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HomeMy WebLinkAboutMINUTES - 05232017 -CALENDAR 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 May 23, 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--EXISTING LITIGATION (Gov. Code, § 54956.9(d)(1)) David Brown v. Contra Costa County, WCAB ADJ8307297 C. LIABILITY CLAIMS Claimant: Stacie Suico and Grant Flick Agency claimed against: Contra Costa County Fire Protection District 9:30 A.M. Call to order and opening ceremonies. Inspirational Thought- "There are no points of the compass on the chart of true patriotism." ~Robert Charles Winthrop May 23, 2017 Contra Costa County Board of Supervisors 1 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 CONSIDER CONSENT ITEMS (Items listed as C.1 through C.109 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 recognizing National EMS Week and EMS for Children Day in Contra Costa County. (Pat Frost, Emergency Medical 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 PRESENTATION recognizing the month of May as "Community Action Month". (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 PRESENTATION recognizing National Foster Parent Month. (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 DISCUSSION ITEMS   D. 1 CONSIDER Consent Items previously removed.    There were no items removed from the consent calendar for discussion.    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. 2 PUBLIC COMMENT (2 Minutes/Speaker)    The following people spoke in opposition to an expansion of the West County Detention Facility: Maimona M. Ahmd, resident of Concord;Cynthia Sweet, resident of El Sobrante;Suzanne Llewellyn, Faith Community;Reverend Leslie Takahashi, Mt. Diablo Unitarian Universalist Church; Garbriel Holland, SEIU 1021; Geri Enberg, resident of San Pablo; Kourtney W; Trish Gonzalez, California Nurses Association; Cecilia Lucas; Carole Johnson, ACCE, Contra Costa Racial Justice Coalition, Safe Return Project; Eduardo Martinez, Councilmember, City of Richmond; Jerry Elster, Rubicon Programs; Melvin Willis, ACCE; Martha Pastrano; Edith Pastrano, ACCE; Peter Dragovich, resident of Martinez; Judy Weatherly;Gabriel Hoagland, SEIU 1021; Linda Komisor, resident of Walnut Creek; Karen Savelutt, resident of Walnut Creek; Liz Gore, Leadership Public Schools; Wendy Hershey, resident of Concord; Alyssa Kang, California Nurses Association (CNA); Sheldon Jones, resident of El Cerrito; Rochelle Pardue-Okimoto, CNA; Harry Baker, resident of Pleasant Hill; Nancy Ybarra; ACCE, CCSCO; Latrinity, ACCE; Mackenzie Bean did not wish to speak, but provided written comments for the Board's consideration (attached); May 23, 2017 Contra Costa County Board of Supervisors 2 Daniel Dorset, resident of Martinez, spoke on the need for better communication and services in the foster care system; Cora Young, Constituent Services Representative, Office of Congressman Mike Thompson, Fifth District, introduced herself, provided her contact information, and invited the Supervisors to contact her at anytime for assistance and information.   D. 3 CONSIDER waiving the 180-day sit out period for Ralph Simmons, Information Systems Programmer Analyst, Department of Information Technology, and approving and authorizing the hiring of Ralph Simmons as a temporary County retiree for the period July 1, 2017 through June 30, 2018. (Ed Woo, Chief Information Officer, Department of Information Technology)       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 waiving the 180-day sit out period for Neomi Markison, Information Systems Programmer Analyst, and approving and authorizing the hiring of Neomi Markison as a temporary County retiree for the period July 1, 2017 through June 30, 2018. (Ed Woo, Chief Information Officer, Department of Information Technology)        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 waiving the 180-day sit out period for Olga Adams, Account Clerk-Advanced Level in the Health Services Department's Payroll Unit; and approving and authorizing the hiring of Olga Adams as a temporary County retiree for the period of May 24, 2017 through May 23, 2018. (William Walker, M.D., Health 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 to consider all objections or protests to the Tentative Report on proposed assessment for fiscal year 2017-18 in County Service Area EM-1; ADOPT the assessment set forth in the Tentative Report; and ADOPT Resolution No. 2017/176 to confirm the Tentative Report and the assessment set forth therein. (William Walker, M.D., Health Services Director)       CLOSED the hearing; ADOPTED the assessment set forth in the Tentative Report; and ADOPTED Resolution No. 2017/176, confirming the Tentative Report and the assessment set forth therein; and REFERRED the matter of an increase in the fee to the Finance Committee.     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 HEARING on the itemized costs of abatement for property located at 401 Market Ave., Richmond, California, in unincorporated Contra Costa County (Leona M. Harmon, Owner). (Jason Crapo, Conservation and Development Department)       CLOSED the hearing; DETERMINED the cost of all abatement work and all administrative costs to be $17,394.69; ORDERED the itemized report confirmed and DIRECTED that it be filed with the Clerk of the Board of Supervisors; ORDERED the costs to be specially assessed against the above-referenced property and AUTHORIZED the recordation of a Notice Of Abatement Lien.   D. 8 CONSIDER adopting Resolution No. 2017/174, approving the side letter between Contra Costa    May 23, 2017 Contra Costa County Board of Supervisors 3 D. 8 CONSIDER adopting Resolution No. 2017/174, approving the side letter between Contra Costa County and Local One to add Section 13.3 - Vacation Accrual Rates for the Community Services Bureau Unit to the Memorandum of Understanding between Contra Costa County and Public Employees Union, Local One, for the period of July 1, 2016 through June 30, 2019, and to make other non-substantive corrections. (Lisa Driscoll, County Finance 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. 9 HEARING to consider adopting Resolution No. 2017/173 approving Annexation No. 5 to Flood Control and Water Conservation District Drainage Area 67A and the levy of annual benefit assessments for financing drainage and flood control services, Minor Subdivision 802-08, as recommended by the Chief Engineer, Flood Control and Water Conservation District, Walnut Creek area. (100% Drainage Area 67A Funds) (Tim Jensen, Public Works Department)       CLOSED the hearing; ADOPTED Resolution No. 2017/173 approving Annexation No. 5 to Flood Control District Drainage Area 67A (DA 67A) and the Levy of Annual Benefit Assessments for Financing Drainage and Flood Control Services, Minor Subdivision 802-08, Walnut Creek area, CP# 17-12; DETERMINED that the activity is not subject to the California Environmental Quality Act; DIRECTED the Director of the Conservation and Development Department to file a Notice of Exemption with the County Clerk; and AUTHORIZED the Public Works Director/Chief Engineer, or designee, to arrange for payment of a $25 fee to the Conservation and Development Department for processing, and a $50 fee to the County Clerk for filing the Notice of Exemption.    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.10 ACCEPT presentation by Bay Conservation and Development Commission (BCDC) on the Adapting to Rising Tides study and INVITE BCDC to extend the study to eastern Contra Costa County, as recommended by the Ad Hoc Committee for the Northern Waterfront Economic Development Initiative. (Supervisor Gioia)       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.11 HEARING to consider adoption of Ordinance No. 2017-11 to amend Code Chapter 82-24 regarding Accessory Dwelling Units, as recommended by the Conservation Development Director (Aruna Bhat, Conservation and Development Department)       CLOSED the hearing; FOUND that adoption of Ordinance No. 2017-11 is exempt from environmental review under the California Environmental Quality Act; ADOPTED Ordinance 2017-11; DIRECTED staff to examine the issue of short-term rentals and report to the Board by September 2017 with policy recommendations; and DIRECTED the Department of Conservation and Development Director, or his designee, to file a Notice of Exemption with the County Clerk-Recorder.     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.12 HEARING to consider the appeal of the County Planning Commission's decision to approve the proposed Vesting Tentative Map for a 9-lot subdivision, known as Gloria Terrace Estates, in the unincorporated Lafayette area and to consider related actions under the California Environmental Quality Act, County File #SD16-9429. (Bruce A. Last & Hanna/Prem Cervenka, Appellants) (Gloria Terrace LLC and H.F. Layton, Co-Owners) (100% applicant fees) (Francisco Avila, Conservation and Development Department)       CLOSED the hearing; FOUND that on the basis of the whole record before the County that there is no May 23, 2017 Contra Costa County Board of Supervisors 4  CLOSED the hearing; FOUND that on the basis of the whole record before the County that there is no substantial evidence that the Gloria Terrace Estates subdivision project as mitigated will have a significant effect on the environment and that the September 21, 2016, Mitigated Negative Declaration is adequate for the purpose of compliance with the California Environmental Quality Act (CEQA) and reflects the County's independent judgment and analysis; ADOPTED the September 21, 2016, Mitigated Negative Declaration and Mitigation and Monitoring and Reporting Program prepared for the project; APPROVED the revised Vesting Tentative Map received April 14, 2017; DENIED the appeal of Bruce A. Last and Hanna and Prem Cervenka; DIRECTED the Department of Conservation and Development to post the Notice of Determination with the County Clerk.   D.13 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 B (“Bonds”); CONSIDER adopting Resolution No. 2017/169, approving the issuance of the Bonds by the Authority, in an aggregate principal amount not to exceed $110 million to finance various capital projects and authorizing the execution of various leases and related-financing documents and authorizing necessary related actions; and consent to potential conflicts of interest that arise from the County being represented by Nixon Peabody LLP in connection with the issuance of the bonds. (Timothy Ewell, County Administrator’s Office) (Consider with D.14)       CLOSED the Public Hearing; ACKNOWLEDGED and reaffirm previous approvals of projects; ADOPTED Resolution No. 2017/169, approving the issuance by the Contra Costa Public Financing Authority of Lease Revenue Bonds, 2017 Series B, in a principal amount not to exceed $110,000,000 to finance various capital projects and a refunding of outstanding bonds for savings; APPROVED and AUTHORIZED the forms of and directing the execution and delivery of a Trust Agreement, Site Lease, Facilities Lease and a Continuing Covenant Agreement and related financing documents; APPROVED and AUTHORIZED the taking of necessary actions and the execution of necessary documents in connection therewith; and CONSENTED to potential conflicts of interest that arise from the County being represented by Nixon Peabody LLP in connection with the issuance of the bonds.     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.14 CONSIDER adopting, as the Governing Board of the County of Contra Costa Public Financing Authority, Resolution No. 2017/168, approving the issuance by the Contra Costa Public Financing Authority of Lease Revenue Bonds (Capital Projects), 2017 Series B, in a principal amount not to exceed $110,000,000 to finance various capital projects, authorizing the forms of and directing the execution and delivery of related financing documents. (Timothy Ewell, County Administrator's Office) (Consider with D.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 D. 15 CONSIDER reports of Board members.    There were no items reported today.   Closed Session    There were no reports from Closed Session.   ADJOURN in memory of John T. Knox Former State Assembly Member May 23, 2017 Contra Costa County Board of Supervisors 5     Adjourned today's meeting at 2:15 p.m   CONSENT ITEMS   Road and Transportation   C. 1 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute, on behalf of the County, a purchase and sale agreement with Bare Ventures, LLC, to sell a 0.32-acre County-owned parcel on Slater Avenue, in Pleasant Hill, for $100,000, and take related actions under the California Environmental Quality Act, as recommended by the Public Works Director. (100% Applicant Funded)       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 AWARD and AUTHORIZE the Public Works Director, or designee, to execute a construction contract in the amount of $325,200 with Kerex Engineering, Inc., for the Main Street, Byron Sidewalk Improvement Project, Byron 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 C. 3 AWARD and AUTHORIZE the Public Works Director, or designee, to execute a construction contract with Pavement Coatings Co., in the amount of $200,000, for the 2017 On-Call Grinding Services Contract(s) for Various Road Maintenance Work, 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. 4 ADOPT Resolution No. 2017/171 accepting as complete the contracted work performed by Flatiron West Inc., for the Orwood Road Bridge Replacement Project, as recommended by the Public Works Director, Brentwood area. (100% Federal Highway Bridge Replacement 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. 5 AWARD and AUTHORIZE the Public Works Director, or designee, to execute a construction contract in the amount of $1,948,971, with Granite Rock Company for the Byron Highway and Camino Diablo Intersection Improvements Project, Byron area. (23% Highway Safety Improvement Program Grant Funds, 17% Measure J Return to Source Funds, 12% East County Regional Area of Benefit Funds, and 48% 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. 6 APPROVE and AUTHORIZE the Chair, Board of Supervisors, to execute the Federal Apportionment State Match Program Agreement with the California Department of Transportation, which will authorize the County to receive the amount of $100,000 from the State Matching Funds for Fiscal Year 2016/2017, for transportation purposes, as recommended by the Public Works Director, Countywide. (100% State funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor May 23, 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 Engineering Services   C. 7 ADOPT Resolution No. 2017/160 accepting completion of private improvements for subdivision SD06-08993, for a project developed by Hoffman Land Development Company, as recommended by the Public Works Director, Discovery Bay area. (100% Developer 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. 8 ADOPT Resolution No. 2017/162 accepting completion of the warranty period for the Subdivision Agreement (Right-of-Way Landscaping) and release of cash deposit for faithful performance, for subdivision SD08-09245, for a project developed by Shapell Homes, A Division of Shapell Industries, Inc., A Delaware Corporation, as recommended by the Public Works Director, San Ramon (Dougherty Valley) area. (100% Developer 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 Special Districts & County Airports   C. 9 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract amendment with A.S. Dutchover & Associates, effective May 23, 2017, to increase the payment limit by $100,000 to a new payment limit of $350,000 to continue providing on-call landscape architect services to complete existing projects, Countywide. (100% Various Public Works 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. 10 RATIFY execution of a Hazard Mitigation Grant Program application by the Contra Costa County Flood Control and Water Conservation District (Flood Control District) Deputy Chief Engineer, and ADOPT Resolution No. 2017/172 approving and authorizing the Flood Control District Chief Engineer, or designee, to execute and file the grant application and related documents with the California Governor’s Office of Emergency Services, for the purpose of obtaining financial assistance for and on behalf of the Flood Control District for the Wildcat and San Pablo Creek flood protection project, North Richmond area. (100% Federal Emergency Management Agency 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. 11 APPROVE and AUTHORIZE the Director of Airports, or designee, to execute on behalf of the County a consent to assignment of lease between the County and the current tenant, Concord Hotel LLC, and the new tenant, Dale Village Apartment Company, LP, (Dale Village), to assign its lease of the County-owned property located at 45 John Glen Drive, Concord to Dale Village. (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   May 23, 2017 Contra Costa County Board of Supervisors 7 C. 12 DENY claims filed by Andrea Alvarez, Andrea Alvarez for TW, a minor, Peter James Cooks, Kathleen Criswell, Eneida Rivera Grice, Scottie Harts, Antoinette Musonge, Shadow Creek Residents Association, Jacqueline Thomas, Norma Vicknair, and Sabrina Ziani.       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. 13 ACCEPT Board members meeting reports for April 2017.       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. 14 ADOPT Resolution No. 2017/198 honoring and congratulating Greg Feere on the occasion of his retirement, as recommended by Supervisor Mitchoff.        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. 2017/138 recognizing the month of May 2017 as "Community Action Month" in Contra Costa County, as recommended by 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. 16 ADOPT Resolution No. 2017/157 proclaiming the week of May 21 - 27, 2017 as "National Public Works Week" in Contra Costa County, as recommended by the Public Works 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 ADOPT Resolution No. 2017/164 designating the week of May 21-27, 2017 as National Emergency Medical Services Week in Contra Costa County, with the theme of “EMS STRONG: Always in Service", as recommended by the Health 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 ADOPT Resolution No. 2017/165 recognizing May 24, 2017 as Emergency Medical Services for Children Day in Contra Costa County, as recommended by the Health 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. 19 ADOPT Resolution No. 2017/182 recognizing Foster Parent Recognition Month in Contra Costa County, 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 Ordinances May 23, 2017 Contra Costa County Board of Supervisors 8 Ordinances   C. 20 INTRODUCE Ordinance Code 2017-06 amending the County Ordinance Code to exclude from the Merit System the classification of Chief Deputy Public Administrator-Exempt, WAIVE READING and Fix June 6, 2017, for adoption.        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 INTRODUCE Ordinance Code 2017-07 amending the County Ordinance Code to exclude from the Merit System the new classification of Human Resources Manager - Exempt, WAIVE READING and Fix June 6, 2017, for adoption. (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. 22 INTRODUCE Ordinance No. 2017-12, authorizing administrative penalties for barking dogs and noisy animals, WAIVE reading, and FIX June 6, 2017 for adoption, as recommended by the Internal Operations Committee.        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 INTRODUCE Ordinance No. 2017- 13, implementing community choice aggregation in unincorporated Contra Costa County by becoming a member agency of the Marin Energy Authority joint powers authority, WAIVE reading, and FIX June 6, 2017 for adoption, as recommended by the Conservation and Development 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 Appointments & Resignations   C. 24 APPOINT Courtney Cummings to the District 1-B seat on the Alcohol and Other Drugs Advisory Board, as recommended by Supervisor Gioia.       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. 25 ACCEPT the resignation of Roni Lee Height, DECLARE a vacancy in the Appointee 2 seat on the Contra Costa Centre Municipal Advisory Council, and DIRECT the Clerk of the Board to post the vacancy, as recommended by Supervisor Mitchoff.       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. 26 APPOINT Wendell Snyder to the District IV seat on the In Home Supportive Services Public Authority Advisory Committee, as recommended by Supervisor Mitchoff.        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 ACCEPT the resignation of Mr. Douglas Knowles, DECLARE vacant the Advisory Council on    May 23, 2017 Contra Costa County Board of Supervisors 9 C. 27 ACCEPT the resignation of Mr. Douglas Knowles, DECLARE vacant the Advisory Council on Aging Member At Large Seat #11, 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. 28 APPOINT Anna Fehrenbach to the San Ramon Local Committee Seat for a term ending September 30, 2018 and Ruth McCahan to the Lafayette Local Committee Seat for a term ending September 30, 2017 on the Advisory Council on Aging, 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. 29 ACCEPT the resignation of Catherine Engberg, DECLARE a vacancy in Appointee 1 seat on the Kensington Municipal Advisory Council, and DIRECT the Clerk of the Board to post the vacancy, as recommended by Supervisor Gioia.        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 APPOINT Jessica Marantz to Alternative Seat 1 on the Kensington Advisory Council (KMAC), as recommended by Supervisor Gioia.       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. 31 APPOINT Amo Virk to the Business seat, Victoria Mejia to the Management #2 seat, and Ayesha Cope to the Community #2 seat on the Advisory Council on Equal Employment Opportunity; ACCEPT the resignation of Paula Lochin, DECLARE vacant the Union #1 seat, and DIRECT the Clerk of the Board to post the vacancy, as recommended by the Hiring Outreach Oversight Committee.        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. 32 APPOINT William Mahoney to the Business 3 Seat on the Workforce Development Board, as recommended by the Family and Human Services Committee.       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 APPOINT Ella Jones to the Medicare Subscriber Seat,Tamara Mello to the Medi-Cal Subscriber Seat, and Debra Shorter-Jones to the Member At Large Seat #7, on the Managed Care Commission, as recommended by the Family and Human Services Committee.       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 APPOINT Keegan Duncan to the Consumer of Any Age - Seat 4 on the In-Home Supportive Services Public Authority Advisory Committee, as recommended by the Family and Human Services Committee.       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 APPOINT Neil Tsutsui as the Board of Supervisors representative (Appointee 1 seat) on the East Bay    May 23, 2017 Contra Costa County Board of Supervisors 10 C. 35 APPOINT Neil Tsutsui as the Board of Supervisors representative (Appointee 1 seat) on the East Bay Regional Parks District Park Advisory Committee, as recommended by the Internal Operations Committee.       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. 36 ACCEPT the resignation of Randolph Hencken, DECLARE a vacancy in the District 1-A Seat on the Alcohol and Other Drugs Advisory Board, and DIRECT the Clerk of the Board to post the vacancy, as recommended by Supervisor Gioia.       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. 37 Employment and Human Services (0588): APPROVE Appropriation and Revenue Adjustment No. 5076 authorizing new revenue in the amount of $2,128,948 in the Employment and Human Services Department, Community Services Bureau (0588), for the Early Head Start Child Care Partnership Grant awarded by the Administration for Children and Families. (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. 38 Traffic Safety Fund (0368) / CSA P-2 Zone A (7653): APPROVE Appropriations and Revenue Adjustment No. 5077 authorizing the transfer of appropriations in the amount of $15,700 from the Traffic Safety Fund to CSA P-2 Zone A and authorizing additional revenue in the amount of $31,051 from accumulated depreciation for the purchase of one police patrol vehicle for use in the Blackhawk area. (66% Accumulated Depreciation, 34% Restricted Traffic Safety fine revenue)       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 Custody Services (0300) / Sheriff's Office (0255): APPROVE Appropriation Adjustment No. 5079 authorizing the transfer of appropriations in the amount of $16,228 from the Custody Services Bureau (0300) to the Sheriff's Office (0255) to reallocate existing expenditure appropriations due to movement of a funded position. (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. 40 Law Enforcement Training Center (0258) / Sheriff's Office (0255): APPROVE Appropriation and Revenue Adjustment No. 5081 authorizing the transfer of appropriations in the amount of $40,000 from the Law Enforcement Training Center (0258) to the Sheriff's Office (0255) to partially fund office and hanger space related to the Sheriff's Helicopter Program. (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 Intergovernmental Relations   C. 41 ADOPT an “Oppose” position on AB 626 (Garcia): Microenterprise Home Kitchen Operations, a bill that would legalize the sale of food prepared in private home directly to consumers, as recommended by the Legislation Committee.        May 23, 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 Personnel Actions   C. 42 ADOPT Position Adjustment Resolution No.22041 to add one Environmental Analyst II (represented) position and cancel one Planner II (represented) position in the Public Works Department. (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. 43 ADOPT Position Adjustment Resolution No. 22070 to add one Safety Services Manager (represented) position in the Health Services Department. (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. 44 ADOPT Position Adjustment Resolution No. 22076 to add one Assistant Director-Project (unrepresented), two Comprehensive Services Assistant Manager-Project (unrepresented), one Accountant I (represented), and four Clerk Experienced Level (represented) positions in the Employment and Human Services Department, Community Services Bureau. (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. 45 ADOPT Position Adjustment Resolution No. 22055 to add one Administrative Analyst (represented) position and cancel one vacant Clerk-Specialist Level (represented) position in the Animal Services Department. (32% User Fees, 31% City Revenue, 37% 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. 46 ADOPT Position Adjustment Resolution No. 22071 to add one Information Systems Technician I (represented) position and cancel one Information Systems Specialist I (represented) position in the Department of Information Technology. (Budgeted, 100% Department 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. 47 ADOPT Position Adjustment Resolution No. 22077 to establish the class of Human Resources Manager-Exempt (unrepresented); add one Human Resources Manager-Exempt (unrepresented) position; and cancel position 12103, Assistant Director of Human Resources-Exempt, in the Human Resources Department (unrepresented). (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 Leases   C. 48 APPROVE and AUTHORIZE the Public Works Director, or designee, to enter into a Library    May 23, 2017 Contra Costa County Board of Supervisors 12 C. 48 APPROVE and AUTHORIZE the Public Works Director, or designee, to enter into a Library Sublease and Service Agreement with the City of San Pablo for the library located at 13751 San Pablo Avenue, San Pablo. (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. 49 APPROVE and AUTHORIZE the Chair, Board of Supervisors, to execute a public access easement to grant the City of San Pablo a public access easement within County property identified as Assessor’s Parcel No. 417-310-008, located off Gateway Drive, San Pablo, and take related actions under the California Environmental Quality Act, as recommended by the Public Works Director, San Pablo 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 C. 50 APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute, on behalf of the Public Works Director, a blanket purchase order with Ray Morgan Company, in the amount of $340,000 for a Canon Vario Print 6160 Press, for the period June 1, 2017 to May 31, 2022, Countywide. (100% Department 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. 51 APPROVE clarification of Board action on March 28, 2017, item C.29, which authorized the Public Works Director, or designee, to execute a lease with RIO Properties I, LLC, for rentable office space at 2380 Bisso Lane in Concord, Suite B, for the Health Services Department, for an initial term of 14 years instead of 12 years. (100% Health Services Hospital 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 Grants & Contracts   APPROVE and AUTHORIZE execution of agreements between the County and the following agencies for receipt of fund and/or services:   C. 52 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to apply for and accept California Career Pathways Trust II funding from the Alameda County Office of Education in an amount not to exceed $363,000 to prepare students for the 21st century workplace and improve the transition into post secondary education, training, and employment for the period December 30, 2016 through June 30, 2018. (26% 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. 53 APPROVE and AUTHORIZE the Agricultural Commissioner, or designee, to accept a contract in an amount not to exceed $962 from the California Department of Food and Agriculture to perform "Pest Exclusion/High Risk Inspections and Enforcement" activities for the period of July 1, 2017 through June 30, 2018. (No County match)       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor May 23, 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. 54 APPROVE and AUTHORIZE the County Librarian, or designee, to apply for and accept a grant in the amount of $1,000 from the Richmond Community Foundation to provide bilingual Spanish storytime, musical performance and books for participants in a summer reading celebration to be held at the El Sobrante Library, for the period July 1 through July 31, 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 C. 55 APPROVE and AUTHORIZE the County Librarian, or designee, to apply for and accept a grant in the amount of $1,000 from the Richmond Community Foundation to provide library programs, books, school supplies and a performer for Project Pride in North Richmond, for the period July 1 through September 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 C. 56 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with the California Department of Resources Recycling and Recovery to pay the County up to $155,433 in funding to monitor and reduce illegal waste tire practices throughout the County for the Environmental Health Waste Tire Enforcement Program, for the period from June 30, 2017 to September 28, 2018. (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. 57 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with the California Department of Health Care Services, effective July 1, 2017, to allow the County to participate in and be reimbursed for Targeted Case Management services provided to County recipients. (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. 58 APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute a contract with the California Commission on Peace Officer Standards and Training, including full indemnification of the State of California, to pay the County an initial allocation of $40,402 for the instruction of accredited Driving Simulator and Force Option Simulator courses for the period July 1, 2017 through June 30, 2018. (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. 59 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute an amendment agreement with the California Department of Public Health, effective July 1, 2017, to increase the amount payable to County by $116,436 for a new payment limit of $4,426,077 for continuation of the Public Health Emergency Preparedness, Hospital Preparedness Program and Comprehensive Program, and extend the termination date from June 30, 2017 to June 30, 2018. (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. 60 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with    May 23, 2017 Contra Costa County Board of Supervisors 14 C. 60 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with the County of Alameda Health Care Services Agency, to pay County an amount up to $1,650,185 for coordination of essential services to Contra Costa County residents with HIV disease and their families, for the period March 1, 2017 through February 28, 2018. (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. 61 APPROVE and AUTHORIZE the County Administrator, or designee, to execute Memoranda of Understanding with local law enforcement agencies permitting them to establish data system interfaces with the County's prosecution case management system to enable the electronic filing of criminal prosecution requests with the District Attorney's Office. (100% Cost reimbursement by local law enforcement agencies)        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. 62 APPROVE and AUTHORIZE the District Attorney, or designee, to execute a Contract Amendment with Robert Half International, Inc. to increase the Payment Limit by $165,000 to a new payment limit of $260,000 to provide information technology professional staff on a temporary basis with a contract termination date of August 31, 2017. (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. 63 RATIFY the execution of a Software License Agreement and a Support Services Agreement, by the Sheriff-Coroner, with Level II, Inc., effective April 8, 2016, in an amount not to exceed $300,000 for California Law Enforcement Telecommunications System (CLETS) connectivity software and services, and APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute Amendment No. 1 to Software and Services Agreement for the term April 8, 2017 through April 7, 2018, with an annual renewal thereafter until terminated for the purchase of additional licenses and software support. (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 Auditor-Controller, or designee, to pay stipends in an amount not to exceed $15 per individual for one half day, or $25 per individual for one full day to foster parents and birth parents, for a total payment amount not to exceed $95,000, for attendance at training workshops, focus groups, and meetings for the period July 1, 2017 through June 30, 2018. (50% Child Welfare funding:75% Federal, 25% State; and 50% Substance Abuse/HIV funding: 75% Federal, 17.5% State, 7.5% 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. 65 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract with The Lamar Companies, L.L.C., dba Lamar Advertising, in an amount not to exceed $123,336 to produce, maintain, and install foster parent recruitment transit advertising for the period February 21, 2017 through June 30, 2018. (100% State)        May 23, 2017 Contra Costa County Board of Supervisors 15  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 Conservation and Development Director, or designee, to execute a contract amendment with Circlepoint, to extend the term from December 31, 2017 through June 30, 2018 and increase the payment limit by $30,905 to a new payment limit of $191,895, to provide continued service to complete the Environmental Impact Report for the Ball Estate Subdivision. (100% Land Use Permit application 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. 67 APPROVE and AUTHORIZE the Chief Information Officer-Department of Information Technology, or designee, to execute a contract amendment with E-3 Systems, to extend the term from May 31, 2017 through May 31, 2018 and increase the payment limit by $1,500,000 to a new payment limit of $4,750,000 to continue to provide, on an as-needed basis, installation and maintenance of telecommunications cabling. (100% Department 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. 68 APPROVE and AUTHORIZE the Employment and Human Services Department Director, or designee, to execute a contract containing modified indemnification language with National Cinemedia LLC in an amount not to exceed $65,000 for in-theater advertising on the growing need for foster parents for the period of June 1, 2017 through December 31, 2017. (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. 69 APPROVE and AUTHORIZE the Purchasing Agent, on behalf of the Employment and Human Services Department (EHSD), to execute a purchase order with Downtown Ford Sales in an amount not to exceed $320,000 to procure ten (10) new vehicles for EHSD's fleet to replace ten (10) non-internal service vehicles that have exceeded 90,000 miles. (100% 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. 70 APPROVE and AUTHORIZE the Employment and Human Services Director (EHSD), or designee, to execute a contract with Bay Area Community Resources, Inc., in an amount not to exceed $137,605 to provide integrated and collaborative case management prevention and intervention services to EHSD client students and their families at designated schools for the period July 1, 2017 through June 30, 2018. (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. 71 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract amendment, effective April 1, 2017, with Lao Family Community Development Inc., decreasing the payment limit by $163,293 to a new payment limit of $201,707 due to a decrease in job skills and placement services referrals for limited English speaking and non-English speaking California Work Opportunity and Responsibility to Kids (CalWORKs) participants and extend the term through August 31, 2017. (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 May 23, 2017 Contra Costa County Board of Supervisors 16 C. 72 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Minh Hiep Nguyen, M.D., in an amount not to exceed $195,000, to provide pulmonary critical care physician services at Contra Costa Regional Medical and Health Centers, for the period June 1, 2017 through May 31, 2020. (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. 73 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract extension with Soliant Health, Inc., to extend the termination date from June 30, 2017 to June 30, 2018, with no change in the payment limit of $970,200 for recruitment services for the Information Systems Unit of the Health Services Department. (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. 74 APPROVE and AUTHORIZE the Chief Information Officer, or designee, to execute a contract with Microsoft Corporation in an amount not to exceed $377,120 to extend Microsoft premier support services for the period June 13, 2017 through June 12, 2018. (100% Department 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. 75 APPROVE and AUTHORIZE the Purchasing Agent or designee to execute, on behalf of the Chief Information Officer-Department of Information Technology, a purchase order amendment with CDW-G, to increase the payment limit by $143,390 to a new payment limit of $368,140 for computer anti-virus software licensing and support through September 26, 2018, and add Sophos professional services and enabling next-generation ransomware and exploit protection Countywide to increase security and protection of the County's wide area network. (100% Department 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. 76 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Express Medicine Urgent Care, Inc., in an amount not to exceed $400,000, to provide primary care services to Contra Costa Health Plan members and County recipients, for the period June 1, 2017 through May 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. 77 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract with Uplift Family Services, in an amount not to exceed $896,750 to provide Kinship Support and Respite Care Services for the period July 1, 2017 through June 30, 2018. (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. 78 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with LocumTenens.com, LLC, in an amount not to exceed $2,250,000, to provide temporary physician services at Contra Costa Regional Medical Center and Health Centers, for the period from March 1, 2017 through February 29, 2020. (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 May 23, 2017 Contra Costa County Board of Supervisors 17 C. 79 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract amendment, effective April 1, 2017, with Monument Impact, decreasing the payment limit by $117,709 to a new payment limit of $178,840 due to less than projected referrals for job services to limited English proficient California Work Opportunity and Responsibility to Kids (CalWORKs) clients and extend the term through August 31, 2017. (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. 80 APPROVE and AUTHORIZE the Purchasing Agent or designee to execute, on behalf of the Chief Information Officer-Department of Information Technology, a purchase order with AT&T in an amount not exceed $783,500 for the purchase of Cisco IP telephones in support of a hosted communication system for the Employment and Human Services Department. (100% Department 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. 81 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Thyssenkrupp Elevator Corporation, in an amount not to exceed $900,000, for elevator maintenance and repair services, for the period June 1, 2017 through May 31, 2020, Countywide. (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. 82 APPROVE and AUTHORIZE the Purchasing Agent, on behalf of the Health Services Department, to execute a purchase order with MCG Health, LLC, in an amount not to exceed $300,000, for hosted patient utilization management software for the Contra Costa Health Plan, for the period from May 9, 2017 through November 8, 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. 83 APPROVE and AUTHORIZE the Purchasing Agent, on behalf of the Health Services Department, to execute a purchase order with Red Cloud, Inc., in an amount not to exceed $150,000, for East Bay Regional Communications System emergency radios for communications in a disaster. (100% State Homeland Security Grant)       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 and AUTHORIZE the Purchasing Agent, on behalf of the Health Services Department, to execute purchase order amendment with Software ONE Inc., to increase the payment limit by $300,000 for a total payment limit of $305,284 for Microsoft Office License upgrades for the period from April 1, 2017 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. 85 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with Nordic Consulting Partners, Inc., effective January 1, 2017, to increase the payment limit by $1,250,610 to a new payment limit of $3,200,000 to provide additional hours of consultation and technical assistance with regard to CCLink and the Community Connect Project systems, with no change in the original term of January 1, 2016 through June 30, 2018. (100% Hospital Enterprise Fund I)        May 23, 2017 Contra Costa County Board of Supervisors 18  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. 86 APPROVE AND AUTHORIZE the Health Services Director, or designee, to execute a contract with Pro Transport-1, LLC, in an amount not to exceed $125,000, to provide non-emergency patient transportation services for Contra Costa Regional Medical Center and Health Centers for the period from June 1, 2017 through May 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. 87 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with Bayside Solutions, Inc., effective May 1, 2017, to increase the payment limit by $554,000 for a new payment limit of $654,000 to provide additional hours of consulting and recruitment services for hard to fill positions in the Health Services Department’s Information Systems Unit, with no change in the original term of January 1, 2017 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. 88 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with East Bay Retina Consultants, Inc., in an amount not to exceed $500,000, to provide ophthalmology and retina surgery services to Contra Costa Health Plan members, for the period from June 1, 2017 through May 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. 89 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with QlikTech Inc., effective May 25, 2017, to increase the payment limit by $330,000 to a new payment limit of $508,000 for software, software license agreement and maintenance services to the Health Services Department’s Information Systems Unit and extend the termination date from June 30, 2017 to May 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. 90 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with George Counelis, M.D., Inc. (dba Bay Area Neurosciences), in an amount not to exceed $300,000, to provide neurosurgery services to Contra Costa Health Plan members, for the period June 1, 2017 through May 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. 91 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Amador Institute, Inc., in an amount not to exceed $440,860, to provide mental health, case management and crisis intervention services to Seriously Emotionally Disturbed adults, adolescents and latency-age children, for the period May 1, 2017 through June 30, 2018, with a six-month automatic extension through December 31, 2018, in an amount not to exceed $188,940. (50% Federal Financial Participation; 50% 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 May 23, 2017 Contra Costa County Board of Supervisors 19   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. 92 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with John Muir Behavioral Health, effective April 1, 2017, to increase the payment limit by $500,000 to a new payment limit of $1,550,000, to provide additional inpatient psychiatric hospital services for children, adolescents and adults, 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. 93 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with Thomas B. Hargrave, M.D., effective March 16, 2017, to increase the payment limit by $136,000 to a new payment limit of $478,000 to provide additional hours of gastroenterology services at Contra Costa Regional Medical Center and Health Centers, with no change in the original term of September 1, 2014 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. 94 APPROVE and AUTHORIZE the Purchasing Agent, on behalf of the Health Services Department, to execute a purchase order amendment with Boston Scientific Corporation, to add $170,000 for a new total of $552,000 for supplies, devices and implants for gastrointestinal laboratory procedures and urological and vascular surgeries at Contra Costa Regional Medical Center, with no change to the term of January 1, 2015 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. 95 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with John Dawdy, Esq., in an amount not to exceed $168,000, to sit as the certification review hearing officer for patients involuntarily confined by County, for the period July 1, 2017 through June 30, 2019. (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. 96 APPROVE and AUTHORIZE the County Administrator to execute a contract with KMI Human Resources Consulting, Inc., in an amount not to exceed $425,000 to continue providing specialized administrative services for the period July 1, 2017 through June 30, 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. 97 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Boehm and Associates, in an amount not to exceed $150,000 to provide consulting and technical assistance on workers’ compensation laws and third-party liability recovery, for the period from July 1, 2017 through June 30, 2018. (100% Third Party revenues)       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. 98 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract    May 23, 2017 Contra Costa County Board of Supervisors 20 C. 98 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with Allegis Group Holdings, Inc. (dba TEK Systems, Inc.), effective January 1, 2017, to increase the payment limit by $3,182,080 to a new payment limit of $4,356,785 to provide additional hours of temporary help services and direct placement candidates for hard to fill Information Services positions, with no change in the original term of July 1, 2016 through June 30, 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. 99 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with The Greeley Company, Inc., effective May 1, 2017, to increase the payment limit by $750,000 for a new total of $1,100,000 for additional consulting services on regulatory and safety preparedness for Contra Costa Regional Medical Center and the Contra Costa Health Plan, with no change in the original term January 1, 2017 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 Other Actions   C.100 APPROVE and AUTHORIZE the Chair of the Board of Supervisors to sign the County Subvention Program Certificates of Compliance for the County Subvention and Medi-Cal Cost Avoidance Programs as administered by the California Department of Veterans Affairs, 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.101 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute an interagency agreement with San Ramon Regional Medical Center, a non-profit corporation, to provide storage and maintenance of medical surge assets for the Public Health Department for deployment during an emergency, for the period from June 1, 2017 through May 31, 2022. (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.102 ACCEPT quarterly report of the Post Retirement Health Benefits Trust Agreement Advisory Body, as recommended by the Post Retirement Health Benefits Trust Agreement Advisory Body.       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.103 ACCEPT the 2016 annual report from the Hazardous Materials Commission.       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.104 ACCEPT the Office of Equal Employment Opportunity Five-Year Strategic Plan, as recommended by the Hiring Outreach Oversight Committee.        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.105 APPROVE and AUTHORIZE the Purchasing Agent, on behalf of Employment and Human Services    May 23, 2017 Contra Costa County Board of Supervisors 21 C.105 APPROVE and AUTHORIZE the Purchasing Agent, on behalf of Employment and Human Services Department, to execute a Purchase Order with Sam Clar Office Furniture, Inc. in the amount of $771,050 for the purchase of sit/stand workstations as well as work surfaces, pedestals, overhead cabinets and office landscape partitioning to create cubicles for the period May 23, 2017 through June 30, 2017. (10% County, 48% State, 42% 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.106 APPROVE the non-financial Memorandum of Understanding, including mutual indemnification language, between the Workforce Development Board of Contra Costa County and the One Stop America's Job Center of California to establish a cooperative relationship amongst partners in the local America's Job Center of California system, and AUTHORIZE the Chair, Board of Supervisors to sign the memorandum.       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.107 APPROVE and AUTHORIZE a subordination agreement among County of Contra Costa as senior lender, Resources for Community Development as junior lender, and Church Lane - Rubicon Partners as borrower for the Church Lane Apartments, located at 2555 Church Lane, San Pablo, as recommended by the Conservation and Development Director. (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.108 CONTINUE the emergency actions originally taken by the Board of Supervisors effective January 19 and February 14, 2017 and most recently continued by the Board on April 25, 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 Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.109 CONTINUE the emergency action originally taken by the Board of Supervisors on November 16, 1999, and most recently approved by the Board on May 9, 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   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 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. May 23, 2017 Contra Costa County Board of Supervisors 22 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 Diane Burgis) meets on the fourth Wednesday of the month at 1:30 p.m. at the Director of Airports Office, 550 Sally Ride Drive, Concord. The Family and Human Services Committee (Supervisors John Gioia and Candace Andersen) meets on the fourth Monday of the month at 10:30 a.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Finance Committee (Supervisors Karen Mitchoff and John Gioia) meets on the fourth Monday of the month at 9:00 a.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Hiring Outreach Oversight Committee (Supervisors Federal D. Glover and Candace Andersen) meets on the first Monday of every other month at 1:00 p.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Internal Operations Committee (Supervisors Candace Andersen and Diane Burgis) meets on the second Monday of the month at 1:00 p.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Legislation Committee (Supervisors Diane Burgis and Karen Mitchoff) meets on the second Monday of the month at 10:30 a.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Public Protection Committee (Supervisors Federal D. Glover and John Gioia) meets on the first Monday of the month at 10:30 a.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Transportation, Water & Infrastructure Committee (Supervisors Diane Burgis 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. May 23, 2017 Contra Costa County Board of Supervisors 23 Airports Committee May 24, 2017 1:30 p.m.See above Family & Human Services Committee June 26, 2017 10:30 a.m.See above Finance Committee June 26, 2017 9:00 a.m. See above Hiring Outreach Oversight Committee June 5, 2017 Cancelled next meeting TBD 1:00 p.m.See above Internal Operations Committee June 12, 2017 1:00 p.m. See above Legislation Committee June 12, 2017 10:30 a.m. See above Public Protection Committee June 5, 2017 10:30 a.m. See above Transportation, Water & Infrastructure Committee June 12, 2017 9:00 a.m. 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 CCTA Contra Costa Transportation Authority CCRMC Contra Costa Regional Medical Center CCWD Contra Costa Water District May 23, 2017 Contra Costa County Board of Supervisors 24 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 MOE Maintenance of Effort MOU Memorandum of Understanding MTC Metropolitan Transportation Commission May 23, 2017 Contra Costa County Board of Supervisors 25 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 May 23, 2017 Contra Costa County Board of Supervisors 26 RECOMMENDATION(S): 1. FIND that the appointment of Mr. Simmons is necessary to fill a critically needed position; and 3. APPROVE and AUTHORIZE extension of the term of temporary employment of Ralph Simmons, retired Information Systems Programmer Analyst, Department of Information Technology, for the period July 1, 2017 through June 30, 2018. FISCAL IMPACT: If the request is granted, there will continue to be salary and employment tax payments for the hours provided of approximately $54,911 for up to 960 hours per year. These costs will be offset by savings due to the vacancy of the permanent position. There is no additional fiscal impact. Salary costs are included in the Department's operating budget. BACKGROUND: The department would like to extend Mr. Simmons temporary employment term due to the ongoing need for back-up support for the PeopleSoft Payroll and Human Resources HCM system, Kronos Timekeeping system and continued support for the interfaces for CPAS, a pension administration system, for the Contra Costa County Employees’ Retirement Association. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Sheryl Webster 925-313-1281 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: June McHuen, Deputy cc: D. 3 To:Board of Supervisors From:Ed Woo, Chief Information Officer Date:May 23, 2017 Contra Costa County Subject:Extend Temporary Employment Period for County Retiree Ralph Simmons May 23, 2017 Contra Costa County Board of Supervisors 27 BACKGROUND: (CONT'D) Mr. Simmons retired from the Department of Information Technology on September 1, 2016. He served in a key role in the maintenance and support of various systems Kronos Timekeeping system and the Retirement systems. He worked with the Department of Information Technology for over 18 years, working with PeopleSoft, Kronos and other mainframe systems using COBOL. In the past year, three Senior Analysts who supported our PeopleSoft Human Capital Management (HCM) and Kronos Timekeeping systems retired, promoted or transferred with little notice. This left one Senior Analyst to support the system. The Department of Information Technology started to train a mid-level Analyst and has hired three lower-level Analysts to learn the systems. The PeopleSoft HCM system is currently used to process the County’s payroll, in addition to maintaining human resources and employee benefits records. Mr. Simmons will also ensure PeopleSoft and Kronos daily operations; enhancement request and user support will not be interrupted. During this time Mr. Simmons will be training the new analysts to assume these duties. The Department of Information Technology has been struggling to attract and retain staff with knowledge and skills related to PeopleSoft and mainframe technology. With over 18 years of experience in this area with Contra Costa County, Mr. Simmons is uniquely qualified to perform the necessary training and help with the support. The Department does not have any other staff that possess the specialized technical and business knowledge of the County justice systems and who can complete the work that is essential to the continued support of the PeopleSoft application. CONSEQUENCE OF NEGATIVE ACTION: Disapproval of the request will increase the risk that the County will be unable to process employee Payroll, Human Resources and Employee Benefits timely and accurately, the serious consequences of which cannot be overstated. May 23, 2017 Contra Costa County Board of Supervisors 28 RECOMMENDATION(S): 1. FIND that the appointment of Mrs. Markison is necessary to fill a critically needed position; and 2. APPROVE and AUTHORIZE extension of the term of temporary employment of Neomi Markison, retired Information Systems Programmer Analyst, Department of Information Technology, for the period July 1, 2017 through June 30, 2018. FISCAL IMPACT: If the request is granted, there will continue to be salary and employment tax payments up to a maximum of $54,911 for up to 960 hours per year. These costs will be offset by savings due to the vacancy of the permanent position. There is no additional fiscal impact. Salary costs are included in the Department's operating budget. BACKGROUND: The department would like to extend Mrs. Markison's temporary employment term due to the ongoing need for back-up support for the AMORS (Traffic System), which is part of the Law and Justice Information System, and continued support for the interfaces for the post-implementation of the Karpel Case Management application for the District Attorney's department. Mrs. Markison retired from the Department of Information Technology (DoIT) on March 29, 2014. She served a key role in the maintenance and support of the Law and Justice Information System for over 30 years, specializing APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Scott Sullivan 925-313-1288 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: June McHuen, Deputy cc: D. 4 To:Board of Supervisors From:Ed Woo, Chief Information Officer Date:May 23, 2017 Contra Costa County Subject:Extend Temporary Employment Period for County Retiree Neomi Markison May 23, 2017 Contra Costa County Board of Supervisors 29 BACKGROUND: (CONT'D) in the District Attorney and Superior Court traffic application (AMORS). In January 2016, the AMORS Senior Analyst resigned from County service, with very short notice. The AMORS application is mission-critical system for the Superior Court, especially as on October 1, 2015, the State-mandated Traffic Amnesty program was deployed. As an interim solution to provide system coverage, Mrs. Markison has assumed the role of Senior Analyst, the same position she held prior to her retirement. The DoIT immediately started the recruiting process for a new Senior Analyst for the AMORS application, which requires specialized mainframe knowledge and experience. The DoIT hired a senior analyst for the AMORS application in August 2016. Mrs. Markison will be his/her primary trainer for the AMORS application. Training time for the complex online and batch applications is expected to take 12 to 18 months. Mrs. Markison will also ensure that AMORS daily operations, enhancement requests and user support will not be interrupted. The DoIT has been struggling to attract and retain staff with knowledge and skills related to mainframe technology. With over 30 years of experience in this area, Mrs. Markison is uniquely qualified to perform this training. The Department has no other staff who possess the specialized technical and business knowledge of the County justice systems and who can complete the work that is essential to the continued support of the AMORS application. CONSEQUENCE OF NEGATIVE ACTION: Disapproval of the request will jeopardize the legacy automated systems that are critical to the operation of the Superior Court and the County's law and justice departments, the serious consequences of which cannot be overstated. May 23, 2017 Contra Costa County Board of Supervisors 30 RECOMMENDATION(S): 1. CONSIDER waiving the 180 day 'sit out period' for Olga Adams, Account Clerk-Advanced Level in the Health Services Department; 2. FIND that the appointment of Ms. Adams is necessary to fill a critically needed position; and 3. APPROVE and AUTHORIZE the hiring of retiree Ms. Adams as a temporary employee effective May 24, 2017 through May 23, 2018 as recommended by the Health Services Director. FISCAL IMPACT: Upon approval, this action has an annual cost of approximately $23,500 and the cost will be funded by Enterprise Fund I. BACKGROUND: In the absence of a countywide automated payroll timekeeping system, the Department's payroll clerks manually process APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Jo-Anne Linares, 925-957-5240 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: June McHuen, Deputy cc: D. 5 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Temporary Hire of County Retiree - Waiver of 180-day Sit-out Period May 23, 2017 Contra Costa County Board of Supervisors 31 BACKGROUND: (CONT'D) bi-monthly timesheets and pay warrants for over 4,200 employees. It takes up to one year for a new employee to gain a full understanding of the many and varied complex payroll coding rules including negotiated benefits and differentials. With little notice, Contra Costa Health Services (CCHS) had two payroll clerks retiring in March 2017, including Ms. Adams, and a third payroll clerk accepting a promotional opportunity. In addition, we have two on extended medical leave of absence and have had difficulty retaining qualified payroll clerks due to the complex nature of the work. Staff is continually working overtime including nights and weekends in order to meet County payroll deadlines. Ms. Adams retired from County service on March 30, 2017. She has over 20 years of experience in Contra Costa County and spent the last nine years with Contra Costa Health Services payroll unit. Ms. Adams is uniquely qualified to perform the necessary tasks of ensuring timely and accurate pay warrants for our employees while we recruit, hire and train payroll staff to fill vacancies. CONSEQUENCE OF NEGATIVE ACTION: If this action is not approved, the Health Services Department will not have adequate staff which negatively impacts the accuracy and timeliness of pay warrants. CHILDREN'S IMPACT STATEMENT: May 23, 2017 Contra Costa County Board of Supervisors 32 RECOMMENDATION(S): 1. OPEN the public hearing; RECEIVE public comments, and CLOSE the public hearing. 2. CONSIDER all objections or protests to the Tentative Report. 3. ADOPT the assessment set forth in the Tentative Report. 4. ADOPT Resolution No. 2017/176, confirming the Tentative Report and the assessment set forth therein. FISCAL IMPACT: No General Fund impact. Proposed FY 2017/2018 assessments for CSA EM-1 total $223,164.50 for Zone A and $4,622,210.00 for Zone B. BACKGROUND: Revenues from the CSA EM-1 assessments are used to provide an enhanced countywide emergency medical service system as approved by the voters with the passage of Measure H APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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 Frost, 925-646-4690 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: June McHuen, Deputy cc: Tasha Scott, Marcy Wilhelm, Patti Weisinger D. 6 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:HEARING to consider Tentative Report on proposed assessment for 2017/2018 in County Service Area EM-1 May 23, 2017 Contra Costa County Board of Supervisors 33 BACKGROUND: (CONT'D) in November 1988. Enhanced EMS services include additional staffed paramedic units to respond to 9-1-1 calls; support for firefighter EMS first responder programs, EMS communications and miscellaneous EMS enhancements. The basic assessment rates proposed are $3.94 per single-family residence or benefit unit for Zone A (San Ramon Valley) and $10.00 per single-family residence or benefit unit for Zone B (balance of county). The lower rate for Zone A reflects the fact that certain EMS enhancements are funded by other revenue sources in the San Ramon Valley area. The proposed FY 2017/2018 rates are unchanged from the previous year. After confirmation of the Tentative Report, a Final Report will be prepared in conformance with the official assessment roll for Fiscal Year 2017/2018. The Final Report will then be presented to the Board of Supervisors for confirmation. That confirmation will constitute the levy of the assessment. CONSEQUENCE OF NEGATIVE ACTION: Failure to set the CSA EM-1 assessment rates prior to August 10, 2017, may result in the EM-1 assessments not being included in the property tax bills countywide. CLERK'S ADDENDUM CLOSED the hearing; ADOPTED the assessment set forth in the Tentative Report; and ADOPTED Resolution No. 2017/176, confirming the Tentative Report and the assessment set forth therein; and REFERRED the matter of an increase in the fee to the Finance Committee. AGENDA ATTACHMENTS Resolution No. 2017/176 Tentative Report MINUTES ATTACHMENTS Signed Resolution No. 2017/176 May 23, 2017 Contra Costa County Board of Supervisors 34 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: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/176 In the matter of: Confirmation of Tentative Report for County Service Area EM-1 (Emergency Medical Services) Fiscal Year 2017-18 and Approval of Assessments. WHEREAS, County Service Area EM-1 has been established to provide enhanced emergency medical services as miscellaneous extended services pursuant to the County Service Area Law (Government Code Sections 25210.1 and following); WHEREAS, the Tentative Report for CSA EM-1, Fiscal Year 2017-18 has been filed with the Clerk of the Board pursuant to Ordinance Code Section 1012-2.602; WHEREAS, the Tentative Report sets forth proposed assessments for Zone A and Zone B, which have been established within CSA EM-1 to receive specified miscellaneous services; WHEREAS, notice of a Board hearing on the Tentative Report was published pursuant to Government Code Section 6066; and WHEREAS, at the public hearing, the Board afforded to every interested person an opportunity to protest or object to the Tentative Report, either in writing or orally, and the Board has considered each protest and objection; NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors hereby confirms the Tentative Report for CSA EM-1, Fiscal Year 2017-18, and the assessments identified therein for Fiscal Year 2017-18. Contact: Patricia Frost, 925-646-4690 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: June McHuen, Deputy cc: Tasha Scott, Marcy Wilhelm, Patti Weisinger 5 May 23, 2017 Contra Costa County Board of Supervisors 35 May 23, 2017 Contra Costa County Board of Supervisors 36 May 23, 2017 Contra Costa County Board of Supervisors 37 May 23, 2017 Contra Costa County Board of Supervisors 38 May 23, 2017 Contra Costa County Board of Supervisors 39 May 23, 2017 Contra Costa County Board of Supervisors 40 May 23, 2017 Contra Costa County Board of Supervisors 41 May 23, 2017 Contra Costa County Board of Supervisors 42 May 23, 2017 Contra Costa County Board of Supervisors 43 May 23, 2017 Contra Costa County Board of Supervisors 44 May 23, 2017 Contra Costa County Board of Supervisors 45 May 23, 2017 Contra Costa County Board of Supervisors 46 May 23, 2017 Contra Costa County Board of Supervisors 47 May 23, 2017 Contra Costa County Board of Supervisors 48 May 23, 2017 Contra Costa County Board of Supervisors 49 May 23, 2017 Contra Costa County Board of Supervisors 50 May 23, 2017 Contra Costa County Board of Supervisors 51 RECOMMENDATION(S): 1.OPEN the hearing on the costs of abating a public nuisance on the real property located at 401 Market Ave., Richmond, California, in unincorporated Contra Costa County (APN 409-261-013); 2.RECEIVE and CONSIDER the attached itemized report on the abatement costs and any objections thereto from the property owner or other persons with a legal interest in the property; and CLOSE the hearing. 3.DETERMINE the cost of all abatement work and all administrative costs to be $17,394.69. 4.ORDER the itemized report confirmed and DIRECT that it be filed with the Clerk of the Board of Supervisors. 5.ORDER the costs to be specially assessed against the above-referenced property and AUTHORIZE the recordation of a Notice Of Abatement Lien. FISCAL IMPACT: No net fiscal impact. The costs as determined above will be added to the tax roll as a special assessment on this property and will be collected at the same time and in the same manner as ordinary County taxes are collected. BACKGROUND: Contra Costa County Ordinance Code Article 14-6.4 and California Government Code Section 25845 authorize the recovery of abatement costs in public nuisance cases, the recordation of a Notice of Abatement Lien, and inclusion of abatement costs on the tax roll as a special assessment, upon approval of the Board of Supervisors. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS Contact: Jason Crapo, (925) 674-7722 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: D. 7 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:May 23, 2017 Contra Costa County Subject:Cost Confirmation Hearing for Real Property Located at 401 Market Ave., Richmond, CA. May 23, 2017 Contra Costa County Board of Supervisors 52 BACKGROUND: (CONT'D) The Notice and Order to abate was posted on the above-referenced property for an unsecured vacant property with trash, debris and fire damage caused by multiple arson fires, was served on the property owner and all persons known to be in possession of the property by certified mail on October 10, 2016. The property owner did not file an appeal of the Notice and Order to Abate. The County Abatement Officer abated the nuisance on January 28, 2017. The property owner was billed for the actual cost of the abatement, which included removal of the substandard dwelling, as well as trash and debris, and all administrative costs. The bill was sent by first-class mail to the property owner on February 9, 2017. The property owner did not pay the bill within 45 days of the date of mailing. Notice of this Cost Hearing was sent to the property owner by certified mail by the Clerk of the Board. For proof of service, see Clerk of the Board at 651 Pine Street, Room 106, Martinez, CA. CONSEQUENCE OF NEGATIVE ACTION: If not approved, the County will not be able to recover costs for abatement on code violations for this property. CLERK'S ADDENDUM CLOSED the hearing; DETERMINED the cost of all abatement work and all administrative costs to be $17,394.69; ORDERED the itemized report confirmed and DIRECTED that it be filed with the Clerk of the Board of Supervisors; ORDERED the costs to be specially assessed against the above-referenced property and AUTHORIZED the recordation of a Notice Of Abatement Lien. ATTACHMENTS Itemized Abatement Costs Before and After Photos May 23, 2017 Contra Costa County Board of Supervisors 53 CONTRA COSTA COUNTY DATE: April 13, 2017 TO: Clerk of the Board FROM: Department of Conservation & Development By: Mark Alford, Senior Building Inspector RE: Itemized Report of Abatement Costs The following is an itemized report of the costs of abatement for the below described property pursuant to C.C.C. Ord. Code ' 14- 6.428. OWNER: Leona M. Harmon POSSESSOR: N/A MORTGAGE HOLDER: ABATEMENT ORDERED DATE: October 10, 2016 ABATEMENT COMPLETED DATE: January 28, 2017 SITE ADDRESS: 401 Market Ave., Richmond, CA., 94801-1643 APN#:409-261-013 PROPERTY DESCRIPTION: Residential AMOUNT OF ABATEMENT COSTS (CCC ORDINANCE CODE 14-6.428) ITEM EXPLANATION COST Notice to Comply (include first 2 inspections) $ 250.00 Site Visits (7 x $100 @) $ 700.00 PIRT (Title Search) $ 150.00 Certified Letter & Regular Mailings $ 70.19 Photos $ 10.50 Recording Fees $ 14.00 Contractor hired for abatement $ 15800.00 Final Site Inspection to Confirm Compliance 200.00 Compliance Report and Board Hearing $ 200.00 Total $ 17,394.69 Abatement costs can be paid at or mailed to Department of Conservation and Development, Building Inspection Division, 30 Muir Rd., Martinez, CA 94553. May 23, 2017 Contra Costa County Board of Supervisors 54 401 Market Ave. Richmond, CA., 94801 Before Photos May 23, 2017 Contra Costa County Board of Supervisors 55 May 23, 2017 Contra Costa County Board of Supervisors 56 May 23, 2017 Contra Costa County Board of Supervisors 57 401 Market Ave. Richmond, CA., 94801 After Photos May 23, 2017 Contra Costa County Board of Supervisors 58 May 23, 2017 Contra Costa County Board of Supervisors 59 May 23, 2017 Contra Costa County Board of Supervisors 60 RECOMMENDATION(S): Adopt Resolution No. 2017/174 approving the side letter between Contra Costa County and Public Employees, Local One to add Section 13.3 - Vacation Accrual Rates for the Community Services Bureau Unit to the Memorandum of Understanding between Contra Costa County and Public Employees Union, Local One, for the period of July 1, 2016 through June 30, 2019, and to make other non-substantive corrections. FISCAL IMPACT: None. Action is administrative. BACKGROUND: A recent review of the Local One MOU revealed that the following sections need to be corrected. I. Update Section 1 – Union Recognition to change the name of the Family & Children Services Unit to Community Services Bureau Unit. II. Update Section 13.3 – Vacation Accrual Rates by adding the vacation accrual rate table for the Community Services Bureau Unit and removing the Community Services Bureau Unit from Section 13.3.A. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Glynis Hughes (925) 335-1784 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: June McHuen, Deputy cc: Robert Campbell, County Auditor-Controller, Dianne Dinsmore, Human Resources Director D. 8 To:Board of Supervisors From:David Twa, County Administrator Date:May 23, 2017 Contra Costa County Subject:Local One Corrections to 2016-2019 MOU May 23, 2017 Contra Costa County Board of Supervisors 61 BACKGROUND: (CONT'D) > III. Update Attachment A – Class and Salary Listing to correct the following unit titles: Agriculture and Animal Control Unit to Agriculture and Animal Services Unit Family and Children Services to Community Services Bureau Unit CONSEQUENCE OF NEGATIVE ACTION: Memorandum of Understanding between Contra Costa County and Public Employees Union, Local One will not include the correct Unit titles and the Community Services Bureau employees will not receive the proper vacation accruals. AGENDA ATTACHMENTS Resolution No. 2017/174 Side Letter MINUTES ATTACHMENTS Signed Resolution No. 2017/174 May 23, 2017 Contra Costa County Board of Supervisors 62 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: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/174 In The Matter Of: Approving the Side Letter between Contra Costa County and Public Employees Union, Local One, to amend the MOU by adding Section 13.3 - Vacation Accrual Rates for the Community Services Bureau Unit and other administrative changes The Contra Costa County Board of Supervisors acting in its capacity as Governing Board of the County of Contra Costa and all districts of which it is the ex-officio governing Board RESOLVES THAT: Effective following approval of the Board of Supervisors, the attached Side Letter of Agreement dated May xx, 2017, between Contra Costa County and Public Employees Union, Local One be ADOPTED. Contact: Glynis Hughes (925) 335-1784 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: June McHuen, Deputy cc: Robert Campbell, County Auditor-Controller, Dianne Dinsmore, Human Resources Director 5 May 23, 2017 Contra Costa County Board of Supervisors 63 May 23, 2017 Contra Costa County Board of Supervisors 64 May 23, 2017 Contra Costa County Board of Supervisors 65 May 23, 2017 Contra Costa County Board of Supervisors 66 RECOMMENDATION(S): ADOPT Resolution No. 2017/173 approving Annexation No. 5 to Flood Control District Drainage Area 67A (DA 67A) and the Levy of Annual Benefit Assessments for Financing Drainage and Flood Control Services, Minor Subdivision 802-08, Walnut Creek area, CP# 17-12. DETERMINE that the activity is not subject to the California Environmental Quality Act (CEQA), pursuant to Article 5, Section 15061(b)(3) of the CEQA Guidelines, and DIRECT the Director of the Conservation and Development Department to file a Notice of Exemption with the County Clerk and, AUTHORIZE the Public Works Director/Chief Engineer, or designee, to arrange for payment of a $25 fee to the Conservation and Development Department for processing, and a $50 fee to the County Clerk for filing the Notice of Exemption. FISCAL IMPACT: The proposed annual assessment is levied $185.97 per each lot. Funds will be collected in DA 67A for use to perform annual maintenance of DA 67A facilities. (100% Drainage Area 67A) APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Tim Jensen, (925) 313-2390 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: June McHuen, Deputy cc: Laura Strobel, County Administrator's Office, Robin Cantu, County Assessor’s Office, Bob Campbell, County Auditor–Controller’s Office, Jennifer Webber, County Auditor–Controller’s Office, Brice Bins, County Treasurer–Tax Collector, Mike Carlson, Deputy Chief Engineer, Tim Jensen, Flood Control, Rene Urbina, Flood Control, Beth Balita, Finance, Crystal O’Dell, Flood Control, Catherine Windham, Flood Control D. 9 To:Contra Costa County Flood Control District Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:Hearing to approve Annexation No. 5 to Drainage Area 67A, for Minor Subdivision 802-08, Walnut Creek area. Project No. 7575-6D8166, CP #17-12 May 23, 2017 Contra Costa County Board of Supervisors 67 BACKGROUND: The City of Walnut Creek conditioned Minor Subdivision 802-08 to annex into DA 67A. Minor Subdivision 802-08 benefits from DA 67A facilities and is conditioned to annex into DA 67A to pay for its fair share of maintenance of these facilities. On April 18, 2017, the Board adopted Resolution No. 2017/121 announcing its intention to annex to DA 67A three new lots created by Minor Subdivision 802-08 and to levy annual benefit assessments for the purpose of financing the maintenance and operation costs of the drainage and flood control services provided to said real property and fixing a public hearing on May 23, 2017, on the proposed annexation. Ballots were mailed to the current property owners per State Law. Prior to this hearing, the Chief Engineer, Flood Control and Water Conservation District, certified that the ballots submitted were in favor of the proposed assessments, exceeding those submitted in opposition to the proposed assessments. CONSEQUENCE OF NEGATIVE ACTION: If not approved, DA 67A will not receive necessary funding for maintenance of facilities and the final map for Minor Subdivision 802-08 will not be approved. CLERK'S ADDENDUM CLOSED the hearing; ADOPTED Resolution No. 2017/173 approving Annexation No. 5 to Flood Control District Drainage Area 67A (DA 67A) and the Levy of Annual Benefit Assessments for Financing Drainage and Flood Control Services, Minor Subdivision 802-08, Walnut Creek area, CP# 17-12; DETERMINED that the activity is not subject to the California Environmental Quality Act; DIRECTED the Director of the Conservation and Development Department to file a Notice of Exemption with the County Clerk; and AUTHORIZED the Public Works Director/Chief Engineer, or designee, to arrange for payment of a $25 fee to the Conservation and Development Department for processing, and a $50 fee to the County Clerk for filing the Notice of Exemption. AGENDA ATTACHMENTS Resolution No. 2017/173 CEQA Exhibit A Exhibit B MINUTES ATTACHMENTS Signed Resolution No. 2017/173 May 23, 2017 Contra Costa County Board of Supervisors 68 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: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/173 In The Matter Of: Adopting this Resolution approving Annexation No. 5 to Flood Control District Drainage Area 67A and the Levy of Annual Benefit Assessments for Financing Drainage and Flood Control Services, Minor Subdivision 802-08, Walnut Creek Area (100% DA 67A Fees) The Board of Supervisors of Contra Costa County, as the governing body of the Flood Control and Water Conservation District, RESOLVES as follows: On April 18, 2017, the Board adopted Resolution No. 2017/121 announcing its intention to annex Minor Subdivision 802-08 to Drainage Area 67A containing the real property described in Exhibit A, attached hereto, and to levy annual benefit assessments for the purpose of financing the maintenance and operation costs of the drainage and flood control services provided to said real property, and fixing a public hearing on May 23, 2017, on the proposed annexation, change in drainage area boundaries, and annual benefit assessments; and At the time and place fixed for said public hearing, the Board heard all persons interested in or affected by the proposed change in drainage area boundaries, heard all relevant evidence for or against the annexation petition, heard and considered any objections or protests to the proposed annual benefit assessments, permitted all interested persons to present oral or written testimony, and certified the tabulation of the assessment ballots submitted by the owners of the real property described in Exhibit A, attached hereto; and Pursuant to Resolution No. 2017/121, the Chief Engineer, Flood Control and Water Conservation District, tabulated the assessment ballots prior to the public hearing and presented the results to the Board at the public hearing; and At the conclusion of the hearing, with the assessment ballots weighted according to the proportional financial obligation of the affected property, the ballots submitted in favor of the proposed assessments exceeded those submitted in opposition to the proposed assessments; and It appears from the affidavits of publication and mailing on file with the Board that all notices required to be given for such hearing have been duly and regularly given and all procedures to be followed have been followed, all in accordance with Sections 3.3 and 12.7 of the Contra Costa County Flood Control and Water Conservation District Act (West’s Wat. Code App., §§ 63-3.3 and 63-12.7), in accordance with Government Code Section 53753 (Proposition 218 Omnibus Implementation Act), and in accordance with the provisions of Resolution No. 2017/121; and The Chief Engineer, Flood Control and Water Conservation District, has previously filed with the Clerk of the Board the written report required by Government Code Section 54716(a) (Benefit Assessment Act of 1982) and Section 4(b) of Article XIII D of the California Constitution (Right to Vote on Taxes Act) describing the annual benefit assessments for drainage and flood control services proposed to be levied against the real property described in said report and Exhibit A, attached hereto. NOW, THEREFORE, the Board FINDS, RESOLVES, and DETERMINES as follows: The Board FINDS that all of the foregoing recitals are true and correct. The Board FINDS that the activity, annexation to Flood Control Drainage Area 67A and adoption of annual benefit assessments, is not subject to the California Environmental Quality Act (CEQA) pursuant to Article 5, Section 15061(b)(3), of the CEQA 5 May 23, 2017 Contra Costa County Board of Supervisors 69 is not subject to the California Environmental Quality Act (CEQA) pursuant to Article 5, Section 15061(b)(3), of the CEQA Guidelines. This Board hereby DIRECTS the Director of Community Development to file a Notice of Exemption with the County Clerk. This Board hereby AUTHORIZES the Chief Engineer to arrange payment of the $25 handling fee to the County Clerk for filing the Notice of Exemption. The Board FINDS that a majority protest, as defined in Government Code Section 53753(e) and Section 4(e) of Article XIII D of the California Constitution, does not exist. The Board FINDS that the proposed annexation is for the best interests of the drainage area and hereby ORDERS that the real property described in Exhibit A, attached hereto, is annexed to Contra Costa County Flood Control and Water Conservation District Drainage Area 67A, subject to the requirement that the owners of the annexed land pay the annual benefit assessments described below. The Board DETERMINES and IMPOSES the annual benefit assessments set forth in the above-described report, a copy of which is attached hereto as Exhibit B, and DIRECTS that said benefit assessments be levied against the real property described in Exhibit A, attached hereto, and that the assessments be collected in the same manner and subject to the same penalties and priority of lien, as other charges and taxes fixed and collected by the County, as provided by Government Code Section 54718. The annual benefit assessments shall be payable as follows: 1. All new lots shall be assessed in the fiscal year following the filing of the final map creating said lots; 2. All existing lots that receive impervious surfaces shall be assessed in the fiscal year following the construction of impervious surfaces; 3. As provided in Government Code Section 54717(b), the Board may annually determine and impose subsequent annual assessments, but such assessments shall not exceed a maximum of $93.52 per IAU, as adjusted for inflation from 1988 forward by the State of California, (Caltrans) published “Price Index for Selected California Construction Items.” Contact: Tim Jensen, (925) 313-2390 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: June McHuen, Deputy cc: Laura Strobel, County Administrator's Office, Robin Cantu, County Assessor’s Office, Bob Campbell, County Auditor–Controller’s Office, Jennifer Webber, County Auditor–Controller’s Office, Brice Bins, County Treasurer–Tax Collector, Mike Carlson, Deputy Chief Engineer, Tim Jensen, Flood Control, Rene Urbina, Flood Control, Beth Balita, Finance, Crystal O’Dell, Flood Control, Catherine Windham, Flood Control May 23, 2017 Contra Costa County Board of Supervisors 70 May 23, 2017 Contra Costa County Board of Supervisors 71 May 23, 2017 Contra Costa County Board of Supervisors 72 May 23, 2017 Contra Costa County Board of Supervisors 73 May 23, 2017 Contra Costa County Board of Supervisors 74 May 23, 2017 Contra Costa County Board of Supervisors 75 May 23, 2017 Contra Costa County Board of Supervisors 76 May 23, 2017 Contra Costa County Board of Supervisors 77 May 23, 2017 Contra Costa County Board of Supervisors 78 May 23, 2017 Contra Costa County Board of Supervisors 79 May 23, 2017 Contra Costa County Board of Supervisors 80 May 23, 2017 Contra Costa County Board of Supervisors 81 May 23, 2017 Contra Costa County Board of Supervisors 82 ENGINEER’S REPORT FOR ANNEXATION #5 TO CONTRA COSTA FLOOD CONTROL AND WATER CONSERVATION DISTRICT DRAINAGE AREA 67A PREPARED BY THE STAFF OF THE CONTRA COSTA COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT 255 GLACIER DRIVE MARTINEZ, CA 94553 March 2017 May 23, 2017 Contra Costa County Board of Supervisors 83 1. RECOMMENDATION: It is recommended that the Board of Supervisors authorize Annexation Number 5 to Drainage Area 67A and that the benefit assessments pursuant to the Benefit Assessment Act of 1982, Government Code Sections 54703 through 54720, inclusive, be adopted for the area to be annexed. 2. DRAINAGE AREA LOCATION: Flood Control and Water Conservation District (District) Drainage Area 67A, formed on June 23, 1987, per Board of Supervisors Resolution No. 87/391 consists of a portion of the Tice Creek watershed in the vicinity of Walnut Creek. The specific location of the areas to be annexed are described in Exhibit A and shown in other exhibits on file for Minor Subdivision 802-08 in the Flood Control Engineering division of the Public Works Department. 3. ANNEXATION AREA: The proposed annexation consists of three lots within Minor Subdivision 802-08 that contain approximately 3.4 acres. The lots are 50,142, 48,237, and 49,000 sq. ft., respectively. 4. REASON FOR ANNEXATION: Tice Creek has a long history of flooding and inundation. The stormwater runoff from additional development within the watershed will compound the flooding problem. The Rossmoor detention basin, located near Tice Valley Road at Rossmoor Parkway, limits the stormwater flow reaching Tice Creek. The benefit received by reduction of flow to Tice Creek reduces the impact of the increase in stormwater created by additional development in the watershed, whether upstream or downstream of this detention basin. Therefore, all developments within the Tice Creek watershed benefit to a large degree by the existence of the Rossmoor detention basin. Like all man-made facilities, the detention basin requires annual maintenance to ensure that it operates as designed. It is, therefore, equitable in the opinion of the District that all properties benefitting by the existence of the detention basin pay a fair share toward its annual maintenance. Therefore, District staff recommends that subdivisions and other developments that will increase the stormwater flow to Tice Creek channel be annexed to Drainage Area 67A and have the benefit assessment levied. The annexation to Drainage Area 67A provides a legal entity under which the benefit assessment for maintenance of the detention basin and storm drains can be levied, after a vote has been taken. 5. FACILITIES TO BE MAINTAINED: Monies collected will be used for the maintenance of the detention basin and operation of the Drainage Area. Maintenance will include, among other things, silt removal, bank repair, landscaping, irrigation water, and weed removal. 6. ESTIMATE OF ANNUAL COSTS: The surface area of the detention basin to be maintained is approximately 5.3 acres in size. The estimated fiscal year 2017-18 maintenance budget for this basin is approximately $81,000. A breakdown of these costs is as follows: May 23, 2017 Contra Costa County Board of Supervisors 84 A. Trash rack and fence maintenance $9,000.00 B. Sediment removal $28,000.00 C. Vegetation management $32,000.00 D. Inspection and investigation $12,000.00 Estimated Total Annual Costs $81,000.00 7. ANNUAL BENEFIT ASSESSMENT: The Annual Benefit Assessment to be assigned to each of the parcels of the area to be annexed should be based upon its prorated share of the stormwater runoff. Its proportional share is determined by the amount of impervious area to be created on each parcel. Attached is Table A, which is a summary of the three parcels to be annexed to Drainage Area 67A. Table A also indicates the impervious area to be created by each parcel of land. The table indicates that the parcels to be created will generate a total of an additional 24.12 impervious area units (IAU). Each IAU is 1,000 sq. ft. of impervious area. 8. BENEFIT ASSESSMENT IMPLEMENTATION: The annexation to Drainage Area 67A provides funding for the maintenance of the detention basin and associated drainage structures. The annexation also provides that a levy be authorized by a vote of the various properties involved in the annexation. Staff recommends that: 1) all new parcels be assessed in the fiscal year following the filing of the parcel/final map; 2) all existing parcels of land containing impervious areas be assessed in the fiscal year following the filing of the final map; and, 3) that a vote of the property owners involved in the annexation be held to allow a maximum benefit assessment of $93.52 per IAU to be adopted, such maximum to be utilized in case of a need for emergency repairs to the basin and subject to annual adjustment to account for inflation (per Caltrans’ published “Price Index for Selected California Construction Items” or equivalent). TJ:cw G:\fldctl\CurDev\DA Annexations\DA 67A - MS 802-08\Annexation #5 Engineer's Report.doc 3/28/17 May 23, 2017 Contra Costa County Board of Supervisors 85 Table A Drainage Area 67A Annexation Number 5 (1) Parcel Designation (2) Parcel Size (square feet) (3) Number of IAU per Parcel* (4) FY 17-18 Maintenance Cost Per IAU** (5) FY 16-17 Assessment (Col. 3 x Col. 4) (6) Maximum Assessment*** (Col. 3 x $93.52) Lot B MS 802-08 50,142 7.71 $24.12 $185.97 $721.04 Lot C MS 802-08 48,237 7.71 $24.12 $185.97 $721.04 Lot D MS 802-08 49,000 7.71 $24.12 $185.97 $721.04 Total 23.13 Current DA 67A IAU 3335.69 New DA 67A IAU 3358.82 Notes: * Source: Average Impervious Surface Amounts, Report on Impervious Surface Drainage Fee Ordinance, January 5, 1982, Table 8. ** Maintenance Cost per IAU = Total Maintenance Cost of $81,000 / Total number of IAU’s. *** Maximum Assessment determined by adjusting the maximum assessment approved in DA 67A formation document ($50) by Caltrans “Price Index for Selected California Construction Items” to current year, resulting in $93.52. Maximum assessment value is updated annually. May 23, 2017 Contra Costa County Board of Supervisors 86 RECOMMENDATION(S): ACCEPT presentation by Bay Conservation and Development Commission (BCDC) on the Adapting to Rising Tides study and INVITE BCDC to extend the study to eastern Contra Costa County, as recommended by the Ad Hoc Committee for the Northern Waterfront Economic Development Initiative. FISCAL IMPACT: The fiscal impact of participating in the extension of the Adapting to Rising Tides study to eastern Contra Costa County will be zero or minimal as a grant from the Delta Stewardship Council would include $10,000 to cover time for County staff. Costs involved with pursuing implementation of concepts addressed by ART would depend upon the actions selected to be taken and the County's role in them. BACKGROUND: Early in 2015, the Bay Conservation and Development Commission (BCDC) convened and staffed a planning process, Adapting to Rising Tides (ART), to understand how current and future coastal and river flooding may affect communities and shoreline in Contra Costa County from Richmond to Bay Point. The project investigated how flooding may impact transportation and utility networks, industrial facilities and employment sites, residential neighborhoods and community facilities, and shoreline park and recreation facilities. The project considered the consequences of flooding, both within and beyond the project area, and in particular the potential for disproportionate APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Jody London, 925-674-7871 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: June McHuen, Deputy cc: D.10 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:May 23, 2017 Contra Costa County Subject:ACCEPT the Adapting to Rising Tides study and INVITE BCDC to extend the study to eastern Contra Costa County. May 23, 2017 Contra Costa County Board of Supervisors 87 BACKGROUND: (CONT'D) impacts on certain community members. Data from the study will inform the upcoming update of the County's General Plan, particularly the safety element, and may be used by the County and other jurisdictions and organizations in the study area to help guide a number of long range planning and investment decisions. County staff from several departments participated in ART, including staff from the Departments of Conservation and Development (DCD), Public Works, Health Services, and the Office of Emergency Services. Staff from the Cities of El Cerrito, Richmond, San Pablo, Pinole, Hercules, Martinez, Concord, and San Pablo participated, as well as affected water districts, sanitary districts, the East Bay Regional Park District, Mosquito and Vector Control, the Resource Conservation District, transit providers, regional agencies, State agencies, federal agencies, railroads, PG&E, refineries, other large industrial facilities, and community organizations. The ART planning process concluded in November 2016. BCDC staff will present to the Board of Supervisors the study results. In addition to summarizing results of the ART process, the presentation will also discuss potential next steps. There may be a further role for the County in participating in or helping coordinate interagency adaptation to rising sea levels, but what this role is, who would perform it, and how this would be paid for have yet to be determined. The ART study area did not include the eastern part of Contra Costa County. That region is not in BCDC's jurisdiction, even though it will likely experience rising tides due to climate change. The Delta Stewardship Council has approached County staff and BCDC about extending the study to the eastern part of the County, and has funding for this purpose. Staff finds this to be an exceptional opportunity to extend the study at little or no cost to the County. This will assist the cities in eastern Contra Costa County as well as the County and other stakeholders. Although this area is not in BCDC's jurisdiction, BCDC is best positioned to continue the work it started with the western part of the County. When performing studies outside of its geographical boundaries, BCDC requests that affected cities and counties request BCDC's involvement. This opportunity was discussed with the Ad Hoc Committee on the Northern Waterfront Economic Development Initiative. That Committee recommends that the Board of Supervisors invite BCDC to extend the ART planning process to eastern Contra Costa County. CONSEQUENCE OF NEGATIVE ACTION: Failure to take action would result in the ART study not being extended to eastern Contra Costa County and the County and BCDC losing access to funding from the Delta Stewardship Council for this work. CHILDREN'S IMPACT STATEMENT: N/A. ATTACHMENTS ART Powerpoint Presentation May 23, 2017 Contra Costa County Board of Supervisors 88 www.adaptingtorisingtides.orgAdapting to Rising TidesA regional program that uses findings, processes, tools and relationships built by ART and its partners to lead and support efforts that increase the resilience of Bay Area communities to sea level rise and storm eventsSan Francisco Bay Conservationand Development Commission1May 23, 2017Contra Costa County Board of Supervisors89 What is Adapting to Rising Tides?A Bay Area Program that:oProvides guidance and support for adaptation at all scales - local, regional, state and federaloDevelops, leverages and identifies best available data, information and researchoBuilds and supports partnerships with agencies and organizations oIdentifies challenging issues or regional priorities that need further assessmentoContinues to refine adaptation practices to ensure outcomes support taking action2May 23, 2017Contra Costa County Board of Supervisors90 The Adapting to Rising Tides ApproachIntegrates equity, economy, environment and governance from start to finishCan be applied to different geographies, sectors and hazardsConvenes and engages a working group to build local capacity and ensure outcomes resonate locallyResults in a robust and transparent vulnerability assessment that makes the case for adaptationEstablishes a clear roadmap for actors at all scales to take actionThe ART Approach3May 23, 2017Contra Costa County Board of Supervisors91 Local-scale projectsAlameda CountyContra Costa CountyHayward Shoreline Resilience StudyOakland/Alameda Shoreline Resilience StudyRegional-scale projectsStronger Housing, Safer CommunitiesHazard Mitigation and Adaptation PlansRegional Sea Level Rise and Shoreline Overtopping Maps and AnalysisSector-specific projectsEBRPD Shoreline ParksBay Area Transportation Climate ResilienceCCJPA Intercity Rail Hot Spots AssessmentCorte Madera BaylandsTidal Creeks and Flood Control ChannelsART Program Projects4May 23, 2017Contra Costa County Board of Supervisors92 ART Program in Contra CostaThe ART Program team used findings, tools and processes from previous ART-lead and supported projects to jumpstart the Contra Costa ART projectPrevious work made every step more efficient and effective, including:oIdentification of current and future floodingoWorking group identification and participationoAdaptation planning processoAdaptation response developmentART ContraCosta Project5May 23, 2017Contra Costa County Board of Supervisors93 Flooding Impacts and ScenariosoMore frequent flooding of existing flood-prone areasoFlooding in areas that are not currently at riskoElevated groundwaterand increased salinity intrusionoPermanent inundation along the shoreline, in particular tidal wetland systemsoShoreline erosion and overtoppingImpacts from coastal and/or riverine flood events including:6May 23, 2017Contra Costa County Board of Supervisors94 NOAA SLR ViewerCoastal Flooding7May 23, 2017Contra Costa County Board of Supervisors95 NOAA SLR ViewerRiverine Flooding8May 23, 2017Contra Costa County Board of Supervisors96 Coastal + Riverine Flooding Studies where available, best professional judgment based on current mapping, or new investigations where feasible9May 23, 2017Contra Costa County Board of Supervisors97 Project AreaART ContraCosta ProjectThe shoreline from Richmond to Bay Point, including areas potentially exposed to current and future coastal and riverine flooding10May 23, 2017Contra Costa County Board of Supervisors98 oA diverse and capable stakeholder working groupoEight project resilience goals that touch on all four frames of sustainabilityWorking Group and Resilience GoalsART ContraCosta Project11May 23, 2017Contra Costa County Board of Supervisors99 Stakeholder Working GroupoSpecial Districts: Water, Wastewater, ParksoRegional, State and Federal Agencies: ABAG, MTC, Congestion Management/Transportation, NOAA, FEMAoPrivate Entities and Non-Governmental Organizations: Power, rail, refineries, industrial alliances and councils, community based organizationsART ContraCosta ProjectoCounty Agencies: Conservation and Development, Flood Control, Public Works, Health Services, Mosquito and Vector Control, Office of Emergency ServicesoCities: Planning and Public Works12May 23, 2017Contra Costa County Board of Supervisors100 Many Sectors and AssetsCommunity CharacteristicsIndividuals, households, neighborhoodsResidential HousingSingle-family, multi-family, mobile homesCommunity Facilities and ServicesPublic health infrastructureEmergency facilities and servicesWaste collection and transfer stationsBusiness and Industrial Land UsesCommercial land usesIndustrial land usesBrownfieldsHazardous Materials SitesLandfills (closed and open)Parks and Recreation FacilitiesShoreline parksMarinasWater ManagementWater supplyWastewaterFlood managementStormwater infrastructureNatural ShorelinesTidal wetlandsTransportationPassenger and freight railLocal, state, interstate roadsBay trailSeaport (Port of Richmond)Marine oil terminalsEnergy and Fuel SupplyPipelinesRefineriesPower generation & distributionART ContraCosta Project13May 23, 2017Contra Costa County Board of Supervisors101 oLocally refined ART sea level rise maps and shoreline overtopping analysis Contra Costa MappingART ContraCosta ProjectAdapting to Rising TidesContra Costa County Sea Level Rise Vulnerability AssessmentFinal Report • February 201614May 23, 2017Contra Costa County Board of Supervisors102 Sea Level Rise Inundation Mapping High tide with 77” SLR Permanent Inundationor100-year tide with 36” SLR50-year tide with 48” SLRTemporary FloodingEquivalent Water LevelsART ContraCosta Project15May 23, 2017Contra Costa County Board of Supervisors103 Location and elevation of seven shoreline defense types that can prevent inland flooding:• Engineered Flood Protection• Engineered Shoreline Protection• Embankments• Transportation Structures• Non Engineered Berms• Wetlands• Natural Shoreline/BeachShoreline MappingART ContraCosta Project16May 23, 2017Contra Costa County Board of Supervisors104 Shoreline Overtopping AnalysisART ContraCosta Project17May 23, 2017Contra Costa County Board of Supervisors105 Analysis of Flood ManagementThe ART team worked with local flood managers to assess the tidal portion of eight flood control creeks:oAlhambraoPinoleoRefugiooRheemoRodeooWildcatoSan PablooLower Walnut Creek500-year floodplain100-year floodplainSea level rise maps may underestimate future flood risk: watershed-specific studies are neededRodeo Current flood riskRodeo Future flood riskART ContraCosta Project18May 23, 2017Contra Costa County Board of Supervisors106 Analysis of Industrial Land Uses19May 23, 2017Contra Costa County Board of Supervisors107 Analysis of Industrial Land UsesART ContraCosta ProjectKey Issues:While heavy industry comprises the majority of the acres at risk, light industrial comprises the majority of parcels at riskAbout half of the light industrial parcels at risk are not in the current 100-year floodplain and therefore property owners and site operators may not be prepared for, or aware of, the flood risk they may face in the futureo128 industrial parcels in the project area are in the 100-year floodplain:• ½ are heavy and ½ are light industrial•⅔ may experience more extensive or frequent flooding as sea level riseso137 parcels not in the current floodplain could experience flooding as sea levels rise – most of these are light industrialwww.greystone-commercial.com20May 23, 2017Contra Costa County Board of Supervisors108 Analysis of Natural Areas / Tidal MarshesFuture Tidal Marshes Example: Point Edith MarshMarsh habitat predicted to downshiftBird populations predicted to declinePoint Blue Future SF Bay Tidal Marsheshttp://data.prbo.org/apps/sfbslrART ContraCosta Project21May 23, 2017Contra Costa County Board of Supervisors109 Analysis of Natural Areas / Tidal Marshes2030205020702090Fifteen tidal marshes were evaluated using Point Blue’s Future SF Bay Marshes Tool (high sea level rise rate and low sediment supply scenarios)http://data.prbo.org/apps/sfbslrART ContraCosta Project22May 23, 2017Contra Costa County Board of Supervisors110 Six key planning issuesContra Costa Critical IssuesART ContraCosta ProjectoWater-dependent IndustriesoEmployment SitesoCreek-side CommunitiesoAccess to ServicesoAd-hoc Flood ProtectionoParks and Open Spaces 23May 23, 2017Contra Costa County Board of Supervisors111 City of RichmondClimate Change Adaptation StudyVulnerabilitiesoInformationoPhysical and Functional QualitiesoGovernanceoManagement ControlConsequencesoEconomyoEnvironment oGovernanceoPeople (Society and Equity)90 Priority ActionsoAwareness and EducationoMitigation and Risk ReductionoCommunity PreparednessContra Costa Planning ActionsART ContraCosta ProjectMay 23, 2017Contra Costa County Board of Supervisors112 Focus Area: Lower Walnut CreekoCross pollinationoLWC project provided input, inventory, and modelling data to ARToAsset Profile Sheet (one of many for ART)ART ContraCosta Project25May 23, 2017Contra Costa County Board of Supervisors113 Contra Costa Outreach ActionsoEducate facility owners, site operators, private business owners, and the general public about the risks of, and how to respond to, current and future floodingoEncourage facilities that could be exposed to flooding to reduce the amount of hazardous materials stored on site pecpa.orgEducation and OutreachART ContraCosta Project26May 23, 2017Contra Costa County Board of Supervisors114 Contra Costa Watershed ActionsoAnalyze watersheds at risk to identify opportunity sites where green infrastructure or nature-based solutions can improve system-wide capacity to accommodate sea level and groundwater riseoEducate residents and property owners about the need to improve stormwater and flood management systems so they support bond initiatives and assessmentsoActively monitor tidal marshes to detect when intervention is necessary before thresholds of change are surpassedoCollaborate on hydrologic, geomorphic, and ecological studies that will help to determine the feasibility of nature-based adaptation optionsART ContraCosta Project27May 23, 2017Contra Costa County Board of Supervisors115 Contra Costa Policy ActionsART ContraCosta ProjectoAssist facilities with incorporating sea level rise, storm events, and elevated groundwater in emergency plans,facility operations plans, and capital improvement plansoPrioritize the remediation of contaminated sites based on the timing of exposure, degree of vulnerability, and extent of the consequenceoEvaluate and recommend new standards and practices for facilities that are vulnerable to current and future floodingwww.jjay.cuny.eduPossible Plan and Policy Actions28May 23, 2017Contra Costa County Board of Supervisors116 Contra Costa Priority ActionsART ContraCosta ProjectAction #1 -Develop and disseminate guidance to business and industry on the best practices for reducing the potential impacts of flooding and sea level rise on their facilities and the services and systems they rely onAction #2 -Create a public-private shoreline working group tasked with developing a plan to fund and implement integrated shoreline solutions to reduce flood riskAction #3 -Develop a county-wide program to monitor, maintain, and repair (as feasible) at risk shorelines most in need of intervention Action #4 -Establish a public-private partnership to better understandthe consequences of flooding on commercial and industrial supply chains, employee access to job sites and the regional transportation networks goods and commuters rely on29May 23, 2017Contra Costa County Board of Supervisors117 Next StepsART ContraCosta ProjectHow can the ART Program help to advance action in Contra Costa County?oComplete mapping and assessment for the entire county (Eastern portion)oWork together to identify focus areas for strategy developmentoContinue to present to a variety of audiences within the countyoDevelop language and approaches for plan updates, capital planning, mainstreaming into organizationsoPrioritize action for critical assets and disadvantaged community members30May 23, 2017Contra Costa County Board of Supervisors118 Adapting to Rising TidesThank you! Lindy Lowe415-352-3642www.adaptingtorisingtides.comART ContraCosta Project31May 23, 2017Contra Costa County Board of Supervisors119 RECOMMENDATION(S): 1. OPEN the public hearing on Ordinance No. 2017-11; RECEIVE testimony and CLOSE the public hearing. 2. FIND that adoption of Ordinance No. 2017-11 is exempt from environmental review under the California Environmental Quality Act (California Code of Regulations, Title 14, Section 15282(h), and Section 15061(b)(3)). 3. ADOPT Ordinance No. 2017-11 establishing regulations and permitting procedures for accessory dwelling units. 4. DIRECT staff to examine the issue of short-term rentals and report to the Board by September 2017 with policy recommendations. 5. DIRECT the Department of Conservation and Development Director, or his designee, to file a Notice of Exemption with the County Clerk-Recorder. FISCAL IMPACT: The costs of preparing this ordinance have been funded by the Department of Conservation and Development's Land Development Fund. The cost of processing accessory dwelling unit applications will be 100% funded by application fees. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Telma Moreira 925-674-7783 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: June McHuen, Deputy cc: D.11 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:May 23, 2017 Contra Costa County Subject:Hearing to consider adopting Ordinance No. 2017-11 establishing regulations and permitting procedures for accessory dwelling units May 23, 2017 Contra Costa County Board of Supervisors 120 BACKGROUND: On September 27, 2016, Assembly Bill 2299 and Senate Bill 1069 were approved by the Governor. The bills amended Government Code section 65852.2 regulating the establishment of accessory dwelling units (ADUs, formerly designated as residential second units), effective January 1, 2017. As determined by the State legislature, ADUs are a valuable form of housing in California and an effective tool in combatting the housing shortage in the state. ADUs provide housing for family members, students, the elderly, in-home health care providers, the disabled, and others at below market prices within existing neighborhoods. State law requires local ordinances regulating ADUs to comply with Government Code section 65852.2, as amended. In response, the County initiated this zoning code amendment to amend the County’s existing residential second unit ordinance, found in Chapter 82-24 of the County Ordinance Code, and portions of the Kensington (-K) combining district Ordinance as it relates to ADUs. KEY COMPONENTS OF THE CHANGES PROPOSED IN THE ADU ORDINANCE In accordance with Government Code section 65852.2, proposed Ordinance No. 2017-11 provides for a ministerial process to approve ADUs including, specifically, ADUs resulting from an internal conversion. The proposed ordinance also provides more lenient off-street parking requirements including allowing parking within the setbacks and, in some instances, exempting ADUs from off-street parking requirements. Ministerial approval of ADUs resulting from an internal conversion: An application to establish an ADU will be ministerially approved if the ADU: is within a single-family residential zone; is contained within the existing space of a single-family residence or accessory structure; has independent exterior access; has side and rear setbacks sufficient for fire safety; and meets all applicable building standards, and all applicable sewage and water requirements. Exemption from off-street parking requirements Off-street parking will not be required for an ADU if the ADU is located within: one-half mile of public transit; an architecturally and historically significant historic district; a permit-parking area but an on-street parking permit is not available to the occupant of the ADU; or one block of a care share vehicle pick-up location. Modifications proposed for the Kensington (-K) combining district Ordinance The current Kensington (-K) combining district Ordinance requires new construction, including ADUs, to undergo a discretionary design review. The proposed ordinance would exempt ADUs in the -K District from the discretionary design review in compliance with Government Code section 65852.2. However, the discretionary design review served policies of the County General Plan. The Land Use Element of the County General Plan includes the following policies that relates to the Kensington area: Policy 3-194. Allow for the review of new residential development that provides reasonable protection for existing residences in the Kensington Community with regards to: views, design compatibility (including bulk, size, and height), adequate parking, privacy, and access to sunlight. Policy 3-195. Preservation of view of scenic natural resources (e.g. bay, mountains) and the developed environment (e.g. bridges, city skyline) should be incorporated in the review of development applications. Policy 3-197. New residential development will be reviewed against realistic impacts of privacy and sunlight on surrounding neighbors. May 23, 2017 Contra Costa County Board of Supervisors 121 The Kensington design review served to review potential impacts to sun light and obstruction of views into neighboring properties. The proposed ordinance would provide restrictions specific to the K-District that will apply to the lot size, unit size, and height, of ADUs in recognition of the County General Plan policies affecting the Kensington area. The table below shows a comparison of all of the proposed county-wide changes versus changes proposed for the Kensington area. Summary of The Modifications Proposed in the ADU Ordinance: Existing County Wide Proposed County Wide Proposed Kensington Min. Lot*6,000 sq. ft 6,000 sq. ft.10,000 sq.ft. Max sq.ft. detached 1,000 sq. ft in R-Districts 1,200 sq. ft in A-Districts or more than 5 acres 1,000 sq.ft. in R-Districts 1,200 sq. ft. in A-Districts or more than 5 acres 600 sq. ft. or 60% of the floor area of main residence, whichever is less Max. sq.ft. attached 30% of the floor area of main residence, or 1,000 sq. ft (1,200 sq. ft. in A-Districts or more than 5 acres), whichever is less 50% of the floor area of the main residence, or 1,000 sq. ft. (1,200 sq. ft. in A-Districts or more than 5 acres), whichever is less 50% of the floor area of the main residence or 600 sq. ft., whichever is less Height*35 feet 35 feet 14 feet Setbacks*same as main residence same as main residence same as main residence Lot coverage 40% for R-Districts 35% M-29 25% M-6 to M-17 40% for R-Districts 35% M-29 25% M-6 to M-17 40% for R-Districts 35% for M-29 25% M-6 to M-17 Off street parking* max one . No parking on setbacks max. one unless exempt. OK to park on setbacks max. one unless exempt. OK to park on setbacks * variances may be considered for lot size, height, setbacks, and off-street parking COUNTY PLANNING COMMISSION HEARING On April 26, 2017, the County Planning Commission opened the hearing and took testimony from 4 members of the community. The County Planning Commission received 2 letters from residents of the Kensington area. One of the commenters addressed the concern that ADUs may be used for short-term rentals and recommended the zoning text amendment to limit ADU rentals to terms of more than 30 days. The second commenter from Kensington stated his concerns regarding the processing of his current ADU application. His application includes a 1,000 sq. ft. ADU on a lot totaling 24,218 sq.ft. and with a height of 12 feet. As proposed, the Ordinance will restrict the size of ADUs in the Kensington area to a maximum of 600 sq. ft., or 60% of the primary residence living area. The Planning Commission also heard testimony from a couple of residents from the Clayton area. The Clayton residents requested the Planning Commission to consider additional flexibility in the Ordinance and to allow ADUs to be increased from 1,000 sq. ft. to 1,200 sq. ft. on lots that are larger than 40,000 sq.ft. County Ordinance Code section 84-4.404 (5) allows a property owner to apply and obtain approval of a secondMay 23, 2017 Contra Costa County Board of Supervisors 122 County Ordinance Code section 84-4.404 (5) allows a property owner to apply and obtain approval of a second dwelling unit through a land use permit process, which includes a public hearing. There are no size limitations that apply to a second dwelling unit. Since the property owner may have the option to build a larger unit thorough a land use permit process, the proposed ADU Ordinance does not have to be modified to address larger lots in the County. After reviewing the testimony, the Planning Commission voted to recommend approval of the Ordinance and included additional language to restrict ADUs from being rented for less than 30 days. STAFF REASONING FOR RECOMMENDATION TO ELIMINATE 30 DAY LIMITATION Government Code Section 65852.2(a)(6) states: "No additional standards, other than those provided in this subdivision, shall be utilized or imposed, except that a local agency may require an applicant for a permit issued under this subdivision to be an owner-occupant or that the property be used for rentals of terms longer than 30 days." All properties with ADU's are subject to a deed restriction that requires the owners to occupy either the primary unit or the ADU. The Planning Commission's recommendation would apply to both existing and new ADUs. This is a significant change that warrants further analysis and deliberation. Additionally, the language added by the Planning Commission does not prevent the primary residence from being rented for less than 30 days, potentially creating numerous enforcement issues. Staff does not believe it is appropriate to include the additional restriction at this time as part of the ADU Ordinance. Staff recommends the Board not adopt the Commission's recommendation to prohibit short-term rentals of ADUs until staff has had an opportunity to further review the short-term rental matter in a more comprehensive manner. CONCLUSION The proposed accessory dwelling unit ordinance is consistent with Government Code section 65852.2, and is also consistent with both the County General Plan, and the Zoning Code. Staff recommends the Board adopt Ordinance No. 2017-11 as presented. CONSEQUENCE OF NEGATIVE ACTION: No local ADU Ordinance will be in effect and the County will be required to apply only the standards found in Government Code section 65852.2 in processing applications to establish ADU. CHILDREN'S IMPACT STATEMENT: There are no impacts to children. CLERK'S ADDENDUM CLOSED the hearing; FOUND that adoption of Ordinance No. 2017-11 is exempt from environmental review under the California Environmental Quality Act; ADOPTED Ordinance 2017-11; DIRECTED staff to examine the issue of short-term rentals and report to the Board by September 2017 with policy recommendations; and DIRECTED the Department of Conservation and Development Director, or his designee, to file a Notice of Exemption with the County Clerk-Recorder. AGENDA ATTACHMENTS Ordinance No. 2017-11 County Planning Commission Staff Report 4.26.17 County Planning Resolution 9-2017 Senate Bill No. 1069/Assembly 2299 Power point MINUTES ATTACHMENTS May 23, 2017 Contra Costa County Board of Supervisors 123 Signed Ordinance No. 2017-11 May 23, 2017 Contra Costa County Board of Supervisors 124 ORDINANCE NO. 2017-11 ACCESSORY DWELLING UNITS The Contra Costa County Board of Supervisors ordains as follows (omitting the parenthetical footnotes from the official text of the enacted or amended provisions of the County Ordinance Code): SECTION I. SUMMARY. This ordinance amends Chapter 82-24 of the County Ordinance Code to comply with Government Code Section 65852.2, as amended, which governs accessory dwelling units (formerly designated as residential second units). This ordinance also amends Chapter 84-74 to amend the review procedures for permit applications to establish accessory dwelling units in the Kensington (-K) combining district. SECTION II. Chapter 82-24 of the County Ordinance Code is amended to read: Chapter 82-24 ACCESSORY DWELLING UNITS 82-24.002 Purposes. The purposes of this chapter are to authorize accessory dwelling units; to establish a procedure for reviewing and approving their development to ensure and maintain healthy and safe residential living environments; to establish location and development standards for accessory dwelling units; and to comply with Government Code Section 65852.2, which requires local agencies to consider applications for accessory dwelling unit permits ministerially without discretionary review or a public hearing. (Ords. 2017-11 § 2, 2003-17 § 3, 87-67 § 3). 82-24.004 Definitions. For purposes of this chapter, the following words and phrases have the following meanings: (a) “Accessory dwelling unit” has the meaning set forth in Government Code Section 65852.2. (b) “Attached accessory dwelling unit” means an accessory dwelling unit attached to an existing primary residence. (c) “Detached accessory dwelling unit” means an accessory dwelling unit detached from an existing primary residence. (d) “Internal conversion” means the establishment of an accessory dwelling unit within an existing building. (e) Whenever the term “residential second unit” is used in any ordinance, resolution, order, directive, or regulation of the county, it means “accessory dwelling unit.” (Ords. 2017-11 § 2, 2003-17 § 3, 87-67 § 3). ORDINANCE NO. 2017-11 1 May 23, 2017 Contra Costa County Board of Supervisors 125 82-24.006 Permitting Procedure. (a) Except as otherwise provided in this section, an application for a permit to establish an accessory dwelling unit will be approved ministerially without discretionary review or public hearing if the accessory dwelling unit meets: the location requirements specified in Section 82-24.008; the development standards specified in Section 82-24.012; and all applicable building standards in Title 7. (b) An application for a permit to establish an accessory dwelling unit that is an internal conversion within an existing single-family residence or accessory building will be approved ministerially without discretionary review or public hearing if: the existing residence or building is located in a single-family residential district; the internal conversion has independent exterior access; the side and rear setbacks are sufficient for fire safety; and the internal conversion meets all applicable building standards in Title 7 and all applicable sewage and water requirements. An internal conversion that meets the requirements of this subsection is not subject to the location requirements specified in Section 82-24.008 or the development standards specified in Section 82-24.012. (c) An application for a permit to establish an accessory dwelling unit that does not meet one or more of the development standards specified in subsections (a), (i), (j), and (k) of Section 82-24.012 and is not an internal conversion that meets the requirements of subsection (b) of this section will be considered under the administrative decision procedure specified in Article 26-2.21. A discretionary accessory dwelling unit permit will not be issued unless: (1) The accessory dwelling unit meets the location requirements specified in Section 82-24.008, the development standards specified in subsections (b) through (h) of Section 82-24.012, and all applicable building standards in Title 7; and (2) The zoning administrator makes the findings specified in Section 26-2.2006 and finds all of the following: (A) The accessory dwelling unit is compatible with the surrounding neighborhood in terms of its location, size, height, and design; (B) The accessory dwelling unit maintains the community’s property values and does not substantially impair the value and enjoyment of neighboring properties; and (C) The accessory dwelling unit promotes the health, safety, and general welfare of the community. (Ords. 2017-11 § 2, 2011-05 § 2, 2003-17 § 3, 87-67 § 3). ORDINANCE NO. 2017-11 2 May 23, 2017 Contra Costa County Board of Supervisors 126 82-24.008 Location. (a) One accessory dwelling unit may be located on any lot in a single-family residential district (R-6, R-7, R-10, R-12, R-15, R-20, R-40, R-65, and R-100), planned unit district (P-1) for residential uses, or a multiple-family residential district (M-6, M-9, M-12, M- 17, and M-29). (b) One accessory dwelling unit may be located on any lot in an agricultural district (A-2, A- 3, A-4, A-20, A-40, and A-80). If an accessory dwelling unit is proposed for a lot under a Williamson Act contract, an accessory dwelling unit will be allowed subject to the provisions of this chapter unless the Williamson Act contract prohibits an accessory dwelling unit or a residential second unit on the property. (c) No subdivision rights are authorized that would result in the accessory dwelling unit being located on a separate lot. (Ords. 2017-11 § 2, 2011-05 § 3, 2006-19 § 2, 2003-17 § 3, 87-67 § 3). 82-24.010 Applications. (a) An application for an accessory dwelling unit permit must be submitted to the Department of Conservation and Development prior to the submittal to the county of a building permit application. (b) An application for an accessory dwelling unit permit must be made in writing and contain the following information: (1) Name(s) and address(es) of applicant(s) and property owner(s). (2) Address and assessor’s parcel number for the lot. (3) Size, indicating dimensions and square footage of the primary residence and the proposed accessory dwelling unit. (4) A legible scale drawing, showing: (A) A north arrow to indicate lot orientation. (B) Lot dimensions and labels for all property lines. (C) Siting and location of the primary residence and the proposed accessory dwelling unit. ORDINANCE NO. 2017-11 3 May 23, 2017 Contra Costa County Board of Supervisors 127 (D) Floor plan configuration of the primary residence and the proposed accessory dwelling unit. (E) All other existing improvements, including driveways and parking areas. (F) Exterior design of the primary residence and the proposed accessory dwelling unit. “Exterior design” includes architectural style and exterior features, such as trim, windows, and roof. (5) A description of the building and roof materials of the primary residence and accessory dwelling unit, and a sample board of the colors of the primary residence and accessory dwelling unit. (6) Color photographs of the primary residence and surrounding properties taken from each of the property lines of the project site. (7) Location and description of water and sanitary services for both the primary residence and the proposed accessory dwelling unit. (8) Property owner’s consent to physical inspection of the premises. (9) A written legal description of the property. (Ords. 2017-11 § 2, 2003-17 § 3, 87- 67 § 3). 82-24.012 Development Standards. (a) Lot Size. The minimum size of a lot with a primary residence and an accessory dwelling unit is 6,000 square feet, except in the Kensington (-K) combining district. The minimum size of a lot located in the Kensington (-K) combining district with a primary residence and an accessory dwelling unit is 10,000 square feet. Section 82-10.002(c) does not apply to an application for an accessory dwelling unit permit. (b) Accessory Dwelling Unit Size. An accessory dwelling unit may not exceed the following size: (1) One thousand square feet in any zoning district where an accessory dwelling unit is allowed; except on a lot of five acres or more, or in an agricultural district, or in the Kensington (-K) combining district. (2) One thousand two hundred square feet on a lot of five acres or more. (3) One thousand two hundred square feet in an agricultural district. ORDINANCE NO. 2017-11 4 May 23, 2017 Contra Costa County Board of Supervisors 128 (4) Six hundred square feet or 60 percent of the floor area of the primary residence, whichever is smaller, in the Kensington (-K) combining district. (c) Lot Coverage. (1) In single-family residential districts, the accessory dwelling unit must not cause the maximum total structural lot coverage to exceed 40 percent. In multiple- family residential districts, the accessory dwelling unit must not cause the maximum total structural lot coverage to exceed 25 percent in the M-6 through M-17 districts or 35 percent in the M-29 district. (2) In P-1 planned unit districts where an approved final development plan specifies maximum total structural lot coverage, the accessory dwelling unit must not cause the maximum total structural lot coverage to exceed the specified percentage. In P-1 planned unit districts where an approved final development plan does not specify maximum total structural lot coverage, the accessory dwelling unit must not cause the maximum total structural lot coverage to exceed 40 percent. (d) Living Provisions. An accessory dwelling unit must provide complete independent living facilities for one or more persons, including permanent provisions for living, sleeping, eating, cooking, and sanitation. (e) Permanent Foundation. A permanent foundation is required for all accessory dwelling units. (f) Sewage and Water. If a private sewage disposal system, water system, or both are proposed to be used, it must meet all applicable county regulations and be approved by the health officer before an accessory dwelling unit may be established. Verification that the standard has been met is required prior to final inspection. (g) Architecture. The exterior appearance of the accessory dwelling unit must be architecturally compatible with the primary dwelling unit or with the surrounding neighborhood. “Exterior appearance” includes architectural style, colors, and exterior features, such as building materials, trim, windows, and roof design. The accessory dwelling unit must have a separate entrance. The separate entrance must be: located on the building side or building rear; or not visible from the street; or otherwise subordinate to the primary residence. (h) Attached Accessory Dwelling Unit. An attached accessory dwelling unit must be an internal conversion of a garage or other area within the existing primary residence, or an addition to the existing primary residence. The floor area of an attached accessory dwelling unit may not exceed the size limitations in Section 82-24.012(b) or 50 percent of the existing living area of the primary residence, whichever is less. ORDINANCE NO. 2017-11 5 May 23, 2017 Contra Costa County Board of Supervisors 129 (i) Detached Accessory Dwelling Unit. (1) A detached accessory dwelling unit must be located on the same lot as the existing primary residence. (2) A garage may be attached to a detached accessory dwelling unit. A garage attached to a detached accessory dwelling unit may not exceed the following sizes: (A) Five hundred square feet on lots 20,000 square feet or less in all zoning districts where an accessory dwelling unit is allowed, except in an agricultural district. (B) Six hundred square feet on lots larger than 20,000 square feet and smaller than five acres in all zoning districts where an accessory dwelling unit is allowed, except in an agricultural district. (C) Eight hundred square feet on a lot of five acres or more. (D) Eight hundred square feet in an agricultural district. (j) Yards and Building Height. (1) In single-family and multi-family residential districts, an accessory dwelling unit must comply with all requirements relating to yards (front setbacks, side, and rear) and building height that are generally applicable to residential construction in the zone in which the property is located, except as otherwise provided in this subsection (j). (2) In P-1 planned unit districts where an approved final development plan specifies requirements relating to yards (front setbacks, side, and rear) and building height, an accessory dwelling unit must comply with the requirements specified in the plan. In P-1 planned unit districts where an approved final development plan does not specify requirements relating to yards and building height, an accessory dwelling unit must comply with all requirements relating to yards and building height that are generally applicable to residential construction in the R-6 zone. (3) An accessory dwelling unit permitted in the Kensington (-K) combining district may not exceed fourteen feet in height. (4) A setback is not required for an existing garage that is converted to an accessory ORDINANCE NO. 2017-11 6 May 23, 2017 Contra Costa County Board of Supervisors 130 dwelling unit. (5) A setback of five feet from the side and rear lot lines is required for an accessory dwelling unit that is constructed above a garage. (k) Off-Street Parking. (1) A lot containing an accessory dwelling unit must provide an additional off-street parking space to serve the accessory dwelling unit. The additional space may be within a setback area or in tandem, unless specific findings are made that parking in a setback area or in tandem is not feasible based on site or regional topographical or fire and life safety conditions. The exemption under Section 84- 4.1202 does not apply to lots for which an accessory dwelling unit permit is issued. (2) The off-street parking requirement in subsection (1) does not apply to an accessory dwelling unit in any of the following instances: (A) The accessory dwelling unit is located within one-half mile of public transit. (B) The accessory dwelling unit is located within an architecturally and historically significant historic district. (C) The accessory dwelling unit is located within a permit-parking area designated pursuant to Chapter 46-10 but an on-street parking permit is not available under that chapter to the occupant of the accessory dwelling unit. (D) A car share vehicle pick-up location is within one block of the accessory dwelling unit. A “car share vehicle” has the same meaning as in Vehicle Code Section 22507.1. (3) If a garage, carport, or covered parking structure is demolished or converted in conjunction with the construction of an accessory dwelling unit, the parking space must be replaced if necessary to comply with the off-street parking requirements applicable to the primary dwelling unit. The replacement parking space may be located in any configuration on the same lot as the accessory dwelling unit but must otherwise comply with the off-street parking requirements applicable to the primary dwelling unit. (Ords. 2017-11 § 2, 2011-05 § 4, 2008-09 § 2, 2003-17 § 3, 87-67 § 3). ORDINANCE NO. 2017-11 7 May 23, 2017 Contra Costa County Board of Supervisors 131 82-24.014 Occupancy. The owner of a lot with an accessory dwelling unit shall occupy either the primary dwelling unit or the accessory dwelling unit. (Ords. 2017-11 § 2, 2003-17 § 3, 87-67 § 3). 82-24.016 Deed Restrictions. Before obtaining an accessory dwelling unit permit, the applicant shall do the following: (l) Enter into an agreement of restrictions with the county that refers to the deed under which the property was acquired by the applicant and provides the following: (1) The accessory dwelling unit shall not be sold separately. (2) The accessory dwelling unit is restricted to the maximum size allowed under Ordinance Code Section 82-24.012. (3) The restrictions are binding upon any successor in ownership of the property and lack of compliance may result in legal action by the county against the property owner. (m) Record the agreement with the county recorder. (n) Prepare a disclosure statement that shall be included in any future offer or sale documents. The statement shall read as follows: “You are purchasing a property with a permit for an accessory dwelling unit. This permit carries with it certain restrictions that must be met by the owner of the property. You are prohibited from selling the accessory dwelling unit separately. The accessory dwelling unit is restricted to the maximum size allowed under County Ordinance Code Section 82-24.012. The owner of the property shall occupy either the primary dwelling unit or the accessory dwelling unit. The permit is available from the current owner or from the Contra Costa County Department of Conservation and Development.” (Ords. 2017-11 § 2, 2003-17 § 3, 87-67 § 3). 82-24.018 Nonconforming Units. Notwithstanding the provisions of Ordinance Code Section 82-8.006, if the existing primary residence is a legal nonconforming unit, an accessory dwelling unit may be constructed only if the nonconformity is not expanded and the accessory dwelling ORDINANCE NO. 2017-11 8 May 23, 2017 Contra Costa County Board of Supervisors 132 unit meets all current applicable zoning and building standards. (Ords. 2017-11 § 2, 2003-17 § 3, 87-67 § 3). 82-24.020 Fees. Fees for accessory dwelling unit permits will be in amounts established by the board of supervisors in the Department of Conservation and Development’s fee schedule. Accessory dwelling units are subject to all new development fees, including but not limited to development impact fees, park fees, and assessment district assessment allocations. (Ords. 2017- 11 § 2, 2003-17 § 3, 87-67 § 3). SECTION III. Section 26-2.2102 of the County Ordinance Code is amended to read: 26-2.2102 Decisions without public hearing. Unless otherwise required by this article, the zoning administrator may, without public hearing, decide applications for any of the following: (a) Variance permits pursuant to subsection 26-2.1204(1). (b) Minor subdivisions pursuant to subsection 26-2.1204(3) including applications for improvement exceptions. (c) After zoning administrator determination on it, any involved small lot application pursuant to subsection 82-10.002(c). (d) An accessory dwelling unit permit that does not meet one or more of the development standards specified in subsections 82-24.012(a), (i), (j), and (k). (e) Wireless facility access permits pursuant to Chapter 88-24. (Ords. 2017-11 § 3, 2016-11 § 3, 2011-05 § 5, 95-51 § 3, 80-87 § 2: See Gov. C. § 65901). SECTION IV. Section 84-14.402 of the County Ordinance Code is amended to read: 84-14.402 Uses–Allowed. The following uses are allowed in the R-20 district: (1) A detached single-family dwelling on each lot and the accessory structures and uses normally auxiliary to it; (2) Crop and tree farming, and horticulture; (3) A temporary stand for the sale of agricultural products grown on the premises, with two and one-half acres per stand, set back at least thirty-five feet from the front property line, and operated not more than three months in any calendar year; ORDINANCE NO. 2017-11 9 May 23, 2017 Contra Costa County Board of Supervisors 133 (4) Small farming, including the raising of poultry and rabbits or other grain-fed rodents, primarily for home consumption thereon; (5) Keeping livestock on lots forty thousand or more square feet in area (with at least forty thousand square feet for each two head of livestock) and all contiguous and in one fee ownership; (6) Publicly owned parks and playgrounds; (7) A residential care facility for the elderly, operated by a person with all required state and local agency approvals or licenses, where not more than six persons reside or receive care, not including the licensee or members of the licensee's family or persons employed as facility staff; (8) A family day care home where care, protection, and supervision of twelve or fewer children in the provider's own home are provided for periods of less than twenty-four hours per day, while the parents or guardians are away; (9) Aviaries, which shall be not over twelve feet high nor exceeding one square foot (not over 1600) in area for each fifty square feet of net land area per lot, and unless otherwise provided herein, shall be set back at least twenty-five feet from the front property line or any street line and at least ten feet from any side or rear property line, and shall be maintained in a sanitary manner as determined by the county health department; (10) Accessory dwelling units complying with the provisions of Chapter 82-24. (Ords. 2017-11 § 4, 86-43 § 4, 78-83 § 2, 77-51 § 8, 68-25 § 2, 2033, 2032, 1768 § 2: prior code § 8146(a): Ord. 1269, 1179 § 8, 382 § 4V). SECTION V. Subsection (h) of Section 84-74.404 of the County Ordinance Code is amended to read: (h) “Gross floor area” means the total horizontal area in square feet of each floor inclusive of the exterior walls of all buildings on a parcel, as measured at the exterior face of the enclosing wall. Gross floor area includes attached and detached primary and accessory buildings, accessory dwelling units, interior courtyards, garages and carports with roof covering. Gross floor area does not include the area in attics, crawl spaces, basements, and uncovered balconies, decks, and patios. (Ords. 2017-11 § 5, 2004-46 § 2). ORDINANCE NO. 2017-11 10 May 23, 2017 Contra Costa County Board of Supervisors 134 SECTION VI. Section 84-74.604 of the County Ordinance Code is amended to read: 84-74.604 Exemptions. The following developments are exempt from the requirements of this chapter: (a) Commercial buildings, churches, public buildings, or schools that meet all applicable code requirements. (b) One story accessory buildings with an area of less than one hundred twenty square feet sited within the applicable setbacks. (c) Repair or replacement of legally constructed residences destroyed or damaged by fire, explosion, act of God or the public enemy, or other accident or catastrophe, if both of the following conditions are satisfied: (1) The siting and envelope are the same; and (2) The application for repair or replacement is submitted within two years of the destruction. (d) Developments within the -K District for which application was accepted as complete before the effective date of this chapter. (e) Development within an existing building or structure that does not expand its envelope. (f) Accessory dwelling units subject to the provisions of Chapter 82-24. (Ords. 2017-11 § 6, 2011-05 § 7, 2004-46 § 2). SECTION VII. Section 84-74.606 of the County Ordinance Code is deleted in its entirety. SECTION VIII. EFFECTIVE DATE. This ordinance becomes effective 30 days after passage, and within 15 days after passage shall be published once with the names of supervisors voting for or against it in the Contra Costa Times, a newspaper published in this County. /// /// /// /// /// /// /// ORDINANCE NO. 2017-11 11 May 23, 2017 Contra Costa County Board of Supervisors 135 PASSED on ___________________________, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: DAVID J. TWA, _____________________________ Clerk of the Board of Supervisors Board Chair and County Administrator By: ______________________[SEAL] Deputy KCK: H:\Client Matters\2017\DCD\Ordinance No. 2017-11 Accessory Dwelling Units (wo PC rec).wpd ORDINANCE NO. 2017-11 12 May 23, 2017 Contra Costa County Board of Supervisors 136 May 23, 2017 Contra Costa County Board of Supervisors 137 May 23, 2017 Contra Costa County Board of Supervisors 138 May 23, 2017 Contra Costa County Board of Supervisors 139 May 23, 2017 Contra Costa County Board of Supervisors 140 May 23, 2017 Contra Costa County Board of Supervisors 141 May 23, 2017 Contra Costa County Board of Supervisors 142 May 23, 2017 Contra Costa County Board of Supervisors 143 May 23, 2017 Contra Costa County Board of Supervisors 144 May 23, 2017 Contra Costa County Board of Supervisors 145 May 23, 2017 Contra Costa County Board of Supervisors 146 May 23, 2017 Contra Costa County Board of Supervisors 147 May 23, 2017 Contra Costa County Board of Supervisors 148 May 23, 2017 Contra Costa County Board of Supervisors 149 May 23, 2017 Contra Costa County Board of Supervisors 150 May 23, 2017 Contra Costa County Board of Supervisors 151 May 23, 2017 Contra Costa County Board of Supervisors 152 May 23, 2017 Contra Costa County Board of Supervisors 153 May 23, 2017 Contra Costa County Board of Supervisors 154 May 23, 2017 Contra Costa County Board of Supervisors 155 May 23, 2017 Contra Costa County Board of Supervisors 156 May 23, 2017 Contra Costa County Board of Supervisors 157 May 23, 2017 Contra Costa County Board of Supervisors 158 May 23, 2017 Contra Costa County Board of Supervisors 159 May 23, 2017 Contra Costa County Board of Supervisors 160 May 23, 2017 Contra Costa County Board of Supervisors 161 May 23, 2017 Contra Costa County Board of Supervisors 162 May 23, 2017 Contra Costa County Board of Supervisors 163 May 23, 2017 Contra Costa County Board of Supervisors 164 May 23, 2017 Contra Costa County Board of Supervisors 165 May 23, 2017 Contra Costa County Board of Supervisors 166 May 23, 2017 Contra Costa County Board of Supervisors 167 May 23, 2017 Contra Costa County Board of Supervisors 168 May 23, 2017 Contra Costa County Board of Supervisors 169 May 23, 2017 Contra Costa County Board of Supervisors 170 May 23, 2017 Contra Costa County Board of Supervisors 171 May 23, 2017 Contra Costa County Board of Supervisors 172 May 23, 2017 Contra Costa County Board of Supervisors 173 May 23, 2017 Contra Costa County Board of Supervisors 174 May 23, 2017 Contra Costa County Board of Supervisors 175 May 23, 2017 Contra Costa County Board of Supervisors 176 May 23, 2017 Contra Costa County Board of Supervisors 177 May 23, 2017 Contra Costa County Board of Supervisors 178 May 23, 2017 Contra Costa County Board of Supervisors 179 May 23, 2017 Contra Costa County Board of Supervisors 180 May 23, 2017 Contra Costa County Board of Supervisors 181 Senate Bill No. 1069 CHAPTER 720 An act to amend Sections 65582.1, 65583.1, 65589.4, 65852.150, 65852.2, and 66412.2 of the Government Code, relating to land use. [Approved by Governor September 27, 2016. Filed with Secretary of State September 27, 2016.] legislative counsel’s digest SB 1069, Wieckowski. Land use: zoning. The Planning and Zoning Law authorizes the legislative body of a city or county to regulate, among other things, the intensity of land use, and also authorizes a local agency to provide by ordinance for the creation of 2nd units in single-family and multifamily residential zones, as specified. That law makes findings and declarations with respect to the value of 2nd units to California’s housing supply. This bill would replace the term “second unit” with “accessory dwelling unit” throughout the law. The bill would additionally find and declare that, among other things, allowing accessory dwelling units in single-family or multifamily residential zones provides additional rental housing stock, and these units are an essential component of housing supply in California. The Planning and Zoning Law authorizes the ordinance for the creation of 2nd units in single-family and multifamily residential zones to include specified provisions regarding areas where accessory dwelling units may be located, standards, including the imposition of parking standards, and lot density. Existing law, when a local agency has not adopted an ordinance governing 2nd units as so described, requires the local agency to approve or disapprove the application ministerially, as provided. This bill would instead require the ordinance for the creation of accessory dwelling units to include the provisions described above. The bill would prohibit the imposition of parking standards under specified circumstances. The bill would revise requirements for the approval or disapproval of an accessory dwelling unit application when a local agency has not adopted an ordinance. The bill would also require the ministerial approval of an application for a building permit to create one accessory dwelling unit within the existing space of a single-family residence or accessory structure, as specified. The bill would prohibit a local agency from requiring an applicant for this permit to install a new or separate utility connection directly between the unit and the utility or imposing a related connection fee or capacity charge. The bill would authorize a local agency to impose this requirement for other accessory dwelling units. This bill would incorporate additional changes in Section 65852.2 of the Government Code proposed by AB 2299 that would become operative only 90 May 23, 2017 Contra Costa County Board of Supervisors 182 if AB 2299 and this bill are both chaptered and become effective on or before January 1, 2017, and this bill is chaptered last. By increasing the duties of local officials, this bill would impose a state-mandated local program. The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement. This bill would provide that no reimbursement is required by this act for a specified reason. The people of the State of California do enact as follows: SECTION 1. Section 65582.1 of the Government Code is amended to read: 65582.1. The Legislature finds and declares that it has provided reforms and incentives to facilitate and expedite the construction of affordable housing. Those reforms and incentives can be found in the following provisions: (a)  Housing element law (Article 10.6 (commencing with Section 65580) of Chapter 3). (b)  Extension of statute of limitations in actions challenging the housing element and brought in support of affordable housing (subdivision (d) of Section 65009). (c)  Restrictions on disapproval of housing developments (Section 65589.5). (d)  Priority for affordable housing in the allocation of water and sewer hookups (Section 65589.7). (e)  Least cost zoning law (Section 65913.1). (f)  Density bonus law (Section 65915). (g)  Accessory dwelling units (Sections 65852.150 and 65852.2). (h)  By-right housing, in which certain multifamily housing are designated a permitted use (Section 65589.4). (i)  No-net-loss-in zoning density law limiting downzonings and density reductions (Section 65863). (j)  Requiring persons who sue to halt affordable housing to pay attorney fees (Section 65914) or post a bond (Section 529.2 of the Code of Civil Procedure). (k)  Reduced time for action on affordable housing applications under the approval of development permits process (Article 5 (commencing with Section 65950) of Chapter 4.5). (l)  Limiting moratoriums on multifamily housing (Section 65858). (m)  Prohibiting discrimination against affordable housing (Section 65008). (n)  California Fair Employment and Housing Act (Part 2.8 (commencing with Section 12900) of Division 3). 