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HomeMy WebLinkAboutMINUTES - 12032013 - C.118RECOMMENDATION(S): 1. ADOPT Resolution No. 2013/449 authorizing the forms of and directing the execution and delivery of a seventh amendment to Facility and Master Site leases related to lease revenue bond issuances between 1999 and 2007 to release a certain parcel of real property consisting of vacant land located within the West County Detention Facility. 2. DIRECT the Public Works Department, Real Estate Division, to have said Seventh Amendment to Master Site Lease and Seventh Amendment to Facility Lease documents recorded in the Office of the County Recorder. FISCAL IMPACT: No fiscal impact. BACKGROUND: On October 15th, the Board of Supervisors authorized the Sheriff-Coroner to submit a grant proposal in response to a competitive Request for Proposals ("RFP") released by the California Board of State and Community Corrections to construct a 240-cell, high security facility (the "Facility") on the campus of the West County Detention Facility ("WCDF"). The Facility would also include approximately 20,000 square feet of new program space to compliment efforts to provide reentry services to County inmates regardless of classification. As part of that action, the Board of Supervisors, in an effort to receive additional preference from the State, declared its intent to release the portion of land identified for the new Facility from any existing title encumbrances. Today's action will remove the remaining encumbrance resulting in the vacant land holding clear title. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 12/03/2013 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Mary N. Piepho, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Timothy Ewell, (925)335-1036 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: December 3, 2013 David Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie L. Mello, Deputy cc: SHERIFF-CORONER - Chalk, PUBLIC WORKS- REAL ESTATE, ORRICK HERRINGTON & SUTCLIFFE LLP, TAMALPAIS ADVISORS, INC, BOARD OF STATE AND COMMUNITY CORRECTIONS - via Sheriff's Office, GRADY WILLIAMS ASSOCIATES C.118 To:Contra Costa County Public Financing Authority From:David Twa, County Administrator Date:December 3, 2013 Contra Costa County Subject:RESOLUTION AUTHORIZING THE FORMS OF AND DIRECTING THE EXECUTION AND DELIVERY OF A SEVENTH AMENDMENT TO FACILITY & MASTER SITE LEASES BACKGROUND: (CONT'D) EXISTING TITLE ENCUMBRANCES ON THE WCDF The County has leased certain real property and the improvements thereon to the Contra Costa County Public Financing Authority (the "Authority") pursuant to a Master Site Lease, dated as of February 1, 1999. The Authority has issued lease revenue bonds to finance various public capital improvements for the County, and to secure the bonds, has leased certain real property and the improvements to the County pursuant to a Facility Lease, also dated as of February 1, 1999. Both the Master Site and Facility leases have been amended six times since the original execution. Under the lease revenue bond construct, the County pays base rental payments to the Authority pursuant to the Facility Lease for the use and occupancy of certain facilities, including the West County Detention Facility, which rental payments are in amounts sufficient to pay debt service on the Bonds held by the Authority. REMOVAL OF TITLE ENCUMBRANCES It is proposed that the Authority enter into a Seventh Amendment to the Master Site Lease to release that parcel of real property from the Site Lease consisting of vacant land located within the WCDF, but on which no part of the operating WCDF is located and has been identified as the site of the proposed Facility. It is also proposed that the Authority enter into a Seventh Amendment to the Facility Lease to delete said parcel of vacant land from the real property leased pursuant to the Facility Lease consisting of the real property released pursuant to the Seventh Amendment to Master Site Lease. The release of such parcel from the Master Site Lease and the Facility Lease will not cause any reduction in the base rental payments of the County under the Facility Lease and the remaining property leased pursuant to the Facility Lease following such release will continue to have a fair rental value at least equal to the maximum amount of base rental payments becoming due in each fiscal year during the term of the amended Facility Lease. In addition, the release of property will not adversely affect the County’s use