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HomeMy WebLinkAboutMINUTES - 05122009 - SD.5RECOMMENDATION(S): HEARING, pursuant to Section 6586.5 of the Government Code of the State of California, in connection with plans by the County of Contra Costa Public Financing Authority to issue Lease Revenue Bonds (Capital Projects Program), 2009 Series A in an amount not to exceed $31 million; and 1. 2. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/12/2009 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Gayle B. Uilkema, District II Supervisor Mary N. Piepho, District III Supervisor Susan A. Bonilla, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lisa Driscoll, County Finance Director, 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 12, 2009 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Stephen Ybarra, Auditor-Controller, William Pollacek, Treasurer-Tax Collector, Katherine Andrus, Deputy County Counsel SD. 5 To:Board of Supervisors From:David Twa, County Administrator Date:May 12, 2009 Contra Costa County Subject:2009 SERIES A LEASE REVENUE BONDS (Consider with Item SD.3) RECOMMENDATION(S): (CONT'D) ADOPT Resolution number 2009/207, approving the issuance by the County of Contra Costa Public Financing Authority of Lease Revenue Bonds (Capital Projects Program), 2009 Series A in a principal amount not to exceed $31,000,000 to finance various capital projects, authorizing the forms of and directing the execution and delivery of a Trust Agreement, a Site Lease, a Sublease, a Bond Purchase Contract and related financing documents; and authorizing the taking of necessary actions and the execution of necessary documents in connection therewith. FISCAL IMPACT: Estimated costs and sources of funding for the projects to be financed have been previously approved by the Board of Supervisors and meet the County’s newly established Debt Management Policy. The amortization term is approximately 15 years with level debt service. The maximum principal amount for 2009 Series A is $31,000,000. The uses of bond proceeds are for acquisition, construction, improvement, and/or equipping of: Central County Employment and Human Services Department (300, 400, and 500 Ellinwood Way, Pleasant Hill), Employment and Human Services Building (4545 Delta Fair Blvd, Antioch), and the Martinez Health Clinic (2500 Alhambra Ave., Martinez). BACKGROUND: Last year, the County began the process to issue lease revenue bonds for several approved County projects. When the municipal bond market essentially closed in the midst of the commercial banking and financial crisis, it was decided it would be advantageous to the County to wait for better market conditions before issuing its lease revenue bonds. Since that time, market conditions have improved and the County issued requests for proposals (RFP) from underwriters. Based upon an evaluation of funding proposals submitted through the RFP process, the County has determined that a private placement of the lease revenue bonds with Banc of America Public Capital Corp is the most cost effective plan of finance. The term of the bonds will be approximately fifteen years. The approximate true interest cost will be 4.50% and the pricing and closing of the transaction will occur by June 30, 2009. The 2009 Series A issue will provide new money for all or a portion of the cost of the following capital improvements, but not limited to, the acquisition, construction, improvement, and/or equipping of: Series A Projects Approximate Financed Cost Central County 19,500,000 Central County Employment and Human Services Department 300, 400, and 500 Ellinwood Way, Pleasant Hill 19,500,000 Employment and Human Services Building 4545 Delta Fair Boulevard, Antioch 8,300,000 Martinez Health Clinic 2500 Alhambra Avenue , Martinez 2,400,000 $30,200,000 CLERK'S ADDENDUM CLOSED the hearing and adopted the recommendations. ATTACHMENTS Resolution No. 2009/207 Clerk's Certificate Trust Agreement Site Lease Sublease Bond Purchase Agreement OHS West:260514592.6 TRUST AGREEMENT between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Dated as of May 1, 2009 $______________ County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Pro jects Program), 2009 Series A OHS West:260514592.6 THIS TRUST AGREEMENT dated as of May 1, 2009 (the “Trust Agreement”), by and between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the “Authority”), a joint exercise o f powers authority duly organized and exist ing pursuant to an Agreement ent it led “Jo int Exercise of Powers Agreement” by and between the Count y o f Contra Costa and the Contra Costa County Redevelopment Agency, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking associat io n organized and exist ing 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 Authorit y is a jo int exercise of powers authorit y duly organized and operating pursuant to Chapter 5 of Division 7 of Tit le 1 o f t he Government Code of the State of California (hereinafter, the “Act”); WHEREAS, Art ic le 4 of the Act authorizes and empowers the Authority t o issue bonds to assist local agencies in financing pro je cts and programs consist ing of certain public improvements or working capital or liabilit y a nd 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”) fo llo wing a public hearing duly noticed and held, has determined that the consummatio n o f t he transact io ns contemplated in the Sublease (as hereinafter defined) and this Trust Agreement will result in significant public benefits; WHEREAS, the Authority is empowered pursuant to the Sublease and the aforement io ned Art ic le 4 of the Act to cause the lease of the Facilities (as hereinafter defined), and to cause the financing of the Project (as hereinafter defined) through the issuance of its bonds; WHEREAS, the County has determined to finance various capital projects as set fo rth in Exhibit D to the Sublease (as amended from t ime to time, the “2009 Project”); WHEREAS, the Authorit y int ends to assist the County in financing the 2009 Project by issuing the County o f Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects Program), 2009 Series A (the “2009 Series A Bonds”); WHEREAS, the County will lease to the Authority certain capital assets of the County (the “Facilit ies”) pursuant to the Site Lease (as hereinafter defined); WHEREAS, the Count y w ill lease back the Facilit ies fro m t he Authorit y pursuant to the terms of the Sublease; WHEREAS, the Authorit y has authorized the issuance o f t he 2009 Series A Bonds, in an aggregate principal amount not to exceed thirty-one millio n dollars ($31,000,000) to assist in financing the 2009 Project; OHS West:260514592.6 2 WHEREAS, to reduce the borrowing costs of the Authorit y a nd the base rental payments o f t he Count y,and to help the financing of the 2009 Project, from which significant public benefit will be achieved, the 2009 Series A Bonds shall be issued pursuant to Article 4 of the Act; WHEREAS, to provide for the authenticat io n and delivery o f t he Bonds (as hereinafter defined), to establish and declare the terms and conditions upon which the Bonds are to be issued and secured 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 Authorit y ha s determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authorit y a nd authent icated and delivered by the Trustee, duly issued and the valid, binding and legal obligations of the Authority payable in accordance wit h t heir 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 t ime issued and outstanding under this Trust Agreement, according t o their tenor, and to secure the performance and observance of all the covenants and condit io ns therein and herein set forth, and to declare the terms and condit io ns upon and subject to which the Bonds are to be issued and received, and in considerat ion of the premises and of the mutual covenants herein contained and of t he purchase and acceptance of the Bonds by the holders thereof, and for other valuable considerat io n, the receipt whereof is hereby acknowledged, the Authority does hereby covenant and agree wit h t he Trustee, for the benefit of the respective holder s fro m t ime to time of the Bonds, as fo llo ws: ARTICLE I DEFINITIONS; EQUAL SECURITY SECTION 1.01 Definit io ns. Unless the context otherwise requires, the terms defined in this Sect io n shall for all purposes hereof a nd o f a ny Supplemental Trust Agreement and o f a ny cert ificate, opinio n, request or other document herein or therein ment io ned 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 Sublease. “Accreted Interest”means, with respect to Capital Appreciatio n Bonds, as of the date of calculat io n, the Accreted Value thereof minus the Deno minat io nal Amount thereof. “Accreted Value”means, with respect to Capital Appreciatio n Bonds, as of the date of calculation, the Denominatio nal Amount thereo f p lu s the interest accrued thereon to such date of calculat io n, co mpounded fro m t he date of init ial delivery at the interest rate thereof on each June 1 and December 1, as determined in accordance wit h t he Supplemental Trust Agreement authorizing such Bonds, assuming in any year that such Accreted Value increases in OHS West:260514592.6 3 equal daily amounts on the basis o f a ye ar of three hundred sixt y (360) days co mposed of twelve (12) months of thirt y (30) days each. “Act”means the Jo int Exercise o f 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. “Additional Bonds”means all bonds o f t he Authority authorized by and at any time Outstanding pursuant hereto and executed, issued and delivered in accordance with Art ic le III. “Authority”means the Count y o f Contra Costa Public Financing Authorit y created pursuant to the Act and its successors and assigns in accordance herewith. “Authorized Denominations”means, with respect to the 2009 Series A Bonds, a deno minat io n equal to the outstanding principal amount of the 2009 Series A Bonds. “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)-mo nt h period ending on June 1 of each year to which reference is made. “Bondholder or “Owner”me ans any person who shall be the registered owner of any Outstanding Bond. “Bonds”means the 2009 Series A Bonds and all Addit io nal Bonds o f t he Authority authorized by and at any t ime Outstanding pursuant hereto and executed, issued and delivered in accordance with Sectio n 2.02(a) and Section 3.01. “Business Day”means a day that is not a Saturday, Sunday or legal holiday on which banking inst it utions in the State of New York or California is authorized to remain closed, or a day on which the Federal Reserve system is closed. “Capital Appreciation Bonds”means Bonds the interest on which is compounded semiannually on each Interest Payment Date and paid at mat urity as specified in the accreted value table for such Bonds in an exhibit to a Supplemental Trust Agreement. “Certificate of the Authority”means an instrument in writ ing signed by any o f the fo llo wing officials of the Authorit y:Chair, Vice-Chair, Executive Director, Assistant Execut ive Director or Deputy Execut ive Director or a designee of a ny such o fficer, or by a ny other person (whether or not an officer of the Authority) who is specifically authorized by resolut io n of the Authorit y fo r that purpose. “Certificate of the County”means an instrument in writ ing signed by any o f t he fo llo wing Count y o fficials: the Chair of the Board of Supervisors, the County Administrator of the County, the Treasurer-Tax Collector of the Count y or the County Finance Director or by any OHS West:260514592.6 4 such offic ials’ duly appo int ed 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. “Costs of Issuance”means all items of expense direct ly or indirect ly p ayable by or reimbursable to the Count y o r the Authorit y a nd related to the authorizat io n, execution and delivery of the Sublease, the Site Lease, this Trust Agreement and the issuance and sale of the Bonds, including, but not limited to, costs of preparation and reproduction of documents, costs of rating agencies and costs to provide informat io n required by rat ing agencies, filing and recording fees, fees and charges o f t he Trustee, legal fees and charges, fees and disbursements of consultants and professionals, fees and charges for preparation, execut io n and safekeeping of the Bonds, title search and t it le insurance fees, fees of the Authorit y a nd any other authorized cost, charge or fee in connect io n with the issuance of the Bonds. “Costs of Issuance Fund”me ans the fund by that name established pursuant to Section 3.01. “County”means the County of Contra Costa, a Count y o rganized and validly exist ing under the Constitution and general laws of the State. “Current Interest Bonds”means Bonds the interest on which is payable on each Interest Payment Date to the maturit y date for each such Bond. “Debt Service”means, for any Fiscal Year or other period, the sum of (1)the int erest accruing during such Fiscal Year or other period on all Outstanding Bonds, assuming that all Outstanding Serial Bonds are retir ed as scheduled and that all Outstanding Term Bonds are redeemed or paid from sinking fund payments as scheduled (except to the extent that such int erest is to be paid fro m t he proceeds of sale of any Bonds so long as such funded interest is in an amount equal to the gross amo unt necessary to pay such interest on the Bonds and is invested in Government Securit ie s which mature no later than the related Interest Payment Date), (2)the principal amount of all Outstanding Serial Bonds maturing during such Fiscal Year or other perio d, and (3)the principal amount of all Outstanding Term 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 adjust me nt and recalculation as follo ws. (a)with respect to Capital Appreciatio n Bonds, the Accreted Value payment shall be deemed a principal payment and interest that is compounded and paid as Accreted Value shall be deemed due on the scheduled redemption or payment date of such Capital Appreciat io n Bond; and (b)with respect to Variable Rate Bonds, the interest payments shall be calculated at a rate equal to 150% of the highest rate borne by such Bonds in the last 12 mo nt hs, but not to exceed twelve percent (12%) per annum. OHS West:260514592.6 5 “Denominational Amount”means, wit h respect to Capital Appreciat io n Bonds, the init ial o ffering price thereof,which represents the principal amount thereof, and, with respect to the Current Interest Bonds, the principal amount thereof. “Event of Default”shall have the meaning specified in Section 7.01. “Facilities”shall mean the real property and the improvements thereon as set fo rth in Exhibit A to the Sublease, or any County buildings, other improvements and facilit ies added thereto or subst ituted therefor, or any portion thereof, in accordance with t he Sublease and this Trust Agreement. “Fiscal Year”means the twelve (12)-mo nt h period terminat ing 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 wit h applicable law. “Fixed Rate Bonds”means Bonds of a ny Series which bear interest at a fixed int erest rate from the date of such Bonds until the maturity o r redempt io n date thereof. “Government Securities”means (1)U.S. Treasury Certificates, Notes and Bonds (including State and Local Government Series –“S LGS”); (2)direct obligations of the U.S. Treasury which have been stripped by the Treasury itself, such as CATS, TIGRS and similar securit ies; (3)Reso lut io n Funding Corp. (REFCORP) strips (interest component only) which have been stripped by request to the Federal Reserve Bank of New York in book entry fo rm; (4)pre-refunded municipal bonds rated “Aaa” by Moody's and “AAA” by S&P, or if not rated by Moody's, then pre-refunded bonds that have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligat io ns, or AAA-rated pre-refunded municipal obligat io ns; (5)obligat io ns issued by t he fo llowing 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 Ho me Administration (FmHA) cert ificates of beneficial ownership, (c)Federal Financing Bank, (d)General Services Administration participat io n cert ificates, (e)U.S. Marit ime Administration Guaranteed Tit le XI financing, (f)U.S. Department of Housing and Urban Development (HUD) Project Notes, Local Authority Bo nds, New Communit ies 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 cert ified public accountant or firm of such accountants duly licensed and ent it led 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 Authorit y,and who, or each of who m – (1)is in fact independent according to the Statement of Audit ing Standards No.1 and not under the dominat io n of the Authority or the County; (2)does not have a substant ia l financial interest, direct or indirect, in the operations of the Authorit y o r the County; and OHS West:260514592.6 6 (3)is not connected with the Authorit y o r the County as a member, officer or employee of the Authorit y o r the County, but who may be regularly retained to audit the accounting records of and make reports thereon to the Authorit y o r the County. “Interest Payment Date”means June 1 and December 1 in each year, commencing December 1, 2009. “Interest Payment Period”means the period from and including each Interest Payment Date (or, for the first Interest Payment Period, the date of the Bonds) to and including the day immediately preceding the next succeeding Interest Payment Date. “Joint Powers Agreement”means the Jo int Exercise o f Powers Agreement by and between the Count y a nd the Contra Costa County Redevelopment Agency, dated April 7, 1992, as originally executed and as it may from time to time be amended or supplemented pursuant to the provisions hereof and thereof. “Moody’s”means Moody’s Investors Service a corporation duly organized and exist ing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be disso lved or liquidated or shall no longer perform the funct io ns of a securit ie s rating agency, then the term “Moody’s” shall be deemed to refer to any other nationally recognized securit ies rating agency selected by the County. “Opinion of Counsel”means a written opinio n of Bond Counsel. “Outstanding,”when used as of any particular time wit h reference to Bonds, means (subject to the provisions of Sect io n 9.02) all Bonds except (1)Bonds theretofore cancelled by the Trustee or surrendered to the Trustee fo r cancellat io n; (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 subst it ut io n fo r which other Bonds shall have been executed, issued and delivered by the Authorit y 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 Sublease, permit to remain unpaid; (2)easements, rights of way, mineral rights, drilling rights and other rights, reservat io ns, covenants, condit io ns or restrict io ns which exist of record as of the date of recordation of the Sublease in the o ffice of the County Recorder of the County of Contra Costa and which the Count y cert ifies in writ ing will not materially impair the use of t he Facilit ies; (3)the Site Lease, as it may be amended from time to time and the Sublease, as it may be amended fro m t ime to time; (4)this Trust Agreement, as it may be amended fro m t ime to time ; (5)any r ight or claim of any mechanic, laborer, materialman, supplier or vendor not filed or OHS West:260514592.6 7 perfected in the manner prescribed by law; (6)easements, rights of way, mineral rights, drilling rights and other rights, reservat io ns, covenants, condit io ns or restrictions to which the Authorit y and the County consent in writ ing and certify to the Trustee will not materially impair the ownership interests of the Authorit y o r use of the Facilit ies by the Count y; and (7)subleases and assignments of the Count y w hich will not adversely affect the exclusion fro m gross inco me o f int erest on the Bonds. “Permitted Investments”means any o f t he fo llo wing: (1)Go vernment Securit ies; (2)direct obligations of the United States of Amer ica (including obligations issued or held in book-entry fo rm on the books of the Department of the Treasury) or obligat io ns the principal o f a nd interest on which are uncondit io nally guaranteed by the United States of America; (3)bonds, debentures,notes or other evidence of indebtedness issued or guaranteed by any o f t he fo llo wing federal agencies and provided such obligations are backed by the full fait h and credit o f t he United States of America (stripped securities are only permitted if they have been stripped by the agency it self): (a)Farmers Home Administration (FmHA) certificates of beneficial ownership,(b)Federal Housing Administration (FHA) debentures, (c)General Services Administration participation certificates,(d)Go vernment National Mortgage Associat io n (GNMA or “Ginnie Mae”) guaranteed mortgage-backed bonds and guaranteed pass-through obligat io ns (participat io n cert ificates),(e)U.S. Marit ime Ad ministration guaranteed Tit le 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 o f t he fo llowing non-fu ll fait h and credit U.S. government agencies (stripped securit ie s are only permitted if they have been stripped by t he agency it self): (a)Federal Ho me Loan Bank System senior debt obligat io ns (consolidated debt obligat io ns),(b)Federal Home Loan Mortgage Corporation (FHLMC or “Freddie Mac”) participatio n cert ificates (mortgage- backed securit ies) and senior debt obligat io ns,(c)Federal National Mortgage Associat io n (FNMA or “Fannie Mae”) mortgage-backed securit ies and senior debt obligations (excluded are stripped mortgage securities which are valued greater than par on the portion of unpaid principal),(d)Reso lut io n Funding Corp. (REFCORP) strips (interest component only) which have been stripped by request to the Federal Reserve Bank of New York in book entry fo rm,and (e)Farm Credit System Conso lidated systemwide bonds and notes; (5)mo ney market funds registered under the Federal Investme nt Company Act of 1940, the shares of which are registered under the Federal Securities Act of 1933, and which have a rat ing by S&P o f AAAm-G, AAAm, or AA-m a nd, if rated by Moody's, rated Aaa, Aal or Aa2; (6)certificates of deposit secured at all t imes 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 int erest held by the Trustee) with a maturit y o f o ne year or less and issued by co mmercial banks, OHS West:260514592.6 8 savings and loan associat io ns or mutual savings banks whose short term obligat io ns are rated “A- 1+” or better by S&P and “Prime-l” 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)invest me nt agreements, including guaranteed investment contracts; (9)co mmercial paper rated “Prime-1” by Moody's and “A-1+” or better by S&P; (10)bonds or notes issued by any state or municipalit y w hich is rated by Moody's and S&P in one of the two highest long-term rating categories assigned by such agencies; (11)federal funds or bankers acceptances wit h a maximum term of o ne year o f any bank which has an unsecured, uninsured and unguaranteed obligat io n rat ing of “Prime-1” or “A3” or better by Moody's and “A-1+” or better by S&P; (12)repurchase agreements that provide for the transfer of securitie s from a dealer bank or securit ies fir m (seller/borrower) to the Trustee (buyer/lender) and the transfer of cash fro m t he Trustee to the dealer bank or securities firm wit h an agreement that the dealer bank or securit ie s fir m will repay the cash plus a yield to the Trustee in exchange for the securities at a specified date and that satisfy the fo llo wing criteria: (a)repurchase agreements must be between the municipal entit y a nd dealer banks or securities firms that are (i)on the Federal Reserve reporting dealer list which fall under the jurisdict io n o f t he SIPC and which are rated A or better by S&P and Moody's, or (ii)banks rated “A” or above by S&P and Moody's, and (b)repurchase agreements must include the follo wing: (i)securit ies that are acceptable for transfer, including those describe in clauses (2) and (3) above, (ii)terms of no t mo re than 30 days, (iii)co llateral must be delivered to the Trustee (if Trustee is not supplying the collateral) or third part y act ing as agent for the Trustee (if the Trustee is supplying the collateral) before or simultaneously wit h payment (perfectio n by possessio n of cert ificated securit ie s), (iv)the Trustee must have a perfected first priorit y securit y int erest in the collateral, (v)collateral must be free and clear o f t hird-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)fa ilure 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-co llateral must be equal to 104% or, if the securit ies used as co llateral are FNMA or FHLMC securit ies, 105%, of the amount of cash transferred to the dealer bank or securit y f ir m under the repurchase agreement plus accrued interest and, if the value of securit ies held as co llateral slips below such amount, then addit io nal cash and/or acceptable securit ie s must be transferred; (13)pre-refunded municipal bonds rated “Aaa” by Moody's and “AAA” by S&P or, if the there is no Moody's rat ing, then pre-refunded bonds pre-refunded with cash, direct U.S. or U.S. guaranteed obligat io ns, or AAA rated pre-refunded municipal obligat io ns; OHS West:260514592.6 9 (14)mo ney markets or mutual funds which are rated by S&P “AAAm-G” or “AAAm” or higher and, if rated by Moody’s, are rated “Aaa” or higher, which funds may include funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services; (15)the County of Contra Costa Invest me nt Pool; and (16) the Local Agency Invest me nt Fund o f t he State of California. The Trustee may conclusively rely on the written instructions of the Authorit y and the Count y t hat such investment is a Permitted Investment. “Person”means a corporation, firm, associat io n, partnership, trust, or other legal ent it y o r group of entities, including a governmental entity or any agency or polit ical subdivisio n thereof. “Principal Office”refers to the office of the Trustee noted in Sect io n 11.10 and such other offices as the Trustee may designate from t ime to time. “Principal Payment Date”means any date on which principal of t he Bonds is required to be paid (whether by reason of maturit y,redempt io n or acceleration). “Project”me ans the 2009 Project and any addit ional facilit ies or improvements financed with proceeds of Addit io nal Bonds. “Project Fund”means the fund by that name established pursuant to Section 3.02. “Qualified Institutional Buyer”has the meaning set forth in Rule 144A of the Securities Act of 1933. “Rating Category”means one of the general long-term (or short-term, if so specifically provided) rating categories of either Moody’s and S&P, without regard to any refinement or gradation of such rat ing category by a numerical modifier (unless a short-term rating)or otherwise. “Record Date”means the clo se o f bu siness on the fifteenth (15th) calendar day (whether or not a Business Day) of the month preceding any Interest Payment Date. “Redemption Date”shall mean t he date fixed for redempt io n of any Bonds. “Redemption Price”means, wit h respect to any Bond (or portion thereof), the principal amount of such Bond (or portion) plus the applicable premium, if any, payable upon redempt io n t hereof pursuant to the provisio ns of such Bond and this Trust Agreement. “Responsible Officer”means any o fficer o f t he Trustee assigned to administer it s dut ies under this Trust Agreement. OHS West:260514592.6 10 “Revenue Fund”means the fund by t hat name created pursuant to Section 5.02 hereo f. “Revenues”means (i)all Base Rental Payments and other payments paid by the County and received by the Authorit y pursuant to the Sublease (but not Addit io nal Payments), and (ii)all interest or other income fro m a ny 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 Sublease. “Serial Bonds”me ans Bonds for which no sinking fund payments are provided. “Series,”whenever used herein wit h respect to Bonds, means all of the Bonds designated as being of the same series, authent icated and delivered in a simultaneous transactio n, regardless of variat io ns in maturit y,int erest rate, redempt io n and other provisio ns, and any Bonds thereafter authent icated and delivered upon transfer or exchange of o r in lieu o f o r in subst it ut io n fo r (but not to refund) such Bonds as herein provided. “S&P”means Standard & Poor’s, a divisio n of the McGraw-Hill Companies, Inc., and its successors and assigns, except that if such ent it y s hall be disso lved or liquidated or shall no longer perform the funct io ns o f a securities rating agency, then the term S&P shall be deemed to refer to any other nat io nally recognized securit ie s rating agency selected by the County. “Site Lease”means that certain lease, ent it led “Sit e Lease,” by and between the County and the Authorit y,dated as of May 1, 2009, which lease or a memorandum thereof was recorded in the office of the Count y R ecorder of the Count y o f Contra Costa on _______, 2009 as document No. __________, as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereo f and thereof. “State”means the State of California. “Sublease”means that certain lease, entit led “Sublease (Capital Projects Program)”, by and between the Count y and the Authority, dated as of May 1, 2009, which lease or a memorandum thereof was recorded in the office of the Count y R ecorder of the Count y o f Contra Costa on ______, 2009 as document No. _______, as orig inally executed and recorded or as it may fro m t ime to time be supplemented, modified or amended pursuant to the provisions hereo f and thereof. “Supplemental Trust Agreement”means any trust agreement then in full force and effect which has been duly executed and delivered by the Authorit y a nd 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 hereo f. “Tax Certificate”means the Tax Certificate and Agreement delivered by the Authority and the Count y at the time o f t he issuance and delivery of a Series of Bonds, as the same may be amended or supplemented in accordance with it s terms. OHS West:260514592.6 11 “Term Bonds”me ans Bonds which are payable on or befo re their specified maturit y dates fro m s inking fund payments established for that purpose and calculated to retire such Bonds on or before their specified maturit y dates. “Trust Agreement”means this Trust Agreement, dated as of May 1, 2009, between the Authorit y a nd the Trustee, as originally executed and as it may from t ime to time be amended or supplemented by all Supplemental Trust Agreements executed pursuant to the provisions hereof. “Trustee”me ans Wells Fargo Bank, National Associat io n, or any other associat io n or corporation which may at any t ime be subst it uted in its place as provided in Section 8.01. “2009 Project”means the financing of various capital projects of the Count y,and payment of any costs associated with the financing of said projects, as set forth in Exhibit D to the Sublease as the same may be changed from t ime to time by t he Count y by filing a Cert ificate of the County with the Trustee. “2009 Series A Bonds”me ans the Bonds of such Series issued pursuant to Section 2.02(a) hereof. “Variable Rate Bonds”means Bonds of any Series which bear interest at a variable interest rate. “Written Request of the Authority”means an instrument in writ ing signed by or on behalf of t he Authorit y by it s Chair, Vice-Chair, Execut ive Director, Assistant Execut ive Director or Deputy Execut ive Director or a designee of a ny such officer or by any other person (whether or not an officer of the Authorit y)who is specifically authorized by resolutio n o f t he Board of Directors of the Authority to sign or execute such a document on its behalf. “Written Request of the County”me ans an instrument in writ ing signed by the County Ad ministrator of the Count y o r his designee, or by the County Finance Director of the County, or by any other officer of the Count y du ly authorized by the Board of Supervisors of the County in wr it ing to the Trustee for that purpose. SECTION 1.02 Equal Security. In considerat io n of the acceptance of the Bonds by the Bondho lders thereo f,this Trust Agreement shall be deemed to be and shall const it ut e a contract among the Authorit y,the Trustee and the Bondho lders from t ime to time o f a ll 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 fro m t ime 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 o f t he Authorit y s hall be for the equal and proportionate benefit, protection and security o f all Bondho lders of the Bonds wit hout dist inct io n, preference or priorit y as to securit y o r otherwise of any Bonds over any other Bo nds by reason o f t he number or date thereof or the time of authorizat io n, sale, OHS West:260514592.6 12 execution, issuance or delivery thereof o r 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 o f art ic les and sect io ns herein and the table of contents hereof are so le ly for convenience o f reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. ARTICLE II THE BONDS SECTION 2.01 Authorizat io n of Bonds; 2009 Series A Bonds. (a)Bonds may be issued hereunder fro m t ime to time in order to obtain mo neys to carry out the purposes of the Authority. The maximum principal amount of Bonds which may be issued hereunder is not limited. The Bonds are designated generally as “Count y of Contra Costa Public Financing Authorit y L ease Revenue Bonds,” each Series thereof to bear such addit io nal designat io n as may be necessary or appropriate to dist inguish such Series fro m every other Series of Bonds. The Bonds may be issued in such Series as from t ime to time shall be established and authorized by the Authority, subject to the covenants, provisions and conditions herein contained. (b)An init ial Series of Bonds is hereby created and designated “County o f Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects Program), 2009 Series A.” The aggregate principal amount of 2009 Series A Bonds which may be issued and Outstanding under this Trust Agreement shall not exceed $31,000,000. (c)The Authorit y ha s reviewed all proceedings heretofore taken relat ive to the authorizat io n of the 2009 Series A Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditio ns and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of the 2009 Series A Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and that the Authorit y is no w duly authorized, pursuant to each and ever y requirement of the Act, to issue the 2009 Series A Bonds in the form and manner provided herein fo r the purpose of providing funds to finance the 2009 Project, and that the 2009 Series A Bonds shall be ent it led to the benefit, protection and security o f t he provisio ns hereof. (d)The validit y o f t he issuance o f t he 2009 Series A Bonds shall not be dependent on or affected in any way by the proceedings taken by the Authority fo r the financing of the 2009 Project or by any contracts made by the Authorit y o r its agents in connection therewith, and shall not be dependent upon the performance by any person, firm or corporation of his or its obligat io n wit h respect thereto. The recital contained in the 2009 Series A Bonds that the same are issued pursuant to the Act and pursuant hereto shall be conclusive evidence o f their validit y and o f t he regularit y of their issuance, and all 2009 Series A Bonds shall be OHS West:260514592.6 13 incontestable fro m a nd after their issuance. The 2009 Series A Bonds shall be deemed to be issued, within the meaning hereof, whenever the definit ive 2009 Series A Bonds (or any temporary 2009 Series A Bonds exchangeable therefor) shall have been delivered to the purchaser thereof and the proceeds of sale thereof received. SECTION 2.02 Terms of the 2009 Series A Bonds. (a)The 2009 Series A Bonds shall be issued as a single Term Bond in the principal amount of $______________. The 2009 Series A Bonds shall be dated the date of issuance thereo f, shall be issued only in fully registered form in Authorized Deno minat io ns (not exceeding the principal amount of 2009 Series A Bonds maturing at any one time). The Bonds init ially shall be issued in the form o f a single authent icated fully registered bond for the stated maturit y of such Bonds, in the principal amount of the Bonds. Upon initial issuance, the ownership of all such Bonds shall be registered as specified by the purchaser thereof in the registration records maintained by the Trustee pursuant to Section 2.07. The 2009 Series A Bonds shall mature in the year and in the principal amount and bear interest at the rate as set fo rth in the fo llo wing schedule, subject to prior redemptio n as described in Article IV hereof: County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Pro jects Program), 2009 Series A Maturity Date (June 1)Principal Amount Interest Rate 2024*$[31,000,000]__.