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RESOLUTION ~0. 2011-118

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF SHASTA APPROVING THE FORMS OF THE SITE LEASE, FACILITY LEASE, AND ASSIGNMENT AGREEMENT, AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF A SITE LEASE, AND FACILITY LEASE, AND AUTHORIZING ADDITIONAL DOCUMENTS, CERTIFICATES AND OTHER MATTERS RELATING THERETO

WHEREAS, the Shasta Joint Powers Financing Authority (the "Authority") issued its Lease Revenue Refunding Bonds (County Courthouse Improvements Project) 1998 Series A (the "1998 Series A Bonds") on March 11, 1998 in the original principal amount of $9,165,000 pursuant to the Trust Agreement, dated as of February 1, 1998, by and between the Authority and U.S. Bank National Association, successor in interest to First Trust of California, National Association, as trustee (the "Series 1998 Trustee"); and

WHEREAS, the 1998 Series A Bonds are secured by rental payments made by the County of Shasta (the "County") pursuant to the Facility Lease, dated as of February 1, 1998, by and between the County and the Authority (the "Series 1998 Facility Lease"); and

WHEREAS, if the County can achieve debt service savings with respect to the 1998 Series A Bonds and reduce the annual rental payable by the County under the Series 1998 Facility Lease, the County intends to prepay its obligations under the Series 1998 Facility Lease and defease and redeem the outstanding 1998 Series A Bonds; and

WHEREAS, in connection therewith the County and the Authority will enter into a Site Lease, dated as of November 1, 2011 (the "Site Lease"), whereby the County will lease to the Authority certain real property and the improvements located thereon as described in the Site Lease (the "Leased Property"), and the County will sublease the Leased Property from the Authority pursuant to the Facility Lease dated as of November 1, 2011 (the "Facility Lease"); and

WHEREAS, in connection therewith the Authority will assign without recourse certain of its rights under the Site Lease and the Facility Lease, including all of its rights to receive the lease payments scheduled to be paid by the County pursuant to the Facility Lease, to Bank of America, N.A., as Assignee (the "Assignee"), pursuant to an Assignment Agreement dated as of November 1, 2011 by and between the Authority and the Assignee (the "Assignment Agreement"); and

WHEREAS, the County desires to approve the forms of the Assignment Agreement, the Site Lease and the Facility Lease and authorize and approve the execution and delivery of the Site Lease and the Facility Lease and such other documents and certificates as may be necessary or desirable in connection therewith; and Resolution No. 2011-118 November 1, 2011 Page 2 of3

WHEREAS, there have been presented at this meeting proposed forms of the Assignment Agreement, the Site Lease and the Facility Lease; and

WHEREAS, all acts, conditions and things required by the Constitution and laws of the State to exist, to have happened and to have been performed precedent to and in connection with the consummation of the transaction authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the County is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate its role in such transaction for the purpose, in the manner and upon the terms herein provided.

NOW THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Shasta (the "Board") as follows:

SECTION 1. Authorization of Transaction. The Board hereby authorizes the defeasance and refunding of the 1998 Series A Bonds and the execution and delivery of the Facility Lease in a principal component of Base Rental Payments (as defmed in the Facility Lease) not to exceed $5,325,000, with a true interest component of Base Rental Payment not to exceed 2.65% per annum and a lease term of not later than June 1, 2023, as provided in the Facility Lease to provide funds to defease and redeem the 1998 Series A Bonds and pay costs of execution and delivery of the Facility Lease. The Facility Lease shall not constitute an obligation of the County for which the County is obligated or permitted to levy or pledge any form of taxation or for which the County has levied or pledged or will levy or pledge any form of taxation.

SECTION 2. Approval of Site Lease, Facility Lease and Assignment Agreement. The forms of the Assignment Agreement, the Facility Lease and the Site Lease presented at this meeting is hereby approved and each of the County's Administrative Fiscal Chief, Auditor Controller, Treasurer-Tax Collector, Chief Deputy Auditor, or his or her designees (each, an "Authorized Officer") is hereby authorized and directed, for and in the name of and on behalf of the County, to execute, acknowledge and deliver the Site Lease and the Facility Lease in substantially the forms presented at this meeting with such additions thereto and changes therein as are approved by any such Authorized Officer, acting singly, such approval to be conclusively evidenced by the execution and delivery thereof.

SECTION 3. General Authorization. The officers and staff of the County are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents and certificates which, in consultation with County Counsel or Hawkins Delafield & Wood LLP, special counsel to the County in connection with the proposed execution and delivery of the Facility Lease, they may deem necessary or advisable in order to effectuate the purposes of this Resolution, the defeasance and redemption of the 1998 Series A Bonds and the execution and delivery of the Facility Lease, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. Resolution No. 2011-118 November 1, 2011 Page 3 of3

SECTION 4. Effective Date. This Resolution shall take effect immediately upon its adoption.

DULY PASSED AND ADOPTED this 1st day of November, 2011 by the Board of Supervisors of the County of Shasta by the following vote:

AYES: Supervisors Baugh, Kehoe, Moty, Hawes, and Hartman NOES: None ABSENT: None ABSTAIN: None RECUSE: None

LES BAUGH, CHAIRMAN Board of Supervisors County of Shasta State of California

ATTEST:

LAWRENCE G. LEES Clerk of the Board of Supervisors

By: Deputy RESOLUTION NO. 2011-118

WHEREAS, there have been presented at this meeting proposed forms of the Assignment Agreement, the Site Lease and the Facility Lease; and

NOW THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Shasta (the "Board") as follows:

SECTION 4. Effective Date. This Resolution shall take effect immediately upon its adoption.

DULY PASSED AND ADOPTED ~this 1st day of November, 2011 by the Board of Supervisors of the County of Shasta by the following vote:

AYES: Supervisors Baugh, Kehoe, Moty, Hawes, and Hartman NOES: None ABSENT: None ABSTAIN: None RECUSE: None

LES BAUGH, CHAIRMAN Board of Supervisors County of Shasta State of California

ATTEST:

LAWRENCE G. LEES Clerk of the Board of Supervisors

By: f_/ '/ Deputy .~ i ... ~ m v, Fidelity National Title 2011 0032914 !:;j Recorded t REC FEE u.OO RECORDING REQUESTED BY: } Dfficial Records i CountY of I COUNTY OF SHASTA, CALIFORNIA ) Shasta I LEslie Morgan 1 AsSEssor-Recorder j I WHEN RECORDED MAIL TO: ) I BD Hawkins Delafield & Wood LLP } ~2:54PM 03-Hov-2011 I Page 1 of t:l 333 S. Grand Ave., Suite 3650 ) Los Angeles, California 90071 ) Attn: Arto C. Becker ) ) This document is recorded for the benefit of the County of Shasta and the recording is fee-exempt under Section 6103 of the California Government Code.