and occupancy of the facilities and the County, following such release, will continue to have “Good Merchantable Title” to the facilities as described in the amended Facility Lease. The proposed amendments of the Site Lease and the Facility Lease are permitted by Section 6.08 of the Trust Agreement, dated as of February 1, 1999, pursuant to which the Bonds are issued as the amendments will accurately describe the parcels intended or preferred by the parties to be leased and will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security given for the payment of the Bonds. Attached to this board order is the form of each the Seventh Amendments to the Master Site and Facility Leases, which have been prepared by bond counsel in consult with the County's financial advisor and county administration. CONSEQUENCE OF NEGATIVE ACTION: Negative action will result in the vacant land currently recommended as the SB1022 facility site remaining encumbered as collateral against certain lease revenue bond lease payments. If the County were to receive an SB1022 grant award, the state would likely not be able to issue its own lease revenue bonds against the property to fund the grant award. CHILDREN'S IMPACT STATEMENT: No impact. ATTACHMENTS Resolution No. 2013/449 Body of Resolution No. 2013/449 Seventh Amendment to Master Site Lease Seventh Amendment to Facility Lease C.118 2 OHSUSA:754689271.2 WHEREAS, the release of such parcel from the Site Lease and the Facility Lease will not cause any reduction in the base rental payments of the County under the Facility Lease and the remaining property leased pursuant to the Facility Lease following such release will continue to have a fair rental value at least equal to the maximum amount of base rental payments becoming due in each fiscal year during the term of the amended Facility Lease; WHEREAS, such release of property will not adversely affect the County’s use and occupancy of the Facilities and the County, following such release, will continue to have “Good Merchantable Title” to the Facilities as described in the amended Facility Lease; WHEREAS, the amendments of the Site Lease and the Facility Lease are permitted by Section 6.08 of the Trust Agreement, dated as of February 1, 1999, pursuant to which the Bonds are issued as the amendments will accurately describe the parcels intended or preferred by the parties to be leased and will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security given for the payment of the Bonds; WHEREAS, this Board has been presented with the form of each document referred to herein, and the Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such transaction; and WHEREAS, the Authority has full legal right, power and authority under the laws of the State of California to enter into the transactions hereinafter authorized; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the County of Contra Costa Public Financing Authority, as follows: Section 1. The foregoing recitals are true and correct and this Board so finds and determines. Section 2. The form of Seventh Amendment to Site Lease, on file with the Secretary of the Board of Directors, is hereby approved, and the Chair of the Board of Directors, the Vice Chair of the Board of Directors, the Executive Director of the Authority or the Assistant Executive Director of the Authority or any designee of such officials (the “Authorized Signatories”) and the Secretary of the Board of Directors or any Assistant Secretary of the Board of Directors (the “Secretary”) are hereby authorized and directed to execute and deliver the Seventh Amendment to Site Lease in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. The form of Seventh Amendment to Facility Lease, on file with the Secretary, is hereby approved, and any of the Authorized Signatories is hereby authorized and directed to execute and deliver, and the Secretary to attest, the Seventh Amendment to Facility Lease in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Body of Resolution No. 2013/449 3 OHSUSA:754689271.2 Section 4. The Authorized Signatories are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Body of Resolution No. 2013/449 4 OHSUSA:754689271.2 Section 5. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 3rd day of December, 2013. Chair of the Board of Directors County of Contra Costa Public Financing Authority ATTEST: Chief Deputy Clerk Body of Resolution No. 2013/449 OHSUSA:754689271.2 CLERK’S CERTIFICATE The undersigned, Chief Deputy Clerk of the Board of Supervisors of the County of Contra Costa on behalf of the Secretary of the County of Contra Costa Public Financing Authority, hereby certifies as follows: The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Directors of said Authority duly and regularly held at the regular meeting place thereof on the 3rd day of December, 2013, of which meeting all of the members of said Board of Directors had due notice and at which a majority thereof were present; and at said meeting said resolution was adopted by the following vote: AYES: NOES: An agenda of said meeting was posted at least 96 hours before said meeting at the County Administration Building, 651 Pine Street, Martinez, California, a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. The foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting; said resolution has not been amended, modified or rescinded since the date of its adoption; and the same is now in full force and effect. WITNESS my hand this _____ day of _____________, 2013. Chief Deputy Clerk Body of Resolution No. 2013/449 OHSUSA:754644232.4 Recording requested by and return to: COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY c/o Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 Attn: Mary A. Collins Exempt from Recording Fee Pursuant to Government Code Section 27383 SEVENTH AMENDMENT TO MASTER SITE LEASE between the COUNTY OF CONTRA COSTA and the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY Dated as of December 1, 2013 (Amending the Master Site Lease dated as of February 1, 1999, as amended by the First Amendment to Master Site Lease dated as of January 1, 2001, the Second Amendment to Master Site Lease dated as of May 1, 2001, the Third Amendment to Master Site Lease dated as of June 1, 2002, the Fourth Amendment to Master Site Lease dated as of July 1, 2002, the Fifth Amendment to Master Site Lease dated as of July 1, 2003 and the Sixth Amendment to Master Site Lease dated as of March 1, 2007) OHSUSA:754644232.4 SEVENTH AMENDMENT TO MASTER SITE LEASE This Seventh Amendment to Master Site Lease, dated as of December 1, 2013 between the COUNTY OF CONTRA COSTA, a political subdivision organized and existing under and by virtue of the laws of the State of California (the “County”), as lessor, and the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the “Authority”), as lessee, a joint exercise of power authority, duly organized and existing pursuant to an Agreement, dated April 7, 1992, entitled “County of Contra Costa Public Financing Authority Joint Exercise of Powers Agreement,” by and between the County of Contra Costa and the Contra Costa County Redevelopment Agency; W I T N E S S E T H WHEREAS, this Seventh Amendment to Master Site Lease is entered into in order to amend in certain respects a lease between the County and the Authority entitled “Master Site Lease ,” dated as of February 1, 1999 and recorded on March 4, 1999, in the office of the County Recorder of the County, under Recorder’s Instrument No. 99-0059811, as amended by the First Amendment to Master Site Lease, dated as of January 1, 2001 and recorded on January 25, 2001, in the office of the County Recorder of the County, under Recorder’s Instrument No. 2001-0017620, the Second Amendment to Master Site Lease, dated as of May 1, 2001 and recorded on May 10, 2001, in the office of the County Recorder of the County, under Recorder’s Instrument No. 2001-01-123402, the Third Amendment to Master Site Lease, dated as of June 1, 2002 and recorded on June 26, 2002 in the office of the County Recorder of the County under Recorder’s Instrument No. 2002-22-4906, the Fourth Amendment to Master Site Lease, dated as of July 1, 2002 and recorded on September 5, 2002 in the office of the County Recorder of the County under Recorder’s Instrument No. 2002-02-311941, the Fifth Amendment to Master Site Lease, dated as of July 1, 2003 and recorded on August 14, 2003 in the office of the County Recorder of the County under Recorder’s Instrument No. 2003-0402053 and the Sixth Amendment to Master Site Lease dated as of March 1, 2007 and recorded on March 13, 2007 in the office of the County Recorder of the County under Recorder’s Instrument No. 2007-23304 (together, the “Master Site Lease”); WHEREAS, the County proposes to further amend the Master Site Lease pursuant to this Seventh Amendment to Master Site Lease to release a certain parcel of real property consisting of vacant land located within the West County Detention Facility (the “Facility”) but on which no part of the operating Facility