90 — 2 —Ch. 720 May 23, 2017 Contra Costa County Board of Supervisors 183 (o)  Community redevelopment law (Part 1 (commencing with Section 33000) of Division 24 of the Health and Safety Code, and in particular Sections 33334.2 and 33413). SEC. 2. Section 65583.1 of the Government Code is amended to read: 65583.1. (a)  The Department of Housing and Community Development, in evaluating a proposed or adopted housing element for substantial compliance with this article, may allow a city or county to identify adequate sites, as required pursuant to Section 65583, by a variety of methods, including, but not limited to, redesignation of property to a more intense land use category and increasing the density allowed within one or more categories. The department may also allow a city or county to identify sites for accessory dwelling units based on the number of accessory dwelling units developed in the prior housing element planning period whether or not the units are permitted by right, the need for these units in the community, the resources or incentives available for their development, and any other relevant factors, as determined by the department. Nothing in this section reduces the responsibility of a city or county to identify, by income category, the total number of sites for residential development as required by this article. (b)  Sites that contain permanent housing units located on a military base undergoing closure or conversion as a result of action pursuant to the Defense Authorization Amendments and Base Closure and Realignment Act (Public Law 100-526), the Defense Base Closure and Realignment Act of 1990 (Public Law 101-510), or any subsequent act requiring the closure or conversion of a military base may be identified as an adequate site if the housing element demonstrates that the housing units will be available for occupancy by households within the planning period of the element. No sites containing housing units scheduled or planned for demolition or conversion to nonresidential uses shall qualify as an adequate site. Any city, city and county, or county using this subdivision shall address the progress in meeting this section in the reports provided pursuant to paragraph (1) of subdivision (b) of Section 65400. (c)  (1)  The Department of Housing and Community Development may allow a city or county to substitute the provision of units for up to 25 percent of the community’s obligation to identify adequate sites for any income category in its housing element pursuant to paragraph (1) of subdivision (c) of Section 65583 where the community includes in its housing element a program committing the local government to provide units in that income category within the city or county that will be made available through the provision of committed assistance during the planning period covered by the element to low- and very low income households at affordable housing costs or affordable rents, as defined in Sections 50052.5 and 50053 of the Health and Safety Code, and which meet the requirements of paragraph (2). Except as otherwise provided in this subdivision, the community may substitute one dwelling unit for one dwelling unit site in the applicable income category. The program shall do all of the following: 90 Ch. 720— 3 — May 23, 2017 Contra Costa County Board of Supervisors 184 (A)  Identify the specific, existing sources of committed assistance and dedicate a specific portion of the funds from those sources to the provision of housing pursuant to this subdivision. (B)  Indicate the number of units that will be provided to both low- and very low income households and demonstrate that the amount of dedicated funds is sufficient to develop the units at affordable housing costs or affordable rents. (C)  Demonstrate that the units meet the requirements of paragraph (2). (2)  Only units that comply with subparagraph (A), (B), or (C) qualify for inclusion in the housing element program described in paragraph (1), as follows: (A)  Units that are to be substantially rehabilitated with committed assistance from the city or county and constitute a net increase in the community’s stock of housing affordable to low- and very low income households. For purposes of this subparagraph, a unit is not eligible to be “substantially rehabilitated” unless all of the following requirements are met: (i)  At the time the unit is identified for substantial rehabilitation, (I) the local government has determined that the unit is at imminent risk of loss to the housing stock, (II) the local government has committed to provide relocation assistance pursuant to Chapter 16 (commencing with Section 7260) of Division 7 of Title 1 to any occupants temporarily or permanently displaced by the rehabilitation or code enforcement activity, or the relocation is otherwise provided prior to displacement either as a condition of receivership, or provided by the property owner or the local government pursuant to Article 2.5 (commencing with Section 17975) of Chapter 5 of Part 1.5 of Division 13 of the Health and Safety Code, or as otherwise provided by local ordinance; provided the assistance includes not less than the equivalent of four months’ rent and moving expenses and comparable replacement housing consistent with the moving expenses and comparable replacement housing required pursuant to Section 7260, (III) the local government requires that any displaced occupants will have the right to reoccupy the rehabilitated units, and (IV) the unit has been found by the local government or a court to be unfit for human habitation due to the existence of at least four violations of the conditions listed in subdivisions (a) to (g), inclusive, of Section 17995.3 of the Health and Safety Code. (ii)  The rehabilitated unit will have long-term affordability covenants and restrictions that require the unit to be available to, and occupied by, persons or families of low- or very low income at affordable housing costs for at least 20 years or the time period required by any applicable federal or state law or regulation. (iii)  Prior to initial occupancy after rehabilitation, the local code enforcement agency shall issue a certificate of occupancy indicating compliance with all applicable state and local building code and health and safety code requirements. (B)  Units that are located either on foreclosed property or in a multifamily rental or ownership housing complex of three or more units, are converted 90 — 4 —Ch. 720 May 23, 2017 Contra Costa County Board of Supervisors 185 with committed assistance from the city or county from nonaffordable to affordable by acquisition of the unit or the purchase of affordability covenants and restrictions for the unit, are not acquired by eminent domain, and constitute a net increase in the community’s stock of housing affordable to low- and very low income households. For purposes of this subparagraph, a unit is not converted by acquisition or the purchase of affordability covenants unless all of the following occur: (i)  The unit is made available for rent at a cost affordable to low- or very low income households. (ii)  At the time the unit is identified for acquisition, the unit is not available at an affordable housing cost to either of the following: (I)  Low-income households, if the unit will be made affordable to low-income households. (II)  Very low income households, if the unit will be made affordable to very low income households. (iii)  At the time the unit is identified for acquisition the unit is not occupied by low- or very low income households or if the acquired unit is occupied, the local government has committed to provide relocation assistance prior to displacement, if any, pursuant to Chapter 16 (commencing with Section 7260) of Division 7 of Title 1 to any occupants displaced by the conversion, or the relocation is otherwise provided prior to displacement; provided the assistance includes not less than the equivalent of four months’ rent and moving expenses and comparable replacement housing consistent with the moving expenses and comparable replacement housing required pursuant to Section 7260. (iv)  The unit is in decent, safe, and sanitary condition at the time of occupancy. (v)  The unit has long-term affordability covenants and restrictions that require the unit to be affordable to persons of low- or very low income for not less than 55 years. (vi)  For units located in multifamily ownership housing complexes with three or more units, or on or after January 1, 2015, on foreclosed properties, at least an equal number of new-construction multifamily rental units affordable to lower income households have been constructed in the city or county within the same planning period as the number of ownership units to be converted. (C)  Units that will be preserved at affordable housing costs to persons or families of low- or very low incomes with committed assistance from the city or county by acquisition of the unit or the purchase of affordability covenants for the unit. For purposes of this subparagraph, a unit shall not be deemed preserved unless all of the following occur: (i)  The unit has long-term affordability covenants and restrictions that require the unit to be affordable to, and reserved for occupancy by, persons of the same or lower income group as the current occupants for a period of at least 40 years. (ii)  The unit is within an “assisted housing development,” as defined in paragraph (3) of subdivision (a) of Section 65863.10. 90 Ch. 720— 5 — May 23, 2017 Contra Costa County Board of Supervisors 186 (iii)  The city or county finds, after a public hearing, that the unit is eligible, and is reasonably expected, to change from housing affordable to low- and very low income households to any other use during the next five years due to termination of subsidy contracts, mortgage prepayment, or expiration of restrictions on use. (iv)  The unit is in decent, safe, and sanitary condition at the time of occupancy. (v)  At the time the unit is identified for preservation it is available at affordable cost to persons or families of low- or very low income. (3)  This subdivision does not apply to any city or county that, during the current or immediately prior planning period, as defined by Section 65588, has not met any of its share of the regional need for affordable housing, as defined in Section 65584, for low- and very low income households. A city or county shall document for any housing unit that a building permit has been issued and all development and permit fees have been paid or the unit is eligible to be lawfully occupied. (4)  For purposes of this subdivision, “committed assistance” means that the city or county enters into a legally enforceable agreement during the period from the beginning of the projection period until the end of the second year of the planning period that obligates sufficient available funds to provide the assistance necessary to make the identified units affordable and that requires that the units be made available for occupancy within two years of the execution of the agreement. “Committed assistance” does not include tenant-based rental assistance. (5)  For purposes of this subdivision, “net increase” includes only housing units provided committed assistance pursuant to subparagraph (A) or (B) of paragraph (2) in the current planning period, as defined in Section 65588, that were not provided committed assistance in the immediately prior planning period. (6)  For purposes of this subdivision, “the time the unit is identified” means the earliest time when any city or county agent, acting on behalf of a public entity, has proposed in writing or has proposed orally or in writing to the property owner, that the unit be considered for substantial rehabilitation, acquisition, or preservation. (7)  In the third year of the planning period, as defined by Section 65588, in the report required pursuant to Section 65400, each city or county that has included in its housing element a program to provide units pursuant to subparagraph (A), (B), or (C) of paragraph (2) shall report in writing to the legislative body, and to the department within 30 days of making its report to the legislative body, on its progress in providing units pursuant to this subdivision. The report shall identify the specific units for which committed assistance has been provided or which have been made available to low- and very low income households, and it shall adequately document how each unit complies with this subdivision. If, by July 1 of the third year of the planning period, the city or county has not entered into an enforceable agreement of committed assistance for all units specified in the programs adopted pursuant to subparagraph (A), (B), or (C) of paragraph (2), the city 90 — 6 —Ch. 720 May 23, 2017 Contra Costa County Board of Supervisors 187 or county shall, not later than July 1 of the fourth year of the planning period, adopt an amended housing element in accordance with Section 65585, identifying additional adequate sites pursuant to paragraph (1) of subdivision (c) of Section 65583 sufficient to accommodate the number of units for which committed assistance was not provided. If a city or county does not amend its housing element to identify adequate sites to address any shortfall, or fails to complete the rehabilitation, acquisition, purchase of affordability covenants, or the preservation of any housing unit within two years after committed assistance was provided to that unit, it shall be prohibited from identifying units pursuant to subparagraph (A), (B), or (C) of paragraph (2) in the housing element that it adopts for the next planning period, as defined in Section 65588, above the number of units actually provided or preserved due to committed assistance. (d)  A city or county may reduce its share of the regional housing need by the number of units built between the start of the projection period and the deadline for adoption of the housing element. If the city or county reduces its share pursuant to this subdivision, the city or county shall include in the housing element a description of the methodology for assigning those housing units to an income category based on actual or projected sales price, rent levels, or other mechanisms establishing affordability. SEC. 3. Section 65589.4 of the Government Code is amended to read: 65589.4. (a)  An attached housing development shall be a permitted use not subject to a conditional use permit on any parcel zoned for an attached housing development if local law so provides or if it satisfies the requirements of subdivision (b) and either of the following: (1)  The attached housing development satisfies the criteria of Section 21159.22, 21159.23, or 21159.24 of the Public Resources Code. (2)  The attached housing development meets all of the following criteria: (A)  The attached housing development is subject to a discretionary decision other than a conditional use permit and a negative declaration or mitigated negative declaration has been adopted for the attached housing development under the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code). If no public hearing is held with respect to the discretionary decision, then the negative declaration or mitigated negative declaration for the attached housing development may be adopted only after a public hearing to receive comments on the negative declaration or mitigated negative declaration. (B)  The attached housing development is consistent with both the jurisdiction’s zoning ordinance and general plan as it existed on the date the application was deemed complete, except that an attached housing development shall not be deemed to be inconsistent with the zoning designation for the site if that zoning designation is inconsistent with the general plan only because the attached housing development site has not been rezoned to conform with the most recent adopted general plan. (C)  The attached housing development is located in an area that is covered by one of the following documents that has been adopted by the jurisdiction 90 Ch. 720— 7 — May 23, 2017 Contra Costa County Board of Supervisors 188 within five years of the date the application for the attached housing development was deemed complete: (i)  A general plan. (ii)  A revision or update to the general plan that includes at least the land use and circulation elements. (iii)  An applicable community plan. (iv)  An applicable specific plan. (D)  The attached housing development consists of not more than 100 residential units with a minimum density of not less than 12 units per acre or a minimum density of not less than eight units per acre if the attached housing development consists of four or fewer units. (E)  The attached housing development is located in an urbanized area as defined in Section 21071 of the Public Resources Code or within a census-defined place with a population density of at least 5,000 persons per square mile or, if the attached housing development consists of 50 or fewer units, within an incorporated city with a population density of at least 2,500 persons per square mile and a total population of at least 25,000 persons. (F)  The attached housing development is located on an infill site as defined in Section 21061.0.5 of the Public Resources Code. (b)  At least 10 percent of the units of the attached housing development shall be available at affordable housing cost to very low income households, as defined in Section 50105 of the Health and Safety Code, or at least 20 percent of the units of the attached housing development shall be available at affordable housing cost to lower income households, as defined in Section 50079.5 of the Health and Safety Code, or at least 50 percent of the units of the attached housing development available at affordable housing cost to moderate-income households, consistent with Section 50052.5 of the Health and Safety Code. The developer of the attached housing development shall provide sufficient legal commitments to the local agency to ensure the continued availability and use of the housing units for very low, low-, or moderate-income households for a period of at least 30 years. (c)  Nothing in this section shall prohibit a local agency from applying design and site review standards in existence on the date the application was deemed complete. (d)  The provisions of this section are independent of any obligation of a jurisdiction pursuant to subdivision (c) of Section 65583 to identify multifamily sites developable by right. (e)  This section does not apply to the issuance of coastal development permits pursuant to the California Coastal Act (Division 20 (commencing with Section 30000) of the Public Resources Code). (f)  This section does not relieve a public agency from complying with the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code) or relieve an applicant or public agency from complying with the Subdivision Map Act (Division 2 (commencing with Section 66473)). 90 — 8 —Ch. 720 May 23, 2017 Contra Costa County Board of Supervisors 189 (g)  This section is applicable to all cities and counties, including charter cities, because the Legislature finds that the lack of affordable housing is of vital statewide importance, and thus a matter of statewide concern. (h)  For purposes of this section, “attached housing development” means a newly constructed or substantially rehabilitated structure containing two or more dwelling units and consisting only of residential units, but does not include an accessory dwelling unit, as defined by paragraph (4) of subdivision (j) of Section 65852.2, or the conversion of an existing structure to condominiums. SEC. 4. Section 65852.150 of the Government Code is amended to read: 65852.150. (a)  The Legislature finds and declares all of the following: (1)  Accessory dwelling units are a valuable form of housing in California. (2)  Accessory dwelling units provide housing for family members, students, the elderly, in-home health care providers, the disabled, and others, at below market prices within existing neighborhoods. (3)  Homeowners who create accessory dwelling units benefit from added income, and an increased sense of security. (4)  Allowing accessory dwelling units in single-family or multifamily residential zones provides additional rental housing stock in California. (5)  California faces a severe housing crisis. (6)  The state is falling far short of meeting current and future housing demand with serious consequences for the state’s economy, our ability to build green infill consistent with state greenhouse gas reduction goals, and the well-being of our citizens, particularly lower and middle-income earners. (7)  Accessory dwelling units offer lower cost housing to meet the needs of existing and future residents within existing neighborhoods, while respecting architectural character. (8)  Accessory dwelling units are, therefore, an essential component of California’s housing supply. (b)  It is the intent of the Legislature that an accessory dwelling unit ordinance adopted by a local agency has the effect of providing for the creation of accessory dwelling units and that provisions in this ordinance relating to matters including unit size, parking, fees, and other requirements, are not so arbitrary, excessive, or burdensome so as to unreasonably restrict the ability of homeowners to create accessory dwelling units in zones in which they are authorized by local ordinance. SEC. 5. Section 65852.2 of the Government Code is amended to read: 65852.2. (a)  (1)  A local agency may, by ordinance, provide for the creation of accessory dwelling units in single-family and multifamily residential zones. The ordinance shall do all of the following: (A)  Designate areas within the jurisdiction of the local agency where accessory dwelling units may be permitted. The designation of areas may be based on criteria, that may include, but are not limited to, the adequacy of water and sewer services and the impact of accessory dwelling units on traffic flow and public safety. (B)  Impose standards on accessory dwelling units that include, but are not limited to, parking, height, setback, lot coverage, architectural review, 90 Ch. 720— 9 — May 23, 2017 Contra Costa County Board of Supervisors 190 maximum size of a unit, and standards that prevent adverse impacts on any real property that is listed in the California Register of Historic Places. (C)  Provide that accessory dwelling units do not exceed the allowable density for the lot upon which the accessory dwelling unit is located, and that accessory dwelling units are a residential use that is consistent with the existing general plan and zoning designation for the lot. (2)  The ordinance shall not be considered in the application of any local ordinance, policy, or program to limit residential growth. (3)  When a local agency receives its first application on or after July 1, 2003, for a permit pursuant to this subdivision, the application shall be considered ministerially without discretionary review or a hearing, notwithstanding Section 65901 or 65906 or any local ordinance regulating the issuance of variances or special use permits, within 120 days of submittal of a complete building permit application. A local agency may charge a fee to reimburse it for costs that it incurs as a result of amendments to this paragraph enacted during the 2001–02 Regular Session of the Legislature, including the costs of adopting or amending any ordinance that provides for the creation of accessory dwelling units. (b)  (1)  When a local agency that has not adopted an ordinance governing accessory dwelling units in accordance with subdivision (a) receives its first application on or after July 1, 1983, for a permit pursuant to this subdivision, the local agency shall accept the application and approve or disapprove the application ministerially without discretionary review pursuant to this subdivision unless it adopts an ordinance in accordance with subdivision (a) within 120 days after receiving the application. Notwithstanding Section 65901 or 65906, every local agency shall ministerially approve the creation of an accessory dwelling unit if the accessory dwelling unit complies with all of the following: (A)  The unit is not intended for sale separate from the primary residence and may be rented. (B)  The lot is zoned for single-family or multifamily use. (C)  The lot contains an existing single-family dwelling. (D)  The accessory dwelling unit is either attached to the existing dwelling and located within the living area of the existing dwelling or detached from the existing dwelling and located on the same lot as the existing dwelling. (E)  The increased floor area of an attached accessory dwelling unit shall not exceed 50 percent of the existing living area, with a maximum increase in floor area of 1,200 square feet. (F)  The total area of floorspace for a detached accessory dwelling unit shall not exceed 1,200 square feet. (G)  Requirements relating to height, setback, lot coverage, architectural review, site plan review, fees, charges, and other zoning requirements generally applicable to residential construction in the zone in which the property is located. (H)  Local building code requirements that apply to detached dwellings, as appropriate. 90 — 10 —Ch. 720 May 23, 2017 Contra Costa County Board of Supervisors 191 (I)  Approval by the local health officer where a private sewage disposal system is being used, if required. (2)  No other local ordinance, policy, or regulation shall be the basis for the denial of a building permit or a use permit under this subdivision. (3)  This subdivision establishes the maximum standards that local agencies shall use to evaluate proposed accessory dwelling units on lots zoned for residential use that contain an existing single-family dwelling. No additional standards, other than those provided in this subdivision or subdivision (a), shall be utilized or imposed, except that a local agency may require an applicant for a permit issued pursuant to this subdivision to be an owner-occupant or that the property be used for rentals of terms longer than 30 days. (4)  A local agency may amend its zoning ordinance or general plan to incorporate the policies, procedures, or other provisions applicable to the creation of accessory dwelling units if these provisions are consistent with the limitations of this subdivision. (5)  An accessory dwelling unit that conforms to this subdivision shall not be considered to exceed the allowable density for the lot upon which it is located, and shall be deemed to be a residential use that is consistent with the existing general plan and zoning designations for the lot. The accessory dwelling units shall not be considered in the application of any local ordinance, policy, or program to limit residential growth. (c)  A local agency may establish minimum and maximum unit size requirements for both attached and detached accessory dwelling units. No minimum or maximum size for an accessory dwelling unit, or size based upon a percentage of the existing dwelling, shall be established by ordinance for either attached or detached dwellings that does not otherwise permit at least an efficiency unit to be constructed in compliance with local development standards. Accessory dwelling units shall not be required to provide fire sprinklers if they are not required for the primary residence. (d)  Parking requirements for accessory dwelling units shall not exceed one parking space per unit or per bedroom. These spaces may be provided as tandem parking on an existing driveway. Off-street parking shall be permitted in setback areas in locations determined by the local agency or through tandem parking, unless specific findings are made that parking in setback areas or tandem parking is not feasible based upon fire and life safety conditions. This subdivision shall not apply to a unit that is described in subdivision (e). (e)  Notwithstanding any other law, a local agency, whether or not it has adopted an ordinance governing accessory dwelling units in accordance with subdivision (a), shall not impose parking standards for an accessory dwelling unit in any of the following instances: (1)  The accessory dwelling unit is located within one-half mile of public transit. (2)  The accessory dwelling unit is located within an architecturally and historically significant historic district. 90 Ch. 720— 11 — May 23, 2017 Contra Costa County Board of Supervisors 192 (3)  The accessory dwelling unit is part of the existing primary residence or an existing accessory structure. (4)  When on-street parking permits are required but not offered to the occupant of the accessory dwelling unit. (5)  When there is a car share vehicle located within one block of the accessory dwelling unit. (f)  Notwithstanding subdivisions (a) to (e), inclusive, a local agency shall ministerially approve an application for a building permit to create within a single-family residential zone one accessory dwelling unit per single-family lot if the unit is contained within the existing space of a single-family residence or accessory structure, has independent exterior access from the existing residence, and the side and rear setbacks are sufficient for fire safety. Accessory dwelling units shall not be required to provide fire sprinklers if they are not required for the primary residence. (g)  (1)  Fees charged for the construction of accessory dwelling units shall be determined in accordance with Chapter 5 (commencing with Section 66000) and Chapter 7 (commencing with Section 66012). (2)  Accessory dwelling units shall not be considered new residential uses for the purposes of calculating local agency connection fees or capacity charges for utilities, including water and sewer service. (A)  For an accessory dwelling unit described in subdivision (f), a local agency shall not require the applicant to install a new or separate utility connection directly between the accessory dwelling unit and the utility or impose a related connection fee or capacity charge. (B)  For an accessory dwelling unit that is not described in subdivision (f), a local agency may require a new or separate utility connection directly between the accessory dwelling unit and the utility. Consistent with Section 66013, the connection may be subject to a connection fee or capacity charge that shall be proportionate to the burden of the proposed accessory dwelling unit, based upon either its size or the number of its plumbing fixtures, upon the water or sewer system. This fee or charge shall not exceed the reasonable cost of providing this service. (h)  This section does not limit the authority of local agencies to adopt less restrictive requirements for the creation of accessory dwelling units. (i)  Local agencies shall submit a copy of the ordinances adopted pursuant to subdivision (a) to the Department of Housing and Community Development within 60 days after adoption. (j)  As used in this section, the following terms mean: (1)  “Living area” means the interior habitable area of a dwelling unit including basements and attics but does not include a garage or any accessory structure. (2)  “Local agency” means a city, county, or city and county, whether general law or chartered. (3)  For purposes of this section, “neighborhood” has the same meaning as set forth in Section 65589.5. (4)  “Accessory dwelling unit” means an attached or a detached residential dwelling unit which provides complete independent living facilities for one 90 — 12 —Ch. 720 May 23, 2017 Contra Costa County Board of Supervisors 193 or more persons. It shall include permanent provisions for living, sleeping, eating, cooking, and sanitation on the same parcel as the single-family dwelling is situated. An accessory dwelling unit also includes the following: (A)  An efficiency unit, as defined in Section 17958.1 of Health and Safety Code. (B)  A manufactured home, as defined in Section 18007 of the Health and Safety Code. (k)  Nothing in this section shall be construed to supersede or in any way alter or lessen the effect or application of the California Coastal Act (Division 20 (commencing with Section 30000) of the Public Resources Code), except that the local government shall not be required to hold public hearings for coastal development permit applications for accessory dwelling units. SEC. 5.5. Section 65852.2 of the Government Code is amended to read: 65852.2. (a)  (1)  A local agency may, by ordinance, provide for the creation of accessory dwelling units in single-family and multifamily residential zones. The ordinance shall do all of the following: (A)  Designate areas within the jurisdiction of the local agency where accessory dwelling units may be permitted. The designation of areas may be based on criteria, that may include, but are not limited to, the adequacy of water and sewer services and the impact of accessory dwelling units on traffic flow and public safety. (B)  (i)  Impose standards on accessory dwelling units that include, but are not limited to, parking, height, setback, lot coverage, landscape, architectural review, maximum size of a unit, and standards that prevent adverse impacts on any real property that is listed in the California Register of Historic Places. (ii)  Notwithstanding clause (i), a local agency may reduce or eliminate parking requirements for any accessory dwelling unit located within its jurisdiction. (C)  Provide that accessory dwelling units do not exceed the allowable density for the lot upon which the accessory dwelling unit is located, and that accessory dwelling units are a residential use that is consistent with the existing general plan and zoning designation for the lot. (D)  Require the accessory dwelling units to comply with all of the following: (i)  The unit is not intended for sale separate from the primary residence and may be rented. (ii)  The lot is zoned for single-family or multifamily use and contains an existing, single-family dwelling. (iii)  The accessory dwelling unit is either attached to the existing dwelling or located within the living area of the existing dwelling or detached from the existing dwelling and located on the same lot as the existing dwelling. (iv)  The increased floor area of an attached accessory dwelling unit shall not exceed 50 percent of the existing living area, with a maximum increase in floor area of 1,200 square feet. (v)  The total area of floorspace for a detached accessory dwelling unit shall not exceed 1,200 square feet. 90 Ch. 720— 13 — May 23, 2017 Contra Costa County Board of Supervisors 194 (vi)  No passageway shall be required in conjunction with the construction of an accessory dwelling unit. (vii)  No setback shall be required for an existing garage that is converted to a accessory dwelling unit, and a setback of no more than five feet from the side and rear lot lines shall be required for an accessory dwelling unit that is constructed above a garage. (viii)  Local building code requirements that apply to detached dwellings, as appropriate. (ix)  Approval by the local health officer where a private sewage disposal system is being used, if required. (x)  (I)  Parking requirements for accessory dwelling units shall not exceed one parking space per unit or per bedroom. These spaces may be provided as tandem parking on an existing driveway. (II)  Offstreet parking shall be permitted in setback areas in locations determined by the local agency or through tandem parking, unless specific findings are made that parking in setback areas or tandem parking is not feasible based upon specific site or regional topographical or fire and life safety conditions, or that it is not permitted anywhere else in the jurisdiction. (III)  This clause shall not apply to a unit that is described in subdivision (d). (xi)  When a garage, carport, or covered parking structure is demolished in conjunction with the construction of an accessory dwelling unit, and the local agency requires that those offstreet parking spaces be replaced, the replacement spaces may be located in any configuration on the same lot as the accessory dwelling unit, including, but not limited to, as covered spaces, uncovered spaces, or tandem spaces, or by the use of mechanical automobile parking lifts. This clause shall not apply to a unit that is described in subdivision (d). (2)  The ordinance shall not be considered in the application of any local ordinance, policy, or program to limit residential growth. (3)  When a local agency receives its first application on or after July 1, 2003, for a permit pursuant to this subdivision, the application shall be considered ministerially without discretionary review or a hearing, notwithstanding Section 65901 or 65906 or any local ordinance regulating the issuance of variances or special use permits, within 120 days after receiving the application. A local agency may charge a fee to reimburse it for costs that it incurs as a result of amendments to this paragraph enacted during the 2001–02 Regular Session of the Legislature, including the costs of adopting or amending any ordinance that provides for the creation of an accessory dwelling unit. (4)  An existing ordinance governing the creation of an accessory dwelling unit by a local agency or an accessory dwelling ordinance adopted by a local agency subsequent to the effective date of the act adding this paragraph shall provide an approval process that includes only ministerial provisions for the approval of accessory dwelling units and shall not include any discretionary processes, provisions, or requirements for those units, except as otherwise provided in this subdivision. In the event that a local agency 90 — 14 —Ch. 720 May 23, 2017 Contra Costa County Board of Supervisors 195 has an existing accessory dwelling unit ordinance that fails to meet the requirements of this subdivision, that ordinance shall be null and void upon the effective date of the act adding this paragraph and that agency shall thereafter apply the standards established in this subdivision for the approval of accessory dwelling units, unless and until the agency adopts an ordinance that complies with this section. (5)  No other local ordinance, policy, or regulation shall be the basis for the denial of a building permit or a use permit under this subdivision. (6)  This subdivision establishes the maximum standards that local agencies shall use to evaluate a proposed accessory dwelling unit on a lot zoned for residential use that contains an existing single-family dwelling. No additional standards, other than those provided in this subdivision, shall be utilized or imposed, except that a local agency may require an applicant for a permit issued pursuant to this subdivision to be an owner-occupant or that the property be used for rentals of terms longer than 30 days. (7)  A local agency may amend its zoning ordinance or general plan to incorporate the policies, procedures, or other provisions applicable to the creation of an accessory dwelling unit if these provisions are consistent with the limitations of this subdivision. (8)  An accessory dwelling unit that conforms to this subdivision shall be deemed to be an accessory use or an accessory building and shall not be considered to exceed the allowable density for the lot upon which it is located, and shall be deemed to be a residential use that is consistent with the existing general plan and zoning designations for the lot. The accessory dwelling unit shall not be considered in the application of any local ordinance, policy, or program to limit residential growth. (b)  When a local agency that has not adopted an ordinance governing accessory dwelling units in accordance with subdivision (a) receives its first application on or after July 1, 1983, for a permit to create an accessory dwelling unit pursuant to this subdivision, the local agency shall accept the application and approve or disapprove the application ministerially without discretionary review pursuant to subdivision (a) within 120 days after receiving the application. (c)  A local agency may establish minimum and maximum unit size requirements for both attached and detached accessory dwelling units. No minimum or maximum size for an accessory dwelling unit, or size based upon a percentage of the existing dwelling, shall be established by ordinance for either attached or detached dwellings that does not permit at least an efficiency unit to be constructed in compliance with local development standards. Accessory dwelling units shall not be required to provide fire sprinklers if they are not required for the primary residence. (d)  Notwithstanding any other law, a local agency, whether or not it has adopted an ordinance governing accessory dwelling units in accordance with subdivision (a), shall not impose parking standards for an accessory dwelling unit in any of the following instances: (1)  The accessory dwelling unit is located within one-half mile of public transit. 90 Ch. 720— 15 — May 23, 2017 Contra Costa County Board of Supervisors 196 (2)  The accessory dwelling unit is located within an architecturally and historically significant historic district. (3)  The accessory dwelling unit is part of the existing primary residence or an existing accessory structure. (4)  When on-street parking permits are required but not offered to the occupant of the accessory dwelling unit. (5)  When there is a car share vehicle located within one block of the accessory dwelling unit. (e)  Notwithstanding subdivisions (a) to (d), inclusive, a local agency shall ministerially approve an application for a building permit to create within a single-family residential zone one accessory dwelling unit per single-family lot if the unit is contained within the existing space of a single-family residence or accessory structure, has independent exterior access from the existing residence, and the side and rear setbacks are sufficient for fire safety. Accessory dwelling units shall not be required to provide fire sprinklers if they are not required for the primary residence. (f)  (1)  Fees charged for the construction of accessory dwelling units shall be determined in accordance with Chapter 5 (commencing with Section 66000) and Chapter 7 (commencing with Section 66012). (2)  Accessory dwelling units shall not be considered new residential uses for the purposes of calculating local agency connection fees or capacity charges for utilities, including water and sewer service. (A)  For an accessory dwelling unit described in subdivision (e), a local agency shall not require the applicant to install a new or separate utility connection directly between the accessory dwelling unit and the utility or impose a related connection fee or capacity charge. (B)  For an accessory dwelling unit that is not described in subdivision (e), a local agency may require a new or separate utility connection directly between the accessory dwelling unit and the utility. Consistent with Section 66013, the connection may be subject to a connection fee or capacity charge that shall be proportionate to the burden of the proposed accessory dwelling unit, based upon either its size or the number of its plumbing fixtures, upon the water or sewer system. This fee or charge shall not exceed the reasonable cost of providing this service. (g)  This section does not limit the authority of local agencies to adopt less restrictive requirements for the creation of an accessory dwelling unit. (h)  Local agencies shall submit a copy of the ordinance adopted pursuant to subdivision (a) to the Department of Housing and Community Development within 60 days after adoption. (i)  As used in this section, the following terms mean: (1)  “Living area” means the interior habitable area of a dwelling unit including basements and attics but does not include a garage or any accessory structure. (2)  “Local agency” means a city, county, or city and county, whether general law or chartered. (3)  For purposes of this section, “neighborhood” has the same meaning as set forth in Section 65589.5. 90 — 16 —Ch. 720 May 23, 2017 Contra Costa County Board of Supervisors 197 (4)  “Accessory dwelling unit” means an attached or a detached residential dwelling unit which provides complete independent living facilities for one or more persons. It shall include permanent provisions for living, sleeping, eating, cooking, and sanitation on the same parcel as the single-family dwelling is situated. An accessory dwelling unit also includes the following: (A)  An efficiency unit, as defined in Section 17958.1 of Health and Safety Code. (B)  A manufactured home, as defined in Section 18007 of the Health and Safety Code. (5)  “Passageway” means a pathway that is unobstructed clear to the sky and extends from a street to one entrance of the accessory dwelling unit. (j)  Nothing in this section shall be construed to supersede or in any way alter or lessen the effect or application of the California Coastal Act (Division 20 (commencing with Section 30000) of the Public Resources Code), except that the local government shall not be required to hold public hearings for coastal development permit applications for accessory dwelling units. SEC. 6. Section 66412.2 of the Government Code is amended to read: 66412.2. This division shall not apply to the construction, financing, or leasing of dwelling units pursuant to Section 65852.1 or accessory dwelling units pursuant to Section 65852.2, but this division shall be applicable to the sale or transfer, but not leasing, of those units. SEC. 7. Section 5.5 of this bill incorporates amendments to Section 65852.2 of the Government Code proposed by both this bill and Assembly Bill 2299. It shall only become operative if (1) both bills are enacted and become effective on or before January 1, 2017, (2) each bill amends Section 65852.2 of the Government Code, and (3) this bill is enacted after Assembly Bill 2299, in which case Section 5 of this bill shall not become operative. SEC. 8. No reimbursement is required by this act pursuant to Section 6 of Article XIIIB of the California Constitution because a local agency or school district has the authority to levy service charges, fees, or assessments sufficient to pay for the program or level of service mandated by this act, within the meaning of Section 17556 of the Government Code. O 90 Ch. 720— 17 — May 23, 2017 Contra Costa County Board of Supervisors 198 Accessory Dwelling Unit Ordinance ADU May 23, 2017 Contra Costa County Board of Supervisors 199 -ADUs to be approved ministerially -More flexibility on off-street parking -Modifications to the Kensington Combining District May 23, 2017 Contra Costa County Board of Supervisors 200 Internal Conversion to Establish an ADU Must be Approved Ministerially Section 82-24.006 (b)Permitting Procedure: An application for a permit to establish an accessory dwelling unit that is an internal conversion within an existing single-family residence or accessory building will be approved ministerially without discretionary review or public hearing and therefore; are not subject to the development standards specified in Section 82- 24.012. May 23, 2017 Contra Costa County Board of Supervisors 201 PROPOSED DEVELOPMENT STANDARDS County Wide Kensington Minimum lot area: 6,000 sq. ft.Minimum lot area: 10,000 sq. ft. Maximum height: 35 feet Maximum height: 14 feet Maximum size detached: 1,000 sq. ft. residential/1,200 sq. ft. agricultural more than 5 acre Maximum size detached: 600 sq. ft. or 60% of the floor are of primary residence, whichever is smaller Maximum size attached: 50% of the floor area of main residence Maximum size attached: 50% of the floor area of main residence or as max. allowed aboveMay 23, 2017 Contra Costa County Board of Supervisors 202 Variance to Location and Development Standards: As permitted under Section III of the Ordinance, the Zoning Administrator may consider a variance from the required location and development standards such as: Height Setbacks lot size, and off-street parking requirements. May 23, 2017 Contra Costa County Board of Supervisors 203 QUESTIONS May 23, 2017 Contra Costa County Board of Supervisors 204 RECOMMENDATION(S): 1. OPEN the hearing on the appeal of the County Planning Commission's approval of County File #SD16-9429, ACCEPT public testimony, and CLOSE the hearing. 2. FIND that on the basis of the whole record before the County that there is no substantial evidence that the Gloria Terrace Estates subdivision project as mitigated will have a significant effect on the environment and that the September 21, 2016, Mitigated Negative Declaration is adequate for the purpose of compliance with the California Environmental Quality Act (CEQA) and reflects the County's independent judgment and analysis. 3. ADOPT the September 21, 2016, Mitigated Negative Declaration and Mitigation and Monitoring and Reporting Program prepared for the project. 4. APPROVE the revised Vesting Tentative Map received April 14, 2017, based on the attached Findings and Conditions of Approval for Gloria Terrace Estates, Lafayette (County File #SD16-9429). 5. DENY the appeal of Bruce A. Last and Hanna and Prem Cervenka. 6. DIRECT the Department of Conservation and Development to post the Notice of Determination with the County Clerk. FISCAL IMPACT: None. The applicant is responsible for the costs of processing this application. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS Contact: Francisco Avila, (925) 674-7801 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: D.12 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:May 23, 2017 Contra Costa County Subject:Appeal of the County Planning Commission's Approval of SD16-9429, for a 9-Lot Subdivision in the Lafayette Area (3198 Gloria Terrace) May 23, 2017 Contra Costa County Board of Supervisors 205 BACKGROUND: This is a joint appeal filed by two neighboring property owners of the County Planning Commission’s (CPC) decision approving a proposal to subdivide a 7.5 acre site into 9 new residential lots. In February 2016, the applicant submitted this 9-lot subdivision application requesting to develop the subject property located within the unincorporated Lafayette area. The design of the subdivision map has been modified several times as a result of neighborhood feedback. Modifications to the project to include: a) selective window placement, b) lower building pad elevations, c) re-orientation of the access road, d) re-location of the building pads, e) addition of 6 on-street parking spaces, and f) planting of 24 trees. Each of these modifications was aimed at providing increased privacy for neighbors and greater distance between existing and proposed homes. At the County’s request, the applicant has also added a pedestrian sidewalk along the entire length of the project’s access road, agreed to improve pedestrian safety along Gloria Terrace and has produced a visual simulation of the project. County Planning Commission (CPC) Hearing, January 25, 2017 At the January 25, 2017, CPC hearing, the Commission took testimony from the applicant, and members of the public. The main issues raised during testimony were: grading, drainage, biology, traffic, and privacy. Members of the public commented that during grading activities, the site’s rainwater should not be allowed to affect downhill properties. In response, Public Works Department staff indicated that all stormwater runoff from this project will be diverted to existing stormwater facilities. Additionally, several members of the public had concerns with the lack of on-street parking for the subdivision. In response, the applicant indicated that each new home will include a three-car garage and three additional guest parking spaces on each lot. After considering all of the testimony, the Commission modified condition of approval #3, to require submittal of a parking plan prior to the recordation of the map. The parking plan must show 6 parking spaces on each newly created lot (including three in each garage for 54 parking spaces total). The Commission also required that each new home be constructed with a fire suppression sprinkler system which is compliant with the applicable California Building Code. After modifying the conditions of approval, the CPC unanimously approved the 9-lot Vesting Tentative Map, County File Number SD16-9429. Since the January 2017, CPC hearing, the applicant has revised the subdivision map to include an additional 6 on-street parking spaces along the access road and 24 new screening trees. The 6 on-street parking spaces are beyond the Commission's requirement to show the 6 parking spaces on each lot. Additionally, staff is proposing to modify condition of approval #14, to explicitly limit retaining wall height to 3 feet tall within the required setbacks. GENERAL DISCUSSION 1. Project Description: The applicant is requesting approval of a 9-lot Vesting Tentative Map. The details of the request are described below: A. Subdivision The proposed tentative map identifies 9 lots ranging in size from 22,608 to 73,301 square feet in area. The lots will be accessed via a new private road located on the subject site. A 220-foot section of the new private road will be located on the adjacent parcel to the south, within an existing 20-foot-wide access easement. The new private road will be constructed to County private road standards and will include a sidewalk, curbs and gutters. The new road will intersect with Gloria Terrace at a single location. All drainage features, streets and other common areas will be maintained by a homeowner’s association created for the subdivision. The applicant is also proposing to grade approximately 18,000 cubic yards of soil, which will be balanced on-site in order to create the building pads, roadway and related subdivision improvements. B. Building Design The Gloria Terrace Estates development will offer custom built homes specifically designed for each May 23, 2017 Contra Costa County Board of Supervisors 206 lot. According to the architectural renderings for the project, two story split-level homes will be constructed on the majority of lots. Lots 1 through 4 are at lower elevations compared to the majority of the surrounding properties, therefore, no height restrictions have been placed on those lots other than those normally required for the R-20 Single-Family Residential Zoning District. As lots 5 through 9 are at higher elevations, specific, more restrictive height limitations have been recommended for those lots as follows (COA #14): Residential buildings on lots 5, 7, 8 and 9 shall not exceed 18 feet in height above the 440-foot elevation level. Overall heights within stepped down portions of residences may exceed 18 feet but not more than 35 feet in height. Residential buildings on lots 5, 7, 8 and 9 shall be of a split level design to reduce effective visual bulk. Residential buildings on lot 6 shall not exceed 28 feet in height above the 437-foot elevation level. C. Trees/Landscaping The removal of 16 trees is requested in order to create the new lots and related subdivision improvements. Work within the dripline of 30 other trees will also be required as a result of grading, roadway construction, and installation of drainage facilities. A Tree Survey, dated February 4, 2016, prepared by Timothy Ghirardelli, has been submitted with the project and includes recommended tree and root zone protection guidelines. No specific landscaping plans have been submitted for individual lots, however, as home sites are developed, landscaping plans may be necessary if required by County Ordinance (square-footage of new landscaping etc.). D. Inclusionary Housing Residential development applications proposing 5 through 125 for-sale units, are subject to the Inclusionary Housing Ordinance, Chapter 822-4. In this case, the project must include the required number of Inclusionary Housing units or pay the in-lieu fee. Thus, the applicant has elected to pay the total in-lieu fee of $34,874 in order to satisfy ordinance requirements. E. Sidewalk Extension, Within the Gloria Terrace Right-of-Way Off-site roadway improvements will consist of shoulder improvements along Gloria Terrace between Reliez Valley Road and Taylor Boulevard, as detailed in the June 16, 2016, Gloria Terrace Shoulder Improvements exhibit (attached). The aim of the improvements will be to improve pedestrian safety along this stretch of road. 2. Site and Area: The subject site is located on the east side of Gloria Terrace, 1,250 feet northwest of the Taylor Boulevard/Gloria Terrace intersection. The assessor’s parcel numbers for the site are 166-200-032 and 166-210-008. The property consists of 7.5 total acres and is currently vacant. There are a total of 83 trees scattered throughout the property. The site is generally rectangular in shape, 900 feet long, 400 feet wide and straddles the top and steep sides of a natural ridgeline. The top of the ridgeline has an elevation of 457 feet. There is a linear valley approximately 60 feet wide along the southeastern portion of the property. This valley begins at an elevation of approximately 300 feet and extends up to an elevation of 380 feet. The site is accessed by a panhandle shaped portion of the property (200 feet long by 50 feet wide), which abuts Gloria Terrace and a parallel 20-foot wide access easement over APN: 166-200-026. Parcels in the vicinity range in size from 0.50-acre to over 3-acres and tend to be developed with residential uses. 3. General Plan and Zoning: The site has a general plan designation of Single-Family Residential-Low Density (SL), which has a density range of 1.0 to 2.9 units per net acre. According to section 3.7 of the 2005-2020 County General Plan, "Net acreage includes all land area used exclusively for residential purposes, and excludes streets, highways, and all other public rights-of-way". Given that the net acreage for the property is 6.5 acres (7.5 gross acres minus 1.0 acre of improvements), the site is allowed 18 total units. However, due to several steep areas of the site, the project proponent has proposed 9 lots which conform to May 23, 2017 Contra Costa County Board of Supervisors 207 the physical characteristics of the site. Furthermore, each lot meets or exceeds the minimum lot area, depth and average width requirements as required by the R-20 zoning district. No specific residential plans have been submitted as part of this application, however, condition of approval #13 requires an administrative review of new home plans (e.g., site plan, floor plan and elevations) prior to issuance of building permits. Each review will insure all yard setbacks and height limits have been met, as well as, compliance with any applicable subdivision requirements (geological, tree preservation, and landscaping, etc.) including off-street parking space requirement. Lastly, the project includes the off-site physical improvement of the Gloria Terrace right-of-way. Currently, there are "patches" of Gloria Terrace that do not have pedestrian walkways or shoulders to accommodate safe pedestrian travel. Per condition of approval #35, the applicant will be required to install the subject pedestrian improvements (per the Public Works Department's review and approval) prior to the filing of the Final Map for this project. ENVIRONMENTAL REVIEW In accordance with the state Guidelines for Implementation of the California Environmental Quality Act (CEQA), an initial study was prepared to determine potential environmental impacts of the Gloria Terrace Estates project. Upon completion of the initial study, it was determined that mitigation measures could be incorporated into the project description that would reduce project impacts to a less than significant level. The Initial Study and Notice of Public Review and Notice of Intent to Adopt a Mitigated Negative Declaration was posted with the County Recorder and circulated for public review from September 21, 2016 through October 21, 2016. A total of 14 letters and one petition with 23 signatories were received opposing the project during the comment period. Topics of concern were related to Traffic, Aesthetics, Noise, Air/Dust and Geology. A complete review of the issues of concern and staff’s response is provided in Section IX of the attached January 25, 2017, County Planning Commission staff report. APPEAL OF COUNTY PLANNING COMMISSION’S (CPC) DECISION The County received an appeal, filed by two neighboring property owners, dated February 6, 2017, of the CPC’s decision approving the subject project. The appellants cite eight general areas of opposition. Staff has summarized the appeal points contained in the appeal letter and has provided a discussion of each point below. Review of Points Raised in Appellant’s Appeal Letter 1. Environmental Impact Report Required – The appellant contends that an Environmental Impact Report (EIR) should be prepared for the project. Staff Response: In September 2016, staff completed an initial study (Mitigated Negative Declaration - MND) for the project. The following studies were utilized in preparation of the MND: Tree Survey, prepared by Timothy C. Ghirardelli, dated February 4, 2016; Preliminary Geologic and Geotechnical Investigation for Gloria Terrace Estates, prepared by GFK & Associates, Inc., dated February 4, 2016; Preliminary Storm Water Control Plan for Gloria Terrace Estates, prepared by Humann Company Inc., dated June 2016; Biological Resource Analysis prepared for Gloria Terrace Estates, prepared by Monk & Associates, Inc., dated 9, 2016; Gloria Terrace Right-of-Way Improvement Exhibit, dated June 16, 2016; Gloria Terrace Estates Architectural Renderings, dated June 16, 2016. The MND was posted and circulated for comments and review. According to Section 15002 (a) of the California Environmental Quality Act, the basic purposes of CEQA are to identify ways that environmental damage can be avoided or significantly reduced and to inform governmental decision makers and the May 23, 2017 Contra Costa County Board of Supervisors 208 general public of ways this has been achieved. As part of the initial study for this project, potential impacts have been identified in the areas of: a) Aesthetics, b) Air Quality, c) Biological Resources, d) Cultural Resources, and e) Geology. There are no County designated scenic vistas/resources within the project area. Nevertheless, height restrictions and design guidelines (terracing of retaining walls, muted color choices, and split level home designs) have been incorporated into the project to ensure the project will be compatible with the existing neighborhood. Best Management Practices have been incorporated into the project to limit air impacts during construction (watering of exposed surfaces, limiting of onsite traffic speeds and limiting truck idling times to 5 minutes). Nesting bird surveys will be conducted prior to ground disturbance to ensure that no protected species are present when grading or tree removal activities begin. If human remains or other historically significant artifacts are found during grading, the project applicant is required to stop all work within 50 feet of the find until a certified professional has had an opportunity to determine the proper treatment of the situation. Geologically, numerous borings have been taken at this site and laboratory tested. Based on these laboratory results, it has been determined that while the uppermost two feet of soil may be loose and subject to "soil creep" when saturated, the underlying material at the site consists of compacted sandstone. To ensure, home foundations are secure, the project has been required to have a geotechnical engineer onsite during pier hole drilling to ensure that piers penetrate deep into bedrock. With regards to cumulative traffic levels in the Reliez Valley Road and Taylor Boulevard corridors, it is apparent that traffic volume has increased over the past few decades. Nevertheless, these current traffic levels serve as the baseline for this project. As proposed, the 9-lot subdivision is expected to generate less than ten AM or PM peak hour vehicular trips per weekday. Recently, the County Planning Commission approved a four lot subdivision on Gloria Terrace. The project will not individually or cumulatively cause a significant impact to traffic once completed. The Public Works Department has reviewed the project and has not expressed any concerns related to the proposed private roadway, ingress or egress, or traffic levels of service at any nearby intersections. There is a less-than-significant impact on roadways as the project engineer has been able to balance all grading onsite. This approach will reduce the number of construction related vehicles entering or exiting the site since there will be no hauling of dirt from either or from the project site. Construction vehicles will however, elevate short-term noise levels onsite due to grading or construction of homes. Best Management Practices such as requiring mufflers on equipment, and the prohibition of unnecessary idling engines will reduce the noise impacts to less-than-significant levels. Furthermore, Mitigation Measure NOISE-1 limits all construction activity to the hours of 8:00 AM to 5:30 PM, Monday through Friday, and prohibits work on state and federal holidays. As summarized above, no substantial evidence has been provided to staff that suggests the project will have a significant effect on the environment. Per Section 15384 (b), of the Public Resource Code substantial evidence shall include: facts, reasonable assumptions predicated upon facts, and expert opinion supported by facts. Each environmental area of concern was discussed and presented to the County Planning Commission for consideration. Upon review of the comments, mitigation measures, the project, the Commission determined that in light of the whole record, no substantial evidence has been presented that warranted additional studies, new mitigations, or preparation of an environmental impact report. 2. Fire Protection - The appellant contends that the findings required by California Government Code Section 66474.02 have not been made. Therefore, the application should be denied. Staff Response: California Government Code Section 66474.02 requires a local agency to demonstrate that contracts are in place if the project location is within a Department of Forestry and Fire Protection “State responsibility area”. “State responsibility areas” means areas of the state in which the financial responsibility of preventing and suppressing fires is upon the Department of Forestry. This section of code has no bearing on this application as the site is within the service boundaries of the Contra Costa County Fire Protection District. The Contra Costa County Fire Protection District has reviewed the application and has not raised any issues of concern. Furthermore, condition of approval # 36, requires that fire suppression sprinkler systems be added to each new home constructed as part of this subdivision. Therefore, no findings May 23, 2017 Contra Costa County Board of Supervisors 209 or other actions are required with respect to the appellant’s cited section of government code. The applicant will be required to comply with all of the requirements of the Fire District prior to obtaining approval of a building permit for any building on the site. 3. Geology - The appellant contends that the geotechnical investigation prepared for this project does not address a previous geological study prepared for the site in 2003 or include data on the site’s subsurface soil characteristics. Staff Response: Due to the passage of time and potential change of site characteristics, the applicant retained GFK & Associates to prepare an updated Preliminary Geologic Investigation (Geologic Report) for subject property. The Report was completed in February of 2016. A total of five exploratory borings were drilled and logged as part of the investigation. A thin layer of topsoil about 1 to 1.5 feet thick was identified on Lot 5 and 9. Although portions of this topsoil layer has "crept", laboratory testing of the soil indicated that these lots are underlain by sandstone bedrock. Therefore, although the upper most portion of the site's soil has crept due to heavy moisture content, no evidence has been uncovered that the bedrock is unstable. Nevertheless, based on the soil analysis, GFK & Associates has offered a set of recommendations for the project. County Geologist, Darwin Myers Associates provided staff with a peer review of the Geologic Report and found that sufficient information was provided within the Geologic Report. Recommended geological conditions of approval were provided and incorporated into the project as Mitigation Measures GEO-1 through GEO-3. In short, the conditions require that additional lot-by-lot subsurface investigations be conducted prior to final design of each new home. Based on that lot-by-lot investigation, it is required that all grading and foundation recommendations be included in the development plans. Based on the Geologic Report and adopted Mitigation Measures, the County Planning Commission determined that no additional studies or conditions of approval are warranted for this project with respect to geology. 4. Drainage - The appellants contend that a corrugated drainage pipe (no dimension given) runs through the subject property and was not addressed by the developer or environmental review. Staff Response: A Stormwater Control Plan (Plan), dated June 2016, has been prepared for the project. The Plan has been designed to minimize the impervious areas and treat the runoff generated from the project. The Plan has been reviewed by the Public Works Department and found to meet the requirements set forth in the County’s Stormwater Management Ordinance. The project is required by Condition of Approval #50 to “Collect and Convey” all stormwater to an adequate stormwater system (stormwater generated via corrugated pipe included). In essence, the project is conditioned to maintain peak water flows during storm events to preconstruction conditions. Based on the Public Works Department's review, no additional study or conditions of approval are warranted to accommodate the stormwater runoff generated by the project. 5. Aesthetics - The appellants contend that the CEQA Aesthetics finding of “Less than Significant with Mitigation” is incorrect due to misleading architectural renderings. Additionally, the appellant is recommending the following restrictions for the project: a) limit the subdivision to a total of 5 lots, b) limit homes to single story designs, and c) irrevocably deed restrict properties against further subdivision. Staff Response: There are no County designated scenic ridgelines or resources within the area. Nevertheless, to reduce potential aesthetic impacts, the developer has proposed to lower the upper elevation of the site by 17 feet. By lowering building pads of lots 5 to 9, the potential new homes will not significantly protrude into any views currently had by adjacent properties. The architectural renderings demonstrate this fact and give a general sense of building mass. Per the renderings, each home incorporates an architectural design that avoids large plains of unbroken facades. Many of the homes in the area are of a two-story design and incorporate similar design features. Additionally, since the January 25, 2017, CPC hearing, the applicant has added 24 landscaping trees to the Vesting Tentative Map. The location of these new trees will provide additional privacy screening between existing and proposed residences, as well as, block vehicle headlights while utilizing the access road. Furthermore, according to the net acreage of the site, the site could potentially accommodate up to 18 new residential lots. Notwithstanding that fact, the project sponsor has proposed a 9 lot project which is less May 23, 2017 Contra Costa County Board of Supervisors 210 dense than much of the surrounding developments. As mentioned above, there are no identified scenic vistas or other protected natural resources that would benefit the overall County if protected. No aesthetic impacts have been brought to staff's attention that would necessitate placement of a deed restriction against further development of the subject property. Based on the project design and adopted mitigation measures, the County Planning Commission unanimously voted to adopt the CEQA findings (including determining that aesthetic impacts are less than significant) and approve the project. 6. Biological Resources - The appellants contend that the biological assessment prepared for this project does not adequately characterize the valley floor of the project site as a marsh or containing a pond. Additionally, the appellant is requesting that the oak trees on Lot 4 be retained by means of irrevocably deed restricting the lot against development. Staff Response: The appellants have provided a 2011 photograph of the site showing a collection of water within a depression at the eastern edge of the property. According to neighbor testimony at the January 2017, County Planning Commission hearing, the previous owner removed that depression so that water no longer collects in that area. Therefore, the current site conditions provide the baseline for this application and corresponding CEQA review. To confirm the status of site biological resources, the applicant contracted Monk & Associates, Inc. to prepare a Biological Resource Analysis (Biological Report) for the project. The Biological Report determined that no wetland, pond or marsh communities exist at the site. This determination was based on the definition of a wetland which states: “…those areas that are inundated or saturated by surface or ground water at a frequency and duration to support a prevalence of vegetation adapted for life in saturated soil conditions”. The completed CEQA analysis was forwarded to the Department of Fish and Wildlife for review. The California Department of Fish and Wildlife did not return any comments of concern regarding the biological assessment for this project. No evidence has been presented to staff that would justify additional studies or mitigations beyond the Planning Commission’s adopted conditions of approval for the project. Additionally, the appellants are requesting that an irrevocable deed restriction be placed on Lot 4 to prohibit development. The intent of the deed restriction would be to protect the oak trees in that location. As proposed, the project would require the removal of 3 oak trees from Lot 4. Two trees would be removed to install the proposed access road. The third tree would be removed in order to construct the building pad for that lot. As Lot 4 contains 16 trees, the removal of 3 trees will not drastically affect the physical characteristics of that area. Furthermore, the developer has identified 2 significant trees on Lot 4 to be preserved. These trees provide unique opportunities to retain visual screening between existing and proposed residences and are prominent to the site due to their overall health and stature. Nevertheless, there are numerous other trees located in the vicinity of Lot 4 which are either scheduled to be preserved or on adjacent properties. The Planning Commission determined that the removal of 16 total trees for this project is appropriate and will not be a detriment to the overall resource or area in general. 7. Parking - The appellant contends the project poses a health and safety risk due to lack of on-street parking and access road steepness. To improve the situation, the appellant suggests installation of speed bumps and 3 to 4 on-street parking spaces per lot or deletion of the no parking red-zone along the entire length of the access road. Staff Response: As proposed, this subdivision will be accessed by a 20-foot wide, two-lane private road. Due to the 20-foot roadway width, the private access road does not allow for on-street parking. As such, the road will have "no parking" signs along its entire length. The road design has been reviewed by the Public Works Department and Contra Costa County Fire Protection District. Each of these agencies returned comments with no concerns regarding roadway steepness or design. Nevertheless, during the January 2017 Planning Commission hearing, several members of the public commented that the project could benefit from additional off-street parking. In response, the Planning Commission added Condition of Approval #3, which requires each lot to provide at least six parking spaces. Per the condition, three of these required parking spaces must be available within a garage at all times. The remaining three could be within a driveway or other portion of the lot. Since the January 2017 CPC hearing, the applicant has also revised the Vesting Tentative Map to include 6 on-street parking spaces within the proposed roadway. These additional May 23, 2017 Contra Costa County Board of Supervisors 211 parking spaces will provide auxiliary parking spaces for residents during family events etc., and will benefit the entire subdivision. 8. Neighborhood Meetings – The appellant contends that the developer provided false testimony regarding several neighborhood meetings during the January 2017 County Planning Commission hearing for this project. Staff Response: This appeal point stems from the applicant stating that he met with neighbors three times in order to discuss potential modifications to the project design. According to the applicant, these unofficial neighborhood meetings were held in April, September and November of 2015. As they were organized by a member of the community, there is no record of the attendees or individuals who attended these meetings. Nevertheless, according to the applicant, he has taken the feedback and modified the project to include: selective window placement, lower building pad elevations, re-orientation of the access road and re-location of the proposed home locations. Each of these modifications was aimed at providing increased privacy for neighbors and greater distance between residential buildings. CONCLUSION The appeal points are similar to the points presented to the County Planning Commission and do not provide support for overturning the CPC’s approval of the proposed 9-lot subdivision. The project is consistent with other recently approved residential developments in the area. The project setting is not within an area where views are protected; however, the architectural renderings for the project indicate the aesthetics of the project will be consistent with the existing character of the neighborhood. Numerous conditions of approval have been added to this project which address concerns raised by the public. The project as proposed and conditioned complies with the development standards as outlined in the County General Plan and R-20 Zoning District for this area of unincorporated Lafayette. Furthermore, the applicant has provided a revised Vesting Tentative Map, date stamped April 14, 2017, which incorporates 6 additional parking spaces and a proposal to plant 24 new trees which will add privacy for existing and proposed residents. Considering these facts, staff recommends that the Board of Supervisors deny the appeal of Bruce Last, and Hanna and Prem Cervenka, and sustain the County Planning Commission’s decision and approve the revised Vesting Tentative Map for County File #SD16-9429. CONSEQUENCE OF NEGATIVE ACTION: If the Board of Supervisors grants the appeal, the County Planning Commission's approval will be overturned and the applicant will not have the authority to construct the proposed project at 3198 Gloria Terrace in the Lafayette area. CHILDREN'S IMPACT STATEMENT: N/A CLERK'S ADDENDUM CLOSED the hearing; FOUND that on the basis of the whole record before the County that there is no substantial evidence that the Gloria Terrace Estates subdivision project as mitigated will have a significant effect on the environment and that the September 21, 2016, Mitigated Negative Declaration is adequate for the purpose of compliance with the California Environmental Quality Act (CEQA) and reflects the County's independent judgment and analysis; ADOPTED the September 21, 2016, Mitigated Negative Declaration and Mitigation and Monitoring and Reporting Program prepared for the project; APPROVED the revised Vesting Tentative Map received April 14, 2017; DENIED the appeal of Bruce A. Last and Hanna and Prem Cervenka; DIRECTED the Department of Conservation and Development to post the Notice of Determination with the County Clerk. ATTACHMENTS Appeal Reif Ltr to CPC CPC Resolution May 23, 2017 Contra Costa County Board of Supervisors 212 Recommended COA's Maps Environmental Review Agency Comments Revised Subdivision Map January 25, 2017, CPC Staff Report Arborist Report Geotechnical Investigation Geotechnical Peer Review Stormwater Control Plan Biological Review Roadway Improvement Plan Architectural Renderings Noticing List Power Point Presentation May 23, 2017 Contra Costa County Board of Supervisors 213 May 23, 2017 Contra Costa County Board of Supervisors 214 May 23, 2017 Contra Costa County Board of Supervisors 215 May 23, 2017 Contra Costa County Board of Supervisors 216 May 23, 2017 Contra Costa County Board of Supervisors 217 May 23, 2017 Contra Costa County Board of Supervisors 218 May 23, 2017 Contra Costa County Board of Supervisors 219 May 23, 2017 Contra Costa County Board of Supervisors 220 May 23, 2017 Contra Costa County Board of Supervisors 221 May 23, 2017 Contra Costa County Board of Supervisors 222 May 23, 2017 Contra Costa County Board of Supervisors 223 May 23, 2017 Contra Costa County Board of Supervisors 224 May 23, 2017 Contra Costa County Board of Supervisors 225 May 23, 2017 Contra Costa County Board of Supervisors 226 May 23, 2017 Contra Costa County Board of Supervisors 227 May 23, 2017 Contra Costa County Board of Supervisors 228 May 23, 2017 Contra Costa County Board of Supervisors 229 May 23, 2017 Contra Costa County Board of Supervisors 230 May 23, 2017 Contra Costa County Board of Supervisors 231 May 23, 2017 Contra Costa County Board of Supervisors 232 May 23, 2017 Contra Costa County Board of Supervisors 233 May 23, 2017 Contra Costa County Board of Supervisors 234 May 23, 2017 Contra Costa County Board of Supervisors 235 May 23, 2017 Contra Costa County Board of Supervisors 236 May 23, 2017 Contra Costa County Board of Supervisors 237 May 23, 2017 Contra Costa County Board of Supervisors 238 May 23, 2017 Contra Costa County Board of Supervisors 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2017 Contra Costa County Board of Supervisors 257 May 23, 2017 Contra Costa County Board of Supervisors 258 May 23, 2017 Contra Costa County Board of Supervisors 259 May 23, 2017 Contra Costa County Board of Supervisors 260 May 23, 2017 Contra Costa County Board of Supervisors 261 May 23, 2017 Contra Costa County Board of Supervisors 262 May 23, 2017 Contra Costa County Board of Supervisors 263 May 23, 2017 Contra Costa County Board of Supervisors 264 May 23, 2017 Contra Costa County Board of Supervisors 265 May 23, 2017 Contra Costa County Board of Supervisors 266 May 23, 2017 Contra Costa County Board of Supervisors 267 May 23, 2017 Contra Costa County Board of Supervisors 268 May 23, 2017 Contra Costa County Board of Supervisors 269 May 23, 2017 Contra Costa County Board of Supervisors 270 May 23, 2017 Contra Costa County Board of Supervisors 271 May 23, 2017 Contra Costa County Board of Supervisors 272 May 23, 2017 Contra Costa County Board of Supervisors 273 May 23, 2017 Contra 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411 May 23, 2017 Contra Costa County Board of Supervisors 412 May 23, 2017 Contra Costa County Board of Supervisors 413 May 23, 2017 Contra Costa County Board of Supervisors 414 May 23, 2017 Contra Costa County Board of Supervisors 415 May 23, 2017 Contra Costa County Board of Supervisors 416 May 23, 2017 Contra Costa County Board of Supervisors 417 May 23, 2017 Contra Costa County Board of Supervisors 418 May 23, 2017 Contra Costa County Board of Supervisors 419 May 23, 2017 Contra Costa County Board of Supervisors 420 May 23, 2017 Contra Costa County Board of Supervisors 421 May 23, 2017 Contra Costa County Board of Supervisors 422 May 23, 2017 Contra Costa County Board of Supervisors 423 May 23, 2017 Contra Costa County Board of Supervisors 424 May 23, 2017 Contra Costa County Board of Supervisors 425 May 23, 2017 Contra Costa County Board of Supervisors 426 May 23, 2017 Contra Costa County Board of Supervisors 427 May 23, 2017 Contra Costa County Board of Supervisors 428 May 23, 2017 Contra Costa County Board of Supervisors 429 May 23, 2017 Contra Costa County Board of Supervisors 430 May 23, 2017 Contra Costa County Board of Supervisors 431 May 23, 2017 Contra Costa County Board of Supervisors 432 May 23, 2017 Contra Costa County Board of Supervisors 433 May 23, 2017 Contra Costa County Board of Supervisors 434 May 23, 2017 Contra Costa County Board of Supervisors 435 May 23, 2017 Contra Costa County Board of Supervisors 436 May 23, 2017 Contra Costa County Board of Supervisors 437 May 23, 2017 Contra Costa County Board of Supervisors 438 May 23, 2017 Contra Costa County Board of Supervisors 439 May 23, 2017 Contra Costa County Board of Supervisors 440 May 23, 2017 Contra Costa County Board of Supervisors 441 May 23, 2017 Contra Costa County Board of Supervisors 442 May 23, 2017 Contra Costa County Board of Supervisors 443 May 23, 2017 Contra Costa County Board of Supervisors 444 May 23, 2017 Contra Costa County Board of Supervisors 445 May 23, 2017 Contra Costa County Board of Supervisors 446 May 23, 2017 Contra Costa County Board of Supervisors 447 May 23, 2017 Contra Costa County Board of Supervisors 448 May 23, 2017 Contra Costa County Board of Supervisors 449 May 23, 2017 Contra Costa County Board of Supervisors 450 May 23, 2017 Contra Costa County Board of Supervisors 451 May 23, 2017Contra Costa County Board of Supervisors452 May 23, 2017Contra Costa County Board of Supervisors453 May 23, 2017Contra Costa County Board of Supervisors454 MONK & ASSOCIATES Environmental Consultants 1136 Saranap Ave., Suite Q  Walnut Creek  California  94595 (925) 947-4867  FAX (925) 947-1165 BIOLOGICAL RESOURCE ANALYSIS 3198 GLORIA TERRACE LAFAYETTE, CONTRA COSTA COUNTY, CALIFORNIA May 9, 2016 Prepared for David Langon Construction, Inc. 189 Danville Blvd. Suite 245 Alamo, California 94507 Attention: Mr. David Langon Prepared by Monk & Associates, Inc. 1136 Saranap Avenue, Suite Q Walnut Creek, CA 94595 Contact: Ms. Hope Kingma May 23, 2017 Contra Costa County Board of Supervisors 455 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California i MONK & ASSOCIATES TABLE OF CONTENTS 1. INTRODUCTION ............................................................................................................................ 1  2. PROJECT SITE SETTING .............................................................................................................. 1  3. PROPOSED PROJECT DESCRIPTION ........................................................................................ 1  4. ANALYSIS METHODS .................................................................................................................. 2  4.1 4.1 Background Research ........................................................................................................ 2  4.2 Field Reconnaissance .............................................................................................................. 2  4.3 Special-Status Plant Surveys ................................................................................................... 2  5. RESULTS OF RESEARCH AND PROJECT SITE ANALYSES ................................................ 3  5.1 Project Site Topography and Hydrology ................................................................................ 3  5.2 Plant Communities and Associated Wildlife Habitats ........................................................... 3  5.2.1 NON-NATIVE ANNUAL GRASSLAND ....................................................................................... 4  5.3 Wildlife Corridors .................................................................................................................... 5  6. SPECIAL-STATUS SPECIES ISSUES .......................................................................................... 5  6.1 Definitions ................................................................................................................................ 5  6.2 Special-Status Plants Known from the Project Site Vicinity ................................................. 7  6.3 Special-Status Animals Known from the Project Site Vicinity ............................................. 7  6.3.1 CALIFORNIA TIGER SALAMANDER .......................................................................................... 8  6.3.2 CALIFORNIA RED-LEGGED FROG ............................................................................................ 9  6.3.3 ALAMEDA WHIPSNAKE .......................................................................................................... 10  6.3.4 PALLID BAT ............................................................................................................................ 11  6.3.5 BIG FREE-TAILED BAT ............................................................................................................ 11  7. REGULATORY FRAMEWORK FOR NATIVE WILDLIFE, FISH, AND PLANTS .............. 12  7.1 Federal Endangered Species Act ........................................................................................... 12  7.1.1 RESPONSIBLE AGENCY ................................................................................................... 14  7.1.2 APPLICABILITY TO THE PROPOSED PROJECT ......................................................................... 14  7.2 Federal Migratory Bird Treaty Act ....................................................................................... 15  7.2.1 APPLICABILITY TO PROPOSED PROJECT ................................................................................ 15  7.3 California Endangered Species Act ...................................................................................... 15  7.3.1 SECTION 2081 OF THE CALIFORNIA ENDANGERED SPECIES ACT ........................................ 15  7.3.2 APPLICABILITY TO PROPOSED PROJECT ................................................................................ 17  7.4 Applicable CEQA Regulations ............................................................................................. 17  7.4.1 APPLICABILITY TO PROPOSED PROJECT ................................................................................ 18  7.5 California Fish and Game Code § 3503, 3503.5, 3511, and 3513 ....................................... 18  7.5.1 APPLICABILITY TO THE PROPOSED PROJECT ........................................................................ 18  7.6 Contra Costa County Tree Ordinances ................................................................................. 18  7.6.1 TREE PROTECTION AND PRESERVATION ORDINANCE .......................................................... 18  7.6.2 HERITAGE TREE ORDINANCE ................................................................................................ 20  7.6.3 APPLICABILITY TO THE PROPOSED PROJECT ......................................................................... 20  8. REGULATORY REQUIREMENTS PERTAINING TO WATERS OF THE UNITED STATES AND STATE .................................................................................................................................. 20  8.1 U.S. Army Corps of Engineers Jurisdiction and General Permitting .................................. 20  8.1.1 SECTION 404 OF THE CLEAN WATER ACT ............................................................................ 20  8.1.2 APPLICABILITY TO THE PROPOSED PROJECT ........................................................................ 23  May 23, 2017 Contra Costa County Board of Supervisors 456 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California ii MONK & ASSOCIATES 8.2 State Water Resources Control Board (SWRCB) / California Regional Water Quality Control Board (RWQCB) ............................................................................................................ 23  8.2.1 SECTION 401 OF THE CLEAN WATER ACT ............................................................................ 23  8.2.2 APPLICABILITY TO THE PROPOSED PROJECT ........................................................................ 24  8.2.3 PORTER-COLOGNE WATER QUALITY CONTROL ACT .......................................................... 24  8.2.4 APPLICABILITY TO PROPOSED PROJECT ................................................................................ 25  8.2.5 NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM (NPDES) .............................. 25  8.2.6 2009 CHANGES TO THE NPDES PROGRAM AND USE OF THE GENERAL PERMIT ................ 26  8.2.7 APPLICABILITY TO THE PROPOSED PROJECT ........................................................................ 27  8.3 RWQCB Municipal Storm Water Permitting Program ........................................................ 27  8.3.1 RWQCB PHASE I PROGRAM REQUIREMENTS ...................................................................... 28  8.3.2 APPLICABILITY TO THE PROPOSED PROJECT ........................................................................ 29  8.4 California Department of Fish and Wildlife Protections ...................................................... 30  8.4.1 SECTION 1602 OF CALIFORNIA FISH AND GAME CODE ........................................................ 30  8.4.2 APPLICABILITY TO PROPOSED PROJECT ................................................................................ 30  9. IMPACTS ANALYSIS .................................................................................................................. 30  9.1 Significance Criteria .............................................................................................................. 30  9.1.1 THRESHOLDS OF SIGNIFICANCE ............................................................................................ 30  10. IMPACT ASSESSMENT AND PROPOSED MITIGATION ................................................... 32  10.1 Impact BIO-1: Development of the Project Would Have a Potentially Significant Impact on Special-Status Bats (Potentially Significant) ......................................................................... 32  10.2 Mitigation Measure BIO-1: Special-Status Bats ................................................................ 32  10.3 Impact BIO-2: Development of the Project Would Have a Potentially Significant Impact on Nesting Raptors. (Potentially Significant) ............................................................................. 32  10.4 Mitigation Measure BIO-2: Nesting Raptors. .................................................................... 33  10.5 Impact BIO-3: Development of the Project Would Have a Significant Impact on Common Nesting Birds. (Potentially Significant) ...................................................................... 34  10.6 Mitigation Measure BIO-3: Nesting Birds. ........................................................................ 34  11. LITERATURE CITED ................................................................................................................. 35  May 23, 2017 Contra Costa County Board of Supervisors 457 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California iii MONK & ASSOCIATES FIGURES (At Back of Report) Figure 1. Regional Map of the Gloria Terrace Project Site. Figure 2. Gloria Terrace Project Location. Figure 3. Aerial Photograph of the Gloria Terrace Project Site. Figure 4. Closest Known Records for Special-Status Species Within 5 Miles of the Gloria Terrace Project Site. Figure 5. Critical Habitat in the Vicinity of the Gloria Terrace Project Site. TABLES (At Back of Report) Table 1. Plant Species Observed on the Gloria Terrace Project Site. Table 2. Wildlife Species Observed on the Gloria Terrace Project Site. Table 3. Special-Status Plant Species Known to Occur in the Vicinity of the Gloria Terrace Project Site. Table 4. Special-Status Wildlife Species Known to Occur Within 5 Miles of the Gloria Terrace Project Site. ATTACHMENTS (At Back of Report) Attachment A. Vesting Tentative Map, prepared by Humann Company Inc., April 16, 2016. Attachment B. Tree Survey Report, prepared by Timothy C. Ghirardelli Consulting Arborist, dated February 4, 2016. May 23, 2017 Contra Costa County Board of Supervisors 458 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 1 MONK & ASSOCIATES 1. INTRODUCTION Monk & Associates, Inc. (M&A) has prepared this biological resource analysis for a proposed subdivision on the Gloria Terrace Project Site (the project site) located in Lafayette, Contra Costa County, California. The purpose of our analysis is to provide a description of existing biological resources on the project site and to identify potentially significant impacts as defined by the California Environmental Quality Act (CEQA) that could occur to sensitive biological resources from the subdivision of two parcels into nine single-family home lots and the subsequent development of those lots. This biological resources analysis also provides mitigation measures for “potentially significant” and “significant” impacts that could occur to biological resources. When implemented, the mitigation measures would reduce impacts to levels considered less than significant pursuant to the CEQA. Accordingly, this report is suitable for inclusion in any review being conducted by Contra Costa County Department of Conservation and Development for the proposed project pursuant to the CEQA. Biological resources include common plant and animal species, and special-status plants and animals as designated by the U.S. Fish and Wildlife Service (USFWS), California Department of Fish and Wildlife (the CDFW), National Marine Fisheries Service (NMFS), and other resource organizations including the California Native Plant Society (CNPS). Biological resources also include waters of the United States and State, as regulated by the U.S. Army Corps of Engineers (Corps), California Regional Water Quality Control Board (RWQCB), and the CDFW. It is important to note that our analysis includes an assessment of the potential for impacts to regulated waters but does not provide the level of detail required for a formal delineation of waters suitable for submittal to the Corps. 2. PROJECT SITE SETTING The project site is located at 3198 Gloria Terrace in an unincorporated area of Lafayette, Contra Costa County, California (Figures 1 and 2). The site is situated on a hillside west of Taylor Boulevard and downtown Pleasant Hill. The site is essentially surrounded by dense urban development and residential communities, as illustrated in Figures 2 and 3. The site is bordered to the southwest by Gloria Terrace and to the east by Surmont Drive. The central portion of the project site is characterized by a hill sloping north from 328 feet in the southern corner of the project site up to 460 feet in elevation in the center of the site, with equally steep surrounding topography on all sides. The vegetation on the project site is dominated by non-native annual grassland with scattered trees and shrubs. Much of the site appears to be in a relatively natural condition, except for some limited disturbance at the top of the hill and an existing dirt road that was graded to provide an access road off Gloria Terrace. This dirt access road traverses the lower portion of the site’s southern slope and terminates at the site’s northwestern edge. 3. PROPOSED PROJECT DESCRIPTION The applicant is proposing to combine two parcels (APN 166-200-032 and 166-210-008) totaling 7.5 acres and subdividing the property into nine lots. The site is located in unincorporated Lafayette and the subdivision will be processed through Contra Costa County. May 23, 2017 Contra Costa County Board of Supervisors 459 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 2 MONK & ASSOCIATES The current zoning is R-20 which allows one single family lot per 20,000 feet. This would allow 16 lots per the current zoning; however, the applicant is proposing fewer lots than the zoning would allow in order to preserve trees on the site, work with the existing topographic constraints, and create larger lots with more open area between the proposed lots and the adjacent neighbors (see Attachment A, Vesting Tentative Map). The proposed infrastructure will include one main access road, and six detention basins distributed throughout the subdivision to treat stormwater runoff. The treated stormwater will be discharged into the existing stormdrain system in Gloria Terrace. Once the road and infrastructure are constructed, the lots will be sold individually as custom home sites. Prior to any lot grading or site development the applicant will install a wildlife exclusion fencing around the north and northwestern ends of the project site to keep all terrestrial wildlife out of the project area during earth work and construction. This fence will be maintained in good condition throughout the project. 4. ANALYSIS METHODS 4.1 4.1 Background Research Prior to preparing this biological resource analysis report, M&A researched the most recent version of the CDFW’s Natural Diversity Database, RareFind 3.2 application (CNDDB 2015) for historic and recent records of special-status plant and animal species (that is, threatened, endangered, rare) known to occur in the region of the project site. M&A also searched the 2015 electronic version of the California Native Plant Society’s (CNPS) Inventory of Rare and Endangered Plants of California (CNPS 2001) for records of special-status plants known in the region of the project site. All special-status species records were compiled in tables. M&A examined all known record locations for special-status species to determine if special-status species could occur on the project site or within an area of affect. 4.2 Field Reconnaissance A field reconnaissance site visit was conducted by M&A biologists Ms. Hope Kingma and Ms. Christy Owens on August 24, 2015 to record biological resources and assess the likelihood of resource agency regulated areas on the project site. The survey involved searching all habitats on the site and recording all plant and wildlife species observed. M&A cross-referenced the habitats found on the project site against the habitat requirements of local or regionally known special- status species to determine if the proposed project could directly or indirectly impact such species. 4.3 Special-Status Plant Surveys Special-status plant surveys were conducted on August 24, 2015 by M&A biologist Ms. Owens and in March and May of 2016 by M&A biologist Ms. Sarah Lynch. The surveys followed the USFWS’ (1996, 2000), CDFW’s (2009) and the CNPS’ (CNPS 2001) published survey guidelines. These guidelines state that special-status plant surveys should be conducted at the proper time of year when special-status and locally significant plants are both evident and identifiable. These guidelines also state that the surveys be floristic in nature with every plant observed identified to species, subspecies, or variety as necessary to determine their rarity status. May 23, 2017 Contra Costa County Board of Supervisors 460 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 3 MONK & ASSOCIATES Finally, these surveys must be conducted in a manner that is consistent with conservation ethics and accepted plant collection and documentation techniques. Following these guidelines, surveys were conducted during the months when special-status plant species from the region are known to be evident and flowering. It should also be noted that according to the CDFW’s 2009 Protocols for Surveying and Evaluating Impacts to Special-Status Native Plant Populations, protocol surveys may require yearly surveys for annual and short-lived perennial plants in herbaceous plant communities to accurately document baseline conditions for the purposes of impact assessment. During surveys, all areas of the project site were examined by walking systematic transects through potential habitat and by closely examining any existing microhabitats that could support special-status plants. Nearly all plant species found on the project site were identified to species. All plants were identified to the level required to determine their rarity status. A list of all vascular plant taxa encountered within the project site was recorded in the field. Plants that needed further evaluation were collected and keyed in the lab. Final determinations for collected plants were made by keying specimens using standard references such as The Jepson Manual, Second Edition (Baldwin 2012). Table 1, attached, lists all plant taxa observed on the project site. The results of our literature research and field survey are provided in the sections below. 5. RESULTS OF RESEARCH AND PROJECT SITE ANALYSES 5.1 Project Site Topography and Hydrology The site is situated in the lower foothills of the Briones Hills, west of Pleasant Hill. The project site is characterized by a hill in the center of the site, with most slopes greater than 10%. The slopes extend steeply to the west, north, and east. The elevation of the project site ranges from approximately 325 to 457 feet above sea level. There are no drainages on this project site and all precipitation falling on the site sheet flows down slope and off of the property towards Gloria Terrace. 5.2 Plant Communities and Associated Wildlife Habitats A complete list of plant species observed on the project site is presented in Table 1. Nomenclature used for plant names follows The Jepson Manual Second Edition (Baldwin 2012) and changes made to this manual as published on the Jepson Interchange Project website (http://ucjeps.berkeley.edu/interchange/index.html). Table 2 is a list of wildlife species observed on the project site. Nomenclature for wildlife follows the CDFW’s Complete list of amphibian, reptile, bird, and mammal species in California (2014) and any changes made to species nomenclature as published in scientific journals since the publication of the CDFW’s list. The project site is characterized by non-native annual grassland with scattered trees and shrubs, including small monotypic stands of coyote brush (Baccharis pilularis).The trees onsite do not comprise a woodland community due to their sparse and scattered occurrence on the site. The non- native annual grassland community is the only plant community onsite; it is discussed below. May 23, 2017 Contra Costa County Board of Supervisors 461 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 4 MONK & ASSOCIATES 5.2.1 NON-NATIVE ANNUAL GRASSLAND Prior to the settlement of Europeans in California, the California landscape was dominated by native, perennial bunchgrasses. When the Europeans settled in California, a variety of Mediterranean grass and forb (broad-leaved plant) species were brought to California for use as crops or ornamentals, or inadvertently in the fur and digestive systems of livestock. Land use changes, such as domestic animal grazing, has resulted in highly palatable native plants being reduced or eliminated. Introduced species tolerant of grazing pressure, particularly annual grasses of Eurasian ancestry, have displaced the native grasses and created a shift in plant species composition toward non-native annual grassland. Non-native annual grassland covers the entirety of the project site. This plant community is dominated by non-native grasses such as slender wild oats (Avena barbata), ripgut brome (Bromus diandrus), silver hairgrass (Aira caryophyllea), dogtail grass (Cynosurus echinatus) and little quaking grass (Briza minor), and non-native forbs such as yellow-star thistle (Centaurea solstitalis), tocalote (Centaurea melitensis), redstem filaree (Erodium cicutarium), Italian thistle (Carduus pycnocephalus ssp. pycnocephalus) and rose clover (Trifolium hirtum). At the time of our late-season, August 24, 2015 site visit, the native taxa that were evident and identifiable included creeping wildrye (Elymus triticoides ssp. triticoides), Heermann’s tarplant (Holocarpha heermanii), California poppy (Eschscholzia californica), naked buckwheat (Eriogonum nudum var. nudum), soap plant (Chlorogalum pomeridianum ssp. pomeridianum) and doveweed (Croton setiger). During the spring 2016 surveys other native annual species were evident such as clarkia (Clarkia purpurea quadrivulnera) and purple owl’s clover (Castilleja exserta) Both naturalized horticultural tree species and native tree species including Aleppo pine (Pinus halepensis), Monterey pine (Pinus radiata), Cypress (Cupressus sp.), incense cedar (Calocedrus decurrens), valley oak (Quercus douglasii) and coast live oak (Quercus agrifolia) sporadically dot the grassland community (Figure 3). Isolated clumps of native shrubs that include poison oak (Toxicodendron diversilobum), coyote brush (Baccharis pilularis ssp. consanguinea), and toyon (Heteromeles arbutifolia), occur throughout the project site as well. The project site’s grassland community provides habitat for graniverous (seed-eating) birds such as lesser goldfinch (Spinus psaltria), California towhee (Pipilo crissalis), house finch (Haemorhous mexicanus), and mourning dove (Zenaida macroura). Insectivorous birds (insect- eating) such as western bluebird (Sialia mexicana), California quail (Callipepla californica), Say’s phoebe (Sayornis saya), and western meadowlark (Sturnella neglecta) will also forage in the grassland habitat. Botta’s pocket gopher (Thomomys bottae) mounds were observed in the grassland community. Small mammals such as this provide hunting opportunities for raptors (birds of prey) common to the area such as red-tailed hawk (Buteo jamaicensis). Signs of common, urban-adapted wildlife were also observed onsite during the surveys, including Columbian black-tailed deer (Odocoileus hemionus columbianus), wild turkey (Meleagris gallopavo), and coyote (Canis latrans). The oaks on the project site provide suitable foraging and nesting habitat for common birds observed in the area, such as acorn woodpecker (Melanerpes formicivorus), western scrub jay May 23, 2017 Contra Costa County Board of Supervisors 462 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 5 MONK & ASSOCIATES (Aphelocoma californica), bushtit (Psaltriparus minimus), chestnut-backed chickadee (Poecile rufescens), and brown creeper (Certhia americana), among others. 5.3 Wildlife Corridors Wildlife corridors are linear and/or regional habitats that provide connectivity to other natural vegetation communities within a landscape fractured by urbanization and other development. Wildlife corridors have several functions: 1) they provide avenues along which wide-ranging animals can travel, migrate, and breed, allowing genetic interchange to occur; 2) populations can move in response to environmental changes and natural disasters; and 3) individuals can recolonize habitats from which populations have been locally extirpated (Beier and Loe 1992). All three of these functions can be met if both regional and local wildlife corridors are accessible to wildlife. Regional wildlife corridors provide foraging, breeding, and retreat areas for migrating, dispersing, immigrating, and emigrating wildlife populations. Local wildlife corridors also provide access routes to food, cover, and water resources within restricted habitats. The proposed project would not interfere with the movement of native wildlife. The project site is essentially surrounded by development, effectively isolating the project site from long distance wildlife movements. While there are a few wildlife trails bisecting the site, these trails were likely created by urban-adapted mammals (neighborhood cats, raccoons, skunks, coyotes) moving through the project site from one urban setting to another. The project site has limited connectivity to surrounding undisturbed or regional wildlife corridors, as illustrated in Figure 2. This project is truly an urban infill development and therefore, development of this project site would not impact wildlife movement. No mitigation for wildlife corridors should be required. 6. SPECIAL-STATUS SPECIES ISSUES 6.1 Definitions For purposes of this analysis, special-status species are plants and animals that are legally protected under the California and Federal Endangered Species Acts (CESA and FESA, respectively) or other regulations, and species that are considered rare by the scientific community (for example, the CNPS). Special-status species are defined as:  plants and animals that are listed or proposed for listing as threatened or endangered under the CESA (Fish and Game Code §2050 et seq.; 14 CCR §670.1 et seq.) or the FESA (50 CFR 17.12 for plants; 50 CFR 17.11 for animals; various notices in the Federal Register [FR] for proposed species);  plants and animals that are candidates for possible future listing as threatened or endangered under the FESA (50 CFR 17; FR Vol. 64, No. 205, pages 57533-57547, October 25, 1999); and under the CESA (California Fish and Game Code §2068);  plants and animals that meet the definition of endangered, rare, or threatened under the California Environmental Quality Act (CEQA) (14 CCR §15380) that may include species not found on either State or Federal Endangered Species lists; May 23, 2017 Contra Costa County Board of Supervisors 463 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 6 MONK & ASSOCIATES  Plants occurring on Ranks 1A, 1B, 2, 3, and 4 of CNPS’ Electronic Inventory (CNPS 2001). The California Department of Fish and Wildlife (the CDFW) recognizes that Ranks 1A, 1B, and 2 of the CNPS inventory contain plants that, in the majority of cases, would qualify for State listing, and the CDFW requests their inclusion in EIRs. Plants occurring on CNPS Ranks 3 and 4 are "plants about which more information is necessary," and "plants of limited distribution," respectively (CNPS 2001). Such plants may be included as special-status species on a case by case basis due to local significance or recent biological information;  migratory nongame birds of management concern listed by U.S. Fish and Wildlife Service (Migratory Nongame Birds of Management Concern in the United States: The list 1995; Office of Migratory Bird Management; Washington D.C.; Sept. 1995);  animals that are designated as "species of special concern" by the CDFW (2015);  Animal species that are “fully protected” in California (Fish and Game Codes 3511, 4700, 5050, and 5515). In the paragraphs below we provide further definitions of legal status as they pertain to the special-status species discussed in this report or in the attached tables. Federal Endangered or Threatened Species. A species listed as Endangered or Threatened under the FESA is protected from unauthorized “take” (that is, harass, harm, pursue, hunt, shoot, trap) of that species. If it is necessary to take a Federal listed Endangered or Threatened species as part of an otherwise lawful activity, it would be necessary to receive permission from the USFWS prior to initiating the take. State Threatened Species. A species listed as Threatened under the state Endangered Species Act (§2050 of California Fish and Game Code) is protected from unauthorized “take” (that is, harass, pursue, hunt, shoot, trap) of that species. If it is necessary to “take” a state listed Threatened species as part of an otherwise lawful activity, it would be necessary to receive permission from the CDFW prior to initiating the “take.” California Species of Special Concern. These are species in which their California breeding populations are seriously declining and extirpation from all or a portion of their range is possible. This designation affords no legally mandated protection; however, pursuant to the CEQA Guidelines (14 CCR §15380), some species of special concern could be considered “rare.” Pursuant to its rarity status, any unmitigated impacts to rare species could be considered a “significant effect on the environment” (§15382). Thus, species of special concern must be considered in any project that will, or is currently, undergoing CEQA review, and/or that must obtain an environmental permit(s) from a public agency. CNPS Rank Species. The California Native Plant Society (CNPS) maintains an inventory of special status plant species. This inventory has four lists of plants with varying rarity. These lists are: Rank 1, Rank 2, Rank 3, and Rank 4. Although plants on these lists have no formal legal May 23, 2017 Contra Costa County Board of Supervisors 464 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 7 MONK & ASSOCIATES protection (unless they are also state or federal listed species), the California Department of Fish and Wildlife requests the inclusion of Rank 1 species in environmental documents. In addition, other state and local agencies may request the inclusion of species on other lists as well. Rank 1 species have the highest priority: Rank 1A species are thought to be extinct, and Rank 1B species are known to still exist but are considered “rare, threatened, and endangered in California and elsewhere.” All of the plants constituting Rank 1B meet the definitions of Section 1901, Chapter 10 (Native Plant Protection Act) or Sections 2062 and 2067 (California Endangered Species Act) of the Department Code, and are eligible for state listing (CNPS 2001). Rank 2 species are rare in California, but more common elsewhere. Ranks 3 and 4 contain species about which there is some concern, and are review and watch lists, respectively. Additionally, in 2006 CNPS updated their lists to include “threat code extensions” for each list. For example, Rank 1B species would now be categorized as Rank 1B.1, Rank 1B.2, or Rank 1B.3. These threat codes are defined as follows: .1 is considered “seriously endangered in California (over 80% of occurrences threatened/high degree and immediacy of threat)”; .2 is “fairly endangered in California (20-80% of occurrences threatened)”; .3 is “not very endangered in California (less than 20% of occurrences threatened or no current threats known).” Under the CEQA review process only CNPS Rank 1 and 2 species are considered since these are the only CNPS species that meet CEQA’s definition of “rare” or “endangered.” Impacts to Rank 3 and 4 species are not regarded as significant pursuant to CEQA. Fully Protected Birds. Fully protected birds, such as the white-tailed kite and golden eagle, are protected under California Fish and Game Code (§3511). Fully protected birds may not be “taken” or possessed (i.e., kept in captivity) at any time. 6.2 Special-Status Plants Known from the Project Site Vicinity Figure 4 provides a graphical illustration of the closest known records for special-status species within 5 miles of the project site and helps readers visually understand the number of sensitive species that occur in the vicinity of the project site. No special-status plants have been mapped on or adjacent the project site. However, according to the CNPS Inventory and the CDFW’s CNDDB, a total of 18 special-status plant species are known to occur in the region of the project site (Table 3). Most of these plants occur in specialized habitats such as alkaline soils, vernal pools, or serpentine grassland, which are not present onsite. Accordingly, species occurring in these specialized habitats were summarily dismissed from consideration in Table 3 Special-status plant surveys were conducted by M&A biologists/botanists in August of 2015, and March and May of 2016 according to published survey guidelines. No special-status plants were identified on the project site during these three appropriately timed surveys. Pursuant to CEQA, no significant impacts to special-status plants are expected from implementation of the proposed project. 6.3 Special-Status Animals Known from the Project Site Vicinity Figure 4 provides a graphical illustration of the closest known records for special-status species within 5 miles of the project site and helps readers visually understand the number of sensitive species that occur in the vicinity of the project site. No special-status animals have ever been May 23, 2017 Contra Costa County Board of Supervisors 465 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 8 MONK & ASSOCIATES mapped on or adjacent to the project site. However, a total of 9 special-status animal species are known to occur in the region of the project site (Table 4). Many of these species require specialized habitat such as vernal pools, marshes, coastal scrub, or other habitats that are not found on the project site. Accordingly, species occurring in these specialized habitats were summarily dismissed from consideration in Table 4. Due to the sensitivity of some of the special- status wildlife species known to occur in the area, we discuss five (5) of these species further below. 6.3.1 CALIFORNIA TIGER SALAMANDER The California tiger salamander (Ambystoma californiense)(CTS), Central California Distinct Population Segment, was federally listed as threatened on August 4, 2004. On August 19, 2010, the CTS was also state listed as a threatened species under the CESA. The USFWS designated critical habitat for the Central California DPS in 2005. The project site is located outside of the closest mapped critical habitat for the Central California DPS. CTS occur in grasslands and open oak woodlands that provide suitable over summering and/or breeding habitats. CTS spend the majority of their lives underground. They typically only emerge from their subterranean refugia for a few nights each year during the rainy season to migrate to breeding ponds. Adult California tiger salamanders have been observed up to 2,092 meters (1.3 miles) from breeding ponds (USFWS 2004). As such, unobstructed migration corridors are an important component of CTS habitat. CTS emerge during the first heavy, warm rains of the year, typically in late November and early December. In most instances, larger movements of CTS do not occur unless it has been raining hard and continuously for several hours. Typically, for larger movements of CTS to occur nighttime temperatures also must be above 48° F. CTS are able to move over, through or around almost all obstacles. Significant obstructions that block CTS movements include freeways and other major (heavy traffic) roads, rivers, and deep, vertical or near vertical sided, concrete irrigation/flood control ditches. During the spring, summer, and fall months, most known populations of the CTS predominately use California ground squirrel burrows as over-summering habitat (Jennings and Hayes 1994; G. Monk personal observation). Other secondary subterranean refugia, or primary refugia where California ground squirrels are absent, likely include Botta’s pocket gopher burrows, deep fissures in desiccated clay soils, and debris piles (e.g. downed wood, rock piles). Stock ponds, seasonal wetlands, and deep vernal pools typically provide most of the breeding habitat used by CTS. In such locations, CTS attach their eggs to rooted, emergent vegetation, and other stable filamentous objects in the water column. Eggs are gelatinous and are laid singly or occasionally in small clusters. Eggs range in size from about ¾ the diameter of a dime to the full diameter of a dime. Occasionally CTS are found breeding in slow-moving, streams or ditches. Ditches and/or streams that are subject to rapid flows, even if only on occasion, typically will not support or sustain CTS egg attachment through hatching, and thus, are not usually used successfully by CTS for breeding (G. Monk and S. Lynch, pers. observations). Similarly, streams and/or ditches that support predators of CTS or their eggs and larvae such as fish, bullfrogs, red swamp crayfish, or signal crayfish, almost never constitute suitable breeding habitat. May 23, 2017 Contra Costa County Board of Supervisors 466 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 9 MONK & ASSOCIATES Typically seasonal wetlands that are used for breeding must hold water into the month of May to allow enough time for larvae to fully metamorphose. In dry years, seasonal wetlands may dry too early to allow enough time for CTS larvae to successfully metamorphose. Under such circumstances, desiccated CTS larvae can be found in dried pools. In addition, as pools dry down to very small areas of inundation, CTS larvae become concentrated and are very susceptible to predation. However, in years exhibiting wet springs, these same pools can remain inundated long enough through continual rewetting to allow CTS larvae ample time to successfully metamorphose. The closest record for CTS occurs 1.4 miles south of the project site (CNDDB Occurrence No. 582). This 1938 record location is considered extirpated. There is no breeding habitat on or adjacent to the project site, and the surrounding development would prevent any migration of CTS from extant record locations to the project site. Therefore, it is M&A’s professional opinion that the California tiger salamander would not be found on this project site. Pursuant to CEQA, no significant impacts to California tiger salamanders are expected from implementation of the proposed project. 6.3.2 CALIFORNIA RED-LEGGED FROG The California red-legged frog (Rana draytonii) was federally listed as threatened on May 23, 1996 (Federal Register 61: 25813-25833) and as such is protected pursuant to the Federal Endangered Species Act. On March 16, 2010 the USFWS issued the final designation for California red-legged frog Critical Habitat (USFWS 2010). The 2010 Critical Habitat maps (Federal Register dated March 17, 2010 (Volume 75, Number 51:12815-12864) show that the project site is located approximately 1.6 miles east of, outside of, Critical Habitat (Figure 5). The California red-legged frog is also a state “species of special concern.” California “species of special concern” are species in which their California breeding populations are seriously declining and extirpation from all or a portion of their range is possible. This title affords no legally mandated protection for this species; however, pursuant to CEQA (14 CCR §15380), any project-related impacts to this species would be regarded as significant. California red-legged frogs are typically found in slow-flowing portions of perennial streams, and in intermittent streams, and hillside seeps that maintain pool environments or saturated soils throughout the summer months. Larval California red-legged frogs require 11-20 weeks of permanent water to reach metamorphosis (i.e., to change from a tadpole into a frog), in water depths of 10 to 20 inches (USFWS 2002). Riparian vegetation such as willows and emergent vegetation such as cattails are preferred red-legged frog habitats, though not necessary for this species to be present. This frog is also found in human-made ponds. Populations of the California red-legged frog will be reduced in size or eliminated from ponds supporting non- native species such as bullfrogs (Rana catesbeiana), Centrarchid fish species (such as sunfish, blue gill, or largemouth bass), and signal and red swamp crayfish (Pacifastacus leniusculus and Procambarus clarkii, respectively), all known California red-legged frog predators. The closest known record for the California red-legged frog is in two freshwater ponds located 2.2 miles west of the project site (CNDDB Occurrence No. 158). This 1995 record location is separated from the project site by continuous dense, urban development and Reliez Valley Road, May 23, 2017 Contra Costa County Board of Supervisors 467 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 10 MONK & ASSOCIATES both of which are major impediments to terrestrial wildlife movements to the project site from the west. Therefore, it is M&A’s professional opinion that the California red-legged frog would not be found on this project site. Pursuant to CEQA, no significant impacts to California red- legged frog are expected from implementation of the proposed project. 6.3.3 ALAMEDA WHIPSNAKE The Alameda whipsnake (Masticophis lateralis euryxanthus) is a state and federally listed threatened species. The USFWS designated critical habitat for this species on October 2, 2006 (Federal Register 71:58176-58231). The project site is located 0.38-mile east and outside of the USFWS’ Critical Habitat Unit 1 designated for Alameda and Contra Costa Counties, which is located west of the project site in Briones Regional Park (Figure 5). The Alameda whipsnake is a slender snake with adults reaching a length of 3 to 5 feet. The dorsal surface is colored sooty black or dark brown with a distinct yellow-orange stripe down each side. This extremely fast-moving snake holds its head high off the ground to peer over grass or rocks for potential prey. It is an active daytime predator. Rock outcrops are an important feature of Alameda whipsnake habitat because they provide retreat opportunities for whipsnakes and promote lizard populations. Lizards, especially the western fence lizard (Sceloporus occidentalis), appear to be the most important prey item of whipsnakes, although other prey items are taken, including skinks, frogs, snakes, and birds. Adult whipsnakes appear to have a bimodal seasonal activity pattern with a large peak during the spring mating season and a smaller peak during late summer and early fall. Although short above-ground movements may occur during the winter, Alameda whipsnakes generally retreat in November into a hibernacula (shelter used during the snake's dormancy period) and emerge in March. Courtship and mating occur from late-March through mid-June. During this time, males move around throughout their home ranges, while females appear to remain at or near their hibernaculum, where mating occurs. Alameda whipsnakes are typically found in chaparral and coastal sage scrub communities (i.e., communities dominated by chamise or coastal sage plants). Recent telemetry data indicate that, although home ranges of Alameda whipsnakes are centered on shrub communities, they venture up to 150 meters (500 ft.) into adjacent habitats, including grassland, oak savanna, and occasionally oak-bay woodland (USFWS 2000). In fact, recent analysis of habitat types used by Alameda whipsnakes indicates that Alameda whipsnakes are found outside “typical” habitat (that is, chaparral or coastal scrub habitat) about 29 percent of the time, and are found in annual grassland, oak woodland, and riparian habitats, and other open habitats that are associated with chaparral/scrub communities (Alvarez, et .al. 2005). Telemetry data indicate that whipsnakes remain in grasslands for periods ranging from a few hours to several weeks at a time. Grassland habitats are used by male whipsnakes most extensively during the mating season in spring. Female whipsnakes use grassland areas most extensively after mating, possibly in their search for suitable egg-laying sites. Core areas (areas of concentrated use) of the Alameda whipsnake most commonly occur on east, south, southeast, and southwest facing slopes. However, recent information indicates that whipsnakes do make use of west, north, and northwest facing slopes in more open stands of May 23, 2017 Contra Costa County Board of Supervisors 468 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 11 MONK & ASSOCIATES scrub habitat (Alvarez 2006.). Alameda whipsnakes inhabit the inner coast range in western and central Contra Costa and Alameda counties. There are five remaining populations (Sobrante Ridge, Oakland Hills, Hayward Hills, Mount Diablo vicinity and the Black Hills, Wauhab Ridge) with little or no genetic flow between them. The closest known occurrence for Alameda whipsnake to the project site is approximately 0.74- mile to the southwest of the project site (CNDDB Occurrence No. 91) in Briones Regional Park. There is extensive urban development between this extant Alameda whipsnake record location and the project site. The project site is located outside of core whipsnake habitat and does not support any core habitat (that is, coastal scrub and chaparral, the habitats typically inhabited by Alameda whipsnakes). There is a sparse amount of coyote brush just northeast of the project site, and small stands of this shrub onsite. However, there is not enough shrub cover onsite or near the site to provide protective cover for the Alameda whipsnake. Thus, it is highly unlikely that this snake would migrate to the project site from its record location almost a mile away. In addition, this normally skittish snake would never tolerate the extent and amount of human disturbance that surrounds this site. However, if this snake were to migrate onto the site, which is not logical or likely, there would be no impacts to the Alameda whipsnake from the proposed project because all construction-related disturbance on the project site will be isolated from the adjacent areas by wildlife exclusion fencing installed along the north-northwestern property boundary. Hence, M&A concludes that the proposed project would not affect the Alameda whipsnake or its habitat. Pursuant to CEQA, no significant impacts to this snake are expected from implementation of the proposed project. 6.3.4 PALLID BAT Pallid bat (Antrozous pallidus) is a California “species of special concern.” It has no federal status. This bat is a locally common species of low elevations in California. It occurs throughout California except for the high Sierra Nevada from Shasta to Kern Counties, and the northwestern corner of the state from Del Norte and western Siskiyou counties to northern Mendocino County. It occurs in a wide variety of habitats. It is most common in open, dry habitats with rocky areas for roosting. Day roosts are in caves, crevices, mines, and occasionally in large hollow trees and mostly abandoned buildings. Roost must protect bats from high temperatures. Night roosts may be in more open sites such as porches and open buildings. The closest known record for this species is located 1.5 miles south of the project site (CNDDB Occurrence No. 146). This record dates from 1907 in the Walnut Creek vicinity. The trees on the project site provide marginal roosting habitat, hibernacula, or maternity sites. Although unlikely, construction associated with the proposed project could result in impacts to this bat species. Mitigation would be required to reduce this impact to a less than significant level (see Impacts and Mitigation Measures below). 6.3.5 BIG FREE-TAILED BAT The big free-tailed bat (Nyctinomops macrotis) is a bat species found in South, North and Central America. They have a wingspan of 435 mm and an average length of 140 mm. This bat frequents rocky or canyon country where it roosts in crevices. This migratory species is a swift, powerful flier, and occasional individuals wander as far north as Canada. Little is known of mortality and longevity. Breeding probably occurs in midwinter while the species is in warmer latitudes. A May 23, 2017 Contra Costa County Board of Supervisors 469 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 12 MONK & ASSOCIATES single young is born in mid-June to early July. Females form small nursery colonies, and the young do not leave the nursery until they are almost full grown. Moths seem to be the mainstay of their diet, although few data have been collected. This bat emerges late in the evening and forages at high altitudes. Maternity roosts have been documented in rock crevices, with evidence of long term use. It appears that the return to the roost site by this bat involves ritualized behavior, including a general reconnaissance of the site and several landing trials before entry. Owls are the only documented predators of this species. N. macrotis has an audible echolocation call, which is characterized as loud and with a frequency range of 17-30 kHz. Little is known about the species population dynamics and ecology. Big free-tailed bats in other areas prefer rugged, rocky terrain. Found to 2500 m (8000 ft) in New Mexico, southern Arizona, and Texas. Probably a yearlong resident. Big free-tailed bats roost mainly in crevices and rocks in cliff situations, although there is some documentation of roosts in buildings, caves, and tree cavities. The big free-tailed bat is rare in California, and probably does not breed in California. Records of the species are from urban areas of San Diego County, and vagrants found in fall and winter. The closest known record for this species is located 4.8 miles northwest of the project site (CNDDB Occurrence No. 1). This record dates from 1979 in the Martinez vicinity, and was likely a vagrant. It is unlikely that construction associated with the proposed project would result in impacts to this bat species. 7. REGULATORY FRAMEWORK FOR NATIVE WILDLIFE, FISH, AND PLANTS This section provides a discussion of those laws and regulations that are in place to protect native wildlife, fish, and plants. Under each law we discuss their pertinence to the proposed development. 7.1 Federal Endangered Species Act The Federal Endangered Species Act (FESA) forms the basis for the federal protection of threatened or endangered plants, insects, fish and wildlife. FESA contains four main elements, they are as follows: Section 4 (16 USCA §1533): Species listing, Critical Habitat Designation, and Recovery Planning: outlines the procedure for listing endangered plants and wildlife. Section 7 (§1536): Federal Consultation Requirement: imposes limits on the actions of federal agencies that might impact listed species. Section 9 (§1538): Prohibition on Take: prohibits the "taking" of a listed species by anyone, including private individuals, and State and local agencies. Section 10: Exceptions to the Take Prohibition: non-federal agencies can obtain an incidental take permit through approval of a Habitat Conservation Plan. May 23, 2017 Contra Costa County Board of Supervisors 470 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 13 MONK & ASSOCIATES In the case of salt water fish and other marine organisms, the requirements of FESA are enforced by the National Marine Fisheries Service (NMFS). The USFWS enforces all other cases. Below, Sections 9, 7, and 10 of FESA are discussed since they are the sections most relevant to the proposed project. Section 9 of FESA as amended, prohibits the "take" of any fish or wildlife species listed under FESA as endangered. Under Federal regulation, "take" of fish or wildlife species listed as threatened is also prohibited unless otherwise specifically authorized by regulation. "Take," as defined by FESA, means "to harass, harm, pursue, hunt, shoot, wound, kill, trap, capture, or collect, or to attempt to engage in any such conduct.” "Harm" includes not only the direct taking of a species itself, but the destruction or modification of the species' habitat resulting in the potential injury of the species. As such, "harm" is further defined to mean "an act which actually kills or injures wildlife; such an act may include significant habitat modification or degradation where it actually kills or injures wildlife by significantly impairing essential behavioral patterns, including breeding, feeding or sheltering" (50 CFR 17.3). A December 2001 decision by the 9th Circuit Court of Appeals (Arizona Cattle Growers’ Association, Jeff Menges, vs. the U.S. Fish and Wildlife Service and Bureau of Land Management, and the Southwest Center for Biological Diversity) ruled that the USFWS must show that a threatened or endangered species is present on a project site and that it would be taken by the project activities. According to this ruling, the USFWS can no longer require mitigation based on the probability that the species could use the site. Rather they must show that it is actually present. Section 9 applies to any person, corporation, federal agency, or any local or State agency. If "take" of a listed species is necessary to complete an otherwise lawful activity, this triggers the need to obtain an incidental take permit either through a Section 7 Consultation as discussed further below (for federal actions or private actions that are permitted or funded by a federal agency), or requires preparation of a Habitat Conservation Plan (HCP) pursuant to Section 10 of FESA (for state and local agencies, or individuals, and projects without a federal “nexus”). Section 7(a)(2) of the Act requires that each federal agency consult with the USFWS to ensure that any action authorized, funded or carried out by such agency is not likely to jeopardize the continued existence of an endangered or threatened species or result in the destruction or adverse modification of critical habitat for listed species. Critical habitat designations mean: (1) specific areas within a geographic region currently occupied by a listed species, on which are found those physical or biological features that are essential to the conservation of a listed species and that may require special management considerations or protection; and (2) specific areas outside the geographical area occupied by a listed species that are determined essential for the conservation of the species. The Section 7 consultation process only applies to actions taken by federal agencies that are considering authorizing discretionary projects. Section 7 is by and between the NMFS and/or the USFWS and the federal agency contemplating a discretionary approval (that is, the “federal nexus agency,” for example, the Corps or the Federal Highway Administration). Private parties, cities, counties, etc. (i.e., applicants) may participate in the Section 7 consultation at the discretion of the federal agencies conducting the Section 7 consultation. The Section 7 May 23, 2017 Contra Costa County Board of Supervisors 471 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 14 MONK & ASSOCIATES consultation process is triggered by a determination of the “action agency” – that is, the federal agency that is carrying out, funding, or approving a project - that the project “may affect” a listed species or critical habitat. If an action is likely to adversely affect a listed species or designated critical habitat, formal consultation between the nexus agency and the USFWS/NMFS is required. As part of the formal consultation, the USFWS/NMFS may resolve any issues informally with the nexus agency or may prepare a formal Biological Opinion assessing whether the proposed action would be likely to result in “jeopardy” to a listed species or if it could adversely modify designated critical habitat. If the USFWS/NMFS prepares a Biological Opinion it will contain either a “jeopardy” or “non-jeopardy” decision. If the USFWS/NMFS concludes that a proposed project would result in adverse modification of critical habitat or would jeopardize the continued existence of a federal listed species (that is, it will issue a jeopardy decision), the nexus federal agency would be most unlikely to authorize its discretionary permit. If the USFWS/NMFS prepares a “non-jeopardy” Biological Opinion, the nexus federal agency may authorize the discretionary permit making all conditions of the Biological Opinion conditions of its discretionary permit. A non-jeopardy Biological Opinion constitutes an “incidental take” permit that allows applicants to “take” federally listed species while otherwise carrying out legally sanctioned projects. For non-federal entities, for example private parties, cities, counties that are considering a discretionary permit, Section 10 provides the mechanism for obtaining take authorization. Under Section 10 of FESA, the applicant for an "incidental take permit" is required to submit a "conservation plan" to USFWS or NMFS that specifies, among other things, the impacts that are likely to result from the taking, and the measures the permit applicant will undertake to minimize and mitigate such impacts, and the funding that will be available to implement those steps. Conservation plans under FESA have come to be known as "habitat conservation plans" or "HCPs" for short. The terms incidental take permit, Section 10 permit, and Section 10(a)(1)(B) permit are used interchangeably by USFWS. Section 10(a)(2)(B) of FESA provides statutory criteria that must be satisfied before an incidental take permit can be issued. 7.1.1 RESPONSIBLE AGENCY FESA gives regulatory authority over terrestrial species and non-anadromous fish to the USFWS. The NMFS has authority over marine mammals and anadromous fish. 7.1.2 APPLICABILITY TO THE PROPOSED PROJECT There are no drainages on this project site; therefore, it does not provide fisheries habitat. Thus, consultation with NMFS is not required for this project. While the project site does not provide habitat for any federally listed animal species, Alameda whipsnake, a federally listed species known from the region must be addressed due to the proximity of critical habitat. The project site does not provide core habitat for the federally listed Alameda whipsnake and M&A believes it is unlikely that Alameda whipsnake would migrate onto the project site due to an absence of suitable habitat components onsite, including protective cover. In addition, this normally skittish snake would never tolerate the extent and amount of human disturbance that surrounds this site. However, if this snake were to migrate onto the site, which is not logical or likely, there would be no impacts to the Alameda whipsnake from the proposed project because all construction-related disturbance would take place behind protective May 23, 2017 Contra Costa County Board of Supervisors 472 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 15 MONK & ASSOCIATES fencing installed on the north-northwestern boundary as part of the proposed project. This fencing would exclude small terrestrial wildlife, including snakes, from entering the project site. Hence, M&A concludes that the proposed project would not affect the Alameda whipsnake or its habitat. M&A conducted rare plant surveys and no listed plants (or special-status plants) were found on the project site, therefore, M&A can conclude that the proposed project will not affect any federally listed plants. Therefore, no impacts to federally listed plant or wildlife species would occur from the proposed project. Accordingly, consultation with the USFWS should not be required for this project. 7.2 Federal Migratory Bird Treaty Act The Migratory Bird Treaty Act of 1918 (16 U.S.C. §§ 703-712, July 3, 1918, as amended 1936, 1960, 1968, 1969, 1974, 1978, 1986 and 1989) makes it unlawful to “take” (kill, harm, harass, shoot, etc.) any migratory bird listed in Title 50 of the Code of Federal Regulations, Section 10.13, including their nests, eggs, or young. Migratory birds include geese, ducks, shorebirds, raptors, songbirds, wading birds, seabirds, and passerine birds (such as warblers, flycatchers, swallows, etc.). 7.2.1 APPLICABILITY TO PROPOSED PROJECT All migratory birds, including raptors and many common passerine birds (perching birds), that likely nest onsite would be protected pursuant to the Migratory Bird Treaty Act. As long as there is no direct mortality of species protected pursuant to this Act caused by development of the site, there should be no constraints to development of the site. To comply with the Migratory Bird Treaty Act, all active nest sites would have to be avoided while such birds were nesting. Upon completion of nesting, the project could commence as otherwise planned. Please review specific requirements for avoidance of nest sites for potentially occurring species in the Impacts and Mitigations section below. 7.3 California Endangered Species Act 7.3.1 SECTION 2081 OF THE CALIFORNIA ENDANGERED SPECIES ACT In 1984, the state legislated the California Endangered Species Act (CESA) (Fish and Game Code §2050). The basic policy of CESA is to conserve and enhance endangered species and their habitats. State agencies will not approve private or public projects under their jurisdiction that would impact threatened or endangered species if reasonable and prudent alternatives are available. Because CESA does not have a provision for "harm" (see discussion of FESA, above), the CDFW considerations pursuant to CESA are limited to those actions that would result in the direct take of a listed species. If the CDFW determines that a proposed project could impact a State listed threatened or endangered species, the CDFW will provide recommendations for "reasonable and prudent" project alternatives. The CEQA lead agency can only approve a project if these alternatives are implemented, unless it finds that the project's benefits clearly outweigh the costs, reasonable mitigation measures are adopted, there has been no "irreversible or irretrievable" commitment of May 23, 2017 Contra Costa County Board of Supervisors 473 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 16 MONK & ASSOCIATES resources made in the interim, and the resulting project would not result in the extinction of the species. In addition, if there would be impacts to threatened or endangered species, the lead agency typically requires project applicants to demonstrate that they have acquired "incidental take" permits from the CDFW and/or USFWS (if it is a Federal listed species) prior to allowing/permitting impacts to such species. If proposed projects would result in impacts to a State listed species, an "incidental take" permit pursuant to §2081 of the Fish and Game Code would be necessary (versus a Federal incidental take permit for Federal listed species). The CDFW will issue an incidental take permit only if: 1) The authorized take is incidental to an otherwise lawful activity; 2) the impacts of the authorized take are minimized and fully mitigated; 3) measures required to minimize and fully mitigate the impacts of the authorized take: a) are roughly proportional in extent to the impact of the taking on the species; b) maintain the project applicant’s objectives to the greatest extent possible; and, c) capable of successful implementation; and, 4) adequate funding is provided to implement the required minimization and mitigation measures and to monitor compliance with, and the effectiveness of, the measures. If an applicant is preparing a habitat conservation plan (HCP) as part of the federal 10(a) permit process, the HCP might be incorporated into the §2081 permit if it meets the substantive criteria of §2081(b). To ensure that an HCP meets the mitigation and monitoring standards in Section 2081(b), an applicant should involve the CDFW staff in development of the HCP. If a final Biological Opinion (federal action) has been issued for the project pursuant to Section 7 of the federal Endangered Species Act, it might also be incorporated into the §2081 permit if it meets the standards of §2081(b). No §2081 permit may authorize the take of a species for which the Legislature has imposed strict prohibitions on all forms of “take.” These species are listed in several statutes that identify “fully protected” species and “specified birds.” See Fish and Game Code §§ 3505, 3511, 4700, 5050, 5515, and 5517. If a project is planned in an area where a “fully protected” species or a “specified bird” occurs, an applicant must design the project to avoid all take. In September 1997, Assembly Bill 21 (Fish and Game Code §2080.1) was passed. This bill allows an applicant who has obtained a “non-jeopardy” federal Biological Opinion pursuant to Section 7, or who has received a federal 10(a) permit (federal incidental take permit), to submit the federal opinion or permit to the CDFW for a determination as to whether the federal document is “consistent” with CESA. If after 30 days the CDFW determines that the federal incidental take permit is consistent with state law, and that all state listed species under consideration have been considered in the federal Biological Opinion, then no further permit or consultation is required under CESA for the project. However, if the CDFW determines that the federal opinion or permit is not consistent with CESA, or that there are state listed species that were not considered in the federal Biological Opinion, then the applicant must apply for a state permit under Section 2081(b). The process provided in Fish and Game Code §2080.1 (Assembly Bill 21) may be of use when the incidental take would occur to species that are listed under both May 23, 2017 Contra Costa County Board of Supervisors 474 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 17 MONK & ASSOCIATES the federal and state endangered species acts. Assembly Bill 21 is of no use if an affected species is state-listed, but not federally listed. State and federal incidental take permits are issued on a discretionary basis, and are typically only authorized if applicants are able to demonstrate that impacts to the listed species in question are unavoidable, and can be mitigated to an extent that the reviewing agency can conclude that the proposed impacts would not jeopardize the continued existence of the listed species under review. Typically, if there would be impacts to a listed species, mitigation that includes habitat avoidance, preservation, and creation of endangered species habitat is necessary to demonstrate that projects would not threaten the continued existence of a species. In addition, management endowment fees are usually collected as part of the agreement for the incidental take permit(s). The endowment is used to manage any lands set-aside to protect listed species, and for biological mitigation monitoring of these lands over (typically) a five-year period. 7.3.2 APPLICABILITY TO PROPOSED PROJECT The project site does not provide habitat for any state listed animals or plants. While the project site does not provide habitat for any federally listed animal species, Alameda whipsnake, a federally listed species known from the region must be addressed due to the proximity of critical habitat. The project site does not provide core habitat for the federally listed Alameda whipsnake and M&A believes it is unlikely that Alameda whipsnake would migrate onto the project site due to an absence of suitable habitat components onsite, including protective cover. In addition, this normally skittish snake would never tolerate the extent and amount of human disturbance that surrounds this site. However, if this snake were to migrate onto the site, which is not logical or likely, there would be no impacts to the Alameda whipsnake from the proposed project because all construction-related disturbance would take place behind protective fencing installed on the north-northwestern boundary as part of the proposed project. This fencing would exclude small terrestrial wildlife, including snakes, from entering the project site. Hence, M&A concludes that the proposed project would not affect the Alameda whipsnake or its habitat. Therefore, under the current development proposal there would be no impacts to state listed plant or animal species. Consequently, an “incidental take permit” issued by the CDFW pursuant to Section 2081 of the Fish and Game Code should not be required for the proposed project. 7.4 Applicable CEQA Regulations Section 15380 of CEQA defines “endangered” species as those whose survival and reproduction in the wild are in immediate jeopardy from one or more causes, including loss of habitat, change in habitat, overexploitation, predation, competition, disease, or other factors. “Rare” species are defined by CEQA as those who are in such low numbers that they could become endangered if their environment worsens; or the species is likely to become endangered within the foreseeable future throughout all or a significant portion of its range and may be considered “threatened” as that term is used in the FESA. The CEQA Guidelines also state that a project will normally have a significant effect on the environment if it will “substantially affect a rare or endangered species of animal or plant or the habitat of the species.” The significance of impacts to a species under CEQA, therefore, must be based on analyzing actual rarity and threat to that species despite its legal status or lack thereof. May 23, 2017 Contra Costa County Board of Supervisors 475 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 18 MONK & ASSOCIATES 7.4.1 APPLICABILITY TO PROPOSED PROJECT This document addresses potential impacts to species that would be defined as endangered or rare pursuant to Section 15380 of the CEQA. This document is suitable for use by the CEQA lead agency (in this case Contra Costa County) for incorporation into an initial study or any other CEQA review document prepared for the proposed project. 7.5 California Fish and Game Code § 3503, 3503.5, 3511, and 3513 California Fish and Game Code §3503, 3503.5, 3511, and 3513 prohibit the “take, possession, or destruction of birds, their nests or eggs.” Disturbance that causes nest abandonment and/or loss of reproductive effort (killing or abandonment of eggs or young) is considered “take.” Such a take would also violate federal law protecting migratory birds (Migratory Bird Treaty Act). All raptors (that is, hawks, eagles, owls) their nests, eggs, and young are protected under California Fish and Game Code (§3503.5). Additionally, “fully protected” birds, such as the white-tailed kite (Elanus leucurus) and golden eagle (Aquila chrysaetos), are protected under California Fish and Game Code (§3511). “Fully protected” birds may not be taken or possessed (that is, kept in captivity) at any time. 7.5.1 APPLICABILITY TO THE PROPOSED PROJECT Preconstruction surveys for nesting raptors or other birds (passerines, for example) would have to be conducted to ensure that there is no direct take of nesting birds including their eggs or young. Any active nests that were found during preconstruction surveys would have to be avoided by the project. Suitable non-disturbance buffers would have to be established around nest sites until the nesting cycle is complete. More specifics on the size of buffers are provided below in the Impacts and Mitigations section. 7.6 Contra Costa County Tree Ordinances 7.6.1 TREE PROTECTION AND PRESERVATION ORDINANCE Implementation of the proposed project would require the removal of several valley oaks, redwoods, and coast live oaks, among other species, many of which are greater than 6.5 inches in diameter at breast height (dbh) (4.5 feet above grade). Since the project site is located on “undeveloped property” (as defined by Contra Costa County Code1) all trees on the project site measuring greater than 6.5 inches dbh, even non-native species, are protected pursuant to the Contra Costa County tree protection and preservation ordinance. Article 816-6.6, “Protected Trees,” as presented in the County Code is as follows: A “protected tree” is any one of the following: (1) On all properties within the unincorporated area of the county: 1 According to Article 816-6.4024 of Contra Costa County Code, “undeveloped property” is (1) a parcel of private land which is vacant or a developed parcel which has remaining development potential; (2) a parcel of land which can be further divided in accordance with zoning regulations of the county; (3) a parcel of land on which the structures are proposed to be demolished or relocated (Ords. 94-59, 94-22). May 23, 2017 Contra Costa County Board of Supervisors 476 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 19 MONK & ASSOCIATES (A) Where the tree to be cut down, destroyed or trimmed by topping is adjacent to or part of a riparian, foothill woodland or oak savanna area, or part of a stand of four or more trees, measures twenty inches or larger in circumference (approximately 6.5 inches in diameter) as measured four and one-half feet from ground level, and is included in the following list of indigenous trees: Acer macrophyllum (Big-leaf Maple), Acer negundo (Box Elder), Aesculus californica (California Buckeye), Alnus Rhombifolia (White Alder), Arbutus menziesii (Madrone), Heteromeles arbutifolia (Toyon), Juglans Hindsii (California Black Walnut), Juniperus californica (California Juniper), Lithocarpus densiflora (Tanoak or Tanbark Oak), Pinus attenuata (Knobcone Pine), Pinus sabiniana (Digger Pine), Platanus Racemosa (California Sycamore), Populus fremontii (Fremont Cottonwood), Populus trichocarpa (Black Cottonwood), Quercus agrifolia (California or Coast Live Oak), Quercus chrysolepis (Canyon Live Oak), Quercus douglasii (Blue Oak), Quercus kelloggii (California Black Oak), Quercus lobata (Valley Oak), Quercus wislizenii (Interior Live Oak), Salix lasiandra (Yellow Willow), Salix laevigata (Red Willow), Salix lasiolepis (Arroyo Willow), Sambucus callicarpa (Coast Red Elderberry), Sequoia sempervirens (Coast Redwood), Umbellularia californica (California Bay or Laurel); (B) Any tree shown to be preserved on an approved tentative map, development or site plan or required to be retained as a condition of approval; (C) Any tree required to be planted as a replacement for an unlawfully removed tree. (2) On any of the properties specified in subsection (3) of this section: (A) Any tree measuring twenty inches or larger in circumference (approximately six and one- half inches diameter), measured four and one-half feet from ground level including the oak trees listed above; (B) Any multi-stemmed tree with the sum of the circumferences measuring forty inches or larger, measured four and one-half feet from ground level; (C) And any significant grouping of trees, including groves of four or more trees. (3) Specified properties referred to in subsection (2) of this section includes: (A) Any developed property within any commercial, professional office or industrial district; (B) Any undeveloped property within any district; (C) Any area designated on the general plan for recreational purposes or open space; (D) Any area designated in the county general plan open space element as visually significant riparian or ridge line vegetation and where the tree is adjacent to or part of a riparian, foothill woodland or oak savanna area. (Ords. 94-59, 94-22). May 23, 2017 Contra Costa County Board of Supervisors 477 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 20 MONK & ASSOCIATES Any person proposing to trench, grade or fill within the dripline of any protected tree or cut down, destroy, trim by topping or remove any protected tree shall apply to Contra Costa County for a tree permit, not less than ten days prior to the proposed tree removal or tree alterations. If the reasons for alteration or removal relate to the health of the tree or if grading, trenching or filling is proposed under the dripline of an existing tree, or the review is of a collective tree permit and the director determines that more technical expertise is necessary to make the decision, a report prepared by an arborist may be required, to be paid for by the applicant. 7.6.2 HERITAGE TREE ORDINANCE The Contra Costa County Heritage Tree Ordinance (Chapter 816-4, Ordinance 88-83, Contra Costa County Code) protects trees that have been designated as a heritage tree by the planning commission or board. A tree permit must be filed to remove a heritage tree, including application for a building, grading or demolition permit. 