilities or the Project, including, without limitation, death of or injury to any person or damage to property whatsoever occurring in, on or about the Facilities or the Project regardless of responsibility for negligence, but excepting the active negligence of the person or entity seeking indemnity. February 14, 2017 Contra Costa County Board of Supervisors 454 4843-2161-1840.4 8 SECTION 14. Taxes The County covenants and agrees to pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Facilities. SECTION 15. Eminent Domain In the event the whole or any part of the Facilities is taken by eminent domain proceedings, the interest of the Authority shall be recognized and is hereby determined to be the amount of the then unpaid or outstanding Bonds and all other amounts due under the Trust Agreement and the Facilities Lease attributable to such part of the Facilities and all obligations due and owing under the Continuing Covenant Agreement and shall be paid to the Trustee, or the Purchaser or respective Bondholder, as applicable, and the balance of the award, if any, shall be paid to the County. SECTION 16. Further Assurances. The County covenants and agrees that in the event any lien, encumbrance, asserted encumbrance, claim, dispute or other issue arises with respect to the County’s legal title to or valid and marketable, beneficial use and enjoyment of (or the Authority’s interest in) the Facilities (each of the foregoing referred to as a “Facilities Issue”), the County will take all steps necessary to promptly quiet, resolve and/or eliminate such Facilities Issue and/or provide the Authority with, or as applicable, will take all reasonable steps available to the County to ensure the Authority has, adequate access to and use of the Facilities and the County has beneficial use and enjoyment of the Facilities and the County shall ensure that its fee interest in the Facilities remains free and clear of Facilities Issues. The County covenants and agrees that in the event any legal description, UCC-1 financing statement or fixture filing (or continuations or amendments thereof) filed or recorded with respect to the Authority’s interests in the Facilities reflects any incorrect real property legal description, the County shall take all steps necessary (with the Authority’s prior written approval) to promptly correct any errors with respect to such legal descriptions, UCC-1 financing statements and fixture filings. SECTION 17. Nondiscrimination The Authority herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all person claiming under or through itself, and this Site Lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or groups of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those basis are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the Authority, or any person claiming under or through the Authority, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased. February 14, 2017 Contra Costa County Board of Supervisors 455 4843-2161-1840.4 9 SECTION 18. Partial Invalidity If any one or more of the terms, provisions, covenants or conditions of this 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 Site Lease shall be affected thereby, and each provision of this Site Lease shall be valid and enforceable to the fullest extent permitted by law. SECTION 19. Notices All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered or certified mail, return receipt requested, postage prepaid, and, if to the County, addressed to the County in care of the Clerk of the Board of Supervisors, County Administration Building, 651 Pine Street, Martinez, California 94553, or if to the Authority, addressed to the Authority in care of the County Administrator, County Administration Building, 651 Pine Street, Martinez, California 94553, in all cases with a copy to the Trustee at the address specified in the Trust Agreement, or to such other addresses as the respective parties may from time to time designate by notice in writing. SECTION 20. Section Headings All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Site Lease. SECTION 21. Amendment The Authority and the County may at any time agree to the amendment of this Site Lease; provided, however, that the Authority and the County agree and recognize that this Site Lease is entered into as contemplated by the terms of the Trust Agreement, and accordingly, that any such amendment shall only be made or effected in accordance with and subject to the terms of the Trust Agreement. SECTION 22. Definitions Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Facilities Lease or, if not defined therein, the Trust Agreement. SECTION 23. Execution This Site 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 Lease. It is also agreed that separate counterparts of this Site Lease may separately be executed by the County and the Authority, all with the same force and effect as though the same counterpart had been executed by both the County and the Authority. February 14, 2017 Contra Costa County Board of Supervisors 456 4843-2161-1840.4 10 February 14, 2017 Contra Costa County Board of Supervisors 457 4843-2161-1840.4 S-1 Site Lease IN WITNESS WHEREOF, the County and the Authority have caused this 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 By: Federal D. Glover Chair of the Board of Supervisors Attest: By: David J. Twa Clerk of the Board of Supervisors and County Administrator COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, Lessee By: Federal D. Glover Chair of the Board of Directors Attest: By: David J. Twa Executive Director and Secretary of the Board of Directors February 14, 2017 Contra Costa County Board of Supervisors 458 4843-2161-1840.4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF CONTRA COSTA On ________________, 2017, before me, ________________________________________, a Notary Public, personally appeared _______________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my name and official seal. [Affix seal here] Signature of Notary Public February 14, 2017 Contra Costa County Board of Supervisors 459 4843-2161-1840.4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF CONTRA COSTA On ________________, 2017, before me, ________________________________________, a Notary Public, personally appeared _______________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my name and official seal. [Affix seal here] Signature of Notary Public February 14, 2017 Contra Costa County Board of Supervisors 460 4843-2161-1840.4 A-1 EXHIBIT A Description of Facilities All that certain real property situated in the County of Contra Costa, State of California, described as follows: February 14, 2017 Contra Costa County Board of Supervisors 461 4843-2161-1840.4 B-1 EXHIBIT B Lease Terms Facility Term Maximum Extension February 14, 2017 Contra Costa County Board of Supervisors 462 4843-2161-1840.4 Certificate of Acceptance CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) This is to certify that the interest in real property conveyed by the foregoing Site Lease from the County of Contra Costa Public Financing Authority to the County of Contra Costa, a political subdivision of the State of California (the “County”), is hereby accepted by order of the undersigned officer on behalf of the Authority on [_______], 2017, pursuant to authority conferred by Resolution No. [____] of the Authority adopted on February 14, 2017, and the Authority consents to recordation thereof by its duly authorized officer. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, as Lessee By: Federal D. Glover Chair of the Board of Directors Attest: By: David J. Twa Executive Director and Secretary of the Board of Directors February 14, 2017 Contra Costa County Board of Supervisors 463 4843-2161-1840.4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF CONTRA COSTA On ________________, 2017, before me, ________________________________________, a Notary Public, personally appeared _______________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my name and official seal. [Affix seal here] Signature of Notary Public February 14, 2017 Contra Costa County Board of Supervisors 464 4817-8636-3968.3 NP DRAFT 2/7/2017 ESCROW AGREEMENT by and between COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY and WELLS FARGO BANK, NATIONAL ASSOCIATION Dated as of [March 1], 2017 relating to the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 2007 Series A County of Contra Costa Public Financing Authority Lease Revenue Bonds (Medical Center Refunding), 2007 Series B February 14, 2017 Contra Costa County Board of Supervisors 465 4817-8636-3968.3 TABLE OF CONTENTS Page i Section 1. Definitions............................................................................................................... 2 Section 2. Escrow Fund. .......................................................................................................... 2 Section 3. Notice of Redemption and Defeasance. .................................................................. 3 Section 4. Accounting for Escrow; Substitutions. ................................................................... 4 Section 5. Investments and Reinvestments. ............................................................................. 4 Section 6. Sufficiency of Escrow. ............................................................................................ 4 Section 7. Transfers for Payment of Refunded Bonds. ............................................................ 4 Section 8. Termination of Escrow Agreement; Written Request of Authority........................ 4 Section 9. Fees and Costs......................................................................................................... 5 Section 10. Reports. ................................................................................................................... 5 Section 11. Character of Deposit. .............................................................................................. 5 Section 12. Exculpatory Provisions. .......................................................................................... 6 Section 13. Time of Essence. ..................................................................................................... 7 Section 14. Amendments. .......................................................................................................... 7 Section 15. Successors. .............................................................................................................. 7 Section 16. Notices. ................................................................................................................... 8 Section 17. Severability. ............................................................................................................ 8 Section 18. Law Governing. ...................................................................................................... 8 Section 19. Counterparts. ........................................................................................................... 8 EXHIBIT A REFUNDING REQUIREMENTS...................................................................... A-1 EXHIBIT B ESCROWED SECURITIES ............................................................................... B-1 EXHIBIT C NOTICE OF PARTIAL DEFEASANCE ........................................................... C-1 EXHIBIT D FEE SCHEDULE................................................................................................ D-1 February 14, 2017 Contra Costa County Board of Supervisors 466 4817-8636-3968.3 1 ESCROW AGREEMENT (2007 Series A Bonds and the 2007 Series B Bonds) THIS ESCROW AGREEMENT, dated as of [March 1], 2017, is entered into 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 Amended and Restated Joint Exercise of Powers Agreement entitled “County of Contra Costa Financing Authority Joint Exercise of Powers Agreement,” by and between the County of Contra Costa and the Contra Costa County Flood Control and Water Conservation District, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee and as escrow bank (the “Escrow Agent”). W I T N E S S E T H: WHEREAS, Wells Fargo Bank, National Association, as successor trustee (the “Prior Trustee”), and the Authority have executed a trust agreement, dated as of February 1, 1999 (the “Original Trust Agreement”), as supplemented by the Sixth Supplemental Trust Agreement, dated as of March 1, 2007 and the Seventh Supplemental Trust Agreement, dated as of August 1, 2007 (as amended and supplemented, the “Trust Agreement”); WHEREAS, the Authority has issued $122,065,000 of its Lease Revenue Bonds (Refunding and Various Capital Projects), 2007 Series A (the “2007 Series A Bonds”), and $110,265,000 of its Lease Revenue Bonds (Medical Center Refunding), 2007 Series B (the “2007 Series B Bonds,” and together with the 2007 Series A Bonds, the “Refunded Bonds”) in order to finance and refinance capital projects for the County pursuant to the Trust Agreement; WHEREAS, the Authority has determined that it is in the Authority’s be st interests to defease, pay and redeem the outstanding Refunded Bonds and to issue the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A (the “Refunding Bonds”) pursuant to a trust agreement, dated as of March 1, 2017 (the “2017 Trust Agreement”), by and between the Authority and Wells Fargo Bank, National Association, as trustee (the “Trustee”) for such purpose; WHEREAS, Section 3.01 of the 2017 Trust Agreement provides for the transfer and deposit of certain proceeds of the Refunding Bonds to the Escrow Fund, to defease and redeem the Refunded Bonds, and such proceeds shall be invested in Government Securities under the Original Trust Agreement so as to insure the full and timely payment of the Refunding Requirements (as hereinafter defined); and, NOW, THEREFORE, in consideration of the mutual agreements herein contained, in order to secure the payment of the Refunding Requirements, the parties hereto mutually undertake, promise and agree for themselves, their respective representatives, successors and assigns, as follows: February 14, 2017 Contra Costa County Board of Supervisors 467 4817-8636-3968.3 2 Section 1. Definitions. As used in this Escrow Agreement the following terms have the following meanings: “Escrow Agent” means Wells Fargo Bank, National Association, or any successor thereto appointed under this Escrow Agreement. “Escrow Fund” means the fund by that name created pursuant to Section 2 hereof. “Escrowed Securities” means any of those certain Government Securities listed in Exhibit B to this Escrow Agreement. “Government Securities” has the meaning assigned to such term in the Original Trust Agreement. “Independent Certified Public Accountant” means an independent firm of nationally recognized certified public accountants. “Prior Trustee” means Wells Fargo Bank, National Association, as successor trustee for the Refunded Bonds. “Refunded Bonds” means the 2007 Series A Bonds and the 2007 Series B Bonds, further defined in Exhibit A hereto. “Refunding Bonds” means the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Capital Projects), 2017 Series A, issued pursuant to the 2017 Trust Agreement. “Refunding Requirements” means all installments of principal and interest on the Refunded Bonds, as such payments become due on and prior to the redemption date for the Refunded Bonds and the principal and redemption premium on the redemption date as shown in Exhibit A to this Escrow Agreement. “State” means the State of California. “Trustee” means Wells Fargo Bank, National Association, as trustee for the Refunding Bonds. All other capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Trust Agreement. Section 2. Escrow Fund. A. There is hereby created and established with the Escrow Agent a special and irrevocable trust fund designated as the “County of Contra Costa Public Financing Authority Escrow Fund” (the “Escrow Fund”). The Escrow Agent shall keep the Escrow Fund separate and apart from all other funds and moneys held by it and shall hold the Escrow Fund in trust for the purposes described herein. February 14, 2017 Contra Costa County Board of Supervisors 468 4817-8636-3968.3 3 B. Pending application as provided in this Agreement, amounts on deposit in the Escrow Fund are hereby pledged and assigned solely to pay 100% of the principal amount of the Refunded Bonds on June 1, 2017 (the “Redemption Date”) and to pay interest on the Refunded Bonds to the Redemption Date, which amounts shall be held in trust by the Escrow Agent for the holders of the Refunded Bonds. C. Deposit of Funds (1) There shall be deposited in the Escrow Fund by the Escrow Agent the sum of $[__________] received from Wells Fargo Municipal Capital Strategies, LLC upon the issuance and sale of the Refunding Bonds. (2) There shall be deposited in the Escrow Fund by the Escrow Agent the sum of $[__________] received from the Prior Trustee from amounts held by the Prior Trustee in the debt service fund and the reserve fund for the Prior Bonds. (3) The Authority has determined, as verified by the report of an Independent Certified Public Accountant, dated [______,] 2017 (the “Verification Report”), that upon deposit of the money pursuant to Section C(1) and Section C(2), the moneys on deposit in the Escrow Fund will be at least equal to an amount sufficient to purchase the aggregate principal amount of the Government Obligations set forth in Exhibit B hereto (the “Exhibit B Securities”), which principal, together with all interest due or to become due on such Exhibit B Securities plus any uninvested amounts in the Escrow Fund, will be sufficient to meet the Refunding Requirements. The Escrow Agent shall use $[____________] on deposit in the Escrow Fund to purchase the Exhibit B Securities and hold $[______] in cash in the Escrow Fund. D. The funds held in the Escrow Fund shall not be subject to withdrawal other than to satisfy the Refunding Requirements. E. The Escrow Agent shall hold all Escrowed Securities, whether acquired as initial investments, subsequent investments or reinvestments hereunder, and the money received from time to time as principal and interest thereon, in trust, to secure and for the payment of the Refunding Requirements and shall collect the principal of and interest on the Escrowed Securities held by it hereunder promptly as such principal and interest become due. Section 3. Notice of Redemption and Defeasance. A. The Authority hereby gives irrevocable instructions to the Escrow Agent to mail, as soon as practicable, a notice of the defeasance of the Refunded Bonds in the form attached hereto as Exhibit C in accordance with Section 10.01 of the Original Trust Agreement. B. Authority hereby gives irrevocable instructions to the Escrow Agent to mail, not less than thirty nor more than sixty days prior to the Redemption date, a notice of the redemption of the Refunded Bonds in the form attached hereto as Exhibit D in accordance with Section 4.05 of the Original Trust Agreement. February 14, 2017 Contra Costa County Board of Supervisors 469 4817-8636-3968.3 4 Section 4. Accounting for Escrow; Substitutions. A. The moneys and the Escrowed Securities from time to time accounted for in the Escrow Fund shall not be subject to withdrawal by the Authority nor otherwise subject to their order except as otherwise provided in Sections 2 and 8 hereof. B. The Authority may from time to time direct the Escrow Agent to sell, exchange or substitute Escrowed Securities for other Government Securities; provided that there shall be no sale, exchange or substitution of the Escrowed Securities, unless the following are received: (i) the written direction of the Authority, (ii) receipt by the Authority and the Escrow Agent of a new Verification Report, prepared by an Independent Certified Public Accountant, verifying the sufficiency of the escrow to pay all Refunding Requirements when due in full on their respective due dates and (iii) receipt of an unqualified legal opinion of nationally recognized bond counsel that such investment will not adversely affect the tax-exempt status of interest on the Refunded Bonds or the Refunding Bonds under Section 103 of the Internal Revenue Code of 1986 and the regulations of the United States Department of the Treasury issued thereunder. Section 5. Investments and Reinvestments. The Escrow Agent shall have no other obligation by virtue of this Escrow Agreement, general trust law or otherwise, to make any investment or reinvestment of any moneys in escrow at any time except as expressly directed by the Authority and upon receipt, but only in case of such Authority direction that securities must be reinvested in Government Securities, of (i) the written direction of the Authority, (ii) receipt by the Authority and the Escrow Agent of a new Verification Report, prepared by an Independent Certified Public Accountant, verifying the sufficiency of the escrow to pay all Refunding Requirements when due on their respective due dates and (iii) receipt of an opinion of nationally recognized bond counsel that such investment will not adversely affect the validity of the Refunding Bonds or the Refunded Bonds under State law. Section 6. Sufficiency of Escrow. Moneys deposited in the Escrow Fund, including the investment earnings thereon and any uninvested cash, shall be in an amount, as determined by the Authority, which at all times shall be sufficient to meet the Refunding Requirements not theretofore met. Section 7. Transfers for Payment of Refunded Bonds. The Escrow Agent shall make from time to time such transfers to the Prior Trustee as will assure, to the extent of moneys in the Escrow Fund, the payment of the Refunding Requirements when due, as provided herein and in the Trust Agreement. Section 8. Termination of Escrow Agreement; Written Request of Authority. When the Escrow Agent shall have transferred, pursuant to Section 7 hereof, such moneys as are required to pay in full and discharge all of the Refunded Bonds, the Escrow Agent, after payment of all fees and expenses of the Escrow Agent, shall immediately pay over February 14, 2017 Contra Costa County Board of Supervisors 470 4817-8636-3968.3 5 to the Authority or its order the moneys, if any, then remaining in the Escrow Fund and shall make forthwith a final report to the Authority, and this Escrow Agreement shall terminate. The Prior Trustee shall pay to the Authority any and all unclaimed moneys as provided in Section 10.02 of the Original Trust Agreement and this shall constitute the Written Request of the Authority for such purpose. Section 9. Fees and Costs. A. The Escrow Agent’s fees, expenses and reimbursement for costs incurred for and in carrying out the provisions of this Escrow Agreement have been fixed as set forth in Exhibit E. The Escrow Agent shall also be entitled to additional fees, expenses and reimbursement for costs incurred, including but not limited to, legal and accounting services in connection with any litigation or other proceedings which may at any time be instituted involving this Escrow Agreement not due to the negligence or willful misconduct of the Escrow Agent. Under no circumstances shall any fees, expenses or reimbursement of costs of the Escrow Agent or any other party (including without limitation, the cost of any required Verification Report) be paid out of amounts held in the Escrow Fund. B. Payments to the Escrow Agent pursuant to this Section 9 shall not be for deposit in the Escrow Fund, and the fees of and the costs incurred by the Escrow Agent shall not be a charge on and in no event shall be deducted from the Escrow Fund. Section 10. Reports. A. Each month until the termination of this Escrow Agreement, the Escrow Agent shall submit to the Authority a report covering all money it shall have received and all payments it shall have made or caused to be made hereunder during the preceding one-month period. Such report shall be subject to audit by the Authority or by such Independent Certified Public Accountant, as may be designated by the Authority. B. The last report shall be made at the time provided in Section 8 hereof. C. Each such report shall also list all Escrowed Securities and the amount of money accounted for in the Escrow Fund on the date of such report, except for the last report. Section 11. Character of Deposit. A. It is recognized that title to the Escrowed Securities and moneys accounted for in the Escrow Fund from time to time be vested in the Escrow Agent but subject always to the prior trust, charge and lien thereon of this Escrow Agreement in favor of the owners of the Refunded Bonds and the use thereof required to be made by the provisions hereof. B. The Escrow Agent shall hold all such securities and moneys in the Escrow Fund as special trust funds separate and wholly segregated from all other securities and funds of the Escrow Agent or deposited therein, and shall never commingle such securities or moneys with other securities or moneys. February 14, 2017 Contra Costa County Board of Supervisors 471 4817-8636-3968.3 6 C. No money paid into and accounted for in the Escrow Fund shall ever be considered as a banking deposit and the Escrow Agent shall have no right or title with respect thereto except in its capacity as Escrow Agent hereunder. Section 12. Exculpatory Provisions. A. The duties and responsibilities of the Escrow Agent are limited to those expressly and specifically stated in this Escrow Agreement. B. The Escrow Agent shall not be liable or responsible for any loss resulting from any investment or reinvestment made pursuant to this Escrow Agreement and made in compliance with the provisions hereof. The Escrow Agent shall not be liable or responsible for the accuracy of any calculations or the sufficiency of any Escrowed Securities, the Escrow Fund or any moneys held by it to meet the Refunding Requirements. C. No provision of this Escrow Agreement shall be construed to relieve the Escrow Agent from liability for its own negligent failure to act or its own willful misconduct. D. The Escrow Agent shall be under no obligation to inquire into or be in any way responsible for the performance or nonperformance by the Authority of any of its obligations, nor shall it be responsible in any manner for the recitals or statements contained herein or in the Refunded Bonds or any proceedings taken in connection therewith, such recitals and statements being made solely by the Authority. The Escrow Agent may conclusively rely on any opinion, written request, certificate, written direction or report of the Authority, any certified public accountant, financial advisor or investment bank delivered to it and received in good faith in connection with the transactions contemplated hereby. E. Nothing in this agreement shall be construed to create any obligations or liabilities on the part of the Escrow Agent to anyone other than the Authority and the holders of the Refunded Bonds. F. The Escrow Agent may at any time resign by giving thirty (30) days written notice to the Authority of such resignation. The Authority may remove the Escrow Agent at any time by giving thirty (30) days written notice to the Escrow Agent of such removal. The Authority shall promptly appoint a successor Escrow Agent by the resignation or removal date. Resignation or removal of the Escrow Agent will be effective only upon acceptance of appointment by a successor Escrow Agent and the transfer of escrowed assets over to the successor Escrow Agent. If the Authority does not appoint a successor, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Agent. After receiving a notice of resignation or giving notice of removal of an Escrow Agent, the Authority may appoint a temporary Escrow Agent to replace the resigning or removed Escrow Agent until the Authority appoints a successor Escrow Agent. Any such temporary Escrow Agent so appointed by the Authority shall immediately and without further act be superseded by the successor Escrow Agent so appointed; provided, that the successor Escrow Agent accepts such appointment and the escrowed assets are transferred over to the successor Escrow Agent. February 14, 2017 Contra Costa County Board of Supervisors 472 4817-8636-3968.3 7 G. The Authority, to the extent permitted by law, agrees to indemnify the Escrow Agent, its agents and its officers or employees for and hold the Escrow Agent, its agents, officers or employees harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel for the Escrow Agent) which may be imposed on, incurred by, or asserted against the Escrow Agent at any time by reason of the performance of its duties as Escrow Agent hereunder, in any transaction arising out of this Escrow Agreement or the Trust Agreement or any of the transactions contemplated herein or in the Trust Agreement, unless due to the Escrow Agent’s or its officers’ or employees’ or agents’ negligence or willful misconduct. Such indemnity shall survive the termination of this Escrow Agreement or resignation of the Escrow Agent. H. The Escrow Agent may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions and the opinion of such counsel shall be full and complete authorization in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Section 13. Time of Essence. Time shall be of the essence in the performance of the obligations from time to time imposed upon the Escrow Agent by this Escrow Agreement. Section 14. Amendments. This Escrow Agreement may not be revoked or amended by the parties hereto unless there shall first have been filed with the Authority and the Escrow Agent (i) a written opinion of nationally recognized bond counsel stating that such amendment will not adversely affect the tax-exempt status of interest on the Refunded Bonds or the Refunding Bonds under Section 103 of the Internal Revenue Code of 1986 and the regulations of the United States Department of the Treasury issued thereunder and (ii) unless such amendment is limited to (1) insertion of unintentionally omitted material, correction of mistakes or clarification of ambiguities, (2) pledging of additional legal security to the Refunded Bonds, or (3) providing for the deposit of additional cash and/or securities in the Escrow Fund, the written consent of all the owners of the Refunded Bonds then outstanding. Section 15. Successors. A. Whenever herein the Authority or the Escrow Agent is named or is referred to, such provision shall be deemed to include any successor of the Authority or the Escrow Agent, respectively, immediate or intermediate, whether so expressed or not. The successor Escrow Agent must be in place and the escrowed assets transferred over to it before the predecessor Escrow Agent is released. B. All of the stipulations, obligations and agreements by or on behalf of, and other provisions for the benefit of, the Authority or the Escrow Agent contained herein: (1) Shall bind and inure to the benefit of any such successor; and February 14, 2017 Contra Costa County Board of Supervisors 473 4817-8636-3968.3 8 (2) Shall bind and shall inure to the benefit of any officer, board, authority, agent or instrumentality to whom or to which there shall be transferred by or in accordance with law any right, power or duty of the Authority or the Escrow Agent, respectively, or of its successor. Section 16. Notices. All notices and communications hereunder shall be in writing and shall be deemed to be duly given if received or sent by first class mail to the following addresses or to such other address as the recipient thereof shall request in writing to the other party hereto: If to the Authority: County of Contra Costa Public Financing Authority County Administrator’s Office 651 Pine Street, 10th Floor Martinez, CA 94553-0063 Attn: County Finance Director If to the Escrow Agent: Wells Fargo Bank, National Association 1700 Lincoln Street, 10th Floor Denver, Colorado 80203-4500 Attn: Corporate Trust Services Section 17. Severability. If any section, paragraph, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 18. Law Governing. This Escrow Agreement is made in the State of California and is to be construed under the Constitution and laws of such State. Section 19. Counterparts. This Escrow Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. February 14, 2017 Contra Costa County Board of Supervisors 474 4817-8636-3968.3 S-1 IN WITNESS WHEREOF, the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY has caused this Escrow Agreement to be signed in its name by its duly authorized officer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, has caused this Escrow Agreement to be signed in its name by its duly authorized officer, all as of the day and year first above written. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: Deputy Executive Director WELLS FARGO BANK, NATIONAL ASSOCIATION, as Escrow Agent By: Authorized Officer February 14, 2017 Contra Costa County Board of Supervisors 475 4817-8636-3968.3 A-1 EXHIBIT A REFUNDING REQUIREMENTS February 14, 2017 Contra Costa County Board of Supervisors 476 4817-8636-3968.3 B-1 EXHIBIT B ESCROWED SECURITIES The following securities will be deposited into the Escrow Fund on [________], 2017: Initial Cash Deposit: $[______] February 14, 2017 Contra Costa County Board of Supervisors 477 4817-8636-3968.3 C-1 EXHIBIT C NOTICE OF DEFEASANCE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (REFUNDING AND VARIOUS CAPITAL PROJECTS), 2007 SERIES A AND COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (MEDICAL CENTER REFUNDING), 2007 SERIES B NOTICE IS HEREBY GIVEN to the owners of the above-referenced Bonds, issued by the County of Contra Costa Public Financing Authority (the “Authority”) pursuant to a trust agreement, dated as of February 1, 1999 (as supplemented and amended the “Trust Agreement”), between the Authority and Wells Fargo Bank, National Association (“Wells Fargo Bank”), as successor trustee, that the principal amount of Bonds identified below in the column labeled “Principal Amount Refunded” and maturing on the dates identified below (hereinafter referred to as the “Refunded Bonds”), have been defeased pursuant to section 10.01 of such Trust Agreement and pursuant to an Escrow Agreement, dated as of March 1, 2017 (the “Escrow Agreement”), by and between the Authority and Wells Fargo Bank, as trustee and escrow agent. Prior to June 1, 2017 identified below (the “Redemption Date”) interest on the Refunded Bonds will be paid in accordance with the provisions of the Trust Agreement from the escrow fund (the “Escrow Fund”) established pursuant to the Escrow Agreement. On the Redemption Date, the Refunded Bonds will be redeemed at the redemption price identified below of their principal amount, plus accrued interest thereon to the Redemption Date, such redemption price and accrued interest to be paid from the Escrow Fund on the Redemption Date. 2007 Series A Redemption Date: June 1, 2017 Redemption Price: 100% Maturity (June 1) Interest Rate CUSIP* (21226P) Principal Amount Outstanding Principal Amount Refunded 2018 4.00% GQ5 $11,430,000 $11,430,000 2019 4.00 MW5 10,275,000 10,275,000 2020 5.00 MX3 10,685,000 10,685,000 2021 5.00 MY1 11,220,000 11,220,000 2022 5.00 MZ8 10,105,000 10,105,000 2023 4.50 NB0 3,330,000 3,330,000 2023 4.75 NA2 7,265,000 7,265,000 2024 4.50 NC8 4,480,000 4,480,000 2025 4.75 ND6 4,685,000 4,685,000 2026 4.50 NE4 4,905,000 4,905,000 2027 4.50 NF1 4,330,000 4,330,000 2028 4.50 NG9 1,210,000 1,210,000 * Note: CUSIP numbers provided above are provided for the convenience of the owners of the Bonds. Neither the Authority nor Wells Fargo Bank, as trustee and escrow agent, is responsible for the accuracy or completeness of the CUSIP numbers. February 14, 2017 Contra Costa County Board of Supervisors 478 4817-8636-3968.3 C-2 2007 Series B Redemption Date: June 1, 2017 Redemption Price: 100% Maturity (June 1) Interest Rate Original CUSIP* (21226P) Principal Amount Outstanding Principal Amount Refunded 2017 5.00% HM3 $14,075,000 $14,075,000 2018 5.00 HN1 3,655,000 3,655,000 * Note: CUSIP numbers provided above are provided for the convenience of the owners of the Bonds. Neither the Authority nor Wells Fargo Bank, as trustee and escrow agent, is responsible for the accuracy or completeness of the CUSIP numbers. DATED: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Escrow Agent February 14, 2017 Contra Costa County Board of Supervisors 479 4817-8636-3968.3 D-1 EXHIBIT D NOTICE OF REDEMPTION COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (REFUNDING AND VARIOUS CAPITAL PROJECTS), 2007 SERIES A AND COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (MEDICAL CENTER REFUNDING), 2007 SERIES B NOTICE IS HEREBY GIVEN to the owners of the above-referenced Bonds, by Wells Fargo Bank, National Association, as Trustee for the County of Contra Costa Public Financing Authority (the “Authority”) that the Authority intends to exercise its option to redeem all outstanding maturities identified below at a redemption price equal to 100% (the “Redemption Price”), plus accrued interest thereon to June 1, 2017 (the “Redemption Date”). After the Redemption Date, interest on the Bonds shall cease to accrue. 2007 Series A Redemption Date: June 1, 2017 Redemption Price: 100% Date Dated Maturity (June 1) Interest Rate CUSIP* (21226P) Principal Amount Outstanding Principal Amount Refunded March 14, 2007 2018 4.00% GQ5 $11,430,000 $11,430,000 March 14, 2007 2019 4.00 MW5 10,275,000 10,275,000 March 14, 2007 2020 5.00 MX3 10,685,000 10,685,000 March 14, 2007 2021 5.00 MY1 11,220,000 11,220,000 March 14, 2007 2022 5.00 MZ8 10,105,000 10,105,000 March 14, 2007 2023 4.50 NB0 3,330,000 3,330,000 March 14, 2007 2023 4.75 NA2 7,265,000 7,265,000 March 14, 2007 2024 4.50 NC8 4,480,000 4,480,000 March 14, 2007 2025 4.75 ND6 4,685,000 4,685,000 March 14, 2007 2026 4.50 NE4 4,905,000 4,905,000 March 14, 2007 2027 4.50 NF1 4,330,000 4,330,000 March 14, 2007 2028 4.50 NG9 1,210,000 1,210,000 * Note: CUSIP numbers provided above are provided for the convenience of the owners of the Bonds. Neither the Authority nor Wells Fargo Bank, as trustee and escrow agent, is responsible for the accuracy or completeness of the CUSIP numbers. 2007 Series B Redemption Date: June 1, 2017 Redemption Price: 100% Date Dated Maturity (June 1) Interest Rate Original CUSIP* (21226P) Principal Amount Outstanding Principal Amount Refunded Aug. 7, 2007 2017 5.00% HM3 $14,075,000 $14,075,000 Aug. 7, 2007 2018 5.00 HN1 3,655,000 3,655,000 * Note: CUSIP numbers provided above are provided for the convenience of the owners of the Bonds. Neither the Authority nor Wells Fargo Bank, as trustee and escrow agent, is responsible for the accuracy or completeness of the CUSIP numbers. February 14, 2017 Contra Costa County Board of Supervisors 480 4817-8636-3968.3 D-2 Payment of the Redemption Price of the Refunded Bonds will become due and payable on the Redemption Date, and will be made upon presentation and surrender of the Refunded Bond at the following address: Registered/Certified Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9300-070 P.O. BOX 1517 Minneapolis, MN 55480 Air Courier: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9300-070 600 Fourth St South – 7th Floor Minneapolis, MN 55479 DATED: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Escrow Agent IMPORTANT NOTICE REGARDING TAX CERTIFICATION DOCUMENTATION AND POTENTIAL WITHHOLDING: Pursuant to U.S. federal tax laws, you have a duty to provide the required type of tax certification form to anyone making a payment to you that could constitute income or gross proceeds reportable to you. That tax certification documentation must be received by the Trustee (which includes the term “Withholding Agent” if you are a Nonresident Alien Individual or Foreign Entity) on or before the date of the payment, or the date on which the transaction is reportable on either IRS Form 1099 or IRS Form 1042-S even if no payment is made at that time. If you do not provide a valid tax certification form as required, the Trustee will be required to apply the maximum amount of withholding on that reportable payment. For example, if you are a U.S. taxpayer and do not provide a Form W-9 by the effective date of a merger, the trade date of a sale, the Redemption Date or Mandatory Tender Date or Tender Date or Conversion Date for a bond as the applicable term is defined in the Notice, or the payment date for interest or dividends, the Trustee is required to apply 28% backup withholding to the amount reportable as gross proceeds on a Form 1099-B, the interest amount reportable on a Form 1099-INT or the dividend amount reportable on a Form 1099-DIV. If you are a foreign person or entity, you are required to provide the applicable type of IRS Form W-8 by those aforementioned dates, and failure to do so can result in a 30% withholding rate being applied to the amount of the payment reportable on IRS Form 1042-S. February 14, 2017 Contra Costa County Board of Supervisors 481 4817-8636-3968.3 E-1 EXHIBIT E FEE SCHEDULE The one – time Escrow Agent Fee is [$_______]. February 14, 2017 Contra Costa County Board of Supervisors 482 4130012.01.12 4227807 CONTINUING COVENANT AGREEMENT dated as of March 1, 2017, among COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY COUNTY OF CONTRA COSTA and WELLS FARGO BANK, NATIONAL ASSOCIATION relating to $[Par Amount] COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (REFUNDING AND CAPITAL PROJECTS) 2017 SERIES A February 14, 2017 Contra Costa County Board of Supervisors 483 -i- TABLE OF CONTENTS SECTION HEADING PAGE ARTICLE I DEFINITIONS .................................................................................................2  Section 1.01. Certain Defined Terms ...........................................................................2  Section 1.02. Computation of Time Periods ..............................................................11  Section 1.03. Construction .........................................................................................11  Section 1.04. Accounting Terms and Determinations ...............................................11  Section 1.05. Relation to Other Documents; Acknowledgment of Different Provisions of Related Documents; Incorporation by Reference ..................................................................12  ARTICLE II PURCHASE OF BONDS ..................................................................................13  Section 2.01. Purchase of Bonds................................................................................13  ARTICLE III THE BORROWER’S OBLIGATIONS ................................................................13  Section 3.01. Payment Obligations ............................................................................13  Section 3.02. Default Rate .........................................................................................15  Section 3.03. Determination of Taxability .................................................................15  Section 3.04. Maximum Interest Rate........................................................................16  Section 3.06. Net of Taxes, Etc. .................................................................................17  Section 3.07. Obligations Absolute ...........................................................................18  Section 3.08. Funding Indemnity ...............................................................................18  Section 3.05. County’s Obligations Are Payable Pursuant to Terms of Facilities Lease .....................................................................................19  ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE OF BONDS ....................................19  Section 4.01. Documentary Requirements .................................................................19  Section 4.02. Litigation ..............................................................................................21  Section 4.03. Other Matters .......................................................................................22  Section 4.04. Payment of Fees and Expenses ............................................................22  ARTICLE V REPRESENTATIONS AND WARRANTIES ........................................................22  Section 5.01. Existence and Power; Tax Status .........................................................22  Section 5.01. Existence and Power; Tax Status .........................................................28  ARTICLE VI COVENANTS OF THE BORROWER .................................................................32  Section 6.01. Existence, Etc .......................................................................................32  Section 6.02. Maintenance of Properties ...................................................................32  Section 6.03. Compliance with Laws; Taxes and Assessments .................................33  Section 6.04. Insurance ..............................................................................................33  Section 6.05. Reports .................................................................................................33  February 14, 2017 Contra Costa County Board of Supervisors 484 -ii- Section 6.06. Maintenance of Books and Records ....................................................35  Section 6.07. Access to Books and Records ..............................................................35  Section 6.08. Compliance With Documents ..............................................................35  Section 6.10. Further Assurances...............................................................................36  Section 6.11. No Impairment .....................................................................................37  Section 6.12. Application of Bond Proceeds .............................................................37  Section 6.13. Trustee..................................................................................................37  Section 6.12. Limitation on Voluntary Liens .............................................................37  Section 6.15. Related Documents ..............................................................................37  Section 6.17. Conversions and Redemptions .............................................................37  Section 6.18. Disclosure to Participants, Purchaser Transferees and Non-Purchaser Transferees ..................................................................37  Section 6.19. Other Agreements ................................................................................38  Section 6.20. Immunity from Jurisdiction .................................................................38  Section 6.21. Swap Contracts ....................................................................................38  Section 6.22. Budget and Appropriation ....................................................................39  Section 6.23. Use of Purchaser’s Name .....................................................................39  Section 6.24. Maintenance of Tax-Exempt Status of Bonds .....................................39  Section 6.25. ERISA ..................................................................................................39  Section 6.26. Investment Policy.................................................................................39  Section 6.27. Environmental Laws ............................................................................39  Section 6.28. Federal Reserve Board Regulations .....................................................40  Section 6.29. Underlying Rating ................................................................................40  Section 6.30. Repayment of Purchaser ......................................................................40  Section 6.31. Disaster Relief ......................................................................................40  Section 6.32. Voluntary Rent Abatement ..................................................................41  Section 6.33. Operation and Maintenance of the Project ...........................................41  Section 6.34. Compliance with Laws; Taxes and Assessments .................................41  Section 6.35. Fair Rental Value .................................................................................41  Section 6.36. Substitution or Removal of Property ...................................................41  ARTICLE VII EVENTS OF DEFAULT ..................................................................................42  Section 7.01. Events of Default .................................................................................42  Section 7.02. Consequences of an Event of Default ..................................................45  Section 7.03. Remedies Cumulative; Solely for the Benefit of Purchaser ..............................................................................................45  Section 7.04. Waivers or Omissions ..........................................................................46  Section 7.05. Discontinuance of Proceedings ............................................................46  ARTICLE VIII INDEMNIFICATION .......................................................................................46  Section 8.01. Indemnification ....................................................................................46  Section 8.02. Survival ................................................................................................47  ARTICLE IX MISCELLANEOUS ........................................................................................47  Section 9.01. Patriot Act Notice ................................................................................47  February 14, 2017 Contra Costa County Board of Supervisors 485 -iii- Section 9.02. Further Assurances...............................................................................47  Section 9.03. Amendments and Waivers; Enforcement ............................................48  Section 9.04. No Implied Waiver; Cumulative Remedies .........................................48  Section 9.05. Notices .................................................................................................48  Section 9.06. Right of Setoff......................................................................................49  Section 9.07. No Third-Party Rights..........................................................................50  Section 9.08. Severability ..........................................................................................50  Section 9.09. Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial .............................................................................50  Section 9.10. Arbitration ............................................ Error! Bookmark not defined.  Section 9.11. Prior Understandings ...........................................................................51  Section 9.12. Duration ...............................................................................................51  Section 9.13. Counterparts .........................................................................................51  Section 9.14. Successors and Assigns ........................................................................51  Section 9.15. No Advisory or Fiduciary Responsibility ............................................53  Section 9.16. Headings ..............................................................................................54  Section 9.17. Electronic Signatures ...........................................................................54  EXHIBITS EXHIBIT A – FORM OF COMPLIANCE CERTIFICATE EXHIBIT B – BREAKAGE FEE CALCULATION February 14, 2017 Contra Costa County Board of Supervisors 486 CONTINUING COVENANT AGREEMENT THIS CONTINUING COVENANT AGREEMENT, dated as of March 1, 2017 (as amended, supplemented, modified or restated from time to time, this “Agreement”), among the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority duly created by and existing under the laws of the State of California (the “Authority”), the COUNTY OF CONTRA COSTA, body corporate and politic and political subdivision of the State of California (the “County”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association. R ECITALS WHEREAS, the Authority is issuing its Lease Revenue Bonds (Refunding and Capital Projects) 2017 Series A (the “Bonds”) pursuant to a Trust Agreement dated as of March 1, 2017 (as the same may be amended, supplemented, modified or restated in accordance with the terms thereof and hereof, the “Trust Agreement”), between the Authority and Wells Fargo Bank, National Association, as trustee (the “Trustee”); and WHEREAS, the Authority has previously issued its Lease Revenue Bonds (Refunding and Various Capital Projects) 2007 Series A, its Lease Revenue Bonds (Medical Center Refunding) 2007 Series B and its Lease Revenue Bonds (Capital Projects Program) 2009 Series A (collectively, the “Refunded Bonds”) to assist the County in financing certain capital projects and to refund certain outstanding bonds issued for the benefit of the County. WHEREAS, the County wishes to cause the refunding of the Refunded Bonds and to finance certain capital projects. WHEREAS, pursuant to the terms of the hereinafter defined Site Lease, the County has leased to the Authority the Facilities (as hereinafter defined). WHEREAS, pursuant to the terms of the hereinafter defined Facilities Lease, the Authority has subleased to the County the Facilities. WHEREAS, the principal of and interest on the Bonds will be payable from the Base Rental Payments (as hereinafter defined) made by the County to the Authority pursuant to the terms of the Facilities Lease and the Authority has assigned its rights to receive such Base Rental Payments to the Trustee; WHEREAS, the Purchaser has agreed to purchase the Bonds, and as a condition to such purchase, the Purchaser has required the County and the Authority to enter into this Agreement. NOW, THEREFORE, to induce the Purchaser to purchase the Bonds, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the County, the Authority and the Purchaser hereby agree as follows: February 14, 2017 Contra Costa County Board of Supervisors 487 -2- ARTICLE I DEFINITIONS Section 1.01. Certain Defined Terms. In addition to the terms defined in the recitals and elsewhere in this Agreement, the Trust Agreement and the Facilities Lease, the following terms shall have the following meanings: “1933 Act” means the Securities Act of 1933, as amended. “Additional Payments” has the meaning set forth in the Facilities Lease. “Affiliate” means, with respect to any Person, any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person. A Person shall be deemed to control another Person for the purposes of this definition if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise. “Agreement” has the meaning set forth in the introductory paragraph hereof. “Anti-Terrorism Laws” has the meaning set forth in Section 5.01(aa) hereof. “Applicable Law” means (a) all applicable common law and principles of equity and (b) all applicable provisions of all (i) constitutions, statutes, rules, regulations and orders of all Governmental Authorities, (ii) Governmental Approvals and (iii) orders, decisions, judgments, writs, injunctions and decrees of all courts (whether at law or in equity) and arbitrators. “Authority” has the meaning set forth in the introductory paragraph hereof. “Authority Representative” means any person authorized from time to time in writing by the Authority, or its successors and assigns, to perform a designated act or execute a designated document. “Bank Agreement” means any credit agreement, liquidity agreement, standby bond purchase agreement, reimbursement agreement, direct purchase agreement, bond purchase agreement, or other agreement or instrument (or any amendment, supplement or other modification thereof) under which, directly or indirectly, any Person or Persons undertake(s) to make or provide funds to make payment of, or to purchase or provide credit enhancement for bonds or notes issued by or on behalf of the County. “Base Rate” means, for any day, a fluctuating rate of interest per annum equal to the greatest of (i) the Prime Rate in effect at such time plus one percent (1.0%), (ii) the Federal Funds Rate in effect at such time plus two percent (2.0%), and (iii) seven percent (7.0%). “Base Rental Payments” has the meaning set forth in the Facilities Lease. February 14, 2017 Contra Costa County Board of Supervisors 488 -3- “Bond Counsel” means Nixon Peabody LLP or any other firm of attorneys nationally recognized on the subject of tax-exempt municipal finance selected by the County. “Bondholder” means the Purchaser and each Purchaser Transferee or Non-Purchaser Transferee pursuant to Section 9.13 hereof so long as such Purchaser Transferee or Non-Purchaser Transferee is an owner of Bonds. “Bonds” has the meaning set forth in the recitals hereof. “Breakage Fee” has the meaning set forth in Section 3.07 hereof. “Business Day” means a day which is not (a) a Saturday, Sunday or legal holiday on which banking institutions in San Francisco, California or New York, New York or the states where the principal corporate office of the County or the principal corporate trust office of the Trustee is located are authorized by law to close, (b) a day on which the New York Stock Exchange or the Federal Reserve Bank is closed or (c) a day on which the principal office of the Purchaser is closed. “Code” means the Internal Revenue Code of 1986, as amended, and, where appropriate any statutory predecessor or any successor thereto. “Compliance Certificate” means a certificate substantially in form of Exhibit A hereto. “Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the County or the Authority, as applicable, are treated as a single employer under Section 414 of the Code. “County” has the meaning set forth in the introductory paragraph hereof. “County Representative” means any person authorized from time to time in writing by the County, or its successors and assigns, to perform a designated act or execute a designated document. “Cross-Default Parity Debt” means any Debt (solely to the extent described in subparagraphs (a), (b) or (e) of the definition of Debt) of the County (including, without limitation, lease revenue bonds and certificates of participation) or issued on behalf of the County that is payable directly from, and rated based on, the County’s general fund. “Debt” of any Person means at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person as lessee under capital leases, (d) all Guarantees by such Person of Debt of other Persons, (e) the maximum amount of all direct obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments and (f) all obligations of such Person under any Swap Contract. February 14, 2017 Contra Costa County Board of Supervisors 489 -4- “Default” means any event or condition which, with notice, the passage of time or any combination of the foregoing, would constitute an Event of Default. “Default Rate” means, for any day, a rate of interest per annum equal to the sum of the Base Rate in effect on such day plus three percent (3.0%). “Determination of Taxability” means and shall be deemed to have occurred on the first to occur of the following: (i) the date on which the County or the Authority files any statement, supplemental statement or other tax schedule, return or document which discloses that an Event of Taxability shall have in fact occurred; (ii) the date on which the Bondholder or any former Bondholder notifies the Authority and the County that it has received a written opinion by a nationally recognized firm of attorneys of substantial expertise on the subject of tax-exempt municipal finance to the effect that an Event of Taxability shall have occurred unless, within one hundred eighty (180) days after receipt by the County and the Authority of such notification from the Bondholder or any former Bondholder, the County or the Authority shall deliver to the Bondholder and any former Bondholder (A) the opinion of another nationally recognized firm of attorneys of substantial expertise on the subject of tax-exempt municipal finance to the effect that no Event of Taxability has occurred, or (B) a ruling or determination letter issued to or on behalf of the County or the Authority by the Commissioner of the Internal Revenue Service or the Director of Tax-Exempt Bonds of the Tax-Exempt and Government Entities Division of the Internal Revenue Service (or any other government official exercising the same or a substantially similar function from time to time) to the effect that, after taking into consideration such facts as form the basis for the opinion that an Event of Taxability has occurred, an Event of Taxability shall not have occurred; (iii) the date on which the Authority or the County shall be advised in writing by the Commissioner of the Internal Revenue Service or the Director of Tax-Exempt Bonds of the Tax-Exempt and Government Entities Division of the Internal Revenue Service (or any other government official exercising the same or a substantially similar function from time to time, including an employee subordinate to one of these officers who has been authorized to provide such advice) that, based upon filings of the County and/or the Authority, or upon any review or audit of the County and/or the Authority or upon any other ground whatsoever, an Event of Taxability shall have occurred; or (iv) the date on which the County and/or the Authority shall receive notice from the Bondholder or any former Bondholder that the Internal Revenue Service (or any other government official or agency exercising the same or a substantially similar function from time to time) has assessed as includable in the gross income of such Bondholder or such former Bondholder the interest on the Bonds due to the occurrence of an Event of Taxability; February 14, 2017 Contra Costa County Board of Supervisors 490 -5- provided, however, no Determination of Taxability shall occur under subparagraph (iii) or (iv) hereunder unless the County has been afforded the opportunity, at its expense, to contest any such assessment, and, further, no Determination of Taxability shall occur until such contest, if made, has been finally determined; provided further, however, that upon demand from the Bondholder or former Bondholder, the Authority shall promptly reimburse, as Additional Payments, but solely from payments made by the County, such Bondholder or former Bondholder for any payments, including any taxes, interest, penalties or other charges, such Bondholder (or former Bondholder) shall be obligated to make as a result of the Determination of Taxability. “DTC” means The Depository Trust Company. “Effective Date” means March [__], 2017 subject to the satisfaction or waiver by the Purchaser of all of the conditions precedent set forth in Article IV hereof. “EMMA” means Electronic Municipal Market Access as provided by the Municipal Securities Rulemaking Board. “Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, and regulations thereunder, in each case as in effect from time to time. References to Sections of ERISA shall be construed also to refer to any successor Sections. “Event of Default” with respect to this Agreement has the meaning set forth in Section 7.01 hereof and, with respect to any Related Document, has the meaning set forth therein. “Event of Taxability” means the occurrence or existence of any fact, event or circumstance resulting from the taking of any action by the County or the Authority, or the failure to take any action by the County or the Authority, or the making by the County or the Authority of any misrepresentation herein or in any certificate required to be given in connection with the issuance, sale or delivery of the Bonds which has the effect of causing interest paid or payable on the Bonds to become includable, in whole or in part, in the gross income of the Bondholder or any former Bondholder for federal income tax purposes. “Excess Interest Amount” has the meaning set forth in Section 3.04 hereof. “Excluded Taxes” means, with respect to the Purchaser or any Bondholder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes February 14, 2017 Contra Costa County Board of Supervisors 491 -6- imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which the Purchaser or such Bondholder is organized or in which its principal office is located, and (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Purchaser is located. “Executive Order” has the meaning set forth in Section 5.01(aa) hereof. “Facilities” has the meaning set forth in the Facilities Lease. “Facilities Lease” means the lease, entitled “Facilities Lease” by and between the County and the Authority, dated as of March 1, 2017, which facilities lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on [________] as document No. [_________], as originally executed and recorded or as it may from time to time be amended, supplemented, modified or restated pursuant to the provisions hereof and thereof. “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that: (a) if such day is not a Business Day, then the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day; and (b) if no such rate is so published on such next succeeding Business Day, then the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of one-hundredth of one percent) charged to Well Fargo Bank, National Association on such day on such transactions as determined by Well Fargo Bank, National Association. Notwithstanding anything herein to the contrary, if the Federal Funds Rate as determined as provided above would be less than zero percent (0.0%), then the Federal Funds Rate shall be deemed to be zero percent (0.0%). “Fiscal Year” means the twelve-month period from July 1 through the following June 30. “Fitch” means Fitch, Inc., and any successor rating agency. “FRB” means the Board of Governors of the Federal Reserve System of the United States, together with any successors thereof. “Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, statements and pronouncements of the Financial Accounting Standards Board (or any successor authority) and statements and pronouncements of the Governmental Accounting Standards Board (or any successor authority), in each case in effect from time to time in the United States and applicable to entities such as the County. February 14, 2017 Contra Costa County Board of Supervisors 492 -7- “Governmental Approval” means an authorization, consent, approval, permit, license, a registration or filing with any Governmental Authority. “Governmental Authority” means the government of the United States of America or any other nation or any political subdivision thereof or any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any governmental entity or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or European Central Bank), or any arbitrator, mediator or other Person with authority to bind a party at law. “Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Debt or other obligation of any other Person, whether or not such Debt or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Debt to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. “Indemnified Taxes” means Taxes other than Excluded Taxes. “Indemnitee” has the meaning set forth in Section 8.01 hereof. “Investment Policy” means the investment policy of the County delivered to the Purchaser pursuant to Section 4.01(a)(vi) hereof. “Investor Letter” has the meaning set forth in Section 9.13(c) hereof. “Law” means any treaty or any federal, regional, state and local law, statute, rule, ordinance, regulation, code, license, authorization, decision, injunction, interpretation, order or decree of any court or other Governmental Authority. February 14, 2017 Contra Costa County Board of Supervisors 493 -8- “Lease Payments” means, collectively, the Base Rental Payments and the Additional Payments. “Liabilities” has the meaning set forth in Section 8.01 hereof. “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). “Majority Bondholder” means the Bondholders with a majority of the aggregate principal amount of Bonds from time to time. As of the Effective Date, Wells Fargo Bank, National Association shall be the Majority Bondholder. “Margin Stock” has the meaning ascribed to such term in Regulation U promulgated by the FRB, as now and hereafter from time to time in effect. “Material Adverse Effect” means: (a) a material adverse change in the financial condition of the County; (b) a material impairment of the ability of the County or the Authority to perform its respective obligations under any Related Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the County or the Authority of any Related Document to which it is a party. “Maximum Annual Rent” means, for each Rental Payment Period, [$____________] or, if the fair rental value of the Facilities has changed after the Effective Date, including through the release of Facilities pursuant to Section 2.02 of the Facilities Lease or the substitution, release or addition of real property pursuant to Section 2.03 of the Facilities Lease, the fair rental value of the Facilities for such Rental Payment Period as determined by a written appraisal of an independent appraiser or as otherwise reasonably determined by the County in accordance with the Facilities Lease. “Maximum Interest Rate” means the maximum rate of interest on the relevant obligation permitted by applicable law. “Moody’s” means Moody’s Investors Service, Inc. and any successor rating agency. “Non-Purchaser Transferee” has the meaning set forth in Section 9.13(c) hereof. “Obligations” means all amounts payable by the County and/or the Authority, and all other obligations to be performed by the County and/or the Authority, pursuant to this Agreement and the other Related Documents (including any amounts to reimburse the Purchaser for any advances or expenditures by it under any of such documents). “OFAC” has the meaning set forth in Section 5.01(aa) hereof. February 14, 2017 Contra Costa County Board of Supervisors 494 -9- “Other Taxes” has the meaning set forth in Section 3.05(a) hereof. “Parity Debt” means any Debt of the County (including, without limitation, lease revenue bonds and certificates of participation) or issued on behalf of the County that is payable directly from, and rated based on, the County’s general fund. “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56 (signed into law October 26, 2001). “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto. “Permitted Encumbrances” has the meaning set forth in the the Trust Agreement. “Person” means any individual, corporation, not for profit corporation, partnership, limited liability company, joint venture, association, professional association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other form of entity. “Plan” means, with respect to the County or the Authority, as applicable, at any time, an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained, or has within the preceding five plan years been maintained, by a member of the Controlled Group for employees of a member of the Controlled Group of which the County or the Authority, as applicable, is a part, (ii) is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group of which the County or the Authority, as applicable, is a part is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions. “Prime Rate” means on any day, the rate of interest per annum then most recently established by the Purchaser as its “prime rate.” Any such rate is a general reference rate of interest, may not be related to any other rate, and may not be the lowest or best rate actually charged by the Purchaser to any customer or a favored rate and may not correspond with future increases or decreases in interest rates charged by other lenders or market rates in general, and that the Purchaser may make various business or other loans at rates of interest having no relationship to such rate. If the Purchaser ceases to establish or publish a prime rate from which the Prime Rate is then determined, the applicable variable rate from which the Prime Rate is determined thereafter shall be instead the prime rate reported in The Wall Street Journal (or the average prime rate if a high and a low prime rate are therein reported), and the Prime Rate shall change without notice with each change in such prime rate as of the date such change is reported. Notwithstanding anything herein to the contrary, if the Prime Rate determined as provided above would be less than zero percent (0.0%), then the Prime Rate shall be deemed to be zero percent (0.0%). February 14, 2017 Contra Costa County Board of Supervisors 495 -10- “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, whether now owned or hereafter acquired. “Purchase Price” has the meaning set forth in Section 2.01(a) hereof. “Purchaser” means, initially, Wells Fargo Bank, National Association, a national banking association, and its successors and assigns, and upon the receipt from time to time by the Trustee and the County of a notice described in Section 9.13(a) from time to time means the Person designated in such notice as the Purchaser, as more fully provided in Section 9.13(a) hereof. “Purchaser Affiliate” means the Purchaser and any Affiliate of the Purchaser, and includes, without limitation, Wells Fargo Municipal Capital Strategies, LLC and Wells Fargo Securities (a trade name). “Purchaser Transferee” has the meaning set forth in Section 9.13(b) hereof. “Rating Agency” means any of S&P, Moody’s and Fitch, as applicable. “Related Documents” means this Agreement, the Trust Agreement, the Bonds, the Site Lease, the Facilities Lease and any exhibits, schedules, instruments or agreements relating thereto, as the same may be amended, modified or supplemented in accordance with the terms thereof and hereof. “Rental Payment Period” has the meaning set forth in the Facilities Lease. “Revenues” has the meaning set forth in the Trust Agreement. “S&P” means S&P Global Ratings, and any successor rating agency. “Site Lease” means the lease, entitled “Site Lease,” by and between the County and the Authority, dated as of March 1, 2017, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on [________] as document No. [_________], as originally executed and recorded or as it may from time to time be amended, supplemented, modified or restated pursuant to the provisions hereof and thereof. “State” means the State of California. “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), February 14, 2017 Contra Costa County Board of Supervisors 496 -11- whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. “Taxable Date” means the date on which interest on the Bonds is first includable in gross income of the Bondholder (including, without limitation, any previous Bondholder) thereof as a result of an Event of Taxability as such a date is established pursuant to a Determination of Taxability. “Taxable Period” has the meaning set forth in Section 3.03 hereof. “Taxable Rate” means, for each day during a Taxable Period, a rate of interest per annum equal to the product of (i) the interest rate on the Bonds for such day and (ii) 1.54. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto. “Title Company” means First American Title Insurance Company. “Trustee” has the meaning set forth in the recitals hereof. “Trust Agreement” has the meaning set forth in the recitals hereof. Section 1.02. Computation of Time Periods. In this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” Section 1.03. Construction. Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, to the singular include the plural and to the part include the whole. The word “including” shall be deemed to mean “including but not limited to,” and “or” has the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The Section headings contained in this Agreement and the table of contents preceding this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation thereof in any respect. Section, subsection and exhibit references are to this Agreement unless otherwise specified. Section 1.04. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder February 14, 2017 Contra Costa County Board of Supervisors 497 -12- shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP. If, after the Effective Date, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.05 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the County, the Authority or the Purchaser may by notice to the other party hereto, require that the Purchaser and the County and the Authority negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the County shall be the same as if such change had not been made. No delay by the County, the Authority or the Purchaser in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 1.04, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Section 1.05. Relation to Other Documents; Acknowledgment of Different Provisions of Related Documents; Incorporation by Reference. (a) Nothing in this Agreement shall be deemed to amend, or relieve the County or the Authority of its respective obligations under, any Related Document to which they are a party. Conversely, to the extent that the provisions of any Related Document allow the County or the Authority to take certain actions, or not to take certain actions, with regard for example to permitted liens, transfers of assets, maintenance of financial ratios and similar matters, the County and the Authority nevertheless shall be fully bound by the provisions of this Agreement. (b) Except as provided in subsection (c) of this Section 1.05, all references to other documents shall be deemed to include all amendments, modifications and supplements thereto to the extent such amendment, modification or supplement is made in accordance with the provisions of such document and this Agreement. (c) All provisions of this Agreement making reference to specific Sections of any Related Document shall be deemed to incorporate such Sections into this Agreement by reference as though specifically set forth herein (with such changes and modifications as may be herein provided) and shall continue in full force and effect with respect to this Agreement notwithstanding payment of all amounts due under or secured by the Related Documents, the termination or defeasance thereof or any amendment thereto or any waiver given in connection therewith, so long as this Agreement is in effect and until all Obligations are paid in full. No amendment, modification, consent, waiver or termination with respect to any of such Sections shall be effective as to this Agreement until specifically agreed to in writing by the parties hereto with specific reference to this Agreement. February 14, 2017 Contra Costa County Board of Supervisors 498 -13- ARTICLE II PURCHASE OF BONDS Section 2.01. Purchase of Bonds. (a) Purchase Price. Upon the conditions set forth in Article IV hereof and based on the representations, warranties and covenants of the County and the Authority set forth in the Trust Agreement, the Facilities Lease and herein, the Purchaser hereby agrees to purchase from the Authority and the Authority agrees to sell to the Purchaser, all, but not less than all, of the Bonds at par in an aggregate principal amount equal to [$Par Amount] for the Bonds (the “Purchase Price”). (b) Closing. On the Effective Date, the County and the Authority shall deliver to the Purchaser the documents described in Article IV hereof. Upon delivery of such documents and the satisfaction or waiver by the Purchaser of the conditions precedent set forth in Article IV hereof, the Purchaser will pay the full Purchase Price in immediately available federal funds payable to the Trustee on behalf of the County and the Authority. One fully registered Bond, in the aggregate principal amount equal to the applicable Purchase Price, shall be issued to and registered in the name of Cede & Co., nominee for DTC, as securities depository, and the beneficial interests in the Bonds so registered will be credited to such accounts with DTC as the Purchaser shall designate. ARTICLE III THE COUNTY’S AND AUTHORITY’S OBLIGATIONS Section 3.01. Payment Obligations. (a) The County or the Authority, as applicable, hereby unconditionally, irrevocably and absolutely agrees to make prompt and full payment of all payment obligations owed to the Purchaser under the Related Documents, and to pay any other Obligations owing to the Purchaser whether now existing or hereafter arising, irrespective of their nature, whether direct or indirect, absolute or contingent, with interest thereon at the rate or rates provided in such Related Documents and under such Obligations. February 14, 2017 Contra Costa County Board of Supervisors 499 -14- (b) The principal and interest on the Bonds is due and payable on each mandatory sinking fund payment date and on the maturity date in accordance with the Trust Agreement. In the event the Bondholders have not received all payments on the Bonds due on each mandatory sinking fund payment date and on the maturity date in accordance with the Trust Agreement, it shall constitute an Event of Default hereunder and under the Trust Agreement and the County and/or the Authority shall pay or cause to be paid to the Bondholders interest on the unpaid principal amount of such Bonds from such mandatory sinking fund payment date or the maturity date, as applicable, until the date all such Bonds are paid in full at a rate per annum equal to the Default Rate, payable on demand. The Bonds shall mature on the maturity date in accordance with the Trust Agreement unless, prior to such date, the Bonds are accelerated pursuant to the Trust Agreement due to an Event of Default or the Bonds are redeemed or otherwise prepaid in full prior to such date at the option of the Corporation in accordance with the Trust Agreement and Section 6.17(b) herein. Any optional redemption or prepayment shall be subject to Section 3.07 hereof. (c) The County and/or the Authority, as applicable, shall pay to the Purchaser, as Additional Payments, within thirty (30) days after demand: (i) if an Event of Default shall have occurred, all costs and expenses of the Purchaser in connection with the enforcement (whether by means of legal proceedings or otherwise) of any of its rights under this Agreement, the other Related Documents and such other documents which may be delivered in connection therewith; (ii) a fee for each amendment to this Agreement or any other Related Document or any consent or waiver by the Purchaser with respect to any Related Document, in each case, in a minimum amount of $2,500 plus the reasonable fees and expenses of counsel to the Purchaser; (iii) the reasonable fees and out-of-pocket expenses for counsel or other reasonably required consultants to the Purchaser in connection with advising the Purchaser as to its rights and responsibilities under this Agreement and the other Related Documents in connection with responding to requests from the County or the Authority for approvals, consents and waivers; and (iv) any amounts advanced by or on behalf of the Purchaser to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or any Related Document, together with interest at the Default Rate. In addition, if at any time any Governmental Authority shall require revenue or other documentary stamps or any other tax in connection with the execution or delivery of this Agreement or other Related Documents, then, if the County and/or the Authority lawfully may pay for such stamps, taxes or fees, the County and/or the Authority, as applicable, shall pay as Additional Payments, when due and payable, for all such stamps, taxes and fees, including interest and penalties thereon, and the County and the Authority agree to save the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay of the February 14, 2017 Contra Costa County Board of Supervisors 500 -15- County and/or the Authority in paying, or omission of the County and/or the Authority to pay, such stamps, taxes and fees hereunder. Section 3.02. Default Rate. Upon the occurrence and during the continuance of an Event of Default, the Obligations shall bear interest at the Default Rate, which shall be payable by the Authority to each Bondholder (or, if applicable, the Purchaser) upon demand therefor and be calculated on the basis of a 360-day year and actual days elapsed. Notwithstanding anything to the contrary herein, upon a Determination of Taxability, the Obligations shall bear interest at the Taxable Rate rather than the Default Rate, and, together with Section 3.03 hereof, shall be the sole remedies for a breach of Section 6.24 hereof; provided that if any other Event of Default shall have occurred and be continuing (other than as a result of a breach of Section 6.24 hereof), the Obligations shall bear interest at the Default Rate. Section 3.03. Determination of Taxability. (i) In the event a Determination of Taxability occurs, to the extent not payable to each Bondholder (or to the Purchaser for the period that it was the Bondholder of any of the Bonds) under the terms of the Trust Agreement and the Bonds, the County and/or the Authority, as applicable, hereby agrees to pay as Additional Payments to the Authority or each Bondholder (or, if applicable, the Purchaser), as required pursuant to the terms of the Facilities Lease, on demand therefor (1) an amount equal to the difference between (A) the amount of interest that would have been paid to such Bondholder (or, if applicable, the Purchaser) on the Bonds during the period for which interest on the Bonds is included in the gross income of such Bondholder (or, if applicable, the Purchaser) if the Bonds had borne interest at the Taxable Rate, beginning on the Taxable Date (the “Taxable Period”), and (B) the amount of interest actually paid to the Bondholder (or, if applicable, the Purchaser) during the Taxable Period, and (2) an amount equal to any interest, penalties or charges owed by such Bondholder (or, if applicable, the Purchaser) as a result of interest on the Bonds becoming included in the gross income of such Bondholder (or, if applicable, the Purchaser), together with any and all attorneys’ fees, court costs, or other out-of-pocket costs incurred by such Bondholder (or, if applicable, the Purchaser) in connection therewith; (ii) Subject to the provisions of clause (iii) below, such Bondholder (or, if applicable, the Purchaser) shall afford the County and/or the Authority the opportunity, at its sole cost and expense, to contest any challenge to the validity of the tax exemption with respect to the interest on the Bonds, including the right to direct the necessary litigation contesting such challenge (including administrative audit appeals); provided that, in no event shall a Bondholder be required to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the County and/or the Authority or any other Person; and (iii) As a condition precedent to the exercise by the County and/or the Authority of its right to contest set forth in clause (ii) above, the County and/or the Authority, as applicable, shall, on demand, immediately reimburse such Bondholder (or, if applicable, the Purchaser), as Additional Payments, for any and all expenses (including attorneys’ fees for services that may be required or desirable, as determined by such Bondholder (or, if applicable, the Purchaser) in its sole discretion) that may be incurred by the Bondholder (or, if applicable, the Purchaser) in connection with any such contest, and shall, on demand, immediately reimburse the Bondholder (or, if applicable, the Purchaser) for any and all penalties or other charges payable by such February 14, 2017 Contra Costa County Board of Supervisors 501 -16- Bondholder (or, if applicable, the Purchaser) for failure to include such interest in its gross income. Section 3.04. Maximum Interest Rate. (i) If the amount of interest payable for any period in accordance with the terms hereof or the Bonds exceeds the amount of interest that would be payable for such period had interest for such period been calculated at the Maximum Interest Rate, then interest for such period shall be payable in an amount calculated at the Maximum Interest Rate. (ii) Any interest that would have been due and payable for any period but for the operation of the immediately preceding subclause (i) shall accrue and be payable as provided in this subclause (ii) and shall, less interest actually paid to each Bondholder for such period, constitute the “Excess Interest Amount.” If there is any accrued and unpaid Excess Interest Amount as of any date, then the principal amount with respect to which interest is payable shall bear interest at the Maximum Interest Rate until payment to each Bondholder of the entire Excess Interest Amount. (iii) Notwithstanding the foregoing, on the date on which no principal amount with respect to the Bonds remains unpaid, the County and/or the Authority, as applicable, shall pay to each Bondholder as Additional Payments a fee equal to any accrued and unpaid Excess Interest Amount. February 14, 2017 Contra Costa County Board of Supervisors 502 -17- Section 3.05. Net of Taxes, Etc. (a) Any and all payments to the Purchaser or any Bondholder by the County and/or the Authority hereunder or with respect to the Bonds shall be made free and clear of and without deduction or withholding for any and all Indemnified Taxes. If the County and/or the Authority shall be required by law to deduct or withhold any Indemnified Taxes imposed by the United States of America or any political subdivision thereof from or in respect of any sum payable hereunder or with respect to the Bonds, then (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Purchaser or such Bondholder receives an amount equal to the sum it would have received had no such deductions been made, (ii) the County and/or the Authority, as applicable, shall make such deductions and (iii) the County and/or the Authority, as applicable, shall timely pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If the County and/or the Authority shall make any payment under this Section to or for the benefit of the Purchaser or such Bondholder with respect to Indemnified Taxes and if the Purchaser or such Bondholder shall claim any credit or deduction for such Indemnified Taxes against any other taxes payable by the Purchaser or such Bondholder to any taxing jurisdiction in the United States of America then the Purchaser or such Bondholder shall pay to the County and/or the Authority, as applicable, an amount equal to the amount by which such other taxes are actually reduced; provided, that the aggregate amount payable by the Purchaser or such Bondholder pursuant to this sentence shall not exceed the aggregate amount previously paid by the County and/or the Authority with respect to such Indemnified Taxes. In addition, the County and/or the Authority, as applicable, agree to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of the United States of America or any state of the United States from any payment made hereunder or under the Bonds or from the execution or delivery of this Agreement or the Bonds, or otherwise with respect to this Agreement or the Bonds (hereinafter referred to as “Other Taxes”). The Purchaser or such Bondholder shall provide to the County and the Authority within a reasonable time a copy of any written notification it receives with respect to Indemnified Taxes or Other Taxes owing by the County and/or the Authority to the Purchaser or such Bondholder hereunder; provided, that the Purchaser or such Bondholder’s failure to send such notice shall not relieve the County and/or the Authority, as applicable, of its obligation to pay such amounts hereunder. (b) The County and/or the Authority, as applicable, shall, to the fullest extent permitted by law and subject to the provisions hereof, pay the Purchaser or such Bondholder for the full amount of Indemnified Taxes and Other Taxes, as Additional Payments, including any Indemnified Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section paid by the Purchaser or such Bondholder or any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted; provided, that the County and/or the Authority, as applicable, shall not be obligated to pay the Purchaser or such Bondholder for any penalties, interest or expenses relating to Indemnified Taxes or Other Taxes arising from the Purchaser or such Bondholder’s gross negligence or willful misconduct. The Purchaser or such Bondholder agrees to give notice to the County and the Authority of the assertion of any claim against the Purchaser or such Bondholder relating to such Indemnified Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; February 14, 2017 Contra Costa County Board of Supervisors 503 -18- provided, that the Purchaser or such Bondholder’s failure to notify the County and the Authority promptly of such assertion shall not relieve the County and the Authority, as applicable, of its obligation under this Section. Payments by the County or the Authority, as applicable, pursuant to this Section shall be made within thirty (30) days from the date the Purchaser or such Bondholder makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. The Purchaser or such Bondholder agrees to repay to the County or the Authority, as applicable, any refund (including that portion of any interest that was included as part of such refund) with respect to Indemnified Taxes or Other Taxes paid by the County or the Authority pursuant to this Section received by the Purchaser or such Bondholder for Indemnified Taxes or Other Taxes that were paid by the County or the Authority pursuant to this Section and to contest, with the cooperation and at the expense of the County of the Authority, any such Indemnified Taxes or Other Taxes which the Purchaser or such Bondholder or the County or the Authority reasonably believes not to have been properly assessed. (c) Within thirty (30) days after the date of any payment of Indemnified Taxes by the County or the Authority, as applicable, the County or the Authority, as applicable, shall furnish to the Purchaser or such Bondholder, as applicable, the original or a certified copy of a receipt evidencing payment thereof. (d) Without prejudice to the survival of any other agreement of the County or the Authority hereunder, the agreements and obligations of the County or the Authority, as applicable, contained in this Section shall survive the termination of this Agreement and the payment in full of the Bonds and the obligations of the County and the Authority thereunder and hereunder for a period of three (3) years following termination of this Agreement. Section 3.06. Obligations Absolute. The payment obligations of the County and/or the Authority, as applicable, under this Agreement shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances. Notwithstanding this Section, the Purchaser acknowledges the County and/or the Authority, as applicable, may have the right to bring a cause of action with respect to certain circumstances, such as any lack of validity or enforceability of this Agreement, the Bonds or any other Related Documents. The County’s and the Authority’s payment obligations shall remain in full force and effect pending the final disposition of any such action. All fees payable pursuant to this Agreement shall be deemed to be fully earned when due and non-refundable when paid. Notwithstanding anything to the contrary herein, nothing contained in this Section 3.06 shall abrogate or otherwise affect the rights of the County pursuant to Section 3.06 of the Facilities Lease. Section 3.07. Breakage Fee. In addition to the redemption of the Bonds required under Section 6.17(b) hereof, the Bonds may be prepaid pursuant to Section 4.01 and Section 4.02 of the Trust Agreement in whole or in part at any time upon at least thirty (30) Business Days’ prior written notice to the Purchaser specifying the amount of prepayment. In the event the County pursuant to this Section redeems the Bonds in whole or in part, the County shall, at the time of such prepayment, pay to the Purchaser as Additional Payments the interest accrued to the date of February 14, 2017 Contra Costa County Board of Supervisors 504 -19- prepayment plus an additional fee or redemption premium equal to the “Breakage Fee” as described in Exhibit B hereto (the “Breakage Fee”). Notwithstanding the foregoing, no Breakage Fee shall apply in connection with an extraordinary redemption of the Bonds under Section 4.01 of the Trust Agreement. Section 3.08. Nature of Obligations. (a) Notwithstanding the foregoing or any other term or payment obligation set forth herein, the obligations of the Authority under this Agreement are a special obligation of the Authority payable solely from the Revenues and Additional Payments. (b) Notwithstanding the foregoing or any other term or payment obligation set forth herein, the County shall have no obligation to make Lease Payments in any Rental Payment Period under the Facilities Lease in excess of the maximum annual fair market rental value of the Facilities for such period. The County hereby represents and warrants that its obligations to make Lease Payments and the obligations of the County under this Agreement are payable in accordance with the provisions of the Facilities Lease as Lease Payments (subject to the preceding sentence) and the amounts on deposit with the Trustee and held by the Trustee under the Trust Agreement. The County further represents and warrants that the obligations of the County under the Facilities Lease to make the Lease Payments are payable from the General Fund of the County and any other legally available funds of the County. ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE OF BONDS Section 4.01. Documentary Requirements. The obligation of the Purchaser to purchase the Bonds is subject to the conditions precedent that the Purchaser shall have received, on or before the Effective Date, the items listed below in this Section, each dated and in form and substance as is satisfactory to the Purchaser. (a) The following County and Authority authorizing resolutions and financial information: (i) copies of the resolutions of the governing body of the County approving the execution and delivery of the Related Documents to which the County is a party, approving the form of the Related Documents to which it is not a party and the other matters contemplated hereby, certified by a County Representative as being true and complete and in full force and effect on the Effective Date; (ii) copies of the resolutions of the governing body of the Authority approving the execution and delivery of the Related Documents to which the Authority is a party, approving the form of the Related Documents to which it is not a party and the other matters contemplated hereby, certified by an Authority Representative as being true and complete and in full force and effect on the Effective Date; (iii) the audited annual financial statements of the County for the Fiscal Year ended June 30, 2016; and February 14, 2017 Contra Costa County Board of Supervisors 505 -20- (iv) a copy of the County’s Investment Policy in effect as of the Effective Date. (b) The following financing documents: (i) an executed original or certified copy, as applicable, of each of the Related Documents; and (ii) a specimen copy of the Bond. (c) The following opinions, dated the Effective Date and addressed to the Purchaser or on which the Purchaser is otherwise expressly authorized to rely: (i) from counsel to the County, opinions as to the due authorization, execution and delivery of the Related Documents to which the County is a party, no pending (with service of process of the County complete) litigation (to such counsel’s knowledge) against and naming the County challenging any of the Related Documents or the issuance of the Bonds, and such other customary matters as the Purchaser may reasonably request; (ii) from counsel to the Authority, opinions as to the due authorization, execution and delivery of the Related Documents to which the Authority is a party, no pending (with service of process of the Authorityy complete) litigation (to such counsel’s knowledge) against and naming the Authority challenging any of the Related Documents or the issuance of the Bonds and such other customary matters as the Purchaser may reasonably request; and (iii) from Bond Counsel, opinions to the effect that the Related Documents to which the County and/or the Authority are a party constitute the valid and binding obligations of the County and/or the Authority, as the case may be, and the interest on the Bonds is excludable from gross income for federal income tax purposes and such other customary matters as the Purchaser may reasonably request. (d) The following documents and other information: (i) a certificate dated the Effective Date and executed by a County Representative certifying (A) that there has been no event or circumstance since June 30, 2016, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) that the representations and warranties contained in Article V hereof and the other Related Documents are true and correct in all material respects on the Effective Date and (C) no event has occurred and is continuing, or would result from entry into this Agreement, which would constitute a Default or Event of Default; (ii) a certificate dated the Effective Date and executed by an Authority Representative certifying (A) that there has been no event or circumstance since June 30, February 14, 2017 Contra Costa County Board of Supervisors 506 -21- 2016, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) that the representations and warranties contained in Article V hereof and the other Related Documents are true and correct in all material respects on the Effective Date and (C) no event has occurred and is continuing, or would result from entry into this Agreement, which would constitute a Default or Event of Default; (iii) (x) a certificate dated the Effective Date and executed by a County Representative certifying the names and signatures of the persons authorized to sign, on behalf of the County, the Related Documents to which it is a party and the other documents to be delivered by it hereunder or thereunder and (y) a certificate dated the Effective Date and executed by an Authority Representative certifying the names and signatures of the persons authorized to sign, on behalf of the Authority, the Related Documents to which it is a party and the other documents to be delivered by it hereunder or thereunder; (iv) a certificate of the County that the fair rental value of the Facilities for each Base Rental Period is at least equal to maximum Lease Payments to be made under the Facilities Lease in any Rental Payment Period; (v) true and correct copies of all Governmental Approvals, if any, necessary for the County and the Authority to execute, deliver and perform the Related Documents to which it is a party; (vi) evidence of the County’s hazard and rental interruption insurance for the Facilities and such other insurance in form and substance satisfactory to the Purchaser. (vii) an ALTA extended coverage leasehold policy of title insurance (2006) (or a commitment therefor), issued by the Title Company and in favor of the Trustee, in an amount not less than the aggregate principal amount of the Bonds, subject only to such exceptions as shall be acceptable to the Purchaser, with such endorsements and affirmative coverages as may be reasonably required by the Purchaser, and otherwise in form and substance satisfactory to the Purchaser and its counsel; (viii) recent evidence that the unenhanced long-term debt rating assigned by Moody’s and S&P to any Parity Debt is at least “Aa3” and “AA+,” respectively; and (ix) evidence that a CUSIP number has been obtained and reserved from Standard & Poor’s CUSIP Service for the Bond. Section 4.02. Litigation. The Purchaser shall have received a written description of all actions, suits or proceedings pending, with service of process on the County or the Authority complete, against the County or the Authority in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body which could reasonably be expected to result in a Material Adverse Effect, if any, and such information with respect thereto as the Purchaser may reasonably request. February 14, 2017 Contra Costa County Board of Supervisors 507 -22- Section 4.03. Other Matters. All other legal matters pertaining to the execution and delivery of this Agreement and the Related Documents shall be satisfactory to the Purchaser and its counsel, and the Purchaser shall have received such other statements, certificates, agreements, documents and information with respect to the County, the Authority and the other parties to the Related Documents and matters contemplated by this Agreement as the Purchaser may reasonably request. Section 4.04. Payment of Fees and Expenses. On or prior to the Effective Date, the Purchaser shall have received reimbursement of the following fees and expenses of the Purchaser: (i) the reasonable fees and expenses of Chapman and Cutler LLP, as counsel to the Purchaser; and (ii) any fee payable to the California Debt and Investment Advisory Commission by the Purchaser with respect to the Bonds. ARTICLE V REPRESENTATIONS AND WARRANTIES Section 5.01. Representations of the County. The County makes the following representations and warranties to each Bondholder: (a) Existence and Power. The County is a county organized and validly existing under the Constitution and general laws of the State and has the power and authority to own its properties and to carry on its businesses as now being conducted and as currently contemplated to be conducted hereafter and is duly qualified to do business in each jurisdiction in which the character of the properties owned or leased by it or in which the transactions of any material portion of its business (as now conducted and as currently contemplated to be conducted) makes such qualification necessary. (b) Due Authorization. (i) The County has the corporate power, and has taken all necessary corporate action to authorize the Related Documents to which it is a party, and to execute, deliver and perform its obligations under this Agreement and each of the other Related Documents to which it is a party in accordance with their respective terms. The County has approved the form of the Related Documents to which it is not a party. (ii) The County is duly authorized and licensed to own its Property and to operate its business under the laws, rulings, regulations and ordinances of all Governmental Authorities having the jurisdiction to license or regulate such Property or business activity and the departments, agencies and political subdivisions thereof, and the County has obtained all requisite approvals of all such governing bodies required to be obtained for such purposes. All Governmental Approvals necessary for the County to enter into this Agreement and the other Related Documents and to perform the transactions contemplated hereby and thereby and to conduct its business activities and own its property have been obtained and remain in full force February 14, 2017 Contra Costa County Board of Supervisors 508 -23- and effect and are subject to no further administrative or judicial review. No other Governmental Approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the County of this Agreement or the due execution, delivery or performance by the County of the Related Documents. (c) Valid and Binding Obligations. This Agreement has been duly executed and delivered by one or more duly authorized officers of the County, and each of the Related Documents to which the County is a party, when executed and delivered by the County will be, a legal, valid and binding obligation of the County enforceable in accordance with its terms, except as such enforceability may be limited by (a) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) Non-contravention; Compliance with Law. (i) The execution, delivery and performance of this Agreement and each of the other Related Documents in accordance with their respective terms do not and will not (A) contravene the County’s authorizing legislation, (B) require any consent or approval of any creditor of the County, (C) violate any Laws (including, without limitation, Regulations T, U or X of the FRB, or any successor regulations), (D) conflict with, result in a breach of or constitute a default under any contract to which the County is a party or by which it or any of its Property may be bound, including, without limitation, the Facilities, or (E) result in or require the creation or imposition of any Lien upon or with respect to any Property now owned or hereafter acquired by the County or any Affiliate thereof, including, without limitation, the Facilities, except such Liens, if any, expressly created by a Related Document. (ii) The County is in compliance with all Laws, except for such noncompliance that, singly or in the aggregate, has not caused or is not reasonably expected to cause a Material Adverse Effect. (e) Pending Litigation and Other Proceedings. There is no action, suit or proceeding pending in any court, any other governmental authority with jurisdiction over the County or any arbitration in which service of process has been completed against the County or, to the knowledge of the County, any other action, suit or proceeding pending in which service of process has been completed against the County in any court, any other governmental authority with jurisdiction over the County or any arbitrator, in either case against the County or any of its properties or revenues, or any of the Related Documents to which it is a party, which if determined adversely to the County would materially and adversely affect the rights, security, interests or remedies of the Purchaser hereunder or under any of the other Related Documents or which is reasonably likely to result in a Material Adverse Effect, except any action, suit or proceeding which has been brought prior to the Effective Date as to which the Purchaser has received an opinion of counsel satisfactory to the Purchaser, in form and substance satisfactory to the Purchaser and the Purchaser’s legal counsel, to the effect that such action, suit or proceeding is without substantial merit. February 14, 2017 Contra Costa County Board of Supervisors 509 -24- (f) Financial Statements. The audited financial statements of the County as at June 30, 2016, and the related consolidated statement of activities and changes in net assets and the consolidated statement of cash flows for the Fiscal Year then ended, and accompanying notes thereto, which financial statements, accompanied by the audit report of [____________], nationally recognized independent public accountants, heretofore furnished to the Purchaser, which are consistent, except to the extent stated therein, in all material respects with the audited financial statements of the County for the Fiscal Year ended June 30, 2015, fairly present the financial condition of the County in all material respects as of such dates and the results of its operations for the periods then ended in conformity with GAAP. Since June 30, 2016, there has been no material adverse change in the financial condition or operations of the County that could reasonably be expected to result in a Material Adverse Effect. (g) Employee Benefit Plan Compliance. Except as previously disclosed in writing to the Purchaser, the County has no funding liability or obligation currently due and payable with respect to any employee benefit plan which could reasonably be expected to result in a Material Adverse Effect. The County and each employee benefit plan is in compliance in all material respects with the terms of any such plan and applicable law related thereto. Neither the County nor a member of the Controlled Group is subject to ERISA or maintains a Plan. (h) No Defaults. No default by the County has occurred and is continuing in the payment of the principal of or premium, if any, or interest on any Parity Debt. No bankruptcy, insolvency or other similar proceedings pertaining to the County are pending or presently contemplated. No Default or Event of Default has occurred and is continuing hereunder. No “default” or “event of default” under, and as defined in, any of the other Related Documents has occurred and is continuing. The County is not presently in default under any material agreement to which it is a party which could reasonably be expected to have a Material Adverse Effect. The County is not in violation of any material term of the authorizing legislation applicable to the County or any material term of any bond indenture or agreement to which it is a party or by which any of its Property is bound which could reasonably be expected to result in a Material Adverse Effect. (i) Insurance. The County currently maintains a system of self-insurance and extended insurance coverage with insurance companies believed by the County to be capable of performing their obligations under the respective insurance policies issued by such insurance companies to the County (as determined in its reasonable discretion) and in full compliance with the Facilities Lease and Section 6.04 hereof. (j) Title to Assets and Facilities. The County has good and marketable title to its assets except where the failure to have good and marketable title to any of its assets would not have a Material Adverse Effect. The Facilities Lease is in full force and effect. The County, as lessee under the Facilities Lease, has beneficial use and occupancy of each of the Facilities. The Trustee has not granted to the County or the Authority any waiver, indulgence or postponement of any of the County’s obligations under the Facilities Lease. There exists no event of default or event, occurrence, condition or act that, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default under the Facilities Lease. February 14, 2017 Contra Costa County Board of Supervisors 510 -25- The County has a valid and enforceable fee simple interest in the Facilities, subject only to Permitted Encumbrances. (k) Incorporation by Reference. The representations and warranties of the County contained in the other Related Documents to which the County is a party, together with the related definitions of terms contained therein, are hereby incorporated by reference in this Agreement as if each and every such representation and warranty and definition were set forth herein in its entirety, and the representations and warranties made by the County in such Sections are hereby made for the benefit of the Purchaser. No amendment to or waiver of such representations and warranties or definitions made pursuant to the relevant Related Document or incorporated by reference shall be effective to amend such representations and warranties and definitions as incorporated by reference herein without the prior written consent of the Purchaser. (l) Correct Information. All written information, reports and other papers and data with respect to the County furnished by the County to the Purchaser were, at the time the same were so furnished, correct in all material respects. Any financial, budget and other projections furnished by the County to the Purchaser were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair and reasonable in light of conditions existing at the time of delivery of such financial, budget or other projections, and represented, and as of the date of this representation, represent (subject to the updating or supplementation of any such financial, budget or other projections by any additional information provided to the Purchaser in writing, the representations contained in this Agreement being limited to financial, budget or other projections as so updated or supplemented), in the judgment of the County, a reasonable, good faith estimate of the information purported to be set forth, it being understood that uncertainty is inherent in any projections and that no assurance can be given that the results set forth in the projections will actually be obtained. No fact is known to the County that materially and adversely affects or in the future may (as far as it can reasonably foresee) materially and adversely affect the security for any of the Bonds, or the ability of the County to repay when due the Obligations, that has not been set forth in the financial statements and other documents referred to in this Section 5.01(l) or in such information, reports, papers and data or otherwise disclosed in writing to the Purchaser. The documents furnished and statements made by the County in connection with the negotiation, preparation or execution of this Agreement and the Related Documents did not, as of the date furnished or made, contain untrue statements of material facts or, when taken as a whole, omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (m) Investment Company. The County is not an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. (n) Margin Stock. The County is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds from the issuance of the Bonds will be used to purchase or carry any such Margin Stock or extend credit to others for the purpose of purchasing or carrying any such Margin Stock. February 14, 2017 Contra Costa County Board of Supervisors 511 -26- (o) Tax-Exempt Status. The County has not taken any action or omitted to take any action, and has no actual knowledge of any action taken or omitted to be taken by any other Person, which action, if taken or omitted, would adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes or the exemption of interest on the Bonds from State personal income taxes. (p) Usury. The County is authorized to enter into this Agreement and the transactions contemplated hereby by Section [____] of the California Government Code. In accordance with Section [______] of the California Government Code, the obligations of the Authority under the Related Documents and the Bonds and all other Obligations hereunder are not subject to any limitation as to maximum interest-rate. (q) Nature of Obligations. The Bonds and the other Obligations are payable from the Lease Payments appropriated from the County’s general fund. (r) Pending Legislation and Decisions. There is no amendment, or to the knowledge of the County, proposed amendment to the Constitution of the State or any State law or any administrative interpretation of the Constitution of the State or any State law, or any legislation that has passed either house of the legislature of the State, or any judicial decision interpreting any of the foregoing, the effect of which will materially and adversely affect the issuance of any of the Bonds, the security for any of the Bonds or any Obligation, the creation, organization, or existence of the County or the titles to office of any officers executing this Agreement or any Related Documents to which the County is a party or the County’s ability to repay when due its obligations under this Agreement, any of the Bonds or any other Obligation. (s) Trustee. [Wells Fargo Bank, National Association] is the duly appointed and acting Trustee for the Bonds. (t) Environmental Matters. (i) The operations of the County are, to the County’s knowledge after reasonable diligence with respect thereto, in material compliance with all of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations and are not the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, where a failure to comply with any such requirement or the need for any such remedial action could reasonably be expected to result in a Material Adverse Effect and (ii) the operations of the County with respect to the Facilities are in material compliance with all of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations and are not the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, where a failure to comply with any such requirement or the need for any such remedial action could reasonably be expected to result in a Material Adverse Effect and or a material adverse effect on the annual fair market rental value of any of the Facilities. (u) No Immunity. The County is not entitled to claim immunity on the grounds of sovereignty or other similar grounds (including, without limitation, governmental immunity) with respect to itself or its revenues (irrespective of their use or intended use) from (i) any action, February 14, 2017 Contra Costa County Board of Supervisors 512 -27- suit or other proceeding arising under or relating to this Agreement or any other Related Document, (ii) relief by way of injunction, order for specific performance or writ of mandamus or for recovery of property or (iii) execution or enforcement of any judgment to which it or the Revenues or Additional Payments might otherwise be made subject in any action, suit or proceeding relating to this Agreement or any other Related Document, and no such immunity (whether or not claimed) may be attributed to the County or the Revenues or Additional Payments. (v) No Public Vote or Referendum. To the knowledge of the County after reasonable diligence with respect thereto, there is no public vote or referendum pending, proposed or concluded, the results of which could reasonably be expected result in a Material Adverse Effect. (w) Fees Are Additional Payments. Other than the principal and interest on the Bonds which constitute Base Rental Payments under the Facilities Lease, the amounts payable by the Authority to the Purchaser and the other Bondholders hereunder constitute Additional Payments under Section 3.02 of the Facilities Lease that the County is obligated to pay to the Authority or the Trustee for payment to the Purchaser or to the Purchaser directly. (x) Fair Rental Value. The total Lease Payments for the Facilities for each Rental Payment Period do not exceed the fair rental value of the Facilities for each such period. In making such determination of fair rental value, consideration has been given to the uses and purposes which may be served by each of the Facilities and the benefits therefrom which will accrue to the County and the general public. (y) Essentiality. The Facilities are essential assets of the County necessary to serve the needs of the residents of the County. The County believes that at all times while any Lease Payments or any obligation of the County under the Related Documents remains unpaid, each of the Facilities will remain essential assets of the County. (z) Anti-Terrorism Laws. (i) The County is not in violation of any Laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Patriot Act; (ii) The County is not any of the following: (A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (B) a Person controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (C) a Person with which the Purchaser is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; February 14, 2017 Contra Costa County Board of Supervisors 513 -28- (D) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (E) a Person that is named as a “specially designated national and blocked person” on the most current list published by the Office of Foreign Asset Control (“OFAC”) or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any replacement website or other replacement official publication of such list; (iii) The County does not (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in subsection (b)(ii) above, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or (iii) engage in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. Section 5.02. Representations of the Authority. The Authority makes the following representations and warranties to each Bondholder: (a) Existence and Power. The Authority is a joint exercise of powers authority duly organized and validly existing under the laws of the State pursuant to an agreement entitled “Amended and Restated Joint Exercise of Powers Agreement,” dated June 16, 2015, by and between the County and the Contra Costa County Flood Control and Water Preservation District, and has the power and authority to own its properties and to carry on its businesses as now being conducted and as currently contemplated to be conducted hereafter and is duly qualified to do business in each jurisdiction in which the character of the properties owned or leased by it or in which the transactions of any material portion of its business (as now conducted and as currently contemplated to be conducted) makes such qualification necessary. (b) Due Authorization. (i) The Authority has the corporate power, and has taken all necessary corporate action to authorize the Related Documents to which it is a party, and to execute, deliver and perform its obligations under this Agreement and each of the other Related Documents to which it is a party in accordance with their respective terms. The Authority has approved the form of the Related Documents to which it is not a party. (ii) The Authority is duly authorized and licensed to own its Property and to operate its business under the laws, rulings, regulations and ordinances of all Governmental Authorities having the jurisdiction to license or regulate such Property or business activity and the departments, agencies and political subdivisions thereof, and the Authority has obtained all requisite approvals of all such governing bodies required to be obtained for such purposes. All Governmental Approvals necessary for the Authority to enter into this Agreement and the other Related Documents and to perform the transactions contemplated hereby and thereby and to conduct its business activities and own its property have been obtained and remain in full force and effect and are subject to no further administrative or judicial review. No other Governmental Approval or other action by, and no notice to or filing with, any Governmental Authority is February 14, 2017 Contra Costa County Board of Supervisors 514 -29- required for the due execution, delivery and performance by the Authority of this Agreement or the due execution, delivery or performance by the Authority of the Related Documents. (c) Valid and Binding Obligations. This Agreement has been duly executed and delivered by one or more duly authorized officers of the Authority, and each of the Related Documents to which the Authority is a party, when executed and delivered by the Authority will be, a legal, valid and binding obligation of the Authority enforceable in accordance with its terms, except as such enforceability may be limited by (a) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) Non-contravention; Compliance with Law. (i) The execution, delivery and performance of this Agreement and each of the other Related Documents in accordance with their respective terms do not and will not (A) contravene the Authority’s authorizing legislation, (B) require any consent or approval of any creditor of the Authority, (C) violate any Laws (including, without limitation, Regulations T, U or X of the FRB, or any successor regulations), (D) conflict with, result in a breach of or constitute a default under any contract to which the Authority is a party or by which it or any of its Property may be bound, including, without limitation, the Facilities, or (E) result in or require the creation or imposition of any Lien upon or with respect to any Property now owned or hereafter acquired by the Authority or any Affiliate thereof, including, without limitation, the Facilities, except such Liens, if any, expressly created by a Related Document. (ii) The Authority is in compliance with all Laws, except for such noncompliance that, singly or in the aggregate, has not caused or is not reasonably expected to cause a Material Adverse Effect. (e) Pending Litigation and Other Proceedings. There is no action, suit or proceeding pending in any court, any other governmental authority with jurisdiction over the Authority or any arbitration in which service of process has been completed against the Authority or, to the knowledge of the Authority, any other action, suit or proceeding pending in which service of process has been completed against the Authority in any court, any other governmental authority with jurisdiction over the Authority or any arbitrator, in either case against the Authority or any of its properties or revenues, or any of the Related Documents to which it is a party, which if determined adversely to the Authority would materially and adversely affect the rights, security, interests or remedies of the Purchaser hereunder or under any of the other Related Documents or which is reasonably likely to result in a Material Adverse Effect, except any action, suit or proceeding which has been brought prior to the Effective Date as to which the Purchaser has received an opinion of counsel satisfactory to the Purchaser, in form and substance satisfactory to the Purchaser and the Purchaser’s legal counsel, to the effect that such action, suit or proceeding is without substantial merit. (f) Employee Benefit Plan Compliance. Except as previously disclosed in writing to the Purchaser, the Authority has no funding liability or obligation currently due and payable with respect to any employee benefit plan which could reasonably be expected to result in a Material February 14, 2017 Contra Costa County Board of Supervisors 515 -30- Adverse Effect. The Authority and each employee benefit plan is in compliance in all material respects with the terms of any such plan and applicable law related thereto. Neither the Authority nor a member of the Controlled Group is subject to ERISA or maintains a Plan. (g) No Defaults. No bankruptcy, insolvency or other similar proceedings pertaining to the Authority are pending or presently contemplated. No Default or Event of Default has occurred and is continuing hereunder. No “default” or “event of default” under, and as defined in, any of the other Related Documents has occurred and is continuing. The Authority is not presently in default under any material agreement to which it is a party which could reasonably be expected to have a Material Adverse Effect. The Authority is not in violation of any material term of the authorizing legislation applicable to the Authority or any material term of any bond indenture or agreement to which it is a party or by which any of its Property is bound which could reasonably be expected to result in a Material Adverse Effect. (h) Title to Assets and Facilities. The Authority has good and marketable leasehold title to the Facilities pursuant to the Site Lease free and clear of all encumbrances, security interests, liens or other charges, except for Permitted Encumbrances. The Site Lease is in full force and effect. The Authority, as lessee under the Site Lease, is in peaceable possession of the Facilities. The Trust Agreement creates a valid first priority security interest in favor of the Trustee in the Revenues and, as of the Effective Date, all necessary action on the part of the Authority has been taken as required (other than delivery of possession or after acquired moneys, securities and instruments to the Trustee) to pledge and grant a valid security interest in the Revenues for the benefit of the Purchaser and the other Bondholders under the Trust Agreement prior to any pledge, lien, assignment or security interest of any other creditors of the Authority. The Base Rental Payments have been validly assigned by the Authority to the Trustee and no further action or approval is necessary. (i) Incorporation by Reference. The representations and warranties of the Authority contained in the other Related Documents to which the Authority is a party, together with the related definitions of terms contained therein, are hereby incorporated by reference in this Agreement as if each and every such representation and warranty and definition were set forth herein in its entirety, and the representations and warranties made by the Authority in such Sections are hereby made for the benefit of the Purchaser. No amendment to or waiver of such representations and warranties or definitions made pursuant to the relevant Related Document or incorporated by reference shall be effective to amend such representations and warranties and definitions as incorporated by reference herein without the prior written consent of the Purchaser. (j) Correct Information. All written information, reports and other papers and data with respect to the Authority furnished by the Authority to the Purchaser were, at the time the same were so furnished, correct in all material respects. Any financial, budget and other projections furnished by the Authority to the Purchaser were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair and reasonable in light of conditions existing at the time of delivery of such financial, budget or other projections, and represented, and as of the date of this representation, represent (subject to the updating or supplementation of any such financial, budget or other projections by any additional information provided to the Purchaser in writing, the representations contained in this Agreement being February 14, 2017 Contra Costa County Board of Supervisors 516 -31- limited to financial, budget or other projections as so updated or supplemented), in the judgment of the Authority, a reasonable, good faith estimate of the information purported to be set forth, it being understood that uncertainty is inherent in any projections and that no assurance can be given that the results set forth in the projections will actually be obtained. No fact is known to the Authority that materially and adversely affects or in the future may (as far as it can reasonably foresee) materially and adversely affect the security for any of the Bonds, or the ability of the Authority to repay when due the Obligations, that has not been set forth in the financial statements and other documents referred to in this Section 5.02(j) or in such information, reports, papers and data or otherwise disclosed in writing to the Purchaser. The documents furnished and statements made by the Authority in connection with the negotiation, preparation or execution of this Agreement and the Related Documents did not, as of the date furnished or made, contain untrue statements of material facts or, when taken as a whole, omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (k) Investment Company. The Authority is not an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. (l) Margin Stock. The Authority is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds from the issuance of the Bonds will be used to purchase or carry any such Margin Stock or extend credit to others for the purpose of purchasing or carrying any such Margin Stock. (m) Tax-Exempt Status. The Authority has not taken any action or omitted to take any action, and has no actual knowledge of any action taken or omitted to be taken by any other Person, which action, if taken or omitted, would adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes or the exemption of interest on the Bonds from State personal income taxes. (n) No Immunity. The Authority is not entitled to claim immunity on the grounds of sovereignty or other similar grounds (including, without limitation, governmental immunity) with respect to itself or its revenues (irrespective of their use or intended use) from (i) any action, suit or other proceeding arising under or relating to this Agreement or any other Related Document, (ii) relief by way of injunction, order for specific performance or writ of mandamus or for recovery of property or (iii) execution or enforcement of any judgment to which it or the Revenues or Additional Payments might otherwise be made subject in any action, suit or proceeding relating to this Agreement or any other Related Document, and no such immunity (whether or not claimed) may be attributed to the Authority or the Revenues or Additional Payments. (o) Usury. The Authority is authorized to enter into this Agreement and the transactions contemplated hereby by Section [_____] of the California Government Code. In accordance with Section [_____] of the California Government Code, the obligations of the Authority under the Related Documents and the Bonds and all other Obligations hereunder are not subject to any limitation as to maximum interest-rate. February 14, 2017 Contra Costa County Board of Supervisors 517 -32- (p) Anti-Terrorism Laws. (i) The Authority is not in violation of any Anti-Terrorism Laws, including the Executive Order and the Patriot Act; (ii) The Authority is not any of the following: (A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (B) a Person controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (C) a Person with which the Purchaser is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (D) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (E) a Person that is named as a “specially designated national and blocked person” on the most current list published by OFAC or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any replacement website or other replacement official publication of such list; (iii) The Authority does not (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in subsection (b)(ii) above, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or (iii) engage in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. ARTICLE VI COVENANTS OF THE COUNTY AND THE AUTHORITY The County and the Authority, as applicable, covenant and agree, until the full and final payment and satisfaction of all of the Obligations, except in any instance in which the Purchaser specially agrees in writing to any performance or noncompliance, that: Section 6.01. Existence, Etc. The County shall maintain its existence pursuant to its authorizing legislation and the laws of the State. The Authority shall maintain its existence pursuant to its Joint Exercise of Powers Agreement (described in Section 5.02(a) hereof) and the laws of the State. Section 6.02. Maintenance of Properties. Each of the County and the Authority shall, in all material respects, maintain, preserve and keep its Property, including, without limitation, the Facilities, in good repair, working order and condition (ordinary wear and tear excepted), except February 14, 2017 Contra Costa County Board of Supervisors 518 -33- to the extent that the failure to do so could reasonably be expected to result in a Material Adverse Effect. Section 6.03. Compliance with Laws; Taxes and Assessments. Each of the County and the Authority shall comply with all Laws applicable to it and its Property, including, without limitation, the Facilities, except where non-compliance could not reasonably be expected to result in a Material Adverse Effect, such compliance to include, without limitation, paying all taxes, assessments and governmental charges imposed upon it or its Property, including, without limitation, the Facilities, before the same become delinquent, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and reserves are provided therefor that in the opinion of the County or the Authority, as applicable, are adequate. Section 6.04. Insurance. The County shall maintain a system of self-insurance and extended insurance coverage with reputable insurance companies or associations believed by the County at the time of purchase of such insurance to be financially sound and in such amounts and covering such risks as are usually carried by organizations engaged in the same or similar business and similarly situated, which insurance may provide for reasonable deductibles from coverage. With respect to the Facilities: (a) The County, at all times, shall insure each of the Facilities against such risks as are customarily insured against with respect to similar facilities and against loss or damage from such hazards, against loss of use of such Facilities, and risks to the person and property of others as are usually insured or reserved against by those with rights and interests in projects similar to such Facilities. The foregoing shall be satisfied if the County maintains the insurance described in Sections 5.01 and 5.02 of the Facilities Lease. (b) The County, at all times, shall maintain, or cause to be maintained, rental interruption insurance in an amount not less than the aggregate Lease Payments for a period of twenty-four (24) months, to insure against loss of rental income from any of the Facilities caused by perils covered by the insurance required in Section 5.01 of the Facilities Lease. Such insurance shall be in place as of the Effective Date and may be maintained as part of or in conjunction with any other rental interruption insurance carried by the County. The rental interruption insurance required by this Section shall not be maintained in the form of self- insurance. (c) The County shall maintain or cause to be maintained all other insurance as required by Article V of the Facilities Lease on the Facilities. Section 6.05. Reports. The County and the Authority, as applicable, shall furnish to the Purchaser in form and detail satisfactory to the Purchaser: (a) Annual Report. The County has entered into continuing disclosure undertakings in connection with its publicly offered municipal securities pursuant to which not later than March 31 (or the next succeeding Business Day if March 31 is not a Business Day) of each year (each, a “Filing Date”) the County is obligated to file with EMMA the annual audited financial statements of the County for the prior Fiscal Year February 14, 2017 Contra Costa County Board of Supervisors 519 -34- together with the opinion of the County’s independent accountants (collectively, the “Audited Financial Statements”) which shall be available for review by the Purchaser, provided that if the County ceases to file its Audited Financial Statement with EMMA or such Audited Financial Statements are not otherwise available for review by the Purchaser, the County shall provide such Audited Financial Statements to the County on or prior to each Filing Date. The County shall provide to the Purchaser not later than each Filing Date, commencing March 31, 2018, a Compliance Certificate signed by the County Representative stating that no Default or Event of Default or Default has occurred, or if such Default or Event of Default or Default has occurred, specifying the nature of such Default or Event of Default, the period of its existence, the nature and status thereof and any remedial steps taken or proposed to correct such Default or Event of Default. (b) Budget. As soon as available, and in any event within thirty (30) days following the approval or adoption thereof, the operating budget of the County. (c) Trustee Notices. As soon as available all notices, certificates, instruments, letters and written commitments in connection with the Bonds provided to the Trustee other than those notices, certificates, instruments, letters and written commitments that relate solely to the routine issuance and payment of the Bonds. (d) Notices of Resignation of the Trustee. As promptly as practicable, written notice to the Purchaser of any resignation of the Trustee immediately upon receiving notice of the same. (e) Offering Memorandum and Material Event Notices. (A) Within ten (10) days after the issuance of any securities by or on behalf of the County with respect to which a final official statement or other offering or disclosure document has been prepared by or on behalf of the County (1) a copy of such official statement or offering circular or (2) notice that such information has been filed with EMMA and is publicly available; and (B) during any period of time the County or the Authority is subject to continuing disclosure requirements under Rule 15c2-12 promulgated pursuant to the Securities Exchange Act of 1934, as amended (17 C.F.R. Sec. 240-15c2-12), or any successor or similar legal requirement, immediately following any dissemination, distribution or provision thereof to any Person, (1) a copy of any reportable event notice (as described in b(5)(i)(C) of Rule 15c2-12) disseminated, distributed or provided in satisfaction of or as may be required pursuant to such requirements or (2) notice that such event notice has been filed with EMMA and is publicly available. (f) Notice of Default or Event of Default. (i) Promptly upon obtaining knowledge of any Default or Event of Default, or notice thereof, and in any event within five (5) days thereafter, a certificate signed by a County Representative specifying in reasonable detail the nature and period of existence thereof and what action the County has taken or proposes to take with respect thereto; (ii) promptly following a written request of the Purchaser, a certificate of a County Representative as to the existence or absence, as the case may be, of a Default or an Event of Default under this Agreement; February 14, 2017 Contra Costa County Board of Supervisors 520 -35- and (iii) promptly upon obtaining knowledge of any “default” or “event of default” as defined under any Bank Agreement, notice specifying in reasonable detail the nature and period of existence thereof and what action the County has taken or proposes to take with respect thereto. (g) Litigation. As promptly as practicable, written notice to the Purchaser of all actions, suits or proceedings pending or threatened against the County or the Authority in court or before any arbitrator of any kind or before any governmental authority which could reasonably be expected to result in a Material Adverse Effect. (h) Other Information. Such other information regarding the business affairs, financial condition and/or operations of the County and the Authority and the Facilities as the Purchaser may from time to time reasonably request. Section 6.06. Maintenance of Books and Records. The County and the Authority will keep proper books of record and account with respect to the County, the Authority and the Facilities in which full, true and correct entries in accordance with GAAP. All financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements, except as otherwise specifically prescribed herein. Except as provided in the immediately preceding sentence, in preparing any financial data or statements contemplated or referred to in this Agreement, the County and the Authority shall not vary or modify the accounting methods or principles from the accounting standards employed in the preparation of its audited financial statements described in Section 5.06 hereof. Section 6.07. Access to Books and Records. To the extent permitted by law, the County and the Authority will permit any Person designated by the Purchaser (at the expense of the Purchaser, unless and until a Default or Event of Default has occurred, at which time such expenses shall be borne by the County or the Authority, as applicable) to visit any of the offices of the County or the Authority, to examine the books and financial records (except books and financial records the examination of which by the Purchaser is prohibited by law or by attorney or client privilege) or the County or the Authority, as applicable, including minutes of meetings of any relevant governmental committees or agencies, and make copies thereof or extracts therefrom, and to discuss the affairs, finances and accounts of the County or the Authority, as applicable, with their principal officials, all at such reasonable times and as often as the Purchaser may reasonably request. Section 6.08. Compliance With Documents. Each of the County and the Authority agrees that it will perform and comply with each and every covenant and agreement required to be performed or observed by it in the Trust Agreement and each of the other Related Documents to which it is a party, which provisions, as well as related defined terms contained therein, are hereby incorporated by reference herein with the same effect as if each and every such provision were set forth herein in its entirety all of which shall be deemed to be made for the benefit of the Purchaser and shall be enforceable against the County or the Authority, as applicable. To the extent that any such incorporated provision permits the County or the Authority or any other party to waive compliance with such provision or requires that a document, opinion or other February 14, 2017 Contra Costa County Board of Supervisors 521 -36- instrument or any event or condition be acceptable or satisfactory to the County or the Authority or any other party, for purposes of this Agreement, such provision shall be complied with unless it is specifically waived by the Purchaser in writing and such document, opinion or other instrument and such event or condition shall be acceptable or satisfactory only if it is acceptable or satisfactory to the Purchaser which shall only be evidenced by the written approval by the Purchaser of the same. Except as permitted by Section 6.15 hereof, no termination or amendment to such covenants and agreements or defined terms or release of the County or the Authority with respect thereto made pursuant to the Trust Agreement or any of the other Related Documents to which the County or the Authority is a party, shall be effective to terminate or amend such covenants and agreements and defined terms or release the County or the Authority with respect thereto in each case as incorporated by reference herein without the prior written consent of the Purchaser. Notwithstanding any termination or expiration of the Trust Agreement or any such other Related Document to which the County or the Authority is a party, the County and the Authority shall continue to observe the covenants therein contained for the benefit of the Purchaser until the termination of this Agreement and the payment in full of the Bonds and all other Obligations. All such incorporated covenants shall be in addition to the express covenants contained herein and shall not be limited by the express covenants contained herein nor shall such incorporated covenants be a limitation on the express covenants contained herein. Section 6.09. Reserved. Section 6.10. Further Assurances. From time to time hereafter, the County and the Authority will execute and deliver such additional instruments, certificates or documents, and will take all such actions as the Purchaser may reasonably request for the purposes of implementing or effectuating the provisions of the Related Documents to which the County or the Authority is a party or for the purpose of more fully perfecting or renewing the rights of the Purchaser with respect to the rights, properties or assets subject to such documents (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by the County or the Authority which may be deemed to be a part thereof). Upon the exercise by the Purchaser of any power, right, privilege or remedy pursuant to the Related Documents to which the County or the Authority is a party which requires any consent, approval, registration, qualification or authorization of any governmental authority or instrumentality, the County and the Authority will, to the fullest extent permitted by law, execute and deliver all necessary applications, certifications, instruments and other documents and papers that the Purchaser may be required to obtain for such governmental consent, approval, registration, qualification or authorization. At any time, and from time to time, upon request by the Purchaser, the County and the Authority will, at the County’s expense, correct any defect, error or omission which may be discovered in the form or content of any of the Related Documents to which the County or the Authority is a party or protect the Purchaser’s interests, security, rights and remedies with respect to the Revenues and Additional Payments or its security under the Trust Agreement or hereunder. At all times, the County and the Authority will defend, preserve and protect the pledge of certain funds pursuant to the Trust Agreement and all the rights of the Purchaser hereunder and under the Trust Agreement against all claims and demands of all Persons whosoever. February 14, 2017 Contra Costa County Board of Supervisors 522 -37- Section 6.11. No Impairment. Neither the County nor the Authority will take any action, or cause the Trustee to take any action, under the Trust Agreement or any other Related Document which would materially and adversely affect the rights, interests, remedies or security of the Purchaser under this Agreement or any other Related Document