__% _______________ *Term Bond The 2009 Series A Bonds shall bear interest at the rates set forth above, payable commencing December 1, 2009 and semiannually thereafter on June 1 and December 1 in each year. The 2009 Series A Bonds shall bear interest from t he Interest Payment Date next preceding the date of authenticatio n t hereof, unless such date of authent icat io n is an Interest Payment Date, in which event they shall bear interest from such date,or unless such date of authent icat io n is prior to the Record Date for the first Interest Payment Date, in which event they shall bear interest fro m t heir dated date. The amount of interest so payable on any Interest Payment Date shall be co mputed on the basis o f a 360-day year consist ing o f t welve 30-day mo nt hs. (b)Payment of interest on the 2009 Series A Bonds due on or before the maturit y o r prior redempt io n t hereof 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 any Series of Bonds shall be paid by wire transfer or other means to provide immediately available funds to any Owner of at least $1,000,000 in aggregate principal amount of such Series of OHS West:260514592.6 14 Bonds, at its option, according to wire instructions given to the Trustee in writ ing fo r 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 redemptio n date thereof, provided there has been irrevocably deposited with the Trustee an amount sufficient to pay the Redempt io n Price thereo f,plus int erest accrued thereon to such date. The Owner of such Bond shall not be ent it led to any other payment, and such Bond shall no longer be Outstanding and entit led to the benefit s o f t his Trust Agreement, except for the payment of the principal amount or Redempt io n Price, of such Bond, as appropriate, from mo neys held by the Trustee for such payment. (d)The principal o f t he Bonds shall be payable by check in lawful money of the United States of America at the Principal Office of the Trustee. No payment of principa l shall be made on any Bond unless and unt il such Bond is surrendered to the Trustee for cancellation; provided that the Trustee may agree with the Owner of a ny Bond or Bonds that such Owner may, in lieu o f surrendering the same for a new Bond, endorse on such Bond a record of partial payment of the principal of such Bond in the form set forth below (which shall be t yped or printed on such Bond): PAYMENTS ON ACCOUNT OF PRINCIPAL Payment Date Principal Amount Paid Balance of Principal Amount Unpaid Signature of Owner ____________________________________________ ____________________________________________ ____________________________________________ The Trustee shall maintain a record of each such partial payment made in accordance wit h the foregoing agreement and such record shall be conclusive. Such partial payment shall be valid upon payment of the amount thereof to the Owner of such Bond, and the Authority and the Trustee shall be fully released and discharged from a ll liabilit y t o the extent of such payment irrespect ive o f w hether such endorsement shall or shall not have been made upon such Bond by the Owner thereof and irrespect ive of any error or omissio n in such endorsement. (e)The Trustee shall identify all payments (whether made by c heck or by wire transfer) of interest, principal, and premium by the registration number of the related Bond. SECTION 2.03 Form of 2009 Series A Bonds. The 2009 Series A Bonds and the authent icat io n and registration endorsement and assignment to appear thereon shall be substant ia lly in the form set forth in Exhibit A attached hereto and by this reference herein incorporated. OHS West:260514592.6 15 SECTION 2.04 Execut io n of Bonds. The Chair or the Execut ive 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 Authorit y is hereby authorized and directed to countersign each of the Bonds on behalf of t he Authority. The signatures of such officers may be by printed, lit hographed or engraved by facsimile reproduction. In case any officer whose signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds to the purchaser thereof, such signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in o ffice unt il su ch delivery o f t he Bonds. Only those Bonds bearing thereon a certificate of authentic ation in the form hereinbefore recited, executed manually and dated by the Trustee, shall be entitled to any benefit, protection or securit y hereunder or be valid or obligatory for any purpose, and such certificate of the Trustee shall be conclusive evidence that the 2009 Series A Bonds so authenticated have been duly authorized, executed, issued and delivered hereunder and are entitled to the benefit, protection and securit y 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 Sect io n 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 Authorit y s hall execute and the Trustee shall authent icate and deliver to the transferee a new Bond or Bonds of the same Series and maturity fo r a like aggregate principal amount of Authorized Denominations. The Trustee shall require the payment by the Bondho lder requesting such transfer of any tax or other governmental charge required to be paid wit h respect to such transfer as a conditio n precedent to the exercise of such privilege. The Authorit y a nd the Trustee may, except as otherwise provided herein, deem and treat the registered owner of any Bond as the absolut e 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 neit her the Authorit y no r the Trustee shall be affected by any notice or knowledge to the contrary; and payment of the interest on and principal of and redempt io n premium, if any, o n such Bond shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liabilit y o n 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 redempt io n in who le or in part, from and after the day of mailing o f a notice o f redemption o f such Bond selected for redempt io n in who le o r in part as provided in Section 4.04 or during the period established by the Trustee for selectio n of Bonds for redempt io n. (b) The Owner shall have the right to sell and transfer the 2009 Series A Bond in who le t o a Qualified Institutional Buyer without the consent of the Authority, so long as the purchaser provides an Investor Letter substant ia lly in the form attached hereto as Exhibit E and so long as the purchaser acknowledges in writ ing to the limitations on transfer. The Owner shall provide written notice to the Authority and the Count y ide nt ifying any person or entit y acquiring OHS West:260514592.6 16 the 2009 Series A Bond. The Owner may disclose to any purchaser or prospective purchaser any informat io n or other data or material in the Owner’s possession relating to the Authorit y,the 2009 Series A Bond and the Project, without the consent of or notice to the Authorit y. The Owner shall not sell any participat io n int erests in the 2009 Series A Bond, but shall only sell and transfer the ent ir e outstanding principal amount of the 2009 Series A Bond. SECTION 2.06 Exchange o f Bonds. Bonds may be exchanged at the Principal Office of the Trustee for a like aggregate principal amount of Bonds of t he same Series and maturit y o f o ther authorized deno minat io ns. The Trustee shall require the payment by the Bondho lder request ing such exchange o f a ny tax or other governmental charge required to be paid with respect to such exchange as a condit io n precedent to the exercise of such privilege. The Trustee shall not be required to exchange any Bond which has been selected for redemption in who le or in part, from and after the day of mailing of a notice of redemption of such Bond selected for redempt io n in who le o r in part as provided in Section 4.04 or during the period established by the Trustee for select io n of Bonds for redempt io n. 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 inspect io n by the Authority, and upon presentation for such purpose the Trustee shall, under such reasonable regulat io ns 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 beco me mut ilated, the Trustee, at the expense of the Bondholder, shall thereupon authent icate and deliver a new Bond of like tenor and amount in exchange and substit ution for the Bond so mut ilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mut ilated 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 indemnit y sat is factory to the Trustee shall be given, the Trustee, at the expense of the Bondho lder, shall thereupon authenticate and deliver a new Bond o f like tenor in lieu of and in subst it ut io n fo r the Bond so lost, destroyed or stolen. The Trustee may require payment of a reasonable sum for each new Bond issued under this Sect io n 2.08 and of the expenses which may be incurred by the Authority a nd the Trustee in the premises. Any Bond issued under the provisio ns of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall be equally and proportionately entit led to the benefits o f t his Trust Agreement with all other Bonds of the same Series 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. OHS West:260514592.6 17 The Bonds issued under this Trust Agreement may be init ially issued in temporary fo rm exchangeable for definit ive Bonds when ready for delivery. The temporary Bonds may be printed, lit hographed or typewritten, shall be of such denominat io ns as may be determined by t he Authorit y,shall be in fully registered form and may contain such reference to any o f the provisions of this Trust Agreement as may be appropriate. Every temporary Bond shall be executed and authent icated as authorized by the Authorit y,in accordance wit h t he terms of the Act. If the Authorit y issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds may be surrendered, for cancellat io n, in exchange therefor at the Principal Office of the Trustee, and the Trustee shall deliver in exchange fo r such temporary Bonds an equal aggregate principal amount of definit ive Bonds of authorized deno minat io ns. Unt il so exchanged, the temporary Bonds shall be entit led to the same benefit s under this Trust Agreement as definit ive Bonds delivered hereunder. ARTICLE III ISSUANCE OF 2009 Series A BONDS SECTION 3.01 Procedure for the Issuance of 2009 Series A Bonds. At any t ime after the sale o f t he 2009 Series A Bonds in accordance with the Act, the Authorit y s hall execute the 2009 Series A Bonds for issuance hereunder and shall deliver them to the Trustee, and thereupon the 2009 Series A Bonds shall be authent icated and delivered by the Trustee to the purchaser thereof upon the Written Request of the Authorit y a nd upon receipt of payment therefor from the purchaser thereof. Upon receipt of payment for the 2009 Series A Bonds fro m the purchaser thereof, the Trustee shall, unless otherwise instructed by the Authority,transfer or deposit the proceeds received fro m such sale to the fo llo wing respect ive parties or to the fo llo wing respective accounts or funds, in the follo wing order of priorit y: (i)deposit the sum o f $________ to the Costs of Issuance Fund, which fund is hereby created and which fund the Trustee hereby covenants and agrees to maintain. All mo ney 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 Wr it ten Request of the Authority,in substantially the form attached hereto as Exhibit C, filed with the Trustee, each of which shall be sequentia lly 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 obligat io n(s) was incurred and that such payment is a proper charge against said fund. On December 1, 2009, or upon the earlier Written Request of the Authorit y, any remaining balance in the Costs of Issuance Fund shall be transferred to the Project Fund and the Costs of Issuance Fund shall be closed; (ii)deposit the amount of $_____________ in the 2009 Series A Project Account in 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 and, within the Project Fund, a Project Account for each Series o f Bonds (the init ial payment into which is provided for in Sect io n 3.01). The moneys in the Project Fund shall be disbursed by the Trustee upon the Written OHS West:260514592.6 18 Request of the Count y in substantially t he form attached hereto as Exhibit B, for the payment of costs relat ing to the financing and co mp let io n of the Project. SECTION 3.03 Conditions for the Issuance of Addit io nal Bonds. The Authorit y may at any t ime issue Addit io nal Bonds pursuant to a Supplemental Trust Agreement, payable fro m t he Revenues as provided herein and secured by a pledge of and charge and lien upon the Revenues as provided herein equal to the pledge, charge and lien securing the Outstanding Bonds theretofore issued hereunder, but only subject to the follo wing specific condit io ns, which are hereby made condit io ns precedent to the issuance of any such Addit io nal Bonds: (a)The Authorit y s hall be in co mp liance wit h all agreements and covenants contained herein. (b)The Supplemental Trust Agreement shall require that the proceeds of the sale of such Addit io nal Bonds shall be applied to the acquisit io n (by purchase or lease)or construction of facilit ies to be added to the Facilit ies or for the refunding of Outstanding Bonds. (c)The aggregate principal amount of Bonds issued and at any time Outstanding hereunder shall not exceed any limit imposed by law, by this Trust Agreement or by any Supplemental Trust Agreement. (d)The Sublease shall have been amended, if necessary, so that the Base Rental Payments payable by the County t hereunder in each Fiscal Year shall at least equal Debt Service, including Debt Service on the Addit io nal Bonds, in each Fiscal Year. (e)The Sublease shall have been amended so as to lease to the County the project being financed fro m t he proceeds of such Addit io nal Bonds or facilit ies of comparable worth and economic life. (f)If the proceeds of such Addit io nal Bonds are to be used, in who le o r in part, to finance construction on real property not described in the Sublease or the additio na l Facilit ies to be leased are not situated on property described in the Sublease, (1)the Site Lease shall have been amended so as to lease to the Authority such additional real property; and (2)the Sublease shall have been amended so as to lease to the County such addit io nal real property. (g)If the addit io nal Facilit ies to be leased are to be constructed, the Trustee shall be paid an amount of capitalized interest on the Addit io nal Bonds for the est imated period of construction and six mo nt hs thereafter. SECTION 3.04 Proceedings for Authorizat io n of Addit io nal Bonds. Whenever the Authority and the Count y s hall determine to execute and deliver any Additio nal Bonds pursuant to Sectio n 3.03, the Authorit y a nd the Trustee shall enter into a Supplemental Trust Agreement providing for the issuance o f such Addit io nal Bonds, specifying the maximum principal amount of such Addit io nal Bonds and prescribing the terms and condit io ns of such Additional Bonds. The Supplemental Trust Agreement shall prescribe the form or forms of such Addit io nal Bonds and, subject to the provisions of Section 3.03, shall provide for the dist inct ive OHS West:260514592.6 19 designation, deno minat io ns, method of numbering, dates, payment dates, interest rates (or method of determining the rates, if variable), interest payment dates, provisions for redempt io n (if desired) and places of payment of principal and interest. Before such Addit io nal Bonds shall be issued, the County and the Authority shall file or cause to be filed the fo llo wing documents wit h t he Trustee: (a)An Opinio n o f Counsel setting forth that (1) such Counsel has examined the Supplemental Trust Agreement and the amendment to the Sublease and the Site Lease required by Section 3.03(e), (f) and (g); (2) the execut io n and delivery o f t he Addit io nal Bonds have been sufficient ly and duly authorized by the County and the Authority; and (3)said amendment to the Sublease and the Site Lease if any, when duly executed by the Count y and the Authority, will be valid and binding obligations of the County and the Authority. (b)A Certificate of the Authorit y stating that the requirements of Section 3.03 have been met. (c)A certified copy of a reso lut io n or ordinance o f t he Count y authorizing the execution of the amendments to the Sublease required by Sectio n 3.03(e), (f) and (g). (d)An executed counterpart or duly authenticated copy of any amendment to the Sublease required by Sect io n 3.03(e), (f) and (g). (e)A Certificate of the Count y st ating that the insurance required by Sections 5.01, 5.02 and 5.03 of the Sublease is in effect. (f)If the proceeds of such Addit io nal Bonds are to be used, in who le o r in part, to finance construction or acquire facilities on real property not then described in the Sublease, an executed counterpart or duly authenticated copy of the Site Lease required by Section 3.03(g). (g)A t it le insurance policy insuring the Authorit y’s leaseho ld or fee tit le in the real property on which the Facilit ies are located, and, if the proceeds of such Addit io na l Bonds are to be used to finance construction on real property not then described in the Sublease, a title insurance policy insuring the Authority’s leasehold or fee tit le in such real property, or, at the option of the Authorit y,an opinio n of counsel or Certificate of the County o r such other evidence of the Authority’s or County’s leaseho ld or fee interest in such real property as shall be acceptable to the Authority. Upon the delivery to the Trustee of the foregoing instruments and upon the Trustee’s receipt of Certificates of the Count y a nd o f the Authorit y st ating that all applicable provisions of this Trust Agreement have been complied wit h (so as to permit the issuance of the Addit io nal Bonds in accordance with the Supplemental Trust Agreement then delivered to the Trustee), the Trustee shall authent ic ate and deliver said Addit io nal Bonds in the aggregate principal amount specified in such Supplemental Trust Agreement to, or upon the Written Request of, the Authorit y. OHS West:260514592.6 20 SECTION 3.05 Limitat io ns on the Issuance of Obligat io ns Payable fro m Revenues. The Authorit y w ill not, so long as any o f t he Bonds are Outstanding, issue any obligat io ns or securit ie s, however deno minated, payable in who le o r in part fro m Revenues except the fo llo wing: (a)Bonds of any Series authorized pursuant to Section 3.04; (b)Obligat io ns which are junior and subordinate to the payment of the principal, premium and int erest requirements for the Bonds and which subordinated obligatio ns are paya ble as to principal, premium and int erest, if any,only out of Revenues after the prior payment of all amounts then required to be paid hereunder from Revenues for principal, premium and int erest for the Bonds, as the same become due and payable and at the times and in the manner as required in this Trust Agreement. ARTICLE IV REDEMPTION OF BONDS SECTION 4.01 Extraordinary Redempt io n. The Bonds are subject to redempt io n by the Authorit y o n any date prior to their respect ive stated maturit ies, upon notice as hereinafter provided, as a who le o r in part by lot within each stated mat urity in integral mult iples o f Authorized Denominations, fro m prepayments made by the Count y pursuant to Section 7.02 of the Sublease, at a redempt io n price equal to the sum of t he principal amount thereof, without premium, plus accrued interest thereon to the Redempt io n Date. Whenever less than all of t he Outstanding Bonds are to be redeemed on any one date, the Trustee shall select, in accordance with written directions fro m the Authorit y,the Bonds to be redeemed in part from the Outstanding Bonds so that the aggregate annual principal amount of and interest on Bonds which shall be payable after such Redemptio n Date shall be as nearly proportional as pract ic able to the aggregate annual principal amount of and interest on Bonds Outstanding prior to such Redemption Date. SECTION 4.02 Optional Redempt io n. The 2009 Series A Bonds maturing on or prior to June 1, 2016, are not subject to optional redemptio n. The 2009 Series A Bonds maturing on or after June 1, 2017, are subject to redemption prior to their respect ive stated maturities at the written direct io n o f t he Authorit y,fro m a ny mo neys deposited by the Authorit y o r the County, as a whole or in part (in such maturit ies as are designated in writ ing by the Authorit y t o the Trustee) on any date on or after December 1, 2016, at the principal amount of 2009 Series A Bonds called for redempt io n, together with accrued interest to the date fixed for redempt io n, without premium. SECTION 4.03 Mandatory Sinking Fund Redempt io n. The Term Bonds, upon notice as hereinafter provided, shall also be subject to mandatory sinking fund redempt io n prior to maturity, in part on June 1 of each year on Mandatory Sinking Account Payment Dates specified in Sect io n 5.03, by lot, from and in the amount of the mandatory sinking account payments set forth in Section 5.03 at a redemption price equal to the sum of the principal amount thereof plus accrued interest thereon to the redemption date, without premium. OHS West:260514592.6 21 SECTION 4.04 Select io n of Bonds for Redempt io n. The Authority shall designate which maturit ie s of Bonds are to be redeemed. If less than all Outstanding Bonds of the same Series maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the Bonds of such maturit y date to be redeemed by lot and shall prompt ly notify the Authority in writ ing o f t he numbers o f t he Bonds so selected for redempt io n. For purposes of such select io n, Bonds shall be deemed to be composed of multiples of minimum Authorized Deno minat io ns and any such mult iple may be separately redeemed. In the event Term Bonds are designated for redempt io n, the Authorit y ma y designate which sinking account payments are allocated to such redempt io n. SECTION 4.05 Notice of Redempt io n; Cancellat io n; Effect of Redempt io n. Notice of redemption shall be mailed by first-class mail by the Trustee, not less than thirty (30) nor more than sixt y (60) days prior to the redemption date to the respect ive Bondho lders o f t he Bonds designated for redempt io n at their addresses appearing on the registration books of the Trustee. Each notice of redempt io n shall state the date of such notice, the date of issue of the Bonds, the Series, the redempt io n date, the Redempt io n Price, the place or places of redemption (including the name and appropriate address of the Trustee), and, if less than all of any suc h maturit y is to be redeemed, the dist inct ive certificate numbers of t he Bonds o f su ch maturit y,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 beco me due and payable on each of said Bonds the redempt io n price thereo f,together with int erest accrued thereon to the redemptio n date, and that from a nd after such redempt io n date int erest thereon shall cease to accrue, and shall require that such Bonds be then surrendered at the address o f t he Trustee specified in the redemption notice. Failure to receive such notice shall not invalidate any of the proceedings taken in connection wit h such redempt io n. The Trustee may give a conditional notice o f redempt io n prior to the receipt of all funds or satisfact io n of all condit io ns necessary to effect the redempt io n, provided that redempt io n shall not occur unless and unt il 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 redempt io n; otherwise, such redempt io n shall be cancelled by the Trustee and the Trustee shall mail notice of such cancellat io n to the recipients of the notice of redempt io n being cancelled. The Authorit y ma y, at its option, on or prior to the date fixed for redemption in any notice o f redempt io n rescind and cancel such notice of redemption by Written Request to the Trustee and the Trustee shall mail notice o f su ch cancellat io n t o the recipients of the notice o f redempt io n being cancelled. If notice o f redempt io n has been duly given as aforesaid and mo ney for the payment of the redempt io n price of the Bonds called for redempt io n is held by the Trustee, then on the redempt io n date designated in such notice Bonds so called for redemption shall become due and payable, and from a nd after the date so designated interest on such Bonds shall cease to accrue, and the Bondholders o f such Bonds shall have no rights in respect thereof except to receive payment of the redempt io n price thereof. OHS West:260514592.6 22 All Bonds redeemed pursuant to the provisions of this Art ic le shall be cancelled by the Trustee and shall be destroyed wit h a cert ificate of destruction furnished to the Authority upon its request and shall not be reissued. ARTICLE V REVENUES SECTION 5.01 Pledge of Revenues. (a)All Revenues, any other amounts (including proceeds of t he sale o f t he 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 Addit io nal 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 o f t he 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 fo r 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 account s 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 o f the Bonds in accordance with the terms hereof and thereof. (b)At le ast three (3) Business Days prior to each date on which a Base Rental Payment is due, pursuant to the Sublease, the Trustee shall notify the County o f t he amount of the installment of Base Rental Payment needed to pay the principal of and interest on the Bonds due on the next fo llo wing Interest Payment Date. Any failure to send such notice shall not affect the County’s obligat io n t o make t imely payments of installments of Base Rental Payments. 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 Authorit y in t rust hereunder for the benefit of the Bondholder s and shall be transferred when and as received by the Authority t o 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 Count y has been directed to pay all Base Rental Payments directly to the Trustee. If the Authorit y r eceives any Base Rental Payments, it shall hold t he 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 int erest in any o f t he Revenues except only as herein provided. All Revenues and all other amounts pledged and assigned hereunder, whether received by the Authorit y in t rust or deposited with the Trustee as herein provided, shall nevertheless be allocated, applied and disbursed sole ly 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. OHS West:260514592.6 23 SECTION 5.03 Establishment and Maintenance of Accounts for Use o f Mo ney in the Revenue Fund (a)Revenue Fund. Subject to Section 6.03, all mo ney in the Revenue Fund shall be set aside by the Trustee in the follo wing respect ive special accounts or funds within the Revenue Fund (each o f w hich is hereby created and each of which the Trustee hereby covenants and agrees to cause to be maintained) in the follo wing order of priority: (1)Interest Account, and (2)Principal Account. All mo ney 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. On each Principal Payment Date, following payment of principal of and interest on the Bonds, any excess amount on deposit in the Revenue Fund shall be returned to the Count y as an excess payment of Base Rental Payments. (b)Interest Account. On or before each Interest Payment Date, the Trustee shall set aside fro m t he Revenue Fund and deposit in t he Interest Account that amount of money which is equal to the amount of interest beco ming due and payable on all Outstanding Bonds on such Interest Payment Date. No deposit need be made in t he 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 beco ming due and payable on all Outstanding Bonds on such Interest Payment Date. All mo ney 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, [2010], the Trustee shall set aside from t he Revenue Fund and deposit in the Principal Account an amount of mo ney equal to the amount of all sinking fund payments required to be made on such June 1 into the respect ive sinking fund accounts for all Outstanding Term Bonds and the principal amount of all Outstanding Serial Bonds maturing on such June 1. 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 the principal o f a ll Outstanding Serial Bonds maturing by their terms on such June 1 plus the aggregate amount of all sinking fund payments required to be made on such June 1 for all Outstanding Term Bonds. The Trustee shall establish and maintain within the Principal Account a separate subaccount for the Term Bonds of each Series and maturit y,designated as the “____ Sinking Account” (the “Sinking Account”), inserting therein the Series and maturity (if more than one OHS West:260514592.6 24 such account is established for such Series) designat io n of such Bonds. Wit h 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 maturit y,as the case may be) of Term Bonds o f t he Series and maturit y fo r which such Sinking Account was established, upon the notice and in the manner provided in Article IV. The Trustee shall establish and maintain within the Principal Account a Sinking Account for the 2009 Series A Term Bonds maturing on June 1, 2024. Subject to the terms and conditions set forth in this Sect io n and Sect io n 4.03, the Term Bonds maturing on June 1, 2024, shall be redeemed (or paid at maturit y,as the case may be) by applicat io n of mandatory sinking account payments in the amounts and upon the dates as fo llo ws: Term Bonds Sinking Account Mandatory Sinking Account Payment Date (June 1) Mandatory Sinking Account Payments 2010 $ 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024* __________________ *Maturity If the 2009 Series A Term Bonds are optionally redeemed in part, the Authority may designate the Mandatory Sinking Account Payments to be allocated to such optional redempt io n. All mo ney in the Principal Account shall be used and wit hdrawn by the Trustee solely for the purpose of paying the principal of t he Bonds as it shall beco me due and payable, whether at maturit y o r redempt io n, except that any money in any Sinking Account shall be used and withdrawn by the Trustee only to redeem or to pay Term Bonds for which such Sinking Account was created. OHS West:260514592.6 25 SECTION 5.04 Applicat io n o f Insurance Proceeds. In the event of any damage to or destruction o f a ny part of the Facilit ies covered by insurance, the Authority s hall cause the proceeds of such insurance to be utilized for the repair, reconstruction or replacement of the damaged or destroyed portion of the Facilit ies, and the Trustee shall hold said proceeds in a fund established by the Trustee for such purpose separate and apart from a ll other funds designated the “Insurance and Condemnat io n Fund”, to the end that such proceeds shall be applied to the repair, reconstruction or replacement of the Facilit ies to at least the same good order, repair and condition as it was in prior to the damage or destruction, inso far as the same may be accomplished by the use of s aid proceeds. The Count y s hall file a Certificate of the County wit h the Trustee that sufficient funds from insurance proceeds or from any funds legally available to the County, or fro m any co mbinat io n t hereof, are available in the event it elects to repair, reconstruct or replace the Facilit ies. The Trustee shall invest said proceeds in Permitted Invest me nt s pursuant to the Written Request of the County, as agent for the Authorit y u nder the Sublease,and wit hdrawals o f said proceeds shall be made fro m t ime to time upon the filing wit h the Trustee of a Written Request of the Count y,stating that the Count y ha s expended mo neys or incurred liabilit ies in an amount equal to the amount therein stated for the purpose of the repair, reconstruction or replacement of the Facilit ies, and specifying the items for which such moneys were expended, or such liabilit ies 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 Sect io n 5.01. Alternatively, the County, 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 who le o f the Facilit ies, or that portion, in the case of part ia l damage or destruction of the Facilities, of the Base Rental Payments and all other amounts relat ing to the damaged or destroyed portion of the Facilities, may elect not to repair, reconstruct or replace the damaged or destroyed portion of the Facilit ies and thereupon shall cause said proceeds to be used for the redempt io n o f O utstanding Bonds pursuant to the applicable provisions o f Section 4.01. The County shall not apply the proceeds of insurance as set forth in this Sect io n 5.04 to redeem the Bonds in part due to damage or destruction of a portion of t he Facilit ies unless the Base Rental Payments on the undamaged portion of t he Facilit ies will be sufficient to pay the scheduled principal and interest on the Bonds remaining unpaid after such redempt io n. SECTION 5.05 Deposit and Investments of Money in Accounts and Funds. Subject to Section 6.03, all mo ney 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 money market funds described in clause (5) of the definit io n o f Permitted Investments. Such investments shall, as nearly as practicable, mature on or before the dates on which such money is ant ic ipated to be needed for disbursement hereunder. For purposes of this restrict io n, Permitted Investments containing a repurchase option or put option by the investor shall be treated as having a maturit y o f no lo nger than such option. Unless otherwise instructed by the Authority, all interest or profits received on any money so invested in the Project Fund shall be deposited in the Project Fund until comp let io n o f t he related Project and shall thereafter be deposited in the Revenue Fund. The Trustee and its affiliates may act as principal, agent, sponsor or advisor with respect to any invest me nt s. The Trustee shall not be OHS West:260514592.6 26 liable for any losses on invest me nt s made in accordance with the terms and provisions of this Trust Agreement. Invest me nt s purchased wit h fu nds on deposit in the Revenue Fund shall mature not later than the payment date or redemptio n date, as appropriate, immediately succeeding the investment. Subject to Section 6.03, invest me nt s in any and all funds and accounts except for the Rebate Fund may be co mmingled for purposes of making, holding and disposing of investments, notwithstanding provisions herein fo r transfer to or holding in part icu lar funds and accounts amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times account for such investments strict ly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Trust Agreement. 