7.6.3 APPLICABILITY TO THE PROPOSED PROJECT According to the Arborist’s Tree Survey (Attachment B), prepared by Timothy C. Ghirardelli Consulting Arborist, dated February 4, 2016, 13 protected native oak trees will be removed under the current project plans (proposed site plan in Attachment A). Many others are proposed for protection and will need adequate fencing around the dripline in order to ensure their preservation. As there is a tree ordinance and the County will enforce this ordinance, impacts to trees are not considered further herein. 8. REGULATORY REQUIREMENTS PERTAINING TO WATERS OF THE UNITED STATES AND STATE This section presents an overview of the criteria used by the U.S. Army Corps of Engineers, the California Regional Water Quality Control Board, the State Water Resources Control Board, and the CDFW to determine those areas within a project area that would be subject to their regulation. 8.1 U.S. Army Corps of Engineers Jurisdiction and General Permitting 8.1.1 SECTION 404 OF THE CLEAN WATER ACT Congress enacted the Clean Water Act “to restore and maintain the chemical, physical, and biological integrity of the Nation’s waters” (33 U.S.C. §1251(a)). Pursuant to Section 404 of the Clean Water Act (33 U.S.C. 1344), the U.S. Army Corps of Engineers (Corps) regulates the disposal of dredged or fill material into "waters of the United States" (33 CFR Parts 328 through 330). This requires project applicants to obtain authorization from the Corps prior to discharging dredged or fill materials into any water of the United States. In the Federal Register "waters of the United States" are defined as, “...all interstate waters including interstate wetlands...intrastate lakes, rivers, streams (including intermittent streams), wetlands, [and] natural ponds, the use, degradation or destruction of which could affect interstate or foreign commerce...” (33 CFR Section 328.3). Limits of Corps’ jurisdiction: May 23, 2017 Contra Costa County Board of Supervisors 478 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 21 MONK & ASSOCIATES (a) Territorial Seas. The limit of jurisdiction in the territorial seas is measured from the baseline in a seaward direction a distance of three nautical miles. (See 33 CFR 329.12) (b) Tidal Waters of the United States. The landward limits of jurisdiction in tidal waters: (1) Extends to the high tide line, or (2) When adjacent non-tidal waters of the United States are present, the jurisdiction extends to the limits identified in paragraph (c) of this section. (c) Non-Tidal Waters of the United States. The limits of jurisdiction in non-tidal waters: (1) In the absence of adjacent wetlands, the jurisdiction extends to the ordinary high water mark, or (2) When adjacent wetlands are present, the jurisdiction extends beyond the ordinary high water mark to the limit of the adjacent wetlands. (3) When the water of the United States consists only of wetlands the jurisdiction extends to the limit of the wetland. Section 404 jurisdiction in "other waters" such as lakes, ponds, and streams, extends to the upward limit of the ordinary high water mark (OHWM) or the upward extent of any adjacent wetland. The OHWM on a non-tidal water is:  the "line on shore established by the fluctuations of water and indicated by physical characteristics such as a clear natural line impressed on the bank; shelving; changes in the character of soil; destruction of terrestrial vegetation; the presence of litter or debris; or other appropriate means that consider the characteristics of the surrounding areas" (33 CFR Section 328.3[e]). Wetlands are defined as: “...those areas that are inundated or saturated by surface or ground water at a frequency and duration to support a prevalence of vegetation adapted for life in saturated soil conditions” (33 CFR Section 328.8 [b]). Wetlands usually must possess hydrophytic vegetation (i.e., plants adapted to inundated or saturated conditions), wetland hydrology (e.g., topographic low areas, exposed water tables, stream channels), and hydric soils (i.e., soils that are periodically or permanently saturated, inundated or flooded) to be regulated by the Corps pursuant to Section 404 of the Clean Water Act. 8.1.1.1 Significant Nexus of Tributaries On December 2, 2008, the Corps and the Environmental Protection Agency (EPA) issued joint guidance on implementing the U.S. Supreme Court decision in the consolidated cases Rapanos v. United States and Carabell v. United States (herein referred to simply as “Rapanos”) (Corps 2008b) which address the jurisdiction over waters of the United States under the Clean Water Act. In this joint guidance these agencies provide guidance on where they will assert jurisdiction over waters of the U.S. The EPA and Corps will assert jurisdiction over the following waters:  Traditional navigable waters May 23, 2017 Contra Costa County Board of Supervisors 479 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 22 MONK & ASSOCIATES  Wetlands adjacent to traditional navigable waters  Non-navigable tributaries of traditional navigable waters that are relatively permanent where the tributaries typically flow year-round or have continuous flow at least seasonally (for example, typically three months).  Wetlands that directly abut such tributaries. The agencies generally will not assert jurisdiction over the following features:  Swales or erosional features (e.g., gullies, small washes characterized by low volume, infrequent, or short duration flow); and  Ditches (including roadside ditches) excavated wholly in and draining only uplands and that do not carry a relatively permanent flow of water. The agencies will apply the significant nexus standard as follows:  A significant nexus analysis will assess the flow characteristics and functions of the tributary itself and the functions performed by all wetlands adjacent to the tributary to determine if they significantly affect the chemical, physical and biological integrity of downstream traditional navigable waters; and  Significant nexus includes consideration of hydrologic and ecologic factors. 8.1.1.2 Isolated Areas Excluded from Section 404 Jurisdiction In addition to areas that may be exempt from Section 404 jurisdiction, some isolated wetlands and waters may also be considered outside of Corps jurisdiction as a result of the Supreme Court’s decision in Solid Waste Agency of Northern Cook County (SWANCC) v. United States Army Corps of Engineers (531 U.S. 159 [2001]). Isolated wetlands and waters are those areas that do not have a surface or groundwater connection to, and are not adjacent to a navigable “Waters of the U.S.,” and do not otherwise exhibit an interstate commerce connection. 8.1.1.3 Permitting Corps Jurisdictional Areas To remain in compliance with Section 404 of the Clean Water Act, project proponents and property owners (applicants) are required to be permitted by the Corps prior to discharging or otherwise impacting waters of the United States. In many cases, the Corps must visit a proposed project area (to conduct a “jurisdictional determination”) to confirm the extent of area falling under their jurisdiction prior to authorizing any permit for that project area. Typically, at the time the jurisdictional determination is conducted, applicants (or their representative) will discuss the appropriate permit application that would be filed with the Corps for permitting the proposed impact(s) to “waters of the United States.” Pursuant to Section 404 of the Clean Water Act, the Corps normally provides two alternatives for permitting impacts to the type of “waters of the United States” found in the project area. The first alternative would be to use Nationwide Permit(s) (NWP). The second alternative is to apply to the Corps for an Individual Permit (33 CFR Section 235.5(2)(b)). May 23, 2017 Contra Costa County Board of Supervisors 480 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 23 MONK & ASSOCIATES NWPs are a type of general permit administered by the Corps and issued on a nationwide basis that authorize minor activities that affect Corps regulated waters. Under NWP, if certain conditions are met, the specified activities can take place without the need for an individual or regional permit from the Corps (33 CFR, Section 235.5[c][2]). In order to use NWP(s), a project must meet 27 general nationwide permit conditions, and all specific conditions pertaining to the NWP being used (as presented at 33 CFR Section 330, Appendices A and C). It is also important to note that pursuant to 33 CFR Section 330.4(e), there may be special regional conditions or modifications to NWPs that could have relevance to individual proposed projects. Finally, pursuant to 33 CFR Section 330.6(a), Nationwide permittees may, and in some cases must, request from the Corps confirmation that an activity complies with the terms and conditions of the NWP intended for use (i.e., must receive “verification” from the Corps). Prior to finalizing design plans, the applicant needs to be aware that the Corps maintains a policy of “no net loss” of wetlands (waters of the United States) from project area development. Therefore, it is incumbent upon applicants that propose to impact Corps regulated areas to submit a mitigation plan that demonstrates that impacted regulated areas would be recreated (i.e., impacts would be mitigated). Typically, the Corps requires mitigation to be “in-kind” (i.e., if a stream channel would be filled, mitigation would include replacing it with a new stream channel), and at a minimum of a 1:1 replacement ratio (i.e., one acre or fraction there of recreated for each acre or fraction thereof lost). Often a 2:1 replacement ratio is required. Usually the 2:1 ratio is met by recreation or enhancement of an equivalent amount of wetland as is impacted, in addition to a requirement to preserve an equivalent amount of wetland as is impacted by the project. In some cases, the Corps allows “out-of-kind” mitigation if the compensation site has greater value than the impacted site. For example, if project designs call for filling an intermittent drainage, mitigation should include recreating the same approximate jurisdictional area (same drainage widths) at an offsite location or on a set-aside portion of the project area. Finally, there are many Corps approved wetland mitigation banks where wetland mitigation credits can be purchased by applicants to meet mitigation compensation requirements. Mitigation banks have defined service areas and the Corps may only allow their use when a project would have minimal impacts to wetlands. 8.1.2 APPLICABILITY TO THE PROPOSED PROJECT There are no areas on the project site that would be subject to the Corps jurisdiction. There are no seasonal wetlands or drainage features on the project site. The proposed development project includes installation of six detention basins to collect and treat stormwater on the project site, and treated stormwater will be discharged into the existing stormdrain system in Gloria Terrace. Thus, the proposed project would not result in impacts to offsite waters of the United States. 8.2 State Water Resources Control Board (SWRCB) / California Regional Water Quality Control Board (RWQCB) 8.2.1 SECTION 401 OF THE CLEAN WATER ACT The SWRCB and RWQCB regulate activities in "waters of the State" (which includes wetlands) through Section 401 of the Clean Water Act. While the Corps administers a permitting program that authorizes impacts to waters of the United States, including wetlands and other waters, any Corps permit authorized for a proposed project would be inoperative unless it is a NWP that has May 23, 2017 Contra Costa County Board of Supervisors 481 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 24 MONK & ASSOCIATES been certified for use in California by the SWRCB, or if the RWQCB has issued a project specific certification or waiver of water quality. Certification of NWPs requires a finding by the SWRCB that the activities permitted by the NWP will not violate water quality standards individually or cumulatively over the term of the permit (the term is typically for five years). Certification must be consistent with the requirements of the federal Clean Water Act, the California Environmental Quality Act, the California Endangered Species Act, and the SWRCB’s mandate to protect beneficial uses of waters of the State. Any denied (i.e., not certified) NWPs, and all Individual Corps permits, would require a project specific RWQCB certification of water quality. Additionally, if a proposed project would impact waters of the State, including wetlands, the project applicant must demonstrate that the project is unable to avoid these adverse impacts, or water quality certification will most likely be denied. Section 401 Certification may also be denied based on significant adverse impacts to waters of the United States/State, including wetlands. The RWQCB has also adopted the Corps’ policy that there shall be “no net loss” of wetlands. Thus, prior to certifying water quality, the RWQCB will impose avoidance mitigation requirements on project proponents that impact waters of the State. 8.2.2 APPLICABILITY TO THE PROPOSED PROJECT There are no areas on the project site that would be subject to the RWQCB’s Clean Water Act jurisdiction. Thus, there would be no need to apply to the RWQCB for a Section 401 certification of water quality. In summary, there would be no impacts to Clean Water Act defined waters of the State under the proposed project. 8.2.3 PORTER-COLOGNE WATER QUALITY CONTROL ACT The Porter-Cologne Water Quality Control Act, Water Code § 13260, requires that “any person discharging waste, or proposing to discharge waste, that could affect the waters of the State to file a report of discharge” with the RWQCB through an application for waste discharge (Water Code Section 13260(a)(1). The term “waters of the State” is defined as any surface water or groundwater, including saline waters, within the boundaries of the State (Water Code § 13050(e)). It should be noted that pursuant to the Porter-Cologne Water Quality Control Act, the RWQCB also regulates “isolated wetlands,” or those wetlands considered to be outside of the Corps’ jurisdiction pursuant to the SWANCC decision (see Corps Section above). The RWQCB generally considers filling in waters of the State to constitute “pollution.” Pollution is defined as an alteration of the quality of the waters of the state by waste that unreasonably affects its beneficial uses (Water Code §13050(1)). The RWQCB litmus test for determining if a project should be regulated pursuant to the Porter-Cologne Water Quality Control Act is if the action could result in any “threat” to water quality. The RWQCB requires complete pre- and post-development Best Management Practices Plan (BMPs) of any portion of the project site that is developed. This means that a water quality treatment plan for the pre- and post-developed project site must be prepared and implemented. Preconstruction requirements must be consistent with the requirements of the National Pollutant Discharge Elimination System (NPDES). That is, a Stormwater Pollution Prevention Plan (SWPPP) must be developed prior to the time that a site is graded (see NPDES section below). In May 23, 2017 Contra Costa County Board of Supervisors 482 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 25 MONK & ASSOCIATES addition, a post construction BMPs plan, or a Stormwater Management Plan (SWMP) must be developed and incorporated into any site development plan. 8.2.4 APPLICABILITY TO PROPOSED PROJECT Since any “threat” to water quality could conceivably be regulated pursuant to the Porter- Cologne Water Quality Control Act, care will required be when constructing the proposed project to be sure that adequate pre and post construction BMPs are incorporated into the project implementation plans. Regarding post construction BMPs, the proposed development project includes installation of six detention basins to collect and treat stormwater on the project site, and treated stormwater will be discharged from these basins into the existing storm drain system in Gloria Terrace. Thus, the proposed project would not result in impacts to offsite waters of the States. 8.2.5 NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM (NPDES) In 1972 the Clean Water Act was amended to state that the discharge of pollutants to waters of the United States from any point source is unlawful unless the discharge is in compliance with an NPDES permit. The 1987 amendments to the Clean Water Act added Section 402(p) which establishes a framework for regulating municipal and industrial stormwater discharges under the NPDES Program. While federal regulations allow two permitting options for stormwater discharges (individual permits and General Permits), the SWRCB has elected to adopt only one statewide General Permit at this time that will apply to all stormwater discharges associated with construction activity, except from those on Tribal Lands, in the Lake Tahoe Hydrologic Unit, and those performed by the California Department of Transportation (CalTrans). The General Permit requires all dischargers where construction activity disturbs greater than one acre of land or those sites less than one acre that are part of a common plan of development or sale that disturbs more than one acre of land surface to: 1. Develop and implement a Storm Water Pollution Prevention Plan (SWPPP) which specifies Best Management Practices (BMPs) that will prevent all construction pollutants from contacting stormwater with the intent of keeping all products of erosion from moving off site into receiving waters. 2. Eliminate or reduce non-stormwater discharges to storm sewer systems and other waters of the nation. 3. Perform inspections of all BMPs. This General Permit is implemented and enforced by the nine California Regional Water Quality Control Boards (RWQCBs). Types of Construction Activity Covered by the General Permit Construction activity subject to this General Permit includes clearing, grading, and disturbances to the ground such as stockpiling, or excavation that results in soil disturbances of at least one acre or more of total land area. Construction activity that results in soil disturbances to a smaller May 23, 2017 Contra Costa County Board of Supervisors 483 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 26 MONK & ASSOCIATES area would still be subject to this General Permit if the construction activity is part of a larger common plan of development that encompasses greater than one acre of soil disturbance, or if there is significant water quality impairment resulting from the activity. Construction activity does not include routine maintenance to maintain original line and grade, hydraulic capacity, or original purpose of the facility, nor does it include emergency construction activities required to protect public health and safety. Project proponents (landowners) should confirm with the local RWQCB whether or not a particular routine maintenance activity is subject to this General Permit. 8.2.6 2009 CHANGES TO THE NPDES PROGRAM AND USE OF THE GENERAL PERMIT [This section excerpted in part from Morrison Foerster Legal Updates and News September 2009, by Robert L. Falk and Corinne Fratini]. The California State Water Resources Control Board (“State Water Board”) has adopted a new National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction and Land Disturbance Activities (“Construction General Permit”). The new Construction General Permit which was issued pursuant to the federal Clean Water Act and is enforceable through citizens’ suits, represents a dramatic shift in the State Water Board’s approach to regulating new and redevelopment sites, imposing new affirmative duties and fixed standards on builders and developers. Changes to use of the General Permit became effective on July 1, 2010. The new Construction General Permit does not completely carry forward the former qualitative and self-selected compliance approach based on preparation of a SWPPP. Instead, developers and construction contractors must implement specific BMPs, achieve quantitatively-defined (i.e., numeric) pollutant-specific discharge standards, and conduct much more rigorous monitoring based on the project’s projected risk level. The State Water Board’s new quantitative standards take a two-tiered approach, depending on the risk level associated with the site in question. Exceedance of a benchmark Numeric Action Level (“NAL”) measured in terms of pH and turbidity (a measure related to both the amount of sediment in and the velocity of site runoff) triggers an additional obligation to implement additional BMPs and corrective action to improve SWPPP performance. For medium- and high- risk sites, failure to meet more stringent numeric standards for pH and turbidity, known as Numeric Effluent Limitations (“NELs”), will also automatically result in a permit violation and be directly enforceable in administrative or, in the case of a citizens’ group taking up the cause, judicial forums. New minimum BMPs include Active Treatment Systems, which may be necessary where traditional erosion and sediment controls do not effectively control accelerated erosion; where site constraints inhibit the ability to construct a correctly-sized sediment basin; where clay and/or highly erosive soils are present; or where the site has very steep or long slope lengths. In addition, the new Construction General Permit includes several “post-construction” requirements. These requirements entail that site designs provide no net increase in overall site runoff and match pre-project hydrology by maintaining runoff volume and drainage concentrations. To achieve the required results where impervious surfaces such as roofs and paved surfaces are being increased, developers must implement non-structural off-setting BMPs, such as landform grading, site design BMPs, and distributed structural BMPs (bioretention cells, May 23, 2017 Contra Costa County Board of Supervisors 484 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 27 MONK & ASSOCIATES rain gardens, and rain cisterns). This “runoff reduction” approach is essentially a State Water Board-imposed regulatory requirement to implement Low Impact Development (“LID”) design features. Volume that cannot be addressed using non-structural BMPs must be captured in structural BMPs that are approved by the Regional Water Board. Finally, the new Construction General Permit requires electronic filing of all Permit Registration Documents, NOIs, SWPPPs, annual reports, Notices of Termination, and NAL/NEL Exceedance Reports. This information will be readily available to the Water Boards and citizen enforcers who can then determine whether to initiate enforcement actions—actions which can result in significant penalties and legal fees. 8.2.7 APPLICABILITY TO THE PROPOSED PROJECT On September 2, 2009, the State Water Resources Control Board adopted Order No. 2009-0009- DWQ, which reissued the Construction General Permit (CGP) for projects disturbing one or more acres of land surface, or those sites less than one acre that are part of a common plan of development or sale that disturbs more than one acre of land surface. Effective July 1, 2010, the requirements of this order replaced and superseded State Water Board Orders No. 99-08-DWQ. It is the responsibility of the applicant to obtain coverage under the General Permit prior to commencement of construction activities that disturb greater than one acre of area. As the process of receiving coverage under the General Permit became considerably more involved in July 2010, the project engineer should start this permitting loop with the RWQCB at least 6 months in advance of the commencement of the proposed project. 8.3 RWQCB Municipal Storm Water Permitting Program The Municipal Storm Water Permitting Program regulates storm water discharges from municipal separate storm sewer systems (MS4s). MS4 permits were issued in two phases. Under Phase I, which started in 1990, the RWQCBs have adopted NPDES storm water permits for medium (serving between 100,000 and 250,000 people) and large (serving 250,000 people) municipalities. Most of these permits are issued to a group of co-permittees encompassing an entire metropolitan area. These permits are reissued as the permits expire. As part of Phase II, the SWRCB adopted a General Permit for the Discharge of Storm Water from Small MS4s (WQ Order No. 2003-0005-DWQ) to provide permit coverage for smaller municipalities, including non-traditional Small MS4s, which are governmental facilities such as military bases, public campuses, and prison and hospital complexes. The MS4 permits require the discharger to develop and implement a Storm Water Management Plan/Program (SWMP) with the goal of reducing the discharge of pollutants to the maximum extent practicable (MEP). MEP is the performance standard specified in Section 402(p) of the Clean Water Act. The management programs specify what best management practices (BMPs) will be used to address certain program areas. The program areas include public education and outreach; illicit discharge detection and elimination; construction and post-construction; and good housekeeping for municipal operations. In general, medium and large municipalities are required to conduct chemical monitoring, though small municipalities are not. May 23, 2017 Contra Costa County Board of Supervisors 485 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 28 MONK & ASSOCIATES 8.3.1 RWQCB PHASE I PROGRAM REQUIREMENTS The C.3 NPDES requirements went into effect for any project (public or private) that is “deemed complete” by the City or County (Lead Agency) on or after February 15, 2005, and which will result in the creation or replacement (other than normal maintenance) of at least 10,000 square feet of impervious surface area (roofs, streets, patios, parking lots, etc.). Intended to reduce the introduction of urban pollutants into San Francisco Bay, creeks, streams, lakes, and other water bodies in the region, Provision C.3 requires the onsite treatment of stormwater prior to its discharge into downstream receiving waters. Note that these requirements are in addition to the existing NPDES requirements for erosion and sedimentation controls during project construction. Projects subject to Provision C3 must include the capture and onsite treatment of all stormwater from the site prior to its discharge, including rainwater falling on building rooftops. Project applicants are required to implement appropriate source control and site design measures and to design and implement stormwater treatment measures in order to reduce the discharge of stormwater pollutants to the maximum extent practicable. While the Clean Water Act does not define “maximum extent practicable,” the Stormwater Quality Management Plans required as a condition of the municipal NPDES permits identify control measures (known as Best Management Plans, or BMPs) and, where applicable, performance standards, to establish the level of effort required to satisfy the maximum extent practicable criterion. It is ultimately up to the professional judgment of the reviewing municipal staff in the individual jurisdictions to determine whether a project’s proposed stormwater controls will satisfy the maximum extent practicable criterion. However, there are numeric criteria used to ensure that treatment BMPs have been adequately sized to accommodate and treat a site’s stormwater. The C3 requirements are quite extensive, and their complete explanation is not provided here. However, the following are minimums that should be understood and adhered to:  The applicant must provide a detailed and realistic site design and impervious surface area calculations. This site design and calculations will be used by the Lead Agency (County or City) to determine/verify the amount of impervious surface area that is being created or replaced. It should include all proposed buildings, roads, walkways, parking lots, landscape areas, etc., that are being created or redeveloped. If large (greater than 10,000 square feet) lots are being created an effort will need to be made to determine the total impervious surface area that could be created on that parcel. For example if only a portion of the lot is shown as a “building envelope” then the lead agency will need to consider that a driveway will have to be constructed to access the envelope and that the envelope will then be developed as shown. If the C.3 thresholds are met (creation/redevelopment of 10,000 square feet of impervious surface area), a Stormwater Control Plan (SWCP) (if required by the Lead Agency, or whatever steps for compliance with Provision C3 are required locally) must accompany the application.  If a SWCP is required by the Lead Agency for the project it must be stamped by a Licensed Civil Engineer, Architect, or Landscape Architect. Incorporating the C3 requirements into the early phases of new project planning will speed the May 23, 2017 Contra Costa County Board of Supervisors 486 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 29 MONK & ASSOCIATES approval process (by reducing or eliminating the need for redesign of the site plan once it gets to the municipal review process), improve the integration of treatment into site landscaping, enhance the project’s aesthetics, reduce the water quality impacts of the project, improve the natural absorption of urban pollutants into the environment, and reduce the amount of stormwater discharged from the site. If these requirements are not incorporated into the early stages of site design, a subsequent redesign of the site plan may be required in order to provide all of the required onsite water treatment, adding unnecessarily to project development costs. 8.3.2 APPLICABILITY TO THE PROPOSED PROJECT The Contra Costa County Flood Control and Water Conservation District, Contra Costa County and 16 incorporated cities in the County which include the City of Clayton, City of Concord, Town of Danville, City of El Cerrito, City of Hercules, City of Lafayette, City of Martinez, Town of Moraga, City of Orinda, City of Pinole, City of Pittsburg, City of Pleasant Hill, City of Richmond, City of San Pablo, City of San Ramon, and the City of Walnut Creek (hereinafter Dischargers) have joined to form the Contra Costa Clean Water Program (hereinafter the Program), and have submitted an NPDES permit application package dated June 30, 1998, for re-issuance of waste discharge requirements under the National Pollutant Discharge Elimination System (NPDES) to implement “A Stormwater Management Plan for the Contra Costa Clean Water Program” dated June 30, 1998 (hereinafter the Plan) to discharge stormwater runoff from storm drains and watercourses that its members own and/or operate. Each of the Dischargers is individually responsible for adopting and enforcing ordinances, implementing assigned BMPs to prevent or reduce pollutants in stormwater, and providing funds for capital, operation, and maintenance expenditures necessary to implement such BMPs for the storm drain system that it owns and/or operates. Assigned BMPs to be implemented by each Discharger are listed as Performance Standards in the Plan. Enforcement actions concerning this Order will, whenever necessary, be pursued only against the individual Discharger(s) responsible for specific violations of this Order. It is the Regional Board’s intent that this Order shall ensure attainment of applicable water quality objectives and protection of beneficial uses of receiving waters. This Order, therefore, includes requirements to the effect that discharges shall not cause or contribute to violations of water quality objectives nor shall they cause certain conditions to occur which create a condition of nuisance or water quality impairment in receiving waters. Accordingly, the Regional Board is requiring that these requirements be addressed through the implementation of BMPs to reduce pollutants in stormwater as provided in Provisions C.1 through C.14 of this Order. As of December 1, 2012, projects (including single-family homes) creating and/or replacing 2,500 square feet or more of impervious surface, but less than 10,000 square feet of impervious surface, must implement site design measures to reduce stormwater runoff. Possible measures include directing runoff from roofs or pavements to vegetated areas, incorporating permeable pavement, using cisterns or rain barrels, using planter boxes, or developing a landscaped bioretention facility. The proposed development project includes installation of six detention basins to collect and treat stormwater on the project site, and treated stormwater will be discharged from these basins into the existing stormdrain system in Gloria Terrace. May 23, 2017 Contra Costa County Board of Supervisors 487 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 30 MONK & ASSOCIATES 8.4 California Department of Fish and Wildlife Protections 8.4.1 SECTION 1602 OF CALIFORNIA FISH AND GAME CODE Pursuant to Section 1602 of the California Fish and Game Code, California Department of Fish and Wildlife (the CDFW) regulates activities that divert, obstruct, or alter stream flow, or substantially modify the bed, channel, or bank of a stream which the CDFW typically considers to include its riparian vegetation. Any proposed activity in a natural stream channel that would substantially adversely affect an existing fish and/or wildlife resource, would require entering into a Streambed Alteration Agreement (SBAA) with the CDFW prior to commencing with work in the stream. However, prior to authorizing such permits, the CDFW typically reviews an analysis of the expected biological impacts, any proposed mitigation plans that would be implemented to offset biological impacts and engineering and erosion control plans. 8.4.2 APPLICABILITY TO PROPOSED PROJECT There are no areas on the project site that would be subject to CDFW’s jurisdiction pursuant to Section 1602 of the Fish and Game Code. 9. IMPACTS ANALYSIS In this section we discuss potential impacts to sensitive biological resources. We follow each impact with a mitigation prescription that when implemented would reduce impacts to the greatest extent possible. This impact analysis is based on a Vesting Tentative Map prepared by Humann Company on April 16, 2016. 9.1 Significance Criteria A significant impact is determined using CEQA and CEQA Guidelines. Pursuant to CEQA §21068, a significant effect on the environment means a substantial, or potentially substantial, adverse change in the environment. Pursuant to CEQA Guideline §15382, a significant effect on the environment is further defined as a substantial, or potentially substantial, adverse change in any of the physical conditions within the area affected by the project including land, air, water, minerals, flora, fauna, ambient noise, and objects of historical or aesthetic significance. Other Federal, State, and local agencies’ considerations and regulations are also used in the evaluation of significance of proposed actions. Direct and indirect adverse impacts to biological resources are classified as “significant,” “potentially significant,” or “less than significant.” Biological resources are broken down into four categories: vegetation, wildlife, threatened and endangered species, and regulated “waters of the United States” and/or stream channels. 9.1.1 THRESHOLDS OF SIGNIFICANCE 9.1.1.1 Plants, Wildlife, Waters In accordance with Appendix G (Environmental Checklist Form) of the CEQA Guidelines, implementing the project would have a significant biological impact if it would: May 23, 2017 Contra Costa County Board of Supervisors 488 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 31 MONK & ASSOCIATES  Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, policies, or regulations, or by the California Department of Fish and Wildlife or U.S. Fish and Wildlife Service.  Have a substantial adverse effect on any riparian habitat or other sensitive natural community identified in local or regional plans, policies, regulations or by the California Department of Fish and Wildlife or US Fish and Wildlife Service.  Have a substantial adverse effect on federally protected “wetlands” as defined by Section 404 of the Clean Water Act (including, but not limited to, marsh, vernal pool, coastal, etc.) through direct removal, filling, hydrological interruption, or other means.  Interfere substantially with the movement of any native resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites.  Conflict with any local policies or ordinances protecting biological resources, such as a tree preservation policy or ordinance.  Conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan. 9.1.1.2 Waters of the United States and State. Pursuant to Section 404 of the Clean Water Act (33 U.S.C. 1344), the U.S. Army Corps of Engineers (Corps) regulates the discharge of dredged or fill material into waters of the United States, which includes wetlands, as discussed in the bulleted item above, and also includes “other waters” (stream channels, rivers) (33 CFR Parts 328 through 330). Substantial impacts to Corps regulated areas on a project site would be considered a significant adverse impact. Similarly, pursuant to Section 401 of the Clean Water Act, and to the Porter-Cologne Water Quality Control Act, the RWQCB regulates impacts to waters of the state. Thus, substantial impacts to RWQCB regulated areas on a project site would also be considered a significant adverse impact. 9.1.1.3 Stream Channels Pursuant to Section 1602 of the California Fish and Game Code, the CDFW regulates activities that divert, obstruct, or alter stream flow, or substantially modify the bed, channel, or bank of a stream which the CDFW typically considers to include riparian vegetation. Any proposed activity that would result in substantial modifications to a natural stream channel would be considered a significant adverse impact. May 23, 2017 Contra Costa County Board of Supervisors 489 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 32 MONK & ASSOCIATES 10. IMPACT ASSESSMENT AND PROPOSED MITIGATION 10.1 Impact BIO-1: Development of the Project Would Have a Potentially Significant Impact on Special-Status Bats (Potentially Significant) The trees on the project site provide marginal roosting habitat, hibernacula, or maternity sites for the pallid bat. This bat species is designated by the State as “species of special concern.” In accordance with the CEQA Guidelines (Section 15380) which protects “rare” and “endangered” species as defined by CEQA (species of special concern meet this CEQA definition), impacts to these bat species would be considered potentially significant. Implementation of Mitigation Measure BIO-1 described below would reduce this impact to a less than significant level. 10.2 Mitigation Measure BIO-1: Special-Status Bats In order to avoid impacts to special-status bats, a biologist shall survey all trees onsite (not just ones slated for removal) at least 15 days prior to commencing with any tree removal or earth- work that might disturb roosting bats in nearby trees. All bat surveys shall be conducted by a biologist with known experience surveying for bats. If no special-status bats are found during the surveys, then there would be no further regard for special-status bat species. If special-status bat species are found on the project site, a determination will be made if there are young bats present. If young are found roosting in any tree, impacts to the tree shall be avoided until the young have reached independence. A non-disturbance buffer fenced with orange construction fencing shall also be established around the roost or maternity site. The size of the buffer zone shall be determined by a qualified bat biologist at the time of the surveys. If adults are found roosting in a tree on the project site but no maternal sites are found, then the adult bats can be flushed or a one-way eviction door can be placed over the tree cavity prior to the time the tree in question would be removed or disturbed. No other mitigation compensation would be required. This mitigation measure would reduce the project’s impact to special-status bats to a level considered less than significant. Significance after Mitigation: Less than significant. 10.3 Impact BIO-2: Development of the Project Would Have a Potentially Significant Impact on Nesting Raptors. (Potentially Significant) Nesting raptors are protected by the federal Migratory Bird Treaty Act (MBTA) (16 U.S.C. 703- 711 and 50 CFR 10.13). All nesting raptors, their eggs and young are protected pursuant to California Fish and Game Code §3503.5. Specific surveys for nesting raptors have not been conducted. In the absence of survey results indicating otherwise, it is conservatively assumed that implementation of the proposed project may impact nesting raptors which could result in nest abandonment and death of eggs or young. Therefore, impacts to nesting raptors are regarded as potentially significant. May 23, 2017 Contra Costa County Board of Supervisors 490 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 33 MONK & ASSOCIATES Implementation of Mitigation Measure BIO-2 described below would reduce this impact to a less than significant level. 10.4 Mitigation Measure BIO-2: Nesting Raptors. To ensure that impacts to nesting raptors are avoided or offset, the following mitigation measures will be implemented: a. In order to avoid impacts to nesting raptors, nesting surveys shall be conducted by a qualified raptor biologist prior to commencing with earth-moving or construction work, if this work would commence between February 1st and August 31st. The raptor nesting surveys shall include examination of all trees within 200 feet of the project site not just trees slated for removal. b. If nesting raptors are identified during the surveys, the dripline of the nest tree must be fenced with orange construction fencing (provided the tree is on the project site), and a 200-foot radius around the nest tree must be staked with orange construction fencing. If the tree is located off the project site, then the buffer shall be demarcated per above where the buffer occurs on the project site. The size of the buffer may be altered if a qualified raptor biologist conducts behavioral observations and determines the nesting raptors are well acclimated to disturbance. If this occurs, the raptor biologist shall prescribe a modified buffer that allows sufficient room to prevent undue disturbance/harassment to the nesting raptors. No construction or earth-moving activity shall occur within the established buffer until it is determined by a qualified raptor biologist that the young have fledged (that is, left the nest) and have attained sufficient flight skills to avoid project construction zones. This typically occurs by August 1st. This date may be earlier or later, and would have to be determined by a qualified raptor biologist. If a qualified biologist is not hired to watch the nesting raptors then the buffers shall be maintained in place through the month of August and work within the buffer can commence on September 1st. c. Two surveys may be required to address both early and later nesting raptor species. Great horned owls (Bubo virginianus) and American kestrels (Falco sparverius) begin nesting in February while red-tailed hawks and red-shouldered hawks (Buteo lineatus) begin nesting in early April. Thus, an early survey should be conducted in February if earth-moving work or construction is proposed to commence between February 1st and April 1st. If construction has not commenced by the end of March, a second nesting survey shall be conducted in April/May, whichever month is within 30 days of the commencement of construction. If construction would commence after May but before September 1st, then the second survey shall be conducted within the 30-day period prior to site disturbance. d. If the early nesting survey identifies a large stick nest or other type of raptor nest that appears inactive at the time of the survey, but there are territorial raptors evident in the nest site vicinity, a protection buffer (as described above) shall be established around the potential nesting tree until the qualified raptor biologist determines that the nest is not being used. In the absence of conclusive observations indicating the nest site is not being used, the buffer shall remain in place until a second follow-up nesting survey can be conducted to determine the status of the nest and eliminate the possibility that the nest is utilized by a late-spring nesting raptor (for May 23, 2017 Contra Costa County Board of Supervisors 491 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 34 MONK & ASSOCIATES example, red-tailed hawk). This second survey shall be conducted even if construction has commenced. If during the follow-up late season nesting survey a nesting raptor is identified utilizing the nest, the protection buffer shall remain until it is determined by a qualified raptor biologist that the young have fledged and have attained sufficient flight skills to avoid project construction zones. If the nest remains inactive, the protection buffer can be removed and construction and earth-moving activities can proceed unrestrained. Significance after Mitigation: Less than significant. 10.5 Impact BIO-3: Development of the Project Would Have a Significant Impact on Common Nesting Birds. (Potentially Significant) Nesting passerine birds (i.e., perching birds) are protected by the federal Migratory Bird Treaty Act (MBTA) (16 U.S.C. 703-711 and 50 CFR 10.13) and by California Fish and Game Code §3503 and §3503.5 which protects nesting birds, their eggs and young. These birds frequently change nesting locations from year to year and thus, past nesting histories are not necessarily indicative of future nesting activities. Accordingly, impacts to nesting passerine birds, their eggs, and/or young resulting from the proposed project are considered potentially significant. Impacts o unoccupied nesting habitats for these species would not be considered significant as there are other local and regional nesting habitats available for use by these species that could be used in subsequent nesting seasons. Consequently no mitigation is warranted for impacts to unoccupied nesting habitats. Impacts to nesting passerine birds are regarded as potentially significant. Implementation of Mitigation Measure BIO-3 described below would reduce this impact to a less than significant level. 10.6 Mitigation Measure BIO-3: Nesting Birds. A nesting survey shall be conducted 15 days prior to commencing construction/ grading or tree removal activities, if this work would commence between March 1 and September 1. If common passerine birds (that is, perching birds such as Anna’s hummingbird (Calypte anna) and mourning dove) are identified nesting on the project site, grading or tree removal activities in the vicinity of the nest shall be postponed until it is determined by a qualified ornithologist that the young have fledged and have attained sufficient flight skills to leave the area. The size of the nest protective buffer required to ensure that the project does not result in take of nesting birds, their eggs or young shall be determined by a qualified ornithologist. Typically, most passerine birds can be expected to complete nesting by June 15th, with young attaining sufficient flight skills by early July. Significance after Mitigation: Less than significant May 23, 2017 Contra Costa County Board of Supervisors 492 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 35 MONK & ASSOCIATES 11. LITERATURE CITED Alvarez, et .al. 2005. A Compilation of Observations of Alameda Whipsnakes Outside of Typical Habitat. Trans. W. Sect. Wildl. Soc. 41:2005 Alvarez .J .A. 2006. Masticophis lateralis euryxanthus (Alameda Whipsnake) Habitat. Herpetological Review 37(2), 2006. Baldwin D.H, Goldman D.H., Keil D.J., Patterson R, Rosatti T.J., Wilken D.H. (ed.). 2012. The Jepson Manual Vascular Plants of California: Second Edition. University of California Press, Berkeley. 1568 pps. Beier, P. and S. Loe. 1992. "In my experience.." a checklist for evaluating impacts to wildlife movement corridors. Wildlife Society Bulletin Vol. 20(4): 6. CDFG (California Department of Fish and Game). 2009. Protocols for surveying and evaluating impacts to special status native plant populations and natural communities. November 2009. 7 pps. California Department of Fish and Game (the CDFW). 2014. Complete list of amphibian, reptile, bird and mammal species in California. September 2008. 27 pps. CNDDB (California Natural Diversity Data Base). 2015. RareFind 3.2. Computer printout for special-status species within a 5-mile radius of the project site. California Natural Heritage Division, California Department of Fish and Game, Sacramento, CA. CNPS (California Native Plant Society). 2001. Inventory of rare and endangered plants of California (sixth edition). Rare plant scientific advisory committee, David P. Tibor, convening editor. California Native Plant Society. Sacramento, CA. x+338 pps. Jennings, M.R., M.P. Hayes, and D.C. Holland. 1992. A petition to the U.S. Fish and Wildlife Service to place the California red-legged frog (Rana aurora draytonii) and the western pond turtle (Clemmys marmorata) on the list of endangered and threatened wildlife and plants. 21 pp. Jennings, M.R., M.P. Hayes, and Research Section, Animal Management Division, Metro Washington Park Zoo. 1994. Amphibian and Reptile Species of Special Concern in California. Final Report Submitted to the California Department of Fish & Game, Inland Fisheries Division. Rancho Cordova, CA. 255 pp. November 1. USFWS (U.S. Fish & Wildlife Service). 1996. Sacramento Fish & Wildlife Office Guidelines for Conducting and Reporting Botanical Inventories for Federally Listed, Proposed and Candidate Plants. Prepared September 23, 1996. Endangered Species Information. INTERNET (http://www.fws.gov/sacramento/es/Survey-Protocols- Guidelines/es_survey.htm). May 23, 2017 Contra Costa County Board of Supervisors 493 Biological Resources Analysis 3198 Gloria Terrace Lafayette, Contra Costa County, California 36 MONK & ASSOCIATES U.S. Fish and Wildlife Service. 2000. Endangered and threatened wildlife and plants; proposed determination of critical habitat for the Alameda whipsnake (Masticophis lateralis euryxanthus). Proposed rule. Federal Register: March 8, 2000 (vol. 65, number 46). pgs. 12155-12181. USFWS (U.S. Fish & Wildlife Service). 2000. Guidelines for Conducting and Reporting Botanical Inventories for Federally Listed Proposed and Candidate Plants. January 2000. USFWS (U.S. Fish and Wildlife Service). 2002. Recovery plan for the California red-legged frog (Rana aurora draytonii). U.S. Fish and Wildlife Service, Portland, Oregon. Viii + 173 pps. USFWS (U.S. Fish & Wildlife Service). 2004. Endangered and threatened wildlife and plants; determination of threatened status for the California tiger salamander; and special rule exemption for existing routine ranching activities; Final Rule. Federal Register Vol 69, No 149 pps. 47212-47248. August 4, 2004. USFWS (U.S. Fish & Wildlife Service). 2004. Endangered and threatened wildlife and plants; designation of critical habitat for the California tiger salamander, central population; proposed rule (50 CFR Part 17, August 10, 2004). USFWS (U.S. Fish & Wildlife Service). 2005. Endangered and threatened wildlife and plants; designation of critical habitat for the California tiger salamander, central population; final rule (50 CFR Part 17, August 23, 2005). USFWS (U.S. Fish & Wildlife Service). 2006. Endangered and threatened wildlife and plants; designation of critical habitat for the Alameda whipsnake; final rule. 50 CFR Part 17. Federal Register. Volume 71, No. 190. October 2. USFWS (U.S. Fish and Wildlife Service) 2010. Endangered and Threatened Wildlife and Plants: Revised Designation of Critical Habitat for California Red-Legged Frog; Final Rule. Federal Register 50 CFR Part 17 March 17, 2010 (Volume 75, Number 51) Page 12815- 12864 May 23, 2017 Contra Costa County Board of Supervisors 494 May 23, 2017 Contra Costa County Board of Supervisors 495 May 23, 2017 Contra Costa County Board of Supervisors 496 May 23, 2017 Contra Costa County Board of Supervisors 497 May 23, 2017 Contra Costa County Board of Supervisors 498 May 23, 2017 Contra Costa County Board of Supervisors 499 Table 1 Plants Observed at the Gloria Terrace Site in Aug. 2015, March and May 2016 monk & associates Ferns and Allies Pteridaceae Pentagramma triangularis Goldenback Fern Gymnosperms Cupressaceae Calocedrus decurrens Incense cedar *Cupressus sp. Cypress Pinaceae *Pinus halepensis Aleppo pine Pinus radiata Monterey pine Angiosperms - Dicots Anacardiaceae Toxicodendron diversilobum Western poison-oak Apiaceae *Anthriscus caucalis Bur-chervil Daucus pusillus Rattlesnake weed Sanicula bipinnatifida Purple sanicle *Scandix pecten-veneris Venus' needle *Torilis arvensis Tall sock destroyer Apocynaceae Asclepias fascicularis Narrow-leaf milkweed *Vinca major Periwinkle Aristolochiaceae Aristolochia californica California pipevine Asteraceae Baccharis pilularis subsp. consanguinea Coyote brush *Carduus pycnocephalus subsp. pycnocephalus Italian thistle *Centaurea melitensis Tocalote *Centaurea solstitialis Yellow starthistle *Helminthotheca echioides Bristly ox-tongue Holocarpha heermannii Heermann tarweed *Hypochaeris glabra Smooth cat's-ear *Logfia gallica Narrowleaf cottonrose *Pseudognaphalium luteoalbum Everlasting cudweed *Silybum marianum Milk thistle *Sonchus asper subsp. asper Prickly sow-thistle *Sonchus oleraceus Common sow-thistle *Taraxacum officinale Common dandelion Brassicaceae *Hirschfeldia incana Short-podded mustard Page 1 of 4* Indicates a non-native species May 23, 2017 Contra Costa County Board of Supervisors 500 Table 1 Plants Observed at the Gloria Terrace Site in Aug. 2015, March and May 2016 monk & associates *Sinapis arvensis Wild mustard Caryophyllaceae Cerastium arvense subsp. strictum Meadow chickweed *Stellaria media Common chickweed Convolvulaceae *Convolvulus arvensis Bindweed Cucurbitaceae Marah fabaceus Wild Cucumber Euphorbiaceae Croton setiger Turkey mullein Fabaceae *Acacia melanoxylon Blackwood acacia *Genista monspessulana French broom Lupinus bicolor Bicolored lupine *Medicago polymorpha California burclover *Trifolium dubium Little hop clover *Trifolium hirtum Rose clover *Vicia sativa Common vetch *Vicia villosa subsp. villosa Hairy vetch Fagaceae Quercus agrifolia var. agrifolia Coast live oak Quercus lobata Valley oak Geraniaceae *Erodium botrys Broad-leaf filaree *Erodium cicutarium Red-stem filaree *Erodium moschatum White-stem filaree *Geranium dissectum Cut-leaf geranium *Geranium molle Dove's-foot geranium Juglandaceae Juglans hindsii Northern California black walnut Lamiaceae *Rosmarinus officinalis Rosemary Montiaceae Claytonia parviflora Miner's lettuce Claytonia perfoliata Miner's lettuce Claytonia perfoliata subsp. perfoliata Miner's lettuce Myrsinaceae *Lysimachia arvensis Scarlet pimpernel Oleaceae *Ligustrum japonicum Japanese privet Onagraceae Clarkia purpurea subsp. quadrivulnera Four spot Page 2 of 4* Indicates a non-native species May 23, 2017 Contra Costa County Board of Supervisors 501 Table 1 Plants Observed at the Gloria Terrace Site in Aug. 2015, March and May 2016 monk & associates Epilobium brachycarpum Summer cottonweed Orobanchaceae *Bellardia trixago Mediterranean linseed Castilleja attenuata Valley tassels Castilleja exserta Purple Owl's Clover Oxalidaceae *Oxalis pes-caprae Bermuda buttercup Papaveraceae Eschscholzia californica California poppy Plantaginaceae *Kickxia elatine Sharppoint fluellin Polygonaceae Eriogonum nudum var. nudum Naked wild buckwheat *Rumex acetosella Sheep sorrel *Rumex crispus Curly dock Rosaceae *Cotoneaster franchetii Franchet's cotoneaster Heteromeles arbutifolia Toyon *Prunus dulcis Almond tree Rubiaceae Galium aparine Goose grass Galium porrigens var. porrigens Climbing bedstraw Angiosperms -Monocots Agavaceae Chlorogalum pomeridianum var. pomeridianum Soap plant Juncaceae Juncus bufonius var. bufonius Toad rush Juncus tenuis Slender rush Poaceae *Aira caryophyllea Silver European hairgrass *Avena barbata Slender wild oat *Avena fatua Wild oat *Briza maxima Rattlesnake grass *Briza minor Small quaking grass *Bromus diandrus Ripgut grass *Cynosurus echinatus Dogtail Grass Elymus triticoides subsp. triticoides Creeping wildrye *Festuca bromoides Brome fescue *Festuca perennis Italian ryegrass *Gastridium phleoides Nit grass *Hordeum murinum subsp. leporinum Hare barley *Poa annua Annual bluegrass Page 3 of 4* Indicates a non-native species May 23, 2017 Contra Costa County Board of Supervisors 502 Table 1 Plants Observed at the Gloria Terrace Site in Aug. 2015, March and May 2016 monk & associates Stipa pulchra Purple needlegrass *Triticum aestivum Wheat Themidaceae Dichelostemma capitatum subsp. capitatum Blue dicks Triteleia laxa Ithuriel's spear Page 4 of 4* Indicates a non-native species May 23, 2017 Contra Costa County Board of Supervisors 503 Table 2 Wildlife Species Observed on the Gloria Terrace Project Site MONK & ASSOCIATES Birds Red-tailed hawk Buteo jamaicensis California quail Callipepla californica Mourning dove Zenaida macroura Anna's hummingbird Calypte anna Acorn woodpecker Melanerpes formicivorus Western scrub jay Aphelocoma californica Chestnut-backed chickadee Poecile rufescens Bushtit Psaltriparus minimus Brown creeper Certhia americana Northern mockingbird Mimus polyglottos California towhee Pipilo crissalis House finch Carpodacus mexicanus Lesser goldfinch Spinus psaltria Mammals Botta's pocket gopher Thomomys bottae Columbian black-tailed deer Odocoileus hemionus ssp. Columbianus Page 1 of 1 May 23, 2017 Contra Costa County Board of Supervisors 504 HabitatProbability on Project SiteFamilyTaxonCommon NameStatus*Flowering PeriodTable 3Special-Status Plant Species Known to Occur in the Vicinity of the Gloria Terrace Project SiteMONK & ASSOCIATESArea LocationsAdoxaceaeViburnum ellipticum Fed:-State:-CNPS:Rank 2B.3Chaparral; cismontane woodland; lower montane coniferous forest.None. No suitable habitats onsite.Western viburnumMay-JulyClosest record for this species located 2.8 miles Northwest of the project site (CNDDB Occurrence No. 21).ApiaceaeCicuta maculata bolanderiFed:-State:-CNPS:Rank 2B.1Marshes and swamps (coastal, fresh, or brackish). 0 to 200 meters.None. No marsh or swamp habitats onsite.Bolander's waterhemlockJuly-SeptemberClosest record for this species located 4.8 miles Northwest of the project site (CNDDB Occurrence No. 4).AsteraceaeBlepharizonia plumosa Fed:-State:-CNPS:Rank 1B.1Valley and foothill grassland. None. Rare plants surveys were conducted in August 2015 and none were observed during appropriately-timed surveys.Big tarplantJuly-OctoberClosest record for this species located 1.8 miles South of the project site (CNDDB Occurrence No. 12).Centromadia parryi congdoniiFed:-State:-CNPS:Rank 1B.2Valley and foothill grassland (alkaline).None. Rare plants surveys were conducted in August 2015 and none were observed during appropriately-timed surveys.Congdon's tarplantMay-NovemberClosest record for this species located 1.6 miles East of the project site (CNDDB Occurrence No. 2).Helianthella castanaea Fed:-State:-CNPS:Rank 1B.2Broadleafed upland forest; chaparral; cismontane woodland; coastal scrub; riparian woodland; valley and foothill grassland.None. Rare plants surveys were conducted in 2016 and none were observed during appropriately-timed surveys.Diablo helianthellaMarch-JuneClosest record for this species located 1.3 miles West of the project site (CNDDB Occurrence No. 46).Isocoma arguta Fed:-State:-CNPS:Rank 1B.1Valley and foothill grassland (alkaline).None. No alkaline soils onsite. No species of Isocoma observed.Carquinez goldenbushAugust-DecemberClosest record for this species located 4.8 miles North of the project site (CNDDB Occurrence No. 43).Page 1 of 4May 23, 2017Contra Costa County Board of Supervisors505 HabitatProbability on Project SiteFamilyTaxonCommon NameStatus*Flowering PeriodTable 3Special-Status Plant Species Known to Occur in the Vicinity of the Gloria Terrace Project SiteMONK & ASSOCIATESArea LocationsLasthenia conjugens Fed:FEState:-CNPS:Rank 1B.1Valley and foothill grassland (mesic); vernal pools.None. No wetlands or mesic grassland onsite.Contra Costa goldfieldsMarch-JuneClosest record for this species located 1.5 miles South of the project site (CNDDB Occurrence No. 43).BoraginaceaeAmsinckia lunaris Fed:-State:-CNPS:Rank 1B.2Cismontane woodland, valley and foothill grassland, coastal bluff scrub.None. Rare plants surveys were conducted in 2016 and none were observed during appropriately-timed surveys.Bent-flowered fiddleneckMarch-JuneClosest record for this species located 2.6 miles Northwest of the project site (CNDDB Occurrence No. 41).ChenopodiaceaeExtriplex joaquinana Fed:-State:-CNPS:Rank 1B.2Chenopod scrub; meadows; valley and foothill grassland; [alkaline].None. No alkaline habitat onsite. None observed during appropriately-timed surveys.San Joaquin spearscaleApril-OctoberClosest record for this species located 3.8 miles north of the project site (CNDDB Occurrence No. 87).FabaceaeLathyrus jepsonii jepsoniiFed:-State:-CNPS:Rank 1B.2Marshes and swamps (freshwater and brackish).None. No marsh habitats onsite.Delta tule peaMay-SeptemberOn CNPS 1-quad list.JuglandaceaeJuglans hindsii Fed:-State:-CNPS:Rank 1B.1Riparian forest; riparian woodland.None. Walnut trees onsite are not one of the protected populations.Northern California black walnutApril-MayClosest record for this species located 4.7 miles South of the project site (CNDDB Occurrence No. 2).Page 2 of 4May 23, 2017Contra Costa County Board of Supervisors506 HabitatProbability on Project SiteFamilyTaxonCommon NameStatus*Flowering PeriodTable 3Special-Status Plant Species Known to Occur in the Vicinity of the Gloria Terrace Project SiteMONK & ASSOCIATESArea LocationsLiliaceaeCalochortus pulchellus Fed:-State:-CNPS:Rank 1B.2Chaparral; cismontane woodland; valley and foothill grassland.None. Rare plants surveys were conducted in 2016 and none were observed during appropriately-timed surveys.Mt. Diablo fairy lanternApril-JuneClosest record for this species located 1.3 miles West of the project site (CNDDB Occurrence No. 43).Fritillaria liliacea Fed:-State:-CNPS:Rank 1B.2Coastal prairie; coastal scrub; valley and foothill grassland; [often serpentinite].None. Rare plants surveys were conducted in 2016 and none were observed during appropriately-timed surveys.Fragrant fritillaryFebruary-AprilOn CNPS 1-quad list.OnagraceaeOenothera deltoides howelliiFed:FEState:CECNPS:Rank 1B.1Interior dunes. None. No interior dunes onsite.Antioch dunes evening-primroseMarch-SeptemberClosest record for this species located 4.5 miles East of the project site (CNDDB Occurrence No. 11).PolemoniaceaeNavarretia gowenii Fed:-State:-CNPS:Rank 1B.1Chaparral. None. No chaparral habitats onsiteLime Ridge navarretiaMay-JuneOn CNPS 1-quad list.ThymelaeaceaeDirca occidentalis Fed:-State:-CNPS:Rank 1B.2Chaparral; riparian, broadleaf, and coniferous woodlands and forests; [mesic locations].None. No woodland or forest habitat onsite.Western leatherwoodJanuary-AprilClosest record for this species located 5.0 miles Southwest of the project site (CNDDB Occurrence No. 55).Page 3 of 4May 23, 2017Contra Costa County Board of Supervisors507 HabitatProbability on Project SiteFamilyTaxonCommon NameStatus*Flowering PeriodTable 3Special-Status Plant Species Known to Occur in the Vicinity of the Gloria Terrace Project SiteMONK & ASSOCIATESArea Locations*StatusFederal:FE - Federal EndangeredFT - Federal ThreatenedFPE - Federal Proposed EndangeredFPT - Federal Proposed ThreatenedFC - Federal CandidateState:CE - California EndangeredCT - California ThreatenedCR - California RareCC - California CandidateCSC - California Species of Special ConcernCNPS Continued:Rank 2 - Plants rare, threatened, or endangered in California, but more common elsewhereRank 2A - Extirpated in California, common elsewhereRank 2B.1 - Seriously endangered in California, but more common elsewhereRank 2B.2 - Fairly endangered in California, but more common elsewhereRank 2B.3 - Not very endangered in California, but more common elsewhereRank 3 - Plants about which we need more information (Review List)Rank 3.1 - Plants about which we need more information (Review List) Seriously endangered in CaliforniaRank 3.2 - Plants about which we need more information (Review List) Fairly endangered in CaliforniaRank 4 - Plants of limited distribution - a watch listCNPS:Rank 1A - Presumed extinct in CaliforniaRank 1B - Plants rare, threatened, or endangered in California and elsewhereRank 1B.1 - Seriously endangered in California (over 80% occurrences threatened/ high degree and immediacy of threat)Rank 1B.2 - Fairly endangered in California (20-80% occurrences threatened)Rank 1B.3 - Not very endangered in California (<20% of occurrences threatened or no current threats known)Page 4 of 4May 23, 2017Contra Costa County Board of Supervisors508 Closest Locations Probability on Project Site*Status HabitatTable 4Special-Status Wildlife Species Known to Occur Within 5 Miles of the Gloria Terrace Project SiteSpeciesMONK & ASSOCIATESAmphibiansAmbystoma californienseClosest record for this species located 1.4 miles south of the project site (Occurrence No. 582).None. No breeding habitat on or adjacent to the project site and the surrounding development prevents migration fromm extant populations.Fed:FTState:CTCentral and Santa Barbara Co. DPS are Fed. Threatened. Sonoma Co. DPS is Endangered. Found in grassland habitats of the valleys and foothills. Requires burrows for aestivation and standing water until late spring (May) for larvae to metamorphose.California tiger salamanderOther:Rana draytoniiClosest record for this species located 2.2 miles west of the project site (Occurrence No. 158).None. No breeding habitat on or adjacent to the project site and the surrounding development prevents migration fromm extant populations.Fed:FTState:CSCOccurs in lowlands and foothills in deeper pools and streams, usually with emergent wetland vegetation. Requires 11-20 weeks of permanent water for larval development.California red-legged frogOther:ReptilesActinemys marmorata marmorataClosest record for this species located 4.8 miles West of the project site (Occurrence No. 364).None. No creek or aquatic habitat on or adjacent to the project site.Fed:FPTState:CSCInhabits ponds, marshes, rivers, streams, and irrigation ditches with aquatic vegetation. Needs suitable basking sites and upland habitat for egg laying. Occurs in the Central Valley and Contra Costa County.Western pond turtleOther:Masticophis lateralis euryxanthusClosest record for this species located 0.74 mile southwest of the project site (Occurrence No. 62).Unlikely to occur onsite due to lack of core habitat. Regardless, wildlife exclusion fencing will prevent impacts to this species.Fed:FTState:CTCoastal scrub and chaparral habitats of Contra Costa and Alameda Counties. Prefers south-facing slopes with a mosaic of shrubs, trees, and grassland.Alameda whipsnakeOther:BirdsAthene cunicularia hypugaeaClosest record for this species located 3.6 miles northeast of the project site (Occurrence No. 1164).None. No burrows or suitable habitat onsite.Fed:--State:CSCFound in open, dry annual or perennial grasslands, deserts and scrublands characterized by low-growing vegetation. Subterranean nester, dependent upon burrowing mammals, most notably, the California ground squirrel.Western burrowing owlOther:Page 1 of 3May 23, 2017Contra Costa County Board of Supervisors509 Closest Locations Probability on Project Site*Status HabitatTable 4Special-Status Wildlife Species Known to Occur Within 5 Miles of the Gloria Terrace Project SiteSpeciesMONK & ASSOCIATESMelospiza melodia maxillarisClosest record for this species located 4.9 miles north of the project site (Occurrence No. 34).None. No suitable marsh habitat onsite.Fed:--State:CSCResident of brackish marshes surrounding Suisun Bay. Prefers cattails, tules, sedges, and pickleweed. Also found in tangles bordering sloughs.Suisun song sparrowOther:MammalsCorynorhinus townsendii townsendiiClosest record for this species located 1.5 miles south of the project site (Occurrence No. 432).None. No suitable roost habitat onsite.Fed:--State:CSCOccurs in humid coastal regions of northern and central California. Roosts in limestone caves, lava tubes, mines, and buildings. Extremely sensitive to disturbance.Townsend's big-eared batOther:CCAntrozous pallidusClosest record for this species located 1.5 miles south of the project site (Occurrence No. 146).Low potential to occur in the tree cavities onsite. Preconstruction surveys will be conducted.Fed:-State:CSCOccurs in deserts, grasslands, shrublands, woodlands, and forests. Most common in dry habitats with rocky areas for roosting. Roosts in caves, crevices, mines, and occasionally hollow trees. Night roosts in open areas such as porches and open buildings.Pallid batOther:Nyctinomops macrotisClosest record for this species located 4.8 miles northwest of the project site (Occurrence No. 1).Low potential to occur in the tree cavities onsite. Preconstruction surveys will be conducted.Fed:-State:CSCRoost mainly in crevices and rocks in cliff situations, although there is some documentation of roosts in buildings, caves, and tree cavities.Big free-tailed batOther:Page 2 of 3May 23, 2017Contra Costa County Board of Supervisors510 Closest Locations Probability on Project Site*Status HabitatTable 4Special-Status Wildlife Species Known to Occur Within 5 Miles of the Gloria Terrace Project SiteSpeciesMONK & ASSOCIATES*StatusFederal:FE - Federal EndangeredFT - Federal ThreatenedFPE - Federal Proposed EndangeredFPT - Federal Proposed ThreatenedFC - Federal CandidateFPD - Federally Proposed for delistingState:CE - California EndangeredCT - California ThreatenedCR - California RareCC - California CandidateCSC - California Species of Special ConcernFP - Fully ProtectedWL - Watch List. Not protected pursuant to CEQAPage 3 of 3May 23, 2017Contra Costa County Board of Supervisors511 May 23, 2017Contra Costa County Board of Supervisors512 . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Timothy C. Ghirardelli C O N S U L T I N G A R B O R I S T S E R V I C E S Tree Survey Gloria Terrace 9-Lot Subdivision Lafayette, CA APN 166-200-032 and 166-210-008 February 4, 2016 Sustainable Solutions in the Urban Interface Since 1980 Certified Arborist #WE 0704 A Timothy C. Ghirardelli Consulting Arborist Services 1200 Mt. Diablo Blvd., Suite 204 Walnut Creek, CA 94596 Phone 925.899.8090 May 23, 2017 Contra Costa County Board of Supervisors 513 May 23, 2017 Contra Costa County Board of Supervisors 514 Tree Survey—Gloria Terrace 9-Lot Subd., Lafayette, CA. 2/4/2016 3 Introduction I have been retained by David Langon Construction, Inc., to provide this preliminary tree survey for the proposed 9-lot subdivision pursuant to the Contra Costa County Tree Protection and Preservation Ordinance, Municipal Code, Title 8, Chapter 816-6, Ords. 94-59, 94-22 that mandates protection for any construction project that affects existing trees. Existing trees are reviewed to evaluate their health, contribution to the site and the individual affects of proposed construction. My review of the site occurred on January 15, 2016. I have reviewed the Tentative Vesting Map by Humann Company, Inc. dated 11.16.15. Trees are individually tagged, numbered and correspond to those found in this Tree Survey and the Tentative Vesting Map provided. A reduced-size Tree Location Map is also provided at the end of this report. Tree diameters are measured at 54-inches above grade. General Tree and Root Zone Protection Guidelines are provided. Summary The site proposal is a moderately steep west facing parcel at the end of the road located within an existing residential environment on north, east and south sides. Surveyed trees consist predominantly of native oaks and a minority of planted non-natives in varying degrees of health, maturity and suitability to the new environment. Eighty three (83) trees are surveyed on the site and consist of the following: Common Botanical Native Trees Inventoried Valley oak Quercus lobata Yes 37 Coast Live oak Quercus agrifolia Yes 12 Monterey Pine Pinus radiata No 16 Arizona cypress Cupressus arizonica No 13 Miscellaneous non- natives Defined in the Tree Survey No 5 Initial efforts are made to locate the road and configure lots to minimize existing tree loss while considering the natural and aesthetic benefits the existing natives provide. I was also able to work with the team to identify native oaks suitable for retention that are well suited to enhancing and developing the screen between properties. A total of sixteen (16) trees require removal to facilitate construction. Of those, thirteen (13) are native oak trees protected under the Ordinance, while those selected to remain will undergo sustainable impacts using the Tree & Root Zone Protection Guidelines enclosed. The following pages contain my evaluation. Timothy C. Ghirardelli CONSULTING ARBORIST WC ISA CERTIFIED ARBORIST WE #0704 A Timothy C. Ghirardelli Consulting Arborist 925.899.8090 May 23, 2017 Contra Costa County Board of Supervisors 515 Tree Survey—Gloria Terrace 9-Lot Subd., Lafayette, CA. 2/4/2016 4 Construction Impact Evaluation Most nutrient and water absorbing roots that sustain the trees can be found in the top 6 to 12 inches of soil. Raising or lowering grades just 4 to 6 inches, or trenching and compacting soils with equipment within natural tree canopies will all affect tree health and longevity. Construction impact ratings are intended to serve as a guideline for evaluating the long term sustainability of trees as a result of impacts. Trees are evaluated to determine the potential impact of construction relative to their location on the site plan. Tree impact ratings are estimated and limited to the plan set provided. The rating system measures to canopy edges to establish the critical root zone. Viewing canopy edges as one hundred percent of the critical root zone, proposed impacts are rated in percentages of root loss to the critical area. The more root loss that occurs to a tree, the less it will be able to survive. Tree species, age, health and vigor influence impact ratings. High Impact Trees in the High Impact category are considered to be at, or beyond the maximum range of root loss for that specimen. Trees in this category are unlikely to sustain the proposed impacts for the long term. A significant change in the proposed plan is required in order to retain the tree. Specific recommendations are required from the Arborist to reduce proposed impacts. • Grade cuts, fills and/or alterations that result in root loss to 30% and greater of the critical root zone. Moderate Impact Trees in the Moderate Impact category are considered to be within the range of sustainable root loss for that specimen. Trees in this category undergo alterations that require specific recommendations from the Arborist to reduce proposed impacts. • Grade cuts, fills and/or alterations that result in root loss to less than 30% of the root zone. Low Impact Trees in the Low Impact category are considered to be well within the acceptable range of root loss for that specimen. Trees in this category may require specific recommendations from the Arborist to reduce proposed impacts. • Grade cuts, fills at canopy edges or beyond and/or supervised alterations within the canopy. Timothy C. Ghirardelli Consulting Arborist 925. 899.8090 #512 #513 May 23, 2017 Contra Costa County Board of Supervisors 516 Tree Survey—Gloria Terrace 9-Lot Subd., Lafayette, CA. 2/4/2016 5 Tree Survey Tree No. Species Size @ 54” 1Health Vigor LOT 3Const. Impacts Remove 2Retention Rating Comments 401 Valley oak (Quercus lobata) 18 Good A Low Moderate Good Adjacent to existing drain & overhead utilities and proposed road. 402 Valley oak (Quercus lobata) 12 Good A Moderate Good Topped selectively/utility clearance. Adjacent to proposed road. 403 Almond (Prunus dulcis) 9/11 Poor A Low Poor In decline, over mature. Adjacent to proposed road. 404 Almond (Prunus dulcis) 6 Poor A None Poor In decline, over mature. Located beyond immediate are of proposed construction. 405 Almond (Prunus dulcis) 10 Poor A Low Poor In decline, over mature. Adjacent to proposed road. 405a Siberian Elm (Ulmus pumila) 20 Fair A Low Fair Poor Adjacent to existing/proposed entry road. Over mature, canopy dieback observed. 405b Siberian Elm (Ulmus pumila) 24 Fair A Low Fair Poor Adjacent to existing/proposed entry road. Over mature, canopy dieback observed. 405c Live oak (Quercus agrifolia) 10 Good 1 Low None Good Located up steep slope above proposed bioswale construction. 406 Monterey pine (Pinus radiata) 28 Fair A Low Moderate Poor Over mature, leans west, codominant with #407. Adjacent to potential construction staging area. 407 Monterey pine (Pinus radiata) 27 Good A Low Moderate Poor Over mature, leans west, codominant with #406. Adjacent to potential construction staging area. 408 Valley oak (Quercus lobata) 10/18/12 Good 1 High b Good Requires removal to facilitate construction. 409 Valley oak (Quercus lobata) 18 Good 1 None Good Located up slope at south property boundary beyond the immediate area of proposed construction. 410 Valley oak (Quercus lobata) 8/10/7/ 13 Good 1 None Good Located up slope at south property boundary beyond the immediate area of proposed construction. 411 Live oak (Quercus agrifolia) 12/10/8/8 Good 2 High b Good Requires removal to facilitate grading. 412 Valley oak (Quercus lobata) 6 Good 2 High b Good Requires removal to facilitate grading. Suppressed structure below #411. 413 Valley oak (Quercus lobata) 7 Good 2 High b Good Requires removal to facilitate construction of pad. Suppressed structure from #414 414 Monterey pine (Pinus radiata) 13 Good 2 High b Poor Requires removal to facilitate construction of pad. Over mature. 415 Valley oak (Quercus lobata) 10 Good 2 High b Good Requires removal to facilitate construction of pad. Suppressed structure from #414, prostrate structure. 416 Monterey pine (Pinus radiata) 17 Fair 2 High b Poor Requires removal to facilitate construction of pad. Over mature. 1,2,3 See Tree Health Evaluation AAdjoining Property-metal tags/tree numbers located on fence adjacent to trees Timothy C. Ghirardelli Consulting Arborist 925. 899.8090 May 23, 2017Contra Costa County Board of Supervisors517 Tree Survey—Gloria Terrace 9-Lot Subd., Lafayette, CA. 2/4/2016 6Tree Survey Tree No. Species Size @ 54” 1Health Vigor LOT 3Const. Impacts Remove 2Retention Rating Comments 417 Valley oak (Quercus lobata) 7 Good 2 High b Good Requires removal to facilitate construction of pad. Transplant candidate. 418 Monterey pine (Pinus radiata) 18 Fair 2 Low Poor Over mature. Beyond the immediate area of proposed construction. 419 Valley oak (Quercus lobata) 10/8 Good 2 Low Good Located on higher elevations beyond the immediate area of proposed construction. 420 Valley oak (Quercus lobata) 12/8 Fair 3 Low Good Located on higher elevations beyond the immediate area of proposed construction. 420a Live oak (Quercus agrifolia) 8/10/7/6 Good 3 High b Good Requires removal to facilitate construction of pad. 420b Live oak (Quercus agrifolia) 14 Good A Low None Good Located on adjoining property. Canopy extends approximately 16 ft. into subject property adjacent to construction of Lot 3 pad. 421 Valley oak (Quercus lobata) 36 Fair 2 None Good Located on higher elevations beyond the immediate area of proposed construction. Leans moderately to north. 422 Valley oak (Quercus lobata) 23 Fair 3 High b Good Fair Requires removal to facilitate proposed grading. Wall configuration allows the retention of native grove trees #423-#436. 423 Valley oak (Quercus lobata) 13 Good 3 Moderate Low Good Adjacent to wall construction. In grove, suppressed structure below #425 & #426. 424 Valley oak (Quercus lobata) 8 Fair 3 Low Good In grove, suppressed structure below #423. Any alterations within the grove require review. 425 Valley oak (Quercus lobata) 9/16 Fair 3 None Good In grove, co dominant with #425. Any alterations within the grove require review. 426 Valley oak (Quercus lobata) 14/14/16 Fair 3 None Good In grove, dominant canopy of grove. Any alterations within the grove require review. 427 Valley oak (Quercus lobata) 8 Poor 3 None Poor Suppressed, in decline. Any alterations within the grove require review. 428 Valley oak (Quercus lobata) 16 Fair 3 None Fair Suppressed, in decline. Any alterations within the grove require review. 429 Valley oak (Quercus lobata) 20 Excellent 3 None Good Dominant canopy leans South. Any alterations within the grove require review. 430 Valley oak (Quercus lobata) 18 Fair 3 None Fair/Poor Suppressed structure from #429 & #428. Any alterations within the grove require review. 431 Valley oak (Quercus lobata) 30 Good 3 None Good Dominant canopy. Any alterations within the grove require review. 432 Valley oak (Quercus lobata) 10 Fair 3 None Poor Suppressed below #431. Any alterations within the grove require review. 1,2,3 See Tree Health Evaluation AAdjoining Property-metal tags/tree numbers located on fence adjacent to trees Timothy C. Ghirardelli Consulting Arborist 925. 899.8090 May 23, 2017Contra Costa County Board of Supervisors518 Tree Survey—Gloria Terrace 9-Lot Subd., Lafayette, CA. 2/4/2016 7Tree Survey Tree No. Species Size @ 54” 1Health Vigor LOT 3Const. Impacts Remove 2Retention Rating Comments 433 Valley oak (Quercus lobata) 8 Fair/Poor 4 Low Poor Adjacent to proposed drainage discharge field from bioswale. In grove, suppressed structure below #431. 434 Valley oak (Quercus lobata) 19 Good 4 Moderate Good Adjacent to proposed bioswale and drainage discharge field from bioswale. In grove, dominant canopy, leans East. 435 Valley oak (Quercus lobata) 20 Good 4 Moderate Good Adjacent to proposed bioswale and wall construction. In grove suppressed, interesting, leans North. 436 Valley oak (Quercus lobata) 11/15/9 Good 4 Moderate Good Adjacent to proposed wall construction. In grove, co dominant within grove, nice. 437 Live oak (Quercus agrifolia) 24 Good 4 High b Good Requires removal to facilitate proposed pad. Dominant canopy. 438 Valley oak (Quercus lobata) 21 Good 4 Moderate Good Grading shown within the canopy to facilitate construction of the pad. Dominant canopy. 439 Arizona cypress (Cupressus arizonica) 23 Fair/Poor 4 None Poor Over mature. Poor suitability to future environment. Provides short-term screen between properties. 440 Arizona cypress (Cupressus arizonica) 24 Fair/Poor 4 None Poor Over mature. Poor suitability to future environment. Provides short-term screen between properties. 441 Arizona cypress (Cupressus arizonica) 23/15/17 Fair/Poor 4 None Poor Over mature. Poor suitability to future environment. Provides short-term screen between properties. 442 Monterey pine (Pinus radiata) 48 Poor 5 High Poor Adjacent to proposed road and drainage element. In decline, evidence of pitch canker, a disease that will affect other pines nearby. Poor suitability to future environment. 443 Live oak (Quercus agrifolia) 18 Excellent 4 High b Excellent Requires removal to facilitate road construction. 444 Live oak (Quercus agrifolia) 10/12 Good 4 Moderate Good Adjacent to proposed grading and wall construction. In grove, dominant canopy. Provides screen between properties. 445 Live oak (Quercus agrifolia) 8 Good 4 Moderate Fair/Poor Adjacent to proposed grading and wall construction. Provides screen between properties. In grove, suppressed structure below #444. 446 Live oak (Quercus agrifolia) 18 Good 4 Low None Good Adjacent to proposed grading and wall construction. Provides screen between properties. In grove, dominant canopy. 447 Live oak (Quercus agrifolia) 8/9/10 Good 4 High b Fair Requires removal to facilitate road construction. Dominant canopy. Included bark structure. 1,2,3 See Tree Health Evaluation AAdjoining Property-metal tags/tree numbers located on fence adjacent to trees Timothy C. Ghirardelli Consulting Arborist 925. 899.8090 May 23, 2017Contra Costa County Board of Supervisors519 Tree Survey—Gloria Terrace 9-Lot Subd., Lafayette, CA. 2/4/2016 8Tree Survey Tree No. Species Size @ 54” 1Health Vigor LOT 3Const. Impacts Remove 2Retention Rating Comments 448 Arizona cypress (Cupressus arizonica) 10/10/9 Fair 6 None Poor Structure at risk of failure. Provides short-term screen between properties. 449 Arizona cypress (Cupressus arizonica) 7/12/9/8 Fair 6 None Poor Structure at risk of failure. Provides short-term screen between properties. 450 Valley oak (Quercus lobata) 9 Good 6 Low Good Grading is proposed to lower pad elevations to maintain neighbor views while also retaining the tree. Suppressed structure below #451. 451 Valley oak (Quercus lobata) 20 Good 6 Moderate Low Good Grading is proposed to lower pad elevations to maintain neighbor views while also retaining the tree. Dominant canopy. 452 Valley oak (Quercus lobata) 16/20 Good/ Excellent 6 Moderate Low Excellent Grading is proposed to lower pad elevations to maintain neighbor views while also retaining the tree. Dominant canopy. 453 Valley oak (Quercus lobata) 24 Good/ Excellent 6 High b Excellent Requires removal to facilitate bioswale construction. Relocating or reconfiguring the bioswale may allow retention of this specimen quality tree. Dominant canopy. 454 Valley oak (Quercus lobata) 16 Good 7 None Excellent Located on lower elevations beyond proposed construction. Dominant canopy. 455 Valley oak (Quercus lobata) 49 Good 7 Low Good Proposed DS connection at canopy edges to south. Dominant canopy, cavity in primary structure. 456 Live oak (Quercus agrifolia) 7/10/12 Good 7 None Good Located on lower elevations beyond proposed construction. Dominant canopy. 457 Valley oak (Quercus lobata) 10/25 Good 7 None Good Located on lower elevations beyond proposed construction. Dominant canopy. 458 Monterey pine (Pinus radiata) 28 Fair/Poor 7 None Poor Located on lower elevations beyond proposed construction. Over mature, interdependent structure with #459 & $460. 459 Monterey pine (Pinus radiata) 34 Fair/Poor 7 None Poor Located on lower elevations beyond proposed construction. Over mature, interdependent structure with #459 & $460. 460 Monterey pine (Pinus radiata) 32 Fair/Poor 7 None Poor Located on lower elevations beyond proposed construction. Over mature, interdependent structure with #459 & $460. 461 Valley oak (Quercus lobata) 17 Good A None Good Located on adjoining property. Canopy affected by competition from #460. 462 Live oak (Quercus agrifolia 18 Good/ Excellent 8 Low Excellent Drainage proposed on higher elevations beyond the canopy alters natural drainage away from tree. Dominant canopy. 463 Monterey pine (Pinus radiata) 36 Dead 8 None Dead Evidence of pine pitch canker, borers. Removal eliminates risks of pest and disease proliferation. 1,2,3 See Tree Health Evaluation AAdjoining Property Timothy C. Ghirardelli Consulting Arborist 925. 899.8090 May 23, 2017Contra Costa County Board of Supervisors520 Tree Survey—Gloria Terrace 9-Lot Subd., Lafayette, CA. 2/4/2016 9Tree Survey Tree No. Species Size @ 54” 1Health Vigor LOT 3Const. Impacts Remove 2Retention Rating Comments 464 Arizona cypress (Cupressus arizonica) 24/10/9/11 Fair 8 Low Poor Adjacent to proposed drainage and 10’ft easement. Mature, stressed and not suited to future environment. 465 Arizona cypress (Cupressus arizonica) 13 Fair 8 Low Poor Adjacent to proposed drainage and 10’ft easement. In grove, structural failures in main stem. Mature, stressed and not suited to future environment. 466 Arizona cypress (Cupressus arizonica) 13 Fair 9 Low none Poor Adjacent to proposed drainage and 10’ft easement. In grove, leans North severely, prone to failure. Mature, stressed and not suited to future environment. 467 Arizona cypress (Cupressus arizonica) 24 Fair 9 Low Poor Adjacent to proposed drainage and 10’ft easement. Dominant tree within grove. Not suited to future environment. 468 Arizona cypress (Cupressus arizonica) 12 Poor 9 Low None Poor Adjacent to proposed drainage and 10’ft easement. In grove, in decline. Not suited to future environment. 469 Monterey pine (Pinus radiata) 42 Good 9 Moderate Low Fair/Poor Adjacent to proposed grading for the pad. Mature, stressed and not suited to future environment. 470 Monterey pine (Pinus radiata) 18 Fair 9 None Poor Mature, stressed and not suited to future environment. 471 Monterey pine (Pinus radiata) 20 Fair 9 None Poor Located on higher elevations above proposed road. Leans East. Mature, stressed and not suited to future environment. 472 Monterey pine (Pinus radiata) 20 Dead 9 None Dead Dead. Located on higher elevations above proposed road. 473 Monterey pine (Pinus radiata) 20 Poor 9 None Poor In decline, evidence of pine pitch canker. Removal eliminates risks of pest and disease proliferation. 474 Monterey pine (Pinus radiata) 32 Poor 9 Moderate Poor Adjacent to proposed grading for the pad. Leans severely to South, past branch failures observed. Risks of structural failure are moderately high. 475 Valley oak (Quercus lobata) 15 Excellent 9 High b Excellent Requires removal to facilitate construction of the proposed road. 476 Arizona cypress (Cupressus arizonica) 18/18/10 Poor 9 None Poor Mature, not suited to future environment. 477 Arizona cypress (Cupressus arizonica) 10 Good 9 High b Poor Requires removal to facilitate construction of drainage. Mature, not suited to future environment. 478 Arizona cypress (Cupressus arizonica) 12 Good 9 Moderate Low Poor Adjacent to proposed drainage and 10’ft easement. Mature, not suited to future environment. 1,2,3 See Tree Health Evaluation AAdjoining Property-metal tags/tree numbers located on fence adjacent to trees Timothy C. Ghirardelli Consulting Arborist 925. 899.8090 May 23, 2017Contra Costa County Board of Supervisors521 Tree Survey—Gloria Terrace 9-Lot Subd., Lafayette, CA. 2/4/2016 10 Tree & Root Zone Protection Guidelines A. Tree Evaluation & the Affects of Construction General Tree & Root Zone Protection Guidelines are provided as a guideline to mitigate the impacts to trees that will occur as a result of development. Most nutrient and water absorbing roots that sustain the trees can be found in the top 6 to 12 inches of soil. Raising or lowering grades just 4 to 6 inches, or trenching and compacting soils with equipment within natural tree canopies will all affect tree health and longevity. B. Any tree to be retained within the construction envelope will require special considerations during planning and throughout the construction process. A good working relationship between the Arborist and contractor and a clear understanding of contractor issues relative to arboricultural issues is essential to avoid any debilitating tree damage. The Arborist shall be on site for each phase where alterations occur within the canopy of trees selected to remain. Summary of six key construction phases to navigate with the Project Arborist: 1) Pre-construction: Review the site with the Arborist prior to alterations to identify specific site limitations such as vehicle access and material handling and equipment storage. Review methods needed to retain valuable trees. Discuss protective tree fencing. 2) Protective tree Prior to any alterations, proper fence placement is key to limiting damages to fencing: trees selected to remain. Identify protective tree fencing locations with marking paint on ground. Review site limitations and discuss non-invasive alternatives. 3) Grading: Raising or lowering grades is the single most destructive process to trees. There is no substitute for understanding sustainable limits and employing effective solutions. 4) Trenching: Severing roots can destabilize tree structure and result in rapid decline. Review proper techniques and guidelines prior to any trenching. 5) Construction: Requirements for space, access and storage places high demands near trees. Soil becomes compacted under material or equipment weight below unprotected tree canopies resulting in root suffocation and long-term tree decline. Periodic review of the site is needed to assess tree health and review protective measures. 6) Landscaping: Any requirement for landscape plantings proposed within the canopy of existing trees shall require review. Trenching for irrigation, hardscape construction and the installation of incompatible plants can be just as traumatic to tree health as any of the above can be. Timothy C. Ghirardelli, Consulting Arborist 925. 899.8090 May 23, 2017 Contra Costa County Board of Supervisors 522 Tree Survey—Gloria Terrace 9-Lot Subd., Lafayette, CA. 2/4/2016 11 1. Root Zone Protection Prior to, and During Construction 1.1 Prior to any approved activity, assign a confined, dedicated area for material and equipment storage away from the established tree canopies and the immediate project area. 1.2 Prior to any grading or construction install chain-link fencing or approved equal at canopy edges to establish the critical root zone for all trees to be retained on the subject and adjoining properties. 1.3 Fencing shall be a minimum of 6-feet high with steel posts on 8-10-foot centers driven directly into the ground. 1.4 Any approved construction inside protected tree canopies shall route fencing accordingly and return to canopy edges (see Section 5-Access Guidelines). 1.5 Apply a 4 to 6 inch layer of mulch to the root zone of trees directly affected by construction. 1.6 All protective fencing shall remain in place throughout the construction process. 1.7 Trees may require supplemental irrigation as determined by the Project Arborist prior to, during and after construction. Water connections must be made available exclusively for impacted trees. 1.8 Any necessary grading or trenching shall avoid routes inside, through or between protected tree canopies. Unavoidable paths inside tree canopies shall adhere to Hand Trenching Guidelines, section 4. 1.9 Grading, trenching or any approved alterations within protected tree canopies shall be monitored by the Project Arborist. 2. Pruning Prior to Construction 2.1 Any pruning and clearance work directly related to construction will occur under Project Arborist direction prior to construction. 2.3 All pruning shall be completed by approved Certified Arborists familiar with the most recent editions of the American National Standard for Tree Care Operations (Z133.1) and Pruning (A- 300) and Best Management Practices for Pruning published the International Society of Arboriculture. 2.4 Additional pruning to manage tree structure, shape, and balance and remove deadwood throughout the trees will reduce insect and disease problems and serve as an indicator to monitor ongoing tree health. 3. Landscape Construction 3.1 Planting shall remain no closer than 4-feet from the tree trunk of non-native trees. Planting adjacent to native trees shall maintain a distance of 10-feet from the trunk and no more than one-third of the tree canopy. Plants shall be 1 to 5 gallon in size, drought tolerant, and suited to the conditions in which native plants thrive. 3.2 Rototilling, soil disturbance or import soil shall not be introduced within the canopy of existing trees. 3.3 All irrigation supply lines, drainage and electrical conduits for lighting shall observe Hand Trenching Guidelines. 4. Hand Trenching Guidelines—Utilities, Drainage, Conduits. 4.1 The process of hand trenching shall be used to minimize trauma to protected trees inside the tree canopy. Excavation is performed by hand and careful equipment operation under the direction of the Project Arborist. 4.2 Hand trenching leaves roots 2-inches and larger undisturbed. Soil is removed from under and around tree roots to form the necessary trench. 4.3 Roots larger than 2-inches may only be removed with the approval of the Project Arborist. 4.4 Roots less than 2 inches must be pruned with loppers or hand saw. Timothy C. Ghirardelli, Consulting Arborist 925. 899.8090 May 23, 2017 Contra Costa County Board of Supervisors 523 Tree Survey—Gloria Terrace 9-Lot Subd., Lafayette, CA. 2/4/2016 12 5. Access Guidelines—Equipment, Pedestrian & Material Handling 5.1 All alternative routes shall be explored to avoid access inside the natural tree canopy or Critical Root Zone. Access inside the Critical Root Zone shall adhere to the following procedures under the direction of the Project Arborist: 5.2 To create an access corridor, apply a 6-inch layer of wood chips or mulch by hand without equipment access on the soil surface over the selected access route. 5.3 Distribute ¾ thick or greater Plywood over wood chips to laterally disperse heavy equipment weights and reduce soil compaction. 5.4 Maintain the access corridor with protective fencing on each side of the path as long as it is required to access this area of the project. 5.5 Preferred/approved alternative root zone protection applications include Geoweb products. A cellular confinement system that laterally disperses vertical weights throughout the applied area. 5.6 Trees in close proximity to construction activity inside the tree canopy shall apply straw wattles directly to the trunk. Wattles shall be attached around the tree from ground level to 5-feet above grade for protection of direct contact from equipment or materials. All applications shall be non-invasive and deconstructed by hand following project completion. 6. Arborist’s Supplemental Reports 6.1 Post grading and construction to include a summary of existing tree health and supplemental recommendations as necessary. 6.2 12-24 months following construction provide a summary of existing tree health and supplemental recommendations as necessary. Timothy C. Ghirardelli, Consulting Arborist 925. 899.8090 May 23, 2017 Contra Costa County Board of Supervisors 524 Tree Survey—Gloria Terrace 9-Lot Subd., Lafayette, CA. 2/4/2016 13 Tree Health Evaluation Several factors are involved in the evaluation process. Healthy, vigorous trees are better able to tolerate impacts such as root injury, soil compaction and changes in soil moisture than are trees that are in poor condition prior to impact. The tree Health & Vigor ratings below provide an initial guideline for evaluating tree health. Trees with a Health & Vigor Rating of excellent or good will be more likely to survive development trauma than those with fair or poor. 1Health & Vigor Rating: Excellent A healthy, vigorous tree relatively free of signs and symptoms of disease. Good Tree with normal shoot elongation, interior dead wood, manageable twig dieback, and/or pest problems. Tree structure may influence considerations. Fair Tree with moderate amounts of twig and branch dieback, thinning canopy, reduced vigor, wounds that are slow to recover, with 65 to 80% of the canopy alive. May have poor branch structure and/or suppressed canopy. May have conditions that are manageable to improve tree health. Poor Tree with dieback of large limbs, large wounds with little callus growth, visible decay, and 30 to 60% of the canopy alive. Tree may also have dieback and decay in primary in scaffold limbs and/or trunk structure. May have large cavities and be structurally unsound beyond any reasonable management. Retention Rating---Factors Considered in the Evaluation of Trees Suitable for Retention 1. Tree Location, Structure and Competition The location of the tree is considered with respect to the future environment. Site development increases the frequency of use thereby increasing the concern for structural deficiencies or trees in decline that might become a liability. Trunks and limbs are visually examined to evaluate structural defects and decay that could lead to breakage, or failure. 2. Species Tolerance Trees respond to environmental changes according to individual genetic ability. For example, Coast live oaks are more capable of withstanding development trauma than Valley oaks similar in size condition and relative construction impacts. Considerations also include age and longevity 3. Contribution Contribution refers to the evaluation of individual, and/or grove characteristics to the site, neighborhood and benefits to the public. Factors also weigh the above Health/Vigor assessments and both function and aesthetic: Functional considerations may include species, age and longevity, structure, stability and risks, benefits that include shade, screening and/or sun protection, wildlife habitat or ecological considerations, and the effects of competition. Aesthetic considerations may include species importance, rarity or uniqueness, natural or exotic, visual interest including seasonal and structural features, appearance and placement in the environment. 2Retention Rating Excellent Ideal specimen both functionally and aesthetically with good health and longevity. Good Tree suited to retention for the long term. Individual characteristics are weighed. Any health or structural concerns are manageable with reasonable care. Fair Tree may have age, health, and/or structural concerns that may, or may not be manageable. Aesthetics are likely to be affected or affect other more valuable trees. Removal may benefit others. Poor Tree is likely to be in decline and/or have non-manageable structural concerns. Removal is likely to benefit others. 3Proposed Construction Impacts High Impact: Impacts that are at, or beyond the maximum range of root loss. Significant changes in the proposed plan are required in order to retain the tree. Specific recommendations are required from the Arborist to reduce proposed impacts. Moderate Impact: Impacts considered to be within the range of sustainable root loss. Specific recommendations are required from the Arborist to reduce proposed impacts. Low Impact: Minor impacts well within the sustainable range of root loss. Arborist supervised alterations within the tree canopy are required. Timothy C. Ghirardelli Consulting Arborist 925. 899.8090 May 23, 2017 Contra Costa County Board of Supervisors 525 Tree Survey—Gloria Terrace 9-Lot Subd., Lafayette, CA. 2/4/2016 14 Timothy C. Ghirardelli Consulting Arborist 925. 899.8090 May 23, 2017Contra Costa County Board of Supervisors526 May 23, 2017 Contra Costa County Board of Supervisors 527 May 23, 2017Contra Costa County Board of Supervisors528 May 23, 2017 Contra Costa County Board of Supervisors 529 May 23, 2017 Contra Costa County Board of Supervisors 530 May 23, 2017 Contra Costa County Board of Supervisors 531 May 23, 2017 Contra Costa County Board of Supervisors 532 May 23, 2017 Contra Costa County Board of Supervisors 533 May 23, 2017Contra Costa County Board of Supervisors534 May 23, 2017 Contra Costa County Board of Supervisors 535 May 23, 2017 Contra Costa County Board of Supervisors 536 May 23, 2017 Contra Costa County Board of Supervisors 537 May 23, 2017 Contra Costa County Board of Supervisors 538 May 23, 2017 Contra Costa County Board of Supervisors 539 May 23, 2017 Contra Costa County Board of Supervisors 540 May 23, 2017 Contra Costa County Board of Supervisors 541 May 23, 2017 Contra Costa County Board of Supervisors 542 May 23, 2017 Contra Costa County Board of Supervisors 543 May 23, 2017 Contra Costa County Board of Supervisors 544 May 23, 2017 Contra Costa County Board of Supervisors 545 May 23, 2017 Contra Costa County Board of Supervisors 546 May 23, 2017 Contra Costa County Board of Supervisors 547 May 23, 2017 Contra Costa County Board of Supervisors 548 May 23, 2017 Contra Costa County Board of Supervisors 549 May 23, 2017 Contra Costa County Board of Supervisors 550 May 23, 2017 Contra Costa County Board of Supervisors 551 May 23, 2017 Contra Costa County Board of Supervisors 552 May 23, 2017 Contra Costa County Board of Supervisors 553 May 23, 2017 Contra Costa County Board of Supervisors 554 RECOMMENDATION(S): 1. OPEN PUBLIC HEARING, pursuant to Section 6586.5 of the Government Code, to consider adopting Resolution No. 2017/169, approving the issuance by the Contra Costa Public Financing Authority of Lease Revenue Bonds, 2017 Series B, in a principal amount not to exceed $110,000,000 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 5. ADOPT Resolution No. 2017/169, approving the issuance by the Contra Costa Public Financing Authority of Lease Revenue Bonds, 2017 Series B, in a principal amount not to exceed $110,000,000 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 and a Continuing Covenant Agreement and related financing documents; and 7. APPROVE and AUTHORIZE the taking of necessary actions and the execution of necessary documents in connection APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: D.13 To:Board of Supervisors From:David Twa, County Administrator Date:May 23, 2017 Contra Costa County Subject:AUTHORIZE ISSUANCE OF LEASE REVENUE BONDS, 2017 SERIES B May 23, 2017 Contra Costa County Board of Supervisors 555 RECOMMENDATION(S): (CONT'D) therewith. 8. CONSENT to potential conflicts of interest that arise from the County being represented by Nixon Peabody LLP in connection with the issuance of the bonds. FISCAL IMPACT: Issuance of up to $110 million in bond financing to fund the replacement of the County Administration Building located at 651 Pine Street, Martinez, including the addition of an adjacent parking structure, and the County Emergency Operations Center located at Glacier Drive, Martinez. Based on current market conditions, the anticipated interest rate on the bonds is 2.365% for a 15 term. The County would pay approximately $20 million over the life of the bonds in interest costs on a borrowing of $100,255,000. BACKGROUND: On January 31, 2017, the Board of Supervisors accepted a capital projects report, which included a recommendation to replace the existing County Administration and Emergency Operations Center buildings located in Martinez, CA (Agenda Item D.4). Subsequently, on February 7, 2017, the Board adopted Resolution No. 2017/48 declaring its official intent to reimburse certain costs incurred for the projects described above through a future bond financing. Finally, on May 9, 2017, the Board approved a consulting services agreement with Vanir Construction Management, Inc. for construction management services related to the replacement of both buildings. Financing Details In the current market, the Authority could issue approximately $100,255,000 of fixed rate direct purchase 2017 Series B Bonds (the “2017B Bonds”) to finance the replacement County Administration and Emergency Operations Center buildings. The approximate annual debt service payments on the bonds would be $8.02 million annually based on a 15 year issuance with a coupon rate of 2.365%. The rate would be fixed and the debt service payments would remain level for the 15 year term. The 2017B Bonds would be issued under a new 2017B Trust Agreement. As with the Authority’s existing Lease Revenue Bonds, the Fair Rental Value (FRV) of the leased facilities must equal or exceed the annual debt service payments on the bonds. Since the debt service payments and the corresponding lease payments are level through the 15 year term, all leased assets will have a 15 year lease term, expiring in 2032. All of the above results are subject to market conditions at the time of financing and will likely change between the time of this writing and the pricing of the bonds. Various documents are necessary to complete the financing, including a Trust Agreement, Site Lease, Facilities Lease, and a Continuing Covenant Agreement (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, DNT Asset Trust (the "Purchaser") will purchase the bonds, with JPMorgan Chase Bank, NA acting as bondholder representative of DNT Asset Trust, and the County and Authority will take certain actions and deliver certain documents. The terms of the Continuing Covenant Agreement contains the Purchaser's remedies in the event that the County or Authority default on their respective obligations and requires the County and Authority to indemnify the Purchaser for actions related to various Financing Documents and the bonds. Conflict Waiver Nixon Peabody LLP (the "Firm") is bond and tax counsel to the County in connection with the issuance of the May 23, 2017 Contra Costa County Board of Supervisors 556 Nixon Peabody LLP (the "Firm") is bond and tax counsel to the County in connection with the issuance of the bonds. JPMorgan Chase Bank, N.A., or an affiliated entity (JPMorgan) is the Purchaser of the Bonds. The Firm has disclosed to the County that it represents JPMorgan in various unrelated matters. Because there is a potential for a conflict of interest, under the rules of professional conduct established by the State Bar of California, the Firm must obtain the informed written consent of the County and JPMorgan in order to be able to continue to represent both clients. A copy of the letter from the Firm asking for the County’s consent is attached. Approval of this board order constitutes the County’s written consent to such representation. CONSEQUENCE OF NEGATIVE ACTION: The Authority will be unable to issue the bonds, delaying construction and reimbursement of capital projects. CHILDREN'S IMPACT STATEMENT: No impact. CLERK'S ADDENDUM CLOSED the Public Hearing; ACKNOWLEDGED and reaffirm previous approvals of projects; ADOPTED Resolution No. 2017/169, approving the issuance by the Contra Costa Public Financing Authority of Lease Revenue Bonds, 2017 Series B, in a principal amount not to exceed $110,000,000 to finance various capital projects and a refunding of outstanding bonds for savings; APPROVED and AUTHORIZED the forms of and directing the execution and delivery of a Trust Agreement, Site Lease, Facilities Lease and a Continuing Covenant Agreement and related financing documents; APPROVED and AUTHORIZED the taking of necessary actions and the execution of necessary documents in connection therewith; and CONSENTED to potential conflicts of interest that arise from the County being represented by Nixon Peabody LLP in connection with the issuance of the bonds. AGENDA ATTACHMENTS Resolution No. 2017/169 Body of Resolution No. 2017/169 Trust Agreement Facilities Lease Site Lease Continuing Covenant Agreement Proof of Notice - Public Hearing Conflict Waiver Letter MINUTES ATTACHMENTS Signed Resolution No. 2017/169 May 23, 2017 Contra Costa County Board of Supervisors 557 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: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/169 RESOLUTION APPROVING THE ISSUANCE AND SALE OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, 2017 SERIES B IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $110,000,000 TO FINANCE VARIOUS CAPITAL PROJECTS, 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; 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, 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) acquisition and construction of a new County Administration Building and (ii) acquisition and construction of a new Emergency Operations Center, each located in the City of Martinez, California (collectively, the “2017-B Project”); WHEREAS, the County desires to request and approve the Authority’s issuance of County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects), 2017 Series B (the “Bonds”) in an amount sufficient to finance the 2017-B Project 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-B Project proposed herein was conducted by the County on May 23, 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, it is further proposed that the Authority and Wells Fargo Bank, National Association, as trustee (the “Trustee”) enter into a trust agreement (the “Trust Agreement”), 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors 5 May 23, 2017 Contra Costa County Board of Supervisors 558 By: June McHuen, Deputy cc: May 23, 2017 Contra Costa County Board of Supervisors 559 May 23, 2017 Contra Costa County Board of Supervisors 560 4850-7351-9431.4 2 Body of Resolution No. 2017/169 acknowledged by the County, and, pursuant to the Trust Agreement, the Authority will issue the Bonds in an aggregate principal amount not to exceed $110,000,000; 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-B 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 the 2017-B Facilities back 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 DNT Asset Trust or one of its affiliates (the “Purchaser”) pursuant to a Continuing Covenant Agreement among the County, the Authority, the Purchaser and JPMorgan Chase Bank, N.A., in its capacity as the Bondholder Representative (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; 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-B Project on a tax-exempt basis; 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 financing of the 2017-B Project will result in (i) demonstrable savings in effective interest rate, bond preparation, bond underwriting or May 23, 2017 Contra Costa County Board of Supervisors 561 4850-7351-9431.4 3 Body of Resolution No. 2017/169 bond issuance costs and (ii) more efficient delivery of County services to residential and commercial development, producing significant public benefits. 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 $110,000,000 for the financing of the 2017-B Project 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 25 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 $8,400,000 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 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 May 23, 2017 Contra Costa County Board of Supervisors 562 4850-7351-9431.4 4 Body of Resolution No. 2017/169 the Bonds (excluding any default rate or taxable rate) shall not exceed a true interest cost of three percent (3%) per annum. Section 8. 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 9. 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, and execution and delivery of signature certificates, no-litigation certificates, tax and rebate certificates, closing certificates and opinions. 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 requests and other certificates necessary or desirable to administer the Bonds or leases, pay costs of issuance or to accomplish the transactions contemplated herein. Section 10. 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. May 23, 2017 Contra Costa County Board of Supervisors 563 4850-7351-9431.4 5 Body of Resolution No. 2017/169 Section 11. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 23rd day of May, 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 May 23, 2017 Contra Costa County Board of Supervisors 564 4850-7351-9431.4 CLERK’S CERTIFICATE The undersigned, Chief Assistant 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 23rd day of May, 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 23rd day of May, 2017. Chief Assistant Clerk of the Board of Supervisors of the County of Contra Costa, State of California May 23, 2017 Contra Costa County Board of Supervisors 565 TRUST AGREEMENT by and between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Dated as of May 1, 2017 $[__________] County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects), 2017 Series B May 23, 2017 Contra Costa County Board of Supervisors 566 ARTICLE I DEFINITIONS; EQUAL SECURITY ....................................................................... 2 SECTION 1.01 Definitions....................................................................................... 2 SECTION 1.02 Equal Security ............................................................................... 11 SECTION 1.03 Interpretation ................................................................................. 11 ARTICLE II THE BONDS ........................................................................................................... 11 SECTION 2.01 Authorization of Bonds ................................................................. 11 SECTION 2.02 Terms of the Bonds ....................................................................... 12 SECTION 2.03 Form of Bonds .............................................................................. 13 SECTION 2.04 Execution of Bonds ....................................................................... 14 SECTION 2.05 Transfer and Payment of Bonds .................................................... 14 SECTION 2.06 Exchange of Bonds ....................................................................... 15 SECTION 2.07 Bond Registration Books .............................................................. 15 SECTION 2.08 Mutilated, Destroyed, Stolen or Lost Bonds; Temporary Bonds ............................................................................................ 15 SECTION 2.09 Reserved ........................................................................................ 16 ARTICLE III ISSUANCE OF Bonds ........................................................................................... 16 SECTION 3.01 Procedure for the Issuance of Bonds ............................................ 16 SECTION 3.02 Project Fund .................................................................................. 17 SECTION 3.03 Reserved ........................................................................................ 18 SECTION 3.04 Reserved ........................................................................................ 18 SECTION 3.05 Limitations on the Issuance of Obligations Payable From Revenues ....................................................................................... 18 ARTICLE IV REDEMPTION OF BONDS ................................................................................. 18 SECTION 4.01 Extraordinary Redemption ............................................................ 18 SECTION 4.02 Optional Redemption .................................................................... 18 SECTION 4.03 Mandatory Sinking Fund Redemption .......................................... 18 SECTION 4.04 Selection of Bonds for Redemption .............................................. 19 SECTION 4.05 Notice of Redemption; Cancellation; Effect of Redemption ........ 19 ARTICLE V REVENUES ............................................................................................................ 20 SECTION 5.01 Pledge of Revenues and Assignment ............................................ 20 SECTION 5.02 Receipt and Deposit of Revenues in the Revenue Fund ............... 21 SECTION 5.03 Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund ......................................................... 21 SECTION 5.04 Application of Insurance Proceeds ............................................... 22 SECTION 5.05 Deposit and Investments of Money in Accounts and Funds ........ 23 ARTICLE VI COVENANTS OF THE AUTHORITY ................................................................ 24 SECTION 6.01 Punctual Payment and Performance ............................................. 24 SECTION 6.02 Against Encumbrances.................................................................. 24 May 23, 2017 Contra Costa County Board of Supervisors 567 SECTION 6.03 Rebate Fund .................................................................................. 24 SECTION 6.04 Tax Covenants .............................................................................. 25 SECTION 6.05 Accounting Records and Reports.................................................. 25 SECTION 6.06 Prosecution and Defense of Suits ................................................. 25 SECTION 6.07 Further Assurances........................................................................ 26 SECTION 6.08 Maintenance of Revenues ............................................................. 26 SECTION 6.09 Amendments to Facilities Lease and Site Lease ........................... 26 SECTION 6.10 Leasehold Estate ........................................................................... 27 SECTION 6.11 Reserved ........................................................................................ 28 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS .................. 28 SECTION 7.01 Events of Default and Acceleration of Maturities ........................ 28 SECTION 7.02 Application of Funds Upon Acceleration ..................................... 29 SECTION 7.03 Institution of Legal Proceedings by Trustee ................................. 30 SECTION 7.04 Non-Waiver................................................................................... 30 SECTION 7.05 Remedies Not Exclusive ............................................................... 31 SECTION 7.06 Bondholders’ Direction of Proceedings ........................................ 31 SECTION 7.07 Limitation on Bondholders’ Right to Sue ..................................... 31 ARTICLE VIII THE TRUSTEE .................................................................................................. 32 SECTION 8.01 The Trustee ................................................................................... 32 SECTION 8.02 Liability of Trustee ....................................................................... 33 SECTION 8.03 Compensation and Indemnification of Trustee ............................. 35 ARTICLE IX AMENDMENT OF THE TRUST AGREEMENT ............................................... 36 SECTION 9.01 Amendment of the Trust Agreement ............................................ 36 SECTION 9.02 Disqualified Bonds........................................................................ 37 SECTION 9.03 Endorsement or Replacement of Bonds After Amendment ......... 37 SECTION 9.04 Notice to and Consent of Bondholders ......................................... 37 SECTION 9.05 Amendment by Mutual Consent ................................................... 37 ARTICLE X DEFEASANCE ....................................................................................................... 38 SECTION 10.01 Discharge of Bonds ....................................................................... 38 SECTION 10.02 Unclaimed Money ......................................................................... 39 ARTICLE XI MISCELLANEOUS .............................................................................................. 39 SECTION 11.01 Liability of Authority Limited to Revenues .................................. 39 SECTION 11.02 Benefits of this Trust Agreement Limited to Parties and Third Party Beneficiaries .............................................................. 39 SECTION 11.03 Successor Is Deemed Included in All References to Predecessor ................................................................................... 40 SECTION 11.04 Execution of Documents by Bondholders .................................... 40 SECTION 11.05 Waiver of Personal Liability ......................................................... 40 SECTION 11.06 Reserved ........................................................................................ 40 May 23, 2017 Contra Costa County Board of Supervisors 568 SECTION 11.07 Accounts and Funds ...................................................................... 40 SECTION 11.08 Business Day ................................................................................. 41 SECTION 11.09 Notices .......................................................................................... 41 SECTION 11.10 Article and Section Headings and References .............................. 41 SECTION 11.11 Partial Invalidity............................................................................ 41 SECTION 11.12 Governing Law ............................................................................. 42 SECTION 11.13 Execution in Several Counterparts................................................ 42 Exhibit A Form of 2017 Series B Bond ................................................................................ A-1 Exhibit B Form of Requisition – Project Fund ..................................................................... B-1 Exhibit C Form of Requisition – Costs of Issuance ............................................................. C-1 May 23, 2017 Contra Costa County Board of Supervisors 569 THIS TRUST AGREEMENT dated as of May 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 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 2017-B Project (as hereinafter defined) through the issuance of its bonds; WHEREAS, the County has determined to finance 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 the Capital Projects by issuing the Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects), 2017 Series B (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 the Capital Projects; May 23, 2017 Contra Costa County Board of Supervisors 570 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 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: 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. “Authorized Denominations” means, with respect to the Bonds, $100,000 and increments of $5,000 above that amount. May 23, 2017 Contra Costa County Board of Supervisors 571 “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. “Bondholder Representative” means JPMorgan Chase Bank, National Association, and its successors and assigns. “Bonds” means the Authority’s Lease Revenue Bonds (Capital Projects), 2017 Series B 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. “Capital Projects” means the various public capital improvements and projects, including, but not limited to the acquisition, installation, implementation and construction of the 2017-B 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. “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 May 1, 2017, among the Authority, the County, DNT Asset Trust and JPMorgan Chase Bank, N.A., 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 May 23, 2017 Contra Costa County Board of Supervisors 572 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. “Default Rate” has the meaning given to such term in the Continuing Covenant Agreement. “Determination of Taxability” has the meaning given to such term in the Continuing Covenant 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 May 1, 2017, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on May 26, 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. May 23, 2017 Contra Costa County Board of Supervisors 573 “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 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 December 1, 2017. “Interest Payment Period” means the period from and including each Interest Payment Date (or, for the first Interest Payment Period, from and including 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. May 23, 2017 Contra Costa County Board of Supervisors 574 “Opinion of Counsel” means a written opinion of Bond Counsel. “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 May 23, 2017 Contra Costa County Board of Supervisors 575 Administration (FHA) debentures, (c) General Services Administration participation certificates, (d) Government National Mortgage Association (GNMA or “Ginnie Mae”) 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 May 23, 2017 Contra Costa County Board of Supervisors 576 “Prime-1” or “A3” or better by Moody’s and “A-1” or better by S&P at the time of purchase; (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; May 23, 2017 Contra Costa County Board of Supervisors 577 (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 (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 Fund” means the fund by that name established pursuant to Section 3.02. “Purchaser” means, initially, DNT Asset Trust but for purposes of notices and consents, and JPMorgan Chase Bank, N.A., in its capacity as Bondholder Representative, 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) payable upon redemption thereof pursuant to the provisions of such Bond, this Trust Agreement and the Continuing Covenant Agreement. “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. May 23, 2017 Contra Costa County Board of Supervisors 578 “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. “Site Lease” means that certain lease, entitled “Site Lease,” by and between the County and the Authority, dated as of May 1, 2017, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on May 26, 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. “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) [____]. “Trust Agreement” means this Trust Agreement, dated as of May 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. May 23, 2017 Contra Costa County Board of Supervisors 579 “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. “2017-B Project” means the Capital Projects and the (i) acquisition and construction of a new County Administration Building and (ii) acquisition and construction of a new Emergency Operations Center, each located in the City of Martinez, California, 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. 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. 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 (Capital Projects), 2017 Series B.” (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 May 23, 2017 Contra Costa County Board of Supervisors 580 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 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 [__________________] $[__________]). 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: County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects), 2017 Series B Maturity Date (June 1) Principal Amount Interest Rate 2032* $[__________] [___]% ___________________ ∗ Term Bond Interest on the Bonds shall be payable commencing [December] 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. May 23, 2017 Contra Costa County Board of Supervisors 581 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. (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, plus accrued interest, if any, on such Bond, as appropriate, from moneys held by the Trustee for such payment. (d) The principal of the Bonds shall be paid by check mailed by first class mail on each Principal Payment Date to the person in whose name the Bond is registered as of the applicable Record Date for such Principal Payment Date at the address shown on the registration books maintained by the Trustee pursuant to Section 2.07; provided, however, that principal 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 Principal Payment Date. The final payment of principal at maturity will be payable by check in lawful money of the United States of America at the Principal Office of the the Trustee. 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. May 23, 2017 Contra Costa County Board of Supervisors 582 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, 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 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. May 23, 2017 Contra Costa County Board of Supervisors 583 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 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. May 23, 2017 Contra Costa County Board of Supervisors 584 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. SECTION 2.09 Reserved. 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 upon the Written Request of the Authority and upon receipt of payment therefor from the Purchaser. Upon receipt of payment for the Bonds from the Purchaser, the Trustee shall, unless otherwise instructed by the Authority, apply the proceeds received from such sale to the following respective accounts, in the following order of priority: (i) 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 May 23, 2017 Contra Costa County Board of Supervisors 585 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 B Project Account within the Project Fund and the Costs of Issuance Fund shall be closed; and (ii) deposit the amount of $[__________] in the 2017 Series B 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 2017-B 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 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 2017-B Project, any amounts remaining in the 2017 Series B Project Account shall be expended on Capital Projects as specified by the County, subject to May 23, 2017 Contra Costa County Board of Supervisors 586 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, or shall be transferred to the Revenue Fund to pay interest and principal on the Bonds next coming due until fully used for such purpose . SECTION 3.03 Reserved. SECTION 3.04 Reserved. 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 stated maturity, 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 mandatory sinking account payments against which shall be credited the Bonds to be redeemed so that the aggregate annual principal amount of and interest on Bonds which shall be payable after such Redemption Date shall be reduced pro rata over the remaining years of the lease terms (as set forth in Exhibit C to the Facilities Lease) for the Facilities which generated the insurance or eminent domain proceeds. SECTION 4.02 No Optional Redemption. Except in the case of an extraordinary redemption under section 4.01 hereof, the Bonds shall not be subject to redemption prior to their stated maturity at the option of the Authority. SECTION 4.03 Mandatory Sinking Fund Redemption. The Bonds shall be subject to mandatory sinking fund redemption prior to maturity, in part on June 1 of each year on and after June 1, 2018, by lot, from and in the amount of the mandatory sinking account payments set forth below, at a Redemption Price equal to the sum of the principal amount thereof plus accrued interest thereon to the Redemption Date, without premium: Mandatory Sinking Account Payment Date (June 1) Mandatory Sinking Account Payment 2018 2019 2020 2021 May 23, 2017 Contra Costa County Board of Supervisors 587 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032* *Maturity 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. 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 thirty (30) 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. May 23, 2017 Contra Costa County Board of Supervisors 588 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. 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 May 23, 2017 Contra Costa County Board of Supervisors 589 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 7.06 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 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 payment 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. May 23, 2017 Contra Costa County Board of Supervisors 590 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. 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, 2018, 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 “2017B 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 the Bonds for which such Sinking Account was created 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 May 23, 2017 Contra Costa County Board of Supervisors 591 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 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 May 23, 2017 Contra Costa County Board of Supervisors 592 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 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. 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 May 23, 2017 Contra Costa County Board of Supervisors 593 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 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 23, 2017 Contra Costa County Board of Supervisors 594 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 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 May 23, 2017 Contra Costa County Board of Supervisors 595 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 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, as applicable, (b) is enforceable against the Authority and the County, as applicable, (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 May 23, 2017 Contra Costa County Board of Supervisors 596 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 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 Reserved. 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, 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 May 23, 2017 Contra Costa County Board of Supervisors 597 (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, shall 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 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; May 23, 2017 Contra Costa County Board of Supervisors 598 Second, upon presentation of the 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, 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 and (to the extent permitted by law) interest on overdue interest and principal and premium 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. May 23, 2017 Contra Costa County Board of Supervisors 599 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. 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) such Bondholder 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. May 23, 2017 Contra Costa County Board of Supervisors 600 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. 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. May 23, 2017 Contra Costa County Board of Supervisors 601 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. 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. May 23, 2017 Contra Costa County Board of Supervisors 602 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 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 2017-B 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 2017-B 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 May 23, 2017 Contra Costa County Board of Supervisors 603 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, assertions 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. 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. May 23, 2017 Contra Costa County Board of Supervisors 604 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 is filed with the Trustee. 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 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. May 23, 2017 Contra Costa County Board of Supervisors 605 (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 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. May 23, 2017 Contra Costa County Board of Supervisors 606 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 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 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 such Bonds, (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, and (4) there shall have been delivered to the Purchaser an indemnification by the County for any losses due to a Determination of Taxability or an Event of Default in form and substance reasonably satisfactory to the Purchaser. (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 May 23, 2017 Contra Costa County Board of Supervisors 607 (principal, interest and redemption price 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, (iii) there shall be delivered to the Purchaser an indemnification by the County for any losses due to a Determination of Taxability or an Event of Default in form and substance reasonably satisfactory to the Purchaser, and (iv) 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 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 MIS CELLANEOUS 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 May 23, 2017 Contra Costa County Board of Supervisors 608 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 2017-B 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. 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 Reserved. 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. May 23, 2017 Contra Costa County Board of Supervisors 609 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: 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 May 23, 2017 Contra Costa County Board of Supervisors 610 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. 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. May 23, 2017 Contra Costa County Board of Supervisors 611 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: Lisa Driscoll Deputy Executive Director and Assistant Secretary of the Board of Directors WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer Acknowledged COUNTY OF CONTRA COSTA By: Jami Napier Chief Assistant Clerk of the Board of Supervisors May 23, 2017 Contra Costa County Board of Supervisors 612 EXHIBIT A FORM OF 2017 SERIES B BOND No. R-1 $[__________] COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (CAPITAL PROJECTS), 2017 SERIES B 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 ____% June 1, 2032 May 26, 2017 REGISTERED OWNER: DNT ASSET TRUST 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 November 15, 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 December 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; May 23, 2017 Contra Costa County Board of Supervisors 613 provided that 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 by check mailed by first-class mail to the registered owner hereof; provided that upon the written request of a Bondholder of $1,000,000 or more in aggregate principal amount of Bonds of the Series of which this Bond is a part received by the Trustee (defined hereinafter) prior to the applicable record date, principal shall be paid by wire transfer in immediately available funds to an account within the United States of America. Final Payment of principal at maturity, will be made upon presentation of this Bond at the Principal Office of the Trustee. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the Trust Agreement. This Bond is one of a duly authorized issue of bonds of the Authority designated as its “County of Contra Costa Public Financing Authority Lease Revenue Bonds” (the “Bonds”) unlimited as to principal amount and is the bond of a duly authorized series of such Bonds known as “(Capital Projects), 2017 Series B” (the “Bonds”) issued in a principal amount of [__________] dollars ($[____]), 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 May 1, 2017 (as amended, supplemented or modified from time to time, the “Trust Agreement”), by and 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 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 “Capital Projects”). 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 May 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 May 23, 2017 Contra Costa County Board of Supervisors 614 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 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. The Bonds, upon notice as provided in the Trust Agreement, shall also be subject to mandatory sinking fund redemption prior to maturity, in part on June 1 of each year on and after June 1, 2018, by lot, from and in the amount of the mandatory sinking account payments set forth below, at a redemption price equal to the sum of the principal amount thereof plus accrued interest thereon to the redemption date, without premium: Mandatory Sinking Account Payment Date (June 1) Mandatory Sinking Account Payment 2018 $ 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032* *Maturity 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. May 23, 2017 Contra Costa County Board of Supervisors 615 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. May 23, 2017 Contra Costa County Board of Supervisors 616 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 facsimile signature of the Chair of the Authority and countersigned by the 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 May 23, 2017 Contra Costa County Board of Supervisors 617 FORM OF CERTIFICATE OF AUTHENTICATION TO APPEAR ON 2017 SERIES B BONDS This is one of the Bonds described in the within-mentioned Trust Agreement which has been registered and authenticated on May 26, 2017. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory May 23, 2017 Contra Costa County Board of Supervisors 618 [FORM OF ASSIGNMENT TO APPEAR ON 2017 SERIES B 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. May 23, 2017 Contra Costa County Board of Supervisors 619 EXHIBIT B FORM OF REQUISITION – PROJECT FUND Date: ____________, 20__ No. __ Wells Fargo Bank, National Association 333 Market Street, 18th Floor San Francisco, CA 94105 Attention: Corporate Trust Services Re: County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects), 2017 Series B (Written Request of the County - 2017 Series B Project Account) Ladies and Gentlemen: This letter is our authorization to you to disburse from the 2017 Series B Project Account within the Project Fund provided for in Section 3.02 of the Trust Agreement dated as of May 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 2017-B Project (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 B 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 B 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 May 23, 2017 Contra Costa County Board of Supervisors 620 SCHEDULE A Item No. Payee Amount Purpose __ __________ $________ ____________ May 23, 2017 Contra Costa County Board of Supervisors 621 EXHIBIT C FORM OF REQUISITION – COSTS OF ISSUANCE Date: ____________, 20__ No. __ Wells Fargo Bank, National Association 333 Market Street, 18th Floor San Francisco, CA 94105 Attention: Corporate Trust Services Re: County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects), 2017 Series B (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 May 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 and has not been subject of a prior requisition. 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 B Project Account within the Project Fund. Very truly yours, COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By Authorized Officer May 23, 2017 Contra Costa County Board of Supervisors 622 SCHEDULE A Item No. Payee Amount Purpose __ __________ $________ ____________ May 23, 2017 Contra Costa County Board of Supervisors 623 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 (Capital Projects) 2017 Series B Dated as of May 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 May 23, 2017 Contra Costa County Board of Supervisors 624 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 ............................................................... 17 SECTION 5.05. Title Insurance .............................................................................. 17 SECTION 5.06. Insurance Proceeds; Form of Policies ........................................... 17 SECTION 5.07. Annual Certificates ....................................................................... 18 ARTICLE VI DEFAULTS AND REMEDIES ............................................................................ 18 SECTION 6.01. Defaults and Remedies ................................................................. 18 SECTION 6.02. Waiver ........................................................................................... 22 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 ............................. 24 ARTICLE VIII COVENANTS..................................................................................................... 25 SECTION 8.01. Right of Entry ............................................................................... 25 SECTION 8.02. Liens .............................................................................................. 25 May 23, 2017 Contra Costa County Board of Supervisors 625 SECTION 8.03. Quiet Enjoyment ........................................................................... 25 SECTION 8.04. Authority Not Liable ..................................................................... 25 SECTION 8.05. Assignment by the Authority ........................................................ 26 SECTION 8.06. Assignment and Subleasing by the County .................................. 26 SECTION 8.07. Title to Facilities ........................................................................... 26 SECTION 8.08. Tax Covenants .............................................................................. 26 SECTION 8.09. Reserved ........................................................................................ 27 SECTION 8.10. Taxes ............................................................................................. 27 SECTION 8.11. Authority’s Purpose ...................................................................... 28 SECTION 8.12. Purpose of Facilities Lease ........................................................... 28 SECTION 8.13. Essential Use ................................................................................. 28 SECTION 8.14. Nondiscrimination......................................................................... 28 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 ..................................................................... 29 SECTION 9.03. Use of the Facilities ...................................................................... 29 ARTICLE X MISCELLANEOUS ............................................................................................... 29 SECTION 10.01. Law Governing ............................................................................. 29 SECTION 10.02. Notices .......................................................................................... 29 SECTION 10.03. Validity and Severability .............................................................. 31 SECTION 10.04. Net-Net-Net Lease ........................................................................ 31 SECTION 10.05. Section Headings .......................................................................... 31 SECTION 10.06. Amendment or Termination .......................................................... 31 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 May 23, 2017 Contra Costa County Board of Supervisors 626 FACILITIES LEASE This Facilities Lease, dated as of May 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 County has determined to finance 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 the Capital Projects by issuing the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects), 2017 Series B (the “Bonds”), pursuant to the Trust Agreement dated as of May 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 May 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 May 1, 2017 (the “Continuing Covenant Agreement”), among the County, the Authority, JPMorgan Chase Bank, N.A., and DNT Asset Trust, as initial purchaser of the Bonds; NOW, THEREFORE, in consideration of the mutual covenants herein, the parties hereto agree as follows: May 23, 2017 Contra Costa County Board of Supervisors 627 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. “Bondholder Representative” means JPMorgan Chase Bank, N.A., and its successors and assigns. “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-B 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 and the Purchaser, to be financed 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 May 1, 2017, among the County, the Authority, the Bondholder Representative and the Purchaser, as it may from time to time be amended, supplemented, modified or restated pursuant to the provisions thereof. May 23, 2017 Contra Costa County Board of Supervisors 628 “Contractors” means the construction contractor for any portion of the Capital Projects and any successor or successors to any thereof. “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 and for the purposes of consent and notices includes Bondholder Representative. “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 Taxable Date, the product of (i) the interest rate on interest component of Base Rental Payments for such day and (ii) [___]. “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. “Trust Agreement” means the Trust Agreement, dated as of May 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. May 23, 2017 Contra Costa County Board of Supervisors 629 “2017-B Project” means the: (i) acquisition and construction of a new County Administration Building and (ii) acquisition and construction of a new Emergency Operations Center, each located in the City of Martinez, California, 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, on May 26, 2017, 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 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 May 23, 2017 Contra Costa County Board of Supervisors 630 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, 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, 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 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. (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 May 23, 2017 Contra Costa County Board of Supervisors 631 Continuing Covenant Agreement, (ii) the prior written consent of the Purchaser to such substitution or release of property, (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 remain 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. (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. May 23, 2017 Contra Costa County Board of Supervisors 632 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 Payment shall be divided into two interest components, due on June 1 and December 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 June 1, 2018. 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 June 1 and December 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 reasonably 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 thereon. 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 reasonably 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 reasonably 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 Additional Payments hereunder, as shall be required by the Authority or the Purchaser, as applicable, for the payment of all costs 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 May 23, 2017 Contra Costa County Board of Supervisors 633 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. 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 (provided, that with respect to Additional Payments due and owing the Purchaser shall be payable within the time frame set forth in the Continuing Covenant Agreement). 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. 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 May 23, 2017 Contra Costa County Board of Supervisors 634 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 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). May 23, 2017 Contra Costa County Board of Supervisors 635 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 be 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 thirty (30) 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 all actions as are necessary to budget and appropriate all such Base Rental Payments and Additional Payments (including with respect to 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 May 23, 2017 Contra Costa County Board of Supervisors 636 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 the Capital Projects 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 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. May 23, 2017 Contra Costa County Board of Supervisors 637 The County may alter the 2017-B 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-B 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 fair rental 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. 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. May 23, 2017 Contra Costa County Board of Supervisors 638 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. May 23, 2017 Contra Costa County Board of Supervisors 639 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 all of the outstanding Bonds and pay all amounts due and owing under the Continuing Covenant Agreement. 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: May 23, 2017 Contra Costa County Board of Supervisors 640 (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 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 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 and that 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 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; and (vi) 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 5.02. 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 May 23, 2017 Contra Costa County Board of Supervisors 641 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: (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, 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 and that 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; and (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 May 23, 2017 Contra Costa County Board of Supervisors 642 ($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 (i) 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, and (ii) the County must obtain the prior written consent of the Purchaser, at the Purchaser’s sole discretion, if at any time the coverage for terrorism related loss is to be less than two years. 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 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 and Trustee, 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. May 23, 2017 Contra Costa County Board of Supervisors 643 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 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, Insurance Consultant or other qualified person (which may be the Risk Manager of the County) 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. 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 Payment 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) to 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 (iii) 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, or at the direction 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 May 23, 2017 Contra Costa County Board of Supervisors 644 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 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 May 23, 2017 Contra Costa County Board of Supervisors 645 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 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, (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, (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 May 23, 2017 Contra Costa County Board of Supervisors 646 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, or at the direction 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, or at the direction of the Purchaser, shall have the right to bring the following actions: (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 May 23, 2017 Contra Costa County Board of Supervisors 647 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. 