or which could reasonably be expected to result in a Material Adverse Effect. Section 6.12. Application of Bond Proceeds. Neither the County nor the Authority will take or omit to take any action, which action or omission will in any way result in the proceeds from the issuance of the Bonds being applied in a manner other than as provided in the Trust Agreement. Section 6.13. Trustee. Neither the County nor the Authority will, without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld) remove, or seek to remove, the Trustee. The County and the Authority shall at all times maintain a Trustee pursuant to the terms of the Trust Agreement that is acceptable to the Purchaser. Section 6.14. Limitation on Voluntary Liens. Neither the Authority nor the County shall create a pledge, lien or charge on any part of the Facilities provided by the Trust Agreement other than the lien in favor of holders of the Bonds. The County and the Authority covenant (i) to keep the Facilities and all parts thereof free from Liens other than Permitted Encumbrances; and (ii) promptly, upon request of the Purchaser, to take such action from time to time as may be reasonably necessary or proper to remedy or cure any cloud upon or defect in the title to the Facilities or any part thereof, whether now existing or hereafter developing, to prosecute all actions, suits, or other proceedings as may be reasonably appropriate for such purpose. Section 6.15. Related Documents. Neither the County nor the Authority will amend or modify, or permit to be amended or modified in any manner whatsoever any Related Document in a manner which would materially and adversely affect the County’s or the Authority’s ability to repay Debt or which materially and adversely affects the security for the Bonds or the other Obligations or the County’s or the Authority’s ability to repay when due the Bonds or the other Obligations or the interests, security, rights or remedies of the Purchaser without the prior written consent of the Purchaser. Section 6.16. Lease Payments. The County and the Authority will not issue or authorize the issuance of any obligation payable from the Lease Payments due under the Facilities Lease other than the Bonds. Section 6.17. Redemptions. (a) The County shall provide thirty (30) days written notice to the Purchaser prior to the date of any proposed optional redemption or purchase in lieu of redemption of Bonds pursuant to the Trust Agreement. (b) The County shall cause the Bonds to be redeemed pursuant to Section 2.02(a) of the Trust Agreement in the principal amounts and by the dates specified in Schedule 6.17(b) hereto. Section 6.18. Disclosure to Participants, Purchaser Transferees and Non-Purchaser Transferees. The County and the Authority shall permit the Purchaser to disclose the financial February 14, 2017 Contra Costa County Board of Supervisors 523 -38- information received by it pursuant to this Agreement to each participant, Purchaser Transferee and Non-Purchaser Transferee pursuant to Section 9.13 of this Agreement, subject to confidentiality restrictions and use restrictions customary for financial institutions. Section 6.19. Other Agreements. In the event that the County and/or the Authority has or shall, directly or indirectly, enter into or otherwise consent to any Bank Agreement, which such Bank Agreement (or amendment thereto) provides the Person party thereto with different or more restrictive covenants, additional or different events of default and/or greater rights and remedies (excluding such greater rights or remedies that by their nature are inapplicable to continuing covenant agreements or similar facilities entered into in connection with direct purchase transactions) than are provided to the Purchaser in this Agreement (all such different or more restrictive covenants, additional and different events of default and/or greater rights or remedies are referred to herein as “Additional Rights”), then, upon the occurrence of an event of default or an event or condition that with the giving of notice or lapse of time or both would become an event of default or if the County and/or the Authority shall engage in any discussions with a creditor under a Bank Agreement in anticipation of such event of default or event or condition occurring (each such event referred to herein as a “Potential Default/Event of Default”) caused by such Additional Rights, such Additional Rights shall automatically be deemed to be incorporated into this Agreement and the Purchaser shall have the benefits of such Additional Rights so long as such Additional Rights remain in effect; provided, however, that such Additional Rights shall automatically be deemed to be incorporated into this Agreement and the Bank shall have the benefits of such Additional Rights only from and after the occurrence of any such Potential Default/Event of Default under the related Bank Agreement caused by the Additional Rights or a failure by the County and/or the Authority to comply with such Additional Rights. The County and/or the Authority, as applicable, shall promptly, upon the occurrence of Potential Default/Event of Default under the related Bank Agreement caused by such Additional Rights or a failure by the County and/or the Authority to comply with such Additional Rights, give notice thereof to the Purchaser, and enter into an amendment to this Agreement to include such Additional Rights, provided that the Purchaser shall maintain the benefit of such Additional Rights regardless of whether this Agreement is amended only so long as such Additional Rights remain in effect. Section 6.20. Immunity from Jurisdiction. To the fullest extent permitted by applicable law, with respect to its obligations arising under this Agreement or any other Related Document, each of the County and the Authority irrevocably agrees that it will not assert or claim any immunity on the grounds of sovereignty or other similar grounds (including, without limitation, governmental immunity) from (i) any action, suit or other proceeding arising under or relating to this Agreement or any other Related Document, (ii) relief by way of injunction, order for specific performance or writ of mandamus or (iii) execution or enforcement of any judgment to which it or its revenues might otherwise be entitled in any such action, suit or other proceeding, and each of the County and the Authority hereby irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and the Revenues and Additional Payments (irrespective of their use or intended use), all such immunity. Section 6.21. Swap Contracts. Without the prior written consent of the Purchaser, neither the County nor the Authority will enter into any Swap Contract relating to Debt (i) wherein any February 14, 2017 Contra Costa County Board of Supervisors 524 -39- termination payments thereunder are senior in priority of payment to the payment of the Bonds or the other Obligations or (ii) which requires the County or the Authority, as applicable, to post cash collateral to secure its obligations thereunder. Section 6.22. Budget and Appropriation. To the fullest extent permitted and/or required by State law, the County shall cause the appropriate County official(s) to take any and all ministerial actions that may be necessary to facilitate the payment of the principal of and interest on the Bonds and the payment of all other Obligations. Subject to the Facilities Lease, the County agrees to include all Lease Payments due under the Facilities Lease in each Fiscal Year in its annual budget and to make the necessary annual appropriations for all such Lease Payments, including, without limitation, upon acceleration of the Obligations pursuant to Section 7.02 hereof. The covenants on the part of the County herein contained and in the Facilities Lease shall be deemed to be and shall be construed to be duties imposed by law, and it shall be the duty of each and every public official of the County to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the County to carry out and perform such covenants and agreements. Section 6.23. Use of Purchaser’s Name. (a) Except as may be required by Law (including, but limited to, federal and state securities Laws), the neither the County nor the Authority shall use any financial information of the Purchaser’s or the Purchaser’s long or short- term debt ratings in any published materials without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld). (b) The County and the Authority agree that they shall not post any of the Related Documents or any amendment hereto or thereto on EMMA or any other website until the Purchaser or its counsel has provided redacted versions thereof or such amendment, as applicable, to the County and the Authority for posting thereon. Section 6.24. Maintenance of Tax-Exempt Status of Bonds. Neither the County nor the Authority shall take any action or omit to take any action which, if taken or omitted, could result in a Determination of Taxability. Section 6.25. ERISA. The County and the Authority shall not be, and shall not permit a member of the Controlled Group to be, subject to ERISA and shall not maintain, nor permit a member of the Controlled Group to maintain, a Plan. The County and the Authority and each employee benefit plan shall remain in compliance in all material respects with the terms of any such plan and applicable law related thereto, except to the extent that a failure to do so could reasonably be expected to result in a Material Adverse Effect. Section 6.26. Investment Policy. All investments of the County have been and will be made in accordance with the terms of the Investment Policy. Section 6.27. Environmental Laws. The County and the Authority shall (x) comply with all applicable Environmental Laws and cure any defect thereto (or cause other Persons to effect any such cure) to the extent necessary to bring any of the Facilities back into compliance with Environmental Laws and to comply with any cleanup orders issued by a Governmental Authority February 14, 2017 Contra Costa County Board of Supervisors 525 -40- having jurisdiction thereover and (y) take all reasonable action to prevent any material adverse effect on or reduction of the fair market rental value of any of the Facilities or any other Material Adverse Effect to occur as a result of the Authority’s or the County’s operation of any of the Facilities. The County and the Authority shall at all times use commercially reasonable efforts to render or maintain each of the Facilities safe and fit for their respective intended uses. The County and the Authority shall also immediately notify the Purchaser of any actual or alleged material failure to so comply with or perform, or any material breach, violation or default under any Environmental Law with respect to any of the Facilities. Section 6.28. Federal Reserve Board Regulations. The County shall not use any portion of the proceeds of the Purchase Price of the Bonds for the purpose of carrying or purchasing any Margin Stock and shall not incur any Debt which is to be reduced, retired or purchased by the County out of such proceeds. Section 6.29. Underlying Rating. The County shall at all times maintain a rating on its long-term unenhanced Parity Debt from at least two Rating Agencies. The County covenants and agrees that it shall not at any time withdraw any long-term unenhanced rating on its Parity Debt from any of Fitch, Moody’s or S&P if the effect of such withdrawal would be to cure a Default or an Event of Default under this Agreement. Section 6.30. Repayment of Purchaser and other Bondholders. (a) If at any time any amount is owing on the Bonds or any other amount is owing to the Purchaser and the other Bondholders hereunder, and the County and the Authority are unable, or reasonably foresee that they will be unable, to increase Lease Payments in an amount sufficient to pay the Purchaser, the staff of the County and the Authority shall use their respective best efforts to either: (i) provide for the substitution of new real property for one or more of the Facilities, such new real property to have a fair rental value sufficient to support Lease Payments sufficient to pay the amounts owing on the Bonds and all other Obligations owing to the Purchaser and the other Bondholders hereunder, (ii) support the issuance of bonds or other certificates of participation sufficient in value to pay the debt service on the Bonds and pay all other Obligations owing to the Purchaser and the other Bondholders hereunder or (iii) request an appropriation, from the County’s General Fund of legally available funds in an amount sufficient to pay all debt service on the Bonds and to pay all other Obligations owing to the Purchaser and the other Bondholders hereunder. (b) Upon receipt of notice from the Purchaser of the acceleration of the Obligations pursuant to Section 7.02 hereof, the Authority shall increase the Lease Payments under the Facilities Lease in each Rental Payment Period to the Maximum Annual Rent. (c) The County and the Authority agree to extend the term of the Site Lease and/or the Facilities Lease in accordance with Section 2 thereof and Section 2.02 thereof, respectively, if on the stated expiration thereof, any amounts remain owing on the Bonds or hereunder. Section 6.31. Disaster Relief. If any of the Facilities are damaged by an earthquake, or other disaster or emergency is declared by a local government, the Governor of the State of California, or the President of the United States, the Office of Emergency Services, the Federal February 14, 2017 Contra Costa County Board of Supervisors 526 -41- Emergency Management Agency, or other similar agency, the County and/or the Authority, as applicable, shall apply for federal, state and local disaster relief funds in the maximum amount permitted under federal, state and local law, respectively, and apply all such designated funds received as required under the Facilities Lease. Section 6.32. Voluntary Rent Abatement. Except as permitted by State law and the terms of the Facilities Lease, the County shall not seek or assert a claim for abatement of rental payments under the Facilities Lease. Section 6.33. Operation and Maintenance of the Facilities. To the extent funds are legally available, the County shall maintain and preserve each of the Facilities and all buildings, facilities and equipment constituting any part of the Facilities with respect to facilities of like size and character. The County shall not abandon or vacate any of the Facilities, except as permitted by the Facilities Lease. The County shall from time to time make all necessary and proper repairs, renewals and replacements to each of the Facilities, consistent with the protection of the Purchaser. If any event shall occur such that abatement is authorized under the Facilities Lease, the [Executive Director] of the Authority and the [_______] of the County shall use their best efforts to bring forward at the earliest possible date a plan to mitigate any such abatement for consideration of the Authority Board and the County Council, respectively. Section 6.34. Compliance with Laws; Taxes and Assessments. The County and the Authority will not violate any laws, rules, regulations or governmental orders to which it is subject, which violation involves a reasonable likelihood of materially and adversely affecting its financial condition, business or results of operations. Section 6.35. Fair Rental Value. In the event that fair rental value of the Facilities is not sufficient to make the Lease Payments and/or Additional Payments required pursuant to this Agreement and the Trust Agreement, such unpaid Lease Payments and/or Additional Payments shall be deferred until such time as the fair rental value of the Facilities will support payment of such unpaid Lease Payments and/or Additional Payments. Section 6.36. Substitution or Removal of Property; Sale and Transfers. (a) The County and the Authority will not substitute or remove (other than pursuant to Section 2.02 or Section 2.03 of the Facilities Lease) or cause the substitution or removal (other than pursuant to Section 2.02 or Section 2.03 of the Facilities Lease) of any portion of the Facilities subject to the leasehold under the Facilities Lease without the prior written consent of the Purchaser (such consent to not be unreasonably withheld or delayed), and otherwise satisfying the conditions precedent to such substitution or removal set forth in Section 2.02 or Section 2.03 of the Facilities Lease, as applicable. (b) The County and the Authority will not transfer, sell, lease, convey or otherwise dispose of, any interest in the Facilities, except for those permitted by the terms of the Related Documents. February 14, 2017 Contra Costa County Board of Supervisors 527 -42- ARTICLE VII EVENTS OF DEFAULT Section 7.01. Events of Default. The occurrence of any of the following events (whatever the reason for such event and whether voluntary, involuntary, or effected by operation of Law) shall be an “Event of Default” hereunder, unless waived in writing by Purchaser: (a) the Authority shall fail to pay the principal of or interest on any Bond when due; (b) the County or the Authority shall fail to pay any Obligation (other than the Authority’s obligation to pay the principal of or interest on the Bonds) and such failure shall continue for three (3) Business Days; (c) any representation or warranty made by or on behalf of the County or the Authority in this Agreement or in any other Related Document or in any certificate or statement delivered hereunder or thereunder shall be incorrect or untrue in any material respect when made or deemed to have been made or delivered; (d) the County or the Authority, as applicable, shall default in the due performance or observance of any of the covenants set forth in Section 6.01, 6.11, 6.15, 6.16, 6.20, 6.21, 6.22, 6.28, 6.29, 6.32 or 6.36 hereof; (e) the County or the Authority, as applicable, shall default in the due performance or observance of any other term, covenant or agreement contained in this Agreement or any other Related Document and such default shall remain unremedied for a period of thirty (30) days after the earlier to occur of the date on which (i) the County or the Authority has actual knowledge of such default or (ii) the Purchaser provides notice to the County or the Authority of such default; provided, however, that if such default can be cured by the County or the Authority within a reasonable time period and so long as the County or the Authority is proceeding diligently within such thirty (30) days to remedy such default, such curative period shall be extended up to an an additional thirty (30) days so as to permit such default to be cured; (f) the County or the Authority shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) become insolvent or shall not pay, or be unable to pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading February 14, 2017 Contra Costa County Board of Supervisors 528 -43- denying the material allegations of any such proceeding filed against it, (vi) take any corporate action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in Section 7.01(g) of this Agreement; (g) a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the County or the Authority or any substantial part of its Property, or a proceeding described in Section 7.01(f)(v) shall be instituted against the County or the Authority and such proceeding continues undischarged or any such proceeding continues undismissed or unstayed for a period of thirty (30) or more days; (h) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt of the County or the Authority by the County or the Authority or any Governmental Authority with appropriate jurisdiction; (i) (i) any provision of this Agreement or any Related Document related to (A) payment of principal of or interest on the Bonds or (B) the validity or enforceability of the pledge of the Revenues or any other pledge or security interest created by the Trust Agreement shall at any time for any reason cease to be valid and binding on the County or the Authority as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction, or shall be declared, in a final non-appealable judgment by any court of competent jurisdiction, to be null and void, invalid or unenforceable; (ii) the validity or enforceability of any material provision of this Agreement or any Related Document related to (A) payment of principal of or interest on the Bonds or any Parity Debt, or (B) the validity or enforceability of the pledge of the Revenues or any other pledge or security interest created by the Trust Agreement shall be publicly contested by the [identify appropriate County officials] of the County or the [identify appropriate Authority officials] of the Authority; or (iii) any other material provision of this Agreement or any other Related Document, other than a provision described in clause (i) above, shall at any time for any reason cease to be valid and binding on the County or the Authority as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or shall be declared in a final non-appealable judgment by any court with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof shall be publicly contested by the County or the Authority; (j) dissolution or termination of the existence of the County or the Authority; (k) the County or the Authority, as applicable, shall (i) default on the payment of the principal of or interest on any Cross-Default Parity Debt beyond the period of grace, if any, provided in the instrument or agreement under which such Cross-Default Parity Debt was created or incurred; or (ii) default in the observance or performance of February 14, 2017 Contra Costa County Board of Supervisors 529 -44- any agreement or condition relating to any Cross-Default Parity Debt or contained in any instrument or agreement evidencing, securing or relating thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Cross-Default Parity Debt was created or incurred, provided that the County or the Authority shall have actual knowledge of such default, the effect of which default is to cause or permit to cause (determined without regard to whether any notice is required) any such Cross- Default Parity Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Cross-Default Parity Debt; (l) the County or the Authority, as applicable, shall (i) default on the payment of the principal of or interest on any Parity Debt (excluding any Cross-Default Parity Debt) issued in an original principal amount of $25,000,000 or more beyond the period of grace, if any, provided in the instrument or agreement under which such Parity Debt was created or incurred; or (ii) default in the observance or performance of any agreement or condition relating to any Parity Debt (excluding any Cross-Default Parity Debt) issued in an original principal amount of $25,000,000 or more or contained in any instrument or agreement evidencing, securing or relating thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Parity Debt was created or incurred, provided that the County or the Authority shall have actual knowledge of such default, the effect of which default is to cause or permit to cause (determined without regard to whether any notice is required) any such Parity Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Parity Debt; (m) any final, unappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, which are not covered in full by insurance, with written acknowledgement of such coverage having been provided by the provider of such insurance coverage to the Purchaser, in an aggregate amount not less than $25,000,000 shall be entered or filed against the County or the Authority or against any of their Property and remain unpaid pursuant to the terms of the applicable judgment, unvacated, unbonded or unstayed for a period of ninety (90) days; (n) any “event of default” under any Related Document (as defined respectively therein) shall have occurred; or (o) any of Fitch, Moody’s or S&P shall have downgraded its rating of any long-term unenhanced Parity Debt to below “BBB+” (or its equivalent), “Baa1” (or its equivalent), or “BBB+” (or its equivalent) respectively, or suspended or withdrawn its rating of the same. February 14, 2017 Contra Costa County Board of Supervisors 530 -45- Section 7.02. Consequences of an Event of Default. If an Event of Default specified in Section 7.01 hereof shall occur and be continuing, the Purchaser may take one or more of the following actions at any time and from time to time (regardless of whether the actions are taken at the same or different times): (a) by written notice to the Trustee, the County and the Authority, declare the outstanding amount of the Obligations under this Agreement (including, without limitation, the Bonds but solely in accordance with Section 7.02(b) hereof) to be immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue; (b) deliver a written notice to the Trustee, the County and the Authority that an Event of Default has occurred and is continuing and direct the Trustee, the County and the Authority, as applicable, to cause an acceleration of the Bonds or take such other remedial action as is provided for in the Trust Agreement); provided, however, that from and after the occurrence of an Event of Default, the outstanding Bonds shall be paid or caused to be paid by the Authority in each year in an amount equal to the Maximum Annual Rent for the related Rental Payment Period less any other amounts paid hereunder or under the Trust Agreement in accordance with the terms hereof and thereof; provided further, however, that payments of Base Rental under the Facilities Lease shall not be accelerated; (c) either personally or by attorney or agent without bringing any action or proceeding, or by a receiver to be appointed by a court in any appropriate action or proceeding, take whatever action at law or in equity may appear necessary or desirable to collect the amounts due and payable under the Related Documents or to enforce performance or observance of any obligation, agreement or covenant of the County and/or the Authority under the Related Documents, whether for specific performance of any agreement or covenant of the County or in aid of the execution of any power granted to the Purchaser in the Related Documents; (d) cure any Default, Event of Default or event of nonperformance hereunder or under any Related Document; provided, however, that the Purchaser shall have no obligation to effect such a cure; and (e) exercise, or cause to be exercised, any and all remedies as it may have under the Related Documents (other than as provided for in Section 7.02(b) hereof) and as otherwise available at law and at equity; provided, however, that notwithstanding any acceleration of the Bonds, the Purchaser, the Authority and the County acknowledge that Lease Payments may not be accelerated under the Facilties Lease. Section 7.03. Remedies Cumulative; Solely for the Benefit of Purchaser. To the extent permitted by, and subject to the mandatory requirements of, applicable Law, each and every February 14, 2017 Contra Costa County Board of Supervisors 531 -46- right, power and remedy herein specifically given to the Purchaser in the Related Documents shall be cumulative, concurrent and nonexclusive and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy (whether specifically herein given or otherwise existing) may be exercised from time to time and as often and in such order as may be deemed expedient by the Purchaser, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. The rights and remedies of the Purchaser specified herein are for the sole and exclusive benefit, use and protection of the Purchaser, and the Purchaser is entitled, but shall have no duty or obligation to the County, the Authority, the Trustee or any other Person or otherwise, to exercise or to refrain from exercising any right or remedy reserved to the Purchaser hereunder or under any of the other Related Documents. Section 7.04. Waivers or Omissions. No delay or omission by the Purchaser in the exercise of any right, remedy or power or in the pursuit of any remedy shall impair any such right remedy or power or be construed to be a waiver of any default on the part of the Purchaser or to be acquiescence therein. No express or implied waiver by the Purchaser of any Event of Default shall in any way be a waiver of any future or subsequent Event of Default. Section 7.05. Discontinuance of Proceedings. In case the Purchaser shall proceed to invoke any right, remedy or recourse permitted hereunder or under the Related Documents and shall thereafter elect to discontinue or abandon the same for any reason, the Purchaser shall have the unqualified right so to do and, in such event, the County, the Authority and the Purchaser shall be restored to their former positions with respect to the Obligations, the Related Documents and otherwise, and the rights, remedies, recourse and powers of the Purchaser hereunder shall continue as if the same had never been invoked. ARTICLE VIII INDEMNIFICATION Section 8.01. Indemnification. In addition to any and all rights of reimbursement, indemnification, subrogation or any other rights pursuant hereto or under law or equity, the County and the Authority hereby agree (to the extent permitted by law), as Additional Payments, to indemnify and hold harmless the Purchaser and each other Bondholder and its officers, directors and agents (each, an “Indemnitee”) from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever (including reasonable attorneys’ fees) which may incur or which may be claimed against an Indemnitee by any Person or entity whatsoever (collectively, the “Liabilities”) by reason of or in connection with (a) the execution and delivery or transfer of, or payment or failure to pay under, any Related Document; (b) the issuance and sale of the Bonds; and (c) the use of the proceeds of the Bonds; provided that neither the County nor the Authority shall be required to indemnify an Indemnitee for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused February 14, 2017 Contra Costa County Board of Supervisors 532 -47- by the willful misconduct or gross negligence of such Indemnitee. Nothing under this Section 8.01 is intended to limit the County’s and Authority’s payment of the Obligations. Section 8.02. Survival. The obligations of the County and the Authority under this Article VIII shall survive the payment of the Bonds and the termination of this Agreement. ARTICLE IX MISCELLANEOUS Section 9.01. Patriot Act Notice; Government Regulations. (a) The Purchaser hereby notifies the County and the Authority that pursuant to the requirements of the Patriot Act it is required to obtain, verify and record information that identifies the County and the Authority, which information includes the name and address of the County and the Authority and other information that will allow the Purchaser to identify the County and the Authority in accordance with the Patriot Act. Each of the County and the Authority hereby agrees that it shall promptly provide such information upon request by the Purchaser. (b) The County and the Authority each hereby represents and warrants and covenants and agrees (i) that it is not and shall not be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by OFAC or the Department of the Treasury or included in any executive orders, that prohibits or limits the Purchaser from making any advance or extension of credit to the County or the Authority or from otherwise conducting business with the County or the Authority and (ii) to ensure that the proceeds of the extensions of credit hereunder shall not be used to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto. Section 9.02. Further Assurances. From time to time upon the request of either party hereto, the other shall promptly and duly execute, acknowledge and deliver any and all such further instruments and documents as the requesting party may in its reasonable discretion deem necessary or desirable to confirm this Agreement, and the other Related Documents, to carry out the purpose and intent hereof and thereof or to enable the requesting party to enforce any of its rights hereunder or thereunder. At any time, and from time to time, upon request by the Purchaser, the County and/or the Authority, as applicable, will, at its respective expense, (a) correct any defect, error or omission which may be discovered in the form or content of any of the Related Documents, and (b) make, execute, deliver and record, or cause to be made, executed, delivered and recorded, any and all further instruments, certificates, and other documents as may, in the opinion of the Purchaser, be necessary or desirable in order to complete, perfect or continue and preserve the Lien of the Trust Agreement. Upon any failure by the County or the Authority to do so, the Purchaser or the Trustee may make, execute and record any and all such instruments, certificates and other documents for and in the name of the County and/or the Authority, as applicable, all at the sole expense of the County or the Authority, as applicable, and the County and the Authority hereby appoint the Purchaser and the Trustee the agent and attorney-in-fact of the County and the Authority to do so, this appointment being coupled with an interest and being irrevocable. In addition, at any time, and from time to time, upon request by the Purchaser or the Trustee, the County and/or the Authority, as applicable, February 14, 2017 Contra Costa County Board of Supervisors 533 -48- will, at its respective expense, provide any and all further instruments, certificates and other documents as may, in the opinion of the Purchaser or the Trustee, be necessary or desirable in order to verify the County’s and the Authority’s identity and background in a manner satisfactory to the Purchaser or the Trustee, as the case may be. Section 9.03. Amendments and Waivers; Enforcement. The Purchaser, the County and the Authority may from time to time enter into agreements amending, modifying or supplementing this Agreement or the other Related Documents or changing the rights of the Purchaser or the County hereunder or thereunder, and the Purchaser may from time to time grant waivers or consents to a departure from the due performance of the obligations of the County hereunder or thereunder. Any such agreement, waiver or consent must be in writing and shall be effective only to the extent specifically set forth in such writing. In the case of any such waiver or consent relating to any provision hereof, any Default or Event of Default so waived or consented to shall be deemed to be cured and not continuing, but no such waiver or consent shall extend to any other or subsequent Default or Event of Default or impair any right consequent thereto. Section 9.04. No Implied Waiver; Cumulative Remedies. No course of dealing and no delay or failure of the Purchaser in exercising any right, power or privilege under this Agreement or the other Related Documents shall affect any other or future exercise thereof or exercise of any right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of the Purchaser under this Agreement are cumulative and not exclusive of any rights or remedies which the Purchaser would otherwise have under any Related Document, at law or in equity. Section 9.05. Notices. All notices, requests, demands, directions and other communications (collectively “notices”) under the provisions of this Agreement shall be in writing (including facsimile communication), unless otherwise expressly permitted hereunder, and shall be sent by first-class mail or overnight delivery and shall be deemed received as follows: (i) if by first class mail, five (5) days after mailing; (ii) if by overnight delivery, on the next Business Day; (iii) if by telephone, when given to a person who confirms such receipt; and (iv) if by facsimile, when confirmation of receipt is obtained. All notices shall be sent to the applicable party at the following address or in accordance with the last unrevoked written direction from such party to the other parties hereto: The Authority: County of Contra Costa Public Financing Authority c/o County Administrator’s Office County of Contra Costa County Administration Building 651 Pine Street, 10th Floor Martinez, California 94553 Facsimile: (925) 646-1353 Telephone: (925) 335-1080 February 14, 2017 Contra Costa County Board of Supervisors 534 -49- The County: County of Contra Costa County Administration Building 651 Pine Street, 10th Floor Martinez, California 94553 Attention: Clerk of Board of Supervisors Facsimile: (925) 646-1353 Telephone: (925) 335-1080 The Purchaser: Wells Fargo Bank, National Association 100 West Washington Street, 20th Floor Phoenix, Arizona 85003 Attention: Bradley Schroeder Facsimile: (877) 302-2804 Telephone: (602) 378-5755 with a copy to: Wells Fargo Municipal Capital Strategies, LLC ________________________________ ________________________________ Attention: Readie Callahan Facsimile: Telephone: The Trustee: Wells Fargo Bank, National Association 1700 Lincoln Street, 10th Floor Denver, Colorado 80203 Attention: Corporate Trust Services Facsimile: ( ) [________] Telephone: (415) 371-2651 The Purchaser may rely on any notice (including telephone communication) purportedly made by or on behalf of the other, and shall have no duty to verify the identity or authority of the Person giving such notice, unless such actions or omissions would amount to gross negligence or intentional misconduct. Section 9.06. Right of Setoff. (a) Upon the occurrence of an Event of Default, the Purchaser or any other Bondholder may, at any time and from time to time, without notice to the County or any other person (any such notice being expressly waived), set off and appropriate and apply against and on account of any Obligations under this Agreement, without regard to whether or not the Purchaser or such Bondholder shall have made any demand therefor, and although such Obligations may be contingent or unmatured, any and all deposits (general or special, including but not limited to deposits made pursuant to this Agreement and Debt evidenced by certificates of deposit, whether matured or unmatured, but not including trust February 14, 2017 Contra Costa County Board of Supervisors 535 -50- accounts, such as restricted donor accounts) and any other Debt at any time held or owing by such Bondholder to or for the credit or the account of any or all of the County (b) Each Bondholder agrees promptly to notify the County after any such set-off and application referred to in subsection (a) above, provided that the failure to give such notice shall not affect the validity of such set-off and application. Subject to the provisions of subsection (a) above, the rights of a Bondholder under this Section 9.06 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Bondholder may have. Section 9.07. No Third-Party Rights. Nothing in this Agreement, whether express or implied, shall be construed to give to any Person other than the parties hereto and the Bondholders any legal or equitable right, remedy or claim under or in respect of this Agreement, which is intended for the sole and exclusive benefit of the parties hereto. Section 9.08. Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. Section 9.09. Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PROVISIONS. (b) EACH PARTY HERETO CONSENTS TO AND SUBMITS TO IN PERSONAM JURISDICTION AND VENUE IN THE STATE OF CALIFORNIA AND IN THE FEDERAL DISTRICT COURTS WHICH ARE LOCATED IN THE STATE OF CALIFORNIA. EACH PARTY ASSERTS THAT IT HAS PURPOSEFULLY AVAILED ITSELF OF THE BENEFITS OF THE LAWS OF THE STATE OF CALIFORNIA AND WAIVES ANY OBJECTION TO IN PERSONAM JURISDICTION ON THE GROUNDS OF MINIMUM CONTACTS, WAIVES ANY OBJECTION TO VENUE, AND WAIVES ANY PLEA OF FORUM NON CONVENIENS. THIS CONSENT TO AND SUBMISSION TO JURISDICTION IS WITH REGARD TO ANY ACTION RELATED TO THIS AGREEMENT. REGARDLESS OF WHETHER THE PARTY’S ACTIONS TOOK PLACE IN THE STATE OF CALIFORNIA OR ELSEWHERE IN THE UNITED STATES, THIS SUBMISSION TO JURISDICTION IS NONEXCLUSIVE, AND DOES NOT PRECLUDE EITHER PARTY FROM OBTAINING JURISDICTION OVER THE OTHER IN ANY COURT OTHERWISE HAVING JURISDICTION. (c) TO THE EXTENT PERMITTED BY APPLICABLE LAWS, EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE RELATED DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. IF AND TO THE EXTENT THAT THE FOREGOING WAIVER OF THE RIGHT TO A JURY TRIAL IS UNENFORCEABLE FOR ANY REASON IN SUCH FORUM, EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE ADJUDICATION OF ALL CLAIMS PURSUANT TO JUDICIAL REFERENCE AS PROVIDED IN CALIFORNIA CODE OF CIVIL February 14, 2017 Contra Costa County Board of Supervisors 536 -51- PROCEDURE SECTION 638, AND THE JUDICIAL REFEREE SHALL BE EMPOWERED TO HEAR AND DETERMINE ALL ISSUES IN SUCH REFERENCE, WHETHER FACT OR LAW. EACH OF THE PARTIES HERETO REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER AND CONSENT AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS AND CONSENTS TO JUDICIAL REFERENCE FOLLOWING CONSULTATION WITH LEGAL COUNSEL ON SUCH MATTERS. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT OR TO JUDICIAL REFERENCE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 AS PROVIDED HEREIN. (d) The covenants and waivers made pursuant to this Section 9.09 shall be irrevocable and unmodifiable, whether in writing or orally, and shall be applicable to any subsequent amendments, renewals, supplements or modifications of this Agreement. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. Section 9.10. Prior Understandings. This Agreement and the other Related Documents supersede all other prior understandings and agreements, whether written or oral, among the parties hereto relating to the transactions provided for herein and therein. Section 9.11. Duration. All representations and warranties of the County and the Authority contained herein or made in connection herewith shall survive the making of and shall not be waived by the execution and delivery of this Agreement or the other Related Documents. All covenants and agreements of the County and the Authority contained herein shall continue in full force and effect from and after the date hereof until the Obligations have been fully discharged. Section 9.12. Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Section 9.13. Successors and Assigns. (a) Successors and Assigns Generally. This Agreement is a continuing obligation and shall be binding upon the County and the Authority, their successors, transferees and assigns and shall inure to the benefit of the Bondholders and their respective permitted successors, transferees and assigns. Neither the County nor the Authority may assign or otherwise transfer any of their respective rights or obligations hereunder without the prior written consent of the Purchaser. Each Bondholder may, in its sole discretion and in accordance with applicable Law, from time to time assign, sell or transfer in whole or in part, this Agreement, its interest in the Bonds and the Related Documents in accordance with the provisions of paragraph (b) or (c) of this Section. Each Bondholder may at any time and from time to time enter into participation agreements in accordance with the provisions of paragraph (d) of this Section. Each Bondholder may at any time pledge or assign a security interest subject to the restrictions of paragraph (e) of this Section. Wells Fargo Bank, National Association shall be the Purchaser hereunder until such time as the Majority Bondholder designates an alternate Person to serve as the Purchaser hereunder by delivery of written notice to the County, the Authority and the Trustee and such February 14, 2017 Contra Costa County Board of Supervisors 537 -52- Person accepts and agrees to act as the Purchaser hereunder and under the Related Documents. The Majority Bondholder may so designate an alternate Person to act as the Purchaser from time to time. Upon acceptance and notification thereof to the County, the Authority and the Trustee, the successor to the Purchaser for such purposes shall thereupon succeed to and become vested with all of the rights, powers, privileges and responsibilities of the Purchaser, and Wells Fargo Bank, National Association or any other Person being replaced as the Purchaser shall be discharged from its duties and obligations as the Purchaser hereunder. (b) Sales and Transfers by Bondholder to a Purchaser Transferee. Without limitation of the foregoing generality, a Bondholder may at any time sell or otherwise transfer to one or more transferees all or a portion of the Bonds to a Person that is (i) a Purchaser Affiliate or (ii) a trust or other custodial arrangement established by the Purchaser or a Purchaser Affiliate, the owners of any beneficial interest in which are limited to “qualified institutional buyers” as defined in Rule 144A promulgated under the 1933 Act (each, a “Purchaser Transferee”). From and after the date of such sale or transfer, Wells Fargo Bank, National Association (and its successors) shall continue to have all of the rights of the Purchaser hereunder and under the other Related Documents as if no such transfer or sale had occurred; provided, however, that (A) no such sale or transfer referred to in clause (b)(i) or (b)(ii) hereof shall in any way affect the obligations of the Purchaser hereunder, (B) the County, the Authority and the Trustee shall be required to deal only with the Purchaser with respect to any matters under this Agreement and (C) in the case of a sale or transfer referred to in clause (b)(i) or (b)(ii) hereof, only the Purchaser shall be entitled to enforce the provisions of this Agreement against the County and the Authority. (c) Sales and Transfers by Bondholder to a Non-Purchaser Transferee. Without limitation of the foregoing generality, a Bondholder may at any time sell or otherwise transfer to one or more transferees which are not Purchaser Transferees but each of which constitutes a “qualified institutional buyer” as defined in Rule 144A promulgated under the 1933 Act (each a “Non-Purchaser Transferee”) all or a portion of the Bonds if (A) written notice of such sale or transfer, including that such sale or transfer is to a Non-Purchaser Transferee, together with addresses and related information with respect to the Non-Purchaser Transferee, shall have been given to the County, the Authority, the Trustee and the Purchaser (if different than the Bondholder) by such selling Bondholder and Non-Purchaser Transferee, and (B) the Non-Purchaser Transferee shall have delivered to the County, the Authority, the Trustee and the selling Bondholder, an investment letter in substantially the form delivered by the Purchaser on the Effective Date (the “Investor Letter”). From and after the date the County, the Authority, the Trustee and the selling Bondholder have received written notice and an executed Investor Letter, (A) the Non-Purchaser Transferee thereunder shall be a party hereto and shall have the rights and obligations of a Bondholder hereunder and under the other Related Documents, and this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to effect the addition of the Non-Purchaser Transferee, and any reference to the assigning Bondholder hereunder and under the other Related Documents shall thereafter refer to such transferring Bondholder and to the Non-Purchaser Transferee to the extent of their respective interests, and (B) if the transferring February 14, 2017 Contra Costa County Board of Supervisors 538 -53- Bondholder no longer owns any Bonds, then it shall relinquish its rights and be released from its obligations hereunder and under the Related Documents. (d) Participations. The Purchaser shall have the right to grant participations in all or a portion of the Purchaser’s interest in the Bonds, this Agreement and the other Related Documents to one or more other banking institutions; provided, however, that (i) no such participation by any such participant shall in any way affect the obligations of the Purchaser hereunder and (ii) the County, the Authority and the Trustee shall be required to deal only with the Purchaser, with respect to any matters under this Agreement, the Bonds and the other Related Documents and no such participant shall be entitled to enforce any provision hereunder against the County or the Authority, as applicable. (e) Certain Pledges. The Purchaser may at any time pledge or grant a security interest in all or any portion of its rights under the Bonds, this Agreement and the Related Documents to secure obligations of the Purchaser, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Purchaser from any of its obligations hereunder or substitute any such pledgee or assignee for the Purchaser as a party hereto. Section 9.14. No Advisory or Fiduciary Responsibility. In connection with all aspects of the transactions contemplated by this Agreement and the Related Documents (including in connection with any amendment, waiver or other modification of this Agreement or of any Related Document), the County and the Authority acknowledge and agree that: (a)(i) any arranging, structuring and other services regarding this Agreement and the Related Documents provided by the Purchaser or any Affiliate of the Purchaser are arm’s length commercial transactions between the County and/or the Authority on the one hand, and the Purchaser and any Affiliate of the Purchaser on the other hand, (ii) the County and the Authority have consulted their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the County and the Authority are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Related Documents; (b)(i) the Purchaser and each Affiliate of the Purchaser is and has been acting solely as a principal and has not been, is not, and will not be acting as an advisor, agent or fiduciary for the County, the Authority or any other Person and (ii) neither the Purchaser nor any Affiliate of the Purchaser has any obligation to the County or the Authority with respect to the transactions contemplated by this Agreement and the Related Documents, except those obligations expressly set forth herein; and (c) the Purchaser and each Affiliate of the Purchaser may be engaged in a broad range of transactions that involve interests that differ from those of the County and/or the Authority, and neither the Purchaser nor any Affiliate of the Purchaser has any obligation to disclose any of such interests to the County or the Authority. To the fullest extent permitted by Applicable Laws, the County and the Authority hereby waive and release any claims that they may have against the Purchaser and each Affiliate of the Purchaser with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of the transactions contemplated by this Agreement and the Related Documents. February 14, 2017 Contra Costa County Board of Supervisors 539 -54- Section 9.15. Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Section 9.16. Electronic Signatures. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. The parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means; “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a “pdf” (portable document format) or other replicating image attached to an e-mail message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] February 14, 2017 Contra Costa County Board of Supervisors 540 Signature Page to Continuing Covenant Agreement IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the Effective Date. WELLS FARGO BANK, NATIONAL ASSOCIATION By: ____________________________________ Name: ______________________________ Title: _______________________________ COUNTY OF CONTRA COSTA By: ____________________________________ Name: ______________________________ Title: _______________________________ COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: ____________________________________ Name: ______________________________ Title: _______________________________ February 14, 2017 Contra Costa County Board of Supervisors 541 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE This Compliance Certificate (this “Certificate”) is furnished to Wells Fargo Bank, National Association (the “Purchaser”) pursuant to the Continuing Covenant Agreement dated as of March 1, 2017 (the “Agreement”), among the County of Contra Costa (the “County”), the County of Contra Costa Financing Authority and Purchaser. Unless otherwise defined herein, the terms used in this Certificate shall have the meanings assigned thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected [chief financial officer] of the County; 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the County during the accounting period covered by the attached financial statements; 3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; [and] 4. The financial statements required by Section 6.05 of the Agreement and being furnished to you concurrently with this certificate fairly represent the consolidated financial condition of the County in accordance with GAAP as of the dates and for the periods covered thereby. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the County has taken, is taking, or proposes to take with respect to each such condition or event: _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ February 14, 2017 Contra Costa County Board of Supervisors 542 A-2 The foregoing certifications and the financial statements delivered with this Certificate in support hereof, are made and delivered this _________ day of _______________, 20__. COUNTY OF CONTRA COSTA By ____________________________________ Name: ______________________________ Title: _______________________________ February 14, 2017 Contra Costa County Board of Supervisors 543 EXHIBIT B Upon the occurrence of a Break Event, the Breakage Fee shall be calculated and paid as follows: “Break Date” means any date that an optional redemption is made. “Break Event” means any optional redemption. “Calculation Agent” will be Wells Fargo Bank, National Association. If for any reason Wells Fargo Bank, National Association is unable or unwilling to calculate the Breakage Fee, the Calculation Agent shall be an independent financial advisor or investment banker appointed by the County with the consent of the Purchaser. “Day Count Fraction” is the anticipated basis on which interest at the Fixed Rate is to be computed on each of the Bonds. The Day Count Fraction utilizes a 360-day year and consisting of twelve 30-day months. “Reference Rate” means the [Reference Rate%]. “Scheduled Due Date” means each date specified on the Amortization Schedule attached as Schedule I hereto. “Schedule of Principal Amount” is the anticipated principal amount of the Bonds scheduled to be outstanding on the date the Bond is funded and on the Scheduled Due Date. The Schedule of Principal Amounts for the Scheduled Due Dates is specified on the Amortization Schedule attached as Schedule I hereto. 1. In connection with any Break Event, a Breakage Fee shall be paid by the County if the Breakage Fee is a positive number. No Breakage Fee shall be payable for a Break Event if the Breakage Fee for that Break Event is a negative number. Breakage Fees will be determined by the Calculation Agent, on the Business Day next preceding any Break Date and will be calculated for the Bonds as follows: “Breakage Fee” for any Break Event is the difference of: (i) the sum of the present values of a series of amounts computed for each Scheduled Due Date after the Break Date through the Maturity Date for the Bond, each of which amounts is equal to the product of (A) the Affected Principal Amount for the Affected Principal Period ending on the Scheduled Due Date, times (B) the Reference Rate, times (C) the Day Count Fraction for such Affected Principal Period, minus February 14, 2017 Contra Costa County Board of Supervisors 544 C-2- (ii) the sum of the present values of a series of amounts computed for each Scheduled Due Date after the Break Date through the Maturity Date for the Bond, each of which amounts is equal to the product of (A) the Affected Principal Amount for the Affected Principal Period ending on the Scheduled Due Date, times (B) the Break Rate, times (C) the Day Count Fraction for such Affected Principal Period, where: (1) the “Calculation Agent” computes such present values by discounting each such series of amounts described in clause (i) and (ii) above from the Scheduled Due Date to the Break Date using a series of discount factors corresponding to the Scheduled Due Date as determined by the Calculation Agent from the swap yield curve that the Calculation Agent would use as of the Break Date in valuing a series of fixed rate interest rate swap payments similar to such series of amounts; (2) the “Affected Principal Amount” for an Affected Principal Period is the principal amount of the Bonds reflected in the Schedule of Principal Amounts scheduled to be outstanding during that Affected Principal Period determined as of the relevant Break Date by the reference to such Schedule of Principal Amounts before giving effect to any Break Event on that Break Date, and for any Break Event, multiplying each such principal amount times the Prepayment Fraction; (3) “Affected Principal Period” is each period from and including a Scheduled Due Date to but excluding the next succeeding Scheduled Due Date; provided, however, if the Break Date is not a Scheduled Due Date, the initial Affected Principal Period shall be the period from and including the Break Date to but excluding the next succeeding Scheduled Due Date and the Affected Principal Period for such initial Affected Principal Period shall be the amount stated in the Schedule of Principal Amounts outstanding for the Scheduled Due Date next preceding the Break Date; (4) “Prepayment Fraction” means, for each Scheduled Due Date, a fraction the numerator of which is the amount of the credit to be applied pursuant to the applicable provisions of the Bond and the Trust Agreement to reduce the amount of the prepayment otherwise due on such date and the denominator of which is the amount of the payment otherwise due on such date (without regard to such credit); and (5) “Break Rate” means, for any Break Date, and with respect to each Bond, the fixed rate the Calculation Agent determines is representative of what swap dealers would be willing to pay to the Calculation Agent (or, if required to be cleared under the Commodity Exchange Act or a Commodity Futures Trading Commission rule or regulation promulgated thereunder, to a swap clearinghouse) as fixed rate payors on a semi-annual basis in return for receiving one-month LIBOR-based payments monthly under interest rate swap transactions that would commence on such Break Date, and mature on, or as close as commercially practicable to, the Maturity Date for such Bond; February 14, 2017 Contra Costa County Board of Supervisors 545 C-3- 2. The Calculation Agent shall determine the Breakage Fee hereunder in good faith using such methodology as the Calculation Agent deems appropriate under the circumstance, and the Calculation Agent’s determination shall be conclusive and binding in the absence of manifest error. February 14, 2017 Contra Costa County Board of Supervisors 546 SCHEDULE I AMORTIZATION SCHEDULE Scheduled Date Schedule of Principal Amounts February 14, 2017 Contra Costa County Board of Supervisors 547 RECOMMENDATION(S): AUTHORIZE the Public Works Director, or designee, to advertise for the 2017 on-call grinding services Contract(s) for Various Road Maintenance Work, Contract No. 0672-6U2123-17, for routine maintenance and repair of existing road pavement, Countywide. FISCAL IMPACT: 100% Local Road Funds. BACKGROUND: The Public Works Department will use the 2017 on-call Grinding Services Contract(s) for Various Road Maintenance Work to provide support, as needed, to Public Works maintenance crews for the removal of damaged asphalt concrete in support of pavement maintenance operations in various locations within Contra Costa County. The Public Works Department intends to award at least one $200,000 contract, but not more than two $200,000 contracts, to the responsible bidder(s). Each contract will have a term of one-year with the option of two one-year extensions, and used as needed with no minimum amount that has to be spent. CONSEQUENCE OF NEGATIVE ACTION: Where pavement grinding services are required, the Public Works Department may be unable to complete routine road maintenance work in a timely manner. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jerome Gonsalvez, 925-313-7006 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 2 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:February 14, 2017 Contra Costa County Subject:Advertise the 2017 On-Call Grinding Services Contract(s) for Various Road Maintenance Work February 14, 2017 Contra Costa County Board of Supervisors 548 RECOMMENDATION(S): AUTHORIZE the Public Works Director, or designee, to advertise for the 2017 on-call sweeping services Contract(s) for Various Road Maintenance Work, Contract No. 0672-6U2301-17, for routine maintenance of existing road pavement, Countywide. FISCAL IMPACT: 100% Local Road Funds. BACKGROUND: The Public Works Department will use the 2017 On-Call Sweeping Services Contract(s) for Various Road Maintenance Work to provide supplemental sweeping services, as needed, to Public Works maintenance crews for various routine road maintenance repairs in various locations within Contra Costa County. The Public Works Department intends to award at least one $200,000 contract, but not more than four $200,000 contracts, to the responsible bidder(s). Each contract will have a term of one-year with the option of two one-year extensions, and used as needed with no minimum amount that has to be spent. CONSEQUENCE OF NEGATIVE ACTION: Where sweeping services are required, the Public Works Department may be unable to complete routine road maintenance work in a timely manner. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jerome Gonsalvez, 925-313-7006 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 1 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:February 14, 2017 Contra Costa County Subject:Advertise the 2017 On-Call Sweeping Services Contract(s) for Various Road Maintenance Work February 14, 2017 Contra Costa County Board of Supervisors 549 RECOMMENDATION(S): APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kevin Emigh (925) 313-2233 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 3 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:February 14, 2017 Contra Costa County Subject:Declare an emergency for the repair of the Alhambra Valley Road Washout. (Pinole area, Project No. 0672-6U6201) February 14, 2017 Contra Costa County Board of Supervisors 550 RECOMMENDATION(S): (CONT'D) > ADOPT Resolution No. 2017/62 finding and declaring that an emergency exists and AUTHORIZE the Public Works Director to proceed in the most expeditious manner with the Alhambra Valley Road Washout Repair Project, Pinole area. (District 1) 1. FIND, based on the evidence set forth below, pursuant to Public Contract Code Section 22035 and 22050, that an emergency exists, that the emergency will not permit a delay resulting from the normal procedures for solicitation of bids and contract award, and the action described in this order is necessary to respond to the emergency. 2. DELEGATE to the Public Works Director the authority to proceed in the most expeditious manner to repair the Alhambra Valley Road washout at Pinole Creek in the Pinole area. 3. DIRECT the Public Works Director to make periodic reports to the Board of Supervisors, as required by the Public Contract Code 22050, to enable the Board of Supervisors to review the emergency action and to determine whether there is a need to continue the emergency action. 4. WAIVE the County’s Outreach Program requirements for contracts, equipment, services, and supplies procured for the above project. 5. DETERMINE that the project is exempt from the California Environmental Quality Act (CEQA) under Section 15269 of the State CEQA Guidelines. 6. DIRECT the Department of Conservation and Development Director, or designee, to file a Notice of Exemption with the County Clerk. 7. AUTHORIZE the Public Works Director or designee to arrange for payment of a $25 fee to the Department of Conservation and Development for processing the Notice of Exemption, and a $50 fee to the County Clerk for filing the Notice of Exemption. 8. . FISCAL IMPACT: The total cost of the project is unknown at this time, but is not expected to exceed $4,000,000. The project will be funded by Local Road Funds (100%). The project may be eligible for partial or full reimbursement under the state of emergency declared by Governor Brown on January 23, 2017, to secure funding to help communities respond to and recover from severe winter storms that have caused flooding, mudslides, erosion, debris flow and damage to roads and highways. BACKGROUND: In the 1930’s a 9-foot diameter metal pipe culvert was installed under Alhambra Valley Road just east of Castro Ranch Road in unincorporated Contra Costa County to convey Pinole Creek flows. Over the years, the culvert experienced storm damage, including a partial washout in 1982. The creek embankment at the culvert was reinforced and repaired in the past, most recently in 1997 and then in 1998. On or about January 10, 2017, after a heavy storm the culvert and roadway completely washed out creating a gap in Alhambra Valley Road that is the width of the road and over 60 feet in length and 20 feet deep. This washout required Alhambra Valley Road to be closed between Bear Creek Road and Castro Ranch Road. The repair work requires removal of debris, excavation, installation of a new drainage conveyance system, backfill, construction of embankment and new pavement, new guardrail and pavement striping. If the Public Works Department were to follow its normal design and bidding process for construction projects, the resulting delays would keep the road out of service, potentially compromise public safety, and result in more extensive damage, environmental impacts, and increased repair costs. February 14, 2017 Contra Costa County Board of Supervisors 551 Going forward, the Public Works Department anticipates the following tasks and timelines in order to complete the project and put the road back in service: Perform hydraulic analysis and select new drainage conveyance system by February 28, 2017. Solicit bids from contractors and award contract by April 1, 2017 Begin emergency repairs by May 1, 2017 or sooner if conditions allow The Alhambra Valley Road Washout Repair Project is exempt from the California Environmental Quality Act (California Public Resources Code section 21000 et seq.) pursuant to Section 15269 of the State CEQA Guidelines (14 California Code Regulations section 14000 et seq.). A proclamation of local emergency was signed by Contra Costa County Administrator David Twa on January 19, 2017, and ratified by the Board of Supervisors in a special meeting on January 26, 2017. CONSEQUENCE OF NEGATIVE ACTION: If the above recommendation is not adopted, the Public Works Director will not be authorized to execute emergency contracts to perform expedient repairs, and there will be danger to the public’s safety in allowing Alhambra Valley Road to remain unrepaired. The road will remain closed adversely affecting traffic circulation. The Public will not be able to use this vital transportation link, and local residents will continue to be impaired in terms of public safety response time. AGENDA ATTACHMENTS Resolution No. 2017/62 MINUTES ATTACHMENTS Signed: Resolution No. 2017/62 February 14, 2017 Contra Costa County Board of Supervisors 552 February 14, 2017 Contra Costa County Board of Supervisors 553 RECOMMENDATION(S): ADOPT Resolution No. 2017/42 approving the Final Map and Subdivision Agreement for subdivision SD13-09352, for a project being developed by Civic Property Group, Inc., Sole Member, Driftwood Community, LLC, as recommended by the Public Works Director, Bay Point area. (District V) FISCAL IMPACT: No fiscal impact. BACKGROUND: The Public Works Department has reviewed the conditions of approval for subdivision SD13-09352 and has determined that all conditions of approval for Final Map approval have been satisfied. CONSEQUENCE OF NEGATIVE ACTION: The Final Map and the Subdivision Agreement will not be approved and recorded. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jocelyn LaRocque, 925-313-2315 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Sherri Reed, Design&Construction, Francisco Avila, DCD, Denova Homes, First American C. 4 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:February 14, 2017 Contra Costa County Subject:APPROVE the Final Map and Subdivision Agreement for subdivision SD13-09352, Bay Point area. February 14, 2017 Contra Costa County Board of Supervisors 554 AGENDA ATTACHMENTS Resolution No. 2017/42 Final Map SD13-9352 Subdivision Agreement SD13-9352 Improvement Security Bond for Subdivision Agreement Tax Letter Tax Bond MINUTES ATTACHMENTS Signed: Resolution No. 2017/42 February 14, 2017 Contra Costa County Board of Supervisors 555 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 02/14/2017 by the following vote: AYE: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/42 IN THE MATTER OF approving the Final Map and Subdivision Agreement for subdivision SD13-09352, for a project being developed by Civic Property Group, Inc., Sole Member, Driftwood Community, LLC, as recommended by the Public Works Director, Bay Point area. (District V) WHERE AS, the following documents were presented for board approval this date: I. Map The Final Map of subdivision SD13-09352, property located in the Bay Point area, Supervisoral District V, said map having been certified by the proper officials. II. Subdivision Agreement A subdivision agreement with Civic Property Group, Inc.,Sole Member, Driftwood Community, LLC, principal, whereby agrees to complete all improvements as required in said subdivision agreement within 2 years from the date of said agreement. Accompanying said subdivision agreement is security guaranteeing completion of said improvements as follows: A. Cash Bond Performance amount: $18,000 Auditor's Deposit Permit No. 729170 Date:January 31, 2017 Submitted by: Driftwood Community, LLC B. Surety Bond Bond Company: Developers Surety and Indemnity Company Bond Number: 651213S Date: January 12, 2017 Performance Amount: $1,715,000 Labor & Materials Amount: $866,500 Principal: Driftwood Community, LLC III. Tax Letter Letter from the County Tax Collector stating there are no unpaid County taxes heretofore levied on the property included in said map and that the 2016-2017 tax lien has been paid in full and the 2017-2018 tax lien, which became a lien on the first day of January 2017, is estimated to be $10,700, with security guaranteeing payment of said tax lien as follows: - Tax Surety Bond Company: Developers Surety and Indemnity Company Bond Number: 651911S Date: January 18, 2017 Amount: $10,700 Submitted by/Principal: Driftwood Community, LLC NOW, THEREFORE, BE IT RESOLVED: That said subdivision, together with the provisions for its design and improvements, is DETERMINED to be consistent with the County's general and specific plans. 1. That said Final Map is APPROVED and this Board does hereby accept subject to installation and acceptance of improvements on behalf of the public any of the streets, paths, or easements shown thereon as dedicated to public use. 2. That said subdivision agreement is also APPROVED.3. Contact: Jocelyn LaRocque, 925-313-2315 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors 5 February 14, 2017 Contra Costa County Board of Supervisors 556 By: Stacey M. Boyd, Deputy cc: Sherri Reed, Design&Construction, Francisco Avila, DCD, Denova Homes, First American February 14, 2017 Contra Costa County Board of Supervisors 557 February 14, 2017 Contra Costa County Board of Supervisors 558 February 14, 2017 Contra Costa County Board of Supervisors 559 February 14, 2017 Contra Costa County Board of Supervisors 560 February 14, 2017 Contra Costa County Board of Supervisors 561 February 14, 2017 Contra Costa County Board of Supervisors 562 February 14, 2017 Contra Costa County Board of Supervisors 563 February 14, 2017 Contra Costa County Board of Supervisors 564 February 14, 2017 Contra Costa County Board of Supervisors 565 February 14, 2017 Contra Costa County Board of Supervisors 566 February 14, 2017 Contra Costa County Board of Supervisors 567 February 14, 2017 Contra Costa County Board of Supervisors 568 February 14, 2017 Contra Costa County Board of Supervisors 569 February 14, 2017 Contra Costa County Board of Supervisors 570 February 14, 2017 Contra Costa County Board of Supervisors 571 February 14, 2017 Contra Costa County Board of Supervisors 572 February 14, 2017 Contra Costa County Board of Supervisors 573 February 14, 2017 Contra Costa County Board of Supervisors 574 February 14, 2017 Contra Costa County Board of Supervisors 575 RECOMMENDATION(S): ADOPT Resolution No. 2017/45 approving the fourth extension of the Subdivision Agreement for subdivision SD03-08744, for a project being developed by Discovery Builders, Inc., as recommended by the Public Works Director, Martinez area. (District V) FISCAL IMPACT: No fiscal impact. BACKGROUND: The terminal date of the Subdivision Agreement needs to be extended. The developer has not completed the required improvements and has requested more time. (Approximately 0% of the work has been completed to date) By granting an extension, the County will give the developer more time to complete the improvements and keep the bond current. CONSEQUENCE OF NEGATIVE ACTION: The terminal date of the Subdivision Agreement will not be extended and the developer will be in default of the agreement, requiring the County to take legal action against the developer and surety to get the improvements installed, or revert the development to acreage. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jocelyn LaRocque, 925-313-2315 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Jocelyn LaRocque, Engineering Services, Sherri Reed, Design&Construction, Discovery Builders, Inc., Safeco Insurance Co. of America C. 5 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:February 14, 2017 Contra Costa County Subject:APPROVE the fourth extension of the Subdivision Agreement for subdivision SD03-08744, Martinez area. February 14, 2017 Contra Costa County Board of Supervisors 576 AGENDA ATTACHMENTS Resolution No. 2017/45 Subdivision Agreement Extension SD03-08744 MINUTES ATTACHMENTS Signed: Resolution No. 2017/45 February 14, 2017 Contra Costa County Board of Supervisors 577 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 02/14/2017 by the following vote: AYE: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/45 IN THE MATTER OF approving the fourth extension of the Subdivision Agreement for subdivision SD03-08744, for a project being developed by Discovery Builders, Inc., as recommended by the Public Works Director, Martinez area. (District V) WHEREAS the Public Works Director having recommended that she be authorized to execute the fourth agreement extension which extends the subdivision improvement agreement between Discovery Builders, Inc., and the County for construction of certain improvements in subdivision SD03-08744, Martinez area, through August 14, 2017. APPROXIMATE PERCENTAGE OF WORK COMPLETE: 0% ANTICIPATED DATE OF COMPLETION: December 2018 BOND NO.: 6503332 Date: July 24, 2017 REASON FOR EXTENSION: Housing market and product revisions needed NOW, THEREFORE, BE IT RESOLVED that the recommendation of the Public Works Director is APPROVED. Contact: Jocelyn LaRocque, 925-313-2315 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Jocelyn LaRocque, Engineering Services, Sherri Reed, Design&Construction, Discovery Builders, Inc., Safeco Insurance Co. of America 5 February 14, 2017 Contra Costa County Board of Supervisors 578 February 14, 2017 Contra Costa County Board of Supervisors 579 February 14, 2017 Contra Costa County Board of Supervisors 580 February 14, 2017 Contra Costa County Board of Supervisors 581 February 14, 2017 Contra Costa County Board of Supervisors 582 February 14, 2017 Contra Costa County Board of Supervisors 583 RECOMMENDATION(S): APPROVE and AUTHORIZE the Director of Airports, or designee, to execute a month-to-month hangar rental agreement with JC Smith and Lawrence Chan for a T-hangar at Buchanan Field Airport effective February 1, 2017 in the monthly amount of $394.10, Pacheco area. FISCAL IMPACT: The Airport Enterprise Fund will realize $4,729.20 annually. BACKGROUND: On September 1, 1970, Buchanan Airport Hangar Company entered into a 30-year lease with Contra Costa County for the construction of seventy-five (75) hangars and eighteen (18) aircraft shelters at Buchanan Field Airport. Buchanan Airport Hangar Company was responsible for the maintenance and property management of the property during that 30-year period. On September 1, 2000, the County obtained ownership of the aircraft hangars and shelters, pursuant to the terms of the above lease. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Beth Lee, (925) 681-4200 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 7 To:Board of Supervisors From:Keith Freitas, Airports Director Date:February 14, 2017 Contra Costa County Subject:APPROVE and AUTHORIZE the Director of Airports, or designee, to execute a hangar rental agreement with Buchanan Field Airport Hangar tenant February 14, 2017 Contra Costa County Board of Supervisors 584 BACKGROUND: (CONT'D) On February 13, 2007, Contra Costa County Board of Supervisors approved the new Large Hangar Lease Agreement for use with the larger East Ramp Hangars. On February 3, 2008, Contra Costa County Board of Supervisors approved the amended T-Hangar Lease Agreement which removed the Aircraft Physical Damage Insurance requirement. The new amended T-hangar Lease Agreement will be used to enter into this aircraft rental agreement. CONSEQUENCE OF NEGATIVE ACTION: A negative action will cause a loss of revenue to the Airport Enterprise Fund. ATTACHMENTS JC Smith and Lawrence CHan, MD - Hangar Agreement February 14, 2017 Contra Costa County Board of Supervisors 585 February 14, 2017 Contra Costa County Board of Supervisors 586 February 14, 2017 Contra Costa County Board of Supervisors 587 RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to expand the Adopt-A-Road Program to include other publicly-owned facilities and initiate an outreach campaign to Municipal Advisory Councils, service organizations, church groups, chambers of commerce, sports leagues, scouts, etc., to recruit volunteers to remove trash from these facilities. Utilize existing monitoring and assessment protocols to take appropriate trash reduction credit for these activities, Countywide. FISCAL IMPACT: Costs are expected to be $15,000 to $20,000, per fiscal year to account for organizing and monitoring of cleanups and to provide public outreach materials. It will be funded 100% by the Stormwater Utility Assessment 17 funds. BACKGROUND: The TWI Committee approved the expansion of the Adopt-A-Road Program on October 13, 2016. The proposed expansion will include other County Infrastructure, including adoption APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: John Steere, (925) 313-2281 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Cece Sellgren, County Watershed Program, John Steere, County Watershed Program, Catherine Windham, Flood Control C. 6 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:February 14, 2017 Contra Costa County Subject:CONSIDER the expansion of the County’s Adopt-A-Road Program to include additional features, Countywide. Project No. 7517-6W7098 February 14, 2017 Contra Costa County Board of Supervisors 588 BACKGROUND: (CONT'D) of storm drains, trash cans by bus stops, flood control channels, and parks for trash cleanup. It will be designed to encourage and engage residents and community groups to remove trash/litter from public infrastructure. This will help the County fulfill its trash reduction responsibilities under provision C.10 of the Municipal Regional Permit (MRP). CONSEQUENCE OF NEGATIVE ACTION: If the Program is not expanded, there will be no mechanism to enable the wider community to assist the County in accomplishing its trash reduction responsibilities for the MRP. February 14, 2017 Contra Costa County Board of Supervisors 589 RECOMMENDATION(S): DENY claims filed by Alsco, Inc., Neale Miglani, Soudabeh Nikmorad, Juan Partida, and Morgan Sanders. FISCAL IMPACT: No fiscal impact. BACKGROUND: * APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Joellen Bergamini 925.335.1906 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 8 To:Board of Supervisors From:David Twa, County Administrator Date:February 14, 2017 Contra Costa County Subject:claims February 14, 2017 Contra Costa County Board of Supervisors 590 RECOMMENDATION(S): APPROVE Board meeting minutes for January 2017, as on file with the Office of the Clerk of the Board. FISCAL IMPACT: None. BACKGROUND: Government Code Section 25101(b) requires the Clerk of the Board to keep and enter in the minute book of the Board a full and complete record of the proceedings of the Board at all regular and special meetings, including the entry in full of all resolutions and of all decisions on questions concerning the allowance of accounts. The vote of each member on every question shall be recorded. CONSEQUENCE OF NEGATIVE ACTION: Contra Costa County will fail to meet the requirements of Government Code Section 25101(b). APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Joellen Bergamini 925.335.1906 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 9 To:Board of Supervisors From:David Twa, County Administrator Date:February 14, 2017 Contra Costa County Subject:APPROVE the Board Meeting minutes for January 2017 February 14, 2017 Contra Costa County Board of Supervisors 591 APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Ed Diokno, 925-427-8138 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 11 To:Board of Supervisors From:Federal D. Glover, District V Supervisor Date:February 14, 2017 Contra Costa County Subject:Apology for the Implementation of Presidential Executive Order 9066: 75th Anniversary of the Internment of Japanese Americans during WWII February 14, 2017 Contra Costa County Board of Supervisors 592 AGENDA ATTACHMENTS Resolution No. 2017/55 MINUTES ATTACHMENTS Signed Resolution No. 2017/55 February 14, 2017 Contra Costa County Board of Supervisors 593 In the matter of:Resolution No. 2017/55 The 75th Anniversary of the Enactment of Presidential Executive Order 9066: The internment of Japanese Americans during WWII Whereas, Japanese Americans had been living and working in Contra Costa County since the early part of the 20th Century; and Whereas, Executive Order 9066 was signed 75 years ago on Feb. 19, 1942 by President Franklin D. Roosevelt; and Whereas, Executive Order 9066 ordered the Americans of Japanese descent to be forcibly moved out of restricted zones which included El Cerrito, Pinole-Rodeo, Crockett, Pittsburg, Martinez, Byron and Concord by Feb. 24; and Whereas, scores of Contra Costa residents of Japanese descent, some who had lived here for two and three generations, were ordered to report to Civil Control Stations with only what they could carry; and Whereas, the Japanese American families were forced to give up their businesses, terminate their studies or sell their land; and Whereas, 127,000 Americans of Japanese descent were later transferred to internment centers throughout the country that included the infamous Tule Lake, Topaz, Gila River, Heart Mountain and Manzanar; and Whereas, despite the detention of their families were, Japanese American men volunteered to form the 442nd Regiment, noted for their exceptional valor and patriotism and which became the most decorated military unit in WWII; and Whereas, the Commission on Wartime Relocation and Interment of Civilians issued a report on Feb. 24, 1983 condemning the internment as unjust and motivated by racism and xenophobic ideas rather than factual military necessity; and Whereas; U.S. President Reagan signed signed the Civil Liberties Act of 1988 apologizing for the treatment suffered by the Japanese Americans and President George H.W. Bush issued a formal apology on Dec. 7, 1991; on the 50th Anniversary of the Pearl Harbor Attack; and Whereas, Congress authorized that the ten detention sites are to be preserved as historical landmarks to “forever stand as reminders that this nation failed in its most sacred duty to protect its citizens against prejudice, greed, and political expediency"; and Whereas, Contra Costa County will forever regret the way its residents of Japanese descent were treated with the loss of their rights, property and civic standing. Now, Therefore, Be It Resolved on the occasion of the 75th Anniversary of the signing of Executive Order 9066, the Board of Supervisors on behalf of the residents of Contra Costa County, do hereby issue a formal apologize to the overall Japanese American community and to the Diablo Valley Japanese American Citizens League for the unjust treatment of our neighbors of Japanese descent and the humiliation and financial losses that they suffered; and thereby urge schools, public agencies and the residents of Contra Costa County to learn about the mistakes and the unwarranted fear they spawned that created Executive Order 9066 so that we do not fail to protect our fellow citizens and neighbors if ever those false circumstances arise again. ___________________ FEDERAL D. GLOVER Chair, District V Supervisor ______________________________________ JOHN GIOIA CANDACE ANDERSEN District I Supervisor District II Supervisor ______________________________________ DIANE BURGIS KAREN MITCHOFF District III Supervisor District IV Supervisor I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 February 14, 2017 Contra Costa County Board of Supervisors 594 David J. Twa, By: ____________________________________, Deputy February 14, 2017 Contra Costa County Board of Supervisors 595 C.11 February 14, 2017 Contra Costa County Board of Supervisors 596 APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: 925-313-4149 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 10 To:Board of Supervisors From:Todd Billeci, County Probation Officer Date:February 14, 2017 Contra Costa County Subject:Honoring Mr. Willie T. Miller February 14, 2017 Contra Costa County Board of Supervisors 597 AGENDA ATTACHMENTS Resolution No. 2017/40 MINUTES ATTACHMENTS Signed Resolution No. 2017/40 February 14, 2017 Contra Costa County Board of Supervisors 598 In the matter of:Resolution No. 2017/40 Honoring Retired Probation Counselor Willie T. Miller. Mr. Miller was laid to rest on January 17, 2017. Whereas, Mr. Miller dedicated 15 years of his career to serving as a Probation Counselor in the County Juvenile Hall from 1980 to 1995. Whereas, Mr. Miller is remembered by his coworkers as being very considerate and attentive to the needs of residents of the Juvenile Hall. His legacy will live on, as many staff that he trained continue to be employed at the Juvenile Hall. His work with them has contributed to their continued success in the service of youth. Now, Therefore, Be It Resolved that the Board of Supervisors of the County of Contra Costa acknowledges and thanks Mr. Willie T. Miller for his years of dedicated service to the Contra Costa County Probation Department and the people of this County. ___________________ FEDERAL D. GLOVER Chair, District V Supervisor ______________________________________ JOHN GIOIA CANDACE ANDERSEN District I Supervisor District II Supervisor ______________________________________ DIANE BURGIS KAREN MITCHOFF District III Supervisor District IV Supervisor I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, By: ____________________________________, Deputy February 14, 2017 Contra Costa County Board of Supervisors 599 C.10 February 14, 2017 Contra Costa County Board of Supervisors 600 APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lauri Byers, (925) 957-8860 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 13 To:Board of Supervisors From:Candace Andersen, District II Supervisor Date:February 14, 2017 Contra Costa County Subject:Resolution recognizing Brian Waters as the 2016 recipient of the William Penn Mott, Jr. Environmental Award February 14, 2017 Contra Costa County Board of Supervisors 601 AGENDA ATTACHMENTS Resolution No. 2017/49 MINUTES ATTACHMENTS Signed Resolution No. 2017/49 February 14, 2017 Contra Costa County Board of Supervisors 602 In the matter of:Resolution No. 2017/49 recognizing Brian Waters as the 2016 recipient of the William Penn Mott, Jr. Environmental Award. Whereas, Brian Waters is a Certified Fisheries Scientist with Bachelor’s and Master’s Degrees in fisheries biology who has been an Orinda resident since 1970; and Whereas, Brian has been involved with Friends of Orinda Creeks for 11 years, as well a volunteering as assistant scoutmaster for the Boy Scouts and president of the Sleepy Hollow Homeowners’ Association; and Whereas, while working with Friends of Orinda Creeks, Waters was instrumental in restoring rainbow trout to San Pablo Creek and getting Orinda Creeks’ interpretive sign installed in Orinda Community Park; and Whereas, Brian Waters knew the history of San Pablo Creek and realized its potential habitat for the restoration of rainbow trout. Now, Therefore, Be It Resolved that the Board of Supervisors of Contra Costa County does hereby honor Brian Waters In recognition of his hard work and dedication to the people of Orinda . ___________________ FEDERAL D. GLOVER Chair, District V Supervisor ______________________________________ JOHN GIOIA CANDACE ANDERSEN District I Supervisor District II Supervisor ______________________________________ DIANE BURGIS KAREN MITCHOFF District III Supervisor District IV Supervisor I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, By: ____________________________________, Deputy February 14, 2017 Contra Costa County Board of Supervisors 603 C.13 February 14, 2017 Contra Costa County Board of Supervisors 604 APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lauri Byers, (925) 957-8860 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 14 To:Board of Supervisors From:Candace Andersen, District II Supervisor Date:February 14, 2017 Contra Costa County Subject:Resolution recognizing Fix Orinda Roads as the 2016 Orinda Volunteer of the Year February 14, 2017 Contra Costa County Board of Supervisors 605 AGENDA ATTACHMENTS Resolution No. 2017/50 MINUTES ATTACHMENTS Signed Resolution No. 2017/50 February 14, 2017 Contra Costa County Board of Supervisors 606 In the matter of:Resolution No. 2017/50 recognizing Fix Orinda Roads as the 2016 Orinda Volunteer of the year. Whereas, Fix Orinda Roads is an all-volunteer organization that was formed in the Fall of 2011 after two Orinda roads ballot measures failed by small margins to pass; and Whereas, a group of concerned citizens banded together to create a plan to repair Orinda’s roads and associated storm drains and ensure their maintenance in the future; and Whereas, rather than focusing on all-encompassing options, Fix Orinda Roads focused on creating a multi-phase plan, which would raise funds in more palatable sizes; and Whereas, the plan was adopted by the Orinda City Council in 2012, and through the committee’s efforts, Measure L (temporary tax increase) was passed in 2012, Measure J was passed in 2014 and Measure L was passed again in 2016; and Whereas, hundreds of volunteers worked with Fix Orinda Roads, all done for the greater good, without receiving any compensation. Now, Therefore, Be It Resolved that the Board of Supervisors of Contra Costa County does hereby thank Fix Orinda Roads volunteers for their dedication and commitment to Orinda. ___________________ FEDERAL D. GLOVER Chair, District V Supervisor ______________________________________ JOHN GIOIA CANDACE ANDERSEN District I Supervisor District II Supervisor ______________________________________ DIANE BURGIS KAREN MITCHOFF District III Supervisor District IV Supervisor I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, By: ____________________________________, Deputy February 14, 2017 Contra Costa County Board of Supervisors 607 C.14 February 14, 2017 Contra Costa County Board of Supervisors 608 APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lauri Byers, (925) 957-8860 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 12 To:Board of Supervisors From:Candace Andersen, District II Supervisor Date:February 14, 2017 Contra Costa County Subject:Resolution recognizing Sam Saleh as the Moraga Business Person of the Year February 14, 2017 Contra Costa County Board of Supervisors 609 AGENDA ATTACHMENTS Resolution No. 2017/47 MINUTES ATTACHMENTS Signed Resolution No. 2017/47 February 14, 2017 Contra Costa County Board of Supervisors 610 In the matter of:Resolution No. 2017/47 recognizing Sam Saleh as the 2017 Moraga Business Person of the Year. Whereas, Sam Saleh is the owner of the local 7-Eleven Store in Moraga and has been a part of the Moraga community since 2000; and Whereas, during the past 17 years, Sam has been rewarded by the 7-Eleven Corporation for running one of the most successful franchises in California; and Whereas, Sam’s success begins with his customer relationships, his extensive knowledge of the Moraga community in order to decide what products and services will benefit his customers; and Whereas, Sam has always been an active and supportive member of the community, promoting fundraisers for Boy Scouts and Girl Scouts, and helping with the Chamber Golf Tournament; and Whereas, Sam has made his presence known, either through donations or putting out the welcome mat for his many customers at the store. Now, Therefore, Be It Resolved that the Board of Supervisors of Contra Costa County does hereby honor Sam Saleh for his dedication to the residents of Moraga. ___________________ FEDERAL D. GLOVER Chair, District V Supervisor ______________________________________ JOHN GIOIA CANDACE ANDERSEN District I Supervisor District II Supervisor ______________________________________ DIANE BURGIS KAREN MITCHOFF District III Supervisor District IV Supervisor I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, By: ____________________________________, Deputy February 14, 2017 Contra Costa County Board of Supervisors 611 C.12 February 14, 2017 Contra Costa County Board of Supervisors 612 APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kate Sibley, (925) 335-1032 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 15 To:Board of Supervisors From:David Twa, County Administrator Date:February 14, 2017 Contra Costa County Subject:Results of the 2016 Counties Care Holiday Food Fight February 14, 2017 Contra Costa County Board of Supervisors 613 AGENDA ATTACHMENTS Resolution No. 2017/54 MINUTES ATTACHMENTS Signed Resolution No. 2017/54 February 14, 2017 Contra Costa County Board of Supervisors 614 In the matter of:Resolution No. 2017/54 RECOGNIZING THE EMPLOYEES OF CONTRA COSTA COUNTY AND THE 2016 COUNTIES CARE HOLIDAY FOOD FIGHT WHEREAS, Contra Costa County departments and employees again demonstrated just how much public servants care and rose to the annual challenge to raise funds for the Food Bank of Contra Costa and Solano during the 2016 holiday season; and WHEREAS, this 13th Annual Counties Care Challenge is an important part of the Food Bank of Contra Costa and Solano’s holiday fundraising program; and WHEREAS, in the 2016 drive Contra Costa County employees raised $109,859.37, bringing their cumulative total raised in 14 years to over $1,254,000; and WHEREAS, with the 2016 Counties Care Holiday Food Fight, Contra Costa County employees must congratulate Solano County employees for winning back the Big Apple and bragging rights for the year to come; and WHEREAS, because departments and team leaders entered the annual competition with enthusiasm despite any personal or departmental challenges and stress, we salute the following stellar standouts in their leagues: MINI DEPARTMENTS: CAO/COB/CCTV/LAFCO, NANCY YEE, TEAM LEADER; SMALL DEPARTMENTS: COUNTY COUNSEL, MICHIELLE MAURER, WANDA MCADOO, TEAM LEADERS; MIDSIZED DEPARTMENTS: CHILD SUPPORT SERVICES, LOUISE BRITTON, TEAM LEADER; LARGE DEPARTMENTS: HEALTH SERVICES, TEAM LEADERS TOO NUMEROUS TO NAME; SUPERVISORS’ OFFICES: DISTRICT V, FEDERAL GLOVER, SUPERVISOR AND LYNN REICHARD, TEAM LEADER; and WHEREAS, all County departments and team leaders showed special ingenuity and energy by raising copious funds and earning kudos and various special awards as determined by Food Fight organizers, including: GAYLE B. UILKEMA GOOD EGG: JOHN KOPCHIK, CONSERVATION & DEVELOPMENT 24 CARROT SALUTE: JOANNE BUENGER, INFORMATION TECHNOLOGY MOST IMPROVED: HUMAN RESOURCES, NANCY ZANDONELLA, LEADER “WEEBISCUIT” BARREL RACE: LIBRARY, SHANNON LADAGE, TEAM LEADER ADDITIONAL RECOGNITION: KRISTIE HIRSCHENBERGER HEART AND SOUL, CHIEF MECHANIC’S COMMENDATIONS, 100% (& PLUS) CLUB, ETC., and WHEREAS, the combined efforts of employees of Contra Costa and Solano counties netted the Food Bank of Contra Costa and Solano a grand total of $151,639.58 in 2016, providing more than 300,000 meals to approximately 190,000 “food-insecure” residents of both counties; and WHEREAS, this annual effort has now raised over $1.6 MILLION for the Food Bank since beginning in 2003. NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors of Contra Costa County hereby applauds all of the tireless department team leaders and congratulates all participating Contra Costa County departments, department heads, and employees for their inspired and inspiring efforts on behalf of their community and those in need; and BE IT FURTHER RESOLVED that the Board of Supervisors of Contra Costa County thanks all County employees and residents who participated in the 2016 Counties Care Holiday Food Fight and urges all citizens of Contra Costa County and their communities to recognize and match the generosity and public spirit of County employees by giving generously to the Food Bank of Contra Costa and Solano regularly and often, including the 2017 Counties Care Holiday Food Fight. ___________________ FEDERAL D. GLOVER Chair, District V Supervisor ______________________________________ JOHN GIOIA CANDACE ANDERSEN District I Supervisor District II Supervisor ______________________________________ DIANE BURGIS KAREN MITCHOFF February 14, 2017 Contra Costa County Board of Supervisors 615 District III Supervisor District IV Supervisor I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, By: ____________________________________, Deputy February 14, 2017 Contra Costa County Board of Supervisors 616 PR.1, C.15 February 14, 2017 Contra Costa County Board of Supervisors 617 RECOMMENDATION(S): ACCEPT the resignation of Mr. Gerald Richards, DECLARE vacant the Advisory Council on Aging, Local Committee Hercules Seat and DIRECT the Clerk of the Board to post the vacancy as recommended by the Employment and Human Services Department Director. FISCAL IMPACT: Not applicable. BACKGROUND: Mr. Gerald Richards resigned December 31,2016. He was appointed to the Advisory Council on Aging, Local Committee, Hercules Seat, September 13, 2016. The seat appointment will expire September 30, 2018. The Advisory Council on Aging (ACOA) provides a means for county-wide planning, cooperation, and coordination for individuals and groups interested in improving and developing services and opportunities for older residents of the County. The ACOA provides leadership and advocacy on behalf of older persons and serves as a channel of communication and information on aging. CONSEQUENCE OF NEGATIVE ACTION: The Advisory Council on Aging may not be able to conduct routine business. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Elaine Burres, 313-1717 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: K Cyr, M Wilhelm C. 16 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:February 14, 2017 Contra Costa County Subject:Advisory Council on Aging Resignation February 14, 2017 Contra Costa County Board of Supervisors 618 CHILDREN'S IMPACT STATEMENT: Not applicable. February 14, 2017 Contra Costa County Board of Supervisors 619 RECOMMENDATION(S): APPOINT Lily-Ann Lidji to the District 3 seat on the Emergency Medical Care Committee to a term expiring September 30, 2018, as recommended by Supervisor Diane Burgis. Lily-Ann Lidji Discovery Bay, CA 94505 FISCAL IMPACT: None. BACKGROUND: The duties of the Emergency Medical Care Committee (EMCC) are specified in the California Health and Safety Code Section 1797.274 and 1797.276. Their duties are to review the operations of each of the following at least annually: 1. Ambulance services operating within the county. 2. Emergency medical care offered within the county, including programs for training large numbers of people in cardiopulmonary resuscitation and lifesaving first air techniques. 3. First aid practices in the county. Additionally, the EMCC shall, at least annually, report to the Authority, and the local EMS Agency its observations and recommendations relative to its review of the ambulance services emergency medical care, and first aid practices, and programs for training people in cardiopulmonary resuscitation and lifesaving first aid techniques, and public participation in such programs in the county. The EMCC shall APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lea Castleberry, (925) 252-4500 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 18 To:Board of Supervisors From:Diane Burgis, District III Supervisor Date:February 14, 2017 Contra Costa County Subject:APPOINTMENT TO EMERGENCY MEDICAL CARE COMMITTEE February 14, 2017 Contra Costa County Board of Supervisors 620 BACKGROUND: (CONT'D) submit its observations and recommendations to the County Board of Supervisors which is serves and shall act in an advisory capacity to the County Board of Supervisors, and to the County EMS Agency, on all matters relating to emergency medical services as directed by the Board. The Contra Costa County Board of Supervisors first established the EMCC in 1968 (Resolution 68/404) and reconfirmed the EMCC in 1980 (Resolution 80/1019). The Board abolished the EMCC (Resolution 94/343), recognizing that the Health Services Director may wish to reconstitute such a committee. The Board reinstated the EMCC as a Board advisory committee at its February 24, 1998 meeting, per SD2. The membership of the EMCC was prescribed per C.30, June 9, 1998. Bylaws adopted April 24, 2001, per C.190. The EMCC consists of five consumer representatives, one from each of the five supervisorial districts, and representatives of the following groups and organizations: American Heart Association*American Red Cross*California Highway Patrol*Contra Costa Ambulance Provider*Air Medical Transportation Provider*Emergency Department Physicians*Emergency Nurses Association*Contra Costa Fire Chiefs' Association*Field Paramedics (1 private/1public)*County Health Services*Hospital Council-Bay Area Division*Contra Costa EMS Training Institution*County Office of Emergency Services*Contra Costa Police Chiefs' Association*Contra Costa Public Managers' Association*Sheriff-Coroner Communication Division*Alameda-Contra Costa Medical Association*Base Hospital*Trauma Center*Community Awareness and Emergency Response (CAER)*Communications Center Managers Association*EMS Director Applications were accepted and the recommendation to appoint the above individual was then determined. February 14, 2017 Contra Costa County Board of Supervisors 621 RECOMMENDATION(S): REAPPOINT the following individuals to the indicated seats on the Alamo Police Services Advisory Committee for a two-year term with an expiration date of December 31, 2018, as recommended by Supervisor Candace Andersen: Appointee 2 William Nelson Alamo, CA 94507 Appointee 6 David Dolter Alamo, CA 94507 Appointee 8 Karen McPherson Alamo, CA 94507 1st Alternate Joe Rubay APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jill Ray, 925-957-8860 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: District 2 Supervisor, Maddy Book, APSAC, Appointees C. 21 To:Board of Supervisors From:Candace Andersen, District II Supervisor Date:February 14, 2017 Contra Costa County Subject:APPOINTMENTS TO THE ALAMO POLICE SERVICES ADVISORY COMMITTEE February 14, 2017 Contra Costa County Board of Supervisors 622 RECOMMENDATION(S): (CONT'D) Alamo, CA 94507 FISCAL IMPACT: None. BACKGROUND: Established on November 18, 1969, by Board Resolution 69/765, the purpose of the County Service Area P-2B Citizens Advisory Committee is to advise the Board of Supervisors and the Sheriff's Department on the needs of the Alamo community for extended police services which shall include, but not be limited to, enforcement of the State Vehicle Code, crime prevention, and litter control. On March 19, 2013, the Board of Supervisors approved a Board Order that retitled the County Service Area P-2B Citizens Advisory Committee to the "Alamo Police Services Advisory Committee". Alamo Police Services Advisory Committee is comprised of nine regular members and two alternates who each serve a two year term. CONSEQUENCE OF NEGATIVE ACTION: The committee will have a difficult time attaining a quorum. February 14, 2017 Contra Costa County Board of Supervisors 623 RECOMMENDATION(S): REAPPOINT the following people to the following seats of the County Service Area P-5 Citizens Advisory Committee for a two-year term with an expiration date of December 31, 2018, as recommended by Supervisor Candace Andersen: APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jill Ray, 925-957-8860 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: District 2 Supervisor, Maddy Book, CSA P-5 CAC, Appointees C. 20 To:Board of Supervisors From:Candace Andersen, District II Supervisor Date:February 14, 2017 Contra Costa County Subject:APPOINTMENTS TO THE COUNTY SERVICE AREA P-5 CITIZENS ADVISORY COMMITTEE February 14, 2017 Contra Costa County Board of Supervisors 624 RECOMMENDATION(S): (CONT'D) Appointee 1 Gordon 'Nate' Ball Alamo, CA 94507 Appointee 5 Mark Cordone Alamo, CA 94507 Appointee 6 Jason Dudum Alamo, CA 94507 Appointee 7 Robert Besse Alamo, CA 94507 1st Alternate Linda Schultz Alamo, CA 94507 FISCAL IMPACT: None. BACKGROUND: Established on April 18, 1972, by Resolution Number 72/257, the purpose of the County Service Area P-5 Citizen Advisory Committee is to act as a liaison between the citizens of the P-5 Police District and the Office of the Sheriff of Contra Costa County by: Advising the Board of Supervisors and the Office of the Sheriff of the community's needs and desires regarding police protection; Promoting public safety in the areas of home safety, traffic safety, vacation security and crime prevention through the neighborhood watch program; and maintaining oversight of expenditures of the public funds accruing in the P-5 Police District. CONSEQUENCE OF NEGATIVE ACTION: The seats will become vacant and the P-5 will not be able to hold meetings due to quorum issues. February 14, 2017 Contra Costa County Board of Supervisors 625 RECOMMENDATION(S): ACCEPT the resignation of Cathy Cratty, DECLARE a vacancy in the Consumer 60 or Older, Seat 2 on the In-Home Supportive Services Public Authority Committee, and DIRECT the Clerk of the Board to post the vacancy as recommended by the Employment and Human Services Director. FISCAL IMPACT: Not applicable. BACKGROUND: The Contra Costa County Board of Supervisors established the In-Home Supportive Services (IHSS) Public Authority Advisory Committee in March 1998. Its purpose is to serve in an advisory capacity to the Public Authority Governing Board, Contra Costa County Board of Supervisors, Public Authority staff and administrators of In-Home Supportive Services. Ms.Cathy Cratty has submitted her resignation from the IHSS Public Authority Advisory Committee, Consumer 60 or Older, Seat 2. Her term expires March 6, 2020. CONSEQUENCE OF NEGATIVE ACTION: The IHSS Public Authority Advisory Committee will be unable to fill the seat vacated by Ms. Cratty. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Elaine Burres, 313-1717 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 17 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:February 14, 2017 Contra Costa County Subject:In-Home Supportive Services Public Authority Advisory Committee Resignation February 14, 2017 Contra Costa County Board of Supervisors 626 CHILDREN'S IMPACT STATEMENT: Not applicable. February 14, 2017 Contra Costa County Board of Supervisors 627 RECOMMENDATION(S): RE-APPOINT the following individuals to the Bay Point Municipal Advisory Council with terms to expire December 31, 2020. Trina Hudson, Seat 1 Eva Garcia, Seat 2 Lupe Lopez Garcia, Seat 3 Vicki Zumwalt, Seat 4 Debra Mason, Seat 5 Sterling Stevenson, Seat 6 Charles Tremaine, Seat 7 FISCAL IMPACT: None. BACKGROUND: The Council shall advise the Board on: Services which are or may be provided to the Bay Point community by the County or other local government agencies. Such services include, but are not limited to public health, safety, welfare, public works and planning. The feasibility of organizing the existing special districts serving the Bay Point community in order to more efficiently provide public services such as, but not limited to water, sewer, fire and parks APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Vincent Manuel (925) 427-8138 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 24 To:Board of Supervisors From:Federal D. Glover, District V Supervisor Date:February 14, 2017 Contra Costa County Subject:Re-Appoint Members of the Bay Point Municipal Advisory Council February 14, 2017 Contra Costa County Board of Supervisors 628 BACKGROUND: (CONT'D) and recreation. The council may also represent the Bay Point community before the Local Agency Formation Commission on proposed boundary changes affecting the community, represent the Bay Point community before the County Planning Commissions and the Zoning Administrator on land use and other planning matters affecting the community. In this regard the Council shall cooperate with other planning advisory bodies in the Bay Point area in order to avoid duplication and delay in the planning process. Provide input and reports to the Board, County staff or any County hearing body on issues of concern to the Bay Point community. CONSEQUENCE OF NEGATIVE ACTION: The positions would remain vacant. February 14, 2017 Contra Costa County Board of Supervisors 629 RECOMMENDATION(S): RE-APPOINT the following individuals to the Pacheco Municipal Advisory Council with a term to expire December 31, 2020. Kay Perry-Thayer, Seat 1 Nam Trinh, Seat 3 Olivier Fontana, Seat 4 Shawn Garcia, Seat 5 FISCAL IMPACT: None. BACKGROUND: The purpose of the Pacheco Municipal Advisory Council is to advise the Board on services which are or may be provided to the community by the County or other government agencies, feasibility of organizing the existing special districts serving the community in order to provide public services such as, but not limited to, water, sewer, fire and park and recreation; and to represent the community before LAFCO and the County Planning Commission and the Zoning Administrator, and to provide input and reports to the Board, County staff or any County hearing body on issues of concern to the Pacheco community. CONSEQUENCE OF NEGATIVE ACTION: The positions would remain vacant. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Vincent Manuel (925) 427-8138 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 23 To:Board of Supervisors From:Federal D. Glover, District V Supervisor Date:February 14, 2017 Contra Costa County Subject:Re-Appoint Members of the Pacheco Municipal Advisory Council February 14, 2017 Contra Costa County Board of Supervisors 630 February 14, 2017 Contra Costa County Board of Supervisors 631 RECOMMENDATION(S): RE-APPOINT the following individuals to the Rodeo Municipal Advisory Council with terms to expire December 31, 2020. Anthony Hodge Seat 1 Deborah Drake Seat 2 Clover Mahn Seat 3 Theresa Foglio Seat 4 FISCAL IMPACT: None. BACKGROUND: The Council shall advise the Board on: Services which are or may be provided to the Rodeo community by the County or other local government agencies. Such services include, but are not limited to public health, safety, welfare, public works and planning. CONSEQUENCE OF NEGATIVE ACTION: The positions would be vacant. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Vincent Manuel (925) 427-8138 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 22 To:Board of Supervisors From:Federal D. Glover, District V Supervisor Date:February 14, 2017 Contra Costa County Subject:Re-Appoint Members of the Rodeo Municipal Advisory Council February 14, 2017 Contra Costa County Board of Supervisors 632 RECOMMENDATION(S): REAPPOINT the following individuals to the Discovery Bay P-6 Citizen Advisory Committee to a term expiring December 31, 2018, as recommended by Supervisor Diane Burgis. Appointee 2 Bob Mankin Discovery Bay, CA 94505 Appointee 4 Gaylin Zeigler Discovery Bay, CA 94505 FISCAL IMPACT: None. BACKGROUND: The Appointee 2 and 4 seats expired December 31, 2016. Applications were accepted and the recommendation to reappoint the above individuals was then determined. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lea Castleberry, (925) 252-4500 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 19 To:Board of Supervisors From:Diane Burgis, District III Supervisor Date:February 14, 2017 Contra Costa County Subject:REAPPOINTMENT TO DISCOVERY BAY P-6 February 14, 2017 Contra Costa County Board of Supervisors 633 RECOMMENDATION(S): Approve Appropriation and Revenue Adjustment No. 5051 authorizing increased appropriations for capital assets and revenue for the purchase of one (1) vehicle, in an amount not to exceed $20,000, for Public Health’s Tuberculosis (TB) Program which will be utilized to implement the Directly Observed Therapy TB services in Contra Costa County. FISCAL IMPACT: No impact on the General Fund. This action increases appropriation by $20,000 (fully offset by revenue) for capital equipment purchase and the reduction of operating costs (employee mileage reimbursement). BACKGROUND: The Public Health’s Tuberculosis Program currently employs Disease Intervention Technicians (DIT’s) to ensure patients with TB are taking their medications in what is called ‘Directly Observed Therapy’ (DOT). The Disease Intervention Technicians drive to the patients and physically observe them taking their TB medications. Currently the TB program has two (2) County vehicles. However, on a daily basis three DIT’s are doing the DOT work. Our practice is to rotate the use of the vehicles APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Dan Peddycord, 925-313-6712 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Tasha Scott, M Wilhelm, Clarissa Domen C. 25 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Appropriation Adjustment No. 5051 February 14, 2017 Contra Costa County Board of Supervisors 634 BACKGROUND: (CONT'D) between the DIT’s so every week there is at least one DIT who drives their own vehicle and is reimbursed for mileage. The employee mileage reimbursement expenses for FY 15-16 were $7,000 and for 7/1/16 – 9/30/16 FY 16-17 year-to-date they total $3,243. These operating expenses should be reduced with the purchase of an additional vehicle. The cost of a new vehicle is less than $20,000 and it is anticipated that the savings in mileage reimbursement annually will more than cover that cost of the new vehicle over the life of the vehicle. Additionally, the accumulated depreciation of the new vehicle will be utilized at the time a replacement vehicle is needed. CONSEQUENCE OF NEGATIVE ACTION: If this purchase is not approved, the Public Health TB Program will continue to incur higher than necessary operating costs (employee mileage reimbursements) in implementing the Directly Observed Therapy program. AGENDA ATTACHMENTS TC24/27 No. 5051 HSD MINUTES ATTACHMENTS Signed: Appropriation and Adjustments No. 5051 February 14, 2017 Contra Costa County Board of Supervisors 635 February 14, 2017Contra Costa County Board of Supervisors636 February 14, 2017Contra Costa County Board of Supervisors637 February 14, 2017Contra Costa County Board of Supervisors638 February 14, 2017Contra Costa County Board of Supervisors639 February 14, 2017 Contra Costa County Board of Supervisors 640 February 14, 2017 Contra Costa County Board of Supervisors 641 February 14, 2017 Contra Costa County Board of Supervisors 642 February 14, 2017 Contra Costa County Board of Supervisors 643 RECOMMENDATION(S): ADOPT Position Adjustment Resolution No. 22026 to add one (1) Executive Secretary-Exempt (J3T5) (unrepresented) position at salary plan and grade B85 1445 ($4,842-$5,339) and cancel one (1) vacant full-time Executive Secretary-DCSS (J3TJ) (unrepresented) position at salary plan and grade B85 1445 ($4,842-$5,339) in the Department of Child Support Services. FISCAL IMPACT: There is no fiscal impact to this request. BACKGROUND: The Executive Secretary-DCSS position has been vacant for multiple years. With the appointment of a new Director of Child Support Services, there is need to recruit this position. Because of the highly confidential and sensitive nature of the work that will be performed in this assignment, this position is best classified as exempt. This action will allow greater flexibility in the recruitment and management of the position. Also, the usage of an exempt Executive Secretary position will be align with other County Department Heads that utilize that classification. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Adrienne Todd, (925) 313-4454 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Adrienne Todd C. 29 To:Board of Supervisors From:Melinda Self, Child Support Services Director Date:February 14, 2017 Contra Costa County Subject:Add one Executive Secretary-Exempt position and cancel one vacant Executive Secretary-DCSS position in the Department of Child Support Services February 14, 2017 Contra Costa County Board of Supervisors 644 CONSEQUENCE OF NEGATIVE ACTION: Failure to approve this request will result in the position remaining a part of the merit classification system and recruitment and management efforts would be restricted by the merit classification system rules. CHILDREN'S IMPACT STATEMENT: No impact. AGENDA ATTACHMENTS P300 No. 22026 DCSS MINUTES ATTACHMENTS Signed P300 22026 February 14, 2017 Contra Costa County Board of Supervisors 645 POSITION ADJUSTMENT REQUEST NO. 22026 DATE 1/26/2017 Department No./ Department Dept of Child Support Services Budget Unit No. 0249 Org No. 1780 Agency No. A40 Action Requested: Add one (1) full-time Executive Secretary-Exempt (J3T5) (unrepresented) position at salary plan and grade B85 1445 ($4,842-$5,886) and cancel one (1) full-time Executive Secretary-DCSS (J3TJ) (unrepresented) position #12858 at salary plan and grade B85 1445 ($4,842-$5,886) in the Department of Child Support Services Proposed Effective Date: 2/15/2017 Classification Questionnaire attached: Yes No / Cost is within Department’s budget: Yes No Total One-Time Costs (non-salary) associated with request: 0 Estimated total cost adjustment (salary / benefits / one time): Total annual cost $0.00 Net County Cost $0.00 Total this FY $0.00 N.C.C. this FY $0.00 SOURCE OF FUNDING TO OFFSET ADJUSTMENT Fully funded by Federal/State grants; zero cost to CGF Department must initiate necessary adjustment and submit to CAO. Use additional sheet for further explanations or comments. Adrienne Todd ______________________________________ (for) Department Head REVIEWED BY CAO AND RELEASED TO HUMAN RESOURCES DEPARTMENT Kevin J. Corrigan 2/2/2017 ___________________________________ ________________ Deputy County Administrator Date HUMAN RESOURCES DEPARTMENT RECOMMENDATIONS DATE 2/2/2017 Add one full-time Executive Secretary-Exempt (J3T5) (unrepresented) position at salary plan and grade B85 1445 ($4,842- $5,339) and cancel one full-time vacant Executive Secretary-DCSS (J3TJ) (unrepresented) position salary plan and grade B85 1445 ($4,842-$5,339) in the Department of Child Support Services. Amend Resolution 71/17 establishing positions and resolutions allocating classes to the Basic / Exempt salary schedule. Effective: Day following Board Action. (Date) LaShonda Smith, HR Consultant 2/2/2017 ___________________________________ ________________ (for) Director of Human Resources Date COUNTY ADMINISTRATOR RECOMMENDATION: DATE 02/08/2017 Approve Recommendation of Director of Human Resources Disapprove Recommendation of Director of Human Resources Enid Mendoza Other: ____________________________________________ ___________________________________ (for) County Administrator BOARD OF SUPERVISORS ACTION: David J. Twa, Clerk of the Board of Supervisors Adjustment is APPROVED DISAPPROVED and County Administrator DATE BY APPROVAL OF THIS ADJUSTMENT CONSTITUTES A PERSONNEL / SALARY RESOLUTION AMENDMENT POSITION ADJUSTMENT ACTION TO BE COMPLETED BY HUMAN RESOURCES DEPARTMENT FOLLOWING BOARD ACTION Adjust class(es) / position(s) as follows: P300 (M347) Rev 3/15/01 February 14, 2017 Contra Costa County Board of Supervisors 646 REQUEST FOR PROJECT POSITIONS Department Date 2/8/2017 No. 1. Project Positions Requested: 2. Explain Specific Duties of Position(s) 3. Name / Purpose of Project and Funding Source (do not use acronyms i.e. SB40 Project or SDSS Funds) 4. Duration of the Project: Start Date End Date Is funding for a specified period of time (i.e. 2 years) or on a year-to-year basis? Please explain. 5. Project Annual Cost a. Salary & Benefits Costs: b. Support Costs: (services, supplies, equipment, etc.) c. Less revenue or expenditure: d. Net cost to General or other fund: 6. Briefly explain the consequences of not filling the project position(s) in terms of: a. potential future costs d. political implications b. legal implications e. organizational implications c. financial implications 7. Briefly describe the alternative approaches to delivering the services which you have considered. Indicate why these alternatives were not chosen. 8. Departments requesting new project positions must submit an updated cost benefit analysis of each project position at the halfway point of the project duration. This report is to be submitted to the Human Resources Department, which will forward the report to the Board of Supervisors. Indicate the date that your cost / benefit analysis will be submitted 9. How will the project position(s) be filled? a. Competitive examination(s) b. Existing employment list(s) Which one(s)? c. Direct appointment of: 1. Merit System employee who will be placed on leave from current job 2. Non-County employee Provide a justification if filling position(s) by C1 or C2 USE ADDITIONAL PAPER IF NECESSARY February 14, 2017 Contra Costa County Board of Supervisors 647 February 14, 2017 Contra Costa County Board of Supervisors 648 February 14, 2017 Contra Costa County Board of Supervisors 649 RECOMMENDATION(S): Adopt Position Adjustment Resolution No. 22028 to add one permanent full-time Mental Health Community Support Worker II (VQVB) at salary level TC5-0968 ($3,018 - $3,669) in the Health Services Department. (Represented) FISCAL IMPACT: Upon approval, there is an annual cost of approximately $77,857.63, which includes estimated pension costs of $15,630.54. The cost will be entirely offset with budgeted General Funds. (100% General Fund) BACKGROUND: The Health Services Department is requesting to add a Mental Health Community Support Worker II for its Conservatorship/Guardianship program. Conservatorship/Guardianship program recently underwent an audit from Office of the Inspector General Social Security Administration. One of the recommendations from this audit was a change in how the program processes and files for social security benefits on behalf of the program’s clients. The Department has determined a full time Mental Health Community Support Worker II would be the most appropriate classification to perform the filing portion duties within the process and fulfill the needs of this court mandated program. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Melissa Carofanello - 925-957-5248 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 28 To:Board of Supervisors From:William Walker, M.D., Health Services Date:February 14, 2017 Contra Costa County Subject:Add one permanent full-time Mental Health Community Support Worker II in the Health Services Department February 14, 2017 Contra Costa County Board of Supervisors 650 CONSEQUENCE OF NEGATIVE ACTION: If this action is not approved, the Conservatorship/Guardianship Program of the Health Services Department will not have adequate staffing to meet the demand and volume of client care for those we serve. AGENDA ATTACHMENTS P300 No. 22028 HSD MINUTES ATTACHMENTS Signed P300 22028 February 14, 2017 Contra Costa County Board of Supervisors 651 POSITION ADJUSTMENT REQUEST NO. 22028 DATE 1/11/2017 Department No./ Department HEALTH SERVICES Budget Unit No. 0451 Org No. 0451 Agency No. A18 Action Requested: Add one full time Mental Health Community Support Worker II (VQVB) position in the Health Services - Conservatorship/Guardianship Program. Proposed Effective Date: 2/15/2017 Classification Questionnaire attached: Yes No / Cost is within Department’s budget: Yes No Total One-Time Costs (non-salary) associated with request: $0.00 Estimated total cost adjustment (salary / benefits / one time): Total annual cost $77,857.63 Net County Cost $77,857.63 Total this FY $38,928.81 N.C.C. this FY $38,928.81 SOURCE OF FUNDING TO OFFSET ADJUSTMENT 100% General Fund allocation shift Department must initiate necessary adjustment and submit to CAO. Use additional sheet for further explanations or comments. Melissa Carofanello ______________________________________ (for) Department Head REVIEWED BY CAO AND RELEASED TO HUMAN RESOURCES DEPARTMENT Enid Mendoza 2/8/2017 ___________________________________ ________________ Deputy County Administrator Date HUMAN RESOURCES DEPARTMENT RECOMMENDATIONS DATE Exempt from Human Resources review under delegated authority. Amend Resolution 71/17 establishing positions and resolutions allocating classes to the Basic / Exempt salary schedule. Effective: Day following Board Action. (Date) ___________________________________ ________________ (for) Director of Human Resources Date COUNTY ADMINISTRATOR RECOMMENDATION: DATE 2/8/2017 Approve Recommendation of Director of Human Resources Disapprove Recommendation of Director of Human Resources Enid Mendoza Other: Approve as recommended by the department. ___________________________________ (for) County Administrator BOARD OF SUPERVISORS ACTION: David J. Twa, Clerk of the Board of Supervisors Adjustment is APPROVED DISAPPROVED and County Administrator DATE BY APPROVAL OF THIS ADJUSTMENT CONSTITUTES A PERSONNEL / SALARY RESOLUTION AMENDMENT POSITION ADJUSTMENT ACTION TO BE COMPLETED BY HUMAN RESOURCES DEPARTMENT FOLLOWING BOARD ACTION Adjust class(es) / position(s) as follows: P300 (M347) Rev 3/15/01 February 14, 2017 Contra Costa County Board of Supervisors 652 REQUEST FOR PROJECT POSITIONS Department Date 2/8/2017 No. 1. Project Positions Requested: 2. Explain Specific Duties of Position(s) 3. Name / Purpose of Project and Funding Source (do not use acronyms i.e. SB40 Project or SDSS Funds) 4. Duration of the Project: Start Date End Date Is funding for a specified period of time (i.e. 2 years) or on a year-to-year basis? Please explain. 5. Project Annual Cost a. Salary & Benefits Costs: b. Support Costs: (services, supplies, equipment, etc.) c. Less revenue or expenditure: d. Net cost to General or other fund: 6. Briefly explain the consequences of not filling the project position(s) in terms of: a. potential future costs d. political implications b. legal implications e. organizational implications c. financial implications 7. Briefly describe the alternative approaches to delivering the services which you have considered. Indicate why these alternatives were not chosen. 8. Departments requesting new project positions must submit an updated cost benefit analysis of each project position at the halfway point of the project duration. This report is to be submitted to the Human Resources Department, which will forward the report to the Board of Supervisors. Indicate the date that your cost / benefit analysis will be submitted 9. How will the project position(s) be filled? a. Competitive examination(s) b. Existing employment list(s) Which one(s)? c. Direct appointment of: 1. Merit System employee who will be placed on leave from current job 2. Non-County employee Provide a justification if filling position(s) by C1 or C2 USE ADDITIONAL PAPER IF NECESSARY February 14, 2017 Contra Costa County Board of Supervisors 653 February 14, 2017 Contra Costa County Board of Supervisors 654 February 14, 2017 Contra Costa County Board of Supervisors 655 RECOMMENDATION(S): ADOPT Position Adjustment Resolution No. 21997 to cancel one (1) Sheriff's Crime Analyst (64VA) (represented) vacant position number 11964 at salary plan and grade ZB5 1510 ($5,162 - $6,275) and add one (1) Sheriff's Specialist (64VE) (represented) position at salary plan and grade VN5 1285 ($4,252 - $5,298) in the Sheriff's Office - Investigations Division. FISCAL IMPACT: The Office of the Sheriff will have an annual cost savings of $21,082 to the department’s general fund, and an annual retirement savings of $3,840. BACKGROUND: The Office of the Sheriff recently purchased a new crime analysis software system that will greatly improve the efficiency of the Crime Analyst Unit. The Investigations Unit currently has one Crime Analyst vacancy and is requesting to cancel the position and add a Sheriff's APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lori Brown (925) 335-1552 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Robyn Hanson C. 26 To:Board of Supervisors From:David O. Livingston, Sheriff-Coroner Date:February 14, 2017 Contra Costa County Subject:Cancel one (1) vacant Sheriff's Crime Analyst position and Add one (1) Sheriff's Specialist position to the Investigations Division February 14, 2017 Contra Costa County Board of Supervisors 656 BACKGROUND: (CONT'D) Specialist position. There is a significant backlog of cases due to the lack of administrative support. Administrative task include accessing computer databases, gathering data, analyzing AP sheet information, and delivering cases to the District Attorney's Office. Consequently, Detectives are performing many of these task. Approving this change in position structure within the Division will permit the Sheriff's Specialist to perform the administrative duties that are currently being completed by Detectives, allowing them to spend time investigating cases. CONSEQUENCE OF NEGATIVE ACTION: Failure to approve this request may result in a continued increase in case backlogs, poor use of Detectives professional time, which affects their ability to investigate cases in a timely manner, and may impact the safety and security of the citizens of Contra Costa County. CHILDREN'S IMPACT STATEMENT: No impact. AGENDA ATTACHMENTS P300 No. 21997 MINUTES ATTACHMENTS Signed P300 21997 February 14, 2017 Contra Costa County Board of Supervisors 657 February 14, 2017 Contra Costa County Board of Supervisors 658 February 14, 2017 Contra Costa County Board of Supervisors 659 POSITION ADJUSTMENT REQUEST NO. 21997 DATE 10/27/2016 Department No./ Department Office of the Sheriff Budget Unit No. 0255 Org No. 2535 Agency No. 25 Action Requested: Cancel one (1) Sheriff's Crime Analyst (64VA) position (11964), Add one (1) Sheriff's Specialist (64VE) position to the Investigations Division- Field Operations Bureau. Proposed Effective Date: 12/7/2016 Classification Questionnaire attached: Yes No / Cost is within Department’s budget: Yes No Total One-Time Costs (non-salary) associated with request: Estimated total cost adjustment (salary / benefits / one time): Total annual cost ($21,082.00) Net County Cost ($21,082.00) Total this FY ($10,541.00) N.C.C. this FY ($10,541.00) SOURCE OF FUNDING TO OFFSET ADJUSTMENT Savings to the Office of the Sheriff General Fund Department must initiate necessary adjustment and submit to CAO. Use additional sheet for further explanations or comments. Mary Jane Robb ______________________________________ (for) Department Head REVIEWED BY CAO AND RELEASED TO HUMAN RESOURCES DEPARTMENT TImothy M. Ewell 11/28/2016 ___________________________________ ________________ Deputy County Administrator Date HUMAN RESOURCES DEPARTMENT RECOMMENDATIONS DATE 1/31/2017 Cancel one Sheriff's Crime Analyst (64VA) vacant position (11964) and add one Sheriff's Specialist(64VE) position. Amend Resolution 71/17 establishing positions and resolutions allocating classes to the Basic / Exempt salary schedule. Effective: Day following Board Action. (Date) Tanya Williams 1/31/2017 ___________________________________ ________________ (for) Director of Human Resources Date COUNTY ADMINISTRATOR RECOMMENDATION: DATE 2/8/2017 Approve Recommendation of Director of Human Resources Disapprove Recommendation of Director of Human Resources Timothy M. Ewell Other: ____________________________________________ ___________________________________ (for) County Administrator BOARD OF SUPERVISORS ACTION: David J. Twa, Clerk of the Board of Supervisors Adjustment is APPROVED DISAPPROVED and County Administrator DATE BY APPROVAL OF THIS ADJUSTMENT CONSTITUTES A PERSONNEL / SALARY RESOLUTION AMENDMENT POSITION ADJUSTMENT ACTION TO BE COMPLETED BY HUMAN RESOURCES DEPARTMENT FOLLOWING BOARD ACTION Adjust class(es) / position(s) as follows: P300 (M347) Rev 3/15/01 February 14, 2017 Contra Costa County Board of Supervisors 660 REQUEST FOR PROJECT POSITIONS Department Date 2/8/2017 No. xxxxxx 1. Project Positions Requested: 2. Explain Specific Duties of Position(s) 3. Name / Purpose of Project and Funding Source (do not use acronyms i.e. SB40 Project or SDSS Funds) 4. Duration of the Project: Start Date End Date Is funding for a specified period of time (i.e. 2 years) or on a year-to-year basis? Please explain. 5. Project Annual Cost a. Salary & Benefits Costs: b. Support Costs: (services, supplies, equipment, etc.) c. Less revenue or expenditure: d. Net cost to General or other fund: 6. Briefly explain the consequences of not filling the project position(s) in terms of: a. potential future costs d. political implications b. legal implications e. organizational implications c. financial implications 7. Briefly describe the alternative approaches to delivering the services which you have considered. Indicate why these alternatives were not chosen. 8. Departments requesting new project positions must submit an updated cost benefit analysis of each project position at the halfway point of the project duration. This report is to be submitted to the Human Resources Department, which will forward the report to the Board of Supervisors. Indicate the date that your cost / benefit analysis will be submitted 9. How will the project position(s) be filled? a. Competitive examination(s) b. Existing employment list(s) Which one(s)? c. Direct appointment of: 1. Merit System employee who will be placed on leave from current job 2. Non-County employee Provide a justification if filling position(s) by C1 or C2 USE ADDITIONAL PAPER IF NECESSARY February 14, 2017 Contra Costa County Board of Supervisors 661 RECOMMENDATION(S): ADOPT Position Adjustment Resolution No. 22027 to establish the classification of Child Support Assistant Supervisor (JJHJ) (represented) at salary plan and grade K65 1483 ($5,026 - $6,109) and reclassify two (2) Clerical Supervisors (JWHF) (represented) position numbers 3548 and 3756 and the incumbents to the newly established classification in the Department of Child Support Services. FISCAL IMPACT: This action will result in an increase in departmental cost of approximately $1,115 per employee per month or an annual cost of $13,379 (including $274 in pension costs) per employee per year. The Department of Child Support Services is fully funded by 66% Federal and 34% State grant funds. There is zero cost to the County General Fund. BACKGROUND: A desk audit of the job duties of the two incumbent Clerical Supervisors was performed. The duties of these incumbents have been determined to be the supervision of specialized APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Adrienne Todd, (925) 313-4454 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Adrienne Todd C. 27 To:Board of Supervisors From:Melinda Self, Child Support Services Director Date:February 14, 2017 Contra Costa County Subject:Establish the classification of Child Support Assistant Supervisor and Reclassify Clerical Supervisor Incumbents in Dept. of Child Support Services February 14, 2017 Contra Costa County Board of Supervisors 662 BACKGROUND: (CONT'D) clerical teams, and thus requires a wider scope of knowledge than what is normally required to supervise general clerical work. The recommendation was to establish a new classification to properly define the duties and classify the staff performing the job. CONSEQUENCE OF NEGATIVE ACTION: If this action is not approved, the current classification does not include the needed specialized knowledge or allow for a higher level of responsibility to be taken by incumbents. CHILDREN'S IMPACT STATEMENT: AGENDA ATTACHMENTS AIR 27872 P300 22027 Establish CSA Supv MINUTES ATTACHMENTS Signed P300 22027 February 14, 2017 Contra Costa County Board of Supervisors 663 POSITION ADJUSTMENT REQUEST NO. 22027 DATE 11/10/2016 Department No./ Department Dept of Child Support Services Budget Unit No. 0249 Org No. 1780 Agency No. A40 Action Requested: Establish classification of Child Support Assistant Supervisor at salary plan and grade K65 1483 ($5,026- $6,109) and reclassify two (2) incumbent Clerical Supervisors (JWHF) positions # 3548 and #3756 in the Department of Child Support Services. Classification study completed by the Human Resources-Personnel Services Unit. Proposed Effective Date: 2/15/2017 Classification Questionnaire attached: Yes No / Cost is within Department’s budget: Yes No Total One-Time Costs (non-salary) associated with request: Estimated total cost adjustment (salary / benefits / one time): Total annual cost 13378 Net County Cost $0.00 Total this FY $5,574 N.C.C. this FY 0 SOURCE OF FUNDING TO OFFSET ADJUSTMENT 100% State and Federal Department must initiate necessary adjustment and submit to CAO. Use additional sheet for further explanations or comments. Adrienne Todd ______________________________________ (for) Department Head REVIEWED BY CAO AND RELEASED TO HUMAN RESOURCES DEPARTMENT Kevin J. Corrigan 02/02/17 ___________________________________ ________________ Deputy County Administrator Date HUMAN RESOURCES DEPARTMENT RECOMMENDATIONS DATE 2/1/2017 Establish classification of Child Support Assistant Supervisor at salary plan and grade K65 1483 ($5,026-$6,109) and reclassify two (2) incumbent Clerical Supervisors (JWHF) positions #3548 and #3756 in the Department of Child Support Services. Amend Resolution 71/17 establishing positions and resolutions allocating classes to the Basic / Exempt salary schedule. Effective: Day following Board Action. (Date) LaShonda Smith, HR Consultant 2/2/2017 ___________________________________ ________________ (for) Director of Human Resources Date COUNTY ADMINISTRATOR RECOMMENDATION: DATE Approve Recommendation of Director of Human Resources Disapprove Recommendation of Director of Human Resources Other: ____________________________________________ ___________________________________ (for) County Administrator BOARD OF SUPERVISORS ACTION: David J. Twa, Clerk of the Board of Supervisors Adjustment is APPROVED DISAPPROVED and County Administrator DATE BY APPROVAL OF THIS ADJUSTMENT CONSTITUTES A PERSONNEL / SALARY RESOLUTION AMENDMENT POSITION ADJUSTMENT ACTION TO BE COMPLETED BY HUMAN RESOURCES DEPARTMENT FOLLOWING BOARD ACTION Adjust class(es) / position(s) as follows: P300 (M347) Rev 3/15/01 February 14, 2017 Contra Costa County Board of Supervisors 664 REQUEST FOR PROJECT POSITIONS Department Date 2/2/2017 No. 1. Project Positions Requested: 2. Explain Specific Duties of Position(s) 3. Name / Purpose of Project and Funding Source (do not use acronyms i.e. SB40 Project or SDSS Funds) 4. Duration of the Project: Start Date End Date Is funding for a specified period of time (i.e. 2 years) or on a year-to-year basis? Please explain. 5. Project Annual Cost a. Salary & Benefits Costs: b. Support Costs: (services, supplies, equipment, etc.) c. Less revenue or expenditure: d. Net cost to General or other fund: 6. Briefly explain the consequences of not filling the project position(s) in terms of: a. potential future costs d. political implications b. legal implications e. organizational implications c. financial implications 7. Briefly describe the alternative approaches to delivering the services which you have considered. Indicate why these alternatives were not chosen. 8. Departments requesting new project positions must submit an updated cost benefit analysis of each project position at the halfway point of the project duration. This report is to be submitted to the Human Resources Department, which will forward the report to the Board of Supervisors. Indicate the date that your cost / benefit analysis will be submitted 9. How will the project position(s) be filled? a. Competitive examination(s) b. Existing employment list(s) Which one(s)? c. Direct appointment of: 1. Merit System employee who will be placed on leave from current job 2. Non-County employee Provide a justification if filling position(s) by C1 or C2 USE ADDITIONAL PAPER IF NECESSARY February 14, 2017 Contra Costa County Board of Supervisors 665 February 14, 2017 Contra Costa County Board of Supervisors 666 February 14, 2017 Contra Costa County Board of Supervisors 667 RECOMMENDATION(S): ADOPT Resolution No. 2017/58 reallocating the salary of the classifications of Management Analyst, Senior Management Analyst, Principal Management Analyst, Senior Deputy County Administrator, Assistant County Administrator and County Finance Director by removing two steps at the bottom of the salary range and adding two additional steps at the top of the salary range at five percent each, eliminating the outstanding performance pay steps for the classes of Senior Deputy County Administrator and Assistant County Administrator and abolishing the classifications of Deputy County Administrator and Principal Management Analyst – Project. The reallocation is effective March 1, 2017. FISCAL IMPACT: This action has a current year fiscal impact of approximately $27,000. The maximum annual potential cost of this action would be approximately $177,000, including $42,000 in pension cost. BACKGROUND: A review was completed of the salaries of specific classifications within the County Administrator's Office, in the following comparable counties: Alameda, Marin, Napa, Sacramento, San Francisco, San Mateo, Santa Clara, Santa Cruz, Solano, and Sonoma. On average, Contra Costa County's classifications were 29% behind those of these comparable counties. It is recommended that the classes be reallocated on the Salary Schedule to add two steps at the top of each range at 5% each. With this reallocation, the classifications will continue to be below the median salary of comparable counties. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Dianne Dinsmore, Human Resources Director 335-1766 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Dianne Dinsmore, Human Resources Director C. 30 To:Board of Supervisors From:David Twa, County Administrator Date:February 14, 2017 Contra Costa County Subject:Resolution Reallocating the Salary of Classifications in the Office of the County Administrator February 14, 2017 Contra Costa County Board of Supervisors 668 BACKGROUND: (CONT'D) > The attached resolution will reallocate the salary of the classifications of Management Analyst, Senior Management Analyst, Principal Management Analyst, Senior Deputy County Administrator, Assistant County Administrator and County Finance Director by removing the first two salary steps of each classification, eliminating existing performance pay steps, and adding two salary steps to the top of the salary range of each classification. The action also provides for movement of employees to the next higher step in their range (5% increase) effective March 1, 2017. CONSEQUENCE OF NEGATIVE ACTION: Without this modification, the County would continue to experience difficulty attracting and retaining candidates and may be detrimentally impacted by the loss of highly-trained personnel. AGENDA ATTACHMENTS Resolution No. 2017/58 MINUTES ATTACHMENTS Signed Res 2017/58 February 14, 2017 Contra Costa County Board of Supervisors 669 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 02/14/2017 by the following vote: AYE: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/58 In The Matter Of: Reallocating the salary of the classifications of Management Analyst, Senior Management Analyst, Principal Management Analyst, Senior Deputy County Administrator, Assistant County Administrator and County Finance Director by removing two steps at the bottom of the salary range and adding two additional steps at the top of the salary range at five percent each, eliminating the outstanding performance pay steps for the classes of Senior Deputy County Administrator and Assistant County Administrator and abolishing the classifications of Deputy County Administrator and Principal Management Analyst – Project WHEREAS, the County Administrator’s Office and the Human Resources Department recognized a need to reallocate the salary of the classifications of Management Analyst, Senior Management Analyst, Principal Management Analyst, Senior Deputy County Administrator, Assistant County Administrator and County Finance Director, by removing the first two salary steps of each classification, eliminating existing performance pay steps, and adding two salary steps to the top of the salary range of each classification; and WHEREAS, by removing the first two salary steps of each classification and adding two salary steps to the top of the salary range of each classification, the salary range is more marketable; NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors of Contra Costa County: ABOLISH outstanding performance pay steps for the classifications of Assistant County Administrator (ADB4) and Senior Deputy County Administrator (ADDH) in Resolution Nos. 94/576 and 99/657 and convert the steps to merit steps effective March 1, 2017; 1. ABOLISH the classification of Deputy County Administrator (ADDG) as it is vacant, obsolete, and currently set at the same salary as the classification of Principal Management Analyst, effective March 1, 2017; 2. ABOLISH the classification of Principal Management Analyst – Project (ADS5) as it is vacant and obsolete effective March 1, 2017; 3. RESCIND Performance Pay Plan Resolution Nos. 94/576 and 99/657 effective March 1, 2017 as they are now unnecessary and obsolete; 4. REALLOCATE the classification of Management Analyst (ADVB) from salary level B85-1434 ($4,790.26-$6,419.41) to salary level B85-1434 ($5,281.26-$7,077.40) effective March 1, 2017; 5. REALLOCATE the classification of Senior Management Analyst (ADTD) from salary level B85-1585 ($5,562.76-$7,454.63) to salary level B85-1585 ($6,132.95-$8,218.73) effective March 1, 2017. Place employee #61332 at Step 6, and employee #51869 at Step 5 on the new salary range effective March 1, 2017. 6. REALLOCATE the classification of Principal Management Analyst (ADHB) from salary level B85-1904 ($7,628.93-$9,273.01) to salary level B85-1905 ($8,410.90-10,223.50) effective March 1, 2017. 7. REALLOCATE the classification of Senior Deputy County Administrator (ADDH) from salary level B85-1978 ($8,208.89-$11,000.70) to salary level BD5-2566 ($9,050.30-$12,128.27) effective March 1, 2017. Place employee #61698 8. 5 February 14, 2017 Contra Costa County Board of Supervisors 670 at Step 2, employee #72678 at Step 5, employee #39386 at Step 6 , #60541 at Step 4, employee #82411 at Step 4, and employee #53576 at Step 5 on the new salary range effective March 1, 2017; February 14, 2017 Contra Costa County Board of Supervisors 671 REALLOCATE the classification of Assistant County Administrator (ADB4) from salary level B85-2277 ($11,037.16-$13415.74) to salary level B85-2277 ($12,168.47-$14,790.85) effective March 1, 2017. 9. REALLOCATE the classification of County Finance Director-Exempt (ADB6) from salary level BD5-2565 ($14,320.23-$17842.58) to BD5-2566 ($16,182.76-$19,671.44) and place employee #40206 at Step 4 effective March 1, 2017. 