ASSIGNMENT AGREEMENT

by and between

SHASTA JOINT POWERS FINANCING AUTHORITY

and

BANK OF AMERICA, N.A., as Assignee

Dated as ofNovemb.er 1, 2011

relating to the

COUNTY OF SHASTA 2011 COURTHOUSE LEASE ASSIGNMENT AGREEMENT

This Assignment Agreement (this "Assignment Agreement"), dated as of November 1, 2011, by and between the SHASTA JOINT POWERS FINANCING AUTHORITY, a joint powers authority duly organized and existing under and by virtue of the Jaws of the State of California (the "Authority"),, and BANK OF AMERICA, N.A. (the •'Assignee")~

WI TN E S S E T H:

WHEREAS, concurrently with the execution of this Assignment Agreement the County of Shasta (the "County") and the Authority are entering into a Site Lease (the "Site Lease"), dated as of November 1, 2011, whereby the Authority will lease certain real property and improvements thereon or to be located thereon, as more particularly described in Exhibit A attached thereto from the County (such real property and the facilities and improvements thereon being collectively referred to herein as the "Leased Property"); and

WHEREAS, concurrently with the execution of this Assignment Agreement, the Authority and the County are entering into a Facility Lease, dated as of November 1, 2011 (the "'Facility Lease"), whereby the Authority agrees to sublease the Leased Property to the County, and the County agrees to sublease the Leased Property from the Authority; and

WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Assignment Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Assignment Agreement;

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:

Section 1. Assignment. The Authority, for good and valuable consideration, the receipt of which is hereby acknowledged, including the proceeds to be used by the County to redeem the Authority's Lease Revenue Refunding Bonds (County Courthouse Improvements Project) 1998 Series A (the ''1998 Series A Bonds"), does hereby unconditionally grant, transfer and assign to the Assignee without recourse (a) all right, title and interest of the Authority as lessee under the Site Lease and lessor under the Facility Lease; (b) all rights of the Authority to receive the rental payments scheduled to be paid by the County under and pursuant to the Facility Lease for the benefit of the Assignee; (c) all rents, profits and products from the Leased Property to which the Authority has any right or claim whatsoever under the Facility Lease; (d) the right to take all actions and give all consents under the Facility Lease; (e) the right of access more particularly described in the Facility Lease; and (f) any and all other rights and remedies of the Authority in the Facility Lease as lessor thereunder for the purpose of performing and discharging each agreement, covenant and obligation of the County contained in the Facility Lease, except for the Authority's rights under Sections 5.0l(b) and 9.03 of the Facility Lease. The Assignee hereby accepts the foregoing assignment. The Assignee agrees not to assign or seU or otherwise dispose of its interests hereunder except in whole to an affiliate of the Assignee, "qualified institutional buyer" (as defined under Rule l44A of the Securities Act of 1933, as amended) or "accredited investors" (as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended) if such affiliate, qualified institutional buyer, or accredited investor delivers a letter in the form and substance attached hereto as Exhibit B.

Section 2. Payment of Rentals. Upon payment or provision for payment to the Assignee in full of all rental payments under either of the Facility Lease and of all other amounts, including any additional rental or other amounts owed by the County under either of the Facility Lease, this Assignment Agreement shall become and be void and of no effect with respect to the Facility Lease and the Site Lease with respect to which such payments have been made and the Assignee shaH execute any and all documents or certificates reasonably requested by the Authority to evidence the tennination of this Assignment Agreement with respect to the Facility Lease and the Site Lease with respect to which all such payments have been made.

Section .3. Counterparts. This Assignment Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute one and the same instrument.

Section 4. Governing Law. This Assignment Agreement shall be governed and construed and interpreted in accordance with the laws of the State of California.

Section 5. Definitions; Section Headings. Capitalized tenns used herein and not otherwise defined shall have the meanings given such tenns pursuant to the Facility Lease. All section headings contained herein are for convenience of reference only and are not intended to define or limit scope of any provision hereof.

Section 6. Severability. If any agreement, condition, covenant or term hereof or any application hereof should be held by a court of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, all agreements, conditions, covenants and tenns hereof and all applications thereof not held invalid, void or unenforceable shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby.

2 IN WI1NESS WHEREOF, the parties hereto have executed and entered into this Assignment Agreement by their officers thereunder duly authorized as of the day and year first above written.

SHASTA JOINT POWERS FINANCING AUTHORITY, as Lessee

By: ______LES BAUGH, Chair

Attest:

LAWRENCE G. LEES Secretary Shasta Joint Powers Financing Authority

Approved as to form:

RUBIN E. CRUSE, JR. County Counsel

By: ______

BANK OF AMERICA, N.A., as Assignee

3 IN WITNESS WHEREOF, the parties hereto have executed and entered into this Assignment Agreement by their officers thereunder duly authorized as of the day and year first above written.

SHASTA JOINT POWERS FINANCING AUTHORITY, as Lessee

By: LES BAUGH, Chair

Attest:

LAWRENCE G. LEES Secretary Shasta Joint Powers Financing Authority

RUBIN E. CRUSE, JR. County Counsel

BANK OF AMERICA, N.A., as Assignee

By: Vice President

3 CAlifORNIA All~PURPOSE ACKNOWLEDGMENT ~~~~£{ State oi California }

On~\~\~--1~-~t_t ______before me, Date H

. who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the YVETTE MONTALVO BARON instrument the person(s), or the entity upon behalf ot Commlsfitm # 1823502 which the person(s) acted, executed the instrument. Notary Public - California J San Frarn:laco County - My Comm. Expires Nov 20, 2012 I certify .under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph \s true and correct

WITNESS my hand and official seal.

· Signature-~~ ------f>-lace-Not_•_"'_Seal_Ab_rN_•_____ OPTIONAL n= SignatureoJ Natal)l Public Though the information below is not required by Jaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this farm to another document. Description of Attached Document

Title or Type of Document:------Document Date: ______Number of Pages: ______

Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)

Signer's Name: ______Signer's Name: ______0 Individual 0 Individual 0 Corporate Officer- Title(s): 0 Corporate Officer- Trtle(s): ------0 Partner- 0 limited 0 General 0 Partner-0 Limited 0 General :J Attorney in Fact 0 Attorney in Fact Top of thumb here ':J Trustee OTrustee 0 Guardian or Conservator 0 Guardian or Conservator 0 Other: ______0 Other: ______

Signer Is Representing: ____ Signer IS Representing: _____

~~,

On November 1, 20 t 1 , before me, _C.:::-::::har=le.:.:ne~D-=.W::-7-il:;.;:b.;;:urn~, N:;;;:.=-ot:::ary~P:....:u~b 71i-=-c--=---:-:----:::-:-:::-:::---- Date Name and Title of Officer (e.g. "Jane Doe, Notary Public") personally appeared --==Le.::.:s;_:B::.:a:::u:;;;g~h----::-:---:-::::--;-:------Narne ofSigner(s)

who proved to me on the basis of satisfactory evidence to the person(:} whose name(-t) is/QIIe subscribed to the within instrument and acknowledged to me that he/~y executed the same in his~ir authorized capacity(ies), and that by his/~r signature(1l) on the instrument the person~, or the entity upon behalf of which the person(-8) acted, executed the instrument.

[ certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal. ~~.~~ Place Notary Seal Above Signature of Notary Public

OPTIONAL

Though the informatio low is not required by law, it may prove valuable to persons relying on the docu f and could prevent fraudulent re hment of this form to another document.

Title of Type of Document: Document Date: Signer(s) Other Than Names Above: Capacity(ies) Claimed by Signer(s) Signer's Name: o Individual. o Corporate Officer- Title(s):

o Partner- o Limited !{1!,1( I 1111 \!Ill' I(!'\ I HILl! I 1111 \1101'1~1' I o Attorney in Fact Ill 'il< .'\I H o Attorney in Fact "' ~~~.,,I( o Trustee Top of thumb here o Trustee Top of thumb hw; o Guardian or Con ervator o Guardian or Conservator o Other: o Other:

o Signer is Representing: o Signer is Representing: CALIFORNlA ALL-PURPOSE ACKNOWLEDGMENT CML CODE Section 1189 STATE OF CALIFORNIA ) ) ss. COUNTY OF SHASTA )

On November I , 20 II , before me, Charlene D. Wilburn, Notary Public Date Name and Title of Officer (e.g. ''Jane Doe, Notary Public") personally appeared Lawrence G. Lees Name of Signer(s)

who proved to me on the basis of satisfactory evidence to the person(~) whose name((li) is/e~~e subscribed to the within instrument and acknowledged to me that he/!ihl::itbe.y executed the same in his/lore.dtheit authorized capacity(~), and that by hi~r signature(~ on the instrument the person(~, or the entity upon behalf of which the person(•) acted, executed the instrument.

I certifY under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal. ~~.If~ Place Notary Seal Above · Signature of Notary Public

OPTIONAL

thi!l·... m1r.-..rrn<>t,,..n below is not required by law, it may prove valuable to persons relying on the docu reattachment of this form to another document.

Description of Attached Title of Type of Document: Document Date: Signer(s) Other Than Names Above: Capacity(ies} Claimed by Signer(s) Signer's Name: o Individual o Corporate Officer- Title(s):

o Partner - o Limited o General o Partner - D D General RIC.lll 1111 \IBI'l

o Attorney in Fact o Attorney in Fact 0( "''·'''' o Trustee o Trustee Top of thumb here o Guardian or o Guardian or Conservator D Other: o Other:

o Signer is Representing:

---- ·····---·---·---·--· CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE Section U89 STA CALIFORNIA ) ) ss. COUNTY OF SHASTA )

On November I, 20 ll , before me, Charlene D. Wilburn, Notary Public Date Name and Title of Officer (e.g. "Jane Doe, Notary Public") personally appeared James R. Ross Name of Signer(s)

who proved to me on the basis of satisfactory evidence to the person(~ whose name(.w) is/~ subscribed to the within instrument and acknowledged to me that he/~y executed the same in hi~ir authorized capacity(i=!J), and that by his~r signatureesr) on the instrument the person(-s?, or the entity upon behalf of which the person('&) acted, executed the instrument.

I certifY under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal. ~;:t:.A~ Place Notary Seal Above Signature ofNotary Public

OPTIONAL

below is not required by law, it may prove valuable to persons relying on the docu ent reattachment of this form to another document.

Description of Attached UtJ,.._uJt~ao;;::••' Title of Type of Document: Document Date: Signer(s) Other Than Names Above: Capacity(ies) Claimed by Signer(s) Signer's Name: o Individual o Corporate Officer- Title(s): ·",.,.'"?<1'-t"' Officer- Title(s):

o Partner - o Limited o General Partne.r - o Limited o General l

o Signer is Representing:

------··------·-· ... EXHIBIT A

Description of the Leased Property

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF REDDING, COUNTY OF SHASTA, STATE OF CALIFORNIAl AND IS DESCRIBED AS FOLLOWS:

THE WHOLE OF BLOCK 22 AS SHOWN ON THE MAP OF TOWN OF REDDING, FILED IN THE OFFICE OF THE COUNTY RECORDER SEPTEMBER 25, 1872 IN BOOK OF OLD PLATS AT PAGE 65, SHASTA COUNTY RECORDS.

ASSESSORS PARCEL NO. 101-780-069 EXHIBITB

Fonn of Investor Letter

[PURCHASER]

[Closing Date)

County of Shasta Shasta, California

Shasta Joint Powers Financing Authority Shasta, California

Hawkins Delafield & Wood LLP Los Angeles, California

Re: County of Shasta 2011 Courthouse Lease

Ladies and Gentlemen:

In connection with the original, executed Assignment Agreement, dated as of November I, 2011 (the "Assignment Agreement"), by and between the Shasta Joint Powers Financing Authority (the "Authority"), as assignor, and Bank of America, N.A., as assignee (the '"Assignee''), Assignee has assigned to the undersigned, (the "Purchaser'') without recourse certain of its rights under the Site Lease, dated as ofNovember 1, 2011, by and between the County and the Authority, and the Facility Lease, dated as ofNovember 1, 2011 ("Facility Lease"), by and between the Authority and the County, including all of the Authority's rights to receive the lease payments scheduled to be paid by the County pursuant to the Facility Lease (collectively, the "Transaction''). Capitalized tenns not otherwise defined herein sha11 have themeanings ascribed thereto in the Facility Lease and the Assignment Agreement.

In connection with the Transaction, the Purchaser hereby makes the following representations upon which you may rely:

1. The Purchaser has authority to enter into the Transaction and to execute this letter and any other instruments and documents required to be executed by the Purchaser in connection with the Transaction. The undersigned is a duly appointed, qualified and acting officer of the Purchaser and is authorized to cause the Purchaser to make the certificates, representations and warranties contained herein by execution of this letter on behalf of the Purchaser.

2. The Purchaser is a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (a "Qualified Institutional Buyer''), has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of municipal and other tax-exempt obligations, and is capable of evaluating the merits and risks of its investment in the Transaction. The Purchaser is able to bear the economic risk of, and entire loss of, an investment in the Transaction.

3. The Transaction is being entered into by the Purchaser for investment for its own account, not with a view toward resale or distribution of any interest thereof. The Purchaser does not intend at this time to dispose of all or any part of its interests in the Transaction. The Purchaser understands that it may need to bear the risks of this investment for an indefinite time, since any assignment, sale or other disposition of its interests in the Transaction prior to the tennination of the Site Lease and Facility Lease may not be possible.

4. The Purchaser understands that the Site Lease, the Facility Lease and the Assignment Agreement are not registered under the Securities Act of 1933, as amended; and further understands that the Transaction (a) is not being registered or otherwise qualified for sale under the "Blue Sky'' laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating service and (d) will be delivered in a form which may not be readily marketable.

6. The Purchaser acknowledges that the obligation of the County to make Base Rental Payments under the Facility Lease (i) are obligations payable solely from the revenues and funds provided for in the Facility Lease, subject to rental abatement, (ii) does not constitute an obligation of the County for which the County is obligated to levy or pledge any form of taxation or for which the County has levied or pledged any form of taxation, and (iii) does not constitute an indebtedness of the County, the State of California or any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction. The Authority shall not be directly or indirectly or contingently or morally obligated to use any other moneys or assets of the Authority for all or any portion of such debt service.