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 wit h t he terms hereo f and o f t he Bonds, and will fait hfully observe and perform all the agreements and covenants to be observed or performed by the Authorit y co nt ained herein and in the Bonds. SECTION 6.02 Against Encumbrances. The Authorit y w ill not make any pledge or assignment of or place any charge or lien upon the Revenues except as provided in Sectio n 5.01, and will not issue any bonds, notes or obligations payable fro m t he Revenues or secured by a pledge of or charge or lien upon the Revenues except as provided in Section 3.04. SECTION 6.03 Tax Covenants; Rebate Fund. (a)In addit io n t o 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 mo ney at any t ime 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 Sect io ns 5.01, 5.02, 5.05, 9.01 and 10.01 relat ing to the pledge o f Revenues, the allocation of mo ney in the Revenue Fund, the investments of money in any fund or account, the applicat io n o f fu nds upon acceleration and the defeasance of Outstanding Bonds, all amounts required to be deposited int o or on deposit in the Rebate Fund shall be governed exclusively by this Sectio n 6.03 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisio ns if it fo llo ws the written direct io ns o f t he Authorit y,and shall have no liabilit y or responsibilit y t o enforce compliance by the Authorit y w it h t he terms o f t he Tax Certificate. OHS West:260514592.6 27 (b)Any funds remaining in t he Rebate Fund wit h respect to a Series of Bonds after redempt io n and payment of all such Series of Bonds and all other amounts due hereunder or under the Sublease relating to such Series of Bonds, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses o f t he Trustee and satisfact io n 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. (c)The Authorit y s hall not use or permit the use o f a ny proceeds of the Bonds or any funds of the Authorit y,direct ly or indirect ly,in any manner, and shall not take or omit to take any action that would cause any of t he Bonds to be treated as an obligat io n not described in Section 103(a) of the Code.In the event that at any time the Authorit y is of the opinio n t hat for purposes of this Section 6.03(c) it is necessary to restrict or to limit the yield on the investme nt of any mo neys held by the Trustee under this Trust Agreement, the Authority s hall so instruct the Trustee under this Trust Agreement in writing, and the Trustee shall take such actio n as ma y be necessary in accordance with such instructions. (d)Notwithstanding any provisio ns o f t his Section 6.03, if the Authorit y s hall provide to the Trustee an Opinion of Counsel t hat any specified act io n required under this Section 6.03 or the Tax Certificate is no longer required or that some further or different action is required to maintain the exclusion fro m federal income tax of interest on the Bonds, the Trustee and the Authorit y ma y conclusively rely on such opinio n in co mp lying with the requirements of this Sect io n, and, notwithstanding Article IX hereof, the covenants hereunder shall be deemed to be mo dified to that extent. (e)The foregoing provisio ns o f t his Section 6.03 shall not be applicable to any Series o f Bonds or the proceeds thereof that the Authority determines upon the issuance thereof are to be taxable bonds, the interest on which is intended to be included in the gross inco me o f t he Owner thereof for federal inco me t ax purposes. SECTION 6.04 Account ing 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 o f a ll transact io ns relat ing to the receipts, disbursements, allocat io n and applicat io n o f t he Revenues, and such books shall be available for inspectio n by the Authorit y at reasonable hours and under reasonable condit io ns. The Trustee shall provide to the Authority mo nt hly statements covering the funds and accounts held pursuant to the Trust Agreement. Not more than one hundred eight y (180) days after the close of each Fiscal Year, the Trustee shall furnish or cause to be furnished to the Authorit y a co mp lete financial statement (which may be in the form of t he Trustee’s customary account statements) covering receipts, disbursements, allocatio n and applicat io n o f Revenues for such Fiscal Year. The Authorit y s hall keep or cause to be kept such informat io n as is required under the Tax Certificate. SECTION 6.05 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, applicat io n or disbursement of any o f t he Revenues or to the extent involving the failure of the Authorit y t o fulfill its obligat io ns hereunder; provided, that the Trustee or any affected Bondholder at its election may appear in and defend any such suit, action or proceeding. The Authorit y w ill indemnify and ho ld harmless the Trustee against any OHS West:260514592.6 28 and all liabilit y claimed or asserted by any person to the extent arising out of such failure by the Authority, and will indemnify and ho ld harmless the Trustee against any reasonable attorney’s fees or other reasonable expenses which it may incur in connect io n wit h any lit igat io n t o which it may beco me a party by reason o f it s act io ns hereunder, except for any loss, cost, damage or expense result ing fro m t he 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 6.06 Further Assurances. Whenever and so often as reasonably requested to do so by the Trustee or any Bondholder, the Authority will prompt ly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments, and prompt ly 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 Bondhold ers all rights, interests, powers, benefit s, privileges and advantages conferred or intended to be conferred upon them hereby. SECTION 6.07 Maintenance o f R evenues. The Authorit y w ill prompt ly co llect all rents and charges due for the occupancy or use of the Facilit ies as the same beco me 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. The Authorit y will at all t imes maint ain and vigorously enforce all of it s rights under the Sublease. SECTION 6.08 Amendments to Sublease. The Authorit y s hall not supplement, amend, modify or terminate any of t he terms of the Sublease, or consent to any such supplement, amendment, modificat io n or terminat io n, without the prior written consent of the Trustee. The Trustee shall give such written consent if such supplement, amendment, modificatio n or termination (a) will not materially adversely affect the interests of the Bondholders or result in any material impairment of t he securit y hereby given for the payment of the Bonds (provided that such supplement, amendment or modificatio n shall not be deemed to have such adverse effect or to cause such material impairment solely by reason of providing fo r the payment of Addit io nal Bonds as required by Section 3.03(e) or substit ution of real property pursuant to Section 2.03 of the Sublease), (b) is to add to the agreements, condit io ns, covenants and terms required to be observed or performed thereunder by any part y t hereto, 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 defect ive provisio n contained therein, (d) is to accommodate any substit ution in accordance with Section 2.03 of the Sublease, (e) is to modify the legal descriptio n o f t he Facilit ies to conform to the requirements of title insurance or otherwise to add or delete property descript io ns to reflect accurately the descriptio n of the parcels intended or preferred to be included therein, or subst it uted for the Facilit ies pursuant to the provision of Sect io n 2.03 of the Sublease, or (f) if the Trustee first obtains the written consent of the Bondholders of a majorit y i n principal amount of the Bonds then Outstanding to such supplement, amendment, modification or termination; provided, that no such supplement, amendment, modificat io n or termination shall reduce the amount of Base Rental Payments to be made to the Authority o r the Trustee by the County pursuant to the Sublease to an amount less than the scheduled principal and interest payment on the Outstanding Bonds, or extend the time for making such payments, or permit the creation of any lien prior to or on a parit y w it h t he lien created by this Trust Agreement on the OHS West:260514592.6 29 Base Rental Payments (except as expressly provided in the Sublease), in each case without the written consent of all of t he Bondho lders of the Bonds then Outstanding. SECTION 6.09 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 Sublease will be, on the date of delivery of the Bonds, a valid subsist ing 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 Count y w ill be the owner in fee simple of the premises described in the Site Lease, and the Sit e Lease will be lawfully made by the Count y,and the covenants contained in the Sit e Lease on the part of the Count y w ill be valid and binding. At the time o f the delivery o f t he Bonds, the Authorit y w ill have good right, full power and lawful authorit y t o lease said leaseho ld estate, in the manner and form provided in the Sublease, and the Sublease will be duly and regularly executed. Wit hout allowance for any days o f grace which may or might exist or be allowed by law or granted pursuant to any terms or conditions of the Sublease, the Authorit y w ill in all respects promptly and faithfully keep, perform and comply with all the terms, provisions, covenants, conditions and agreements of the Sublease to be kept, performed and comp lied wit h by it . The Authorit y w ill not do or permit anyt hing to be done, or omit or refrain from doing anyt hing, in any case where any such act done or permitted to be done, or any such o missio n o f or refraining fro m action, would or might be a ground for declaring a forfeiture of the Sublease, or would or might be a ground for cancellat io n or terminat io n of the Sublease by the lessee thereunder. The Authorit y w ill pro mpt ly 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 comp liance with the provisions o f t he Sublease to be performed by the Authorit y.The Authorit y,immediately upon it s receiving or giving any notice, communicat io n or other document in any way relating to or affecting the Sublease, 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 Sublease, will deliver the same, or a copy thereof, to the Trustee. 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 fo llo wing events (herein called “events of default”) shall happen, that is to say: (a)if default shall be made by the Authority in t he 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 t he due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturit y a s therein expressed or by proceedings for ma ndatory redempt io n; (c)if default shall be made by the Authorit y in t he performance o f a ny o f t he other agreements or covenants required herein to be performed by the Authority,and such OHS West:260514592.6 30 default shall have continued for a period of sixt y (60) days or such addit io nal time (wit h respect to agreements or covenants that cannot be corrected or performed within such sixt y (60) day period but the correction of which is being diligently pursued by the Authorit y)as is reasonably required to correct any such default after the Authority shall have been given notice in writ ing o f such default by the Trustee; (d)if the Authorit y s hall file a pet it io n or answer seeking arrangement or reorganizat io n under the federal bankruptcy laws or any other applicable law of t he United States of America or any state therein, or if a court of competent jurisdict io n shall approve a pet it io n filed with or without the consent of the Authority seeking arrangement or reorganizatio n under the federal bankruptcy laws or any other applicable law of t he United States of Amer ica or any state therein, or if under the provisions of any other law for the relief or aid of debtors any court of co mpetent jurisdiction shall assume custody or control of t he Authorit y o r of the whole or any substant ia l p art of it s property; or (e)if an Event of Default has occurred under Section 6.01 of the Sublease; then and in each and every such case during the continuance o f su ch event of default the Trustee, upon the written request of the Bondholders of not less than a majority in aggregate principa l amount of the Bonds then Outstanding shall, by notice in writ ing to the Authorit y,declare the principal o f a ll 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, anyt hing contained herein or in the Bonds to the contrary notwithstanding. The Trustee shall promptly notify all Bondholders by first class mail of a ny such event of default which is continuing of which a Responsible Officer has actual knowledge or written notice. This provisio n, however, is subject to the condition that if at any t ime after the principal o f t he 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 Authorit y s hall deposit wit h t he Trustee a sum sufficient to pay all matured interest on all the Bonds and all principal of t he Bonds matured prior to such declaratio n, with int erest at the rate borne by such Bonds on such overdue interest and principal, and the reasonable fees and expenses o f t he 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 declarat io n) shall have been made good or cured to the satis fact io n o f t he Trustee or provisio n deemed by the Trustee to be adequate shall have been made therefor, then and in every such case the Trustee or the Bondholders of not less than a majorit y in aggregate principal amount of Bonds then Outstanding, by written notice to the Authority and to the Trustee, may on behalf of the Bondho lders o f a ll the Bonds then Outstanding rescind and annul such declarat io n and its consequences; but no such rescissio n and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. SECTION 7.02 Applicat io n o f Fu nds Upon Accelerat io n. All moneys in the accounts and funds provided in Sect io ns 3.01, 3.02, 5.02, 5.03 and 5.04 upon the date of the declarat io n o f accelerat io n by the Trustee as provided in Sect io n 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 Trust ee and shall be applied by the Trustee in the following order – OHS West:260514592.6 31 First, to the payment of the reasonable fees, costs and expenses of the Trustee in providing for the declarat io n of such event of default and carrying out its duties under this Agreement, including reasonable compensatio n t o their accountants and counsel together with int erest 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 Art ic le, including reasonable compensat io n to their accountants and counsel; and Second, upon presentation o f t he several Bonds, and the stamping thereon of t he amount of the payment if only partially paid or upon the surrender thereof if fully paid, to the payment of the who le amount then owing and unpaid upon the Bonds for interest and principal, with (to the extent permitted by law) interest on the overdue interest and principal at the rate borne by such Bonds, and in case such money shall be insufficient to pay in full the who le amount so owing and unpaid upon the Bonds, then to the payment of such interest, principal and (to the extent permitted by law) interest on overdue interest and principal without preference or priority among such interest, principal and interest on overdue interest and principal ratably to the aggregate of such interest, principal and interest on overdue interest and principal. SECTION 7.03 Inst it ution of Legal Proceedings by Trustee. If one or more of the events o f default shall happen and be cont inuing, the Trustee may, and upon the written request of the Bondholders of a majorit y in principal amo unt of the Bonds then Outstanding, and in each case upon being indemnified to its reasonable satisfact io n t herefor, shall, proceed to protect or enforce its rights or the rights of the Bondholders of Bonds under this Trust Agreement and under Art ic le VI o f t he Sublease by a suit in equit y o r action at law, either for the specific performance of any covenant or agreement contained herein, or in aid of the execut io n 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 it s rights and dut ies hereunder. SECTION 7.04 Non-Waiver. Nothing in this Art ic le or in any other provision hereo f o r in the Bonds shall affect or impair the obligatio n o f t he Authorit y,which is abso lut e and uncondit io nal, to pay the interest on and principal of a nd redempt io n premiums, if any, on the Bonds to the respect ive Bondho lders of the Bonds at the respective dates of maturit y o r upon prior redempt io n as provided herein fro m t he Revenues as provided herein pledged for such payment, or shall affect or impair the right of such Bondholders, which is also abso lut e and uncondit io nal,to inst it ute suit to enforce such payment by virtue of the contract embodied herein and in the Bonds. A waiver of any default or breach of dut y o r contract by the Trustee or any Bondho lder 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 dut y o r contract. No delay or omissio n by the Trustee or any Bondho lder 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 a ny such default or breach of d uty or contract or an acquiescence therein, and every right or remedy conferred upon the Bondholders by the Act or by this Artic le may be enforced and exercised fro m t ime to time and as often as shall be deemed expedient by the Trustee or the Bondhold ers. OHS West:260514592.6 32 If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned, the Authority, the Trustee and any Bondho lder shall be restored to their former positions, rights and remedies as if such act io n, proceeding or suit had not been brought or taken. SECTION 7.05 Act io ns by Trustee as Attorney-in-Fact. Any act io n, proceeding or suit which any Bondholder shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of a ll Bondholders, whether or not the Trustee is a Bondholder, and the Trustee is hereby appoint ed (and the successive Bondho lder s, by taking and holding the Bonds issued hereunder, shall be conclusively deemed to have so appointed it) the true and lawful attorney-in-fact of the Bondholders for the purpose of br inging any such act io n, proceeding or suit and for the purpose of doing and performing any and all acts and things for and on behalf of t he Bondho lder s as a class or classes as may be advisable or necessary in the opinio n of the Trustee as such attorney-in-fact. SECTION 7.06 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Bondho lders is intended to be exclusive of any other remedy, and each such remedy shall be cumulat ive and shall be in addit ion to every other remedy given hereunder or now or hereafter exist ing at law or in equit y or by statute or otherwise and may be exercised without exhaust ing and wit hout regard to any other remedy conferred by the Act or any other law. SECTION 7.07 Limitat io n on Bondho lders’ Right to Sue. No Bondho lder of any Bond issued hereunder shall have the right to institute any suit, act io n 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 Sect io n 7.01; (b) the Bondholders of at least a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to inst it ute such suit, act io n or proceeding in its own name; (c) said Bondho ld ers shall have tendered to the Trustee reasonable security o r indemnit y against the costs, expenses and liabilit ies to be incurred in co mp liance wit h such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixt y (60) days after such request shall have been received by, and said tender of indemnit y shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omissio n are hereby declared, in every case, to be conditio ns precedent to the exercise by any Bondholder of Bonds of any remedy hereunder; it being understood and intended that no one or more Bondhold ers o f Bonds shall have any right in any manner whatever by his or their act io n to enforce any right under this Trust Agreement, except in the manner herein provided, and that all proceedings at law or in equit y t o enforce any provisio n of this Trust Agreement shall be inst it uted, had and maintained in the manner herein provided and for the equal benefit of a ll Bondho lder s of the Outstanding Bonds. OHS West:260514592.6 33 ARTICLE VIII THE TRUSTEE SECTION 8.01 The Trustee. Wells Fargo Bank, National Association shall serve as the init ial Trustee for the Bonds for the purpose of receiving all money which the Authority is required to deposit with the Trustee hereunder and fo r 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 redempt io n premiums, if any, on the Bonds presented for payment, with the rights and obligat io ns provided herein. The Authorit y agrees that it will at all times maintain a Trustee having a principal o ffice in California. The Authorit y,unless there exists any Event of Default as defined in Sectio n 7.01, may at any t ime remove the Trustee init ially appointed and any successor thereto and may appoint a successor or successors thereto by an instrument in writ ing; provided, that any such successor shall be a bank, banking inst it ution, or trust company, having (or whose parent hold ing company has) a combined capital (exclusive of borrowed capital) and surplus of at least fift y millio n dollars ($50,000,000) and subject to supervision or examination by federal or state authority. If such bank, banking inst it ution, or trust company publishes a report of condit io n 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 inst it ution, or trust company shall be deemed to be it s combined capital and surplus as set forth in its most recent report of condit io n so published. The Trustee may at any time resign by giving written notice of such resignation to the Authorit y,and by mailing by first class mail to the Bondholders notice o f such resignation. Upon receiving such notice of resignat io n, the Authorit y s hall prompt ly appo int a successor Trustee by an instrument in writing. Any removal or resignat io n o f a Trustee and appo int ment of a successor Trustee shall beco me effective only upon the acceptance of appointment by the successor Trustee. The successor Trustee shall send notice of it s acceptance by first class mail to the Bondholders. If, within thirty (30) days after notice of t he removal or resignat io n o f t he Trustee no successor Trustee shall have been appoint ed and shall have accepted such appoint me nt , the removed or resigning Trustee may petit io n any court of competent jurisdictio n fo r the appoint me nt of a successor Trustee, which court may t hereupon, 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 qualificat io ns required hereby. The Trustee is hereby authorized to pay or redeem the Bonds when duly presented fo r payment at maturit y o r on redempt io n prior to maturity. The Trustee shall cancel all Bonds upon payment thereof or upon the surrender thereof by the Authorit y a nd shall destroy suc h Bonds and a cert ificate of destruction shall be delivered to the Authority upon its request. The Trustee shall keep accurate records of all Bonds paid and discharged and cancelled by it. The Trustee shall, prior to an event of default, and after the curing of all events of default that may have occurred, perform such dut ies and only such dut ie s as are specifically set fo rth in this Trust Agreement and no implied duties or obligatio ns shall be read into this Trust Agreement. The Trustee shall, during the existence of a ny event of default (that has not been OHS West:260514592.6 34 cured), 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 man would exercise or use under the circumstances in the conduct of his own affairs. SECTION 8.02 Liabilit y 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 responsibilit y fo r the correctness of the same or makes any representation as to the sufficiency or validity hereof or of the Bonds, or shall incur any responsibilit y in respect thereof other than in connect io n wit h t he rights or obligat io ns assigned to or imposed upon it herein, in the Bonds or in law or equit y.The Trustee shall not be liable in connect io n with the performance of its duties hereunder except for its own negligence or willful misconduct. The Trustee shall not be bound to recognize any person as the Bondholder of a Bond unless and unt il such Bond is submitted for inspection, if required, and such Bondho lder ’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 act io n t aken or omitted to be taken by it in good faith in accordance wit h t he direct io n o f t he Bondho lders o f no t less than a majorit y (or any lesser amount that may direct the Trustee in accordance with t his Agreement) in aggregate principal amount of the Bonds at the time Outstanding, relating to the time, method and place o f conduct ing 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 shall be under no obligat io n t o 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 securit y or indemnit y against the reasonable costs, expenses and liabilities that may be incurred therein or thereby. The Trustee has no obligat io n or liabilit y t o the Bondho lder s fo r the payment of the interest on, principal of or redempt io n premium, if any, wit h respect to the Bonds from it s own funds; but rather the Trustee’s obligat io ns shall be limited to the performance of its duties hereunder. The Trustee shall not be deemed to have knowledge of any event of default (except payment default s) unless and unt il 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 o f t he terms, condit io ns, covenants or agreements herein or of any of the documents executed in connection wit h t he Bonds, or as to the existence of a default or event of default thereunder. The Trustee shall not be responsible for the validit y o r effect iveness 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 eit her direct ly or by or through attorneys-in-fact, agents or receivers, but shall OHS West:260514592.6 35 be answerable for the negligence or misconduct of any such attorney-in-fa ct, agent or receiver. The Trustee shall be ent it led to advice o f counsel and other professio nals concerning all matters of trust and its dut y hereunder, but the Trustee shall not be answerable for the professiona l malpract ice of any attorney-in-law or certified public accountant in connectio n wit h t he rendering of his pro fessio nal 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 wit h or accountable to anyone for the subsequent use or application of a ny mo neys which shall be released or withdrawn in accordance with the provisio ns hereof. Whether or not therein expressly so provided, every provision of this Trust Agreement, the Sublease or related documents relating to the conduct or affecting the liabilit y o f 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 specificat io ns or legal requirements, qualit y,durabilit y, operation, condition, merchantabilit y or fit ness for any particular purpose for the use contemplated by the Authorit y o r County of the Facilit ies or the Project. In no event shall the Trustee be liable for incidental, indirect, special or consequentia l damages in connect io n with or arising fro m t he Sublease or this Trust Agreement for the existence, furnishing or use of the Facilit ies or the Project. The Trustee shall be protected in acting upon any notice, reso lut io n, requisit io n, 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 fro m act ing, the Trustee may consult wit h counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinio n of such counsel shall be full and co mp lete authorizat io n and protection in respect of any actio n t aken or suffered by it hereunder in good fait h and in accordance therewith. Whenever in the administration of its rights and obligatio ns hereunder the Trustee shall deem it necessary or desirable that a matter be established or proved prior to taking or suffering any act io n hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad fait h on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Authorit y,which certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the fait h t hereo f,but in it s discret io n t he Trustee may in lieu thereo f a ccept other evidence of such matter or may require such addit io nal evidence as it may deem reasonable. No provision of this Trust Agreement shall require the Trustee to expend or risk it s own funds or otherwise incur any financial liabilit y in t he performance or exercise of any of it s dut ies hereunder, or in the exercise of its rights or powers. The Trustee is not responsible for the content of any o fficial statement or any other offering or disclo sure material prepared in connect io n wit h t he Bonds. OHS West:260514592.6 36 SECTION 8.03 Compensat io n and Indemnificat io n of Trustee. The Authorit y covenants to pay (but solely fro m Addit ional Payments) to the Trustee from t ime to time, and the Trustee shall be ent it led to, compensat io n upon the terms set forth in Exhibit D hereto for all services rendered by it in the exercise and performance of any of t he powers and dut ie s 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 provisio ns of this Trust Agreement (including the reasonable compensat io n and the reasonable expenses and disbursements of their counsel (including the allocated reasonable fees and disbursements of in-house counsel) and of a ll persons not regularly in t heir employ) except any such expense, disbursement or advance as may arise from their negligence or willful misconduct. The Authority, to the extent permitted by law, shall indemnify, defend and ho ld harmless the Trustee against any loss, damage, liabilit y or expense incurred wit hout negligence or willful misconduct on the part of the Trustee arising out of or in connection wit h t he acceptance or administration of the trusts created hereby, including reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) of defending itself against or invest igat ing any claim or liabilit y in connect io n wit h t he exercise or performance of any o f it s powers hereunder. The rights of the Trustee and the obligatio ns of the Authority under this Sect io n 8.03 shall survive the discharge of the Bonds and this Trust Agreement and the resignat io n or removal o f t he Trustee. ARTICLE IX AMENDMENT OF THE TRUST AGREEMENT SECTION 9.01 Amendment of the Trust Agreement. (a)This Trust Agreement and the rights and obligations of t he Authorit y and of the Bondho lders may be amended at any t ime by a Supplemental Trust Agreement which shall beco me binding when the written consent of the Bondho lders of a majorit y in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Sectio n 9.02, are filed wit h t he Trustee; provided that if such modificatio n or amendment will, by its terms, not take effect so long as any Bonds of any particular maturity o r Series remain Outstanding, the consent of the Owners of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculatio n o f Bonds Outstanding under this Sect io n. No such amendment shall (1) extend the maturity of or reduce the interest rate on or amount of int erest on or principal of o r redemptio n premium, if any, on any Bond wit hout the express written consent of the Bondholder of such Bond, or (2) permit the creat io n by t he Authority of any pledge o f o r 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) mo dify any rights or obligations of the Trustee, the Authorit y,or the Count y w it hout their prior written assent thereto, respectively. It shall not be necessary for the consent of the Bondholder s to approve the particular form of any Supplemental Trust Agreement, but it shall be sufficient if such consent shall approve the substance thereof. Prompt ly after the execut io n by the Authorit y and the Trustee of any Supplemental Trust Agreement pursuant to this subsectio n (a), the Trustee shall mail a notice on behalf of the Authorit y,setting forth in general terms the substance of such OHS West:260514592.6 37 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 o f a ny such Supplemental Trust Agreement . (b)The Trust Agreement and the rights and obligatio ns o f t he Authorit y a nd of the Bondho lders may also be amended at any time by a Supplemental Trust Agreement which shall beco me 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 limit ation) for any one or more of the fo llowing purposes – (i)to add to the agreements and covenants required herein to be performed by the Authorit y o ther 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 provisio ns fo r the purpose of curing any ambiguit y or of correcting, curing or supplement ing any defect ive provisio n contained herein or in regard to questions arising hereunder which the Authorit y may deem desirable or necessary; (iii)to provide for the issuance o f a ny Addit io nal Bonds and to provide the terms o f such Addit io nal Bonds, including provisio ns fo r full book-entry registration of such Addit io nal Bonds, subject to the condit io ns and upon compliance with the procedure set forth in Art ic le III (which shall be deemed not to adversely affect Bondholders); (iv)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; or SECTION 9.02 Disqualified Bonds. Bonds owned or held by or for the account of the Authorit y shall not be deemed Outstanding for the purpose of any consent or other action or any calculat io n of Outstanding Bonds provided in this Art ic le, and shall not be ent it led to consent to or take any other action provided in this Article. SECTION 9.03 Endorsement or Replacement of Bonds After Amendment. After the effect ive 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 Bondho lder of any Outstanding Bonds and presentation o f his Bond for such purpose at the office of the Trustee a suitable notation as to such act io n shall be made on such Bond. If the Authorit y s hall so determine, new Bonds so mo dified as, in t he opinio n of the Authorit y,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 t he Trustee without co st to each Bondho lder for its Bond or Bonds then Outstanding upon surrender of such Outstanding Bonds. OHS West:260514592.6 38 SECTION 9.04 Amendment by Mutual Consent. The provisio ns o f t his Article shall not prevent any Bondho lder from accept ing any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. ARTICLE X DEFEASANCE SECTION 10.01 Discharge of Bonds. (a)If the Authorit y shall pay or cause to be paid or there shall otherwise be paid to the Bondholders of all or any portion of the Outstanding Bonds the interest thereon and principal thereof and redemptio n premiums, if any, thereon at the t imes and in the manner stipulated herein and therein, and the Authority s hall pay in full all other amounts due hereunder and under the Sublease, then the Bondholders of such Bonds shall cease to be ent it led to the pledge o f a nd charge and lien upon the Revenues as provided herein, and all agreements, covenants and other obligat io ns of the Authorit y t o the Bondho lders of such Bonds hereunder shall thereupon cease, terminate and beco me vo id and be discharged and sat is fied. In such event, the Trustee shall execute and deliver to the Authorit y a ll such instruments as may be necessary or desirable to evidence such discharge and sat is fact ion, the Trustee shall pay over or deliver to the Authority all mo ney or securit ie s held by it pursuant hereto which are not required for the payment of the interest on and principal of and redemptio n premiums, if any, on such Bonds and fo r the payment of all other amounts due hereunder and under the Sublease. (b)Any Outstanding Bonds shall prior to the maturity date or redempt io n date thereof be deemed to have been paid wit hin the meaning of and wit h t he effect expressed in subsect io n (a) of this Sect io n if (1) in case any o f such Bonds are to be redeemed on any date prior to their maturity date, the Authority shall have given to the Trustee in form satis factory 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 w hich 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 o f a n Independent Certified Public Accountant, to pay when due the interest to become due on such Bonds on and prior to the maturity date or redempt io n date thereof, as the case may be, and the principal of and redemptio n premiums, if any, on such Bonds, and (3) in the event such Bonds are not by their terms subject to redempt io n within the next succeeding sixt y (60) days, the Authorit y s hall have given the Trustee in form sat is factory to it irrevocable instructions to mail as soon as practicable, a notice to the Bondholders o f su ch Bonds that the deposit required by clause (2) above has been made with t he Trustee and that such Bonds are deemed to have been paid in accordance wit h t his Sect io n and stating the maturit y date or redempt io n d ate upon which money is to be available for the payment of the principal of and redemption premiums, if any, on such Bonds. (c)In the event of an advance refunding (i) the Authority shall cause to be delivered, on the deposit date and upon any reinvestment of the defeasance amount, a report of an independent firm o f nat io nally recognized certified public accountants (“Accountants”) verifying the sufficiency of t he escrow established to pay the Bonds in full on the maturity date OHS West:260514592.6 39 or redempt io n date (“Verificat io n”), (ii) the escrow agreement shall provide that no (A)subst it ut io n of a Government Security shall be permitted except with another Government Security and upon delivery of a new Verificat io n and (B)reinvest me nt of a Government Security shall be permitted except as contemplated by the original Verification or upon delivery of a new Verificat io n, and (iii) there shall be delivered an Opinion o f Bond Counsel to the effect that the Bonds are no lo nger “Outstanding” under the Trust Agreement; each Verification and opinion shall be addressed to the Authorit y 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 a ny o f 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, eit her at their stated maturit y dates or by call for redempt io n prior to maturity, if such mo ney was held by the Trustee at such date,or fo r 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 abso lut e property free fro m t rust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bondholders shall not look to the Trustee for the payment of such Bonds. ARTICLE XI MISCELLANEOUS SECTION 11.01 Liabilit y o f Aut hority Limited to Revenues. Notwithstanding anyt hing contained herein, the Authority shall not be required to advance any mo ney derived fro m any source other than the Revenues as provided herein for the payment of the interest on or principal o f o r redempt io n 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 thereo f and any premiums upon the redemption of any thereof, sole ly 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 a nd redemption premiums, if any, on the Bonds as provided herein. The Bonds are not a debt of the Count y,the Stat e or any of its po lit ical subdivisio ns, and neither the County, the State nor any of it s po lit ical 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 wit hin the meaning of any const it utional or statutory limitat io n or restrict io n. SECTION 11.02 Benefit s of this Trust Agreement Limited to Parties and Third Party Beneficiaries. Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the Trustee, and the Bondholder s any right, remedy or claim under or by reason hereo f.Any agreement or covenant required herein to be performed by or on OHS West:260514592.6 40 behalf o f t he Authorit y o r any me mber, officer or emplo yee thereof shall be for the sole and exclusive benefit of the Authorit y,the Trustee and the Bondho lders. SECTION 11.03 Successor Is Deemed Included In All References To Predecessor. Whenever herein eit her the Authorit y o r any member, officer or emp lo yee 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 wit h respect to the Project that are presently vested in the Authority o r such member, officer or employee, and all agreements and covenants required hereby to be performed by or on behalf of t he Authorit y o r any member, officer or employee thereo f s hall bind and inure to the benefit of the respective successors thereof whether so expressed or not. SECTION 11.04 Execut io n o f Documents by Bondho lders. 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 execut io n by any Bondho lder or his attorney of any declarat io n, request or other instrument or of any writ ing appoint ing 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 writ ing acknowledged to him the executio n t hereof, or by an affidavit of a witness of such execut io n duly sworn to before such notary public or other officer. The ownership of any Bonds and the amount, maturity, number and date of ho ld ing the same may be proved by the registration books relat ing to the Bonds at the Principal Office of the Trustee. Any declaration, request, consent or other instrument or writ ing of the Bondho lder o f a ny Bond shall bind all future Bondho lders o f 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 Liabilit y. No member, officer or employee of the Authorit y o r the Count y s hall be individually or personally liable for the payment of the int erest on or principal of or redempt io n premiums, if any, on the Bonds by reason of their issuance, but nothing herein contained shall relieve any such member, officer or employee fro m the performance of any official duty provided by the Act or any other applicable provisions o f law or hereby. SECTION 11.06 Destruction o f Cancelled Bonds. Whenever provision is made for the return to the Authorit y o f a ny Bonds which have been cancelled pursuant to the provisions hereo f,the Authorit y ma y,by a Wr it ten Request of the Authorit y,direct the Trustee to destroy such Bonds and furnish to the Authorit y a certificate of such destruction. SECTION 11.07 Content of Certificates. Every Certificate of the Authorit y w it h respect to compliance wit h any agreement, condit io n, covenant or provisio n provided herein shall include (a) a statement that the person or persons making or giving such cert ificate have read such agreement, condit io n, covenant or provision and the definit io ns herein relating thereto; (b) a brief statement as to the nature and scope of the examinatio n or invest igat io n upon which the stat ements contained in such cert ificate are based; (c) a statement that, in the opinion o f t he OHS West:260514592.6 41 signers, they have made or caused to be made such examinatio n or investigation as is necessary to enable them to express an informed opinion as to whether or not such agreement, condit io n, covenant or provisio n has been complied wit h; and (d) a statement as to whether, in the opinion of the signers, such agreement, condition, covenant or provision has been comp lied with. Any Cert ificate of the Authorit y ma y be based, insofar as it relates to legal matters, upon an Opinio n o f Counsel unless the person making or giving such certificate knows that the Opinio n o f Counsel wit h respect to the matters upon which his certificate may be based, as aforesaid, is erroneous, or in t he exercise o f reasonable care should have known that the same was erroneous. Any Opinio n o f Counsel may be based, inso far as it relates to factual matters informat io n wit h respect to which is in the possessio n o f t he Authorit y,upon a representation by an o fficer or officers of the Authority unless the counsel executing such Opinio n o f Counse l knows that the representation wit h respect to the matters upon which his opinion may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous. SECTION 11.08 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 audit s 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 t imes be maintained in accordance with corporate trust industry standards and with due regard for the protection of the securit y o f t he Bonds and the rights of the Bondho lders. SECTION 11.09 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 wit h t he same effect as though performed on the appointed day or within the specified period. SECTION 11.10 Notices; Notices to Rating Agencies. 