is located (the “Released Property”); NOW, THEREFORE, the parties hereto agree as follows: Section 1. This Seventh Amendment to Master Site Lease shall become effective on the date of recordation of this instrument in the office of the County Recorder of the County, or on January 1, 2014, whichever is earlier, and such date shall be hereinafter referred to as the “effective date.” Section 2. From and after the effective date of this instrument, the real property leased pursuant to the Master Site Lease is amended to read as set forth in Exhibit A attached to this Seventh Amendment to Master Site Lease. The parcel of real property heretofore described 2 OHSUSA:754644232.4 in the Facility Lease but not described in Exhibit A, such property being the Released Property described in Exhibit B attached to this Seventh Amendment to Master Site Lease, shall no longer be subject to or encumbered by the Master Site Lease and references to Facilities in the Master Site Lease shall hereafter exclude such parcel of real property and referenced to the Demised Premises in the Master Site Lease shall hereafter exclude the real property described in Exhibit B to this Seventh Amendment to Master Site Lease. Section 3. The term of the Master Site Lease shall end on June 15, 2028 for the real property identified in Exhibit A as the Martinez Health Center, June 15, 2028 for the real property identified in Exhibit A as the Juvenile Detention Facility and June 15, 2023, for the real property identified in Exhibit A as the Medical Center unless such term is extended or sooner terminated as provided in the Master Site Lease. Section 4. Except as in this Seventh Amendment to Master Site Lease expressly provided, the Master Site Lease shall continue in full force and effect in accordance with the terms and provisions thereof, as amended hereby. Section 5. If one or more of the terms, provisions, covenants or conditions of this Seventh Amendment to Master Site Lease shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Seventh Amendment to Master Site Lease shall be affected thereby, and each provision of this Seventh Amendment to Master Site Lease shall be valid and enforceable to the fullest extent permitted by law. Section 6. This Seventh Amendment to Master Site Lease may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. OHSUSA:754644232.4 IN WITNESS WHEREOF, the County and the Authority have caused this Seventh Amendment to Master Site Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. COUNTY OF CONTRA COSTA, as Lessor [SEAL] By Federal Glover Chair of the Board of Supervisors Attest: David Twa Clerk of the Board of Supervisors and County Administrator By Tiffany Lennear Chief Deputy Clerk COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, as Lessee By Federal Glover Chair Attest: David Twa, Executive Director and Secretary By Lisa Driscoll Deputy Executive Director A-1 OHSUSA:754644232.4 EXHIBIT A Demised Premises All that certain real property situated in the County of Contra Costa, State of California, described as follows: A-2 OHSUSA:754644232.4 A-3 OHSUSA:754644232.4 A-4 OHSUSA:754644232.4 A-5 OHSUSA:754644232.4 A-6 OHSUSA:754644232.4 A-7 OHSUSA:754644232.4 A-8 OHSUSA:754644232.4 A-9 OHSUSA:754644232.4 A-10 OHSUSA:754644232.4 A-11 OHSUSA:754644232.4 A-12 OHSUSA:754644232.4 A-13 OHSUSA:754644232.4 A-14 OHSUSA:754644232.4 A-15 OHSUSA:754644232.4 A-16 OHSUSA:754644232.4 A-17 OHSUSA:754644232.4 A-18 OHSUSA:754644232.4 A-19 OHSUSA:754644232.4 A-20 OHSUSA:754644232.4 A-21 OHSUSA:754644232.4 B-1OHSUSA:754644232.4 EXHIBIT B Released Property OHSUSA:754644232.4 CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) This is to certify that the interest in real property conveyed by the foregoing Seventh Amendment to Master Site Lease from the County of Contra Costa Public Financing Authority to the County of Contra Costa, a political subdivision of the State of California (the “County”), is hereby accepted by order of the Board of Supervisors of the County of Contra Costa on _______________________, and the County consents to recordation thereof by its duly authorized officer. COUNTY OF CONTRA COSTA, as Lessor [SEAL] By Federal Glover Chair of the Board of Supervisors County of Contra Costa, State of California Attest: David Twa Clerk of the Board of Supervisors and County Administrator By Tiffany Lennear Chief Deputy Clerk OHSUSA:754644232 CONSENT OF TRUSTEE The undersigned, as successor trustee under the Trust Agreement dated as of February 1, 1999, as amended, between the