7. The Purchaser has made its own inquiry and analysis with respect to the Transaction and the security therefor, and other material factors affecting the security for the Transaction and payment of Base Rental Payments under the Facility Lease. The Purchaser is aware that the business of the County involves certain economic and political variables and risks that could adversely affect the security for the Transaction.

8. The Purchaser acknowledges that its interests in the Transaction, including without limitation those set forth and described in the Assignment Agreement, shall not be transferred, sold, assigned or otherwise disposed; provided, however, that nothing herein shall preclude the further assignment by the Purchaser of its interests in the Transaction in whole to an affiliate of the Purchaser, a Qualified Institutional Buyer or an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended), subject to compliance with the transfer restrictions set forth in the Facility Lease, including the requirement for the delivery to the County of a letter in substantially the form of the letter attached to the Assignment Agreement as Exhibit B. Failure to deliver such letter shall cause the purported transfer to be null and void.

9. The Purchaser hereby agrees to indemnify and hold harmless the County and the Authority and their respective officers, employees and agents (collectively, the "Indemnified Parties"), with respect to any claim against any Indemnified Party based solely upon any sale, transfer or other disposition directly by the Purchaser (and not any subsequent transfer or disposition) of the Purchaser's interest in the Transaction which is ultimately determined by a non-appealable decision of a court of competent jurisdiction to be in violation of the provisions of this letter, the Facility Lease, and the Assignment Agreement.

10. Neither Hawkins Delafield & Wood LLP, special counsel to the County, nor the Authority, or any of its respective members, governing body, or any of their employees, counsel or agents, will have any responsibility to the Purchaser for the accuracy or completeness of infonnation obtained by the Purchaser from any source regarding the County or its financial condition or regarding the Transaction, the provision for payment in connection therewith, or the sufficiency of any security therefor. No written infonnation has been provided by the Authority to the Purchaser with respect to the Transaction. The Purchaser acknowledges that, as between the Purchaser and all of such parties, the Purchaser has assumed responsibility for obtaining such infonnation and making such review as the Purchaser deemed necessary or desirable in connection with its decision to enter into the Transaction.

Very truly yours,

By: ------

A-3 1 • bd RECORDING REQUESTED B~; 11111\llllllllllllllllllllllllllll\llllllll -~ '1 F1delity National Title - 2011-0032913 :PF Recorded I REC FEE 0.00 Ufficial REcord& I RECORDING REQUESTED BY: County of I COUNTY OF SHASTA, CALIFORNIA Shasta I Les1ie norgan l ~ssessor-Recorder I WHEN RECORDED MAIL TO: I I B!l Hawkins Delafield & Wood LLP 02:54PM 03-Nov-2011 I Page 1 of 34 333 S. Grand Ave., Suite 3650 Los Angeles, California 90071 Attn: Arto C. Becker

(Space above for Recorder's use)

Tiris document is recorded for the benefit of the County of Shasta and the recording is fee-exempt under Section 6103 of the California Governmental Code.

FACILITY LEASE

by and between the

SHASTA JOINT POWERS FINANCING AUTHORITY

and the

COUNTY OF SHASTA

Dated as of November 1, 2011

relating to tbe

COUNTY OF SHASTA 2011 COURTIIOUSE LEASE

-- --=-·--- ... - ...... -···------~·=----=··--====·..=· ·=-·=----=----=--"=""""="' TABLE OF CONTENTS

ARTICLE I

DEFINITIONS~ REPRESENTATIONS AND WARRANTIES

Section 1.01. Definitions ...... 2 Section 1.02. County Representations and Warranties ...... 4 Section 1.03. Authority Representations and Warranties ...... 6

ARTICLE II

THE LEASED PROPERTY

Section 2.01. Lease of the Leased Property 7 Section 2.02. Quiet Enjoyment ...... 7 Section 2.03. Right of Entry and Inspection ...... 7 Section 2.04. Prohibition Against Encumbrance or Sale ...... 8 Section 2.05. Liens ...... 8 Section 2.06. Substitution or Removal of Leased Property ...... 8

ARTICLE III

TERM OFFACILITY LEASE

Section 3.01. Term of this Facility Lease ...... 9

ARTICLE IV

USE OF PROCEEDS; TAX COVENANTS

Section 4.01. Use ofProceeds ...... lO Section 4.02. Tax Covenants ...... lO

ARTICLEV

RENTAL PAYMENTS

Section 5.01. Rental Payments ...... lO Section 5.02. Annual Budgets; Reporting Requirements ...... l2 Section 5.03. Application ofRental Payments ...... l2 Section 5.04. Rental Abatement ...... l2 Section 5.05. Prepayment of Rental Payments ...... 12 Section 5.06. Obligation to Make Rental Payments ...... :...... l3 ARTICLE VI

MAINTENANCE; TAXES; INSURANCE AND OTHER CHARGES

Section 6.0L Maintenance of the Leased Property by the County ...... 13 Section 6.02. Taxes, Other Governmental Charges and Utility Charges ...... 13 Section 6.03. Public Liability and Property Damage Insurance; Workers' Compensation Insurance ...... 14 Section 6.04. Fire and Theft Insurance ...... 14 Section 6.05. Rental Interruption Insurance ...... IS Section 6.06. General Insurance Provisions ...... IS Section 6.07. Advances ...... 16 Section 6.08. Title Insurance ...... 16 ARTICLE VII

DAMAGE, DESTRUCTION, TITLE DEFECT AND CONDEMNATION

Section 7.01. Damage, Destruction, Title Defect and Condemnation; Use of Net Proceeds ...... l6

ARTICLE VIII

DISCLAIMER OF WARRANTIES; USE OF THE LEASED PROPERTY

Section 8.01. Disclaimer of Warranties ...... "...... 17 Section 8.02. Use of the Leased Property; Improvements...... 17

ARTICLE IX

ASSIGNMENT AND INDEMNIFICATION

Section 9.01. Assignment by Authority ...... 17 Section 9.02. Assignment and Subleasing by County ...... 18 Section 9.03. 1ndemnification ...... 18

ARTICLE X

DEFAULT

Section l 0.01. Default ...... l9

ARTICLE XI

MISCELLANEOUS

Section 11.01. Notices ...... 22

ii Section 11.02. Binding Effect ...... , ...... 22 Section 11.03. Assignee as Third Party Beneficiary ...... 22 Section 11.04. Net Lease ...... 22 Section 11.05. Amendtnents ...... 23 Section 11.06. Discharge of County ...... 23 Section 11.07. Partial Invalidity ...... 23 Section 11.08. Governing Law ...... 23 Section 11.09. Headings ...... 23 Section 11.10. Execution ...... : ...... 23

EXHIBIT A DESCRIPTION OF THE LEASED PROPERTY EXHffiiTB BASE RENTAL PAYMENTS SCHEDULE

iii FACILITY LEASE

This Facility Lease (this "Facility Lease"), dated as of November 1, 2011, by and between the SHASTA JOINT POWERS FINANCING AUTHORITY, a joint powers authority duly organized and existing under and by virtue of the laws of the State of California, as lessor (the "Authority"), and the COUNTY OF SHASTA, a political subdivision duly organized and existing under the Constitution and laws of the State of California, as lessee (the "County");