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 part ies may provide to the other party in writ ing fro m time to time, namely: If to the Authorit y:County of Contra Costa Public Financing Authority c/o County Ad ministrator County of Contra Costa County Ad ministration Building 651 Pine Street Martinez, California 94553 If to the Trustee:Wells Fargo Bank, National Association MAC #A0119-181 333 Market Street, 18th Floor San Francisco, California 94105 OHS West:260514592.6 42 If to the County:County of Contra Costa c/o Clerk of the Board of Supervisors County of Contra Costa County Ad ministration Building 651 Pine St reet Martinez, California 94553 The Trustee shall give written notice to Moody’s and S&P of the redemptio n or defeasance o f a ny Bonds, the amendment of the Sublease or Trust Agreement and any change in the Trustee in accordance herewit h. SECTION 11.11 Art ic le and Sect io n Headings and References. The headings or titles o f t he several art ic les and sect io ns hereo f a nd the table o f contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereo f.All references herein to “Articles,” “Sections” and other subdivisions or clauses are to the corresponding articles, sect io ns, subdivisio ns or clauses hereo f; and the words “hereby,” “herein,” “hereo f,” “hereto,” “herewit h,” “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular article, sectio n, subdivisio n or clause hereo f. SECTION 11.12 Partial Invalidity. If any one or more of the agreements or covenants or portions thereo f required hereby to be performed by or on the part of the Authorit y 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 t he remaining agreements and covenants or portio ns thereo f a nd shall in no way affect the validit y hereo f o r of the Bonds, and the Bondholders shall retain all the benefit, protection and securit y afforded to them under the Act or any other applicable provisions o f law. The Authorit y a nd the Trustee hereby declare that they would have executed and delivered this Trust Agreement and each and every other article, sect io n, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the Bonds pursuant hereto irrespect ive o f t he 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 11.13 Governing Law.This Trust Agreement shall be governed exclusively by the provisions hereo f a nd by the laws o f t he State as the same from t ime to time exist. SECTION 11.14 Execut io n 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 t hem as the Authorit y a nd the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. OHS West:260514592.6 43 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 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 o f t he o fficers thereunder duly authorized, all as of the day and year first above written. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: Chair At test:David J. Twa, Execut ive Director and Secretary By: Director of Finance County of Contra Costa WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer Acknowledged: COUNTY OF CONTRA COSTA By: Chair of the Board of Supervisors County of Contra Costa, State of California OHS West:260514592.6 A-1 EXHIBIT A [FORM OF 2009 SERIES A BOND] No. _____$__________ COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (Capital Projects Program), 2009 Series A NEITHER THE FULL FAITH AND CREDIT OF THE AUTHORITY NOR THE COUNTY OF CONTRA COSTA IS PLEDGED FOR THE PAYMENT OF THE INTEREST ON OR PRINCIPAL OF THE BONDS AND NO TAX OR OTHER SOURCE OF FUNDS OTHER THAN THE REVENUES HEREINAFTER REFERRED TO IS PLEDGED TO PAY THE INTEREST ON OR PRINCIPAL OF THE BONDS. NEITHER THE PAYMENT OF THE PRINCIPAL OF NOR INTEREST ON THE BONDS CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF THE COUNTY OF CONTRA COSTA OR THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, THE PARTIES TO THE AGREEMENT CREATING THE AUTHORITY. Interest Rate Maturity Date Dated Date ____ %June 1, ___________, 2009 REGISTERED OWNER: PRINCIPAL SUM:_______________________________________ DOLLARS The COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a jo int exercise of powers authority, duly organized and validly exist ing 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 int erest on such principal sum fro m t he interest payment date next preceding the date of authenticatio n of this OHS West:260514592.6 A-2 Bond (unless this Bond is registered as of a n int erest payment date or during the period from the fifteenth calendar day of t he mo nt h 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 authent icated prior to ______, 20__, 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 ______, 20__, and semiannually thereafter on each June 1 and December 1. Interest due on or before the maturit y or prior redempt io n o f t his Bond shall be payable only by check mailed by first-class mail to the registered owner hereof; provided that upon the written request of a Bondholder of $1,000,000 or more in aggregate principal amount of Bonds o f t he Series o f w hich 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. The principal hereof is payable in lawful money o f t he United States of America upon presentation of this Bond at the principal office of t he Trustee. This Bond is one o f a duly authorized issue o f bo nds of the Authorit y d esignated as its “County o f Contra Costa Public Financing Authority Lease Revenue Bonds” (the “Bonds”) unlimited as to principal amount and is one of a duly authorized series of such Bonds known as “(Capital Projects Program), 2009 Series A” (the “Bonds”) issued in an aggregate principal amount of $______________, all o f like tenor and date (except for such variat io ns, if any, as may be required to designate varying numbers, maturities and interest rates), and is issued under and pursuant to the provisio ns of the Jo int 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 o r supplemental thereto (the “Act”) and under and pursuant to the provisions of a trust agreement, dated as of May 1, 2009 (as amended fro m t ime to time, the “Trust Agreement”), between the Authority and Wells Fargo Bank, Nat io nal Associat io n, 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 o ffice of the Trustee in San Francisco, California). The Bonds are issued to provide funds to finance and refinance the acquisitio n, construction, improvement, equipping, remodeling and refinancing of certain public buildings and related facilit ies, located in the Count y o f Contra Costa (as more fully defined in the Trust Agreement, the “Project”). The Bonds are limited obligatio ns o f t he Authorit y a nd are payable, as to interest thereon and principal thereof, sole ly fro m 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 Count y of Contra Costa (the “Count y”), and all interest or other investment inco me t hereon, pursuant to the Sublease (Capital Projects Program), dated as of Ma y 1, 2009 (as amended fro m t ime to time, the “ Sublease”), by and between the Authority and the County,and the Authorit y is not obligated to pay the interest or premium, if any, on and principal o f t he Bonds except fro m t he Revenues. All Bonds are equally and ratably secured in accordance wit h t he terms and condit io ns of the Trust Agreement by a pledge and assignment of and charge and lien upon the Revenues, and the Revenues constit ut e a trust fund for the securit y and payment of the interest or premium, if any, on and principal of t he Bonds as provided in the Trust Agreement. The full fait h and credit of the Authority, the Contra Costa County Redevelopment Agency (the “Agency”) and the County are not pledged for the payment of the int erest or premium, if any, on or principal of the Bonds. No tax shall ever be levied to pay the int erest on or principal of the Bonds. The Bonds are not secured by a legal or equitable pledge of OHS West:260514592.6 A-3 or charge or lien upon any property of the Authorit y o r any of it s inco me o r receipts except the Revenues, and neit her the payment of the interest on nor principal (or premium, if any) of the Bonds is a debt, liabilit y or general obligat io n of the Authorit y,the Count y o r any member of the Authority fo r which such entit y is o bligated to levy or pledge any form of t axation. Addit io nal bonds payable fro m t he Revenues may be issued which will rank equally as to security with the Bonds, but only subject to the condit io ns and upon co mp liance wit h t he procedures set forth in the Trust Agreement. Reference is hereby made to the Act and to the Trust Agreement and any and all amendments thereof a nd supplements thereto for a descript io n o f t he terms on which the Bonds are issued, the provisio ns wit h regard to the nature and extent of the Revenues, the rights of the registered owners of the Bonds, security fo r payment of the Bonds, remedies upon default and limitat io ns 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 const it ute a contract between the Authorit y a nd the registered owner of this Bond, to all the provisio ns o f w hich the registered owner of this Bond, by acceptance hereof, agrees and consents. The Bonds are subject to redempt io n by the Authority on any date prior to their respective stated maturities,upon notice as hereinafter provided, as a whole o r in part by lot within each stated maturity in integral mult iples of Authorized Denominat io ns so that the aggregate annual principal amount of and interest on the Bonds which shall be payable after such redempt io n date shall be as nearly proportional as practicable to the aggregate annual principal amount of and interest on the Bonds Outstanding prior to such redemptio n date, from prepayments of Base Rental Payments made by the Count y fr om the proceeds received by the County due to a taking of the Facilit ies or portions thereof under the power of eminent domain and fro m t he net proceeds of t it le insurance or insurance received for material damage or destruction to the Facilit ie s or portions thereo f received by t he Authorit y fro m t he Count y,all as provided in and under the circumstances and terms prescribed in the Sublease and the Trust Agreement, at the principal amount thereof plus interest accrued thereon to the date fixed for redempt io n, without premium. The Bonds maturing on June 1, 20__, 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, 20__, by lo t, from and in the amount of the mandatory sinking account payments set forth in the Trust Agreement at a redemptio n price equal to the sum of the principal amount thereof plus accrued interest thereon to the redemptio n date, without premium. The Bonds maturing on or prior to June 1, 2016, are not subject to optional redempt io n. The Bonds maturing on or after June 1, 2017, are subject to redempt io n prior to their respect ive stated maturit ies at the written direct io n of the Authorit y,fro m a ny mo neys deposited by the Authorit y o r the Count y,as a whole or in part (in such maturitie s as are designated in writ ing by the Authorit y t o the Trustee) on any date on or after December 1, 2016, at the principal amount of Bonds called for redemption, together with accrued interest to the date fixed fo r redempt io n, without premium. OHS West:260514592.6 A-4 Notice of redempt io n o f t his Bond shall be given by first-class mail not less than thirty (30) days nor more than sixt y (60) days befo re the redempt io n date to the registered owner of any Bond selected for redempt io n, subject to and in accordance with provisio ns o f t he Trust Agreement with respect thereto. If notice of redempt io n has been duly given as aforesaid and mo ney for the payment of the above-described redempt io n price is held by the Trustee, then this Bond shall, on t he redempt io n date designated in such notice, beco me due and payable at the above-described redemption price; and from and after the date so designated, interest on this Bond shall cease to accrue and the registered owner of this Bond shall have no rights with respect hereto except to receive payment of the redemptio n price hereof. If an Event of Default (as defined in the Trust Agreement) shall occur, the principal o f a ll 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 declarat io n and its consequences may be rescinded by the ho ld ers of not less than a majorit y in aggregate principal amount of the Bonds then outstanding or by the Trustee. This Bond is transferable only to a “Qualified Institutional Buyer” as defined in Rule 144A o f t he Securit ies Act of 1933 and upon receipt by the Trustee of an Investor Letter in the form as provided in the Trust Agreement, and on a register to be kept for that purpose at the above-ment io ned corporate trust office of the Trustee by the registered owner hereof in person or by the duly authorized attorney of such owner upon payment of the charges provided in the Trust Agreement and upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or the duly authorized attorney of such owner, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount in authorized denominat io ns will be issued to the transferee in exchange therefor. The Authority and the Trustee may deem and treat the registered owner hereof as the abso lut e owner hereof for the purpose of receiving payment of the interest hereon and principal hereo f 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 t his Bond shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability on this Bond to the extent of the sum or sums so paid. This Bond shall not be ent it led to any benefit, protection or security u nder the Trust Agreement or become valid or obligatory fo r any purpose unt il the certificate of authent icat io n hereon endorsed shall have been executed and dated by the Trustee. OHS West:260514592.6 A-5 It is hereby certified and recited that all acts, condit io ns 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 t ime, form and manner as required by the Act, and by the Const it ution 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 t he Const it ut io n or laws o f t he State of California and is not in excess of t he amount of Bonds permitted to be issued under the Trust Agreement. IN WITNESS WHEREOF, the Count y o f Contra Costa Public Financing Authority has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of the Chair of the Authority and countersigned by the manual or facsimile signature of the Secretary of said Authority, and has caused this Bond to be dated as of the Dated Date specified above. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By Chair Countersigned: ________________________________________ Secretary OHS West:260514592.6 A-6 [FORM OF CERTIFICATE OF AUTHENTICATION TO APPEAR ON 2009 SERIES A BONDS] This is one of the Bonds described in the wit hin-mentioned Trust Agreement which has been registered and authent icated on _____________, 2009. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By Authorized Signatory OHS West:260514592.6 A-7 [FORM OF ASSIGNMENT TO APPEAR ON 2009 SERIES A BONDS] For value received the undersigned hereby sells, assigns and transfers unto __________________________________ (Taxpayer Ident ificat ion Number:_______________) the within Bond and all rights thereunder, and hereby irrevocably constit utes and appoints ____________________________________ attorney to transfer the wit hin 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 part icu lar, 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 inst it ution. OHS West:260514592.6 B-1 EXHIBIT B FORM OF REQUISITION –PROJECT FUND Date: _______________ No.__ Wells Fargo Bank, National Association MAC #A0119-181 333 Market Street, 18th Floor San Francisco, CA 94105 Re:County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Pro jects Program), 2009 Series A (Written Request of the County –2009 Series A Project Fund) Ladies and Gentlemen: This letter is our authorization to you to disburse fro m the 2009 Series A Project Fund provided for in Sect io n 3.02 of the Trust Agreement dated as of May 1, 2009 (the “Trust Agreement”) between the County of Contra Costa Public Financing Authorit y (the “Authorit y”) and Wells Fargo Bank, National Association, as trustee, the amounts indicated on Schedule A attached hereto to the therein-named individuals, firms and corporations for expenses incident to the issuance of the above-referenced Bonds pursuant to the Trust Agreement. The obligat io ns in the stated amounts have been incurred by the County and each it em thereof is a proper charge against the 2009 Series A Project Fund. If checked here you are hereby authorized to close the 2009 Series A Project Fund and transfer any remaining balance (after payment of any amounts indicated in Schedule A) to the Revenue Fund. Very truly yo urs, COUNTY OF CONTRA COSTA By Chair of the Board of Supervisors County of Contra Costa, State of California OHS West:260514592.6 B-2 SCHEDULE A Item No . Payee Amount Purpose OHS West:260514592.6 C-1 EXHIBIT C FORM OF REQUISITION –COSTS OF ISSUANCE Date: _______________ No.__ Wells Fargo Bank, National Association MAC #A0119-181 333 Market Street, 18th Floor San Francisco, CA 94105 Re:County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects Program), 2009 Series A (Written Request of the Authorit y –2009 Series A Costs of Issuance Fund) Ladies and Gentlemen: This letter is our authorization to you to disburse from the 2009 Series A Costs of Issuance Fund provided for in Section 3.01 of the Trust Agreement dated as of May 1, 2009 (the “Trust Agreement”) between the County of Contra Costa Public Financing Authorit y (the “Authority”) and Wells Fargo Bank, National Associat io n, as trustee, the amounts indicated on Schedule A attached hereto to the therein-named individuals, firms and corporations for expenses incident to the issuance of the above-referenced Bonds pursuant to the Trust Agreement. The obligat io ns in the stated amounts have been incurred by the Authorit y and each item thereof is a proper charge against the 2009 Series A Costs of Issuance Fund. If checked here you are hereby authorized to close the 2009 Series A Costs of Issuance Fund and transfer any remaining balance (after payment of any amounts indicated in Schedule A) to the Project Fund. Very truly yo urs, COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By Assistant Execut ive Director and Assistant Secretary OHS West:260514592.6 C-2 SCHEDULE A Item No . Payee Amount Purpose OHS West:260514592.6 D-1 EXHIBIT D Schedule of Trustee Fees OHS West:260514592.6 E-1 EXHIBIT E FORM OF INVESTOR LETTER [May___, 2009] County of Contra Costa Public Financing Authority Martinez, California County of Contra Costa Martinez, California Wells Fargo Bank, National Association San Francisco, California Re:County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects Program), 2009 Series A Ladies and Gentlemen: The undersigned is the purchaser of t hat certain County of Contra Costa Public Financing Authorit y Le ase Revenue Bonds (Capital Projects Program), 2009 Series A (the “Bonds”), issued in the principal amount of $_________, pursuant to that certain Trust Agreement, dated as of May 1, 2009 (the “Trust Agreement”), between the County of Contra Costa Public Financing Authority (the “Authority”) and Wells Fargo Bank, Natio na l Associat io n, as trustee (the “Trustee”). All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement. The undersigned, as the Purchaser of the Bonds, does hereby certify, represent and warrant for the benefit of the Authority and the County that: (a)The Purchaser is a “Qualified Inst it ut io nal Buyer.” (b)The Purchaser has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of tax-exempt obligat io ns, and is capable of evaluat ing the merits and risks o f it s investment in the Bonds. The Purchaser is able to bear the economic risk of an investment in the Bonds. (c)The Purchaser is acquiring the Bonds sole ly for its own account for invest me nt purposes, and does not presently intend to make a public distributio n of, or to assign or transfer, all or any part of the Bonds, but reserves the right to assign or transfer the Bonds to another Qualified Inst it ut io nal Buyer in accordance wit h t he terms and provisio ns o f t he Trust Agreement. (d)The Purchaser acknowledges that the Bonds have not been registered under the under the Securit ie s Act of 1933, as amended, or under any state securities laws and that such registration is not legally required. The Purchaser agrees that it will co mp ly wit h any applicable OHS West:260514592.6 E-2 state and federal securit ie s laws then in effect with respect to any subsequent disposit io n o f t he Bonds, and further acknowledges that any current exempt io n fro m registration o f t he Bonds does not affect or diminish this requirement. (e)The Purchaser has either been supplied with or had access to informatio n concerning the Authority, the County and the Facilities to which it attaches significance in making its investment decision wit h regard to the Bonds. The Purchaser understands and acknowledges that, among other risks, the Bonds are payable solely from Revenues, as defined in the Trust Agreement. The Purchaser has been provided an opportunity t o ask questions o f, and the Purchaser has received answers from,represent atives o f t he Authority and the Count y regarding both the Authorit y,the Count y a nd the terms and condit io ns o f t he Bonds and the securit y t herefor. The Purchaser has obtained all informatio n requested by it in connect io n wit h the issuance of the Bonds as the Purchaser regards necessary to evaluate all merits and risks of it s invest me nt in the Bonds. The Purchaser has reviewed the documents executed in conjunct io n with the issuance o f t he Bonds, including, wit hout limit ation, the Trust Agreement, the Site Lease and the Sublease (hereinafter referred to as the “Bond Documents”). (f)The Purchaser has authorit y t o purchase the Bonds and to execute this investor’s letter and any other instruments and documents required to be executed by the Purchaser in connection with the purchase o f t he Bonds, including, without limitat io n, the Bond Documents. The undersigned is a duly appoint ed, qualified, and acting officer of t he Purchaser, is authorized to cause the Purchaser to make the certificatio ns, representations and warrant ies contained in the Bond Documents and herein by execut io n o f t his investor’s letter on behalf of t he Purchaser and is authorized to execute and deliver the Bond Documents and any other instruments and documents required to be executed by the Purchaser in connection wit h t he purchase of the Bonds. (g)In entering into this transact io n, the Purchaser has not relied upon any representations or opinions o f t he Authorit y,it s counsel or its bond counsel, Orrick, Herrington & Sutcliffe LLP (hereinaft er referred to as “Bond Counsel”), the County or their counsel relating to the legal consequences (except as wit h respect to those matters addressed in the final opinio n of Bond Counsel upon which the Purchaser is permitted to rely pursuant to a reliance letter delivered to the Purchaser by Bond Counsel and those matters addressed in the opinion of counsel to the County and the opinio n o f counsel to the Authority, which opinions are addressed to the Purchaser, and those representations, warrant ies and covenants made by the Count y in the Purchase Contract) or other aspects of its investment in the Bonds, nor has it looked to, nor expected, the Authority to undertake or require any credit invest igat io n or due diligence reviews relat ing to the County, their financial condit io n or business operations, the Facilit ie s (including the financing or management thereof), or any other matter pertaining to the merits or risks of the transactions contemplated by the Bond Documents, or the adequacy of the assets pledged to secure repayment of the Bonds. (h)The Purchaser understands that the Bonds are not secured by any pledge of any mo neys received or to be received from t axat io n by the Authorit y (which has no taxing power), the State of California or any polit ic al subdiv is io n or taxing district thereof; that the Bonds will never represent or constitute a general obligatio n or a pledge o f t he fait h and credit o f t he Authority, the State of California or any polit ic al subdivisio n t hereof; that no right will exist to OHS West:260514592.6 E-3 have taxes levied by the State of California or any polit ical subdivision thereof for the payment of principal and interest on the Bonds; and that the liability o f t he Authorit y w it h respect to the Bonds is subject to further limitat io ns as set forth in the Bonds and the Trust Agreement. (i)The Purchaser has been informed that the Bonds (i) has not been and will not be registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of a ny jurisdict io n, (ii) will not be listed on any stock or other securit ie s exchange, and (iii) will not carry any rating fro m a ny rat ing service. (j)The Purchaser acknowledges that it has the right to assign and transfer the Bonds, subject to compliance wit h t he transfer restrict io ns set forth in the Trust Agreeme nt , including, without limitation, the requirement for the delivery to the Authorit y and the Count y o f a n investor’s letter in substant ia lly the same form as this Investor’s Letter, including this paragraph. Failure to deliver such investor’s letter shall cause the purported transfer to be null and void. The Purchaser agrees to indemnify and hold har mless the Authorit y w it h respect to any claim asserted against the Authority t hat arises wit h respect to any assignment, transfer or other disposition of the Bonds by the Purchaser or any transferee thereof in vio lat io n of the provisions of the Trust Agreement. (k)Neither the Authority, its members, its governing body, or any of it s employees, counsel or agents nor Bond Counsel will have any responsibility t o the Purchaser for the accuracy or completeness of informat io n obtained by the Purchaser fro m a ny source regarding the County or their financial condit io n or regarding the Bonds, the provision for payment thereof, or the sufficiency of any securit y t herefor. No written informat io n has been provided by the Authority to the Purchaser wit h respect to the Bonds. The Purchaser acknowledges that, as between the Purchaser and all of such parties, the Purchaser has assumed responsibility fo r obtaining such informat io n and making such review as the Purchaser deemed necessary or desirable in connect io n with its decisio n to purchase the Bonds. [PURCHASER] By: Name: Title: TABLE OF CONTENTS Page OHS West:260514592.6 i ARTICLE I DEFINITIONS; EQUAL SECURITY ..........................................................2 SECTION 1.01 Definit io ns ..................................................................................2 SECTION 1.02 Equal Security...........................................................................11 SECTION 1.03 Interpretation .............................................................................12 ARTICLE II THE BONDS..............................................................................................12 SECTION 2.01 Authorizat io n of Bonds; 2009 Series A Bonds ...........................12 SECTION 2.02 Terms of the 2009 Series A Bonds.............................................13 SECTION 2.03 Form of 2009 Series A Bonds....................................................14 SECTION 2.04 Execut io n of Bonds ...................................................................15 SECTION 2.05 Transfer and Payment of Bonds .................................................15 SECTION 2.06 Exchange of Bonds....................................................................16 SECTION 2.07 Bond Registration Books ...........................................................16 SECTION 2.08 Mutilated, Destroyed, Stolen or Lost Bonds; Temporary Bonds ........................................................................................16 ARTICLE III ISSUANCE OF 2009 SERIES A BONDS ..................................................17 SECTION 3.01 Procedure for the Issuance of 2009 Series A Bonds ...................17 SECTION 3.02 Project Fund ..............................................................................17 SECTION 3.03 Conditions for the Issuance o f Addit io nal Bonds .......................18 SECTION 3.04 Proceedings for Authorization of Addit io nal Bonds ...................18 SECTION 3.05 Limitat io ns on the Issuance of Obligat io ns Payable fro m Revenues ...................................................................................20 ARTICLE IV REDEMPTION OF BONDS ......................................................................20 SECTION 4.01 Extraordinary Redemption.........................................................20 SECTION 4.02 Optional Redempt io n ................................................................20 SECTION 4.03 Mandatory Sinking Fund Redempt io n .......................................20 SECTION 4.04 Select io n of Bonds for Redempt io n ...........................................21 SECTION 4.05 Notice of Redempt io n; Cancellat io n; Effect of Redempt io n .......21 ARTICLE V REVENUES ...............................................................................................22 SECTION 5.01 Pledge of Revenues ...................................................................22 SECTION 5.02 Receipt and Deposit of Revenues in the Revenue Fund..............22 SECTION 5.03 Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund ......................................................23 TABLE OF CONTENTS (continued) Page OHS West:260514592.6 ii SECTION 5.04 Applicat io n of Insurance Proceeds.............................................25 SECTION 5.05 Deposit and Invest me nt s of Money in Accounts and Funds .......25 ARTICLE VI COVENANTS OF THE AUTHORITY ......................................................26 SECTION 6.01 Punctual Payment and Performance ...........................................26 SECTION 6.02 Against Encumbrances ..............................................................26 SECTION 6.03 Tax Covenants; Rebate Fund .....................................................26 SECTION 6.04 Account ing Records and Reports...............................................27 SECTION 6.05 Prosecution and Defense of Suits...............................................27 SECTION 6.06 Further Assurances ....................................................................28 SECTION 6.07 Maintenance of Revenues ..........................................................28 SECTION 6.08 Amendments to Sublease...........................................................28 SECTION 6.09 Leasehold Estate........................................................................29 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS ...........29 SECTION 7.01 Events of Default and Accelerat io n of Maturit ies.......................29 SECTION 7.02 Applicat io n of Funds Upon Acceleration ...................................30 SECTION 7.03 Inst it ution of Legal Proceedings by Trustee ...............................31 SECTION 7.04 Non-Waiver ..............................................................................31 SECTION 7.05 Act io ns by Trustee as Attorney-in-Fact .....................................32 SECTION 7.06 Remedies Not Exclusive ............................................................32 SECTION 7.07 Limitat io n on Bondho lder s’ Right to Sue...................................32 ARTICLE VIII THE TRUSTEE..........................................................................................33 SECTION 8.01 The Trustee ...............................................................................33 SECTION 8.02 Liabilit y of Trustee ....................................................................34 SECTION 8.03 Compensat io n and Indemnification of Trustee ...........................36 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 Amendment by Mutual Consent ................................................38 ARTICLE X DEFEASANCE ..........................................................................................38 SECTION 10.01 Discharge of Bonds ...................................................................38 TABLE OF CONTENTS (continued) Page OHS West:260514592.6 iii SECTION 10.02 Unclaimed Money .....................................................................39 ARTICLE XI MISCELLANEOUS ...................................................................................39 SECTION 11.01 Liabilit y of Authority Limited to Revenues ...............................39 SECTION 11.02 Benefit s 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 Execut io n of Documents by Bondho lder s ..................................40 SECTION 11.05 Waiver of Personal Liabilit y ......................................................40 SECTION 11.06 Destruction of Cancelled Bonds ................................................40 SECTION 11.07 Content of Certificates...............................................................40 SECTION 11.08 Accounts and Funds ..................................................................41 SECTION 11.09 Business Day.............................................................................41 SECTION 11.10 Notices; Notices to Rating Agencies ..........................................41 SECTION 11.11 Art ic le and Sect io n Headings and References ............................42 SECTION 11.12 Partial Invalidity........................................................................42 SECTION 11.13 Governing Law .........................................................................42 SECTION 11.14 Execut io n in Several Counterparts .............................................42 Execut io n ................................................................................................................................43 Exhibit A Form of Bond .................................................................................................A-1 Exhibit B Form of Project Fund Requisit io n ...................................................................B-1 Exhibit C Form of Costs of Issuance Requisit io n ............................................................C-1 Exhibit D Schedule of Trustee Fees ................................................................................D-1 Exhibit E Form of Investor Letter...................................................................................E-1 OHS West:260514592.6 OHS West:260514445.7 Recording requested by and return to: COUNTY OF CONTRA COSTA c/o Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, California 94105-2669 At tention: Mary A. Collins, Esq. SITE LEASE (Capital Projects Program) 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 Pro jects Program), 2009 Series A Dated as of May 1, 2009 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 OHS West:260514445.7 SITE LEASE This Site Lease, dated as of May 1, 2009 (this “S ite Lease”), by and between the COUNTY OF CONTRA COSTA, a po lit ical subdivisio n organized and exist ing under and by virtue of the laws o f t he State of California (the “Count y”), as lessor, and the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a public ent it y a nd agency, duly organized and exist ing pursuant to an Agreement ent it led “Joint Exercise o f Powers Agreement” by and between the Count y o f Contra Costa and the Contra Costa County Redevelopment Agency (the “Authorit y”), 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 additional capital improvements for the County; WHEREAS, the Authorit y ha s agreed to issue $___________________ principal amount of it s Lease Revenue Bonds (Capital Projects Program), 2009 Series A (the “2009 Series A Bonds”), pursuant to a Trust Agreement, dated as of May 1, 2009 (as amended from time to time, the “Trust Agreement”) by and between the Authority a nd Wells Fargo Bank, Nat io na l Associat io n, as trustee (together with any successor thereto, the “Trustee”), for the purpose of financing addit io nal capital improvements for the County; WHEREAS, the Count y,pursuant hereto, will lease certain Facilities (as hereinafter defined) of t he Count y t o