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 in accordance with Section 3.08 hereof. 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 May 23, 2017 Contra Costa County Board of Supervisors 648 maximum amount of Bonds, including the principal thereof and the interest thereon to the date of redemption. (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 (i) 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, and (ii) a certificate of the County showing the amount deposited with the Trustee is sufficient to pay all amounts that could be due under the Continuing Covenant Agreement with respect to the defeased Bonds including, without limitation, interest at the greater of the taxable rate from the date of issuance of the Bonds or the Default Rate from the date of prepayment (unless the County provides the Purchaser with an indemnification against losses due to a Determination of Taxability or an Event of Default under the Continuing Covenant Agreement, in either case reasonably satisfactory to the Purchaser). 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 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; (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) 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 May 23, 2017 Contra Costa County Board of Supervisors 649 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 Exhibit B hereto). 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 principal, premium, if any, 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. May 23, 2017 Contra Costa County Board of Supervisors 650 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 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 May 23, 2017 Contra Costa County Board of Supervisors 651 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. 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 and under the Continuing Covenant Agreement, 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 May 23, 2017 Contra Costa County Board of Supervisors 652 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 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. May 23, 2017 Contra Costa County Board of Supervisors 653 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 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 2017-B PROJECT OR WARRANTY WITH RESPECT THERETO. THE COUNTY ACKNOWLEDGES THAT THE AUTHORITY IS NOT A MANUFACTURER OF THE FACILITIES OR THE 2017-B 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 2017-B Project or the existence, furnishing, functioning or the County’s use of any item or products or services provided for in this Facilities Lease. May 23, 2017 Contra Costa County Board of Supervisors 654 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 2017-B 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 2017-B 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 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 May 23, 2017 Contra Costa County Board of Supervisors 655 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 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: JPMorgan Chase Bank, N.A. [Attention: Facsimile: Telephone:] with a copy to: [Attention: Telephone:] 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. May 23, 2017 Contra Costa County Board of Supervisors 656 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 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. May 23, 2017 Contra Costa County Board of Supervisors 657 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: Lisa Driscoll Deputy Executive Director and Assistant Secretary of the Board of Directors COUNTY OF CONTRA COSTA, as Sublessee By: Federal D. Glover Chair of the Board of Supervisors Attest: By: Jami Napier Chief Assistant Clerk of the Board of Supervisors May 23, 2017 Contra Costa County Board of Supervisors 658 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 May 23, 2017 Contra Costa County Board of Supervisors 659 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 May 23, 2017 Contra Costa County Board of Supervisors 660 EXHIBIT A Description of the Facilities Summit Center 2530 Arnold Drive, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: LOT 1, AS SHOWN ON THE MAP OF SUBDIVISION 6207, "CREST OFFICE PARK" FILED, DECEMBER 26, 1986, IN BOOK 310 OF MAPS, PAGE 6, CONTRA COSTA COUNTY RECORDS. EXCEPTING FROM PARCEL ONE ABOVE: THAT PORTION OF LAND DESCRIBED IN THAT DEED TO CONTRA COSTA COUNTY WATER DISTRICT RECORDED JANUARY 28, 1987, BOOK 13414, PAGE 96. PARCEL TWO: A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCEL ONE ABOVE FOR DRAINAGE PURPOSES, AS GRANTED IN THE GRANT OF EASEMENT FROM JOHNSON CLARK, ET UX, RECORDED APRIL 03, 1981, IN BOOK 10267, PAGE 169, OFFICIAL RECORDS, OVER, UNDER AND ACROSS A STRIP OF LAND DESCRIBED AS FOLLOWS: PORTION OF RANCHO LAS JUNTAS, DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY CORNER OF LOT "D" AS SHOWN ON THE MAP ENTITLED "MAP OF VINE HILL HOMESTEAD TRACT, CONTRA COSTA COUNTY CALIFORNIA", FILED APRIL 17, 1884 IN BOOK B OF MAPS, PAGE 42, CONTRA COSTA COUNTY RECORDS; THENCE SOUTH 63° 57' 13" EAST, 207.98 FEET, ALONG THE SOUTHWEST LINE OF SAID LOT "D" M 42) TO THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE FROM SAID POINT OF BEGINNING SOUTH 63° 57' 13" EAST, 10.00 FEET ALONG THE SOUTHWEST LINE OF SAID LOT "D" IB M 42); THENCE SOUTH 26° 02' 47" WEST, 30.00 FEET; THENCE NORTH 63° 57' 13" WEST, 10.00 FEET; THENCE NORTH 26° 02' 47" EAST, 30.00 FEET TO THE POINT OF BEGINNING. PARCEL THREE: May 23, 2017 Contra Costa County Board of Supervisors 661 A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCEL ONE ABOVE FOR INGRESS AND EGRESS PURPOSES, TRAFFIC SIGNAL FACILITIES AND FOR ALL PUBLIC UTILITIES, AS GRANTED IN THE GRANT DEED FROM JAY PROPERTY SYSTEMS, INC., A CALIFORNIA CORPORATION, RECORDED DECEMBER 26, 1986, IN BOOK 13345, PAGE 726, OFFICIAL RECORDS, OVER, UNDER AND ACROSS ALL THAT PORTION OF LOT 2, AS SHOWN ON THE MAP OF SUBDIVISION 6207, (310 M 6) LYING WITHIN THE STRIPS OF LAND DESIGNATED AS "PROPOSED 60 FT. NON- EXCLUSIVE EASEMENT" AND "TRAFFIC SIGNAL FACILITIES EASEMENT & 60 FT. NON-EXCLUSIVE EASEMENT" ON THE ABOVE REFERRED TO MAP OF SUBDIVISION 6207, BEING A STRIP OF LAND THIRTY (30') FEET WIDE WITHIN SAID LOT 2 AND THIRTY (30') FEET WIDE WITHIN LOT 1 OF SAID SUBDIVISION 6207. EXCEPTING FROM PARCEL THREE: ALL THAT PORTION THEREOF, 30 FEET IN WIDTH, LYING WITHIN LOT 1 OF SAID SUBDIVISION 6207. PARCEL FOUR: A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCEL ONE ABOVE FOR MAINTENANCE, REPAIR AND REPLACEMENT OF THE COMMON DRIVEWAY IMPROVEMENTS AND FOR VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS, AS GRANTED IN THE COMMON DRIVEWAY CONSTRUCTION, MAINTENANCE AND RECIPROCAL EASEMENT AGREEMENT FROM JAY PROPERTY SYSTEMS, INC., A CALIFORNIA CORPORATION, RECORDED DECEMBER 26, 1986, IN BOOK 13345, PAGE 756, OFFICIAL RECORDS, OVER, UNDER, ACROSS ALL THAT PORTION OF LOT 2 ON THE ABOVE REFERRED TO MAP OF SUBDIVISION 6207, BEING A STRIP OF LAND TEN (10') FEET WIDE ADJACENT TO, OUTSIDE AND ALONG THE ENTIRE LENGTH OF THE EASEMENT AREA LOCATED THEREON DESIGNATED "PROPOSED 60 FT. NON-EXCLUSIVE EASEMENT" AND "TRAFFIC SIGNAL FACILITIES EASEMENT & 60 FT. NON- EXCLUSIVE EASEMENT". APN 161-510-001 May 23, 2017 Contra Costa County Board of Supervisors 662 Contra Costa County District Attorney’s Office 900 Ward Street, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: LOT 6 AND A PORTION OF LOT 5, BLOCK 327, OF THE ADDITIONAL SURVEY OF THE TOWN OF MARTINEZ, AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST EASTERLY CORNER OF SAID BLOCK 327; THENCE FROM SAID POINT OF BEGINNING NORTH 37° 24' WEST, ALONG THE EAST LINE OF SAID BLOCK 327, 99.08 FEET TO THE MOST NORTHERLY CORNER OF SAID LOT 6; THENCE SOUTH 57° 54' 30" WEST, ALONG THE NORTH LINE OF SAID LOTS 6 AND 5, 92.49 FEET TO THE EAST LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO PETER LYHNE, RECORDED JANUARY 11, 1926, BOOK 20, OFFICIAL RECORDS, PAGE 38; THENCE SOUTH 33° 43' EAST, ALONG SAID EAST LINE AND ALONG THE EAST LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO R. J. HERSEY, ET UX, RECORDED JANUARY 25, 1945, BOOK 810, OFFICIAL RECORDS, PAGE 375, 100.06 FEET TO THE SOUTH LINE OF SAID BLOCK 327; THENCE NORTH 57° 28' EAST, ALONG SAID SOUTH LINE, 98.83 FEET TO THE POINT OF BEGINNING. PARCEL TWO: PORTION OF BLOCK 327 OF THE ADDITIONAL SURVEY OF THE TOWN OF MARTINEZ, AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF GREEN STREET WITH THE EAST LINE OF LAS JUNTAS STREET; THENCE FROM SAID POINT OF BEGINNING ALONG SAID LINE OF LAS JUNTAS STREET, NORTH 33° 43' WEST, 50 FEET TO THE SOUTH LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO PETER LYHNE, RECORDED JANUARY 11, 1926, BOOK 20, OFFICIAL RECORDS, PAGE 38; THENCE ALONG SAID SOUTH LINE NORTH 57° 50' EAST, 97 FEET; THENCE SOUTH 33° 43' EAST, PARALLEL TO LAS JUNTAS STREET, 50 FEET, MORE OR LESS, TO THE NORTH LINE OF GREEN STREET; THENCE ALONG SAID LINE SOUTH 57° 28' WEST, 97 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. May 23, 2017 Contra Costa County Board of Supervisors 663 PARCEL THREE: LOT 3, BLOCK 327, ADDITIONAL SURVEY OF THE TOWN OF MARTINEZ AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA. PARCEL FOUR: PORTION OF LOTS 4 AND 5, BLOCK 327, ADDITIONAL SURVEY TOWN OF MARTINEZ, AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE BOUNDARY LINE BETWEEN LOTS 3 AND 4 WITH THE EASTERLY BOUNDARY LINE OF LAS JUNTAS STREET; THENCE SOUTHERLY ALONG SAID EASTERLY BOUNDARY LINE OF LAS JUNTAS STREET, 50 FEET; THENCE EASTERLY ON A LINE PARALLEL TO THE NORTHERLY BOUNDARY LINE OF GREEN STREET, 97 FEET; THENCE WESTERLY ON A LINE PARALLEL TO LAS JUNTAS STREET, 50 FEET, MORE OR LESS, TO THE INTERSECTION OF THE SAME WITH THE SOUTHERLY BOUNDARY LINE OF LOT 2 IN SAID BLOCK; THENCE WESTERLY ALONG THE SOUTHERLY BOUNDARY LINE OF LOTS 2 AND 3 TO THE POINT OF BEGINNING, BEING A LOT 50 FEET BY 97 FEET WITH A 50 FOOT FRONTAGE ON LAS JUNTAS STREET. APN: 373-267-005 May 23, 2017 Contra Costa County Board of Supervisors 664 Department of Conservation and Development 30 Muir Road, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: PARCEL A, AS SHOWN ON THAT CERTAIN PARCEL MAP M.S. 552-82 FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA ON MAY 27, 1982, IN BOOK 101 OF PARCEL MAPS, PAGE 17. PARCEL TWO: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 22 FEET IN WIDTH, THE CENTER LINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING ON THE NORTHERLY LINE OF PARCEL "1" AS SHOWN ON THE PARCEL MAP FILED NOVEMBER 02, 1981, IN BOOK 98 OF PARCEL MAPS, PAGE 12, CONTRA COSTA COUNTY RECORDS, DISTANT THEREON WESTERLY ALONG THE ARC OF A CURVE TO THE LEFT WITH A RADIUS OF 370.03 FEET, THROUGH A CENTRAL ANGLE OF 4° 04' 09", AN ARC DISTANCE OF 26.82 FEET, FROM THE NORTHEASTERLY CORNER THEREOF; THENCE FROM SAID POINT OF BEGINNING, SOUTH 2° 34' 44" WEST, 30.28 FEET AND SOUTH 20° 28' 45" WEST, 200.11 FEET. PARCEL THREE: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 22 FEET IN WIDTH THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: COMMENCING ON THE LINE DESCRIBED AS "NORTH 29° 00' 00" EAST, 314.32 FEET", IN PARCEL ONE ABOVE DISTANT THEREON SOUTH 29° 00' 00" WEST, 39.00 FEET FROM THE NORTHERLY TERMINUS THEREOF; THENCE FROM SAID POINT OF COMMENCEMENT SOUTH 61° 00' 00' 00" EAST, 56.5 FEET; THENCE NORTH 29° 00' 00" EAST, 66.66 FEET; THENCE NORTHEASTERLY ALONG A TANGENT CURVE TO THE RIGHT WITH A RADIUS OF 161.34 FEET, THROUGH A CENTRAL ANGLE OF 25° 03' 28", AN ARC DISTANCE OF 70.56 FEET TO A POINT ON THE LINE DESCRIBED AS "SOUTH 35° 56' May 23, 2017 Contra Costa County Board of Supervisors 665 32" EAST 79.24 FEET" IN PARCEL ONE ABOVE, BEING THE TRUE POINT OF BEGINNING; THENCE FROM SAID POINT OF BEGINNING EASTERLY ALONG A COMPOUND CURVE WITH A RADIUS OF 437.54 FEET, THROUGH A CENTRAL ANGLE OF 18° 12' 28", AN ARC DISTANCE OF 139.04 FEET; THENCE ALONG A COMPOUND CURVE WITH A RADIUS OF 325.53 FEET, THROUGH A CENTRAL ANGLE OF 19° 29' 59", AN ARC DISTANCE OF 110.80 FEET, TO A POINT ON THE CENTERLINE OF PARCEL TWO ABOVE, WHICH BEARS NORTH 20° 28' 45" EAST, 185.11 FEET FROM THE SOUTHERLY TERMINUS THEREOF. PARCEL FOUR: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 18 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY TERMINUS OF PARCEL TWO ABOVE; THENCE FROM SAID POINT OF BEGINNING SOUTHWESTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 44 FEET, THE TANGENT OF WHICH BEARS NORTH 20° 28' 45" EAST, THROUGH A CENTRAL ANGLE OF 68° 31' 15", AN ARC DISTANCE OF 52.62 FEET; THENCE SOUTH 89° 00' 00" WEST, 37.96 FEET; THENCE SOUTH 29° 00' 00" WEST, 67.72 FEET TO A POINT ON THE LINE DESCRIBED AS "SOUTH 20° 28' 45" WEST, 61.5 FEET" IN PARCEL ONE ABOVE, DISTANT NORTH 20° 28' 45" EAST, 51.54 FEET FROM THE SOUTHERLY TERMINUS THEREOF; THENCE SOUTH 20° 28' 45" WEST ALONG SAID LINE, 51.54 FEET. EXCEPTING THEREFROM: THAT PORTION THEREOF LYING WITHIN PARCEL ONE ABOVE. PARCEL FIVE: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 18 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY TERMINUS OF PARCEL TWO ABOVE; THENCE FROM SAID POINT OF BEGINNING ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 44 FEET, THE TANGENT OF WHICH BEARS NORTH 20° 28' 45" EAST, THROUGH A CENTRAL ANGLE OF 35° 13' 15", AN ARC DISTANCE OF 27.05 FEET; May 23, 2017 Contra Costa County Board of Supervisors 666 THENCE ALONG A REVERSE CURVE WITH A RADIUS OF 44 FEET, THROUGH A CENTRAL ANGLE OF 35° 13' 35", AN ARC DISTANCE OF 27.05 FEET; THENCE SOUTH 20° 28' 45" WEST, 148.31 FEET TO A POINT ON THE LINE DESCRIBED AS "SOUTH 69° 31' 15" EAST, 21.5 FEET" IN PARCEL ONE ABOVE, DISTANT NORTH 69° 31' 15" WEST, 9.00 FEET FROM THE EASTERLY TERMINUS THEREOF. (NOTE: THE EXTERIOR BOUNDARY LINES OF THE EASEMENTS DESCRIBED AS PARCELS TWO, THREE, FOUR AND FIVE ABOVE ARE TO BE LENGTHENED OR SHORTENED SO AS TO FORM CONTINUOUS STRIPS OF LAND.) APN: 162-493-009 May 23, 2017 Contra Costa County Board of Supervisors 667 Employment and Human Services Department 40 Douglas Drive, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: A PORTION OF LOT 3 OF THE AMENDED MAP OF SUBDIVISION 6265, FILED OCTOBER 19, 1983, IN BOOK 274 OF MAPS, PAGE 1, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST EASTERLY CORNER OF SAID LOT 3; THENCE ALONG THE SOUTHEAST LINE OF SAID LOT 3 SOUTH 53° 04' 05" WEST, 226.00 FEET; THENCE SOUTH 61° 03' 07" WEST, 91.39 FEET TO THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE FROM SAID POINT OF BEGINNING SOUTH 61° 03' 07" WEST, 285.71 FEET; THENCE NORTH 67° 29' 47" WEST, 57.91 FEET; THENCE NORTH 15° 56' 18" WEST, 117.83 FEET TO A POINT ON A CURVE AND BEING ON THE SOUTH RIGHT OF WAY LINE OF DOUGLAS DRIVE; THENCE ALONG SAID SOUTH RIGHT OF WAY LINE AND BEING A NONTANGENT CURVE TO THE RIGHT FROM WHICH THE CENTER BEARS SOUTH 67° 00' 24° EAST HAVING A RADIUS OF 160.00 FEET, THROUGH A CENTRAL ANGLE OF 34° 22' 48", AN ARC LENGTH OF 96.01 FEET; THENCE TANGENT TO THE LAST CURVE NORTH 57° 22' 25" EAST, 192.51 FEET; THENCE NORTH 54° 10' 20" EAST, 14.05 FEET; THENCE LEAVING SAID SOUTH LINE OF DOUGLAS DRIVE SOUTH 24° 41' 00" EAST, 89.31 FEET; THENCE SOUTH 36° 55' 55" EAST, 134.03 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM: THAT PORTION OF SAID LOT 3 DESCRIBED AS FOLLOWS: BEGINNING ON THE EAST LINE OF DOUGLAS DRIVE AT THE NORTHWEST CORNER OF LOT 3; THENCE SOUTHERLY ALONG THE WEST LINE OF LOT 3, SOUTH 15° 56' 18" EAST, 117.84 FEET TO THE ACTUAL POINT OF BEGINNING; THENCE ALONG THE SOUTHWEST LINE OF SAID LOT 3, SOUTH 67° 29' 47" EAST, 14.00 FEET; THENCE NORTH 29° 43' 13" WEST, 46.01 FEET; THENCE SOUTH 15° 56' 18" EAST, 35.98 FEET TO THE ACTUAL POINT OF BEGINNING. PARCEL TWO: A PORTION OF PARCEL A OF THE AMENDED MAP OF SUBDIVISION 6265, FILED OCTOBER 19, 1983, IN BOOK 274 OF MAPS PAGE 1, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: May 23, 2017 Contra Costa County Board of Supervisors 668 BEGINNING ON THE EAST LINE OF DOUGLAS DRIVE AT THE NORTHWEST CORNER OF LOT 3 OF THE AMENDED MAP OF SUBDIVISION 6265, BOOK 274 OF MAPS, PAGE 1; THENCE SOUTHERLY ALONG THE WEST LINE OF SAID LOT 3, SOUTH 15° 56' 18" EAST, 81.86 FEET; THENCE LEAVING SAID WEST THE NORTH 29° 43' 13" WEST, 36.99 FEET; THENCE NORTH 5° 04' 43" WEST, 46,77 FEET TO THE POINT OF BEGINNING. APN: 376210045 May 23, 2017 Contra Costa County Board of Supervisors 669 Health Services Administration 597 Center Avenue, Martinez California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: PARCEL "C", MAP OF SUBDIVISION MS 551-85, FILED AUGUST 15, 1985, BOOK 117 OF PARCEL MAPS, PAGE 36, CONTRA COSTA COUNTY RECORDS, AS AMENDED BY THAT CERTAIN CERTIFICATE OF CORRECTION RECORDED MARCH 17, 1986, BOOK 12786, PAGE 468, OFFICIAL RECORDS. PARCEL TWO: RIGHT OF WAY CREATED IN REFERENCE TO PARCEL ONE ABOVE IN THE DEED FROM DUFFEL FINANCIAL AND CONSTRUCTION COMPANY TO CALIFORNIA COUNTIES LEASE FINANCING AUTHORITY, DATED SEPTEMBER 29, 1989 AND RECORDED OCTOBER 02, 1989, BOOK 15385, PAGE 560, OFFICIAL RECORDS, AS FOLLOWS: AN EASEMENT (NOT TO BE EXCLUSIVE) AS AN APPURTENANCE TO PARCEL ONE ABOVE FOR PRIVATE ACCESS AND PARKING OVER THAT PORTION OF PARCEL "B", MAP OF SUBDIVISION MS 551-85, FILED AUGUST 15, 1985, BOOK 117 OF PARCEL MAPS, PAGE 36, CONTRA COSTA COUNTY RECORDS, LYING WITHIN THE AREA DESIGNATED AS "PRIVATE ACCESS AND PARKING EASEMENT" ON SAID PARCEL MAP. PARCEL THREE: ALL RIGHT, TITLE AND INTEREST, INCLUDING EASEMENTS, APPURTENANT TO PARCEL ONE ABOVE CREATED BY THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR MUIRWOOD MARTINEZ COMPLEX, DATED OCTOBER 09, 1985 AND RECORDED JUNE 19, 1986, BOOK 12949, PAGE 20, OFFICIAL RECORDS (THE "DECLARATION") IN AND TO THOSE PORTIONS OF THE COMMON AREA (AS DEFINED IN THE DECLARATION) LOCATED ON PARCELS "A" AND "B" (117 PM 36). APN: 162-493-014-3 May 23, 2017 Contra Costa County Board of Supervisors 670 EXHIBIT B Base Rental Payment Schedule Aggregate of all Facilities Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: * Payable three Business Days before due date. May 23, 2017 Contra Costa County Board of Supervisors 671 Summit Center 2530 Arnold Drive, Martinez, California Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: * Payable three Business Days before due date. May 23, 2017 Contra Costa County Board of Supervisors 672 Contra Costa District Attorney’s Office 900 Ward Street, Martinez, California Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: * Payable three Business Days before due date. May 23, 2017 Contra Costa County Board of Supervisors 673 Department of Conservation and Development 30 Muir Road, Martinez, California Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: * Payable three Business Days before due date. May 23, 2017 Contra Costa County Board of Supervisors 674 Employment and Human Services Department 40 Douglas Drive, Martinez, California Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: * Payable three Business Days before due date. May 23, 2017 Contra Costa County Board of Supervisors 675 Health Services Administration 597 Center Avenue, Martinez California Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: * Payable three Business Days before due date. May 23, 2017 Contra Costa County Board of Supervisors 676 EXHIBIT C Lease Terms Facility Term Maximum Extension Summit Center 6/1/2032 6/1/2042 Contra Costa County District Attorney’s Office 6/1/2032 6/1/2042 Department of Conservation and Development 6/1/2032 6/1/2042 Employment and Human Services Department 6/1/2032 6/1/2042 Health Services Administration 6/1/2032 6/1/2042 May 23, 2017 Contra Costa County Board of Supervisors 677 EXHIBIT D Capital Projects “Capital Projects” means various public capital improvements and projects, including, but not limited to (i) acquisition and construction of a new County Administration Building and (ii) acquisition and construction of a new Emergency Operations Center, each located in the City of Martinez, California. May 23, 2017 Contra Costa County Board of Supervisors 678 EXHIBIT E Form of Budget Certificate County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects) 2017 Series B 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 May 1, 2017, between the County of Contra Costa Public Financing Authority and the County: 2017 Series B Total Budgeted Base Rental Payments Additional Payments COUNTY OF CONTRA COSTA By: Authorized Representative May 23, 2017 Contra Costa County Board of Supervisors 679 EXHIBIT F Form of Insurance Certificate County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects) 2017 Series B 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 May 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 May 23, 2017 Contra Costa County Board of Supervisors 680 [Attach List of Insurance Coverage] May 23, 2017 Contra Costa County Board of Supervisors 681 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 May 23, 2017, and the County consents to recordation thereof by its duly authorized officer. COUNTY OF CONTRA COSTA, as Sublessee By: Federal D. Glover Chair of the Board of Supervisors Attest: By: Jami Napier Chief Assistant Clerk of the Board of Supervisors May 23, 2017 Contra Costa County Board of Supervisors 682 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 May 23, 2017 Contra Costa County Board of Supervisors 683 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 (Capital Projects) 2017 Series B Dated as of May 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 May 23, 2017 Contra Costa County Board of Supervisors 684 SECTION 1. Lease of Facilities ....................................................................................... 1 SECTION 2. Term ............................................................................................................ 2 SECTION 3. Rental .......................................................................................................... 2 SECTION 4. Purpose ........................................................................................................ 2 SECTION 5. Environmental Law and Regulations .......................................................... 2 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; Liens .............................................................................. 7 SECTION 13. Waiver of Personal Liability ....................................................................... 7 SECTION 14. Taxes ........................................................................................................... 7 SECTION 15. Eminent Domain ......................................................................................... 8 SECTION 16. Further Assurances...................................................................................... 8 SECTION 17. Nondiscrimination....................................................................................... 8 SECTION 18. Partial Invalidity.......................................................................................... 8 SECTION 19. Notices ........................................................................................................ 9 SECTION 20. Section Headings ........................................................................................ 9 SECTION 21. Amendment ................................................................................................. 9 SECTION 22. Definitions................................................................................................... 9 SECTION 23. Execution .................................................................................................... 9 EXHIBIT A Description of Facilities ................................................................................. A-1 EXHIBIT B Lease Terms ................................................................................................... B-1 May 23, 2017 Contra Costa County Board of Supervisors 685 SITE LEASE This Site Lease, dated as of May 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 certain capital improvements for the County; WHEREAS, the Authority has agreed to issue $[__________] principal amount of its Lease Revenue Bonds (Capital Projects), 2017 Series B (the “Bonds”), pursuant to a Trust Agreement, dated as of May 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 certain capital improvements for the County (the “Capital Projects”) 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 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 May 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: 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 May 23, 2017 Contra Costa County Board of Supervisors 686 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, on May 26, 2017 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, as set forth in the Trust Agreement and applied along with other proceeds of the Bonds to finance the Capital Projects. 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. May 23, 2017 Contra Costa County Board of Supervisors 687 “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, 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. May 23, 2017 Contra Costa County Board of Supervisors 688 (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 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 May 23, 2017 Contra Costa County Board of Supervisors 689 (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 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. May 23, 2017 Contra Costa County Board of Supervisors 690 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 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 May 23, 2017 Contra Costa County Board of Supervisors 691 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 2017-B 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 2017-B Project regardless of responsibility for negligence, but excepting the active negligence of the person or entity seeking indemnity. 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. May 23, 2017 Contra Costa County Board of Supervisors 692 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. 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 May 23, 2017 Contra Costa County Board of Supervisors 693 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. May 23, 2017 Contra Costa County Board of Supervisors 694 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: Jami Napier Chief Assistant Clerk of the Board of Supervisors COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, Lessee By: Federal D. Glover Chair of the Board of Directors Attest: By: Lisa Driscoll Deputy Executive Director and Assistant Secretary of the Board of Directors May 23, 2017 Contra Costa County Board of Supervisors 695 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 May 23, 2017 Contra Costa County Board of Supervisors 696 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 May 23, 2017 Contra Costa County Board of Supervisors 697 EXHIBIT A Description of Facilities Summit Center 2530 Arnold Drive, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: LOT 1, AS SHOWN ON THE MAP OF SUBDIVISION 6207, "CREST OFFICE PARK" FILED, DECEMBER 26, 1986, IN BOOK 310 OF MAPS, PAGE 6, CONTRA COSTA COUNTY RECORDS. EXCEPTING FROM PARCEL ONE ABOVE: THAT PORTION OF LAND DESCRIBED IN THAT DEED TO CONTRA COSTA COUNTY WATER DISTRICT RECORDED JANUARY 28, 1987, BOOK 13414, PAGE 96. PARCEL TWO: A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCEL ONE ABOVE FOR DRAINAGE PURPOSES, AS GRANTED IN THE GRANT OF EASEMENT FROM JOHNSON CLARK, ET UX, RECORDED APRIL 03, 1981, IN BOOK 10267, PAGE 169, OFFICIAL RECORDS, OVER, UNDER AND ACROSS A STRIP OF LAND DESCRIBED AS FOLLOWS: PORTION OF RANCHO LAS JUNTAS, DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY CORNER OF LOT "D" AS SHOWN ON THE MAP ENTITLED "MAP OF VINE HILL HOMESTEAD TRACT, CONTRA COSTA COUNTY CALIFORNIA", FILED APRIL 17, 1884 IN BOOK B OF MAPS, PAGE 42, CONTRA COSTA COUNTY RECORDS; THENCE SOUTH 63° 57' 13" EAST, 207.98 FEET, ALONG THE SOUTHWEST LINE OF SAID LOT "D" M 42) TO THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE FROM SAID POINT OF BEGINNING SOUTH 63° 57' 13" EAST, 10.00 FEET ALONG THE SOUTHWEST LINE OF SAID LOT "D" IB M 42); THENCE SOUTH 26° 02' 47" WEST, 30.00 FEET; THENCE NORTH 63° 57' 13" WEST, 10.00 FEET; THENCE NORTH 26° 02' 47" EAST, 30.00 FEET TO THE POINT OF BEGINNING. May 23, 2017 Contra Costa County Board of Supervisors 698 PARCEL THREE: A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCEL ONE ABOVE FOR INGRESS AND EGRESS PURPOSES, TRAFFIC SIGNAL FACILITIES AND FOR ALL PUBLIC UTILITIES, AS GRANTED IN THE GRANT DEED FROM JAY PROPERTY SYSTEMS, INC., A CALIFORNIA CORPORATION, RECORDED DECEMBER 26, 1986, IN BOOK 13345, PAGE 726, OFFICIAL RECORDS, OVER, UNDER AND ACROSS ALL THAT PORTION OF LOT 2, AS SHOWN ON THE MAP OF SUBDIVISION 6207, (310 M 6) LYING WITHIN THE STRIPS OF LAND DESIGNATED AS "PROPOSED 60 FT. NON- EXCLUSIVE EASEMENT" AND "TRAFFIC SIGNAL FACILITIES EASEMENT & 60 FT. NON-EXCLUSIVE EASEMENT" ON THE ABOVE REFERRED TO MAP OF SUBDIVISION 6207, BEING A STRIP OF LAND THIRTY (30') FEET WIDE WITHIN SAID LOT 2 AND THIRTY (30') FEET WIDE WITHIN LOT 1 OF SAID SUBDIVISION 6207. EXCEPTING FROM PARCEL THREE: ALL THAT PORTION THEREOF, 30 FEET IN WIDTH, LYING WITHIN LOT 1 OF SAID SUBDIVISION 6207. PARCEL FOUR: A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCEL ONE ABOVE FOR MAINTENANCE, REPAIR AND REPLACEMENT OF THE COMMON DRIVEWAY IMPROVEMENTS AND FOR VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS, AS GRANTED IN THE COMMON DRIVEWAY CONSTRUCTION, MAINTENANCE AND RECIPROCAL EASEMENT AGREEMENT FROM JAY PROPERTY SYSTEMS, INC., A CALIFORNIA CORPORATION, RECORDED DECEMBER 26, 1986, IN BOOK 13345, PAGE 756, OFFICIAL RECORDS, OVER, UNDER, ACROSS ALL THAT PORTION OF LOT 2 ON THE ABOVE REFERRED TO MAP OF SUBDIVISION 6207, BEING A STRIP OF LAND TEN (10') FEET WIDE ADJACENT TO, OUTSIDE AND ALONG THE ENTIRE LENGTH OF THE EASEMENT AREA LOCATED THEREON DESIGNATED "PROPOSED 60 FT. NON-EXCLUSIVE EASEMENT" AND "TRAFFIC SIGNAL FACILITIES EASEMENT & 60 FT. NON- EXCLUSIVE EASEMENT". APN 161-510-001 May 23, 2017 Contra Costa County Board of Supervisors 699 Contra Costa County District Attorney’s Office 900 Ward Street, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: LOT 6 AND A PORTION OF LOT 5, BLOCK 327, OF THE ADDITIONAL SURVEY OF THE TOWN OF MARTINEZ, AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST EASTERLY CORNER OF SAID BLOCK 327; THENCE FROM SAID POINT OF BEGINNING NORTH 37° 24' WEST, ALONG THE EAST LINE OF SAID BLOCK 327, 99.08 FEET TO THE MOST NORTHERLY CORNER OF SAID LOT 6; THENCE SOUTH 57° 54' 30" WEST, ALONG THE NORTH LINE OF SAID LOTS 6 AND 5, 92.49 FEET TO THE EAST LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO PETER LYHNE, RECORDED JANUARY 11, 1926, BOOK 20, OFFICIAL RECORDS, PAGE 38; THENCE SOUTH 33° 43' EAST, ALONG SAID EAST LINE AND ALONG THE EAST LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO R. J. HERSEY, ET UX, RECORDED JANUARY 25, 1945, BOOK 810, OFFICIAL RECORDS, PAGE 375, 100.06 FEET TO THE SOUTH LINE OF SAID BLOCK 327; THENCE NORTH 57° 28' EAST, ALONG SAID SOUTH LINE, 98.83 FEET TO THE POINT OF BEGINNING. PARCEL TWO: PORTION OF BLOCK 327 OF THE ADDITIONAL SURVEY OF THE TOWN OF MARTINEZ, AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF GREEN STREET WITH THE EAST LINE OF LAS JUNTAS STREET; THENCE FROM SAID POINT OF BEGINNING ALONG SAID LINE OF LAS JUNTAS STREET, NORTH 33° 43' WEST, 50 FEET TO THE SOUTH LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO PETER LYHNE, RECORDED JANUARY 11, 1926, BOOK 20, OFFICIAL RECORDS, PAGE 38; THENCE ALONG SAID SOUTH LINE NORTH 57° 50' EAST, 97 FEET; THENCE SOUTH 33° 43' EAST, PARALLEL TO LAS JUNTAS STREET, 50 FEET, MORE OR LESS, TO THE NORTH LINE OF GREEN STREET; THENCE ALONG SAID LINE SOUTH 57° 28' WEST, 97 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. May 23, 2017 Contra Costa County Board of Supervisors 700 PARCEL THREE: LOT 3, BLOCK 327, ADDITIONAL SURVEY OF THE TOWN OF MARTINEZ AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA. PARCEL FOUR: PORTION OF LOTS 4 AND 5, BLOCK 327, ADDITIONAL SURVEY TOWN OF MARTINEZ, AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE BOUNDARY LINE BETWEEN LOTS 3 AND 4 WITH THE EASTERLY BOUNDARY LINE OF LAS JUNTAS STREET; THENCE SOUTHERLY ALONG SAID EASTERLY BOUNDARY LINE OF LAS JUNTAS STREET, 50 FEET; THENCE EASTERLY ON A LINE PARALLEL TO THE NORTHERLY BOUNDARY LINE OF GREEN STREET, 97 FEET; THENCE WESTERLY ON A LINE PARALLEL TO LAS JUNTAS STREET, 50 FEET, MORE OR LESS, TO THE INTERSECTION OF THE SAME WITH THE SOUTHERLY BOUNDARY LINE OF LOT 2 IN SAID BLOCK; THENCE WESTERLY ALONG THE SOUTHERLY BOUNDARY LINE OF LOTS 2 AND 3 TO THE POINT OF BEGINNING, BEING A LOT 50 FEET BY 97 FEET WITH A 50 FOOT FRONTAGE ON LAS JUNTAS STREET. APN: 373-267-005 May 23, 2017 Contra Costa County Board of Supervisors 701 Department of Conservation and Development 30 Muir Road, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: PARCEL A, AS SHOWN ON THAT CERTAIN PARCEL MAP M.S. 552-82 FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA ON MAY 27, 1982, IN BOOK 101 OF PARCEL MAPS, PAGE 17. PARCEL TWO: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 22 FEET IN WIDTH, THE CENTER LINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING ON THE NORTHERLY LINE OF PARCEL "1" AS SHOWN ON THE PARCEL MAP FILED NOVEMBER 02, 1981, IN BOOK 98 OF PARCEL MAPS, PAGE 12, CONTRA COSTA COUNTY RECORDS, DISTANT THEREON WESTERLY ALONG THE ARC OF A CURVE TO THE LEFT WITH A RADIUS OF 370.03 FEET, THROUGH A CENTRAL ANGLE OF 4° 04' 09", AN ARC DISTANCE OF 26.82 FEET, FROM THE NORTHEASTERLY CORNER THEREOF; THENCE FROM SAID POINT OF BEGINNING, SOUTH 2° 34' 44" WEST, 30.28 FEET AND SOUTH 20° 28' 45" WEST, 200.11 FEET. PARCEL THREE: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 22 FEET IN WIDTH THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: COMMENCING ON THE LINE DESCRIBED AS "NORTH 29° 00' 00" EAST, 314.32 FEET", IN PARCEL ONE ABOVE DISTANT THEREON SOUTH 29° 00' 00" WEST, 39.00 FEET FROM THE NORTHERLY TERMINUS THEREOF; THENCE FROM SAID POINT OF COMMENCEMENT SOUTH 61° 00' 00' 00" EAST, 56.5 FEET; THENCE NORTH 29° 00' 00" EAST, 66.66 FEET; THENCE NORTHEASTERLY ALONG A TANGENT CURVE TO THE RIGHT WITH A RADIUS OF 161.34 FEET, THROUGH A CENTRAL ANGLE OF 25° 03' 28", AN ARC DISTANCE OF 70.56 FEET TO A POINT ON THE LINE DESCRIBED AS "SOUTH 35° 56' May 23, 2017 Contra Costa County Board of Supervisors 702 32" EAST 79.24 FEET" IN PARCEL ONE ABOVE, BEING THE TRUE POINT OF BEGINNING; THENCE FROM SAID POINT OF BEGINNING EASTERLY ALONG A COMPOUND CURVE WITH A RADIUS OF 437.54 FEET, THROUGH A CENTRAL ANGLE OF 18° 12' 28", AN ARC DISTANCE OF 139.04 FEET; THENCE ALONG A COMPOUND CURVE WITH A RADIUS OF 325.53 FEET, THROUGH A CENTRAL ANGLE OF 19° 29' 59", AN ARC DISTANCE OF 110.80 FEET, TO A POINT ON THE CENTERLINE OF PARCEL TWO ABOVE, WHICH BEARS NORTH 20° 28' 45" EAST, 185.11 FEET FROM THE SOUTHERLY TERMINUS THEREOF. PARCEL FOUR: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 18 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY TERMINUS OF PARCEL TWO ABOVE; THENCE FROM SAID POINT OF BEGINNING SOUTHWESTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 44 FEET, THE TANGENT OF WHICH BEARS NORTH 20° 28' 45" EAST, THROUGH A CENTRAL ANGLE OF 68° 31' 15", AN ARC DISTANCE OF 52.62 FEET; THENCE SOUTH 89° 00' 00" WEST, 37.96 FEET; THENCE SOUTH 29° 00' 00" WEST, 67.72 FEET TO A POINT ON THE LINE DESCRIBED AS "SOUTH 20° 28' 45" WEST, 61.5 FEET" IN PARCEL ONE ABOVE, DISTANT NORTH 20° 28' 45" EAST, 51.54 FEET FROM THE SOUTHERLY TERMINUS THEREOF; THENCE SOUTH 20° 28' 45" WEST ALONG SAID LINE, 51.54 FEET. EXCEPTING THEREFROM: THAT PORTION THEREOF LYING WITHIN PARCEL ONE ABOVE. PARCEL FIVE: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 18 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY TERMINUS OF PARCEL TWO ABOVE; THENCE FROM SAID POINT OF BEGINNING ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 44 FEET, THE TANGENT OF WHICH BEARS NORTH 20° 28' 45" EAST, THROUGH A CENTRAL ANGLE OF 35° 13' 15", AN ARC DISTANCE OF 27.05 FEET; May 23, 2017 Contra Costa County Board of Supervisors 703 THENCE ALONG A REVERSE CURVE WITH A RADIUS OF 44 FEET, THROUGH A CENTRAL ANGLE OF 35° 13' 35", AN ARC DISTANCE OF 27.05 FEET; THENCE SOUTH 20° 28' 45" WEST, 148.31 FEET TO A POINT ON THE LINE DESCRIBED AS "SOUTH 69° 31' 15" EAST, 21.5 FEET" IN PARCEL ONE ABOVE, DISTANT NORTH 69° 31' 15" WEST, 9.00 FEET FROM THE EASTERLY TERMINUS THEREOF. (NOTE: THE EXTERIOR BOUNDARY LINES OF THE EASEMENTS DESCRIBED AS PARCELS TWO, THREE, FOUR AND FIVE ABOVE ARE TO BE LENGTHENED OR SHORTENED SO AS TO FORM CONTINUOUS STRIPS OF LAND.) APN: 162-493-009 May 23, 2017 Contra Costa County Board of Supervisors 704 Employment and Human Services Department 40 Douglas Drive, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: A PORTION OF LOT 3 OF THE AMENDED MAP OF SUBDIVISION 6265, FILED OCTOBER 19, 1983, IN BOOK 274 OF MAPS, PAGE 1, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST EASTERLY CORNER OF SAID LOT 3; THENCE ALONG THE SOUTHEAST LINE OF SAID LOT 3 SOUTH 53° 04' 05" WEST, 226.00 FEET; THENCE SOUTH 61° 03' 07" WEST, 91.39 FEET TO THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE FROM SAID POINT OF BEGINNING SOUTH 61° 03' 07" WEST, 285.71 FEET; THENCE NORTH 67° 29' 47" WEST, 57.91 FEET; THENCE NORTH 15° 56' 18" WEST, 117.83 FEET TO A POINT ON A CURVE AND BEING ON THE SOUTH RIGHT OF WAY LINE OF DOUGLAS DRIVE; THENCE ALONG SAID SOUTH RIGHT OF WAY LINE AND BEING A NONTANGENT CURVE TO THE RIGHT FROM WHICH THE CENTER BEARS SOUTH 67° 00' 24° EAST HAVING A RADIUS OF 160.00 FEET, THROUGH A CENTRAL ANGLE OF 34° 22' 48", AN ARC LENGTH OF 96.01 FEET; THENCE TANGENT TO THE LAST CURVE NORTH 57° 22' 25" EAST, 192.51 FEET; THENCE NORTH 54° 10' 20" EAST, 14.05 FEET; THENCE LEAVING SAID SOUTH LINE OF DOUGLAS DRIVE SOUTH 24° 41' 00" EAST, 89.31 FEET; THENCE SOUTH 36° 55' 55" EAST, 134.03 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM: THAT PORTION OF SAID LOT 3 DESCRIBED AS FOLLOWS: BEGINNING ON THE EAST LINE OF DOUGLAS DRIVE AT THE NORTHWEST CORNER OF LOT 3; THENCE SOUTHERLY ALONG THE WEST LINE OF LOT 3, SOUTH 15° 56' 18" EAST, 117.84 FEET TO THE ACTUAL POINT OF BEGINNING; THENCE ALONG THE SOUTHWEST LINE OF SAID LOT 3, SOUTH 67° 29' 47" EAST, 14.00 FEET; THENCE NORTH 29° 43' 13" WEST, 46.01 FEET; THENCE SOUTH 15° 56' 18" EAST, 35.98 FEET TO THE ACTUAL POINT OF BEGINNING. PARCEL TWO: A PORTION OF PARCEL A OF THE AMENDED MAP OF SUBDIVISION 6265, FILED OCTOBER 19, 1983, IN BOOK 274 OF MAPS PAGE 1, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: May 23, 2017 Contra Costa County Board of Supervisors 705 BEGINNING ON THE EAST LINE OF DOUGLAS DRIVE AT THE NORTHWEST CORNER OF LOT 3 OF THE AMENDED MAP OF SUBDIVISION 6265, BOOK 274 OF MAPS, PAGE 1; THENCE SOUTHERLY ALONG THE WEST LINE OF SAID LOT 3, SOUTH 15° 56' 18" EAST, 81.86 FEET; THENCE LEAVING SAID WEST THE NORTH 29° 43' 13" WEST, 36.99 FEET; THENCE NORTH 5° 04' 43" WEST, 46,77 FEET TO THE POINT OF APN: 376210045 May 23, 2017 Contra Costa County Board of Supervisors 706 Health Services Administration 597 Center Avenue, Martinez California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: PARCEL "C", MAP OF SUBDIVISION MS 551-85, FILED AUGUST 15, 1985, BOOK 117 OF PARCEL MAPS, PAGE 36, CONTRA COSTA COUNTY RECORDS, AS AMENDED BY THAT CERTAIN CERTIFICATE OF CORRECTION RECORDED MARCH 17, 1986, BOOK 12786, PAGE 468, OFFICIAL RECORDS. PARCEL TWO: RIGHT OF WAY CREATED IN REFERENCE TO PARCEL ONE ABOVE IN THE DEED FROM DUFFEL FINANCIAL AND CONSTRUCTION COMPANY TO CALIFORNIA COUNTIES LEASE FINANCING AUTHORITY, DATED SEPTEMBER 29, 1989 AND RECORDED OCTOBER 02, 1989, BOOK 15385, PAGE 560, OFFICIAL RECORDS, AS FOLLOWS: AN EASEMENT (NOT TO BE EXCLUSIVE) AS AN APPURTENANCE TO PARCEL ONE ABOVE FOR PRIVATE ACCESS AND PARKING OVER THAT PORTION OF PARCEL "B", MAP OF SUBDIVISION MS 551-85, FILED AUGUST 15, 1985, BOOK 117 OF PARCEL MAPS, PAGE 36, CONTRA COSTA COUNTY RECORDS, LYING WITHIN THE AREA DESIGNATED AS "PRIVATE ACCESS AND PARKING EASEMENT" ON SAID PARCEL MAP. PARCEL THREE: ALL RIGHT, TITLE AND INTEREST, INCLUDING EASEMENTS, APPURTENANT TO PARCEL ONE ABOVE CREATED BY THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR MUIRWOOD MARTINEZ COMPLEX, DATED OCTOBER 09, 1985 AND RECORDED JUNE 19, 1986, BOOK 12949, PAGE 20, OFFICIAL RECORDS (THE "DECLARATION") IN AND TO THOSE PORTIONS OF THE COMMON AREA (AS DEFINED IN THE DECLARATION) LOCATED ON PARCELS "A" AND "B" (117 PM 36). APN: 162-493-014-3 May 23, 2017 Contra Costa County Board of Supervisors 707 EXHIBIT B Lease Terms Facility Term Maximum Extension Summit Center 6/1/2032 6/1/2042 Contra Costa County District Attorney’s Office 6/1/2032 6/1/2042 Department of Conservation and Development 6/1/2032 6/1/2042 Employment and Human Services Department 6/1/2032 6/1/2042 Health Services Administration 6/1/2032 6/1/2042 May 23, 2017 Contra Costa County Board of Supervisors 708 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 May 23, 2017, pursuant to authority conferred by Resolution No. 2017/[_] of the Authority adopted on May 23, 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: Lisa Driscoll Deputy Executive Director and Assistant Secretary of the Board of Directors May 23, 2017 Contra Costa County Board of Supervisors 709 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 May 23, 2017 Contra Costa County Board of Supervisors 710 CONTINUING COVENANT AGREEMENT dated as of May 1, 2017, among COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, COUNTY OF CONTRA COSTA, DNT ASSET TRUST, as Purchaser and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Bondholder Representative relating to $100,000,000 COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (REFUNDING AND CAPITAL PROJECTS) 2017 SERIES B May 23, 2017 Contra Costa County Board of Supervisors 711 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 ...............................................12 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 COUNTY’S AND AUTHORITY’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 3.06. Obligations Absolute ...........................................................................18 Section 3.07. Prepayment; Funding Indemnity..........................................................18 Section 3.08. City’s Obligations Are Payable Pursuant to Terms of Sublease ...............................................................................................19 ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE OF BONDS ....................................19 Section 4.01. Documentary Requirements.................................................................19 Section 4.02. Litigation ..............................................................................................22 Section 4.03. Other Matters .......................................................................................22 Section 4.04. Payment of Fees and Expenses ............................................................22 ARTICLE V REPRESENTATIONS AND WARRANTIES ........................................................23 Section 5.01. Representations of the County .............................................................23 Section 5.02. Representations of the Authority .........................................................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 .................................32 Section 6.04. Insurance ..............................................................................................33 Section 6.05. Reports .................................................................................................33 May 23, 2017 Contra Costa County Board of Supervisors 712 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 6.09. Reserved ...............................................................................................36 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 ..................................................................38 Section 6.19. Other Agreements ................................................................................38 Section 6.20. Immunity from Jurisdiction .................................................................38 Section 6.21. Swap Contracts ....................................................................................39 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.................................................................................40 Section 6.27. Environmental Laws ............................................................................40 Section 6.28. Federal Reserve Board Regulations .....................................................40 Section 6.29. Underlying Rating ................................................................................40 Section 6.31. Repayment of Purchaser ......................................................................40 Section 6.32. Disaster Relief ......................................................................................41 Section 6.33. Voluntary Rent Abatement ..................................................................41 Section 6.25. Operation and Maintenance of the Project...........................................41 Section 6.26. Compliance with Laws; Taxes and Assessments .................................41 Section 6.36. Fair Rental Value .................................................................................41 Section 6.20. 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 the Purchaser ..............................................................................................46 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 May 23, 2017 Contra Costa County Board of Supervisors 713 Section 9.01. Patriot Act Notice ................................................................................47 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. Prior Understandings ...........................................................................51 Section 9.11. Duration ...............................................................................................51 Section 9.12. Counterparts .........................................................................................51 Section 9.13. Successors and Assigns........................................................................51 Section 9.14. No Advisory or Fiduciary Responsibility ............................................53 Section 9.15. Headings ..............................................................................................54 Section 9.16. Electronic Signatures ...........................................................................54 Section 9.17. Bondholder Representative ..................................................................54 EXHIBITS EXHIBIT A – FORM OF COMPLIANCE CERTIFICATE May 23, 2017 Contra Costa County Board of Supervisors 714 CONTINUING COVENANT AGREEMENT This CONTINUING COVENANT AGREEMENT, dated as of May 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”), DNT ASSET TRUST, a Delaware business trust and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION. R ECITALS WHEREAS, the Authority is issuing its Lease Revenue Bonds (Refunding and Capital Projects) 2017 Series B (the “Bonds”) pursuant to a Trust Agreement dated as of May 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 County wishes 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 (as hereinafter defined) has agreed to purchase the Bonds, and as a condition to such purchase, the Bondholder Representative, on behalf of 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, the Bondholder Representative and the Purchaser hereby agree as follows: May 23, 2017 Contra Costa County Board of Supervisors 715 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. “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 Authorized Officer” means any of the following officials of the Authority: the Chair, the Vice-Chair, the Executive Director, the Assistant Executive Director or the Deputy Executive Director or a designee of any such officer. “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 May 23, 2017 Contra Costa County Board of Supervisors 716 Funds Effective 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. “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. “Bondholder Representative” means JPMorgan Chase Bank, National Association, and its successors and assigns. “Bonds” has the meaning set forth in the recitals 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 Bondholder Representative 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 Authorized Officer” means any of the following County officials: the Chair of the Board of Supervisors, the County Administrator of the County or the County Finance Director or by any such officials’ duly appointed designee. “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), (c) or (e) of the definition of Debt) of the County (including, without May 23, 2017 Contra Costa County Board of Supervisors 717 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. “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%). “Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction. “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 May 23, 2017 Contra Costa County Board of Supervisors 718 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, the Bondholder Representative, on behalf of the Purchaser, 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; 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, the Bondholder Representative, on behalf of the Purchaser, or former Bondholder, the Authority shall promptly reimburse, as Additional Payments, but solely from payments made by the County, such Bondholder, the Bondholder Representative, on behalf of the Purchaser, 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. “Effective Date” means May __, 2017 subject to the satisfaction or waiver by the Bondholder Representative, on behalf of 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. May 23, 2017 Contra Costa County Board of Supervisors 719 “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 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 May 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 March 3, 2017, having the document number identified in the Trust Agreement, 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 Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate, provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to zero for the purposes of this Agreement. 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. May 23, 2017 Contra Costa County Board of Supervisors 720 “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. “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. May 23, 2017 Contra Costa County Board of Supervisors 721 “Indemnitee” has the meaning set forth in Section 8.01 hereof. “Investment Policy” means the investment policy of the County delivered to the Bondholder Representative, on behalf of the Purchaser, pursuant to Section 4.01(a)(iv) 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. “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, DNT Asset Trust 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 (a) for each Rental Payment Period, [$____________] or, (b) if the fair rental value of the Facilities has changed after the Effective Date (other than as described in (a) above), including through 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. May 23, 2017 Contra Costa County Board of Supervisors 722 “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. “NYFRB” means the Federal Reserve Bank of New York. “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” means the Office of Foreign Assets Control of the United States Department of the Treasury. “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 Debt 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 the rate of interest per annum publicly announced from time to time by the Bondholder Representative as its prime rate in effect at its principal offices in New York, May 23, 2017 Contra Costa County Board of Supervisors 723 New York. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. 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%). “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, DNT Asset Trust, a Delaware business trust, 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. “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. “Sanction(s)” means any international economic sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority. “Site Lease” means the lease, entitled “Site Lease,” by and between the County and the Authority, dated as of May 1, 2017, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on May __, 2017, having the document number identified in the Trust Agreement, 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. May 23, 2017 Contra Costa County Board of Supervisors 724 “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), 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, a per annum rate equal to [___]. “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 May 23, 2017 Contra Costa County Board of Supervisors 725 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 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 Bondholder Representative, on behalf of the Purchaser, may by notice to the other party hereto, require that the Bondholder Representative, on behalf of the Purchaser, the County and/or the Authority, as applicable, 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 Bondholder Representative, on behalf of 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 May 23, 2017 Contra Costa County Board of Supervisors 726 shall be effective as to this Agreement until specifically agreed to in writing by the parties hereto with specific reference to this Agreement. 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 $100,000,000 for the Bonds (the “Purchase Price”). (b) Closing. On the Effective Date, the County and the Authority shall deliver to the Bondholder Representative, on behalf of the Purchaser, the documents described in Article IV hereof. Upon delivery of such documents and the satisfaction or waiver by the Bondholder Representative, on behalf of 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 Purchase Price, shall be issued to and registered in the name of the Purchaser, or as otherwise directed by the Bondholder Representative, on behalf of the Purchaser. The Bonds shall be so issued and registered to and held by the Bondholder Representative, on behalf of the Purchaser, or as otherwise directed by the Purchaser. 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. May 23, 2017 Contra Costa County Board of Supervisors 727 (b) The principal of 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 Authority 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 Bondholder Representative, on behalf of 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 Bondholder Representative and 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 Bondholder Representative, on behalf of 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 Bondholder Representative and the Purchaser; (iii) the reasonable fees and out-of-pocket expenses for counsel or other reasonably required consultants to the Bondholder Representative and the Purchaser in connection with advising the Bondholder Representative, on behalf of 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 May 23, 2017 Contra Costa County Board of Supervisors 728 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 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 reasonably determined by such Bondholder (or, if applicable, the May 23, 2017 Contra Costa County Board of Supervisors 729 Purchaser) 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 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. May 23, 2017 Contra Costa County Board of Supervisors 730 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; May 23, 2017 Contra Costa County Board of Supervisors 731 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 Bondholder Representative, on behalf of 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. Prepayment; Funding Indemnity. (a) The Bonds are not subject to prepayment at the option of the County. (b) In the event a Bondholder shall incur any loss, cost, or expense (including, without limitation, any loss, cost, or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired or contracted to be acquired by such Bondholder to purchase or May 23, 2017 Contra Costa County Board of Supervisors 732 hold the Bonds or the relending or reinvesting of such deposits or other funds or amounts paid or prepaid to the Bondholder or the Bondholder Representative, on behalf of the Purchaser, as applicable) as a result of any purchase, redemption (not including the redemptions required pursuant to Sections 4.01 or 4.03 of the Trust Agreement) or other prepayment of the Bonds for any reason, whether before or after default, and whether or not such payment is required by any provision of this Agreement or the Trust Agreement, then upon the demand of such Bondholder, the County shall pay to such Bondholder or the Bondholder Representative, on behalf of the Purchaser, as applicable, a premium in such amount as will reimburse such Bondholder for such loss, cost, or expense. If such Bondholder requests such premium, it shall provide to the County, a certificate prepared in good faith and in reasonable detail setting forth the computation of the loss, cost, or expense giving rise to the request for such premium in reasonable detail and such certificate shall be conclusive if reasonably determined. 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 Bondholder Representative 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 Bondholder Representative. May 23, 2017 Contra Costa County Board of Supervisors 733 (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 (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 Bondholder Representative or on which the Purchaser and the Bondholder Representative are 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 Bondholder Representative 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 Authority 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 Bondholder Representative may reasonably request; and May 23, 2017 Contra Costa County Board of Supervisors 734 (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 Bondholder Representative 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, 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 Bondholder Representative; May 23, 2017 Contra Costa County Board of Supervisors 735 (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 Bondholder Representative, with such endorsements and affirmative coverages as may be reasonably required by the Bondholder Representative, and otherwise in form and substance satisfactory to the Bondholder Representative and its counsel; (viii) a flood zone determination on the Facilities and, if located within a special flood hazard area, evidence of flood insurance on the Facilities, in each case, in form and substance satisfactory to the Bondholder Representative, on behalf of the Purchaser; and (ix) 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. Section 4.02. Litigation. The Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of the Purchaser, may reasonably request. 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 Bondholder Representative and its counsel, and the Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of the Purchaser, may reasonably request. Section 4.04. Payment of Fees and Expenses. On or prior to the Effective Date, the Bondholder Representative, on behalf of 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; and (ii) any fee payable to the California Debt and Investment Advisory Commission by the Purchaser with respect to the Bonds. May 23, 2017 Contra Costa County Board of Supervisors 736 ARTICLE V REPRESENTATIONS AND WARRANTIES Section 5.01. Representations of the County. The County makes the following representations and warranties to the Bondholder Representative, on behalf of the Purchaser, and 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 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 May 23, 2017 Contra Costa County Board of Supervisors 737 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 Bondholder Representative, on behalf of the Purchaser, has received an opinion of counsel satisfactory to the Bondholder Representative, on behalf of the Purchaser, in form and substance satisfactory to the Bondholder Representative, on behalf of the Purchaser, and the Bondholder Representative’s legal counsel, to the effect that such action, suit or proceeding is without substantial merit. (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 Macias, Gini & O’Connell LLP, or a nationally recognized independent public accountants reasonably acceptable to the Bondholder Representative, on behalf of the Purchaser, heretofore furnished to the Bondholder Representative, on behalf of the Purchaser, (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 May 23, 2017 Contra Costa County Board of Supervisors 738 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. 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 Bondholder Representative, on behalf 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 Bondholder Representative, on behalf of the Purchaser, were, at the time the same were so furnished, correct in all material respects. May 23, 2017 Contra Costa County Board of Supervisors 739 Any financial, budget and other projections furnished by the County to the Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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. (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 interest rate on the obligations of the County under the Related Documents and the Bonds and all other Obligations hereunder will not violate California usury limitations. (q) Nature of Obligations. The Bonds and the other Obligations are payable from the Lease Payments appropriated from the County’s general fund. May 23, 2017 Contra Costa County Board of Supervisors 740 (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, 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 of 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 May 23, 2017 Contra Costa County Board of Supervisors 741 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) OFAC. To the knowledge of the County, the County, (a) is not currently the subject of any Sanctions, (b) is not located, organized or residing in any Designated Jurisdiction, or (c) is not or has not been (within the previous five (5) years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. The proceeds from the Bonds or the transaction contemplated by this Agreement have not been used, directly or indirectly, to lend, contribute, provide or otherwise be made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Bondholder) of Sanctions. Section 5.02. Representations of the Authority. The Authority makes the following representations and warranties to the Bondholder Representative, on behalf of the Purchaser, and 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 Conservation 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. May 23, 2017 Contra Costa County Board of Supervisors 742 (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 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, May 23, 2017 Contra Costa County Board of Supervisors 743 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 Bondholder Representative, on behalf of the Purchaser, has received an opinion of counsel satisfactory to the Bondholder Representative, on behalf of the Purchaser, in form and substance satisfactory to the Bondholder Representative, on behalf of the Purchaser, and the Bondholder Representative’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 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 May 23, 2017 Contra Costa County Board of Supervisors 744 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 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 Bondholder Representative, on behalf of 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) May 23, 2017 Contra Costa County Board of Supervisors 745 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 interest rate on obligations of the Authority under the Related Documents and the Bonds and all other Obligations will not violate any California usury limitations. (p) OFAC. To the knowledge of the Authority, the Authority, (a) is not currently the subject of any Sanctions, (b) is not located, organized or residing in any Designated Jurisdiction, or (c) is not or has not been (within the previous five (5) years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. The proceeds from the Bonds or the transaction contemplated by this Agreement have not been used, directly or indirectly, to lend, contribute, provide or otherwise be made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Bondholder) of Sanctions. 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 Bondholder Representative, on behalf of the Bondholder Representative, on behalf of 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 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 May 23, 2017 Contra Costa County Board of Supervisors 746 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 Bondholder Representative, on behalf of the Purchaser in form and detail satisfactory to the Bondholder Representative, on behalf of 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 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 May 23, 2017 Contra Costa County Board of Supervisors 747 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 Bondholder Representative, on behalf of 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) Reserved. (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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf 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; 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. May 23, 2017 Contra Costa County Board of Supervisors 748 (g) Litigation. As promptly as practicable, written notice to the Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of the Purchaser, (at the expense of the Bondholder Representative, 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 Bondholder Representative 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 Bondholder Representative, on behalf of 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 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 May 23, 2017 Contra Costa County Board of Supervisors 749 it is specifically waived by the Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of the Purchaser, which shall only be evidenced by the written approval by the Bondholder Representative, on behalf of the Purchaser, of the same; provided that the Bondholder Representative shall not unreasonably withhold such written approval. 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 Bondholder Representative, on behalf 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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. May 23, 2017 Contra Costa County Board of Supervisors 750 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 Bondholder Representative, on behalf 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf 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 Bondholder Representative, on behalf 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 Bondholder Representative, on behalf of 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. May 23, 2017 Contra Costa County Board of Supervisors 751 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 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 requesting a waiver or an amendment or modification of any provisions in such Bank Agreement or related agreements in advance of any such event of default or event or condition occurring (each such event referred to herein as a “Potential Default/Event of Default”), caused or to be 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 Purchaser 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 Bondholder Representative, on behalf of 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 May 23, 2017 Contra Costa County Board of Supervisors 752 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 Bondholder Representative, on behalf of the Purchaser, neither the County nor the Authority will enter into any Swap Contract relating to Debt (i) wherein any 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 Bondholder Representative, on behalf 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. May 23, 2017 Contra Costa County Board of Supervisors 753 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 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 Bondholder Representative, on behalf of 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. May 23, 2017 Contra Costa County Board of Supervisors 754 (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 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 to repair the Facilities 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 County Administrator 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 Board of Supervisors, 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 May 23, 2017 Contra Costa County Board of Supervisors 755 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. 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 Bondholder Representative, on behalf of the 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 Bondholder Representative, on behalf of the Purchaser, provides notice to the County or the Authority of such default; provided, however, that (except for the covenants set forth in Section 6.04, 6.05(f) and 6.07), 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 May 23, 2017 Contra Costa County Board of Supervisors 756 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 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 a County Authorized Officer or an Authority Authorized Officer; 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 May 23, 2017 Contra Costa County Board of Supervisors 757 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 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 Bondholder Representative, on behalf of 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 May 23, 2017 Contra Costa County Board of Supervisors 758 (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. 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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; May 23, 2017 Contra Costa County Board of Supervisors 759 provided, however, that notwithstanding any acceleration of the Bonds, the Purchaser, the Bondholder Representative, the Authority and the County acknowledge that Lease Payments may not be accelerated under the Facilities Lease. Section 7.03. Remedies Cumulative; Solely for the Benefit of the Purchaser. To the extent permitted by, and subject to the mandatory requirements of, applicable Law, each and every 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 or the Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 or Bondholder Representative, on behalf 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 Bondholder Representative, the Purchaser and each other May 23, 2017 Contra Costa County Board of Supervisors 760 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 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. The Purchaser is subject to the Patriot Act and hereby notifies the County and the Authority that pursuant to the requirements of the Patriot Act, the Bondholder Representative, on behalf of the Purchaser, 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 Bondholder Representative, on behalf of the Purchaser, to identify the County and the Authority in accordance with the Patriot Act. The County and the Authority shall, promptly following a request by the Bondholder Representative, on behalf of the Purchaser, provide all documentation and other information that the Bondholder Representative, on behalf of the Purchaser, requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf 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 Bondholder Representative, on behalf of the Purchaser, or the Trustee may make, execute and record any and all such instruments, certificates and other May 23, 2017 Contra Costa County Board of Supervisors 761 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 Bondholder Representative, on behalf of the Purchaser, or the Trustee, the County and/or the Authority, as applicable, 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf 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: May 23, 2017 Contra Costa County Board of Supervisors 762 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 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 Bondholder Representative: ________________________ ________________________ ________________________ ________________________ Attention: _______________ Facsimile: _______________ Telephone: _______________ The Trustee: Wells Fargo Bank, National Association 333 Market Street, 18th Floor San Francisco, California 94105 Attention: Corporate Trust Services Facsimile: (415) 371-3400 Telephone: (415) 801-8583 The Purchaser may rely on any notice (including, to the extent that written notice is not required, telephone communication) purportedly made by or on behalf of the County or the Authority, 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 May 23, 2017 Contra Costa County Board of Supervisors 763 evidenced by certificates of deposit, whether matured or unmatured, but not including trust 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 May 23, 2017 Contra Costa County Board of Supervisors 764 OF ALL CLAIMS PURSUANT TO JUDICIAL REFERENCE AS PROVIDED IN CALIFORNIA CODE OF CIVIL 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. DNT Asset Trust 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 May 23, 2017 Contra Costa County Board of Supervisors 765 written notice to the County, the Authority and the Trustee and such 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 DNT Asset Trust 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, DNT Asset Trust (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 May 23, 2017 Contra Costa County Board of Supervisors 766 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. May 23, 2017 Contra Costa County Board of Supervisors 767 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. Section 9.17. Bondholder Representative. So long as the Purchaser is the Purchaser hereunder, the parties hereto hereby agree that: (i) the Bondholder Representative, on behalf of the Purchaser, shall be the recipient of all notices and other communications and requests delivered pursuant to the terms of this Agreement and the Trust Agreement; (ii) the Bondholder Representative shall be the party to consent, on behalf of the Purchaser, to any request for a waiver or consent from the County or any other party under the Trust Agreement, this Continuing Covenant Agreement or any other Related Document; (iii) the Bondholder Representative, on behalf of the Purchaser, shall exercise any and all rights the Purchaser may have to direct remedies under this Continuing Covenant Agreement; and (iv) to the extent not covered in clauses (i), (ii) and (iii) above, the Bondholder Representative shall take any and all actions under this Continuing Covenant Agreement and the Trust Agreement which may be required or at the discretion of the Bondholder Representative, on behalf of the Purchaser. Notwithstanding the foregoing, if, at any time, the initial Purchaser is not the Purchaser hereunder, this provision and all other references to the Bondholder Representative shall be deemed to be references to the Purchaser. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] May 23, 2017 Contra Costa County Board of Supervisors 768 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the Effective Date. DNT ASSET TRUST By: ____________________________________ Name: ______________________________ Title: _______________________________ COUNTY OF CONTRA COSTA By: ____________________________________ Name: Federal D. Glover Title: Chair of the Board of Supervisors COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: ____________________________________ Name: Federal D. Glover Title: Chair of the Board of Directors JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Bondholder Representative By: ____________________________________ Name: ______________________________ Title: _______________________________ May 23, 2017 Contra Costa County Board of Supervisors 769 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE This Compliance Certificate (this “Certificate”) is furnished to JPMorgan Chase Bank, National Association (the “Bondholder Representative”) pursuant to the Continuing Covenant Agreement dated as of May 1, 2017 (the “Agreement”), among the County of Contra Costa (the “County”), the County of Contra Costa Financing Authority, DNT Asset Trust and the Bondholder Representative. 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 Auditor Controller 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: _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ May 23, 2017 Contra Costa County Board of Supervisors 770 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: Robert R. Campbell Title: Auditor Controller May 23, 2017 Contra Costa County Board of Supervisors 771 SCHEDULE I AMORTIZATION SCHEDULE May 23, 2017 Contra Costa County Board of Supervisors 772 May 23, 2017 Contra Costa County Board of Supervisors 773 May 23, 2017 Contra Costa County Board of Supervisors 774 May 23, 2017 Contra Costa County Board of Supervisors 775 Charles C. Wolf Partner T 213-629-6066 cwolf@nixonpeabody.com 300 S. Grand Avenue, Suite 4100 Los Angeles, CA 90071-3151 213-629-6000 4824-3925-0760.3 May 16, 2017 Sharon L. Anderson County Counsel County of Contra Costa County Counsel’s Office 651 Pine Street, 9th Floor Martinez, CA 94553 Dear Ms. Anderson: The County of Contra Costa (the “County”) has asked Nixon Peabody LLP (the “Firm”) to represent the County as bond counsel for the issuance of lease revenue bonds (the “Bonds”) to finance a new administration building and a new emergency operations center (the “County Matter”). JPMorgan Chase Bank, N.A., or an affiliated entity (collectively, “JPMorgan”), is the expected purchaser of the Bonds. We have been authorized to disclose to you that the Firm represents JPMorgan with respect to various unrelated matters, including financings for businesses and state and local government agencies other than the County. The factual and legal issues likely to arise in the work that the County has asked us to do on the County Matter are unrelated to the work we are presently doing or appear likely to do for JPMorgan. Under the ethics rules that apply to all lawyers, the Firm may not oppose a current client, even on an unrelated matter, without informed consent. This means that we must explain to both JPMorgan and the County the risks and reasonably available alternatives of consenting and that we cannot proceed unless both JPMorgan and the County consent. In deciding whether to consent, you should consider how our representation of JPMorgan as described above could or might affect the County. For example, clients that are asked to waive or consent to conflicts typically should consider whether there is any material risk that “their” attorney will be less zealous or eager on their behalf due to the conflict. Similarly, clients should consider whether there is any material risk that their confidential information will be used adversely to them due to the conflict. The County matter and the existing matters in which we represent JPMorgan are wholly unrelated and will be handled by different lawyers within the Firm. For these reasons, we do not believe that there is any material risk that our commitment and dedication to the County’s interests will be adversely affected, and we believe that we will be able to provide competent and diligent representation to the County in the County Matter. Nevertheless, these are issues that you should consider for yourself. May 23, 2017 Contra Costa County Board of Supervisors 776 4824-3925-0760.3 Sharon L. Anderson May 16, 2017 Page 2 In connection with the Firm’s duty of loyalty to its clients, it has an obligation to share any information it may have that is relevant to the representation. In this case, however, that duty conflicts with the Firm’s obligation to maintain the confidentiality of information of its other client, JPMorgan. Therefore, by granting your consent, the County will be agreeing that we will not provide confidential information of JPMorgan to the County even though it may be material to the County’s interests. We agree that any privileged, sensitive, proprietary, or other confidential information of a nonpublic nature acquired by us as a result of our representation of the County will not be transmitted to or shared with JPMorgan or our lawyers who may be involved in the representation of JPMorgan. Through this consent, the County agrees that the Firm may continue to represent JPMorgan in other matters not involving the County and may represent the County in other matters not involving JPMorgan. If any litigation, arbitration or other adversary proceeding or claim arises between JPMorgan and the County with respect to the County matter, the Firm will not act as counsel to either JPMorgan or the County with regard to any such proceeding. This is an important decision, and we suggest that you consider consulting independent counsel to assist you in deciding whether to consent. There is no requirement that you do so, and whether you consult such counsel is your decision. Please review this matter carefully. If you have any questions that you would like me to answer prior to reaching a decision on this issue, please let me know. If the County is willing to consent after such review as you believe appropriate, please sign this letter in the space provided below and return it to me. Thank you for your consideration of this matter. Sincerely, Charles C. Wolf May 23, 2017 Contra Costa County Board of Supervisors 777 4824-3925-0760.3 Sharon L. Anderson May 16, 2017 Page 3 The County of Contra Costa hereby consents to the terms of representation set forth above: Date: For the County of Contra Costa By: Name: Sharon L. Anderson Title: County Counsel May 23, 2017 Contra Costa County Board of Supervisors 778 RECOMMENDATION(S): Acting as the Governing Board of the County of Contra Costa Public Financing Authority: 1. ADOPT Resolution No. 2017/168, approving the issuance by the Contra Costa Public Financing Authority of Lease Revenue Bonds (Capital Projects), 2017 Series B, in a principal amount not to exceed $110,000,000 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, and a Continuing Covenant Agreement; 3. APPROVE and AUTHORIZE the taking of necessary actions and the execution of necessary documents in connection therewith. FISCAL IMPACT: Issuance of up to $110 million in bond financing to fund the replacement APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Debt Advisory Committee (via County Administration) D.14 To:Contra Costa County Public Financing Authority From:David Twa, County Administrator Date:May 23, 2017 Contra Costa County Subject:AUTHORIZE ISSUANCE OF LEASE REVENUE BONDS, 2017 SERIES B May 23, 2017 Contra Costa County Board of Supervisors 779 FISCAL IMPACT: (CONT'D) of the County Administration Building located at 651 Pine Street, Martinez, including the addition of an adjacent parking structure, and the County Emergency Operations Center located at Glacier Drive, Martinez. Based on current market conditions, the anticipated interest rate on the bonds is 2.365% for a 15 term. The County would pay approximately $20 million over the life of the bonds in interest costs on a borrowing of $100,255,000. BACKGROUND: On January 31, 2017, the Board of Supervisors accepted a capital projects report, which included a recommendation to replace the existing County Administration and Emergency Operations Center buildings located in Martinez, CA (Agenda Item D.4). Subsequently, on February 7, 2017, the Board adopted Resolution No. 2017/48 declaring its official intent to reimburse certain costs incurred for the projects described above through a future bond financing. Finally, on May 9, 2017, the Board approved a consulting services agreement with Vanir Construction Management, Inc. for construction management services related to the replacement of both buildings. Financing Details In the current market, the Authority could issue approximately $100,255,000 of fixed rate direct purchase 2017 Series B Bonds (the “2017B Bonds”) to finance the replacement County Administration and Emergency Operations Center buildings. The approximate annual debt service payments on the bonds would be $8.02 million annually based on a 15 year issuance with a coupon rate of 2.365%. The rate would be fixed and the debt service payments would remain level for the 15 year term. The 2017B Bonds would be issued under a new 2017B Trust Agreement. As with the Authority’s existing Lease Revenue Bonds, the Fair Rental Value (FRV) of the leased facilities must equal or exceed the annual debt service payments on the bonds. Since the debt service payments and the corresponding lease payments are level through the 15 year term, all leased assets will have a 15 year lease term, expiring in 2032. All of the above results are subject to market conditions at the time of financing and will likely change between the time of this writing and the pricing of the bonds. Various documents are necessary to complete the financing, including a Trust Agreement, Site Lease, Facilities Lease, and a Continuing Covenant Agreement (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, DNT Asset Trust (the "Purchaser") will purchase the bonds, with JPMorgan Chase Bank, NA acting as bondholder representative of DNT Asset Trust, and the County and Authority will take certain actions and deliver certain documents. The terms of the Continuing Covenant Agreement contains the Purchaser's remedies in the event that the County or Authority default on their respective obligations and requires the County and Authority to indemnify the Purchaser 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 the replacement County Administration and Emergency Operations Center buildings. AGENDA ATTACHMENTS Resolution No. 2017/168 Body of Resolution No. 2017/168 Trust Agreement Facilities Lease Site Lease May 23, 2017 Contra Costa County Board of Supervisors 780 Site Lease Continuing Covenant Agreement MINUTES ATTACHMENTS Signed Resolution No. 2017/168 May 23, 2017 Contra Costa County Board of Supervisors 781 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: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/168 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF LEASE REVENUE BONDS, 2017 SERIES B IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $110,000,000 TO FINANCE VARIOUS CAPITAL PROJECTS, 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; 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, 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) acquisition and construction of a new County Administration Building and (ii) acquisition and construction of a new Emergency Operations Center, each located in the City of Martinez, California (collectively, the “2017-B Project”); WHEREAS, the County has requested and approved the Authority’s issuance of County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects), 2017 Series B (the “Bonds”) in an amount sufficient to finance the 2017-B Project 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-B Project proposed herein was heretofore conducted by the County on May 23, 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-B Project by the issuance of the Bonds by the Authority will result in significant public benefits to the County, including (i) demonstrable savings in effective interest rate, bond preparation, or bond issuance 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors 5 May 23, 2017 Contra Costa County Board of Supervisors 782 By: June McHuen, Deputy cc: Debt Advisory Committee (via County Administration) May 23, 2017 Contra Costa County Board of Supervisors 783 May 23, 2017 Contra Costa County Board of Supervisors 784 4852-5308-8071.4 2 Body of Resolution No. 2017/168 costs and (ii) more efficient delivery of County services to residential and commercial development; WHEREAS, it is proposed that the Authority and Wells Fargo Bank, National Association, as trustee (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 $110,000,000; 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 and facilities described in the Site Lease (collectively with all such property to be leased pursuant to the Site Lease (the “2017-B 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 the 2017-B Facilities back 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 DNT Asset Trust or one of its affiliates (the “Purchaser”) pursuant to a Continuing Covenant Agreement among the County, the Authority, the Purchaser and JPMorgan Chase Bank, N.A., in its capacity as the Bondholder Representative (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; 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-B Project on a tax-exempt basis; 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. May 23, 2017 Contra Costa County Board of Supervisors 785 4852-5308-8071.4 3 Body of Resolution No. 2017/168 Section 2. The issuance and sale of the Bonds by the Authority, in a principal amount not to exceed $110,000,000, for the financing of the 2017-B Project 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 25 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 $8,400,000 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 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 percent (3%) per annum. May 23, 2017 Contra Costa County Board of Supervisors 786 4852-5308-8071.4 4 Body of Resolution No. 2017/168 Section 7. 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 8. 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. 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. Section 9. 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. May 23, 2017 Contra Costa County Board of Supervisors 787 4852-5308-8071.4 5 Body of Resolution No. 2017/168 Section 10. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 23rd day of May, 2017. Chair of the Board of Directors of the County of Contra Costa Public Financing Authority ATTEST: Deputy Executive Director and Assistant Secretary of the County of Contra Costa Public Financing Authority May 23, 2017 Contra Costa County Board of Supervisors 788 4852-5308-8071.4 SECRETARY’S CERTIFICATE The undersigned, Assistant 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 23rd day of May, 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 23rd day of May, 2017. Assistant Secretary of the Board of Directors of the County of Contra Costa Public Financing Authority May 23, 2017 Contra Costa County Board of Supervisors 789 TRUST AGREEMENT by and between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Dated as of May 1, 2017 $[__________] County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects), 2017 Series B May 23, 2017 Contra Costa County Board of Supervisors 790 ARTICLE I DEFINITIONS; EQUAL SECURITY ....................................................................... 2 SECTION 1.01 Definitions....................................................................................... 2 SECTION 1.02 Equal Security ............................................................................... 11 SECTION 1.03 Interpretation ................................................................................. 11 ARTICLE II THE BONDS ........................................................................................................... 11 SECTION 2.01 Authorization of Bonds ................................................................. 11 SECTION 2.02 Terms of the Bonds ....................................................................... 12 SECTION 2.03 Form of Bonds .............................................................................. 13 SECTION 2.04 Execution of Bonds ....................................................................... 14 SECTION 2.05 Transfer and Payment of Bonds .................................................... 14 SECTION 2.06 Exchange of Bonds ....................................................................... 15 SECTION 2.07 Bond Registration Books .............................................................. 15 SECTION 2.08 Mutilated, Destroyed, Stolen or Lost Bonds; Temporary Bonds ............................................................................................ 15 SECTION 2.09 Reserved ........................................................................................ 16 ARTICLE III ISSUANCE OF Bonds ........................................................................................... 16 SECTION 3.01 Procedure for the Issuance of Bonds ............................................ 16 SECTION 3.02 Project Fund .................................................................................. 17 SECTION 3.03 Reserved ........................................................................................ 18 SECTION 3.04 Reserved ........................................................................................ 18 SECTION 3.05 Limitations on the Issuance of Obligations Payable From Revenues ....................................................................................... 18 ARTICLE IV REDEMPTION OF BONDS ................................................................................. 18 SECTION 4.01 Extraordinary Redemption ............................................................ 18 SECTION 4.02 Optional Redemption .................................................................... 18 SECTION 4.03 Mandatory Sinking Fund Redemption .......................................... 18 SECTION 4.04 Selection of Bonds for Redemption .............................................. 19 SECTION 4.05 Notice of Redemption; Cancellation; Effect of Redemption ........ 19 ARTICLE V REVENUES ............................................................................................................ 20 SECTION 5.01 Pledge of Revenues and Assignment ............................................ 20 SECTION 5.02 Receipt and Deposit of Revenues in the Revenue Fund ............... 21 SECTION 5.03 Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund ......................................................... 21 SECTION 5.04 Application of Insurance Proceeds ............................................... 22 SECTION 5.05 Deposit and Investments of Money in Accounts and Funds ........ 23 ARTICLE VI COVENANTS OF THE AUTHORITY ................................................................ 24 SECTION 6.01 Punctual Payment and Performance ............................................. 24 SECTION 6.02 Against Encumbrances.................................................................. 24 May 23, 2017 Contra Costa County Board of Supervisors 791 SECTION 6.03 Rebate Fund .................................................................................. 24 SECTION 6.04 Tax Covenants .............................................................................. 25 SECTION 6.05 Accounting Records and Reports.................................................. 25 SECTION 6.06 Prosecution and Defense of Suits ................................................. 25 SECTION 6.07 Further Assurances........................................................................ 26 SECTION 6.08 Maintenance of Revenues ............................................................. 26 SECTION 6.09 Amendments to Facilities Lease and Site Lease ........................... 26 SECTION 6.10 Leasehold Estate ........................................................................... 27 SECTION 6.11 Reserved ........................................................................................ 28 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS .................. 28 SECTION 7.01 Events of Default and Acceleration of Maturities ........................ 28 SECTION 7.02 Application of Funds Upon Acceleration ..................................... 29 SECTION 7.03 Institution of Legal Proceedings by Trustee ................................. 30 SECTION 7.04 Non-Waiver................................................................................... 30 SECTION 7.05 Remedies Not Exclusive ............................................................... 31 SECTION 7.06 Bondholders’ Direction of Proceedings ........................................ 31 SECTION 7.07 Limitation on Bondholders’ Right to Sue ..................................... 31 ARTICLE VIII THE TRUSTEE .................................................................................................. 32 SECTION 8.01 The Trustee ................................................................................... 32 SECTION 8.02 Liability of Trustee ....................................................................... 33 SECTION 8.03 Compensation and Indemnification of Trustee ............................. 35 ARTICLE IX AMENDMENT OF THE TRUST AGREEMENT ............................................... 36 SECTION 9.01 Amendment of the Trust Agreement ............................................ 36 SECTION 9.02 Disqualified Bonds........................................................................ 37 SECTION 9.03 Endorsement or Replacement of Bonds After Amendment ......... 37 SECTION 9.04 Notice to and Consent of Bondholders ......................................... 37 SECTION 9.05 Amendment by Mutual Consent ................................................... 37 ARTICLE X DEFEASANCE ....................................................................................................... 38 SECTION 10.01 Discharge of Bonds ....................................................................... 38 SECTION 10.02 Unclaimed Money ......................................................................... 39 ARTICLE XI MISCELLANEOUS .............................................................................................. 39 SECTION 11.01 Liability of Authority Limited to Revenues .................................. 39 SECTION 11.02 Benefits of this Trust Agreement Limited to Parties and Third Party Beneficiaries .............................................................. 39 SECTION 11.03 Successor Is Deemed Included in All References to Predecessor ................................................................................... 40 SECTION 11.04 Execution of Documents by Bondholders .................................... 40 SECTION 11.05 Waiver of Personal Liability ......................................................... 40 SECTION 11.06 Reserved ........................................................................................ 40 May 23, 2017 Contra Costa County Board of Supervisors 792 SECTION 11.07 Accounts and Funds ...................................................................... 40 SECTION 11.08 Business Day ................................................................................. 41 SECTION 11.09 Notices .......................................................................................... 41 SECTION 11.10 Article and Section Headings and References .............................. 41 SECTION 11.11 Partial Invalidity............................................................................ 41 SECTION 11.12 Governing Law ............................................................................. 42 SECTION 11.13 Execution in Several Counterparts................................................ 42 Exhibit A Form of 2017 Series B Bond ................................................................................ A-1 Exhibit B Form of Requisition – Project Fund ..................................................................... B-1 Exhibit C Form of Requisition – Costs of Issuance ............................................................. C-1 May 23, 2017 Contra Costa County Board of Supervisors 793 THIS TRUST AGREEMENT dated as of May 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 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 2017-B Project (as hereinafter defined) through the issuance of its bonds; WHEREAS, the County has determined to finance 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 the Capital Projects by issuing the Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects), 2017 Series B (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 the Capital Projects; May 23, 2017 Contra Costa County Board of Supervisors 794 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 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: 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. “Authorized Denominations” means, with respect to the Bonds, $100,000 and increments of $5,000 above that amount. May 23, 2017 Contra Costa County Board of Supervisors 795 “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. “Bondholder Representative” means JPMorgan Chase Bank, National Association, and its successors and assigns. “Bonds” means the Authority’s Lease Revenue Bonds (Capital Projects), 2017 Series B 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. “Capital Projects” means the various public capital improvements and projects, including, but not limited to the acquisition, installation, implementation and construction of the 2017-B 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. “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 May 1, 2017, among the Authority, the County, DNT Asset Trust and JPMorgan Chase Bank, N.A., 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 May 23, 2017 Contra Costa County Board of Supervisors 796 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. “Default Rate” has the meaning given to such term in the Continuing Covenant Agreement. “Determination of Taxability” has the meaning given to such term in the Continuing Covenant 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 May 1, 2017, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on May 26, 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. May 23, 2017 Contra Costa County Board of Supervisors 797 “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 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 December 1, 2017. “Interest Payment Period” means the period from and including each Interest Payment Date (or, for the first Interest Payment Period, from and including 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. May 23, 2017 Contra Costa County Board of Supervisors 798 “Opinion of Counsel” means a written opinion of Bond Counsel. “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 May 23, 2017 Contra Costa County Board of Supervisors 799 Administration (FHA) debentures, (c) General Services Administration participation certificates, (d) Government National Mortgage Association (GNMA or “Ginnie Mae”) 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 May 23, 2017 Contra Costa County Board of Supervisors 800 “Prime-1” or “A3” or better by Moody’s and “A-1” or better by S&P at the time of purchase; (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; May 23, 2017 Contra Costa County Board of Supervisors 801 (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 (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 Fund” means the fund by that name established pursuant to Section 3.02. “Purchaser” means, initially, DNT Asset Trust but for purposes of notices and consents, and JPMorgan Chase Bank, N.A., in its capacity as Bondholder Representative, 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) payable upon redemption thereof pursuant to the provisions of such Bond, this Trust Agreement and the Continuing Covenant Agreement. “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. May 23, 2017 Contra Costa County Board of Supervisors 802 “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. “Site Lease” means that certain lease, entitled “Site Lease,” by and between the County and the Authority, dated as of May 1, 2017, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on May 26, 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. “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) [____]. “Trust Agreement” means this Trust Agreement, dated as of May 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. May 23, 2017 Contra Costa County Board of Supervisors 803 “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. “2017-B Project” means the Capital Projects and the (i) acquisition and construction of a new County Administration Building and (ii) acquisition and construction of a new Emergency Operations Center, each located in the City of Martinez, California, 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. 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. 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 (Capital Projects), 2017 Series B.” (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 May 23, 2017 Contra Costa County Board of Supervisors 804 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 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 [__________________] $[__________]). 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: County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects), 2017 Series B Maturity Date (June 1) Principal Amount Interest Rate 2032* $[__________] [___]% ___________________ ∗ Term Bond Interest on the Bonds shall be payable commencing [December] 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. May 23, 2017 Contra Costa County Board of Supervisors 805 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. (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, plus accrued interest, if any, on such Bond, as appropriate, from moneys held by the Trustee for such payment. (d) The principal of the Bonds shall be paid by check mailed by first class mail on each Principal Payment Date to the person in whose name the Bond is registered as of the applicable Record Date for such Principal Payment Date at the address shown on the registration books maintained by the Trustee pursuant to Section 2.07; provided, however, that principal 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 Principal Payment Date. The final payment of principal at maturity will be payable by check in lawful money of the United States of America at the Principal Office of the the Trustee. 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. May 23, 2017 Contra Costa County Board of Supervisors 806 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, 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 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. May 23, 2017 Contra Costa County Board of Supervisors 807 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 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. May 23, 2017 Contra Costa County Board of Supervisors 808 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. SECTION 2.09 Reserved. 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 upon the Written Request of the Authority and upon receipt of payment therefor from the Purchaser. Upon receipt of payment for the Bonds from the Purchaser, the Trustee shall, unless otherwise instructed by the Authority, apply the proceeds received from such sale to the following respective accounts, in the following order of priority: (i) 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 May 23, 2017 Contra Costa County Board of Supervisors 809 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 B Project Account within the Project Fund and the Costs of Issuance Fund shall be closed; and (ii) deposit the amount of $[__________] in the 2017 Series B 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 2017-B 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 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 2017-B Project, any amounts remaining in the 2017 Series B Project Account shall be expended on Capital Projects as specified by the County, subject to May 23, 2017 Contra Costa County Board of Supervisors 810 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, or shall be transferred to the Revenue Fund to pay interest and principal on the Bonds next coming due until fully used for such purpose . SECTION 3.03 Reserved. SECTION 3.04 Reserved. 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 stated maturity, 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 mandatory sinking account payments against which shall be credited the Bonds to be redeemed so that the aggregate annual principal amount of and interest on Bonds which shall be payable after such Redemption Date shall be reduced pro rata over the remaining years of the lease terms (as set forth in Exhibit C to the Facilities Lease) for the Facilities which generated the insurance or eminent domain proceeds. SECTION 4.02 No Optional Redemption. Except in the case of an extraordinary redemption under section 4.01 hereof, the Bonds shall not be subject to redemption prior to their stated maturity at the option of the Authority. SECTION 4.03 Mandatory Sinking Fund Redemption. The Bonds shall be subject to mandatory sinking fund redemption prior to maturity, in part on June 1 of each year on and after June 1, 2018, by lot, from and in the amount of the mandatory sinking account payments set forth below, at a Redemption Price equal to the sum of the principal amount thereof plus accrued interest thereon to the Redemption Date, without premium: Mandatory Sinking Account Payment Date (June 1) Mandatory Sinking Account Payment 2018 2019 2020 2021 May 23, 2017 Contra Costa County Board of Supervisors 811 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032* *Maturity 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. 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 thirty (30) 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. May 23, 2017 Contra Costa County Board of Supervisors 812 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. 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 May 23, 2017 Contra Costa County Board of Supervisors 813 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 7.06 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 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 payment 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. May 23, 2017 Contra Costa County Board of Supervisors 814 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. 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, 2018, 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 “2017B 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 the Bonds for which such Sinking Account was created 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 May 23, 2017 Contra Costa County Board of Supervisors 815 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 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 May 23, 2017 Contra Costa County Board of Supervisors 816 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 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. 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 May 23, 2017 Contra Costa County Board of Supervisors 817 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 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 23, 2017 Contra Costa County Board of Supervisors 818 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 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 May 23, 2017 Contra Costa County Board of Supervisors 819 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 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, as applicable, (b) is enforceable against the Authority and the County, as applicable, (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 May 23, 2017 Contra Costa County Board of Supervisors 820 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 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 Reserved. 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, 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 May 23, 2017 Contra Costa County Board of Supervisors 821 (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, shall 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 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; May 23, 2017 Contra Costa County Board of Supervisors 822 Second, upon presentation of the 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, 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 and (to the extent permitted by law) interest on overdue interest and principal and premium 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. May 23, 2017 Contra Costa County Board of Supervisors 823 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. 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) such Bondholder 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. May 23, 2017 Contra Costa County Board of Supervisors 824 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. 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. May 23, 2017 Contra Costa County Board of Supervisors 825 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. 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. May 23, 2017 Contra Costa County Board of Supervisors 826 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 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 2017-B 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 2017-B 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 May 23, 2017 Contra Costa County Board of Supervisors 827 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, assertions 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. 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. May 23, 2017 Contra Costa County Board of Supervisors 828 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 is filed with the Trustee. 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 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. May 23, 2017 Contra Costa County Board of Supervisors 829 (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 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. May 23, 2017 Contra Costa County Board of Supervisors 830 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 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 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 such Bonds, (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, and (4) there shall have been delivered to the Purchaser an indemnification by the County for any losses due to a Determination of Taxability or an Event of Default in form and substance reasonably satisfactory to the Purchaser. (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 May 23, 2017 Contra Costa County Board of Supervisors 831 (principal, interest and redemption price 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, (iii) there shall be delivered to the Purchaser an indemnification by the County for any losses due to a Determination of Taxability or an Event of Default in form and substance reasonably satisfactory to the Purchaser, and (iv) 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 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 MIS CELLANEOUS 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 May 23, 2017 Contra Costa County Board of Supervisors 832 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 2017-B 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. 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 Reserved. 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. May 23, 2017 Contra Costa County Board of Supervisors 833 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: 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 May 23, 2017 Contra Costa County Board of Supervisors 834 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. 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. May 23, 2017 Contra Costa County Board of Supervisors 835 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: Lisa Driscoll Deputy Executive Director and Assistant Secretary of the Board of Directors WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer Acknowledged COUNTY OF CONTRA COSTA By: Jami Napier Chief Assistant Clerk of the Board of Supervisors May 23, 2017 Contra Costa County Board of Supervisors 836 EXHIBIT A FORM OF 2017 SERIES B BOND No. R-1 $[__________] COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (CAPITAL PROJECTS), 2017 SERIES B 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 ____% June 1, 2032 May 26, 2017 REGISTERED OWNER: DNT ASSET TRUST 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 November 15, 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 December 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; May 23, 2017 Contra Costa County Board of Supervisors 837 provided that 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 by check mailed by first-class mail to the registered owner hereof; provided that upon the written request of a Bondholder of $1,000,000 or more in aggregate principal amount of Bonds of the Series of which this Bond is a part received by the Trustee (defined hereinafter) prior to the applicable record date, principal shall be paid by wire transfer in immediately available funds to an account within the United States of America. Final Payment of principal at maturity, will be made upon presentation of this Bond at the Principal Office of the Trustee. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the Trust Agreement. This Bond is one of a duly authorized issue of bonds of the Authority designated as its “County of Contra Costa Public Financing Authority Lease Revenue Bonds” (the “Bonds”) unlimited as to principal amount and is the bond of a duly authorized series of such Bonds known as “(Capital Projects), 2017 Series B” (the “Bonds”) issued in a principal amount of [__________] dollars ($[____]), 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 May 1, 2017 (as amended, supplemented or modified from time to time, the “Trust Agreement”), by and 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 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 “Capital Projects”). 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 May 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 May 23, 2017 Contra Costa County Board of Supervisors 838 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 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. The Bonds, upon notice as provided in the Trust Agreement, shall also be subject to mandatory sinking fund redemption prior to maturity, in part on June 1 of each year on and after June 1, 2018, by lot, from and in the amount of the mandatory sinking account payments set forth below, at a redemption price equal to the sum of the principal amount thereof plus accrued interest thereon to the redemption date, without premium: Mandatory Sinking Account Payment Date (June 1) Mandatory Sinking Account Payment 2018 $ 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032* *Maturity 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. May 23, 2017 Contra Costa County Board of Supervisors 839 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. May 23, 2017 Contra Costa County Board of Supervisors 840 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 facsimile signature of the Chair of the Authority and countersigned by the 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 May 23, 2017 Contra Costa County Board of Supervisors 841 FORM OF CERTIFICATE OF AUTHENTICATION TO APPEAR ON 2017 SERIES B BONDS This is one of the Bonds described in the within-mentioned Trust Agreement which has been registered and authenticated on May 26, 2017. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory May 23, 2017 Contra Costa County Board of Supervisors 842 [FORM OF ASSIGNMENT TO APPEAR ON 2017 SERIES B 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. May 23, 2017 Contra Costa County Board of Supervisors 843 EXHIBIT B FORM OF REQUISITION – PROJECT FUND Date: ____________, 20__ No. __ Wells Fargo Bank, National Association 333 Market Street, 18th Floor San Francisco, CA 94105 Attention: Corporate Trust Services Re: County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects), 2017 Series B (Written Request of the County - 2017 Series B Project Account) Ladies and Gentlemen: This letter is our authorization to you to disburse from the 2017 Series B Project Account within the Project Fund provided for in Section 3.02 of the Trust Agreement dated as of May 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 2017-B Project (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 B 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 B 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 May 23, 2017 Contra Costa County Board of Supervisors 844 SCHEDULE A Item No. Payee Amount Purpose __ __________ $________ ____________ May 23, 2017 Contra Costa County Board of Supervisors 845 EXHIBIT C FORM OF REQUISITION – COSTS OF ISSUANCE Date: ____________, 20__ No. __ Wells Fargo Bank, National Association 333 Market Street, 18th Floor San Francisco, CA 94105 Attention: Corporate Trust Services Re: County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects), 2017 Series B (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 May 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 and has not been subject of a prior requisition. 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 B Project Account within the Project Fund. Very truly yours, COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By Authorized Officer May 23, 2017 Contra Costa County Board of Supervisors 846 SCHEDULE A Item No. Payee Amount Purpose __ __________ $________ ____________ May 23, 2017 Contra Costa County Board of Supervisors 847 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 (Capital Projects) 2017 Series B Dated as of May 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 May 23, 2017 Contra Costa County Board of Supervisors 848 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 ............................................................... 17 SECTION 5.05. Title Insurance .............................................................................. 17 SECTION 5.06. Insurance Proceeds; Form of Policies ........................................... 17 SECTION 5.07. Annual Certificates ....................................................................... 18 ARTICLE VI DEFAULTS AND REMEDIES ............................................................................ 18 SECTION 6.01. Defaults and Remedies ................................................................. 18 SECTION 6.02. Waiver ........................................................................................... 22 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 ............................. 24 ARTICLE VIII COVENANTS..................................................................................................... 25 SECTION 8.01. Right of Entry ............................................................................... 25 SECTION 8.02. Liens .............................................................................................. 25 May 23, 2017 Contra Costa County Board of Supervisors 849 SECTION 8.03. Quiet Enjoyment ........................................................................... 25 SECTION 8.04. Authority Not Liable ..................................................................... 25 SECTION 8.05. Assignment by the Authority ........................................................ 26 SECTION 8.06. Assignment and Subleasing by the County .................................. 26 SECTION 8.07. Title to Facilities ........................................................................... 26 SECTION 8.08. Tax Covenants .............................................................................. 26 SECTION 8.09. Reserved ........................................................................................ 27 SECTION 8.10. Taxes ............................................................................................. 27 SECTION 8.11. Authority’s Purpose ...................................................................... 28 SECTION 8.12. Purpose of Facilities Lease ........................................................... 28 SECTION 8.13. Essential Use ................................................................................. 28 SECTION 8.14. Nondiscrimination......................................................................... 28 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 ..................................................................... 29 SECTION 9.03. Use of the Facilities ...................................................................... 29 ARTICLE X MISCELLANEOUS ............................................................................................... 29 SECTION 10.01. Law Governing ............................................................................. 29 SECTION 10.02. Notices .......................................................................................... 29 SECTION 10.03. Validity and Severability .............................................................. 31 SECTION 10.04. Net-Net-Net Lease ........................................................................ 31 SECTION 10.05. Section Headings .......................................................................... 31 SECTION 10.06. Amendment or Termination .......................................................... 31 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 May 23, 2017 Contra Costa County Board of Supervisors 850 FACILITIES LEASE This Facilities Lease, dated as of May 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 County has determined to finance 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 the Capital Projects by issuing the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects), 2017 Series B (the “Bonds”), pursuant to the Trust Agreement dated as of May 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 May 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 May 1, 2017 (the “Continuing Covenant Agreement”), among the County, the Authority, JPMorgan Chase Bank, N.A., and DNT Asset Trust, as initial purchaser of the Bonds; NOW, THEREFORE, in consideration of the mutual covenants herein, the parties hereto agree as follows: May 23, 2017 Contra Costa County Board of Supervisors 851 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. “Bondholder Representative” means JPMorgan Chase Bank, N.A., and its successors and assigns. “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-B 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 and the Purchaser, to be financed 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 May 1, 2017, among the County, the Authority, the Bondholder Representative and the Purchaser, as it may from time to time be amended, supplemented, modified or restated pursuant to the provisions thereof. May 23, 2017 Contra Costa County Board of Supervisors 852 “Contractors” means the construction contractor for any portion of the Capital Projects and any successor or successors to any thereof. “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 and for the purposes of consent and notices includes Bondholder Representative. “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 Taxable Date, the product of (i) the interest rate on interest component of Base Rental Payments for such day and (ii) [___]. “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. “Trust Agreement” means the Trust Agreement, dated as of May 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. May 23, 2017 Contra Costa County Board of Supervisors 853 “2017-B Project” means the: (i) acquisition and construction of a new County Administration Building and (ii) acquisition and construction of a new Emergency Operations Center, each located in the City of Martinez, California, 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, on May 26, 2017, 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 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 May 23, 2017 Contra Costa County Board of Supervisors 854 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, 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, 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 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. (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 May 23, 2017 Contra Costa County Board of Supervisors 855 Continuing Covenant Agreement, (ii) the prior written consent of the Purchaser to such substitution or release of property, (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 remain 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. (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. May 23, 2017 Contra Costa County Board of Supervisors 856 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 Payment shall be divided into two interest components, due on June 1 and December 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 June 1, 2018. 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 June 1 and December 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 reasonably 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 thereon. 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 reasonably 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 reasonably 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 Additional Payments hereunder, as shall be required by the Authority or the Purchaser, as applicable, for the payment of all costs 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 May 23, 2017 Contra Costa County Board of Supervisors 857 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. 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 (provided, that with respect to Additional Payments due and owing the Purchaser shall be payable within the time frame set forth in the Continuing Covenant Agreement). 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. 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 May 23, 2017 Contra Costa County Board of Supervisors 858 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 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). May 23, 2017 Contra Costa County Board of Supervisors 859 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 be 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 thirty (30) 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 all actions as are necessary to budget and appropriate all such Base Rental Payments and Additional Payments (including with respect to 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 May 23, 2017 Contra Costa County Board of Supervisors 860 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 the Capital Projects 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 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. May 23, 2017 Contra Costa County Board of Supervisors 861 The County may alter the 2017-B 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-B 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 fair rental 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. 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. May 23, 2017 Contra Costa County Board of Supervisors 862 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. May 23, 2017 Contra Costa County Board of Supervisors 863 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 all of the outstanding Bonds and pay all amounts due and owing under the Continuing Covenant Agreement. 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: May 23, 2017 Contra Costa County Board of Supervisors 864 (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 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 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 and that 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 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; and (vi) 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 5.02. 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 May 23, 2017 Contra Costa County Board of Supervisors 865 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: (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, 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 and that 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; and (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 May 23, 2017 Contra Costa County Board of Supervisors 866 ($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 (i) 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, and (ii) the County must obtain the prior written consent of the Purchaser, at the Purchaser’s sole discretion, if at any time the coverage for terrorism related loss is to be less than two years. 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 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 and Trustee, 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. May 23, 2017 Contra Costa County Board of Supervisors 867 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 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, Insurance Consultant or other qualified person (which may be the Risk Manager of the County) 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. 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 Payment 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) to 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 (iii) 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, or at the direction 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 May 23, 2017 Contra Costa County Board of Supervisors 868 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 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 May 23, 2017 Contra Costa County Board of Supervisors 869 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 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, (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, (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 May 23, 2017 Contra Costa County Board of Supervisors 870 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, or at the direction 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, or at the direction of the Purchaser, shall have the right to bring the following actions: (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 May 23, 2017 Contra Costa County Board of Supervisors 871 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. 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 in accordance with Section 3.08 hereof. 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 May 23, 2017 Contra Costa County Board of Supervisors 872 maximum amount of Bonds, including the principal thereof and the interest thereon to the date of redemption. (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 (i) 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, and (ii) a certificate of the County showing the amount deposited with the Trustee is sufficient to pay all amounts that could be due under the Continuing Covenant Agreement with respect to the defeased Bonds including, without limitation, interest at the greater of the taxable rate from the date of issuance of the Bonds or the Default Rate from the date of prepayment (unless the County provides the Purchaser with an indemnification against losses due to a Determination of Taxability or an Event of Default under the Continuing Covenant Agreement, in either case reasonably satisfactory to the Purchaser). 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 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; (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) 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 May 23, 2017 Contra Costa County Board of Supervisors 873 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 Exhibit B hereto). 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 principal, premium, if any, 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. May 23, 2017 Contra Costa County Board of Supervisors 874 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 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 May 23, 2017 Contra Costa County Board of Supervisors 875 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. 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 and under the Continuing Covenant Agreement, 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 May 23, 2017 Contra Costa County Board of Supervisors 876 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 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. May 23, 2017 Contra Costa County Board of Supervisors 877 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 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 2017-B PROJECT OR WARRANTY WITH RESPECT THERETO. THE COUNTY ACKNOWLEDGES THAT THE AUTHORITY IS NOT A MANUFACTURER OF THE FACILITIES OR THE 2017-B 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 2017-B Project or the existence, furnishing, functioning or the County’s use of any item or products or services provided for in this Facilities Lease. May 23, 2017 Contra Costa County Board of Supervisors 878 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 2017-B 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 2017-B 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 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 May 23, 2017 Contra Costa County Board of Supervisors 879 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 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: JPMorgan Chase Bank, N.A. [Attention: Facsimile: Telephone:] with a copy to: [Attention: Telephone:] 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. May 23, 2017 Contra Costa County Board of Supervisors 880 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 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. May 23, 2017 Contra Costa County Board of Supervisors 881 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: Lisa Driscoll Deputy Executive Director and Assistant Secretary of the Board of Directors COUNTY OF CONTRA COSTA, as Sublessee By: Federal D. Glover Chair of the Board of Supervisors Attest: By: Jami Napier Chief Assistant Clerk of the Board of Supervisors May 23, 2017 Contra Costa County Board of Supervisors 882 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 May 23, 2017 Contra Costa County Board of Supervisors 883 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 May 23, 2017 Contra Costa County Board of Supervisors 884 EXHIBIT A Description of the Facilities Summit Center 2530 Arnold Drive, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: LOT 1, AS SHOWN ON THE MAP OF SUBDIVISION 6207, "CREST OFFICE PARK" FILED, DECEMBER 26, 1986, IN BOOK 310 OF MAPS, PAGE 6, CONTRA COSTA COUNTY RECORDS. EXCEPTING FROM PARCEL ONE ABOVE: THAT PORTION OF LAND DESCRIBED IN THAT DEED TO CONTRA COSTA COUNTY WATER DISTRICT RECORDED JANUARY 28, 1987, BOOK 13414, PAGE 96. PARCEL TWO: A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCEL ONE ABOVE FOR DRAINAGE PURPOSES, AS GRANTED IN THE GRANT OF EASEMENT FROM JOHNSON CLARK, ET UX, RECORDED APRIL 03, 1981, IN BOOK 10267, PAGE 169, OFFICIAL RECORDS, OVER, UNDER AND ACROSS A STRIP OF LAND DESCRIBED AS FOLLOWS: PORTION OF RANCHO LAS JUNTAS, DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY CORNER OF LOT "D" AS SHOWN ON THE MAP ENTITLED "MAP OF VINE HILL HOMESTEAD TRACT, CONTRA COSTA COUNTY CALIFORNIA", FILED APRIL 17, 1884 IN BOOK B OF MAPS, PAGE 42, CONTRA COSTA COUNTY RECORDS; THENCE SOUTH 63° 57' 13" EAST, 207.98 FEET, ALONG THE SOUTHWEST LINE OF SAID LOT "D" M 42) TO THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE FROM SAID POINT OF BEGINNING SOUTH 63° 57' 13" EAST, 10.00 FEET ALONG THE SOUTHWEST LINE OF SAID LOT "D" IB M 42); THENCE SOUTH 26° 02' 47" WEST, 30.00 FEET; THENCE NORTH 63° 57' 13" WEST, 10.00 FEET; THENCE NORTH 26° 02' 47" EAST, 30.00 FEET TO THE POINT OF BEGINNING. PARCEL THREE: May 23, 2017 Contra Costa County Board of Supervisors 885 A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCEL ONE ABOVE FOR INGRESS AND EGRESS PURPOSES, TRAFFIC SIGNAL FACILITIES AND FOR ALL PUBLIC UTILITIES, AS GRANTED IN THE GRANT DEED FROM JAY PROPERTY SYSTEMS, INC., A CALIFORNIA CORPORATION, RECORDED DECEMBER 26, 1986, IN BOOK 13345, PAGE 726, OFFICIAL RECORDS, OVER, UNDER AND ACROSS ALL THAT PORTION OF LOT 2, AS SHOWN ON THE MAP OF SUBDIVISION 6207, (310 M 6) LYING WITHIN THE STRIPS OF LAND DESIGNATED AS "PROPOSED 60 FT. NON- EXCLUSIVE EASEMENT" AND "TRAFFIC SIGNAL FACILITIES EASEMENT & 60 FT. NON-EXCLUSIVE EASEMENT" ON THE ABOVE REFERRED TO MAP OF SUBDIVISION 6207, BEING A STRIP OF LAND THIRTY (30') FEET WIDE WITHIN SAID LOT 2 AND THIRTY (30') FEET WIDE WITHIN LOT 1 OF SAID SUBDIVISION 6207. EXCEPTING FROM PARCEL THREE: ALL THAT PORTION THEREOF, 30 FEET IN WIDTH, LYING WITHIN LOT 1 OF SAID SUBDIVISION 6207. PARCEL FOUR: A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCEL ONE ABOVE FOR MAINTENANCE, REPAIR AND REPLACEMENT OF THE COMMON DRIVEWAY IMPROVEMENTS AND FOR VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS, AS GRANTED IN THE COMMON DRIVEWAY CONSTRUCTION, MAINTENANCE AND RECIPROCAL EASEMENT AGREEMENT FROM JAY PROPERTY SYSTEMS, INC., A CALIFORNIA CORPORATION, RECORDED DECEMBER 26, 1986, IN BOOK 13345, PAGE 756, OFFICIAL RECORDS, OVER, UNDER, ACROSS ALL THAT PORTION OF LOT 2 ON THE ABOVE REFERRED TO MAP OF SUBDIVISION 6207, BEING A STRIP OF LAND TEN (10') FEET WIDE ADJACENT TO, OUTSIDE AND ALONG THE ENTIRE LENGTH OF THE EASEMENT AREA LOCATED THEREON DESIGNATED "PROPOSED 60 FT. NON-EXCLUSIVE EASEMENT" AND "TRAFFIC SIGNAL FACILITIES EASEMENT & 60 FT. NON- EXCLUSIVE EASEMENT". APN 161-510-001 May 23, 2017 Contra Costa County Board of Supervisors 886 Contra Costa County District Attorney’s Office 900 Ward Street, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: LOT 6 AND A PORTION OF LOT 5, BLOCK 327, OF THE ADDITIONAL SURVEY OF THE TOWN OF MARTINEZ, AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST EASTERLY CORNER OF SAID BLOCK 327; THENCE FROM SAID POINT OF BEGINNING NORTH 37° 24' WEST, ALONG THE EAST LINE OF SAID BLOCK 327, 99.08 FEET TO THE MOST NORTHERLY CORNER OF SAID LOT 6; THENCE SOUTH 57° 54' 30" WEST, ALONG THE NORTH LINE OF SAID LOTS 6 AND 5, 92.49 FEET TO THE EAST LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO PETER LYHNE, RECORDED JANUARY 11, 1926, BOOK 20, OFFICIAL RECORDS, PAGE 38; THENCE SOUTH 33° 43' EAST, ALONG SAID EAST LINE AND ALONG THE EAST LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO R. J. HERSEY, ET UX, RECORDED JANUARY 25, 1945, BOOK 810, OFFICIAL RECORDS, PAGE 375, 100.06 FEET TO THE SOUTH LINE OF SAID BLOCK 327; THENCE NORTH 57° 28' EAST, ALONG SAID SOUTH LINE, 98.83 FEET TO THE POINT OF BEGINNING. PARCEL TWO: PORTION OF BLOCK 327 OF THE ADDITIONAL SURVEY OF THE TOWN OF MARTINEZ, AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF GREEN STREET WITH THE EAST LINE OF LAS JUNTAS STREET; THENCE FROM SAID POINT OF BEGINNING ALONG SAID LINE OF LAS JUNTAS STREET, NORTH 33° 43' WEST, 50 FEET TO THE SOUTH LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO PETER LYHNE, RECORDED JANUARY 11, 1926, BOOK 20, OFFICIAL RECORDS, PAGE 38; THENCE ALONG SAID SOUTH LINE NORTH 57° 50' EAST, 97 FEET; THENCE SOUTH 33° 43' EAST, PARALLEL TO LAS JUNTAS STREET, 50 FEET, MORE OR LESS, TO THE NORTH LINE OF GREEN STREET; THENCE ALONG SAID LINE SOUTH 57° 28' WEST, 97 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. May 23, 2017 Contra Costa County Board of Supervisors 887 PARCEL THREE: LOT 3, BLOCK 327, ADDITIONAL SURVEY OF THE TOWN OF MARTINEZ AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA. PARCEL FOUR: PORTION OF LOTS 4 AND 5, BLOCK 327, ADDITIONAL SURVEY TOWN OF MARTINEZ, AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE BOUNDARY LINE BETWEEN LOTS 3 AND 4 WITH THE EASTERLY BOUNDARY LINE OF LAS JUNTAS STREET; THENCE SOUTHERLY ALONG SAID EASTERLY BOUNDARY LINE OF LAS JUNTAS STREET, 50 FEET; THENCE EASTERLY ON A LINE PARALLEL TO THE NORTHERLY BOUNDARY LINE OF GREEN STREET, 97 FEET; THENCE WESTERLY ON A LINE PARALLEL TO LAS JUNTAS STREET, 50 FEET, MORE OR LESS, TO THE INTERSECTION OF THE SAME WITH THE SOUTHERLY BOUNDARY LINE OF LOT 2 IN SAID BLOCK; THENCE WESTERLY ALONG THE SOUTHERLY BOUNDARY LINE OF LOTS 2 AND 3 TO THE POINT OF BEGINNING, BEING A LOT 50 FEET BY 97 FEET WITH A 50 FOOT FRONTAGE ON LAS JUNTAS STREET. APN: 373-267-005 May 23, 2017 Contra Costa County Board of Supervisors 888 Department of Conservation and Development 30 Muir Road, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: PARCEL A, AS SHOWN ON THAT CERTAIN PARCEL MAP M.S. 552-82 FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA ON MAY 27, 1982, IN BOOK 101 OF PARCEL MAPS, PAGE 17. PARCEL TWO: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 22 FEET IN WIDTH, THE CENTER LINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING ON THE NORTHERLY LINE OF PARCEL "1" AS SHOWN ON THE PARCEL MAP FILED NOVEMBER 02, 1981, IN BOOK 98 OF PARCEL MAPS, PAGE 12, CONTRA COSTA COUNTY RECORDS, DISTANT THEREON WESTERLY ALONG THE ARC OF A CURVE TO THE LEFT WITH A RADIUS OF 370.03 FEET, THROUGH A CENTRAL ANGLE OF 4° 04' 09", AN ARC DISTANCE OF 26.82 FEET, FROM THE NORTHEASTERLY CORNER THEREOF; THENCE FROM SAID POINT OF BEGINNING, SOUTH 2° 34' 44" WEST, 30.28 FEET AND SOUTH 20° 28' 45" WEST, 200.11 FEET. PARCEL THREE: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 22 FEET IN WIDTH THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: COMMENCING ON THE LINE DESCRIBED AS "NORTH 29° 00' 00" EAST, 314.32 FEET", IN PARCEL ONE ABOVE DISTANT THEREON SOUTH 29° 00' 00" WEST, 39.00 FEET FROM THE NORTHERLY TERMINUS THEREOF; THENCE FROM SAID POINT OF COMMENCEMENT SOUTH 61° 00' 00' 00" EAST, 56.5 FEET; THENCE NORTH 29° 00' 00" EAST, 66.66 FEET; THENCE NORTHEASTERLY ALONG A TANGENT CURVE TO THE RIGHT WITH A RADIUS OF 161.34 FEET, THROUGH A CENTRAL ANGLE OF 25° 03' 28", AN ARC DISTANCE OF 70.56 FEET TO A POINT ON THE LINE DESCRIBED AS "SOUTH 35° 56' May 23, 2017 Contra Costa County Board of Supervisors 889 32" EAST 79.24 FEET" IN PARCEL ONE ABOVE, BEING THE TRUE POINT OF BEGINNING; THENCE FROM SAID POINT OF BEGINNING EASTERLY ALONG A COMPOUND CURVE WITH A RADIUS OF 437.54 FEET, THROUGH A CENTRAL ANGLE OF 18° 12' 28", AN ARC DISTANCE OF 139.04 FEET; THENCE ALONG A COMPOUND CURVE WITH A RADIUS OF 325.53 FEET, THROUGH A CENTRAL ANGLE OF 19° 29' 59", AN ARC DISTANCE OF 110.80 FEET, TO A POINT ON THE CENTERLINE OF PARCEL TWO ABOVE, WHICH BEARS NORTH 20° 28' 45" EAST, 185.11 FEET FROM THE SOUTHERLY TERMINUS THEREOF. PARCEL FOUR: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 18 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY TERMINUS OF PARCEL TWO ABOVE; THENCE FROM SAID POINT OF BEGINNING SOUTHWESTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 44 FEET, THE TANGENT OF WHICH BEARS NORTH 20° 28' 45" EAST, THROUGH A CENTRAL ANGLE OF 68° 31' 15", AN ARC DISTANCE OF 52.62 FEET; THENCE SOUTH 89° 00' 00" WEST, 37.96 FEET; THENCE SOUTH 29° 00' 00" WEST, 67.72 FEET TO A POINT ON THE LINE DESCRIBED AS "SOUTH 20° 28' 45" WEST, 61.5 FEET" IN PARCEL ONE ABOVE, DISTANT NORTH 20° 28' 45" EAST, 51.54 FEET FROM THE SOUTHERLY TERMINUS THEREOF; THENCE SOUTH 20° 28' 45" WEST ALONG SAID LINE, 51.54 FEET. EXCEPTING THEREFROM: THAT PORTION THEREOF LYING WITHIN PARCEL ONE ABOVE. PARCEL FIVE: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 18 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY TERMINUS OF PARCEL TWO ABOVE; THENCE FROM SAID POINT OF BEGINNING ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 44 FEET, THE TANGENT OF WHICH BEARS NORTH 20° 28' 45" EAST, THROUGH A CENTRAL ANGLE OF 35° 13' 15", AN ARC DISTANCE OF 27.05 FEET; May 23, 2017 Contra Costa County Board of Supervisors 890 THENCE ALONG A REVERSE CURVE WITH A RADIUS OF 44 FEET, THROUGH A CENTRAL ANGLE OF 35° 13' 35", AN ARC DISTANCE OF 27.05 FEET; THENCE SOUTH 20° 28' 45" WEST, 148.31 FEET TO A POINT ON THE LINE DESCRIBED AS "SOUTH 69° 31' 15" EAST, 21.5 FEET" IN PARCEL ONE ABOVE, DISTANT NORTH 69° 31' 15" WEST, 9.00 FEET FROM THE EASTERLY TERMINUS THEREOF. (NOTE: THE EXTERIOR BOUNDARY LINES OF THE EASEMENTS DESCRIBED AS PARCELS TWO, THREE, FOUR AND FIVE ABOVE ARE TO BE LENGTHENED OR SHORTENED SO AS TO FORM CONTINUOUS STRIPS OF LAND.) APN: 162-493-009 May 23, 2017 Contra Costa County Board of Supervisors 891 Employment and Human Services Department 40 Douglas Drive, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: A PORTION OF LOT 3 OF THE AMENDED MAP OF SUBDIVISION 6265, FILED OCTOBER 19, 1983, IN BOOK 274 OF MAPS, PAGE 1, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST EASTERLY CORNER OF SAID LOT 3; THENCE ALONG THE SOUTHEAST LINE OF SAID LOT 3 SOUTH 53° 04' 05" WEST, 226.00 FEET; THENCE SOUTH 61° 03' 07" WEST, 91.39 FEET TO THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE FROM SAID POINT OF BEGINNING SOUTH 61° 03' 07" WEST, 285.71 FEET; THENCE NORTH 67° 29' 47" WEST, 57.91 FEET; THENCE NORTH 15° 56' 18" WEST, 117.83 FEET TO A POINT ON A CURVE AND BEING ON THE SOUTH RIGHT OF WAY LINE OF DOUGLAS DRIVE; THENCE ALONG SAID SOUTH RIGHT OF WAY LINE AND BEING A NONTANGENT CURVE TO THE RIGHT FROM WHICH THE CENTER BEARS SOUTH 67° 00' 24° EAST HAVING A RADIUS OF 160.00 FEET, THROUGH A CENTRAL ANGLE OF 34° 22' 48", AN ARC LENGTH OF 96.01 FEET; THENCE TANGENT TO THE LAST CURVE NORTH 57° 22' 25" EAST, 192.51 FEET; THENCE NORTH 54° 10' 20" EAST, 14.05 FEET; THENCE LEAVING SAID SOUTH LINE OF DOUGLAS DRIVE SOUTH 24° 41' 00" EAST, 89.31 FEET; THENCE SOUTH 36° 55' 55" EAST, 134.03 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM: THAT PORTION OF SAID LOT 3 DESCRIBED AS FOLLOWS: BEGINNING ON THE EAST LINE OF DOUGLAS DRIVE AT THE NORTHWEST CORNER OF LOT 3; THENCE SOUTHERLY ALONG THE WEST LINE OF LOT 3, SOUTH 15° 56' 18" EAST, 117.84 FEET TO THE ACTUAL POINT OF BEGINNING; THENCE ALONG THE SOUTHWEST LINE OF SAID LOT 3, SOUTH 67° 29' 47" EAST, 14.00 FEET; THENCE NORTH 29° 43' 13" WEST, 46.01 FEET; THENCE SOUTH 15° 56' 18" EAST, 35.98 FEET TO THE ACTUAL POINT OF BEGINNING. PARCEL TWO: A PORTION OF PARCEL A OF THE AMENDED MAP OF SUBDIVISION 6265, FILED OCTOBER 19, 1983, IN BOOK 274 OF MAPS PAGE 1, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: May 23, 2017 Contra Costa County Board of Supervisors 892 BEGINNING ON THE EAST LINE OF DOUGLAS DRIVE AT THE NORTHWEST CORNER OF LOT 3 OF THE AMENDED MAP OF SUBDIVISION 6265, BOOK 274 OF MAPS, PAGE 1; THENCE SOUTHERLY ALONG THE WEST LINE OF SAID LOT 3, SOUTH 15° 56' 18" EAST, 81.86 FEET; THENCE LEAVING SAID WEST THE NORTH 29° 43' 13" WEST, 36.99 FEET; THENCE NORTH 5° 04' 43" WEST, 46,77 FEET TO THE POINT OF BEGINNING. APN: 376210045 May 23, 2017 Contra Costa County Board of Supervisors 893 Health Services Administration 597 Center Avenue, Martinez California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: PARCEL "C", MAP OF SUBDIVISION MS 551-85, FILED AUGUST 15, 1985, BOOK 117 OF PARCEL MAPS, PAGE 36, CONTRA COSTA COUNTY RECORDS, AS AMENDED BY THAT CERTAIN CERTIFICATE OF CORRECTION RECORDED MARCH 17, 1986, BOOK 12786, PAGE 468, OFFICIAL RECORDS. PARCEL TWO: RIGHT OF WAY CREATED IN REFERENCE TO PARCEL ONE ABOVE IN THE DEED FROM DUFFEL FINANCIAL AND CONSTRUCTION COMPANY TO CALIFORNIA COUNTIES LEASE FINANCING AUTHORITY, DATED SEPTEMBER 29, 1989 AND RECORDED OCTOBER 02, 1989, BOOK 15385, PAGE 560, OFFICIAL RECORDS, AS FOLLOWS: AN EASEMENT (NOT TO BE EXCLUSIVE) AS AN APPURTENANCE TO PARCEL ONE ABOVE FOR PRIVATE ACCESS AND PARKING OVER THAT PORTION OF PARCEL "B", MAP OF SUBDIVISION MS 551-85, FILED AUGUST 15, 1985, BOOK 117 OF PARCEL MAPS, PAGE 36, CONTRA COSTA COUNTY RECORDS, LYING WITHIN THE AREA DESIGNATED AS "PRIVATE ACCESS AND PARKING EASEMENT" ON SAID PARCEL MAP. PARCEL THREE: ALL RIGHT, TITLE AND INTEREST, INCLUDING EASEMENTS, APPURTENANT TO PARCEL ONE ABOVE CREATED BY THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR MUIRWOOD MARTINEZ COMPLEX, DATED OCTOBER 09, 1985 AND RECORDED JUNE 19, 1986, BOOK 12949, PAGE 20, OFFICIAL RECORDS (THE "DECLARATION") IN AND TO THOSE PORTIONS OF THE COMMON AREA (AS DEFINED IN THE DECLARATION) LOCATED ON PARCELS "A" AND "B" (117 PM 36). APN: 162-493-014-3 May 23, 2017 Contra Costa County Board of Supervisors 894 EXHIBIT B Base Rental Payment Schedule Aggregate of all Facilities Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: * Payable three Business Days before due date. May 23, 2017 Contra Costa County Board of Supervisors 895 Summit Center 2530 Arnold Drive, Martinez, California Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: * Payable three Business Days before due date. May 23, 2017 Contra Costa County Board of Supervisors 896 Contra Costa District Attorney’s Office 900 Ward Street, Martinez, California Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: * Payable three Business Days before due date. May 23, 2017 Contra Costa County Board of Supervisors 897 Department of Conservation and Development 30 Muir Road, Martinez, California Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: * Payable three Business Days before due date. May 23, 2017 Contra Costa County Board of Supervisors 898 Employment and Human Services Department 40 Douglas Drive, Martinez, California Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: * Payable three Business Days before due date. May 23, 2017 Contra Costa County Board of Supervisors 899 Health Services Administration 597 Center Avenue, Martinez California Base Rental Payment Date* Principal Interest Total Fiscal Year Total Total: * Payable three Business Days before due date. May 23, 2017 Contra Costa County Board of Supervisors 900 EXHIBIT C Lease Terms Facility Term Maximum Extension Summit Center 6/1/2032 6/1/2042 Contra Costa County District Attorney’s Office 6/1/2032 6/1/2042 Department of Conservation and Development 6/1/2032 6/1/2042 Employment and Human Services Department 6/1/2032 6/1/2042 Health Services Administration 6/1/2032 6/1/2042 May 23, 2017 Contra Costa County Board of Supervisors 901 EXHIBIT D Capital Projects “Capital Projects” means various public capital improvements and projects, including, but not limited to (i) acquisition and construction of a new County Administration Building and (ii) acquisition and construction of a new Emergency Operations Center, each located in the City of Martinez, California. May 23, 2017 Contra Costa County Board of Supervisors 902 EXHIBIT E Form of Budget Certificate County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects) 2017 Series B 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 May 1, 2017, between the County of Contra Costa Public Financing Authority and the County: 2017 Series B Total Budgeted Base Rental Payments Additional Payments COUNTY OF CONTRA COSTA By: Authorized Representative May 23, 2017 Contra Costa County Board of Supervisors 903 EXHIBIT F Form of Insurance Certificate County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects) 2017 Series B 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 May 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 May 23, 2017 Contra Costa County Board of Supervisors 904 [Attach List of Insurance Coverage] May 23, 2017 Contra Costa County Board of Supervisors 905 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 May 23, 2017, and the County consents to recordation thereof by its duly authorized officer. COUNTY OF CONTRA COSTA, as Sublessee By: Federal D. Glover Chair of the Board of Supervisors Attest: By: Jami Napier Chief Assistant Clerk of the Board of Supervisors May 23, 2017 Contra Costa County Board of Supervisors 906 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 May 23, 2017 Contra Costa County Board of Supervisors 907 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 (Capital Projects) 2017 Series B Dated as of May 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 May 23, 2017 Contra Costa County Board of Supervisors 908 SECTION 1. Lease of Facilities ....................................................................................... 1 SECTION 2. Term ............................................................................................................ 2 SECTION 3. Rental .......................................................................................................... 2 SECTION 4. Purpose ........................................................................................................ 2 SECTION 5. Environmental Law and Regulations .......................................................... 2 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; Liens .............................................................................. 7 SECTION 13. Waiver of Personal Liability ....................................................................... 7 SECTION 14. Taxes ........................................................................................................... 7 SECTION 15. Eminent Domain ......................................................................................... 8 SECTION 16. Further Assurances...................................................................................... 8 SECTION 17. Nondiscrimination....................................................................................... 8 SECTION 18. Partial Invalidity.......................................................................................... 8 SECTION 19. Notices ........................................................................................................ 9 SECTION 20. Section Headings ........................................................................................ 9 SECTION 21. Amendment ................................................................................................. 9 SECTION 22. Definitions................................................................................................... 9 SECTION 23. Execution .................................................................................................... 