County of Contra Costa Public Financing Authority (the “Authority”) and the trustee, hereby acknowledges and consents to the execution and delivery of the Seventh Amendment to Master Site Lease dated as of December 1, 2013, between the County of Contra Costa (the “County”) and the Authority, relating to the Master Site Lease, dated as of February 1, 1999, as amended by the First Amendment to Master Site Lease, dated as of January 1, 2001, the Second Amendment to Master Site Lease, dated as of May 1, 2001, the Third Amendment to Master Site Lease, dated as of June 1, 2002, the Fourth Amendment to Master Site Lease, dated as of July 1, 2002, the Fifth Amendment to Master Site Lease, dated as of July 1, 2003 and the Sixth Amendment to Master Site Lease, dated as of March 1, 2007, between the County and the Authority. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer OHSUSA:754644232 CONSENT OF BOND INSURER The undersigned, as successor insurer (the “Insurer”) of a portion of the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 1999 Series A, issued pursuant to the Trust Agreement dated as of February 1, 1999, between the County of Contra Costa Public Financing Authority (the “Authority”) and Wells Fargo Bank, National Association as successor trustee, and as Insurer of the Authority’s Lease Revenue Bonds (Various Capital Projects), 2001 Series A issued pursuant to the First Supplemental Trust Agreement dated as of January 1, 2001, and as Insurer of the Authority’s Lease Revenue Bonds (Various Capital Projects), 2001 Series B issued pursuant to the Second Supplemental Trust Agreement dated as of May 1, 2001, and as Insurer of the Authority’s Lease Revenue Bonds (Various Capital Projects), 2002 Series A issued pursuant to the Third Supplemental Trust Agreement dated as of June 1, 2002, and as Insurer of the Authority’s Lease Revenue Bonds (Refunding and Various Capital Projects), 2002 Series B issued pursuant to the Fourth Supplemental Trust Agreement dated as of July 1, 2002, and as Insurer of the Authority’s Lease Revenue Bonds (Various Capital Projects), 2003 Series A issued pursuant to the Fifth Supplemental Trust Agreement dated as of July 1, 2003, and as Insurer of the Authority’s Lease Revenue Bonds (Refunding of Various Capital Projects) 2007 Series A, issued pursuant to the Sixth Supplemental Trust Agreement dated as of March 1, 2007, and as Insurer of the Authority’s Lease Revenue Bonds (Medical Center Refunding) 2007 Series B, issued pursuant to the Seventh Supplemental Trust Agreement dated as of August 1, 2007, hereby consents to the execution and delivery of the Seventh Amendment to Master Site Lease dated as of December 1, 2013, between the County of Contra Costa (the “County”) and the Authority, relating to the Master Site Lease, dated as of February 1, 1999, between the County and the Authority, as amended by the First Amendment to Master Site Lease, dated as of January 1, 2001, the Second Amendment to Master Site Lease, dated as of May 1, 2001, the Third Amendment to Master Site Lease, dated as of June 1, 2002, the Fourth Amendment to Master Site Lease, dated as of July 1, 2002, the Fifth Amendment to Master Site Lease, dated as of July 1, 2003 and the Sixth Amendment to Master Site Lease, dated as of March 1, 2007. NATIONAL PUBLIC FINANCE GUARANTEE CORPORATION By Authorized Officer OHSUSA:754642173.3 Recording requested by and return to: COUNTY OF CONTRA COSTA c/o Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 Attn: Mary A. Collins Exempt from Recording Fee Pursuant to Government Code Section 27383 SEVENTH AMENDMENT TO FACILITY LEASE by and between COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY and the COUNTY OF CONTRA COSTA Dated as of December 1, 2013 (Amending the Facility Lease (Various Capital Projects) dated as of February 1, 1999 as amended by the First Amendment to Facility Lease dated as of January 1, 2001, the Second Amendment to Facility Lease dated as of May 1, 2001, the Third Amendment to Facility Lease dated as of June 1, 2002, the Fourth Amendment to Facility Lease dated as of July 1, 2002, the Fifth Amendment to Facility Lease dated as of July 1, 2003 and the Sixth Amendment to Facility Lease dated as of March 1, 2007) OHSUSA:754642173.3 SEVENTH AMENDMENT TO FACILITY LEASE This Seventh Amendment to Facility Lease, dated as of December 1, 2013, between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority, duly organized and existing under and by virtue of the laws of the State of California (the “Authority”), as