the Authority and the Authority will use the proceeds of the 2009 Series A Bonds and certain other funds to pay to the County the rental due hereunder for the Facilit ies, and the Count y will use the proceeds of the 2009 Series A Bonds to make deposits to the Project Fund; WHEREAS, the Authorit y w ill lease back the Facilit ies to the County pursuant to the Sublease, dated as of May 1, 2009 (the “Sublease”), between the Authority,as lessor, and the County, as lessee; and WHEREAS, under the Sublease, the Count y w ill be obligated to make base rental payments to the Authorit y fo r the lease o f t he Facilit ies and the Authorit y w ill 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 Sublease); OHS West:260514445.7 2 NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED as fo llo ws: SECTION 1.Lease of Facilit ies The Count y hereby leases to the Authorit y a nd the Authorit y hereby hires fro m the County, on the terms and condit io ns hereinafter set forth, the real property situated in the County of Contra Costa, State of California, together with the improvements thereon, as described in Exhibit A attached hereto and made a part hereof, and any additio nal real property added thereto by any supplement or amendment hereto, or any real property subst it ut ed for all or any portion of such property in accordance wit h t his Site Lease and the Trust Agreement (the “Facilit ies”); subject, however, to any conditions, reservations, and easements of record or known to the County. SECTION 2.Term The term o f t his Site Lease as to the Facilit ies shall co mmence on the date of recordation of this Site Lease in the office of t he County Recorder of Count y o f Contra Costa, State of California, or on December 1,2009 whichever is earlier, and shall end on the respect ive dates ident ified 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 attributable to the related Facilit y and all other amounts then due under the Sublease with respect to such Facilit y shall not be fully paid, or if the rental or other amounts payable under the Sublease wit h respect to such Facilit y s hall 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 unt il ten (10) days after the Base Rental Payments attributable to such Facility and all other amounts then due under the Sublease wit h respect to such Facilit y shall be fully paid, except that the term of this Site Lease as to the respect ive Facilit y shall in no event be extended beyo nd ten (10) years after the date identified wit h respect thereto. If prior to such date the Base Rental Payments attributable to the related Facilit y and all other amounts then due under the Sublease with respect to such Facilit y s hall be fully paid, the term o f t his Site Lease with respect to such Facilit y s hall end ten (10) days thereafter or upon written notice by the Count y t o the Authorit y,whichever is earlier. SECTION 3.Rental The Authorit y s hall pay to the County fro m t he proceeds of the 2009 Series A Bonds as and for rental hereunder an amount, not less than $__________, equal to the sum of the proceeds of the 2009 Series A Bonds to be deposited in the Project Fund. SECTION 4.Purpose The Authorit y s hall use the Facilit ies so le ly for the purpose of leasing the Facilit ies to the County pursuant to the Sublease and for such purposes as may be incidental thereto; provided, that in the event of default by the County u nder the Sublease, the Authorit y may exercise the remedies provided in the Sublease. OHS West:260514445.7 3 SECTION 5.Environmental Law and Regulat io ns (a)Definit io ns used in this Sect io n 5 and in Sect io n 6. “Asbestos Containing Materials” shall mean material in friable form containing mo re than one percent (1%) of the asbestiform varieties o f (a)chrysotile (serpent ine); (b)crocidolite (ricbeckite); (c)amosite (cummington-it egrinerite); (d)anthophyllite; (e)tremolite; and (f)ant ino lit e. “Asbestos Operations and Maintenance Plan” shall mean that written plan for the Facilit ies relat ing to monitoring and maintaining all Asbestos Containing Materials used or lo cated on the Facilit ies. “E nvironmental Regulat io ns” shall mean all Laws and Regulations, now or hereafter in effect, with respect to Hazardous Materials, including, wit hout limitat io n, the Comprehensive Environmental Response, Compensat io n, and Liabilit y 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 pro mu lgated thereunder, “RCRA”), the Emergency Planning and Co mmunit y R ight-to-Kno w Act, as amended (42 U.S.C. Section 11001, et seq.) (together with the regulations promulgated thereunder, “Tit le III”), the Clean Water Act, as amended (33 U.S.C. Section 1321, et seq.) (together with the regulations promulgated thereunder, “CWA”), the Clean Air Act, as amended (42 U.S.C. Section 7401, et seq.) (toget her with the regulat io ns promulgated thereunder, “CAA”) and the Toxic Substances Control Act, as amended (15 U.S.C. Section 2601, et seq.) (together with the regulations promulgated thereunder, “TSCA”), and any state or local similar laws and regulat io ns 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, pollut ants, hazardous materials, hazardous wastes, hazardous, toxic, or regulated substances or related materials, as defined in CERCLA, RCRA, CWA, CAA, TSCA and Title III, and the regulat io ns pro mu lgated pursuant thereto, and in all other Environmental Regulations applicable to the County, any of the Facilit ies or the business operations conducted by t he County therein. “Laws and Regulat io ns” shall mean any applicable law,regulat io n, code, order, rule, judgment or consent agreement, including, without limitation, those relating to zoning, building, use and occupancy, fire safety, health, sanitation, air po llut io n, eco lo gical matters, environmental protection, hazardous or toxic materials, substances or wastes, conservat io n, parking, architectural barriers to the handicapped, or restrictive covenants or other agreements affect ing tit le to the Facilit ies. (b)No portion of the Facilit ies is located in an area o f 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. OHS West:260514445.7 4 (c)The Count y ha s not received any notice fro m any insurance co mpany which has issued a po licy wit h respect to the Facilit ies or fro m t he applicable state or local government agency responsible for insurance standards (or any other body exercising similar funct io ns) requiring the performance of any repairs, alterations or other work, which repairs, alterations or other work have not been completed at the Facilit ies. The Count y ha s not received any notice o f default or breach which has not been cured under any covenant, conditio n, restrict io n, right-of-way, reciprocal easement agreement or other easement affecting the Facilit ies which is to be performed or complied with by it. SECTION 6.Environmental Co mp liance (a)Neither the Count y no r the Authority shall use or permit the Facilit ies or any part thereof to be used to generate, manufacture, refine, treat, store, handle, transport or dispose o f,transfer, produce or process Hazardous Materials, except, and only to the extent, if necessary to maintain the Facilit ies and then, only in co mp liance with all Environmental Regulations, and any state equivalent laws and regulat io ns, nor shall it permit, as a result of any int ent io nal or unintent io nal 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,empt ying, discharging or releasing (hereinafter collectively referred to as “Release”) or threat of Release of Hazardous Materials on, fro m or beneath the Facilit ies 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 Regulat io ns. Upon the occurrence o f a ny Release or threat of Release of Hazardous Materials, the Count y s hall prompt ly co mmence and perform, or cause to be commenced and performed prompt ly, without cost to the Trustee or the Authority,all investigat io ns, studies, sampling and testing, and all remedial, removal and other actions necessary to clean up and remove all Hazardous Materials so Released, on, from o r beneath the Facilit ies, in co mp liance wit h all Environmental Regulations. Notwithstanding anything to the contrary contained herein, underground storage tanks shall only be permitted subject to compliance wit h subsection (d) and only to the extent necessary to maintain the Facilities. (b)The Count y a nd the Authorit y s hall co mp ly with, and shall cause it s tenants, subtenants, licensees, guests, invitees, contractors, employees and agents to comply with, all Environmental Regulatio ns, and shall keep the Facilit ies free and clear of any liens imposed pursuant thereto (provided, however, that any such liens, if not discharged, may be bonded). The Count y a nd 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 o f t he foregoing to comply wit h all Environmental Regulat io ns wit h respect to the Facilit ies; provided, however, that notwithstanding that a portion of this covenant is limited to the County and the Authorit y’s use of it s best efforts, the Authorit y a nd the Count y shall remain so le ly responsible for ensuring such co mp liance and such limitat io n shall not diminish or affect in any way the Count y a nd the Authorit y’s obligat io ns contained in subsect io n (c) hereo f a s provided in subsect io n (c) hereof. Upon receipt of any notice fro m a ny Person with regard to the Release of Hazardous Materials on, from or beneath the Facilities, the County and the Authorit y s hall give pro mpt written notice thereof to the Trustee (and, in any OHS West:260514445.7 5 event, prior to the expirat io n of any period in which to respond to such notice under any Environmental Regulat io n). (c)Irrespective of whether any representation or warranty contained in Section 5 is not true or correct, the Count y a nd the Authorit y s hall, to the extent permitted by law, defend, indemnify and ho ld har mless the Bondholders and the Trustee, its partners, depositors and each o f it s and their employees, agents, officers, directors, trustees, successors and assigns, fro m a nd against any claims, demands, penalties, fines, attorneys’ fees (including, without limitat io n, attorneys’ fees incurred to enforce the indemnificat io n contained in this Section 6), consultants’ fees, invest igation and laboratory fees, liabilit ies, settlements (five (5) Business Days’ prior notice of w hich the Authority or the Trustee, as appropriate, shall have delivered to the County and the Authorit y), 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 o r beneath the Facilit ies, (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 o r the Trustee, as appropriate, shall have delivered to the Count y a nd the Authorit y), or governmental order relat ing to Hazardous Materials on, from o r beneath any of the Facilit ies, (iv)any vio lat io n of Environmental Regulat io ns or subsect io n (a) or (b) hereof by it or any of it s agents, tenants, employees, contractors, licensees, guests, subtenants or invitees, and (v)the imposit io n of any governmental lien for the recovery of environmental cleanup or removal costs. To the extent that the Authority or the Count y is st rict ly liable under any Environmental Regulat io n, its obligat io n to the Trustee and the Bondholders and the other indemnitees under the foregoing indemnificat io n shall likewise be wit hout regard to fault on its part with respect to the violat io n of any Environmental Regulation which results in liabilit y to any indemnit ee. Its obligat io ns and liabilit ies under this Sect io n 6(c) shall survive any terminat io n of the Sublease or exercise of any remedies thereunder, and the satisfactio n of all Bonds. (d)The Count y a nd the Authorit y s hall conform to and carry out a reasonable program of maintenance and inspect io n o f a ll underground storage tanks, and shall maintain, repair, and replace such tanks only in accordance with Laws and Regulat io ns, including but not limited to Environmental Regulations. SECTION 7.Owner in Fee The Count y co venants that it is the owner in fee of the Facilit ies. The County further covenants and agrees that if for any reason this covenant proves to be incorrect, the County will either inst it ut e eminent domain proceedings to condemn the property or institute a quiet title act io n to clarify the Count y’s t it le, and will diligent ly pursue such act io n t o complet io n. The County further covenants and agrees that it will ho ld t he Authorit y a nd the Bondowners harmless fro m a ny lo ss, cost or damages result ing fro m any breach by the Count y of the covenants contained in this Sect io n. OHS West:260514445.7 6 SECTION 8.Assignments and Subleases Unless the Count y s hall be in default under the Sublease, the Authorit y ma y no t assign its rights under this Site Lease or sublet the Facilities, except pursuant to the Sublease, without the written consent of the County, which consent may be withheld in the County’s so le and abso lut e discret io n. Upon the occurrence of a default by the Count y u nder the Sublease, the Authority may assign or sell it s rights under this Site Lease or sublet the Facilities, wit hout the consent of the County. SECTION 9.Right of Entry; Easements The Count y r eserves the right for any o f it s duly authorized representatives to enter upon the Facilit ies at any reasonable t ime to inspect the same or to make any repairs, improvements or changes necessary for the preservat io n t hereof. The Count y agrees, upon written request from the Authorit y,to grant to the Authority a nonexclusive easement of ingress and egress for persons, vehicles and ut ilit ies, twenty (20) feet wide, fro m each parcel o f t he Facilit ies not having access to a public street, and appurtenant to such parcel, over property owned by the County t o a public street. The Count y may, at any t ime, satisfy its obligation contained in the preceding sentence as to any such parcel of the Facilit ies by grant ing to the Authorit y a n easement complying with the requirements of the preceding sentence from such parcel of the Facilities to a public street. SECTION 10.Terminat io n The Authorit y agrees,upon the terminat io n o f this Site Lease, to quit and surrender the Facilit ies in t he same good order and condit io n 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 Facilit ies and any other permanent improvements and structures exist ing upon the Facilit ies at the time of the terminat io n of this Site Lease shall remain thereon and tit le thereto shall vest in the County. Upon the exercise of the option to purchase set forth in Section 7.03 of the Sublease and upon payment of the option price required by said sectio n, the term of this Site Lease shall terminate as to the portion of the Facilit ies being so purchased, including the real property upon which portion is situated. SECTION 11.Default In the event the Authorit y s hall be in default in the performance of any obligat io n on its part to be performed under the terms of t his Site Lease, which default cont inues for one hundred and eight y (180) days fo llowing notice and demand for correction thereof t o the Authority and the Trustee, the Count y ma y exercise any and all remedies granted by law, except that no merger of this Site Lease and of t he Sublease shall be deemed to occur as a result thereof; provided, however, that the Count y s hall 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 or sublease o f a ll or any part of the Facilit ies then in effect between the Authorit y and any assignee or subtenant of the Authority (other than the Count y u nder the Sublease). So OHS West:260514445.7 7 lo ng as any such assignee or subtenant of the Authority shall duly perform the terms and conditions o f t his Site Lease, such assignee or subtenant shall be deemed to be and shall beco me the tenant of the Count y hereunder and shall be entit led to all o f t he rights and privileges granted under any such assignment; provided, further, that so long as any Bonds are outstanding and unpaid in accordance wit h t he 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 t he Bondowners. SECTION 12.Quiet Enjoyment The Authorit y at all t imes during the term of t his Site Lease, shall peaceably and quiet ly have, hold and enjo y a ll of the Facilit ies then leased hereunder. SECTION 13.Waiver of Personal Liabilit y All liabilit ies under this Site Lease on the part of the Authority shall be so lely liabilit ies o f t he Authorit y,as a public ent it y a nd agency, and the Count y hereby releases each and every member, director, officer, agent or employee o f t he Authorit y o f and fro m a ny personal or individual liabilit y under this Site Lease. No member, director, officer, agent or employee of the Authority shall at any t ime or under any circumstances be individually or personally liable under this Site Lease to the County or to any other party whomsoever for anyt hing done or omitted to be done by the Authorit y hereunder. The Authorit y and it s members, directors, officers, agents, employees and assignees shall not be liable to the County or to any other party whomso ever for any death, injur y or damage that may result to any person or property by or from any cause whatsoever in, on or about the Facilit ies. The County, to the extent permitted by law, shall indemnify and ho ld t he Authority and its members, directors, officers, agents, employees and assignees, harmless fro m, and defend each of t hem against, any and all claims, liens and judgments arising from t he operation of the Facilit ies or the Project, including, without limitatio n, death of or injury to any person or damage to property whatsoever occurring in, on or about the Facilities or the Project regardless o f responsibilit y fo r negligence, but excepting the active negligence of the person or ent it y seeking indemnit y. SECTION 14.Taxes The Count y co venants 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 Facilit ies. SECTION 15.Eminent Domain In the event the whole or any part of the Facilit ies 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 Sublease attributable to such part of the Facilit ies and shall be paid to the Trustee, and the balance of the award, if any, shall be paid to the County. OHS West:260514445.7 8 SECTION 16.Partial Invalidity If any one or more of the terms, provisions, covenants or condit io ns of this Site Lease shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of co mpetent jurisdict io n, the finding or order or decree of which become s final, none o f t he remaining terms, provisions, covenants and conditions o f t his Site Lease shall be affected thereby, and each provision o f t his Site Lease shall be valid and enforceable to the fullest extent permitted by law. SECTION 17.Notices All notices, statements, demands, consents, approvals, authorizatio ns, offers, designations, requests or other communicat io ns hereunder by eit her part y t o the other shall be in writing and shall be sufficient ly 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 Count y,addressed to the Count y in care of the Count y Ad ministrator, County of Contra Costa, County Ad ministration Building, 651 Pine Street, Martinez, California 94553, or if to the Authorit y,addressed to the County in care of the County Clerk, County of Contra Costa Public Financing Authorit y,Count y Ad ministration 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 fro m t ime to time designate by notice in writ ing. SECTION 18.Section Headings All sect io n 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 19.Amendment The Authorit y a nd the Count y ma y at any t ime agree to the amendment of this Site Lease; provided, however, that the Authority and the Count y 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 wit h and subject to the terms of the Trust Agreement. SECTION 20.Execut io n This Site Lease may be executed in any number of counterparts, each o f w hich shall be deemed to be an original, but all together shall constit ute 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 fo rce and effect as though the same counterpart had been executed by both the County and the Authority. OHS West:260514445.7 9 IN WITNESS WHEREOF, the Count y a nd 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 Chair of the Board of Supervisors County of Contra Costa, State of California [SEAL] At test:David J. Twa, Clerk of the Board of Supervisors and Count y Ad ministrator By Chief Clerk Approved as to Form: By: County Counsel COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, Lessee By Chair At test:David J. Twa, Execut ive Director and Secretary By Lisa Drisco ll County Finance Director County of Contra Cost a OHS West:260514445.7 A-1 EXHIBIT A Description of Facilities All that certain real property situated in the County o f Contra Costa, State of California, described as fo llo ws: The Discovery House The term “Discovery House” means the facilit y lo cated at 4645 Pacheco Boulevard in Martinez, California, together with parking, site development, landscaping, utilities, equipment, furnishings, improvements and appurtenant and related facilities, located on the real property described as fo llo ws: [Legal Descript io n] The District Attorney’s Office The term “District Attorney’s Office” means the building located at 900 Ward Street in Martinez, California, together with parking, site development, landscaping, utilities, equipment, furnishings, improvements and appurtenant and related facilit ies, located on the real property described as fo llo ws: [Legal Descript io n] OHS West:260514445.7 B-1 EXHIBIT B Lease Term TABLE OF CONTENTS Page OHS West:260514445.7 -i- SECTION 1.Lease of Facilit ies ...............................................................................................2 SECTION 2.Term ..................................................................................................................2 SECTION 3.Rental .................................................................................................................2 SECTION 4.Purpose ..............................................................................................................2 SECTION 5.Environmental Law and Regulat io ns ..................................................................3 SECTION 6.Environmental Co mp liance ................................................................................4 SECTION 7.Owner in Fee ......................................................................................................5 SECTION 8.Assignments and Subleases ................................................................................6 SECTION 9.Right of Entry; Easements ..................................................................................6 SECTION 10.Terminat io n ........................................................................................................6 SECTION 11.Default ...............................................................................................................6 SECTION 12.Quiet Enjoyment ................................................................................................7 SECTION 13.Waiver of Personal Liabilit y ...............................................................................7 SECTION 14.Taxes..................................................................................................................7 SECTION 15.Eminent Domain ................................................................................................7 SECTION 16.Partial Invalidity.................................................................................................8 SECTION 17.Notices ...............................................................................................................8 SECTION 18.Section Headings ................................................................................................8 SECTION 19.Amendment ........................................................................................................8 SECTION 20.Execut io n ...........................................................................................................8 EXHIBIT A Descript io n of Facilit ies ..................................................................................A-1 EXHIBIT B Lease Term.....................................................................................................B-1 OHS West:260514602.6 Recording requested by and return to: COUNTY OF CONTRA COSTA c/o Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, California 94105-2669 At tention: Mary A. Collins, Esq. SUBLEASE (Capital Projects Program) 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 Pro jects Program), 2009 Series A Dated as of May 1, 2009 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 OHS West:260514602.6 SUBLEASE (Capital Projects Program) This Sublease, dated as of May 1, 2009, by and between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the “Authority”), a joint exercise powers authorit y duly organized and exist ing under and by virtue of the laws of the State of California, as sublessor, and the COUNTY OF CONTRA COSTA (the “Count y”), a bod y corporate and polit ic and a polit ical subdivisio n o f t he 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 acquisit io n of various capital pro jects of the County as set forth in Exhibit D hereto, as the same may be changed fro m t ime to time (the “Project”); WHEREAS, the Authorit y int ends to assist the Count y in financing the Project by issuing the Count y o f Contra Costa Public Financing Authorit y Le ase Revenue Bonds (Capital Projects Program), 2009 Series A (the “2009 Series A Bonds”); WHEREAS, the County will lease to the Authority certain capital assets of the County (as further defined herein, the “Facilit ies”) pursuant to a Site Lease, dated as of May 1, 2009; WHEREAS, the Count y w ill lease back the Facilit ies fro m t he Authorit y pursuant to the terms of this Sublease; and WHEREAS, under this Sublease, the County will be obligated to make base rental payments to the Authority for the lease of t he Facilit ies and such other facilit ies as may fro m time to time be leased hereunder; NOW, THEREFORE, in considerat io n of the mutual covenants herein, the parties hereto agree as fo llo ws: OHS West:260514602.6 2 ARTICLE I DEFINITIONS SECTION 1.01.Definit io ns. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Sublease, 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. Addit io nal Payments The term “Addit io nal Payments” means all amounts payable to the Authority o r the Trustee or any other person from the Count y as Addit ional Payments pursuant to Section 3.02 hereof. Architects The term “Architects” means the architects, engineers or designers of any Project or portion thereof, and any successor or successors to any thereof. Authority The term “Authorit y” means the County of Contra Costa Public Financing Authority, act ing as sublessor hereunder and any surviving, result ing or transferee entit y. Bank The term “Bank” means Bank o f Amer ic a, N.A., a nat io nal banking associatio n organized under the laws of the United States, and any o f it s affiliates, including, wit hout limitation, the Purchaser. Base Rental, Base Rental Payments The terms “Base Rental” and “Base Rental Payments” means all amounts payable to the Authority fro m t he Count y as Base Rental Payments pursuant to Section 3.01 hereo f. Base Rental Payment Schedule The term “Base Rental Payment Schedule” means the schedule of Base Rental Payments payable to the Authority fro m t he County pursuant to Section 3.01 hereof and attached hereto as Exhibit B. OHS West:260514602.6 3 Contractors The term “Contractors” means the construction contractor for any portion of t he Project and any successor or successors to any thereof. County The term “Count y” means the County of Contra Costa, California, a body corporate and polit ic and a polit ical subdivisio n o f t he State of California. Event of Default The term “Event of Default” shall have the meaning specified in Section 6.01 hereo f. Facilit ies The term “Facilit ies” shall mean the real property and the improvements thereon as described in Exhibit A hereto, or any Count y buildings, other improvements and facilities, added thereto or subst it uted therefor, or any portion thereof, in accordance wit h t his Sublease and the Trust Agreement. Purchaser The term “Purchaser” means Banc of America Public Capital Corp. Rent al Payment Period The term “Rental Payment Period” means the twelve mont h period co mmencing June 1 of each year and ending the fo llo wing May 31, and the init ial period commencing on the effect ive date hereof and ending the fo llo wing May 31. Sublease The term “Sublease” means this sublease, as originally executed and recorded or as it may fro m t ime to time be supplemented, modified or amended pursuant to the provisions hereo f and of the Trust Agreement. Trust Agreement The term “Trust Agreement” means the Trust Agreement, dated as of May 1, 2009, by and amo ng the Trustee and the Authority and acknowledged by the County,as originally executed or as it may from t ime to time be supplemented, modified or amended by a Supplemental Trust Agreement entered into pursuant to the provisio ns thereof. 2009 Project The term “2009 Project” means the various capital projects o f t he Count y,and payment of any costs associated with financing of said projects, as set forth in Exhibit D hereto, OHS West:260514602.6 4 as the same may be amended fro m time to time by a Certificate of the County delivered to the Trustee. 2009 Series A Bonds The term “ 2009 Series A Bonds” means the Bonds designated “County o f Contra Costa Public Financing Authorit y Lease Revenue Bonds (Capital Projects Program), 2009 Series A” issued by the Authority under and pursuant to Section 2.01 of the Trust Agreement. ARTICLE II LEASE OF FACILITIES; TERM SECTION 2.01.Lease of Facilit ies. The Authority hereby leases to the County and the Count y hereby leases fro m t he Authority the Facilit ies, subject, however, to all easements, encumbrances, and restrictio ns that exist at the t ime of the co mmencement of the term of this Sublease, as defined in Sect io n 2.02 hereof. The Count y hereby agrees and covenants during the term of this Sublease that,except as hereinafter provided, it will use the Facilit ies for public and Count y purposes so as to afford the public the benefit s contemplated by this Sublease. SECTION 2.02.Term; Occupancy. The term of this Sublease shall commence on the date of recordation of this Sublease in the office of t he Count y Recorder of Contra Costa County, State of California, or on December 1, 2009, whichever is earlier, and shall end 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 attributable to the related Facilit y and all other amounts then due hereunder with respect to such Facilit y shall not be fully paid, or if the rental payable hereunder with respect to such Facilit y s hall have been abated at any time and for any reason, then the term of this Sublease wit h respect to such Facilit y shall be extended unt il t he Base Rental Payments attributable to such Facility a nd all other amounts then due hereunder wit h respect to such Facilit y shall be fully paid, except that the term of t his Sublease as to the respect ive Facilit y shall in no event be extended beyo nd ten (10) years after the date ident ified with respect thereto. If prior to such dates, the Base Rental Payments attributable to the related Facility or all the Bonds payable therefrom a nd all other amounts then due hereunder with respect to such Facility shall be fully paid, or provisio n t herefor made, the term of this Sublease with respect to such Facility shall end ten (10) days thereafter or upon written notice by the Count y t o the Authorit y,whichever is earlier. SECTION 2.03.Subst it ution. The Count y and the Authorit y may subst it ut e real property as part of the Facilit ies for purposes of this Sublease, but only wit h t he prior written consent of the Purchaser and only after the Count y s hall have filed with the Authorit y,the Purchaser and the Trustee, all o f t he following: (a)Executed copies of the Sublease or amendments thereto containing the amended descript io n of the Facilit ies. OHS West:260514602.6 5 (b)Copies of all due diligence and similar documents relating to the subst it ut e Facilit ies equivalent to those required by the Purchaser with respect to the original Facilit ies. (c)A Cert ificate of the County wit h copies of the Sublease or the Site Lease, if needed, or amendments thereto containing the amended descriptio n o f t he Facilit ies stating that such documents have been duly recorded in the official records of the Count y Recorder of the County. (d)A Cert ificate of the County, supported by acquisit io n or construction cost information or an appraisal, evidencing that the fair market value of the subst it ut e Facilit ies will be at least equal to the aggregate outstanding principal amount of the Base Rental Payments, that the fair rental value of the subst it ut e Facilit ies will be at least equal to the Base Rental Payments thereafter coming due and payable hereunder, and that the useful life o f t he subst it ut e Facilit ies will at least equal the final Base Rental Payment date. (e)A Cert ificate o f t he County stating that, based upon review of such instruments, certificates or any other matters described in such Certificate of the County,the County has good merchantable title to the Facilities which will const it ute the Facilit ies after such subst itution. The term “Good Merchantable Tit le” shall mean such t it le as is sat is factory and sufficient for the needs and operations of the County. (f)A Certificate of t he Count y st ating that such substitution does not adversely affect the County’s use and occupancy of the Facilit ies. (g)An Opinio n o f Counsel stating that such amendment or mo dification (i) complies wit h t he terms o f t he Const it ut io n and laws o f t he State and of the Trust Agreement; (ii) will, upon the executio n and delivery thereof,be valid and binding upon the Authority and the Count y; a nd (iii) if the Bonds outstanding with respect thereto were issued on a tax-exempt basis, will not cause the interest on the Bonds to be included in gross income fo r federal inco me t ax purposes. ARTICLE III RENTAL PAYMENTS; USE OF PROCEEDS SECTION 3.01.Base Rental Payments. The Count y agrees to pay to the Authority, as Base Rental Payments for the use and occupancy of the Facilit ies (subject to the provisions o f Sections 3.04, 3.06 and 7.01 of this Sublease) annual rental payments with principal and interest components, the interest components being payable semi-annually, in accordance wit h t he Base Rental Payment Schedule attached hereto as Exhibit B and made a part hereo f.Base Rental Payments shall be calculated on an annual basis, for each Rental Payment Period, and each annual Base Rental shall be divided into two interest components, due on December 1 and June 1, and one principal component, due on June 1, except that the first Rental Payment Period co mmences on the date of recordation of t his Sublease and ends on May 31, 2010. Each Base Rental Payment installment shall be payable on the fifteenth (15th) day of t he mo nt h immediately preceding its due date. The interest components of the Base Rental OHS West:260514602.6 6 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 mo nt hs. Each annual payment of Base Rental (to be payable in installments as aforesaid) shall be for the use of the Facilities. If the term o f t his Sublease shall have been extended pursuant to Section 2.02 hereo f,Base Rental Payment installments shall cont inue to be due on December 1 and June 1 in each year, and payable prior thereto as hereinabove described, continuing to and including the date of terminat io n o f t his Sublease. Upon such extension o f t his Sublease, the Count y s hall deliver to the Trustee a Certificate setting forth the extended rental payment schedule, which schedule shall establish the principal and interest components of t he Base Rental Payments so that the principal components will in the aggregate be sufficient to pay all unpaid principal components with int erest components sufficient to pay all unpaid interest components plus int erest. If at any t ime the Base Rental shall not have been paid by the County w hen due, fo r 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 County to reflect interest on the unpaid principal components at the rate or rates specified in the Trust Agreement, and a revised Exhibit B to this Sublease shall be prepared by the Count y a nd supplied to the Authorit y a nd the Trustee reflect ing such reallocat io n. SECTION 3.02.Addit io nal Payments. The County shall also pay such amounts (herein called the “Addit io nal Payments”) as shall be required by t he Authorit y fo r the payment of all costs and expenses incurred by the Authorit y in connect io n with the execut io n, performance or enforcement of this Sublease, or any pledge of Base Rental payable hereunder, the Trust Agreement, its interest in the Facilit ies and the lease of t he Facilit ies to the Count y, including but not limited to payment of all fees, costs and expenses and all administrative costs of the Authorit y r elated to the Facilit ies, including, without limit ing the generalit y o f t he fo regoing,salaries and wages of employees, all expenses, compensat io n and indemnification of the Trustee payable by the Authorit y u nder 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 it s existence or to comply wit h t he terms of the Bonds or of the Trust Agreement; but not including in Additio nal Payments amounts required to pay the principal o f o r interest on the Bonds. Such Addit io nal Payments shall be billed to the County by the Authority o r the Trustee from time to time, together with a statement certifying that the amount billed has been paid by the Authorit y o r by