W liNES SETH:

WHEREAS, the Authority's Lease Revenue Refunding Bonds (County Courthouse Improvements Project) 1998 Series A (the "1998 Series A Bonds") were issued on March 11, 1998 in the original princip<:~l amount of $9,165,000 pursuant to that Trust Agreement, dated as of February 1, 1998, by and between the Authority and U.S. Bank National Association, successor trustee to First Trust of California, National Association, as trustee (the "Series 1998 Trustee"), and secured by rental payments made by the County pursuant to that Facility Lease, dated as of February 1, 1998, by and between the County, and the Authority, and bearing County of Shasta Recorder Number 08460 (the "Series 1998 Facility Lease");

WHEREAS, the County desires to prepay its obligations under the Series 1998 Facility Lease and defease and redeem the outstanding 1998 Series A Bonds in order to reduce the annual rental paid by the County pursuant to the Series 1998 Facilities Lease;

WHEREAS, the Series 1998 Facility Lease is terminated and the duty to make rental payments under the Series 1998 Facility Lease is Limited to amounts on deposit with the Series 1998 Trustee under the 1998 Trust Agreement;

WHEREAS, concurrently with the execution of this Facility Lease, the County and the Authority will enter into a Site Lease, dated as of November 1, 2011 {the "Site Lease"), whereby the County will lease to the Authority certain real property and the improvements located thereon, as more particularJy described in Exhibit A (the "Leased Property"); and

WHEREAS, the County will sublease the Leased Property from the Authority pursuant to this Facility Lease; and

WHEREAS, the County is authorized by law to sublease the Leased Property and the Leased Property is necessary and proper for public purposes; and

WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Facility Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Facility Lease;

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARnES HERETO DO HEREBY AGREE AS FOLLOWS: ARTICLE I

DEFINITIONS; REPRESENTATIONS AND WARRANTIES

Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. All other capitalized tenns used herein without definition shall have the meanings as set forth in the Trust Agreement.

"Additional Payments" .means aU amounts payable by the County pursuant to Section 5.01 (b) hereof.

"Applicable Environmental Laws" means and shall include, but shall not be limited to, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 USC Sections 9601 et seq,; the Resource Conservation and Recovery Act ("RCRN'), 42 USC Sections 6901 et seq,; the California Hazardous Waste Control Law ("HWCL"), California Health & Safety Code Sections 251 00 et seq,; the Hazardous Substance Account Act ("HSAA"), California Health & Safety Code sections 25300 et seq,; the Porter-Cologne Water Quality ControJ Act (the "Porter-Cologne Act"), California Water Code Sections 1300 et seq,; the Air Resources Act, California Health & Safety Code Sections 3900 et seq,; the Safe Drinking Water & Toxic Enforcement Act, California Health & Safety Code Sections 25249.5 et seq,; and the regulations under each thereof; and any other loca~ state, and/or federal laws or regulations, whether currently in existence or hereafter enacted, that govern (1) the existence, cleanup, and/or remedy of contamination on property, (2) the protection of the environment from spilled, deposited, or otherwise emplaced contamination, (3) the control of hazardous wastes, or (4} the use, generation, transport, treatment, removal, or recovery of Hazardous Substances, including building materials.

"Assignment Agreement" means that certain Assignment Agreement executed and entered into as of November 1, 2011, by and between the Authority and the Assignee, as it may from time to time be amended.

"Assignee" means Bank of America, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States of America.

"Authority" means the Shasta Joint Powers Financing Authority, a joint powers authority duly organized and existing under and by virtue of the laws of the State of California.

"Base Rental Payment Date" means June 1 and December 1 of each year, commencing on December 1, 20 11 , as set forth in Exhibit B hereto.

"Base Rental Payments" means the base rental payable by the County pursuant to Section S.Ol(a) hereof.

"Certificate of the County" means a written certificate signed by the Chairman of the Board of Supervisors of the County or the Treasurer of the County or such other person as may be designated and authorized to sign for the County.

"Code" means the Internal Revenue Code of 1986, as amended, and the regulations of the United States Department of the Treasury issued thereunder, and in this regard reference to any particular section of the Code shall include reference to all successors to such section of the Code.

2 "County" means the County of Shasta, a political subdivision duly organized and existing under the Constitution and laws ofthe State of California.

"Courthouse Fund" means the fund established by the Board of Supervisors of the County pursuant to Section 76100 of the Government Code of the State, as it may be amended from time to time.

"Criminal Justice Facilities Fund" means the fund established by the Board of Supervisors of the County pursuant to Section 76101 of the Government Code of the State, as it may be amended from time to time.

"Expiry Date" means June l, 2023.

"Facility Lease" means this Facility Lease, dated as of November 1, 2011, by and between the Authority and the County, as amended from time to time.

"Fiscal Year" means the fiscal year of the County which, as of the date hereof, is the period from July 1 to and including the following June 30.

"Hazardous Substance" any substance that shall, at any time, be listed as "hazardous" or "toxic" in any Applicable Environmental Law or that has been or shall be detennined at any time by any agency or court to be a hazardous or toxic substance regulated under Applicable Environmental Laws; and also means, without limitation, raw materials, building components, the products of any manufacturing, or other activities on the facilities, wastes, petroleum, and source, special nuclear, or by product material as defined by the Atomic Energy Act of 1954, as amended (42 USC Sections 3011 et seq.)

"Insurance Consultant" means an indivrdual or firm retained by the County as an independent insurance consultant experienced in the field of risk management.

"Leased Property" means the real property more particularly described in Exhibit A attached hereto (as the same may be changed from time to time by Removal or Substitution), together with the improvements thereon or to be located thereon.

"Opinion of Counsel" means a written opinion of counsel of recognized national standing in the field of l.aw relating to municipal bonds appointed by the County.

"Permitted Encumbrances" means, as of any particular time: (i) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the County may, pursuant to Section 6.02, pennit to remain unpaid; (ii) the Assignment Agreement, this Facility Lease and the Site Lease, as each may be amended from time to time; (iii) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; (iv) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the date hereof; (v) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions, all of a non-monetary nature, established following the date of recordation of this Facility Lease and to which the Authority and the County consent in writing and certify to the Assignee will not materially impair the interests of the Authority or use of the Leased Property by the County; and (vi) subleases and assignments of the County as permitted under this Facilities Lease which will not adversely affect the exclusion from gross income of the interest component of the Base Rental Payments.

3 "Removal" means the release of all or a portion of the Leased Property from the leasehold hereof and of the Site Lease as provided in Section 2.06.

"Site Lease'' means that certain Site Le~e, dated as of November 1, 2011, by and between the County and the Authority, as it may be amended from time to time.

"Substitution" means the release of all or a portion of the Leased Property from the leasehold hereof and of the Site Lease, and the lease of substituted real property and improvements hereunder and under the Site Lease as provided in Section 2.06.