9 EXHIBIT A Description of Facilities ................................................................................. A-1 EXHIBIT B Lease Terms ................................................................................................... B-1 May 23, 2017 Contra Costa County Board of Supervisors 909 SITE LEASE This Site Lease, dated as of May 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 certain capital improvements for the County; WHEREAS, the Authority has agreed to issue $[__________] principal amount of its Lease Revenue Bonds (Capital Projects), 2017 Series B (the “Bonds”), pursuant to a Trust Agreement, dated as of May 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 certain capital improvements for the County (the “Capital Projects”) 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 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 May 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: 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 May 23, 2017 Contra Costa County Board of Supervisors 910 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, on May 26, 2017 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, as set forth in the Trust Agreement and applied along with other proceeds of the Bonds to finance the Capital Projects. 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. May 23, 2017 Contra Costa County Board of Supervisors 911 “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, 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. May 23, 2017 Contra Costa County Board of Supervisors 912 (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 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 May 23, 2017 Contra Costa County Board of Supervisors 913 (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 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. May 23, 2017 Contra Costa County Board of Supervisors 914 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 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 May 23, 2017 Contra Costa County Board of Supervisors 915 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 2017-B 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 2017-B Project regardless of responsibility for negligence, but excepting the active negligence of the person or entity seeking indemnity. 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. May 23, 2017 Contra Costa County Board of Supervisors 916 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. 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 May 23, 2017 Contra Costa County Board of Supervisors 917 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. May 23, 2017 Contra Costa County Board of Supervisors 918 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: Jami Napier Chief Assistant Clerk of the Board of Supervisors COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, Lessee By: Federal D. Glover Chair of the Board of Directors Attest: By: Lisa Driscoll Deputy Executive Director and Assistant Secretary of the Board of Directors May 23, 2017 Contra Costa County Board of Supervisors 919 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 May 23, 2017 Contra Costa County Board of Supervisors 920 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 May 23, 2017 Contra Costa County Board of Supervisors 921 EXHIBIT A Description of Facilities Summit Center 2530 Arnold Drive, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: LOT 1, AS SHOWN ON THE MAP OF SUBDIVISION 6207, "CREST OFFICE PARK" FILED, DECEMBER 26, 1986, IN BOOK 310 OF MAPS, PAGE 6, CONTRA COSTA COUNTY RECORDS. EXCEPTING FROM PARCEL ONE ABOVE: THAT PORTION OF LAND DESCRIBED IN THAT DEED TO CONTRA COSTA COUNTY WATER DISTRICT RECORDED JANUARY 28, 1987, BOOK 13414, PAGE 96. PARCEL TWO: A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCEL ONE ABOVE FOR DRAINAGE PURPOSES, AS GRANTED IN THE GRANT OF EASEMENT FROM JOHNSON CLARK, ET UX, RECORDED APRIL 03, 1981, IN BOOK 10267, PAGE 169, OFFICIAL RECORDS, OVER, UNDER AND ACROSS A STRIP OF LAND DESCRIBED AS FOLLOWS: PORTION OF RANCHO LAS JUNTAS, DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY CORNER OF LOT "D" AS SHOWN ON THE MAP ENTITLED "MAP OF VINE HILL HOMESTEAD TRACT, CONTRA COSTA COUNTY CALIFORNIA", FILED APRIL 17, 1884 IN BOOK B OF MAPS, PAGE 42, CONTRA COSTA COUNTY RECORDS; THENCE SOUTH 63° 57' 13" EAST, 207.98 FEET, ALONG THE SOUTHWEST LINE OF SAID LOT "D" M 42) TO THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE FROM SAID POINT OF BEGINNING SOUTH 63° 57' 13" EAST, 10.00 FEET ALONG THE SOUTHWEST LINE OF SAID LOT "D" IB M 42); THENCE SOUTH 26° 02' 47" WEST, 30.00 FEET; THENCE NORTH 63° 57' 13" WEST, 10.00 FEET; THENCE NORTH 26° 02' 47" EAST, 30.00 FEET TO THE POINT OF BEGINNING. May 23, 2017 Contra Costa County Board of Supervisors 922 PARCEL THREE: A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCEL ONE ABOVE FOR INGRESS AND EGRESS PURPOSES, TRAFFIC SIGNAL FACILITIES AND FOR ALL PUBLIC UTILITIES, AS GRANTED IN THE GRANT DEED FROM JAY PROPERTY SYSTEMS, INC., A CALIFORNIA CORPORATION, RECORDED DECEMBER 26, 1986, IN BOOK 13345, PAGE 726, OFFICIAL RECORDS, OVER, UNDER AND ACROSS ALL THAT PORTION OF LOT 2, AS SHOWN ON THE MAP OF SUBDIVISION 6207, (310 M 6) LYING WITHIN THE STRIPS OF LAND DESIGNATED AS "PROPOSED 60 FT. NON- EXCLUSIVE EASEMENT" AND "TRAFFIC SIGNAL FACILITIES EASEMENT & 60 FT. NON-EXCLUSIVE EASEMENT" ON THE ABOVE REFERRED TO MAP OF SUBDIVISION 6207, BEING A STRIP OF LAND THIRTY (30') FEET WIDE WITHIN SAID LOT 2 AND THIRTY (30') FEET WIDE WITHIN LOT 1 OF SAID SUBDIVISION 6207. EXCEPTING FROM PARCEL THREE: ALL THAT PORTION THEREOF, 30 FEET IN WIDTH, LYING WITHIN LOT 1 OF SAID SUBDIVISION 6207. PARCEL FOUR: A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCEL ONE ABOVE FOR MAINTENANCE, REPAIR AND REPLACEMENT OF THE COMMON DRIVEWAY IMPROVEMENTS AND FOR VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS, AS GRANTED IN THE COMMON DRIVEWAY CONSTRUCTION, MAINTENANCE AND RECIPROCAL EASEMENT AGREEMENT FROM JAY PROPERTY SYSTEMS, INC., A CALIFORNIA CORPORATION, RECORDED DECEMBER 26, 1986, IN BOOK 13345, PAGE 756, OFFICIAL RECORDS, OVER, UNDER, ACROSS ALL THAT PORTION OF LOT 2 ON THE ABOVE REFERRED TO MAP OF SUBDIVISION 6207, BEING A STRIP OF LAND TEN (10') FEET WIDE ADJACENT TO, OUTSIDE AND ALONG THE ENTIRE LENGTH OF THE EASEMENT AREA LOCATED THEREON DESIGNATED "PROPOSED 60 FT. NON-EXCLUSIVE EASEMENT" AND "TRAFFIC SIGNAL FACILITIES EASEMENT & 60 FT. NON- EXCLUSIVE EASEMENT". APN 161-510-001 May 23, 2017 Contra Costa County Board of Supervisors 923 Contra Costa County District Attorney’s Office 900 Ward Street, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: LOT 6 AND A PORTION OF LOT 5, BLOCK 327, OF THE ADDITIONAL SURVEY OF THE TOWN OF MARTINEZ, AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST EASTERLY CORNER OF SAID BLOCK 327; THENCE FROM SAID POINT OF BEGINNING NORTH 37° 24' WEST, ALONG THE EAST LINE OF SAID BLOCK 327, 99.08 FEET TO THE MOST NORTHERLY CORNER OF SAID LOT 6; THENCE SOUTH 57° 54' 30" WEST, ALONG THE NORTH LINE OF SAID LOTS 6 AND 5, 92.49 FEET TO THE EAST LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO PETER LYHNE, RECORDED JANUARY 11, 1926, BOOK 20, OFFICIAL RECORDS, PAGE 38; THENCE SOUTH 33° 43' EAST, ALONG SAID EAST LINE AND ALONG THE EAST LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO R. J. HERSEY, ET UX, RECORDED JANUARY 25, 1945, BOOK 810, OFFICIAL RECORDS, PAGE 375, 100.06 FEET TO THE SOUTH LINE OF SAID BLOCK 327; THENCE NORTH 57° 28' EAST, ALONG SAID SOUTH LINE, 98.83 FEET TO THE POINT OF BEGINNING. PARCEL TWO: PORTION OF BLOCK 327 OF THE ADDITIONAL SURVEY OF THE TOWN OF MARTINEZ, AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF GREEN STREET WITH THE EAST LINE OF LAS JUNTAS STREET; THENCE FROM SAID POINT OF BEGINNING ALONG SAID LINE OF LAS JUNTAS STREET, NORTH 33° 43' WEST, 50 FEET TO THE SOUTH LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO PETER LYHNE, RECORDED JANUARY 11, 1926, BOOK 20, OFFICIAL RECORDS, PAGE 38; THENCE ALONG SAID SOUTH LINE NORTH 57° 50' EAST, 97 FEET; THENCE SOUTH 33° 43' EAST, PARALLEL TO LAS JUNTAS STREET, 50 FEET, MORE OR LESS, TO THE NORTH LINE OF GREEN STREET; THENCE ALONG SAID LINE SOUTH 57° 28' WEST, 97 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. May 23, 2017 Contra Costa County Board of Supervisors 924 PARCEL THREE: LOT 3, BLOCK 327, ADDITIONAL SURVEY OF THE TOWN OF MARTINEZ AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA. PARCEL FOUR: PORTION OF LOTS 4 AND 5, BLOCK 327, ADDITIONAL SURVEY TOWN OF MARTINEZ, AS PER MAPS THEREOF ON FILE IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE BOUNDARY LINE BETWEEN LOTS 3 AND 4 WITH THE EASTERLY BOUNDARY LINE OF LAS JUNTAS STREET; THENCE SOUTHERLY ALONG SAID EASTERLY BOUNDARY LINE OF LAS JUNTAS STREET, 50 FEET; THENCE EASTERLY ON A LINE PARALLEL TO THE NORTHERLY BOUNDARY LINE OF GREEN STREET, 97 FEET; THENCE WESTERLY ON A LINE PARALLEL TO LAS JUNTAS STREET, 50 FEET, MORE OR LESS, TO THE INTERSECTION OF THE SAME WITH THE SOUTHERLY BOUNDARY LINE OF LOT 2 IN SAID BLOCK; THENCE WESTERLY ALONG THE SOUTHERLY BOUNDARY LINE OF LOTS 2 AND 3 TO THE POINT OF BEGINNING, BEING A LOT 50 FEET BY 97 FEET WITH A 50 FOOT FRONTAGE ON LAS JUNTAS STREET. APN: 373-267-005 May 23, 2017 Contra Costa County Board of Supervisors 925 Department of Conservation and Development 30 Muir Road, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: PARCEL A, AS SHOWN ON THAT CERTAIN PARCEL MAP M.S. 552-82 FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA ON MAY 27, 1982, IN BOOK 101 OF PARCEL MAPS, PAGE 17. PARCEL TWO: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 22 FEET IN WIDTH, THE CENTER LINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING ON THE NORTHERLY LINE OF PARCEL "1" AS SHOWN ON THE PARCEL MAP FILED NOVEMBER 02, 1981, IN BOOK 98 OF PARCEL MAPS, PAGE 12, CONTRA COSTA COUNTY RECORDS, DISTANT THEREON WESTERLY ALONG THE ARC OF A CURVE TO THE LEFT WITH A RADIUS OF 370.03 FEET, THROUGH A CENTRAL ANGLE OF 4° 04' 09", AN ARC DISTANCE OF 26.82 FEET, FROM THE NORTHEASTERLY CORNER THEREOF; THENCE FROM SAID POINT OF BEGINNING, SOUTH 2° 34' 44" WEST, 30.28 FEET AND SOUTH 20° 28' 45" WEST, 200.11 FEET. PARCEL THREE: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 22 FEET IN WIDTH THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: COMMENCING ON THE LINE DESCRIBED AS "NORTH 29° 00' 00" EAST, 314.32 FEET", IN PARCEL ONE ABOVE DISTANT THEREON SOUTH 29° 00' 00" WEST, 39.00 FEET FROM THE NORTHERLY TERMINUS THEREOF; THENCE FROM SAID POINT OF COMMENCEMENT SOUTH 61° 00' 00' 00" EAST, 56.5 FEET; THENCE NORTH 29° 00' 00" EAST, 66.66 FEET; THENCE NORTHEASTERLY ALONG A TANGENT CURVE TO THE RIGHT WITH A RADIUS OF 161.34 FEET, THROUGH A CENTRAL ANGLE OF 25° 03' 28", AN ARC DISTANCE OF 70.56 FEET TO A POINT ON THE LINE DESCRIBED AS "SOUTH 35° 56' May 23, 2017 Contra Costa County Board of Supervisors 926 32" EAST 79.24 FEET" IN PARCEL ONE ABOVE, BEING THE TRUE POINT OF BEGINNING; THENCE FROM SAID POINT OF BEGINNING EASTERLY ALONG A COMPOUND CURVE WITH A RADIUS OF 437.54 FEET, THROUGH A CENTRAL ANGLE OF 18° 12' 28", AN ARC DISTANCE OF 139.04 FEET; THENCE ALONG A COMPOUND CURVE WITH A RADIUS OF 325.53 FEET, THROUGH A CENTRAL ANGLE OF 19° 29' 59", AN ARC DISTANCE OF 110.80 FEET, TO A POINT ON THE CENTERLINE OF PARCEL TWO ABOVE, WHICH BEARS NORTH 20° 28' 45" EAST, 185.11 FEET FROM THE SOUTHERLY TERMINUS THEREOF. PARCEL FOUR: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 18 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY TERMINUS OF PARCEL TWO ABOVE; THENCE FROM SAID POINT OF BEGINNING SOUTHWESTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 44 FEET, THE TANGENT OF WHICH BEARS NORTH 20° 28' 45" EAST, THROUGH A CENTRAL ANGLE OF 68° 31' 15", AN ARC DISTANCE OF 52.62 FEET; THENCE SOUTH 89° 00' 00" WEST, 37.96 FEET; THENCE SOUTH 29° 00' 00" WEST, 67.72 FEET TO A POINT ON THE LINE DESCRIBED AS "SOUTH 20° 28' 45" WEST, 61.5 FEET" IN PARCEL ONE ABOVE, DISTANT NORTH 20° 28' 45" EAST, 51.54 FEET FROM THE SOUTHERLY TERMINUS THEREOF; THENCE SOUTH 20° 28' 45" WEST ALONG SAID LINE, 51.54 FEET. EXCEPTING THEREFROM: THAT PORTION THEREOF LYING WITHIN PARCEL ONE ABOVE. PARCEL FIVE: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS AN APPURTENANCE TO PARCEL ONE ABOVE, OVER A STRIP OF LAND 18 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY TERMINUS OF PARCEL TWO ABOVE; THENCE FROM SAID POINT OF BEGINNING ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 44 FEET, THE TANGENT OF WHICH BEARS NORTH 20° 28' 45" EAST, THROUGH A CENTRAL ANGLE OF 35° 13' 15", AN ARC DISTANCE OF 27.05 FEET; May 23, 2017 Contra Costa County Board of Supervisors 927 THENCE ALONG A REVERSE CURVE WITH A RADIUS OF 44 FEET, THROUGH A CENTRAL ANGLE OF 35° 13' 35", AN ARC DISTANCE OF 27.05 FEET; THENCE SOUTH 20° 28' 45" WEST, 148.31 FEET TO A POINT ON THE LINE DESCRIBED AS "SOUTH 69° 31' 15" EAST, 21.5 FEET" IN PARCEL ONE ABOVE, DISTANT NORTH 69° 31' 15" WEST, 9.00 FEET FROM THE EASTERLY TERMINUS THEREOF. (NOTE: THE EXTERIOR BOUNDARY LINES OF THE EASEMENTS DESCRIBED AS PARCELS TWO, THREE, FOUR AND FIVE ABOVE ARE TO BE LENGTHENED OR SHORTENED SO AS TO FORM CONTINUOUS STRIPS OF LAND.) APN: 162-493-009 May 23, 2017 Contra Costa County Board of Supervisors 928 Employment and Human Services Department 40 Douglas Drive, Martinez, California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: A PORTION OF LOT 3 OF THE AMENDED MAP OF SUBDIVISION 6265, FILED OCTOBER 19, 1983, IN BOOK 274 OF MAPS, PAGE 1, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST EASTERLY CORNER OF SAID LOT 3; THENCE ALONG THE SOUTHEAST LINE OF SAID LOT 3 SOUTH 53° 04' 05" WEST, 226.00 FEET; THENCE SOUTH 61° 03' 07" WEST, 91.39 FEET TO THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE FROM SAID POINT OF BEGINNING SOUTH 61° 03' 07" WEST, 285.71 FEET; THENCE NORTH 67° 29' 47" WEST, 57.91 FEET; THENCE NORTH 15° 56' 18" WEST, 117.83 FEET TO A POINT ON A CURVE AND BEING ON THE SOUTH RIGHT OF WAY LINE OF DOUGLAS DRIVE; THENCE ALONG SAID SOUTH RIGHT OF WAY LINE AND BEING A NONTANGENT CURVE TO THE RIGHT FROM WHICH THE CENTER BEARS SOUTH 67° 00' 24° EAST HAVING A RADIUS OF 160.00 FEET, THROUGH A CENTRAL ANGLE OF 34° 22' 48", AN ARC LENGTH OF 96.01 FEET; THENCE TANGENT TO THE LAST CURVE NORTH 57° 22' 25" EAST, 192.51 FEET; THENCE NORTH 54° 10' 20" EAST, 14.05 FEET; THENCE LEAVING SAID SOUTH LINE OF DOUGLAS DRIVE SOUTH 24° 41' 00" EAST, 89.31 FEET; THENCE SOUTH 36° 55' 55" EAST, 134.03 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM: THAT PORTION OF SAID LOT 3 DESCRIBED AS FOLLOWS: BEGINNING ON THE EAST LINE OF DOUGLAS DRIVE AT THE NORTHWEST CORNER OF LOT 3; THENCE SOUTHERLY ALONG THE WEST LINE OF LOT 3, SOUTH 15° 56' 18" EAST, 117.84 FEET TO THE ACTUAL POINT OF BEGINNING; THENCE ALONG THE SOUTHWEST LINE OF SAID LOT 3, SOUTH 67° 29' 47" EAST, 14.00 FEET; THENCE NORTH 29° 43' 13" WEST, 46.01 FEET; THENCE SOUTH 15° 56' 18" EAST, 35.98 FEET TO THE ACTUAL POINT OF BEGINNING. PARCEL TWO: A PORTION OF PARCEL A OF THE AMENDED MAP OF SUBDIVISION 6265, FILED OCTOBER 19, 1983, IN BOOK 274 OF MAPS PAGE 1, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: May 23, 2017 Contra Costa County Board of Supervisors 929 BEGINNING ON THE EAST LINE OF DOUGLAS DRIVE AT THE NORTHWEST CORNER OF LOT 3 OF THE AMENDED MAP OF SUBDIVISION 6265, BOOK 274 OF MAPS, PAGE 1; THENCE SOUTHERLY ALONG THE WEST LINE OF SAID LOT 3, SOUTH 15° 56' 18" EAST, 81.86 FEET; THENCE LEAVING SAID WEST THE NORTH 29° 43' 13" WEST, 36.99 FEET; THENCE NORTH 5° 04' 43" WEST, 46,77 FEET TO THE POINT OF APN: 376210045 May 23, 2017 Contra Costa County Board of Supervisors 930 Health Services Administration 597 Center Avenue, Martinez California Real property in the City of Martinez, County of Contra Costa, State of California, described as follows: PARCEL ONE: PARCEL "C", MAP OF SUBDIVISION MS 551-85, FILED AUGUST 15, 1985, BOOK 117 OF PARCEL MAPS, PAGE 36, CONTRA COSTA COUNTY RECORDS, AS AMENDED BY THAT CERTAIN CERTIFICATE OF CORRECTION RECORDED MARCH 17, 1986, BOOK 12786, PAGE 468, OFFICIAL RECORDS. PARCEL TWO: RIGHT OF WAY CREATED IN REFERENCE TO PARCEL ONE ABOVE IN THE DEED FROM DUFFEL FINANCIAL AND CONSTRUCTION COMPANY TO CALIFORNIA COUNTIES LEASE FINANCING AUTHORITY, DATED SEPTEMBER 29, 1989 AND RECORDED OCTOBER 02, 1989, BOOK 15385, PAGE 560, OFFICIAL RECORDS, AS FOLLOWS: AN EASEMENT (NOT TO BE EXCLUSIVE) AS AN APPURTENANCE TO PARCEL ONE ABOVE FOR PRIVATE ACCESS AND PARKING OVER THAT PORTION OF PARCEL "B", MAP OF SUBDIVISION MS 551-85, FILED AUGUST 15, 1985, BOOK 117 OF PARCEL MAPS, PAGE 36, CONTRA COSTA COUNTY RECORDS, LYING WITHIN THE AREA DESIGNATED AS "PRIVATE ACCESS AND PARKING EASEMENT" ON SAID PARCEL MAP. PARCEL THREE: ALL RIGHT, TITLE AND INTEREST, INCLUDING EASEMENTS, APPURTENANT TO PARCEL ONE ABOVE CREATED BY THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR MUIRWOOD MARTINEZ COMPLEX, DATED OCTOBER 09, 1985 AND RECORDED JUNE 19, 1986, BOOK 12949, PAGE 20, OFFICIAL RECORDS (THE "DECLARATION") IN AND TO THOSE PORTIONS OF THE COMMON AREA (AS DEFINED IN THE DECLARATION) LOCATED ON PARCELS "A" AND "B" (117 PM 36). APN: 162-493-014-3 May 23, 2017 Contra Costa County Board of Supervisors 931 EXHIBIT B Lease Terms Facility Term Maximum Extension Summit Center 6/1/2032 6/1/2042 Contra Costa County District Attorney’s Office 6/1/2032 6/1/2042 Department of Conservation and Development 6/1/2032 6/1/2042 Employment and Human Services Department 6/1/2032 6/1/2042 Health Services Administration 6/1/2032 6/1/2042 May 23, 2017 Contra Costa County Board of Supervisors 932 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 May 23, 2017, pursuant to authority conferred by Resolution No. 2017/[_] of the Authority adopted on May 23, 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: Lisa Driscoll Deputy Executive Director and Assistant Secretary of the Board of Directors May 23, 2017 Contra Costa County Board of Supervisors 933 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 May 23, 2017 Contra Costa County Board of Supervisors 934 CONTINUING COVENANT AGREEMENT dated as of May 1, 2017, among COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, COUNTY OF CONTRA COSTA, DNT ASSET TRUST, as Purchaser and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Bondholder Representative relating to $100,000,000 COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (REFUNDING AND CAPITAL PROJECTS) 2017 SERIES B May 23, 2017 Contra Costa County Board of Supervisors 935 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 ...............................................12 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 COUNTY’S AND AUTHORITY’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 3.06. Obligations Absolute ...........................................................................18 Section 3.07. Prepayment; Funding Indemnity..........................................................18 Section 3.08. City’s Obligations Are Payable Pursuant to Terms of Sublease ...............................................................................................19 ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE OF BONDS ....................................19 Section 4.01. Documentary Requirements.................................................................19 Section 4.02. Litigation ..............................................................................................22 Section 4.03. Other Matters .......................................................................................22 Section 4.04. Payment of Fees and Expenses ............................................................22 ARTICLE V REPRESENTATIONS AND WARRANTIES ........................................................23 Section 5.01. Representations of the County .............................................................23 Section 5.02. Representations of the Authority .........................................................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 .................................32 Section 6.04. Insurance ..............................................................................................33 Section 6.05. Reports .................................................................................................33 May 23, 2017 Contra Costa County Board of Supervisors 936 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 6.09. Reserved ...............................................................................................36 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 ..................................................................38 Section 6.19. Other Agreements ................................................................................38 Section 6.20. Immunity from Jurisdiction .................................................................38 Section 6.21. Swap Contracts ....................................................................................39 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.................................................................................40 Section 6.27. Environmental Laws ............................................................................40 Section 6.28. Federal Reserve Board Regulations .....................................................40 Section 6.29. Underlying Rating ................................................................................40 Section 6.31. Repayment of Purchaser ......................................................................40 Section 6.32. Disaster Relief ......................................................................................41 Section 6.33. Voluntary Rent Abatement ..................................................................41 Section 6.25. Operation and Maintenance of the Project...........................................41 Section 6.26. Compliance with Laws; Taxes and Assessments .................................41 Section 6.36. Fair Rental Value .................................................................................41 Section 6.20. 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 the Purchaser ..............................................................................................46 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 May 23, 2017 Contra Costa County Board of Supervisors 937 Section 9.01. Patriot Act Notice ................................................................................47 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. Prior Understandings ...........................................................................51 Section 9.11. Duration ...............................................................................................51 Section 9.12. Counterparts .........................................................................................51 Section 9.13. Successors and Assigns........................................................................51 Section 9.14. No Advisory or Fiduciary Responsibility ............................................53 Section 9.15. Headings ..............................................................................................54 Section 9.16. Electronic Signatures ...........................................................................54 Section 9.17. Bondholder Representative ..................................................................54 EXHIBITS EXHIBIT A – FORM OF COMPLIANCE CERTIFICATE May 23, 2017 Contra Costa County Board of Supervisors 938 CONTINUING COVENANT AGREEMENT This CONTINUING COVENANT AGREEMENT, dated as of May 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”), DNT ASSET TRUST, a Delaware business trust and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION. R ECITALS WHEREAS, the Authority is issuing its Lease Revenue Bonds (Refunding and Capital Projects) 2017 Series B (the “Bonds”) pursuant to a Trust Agreement dated as of May 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 County wishes 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 (as hereinafter defined) has agreed to purchase the Bonds, and as a condition to such purchase, the Bondholder Representative, on behalf of 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, the Bondholder Representative and the Purchaser hereby agree as follows: May 23, 2017 Contra Costa County Board of Supervisors 939 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. “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 Authorized Officer” means any of the following officials of the Authority: the Chair, the Vice-Chair, the Executive Director, the Assistant Executive Director or the Deputy Executive Director or a designee of any such officer. “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 May 23, 2017 Contra Costa County Board of Supervisors 940 Funds Effective 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. “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. “Bondholder Representative” means JPMorgan Chase Bank, National Association, and its successors and assigns. “Bonds” has the meaning set forth in the recitals 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 Bondholder Representative 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 Authorized Officer” means any of the following County officials: the Chair of the Board of Supervisors, the County Administrator of the County or the County Finance Director or by any such officials’ duly appointed designee. “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), (c) or (e) of the definition of Debt) of the County (including, without May 23, 2017 Contra Costa County Board of Supervisors 941 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. “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%). “Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction. “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 May 23, 2017 Contra Costa County Board of Supervisors 942 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, the Bondholder Representative, on behalf of the Purchaser, 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; 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, the Bondholder Representative, on behalf of the Purchaser, or former Bondholder, the Authority shall promptly reimburse, as Additional Payments, but solely from payments made by the County, such Bondholder, the Bondholder Representative, on behalf of the Purchaser, 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. “Effective Date” means May __, 2017 subject to the satisfaction or waiver by the Bondholder Representative, on behalf of 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. May 23, 2017 Contra Costa County Board of Supervisors 943 “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 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 May 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 March 3, 2017, having the document number identified in the Trust Agreement, 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 Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate, provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to zero for the purposes of this Agreement. 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. May 23, 2017 Contra Costa County Board of Supervisors 944 “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. “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. May 23, 2017 Contra Costa County Board of Supervisors 945 “Indemnitee” has the meaning set forth in Section 8.01 hereof. “Investment Policy” means the investment policy of the County delivered to the Bondholder Representative, on behalf of the Purchaser, pursuant to Section 4.01(a)(iv) 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. “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, DNT Asset Trust 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 (a) for each Rental Payment Period, [$____________] or, (b) if the fair rental value of the Facilities has changed after the Effective Date (other than as described in (a) above), including through 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. May 23, 2017 Contra Costa County Board of Supervisors 946 “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. “NYFRB” means the Federal Reserve Bank of New York. “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” means the Office of Foreign Assets Control of the United States Department of the Treasury. “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 Debt 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 the rate of interest per annum publicly announced from time to time by the Bondholder Representative as its prime rate in effect at its principal offices in New York, May 23, 2017 Contra Costa County Board of Supervisors 947 New York. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. 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%). “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, DNT Asset Trust, a Delaware business trust, 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. “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. “Sanction(s)” means any international economic sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority. “Site Lease” means the lease, entitled “Site Lease,” by and between the County and the Authority, dated as of May 1, 2017, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on May __, 2017, having the document number identified in the Trust Agreement, 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. May 23, 2017 Contra Costa County Board of Supervisors 948 “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), 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, a per annum rate equal to [___]. “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 May 23, 2017 Contra Costa County Board of Supervisors 949 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 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 Bondholder Representative, on behalf of the Purchaser, may by notice to the other party hereto, require that the Bondholder Representative, on behalf of the Purchaser, the County and/or the Authority, as applicable, 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 Bondholder Representative, on behalf of 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 May 23, 2017 Contra Costa County Board of Supervisors 950 shall be effective as to this Agreement until specifically agreed to in writing by the parties hereto with specific reference to this Agreement. 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 $100,000,000 for the Bonds (the “Purchase Price”). (b) Closing. On the Effective Date, the County and the Authority shall deliver to the Bondholder Representative, on behalf of the Purchaser, the documents described in Article IV hereof. Upon delivery of such documents and the satisfaction or waiver by the Bondholder Representative, on behalf of 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 Purchase Price, shall be issued to and registered in the name of the Purchaser, or as otherwise directed by the Bondholder Representative, on behalf of the Purchaser. The Bonds shall be so issued and registered to and held by the Bondholder Representative, on behalf of the Purchaser, or as otherwise directed by the Purchaser. 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. May 23, 2017 Contra Costa County Board of Supervisors 951 (b) The principal of 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 Authority 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 Bondholder Representative, on behalf of 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 Bondholder Representative and 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 Bondholder Representative, on behalf of 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 Bondholder Representative and the Purchaser; (iii) the reasonable fees and out-of-pocket expenses for counsel or other reasonably required consultants to the Bondholder Representative and the Purchaser in connection with advising the Bondholder Representative, on behalf of 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 May 23, 2017 Contra Costa County Board of Supervisors 952 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 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 reasonably determined by such Bondholder (or, if applicable, the May 23, 2017 Contra Costa County Board of Supervisors 953 Purchaser) 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 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. May 23, 2017 Contra Costa County Board of Supervisors 954 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; May 23, 2017 Contra Costa County Board of Supervisors 955 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 Bondholder Representative, on behalf of 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. Prepayment; Funding Indemnity. (a) The Bonds are not subject to prepayment at the option of the County. (b) In the event a Bondholder shall incur any loss, cost, or expense (including, without limitation, any loss, cost, or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired or contracted to be acquired by such Bondholder to purchase or May 23, 2017 Contra Costa County Board of Supervisors 956 hold the Bonds or the relending or reinvesting of such deposits or other funds or amounts paid or prepaid to the Bondholder or the Bondholder Representative, on behalf of the Purchaser, as applicable) as a result of any purchase, redemption (not including the redemptions required pursuant to Sections 4.01 or 4.03 of the Trust Agreement) or other prepayment of the Bonds for any reason, whether before or after default, and whether or not such payment is required by any provision of this Agreement or the Trust Agreement, then upon the demand of such Bondholder, the County shall pay to such Bondholder or the Bondholder Representative, on behalf of the Purchaser, as applicable, a premium in such amount as will reimburse such Bondholder for such loss, cost, or expense. If such Bondholder requests such premium, it shall provide to the County, a certificate prepared in good faith and in reasonable detail setting forth the computation of the loss, cost, or expense giving rise to the request for such premium in reasonable detail and such certificate shall be conclusive if reasonably determined. 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 Bondholder Representative 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 Bondholder Representative. May 23, 2017 Contra Costa County Board of Supervisors 957 (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 (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 Bondholder Representative or on which the Purchaser and the Bondholder Representative are 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 Bondholder Representative 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 Authority 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 Bondholder Representative may reasonably request; and May 23, 2017 Contra Costa County Board of Supervisors 958 (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 Bondholder Representative 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, 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 Bondholder Representative; May 23, 2017 Contra Costa County Board of Supervisors 959 (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 Bondholder Representative, with such endorsements and affirmative coverages as may be reasonably required by the Bondholder Representative, and otherwise in form and substance satisfactory to the Bondholder Representative and its counsel; (viii) a flood zone determination on the Facilities and, if located within a special flood hazard area, evidence of flood insurance on the Facilities, in each case, in form and substance satisfactory to the Bondholder Representative, on behalf of the Purchaser; and (ix) 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. Section 4.02. Litigation. The Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of the Purchaser, may reasonably request. 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 Bondholder Representative and its counsel, and the Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of the Purchaser, may reasonably request. Section 4.04. Payment of Fees and Expenses. On or prior to the Effective Date, the Bondholder Representative, on behalf of 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; and (ii) any fee payable to the California Debt and Investment Advisory Commission by the Purchaser with respect to the Bonds. May 23, 2017 Contra Costa County Board of Supervisors 960 ARTICLE V REPRESENTATIONS AND WARRANTIES Section 5.01. Representations of the County. The County makes the following representations and warranties to the Bondholder Representative, on behalf of the Purchaser, and 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 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 May 23, 2017 Contra Costa County Board of Supervisors 961 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 Bondholder Representative, on behalf of the Purchaser, has received an opinion of counsel satisfactory to the Bondholder Representative, on behalf of the Purchaser, in form and substance satisfactory to the Bondholder Representative, on behalf of the Purchaser, and the Bondholder Representative’s legal counsel, to the effect that such action, suit or proceeding is without substantial merit. (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 Macias, Gini & O’Connell LLP, or a nationally recognized independent public accountants reasonably acceptable to the Bondholder Representative, on behalf of the Purchaser, heretofore furnished to the Bondholder Representative, on behalf of the Purchaser, (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 May 23, 2017 Contra Costa County Board of Supervisors 962 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. 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 Bondholder Representative, on behalf 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 Bondholder Representative, on behalf of the Purchaser, were, at the time the same were so furnished, correct in all material respects. May 23, 2017 Contra Costa County Board of Supervisors 963 Any financial, budget and other projections furnished by the County to the Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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. (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 interest rate on the obligations of the County under the Related Documents and the Bonds and all other Obligations hereunder will not violate California usury limitations. (q) Nature of Obligations. The Bonds and the other Obligations are payable from the Lease Payments appropriated from the County’s general fund. May 23, 2017 Contra Costa County Board of Supervisors 964 (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, 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 of 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 May 23, 2017 Contra Costa County Board of Supervisors 965 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) OFAC. To the knowledge of the County, the County, (a) is not currently the subject of any Sanctions, (b) is not located, organized or residing in any Designated Jurisdiction, or (c) is not or has not been (within the previous five (5) years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. The proceeds from the Bonds or the transaction contemplated by this Agreement have not been used, directly or indirectly, to lend, contribute, provide or otherwise be made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Bondholder) of Sanctions. Section 5.02. Representations of the Authority. The Authority makes the following representations and warranties to the Bondholder Representative, on behalf of the Purchaser, and 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 Conservation 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. May 23, 2017 Contra Costa County Board of Supervisors 966 (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 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, May 23, 2017 Contra Costa County Board of Supervisors 967 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 Bondholder Representative, on behalf of the Purchaser, has received an opinion of counsel satisfactory to the Bondholder Representative, on behalf of the Purchaser, in form and substance satisfactory to the Bondholder Representative, on behalf of the Purchaser, and the Bondholder Representative’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 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 May 23, 2017 Contra Costa County Board of Supervisors 968 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 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 Bondholder Representative, on behalf of 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) May 23, 2017 Contra Costa County Board of Supervisors 969 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 interest rate on obligations of the Authority under the Related Documents and the Bonds and all other Obligations will not violate any California usury limitations. (p) OFAC. To the knowledge of the Authority, the Authority, (a) is not currently the subject of any Sanctions, (b) is not located, organized or residing in any Designated Jurisdiction, or (c) is not or has not been (within the previous five (5) years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. The proceeds from the Bonds or the transaction contemplated by this Agreement have not been used, directly or indirectly, to lend, contribute, provide or otherwise be made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Bondholder) of Sanctions. 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 Bondholder Representative, on behalf of the Bondholder Representative, on behalf of 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 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 May 23, 2017 Contra Costa County Board of Supervisors 970 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 Bondholder Representative, on behalf of the Purchaser in form and detail satisfactory to the Bondholder Representative, on behalf of 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 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 May 23, 2017 Contra Costa County Board of Supervisors 971 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 Bondholder Representative, on behalf of 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) Reserved. (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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf 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; 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. May 23, 2017 Contra Costa County Board of Supervisors 972 (g) Litigation. As promptly as practicable, written notice to the Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of the Purchaser, (at the expense of the Bondholder Representative, 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 Bondholder Representative 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 Bondholder Representative, on behalf of 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 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 May 23, 2017 Contra Costa County Board of Supervisors 973 it is specifically waived by the Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of the Purchaser, which shall only be evidenced by the written approval by the Bondholder Representative, on behalf of the Purchaser, of the same; provided that the Bondholder Representative shall not unreasonably withhold such written approval. 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 Bondholder Representative, on behalf 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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. May 23, 2017 Contra Costa County Board of Supervisors 974 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 Bondholder Representative, on behalf 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf 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 Bondholder Representative, on behalf 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 Bondholder Representative, on behalf of 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. May 23, 2017 Contra Costa County Board of Supervisors 975 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 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 requesting a waiver or an amendment or modification of any provisions in such Bank Agreement or related agreements in advance of any such event of default or event or condition occurring (each such event referred to herein as a “Potential Default/Event of Default”), caused or to be 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 Purchaser 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 Bondholder Representative, on behalf of 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 May 23, 2017 Contra Costa County Board of Supervisors 976 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 Bondholder Representative, on behalf of the Purchaser, neither the County nor the Authority will enter into any Swap Contract relating to Debt (i) wherein any 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 Bondholder Representative, on behalf 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. May 23, 2017 Contra Costa County Board of Supervisors 977 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 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 Bondholder Representative, on behalf of 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. May 23, 2017 Contra Costa County Board of Supervisors 978 (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 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 to repair the Facilities 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 County Administrator 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 Board of Supervisors, 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 May 23, 2017 Contra Costa County Board of Supervisors 979 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. 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 Bondholder Representative, on behalf of the 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 Bondholder Representative, on behalf of the Purchaser, provides notice to the County or the Authority of such default; provided, however, that (except for the covenants set forth in Section 6.04, 6.05(f) and 6.07), 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 May 23, 2017 Contra Costa County Board of Supervisors 980 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 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 a County Authorized Officer or an Authority Authorized Officer; 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 May 23, 2017 Contra Costa County Board of Supervisors 981 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 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 Bondholder Representative, on behalf of 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 May 23, 2017 Contra Costa County Board of Supervisors 982 (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. 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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; May 23, 2017 Contra Costa County Board of Supervisors 983 provided, however, that notwithstanding any acceleration of the Bonds, the Purchaser, the Bondholder Representative, the Authority and the County acknowledge that Lease Payments may not be accelerated under the Facilities Lease. Section 7.03. Remedies Cumulative; Solely for the Benefit of the Purchaser. To the extent permitted by, and subject to the mandatory requirements of, applicable Law, each and every 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 or the Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf of 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 or Bondholder Representative, on behalf 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 Bondholder Representative, the Purchaser and each other May 23, 2017 Contra Costa County Board of Supervisors 984 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 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. The Purchaser is subject to the Patriot Act and hereby notifies the County and the Authority that pursuant to the requirements of the Patriot Act, the Bondholder Representative, on behalf of the Purchaser, 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 Bondholder Representative, on behalf of the Purchaser, to identify the County and the Authority in accordance with the Patriot Act. The County and the Authority shall, promptly following a request by the Bondholder Representative, on behalf of the Purchaser, provide all documentation and other information that the Bondholder Representative, on behalf of the Purchaser, requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf 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 Bondholder Representative, on behalf of the Purchaser, or the Trustee may make, execute and record any and all such instruments, certificates and other May 23, 2017 Contra Costa County Board of Supervisors 985 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 Bondholder Representative, on behalf of the Purchaser, or the Trustee, the County and/or the Authority, as applicable, 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 Bondholder Representative, on behalf of 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 Bondholder Representative, on behalf 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: May 23, 2017 Contra Costa County Board of Supervisors 986 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 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 Bondholder Representative: ________________________ ________________________ ________________________ ________________________ Attention: _______________ Facsimile: _______________ Telephone: _______________ The Trustee: Wells Fargo Bank, National Association 333 Market Street, 18th Floor San Francisco, California 94105 Attention: Corporate Trust Services Facsimile: (415) 371-3400 Telephone: (415) 801-8583 The Purchaser may rely on any notice (including, to the extent that written notice is not required, telephone communication) purportedly made by or on behalf of the County or the Authority, 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 May 23, 2017 Contra Costa County Board of Supervisors 987 evidenced by certificates of deposit, whether matured or unmatured, but not including trust 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 May 23, 2017 Contra Costa County Board of Supervisors 988 OF ALL CLAIMS PURSUANT TO JUDICIAL REFERENCE AS PROVIDED IN CALIFORNIA CODE OF CIVIL 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. DNT Asset Trust 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 May 23, 2017 Contra Costa County Board of Supervisors 989 written notice to the County, the Authority and the Trustee and such 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 DNT Asset Trust 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, DNT Asset Trust (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 May 23, 2017 Contra Costa County Board of Supervisors 990 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. May 23, 2017 Contra Costa County Board of Supervisors 991 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. Section 9.17. Bondholder Representative. So long as the Purchaser is the Purchaser hereunder, the parties hereto hereby agree that: (i) the Bondholder Representative, on behalf of the Purchaser, shall be the recipient of all notices and other communications and requests delivered pursuant to the terms of this Agreement and the Trust Agreement; (ii) the Bondholder Representative shall be the party to consent, on behalf of the Purchaser, to any request for a waiver or consent from the County or any other party under the Trust Agreement, this Continuing Covenant Agreement or any other Related Document; (iii) the Bondholder Representative, on behalf of the Purchaser, shall exercise any and all rights the Purchaser may have to direct remedies under this Continuing Covenant Agreement; and (iv) to the extent not covered in clauses (i), (ii) and (iii) above, the Bondholder Representative shall take any and all actions under this Continuing Covenant Agreement and the Trust Agreement which may be required or at the discretion of the Bondholder Representative, on behalf of the Purchaser. Notwithstanding the foregoing, if, at any time, the initial Purchaser is not the Purchaser hereunder, this provision and all other references to the Bondholder Representative shall be deemed to be references to the Purchaser. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] May 23, 2017 Contra Costa County Board of Supervisors 992 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the Effective Date. DNT ASSET TRUST By: ____________________________________ Name: ______________________________ Title: _______________________________ COUNTY OF CONTRA COSTA By: ____________________________________ Name: Federal D. Glover Title: Chair of the Board of Supervisors COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: ____________________________________ Name: Federal D. Glover Title: Chair of the Board of Directors JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Bondholder Representative By: ____________________________________ Name: ______________________________ Title: _______________________________ May 23, 2017 Contra Costa County Board of Supervisors 993 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE This Compliance Certificate (this “Certificate”) is furnished to JPMorgan Chase Bank, National Association (the “Bondholder Representative”) pursuant to the Continuing Covenant Agreement dated as of May 1, 2017 (the “Agreement”), among the County of Contra Costa (the “County”), the County of Contra Costa Financing Authority, DNT Asset Trust and the Bondholder Representative. 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 Auditor Controller 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: _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ May 23, 2017 Contra Costa County Board of Supervisors 994 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: Robert R. Campbell Title: Auditor Controller May 23, 2017 Contra Costa County Board of Supervisors 995 SCHEDULE I AMORTIZATION SCHEDULE May 23, 2017 Contra Costa County Board of Supervisors 996 RECOMMENDATION(S): APPROVE and AUTHORIZE the Chair, Board of Supervisors, to execute the Federal Apportionment State Match Program Agreement with the California Department of Transportation (Caltrans), which will authorize the County to receive the amount of $100,000 from the State Matching Funds for Fiscal Year 2016/2017, for transportation purposes, as recommended by the Public Works Director, Countywide. FISCAL IMPACT: This agreement will authorize the County to receive the amount of $100,000 from the State Matching funds. BACKGROUND: The Federal Apportionment State Match Program Agreement No. X17-5928(141) specifies that Caltrans agrees to pay the County $100,000 from the unobligated balance of its State Matching monies for Fiscal Year 2016/2017. The money must be used for transportation purposes in accordance with Article XIX of the California State Constitution. CONSEQUENCE OF NEGATIVE ACTION: Failure to approve this agreement will eliminate a potential funding source. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Nancy Wein, 925. 313-2275 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: Stacey M. Boyd, Deputy cc: Nancy Wein C. 6 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:APPROVE and AUTHORIZE the Chair, Board of Supervisors, to execute the State Match Agreement with Caltrans for Fiscal Year 2016-2017, Countywide. May 23, 2017 Contra Costa County Board of Supervisors 997 AGENDA ATTACHMENTS State Match Agreement FY 2016-2017 MINUTES ATTACHMENTS Signed: State Match Agreement May 23, 2017 Contra Costa County Board of Supervisors 998 May 23, 2017 Contra Costa County Board of Supervisors 999 May 23, 2017 Contra Costa County Board of Supervisors 1000 May 23, 2017 Contra Costa County Board of Supervisors 1001 May 23, 2017 Contra Costa County Board of Supervisors 1002 May 23, 2017 Contra Costa County Board of Supervisors 1003 May 23, 2017 Contra Costa County Board of Supervisors 1004 May 23, 2017 Contra Costa County Board of Supervisors 1005 May 23, 2017 Contra Costa County Board of Supervisors 1006 RECOMMENDATION(S): (1) APPROVE the specifications for the 2017 On-Call Grinding Services Contract(s) for Various Road Maintenance Work, Countywide. Project No. 0672-6U2123-17 (All Districts) (2) DETERMINE that Pavement Coatings Co., the lowest monetary bidder, has complied with the requirements of the project specifications; and FURTHER DETERMINE that Pavement Coatings Co. has submitted the lowest responsive and responsible bid for the contract. (3) AWARD the on-call contract to Pavement Coatings Co., in a not to exceed amount ($200,000.00) and the unit prices submitted in the bid ($6,700.00 Total Unit Price). (4) DIRECT that the Public Works Director, or designee, shall prepare the contract. (5) ORDER that after the contractor has signed the contract and returned it, together with any required certificates 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. (8) ORDER that, the Public Works Director, or designee, is authorized to sign any escrow agreements prepared for this project APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 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:May 23, 2017 Contra Costa County Subject:Construction Contract for the 2017 On-Call Grinding Services Contract(s) for Various Road Maintenance Work, Countywide. May 23, 2017 Contra Costa County Board of Supervisors 1007 RECOMMENDATION(S): (CONT'D) 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 Contracts Code Section 22300. (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. (10) DECLARE that, should the award of the contract to Pavement Coatings Co. be invalidated for any reason, the Board would not in any event have awarded the contract to any other bidder, but instead would have exercised its discretion to reject all of the bids received. Nothing in this Board Order shall prevent the Board from re-awarding the contract to another bidder in cases where the successful bidder establishes a mistake, refuses to sign the contract, or fails to furnish required bonds or insurance (see Public Contract Code Sections 5100-5107). FISCAL IMPACT: The contract, for a maximum amount of $200,000, will be funded by 100% Local Road. BACKGROUND: The above project was previously approved by the Board of Supervisors, specifications were filed with and approved by the Board, and bids were invited by the Public Works Director. On May 2, 2017, the Public Works Department received bids from the following contractors: BIDDER, TOTAL UNIT AMOUNT Pavement Coatings Co.: $6,700.00 Total Unit Price ABSL Construction: $9,400 Total Unit Price The Public Works Director has reported that the bid submitted by Pavement Coating Co. complies with the requirements of the project specifications. The Public Works Director recommends that the bid submitted by Pavement Coatings Co. is the lowest responsive and responsible bid and this Board so concurs and finds. The general prevailing rates of wages, which shall be the minimum rates paid on this project, have been filed with the Clerk of the Board, with copies to be made available to any party upon request. CONSEQUENCE OF NEGATIVE ACTION: The Public Works Department may be unable to complete routine road maintenance work in a timely manner. May 23, 2017 Contra Costa County Board of Supervisors 1008 RECOMMENDATION(S): (1) APPROVE plans, specifications, and design for the Byron Highway and Camino Diablo Intersection Improvements Project, Byron area. County Project No. 0662-6R4094, Federal Project No. HRRRL 5928 (117), (District III) (2) DETERMINE that the bid submitted by Granite Rock Company (Granite Rock), demonstrated adequate good faith efforts to meet the Disadvantage Business Enterprise (DBE) requirements for this project and that Granite Rock has submitted the lowest responsive and responsible bid for this project. (3) AWARD the construction contract for the above project to Granite Rock in the listed amount ($1,948,971.40) and the unit prices submitted in the bid, and DIRECT that Granite Rock shall present two good and sufficient surety bonds, as indicated below, and that the Public Works Director, or designee, shall prepare the contract. (4) ORDER that, after the contractor has signed the contract and returned it, together with the bonds as noted below and any required certificates of insurance or 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. (5) APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 5 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:Construction Contract for the Byron Highway and Camino Diablo Intersection Improvements Project, Byron area. May 23, 2017 Contra Costa County Board of Supervisors 1009 RECOMMENDATION(S): (CONT'D) ORDER that, in accordance with the project specifications and/or upon signature of the contract by the Public Works Director, or designee, and bid bonds posted by the bidders are to be exonerated and any checks or cash submitted for security shall be returned. (6) ORDER that, the Public Works Director, or designee, is authorized 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. (7) 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. (8) DELEGATE, pursuant to Labor Code Section 6705, to the Public Works Director or to any registered civil or structural engineer employed by the County the authority to accept detailed plans showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection during trench excavation covered by that section. (9) DECLARE that, should the award of the contract to Granite Rock be invalidated for any reason, the Board would not in any event have awarded the contract to any other bidder, but instead would have exercised its discretion to reject all of the bids received. Nothing in this Board Order shall prevent the Board from re-awarding the contract to another bidder in cases where the successful bidder establishes a mistake, refuses to sign the contract, or fails to furnish required bonds or insurance (see Public Contract Code Sections 5100-5107). FISCAL IMPACT: The construction contract and associated fees of this project will be funded by 23% Highway Safety Improvement Program Grant Funds, 17% Measure J Return to Source Funds, 12% East County Regional Area of Benefit Funds, and 48% Local Road Funds. BACKGROUND: The above project was previously approved by the Board of Supervisors, plans and specifications were filed with the Board, payment to the Habitat Conservancy Plan for $2804.94 is authorized to be paid, and bids were invited by the Public Works Director. On April 18, 2017, the Public Works Department received bids from the following contractors: BIDDER, TOTAL AMOUNT, BOND AMOUNTS Granite Rock Company, $1,948,971.40; Payment: $1,948,971.40; Performance: $1,948,971.40 Bay Cities Paving & Grading, Inc., $2,147,580.52 The bidder listed first above, Granite Rock, submitted the lowest responsive and responsible bid, which is $198,609.12 less than the next lowest bid. This is a federally funded project subject to a Disadvantaged Business Enterprise (DBE) contract goal and requirements. The Public Works Director reports that the lowest monetary bidder, Granite Rock, attained DBE participation of 4.19% and submitted adequate documentation of good faith efforts to meet the DBE goal (16.00%) and requirements for this project. The Public Works Director recommends that the Board determine that Granite Rock has demonstrated adequate good faith efforts to meet the DBE goal for this project and has complied with the DBE requirements for this project and recommends that the construction contract be awarded to Granite Rock. The Public Works Director recommends that the bid submitted by Granite Rock is the lowest responsive and responsible bid, and this Board concurs and so finds. The Board of Supervisors previously determined that the project is exempt from the California Environmental Quality Act (CEQA) as a Class 3 Exemption, and a Notice of Exemption was filed with the County Clerk on December 18, May 23, 2017 Contra Costa County Board of Supervisors 1010 2014. The general prevailing rates of wages, which shall be the minimum rates paid on this project, have been filed with the Clerk of the Board, and copies will be made available to any party upon request. CONSEQUENCE OF NEGATIVE ACTION: Construction of this project would be delayed, and the project might not be built. May 23, 2017 Contra Costa County Board of Supervisors 1011 RECOMMENDATION(S): (1) APPROVE plans, specifications, and design for the Main Street, Byron Sidewalk Improvement Project, Byron area. Project No. 0662-6U4123 (2) DETERMINE that TNB Construction, the lowest monetary bidder, submitted a non-responsive bid by failing to comply with the requirements of the County’s Outreach Program for this project, as provided in the project specifications; and REJECT the bid on that basis. (3) DETERMINE that Sposeto Engineering, Inc., the second lowest monetary bidder, submitted a non-responsive bid by failing to comply with the requirements of the County’s Outreach Program for this project, as provided in the project specifications; and REJECT the bid on that basis. (4) DETERMINE that Kerex Engineering, Inc. (Kerex), the third lowest monetary bidder, has complied with the requirements of the County’s Outreach Program and has exceeded the Mandatory Subcontracting Minimum for this project, as provided in the project specifications; and FURTHER DETERMINE that Kerex has submitted the lowest responsive and responsible bid for the project. (5) AWARD the construction contract for the above project to Kerex in the total amount ($325,200.00) and the unit prices APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 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:May 23, 2017 Contra Costa County Subject:Construction Contract for the Main Street, Byron Sidewalk Improvement Project, Byron area. May 23, 2017 Contra Costa County Board of Supervisors 1012 RECOMMENDATION(S): (CONT'D) submitted in the bid, and DIRECT that Kerex shall present two good and sufficient surety bonds, as indicated below, and that the Public Works Director, or designee, shall prepare the contract. (6) ORDER that, after the contractor has signed the contract and returned it, together with the bonds as noted below and any required certificates of insurance or 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. (7) ORDER that, in accordance with the project specifications and/or upon signature of the contract by the Public Works Director, or designee, and bid bonds posted by the bidders are to be exonerated and any checks or cash submitted for security shall be returned. (8) ORDER that, the Public Works Director, or designee, is authorized 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. (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. (10) DELEGATE, pursuant to Labor Code Section 6705, to the Public Works Director or to any registered civil or structural engineer employed by the County the authority to accept detailed plans showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection during trench excavation covered by that section. (11) DECLARE that, should the award of the contract to Kerex be invalidated for any reason, the Board would not in any event have awarded the contract to any other bidder, but instead would have exercised its discretion to reject all of the bids received. Nothing in this Board Order shall prevent the Board from re-awarding the contract to another bidder in cases where the successful bidder establishes a mistake, refuses to sign the contract, or fails to furnish required bonds or insurance (see Public Contract Code Sections 5100-5107). FISCAL IMPACT: The construction contract and associated fees of this project will be funded by 100% Local Road Funds. BACKGROUND: The above project was previously approved by the Board of Supervisors, specifications were filed with the Board, and bids were invited by the Public Works Director. On April 18, 2017, the Public Works Department received bids from the following contractors: BIDDER, TOTAL AMOUNT, BOND AMOUNTS TNB Construction, $293,199.00 Sposeto Engineering, Inc. $307,253.00 Kerex Engineering, Inc., $325,200.00; Payment: $325,200.00; Performance: $325,200.00 J.J.R. Construction, Inc., $388,215.05 FBD Vanguard Construction, Inc., $469,980.00 The Public Works Director has determined that TNB Construction submitted a non-responsive bid by failing to document an adequate good faith effort to comply with the requirements of the County’s Outreach Program for this project, as provided in the project specifications, and the Public Works Director recommends rejection of the bid submitted by TNB Construction. On, May 4, 2017, TNB Construction was notified in writing of the Public Works Director’s determination. A copy of the letter is attached to this Board Order. TNB Construction did not appeal the determination. May 23, 2017 Contra Costa County Board of Supervisors 1013 The Public Works Director has determined that Sposeto Engineering, Inc. submitted a non-responsive bid by failing to document an adequate good faith effort to comply with the requirements of the County’s Outreach Program for this project, as provided in the project specifications, and the Public Works Director recommends rejection of the bid submitted by Sposeto Engineering, Inc. On, May 4, 2017, Sposeto Engineering, Inc. was notified in writing of the Public Works Director’s determination. A copy of the letter is attached to this Board Order. Sposeto Engineering, Inc. did not appeal the determination. The Public Works Director has determined that Kerex documented an adequate good faith effort to comply with the requirements of the County’s Outreach Program and exceeded the Mandatory Subcontracting Minimum for this project, and the Public Works Director recommends that the construction contract be awarded to Kerex Engineering, Inc. The Public Works Director recommends that the bid submitted by Kerex is the lowest responsive and responsible bid, which is $63,015.05 less than the next lowest bid, and this Board concurs and so finds. The Board of Supervisors previously determined that the project is exempt from the California Environmental Quality Act (CEQA) as a Class 2(c) Categorical Exemption, and a Notice of Exemption was filed with the County Clerk on February 13, 2013. The general prevailing rates of wages, which shall be the minimum rates paid on this project, have been filed with the Clerk of the Board, and copies will be made available to any party upon request. CONSEQUENCE OF NEGATIVE ACTION: Construction of this project would be delayed, and the project might not be built. ATTACHMENTS T N B Letter Sposeto Letter May 23, 2017 Contra Costa County Board of Supervisors 1014 May 23, 2017 Contra Costa County Board of Supervisors 1015 May 23, 2017 Contra Costa County Board of Supervisors 1016 May 23, 2017 Contra Costa County Board of Supervisors 1017 May 23, 2017 Contra Costa County Board of Supervisors 1018 RECOMMENDATION(S): ADOPT Resolution No. 2017/171 accepting as complete the contracted work performed by Flatiron West, Inc., for the Orwood Road Bridge Replacement Project, as recommended by the Public Works Director, Brentwood area. Project No. 0662-6R4076, Federal Project No. BRLO 5928 (045) (District III) FISCAL IMPACT: Project was funded by 100% Federal Highway Bridge Replacement Funds. BACKGROUND: The Public Works Director reports that said work has been inspected and complies with the approved plans, special provisions and standard specifications and recommends its acceptance as complete as of May 4, 2017. CONSEQUENCE OF NEGATIVE ACTION: The contractor will not be paid and acceptance notification will not be recorded. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 4 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:Notice of Completion of Contract for the Orwood Road Bridge Replacement Project, Brentwood area. May 23, 2017 Contra Costa County Board of Supervisors 1019 AGENDA ATTACHMENTS Resolution No. 2017/171 MINUTES ATTACHMENTS Signed: Resolution No. 2017/171 May 23, 2017 Contra Costa County Board of Supervisors 1020 Recorded at the request of:Clerk of the Board Return To:Design/Construction Division 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:John Gioia, District I SupervisorCandace Andersen, District II SupervisorDiane Burgis, District III SupervisorKaren Mitchoff, District IV SupervisorFederal D. Glover, District V Supervisor NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/171 In the Matter of Accepting and Giving Notice of Completion of Contract for the Orwood Road Bridge Replacement Project, Brentwood area. Project No. 0662-6R4076, Federal Project No. BRLO 5928 (045) (District III) WHEREAS the Board of Supervisors RESOLVES that on May 5, 2015, the County contracted with Flatiron West Inc., for the work generally consisting of replacing the existing bridge structure and reconstructing roadway approaches on Orwood Road at Werner Dredger Cut in the Brentwood area, with Liberty Mutual Insurance Company, Travelers Casualty & Surety Company of America, Fidelity and Deposit Company of Maryland, Zurich American Insurance Company, Federal Insurance Company/Pacific Indemnity Company, The Continental Insurance Company, and XL Specialty Insurance Company as surety, for work performed on the grounds of the County; and The Public Works Director reports that said work has been inspected and complies with the approved plans, special provisions and standard specifications and recommends its acceptance as complete as of May 4, 2017. NOW THEREFORE, BE IT RESOLVED said work is ACCEPTED as complete on said date, and the Clerk shall file with the County Recorder a copy of this Resolution and Notice as a Notice of Completion for said contract. 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: May 23, 2017 Contra Costa County Board of Supervisors 1021 May 23, 2017 Contra Costa County Board of Supervisors 1022 RECOMMENDATION(S): DETERMINE that the real property described in Exhibit A attached to the Grant Deed (“Property”) was acquired for County highway purposes and is no longer necessary for those purposes. 0676-6Q1812; APPROVE and AUTHORIZE the Public Works Director, or designee, to execute, on behalf of the County, a purchase and sale agreement with Bare Ventures, LLC, to sell the Property for $100,000 (“Purchase Price”), plus reimbursement of the County’s costs to consummate the transaction, pursuant to Streets and Highways Code section 960; DIRECT the Purchase Price to be deposited in the Road Fund, to be available for County highway purposes; AUTHORIZE the Chair, Board of Supervisors, to execute the Grant Deed on behalf of the County; DETERMINE the sale of the Property is exempt from environmental review under the California Environmental Quality Act (CEQA), pursuant to Section 15312 of the CEQA Guidelines; DIRECT the Director of the Department of Conservation and Development (DCD) to file a CEQA Notice of Exemption with the County Clerk, and AUTHORIZE the Public Works Director, or designee, to arrange APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Jann Edmunds (925) 313-2250 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: Stacey M. Boyd, Deputy cc: Eric Angstadt, Assistant County Administrator C. 1 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:Sale of surplus real property to Bare Ventures, LLC, Pleasant Hill Area May 23, 2017 Contra Costa County Board of Supervisors 1023 RECOMMENDATION(S): (CONT'D) for payment of a $50.00 handling fee to the County Clerk for filing the Notice of Exemption, and a $25.00 handling fee to DCD for processing the Notice of Exemption (CP15-25); DIRECT the Real Estate Division of the Public Works Department to cause said Grant Deed and a certified copy of the Board Order to be delivered to the Title Company for recording in the office of the County Clerk-Recorder. FISCAL IMPACT: 100% Applicant Funded. BACKGROUND: In July, 1956, Contra Costa County (County) acquired a 0.32-acre parcel of real property on Slater Avenue, located off Taylor Boulevard, in Pleasant Hill, and identified as Assessor’s Parcel Number 164-060-017 (the “Property”). The Property was acquired for County highway purposes related to the widening of Taylor Boulevard. Bare Ventures, LLC, (“Applicant”) owns property located at 741 Slater Avenue, which is adjacent to the Property. Applicant desires to purchase the Property. Public Works Department staff have conducted a visit of the site and determined that the Property is no longer necessary for County highway purposes. A valuation was completed indicating the value of the Property is $100,000. The Applicant has offered to purchase the Property for $100,000, and to reimburse the County for its costs associated with this transaction. Pursuant to Government Code section 65402, the County provided notice of the proposed sale of the Property to the City of Pleasant Hill, to enable the City to determine whether the sale is in conformity with the City’s general plan. Because the City did not respond within 40 days of that notice, it is conclusively presumed that the sale is in conformity with the City’s general plan. The Property is surplus County property, and Public Works Department staff has determined that the Property is not located in an area of statewide, regional, or area-wide concern. Therefore, the sale of the Property is exempt from environmental review under the California Environmental Quality Act pursuant to CEQA Guidelines section 15312. County staff recommends that the Board of Supervisors approve the sale of the Property to the Applicant and take the above-specified recommended actions. CONSEQUENCE OF NEGATIVE ACTION: The County would continue to own and be liable for the maintenance of property that is no longer needed for County highway purposes. AGENDA ATTACHMENTS Purchase & Sale Agreement, Bare Ventures, LLC (Placeholder) Grant Deed, Bare Ventures LLC MINUTES ATTACHMENTS Signed: Grant Deed, Bare Ventures LLC May 23, 2017 Contra Costa County Board of Supervisors 1024 May 23, 2017 Contra Costa County Board of Supervisors 1025 May 23, 2017 Contra Costa County Board of Supervisors 1026 May 23, 2017 Contra Costa County Board of Supervisors 1027 May 23, 2017 Contra Costa County Board of Supervisors 1028 May 23, 2017 Contra Costa County Board of Supervisors 1029 May 23, 2017 Contra Costa County Board of Supervisors 1030 May 23, 2017 Contra Costa County Board of Supervisors 1031 May 23, 2017 Contra Costa County Board of Supervisors 1032 May 23, 2017 Contra Costa County Board of Supervisors 1033 May 23, 2017 Contra Costa County Board of Supervisors 1034 May 23, 2017 Contra Costa County Board of Supervisors 1035 May 23, 2017 Contra Costa County Board of Supervisors 1036 May 23, 2017 Contra Costa County Board of Supervisors 1037 May 23, 2017 Contra Costa County Board of Supervisors 1038 May 23, 2017 Contra Costa County Board of Supervisors 1039 May 23, 2017 Contra Costa County Board of Supervisors 1040 RECOMMENDATION(S): ADOPT Resolution 2017/160 accepting completion of private improvements for subdivision SD06-08993 for a project developed by Hofmann Land Development Company, as recommended by the Public Works Director, Discovery Bay area. (District III) FISCAL IMPACT: 100% Developer Fees. BACKGROUND: The developer has completed the private improvements per the Subdivision Agreement, and in accordance with the Title 9 of the County Ordinance Code. CONSEQUENCE OF NEGATIVE ACTION: The completion of private improvements will not be accepted. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Renee Hutchins, Records, Sherri Reed, Design and Construction, Chris Halford, Mapping, Lori Leontini, Engineering Services, Hoffmann Land Development Company, Liberty Mutual Insurance Company C. 7 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:ACCEPT completion of private improvements for subdivision SD06-08993, Discovery Bay area. May 23, 2017 Contra Costa County Board of Supervisors 1041 AGENDA ATTACHMENTS Resolution No. 2017/160 MINUTES ATTACHMENTS Signed: Resolution No. 2017/160 May 23, 2017 Contra Costa County Board of Supervisors 1042 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: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/160 IN THE MATTER OF accepting completion of private improvements for subdivision SD06-08993, for a project developed by Hofmann Land Development Company, as recommended by the Public Works Director, Discovery Bay area. (District III) The Public Works Director has notified this Board that the private improvements in subdivision SD06-08993 have been completed as provided in the Subdivision Agreement with Hofmann Land Development Company, heretofore approved by this Board in conjunction with the filing of the Subdivision Map. WHEREAS, these improvements are approximately located near the intersection of Bixler Road and Balfour Road. NOW, THEREFORE, BE IT RESOLVED that the private improvements have been COMPLETED as of May 23, 2017, thereby establishing the six-month terminal period for the filing of liens in case of action under said Subdivision Agreement: DATE OF AGREEMENT: December 19, 2006 NAME OF SURETY: Liberty Mutual Insurance Company BE IT FURTHER RESOLVED the payment (labor and materials) surety for $1,977,750, Bond No. 070004755 issued by the above surety be RETAINED for the six-month lien guarantee period until November 23, 2017, at which time the Board AUTHORIZES the release of said surety less the amount of any claims on file. BE IT FURTHER RESOLVED that Monticello Way, Monticello Court, Boca Raton Way, Pescadero Circle, Davenport Circle, Freeport Court, Shearwater Circle, Tidewater Way, and North Lakefront Loop for the hereinafter described private roads, as shown and dedicated for private use on the Final Map of Subdivision SD06-08993 filed December 27, 2006, in Book 500 of final maps at Page 08, Official Records of Contra Costa County, State of California, have been COMPLETED and are NOT ACCEPTED. BE IT FURTHER RESOLVED that there is no warranty period required, and the Public Works Director is AUTHORIZED to refund the $39,555 cash security for performance (Auditor's Deposit Permit No. 474531, dated December 4, 2006) plus interest in accordance with Government Code Section 53079, if appropriate, to Hofmann Land Development Company, pursuant to the requirements of the Ordinance Code; and the Subdivision Agreement and surety bond, Bond No. 070004755, dated October 26, 2006 are EXONERATED. 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Renee Hutchins, Records, Sherri Reed, Design and Construction, Chris Halford, Mapping, Lori Leontini, Engineering Services, Hoffmann Land Development Company, Liberty Mutual Insurance Company 5 May 23, 2017 Contra Costa County Board of Supervisors 1043 May 23, 2017 Contra Costa County Board of Supervisors 1044 RECOMMENDATION(S): ADOPT Resolution No. 2017/162 accepting completion of the warranty period for the Subdivision Agreement (Right-of-Way Landscaping) and release of cash deposit for faithful performance, for subdivision SD08-09245, for a project developed by Shapell Homes, A Division of Shapell Industries, Inc., A Delaware Corporation, as recommended by the Public Works Director, San Ramon (Dougherty Valley) area. (District II) FISCAL IMPACT: 100% Developer Fees. The funds to be released are developer fees that have been held on deposit. BACKGROUND: The landscape improvements have met the guarantee performance standards for the warranty period following completion and acceptance of the improvements. CONSEQUENCE OF NEGATIVE ACTION: The developer will not receive a refund of the cash deposit, the Subdivision Agreement (Right-of-Way Landscaping) and performance/maintenance surety bond will not be exonerated, and the billing account will not be liquidated and closed. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Sherri Reed, Design and Construction, Lori Leontini, Engineering Services, Chris Halford, Mapping, Ruben Hernandez, Dept. of Conservation, Chris Low, City of San Ramon, Shapell Homes, A Division of Shapell Industries, Inc. A Delaware Corporation, The Continental Insurance Company c/o Daniel Dunigan - Vice President - Surety C. 8 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:ACCEPT completion of warranty period and release of cash deposit for faithful performance for subdivision SD08-09245, Dougherty Valley area. May 23, 2017 Contra Costa County Board of Supervisors 1045 AGENDA ATTACHMENTS Resolution No. 2017/162 MINUTES ATTACHMENTS Signed: Resolution No. 2017/162 May 23, 2017 Contra Costa County Board of Supervisors 1046 Recorded at the request of:Jocelyn LaRocque, 925. 313-2315 Return To:Naila Thrower, 925-313-2170 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:John Gioia, District I SupervisorCandace Andersen, District II SupervisorDiane Burgis, District III SupervisorKaren Mitchoff, District IV SupervisorFederal D. Glover, District V Supervisor NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/162 IN THE MATTER OF accepting completion of the warranty period for the Subdivision Agreement (Right-of-Way Landscaping) and release of cash deposit for faithful performance, for subdivision SD08-09245, for a project developed by Shapell Homes, A Division of Shapell Industries, Inc., A Delaware Corporation, as recommended by the Public Works Director, San Ramon (Dougherty Valley) area. (District II) WHEREAS, on May 23, 2017, this Board resolved that the landscape improvements in SD08-09245 were completed as provided in the Subdivision Agreement (Right-of-Way Landscaping) with Shapell Homes, A Division of Shapell Industries, Inc., A Delaware Corporation, and now on the recommendation of the Public Works Director; The Board hereby FINDS that the improvements have satisfactorily met the guaranteed performance standards for the period following completion and acceptance. NOW, THEREFORE, BE IT RESOLVED that the Public Works Director is AUTHORIZED to: REFUND the $2,100 cash (Auditor's Deposit Permit No. DP 629652, dated April 18, 2013) plus interest to Shapell Homes, A Division of Shapell Industries, Inc., A Delaware Corporation in accordance with Government Code Section 53079, if appropriate, Ordinance Code Section 94-4.406, and the subdivision agreement. BE IT FURTHER RESOLVED that upon completion of the warranty and maintenance period, the San Ramon City Council shall accept the landscape improvements for maintenance and ownership in accordance with the Dougherty Valley Memorandum of Understanding. BE IT FURTHER RESOLVED that the warranty period has been completed and the Subdivision Agreement (Right-of-Way Landscaping) and surety bond, Bond No. 929569040, dated April 14, 2013, issued by The Continental Insurance Company, are EXONERATED. 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy May 23, 2017 Contra Costa County Board of Supervisors 1047 By: Stacey M. Boyd, Deputy cc: Sherri Reed, Design and Construction, Lori Leontini, Engineering Services, Chris Halford, Mapping, Ruben Hernandez, Dept. of Conservation, Chris Low, City of San Ramon, Shapell Homes, A Division of Shapell Industries, Inc. A Delaware Corporation, The Continental Insurance Company c/o Daniel Dunigan - Vice President - Surety May 23, 2017 Contra Costa County Board of Supervisors 1048 May 23, 2017 Contra Costa County Board of Supervisors 1049 RECOMMENDATION(S): APPROVE and AUTHORIZE the Director of Airports, or designee, to execute on behalf of the County a consent to assignment of lease between the County and the current tenant, Concord Hotel LLC, and the new tenant, Dale Village Apartment Company, LP, (Dale Village), to assign its lease of the County-owned property located at 45 John Glen Drive, Concord to Dale Village. (District IV) FISCAL IMPACT: There is no negative impact on the General Fund. The Airport Enterprise Fund will continue to receive lease and other revenues provided for in the Lease. The County General Fund will continue to receive property, sales and possessory interest tax revenues from the Lease. BACKGROUND: Under a ground lease dated September 21, 1971, the County leased the subject property for the purpose of providing a hotel APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 11 To:Board of Supervisors From:Keith Freitas, Airports Director Date:May 23, 2017 Contra Costa County Subject:Approval of Consent to Assignment of Lease between the County, Concord Hotel LLC and Dale Village Apartment Company, LP for Property located at Buchan May 23, 2017 Contra Costa County Board of Supervisors 1050 BACKGROUND: (CONT'D) at Buchanan Field Airport. On May 22, 2007, the lease was assigned from Airport Capital Group to Concord Hotel, LLC. The obligations of Concord Hotel, LLC were guaranteed by Dale Village and Villa Grande Apartment Company, Ltd. Recently Villa Grande Apartment Company, Ltd merged with Dale Village, resulting in Dale Village becoming the sole guarantor of the lease. Concord Hotel, LLC and Dale Village now desire to have the lease assigned to Dale Village, after which Concord Hotel LLC will be dissolved. An assignment of the lease requires the prior written consent of the County. This action authorizes consent to the assignment. This action does not amend or alter the terms of the existing lease. CONSEQUENCE OF NEGATIVE ACTION: The County will not consent to the assignment of the lease and Concord Hotel, LLC will not be able to assign its interest in the lease. ATTACHMENTS Consent to Assignment May 23, 2017 Contra Costa County Board of Supervisors 1051 Page 1 of 11 RECORDING REQUESTED BY AND WHEN RECORDED MAIL THIS DOCUMENT TO: Dale Village Apartment Company, LP 26 Corporate Plaza Dr, Suite 270 Newport Beach, CA 92660 APN: 125-010-022 LEASE ASSIGNMENT AND ASSUMPTION AND CONSENT TO ASSIGNMENT OF LEASE This Lease Assignment and Assumption and Consent to Assignment of Lease (this “Agreement”) is dated as of ___________, 2017, and is between the County of Contra Costa, a political subdivision of the State of California (“Lessor”), Concord Hotel LLC, a Delaware limited liability company (“Assignor”), and Dale Village Apartment Company, LP, a California limited partnership (“Assignee”). RECITALS: A. Lessor and Assignee are parties to that certain lease dated September 21, 1971, as modified, amended and assigned, as more particularly described on the attached Exhibit A (the “Lease”). Pursuant to the Lease, Assignee is leasing from Lessor that portion of Buchanan Field Airport commonly known as 45 John Glenn Drive, as more fully described in Exhibit B. B. Assignor became the lessee under the Lease as the result of a Consent to Assignment of Lease and Guaranty of Lease dated May 22, 2007 (the “2007 Assignment”). Under the terms of the 2007 Assignment, Assignee and Villa Grande Apartment Company, L.P. (also known as Villa Grande Apartment Company, Ltd.), a California limited partnership (“Villa Grande”), acted as guarantors and guaranteed the obligations of Assignor under the Lease. C. Assignee and Ville Grande have entered into an Agreement for Merger dated February 1, 2017, under which the two entities merged, with Assignee being the surviving entity. A Certificate of Merger was filed with the California Secretary of State on February 9, 2017. D. Assignor desires to assign all of its right, title and interest in, to and under the Lease to Assignee (the “Assignment”), and Assignee desires to assume all of such rights, title and interest therein. E. The Lease requires that Assignor receive Lessor’s written consent to the Assignment. Lessor is willing to grant its consent on the terms set forth herein. May 23, 2017 Contra Costa County Board of Supervisors 1052 Page 2 of 11 AGREEMENT For good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Lessor, Assignor and Assignee hereby confirm and agree as follows: 1. Defined Terms. Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Lease. 2. Assignment and Assumption. Assignor hereby transfers and assigns unto Assignee all of Assignor’s rights and obligations as under the Lease. Assignee hereby assumes all of Assignor’s rights and obligations under the Lease, including the obligation to pay rent when due and to pay any amounts outstanding under the Lease, including any amount that accrued prior to the effective date of this Agreement. 3. Representations and Warranties of Assignor and Assignee. Each of Assignor and Assignee represent and warrant that: a. Assignee’s intended use of the Premises is the same as the Assignor’s intended use of the Premises and is not inconsistent with the use permitted under the Lease and will not require alteration of the Premises. b. Assignee has a good reputation in the business community in which it has conducted its businesses and its business reputation and business credit history is consistent with other business conducted on the Premises. c. Assignee’s intended use of the Premises will not increase the hazardous substance liability to the Premises and will not otherwise adversely affect the Lessor’s interest in the Premises. d. Assignee is capable of operating a commercial business as contemplated by the terms of the Lease and has business experience and management ability that is equal to or greater than that of Assignor. e. Assignee’s financial condition is sufficient to support the obligations of Lessee under the Lease and any encumbrances secured by the Lease. f. Assignor and Assignee have the legal right and authority to enter into this Agreement and each has received all necessary approvals to do so. 4. Consent of Lessor. a. Lessor is entering into this Agreement and consenting to the Assignment in reliance on the representations and warranties of Assignor and Assignee. May 23, 2017 Contra Costa County Board of Supervisors 1053 Page 3 of 11 b. Lessor hereby consents to the Assignment and the conveyance of Assignor’s interest in, to and under the Lease and the Premises to Assignee. c. Lessor hereby releases Assignor from any and all obligations and liabilities under or with respect to the Lease, which obligations or liabilities under the Lease accrue or arise after the effective date of this Agreement. 5. Security Deposit. Lessor will continue to hold the security deposit previously paid to Lessor under the Lease in accordance with the terms of the Lease. 6. Lease Unchanged. This Agreement does not amend the Lease. In the event there is any confusion or contradiction between any term of the Lease and this Agreement, the terms of the Lease will prevail. 7. Governing Law. This Agreement is governed by the laws of the State of California, with venue in the Superior Court of the County of Contra Costa. 8. Survival. The provisions of this Agreement shall survive both the execution and delivery of this Agreement. 9. Notices. From and after the effective date of this Agreement, all notices given to Lessee under the Lease will be mailed to: Dale Village Apartment Company, LP c/o David L. Warner, President of General Partner 26 Corporate Plaza Dr, Suite 270 Newport Beach, CA 92660 (949) 428-4868 Warner@huntpacific.com 10. Recording. Assignee shall cause this Agreement to be recorded in the office of the Contra Costa County Clerk-Recorder. 11. Counterparts. This Agreement may be executed in counterparts, which together shall constitute one document. May 23, 2017 Contra Costa County Board of Supervisors 1054 Page 4 of 11 The parties are signing this Agreement as of the date set forth in the introductory paragraph. LESSOR: CONTRA COSTA COUNTY, a political Subdivision of the State of California By______________________________ Keith Freitas Director of Airports ASSIGNOR: Concord Hotel LLC, a Delaware limited liability company By____________________________ David L. Warner Manager RECOMMENDED FOR APPROVAL: By______________________________ Karen Laws Principal Real Property Agent By______________________________ Beth Lee Assistant Director of Airports ASSIGNEE: Dale Village Apartment Company, LP, a California limited partnership By: Hunt-California Management Corporation, a Nevada Corporation, General Partner By______________________________ David L. Warner President APPROVED AS TO FORM: SHARON L. ANDERSON COUNTY COUNSEL By______________________________ Kathleen M. Andrus Deputy County Counsel May 23, 2017 Contra Costa County Board of Supervisors 1055 Page 5 of 11 STATE OF CALIFORNIA ) ) ss. COUNTY OF CONTRA COSTA ) On _____________, 2017, before me, ________________________, Notary Public, personally appeared Keith Freitas, 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. ____________________________________ Notary Public 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. May 23, 2017 Contra Costa County Board of Supervisors 1056 Page 6 of 11 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On _____________, 2017, before me, ________________________, Notary Public, personally appeared David L. Warner, 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. ____________________________________ Notary Public 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. May 23, 2017 Contra Costa County Board of Supervisors 1057 Page 7 of 11 EXHIBIT A DESCRIPTION OF LEASE The Lease is described as follows: A. Lease dated September 21, 1971, between the County of Contra Costa, a political subdivision of the State of California (“Lessor”), as lessor, and Concord Properties, a partnership, as lessee, recorded September 29, 1971 at Book 6487, Official Records of Contra Costa County, Page 216 (the “Original Lease”). B. Amendment No. 1 to Lease dated April 11, 1972, recorded at Book 6671, Official Records of Contra Costa County, Page 56, Amendment No. 2 to Lease dated July 18, 1972, and Amendment No. 3 to Lease dated December 26, 1972, each amendment being duly authorized and approved by the order of the Board of Supervisors of Contra Costa County (the “Board”). C. Assignment of Lease dated September 15, 1972, between Swan Constructors, Inc. (“Swan Constructors”) and Sasha Maloff, an individual (“Maloff”), the sole partners of Concord Properties, pursuant to which Swan Properties assigned its interest in the Lease, as lessee, to Maloff, with Lessor’s consent pursuant to the order of the Board and Lessor’s Consent to Assignment of Lease dated December 12, 1972. D. Modification of Lease Agreement dated January 26, 1976, between Lessor and Maloff, which superseded and replaced the Original Lease except with regard to certain financing provisions specified therein. A Memorandum of Modification of Lease Agreement was recorded October 21, 1976 at Book 8062, Official Records of Contra Costa County, Page 143. E. Assignment of Lease dated June 28, 1977, between Maloff and Theodore H. Kruttschnitt, III and Catherine M. Kruttschnitt (collectively, the “Kruttschnitts”), pursuant to which Maloff assigned its interest in the Lease, as lessee, to the Kruttschnitts; such Assignment of Lease being recorded June 29, 1977 at Book 8395, Official Records of Contra Costa County, Page 533. F. Second Modification of Lease Agreement dated March 17, 1981, between the Lessor and the Kruttschnitts, which was recorded April 2, 1981 at Book 10265, Official Records of Contra Costa County, Page 762. G. Option Modification of Lease Agreement dated May 25, 1982, between the Lessor and the Kruttschnitts, which among other modifications to the Lease added 83,048 square feet to the Premises. H. Third Modification of Lease Agreement dated January 22, 1985, between the Lessor and the Kruttschnitts. May 23, 2017 Contra Costa County Board of Supervisors 1058 Page 8 of 11 I. Fourth Amendment to the Modification of Lease Agreement dated August 13, 1996, between the Lessor and the Kruttschnitts, which was recorded on October 3, 1996, Series No. 96184964, Official Records of Contra Costa County. J. Consent and Agreement of Lessor dated September 22, 1997, between Lessor, the Krutschnitts, and Servico Concord, Inc., a California corporation (“Servico”), recorded September 24, 1997, as Instrument No. 97-0177259, Official Records of Contra Costa County. K. Fifth Amendment to Modification of Lease Agreement dated September 22, 1997, between Lessor and Servico, which was recorded September 24, 1997, as Instrument No. 97-0177261, Official Records of Contra Costa County. L. Sixth Amendment to Modification of Lease Agreement dated December 8, 1998 between Lessor and Servico, which was recorded on December 16, 1998, as Instrument No. 98- 0316545, Official Records of Contra Costa County, which among other modifications adds airport processing fees to be paid by Lessee. M. Ground Lease Assignment dated August 18, 2000, between Servico and WB Concord LLC, a Delaware limited liability (“WB Concord”), pursuant to which Servico assigned its interest in the Lease, as lessee, to WB Concord. Consent and Agreement of Lessor dated August 31, 2000 between Lessor, Servico and WB Concord, recorded as Document No. 2000-0195504, Official Records of Contra Costa County. N. Ground Lease Assignment dated September 29, 2004, between WB Concord and Airport Capital Group, L.P., a California limited partnership (“Airport Capital Group”), pursuant to which WB Concord assigned its interest in the Lease, as lessee, to Airport Capital Group. Consent and Agreement of Lessor dated September 29, 2004 between Lessor, WB Concord, and Airport Capital Group recorded as Document No. 2004-0387896, Official Records of Contra Costa County. O. Seventh Amendment to Lease Agreement dated April 5, 2005, between Lessor and Airport Capital Group. P. Ground Lease Assignment and Assumption dated May 22, 2007, between Airport Capital Group and Concord Hotel LLC, a Delaware limited liability company (“Concord Hotel LLC”), pursuant to which Airport Capital Group assigned its interest in the Lease, as lessee, to Concord Hotel LLC, recorded as Document No. 2007-0152576, Official Records of Contra Costa County. Consent to Assignment of Lease and Guaranty of Lease dated May 22, 2007, between Lessor, Airport Capital Group, Concord Hotel LLC, Dale Village Apartment Company, LP, a California limited partnership (“Dale Village”), and Villa Grande Apartment Company, Ltd., a California limited partnership (“Villa Grande), pursuant to which Lessor consented to Airport Group’s assignment of its interest in the Lease, as lessee, to Concord Hotel LLC, and the guaranty of Concord Hotel LLC’s obligations under the May 23, 2017 Contra Costa County Board of Supervisors 1059 Page 9 of 11 Lease by Dale Village and Villa Grande, recorded on May 24, 2007, as Document No. 2207- 0152577, Official Records of Contra Costa County. EXHIBIT B LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UN-INCORPORATED AREA, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: PORTIONS OF RANCHO MONTE DEL DIABLO, DESCRIBED AS FOLLOWS: PARCEL ONE: Commencing at the point on intersection of the center line of Concord Avenue and the proposed center line of Meridian Park Boulevard, as said center lines are shown on Map of Subdivision 3258, filed April 28, 1965 in Book 104 of Maps, at Page 1, Official Records of said County; thence from point of commencement along the center line of the proposed northwesterly extension of Meridian Park Boulevard, north 40º28’23” west, 53.34 feet to the northwest line of said Concord Avenue; thence along said northwest line, being parallel to and 52 feet, right angle measurement, from said center line (“L2” Line) of Concord Avenue, north 62º23’00” east, 209.01 feet to the true point of beginning; thence from said point of beginning continuing along said parallel and northwest line of Concord Avenue north 62º23’00” east, 701.86 feet to a tangent curve to the left having a radius of 20.00 feet; thence leaving the northwest line of Concord Avenue along said tangent curve, through a central angle of 90º00’00”, an arc distance of 31.42 feet to the west line of the County Road known as John Glenn Drive; thence along said west line north 27º37’00” west, 216.00 feet and northeasterly along a tangent curve to the right having a radius of 234.36 feet, through a central angle of 32º07’06” an arc distance of 131.38 feet to the southeast corner of the parcel of land described in the lease by and between Contra Costa County, as Lessor, and Pacific States Aviation, Inc., as Lessee, dated February 19, 1963, on file in the Office of the Clerk of the Board of Supervisors of said County; thence leaving said west line of John Glenn Drive along the southerly line of said parcel of land leased to Pacific States Aviation, north 85º29’54” west, 249.01 feet to the southwest corner of said lease parcel; thence south 24º28’42” west, 466.12 feet; thence south 62º23’00” west, 217.46 feet; thence south 27º37’00” east, 72.00 feet; thence along the arc of a non-tangent curve concave to the northeast having a radius of 135.00 feet to which beginning of curve from which a radial bears north 51º55’31”east; thence southeasterly along said curve through a central angle of 35º12’52”, an arc distance of 82.97 feet; thence non-tangent from last said curve south 27º37’00” east, 62.59 feet to the trust point of beginning. PARCEL TWO: Commencing at the point on intersection of the center line of Concord Avenue and the proposed center line of Meridian Park Boulevard, as said center lines are shown on Map of Subdivision 3258, filed April 28, 1965 in Book 104 of Maps, at Page 1, Official Records of said County; thence from May 23, 2017 Contra Costa County Board of Supervisors 1060 Page 10 of 11 point of commencement along the center line of Concord Avenue, south 62º23’00” west, 2.03 feet; thence leaving said center line of Concord Avenue along the Monument line of the northwesterly extension of Meridian Park Boulevard, north 40º28’23” west, 184.08 feet; thence north 30º28’30” west, 45.00 feet to the true point of beginning of the following described parcel of land; thence from said true point of beginning, continuing north 30º28’30” west, 22.11 feet; thence north 24º28’42” east, 155.60 feet; thence south 65º31’18” east 55.07 feet; thence north 62º23’00” east, 211.49 feet; thence north 24º28’42 east, 460.86 feet; thence south 85º29’54” east, 69.16 feet to the most northerly corner of the parcel of land described in Exhibit “A” in the Lease by and between Contra Costa County, as Lessor, and Concord Properties (a General Partnership), as Lessee, recorded September 29, 1971 in Book 6487 of Official Records at Page 216, Records of said County; thence along the northwesterly and northerly lines of said Lease (6487 OR 216); south 24º28’42” west, 466.12 feet; thence south 62º23’00” west, 338.57 feet; thence south 24º28’42” west, 47.62 feet; thence southerly along a tangent curve concave to the east having a radius of 20.00 feet, through a central angle of 83º45’54”, an arc distance of 29.24 feet, to a point of cusp with a tangent curve concave to the south having a radius of 45.00 feet; thence westerly along said curve through a central angle of 61º11’18”, an arc distance of 48.06 feet to the true point of beginning. PARCEL THREE: Commencing at the point on intersection of the center line of Concord Avenue with the proposed center line of Meridian Park Boulevard, as said center lines are shown on Map of Subdivision 3258, filed April 28, 1965 in Book 104 of Maps, at Page 1, Official Records of said County; thence from point of commencement along the center line of the proposed northwesterly extension of Meridian Park Boulevard, north 40º28’23” west, 53.34 feet to the northwesterly right of way line of said Concord Avenue; thence along said northwesterly line being parallel with and 52.00 feet northwesterly measured at right angles, from said center line of Concord Avenue north 62º23’00” east, 65.77 feet; thence continuing along said parallel and northwesterly line of Concord Avenue, north 62º23’00” east, 143.24 feet; thence north 27º37’00” west, 62.21 feet to the true point of beginning of the following described parcel of land from which point a radial line of a non-tangent curve concave to the northeast, having a radius of 135.00 feet, bears north 16º42’39” east; thence from said true point of beginning along said curve, through a central angle of 35º12’52”, an arc distance of 82.97 feet; thence, non-tangent to said curve north 27º37’00” west, 72.00 feet to a point which shall hereinafter be referred to as Point “A”, being on the southeasterly line of the above described Parcel Two; thence along said southeasterly line south 62º23’00” west, 50.67 feet; thence 40º37’00” east, 100.00 feet; thence south 82º37’04” east, 81.20 feet to the true point of beginning. PARCEL FOUR: Commencing at the point on intersection of the center line of Concord Avenue with the proposed center line of Meridian Park Boulevard, as said center lines are shown on Map of Subdivision 3258, filed April 28, 1965 in Book 104 of Maps, at Page 1, Official Records of said County; thence from said point of commencement along the center line of the northwesterly extension of Meridian Park Boulevard, north 40º28’23” west, 53.34 feet to the northwesterly right of way line of said Concord Avenue; thence along said northwesterly line being parallel with and 52.00 feet northwesterly measured at right angles, from said center line of Concord Avenue north 62º23’00” east, 65.77 feet to the true point of beginning of the following described parcel of land; thence from said true point May 23, 2017 Contra Costa County Board of Supervisors 1061 Page 11 of 11 of beginning continuing along said parallel and northwesterly line of Concord Avenue, north 62º23’00” east, 143.24 feet; thence north 27º37’00” west, 62.61 feet; thence north 82º37’04” west, 81.30 feet; thence north 40º37’00” west, 100.00 feet to a point which shall hereinafter be referred to as Point “B”; thence south 62º23’00” west, 20.44 feet; thence south 24º28’42” west,47.62 feet; thence southerly along a tangent curve concave to the east having a radius of 20.00 feet, through a central angle of 83º45’54”, an arc distance of 29.24 feet to a point on the northeasterly line of said northwesterly extension of Meridian Park Boulevard from which point a radial line of a reverse curve concave to the southwest, having a radius of 45.00 feet, bears south 30º42’40” west; thence along said northeasterly line as follows: southeasterly along said reverse curve, through a central angle of 53º54’38”, an arc distance of 42.34 feet, southerly along a reverse curve concave to the east, having a radius of 10.00 feet, through a central angle of 35º05’49”, an arc distance of 6.13 feet; tangent to said curve, south 40º28’23” east 75.26 feet and easterly along a tangent curve concave to the north, having a radius of 40.00 feet, through a central angle of 77º06’37”, an arc distance of 53.86 feet to the true point of beginning. Bearings used in the above description are based on the California Coordinate System, Zone III taken on the Monument Line of Concord Avenue bearing of north 62º23’00”, east as shown on that certain Parcel Map M.S. 21-77 filed for Record on June 6, 1977 in Book 55 of Parcel Maps at Page 12, Official Records of Contra Costa County. May 23, 2017 Contra Costa County Board of Supervisors 1062 RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract amendment with A.S. Dutchover & Associates, effective May 23, 2017, to increase the payment limit by $100,000 to a new payment limit of $350,000 to continue providing on-call landscape architect services to complete existing projects, Countywide. FISCAL IMPACT: 100% Federal, State, and/or Local Funds. BACKGROUND: On January 13, 2015, the Board of Supervisors approved a contract with A.S. Dutchover & Associates to provide on-call landscape architect services. Special Districts staff recommends amending the Agreement to increase the payment limit by $100,000 to a new payment limit of $350,000. This amendment is necessary since the scope for the Consultant's services is greater than initially anticipated. CONSEQUENCE OF NEGATIVE ACTION: Without Board approval, the Consultant will not be able to continue providing on-call landscape architect services for existing projects. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Mike McAffee, 925. 313-2181 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: Stacey M. Boyd, Deputy cc: C. 9 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:APPROVE and AUTHORIZE a contract amendment with A.S. Dutchover & Associates. May 23, 2017 Contra Costa County Board of Supervisors 1063 ATTACHMENTS Amendment No.1 to Consulting Services Agreement_ Placeholder_5-23-17 May 23, 2017 Contra Costa County Board of Supervisors 1064 May 23, 2017 Contra Costa County Board of Supervisors 1065 May 23, 2017 Contra Costa County Board of Supervisors 1066 May 23, 2017 Contra Costa County Board of Supervisors 1067 May 23, 2017 Contra Costa County Board of Supervisors 1068 May 23, 2017 Contra Costa County Board of Supervisors 1069 RECOMMENDATION(S): RATIFY execution of a Hazard Mitigation Grant Program application by the Contra Costa County Flood Control and Water Conservation District (Flood Control District) Deputy Chief Engineer, and ADOPT Resolution No. 2017/172 approving and authorizing the Flood Control District Chief Engineer, or designee to execute and file the grant application and related documents with the California Governor’s Office of Emergency Services (Cal OES) for the purpose of obtaining financial assistance for and on behalf of the Flood Control District for the Wildcat and San Pablo Creek flood protection project, North Richmond area. FISCAL IMPACT: There are no direct cost impacts with designation of authorized staff to execute and file grant applications. Additional separate approvals will be sought for actual grant agreements with identified fiscal impacts. BACKGROUND: Staff is seeking and has applied for disaster assistance from Cal OES APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Gus Amirzehni, (925) 313-2128 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: Stacey M. Boyd, Deputy cc: Laura Strobel, County Administrator's Office, Mike Carlson, Deputy Chief Engineer, Paul Detjens, Flood Control, Gus Amirzehni, Flood Control, Catherine Windham, Flood Control C. 10 To:Contra Costa County Flood Control District Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:Resolution designating authorized agents to execute and file grant applications with the California Governor’s Office of Emergency Services. May 23, 2017 Contra Costa County Board of Supervisors 1070 BACKGROUND: (CONT'D) under the Hazard Mitigation Grant program established by the Federal Emergency Management Agency (FEMA.) That program requires that the governing board of the applicant approve a resolution authorizing designated staff to sign and execute grant applications for and on behalf of the Flood Control District. This request is made in response to that grant requirement. As the result of a Presidential Disaster Declaration on February 14, 2017, FEMA funds under the Hazard Mitigation Grant Program are available in Contra Costa County for projects that reduce the effects of future natural disasters. In California, these funds are administered by the Cal OES. The grant funds would be used to improve the Wildcat Creek and San Pablo Creek existing levee system and raise levee height by an average of 1.5 feet using a combination of earthen berms, sheet pile walls, and concrete walls. These improvements will provide the needed flood protection function of the levees for approximately 245 parcels along Wildcat and San Pablo Creeks in North Richmond. CONSEQUENCE OF NEGATIVE ACTION: Without the Board’s approval, staff will not be able to obtain state financial assistance under the California Disaster Assistance Act. AGENDA ATTACHMENTS Resolution No. 2017/172 MINUTES ATTACHMENTS Signed: Resolution No. 2017/172 May 23, 2017 Contra Costa County Board of Supervisors 1071 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: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/172 In The Matter Of: Designation of Chief Engineer, or designee, Contra Costa County Flood Control and Water Conservation District (Flood Control District), as authorized agents to execute and file Hazard Mitigation Grant Program application and related documents with the California Governor’s Office of Emergency Services (Cal OES) for the Wildcat and San Pablo Creek flood protection project, North Richmond area. WHEREAS, as the result of a Presidential Disaster Declaration on February 14, 2017, Federal Emergency Management Administration, under the Hazard Mitigation Grant Program, has made funds available for projects that reduce the effects of future natural disasters in Contra Costa County; and WHEREAS, in California, such funds are administered by Cal OES; and WHEREAS, staff is seeking and has applied for such assistance from Cal OES; and WHEREAS, a resolution is required authorizing designated staff to sign and execute grant applications and related documents for and on behalf of the Flood Control District. NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors, as the governing board of the Flood Control District, that the Chief Engineer, or designee, Flood Control District, is hereby authorized to execute and file for and on behalf of the Flood Control District, a flood control district established under the laws of the state of California, a Hazard Mitigation Grant application and related documents with Cal OES for the purpose of obtaining certain federal financial assistance for the Wildcat and San Pablo Creek flood protection project under Public Law 93-288, as amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988, and/or state financial assistance under the California Disaster Assistance Act. Contact: Gus Amirzehni, (925) 313-2128 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: Stacey M. Boyd, Deputy cc: Laura Strobel, County Administrator's Office, Mike Carlson, Deputy Chief Engineer, Paul Detjens, Flood Control, Gus Amirzehni, Flood Control, Catherine Windham, Flood Control 5 May 23, 2017 Contra Costa County Board of Supervisors 1072 May 23, 2017 Contra Costa County Board of Supervisors 1073 RECOMMENDATION(S): DENY claims filed by Andrea Alvarez, Andrea Alvarez for TW, a minor, Peter James Cooks, Kathleen Criswell, Eneida Rivera Grice, Scottie Harts, Antoinette Musonge, Shadow Creek Residents Association, Jacqueline Thomas, Norma Vicknair, and Sabrina Ziani. FISCAL IMPACT: No fiscal impact. BACKGROUND: Andrea Alvarez: Personal injury claim for a car accident in the amount of $25,000 Andrea Alvarez for T.W., a minor: Personal injury claim for a car accident in the amount of $25,000 Peter James Cooks: Personal injury claim in the amount of $1,500,000 Kathleen Criswell: Property claim for damage to fence in the amount of $1,500 Eneida Rivera Grice: Property claim for damage to vehicle in the amount of $1,293.39 Scottie Harts: Personal injury claim in the amount of $25,000 Antoinette Musonge: Personal injury and property claim for a car accident for an undisclosed amount Shadow Creek Residents Association: Property claim for tree removal in the amount of $4,618 Jacqueline Thomas: Personal injury claim for a car accident in the amount of $25,000 Norma Vicknair: Property claim for broken lamp in the amount of $200 Sabrina Ziani: Property claim for cell phone in the amount of $700 APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Scott Selby 925.335.1400 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: Stacey M. Boyd, Deputy cc: C. 12 To:Board of Supervisors From:David Twa, County Administrator Date:May 23, 2017 Contra Costa County Subject:Claims May 23, 2017 Contra Costa County Board of Supervisors 1074 BACKGROUND: (CONT'D) > CONSEQUENCE OF NEGATIVE ACTION: The limitations period in Government Code section 945.6, subsection (a) (1) would not apply to these claimants. May 23, 2017 Contra Costa County Board of Supervisors 1075 RECOMMENDATION(S): ACCEPT Board members meeting reports for April 2017. FISCAL IMPACT: No fiscal impact. BACKGROUND: Government Code section 53232.3(d) requires that members of legislative bodies report on meetings attended for which there has been expense reimbursement (mileage, meals, lodging ex cetera). The attached reports were submitted by the Board of Supervisors members in satisfaction of this requirement. District V has nothing to report for April 2017. CONSEQUENCE OF NEGATIVE ACTION: The Board of Supervisors will not be in compliance with Government Code 53232.3(d). APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: C. 13 To:Board of Supervisors From:David Twa, County Administrator Date:May 23, 2017 Contra Costa County Subject:ACCEPT Board members meeting reports for April 2017 May 23, 2017 Contra Costa County Board of Supervisors 1076 ATTACHMENTS District IV April 2017 Report District I April 2017 Report District II April 2017 Report District III April 2017 Report May 23, 2017 Contra Costa County Board of Supervisors 1077 Supervisor Karen Mitchoff April 2017 DATE MEETING NAME LOCATION PURPOSE 4/5/17 ABAG Regional Planning Committee San FranciscoDecisions on agenda items 4/5/17 CCTA Planning Committee Walnut Creek Decisions on agenda items 4/7/17 Kiwanis Meeting Concord Community Outreach 4/10/17 TWIC Committee Meeting Martinez Decisions on agenda items 4/10/17 Legislation Committee Meeting Martinez Decisions on agenda items 4/14/17 ABAG/MTC Joint Meeting San FranciscoDecisions on agenda items 4/15/17 CAPA Intern Day Event Walnut Creek Community Outreach 4/17/17 BAAQMD Stationary Source Meeting San FranciscoDecisions on agenda items 4/18/17 Board of Supervisors Meeting Martinez Decisions on agenda items 4/19/17 BAAQMD Board Meeting San FranciscoDecisions on agenda items 4/19/17 CCTA Board Meeting Walnut Creek Decisions on agenda items 4/20/17 ABAG Legislation and Government Com.San FranciscoDecisions on agenda items 4/20/17 ABAG Finance and Personnel Meeting San FranciscoDecisions on agenda items 4/20/17 ABAG Executive Board Meeting San FranciscoDecisions on agenda items 4/21/17 DCC In Person Meeting Sacramento Water Advocacy 4/22/17 Assistance League 50th Anniversary Lafayette Community Outreach 4/24/17 Finance Committee Meeting Martinez Decisions on agenda items 4/25/17 Board of Supervisors Meeting Martinez Decisions on agenda items 4/26/17 BAAQMD Budget and Finance Committee San FranciscoDecisions on agenda items 4/27/17 Mayor's Summit Luncheon Concord Community Outreach 4/27/17 CCCSWA Meeting Walnut Creek Decisions on agenda items May 23, 2017 Contra Costa County Board of Supervisors 1078 Supervisor John Gioia April – 2017 Monthly Meeting Statement Government Code section 53232.3(d) requires that members of legislative bodies report on meetings attended for which there has been expense reimbursement (mileage, meals, lodging, etc.). *Meeting Date: April 14, 2017 *Meeting: SF Bay Restoration Authority Board Meeting & Shoreline Tour *Location: Palo Alto, CA Supervisor sought reimbursement from the County for one meeting that he attended in his capacity as a County Supervisor during the month of April, 2017. May 23, 2017 Contra Costa County Board of Supervisors 1079 Supervisor Candace Andersen – Monthly Meeting Report April 2017 Date Meeting Location 3 Hiring Outreach Martinez 5 EB Broadband Consortium Oakland 5 Orinda Rotary Orinda 5 Mental Health Comm Pleasant Hill 6 Mayors’ Conf Orinda 6 East Bay EDA Hayward 7 Victims Rights Ceremony Martinez 10 CCCTA A & F Lafayette 10 Internal Ops Martinez 10 SWAT Orinda 11 Recycle Smart Walnut Creek 12 CCCERA Concord 12 Rotary Club SRV San Ramon 13 Alamo Community Meeting Danville 15 CAPA Orientation Walnut Creek 17 Alamo Liaison Danville 17 TVTC Livermore 18 Board of Supervisors Moraga 22 Moraga Citizen of Yr Martinez 24 Family & Human Martinez 24 TRAFFIX Danville 24 Canyon Bridge meeting Canyon 25 Board of Supervisors Martinez 25 SRV Education Event Danville 26 CCCERA Concord 27 CCCSWA Walnut Creek 28 Citizens Corps San Ramon 28 George Miller Center Concord 29 ACLU Panel discussion Lafayette May 23, 2017 Contra Costa County Board of Supervisors 1080 Date Meeting Name Location 1-Apr East Contra Costa Historial Society Opening Day Brentwood 4-Apr Constituent Meeting Brentwood 4-Apr Meeting with You, Me, We = Oakley Brentwood 4-Apr Meeting with NAMI Brentwood 5-Apr Meeting with Blackhawk GHAD Blackhawk 5-Apr Meeting with Blackhawk HOA Blackhawk 6-Apr Meeting with County Librarian, Melinda Cervantes Brentwood 6-Apr Meeting with Public Works Staff Brentwood 6-Apr Meeting with Public Defender's Office Brentwood 6-Apr Phone Meeting with CCTA Staff Brentwood 7-Apr Meeting with Assemblywoman Catharine Baker Walnut Creek 8-Apr Joint Town Hall with Congressmen DeSaulnier and McNerney Antioch 8-Apr Grand Marshall for Bethel Island's Opening Day on the Delta Bethel Island 10-Apr Transportation, Water & Infrastructure Committee Meeting Martinez 10-Apr Legislative Committee Meeting Martinez 10-Apr Meeting with County Administrator, David Twa Martinez 10-Apr Internal Operations Committee Meeting Martinez 10-Apr Meeting with Public Health Director Martinez 11-Apr Hwy 4/Balfour Road Ground Breaking Ceremony Brentwood 11-Apr Meeting with California Nurses Association Martinez 11-Apr Northern Waterfront Ad Hoc Committee Meeting Martinez 11-Apr Antioch City Council Meeting Antioch 12-Apr Meeting with Athenian School Danville 12-Apr Meeting with Diablo CSD Diablo 12-Apr Meeting with Diablo Country Club General Manager Diablo 13-Apr Meeting with John Muir Health Brentwood 13-Apr Meeting with Village Community Resource Center Brentwood 13-Apr Meeting with AFSCME 57 Brentwood 13-Apr Constituent Meeting Brentwood 13-Apr Phone Meeting with Community Clinic Consortium Brentwood 17-Apr Constituent Meeting Brentwood 17-Apr Meeting with Discovery Bay P-6 Brentwood Supervisor Diane Burgis - April 2017 AB1234 Report (Government Code Section 53232.3(d) requires that members legislative bodies report on meetings attended for which there has been expense reimbursement (mileage, meals, lodging, etc). May 23, 2017 Contra Costa County Board of Supervisors 1081 17-Apr Meeting with Interim Fire Chief, East Contra Costa Fire Protection District Brentwood 18-Apr Board of Supervisors Meeting Martinez 18-Apr Meeting with Director of Conservation and Development Department Martinez 19-Apr Meeting with District 3 Representative on County Planning Commission Brentwood 19-Apr Meeting with Executive Director of Delta Protection Commission Brentwood 19-Apr Meeting with District 3 Representative on Contra Costa Women's Commission Brentwood 19-Apr Meeting with Director of Environmental Health Brentwood 19-Apr Meeting with Public Defender Brentwood 20-Apr CSAC New Supervisor Institute Sacramento 21-Apr Delta Counties Coalition Meeting Sacramento 21-Apr Meeting with Chief Fiscal Policy Advisor at California State Senate Sacramento 22-Apr NAACP 60th Annual Membership Banquet Antioch 24-Apr Meeting with Organizer from Prop 64 Brentwood 24-Apr Constituent Meeting Brentwood 24-Apr East Contra Costa County Habitat Conservancy Meeting Clayton 24-Apr Community Choice Energy Town Hall Danville 25-Apr Board of Supervisors Meeting Martinez 25-Apr Meeting with County Administrator, David Twa Martinez 25-Apr Byron Municipal Advisory Council Meeting Byron 25-Apr Knightsen Town Advisory Council Meeting Knightsen 26-Apr Constituent Meeting Brentwood 26-Apr Phone Meeting with Constituent Brentwood 26-Apr Site Tour with Opportunity Junction Antioch 26-Apr Phone Meeting with Constituent Brentwood 26-Apr Tri-Delta Transit Meeting Antioch 27-Apr Site Tour with Head Start Center Oakley 27-Apr Meeting with Public Works Staff Brentwood 27-Apr Meeting with Fire Chief, Contra Costa Fire Brentwood 27-Apr Phone Meeting with SEIU-UHW Brentwood 27-Apr Phone Meeting with Conservation and Development Staff Brentwood 27-Apr Constituent Meeting Brentwood 27-Apr Community Choice Energy Town Hall Knightsen 28-Apr Liberty High School District Graduates of Distinction Brentwood 29-Apr Congreso Familiar Ceremony Event Oakley * Reimbursement may come from an agency other than Contra Costa County May 23, 2017 Contra Costa County Board of Supervisors 1082 Purpose Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Community Outreach Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Community Outreach Business Meeting Business Meeting Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Supervisor Diane Burgis - April 2017 AB1234 Report (Government Code Section 53232.3(d) requires that members legislative bodies report on meetings attended for which there has been expense reimbursement (mileage, meals, lodging, May 23, 2017 Contra Costa County Board of Supervisors 1083 Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Community Outreach Business Meeting Business Meeting Business Meeting Community Outreach Business Meeting Business Meeting Community Outreach Community Outreach Business Meeting Business Meeting Community Outreach Business Meeting Business Meeting Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Community Outreach Community Outreach Community Outreach May 23, 2017 Contra Costa County Board of Supervisors 1084 BACKGROUND: May 21-27, 2017 is National Emergency Medical Services Week. This resolution honors local EMS responders (emergency medical technicians, paramedics, police, firefighters, emergency nurses, emergency physicians, emergency medical dispatchers, EMS educators, EMS administrators, and others) for the critical role they play in our EMS system. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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 Goldstein, 646-4690 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: Stephanie Mello, Deputy cc: Tasha Scott, Rachel Morris, Marcy Wilhelm C. 17 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Designating the Week of May 21 - 27, 2017 as National Emergency Medical Services Week May 23, 2017 Contra Costa County Board of Supervisors 1085 AGENDA ATTACHMENTS Resolution No. 2017/164 MINUTES ATTACHMENTS Signed Resolution No. 2017/164 May 23, 2017 Contra Costa County Board of Supervisors 1086 In the matter of:Resolution No. 2017/164 Recognizing May 21 – 27, 2017 as Emergency Medical Services Week. WHEREAS, emergency medical services (EMS) is a vital public service; and WHEREAS, access to quality emergency care dramatically improves the survival and recovery rate of those who experience sudden illness or injury; and WHEREAS, the members of emergency medical services teams are ready to provide compassionate, lifesaving care to those in need twenty-four (24) hours a day, seven (7) days a week; and WHEREAS, the emergency medical services system consists of emergency medical dispatchers, law enforcement officers, emergency medical technicians, paramedics, firefighters, emergency nurses, emergency physicians, first responders, educators, and administrators; and WHEREAS, the members of emergency medical services teams, whether career or volunteer, engage in thousands of hours of specialized training and continuing education to enhance their lifesaving skills; and WHEREAS, EMS plays a critical role in public outreach and injury prevention, and is evolving in its role as an important member of the healthcare community; and WHEREAS, the year 2017 marks the 40th anniversary of the implementation of a paramedic program enhanced EMS System within Contra Costa County; and WHEREAS, Contra Costa EMS System is recognized in the state as a leader in exceptional EMS system performance improvement practices focused on improving patient care outcomes; and WHEREAS, in the last 10 years the EMS System within Contra Costa County has sustained an exceptional Trauma System and implemented a High Risk Heart Attack (STEMI) System, Stroke System and a Cardiac Arrest System of Care; and WHEREAS, it is appropriate to recognize the value and the accomplishments of emergency medical services providers by designating Emergency Medical Services Week; Now, Therefore, Be It Resolved: Contra Costa County in recognition of this event does hereby proclaim the week of May 21 – 27 2017, as EMERGENCY MEDICAL SERVICES WEEK with the theme "EMS STRONG: Always in Service" we encourage the community to observe this week with appropriate programs, ceremonies, and activities. ___________________ 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: May 23, 2017 David J. Twa, By: ____________________________________, Deputy May 23, 2017 Contra Costa County Board of Supervisors 1087 PR.1, C.17 May 23, 2017 Contra Costa County Board of Supervisors 1088 RECOMMENDATION(S): Foster Parent Recognition Month APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 19 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Foster Parent Recognition Month May 23, 2017 Contra Costa County Board of Supervisors 1089 AGENDA ATTACHMENTS Resolution No. 2017/182 MINUTES ATTACHMENTS Signed Resolution No. 2017/182 May 23, 2017 Contra Costa County Board of Supervisors 1090 In the matter of:Resolution No. 2017/182 Foster Parent Recognition Month WHEREAS, the family serves as the primary source of love, identity, care and nurturing, and is the very foundation of our communities in Contra Costa County; and WHEREAS, in Contra Costa County there are approximately 1,000 children and youth in foster care, being provided with safe, secure and stable home environment along with the compassion and nurturing of foster, relative and non-relative families; and WHEREAS, all young people in foster care deserve a meaningful relationship with a caring, responsible, and compassionate adult, who becomes a supportive and lasting presence in their lives; and WHEREAS, relative, non-relative, foster and adoptive families, who open their homes and hearts to care for children whose families are in crisis, play a vita, role in helping children and families heal and reconnect thereby launching young people into successful adulthood; and WHEREAS, dedicated foster and relative families frequently provide permanency for foster children, resulting in greater need for more foster and relative families; and WHEREAS, there are numerous individuals, public and private organizations who work to increase public awareness of the needs of children living in and leaving foster care; and WHEREAS, we recognize the enduring and valuable contribution of foster, relative and non-relative parents, and that the "system" is only as good as those who choose to be part of it. Now, Therefore, Be It Resolved: that the Contra Costa County Board of Supervisors proclaims May 2017 as Foster Parent Recognition Month in Contra Costa County and urges all citizens to come forward to positively impact the lives of children and youth in foster care. ___________________ 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: May 23, 2017 David J. Twa, By: ____________________________________, Deputy May 23, 2017 Contra Costa County Board of Supervisors 1091 PR.3, C.19 May 23, 2017 Contra Costa County Board of Supervisors 1092 RECOMMENDATION(S): ADOPT Resolution No. 2017/138 recognizing the month of May as Community Action Month, as recommended by Employment and Human Services Director. FISCAL IMPACT: None. BACKGROUND: The Community Action Agencies were created when the Economic Opportunities Act of 1964 was signed into law. The Contra Costa County Employment and Human Services Department, Community Services Bureau, is the Community Action Agency for Contra Costa County. The Community Services Bureau with all its community partnerships has made an essential contribution to individuals and families in Contra Costa County, by providing them with innovative and cost-effective programs to help those with limited income to become self-sufficient. CONSEQUENCE OF NEGATIVE ACTION: The Community Action Agency will not be recognized for its contributions to helping low income residents become self-sufficient. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Christina Reich, 681-6345 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: Stephanie Mello, Deputy cc: Nancy Sparks, Christina Reich, Cassandra Youngblood C. 15 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Proclaim May as Community Action Month May 23, 2017 Contra Costa County Board of Supervisors 1093 AGENDA ATTACHMENTS Resolution No. 2017/138 MINUTES ATTACHMENTS Signed Resolution No. 2017/138 May 23, 2017 Contra Costa County Board of Supervisors 1094 In the matter of:Resolution No. 2017/138 Declaring the month of May 2017 as Community Action Month. WHEREAS, Community Action Agencies were created when the Economic Opportunity Act of 1964 was signed into law; and WHEREAS, Community Action Agencies have a 53-year history of promoting self-sufficiency for those with limited income; and WHEREAS, The Contra Costa County Employment and Human Services Department, Community Services Bureau is the Community Action Agency for Contra Costa County; and WHEREAS, The Contra Costa County Employment and Human Services, Community Services Bureau and with all its community partnerships has made an essential contribution to individuals and families in Contra Costa County, by providing them with innovative and cost-effective programs; and WHEREAS, the Economic Opportunity Council has served as the Advisory Body to the Costa County Employment and Human Services Department, Community Services Bureau and the Contra Costa County Board of Supervisors; and WHEREAS, low income residents of Contra Costa County continue to need opportunities to improve their lives and their living conditions, thus ensuring that all residents are able to live in dignity; and WHEREAS, Community Services Block Grant funding, administered by the Community Action Program in collaboration with the Economic Opportunity Council continues to support safety net services that alleviate poverty in Contra Costa County; and WHEREAS, Contra Costa County and the entire United States must continue to promote economic security by providing support and opportunities for all citizens in need of assistance; and WHEREAS, every year in May, the Community Action Agencies and Economic Opportunity Councils across the country celebrate National Community Action Month. NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors of Contra Costa County hereby declares May 2017 COMMUNITY ACTION MONTH in Contra Costa 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: May 23, 2017 David J. Twa, By: ____________________________________, Deputy May 23, 2017 Contra Costa County Board of Supervisors 1095 PR.2, C.15 May 23, 2017 Contra Costa County Board of Supervisors 1096 RECOMMENDATION(S): ADOPT Resolution No. 2017/157 proclaiming the week of May 21-27, 2017 as "National Public Works Week" in Contra Costa County, as recommended by the Public Works Director, Countywide. FISCAL IMPACT: No fiscal impact. BACKGROUND: The Public Works Department would like to involve all citizens and civic organizations in Public Works Week by providing information about the Public Works Department and to share with them the challenges involved in providing public works services and to recognize the contributions that public works personnel make every day to our health, safety and comfort. CONSEQUENCE OF NEGATIVE ACTION: Contra Costa County will not be able to participate in the nationwide Public Works Week. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Carrie Ricci, (925) 313-2235 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: Stephanie Mello, Deputy cc: C. 16 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:PROCLAIM the Week of May 21-27, 2017 as "National Public Works Week" in Contra Costa County May 23, 2017 Contra Costa County Board of Supervisors 1097 AGENDA ATTACHMENTS Resolution No. 2017/157 MINUTES ATTACHMENTS Signed Resolution No. 2017/157 May 23, 2017 Contra Costa County Board of Supervisors 1098 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: John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2017/157 In the matter of RECOGNIZING NATIONAL PUBLIC WORKS WEEK MAY 21-27, 2017 WHEREAS public works services provided in our community are in integral part to our citizen's everyday lives; and WHEREAS the support of an understanding and informed citizenry is vital to the efficient operations of public works systems and programs such as our airports, creeks and channels, streets and highways, public buildings, urban development; and WHEREAS the health and safety, and comfort of this community greatly depend on these facilities and services; and WHEREAS the quality and effectiveness of these facilities, as well as their planning, design, and construction, are vitally dependent upon the efforts and skill of public works officials. NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors of Contra Costa County does hereby recognize May 21-27, 2017 as NATIONAL PUBLIC WORKS WEEK in Contra Costa County, and call upon all citizens and civic organizations to acquaint themselves with the challenges involved in providing public works services and to recognize the contributions that public works personnel make every day to improve and maintain our health, safety, and comfort. PASSED by unanimous vote of the Board of Supervisors members present this 23rd day of May, 2017. Contact: Carrie Ricci, (925) 313-2235 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: Stephanie Mello, Deputy cc: 5 May 23, 2017 Contra Costa County Board of Supervisors 1099 C.16 May 23, 2017 Contra Costa County Board of Supervisors 1100 RECOMMENDATION(S): Adopt Resolution No. 2017/165 designating May 24, 2017 as Emergency Medical Services for Children Day. BACKGROUND: May 24, 2017 is Emergency Medical Services for Children Day. This resolution recognizes the value and accomplishments of our emergency care providers caring for the children in need using our EMS system. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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 Frost, 646-4690 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: Stephanie Mello, Deputy cc: Tasha Scott, Marcy Wilhelm, Rachel Morris C. 18 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Recognizing May 24, 2017 as Emergency Medical Services (EMS) for Children Day May 23, 2017 Contra Costa County Board of Supervisors 1101 AGENDA ATTACHMENTS Resolution No. 2017/165 MINUTES ATTACHMENTS Signed Resolution No. 2017/165 May 23, 2017 Contra Costa County Board of Supervisors 1102 In the matter of:Resolution No. 2017/165 Recognizing May 24, 2017 as EMERGENCY MEDICAL SERVICES FOR CHILDREN (EMSC) DAY. WHEREAS, Emergency Medical Services for Children supports EMS, the community-based public service whose presence is vital to children in need; and WHEREAS, the needs of children are different than the needs of adults in medical emergencies; and WHEREAS, Emergency Medical Services for Children promotes the high-level emergency care given by EMS providers with pediatric emergency skills; and WHEREAS, Emergency Medical Services for Children assists in the implementation of training for use of advanced technical equipment and services in preparation to save the life of a child; and WHEREAS, EMS providers are unceasingly prepared to respond to children who access the system and return them to an optimum level of health; and WHEREAS, Emergency Medical Services for Children works with physicians, nurses, social workers, psychologists, emergency medical technicians, paramedics, firefighters, educators, administrators and others to identify and address the issues surrounding the provision of optimal pediatric care; and WHEREAS, Emergency Medical Services for Children assists in the development of training programs and guidelines for emergency care providers so that children with special health care needs receive timely, appropriate care; and WHEREAS, it is proper and timely to bring recognition to the value and accomplishments of such dedicated men and women by designating Emergency Medical Services for Children Day. Now, Therefore, Be It Resolved, Contra Costa County in recognition of this event do hereby proclaim the date of May 24, 2017, as EMERGENCY MEDICAL SERVICES FOR CHILDREN (EMSC) DAY and encourage the community to observe this day with appropriate programs, ceremonies and activities. ___________________ 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: May 23, 2017 David J. Twa, By: ____________________________________, Deputy May 23, 2017 Contra Costa County Board of Supervisors 1103 PR.1, C.18 May 23, 2017 Contra Costa County Board of Supervisors 1104 APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Lisa Chow, (925) 521-7100 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: Stephanie Mello, Deputy cc: C. 14 To:Board of Supervisors From:Karen Mitchoff, District IV Supervisor Date:May 23, 2017 Contra Costa County Subject:Resolution on honoring and congratulating Greg Feere on his retirement May 23, 2017 Contra Costa County Board of Supervisors 1105 AGENDA ATTACHMENTS Resolution No. 2017/198 MINUTES ATTACHMENTS Signed Resolution No. 2017/198 May 23, 2017 Contra Costa County Board of Supervisors 1106 In the matter of:Resolution No. 2017/198 Honoring Greg Feere upon his retirement from the Contra Costa Building Trades Council. WHEREAS, Greg Feere has served as the Chief Executive Officer of the Contra Costa Trades Council since 1987; and WHEREAS, he has also served as a Commissioner for the Contra Costa County Fish & Wildlife Committee and as a Trustee of the Contra Costa Community College District; and WHEREAS, prior to his work with the Building Trades Council, Greg was the youngest Business Manager for Asbestos Workers Local 16 to be elected in 100 years of the Local’s history; and WHEREAS, Greg’s day-to-day responsibilities have him representing the Council on local, state, and national issues; and WHEREAS, Greg has been elected to seven terms as CEO of the Council. His uncontested election is a reflection of a leadership that has overseen many successful efforts for the Council and its membership; and WHEREAS, Greg designed the first Community Outreach Program in Northern California to create training and job opportunities for women, minorities and economically disadvantaged workers; and WHEREAS, during Greg’s time as CEO, the Council’s membership doubled in 2 ½ years at a time when other labor organizations were losing members; and WHEREAS, Greg’s rich legacy is filled with actions and programs, whether for work or in a volunteer capacity that put into practice his commitment to improve the lives of Contra Costa County’s working families and less fortunate. Now, Therefore, Be It Resolved that the Board of Supervisors of Contra Costa County congratulates Greg Feere on the occasion of his retirement. ___________________ 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: May 23, 2017 David J. Twa, By: ____________________________________, Deputy May 23, 2017 Contra Costa County Board of Supervisors 1107 C.14 May 23, 2017 Contra Costa County Board of Supervisors 1108 RECOMMENDATION(S): INTRODUCE Ordinance Code 2017-06 amending the County Ordinance Code to exclude from the Merit System the classification of Chief Deputy Public Administrator-Exempt, WAIVE READING and Fix June 6, 2017, for adoption. FISCAL IMPACT: Upon approval, this action has no fiscal impact. BACKGROUND: In October of 2015, the Board of Supervisors approved the transfer of the Office of the Public Administrator from the Office of the District Attorney to Health Services Department and appointed Dr. Walker, Health Services Director, as the County's Public Administrator. The primary function is to protect and manage the estates of descendants and at-risk individuals assigned to the County. The Chief Deputy Public Administrator is a single position classification assigned to plan, organize and direct APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Dorette McCollumn (925) 957-5240 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: June McHuen, Deputy cc: Dorette McCollumn C. 20 To:Board of Supervisors From:Dianne Dinsmore, Human Resources Director Date:May 23, 2017 Contra Costa County Subject:Introduce Ordinance Code 2017-06 to Exempt from the Merit System classification Chief Deputy Public Administrator May 23, 2017 Contra Costa County Board of Supervisors 1109 BACKGROUND: (CONT'D) the activities of the Public Administrator's office. The incumbent reports directly to and receives direction from the Health Services Director. It is a highly specialized classification with its role and responsibility being governed by Probate Laws. The incumbent requires extensive knowledge of laws and regulations; probate, civil, tax and other laws affecting the administration of estates and of processes involved in the investigation and administration of estate including real estate practices, landlord and tenant laws, banking and other financial procedures. In order to maintain maximum responsiveness on the part of the incumbent, the Department is requesting to exempt this classification from the County's Merit System. CONSEQUENCE OF NEGATIVE ACTION: Failure to obtain Board approval will impede the Department's ability to effectively manage its Public Administrator's operations. ATTACHMENTS AIR 29194 Ordinance No 2017-06 Ordinance No. 2017-06 Exclude from the Merit Chief Dep Public Admin-Exempt May 23, 2017 Contra Costa County Board of Supervisors 1110 POSITION ADJUSTMENT REQUEST NO. DATE 3/24/2017 Department No./ Department HEALTH SERVICES DEPARTMENT Budget Unit No. Org No. Agency No. Action Requested: In 1998 Ordinance Number 98-45 was introduced to Exempt the classification of Chief Deputy Public Administrator from the Merit System. There is no record that the proposed ordinance was adopted. This P300 will introduce a new ordinance exempting this classification from the Merit System and introduced and adopted by the Board of Supervisors. Proposed Effective Date: 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 Net County Cost Total this FY N.C.C. this FY SOURCE OF FUNDING TO OFFSET ADJUSTMENT Department must initiate necessary adjustment and submit to CAO. Use additional sheet for further explanations or comments. ______________________________________ (for) Department Head REVIEWED BY CAO AND RELEASED TO HUMAN RESOURCES DEPARTMENT ___________________________________ ________________ Deputy County Administrator Date HUMAN RESOURCES DEPARTMENT RECOMMENDATIONS DATE 3/24/2017 INTRODUCE Ordinance Code 2017-06 amending the County Ordinance Code to exclude from the Merit System the classification of Chief Deputy Public Administrator-Exempt (AXD1), WAIVE READING and Fix June 6, 2017, for adoption Amend Resolution 71/17 establishing positions and resolutions allocating classes to the Basic / Exempt salary schedule. Effective: Day following Board Action. (Date) Gladys Scott Reid 3/24/2017 ___________________________________ ________________ (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 May 23, 2017 Contra Costa County Board of Supervisors 1111 REQUEST FOR PROJECT POSITIONS Department Date 5/15/2017 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 May 23, 2017 Contra Costa County Board of Supervisors 1112 May 23, 2017 Contra Costa County Board of Supervisors 1113 May 23, 2017 Contra Costa County Board of Supervisors 1114 May 23, 2017 Contra Costa County Board of Supervisors 1115 May 23, 2017 Contra Costa County Board of Supervisors 1116 RECOMMENDATION(S): INTRODUCE Ordinance Code 2017-07 amending the County Ordinance Code to exclude from the Merit System the new classification of Human Resources Manager - Exempt, WAIVE READING and Fix June 6, 2017, for adoption. FISCAL IMPACT: No Fiscal Impact. BACKGROUND: On October 16, 2016, Contra Costa County appointed a new Human Resources Director after the position had been vacant for two and one half years. Since that time, the Director has been reviewing the needs of the Human Resources Department, including its organizational structure. On March 15, 2017, the Assistant Human Resources Director left Contra Costa County to head the Human Resources Department for the City of Emeryville. While her departure is a loss to the County, it provides the opportunity to reorganize the management structure to meet the immediate needs and support the future needs of the department. The recommended change in management structure is to re-title Employee Benefits Manager-Exempt to Human Resources Manager-Exempt and add a Human Resources Manager-Exempt position to the Personnel Services Unit. The incumbent Employee Benefits Manager-Exempt APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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, (925) 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Dianne Dinsmore, Human Resources Director C. 21 To:Board of Supervisors From:Dianne Dinsmore, Human Resources Director Date:May 23, 2017 Contra Costa County Subject:INTRODUCE Ordinance No. 2017-07 to exempt the classification of Human Resources Manager-Exempt from the Merit System May 23, 2017 Contra Costa County Board of Supervisors 1117 BACKGROUND: (CONT'D) will be retitled to the new classification. The reasons for the recommended reorganization are three-fold. The Human Resources Department is made up of three divisions: 1) Employee Benefits Services Unit (EBSU; 2) Personnel Services Unit (PSU); and 3) Administration. Employee Benefits is led by the Employee Benefits Manager-Exempt. Personnel Services does not have a manager and as a result, a significant amount of the Assistant Human Resources Director’s time was spent overseeing the PSU. The department is undertaking several significant initiatives in PSU to modernize and streamline its services. Focused management is needed to plan, organize and drive the operations of the PSU. There is minimal crossover between the EBSU and PSU. As a result, there is a knowledge vacuum if an individual departs, which happened when the former Employee Benefits Manager left the County with short notice, jeopardizing the department’s ability to provide effective and compliant services. Establishing two Human Resources Managers will allow for crossover and knowledge transfer to minimize the impact of a departure and provide coverage during vacations and other absences. The Assistant Human Resources Director and Human Resources Director require knowledge of all aspects of Human Resources. The current structure does not support employee development and succession planning. Although one Human Resources Manager will have primary responsibility for PSU and one for EBSU, the Managers will be given assignments in both areas and cross-training will be employed to broaden and develop their skill-sets. CONSEQUENCE OF NEGATIVE ACTION: Without approval, the Human Resources Department organizational structure will not effectively meet its current and future organizational needs. ATTACHMENTS Ordinance No. 2017-07 May 23, 2017 Contra Costa County Board of Supervisors 1118 May 23, 2017 Contra Costa County Board of Supervisors 1119 May 23, 2017 Contra Costa County Board of Supervisors 1120 RECOMMENDATION(S): INTRODUCE Ordinance No. 2017- 13, implementing community choice aggregation in unincorporated Contra Costa County by becoming a member agency of the Marin Energy Authority (MCE) joint powers authority, WAIVE reading, and FIX June 6, 2017, for adoption. FISCAL IMPACT: No fiscal impact to the County. BACKGROUND: On May 2, 2017, the Board of Supervisors directed County staff to take the actions necessary for the County to seek membership in the Community Choice Energy program known as MCE. Prior to the May 2, 2017 meeting, MCE described, in the attached letter dated May 1, 2017 (Attachment A), the benefits it would provide to Contra Costa County if the County became a member of MCE. The Board materials for May 2, 2017 as well as from March 28, 2017 provide additional background on Community Choice Energy and the County's process for evaluating it. The introduction of Ordinance No. 2017 - 13 (Attachment B) is the first step for the County to seek membership in MCE. MCE is a joint powers authority, the formal name of which is the Marin Energy Authority. Ordinance No. 2017 - 13 would authorize the Chair of the Board to execute the Joint Powers Agreement (Attachment C) with the Marin Energy Authority (MCE) if the County is accepted as a member agency by MCE’s Board of Directors. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Jason Crapo, 925-674-7722 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: June McHuen, Deputy cc: C. 23 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:May 23, 2017 Contra Costa County Subject:Introduce Ordinance to Join Marin Energy Authority (MCE) May 23, 2017 Contra Costa County Board of Supervisors 1121 BACKGROUND: (CONT'D) If the Board approves the introduction of Ordinance No. 2017 - 13, County staff will prepare an item for the June 6 Board of Supervisors meeting to take the additional actions necessary to complete the County’s membership application to MCE. These actions include adopting Ordinance No. 2017 - 13, adopting a Resolution requesting MCE membership, and approving a Memorandum of Understanding with MCE concerning actions that will be taken by the County and MCE that are necessary to complete the review of the County’s membership application and to facilitate MCE's eventual program implementation within the unincorporated area of the Contra Costa County. MCE has provided a timeline of events (Attachment D) that are expected to take place prior to implementation of electrical service for electricity customers within the County’s jurisdiction should the County be accepted for membership in MCE. This timeline includes MCE’s evaluation of the County’s membership application, decision by MCE’s Board of Directors whether to admit the County as a new member agency, appointment of the County’s representative to MCE’s Board of Directors, and commencement of a public outreach campaign to inform County residents and businesses of MCE’s program implementation within the unincorporated area of the County. CONSEQUENCE OF NEGATIVE ACTION: If the Board does not approve this item, the County will not be able to proceed with steps necessary to seek membership in MCE, as directed by the Board at its meeting on May 2, 2017. CHILDREN'S IMPACT STATEMENT: None. ATTACHMENTS Attachment A - MCE Letter Dated May 1, 2017 Attachment B - Ordinance 2017-13 Attachment C - MCE Joint Powers Agreement Attachment D - MCE Timeline May 23, 2017 Contra Costa County Board of Supervisors 1122 May 23, 2017 Contra Costa County Board of Supervisors 1123 May 23, 2017 Contra Costa County Board of Supervisors 1124 May 23, 2017 Contra Costa County Board of Supervisors 1125 May 23, 2017 Contra Costa County Board of Supervisors 1126 Marin Energy Authority - Joint Powers Agreement - Effective December 19, 2008 As amended by Amendment No. 1 dated December 3, 2009 As further amended by Amendment No. 2 dated March 4, 2010 As further amended by Amendment No. 3 dated May 6, 2010 As further amended by Amendment No. 4 dated December 1, 2011 As further amended by Amendment No. 5 dated July 5, 2012 As further amended by Amendment No. 6 dated September 5, 2013 As further amended by Amendment No. 7 dated December 5, 2013 As further amended by Amendment No. 8 dated September 4, 2014 As further amended by Amendment No. 9 dated December 4, 2014 As further amended by Amendment No. 10 dated April 21, 2016 Among The Following Parties: City of American Canyon City of Belvedere City of Benicia City of Calistoga Town of Corte Madera City of El Cerrito Town of Fairfax City of Lafayette City of Larkspur City of Mill Valley City of Napa City of Novato City of Richmond Town of Ross Town of San Anselmo City of San Pablo City of San Rafael City of Sausalito City of St. Helena Town of Tiburon City of Walnut Creek Town of Yountville County of Marin County of Napa May 23, 2017 Contra Costa County Board of Supervisors 1127 MARIN ENERGY AUTHORITY JOINT POWERS AGREEMENT This Joint Powers Agreement (“Agreement”), effective as of December 19, 2008, is made and entered into pursuant to the provisions of Title 1, Division 7, Chapter 5, Article 1 (Section 6500 et seq.) of the California Government Code relating to the joint exercise of powers among the parties set forth in Exhibit B (“Parties”). The term “Parties” shall also include an incorporated municipality or county added to this Agreement in accordance with Section 3.1. RECITALS 1. The Parties are either incorporated municipalities or counties sharing various powers under California law, including but not limited to the power to purchase, supply, and aggregate electricity for themselves and their inhabitants. 