10. Incumbents in the aforementioned classifications will be eligible for review for within-range step adjustments on their next anniversary date. 11. Contact: Dianne Dinsmore, Human Resources Director 335-1766 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Dianne Dinsmore, Human Resources Director February 14, 2017 Contra Costa County Board of Supervisors 672 February 14, 2017 Contra Costa County Board of Supervisors 673 February 14, 2017 Contra Costa County Board of Supervisors 674 February 14, 2017 Contra Costa County Board of Supervisors 675 RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a license agreement with East Bay Regional Park District, for a five-year term beginning February 1, 2017, with three optional five-year extensions, to use District property for the County’s Vollmer Peak telecommunications tower, at a rate of $2,400 per month, Orinda area. AUTHORIZE the Public Works Director to provide notice to renew the license agreement by up to three additional five-year periods, if determined to be necessary. FISCAL IMPACT: 100% General Fund BACKGROUND: The County has operated a telecommunications tower (Tower) on Vollmer APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Dave Silva, (925) 313-2132 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 31 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:February 14, 2017 Contra Costa County Subject:Execute a license agreement with East Bay Regional Park District for Vollmer Peak Tower February 14, 2017 Contra Costa County Board of Supervisors 676 BACKGROUND: (CONT'D) Peak since 1961 under various agreements with the East Bay Regional Park District (District), which owns the property. The County is responsible for maintaining and operating the Tower, and it uses rack space in an adjacent District-owned shelter (Shelter). The County’s Department of Information Technology (DOIT) operates the Tower as a microwave/radio communications site for Bay Area public agencies. The Tower provides critical radio and microwave coverage for the western half of Contra Costa County and the northeastern portion of the San Francisco Bay Area. The County uses a District road to access the Tower and Shelter. Under this license agreement, the District will continue to grant the County a license to maintain the Tower on Vollmer Peak, to use six racks in the Shelter, and to use the District’s road to access the Tower and Shelter. The County will pay the District $2,400 per month, subject to annual increases beginning February 1, 2018, for the six racks in the Shelter, and will pay the District a road fee of $500 per year. The license agreement requires the County to indemnify the District against claims that arise from the County’s actions under the agreement. The term of the license agreement begins on February 1, 2017, and it expires five years after the effective date. The County may elect to extend the license term by up to three additional five-year periods, unless the District provides notice of nonrenewal at least 180 days in advance of the expiration of the then-current term of the license agreement. Because the Tower is an integral part of the County’s telecommunications network, the Departments of Public Works and Information Technology recommend that the Board of Supervisors approve the license agreement. CONSEQUENCE OF NEGATIVE ACTION: If the license agreement is not approved, DOIT will not be able to operate a communications site on Vollmer Peak, which will have a negative effect on the County and the public agencies that are using the telecommunications tower. The County would also incur additional costs to remove the tower from the site and relocate it to another site, if feasible. ATTACHMENTS License Agreement with EBRPD for Vollmer Peak February 14, 2017 Contra Costa County Board of Supervisors 677 February 14, 2017 Contra Costa County Board of Supervisors 678 February 14, 2017 Contra Costa County Board of Supervisors 679 February 14, 2017 Contra Costa County Board of Supervisors 680 February 14, 2017 Contra Costa County Board of Supervisors 681 February 14, 2017 Contra Costa County Board of Supervisors 682 February 14, 2017 Contra Costa County Board of Supervisors 683 February 14, 2017 Contra Costa County Board of Supervisors 684 February 14, 2017 Contra Costa County Board of Supervisors 685 February 14, 2017 Contra Costa County Board of Supervisors 686 February 14, 2017 Contra Costa County Board of Supervisors 687 February 14, 2017 Contra Costa County Board of Supervisors 688 February 14, 2017 Contra Costa County Board of Supervisors 689 February 14, 2017 Contra Costa County Board of Supervisors 690 February 14, 2017 Contra Costa County Board of Supervisors 691 February 14, 2017 Contra Costa County Board of Supervisors 692 February 14, 2017 Contra Costa County Board of Supervisors 693 February 14, 2017 Contra Costa County Board of Supervisors 694 February 14, 2017 Contra Costa County Board of Supervisors 695 RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment & Human Services Director, or designee, to execute a contract amendment with California Department of Community Services and Development, effective December 30, 2016, with no change to payment limit of $115,014 for Department of Energy Weatherization Assistance Program and extend the term through June 30, 2017. FISCAL IMPACT: 100% State funds California Department of Community Services and Development Pension costs: $6,245 County match: $0 State: 16C-6005, Amend 1 / CCC: 39-805-12 BACKGROUND: Contra Costa County has received funding from the State Department of Community Services and Development for 22 years wherein the county provides energy bill assistance payments APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: CSB, 925-681-6381 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Nelly Ige, Sung Kim, Sam Mendoza, Cassandra Youngblood C. 35 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Date:February 14, 2017 Contra Costa County Subject:2016-17 Departmentof Energy Weatherization Assistance Program (DOE WAP), Amend 1 February 14, 2017 Contra Costa County Board of Supervisors 696 BACKGROUND: (CONT'D) and weatherization services to county residents who are income-eligible to receive said services. The funding sources include Low Income Home Energy Assistance Program (LIHEAP), the Energy Crisis Intervention Program (ECIP), and the Department of Energy (DOE). The county receives the money via the Employment & Human Services Department (EHSD). EHSD, in turn, partners with the county Department of Conservation and Development to provide energy saving home improvements to low-income families throughout unincorporated Contra Costa County, as well as the County’s nineteen cities. The energy savings measures may provide homes with hot water heaters, furnaces, refrigerators, microwaves, doors, windows, fluorescent light bulbs, weather stripping, ceiling fans, and attic insulation. Homes receive a blower door test (a diagnostic tool to locate and correct air infiltration), and homes with gas appliances receive a combustion appliance safety test that checks for carbon monoxide gas leakage. Homes with gas appliances are provided with a carbon monoxide alarm. The program uses income based eligibility. The income levels are based on the Federal Fiscal Year 2016 Poverty Guidelines. Once eligibility is determined, clients with no hot water, no heat, or are in danger of having their power shut off are served as emergencies. Service is then based on clients with the lowest income, highest energy burden and families with at least one resident who is considered vulnerable population. The board approved receipt of funds on June 7, 2016 (c.35); the State routinely amends these contracts to extend the term to allow services to be fully expended. This board order is to extend the term end date from January 31, 2017 to new term end June 30, 2017. CONSEQUENCE OF NEGATIVE ACTION: If not approved, County may not receive funding to operate the weatherization program. CHILDREN'S IMPACT STATEMENT: The Employment & Human Services Department, Community Services Bureau energy program supports one Contra Costa County community outcome - Outcome #4: "Families that are Safe, Stable and Nurturing." This outcome is supported by the provision of home energy assistance to keep households warm in winter and to increase household energy efficiency. February 14, 2017 Contra Costa County Board of Supervisors 697 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Amendment Agreement #28-849-5 (#15-11053-A01) with the California Department of Public Health, effective April 1, 2016, to make technical adjustments to the budget, to increase the amount payable to County by $17,650 from $1,483,935 to a new total payment limit of $1,501,585, with no change in the original term from April 1, 2016 through March 31, 2019. FISCAL IMPACT: Approval of this Amendment will result in an increase in the amount of $17,650 from the California Department of Public Health. No County funds are required. BACKGROUND: The goals of the California Department of Public Health, Office of AIDS are: 1) to minimize new HIV infections; and 2) to maximize the number of people with HIV infection who access appropriate care, treatment, support and prevention services. The services required by the HIV Prevention Program, scope of work, in this Agreement are consistent with, and are designed to APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Daniel Peddycord (925) 313-6712 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: D MORGAN , M Wilhelm C. 32 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Amendment Agreement #28-849-5 with the California Department of Public Health February 14, 2017 Contra Costa County Board of Supervisors 698 BACKGROUND: (CONT'D) support these goals. On July 19, 2016, the Board of Supervisors approved Standard Agreement #28-849-4, for County to provide residents of Contra Costa County access to medical and support care services, including outreach and treatment under the HIV Care Program and Minority AIDS Initiative project, for the period from April 1, 2016 through March 31, 2019, which included agreeing to indemnify and hold the State harmless for claims arising out of the County’s performance under the Agreement. Approval of Contract Amendment Agreement #28-849-5 will make technical adjustments to the budget, allowing the County to receive additional funds to continue providing medical and support care services through March 31, 2019. CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, County will not receive the necessary funding to support the reduction in transmission of HIV; to provide the prevention services that will reduce hospitalization; and to provide support to HIV positive individuals in their homes; or to support compliance with State and Federal requirements for reporting of communicable disease. February 14, 2017 Contra Costa County Board of Supervisors 699 RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Defender, or designee, to apply for and accept a grant in amount of $50,000 from the San Francisco Foundation for the Proposition 47 Outreach program, for the period April 1, 2017 through November 30, 2017. FISCAL IMPACT: The grant will fund the continuation of salary and statutory benefit charges for two (2) temporary clerks, for an additional eight-month period beginning April 1, 2017. There is no requirement for matching funds by the County, and the grant will not increase Net County Cost. Anticipated grant revenues to be received in 2016-17 and expended in FY 2016-17 and FY 2017-18. BACKGROUND: Reflecting a growing movement for justice reform, California voters overwhelming passed Proposition 47, which reclassifies some "non-serious and nonviolent" property and drug crimes from felonies to misdemeanors. The provisions of this new law terminate in November APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Richard Loomis, (925) 335-8093 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 34 To:Board of Supervisors From:Robin Lipetzky, Public Defender Date:February 14, 2017 Contra Costa County Subject:Grant Award from the San Francisco Foundation supporting Proposition 47 Defense Outreach February 14, 2017 Contra Costa County Board of Supervisors 700 BACKGROUND: (CONT'D) 2017, which provide Defense Counsel with a limited period of time to identify, locate, and provide legal services to eligible defendants. By prioritizing an aggressive community outreach strategy in partnership with local community-based organizations and other government departments, the Public Defender's Office has become a statewide leader in Proposition 47 work. The department's efforts have resulted in the swift release of eligible persons from incarcerations, reductions for all known eligible felony probationers (more than 1,000 defendants) and the filing of resentencing and reclassification petitions in approximately 4,000 cases. There are reclassification provisions in Proposition 47 allowing for the reduction of prior felony convictions retroactively. According to data received from the County's Department of Information Technology, between 10,000 to 15,000 convictions are potentially eligible for reclassification. Thanks to the incremental staffing made possible through grant funding in early 2016, over the past eight months we have exceeded our primary goal - to provide substantial relief from criminal convictions for 1,740 cases by the end of calendar year 2016 - by 149%. The initial eight-month pilot phase served as proof of concept - that dedicating time and resources to a coordinated, multi-agency effort can benefit not only individual defendants but the entire judicial system. Solicitation of supplemental funding from non-profit foundations has previously resulted in three (3) individual awards combining to the sum of $98,503 to augment the public funding commitment to this important work. Currently the Proposition 47 Outreach Program has three (3) temporary clerical positions that work under the supervision of a Deputy Public Defender to accelerate the Proposition 47 activities already underway. The job duties include: client intake, review of closed cases, drafting and filing of petitions, preparing files for hearings, client communications and notification and conducting outreach events throughout the County. Continuation of the program is to be funded by the San Francisco Foundation in the additional amount of $50,000 for two temporary clerks for an eight-month period beginning April 1, 2017. CONSEQUENCE OF NEGATIVE ACTION: The Office of the Public Defender will experience difficulty in fully implementing the mandates of Proposition 47 for the residents of Contra Costa County. CHILDREN'S IMPACT STATEMENT: None. February 14, 2017 Contra Costa County Board of Supervisors 701 RECOMMENDATION(S): ADOPT Resolution No. 2017/46 authorizing the Sheriff-Coroner, or designee, to apply for and accept a grant from the California Office of Traffic Safety in an initial amount of $452,937.58 for the Sheriff's Forensic Services Unit to purchase a Liquid Chromatography Mass Spectrometry Instrument and Nitrogen Generator beginning October 1, 2017 to the end of the grant period. FISCAL IMPACT: Initial revenue of $452,937.58, 100% State funds. BACKGROUND: The Contra Costa County Office of the Sheriff-Forensic Services Division (FSD) will use monies from the Office of Traffic Safety Grant Federal Fiscal Year 2018 to purchase a liquid chromatography-tandem mass spectrometry (LC-MS/MS) instrument. The FSD is an accredited crime laboratory providing forensic services to more than 20 law enforcement agencies in the County. The LC-MS/MS instrument will enable the laboratory to provide more meaningful information on driving under the influence of drugs (DUID) and drug facilitated sexual assault (DFSA) cases without the need for outside testing. Currently, the toxicology unit does not have the equipment to keep pace with APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sandra Brown 925-335-1553 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 33 To:Board of Supervisors From:David O. Livingston, Sheriff-Coroner Date:February 14, 2017 Contra Costa County Subject:State of California Office of Traffic Safety Grant February 14, 2017 Contra Costa County Board of Supervisors 702 BACKGROUND: (CONT'D) current and future legislation and drug trends. On January 1, 2014, changes to driving under the influence laws (Sections 23152 and 23153 of the Vehicle Code) went into effect. With the prevalence of drivers driving under the influence on California roads and highways rising, these changes were implemented in efforts for law enforcement to identify and ultimately increase the prosecution of drug impaired driving cases. The section (e) that became operative on January 1, 2014 makes it unlawful for a person who is under the influence of any drug to drive a motor vehicle; this not only includes illegal narcotics and stimulants, but also even legal prescriptions, herbs, and over-the-counter drugs. In November 2016, California passed Proposition 64 (Adult Use of Marijuana Act) that allows adults age 21 and over to possess, transport, purchase, consume and share up to one ounce of marijuana and eight grams of marijuana concentrates. It is anticipated there will be an influx of marijuana analysis requests for “DUID” cases. Recently there has been increased forensic and public safety interest in newer or “emerging drugs” inclusive of “bath salts”, synthetic cannabinoids and fentanyl analogs; a LC-MS/MS would enable the crime laboratory to increase the variety of drugs that can be tested. This information will provide a comprehensive report to police agencies and the District Attorney’s Office for prosecution purposes. The project objectives include the purchase and installation of new LC-MS/MS instrument hardware and software which will be supported by the manufacturer and installation of a Nitrogen generator to be used with the LC-MS/MS instrument. The anticipated outcomes of the LC-MS/MS instrumentation include providing more meaningful information on driving under the influence of drugs (DUID) and drug facilitated sexual assault (DFSA) cases to law enforcement and increasing the variety of drugs tested at the crime laboratory. Why is it in best interest of the County? The crime laboratory serving Contra Costa County has an obligation to provide the best and most comprehensive results in forensic casework. Obtaining a LC-MS/MS will enable the laboratory to provide appropriate, accurate and reliable results for use in the criminal justice system as well as keep pace with current and future legislation and drug trends. CONSEQUENCE OF NEGATIVE ACTION: The crime laboratory currently provides limited toxicology analysis which does not meet the needs of client agencies. The current instrumentation is not adequate for current legislation related to driving under the influence of drugs or potential per se drug laws in the future. The unit is limited in the scope of drugs that can be tested due to inadequate instrumentation. To meet the needs of law enforcement agencies, many requests for analysis must be sent to an accredited outside laboratory. Any analysis performed by an outside laboratory creates an increased burden and cost to Contra Costa County law enforcement agencies and the District Attorney’s Office if the case is prosecuted. CHILDREN'S IMPACT STATEMENT: None. AGENDA ATTACHMENTS Resolution No. 2017/46 MINUTES ATTACHMENTS Signed Reso 2017/46 February 14, 2017 Contra Costa County Board of Supervisors 703 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 02/14/2017 by the following vote: AYE: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/46 IN THE MATTER OF: Applying for and Accepting a grant from the California Office of Traffic Safety. WHEREAS the County of Contra Costa is seeking funds available through the State of California Office of Traffic Safety. NOW, THERFORE IT BE RESOLVED that the Board of Supervisors: Authorizes the Sheriff-Coroner, Undersheriff or the Sheriff's Chief of Management Services, to execute for and on behalf of the County of Contra Costa, a public entity established under the laws of the State of California, any actions necessary for the purpose of obtaining State financial assistance provided by the State of California. Contact: Sandra Brown 925-335-1553 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: 5 February 14, 2017 Contra Costa County Board of Supervisors 704 February 14, 2017 Contra Costa County Board of Supervisors 705 RECOMMENDATION(S): APPROVE the allocation of $75,000 of Housing Opportunities for Persons with HIV/AIDS (HOPWA) funds from Fiscal Years 2016/17 and 2017/18 to Resources for Community Development to assist in the construction of a mixed-use development that will include 45 units of multifamily affordable housing called the St. Paul’s Commons project in the City of Walnut Creek. FISCAL IMPACT: No General Fund impact. One hundred percent federal funds. HOPWA funds are provided to the County on a formula basis through the City of Oakland. BACKGROUND: The National Affordable Housing Act (Public Law 101-625, approved November 28, 1990) authorizes the Housing Opportunities for Persons with AIDS Program (HOPWA) to provide states and localities with resources to devise long-term comprehensive strategies for meeting the housing needs of persons with HIV/AIDS and related diseases. The City of Oakland (City) is the HOPWA grant recipient for Alameda and Contra Costa counties. The City allocates the HOPWA funds between the City and counties on a fair share allocation basis. These funds may be used for site acquisition, rehabilitation and new construction of affordable housing, supportive services, housing information services, rent and utility subsidies, and certain other housing related activities for low-income persons living with HIV/AIDS in both incorporated and unincorporated areas of the County. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kristin Sherk, (925) 674-7887 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 41 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:February 14, 2017 Contra Costa County Subject:Allocation of Fiscal Year 2016/17 and FY 2017/18 Housing Opportunities for Persons with HIV/AIDS (HOPWA) February 14, 2017 Contra Costa County Board of Supervisors 706 BACKGROUND: (CONT'D) The Contra Costa Consortium (County staff and staff from the Cities of Antioch, Concord, Pittsburg, and Walnut Creek) make funding recommendations regarding HOPWA to the Board of Supervisors. The current funding recommendation is the result of a competitive application process initiated in October 2016. A Notice of Funding Availability was sent to over 100 jurisdictions, public agencies, affordable housing developers and interest groups active in the County. The Department of Conservation and Development received one application requesting $75,000 in HOPWA funds. The Consortium met on December 15, 2016 to consider staff recommendations for the St. Paul’s Commons project. The Consortium recommends that the Board of Supervisors allocate $75,000 in HOPWA funds to Resource for Community Development (RCD) to assist in the new construction of St. Paul’s Commons. The recommended HOPWA allocation includes $66,376 from FY 2016/17 and $8,624 from FY 2017/18. The FY 2017/18 HOPWA funds are contingent on the County executing an agreement for HOPWA funds with the City of Oakland. In addition to HOPWA, RCD is proposing to use $800,000 in HOME Investment Partnership Act (HOME) funds and $1,000,000 in Community Development Block Grant (CDBG) funds from the County. These funding recommendations are included in a separate action under consideration to the Board today. In addition, RCD is also proposing to use the following funds: City of Walnut Creek funds ($5,000,000), low income housing tax credit equity ($12,172,072), developer equity ($823,764), Affordable Housing Program ($440,000), land donation ($2,250,000) and deferred developer fee ($47,281). RCD, in partnership with St. Paul’s Episcopal Church, is proposing to develop St. Paul’s Commons, which involves the new construction of a 45-unit affordable housing development on a 0.64 acre site in Walnut Creek. The property is owned by St. Paul’s Episcopal Church and it intends to lease the site to RCD after construction at below market rate. St. Paul’s Commons will target households with incomes ranging from 30 percent to 60 percent of the Area Median Income (AMI). The development will include 30 studios, 14 one-bedroom units and a two-bedroom unit for the resident property manager. A total of 19 units will be designated as HOME units; one of the studio units will also be designated as a HOPWA unit. In accordance with HOPWA regulations, RCD will contract with the County Health Services Department HIV/AIDS Program to be the lead services agency and provider of services to the resident at St. Paul’s Commons. The development will also include community spaces including a property management office, a community center, resident roof deck, services office, shared computer terminals for residents, bike parking, and a laundry room. The Walnut Creek City Council has endorsed and supported the project with $5 million in funding by providing funding for the construction of the housing as well as predevelopment money. Legal documents for the project will include a loan agreement, a promissory note, a deed of trust and security agreement, a regulatory agreement, and a subordination agreement. Other documents that may be required include an assignment and assumption agreement and one or more estoppel agreements. The intercreditor agreement will include repayment terms including a share of any excess proceeds of financing at the end of construction. These documents will be submitted for Board of Supervisors approval at a later date prior to the start of construction. CONSEQUENCE OF NEGATIVE ACTION: If the Board of Supervisors does not approve this allocation of HOPWA funds, St. Paul's Commons may not be viable at this time. CHILDREN'S IMPACT STATEMENT: The construction of affordable housing is consistent with outcome #3 of the Children's Report Card: Families are Economically Self Sufficient. February 14, 2017 Contra Costa County Board of Supervisors 707 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract Amendment Agreement #24-681-2(32) with Susan Martinez (dba God’s Grace Homes), an individual, effective February 1, 2017, to amend Contract #24-681-2(31), to increase the payment limit by $50,000, from $238,800 to a new payment limit of $288,800, with no change in the original term of July 1, 2016 through June 30, 2017. FISCAL IMPACT: This amendment is funded 100% Mental Health Realignment funds. (Rate increase) BACKGROUND: On May 24, 2016, the Board of Supervisors approved Contract #24-681-2(31) with Susan Martinez (dba God’s Grace Homes), for the period from July 1, 2016 through June 30, 2017, for the provision of augmented board and care services for County-referred mentally disordered clients. Approval of Contract Amendment Agreement #24-681-2(32) will allow the Contractor to provide additional augmented board and care services through June 30, 2017. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Cynthia Belon, 925-957-5201 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: E Suisala , M Wilhelm C. 62 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Amendment #24-681-2(32) with Susan Martinez (dba God’s Grace Homes) February 14, 2017 Contra Costa County Board of Supervisors 708 CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, contractor will not be paid for additional augmented board and care services. February 14, 2017 Contra Costa County Board of Supervisors 709 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract Amendment Agreement #74-314-8 with Shelter, Inc. of Contra Costa County, a non-profit corporation, effective February 1, 2017, to amend Contract #74-314-7, to increase the payment limit by $246,226, from $2,030,447 to a new payment limit of $2,276,673, with no change in the original term of August 1, 2016 through June 30, 2017. FISCAL IMPACT: This amendment is funded 100% by Mental Health Services Act (No rate increase) BACKGROUND: This Contract meets the social needs of the County’s population in that it provides support services to County residents that are homeless and have a diagnosis of mental illness or a dual-diagnosis of mental illness and substance abuse, and are receiving services of Contract Costa County Mental Health or other approved referral agencies. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Cynthia Belon, 957-5201 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: D Morgan, M Wilhelm C. 42 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Amendment #74-314-8 with Shelter, Inc. of Contra Costa County February 14, 2017 Contra Costa County Board of Supervisors 710 BACKGROUND: (CONT'D) On October 25, 2016, the Board of Supervisors approved Contract #74-314-7 with Shelter, Inc. of Contra Costa County for the provision of housing assistance services to severely and persistently mentally ill (SPMI) youth and adults including the master-lease rental units, for the period from August 1, 2016 through June 30, 2017. Approval of Contract Amendment Agreement #74-314-8 will allow the Contractor to provide additional housing assistance services through June 30, 2017. CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, County will not have enough master-lease rental units to meet demand for placement of County’s SPMI Clients. February 14, 2017 Contra Costa County Board of Supervisors 711 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract Amendment Agreement #74-443-8 with Ujima Family Recovery Services, a non-profit corporation, effective February 1, 2017, to amend Contract #74-443-7, to increase the payment limit by $20,000, from $669,500 to a new payment limit of $689,500, with no change in the original term of July 1, 2016 through June 30, 2017. FISCAL IMPACT: This Amendment is funded 100% by SAMHWorks. (No rate increase) BACKGROUND: On September 27, 2016, the Board of Supervisors approved Contract #74-443-7 with Ujima Family Recovery Services for the period from July 1, 2016 through June 30, 2017, for the provision of trauma therapy, case management and assessment services for Substance Abuse and Mental Health (SAMHWorks) clients. Approval of Contract Amendment Agreement #74-443-8 will allow the Contractor to provide additional services to Clients enrolled in the SAMHWorks program, through June 30, 2017. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Cynthia Belon, 925-957-5201 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: E Suisala, M Wilhelm C. 60 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Amendment #74-443-8 with Ujima Family Recovery Services February 14, 2017 Contra Costa County Board of Supervisors 712 CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, Contractor will not be paid for additional services provided to County’s clients in need of treatment, case management or SAMHWorks assessments. February 14, 2017 Contra Costa County Board of Supervisors 713 RECOMMENDATION(S): (1) APPROVE the design and bid documents, including the plans and specifications for typical work, contract General Conditions, Technical Specifications, and the Construction Task Catalog for Job Order Contracts 004, 005, 006, and 007. (2) AUTHORIZE the Public Works Director, or designee, to solicit bids to be received on or about March 23, 2017 and issue bid addenda, as needed, for clarification of the bid documents, provided the involved changes do not significantly increase the construction cost estimate. (3) DIRECT the Clerk of the Board to publish, at least 14 calendar days before the bid opening date, the Notice to Contractors in accordance with Public Contract Code Section 22037, inviting bids for this project. (4) DIRECT the Public Works Director, or designee, to send notices by email or fax and by U.S. Mail to the construction trade journals specified in Public Contract Code Section 22036 at least 15 calendar days before the bid opening. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Ramesh Kanzaria, (925) 313-2000 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: , Deputy cc: C. 38 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:February 14, 2017 Contra Costa County Subject:APPROVE and AUTHORIZE Advertisement for Construction Bids for Annual Job Order Contracts 004, 005, 006, and 007 (WW0862) February 14, 2017 Contra Costa County Board of Supervisors 714 FISCAL IMPACT: JOC work orders will only be issued when there is an approved project and funding. The contract value can range from a minimum of $45,001 to a maximum of $4.5 million. The maximum contract value of $4.5 million per annual JOC contract is a maximum limit based on Public Contract Code Section 20128.5 (not actual appropriated dollars), and it is possible that the limit may not be reached. Having this limit allows for efficiency and flexibility in accomplishing work up to the maximum statutory limit. BACKGROUND: On March 31, 2015, the Public Works Department participated in a County Building Infrastructure Workshop before the Board. At that time, Capital Projects and Facilities Maintenance staff were reviewing the recommended priority projects from the 2014 assessment of 81 buildings at 48 sites to present the list of projects to be funded with Facilities Life-Cycle Investment Program (FLIP). On May 12, 2015, the Board approved the FLIP project list for the Fiscal Year 2015/2016. In order to be efficient in delivering projects, the County has employed a variety of project delivery methods. One such method is Public Contract Code Section 20128.5, which authorizes counties to award one or more individual annual contracts for repair, remodeling, or other repetitive work to be done according to unit prices. Once an annual contract is awarded, individual projects are then done through written job orders performed by the job order contractor at the unit prices bid for the annual contract. Such Job Order Contracting (JOC) is a project delivery tool that has been proven to reduce costs, save time, and increase productivity. The Contra Costa County Board of Supervisors previously approved the use of annual JOC contracts in 2002. From 2002 to 2010, the County successfully utilized JOC as a responsive contracting technique for the accomplishment of maintenance, repair, and remodeling projects totaling more than $15 million. On July 28, 2015, the County executed a Consulting Services Agreement with The Gordian Group, Inc. d/b/a The Mellon Group ("Gordian") to provide JOC Program development and implementation services for various County projects. As part of the Agreement, Gordian developed and maintained a JOC catalog, also known as a unit price book that contained individual construction tasks for all aspects of the repair, remodeling, and other repetitive work including general conditions, driveways, parking lots, and other construction-related components, covered by the annual JOC contracts awarded by the County. On September 15, 2015, the Board of Supervisors authorized the Public Works Director to solicit bids for job order contracts. On November 10, 2015, the Board of Supervisors awarded three contracts each in the amount of $2,000,000 to Sea Pac Engineering (JOC 001), John F. Otto, Inc., (JOC 002), and Mark Scott Construction (JOC 003). The California Public Contract Code (PCC) Section 20128.5 provides that counties may award annual contracts up to a maximum allowable contract value of $4,659,196 ($3,000,000 in 1998 increased annually by the California Consumer Price Index). Due to the success of the program, the great need, and the satisfactory performance by John F. Otto Inc. and Mark Scott Construction, on September 20, 2016, the Board approved Change Order No. 1 with John F. Otto, Inc. (JOC 002) and Mark Scott Construction (JOC 003) to increase the contract amount each by $2,500,000 to a new contract amount of $4,500,000. The JOC Program has been a valuable construction project delivery tool for the term of the JOC contracts. Under the JOC program, the Public Works Department has assigned 41 projects; 11 projects completed, 21 projects which are in construction, and 9 projects under review and slated to be completed under the existing contracts. As we near the expiration date and reach maximum contract amounts for the existing job order contracts, other projects are still eligible to be accomplished under the JOC program. There is a great need to continue utilizing the JOC program. Bid documents for Job Order Contracts 004, 005, 006, and 007, including plans and specifications for typical work, have been updated for the Public Works Department by Gordian. The maximum contract value for each annual JOC contract is $4.5 million ($3.0 million adjusted by the Consumer Price Index per Public Contract Code Section 20128.5). The general prevailing wage rates are on file with the Clerk of the Board of Supervisors and will be the February 14, 2017 Contra Costa County Board of Supervisors 715 minimum rates paid on the projects covered by the annual JOC contracts. The contractors to be awarded the annual JOC contracts will be the lowest responsive and responsible bidders and their good faith effort documentation will have to comply with the County’s Outreach Program requirements where appropriate. California Environmental Quality Act (CEQA) requirements will be determined and addressed on a project-by-project basis as projects occur. If annual JOC contracts are ultimately awarded under this solicitation, each will be for a term of 12 months. The County reserves the right to award one or more of Job Order Contracts 004, 005, 006, and 007. The County is not required to award all four contracts and is not required to award any contract if the bid pricing is unfavorable. CONSEQUENCE OF NEGATIVE ACTION: If JOC bid solicitation is not approved and authorized, the County will not have the resources to complete deferred maintenance projects as described in the FLIP report and other County construction projects involving repair, remodeling, and other repetitive work. February 14, 2017 Contra Costa County Board of Supervisors 716 RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract amendment with Interactive Resources, Inc., effective February 7, 2017, to increase the payment limit by $400,000, to a new payment limit of $900,000, and to extend the term to October 13, 2019 with a one-year extension option, for as-needed architectural services, Countywide. FISCAL IMPACT: $400,000 from 100% various funds. BACKGROUND: On October 13, 2015, the Board of Supervisors approved an as-needed Consulting Services Agreement with Interactive Resources, Inc. in an amount of $500,000. Interactive Resources, Inc. is under contract to provide as-needed architectural services for various ongoing projects. Interactive Resources was selected through a competitive qualifications-based selection process. The Public Works Department requested Statements of Qualifications (“SOQs”), and received 28 SOQs, and ten firms were short-listed. A selection committee comprised of County staff conducted interviews APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Ramesh Kanzaria, (925) 313-2000 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 39 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:February 14, 2017 Contra Costa County Subject:APPROVE and AUTHORIZE Amendment No. 1 to Consulting Services Agreement with Interactive Resources, Inc. for As-Needed Architectural Services February 14, 2017 Contra Costa County Board of Supervisors 717 BACKGROUND: (CONT'D) and ranked the short-listed firms. The amendment includes a one year extension option that can be exercised by the Public Works Director if she chooses. It is recommended that Interactive Resources, Inc. be awarded the amendment for their as-needed agreements at this time. Additional fees will be used for the existing and additional projects which include remodels, tenant improvements, additions, modernization, mechanical, electrical, and plumbing upgrades, and code-related improvements. Projects may also include investigations, studies, and reports. Some of the anticipated projects include those identified in the County's facilities life-cycle investment program ("FLIP”) under the recent budget allocation for capital projects and deferred maintenance. Having this as-needed agreement in place will allow the design phase to commence sooner and provide for a shorter project completion schedule. CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, projects currently in process will be delayed, which will ultimately result in higher project costs. February 14, 2017 Contra Costa County Board of Supervisors 718 RECOMMENDATION(S): (1) APPROVE the design, plans, and specifications for the above project. (2) DETERMINE that the bid submitted by Southland Construction Management Inc. (“Southland Construction”) complied with the requirements of the County’s Outreach Program for this project, as provided in the project specifications, and FURTHER DETERMINE that Southland Construction submitted the lowest responsive and responsible bid for this project. (3) AWARD the construction contract for the above project to Southland Construction in the amount of $769,335 and DIRECT that the Public Works Director, or designee, prepare the contract. (4) DIRECT that Southland Construction shall submit two good and sufficient security bonds (performance and payment bonds) in the amount of $769,335 each. (5) ORDER that, after the contractor has signed the contract and returned it, together with the bonds, evidence of insurance, and other required documents, and the Public Works Director has reviewed and found them to be sufficient, the Public Works Director, or designee, is authorized to sign the contract for this Board. (6) ORDER APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Ramesh Kanzaria, (925) 313-2000 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Mark Peterson, District Attorney C. 40 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:February 14, 2017 Contra Costa County Subject:AWARD the Construction Contract for the Remodeling of the 1st, 3rd, and 4th Floors at 900 Ward Street, Martinez, Project (WH128B) February 14, 2017 Contra Costa County Board of Supervisors 719 RECOMMENDATION(S): (CONT'D) that, in accordance with the project specifications and upon signature of the contract by the Public Works Director, or designee, any bid bonds posted by the bidders are exonerated and any checks or cash submitted for bid security shall be returned. (7) AUTHORIZE the Public Works Director, or designee, to sign any escrow agreements prepared for this project to permit the direct payment of retentions into escrow or the substitution of securities for moneys withheld by the County to ensure performance under the contract, pursuant to Public Contract Code Section 22300. (8) AUTHORIZE the Public Works Director, or designee, to order changes or additions to the work pursuant to Public Contract Code Section 20142. (9) DELEGATE, pursuant to Public Contract Code Section 4114, to the Public Works Director, or designee, the Board’s functions under Public Contract Code Sections 4107 and 4110. FISCAL IMPACT: 100% General Fund. BACKGROUND: The purpose of the project is to renovate the District Attorney’s Office, which is in need of additional office space. The 3rd floor law library will be converted into office space for law clerks and the 4th floor patio will be converted into cubicle offices. Currently, there is one shower and locker room for both sexes. A portion of the 1st floor copy room will be converted to provide an additional shower and locker room. The construction cost estimate is $710,000, and the general prevailing wage rates will be the minimum rates paid on this project. Bids were received and opened by the Public Works Department on January 12, 2017, and the bid results are as follows: BIDDER BASE BID Southland Construction, Pleasanton $769,335 W.A. Thomas, Martinez $917,000 CWS Construction Group, Novato $928,000 Vila Construction, Richmond $932,789 Marvin Collins Construction, Hercules $1,134,833 All base bids were above the consultants preliminary construction cost estimate of $710,000. Southland Construction submitted the lowest responsive and responsible bid of $769,335, which is $147,665 less the next lowest bid submitted by W.A. Thomas. Staff has determined that Southland Construction's bid is responsive and their good faith effort documentation complies with the County's Outreach Program. Staff recommends that the bid be awarded to Southland Construction in the amount of $769,335. CONSEQUENCE OF NEGATIVE ACTION: If the project is not approved, the facility will be unable to meet the needs of existing staff. February 14, 2017 Contra Costa County Board of Supervisors 720 RECOMMENDATION(S): Approve clarification of Board action of December 6, 2016, (C.83) with Lee A. Shratter, M.D., A Professional Corporation, to change the name of the Contractor to read Lee A. Shratter, M.D., an individual, instead of Lee A. Shratter, M.D., A Professional Corporation, with no change in the payment limit of $900,000 and no change in the term of January 1, 2017 through December 31, 2019. FISCAL IMPACT: This contract is funded 100% Hospital Enterprise Fund I. (No Rate Increase) BACKGROUND: On December 6, 2016, the Board of Supervisors approved Contract #76-507-14 with Lee A. Shratter, M.D., A Professional Corporation, for the provision of radiology services including consultation, on-call coverage and interpretation of CT Scans, MRIs, ultrasounds, invasive procedures and plain films for CCRMC, for the period from January 1, 2017 through December 31, 2019. The purpose of this Board Order is to clarify the name of the contractor to read Lee A. Shratter, M.D., an individual instead of Lee A. Shratter, M.D., A Professional Corporation. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Samir Shah, M.D., 925-370-5525 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: K Cyr, M Wilhelm C. 37 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Clarification of Board Order Item #C.83 from December 6, 2016, Contract with Lee A. Shratter, M.D. February 14, 2017 Contra Costa County Board of Supervisors 721 CONSEQUENCE OF NEGATIVE ACTION: If this correction is not approved, Contractor's name will remain incorrect. February 14, 2017 Contra Costa County Board of Supervisors 722 RECOMMENDATION(S): APPROVE and AUTHORIZE the Chief Engineer, or designee, of the Contra Costa County Flood Control and Water Conservation District, to execute a contract amendment with Environmental Science Associates, to extend the term from February 14, 2017 through December 31, 2017, and to increase the payment limit by $200,000, to a new payment limit of $790,042, to provide planning and project development services for the Lower Walnut Creek Restoration Project, Martinez area. FISCAL IMPACT: This project is 100% funded by Flood Control Zone 3B (Walnut Creek watershed) funds. BACKGROUND: On June 25, 2013, the Board of Supervisors authorized the FC District to remove the lowest four miles of the Army Corps of Engineers’ “Walnut Creek Project” from Corps oversight. The FC District sought this removal to return the facility to local control and permit the FC District to manage it in a more sustainable manner. Legislation was subsequently introduced to selectively deauthorize Lower Walnut Creek from the system. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Crystal O'Dell, (925) 313-2023 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Mike Carlson, Deputy Chief Engineer, Paul Detjens, Flood Control, Crystal O'Dell, Flood Control, Catherine Windham, Flood Control C. 44 To:Contra Costa County Flood Control District Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:February 14, 2017 Contra Costa County Subject:Contract Amendment with Environmental Science Associates for Lower Walnut Creek Restoration Project, Martinez area. Project No. 7520-6B8285 February 14, 2017 Contra Costa County Board of Supervisors 723 BACKGROUND: (CONT'D) This legislation was approved by Congress and signed by President Obama on June 10, 2014. After deauthorization and return of the facility to local control, the FC District embarked on the Lower Walnut Creek Restoration Project, which encompasses the lowest four miles of Walnut Creek and Pacheco Creek. The objective of this restoration project is to transform this stretch of channel to a sustainable flood control facility. The FC District is in the midst of a multi-year, community based planning process to determine the most feasible and cost effect alternative that meets the project's objectives. Environmental Science Associates (ESA) is the specialized consultant leading this planning effort. This contract amendment extends the completion date and raises the total contract amount. The completion date extension is needed to provide enough time to fully incorporate community input, and to accommodate various planning activities that are taking longer to accomplish than originally anticipated. The raise in contract amount by $200,000 allows ESA to perform additional tasks (such as additional wetlands habitat mapping and sea level rise analyses) that the FC District identified as beneficial for the overall Lower Walnut Creek Restoration planning process, but were not included in the original project scope. CONSEQUENCE OF NEGATIVE ACTION: If the amendment is not approved, the consultant will not be able to perform the additional work or be paid for it. The FC District and Environmental Science Associates have been jointly conducting a community based planning effort that needs more time to complete. February 14, 2017 Contra Costa County Board of Supervisors 724 RECOMMENDATION(S): APPROVE and AUTHORIZE the County Administrator, or designee, to execute a contract with Resource Development Associates in an amount not to exceed $170,000 to provide facilitation and data analysis services to the Racial Justice Task Force for the period February 14, 2017 through June 30, 2018, as recommended by the Public Protection Committee. FISCAL IMPACT: The CAO's FY 2016-17 budget (org. 1215) includes $225,000 of AB 109 Public Safety Realignment funding for data evaluation and system planning work. $170,000 of this funding has been allocated to the Racial Justice Task Force's Facilitation and Data Analysis services. BACKGROUND: The Public Protection Committee first considered this matter on its agenda in July 2015 in response to an April 2015 letter to the Board of Supervisors from the Racial Justice Coalition. After PPC discussion and direction, staff returned with a comprehensive report to the PPC in September 2015 with data related to race in the local justice system, the County’s Workplace Diversity Training, and information regarding outside diversity and implicit bias trainings. In November 2015 the PPC discussed the data from the September 2015 staff report and how it compared to the County’s 2008 report on Disproportionate Minority Contacts (DMC) in the local juvenile justice system. This led to joint recommendations to the PPC in December 2015 by the Chief Probation Officer, District Attorney, and Public Defender that included: 1. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: L. DeLaney, 925-335-1097 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 50 To:Board of Supervisors From:PUBLIC PROTECTION COMMITTEE Date:February 14, 2017 Contra Costa County Subject:Contract Award for the Racial Justice Task Force "Facilitation and Data Analysis Services" February 14, 2017 Contra Costa County Board of Supervisors 725 BACKGROUND: (CONT'D) the County convene a Task Force to revisit and expand upon the findings of the County’s 2008 juvenile justice DMC report, the County enter into a contract for a facilitator to help guide the Task Force through this process, and a researcher be paid to help the Task Force collect and analyze data during the process. In April 2016, the Board of Supervisors accepted recommendations from the PPC to form a 17-member Task Force and approved the following final composition in September 2016: Contra Costa County Racial Justice Task Force Seat Member Title/Affiliation/District County Probation Officer Todd Billeci Chief Probation Officer Public Defender Robin Lipetzky Public Defender District Attorney Tom Kensok Assistant District Attorney Sheriff-Coroner John Lowden Captain, Sheriff’s Office Health Services Director Dr. William Walker Health Services Director Superior Court Designee Magda Lopez Director of Court Programs and Services County Police Chief’s Association Bisa French Assistant Chief, Richmond Police Department Mt. Diablo Unified School District Debra Mason Board Member Antioch Unified School District Bob Sanchez Director of Student Support Services West Contra Costa Unified School District Marcus Walton Communications Director Mental Health Representative Christine Gerchow, PhD.Psychologist, Martinez Juvenile Hall; District IV Resident At Large Member of the Public Harlan Grossman Past Chair AB109 CAB; GARE Participant; District II Resident CBO Seat 1 Stephanie Medley RYSE Center; Past Chair AB109 CAB; District I Resident CBO Seat 2 Donnell Jones CCISCO; District I Resident CBO Seat 3 Edith Fajardo ACCE Institute; District IV Resident CBO Seat 4 My Christian CCISCO; District III Resident CBO Seat 5 Dennisha Marsh First Five CCC, City of Pittsburg Community Advisory Council; District V Resident Following up the remaining recommendations from above, in September 2016 County Administrator staff worked with the Reentry Coordinator and representatives from the AB 109 Community Advisory Board (CAB), the District Attorney’s Office (Tom Kensok), the Public Defender Robin Lipetzky, and the Racial Justice Coalition (Jeff Landau) to develop and release a Request for Proposals (RFP) to secure “Facilitation and Data Analyst Services” to help guide the work of the Task Force. The composition of a Review Panel was also selected that consisted of four representatives from the County’s law and justice partners (District Attorney, Probation, Sheriff, and Public Defender) and four representatives of the public that were appointed by the Racial Justice Coalition. When no responses were received to this initial RFP, CAO staff solicited input from attendees of the Bidders Conference as to their reasons for not submitting a response and refashioned the solicitation into a Request for Qualifications (RFQ) that was released on December 12, 2016. With these changes, three qualifying responses were received by the County Administrator by the deadline from: Informing Change, Learning for Action, and Resource Development Associates. The following Review Panel was then convened to review each of these February 14, 2017 Contra Costa County Board of Supervisors 726 responses: Review Panel for Contra Costa County RFQ #1612-205[1] Name Affiliation Lesha Roth Contra Costa Probation Department Robin Lipetzky Contra Costa Public Defender Tom Kensok Contra Costa District Attorney’s Office John Lowden Contra Costa Office of the Sheriff-Coroner Stephanie Medley[2]RYSE Center Claudia Jimenez Racial Justice Coalition Tamisha Walker Safe Return Project Panel Process and Recommendation The Review Panel convened to review and score the responses on January 17, 2017, using a consensus scoring process that produced a single score for each response. The Review Panel then decided to interview the responders with the two highest scores on January 30, 2017. When the process was complete, and based on the scores below, the Review Panel reached a consensus recommendation that the County contract with Resource Development Associates for both “Facilitation and Data Analyst Services” related to the work of the Racial Justice Task Force. As part of their final deliberations, and based on the expected scope of services to be provided, several Members of the Review Panel wanted to ensure that their recommendation included an acknowledgement that they would have preferred the scoring devote a larger proportion of points specifically dedicated to a firm’s understanding and experience as it relates to cultural competence, diversity, and race related issues. Final scoring for RFQ#1612-205 Informing Change Learning for Action Resource Development Associates II.1-Agency Overview Organization’s overall services/history (20pts) 1.13 14 18 II.2-Qualifications Capacity to Provide Services (10pts)1.7 7 8 Technical Expertise (20pts)2.8 14 17 Experience with Similar Projects (20pts)3.7 15 17 Program Implementation (20pts)4.9 14.5 16.5 III. Fee Information Fees reasonable, cost-effective, and necessary (10 pts) 1.5 7 8 Total (100 pts)49 71.5 84.5 At its February 6, 2017 meeting, the Public Protection Committee reviewed the results and acted to support the recommendation to award the contract to Resource Development Associates. [1] It should be noted that the Racial Justice Coalition appointed a fourth member to the Review Panel, Jovana Fajardo, but Jovana was unable to participate due to unexpected health issues. [2] Due to scheduling changes and conflicts, Stephanie Medley was unable to participate in the interview portion of the process, but was did take part in the consensus scoring of each response. February 14, 2017 Contra Costa County Board of Supervisors 727 RECOMMENDATION(S): APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute a contract amendment with John Meyers to increase the payment limit by $9,000 to a new payment limit of $369,800 for helicopter pilot services for the period July 1, 2016 through June 30, 2018. The additional funding is for reimbursement expenses. FISCAL IMPACT: $369,800.00. Budgeted. No General Fund impact. These expenditures are covered by a combination of agency user fees, annual SLESF (Supplemental Law Enforcement Services Fund) allocation, P-6 Central Administrative Base (Zone) revenue, and indirectly offset by State of California Department of Boating and Waterways grant funding. BACKGROUND: Under this contract, John Meyers will provide pilot services for the Sheriff's helicopters. The helicopter program is an integral element of effective law enforcement operations, providing enhanced patrol, surveillance, and search and rescue capabilities. Continuation of the helicopter program hinges on the services provided under this contract. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sandra Brown 925-335-1553 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 64 To:Board of Supervisors From:David O. Livingston, Sheriff-Coroner Date:February 14, 2017 Contra Costa County Subject:Contract with John Meyers for helicopter pilot services February 14, 2017 Contra Costa County Board of Supervisors 728 CONSEQUENCE OF NEGATIVE ACTION: Failure to approve this contract would ground the helicopter and deprive the citizens of Contra Costa County of a vital law enforcement tool. This would limit the Office of the Sheriff to adequately respond to law enforcement emergencies in any terrain, throughout the County. CHILDREN'S IMPACT STATEMENT: No impact. February 14, 2017 Contra Costa County Board of Supervisors 729 RECOMMENDATION(S): APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute a contract amendment with Ron Haver to increase the payment limit by $9,000 to a new payment limit of $39,000 for helicopter pilot services for the period January 1, 2017 through December 31, 2017. The additional funding is for reimbursement expenses. FISCAL IMPACT: $39,000.00. Budgeted. No General Fund impact. These expenditures are covered by a combination of agency user fees, annual SLESF (Supplemental Law Enforcement Services Fund) allocation, P-6 Central Administrative Base (Zone) revenue, and indirectly offset by State of California Department of Boating and Waterways grant funding. BACKGROUND: Under this contract, Ron Haver will provide pilot services for the Sheriff's helicopters. The helicopter program is an integral element of effective law enforcement operations, providing enhanced patrol, surveillance, and search and rescue capabilities. Continuation of the helicopter program hinges on the services provided under this contract. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sandra Brown 925-335-1553 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 65 To:Board of Supervisors From:David O. Livingston, Sheriff-Coroner Date:February 14, 2017 Contra Costa County Subject:Contract with Ron Haver for helicopter pilot services February 14, 2017 Contra Costa County Board of Supervisors 730 CONSEQUENCE OF NEGATIVE ACTION: Failure to approve this contract would ground the helicopter and deprive the citizens of Contra Costa County of a vital law enforcement tool. This would limit the Office of the Sheriff to adequately respond to law enforcement emergencies in any terrain, throughout the County. CHILDREN'S IMPACT STATEMENT: No impact. February 14, 2017 Contra Costa County Board of Supervisors 731 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #23-448-6 with Garda CL West, Inc., a corporation, in the amount of $22,500, for the provision of armored transport services to the Contra Costa County Health Services Department for the period February 1, 2017 through January 31, 2018. FISCAL IMPACT: This contract is funded 100% Hospital Enterprise Fund I. (No Rate increase) BACKGROUND: On April 26, 2016, the Board of Supervisors approved Contract #23-448-5 with Garda CL West, Inc. for the provision of armored transport services to Contra Costa Health Services Department, for the period from February 1, 2016 through January 31, 2017. Approval of Contract #23-448-6 will allow the Contractor to continue to provide armored transport services to the Contra Costa Health Services Department through January 31, 2018. This contract includes changes to the County Standard General Conditions, Paragraph 18 (Indemnification). APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Pat Godley, 925-957-5405 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: E Suisala, M Wilhelm C. 56 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Contract #23-448-6 with Garda CL West, Inc. February 14, 2017 Contra Costa County Board of Supervisors 732 CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, Contra Costa County Health Services Department will not have access to Contractor’s services. February 14, 2017 Contra Costa County Board of Supervisors 733 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #23-610 with Protivit Government Services, Inc., a corporation, in an amount not to exceed $110,000, to provide recruitment, temporary help and consulting services for the Department’s Health Services Information Systems Division, for the period from February 1, 2017 through June 30, 2018. FISCAL IMPACT: This Contract is funded 100% Hospital Enterprise Fund I. BACKGROUND: Due to the highly specialized experience needed, the Health Services Department is in need of staffing assistance to fill numerous vacant Information Technology positions. The Department has been unsuccessful at recruiting qualified help to cover vacant positions for the specialized consulting and computer programming support needed in the Department’s Health Services Information Technology. Under Contract #23-610 the Contract will provide recruitment, temporary help and consulting services for the Information Systems Division, thought June 30, 2018. This Agreement includes modifications to the County’s General Conditions. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: David Runt, 925-313-6228 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Tasha Scott, Marcy Wilhelm C. 67 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Contract #23-610 Protiviti Government Services, Inc. February 14, 2017 Contra Costa County Board of Supervisors 734 CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, the Department will not receive continued support regarding the highly specialized consulting and computer programming expertise provided by the Contractor. February 14, 2017 Contra Costa County Board of Supervisors 735 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #25-077 with Contra Costa Interfaith Housing, Inc., a non-profit corporation, in an amount not to exceed $430,000, to provide housing navigation services to the County’s Emergency Shelter System for the period from November 1, 2016 through September 30, 2017. FISCAL IMPACT: This Contract is funded 95% Housing and Urban Development Coordinated Entry; and 5% General Funds. BACKGROUND: This Contract meets the social needs of County’s population by providing support services to Contra Costa County families that are homeless, including case management, day shelter services, transportation needs, mental health assessment and crisis intervention. Under Contract #25-077, the Contractor will provide housing navigation services to the County’s Emergency Shelter System including a 2-1-1 information telephone line 24 hours a day/7 days a week as part of Coordinated Assessment Resource Centers and Capable Centers for the Homeless Coordinated Entry System of CARE, through September 30, 2017. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: LAVONNA MARTIN 925-313-7704 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: D Morgan C. 48 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Contract #25-077 with Contra Costa Interfaith Housing, Inc. February 14, 2017 Contra Costa County Board of Supervisors 736 CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, families that are homeless will not have access to Contractor’s services. February 14, 2017 Contra Costa County Board of Supervisors 737 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #26-590-20 with The Greeley Company, LLC, a Limited Liability Company, in an amount not to exceed $350,000, to provide consulting for regulatory compliance, on site nursing management, and data analysis services at Contra Costa Regional Medical Center and Health Centers (CCRMC) for the period from January 1, 2017 through December 31, 2017. FISCAL IMPACT: This Contract is funded 100% Hospital Enterprise Fund I. (No rate increase) BACKGROUND: In January 2014, the County Administrator approved and the Purchasing Services Manager executed Contract #26-590-11 (as amended by Contract Amendment/Extension Agreements #26-590-12, #26-590-13, #26-590-15, and #26-590-18 and Contract Amendment Agreements #26-590-14, #26-590-16 , #26-590-17, and #26-590-19) with The Greeley Company, LLC, for the provision of consulting for regulatory compliance, on site nursing management, and data analysis services, for the period from September 1, 2013 through December 31, 2016. Approval of Contract #26-590-20 will allow Contractor to continue providing consulting for regulatory compliance, on site nursing management, and data analysis services at CCRMC through December 31, 2017. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Patrick Godley, 925-957-5405 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: K Cyr, M Wilhelm C. 47 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Contract #26-590-20 with The Greeley Company, LLC February 14, 2017 Contra Costa County Board of Supervisors 738 CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, County will not have access to Contractor’s services. February 14, 2017 Contra Costa County Board of Supervisors 739 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #27-291-13 with Bay Area Retina Associates, a partnership, in an amount not to exceed $1,000,000, to provide ophthalmology services for Contra Costa Health Plan members for the period from February 1, 2017 through January 31, 2019. FISCAL IMPACT: This Contract is funded 100% by Contra Costa Health Plan Enterprise Fund II (No Rate increase) BACKGROUND: On March 10, 2015, the Board of Supervisors approved Contract #27-291-12 with Bay Area Retina Associates, Medical Group, for the period from February 1, 2015 through January 31, 2017, to provide ophthalmology services to Contra Costa Health Plan members. Approval of Contract #27-291-13 will allow the Contractor to continue to provide ophthalmology services through January 31, 2019. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, certain specialized professional health care services for its members under the terms of their Individual and Group Health Plan membership contracts with the County will not be provided. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Patricia Tanquary 925-313-6004 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: A Floyd , M Wilhelm C. 45 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Contract #27-291-13 with Bay Area Retina Associates February 14, 2017 Contra Costa County Board of Supervisors 740 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #27-622-7 with Young M. Kim, M.D., (dba Young’s OB/GYN), an individual, in an amount not to exceed $400,000, to provide OB/GYN services for Contra Costa Health Plan members for the period from March 1, 2017 through February 28, 2019. FISCAL IMPACT: This Contract is funded 100% by Contra Costa Health Plan Enterprise Fund II. (No rate increase) BACKGROUND: On May 5, 2015, the Board of Supervisors approved Contract #27-622-6 with Young M. Kim, M.D. (dba Young’s OB/GYN), for the period from March 1, 2015 through February 28, 2017 to provide OB/GYN services for Contra Costa Health Plan members. Approval of Contract #27-622-7 will allow the Contractor to continue to provide OB/GYN services through February 28, 2019. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Patricia Tanquary 925-313-6004 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: A Floyd , M Wilhelm C. 59 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Contract #27-622-7 with Young M. Kim, M.D., (dba Young’s OB/GYN) February 14, 2017 Contra Costa County Board of Supervisors 741 CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, certain specialized professional health care services for its members under the terms of their Individual and Group Health Plan membership contract with the County will not be provided. February 14, 2017 Contra Costa County Board of Supervisors 742 RECOMMENDATION(S): Approve and authorize the Health Services Director, or designee to execute on behalf of the County, Contract #27-640-8 with Noel T.D. Chiu, M.D., AMC, in an amount not to exceed $800,000, to provide dermatology services to Contra Costa Health Plan (CCHP) members for the period from February 1, 2017 through January 31, 2019. FISCAL IMPACT: This Contract is funded 100% by Contra Costa Health Plan Enterprise Fund II. (No rate increase) BACKGROUND: On February 10, 2015, the Board of Supervisors approved Contract #27-640-7 with Noel T.D. Chiu, M.D., A Medical Corporation for the period from February 1, 2015 through January 31, 2017, to provide dermatology services. Approval of Contract #27-640-8 will allow the Contractor to continue to provide dermatology services through January 31, 2019. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, patients requiring dermatology services at CCHP will not have access to Contractor’s services, which may result in a reduction in the overall levels of service to the community. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Patricia Tanquary 925-313-6004 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: A Floyd , M Wilhelm C. 49 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Contract #27-640-8 with Noel T.D. Chiu, M.D., AMC February 14, 2017 Contra Costa County Board of Supervisors 743 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #27-745-6 with Suraj Cherry, M.D., an individual, in an amount not to exceed $400,000, to provide ophthalmology services to Contra Costa Health Plan (CCHP) members for the period from March 1, 2017 through February 28, 2019. FISCAL IMPACT: This Contract is funded 100% by Contra Costa Health Plan Enterprise Fund II. (No rate increase) BACKGROUND: On March 10, 2015, the Board of Supervisors approved Contract #27-745-5 with Suraj Cherry, M.D., for the provision of ophthalmology services, for the period from March 1, 2015 through February 28, 2017. Approval of Contract #27-745-6 will allow the contractor to continue providing ophthalmology services through February 28, 2019. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, certain specialized professional health care services for its members under the terms of their Individual and Group Health Plan membership contract with the County will not be provided. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Patricia Tanquary 925-313-6004 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: A Floyd , M Wilhelm C. 58 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Contract #27-745-6 with Suraj Cherry, M.D. February 14, 2017 Contra Costa County Board of Supervisors 744 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #27-773-4 with Manoj Desai, M.D., in an amount not to exceed $300,000, to provide pediatric primary care services for Contra Costa Health Plan members for the period from February 1, 2017 through January 31, 2019. FISCAL IMPACT: This Contract is funded 100% by Contra Costa Health Plan Enterprise Fund II. (No Rate increase) BACKGROUND: On March 31, 2015, the Board of Supervisors approved Contract #27-773-3 with Manoj Desai, M.D., for the period from February 1, 2015 through January 31, 2017, to provide pediatric primary care services, for Contra Costa Health Plan members. Approval of Contract #27-773-4 will allow the Contractor to continue to provide pediatric primary care services through January 31, 2019. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, certain specialized professional health care services for its members under the terms of their Individual and Group Health Plan membership contracts with the County will not be provided. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Patricia Tanquary 925-313-6004 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: A Floyd , M Wilhelm C. 46 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Contract #27-773-4 with Manoj Desai, M.D. February 14, 2017 Contra Costa County Board of Supervisors 745 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #74-271-86(8) with Alex Smirnoff, MD, an individual, in an amount not to exceed $140,000, to provide Medi-Cal specialty mental health services for the period from February 1, 2017 through June 30, 2018. FISCAL IMPACT: This Contract is funded 50% Federal Medi-Cal and 50% State General Fund. (No rate increase) BACKGROUND: On January 14, 1997, the Board of Supervisors adopted Resolution #97/17, authorizing the Health Services Director to contract with the State Department of Mental Health, (now known as the Department of Health Care Services) to assume responsibility for Medi-Cal specialty mental health services. Responsibility for outpatient specialty mental health services involves contracts with individual, group and organizational providers to deliver these services. On August 12, 2014, the Board of Supervisors approved Contract #74-271-86(6) with Alex Smirnoff, MD, as amended by Administrative Amendment Agreement #74-271-86(7), for the provision of Medi-Cal specialty mental health services, for the period from July 1, 2014 through June 30, 2016. Approval of Contract #74-271-86(8) will allow Contractor to continue providing mental health services through June 30, 2018. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Cynthia Belon, 925-957-5201 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Tasha Scott, Marcy Wilhelm C. 55 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Contract #74-271-86(8) with Alex Smirnoff, MD February 14, 2017 Contra Costa County Board of Supervisors 746 CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, services provided to Contra Costa Mental Health Plan Medi-Cal beneficiaries could be negatively impacted, including access to services, choice of providers, cultural competency, language capacity, geographical locations of service providers, and waiting lists. February 14, 2017 Contra Costa County Board of Supervisors 747 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #74-475-60 with La Quesha Green, LCSW, an individual, in an amount not to exceed $120,000, to provide Medi-Cal specialty mental health services for the period from February 1, 2017 through June 30, 2018. FISCAL IMPACT: This Contract is funded 50% Federal Medi-Cal and 50% State General Fund. (No rate increase) BACKGROUND: On January 14, 1997, the Board of Supervisors adopted Resolution #97/17, authorizing the Health Services Director to contract with the State Department of Mental Health, (now known as the Department of Health Care Services) to assume responsibility for Medi-Cal specialty mental health services. Responsibility for outpatient specialty mental health services involves contracts with individual, group and organizational providers to deliver these services. Under Contract #74-475-60, the Contractor will provide Medi-Cal specialty mental health services through June 30, 2018. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Cynthia Belon, 925-957-5201 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Tasha Scott, Marcy Wilhelm C. 54 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Contract #74-475-60 with La Quesha Green, LCSW February 14, 2017 Contra Costa County Board of Supervisors 748 CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, services provided to Contra Costa Mental Health Plan Medi-Cal beneficiaries could be negatively impacted, including access to services, choice of providers, cultural competency, language capacity, geographical locations of service providers, and waiting lists. February 14, 2017 Contra Costa County Board of Supervisors 749 RECOMMENDATION(S): APPROVE and AUTHORIZE the Sheriff-Coroner, or designee to execute a contract with O3, Inc., in an amount not to exceed $120,000 to provide the Emergency Services Unit with WebEOC software support for the term of April 1, 2017 through March 31, 2019. FISCAL IMPACT: 100% County General Fund; Budgeted. BACKGROUND: The State adopted WebEOC as its standard for emergency management software. As such, counties were expected to use the software in order to communicate with the State in the event of emergencies. Contra Costa County licenses the software from ESI Acquisition, Inc. but needs assistance with customization, maintenance, and training. The purpose of this contract is for the contractor, O3, Inc., to maintain WebEOC on the County’s computer server; to develop web applications (add-ons) to enhance the usability of the software; to provide training for the County and its partners; and to provide support in the event of either an emergency or computer/software problems. The contract includes a provision obligating the County to indemnify O3, Inc. for claims arising out of the negligence of the County in performing its agreements with the software licensor, ESI Aquisition, Inc. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sandra Brown 925-335-1553 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 63 To:Board of Supervisors From:David O. Livingston, Sheriff-Coroner Date:February 14, 2017 Contra Costa County Subject:Emergency Services Software Support February 14, 2017 Contra Costa County Board of Supervisors 750 CONSEQUENCE OF NEGATIVE ACTION: If a negative action is recommended on this contract, training for the County and its partners is not likely not happen; and necessary support in the event of either an emergency or computer/software problems will not be readily available. CHILDREN'S IMPACT STATEMENT: No impact. February 14, 2017 Contra Costa County Board of Supervisors 751 RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract with Embassy Suites Hotel Walnut Creek,for the Heritage Project, Options for Recovery Program, Caregivers Retreat and Training event, scheduled for April 12, 2017, in an amount not to exceed $9,500 and requiring County's assumption of liability for damages caused by attendees. Pursuant to Administrative Bulletin No. 114 (County and Non-County Sponsored Events and Activities): a. APPROVE the Employment and Human Services Department (EHSD) to host the Heritage Project, Options for Recovery Program Retreat and Training on April 12, 2017, which will require EHSD staff time and county resources in an amount exceeding $2,500; and b. APPROVE and AUTHORIZE the expenditure of State Foster Parent Recruitment, Retention, and Support Grant funds, in an amount not to exceed $20,000, including costs for food, Milestone awards, Raffle gifts, attendee gifts (cloth tote bag, candle, pens, notebook, etc.) facility rental, and other reasonable expenses related to hosting the 2017 Heritage Program Retreat and Training. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Elaine Burres, 925-313-1717 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 36 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:February 14, 2017 Contra Costa County Subject:Heritage Project, Options for Recovery Retreat and Training February 14, 2017 Contra Costa County Board of Supervisors 752 FISCAL IMPACT: The total cost for the event is yet to be determined, but will not exceed $20,000. Funding for this event is covered 100% by State, Foster Parent Recruitment, Retention and Support Grant monies and none of the department's County General Fund allocation will be used for this event. BACKGROUND: In response to issues related to peri-natal exposure to alcohol and drugs, a collaboration was formed with California Department of Alcohol and Drugs programs, including Developmental Services, Mental Health Department services, Health Services Department and Social Services agencies. This collaboration was entitled Options for Recovery. The mission is to promote recovery of pregnant, postpartum and parenting chemically dependent women and enhance the health of children. On April 12, 2017, the Employment and Human Services Department, Children and Family Services Bureau will host an intensive training event, entitled "Options for Recovery Retreat and Training" for foster parents and relative caregivers. Embassy Suites Walnut Creek Hotel has requested the Board of Supervisors approval in advance of the event. Provision of food and beverage service during the event is allowable under the Heritage Project funding guidelines, the State Foster Parent Recruitment, Retention and Support grant (FPRRS) grant and will be consistent with the County Administrative Bulletin No. 614, paragraph IV. B. "appropriated funds are not available to provide food and/or beverages to county employees or members of County Committees". Simiarly, Approval has been received from the County Administrator's Office for a County Sponsored Event with expenses greater than $2,500 as required by Admin. Bulletin 114. CONSEQUENCE OF NEGATIVE ACTION: The federal requirement for Heritage Project, Options for Recovery Program specialized training would not be provided and may impact funding. CHILDREN'S IMPACT STATEMENT: February 14, 2017 Contra Costa County Board of Supervisors 753 RECOMMENDATION(S): APPROVE and AUTHORIZE the Auditor-Controller, or his designee, to pay $30,000 to Anka Behavioral Health, Inc. for mental health outreach services for the homeless mentally ill, for the period July 1, 2016 through December 31, 2016. FISCAL IMPACT: 100% funding is included in the Mental Health Realignment budget. BACKGROUND: Anka Behavioral Health, Inc. provides mental health outreach services, including case management, medication support and crisis intervention for the homeless mentally ill, at their facilities in West, Central and East County. On January 19, 2016, the Board of Supervisors approved Contract #24-385-40 for mental health outreach services for the homeless mentally ill for the period from July 1, 2015 through June 30, 2016, including a six-month automatic extension through December 31, 2016. Contract Amendment #24-385-41, increased the payment limit by $60,000. Due to an administrative oversight, Contract Amendment #24-385-41 did not include increase to the automatic extension payment limit by $30,000. Anka APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Cynthia Belon, 925-957-5201 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: E Suisala, M Wilhelm C. 57 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Payments for Services Provided by Anka Behavioral Health, Inc. February 14, 2017 Contra Costa County Board of Supervisors 754 BACKGROUND: (CONT'D) Behavioral Health continued to provide homeless outreach and shelter services, using the six-month extension in their contract. Behavioral Health Services Division Administration has therefore determined that Anka Behavioral Health, Inc. is entitled to payment for the reasonable value of their services under the equitable relief theory of quantum meruit. That theory provides that where a person has been asked to provide services without a valid contract, and the provider does so to the benefit of the recipient, the provider is entitled to recover the reasonable value of those services. CONSEQUENCE OF NEGATIVE ACTION: Anka Behavioral Health, Inc. will not be paid for services rendered in good faith to the homeless mentally ill of Contra Costa County. February 14, 2017 Contra Costa County Board of Supervisors 755 RECOMMENDATION(S): APPROVE and AUTHORIZE the Auditor-Controller, or his designee, to pay $80,000 to Jon Whalen, M.D. for outpatient psychiatric and administrative services, for the period November 1, 2016 through January 31, 2017. FISCAL IMPACT: 50% Mental Health Realignment Funds and 50% Federal Financial Participation. BACKGROUND: Jon Whalen, M.D., provides mental health outpatient psychiatric services to minors and is the Mental Health Director for Behavioral Health Division. On December 8, 2015, the Board of Supervisors approved Contract #24-403-14, (as amended by Contract Amendment #24-403-15) with Jon Whalen, M.D., for the provision of professional outpatient psychiatric services, including acting on behalf of the County as the Mental Health Director for Behavioral Health, for the period from February 1, 2016 through January 31, 2017. Dr. Whalen took an interim position with the County as Mental Health Director after the departure of Dr. Ross Andelman. During this interim period, Jon Whalen, M.D., was called to provide weekend services and holiday hours to cover for other doctors. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Cynthia Belon 925-957-5201 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: D Morgan, M Wilhelm C. 61 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Payments for Services Provided by Jon Whalen, M.D. February 14, 2017 Contra Costa County Board of Supervisors 756 BACKGROUND: (CONT'D) Due to an administrative oversight, the contract payment limit was depleted and this payment is necessary for County to reimburse him for services provided through January 31, 2017. Jon Whalen, M.D. continued to provide professional outpatient psychiatric services and work as the Behavioral Health Mental Health Director. Behavioral Health Services Division Administration has therefore determined that Jon Whalen, M.D. is entitled to payment for the reasonable value of their services under the equitable relief theory of quantum meruit. That theory provides that where a person has been asked to provide services without a valid contract, and the provider does so to the benefit of the recipient, the provider is entitled to recover the reasonable value of those services. CONSEQUENCE OF NEGATIVE ACTION: Jon Whalen, M.D. will not be paid outpatient psychiatric services, including acting on behalf of the County as the Mental Health Director of Contra Costa County. February 14, 2017 Contra Costa County Board of Supervisors 757 RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or his designee to execute a Customer Purchase Agreement for Products and Services, a Product Schedule, and a Services Schedule with Dell Marketing L.P., in an amount not to exceed $239,250 for the purchase of data storage hardware, professional services, and support for the period of February 15, 2017 through March 31, 2018, and annually renewing thereafter. FISCAL IMPACT: 100% Funding is included in the Hospital Enterprise Fund I Budget. BACKGROUND: Storage expansion is required to support the Health Services Department (HSD) Epic Upgrade Project. Epic (ccLink) is the HSD’s primary clinical application that supports the Contra Costa Regional Hospital and Clinics and the Contra Costa Health Plan. This purchase will provide the needed disk space to upgrade storage systems between the Martinez and Pittsburg Data Centers. Approval will allow the vendor to continue providing support services through March 31, 2018. The Customer Purchase Agreement obligates the County to indemnify Dell against any third-party claim resulting from County’s violation of Dell’s proprietary rights. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: David Runt, 925-313-6228 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Tasha Scott, Marcy Wilhelm, Renee Nunez C. 51 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Purchase Agreement with Dell Marketing L.P. February 14, 2017 Contra Costa County Board of Supervisors 758 CONSEQUENCE OF NEGATIVE ACTION: If storage expansion is not purchased, Health Services would not be able to proceed with the Epic Upgrade Project. If the upgrade does not happen, Epic may discontinue support for the Epic application. February 14, 2017 Contra Costa County Board of Supervisors 759 RECOMMENDATION(S): Authorize the Purchasing Agent on behalf of the Health Services Department, to purchase food for Community Advisory Meetings and Gift Cards for client incentives, in an amount not to exceed $4,000 ($2,000 for Safeway gift cards in the amount of $5 each and $2,000 for food at meetings) to use for Whole Person Care Pilot Program from January 1, 2017 through December 31, 2017. FISCAL IMPACT: Funded 100% by the California Department of Health Care Services’ Whole Person Care Pilot funding. No county general funds will be used. BACKGROUND: Contra Costa Health Services received funding for a Whole Person Care (WPC) Pilot Program from the California Department of Health Care Services (DHCS). The program provides an integrated physical health, behavioral health, and social services in a patient-centered manner with the goals of improved health and well-being of a vulnerable population. It targets Medi-Cal patients who are high risk, high utilizers of high acuity medical services and/or across multiple delivery systems. The program includes regular meetings of an advisory board that includes community based organizations and other consumers. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Dan Peddycord, 925-313-6712 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Rachael Birch, Marcy Wilhelm, Tasha Scott C. 53 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Purchase Food and Gift Cards for the Whole Person Care Pilot Program February 14, 2017 Contra Costa County Board of Supervisors 760 CONSEQUENCE OF NEGATIVE ACTION: If not approved, the Whole Person Care Pilot Program would not be fulfilling the goals outlined in the DHCS application. February 14, 2017 Contra Costa County Board of Supervisors 761 RECOMMENDATION(S): APPROVE and AUTHORIZE the Purchasing Agent to execute, on behalf of the Sheriff-Coroner, a purchase order with Surtec Inc., in the amount of $150,000 to supply the County's detention facilities with custodial supplies/specialty products and janitorial equipment repair for the period March 1, 2017 through February 28, 2018. FISCAL IMPACT: $150,000. 100% General Fund; Budgeted BACKGROUND: Surtec Inc., supplies the solutions for the 40 specialized disinfectant dispensers which are installed in all 3 detention facilities. These are dispensers with locks, specifically for the jail environment to keep the inmates from having physical contact with the chemicals. This vendor carries the majority of the cleaning solutions used in facilities that keeps the County detention facilities in compliance with the strict requirements of the Board of Corrections' annual facility inspections and of the State's regulations. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Liz Arbuckle, 925-335-1529 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Liz Arbuckle, Heike Anderson, Tim Ewell C. 66 To:Board of Supervisors From:David O. Livingston, Sheriff-Coroner Date:February 14, 2017 Contra Costa County Subject:Purchase Order - Surtec, Inc. February 14, 2017 Contra Costa County Board of Supervisors 762 CONSEQUENCE OF NEGATIVE ACTION: The Sheriff's Office may be unable to acquire needed janitorial products to service the county adult detention facilities. CHILDREN'S IMPACT STATEMENT: No impact. February 14, 2017 Contra Costa County Board of Supervisors 763 RECOMMENDATION(S): APPROVE and AUTHORIZE the Purchasing Agent, on behalf of the Health Services Director, to execute amendment to Purchase Order with OmniPro, LLC to increase the payment limit by $200,000 to a new payment limit of $350,000 for additional Lenovo Mini Personal Computers (PCs), laptops, and monitors for a period of September 1, 2016 through August 31, 2017. FISCAL IMPACT: 100% funding is included in the Hospital Enterprise Fund I Budget. BACKGROUND: Health Services Information Technology currently owns Lenovo Mini PC Systems, Lenovo laptops, and other related Lenovo hardware. The Lenovo M900 Tiny PC is a custom configured, ultra slim chassis, designed to fit in our Hospitals and Health Clinic exam rooms. Lenovo laptops are used for mobile health clinics and our information technology staff in the field. All Lenovo hardware includes a 5 year warranty on parts, labor, imaging, and asset tagging. Pricing is fixed under Government NASPO Contract no: MNWNC-117. We are also looking at replacing the PCs in the G ward training facility at the Contra Costa Regional Medical Center with the Lenovo M900 Tiny PC Systems. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: David Runt, 925-313-6228 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Tasha Scott, Marcy Wilhelm, Renee Nunez C. 52 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Purchase Order with OmniPro, LLC February 14, 2017 Contra Costa County Board of Supervisors 764 CONSEQUENCE OF NEGATIVE ACTION: If additional equipment is not purchased, it will directly affect hospital staff using this technology to access medical record information. February 14, 2017 Contra Costa County Board of Supervisors 765 RECOMMENDATION(S): APPROVE and AUTHORIZE the Conservation and Development Director, or designee, to execute a contract amendment with Urban Tilth, a 510(c)(3) nonprofit corporation, to provide electrical and security infrastructure, and to reapportion the existing contract budget for the development of an Urban Farm in North Richmond, with no change to the payment limit or the term December 31, 2015 through December 31, 2018. FISCAL IMPACT: No Impact to the County's General Funds. Funds are from the Park Dedication/Park Impact Trust Fund. No new funds will be allocated to the project as a result of the recommended action. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kristine Solseng (925) 674-7809 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 43 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:February 14, 2017 Contra Costa County Subject:Urban Tilth Contract Amendment - Park Dedication/Impact Funds February 14, 2017 Contra Costa County Board of Supervisors 766 BACKGROUND: Urban Tilth's Urban Farm Project: Urban Tilth's Roots and Restoration Farm ("Farm") is proposed to be a 3.1 acre Agricultural Park and Riparian Restoration Learning Center located at 323 Brookside Drive in North Richmond. The goal of the Farm is to provide the community a place to discover the power of the natural world by working, learning, playing, and cultivating an open, multi-functional site to grow healthy food while nurturing sustainable habitat and ecosystems. Potential components of the project include a working farm, a "You Pick It" learning garden, an outdoor kitchen, creek and garden classrooms, and a youth-run market stand. Supervisor Gioia's office has been working extensively with Urban Tilth on the development and implementation of this project. The idea came out of his visit to Zenger Farms, an urban farm partnership with the City of Portland. Park Dedication funds were previously approved for planning, design, other predevelopment activities, project management, and preparation/implementation of a soil management plan. Proposed Amendment: As Urban Tilth has moved forward in implementing elements of the Farm, the need for electricity to help power the tools needed to make approved improvements along with the need to power a security system has become an urgent need. However, this particular task is not funded by Park Dedication or any other grant funding. The proposed Amendment will add an additional task to the contract to allow Urban Tilth to fund electrical and security infrastructure at the site. Funds will be moved from existing tasks (environmental and site analysis/studies and architect and engineering design) due to lower than expected costs associated with those activities combined with Urban Tilth's success in securing additional grant funding. Project History: In 2013, the Board of Supervisors (Board) approved the conveyance of the Brookside Drive site from the Contra Costa County Flood Control and Water Conservation District to the County and approved allocating $225,000 in park dedication funds for the County to purchase the subject site from Flood Control. On August 12, 2014 Urban Tilth signed a ten-year lease with the County for the subject property. The lease includes an option to extend for two additional 10-year terms. On October 7, 2014, the Board approved the recommendation from the Planning Commission to adopt a General Plan Amendment to add new policies in the Contra Costa County General Plan Land Use Element for the North Richmond Area to support and promote urban agriculture. On December 2, 2014, the Contra Costa County Board of Supervisors approved and authorized Urban Tilth to receive $435,000 in Park Dedication Funds and enter into a contract for the implementation of those funds. On December 8, 2015, the Contra Costa County Board of Supervisors approved and authorized Urban Tilth to receive an additional $22,000 to develop and implement a Soil Management Plan. On September 15, 2016, the Department of Conservation and Development approved a North Richmond Administrative Permit allowing for the establishment of the Urban Tilth North Richmond Farm. The table below shows how the $457,000 are currently programmed and the proposed modified budget with the new task included. Proposed Modifications to Budget for Park Dedication/Park Impact Funds Task Amount - Approved Previously Amount - Proposed Environmental and Site Analysis/Studies $107,321 $92,321 Architect and Engineering Design $195,520 $170,520 Project Management/Coordination $102,159 $102,159 Soil Management Plan and Implementation $52,000 $52,000 NEW: Design and installation of Electrical and Security Infrastructure $ - $40,000 Total $457,000 $457,000 February 14, 2017 Contra Costa County Board of Supervisors 767 Project Timeline: The project is anticipated to be completed by the end of 2018. California Environmental Quality Act (CEQA): The proposed new task is consistent with the existing North Richmond Administrative Permit and does not require any CEQA review. Other, future developments at the Farm are currently under CEQA review. Urban Tilth has applied a Tree Permit and staff has recommended they submit a concurrent Land Use Permit application for the proposed caretaker mobile home. These elements, along with the proposed water and sewer infrastructure, are currently being reviewed for CEQA compliance. It is policy of the County to utilize park dedication and park impact funds to meet local park needs. The use of park dedication/park impact funds to help finance the development of the Farm is consistent with that policy. No additional park dedication or park impact funds are requested at this time. CONSEQUENCE OF NEGATIVE ACTION: Not approving the additional tasks will negatively impact the ability of Urban Tilth to proceed with the proposed Farm project and will jeopardize the security of their site. CHILDREN'S IMPACT STATEMENT: The proposed project will support the following community outcomes established in the Children's Report Card: 1) Children and youth are healthy and preparing for a productive adulthood; 2) Families are safe, stable and nurturing; 3) Communities are safe and provide a high quality of life for children and families. ATTACHMENTS Proposed Amendment Specifications February 14, 2017 Contra Costa County Board of Supervisors 768 Urban Tilth Amendment Specifications In order to more accurately describe the Contractor’s obligation under the Contract, the original Service Plan, as amended, is being deleted in its entirety and replaced with the Service Plan attached hereto. All other terms of the Contract, as previously amended, remain unchanged. Initials: __________ ___________ Contractor County Dept. February 14, 2017 Contra Costa County Board of Supervisors 769 Contra Costa County SERVICE PLAN OUTLINE Number 8136 36502 Standard Form L-3 (Purchase of Services - Long Form) Revised 2008 SERVICE PLAN Effective February 14, 2017 Contractor is responsible for the development of an approximately 3-acre community park on the unimproved real property located in the North Richmond area of County of Contra Costa that is commonly known as 323 Brookside Drive, Richmond, California. The park to be developed must conform to the County’s General Plan policies for the North Richmond area, contained in Section 3.8 of the General Plan. In addition, the park must support and promote urban agriculture in the North Richmond area. As part of the development of the community park, Contractor shall (i) conduct environmental and site analysis and studies, (ii) engage an architect and an engineer to design the park, (iii) provide project management and administrative services, (iv) develop and implement a soil management plan, and (v) design and install electrical service, a generator, and security equipment such as perimeter lights and alarms. Please note, development and implementation of a soil management plan includes, but is not limited to, procuring soil amendments, testing the soil for nutrients and specific contaminants and implementing soil improvements practices such as cover cropping, sheet mulching and other soil building practices that are not chemical-based The table below shows the estimated use of these funds: Environmental and Site Analysis/Studies $ 92,321 Architect and Engineering Design $ 170,520 Project Management/Coordination $ 102,159 Soil Management Plan/Implementation $ 52,000 Utilities and Security Infrastructure $ 40,000 If possible, Contractor may also commence construction at the site. February 14, 2017 Contra Costa County Board of Supervisors 770 RECOMMENDATION(S): APPROVE and AUTHORIZE the County Administrator, or designee, to execute a contract amendment with cFive Solutions, Inc. (formerly Capita Technologies, Inc.), to reflect the change in the contractor's name and authorized representative, with no other material changes, for the continuing provision of software, licensing, and system implementation support for the Probation case management system, through June 20, 2018. FISCAL IMPACT: No additional fiscal impact. BACKGROUND: On January 3, 2017, the contractor changed its name from “Capita Technologies, Inc.” to “cFive Solutions, Inc.” by filing an amendment of the company’s articles of incorporation with the California Secretary of State. County and Contractor hereby amend Paragraph 1 (b) of the Contract to read as follows: “Contractor’s Name & Address: cFive Solutions, Inc. 23382 Mill Creek Drive, Suite 220 Laguna Hills, CA 92653 CONSEQUENCE OF NEGATIVE ACTION: This action is necessary to permit the Auditor to pay the contractor for services rendered. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Julie DiMaggio Enea (925) 335-1077 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 , County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: CAO-L&J Unit, CAO C. 68 To:Board of Supervisors From:David Twa, County Administrator Date:February 14, 2017 Contra Costa County Subject:CONTRACT AMENDMENT WITH CAPITA TECHNOLOGIES TO CHANGE CONTRACTOR NAME February 14, 2017 Contra Costa County Board of Supervisors 771 RECOMMENDATION(S): APPROVE the Affordable Housing Finance Committee recommendations for the allocation of $3,031,696 in Community Development Block Grant (CDBG) funds ($1,800,000 of anticipated FY 2017/18 funds, and $1,231,696 of recaptured and repaid funds) to support affordable housing projects in North Richmond, Richmond and Walnut Creek, and housing services Countywide. 1. APPROVE the Affordable Housing Finance Committee recommendations for the allocation of $2,506,601 in HOME Investment Partnerships Act funds (HOME), ($1,900,000 of anticipated FY 2017/18 funds and $606,601 of HOME recaptured and repaid funds), to support affordable housing projects in Antioch, Pleasant Hill, Pittsburg and Walnut Creek. 2. FISCAL IMPACT: No General Fund impact. HOME Investment Partnerships Act and Community Development Block Grant funds are provided to the County on a formula allocation basis through the U.S. Department of Housing and Urban Development (CFDA numbers 14.218 and 14.239). APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kara Douglas 925-674-7880 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 82 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:February 14, 2017 Contra Costa County Subject:Allocation of $3,031,696 in CDBG Funds; and $2,506,601 in HOME Funds as Recommended by the Affordable Housing Finance Committee February 14, 2017 Contra Costa County Board of Supervisors 772 BACKGROUND: The Affordable Housing Finance Committee (AHFC) is a Board of Supervisors-appointed committee that develops funding recommendations for the Board concerning the allocation of federal funds for affordable housing development. The current funding recommendations are the result of a competitive application process initiated in October of 2016. A Notice of Funding Availability was sent to over 100 jurisdictions, public agencies, affordable housing developers and interest groups active in the Urban County (the unincorporated County and all cities except for Antioch, Concord, Pittsburg, and Walnut Creek) and the HOME Consortium area (the Urban County and all cities). The Department of Conservation and Development received 10 applications requesting approximately $9.5 million ($3.5 million in Community Development Block Grant funds and $6 million in HOME Investment Partnerships Act funds). The applications include four projects that together will develop 199 new affordable apartments, three projects that together will rehabilitate 102 existing affordable units, and three project that will provide 55 low interest loans and grants to families to rehabilitation their homes. The Affordable Housing Finance Committee met on January 30, 2017, to consider funding recommendations from staff for Community Development Block Grant-Housing and HOME Investment Partnership Act projects. Members of the public, including project sponsors, were invited to attend and provide input into the allocation process. Following discussion and comment on each project, the Affordable Housing Finance Committee developed recommendations for the allocation of CDBG and HOME funds. A summary of the applications and the Affordable Housing Finance Committee actions is attached. The funding recommendations for the housing projects are coming to the Board ahead of the rest of the CDBG projects so that project sponsors can submit applications for low income housing tax credits on March 1 (nine percent tax credits) and March 17 (four percent tax credits). Funds for these projects consist of anticipated funding from the U.S.Department of Housing and Urban Development (HUD) and funds from canceled projects, recaptured allocations, and loan payments. HUD does not have an approved budget for fiscal year 2017 and is working under a Continuing Resolution (CR). The CR is set to expire at the end of April. Staff expects to receive the same allocation of HOME and CDBG funds that the County received this year. However, HUD may have a funding reduction that could impact either or both the HOME and CDBG programs. All funding recommendations are contingent on the County receiving grant allocations from HUD that are either similar to or greater than the anticipated grant award. FY 2017/18 Community Development Block Grant, HOME Investment Partnerships Act, and Emergency Solutions Grant Action Plan and the Substantial Amendment to the FY 2016/17 Action Plan: The Action Plan describes the activities the County will undertake during the program year to address priority needs identified in the Contra Costa County FY 2015-20 Consolidated Plan. The Action Plan identifies the use of grant funds and program income received during the program year by activity, and proposed accomplishments. The Action Plan also includes actions the County proposes to undertake during the year to address obstacles in meeting under-served persons, foster and maintain affordable housing, reduce the number of households living under the poverty level, and enhance coordination between public and private housing and social service agencies. DCD staff will bring the FY 2017/18 Action Plan and the Substantial Amendment to the FY 2016/17 Action Plan to the Board on May 9, 2017, for approval. In order to begin the program year on time, the FY 2017/18 Action Plan must be approved by the Board and submitted to HUD by May 15, 2017. Environmental Review: All Community Development Block Grant, HOME Investment Partnerships Act, Housing Opportunities for Persons with HIV/AIDS, and Emergency Solutions Grant projects are subject to National Environmental Policy Act (NEPA) 24 CFR Part 58 review. The NEPA review for each project will be completed prior to entering into project agreements or other legal documents for the project. Housing developments are also subject to the California Environmental Quality Act (CEQA) review. CEQA review will be carried out by the responsible entity. To implement the allocations once they are approved by the Board, the County will enter into various legal documents with the developers for each project. These documents may include some or all of the following: Loan February 14, 2017 Contra Costa County Board of Supervisors 773 Agreement, Promissory Note, Deed of Trust and Security Agreement, Regulatory Agreement, Intercreditor Agreement, Subordination Agreement, Loan Riders and Estoppels. County legal documents will be brought to the Board for approval for each development project at a later date. CONSEQUENCE OF NEGATIVE ACTION: If the Board does not approve the Affordable Housing Finance Committee funding recommendations, the project sponsors seeking HOME Investment Partnerships Act funds will not be able to submit applications for nine-percent low income housing tax credits on March 1, 2017. CHILDREN'S IMPACT STATEMENT: Seven of the projects will provide affordable housing for families. This supports Goal 3: Families are Economically Self Sufficient. ATTACHMENTS FY 2017-18 Housing Table February 14, 2017 Contra Costa County Board of Supervisors 774 FY 2017/18 Affordable Housing Program AHFC Recommendations Community Development Block Grant and HOME Investment Partnerships Act Project ID#Sponsor Project Name/Location Description/Purpose CDBG HOME HOPWA Total Cost CDBG HOME Total County funds recommended HSG-17-01 Community Housing Development Corporation, NR 1535A Fred Jackson Way Richmond, CA 94801 Heritage Point 1500 Fred Jackson Way North Richmond New construction of 42 rental units/mixed-use affordable to and occupied by very-low income families. Project received previous allocation of $1,700,000 in CDBG funds. $1,273,033 $23,243,608 $1,200,000 $1,200,000 HSG-17-02 Resources for Community Development 2220 Oxford Street Berkeley, CA 94596 St. Paul's Commons 1860 Trinity Avenue, Walnut Creek New construction of 45 rental units/mixed-use affordable to and occupied by very-low income families. Previous award of $800,000 in CDBG funds for tenant improvements for Trinity Center $625,000 $2,000,000 $75,000 $19,569,875 200,000$ $800,000 $1,000,000 HSG-17-03 Choice in Aging and Satellite Affordable Housing Associates Aging in Place Campus 490 Golf Club Road Pleasant Hill New construction of 82 units affordable to and occupied by very- low income seniors. $1,650,000 $22,000,000 100,000$ $100,000 HSG-17-04 Richmond Neighborhood Housing Services 2320 Cutting Boulevard Richmond, CA 94804 Richmond Rental Rehabilitation Scattered Sites, Richmond Rehabilitation of 3 single-family rental homes affordable to and occupied by low-income families. $283,885 $315,428 $280,000 $280,000 HSG-17-05 Resources for Community Development 2220 Oxford Street Berkeley, CA 94596 Pinecrest/Terrace Glen 1945/1949 Cavallo Road 104-106 West 20th Street 35-107 West 20th Street Antioch Rehabilitation of two existing rental development projects with 56 units affordable to and occupied by very- low income families. $800,000 $16,970,973 Funds Requested AHFC Recommendation Objective AH-1 - New Construction of Affordable Rental Housing. Objective AH-3 - Maintain and preserve affordable housing. To be determined. May receive allocation of HOME funds if (1) St Paul does not receive tax credit allocation, or (2) if the County HOME grant is larger than estimated. February 14, 2017 Contra Costa County Board of Supervisors 775 FY 2017/18 Affordable Housing Program AHFC Recommendations Community Development Block Grant and HOME Investment Partnerships Act Project ID#Sponsor Project Name/Location Description/Purpose CDBG HOME HOPWA Total Cost CDBG HOME Total County funds recommended Funds Requested AHFC Recommendation HSG-17-06 Community Housing Development Corporation, NR 1535A Fred Jackson Way Richmond, CA 94801 Chesley Mutual Housing 802 Chesley Avenue Richmond Rehabilitation of 30 existing units affordable to and occupied by very- low income families. $464,812 $516,458 $350,000 $350,000 HSG-17-07 CCC DCD 30 Muir Road Martinez, CA 94553 Neighborhood Preservation Program Urban County Provision of 8 low interest loans & 2 single-family grants for rehab of housing owned and occupied by very- low and low-income HHs. Total budget includes $609,000 in anticipated repaid loans to the program. $150,000 $759,000 HSG-17-08 Habitat for Humanity East Bay Silicon Valley 2619 Broadway Oakland CA 94612 Homeowner Rehab Program Urban County 15 mobile home grants for rehab of housing owned and occupied by very- low and low-income households. $500,000 $550,000 $250,000 $250,000 HSG-17-09 Community Energy Services Corporation 1013 Pardee Street Berkeley, CA 94710 Home Repair Program Urban County To provide free safety home repairs to 30 low income residents.$175,000 $192,500 $75,000 $75,000 HSG-17-10 Domus Development LLC 9 Cushing, Suite 200 Irvine, CA 92618 Veterans Square 901 Los Medanos Street, Pittsburg New construction of 30 rental units/mixed-use affordable to and occupied by very-low income veterans. Previous award of $487,000 in HOME. $1,513,000 $14,036,641 $1,440,000 $1,440,000 See Public Service table Fair Housing (b)Fair housing counseling and legal services $40,000 $40,000 $40,000 Objective CD-4 - Fair Housing Objective AH-4 - New Supportive Housing - Special Needs No new allocation. Program will be funded with loan repayments through the CDBG revolving loan fund. February 14, 2017 Contra Costa County Board of Supervisors 776 FY 2017/18 Affordable Housing Program AHFC Recommendations Community Development Block Grant and HOME Investment Partnerships Act Project ID#Sponsor Project Name/Location Description/Purpose CDBG HOME HOPWA Total Cost CDBG HOME Total County funds recommended Funds Requested AHFC Recommendation APPLICATION TOTAL FY 2017/18 $3,511,730 $5,963,000 $75,000 $98,154,483 $2,495,000 $2,240,000 FUNDS AVAILABLE FY 2017/18 FUNDING CYCLE FY 2017/18 Grant Allocation for projects - ESTIMATED $1,800,000 $1,900,000 FY 2016/17 Recaptured and repaid funds available $1,231,696 $606,601 TOTAL FUNDS AVAILABLE $3,031,696 $2,506,601 Proposed Uses of Funds FY 2017/18 Projects $2,495,000 $2,240,000 FY 2017/18 Program Administration $65,000 $190,000 Program Delivery Reserve (c)$30,000 $50,000 $441,696 $26,601 TOTAL FUNDS ALLOCATED $3,031,696 $2,506,601 (b) Staff recommendation for fair housing service provider goes to the Family and Human Services Committee (a) Per federal regulations, 15 percent of each year's allocation of HOME funds must be used for projects sponsored, owned, or developed by Community Housing Development Corporations (CHDO). This requirement can no longer be met on a cumulative basis. (c) Project legal and Davis Bacon compliance costs to be added to project allocations, total project allocation may be increased to $30,000 each for CDBG and HOME with program income. FY 2017/18 CDBG and HOME unallocated funds February 14, 2017 Contra Costa County Board of Supervisors 777 RECOMMENDATION(S): ACCEPT report from the Planning Integration Team for Community Health (PITCH) on accomplishments since the previous PITCH report in November 2015, as recommended by the Public Health, Public Works and Conservation and Development Director's. FISCAL IMPACT: There is no impact to the General Fund. PITCH activities are covered by grants and existing budgets of the member departments. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Robert Sarmiento (415) 674-7822 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 70 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:February 14, 2017 Contra Costa County Subject:Annual Report from the Planning Integration for Community Health (PITCH) February 14, 2017 Contra Costa County Board of Supervisors 778 BACKGROUND: On February 6, 2007, the Board of Supervisors took the following actions in establishing and directing the Planning Integration Team for Community Health (PITCH) Committee: 1. Accept a report and recommendations on the built environment and public health that was prepared by a staff working group from Conservation and Development, Health Services, and Public Works Departments. 2. Acknowledge the impact of built environment on public health. 3. Affirm the Board’s commitment to promoting the principles of healthy communities in the land use planning and development process. 4. Direct Conservation and Development, Health Services, and Public Works Departments to establish the Planning Integration Team for Community Health (PITCH), which would align and integrate various planning, public works, and public health initiatives throughout the County into a combined team approach across departmental lines, and, as necessary, add staff from other County departments to the team. 5. Direct PITCH to pursue implementation of the recommend actions detailed in the February 6, 2007 Board Order, including: a. Evaluate the County’s Roadway Policies and Standards based on the “Complete Streets” approach, which recognizes that our roads serve more than just vehicular traffic and are an integral element in promoting the principles of a healthy community; b. Evaluate methods and measures to implement the General Plan policies that emphasize compact, infill, and mixed-use development and consider impacts on public health; c. Identify and develop policies and implementation measures relating to the principles of public health that could impact pending general plan amendment studies, as well as potential revisions of the County General Plan and the County Ordinance Code; d. Integrate the principles of public health in the master planning of parks and recreational facilities; e. Improve coordination and planning with school districts in the siting of new schools and/or expansion of existing schools in the unincorporated area with the aim of promoting health communities. 6. Direct PITCH to evaluate the feasibility of implementing a County “Healthy Community” Pilot Program to demonstrate the concepts and principles of creating healthier communities, which would be funded through outside grant sources, and to report back to the Board on program feasibility, specifically investigating the opportunities in receiving outside grant fund sources and any potential constraints in applying them towards a pilot program. 7. Direct PITCH to report to the Ad Hoc Committee on Smart Growth and the Board of Supervisors by July 31, 2007 on progress in implementing the recommendations described above. Update The PITCH Committee continues to meet monthly and work towards implementing the Board’s directions. The status of these activities and possible future activities are described in the attached presentation. CONSEQUENCE OF NEGATIVE ACTION: None CHILDREN'S IMPACT STATEMENT: A key purpose and objective of PITCH planning activities is improving the built environment for all ages, February 14, 2017 Contra Costa County Board of Supervisors 779 A key purpose and objective of PITCH planning activities is improving the built environment for all ages, including children, consistent with the directives from the Board of Supervisors. ATTACHMENTS PITCH Presentation February 14, 2017 Contra Costa County Board of Supervisors 780 Planning Integration Team for Community Health (PITCH) Annual Report to the Contra Costa County Board of Supervisors February 14, 2017 February 14, 2017 Contra Costa County Board of Supervisors 781 History of PITCH •2006 –Dr. Richard Jackson presentation- Impact of Built Environment on Health. •2006 –Board directs staff from Department of Conservation and Development (DCD), Public Works Department (PWD), and Contra Costa Health Services (CCHS) to convene and develop recommendations on the County’s approach to planning and developing the built environment. 2February 14, 2017 Contra Costa County Board of Supervisors 782 History of PITCH •2007 –DCD, PWD, and CCHS propose the formation of PITCH and make the following recommendations: a)Evaluate the County’s Roadway Policies and Standards based on the ‘Complete Streets’ approach. b)Evaluate methods and measures to implement the General Plan policies that emphasize compact, infill, and mixed use development and consider impacts on public health c)Identify and develop policies and implementation measures relating to public health that could lead to potential revisions in the County General Plan and County Ordinance Code. d)Integrate the principles of public health in the master planning of parks and recreational facilities. e)Improve coordination and planning with school districts in the siting of new schools to promote healthy communities. •2007 –Board accepts the recommendations, formally establishes PITCH, and affirms commitment to promoting public health principles in land-use planning and development. The Board directs PITCH to research grant funding. 3February 14, 2017 Contra Costa County Board of Supervisors 783 PITCH Collaboration •PITCH members meet monthly and regularly discuss activities and issues that may be of interest to the other departments. •Knowledge, perspectives, and experiences unique to Engineering, Public Health, and Planning are shared. •As a result of collaboration and sharing unique perspectives, superior strategies and approaches are developed and implemented. •The following slides identify a number of recent activities that the departments have conducted after discussion and collaboration at PITCH meetings. 4February 14, 2017 Contra Costa County Board of Supervisors 784 Climate Action Plan •Sustainability Coordinator started in June 2016 •Ad Hoc Sustainability Committee has received updates on implementation and funding; expect briefing for full Board in Q1 2017 •35 applicants for 10 seats on new Sustainability Commission •In January, DCD convened a Sustainability Exchange for all local government staff who work on these issues in the County 5February 14, 2017 Contra Costa County Board of Supervisors 785 Measure X –November 2016 Transportation Expenditure Plan •Funding for transportation improvements and infrastructure maintenance has been eroding for some time, as discussed in other forums and meetings. •The Measure X Expenditure Plan promised substantial new revenues for both new projects and maintenance of existing infrastructure. •Due to relatively new local and regional Complete Streets policies, both project funding and maintenance funding would have resulted in substantial new investment in complete streets infrastructure which would increase safety for all users and increase the numbers of people using non-motorized modes. •Future Measure *? 6February 14, 2017 Contra Costa County Board of Supervisors 786 Complete Streets July 12, 2016 –The Board of Supervisors adopted a new Complete Streets Policy •More Expansive, Specific, with Implementation Requirements –“…comprehensive, integrated transportation network that serves all categories of users...” –“All departments and agencies of Contra Costa…shall work towards making Complete Streets practices a routine part of everyday operations…every relevant project, program, and practice…work in coordination with other departments, agencies, and jurisdictions…” –Collect Data –Evaluate Implementation –Establish Bicycle Advisory Committee •PITCH will be assisting with the development and review of implementation policies and reporting to the Transportation, Water, and Infrastructure Committee on progress. 7February 14, 2017 Contra Costa County Board of Supervisors 787 BART Outer C Line Access Study •DCD and CCHS participating in BART-led study of how users access 4 stations along BART Outer C Line –North Concord/Martinez –Pittsburg/Bay Point –Pittsburg City Center eBART –Antioch eBART •Study assesses current vehicular, bicycle, and pedestrian access •DCD and CCHS recommending strategies to improve access to stations 8February 14, 2017 Contra Costa County Board of Supervisors 788 Canal Road (Bay Point) •Constructed 2,350 linear feet of sidewalk •Project included funding for one year of CCHS’s Safe Routes to School programming at Bel Air Elementary •Photos of Ribbon Cutting on 11-16-16 9February 14, 2017 Contra Costa County Board of Supervisors 789 Bailey Road (Bay Point) •Reconfigure SR-4 westbound off-ramps •Eliminate pedestrian tunnel •Promote bicycle and pedestrian activity •Project included funding for CCHS’s pedestrian safety campaign, focused around BART station 10February 14, 2017 Contra Costa County Board of Supervisors 790 Grant Applications Projects awarded Active Transportation Program grant funds to improve bicycle/pedestrian facilities: •Fred Jackson Way (North Richmond) - $3,300,000 •Pacheco Boulevard (Pacheco) - $619,000 11February 14, 2017 Contra Costa County Board of Supervisors 791 North Richmond Urban Greening and Resiliency Plan •Plan for urban greening, resiliency, and green infrastructure, in collaboration with non-governmental organizations (NGOs) •Aggregates, showcases, and coordinates existing and future non-profits and County department-led projects •PITCH members have participated in prospectus review and in follow-up grant funding applications •Provides a model for similar NGO-driven El Sobrante plan 12February 14, 2017 Contra Costa County Board of Supervisors 792 Future Activities PITCH proposes to continue to inform and advise the Board on health-related activities, such as: •Adapting to Rising Tides Study •Green Infrastructure Planning •General Plan Update •Collaborate with Sustainability Commission •Continue to seek grant funding •Continue to participate in the BART Access Study •School Siting •Countywide Bicycle and Pedestrian Plan Update 13February 14, 2017 Contra Costa County Board of Supervisors 793 PITCH Moving Forward Ten Years of PITCH •Evolving policy has now integrated PITCH concepts in to normal practices. 14February 14, 2017 Contra Costa County Board of Supervisors 794 RECOMMENDATION(S): APPROVE a Subordination Agreement between the County and First Republic Bank, and DIRECT the Director of Conservation and Development to execute the agreement. FISCAL IMPACT: No impact to the General Fund. The County provided a revocable grant to Rubicon Programs for the rehabilitation of its Virginia Street apartments using Mental Health Services Act funds. BACKGROUND: On March 12, 2008, the County entered into a Revocable Grant Agreement with Rubicon Programs (Rubicon). The County granted Rubicon $564,332 in Mental Health Services Act funds. The County secured the revocable grant with a Deed of Trust. The County also entered into a Regulatory Agreement that restricts the occupancy of the apartments to low income households that have a member with a mental illness. The County Deed of Trust and Regulatory Agreement were recorded in junior lien position to an existing Deed of Trust from the State Department of Housing and Community Development (HCD). HCD loaned Rubicon APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kara Douglas 925-674-7880 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 69 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:February 14, 2017 Contra Costa County Subject:Approval to Subordinate the County's Revocable Grant provided to Rubicon Programs for its Virginia Avenue Apartments in Richmond February 14, 2017 Contra Costa County Board of Supervisors 795 BACKGROUND: (CONT'D) $187,500 in 1981, and the loan was due in 2011. Rubicon tried to negotiate an extended loan term with HCD, but was not successful. Ultimately, it used its own funds to pay the HCD loan. It is now working with First Republic Bank to refinance the property. The new loan will be approximately $185,000 with an amortization term of 30 years and a balloon payment at the end of 10 to 15 years. First Republic Bank will only provide the loan if the County subordinates its Deed of Trust to the new loan. The loan will be smaller than the County grant; however, the County will be in the same lien position that it had with the HCD loan. CONSEQUENCE OF NEGATIVE ACTION: If the County does not subordinate to the new lender, Rubicon will not be able to close the loan and its funds will not be available for other program uses. ATTACHMENTS Subordination Agreement February 14, 2017 Contra Costa County Board of Supervisors 796 SUBORDINATION, RECORDED DEED OF TRUST TO DEED OF TRUST TO RECORD. ORTIC-951 2/94 1 of 4 RECORDING REQUESTED BY OLD REPUBLIC TITLE COMPANY Escrow No.:0147019525 APN:550-310-013 WHEN RECORDED MAIL TO County of Contra Costa Department of Conservation and Development 30 Muir Road Martinez, CA 94553 SPACE ABOVE THIS LINE FOR RECORDER’S USE A SUBORDINATION AGREEMENT NOTICE:THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS AGREEMENT, made this 4th day of January, 2017, by Rubicon Programs, Inc., a California corporation, owner of the land hereinafter described and hereinafter referred to as “Owner”, and The County of Contra Costa, a political subdivision of the State of California, present owner and holder of the deed of trust and note first hereinafter described and hereinafter referred to as “Beneficiary”: WITNESSETH THAT WHEREAS, Rubicon Programs, Inc., a California nonprofit public benefit corporation did execute a deed of trust, dated March 12, 2008, to North American Title Company, a California corporation, as Trustee, covering; See "Exhibit A" attached hereto and made a part hereof to secure a note in the sum of $564,332.00, dated March 12, 2008, in favor of The County of Contra Costa, a political subdivision of the State of California, which deed of trust was recorded on March 28, 2008, in Book/Reel , at Page/Image , Series/Instrument 2008-0066593, Official Records of said county; and WHEREAS, Owner has executed, or is about to execute, a deed of trust and note in the sum of $185,000.00, dated ____________________, in favor of First Republic Bank, hereinafter referred to as “Lender”, payable with interest and upon the terms and conditions described therein, which deed of trust is to be recorded concurrently herewith; and WHEREAS, it is a condition precedent to obtaining said loan that said deed of trust last above mentioned shall unconditionally be and remain at all times a lien or charge upon the land hereinbefore described, prior and superior to the lien or charge of the deed of trust first above mentioned; and WHEREAS, Lender is willing to make said loan provided the deed of trust securing the same is a lien or charge upon the above described property prior and superior to the lien of charge of the deed of trust first above mentioned and provided that Beneficiary will specifically and unconditionally subordinate the lien or charge of the deed of trust first above mentioned to the lien or charge of the deed of trust in favor of Lender; and WHEREAS, it is to the mutual benefit of the parties hereto that Lender make such loan to Owner; and Beneficiary is willing that the deed of trust securing the same shall, when recorded, constitute a lien or charge upon said land which is unconditionally prior and superior to the lien or charge of the deed of trust first above mentioned. February 14, 2017 Contra Costa County Board of Supervisors 797 IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS SUBORDINATION AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT THERETO. (CLTA SUBORDINATION FORM “A”) ORTIC-951 2/94 2 of 4 NOW THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, and in order to induce Lender to make the loan above referred to, it is hereby declared, understood and agreed as follows: (1)That said deed of trust securing said note in favor of Lender, and any renewals or extensions thereof, shall unconditionally be and remain at all times a lien or charge on the property therein described, prior and superior to the lien or charge of the deed of trust first above mentioned; (2)That Lender would not make its loan above described without this subordination agreement; (3)That this agreement shall be the whole and only agreement with regard to the subordination of the lien or charge of the deed of trust first above mentioned to the lien or charge of the deed of trust in favor of Lender above referred to and shall supersede and cancel, but only insofar as would affect the priority between the deeds of trust hereinbefore specifically described, any prior agreements as to such subordination, including, but not limited to, those provisions, if any, contained in the deed of trust first above mentioned, which provide for the subordination of the lien or charge thereof to another deed or deeds of trust or to another mortgage or mortgages. Beneficiary declares, agrees and acknowledges that: (a) He/She consents to and approves (i) all provisions of the note and deed of trust in favor of Lender above referred to, and (ii) all agreements, including but not limited to any loan or escrow agreements, between Owner and Lender for the disbursement of the proceeds of Lender’s loan; (b) Lender in making disbursements pursuant to any such agreement is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat the subordination herein made in whole or in part; (c) He/She intentionally and unconditionally waives, relinquishes and subordinates the lien or charge of the deed of trust first above mentioned in favor of the lien or charge upon said land of the deed of trust in favor of Lender above referred to and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination; and (d) An endorsement has been placed upon the Note secured by the deed of trust first above mentioned that said deed of trust has by this instrument been subordinated to the lien or charge of the deed of trust in favor of Lender above referred to. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. February 14, 2017 Contra Costa County Board of Supervisors 798 IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS SUBORDINATION AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT THERETO. (CLTA SUBORDINATION FORM “A”) ORTIC-951 2/94 3 of 4 Signature of Beneficiary(s)Signature of Owner(s) The County of Contra Costa, a political subdivision of the State of California Rubicon Programs, Inc., a California nonprofit public benefit corporation Name: Title:_________________________________________Title:___________________________________________ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of ____________________________ County of ___________________________ On _______________________before me, _____________________________________________a Notary Public, personally appeared _________________________________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _______________________________ Name: ___________________________________ (Typed or Printed) (Seal) February 14, 2017 Contra Costa County Board of Supervisors 799 IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS SUBORDINATION AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT THERETO. (CLTA SUBORDINATION FORM “A”) ORTIC-951 2/94 4 of 4 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of ___________________________ County of ___________________________ On _______________________before me, _____________________________________________a Notary Public, personally appeared _________________________________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _______________________________ Name: ___________________________________ (Typed or Printed) (Seal) February 14, 2017 Contra Costa County Board of Supervisors 800 RECOMMENDATION(S): CONSENT to the West Contra Costa Healthcare District’s resolution of February 1, 2017, dissolving the Governing Body for Doctor’s Medical Center, terminating the Governing Body Bylaws, and amending the District’s Bylaws to reflect the change; and AFFIRM that such actions are appropriate in light of closure of the Hospital and do not contravene certain agreements between the County and District. FISCAL IMPACT: None. BACKGROUND: To support the West Contra Costa Healthcare District (the “District”) and its operation of Doctors Medical Center in San Pablo, California (the “Hospital”), the County and district entered into a Second Agreement for Property Tax Transfer (the “Agreement”) on April 5, 2011. The County and District further amended the Agreement in the subsequent actions approved by the BOS on June 21, 2011, July 16, 2013, December 3, 2014; and April 12, 2016 (collectively, the “Amended Agreement”). As part of the Amended Agreement, the District (1) established a subcommittee of the Board with overall administrative and professional responsibility for the Hospital (the “Governing Body”) to serve as the “governing body” of the Hospital as that term is used in Section 70035 of Title 22 of the California Code of Regulations and to include County representatives on the Governing Body, (2) adopted bylaws for the Governing Body (the “Governing Body Bylaws”), and (3) amended the District’s Bylaws accordingly. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Rebecca Hooley, 925-335-1800 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: Robert Campbell, County Auditor-Controller C. 77 To:Board of Supervisors From:David Twa, County Administrator Date:February 14, 2017 Contra Costa County Subject:CONSENT to the West Contra Costa Healthcare District’s Resolution of February 1, 2017 February 14, 2017 Contra Costa County Board of Supervisors 801 BACKGROUND: (CONT'D) > The Amended Agreement requires that until certain financial terms have been satisfied, the County’s consent is required for the District to amend the Governing Body Bylaws or the District Bylaws to remove, reduce or impair participation by the County’s representatives in the Governing Body. Such financial terms have not yet been satisfied. Due to continued financial difficulties, the Board permanently closed the Hospital in April 2015. Because the District no longer operates any medical service facilities, there are no duties or responsibilities for the Governing Body to perform or oversee. As such, the Governing Body is no longer necessary, and these facts support and justify dissolving the Governing Body and terminating the Governing Body Bylaws. Dissolution of the Governing Body and termination of the Governing Body Bylaws does not contravene the terms of the Amended Agreement. For these reasons, the County Administrator is recommending that the Board consent to the District (a) dissolving the Governing Body, (b) terminating the Governing Body Bylaws, and (c) amending the District’s Bylaws accordingly, and affirm that such actions are appropriate in light of closure of the Hospital and are consistent with and not in breach of the Amended Agreement. CONSEQUENCE OF NEGATIVE ACTION: If the Board of Supervisors does not approve this recommendation, then the District will not be able to take the actions necessary to eliminate the Governing Body. February 14, 2017 Contra Costa County Board of Supervisors 802 RECOMMENDATION(S): CONTINUE the emergency action originally taken by the Board of Supervisors effective January 19, 2017 regarding the hazardous conditions caused by a series of severe rainstorms in Contra Costa County. FISCAL IMPACT: This action is necessary to maintain eligibility for Contra Costa County and its cities to receive disaster relief funds to cover costs of the emergency response and damage repairs needed as a result of the significant storm events in early January 2017. The initial damage estimates for the County from the January 6 -10, 2017 storms are estimated at $9.5 million. The County does not currently have funds designated for the response and repair of the storm damages and has, therefore, applied for relief funds. BACKGROUND: The conditions of extreme peril to the safety of persons and property have arisen within the County, caused by a series of severe rainstorms in January 2017 that led to the widespread flooding, mudslides, sinkholes and damage to public buildings, flood control facilities and roadways, including the collapse of a portion of Alhambra Valley Road at Pinole Creek, caused by a massive sinkhole. These conditions are or are likely to be beyond the control of the services, personnel, equipment and facilities of the County. The initial damage estimate encompasses the County’s response and cleanup of various sites throughout the County and estimated costs to repair damages from the storm. The estimate includes road infrastructure, flood control infrastructure, public building facilities and park and recreation facilities. The majority of the damage occurred on or APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Julie DiMaggio Enea (925) 335-1077 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 , County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 74 To:Board of Supervisors From:David Twa, County Administrator Date:February 14, 2017 Contra Costa County Subject:CONTINUATION OF LOCAL EMERGENCY ARISING OUT OF JANUARY 2017 STORM DAMAGE February 14, 2017 Contra Costa County Board of Supervisors 803 BACKGROUND: (CONT'D) > along rural County roads. The largest and most significant damage occurred on Alhambra Valley Road at Pinole Creek, where there was a washout of the road. Flood control infrastructure also experienced storm related damage. Public building and park facilities suffered minimal impact from the storm. A slideshow illustrating the storm damage can be accessed at this link: January 2017 Storm Damage Slideshow . Government Code Section 8630 requires that, for a body that meets weekly, the need to continue the emergency declaration be reviewed at least every 30 days until the local emergency is terminated, which shall occur at the earliest possible date that conditions warrant. Since the conditions that warranted the proclamation of an emergency persist, it is appropriate for the Board to continue the local emergency action regarding the hazardous conditions caused by storm damage. CONSEQUENCE OF NEGATIVE ACTION: Pursuant to Resolution No. 2017/404, the proclamation of local emergency issued by the County Administrator on January 19, 2017 and ratified by the Board of Supervisors on January 26, 2017 cannot remain in effect more than 30 days unless it is reviewed and continued by the Board of Supervisors. February 14, 2017 Contra Costa County Board of Supervisors 804 RECOMMENDATION(S): CONTINUE the emergency action originally taken by the Board of Supervisors on November 16, 1999 regarding the issue of homelessness in Contra Costa County. FISCAL IMPACT: None. BACKGROUND: On November 16, 1999, the Board of Supervisors declared a local emergency, pursuant to the provisions of Government Code Section 8630 on homelessness in Contra Costa County. Government Code Section 8630 requires that, for a body that meets weekly, the need to continue the emergency declaration be reviewed at least every 14 days until the local emergency is terminated. In no event is the review to take place more than 21 days after the previous review. On February 7, 2017, the Board of Supervisors reviewed and approved the emergency declaration. With the continuing high number of homeless individuals and insufficient funding available to assist in sheltering all homeless individuals and families, it is appropriate for the Board to continue the declaration of a local emergency regarding homelessness. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Enid Mendoza, (925) 335-1039 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 79 To:Board of Supervisors From:David Twa, County Administrator Date:February 14, 2017 Contra Costa County Subject:Continue Extension of Emergency Declaration Regarding Homelessness February 14, 2017 Contra Costa County Board of Supervisors 805 RECOMMENDATION(S): Approve clarification of Board action of December 8, 2015, (C.96) with Regents of the University of California on behalf of its University of California, SF Benioff Children’s Hospital Oakland, an educational institution, to read Children’s Hospital & Research Center at Oakland, dba UCSF Benioff Children’s Hospital – Oakland, for residency students, with no change in the term from December 1, 2015 through December 31, 2020. FISCAL IMPACT: Non-financial agreement. BACKGROUND: On December 8, 2015, the Board of Supervisors approved Contract #26-629-1 with Regents of the University of California on behalf of its University of California, SF Benioff Children’s Hospital Oakland, for the provision of supervised field instruction at Contra Costa APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: ANNA ROTH, 925-370-5101 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: D Morgan, M Wilhelm C. 84 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:Correct Board Order Item #C.96 with Regents of the University of California February 14, 2017 Contra Costa County Board of Supervisors 806 BACKGROUND: (CONT'D) Regional Medical Center and Contra Costa Health Centers for medical residency students, from December 1, 2015 through December 31, 2020. The purpose of this Board Order is to change the name of the Contractor to read Children’s Hospital & Research Center at Oakland, dba UCSF Benioff Children’s Hospital – Oakland instead of Regents of the University of California on behalf of its Univ. of CA, SF Benioff Children’s Hospital Oakland, through December 31, 2020. CONSEQUENCE OF NEGATIVE ACTION: If this correction is not approved, contractor’s students will not receive supervised fieldwork instruction experience at Contra Costa Regional Medical Center and Contra Costa Health Centers. February 14, 2017 Contra Costa County Board of Supervisors 807 RECOMMENDATION(S): DECLARE as surplus and AUTHORIZE the Purchasing Agent, or designee, to dispose of fully depreciated vehicles and equipment no longer needed for public use, as recommended by the Public Works Director, Countywide. FISCAL IMPACT: No fiscal impact. BACKGROUND: Section 1108-2.212 of the County Ordinance Code authorizes the Purchasing Agent to dispose of any personal property belonging to Contra Costa County and found by the Board of Supervisors not to be required for public use. The property for disposal is either obsolete, worn out, beyond economical repair, or damaged beyond repair. CONSEQUENCE OF NEGATIVE ACTION: Public Works would not be able to dispose of surplus vehicles and equipment. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Nida Rivera,(925) 313-2124 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 71 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:February 14, 2017 Contra Costa County Subject:Disposal of Surplus Property February 14, 2017 Contra Costa County Board of Supervisors 808 ATTACHMENTS Surplus Vehicles & Equipment February 14, 2017 Contra Costa County Board of Supervisors 809 February 14, 2017 Contra Costa County Board of Supervisors 810 RECOMMENDATION(S): 1. ACKNOWLEDGE that the term of office of the Member 5, 6 and 9 seats and the Alternate to Seats 4, 5, 6, and 9 on the Contra Costa County Employees' Retirement Association Board of Trustees (Retirement Board) held by Debora Allen, Supervisor Candace Andersen, John Phillips and Jerry Holcombe, respectively, will expire on June 30, 2017; and that Supervisor Andersen was reappointed to Seat 6 by the Board of Suipervisors on January 10, 2016 to a new term expiring on June 30, 2020. 2. ACKNOWLEDGE that there is a standing referral to the Board's Internal Operations Committee to recruit to fill, by Board of Supervisors appointment, any vacancies that occur in seats 4, 5, 6 and 9 of the Retirement Board. 3. ACKNOWLEDGE that the terms of office of the Member 3, 7 and 7 Alternate seats on the Retirement Board held by Todd Smithey, Gabriel Rodrigues, and William Pigeon, respectively, will also expire on June 30, 2017. 4. ADOPT Resolution No. 2017/52 calling and noticing election of Retirement Board Members Number 3 (general), 7 and 7 Alternate (safety members of the Association ), as recommended by the Contra Costa County Employees’ Retirement Association Board. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Julie DiMaggio Enea (925) 335-1077 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: County Administrator, County Clerk - Elections Division, Retirement Administration C. 80 To:Board of Supervisors From:David Twa, County Administrator Date:February 14, 2017 Contra Costa County Subject:Election of Retirement Board Member Numbers 3, 7, and 7 Alternate February 14, 2017 Contra Costa County Board of Supervisors 811 FISCAL IMPACT: None. BACKGROUND: The terms of office of the following members of the Contra Costa County Employees’ Retirement Association Board will expire on June 30, 2017 : Todd Smithey (General Member - Number 3), Gabriel Rodrigues (Safety Member of the Association - Number 7), and William Pigeon (Safety Member of the Association - Number 7 Alternate). The general February 14, 2017 Contra Costa County Board of Supervisors 812 members of the Association may elect the Number 3 member and the safety members of the Association may elect the Number 7 and 7 Alternate members, as provided in the attached Resolution. Government Code Section 31520.1 (a) provides in part: “The seventh member shall be a safety member of the association elected by the safety members. The eighth member shall be a retired member elected by the retired members of the association in a manner to be determined by the board of supervisors. The alternate member shall be that candidate, if any, for the seventh member from the group under Section 31470.2 or 31470.4, or any other eligible safety member in a county if there is no eligible candidate from the groups under Sections 31470.2 and 31470.4, which is not represented by a board member who received the highest number of votes of all candidates in that group, and shall be referred to as the alternate seventh member. If there is no eligible candidate there may not be an alternate seventh member." Government Code section 31520.1 also provides in part: "(b)...The alternate seventh member provided for by this section shall vote as a member of the board only if the second, third, seventh, or eighth member is absent from a board meeting for any cause, or if there is a vacancy with respect to the second, third, seventh, or eighth member, the alternate seventh member shall fill the vacancy until a successor qualifies. The alternate seventh member shall sit on the board in place of the seventh member if a member of the same service is before the board for determination of his or her retirement. (c) The alternate seventh member shall be entitled to both of the following: (1) The alternate seventh member shall have the same rights, privileges, responsibilities, and access to closed sessions as the second, third, seventh, and eighth member. (2) The alternate seventh member may hold positions on committees of the board independent of the second, third, seventh, or eighth member and may participate in the deliberations of the board or any of its committees to which the alternate seventh member has been appointed whether or not the second, third, seventh, or eighth member is present." Nominations shall be on forms provided by the County Clerk starting on Monday, February 20, 2017 and filed in that office not later than 5 p.m. on March 17, 2017. Election Day is fixed as Tuesday, June 13, 2017. Any Ballot reaching the County Clerk’s Office after 5 p.m. on Tuesday, June 13, 2017 shall be voided and not counted. CONSEQUENCE OF NEGATIVE ACTION: Delay in election of the 3rd, 7th, and 7th Alternate members of the Contra Costa County Employees’ Retirement Association Board. AGENDA ATTACHMENTS Resolution No. 2017/52 Resolution No. 2016/46 MINUTES ATTACHMENTS Signed: Resolution No. 2017/52 February 14, 2017 Contra Costa County Board of Supervisors 813 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 02/14/2017 by the following vote: AYE: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/52 In the Matter of the Election of Retirement Board Members Number 3, 7 and 7 Alternate / Calling and Noticing Election (Government Code Section 31520) The Contra Costa County Board of Supervisors acting in its capacity as the Governing Board of the County of Contra Costa and all districts of which it is the ex-officio governing Board RESOLVES THAT: The term of office of members 3, 7, and 7 alternate of the Contra Costa County Employees’ Retirement Association Board will be completed as of June 30, 2017. The members are as follows: 1. Member No.Name 3 Todd Smithey, General Member 7 Gabriel Rodrigues, Safety Member 7 Alternate William Pigeon, Safety Alternate The appropriate members of the Retirement Association may elect someone to fill these offices for a three-year term beginning July 1, 2017 as provided below. Nominations shall be on forms provided by the County Clerk starting on Monday, February 20, 2017 and filed in that office not later than 5 p.m. on March 17, 2017. The Clerk shall have ballots printed with the nominees’ names and with blank spaces for write-in candidates. The Clerk shall have a ballot mailed no later than May 15, 2017 to each member of the appropriate group of the Retirement Association as of April 1, 2017 with a ballot envelope in which to enclose the ballot when voted, imprinted “Retirement Board Ballot” or similar words, together with a postage paid, Business reply envelope addressed to the County Clerk for mailing the ballot envelope to that office, and with instructions that the ballot shall be marked and returned to the County Clerk before 5 p.m. on election day. (See No. 3 below.) 2. Election Day is hereby fixed as Tuesday, June 13, 2017. Any Ballot reaching the County Clerk’s Office after 5 p.m. on Tuesday, June 13, 2017 shall be voided and not counted. 3. Notice of election and nomination procedure shall be given by the Clerk by publishing a copy of this resolution at least once in the Contra Costa Times, West Contra Costa Times, San Ramon Valley Times, and the Ledger Post Dispatch at least ten days before the last day for receiving nominations. (See No 2 above.) 