lessor, and the COUNTY OF CONTRA COSTA, a political subdivision organized and validly existing under the Constitution and laws of the State of California (the “County”), as lessee; W I T N E S S E T H: WHEREAS, the County has leased certain real property and the improvements thereon to the Authority pursuant to a lease, entitled “Master Site Lease” and dated as of February 1, 1999 and recorded on March 4, 1999 in the office of the County Recorder of the County, under Recorder’s Instrument No. 99-0059811; as amended by the First Amendment to Master Site Lease dated as of January 1, 2001 and recorded on January 25, 2001 in the office of the County Recorder of the County, under Recorder’s Instrument No. 01-17620, and the Second Amendment to Master Site Lease dated as of May 1, 2001 and recorded on May 10, 2001 in the office of the County Recorder of the County, under Recorder’s Instrument No. 01-123402 and the Third Amendment to Master Site Lease dated as of June 1, 2002 and recorded on June 26, 2002 in the office of the County Recorder of the County, under Recorder’s Instrument No. 2002-22-4906 and the Fourth Amendment to Master Site Lease dated as of July 1, 2002 and recorded on September 5, 2002 in the office of the County Recorder of the County, under Recorder’s Instrument No. 2002-02-311941 and the Fifth Amendment to Master Site Lease dated as of July 1, 2003 and recorded on August 14, 2003 in the office of the County Recorder of the County, under Recorder’s Instrument No. 2003-0402053 and the Sixth Amendment to Master Site Lease dated as of March 1, 2007 and recorded on March 13, 2007 in the office of the County Recorder of the County, under Recorder’s Instrument No. 2007-23304; WHEREAS, the County and the Authority have further amended said Master Site Lease pursuant to the Seventh Amendment to Master Site Lease to release a certain parcel of real property from the Site Lease consisting of vacant land located within the West County Detention Facility (the “Facility”) but on which no part of the operating Facility is located; WHEREAS, this Seventh Amendment to Facility Lease is entered into to amend in certain respects a lease between the Authority and the County entitled “Facility Lease (Various Capital Projects),” dated as of February 1, 1999 and recorded on March 4, 1999 in the office of the County Recorder of the County, under Recorder’s Instrument No. 99-0059812, as amended by the First Amendment to Facility Lease, dated as of January 1, 2001 and recorded on January 25, 2001 in the office of the County Recorder of the County, under Recorder’s Instrument No. 01-17621, the Second Amendment to Facility Lease, dated as of May 1, 2001 and recorded on May 10, 2001 in the office of the County Recorder of the County, under Recorder’s Instrument No. 01-123403, the Third Amendment to Facility Lease, dated as of June 1, 2002 and recorded on June 26, 2002 in the office of the County Recorder of the County, under Recorder’s Instrument No. 2002-22-4907, the Fourth Amendment to Facility Lease, dated as of July 1, 2002 and recorded on September 5, 2002 in the office of the County Recorder of the County, under Recorder’s Instrument No. 2002-02-311942 and the Fifth Amendment to Facility 2 OHSUSA:754642173.3 Lease, dated as of July 1, 2003 and recorded on August 14, 2003 in the office of the County Recorder of the County, under Recorder’s Instrument No. 2003-0402054 and the Sixth Amendment to Facility Lease, dated as of March 1, 2007 and recorded on March 13, 2007 in the office of the County Recorder of the County under Recorder’s Instrument No. 2007-23305 (together and as amended from time to time, the “Facility Lease”) to delete said parcel of vacant land from the real property leased pursuant to the Facility Lease consisting of the real property released pursuant to the Seventh Amendment to Master Site Lease (the “Released Property”), the real property descriptions of which is contained in Exhibit B to this Seventh Amendment to Facility Lease; and WHEREAS, this amendment to the Facility Lease is permitted pursuant to Section 10.06 of the Facility Lease and Section 6.08 of the Trust Agreement; NOW, THEREFORE, the parties hereto agree as follows: ARTICLE XVII RELEASE OF PROPERTY SECTION 17.01. Effective Date. This Seventh Amendment to Facility Lease shall become effective on the date of recordation of this instrument in the office of the County Recorder of the County, State of California, or on January 1, 2014, whichever is earlier, and such date of commencement shall be