2. In 2006, the State Legislature adopted AB 32, the Global Warming Solutions Act, which mandates a reduction in greenhouse gas emissions in 2020 to 1990 levels. The California Air Resources Board is promulgating regulations to implement AB 32 which will require local government to develop programs to reduce greenhouse emissions. 3. The purposes for the Initial Participants (as such term is defined in Section 2.2 below) entering into this Agreement include addressing climate change by reducing energy related greenhouse gas emissions and securing energy supply and price stability, energy efficiencies and local economic benefits. It is the intent of this Agreement to promote the development and use of a wide range of renewable energy sources and energy efficiency programs, including but not limited to solar and wind energy production. 4. The Parties desire to establish a separate public agency, known as the Marin Energy Authority (“Authority”), under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.) (“Act”) in order to collectively study, promote, develop, conduct, operate, and manage energy programs. 5. The Initial Participants have each adopted an ordinance electing to implement through the Authority Community Choice Aggregation, an electric service enterprise agency available to cities and counties pursuant to California Public Utilities Code Section 366.2 (“CCA Program”). The first priority of the Authority will be the consideration of those actions necessary to implement the CCA Program. Regardless of whether or not Program Agreement 1 is approved and the CCA Program becomes operational, the parties intend for the Authority to continue to study, promote, develop, conduct, operate and manage other energy programs. May 23, 2017 Contra Costa County Board of Supervisors 1128 AGREEMENT NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions hereinafter set forth, it is agreed by and among the Parties as follows: ARTICLE 1 CONTRACT DOCUMENTS 1.1 Definitions. Capitalized terms used in the Agreement shall have the meanings specified in Exhibit A, unless the context requires otherwise. 1.2 Documents Included. This Agreement consists of this document and the following exhibits, all of which are hereby incorporated into this Agreement. Exhibit A: Definitions Exhibit B: List of the Parties Exhibit C: Annual Energy Use Exhibit D: Voting Shares 1.3 Revision of Exhibits. The Parties agree that Exhibits B, C and D to this Agreement describe certain administrative matters that may be revised upon the approval of the Board, without such revision constituting an amendment to this Agreement, as described in Section 8.4. The Authority shall provide written notice to the Parties of the revision of any such exhibit. ARTICLE 2 FORMATION OF MARIN ENERGY AUTHORITY 2.1 Effective Date and Term. This Agreement shall become effective and Marin Energy Authority shall exist as a separate public agency on the date this Agreement is executed by at least two Initial Participants after the adoption of the ordinances required by Public Utilities Code Section 366.2(c)(10). The Authority shall provide notice to the Parties of the Effective Date. The Authority shall continue to exist, and this Agreement shall be effective, until this Agreement is terminated in accordance with Section 7.4, subject to the rights of the Parties to withdraw from the Authority. 2.2 Initial Participants. During the first 180 days after the Effective Date, all other Initial Participants may become a Party by executing this Agreement and delivering an executed copy of this Agreement and a copy of the adopted ordinance required by Public Utilities Code Section 366.2(c)(10) to the Authority. Additional conditions, described in Section 3.1, may apply (i) to either an incorporated municipality or county desiring to become a Party and is not an Initial Participant and (ii) to Initial Participants that have not executed and delivered this Agreement within the time period described above. May 23, 2017 Contra Costa County Board of Supervisors 1129 2.3 Formation. There is formed as of the Effective Date a public agency named the Marin Energy Authority. Pursuant to Sections 6506 and 6507 of the Act, the Authority is a public agency separate from the Parties. The debts, liabilities or obligations of the Authority shall not be debts, liabilities or obligations of the individual Parties unless the governing board of a Party agrees in writing to assume any of the debts, liabilities or obligations of the Authority. A Party who has not agreed to assume an Authority debt, liability or obligation shall not be responsible in any way for such debt, liability or obligation even if a majority of the Parties agree to assume the debt, liability or obligation of the Authority. Notwithstanding Section 8.4 of this Agreement, this Section 2.3 may not be amended unless such amendment is approved by the governing board of each Party. 2.4 Purpose. The purpose of this Agreement is to establish an independent public agency in order to exercise powers common to each Party to study, promote, develop, conduct, operate, and manage energy and energy-related climate change programs, and to exercise all other powers necessary and incidental to accomplishing this purpose. Without limiting the generality of the foregoing, the Parties intend for this Agreement to be used as a contractual mechanism by which the Parties are authorized to participate as a group in the CCA Program, as further described in Section 5.1. The Parties intend that subsequent agreements shall define the terms and conditions associated with the actual implementation of the CCA Program and any other energy programs approved by the Authority. 2.5 Powers. The Authority shall have all powers common to the Parties and such additional powers accorded to it by law. The Authority is authorized, in its own name, to exercise all powers and do all acts necessary and proper to carry out the provisions of this Agreement and fulfill its purposes, including, but not limited to, each of the following: 2.5.1 make and enter into contracts; 2.5.2 employ agents and employees, including but not limited to an Executive Director; 2.5.3 acquire, contract, manage, maintain, and operate any buildings, works or improvements; 2.5.4 acquire by eminent domain, or otherwise, except as limited under Section 6508 of the Act, and to hold or dispose of any property; 2.5.5 lease any property; 2.5.6 sue and be sued in its own name; 2.5.7 incur debts, liabilities, and obligations, including but not limited to loans from private lending sources pursuant to its temporary borrowing powers such as Government Code Section 53850 et seq. and authority under the Act; 2.5.8 issue revenue bonds and other forms of indebtedness; 2.5.9 apply for, accept, and receive all licenses, permits, grants, loans or other aids from any federal, state or local public agency; May 23, 2017 Contra Costa County Board of Supervisors 1130 2.5.10 submit documentation and notices, register, and comply with orders, tariffs and agreements for the establishment and implementation of the CCA Program and other energy programs; 2.5.11 adopt rules, regulations, policies, bylaws and procedures governing the operation of the Authority (“Operating Rules and Regulations”); and 2.5.12 make and enter into service agreements relating to the provision of services necessary to plan, implement, operate and administer the CCA Program and other energy programs, including the acquisition of electric power supply and the provision of retail and regulatory support services. 2.6 Limitation on Powers. As required by Government Code Section 6509, the power of the Authority is subject to the restrictions upon the manner of exercising power possessed by the County of Marin. 2.7 Compliance with Local Zoning and Building Laws. Notwithstanding any other provisions of this Agreement or state law, any facilities, buildings or structures located, constructed or caused to be constructed by the Authority within the territory of the Authority shall comply with the General Plan, zoning and building laws of the local jurisdiction within which the facilities, buildings or structures are constructed. ARTICLE 3 AUTHORITY PARTICIPATION 3.1 Addition of Parties. Subject to Section 2.2, relating to certain rights of Initial Participants, other incorporated municipalities and counties may become Parties upon (a) the adoption of a resolution by the governing body of such incorporated municipality or such county requesting that the incorporated municipality or county, as the case may be, become a member of the Authority, (b) the adoption, by an affirmative vote of the Board satisfying the requirements described in Section 4.9.1, of a resolution authorizing membership of the additional incorporated municipality or county, specifying the membership payment, if any, to be made by the additional incorporated municipality or county to reflect its pro rata share of organizational, planning and other pre-existing expenditures, and describing additional conditions, if any, associated with membership, (c) the adoption of an ordinance required by Public Utilities Code Section 366.2(c)(10) and execution of this Agreement and other necessary program agreements by the incorporated municipality or county, (d) payment of the membership payment, if any, and (e) satisfaction of any conditions established by the Board. Notwithstanding the foregoing, in the event the Authority decides to not implement a CCA Program, the requirement that an additional party adopt the ordinance required by Public Utilities Code Section 366.2(c)(10) shall not apply. Under such circumstance, the Board resolution authorizing membership of an additional incorporated municipality or county shall be adopted in accordance with the voting requirements of Section 4.10. May 23, 2017 Contra Costa County Board of Supervisors 1131 3.2 Continuing Participation. The Parties acknowledge that membership in the Authority may change by the addition and/or withdrawal or termination of Parties. The Parties agree to participate with such other Parties as may later be added, as described in Section 3.1. The Parties also agree that the withdrawal or termination of a Party shall not affect this Agreement or the remaining Parties’ continuing obligations under this Agreement. ARTICLE 4 GOVERNANCE AND INTERNAL ORGANIZATION 4.1 Board of Directors. The governing body of the Authority shall be a Board of Directors (“Board”) consisting of one director for each Party appointed in accordance with Section 4.2. 4.2 Appointment and Removal of Directors. The Directors shall be appointed and may be removed as follows: 4.2.1 The governing body of each Party shall appoint and designate in writing one regular Director who shall be authorized to act for and on behalf of the Party on matters within the powers of the Authority. The governing body of each Party also shall appoint and designate in writing one alternate Director who may vote on matters when the regular Director is absent from a Board meeting. The person appointed and designated as the Director or the alternate Director shall be a member of the governing body of the Party. 4.2.2 The Operating Rules and Regulations, to be developed and approved by the Board in accordance with Section 2.5.11, shall specify the reasons for and process associated with the removal of an individual Director for cause. Notwithstanding the foregoing, no Party shall be deprived of its right to seat a Director on the Board and any such Party for which its Director and/or alternate Director has been removed may appoint a replacement. 4.3 Terms of Office. Each Director shall serve at the pleasure of the governing body of the Party that the Director represents, and may be removed as Director by such governing body at any time. If at any time a vacancy occurs on the Board, a replacement shall be appointed to fill the position of the previous Director in accordance with the provisions of Section 4.2 within 90 days of the date that such position becomes vacant. 4.4 Quorum. A majority of the Directors shall constitute a quorum, except that less than a quorum may adjourn from time to time in accordance with law. May 23, 2017 Contra Costa County Board of Supervisors 1132 4.5 Powers and Function of the Board. The Board shall conduct or authorize to be conducted all business and activities of the Authority, consistent with this Agreement, the Authority Documents, the Operating Rules and Regulations, and applicable law. 4.6 Executive Committee. The Board may establish an executive committee consisting of a smaller number of Directors. The Board may delegate to the executive committee such authority as the Board might otherwise exercise, subject to limitations placed on the Board’s authority to delegate certain essential functions, as described in the Operating Rules and Regulations. The Board may not delegate to the Executive Committee or any other committee its authority under Section 2.5.11 to adopt and amend the Operating Rules and Regulations. 4.7 Commissions, Boards and Committees. The Board may establish any advisory commissions, boards and committees as the Board deems appropriate to assist the Board in carrying out its functions and implementing the CCA Program, other energy programs and the provisions of this Agreement. 4.8 Director Compensation. Compensation for work performed by Directors on behalf of the Authority shall be borne by the Party that appointed the Director. The Board, however, may adopt by resolution a policy relating to the reimbursement of expenses incurred by Directors. 4.9 Board Voting Related to the CCA Program. 4.9.1. To be effective, on all matters specifically related to the CCA Program, a vote of the Board shall consist of the following: (1) a majority of all Directors shall vote in the affirmative or such higher voting percentage expressly set forth in Sections 7.2 and 8.4 (the “percentage vote”) and (2) the corresponding voting shares (as described in Section 4.9.2 and Exhibit D) of all such Directors voting in the affirmative shall exceed 50%, or such other higher voting shares percentage expressly set forth in Sections 7.2 and 8.4 (the “percentage voting shares”), provided that, in instances in which such other higher voting share percentage would result in any one Director having a voting share that equals or exceeds that which is necessary to disapprove the matter being voted on by the Board, at least one other Director shall be required to vote in the negative in order to disapprove such matter. 4.9.2. Unless otherwise stated herein, voting shares of the Directors shall be determined by combining the following: (1) an equal voting share for each Director determined in accordance with the formula detailed in Section 4.9.2.1, below; and (2) an additional voting share determined in accordance with the formula detailed in Section 4.9.2.2, below. 4.9.2.1 Pro Rata Voting Share. Each Director shall have an equal voting share as determined by the following formula: (1/total number of May 23, 2017 Contra Costa County Board of Supervisors 1133 Directors) multiplied by 50, and 4.9.2.2 Annual Energy Use Voting Share. Each Director shall have an additional voting share as determined by the following formula: (Annual Energy Use/Total Annual Energy) multiplied by 50, where (a) “Annual Energy Use” means, (i) with respect to the first 5 years following the Effective Date, the annual electricity usage, expressed in kilowatt hours (“kWhs”), within the Party’s respective jurisdiction and (ii) with respect to the period after the fifth anniversary of the Effective Date, the annual electricity usage, expressed in kWhs, of accounts within a Party’s respective jurisdiction that are served by the Authority and (b) “Total Annual Energy” means the sum of all Parties’ Annual Energy Use. The initial values for Annual Energy use are designated in Exhibit C, and shall be adjusted annually as soon as reasonably practicable after January 1, but no later than March 1 of each year 4.9.2.3 The voting shares are set forth in Exhibit D. Exhibit D may be updated to reflect revised annual energy use amounts and any changes in the parties to the Agreement without amending the Agreement provided that the Board is provided a copy of the updated Exhibit D. 4.10 Board Voting on General Administrative Matters and Programs Not Involving CCA. Except as otherwise provided by this Agreement or the Operating Rules and Regulations, each member shall have one vote on general administrative matters, including but not limited to the adoption and amendment of the Operating Rules and Regulations, and energy programs not involving CCA. Action on these items shall be determined by a majority vote of the quorum present and voting on the item or such higher voting percentage expressly set forth in Sections 7.2 and 8.4. 4.11 Board Voting on CCA Programs Not Involving CCA That Require Financial Contributions. The approval of any program or other activity not involving CCA that requires financial contributions by individual Parties shall be approved only by a majority vote of the full membership of the Board subject to the right of any Party who votes against the program or activity to opt-out of such program or activity pursuant to this section. The Board shall provide at least 45 days prior written notice to each Party before it considers the program or activity for adoption at a Board meeting. Such notice shall be provided to the governing body and the chief administrative officer, city manager or town manager of each Party. The Board also shall provide written notice of such program or activity adoption to the above-described officials of each Party within 5 days after the Board adopts the program or activity. Any Party voting against the approval of a program or other activity of the Authority requiring financial contributions by individual Parties may elect to opt-out of participation in such program or activity by May 23, 2017 Contra Costa County Board of Supervisors 1134 providing written notice of this election to the Board within 30 days after the program or activity is approved by the Board. Upon timely exercising its opt-out election, a Party shall not have any financial obligation or any liability whatsoever for the conduct or operation of such program or activity. 4.12 Meetings and Special Meetings of the Board. The Board shall hold at least four regular meetings per year, but the Board may provide for the holding of regular meetings at more frequent intervals. The date, hour and place of each regular meeting shall be fixed by resolution or ordinance of the Board. Regular meetings may be adjourned to another meeting time. Special meetings of the Board may be called in accordance with the provisions of California Government Code Section 54956. Directors may participate in meetings telephonically, with full voting rights, only to the extent permitted by law. All meetings of the Board shall be conducted in accordance with the provisions of the Ralph M. Brown Act (California Government Code Section 54950 et seq.). 4.13 Selection of Board Officers. 4.13.1 Chair and Vice Chair. The Directors shall select, from among themselves, a Chair, who shall be the presiding officer of all Board meetings, and a Vice Chair, who shall serve in the absence of the Chair. The term of office of the Chair and Vice Chair shall continue for one year, but there shall be no limit on the number of terms held by either the Chair or Vice Chair. The office of either the Chair or Vice Chair shall be declared vacant and a new selection shall be made if: (a) the person serving dies, resigns, or the Party that the person represents removes the person as its representative on the Board or (b) the Party that he or she represents withdraws form the Authority pursuant to the provisions of this Agreement. 4.13.2 Secretary. The Board shall appoint a Secretary, who need not be a member of the Board, who shall be responsible for keeping the minutes of all meetings of the Board and all other official records of the Authority. 4.13.3 Treasurer and Auditor. The Board shall appoint a qualified person to act as the Treasurer and a qualified person to act as the Auditor, neither of whom needs to be a member of the Board. If the Board so designates, and in accordance with the provisions of applicable law, a qualified person may hold both the office of Treasurer and the office of Auditor of the Authority. Unless otherwise exempted from such requirement, the Authority shall cause an independent audit to be made by a certified public accountant, or public accountant, in compliance with Section 6505 of the Act. The Treasurer shall act as the depositary of the Authority and have custody of all the money of the Authority, from whatever source, and as such, shall have all of the duties and responsibilities specified in Section 6505.5 of the Act. The Board may require the Treasurer and/or Auditor to May 23, 2017 Contra Costa County Board of Supervisors 1135 file with the Authority an official bond in an amount to be fixed by the Board, and if so requested the Authority shall pay the cost of premiums associated with the bond. The Treasurer shall report directly to the Board and shall comply with the requirements of treasurers of incorporated municipalities. The Board may transfer the responsibilities of Treasurer to any person or entity as the law may provide at the time. The duties and obligations of the Treasurer are further specified in Article 6. 4.14 Administrative Services Provider. The Board may appoint one or more administrative services providers to serve as the Authority’s agent for planning, implementing, operating and administering the CCA Program, and any other program approved by the Board, in accordance with the provisions of a written agreement between the Authority and the appointed administrative services provider or providers that will be known as an Administrative Services Agreement. The Administrative Services Agreement shall set forth the terms and conditions by which the appointed administrative services provider shall perform or cause to be performed all tasks necessary for planning, implementing, operating and administering the CCA Program and other approved programs. The Administrative Services Agreement shall set forth the term of the Agreement and the circumstances under which the Administrative Services Agreement may be terminated by the Authority. This section shall not in any way be construed to limit the discretion of the Authority to hire its own employees to administer the CCA Program or any other program. ARTICLE 5 IMPLEMENTATION ACTION AND AUTHORITY DOCUMENTS 5.1 Preliminary Implementation of the CCA Program. 5.1.1 Enabling Ordinance. Except as otherwise provided by Section 3.1, prior to the execution of this Agreement, each Party shall adopt an ordinance in accordance with Public Utilities Code Section 366.2(c)(10) for the purpose of specifying that the Party intends to implement a CCA Program by and through its participation in the Authority. 5.1.2 Implementation Plan. The Authority shall cause to be prepared an Implementation Plan meeting the requirements of Public Utilities Code Section 366.2 and any applicable Public Utilities Commission regulations as soon after the Effective Date as reasonably practicable. The Implementation Plan shall not be filed with the Public Utilities Commission until it is approved by the Board in the manner provided by Section 4.9. May 23, 2017 Contra Costa County Board of Supervisors 1136 5.1.3 Effect of Vote On Required Implementation Action. In the event that two or more Parties vote to approve Program Agreement 1 or any earlier action required for the implementation of the CCA Program (“Required Implementation Action”), but such vote is insufficient to approve the Required Implementation Action under Section 4.9, the following will occur: 5.1.3.1 The Parties voting against the Required Implementation Action shall no longer be a Party to this Agreement and this Agreement shall be terminated, without further notice, with respect to each of the Parties voting against the Required Implementation Action at the time this vote is final. The Board may take a provisional vote on a Required Implementation Action in order to initially determine the position of the Parties on the Required Implementation Action. A vote, specifically stated in the record of the Board meeting to be a provisional vote, shall not be considered a final vote with the consequences stated above. A Party who is terminated from this Agreement pursuant to this section shall be considered the same as a Party that voluntarily withdrew from the Agreement under Section 7.1.1.1. 5.1.3.2 After the termination of any Parties pursuant to Section 5.1.3.1, the remaining Parties to this Agreement shall be only the Parties who voted in favor of the Required Implementation Action. 5.1.4 Termination of CCA Program. Nothing contained in this Article or this Agreement shall be construed to limit the discretion of the Authority to terminate the implementation or operation of the CCA Program at any time in accordance with any applicable requirements of state law. 5.2 Authority Documents. The Parties acknowledge and agree that the affairs of the Authority will be implemented through various documents duly adopted by the Board through Board resolution, including but not necessarily limited to the Operating Rules and Regulations, the annual budget, and specified plans and policies defined as the Authority Documents by this Agreement. The Parties agree to abide by and comply with the terms and conditions of all such Authority Documents that may be adopted by the Board, subject to the Parties’ right to withdraw from the Authority as described in Article 7. May 23, 2017 Contra Costa County Board of Supervisors 1137 ARTICLE 6 FINANCIAL PROVISIONS 6.1 Fiscal Year. The Authority’s fiscal year shall be 12 months commencing July 1 and ending June 30. The fiscal year may be changed by Board resolution. 6.2 Depository. 6.2.1 All funds of the Authority shall be held in separate accounts in the name of the Authority and not commingled with funds of any Party or any other person or entity. 6.2.2 All funds of the Authority shall be strictly and separately accounted for, and regular reports shall be rendered of all receipts and disbursements, at least quarterly during the fiscal year. The books and records of the Authority shall be open to inspection by the Parties at all reasonable times. The Board shall contract with a certified public accountant or public accountant to make an annual audit of the accounts and records of the Authority, which shall be conducted in accordance with the requirements of Section 6505 of the Act. 6.2.3 All expenditures shall be made in accordance with the approved budget and upon the approval of any officer so authorized by the Board in accordance with its Operating Rules and Regulations. The Treasurer shall draw checks or warrants or make payments by other means for claims or disbursements not within an applicable budget only upon the prior approval of the Board. 6.3 Budget and Recovery Costs. 6.3.1 Budget. The initial budget shall be approved by the Board. The Board may revise the budget from time to time through an Authority Document as may be reasonably necessary to address contingencies and unexpected expenses. All subsequent budgets of the Authority shall be prepared and approved by the Board in accordance with the Operating Rules and Regulations. 6.3.2 County Funding of Initial Costs. The County of Marin shall fund the Initial Costs of the Authority in implementing the CCA Program in an amount not to exceed $500,000 unless a larger amount of funding is approved by the Board of Supervisors of the County. This funding shall be paid by the County at the times and in the amounts required by the Authority. In the event that the CCA Program becomes operational, these Initial Costs paid by the County of Marin shall be included in the customer charges for electric services as provided by Section 6.3.4 to the extent permitted by law, and the County of Marin shall be reimbursed from the May 23, 2017 Contra Costa County Board of Supervisors 1138 payment of such charges by customers of the Authority. The Authority may establish a reasonable time period over which such costs are recovered. In the event that the CCA Program does not become operational, the County of Marin shall not be entitled to any reimbursement of the Initial Costs it has paid from the Authority or any Party. 6.3.3 CCA Program Costs. The Parties desire that, to the extent reasonably practicable, all costs incurred by the Authority that are directly or indirectly attributable to the provision of electric services under the CCA Program, including the establishment and maintenance of various reserve and performance funds, shall be recovered through charges to CCA customers receiving such electric services. 6.3.4 General Costs. Costs that are not directly or indirectly attributable to the provision of electric services under the CCA Program, as determined by the Board, shall be defined as general costs. General costs shall be shared among the Parties on such basis as the Board shall determine pursuant to an Authority Document. 6.3.5 Other Energy Program Costs. Costs that are directly or indirectly attributable to energy programs approved by the Authority other than the CCA Program shall be shared among the Parties on such basis as the Board shall determine pursuant to an Authority Document. ARTICLE 7 WITHDRAWAL AND TERMINATION 7.1 Withdrawal. 7.1.1 General. 7.1.1.1 Prior to the Authority’s execution of Program Agreement 1, any Party may withdraw its membership in the Authority by giving no less than 30 days advance written notice of its election to do so, which notice shall be given to the Authority and each Party. To permit consideration by the governing body of each Party, the Authority shall provide a copy of the proposed Program Agreement 1 to each Party at least 90 days prior to the consideration of such agreement by the Board. 7.1.1.2 Subsequent to the Authority’s execution of Program Agreement 1, a Party may withdraw its membership in the Authority, effective as of the beginning of the Authority’s fiscal year, by giving no less than 6 May 23, 2017 Contra Costa County Board of Supervisors 1139 months advance written notice of its election to do so, which notice shall be given to the Authority and each Party, and upon such other conditions as may be prescribed in Program Agreement 1. 7.1.2 Amendment. Notwithstanding Section 7.1.1, a Party may withdraw its membership in the Authority following an amendment to this Agreement in the manner provided by Section 8.4. 7.1.3 Continuing Liability; Further Assurances. A Party that withdraws its membership in the Authority may be subject to certain continuing liabilities, as described in Section 7.3. The withdrawing Party and the Authority shall execute and deliver all further instruments and documents, and take any further action that may be reasonably necessary, as determined by the Board, to effectuate the orderly withdrawal of such Party from membership in the Authority. The Operating Rules and Regulations shall prescribe the rights if any of a withdrawn Party to continue to participate in those Board discussions and decisions affecting customers of the CCA Program that reside or do business within the jurisdiction of the Party. 7.2 Involuntary Termination of a Party. This Agreement may be terminated with respect to a Party for material non-compliance with provisions of this Agreement or the Authority Documents upon an affirmative vote of the Board in which the minimum percentage vote and percentage voting shares, as described in Section 4.9.1, shall be no less than 67%, excluding the vote and voting shares of the Party subject to possible termination. Prior to any vote to terminate this Agreement with respect to a Party, written notice of the proposed termination and the reason(s) for such termination shall be delivered to the Party whose termination is proposed at least 30 days prior to the regular Board meeting at which such matter shall first be discussed as an agenda item. The written notice of proposed termination shall specify the particular provisions of this Agreement or the Authority Documents that the Party has allegedly violated. The Party subject to possible termination shall have the opportunity at the next regular Board meeting to respond to any reasons and allegations that may be cited as a basis for termination prior to a vote regarding termination. A Party that has had its membership in the Authority terminated may be subject to certain continuing liabilities, as described in Section 7.3. In the event that the Authority decides to not implement the CCA Program, the minimum percentage vote of 67% shall be conducted in accordance with Section 4.10 rather than Section 4.9.1. 7.3 Continuing Liability; Refund. Upon a withdrawal or involuntary termination of a Party, the Party shall remain responsible for any claims, demands, damages, or liabilities arising from the Party’s membership in the Authority through the date of its withdrawal or involuntary termination, it being agreed that the Party shall not be responsible for any claims, demands, damages, or liabilities arising after the date of the Party’s withdrawal or involuntary termination. In addition, such May 23, 2017 Contra Costa County Board of Supervisors 1140 Party also shall be responsible for any costs or obligations associated with the Party’s participation in any program in accordance with the provisions of any agreements relating to such program provided such costs or obligations were incurred prior to the withdrawal of the Party. The Authority may withhold funds otherwise owing to the Party or may require the Party to deposit sufficient funds with the Authority, as reasonably determined by the Authority, to cover the Party’s liability for the costs described above. Any amount of the Party’s funds held on deposit with the Authority above that which is required to pay any liabilities or obligations shall be returned to the Party. 7.4 Mutual Termination. This Agreement may be terminated by mutual agreement of all the Parties; provided, however, the foregoing shall not be construed as limiting the rights of a Party to withdraw its membership in the Authority, and thus terminate this Agreement with respect to such withdrawing Party, as described in Section 7.1. 7.5 Disposition of Property upon Termination of Authority. Upon termination of this Agreement as to all Parties, any surplus money or assets in possession of the Authority for use under this Agreement, after payment of all liabilities, costs, expenses, and charges incurred under this Agreement and under any program documents, shall be returned to the then-existing Parties in proportion to the contributions made by each. ARTICLE 8 MISCELLANEOUS PROVISIONS 8.1 Dispute Resolution. The Parties and the Authority shall make reasonable efforts to settle all disputes arising out of or in connection with this Agreement. Should such efforts to settle a dispute, after reasonable efforts, fail, the dispute shall be settled by binding arbitration in accordance with policies and procedures established by the Board. 8.2 Liability of Directors, Officers, and Employees. The Directors, officers, and employees of the Authority shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. No current or former Director, officer, or employee will be responsible for any act or omission by another Director, officer, or employee. The Authority shall defend, indemnify and hold harmless the individual current and former Directors, officers, and employees for any acts or omissions in the scope of their employment or duties in the manner provided by Government Code Section 995 et seq. Nothing in this section shall be construed to limit the defenses May 23, 2017 Contra Costa County Board of Supervisors 1141 available under the law, to the Parties, the Authority, or its Directors, officers, or employees. 8.3 Indemnification of Parties. The Authority shall acquire such insurance coverage as is necessary to protect the interests of the Authority, the Parties and the public. The Authority shall defend, indemnify and hold harmless the Parties and each of their respective Board or Council members, officers, agents and employees, from any and all claims, losses, damages, costs, injuries and liabilities of every kind arising directly or indirectly from the conduct, activities, operations, acts, and omissions of the Authority under this Agreement. 8.4 Amendment of this Agreement. This Agreement may be amended by an affirmative vote of the Board in which the minimum percentage vote and percentage voting shares, as described in Section 4.9.1, shall be no less than 67%. The Authority shall provide written notice to all Parties of amendments to this Agreement, including the effective date of such amendments. A Party shall be deemed to have withdrawn its membership in the Authority effective immediately upon the vote of the Board approving an amendment to this Agreement if the Director representing such Party has provided notice to the other Directors immediately preceding the Board’s vote of the Party’s intention to withdraw its membership in the Authority should the amendment be approved by the Board. As described in Section 7.3, a Party that withdraws its membership in the Authority in accordance with the above-described procedure may be subject to continuing liabilities incurred prior to the Party’s withdrawal. In the event that the Authority decides to not implement the CCA Program, the minimum percentage vote of 67% shall be conducted in accordance with Section 4.10 rather than Section 4.9.1. 8.5 Assignment. Except as otherwise expressly provided in this Agreement, the rights and duties of the Parties may not be assigned or delegated without the advance written consent of all of the other Parties, and any attempt to assign or delegate such rights or duties in contravention of this Section 8.5 shall be null and void. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the Parties. This Section 8.5 does not prohibit a Party from entering into an independent agreement with another agency, person, or entity regarding the financing of that Party’s contributions to the Authority, or the disposition of proceeds which that Party receives under this Agreement, so long as such independent agreement does not affect, or purport to affect, the rights and duties of the Authority or the Parties under this Agreement. 8.6 Severability. If one or more clauses, sentences, paragraphs or provisions of this Agreement shall be held to be unlawful, invalid or unenforceable, it is hereby agreed by the Parties, that the remainder of the Agreement shall not be affected thereby. Such clauses, sentences, paragraphs or provision shall be deemed reformed so as to be lawful, valid and enforced to the maximum extent possible. May 23, 2017 Contra Costa County Board of Supervisors 1142 8.7 Further Assurances. Each Party agrees to execute and deliver all further instruments and documents, and take any further action that may be reasonably necessary, to effectuate the purposes and intent of this Agreement. 8.8 Execution by Counterparts. This Agreement may be executed in any number of counterparts, and upon execution by all Parties, each executed counterpart shall have the same force and effect as an original instrument and as if all Parties had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon, and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages. 8.9 Parties to be Served Notice. Any notice authorized or required to be given pursuant to this Agreement shall be validly given if served in writing either personally, by deposit in the United States mail, first class postage prepaid with return receipt requested, or by a recognized courier service. Notices given (a) personally or by courier service shall be conclusively deemed received at the time of delivery and receipt and (b) by mail shall be conclusively deemed given 48 hours after the deposit thereof (excluding Saturdays, Sundays and holidays) if the sender receives the return receipt. All notices shall be addressed to the office of the clerk or secretary of the Authority or Party, as the case may be, or such other person designated in writing by the Authority or Party. Notices given to one Party shall be copied to all other Parties. Notices given to the Authority shall be copied to all Parties. May 23, 2017 Contra Costa County Board of Supervisors 1143 Exhibit A To the Joint Powers Agreement Marin Energy Authority -Definitions- “AB 117” means Assembly Bill 117 (Stat. 2002, ch. 838, codified at Public Utilities Code Section 366.2), which created CCA. “Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.) “Administrative Services Agreement” means an agreement or agreements entered into after the Effective Date by the Authority with an entity that will perform tasks necessary for planning, implementing, operating and administering the CCA Program or any other energy programs adopted by the Authority. “Agreement” means this Joint Powers Agreement. “Annual Energy Use” has the meaning given in Section 4.9.2.2. “Authority” means the Marin Energy Authority. “Authority Document(s)” means document(s) duly adopted by the Board by resolution or motion implementing the powers, functions and activities of the Authority, including but not limited to the Operating Rules and Regulations, the annual budget, and plans and policies. “Board” means the Board of Directors of the Authority. “CCA” or “Community Choice Aggregation” means an electric service option available to cities and counties pursuant to Public Utilities Code Section 366.2. “CCA Program” means the Authority’s program relating to CCA that is principally described in Sections 2.4 and 5.1. “Director” means a member of the Board of Directors representing a Party. “Effective Date” means the date on which this Agreement shall become effective and the Marin Energy Authority shall exist as a separate public agency, as further described in Section 2.1. “Implementation Plan” means the plan generally described in Section 5.1.2 of this Agreement that is required under Public Utilities Code Section 366.2 to be filed with the May 23, 2017 Contra Costa County Board of Supervisors 1144 California Public Utilities Commission for the purpose of describing a proposed CCA Program. “Initial Costs” means all costs incurred by the Authority relating to the establishment and initial operation of the Authority, such as the hiring of an Executive Director and any administrative staff, any required accounting, administrative, technical and legal services in support of the Authority’s initial activities or in support of the negotiation, preparation and approval of one or more Administrative Services Provider Agreements and Program Agreement 1. Administrative and operational costs incurred after the approval of Program Agreement 1 shall not be considered Initial Costs. “Initial Participants” means, for the purpose of this Agreement, the signatories to this JPA as of May 5, 2010 including City of Belvedere, Town of Fairfax, City of Mill Valley, Town of San Anselmo, City of San Rafael, City of Sausalito, Town of Tiburon and County of Marin. “Operating Rules and Regulations” means the rules, regulations, policies, bylaws and procedures governing the operation of the Authority. “Parties” means, collectively, the signatories to this Agreement that have satisfied the conditions in Sections 2.2 or 3.2 such that it is considered a member of the Authority. “Party” means, singularly, a signatory to this Agreement that has satisfied the conditions in Sections 2.2 or 3.2 such that it is considered a member of the Authority. “Program Agreement 1” means the agreement that the Authority will enter into with an energy service provider that will provide the electricity to be distributed to customers participating in the CCA Program. “Total Annual Energy” has the meaning given in Section 4.9.2.2. May 23, 2017 Contra Costa County Board of Supervisors 1145 Exhibit B To the Joint Powers Agreement Marin Energy Authority -List of the Parties- City of American Canyon City of Belvedere City of Benicia City of Calistoga Town of Corte Madera City of El Cerrito Town of Fairfax City of Larkspur City of Lafayette City of Mill Valley City of Napa City of Novato City of Richmond Town of Ross Town of San Anselmo City of San Pablo City of San Rafael City of Sausalito City of St. Helena Town of Tiburon City of Walnut Creek Town of Yountville County of Marin County of Napa May 23, 2017 Contra Costa County Board of Supervisors 1146 Contra Costa Community Inclusion Required Next Steps for Joining MCE After a community’s Board or Council votes to join MCE, prospective new member-communities must complete the following membership application requirements by June 30, 2017: 1. adoption of a resolution requesting MCE membership; 2. adoption of an ordinance required by the Public Utilities Code Section 366.2(c) (10); 3. executed Memorandum of Understanding (MOU) between MCE and the Board or Council; and 4. signed request for electricity load data from PG&E. County assessor data for building stock in the jurisdiction is required for MCE’s Energy Efficiency program implementation, but MCE already has this data from previous enrollments of Contra Costa communities. *Dates are tentative until the June 30, 2017 Inclusion Period deadline has passed and may be subject to change thereafter. Technical Study Following the June 30, 2017 Inclusion Period deadline, MCE will conduct an internal technical study to determine the impacts that the additional, cumulative electricity load will have on MCE’s rates and ability to achieve greenhouse gas reductions. This study will inform MCE’s Board Directors’ vote to include new member-communities. Community Outreach While MCE’s initial community outreach began during the County’s exploration of communit y choice energy, a more focused and intensive community outreach process will ensue with meetings including City/County staff, elected leaders, and/or community-based organizations. MCE will draft a Community Outreach Plan with input from community staff to determine the following: Appropriate demographic-based outreach strategies Popular community events, tabling opportunities, and popular pubic gathering spaces Community-specific advertising campaigns and communication channels Community-based organizations, local businesses, municipal service providers (including school districts), and the most hard-to-reach sectors of the community ACTIVITY PROJECTED TIMELINE* Technical study completion August 2017 MCE Board votes to allow new communities to join September 2017 Board representation for new communities appointed September 2017 Procurement of Power Supply September 2017 – January 2018 Community outreach plans developed with staff September 2017 – January 2018 Public facing community outreach January 2018 – August 2018 Communities begin service May 2018 May 23, 2017 Contra Costa County Board of Supervisors 1147 This process will include generating an outreach timeline and forming a Community Leader Advisory Group (CLAG) in each jurisdiction that requests one. The CLAG will meet several times during the outreach period to provide input and help inform MCE’s outreach activities. MCE staff welcomes ongoing input and feedback from the City or Town Council and/or Board. In order to support local government staff, MCE staff will host "office hours" at Town or City Halls to answer questions from the public. During this time, MCE will offer to train interested public- facing staff on basic Q&A concerning MCE and Community Choice. If a member of the public arrives with a question that staff cannot answer, the staff will have the tools necessary to escalate the concern to MCE's call center. During enrollment, MCE’s call center will be open 24/7 to answer questions or opt customers out or up. The call center has translation services available in over 100 languages. Required Mailings When MCE launches service to new communities it is required by law to send a minimum of four mailed notices informing all electricity account holders of the change in their electricity service. This includes two mailers before the start of service and two mailers after. MCE exceeds the minimum legal requirements by sending a fifth mailed notice. Mailers with specific information will be sent to customers that are enrolled in special programs such as solar net energy metering, Balanced Payment Plan, or discounted rates for energy (i.e., CARE, FERA). Depending on community demographics, mailers may include other languages to maximize community engagement. This will compliment MCE marketing materials, which are often printed in English and Spanish. Cost Comparison MCE and PG&E cost comparisons will be included in the required enrollment notices, similar to the example below. MCE also provides up-to-date cost comparisons and downloadable “cost calculator” on its website so that individual electricity customers can develop an approximate, customized cost comparison based on their own typical energy usage. Launch of Service MCE anticipates beginning its launch of service (i.e., enrollment of electricity accounts) in May 2018. At any time, customers will have the opportunity to opt out of MCE service or opt up to MCE’s 100% renewable energy options. MCE highly encourages customers who know they want to opt out, to do so as soon as they are able. They can opt out as soon as they hear about MCE by calling 1 (888) 632-3674 or visiting mceCleanEnerg.org/opt-out. Customers can opt out within the first 60 days of service without any charges. If customers choose to opt out after the first 60 days of service, there is a one-time $5 fee for residences and a one-time $25 fee for businesses. May 23, 2017 Contra Costa County Board of Supervisors 1148 PG&E’s terms and conditions also require customers to remain with their service for at least a year if they opt out after the first 60 days of MCE service. May 23, 2017 Contra Costa County Board of Supervisors 1149 RECOMMENDATION(S): INTRODUCE Ordinance No. 2017-12, authorizing administrative penalties for barking dogs and noisy animals, WAIVE reading, and FIX June 6, 2017 for adoption. FISCAL IMPACT: The fiscal impact of the proposed ordinance cannot yet be determined. The administrative fines are for the dual purpose of mitigating additional expenses of enforcing the ordinance and deterring new and continuing violations of the ordinance. It is not expected that the administrative fines will be a significant source of revenue to the Animal Services Department. BACKGROUND: On December 6, 2016, the Board of Supervisors referred to the Internal Operations Committee (IOC) development of an ordinance to authorize administrative penalties for barking dogs and other noisy animals, and to limit the number of roosters on private property in the county unincorporated areas. After receiving feedback from Contra Costa County residents, the Animal Services Department (ASD) found that the current Dog Barking Ordinance was insufficient and needed to be strengthened. The ASD also found that the County lacks a Rooster Ordinance governing the number of roosters a resident could own. After researching ordinances around the Bay Area and the State, the Animal Services Director found that Orange and Solano Counties' noise ordinances had the best practices to serve their community needs around noisy animals. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: C. 22 To:Board of Supervisors From:INTERNAL OPERATIONS COMMITTEE Date:May 23, 2017 Contra Costa County Subject:REVISIONS TO ORDINANCE REGARDING ADMINSTRATIVE PENALTIES AND ANIMAL NOISE May 23, 2017 Contra Costa County Board of Supervisors 1150 BACKGROUND: (CONT'D) The IOC reviewed the draft ordinance at its March and April meetings and chose to bifurcate the proposed ASD ordinance and recommend to the Board adoption of only the barking dog portion of the ordinance. The portion of the ordinance pertaining to the harboring of roosters will be addressed separately in the farm animal ordinance, which is still being developed by the Conservation and Development Department. The noisy animal ordinance recommended for introduction today will prohibit the ownership or harboring of, on any premises within the unincorporated county area, a barking dog or other noisy animal, which is defined as an animal that makes noise -- incessantly for more than 30 minutes or intermittently for more than 60 minutes -- to the disturbance of any person, day or night. However, a dog that is being provoked or who is guarding against a trespasser on private property is not deemed noisy under the ordinance. The ordinance, as modified, will provide administrative fines that the ASD can impose and collect to address new and continuing violations of the ordinance. The fine for a new violation will be $100. The fine will escalate to $200 for a second violation of the same section within one year, and to $500 for each additional violation of the same ordinance within one year. The ordinance will also provide an appeal process. The IOC recommends introduction of the ordinance today and adoption on June 6, 2017. ATTACHMENTS Ordinance 2017-12_Animal Noise_Clean Version Ordinance 2017-12_Animal Noise_Track Changes Version May 23, 2017 Contra Costa County Board of Supervisors 1151 May 23, 2017 Contra Costa County Board of Supervisors 1152 May 23, 2017 Contra Costa County Board of Supervisors 1153 May 23, 2017 Contra Costa County Board of Supervisors 1154 May 23, 2017 Contra Costa County Board of Supervisors 1155 May 23, 2017 Contra Costa County Board of Supervisors 1156 May 23, 2017 Contra Costa County Board of Supervisors 1157 May 23, 2017 Contra Costa County Board of Supervisors 1158 May 23, 2017 Contra Costa County Board of Supervisors 1159 May 23, 2017 Contra Costa County Board of Supervisors 1160 May 23, 2017 Contra Costa County Board of Supervisors 1161 May 23, 2017 Contra Costa County Board of Supervisors 1162 May 23, 2017 Contra Costa County Board of Supervisors 1163 May 23, 2017 Contra Costa County Board of Supervisors 1164 RECOMMENDATION(S): ACCEPT the resignation of Randolph Hencken, DECLARE a vacancy in the District 1-A Seat on the Alcohol and Other Drugs Advisory Board, and DIRECT the Clerk of the Board to post the vacancy, as recommended by Supervisor Gioia. FISCAL IMPACT: None. BACKGROUND: The mission of the Contra Costa County Alcohol and Other Drugs Advisory Board is to assess family and community needs regarding treatment and prevention of alcohol and drug abuse problems. They report their findings and recommendations to the Contra Costa Health Services Department, the Board of Supervisors and the communities they serve. Mr. Hencken is resigning his seat due to personal reasons. CONSEQUENCE OF NEGATIVE ACTION: The seat would remain vacant. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: James Lyons, (510) 231-8692 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: Stacey M. Boyd, Deputy cc: C. 36 To:Board of Supervisors From:John Gioia, District I Supervisor Date:May 23, 2017 Contra Costa County Subject:ACCEPT Resignation of Randolph Hencken from the District 1-A Seat on the Alcohol and Other Drugs Advisory Board May 23, 2017 Contra Costa County Board of Supervisors 1165 AGENDA ATTACHMENTS MINUTES ATTACHMENTS Vacancy Notice May 23, 2017 Contra Costa County Board of Supervisors 1166 May 23, 2017 Contra Costa County Board of Supervisors 1167 RECOMMENDATION(S): ACCEPT the resignation of Catherine Engberg, DECLARE a vacancy in Appointee Seat 1 on the Kensington Municipal Advisory Council (KMAC), and DIRECT the Clerk of the Board to post the vacancy. FISCAL IMPACT: None. BACKGROUND: The KMAC shall advise the Board of Supervisors on land-use planning matters affecting the Kensington community, such as land-use designations, master-plan amendments, environmental-impact reports, negative declarations, and zoning-variance applications. The KMAC shall also represent the community before the County Planning Commission, the Zoning Administrator, and the County Board of Supervisors on such land use, planning and zoning matters. It is understood that the Board of Supervisors is the final decision making authority with respect to issues concerning the Kensington community and that the KMAC shall serve solely in an advisory capacity. In addition, the KMAC may: Advise the Board of Supervisors on local government services as requested by the Board: provide input and reports to the Board, County staff or any County hearing body on issues of concern to the community; serve as liaison between the community and the County Supervisor representing Kensington. Catherine Engberg moved to the city of El Cerrito and is no longer eligible to serve on the Kensington Municipal Advisory Council. Ms. Engberg informed Supervisor Gioia of her move, and desire to resign from the KMAC on February 26, 2017. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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 Rauch 510-231-8691 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: Stacey M. Boyd, Deputy cc: C. 29 To:Board of Supervisors From:John Gioia, District I Supervisor Date:May 23, 2017 Contra Costa County Subject:Accept the resignation of Catherine Engberg from Seat 1 of the Kensington Municipal Advisory Council (KMAC) and declare the seat open May 23, 2017 Contra Costa County Board of Supervisors 1168 AGENDA ATTACHMENTS MINUTES ATTACHMENTS Vacancy Notice May 23, 2017 Contra Costa County Board of Supervisors 1169 May 23, 2017 Contra Costa County Board of Supervisors 1170 RECOMMENDATION(S): ACCEPT the resignation of Mr. Douglas Knowles, DECLARE vacant the Advisory Council on Aging, Member At Large Seat #11, and DIRECT the Clerk of the Board to post the vacancy as recommended by the Employment and Human Services Department Director. FISCAL IMPACT: None BACKGROUND: Mr. Knowles resigned February 9, 2017. He was appointed to the Advisory Council on Aging, Member at Large (MAL) Seat #11 on July 12, 2016. The MAL Seat #11 will expire September 30, 2017. 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 will not be able to fill the vacated seat. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 27 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Advisory Council on Aging Resignation May 23, 2017 Contra Costa County Board of Supervisors 1171 AGENDA ATTACHMENTS MINUTES ATTACHMENTS Vacancy Notice May 23, 2017 Contra Costa County Board of Supervisors 1172 May 23, 2017 Contra Costa County Board of Supervisors 1173 RECOMMENDATION(S): APPOINT Courtney Cummings to the District 1-B seat on the Alcohol and Other Drugs Advisory Board to a term ending on 6/30/2020. Courtney Cummings Richmond, CA 94801 FISCAL IMPACT: None. BACKGROUND: The mission of the Contra Costa County Alcohol and Other Drugs Advisory Board is to assess family and community needs regarding treatment and prevention of alcohol and drug abuse problems. We report our findings and recommendations to the Contra Costa Health Services Department, the Board of Supervisors and the communities we serve. The Alcohol and Other Drugs Advisory Board works in collaboration with the Alcohol and Other Drugs Services of Contra Costa Health Services. We provide input and recommendations as they pertain to alcohol and other drugs prevention, intervention, and treatment services. Supervisor Gioia advertises his open advisory body seats in numerous ways including through his website, eblasts, and newsletters, as well as with the traditional media. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: James Lyons, (510) 231-8692 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: Stacey M. Boyd, Deputy cc: C. 24 To:Board of Supervisors From:John Gioia, District I Supervisor Date:May 23, 2017 Contra Costa County Subject:APPOINT Courtney Cummings to the District 1-B seat of the Alcohol and Other Drugs Advisory Board May 23, 2017 Contra Costa County Board of Supervisors 1174 ATTACHMENTS Courtney_Cummings_Application May 23, 2017 Contra Costa County Board of Supervisors 1175 May 23, 2017 Contra Costa County Board of Supervisors 1176 May 23, 2017 Contra Costa County Board of Supervisors 1177 May 23, 2017 Contra Costa County Board of Supervisors 1178 May 23, 2017 Contra Costa County Board of Supervisors 1179 May 23, 2017 Contra Costa County Board of Supervisors 1180 May 23, 2017 Contra Costa County Board of Supervisors 1181 RECOMMENDATION(S): Appoint Jessica Marantz to Alternative Seat 1 on the Kensington Advisory Council (KMAC) to a term contemporaneous with the term of Supervisor John Gioia, ending on December 31, 2018. Jessica Marantz Kensington, CA 94707 FISCAL IMPACT: None. BACKGROUND: Jessica Marantz is eligible and qualified to serve on the Kensington Municipal Advisory Council (KMAC). Supervisor Gioia advertises for candidates for advisory bodies in numerous ways including through the media, and his website, eblasts and newsletter. He interviews all eligible applicants. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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 Rauch, (510) 231-8691 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: Stacey M. Boyd, Deputy cc: C. 30 To:Board of Supervisors From:John Gioia, District I Supervisor Date:May 23, 2017 Contra Costa County Subject:Appoint Jessica Marantz to Alternative Seat 1 of the Kensington Advisory Council (KMAC) May 23, 2017 Contra Costa County Board of Supervisors 1182 ATTACHMENTS Marantz application Marantz resume May 23, 2017 Contra Costa County Board of Supervisors 1183 Submit Date: May 01, 2017 Kensington Municipal Advisory Council: Submitted First Name Middle Initial Last Name Email Address Home Address Suite or Apt City State Postal Code Primary Phone Employer Job Title Occupation Contra Costa County Boards & Commissions Application Form Profile This application is used for all boards and commissions Do you, or a business in which you have a financial interest, have a contract with Contra Costa Co.? Yes No Is a member of your family (or step-family) employed by Contra Costa Co.? Yes No Interests & Experiences Which Boards would you like to apply for? Kensington Municipal Advisory Council Jessica L Marantz jessica.l.marantz@gmail.com Kensington CA 94707 Mobile: (415) 845-6631 Wells Fargo Sr. VP, Strategic Initiatives & Field Effectiveness, Small Business Segment Financial services - strategic planning Jessica L Marantz Page 1 of 7 May 23, 2017 Contra Costa County Board of Supervisors 1184 Upload a Resume If "Other" was Selected Give Highest Grade or Educational Level Achieved Name of College Attended Course of Study / Major Units Completed Please describe your interest in serving as a member of the board(s) you have selected and if applicable which seat you are applying for. The KMAC sounds like a very interesting opportunity to contribute to the community where I've lived for 13+ years. Have you previously served on a government or non-profit board or committee? I currently serve on the board of trustees for the Bay Area Discovery Museum. Please describe how your education, work experience, or other activities have prepared you to serve on the board or commission you have selected. My current job requires me to balance sometimes conflicting stakeholder priorities and move towards resolution based on an objective application of guiding principles... which could help prepare me for KMAC responsibilities: evaluate the alignment of a request with the planning ordinance; listen to competing viewpoints; help constituents move toward a mutually acceptable solution. Education History Select the highest level of education you have received: College/ University A Type of Units Completed marantz_res_0417.doc Other MBA Yale University Economics & International Studies Jessica L Marantz Page 2 of 7 May 23, 2017 Contra Costa County Board of Supervisors 1185 Degree Type Date Degree Awarded Name of College Attended Course of Study / Major Units Completed Degree Type Date Degree Awarded Name of College Attended Course of Study / Major Degree Awarded? Yes No College/ University B Type of Units Completed Degree Awarded? Yes No College/ University C B.A. May 1996 Johns Hopkins University MBA MBA May 2002 Jessica L Marantz Page 3 of 7 May 23, 2017 Contra Costa County Board of Supervisors 1186 Units Completed Degree Type Date Degree Awarded Course Studied Hours Completed Dates (Month, Day, Year) From - To Hours per Week Worked? Type of Units Completed Degree Awarded? Yes No Other schools / training completed: Certificate Awarded? Yes No Work History Please provide information on your last three positions, including your current one if you are working. 1st (Most Recent) see attached resume Jessica L Marantz Page 4 of 7 May 23, 2017 Contra Costa County Board of Supervisors 1187 Position Title Dates (Month, Day, Year) From - To Hours per Week Worked? Position Title Dates (Month, Day, Year) From - To Volunteer Work? Yes No Employer's Name and Address see attached resume Duties Performed see attached resume 2nd Volunteer Work? Yes No Employer's Name and Address see attached resume Duties Performed see attached resume 3rd see attached resume see attached resume Jessica L Marantz Page 5 of 7 May 23, 2017 Contra Costa County Board of Supervisors 1188 Hours per Week Worked? Position Title If "Other" was selected please explain Volunteer Work? Yes No Employer's Name and Address see attached resume Duties Performed see attached resume Final Questions How did you learn about this vacancy? . Do you have a Familial or Financial Relationship with a member of the Board of Supervisors? Yes No If Yes, please identify the nature of the relationship: Do you have any financial relationships with the County such as grants, contracts, or other economic relations? Yes No If Yes, please identify the nature of the relationship: Newspaper Advertisement Jessica L Marantz Page 6 of 7 May 23, 2017 Contra Costa County Board of Supervisors 1189 Jessica L Marantz Page 7 of 7 May 23, 2017 Contra Costa County Board of Supervisors 1190 Jessica Marantz • Kensington, CA 94707 • (415) 845-6631 • jmarantz@aya.yale.edu CAPABILITY SUMMARY Senior business manager. Twenty years of experience in creating and implementing business strategies driven by a needs-based approach combined with analytical rigor. Skilled in strategy development, complex business problem-solving, and cross-functional project execution. PROFESSIONAL EXPERIENCE Sr. VP, Strategic Initiatives & Field Effectiveness, Small Business Segment, Wells Fargo 2017 - present Sr. VP, Regional Initiatives & Community Strategies, Small Business Segment, Wells Fargo 2015 - 2017 • Lead team of program managers and internal strategy consultants to develop and deliver Wells Fargo’s national approach to serving small business customers through >6,000 branches. - Create and execute footprint-wide sales effectiveness programs, including field recognition. - Build banker and leader capabilities through resource and training innovation. Piloted and implemented a pioneering approach to assessing business customer cash flow needs. Catalyzed the overhaul of small business training curriculum for the first time in nearly ten years. • Spearhead strategic initiatives for the line of business, including the 2015 industry-leading small business diverse lending study analysis, action plan, and communications approach. - Personally briefed the U.S. Small Business Administration, the National Association of Government Guaranteed Lenders, and staff of congressional offices and the Senate Small Business committee. - Drove initiative to assess the small business millennial opportunity and developed future strategic roadmap to address segment needs. VP & Mgr, Regional Performance & Partnering, Small Business Segment, Wells Fargo 2009 - 2015 • Built and managed team of program managers to drive field engagement, activities, & results for branch- based sales to small business customers across the coast-to-coast Wells Fargo footprint. - Managed annual, multi-faceted Small Business Appreciation Campaign across 40+ regions nationwide, including recognition, collateral, sales tools, reporting, communications, and advertising/merchandising. - Identified regional sales performance opportunities and developed targeted programs/pilots. • Managed the integration of initiatives across product groups, including the relaunch of the small business homepage on wellsfargo.com. Developed regional outreach plans in collaboration with product partners. • Recipient of two promotions and two off-cycle merit increases within two years (and four promotions in five years). Winner of quarterly Service Excellence award for outstanding service to internal partners. VP & Manager, Market Strategy, Small Business Segment, Wells Fargo 2008 - 2009 AVP & Manager, Market Strategy, Small Business Segment, Wells Fargo 2006 - 2008 Senior Market Strategy Consultant, Small Business Segment, Wells Fargo 2005 - 2006 • Managed team of internal strategy consultants and led strategic initiatives for product and marketing groups in the $2 B Small Business Segment. - Developed strategic plan for industry-leading line of credit product with a goal of reaching $800 MM in annual revenue within five years. Spearheaded customer, banker, and prospect research efforts. - Conceptualized and executed a regional program that resulted in a doubling of pilot region’s cross- sell to new customers in a nine-month period; pilot was rolled out to more than 13 regions. - Led the implementation of an automated teller-to-banker referral project with a $5.5 MM NPV. Created business requirements, developed business case, and secured more than $500K in funding. • Led key information and data analysis projects, including earnings submissions to investor relations and the annual review of Wells Fargo’s position as the top U.S. small business lender. • Recipient of two promotions and two off-cycle merit increases within two years. 2008 winner of annual Sales and Service Conference award for top 2% of regional banking team members. May 23, 2017 Contra Costa County Board of Supervisors 1191 Jessica Marantz resume (page 2 of 2) PROFESSIONAL EXPERIENCE (CONT.) Senior Marketing Consultant, Wholesale Internet & Treasury Solutions, Wells Fargo 2004 - 2005 • Created and implemented end-to-end strategies for Treasury Management Disbursements products with over $110 M in annual revenue. Developed and executed “re-launch” of core checking products; designed expansion of credit card product into new customer segments. Director of Strategic Services, WetFeet.com, Inc. 2002 - 2003 • Led the development, marketing, and sales of syndicated publications and custom consulting projects. - Managed all elements of syndicated publication production, including qualitative and quantitative research design, analysis and interpretation of findings, and report writing. - Delivered custom consulting projects covering various aspects of recruiting strategy. - Created marketing plan and sales strategy for subscription and unit publication sales. First published study was the company’s fastest-selling publication ever. Director of Marketing & Business Development, TeleGeography, Inc. 1999 - 2002 • Strategized and executed all revenue-generating activities at a leading telecom research & consulting firm. - Increased company revenues by over 65% from 1999 to 2001. - Developed and managed direct mail and e-mail marketing campaigns. - Supervised outgoing/incoming sales, fulfillment, and customer service operations. Oversaw website content and e-commerce capabilities. • Led Business Development efforts: sponsorships, strategic alliances, and product development. • Oversaw company’s recruiting efforts during period of nearly 100% employee growth. • Managed corporate communications, including press releases, outreach, and content licensing. - Achieved exposure in publications such as the New York Times, Economist, and Financial Times. Obtained over 60 references in business newspapers and magazines in November 2001 alone. Senior Analyst, Dean & Company Strategy Consultants 1997 - 1999 • Developed and implemented the business strategy for a $3 B start-up telecommunications client. - Supported $125 M IPO and client growth from less than 50 to more than 1,800 employees. - Conducted analyses for client marketing group: forecasted revenue targets, analyzed customer acquisition costs by channel, and calculated impact of pricing changes. • Managed on-campus recruiting effort at Yale and doubled the number of offers made from the previous year. EDUCATION Master of Business Administration (M.B.A.) May 2002 Johns Hopkins University, Baltimore, MD - Edward J. Stegman CPA Memorial Award: for Academic Excellence Bachelor of Arts, Economics and International Studies with Distinction in both Majors May 1996 Yale University, New Haven, CT Summa cum laude, Phi Beta Kappa - Meltzer/Awdziewicz Prize: for an Outstanding Senior Essay in Economics - Bildner Prize: for an Outstanding Essay in Portuguese on Brazilian Literature - Mead Cup: to the Senior who Contributed Most in Leadership and Service to Berkeley College (Yale) AFFILIATIONS Trustee, Bay Area Discovery Museum Board May 23, 2017 Contra Costa County Board of Supervisors 1192 RECOMMENDATION(S): APPOINT the following individual to the District IV Seat on the In Home Supportive Services (IHSS) Public Authority Advisory Committee, for a four year term which expires on March 6, 2020: Wendell Snyder Martinez, CA 94553 FISCAL IMPACT: None. BACKGROUND: The Contra Costa County In-Home Supportive Services Public Authority is a public agency whose general purpose is to improve the IHSS program for IHSS consumers and workers. Public Authority services include: Recruiting and screening independent providers Maintaining a registry of providers Referring providers to IHSS consumers Training and educational opportunities for IHSS consumers and providers Support services for consumers and providers The Board of Supervisors created the IHSS Public Authority Registry to assist IHSS consumers with finding home care providers and also assist home care providers to find work. The Registry recruits, interviews, screens, and keeps APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Lia Bristol, (925) 521-7100 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: Stacey M. Boyd, Deputy cc: C. 26 To:Board of Supervisors From:Karen Mitchoff, District IV Supervisor Date:May 23, 2017 Contra Costa County Subject:APPOINT Wendell Snyder to the District IV Seat on the IHSS Public Authority Advisory Committee May 23, 2017 Contra Costa County Board of Supervisors 1193 care providers and also assist home care providers to find work. The Registry recruits, interviews, screens, and keeps a listing of home care providers in a database. When an IHSS consumer requests help, the Registry searches the database to produce a list of home care providers who match the service needs and preferences of the caller. The lists are sent to consumers who interview and hire the providers. In addition, the Registry provides information and assistance to consumers and providers on the IHSS program. IHSS Public Authority Advisory Committee The IHSS Public Authority has an Advisory Committee whose membership is composed of individuals who are current or past users of personal assistance services paid for through public or private funds and professional representatives from the Community. CONSEQUENCE OF NEGATIVE ACTION: The Seat will remain vacant. May 23, 2017 Contra Costa County Board of Supervisors 1194 RECOMMENDATION(S): APPOINT Keegan Duncan to the Consumer of Any Age - Seat 4 on the In-Home Supportive Services Public Authority Advisory Committee for a term expiring March 6, 2018, as recommended by the Family and Human Services Committee. FISCAL IMPACT: None. BACKGROUND: The Board established the In-Home Supportive Services (IHSS) Public Authority Advisory Committee in March 1998. In April 1999, the Board of Supervisors accepted and approved the IHSS Public Authority Implementation Team Findings and Recommendations, including recommendations regarding Advisory Committee membership criteria. In March 2001, the Board approved amendments to the membership criteria. As amended, the Advisory Committee consists of 11 members: 4 Consumers aged 60 or older, 2 Consumers aged under 60, and one member from each Supervisorial District. Under Board policy, the FHS would typically review only general membership or “At-Large” seats, and would not review appointments to supervisorial district seats. However, when the Advisory Committee was originally established, APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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) 355-1039 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 34 To:Board of Supervisors From:FAMILY & HUMAN SERVICES COMMITTEE Date:May 23, 2017 Contra Costa County Subject:Appointments to In-Home Supportive Services Public Authority (IHSS) Advisory Committee May 23, 2017 Contra Costa County Board of Supervisors 1195 BACKGROUND: (CONT'D) the Board of Supervisors directed that the FHS review and coordinate supervisorial district appointments to ensure that none of the following categories has more than one representative: senior advocate, advocate for younger disabled, representative from the developmental disability community, IHSS individual provider, IHSS family provider, social worker, nurse, community-based organization, home health agency. Terms of appointment are four years. On April 24, 2017 the Family and Human Services Committee reviewed the applications and recommends Keegan Duncan's appointment to the Board of Supervisors. CONSEQUENCE OF NEGATIVE ACTION: Members will be unable to continue to serve. CHILDREN'S IMPACT STATEMENT: None. May 23, 2017 Contra Costa County Board of Supervisors 1196 RECOMMENDATION(S): APPOINT Ms. Anna Fehrenbach as the San Ramon Local Committee representative to the Advisory Council on Aging for a term ending September 30, 2018 and APPOINT Ms. Ruth McCahan as the Lafayette Local Committee representative to the Advisory Council on Aging for a term ending September 30, 2017 as recommended by the Employment and Human Services Director. FISCAL IMPACT: None BACKGROUND: Ms. Fehrenbach resides in San Ramon and was recommended for appointment by the San Ramon City Council for the term ending September 30, 2018. The seat is currently vacant. Ms. McCahan resides in Lafayette and was recommended for appointment by the Lafayette City Council for a term ending September 30, 2017. The seat is currently vacant. The Advisory Council on Aging (ACOA) provides a means for county-wide planning, cooperation, and coordination of individuals and groups interested in improving and developing services and opportunities APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 28 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Appointments to the Advisory Council on Aging May 23, 2017 Contra Costa County Board of Supervisors 1197 BACKGROUND: (CONT'D) for the older residents of the County.The ACOA provides leadership and advocacy on behalf of older persons and serves as a channel for communication and information on aging. CONSEQUENCE OF NEGATIVE ACTION: The Advisory Council on Aging may not be able to conduct routine business. CHILDREN'S IMPACT STATEMENT: Not applicable. May 23, 2017 Contra Costa County Board of Supervisors 1198 RECOMMENDATION(S): APPOINT Amo Virk to the vacant Business seat, which expires on November 30, 2018; Victoria Mejia to the vacant Management Seat #2, which expires on November 30, 2018; and Ayesha Cope to the vacant Community Seat #2, which expires on November 30, 2017; and ACCEPT the resignation of Paula Lochin, who served in Union Seat #1 as recommended by the Advisory Council on EEO. FISCAL IMPACT: None BACKGROUND: The Advisory Council on Equal Employment Opportunity (ACEEO) was established in July 1991 to serve as an advisory committee to the Board of Supervisors regarding the implementation of the County's Affirmative Action Plan, to review the Affirmative Action Program and to recommend actions to facilitate attainment of the County's goal for affirmative action. The Council is composed of 13 members and a Board committee reviews nominations to all seats except those designated for County managers and labor unions. Terms of office for seats reviewed by Board Committee are three years. In 2013, Internal APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Antoine Wilson 925-335-1455 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: Stacey M. Boyd, Deputy cc: C. 31 To:Board of Supervisors From:HIRING OUTREACH OVERSIGHT COMMITTEE Date:May 23, 2017 Contra Costa County Subject:Appointments to the Advisory Council on Equal Employment Opportunity May 23, 2017 Contra Costa County Board of Supervisors 1199 BACKGROUND: (CONT'D) Operations Committee (IOC) reviewed Board Resolution Nos. 2011/497 and 2011/498, which stipulate that applicants for At Large/Non Agency-Specific seats on specified bodies are to be interviewed by a Board subcommittee. The Resolutions further permit a Board Committee to select a screening committee to assist in interviewing applicants for appointment for certain bodies, including the ACEEO. For many years, the IOC served as the reviewing committee for ACEEO nominations; however, the mission of the ACEEO is more consistent with the Board's Hiring Outreach and Oversight Committee, which is now designated as the reviewing committee for ACEEO nominations to the following seats: Community 1, 2, 3, & 4 Education (vacant) Business Labor Involved in Training Veterans Disabled Union Seats 1 &2 Management Seats 1 & 2 (vacant) The regular process for the above seats is that the Affirmative Action Officer would recruit for membership, the ACEEO or a subcommittee thereof would screen/interview applications or candidates, and then forward its nominations to the Hiring Outreach and Oversight Committee (formerly IOC) for consideration and possible recommendation to the BOS. CONSEQUENCE OF NEGATIVE ACTION: Reduced participation from members that help the ACEEO remain diverse. ATTACHMENTS Amo Virk Application Victoria Mejia Application Ayesha Cope Application May 23, 2017 Contra Costa County Board of Supervisors 1200 May 23, 2017 Contra Costa County Board of Supervisors 1201 May 23, 2017 Contra Costa County Board of Supervisors 1202 May 23, 2017 Contra Costa County Board of Supervisors 1203 May 23, 2017 Contra Costa County Board of Supervisors 1204 May 23, 2017 Contra Costa County Board of Supervisors 1205 May 23, 2017 Contra Costa County Board of Supervisors 1206 May 23, 2017 Contra Costa County Board of Supervisors 1207 May 23, 2017 Contra Costa County Board of Supervisors 1208 May 23, 2017 Contra Costa County Board of Supervisors 1209 May 23, 2017 Contra Costa County Board of Supervisors 1210 May 23, 2017 Contra Costa County Board of Supervisors 1211 RECOMMENDATION(S): APPOINT the following candidates to the Managed Care Commission as recommended by the Family and Human Services Committee: Ella Jones to the Medicare Subscriber Seat, with a term expiring August 31, 2018 Tamara Mello to the Medi-Cal Subscriber Seat, with a term expiring August 31, 2018 Debra Shorter-Jones to the Member At Large Seat #7, with a term expiring August 31, 2018 FISCAL IMPACT: None. BACKGROUND: The Managed Care Commission was established in May 1995 and replaced the Contra Costa Health Plan Advisory Board and the Medi-Cal Advisory Planning Commission. The purpose of the Commission is to: • Study health care concerns for the Medi-Cal, Medicare, Commercial, and Medically Indigent persons served APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 33 To:Board of Supervisors From:FAMILY & HUMAN SERVICES COMMITTEE Date:May 23, 2017 Contra Costa County Subject:Appointments to the Managed Care Commission May 23, 2017 Contra Costa County Board of Supervisors 1212 BACKGROUND: (CONT'D) by the County. • Assure provider, consumer, and community, as well as gender, ethnic, cultural, and geographically diverse population input to deliberations and decision making. • Do long-range planning and policy formulation and make recommendations to the Board of Supervisors, County Health Services Director and Chief Executive Officer of CCHP/Local Initiative. • Study and make recommendations to the Chief Executive Officer of CCHP on operational objectives, policies and procedures and recommend changes as well as revised service, product development, marketing, and data-gathering priorities. • Assure effectiveness, quality (including good outcomes), efficiency, access, acceptability of CCHP services by ongoing as well as periodic formal reviews of information produced by an up-to-date Management Information System and other sources. • Regularly review the CCHP operational budget and amendments thereto. • Review, analyze, and advise the Board of Supervisors, Health Services Director, and Chief Executive Officer of CCHP of the overall progress, constraining, or threatening needs and special problems of CCHP. • Encourage public understanding of CCHP and provide support throughout the County for its development. Prioritize and assign to appropriate committees. On April 24, 2017 the Family and Human Services Committee approved the recommendations to appoint Ella Jones, Tamara Mello, and Debra Shorter-Jones to the Managed Care Commission and is therefore forwarding the recommendation to the full Board for approval. CONSEQUENCE OF NEGATIVE ACTION: Three seats will remain vacant on the Managed Care Commission. May 23, 2017 Contra Costa County Board of Supervisors 1213 RECOMMENDATION(S): APPOINT Neil Tsutsui as the Board of Supervisors representative (Appointee 1 seat) on the East Bay Regional Parks District Park Advisory Committee to complete the unexpired term ending on December 31, 2018. FISCAL IMPACT: None. BACKGROUND: The East Bay Regional Park District (EBRPD) Park Advisory Committee (PAC) was established in July 1974 to assist in the development of the District’s master plan. The Park Advisory Committee (PAC) is a 21-member citizens' advisory group appointed by the East Bay Regional Park District Board of Directors. Candidates are nominated by individual Park District Board members and a variety of other public entities, such as the Mayors' Conference, Board of Supervisors, and Special District Chapters of Alameda and Contra Costa Counties. The PAC studies issues and makes recommendations and comments on a spectrum of policy issues, such as grazing, dogs, horses and bikes in parks, the Park District budget, naming park facilities, park land use plans, new concessions, and more. Members are appointed for two-year terms and may serve a total of four consecutive terms, or eight years. Meetings are held monthly in Oakland. The Board of Supervisors Appointee seat was recently vacated when incumbent Colin Coffey, who had served since 2011, was appointed to the EBRPD Board of Directors. The current term of office will expire on December 31, 2018. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 35 To:Board of Supervisors From:INTERNAL OPERATIONS COMMITTEE Date:May 23, 2017 Contra Costa County Subject:Recommendation for Appointment to the East Bay Regional Parks District Park Advisory Committee May 23, 2017 Contra Costa County Board of Supervisors 1214 BACKGROUND: (CONT'D) The Internal Operations Committee initiated recruitment with the attached press release, issued on March 10th with an application deadline of April 7th. The Internal Operations Committee interviewed candidates Bruce Brubaker and Neil Tsutsui at its May 8 meeting and recommends Neil Tsutsui for appointment. The applications of both candidates are attached hereto for reference. ATTACHMENTS Press Publication_EBRPD PAC Candidate Application_Bruce Brubaker_EBRPDPAC Resume_Bruce Brubaker_EBRPDPAC Candidate Application_Neil Tsutsui_EBRPDPAC Resume_Neil Tsutsui_EPRPDPAC May 23, 2017 Contra Costa County Board of Supervisors 1215 Contra Costa County County Administrator’s Office • 651 Pine Street • Martinez, CA 94553 • www.co.contra-costa.ca.us Media Release FOR IMMEDIATE RELEASE Contact: Julie DiMaggio Enea Friday, March 10, 2017 Phone: (925) 335-1077 Email: julie.enea@cao.cccounty.us WOULD YOU LIKE TO SERVE ON THE EAST BAY REGIONAL PARKS DISTRICT PARK ADVISORY COMMITTEE? The Contra Costa County Board of Supervisors is seeking an individual who is interested in park land use represent the County on the East Bay Regional Parks District Park Advisory Committee (PAC). The PAC is a 21-member citizens' advisory group that studies issues and makes recommendations and comments on a spectrum of policy issues, such as grazing, dogs, horses and bikes in parks, the Park District budget, naming park facilities, park land use plans, new concessions, and more. Members are appointed for two-year terms and may serve a total of four consecutive terms, or eight years. Service is voluntary and members receive no compensation. Meetings are held in the evenings on the fourth Monday of each month at the Park District Headquarters in Oakland. Application forms for the Contra Costa County seat can be obtained from the Clerk of the Board of Supervisors by calling (925) 335-1900, or the application can be completed on line by visiting the County website at www.co.contra-costa.ca.us. Applications should be submitted to the Clerk of the Board of Supervisors, Room 106, County Administration Building, 651 Pine Street, Martinez, CA 94553, no later than 5:00 p.m. on Friday, April 7, 2017. Applicants should plan to be available for public interviews on Monday, May 8, 2017. Further information about the Park Advisory Committee can be obtained by calling Erich Pfuehler at the East Bay Regional Parks District at (510) 544- 2006. # # # # May 23, 2017 Contra Costa County Board of Supervisors 1216 Submit Date: Mar 21, 2017 Status: submitted First Name Middle Initial Last Name Email Address Home Address Suite or Apt City State Postal Code Primary Phone Employer Job Title Occupation Contra Costa County Boards & Commissions Application Form Profile This application is used for all boards and commissions Do you, or a business in which you have a financial interest, have a contract with Contra Costa Co.? Yes No Is a member of your family (or step-family) employed by Contra Costa Co.? Yes No Interests & Experiences Which Boards would you like to apply for? East Bay Regional Park District's Park Advisory Committee - BOS Appointee Bruce R Brubaker Richmond CA 94801 Mobile: PlaceWorks Associate Principal Architect and Urban Designer Bruce R Brubaker Page 1 of 4 May 23, 2017 Contra Costa County Board of Supervisors 1217 Upload a Resume Dates (Month, Day, Year) From - To Hours per Week Worked? Position Title Please describe your interest in serving as a member of the board(s) you have selected. I have a long standing interest in serving to make Contra Costa's parks and open spaces more accessible to all community members. I am a frequent user of EBRPD regional parks in CC County, including Wildcat Canyon, Point Pinole, Carquinez Regional Shoreline, and Black Diamond Mines Regional Reserve as well as other parks in the system. I have a particular interest in Shoreline parks throughout the County. Have you previously served on a government or non-profit board or committee? I am the Vice-chair of TRAC, the Trails for Richmond Action Committee. In the 12 years of serving on this committee I have helped Richmond further it's vision of completing the Bay Trail on the shoreline of the City. Please describe how your education, work experience, or other activities have prepared you to serve on the board or commission you have selected. I am trained as an Architect and Urban Designer. In my professional career i have focused on larger scale community improvements such as neighborhood plans and specific plans. Most of my planning efforts involve working with community members on behalf of municipalities or agencies. I have a good understanding of land use, CEQA, and community facilitation. Work History Please provide information on your last three positions, including your current one if you are working. 1st (Most Recent) Volunteer Work? Yes No Brubaker_Resume_2016.doc 1/9/2006 - present 40 Associate Principal Bruce R Brubaker Page 2 of 4 May 23, 2017 Contra Costa County Board of Supervisors 1218 Dates (Month, Day, Year) From - To Hours per Week Worked? Position Title Dates (Month, Day, Year) From - To Hours per Week Worked? Employer's Name and Address 1625 Shattuck Ave, Suite 300 Duties Performed Manage urban design practice in northern california office of PlaceWorks. Includes managing staff and directing projects. 2nd Volunteer Work? Yes No Employer's Name and Address Yellow Studio Sustainable Design 311 East Richmond Avenue Richmond CA 94801 Duties Performed Manage office, practice architecture. 3rd 1/1/1998 - 1/8/2006 40 Sole Proprietor 1/1/1993 - 12/31/1998 40 Bruce R Brubaker Page 3 of 4 May 23, 2017 Contra Costa County Board of Supervisors 1219 Position Title Volunteer Work? Yes No Employer's Name and Address Lyndon/Buchanan Associates Ninth Street, Berkeley, CA 94710 Duties Performed Manage architectural projects from design to construction. Associate Bruce R Brubaker Page 4 of 4 May 23, 2017 Contra Costa County Board of Supervisors 1220 Professional Experience PlaceWorks, Berkeley, California. Associate Principal. 2005 through present. Head of Urban Design Studio. Principal in charge of a diverse range of urban design projects. Areas of expertise include architecture, site planning, design standards and guidelines, streetscape design, pub- lic participation including management of multiday charrettes, and crea- tion of Transit-oriented Development plans, downtown plans, specific plans and neighborhood plans. Notable projects developed under his direction include the Millbrae Station Area Specific Plan, the Gilroy High Speed Rail Station Area Vision Plan, the San Antonio Precise Plan for the City of Mountain View, the Bergamot Area Plan for the City of Santa Monica, the Point Arena Improvement Plan and the Downtown Santa Rosa Station Area Specific Plan for the City of Santa Rosa, among many others. Yellow Studio Sustainable Design, Point Richmond, California. Founding Principal. 2001 through 2005. Responsible for all aspects of management of an award-winning architecture practice, including con- ceptual and schematic design, document production, permitting and con- struction coordination. Projects included residential and light commercial architectural projects. Promoted sustainable design strategies, including energy efficiency, resource conservation and use of healthy building ma- terials. Lyndon/Buchanan Associates, Berkeley, California. Associate. 1990 through 1998. Project Architect and Project Manager for all phases of architectural and urban design projects, including the Menlo Park Downtown Urban Design Plan, master plan, streetscape and building projects for the Bayer Biotechnology Campus in Berkeley, the Nolo Press Building in Berkeley and the Sea Ranch Village near Gualala CA (with Charles Moore and Lawrence Halprin). Responsibilities included production of concept proposals, client presentations, public workshops, schematic design, design development, construction documents and construction coordination. East Bay Habitat for Humanity, Oakland, California. Project Archi- tect. 1991 through 1995. Responsible for design, construction docu- ments, client coordination, permitting and construction services for Spencer Court, an eight-home volunteer built affordable housing devel- opment in Richmond, California. May 23, 2017 Contra Costa County Board of Supervisors 1221 Education Master of Architecture, University of California, Berkeley. Residential Course, International Laboratory for Architecture and Urban Design, Siena, Italy. Bachelor of Science, Architecture, California Polytechnic State Uni- versity, San Luis Obispo. Highlights of Experience Urban Design - TOD Plans »» Millbrae Station Area Specific Plan, Millbrae CA »» Gilroy High Speed Train Vision Plan, Gilroy CA »» Bergamot Area Plan, Santa Monica CA »» West Downtown Walnut Creek Specific Plan and EIR, Walnut Creek CA »» Ravenswood/Four Corners Specific Plan and EIR, East Palo Alto CA »» Hillsdale Station Area Plan, San Mateo CA »» Upland Downtown Specific Plan, Upland CA »» Bay Fair BART Station Area Improvement Plan, San Leandro CA »» Area Two Concept Plan, Newark CA »» Santa Rosa Downtown Station Area Specific Plan, Santa Rosa CA Urban Design - Downtown Plans »» Ceres Downtown Specific Plan and EIR, Ceres CA »» West Broadway Urban Village Specific Plan, Seaside CA Urban Design - Neighborhood / Area Plans »» Suisun City Development Feasibility Analysis, Suisun City CA »» Kentfield College Avenue Vision Plan, Kentfield CA »» Point Arena Action Plan, Mendocino County CA »» Southwest Chico Neighborhood Plan, Chico CA »» California Avenue Master Plan, Fresno CA »» Laytonville Traffic Calming and Downtown Revitalization, Mendocino County CA Urban Design - Site Planning / Streetscape / Architecture »» Antelope Crossing Transformation Project, Citrus Heights CA »» Calpella Community Design Project, Mendocino County CA »» Waterman Gardens Master Planning, San Bernardino CA »» Santa Rosa Avenue Corridor Plan, Santa Rosa CA »» Onizuka AFS Redevelopment Plan, Sunnyvale CA »» Davis Tools of Engagement/Concept Plans, Davis CA »» Miraflores Housing Development Site Plan and EIR, Richmond CA »» Integrated Site Development Plan, Petaluma CA May 23, 2017 Contra Costa County Board of Supervisors 1222 »» Downtown Infill Conceptual Building Designs, Lafayette CA »» Marinwood Village Master Plan, San Rafael CA »» Urban Farm Design Service, Treasure Island, San Francisco CA Urban Design - Transportation / Bicycle Planning »» Ventura/Kings Canyon Corridor Revitalization Project, Fresno County CA »» Harrison Street Corridor Plan, Oakland CA »» City of Alameda Community-Based Transportation Plan, Alameda CA »» Regional Blueprint Planning Public Involvement and Outreach, Men- docino CA »» Palm Springs Airport Shuttle Demonstration Project, Palm Springs CA Selected Honors and Awards Bay Fair BART Station Area Improvement Plan for BART, Alameda County and the City of San Leandro. Northern California Section APA Focused Issue Planning Award of Merit, 2010 Sacramento Railyards Specific Plan and Design Guidelines for Thomas Enterprises. Sacramento Valley Section APA Award for Com- prehensive Planning by a Large Jurisdiction, 2008. Southwest Chico Neighborhood Plan for the City of Chico. Sacramen- to Valley Section APA Award for Outstanding Neighborhood Planning, 2009. Downtown Santa Rosa Station Area Specific Plan for the City of San- ta Rosa. Northern California Section APA Merit Award for Focused Is- sue Planning, 2008. California Avenue Master Plan for the Fresno Housing Authority. Cali- fornia Statewide APA Award for Outstanding Neighborhood Planning, 2008. Speaking Engagements “Taking it to the Streets: When Communities Take Immediate Action to Improve Their Own Neighborhoods,” 2015 APACA State Conference, Oakland CA “Current Planning Issues in California High Speed Rail,” 2015 APACA State Conference, Oakland CA “Mixed Feelings on Mixed-Use: Revitalizing the Underutilized,” 2014 APACA State Conference, Anaheim CA May 23, 2017 Contra Costa County Board of Supervisors 1223 “Tribal Gaming and the Fabric of Your Community: Emerging Prospects for Communities with Casinos,” 2014 APACA State Conference, Anaheim CA “Not All TODs Are Alike,” 2010 APACA State Conference, Carlsbad CA Teaching Engagements International Laboratory of Architecture and Urban Design, Course for International University Students, Urbino, Italy. Competitions Station Plan for the North Santa Rosa SMART Station, Santa Rosa, California. Award of Merit. St. Vincent's/Silviera Design Competition, San Rafael, California. Second Place. Vietnam Women's Memorial Competition, Washington, D.C. Honora- ble Mention Thomas Church Award, University of California, Berkeley. First Place. Registrations and Certifications California Registered Architect, #C22756 Leadership in Energy and Environmental Design Accredited Profes- sional Affiliations U.S. Green Building Council Urban Land Institute Congress for the New Urbanism Leadership and Community Trails for Richmond Action Committee (TRAC), Vice Chairman Point Molate Community Advisory Committee, Member May 23, 2017 Contra Costa County Board of Supervisors 1224 Submit Date: Mar 28, 2017 Status: submitted First Name Middle Initial Last Name Email Address Home Address Suite or Apt City State Postal Code Primary Phone Employer Job Title Occupation Contra Costa County Boards & Commissions Application Form Profile This application is used for all boards and commissions Do you, or a business in which you have a financial interest, have a contract with Contra Costa Co.? Yes No Is a member of your family (or step-family) employed by Contra Costa Co.? Yes No Interests & Experiences Which Boards would you like to apply for? East Bay Regional Park District's Park Advisory Committee - BOS Appointee Neil D Tsutsui El Cerrito CA 94530 Mobile: UC Berkeley Professor: Environmental Science, Policy & Management Professor Neil D Tsutsui Page 1 of 4 May 23, 2017 Contra Costa County Board of Supervisors 1225 Upload a Resume Dates (Month, Day, Year) From - To Hours per Week Worked? Please describe your interest in serving as a member of the board(s) you have selected and if applicable which seat you are applying for. I am interested in serving on the East Bay Regional Park District's Park Advisory Committee. Have you previously served on a government or non-profit board or committee? I have served on many committees within the University of California system including the: Committee on Ecological Preserve and Open Space committee (UC Irvine), campus-wide Committee on Course of Instruction (UC Berkeley; currently), College of Natural Resources Curriculum committee (UCB; currently), and many others. I have also served on several Research Grant Proposal review committees for the National Science Foundation and the US Dept of Agriculture. I am currently on the editorial board for the scientific journals, Biological Invasions and BMC Ecology. Please describe how your education, work experience, or other activities have prepared you to serve on the board or commission you have selected. I am currently a Full Professor in the Department of Environmental Science, Policy and Management, in the College of Natural Resources at UC Berkeley (since 2007). I have a PhD in Ecology, Behavior, and Evolution from UC San Diego, post-doctoral research experience at UC Davis, was previously a Professor of Ecology and Evolution at UC Irvine. I have published 57 peer reviewed research papers, many in the most highly regarded scientific journals. I have broad scientific interest and expertise in the fields of entomology, animal behavior, genetics, genomics, and chemical ecology. I recently served four years as the Vice Chair for Instruction and, since 2007, have held an appointment as Faculty Curator in the UCB Essig Museum of Entomology. Work History Please provide information on your last three positions, including your current one if you are working. 1st (Most Recent) Tsutsui_CV__032817.pdf 7/1/2007-present 40+ Neil D Tsutsui Page 2 of 4 May 23, 2017 Contra Costa County Board of Supervisors 1226 Position Title Dates (Month, Day, Year) From - To Hours per Week Worked? Position Title Volunteer Work? Yes No Employer's Name and Address Department of Environmental Science, Policy, and Management College of Natural Resources 130 Mulford Hall, #3114 UC Berkeley Berkeley CA 94720-3114 Duties Performed Teaching undergraduate and graduate (PhD) courses in Insect Behavior, Environmental Science Forum, Molecular Approaches to Environmental Problem Solving, Conservation & Resource Studies Senior Seminar, and others. Conceived, designed, executed, and published internationally recognized research on honey bee and ant biology. 2nd Volunteer Work? Yes No Employer's Name and Address Dept of Ecology and Evolutionary Biology Steinhaus Hall UC Irvine Irvine CA Duties Performed Taught undergraduate courses in Advanced Evolutionary Biology and Social Behavior of Ants, and graduate (PhD) course in Evolutionary Biology. Conceived, designed, executed, and published internationally recognized research on honey bee and ant biology. Professor 7/1/2003-6/31/2007 40+ Assistant Professor Neil D Tsutsui Page 3 of 4 May 23, 2017 Contra Costa County Board of Supervisors 1227 Dates (Month, Day, Year) From - To Hours per Week Worked? Position Title 3rd Volunteer Work? Yes No Employer's Name and Address Dept of Evolution and Ecology 1 Shields Ave UC Davis Davis CA Duties Performed Conceived, designed, executed, and published research on ant behavior, ecology, pheromone communication. 7/1/2000-6/30/2003 40+ Post-doctoral Scholar Neil D Tsutsui Page 4 of 4 May 23, 2017 Contra Costa County Board of Supervisors 1228 Tsutsui, Neil D. Curriculum Vitae 1 CURRICULUM VITAE NEIL DURIE TSUTSUI University of California, Berkeley EMAIL: Department of Environmental Science, PH: Policy & Management FAX: 130 Mulford Hall, #3114 WEB: Berkeley CA 94720-3114 EDUCATION Boston University, September 1994 B.A. in Biology, specialization in Marine Science, with honors. University of California, San Diego – Department of Biology Ph. D. in Biology, September 2000 Dr. Ted J. Case – Thesis advisor PROFESSIONAL APPOINTMENTS Professor, 2014-present Associate Professor, 2009-2014 Assistant Professor, 2007-2009 Vice Chair for Instruction, 2010-2012, 2014-2015 Department of Environmental Science, Policy & Management University of California, Berkeley Faculty Curator, 2007-present Essig Museum of Entomology University of California, Berkeley Assistant Professor, 2003-2007 Department of Ecology and Evolutionary Biology University of California, Irvine Post-doctoral Associate, 2000-2003 Section of Evolution and Ecology, Center for Population Biology University of California, Davis Dr. Richard K. Grosberg – Advisor PUBLICATIONS 58. Cridland, J., N. D. Tsutsui, and S. R. Ramírez. 2017 . The complex demographic history and evolutionary origin of the western honey bee, Apis mellifera. GENOME BIOLOGY & EVOLUTION evx009. DOI: https://doi.org/10.1093/gbe/evx009 57. Mathis, K. A. and Tsutsui, N. D. 2016. Dead ant walking: A myrmecophilous beetle predator uses parasitoid host location cues to selective prey on parasitized ants. PROCEEDINGS OF THE ROYAL SOCIETY OF LONDON, B 283:20161281. 56. Mathis, K. A. and Tsutsui, N. D. 2016. Cuticular hydrocarbon cues are used for host acceptance by Pseudacteon spp. phorid flies that attack Azteca sericeasur ants. JOURNAL OF CHEMICAL ECOLOGY 42:286-293. 55. Emery, V. J. and Tsutsui, N. D. 2016. Differential sharing of chemical cues by social parasites versus social mutualists in a three-species symbiosis. JOURNAL OF CHEMICAL ECOLOGY 42:277-285. May 23, 2017 Contra Costa County Board of Supervisors 1229 Tsutsui, Neil D. Curriculum Vitae 2 54. Torres, C. W. and Tsutsui, N. D. 2016. The effect of social parasitism by Polyergus breviceps on the nestmate recognition system of its host, Formica altipetens. PLOS ONE 11(2): e0147498. 53. Tsutsui, N. D. 2014. Controlling the spread of Argentine ants. VOICE OF THE PCOC. Fall:10-11. 52. Tillberg, C.V, Edmonds, B., Freauff, A., Hanisch, P., Paris, C., Smith, C.R., Tsutsui, N. D., Wills, B.D., Wittman, S.E., and A.V Suarez. 2014. Foraging ecology of the tropical giant hunting ant Dinoponera australis (Hymenoptera: Formicidae) – Evaluating mechanisms for high abundance. BIOTROPICA 46(2):229-237. 51. Tsutsui, N. D. 2013. Dissecting ant recognition systems in the age of genomics. BIOLOGY LETTERS 9:20130416. 50. Lewis V., Moore, S., Tabuchi, R., Sutherland, A., Choe, D.-H. and N. D. Tsutsui 2013. Researchers combat the resurgence of bed bug in behavioral studies and monitor trials. CALIFORNIA AGRICULTURE 67:172-178. 49. Simola, D. F., Wissler, L., Donahue, G., Waterhouse, R.M., Helmkampf, M., Roux, J., Nygaard, S., Glastad, K.M., Hagen, D.E., Viljakainen, L., Reese, J.T., Hunt, B.G., Graur, D., Elhaik, E., Kriventseva, E.V., Wen, J., Parker, B.J., Cash, E., Privman, E., Childers, C.P., Muñoz-Torres, M.C., Boomsma, J.J., Bornberg- Bauer, E., Currie, C., Elsik, C.G., Suen, G., Goodisman, M.A.D., Keller, L., Liebig, J., Rawls, A., Reinberg, D., Smith, C.D., Smith, C.R., Tsutsui, N., Wurm, Y., Zdobnov, E.M., Berger, S.L. and J. Gadau. 2013. Social insect genomes exhibit dramatic evolution in gene composition and regulation while preserving regulatory features linked to sociality. GENOME RESEARCH 23:1235-1247. 48. Emery, V. J. and N. D. Tsutsui. 2013. Recognition in a social symbiosis: Chemical phenotypes and nestmate recognition behaviors of Neotropical parabiotic ants. PLOS ONE 8(2): e56492. 47. Choe, D.-H., D. B. Villafuerte and N. D. Tsutsui. 2012. Trail pheromones of the Argentine ant, Linepithema humile (Mayr) (Hymenoptera: Formicidae). PLOS ONE 7(9):e45016. 46. Johnson, B. R., E. van Wilgenburg, and N. D. Tsutsui. 2012. Nestmate recognition in social insects is sometimes more complex than an individual based decision to accept or reject (Commentary). BEHAVIORAL ECOLOGY AND SOCIOBIOLOGY 66:343-346. 45. Choe, D.-H., S. R. Ramírez and N. D. Tsutsui. 2012. A silica gel-based method for extracting insect surface hydrocarbons. JOURNAL OF CHEMICAL ECOLOGY. DOI 10.1007/s10886-012-0074-1. 44. Ramírez, S. R., T. Eltz, M. K. Fujiwara, G. Gerlach, B. Goldman-Huertas, N. D. Tsutsui and N. E. Pierce. 2011. Asynchronous diversification in a specialized plant-pollinator mutualism. SCIENCE. 333: 1742-1746. 43. van Wilgenburg, E., A. Felden, D.-H. Choe, R. Sulc, J. Luo, K. J. Shea, M. A. Elgar and N. D. Tsutsui. 2011. Learning and discrimination of cuticular hydrocarbons in a social insect. BIOLOGY LETTERS. 42. Smith, C. R., A. V. Suarez, N. D. Tsutsui, S. E. Wittman, B. Edmonds, A. Freauff, and C. V. Tillberg. 2011. Nutritional asymmetries are related to division of labor in a queen- less ant. PLOS ONE 6:e24011. 41. Johnson, B. R. and N. D. Tsutsui. 2011. Taxonomically restricted genes are associated with the evolution of sociality in the honey bee. BMC GENETICS 12:164. 40. Abbot, P. et al. 2011. Inclusive fitness theory and eusociality. NATURE 466:1057-1062. (Brief communications arising). 39. Suen, G., et al. 2011. The genome sequence of the leaf-cutter ant, Atta cephalotes, reveals insights into its obligate symbiotic lifestyle. PLOS GENETICS 7:e1002007. May 23, 2017 Contra Costa County Board of Supervisors 1230 Tsutsui, Neil D. Curriculum Vitae 3 38. Smith, C. R., et al. 2011. A draft genome of the red harvester ant, Pogonomyrmex barbatus: a model for reproductive division of labor and social complexity. PROCEEDINGS OF THE NATIONAL ACADEMY OF SCIENCES, USA 108:5667-5672. 37. Smith, C. D., et al. 2011. The draft genome of the globally widespread and invasive Argentine ant (Linepithema humile). PROCEEDINGS OF THE NATIONAL ACADEMY OF SCIENCES, USA 108:5673-5678. * N. D. Tsutsui – corresponding author. 36. Johnson, B. R., E. van Wilgenburg, and N. D. Tsutsui. 2011. Nestmate recognition in social insects: overcoming physiological constraints with collective decision making. BEHAVIORAL ECOLOGY AND SOCIOBIOLOGY 65:935-944. 35. Franks, S. J., P. D. Pratt, and N. D. Tsutsui. 2010. The genetic consequences of a demographic bottleneck in an introduced biological control insect. CONSERVATION GENETICS 12:201-211. 34. Ramírez, S. R., T. Eltz, F. Fritzsch, R. Pemberton, E. G. Pringle, and N. D. Tsutsui. 2010. Intraspecific geographic variation of fragrances acquired by orchid bees in native and introduced populations. JOURNAL OF CHEMICAL ECOLOGY 36:873-884. 33. van Wilgenburg, E., R. Sulc, K. J. Shea, and N. D. Tsutsui. 2010. Deciphering the chemical basis of nestmate recognition. JOURNAL OF CHEMICAL ECOLOGY 36:751-758. 32. Marsico, T. D., J. W. Burt, E. K. Espeland, G. Gilchrist, M. A. Jamieson, L. Lindstrom, S. Swope, G. Roderick, M. Szucs and N. D. Tsutsui. 2010. Underutilized resources for studying the evolution of invasive species during their introduction, establishment and lag phases. EVOLUTIONARY APPLICATIONS 3:203-219. 31. Vanderhoeven, S., C. Brown, C. Tepolt, N. D. Tsutsui, V. Vanparys, S. Atkinson, G. Mahy and A. Monty. 2010. Linking concepts in invasion biology: Network analysis shows what has been studied most and helps identification of knowledge gaps. EVOLUTIONARY APPLICATIONS 3:193-202. 30. van Wilgenburg, E., C. W. Torres and N. D. Tsutsui. 2010. The global expansion of a single ant supercolony. EVOLUTIONARY APPLICATIONS 3:136-143. 29. Suarez, A. V., T. McGlynn and N. D. Tsutsui. 2010. Biogeographic patterns of invasive species. In: Lach, L., C. Parr, and K. Abbott, eds., ANT ECOLOGY, pp. 233-244 (Peer- reviewed book chapter). 28. van Wilgenburg, E., J. Clémencet and N. D. Tsutsui. 2010. Experience influences aggressive behaviour in the Argentine ant. BIOLOGY LETTERS 6:152-155. 27. Brandt, M., E. van Wilgenburg, R. Sulc, K. J. Shea and N. D. Tsutsui. 2009. The scent of supercolonies: The discovery, synthesis and behavioral verification of ant colony recognition cues. BMC BIOLOGY 7:71. 26. Brandt, M., E. van Wilgenburg, and N. D. Tsutsui. 2009. Global-scale analyses of chemical ecology and population genetics in the invasive Argentine ant. MOLECULAR ECOLOGY 18:997-1005. 25. Cooper, M. L., K. M. Daane, E. H. Nelson, L. G. Varela, M. C. Battany, N. D. Tsutsui, and M. K. Rust. 2008. Liquid baits manage Argentine ants in coastal vineyards. CALIFORNIA AGRICULTURE 62:177-183. (Peer-reviewed extension article). 24. Spagna, J. C., A. I. Vakis, S. N. Patek, X. Zhang, C. Schmidt, N. D. Tsutsui, and A. V. Suarez. 2008. Phylogeny, scaling, and the generation of extreme forces in trap-jaw ants. JOURNAL OF EXPERIMENTAL BIOLOGY 211:2358-2368. 23. Suarez, A. V., D. A. Holway and N. D. Tsutsui. 2008. Genetics and behavior of a colonizing species: The invasive Argentine ant. AMERICAN NATURALIST 172:S72-S84. 22. Calcaterra, L. A., Delgado, A. and N. D. Tsutsui. 2008. Activity patterns and parasitism rates of fire ant decapitating flies (Diptera: Phoridae: Pseudacteon spp.) in their native Argentina. ANNALS OF THE ENTOMOLOGICAL SOCIETY OF AMERICA 101:539-550. 21. Tsutsui, N. D., A. V. Suarez, Spagna, J. C. and J. S. Johnston. 2008. The evolution of genome size in ants. BMC EVOLUTIONARY BIOLOGY 8:64. 20. Suarez, A. V.* and N. D. Tsutsui*. 2008. The evolutionary consequences of biological invasions. MOLECULAR ECOLOGY 17:351-360. *these authors contributed equally. May 23, 2017 Contra Costa County Board of Supervisors 1231 Tsutsui, Neil D. Curriculum Vitae 4 19. Torres, C. W.*, M. Brandt and N. D. Tsutsui. 2007. The role of cuticular hydrocarbons as chemical cues for nestmate recognition in the invasive Argentine ant (Linepithema humile). INSECTES SOCIAUX 54:363-373. *undergraduate co-author. 18. Calcaterra, L. A., R. Vander Meer, J. P. Pitts, J. P. Livore, and N. D. Tsutsui. 2007. Survey of Solenopsis fire ants and their parasitoid flies (Diptera: Phoridae: Pseudacteon) in central Chile and central western Argentina. ANNALS OF THE ENTOMOLOGICAL SOCIETY OF AMERICA 100:512-521. 17. Thomas, M. L., C. M. Payne-Makrisa, A. V. Suarez, N. D. Tsutsui, and D. A. Holway. 2007. Contact between supercolonies elevates aggression in Argentine ants. INSECTES SOCIAUX 54: 225-233. 16. Thomas, M., C. M. Payne-Makrisa, A. V. Suarez, N. D. Tsutsui, and D. A. Holway. 2006. When supercolonies collide: Territorial aggression in an invasive and unicolonial social insect. MOLECULAR ECOLOGY 15:4303-4315. 15. The Honeybee Genome Sequencing Consortium. 2006. Insights into social insects from the genome of the honeybee Apis mellifera. NATURE 443:931-949. 14. Whitfield, C. W., S. K. Behura, S. H. Berlocher, A. G. Clark, S. Johnston, W. S. Sheppard, D. Smith, A. V. Suarez, D. Weaver, and N. D. Tsutsui. 2006. Thrice out of Africa: Ancient and recent expansions of the honey bee, Apis mellifera. SCIENCE 314:642-645. 13. Thomas, M., N. D. Tsutsui, and D. A. Holway. 2005. Intraspecific competition influences the symmetry and intensity of aggression in the invasive Argentine ant. BEHAVIORAL ECOLOGY 16:672-481. 12. Tsutsui, N. D. 2004. Scents of self: The expression component of self/non-self recognition systems. ANNALES ZOOLOGICI FENNICI 41:713-727. 11. Suarez, A. V. and N. D. Tsutsui. 2004. The value of museum collections for research and society. BIOSCIENCE 54:66-74. 10. Tsutsui, N. D., S. N. Kauppinen*, A. F. Oyafuso*, and R. K. Grosberg. 2003b. The distribution and evolutionary history of Wolbachia infection in native and introduced populations of the invasive Argentine ant (Linepithema humile). MOLECULAR ECOLOGY 12:3057-3068. *undergraduate co-author. 9. Tsutsui, N. D. and A. V. Suarez. 2003. The colony structure and population biology of invasive ants. CONSERVATION BIOLOGY 17:48-58. 8. Tsutsui, N. D., A. V. Suarez, and R. K. Grosberg. 2003a. Genetic diversity, asymmetrical aggression, and recognition in a widespread invasive species. PROCEEDINGS OF THE NATIONAL ACADEMY OF SCIENCES, USA 100:1078-1083. 7. Suarez, A. V., D. A. Holway, D. Liang, N. D. Tsutsui, and T. J. Case. 2002. Spatio- temporal patterns of intraspecific aggression in the invasive Argentine ant. ANIMAL BEHAVIOUR 64:697-708. 6. Holway, D. A., L. Lach, A. V. Suarez, N. D. Tsutsui, and T. J. Case. 2002. The ecological causes and consequences of ant invasions. ANNUAL REVIEW OF ECOLOGY AND SYSTEMATICS 33:181-233. 5. Suarez, A. V., M. Benard, N. D. Tsutsui, T. A. Blackledge, K. Copren, E. M. Sarnat, A. L. Wild, W. M. Getz, P. T. Starks, K. Will, P. J. Palsboll, M. E. Hauber, C. Moritz, and A. D. Richman. 2002. Conflicts around a study of Mexican crops. NATURE 417:897. (Correspondence). 4. Tsutsui, N. D., A. V. Suarez, D. A. Holway, and T. J. Case. 2001. Relationships among native and introduced populations of the Argentine ant, Linepithema humile and the source of introduced populations. MOLECULAR ECOLOGY 10:2151-2161. 3. Tsutsui, N. D. and T. J. Case. 2001. Population genetics and colony structure of the Argentine ant (Linepithema humile) in its native and introduced ranges. EVOLUTION 55:976-985. 2. Tsutsui, N. D., A. V. Suarez, D. A. Holway and T. J. Case. 2000. Reduced genetic variation and the success of an invasive species. PROCEEDINGS OF THE NATIONAL ACADEMY OF SCIENCES, USA 97:5948-5953. May 23, 2017 Contra Costa County Board of Supervisors 1232 Tsutsui, Neil D. Curriculum Vitae 5 1. Suarez, A. V., N. D. Tsutsui, D. A. Holway and T.J. Case. 1999. Behavioral and genetic differentiation between native and introduced populations of the Argentine ant. BIOLOGICAL INVASIONS 1:43-53. GRANT SUPPORT NATIONAL SCIENCE FOUNDATION LONG-TERM RESEARCH IN ENVIRONMENTAL BIOLOGY (LTREB), (co-PI). “LTREB Collaborative Proposal: Large-scale removal of introduced ants as a test of community reassembly”. 4/1/2017-3/31/2022. $391,313 (Tsutsui share: $177,548). NATIONAL SCIENCE FOUNDATION, IOS-SDS, (B. Fisher, co-PI), “Collaborative Research: Scents of Self: How Trade-offs Shape Self/Non-self Recognition Cues in a Supercolonial Insect” (ranked #1 in panel). February 2016 – January 2020. $830,933. UNITED STATES DEPARTMENT OF AGRICULTURE, NIFA-AFRI. “Using Functional Genomics to Link Behavior, Chemical Ecology and Chemoreception in a Widespread and Damaging Agricultural Pest” February 2016 – January 2019. $498,083. UC BERKELEY BAKAR FELLOW, “Deploying Insect Pheromones to Control a Widespread and Damaging Insect”, July 2012 – June 2017. $250,000. UCMEXUS, (K. Mathis, co-PI), “Host Selection and Successful Parasitism of the Aggressive Arboreal Ant Azteca instabilis by Decapitating Phorid Flies (Genus: Pseudacteon) in Dynamic Coffee Agroecosystems”, January 2012 – December 2013. $11,852. GORDON AND BETTY MOORE FOUNDATION, “Using Genomics, Isotopes and Pollen to Illuminate the Past and Predict the Future of California Bees”, November 2011 – October 2014. $379,339. CALIFORNIA STRUCTURAL PEST CONTROL BOARD, DEPARTMENT OF PESTICIDE REGULATION, “Bedbug detection using airborne pheromone cues“. February 2011 – February 2012. $116,650. DEFINING WISDOM, sponsored by the University of Chicago Arete Initiative and the John Templeton Foundation. “The Wisdom of the Ant: The Role of Experience in Sociality and Aggression”. October 2008 – September 2010. $100,000. UNITED STATES DEPARTMENT OF AGRICULTURE, NRI-CSREES 2008-35302-04680. “An Integrative Analysis of Altered Social Behavior in the Invasive Argentine Ant (Linepithema humile)”. (ranked #8 of 83). September 2008 – August 2011. $425,000. COMMITTEE ON RESEARCH, FACULTY RESEARCH GRANT (UC-BERKELEY), “A preliminary analysis of candidate genes for aggression in the invasive Argentine ant“. 2007 – 2008. $5,000. AUSTRALIAN RESEARCH COUNCIL, “Sociality and a sense of smell: Receptor organ evolution in ants“. (PI: Mark A. Elgar, University of Melbourne). 2008 – 2010. $225,000. STRUCTURAL PEST CONTROL BOARD, CALIFORNIA DEPARTMENT OF CONSUMER AFFAIRS, “The Role of Genetics and Cuticular Hydrocarbons in Argentine ant Aggression“. (Co- Investigator: Ken Shea, UC-Irvine, Department of Chemistry). September 2005 – August 2008. $312,037. UNITED STATES DEPARTMENT OF AGRICULTURE, NRI-CSREES 2004-35302-14865. “The Genetic and Biochemical Basis of Altered Social Behavior in the Invasive Argentine ant (Linepithema humile)” (ranked #2 of 117). September 2004 – August 2007. $325,000. TEACHING EXPERIENCE, AWARDS & MENTORSHIP GRADUATE STUDENTS ADVISED: Candice Torres (Ph.D.; 2005–2012) Virginia Emery (Ph.D.; 2009–2013) Rebecca Sandidge (Ph.D.; 2008–present) Tara Madsen-Steigmeyer (Ph.D.; 2011–2014) Kaitlyn Mathis (Ph.D.; 2009–2015) Maria Tonione (Ph.D.; 2012–present) Kelsey Scheckel (Ph.D.; 2014–present) Brian Whyte (Ph.D.; 2015–present) May 23, 2017 Contra Costa County Board of Supervisors 1233 Tsutsui, Neil D. Curriculum Vitae 6 POST-DOCTORAL RESEARCHERS ADVISED: Dr. Megan McPhee (2003–2005) Dr. Miriam Brandt (2005–2007) Dr. Johanna Clemencet (2006–2007) Dr. Ellen van Wilgenburg (2006–2010) Dr. Dong-Hwan Choe (2009–2011) Dr. Brian Johnson (2009–2011) Dr. Santiago Ramirez (2008–2013) Dr. Kaustubh Gokhale (2014–2016) Dr. Jan Buellesbach (2016–present) Dr. Elizabeth Cash (2016–present) Dr. Joshua Gibson (2016–present) GRADUATE COMMITTEE MEMBER Valerie Foster (UCI; Ph.D.; 2004–2006), Nan Wang (UCI; M.S.; 2005–2006), Jesse Hollister (UCI; Ph.D.; 2006), Steven Lockton (UCI; Ph.D.; 2004–2007), Diane Livio (UCI; M.S.; 2005–2007), Felipe Barreto (UCI; Ph.D.; 2006–2007), Rosemary Byrne (UCI; Ph.D.; 2006– 2007), June Gwalthney (UCI; Ph.D.; 2006–2007), Shauna Price (UCLA; Ph.D.; orals committee; 2007), Nicole VanderSal (UCB; Ph.D.; 2007–2008), Michael Branstetter (UCD; Ph.D., orals committee; 2007), Alexandra Harmon-Threatt (UCB; Ph.D.; 2009–2011), Cause Hanna (UCB; Ph.D.; Chair–orals committee; 2007–2012), Caroline Lee (UCB, Integrative Biology; Ph.D; 2008, orals committee), Lisa Fernandez (UCB; Ph.D.; 2008–present), Steven Bayes (UCB; Ph.D.; 2008–2014), Julie Hopper (UCB; Ph.D.; 2008–2015), Joseph Sapp (UCSC; Ph.D.; 2009–present), Misha Leong (UCB; Ph.D.; orals committee), Jeremy Anderson (UCB; Ph.D; 2010–present), Traci Grzymala (UCB; Ph.D.; orals committee), Kelly Schiabor (UCB; Ph.D; Molecular & Cell Biology; 2011–2015), Robert Thistle (UCB; Ph.D; Molecular & Cell Biology; 2011–2014), Sara Emery (UCB; Ph.D.; Chair–orals committee; 2012), Samantha Cheung (UCB; Ph.D; Molecular & Cell Biology; 2012–2016), Anne Murray (UCB; Ph.D.; Chair–orals committee; 2012), Kevi Mace (UCB; Ph.D.; Chair–orals committee; 2012), Carolyn Elya (UCB; Ph.D; Molecular & Cell Biology; 2013–present), Ting-ting “Dana” Lin (UCB, Integrative Biology; Ph.D; 2014, orals committee), Allison Quan (UCB; Ph.D; Molecular & Cell Biology; 2014–present), Celia Del Cid (UCB; Ph.D.; orals committee; 2014–15), Ignacio Escalante (UCB; Ph.D.; guiding committee, Chair–orals committee; 2014–present), Maggi Raboin (UCB; guiding committee, Chair–orals committee; 2015–present). UNDERGRADUATES MENTORED: ~100 since 2003. COURSES TAUGHT & TEACHING AWARDS: UC-Berkeley Environmental Science Forum (ESPM 201C), Spring 2008. Insect Behavior (ESPM150, ESPM142), each Fall 2008-2012; 2015, 2016. Genetics and Genomics of Insect Behavior (ESPM290), Spring 2009. Senior Seminar-Conservation & Resource Studies (ESPM194), Spring 2011 (two classes), Spring 2012. Insect Chemoreception and Chemical Ecology (ESPM290), Spring 2014. Advanced Chemical Ecology (ESPM290), Fall 2014, 2016. Molecular Approaches to Environmental Problem Solving (ESPM 192), Spring 2015, 2016. UC-Irvine Graduate Core in Evolution, Winter 2007. Advanced Evolutionary Biology (BS168), Spring 2004, 2005, 2006. Freshman Seminar (BS2B), “Social behavior of ants”, Spring 2004, 2005, 2006, 2007. Faculty Appreciation Award – Alpha Epsilon Delta (AED) Pre-Medical Honor Society, Spring 2006. GUEST LECTURES: May 23, 2017 Contra Costa County Board of Supervisors 1234 Tsutsui, Neil D. Curriculum Vitae 7 UC-Irvine Graduate Core in Evolution, “Sociality, symbiosis, and the major evolutionary transitions”, Winter 2004, 2005, 2006. UC-Irvine Graduate Core in Ecology, “The ecology and behavior of invasive species”, Spring 2004, 2005. Entomology (BS184), “Cooperation and conflict in social insects”, Spring 2004, Fall 2006. Insect Ecology (ESPM113), “Cooperation, conflict and communication in social insects”, Spring 2008. General Entomology (ESPM140), “Chemical ecology and genetics of social insects”, Spring 2008. INVITED PRESENTATIONS & PROFESSIONAL MEETINGS 1999: Invited speaker – Argentine ant symposium, Palo Alto, CA, May. Speaker – Soc. for the Study of Evolution/American Soc. of Naturalists, Madison, WI. July. Speaker – California Population & Evolutionary Genetics meeting (CALPEG), Bodega Bay, CA. December. 2000: Seminar speaker – Center for Population Biology, Department of Evolution and Ecology, UC-Davis. March. 2001: Speaker – Soc. for the Study of Evolution/American Soc. of Naturalists, Knoxville, TN. June. Invited symposium speaker – Soc. for Conservation Biology, Hilo, HI. Symposium on: “Population biology of invasive species”. July. 2002: Invited speaker – Department of Ecology & Evolutionary Biology, UC-Irvine. February. Invited symposium speaker – International Union for the Study of Social Insects (IUSSI), Sapporo, Japan. Symposium on: “Population Genetics and Genomics”. July/August. Invited speaker – Molecular & Genetic Approaches in Ecology, UC-Davis, CA. October. 2003: Speaker – Soc. for the Study of Evolution/American Soc. of Naturalists, Chico, CA. June. Invited seminar speaker – Moss Landing Marine Laboratory, CA. November. Speaker – California Population & Evolutionary Genetics (CALPEG), Irvine, CA. Dec. 2004: Invited seminar speaker – Department of Biology, UC-Riverside, Riverside, CA. January. Invited symposium speaker – Ecological Society of America, Portland, OR. Symposium on: “Evolution of invasive species”. August. 2005: Invited speaker – Department of Biological Chemistry, UC-Irvine. January. Invited seminar speaker – Behavior, Evolution & Culture Speaker Series, UC–Los Angeles, Los Angeles, CA. February. Invited seminar speaker – Department of Evolution, Ecology & Organismal Biology, Ohio State University, Ohio. November. 2006: Student-Invited speaker – 19th Annual Michael Duke Memorial Seminar Speaker. Department of Entomology, North Carolina State University. April. Invited symposium speaker – International Union for the Study of Social Insects (IUSSI), Washington, D.C. Symposium on: “Recognition Systems”. August. Invited seminar speaker – Scripps Institute of Oceanography, UC–San Diego. November. Invited seminar speaker – Department of Environmental Science, Policy & Management, UC–Berkeley. November. 2007: Invited speaker – U.S. Department of Agriculture, Project Directors workshop. February. May 23, 2017 Contra Costa County Board of Supervisors 1235 Tsutsui, Neil D. Curriculum Vitae 8 Invited seminar speaker – Department of Ecology & Evolutionary Biology, UC–Los Angeles. April. Invited seminar speaker – Department of Ecology & Evolutionary Biology, University of Miami (Florida). April. Invited seminar speaker – Quantitative and Systems Biology, UC-Merced. October. Invited symposium speaker – Entomology Society of America, San Diego, CA. Symposium on “Connecting the Colony: Building Social Complexity through Pheromones” December. Poster presentation – U.S. Department of Agriculture, Project Directors workshop. December. 2008: Invited speaker – Entomology Society of America, Pacific Branch, Napa, CA. April. Student-invited speaker – Program in Ecology, Evolution and Conservation Biology, University of Illinois, Urbana-Champaign. April. Invited speaker – Defining Wisdom Symposium, John Templeton Foundation/University of Chicago, IL. August. Invited seminar speaker – ESPM Colloquium, Department of Environmental Science, Policy & Management, UC–Berkeley. September. Invited seminar speaker – Department of Entomology, UC–Davis. November. 2009: Invited speaker – California Structural Pest Control Board, Napa, CA. January. Invited speaker – The Past, Present and Future of Ant Genomics workshop and meeting, Tempe, AZ. January. Invited speaker – Synthesis of the Ecology and Evolution of Invasive Species workshop and meeting, Lake Tahoe, CA. March. Invited speaker – Defining Wisdom Symposium, John Templeton Foundation/University of Chicago, IL. June. Invited symposium speaker – American Associate for the Advancement of Science (AAAS), San Francisco, CA. Symposium on “The Evolution of Cooperation”, August. 2010: Poster presentation – U.S. Department of Agriculture, Project Directors workshop. Washington, D.C. March. Invited seminar speaker –Department of Entomology, UC–Riverside. May. Invited speaker – Defining Wisdom Symposium, John Templeton Foundation/University of Chicago, IL. June. Invited speaker – Pest Control Operators of California, combined district meeting. July. Invited seminar speaker – Collaborative Learning at the Interface of Mathematics & Biology (CLIMB) program, UC–Davis. Sept. Invited speaker – Meeting of the American Philosophical Society, Philadelphia, PA. Nov. Poster presentation – U.S. Department of Agriculture, Project Directors workshop. San Diego, CA. Dec. 2011: Invited speaker – Plant and Animal Genomes, San Diego, CA. Jan. Invited speaker – Science@Cal, Dept. of Astronomy, UC Berkeley, CA. May. Invited speaker – ESPM Colloquium, UC Berkeley, CA. November. 2012: Invited speaker – California Structural Pest Control Board, Sacramento, CA. April. Invited symposium speaker – Entomology Society of America, Knoxville TN, November. Poster presentation – Entomology Society of America, Knoxville TN, November. 2013: Invited speaker – California Structural Pest Control Board, Sacramento, CA. January. Invited speaker – Entomology Society of America, Pacific Branch, Lake Tahoe, NV. April. Invited seminar speaker – Department of Entomology, Texas A&M University, April. May 23, 2017 Contra Costa County Board of Supervisors 1236 Tsutsui, Neil D. Curriculum Vitae 9 Invited conference speaker – Adapting to Global Change in the Mediterranean Hotspot, Seville, Spain. September. Invited conference speaker –National Pest Management Association, Pestworld 2013. October. 2014: Invited seminar speaker – Department of Entomology, UC–Davis. January. Invited seminar speaker –Essig Brunch, Essig Museum of Entomology, UC Berkeley, April. Invited speaker – Target Speciality Products, San Jose, CA. June. Invited speaker – Target Speciality Products, Sacramento, CA. June. Keynote speaker – PCOC Expo, Las Vegas, NV. June. Invited speaker – Invasion Genetics:The Baker and Stebbins Legacy, Asilomar, CA. August. Invited symposium speaker – Entomology Society of America, Portland, OR, November. 2015: Invited speaker/panelist – Center for Population Biology mini-conference, UC–Davis. February. Invited seminar speaker – PERT Program/Center for Insect Science, U of Arizona. March. Invited speaker – Evolution of Organismality, St. Louis, MO. May. Invited speaker – Target Speciality Products, Sante Fe Springs, CA. June. Invited speaker – Target Speciality Products, San Marcos, CA. June. 2016: Plenary speaker. American Association of IPM Entomologists, Monterey, CA. “The behavior and social structure of ants”, February. Invited symposium speaker – International Congress of Entomology, Orlando, FL, September. SERVICE PANEL MEMBER: NATIONAL SCIENCE FOUNDATION – IOB Behavioral Systems. 2011, 2013. NATIONAL SCIENCE FOUNDATION – DEB Phylobiogeography. 2008. NATIONAL SCIENCE FOUNDATION – Doctoral Dissertation Improvement Grants. 2007. U.S. DEPARTMENT OF AGRICULTURE – Arthropod & Nematode Biology: Organismal & Population Biology. 2007, 2009. U.S. DEPARTMENT OF AGRICULTURE – ARS, OSQR: Ants and Termites. 2009. EDITORIAL BOARDS: AUSTRALIAN JOURNAL OF ZOOLOGY. Associate Editor, 2007–2012. BMC ECOLOGY. Associate Editor, 2011–present. BIOLOGICAL INVASIONS. Associate Editor, 2011–present. PLOS GENETICS. Guest Editor, 2013. COMMITTEE MEMBER: NATIONAL ECOLOGICAL OBSERVATORY NETWORK (NEON) DESIGN CONSORTIUM, Invasive Species subcommittee. 2004–2005. REVIEWER (manuscripts and grant proposals, excluding panel service above): >150 total from July 2003-present Journals, including: The American Naturalist, Animal Behaviour, Annals of the Entomological Society of America, Behavioral Ecology, Behavioral Ecology & Sociobiology, Biology Letters, BMC Ecology, Conservation Biology, Diversity & Distributions, Ecology, Ecology Letters, Evolution, Evolutionary Applications, Evolutionary Ecology Research, Genetics, Insectes Sociaux, Journal Chemical of Ecology, Naturwissenschaften, Molecular Ecology, Oecologia, PLoS One, Proceedings of the National Academy of Sciences. May 23, 2017 Contra Costa County Board of Supervisors 1237 Tsutsui, Neil D. Curriculum Vitae 10 Funding agencies, including: The National Science Foundation, US Department of Agriculture, National Institute for Climate Change Research (US Dept of Energy), Natural Environment Research Council. SERVICE TO UC SYSTEM: Member – Faculty advisory committee, UC Education Abroad Program (UCEAP). 2013- present. SERVICE TO CAMPUS: Member – Committee on Courses of Instruction (COCI). 2014–present. • Sciences subcommittee. 2014–2015. • Variances subcommittee. 2015–2016. • Student Information Systems (SIS) advisory committee. 2016–present. Member – Berkeley Institute for Global Change Biology. 2010–present. Member – Ad hoc campus tenure review committee – 2010, 2014. Member – Ecological Preserve and Open Space committee. 2006–2007 (UCI). Member – Phi Beta Kappa nominating committee. 2004–2007 (UCI). SERVICE TO SCHOOL/COLLEGE: Faculty Judge – College of Natural Resources Gradfest Symposium. 2011. Faculty Judge – College of Natural Resources Honor Symposium. 2010, 2015. Member –Biological Sciences Executive Committee. Elected by department; 2006– 2008 (UCI). Member –Crystal Cove Research Cottage committee. 2005–2006 (UCI). SERVICE TO THE DEPARTMENT: Member – Race, Culture, and Environment search committee. 2016. Vice Chair for Instruction. 2010–2012, 2014–2015. Chair – Undergraduate Programs Committee. 2010–2012, 2014–2015. Chair – Ad hoc personnel action committee. 2012, 2016. Member – ESPM Departmental Vision committee. 2012. Member – Molecular Environmental Biology undergraduate advising committee. 2008–present. Member – Graduate student advising committee. 2008–present. Member – Global Change Organismal Biology search committee. 2010. Member – Environmental Science undergraduate major committee. 2008–2010. Member – Environmental Science undergraduate major transition committee. 2010– 2011. Chair – ESPM Safety Committee. 2009. Member – Graduate admissions committee. 2009–2010. Member – Ad hoc tenure and merit review committees – 2 times since 2007. Chair – Graduate student awards committee. 2007–2008. Chair – Molecular Analytical Facility Steering committee. 2006–2007. (UCI) Member – Ecology search committee. 2 positions; 2005–2006. (UCI) Member – Departmental web-page committee. 2003–2007. (UCI) Member – Ad hoc personnel merit review committee – 5 times since 2003. (UCI) MEETING CO-ORGANIZER California Population & Evolutionary Genetics meeting (CALPEG), December 2003. OUTREACH INVITED SCIENTIST: Congressional Education Day on Invasive Species, Washington, D.C. May 2010. SPEAKER: UC–Irvine Minority Biomedical Research Support program. February 2004. California Alliance for Minority Participation (CAMP) Summer Science Academy (lab tour). July 2004, July 2005. May 23, 2017 Contra Costa County Board of Supervisors 1238 Tsutsui, Neil D. Curriculum Vitae 11 UC–Irvine, Teacher Professional Development program on Science Fair Projects as Tools for Investigation & Experimentation, School of Biological Sciences Outreach Program. August 2004. UC–Irvine, Minority Graduate Research Conference in Biomedical Sciences. November 2005. UC–Irvine, Minority Science Program, Theory & Research Seminar Series. May 2006, May 2007. Girls, Inc., Eureka Day, UC–Irvine. July 2006. NIH-Bridges to the Baccalaureate, UC–Irvine Minority Science Program, "Careers in Biomedical Sciences" (Santa Ana College). Faculty panel. October 2006. UC President’s Post-doctoral Fellowship Program. Led workshop on “Grant writing in the sciences”. October 2009. FACULTY MENTOR: UC–Irvine, High School Science Fair Initiative, School of Biological Sciences Outreach Program (2004–2005). REVIEWER: Southern California Junior Science and Humanities Symposium. 2004, 2006. UC–Irvine, Excellence in Research, Biological Sciences Symposium. 2004–2005. VOLUNTEER: Ask a Scientist Night, Irvine Unified School District, Oct. 2003. PRESS: Magazine: Nature–News and Views (405:519-520), Science–Editor’s Choice (288:1549), New Scientist (166:9), Science News (157:346; 161:245), California Wild (55:4-5), California Agriculture (56:4), Conservation (Jan-Mar 2010), Discover Magazine (March 18, 2014), Wired Magazine (April 10, 2014), many others. Newspaper: The New York Times (1 August 2000, Science Times p. D1), The Los Angeles Times (16 May 2000, p. A1; 15 Sept. 2006, p. B1), The San Francisco Chronicle (15 Sept. 2006; 28 October 2009), The Washington Post, National Geographic News (22 Sept. 2006), The Orange County Register (May 2000; 15 Sept. 2006), The San Diego Union-Tribune (10 Feb. 2003), The Sacramento Bee (26 June 2003, p. A3), Sacramento News and Review (27 Feb. 2003), many others. Television: CNN Headline News, local affiliates of NBC, ABC, and FOX; KQED-Quest, KQED-Deep Look. Radio: National Public Radio (“Radiolab”, “All Things Considered”), BBC World Service (“Science in Action”), Canadian Broadcasting Corporation (“Quirks and Quarks; As It Happens”), Earthwatch Radio, This Week in Science (KVDS). Internet: Reddit (front page), Ars Technica, National Geographic News, Discovery on- line, The Environmental News Network, many others. MEMBERSHIPS MEMBER: Phi Beta Kappa Honor Society. 1994–present. Society for the Study of Evolution. 1997–2005. American Society of Ichthyologists and Herpetologists. 1998–2000. UC-Irvine, Institute for Genomics and Bioinformatics. 2003–2007. Sigma Xi Honor Society. 2005–present. Entomology Society of America. 2007–present. American Association for the Advancement of Science. 2016-present. May 23, 2017 Contra Costa County Board of Supervisors 1239 RECOMMENDATION(S): ACCEPT the resignation of Roni Lee Height, DECLARE a vacancy in the Appointee 2 Seat on the Contra Costa Centre Municipal Advisory Council, and DIRECT the Clerk of the Board to post the vacancy, as recommended by Supervisor Mitchoff. FISCAL IMPACT: None. BACKGROUND: The Contra Costa Centre Municipal Advisory Council was established to advise the Board of Supervisors on local government services for the community, as requested by the Board; and provide input and reports to the Board, county staff or any county hearing body on issues of concern to the community, and shall advise the Board of Supervisors on land-use planning matters affecting the Contra Costa Centre community, such as land-use designations, General Plan amendments, environmental-impact reports, negative declarations, rezonings, land use permits, preliminary and final development plans, variances, etc. The Council shall also represent the community before the County Planning Commission, the Zoning Administrator, and the County Board of Supervisors on such land use, planning, and zoning matters. The Council may not represent the community before other public entities and agencies. It is understood that the Board of Supervisors is the final decision-making authority with respect to issues concerning the Contra Costa Centre community and that the Council shall serve solely in an advisory capacity. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Colleen Isenberg, (925) 521-7100 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: Stacey M. Boyd, Deputy cc: C. 25 To:Board of Supervisors From:Karen Mitchoff, District IV Supervisor Date:May 23, 2017 Contra Costa County Subject:Resignation and Vacancy on the Contra Costa Centre Municipal Advisory Council May 23, 2017 Contra Costa County Board of Supervisors 1240 BACKGROUND: (CONT'D) Supervisor Mitchoff thanks Roni Lee Height for her dedication and service, however, Ms. Height has moved outside the boundaries of the Contra Costa Centre Municipal Advisory Council. CONSEQUENCE OF NEGATIVE ACTION: The Seat will remain vacant. AGENDA ATTACHMENTS MINUTES ATTACHMENTS Vacancy Notice May 23, 2017 Contra Costa County Board of Supervisors 1241 May 23, 2017 Contra Costa County Board of Supervisors 1242 RECOMMENDATION(S): APPOINT William Mahoney to Business 3 Seat on the Workforce Development Board with a term expiration of June 30, 2020, as recommended by the Family and Human Services Committee. FISCAL IMPACT: None. BACKGROUND: The Workforce Development Board (WDB) was created on pursuant to the Federal Workforce Investment Act of 1998 and has the responsibility for overall workforce investment policy, mandated workforce investment policy and oversight of the One-Stop Career Center system. The WDB implements federal requirements for programs to address the education, skills, and employment needs for a skilled workforce, and that lead to an increase in the skills and earnings of Contra Costa residents. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 32 To:Board of Supervisors From:FAMILY & HUMAN SERVICES COMMITTEE Date:May 23, 2017 Contra Costa County Subject:Workforce Development Board Appointments May 23, 2017 Contra Costa County Board of Supervisors 1243 BACKGROUND: (CONT'D) January 21, 2016, the Executive Committee of the local Workforce Innovation and Opportunity Act (WIOA) board met and approved a recommended WIOA Board configuration, subsequently approved by the Board of Supervisors on March 29, 2016. The new configuration resulted in a 25 member board, which includes two alternate seats. Term appointments are for four years. On April 24, 2017 the Family and Human Services Committee met and review applications to the Workforce Development Board. The Committee recommended the appointment of William Mahoney and Robert Lilley. However, after the F&HS meeting, Mr. Lilley withdrew his appointment request. Therefore, only Mr. Mahoney's recommendation is being forwarded to the full Board for approval. CONSEQUENCE OF NEGATIVE ACTION: Important Business seats will remain vacant. May 23, 2017 Contra Costa County Board of Supervisors 1244 RECOMMENDATION(S): APPROVE Appropriation and Revenue Adjustment No. 5081 authorizing the transfer of appropriations in the amount of $40,000 from the Law Enforcement Training Center (0258) to the Sheriff's Office (0255) to partially fund office and hanger space related to the Sheriff's Helicopter Program. FISCAL IMPACT: No Net County Cost. This action increases revenue and appropriations by $40,000. BACKGROUND: The Office of the Sheriff requires additional office and hangar space to accommodate its specialized enforcement aviation equipment. The capabilities of this equipment include search and rescue and FAA-certified drone flight operation. The office and hangar space is located at 1450 Sally Ride Drive in Concord and provides a suitable facility for the storage of department aircraft and can also be used for vital specialized law enforcement training to include FAA drone pilot certification courses. This office and hangar space is the only suitable facility that has been identified and meets the needs of the Office of the Sheriff. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Liz Arbuckle, Heike Anderson, Tim Ewell C. 40 To:Board of Supervisors From:David O. Livingston, Sheriff-Coroner Date:May 23, 2017 Contra Costa County Subject:Appropriation Adjustment - Aviation Equipment Storage Area May 23, 2017 Contra Costa County Board of Supervisors 1245 CONSEQUENCE OF NEGATIVE ACTION: Failure to approve will result in the inability of the Office of the Sheriff to adequately store law enforcement aircraft as needed and provide specialized law enforcement training to include FAA-certified drone pilot certification. CHILDREN'S IMPACT STATEMENT: No impact. AGENDA ATTACHMENTS Appropriations and Revenue Adjustment No. 5081 MINUTES ATTACHMENTS Signed: Appropriations and Revenue Adjustment No. 5081 May 23, 2017 Contra Costa County Board of Supervisors 1246 May 23, 2017Contra Costa County Board of Supervisors1247 May 23, 2017Contra Costa County Board of Supervisors1248 May 23, 2017 Contra Costa County Board of Supervisors 1249 May 23, 2017 Contra Costa County Board of Supervisors 1250 RECOMMENDATION(S): APPROVE Appropriations and Revenue Adjustment No. 5077 authorizing the transfer of appropriations in the amount of $15,700 from the Traffic Safety Fund to CSA P-2 Zone A and authorizing additional revenue in the amount of $31,051 from accumulated depreciation for the purchase of one police patrol vehicle for use in the Blackhawk area. FISCAL IMPACT: This action increases appropriations in P2a Blackhawk (7653) and reduces appropriations in the Blackhawk Traffic Safety Fund (3682). No net county cost. BACKGROUND: The Office of the Sheriff, P-2A Zone, is in need of replacing one 2009 Ford Crown Victoria that has exceeded its useful life and is fully depreciated. The replacement vehicle will be purchased using the accumulated depreciation of $31,051 and Blackhawk Traffic Safety Funds of $15,700. The Traffic Safety APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Liz Arbuckle, Heike Anderson, Tim Ewell C. 38 To:Board of Supervisors From:David O. Livingston, Sheriff-Coroner Date:May 23, 2017 Contra Costa County Subject:Appropriation Adjustment - Purchase Order Blackhawk Replacement Vehicle May 23, 2017 Contra Costa County Board of Supervisors 1251 BACKGROUND: (CONT'D) Fund was established to be used for the deposit of all monies received as a result of arrests for vehicle code misdemeanor violations by a law enforcement agency. Expenditures made from this fund shall be made only for traffic-control devices and the maintenance thereof, equipment and supplies for traffic law enforcement and traffic accident prevention, and the maintenance, improvement or construction of public streets, bridges and culverts. CONSEQUENCE OF NEGATIVE ACTION: There will be insufficient appropriations available to facilitate the replacement of one patrol vehicle. CHILDREN'S IMPACT STATEMENT: No impact. AGENDA ATTACHMENTS Appropriations and Revenue Adjustment No. 5077 MINUTES ATTACHMENTS Signed: Appropriations and Revenue Adjustment No. 5077 May 23, 2017 Contra Costa County Board of Supervisors 1252 May 23, 2017Contra Costa County Board of Supervisors1253 May 23, 2017Contra Costa County Board of Supervisors1254 May 23, 2017 Contra Costa County Board of Supervisors 1255 May 23, 2017 Contra Costa County Board of Supervisors 1256 RECOMMENDATION(S): APPROVE Appropriation Adjustment No. 5079 authorizing the transfer of appropriations in the amount of $16,228 from the Custody Services Bureau (0300) to the Sheriff's Office (0255) to reallocate existing expenditure appropriations due to movement of a funded position. FISCAL IMPACT: This action will increase appropriations in Sheriff's Office-Support Services Bureau (0255) and reduce appropriations in Sheriff's Office-Custody Services Bureau (0300) by 16,228. No change to Net County Cost. BACKGROUND: Currently, there is a Clerk-Experienced Level assigned to the Support Services Bureau-Technical Services Division and a Secretary-Advanced Level assigned to the Custody Services Bureau-Administration. The job duties required by the Assistant Sheriff of the Support Services Bureau necessitate the moving of a Clerk-Experienced Level from Support Services Bureau-Technical APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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, 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Liz Arbuckle, Heike Anderson, Tim Ewell C. 39 To:Board of Supervisors From:David O. Livingston, Sheriff-Coroner Date:May 23, 2017 Contra Costa County Subject:Appropriation Adjustment - Reallocation of Funds May 23, 2017 Contra Costa County Board of Supervisors 1257 BACKGROUND: (CONT'D) Services to Custody Services Bureau-Administration and Secretary-Advanced Level from Custody Services Bureau-Administration to Support Services Bureau-Technical Services. The moving of these positions will fulfill the need for higher level support in the Support Services Bureau. CONSEQUENCE OF NEGATIVE ACTION: The Sheriff's Office budget will not appropriately reflect the movement of the position between departments. CHILDREN'S IMPACT STATEMENT: No impact. AGENDA ATTACHMENTS Appropriations Adjustment No. 5079 MINUTES ATTACHMENTS Signed: Appropriations Adjustment No. 5079 May 23, 2017 Contra Costa County Board of Supervisors 1258 May 23, 2017Contra Costa County Board of Supervisors1259 May 23, 2017 Contra Costa County Board of Supervisors 1260 RECOMMENDATION(S): APPROVE Appropriation and Revenue Adjustment No. 5076 authorizing new revenue in the amount of $2,128,948 in the Employment and Human Services Department, Community Services Bureau (0588), for the Early Head Start Child Care Partnership Grant awarded by the Administration for Children and Families. FISCAL IMPACT: This action will provide revenue to fund the provision of services to 190 additional Early Head Start Child Care Partnership slots throughout the County. Annual pension cost is $134,026. This program is 100% funded by the Federal government. BACKGROUND: The County's Employment & Human Services Department, Community Services Bureau, was awarded new grant, Early Head Start Child Care Partnership, to provide Early Head Start childcare services to 190 needy children 0-3 years of age. Total grant award amounted to $3.6 million per year plus $920,000 for start-up, with project period March 1, 2017 through August 31, 2021. Federal regulations provide for the continuation of funding after the end of the initial project period. Only 74 out of 600 nationwide applicants were selected for the highly sought after funding. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Eric Pormento 1-6331 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: Stacey M. Boyd, Deputy cc: C. 37 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:EHSD, Community Services Bureau Appropriation and Revenue Adjustments May 23, 2017 Contra Costa County Board of Supervisors 1261 CONSEQUENCE OF NEGATIVE ACTION: Appropriations and estimated revenues will not be properly reflected in the FY 16/17 budget. CHILDREN'S IMPACT STATEMENT: Community Services Bureau supports all five outcomes established by the Children's Report Card: 91) Children Ready for and Succeeding in School; (2) Children and Youth Healthy and Preparing for Productive Adulthood; (3) Families that are Economically Self Sufficient; (4) Families that are Safe, Stable and Nurturing; ) Communities that are Safe and Provide a High Quality of Life for Children and Families The requested action will better support all five outcomes. AGENDA ATTACHMENTS RA 5076 AIR 29555 MINUTES ATTACHMENTS Signed: AppropAdj.5076 May 23, 2017 Contra Costa County Board of Supervisors 1262 May 23, 2017Contra Costa County Board of Supervisors1263 May 23, 2017Contra Costa County Board of Supervisors1264 May 23, 2017 Contra Costa County Board of Supervisors 1265 May 23, 2017 Contra Costa County Board of Supervisors 1266 RECOMMENDATION(S): ADOPT an “Oppose” position on AB 626 (Garcia): Microenterprise Home Kitchen Operations, a bill that would legalize the sale of food prepared in private home directly to consumers. FISCAL IMPACT: No immediate impact. However, see notes below. BACKGROUND: At its May 8, 2017 meeting, the Legislation Committee considered and supported the recommendation from the Director Public Health and the Environmental Health Director to recommend a position of "Oppose" to the Board of Supervisors on AB 626, as amended on 4/06/17. Status: 5/18/201 AB 626 passed out of the Assembly Health Committee on April 25 with amendments last made on 4/6/17 on a 12-0 vote with three (3) members abstaining. The Bill has been referred to the Assembly Appropriations Committee with a hearing scheduled for May 24, 2017. Bill Analysis – 5/18/17 SUMMARY: This bill would legalize the sale of potentially hazardous food prepared in private homes directly to consumers. Essentially the same home kitchen that serves the needs of family members now becomes and dual-functions as a restaurant kitchen serving the public. While the bill contains some limits (such as no sale of raw oysters) the bill permits the home operator to prepare, hold and serve foods that otherwise require strict compliance with food handling and storage requirements that have long applied to commercial restaurants. The bill does allow for APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Lara Delaney, 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: C. 41 To:Board of Supervisors From:LEGISLATION COMMITTEE Date:May 23, 2017 Contra Costa County Subject:Oppose position on AB 626 (Garcia): Microenterprise Home Kitchen Operations May 23, 2017 Contra Costa County Board of Supervisors 1267 local control in the sense that each County may separatly authorize or prohibit the use of home kitchens in this fashion. FISCAL EFFECT: There are two major costs to local governments that will increase if AB 626 is passed. First, there is the cost of permitting local businesses. It is unlikely that local health departments will be able to pass the entire cost of licensing and inspection on to the in-home restaurant operators. Under the Cottage Food Program, registration, permitting, accounting, and enforcement processes have resulted in higher costs to departments than initially expected. Health departments have consistently determined the cost associated with the permitting of the Cottage Food Program exceeds the permitting fees collected and must rely on resources in existing health department budgets. If local health departments were to charge the entire cost of microenterprise home kitchen administrative and enforcement activities, such ventures may not be financially feasible for most applicants. Second, there is the cost of managing a foodborne illness outbreak. Local health departments receive reports of cases from local health care providers. This triggers what is called an outbreak investigation. Food borne illness events are often “surge” events which greatly tap the day to day resources of the Communicable Disease staff and Epidemiologists. Disease investigators and their staff conduct interviews, review histories, in some cases go to extraordinary efforts to isolate and determine which foods are the source of the contamination. These investigations can take local health departments weeks, even months, and incur significant expenses to counties. Given the difficulty in regulating a home kitchen which is attempting to function as a commercial kitchen, public health experts expect in increase in the number of food borne illness events across the State should this bill pass. COMMENTS: AB 626 is a dangerous expansion of California’s cottage food law. Under the Cottage Food law, individuals may prepare non potentially-hazardous foods in their homes and sell them to the public. These are foods May 23, 2017 Contra Costa County Board of Supervisors 1268 that do not contain ingredients that need to be kept cool and that are less likely to grow harmful bacteria leading to serious food borne illness. The California Department of Public Health (CDPH) maintains a list of allowable foods, and updates the list with non-potentially hazardous foods upon review of petitions. AB 626 significantly alters the safety margin by permitting home kitchens to, in fact, prepare, hold and sell foods that are potentially hazardous if not closely monitored and handled according to strict regulatory requirements, that have long applied to commercial kitchens. AB 626 would allow individuals, when licensed by the county, city and county, or city, to prepare potentially hazardous foods for sale to the public. This will increase the likelihood of foodborne illness outbreaks. Potentially hazardous foods are those that must be maintained and cooked at specific temperatures to avoid spreading pathogens. It is important to note with the passage of AB 626, the number of food facilities requiring regulation and inspection by local health and environmental health departments stands to increase substantially. If even one percent of households in counties apply for microenterprise kitchen permits, local health departments could see their food facility inventory increase by threefold or more. This results in thousands of new food facilities requiring inspection, enforcement, and foodborne illness outbreak investigation by health departments. Throughout the state, local health department infrastructure is unprepared and unable to meet such an increased demand on current resources, posing a potentially devastating impact on financial operations of local health departments. Furthermore and most importantly, these kitchens are not set up as commercial kitchens. They are the same kitchens where family meals are prepared, the same kitchens frequented by family pets, the same kitchen where the families children inadvertently leave the refrigerate door open, compromising the cooling temperature of potentially hazardous foods intended to sold to the public. There is simply no way that environmental health inspectors can assure that the conditions in a home environment can approximate those in a commercial kitchen. May 23, 2017 Contra Costa County Board of Supervisors 1269 These risk are by no means hypothetical. In fact Contra Costa County recently experience one of the State’s worst ever home-prepared food borne illness events in the fall of 2016. Three deaths occurred and others became gravely ill in association with a Thanksgiving Day meal where food was prepared in a home kitchen and subsequently served in a congregate setting. In addition to the tragic loss of life, this event consumed literally hundreds of hours of staff time to isolate the specific foods that were most likely associated with the outbreak, contact and advise individuals who had dined at the event and work with event promoters. It is likely that more of these types of events will occur should AB 624 pass. While this bill is intended to provide an economic opportunity to individuals who wish to operate out of their home the State’s Cottage food laws already allow this opportunity with foods that have been deemed as non-hazardous, and therefore present a lower risk of foodborne illnesses. Individuals can petition to have recipes added to the approved cottage food listing, and the State Department of Public Health has the discretion to allow new foods as they deem acceptable. A number of Public Health organizations strongly oppose this bill, including the California Health Executives Association of California (CHEAC) and the Health Officers Association of California (HOAC). HOAC. CHEAC and HOAC met directly with the author and sponsor and did not find a pathway forward that would remove their opposition. In addition RCRC, UCC and May 23, 2017 Contra Costa County Board of Supervisors 1270 BACKGROUND: (CONT'D) CSAC opposes AB 626 for public and environmental health reasons: cooling, cooking, and reheating foods while ensuring appropriate temperature controls can be challenging even in a commercial kitchen with appropriate training, equipment, and facilities. Should the County endorse an oppose position on this Bill is would be important to convey that position to the Assembly Appropriations Committee. Analysis Prepared by: Daniel Peddycord, Public Health Director Bill text can be found at: http://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=201720180AB626 Attachment A includes the bill text. Attachment B includes letter of opposition from a consortium of public health organizations. CONSEQUENCE OF NEGATIVE ACTION: Contra Costa County would not have a position on the bill. CHILDREN'S IMPACT STATEMENT: N/A ATTACHMENTS Attachment A - 2017 CA A 626 Attachment B - Letter of opposition from a consortium of public health organizations May 23, 2017 Contra Costa County Board of Supervisors 1271 ATTACHMENT A 2017 CA A 626: Bill Analysis - 04/21/2017 - Assembly Health Committee, Hearing Date 04/25/2017 Date of Hearing: April 25, 2017 ASSEMBLY COMMITTEE ON HEALTH Jim Wood, Chair AB 626 Eduardo Garcia- As Amended Ver:April 6, 2017 SUBJECT: California Retail Food Code: microenterprise home kitchen operations. SUMMARY: Permits microenterprise home kitchen operations to sell home cooked food to the public under specified situations. Specifically, this bill: 1) Defines microenterprise home kitchen operation (MEHKO) to mean a food facility that is operated by a resident in a private home where food is prepared for a consumer and meets all of the following requirements: a) The operation has no more than one full-time equivalent food employee, not including a family member or household member; b) Food is prepared, cooked, and served on the same day, picked up by the customer, or delivered within a safe time period based on holding equipment capacity; c) Food preparation does not involve processes that require a Hazard Analysis Critical Control Point (HACCP) plan, or the production, service, or sale of raw milk or raw milk products, as specified; d) There is no service and sale of raw oysters; e) Food preparation is limited to no more than 30 individual meals per day, and no more than 60 individual meals per week, unless otherwise approved by the local enforcement agency based on food preparation capacity of the operation; and, f) The operation has no more than $50,000 in verifiable gross annual sales. 2) States that MEHKO does not include any of the following: a) A catering operation; b) A cottage food operation, as specified; and, c) An indirect sale. 3) Requires that equipment for holding cold and hot food in a restricted food service fac ility be sufficient in number and capacity to ensure proper food temperature control. 4) Grants to MEHKOs the same exemption enjoyed by restricted food service facilities that would otherwise prohibit a kitchen from directly opening into a room used as living or sleeping quarters. Prohibits any sleeping May 23, 2017 Contra Costa County Board of Supervisors 1272 accommodations from being allowed in any area where food is prepared or stored. 5) Provides that a MEHKO be considered a restricted food service facility for purposes of, and subject to all applicable requirements of specified provisions of the California Retail Food Code (CRFC). 6) Exempts a MEHKO from all of the following: a) Handwashing sign posting requirements; b) Handwashing facilities requirements, as specified, provided that a handwashing sink is supplied with warm water and located in the toilet room and supplied with hand cleanser and either a heated -air hand drying device or sanitary single use towels are available; c) Installing a three-compartment sink provided that a two-compartment sink is available and used, as specified; and, d) Installing a food preparation sink provided that produce is washed, as specified. 7) Requires any individual who is involved in the preparation, storage, or service of food in a MEHKO to obtain a food handler card. 8) Prohibits a MEHKO from being open for business unless it is operating under a permit issued from the local enforcement agency in a manner approved by the local enforcement agency. 9) Requires the applicant to submit to the local enforcement agency written standard operating procedures that include all of the following information: a) All food products that will be handled; b) The proposed procedures and methods of food preparation and handling; c) Procedures, methods, and schedules for cleaning utensils, equipment, and for the disposal of refuse; d) How food will be maintained at the required holding temperatures pending pickup by consumer or during delivery; and, e) Days and times that the home kitchen will be utilized as a microenterprise home kitchen operation. 10) For purposes of permitting, the permitted area includes the home kitchen, onsite customer eating area, food storage, utensils and equipment, toilet room, janitorial or cleaning facilities, and refuse storage area. Food operations shall not be conducted outside of the permitted areas. 11) For purposes of determining compliance with the provisions of this bill, a representative of a local enforcement agency, for inspection purposes, may access the permitted area of a private home wh ere a food operation is being conducted. Limits access to the permitted areas and solely for the purpose of enforcing or administering this part. 12) Permits a representative of a local enforcement agency to inspect a MEHKO on the basis of a consumer complaint, reason to suspect that adulterated or otherwise unsafe food has been produced by the operation, or that the operation has violated this part. 13) Permits the enforcement officer, for the purpose of determining compliance with the gross annual sales requirements for operating a MEHKO or a cottage food operation, require those operations to provide copies of documents related to determining gross annual sales. EXISTING LAW: May 23, 2017 Contra Costa County Board of Supervisors 1273 1) Establishes the California Retail Food Code (CRFC), under the Department of Public Health. Includes uniform health and sanitation standards for retail food facilities, and requires local health agencies to enforce these provisions. 2) Defines "food facility" as an operation that stores, prepares, packages, serves, vends, or ot herwise provides food for human consumption at the retail level, as specified. Exempts, among others, a private home, including a registered or permitted cottage food operation, from the definition of food facility. 3) Defines "restricted food service facility" to mean either of the following: a) A food facility of 20 guestrooms or less that provides overnight transient occupancy accommodations, that serves food only to its registered guests, that serves only a breakfast or similar early morning meal and no other meals except light food or snacks presented to the guest for self -service, and that includes the price of food in the price of the overnight transient occupancy accommodation; or, b) An agricultural homestay facility, as specified. 4) Establishes the California Homemade Food Act to regulate the production and sale of certain non -potentially hazardous foods prepared in a home kitchen. 5) Provides that a violation of any provision of the CRFC or regulation adopted pursuant to it is generally a misdemeanor. FISCAL EFFECT: This bill has not yet been analyzed by a fiscal committee. COMMENTS: 1) PURPOSE OF THIS BILL. According to the author, many of his constituents have expressed their concerns and frustrations trying to work in compliance with the existing, overly complicated cottage food laws. The author states that this measure aims to knock down barriers and expand opportunities for marginalized populations who often lack access to the professional food world. The author believes that with this bill, California will take a substantial step towards building a more inclusive food system. The aim of this bill is to support healthy, self -reliant communities, and economically empower talented home cooks with a pathway to attain income self -sufficiency and achieve their American dream of success. 2) BACKGROUND. Retail food sales in California, in both restaurants and grocery stores, are governed by CRCF. According to the California Retail Food Safety Coalition (CRFSC), a broad -based coalition of federal, state, and local regulators and the retail food industry, the CRFC is modeled after the federal Model Food Code, developed by the federal Food and Drug Administration and updated every two years to reflect the latest scientific and evidence - based practices. Local Environmental Health Directors have primacy in the enforcement of the CRFC and focus their food facility inspections on minimizing food -borne illness risk factors and maximizing public health interventions. CRFC inspection fees range from $150-$750 per inspection, depending on the size of the facility. a) California's Cottage Food Law. In 2012, California enacted the California Homemade Food Act, also commonly known as the cottage food law. Thousands of small food businesses were formed under the law during its first year of implementation. However, the Homemade Food Act only allows certain nonpotentially hazardous foods such as breads, pies, fruit jams, and numerous dried foods to be made in a home kitchen and offered for sale. Selling hot meals, green salads, frozen foods, and many other foods prepared in a home kitchen are not allowed under the law. These foods must be made in an inspected commercial kitchen. The CRFC does not allow a home kitchen to be used as a commercial kitchen except under the parameters of the Homemade Food Act and very narrow occasional exceptions for bake sales organized by charitable organizations. Many consumers and food producers alike would prefer for the law to allow sales of homemade foods that are currently not allowed under the Homemade Food Act. b) Foodborne Illnesses. According to estimates from the federal Centers for Disease Control and Prevention (CDC), one in six, or 48 million Americans will contract a foodborne illness this year. Most healthy individuals will May 23, 2017 Contra Costa County Board of Supervisors 1274 experience mild to moderate symptoms like diarrhea or vomiting depending on the specific organism. However, individuals with weakened immune systems, the very young, and the elderly are most susceptible to severe illnesses like blood infections, paralysis, and organ failure. CDC estimates that nationally, nearly 128,000 people will be hospitalized and 3,000 people will die as a result of a foodborne illness infection. There are 31 primary foodborne pathogens known to cause illness in humans. 3) SUPPORT. Supporters argue that this bill will enable home cooks, who are mostly women, immigrants, and people of color, to use their skills to generate income. Without the fear of fines, thousands of existing home cooks will be able to openly access business education and training on safe food handling practices. Small-scale microenterprises are an important tool for those who may want to grow their business and who would not otherwise have access to sufficient capital to enter the commercial food industry. Finally, supporters say this bill will protect consumers by ensuring public officials have access to the kitchens where the food is prepared and protecting their rights to use existing public health reporting mechanisms if concerns arise. 4) SUPPORT IF AMENDED. The American Planning Association, California Chapter requests an amendment so that any change in a MEHKO that increases the scale or modifies the conditions of operation requires the approval of the local enforcement agency. 5) OPPOSITION. The California State Association of Counties (CSAC), Urban Counties of California, Rural County Representatives of California, County Health Executives Association of California, and Health Officers Association of California (HOAC) all oppose this bill because of tremendous concerns about the preparation of potentially hazardous foods in home kitchens. Cooking, cooling, and reheating foods, as well as ensuring appropriate hot and cold temperature controls, is challenging in a commercial kitchen even with staff training and appropriate equipment and facilities. This danger increases exponentially in a home kitchen. Opponents state that when food is purchased by the public, they expect it has been prepared within a legal framework to prevent pathogens. Opponents argue that this bill broadens the existing cottage food law in a way that would put the public at risk. Furthermore, the operation of these enterprises in residential neighborhoods raises a host of other issues relating to trash, parking, noise, wastewater, septic sizing, water sources, fire hazards, and Americans with Disabilities Act accessibility, making enforcement and oversight difficult for a number of local governmental entities. HOAC also argues that local inspectors do not have the same expertise when exami ning home kitchen equipment, and that home kitchens may be used or visited by pets, young children, guests and others without food handling training, all of which increases the risk of foodborne infections. 6) OPPOSE UNLESS AMENDED. a) The California Association of Environmental Health Administrators (CAEHA) and the California Conference of Directors of Environmental Health (CCDEH) oppose this bill unless it is amended to address significant public health and safety concerns. CAEHA reports that while many representatives of CCDEH are very skeptical that food prepared in and sold from a residential property can be done so safely and with little or no disruption to the neighborhood, CCDEH as a body has committed to work with the sponsors and author to explor e whether a pathway can be found to allow some limited food preparation and sales form private homes. To this end, CCDEH and CAEHA have taken a position of oppose unless several key issues are fully addressed. CAEHA states that it recognizes that there may be some economic and societal benefits to allowing restricted food preparation and sales from private homes, but is also acutely aware of the real and potentially serious risks associated with these enterprises, including: inadequate structural and equipment capacity to allow safe processing of potentially hazardous foods that require temperature control and protection against cross contamination; lack of adequate food safety training of amateur chefs and cooks; difficulty of regulatory oversight of operat ions based in private homes; and potential adverse neighborhood impact. Additional issues which CCDEH notes in a position statement on home kitchen operations include: assurance of strict liability for all engaged parties; including third -party intermediaries; ability to inspect; ability to recover costs; and, no formal opposition from HOAC, CSAC, and CRFSC. b) The Sustainable Economies Law Center (SELC), although it supports the concept of further legalizing homemade food, opposes this bill unless it is amended to prevent exploitation of cooks by third party tech platforms. SELC proposes that the state regulate third-party web platforms in the homemade food economy as an additional critical level of consumer protection and to promote economic justice. SELC would restrict the ownership and governance May 23, 2017 Contra Costa County Board of Supervisors 1275 of the web platforms and any other third party intermediaries to corporate structures that are owned and controlled by a group of stakeholders other than shareholders. Specifically, SELC argues that web platforms should be organized as one of the following: worker cooperative, consumer cooperative, nonprofit mutual benefit corporation, nonprofit public benefit corporation, or a government agency. The Ecology Center, the Oakland Food Policy Council, Sierra Harvest, Cooperation Richmond, the Berkeley Student Food Coop and many individuals have also written requesting amendments to this bill so that it ensures community ownership of web platforms that act as intermediaries in the sale of homemade food. 7) PREVIOUS LEGISLATION. a) AB 2593 (Brown) of 2016, was similar to this bill, was referred to the Assembly Health Committee but was not heard at the request of the author. b) AB 1616 (Gatto), Chapter 415, Statutes of 2012, enacted the California Homemade Food Act. 8) COMMENTS. The author has agreed to take all amendments that are included in CCDEH's position statement, as follows: a) Local governing bodies retain full discretion to allow or not allow such home kitchen operations; b) All local business license, land use, fire safety and zoning requirements are fully satisfied; c) A maximum number of meals to be prepared based on food preparation capacity (refrigeration storage, food storage, food preparation areas) that is prepared and provided for same day consump tion and limited to direct sales only; d) A maximum revenue income limit established at a level to ensure that such food operations are intended to serve as incubators or income augmentation and NOT to guarantee a living wage income that may result in the circumvention of the current and necessary commercial retail food safety requirements; e) Basic regulatory requirements that address food safety practices, procedures, and equipment commensurate with the proposed menu; f) Inclusion of additional food safety requirements, including but not limited to permitting and inspections, plan check approval, and food handler training; g) Consider the role of third party intermediaries (i.e. website platforms) to include permitting and data sharing to assist with the investigations of consumer complaints, foodborne illness outbreaks and recalls; h) Assurance of strict liability for all engaged parties, including third-party intermediaries; i) Ability to inspect, investigate, and take enforcement when necessary to assure compliance with requirements; j) Ability to recover costs for the inspection and enforcement of home kitchen operations; and k) No formal opposition from HOAC, CSAC, and CRFSC. 9) ADDITIONAL AMENDMENTS. The author proposes the following additional amendments: a) Require anyone doing delivery to have California ID on file with permit holder; b) Third party platforms must have a photo of delivery person if applicable; c) Delivery restricted to family members or employees; May 23, 2017 Contra Costa County Board of Supervisors 1276 d) Third party platforms cannot require cooks to work certain days of the week or a certain number of hours; e) Third party platforms cannot require cooks to prepare certain meals or items; and, f) Third Party Platforms must cooperate with enforcement officials, including shar ing information about cooks on their platform and removing cooks from a platform who have violated provisions of the Act. REGISTERED SUPPORT / OPPOSITION: Support Border Grill Cerplus Community Food and Justice Coalition Core Foods Flavors of Oakland Food Shift Forage Kitchen Gobee Group Growing Leaders LaCocina Maize Obsidian Farm People's Community Market Pit Stop Barbeque The Town Kitchen Several Individuals Opposition California State Association of Counties County Health Executives Association of California Health Officers Association of California Rural County Representatives of California Urban Counties of California May 23, 2017 Contra Costa County Board of Supervisors 1277 Analysis Prepared by: John Gilman / HEALTH / (916) 319-2097 Recommendation(s)/Next Step(s): CONSIDER recommending to the Board of Supervisors a position of "Oppose" on AB 626 (Garcia): Microenterprise Home Kitchen Operations, as recommended by the County Public Health Director and the County Environmental Health Director. May 23, 2017 Contra Costa County Board of Supervisors 1278 May 17, 2017 The Honorable Lorena Gonzalez Fletcher Chair, Assembly Appropriations Committee State Capitol, Room 2114 Sacramento, CA 95814 Re: AB 626 (E. Garcia): California Retail Food Code: microenterprise home kitchen operations As Amended May 2, 2017 – OPPOSE Set for Hearing on May 24, 2017 – Assembly Appropriations Committee Dear Assembly Member Gonzalez Fletcher: The California State Association of Counties (CSAC), Urban Counties of California (UCC), Rural County Representatives of California (RCRC), County Health Executives Association of California (CHEAC), and Health Officers Association of California (HOAC) regretfully must OPPOSE AB 626 by Assembly Member Eduardo Garcia, which would allow for the sale of food directly to consumers from private homes. Local public health and environmental health departments work diligently to prevent and reduce community exposure to costly foodborne illnesses. We have tremendous concerns about the preparation of potentially hazardous foods in home kitchens. Home kitchens are not built to the same code as commercial kitchens and cannot be inspected as thoroughly. Therefore, meals sold out of home kitchens have an increased risk of causing outbreaks of foodborne illness. Foodborne illnesses from potentially hazardous foods can often result in missed work, extensive treatment, hospitalization, and even death. According to the United States Department of Agriculture (USDA), six common foodborne illnesses in California resulted in over $50 million in medical costs alone in 2015. Expanding restaurant operations to home kitchens only stands to increase the frequency of foodborne illness, resulting in higher medical and lost productivity costs to California. May 23, 2017 Contra Costa County Board of Supervisors 1279 Furthermore, AB 626 poses significant costs to both the state and local governments. This measure threatens to exponentially increase California Department of Public Health (CDPH) costs associated with foodborne illness outbreak response, investigation, and laboratory resources. At the county level, local health departments are expected to incur increased costs of permitting microenterprise kitchens and investigating and responding to foodborne illness outbreaks. Under the current Cottage Food Program, health departments have consistently determined the cost associated with registration, permitting, accounting, and enforcement far exceeds the permitting fees collected and must rely on resources in already-strained health department budgets. When outbreaks do occur, epidemiologists must conduct thorough investigations that can take local health departments weeks, months, or even years to complete, thus further impacting local resources. It is for these reasons that we must oppose AB 626 (E. Garcia). For more information, please reference our attached AB 626 Financial Fact Sheet. Sincerely, Cara Martinson Legislative Representative California State Association of Counties (CSAC) Jolena Voorhis Executive Director Urban Counties of California (UCC) Tracy Rhine Legislative Advocate Rural County Representatives of California (RCRC) Michelle Gibbons Executive Director County Health Executives Association of California (CHEAC) Kat DeBurgh Executive Director Health Officers Association of California (HOAC) May 23, 2017 Contra Costa County Board of Supervisors 1280 cc: The Honorable Eduardo Garcia, Member, California State Assembly Honorable Members, Assembly Appropriations Committee Lisa Murawski, Consultant, Assembly Appropriations Committee Peter Anderson, Consultant, Assembly Republican Caucus May 23, 2017 Contra Costa County Board of Supervisors 1281 RECOMMENDATION(S): ADOPT Position Adjustment Number No. 22071 to add add one (1) Information Systems Technician I (LTWB) (represented) position at salary plan and grade TB5 1408 ($4,667 - $5,672) and cancel one (1) vacant Information Systems Specialist I (LTWA) (represented) position #16191 at salary plan and grade TB5 1244 ($3,967-$4,822) in the Department of Information Technology. FISCAL IMPACT: This transaction will result in an additional cost of $15,000 to the Department. The Department of Information Technology charges for all services and these charges will be recovered through service fees charged to user departments that include revenue generated from non-general fund departments and other public agencies. BACKGROUND: Due to a change in job responsibilities, the Information Technology department needs to add one Information Systems Technician I position and cancel one Information Systems Specialist I position #16191 (vacant). The Customer Services Unit of the Department of Information Technology (DoIT) provides first level technical support for the County’s IBM System Z10 Enterprise mainframe, network printers, VPN access, Payroll ePay, and Granicus recording of Board Supervisor meetings. Customer Services staff manage the DoIT’s help desk call center and the county’s 150+ Wi-Fi wireless routers that are deployed at most county buildings. They also monitor 200+ APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Edward Woo, CIO (925) 383-2688 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: Rolanda Hartfield, Deputy cc: C. 46 To:Board of Supervisors From:Ed Woo, Chief Information Officer Date:May 23, 2017 Contra Costa County Subject:Add Information Systems Technician I, Cancel Information Systems Specialist I Position in DoIT May 23, 2017 Contra Costa County Board of Supervisors 1282 BACKGROUND: (CONT'D) Windows servers, web services and backup appliances that are located in the County's data center for potential hardware or network failure. Based on the ongoing need for services, we are seeking to add and fill a position in the Customer Services Unit of DoIT to be able to provide these services from 6:00 AM to 6:00 PM. After analyzing the available job classes, we determined that the best match for this position is the Information Systems Technician I. Based on the positions preponderance of duties assigned, responsibilities, and level of duties, DoIT recommends adding an Information Systems Technician I (LTWB) position and canceling the Information Systems Specialist I position #16191. CONSEQUENCE OF NEGATIVE ACTION: If this action is not approved, this position will not be properly classified based on assigned duties and responsibilities of the position. AGENDA ATTACHMENTS P300 22071 Add IS Tech II & Cancel ISS I in DoIT MINUTES ATTACHMENTS Signed P300 22071 May 23, 2017 Contra Costa County Board of Supervisors 1283 POSITION ADJUSTMENT REQUEST NO. 22071 DATE 4/19/2017 Department No./ Department DoIT Budget Unit No. 0147 Org No. 1050 Agency No. A03 Action Requested: Add one Information Systems Technician I (LTWB) (represented) position ($4,667-$5,672) and cancel one vacant Information Systems Specialist I (LTWA) position #16191 ($3,967-$4,822) in the Customer Services division of the Department of Information Technology. Proposed Effective Date: 5/1/2017 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 $15,540.00 Net County Cost $0.00 Total this FY $2,590.00 N.C.C. this FY $0.00 SOURCE OF FUNDING TO OFFSET ADJUSTMENT Departments Customer Service Budget offset by fees charged Department must initiate necessary adjustment and submit to CAO. Use additional sheet for further explanations or comments. Edward Woo ______________________________________ (for) Department Head REVIEWED BY CAO AND RELEASED TO HUMAN RESOURCES DEPARTMENT /s/ Julie DiMaggio Enea 4/25/2017 ___________________________________ ________________ Deputy County Administrator Date HUMAN RESOURCES DEPARTMENT RECOMMENDATIONS DATE 5/5/2017 Add one (1) Information Systems Technician I (LTWB) (represented) position at salary plan and grade TB5 1408 ($4,667- $5,672) and cancel one vacant Information Systems Specialist I (LTWA) position #16191 at salary plan and grade TB5 1244 ($3,967-$4,822) in the Customer Services division of the Department of Information Technology. Amend Resolution 71/17 establishing positions and resolutions allocating classes to the Basic / Exempt salary schedule. Effective: Day following Board Action. (Date) Marta Goc 5/5/2017 ___________________________________ ________________ (for) Director of Human Resources Date COUNTY ADMINISTRATOR RECOMMENDATION: DATE 5/17/17 Approve Recommendation of Director of Human Resources Disapprove Recommendation of Director of Human Resources /s/ Julie DiMaggio Enea 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 May 23, 2017 Contra Costa County Board of Supervisors 1284 REQUEST FOR PROJECT POSITIONS Department Date 5/17/2017 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 May 23, 2017 Contra Costa County Board of Supervisors 1285 May 23, 2017 Contra Costa County Board of Supervisors 1286 May 23, 2017 Contra Costa County Board of Supervisors 1287 RECOMMENDATION(S): ADOPT Position Adjustment Resolution No. 22055 to add one (1) Administrative Analyst (APWA) (represented) position at salary plan and grade ZB5 1277 ($4,099 - $4,982) and cancel one (1) Clerk-Specialist Level (JWXD) (represented) vacant position #5957 at salary plan and grade 3RX 1156 ($3,627 - $4,632) in the Animal Services Department. FISCAL IMPACT: Upon approval, the approximate cost of this action will be $1,193 for fiscal year 2016/17. This position will include an additional annual expense of $7,157. This position will be funded by 32% User Fees, 31% City Revenue, 37% County General Fund. The revenue to support this position will be continued in Fiscal year 2017/18. BACKGROUND: The Animal Services Department has encountered considerable growth in the past few years, which has caused an increase in the volume of recruitment and hiring. In order to manage the high volume of administrative work associated with this growth, the department has identified APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Arturo Castillo (925) 608-8404 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: Rolanda Hartfield, Deputy cc: Arturo Castillo C. 45 To:Board of Supervisors From:Beth Ward, Animal Services Director Date:May 23, 2017 Contra Costa County Subject:Add one (1) Administrative Analyst (APWA) position and cancel one (1) Clerk-Specialist (JWXD) posititon May 23, 2017 Contra Costa County Board of Supervisors 1288 BACKGROUND: (CONT'D) a need for an Administrative Analyst to support its financial and personnel unit. This position will be responsible for managing and monitoring the department's recruitment, hiring, and financial analysis projects. In an effort to offset the cost associated with adding this position, the department has requested to cancel one Clerk-Specialist position that has been vacant for a year and a half. CONSEQUENCE OF NEGATIVE ACTION: The Animal Services Department will not be able to efficiently process the increased volume of both financial and personnel projects and transactions. This will negatively impact the department's administration operations, causing delays in addressing hiring needs and leaving the department understaffed. CHILDREN'S IMPACT STATEMENT: None. AGENDA ATTACHMENTS P300 No. 22055 ASD MINUTES ATTACHMENTS Signed P300 22055 May 23, 2017 Contra Costa County Board of Supervisors 1289 POSITION ADJUSTMENT REQUEST NO. 22055 DATE 4/4/2017 Department No./ Department Animal Services Budget Unit No. 0366 Org No. 3340 Agency No. 36 Action Requested: Add one Administrative Analyst (APWA) (represented) position ($4,099 - $4,982) and CANCEL one Clerk- Specialist Level (represented) vacant position ($3,627 - $4,632) in the Animal Services Department. Proposed Effective Date: 5/1/2017 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 $7,157.00 Net County Cost $7,157.00 Total this FY $1,193.00 N.C.C. this FY $1,193.00 SOURCE OF FUNDING TO OFFSET ADJUSTMENT 32% User fees, 31% City revenues, 37% General Fund. Department must initiate necessary adjustment and submit to CAO. Use additional sheet for further explanations or comments. Arturo Castillo ______________________________________ (for) Department Head REVIEWED BY CAO AND RELEASED TO HUMAN RESOURCES DEPARTMENT Kevin J. Corrigan 4/13/2017 ___________________________________ ________________ Deputy County Administrator Date HUMAN RESOURCES DEPARTMENT RECOMMENDATIONS DATE 4/25/2017 Add one (1) Administrative Analyst (APWA) (represented) position at salary plan and grade ZB5 1277 ($4,099 - $4,982) and cancel one (1) Clerk-Specialist Level (JWXD) (represented) vacant position #5957 at salary plan and grade 3RX 1156 ($3,627 - $4,632) Amend Resolution 71/17 establishing positions and resolutions allocating classes to the Basic / Exempt salary schedule. Effective: Day following Board Action. (Date) Lauren Ludwig 4/25/2017 ___________________________________ ________________ (for) Director of Human Resources Date COUNTY ADMINISTRATOR RECOMMENDATION: DATE 5/16/2017 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 May 23, 2017 Contra Costa County Board of Supervisors 1290 REQUEST FOR PROJECT POSITIONS Department Date 5/16/2017 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 May 23, 2017 Contra Costa County Board of Supervisors 1291 May 23, 2017 Contra Costa County Board of Supervisors 1292 May 23, 2017 Contra Costa County Board of Supervisors 1293 RECOMMENDATION(S): ADOPT Position Adjustment Resolution No.22041 to add one (1) Environmental Analyst II (5RVA) (represented) position at salary plan and grade ZB5 1548 ($5,360-$6,515), and cancel one (1) Planner II (5AVA) (represented) vacant position No. 6697 at salary plan and grade ZA5 1547 ($5,355-$6,509) in the Public Works Department. FISCAL IMPACT: No fiscal impact. BACKGROUND: In 2012, the Public Works Department formed the Environmental Services Division which took over all aspects of Environmental Policy planning from the Engineering Services Division. Prior to year 2012, one Planner II position performed environmental analyst duties. On October 1, 2016, the Planner II incumbent transferred into a vacant Environmental Analyst II position leaving vacant the Planner II position. The department determined that the work in the Environmental APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Kelli Zenn, (925) 313-2108 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: Rolanda Hartfield, Deputy cc: Kelli Zenn C. 42 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:ADD one Environmental Analyst II position and CANCEL one Planner II position in the Public Works Department. May 23, 2017 Contra Costa County Board of Supervisors 1294 BACKGROUND: (CONT'D) Services Division are duties appropriately categorized by the Environmental Analyst classification and not Planner II. Thus, in the effort to properly classify the vacant position in the division, Public Works Department request to cancel the Planner II position and add one Environmental Analyst II position so all positions in the Environmental Services Division are appropriately classified. CONSEQUENCE OF NEGATIVE ACTION: If this action is not carried out, any incumbent classified as a Planner II would not have the ability to promote in the flexibly staffed series of the Environmental Analyst job series. AGENDA ATTACHMENTS AIR 27553 P300 22041 Add and cancel MINUTES ATTACHMENTS Signed P300 22041 May 23, 2017 Contra Costa County Board of Supervisors 1295 POSITION ADJUSTMENT REQUEST NO. 22041 DATE 10/20/2016 Department No./ Department Public Works Budget Unit No. 0650 Org No. 4523 Agency No. A65 Action Requested: ADD one Environmental Analyst II position and CANCEL one Planner II vacant position (#6697) in the Public Works Department. Proposed Effective Date: 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 $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 No Cost Department must initiate necessary adjustment and submit to CAO. Use additional sheet for further explanations or comments. Julia R. Bueren ______________________________________ (for) Department Head REVIEWED BY CAO AND RELEASED TO HUMAN RESOURCES DEPARTMENT Laura Strobel 3/15/2017 ___________________________________ ________________ Deputy County Administrator Date HUMAN RESOURCES DEPARTMENT RECOMMENDATIONS DATE 5/10/2017 Add one (1) Environmental Analyst II (5RVA) (represented) position at salary plan and grade ZB5 1548 ($5,360-$6,515), and cancel one (1) Planner II (5AVA) (represented) vacant position No. 6697 at salary plan and grade ZA5 1547 ($5,355-$6,509) Amend Resolution 71/17 establishing positions and resolutions allocating classes to the Basic / Exempt salary schedule. Effective: Day following Board Action. (Date) Eva Barrios 5/10/2017 ___________________________________ ________________ (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 May 23, 2017 Contra Costa County Board of Supervisors 1296 REQUEST FOR PROJECT POSITIONS Department Date 5/11/2017 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 May 23, 2017 Contra Costa County Board of Supervisors 1297 May 23, 2017 Contra Costa County Board of Supervisors 1298 May 23, 2017 Contra Costa County Board of Supervisors 1299 RECOMMENDATION(S): ADOPT Position Adjustment Resolution No. 22070 to add one (1) Safety Services Manager (AJFA) (represented) position at salary plan and grade level ZA5 1608 ($5,688 - $6,914) in the Health Services Department. FISCAL IMPACT: Upon approval, this action has an annual cost of approximately $135,109 with estimated pension costs of $29,456 already included. The entire cost is offset by Hospital Enterprise Fund I revenues. BACKGROUND: Per the California Department of Occupational Safety and Health Administration (Cal-OSHA), the Health Services Department is now required to establish specific standards to address workplace violence. The recently adopted regulation mandates a comprehensive workplace violence prevention program in all healthcare facilities and providers which includes the County's hospital and its health centers, all health field workers, and mobile health clinics. The Safety Services Manager will be primarily responsible for APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Jo-Anne Linares, (925) 957-5240 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: Rolanda Hartfield, Deputy cc: C. 43 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Add one Safety Services Manager position in the Health Services Department May 23, 2017 Contra Costa County Board of Supervisors 1300 BACKGROUND: (CONT'D) developing and implementing the program infrastructure to include worksite analysis and hazard identification, management commitment and worker participation, safety and health training, recordkeeping and reporting of employee concerns. In addition, the incumbent will be managing the Department's Injury Illness and Prevention Program and also designated as the Safety Coordinator working closely with Risk Management and Department managers to mitigate loss to the County. The addition of the Safety Services Manager position will ensure the Department is making every effort to promote and maintain a safe work environment. CONSEQUENCE OF NEGATIVE ACTION: If this action is not approved, the Department will not have adequate staff to implement and manage the Workplace Violence Prevention Program as required by Cal-OSHA. AGENDA ATTACHMENTS P300 No. 22070 HSD MINUTES ATTACHMENTS Signed P300 22070 May 23, 2017 Contra Costa County Board of Supervisors 1301 POSITION ADJUSTMENT REQUEST NO. 22070 DATE 3/17/2017 Department No./ Department Health Services Budget Unit No. 0540 Org No. 6547 Agency No. A18 Action Requested: Add one Safety Services Manager (AJFA) position in the Health Services Department. Proposed Effective Date: 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 $135,108.60 Net County Cost Total this FY $22,518.102 N.C.C. this FY SOURCE OF FUNDING TO OFFSET ADJUSTMENT 100% Enterprise Fund One Revenue Department must initiate necessary adjustment and submit to CAO. Use additional sheet for further explanations or comments. Jo-Anne Linares ______________________________________ (for) Department Head REVIEWED BY CAO AND RELEASED TO HUMAN RESOURCES DEPARTMENT Enid Mendoza 4/25/2017 ___________________________________ ________________ Deputy County Administrator Date HUMAN RESOURCES DEPARTMENT RECOMMENDATIONS DATE 5/10/2017 Add one Safety Services Manager (AJFA) position at salary plan and grade level ZA5 1608 ($5,688 - $6,914) Amend Resolution 71/17 establishing positions and resolutions allocating classes to the Basic / Exempt salary schedule. Effective: Day following Board Action. (Date) Marta Goc 5/10/2017 ___________________________________ ________________ (for) Director of Human Resources Date COUNTY ADMINISTRATOR RECOMMENDATION: DATE 5/18/2017 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 May 23, 2017 Contra Costa County Board of Supervisors 1302 REQUEST FOR PROJECT POSITIONS Department Date 5/18/2017 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 May 23, 2017 Contra Costa County Board of Supervisors 1303 May 23, 2017 Contra Costa County Board of Supervisors 1304 May 23, 2017 Contra Costa County Board of Supervisors 1305 RECOMMENDATION(S): ADOPT Position Adjustment Resolution No. 22076 to add one (1) full time Assistant Director-Project (9MD3) (unrepresented) position at salary plan and grade C85 1633 ($5,833 - $7,090), two (2) full time Comprehensive Services Assistant Manager-Project (9MS7) (unrepresented) positions at salary plan and grade C85 1208 ($3,829 - $4,655), one (1) full time Accountant I (SAWA) (represented) position at salary plan and grade ZB5 1332 ($4,328-$5,261), and four (4) full time Clerk Experienced Level (JWXB) (represented) positions at salary plan and grade 3RH 0750 ($2,905 - $3,605) in the Employment and Human Services Department, Community Services Bureau. FISCAL IMPACT: Upon approval, this action will result in an annual cost of approximately $693,508, of which $134,026 represents annual pension costs. The cost of these positions will be funded through an Early Head Start Grant awarded to Community Services Bureau. This action has no impact to County General Fund. The Department of Health and Human Services Administration for Children and Families Notice of Award dated 3/20/2017 is attached. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Reni Radeva (925) 681-6321; rradeva@ehsd.cccounty.us 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: Rolanda Hartfield, Deputy cc: Reni Radeva C. 44 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Add Positions to Employment and Human Services Department, Community Services Bureau May 23, 2017 Contra Costa County Board of Supervisors 1306 BACKGROUND: The grant is to provide services to 190 infants and toddlers county wide. Community Services Bureau (CSB) will serve these children through a partnership with community based child care agencies throughout the County. The Assistant Director-Project and the Comprehensive Services Assistant Managers-Project will be responsible to administer the grant, provide comprehensive services to the enrolled families, monitor and provide training and technical assistance to the partnership agencies, ensure compliance with the Head Start/Early Head Start Regulations and with the conditions of the grant. Clerks will ensure that critical data is captured and reports are generated on families and specific areas of the program as needed. An Accountant I will be responsible to ensure financial accountability and fiscal reporting to the Health and Human Services Administration for Children and Families. The grant is for the period March 1, 2017 through August 31, 2021. It is expected that his grant award will become part of CSB's base grant. CONSEQUENCE OF NEGATIVE ACTION: Failure to obtain Board approval will not allow Community Services Bureau to fulfill its grant obligations and provide services needed in the community. This may result in refunding of the grant and the Bureau will be required to return the Award to the Department of Health and Human Services Administration for Children and Families. CHILDREN'S IMPACT STATEMENT: Community Services Bureau supports all five outcomes established by the Children's Report Card: (1) Children Ready for and Succeeding in School; (2) Children and Youth Healthy and Preparing for Productive Adulthood; (3) Families that are Economically Self Sufficient; (4) Families that are Safe, Stable and Nurturing; ) Communities that are Safe and Provide a High Quality of Life for Children and Families The requested action will better support all five outcomes. AGENDA ATTACHMENTS Grant Award P300 No. 22076 EHSD CSB MINUTES ATTACHMENTS Signed P300 22076 May 23, 2017 Contra Costa County Board of Supervisors 1307 May 23, 2017 Contra Costa County Board of Supervisors 1308 May 23, 2017 Contra Costa County Board of Supervisors 1309 May 23, 2017 Contra Costa County Board of Supervisors 1310 May 23, 2017 Contra Costa County Board of Supervisors 1311 POSITION ADJUSTMENT REQUEST NO. 22076 DATE 3/21/2017 Department No./ Department EHSD Budget Unit No. 0588 Org No. 1462 Agency No. 019 Action Requested: Add (1) Assistant Director-Project (9MD3), (2) Comprehensive Services Assistant Manager-Project (9MS7), (not-represented) positions and (1) Accountant I (SAWA), and (4) Clerk Experience Level (JWXB) (represented) positions in Employment and Human Services Department/Community Services Bureau. Proposed Effective Date: 6/1/2017 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 $693,508.00 Net County Cost $0.00 Total this FY $57,792.34 N.C.C. this FY 0 SOURCE OF FUNDING TO OFFSET ADJUSTMENT 100% Federal funding Department must initiate necessary adjustment and submit to CAO. Use additional sheet for further explanations or comments. Reni Radeva ______________________________________ (for) Department Head REVIEWED BY CAO AND RELEASED TO HUMAN RESOURCES DEPARTMENT Kevin J. Corrigan 4/27/2017 ___________________________________ ________________ Deputy County Administrator Date HUMAN RESOURCES DEPARTMENT RECOMMENDATIONS DATE 4/27/2017 Add (1) Asst Director-Project (9MD3) (unrepresented) position atsalary plan and grade C85 1633 ($5833-$7090);(2) Comprehensive Servs Asst Manager-Project (9MS7) (unrepresented) positions at salary plan and grade C85 1208 ($3829- $4655);(1) Accountant I (SAWA) (represented) position at salary plan and grade ZB5 1332 ($4328-$5261); (4) Clerk-ExpLevel (JWXB) (represented) at salary plan and grade 3RH 0750 ($2905-$3605) . Amend Resolution 71/17 establishing positions and resolutions allocating classes to the Basic / Exempt salary schedule. Effective: Day following Board Action. (Date) Otilia Parra 4/27/2017 ___________________________________ ________________ (for) Director of Human Resources Date COUNTY ADMINISTRATOR RECOMMENDATION: DATE 5/16/2017 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 May 23, 2017 Contra Costa County Board of Supervisors 1312 REQUEST FOR PROJECT POSITIONS Department Date 5/16/2017 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 May 23, 2017 Contra Costa County Board of Supervisors 1313 May 23, 2017 Contra Costa County Board of Supervisors 1314 May 23, 2017 Contra Costa County Board of Supervisors 1315 RECOMMENDATION(S): ADOPT Position Adjustment Resolution No. 22077 to establish the class of Human Resources Manager-Exempt (AGD4) (unrepresented) on the salary schedule at salary plan and grade B85 1954 ($8,016.12 - $10,742.37); add one (1) Human Resources Manager-Exempt (AGD4) (unrepresented) position; and cancel position number 12103, Assistant Director of Human Resources-Exempt, in the Human Resources Department. FISCAL IMPACT: Upon approval, these actions will result in approximate annual cost savings of $20,000. BACKGROUND: On October 16, 2016, Contra Costa County appointed a new Human Resources Director after the position had been vacant for two and one half years. Since that time, the Director has been reviewing the needs of the Human Resources Department, including its organizational structure. On March 15, 2017, the Assistant Human Resources Director left Contra Costa County to head the Human Resources Department for the City of Emeryville. While her departure is a loss to the County, it provides the opportunity to reorganize the management structure to meet the immediate needs and support the future needs of the department. The recommended change in management structure is to abolish the Employee Benefits Manager-Exempt and replace it with a Human Resources Manager-Exempt and add a Human APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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 (925) 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Dianne Dinsmore C. 47 To:Board of Supervisors From:Dianne Dinsmore, Human Resources Director Date:May 23, 2017 Contra Costa County Subject:Establish the classification of Human Resources Manager-Exempt May 23, 2017 Contra Costa County Board of Supervisors 1316 Resources Manager-Exempt position to the Personnel Services Unit. The incumbent Employee Benefits Manager-Exempt will be moved into the new classification. The reasons for the recommended reorganization are three-fold. 1. May 23, 2017 Contra Costa County Board of Supervisors 1317 BACKGROUND: (CONT'D) The Human Resources Department is made up of three divisions: 1) Employee Benefits Services Unit (EBSU; 2) Personnel Services Unit (PSU); and 3) Administration. Employee Benefits is led by the Employee Benefits Manager-Exempt. Personnel Services does not have a manager and as a result, a significant amount of the Assistant Human Resources Director’s time was spent overseeing the PSU. The department is undertaking several significant initiatives in PSU to modernize and streamline its services. Focused management is needed to plan, organize and drive the operations of the PSU. There is currently minimal crossover between the EBSU and PSU. As a result, there is a knowledge vacuum if an individual departs, which happened when the former Employee Benefits Manager left the County with short notice, jeopardizing the department’s ability to provide effective and compliant services. Establishing two Human Resources Managers will allow for crossover and knowledge transfer to minimize the impact of a departure and provide coverage during vacations and other absences. The Assistant Human Resources Director and Human Resources Director require knowledge of all aspects of Human Resources. The current structure does not support employee development and succession planning. Although one Human Resources Manager will have primary responsibility for PSU and one for EBSU, the Managers will be given assignments in both areas and cross-training will be employed to broaden and develop their skill-sets. CONSEQUENCE OF NEGATIVE ACTION: Without approval, the Human Resources Department organizational structure will not effectively meet its current and future organizational needs. AGENDA ATTACHMENTS P300 22077 MINUTES ATTACHMENTS Signed P300 22077 May 23, 2017 Contra Costa County Board of Supervisors 1318 POSITION ADJUSTMENT REQUEST NO. 22077 DATE 4/17/2017 Department No./ Department Human Resources Budget Unit No. 0035 Org No. 1300 Agency No. 05 Action Requested: Establish the classification of Human Resources Manager-Exempt; add one Human Resources Manager- Exempt position; reclassify one Employee Benefits Manager-Exempt and incumbent; and cancel position number 12103 (Assistant Director of Human Resources-Exempt). Proposed Effective Date: 5/10/2017 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 ($20,000.00) Net County Cost ($20,000.00) Total this FY ($2,000.00) N.C.C. this FY ($2,000.00) SOURCE OF FUNDING TO OFFSET ADJUSTMENT Salary Savings Department must initiate necessary adjustment and submit to CAO. Use additional sheet for further explanations or comments. Dianne Dinsmore ______________________________________ (for) Department Head REVIEWED BY CAO AND RELEASED TO HUMAN RESOURCES DEPARTMENT Laura Strobel 5/17/17 ___________________________________ ________________ Deputy County Administrator Date HUMAN RESOURCES DEPARTMENT RECOMMENDATIONS DATE 4/28/2017 Establish the class of Human Resources Manager-Exempt (AGD4) (unrepresented) on the salary schedule at salary plan and grade B85 1954 ($8,016.12 - $10,742.37); add one Human Resources Manager-Exempt (AGD4) (unrepresented) position; and cancel position number 12103 Amend Resolution 71/17 establishing positions and resolutions allocating classes to the Basic / Exempt salary schedule. Effective: Day following Board Action. (Date) MJ De Jesus-Saepharn 4/28/2017 ___________________________________ ________________ (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 May 23, 2017 Contra Costa County Board of Supervisors 1319 REQUEST FOR PROJECT POSITIONS Department Date 5/17/2017 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 May 23, 2017 Contra Costa County Board of Supervisors 1320 May 23, 2017 Contra Costa County Board of Supervisors 1321 May 23, 2017 Contra Costa County Board of Supervisors 1322 RECOMMENDATION(S): APPROVE and AUTHORIZE a Library Sublease and a Service Agreement with the City of San Pablo (City) for a term of eight years and six months that enables the County to operate the San Pablo Library located at 13751 San Pablo Avenue. The lease is for a term beginning September 1, 2017 and ending February 28, 2026 as set forth under the terms and conditions in the Library Sublease and Service Agreement. If the Master Lease is terminated prior to February 28, 2026, the Sublease will end on the termination date. AUTHORIZE the County Librarian, or designee, to execute the Library Sublease and Service Agreement on behalf of the County. FISCAL IMPACT: No fiscal impact BACKGROUND: The San Pablo Library is currently located at 2300 El Portal Drive in San Pablo. The City is currently leasing and rehabilitating a building located at 13751 San Pablo Avenue for the relocation of the library. In exchange for the use of the library premises, the County APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: Eric Angstadt, Assistant County Administrator C. 48 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:City of San Pablo Library Sublease & Service Agreement, 13751 San Pablo Ave, San Pablo May 23, 2017 Contra Costa County Board of Supervisors 1323 BACKGROUND: (CONT'D) will perform library services and related activities at the library during each term. The City will pay for and provide all maintenance, utilities, and janitorial services to the library. No rent is due or payable from the County. The Library Sublease and Services Agreement provide that the term will automatically renew at least one year in advance or terminate by notice from either party. CONSEQUENCE OF NEGATIVE ACTION: Failure to approve the Library Sublease and Service Agreement may reduce library services in the City of San Pablo. ATTACHMENTS City of San Pablo Library Sublease & Service Agreement May 23, 2017 Contra Costa County Board of Supervisors 1324 May 23, 2017 Contra Costa County Board of Supervisors 1325 May 23, 2017 Contra Costa County Board of Supervisors 1326 May 23, 2017 Contra Costa County Board of Supervisors 1327 May 23, 2017 Contra Costa County Board of Supervisors 1328 May 23, 2017 Contra Costa County Board of Supervisors 1329 May 23, 2017 Contra Costa County Board of Supervisors 1330 May 23, 2017 Contra Costa County Board of Supervisors 1331 May 23, 2017 Contra Costa County Board of Supervisors 1332 May 23, 2017 Contra Costa County Board of Supervisors 1333 May 23, 2017 Contra Costa County Board of Supervisors 1334 May 23, 2017 Contra Costa County Board of Supervisors 1335 May 23, 2017 Contra Costa County Board of Supervisors 1336 May 23, 2017 Contra Costa County Board of Supervisors 1337 May 23, 2017 Contra Costa County Board of Supervisors 1338 May 23, 2017 Contra Costa County Board of Supervisors 1339 May 23, 2017 Contra Costa County Board of Supervisors 1340 May 23, 2017 Contra Costa County Board of Supervisors 1341 RECOMMENDATION(S): APPROVE clarification of Board action on March 28, 2017 (C.29), which authorized a lease with RIO Properties I, LLC, for rentable office space at 2380 Bisso Lane in Concord, Suite B, for the Health Services Department, for an initial term of 14 years instead of 12 years, with no changes to any other terms and conditions set forth in the lease. FISCAL IMPACT: 100% Health Services Hospital Enterprise Fund BACKGROUND: On March 28, 2017, the Board of Supervisors approved a Lease with RIO Properties I, LLC, to relocate Health Services Department (HSD) current data center at 595 Center Avenue in Martinez to 2380 Bisso Lane in Concord Suite B. The March 28, 2017 Board Order incorrectly stated that the initial term of the lease was 12 years; the correct initial term of the lease is 14 years. CONSEQUENCE OF NEGATIVE ACTION: If this correction is not approved, the initial term of the lease will remain incorrect. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Julin Perez-Berntsen, (925) 313-2010 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: Stephanie Mello, Deputy cc: C. 51 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:Clarification of Board Order from March 28, 2017-Item #C.29, Lease with RIO Properties I, LLC May 23, 2017 Contra Costa County Board of Supervisors 1342 ATTACHMENTS BO Item #C.29 Lease & Work Ltr May 23, 2017 Contra Costa County Board of Supervisors 1343 BOARD DATE: May 23, 2017 DISTRICT: IV CATEGORY: Consent SUB-CATEGORY: Leases AGENDA LANGUAGE: APPROVE clarification of Board action on March 28, 2017 (C.29) which authorized the Public Works Director or designee to execute a Lease with RIO Properties I, LLC, for 14,041 square feet of rentable office space at 2380 Bisso Lane in Concord Suite B, for the Health Services Department, to reflect the correct initial term of the Lease as 14 years (100% General Fund). SUBJECT: Clarification of Board Order Item #C.29 from March 28, 2017, Lease with RIO Properties I, LLC RECOMMENDED ACTION: APPROVE clarification of Board action of March 28, 2017, (C.29) with RIO Properties I, LLC, to change the initial term of the Lease to read 14 years, instead of 12 years, with no changes to any other terms and conditions set forth in the Lease at 2380 Bisso Lane in Concord Suite B, for County’s Health Services Department – Information Technology Division. FISCAL IMPACT: 100% General Fund REASONS FOR RECOMMENDATIONS AND BACKGROUND: On March 28, 2017, the Board of Supervisors approved a Lease with RIO Properties I, LLC, to relocate Health Services Department (HSD) current data center at 595 Center Avenue in Martinez to 2380 Bisso Lane in Concord Suite B. The March 28, 2017 Board Order incorrectly stated that the initial term of the lease was 12 years; the correct initial term of the Lease is 14 years. CONSEQUENCES OF NEGATIVE ACTION: If this correction is not approved, the initial term of the Lease will remain incorrect. CONTACT: Julin Perez-Berntsen, (925) 313-2010 G:\realprop\Board Orders\2017\05 - May\05-23-17\Clarification of BO Item #C.29\BO.01 Clarification of BO Item #C.29.doc Attachment: Copy of Board Order Item #C.29 May 23, 2017 Contra Costa County Board of Supervisors 1344 RECOMMENDATION(S): DETERMINE that the conveyance of a public access easement (easement) to the City of San Pablo covering a portion of County property identified as Assessor’s Parcel No. 417-310-008, located off Gateway Avenue, San Pablo, in connection with the new Women, Infant, and Children (WIC) building, is exempt from review under the California Environmental Quality Act (CEQA), pursuant to Section 15061(b)(3) of the CEQA Guidelines. (Project No. WLG848) DIRECT the Director of Conservation and Development to file a Notice of Exemption with the County Clerk. AUTHORIZE the Public Works Director or designee to arrange for payment of a $25 fee to the Department of Conservation and Development for processing, and a $50 fee to the County Clerk for filing the Notice of Exemption. APPROVE and AUTHORIZE the Chair Board of Supervisors to execute the Public Access Easement pursuant to Government Code Section 25526.6. DETERMINE that the conveyance of said easement is in the public interest and will not substantially conflict or interfere with Contra Costa County’s (County) use of the property. DIRECT the Real Property Division APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Carmen Piña-Delgado (925) 313-2012 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: Stacey M. Boyd, Deputy cc: C. 49 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:Conveyance of a Public Access Easement to the City of San Pablo, San Pablo Area May 23, 2017 Contra Costa County Board of Supervisors 1345 RECOMMENDATION(S): (CONT'D) of the Public Works Department to deliver a certified copy of this Board Order and the Public Access Easement to the City of San Pablo for acceptance and recording in the office of the County Clerk-Recorder. FISCAL IMPACT: 100% Health Services General Fund BACKGROUND: On July 12, 2016, the Board of Supervisors approved a 10 year building lease with the City of San Pablo (City) to house the new Health Services Department’s WIC Program. For the past nine months, the City and County have met to design the exterior, interior, and surrounding parking lot with landscaping for the new WIC building, which the City will construct. Construction and site work is scheduled to begin in a few months with a completion date around September 2018. In order for the City to access the property, it has been determined that a public access easement will be required across the County’s property along Gateway Avenue. CONSEQUENCE OF NEGATIVE ACTION: The City of San Pablo will not be able to access the property and would have to re-direct Gateway Avenue and amend its master plan, which would cause delays in moving WIC from the old Richmond Health Clinic and both the City and County would incur additional costs in funding the project. AGENDA ATTACHMENTS City of San Pablo, Public Access Easement CEQA MINUTES ATTACHMENTS Signed: Public Access Easement May 23, 2017 Contra Costa County Board of Supervisors 1346 May 23, 2017 Contra Costa County Board of Supervisors 1347 May 23, 2017 Contra Costa County Board of Supervisors 1348 May 23, 2017 Contra Costa County Board of Supervisors 1349 May 23, 2017 Contra Costa County Board of Supervisors 1350 May 23, 2017 Contra Costa County Board of Supervisors 1351 May 23, 2017 Contra Costa County Board of Supervisors 1352 May 23, 2017 Contra Costa County Board of Supervisors 1353 May 23, 2017 Contra Costa County Board of Supervisors 1354 May 23, 2017 Contra Costa County Board of Supervisors 1355 May 23, 2017 Contra Costa County Board of Supervisors 1356 May 23, 2017 Contra Costa County Board of Supervisors 1357 May 23, 2017 Contra Costa County Board of Supervisors 1358 RECOMMENDATION(S): APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute, on behalf of the Public Works Director, a Blanket Purchase Order with Ray Morgan Company, in the amount of $340,000 for a Canon Vario Print 6160 Press, for the period June 1, 2017 to May 31, 2022, Countywide. FISCAL IMPACT: The cost of printing is initially charged to the General Fund but recovered through charges to the County departments. Print and Mail Services is a zero net County cost operation. BACKGROUND: The Canon Vario Print 6160 Press will replace the expired lease of the Xerox Nuvera 144 at a cost savings of $729 per month. Ray Morgan Company was selected because they are the largest local independent Canon Dealer with extensive local service staff and parts supplies. Ray Morgan will lock the lease rate and black click charge for the term of the contract. This Print Press is the only machine on the market that prints both sides of a sheet of paper at the same time, which saves time and money. CONSEQUENCE OF NEGATIVE ACTION: If this request is not approved, costs for printing may increase. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Marie Estrada 925. 646-5515 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: Stephanie Mello, Deputy cc: C. 50 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:Lease with Ray Morgan Co. for a Canon Vario Print Press May 23, 2017 Contra Costa County Board of Supervisors 1359 ATTACHMENTS Proposal May 23, 2017 Contra Costa County Board of Supervisors 1360 3131 Esplanade • Chico, CA 95973 • Phone: 530.343.6065 • Fax: 530.343.9470 The words User, Lessee, you and your refer to Customer. The words Owner, Lessor, we, us and our refer to Ray A. Morgan Company. CUSTOMER INFORMATION FULL LEGAL NAME STREET ADDRESS Contra Costa County Print and Mail 2366 Stanwell Circle #B CITY STATE ZIP PHONE FAX Concord CA 94520 925-646-5520 BILLING NAME (IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS CITY STATE ZIP E-MAIL dale.morseman@pw.cccounty.us EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE) EQUIPMENT DESCRIPTION MAKE/MODEL/ACCESSORIES SERIAL NO. STARTING METER Canon Vario Print 6160 2 See the attached Schedule A See the attached Billing Schedule TERM AND PAYMENT SCHEDULE 60 Payments* of $ 3394.60 The rent contract payment (“Payment”) period is monthly unless otherwise indicated. *plus applicable taxes Payment includes 0 B&W Images per month Overages billed monthly at $ 0.0034 per B&W image* Payment includes 0 Color Images per month Overages billed monthly at $ per Color image* Payment includes 0 Scans per month Overages billed monthly at $ per scan* Please check one: Meter Readings verified: Monthly Quarterly Other: (If nothing is selected, then Quarterly will be your Meter Reading option.) THIS IS A NONCANCELABLE / IRREVOCABLE AGREEMENT; THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED. OWNER ACCEPTANCE Ray A. Morgan Company OWNER SIGNATURE TITLE DATED CUSTOMER ACCEPTANCE By signing below, you certify that you have reviewed and do agree to all terms and conditions of this Agreement on this page and on page 2 attached hereto. X CUSTOMER (as referenced above) SIGNATURE TITLE DATED FEDERAL TAX I.D. # PRINT NAME ACCEPTANCE OF DELIVERY Purchase the Equipment for You certify that all the Equipment listed above has been furnished, that delivery and installation has been fully completed and is satisfactory. Upon you signing below, your promises herein will be irrevocable and unconditional in all respects. You understand that we have purchased the Equipment from the supplier, and you may contact the supplier for a full description of any warranty rights under the supply contract, which we hereby assign to you for the term of this Agreement (or until you default). Your approval as indicated below of our purchase of the Equipment from the supplier is a condition precedent to the effectiveness of this Agreement. X CUSTOMER (as referenced above) SIGNATURE TITLE DATE OF DELIVERY 29887 (2012 v1) Page 1 of 2 Rev. 01/28/2016 AGREEMENT NO. APPLICATION NO. Value Rental Lease Agreement May 23, 2017 Contra Costa County Board of Supervisors 1361 1. AGREEMENT: You agree to rent from us for business purposes only, the personal property described under “EQUIPMENT DESCRIPTION” ON PAGE 1 and/or attached Schedule and as modified by supplements to this Agreement from time to time signed by you and us (such property and any upgrades, replacements, parts, accessions, repairs and additions all referred herein as “Equipment”) and/or to finance certain licensed software and services (“Financed Items”, which are included in the word “Equipment” unless separately stated). You agree to all of the terms and conditions contained in th is Agreement and any supplement, which (with the acceptance certification) together represent the entire agreement regarding the Equipment ("Agreement") and which supersedes any purchase order or invoice. You authorize us to correct or insert missing Equipment identification information and to make corrections to your proper legal name and address, as it may be needed. This Agreement becomes valid upon execution by us and begins on the delivery date and acceptance of the Equipment. In order to provide for an orderly transaction and a uniform billing cycle, and unless otherwise specified, the “Effective Date” of this Agreement will be the 2 0th day of the month following the installation (for example, if the Equipment is installed on June 5th the Effective Date will be June 20th). You agree to pay a prorated rental amount for the period between the installation and the Effective Date (“Transition Billing”) based on the minimum usage payme nt prorated on a (30) thirty day calendar month which will be added to your first month invoice. In addition, should this Agreement replace a previous Ray A. Morgan Company generated equipment lease, a CLOSING BILL on the agreement being replaced, up to the installation date of the new equipment, will be sent approximately (10) days after delivery of the new equipment. You agree to pay this CLOSING BILL charges as they represent valid charges for product and services provided under the prior agreement up to the installation date of the new equipment. Unless otherwise stated in an addendum hereto, this Agreement will renew for 12-month term(s) unless you send us written notice 90 days before the end of any term that you want to return the Equipment. If any provision of this Agreement is declared unenforceable in any jurisdiction, the other provisions herein shall remain in full force and effect in that jurisdiction and all others. 2. RENT, TAXES AND FEES: You will pay the monthly Payment (as adjusted) when due, plus any applicable sales, use and property taxes. The base Payment will be adjusted proportionately upward or downward: (1) by up to 10% to accommodate changes in the actual Equipment cost; (2) if the shipping charges or taxes differ from the estimate given to you; and (3) to comply with the tax laws of the state in which the Equipment is located. If we pay any taxes, insurance or other expenses that you owe hereunder, you agree to reimburse us when we request and to pay us a processing fee for each expense or charge we pay on your behalf. We may charge you for any filing fees required by the Uniform Commercial Code (UCC) or other laws, which fees vary state-to-state. By the date the first Payment is due, you agree to pay us an origination fee, as shown on our invoice or addendum, to cover us for all closing costs. We will have the right to apply all sums, received from you, to any amounts due and owed to us under the terms of this Agreement. If for any reason your check is returned for nonpayment, you will pay us a bad check charge of $20 or, if less, the maximum charge allowed by law. We may make a profit on any fees, estimated tax payments and other charges paid under this Agreement. 3. MAINTENANCE AND LOCATION OF EQUIPMENT; SECURITY INTEREST: At your expense, you agree to keep the Equipment: in good repair, condition and working order, in compliance with applicable manufacturers’ and regulatory standards; free and clear of all liens and claims; and only at your address shown on page 1, and you agree not to move it unless we agree. As long as you have given us the written notice as required in paragraph 1 prior to the expiration or termination of this Agreement’s term, you will return all but not less than all of the Equipment and all related manuals and use and maintenance records to a location we specify, at your expense, in retail re-saleable condition, full working order and complete repair. You are solely responsible for removing any data that may reside in the Equipment you return (and all expenses associated with its removal), including but not limited to hard drives, disk drives or any other form of memory. We own the Equipment, excluding any Financed Items. We do not own the Financed Items and cannot transfer any interest in it to you. If this Agreement is deemed to be a secured transaction, you grant us a security interest in the Equipment to secure all amounts you owe us under any agreement with us, and you authorize us to file a financing statement (UCC-1). You will not change your state of organization, headquarters or residence without providing prior written notice to us so that we may amend or file a new UCC-1. You will notify us within 30 days if your state of organization revokes or terminates your existence. 4. COLLATERAL PROTECTION; INSURANCE; INDEMNITY; LOSS OR DAMAGE: You agree to keep the Equipment fully insured against risk and loss, with us as lender’s loss payee, in an amount not less than the original cost until th is Agreement is terminated. You also agree to obtain a general public liability insurance policy with such coverage and from such insurance carrier as shall be satisfactory to us and to include us as an additional insured on the policy. Your insurance policy(s) will provide for 10 days advance written notice to us of any modification or cancellation. You agree to provide us certificates or other evidence of insurance acceptable to us. If you fail to comply with this requirement within 30 days after the start of this Agreement, we may charge you a monthly property damage surcharge of up to .0035 of the Equipment cost as a result of our credit risk and administrative and other costs, as would be further described on a letter from us to you. We may make a profit on this program. NOTHING IN THIS PARAGRAPH WILL RELIEVE YOU OF RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT. We are not responsible for, and you agree to hold us harmless and reimburse us for and to defend on our behalf against, any claim for any loss, expense, liability or injury caused by or in any way related to delivery, installation, possession, ownership, use, condition, inspection, removal, return or storage of the Equipment. You are responsible for the risk of loss or for any destruction of or damage to the Equipment. You agree to promptly notify us in writing of any loss or damage. If the Equipment is destroyed and we have not otherwise agreed in writing, you will pay to us the unpaid balance of this Agreement, including any future rent to the end of the term plus the anticipated residual value of the Equipment (both discounted at 2%). Any proceeds of insurance will be paid to us and credited against any loss or damage. All indemnities will survive the expiration or termination of this Agreement. 5. ASSIGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT, without our prior written consent. Without our prior written consent, you shall not reorganize or merge with any other entity or transfer all or a substantial part of your ownership interests or assets. We may sell, assign, or transfer this Agreement without notice. You agree that if we sell, assign or transfer this Agreement, our assignee will have the same rights and benefits that we have now and will not have to perform any of our obligations. You agree that the new Owner will not be subject to any claims, defenses, or offsets that you may have against us. You shall cooperate with us in executing any documentation reasonably required by us or our assignee to effectuate any such assignment. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. 6. DEFAULT AND REMEDIES: You will be in default if: (a) you do not pay any Payment or other sum due to us or when due or if you fail to perform in accordance with the covenants, terms and conditions of this Agreement or any other agreement with us or any of our affiliates, (b) you make or have made any false statement or misrepresentation to us, (c) the re has been a material adverse change in your or any guarantor’s financial, business or operating condition, or (d) any guarantor defaults under any guaranty for this Agreement. If any part of a Payment is more than 5 days late, you agree to pay a late charge of 10% of the Payment which is late, or if less, the maximum charge allowed by law. If you are ever in default, at our option, we can terminate this Agreement and require that you pay the unpaid balance of this Agreement, including any future Payments to the end of the term plus the anticipated residual value of the Equipment (both discounted at 2%). We may recover default interest on any unpaid amount at the rate of 12% per year. Concurrently and cumulatively, we may also use any or all of the remedies available to us under Articles 2A and 9 of the UCC and any other law, including requiring that you: (1) return the Equipment to us to a location we specify; and (2) immediately stop using any Financed Items. In addition, we will have the right, immediately and without notice or other action, to set-off against any of your liabilities to us any money, including depository account balances, owed by us to you, whether or not due. In the event of any dispute or enforcement of rights under this Agreement or any related agreement, you agree to pay our reasonable attorney's fees (including any incurred before or at trial, on appeal or in any other proceeding), actual court costs and any other collection costs, including any collection agency fee. If we have to take possession of the Equipment, you agree to pay the costs of repossession, moving, storage, repair and sale. The net proceeds of the sale of any Equipment will be credited against what you owe us under this Agreement. YOU AGREE THAT WE WILL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES FOR ANY DEFAULT, ACT OR OMISSION BY ANYONE. Any delay or failure to enforce our rights under this Agreement will not prevent us from enforcing any rights at a later time. You agree that this Agreement is a "Finance Lease" as defined by Article 2A of the UCC and your rights and remedies are governed exclusively by this Agreement. You waive all rights under sections 2A-508 through 522 of the UCC. If interest is charged or collected in excess of the maximum lawful rate, we will not be subject to any penalties. 7. INSPECTIONS AND REPORTS: We will have the right, at any reasonable time, to inspect the Equipment and any documents relating to its use, maintenance and repair. You agree to provide updated annual and/or quarterly financial statements to us upon request. 8. FAXED OR SCANNED DOCUMENTS, MISC.: You agree to submit the original duly-signed documents to us via overnight courier the same day of the facsimile or scanned transmission of the documents. Any faxed or scanned copy may be considered the original, and you waive the right to challenge in court the authenticity or binding effect of any faxed or scanned copy or signature thereon. You agree to execute any further documents that we may request to carry out the intents and purposes of this Agreement. All notices shall be mailed or delivered by facsimile transmission or overnight courier to the respective parties at the addresses shown on this Agreement or such other address as a party may provide in writing from time to time. 9. WARRANTY DISCLAIMERS: YOU AGREE THAT YOU HAVE SELECTED THE SUPPLIER AND EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND YOU DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US. WE DO NOT TAKE RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT. THE SUPPLIER IS NOT AN AGENT OF OURS AND WE ARE NOT AN AGENT OF THE SUPPLIER, AND NOTHING THE SUPPLIER STATES OR DOES CAN AFFECT YOUR OBLIGATION UNDER THIS AGREEMENT. YOU WILL CONTINUE TO MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER, LICENSOR OR MANUFACTURER, AND ANY FAILURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR OBLIGATIONS TO US UNDER THIS AGREEMENT. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OF, AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, QUALITY, ADEQUACY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, FUNCTION, DEFECTS, OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT, ANY ASSOCIATED SOFTWARE AND ANY FINANCED ITEMS. 10. LAW, JURY WAIVER: Agreements, promises and commitments made by Owner, concerning loans and other credit extensions must be in writing, express consideration and be signed by Owner to be enforceable. This Agreement may be modified only by written agreement and not by course of performance. This Agreement will be governed by and construed in accordance with the law of the state of the principal place of business of Owner or its assignee. You consent to jurisdiction and venue of any state or federal court in the state the Owner or its assignee has its principal place of business. For any action arising out of or relating to this Agreement or the Equipment, YOU AND WE WAIVE ALL RIGHTS TO A TRIAL BY JURY. 11. MAINTENANCE AND SUPPLIES: The charges established by this Agreement include payment for the use of the designated Equipment, accessories, maintenance by supplier during normal business hours, inspection, adjustment, parts replacement, drums and cleaning material required for the proper operation, as well as black toner, color toner and developer as defined by the Manufacturer's Published Yield per Container. Additional toner will be billed separately. Paper, media, staples and clear toner, if any is required by your particular equipment model, must be separately purchased by the customer. If necessary, the service and supply portion of this Agreement may be assigned by us. We may charge you a supply freight fee to cover our costs of shipping supplies to you. Customer has been informed that a surge protector is recommended to protect their electronic investment from harmful high voltage power disturbances. Said surge protectors should have network protection when connected in a network environment. Units that provide network protection are available through Ray A. Morgan Company. Customer responsible for providing manufacturer recommended adequate power supply. Check one of the following: purchased Has existing Declined and will be responsible for damage caused by not having a surge protector. 12. OVERAGES AND COST ADJUSTMENTS: You agree to comply with our billing procedures including, but not limited to, providing us with periodic meter readings on the Equipment. At the end of the first 12 months after commencement of this Agreement, and once each successive 12-month period thereafter, we may increase the maintenance and supplies portion of the Payment and the per image charge over the base minimum by a minimum of 5% over the charges of the previous year. In addition, we may assess an additional fuel and/or freight surcharge to offset higher than normal service costs as a result of adverse econo mic conditions. If the supplier is providing maintenance and supplies to you for equipment that is not leased from us, but the charges for such maintenance and supplies are included in this Agreemen t, you agree that if you retire, replace and/or add new non-leased equipment to the Agreement, you grant us the ability to reflect these additions or deletions of said non-leased equipment to the Agreement and your payments under this Agreement may be adjusted accordingly. 13. UPGRADE AND DOWNGRADE PROVISION: AFTER COMMENCEMENT OF THE AGREEMENT AND UPON YOUR WRITTEN REQUEST, AT OUR SOLE DISCRETION, WE MAY REVIEW YOUR IMAGE/SCAN VOLUME AND PROPOSE OPTIONS FOR UPGRADING OR DOWNGRADING THE EQUIPMENT TO ACCOMMODATE YOUR BUSINESS NEEDS. 29887 (2012 v1) Page 2 of 2 Rev. 01/28/2016 May 23, 2017 Contra Costa County Board of Supervisors 1362 RECOMMENDATION(S): APPROVE and AUTHORIZE the Agricultural Commissioner, or designee, to accept a contract in an amount not to exceed $962 from the California Department of Food and Agriculture to perform "Pest Exclusion/High Risk Inspections and Enforcement" activities for the period of July 1, 2017 through June 30, 2018. FISCAL IMPACT: This agreement reimburses the department in an amount not to exceed $962 to support inspection and enforcement activities on behalf of the CA Dept. of Food and Agriculture (CDFA). BACKGROUND: Agreement 17-0031-000SA sets activity levels that are designed for Contra Costa County based on historical workloads, costs on a negotiated work plan to maintain optimal services. This agreement does not cover the entire cost of high-risk activities in the county, but improves the service level in regards to enforcement of quarantines that are designed to keep exotic and invasive pests out of California and Contra Costa County. Under the agreement, the department will perform high-risk parcel inspections at terminals or other facilities per Food and Agriculture Code. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: 646-5250 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: Rolanda Hartfield, Deputy cc: C. 53 To:Board of Supervisors From:Matt Slattengren Date:May 23, 2017 Contra Costa County Subject:Agreement #17-0031-000SA Pest Exclusion May 23, 2017 Contra Costa County Board of Supervisors 1363 CONSEQUENCE OF NEGATIVE ACTION: Failure to accept Agreement !7-0031-000SA will mean loss of revenue to the department and increased costs to support the inspections and enforcement activities as mandated by the California Department of Food and Agriculture (CDFA). (No County match) CHILDREN'S IMPACT STATEMENT: None May 23, 2017 Contra Costa County Board of Supervisors 1364 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Agreement #28-528-54 with the County of Alameda Health Care Services Agency, to pay County up to $1,650,185 in funding, for coordination of essential services to Contra Costa County residents with HIV disease and their families, for the period from March 1, 2017 through February 28, 2018. FISCAL IMPACT: Approval of this agreement will result in up to $1,650,185 of funding from the County of Alameda, as the Grantee of federal funds under the Ryan White HIV/AIDS Treatment Modernization Act of 2009, Part A. No County match is required. BACKGROUND: The U.S. Department of Health and Human Services has designated the County of Alameda as “Grantee” for the purpose of administering the Ryan White HIV/AIDS Treatment Modernization Act of 2006, Part A, funds for coordination of essential services to Contra Costa County residents with HIV Disease and their families. On June 7, 2016, the Board APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Tasha Scott, Marcy Wilhelm C. 60 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Agreement #28-528-54 with the County of Alameda Health Care Services Agency May 23, 2017 Contra Costa County Board of Supervisors 1365 BACKGROUND: (CONT'D) of Supervisors approved Contract #28-528-51 (as amended by Amendment Agreements #28-528-52 and #28-528-53) with the County of Alameda Health Care Services Agency, as the fiscal agent for Ryan White CARE Act, Title I and Minority AIDS Initiative funds, for coordination of services to Contra Costa residents with HIV disease and their families, for the period from March 1, 2016 through February 28, 2017. Approval of Agreement #28-528-54 will provide continued funding for coordination of services through February 28, 2018. This agreement includes mutual indemnification. CONSEQUENCE OF NEGATIVE ACTION: If this agreement is not approved, County will not receive funds to provide coordination of essential services to Contra Costa County residents with HIV Disease and their families. May 23, 2017 Contra Costa County Board of Supervisors 1366 RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, on behalf of the Workforce Development Board, to apply for and accept California Career Pathways Trust II funding from Alameda County Office of Education in an amount not to exceed $363,000 to prepare students for the 21st century workplace and improve student transition to post secondary education, training, and employment for the period December 30, 2016 through June 30, 2018. FISCAL IMPACT: County to receive an amount not to exceed $363,000; 100% State from Alameda County Office of Education, California Career Pathways Trust finding. (26% County match) BACKGROUND: Career Pathways programs provide students with a sequenced pathways of integrated academic based education and training, aligned to current or emerging economic needs. Career Pathways programs are designed to lead students to a post-secondary degree or certification in a high-skill, high-wage, and high-growth field. The overarching goal of the Career Pathways Trust APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 52 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Alameda County Office of Education, California Career Pathways Trust funding May 23, 2017 Contra Costa County Board of Supervisors 1367 BACKGROUND: (CONT'D) II is to build robust partnerships between employers, schools, and community colleges in order to better prepare students for the 21st century workplace and improve student transition into post-secondary education, training, and employment. Funding will be used to engage employers, develop community training, identify resources, and develop and distribute marketing materials to attract additional resources and community involvement toward the programmatic goals of career and educational development. CONSEQUENCE OF NEGATIVE ACTION: Without funding planned training and outreach services could not be delivered. May 23, 2017 Contra Costa County Board of Supervisors 1368 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Amendment Agreement #28-700-24 (State #14-10498-A04) with the California Department of Public Health, effective July 1, 2017 to amend Agreement #28-700-20 (as amended by Amendment Agreement #28-700-21 through #28-700-23), to increase the total payment to County by $116,436 from $4,309,641, to a new total Payment Limit of $4,426,077 and extend the termination date from June 30, 2017 to June 30, 2018. FISCAL IMPACT: Approval of this Amendment Agreement will result in an increase of $116,436 to a new total of $4,426,077 of funding from the California Department of Public Health Centers for Disease Control and Prevention (CDC) for the Public Health Emergency Preparedness, and Hospital Preparedness Program (HPP) & Comprehensive Program through June 30, 2018. No County match required. BACKGROUND: The California Department of Public Health has agreed to fund multiple Public Health Emergency Preparedness activities including, but not limited to, the Centers for Disease APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Tasha Scott, Marcy Wilhelm C. 59 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Amendment Agreement #28-700-24 with the California Department of Public Health May 23, 2017 Contra Costa County Board of Supervisors 1369 BACKGROUND: (CONT'D) Control (CDC) preparedness activities, the Cities Readiness Initiative (CRI) activities, State General Fund Pandemic Influenza preparedness and Hospital Preparedness Program activities, for the County’s Public Health Emergency Preparedness Response Program. Contra Costa Health Services (CCHS) will utilize these funds to respond to any disease outbreaks in Contra Costa County. On December 16, 2014, the Board of Supervisors approved Agreement #28-700-20 (as amended by Amendment Agreement #28-700-21 through #28-700-23) with the California Department of Public Health for County’s Public Health Emergency Preparedness, Hospital Preparedness Program (HPP) & Comprehensive Program, for the period July 1, 2014 through June 30, 2017. Approval of this Amendment Agreement #28-700-24 will make technical adjustments to the budget and allow the County to receive additional funding for continuation of the Public Health Emergency Preparedness Response services, through June 30, 2018. CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, County will not be able to continue to develop and test all hazards health emergency preparedness activities and hospital preparedness in response to any disease outbreaks in Contra Costa County. May 23, 2017 Contra Costa County Board of Supervisors 1370 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee (Director of Environmental Health), to execute Grant Agreement #28-759-18 (TEA24-16-0010), with the California Department of Resources Recycling and Recovery (CalRecycle), to pay the County up to $155,433 in funding, for the Environmental Health Waste Tire Enforcement Program, for the period from June 30, 2017 to September 28, 2018. FISCAL IMPACT: Approval of this Agreement will result in up to $155,433 in funding from CalRecycle for the Environmental Health Waste Tire Enforcement Program. No County match required. BACKGROUND: Contra Costa Environmental Health/General Programs is the solid waste LEA for the County, except for the City of Pittsburg. On June 16, 2015, the Board of Supervisors approved the submission of grant application to California Department of Resources Recycling and Recovery (CalRecycle) for the Environmental Health Waste Tire Enforcement Program through September 30, 2016. Approval of Grant Agreement APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Marilyn Underwood, 925-692-2521 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: Rolanda Hartfield, Deputy cc: Tasha Scott, Marcy Wilhelm C. 56 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Approval of Grant Agreement #28-759-18 with the California Department of Resources Recycling and Recovery May 23, 2017 Contra Costa County Board of Supervisors 1371 BACKGROUND: (CONT'D) #28-759-18 will allow Contra Costa Environmental Health to continue the Environmental Health Waste Tire Enforcement Program. This Agreement includes agreement to indemnify and hold the State harmless under this Agreement, through September 28, 2018. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, the County will not be able to monitor and reduce illegal waste tire practices, educate and enforce proper waste tire management throughout the County, assist in reducing potential vector problems and prevent tire fires, nor protect public health and safety. May 23, 2017 Contra Costa County Board of Supervisors 1372 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Agreement #28-344-4 (07-17EVRGRN) with the California Department of Health Care Services (CHCS), effective July 1, 2017, to allow the County to participate in and be reimbursed for Targeted Case Management (TCM) services provided to County recipients. FISCAL IMPACT: Approval of this Agreement will result in approximately $10,000,000 per year in funds payable to County for the TCM services, from the California Department of Health Care Services. No additional County match is required. BACKGROUND: Since 1997, the Department of Health Care Services has funded many Local Governmental Agencies (LGA) to provide TCM. TCM is a Federal Program which provides comprehensive case management services to individuals within a specified target group. Due to California’s “Bridge to Reform”, Section 1115 Medicaid demonstration waiver and the related Medi-Cal managed care expansion, new TCM policies and procedures require a new TCM Provider Participation Agreement APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: D Morgan, M Wilhelm C. 57 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Approve Agreement #28-344-4 with the California Department of Health Care Services May 23, 2017 Contra Costa County Board of Supervisors 1373 BACKGROUND: (CONT'D) with the CHCS including transitioning to an evergreen agreement. Approval of Agreement #28-344-4 will allow the County to continue to provide and be reimbursed for TCM until terminated by either party. CONSEQUENCE OF NEGATIVE ACTION: If this agreement is not approved, the County will not receive funds accessible to continue the TCM services. May 23, 2017 Contra Costa County Board of Supervisors 1374 RECOMMENDATION(S): APPROVE and AUTHORIZE the County Librarian, or designee, to apply for and accept a grant in the amount of $1,000 from the Richmond Community Foundation to provide library programs, books, school supplies and a performer for Project Pride in North Richmond, for the period July 1 through September 30, 2017. FISCAL IMPACT: No Library Fund match. BACKGROUND: Receipt of this grant will benefit the children of the community by increasing the participation in the Summer Reading Program. This will be accomplished by presenting a fun end of summer reading program to children and families and by offering high quality prize books and school supplies for the summer reading finishers. The Contra Costa County Library is currently partnering with community groups such as Project Pride in the unincorporated area of Richmond known as North Richmond, to provide and or extend library services. The Richmond Community Foundation contributes to ongoing efforts to make West Contra Costa County a thriving community that is livable, safe and healthy. CONSEQUENCE OF NEGATIVE ACTION: There will not be a Summer Reading Celebration at the Project Pride in North Richmond. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: W. Beveridge 925-608-7730 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: Rolanda Hartfield, Deputy cc: C. 55 To:Board of Supervisors From:Melinda Cervantes, County Librarian Date:May 23, 2017 Contra Costa County Subject:Grant to the Library of $1,000 from the Richmond Community Foundation May 23, 2017 Contra Costa County Board of Supervisors 1375 CHILDREN'S IMPACT STATEMENT: The Contra Costa County Library has a strong commitment to promoting literacy to children and families through story times, Summer Reading programs, and an attractive materials collection to foster a love of books and reading in children. Offering high-quality Summer Reading prize books and an exciting Summer Family Reading event for the opening of the Project Pride will increase participation from those who would otherwise go without many incentives to keep up their reading skills during summer break. Summer learning loss among lower income students is a major contributor to the achievement gap. This grant supports the community outcome of: Children Ready for and Succeeding in School. May 23, 2017 Contra Costa County Board of Supervisors 1376 RECOMMENDATION(S): APPROVE and AUTHORIZE the County Administrator, or designee, to execute Memoranda of Understanding with local law enforcement agencies permitting them to establish data system interfaces with the County's prosecution case management system to enable the electronic filing or entry of criminal prosecution requests with the District Attorney's Office. FISCAL IMPACT: The cost of establishing and maintaining the local law enforcement agency interfaces will be reimbursed by the cities to the County. The District Attorney's Office will assume costs for training provided to city staff on the use of the electronic filing protocols and security requirements. BACKGROUND: The County's data system for managing criminal case prosecution by the District Attorney's Office includes a built-in law enforcement interface to receive charging/incident referrals from our law enforcement agencies' record management systems. The interface provides law enforcement agencies the ability to electronically file or enter their criminal prosecution requests and transmit police reports, 911 audio recordings, lab reports and crime scene photos, while eliminating redundant data entry by District Attorney staff. Under the terms of the MOU, a local law enforcement agency would submit a request to the County for the interface. The County's Law & Justice Systems Unit (County Administrator's Office) would coordinate with our prosecution APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 61 To:Board of Supervisors From:David Twa, County Administrator Date:May 23, 2017 Contra Costa County Subject:LOCAL AGENCY MOU FOR ELECTRONIC FILING OF CRIMINAL PROSECUTION REQUESTS May 23, 2017 Contra Costa County Board of Supervisors 1377 BACKGROUND: (CONT'D) system vendor, Karpel, to establish the interface and would pay Karpel under the County's current (2014) service contract. The County would bill the local agency for the set-up ($5,000) and annual maintenance costs ($1,000) of the interface and District Attorney staff would train the agency's staff on the proper use of the interface. All other responsibilities for the interface would be borne by the agency and Karpel. The County may, with 10 days prior written notice, terminate the MOU with any agency for misuse of the interface. Not all local law enforcement agencies have the ability to file their criminal prosecution requests electronically or will make the interface a funding priority this year. We expect that agencies will transition to electronic filing over a period of years and, at some point, electronic filing of criminal prosecution requests will become the norm. CONSEQUENCE OF NEGATIVE ACTION: If the Board chooses not to authorize execution of these agreements, then local law enforcement agencies will continue to file criminal prosecution requests via facsimile and the County will forego any operational efficiencies and quality improvements associated with electronic filing and elimination of redundant tasks. ATTACHMENTS Local Agency MOU for Electronic Filing of Prosecution Requests with the District Attorney's Office May 23, 2017 Contra Costa County Board of Supervisors 1378 1 MEMORANDUM OF UNDERSTANDING BETWEEN CONTRA COSTA COUNTY AND ______________ FOR ELECTRONIC INTERFACE WITH DISTRICT ATTORNEY CASE MANAGEMENT SYSTEM This Memorandum of Understanding (“MOU”), is between the County of Contra Costa, a political subdivision of the State of California (“County”), and _________________________ (“Agency”), and is dated ______________________, 2017. RECITALS A. County and Karpel Computer Systems, Inc. (“Karpel”) entered into a Software and Services Agreement, dated June 20, 2014 (“Karpel Agreement”), that authorizes County, through its Office of the District Attorney (“the DA”), to use Karpel’s case management system software, PROSECUTORbyKARPEL (“Software”). Pursuant to the Karpel Agreement, Karpel licenses the Software to County, provides hosting services for the Software and associated data for County, and provides Software maintenance and support services for County. B. Section IIIA of Appendix E to the Karpel Agreement includes the option of purchasing law enforcement interfaces to the System (as defined in the Karpel Agreement). A law enforcement interface to the System (“Agency Interface”) allows a law enforcement agency to electronically submit requests for criminal prosecution (“RFP”) to the DA. C. To establish an Agency Interface, a law enforcement agency asks County if it can establish an Agency Interface. If County consents, County contacts Karpel and requests that Karpel set up an Agency Interface for the law enforcement agency. In coordination with the law enforcement agency, Karpel sets up the Agency Interface and provides maintenance and support services for the Agency Interface. Karpel invoices County for the costs of the Agency Interface. County invoices the law enforcement agency for the costs of the Agency Interface. D. Agency desires to establish an Agency Interface that enables Agency to use the System to submit RFPs to the DA. E. The purpose of this MOU is to set forth the terms and conditions pursuant to which an Agency Interface will be created and paid for, and County’s conditions for Agency’s use of an Agency Interface to submit RFPs to the DA. For good and valuable consideration, the parties therefore agree as follows: May 23, 2017 Contra Costa County Board of Supervisors 1379 2 AGREEMENT 1. Agency Interface. Subject to the terms and conditions of the Karpel Agreement, County hereby grants Agency the right to establish and use an Agency Interface. 1.1 Installation, Use, and Maintenance of Agency Interface. Agency will work directly with Karpel for the creation, implementation, installation, support, and maintenance of the Agency Interface. County has no responsibility to Agency, or otherwise, for the creation, implementation, installation, support, or maintenance of the Agency Interface. Except as stated in Section 1.5, County has no responsibility to Agency, or otherwise, for training related to the Agency Interface. 1.2 Authorized Support Representative. Agency will designate an authorized support representative who will perform the obligations of a County Authorized Support Representative on behalf of the Agency for the Agency Interface as set forth in Section III(F) of Appendix H of the Karpel Agreement. 1.3 Agency Interface Communications. The Agency Interface is a one-way interface, which will enable Agency to electronically submit RFPs to the DA. Agency shall submit accurate and complete information to the DA through the Agency Interface. Agency shall not submit information to the DA in violation of federal, state, or local laws. Agency will not use the Agency Interface for any purpose other than as necessary to submit RFPs to the DA. Through the Agency Interface, the System may issue an acknowledgement to Agency upon receipt of an RFP from Agency, and the System may issue other notifications such as error or reject messages to Agency regarding an RFP. 1.4 Agency Security Requirements. 1.3.1 Agency will comply with the U.S. Department of Justice Criminal Justice Information Services Security Policy, including any revisions to this Policy that may be implemented after the effective date of this MOU. 1.3.2 Agency will not share or disclose its access methods or credentials to the Agency Interface with any unauthorized persons. 1.3.3 Karpel may impose additional security requirements on Agency for Agency’s use of the Agency Interface. 1.5 Training. In addition to any requirements Karpel may impose on Agency, Agency shall not authorize any Agency employee to access the Agency Interface until the employee has completed training on RFP submission at the DA’s Office. The DA will provide the training on RFP submission at no cost May 23, 2017 Contra Costa County Board of Supervisors 1380 3 to Agency. With the exception of the DA training regarding RFP submission, Agency is responsible for training its employees to use the Agency Interface. Agency shall allow only properly trained and supervised personnel to access the Agency Interface. 1.6 RFP Verification. Agency must verify the status of an RFP by having authorized Agency staff search, display, and review the RFP through one of the System’s components, as determined by County and authorized by Karpel, before contacting the DA to inquire about the status of the RFP. 1.7 Equipment. County is not providing any equipment in connection with this MOU. Agency is responsible for obtaining and maintaining any equipment necessary to use the Agency Interface. 1.8 Reporting. Upon learning of any failure of the Agency Interface that prevents timely or accurate transmission of information from Agency to County, each party will immediately report the failure to the other party. Upon learning of any virus or other system corruption that impacts the Agency Interface, each party will immediately report the virus or other system corruption to the other party. 2. Costs. 2.1 Agency’s Costs. With the exception of the DA training regarding RFP submission described in Paragraph 1.5, all costs associated with the Agency Interface, including, but not limited to, the establishment and installation of the Agency Interface, Agency’s use of the Agency Interface, any training of Agency personnel regarding the Software and the Agency Interface, the maintenance and support of the Agency Interface, any operational costs, any hosting costs, and the costs of any hardware, are the sole responsibility of Agency. County is not responsible for any costs related to the Agency Interface. 2.2 Initial and Annual Fees. Agency’s costs will include, but may not be limited to: a fee of $5,000 for the installation and implementation of the Agency Interface; and an annual fee of $1,000 for the maintenance of the Agency Interface. Pursuant to the Karpel Agreement, Karpel will invoice County for the costs associated with the Agency Interface. 2.3 Invoicing. Upon receipt of an invoice from Karpel related to the Agency Interface, County will send the invoice to Agency for the costs of the Agency Interface. Agency shall pay County in full within twenty (20) days of the date of the invoice from County. Payments are to be directed to: May 23, 2017 Contra Costa County Board of Supervisors 1381 4 Bruce Prell Law & Justice Business Systems Manager Office of the County Administrator 30 Douglas Drive, Room 264 Martinez, California 94553-4068 3. Term and Termination. 3.1 Duration. This MOU and the rights granted hereunder are coterminous with the term of the Karpel Agreement unless this MOU is sooner terminated as provided herein. The Karpel Agreement terminates on June 20, 2018 unless extended by mutual agreement or sooner terminated. If the Karpel Agreement is extended by Karpel and County, this MOU shall automatically be extended so that it is coterminous with any extension of the Karpel Agreement. 3.2 Termination. Either party may terminate this MOU for any reason upon thirty (30) days prior written notice. If Agency fails to comply with any provision of this MOU, including a failure to comply with the DA’s instructions for submitting RFPs to County, County may terminate the MOU, upon ten (10) days prior written notice to Agency, in the sole discretion of County. 3.3 Obligations Upon Termination. Immediately upon termination of this MOU for any reason, Agency shall cease use of the Agency Interface and will destroy any and all copies of access methods and credentials to the Agency Interface. In the event of termination of this MOU, Agency shall pay County any costs for which Agency is responsible pursuant to Paragraph 2. 4. Agency Acknowledgements. Agency acknowledges and agrees that: 4.1 Agency has received an executed copy of the Karpel Agreement. 4.2 Agency has received a copy of the DA’s instructions for submitting RFPs to the DA. Agency further acknowledges that the DA’s instructions are subject to change. 4.3 Agency is not acquiring any license to use the Software. 4.4 County is not providing Agency with any Product (as defined in the Karpel Agreement) and the Agency Interface is being provided to Agency by Karpel. 4.5 Karpel may require that Agency execute documentation and/or enter into an agreement with Karpel before Agency can use the Agency Interface. May 23, 2017 Contra Costa County Board of Supervisors 1382 5 4.6 County is not providing any data hosting services for Agency. 4.7 Nothing in this MOU is binding on Karpel. 5. No Third Party Beneficiaries. Nothing contained in this MOU is intended, nor shall it be construed to create rights inuring to the benefit of third parties, including, without limitation, Karpel. 6. Immunities. By entering into this MOU, no party waives any of the immunities provided by the California Government Code or any other provision of law. 7. Disclaimer. County expressly disclaims any implied warranties regarding the Agency Interface, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. 8. Indemnification. Except to the extent caused by County’s sole or active negligence or willful misconduct, as it relates to Agency’s performance of this MOU, Agency will indemnify, defend, and hold harmless County, its officers, officials, employees, agents, and representatives from and against any and all claims, demands, actions, losses, damages, injuries, and liability, including attorneys’ fees, arising out of or connected in any way with: (i) this MOU; (ii) the Agency Interface; (iii) Agency’s use of the Agency Interface; (iv) the System; (v) the Karpel Agreement; (vi) any claim, demand, action or proceeding, based on allegations arising as a result of use of the Agency Interface or the System in a manner not expressly described or permitted by this MOU or the Karpel Agreement; (vii) Agency’s use of the Agency Interface in any unlawful manner or for any unlawful purpose; and (viii) claims of intellectual property infringement or violation of third party privacy rights related to Agency’s use of the Agency Interface. 9. Non-transferable. This MOU may not be transferred or assigned. 10. Entire Agreement. This MOU contains the entire understanding of the parties relating to the subject matter of this MOU. No promise, representation, warranty, or covenant not included in the MOU has been or is being relied upon by any party to the MOU. 11. Authority to Execute. The persons executing this MOU represent that they have the authority to execute this MOU. 12. Counterparts. This MOU and any amendments may be executed in any number of counterparts. 13. Amendment. This MOU may be amended upon the mutual written consent of the Parties. May 23, 2017 Contra Costa County Board of Supervisors 1383 6 14. Governing Law. The laws of the State of California govern all matters arising out of this MOU. 15. Notices. All notices under this MOU shall be directed as follows: County: Contra Costa County Bruce Prell Law & Justice Business Systems Manager Office of the County Administrator 30 Douglas Drive, Room 264 Martinez, California 94553-4068 Bruce.Prell@cao.cccounty.us 925-313-1308 Agency: The parties are executing this MOU on the date set forth in the introductory paragraph. County County of Contra Costa, a political subdivision of the State of California By:___________________________ Agency By: ___________________________ May 23, 2017 Contra Costa County Board of Supervisors 1384 RECOMMENDATION(S): APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute a contract with the California Commission on Peace Officer Standards and Training, including full indemnification of the State of California, to pay the County an initial allocation of $40,204 for the instruction of accredited Driving Simulator and Force Option Simulator courses for the period July 1, 2017 through June 30, 2018. FISCAL IMPACT: No County Costs. Initial amount of $40,204; 100% Revenue, State of California. Budgeted in fiscal year 2017/18. BACKGROUND: The Office of the Sheriff - Law Enforcement Training Center provides State Commission on Peace Officer Standards and Training (POST), approved driving simulator and force option simulator instruction to law enforcement personnel in order to ensure up-to-date training. This contract will enable the Sheriff's Office to recover the costs of this instruction for an initial count of up to 437 students. CONSEQUENCE OF NEGATIVE ACTION: The contract with the State of California will not be approved. The Sheriff's Office will not be able to provide or be reimbursed for the services outlined in this contract. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 58 To:Board of Supervisors From:David O. Livingston, Sheriff-Coroner Date:May 23, 2017 Contra Costa County Subject:POST Driving Simulator and Force Option Contract May 23, 2017 Contra Costa County Board of Supervisors 1385 CHILDREN'S IMPACT STATEMENT: No impact. May 23, 2017 Contra Costa County Board of Supervisors 1386 RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract amendment, effective April 1, 2017, with Lao Family Community Development Inc., decreasing the payment limit by $163,293 to a new payment limit of $201,707 for job skills and placement services for limited English speaking and non-English speaking California Work Opportunity and Responsibility to Kids (CalWORKs) participants and extend the contract term to July 1, 2016 through August 31, 2017. (100% Federal) FISCAL IMPACT: $201,707: 100% Federal (California Work Opportunity and Responsibility to Kids (CalWORKs), single allocation) BACKGROUND: This decrease in the payment limit is due to a decrease in referrals requiring contractor services. Lao Family Community Development Inc. provides pre- and post-employment services and translation and interpretation services in Vietnamese and various Laotian dialects to limited English proficient refugees that are CalWORKs participants residing in West Contra Costa County. Services include assisted job search, job placement, employment dispute resolution for job retention, and other job related information. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 71 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Amend Contract with Lao Family Community Development Inc. May 23, 2017 Contra Costa County Board of Supervisors 1387 CONSEQUENCE OF NEGATIVE ACTION: Funds from the California Work Opportunity and Responsibility to Kids (CalWORKs) will not be available for other uses. CHILDREN'S IMPACT STATEMENT: This contract directly 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". May 23, 2017 Contra Costa County Board of Supervisors 1388 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract Amendment Agreement #23-531-8 with Nordic Consulting Partners, Inc., a corporation, effective January 1, 2017, to amend Contract #23-531-7, to increase the payment limit by $1,250,610, from $1,949,390 to a new payment limit of $3,200,000, with no change in the original term of January 1, 2016 through June 30, 2018. FISCAL IMPACT: Upon approval, the Department may incur additional expenses of up to $1,250,610 during the proposed agreement period, which would be funded 100% in the Hospital Enterprise Fund I budget. (No rate increase) BACKGROUND: On February 9, 2016 (as corrected on June 21, 2016), the Board of Supervisors approved Contract #23-531-7 with Nordic Consulting Partners, Inc. for the period from January 1, 2016 through June 30, 2018, for the provision of consultation and technical assistance with regard to the Department’s Information Systems Unit in support of CClink. Approval of Contract Amendment Agreement #23-531-8 will allow the Contractor to provide additional consultation and technical assistance for the Community Connect Project through June 30, 2018. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 85 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Amendment #23-531-8 with Nordic Consulting Partners, Inc. May 23, 2017 Contra Costa County Board of Supervisors 1389 CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, Contractor would not be able provide services for the Community Connect Project. May 23, 2017 Contra Costa County Board of Supervisors 1390 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract Amendment Agreement #23-538-7 with Allegis Group Holdings, Inc. (dba TEK Systems, Inc.), a corporation, effective January 1, 2017, to amend Contract #23-538-5, to increase the payment limit by $3,182,080, from $1,160,000 to a new payment limit of $4,356,785, for recruitment services, with no change in the original term of July 1, 2016 through June 30, 2018. FISCAL IMPACT: This amendment is funded 100% Hospital Enterprise Fund I. (No rate increase) BACKGROUND: On July 19, 2016, the Board of Supervisors approved Contract #23-538-5 with Allegis Group Holdings, Inc. (dba TEK Systems, Inc.), for the provision of qualified contract-to-hire and/or direct placement candidates for hard to fill positions in the Health Services Department’s Information Systems Unit, for the period from July 1, 2016 through June 30, 2018. Approval of Contract Amendment Agreement #23-538-7 will allow the Contractor to provide additional hours of temporary help services and/or direct placement candidates through June 30, 2018. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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, 925-335-8700 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: Rolanda Hartfield, Deputy cc: K Cyr, M Wilhelm C. 98 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Amendment #23-538-7 with Allegis Group Holdings, Inc. (dba TEK Systems, Inc.) May 23, 2017 Contra Costa County Board of Supervisors 1391 CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, the Division will not have access to Contractor’s staffing services for hard to fill positions in the Department’s Information Systems Unit. May 23, 2017 Contra Costa County Board of Supervisors 1392 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract Amendment Agreement #23-613-1 with Bayside Solutions, Inc., a corporation, effective May 1, 2017, to amend Contract #23-613, to increase the payment limit by $554,000, from $100,000 to a new payment limit of $654,000, with no change in the original term of January 1, 2017 through December 31, 2017. FISCAL IMPACT: This amendment is funded 100% Hospital Enterprise Fund I. (No rate increase) BACKGROUND: In January 2017, the County Administrator approved and the Purchasing Services Manager executed Contract #23-613, with Bayside Solutions, Inc., for the provision of qualified consultants, contract-to-hire and/or direct placement candidates for hard to fill positions in the Health Services Department’s Information Systems Unit, for the period from January 1, 2017 through December 31, 2017. Approval of Contract Amendment Agreement #23-613-1 will allow the Contractor to provide additional hours of consulting and recruitment services for hard to fill positions in the Information Systems Unit through December 31, 2017. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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, 925-335-8700 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: Rolanda Hartfield, Deputy cc: K Cyr, M Wilhelm C. 87 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Amendment #23-613-1 with Bayside Solutions, Inc. May 23, 2017 Contra Costa County Board of Supervisors 1393 CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, the Information Systems Unit will not have access to Contractor’s services. May 23, 2017 Contra Costa County Board of Supervisors 1394 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract Amendment Agreement #24–794–8(16) with John Muir Behavioral Health, a non-profit corporation, effective April 1, 2017, to amend Contract #24-794-8(15), to increase the payment limit by $500,000 from $1,050,000 to a new payment limit of $1,550,000, 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. (No rate increase) BACKGROUND: Assembly Bill (AB) 757, (Chapter 633, Statutes of 1994), authorized the transfer of state funding for Fee-For-Service/Medi-Cal acute psychiatric inpatient hospital services from the Department of Health Services to the Department of Health Care Services. On January 1, 1995, the Department of Mental Health transferred these funds and the responsibility for authorization and funding of Medi-Cal acute psychiatric inpatient hospital services to counties that chose to participate in this program. On June APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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 Belton, 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: E SUISALA, M WILHELM C. 92 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Amendment #24–794–8(16) with John Muir Behavioral Health May 23, 2017 Contra Costa County Board of Supervisors 1395 BACKGROUND: (CONT'D) 20, 2016, the Board of Supervisors approved Contract #24–794–8(15) with John Muir Behavioral Health Center, for the period from July 1, 2016 through June 30, 2017, for the provision of inpatient psychiatric hospital services to County-referred children, adolescents and adults, including mutual indemnification. Approval of Contract Amendment Agreement #24–794–8(16) will allow the Contractor to provide additional inpatient psychiatric services through June 30, 2017. CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, County’s mental health clients will not receive additional inpatient psychiatric services from Contractor’s facility. CHILDREN'S IMPACT STATEMENT: This program supports the following Board of Supervisors’ community outcome: “Communities that are Safe and Provide a High Quality of Life for Children and Families”. Expected program outcomes include a decrease in the need for inpatient care and placement at a lower level of care. May 23, 2017 Contra Costa County Board of Supervisors 1396 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee to execute on behalf of the County, a Contract Amendment #26-590-21 with The Greeley Company, Inc., a corporation, effective May 1, 2017, to amend Contract #26-590-20, to increase the Payment Limit by $750,000 from $350,000 to a new total $1,100,000 for additional consulting services for regulatory and safety preparedness for Contra Costa Regional Medical Center and the Contra Costa Health Plan, with no change in the original term January 1, 2017 through December 31, 2017. FISCAL IMPACT: This amendment is funded by Hospital Enterprise Fund I. (No rate increase) BACKGROUND: On February 14, 2017, the County Administrator approved and Purchasing Services Manager executed Contract #26-590-20 with The Greeley Company, Inc., for the period from January 1, 2017 through December 31, 2017, to provide consulting services at Contra Costa Regional Medical Center and Contra Costa Health Centers and Contra Costa Health Plan, including, Referral Management Director services. Approval APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: Tasha Scott, Marcy Wilhelm C. 99 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Amendment #26-590-21 with The Greeley Company, Inc. May 23, 2017 Contra Costa County Board of Supervisors 1397 BACKGROUND: (CONT'D) of Contract Amendment Agreement #26-590-21 will allow the Contractor to provide additional re-survey and ongoing regulatory and safety preparedness consulting services for Contra Costa Health Services, through December 31, 2017. CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, Contra Costa Health Services will not have access to quality and compliance consulting services from this Contractor. May 23, 2017 Contra Costa County Board of Supervisors 1398 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract Amendment Agreement #26-911-25 with Thomas B. Hargrave, M.D., an individual, effective March 16, 2017, to amend Contract #26-911-24, to increase the payment limit by $136,000, from $342,000 to a new payment limit of $478,000, with no change in the original term of September 1, 2014 through August 31, 2017. FISCAL IMPACT: This amendment is funded 100% Hospital Enterprise Fund I. (No rate increase) BACKGROUND: On September 23, 2014, the Board of Supervisors approved Contract #26-911-24 with Thomas B. Hargrave, M.D., for the provision of gastroenterology services including, but not limited to: consultation, training, on-call coverage services and medical procedures at Contra Costa Regional Medical Center and Contra Costa Health Centers (CCRMC), for the period from September 1, 2014 through August 31, 2017. Approval of Amendment Agreement #26-911-25 will allow the Contractor to provide additional hours of gastroenterology services at CCRMC through August 31, 2017. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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., 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: K Cyr, M Wilhelm C. 93 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Amendment #26-911-25 with Thomas B. Hargrave, M.D. May 23, 2017 Contra Costa County Board of Supervisors 1399 CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, patients at CCRMC requiring gastroenterology services will not have access to Contractor’s services. May 23, 2017 Contra Costa County Board of Supervisors 1400 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract Amendment/Extension Agreement #23-593-1 with QlikTech Inc., a corporation, effective May 25, 2017, to increase the payment limit by $330,000, from $178,000 to a new payment limit of $508,000, and extend the termination date from June 30, 2017 to May 31, 2018. FISCAL IMPACT: Funded 100% by Hospital Enterprise Fund I. (No rate increase) BACKGROUND: On May 10, 2016, the Board of Supervisors approved Contract #23-593, with QlikTech Inc., to enable Contra Costa Health Services (CCHS) to explore clinical, financial and operational data through its software, software license agreement and maintenance utilizing visual analytics to discover insights which lead to improvements in care, reduced cost and higher value to patients, for the period from June 1, 2016 through June 30, 2017. This contract includes mutual indemnification. Approval of Contract Amendment/Extension Agreement #23-593-1 will allow the Contractor to continue providing its software, software license agreement and maintenance services through May 31, 2018. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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, 925-335-8700 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: Rolanda Hartfield, Deputy cc: K Cyr, M Wilhelm C. 89 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Amendment/Extension #23-593-1 with QlikTech Inc. May 23, 2017 Contra Costa County Board of Supervisors 1401 CONSEQUENCE OF NEGATIVE ACTION: If this extension is not approved, Contractor will not continue to provide services. May 23, 2017 Contra Costa County Board of Supervisors 1402 RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Thyssenkrupp Elevator Corporation, in an amount not to exceed $900,000, for elevator maintenance and repair services, for the period June 1, 2017 through May 31, 2020, Countywide. FISCAL IMPACT: This cost is to be funded through Facilities Services maintenance budget. (100% General Funds) BACKGROUND: Facilities Services maintains all County facility elevators. Facilities uses the original factory manufacturer for repair, service and parts for these units. Forty-eight of the elevators now in service at County facilities are under the Thyssenkrupp Elevator Corporation group. Facilities Services is requesting a contract be put in place for this maintenance and repair service. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, elevator services will be discontinued. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Stan Burton, (925) 313-7077 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: Rolanda Hartfield, Deputy cc: C. 81 To:Board of Supervisors From:Julia R. Bueren, Public Works Director/Chief Engineer Date:May 23, 2017 Contra Costa County Subject:APPROVE a contract with Thyssenkrupp Elevator Corporation May 23, 2017 Contra Costa County Board of Supervisors 1403 RECOMMENDATION(S): Approve and authorize the Purchasing Agent, on behalf of the Health Services Department, to execute a purchase order with Motorola Inc. in care of Red Cloud Inc., in an amount not to exceed $150,000, for EBRCS emergency radios for emergency communications in a disaster. FISCAL IMPACT: 100% State Homeland Security Grant. BACKGROUND: On March 22, 2016, Contra Costa Health Services was informed that the California Office of Emergency Services had approved $150,000 State Homeland Security grant to purchase EBRCS radios and equipment to support emergency communications in a disaster. Contra Costa Health Services is requesting authorization to approve the purchase of EBRCS radios through Motorola Inc., in care of Red Cloud, Inc. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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 Frost, 925-646-4690 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: Rolanda Hartfield, Deputy cc: Tasha Scott, Marcy Wilhelm, Patricia Weisinger C. 83 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Authorize and approve purchase of EBRCS emergency radios with Motorola Inc. May 23, 2017 Contra Costa County Board of Supervisors 1404 RECOMMENDATION(S): APPROVE and AUTHORIZE the Purchasing Agent to execute, on behalf of the Employment and Human Services Department (EHSD), a purchase order with Downtown Ford Sales in an amount not to exceed $320,000 to procure ten (10) new vehicles for EHSD's fleet to replace ten (10) non-internal service fund vehicles that have exceeded 90,000 miles. FISCAL IMPACT: $320,000: 100% County BACKGROUND: Access to reliable cars is a necessary function for the Employment and Human Services Department's (EHSD) Social Workers where compliance to regulations and diligence in service to the Child Welfare System and Aging and Adult Services sectors of our community require a variety of Social Worker interaction with children, aging adults, and their respective families and caregivers. Newer vehicles, on average, are more reliable and require less time being repaired. In addition, there are safety and personal damage issues when Social Workers use their own personal cars for client transport or home visits, especially at initial intervention with families. Nine of the ten new vehicles requested APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 69 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Authorize Purchasing Agent to Issue Purchase Order May 23, 2017 Contra Costa County Board of Supervisors 1405 BACKGROUND: (CONT'D) by EHSD are to replace vehicles that are over 90,000 miles, most of which are at or close to ten years old. The tenth vehicle is requested to supplement the EHSD aging fleet. The ten new vehicles requested are are all hybrid Ford Fusion sedans in keeping with the County's "clean air" policies. The sedans are needed to comfortably accommodate social workers and customers. EHSD will be submitting an appropriation adjustment for the purchase of these ten vehicles. CONSEQUENCE OF NEGATIVE ACTION: Employment and Human Services would not be able to safely meet growing County needs with an aging fleet of cars. May 23, 2017 Contra Costa County Board of Supervisors 1406 RECOMMENDATION(S): Approve and authorize the Purchasing Agent, on behalf of the Health Services Department, to execute purchase order amendment with Boston Scientific Corporation, to add $170,000 for a new total of $552,000 for supplies, devices and implants for gastrointestinal (GI) laboratory procedures and urological and vascular surgeries at Contra Costa Regional Medical Center, with no change to the current term of January 1, 2015 through December 31, 2017. FISCAL IMPACT: 100% funding is included in the Hospital Enterprise Fund I budget. BACKGROUND: Boston Scientific Corporation provides supplies, devices and implants used to perform urology and vascular procedures and surgery and endoscopy items for GI laboratory studies and procedures at the Contra Costa Regional Medical Center (CCRMC). CONSEQUENCE OF NEGATIVE ACTION: If this Purchase Order Amendment is not approved, the CCRMC Operating Room will not be able to perform urology, GI, and vascular procedures. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: M Wilhelm, Tasha Scott, Margaret Harris C. 94 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Change Order to Blanket Purchase Order with Boston Scientific, Corporation May 23, 2017 Contra Costa County Board of Supervisors 1407 RECOMMENDATION(S): APPROVE and AUTHORIZE the Conservation and Development Director, or designee, to execute a contract amendment with Circlepoint, to extend the term from December 31, 2017 through June 30, 2018, and increase the payment limit by $30,905 to a new payment limit of $191,895 to provide continued service to complete the Environmental Impact Report for the Ball Estate Subdivision. FISCAL IMPACT: No impact to the General Fund. The cost for preparing the environmental impact report is paid by the project applicant. BACKGROUND: The Department of Conservation and Development (DCD) received an application from Camille Avenue, LLC, and Camille Ironwood Properties, LLC, requesting approval of a Major Subdivision for the “Ball Estate” Residential Project (County File #SD13-9338). The Department of Conservation and Development determined that this project required the preparation of an Environmental Impact Report pursuant to the California Environmental Quality Act. The County awarded a contract to Circlepoint (Contract #C49463), who is currently preparing the document. Analysis of one additional staging area for the project needs to be conducted and incorporated into the document. As a result, an increased expenditure limit of $30,905 and extended contract term are needed in order to complete the remaining tasks for the environmental review. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Jennifer Cruz, (925) 674-7790 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: Rolanda Hartfield, Deputy cc: C. 66 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:May 23, 2017 Contra Costa County Subject:Contract Amendment with Circlepoint to Prepare an Environmental Impact Report for the Ball Estates Subdivision (SD13-9338) May 23, 2017 Contra Costa County Board of Supervisors 1408 CONSEQUENCE OF NEGATIVE ACTION: If the contract amendment is not approved, the DCD will be unable to complete the environmental review for the pending land development application. May 23, 2017 Contra Costa County Board of Supervisors 1409 RECOMMENDATION(S): APPROVE and AUTHORIZE the District Attorney, or designee, to execute a Contract Amendment with Robert Half International, Inc. to increase the Payment Limit by $165,000 to a new payment limit of $260,000 to provide information technology (IT) professional staff on a temporary basis with a contract termination date of August 31, 2017. FISCAL IMPACT: Additional cost to the District Attorney's office budget of $165,000. BACKGROUND: The new case management system in the District Attorney’s office, PbK, utilizes a service called SSRS (SQL Server Reporting Service) to pull statistics and run reports. As a result, we have engaged the services of an SSRS expert through Robert Half temporary services. The SSRS expert, Suman Nair, has been with our office since the middle of November 2016 and has been invaluable in developing reports that assist in evaluating performance internally, reports that assist in data cleanup, and reports required to comply with State reporting requirements. Some of the key reports include quarterly unit statistics, zero tolerance statistics, and VAP grant statistics. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Cherie Mathisen, (925) 957-2234 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: Rolanda Hartfield, Deputy cc: C. 62 To:Board of Supervisors From:Mark Peterson, District Attorney Date:May 23, 2017 Contra Costa County Subject:Contract Amendment with Robert Half International for General Programming and IT Support May 23, 2017 Contra Costa County Board of Supervisors 1410 BACKGROUND: (CONT'D) The Department also continues to need general information technology support while once again going through the recruiting process to hire full time staff. CONSEQUENCE OF NEGATIVE ACTION: The District Attorney will no longer be ably to use this vendor to secure temporary information technology personnel. CHILDREN'S IMPACT STATEMENT: No impact. May 23, 2017 Contra Costa County Board of Supervisors 1411 RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract with Bay Area Community Resources, Inc., a non-profit corporation, in an amount not to exceed $137,605 to provide integrated and collaborative case management prevention and intervention services to EHSD client students and their families for the period July 1, 2017 through June 30, 2018. (100% State) FISCAL IMPACT: $137,605: 100% State BACKGROUND: Bay Area Community Resources, Inc. will provide services for the Integrated Case Management collaborative project at Walter T. Helms Middle School and Lake Elementary School in West Contra Costa County. This work will provide integrated and collaborative case management prevention and intervention services to students and their families in need, with a focus on student and family accountability for school attendance and social and behavioral improvements. CONSEQUENCE OF NEGATIVE ACTION: Valuable services will not be provided. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 70 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Contract with Bay Area Community Resources, Inc. May 23, 2017 Contra Costa County Board of Supervisors 1412 CHILDREN'S IMPACT STATEMENT: This contract supports all of the community outcomes established in the Children's Report Card: (1) "Children Ready for and Succeeding in School"; (2) "Children and Youth Healthy and Preparing for Productive Adulthood"; (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". This is accomplished through providing integrated and collaborative case management prevention and intervention services to students and their families in need. May 23, 2017 Contra Costa County Board of Supervisors 1413 RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Department Director, or designee, to execute a contract with National Cinemedia LLC, including modified indemnification language, in an amount not to exceed $65,000 for in-theater advertising on the growing need for foster parents for the period of June 1, 2017 through December 31, 2017. (100% State) FISCAL IMPACT: $65,000.00: 100% State (Foster Parent Recruitment, Retention, and Support) BACKGROUND: National Cinemedia, LLC will use in-theater, lobby entertainment network (LEN), and banner ad strategies to attract potential caregivers across Contra Costa County. Movie theater advertising will allow the Employment and Human Services Department to expand its foster parent recruitment campaign and adhere to State mandates instructing counties to develop and implement creative strategies for supporting, retaining and recruiting quality relative and non-relative resource families. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Gina Chenoweth 3-1648 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: Rolanda Hartfield, Deputy cc: C. 68 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Contract with National CineMedia, LLC for In-Theater Advertising on Growing Need for Foster Parents May 23, 2017 Contra Costa County Board of Supervisors 1414 CONSEQUENCE OF NEGATIVE ACTION: If this action were not approved, Employment and Human Services Department would be unable to meet state mandates in accordance with AB 403 and SB 1013 (Chapter 35, Statues of 2012) on increasing community awareness of the growing need for foster parents. CHILDREN'S IMPACT STATEMENT: The recruitment, retention and support of foster parents supports all five of the community outcomes established in the Children's Report Card: 1) "Children Ready for and Succeeding in School"; 2) "Children and Youth Healthy and Preparing for Productive Adulthood"; 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 increasing the number of licensed foster parents/resource families in order to provide family support, stability and safety of children. May 23, 2017 Contra Costa County Board of Supervisors 1415 RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract with The Lamar Companies, L.L.C., dba Lamar Advertising in an amount not to exceed $123,336 to produce, maintain, and install foster parent recruitment transit advertising for the period February 21, 2017 through June 30, 2018. (100% State) FISCAL IMPACT: $123,336: 100% State General Fund Foster Parent Recruitment, Retention and Support allocation. BACKGROUND: In order to attract potential foster parents, Employment and Human Services Department (EHSD) plans to use transit advertising for a 52-week campaign throughout Contra Costa County. Lamar Advertising was selected for this project because they produce all of the transit advertising displays for the transit system: County Connection, Tri-Delta, and West CAT. This transit system is comprised of a fleet of approximately 250 buses (40, 140, and 70 respectively). The geographic regions covered encompass; Richmond to Hercules via West CAT, Martinez to San Ramon via County Connection, and Bay Point to Brentwood via Tri Delta. The EHSD proposed display project will utilize APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 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:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Contract with The Lamar Companies, L.L.C., dba Lamar Advertising May 23, 2017 Contra Costa County Board of Supervisors 1416 BACKGROUND: (CONT'D) 15% of this system’s fleet. Placing ads via Lamar Advertising on public transit buses throughout the county will allow EHSD to reach a larger demographic. These ads will serve as moving billboards throughout EHSD's targeted cities. This campaign will provide exposure with local commuters, drivers, and pedestrians. CONSEQUENCE OF NEGATIVE ACTION: EHSD will be unable to increase community awareness of the desperate need for caregivers as well as build the capacity to meet state mandates in accordance with AB 403 and SB 1013 (Chapter 35, Statues of 2012). Furthermore, the County would not be able to fully execute it's Foster Parent Recruitment, Retention and Support program plan which was approved and awarded funding by the Department of Social Services. Inability to spend down the state allocation for these activities could result in the County forfeiting current and future funds for these mandated activities. CHILDREN'S IMPACT STATEMENT: The recruitment, retention and support of foster parents supports all five of the community outcomes established in the Children's Report Card: 1) "Children Ready for and Succeeding in School"; 2) "Children and Youth Healthy and Preparing for Productive Adulthood"; 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 increasing the number of licensed foster parents/resource families in order to provide family support, stability and safety of children. May 23, 2017 Contra Costa County Board of Supervisors 1417 RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract with Uplift Family Services, a non-profit corporation, in an amount not to exceed $896,750 to provide Kinship Support and Respite Care Services for the period July 1, 2017 through June 30, 2018. (100% State) FISCAL IMPACT: $896,750: 100% State Kinship Support Services BACKGROUND: Uplift Family Services provides Family Enhancement Collaborative (FEC) services to the Children and Family Services (CFS) Bureau. Services under the Family Enhance Collaborative include shared family care, kinship, and family preservation. The Kinship Support Services Program provides multiple support services to help relative caregivers and children remain safe, healthy, and nurturing. Kinship services include site based monitoring services where parents with children in the Child Welfare System live with mentor families and receive a variety of professional services so the family can become self-sufficient, safe, and remain together. Uplift Family Services also provides respite care services. CONSEQUENCE OF NEGATIVE ACTION: The Employment and Human Services Department will be unable to provide valuable services to help children remain safe, healthy, and nurtured. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 77 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Contract with Uplift Family Services May 23, 2017 Contra Costa County Board of Supervisors 1418 CHILDREN'S IMPACT STATEMENT: This contract supports all of the community outcomes established in the Children's Report Card: (1) "Children Ready for and Succeeding in School"; (2) "Children and Youth Healthy and Preparing for Productive Adulthood"; (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 family support and stability and safety of children, thereby preventing out-of-home placements. May 23, 2017 Contra Costa County Board of Supervisors 1419 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #23-226-13 with Boehm and Associates, a partnership, in an amount not to exceed $150,000 to provide consulting and technical assistance on workers’ compensation laws and third party liability recovery for the period from July 1, 2017 through June 30, 2018. FISCAL IMPACT: This contract is funded 100% Third-Party revenue from collection activities. (No rate increase) BACKGROUND: On July 21, 2015, the Board of Supervisors approved Contract #23-226-12 with Boehm and Associates for the provision of consulting and technical assistance for workers’ compensation laws and recovery rights under personal injury law in third-party liability cases, for the period from July 1, 2015 through June 30, 2017. Approval of Contract #23-226-13 will allow the Contractor to continue to provide consulting and technical assistance on workers’ compensation laws and recovery rights under personal injury law in third-party liability cases, through June 30, 2018. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: K Cyr, M Wilhelm C. 97 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Contract #23-226-13 with Boehm and Associates May 23, 2017 Contra Costa County Board of Supervisors 1420 CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, the Department will not have access to Contractor’s expertise on workers’ compensation laws and recovery rights under personal injury law in third-party liability cases. May 23, 2017 Contra Costa County Board of Supervisors 1421 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #26-395-21 with LocumTenens.com, LLC, a limited liability company, in an amount not to exceed $2,250,000, to provide temporary physician services at Contra Costa Regional Medical Center and Contra Costa Health Centers (CCRMC), for the period from March 1, 2017 through February 29, 2020. FISCAL IMPACT: This Contract is funded 100% Hospital Enterprise Fund I. (Rate increase) BACKGROUND: On April 19, 2016 the Board of Supervisors approved Contract #26-395-20 with LocumTenens.com, LLC for the provision of temporary physician services CCRMC for the period from March 1, 2016 through February 28, 2017. Approval of Contract #26-395-21 will allow Contractor to continue providing temporary physician services at CCRMC through February 29, 2020. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, patients requiring temporary physician services will not have access to Contractor’s services. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: K Cyr, M Wilhelm C. 78 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Contract #26-395-21 with LocumTenens.com, LLC May 23, 2017 Contra Costa County Board of Supervisors 1422 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #26-721-5 with Minh Nguyen, M.D., an individual, in an amount not to exceed $195,000, to provide pulmonology physician services in the Critical Care Unit at Contra Costa Regional Medical Center (CCRMC) for the period from June 1, 2017 through May 31, 2020. FISCAL IMPACT: This Contract is funded 100% Hospital Enterprise Fund I. (No rate increase) BACKGROUND: On July 8, 2014, the Board of Supervisors approved Contract #26-721-3 (as amended by Amendment Agreement #26-721-4) with Minh Hiep Nguyen, M.D., for the provision of pulmonary physician services in the Critical Care Unit at CCRMC, for the period from June 1, 2014 through May 31, 2017. Approval of Contract #26-721-5 will allow Contractor to continue providing pulmonology physician services in the Critical Care Unit at CCRMC through May 31, 2020. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: K Cyr, M Wilhelm C. 72 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Contract #26-721-5 with Minh Hiep Nguyen, M.D. May 23, 2017 Contra Costa County Board of Supervisors 1423 CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, patients requiring pulmonary critical care physician services will not have access to Contractor’s services. May 23, 2017 Contra Costa County Board of Supervisors 1424 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #26-891-3 with Pro Transport-1 LLC, a Limited Liability Company, in an amount not to exceed $125,000, to provide non-emergency patient transportation services for Contra Costa Regional Medical Center and Health Centers (CCRMC) patients, for the period from June 1, 2017 through May 31, 2018. FISCAL IMPACT: This Contract is funded 100% Hospital Enterprise Fund I. (Rate increase) BACKGROUND: On August 2, 2016, the Board of Supervisors approved Contract #26-891-1 with Pro Transport-1 LLC, for the provision of non-emergency ambulance transportation services, for patients of CCRMC, twenty-four hours a day, seven days a week, including all holidays, for the period from June 1, 2016 through May 31, 2017. Approval of Contract #26-891-3, will allow the Contractor to continue to provide non-emergency ambulance transportation services for patients at CCRMC, through May 31, 2018. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: K Cyr, M Wilhelm C. 86 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Contract #26-891-3 with Pro Transport-1, LLC May 23, 2017 Contra Costa County Board of Supervisors 1425 CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, County patients will not have access to Contractor’s transportation services. May 23, 2017 Contra Costa County Board of Supervisors 1426 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #27-272-11 with East Bay Retina Consultants, A Medical Group, Inc., a corporation, in an amount not to exceed $500,000, to provide ophthalmology and retina surgery services to Contra Costa Health Plan (CCHP) members for the period from June 1, 2017 through May 31, 2019. FISCAL IMPACT: This Contract is funded 100% by Contra Costa Health Plan Enterprise Fund II. (No rate increase) BACKGROUND: On April 21, 2015, the Board of Supervisors approved Contract #27-272-10 with East Bay Retina Consultants, A Medical Group, Inc., for the period from June 1, 2015 through May 31, 2017, for the provision of ophthalmology and retina surgery services, to CCHP members. Approval of Contract #27-272-11 will allow Contractor to continue providing ophthalmology and retina surgery services through May 31, 2019. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: A Floyd, M Wilhelm C. 88 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Contract #27-272-11 with East Bay Retina Consultants A Medical Group, Inc. May 23, 2017 Contra Costa County Board of Supervisors 1427 CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, certain specialized 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. May 23, 2017 Contra Costa County Board of Supervisors 1428 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #27-911-2 with Express Medicine Urgent Care, Inc., a corporation, in an amount not to exceed $400,000, to provide primary care services to Contra Costa Health Plan (CCHP) members and County recipients for the period from June 1, 2017 through May 31, 2019. FISCAL IMPACT: This Contract is funded 100% by Contra Costa Health Plan Enterprise Fund II. (No rate increase) BACKGROUND: On April 21, 2015, the Board of Supervisors approved Contract #27-911-1 with Express Medicine Urgent Care, Inc., for the provision of primary care services to CCHP members and County recipients, for the period from June 1, 2015 through May 31, 2017. Approval of Contract #27-911-2 will allow Contractor to continue providing primary care services to CCHP members and County recipients through May 31, 2019. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, certain specialized 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: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: A Floyd , M Wilhelm C. 76 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Contract #27-911-2 with Express Medicine Urgent Care, Inc. May 23, 2017 Contra Costa County Board of Supervisors 1429 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #27-975-1 with George Counelis, M.D., Inc. (dba Bay Area Neurosciences), a corporation, in an amount not to exceed $300,000, to provide neurosurgery services to Contra Costa Health Plan (CCHP) members for the period from June 1, 2017 through May 31, 2019. FISCAL IMPACT: This Contract is funded 100% by Contra Costa Health Plan Enterprise Fund II. BACKGROUND: The Health Plan has an obligation to provide certain specialized health care services for its members under the terms of their Individual and Group Health Plan membership contracts with the County. Under Contract #27-975-1, the Contractor will provide neurosurgery services to CCHP members through May 31, 2019. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: A Floyd , M Wilhelm C. 90 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Contract #27-975-1 with George Counelis, M.D., Inc. (DBA Bay Area Neurosciences) May 23, 2017 Contra Costa County Board of Supervisors 1430 CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, certain specialized 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. May 23, 2017 Contra Costa County Board of Supervisors 1431 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #74-099-14 with John Dawdy, Esq., an individual, in an amount not to exceed $168,000, to sit as the certification review hearing officer for patients involuntarily confined by County, for the period from July 1, 2017 through June 30, 2019. FISCAL IMPACT: This Contract is funded 100% Mental Health Realignment. (Rate Increase) BACKGROUND: Psychiatric patients who have been involuntarily confined have a legal right to a hearing to determine whether they meet the criteria for continued detention and, in some cases, whether they lack the capacity to refuse or consent to anti-psychotic medications. The certification review hearing officer conducts these hearings, which are mandated by law. On July 7, 2015, the Board of Supervisors approved Contract #74-099-13 with John Dawdy, Esq., for the period from July 1, 2015 through June 30, 2017, to sit as the certification review hearing officer for patients involuntarily APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: K Cyr, M Wilhelm C. 95 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Contract #74-099-14 with John Dawdy, Esq. May 23, 2017 Contra Costa County Board of Supervisors 1432 BACKGROUND: (CONT'D) confined by County. Approval of Contract #74-099-14 will allow the Contractor to continue providing services through June 30, 2019. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, there will be no hearing officer and the County will therefore be unable to conduct hearings as required by law. May 23, 2017 Contra Costa County Board of Supervisors 1433 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract #74-309-1 with Amador Institute, Inc., a non-profit corporation, in an amount not to exceed $440,860, to provide mental health services for Seriously Emotionally Disturbed (SED) adults, adolescents and latency-aged children, for the period from May 1, 2017 through June 30, 2018. This Contract includes a six-month automatic extension through December 31, 2018, in an amount not to exceed $188,940. FISCAL IMPACT: This Contract is funded 50% Federal Financial Participation; 50% Mental Health Realignment. BACKGROUND: This Contract meets the social needs of County’s population by providing mental health services for Seriously Emotionally Disturbed (SED) adults, adolescents and latency-aged children. Under Contract #74-309-1, the Contractor will provide mental health, case management and crisis intervention services to SED adults, adolescents and latency-age children in East Contra Costa County, through June 30, 2018. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor John Gioia, District I Supervisor Candace Andersen, District II Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: E Suisala, M Wilhelm C. 91 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Contract #74-309-1 with Amador Institute, Inc. May 23, 2017 Contra Costa County Board of Supervisors 1434 CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, Seriously Emotionally Disturbed (SED) adults, adolescents and latency-aged children will not receive mental health services. CHILDREN'S IMPACT STATEMENT: This program supports the following Board of Supervisors’ community outcomes: “Children Ready For and Succeeding in School”; “Families that are Safe, Stable, and Nurturing”; and “Communities that are Safe and Provide a High Quality of Life for Children and Families”. Expected program outcomes include an increase in positive social and emotional development as measured by the Child and Adolescent Functional Assessment Scale (CAFAS). May 23, 2017 Contra Costa County Board of Supervisors 1435 RECOMMENDATION(S): APPROVE and AUTHORIZE the Chief Information Officer, or designee, to execute a contract amendment with E-3 Systems, to extend the term expiration from May 31, 2017 to May 31, 2018 and increase the payment limit by $1,500,000 to a new payment limit of $4,750,000 to continue to provide, on an as-needed basis, installation and maintenance of telecommunications cabling. FISCAL IMPACT: $1,500,000 increase. The costs incurred by the Department of Information Technology for services rendered by this contractor are reimbursed by departments or agencies receiving the services. BACKGROUND: This contractor provides installation and maintenance of telecommunications cabling on an as-needed basis. These services are outside the scope of the normal duties of the Department of Information Technology requiring the retention of a specialized services contractor. E-3 Systems was selected in DoIT's 2012 RFP bid #1208-003. The contractor then won a cabling services contract with Alameda County; Contract #901370, Procurement contract #12732 with a term expiration date of December 2018. The proposed contract extension will piggyback on Alameda County's RFP in order to delay the need for and cost of a new competitive bid solicitation. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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 Woo (925) 383-2688 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: Rolanda Hartfield, Deputy cc: C. 67 To:Board of Supervisors From:Ed Woo, Chief Information Officer Date:May 23, 2017 Contra Costa County Subject:E3 Systems Professional Services Contract Amendment/Extension May 23, 2017 Contra Costa County Board of Supervisors 1436 CONSEQUENCE OF NEGATIVE ACTION: If the request is not approved, Information Technology may be unable to maintain the countywide telecommunications network should an issue emerge requiring maintenance or installation of telecommunication cabling. May 23, 2017 Contra Costa County Board of Supervisors 1437 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Contract Extension Agreement #23-564-4 with Soliant Health, Inc., a corporation, for recruitment services for the Information Systems Unit of the Health Services Department, to extend the termination date from June 30, 2017 to June 30, 2018. FISCAL IMPACT: None, there is no change in the Contract Payment Limit of $970,200. (No rate increase) BACKGROUND: In January 2015, the County Administrator approved and the Purchasing Services Manager executed Contract #23-564 with Soliant Health, Inc. (as amended by Amendment Agreements #23-564-1 through #23-564-3) for the provision of recruitment services for the Information Systems Unit of the Health Services Department, for the period from January 1, 2015 through June 30, 2017. Approval of Contract Extension Agreement #23-564-4 will allow the Contractor to continue providing recruitment services to the Information Systems Unit through June 30, 2018. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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, 925-335-8700 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: Rolanda Hartfield, Deputy cc: K Cyr, M Wilhelm C. 73 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Extension #23-564-4 with Soliant Health, Inc. May 23, 2017 Contra Costa County Board of Supervisors 1438 CONSEQUENCE OF NEGATIVE ACTION: If this extension is not approved, the Information Systems Unit will not be able to recruit and fill vacant positions. May 23, 2017 Contra Costa County Board of Supervisors 1439 RECOMMENDATION(S): 1. RATIFY the execution of a Software License Agreement and a Support Services Agreement, by the Sheriff-Coroner, with Level II, Inc., effective April 8, 2016, in an amount not to exceed $300,000 for California Law Enforcement Telecommunications System (CLETS) connectivity software and services; and 2. APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute Amendment No. 1 to Software and Services Agreement for the term April 8, 2017 through April 7, 2018, with an annual renewal thereafter until terminated for the purchase of additional licenses and software support. FISCAL IMPACT: $300,000, 100% General Fund; Budgeted BACKGROUND: The Sheriff-Coroner Office executed a Software License Agreement and a Support Services Agreement with Level II, Inc., in April 2016 and paid for the first year of services with a purchase order. Ratification of these agreements APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 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:May 23, 2017 Contra Costa County Subject:Level II, Inc. May 23, 2017 Contra Costa County Board of Supervisors 1440 BACKGROUND: (CONT'D) is necessary. Additional software licenses have been obtained by the Sheriff’s Office during since the agreements were entered into and the Support Services Agreement needs to be amended to allow for the payment of the additional licenses and continued support. Level II Incorporated is the Sheriff’s Office vendor for our Message Switch product. The message switch is the conduit that allows all Law Enforcement in Contra Costa County to connect to the California Law Enforcement Telecommunications System (CLETS). CLETS is a compilation of multiple databases including Stolen Vehicle System, Wanted Persons System, Missing and Unidentified system etc. CLETS is critical data for officer safety as well as the public’s safety. This product is also used by the Courts, District Attorney’s Office, Fire Investigation and Probation. CONSEQUENCE OF NEGATIVE ACTION: Officer and public safety would be compromised. CHILDREN'S IMPACT STATEMENT: None. May 23, 2017 Contra Costa County Board of Supervisors 1441 RECOMMENDATION(S): APPROVE and AUTHORIZE the Chief Information Officer, or designee, to execute a Support Services Description Schedule with Microsoft Corporation in an amount not to exceed $377,120 to extend Microsoft premier support services for the period June 13, 2017 through June 12, 2018. FISCAL IMPACT: $377,120 (100% User Fees); the entire cost is budgeted in DoIT's Fiscal Year 2017/18 budget and recovered through DoIT's billing process. BACKGROUND: The Department of Information Technology initiates the renewal of the Microsoft Premier Support each year. Premier Support is essential for the ongoing operation of many of the County's desktop computers and servers. The County is party to a Microsoft Premier Support Services Agreement dated June 13, 2014, that is extended each year for continued support services. In accordance with Administrative Bulletin No 611.0, County Departments are required to obtain Board approval for single item purchases over $100,000. The County Administrator's Office has reviewed this request and recommends approval. CONSEQUENCE OF NEGATIVE ACTION: This support is a critical component to maintaining the county's workstations and servers. Without it, DoIT may be unable to resolve issues that arise during the course of normal County business. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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 Woo (925) 383-2688 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: Rolanda Hartfield, Deputy cc: C. 74 To:Board of Supervisors From:Ed Woo, Chief Information Officer Date:May 23, 2017 Contra Costa County Subject:Microsoft Premier Support Renewal May 23, 2017 Contra Costa County Board of Supervisors 1442 RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract amendment, effective April 1, 2017, with Monument Impact, decreasing the payment limit by $117,709 to a new payment limit of $178,840 for job services to limited English proficient California Work Opportunity and Responsibility to Kids (CalWORKs) clients and extend the term to July 1, 2016 through August 31, 2017. (100% Federal) FISCAL IMPACT: $178,840: 100% Federal (California Work Opportunity and Responsibility to Kids (CalWORKs), single allocation) BACKGROUND: California Work Opportunity and Responsibility to Kids (CalWORKs) Welfare-to-Work (WTW) recipients face multiple barriers to employment. As a result, recipients may participate in a variety of activities leading to employment. Among the primary activities for the recipients referred to Contractor for services are job readiness, job search and job placement, and English as a second language (ESL) classes in the local adult schools, community colleges, or other appropriate educational institutions. This decrease in the payment limit is due to a decrease in referrals requiring contractor services and the extension will allow completion of the open bid process. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Rolanda Hartfield, Deputy cc: C. 79 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Monument Impact Amendment, Job Services for Limited English Proficient CalWORKs Clients May 23, 2017 Contra Costa County Board of Supervisors 1443 CONSEQUENCE OF NEGATIVE ACTION: Without the contract extension, job training services to limited English speaking CalWORKs clients would terminate. CHILDREN'S IMPACT STATEMENT: This contract directly supports two of the five community outcomes established in the Children's Report Card: (3) "Families that are Economically Self Sufficient" and (4) "Families that are Safe, Stable and Nurturing" by providing job training to encourage family self-sufficiency. May 23, 2017 Contra Costa County Board of Supervisors 1444 RECOMMENDATION(S): APPROVE and AUTHORIZE the Purchasing Agent or designee to execute, on behalf of the Chief Information Officer, a purchase order with AT&T, under Change Order GBS194737-21, in an amount not exceed $783,500 for the purchase of Cisco IP telephones in support of a hosted communication system for the Employment and Human Services Department. FISCAL IMPACT: The cost of the new system and service will be charged back to the owning departments via DoIT's billing system. The new hosted telephone system is expected to result in long-term cost savings due to the use of combined network and phone services. One-time supplemental costs are anticipated related to the changeover and publication of new phone numbers and office stationary. BACKGROUND: The County is moving away from a premise-based phone system. The move to a hosted system will allow DoIT to react and provide services to new or remodeled buildings in a timely manner. The AT&T Hosted Unified Communication Service is a Cisco based platform allowing for enhanced features (unified communication), functions (remote worker) and deployment of a 911 (EMS location specific information) service countywide. These services would provide the County with enhanced disaster recovery ability, multi-source access to phone service (smartphone application), voicemail, call center application and emergency services. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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 Woo, (925) 608-4071 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: Rolanda Hartfield, Deputy cc: C. 80 To:Board of Supervisors From:Ed Woo, Chief Information Officer Date:May 23, 2017 Contra Costa County Subject:Purchase order with AT&T Change Order GBS194737-21 May 23, 2017 Contra Costa County Board of Supervisors 1445 BACKGROUND: (CONT'D) As DoIT rolls out the new phone system numbers will change. To minimize disruption, a number range will be provided to each department before the phone cutover begins, enabling new numbers to be published online and in email auto-signatures. Departments will also be able to forward a new phone number to an old phone number, enabling a department to advertise the new numbers even before the new phone system is installed. On July 27, 2009, the Chief Information Officer (CIO) executed a Master Agreement with AT&T for all services and equipment bought from AT&T, from that point going forward, that are provided under Pricing Schedules attached to or referencing the Master Agreement ("Services"). As per the Master Agreement, other services may be provided by signing additional Pricing Schedules at any time. The CIO subsequently executed an AT&T Statement of Work Addendum to Master Agreement (GBS194737), dated July 24, 2014. The CIO's execution of the Master Agreement and Statement of Work Addendum to Master Agreement (GBS194737) was ratified by the Board of Supervisors on May 2, 2017, under Consent item No. 22. GBS194737-21 allows for the Department of Information Technology to purchase Cisco IP telephones to be used in conjunction with the AT&T Hosted Unified Communication service being deployed at the Employment and Human Services Department. In accordance with Administrative Bulletin No 611.0, County Departments are required to get Board approval for purchases over $100,000. The County Administrator’s Office has reviewed this request and recommends approval. CONSEQUENCE OF NEGATIVE ACTION: If this is not approved, DoIT will be unable to procure the equipment needed to complete the deployment of the new telephone system for the Employment and Human Services administration department at 40 Douglas Dr. Martinez. May 23, 2017 Contra Costa County Board of Supervisors 1446 RECOMMENDATION(S): Approve and authorize the Purchasing Agent, on behalf of the Health Services Department, to execute (1) a purchase order with MCG Health, LLC, in an amount not to exceed $300,000, and (2) a Master License Agreement with MCG Health, LLC for hosted patient utilization management software for the Contra Costa Health Plan’s determination of medical necessity according to regulatory requirements, for the period from May 9, 2017 through November 8, 2017. FISCAL IMPACT: 100% funding is included in the Hospital Enterprise Fund I budget. BACKGROUND: MCG Health, LLC will provide Contra Costa Health Plan (CCHP) with access to hosted software that uses evidence based guidelines to establish medical necessity, level of care appropriateness, medical justification determination and compliance. Through real-time clinical application, the CCHP utilization management department will be able to deliver determinations on clinical requests to providers efficiently, and knowing decisions are supported by evidence based criteria. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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, 925-335-8700 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: Rolanda Hartfield, Deputy cc: Tasha Scott, Marcy Wilhelm, Renee Nunez C. 82 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Purchase Order with MCG Health, LLC for Milliman software implementation May 23, 2017 Contra Costa County Board of Supervisors 1447 BACKGROUND: (CONT'D) MCG Health, LLC will provide evidence based research to present the most effective courses of treatment and best quality of care. Approval of this Purchase Order and the Master License Agreement will allow the Contractor to provide a static version application for the Utilization Management Department at Contra Costa Health Plan through November 8, 2017, and allow CCHP to maintain its compliance with regulatory requirements regarding patient utilization review. The Master License Agreement obligates the County to indemnify MCG for losses arising out of County’s use of the software or system for other than their intended purpose or in a manner inconsistent with the agreement, and for any claim, action or proceeding relating to the personal injury or death of any patient. May 23, 2017 Contra Costa County Board of Supervisors 1448 RECOMMENDATION(S): Approve and authorize the Purchasing Agent, on behalf of the Health Services Department, to execute (1) a Change Order to existing Purchase Order F007029 with Software ONE Inc., to increase the amount by $300,000 to a total of $305,284 for the purchase of Microsoft Office License upgrades for the period of April 1, 2017 through December 31, 2017, and (2) Program Signature Form Amendment to the Microsoft Enterprise Agreement. FISCAL IMPACT: 100% Funding is included in the Hospital Enterprise Fund I Budget. BACKGROUND: Health Services plans to (1) consolidate and simplify license renewals and acquisitions for Microsoft products with one vendor, and (2) migrate off of the Lotus Notes platform to Office 365 for the Office 365 Transition Project, thereby creating centralized user management of multiple email and office systems, eliminate maintenance cost of physical hardware within our Data Center, and reduce cost on backup and storage infrastructure. During a recent migration audit, it was discovered numerous county machines are unlicensed on Microsoft products supportive of the migration. In addition to serving as the migration catalyst, this purchase is an upgrade in lieu of paying the licensing true-up fee, and will save the Department 85% of the actual cost. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 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. 84 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Purchase Order with Software ONE Inc., for Microsoft License Upgrades May 23, 2017 Contra Costa County Board of Supervisors 1449 CONSEQUENCE OF NEGATIVE ACTION: Health Services would be required to pay an 85% greater true-up fee to avoid a situation for being out of compliance for licensed machines. Furthermore, failure to upgrade licensing would perpetuate obsolete and inefficient systems, and postpone the planned Office 365 Transition Project. May 23, 2017 Contra Costa County Board of Supervisors 1450 RECOMMENDATION(S): APPROVE and AUTHORIZE the Purchasing Agent or designee to execute, on behalf of the Chief Information Officer-Department of Information Technology, a purchase order amendment with CDW-G, to increase the payment limit by $143,390 to a new payment limit of $368,140 for computer anti-virus software licensing and support through September 26, 2018, and add Sophos professional services and enabling next-generation ransomware and exploit protection Countywide to increase security and protection of the County's wide area network. FISCAL IMPACT: $143,390 (100% User Fees); the entire cost is charged to the receiving departments through DoIT's billing process. BACKGROUND: The Department of Information Technology (DoIT) has standardized anti-virus software protection for countywide computer systems. DCW-G offers discounted pricing under National IPA Technology Solutions contract number 130733. Sophos Complete Security Suite subscription is installed on servers, desktop computers, and laptops throughout the County to help ensure continuity in support and protection. In accordance with Administrative Bulletin No 611.0, County Departments are required to obtain Board approval for single item purchases over $100,000. The County's Administrator's Office has reviewed this request and recommends approval. CONSEQUENCE OF NEGATIVE ACTION: Various servers, desktop computers, laptops and other electronic devices throughout the County may be susceptible to virus and malware. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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 Woo (925) 383-2688 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: Rolanda Hartfield, Deputy cc: C. 75 To:Board of Supervisors From:Ed Woo, Chief Information Officer Date:May 23, 2017 Contra Costa County Subject:Sophos Complete Antivirus and Data Protection True-up and Upgrade May 23, 2017 Contra Costa County Board of Supervisors 1451 RECOMMENDATION(S): APPROVE and AUTHORIZE the County Administrator to execute a contract with KMI Human Resources Consulting, Inc., in an amount not to exceed $425,000 to continue providing specialized administrative services for the period July 1, 2017 through June 30, 2018. FISCAL IMPACT: The contract will be paid at the rate of $130.00 to $195.00 per hour, as utilized. (100% General Fund) BACKGROUND: This contract will allow the County Administrator's Office to provide ongoing human resources and labor relations services to the Board of Supervisors and County departments. The contract may be terminated by the County Administrator upon three days notice to the Contractor, or canceled immediately by written mutual consent. CONSEQUENCE OF NEGATIVE ACTION: If this action is not approved, the County will not secure additional specialized professional administrative services and the County will be negatively impacted. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Lisa Driscoll, County Finance Director (925) 335-1023 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: Rolanda Hartfield, Deputy cc: Robert Campbell, County Auditor-Controller, Dianne Dinsmore, Human Resources Director C. 96 To:Board of Supervisors From:David Twa, County Administrator Date:May 23, 2017 Contra Costa County Subject:Specialized Services Contract with KMI Human Resources Consulting, Inc. May 23, 2017 Contra Costa County Board of Supervisors 1452 RECOMMENDATION(S): APPROVE and AUTHORIZE the Auditor-Controller, or designee, to pay stipends in an amount not to exceed $15 per individual for one-half day, or $25 per individual for one full day to foster parents and birth parents, for a total payment amount not to exceed $95,000 for attendance at training workshops, focus groups, and meetings for the period July 1, 2017 through June 30, 2019. FISCAL IMPACT: $95,000; 50% Child Welfare Allocation (10% County 48% State; 42% Federal), 50% Substance Abuse HIV Funding (7.5% County; 17.5% State and 75% Federal) BACKGROUND: Employment and Human Services (EHSD) supports and convenes trainings, meetings, workshops, and focus groups to meet mandated and discretionary training requirements for foster parents and birth parents, In order to encourage participation, EHSD often includes provisions for reasonable stipends to be paid to program participants in funding applications. The involvement of program participants is critical in designing and modifying effective programs. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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, 3l3-1717 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: May 23, 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:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Stipends to foster parents and birth parents for trainings, workshops, and focus groups May 23, 2017 Contra Costa County Board of Supervisors 1453 CONSEQUENCE OF NEGATIVE ACTION: Without approval of stipends for attendance, foster parents and birth parents may be precluded from attendance and interaction in the ongoing system of change and development of services. CHILDREN'S IMPACT STATEMENT: Not applicable. May 23, 2017 Contra Costa County Board of Supervisors 1454 RECOMMENDATION(S): ACCEPT the 2016 annual report from the Hazardous Materials Commission. FISCAL IMPACT: None. BACKGROUND: Board Resolution NO. 2002/377 requires each regular and ongoing board, commission or committee to annually report to the Board of Supervisors on its activities, accomplishments, membership attendance, require training/certification (if any), and proposed work plan or objectives for the following year. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Michael Kent, 925-313-6587 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: June McHuen, Deputy cc: Tasha Scott, Marcy Wilhelm, Michael Kent C.103 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:ACCEPT the 2016 annual report from the HMC May 23, 2017 Contra Costa County Board of Supervisors 1455 ATTACHMENTS Report May 23, 2017 Contra Costa County Board of Supervisors 1456 2016 ANNUAL REPORT Advisory Body Name: Hazardous Materials Commission Advisory Body Meeting Time/Location: Fourth Thursday of every month, 4-6 pm, 2477 Arnold Industrial Way, Concord Chair: George Smith, Environmental Engineer Seat Staff: Michael Kent, Contra Costa Health Services Reporting Period: January-December, 2016 ACTIVITIES Reviewed recommendations on pipeline safety by the Pipeline Safety Trust. Received a presentation from the Bay Area Air Quality Management District concerning their proposed regulation for oil refinery emissions. Received a presentation on the Adapting to Rising Tides study of sea-level rise for Contra Costa County from the Bay Conservation and Development Commission. Participated in the Northern Waterfront Economic Development Quality of Life committee. Provided input on a consumer survey about Pharmaceutical disposal. Reviewed the recommendations of the Adapting to Rising Tides study that pertained to hazardous materials. Received a presentation on Industrial Cyber Security from the Department of Homeland Security. Participated in the review of the County’s Industrial Safety Ordinance. Reviewed proposed changes to the Industrial Safety Ordinance and supported the recommendation that Commission review of the Ordinance become a format part of the review process. Received a presentation from the Bay Area Air Quality Management District on their proposed Toxic Air Contaminants rule. Began development of a brochure on emergency planning for congregant facilities near pipelines. Held triannual Commission planning retreat. Conducted 2 annual meetings with County Supervisors ACCOMPLISHMENTS The Commission continued its work on proper pharmaceutical disposal by monitoring the development of local ordinances throughout California and participating in the Contra Costa Prescription Drug Abuse Prevention Coalition. May 23, 2017 Contra Costa County Board of Supervisors 1457 The Commission supported the development of a local Extended-Producer-Responsibility style ordinance for pharmaceutical collection and provided comments to the Board of Supervisors on a draft Pharmaceutical Disposal Ordinance. The Commission provided input to the Board of Supervisors concerning the recommendations in the Pipeline Safety Trust report on pipeline safety in Contra Costa County. The Commission began development of a brochure on emergency planning for congregant facilities near pipelines. The Commission provided input to the County’s review of the Industrial Safety Ordinance. The Commission began developing input to the Board of Supervisors concerning adoption of hazardous materials-related recommendations of the Adapting to Rising Tides Study. ATTENDANCE/REPRESENTATION The 13-member Commission has members from organized labor, environmental groups, industry, cities, environmental engineering firms, and the public at large. The Commission has membership from all regions of the County. All seats on the Commission were occupied this year. The Commission held 8 meetings this year. The Operations committee met 9 times this year and the Planning & Policy committee met 5 times this year. The Commission meetings averaged of 11 of the 13 members or their alternates being present. TRAINING/CERTIFICATION No training or certification was provided or conducted. PROPOSED WORK PLAN/OBJECTIVES FOR THIS YEAR The Commission held a planning retreat in December, 2016 and decided that their priorities for 2017 - 2019 would be: Continue to monitor the implementation of the Pharmaceutical Disposal Ordinance. Conduct formal annual reviews of the Industrial Safety Ordinance. Consider policies to redevelop brownfields within the Northern Waterfront Economic Development Initiative. Complete development of pipeline emergency preparedness brochure. Monitor pipeline safety issues. Consider the hazardous materials issues in the Adapting to Rising Tides Study and address policy issues as they arise. Sponsor a workshop on cybersecurity. Monitor rail transport of crude oil safety issues including tank car design. Monitor implementation of refinery air quality and safety regulations. May 23, 2017 Contra Costa County Board of Supervisors 1458 RECOMMENDATION(S): Authorize the Chair of the Board of Supervisors to sign the attached County Subvention Program Certificates of Compliance for the County Subvention and Medi-Cal Cost Avoidance Programs as administered by the California Department of Veterans Affairs (CDVA). FISCAL IMPACT: The submission of these documents to CDVA allows the County to receive Subvention and Medi-Cal Cost Avoidance revenue for the 2017-2018 fiscal year, decreasing dependence on the County General Fund. It is anticipated that approximately $196,600 will be received, which is estimated to be $188,894 for Subvention and $7,706 for Medi-Cal. BACKGROUND: CDVA administers the above two revenue programs per California Code of Regulations, Title 12, Subchapter 4. CDVA conducts annual audits of these program operations to determine whether the workload and staffing needs are consistent with the reported workload activity. For FY 2014-15, the County received $90,070 in Subvention and $5,338 in Medi-Cal Cost Avoidance and in 2015-16, $188,894 and $7,706 was received, per the Military and Veterans Code of California, sections 972, 972.1 and 972.5. The significant increase between FY 2014-15 and 2015-16 is due to a "one-time special subvention" APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Robert Campbell, County Auditor-Controller C.100 To:Board of Supervisors From:David Twa, County Administrator Date:May 23, 2017 Contra Costa County Subject:Certificate of Compliance and Medi-Cal Cost Avoidance Program Agreement May 23, 2017 Contra Costa County Board of Supervisors 1459 BACKGROUND: (CONT'D) of $85,793, which effective November of 2015 was authorized as ongoing funding. FY 2016-2017 revenue is consistent with revenue received in prior years and it is anticipated that FY 2017-18 will be consistent with FYs 2015-16 and 2016-17 revenues. CONSEQUENCE OF NEGATIVE ACTION: The County would not be able to receive Subvention and Medi-Cal Cost Avoidance revenue. AGENDA ATTACHMENTS Certificate of Compliance - Subvention Certificate of Compliance - Medical Cost Avoidance MINUTES ATTACHMENTS Signed Certificate of Compliance - Subvention Signed Certificate of Compliance - Medical Cost Avoidance May 23, 2017 Contra Costa County Board of Supervisors 1460 Rev 5/3/2017 CALIFORNIA DEPARTMENT OF VETERANS AFFAIRS SUBVENTION CERTIFICATE OF COMPLIANCE FISCAL YEAR 2017/2018 CONTRA COSTA COUNTY COUNTY SUBVENTION PROGRAM Charge: Contribution to counties toward compensation and expenses of their County Veterans Service Office according to Military and Veterans Code Sections 972, and 972.1, a State General Funds Expenditure, and 972.2, a Special Fund Expenditure. County Certification: I certify that Contra Costa County has appointed a veteran to serve as the County Veterans Service Officer according to California Code of Regulations Title 12, Subchapter 4. This County Veterans Service Officer will administer the aid provided for in Military and Veterans Code Division 4, Chapter 5. I further certify that the County Veteran Service Officer will assist every veteran of the United States, as well as their dependents and survivors, in presenting and pursuing such claim as they may have against the United States. The County Veterans Service Officer and all accredited staff will also assist in establishing veterans, dependents and survivors’ rights to any privilege, preference, care or compensation provided for by the laws and regulations of the United States, the State of California, or any local jurisdiction. I also agree that this county, through the County Veterans Service Office, will maintain annual records for audit. These records will be maintained until the final allocation of funds for the subject fiscal year is issued by the CDVA. We will also submit reports in accordance with the procedures and timelines established by CDVA. The County Veterans Service Officer will permit CDVA representatives to inspect all facilities and records. I further authorize the County Veterans Service Officer to actively participate in the promotion of the California Veterans License Plate program. ____________________________ ____________________ Chair, County Board of Supervisors Date (or other County Official authorized by the Board to act on their behalf) May 23, 2017 Contra Costa County Board of Supervisors 1461 May 23, 2017 Contra Costa County Board of Supervisors 1462 Rev 5/3/2017 CALIFORNIA DEPARTMENT OF VETERANS AFFAIRS MEDI-CAL CERTIFICATE OF COMPLIANCE FISCAL YEAR 2017/2018 CONTRA COSTA COUNTY MEDI-CAL COST AVOIDANCE PROGRAM I certify that Contra Costa County has appointed a County Veterans Service Officer (CVSO) in compliance with California Code of Regulations, Title 12, Subchapter 4. Please consider this as our application to participate in the Medi-Cal Cost Avoidance Program authorized by Military and Veterans Code Section 972.5. I understand and will comply with the following: 1. All activities of the CVSO for which payment is made by the CDVA under this agreement will reasonably benefit the Department of Health Services (DHS) or realize cost avoidance to the Medi-Cal program. All County Eligibility Workers who generate a Form CW-5 (Veterans Benefits Referral) will be instructed to indicate the applicant’s Welfare Aid Code on the face of the form. 2. All monies received under this agreement will be allocated to and spent on the salaries and expenses of the CVSO. 3. This agreement is binding only if federal funds are available to the CDVA from the DHS. 4. The CVSO is responsible for administering this program according to the California Code of Regulations, Title 12, Subchapter 4. ____________________________ ____________________ Chair, County Board of Supervisors Date (or other County Official authorized by the Board to act on their behalf) May 23, 2017 Contra Costa County Board of Supervisors 1463 May 23, 2017 Contra Costa County Board of Supervisors 1464 RECOMMENDATION(S): APPROVE a subordination agreement among County of Contra Costa as senior lender, Resources for Community Development (RCD) as junior lender, and Church Lane - Rubicon Partners as borrower that will subordinate County loan payments to payments made to RCD by Church Lane - Rubicon Partners. FISCAL IMPACT: No impact to the General Fund. Church Lane Apartments has existing Community Development Block Grant (CDBG) and Home Investment Partnerships Act (HOME) loans. The lien securing the loan from RCD to the Partnership will be subordinate to the CDBG and HOME loans, but the RCD loan will receive loan payments ahead of the County loans. BACKGROUND: Church Lane Apartments is located at 2555 Church Lane in San Pablo. In 1995 and 1997, the County loaned Church Lane - Rubicon Partners (the "Partnership") $495,000 of (HOME) funds and $245,000 of (CDBG) funds for site acquisition and development of Church Lane Apartments in San Pablo. The loans have a 55-year term with repayments made only when the borrower has surplus revenue. In 2014, an affiliate of Resources for Community Development (RCD) replaced Rubicon Partners as the General Partner in the Partnership with the intention of refinancing and rehabilitating the property. The property needed some immediate repairs and, in 2015, the County provided an additional loan of $455,000 of CDBG funds. At that time, the previous HOME and CDBG loans (principal and accrued interest) were added to the new CDBG allocation resulting in a CDBG loan of $901,533 APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: C.107 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:May 23, 2017 Contra Costa County Subject:Approve Subordination Agreement between Contra Costa County, Resources for Community Development and Church Lane-Rubicon Partners May 23, 2017 Contra Costa County Board of Supervisors 1465 BACKGROUND: (CONT'D) and a HOME loan of $804,400. RCD intends to combine Church Lane Apartments and Idaho Apartments in El Cerrito as a single scattered-site development. As proposed, a new partnership, San Pablo Preservation, L.P., will be the new owner of both properties. The general partner is RCD GP, LLC and RCD is the sole member of the LLC. The limited partner will be a to-be-determined tax credit investor. (The initial limited partner is 112 Alves Lane, Inc.). The new partnership will apply for low-income housing tax credits and tax-exempt bonds, which together with an allocation of funds from the State Department of Housing and Community Development Multifamily Housing Program-Supportive Housing (MHP-SH), will provide funds to refinance the existing bank loans and rehabilitate both properties. The financing plan does not include pre-payment of the County loans. The Partnership currently has a loan with Citibank that may be paid prior to June 30, 2017 without pre-payment penalties. If the loan is not paid by June 30, it will automatically extend for 10 years with substantial pre-payment penalties. Therefore, RCD would like to loan the Partnership $300,000 to payoff the Citibank loan prior to June 30. As proposed, the Partnership will make monthly payments to RCD and will pay the loan in full when the Partnership transfers Church Lane Apartments to the new partnership and completes its planned refinancing. This will not impact the County. The Partnership has not had surplus cash and the County has not been receiving payments. The RCD loan will be at a lower interest rate than the Citibank loan. The debt service payments will be comparable to the current payments. The County loan will be senior in lien position to the RCD loan. The attached subordination agreement will allow payments on the County's loan to be subordinate to the RCD loan. At the time the property is transferred and the refinancing occurs, the County will be requested to fully subordinate to the new lender. The County legal documents associated with the transfer and refinancing will be brought to the Board for approval at a future date. CONSEQUENCE OF NEGATIVE ACTION: If the subordination agreement is not approved, then RCD will not loan the Partnership funds to pay off the Citibank loan prior to June 30, 2017. The Partnership will have to pay approximately $60,000 in pre-payment penalties. ATTACHMENTS Subordination Agreement May 23, 2017 Contra Costa County Board of Supervisors 1466 675/054 Subordination Agreement (County-RCD) Church Lane Apartments 1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: County of Contra Costa Department of Conservation and Development 30 Muir Road Martinez, CA 94553 Attention: Affordable Housing Program Manager No fee document pursuant to Government Code Section 27383 SUBORDINATION AGREEMENT (Church Lane RCD Loan) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN AND RESTRICTIVE COVENANTS AFFECTING THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT AND RESTRICTIVE COVENANTS. THIS SUBORDINATION AGREEMENT (the "Agreement") is made as of May ____, 2017 by Church Lane – Rubicon Partners, a California Limited Partnership, owner of the real property (the "Owner") described on the attached Exhibit A, (which property, together with all improvements now or hereafter located on the property, is hereinafter referred to as the "Property"), and Resources for Community Development, a California nonprofit public benefit corporation (the "Subordinate Lender"), in favor of the County of Contra Costa, a political subdivision of the State of California (the "County"). RECITALS A. Concurrently herewith the Subordinate Lender is providing the Owner a Loan in the amount of Three Hundred Thousand Dollars ($300,000) (the "Subordinate Loan") (the "Subordinate Lender Loan"). The Subordinate Lender Loan is evidenced by a Promissory Note executed by Owner in the amount of the Subordinate Loan (the "Subordinate Lender Note"), and a Deed of Trust with Assignment of Rents, executed by the Owner as trustor, naming the Subordinate Lender as beneficiary, and North American Title Company as trustee, securing the Subordinate Loan (the "Subordinate Lender Deed May 23, 2017 Contra Costa County Board of Supervisors 1467 675/054 Subordination Agreement (County-RCD) Church Lane Apartments 2 of Trust"). The Subordinate Lender Deed of Trust and Subordinate Lender Note are collectively referred to as the "Subordinate Lender Loan Documents". B. Owner and the County have entered into that certain Loan Agreement (the "County Loan Agreement") pursuant to which the County agreed to provide a loan to Owner in the principal amount of Nine Hundred One Thousand Five Hundred Thirty- Three Dollars ($901,533) (the "County CDBG Loan") and a loan to Owner in the principal amount of Eight Hundred Four Thousand Four Hundred Dollars ($804,400) (the “County HOME Loan”, and collectively with the County CDBG Loan, the “County Loan”). The County CDBG Loan is evidenced by a Promissory Note dated December 9, 2015 executed by Owner in the amount of the County CDBG Loan (the "County CDBG Note") and the County HOME Loan is evidenced by a Promissory Note dated December 9, 2015 executed by Owner in the amount of the County HOME Loan (the "County HOME Note"); a Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing executed by the Owner as trustor and recorded on January 12, 2016 in the Official Records of Contra Costa County, as Instrument No. 2016-90005266 naming the County as beneficiary and North American Title Company, a California corporation as trustee (the "County Deed of Trust"); a Regulatory Agreement and Declaration of Restrictive Covenants executed by the County and the Owner and recorded on January 12, 2016 in the Official Records of Contra Costa County, as Instrument No. 2016- 90005265 (the "County Regulatory Agreement"). The County Loan Agreement, County Deed of Trust, County CDBG Note, County HOME Note and County Regulatory Agreement are collectively referred to as the "County Loan Documents". C. As a condition to funding the County Loan, the County requires that the County Loan Documents be unconditionally and at all times remain a lien or charge upon the Property, prior and superior to all the rights of the Subordinate Lender under the Subordinate Lender Loan Documents and that the Subordinate Lender specifically and unconditionally subordinate the Subordinate Lender Loan Documents to the lien or charge of the County Loan Documents. THEREFORE, for valuable consideration and to induce the County to make the County Loan, the Owner, the County, and the Subordinate Lender, hereby agree as follows: 1. The County Loan Documents and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien or charge on the Property prior and superior to the rights of the Subordinate Lender under the Subordinate Lender Loan Documents. The parties agree and acknowledge that this is a lien subordination only and not a subordination of any payments made to Subordinate Lender in accordance with the Subordinate Lender Note prior to payments under the County Loan Documents. 2. This Agreement shall be the whole agreement with regard to the subordination of the Subordinate Lender Loan Documents to the lien or charge of the County Loan Documents, and shall supersede and cancel, but only insofar as would May 23, 2017 Contra Costa County Board of Supervisors 1468 675/054 Subordination Agreement (County-RCD) Church Lane Apartments 3 affect the priority of the County Loan Documents, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Subordinate Loan Documents which provides for the subordination of the Subordinate Loan Documents to a deed or deeds of trust or to a mortgage or mortgages, or to a regulatory agreement. 3. The parties hereto agree to cooperate with each other and perform any acts and execute, acknowledge and deliver any additional agreements, documents, or instruments that may be reasonably necessary or desirable to carry out the provisions or to effectuate the purpose of this Agreement, including, without limitation, execution, acknowledgment, delivery and recordation of any document necessary to clear title to the Property after a foreclosure under the County Deed of Trust, or a transfer of the Property by an assignment or a deed in lieu of foreclosure under the County Deed of Trust. 4. The Subordinate Lender consents to the County Loan and the Subordinate Lender has approved the executed County Loan Documents. 5. This Agreement represents the entire agreement between the parties hereto on the subject matter hereof and, except as expressly provided herein, shall not be affected by reference to any other documents. Neither this Agreement nor any provision hereof may be changed, waived, discharged, or terminated orally, but such may be accomplished only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge, or termination is sought. 6. If any of the provisions or terms of this Agreement shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other of the terms hereof, and this Agreement shall be construed as if such unenforceable term had never been contained herein. 7. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument. May 23, 2017 Contra Costa County Board of Supervisors 1469 675/054 Subordination Agreement (County-RCD) Church Lane Apartments 4 Exhibit A is attached hereto and incorporated herein by this reference. 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. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. OWNER: Church Lane – Rubicon Partners, a California Limited Partnership By: RCD GP LLC, a California limited liability company, its general partner By: Resources for Community Development, a California nonprofit public benefit corporation, its sole member/manager By: ___________________________ Daniel Sawislak Executive Director SUBORDINATE LENDER: Resources for Community Development, a California nonprofit public benefit corporation By: ___________________________ Daniel Sawislak Executive Director May 23, 2017 Contra Costa County Board of Supervisors 1470 675/054 Subordination Agreement (County-RCD) Church Lane Apartments 5 COUNTY: COUNTY OF CONTRA COSTA, a political subdivision of the State of California By:_____________________________ Its:_____________________________ May 23, 2017 Contra Costa County Board of Supervisors 1471 675/054 Subordination Agreement (County-RCD) Church Lane Apartments Exhibit A DESCRIPTION OF PROPERTY LEGAL DESCRIPTION Real property in the City of San Pablo, County of Contra Costa, State of California, described as follows: PARCEL 1 AS SHOWN ON THE SUBDIVISION MS779-94 SAN PABLO, CALIFORNIA, FILED DECEMBER 30, 1994 IN BOOK 165 OF PARCEL MAPS, AT PAGES 50 AND 51, OFFICIAL RECORDS OF CONTRA COSTA COUNTY. EXCEPTING THEREFROM: WATER RIGHTS CONTAINED IN THE DEED FROM THE ROMAN CATHOLIC ARCHBISHOP OF SAN FRANCISCO, A CORPORATION SOLE, TO EAST BAY WATER COMPANY, A CALIFORNIA CORPORATION, RECORDED DECEMBER 31, 1922, BOOK 422 OF DEEDS, PAGE 246 APN: 417-090-015-5 May 23, 2017 Contra Costa County Board of Supervisors 1472 675/054 Subordination Agreement (County-RCD) Church Lane Apartments STATE OF ___________________________ } }SS. COUNTY OF _________________________ } On before me, _________________________, Notary Public, (here insert name and title of the officer) 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 (This area for notary stamp) May 23, 2017 Contra Costa County Board of Supervisors 1473 675/054 Subordination Agreement (County-RCD) Church Lane Apartments STATE OF ___________________________ } }SS. COUNTY OF _________________________ } On before me, _________________________, Notary Public, (here insert name and title of the officer) 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 (This area for notary stamp) May 23, 2017 Contra Costa County Board of Supervisors 1474 675/054 Subordination Agreement (County-RCD) Church Lane Apartments STATE OF ___________________________ } }SS. COUNTY OF _________________________ } On before me, _________________________, Notary Public, (here insert name and title of the officer) 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 (This area for notary stamp) May 23, 2017 Contra Costa County Board of Supervisors 1475 RECOMMENDATION(S): Approve and authorize the Health Services Director, or his designee, to execute, on behalf of the County, Interagency Agreement #72-033-1 with San Ramon Regional Medical Center, a non-profit corporation, to provide storage and maintenance of medical surge assets for the Public Health Department for deployment during an emergency, for the period from June 1, 2017 through May 31, 2022. FISCAL IMPACT: This is a non-financial Agreement. BACKGROUND: The purpose of this Agreement is to set forth the responsibilities of the County and the Agency to delineate the conditions under which the Contra Costa County’s Health Services Department agrees to transfer medical surge assets to San Ramon Regional Medical Center. These assets consist of twelve (12) LTV 1200 ventilators purchased by the California Department of Public Health on behalf of the County’s Health Services Department. Approval of Interagency Agreement #72-033-1 will allow Agency to continue to provide storage and maintenance of the medical surge assets for deployment in a Public Health emergency, through May 31, 2022. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Tasha Scott, Marcy Wilhelm C.101 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:May 23, 2017 Contra Costa County Subject:Interagency Agreement #72-033-1 with San Ramon Regional Medical Center May 23, 2017 Contra Costa County Board of Supervisors 1476 CONSEQUENCE OF NEGATIVE ACTION: If this agreement is not approved, the residents in this area of County Costa County will not have quick access to these medical surge assets if needed during an emergency response. May 23, 2017 Contra Costa County Board of Supervisors 1477 RECOMMENDATION(S): APPROVE and AUTHORIZE the Purchasing Agent on behalf of Employment and Human Services Department (EHSD) to execute a Purchase Order with Sam Clar Office Furniture, Inc. in the amount of $771,050 for the purchase of Sit/Stand stations as well as work surfaces, pedestals, overhead cabinets and office landscape partitioning to create cubicles for the period May 23, 2017 through June 30, 2017. (10% County, 48% State, 42% Federal) FISCAL IMPACT: $771,050: Administrative Overhead; 10% County, 48% State, 42% Federal. BACKGROUND: Purchase of Sit-Stand stations (160 Site-Stand stations) is a preventive measure to offset the possibility of injuries due to prolonged sitting and repetitive movements. The stations will allow staff who spend much of their workday at a desk to be able to change from a sitting position to a standing position. Periods of standing while at work may help to relieve pressure on the lower back and legs. The Sit-Stand stations will be introduced to employee's workstation as work is being performed in updating space per the department's long-term facility space plan. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: C.105 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Purchase Order with Sam Clar Office Furniture, Inc. May 23, 2017 Contra Costa County Board of Supervisors 1478 BACKGROUND: (CONT'D) Office landscape partitioning (190 Office landscape partitioning), better known as "cubicles", will allow Employment and Human Services (EHSD) to create more work stations within the sites/buildings that the department currently occupies. The new cubicles will also make better use of existing work areas and promote productivity by being ergonomically outfitted. In accordance with Administrative Bulletin No. 611.0, County Departments are required to get Board approval for single item purchases greater than $100,000. CONSEQUENCE OF NEGATIVE ACTION: Without approval of the Purchase Order, Employment and Human Services (EHSD) could not provide Sit/Stand Stations and Office landscape partitioning for various EHSD sites. CHILDREN'S IMPACT STATEMENT: N/A May 23, 2017 Contra Costa County Board of Supervisors 1479 RECOMMENDATION(S): ACCEPT quarterly report of the Post Retirement Health Benefits Trust Agreement Advisory Body. FISCAL IMPACT: No specific fiscal impact. This is a quarterly report of the County's assets in the Public Agency Retirement Services (PARS) Public Agencies Post-Retirement Health Care Plan Trust. BACKGROUND: On December 14, 2010, the Board of Supervisors directed the formation of a Post Retirement Health Benefits Trust Agreement Advisory Body (consisting of the County Administrator, County Finance Director, Treasurer-Tax Collector, Auditor-Controller, and Health Services Finance Director). The Advisory Body meets quarterly. At its meeting of August 4, 2011, the body discussed and reviewed final report formats with HighMark Capital Management and made recommendations regarding a final standardized quarterly report. The attached report is in the standardized format. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Lisa Driscoll, County Finance Director (925) 335-1023 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: June McHuen, Deputy cc: Robert Campbell, County Auditor-Controller, Russell Watts, Treasurer-Tax Collector, Patrick Godley, HSD Chief Financial Officer C.102 To:Board of Supervisors From:David Twa, County Administrator Date:May 23, 2017 Contra Costa County Subject:Quarterly Report of the Post Retirement Health Benefits Trust Agreement Advisory Body May 23, 2017 Contra Costa County Board of Supervisors 1480 BACKGROUND: (CONT'D) > The following is the investment summary presented at the May 4, 2017 quarterly meeting for the period ending March 31, 2017: Investment Summary First Quarter 2017 Beginning Value $206,343,794.94 Net Contributions/Withdrawals 4,940,125.09 Fees Deducted -46,099.38 Income Received 912,983.05 Market Appreciation 6,598,356.87 Net Change in Accrued Income -42,252.12 Ending Market Value $218,706,908.45 Additional Materials - A Post Retirement Health Benefits Trust Agreement Advisory Body web-page can be found at the following address: http://ca-contracostacounty.civicplus.com/index.aspx?NID=2915. The page describes the function of the body, posts quarterly meeting materials, and all pertinent trust and plan documents. ATTACHMENTS First Quarter, 2017 May 23, 2017 Contra Costa County Board of Supervisors 1481 PARS: County of Contra Costa First Quarter 2017 Presented by Andrew Brown, CFA May 23, 2017 Contra Costa County Board of Supervisors 1482 This presentation has been prepared for the sole use of the intended recipient.While the information contained herein has been obtained from sources believed to be accurate and reliable,any other reproduction or use of this information may necessitate further disclosures in order to ensure that the presentation is accurate, balanced,and conforms to all applicable regulatory requirements. May 23, 2017 Contra Costa County Board of Supervisors 1483 DISCUSSION HIGHLIGHTS U.S.Economic and Market Overview Since 2009 the US stock market has stormed ahead ignoring all potential issues.Extraordinary monetary policy measures in the US,and around the world,have led markets to display asymmetric positive return payouts.On a calendar year basis we have not seen a negative return from the S&P 500 since 2008.Since December 2008 through the first quarter of 2017,the index has delivered an annualized return of over 14%,well in excess of the long-term historical average.What makes 2017 different than the past 8 years?Many changes have taken place and the uncertain 2017 outlook promises to keep investors on their toes for the foreseeable future. To start,there is a new president of the United States that has a very different mindset than the previous president and administration.President Trump inherited a stable,albeit slow-growing economy that continues to show improvement on many fronts.With the Republican Party controlling both houses of Congress,the political gridlock of the past six years is expected to abate.There are high expectations that the administration will deliver stimulative fiscal policies that may include tax reform and infrastructure spending.These expectations have consumers and business sentiment gauges running hot but they will likely retract if the president does not deliver on the aggressive policies that were promised. The next major change brought with the start of 2017 is the Federal Reserve Bank (the FED)has signaled that the days of record low short-term interest rates are numbered.Since the first rate increase in December 2015,the FED has had a difficult time gaining momentum with its expected interest rate increases.After two years of single rate increases (contrary to the expectations set in the beginning of the year),the Fed has now raised rates twice in the last three months and has indicated that 2 additional raises are to be expected in 2017.In addition,the Fed recently signaled an openness to shrink their balance sheet which grew to astronomical size as a result of the bond buying (quantitative easing or “QE”)stimulus measures of the past few years.The initial expectation is that the FED will begin this process by discontinuing the reinvestment of interest payments from the current holdings they have purchased,a policy that could put additional pressure on borrowing costs. With the above mentioned shifts in the economic landscape,the potential risks and rewards are now larger.Thus far,the market has been optimistic about the future,which is displayed by the strong performance of the equity markets.Further,“soft data”comprised of measures of consumer and business sentiment (surveys),have been clearly showing optimism as they reach cycle highs.On the bearish side of the fence, measures of actual economic activity,or “hard data”,have yet to materially benefit from the perceived enthusiasm.Additionally,the 10 year US Treasury bond (risk-free asset)has started to edge lower,which is indicative of risk-off sentiment.Similar to the previous few quarters,we enter Q2 2017 in the middle of a bull/bear tug of war,with the addition of a few new game changing shifts in the economic foundation where this war is taking place. 3 PARS: County of Contra Costa May 23, 2017 Contra Costa County Board of Supervisors 1484 Market Overview/Performance Discussion Total Plan The County of Contra Costa OPEB Plan returned 3.55%net of investment fees,in the first quarter,which exceeded the County’s Plan benchmark target of 3.13%.The highlight for the quarter were the managers in the international equity and global equity segments,who outperformed their benchmark targets.An overweight to International equity markets also aided returns as this was the strongest performing segment within the Plan (MSCI EAFE Index +7.25%).The Plan’s large cap equity investments outpaced the Russell 1000 Index in the quarter, due to the strong returns posted by the two large cap growth managers.The Harbor Capital Appreciation Fund returned 10.64%and the T. Rowe Price Growth Fund returned 11.17%,both exceeding the benchmark target by roughly 5%.The small cap equity managers and the fixed income segment also outperformed benchmark targets.The Plan was aided as well by an underweight to bonds,as fixed income returned barely 1%in the quarter.On the negative side,two slight detractors were REITs (-0.14%)and alternatives (0.44%).In general,the contribution from our active managers was strong across the board. Domestic Equity In past quarters we have written extensively about the resilience of the current bull market to surprise events.The first quarter was no exception as political news (and occasional tweets)dominated global financial markets with the inauguration of President Trump followed by a frenzied pace of new policies and legislative activity.On the surface,it appears the US equity market had another strong quarter driven by investor optimism regarding the new state of the U.S.economy.While the Russell 1000 returned +6.03%in Q1 2017,there was a clear change in underlying leadership compared to the risk-on rally that followed the election at the end of 2016.Cyclical stocks,which performed well in the fourth quarter of 2016,trailed defensive and growth names in the first quarter -a clear sign of waning confidence that the new administration’s agenda will come to full fruition.Performance was led by the worst performing sectors of the previous post-election rally,with Technology (+12.6%),Consumer Discretionary (+8.5%),Health Care (+8.4%),Utilities (+6.4%),and Consumer Staples (+6.4%)contributing to the strong equity return.Materials (+5.9%),Industrials (+4.6%),and Financials (+2.5%)displayed positive returns,but underperformed the broader market, while Telecommunications (-4.0%)and Energy (-6.7%)detracted from performance as the two sectors displayed negative returns.A similar shift can be seen when reviewing the relative returns of large and small cap stocks quarter over quarter.In the fourth quarter of 2016,small cap stocks outperformed large cap by over 5%(Russell 2000 Index vs.Russell 1000 Index),while in the first quarter of 2017 large cap outperformed small cap stocks by +3.6%.Is this shift in leadership a sign that the market is losing confidence that President Trump will be able to implement the pro-growth reform he preached during his campaign?Other signals that the market may be losing faith is seen by the decline of the U.S. dollar (which peaked in the weeks after the election)against a basket of foreign currencies and the retracement of the 10 year treasury yield from its peak around the middle of March.If the first three months of 2017 is any indication,President Trump will make ample opportunities to regain (or further loss)market confidence. 4 PARS: County of Contra Costa May 23, 2017 Contra Costa County Board of Supervisors 1485 •The Plan’s large cap segment returned 6.54%in the quarter,which outperformed the Russell 1000 Index return of 6.03%. •The iShares Russell 1000 ETF returned 5.99%in the first quarter. •The Columbia Contrarian Core Fund returned 6.80%in the quarter,which outperformed the benchmark.The Fund ranked in the 14th percentile of the Morningstar Large Cap Blend Universe. •The Harbor Capital Appreciation Fund returned 10.64%in the quarter,which outperformed the Russell 1000 Growth Index’s return of 8.91%.The Fund ranked in the 18th percentile of the Morningstar Large Cap Growth Universe. •The T.Rowe Price Growth Stock Fund returned 11.17%in the quarter,which outperformed the Russell 1000 Growth Index.The Fund ranked in the 11th percentile of the Morningstar Large Cap Growth Universe. •The Dodge and Cox Stock Fund returned 4.97%in the quarter,which outperformed the Russell 1000 Value Index’s return of 3.27%.The Fund ranked in the 13th percentile of the Morningstar Large Cap Value Universe. •The Vanguard Growth and Income Fund posted a 5.28%return in the quarter,which was under the Russell 1000 Index.The Fund ranked in the 63rd percentile of the Morningstar Large Cap Blend Universe. •The mid cap equity segment returned 5.05%in the quarter,which trailed slightly the Russell Mid Cap Index return of 5.15%. •The iShares Russell Mid Cap ETF returned 5.10%in the first quarter. •The small cap equity segment returned 3.92%in the quarter,which exceeded the Russell 2000 Index return of 2.47%. •The iShares Russell 2000 ETF returned 2.48%in the first quarter. •The T.Rowe Price New Horizons Fund returned 10.15%in the quarter,and outperformed the Russell 2000 Growth Index return of 5.35%.The Fund ranked in the 4th percentile of Morningstar’s Small Cap Growth Universe. •The Undiscovered Managers Behavioral Value Fund returned 2.09%in the quarter,and outperformed the Russell 2000 Value Index’s return of -0.13%.The Fund ranked in the 17th percentile of Morningstar’s Small Cap Value Universe. 5 PARS: County of Contra Costa May 23, 2017 Contra Costa County Board of Supervisors 1486 Real Estate For the third consecutive quarter,REIT equity was the weakest performing equity segment in the Plan,with the Wilshire REIT Index returning 0.03%.Within the REIT universe,segments were decidedly mixed with Data Centers (+11.8%)and Healthcare (+7%)the two leading sectors, while Shopping centers (-7.9%),Regional Malls (-4.8%),Lodging and Leisure (-1.5%)and Self-storage (-1.4%)dragged down returns. Healthcare related REITs rallied on the failure of a repeal of Obamacare.This sector had been under pressure since the elections,as investors were betting that a repeal of Obamacare would hurt the prospects for companies in this sector.Data centers continue to thrive due to both the growth in the “cloud”,as well as the expansion of ecommerce opportunities.Regional malls and shopping centers both were under pressure as poor holiday sales,coupled with continued store closures,and the growth in ecommerce have been a negative for this category.In addition to some of the fundamental negatives for several of the segments in the REIT market place,the Federal Reserve has now increased the Fed Funds rate in two of their last three meetings.A rising interest rate environment makes REITs potentially less attractive to certain investors drawn to the above average yields that REITs offer.With REITs lagging for three consecutive quarters,some are pointing to the sector as being potentially more attractive relative to other domestic equity markets.Moreover,with the U.S.consumer being in relatively good shape,employment trends strong,corporate earnings positive,and estimated GDP targets for this calendar year on average between 2 to 2.5%,the fundamentals do support a floor to any potential downside to REITs. The Nuveen Real Estate Securities Fund returned 0.45%in the quarter,which outperformed the Wilshire REIT Index return of 0.03%.The Fund placed in the 55th percentile of the Morningstar Real Estate Manager’s Universe. Global/International Equity Nine months after the UK voted to leave the European Union (E.U.),Prime Minister Theresa May signed a letter invoking Article 50 of the Treaty of Lisbon—effectively the charter of the E.U.—that formally began the withdrawal process.The UK will now begin a two-year period of negotiating the terms of separation.The so-called “Brexit”vote was the first major victory for Europe’s populist movement.Despite uncertainty created by Brexit and the growing threat of domestic populism,the European economy as a whole is beginning to show signs of life.Improving economic growth in the Euro area has been aided in large part by a currency that has weakened against the U.S.dollar by over 20%over the last three years.The European equity outlook is promising due to improving economic hard data and attractive valuations relative to U.S.stocks. Forecasted earnings growth of European firms is starting to outpace that of U.S.companies,but investors remain wary of European stocks for good reason.With elections in both France and Germany this year,further progress by European nationalist movements has the potential to threaten the very foundations of the E.U. 6 PARS: County of Contra Costa May 23, 2017 Contra Costa County Board of Supervisors 1487 Given the political and economic issues witnessed in the quarter,it is encouraging to see that international markets performed rather well in the first quarter of 2017.The MSCI EAFE Index returned +7.25%in USD terms,relative to +6%for the Russell 1000 Index.Europe Ex-UK and the Pacific region (Ex Japan)led the international developed performance returning +8.4%and +11.8%,respectively.Japan gained 4.5%in the quarter,mainly due to the strengthening of the yen;returns were flat in local terms.Growth in Japan was revised up to an annualized 1.2%in the fourth quarter.Another laggard in the quarter was the U.K.(+5%).Higher inflation is starting to affect consumer spending.Emerging Market equities had a strong showing,aided by improving economic growth,rising commodity prices,and a weaker US dollar.Companies domiciled in Latin America and Asia,most noticeably in China (+12.9%),Korea (+16.8%),India (+17.1%),Mexico (+16.0%),and Brazil (+10.4%)were areas of strength in the quarter.As the prospect for global growth picks up,export and commodity driven countries have been leading EM performance.This also is an indication that the protectionist policies of President Trump are not expected to be fully implemented;as such policies would damage economic growth and negatively impact these same countries that performed well over the last quarter. •The Plan’s international/global equity segment returned 8.42%in the quarter.This return exceeded the MSCI EAFE Index 7.25%,and outperformed the MSCI ACWI Index return of 6.91%. •The iShares MSCI EAFE Index ETF returned 7.23%in the quarter. •The Nationwide Bailard International Equity Fund returned 7.64%in the quarter,which outperformed the MSCI EAFE Index.The Fund ranked in the 59th percentile of the Morningstar Foreign Large Blend Universe. •The Dodge &Cox International Stock Fund returned 9.32%in the quarter and outperformed the MSCI EAFE Index.The Fund ranked in the 9th percentile of the Foreign Large Blend Universe as measured by Morningstar. •The MFS International Fund returned 8.04%in the quarter and outperformed the MSCI EAFE Index.The Fund ranked in the 69th percentile for foreign large cap growth managers as measured by Morningstar. •The iShares MSCI ACWI Index ETF returned 6.84%in the quarter. •The American Funds New Perspective Fund recorded a 9.54%return in the first quarter,which outperformed the MSCI ACWI Index and ranked in the 14th percentile within the Morningstar World Stock Universe •The MFS Global Equity R5 Fund returned 7.90%,which outperformed the benchmark and ranked in the 32nd percentile of the Morningstar World Stock Universe. •The Hartford Schroders Emerging Market Equity Fund returned 12.51%during the quarter and outperformed the MSCI Emerging Market benchmark return of 11.45%.The Fund ranked in the 35th percentile of the Morningstar Emerging Market Universe. 7 PARS: County of Contra Costa May 23, 2017 Contra Costa County Board of Supervisors 1488 Fixed Income The first quarter of the year was remarkably calm following mostly negative returns for the fourth quarter of last year,the worst quarter for fixed income since the bull market in bonds began over 35 years ago.Bond volatility declined during the quarter after a spike higher during the U.S. Presidential election last November.The ten-year Treasury yield remained within a narrow 30 basis point band during the first quarter,after trading within a 125 basis point range last year,Returns for the quarter were positive,but muted as the Bloomberg Barclays U.S.Aggregate index gained 0.8%,U.S.Treasuries returned 0.7%,investment-grade corporate bonds returned 1.2%,and mortgage-backed securities added 0.5%. As the quarter began,the consensus once again was for interest rates to continue to rise,particularly after the Presidential election,due to strong employment gains in January and February,and rising headline inflation.Consumer confidence soared after the election,along with small business optimism rising to its highest level since December 2004.However,the optimism faded toward the end of the quarter as economic growth remained subdued,and doubts began to emerge over the new administration’s ability to get its agenda through Congress. Before the enthusiasm waned,however,the FOMC managed to reassert some measure of control over the fed funds market by raising the rate 25 basis points at their March meeting despite initial skepticism from investors.The increase in fed funds also lifted other short term rates, however two-year Treasury yields increased only 7 basis points for the quarter,while ten-year and thirty-year yields declined 6 basis points.As a result,longer duration bonds outperformed shorter duration,as the two-year Treasury gained 0.3%,while ten-year and thirty-year bonds returned 0.8%and 1.3%,respectively.Credit risk was also rewarded as investment-grade corporate bonds outperformed similar duration Treasuries by 38 basis points.Lower credit quality outperformed higher quality as bonds rated AA and above returned 0.9%,while BBB rated bonds gained 1.5%,and high yield bonds returned 2.7%.Among investment-grade corporate bonds,the best performing industries included many cyclicals, such as Basic Industry,Paper,Metals,Packing,and Home Construction.Industry laggards included Telecom,Retailing,Integrated Oil,Refining, and Transportation. Looking forward,we expect the Fed to raise the funds rate two more times this year,in line with the consensus,but we don’t believe it will lead to significantly higher Treasury yields.Despite three increases in the fed funds rate over the last 15 months,the ten-year Treasury yield is a few basis points lower than when the year began,and nearly the same level it was in December 2008 when the Fed first lowered the funds rate to zero.This is not a typical tightening cycle in which the Fed is raising rates in order to slow economic growth out of concern that growth is too rapid and potentially inflationary.Rather they are simply trying to move away from the emergency policy mode they have been in since 2008, without causing an economic slowdown.Since GDP growth remains below average,we expect interest rates to remain below average as well. 8 PARS: County of Contra Costa May 23, 2017 Contra Costa County Board of Supervisors 1489 •The Plan’s fixed income segment returned 1.04%in the quarter,which slightly outperformed the Bloomberg Barclays Aggregate Index return of 0.82%. •The separately managed fixed income portfolio returned 0.82%which matched the benchmark.The portfolio would have ranked approximately in the 71st percentile of the Morningstar Intermediate Term Bond Universe. •The PIMCO Total Return Bond Fund posted a 1.63%in the quarter,which placed it in the 10th percentile of Morningstar’s Intermediate- Term Bond Universe.The Fund outperformed the Index. •The Prudential Total Return Bond Fund returned 1.84%in the quarter.This ranked in the 5th percentile of Morningstar’s Intermediate- Term Bond Universe and outperformed the benchmark. •The Eaton Vance Floating Rate High Income Fund returned 1.55%in the quarter. Alternative Investments The alternative segment of the Plan returned 0.44%in the first quarter,lagging the Wilshire Liquid Alternatives Index by 1%(+1.41%).Within the segment,there were mixed results.The Eaton Vance Global Macro Fund’s return of 1.53%was roughly in-line with the benchmark.The fund saw positive performance contribution from currency investments –long investments in the Russian Ruble,Icelandic Krona,Colombian Peso and the Indonesian Rupiah were additive in the quarter.With respect to regions,Eastern and Western Europe were top contributors,while Asia,the Middle East,and Africa detracted.With the Russell 1000 Index up 6%in the quarter,it was fair to say that the AQR Equity Market Neutral Fund (+0.84%)was aided more by long investments than short investments.Technology and select international markets aided returns.The laggard in the quarter was the AQR Managed Futures Fund (-0.97%).A positive start to the quarter thru February,gave way to a decline in the month of March,as price trends in commodities and fixed income reversed.Long positions in German Bonds,and a short position in U.S.fixed income markets detracted from returns during the quarter.The equity segment offered the lone bright spot in the quarter with long investments in Europe and the Nasdaq buffering results. •The alternative investment segment returned 0.44%in the first quarter,which underperformed the Wilshire Liquid Alternatives Index return of 1.41%. The AQR Managed Futures Fund declined -0.97%,and ranked in the 76th percentile of the Morningstar Managed Futures Universe. The Eaton Vance Global Macro Absolute Return Fund posted a 1.53%return,which placed in the 50th percentile of the Morningstar Non-Traditional Bond Universe. The AQR Equity Market Neutral Fund return of 0.84%ranked in the 49th percentile of Morningstar’s Market Neutral Universe. 9 PARS: County of Contra Costa May 23, 2017 Contra Costa County Board of Supervisors 1490 Asset Allocation/Portfolio Transitions There were no changes in managers in the first quarter. With respect to domestic equity,for the past six quarters,we have been overweight value vs.growth in both small cap and large cap.This allocation has benefitted the Plan,especially in the fourth quarter of 2016,when the financial sector posted a strong rally,aiding primarily the value oriented indices.Given the strong outperformance from large cap and small cap value,the relative attractiveness of this tilt has dissipated. In March we moved to a neutral allocation with respect to value/growth in both small cap and large domestic equities. Within the equity segment,there were some modest changes.Mid-cap (+0.5%),international equities (+1%)and global equities (+0.5%)saw slight increases in allocations,while REIT equity (-1%)and small cap equity (-0.5%)were reduced slightly.Cash was reduced by (-0.5%). 10 PARS: County of Contra Costa May 23, 2017 Contra Costa County Board of Supervisors 1491 Manager Watch List Name of Fund Date on watch list Date exiting watch list Recommendation Rationale Pimco Total Return Bond Fund 4Q 2014 1Q 2017 Remove Performance has improved,resulting in removal from the watch list. 11 PARS: County of Contra Costa May 23, 2017 Contra Costa County Board of Supervisors 1492 12 PARS: County of Contra Costa 12/31/2016 12/31/2016 3/31/2017 3/31/2017 Target Asset Allocation Market Value % of Total Market Value % of Total Allocation Large Cap Equities Columbia Contrarian Core Z 6,096,022 3.0%6,503,755 3.0%-- iShares Russell 1000 ETF 11,777,899 5.7%12,901,350 5.9%-- Vanguard Growth & Income Adm 6,153,621 3.0%6,512,827 3.0%-- Dodge & Cox Stock Fund 5,576,175 2.7%5,387,652 2.5%-- Harbor Capital Appreciation Instl 2,534,073 1.2%2,742,784 1.3%-- T. Rowe Price Growth Stock Fund 2,534,570 1.2%2,736,175 1.3%-- Total Large Cap Equities 34,672,360$ 16.8%36,784,543$ 16.9%17.0% Range 13-32% Mid Cap Equities iShares Russell Mid-Cap ETF 8,210,568 4.0%9,745,901 4.5%-- Total Mid Cap Equities 8,210,568$ 4.0%9,745,901$ 4.5%6.0% Range 2-10% Small Cap Equities iShares Russell 2000 ETF 7,698,856 3.7%8,710,458 4.0%-- Undiscovered Mgrs Behavioral Value Inst 6,610,033 3.2%4,408,336 2.0% T. Rowe Price New Horizons Fund 3,047,128 1.5%4,390,011 2.0%-- Total Small Cap Equities 17,356,017$ 8.4%17,508,804$ 8.0%8.0% Range 4-12% International Equities Nationwide Bailard Intl Equities I 5,703,919 2.8%6,082,371 2.8%-- iShares MSCI EAFE Index Fund 8,288,816 4.0%10,488,016 4.8%-- Dodge & Cox International Stock Fund 3,092,441 1.5%3,315,886 1.5%-- MFS International Growth Fund 3,106,418 1.5%3,331,162 1.5%-- Hartford Schroders Emerging Mkts Eq I 3,651,183 1.8%4,466,096 2.0%-- Total International Equities 23,842,777 11.6%27,683,532$ 12.7%9.0% Range 4-16% Global Equities MSCI iShares ACWI Index ETF 7,275,898 3.5%8,714,698 4.0% American Funds New Perspective F2 3,193,400 1.6%3,300,772 1.5% MFS Global Equity FD CL R5 #4818 3,082,524 1.5%3,291,605 1.5% Total Global Equities 13,551,822$ 6.6%15,307,075$ 7.0%7.0% Range 4-12% Asset Allocation Period Ending March 31, 2017 May 23, 2017 Contra Costa County Board of Supervisors 1493 13 PARS: County of Contra Costa 12/31/2016 12/31/2016 3/31/2017 3/31/2017 Target Asset Allocation Market Value % of Total Market Value % of Total Allocation Nuveen Real Estate Secs I Fund 8,378,743 3.5%6,675,759 3.1% 8,378,743$ 3.5%6,675,759$ 3.1%4.0% Range 0-8% Fixed Income Core Fixed Income Holdings 55,621,064 27.0%60,073,861 27.5%-- PIMCO Total Return Instl Fund 8,998,597 4.4%8,808,681 4.0%-- Prudential Total Return Bond Q 8,980,661 4.4%8,827,376 4.0%-- Eaton Vance Floating-Rate High Inc 2,576,685 1.3%3,267,152 1.5%-- Total Fixed Income 76,177,007$ 37.0%80,977,070$ 37.1% 38.0% Range Range 30-50% Alternatives AQR Managed Futures I 7,171,540 3.5%7,512,287 3.4%-- Eaton Vance Glbl Macro Abs Ret I 7,198,852 3.5%7,607,409 3.5%-- AQR Equity Market Neutral I 6,195,244 3.0%6,455,682 3.0%-- Total Alternatives 20,565,636$ 10.0%21,575,378$ 9.9% 10.0% Range Range 5-20% Cash Money Market 3,140,893 1.5%2,043,127 0.9%-- Total Cash 3,140,893$ 1.5%2,043,127$ 0.9%1.0% Range Range 0-5% TOTAL 205,895,824$ 100.0% 218,301,189$ 100.0% 100.0% Asset Allocation Period Ending March 31, 2017 Real Estate May 23, 2017 Contra Costa County Board of Supervisors 1494 *Ending Market Value differs from total market value on the previous page due to differences in reporting methodology. The ab ove ending market value is reported as of trade date and includes accruals. The Asset Allocation total market value is reported as of settlement date. 14 PARS: County of Contra Costa Investment Summary First Quarter 2017 Year to Date 2017 Beginning Value 206,343,794.94$ 206,343,794.94$ Net Contributions/Withdrawals 4,940,125.09 4,940,125.09 Fees Deducted -46,099.38 -46,099.38 Income Received 912,983.05 912,983.05 Market Appreciation 6,598,356.87 6,598,356.87 Net Change in Accrued Income -42,252.12 -42,252.12 Ending Market Value*218,706,908.45$ 218,706,908.45$ Investment Summary First Quarter 2016 Year to Date 2016 Beginning Value 175,078,576.28$ 175,078,576.28$ Net Contributions/Withdrawals 4,315,276.80 4,315,276.80 Fees Deducted -43,382.01 -43,382.01 Income Received 961,091.78 961,091.78 Market Appreciation 1,843,383.83 1,843,383.83 Net Change in Accrued Income -86,857.58 -86,857.58 Ending Market Value*182,068,089.10$ 182,068,089.10$ Investment Summary Period Ending March 31, 2017 May 23, 2017 Contra Costa County Board of Supervisors 1495 INVESTMENT STRATEGY As of March 31, 2017 Tactical Asset Allocation Asset Class % Portfolio Weighting Rationale Target Current Portfolio Over/Under Weighting Cash 1.0%1.0%- Fixed Income 38.0%37.0%-1.0%We forecast the Fed will likely raise rates 2 –3 times in calendar year 2017.Our year-end 2017 target for the 10- year treasury is 2.75%.Fixed income expected returns would be modest in this environment. Alternatives 10.0%10.0%-Alternatives serve to mitigate the impact of a decline in the bond market,due to a potential rise in interest rates. Additionally near-term expectations for cash and equities remain depressed due to the low interest rate environment, equity market valuations,and earnings growth expectations. Real Estate (REITS)4.0%3.0%-1.0%While the fundamentals for the REIT sector remain encouraging (low unemployment,GDP,positive consumer/business confidence),a more aggressive Federal Reserve could put pressure on the relative attractiveness of the sector.We increased our underweight position in the quarter Global Equity 7.0%7.0%-Global equities remain at reasonable valuations due to the international equity component of the MSCI ACWI benchmark. International (Developed)9.0%10.5%+1.5%Ongoing central bank quantitative easing programs are expected to support financial asset prices and keep foreign currencies weak as the U.S.takes a more hawkish stance on monetary policy.Lingering political uncertainty,we believe,is priced into international equity markets.The potential for further upheaval from European populist parties will remain the single greatest risk to the growth and recovery in Europe. International (Emerging)0.0%2.0%+2.0%Consensus expectations for emerging market growth rates have improved from 4.2%to 4.6%in 2017.Margins and return on equity measures are also improving.Rising commodity prices are aiding expectations for EM returns. Concerns relating to a border adjustment tax and other trade related legislation from the U.S.will be monitored. Total Domestic Equity 31.0%29.5%-1.5% Large Cap 17.0%17.0%-The multi-year outperformance of domestic equities has generated stretched valuations,thereby reducing risk premiums and degrading the near-term risk/reward outlook.Forecasted earnings for 2017 have increased slightly, due to expected gains from the financial and energy sectors. Mid Cap 6.0%4.5%-1.5%We continue to remain underweight based on valuation concerns,with the Russell Mid-Cap Index trading at a 18.4X forward PE ratio. Small Cap 8.0%8.0%-After a very strong fourth quarter of 2016,valuations appear to be stretched in small caps,currently trading at a 24X forward PE ratio.We reduced the allocation in small caps slightly in the quarter,and are positioned at a neutral allocation with respect to the policy target. 15 PARS: County of Contra Costa May 23, 2017 Contra Costa County Board of Supervisors 1496 Inception Date: 02/01/2011 * Benchmark from February 1, 2011 to June 30, 2013: 18% Russell 1000 Index, 6% Russell Midcap Index, 8% Russell 2000 Index, 8% MSCI ACWI Index, 10% MSCI EAFE Index, 45% Barclays Aggregate Index, 4% DJ Wilshire REIT Index, 1% Citigroup 3 Month T-Bill Index. From July 1, 2013 to June 30, 2015: 17% Russell 1000 Index, 6% Russell Midcap Index,8% Russell 2000 Index, 7% MSCI AC World US Index, 9% MSCI EAFE Index, 38% Barclays Aggregate Index, 4% DJ Wilshire REIT Index, 10% HFRI FOF Market Defensive Index, 1% Citigroup 3 Month T-Bill Index. From July 1, 2015: 17% Russell 1000 Index, 6% Russell Midcap Index, 8% Russell 2000 Index, 7% MSCI AC World Index, 9% MSCI EAFE Index, 38% Barclays Aggregate Index, 4% DJ Wilshire REIT Index, 10% Wilshire Liquid Alternative Index, 1% Citigroup 3 Month T-Bill Index ** Dynamic Alternatives Index represents the HFRI FOF Market Defensive Index from 07/01/2013 until 06/30/2015, and then the W ilshire Liquid Alternatives Index from 07/01/2015 forwards. Returns are gross-of-fees unless otherwise noted. Returns for periods over one year are annualized. The information presented ha s been obtained from sources believed to be accurate and reliable. Past performance is not indicative of future returns. Securities are not FDIC insured, have no bank guarantee, and may lose value. 16 PARS: County of Contra Costa Sector Year to Date (3 Months) 1 Year 3 Years 5 Years Inception to Date (74 Months) Cash Equivalents .12 .33 .15 .10 .08 iMoneyNet, Inc. Taxable .37 .48 .18 .11 .10 Fixed Income ex Funds .82 1.22 2.78 2.56 3.59 Total Fixed Income 1.04 1.59 2.78 2.78 3.66 BC US Aggregate Bd Index .82 .44 2.68 2.34 3.18 Total Equities 6.13 16.51 6.10 9.87 8.92 Large Cap Funds 6.54 18.72 9.50 13.08 11.60 Russell 1000 Index 6.03 17.43 9.99 13.26 12.66 Mid Cap Funds 5.05 16.85 7.33 10.75 10.00 Russell Midcap Index 5.15 17.03 8.48 13.09 12.02 Small Cap Funds 3.92 24.35 7.90 13.45 12.36 Russell 2000 Index 2.47 26.22 7.22 12.35 11.29 International Equities 8.42 14.04 1.53 6.04 4.40 MSCI AC World Index 6.91 15.04 5.08 8.37 7.09 MSCI EAFE Index 7.25 11.67 .50 5.83 3.86 MSCI EM Free Index 11.44 17.21 1.18 .81 -.07 REIT Funds -.14 2.64 9.78 9.52 9.84 Wilshire REIT Index .03 1.98 10.19 9.76 10.61 Alternatives .44 -.24 2.52 Dynamic Alternatives Index 1.41 3.91 1.96 .54 -.47 Total Managed Portfolio 3.58 8.62 4.44 6.24 6.00 Total Account Net of Fees 3.55 8.52 4.33 6.12 5.88 County of Contra Costa 3.13 8.76 4.94 6.67 6.59 Selected Period Performance PARS/COUNTY OF CONTRA COSTA PRHCP Account 6746038001 Period Ending: 03/31/2017 May 23, 2017 Contra Costa County Board of Supervisors 1497 COUNTY OF CONTRA COSTA 17 PARS: County of Contra Costa 3-Month YTD 1-Year 3-Year 5-Year Fund Name Inception Return Rank Return Rank Return Rank Return Rank Return Rank Columbia Contrarian Core Z (7/13) 6.80 14 6.80 14 15.32 59 10.14 10 13.66 4 T. Rowe Price Growth Stock I 11.17 11 11.17 11 19.27 11 11.34 8 13.63 10 Harbor Capital Appreciation Instl 10.64 18 10.64 18 15.83 36 10.17 23 12.30 36 Dodge & Cox Stock (10/14) 4.97 13 4.97 13 28.58 1 9.44 8 15.24 1 Vanguard Growth & Income Adm (12/16) 5.28 63 5.28 63 16.43 46 10.57 3 13.54 6 iShares Russell 1000 (3/15) 5.99 35 5.99 35 17.27 29 9.85 18 13.12 15 Idx: Russell 1000 6.03 --6.03 --17.43 --9.99 --13.26 -- iShares Russell Mid-Cap (3/15) 5.10 21 5.10 21 16.79 57 8.30 28 12.90 24 Idx: Russell Mid Cap TR USD 5.15 --5.15 --17.03 --8.48 --13.09 -- Undiscovered Mgrs Behavioral Value Inst (9/16) 2.09 17 2.09 17 18.24 86 9.67 7 14.32 3 Idx: Russell 2000 Value -0.13 ---0.13 --29.37 --7.62 --12.54 -- iShares Russell 2000 (3/15) 2.48 32 2.48 32 26.25 13 7.29 36 12.41 35 T. Rowe Price New Horizons I 10.15 4 10.15 4 23.92 31 9.05 12 14.52 4 Idx: Russell 2000 Growth 5.35 --5.35 --23.03 --6.72 --12.10 -- Dodge & Cox International Stock 9.32 9 9.32 9 22.97 1 0.72 41 7.32 6 Nationwide Bailard Intl Eqs Instl 7.64 59 7.64 59 7.46 85 0.93 36 6.41 13 MFS International Growth I 8.04 69 8.04 69 9.20 38 2.13 25 4.66 72 MFS Global Equity R5 (3/15) 7.90 32 7.90 32 13.53 49 5.76 21 10.38 11 iShares MSCI EAFE (3/15) 7.23 75 7.23 75 11.60 38 0.42 50 5.74 28 iShares MSCI ACWI (3/15) 6.84 57 6.84 57 15.13 29 5.29 28 8.52 44 American Funds New Perspective F2 (3/15) 9.54 14 9.54 14 14.61 34 6.78 10 10.56 10 Idx: MSCI EAFE 7.25 --7.25 --11.67 --0.50 --5.83 -- Idx: MSCI ACWI 6.91 --6.91 --15.04 --5.08 --8.37 -- Hartford Schroders Emerging Mkts Eq I (11/12) 12.51 35 12.51 35 20.57 17 2.04 27 1.58 36 Idx: MSCI Emerging Markets 11.44 --11.44 --17.21 --1.18 --0.81 -- Data Source: Morningstar, SEI Investments accurate and reliable. Securities are not FDIC insured, have no bank guarantee and may lose value. Returns less than one year are not annualized. Past performance is not indicative of future returns. The information presented has been obtained from sources believed LARGE CAP EQUITY FUNDS MID CAP EQUITY FUNDS SMALL CAP EQUITY FUNDS INTERNATIONAL EQUITY FUNDS For Period Ending March 31, 2017 May 23, 2017 Contra Costa County Board of Supervisors 1498 COUNTY OF CONTRA COSTA 18 PARS: County of Contra Costa 3-Month YTD 1-Year 3-Year 5-Year Fund Name Inception Return Rank Return Rank Return Rank Return Rank Return Rank Nuveen Real Estate Secs Y 0.45 55 0.45 55 2.39 42 9.66 27 9.55 18 Idx: Wilshire REIT Index 0.03 --0.03 --1.98 --10.19 --9.76 -- Core Fixed Income Portfolio 0.82 71 0.82 71 1.22 59 2.78 28 2.56 47 Pimco Total Return Inst'l 1.63 10 1.63 10 2.44 30 2.77 29 2.96 30 Prudential Total Return Bond Fund Class Q (5/16) 1.84 5 1.84 5 3.43 15 3.83 4 4.06 3 Idx: BarCap US Aggregate Bond 0.82 --0.82 --0.44 --2.68 --2.34 -- Eaton Vance Floating-Rate & Hi Inc Inst (12/16) 1.55 6 1.55 6 10.90 24 3.71 9 4.58 19 AQR Managed Futures (7/13) -0.97 76 -0.97 76 -9.67 77 2.59 51 2.86 21 AQR Equity Market Neutral I (2/16) 0.84 49 0.84 49 4.64 19 -------- Eaton Vance Glbl Macro Abs Ret (7/13) 1.53 50 1.53 50 5.39 55 3.72 13 2.52 51 Idx: Dynamic Alternatives 1.41 --1.41 --3.91 --1.96 --0.54 -- Data Source: Morningstar, SEI Investments accurate and reliable. Securities are not FDIC insured, have no bank guarantee and may lose value. Returns less than one year are not annualized. Past performance is not indicative of future returns. The information presented has been obtained from sources believed ALTERNATIVE FUNDS REIT EQUITY FUNDS BOND FUNDS For Period Ending March 31, 2017 May 23, 2017 Contra Costa County Board of Supervisors 1499 COUNTY OF CONTRA COSTA 19 PARS: County of Contra Costa 2016 2015 2014 2013 2012 2011 Fund Name Inception Return Rank Return Rank Return Rank Return Rank Return Rank Return Rank Columbia Contrarian Core Z (7/13)8.64 74 3.02 9 12.92 31 35.73 17 18.67 10 -0.93 52 T. Rowe Price Growth Stock I (PRUFX)1.58 63 10.93 --8.83 --39.20 --18.92 ---0.97 -- T. Rowe Price Growth Stock (PRGFX)1.41 66 10.85 4 8.83 65 39.20 12 18.92 14 -0.97 39 Vanguard Growth & Income Adm (12/16)12.12 24 2.03 16 14.16 13 32.74 37 17.05 19 2.54 15 Harbor Capital Appreciation Instl -1.07 85 10.99 4 9.93 53 37.66 17 15.69 43 0.61 24 Loomis Sayles Value Fund Out (12/16)11.62 81 -4.19 58 10.76 48 35.54 14 19.70 4 -2.81 66 Dodge & Cox Stock (10/14)21.28 6 -4.49 62 10.40 54 40.55 2 22.01 2 -4.08 74 iShares Russell 1000 ETF 11.91 27 0.82 30 13.08 28 32.93 35 16.27 29 1.36 28 Idx: Russell 1000 12.05 --0.92 --13.24 --33.11 --16.42 --1.50 -- iShares Russell Mid-Cap ETF 13.58 61 -2.57 30 13.03 8 34.50 46 17.13 43 -1.67 27 Undiscovered Managers Behavioral Val L (9/16)20.84 81 3.43 1 5.70 26 37.64 38 23.55 4 -1.53 24 Idx: Russell 2000 Value 31.74 ---7.47 --4.22 --34.52 --18.05 ---5.50 -- T. Rowe Price New Horizons I (PRJIX)7.95 69 4.54 --6.10 --49.11 --16.20 --6.63 -- T. Rowe Price New Horizons (PRNHX)7.79 71 4.50 7 6.10 19 49.11 10 16.20 22 6.63 2 Idx: Russell 2000 Growth 11.32 ---1.38 --5.60 --43.30 --14.59 ---2.91 -- iShares Russell 2000 ETF 21.36 43 -4.33 44 4.94 44 38.85 35 16.39 34 -4.19 58 Dodge & Cox International Stock 8.26 2 -11.35 98 0.08 9 26.31 8 21.03 16 -15.97 81 Nationwide Bailard Intl Eqs Instl (NWHMX)-2.13 83 0.93 23 -1.90 15 21.84 --21.07 ---15.39 -- Nationwide Bailard International Equities Fund (NWHNX)-2.38 86 0.86 24 -1.94 15 21.68 28 20.87 17 -15.58 74 MFS International Growth I 2.64 7 0.30 55 -5.10 58 13.84 79 19.71 31 -10.62 40 iShares MSCI EAFE Index Fund 0.96 47 -0.90 46 -5.04 46 22.62 18 17.22 66 -12.18 27 Idx: MSCI EAFE 1.00 ---0.81 ---4.90 --22.78 --17.32 ---12.14 -- Schroder Emerging Market Equity (11/12) 10.41 37 -12.68 37 -4.61 70 -2.28 54 21.73 19 -16.70 20 Idx: MSCI Emerging Markets 11.19 ---14.92 ---2.19 ---2.60 --18.22 ---18.42 -- American Funds New Perspective F2 2.10 77 5.56 6 3.46 41 27.11 39 21.07 15 -7.39 44 MFS Global Equity R5 7.43 27 -1.34 48 4.08 33 27.93 34 23.14 ---5.13 -- iShares MSCI ACWI 8.22 21 -2.39 62 4.64 28 22.91 63 15.99 51 -7.60 46 Idx: MSCI ACWI 7.86 ---2.36 --4.16 --22.80 --16.13 ---7.35 -- Data Source: Morningstar, SEI Investments reliable. Securities are not FDIC insured, have no bank guarantee and may lose value. Returns less than one year are not annualized. Past performance is not indicative of future returns. The information presented has been obtained from sources believed accurate and For Period Ending December 31, 2016 LARGE CAP EQUITY FUNDS MID CAP EQUITY FUNDS SMALL CAP EQUITY FUNDS INTERNATIONAL EQUITY FUNDS May 23, 2017 Contra Costa County Board of Supervisors 1500 COUNTY OF CONTRA COSTA 20 PARS: County of Contra Costa 2016 2015 2014 2013 2012 2011 Fund Name Inception Return Rank Return Rank Return Rank Return Rank Return Rank Return Rank Nuveen Real Estate Secs Y 6.79 38 3.48 37 31.28 17 1.32 58 18.34 22 7.96 50 Idx: Wilshire REIT 7.24 --4.23 --31.78 --1.86 --17.59 --9.24 -- Core Fixed Income Portfolio 3.63 37 0.78 14 4.74 70 -1.40 41 5.42 69 8.41 5 Pimco Total Return Inst'l 2.60 63 0.73 15 4.69 71 -1.92 60 10.36 12 4.16 87 Prudential Total Return Bond Q (5/16)4.83 13 0.09 44 7.25 5 -0.91 28 9.96 14 7.93 8 Idx: BarCap US Aggregate Bond 2.65 --0.55 --5.97 ---2.02 --4.21 --7.84 -- Eaton Vance Floating-Rate & Hi Inc Inst (12/16) 11.55 15 -1.50 57 0.90 33 5.23 50 9.51 38 2.81 9 AQR Managed Futures (7/13) -8.43 81 2.00 31 9.69 40 9.40 6 2.99 5 -6.37 29 AQR Equity Market Neutral I (2/16) 5.85 18 17.60 1 -- -- -- -- -- -- -- -- Eaton Vance Glbl Macro Abs Ret (7/13) 4.00 61 2.63 7 3.03 18 -0.24 58 4.11 79 -0.39 44 Data Source: Morningstar, SEI Investments reliable. Securities are not FDIC insured, have no bank guarantee and may lose value. REIT EQUITY FUNDS ALTERNATIVE FUNDS Returns less than one year are not annualized. Past performance is not indicative of future returns. The information presented has been obtained from sources believed accurate and For Period Ending December 31, 2016 BOND FUNDS May 23, 2017 Contra Costa County Board of Supervisors 1501 RECOMMENDATION(S): ACCEPT the Office of Equal Employment Opportunity Five-Year Strategic Plan as recommended by the Hiring Outreach Committee. FISCAL IMPACT: None BACKGROUND: In 2016 the Office of Risk Management in conjunction with the Division of Risk Management discussed ways to increase racial and gender equity throughout County employment. Our goal is to address employment inequities within the County's workforce and provide solutions to help effectuate change. Attached is the 5-Year Strategic Plan which details the steps the Office of Equal Employment Opportunity will take to implement racial and gender equity throughout the County workforce. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: Antoine Wilson 925-335-1455 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: June McHuen, Deputy cc: C.104 To:Board of Supervisors From:HIRING OUTREACH OVERSIGHT COMMITTEE Date:May 23, 2017 Contra Costa County Subject:The Office of Equal Employment Opportunity Five-Year Strategic Plan May 23, 2017 Contra Costa County Board of Supervisors 1502 CONSEQUENCE OF NEGATIVE ACTION: The Office of EEO will not have a road map to help the County foster diversity, inclusion and equity. ATTACHMENTS EEO Five-Year Strategic Plan May 23, 2017 Contra Costa County Board of Supervisors 1503 CONTRA COSTA COUNTY OFFICE OF EQUAL EMPLOYMENT OPPORTUNITY FIVE-YEAR STRATEGIC PLAN 2017-2022 Submitted by Antoine Wilson Equal Employment Opportunity Officer May 23, 2017 Contra Costa County Board of Supervisors 1504 1 | P a g e EXECUTIVE SUMMARY The Of f i c e of Equal Employment Opportunity (EEO) serves many roles within Contra Costa County (County). EEO is responsible for ensuring that County employees, applicants, and vendors are provided a professional environment which is free from discrimination and/or harassment. It administers and ensures countywide compliance with the laws, regulations, policies, and guidance that prohibit discrimination in the workplace. It promotes non-discrimination in the execution of contracts while promoting positive external customer relations. It provides leadership, direction, and guidance to all County departments in carrying out its practice of providing equal employment opportunities and responsibilities. It conducts outreach and recruitment activities throughout the communities we serve. It investigates and adjudicates internal complaints of discrimination and collaborates with departments to resolve complaints that are filed with the Department of Fair Employment and Housing (DFEH) and the Equal Employment Opportunity Commission (EEOC). Developing and implementing specific components to aid in addressing racial inequities within our workforce will play a key role in creating racial and gender equity for current and future employees. In order to address a portion of the current racial inequities within Contra Costa County, EEO has developed the attached Five-Year Strategic Action Plan. This document will examine the methodology used to address some of the issues. This includes, but is not limited to the following:  Reviewing applicant flow for posted jobs.  Analyzing the workforce data.  Partnering with departmental EEO Coordinators and Administrative Services Officers (ASO’s) to provide training.  Conducting specific outreach and recruitment efforts to Community Based Organizations (CBO’s). This plan is a road map for EEO to successfully navigate its future. It provides information on where EEO is, strategies to attain its goals and objectives, and where EEO plans to be in the next five years. Our vision is to attain racial and gender equity within our workforce by implementing mechanisms to achieve it. The EEO Office will solicit feedback from internal stakeholders, ASO’s, EEO Coordinators, Department Heads, managers, and supervisors to make this plan come to fruition and address some of the issues that the County faces in today’s market. This plan is a living document and will be reviewed annually to make additions or subtractions to facilitate a clear path to reach the desired outcomes. As such, it is designed to be flexible enough to respond to unexpected obstacles and adjust to new developments. The plan and its timelines provide solid ground to guide the Office of EEO and evaluate progress made over the next five years. The EEO Office Five-Year Strategic Action Plan is designed to promote equality and inclusion within our workforce. It will provide a framework for racial an d gender equity within the County. The Center for Assessment and Policy Development1 describes racial equity as the condition that would be achieved when racial identity no longer predicts how one fares as an applicant, employee, business partner, or retiree. It includes redefining policies, practices, and attitudes and cultural messages 1 The Center for Assessment and Policy Development (CAPD) was established in 1988 as a non-profit organization to improve outcomes for children, families and neighborhoods by helping to build the capacity of institutions, systems, communities, intermediary organizations and foundations that do the day to day work on their behalf. May 23, 2017 Contra Costa County Board of Supervisors 1505 2 | P a g e that reinforce differential outcomes by race or fails to eliminate them. Racial and gender equity provides benefits such as an even distribution of work, hirin g and promotional opportunities , and equal pay for equal work for all races and genders. Racial and gender inequities are caused by the unequal distribution of resources and opportunities. Within the County's workforce, racial and gender inequities exist which highlight disparate impacts between the hiring occurrences among whites in comparison to minority populations. For example, there were 276 employees whose jobs were classified as Officials and Administrators2 as of December 31, 2015. 67% of the employees in this classification were females; 40% were white females; and 62% of those in the classification were white males and females. The County has been proactive in addressing potential discriminatory behavior in the workplace by requiring training classes for sexual harassment prevention and diversity. Employees are required to take these classes as part of the terms and conditions of their employment. The trainings have provided employees with resources on how to recognize and report discrimination and harassment. In the last year, the number of complaints filed externally and internally has decreased which can be attributed to the County’s proactive approach to educate our employees. In order to further promote positive change within the workforce, the EEO Office suggests that the County implement broad distribution of Implicit Bias Training3. Research demonstrates4 that most people hold unconscious, implicit assumptions that influence their judgments and perceptions of others. Without identifying and addressing these issues, hiring and promotional decisions can be thwarted due to our own biases and results for changes within the workforce will be minimal. Over the past year, EEO has made accomplishments in areas that further increased our visibility and maximized our potential within the County. The accomplishments are listed below:  Held regular quarterly meetings with the departmental EEO Coordinators and ASO’s.  Developed and implemented an effective outreach program for County departments.  Contributed to the research and development of the Bridge to Success (BTS) program.  Developed the 2015-2020 EEO Plan.  Developed EEO Outreach and Recruitment seminars to CBO’s.  Partnered with Human Resources (HR) to deliver outreach and recruitment presentations to CBO’s.  Conducted fair and comprehensive EEO discrimination/harassment complaint investigations. The following pages contain the EEO Office Goals, Strategies and Key Performance Indicators/Outcomes that will be used as an action plan to achieve results to implement the units’ plans and priorities. 2 Occupations in which employees set broad policies, exercise overall responsibility for execution of these policies, or direct individual departments or special phases of the agency's operations, or provide specialized consultation on a regional, district or area basis such as Department Head. 3 Implicit Bias training refers to the attitudes or stereotypes that affect our understanding, actions, and decisions in an unconscious manner. 4 Jo Handelsman & Natasha Sakraney, White House Office of Sci. & Tech. Policy, Implicit Bias May 23, 2017 Contra Costa County Board of Supervisors 1506 4 | P a g e I. INCREASE THE RECRUITMENT OF INDIVIDUALS WITH EMPHASIS ON THOSE WHO ARE UNDER-REPRESENTED WITHIN OUR WORKFORCE. The County has experienced a workforce that has changed over the years due to attrition and retirement. In today's job market, employees’ ages range from millennials 5 to baby boomers6. It is vital that these segments of the County population are informed about our vacancies. The County is at the forefront in developing outreach and recruitment efforts to specific groups who are underrepresented within our workforce. Although many employers have embraced diversity and inclusion, white employees hold a majority of the top positions within organizations while blacks and Hispanics are typically in low paying jobs. This issue has been prevalent for the last 40 years. EEO expects this goal to be fulfilled within 4 years and believes that in order to address this issue, the County must follow the steps below: Strategies  Continuing to collect and analyze workforce data points bi-annually.  Continuing to compare the County’s workforce data to the most recent labor force data and determine departmental underutilization bi-annually.  Continuing to promote strategic outreach and recruitment efforts.  Continuing to work with departments to develop outreach plans that incorporate equity and inclusion principles.  Working with CCTV to develop and implement a social media page that will forge a link between the EEO Office and the communities we serve.  Continuing to develop strategic partnerships with community based organizations, affinity groups, professional associations, and educational institutions to reach underrepresented populations. EEO will be able to track the success of the strategies based on the following actions: Key Performance Indicators/Outcomes  Applicant flow data is reviewed bi-annually and will determine whether or not outreach trends are positive in the recruitment of underrepresented individuals.  Source candidates that will insure that applicant flow data will reflect the local labor pool.  More outreach meetings and training seminars with CBO’s.  Departments will understand the importance of outreach and create viable outreach plans. 5 a person reaching young adulthood around the year 2000 6 a person born in the years following World War II, when there was a temporary marked increase in the birth rate. May 23, 2017 Contra Costa County Board of Supervisors 1507 II. EDUCATE EMPLOYEES AND MANAGERS ON EQUITY AND INCLUSION CONCEPTS TO PROMOTE A CULTURALLY COMPETENT WORK ENVIRONMENT. Educating employees and managers on equity and inclusion concepts is beneficial in creating and maintaining a workforce which represents our labor force demographics. In order to understand equity issues within the workforce, the County must understand the underlying causes of disparities and make conscious decisions to repair them. Equity refers to the ability to create a workforce that is comprised of individuals of different races, ethnicities and backgrounds who participate in decision making processes. Inclusion promotes equality of opportunity. Cultural competency is the ability to understand, appreciate, and interact with persons from different cultures and/or belief systems. These three components are necessary to provide equal access to employment and promotional opportunities within the County. They will also aid in creating an equitable workforce. EEO expects this process will be completed within the next 5 years. The following strategies will assist the County in addressing equity, inclusion and cultural competency: Strategies  Assisting in the development of an action plan and training platform to promote equity and inclusion in the workforce.  Creating an equitable workplace in which all employees have an equal opportunity to enhance their careers through promotions and lateral transfers.  Making Implicit Bias Training mandatory for department heads, managers, and supervisors to take every three years. Some employees are mandated to take Implicit Bias more often than three years to maintain their certification. In these instances, employees will not be required to enroll in the County’s training but they must provide proof that the required training was completed.  Creating a diverse workforce that is reflected at all levels of the County and in all groups.  Creating a supportive work environment in which equity, inclusion and cultural competency inform and influence business decisions. EEO will monitor the strategies and look for these outcomes to validate our efforts: Key Performance Indicators/Outcomes  Countywide Implementation of an equity and inclusion plan and Implicit Bias Training.  Continue monitoring the rate of new hires, promotions and lateral transfers to determine if these benefits have been equitable to all races and genders.  Department Heads, managers and supervisors will be aware of their own biases and use this knowledge to make more informed hiring and promotional decisions.  Monitoring of the Implicit Bias Training attendees to ensure that all Department Heads, managers and supervisors have been enrolled to take the course every three years.  County positions will begin to be equitably distributed through all levels of the workforce.  All internal interview panelists will complete Implicit Bias training prior to participating in interviews. III. PROMOTE EQUITY AND INCLUSION IN LEADERSHIP DEVELOPMENT PROGRAMS EEO will partner with the County’s Training Manager, Ron Martin and Risk Management’s May 23, 2017 Contra Costa County Board of Supervisors 1508 6 | P a g e Training Unit to expand leadership opportunities which includes Succession Planning to ignite a more passionate and engaging workforce. It is important that we focus on these issues to create a conduit for leadership and ensure the County maintains job knowledge and the continuity for delivering excellent service. All eligible employees will be able to participate in the leadership development programs. EEO will monitor the selection of individuals who participate to ensure that there is an equitable distribution of employees who are represented. EEO expects this goal to be fulfilled in the next four years. Some of the strategies that we believe will be beneficial to the success of this goal are below: Strategies  Reviewing current County leadership development programs such as ,”The Art of Managing and Supervising People”, the CSAC Institute for Excellence in County Government Trainings and other high level training modules that are offered by Target Solutions.  Assisting in the marketing of these programs to departments.  Reviewing races and genders of employees who have enrolled and completed the leadership management development programs.  Developing strategies to identify and eliminate barriers where they exist.  Researching and attending seminars/conferences which highlight succession planning. The following outcomes will help determine the success of the strategies: Key Performance Indicators/Outcomes  The implementation of a countywide succession plan.  Long term valuable employees stay with the County.  Employees who participate in these programs will reflect an equitable and inclusive balance of its participants.  Creates a seamless transition when an employee leaves the County and another qualified employee can fill in until a permanent hire is made. IV. CREATING A FLEXIBLE EEO OFFICE TO RESPOND TO OUR CHANGING LANDSCAPE In the last two years, the role of the EEO Office has changed dramatically. EEO is more active in community involvement such as distributing food with the Food Bank, collaborating with departments to conduct effective outreach, conducting internal investigations, providing training to the departmental EEO Coordinators and ASO’s, and helping to develop a new vision for the Advisory Council on EEO (ACEEO). The EEO Office must be prepared to respond to the changing demands of the services we offer to meet the needs of the Board of Supervisors, our employees, constituents, and vendors. The EEO Office must be a change agent as it relates to technology, outreach, and providing excellent customer service to all stakeholders. Within the next year, this office will strive to become more responsive and collaborative by incorporating the strategies listed below into our unit: Strategies  Continuing to collaborate with the larger CBO’s in the County and attend workshops, mixers, training seminars and other events that the CBO’s sponsor.  Providing Implicit Bias, Outreach, and Discrimination Complaint Investigation training seminars May 23, 2017 Contra Costa County Board of Supervisors 1509 7 | P a g e to the EEO Coordinators and ASO’s.  Participating on boards, commissions, and advisory committees within the County to increase the EEO Office’s presence and knowledge of other advisory groups.  Continuing to develop accessible and historical outreach and discrimination complaint databases to manage and monitor all outreach and investigation activities.  Continuing to work with the ACEEO members to help raise awareness of the committee and make recommendations to the BOS about EEO issues in the County.  Providing detailed reports and informative presentations to the Board of Supervisors, the Hiring Outreach Oversight Committee and the ACEEO.  Propose to the Hiring Outreach Oversight Committee to consider changing meetings from every other month to quarterly based meetings. In order to determine the success of our strategies, EEO will track the following: Key Performance Indicators/Outcomes  CBO’s continue to contact the EEO Office to present at functions they are hosting.  A measureable increase in cooperation and communication from the CBO’s.  Identifying and developing new projects that will help the County become more diverse and proactive.  Working closely with committees and the BOS to develop a more equitable applicant pool talent pipeline and hiring trends.  Accessibility to run more accurate reports.  Hiring Outreach Oversight Committee meetings will contain more substantive information and allows the EEO Office to review County statistical data from the previous quarter.  It will allow EEO more time to better understand and analyze the current state of the County’s outreach and recruitment processes.  EEO will be able to identify and prioritize the best goals/initiatives for the following quarter, which will allow the County to move forward to attain our long term goals. V. SUCCESSFUL IMPLEMENTATION OF THE BRIDGES TO SUCCESS (BTS) PROGRAM The BTS Program is an alternative employment selection program for qualified persons with developmental disabilities. The County worked closely with the County of Alameda to develop a program similar to theirs which they implemented in or around 2002. BTS is designed to minimize the adverse impact of the traditional selection process by providing an alternate means of assessing the qualifications and skills of job applicants with disabilities. Risk Management played a pivotal role in the research, creation and implementation of the program. EEO will be responsible for the marketing of the program to the State of California Department of Rehabilitation (DOR) and to service providers who represent the disabled community. The plan is expected to be implemented in or around January 2017 and EEO anticipates it will take up to five years for the program to be fully effective. We will use the following strategies to achieve our goals: Strategies  Collaborating with HR, Library and Health Services to launch the pilot program.  Partnering with the DOR and CBO’s to market the program for potential candidates. May 23, 2017 Contra Costa County Board of Supervisors 1510 8 | P a g e  Partnering with HR to market the program to other County departments.  Maintaining partnership with County of Alameda for guidance.  Identifying obstacles that may impede the success of the program. In order to determine the success of the strategies, EEO will track the following outcomes: Key Performance Indicators/Outcomes  Pilot program will be up and running in 2017.  Qualified candidates will be referred to the County for job openings that are assigned to the Bridge to Success program.  Positive feedback from the Department of Rehab and CBO’s regarding their clients’ experiences working for the County.  More departments participating in the program. VI. ENCOURAGE UNDERSTANDING AND COOPERATION IN THE HANDLING, INVESTIGATING AND RESOLVING EEO INTERNAL COMPLAINTS EEO continues to strive to create a transparent environment by sharing our performance measures and expectations with our customers and stakeholders. EEO serves as a resource to employees, vendors and the public who believe they are or have been subjected to discrimination and/or harassment. It is important for EEO to act immediately once we are notified to determine whether or not the complaint will be accepted for investigation. EEO is responsible for informing all parties of their rights and to ensure that the internal investigation is comprehensive, fair and neutral. EEO is also responsible for referring employees to the DFEH, EEOC and the Merit Board. We hope to fulfill this goal within 2 years and believe the following strategies will help us obtain this goal: Strategies  Continuing to explain the investigative process to complainants, respondents, and witnesses in detail.  Continuing oversight of the investigation program to ensure it is robust and in full compliance with all laws.  Continuing to conduct fair, comprehensive and sound EEO complaint investigations.  Continuing to monitor new federal changes to existing discrimination laws and self-reporting occupational job categories.  Provide investigative training to the EEO Coordinators and ASO’s.  Continuing to ensure that investigations are timely and the reports reflect the findings discovered during the course of the investigation.  Continuing to develop the updated case file management system.  Preventing employment discrimination through training, education and outreach. EEO will review the following to help us measure the effectiveness of our strategies: Key Performance Indicators/Outcomes  Conduct fair and equitable internal investigations within a reasonable timeframe. May 23, 2017 Contra Costa County Board of Supervisors 1511 9 | P a g e  Inform and update stakeholders on changes in federal discrimination laws and self-reporting information.  Make changes accordingly to County policies once approved by internal stakeholders.  Continue to update the Office of EEO webpage to reflect new EEO legislation.  Continue to participate in the nine Bay Area EEO Managers Consortium to collaborate and capture best practices and success models.  Decrease of internal and external complaints year over year. May 23, 2017 Contra Costa County Board of Supervisors 1512 10 | P a g e CONCLUSION The EEO Five-Year Strategic Plan is a collection of ideas that are believed to be important steps to help this office reach its full potential. The plan reinforces the County’s commitment to equal employment opportunities and introduces the racial and gender equity dynamics to the workplace. It recognizes the need to prevent discrimination, encourage training and education, and research best practices in order to create an office that leads by example. EEO will continue to be at the forefront in advocating for equitable treatment for all races and genders to help our County become an employer of choice. May 23, 2017 Contra Costa County Board of Supervisors 1513 RECOMMENDATION(S): APPROVE the non-financial Memorandum of Understanding, including mutual indemnification language, between the Workforce Development Board of Contra Costa County and the One Stop America's Job Center of California partners and AUTHORIZE the Chair, Board of Supervisors to sign the memorandum. FISCAL IMPACT: None BACKGROUND: In accordance with the intent and requirement of Workforce Innovation and Opportunity Act (WIOA), the Governor through the State Workforce Development Board coordinated through local core programs to submit a unified State plan. The content of the plan reflects the collective thinking of agencies and partners involved in the planning process. In keeping with the the themes of system alignment, joint planning, and collaboration, the State Plan will be reviewed and approved at the federal level by both the Department of Labor and the Department of Education. Collaboration is imperative at the local level centers on the America's Job Center of California (AJCC) system which must serve as an all-inclusive access point to education and training programs that APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: C.106 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:May 23, 2017 Contra Costa County Subject:Workforce Development Board of Contra Costa County and One Stop America's Job Center of California Partners Memorandum of Understanding May 23, 2017 Contra Costa County Board of Supervisors 1514 BACKGROUND: (CONT'D) provide demand-driven skills attainment, especially for those with barriers to employment. The critical component of the successful implementation of the local level is a well-articulated Memorandum of Understanding (MOU). Local Boards, with the agreement of the chief elected official, are responsible for entering into a MOU with each of the AJCC partners that outlines the operation of the overarching One Stop delivery system. The purpose of the MOU is to establish a cooperative relationship between the Workforce Development Board of Contra Costa County (WDB) and its partners in the local AJCC system. The MOU serves to establish the framework for providing services to employers, employees, job seekers, and others needing workforce services. CONSEQUENCE OF NEGATIVE ACTION: Cooperative working relationships and County One Stop operational requirements could be jeopardized. CHILDREN'S IMPACT STATEMENT: Not applicable. AGENDA ATTACHMENTS WDB AJCC MOU MINUTES ATTACHMENTS Signed Memorandum WDB AJCC May 23, 2017 Contra Costa County Board of Supervisors 1515 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 1 Background In the era of the Workforce Investment Act, the Workforce Development Board of Contra Costa (WDB) built a forward-thinking Local Plan to address the workforce development challenges of Contra Costa County. The WDB fostered collaboration across a wide range of stakeholder interests, including those of business, labor, education, social services, philanthropy, non-profits and community based organizations. The WDB focused on leveraging priority industry sectors, strategic partnerships, career pathways and collaborations to build a greater regional workforce system. These same themes of system alignment and collaborative intent are now a key element of federal workforce legislation. Passed with overwhelming bipartisan support and signed into law in July 2014, the Workforce Innovation and Opportunity Act (WIOA) strengthens the ability of our public workforce system to align investments in workforce, education, and economic development with regional in-demand jobs. It also focuses on the importance of providing customers with access to high-quality one-stop centers that connect them with the full range of services available in their communities. Realizing the monumental importance of the first legislative reform of the public workforce system in more than fifteen years, WIOA implementation is demonstrating unprecedented collaboration at all levels of government. The law is unique in that it promotes, and in some cases requires, system alignment around common goals. Federal Planning Process: The Department of Labor (DOL) with the Department of Education (DoED) jointly developed and released major sections of the WIOA Notice of Proposed Rule-making with input from the Department of Health and Human Services (HHS). The legislation is designed to remove barriers to workforce development system coordination and alignment. State Planning Process: In accordance with the intent and the requirements of WIOA, the Governor via the California Workforce Development Board (State Board) coordinated with each of the WIOA core programs operated by the California Department of Education (CDE), the Employment Development Department (EDD), and the Department of Rehabilitation (DOR) to submit a unified state plan. The content of the State Plan reflects the collective thinking of agencies and partners involved in the planning proce ss. In keeping with the themes of system alignment, joint-planning, and collaboration, the State Plan will be reviewed and approved at the federal level by both the DOL and the DoED. May 23, 2017 Contra Costa County Board of Supervisors 1516 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 2 Local Planning Process: Collaboration at the local level centers on the America’s Job Center of CaliforniaSM (AJCC) system, which must serve as an all-inclusive access point to education and training programs that provide demand-driven skills attainment, especially for those with barriers to employment. A critical component of the successful implementation of WIOA at the local level is a well-articulated MOU. Local Boards, with the agreement of the chief elected official (CEO), are responsible for entering into a MOU with each of the AJCC partners that outlines the operations of the overarching one-stop delivery system (WIOA Section 121(c)). Purpose of MOU The purpose of this MOU is to establish a cooperative working relationship between the WDB and its partners in the local AJCC system, and to define respective roles and responsibilities in achieving WIOA’s policy objectives. The MOU also serves to establish the framework for providing services to employers, employees, job seekers, and others needing workforce services. As of June 2016, there are four EASTBAY Works AJCCs in Contra Costa County. They are located in Brentwood, Antioch, Concord and San Pablo. Each of the Centers exists to help jobseekers find work and to help businesses become more successful. The Concord AJCC is a comprehensive AJCC, defined as an AJCC location where job seekers and employers can access the programs, services, and activities of all required partners with at least one Title I staff person physically present (WIOA Joint Final Rule Section 678.305). Affiliate AJCCs are defined as AJCC locations where job seekers and employers can access the programs, services and activities of one or more AJCC partners. Affiliate AJCCs (Brentwood, Antioch, and San Pablo) are not required to provide access to all partner programs (WIOA Join Final Rule Section 678.310). Centers are managed by the WDB and supported by a group of AJCC partners. In 2013 the WDB, through its One-Stop Career Centers/AJCCs, established a charter for Workforce Integration Networks (WIN) of agencies for the purpose of improving the workforce development system in Contra Costa County. Because Contra Costa is a large county, there are three geographically-specific WINs that will cover East, Central, and West Contra Costa County. The WINs will identify gaps and inefficiencies in the broad workforce system that agencies may improve by working together. The parties to this MOU believe that the establishment of these geographically-defined WINs will strengthen the workforce development system for Contra Costa County’s job seekers, businesses, and all of the partner agencies. Parties to this MOU agree to work together to create a broader, more integrated system of workforce development services designed to leverage public and private resources, enhance access to WIN services, and improve long-term outcomes for individuals using these services. This collaboration is designed to reduce duplication of effort and increase efficiency. Ultimately, successful WINs will enhance the May 23, 2017 Contra Costa County Board of Supervisors 1517 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 3 competitiveness of the local workforce, improve the local and regional economies, and make each WIN agency more effective than it would be on its own. AJCC partners agree to strengthen their collaboration with the WDB and other AJCC partners in order to serve customers in a more seamless and strategic manner. Strengthening the workforce development system will be accomplished by ensuring access to high-quality AJCCs that provide the full range of services available in the community for all customers seeking the following: Looking to find a job. Building basic educational or occupational skills. Earning a postsecondary certificate or degree. Obtaining guidance on how to make career choices. Seeking to identify and hire skilled workers. This MOU is intended to be a functional tool as well as visionary plan for how AJCC partners will work together to create a unified service delivery system that best meets the needs of our shared customers. Local/Regional Vision Statement, Mission Statement, and Goals The WDB, in partnership with the Contra Costa County Board of Supervisors, has articulated a compelling Vision for economic vitality in our county and region: “Contra Costa County’s Workforce Development Board supports a network that creates and promotes dynamic education systems, high-performing businesses, and a prosperous local economy with an abundance of high-quality jobs and skilled workers to fill them.” The Mission of the WDB is: “The Workforce Development Board of Contra Costa County promotes a workforce development system that meets the needs of businesses, job seekers, and workers, to support a strong and vibrant economy in Contra Costa County.” In its 2013-2017 Strategic Plan, developed through an extensive community engagement process, the WDB has identified goals in four primary areas that support its vision and mission. These include: Adult Strategies Goal: Increase the number of Contra Costa residents who obtain marketable and industry-recognized credentials or degrees, with a special emphasis on those who are unemployed, low skilled, low-income, veterans, individuals with disabilities, and other in-need populations. May 23, 2017 Contra Costa County Board of Supervisors 1518 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 4 Business Services Goal: Meet the workforce needs of high-demand sectors of the local and regional economy. Youth Strategies Goal: Increase the number of high school students, with emphasis on at risk youth and those from low-income communities, who graduate prepared for postsecondary vocational training, further education, and/or a career. Administration Goal: Support system alignment, service integration, and continuous improvement, using data to support evidence-based policymaking. (These goals were developed in 2013 when the current strategic plan was prepared, and will continue to evolve as the WDB begins work on a new strategic plan in 2017.) The publically-funded workforce system envisioned by WIOA is quality-focused, employer-driven, customer-centered, and tailored to meet the needs of the regional economies. It is designed to increase access to, and opportunities for employment, education, training, and support services for individuals to succeed in the labor market—particularly individuals with barriers to employment. It aligns workforce development, education, and economic development programs with regional economic development strategies to meet the needs of local and regional employers and provide a comprehensive, accessible and high-quality workforce development system. This is accomplished by providing all customers access to high- quality AJCCs to connect customers to the full range of services available in their communities, whether they are looking to find jobs, build basic educational or occupational skills, earn a post-secondary certificate or degree, obtain guidance on how to make career choices, or are businesses/employers seeking skilled workers. Each AJCC partner agrees to adhere to the provisions of WIOA and to the greatest extent possible the following guiding vision and principles for California’s One-Stop delivery system that services will be: (1) Integrated and affording universal access to the system overall (offering as many employment, training, and education services as possible for employers and for individuals seeking jobs or wishing to enhance their skills); (2) Comprehensive (offering a large array of useful information with wide and easy access to needed services); (3) Customer-focused (providing the means for customers to judge the quality of the services and make informed choices); and (4) Performance-based (based on a set of shared outcomes to be achieved and methods for measurement). May 23, 2017 Contra Costa County Board of Supervisors 1519 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 5 Parties to the MOU All parties to this MOU are required partners in the One-Stop Delivery System under WIOA and include local/regional representatives of the following programs: One-Stop Required Partner Local Partner Organizations/Programs Title 1 Adult Workforce Development Board of Contra Costa County/Employment and Human Services Department Title 1 Dislocated Worker Title 1 Youth Adult Education/Literacy Martinez Unified School District – Adult Education/Literacy Mt. Diablo Unified School District – K12 and Adult Education West Contra Costa Unified School District – Adult Education Liberty Union High School District – Liberty Adult Education Antioch Adult Education Center Acalanes School District/Del Valle Education Center Pittsburg Unified School District/Pittsburg Adult Education Center Contra Costa County Office of Education Contra Costa Community College District Career/Technical Education Wagner-Peyser Employment Development Department Employment Development Department Veterans Trade Adjustment Assistance Act Unemployment Insurance Vocational Rehabilitation California Department of Rehabilitation Greater East Bay District Senior Community Service Employment Program (SCSEP) Contra Costa County/Employment and Human Services Department May 23, 2017 Contra Costa County Board of Supervisors 1520 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 6 Job Corps Job Corps Native American (Section 166) Northern California Indian Development Council, Inc. Scotts Valley Tribal TANF Migrant/Seasonal (Section 167) California Human Development YouthBuild There are no YouthBuild programs in operation in this region. Community Action Employment and Human Services Department-Community Services Housing Authority Contra Costa County Housing Authority Second Chance Act Contra Costa County Probation Department TANF/CalWORKS Contra Costa County Employment and Human Services Department One-Stop System Services Contra Costa County is a diverse county covering 805 square miles with a population of over 1,000,000 people (June 2016). There are four AJCCs located throughout the county: Brentwood, Antioch, Concord, and San Pablo. As the largest site and the one that incorporates programs, services and activities of all required AJCC partners, Concord AJCC is designated a comprehensive AJCC. Brentwood, Antioch and San Pablo are considered Affiliate sites. While Contra Costa County appears to have recovered significantly from the Great Recession, with a current unemployment rate of 4.0% (December 2016), there are pockets of high unemployment and poverty as high as 17-37% (East County and West County). In an effort to address these geographic discrepancies, the WDB has delineated the county into 3 sub-regions: West, Central, and East. Each sub- region has established a WIN. These WINs include a variety of partners (public, private, and non-profit) to support the mission and vision of the WDB. The WIN agencies are committed to working together to achieve the goal of moving as many individuals, families and businesses as possible toward economic self- sufficiency. The WDB and AJCCs make WIOA basic services available to all customers including: businesses, workers, May 23, 2017 Contra Costa County Board of Supervisors 1521 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 7 under-employed individuals, and unemployed individuals. Individuals that meet WIOA eligibility requirements and priority of service receive WIOA individualized services. Responsibilities of AJCC Partners AJCC partners agree to carry out the following shared responsibilities in order to strengthen the capacity and effectiveness of the Contra Costa County East Bay Works AJCCs in achieving their service goals for job-seekers, employers, and employees: AJCC partners agree to participate in joint planning, plan development, and modification of activities to accomplish the following: o Continuous partnership building. o Continuous planning in response to state and federal requirements. o Responsiveness to local and economic conditions, including employer needs. o Adherence to common data collection and reporting needs. Make services provided by partner programs available to eligible customers through the One-Stop delivery system. Participate in the operation of the AJCC system, consistent with the terms of this MOU and requirements of authorized laws. Participate in capacity building and staff development activities in order to ensure that all partners and staff are adequately cross-trained. Funding of Services and Operating Costs AJCC partners agree to share in the operating costs of the AJCC system, either in cash or through in-kind services. The cost of services, operating cost, and infrastructure costs of the system will be funded by all AJCC partners through a separately-negotiated cost sharing agreement based on an agreed upon formula or plan. AJCC partners will ensure that the shared costs are supported by accurate data, are consistently applied over time, and the methodology used in determining the shared costs is reflected in a separate Infrastructure Funding Agreement (IFA) that will be negotiated in good faith and implemented by January 1, 2018. Methods for Referring Customers AJCC partners commit to mutually implement processes for the referral of customers to services not provided on-site. All parties to this MOU agree that they will: May 23, 2017 Contra Costa County Board of Supervisors 1522 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 8 Ensure that intake and referral processes are customer-centered and provided by staff trained in customer service. Ensure that general information regarding AJCC programs, services, activities and resources shall be made available to all customers as appropriate. Information on the customer referral process and direct links for access to AJCC partner staff will be included in an attached MOU addendum. Access for Individuals with Barriers to Employment The WDB has established a local priority of service policy that will be implemented at all AJCC sites across Contra Costa County to ensure access for individuals with barriers to employment. In accordance with new WIOA guidelines and definitions, individuals (adults and youth) with barriers to employment include those who are members of one or more of the following populations: (A) Displaced homemakers. (B) Low-income individuals. (C) Indians, Alaska Natives, and Native Hawaiians, as such terms are defined in section 166 of WIOA. (D) Individuals with disabilities, including youth who are individuals with disabilities. (E) Older individuals. (F) Ex-offenders. (G) Homeless individuals (as defined in section 41403(6) of the Violence Against Women Act of 1994 (42 U.S.C. 14043e– 2(6))), or homeless children and youths (as defined in section 725(2) of the McKinney-Vento Homeless Assistance Act (42 U.S.C. 11434a(2))). (H) Youth who are in or have aged out of the foster care system. (I) Individuals who are English language learners, individuals who have low levels of literacy, and individuals facing substantial cultural barriers. (J) Eligible migrant and seasonal farmworkers, as defined in section 167(i) of WIOA. (K) Individuals within two years of exhausting lifetime eligibility under part A of title IV of the Social Security Act (42 U.S.C. 601 et seq.). (L) Single parents (including single pregnant women). (M) Long-term unemployed individuals. (N) Such other groups as the State of California determines to have barriers to employment. Services provided for individuals with barriers to employment may include direct referral to a partner agency that has expertise working with that specific population. Professional development and training will be provided to staff to ensure not only sensitivity but cross-training competencies in this area. May 23, 2017 Contra Costa County Board of Supervisors 1523 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 9 Information on how each AJCC partner will provide access to individuals with barriers to employment is included in an attached MOU addendum for each partner. Each AJCC partner shall ensure that policies, procedures, programs, and services are in compliance with the Americans with Disabilities Act of 1990 and its amendments, in order to provide equal access to all customers with disabilities. Shared Technology and System Security WIOA emphasizes technology as a critical tool for making all aspects of information exchange possible, including client tracking, common case management, reporting, and data collection. To support the use of these tools, each AJCC partner agrees to the following: Comply with the applicable provisions of WIOA, the California Welfare and Institutions Code, California Education Code, Rehabilitation Act, and other appropriate statutes and requirements. Adhere to principles of common reporting and shared information through electronic mechanisms, including shared technology. Commit to share information to the greatest extent allowable under governing legislation and confidentiality requirements. Maintain all records of AJCC customers or partners (e.g. applications, eligibility and referral records, and any other individual records related to services provided under this MOU) in the strictest confidence, and use them solely for purposes directly related to such services. Develop technological enhancements that allow interfaces of common information needs, as appropriate. Understand that system security provisions shall be agreed upon by all partners. Confidentiality Each AJCC Partner agrees to comply with the provisions of WIOA as well as the applicable sections of the California Welfare and Institutions Code, the California Education Code, the Rehabilitation Act, and any other appropriate statute or requirement to assure the following: All applications and individual records related to services provided under this MOU, including eligibility for services, enrollment, and referral, shall be confidential and shall not be open to examination for any purpose not directly connected with the delivery of such services. No person will publish, disclose, use, or permit, cause to be published, disclosed or used, any confidential information pertaining to AJCC applicants, participants, or customers overall unless a specific release is voluntarily signed by the participant or customer. Compliance with the confidentiality provisions of the respective statutes to which AJCC partners must adhere, while sharing information necessary for the administration of the program as allowed under law and regulation. Each AJCC partner, therefore, agrees to share client information May 23, 2017 Contra Costa County Board of Supervisors 1524 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 10 necessary for the provision of services such as assessment, universal intake, program or training referral, job development or placement activities, and other services as needed for employment or program support purposes. Client information shall be shared solely for the purpose of enrollment, referral or provision of services or as otherwise required by law. In carrying out their respective responsibilities, each AJCC partner shall respect and abide by the confidentiality policies of the others. Non-Discrimination and Equal Opportunity The AJCC partner shall not unlawfully discriminate, harass or allow harassment against any employee, applicant for employment or AJCC applicant due to gender, race, color, ancestry, religion, national origin, veteran status, physical disability, mental disability, medical condition(s), age, sexual orientation or marital status. Each AJCC partner agrees to comply with the provisions of the Fair Employment and Housing Act (Cal. Gov. Code § 12990) and related regulations. The AJCC partner will assure compliance with the Americans with Disabilities Act of 1990 and its amendments, which prohibits discrimination on the basis of disability, as well as other applicable regulations and guidelines issued pursuant to the Americans with Disabilities Act. Grievance and Complaint Procedure AJCC partners agree to establish and maintain a procedure for grievance and complaints as outlined in WIOA. The process for handling grievances and complaints is applicable to customers and AJCC partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. AJCC partners further agree to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. American’s with Disabilities Act and Amendments Compliance All AJCC partners agree to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with Disabilities Act of 1990 and its amendments. Additionally, AJCC partners agree to fully comply with the provisions of WIOA, Title VII of the civil Rights act of 1964, the Age Decimation Act of 1975, Title IX of the Education Amendments of 1972, 29 CRF Part 37 and all other regulations implementing the aforementioned laws. Effective Dates and Term of MOU This MOU shall be binding upon each party hereto upon execution by such party. The term of this MOU shall be three years, commencing on July 1, 2016. The MOU will be reviewed and updated, at a minimum, May 23, 2017 Contra Costa County Board of Supervisors 1525 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 11 every three years in order to ensure it contains up to date information regarding funding, delivery of services, and changes in the signatory official of the WDB, CEO, and/or AJCC partners. Modifications and Revisions This MOU constitutes the entire agreement between the parties and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, through the issuance of a written amendment executed by the AJCC partners. Additional AJCC Partner Agencies This MOU contemplates that from time-to-time additional AJCC partners may be identified. If and when this happens, each new AJCC partner must sign an MOU with WDB on the same terms as this MOU. Approval of additional AJCC partners is at WDB’s discretion. Signatures of other partner agencies will not be required on any MOU between a new AJCC partner and WDB. Termination The parties to this MOU understand that implementation of the AJCC system is dependent on the good faith effort of every partner to work together to improve services to the community. AJCC partners also agree that this effort involves different ways of working together and providing services. In the event that it becomes necessary for one or more partners to cease participation in this MOU, said entity shall notify the other AJCC partners, in writing, 30 days in advance of that intention. Administrative and Operations Management Supervision/Day to Day Operations: The day-to-day coordination of staff assigned to AJCCs will be the responsibility of site supervisor(s), while the original employer of staff assigned to AJCCs will continue to set the priorities of its staff. Any change in work assignments or any problems at worksites will be handled by the site supervisor(s) and the management of the original employer. The office hours for staff at the AJCCs will be established by the site supervisor(s) and the primary employer. All staff will comply with the holiday schedule of their primary employer and will provide copies of their holiday schedules to the operator and host agency at the beginning of each fiscal year. Partner organizations will proactively communicate with AJCC sites regarding additional non-work days (e.g. sick days, vacation days). May 23, 2017 Contra Costa County Board of Supervisors 1526 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 12 Disciplinary actions may result in removal of co-located staff from the AJCCs and each involved AJCC partner will take appropriate action. Each AJCC partner shall be solely liable and responsible for providing to, or on behalf of, its employee(s), all legally required employee benefits. In addition, each AJCC partner shall be solely responsible for and hold all other AJCC partners harmless from all matters relating to payment of each partner's employee(s), including compliance with social security withholding, workers' compensation, and all other regulations governing such matters. Dispute Resolution: Parties shall continue with responsibilities under this MOU during any dispute. AJCC partners agree to attempt to resolve policy or practice disputes at the lowest level, starting with the site supervisor(s) and staff. If issues cannot be resolved at that level, they shall be referred to the management staff of the respective staff employer and the operator, for discussion and resolution. Press Releases and Communications: Participation of each AJCC partner in press/media presentations will be determined by each partner's public relations policy. AJCC partners agree to utilize the AJCC logo developed by the State of California and the WDB on facilities identified for AJCC usage, as well as partner websites. INDEMNIFICATION AJCC partners shall indemnify, defend , save and protect, and hold the Workforce Development Board of Contra Costa County harmless from all claims, cost, loss, liability, expense, damage (including consequential damages) or other injury, claim, action or proceeding, including without limitation, attorney’s fees and expenses, to the fullest extent not prohibited by applicable law, arising out of or connected with this Agreement or the parties’ action pursuant to this Agreement, including any action to attack, set aside, void, abrogate, rescind, or annul this Agreement. The Workforce Development Board of Contra Costa County shall indemnify, defend, save and protect and hold the AJCC partners harmless from all claims, cost, loss, liability, expense, damage (including consequential damages) or other injury, claim, action or proceeding, including without limitation, attorney’s fees and expenses, to the fullest extent not prohibited by applicable law, arising out of or connected with this Agreement or the parties’ action pursuant to this Agreement, including any action to attack, set aside, void, abrogate, rescind, or annul this Agreement. May 23, 2017 Contra Costa County Board of Supervisors 1527 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 13 Signatures of Approval We, the undersigned representatives of the Workforce Development Board of Contra Costa County and the Contra Costa County Board of Supervisors, do hereby agree to and approve this document. ____________________________ _________________________ Donna P. Van Wert, Interim Executive Director Name Workforce Development Board of Contra Costa County Chair, Contra Costa County Board of Supervisors Date:_______________________ Date:_____________________ May 23, 2017 Contra Costa County Board of Supervisors 1528 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 14 Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date May 23, 2017 Contra Costa County Board of Supervisors 1529 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 15 Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date May 23, 2017 Contra Costa County Board of Supervisors 1530 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 16 Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date May 23, 2017 Contra Costa County Board of Supervisors 1531 MEMORANDUM OF UNDERSTANDING BETWEEN THE WORKFORCE DEVELOPMENT BOARD OF CONTRA COSTA COUNTY AND ONE STOP/AJCC PARTNERS Page 17 Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date Signature of Approval I, the undersigned representative of Name of Organization, do hereby agree to and approve this document. _______________________________________________________________________________________ Name, Title of Authorized Signatory Date May 23, 2017 Contra Costa County Board of Supervisors 1532 May 23, 2017 Contra Costa County Board of Supervisors 1533 May 23, 2017 Contra Costa County Board of Supervisors 1534 May 23, 2017 Contra Costa County Board of Supervisors 1535 May 23, 2017 Contra Costa County Board of Supervisors 1536 May 23, 2017 Contra Costa County Board of Supervisors 1537 May 23, 2017 Contra Costa County Board of Supervisors 1538 May 23, 2017 Contra Costa County Board of Supervisors 1539 May 23, 2017 Contra Costa County Board of Supervisors 1540 May 23, 2017 Contra Costa County Board of Supervisors 1541 May 23, 2017 Contra Costa County Board of Supervisors 1542 May 23, 2017 Contra Costa County Board of Supervisors 1543 May 23, 2017 Contra Costa County Board of Supervisors 1544 May 23, 2017 Contra Costa County Board of Supervisors 1545 May 23, 2017 Contra Costa County Board of Supervisors 1546 May 23, 2017 Contra Costa County Board of Supervisors 1547 May 23, 2017 Contra Costa County Board of Supervisors 1548 May 23, 2017 Contra Costa County Board of Supervisors 1549 May 23, 2017 Contra Costa County Board of Supervisors 1550 RECOMMENDATION(S): CONTINUE the emergency actions originally taken by the Board of Supervisors effective January 19 and February 14, 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 that continued into February. The initial damage estimates for the County from the January 6 -10, 2017 storms are estimated at $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 and has, therefore, applied for relief funds. 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 the county and estimated costs to repair damages from the storm. The estimate includes road infrastructure, flood control APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/23/2017 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: May 23, 2017 , County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: C.108 To:Board of Supervisors From:David Twa, County Administrator Date:May 23, 2017 Contra Costa County Subject:CONTINUATION OF LOCAL EMERGENCIES ARISING OUT OF JANUARY/FEBRUARY 2017 STORM DAMAGE May 23, 2017 Contra Costa County Board of Supervisors 1551 BACKGROUND: (CONT'D) > 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, and on Morgan Territory Road in Clayton, where there were washouts of the roads. 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 . The effects of the storms continue to be dynamic. Since the Board's original emergency declaration of January 19, 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. On March 7, 2017, the Board of Supervisors declared a local emergency and authorized the Public Works Director to proceed in the most expeditious manner with the Morgan Territory Road slide repair project. 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 proclamations of an emergency persist, it is appropriate for the Board to continue the local emergency actions regarding the hazardous conditions caused by storm damage. CONSEQUENCE OF NEGATIVE ACTION: Pursuant to Resolution No. 2017/404, the proclamation of local emergencies by the Board of Supervisors on January 19 and February 14, 2017 (Resolutions No. 2017/404 and 2017/65) cannot remain in effect more than 30 days unless they are reviewed and continued by the Board of Supervisors. May 23, 2017 Contra Costa County Board of Supervisors 1552 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 May 9, 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: 05/23/2017 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: May 23, 2017 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: C.109 To:Board of Supervisors From:David Twa, County Administrator Date:May 23, 2017 Contra Costa County Subject:Continue Extension of Emergency Declaration Regarding Homelessness May 23, 2017 Contra Costa County Board of Supervisors 1553