4. On Wednesday, June 14, 2017, the County Clerk shall cause all valid ballots to be publicly opened, counted, and tallied by an Election Board, which shall forthwith certify the return to this Board; and this Board shall declare the winners elected, or arrange for a run-off election in case of a tie. 5. If the County Clerk receives no valid nominations for the position, he shall so inform this Board which shall call a new election therefore; and if the Clerk receives only one nomination for any of these positions, he shall so notify this Board which shall declare that person elected to that position in accordance with Government Code Section 31523(c). 6. 5 February 14, 2017 Contra Costa County Board of Supervisors 814 Contact: Julie DiMaggio Enea (925) 335-1077 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: County Administrator, County Clerk - Elections Division, Retirement Administration February 14, 2017 Contra Costa County Board of Supervisors 815 February 14, 2017 Contra Costa County Board of Supervisors 816 February 14, 2017 Contra Costa County Board of Supervisors 817 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 02/02/2016 by the following vote: AYE: John Gioia Candace Andersen Mary N. Piepho Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2016/46 In the Matter of the Election of Retirement Board Members Number 2, 8 and 8 Alternate / Calling and Noticing Election (Government Code Section 31520) The Contra Costa County Board of Supervisors acting in its capacity as the Governing Board of the County of Contra Costa and all districts of which it is the ex-officio governing Board RESOLVES THAT: 1. The term of office of members 2, 8, and 8 alternate of the Contra Costa County Employees' Retirement Association Board will be completed as of June 30, 2016. The members are as follows: Member No.Name 2 Brian Hast, General Member 8 Jerry Telles, Retired Member 8 Alternate Louis Kroll, Retired Alternate The appropriate members of the Retirement Association may elect someone to fill these offices for a three year term beginning July 1, 2016 as provided below. 2. Nominations shall be on forms provided by the County Clerk starting on Monday, February 22, 2016 and filed in that office not later than 5 p.m. on March 18, 2016. The Clerk shall have ballots printed with the nominees' names and with blank spaces for write-in candidates. The Clerk shall have a ballot mailed no later than May 16, 2016 to each member of the appropriate group of the Retirement Association as of April 1, 2016 with a ballot envelope in which to enclose the ballot when voted, imprinted "Retirement Board Ballot" or similar words, together with a postage paid, Business reply envelope addressed to the County Clerk for mailing the ballot envelope to that office, and with instructions that the ballot shall be marked and returned to the County Clerk before 5 p.m. on election day. (See No. 3 below.) 3. Election Day is hereby fixed as Tuesday, June 14, 2016. Any Ballot reaching the County Clerk's Office after 5 p.m. on Tuesday, June 14, 2016 shall be voided and not counted. 4. Notice of election and nomination procedure shall be given by the Clerk by publishing a copy of this resolution at least once in the Contra Costa Times, West Contra Costa Times, San Ramon Valley Times, and the Ledger Post Dispatch at least ten days before the last day for receiving nominations. (See No 2 above.) 5. On Wednesday, June 15,2016, the County Clerk shall cause all valid ballots to be publicly opened, counted, and tallied by an Election Board, which shall forthwith certify the return to this Board; and this Board shall declare the winners elected, or arrange for a run-off election in case of a tie. 6. If the County Clerk receives no valid nominations for the position, he shall so inform this Board which shall call a new election therefore; and if the Clerk receives only one nomination for any of these positions, he shall so notify this Board which shall declare that person elected to that position in accordance with Government Code Section 31523(c). 5 February 14, 2017 Contra Costa County Board of Supervisors 818 Contact: Julie DiMaggio Enea (925) 335-1077 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 2, 2016 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Elections, , CCCERA Administrator February 14, 2017 Contra Costa County Board of Supervisors 819 RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to issue Request for Proposal (RFP) #1152 in an amount not to exceed $317,125 for Comprehensive Domestic Violence Services to California Work Opportunity and Responsibility to Kids (CalWORKs)/Welfare-to-Work (WTW) clients for the period July 1, 2017 through June 30, 2018. (100% Federal) FISCAL IMPACT: $317,125: CalWORKs single allocation (100% Federal) BACKGROUND: The Request for Proposal will solicit competitive proposals for delivery of Comprehensive Domestic Violence and Support Services to California Work Opportunity and Responsibility to Kids (CalWORKs)/Welfare-to-Work (WTW) Clients. Employment and Human Services Department provides countywide Comprehensive Domestic Violence and Support Services as an integral part of the CalWORKs WTW Program. Domestic violence services are designed to identify CalWORKs/WTW recipients and applicants who are past or present victims of domestic violence, provide assistance to address the effects of domestic violence in the family with the final goal of obtaining employment and becoming self-sufficient. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: V. Kaplan, 3-1514 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 76 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:February 14, 2017 Contra Costa County Subject:Issuance of Request for Proposal (RFP) #1152, Domestic Violence Services to CalWORKs/Welfare-to-Work (WTW) Clients February 14, 2017 Contra Costa County Board of Supervisors 820 CONSEQUENCE OF NEGATIVE ACTION: Without Board of Supervisors authorization to do so, the pending open bid process would not continue, resulting in the lack of funding released to the community. CHILDREN'S IMPACT STATEMENT: The Request for Proposal (RFP) supports three of the five community outcomes established in the Children’s Report Card: 3)"Families that are Economically Self-Sufficient"; 4) "Families that are Safe, Stable and Nurturing"; and 5) "Communities that are Safe and Provide a High Quality of Life for Children and Families” by providing assistance to clients to address the effects of domestic violence in the family with the final goal of obtaining employment and becoming self-sufficient. February 14, 2017 Contra Costa County Board of Supervisors 821 RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to issue Request for Proposal (RFP) #1153 in an amount not to exceed $195,000 for Comprehensive Job Services for Limited English Proficient (LEP) California Work Opportunity and Responsibility to Kids (CalWORKs)/Welfare-to-Work (WTW) participants for the period July 1, 2017 through June 30, 2018. (100% Federal) FISCAL IMPACT: $195,000: CalWORKs single allocation (100% Federal) BACKGROUND: The Request for Proposal will solicit competitive proposals for delivery of Comprehensive Job Services for Limited English Proficient (LEP) California Work Opportunity and Responsibility to Kids (CalWORKs)/Welfare-to-Work (WTW) participants. Employment and Human Services Department provides countywide Comprehensive Job Services for Limited English Proficient (LEP) CalWORKs)/WTW with the goal of assisting individuals who need special assistance to obtain employment due to lack of English skills, education or experience in the U.S. The goal of the program is to promote the value of work and help families to move from public assistance to financial independence. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: V. Kaplan, 3-1514 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 75 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:February 14, 2017 Contra Costa County Subject:Issuance of Request for Proposal (RFP) #1153, Job Services for Limited English Proficient CalWORKs/Welfare-to-Work (WTW) Participants February 14, 2017 Contra Costa County Board of Supervisors 822 CONSEQUENCE OF NEGATIVE ACTION: Without Board of Supervisors authorization to do so, the pending open bid process would not continue, resulting in the lack of funding released to the community. CHILDREN'S IMPACT STATEMENT: The Request for Proposal (RFP) supports three of the five community outcomes established in the Children’s Report Card: 3)"Families that are Economically Self-Sufficient"; 4) "Families that are Safe, Stable and Nurturing"; and 5)"Communities that are Safe and Provide a High Quality of Life for Children and Families” by providing services to individuals who need special assistance to obtain employment due to lack of English skills, education or experience in the U.S. February 14, 2017 Contra Costa County Board of Supervisors 823 RECOMMENDATION(S): ADOPT Resolution No. 2017/63 authorizing the issuance and sale of "Moraga Elementary School District General Obligation Bonds, Election of 2016, Series A" in an amount not to exceed $12,000,000 by the Moraga Elementary School District on its own behalf pursuant to Sections 15140 and 15146 of the Education Code, as permitted by Section 53508.7(c) of the Government Code. FISCAL IMPACT: There is no fiscal impact to the County. BACKGROUND: The Moraga Elementary School District intends to issue General Obligation bonds to fund capital improvements throughout the District. The District has requested that the Board of Supervisors adopt a resolution authorizing the direct issuance and sale of bonds by the District on its own behalf as authorized by Section 15140(b) of the Education Code. The District adopted is scheduled to adopt resolution on February 14, 2017 authorizing the sale and issuance of the bonds. In recognition of the Board of Supervisors not convening again until March 7, 2017, staff is recommending that the Board take action APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Timothy Ewell, 925-335-1036 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 83 To:Board of Supervisors From:David Twa, County Administrator Date:February 14, 2017 Contra Costa County Subject:Moraga Elementary School District General Obligation Bonds, Election of 2016, Series A February 14, 2017 Contra Costa County Board of Supervisors 824 BACKGROUND: (CONT'D) in anticipation of the District approving the sale of the bonds later this evening. This issuance was approved by the voters as part of a bond measure (Measure V) listed on the November 8, 2016 ballot. CONSEQUENCE OF NEGATIVE ACTION: Without the Contra Costa County Board of Supervisors authorization, the School District will not be able to issue the bonds. CHILDREN'S IMPACT STATEMENT: The recommendation supports the following Children's Report Card outcome: Communities that are Safe and Provide a High Quality of Life for Children and Families. AGENDA ATTACHMENTS Resolution No. 2017/63 Resolution No. 2016/691 District Resolution MINUTES ATTACHMENTS Signed Resolution No. 2017/63 February 14, 2017 Contra Costa County Board of Supervisors 825 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 12/20/2016 by the following vote: AYE: John Gioia Candace Andersen Mary N. Piepho Karen Mitchoff NO: ABSENT:Federal D. Glover ABSTAIN: RECUSE: Resolution No. 2016/691 RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY CONSENTING TO AND AUTHORIZING THE ANTIOCH UNIFIED SCHOOL DISTRICT TO ISSUE ITS GENERAL OBLIGATION BONDS (SCHOOL FACILITIES IMPROVEMENT DISTRICT NO. 1), ELECTION OF 2008, SERIES D ON ITS OWN BEHALF RESOLVED by the Board of Supervisors (the "Board") of Contra Costa County (the "County"), State of California: WHEREAS, sections 53506 et seq. of the California Government Code, including section 53508.7 thereof, provide that California public school district may issue and sell bonds on its own behalf at private sale pursuant to sections 15140 or 15146 of the California Education Code the Education Code; WHEREAS, section 15140(b) of the California Education Code provides that the board of supervisors of county may authorize California public school district in the county to issue and sell its own bonds without the further action of the board of supervisors or officers of the county; WHEREAS, the Board of Education of the Antioch Unified School District (the "District"), a public school district under the jurisdiction of the County, has heretofore adopted and filed with the Clerk of this Board, a resolution (the "Bond Resolution") providing for the issuance and sale of its Antioch Unified School District (School Facilities Improvement District No. 1) (Contra Costa County, California) General Obligation Bonds, Election of 2008, Series D (the "Series D Bonds"), through negotiated sale pursuant to sections 53506 et seq. of the California Government Code; and WHEREAS, it has been requested on behalf of the District that this Board consent to such issuance of the Series D Bonds and authorize the District to issue and sell the Series D Bonds on its own behalf at negotiated sale pursuant to sections 15140 and 15146 of the California Education Code as permitted by section 53508.7 of the California Government Code and the terms set forth in the Bond Resolution; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, State of California, as follows: Section 1. Recitals. All of the foregoing recitals are true and correct. Section 2. Consent and Authorization of Negotiated Sale. This Board hereby consents to and authorizes the issuance and negotiated sale by the District on its own behalf of the Series D Bonds pursuant to sections 15140 and 15146 of the California Education Code, as permitted by section 53508.7 of the California Government Code and the terms and conditions set forth in the Bond Resolution. This consent and authorization set forth herein shall only apply to the Series D Bonds. Section 3. Source of Payment. The County acknowledges receipt of the Bond Resolution as adopted and the requests made by the District to levy collect and distribute ad valorem tax revenues pursuant to section 15250 et seq. of the California Education Code to pay for principal of and interest on the Series D Bonds when and if sold. Correspondingly, and subject to the issuance and sale of the Series D Bonds and transmittal of information concerning the debt service requirements thereof to the appropriate County officers, there shall be levied by the County on all of the taxable property in the District in addition to all other taxes, a continuing direct ad valorem tax annually during the period the Series D Bonds are outstanding commencing with fiscal year 2017-18 in an amount sufficient to pay the principal of and interest on the Series D Bonds when due which tax revenues when 4 1 February 14, 2017 Contra Costa County Board of Supervisors 826 2017-18 in an amount sufficient to pay the principal of and interest on the Series D Bonds when due which tax revenues when collected will be placed in the Debt Service Funds established pursuant to the Bond Resolution and have been irrevocably pledged for the payment of the principal of and interest on the Series D Bonds, when and as the same fall due. The monies in the Debt Service Funds, to the extent necessary to pay the principal of and interest on the Series D Bonds, as the same become due and payable, shall be transferred by the County to the Paying Agent for such bonds to pay the principal of and interest on the Series D Bonds as set out in California law and in the Bond Resolution. Section 4. Approval of Actions. Officers of the Board and County officials and staff are authorized to do any and all things and are hereby authorized and directed jointly and severally to execute and deliver any and all documents which they may deem necessary or advisable in order to assist the District with the issuance of the Series D Bonds and otherwise carry out give effect to and comply with the terms and intent of this Resolution. Such actions heretofore taken by such officers officials and staff are hereby ratified confirmed and approved. Section 5. Indemnification of County. The County acknowledges and relies upon the fact that the District has represented that it shall indemnify and hold harmless, to the extent permitted by law, the County and its officers and employees ("Indemnified Parties"), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Parties may become subject because of action or inaction related to the adoption of this resolution, or related to the proceedings for sale, award, issuance and delivery of the Series D Bonds in accordance herewith and with the District's resolution and that the District shall also reimburse any such Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. Section 6. Limited Responsibility for Official Statement. Neither the Board nor any officer of the County has prepared or reviewed the official statement of the District describing the Series D Bonds (the "Official Statement") and this Board and the various officers of the County take no responsibility for the contents or distribution thereof; provided, however, that solely with respect to a section contained or to be contained therein describing the County's investment policy, current portfolio holdings and valuation procedures, as they may relate to funds of the District held by the County Treasurer-Tax Collector, the County Treasurer-Tax Collector is hereby authorized and directed to prepare and review such information for inclusion in the Official Statement and in a preliminary official statement, and to certify in writing prior to or upon the issuance of the Series D Bonds that the information contained in such section does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein in the light of the circumstances under which they are made not misleading. Section 7. Limited Liability. Notwithstanding anything to the contrary contained herein, in the Series D Bonds or in any other document mentioned herein, neither the County nor the Board shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Series D Bonds shall be payable solely from the moneys of the District available therefore as set forth in the Bond Resolution and herein. Section 8. Effective Date. This Resolution shall take effect immediately upon its passage. Contact: Timothy Ewell, 925-335-1036 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: December 20, 2016 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: February 14, 2017 Contra Costa County Board of Supervisors 827 C.83 February 14, 2017 Contra Costa County Board of Supervisors 828 February 14, 2017 Contra Costa County Board of Supervisors 829 ANTIOCH UNIFIED SCHOOL DISTRICT RESOLUTION NO. 2016-17-19 RESOLUTION OF THE BOARD OF EDUCATION OF THE ANTIOCH UNIFIED SCHOOL DISTRICT AUTHORIZING THE ISSUANCE AND SALE OF GENERAL OBLIGATION BONDS (SFID NO. 1), IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $20,752,944 AND AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH WHEREAS, an election was duly and regularly held in School Facilities Improvement District No. 1 (the "Improvement District") of the Antioch Unified School District (the "District") on June 3, 2008, in accordance with Section 1(b)(3) of Article XIIIA of the California Constitution, for the purpose of submitting Measure C to the qualified electors of the Improvement District, authorizing the issuance of general obligation bonds in the aggregate principal amount of $61,600,000 (the "Measure C Bonds"), and more than 55% of the votes cast were in favor of the issuance of the Bonds; and WHEREAS, the abbreviated form of Measure C is: "To address critical renovation and modernization needs as schools that have all served Antioch for more than forty years, replace aging roofs, aging plumbi ng, old heating and air conditioning units with energy efficient systems, upgrade restrooms, electrical systems, renovate and expand libraries, and make schools accessible to all students, shall the School Facilities Improvement District No. 1 of the Antioch Unified School District issue $61,600,000 in bonds at legal interest rates with funds monitored by an Independent Citizens' Oversight Committee and no funds spent on administrators?" WHEREAS, the District has previously issued four series of Measure C Bonds, being Series A, Series B, Series C-1 and Series C-2, in the combined aggregate principal amount of $40,847,056, leaving $20,752,944 of authori zed but unissued Measure C Bonds; and WHEREAS, the Board of Education of the District (the "Board") has full authority to provide for the issuance and sale of any series of Measure C Bonds under the provisions of Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing at Section 53506 (the "Bond Law"); and WHEREAS, the District's First Interim Report for fiscal year 2016-17 is expected to be certified positive; and WHEREAS, pursuant to Senate Bill 1029 ("SB 1029") approved September 12, 2016 and effective as of January 1, 2017, the Board will at its January 25, 2017 meeting consider approval of a local debt policy meeting the requirements of SB 1029; and WHEREAS, as such, the District wishes at this time to initiate proceedings for the issuance of a fifth and final series of Measure C Bonds under the Bond Law in the aggregate principal amount of not to exceed $20,752,944 (the "Series D Bonds") as February 14, 2017 Contra Costa County Board of Supervisors 830 provided in this Resolution for the purpose of providing additional financing for projects which are authorized under the Measure C; and NOW, THEREFORE, BE IT RESOLVED by the Board of Education of the Antioch Unified School District as follows: ARTICLE I DEFINITIONS; AUTHORITY SECTION 1.01. Definitions. The terms defined in this Section 1.01, as used and capitalized herein, shall, for all purposes of this Resolution, have the meanings given them below, unless the context clearly requires some other meaning. "Authorized Investments" means the County Investment Pool, the Local Agency Investment Fund, any investments authorized pursuant to Sections 53601 and 53635 of the California Government Code, provided that said investments are part of the County treasury, in accordance with Education Code Section 15146(g). The Treasurer Tax­ Collector shall assume no responsibility in the reporting, reconciling and monitoring in the investment of proceeds related to the Series D Bonds. "Board" means the Board of Education of the District. "Bond Counsel" means (a) the firm of Jones Hall, A Professional Law Corporation, or (b) any other attorney or firm of attorneys nationally recognized for expertise in rendering opinions as to the legality and tax exempt status of securities issued by public entities. "Bond Law" means Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, commencing with Section 53506 of said Code, as in effect on the date of adoption hereof and as amended hereafter. "Bond Purchase Agreement" means the Bond Purchase Agreement between the District and the Underwriter, under which the Underwriter agrees to purchase the Series D Bonds and pay the purchase price therefor. "Building Fund" means the fund established and held by the County Treasurer under Section 3.03. "Closing Date" means the date upon which there is a delivery of the Series D Bonds in exchange for the amount representing the purchase price of the Series D Bonds by the Underwriter. "Continuing Disclosure Certificate" means the Continuing Disclosure Certificate which is executed and delivered by a District Representative on the Closing Date. "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the District and related to the authorization, issuance, sale and delivery of the Series D Bonds, including but not limited to the costs of preparation and -2- February 14, 2017 Contra Costa County Board of Supervisors 831 reproduction of documents, printing expenses, filing and recording fees, initial fees and charges of the Paying Agent and its counsel, legal fees and charges, fees and disbursements of consultants and professionals, rating agency fees and any other cost, charge or fee in connection with the original issuance and sale of the Series D Bonds. "County" means the County of Contra Costa, a political subdivision of the State of California, duly organized and existing under the Constitution and laws of the State of California. "County Auditor-Controller" means the Contra Costa County Auditor-Controller, or any authorized deputy thereof. "County Treasurer" means the Contra Costa County Treasurer-Tax Collector, or any authorized deputy thereof. "Debt Service Fund" means the account established and held by the County Treasurer under Section 4.02. "Depository" means (a) initially, DTC, and (b) any other Securities Depository acting as Depository under Section 2.09. "Depository System Participant" means any participant in the Depository's book­ entry system. "District" means the Antioch Unified School District, a school district organized under the Constitution and laws of the State of California, and any successor thereto. "District Representative" means the President of the Board, the Superintendent, the Chief Business Official, the Associate Superintendent-Business and Operations, any person acting in such capacity, or any of such officer's written designees, or any other person authorized by resolution of the Board of the District to act on behalf of the District with respect to this Resolution and the Series D Bonds. "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. "Education Code" means the Education Code of the State of California, as in effect on the Closing Date or as thereafter amended from time to time. "Federal Securities" means: (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), for which the full faith and credit of the United States of America are pledged; (b) obligations of any agency, department or instrumentality of the United States of America, the timely payment of principal and interest on which are directly or indirectly secured or guaranteed by the full faith and credit of the United States of America. "Improvement District" means School Facilities Improvement District No. 1 duly formed by the District pursuant to Education Code sections 15320 et seq. -3- February 14, 2017 Contra Costa County Board of Supervisors 832 "Interest Payment Dates" means February 1 and August 1 in each year, commencing on the date set forth in the Bond Purchase Agreement, provided, however, that such dates are subject to modification as provided in the Bond Purchase Agreement. "Measure C" means the bond measure submitted to the qualified electors of the District on June 3, 2008, authorizing the issuance of general obligation bonds in the aggregate principal amount of $61,600,000 "Office" means the office or offices of the Paying Agent for the payment of the Series D Bonds and the administration of its duties hereunder. The Paying Agent may designate and re-designate the Office from time to time by written notice filed with the County and the District. "Outstanding," when used as of any particular time with reference to Series D Bonds, means all Series D Bonds except: (a) Series D Bonds theretofore canceled by the Paying Agent or surrendered to the Paying Agent for cancellation; (b) Series D Bonds paid or deemed to have been paid within the meaning of Section 9.02; and (c) Series D Bonds in lieu of or in substitution for which other Series D Bonds have been authorized, executed, issued and delivered by the District under this Resolution. "Owner", whenever used herein with respect to a Series D Bond, means the person in whose name the ownership of such Series D Bond is registered on the Registration Books. "Paying Agent" means the bank, trust company, national banking association or other financial institution appointed as paying agent for the Series D Bonds in the manner provided in Article VI of this Resolution. "Record Date" means the 15th day of the month preceding an Interest Payment Date, whether or not such day is a business day. "Registration Books" means the records maintained by the Paying Agent for the registration of ownership and registration of transfer of the Series D Bonds under Section 2.08. "Resolution" means this Resolution, as originally adopted by the Board and including all amendments hereto and supplements hereof which are duly adopted by the Board from time to time in accordance herewith. "Securities Depositories" means OTC; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the District may designate in a Written Request of the District delivered to the Paying Agent. "Series D Bonds" means the not to exceed $20,752,944 aggregate principal amount of Antioch Unified School District (Contra Costa County, California) General Obligation Bonds (School Facilities Improvement District No. 1 ), Election of 2008, Series D issued and at any time Outstanding under this Resolution. -4- February 14, 2017 Contra Costa County Board of Supervisors 833 "Tax Code" means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under said Code. "Underwriter" means Raymond James & Associates, Inc., the original underwriter of the Series D Bonds upon the negotiated sale thereof, as designated pursuant to Section 3.01. "Written Certificate of the District" means an instrument in writing signed by a District Representative or by any other officer of the District duly authorized by the District and listed on a Written Request of the District for that purpose. SECTION 1.02. Interpretation. (a)Unless the context otherwise indicates, words expressed in the singular include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and include the neuter, masculine or feminine gender, as appropriate. (b)Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. (c)All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Resolution; the words "herein," "hereof," "hereby," "hereunder" and other words of similar import refer to this Resolution as a whole and not to any particular Article, Section or subdivision hereof. SECTION 1.03. Authority for this Resolution; Findings. This Resolution is entered into under the provisions of the Bond Law. The Board hereby certifies that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of the Series D Bonds do exist, have happened or have been performed in due and regular time and manner as required by the laws of the State of California, and that the amount of the Series D Bonds, together with all other indebtedness of the District, does not exceed any limit prescribed by any laws of the State of California. -5- February 14, 2017 Contra Costa County Board of Supervisors 834 ARTICLE II THE SERIES D BONDS SECTION 2.01. Authorization. The Board hereby authorizes the issuance of the Series D Bonds in the aggregate principal amount not to exceed $20,752,944 under and subject to the terms of Article XIIIA, Section 1 paragraph (b} of the California Constitution, the Bond Law and this Resolution, for the purpose of raising money for the acquisition or improvement of educational facilities in accordance with Measure C. This Resolution constitutes a continuing agreement between the District and the Owners of all of the Series D Bonds issued or to be issued hereunder and then Outstanding to secure the full and final payment of principal thereof and interest and premium, if any, on all Series D Bonds, subject to the covenants, agreements, provisions and conditions herein contained. The Series D Bonds shall be designated the "Antioch Unified School District (Contra Costa County, California) General Obligation Bonds (School Facilities Improvement District No. 1), Election of 2008, Series D", together with any additional designations as may be necessary to sufficiently identify the Series D Bonds, and may be issued in separate series from time to time provided that the aggregate principal amount does not exceed the maximum principal amount authorized herein. SECTION 2.02. Terms of Series D Bonds. (a)Form; Numbering. The Series D Bonds shall be issued as fully registered current interest bonds, without coupons, in the denomination of $5,000 each or any integral multiple thereof. The Series D Bonds shall be lettered and numbered as prescribed by the Paying Agent. (b)Date of Series D Bonds. The Series D Bonds shall be dated as of the Closing Date. (c)CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on the Series D Bonds, but such numbers shall not constitute a part of the contract evidenced by the Series D Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Series D Bonds. In addition, failure on the part of the District to use CUSIP numbers in any notice to Owners of the Series D Bonds will not constitute an event of default or any violation of the District's contract with the Owners and will not impair the effectiveness of any such notice. (d)Maturities; Basis of Interest Calculation. The Series D Bonds shall mature on August 1 in the years and in the amounts, and shall bear interest at the rates, as determined upon the sale thereof and as set forth in the Bond Purchase Agreement. The final maturity of the Series D Bonds shall be not later than thirty years following the Closing Date. Interest on the Series D Bonds shall be calculated on the basis of a 360- day year comprised of twelve 30-day months. Each Series D Bond shall bear interest from the Interest Payment Date next preceding the date of registration and authentication thereof unless (i) it is authenticated as of an Interest Payment Date, in which event it shall bear interest from such date, or (ii)it is authenticated prior to an Interest Payment Date and after the close of business on the preceding Record Date, in which event it shall bear interest from such Interest -6- February 14, 2017 Contra Costa County Board of Supervisors 835 Payment Date, or (iii) it is authenticated on or before the first Record Date, in which event it shall bear interest from the Closing Date; provided, however, that if at the time of authentication of a Series D Bond, interest is in default thereon, such Series D Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. (e)Payment. Interest on the Series D Bonds (including the final interest payment upon maturity or redemption) is payable by check of the Paying Agent mailed to the Owner thereof at such Owner's address as it appears on the Registration Books at the close of business on the preceding Record Date; provided that at the written request of the Owner of at least $1,000,000 aggregate principal amount of the Series D Bonds, which written request is on file with the Paying Agent as of any Record Date, interest on such Series D Bonds shall be paid on the succeeding Interest Payment Date to such account as shall be specified in such written request. Principal of the Series D Bonds is payable in lawful money of the United States of America upon presentation and surrender at the Principal Office of the Paying Agent. (f)Provisions of Bond Purchase Agreement to Control. Notwithstanding the foregoing provisions of this Section and the following provisions of Section 2.03, any of the terms of the Series D Bonds may be established or modified under the Bond Purchase Agreement. In the event of a conflict or inconsistency between this Resolution and the Bond Purchase Agreement relating to the terms of the Series D Bonds, the provisions of the Bond Purchase Agreement shall be controlling. SECTION 2.03. Redemption of Series D Bonds. (a)Optional Redemption Dates and Prices. The Series D Bonds may be subject to redemption prior to maturity, at the option of the District, in whole or in part among maturities on such basis as designated by the District and by lot within a maturity, from any available source of funds, on the dates and at the respective redemption prices as shall be designated in the Bond Purchase Agreement. (b)Mandatory Sinking Fund Redemption. If the Bond Purchase Agreement specifies that any one or more maturities of the Series D Bonds are term bonds which are subject to mandatory sinking fund redemption, each such maturity of Series D Bonds shall be subject to such mandatory sinking fund redemption on August 1 in each of the years and in the respective principal amounts as set forth in the Bond Purchase Agreement, at a redemption price equal to 100% of the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption. (c)Selection of Series D Bonds for Redemption. Whenever less than all of the Outstanding Series D Bonds of any one maturity are designated for redemption, the Paying Agent shall select the Outstanding Series D Bonds of such maturity to be redeemed by lot in any manner deemed fair by the Paying Agent. For purposes of such selection, each Series D Bond will be deemed to consist of individual bonds of $5,000 principal amount. The Series D Bonds may all be separately redeemed. (d)Redemption Procedure. The Paying Agent will cause notice of any redemption to be mailed, first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the respective Owners of any -7- February 14, 2017 Contra Costa County Board of Supervisors 836 Series D Bonds designated for redemption, at their addresses appearing on the Registration Books. Such mailing is not a condition precedent to such redemption and the failure to mail or to receive any such notice will not affect the validity of the proceedings for the redemption of such Series D Bonds. In addition, the Paying Agent will give notice of redemption by telecopy or certified, registered or overnight mail to the Municipal Securities Rulemaking Board and each of the Securities Depositories at least two days prior to such mailing to the Series D Bond Owners. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Series D Bonds are to be called for redemption, shall designate the serial numbers of the Series D Bonds to be redeemed by giving the individual number of each Series D Bond or by stating that all Series D Bonds between two stated numbers, both inclusive, or by stating that all of the Series D Bonds of one or more maturities have been called for redemption, and shall require that such Series D Bonds be then surrendered at the Office of the Paying Agent for redemption at the said redemption price, giving notice also that further interest on such Series D Bonds will not accrue from and after the redemption date. Upon surrender of Series D Bonds redeemed in part only, the District shall execute and the Paying Agent shall authenticate and deliver to the Owner, at the expense of the District, a new Series D Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Series D Bond or Bonds. From and after the date fixed for redemption, if notice of such redemption has been duly given and funds available for the payment of the principal of and interest (and premium, if any) on the Series D Bonds so called for redemption have been duly provided, the Series D Bonds called for redemption will cease to be entitled to any benefit under this Resolution other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in the notice. The Paying Agent will cancel all Series D Bonds redeemed under this Section and will furnish a certificate of cancellation to the District. (e)Right to Rescind Notice of Redemption. The District has the right to rescind any notice of the optional redemption of Series D Bonds under subsection (a) of this Section by written notice to the Paying Agent on or prior to the dated fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Series D Bonds then called for redemption. The District and the Paying Agent shall have no liability to the Series D Bond Owners or any other party related to or arising from such rescission of redemption. The Paying Agent shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under subsection (d) of this Section. SECTION 2.04. Form of Series D Bonds. The Series D Bonds, the form of the Paying Agent's certificate of authentication and registration and the form of assignment to appear thereon will be substantially in the form, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Resolution and the Bond Purchase Agreement, as are set forth in Appendix A attached hereto. -8- February 14, 2017 Contra Costa County Board of Supervisors 837 SECTION 2.05. Execution of Series D Bonds. The Series D Bonds shall be signed by the manual or facsimile signature of the President of the Board and shall be attested by the manual or facsimile signature of the Clerk or Secretary of the Board. Only those Series D Bonds bearing a certificate of authentication and registration in the form set forth in Appendix A attached hereto, executed and dated by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Paying Agent is conclusive evidence that the Series D Bonds so registered have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Resolution. SECTION 2.06. Transfer of Series D Bonds. Subject to Section 2.10, any Series D Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Series D Bond for cancellation at the Office at the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. The District may charge a reasonable sum for each new Series D Bond issued upon any transfer. Whenever any Series D Bond or Bonds is surrendered for transfer, the District shall execute and the Paying Agent shall authenticate and deliver a new Series D Bond or Bonds, for like aggregate principal amount. No transfers of Series D Bonds shall be required to be made (a) 15 days prior to the date established by the Paying Agent for selection of Series D Bonds for redemption or (b) with respect to a Series D Bond which has been selected for redemption. SECTION 2.07. Exchange of Series D Bonds. Series D Bonds may be exchanged at the principal Office of the Paying Agent for a like aggregate principal amount of Series D Bonds of authorized denominations and of the same maturity, together with a request for exchange signed by the owner or by a person legally empowered to do so in a form satisfactory to the Paying Agent. The District may charge a reasonable sum for each new Series D Bond issued upon any·exchange (except in the cases of any exchange of temporary Series D Bonds for definitive Series D Bonds). No exchange of Series D Bonds is required to be made (a) 15 days prior to the date established by the Paying Agent for selection of Series D Bonds for redemption or (b) with respect to a Series D Bond after it has been selected for redem ption. SECTION 2.08. Registration Books. The Paying Agent shall keep or cause to be kept sufficient books for the registration and transfer of the Series D Bonds, which shall at all times be open to inspection by the District upon reasonable notice; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Series D Bonds as herein before provided. SECTION 2.09. Book-Entry System. Except as provided below, OTC shall be the Owner of all of the Series D Bonds, and the Series D Bonds shall be registered in the name of Cede & Co. as nominee for OTC. The Series D Bonds shall be initially executed and delivered in the form of a single fully registered Series D Bond for each maturity date of the Series D Bonds in the full aggregate principal amount of the Series D Bonds maturing on such date. The Paying Agent and the District may treat OTC (or its nominee) as the sole and exclusive owner of the Series D Bonds registered in its name for all purposes of this Resolution, and neither the Paying Agent nor the District -9- February 14, 2017 Contra Costa County Board of Supervisors 838 shall be affected by any notice to the contrary. The Paying Agent and the District have no responsibility or obligation to any Depository System Participant, any person claiming a beneficial ownership interest in the Series D Bonds under or through OTC or a Depository System Participant, or any other person which is not shown on the register of the District as being an owner, with respect to the accuracy of any records maintained by OTC or any Depository System Participant or the payment by OTC or any Depository System Participant by OTC or any Depository System Participant of any amount in respect of the principal or interest with respect to the Series D Bonds. The District shall cause to be paid all principal and interest with respect to the Series D Bonds only to OTC, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the principal and interest with respect to the Series D Bonds to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than OTC shall receive a Series D Bond. Upon delivery by OTC to the District of written notice to the effect that OTC has determined to substitute a new nominee in place of Cede & Co., the term "Cede & Co." in this Resolution shall refer to such new nominee of OTC. If the District determines that it is in the best interest of the beneficial owners that they be able to obtain Series D Bonds and delivers a written certificate to OTC and the District to that effect, OTC shall notify the Depository System Participants of the availability through OTC of Series D Bonds. In such event, the District shall issue, transfer and exchange Series D Bonds as requested by OTC and any other owners in appropriate amounts. OTC may determine to discontinue providing its services with respect to the Series D Bonds at any time by giving notice to the District and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the District shall be obligated to deliver Series D Bonds as described in this Resolution. Whenever OTC requests the District to do so, the District will cooperate with OTC in taking appropriate action after reasonable notice to (a) make available one or more separate Series D Bonds evidencing the Series D Bonds to any Depository System Participant having Series D Bonds credited to its OTC account or (b) arrange for another securities depository to maintain custody of certificates evidencing the Series D Bonds. Notwithstanding any other provision of this Resolution to the contrary, so long as any Series D Bond is registered in the name of Cede & Co., as nominee of OTC, all payments with respect to the principal and interest with respect to such Series D Bond and all notices with respect to such Series D Bond shall be made and given, respectively, to OTC as provided in the representation letter delivered on the date of issuance of the Series D Bonds. Section 2.10. Transfer Under Book-Entry System: Discontinuation of Book­ Entry System. Registered ownership of the Series D Bonds, or any portion thereof, may not be transferred except as follows: (i)To any successor of Cede & Co., as nominee of OTC, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this Section (a "substitute depository"); provided that any successor of Cede & Co., as nominee of OTC or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; -10- February 14, 2017 Contra Costa County Board of Supervisors 839 (ii)To any substitute depository not objected to by the District or the County, upon (1) the resignation of OTC or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the County (upon consultation with the District) to substitute another depository for OTC (or its successor) because OTC or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii)To any person upon (1) the resignation of DTC or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the County (upon consultation with the District) to remove OTC or its successor (or any substitute depository or its successor) from its functions as depository. ARTICLE Ill SALE OF SERIES D BONDS; APPLICATION OF PROCEEDS SECTION 3.01. Sale of Series D Bonds; Approval of Sale Documents. (a)Negotiated Sale Authorized. Pursuant to Section 53508.7 of the Bond Law, the Board hereby expressly authorizes the negotiated sale of the Series D Bonds to Raymond James & Associates, Inc., as Underwriter. The Series D Bonds shall be sold pursuant to the Bond Purchase Agreement in substantially the form on file with the Clerk of the Board with such changes therein, deletions therefrom and modifications thereto as a District Representative may approve, such approval to be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement; provided that the Bond Purchase Agreement shall contain the following terms: (i)the Series D Bonds shall bear a rate of interest of not to exceed 8 percent per annum; (ii)the Series D Bonds shall have a final maturity date of 30 years or less from the date of issuance; (iii)the Series D Bonds shall have a ratio of total debt service to principal of not to exceed four to one; (iv)the Underwriter's discount, net of Underwriter's reimbursable expenses, shall not exceed 0.60% of the aggregate principal amount of the Series D Bonds. The Board hereby authorizes a District Representative to execute and deliver the final form of the Bond Purchase Agreement in the name and on behalf of the District. (b)Reasons for Negotiated Sale. In accordance with Section 53508.7 of the Bond Law, the Board has determined to sell the Series D Bonds at negotiated sale for the following reasons: (a) a negotiated sale provides more flexibility to choose the time -11- February 14, 2017 Contra Costa County Board of Supervisors 840 and date of the sale which is often advantageous in the municipal bond market; (b) the involvement of the Underwriter in preparing documents, rating agency presentations and structuring bonds generally enhances the quality and results of the bond offering; (c) a negotiated sale will permit the time schedule for the issuance and sale of the Series D Bonds to be expedited, if necessary; (d) a negotiated sale provides the District access to the underwriter's trading desk for providing estimates of the cost of various bond structures (yields, discounts, premiums and maturities) for the purpose of evaluating alternative potential bond structures with the goal of producing the best match between District objectives and investor acceptance and demand; and (e) a negotiated sale provides time for underwriters to educate potential investors about the District and the Series D Bonds with the goal of maximizing investor orders/reducing interest cost on the day of bond pricing. (c)Official Statement. The Board hereby approves, and hereby deems final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the Preliminary Official Statement describing the Series D Bonds in substantially the form on file with the Clerk of the Board. A District Representative is hereby authorized to execute an appropriate certificate stating the Board's determination that the Preliminary Official Statement has been deemed final within the meaning of such Rule. A District Representative is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by a District Representative shall be conclusive evidence of his or her approval of any such changes and additions. The Board hereby authorizes the distribution of the Official Statement by the Underwriter. The final Official Statement shall be executed in the name and on behalf of the District by a District Representative. (d)Bond Insurance. If the District is advised by its financial advisor that it is in the best financial interests of the District to obtain a municipal bond insurance policy to insure the payment of debt service on the Series D Bonds, a District Representative is authorized to apply for said insurance and to take all actions and execute all documents and certifications relating thereto. (e)Actions to Close Bond Issuance. Each District Representative and any and all other officers of the District are each authorized and directed in the name and on behalf of the District to execute and deliver any and all certificates, requisitions, agreements, notices, consents, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate the lawful issuance, sale and delivery of the Series D Bonds, including but not limited to the execution and delivery of a document with respect to the engagement of the Paying Agent appointed hereby, and the payment of Costs of Issuance. Whenever in this Resolution any officer of the District is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf if such officer is absent or unavailable. SECTION 3.02. Application of Proceeds of Sale of Series D Bonds. The proceeds of the Series D Bonds paid to the County Treasurer on the Closing Date shall be applied by the County Treasurer as follows: (a)The portion of the proceeds representing the premium (if any) received by the County Treasurer on the sale of the Series D Bonds -12- February 14, 2017 Contra Costa County Board of Supervisors 841 will be deposited in the Debt Service Fund established pursuant to Section 4.02. (b)All remaining proceeds received by the County Treasurer from the sale of the Series D Bonds will be deposited in the Building Fund established pursuant to Section 3.03. At the option of the District, a portion of the proceeds to be used to pay Costs of Issuance may be deposited with a fiscal agent selected by the District, as provided in Section 15146(g) of the Education Code, as directed by the District, in order the facilitate the payment of Costs of Issuance. In addition, the Bond Purchase Agreement may provide that the Underwriter shall apply its funds to the payment of Costs of Issuance. SECTION 3.03. Building Fund. The County Auditor-Controller shall create and maintain a fund designated as the "Antioch Unified School District, Election of 2008, Series D Building Fund," into which the proceeds from the sale of the Series D Bonds shall be deposited, to the extent required under Section 3.02(b). In order to ensure that the District is able to meet its federal tax law covenants with respect to separate accounting of funds holding proceeds of the Series D Bonds, the County Auditor­ Controller is requested to maintain separate accounting for the proceeds of the Series D Bonds, including all earnings received from the investment thereof. Amounts credited to the Building Fund for the Series D Bonds shall be expended by the District solely for the financing of projects for which the Series D Bond proceeds are authorized to be expended under Measure C (which includes related Costs of Issuance). All interest and other gain arising from the investment of proceeds of the Series D Bonds shall be retained in the Building Fund and used for the purposes thereof. At the Written Request of the District filed with the County Auditor-Controller, any amounts remaining on deposit in the Building Fund and not needed for the purposes thereof shall be withdrawn from the Building Fund and transferred to the Debt Service Fund, to be applied to pay the principal of and interest on the Series D Bonds. If excess amounts remain on deposit in the Building Fund after payment in full of the Series D Bonds, any such excess amounts shall be transferred to the general fund of the District, to be applied for the purposes for which the Series D Bonds have been authorized or otherwise in accordance with the Bond Law. SECTION 3.04. Professionals; Estimated Financing Costs. The Board has previously engaged the services of PFM Financial Advisors LLC (previously Public Financial Management) to act as the District's financial advisor, and has engaged the firm of Jones Hall, A Professional Law Corporation, to act as bond counsel and disclosure counsel to the District. Such engagements are affirmed in connection with the issuance of the Series D Bonds. A District Representative is authorized to execute agreements relating to said engagements pursuant to substantially the same terms as the previous engagement. The estimated Costs of Issuance of the Series D Bonds is approximately $132,500, which includes legal and financial advisory expenses, rating fees, paying agency fees, and other issuance related costs, but which does not include Underwriter's fees and expenses and the bond insurance premium, if bond insurance is obtained. In accordance with Government Code Section 53509.5, actual cost information relating to the sale of the Series D Bonds shall be presented to the Board of Trustees at its next public meeting following the sale of the Series D Bonds, and an -13- February 14, 2017 Contra Costa County Board of Supervisors 842 itemized summary of the costs of the Series D Bonds sale shall be submitted to the California Debt and Investment Commission. SECTION 3.05. Costs of Issuance Agreement. In order to facilitate the payment of all or some Costs of Issuance, the Board hereby authorizes a District Representative to enter into or acknowledge an agreement, designating a bank identified therein, to serve as a custodian for receipt of a portion of the proceeds of the Series D Bonds to pay all or a portion of Costs of Issuance. Such funds may be paid directly by the Underwriter to the custodian identified therein, and may represent premium on the Series D Bonds which the Underwriter may, pursuant to the Bond Purchase Agreement, contract to provide for payment of Costs of Issuance. ARTICLE IV SECURITY FOR THE SERIES D BONDS; DEBT SERVICE FUND SECTION 4.01. Security for the Series D Bonds. The Series D Bonds are general obligations of the District. The Board has the power to direct the County to levy ad valorem taxes upon all property within the Improvement District that is subject to taxation by the District, without limitation of rate or amount, for the payment of the Series D Bonds and the interest and redemption premium (if any) thereon. The District hereby directs the County to levy on all the taxable property in the Improvement District, in addition to all other taxes, a continuing direct and ad valorem tax annually during the period the Series D Bonds are Outstanding in an amount sufficient to pay the principal of and interest on the Series D Bonds when due, including the principal of any Series D Bonds upon the mandatory sinking fund redemption thereof under Section 2.03(b), which moneys when collected will be paid to the County Treasurer and placed in the Debt Service Fund. The principal of and interest and redemption premium (if any) on the Series D Bonds does not constitute a debt of the County, the State of California, or any of its political subdivisions other than the District, or any of the officers, agents or employees thereof. Neither the County, the State of California, any of its political subdivisions nor any of the officers, agents or employees thereof are liable for the Series D Bonds. In no event are the principal of and interest and redemption premium (if any) on Series D Bonds payable out of any funds or properties of the District other than ad valorem taxes levied on taxable property in the Improvement District. The Series D Bonds, including the interest thereon, are payable solely from taxes levied under Sections 15250 and 15252 of the Education Code. As required by Education Code Section 15140(c), the District shall transmit a copy of this resolution, together with the debt service schedule for the Series D Bonds, to the office of the County Auditor-Controller and County Treasurer in sufficient time to permit the County to establish tax rates for the Series D Bonds. SECTION 4.02. Establishment of Debt Service Fund. The District hereby directs the County Auditor-Controller to establish, hold and maintain a fund to be known as the "Antioch Unified School District (School Facilities Improvement District No. 1) -14- February 14, 2017 Contra Costa County Board of Supervisors 843 Election of 2008, Series D General Obligation Bonds Debt Service Fund", which the County Auditor-Controller shall maintain as a separate account, distinct from all other funds of the County and the District. All taxes levied by the County, at the request of the District, for the payment of the principal of and interest and premium (if any) on the Series D Bonds shall be deposited in the Debt Service Fund by the County promptly upon apportionment of said levy. The District hereby pledges all revenues from the property taxes collected from the levy by the Board of Supervisors of the County for the payment of the Series D Bonds and the amounts in the Debt Service Fund to the payment of the principal of and interest on the Series D Bonds when and as the same become due, including the principal of any term Series D Bonds required to be paid upon the mandatory sinking fund redemption thereof. Amounts in the Debt Service Fund shall be transferred by the County Auditor-Controller to the Paying Agent to the extent required to pay the principal of and interest and redemption premium (if any) on the Series D Bonds when due. In addition, amounts on deposit in the Debt Service Fund shall be applied to pay the fees and expenses of the Paying Agent insofar as permitted by law, including specifically by Section 15232 of the Education Code. SECTION 4.03. Disbursements From Debt Service Fund. The County Auditor­ Controller shall administer the Debt Service Fund and make disbursements therefrom in the manner set forth in this Section. The County Auditor-Controller shall transfer amounts on deposit in the Debt Service Fund, to the extent necessary to pay the principal of and interest on the Series D Bonds when due and payable, to the Paying Agent which, in turn, shall pay such moneys to OTC to pay the principal of and interest on the Series D Bonds. OTC will thereupon make payments of principal and interest on the Series D Bonds to the OTC Participants who will thereupon make payments of principal and interest to the beneficial owners of the Series D Bonds. If, after payment in full of the Series D Bonds, and all other general obligation bonded indebtedness of the District, any amounts remain on deposit in the Debt Service Fund, the County shall transfer such amounts to the General Fund of the District as provided in Section 15234 of the Education Code. SECTION 4.04. Investments. All moneys held in any of the funds or accounts established with the County hereunder may be invested in Authorized Investments in accordance with the investment policies of the County, as such policies exist at the time of investment. Obligations purchased as an investment of moneys in any fund or account will be deemed to be part of such fund or account. The County has no responsibility in the reporting, reconciling and monitoring of the investment of the proceeds of the Series D Bonds. All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the fund or account from which such investment was made, and shall be expended for the purposes thereof. The District covenants that all investments of amounts deposited in any fund or account created by or under this Resolution, or otherwise containing proceeds of the Series D Bonds, shall be acquired and disposed of at the Fair Market Value thereof. For purposes of this Section, the term "Fair Market Value" shall mean, with respect to any investment, the price at which a willing buyer would purchase such investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded -15- February 14, 2017 Contra Costa County Board of Supervisors 844 on an established securities market (within the meaning of Section 1273 of the Tax Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as described above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, or (iii) the investment is a United States Treasury Security -State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt. ARTICLE V OTHER COVENANTS OF THE DISTRICT SECTION 5.01. Punctual Payment. The Board will direct the County to levy ad valorem taxes in the Improvement District, as provided in Section 15250 of the Education Code, so as to enable the District to punctually pay, or cause to be paid, the principal of and interest on the Series D Bonds, in conformity with the terms of the Series D Bonds and of this Resolution. Nothing herein contained shall prevent the District from making advances of its own moneys howsoever derived to any of the uses or purposes permitted by law, including, in its sole discretion, to pay debt service on the Series D Bonds. SECTION 5.02. Books and Accounts; Financial Statements. The District will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the District in which complete and correct entries are made of all transactions relating to the expenditure of the proceeds of the Series D Bonds. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Paying Agent and the Owners of not less than 10% in aggregate principal amount of the Series D Bonds then Outstanding, or their representatives authorized in writing. SECTION 5.03. Protection of Security and Rights of Series D Bond Owners. The District will preserve and protect the security of the Series D Bonds and the rights of the Series D Bond Owners, and will warrant and defend their rights against all claims and demands of all persons. Following the issuance of the Series D Bonds by the District, the Series D Bonds shall be incontestable by the District. SECTION 5.04. Tax Covenants. (a)Private Activity Bond Limitation. The District shall assure that the proceeds of the Series D Bonds are not so used as to cause the Series D Bonds to satisfy the private business tests of Section 141 (b) of the Tax Code or the private loan financing test of Section 141 (c) of the Tax Code. (b)Federal Guarantee Prohibition. The District shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of -16- February 14, 2017 Contra Costa County Board of Supervisors 845 the Series D Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Tax Code. (c)No Arbitrage. The District shall not take, or permit or suffer to be taken by the Paying Agent or the County or otherwise, any action with respect to the proceeds of the Series D Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Series D Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Tax Code. (d)Maintenance of Tax-Exemption. The District shall take all actions necessary to assure the exclusion of interest on the Series D Bonds from the gross income of the Owners of the Series D Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the Closing Date. (e)Rebate of Excess Investment Earnings to United States. The District shall calculate or cause to be calculated excess investment earnings with respect to the Series D Bonds which are required to be rebated to the United States of America under Section 148(f) of the Tax Code, and shall pay the full amount of such excess investment earnings to the United States of America in such amounts, at such times and in such manner as may be required under the Tax Code, if and to the extent such Section 148(f) is applicable to the Series D Bonds. Such payments shall be made by the District from any source of legally available funds of the District. The District shall keep or cause to be kept, and retain or cause to be retained for a period of six years following the retirement of the Series D Bonds, records of the determinations made under this subsection (e). In order to provide for the administration of this subsection (e), the District may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the District may deem appropriate. SECTION 5.05. Continuing Disclosure. The District hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, which shall be executed by a District Representative and delivered on the Closing Date. Notwithstanding any other provision of this Resolution, failure of the District to comply with the Continuing Disclosure Certificate does not constitute a default by the District hereunder or under the Series D Bonds; however, any Participating Underwriter (as that term is defined in the Continuing Disclosure Certificate) or any holder or beneficial owner of the Series D Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. SECTION 5.06. Further Assurances. The District will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Resolution, and for the better assuring and confirming unto the Owners of the Series D Bonds of the rights and benefits provided in this Resolution. -17- February 14, 2017 Contra Costa County Board of Supervisors 846 ARTICLE VI THE PA YING AGENT SECTION 6.01. Appointment of Paying Agent. A District Representative is authorized to identify and appoint a bank or trust company to act as the initial Paying Agent for the Series D Bonds and, in such capacity, shall also act as registration agent and authentication agent for the Series D Bonds. The Paying Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Resolution, and even during the continuance of an event of default with respect to the Series D Bonds, no implied covenants or obligations shall be read into this Resolution against the Paying Agent. The Paying Agent shall signify its acceptance of the duties and obligations imposed upon it by the District by executing and delivering to the District a certificate or agreement to that effect. A District Representative is authorized to enter into a paying agency agreement in connection with such appointment. The District may remove the Paying Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company doing business and having an office in the State of California, having a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, under law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Paying Agent may at any time resign by giving written notice to the District and the Series D Bond Owners of such resignation. Upon receiving notice of such resignation, the District shall promptly appoint a successor Paying Agent by an instrument in writing. Any resignation or removal of the Paying Agent and appointment of a successor Paying Agent will become effective upon acceptance of appointment by the successor Paying Agent. SECTION 6.02. Paying Agent May Hold Series D Bonds. The Paying Agent may become the owner of any of the Series D Bonds in its own or any other capacity with the same rights it would have if it were not Paying Agent. SECTION 6.03. Liability of Agents. The recitals of facts, covenants and agreements herein and in the Series D Bonds contained shall be taken as statements, covenants and agreements of the District, and the Paying Agent assumes no responsibility for the correctness of the same, nor makes any repres entations as to the validity or sufficiency of this Resolution or of the Series D Bonds, nor shall incur any responsibility in respect thereof, other than as set forth in this Resolution. The Paying Agent is not liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. In the absence of bad faith, the Paying Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon -18- February 14, 2017 Contra Costa County Board of Supervisors 847 certificates or opinions furnished to the Paying Agent and conforming to the requirements of this Resolution. The Paying Agent is not liable for any error of judgment made in good faith by a responsible officer of its corporate trust department in the absence of the negligence of the Paying Agent. No provision of this Resolution shall require the Paying Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Paying Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Paying Agent is not responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. SECTION 6.04. Notice to Paying Agent. The Paying Agent may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Paying Agent may consult with counsel, who may be counsel to the District, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of its duties under this Resolution the Paying Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Paying Agent, be deemed to be conclusively proved and established by a certificate of the District, and such certificate shall be full warrant to the Paying Agent for any action taken or suffered under the provisions of this Resolution upon the faith thereof, but in its discretion the Paying Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. SECTION 6.05. Compensation; Indemnification. The District shall pay to the Paying Agent from time to time reasonable compensation for all services rendered under this Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution. The District further agrees to indemnify and save the Paying Agent harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or bad faith. -19- February 14, 2017 Contra Costa County Board of Supervisors 848 ARTICLE VII REMEDIES OF SERIES D BOND OWNERS SECTION 7 .01. Remedies of Series D Bond Owners. Any Series D Bond Owner has the right, for the equal benefit and protection of all Series D Bond Owners similarly situated: (a)by mandamus, suit, action or proceeding, to compel the District and its members, officers, agents or employees to perform each and every term, provision and covenant contained in this Resolution and in the Series D Bonds, and to require the carrying out of any or all such covenants and agreements of the District and the fulfillment of all duties imposed upon it; (b)by suit, action or proceeding in equity, to enjoin any acts or things which are unlawful, or the violation of any of the Series D Bond Owners' rights; or (c)upon the happening and continuation of any default by the District hereunder or under the Series D Bonds, by suit, action or proceeding in any court of competent jurisdiction, to require the District and its members and employees to account as if it and they were the trustees of an express trust. SECTION 7 .02. Remedies Not Exclusive. No remedy herein conferred upon the Owners of Series D Bonds is exclusive of any other remedy. Each and every remedy is cumulative and may be exercised in addition to every other remedy given hereunder or thereafter conferred on the Series D Bond Owners. SECTION 7 .03. Non-Waiver. Nothing in this Article VII or in any other provision of this Resolution or in the Series D Bonds, affects or impairs the obligation of the District, which is absolute and unconditional, to pay the principal of and interest on the Series D Bonds to the respective Owners of the Series D Bonds at the respective dates of maturity, as herein provided, or affects or impairs the right of action against the District, which is also absolute and unconditional, of such Owners to institute suit against the District to enforce such payment by virtue of the contract embodied in the Series D Bonds. A waiver of any default by any Series D Bond Owner shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Owner of any of the Series D Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Series D Bond Owners by this Article VII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners of the Series D Bonds. If a suit, action or proceeding to enforce any right or exercise any remedy be abandoned or determined adversely to the Series D Bond Owners, the District and the -20- February 14, 2017 Contra Costa County Board of Supervisors 849 Series D Bond Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. ARTICLE VIII AMENDMENT OF THIS RESOLUTION SECTION 8.01. Amendments Effective Without Consent of the Owners. The Board may amend this Resolution from time to time, without the consent of the Owners of the Series D Bonds, for any one or more of the following purposes: (a)To add to the covenants and agreements of the District in this Resolution, other covenants and agreements to be observed by the District which are not contrary to or inconsistent with this Resolution as theretofore in effect; (b)To confirm, as further assurance, any pledge under, and to subject to any lien or pledge created or to be created by, this Resolution, of any moneys, securities or funds, or to establish any additional funds or accounts to be held under this Resolution; (c)To cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in this Resolution, in a manner which does not materially adversely affect the interests of the Series D Bond Owners in the opinion of Bond Counsel filed with the District; or (d)To make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Series D Bonds. SECTION 8.02. Amendments Effective With Consent of the Owners. The Board may amend this Resolution from time to time for any purpose not set forth in Section 8.01, with the written consent of the Owners of a majority in aggregate principal amount of the Series D Bonds Outstanding at the time such consent is given. Without the consent of all the Owners of such Series D Bonds, no such modification or amendment shall permit (a) a change in the terms of maturity of the principal of any Outstanding Series D Bonds or of any interest payable thereon or a reduction in the principal amount thereof or in the rate of interest thereon, (b) a reduction of the percentage of Series D Bonds the consent of the Owners of which is required to effect any such modification or amendment, (c) a change in any of the provisions in Section 7.01 or (d) a reduction in the amount of moneys pledged for the repayment of the Series D Bonds, and no right or obligation of any Paying Agent may be changed or modified without its written consent. -21- February 14, 2017 Contra Costa County Board of Supervisors 850 ARTICLE IX MISCELLANEOUS SECTION 9.01. Benefits of Resolution Limited to Parties. Nothing in this Resolution, expressed or implied, gives any person other than the District, the County, the Paying Agent and the Owners of the Series D Bonds, any right, remedy, claim under or by reason of this Resolution. The covenants, stipulations, promises or agreements in this Resolution are for the sole and exclusive benefit of the Owners of the Series D Bonds. SECTION 9.02. Defeasance of Series D Bonds. (a)Discharge of Resolution. Any or all of the Series D Bonds may be paid by the District in any of the following ways, provided that the District also pays or causes to be paid any other sums payable hereunder by the District: (i)by paying or causing to be paid the principal or redemption price of and interest on such Series D Bonds, as and when the same become due and payable; (ii)by irrevocably depositing, in trust, at or before maturity, money or securities in the necessary amount (as provided in Section 9.02(c) hereof) to pay or redeem such Series D Bonds; or (iii)by delivering such Series D Bonds to the Paying Agent for cancellation by it. If the District pays all Outstanding Series D Bonds and also pays or causes to be paid all other sums payable hereunder by the District, then and in that case, at the election of the District ( evidenced by a certificate of a District Representative filed with the Paying Agent, signifying the intention of the District to discharge all such indebtedness and this Resolution), and notwithstanding that any Series D Bonds have not been surrendered for payment, this Resolution and other assets made under this Resolution and all covenants, agreements and other obligations of the District under this Resolution shall cease, terminate, become void and be completely discharged and satisfied, except only as provided in Section 9.02(b). In such event, upon request of the District, the Paying Agent shall cause an accounting for such period or periods as may be requested by the District to be prepared and filed with the District and shall execute and deliver to the District all such instruments as may be necessary to evidence such discharge and satisfaction, and the Paying Agent shall pay over, transfer, assign or deliver to the District all moneys or securities or other property held by it under this Resolution which are not required for the payment or redemption of Series D Bonds not theretofore surrendered for such payment or redemption. (b)Discharge of Liability on Series D Bonds. Upon the deposit, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 9.02(c) hereof) to pay or redeem any Outstanding Series D Bond (whether upon or prior to its maturity or the redemption date of such Series D Bond), provided that, if such Series D Bond is to be redeemed prior to maturity, notice of such redemption has been -22- February 14, 2017 Contra Costa County Board of Supervisors 851 given as provided in Section 2.03 or provision satisfactory to the Paying Agent has been made for the giving of such notice, then all liability of the District in respect of such Series D Bond shall cease and be completely discharged, except only that thereafter the Owner thereof shall be entitled only to payment of the principal of and interest on such Series D Bond by the District, and the District shall remain liable for such payment, but only out of such money or securities deposited with the Paying Agent as aforesaid for such payment, provided further, however, that the provisions of Section 9.02(d) shall apply in all events. The District may at any time surrender to the Paying Agent for cancellation by it any Series D Bonds previously issued and delivered, which the District may have acquired in any manner whatsoever, and such Series D Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired. (c)Deposit of Money or Securities with Paying Agent. Whenever in this Resolution it is provided or permitted that there be deposited with or held in trust by the Paying Agent money or securities in the necessary amount to pay or redeem any Series D Bonds, the money or securities so to be deposited or held may include money or securities held by the Paying Agent in the funds and accounts established under this Resolution and shall be: (i)lawful money of the United States of America in an amount equal to the principal amount of such Series D Bonds and all unpaid interest thereon to maturity, except that, in the case of Series D Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption has been given as provided in Section 2.03 or provision satisfactory to the Paying Agent has been made for the giving of such notice, the amount to be deposited or held shall be the principal amount or redemption price of such Series D Bonds and all unpaid interest thereon to the redemption date; or (ii)Federal Securities (not callable by the issuer thereof prior to maturity) the principal of and interest on which when due, in the opinion of a certified public accountant delivered to the District, will provide money sufficient to pay the principal or redemption price of and all unpaid interest to maturity, or to the redemption date, as the case may be, on the Series D Bonds to be paid or redeemed, as such principal or redemption price and interest become due, provided that, in the case of Series D Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption has been given as provided in Section 2.03 or provision satisfactory to the Paying Agent has been made for the giving of such notice. (d)Payment of Series D Bonds After Discharge of Resolution. Notwithstanding any provisions of this Resolution, any moneys held by the Paying Agent in trust for the payment of the principal or redemption price of, or interest on, any Series D Bonds and remaining unclaimed for two years after the principal of all of the Series D Bonds has become due and payable (whether at maturity or upon call for redemption or by acceleration as provided in this Resolution), if such moneys were so held at such date, or two years after the date of deposit of such moneys if deposited after said date when all of the Series D Bonds became due and payable, shall, upon request of the District, -23- February 14, 2017 Contra Costa County Board of Supervisors 852 be repaid to the District free from the trusts created by this Resolution, and all liability of the Paying Agent with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the District as aforesaid, the Paying Agent may (at the cost of the District) first mail to the Owners of all Series D Bonds which have not been paid at the addresses shown on the Registration Books a notice in such form as may be deemed appropriate by the Paying Agent, with respect to the Series D Bonds so payable and not presented and with respect to the provisions relating to the repayment to the District of the moneys held for the payment thereof. Thereafter, the District shall remain liable to the Owners for payment of any amounts due on the Series D Bonds, which amounts shall be deemed to be paid by the District from moneys remitted to it by the Paying Agent under this subsection (d). SECTION 9.03. Execution of Documents and Proof of Ownership by Series D Bond Owners. Any request, declaration or other instrument which this Resolution may require or permit to be executed by Series D Bond Owners may be in one or more instruments of similar tenor, and shall be executed by Series D Bond Owners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Series D Bond Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered Series D Bonds and the amount, maturity, number and date of holding the same shall be proved by the Registration Books. Any request, declaration or other instrument or writing of the Owner of any Series D Bond shall bind all future Owners of such Series D Bond in respect of anything done or suffered to be done by the District or the Paying Agent in good faith and in accordance therewith. SECTION 9.04. Waiver of Personal Liability. No Board member, officer, agent or employee of the District shall be individually or personally liable for the payment of the principal of or interest on the Series D Bonds; but nothing herein contained shall relieve any such Board member, officer, agent or employee from the performance of any official duly provided by law. SECTION 9.05. Limited Duties of County; Indemnification. Notwithstanding anything stated to the contrary in this Resolution, the Series D Bonds are not a debt of the County, including its Board, officers, officials, agents and employees, and the County, including its Board, officers, officials, agents and employees, has no obligation to repay the Series D Bonds. Neither the County, nor its Board of Supervisors, nor any officer, official, agent or employee of the County, shall have any obligation or liability hereunder or in connection with the transactions contemplated hereby other than as specified in the Education Code. The Series D Bonds, including the interest thereon, are payable solely from taxes levied under Section 15250 of the Education Code. The -24- February 14, 2017 Contra Costa County Board of Supervisors 853 County has no responsibility and assumes no liability whatsoever arising from the expenditure of the proceeds of the Series D Bonds by the District. The County (includin g its officers, agents and employees) shall undertake only those duties of the County under this Resolution which are specifically set forth in this Resolution and in applicable provisions of the Bond Law and the Education Code, and even during the continuance of an event of default with respect to the Series D Bonds, no implied covenants or obligations shall be read into this Resolution against the County (including its officers, agents and employees). The District further agrees to indemnify and hold harmless, to the extent permitted by law, the County, including its officers, agents and employees (the "Indemnified Parties") against any and all losses, claims, damages or liabilities, joint or several, which it may incur in the exercise and performance of its powers and duties hereunder, including legal and other expenses incurred in connection with investigating or defending any such claims or actions, which are not due to its negligence or bad faith. SECTION 9.06. Destruction of Canceled Series D Bonds. Whenever in this Resolution provision is made for the surrender to the District of any Series D Bonds which have been paid or canceled under the provisions of this Resolution, a certificate of destruction duly executed by the Paying Agent shall be deemed to be the equivalent of the surrender of such canceled Series D Bonds and the District shall be entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Series D Bonds therein referred to. SECTION 9.07. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this Resolution shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Resolution. The District hereby declares that it would have adopted this Resolution and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Series D Bonds pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses, or phrases of this Resolution may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the District is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the District hereunder shall be assumed by and vest in the chief financial officer of the District in trust for the benefit of the Series D Bond Owners. -25- February 14, 2017 Contra Costa County Board of Supervisors 854 SECTION 9.08. Effective Date of Resolution. This Resolution shall take effect from and after the date of its passage and adoption. * * * * * * * * PASSED AND ADOPTED on December 14, 2016, by the following vote: [Majority vote required] AYES: 5' NOES: <I ABSENT: � ATTEST: Clerk of the Board of Education Antioch Unified School District, Contra Costa County, Califo rnia -26- February 14, 2017 Contra Costa County Board of Supervisors 855 APPENDIX A FORM OF SERIES D BOND REGISTERED BOND NO. __ ***$ ***----- ANTIOCH UNIFIED SCHOOL DISTRICT (Contra Costa County, California) GENERAL OBLIGATION BOND (School Facilities Improvement District No. 1) ELECTION OF 2008, SERIES D INTEREST RATE PER ANNUM: MATURITY DATE: REGISTERED OWNER: DATED DATE: CUSIP: PRINCIPAL AMOUNT: *** DOLLARS*** ----------------- The Antioch Unified School District (the "District"), located in the County of Contra Costa (the "County"), for value received, hereby promises to pay to the Registered Owner named above, or registered assigns, the principal amount on the Maturity Date, each as stated above, and interest thereon, calculated on a 30/360 day basis, until the principal amount is paid or provided for, at the Interest Rate stated above, such interest to be paid on February 1 and August 1 of each year, commencing August 1, 2017 (the "Interest Payment Dates"). This Bond will bear interest from the Interest Payment Date next preceding the date of authentication hereof, unless (a) it is authenticated as of a business day following the 15 th day of the month immediately preceding any Interest Payment Date and on or before such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (b) it is authenticated on or before July 15, 2017, in which event it shall bear interest from the Dated Date referred to above. Principal hereof is payable at the corporate trust office of the paying agent for the Bonds (the "Paying Agent"), initially being . Interest hereon (including the final interest payment upon maturity) is payable by check or draft of the Paying Agent mailed by first-class mail to the Owner at the Owner's address as it appears on the registration books maintained by the Paying Agent as of the close of business on the 15 1h day of the month next preceding such Interest Payment Date (the "Record Date"), or at such other address as the Owner may have filed with the Paying Agent for that purpose. Principal hereof is payable at the corporate trust office of the Paying Agent. Interest hereon (including the final interest payment upon maturity) is payable by check or draft of the Paying Agent mailed by first-class mail to the Owner at the Owner's A-1 February 14, 2017 Contra Costa County Board of Supervisors 856 address as it appears on the reg·istration books maintained by the Paying Agent as of the close of business on the 151h day of the month next preceding such Interest Payment Date (the "Record Date"), or at such other address as the Owner may have filed with the Paying Agent for that purpose. This Bond is one of a duly authorized issue of Bonds of the District designated as "Antioch Unified School District (Contra Costa County, California) General Obligation Bonds (School Facilities Improvement District No. 1 ), Election of 2008, Series D" (the "Bonds"), in an aggregate principal amount of $ , all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates or redemption and other provisions) and all issued under the provisions of Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Bond Law"), and under a resolution of the Board of Education of the District adopted on December 14, 2016 (the "Resolution"), authorizing the issuance of the Bonds. The issuance of the Bonds has been authorized by the requisite 55% vote of the electors of School Facilities Improvement District No. 1 (the "Improvement District") cast at a special bond election held on June 3, 2008 within the boundaries of the Improvement District, upon the question of issuing bonds in the amount of $61,600,000. All capitalized terms herein and not otherwise defined have the meaning given them in the Resolution. Reference is hereby made to the Resolution (copies of which are on file at the office of the Paying Agent) and the Bond Law for a description of the terms on which the Bonds are issued and the rights thereunder of the owners of the Bonds and the rights, duties and immunities of the Paying Agent and the rights and obligations of the District thereunder, to all of the provisions of which Resolution the Owner of this Bond, by acceptance hereof, assents and agrees. The principal of and interest and redemption premium, if any, on this Bond does not constitute a debt of the County, the State of California, or any of its political subdivisions other than the District, or any of the officers, agents and employees thereof, and neither the County, the State of California, any of its political subdivisions, nor any of the officers, agents and employees thereof shall be liable hereon. In no event shall the principal of and interest and redemption premium, if any, on this Bond be payable out of any funds or properties of the District other than ad valorem taxes levied upon all taxable property in the Improvement District. The Bonds of this issue are issuable only as fully registered Bonds in the denominations of $5,000 or any integral multiple thereof. This Bond is exchangeable and transferable for Bonds of other authorized denominations at the principal corporate trust office of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Paying Agent, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Paying Agent, all subject to the terms, limitations and conditions provided in the Bond Resolution. Any tax or governmental charges shall be paid by the transferor. The District and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes, and neither the District nor the Paying Agent shall be affected by any notice to the contrary. A-2 February 14, 2017 Contra Costa County Board of Supervisors 857 The Bonds maturing on or before August 1, 20_ are not subject to redemption prior to their respective stated maturities. The Bonds maturing on or after August 1, 20_ are subject to redemption prior to maturity as a whole, or in part among maturities on such basis as shall be designated by the District and by lot within a maturity, at the option of the District, from any available source of funds, on August 1, 20_ and on any date thereafter, at a redemption price equal to 100% of the principal amount of Bonds to be redeemed, together with interest thereon to the date fixed for redemption, without premium. [If applicable:] The Bonds maturing on August 1, 20_ (the "Term Bonds") are also subject to mandatory sinking fund redemption on or before August 1 in the years, and in the amounts, as set forth in the following table, at a redemption price equal to 100% of the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the Term Bonds have been redeemed under the preceding paragraph, the aggregate principal amount of Term Bonds to be redeemed under this paragraph shall be reduced on a pro rata basis in integral multiples of $5,000, or on such other basis as designated pursuant to written notice filed by the District with the Paying Agent. Sinking Fund Redemption Date (August 1) Principal Amount To Be Redeemed The Paying Agent shall give notice of the redemption of the Bonds at the expense of the District. Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each Bond to be redeemed, the portion of the principal amount of such Bond to be redeemed, together with interest accrued to said date, the redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by registered or otherwise secured mail or delivery service, postage prepaid, to the registered owner of the Bonds, to a municipal registered securities depository and to a national information service that disseminates securities redemption notices and, by first class mail, postage prepaid, to the District and the respective Owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books, in every case at least 30 days, but not more than 60 days, prior to the redemption date; provided that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Bonds. Neither the District nor the Paying Agent will be required: (a) to issue or transfer any Bond during a period beginning with the opening of business on the 151h calendar A-3 February 14, 2017 Contra Costa County Board of Supervisors 858 day next preceding either any Interest Payment Date or any date of selection of any Bond to be redeemed and ending with the close of business on the Interest Payment Date or a day on which the applicable notice of redemption is given, or (b) to transfer any Bond which has been selected or called for redemption in whole or in part. Reference is made to the Bond Resolution for a more complete description of the provisions, among others, with respect to the nature and extent of the security for the Bonds of this series, the rights, duties and obligations of the District, the Paying Agent and the Registered Owners, and the terms and conditions upon which the Bonds are issued and secured. The owner of this Bond asse nts, by acceptance hereof, to all of the provisions of the Bond Resolution. It is certified, recited and declared that all acts and conditions required by the Constitution and laws of the State of California to exist, to be performed or to have been met precedent to and in the issuing of the Bonds in order to make them legal, valid and binding general obligations of the District, have been performed and have been met in regular and due form as required by law; that payment in full for the Bonds has been received; that no statutory or constitutional limitation on indebtedness or taxation has been exceeded in issuing the Bonds; and that due provision has been made for levying and collecting ad valorem property taxes on all of the taxable property within the District in an amount sufficient to pay principal and interest when due, and for levying and collecting such taxes the full faith and credit of the District are hereby pledged. This Bond shall be not be valid or obligatory for any purpose and is not entitled to any security or benefit under the Bond Resolution (described on the reverse hereof) until the Certificate of Authentication below has been manually signed by the Paying Agent. IN WITNESS WHEREOF, the Antioch Unified School District has caused this Bond to be executed by the facsimile signature of its President and attested by the facsimile signature of the Clerk of its Board of Education, all as of the date stated above. Attest: {EXHIBIT ONLY7 Clerk of the Board ANTIOCH UNIFIED SCHOOL DISTRICT By����...i.:fE=X....;.;H....;.;/=B.._.IT __ O __ N--=-LY ...... l.__���� President A-4 February 14, 2017 Contra Costa County Board of Supervisors 859 CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within-mentioned Resolution. Authentication Date: _____ , as Paying Agent EXHIBIT ONLY Authorized Signatory FORM OF ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint ______ _ ______ , attorney, to transfer the same on the registration books of the Bond Registrar, with full power of substitution in the premises. Dated: ------- Signature Guaranteed: Note: Signature(s) must be guaranteed by a an eligible guarantor institution. Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. A-5 February 14, 2017 Contra Costa County Board of Supervisors 860 RECOMMENDATION(S): ADOPT Resolution No. 2017/60 delegating authority to Health Service Director, or designee Behavioral Health Services Director, to execute, if awarded, the Proposition 47 grant agreement and any amendments thereof with the Board of State and Community Corrections (BSCC); resolving that grant funds shall not be used to supplant expenditures; and further resolving that the Health Services Department will abide by the terms and conditions of the Grant Agreement as set forth by BSCC. FISCAL IMPACT: Approval of the County's Prop. 47 application will result in an amount not to exceed of $6,000,000 from BSCC for the Prop. 47 Grant Program for a 38-month grant period. Per the RFP requirements, the Lead Agency (County) must subcontract with one or more non-governmental, community organizations for a minimum of 50 percent of the total grant award in order to demonstrate a shared partnership rooted in community engagement and economic equity. Additional points will be awarded to applicants that pass through 60 percent or 70 percent. Between 5 and 10% of the total award must be set aside for evaluation. Prop. 47 created the Safe Neighborhoods and Schools Fund. State savings that result from the implementation of Prop. 47 are deposited annually into this fund. AB 1056 established the Second Chance Fund where these savings are deposited for a competitive grant program. These awards will be funded using the first three years of deposits into the BSCC's Prop. 47 fund, estimated at $103,651,000. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: L. DeLaney, 925-335-1097 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: William Walker, Health Services Director C. 78 To:Board of Supervisors From:David Twa, County Administrator Date:February 14, 2017 Contra Costa County Subject:Proposition 47 Grant Program Request for Proposal (RFP)-- Governing Board Resolution February 14, 2017 Contra Costa County Board of Supervisors 861 FISCAL IMPACT: (CONT'D) > No County match is required. However, public agency applicants must demonstrate how they will leverage other federal, state, and local funds or other social investments (per Assembly Bill 1056). BACKGROUND: The Board of State and Community Corrections, on behalf of the State of California, has made available up to $103,651,000 in grant funding, funded by statewide savings generated by Proposition 47, through an issued Request for Proposals (RFP). Projects funded through Proposition 47 are intended to reduce recidivism and justice-involvement for people who have been arrested, charged with, or convicted of a criminal offense AND who have mental health issues or substance use disorders. The maximum award over 38 months is $6,000,000 for “large” projects such as is being proposed for Contra Costa County. Proposals submitted for funding through this opportunity must be submitted by a public agency serving as Lead Applicant. Lead Applicants must subcontract with one or more non-governmental, community organizations for a minimum of 50 percent of the total grant award, with additional points awarded to applicants that pass through 60 percent or 70 percent. The grant can fund programs that serve adults and/or juveniles. Any non-governmental, community-based organization that receives Proposition 47 grant funds must have been duly organized, in existence, and in good standing as of October 17, 2016; be registered with the California Secretary of State’s Office, if applicable; have a valid business license, Employer Identification Number, and/or Taxpayer ID, and have any other state or local licenses or certifications necessary to provide the services requested, if applicable, and must have a proven track record working with the target population and the capacity to support data collection and evaluation efforts. On January 10, 2017 the Board of Supervisors authorized the Chair of the Board to send a "Notice of Intent to Apply" for the Proposition 47 Grant funds. The Board also authorized the Health Services Director, or his designee, (the Director of Behavioral Health), to submit a Grant Application to the Board of State & Community Corrections (BSCC), to provide the County, if awarded, an amount not to exceed $6,000,000, for mental health services, substance use disorder treatment, diversion programs, housing-related and other community-based supportive services, or some combination thereof, for the period from June 16, 2017 to August 15, 2020. Pursuant to Proposition 47, this grant is to provide mental health services, substance use disorder treatment and diversion programs for people in the criminal justice system. The grant program may also provide housing-related assistance and other community-based supportive services, including job skills training, case management and civil legal services. Before grant funds can be reimbursed, a prospective grantee must either (1) submit a resolution from its Governing Board that delegates authority to the individual authorized to execute the grant agreement or (2) provide sufficient documentation indicating that the prospective grantee has been vested with plenary authority to execute grant agreements (e.g., a municipal ordinance or county ordinance/charter delegating such authority to a city manager or county executive officer). Applicants are encouraged to submit the resolution with their application. BSCC grant funds shall be used to support new program activities or to augment existing funds that expand current program activities. BSCC grant funds shall not be used to replace existing funds.Supplanting is strictly prohibited for all BSCC grants. When leveraging outside funds, public agency applicants must be careful not to supplant. Supplanting is the deliberate reduction in the amount of federal, state, or local funds being appropriated to an existing program or activity because grant funds have been awarded for the same purposes.It is the responsibility of the Grantee to ensure that supplanting does not occur. The Grantee must keep clear and detailed financial records to show that grant funds are used only for allowable costs and activities. Synopsis of County RFP Proposal To determine the appropriate focus of the proposed Contra Costa County project, the Health Services Department supported the convening of a multi-stakeholder Local Advisory Committee (LAC) of more than thirty people February 14, 2017 Contra Costa County Board of Supervisors 862 from diverse backgrounds and expertise, including people with histories of justice involvement, along with people experienced in the prospective programs and/or services to be implemented by the proposal, and who have supported the development of priority areas and approaches. This LAC has convened three meetings to review data, identify priorities, and consider design options, and additional work teams have been formed and have met to develop agreements regarding areas where their roles and duties intersect. The Antioch Police Department, a member of the LAC, reports high rates of repeat arrest for low-level, non-violent charges (including drug-related charges, petty theft, shoplifting, nuisance crimes, and similar low-level charges) for people with apparent unmet behavioral health needs and associated challenges and behaviors. This cycle of arrest, citation/release, and incarceration is detrimental to the safety and quality of life in Antioch, imposes high demands on Antioch Police Department requiring dedication of scarce resources that could be better devoted to more serious and violent crimes including gun-related charges and auto theft, and is not improving individual outcomes or reducing recidivism or advancing public safety. The proposed project will establish a pre-booking diversion program for low-level adult arrestees in Antioch, including probationers arrested on eligible charges whose probation would otherwise be revoked. The proposed program will be operated in agreement and partnership with the District Attorney, the Probation Department, the Public Defender, the Courts, the Health Services Department and its subordinate entities, directly managed by the Forensic Mental Health department and conducted in partnership with community-based service providers. The Health Services Department expects that the community-based diversion service program will be managed by the Contra Costa Reentry Network currently operating in Central and East County, and which now has administrative offices in Antioch. The Network will form a Diversion Team staffed by both professional staff and paraprofessional peers who will be trained in and hired to conduct restorative justice and cognitive-behavioral services in the Network’s “No Wrong Door” community sites that exist in multiple locations in Antioch, including in faith-based settings. The Network will, in turn, subcontract with additional community-based service providers, as necessary, to establish a robust and consistent community-based system of care, thus maximizing the value of the Contra Costa Reentry Network while advancing capacity for additional nonprofit partners. The overall project will be stewarded by a Local Advisory Committee to ensure ongoing community input, and will be operationally supervised by a public/private Diversion Panel to review specific cases and address operational issues. The project’s public/private approach to both diversion and services will maximize the value and impact of existing resources and efforts, reduce recidivism, increase public safety, mitigate barriers and fill gaps to better meet the needs of this population. The project will leverage existing resources and funds, including SB 678 funds provided by the Probation Department for evidence-based probation services, the Whole Person Care project now in development through the Health Services Department, the County’s newly integrated behavioral health resource and referral design, the new Coordinated Access approach to housing services being implemented by the County’s Health, Housing, and Homeless Services department, and the array of housing, employment, civil legal services, family support, and other services provided by the Reentry Network and funded through AB 109. CONSEQUENCE OF NEGATIVE ACTION: Successful public agency applicants will be required to submit a Resolution from their Governing Boards before the grant award can be finalized and funds awarded. A signed resolution is not required at the time of proposal submission, but public agency applicants are advised that no financial invoices will be processed for reimbursement until the Governing Board Resolution has been received by the BSCC. AGENDA ATTACHMENTS Resolution No. 2017/60 MINUTES ATTACHMENTS Signed Resolution No. 2017/60 February 14, 2017 Contra Costa County Board of Supervisors 863 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 02/14/2017 by the following vote: AYE: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/60 WHEREAS the Contra Costa County Health Services Department desires to participate in the Proposition 47 Grant administered by the Board of State and Community Corrections (hereafter referred to as BSCC). NOW, THEREFORE, BE IT RESOLVED that Dr. William Walker, Director of Health Services, or his designee Cynthia Belon, Director of Behavioral Health Services, be authorized on behalf of the Contra Costa County Board of Supervisors to submit the grant proposal for this funding and to sign the Grant Agreement with the BSCC, including any amendments thereof. BE IT FURTHER RESOLVED that grant funds received hereunder shall not be used to supplant expenditures controlled by this body. BE IT FURTHER RESOLVED that the Health Services Department of Contra Costa County agrees to abide by the terms and conditions of the Grant Agreement as set forth by the BSCC. Contact: L. DeLaney, 925-335-1097 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: William Walker, Health Services Director 5 February 14, 2017 Contra Costa County Board of Supervisors 864 February 14, 2017 Contra Costa County Board of Supervisors 865 RECOMMENDATION(S): Related to the Heritage Point predevelopment loan and technical assistance loan, APPROVE and AUTHORIZE the Conservation and Development Director, or designee, to 1. Execute a third amendment to the Amended and Restated Predevelopment Loan Agreement with the Community Housing Development Corporation of North Richmond, to increase the principal amount of the loan by $226,500 to a new loan amount of $877,200, and 2. Extend the term of the Amended and Restated Predevelopment Loan Agreement and Technical Assistance Agreement from December 31, 2016 to December 31, 2017. FISCAL IMPACT: No General Funds are being used to make this loan. The loan is being made with funds available to the County in its capacity as the Housing Successor Agency to the former Contra Costa County Redevelopment Agency. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Maureen Toms (925) 674-7878 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 85 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:February 14, 2017 Contra Costa County Subject:Revised Loan Agreements with Community Housing Development Corporation of North Richmond for the Heritage Point Project in North Richmond. February 14, 2017 Contra Costa County Board of Supervisors 866 BACKGROUND: Predevelopment Loan Agreement In 2011, the former Contra Costa County Redevelopment Agency (Agency) entered into a Predevelopment Loan Agreement with Community Housing Development Corporation of North Richmond (CHDC) for Phase II of the North Richmond Town Center Project. Phase II is on the eastern side of Fred Jackson Way, directly across the street from Phase I of the project. (Phase I was completed several years ago and includes the award winning Heritage Senior Apartments, North Richmond Health Center, the County Service Integration Team and streetscape improvements along Fred Jackson Way between Chesley Avenue and Grove Street.) Phase II encompasses six parcels and is referred to as Heritage Point. As a result of the dissolution of the Agency in February 2012, the County became the Housing Successor Agency to the Agency, the owner of the property on which Phase II may be constructed, and the lender under the Predevelopment Loan Agreement. In December 2014, the parties entered into an Amended and Restated Predevelopment Loan Agreement (Amended and Restated Agreement). Under the Amended and Restated Agreement, the loan amount was increased from $131,700 to $283,700, using Housing Successor Agency funds in the form of housing bonds. On November 17, 2015, the Board of Supervisors (BOS) approved the first amendment to the Amended and Restated Predevelop loan agreement to a new loan amount of $436,200. The second amendment to the Amended and Restated Agreement, approved July 19, 2016, provided an additional $184,500, to a total loan of $620,700, covered the cost to prepare and submit construction drawings. The purpose of the proposed third amendment to the Amended and Restated Agreement is to make an additional $226,500 of funds available to the project, increasing the loan amount to $620,700. These additional funds are also Housing Successor Agency funds in the form of housing bonds. The additional funds being made available to CHDC will be used to offset the cost of responding to comments on construction drawings, finalizing long-term project financing and legal expenses associated with preparing legal documents necessary for closing of the project. To date, the funds made available under the Amended and Restated Agreement have been used to (i) fully define the project, (ii) determine project feasibility, (iii) identify infrastructure needs, (iv) perform studies to inform a project-level environmental review process, (v) initiate and complete the land use entitlement process, and (vi) submit construction drawings to the Building Inspection Division. The funds made available under the Amended and Restated Agreement, as amended, will be rolled into the permanent project financing. With that financing the loan will be forgivable under certain conditions. If it is determined that the project is not feasible, the loan will be forgiven and all deliverables will be assigned to the County for use with another future developer. Technical Assistance Loan Agreement On April 1, 2014, the County entered a loan agreement with CHDC, under which the County made a technical assistance loan to CHDC in the amount of $48,000 using HOME funds. On December 2, 2014 the loan was amended to extend the term to December 31, 2016. CHDC has completed the scope of work for which the technical assistance loan was made. The project is now fully entitled and the term of the technical assistance loan is proposed to be extended to be coterminous with the Amended and Restated Agreement. CONSEQUENCE OF NEGATIVE ACTION: Should the Board elect not to approve the loan amendment, CHDC will be unable to complete the work for issuance of building permits, finalize legal documents for the project, or finalize the long-term financing of the project. ATTACHMENTS Agreement Note February 14, 2017 Contra Costa County Board of Supervisors 867 TA Note February 14, 2017 Contra Costa County Board of Supervisors 868 THIRD AMENDMENT TO AMENDED AND RESTATED PREDEVELOPMENT LOAN AGREEMENT (Heritage Point) This third amendment to the Amended and Restated Predevelopment Loan Agreement (the “Third Amendment”) is dated February 14, 2017, and is between the COUNTY OF CONTRA COSTA, a political subdivision of the State of California (the “County”), and COMMUNITY HOUSING DEVELOPMENT CORPORATION OF NORTH RICHMOND, a California nonprofit public benefit corporation (“Borrower”). RECITALS A. In 2011, Borrower and the Redevelopment Agency of Contra Costa County (the “Agency”) entered into a predevelopment loan agreement dated April 12, 2011 (the “Original Loan Agreement”). Pursuant to the Original Loan Agreement, Borrower borrowed One Hundred Thirty-One Thousand Seven Hundred Dollars ($131,700) (the “Original Loan”) of low and moderate income housing funds from the Agency. The Original Loan was used to finance certain predevelopment costs in connection with the potential development of six parcels located in the 1500 block of Fred Jackson Way in North Richmond, as more particularly described in Exhibit A (the “Property”). In furtherance of Borrower’s proposal to construct rental housing on the Property that is affordable to low-income households (such housing, the “Development”), the Agency acquired the Property. B. As a result of the dissolution of the Agency in February 2012, and pursuant to California Health and Safety Code Section 34176(a), the County is the Housing Successor Agency to the Agency. When it became the Housing Successor Agency, the County became the owner of the Property, the lender under the Original Loan Agreement, and the holder of the Original Note. C. In 2014, Borrower and the County entered into an Amended and Restated Predevelopment Loan Agreement dated December 2, 2014 (the “Agreement”). The Agreement replaced the Original Loan Agreement. D. Concurrent with the execution of the Agreement, (i) the County loaned Borrower an additional One Hundred Fifty-Two Thousand Dollars ($152,000), increasing the total loan to Two Hundred Eighty-Three Thousand Seven Hundred Dollars ($283,700) (the “2014 Loan Amount”), (ii) the County cancelled the promissory note that evidenced Borrower’s obligation to repay the Original Loan, and (iii) Borrower executed a new promissory note evidencing its obligation to repay the 2014 Loan Amount (the “2014 Note”). E. In November 2015, (i) the County loaned Borrower an additional One Hundred Fifty- Two Thousand Five Hundred Dollars ($152,500), bringing the total loan amount to Four February 14, 2017 Contra Costa County Board of Supervisors 869 Hundred Thirty-Six Thousand Two Hundred Dollars ($436,200) (the “2015 Loan Amount”), (ii) the County cancelled the 2014 Note, and (iii) Borrower executed a new promissory note evidencing its obligation to repay the 2015 Loan Amount (the “2015 Note”). F. In July 2016, (i) the County loaned Borrower an additional One Hundred Eighty-Four Thousand Dollars ($184,500) (the “2016 Loan Amount”), (ii) the County cancelled the 2015 Note, and (iii) Borrower executed a new promissory note evidencing its obligation to repay the revised total loan amount of Six Hundred Twenty Thousand Seven Hundred Dollars ($620,700) (the “2016 Note”). G. The parties now desire to amend the Agreement to make an additional Two Hundred Twenty-Six Thousand Five Hundred Dollars ($226,500) (the “2017 Loan Amount”) of low and moderate income housing funds available to Borrower in the form of a loan. The 2017 Loan Amount, when added to the 2016 Note and the accrued interest of Forty Two Thousand Eight Hundred Twenty Two Dollars and Sixty One Cents ($42,822.61) on the 2016 Note, brings the total current outstanding loan to Eight Hundred Ninety Thousand Twenty Two Dollars and Sixty One Cents ($890,022.61). The parties also desire to revise the Predevelopment Budget that is part of the Agreement. H. Concurrent with the execution of this Third Amendment, (i) Borrower is executing a new promissory note evidencing its obligation to repay the full Eight Hundred Ninety Thousand Twenty Two Dollars and Sixty One Cents ($890,022.61) (the “2017 Note”), and (ii) the County is cancelling the 2016 Note. The parties therefore agree to amend the Agreement as follows: AGREEMENT 1. Unless defined in this Third Amendment, all defined terms used in this Third Amendment have the meaning ascribed to them in the Agreement. 2. Section 1.1(w) is deleted in its entirety and replaced with the following: (w) “Loan” means the loan made by the County to Borrower in the amount of Eight Hundred Ninety Thousand Twenty Two Dollars and Sixty One Cents ($890,022.61) . 3. Section 1.1(y) is deleted in its entirety and replaced with the following: (y) “Note” means the 2017 Note. 4. Section 1.1(aa) is deleted in its entirety and replaced with the following: (aa) “Predevelopment Budget” means the proforma predevelopment budget, including sources and uses of funds, attached hereto and incorporated herein as February 14, 2017 Contra Costa County Board of Supervisors 870 Exhibit B-3, which may be amended with the approval of the County as set forth in this Agreement. 5. Section 1.2 – Exhibits is deleted in its entirety and replaced with the following: Section 1.2 Exhibits The following exhibits are attached to this Agreement and incorporated into this Agreement by this reference: EXHIBIT A: Legal Description of the Property EXHIBIT B-3: Predevelopment Budget EXHIBIT C: Predevelopment Schedule 6. Section 2.1 – Loan is deleted in its entirety and replaced with the following: Section 2.1 Loan On and subject to the terms and conditions of this Agreement, the County shall lend to Borrower the 2017 Loan Amount, which is the unfunded balance of the Loan. The Loan may only be used for the purposes set forth in Section 2.3. Borrower’s obligation to repay the Loan is evidenced by the Note. 7. Section 2.6 – Conditions Precedent to Disbursement of Predevelopment Loan Funds is deleted in its entirety and replaced with the following: Section 2.6 Conditions Precedent to Disbursement of Predevelopment Loan Funds The disbursements made pursuant to this Section 2.6 may not exceed the amount of the Loan. The County is not obligated to disburse any portion of the Loan or the 2017 Loan Amount, or take any other action under this Agreement, unless the following conditions have been and continue to be satisfied: (a) There exists no Event of Default nor any act, failure, omission or condition that would constitute an Event of Default under this Agreement. (b) Borrower has delivered to the County all of Borrower's organizational documents and a copy of a corporate resolution authorizing Borrower's execution of this Agreement, as amended. (c) There exists no material adverse change in the financial condition of Borrower from that shown by the financial statements and other data and information furnished by Borrower to the County prior to the date of this Agreement. February 14, 2017 Contra Costa County Board of Supervisors 871 (d) Borrower has furnished the County with evidence of the insurance coverage meeting the requirements of Section 4.5 below. (e) Borrower has executed and delivered the Loan Documents to the County and has caused all other documents, instruments, and policies required by the Loan Documents to be delivered to the County. (f) The County has determined that the undisbursed proceeds of the Loan, together with other funds or firm commitments for funds that the Borrower has obtained in connection with assessing the feasibility of the Development, are not less than the amount that is necessary to pay the Predevelopment Costs and to satisfy all of the covenants contained in this Agreement. (g) The County has received a written draw request from Borrower, including certification that the condition set forth in Section 2.6(a) continues to be satisfied, and setting forth the proposed uses of funds consistent with the Predevelopment Budget, the amount of funds needed, and, where applicable, a copy of the bill or invoice covering a cost incurred or to be incurred. Notwithstanding any other provisions of this Agreement, the County has no obligation to disburse any portion of the Loan to Borrower following: (i) termination of this Agreement; or (ii) the occurrence of an Event of Default. [Remainder of Page Intentionally Left Blank] February 14, 2017 Contra Costa County Board of Supervisors 872 8. All other terms of the Agreement remain unchanged. The parties are signing this Third Amendment as of the date set forth in the introductory paragraph. COUNTY: COUNTY OF CONTRA COSTA, a political subdivision of the State of California By: ________________________________ John Kopchik, Director Department of Conservation and Development Approved as to form: Sharon L. Anderson County Counsel By:_____________________ Kathleen Andrus Deputy County Counsel BORROWER: COMMUNITY HOUSING DEVELOPMENT CORPORATION OF NORTH RICHMOND, a California nonprofit public benefit corporation By:__________________________ Name:_______________________ Its: _________________________ February 14, 2017 Contra Costa County Board of Supervisors 873 EXHIBIT B-3 Predevelopment Budget February 14, 2017 Contra Costa County Board of Supervisors 874 FOURTH AMENDED AND RESTATED PROMISSORY NOTE (Heritage Point) $890,022.61 Martinez, California February 14, 2017 FOR VALUE RECEIVED, the undersigned Community Housing Development Corporation of North Richmond, a California nonprofit public benefit corporation, (the "Borrower") hereby promises to pay to the order of the County of Contra Costa, a political subdivision of the State of California ("Holder"), the principal amount of Eight Hundred Forty Seven Thousand Two Hundred Dollars ($847,200), plus interest ($48,822.61) thereon pursuant to Section 2 below. This Fourth Amended and Restated Promissory Note (the “Note”) replaces in its entirety that promissory note executed by Borrower for the benefit of Holder dated July 19, 2016, 2016, in the principal amount of Six Hundred Twenty-Six Thousand Five Hundred Dollars ($226,500) (the “2016 Note”). Upon execution of this Note by Borrower, the 2016 Note will be cancelled and returned to Borrower. All capitalized terms used but not defined in this Note have the meanings set forth in the Loan Agreement. 1. Borrower's Obligation. This Note evidences Borrower's obligation to repay Holder the principal amount of Eight Hundred Forty Seven Thousand Two Hundred Dollars ($847,200), plus interest ($48,822.61) for the funds loaned to Borrower by Holder to finance predevelopment expenses in connection with Heritage Point pursuant to the Amended and Restated Predevelopment Loan Agreement between Borrower and Holder dated December 2, 2014, as amended from time to time (the "Loan Agreement"). 2. Interest. (a) Subject to the provisions of Subsection (b) below, the Loan bears simple interest at a rate of three percent (3%) per annum from the date of disbursement until full repayment of the principal balance of the Loan. (b) If an Event of Default occurs, interest will accrue on all amounts due under this Note at the Default Rate until such Event of Default is cured by Borrower or waived by Holder. 3. Term and Repayment Requirements. Principal and interest under this Note is due and payable as set forth in Section 2.7 of the Loan Agreement. In any event, the unpaid principal balance, together with any accrued interest, is due and payable not later than December 31, 2017. 4. No Assumption. This Note is not assumable by the successors and assigns of Borrower without the prior written consent of Holder. February 14, 2017 Contra Costa County Board of Supervisors 875 5. Collateral. As security for this Note, Borrower has assigned to Holder Borrower’s rights and obligations in and to various contracts and work products, which are more particularly described in the Assignment Agreement. The terms of the Assignment Agreement are hereby incorporated into this Note and made a part hereof. 6. Terms of Payment. (a) Borrower shall make all payments due under this Note in currency of the United States of America to Holder at Department of Conservation and Development, 30 Muir Road, Martinez, CA 94553, Attention: Maureen Toms, or to such other place as Holder may from time to time designate. (b) All payments on this Note are without expense to Holder. Borrower shall pay all costs and expenses, including reasonable attorney's fees of Holder, incurred in connection with the payment of this Note and the release of any security hereof. (c) All payments received will be applied first to accrued interest then to the outstanding principal amount. (d) Notwithstanding any other provision of this Note, if, for any reason whatsoever, the payment of any sums by Borrower pursuant to the terms of this Note would result in the payment of interest that exceeds the amount that Holder may legally charge under the laws of the State of California, then the amount by which payments exceed the lawful interest rate will automatically be deducted from the principal balance owing on this Note, so that in no event is Borrower obligated under the terms of this Note to pay any interest that would exceed the lawful rate. (e) The obligations of Borrower under this Note are absolute and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reason whatsoever. 7. Event of Default; Acceleration. (a) Upon the occurrence of an Event of Default, the entire unpaid principal balance, together with all interest thereon, and together with all other sums then payable under this Note will, at the option of Holder, become immediately due and payable without further demand. (b) Holder's failure to exercise the remedy set forth in Subsection 7(a) above or any other remedy provided by law upon the occurrence of an Event of Default does not constitute a waiver of the right to exercise any remedy at any subsequent time in respect to the same or any other Event of Default. The acceptance by Holder of any payment that is less than the total of all amounts due and payable at the time of such payment does not constitute a waiver of the right to exercise any of the foregoing remedies or options at that time or at any subsequent time, or nullify any prior exercise of any such remedy or option, without the express consent of Holder, except as and to the extent otherwise provided by law. February 14, 2017 Contra Costa County Board of Supervisors 876 8. Waivers. (a) Borrower hereby waives diligence, presentment, protest and demand, and notice of protest, notice of demand, notice of dishonor and notice of non-payment of this Note. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time, and that Holder may accept further security or release any security for this Note, all without in any way affecting the liability of Borrower. (b) No extension of time for payment of this Note or any installment hereof made by agreement of Holder with any person now or hereafter liable for payment of this Note will operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part. 9. Miscellaneous Provisions. (a) All notices to Holder or Borrower are to be given in the manner and at the addresses set forth in the Loan Agreement, or to such addresses as Holder and Borrower may therein designate. (b) Borrower promises to pay all costs and expenses, including reasonable attorney's fees, incurred by Holder in the enforcement of the provisions of this Note, regardless of whether suit is filed to seek enforcement. (c) This Note is governed by the laws of the State of California. (d) The times for the performance of any obligations hereunder are to be strictly construed, time being of the essence. (e) The Loan Documents, of which this Note is a part, contain the entire agreement between the parties as to the Loan. This Note may not be modified except upon the written consent of the parties. IN WITNESS WHEREOF, Borrower is executing this Promissory Note as of the day and year first above written. COMMUNITY HOUSING DEVELOPMENT CORPORATION OF NORTH RICHMOND, a California nonprofit public benefit corporation By:__________________________ Name:______________________ Its: _________________________ February 14, 2017 Contra Costa County Board of Supervisors 877 SECOND AMENDED AND RESTATED PROMISSORY NOTE (Heritage Point) $51,925.54 Martinez, California February 14, 2017 FOR VALUE RECEIVED, the undersigned Community Housing Development Corporation of North Richmond, a California nonprofit public benefit corporation, (the "Borrower") hereby promises to pay to the order of the County of Contra Costa, a political subdivision of the State of California ("Holder"), the principal amount of Fifty-One Thousand Nine Hundred Twenty-Five and Fifty-Four One Hundredths Dollars ($51,925.54), plus interest thereon pursuant to Section 2 below. This Second Amended and Restated Promissory Note (the “Note”) replaces in its entirety that promissory note executed by Borrower for the benefit of Holder dated April 1, 2014, in the principal amount of Forty-Eight Thousand Dollars ($48,000) (the “2014 Note”). Upon execution of this Note by Borrower, the 2014 Note will be cancelled and returned to Borrower. All capitalized terms used but not defined in this Note have the meanings set forth in the Loan Agreement. 1. Borrower's Obligation. This Note evidences Borrower's obligation to repay Holder the principal amount of Fifty-One Thousand Nine Hundred Twenty-Five and Fifty-Four One Hundredths Dollars ($51,925.54), with interest for the funds loaned to Borrower by Holder to assess the feasibility of constructing rental housing affordable to low-income households pursuant to the First Amended Technical Assistance Loan Agreement between Borrower and Holder of dated April 1, 2014 (the "Loan Agreement"). 2. Interest. (a) Subject to the provisions of Subsection (b) below, the Loan bears simple interest at a rate of three percent (3%) per annum from the date of disbursement until full repayment of the principal balance of the Loan. (b) If an Event of Default occurs, interest will accrue on all amounts due under this Note at the Default Rate until such Event of Default is cured by Borrower or waived by Holder. 3. Term and Repayment Requirements. Principal and interest under this Note is due and payable as set forth in Section 2.7 of the Loan Agreement. In any event, the unpaid principal balance, together with any accrued interest, is due and payable not later than December 31, 2017. 4. No Assumption. This Note is not assumable by the successors and assigns of Borrower without the prior written consent of Holder. February 14, 2017 Contra Costa County Board of Supervisors 878 5. Collateral. As security for this Note, Borrower has assigned to Holder Borrower’s rights and obligations in and to various contracts and work products, which are more particularly described in the Assignment Agreement. The terms of the Assignment Agreement are hereby incorporated into this Note and made a part hereof. 6. Terms of Payment. (a) Borrower shall make all payments due under this Note in currency of the United States of America to Holder at Department of Conservation and Development, 30 Muir Road, Martinez, CA 94553, Attention: Affordable Housing Program Manager, or to such other place as Holder may from time to time designate. (b) All payments on this Note are without expense to Holder. Borrower shall pay all costs and expenses, including reasonable attorney's fees of Holder, incurred in connection with the payment of this Note and the release of any security hereof. (c) All payments received will be applied first to accrued interest then to the outstanding principal amount. (d) Notwithstanding any other provision of this Note, if, for any reason whatsoever, the payment of any sums by Borrower pursuant to the terms of this Note would result in the payment of interest that exceeds the amount that Holder may legally charge under the laws of the State of California, then the amount by which payments exceed the lawful interest rate will automatically be deducted from the principal balance owing on this Note, so that in no event is Borrower obligated under the terms of this Note to pay any interest that would exceed the lawful rate. (e) The obligations of Borrower under this Note are absolute and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reason whatsoever. 7. Event of Default; Acceleration. (a) Upon the occurrence of an Event of Default, the entire unpaid principal balance, together with all interest thereon, and together with all other sums then payable under this Note will, at the option of Holder, become immediately due and payable without further demand. (b) Holder's failure to exercise the remedy set forth in Subsection 7(a) above or any other remedy provided by law upon the occurrence of an Event of Default does not constitute a waiver of the right to exercise any remedy at any subsequent time in respect to the same or any other Event of Default. The acceptance by Holder of any payment that is less than the total of all amounts due and payable at the time of such payment does not constitute a waiver of the right to exercise any of the foregoing remedies or options at that time or at any subsequent time, or nullify any prior exercise of any such remedy or option, without the express consent of Holder, except as and to the extent otherwise provided by law. February 14, 2017 Contra Costa County Board of Supervisors 879 8. Waivers. (a) Borrower hereby waives diligence, presentment, protest and demand, and notice of protest, notice of demand, notice of dishonor and notice of non-payment of this Note. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time, and that Holder may accept further security or release any security for this Note, all without in any way affecting the liability of Borrower. (b) No extension of time for payment of this Note or any installment hereof made by agreement of Holder with any person now or hereafter liable for payment of this Note will operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part. 9. Miscellaneous Provisions. (a) All notices to Holder or Borrower are to be given in the manner and at the addresses set forth in the Loan Agreement, or to such addresses as Holder and Borrower may therein designate. (b) Borrower promises to pay all costs and expenses, including reasonable attorney's fees, incurred by Holder in the enforcement of the provisions of this Note, regardless of whether suit is filed to seek enforcement. (c) This Note is governed by the laws of the State of California. (d) The times for the performance of any obligations hereunder are to be strictly construed, time being of the essence. (e) The Loan Documents, of which this Note is a part, contain the entire agreement between the parties as to the Loan. This Note may not be modified except upon the written consent of the parties. IN WITNESS WHEREOF, Borrower is executing this Promissory Note as of the day and year first above written. COMMUNITY HOUSING DEVELOPMENT CORPORATION OF NORTH RICHMOND, a California nonprofit public benefit corporation By:__________________________ Name:______________________ Its: _________________________ February 14, 2017 Contra Costa County Board of Supervisors 880 RECOMMENDATION(S): (1) APPROVE the Roof Top Equipment, Americans with Disabilities Act (ADA), and Fire Life Safety Upgrades Project at 4491 Bixler Road, Byron, [Project No. 320-1601 [DCD-CP#16-16] (District 3); and (2) DETERMINE that the Project is a California Environmental Quality Act (CEQA), Class 1(d) Categorical Exemption, pursuant to Section 15301(d) of the CEQA Guidelines, and (3) DIRECT the Director of the Conservation and Development Department to file a Notice of Exemption with the County Clerk, and (4) AUTHORIZE the Public Works Director to arrange for payment of a $25 fee to the Department of Conservation and Development Department for processing and a $50 fee to the County Clerk for filing the Notice of Exemption. FISCAL IMPACT: 100% General Fund – Facilities Life-Cycle Investment Program APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Ramesh Kanzaria, (925) 313-2000 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 72 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:February 14, 2017 Contra Costa County Subject:Roof Top Equipment, ADA, and Fire Life Safety Upgrades and Related CEQA Actions (WH122B) February 14, 2017 Contra Costa County Board of Supervisors 881 BACKGROUND: The purpose of this Project is to upgrade aging mechanical roof top equipment, accessibility, and fire life safety on approximately (5) building facilities at the Orin Allen Youth Rehabilitation Facility, 4491 Bixler Road, Byron. As part of the Facilities Life-Cycle Investment Program (FLIP), the Project consists of upgrading the aging roof top equipment, including HVAC units as necessary, performing Americans with Disabilities Act (ADA) compliant upgrades/modifications to the existing accessibility and fire life safety, including automatic fire sprinkler and fire alarm upgrades, replacing exit signs with LED lighting, and seismic shutoffs for the gas main. On November 10, 2015, the Board of Supervisors awarded a job order contract (JOC) for repair, remodeling, and other repetitive work to be performed pursuant to the Construction Task Catalog to each of Sea Pac Engineering, Inc., John F. Otto, Inc., and Mark Scott Construction, each in the amount of $2,000,000. On September 20, 2016, the Board approved a change order to increase the contract amount to $4,500,000 for both John F. Otto, Inc., and Mark Scott Construction. The ADA and fire life safety upgrades portion of the Project is expected to be performed by one of the three JOC contractors. A task order catalogue has been prepared for the JOC Contractor to perform the Project site work and building improvements. In the event that it is not performed by a JOC contractor, the Public Works Department will go to the Board for approval of plans and specifications and authorization to advertise and solicit bids. The roof top equipment portion of the Project will be completed by the Public Works Department, Facilities Services Division. CONSEQUENCE OF NEGATIVE ACTION: If the Project is not approved, the roof top equipment will continue to deteriorate, resulting in more costly repairs in the future, and necessary ADA and fire life safety upgrades will not be completed. ATTACHMENTS CEQA Documents February 14, 2017 Contra Costa County Board of Supervisors 882 February 14, 2017 Contra Costa County Board of Supervisors 883 February 14, 2017 Contra Costa County Board of Supervisors 884 February 14, 2017 Contra Costa County Board of Supervisors 885 February 14, 2017 Contra Costa County Board of Supervisors 886 \\PW-DATA\grpdata\engsvc\ENVIRO\Capital Projects-Facilities\4491 Bixler Rd.-Roof, ADA, & Fire Life Safety Upgrades [FLIP]\NOE (2017 Fees).doc Form Revised: January 2017 CALIFORNIA ENVIRONMENTAL QUALITY ACT Notice of Exemption To: Office of Planning and Research From: Contra Costa County P.O. Box 3044, Room 113 Dept. of Conservation & Development Sacramento, CA 95812-3044 30 Muir Road Martinez, CA 94553 County Clerk County of: Contra Costa Project Title: 4491 Bixler Road, Byron – Roof Top Equipment, ADA, & Fire Life Safety Upgrades (FLIP) Project No. 320-1601 / WH122B [CP# 16-16] Project Applicant: Contra Costa County Public Works Department Project Location – Specific: 4491 Bixler Road Project Location: Byron, California Project Location – County: Contra Costa Description of Nature, Purpose and Beneficiaries of Project: The purpose of this Project is upgrade aging mechanical roof top equipment, accessibility, and fire life safety on approximately five (5) building facilities at 4491 Bixler Rd., Byron (APN#002-020- 001). As part of the Facilities Life-Cycle Investment Program [FLIP], the Project consists of upgrading the aging mechanical roof top equipment, including replacing HVAC units as necessary, installing Americans with Disability Act (ADA) compliant upgrades/modifications, installing upgrades to the existing accessibility and fire life safety, including automatic fire sprinkler and fire alarm upgrades, replacing exit signs with LED lighting, and seismic shutoffs for gas main.Name of Public Agency Approving Project: Contra Costa County Name of Person or Agency Carrying Out Project: Contra Costa County Public Works Department Exempt Status: Ministerial Project (Sec. 21080(b) (1); 15268; Categorical Exemption: Class 1(d) Declared Emergency (Sec. 21080(b)(3); 15269(a)); Other Statutory Exemption, Code No.: Emergency Project (Sec. 21080(b)(4); 15269(b)(c)); General Rule of Applicability [Article 5, Section 15061 (b)(3)] Reasons why project is exempt: The project consists of the minor alteration of existing public structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency’s det ermination, pursuant to section 15301(d) of the CEQA guidelines; (d) Restoration or rehabilitation of deteriorated or damaged structures, facilities, or mechanical equipment to meet current standards of public health and safety. Lead Agency Contact Person: Trina R. Torres - Public Works Dept. Area Code/Telephone/Extension: (925) 313-2176 If filed by applicant: 1. Attach certified document of exemption finding. 2. Has a Notice of Exemption been filed by the public agency approving the project? Yes No Signature: Date: Title: _________________________ Signed by Lead Agency Signed by Applicant AFFIDAVIT OF FILING AND POSTING I declare that on I received and posted this notice as required by California Public Resources Code Section 21152(c). Said notice will remain posted for 30 days from the filing date. Signature Title Applicant: Department of Fish and Game Fees Due Public Works Department EIR - $3,078.25 Total Due: $ 75.00 255 Glacier Drive Neg. Dec. - $2,216.25 Total Paid $ Martinez, CA 94553 DeMinimis Findings - $0 Attn: Trina R. Torres County Clerk - $50 Receipt #: Environmental Services Division Conservation & Development - $25 Phone: (925) 313-2176 February 14, 2017 Contra Costa County Board of Supervisors 887 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Unpaid Student Training Agreement #72-078-1 with San Diego State University Foundation for its Women, Infant and Children Dietitian Internship Program, a non-profit corporation, to provide supervised field instruction in County’s Public Health Division to dietitian students, for the period from February 1, 2017 through December 31, 2019. FISCAL IMPACT: None BACKGROUND: The purpose of this agreement is to provide San Diego State University Foundation for its Women, Infant and Children Dietitian (WIC) Internship Program, dietitian students with the opportunity to integrate academic knowledge with applied skills at progressively higher levels of performance and responsibility. Supervised fieldwork experience for students is considered to be an integral part of both educational and professional preparation. The Health Services Department can provide the requisite field education, while at the same time, benefiting from the students’ APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Dan Peddycord, 925-313-6712 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: D Morgan, M WILHELM C. 73 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:February 14, 2017 Contra Costa County Subject:SAN DIEGO STATE UNIVERSITY RESEARCH FOUNDATION FOR ITS WOMEN, INFANT AND CHILDREN DIETITIAN INTERNSHIP PROGRAM February 14, 2017 Contra Costa County Board of Supervisors 888 BACKGROUND: (CONT'D) services to patients. On June 14, 2016, the Board of Supervisors approved Contract #72-078 with San Diego State University Foundation for its Women, Infant and Children Dietitian (WIC) Internship Program for the period from January 1, 2016 through December 31, 2016. Approval of Unpaid Student Training Agreement #72-078-1 will allow San Diego State University Foundation for its WIC Dietetic Internship Program dietitian students to receive supervised fieldwork instruction experience with Health Services for the period from February 1, 2017 through December 31, 2019. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, the students will not receive supervised fieldwork instruction experience in County’s Public Health Division. February 14, 2017 Contra Costa County Board of Supervisors 889 RECOMMENDATION(S): APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute a License Agreement with the United States of America by the Secretary of the Navy, allowing the County to use a portion of the former Naval Weapons Station in Concord to conduct public safety training, for the period of December 16, 2016 through December 15, 2017. APPROVE and AUTHORIZE the Sheriff, or designee, to enter into Sublicense Agreements with other public agencies, in the form attached, allowing the public agencies to use the County-licensed portion of the former Naval Weapons Station in Concord to conduct public safety training, for the period ending December 15, 2017. FISCAL IMPACT: Zero fiscal impact. Usage only agreement. BACKGROUND: The Navy Office in San Diego has been managing the scheduling of the Marine Ocean Terminal Concord (MOTCO) Administrative Area for Public Safety training. For numerous years there were occurrences of scheduling conflicts, double bookings, and unscheduled training. The Navy has now provided the opportunity for the Office of the Sheriff to take control of scheduling training APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/14/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sandra Brown, 925-335-1553 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 14, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 81 To:Board of Supervisors From:David O. Livingston, Sheriff-Coroner Date:February 14, 2017 Contra Costa County Subject:U.S. Department of the Navy February 14, 2017 Contra Costa County Board of Supervisors 890 BACKGROUND: (CONT'D) not only for this Office, but also any other public safety training our Office approves of. It is essential for the Office of the Sheriff to be able to train on the site in order to continue the Law Enforcement Training Academy program, since portions of the vehicle training can not be conducted on public roadways. Under the License Agreement, the County agrees to release the Navy from liability and must indemnity the Navy against loss of damage arising from the use of property. CONSEQUENCE OF NEGATIVE ACTION: The Sheriff will not be able to enter into an agreement with the Navy for use of the Former CNWS. CHILDREN'S IMPACT STATEMENT: No impact. ATTACHMENTS License Agreement February 14, 2017 Contra Costa County Board of Supervisors 891 February 14, 2017 Contra Costa County Board of Supervisors 892 February 14, 2017 Contra Costa County Board of Supervisors 893 February 14, 2017 Contra Costa County Board of Supervisors 894 February 14, 2017 Contra Costa County Board of Supervisors 895 February 14, 2017 Contra Costa County Board of Supervisors 896 February 14, 2017 Contra Costa County Board of Supervisors 897 February 14, 2017 Contra Costa County Board of Supervisors 898 February 14, 2017 Contra Costa County Board of Supervisors 899 February 14, 2017 Contra Costa County Board of Supervisors 900 February 14, 2017 Contra Costa County Board of Supervisors 901 February 14, 2017 Contra Costa County Board of Supervisors 902 February 14, 2017 Contra Costa County Board of Supervisors 903 February 14, 2017 Contra Costa County Board of Supervisors 904 February 14, 2017 Contra Costa County Board of Supervisors 905 February 14, 2017 Contra Costa County Board of Supervisors 906 February 14, 2017 Contra Costa County Board of Supervisors 907 February 14, 2017 Contra Costa County Board of Supervisors 908 February 14, 2017 Contra Costa County Board of Supervisors 909 February 14, 2017 Contra Costa County Board of Supervisors 910 February 14, 2017 Contra Costa County Board of Supervisors 911 February 14, 2017 Contra Costa County Board of Supervisors 912 February 14, 2017 Contra Costa County Board of Supervisors 913 February 14, 2017 Contra Costa County Board of Supervisors 914 February 14, 2017 Contra Costa County Board of Supervisors 915 February 14, 2017 Contra Costa County Board of Supervisors 916