The singular form of any word used herein, including the terms defined in this Section 1.01, shall include the plural, and vice versa, unless the context otherwise requires. The use herein of a pronoun of any gender shall include correlative words of the other genders. All references herein to "Sections" and other subdivisions hereof are to the corresponding Sections or subdivisions of this Facility Lease as originally executed; and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Facility Lease as a whole and not to any particular Section or subdivision hereof.

Section 1.02. County Representations, Warranties and Covenants. The County represents and warrants as follows:

(a) The County is a political subdivision of the State of California duly organized and operating pursuant to the Constitution and laws of the State of California and has all necessary power and authority to adopt the County Resolution and to enter into and perfonn its duties under this Facility Lease and the Site Lease. The County Resolution has been adopted and has not been rescinded, and this Facility Lease and the Site Lease constitute legal, valid and binding obligations of the County enforceable against the County in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles if equitable remedies are sought.

(b) The adoption of the County Resolution and the execution and delivery of this Facility Lease and the Site Lease, and compliance with the provisions thereof, will not in any material respect conflict with, or constitute a breach of or default under, the County's duties under this Facility Lease, the Site Lease, the County Resolution or any law, administrative regulation, court decree, resolution, by-laws or other agreement to which the County is subject or by which it or any of its property is bound.

(c) Except as may be required under blue sky or other securities laws of any state, or with respect to any pennits or approvals heretofore received which are in full force and effect, there is no consent, approval, authorization or other order of, or filing with, or certification by, any governmental authority, board, agency or commission or other regulatory authority having jurisdiction over the County, other than the approval and authorization of the Board of Supervisors, required for the adoption of the County Resolution and execution and delivery of this Facility Lease and the Site Lease or the consummation by the County of the other transactions contemplated by the County Resolution, this Facility Lease or the Site Lease.

(d) There is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or, to the knowledge of the County, threatened against the County to restrain or enjoin the delivery of the payments to be made pursuant to the Facility Lease, or in any way contesting or affecting the validity of this Facility Lease, the Site Lease or the County Resolution, or contesting the powers of the County to enter into or perform its obligations under

4 any of the foregoing, or which, if determined adversely to the County, would have a material adverse effect on the County's ability to perform its obligations under any of the foregoing.

(e) By official action of the County prior to the execution hereof, the County has duly adopted the County Resolution and has duly authorized and approved the execution and delivery of, and the performance by the County of the obligations on its part contained in, this Facility Lease and the Site Lease and the consummation by it of an other transactions contemplated by this Facility Lease and the Site Lease.

(t) The Cmmty is not in breach of or in default under any applicable Jaw or administrative regulation of the State of California or the United States or any applicable judgment or decree or any 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 have a material and adverse impact on the County's ability to perfonn its obligations under this Facility Lease and the Site Lease, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument.

(g) The County represents that it is not, and has not been at any time, in default as to principal or interest with respect to any indebtedness for borrowed money issued or guaranteed by it nor has it ever failed to appropriate amounts due pursuant to any lease or similar obligation.

(h) Tbe Leased Property is integral for perfonning the County's governmental functions and during the term of this Facility Lease will be used by the County only for the purpose of performing one or more essential functions of the County.

(i) The County covenants that it will not take any action which would cause the interest component of the Base Rental Payments made by the County under the Facility Lease to he inciuded in gross income for federal income tax purposes or subject to California personal income taxes (other than to the extent that the interest component of the Base Rental Payments made by the County under the Facility Lease will be included in gross income for federal income tax purposes as described in the opinion of Bond Counsel delivered in connection with the execution of this Facility Lease).

G) The financial statements of the County for Fiscal Year 2010 fairly present the . financial condition and results of the operations of the County as of the date and for the period therein set forth and the audited financial statements have been prepared in accordance with generally accepted accounting principles as consistently applied. The County is not aware of any information since its June 30, 2010 audited financial statements that would materially adversely affect the County's credit quality, including, an1.ong other things, the County's ability to pay the Base Rental Payments pursuant to this Facility Lease.

(k) The County is the owner in fee of the Leased Property and no lien or encumbrance on the Leased Property materially impairs the County's use of the Leased Property.

(1) The Leased Property is not located in a flood hazard area or flood zone and has never been subject to material damage from flooding.

(m) The insured value of the Leased Property, based on replacement cost, is not less than tile aggregate principal component of all of the Base Rental Payments.

(n) The County reasonably believes that sufficient funds can be obtained to make all Base Rental Payments and all other amounts required to be paid pursuant to this Facility Lease.

5 ( o) Within two hundred seventy (270) days following the end of each Fiscal Year of the County during the term hereof, the County will provide the Assignee with a copy of its audited fmancial statements for such Fiscal Year, including such information as is required by applicable Government Accounting Standard's Board pronouncements and applicable State law. Within ten (10) days of receipt of a request of the Assignee, the County will provide the Assignee with a copy of its annual budget and any interim updates or modifications to such budget.

(p) The Leased Property is free of all Hazardous Substances and the County is in compliance with all Applicable Environmental Laws. The County will comply with all Applicable Environmental Laws with respect to the Leased Property and will not use, store, generate, treat, transport, or dispose of any Hazardous Substance thereon or in a manner that would cause any Hazardous Substance to later flow, migrate, leak, leach, or otherwise come to rest on or in the Leased Property.

(q) The County will transmit copies of all notices, orders, or statements received from any governmental entity concerning violations or asserted violations of Applicable Environmental Laws with respect to the Leased Property and any operations conducted thereon or any conditions existing thereon to the Assignee, and the County will. notify the Assignee in writing immediately of any release, discharge, spill, or deposit of any Hazardous Substances that has occurred or is occurring that in any way affects or threatens to affect the Leased Property, or the people, structUres, or other property thereon, provided that no such notifications shall create any liability or obligation on the part of the Assignee.

Section 1.03. Authority Representations, Warranties and Covenants. The Authority represents and warrants as follows:

(a) The Authority is a joint powers authority duly organized and validly existing pursuant to the laws of the State of California and has all necessary power and authority to adopt the Authority Resolution and enter into and perlorm its duties under this Facility Lease, the Site Lease and the Assignment Agreement, the Authority Resolution has been adopted and has not been rescinded, and this Facility Lease, the Site Lease and the Assignment A.greement constitute legal, valid and binding obligations of the Authority in accordance with their respective terms except as enforcement against the Authority may be limited by bankruptcy, insolvency or other laws affecting the enforcement of CTeditors' rights generally and by the application of equitable principles if equitable remedies are sought.

(b) The adoption of the Authority Resolution and the execution and delivery of this Facility Lease, the Site Lease and the Assignment Agreement and compliance with the provisions thereof, will not in any material respect conflict with, or constitute a breach of or default under, the Authority's duties this Facility Lease, the Site Lease, the Assignment Agreement, the Authority Resolution or any law, administrative regulation, court decree, resolution, charter, by-laws or other agreement to which the Authority is subject or by which it or any of its property is bound.