the Trustee on behalf of the Authority,fo r one or mo re of the it ems above described, or that such amount is then payable by the Authorit y o r the Trustee for such it ems. Amounts so billed shall be paid by the County to the billing party within 30 days after receipt of the bill by the County. The Count y r eserves the right to audit billings for Addit io nal Payments alt hough exercise o f such right shall in no way affect the duty o f t he Count y t o make full and timely payment for all Addit io nal Payments. OHS West:260514602.6 7 The Authorit y ha s 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 Project. The administrative costs of the Authority s hall be allocated among the facilit ies 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 direct ly attributable to the Facilit ies shall be included in the Addit io nal Payments payable hereunder. The fees of a ny trustee or paying agent under any indenture securing bonds of the Authority o r any trust agreement other than the Trust Agreement, and any other expenses directly attributable to any facilit ies other than the Facilit ies, shall not be included in the administrative costs of the Facilit ies and shall not be paid from t he Addit io nal Payments payable hereunder. Any expenses of the Authority not direct ly attributable to any part icu lar lease o f t he Authorit y s hall be equitably allocated among all such leases, including this Sublease, in accordance wit h sound accounting pract ice. In the event of any quest io n or dispute as to such allocation, the written opinio n of an independent firm o f certified public accountants, employed by the Authorit y t o consider the question and render an opinion thereon, shall be a final and conclusive determinat io n as to such allocat io n. The Trustee may conclusively rely upon the Written Request of the Authorit y,with the approval of t he Count y Ad ministrator or the County F inance Director, or a duly authorized representative of t he County, endorsed thereon, in making any determinat io n t hat costs are payable as Addit io nal Payments hereunder, and shall not be required to make any invest igat io n as to whether or not the items so requested to be paid are expenses related to the lease of the Facilit ies. SECTION 3.03.Fair Rental Value. Such payments of Base Rental Payments and Addit io nal Payments for each rental period during the term of this Sublease shall constitute the total rental for said Rental Payment Period and shall be paid by t he Count y in each Rental Payment Period for and in consideratio n of the right of use and occupancy of,and continued quiet use and enjo yment of, the Facilit ies during each such 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 represents the fair rental value of the Facilities for each such period. In making such determinat io n, considerat io n has been given to the value of t he Facilit ies, costs of acquisit io n, design, construction and financing of the Facilit ies, other obligat io ns o f t he parties under this Sublease, 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 Provisio ns. Each installment of rental payable hereunder shall be paid in lawful mo ney o f the United States of America to or upon the order of the Authorit y at the corporate trust office of t he Trustee in San Francisco, California, or such other place as the Authorit y s hall designate. Any such installment of rental accruing hereunder which shall not be paid when due and payable under the terms of t his Sublease shall bear interest at the rate of twelve percent (12%) per annum, 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 Count y,the Count y s hall make all rental payments when due without deduction or offset of any kind and shall not withhold any rental payments pending the final resolut io n o f su ch dispute. In the event of a determinat io n t hat the Count y was not liable for said rental payments or any portion thereof, said payments or excess o f payments, as the case may be, shall be credited against subsequent rental payments due hereunder or refunded at the time of such determinat io n. Amounts required to be deposited by OHS West:260514602.6 8 the Count y w it h t he Trustee pursuant to this Sect io n on any date shall be reduced to the extent of amounts on deposit in the Revenue Fund, the Interest Account or the Principal Account and available therefor. All payments received shall be applied first to the interest components of the Base Rental Payments due hereunder, then to the principal components o f t he Base Rental Payments due hereunder and thereafter to all Addit io nal Payments due hereunder, but no such applicatio n 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 Sublease shall prevent the County from making fro m time to time contributio ns or advances to the Authority fo r any purpose now or hereafter authorized by law, including the making of repairs to, or the restoration of, the Facilit ies in the event of damage to or the destruction of the Facilit ies. SECTION 3.05.Appropriat io ns Covenant.The County covenants to take such action as may be necessary to include all such Base Rental Payments and Addit io nal Payments due hereunder in it s annual budgets, to make necessary annual appropriatio ns for all such Base Rental Payments and Addit io nal Payments as shall be required to provide funds in such year for such Base Rental Payments and Addit io nal Payments. The Count y w ill deliver to the Authorit y a nd the Trustee within sixt y (60) days of adoption o f t he County budget a Certificate of the County 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 dut y o f e ach and every public official o f t he Count y t o take such act io n and do such things as are required by law in the performance of the official dut y o f such officials to enable the County to carry out and perform the covenants and agreements in this Sublease agreed to be carried out and performed by the County. The Authorit y a nd the Count y u nderstand and intend that the obligatio n of the County to pay Base Rental Payments and Additional Payments hereunder shall constit ut e a current expense of the Count y a nd shall not in any way be construed to be a debt of the Count y in contravent io n of any applicable const it ut io nal or statutory limitat io n or requirement concerning the creat io n o f indebtedness by the County, nor shall anyt hing contained herein constitute a pledge o f t he general tax revenues, funds or moneys o f t he County. Base Rental Payments and Addit io nal 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 Addit io nal Payments or other payments due hereunder as consideration for use o f t he Facilit ies. This Sublease shall not create an immediate indebtedness fo r any aggregate payments which may become d ue hereunder in the event that the term of the Sublease 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 Addit io nal Payments or any other payments due hereunder. OHS West:260514602.6 9 SECTION 3.06.Rental Abatement. The Base Rental Payments and Addit io nal Payments shall be abated proportionately, during any period in which by reason of any damage or destruction (other than by condemnatio n which is hereinafter provided for) there is substantial interference with the use and occupancy of the Facilities by the County, in the proportion in which the init ial cost of that portion of the Facilit ies rendered unusable bears to the init ial cost of the whole of the Facilit ies. Such abatement shall continue for the period commencing wit h such damage or destruction and ending with the substantia l co mp let io n of the work of repair or reconstruction. In the event of any such damage or destruction, this Sublease shall continue in full force and effect and the County waives any right to terminate this Sublease by virtue of any such damage or destruction. SECTION 3.07.Use of Proceeds. The part ies hereto agree that the proceeds of the 2009 Series A Bonds will be used to finance the 2009 Project and to pay the costs of issuing the 2009 Series A Bonds and incidental and related expenses. ARTICLE IV MAINTENANCE; ALTERATIONS AND ADDITIONS SECTION 4.01.Maintenance and Ut ilit ie s. During such t ime as the County is in possessio n of the Facilit ies, all maintenance and repair, both ordinary and ext raordinary, of the Facilit ies shall be the responsibilit y o f t he County, which shall at all t imes maintain or otherwise arrange for the maintenance of t he Facilit ies in first class condit io n, and the Count y shall pay for or otherwise arrange for the payment of all ut ilit y services supplied to the Facilit ies, which may include, without limitat io n, janitor service, securit y,power, gas, telephone, light, heat ing, ventilat io n, air condit io ning, water and all other utilit y services, and shall pay for or otherwise arrange for payment of the cost of the repair and replacement of the Facilities result ing fro m o rdinary wear and tear or want of care on the part of the Count y o r 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 Authorit y agrees to provide only the Facilit ies. SECTION 4.02.Changes to the Facilit ies. Subject to Section 8.02 hereof, the Count y s hall, at its own expense, have the right to remodel the Facilities or to make additions, modifications and improvements to the Facilities. All such addit io ns, modificat io ns and improvements shall thereafter comprise part of the Facilities and be subject to the provisions of this Sublease. Such addit io ns, modificat io ns and improvements shall not in any way damage the Facilit ies or cause them to be used for purposes other than those authorized under the provisions o f st ate and federal law; and the Facilit ies, upon complet io n o f a ny addit io ns, mo difications 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 addit io ns, mo difications and improvements. SECTION 4.03.Installat io n of Count y’s Equipment. The County and any sublessee may at any t ime and from t ime to time, in its so le d iscret io n and at its own expense, install or permit to be installed other items of equipment or other personal property in or upon the Facilit ies. All such items shall remain the sole property of such party, in which neither the OHS West:260514602.6 10 Authority nor the Trustee shall have any interest, and may be modified or removed by such party at any time provided that such part y shall repair and restore any and all damage to the Facilities resulting fro m t he installat io n, modificat io n or removal o f a ny such items. Nothing in this Sublease shall prevent the County fro m purchasing items to be installed pursuant to this Sectio n under a condit io nal sale or lease purchase contract, or subject to a vendor’s lien or security agreement as securit y fo r the unpaid portion of the purchase price thereof, provided that no such lien or securit y int erest shall attach to any part of the Facilities. ARTICLE V INSURANCE SECTION 5.01.Fire and Extended Coverage Insurance. The Count y s hall procure or cause to be procured and maintain or cause to be maintained, throughout the term of this Sublease, insurance against loss or damage to any structures constituting any part of the Facilit ies by fire and lightning, wit h extended coverage insurance, vandalism and malicious mischief insurance and sprinkler system leakage insurance and earthquake insurance, if available on the open market fro m r eputable insurance companies. 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. Such insurance shall be in an amount equal to the replacement cost (without deduction for depreciat io n) of all structures constituting any part of the Facilities, excluding the cost of excavat io ns, of grading and filling, and of t he land (except that such insurance may be subject to deductible clauses for any one loss of not to exceed $500,000 or comparable amount adjusted for inflat io n or more in the case of earthquake insurance), or, in the alternat ive, shall be in an amount and in a form sufficient (together with mo neys held under the Trust Agreement), in the event of total or partial loss, to enable the Count y t o prepay all or any part of the Base Rental Payments then unpaid, pursuant to Section 7.02 hereof and to redeem outstanding Bonds. In the event of any damage to or destruction of a ny part of the Facilit ies, caused by the perils covered by such insurance, the Authority, except as hereinafter provided, shall 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 separate and apart from all other funds, in a special fund to be designated the “Insurance and Condemnation Fund,” to the end that such proceeds shall be applied to the repair, reconstruction or replacement of the Facilit ies to at least the same good order, repair and condition as they were in prior to the damage or destruction, inso far as the same may be acco mp lished by the use of said proceeds. The Trustee shall permit wit hdrawals of said proceeds fro m t ime to time upon receiving the Written Request of the Authorit y,stating that the Authorit y has expended mo neys or incurred liabilit ies in an amount equal to the amount therein requested to be paid over to it for the purpose of repair, reconstruction or replacement, and specifying the items for which such mo neys were expended, or such liabilit ies were incurred. Any balance o f said proceeds not required for such repair, reconstruction or replacement shall be treated by the Trustee as Base Rental Payments and applied in the manner provided by Sectio n 5.02 of the Trust Agreement, provided, however, that if the insurance proceeds were paid to cover damage to property of the OHS West:260514602.6 11 County that does not constitute part of the Facilities, as defined herein, including, but not limited to furniture and office equipment, then such proceeds shall be paid to the County. Alternatively, the Authority, at its option, and if the proceeds of such insurance together with any other moneys then available for the purpose are at least sufficient to redeem an aggregate principal amount of outstanding Bonds, equal to the amount of Base Rental attributable to the portion of the Facilities so destroyed or damaged (determined by reference to the proportion which the cost of such portion of the Facilit ies bears to the cost of the Facilit ies), may elect not to repair, reconstruct or replace the damaged or destroyed portion of the Facilit ies and thereupon shall cause said proceeds to be used for the redempt io n o f o utstanding Bonds pursuant to the provisions of the Trust Agreement. The Authorit y a nd the Count y shall pro mpt ly 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 t ime. Any proceeds received as a result of such disaster aid shall be used to repair, reconstruct, restore or replace the damaged or destroyed portions of the Facilit ies, or, at the option of the Count y a nd the Authority, to enable the Count y t o prepay all or any part of the Base Rental Payments then unpaid, pursuant to Section 7.02 hereof, and to redeem outstanding Bonds if such use o f such disaster aid is permitted. As an alternat ive 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 fo r the risks required to be insured against, in light of all circumstances, giving considerat io n to cost, availabilit y and similar plans or methods of protection adopted by public ent it ies in the State of California other than the County. So long as such met hod or plan is being provided to satisfy the requirements of this Sublease, there shall be filed annually with the Trustee a statement of an actuary, insurance consultant or other qualified person (which may be the Risk Manager o f t he Count y), stating that, in the opinion of the signer, the subst it ute method or plan of protection is in accordance wit h t he requirements of this Sect io n and, when effect ive, would afford reasonable coverage for the risks required to be insured against. There shall also be filed a Cert ificate of the Count y setting forth the details of such subst it ut e method or plan. In the event of lo ss covered by any such self insurance method, the liability o f t he Count y hereunder shall be limited to the amounts in the self insurance reserve fund or funds created under such method. SECTION 5.02.Liabilit y 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 Sublease, a standard comprehensive general liabilit y insurance policy or policies in protection of the Authorit y a nd it s members, directors, officers, agents and employees and the Trustee, indemnifying said parties against all direct or contingent loss or liability fo r damages for personal in jury, death or property damage occasioned by reason of the operation of the Facilit ies, with minimum liabilit y limits o f $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 result ing fro m each accident or event. Such public liabilit y a nd 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 liabilit y insurance ma y be maintained as part of or in conjunct io n with any other liabilit y insurance carried by the Count y. OHS West:260514602.6 12 As an alternat ive to providing the insurance required by the first paragraph of this Section, or any portion thereof, the County may provide a self insurance method or plan of protection if and to the extent such self insurance method or plan of protection shall afford reasonable protection to the Authority,it s members, directors, officers, agents and employees and the Trustee, in light of all circumstances, giving consideratio n t o cost, availabilit y and similar plans or methods of protection adopted by public entit ies 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 Sublease, there shall be filed annually with t he Trustee a statement of an actuary, independent 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 wit h t he requirements of this Section and, when effective, would afford reasonable protection to the Authority,it s 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 Cert ificate of the County setting forth the details of such substit ute method or plan. 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 int erruption or use and occupancy insurance to cover loss, total or partial, of t he rental income fro m o r the use of the Facilit ies as the result of any o f t he hazards covered by the insurance required by Section 5.01 hereof (provided wit h respect to earthquake insurance, only if available on the open market fro m r eputable insurance companies at a reasonable cost, as determined by the County), in an amount sufficient to pay the part of the total rent hereunder attributable to the portion of the Facilit ies rendered unusable (determined by reference to the proportion which the cost of such portion bears to the cost of the Facilities) for a period of at least two years, except that such insurance may be subject to a deductible clause of no t to exceed five hundred thousand dollars ($500,000) or a comparable amount adjusted for inflatio n (or more in the case of earthquake coverage). Any proceeds of su ch insurance shall be used by the Trustee to reimburse to the Count y a ny rental theretofore paid by t he County under this Sublease attributable to such structure for a period of time during which the payment of rental under this Sublease 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 Sectio n 3.02 (to the extent required fo r the payment of Addit io nal Payments) and any remainder shall be treated as Revenue under the Trust Agreement. The Count y shall not be ent it led to self-insure for rental interruption insurance. SECTION 5.04.Wo rker’s Co mpensat io n. The Count y s hall also ma int ain worker’s compensat io n insurance issued by a responsible carrier authorized under the laws of the State of California to insure its employees against liabilit y fo r compensat io n under the Worker’s Compensat io n Insurance and Safet y Act now in force in California, or any act hereafter enacted as an amendment or supplement thereto. As an alternat ive, such insurance may be maintained as part of or in conjunct io n wit h any other insurance carried by the Count y.Such insurance may be maintained by the Count y in t he form of self-insurance. SECTION 5.05.Title Insurance.The County shall obtain, for the benefit of the Authority, upon the execution and delivery of this Sublease, title insurance on the Facilit ies, in an amount equal to the aggregate principal amount of the 2009 Series A Bonds, issued by a OHS West:260514602.6 13 company o f recognized standing duly authorized to issue the same, subject only to Permitted Encumbrances. SECTION 5.06.Insurance Proceeds; Form o f Policies. All policies o f insurance required by Sect io ns 5.01 and 5.03 hereof shall name the County, the Authorit y a nd the Trustee as insured and shall contain a lender’s loss payable endorsement in favor of the Trustee substant ia lly 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 mo neys which may beco me due and payable under any such policies, ma y 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 Sublease shall provide that the Trustee shall be given thirt y (30) days notice of each expiration thereof or any int ended cancellation thereof o r reduction of the coverage provided thereby. The Trustee shall not be responsible for the sufficiency of a ny insurance herein required and shall be fully protected in accepting payment on account of such insurance or any adjust me nt , compromise or settlement of any loss agreed to by the Count y.The Count y s hall pay when due the premiums fo r all insurance policies required by this Sublease. The Count y will deliver to the Authority and the Trustee on or before September 15 in each year a written Certificate of an officer of the Count y st ating whether such policies sat is fy the requirements of this Sublease, setting forth the insurance policies then in fo rce pursuant to this Art ic le, the names of the insurers which have issued the policies, the amounts thereof and the property and risks covered thereby, and, if any self-insurance program is being provided, the annual report of an actuary, independent insurance consultant or other qualified person containing the informatio n 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 o f t his Sect io n shall not confer responsibilit y upon the Trustee as to the sufficiency of coverage or amounts of such policies. If so requested in writ ing by the Trustee, the Count y shall also deliver to the Trustee certificates or duplicate originals or certified copies of each insurance policy described in such schedule. Any po licies of insurance provided by a commercial insurer to satisfy the requirements of Sect io ns 5.01, 5.02 or 5.03 hereof shall be provided by a co mmercial insurer rated A or better by Best or 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 Count y s hall fail to pay any rental payable hereunder when the same becomes due, time being expressly declared to be of the essence o f t his Sublease or the County shall fail to keep, observe or perform any other term, covenant or condit io n contained herein to be kept or performed by the County for a period of sixt y (60) days after notice of the same has been given to the Count y by t he Authority or the Trustee or for such addit io nal t ime as is reasonably required, in the sole d iscret io n of the Authority, to correct the same, or upon the happening of any o f t he events specified in subsect io n (b) o f t his Sect io n (any such case above being an “Event of Default”), the County OHS West:260514602.6 14 shall be deemed to be in default hereunder and it shall be lawful for the Authorit y t o exercise any and all remedies available pursuant to law or granted pursuant to this Sublease. Upon any such default, the Authority, in addit io n t o all other rights and remedies it may have at law, shall have the option to do any of the fo llo wing: (1)To terminate this Sublease in the manner hereinafter provided on account of default by the Count y,notwithstanding any re-entry or re-letting o f t he Facilit ies as hereinafter provided for in subparagraph (2) hereof, and to re-enter the Facilit ies and remo ve all persons in possessio n t hereo f a nd 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 Count y o f Contra Costa, California. In the event of such terminat io n, the Count y agrees to surrender immediately possession of the Facilit ies, wit hout let or hindrance, and to pay the Authorit y a ll damages recoverable at law that the Authorit y ma y incur by reason of default by the Count y,including, without limitation, any costs, loss or damage whatsoever arising out of, in connect io n wit h, or incident to any such re-entry upon the Facilit ies and remo val and storage of such property by the Authorit y o r its duly authorized agents in accordance with the provisions herein contained. Neit her notice to pay rent or to deliver up possession of the Facilit ies given pursuant to law nor any entry or re-entry by the Authority nor any proceeding in unlawful detainer, or otherwise, brought by the Authorit y fo r the purpose of effecting such re-entry or obtaining possessio n of the Facilit ies nor the appoint me nt of a receiver upon init iative of the Authority to protect the Authorit y’s interest under this Sublease shall of itself operate to terminate this Sublease, and no terminat io n o f t his Sublease on account of default by the County shall be or beco me effective by operation of law or acts of the parties hereto, or otherwise, unless and unt il t he Authorit y s hall have given written notice to the County of t he election on the part of the Authority to terminate this Sublease. The Count y co venants and agrees that no surrender of the Facilit ies or of the remainder of the term hereof or any terminat io n of this Sublease shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Authority b y such written notice. (2)Wit hout terminating this Sublease, (i) to collect each installment o f rent as it beco mes due and enforce any other terms or provisio n hereo f to be kept or performed by the Count y,regardless of whether or not the County has abandoned the Facilit ies, or (ii) to exercise any and all rights of e nt ry and re-entry upon the Facilit ies. In the event the Authority does not elect to terminate this Sublease in the manner provided for in subparagraph (1) hereof, the County shall remain liable and agrees to keep or perform all covenants and conditio ns herein contained to be kept or performed by the Count y and, if the Facilit ies are not re-let , to pay the full amount of the rent to the end of the term of this Sublease 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 acceleratio n), 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 Authorit y fo r the purpose of effect ing such entry or re-entry or obtaining possession o f t he Facilit ie s. Should the Authority elect to enter or re-enter as herein provided, the Count y hereby irrevocably appo int s the Authority as the agent and attorney-in-fact of the Count y t o re-let the Facilit ies, or any part thereof, fro m t ime to time, either in the Authority’s name or otherwise, upon such terms and OHS West:260514602.6 15 conditions and for such use and period as the Authority may deem advisable, and to remove all persons in possessio n t hereo f a nd 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 Authorit y fr om any costs, loss or damage whatsoever arising out of, in connect io n wit h, or incident to any such re-entry upon and re-letting of the Facilit ies and removal and storage of such property by the Authority or its duly authorized agents in accordance wit h t he provisions herein contained. The County agrees that the terms of this Sublease const it ute full and sufficient notice of t he right of the Authorit y t o re-let the Facilit ies 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 Sublease, and further agrees that no acts of the Authorit y in effecting such re-let ting shall const it ut e a surrender or termination o f t his Sublease irrespective of the use or the term for which such re-letting is made or the terms and conditions o f such re-let ting, or otherwise,but that, on the contrary, in the event of such default by the County the right to terminate this Sublease shall vest in the Authority t o be effected in the sole and exclusive manner provided for in sub-paragraph (1) hereof. The Count y further waives the right to any rental obtained by the Authorit y in excess o f t he rental herein specified and hereby conveys and releases such excess to the Authority as co mpensat io n to the Authority fo r its services in re-letting the Facilit ies or any part thereof. The County further agrees, to the extent permitted by law, to pay the Authority the reasonable cost of any alteratio ns or additions to the Facilities necessary to place the Facilit ies in condit io n fo r re-let ting immediately upon notice to the County o f t he complet io n and installat io n of such addit io ns or alterations. The Count y hereby waives any and all claims for damages caused or which may be caused by the Authorit y in re-entering and taking possession o f t he Facilit ies as herein provided and all claims for damages that may result from the destruction of or injury to the Facilit ies 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 Facilit ies. (b)If (1) the Count y’s interest in this Sublease or any part thereof be assigned or transferred, either vo lu nt arily or by operation of law or otherwise, without the written consent of the Authority, as hereinafter provided for, or (2) the Count y o r any assignee shall file any petition or inst it ut e any proceeding under any act or acts, state or federal, dealing with or relat ing 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 capacit y, wherein or whereby the Count y a sks or seeks or prays to be adjudicated a bankrupt, or is to be discharged fro m a ny or all o f t he County’s debts or obligat io ns, or offers to the County’s creditors to effect a composition or extension of time to pay t he County’s debts or asks, seeks or prays for reorganizat io n 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 petitio n or any such proceedings of the same or similar kind or character be filed or be instit uted or taken against the Count y,or if a receiver of the business or of the property or assets of the Count y s hall be appo int ed by any court, except a receiver appo int ed at the instance or request of the Authority,or if the County shall make a general or any assignment for the benefit of the County’s creditors, or (3) the County shall abandon or vacate the Facilit ies, or (4) any representation or warranty made by the Count y herein OHS West:260514602.6 16 proves to have been false, incorrect, misleading or breached in any material respect on the date when made, or (5) there shall occur an event of default as defined in any agreement for bonded indebtedness with a principal amount in excess of two millio n do llars ($2,000,000) or any lease purchase agreement with a principal amount in excess of two million dollars ($2,000,000) under which the County is now or hereafter become s obligated to the Bank. (c)The Authorit y s hall in no event be in default in the performance of any o f it s obligat io ns hereunder or imposed by any statute or rule o f law unless and unt il the Authorit y shall have failed to perform such obligat io ns wit hin sixt y (60) days or such addit io nal t ime as is reasonably required to correct any such default after notice by the County to the Authorit y properly specifying wherein the Authorit y ha s failed to perform any such obligation. In the event of default by the Authorit y,the Count y s hall be ent it led to pursue any remedy provided by law. (d)In addit io n t o the other remedies set forth in this Sect io n, upon the occurrence of an event of default as described in this Sect io n, the Authorit y shall be ent it led to proceed to protect and enforce the rights vested in the Authority by this Sublease or by law. The provisions of this Sublease and the dut ies of the County and of its trustees, officers or employees shall be enforceable by the Authorit y by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Without limit ing the generalit y of the fo regoing, the Authorit y s hall have the right to bring the follo wing act io ns: (1)Account ing. By act io n or suit in equit y t o require the Count y a nd it s trustees, officers and employees and its assigns to account as the trustee of an express trust. (2)Injunction. By action or suit in equit y t o enjoin any acts or things which may be unlawful or in vio lat io n of the rights of the Authorit y. (3)Mandamus. By mandamus or other suit, action or proceeding at law or in equity to enforce the Authorit y’s r ig ht s against the Count y (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. The exercise of any rights or remedies under this Sublease shall not permit accelerat io n o f Base Rental Payments. Each and all o f the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulat ive and the single or partial exercise of a ny right, power or privilege hereunder shall not impair the right of the Authorit y t o other or further exercise thereof or the exercise of any or all other rights, powers or privileges. The term “re-let ” or “re-let ting” as used in this Sect io n shall include, but not be limited to, re-letting by means of the operation by the Authorit y o f t he Facilit ies. 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 la w. In the event the Authorit y s hall prevail in any act ion brought to enforce any of t he terms and provisio ns of this Sublease, the County agrees to pay a reasonable amount as and for OHS West:260514602.6 17 attorney’s fees incurred by the Authorit y 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. SECTION 6.02.Waiver. Failure of t he Authorit y t o 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 t o insist upon performance by the Count y o f a ny t erm, covenant or condition hereof, or to exercise any rights given the Authorit y o n 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 conditio n of this Sublease. ARTICLE VII EMINENT DOMAIN; PREPAYMENT SECTION 7.01.Eminent Do ma in. If the whole o f t he Facilit ies or so much thereof as to render the remainder unusable for the purposes for which it was used by the Count y shall be taken under the power of eminent domain, the term of this Sublease shall cease as of the day that possessio n shall be so taken. If less than the whole o f t he 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 Sublease shall continue in full force and effect as to such remainder, and the part ies waive the benefits o f a ny law to the contrary, and in such event there shall be a part ia l 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 applicat io n o f t he award in eminent domain to the redemptio n o f outstanding Bonds. So long as any o f t he Bonds shall be outstanding, any award made in eminent domain proceedings for taking the Facilities or any portion thereof s hall be paid to the Trustee and applied to the prepayment of the Base Rental Payments as provided in Section 7.02. Any such award made after all o f t he Base Rental Payments and Addit io nal Payments have been fully paid, or provisio n t herefor made, shall be paid to the to the Count y. SECTION 7.02.Prepayment. (a) The County shall prepay on any date from insurance (including proceeds of tit le insurance) and eminent domain proceeds, to the extent provided in Sect io ns 5.01 and 7.01 hereo f (provided, however, that in the event of partial damage to or destruction of the Facilit ies caused by perils covered by insurance, if in the judgment of the Authority the insurance proceeds are sufficient to repair, reconstruct or replace the damaged or destroyed portion of the Facilit ies, such proceeds shall be held by the Trustee and used to repair, reconstruct or replace the damaged or destroyed portion of t he Facilit ies, pursuant to the procedure set forth in Section 5.01 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 int o account the reduction in Base Rental allocable to future interest on the Bonds that are redeemed), at a prepayment amount equal to the redemptio n payment of the maximum amount of OHS West:260514602.6 18 Bonds, including the principal thereof a nd the interest thereon to the date of redempt io n, plus any applicable premium redeemable from such proceeds. (b)The Count y ma y prepay, fro m a ny source of available funds, all or any portion of Base Rental Payments by deposit ing with the Trustee moneys or securit ie s as provided in Art ic le X of the Trust Agreement sufficient to defease Bonds corresponding to such Base Rental Payments when due; provided that the County fur nishes the Trustee with an Opinio n o f Counsel that such deposit will not cause interest on the Bonds to be includable in gross inco me fo r federal inco me t ax purposes. The Count y a grees that if fo llo wing such prepayment the Facilit ies are damaged or destroyed or taken by eminent domain, it is not ent it led to, and by such prepayment waives the right of, abatement of such prepaid Base Rental Payments and shall not be ent it led to any reimbursement of such Base Rental Payments. (c)Before making any prepayment pursuant to this article, the County shall, within five (5) days fo llowing the event creating such right or obligat io n t o prepay, give written notice to the Authority 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 fro m t he 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 ma y e xercise its option to purchase the Facilit ies or any portion or item thereof, in trust for the benefit of t he Owners o f t he 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 subsectio n (1) of the definit io n t hereo f in the Trust Agreement, not redeemable prior to maturity, the principal of and int erest on which when due will provide money sufficient to pay all principal, premium, if any, and interest on the Bonds to the due date of the Bonds or date when the County ma y exercise it s option to purchase the Facilit ies, as the case may be; (2)all requirements of Sectio n 10.01 of the Trust Agreement have been sat is fied; 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 t he Bonds shall remain unpaid, then and in that event the right, title and interest of the Authority herein and the obligat io ns o f the County hereunder shall thereupon cease, terminate, become void and be completely discharged and sat is fied (except for the right of the Authority a nd the obligation of the Count y t o have such mo neys and such Permitted Invest me nts applied to the payment of the Base Rental Payments or option price) and the Authorit y’s int erest in and t it le t o the Facilit ies or applicable portion or item thereof s hall be transferred and conveyed to the County.In such event, the Authority shall cause an account ing 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 mo neys or Permitted Investments held by it pursuant hereto other than such moneys and such Permitted Invest me nt s as are required for the payment or prepayment of the Base Rental Payments or the option price and the fees and expenses o f t he Trustee, which mo neys 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 t he Trustee, and shall be applied by the Authorit y t o the payment of the Base Rental Payments or the option price and the fees and expenses of the Trustee. OHS West:260514602.6 19 SECTION 7.03.Option to Purchase; Sale of Personal Property. The Count y shall have the option to purchase the Authority’s interest in any part of Facilit ie s upon payment of an option price consist ing of moneys or securit ies of the category specified in clause (1) of the definit io n of the term Permitted Investments contained in Sectio n 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 securitie s) to provide funds to pay the aggregate amount fo r the ent ir e remaining term of this Sublease o f t he part of the total rent hereunder attributable to such part of the Facilit ies (determined by reference to the proportion which the cost of such part of the Facilit ies bears to the cost of all of the Facilities). Any such payment shall be made to the Trustee and shall be treated as rental payments and shall be applied by the Trustee to pay the principal o f t he Bonds and interest on the Bonds and to redeem Bonds if such Bonds are subject to redempt io n pursuant to the terms of the Trust Agreement. Upon the making of such payment to the Trustee and the satisfact io n of all requirements set forth in Sect io n 10.01 of the Trust Agreement, (a) the Base Rental thereafter payable under this Sublease shall be reduced by the amount thereof attributable to such part of the Facilit ies and theretofore paid pursuant to this Section, (b) Section 3.06 and this Section of t his Sublease shall not thereafter be applicable to such part of the Facilit ies, (c) the insurance required by Sect io ns 5.01, 5.02 and 5.03 of this Sublease need not be maintained as to such part of the Facilit ies, and (d) title to such part of the Facilit ies shall vest in the County and the term of this Sublease shall end as to such Facilities. The Count y,in it s discretion, may request the Authority to sell or exchange any personal property which may at any t ime const it ute a part of the Facilit ies, and to release said personal property fro m t his Sublease, if (a) in the opinio n o f t he Count y t he property so so ld or exchanged is no longer required or useful in connection with the operation of the Facilit ies, (b) the consideration to be received from t he property is o f a value substant ia lly 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) cert ifying the value thereo f a nd further certifying that such property is no longer required or useful in connect io n wit h t he operation of the Facilit ies. 