hereinafter referred to as the “effective date.” On the effective date the real property leased pursuant to the Facility Lease is amended to read as set forth in Exhibit A attached to this Seventh Amendment to Facility Lease. The Released Property described in Exhibit B to this Seventh Amendment to Facility Lease, which parcel is not included in the real property described in Exhibit A, shall no longer be subject to or encumbered by the Facility Lease and references to Facilities in the Facility Lease shall hereafter exclude such parcel of real property and references to the Demised Premises in the Facility Lease shall hereafter exclude the real property described in Exhibit B to this Seventh Amendment to Facility Lease. SECTION 17.02. Additional Definitions. From and after the effective date of this instrument, the following new definitions shall be added to Section 1.01 of the Facility Lease, in alphabetical order, to read as follows: “Released Property The term “Released Property” means the parcel of real property described in Exhibit B attached to the Seventh Amendment to Facility Lease.” “Seventh Amendment to Facility Lease The term “Seventh Amendment to Facility Lease” means that Seventh Amendment to Facility Lease between the Authority and the County, dated as of December 1, 2013, as originally 3 OHSUSA:754642173.3 executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof.” SECTION 17.03. Continuing Disclosure. The County hereby covenants and agrees that it will file the required notice of the release of the Released Property in order to comply with and carry out all of the provisions of the Continuing Disclosure Agreement relating to the Authority’s outstanding Bonds issued under the Trust Agreement. SECTION 17.04. Facility Lease in Full Force and Effect. Except as in this Seventh Amendment to Facility Lease expressly provided, the Facility Lease shall continue in full force and effect in accordance with the terms and provisions thereof, as amended and supplemented hereby. SECTION 17.05. Execution in Counterparts. This Seventh Amendment to Facility Lease may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Seventh Amendment to Facility Lease. It is also agreed that separate counterparts of this Seventh Amendment to Facility Lease may separately be executed by the Authority and the County, all with the same force and effect as though the same counterpart had been executed by both the Authority and the County. 4 OHSUSA:754642173.3 IN WITNESS WHEREOF, the Authority and the County have caused this Seventh Amendment to Facility Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. COUNTY OF CONTRA COSTA, as Lessee [SEAL] By Federal Glover Chair, Board of Supervisors County of Contra Costa, State of California Attest: David Twa Clerk of the Board of Supervisors and County Administrator By Tiffany Lennear Chief Deputy Clerk COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, Lessor By Federal Glover Chair Attest: David Twa, Executive Director and Secretary By Lisa Driscoll Deputy Executive Director A-1 OHSUSA:754642173.3 EXHIBIT A Demised Premises All that certain real property situated in the County of Contra Costa, State of California, described as follows: A-2 OHSUSA:754642173.3 A-3 OHSUSA:754642173.3 A-4 OHSUSA:754642173.3 A-5 OHSUSA:754642173.3 A-6 OHSUSA:754642173.3 A-7 OHSUSA:754642173.3 A-8 OHSUSA:754642173.3 A-9 OHSUSA:754642173.3 A-10 OHSUSA:754642173.3 A-11 OHSUSA:754642173.3 A-12 OHSUSA:754642173.3 A-13 OHSUSA:754642173.3 A-14 OHSUSA:754642173.3 A-15 OHSUSA:754642173.3 A-16 OHSUSA:754642173.3 A-17 OHSUSA:754642173.3 A-18 OHSUSA:754642173.3 A-19 OHSUSA:754642173.3 A-20 OHSUSA:754642173.3 A-21 OHSUSA:754642173.3 A-22 OHSUSA:754642173.3 A-23 OHSUSA:754642173.3 B-1 OHSUSA:754642173.3 EXHIBIT B Released Property OHSUSA:754642173 CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) This is to certify that the interest in real property conveyed by the foregoing Seventh Amendment to Facility Lease from the County of Contra Costa Public Financing Authority to the County of Contra Costa, a political subdivision of the State of California (the “County”), is hereby accepted by order of the Board of Supervisors of the County of Contra Costa on _______________________, and the County consents to recordation thereof by its duly authorized officer. COUNTY OF CONTRA COSTA, as Lessee [SEAL] By Federal Glover Chair, Board of Supervisors County of Contra Costa, State of California Attest: David Twa Clerk of the Board of Supervisors and County Administrator By