(c) Except as may be required under blue sky or other securities laws of any state, or except with respect to any permits or approvals heretofore received which are in full force and effect, there is no consent, approval, authorization or other order of, or filing with, or certification by, any governmental authority, board, agency or commission or other regulatory authority having jurisdiction over the Authority, required for the adoption of the Authority Resolution and the execution and delivery of this Facility Lease, the Site Lease and the Assignment Agreement or the consummation by the Authority of the other transactions contemplated by the Authority Resolution, this Facility Lease, the Site Lease and the Assignment Agreement.

6 (d) There is no action, suit, proceeding or investigation at law or in equity before or by any court or govennnental agency or body pending or,. to the knowledge of the Authority, threatened against the Authority to restrain or enjoin the execution and delivery of this Facility Lease, the Site Lease and the Assignment Agreement, or in any way contesting or affecting the validity of the this Facility Lease, the Site Lease and the Assignment Agreement, the Authority Resolution or contesting the powers of the Authority to enter into or perform its obligations under any of the foregoing.

(e) By official action of the Authority prior to the execution hereof, the Authority has du1y authorized and approved the execution and delivery of, and the perfonnance by the Authority of the obligations on its part contained in this Facility Lease, the Site Lease and the Assignment Agreement and the C

(f) The Authority is not in breach of or in default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject which breach or default would have a material and adverse impact on the Authority's ability to perfonn its obligations under this Facility Lease, the Site Lease and the Assignment Agreement, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument.

(g) The Authority covenants that it will not take any action which would cause the interest component of the Base Rental Payments made by the County under the Facility Lease to be included in gross income for federal income tax purposes ·or subject to California personal income taxes (other than to the extent that the interest component of the Base Rental Payments made by the County under the Facility Lease will be included in gross income for federal income tax purposes as described in the opinion of Bond Counsel delivered in connection with the execution of this Facility Lease).

ARTICLE II

THE LEASED PROPERTY

Section 2.01. Lease of the Leased Property. The Authority hereby leases to the County, and the County hereby rents and hires from the Authority, the Leased Property on the conditions and teiiDs hereinafter set fortl1. The County hereby agrees and covenants that during the term hereof, except as hereinafter provided, it will use the Leased Property for public purposes so as to afford the public the benefits contemplated hereby and so as to permit the Authority to carry out its agreements and covenants contained herein, and the County hereby further agrees and covenants that during the tenn hereof that it will not abandon or vacate the Leased Property.

Section 2.02. Quiet Enjoyment. Tile parties hereto mutually covenant that the County, so long as it observes and performs the agreements, conditions, covenants and tenns required to be observed or performed by it contained herein and is not in default hereunder, shall at all times during the term hereof peaceably and quietly have, hold and enjoy the Leased Property without suit, trouble or hindrance from the Authority.

Section 2.03. Right of Entry and Inspection. The Authority shall have the right to enter the Leased Property and inspect the Leased Property during reasonable business hours (and in emergencies at all times) for any purpose connected with the Authority's rights or obligations hereunder and for aU other lawful purposes.

7 Section 2.04. Prohibition Against Encumbrance or Sale. The County and the Authority will not create or suffer to be created any mortgage, pledge, lien, charge or encumbrance upon the Leased Property, except Permitted Encumbrances. The County and the Authority will not sell or otherwise dispose of the Leased Property or any property essential to the proper operation of the Leased Property, except as otherwise provided herein. Notwithstanding anything to the contrary herein contained, the County may, upon receipt of written consent of the Assignee, assign, transfer or sublease any and all of the Leased Property or its other rights hereunder, provided that (a) the rights of any assignee, transferee or sublessee shall be subordinate to all rights of the Authority hereunder, (b) no such assignment, transfer or sublease shall relieve the County of any of its obligations hereunder, (c) the assignment, transfer or sublease shall not result in a breach of any covenant of the County contained in any other Section hereof, (d) any such assignment, transfer or sublease shall by its terms expressly provide that the fair rental value of the Leased Property for all purposes shall be first allocated to this Facility Lease, as the same may be amended from time to time before or after any such assignment, transfer or sublease and (e) no such assignment, transfer or sublease shall confer upon the parties thereto any remedy which allows reentry upon the Leased Property unless concurrently with granting such remedy the same shall be also granted hereunder by an amendnient to this Facility Lease which shall in all instances be prior to and superior to any such assignment, transfer or sublease.

Section 2.05. Liens. fn the event the County shall at any time during the term hereof cause any improvements to the Leased Property to be constructed or materials to be supplied in or upon or attached to the Leased Property, the County shall pay or cause to be paid when due all sums of money that may become due or purporting to be due for any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the County in, upon, about or relating to the Leased Property and shaH keep the Leased Property free of any and all liens against the Leased Property or the Authority's interest therein. In the event any such lien attaches to or is filed against the Leased Property or the Authority's interest therein, and the enforcement thereof is not stayed or if so stayed such stay thereafter expires, the County shall cause each such lien to be fully discharged and released at the time the perfonnance of any obligation secured by any such lien matures or becomes due. If any such lien shall be reduced to final judgment and such judgment or any process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and such stay thereafter expires, the County shall forthwith pay and discharge or cause to be paid and discharged such judgment. The County shall, to the maximum extent permitted by law, indemnify and bold the Authority and 1ts assignee and its directors, officers and employees harmless from, and defend each of them against, any claim, demand, loss, damage, liability or expense (including attorneys' fees) as a result of any such lien or claim of lien against the Leased Property or the Authority's interest therein.

Section 2.06. Substitution or Removal of Leased Property.

(a) The County may, so long as no Event of Default has occurred and is continuing, amend this Facility Lease and the Site Lease to substitute other real property and/or improvements (the "Substituted Property") for existing Leased Property and/or to remove real property (inc1uding undivided interests therein) and/or improvements from the definition of Leased Property, upon compliance with all of the conditions set forth in subsection (c) below. After a Substitution or Removal, the part of the Leased Property for which the Substitution or Removal has been effected shall be released from the leasehold hereunder and under the Site Lease.

(b) If at any time the Leased Property is damaged or destroyed by an earthquake for which earthquake insurance or rental interruption insurance are not available, the County shall substitute Substituted Property for the Leased Property in accordance with the provisions set forth in Section 2.06(c) hereof, provided that nothing in this paragraph shall supersede the provisions of Section 5.04 hereof.

8 (c) No Substitution or Removal shall take place hereunder until the County delivers to the Authority and the Assignee the following: !