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 Authorit y.Any mo ney so paid to the Authorit y ma y, so long as the County is not in default under any of t he provisio ns of this Sublease, be used upon the Written Request of the County to purchase personal property, which property shall beco me a part of the Facilit ies leased hereunder. The Authorit y ma y require such opinio ns, certificates and other documents as it may deem necessary before permit ting any sale or exchange of personal property subject to this Sublease or before releasing for the purchase of new personal property mo ne y received by it for personal property so sold. ARTICLE VIII COVENANTS SECTION 8.01.Right of Entry. The Authority and its assignees shall have the right to enter upon and to examine and inspect the Facilities during reasonable business hours (and in emergencies at all t imes) (a) to inspect the same, (b) for any purpose connected with the OHS West:260514602.6 20 Authority’s or the Count y’s r ights or obligat io ns under this Sublease, and (c) for all other lawful purposes. SECTION 8.02.Liens. In the event the County shall at any time during the term of this Sublease cause any changes, alterations, additio ns, improvements, or other work to be done or performed or materials to be supplied, in or upon the Facilities, the Count y s hall pay, when due, all sums of mo ney that may beco me 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 Facilit ies and shall keep the Facilit ies fr ee of any and all mechanics’ or mat erialmen’s liens or other liens against the Facilities or the Authorit y’s interest therein. In the event any such lien attaches to or is filed against the Facilities or the Authority’s int erest therein, the County shall cause each such lien to be fully discharged and released at the time the performance o f a ny o bligation 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 prompt ly st ayed, 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 their respective members, directors, agents, successors and assigns, harmless from and against, and defend each o f t hem 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 Facilit ies 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 Sublease peaceably and quietly have, ho ld and enjo y t he Facilit ies without suit, trouble or hindrance from the Authorit y. SECTION 8.04.Authority Not Liable. The Authority and it s members, directors, officers, agents and employees shall not be liable to the Count y or to any other party who mso ever for any death, injury or damage that may result to any person or property by or fro m a ny cause whatsoever in, on or about the Facilit ies. The Count y,to the extent permitted by law, shall indemnify and ho ld t he Authorit y a nd its members, directors, officers, agents and employees, harmless fro m,and defend each of them against, any and all claims, liens and judgments arising from the operation of t he Facilities, including, without limitat io n, death o f o r injury to any person or damage to property whatsoever occurring in, on or about the Facilities regardless o f responsibilit y fo r negligence, but excepting the act ive negligence of the person or ent it y seeking indemnit y. SECTION 8.05.Assignment and Subleasing. Neither this Sublease nor any int erest of the County hereunder shall be mortgaged, pledged, assigned, sublet or transferred by the Count y by vo luntary act or by operation of law or otherwise, except with the prior written consent of the Authorit y,which, in the case of s ubletting, 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 obligat io n of the County to make the Base Rental Payments and Addit io nal Payments required hereunder. OHS West:260514602.6 21 SECTION 8.06.Title to Facilities. During the term of this Sublease, the Authority shall ho ld a leaseho ld estate to the Facilities and any and all addit io ns which co mpr ise fixtures, repairs, replacement or modifications thereof, except for those fixtures, repairs, replacements or modifications which are added thereto by the Count y and which may be removed without damaging the Facilities, and except for any items added to the Facilit ies by the County pursuant to Section 4.02 hereo f.This provision shall not operate to the benefit of any insurance company if there is a rental int erruption covered by insurance pursuant to Section 5.03 hereo f. Upon the termination or expiration of t his Sublease, the Authorit y s hall execute such conveyances, deeds and other documents as may be necessary to evidence the ownership of the Facilit ies by the Count y and to clarify the tit le o f t he County on the record thereof. SECTION 8.07.Tax Covenants. The County and the Authorit y s hall 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 that are issued as tax-exempt Bonds will be excluded fro m gross income for federal inco me 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 inco me t ax purposes. If at any time the Count y o r the Authorit y is o f t he opinio n t hat for purposes of this Sect io n it is necessary to restrict or limit the yield on or change in any way the investme nt of any mo neys held by the Trustee or the County or the Authority under this Sublease or the Trust Agreement, the Count y o r the Authorit y s hall so instruct the Trustee or the appropriate officials of the Count y in writ ing, and the Trustee or the appropriate officials of the Count y,as the case may be, shall take such act io ns as may be necessary in accordance with such instructions. In furtherance of the covenants of the County and the Authorit y set forth above, the County will co mp ly with the Tax Certificate and will instruct the Trustee in writ ing as necessary to comply with the Tax Cert ificate. The Trustee and the Authorit y ma y conclusively rely on any such written instructions, and the County hereby agrees to hold harmless the Trustee and the Authorit y fo r any lo ss, claim, damage, liabilit y or expense incurred by the Authorit y a nd the Trustee for any act io ns taken by the Authority or the Trustee in accordance with suc h instructions. SECTION 8.08.Taxes. The Count y s hall pay or cause to be paid all taxes and assessments of any t ype or nature charged to the Authorit y o r affect ing the Facilit ies 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 Sublease as and when the same beco me due. The Count y s hall also pay directly such amounts, if any, in each year as shall be required by the Authorit y fo r the payment of all license and registration fees and all taxes (including, wit hout limitat io n, inco me, excise, license, franchise, capital stock, recording, sales, use, value-added, property, occupational, excess profits and stamp taxes), levies, imposts, duties, charges, withho ld ings, assessments and governmental charges of a ny nature whatsoever, together OHS West:260514602.6 22 with any addit io ns to tax, penalties, fines or interest thereon, including, without limitat io n, penalt ies, fines or interest arising out of any delay or failure by the County to pay any o f t he fo regoing or failure to file or furnish to the Authorit y or the Trustee for filing in a timely manner any returns, hereinafter levied or imposed against the Authority o r the Facilit ies, 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 Count y ma y, 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 u nless the Authority or the Trustee shall notify the County that, in the opinio n o f independent counsel, by nonpayment of any such items, the interest of the Authority in the Facilit ies will be materially endangered or the Facilit ies, or any part thereof, will be subject to loss or forfeiture, in which event the Count y shall promptly pay such taxes, assessments or charges or provide the Authorit y w it h fu ll securit y against any loss which may result from nonpayment, in form sat is factory to the Authority and the Trustee. SECTION 8.09.Authority’s Purpose. The Authorit y co venants that, prior to the discharge of this Sublease, it will not engage in any activit ies inconsistent with the purposes fo r which the Authority is organized. SECTION 8.10.Purpose of Lease. The County covenants that during the term of this Sublease, except as hereinafter provided, (a) it will use, or cause the use of, the Facilit ies for public purposes and for the purposes for which the Facilities are customarily used, (b) it will not vacate or abandon the Facilit ies or any part thereof, and (c) it will not make any use o f t he Facilities which would jeopardize in any way the insurance coverage required to be maintained pursuant to Article V hereof. SECTION 8.11.Essential Use. The Facilit ies are essent ia l to the proper, efficient and economic operation of the County a nd serve an essential governmental function of the County. 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 WARRANTY WITH RESPECT THERETO. THE COUNTY ACKNOWLEDGES THAT THE AUTHORITY IS NOT A MANUFACTURER OF THE FACILITIES 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 Authorit y be liable for any incidental, indirect, special or consequential OHS West:260514602.6 23 damage in connection wit h or arising out of t his Sublease or the existence, furnishing, funct io ning or the County’s use of any item or products or services provided for in this Sublease. SECTION 9.02.Vendor’s Warrant ie s. The Authority hereby irrevocably appoints the Count y it s agent and attorney-in-fact during the term of this Sublease, so long as the County shall not be in default hereunder, to assert from time to time whatever claims and rights, including warrant ies of the Facilit ies, which the Authority may have against the manufacturers, vendors and contractors of the Facilities. The County’s sole remedy for the breach of su ch warrant y,indemnificat io n or representation shall be against the manufacturer or vendor or contractor of the Facilit ies, and not against the Authority, nor shall such matter have any effect whatsoever on the rights and obligat io ns o f t he Authority with respect to this Sublease, 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 availabilit y o f such warrant ies o f t he manufacturer, vendor or contractor. SECTION 9.03.Use o f t he Facilit ies. The Count y w ill not install, use, operate or maintain the Facilit ies improperly, carelessly, in vio lat io n of any applicable law or in a manner contrary to that contemplated by this Sublease. The Count y s hall provide all permits and licenses, if any, necessary for the installat io n and operation of the Facilit ies. In addit io n, the County agrees to comp ly in all respects (including, without limitatio n, with respect to the use, maintenance and operation of the Facilities) with all laws of the jurisdict io ns in which its operations may extend and any legislat ive, executive, administrative or judicial body exercising any power or jurisdict io n over the Facilit ies; provided, however, that the County ma y contest in good fait h t he validit y or applicat io n of any such law or rule in any reasonable manner which does not, in the opinio n o f t he Authorit y,adversely affect the estate of the Authority in and to the Facilit ies or its interest or rights under this Sublease. ARTICLE X MISCELLANEOUS SECTION 10.01.Law Governing. This Sublease shall be governed exclusively by the provisio ns hereo f a nd by the laws of the State of Califo rnia as the same fro m time to time exist. SECTION 10.02.Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designat io ns, requests, agreements or promises or other communicat io ns hereunder by either party to the other shall be in writ ing and shall be sufficient ly 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 Ad ministration Building 651 Pine Street Martinez, California 94553 OHS West:260514602.6 24 Wit h respect to insurance matters: County of Contra Costa Risk Manager Risk Management Department 2530 Arno ld Dr ive Martinez, California 94553 cc: General Service Administration 1220 Morello Avenue, Suite 100 Martinez, CA 94553 If to the Authorit y:County of Contra Costa Public Financing Authorit y c/o County Ad ministrator County Ad ministration Building 651 Pine Street Martinez, California 94553 If to the Trustee:Wells Fargo Bank, National Association MAC #A0119-181 333 Market Street, 18th Floor San Francisco, California 94105 If to the Purchaser:Banc of America Public Capital Corp 14648 North Scottsdale Road, Suite 250 Scottsdale, Arizo na 85254 or to such other addresses as the respective part ies may fro m t ime 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 and the Purchaser. SECTION 10.03.Validit y and Severabilit y. If fo r any reason this Sublease shall be held by a court of co mpetent jurisdict io n to be vo id, vo idable, or unenforceable by t he Authority or by the Count y,or if for any reason it is held by such a court that any of t he covenants and conditions of the Count y hereunder, including the covenant to pay rentals hereunder, is unenforceable for the full term hereof, then and in such event this Sublease is and shall be deemed to be a lease under which the rentals are to be paid by the County a nnually in consideration o f t he right of the Count y t o possess, occupy and use the Facilit ies, and all of the rental and other terms, provisions and conditions of this Sublease, except to the extent that such terms, provisions and condit io ns are contrary to or inconsistent with such ho ld ing, shall remain in full force and effect. SECTION 10.04.Net-Net-Net Lease. This Sublease shall be deemed and construed to be a “net-net-net lease” and the Count y hereby agrees that the rentals provided for herein shall be an abso lute net return to the Authority, free and clear of any expenses, charges or set-offs whatsoever. OHS West:260514602.6 25 SECTION 10.05.Section Headings. All sect io n headings contained herein are for convenience o f reference only and are not intended to define or limit the scope of any provision of this Sublease. SECTION 10.06.Amendment or Terminat io n. The Authorit y and the County may at any t ime agree to the amendment or termination of this Sublease; provided, however, that the Authorit y a nd the Count y agree and recognize that this Sublease is entered into in accordance wit h t he terms of the Trust Agreement, and accordingly, that any such amendment or terminat io n shall only be made or effected in accordance with and subject to the terms of the Trust Agreement. SECTION 10.07.Execut io n. This Sublease 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 Sublease. It is also agreed that separate counterparts of this Sublease ma y 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 a nd the County. OHS West:260514602.6 26 IN WITNESS WHEREOF, the Authorit y a nd the County have caused this Sublease to be executed by t heir respect ive o fficers thereunto duly authorized, all as of t he day and year first above written. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, as Sublessor By: Chair At test:David J. Twa, Execut ive Director and Secretary By: Lisa Drisco ll County Finance Director County of Contra Costa COUNTY OF CONTRA COSTA, as Sublessee [SEAL]By Chair of the Board of Supervisors County of Contra Costa, State of California At test: David J. Twa, Clerk of the Board of Supervisors and County Ad ministrator By Chief Clerk Approved as to form: County Counsel OHS West:260514602.6 A-1 EXHIBIT A Description of the Facilities All that certain real property situated in the County o f Contra Costa, State of California, described as fo llo ws: The Discovery House The term “Discovery House” means the facilit y lo cated at 4645 Pacheco Boulevard in Martinez, California, together with parking, site development, landscaping, utilities, equipment, furnishings, improvements and appurtenant and related facilities, located on the real property described as fo llo ws: [Legal Descript io n] The District Attorney’s Office The term “District Attorney’s Office” means the building located at 900 Ward Street in Martinez, California, together with parking, site development, landscaping, utilit ies, equipment, furnishings, improvements and appurtenant and related facilities, located on the real property described as fo llo ws: [Legal Descript io n] OHS West:260514602.6 B-1 EXHIBIT B Base Rental Payment Schedule Base Rental Payment Date*Principal Interest Total Fiscal Year Total *Payable on the 15th da y of the preceding month. OHS West:260514602.6 C-1 EXHIBIT C Lease Term 2OHS West:260514602.6 D-2 EXHIBIT D Project 2009 Project The “2009 Project” means the acquisit io n, construction, improvement and/or equipping of the fo llo wing facilit ies, including, with reference to the Martinez Health Clinic, the expansio n of certain examinat io n rooms: Central County Employment and Human Services Department The Central County Employment and Human Services Department is the three-building complex in the Cit y o f P leasant Hill, California, located at 300, 400, and 500 Ellinwood Drive, together with parking, site development, landscaping, utilities, equipment, furnishings, improvements and appurtenant and related facilitie s. Employment and Human Services Building The Employment and Human Services Building is the building in the City of Ant io ch, California, located at 4545 Delta Fair Boulevard, together with parking, site development, landscaping, utilit ies, equipment, furnishings, improvements and appurtenant and related facilit ies. Martinez Health Clinic The Mart inez Healt h Clinic is the building in the Cit y o f Mart inez, California, located at 2500 Alhambra Avenue, together with parking, site development, landscaping, utilities, equipment, furnishings, improvements and appurtenant and related facilities. TABLE OF CONTENTS Page OHS West:260514602.6 i ARTICLE I DEFINITIONS ..............................................................................................2 SECTION 1.01.Definit io ns .........................................................................................2 ARTICLE II LEASE OF FACILITIES; TERM ..................................................................4 SECTION 2.01.Lease of Facilit ies ..............................................................................4 SECTION 2.02.Term; Occupancy ...............................................................................4 SECTION 2.03.Subst it ution ........................................................................................4 ARTICLE III RENTAL PAYMENTS; USE OF PROCEEDS..............................................5 SECTION 3.01.Base Rental Payments ........................................................................5 SECTION 3.02.Addit io nal Payments ..........................................................................6 SECTION 3.03.Fair Rental Value ...............................................................................7 SECTION 3.04.Payment Provisio ns ............................................................................7 SECTION 3.05.Appropriat io ns Covenant....................................................................8 SECTION 3.06.Rental Abatement ...............................................................................9 SECTION 3.07.Use of Proceeds..................................................................................9 ARTICLE IV MAINTENANCE; ALTERATIONS AND ADDITIONS ..............................9 SECTION 4.01.Maintenance and Utilit ies ...................................................................9 SECTION 4.02.Changes to the Facilit ies .....................................................................9 SECTION 4.03.Installat io n of Count y’s Equipment ....................................................9 ARTICLE V INSURANCE ..............................................................................................10 SECTION 5.01.Fire and Extended Coverage Insurance .............................................10 SECTION 5.02.Liabilit y Insurance ...........................................................................11 SECTION 5.03.Rental Interruption or Use and Occupancy Insurance .......................12 SECTION 5.04.Wo rker’s Compensat io n ...................................................................12 SECTION 5.05.Title Insurance.................................................................................12 SECTION 5.06.Insurance Proceeds; Form of Policies ...............................................13 ARTICLE VI DEFAULTS AND REMEDIES ...................................................................13 SECTION 6.01.Defaults and Remedies .....................................................................13 SECTION 6.02.Waiver .............................................................................................17 ARTICLE VII EMINENT DOMAIN; PREPAYMENT ......................................................17 SECTION 7.01.Eminent Domain ..............................................................................17 SECTION 7.02.Prepayment ......................................................................................17 SECTION 7.03.Option to Purchase; Sale of Personal Property ..................................19 ARTICLE VIII COVENANTS .............................................................................................19 SECTION 8.01.Right of Entry ..................................................................................19 SECTION 8.02.Liens ................................................................................................20 SECTION 8.03.Quiet Enjoyment ..............................................................................20 SECTION 8.04.Authority Not Liable ........................................................................20 TABLE OF CONTENTS (continued) Page OHS West:260514602.6 ii SECTION 8.05.Assignment and Subleasing ..............................................................20 SECTION 8.06.Title to Facilit ies ..............................................................................21 SECTION 8.07.Tax Covenants .................................................................................21 SECTION 8.08.Taxes ...............................................................................................21 SECTION 8.09.Authority’s Purpose..........................................................................22 SECTION 8.10.Purpose of Lease ..............................................................................22 SECTION 8.11.Essential Use ....................................................................................22 ARTICLE IX DISCLAIMER OF WARRANTIES; VENDOR’S WARRANTIES; USE OF THE FACILITIES .........................................................................22 SECTION 9.01.Disclaimer of Warrant ies ..................................................................22 SECTION 9.02.Vendor’s Warrant ie s ........................................................................23 SECTION 9.03.Use of the Facilit ies ..........................................................................23 ARTICLE X MISCELLANEOUS ....................................................................................23 SECTION 10.01.Law Governing ................................................................................23 SECTION 10.02.Notices .............................................................................................23 SECTION 10.03.Validit y a nd Severabilit y ..................................................................24 SECTION 10.04.Net-Net-Net Lease ...........................................................................24 SECTION 10.05.Section Headings..............................................................................25 SECTION 10.06.Amendment or Terminat io n .............................................................25 SECTION 10.07.Execut io n .........................................................................................25 EXHIBIT A Descript io n of the Facilit ies .......................................................................A-1 EXHIBIT B Base Rental Payment Schedule ..................................................................B-1 EXHIBIT C Lease Term ................................................................................................C-1 EXHIBIT D Project .......................................................................................................D-2 2611150.01.08.doc 4000303 COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (CAPITAL PROJECTS PROGRAM), 2009 SERIES A _______________________________ BOND PURCHASE CONTRACT _______________________________ ________, 2009 County of Contra Costa Public Financing Authority County Administrator’s Office 651 Pine Street, 11th Floor Martinez, California 94553 County of Contra Costa County Administrator’s Office 651 Pine Street, 11th Floor Martinez, California 94553 Ladies and Gentlemen: The undersigned, Banc of America Public Capital Corp (the “Purchaser”), offers to purchase from County of Contra Costa Public Financing Authority (the “Issuer”), all (but not less than all) of the $_________ Lease Revenue Bonds (Capital Projects Program) 2009 Series A of the Issuer (the “Bonds”). This offer is made subject to acceptance by the Issuer and the County of Contra Costa (the “County”) of this Bond Purchase Contract (the “Agreement”) on or before 11:59 p.m., California Time, on the date hereof. Upon the Issuer’s and the County’s acceptance of this offer, it will be binding upon the Issuer, the County and the Purchaser. 1. Upon the terms and conditions and upon the basis of the representations set forth herein, the Purchaser hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Purchaser, the Bonds. The terms of the Bonds shall be as set forth in Exhibit A hereto and the purchase price to be paid and the place and date of delivery and payment for the Bonds (the “Closing”) are as set forth in Exhibit A hereto. 2. The County has provided certain information (the “County Information”) to the Purchaser in connection with the Purchaser’s consideration of an investment in the Bonds, including the items listed in Exhibit B hereto. 3. The Bonds are being issued pursuant to the Constitution and the laws of the State of California (the “State”), resolutions adopted by the Issuer and the County and a Trust Agreement, dated as of May 1, 2009 (the “Trust Agreement”), between the Issuer and Wells - 2 - Fargo Bank, National Association, as trustee (the “Trustee”). All capitalized terms used herein but not otherwise defined shall have the meaning as set forth in the Trust Agreement. The proceeds of the Bonds will be applied to: (i) reimburse the County for the costs of financing the construction, acquisition, improvement and installation of various capital projects (collectively, the “Project”); and (ii) pay certain costs associated with the issuance of the Bonds. The Bonds shall be payable and subject to redemption as provided in the Trust Agreement and as set forth in Exhibit A attached hereto. The Bonds are limited obligations of the Issuer payable solely from certain revenues of the Issuer, consisting primarily of Base Rental Payments to be made by the County to the Issuer for the use and occupancy of certain Facilities pursuant to a Sublease (Capital Projects Program), dated as of May 1, 2009 (the “Sublease”), between the Issuer and the County. Base Rental Payments are an obligation of the County’s General Fund and, therefore, are not limited by or to any particular revenue source of the County. The obligation of the County to make Base Rental Payments is payable from current funds which are budgeted and appropriated or otherwise legally available therefor. The County has covenanted in the Sublease to take such action as may be necessary to include all Base Rental Payments due under the Sublease in its annual budgets and to make necessary annual appropriations for all such Base Rental Payments. The Issuer and the County have entered into a Site Lease, dated as of May 1, 2009 (the “Site Lease”), pursuant to which the County has leased the Facilities to the Issuer. Pursuant to the Trust Agreement, the Issuer has assigned to the Trustee certain of its interests in the Sublease, including the right to receive Base Rental Payments. The Trust Agreement, the Sublease, the Site Lease and the Bonds shall be collectively referred to herein as the “Issuer Legal Documents.” The Sublease and the Site Lease shall be collectively referred to herein as the “County Legal Documents.” 4. The Issuer represents and covenants to the Purchaser that: (a) The Issuer has taken official action by resolution (the “Issuer Resolution”) adopted by at least a majority of the members of the Issuer Board of Directors at a meeting duly called, noticed and conducted, at which a quorum was present and acting throughout, on _______, 2009, all action necessary to be taken by it for the execution and delivery of the Issuer Legal Documents and this Agreement and for the due performance of the Issuer Legal Documents and this Agreement, and any and all action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated hereby and thereby has been taken, and the Issuer Resolution has not been modified or amended and is in full force and effect; (b) The Issuer is a joint exercise of powers agency duly organized and validly existing pursuant to the Constitution and laws of the State with the full power and authority to adopt the Issuer Resolution, to issue the Bonds for the purposes described in the Trust Agreement and to enter into and perform its duties under the Issuer Legal Documents and this Agreement, and to consummate the transactions contemplated hereby and thereby; - 3 - (c) This Agreement constitutes, and upon their issuance and delivery, the Issuer Legal Documents will each constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally, to the application of equitable principles, to the exercise of judicial discretion and to the limitations on legal remedies against joint powers authorities in California; and the execution and delivery of the Issuer Legal Documents and this Agreement, and compliance with the provisions of the Issuer Legal Documents and this Agreement will not conflict with or constitute a breach of or a default under any applicable law or administrative regulation of the State or the United States, or any applicable judgment or decree or any lease, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or is otherwise subject, nor will any such execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer under the terms of any such California or federal law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Issuer Legal Documents; (d) The Issuer is not in material breach of or in material default under any existing law or administrative regulation of the State or the United States or any applicable judgment or decree or any lease, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute a material default under any such instrument; (e) There is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any California or federal court, public board or body pending or, to the best knowledge of the Issuer after due inquiry, threatened against the Issuer, wherein an unfavorable decision, ruling or finding would: (i) adversely affect the creation, organization, existence or powers of the Issuer, or the titles of its members or officers, (ii) enjoin or restrain the issuance, sale or delivery of the Bonds or the receipt of Base Rental Payments under the Sublease or challenging, directly or indirectly, the location of the Facilities, or the proceedings to lease the Facilities from the County, (iii) in any way question or adversely affect any authority for the issuance of the Bonds, or the validity or enforceability of the Issuer Legal Documents or this Agreement, (iv) in any way question or adversely affect this Agreement, the Issuer Legal Documents or the transactions contemplated by this Agreement or any other agreement or instrument to which the Issuer is a party relating to the issuance of the Bonds, or (v) in any way question or affect the federal tax-exempt status of the interest on the Bonds; (f) There is no consent, approval, authorization or other order of, or filing or registration with, or certification by, any regulatory authority having jurisdiction over the Issuer required for the execution and delivery of this Agreement or the execution, - 4 - delivery and sale of the Bonds to the Purchaser or the consummation by the Issuer of the other transactions contemplated by this Agreement or the Issuer Legal Documents; (g) The Bonds will be issued in accordance with the Trust Agreement; (h) The Bonds will be validly issued and outstanding obligations of the Issuer, entitled to the benefits of the Trust Agreement, and the Trust Agreement will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and lien on the Revenues (as defined in the Trust Agreement) and the funds and accounts pledged under the Trust Agreement, subject only to the provisions of the Trust Agreement permitting the application thereof on the terms and conditions set forth in the Trust Agreement; (i) The Issuer shall apply the proceeds of the Bonds, and earnings thereon, in accordance with the Trust Agreement; (j) The Issuer is not presently contemplating taking any action which, to its knowledge, would result in a material adverse change in the value of the Bonds to the Purchaser; (k) The Issuer is not in default, and at no time has defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding; and (l) Any certificate signed by a duly authorized officer of the Issuer and delivered to the Purchaser pursuant to this Agreement or any document contemplated hereby shall be deemed a representation and warranty by the Issuer to the Purchaser as to the statements made therein and that such officer shall have been duly authorized to execute the same. 5. The County represents and covenants to the Purchaser that: (a) The County has taken official action by resolution (the “County Resolution”) adopted by at least four-fifths of the members of the County Board of Supervisors at a meeting duly called, noticed and conducted, at which a quorum was present and acting throughout, on _______, 2009, all action necessary to be taken by it for the execution and delivery of the County Legal