Tiffany Lennear Chief Deputy Clerk OHSUSA:754642173 CONSENT OF TRUSTEE The undersigned, as successor trustee under the Trust Agreement dated as of February 1, 1999, as amended, between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the “Authority”) and the trustee, hereby acknowledges and consents to the execution and delivery of the SEVENTH AMENDMENT TO FACILITY LEASE dated as of December 1, 2013, between the Authority and the COUNTY OF CONTRA COSTA (the “County”) relating to the Facility Lease (Various Capital Projects) dated as of February 1, 1999, as amended by the First Amendment to Facility Lease dated as of January 1, 2001, the Second Amendment to Facility Lease dated as of May 1, 2001, the Third Amendment to Facility Lease dated as of June 1, 2002, the Fourth Amendment to Facility Lease dated as of July 1, 2002, the Fifth Amendment to Facility Lease dated as of July 1, 2003 and the Sixth Amendment to Facility Lease dated as of March 1, 2007, between the Authority and the County. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By Authorized Officer OHSUSA:754642173 CONSENT OF INSURER The undersigned, as successor insurer (the “Insurer”) of a portion of the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 1999 Series A, issued pursuant to the Trust Agreement dated as of February 1, 1999, between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the “Authority”) and Wells Fargo Bank, National Association as successor trustee, and as Insurer of the Authority’s Lease Revenue Bonds (Various Capital Projects), 2001 Series A, issued pursuant to the First Supplemental Trust Agreement, the Authority’s Lease Revenue Bonds (Various Capital Projects), 2001 Series B, issued pursuant to the Second Supplemental Trust Agreement, the Authority’s Lease Revenue Bonds (Various Capital Projects) 2002 Series A, issued pursuant to the Third Supplemental Trust Agreement, the Authority’s Lease Revenue Bonds (Refunding and Various Capital Projects) 2002 Series B, issued pursuant to the Fourth Supplemental Trust Agreement, the Authority’s Lease Revenue Bonds (Various Capital Projects), 2003 Series A, issued pursuant to the Fifth Supplemental Trust Agreement, the Authority’s Lease Revenue Bonds (Refunding of Various Capital Projects) 2007 Series A, issued pursuant to the Sixth Supplemental Trust Agreement and the Authority’s Lease Revenue Bonds (Medical Center Refunding) 2007 Series B, issued pursuant to the Seventh Supplemental Trust Agreement, hereby consents to the execution and delivery of the Seventh Amendment to Facility Lease dated as of December 1, 2013, between the Authority and the COUNTY OF CONTRA COSTA (the “County”) relating to the Facility Lease (Various Capital Projects) dated as of February 1, 1999, as amended by the First Amendment to Facility Lease, dated as of January 1, 2001, the Second Amendment to Facility Lease, dated as of May 1, 2001, the Third Amendment to Facility Lease dated as of June 1, 2002, the Fourth Amendment to Facility Lease dated as of July 1, 2002, the Fifth Amendment to Facility Lease dated as of July 1, 2003 and the Sixth Amendment to Facility Lease dated as of March 1, 2007 between the Authority and the County. NATIONAL PUBLIC FINANCE GUARANTEE CORPORATION By Authorized Officer TABLE OF CONTENTS Page -i- OHSUSA:754642173.3 ARTICLE XVII RELEASE OF PROPERTY ............................................................................ 2 SECTION 17.01. Effective Date ................................................................................ 2 SECTION 17.02. Additional Definitions ................................................................... 2 SECTION 17.03. Continuing Disclosure ................................................................... 3 SECTION 17.04. Facility Lease in Full Force and Effect .......................................... 3 SECTION 17.05. Execution in Counterparts .............................................................. 3 EXHIBIT A – Demised Premises .............................................................................................. A-1 EXHIBIT B – Released Property ............................................................................................... B-1 OHSUSA:754642173.3 An extra section break has been inserted above this paragraph. Do not delete this section break if you plan to add text after the Table of Contents/Authorities. Deleting this break will cause Table of Contents/Authorities headers and footers to appear on any pages following the Table of Contents/Authorities.