Documents and this Agreement and for the due performance of the County Legal Documents and this Agreement, and any and all action as may be required on the part of the County to carry out, give effect to and consummate the transactions contemplated hereby and thereby has been taken, and the County Resolution has not been modified or amended and is in full force and effect; (b) The County is a political subdivision, duly organized and existing under the laws of the Constitution and the State and has all necessary power and authority to adopt the County Resolution, to enter into and perform its duties under the County Legal - 5 - Documents and this Agreement, and to consummate the transactions contemplated hereby and thereby; (c) This Agreement constitutes, and upon their issuance and delivery, the County Legal Documents will each constitute, legal, valid and binding obligations of the County enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally, to the application of equitable principles, to the exercise of judicial discretion and to the limitations on legal remedies against counties in California; and the execution and delivery of the County Legal Documents and this Agreement, and compliance with the provisions of the County Legal Documents and this Agreement will not conflict with or constitute a breach of or a default under any applicable law or administrative regulation of the State or the United States, or any applicable judgment or decree or any lease, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the County is a party or is otherwise subject, nor will any such execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the County under the terms of any such California or federal law, administrative regulation, judgment or decree or any lease, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the County Legal Documents; (d) The County is not in material breach of or in material default under any existing law or administrative regulation of the State or the United States or any applicable judgment or decree or any lease, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the County is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute a material default under any such instrument; (e) There is no action, suit, proceeding or investigation at law or in equity, before or by any court, public board or body pending or, to the best knowledge of the County after due inquiry, threatened against the County, wherein an unfavorable decision, ruling or finding would: (i) adversely affect the creation, organization, existence or powers of the County, or the titles of its members or officers, (ii) enjoin or restrain the issuance, sale and delivery of the Bonds or the payment of Base Rental Payments under the Sublease or challenging, directly or indirectly, the location of the Facilities, or the proceedings to lease the Facilities from the Issuer, (iii) in any way question or adversely affect any authority for the issuance of the Bonds, or the validity or enforceability of the Bonds, the County Legal Documents or this Agreement, (iv) in any way question or adversely affect this Agreement, the County Legal Documents or the transactions contemplated by this Agreement or any other agreement or instrument to which the County is a party relating to the issuance of the Bonds or (v) in any way question or affect the federal tax-exempt status of the interest on the Bonds; - 6 - (f) There is no material consent, approval, authorization or other order of, or filing or registration with, or certification by, any regulatory authority having jurisdiction over the County required for the execution and delivery of this Agreement or the execution, delivery and sale of the Bonds to the Purchaser or the consummation by the County of the other transactions contemplated by this Agreement or the County Legal Documents; (g) The Bonds will be issued in accordance with the Trust Agreement; (h) The Bonds will be validly issued and outstanding obligations of the Issuer, entitled to the benefits of the Trust Agreement, and the Trust Agreement will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and lien on the Revenues (as defined in the Trust Agreement) and the funds and accounts pledged under the Trust Agreement, subject only to the provisions of the Trust Agreement permitting the application thereof on the terms and conditions set forth in the Trust Agreement; (i) Except as disclosed to the Purchaser, there has not been any material adverse change in the financial condition of the County since June 30, 2008 and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such material adverse change. The financial statements of, and other financial information regarding the County that have been provided to the Purchaser fairly present the financial position and results of the operations of the County as of the dates and for the periods therein set forth (i) the audited financial statements have been prepared in accordance with the generally accepted accounting principles consistently applied, and (ii) the other financial information provided to the Purchaser has been determined on a basis substantially consistent with that of the County’s audited financial statements provided to the Purchaser; (j) The County is not presently contemplating taking any action which, to its knowledge, would result in a material adverse change in the value of the Bonds to the Purchaser; (k) The County is not in default, and at no time has defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding; (l) Any certificate signed by a duly authorized official of the County and delivered to the Purchaser pursuant to this Agreement or any document contemplated hereby shall be deemed a representation and warranty by the County to the Purchaser as to the statements made therein and that such officer shall have been duly authorized to execute the same; (m) The County Information provided to the Purchaser by the County is true and correct in all material respects as of the date made; and - 7 - (n) The County will provide the Purchaser with audited financial statements within two hundred seventy (270) days after each fiscal year end and agrees to deliver to the Purchaser any other financial information regarding the County that the Purchaser may from time to time reasonably request. 6. In connection with its purchase of the Bonds, the Purchaser represents and covenants to the Issuer that: (a) the Purchaser is a “Qualified Institutional Buyer” and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a purchase of the Bonds; (b) the Purchaser has conducted its own investigation into the merits and risks of an investment in the Bonds and has received, or been afforded access to, from the Issuer or the County or otherwise, all the information it deems necessary to make an investment decision with regard to the Bonds; (c) the Purchaser is acquiring the Bonds (i) for investment for its own account or (ii) for resale to an affiliated entity in which the Purchaser will retain an interest and which is a “Qualified Institutional Buyer,” and not with a view to, or for resale in connection with, any distribution of the Bonds; and (d) the Purchaser will deliver the letter attached as Exhibit ___ to the Trust Agreement on the Closing Date and agrees to the terms thereof. 7. As conditions to the Purchaser’s obligations hereunder: (a) From the time of the execution and delivery of this Agreement to the Closing Date, there shall not have been any (i) material adverse change in the financial condition or general affairs of the Issuer or the County; (ii) event, court decision, proposed law or rule that may have the effect of changing the federal income tax incidents of the Bonds or the contemplated transactions; (iii) international or national crisis, suspension of stock exchange trading or banking moratorium materially affecting, in the Purchaser’s opinion, the value of the Bonds to the Purchaser or (iv) a statement released by any rating agency regarding a downgrading, suspension or withdrawal of any rating on any bonds of the Issuer or the County which, in the reasonable opinion of the Purchaser, materially and adversely affects the value of the Bonds to the Purchaser. (b) The Purchaser hereby enters into this Agreement in reliance upon its own due diligence and the representations and warranties of the Issuer and the County contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Issuer, the County and the Trustee of their respective obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Purchaser under this Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the - 8 - representations and warranties of the Issuer and the County contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer, the County and the Trustee made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the Issuer, the County and the Trustee of their respective obligations to be performed hereunder and under the Issuer Legal Documents, at or prior to the Closing Date, and also shall be subject to the following additional conditions: (1) At the Closing, the Issuer Legal Documents shall have been duly authorized, executed and delivered by the respective parties thereto, all in substantially the forms heretofore submitted to the Purchaser, with only such changes as shall have been agreed to in writing by the Purchaser, and shall be in full force and effect, and the County Resolution and the Issuer Resolution shall each be in full force and effect; (2) On the Closing Date, all necessary action of the County and the Issuer relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect and will not have been amended, modified or supplemented; and (3) At or prior to the Closing Date, the Purchaser shall have received the following documents, in each case satisfactory in form and substance to the Purchaser: (i) Resolutions and Issuer Legal Documents. The Issuer Legal Documents, each duly executed and delivered by the respective parties thereto and a certified copy of each of the County Resolution and the Issuer Resolution; (ii) Opinion of Bond Counsel. The approving opinion of Bond Counsel dated the Closing Date, substantially in the form attached as Exhibit C hereto, and a reliance letter with respect thereto addressed to the Purchaser; (iii) Opinion of County Counsel. An opinion of County Counsel, as counsel to the County, with respect to the Bonds, dated the Closing Date and addressed to the County and the Purchaser, in substantially the form of Exhibit D; (iv) Opinion of Issuer Counsel. An opinion of County Counsel, as counsel to the Issuer, with respect to the Bonds, dated the Closing Date and addressed to the Issuer and the Purchaser, in substantially the form of Exhibit E; - 9 - (v) County Bring-Down Certificate. A certificate of the County dated the Closing Date and executed by a duly authorized officer of the County to the effect that: (a) The representations and warranties of the County contained in Section 5 hereof are true and correct on and as of the Closing Date as if made on the Closing Date; (b) The County has duly authorized by the County Resolution the execution and delivery of the County Legal Documents to be executed by it and the taking of any and all such action as may be required on the part of the County to carry out, give effect to and consummate the transactions contemplated thereby, and the County Resolution was adopted at a meeting duly noticed and at which a quorum was present, and the County Resolution has not been modified or amended and is in full force and effect; (c) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the County that has not been obtained is or will be required for the issuance and delivery of the Bonds or the consummation by the County of the other transactions contemplated by the County Legal Documents; (d) The execution and delivery by the County of the County Legal Documents and compliance with the terms of the County Legal Documents will not conflict with, or result in a violation or breach of, or constitute a default under, any lease, indenture, bond, note, resolution or any other agreement or instrument to which the County is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the County or any of its activities or properties; (e) The County is not in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any lease, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the County is a party or is otherwise subject which breach or default would materially adversely affect the ability of the County to perform its obligations under the County Legal Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a default or an event of default under any such instrument; and - 10 - (f) There is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court or governmental agency, public board or body pending or, to the best knowledge of the County after due inquiry, threatened against the County, affecting the existence of the County or seeking to prohibit, restrain or enjoin the issuance and delivery of the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, this Agreement or the County Legal Documents or contesting the powers of the County to enter into, adopt or perform its obligation under any of the foregoing, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated hereby, or which, in any way, would materially adversely affect the validity of the Bonds, the County Legal Documents, or any agreement or instrument to which the County is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or the exemption from taxation of interest on the Bonds; (vi) Issuer Bring-Down Certificate. A certificate of the Issuer dated the Closing Date and executed by a duly authorized officer of the Issuer to the effect that: (a) The representations and warranties of the Issuer contained in Section 4 hereof are true and correct on and as of the Closing Date as if made on the Closing Date; (b) The Issuer has duly authorized by the Issuer Resolution the execution and delivery of the County Legal Documents and the taking of any and all such action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated thereby, and the Issuer Resolution was adopted at a meeting duly noticed and at which a quorum was present, and the Issuer Resolution has not been modified or amended and is in full force and effect; (c) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Issuer that has not been obtained is or will be required for the issuance and delivery of the Bonds or the consummation by the Issuer of the other transactions contemplated by the Issuer Legal Documents; (d) The execution and delivery by the Issuer of the Issuer Legal Documents and compliance with the terms of the Issuer Legal Documents, will not conflict with, or result in a violation or breach of, or constitute a default under, any lease, indenture, bond, note, - 11 - resolution or any other agreement or instrument to which the Issuer is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Issuer or any of its activities or properties; (e) The Issuer is not in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any lease, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or is otherwise subject which breach or default would materially adversely affect the ability of the Issuer to perform its obligations under the Issuer Legal Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a default or an event of default under any such instrument; and (f) There is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court or governmental agency, public board or body pending or, to the best knowledge of the Issuer after due inquiry, threatened against the Issuer, affecting the existence of the Issuer or seeking to prohibit, restrain or enjoin the issuance and delivery of the Bonds, or in any way contesting or affecting the validity or enforceability of this Agreement or the Issuer Legal Documents or contesting the powers of the Issuer to enter into, adopt or perform its obligation under any of the foregoing, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated hereby, or which, in any way, would materially adversely affect the validity of the Bonds, the Issuer Legal Documents, or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or the exemption from taxation as set forth herein; (vii) Opinion of Counsel to Trustee. The opinion of Counsel to the Trustee, dated the Closing Date, addressed to the Issuer, the County and the Purchaser, to the effect that: (A) the Trustee has been duly incorporated as a national banking association under the laws of the United States and is in good standing under the laws of the United States, duly qualified to do business and to exercise trust powers therein, having full power and authority to enter into and to perform its duties as Trustee under the Trust Agreement, and has full power and authority to execute and deliver the Trust Agreement, and to perform its obligations thereunder; (B) the Bonds have been validly authenticated, registered and delivered by the Trustee; (C) no authorization, approval, consent or other - 12 - order of the State or any other governmental authority or agency within the State having jurisdiction over the Trustee, or, to such counsel’s knowledge after reasonable investigation, any other entity, is required for the valid authorization, execution, delivery and performance by the Trustee of the Trust Agreement; and (D) the execution and delivery of the Trust Agreement, and compliance by the Trustee with the provisions of the foregoing under the circumstances contemplated thereby, does not in any material respect conflict with or constitute on the part of the Trustee a breach or default under any agreements or other instrument to which the Trustee is a party (and of which such counsel is aware after reasonable investigation) or by which it is bound (and of which such counsel is aware after reasonable investigation) or any existing law, regulation, court order or consent decree to which the Trustee is subject; (viii) Trustee By-laws. Certified copies of excerpts from the bylaws of the Trustee authorizing the execution and delivery of the Trust Agreement; (ix) Certificate of the Trustee. A certificate of the Trustee, dated the Closing Date, signed by a duly authorized official, satisfactory in form and substance to the Purchaser, to the effect that: (A) the Trustee is a national banking association organized and existing under and by virtue of the laws of the United States, having the full power and being qualified to enter into and perform its duties under the Trust Agreement and to authenticate and deliver the Bonds to the Purchaser pursuant to the Trust Agreement; (B) the Trustee is duly authorized to enter into the Trust Agreement and to authenticate and deliver the Bonds to the Purchaser pursuant to the Trust Agreement; (C) the Bonds have been duly authenticated and delivered by the Trustee; (D) the execution and delivery of the Trust Agreement and compliance with the provisions on the part of the Trustee contained therein, does not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, note, resolution, agreement or other instrument to which the Trustee is a party or is otherwise subject (except that no representation or warranty need be made with respect to any federal or state securities or blue sky laws or regulations), nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by the Trustee pursuant to the Trust Agreement under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Trust Agreement; and (E) to the best knowledge of the Trustee after reasonable investigation, it has not been served with any action, suit, proceeding, inquiry or investigation in law or in equity, before or by any court, governmental agency, public board or body, nor is any such action - 13 - or other proceeding threatened against the Trustee, affecting the existence of the Trustee, or the titles of its officers to their respective offices or seeking to prohibit, restrain, or enjoin the execution and delivery of the Bonds, or in any way contesting or affecting the validity or enforceability of the Trust Agreement, or contesting the powers of the Trustee or its authority to enter into, adopt or perform its obligations under any of the foregoing to which it is a party, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds or the Trust Agreement or the power and authority of the Trustee to enter into and perform its respective duties under such agreements and to authenticate and deliver the Bonds to the Purchaser; (x) Arbitrage and Tax Certifications. Arbitrage and tax certifications by the Issuer and the County in form and substance acceptable to Bond Counsel and the Purchaser; (xi) 8038-G. Evidence that the federal tax information form 8038-G has been prepared for filing; (xii) Joint Exercise of Powers Agreement and Statement of Roster. A certified copy of the Issuer’s Joint Exercise of Powers Agreement and Statement of Roster; (xiii) Title Policy. A title policy satisfactory to the Purchaser relating to the Facilities; (xiv) California Debt and Investment Advisory Commission Filings. Evidence of the preliminary and final filings with the California Debt and Investment Advisory Commission pursuant to Section 8855(g) and 53583 of the California Government Code; and (xv) Miscellaneous. Such additional legal opinions, certificates, instruments and documents as the Purchaser may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the Issuer’s and the County’s representations and warranties contained herein and of the County Information and the due performance or satisfaction by the Issuer and the County on or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the Issuer and the County. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if they are in form and substance satisfactory to the Purchaser. Receipt of, and payment for, the Bonds shall constitute evidence of the satisfactory nature of such as to the Purchaser. The performance of any and all obligations of the Issuer and the County hereunder - 14 - and the performance of any and all conditions contained herein for the benefit of the Purchaser may be waived by the Purchaser in the Purchaser’s sole discretion. If the Issuer or the County shall be unable to satisfy the conditions to the obligations of the Purchaser to purchase, accept delivery of and pay for the Bonds contained in this Agreement, or if the obligations of the Purchaser to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate, and none of the Purchaser, the Issuer or the County shall be under further obligation hereunder; provided, however, that the respective obligations of the Issuer, the County and the Purchaser set forth in Section 8 hereof shall continue in full force and effect. 8. At Closing, the Issuer will pay to the Purchaser origination/legal fees in the amount of $___________ in respect of its purchase of the Bonds. The fees and disbursements of counsel to the Issuer, County Counsel and Bond Counsel, the fees and disbursements of the financial advisors to the Issuer and the County, the cost of preparing the Bonds, the fees of the Trustee for the Bonds and miscellaneous expenses of the Issuer incurred in connection with the offering and delivery of the Bonds shall all be the obligation of the Issuer. The Purchaser will pay other costs of the offering incurred by it, including, but not limited to, fees of its counsel, but shall have no responsibility for any other expenses associated with the issuance of the Bonds, including, but not limited to, the expenses identified above as the obligation of the Issuer. 9. This Agreement is intended to benefit only the parties hereto, and the Issuer’s and the County’s representations and warranties shall survive any investigation made by or for the Purchaser, delivery and payment for the Bonds and the termination of this Agreement. - 15 - 10. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Very truly yours, BANC OF AMERICA PUBLIC CAPITAL CORP, as Purchaser By Name: _________________________ Title: __________________________ Accepted on behalf of COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By _________________________________ Name: ___________________________ Title: ____________________________ COUNTY OF CONTRA COSTA By _________________________________ Name: ___________________________ Title: ____________________________ A-1 EXHIBIT A DESCRIPTION OF BONDS a. PURCHASE PRICE: $__________________. b. DENOMINATIONS: Equal to the aggregate principal amount of the Bonds. c. FORM: Fully Registered Bonds, without coupons, dated as of the date of issuance thereof. The Bonds shall be delivered in the form of a separate, single, certificated, fully registered Bond for each of the maturities set forth below, and each such Bond shall be registered in the name of the Purchaser, all as provided in the Trust Agreement. The Bonds shall be available, if so requested by the Purchaser, at such place as the Purchaser and the Issuer agree upon, for examination by the Purchaser at least 24 hours prior to the Closing and at Closing shall be delivered to the Purchaser. d. INTEREST PAYABLE: June 1 and December 1 of each year, commencing December 1, 2009. e. MATURITY SCHEDULE AND INTEREST RATES: Maturing on June 1, ____ and bearing interest at the rate per annum of ____%. f. REDEMPTION: The Bonds are subject to redemption prior to maturity as follows: [INSERT REDEMPTION PROVISIONS] g. CLOSING DATE: [May 21], 2009, or such other date mutually agreed to by the Issuer and the Purchaser. h. DELIVERY: Payment shall be made by wire transfer to the Trustee of the Purchase Price at Closing. Delivery of the Bonds and other documents shall be made at the offices of Orrick, Herrington & Sutcliffe LLP, 405 Howard St., San Francisco, California 94105, or such other place as shall have been mutually agreed upon by the Issuer and the Purchaser. i. ADDITIONAL CLOSING AND OTHER DOCUMENTS: [TO COME] B-1 EXHIBIT B COUNTY INFORMATION 1. Contra Costa County’s 2005 through 2008 Comprehensive Annual Financial Reports (CAFR) 2. Contra Costa County’s 2008/09 and 2009/10 Budgets 3. District Attorneys Building - Phase 1 Environmental Site Assessment dated 8/10/1999, and related information 4. Preliminary title insurance policies for the District Attorney building and Discovery House. C-1 EXHIBIT C FORM OF BOND COUNSEL OPINION [TO COME] D-1 EXHIBIT D FORM OF OPINION OF COUNTY COUNSEL [Letterhead of County Counsel] [Closing Date] County of Contra Costa Martinez, California Banc of America Public Capital Corp, as Purchaser Scottsdale, Arizona Re: County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects Program), 2009 Series A Ladies and Gentlemen: The undersigned has acted as counsel to the County of Contra Costa (the “County”) in connection with the execution and delivery by the County of Contra Costa Public Financing Authority (the “Authority”) of its Lease Revenue Bonds (Capital Projects Program), 2009 Series A (the “Bonds”). I have examined originals (or copies certified or otherwise identified to my satisfaction) of such documents, records and other instruments as I deem necessary or appropriate for the purposes of this opinion, including, without limitation: (i) those documents relating to the existence, organization and operation of the County; (ii) Resolution No. 2009-__, adopted by at least four-fifths of the County Board of Supervisors on _____, 2009 (the “Resolution”); (iii) all necessary documentation of the County relating to the authorization, execution and delivery of the Trust Agreement, dated as of May 1, 2009 (the “Trust Agreement”) between the Authority and Wells Fargo Bank, National Association, as trustee (the “Trustee”); the Sublease (Capital Projects Program), dated as of May 1, 2009 (the “Sublease”), between the Authority and the County; the Site Lease, dated as of May 1, 2009 (the “Site Lease”), between the Authority and the County; and the Bond Purchase Contract, dated _________, 2009, relating to the Bonds (the “Purchase Contract”), among the Authority, the County and Banc of America Public Capital Corp, (the “Purchaser”). The Sublease and the Site Lease shall be collectively referred to herein as the “County Legal Documents.” All capitalized terms used herein and not otherwise defined shall have the meaning given to such terms as set forth in the Trust Agreement. Based on the foregoing, I am of the opinion that: 1. The County is a political subdivision, organized, operating and existing under the Constitution and laws of the State of California, and the County has duly and validly adopted the Resolution at a meeting of the Board of Supervisors of the County which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the Resolution has not been modified or amended and is in full force and effect. D-2 2. Each of the County Legal Documents and the Purchase Contract has been duly authorized, executed and delivered by the County, and, assuming due authorization, execution and delivery by the other parties thereto, each constitutes a legal, valid and binding agreement of the County enforceable against the County in accordance with its respective terms, subject to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, to the exercise of judicial discretion, to the application of equitable principles if equitable remedies are sought and to limitations on remedies against counties in the State of California. 3. To the best of my knowledge after reasonable investigation, no approval, consent or authorization of any governmental or public agency, authority or person is required for the adoption of the Resolution or the execution and delivery by the County of the Sublease, the Site Lease, or the Purchase Contract or the performance by the County of its obligations under the County Legal Documents or the Purchase Contract which has not been obtained. 4. To the best of my knowledge after reasonable investigation, the issuance of the Bonds, the execution and delivery of the Sublease, the Site Lease and the Purchase Contract by the County, the adoption of the Resolution, and compliance with the provisions of the County Legal Documents, the Purchase Contract and the Resolution and the performance by the County of its obligations thereunder will not in any material respect conflict with or constitute a breach of, or default under, any instrument relating to the organization, existence or operation of the County, or any commitment, agreement or other instrument to which the County is a party or by which it or its property is bound, or any ruling, regulation, ordinance, judgment, order or decree to which the County (or any of its officers in their respective capacities as such) is subject or any provision of the laws of the State of California relating to the County and its affairs. 5. There is no action, suit, proceeding, inquiry or investigation at law or in equity, before any court, public board or body pending as to which service of process has been made or, to the best of my knowledge after due inquiry, threatened against the County in any way affecting the existence of the County or the titles of its officers to their respective offices, in any way contesting or affecting the validity of the County Legal Documents or the Purchase Contract, the issuance, sale or delivery of the Bonds or any of the transactions contemplated by the County Legal Documents or the Purchase Contract or the validity of the proceedings taken by the County in connection with the authorization, issuance and sale of the Bonds or the execution or delivery of the County Legal Documents or the Purchase Contract, wherein any unfavorable decision, ruling or finding would adversely affect the transactions contemplated thereby, or which, in any way, would adversely affect the validity or enforceability of the Resolution, the Bonds, the County Legal Documents or the Purchase Contract, or which would in any material respect affect the ability of the County to perform its obligations under the County Legal Documents or the Purchase Contract. Very truly yours, _________________________________ County Counsel E-1 EXHIBIT E FORM OF OPINION OF AUTHORITY COUNSEL [Letterhead of Authority Counsel] [Closing Date] County of Contra Costa Public Financing Authority Martinez, California Banc of America Public Capital Corp, as Purchaser Scottsdale, Arizona Re: County of Contra Costa Public Financing Authority Lease Revenue Bonds (Capital Projects Program), 2009 Series A Ladies and Gentlemen: The undersigned has acted as counsel to the County of Contra Costa Public Financing Authority (the “Authority”) in connection with the execution and delivery by the Authority of its Lease Revenue Bonds (Capital Projects Program), 2009 Series A (the “Bonds”). I have examined originals (or copies certified or otherwise identified to my satisfaction) of such documents, records and other instruments as I deem necessary or appropriate for the purposes of this opinion, including, without limitation: (i) those documents relating to the existence, organization and operation of the Authority; (ii) Resolution No. 2009/__, adopted by at least a majority of the Authority Board of Directors on ______, 2009 (the “Authority Resolution”); (iii) all necessary documentation of the Authority relating to the authorization, execution and delivery of the Trust Agreement, dated as of May 1, 2009 (the “Trust Agreement”) between the Authority and Wells Fargo Bank, National Association, as trustee (the “Trustee”); the Sublease (Capital Projects Program), dated as of May 1, 2009 (the “Sublease”), between the Authority and the County; the Site Lease, dated as of May 1, 2009, (the “Site Lease”), between the Authority and the County; and the Bond Purchase Contract, dated ____, 2009, relating to the Bonds (the “Purchase Contract”), among the Authority, the County and Banc of America Public Capital Corp, (the “Purchaser”). The Trust Agreement, the Sublease, the Site Lease and the Bonds shall be collectively referred to herein as the “Authority Legal Documents.” All capitalized terms used herein and not otherwise defined shall have the meaning given to such terms as set forth in the Trust Agreement. Based on the foregoing, I am of the opinion that: 1. The Authority is a joint exercise of powers agency duly organized and validly existing pursuant to the Constitution and laws of the State of California with the full power and authority to adopt the Authority Resolution, and the Authority has duly and validly adopted the Authority Resolution at a meeting of the Board of Directors of the Authority which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the Authority Resolution has not been modified or amended and is in full force and effect. E-2 2. Each of the Authority Legal Documents and the Purchase Contract has been duly authorized, executed and delivered by the Authority, and, assuming due authorization, execution and delivery by the other parties thereto, each constitutes a legal, valid and binding agreement of the Authority enforceable against the Authority in accordance with its respective terms, subject to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, to the exercise of judicial discretion, to the application of equitable principles if equitable remedies are sought and to limitations on remedies against counties in the State of California. 3. To the best of my knowledge after reasonable investigation, no approval, consent or authorization of any governmental or public agency, authority or person is required for the adoption of the Authority Resolution, the issuance of the Bonds or the execution and delivery by the Authority of the Trust Agreement, the Sublease, the Site Lease, the Bonds or the Purchase Contract or the performance by the Authority of its obligations under the Authority Legal Documents or the Purchase Contract which has not been obtained. 4. To the best of my knowledge after reasonable investigation, the issuance of the Bonds, the execution and delivery of the Trust Agreement, the Sublease, the Site Lease, the Bonds and the Purchase Contract by the Authority, the adoption of the Authority Resolution, and compliance with the provisions of the Authority Legal Documents, the Purchase Contract and the Authority Resolution and the performance by the Authority of its obligations thereunder will not in any material respect conflict with or constitute a breach of, or default under, any instrument relating to the organization, existence or operation of the Authority, or any commitment, agreement or other instrument to which the Authority is a party or by which it or its property is bound, or any ruling, regulation, ordinance, judgment, order or decree to which the Authority (or any of its officers in their respective capacities as such) is subject or any provision of the laws of the State of California relating to the Authority and its affairs. 5. There is no action, suit, proceeding, inquiry or investigation at law or in equity, before any court, public board or body pending as to which service of process has been made or, to the best of my knowledge after due inquiry, threatened against the Authority in any way affecting the existence of the Authority or the titles of its officers to their respective offices, in any way contesting or affecting the validity of the Authority Legal Documents or the Purchase Contract, the issuance, sale or delivery of the Bonds or any of the transactions contemplated by the Authority Legal Documents or the Purchase Contract, or the validity of the proceedings taken by the Authority in connection with the authorization, issuance and sale of the Bonds or the execution or delivery of the Authority Legal Documents or the Purchase Contract, wherein any unfavorable decision, ruling or finding would adversely affect the transactions contemplated thereby, or which, in any way, would adversely affect the validity or enforceability of the Authority Resolution, the Authority Legal Documents or the Purchase Contract, or which would in any material respect affect the ability of the Authority to perform its obligations under the Authority Legal Documents or the Purchase Contract. Very truly yours, _________________________________ Authority Counsel