( 1) A Certificate of the County containing a description of all or part of the Leased Property to be released and, in the event of a Substitution, a description of the Substituted Property to be substituted in its place;

(2) A Certificate of the County (A) stating that the annual fair rental value of the Leased Property after a Substitution or Removal, in each year during the remaining term of this Facility Lease, is at least equal to the maximum annual Base Rental Payments payable hereunder attributable to the Leased Property prior to said Substitution or Removal, as detennined by the County on the basis of commercially reasonable evidence of the annual fair rental value of the Leased Property after said Substitution or Removal; (B) demonstrating that the useful life of the Leased Property after Substitution or Removal equals or exceeds the remaining term of this Facility Lease; and (C) stating that no event giving rise to abatement of Base Rental under Section 5.04 will have occurred with respect to the Leased Property following such substitution or removal;

(3) An Opinion of Counsel to the effect that the amendments hereto and to the Site Lease contemplating Substitution or Removal have been duly authorized, executed and delivered and constitute the valid and binding obligations of the County and the Authority enforceabie in accordance with their tenns;

(4) (A) In the event of a Substitution, a policy oftitle insurance in an amount equal to the same proportion of the principal amount as the principal portion of the Base Rental Payments for the Substituted Property bears to the total principal portion of the Base Rental Payments payable hereunder, insuring the County's leasehold interest in the Substituted Property (except any portion thereof which is not real property) subject only to Permitted Encumbrances, together with an endorsement thereto making said .policy payable to the Assignee, and (B) in the event of a partial Removal, evidence that the title insurance in effect immediately prior thereto is not affected;

(5) An Opinion of Counsel that the Substitution or Removal does not cause the interest component of the Base Rental Payments to be includable in gross income of the Assignee for federal income tax purposes (other than to the extent that the interest component of the Base Rental Payments made by the County under the Facility Lease will be included in gross income for federal income tax purposes as described in the opinion of Bond Counsel delivered in connection with the execution of this Facility Lease);

(6) Evidence that the County has complied with the covenants contained in Article VI hereof with respect to the Substituted Property; and

(7) The written consent of the Assignee.

ARTICLE III

TERM OF FACILITY LEASE

Section 3.01. Term of this Facility Lease. The effective date of this Facility Lease is the date of delivery hereof and the term of this Facility Lease shall end on the Expiry Date, unless such

9 term is extended or sooner terminated as hereinafter provided. If on the Expiry Date, the rental payable hereunder shall not be fully paid and all Base Rental Payments and Additional Payments shall not be fully paid and retired, or if the rental payable hereunder shall have been abated at any time and for any reason, then the term of this Facility Lease shall be extended until ten (10} days after all Base Rental Payments and Additional Payments payable hereunder shall be fully paid, except that the term of this Facility Lease shall in no event be extended beyond June 1, 2033. If prior to the Expiry Date, the rental payable hereunder shall he fully paid and all Base Rental Payments and Additional Payments shal1 have been fully paid, the tenn of this Facility Lease shall end ten (10) days thereafter or ten (10) days after written notice by the County to the Authority to the effect that the rental payable hereunder shall be fully paid and all Base Rental Payments and Additional Payments payable hereunder have been fully paid, whichever 1s earlier, and this Facility Lease shaH thereupon terminate.

ARTICLE IV

USE OF PROCEEDS; TAX COVENANTS

Section 4.01. Use of Proceeds. The proceeds received by the County from the Assignee upon the execution of this Facility Lease, the Site Lease and the Assignment will be used to redeem the Series 1998 Bonds and to pay the costs of executing and delivering this Facility Lease and matters relating thereto. _

Section 4.02. Tax Covenants. The County will not take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of the interest component of the Base Rental Payments made by the County under this Facility Lease pursuant to Section 103 of the Code, and specifically the County will not directly or indirectly use or make any use of the proceeds received in connection with the execution of this Facility Lease or any other funds of the County or take or omit to take any action that would cause the Base Rental Payments made by the County under this Facility Lease to be "arbitrage bonds" subject to federal income taxation by reason of Section 148 of the Code or "private activity bonds" subject to federal income taxation by reason of Section l41(a) of the Code or obligations subject to federal income taxation because they are "federally guaranteed" as provided in Section 149(b) of the Code; and to that end the County, will comply with all requirements of such sections of the Code to the extent that such requirements are, at the time, applicable and in effect; provided, that if the County shall obtain an Opinion of Counsel to the effect that any action required under this section is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of the interest component of the Base Rental Payments made by the County under this Facility Lease p~rsuant to Section 103 of the Code, the County may rely conclusively on such opinion in complying with the provisions hereof.

ARTICLE V

RENTAL PAYMENTS

Section 5.01. Rental Payments. The County agrees to pay to the Authority, its successors or assigns, without deduction or offset of any kind, as rental for the use and occupancy of the Leased Property, the following amounts at the following times:

(a) Base Rental. The County shall pay to the Authority as rental for the use and occupancy of the Leased Property. Base Rental Payments (denominated into components of principal and interest) at the times and in the amounts set forth in the Base Rental Payment Schedule attached hereto as Exhibit B, as such exhibit may be amended and modified from time to time, to be due and payable on the respective Base Rental Payment Dates. Each Base Rental Payment shall be deposited with the Assignee

10 no later than the Base Rental Payment Date on which such Base Rental Payment is due. Failure of the County to comply with the provisions of this section shall constitute an event of default under this Facility Lease. The interest components of the Base Rental Payments shall be paid by the County as and constitute interest paid on the principal components of the Base Rental Payments to be paid by the County hereunder. The obligation to make the Base Rental Payments set forth on Exhibit B attached hereto shall commence on the date of execution and delivery of this Facility Lease.

If the tenn of this Facility Lease shall have been extended pursuant to Section 3.01 hereof. Base Rental Payment installments shall continue to be payable on the Base Rental Payment Dates, continuing to and including the date of termination of this Facility Lease. Upon such extension of this Facility Lease, the County shall deliver to the Assignee a certificate setting forth the extended rental payment schedule, which schedule shall establish the Base Rental Payments at an amount sufficient to pay all unpaid principal and interest with respect to this Facility Lease.

The County agrees to deposit, upon receipt thereof, all amounts received in accordance with Government Code Section 76000 into the Courthouse Fund and the Criminal Justice Facilities Fund, respectively. The County agrees that, subject to applicable law, it will in each fiscal year during the term of the Facility Lease utilize all moneys in the Courthouse Fund and the Criminal Justice Facilities Fund for the payment of Base Rental Payments in such fiscal year. Amounts in the Courthouse Fund and the Criminal Justice Facilities Fund in excess of the amounts required for payment of Base Rental Payments may be used by the County for any other lawful purpose. ln the event moneys in the Courthouse Fund and the Criminal Justice Facilities Fund are insufficient in any fiscal year to pay amounts due as principal and interest components of Base Rental Payments in such fiscal year, the County shall pay such deficiency from any lawfully available funds of the County.

(b) Additional Payments. The County shall also pay, as rental hereunder in addition to the Base Rental Payments, to the Authority, as hereinafter provided, such amounts ("Additional Payments") in each year as shall be required for the payment of all costs and expenses incurred by the Authority in connection with the execution, perfonnance or enforcement of this Facility Lease or tbe assignment hereof, the Trust Agreement or the respective interests in the Leased Property and the lease of the Leased Property by the Authority to the County hereunder, including but not limited to all fees, costs and expenses and all administrative costs of the Authority relating to the Leased Property including, without limiting the generality of the foregoing, salaries and wages of employees, overhead, insurance premiums, taxes and assessments (if any), fees of auditors, accountants, attorneys or engineers, insurance premiums, and all other reasonable and necessary administrative costs of the Authority or charges required to be paid by it to comply with the tenns of this Facility Lease.

(c) Consideration. Such payments of Base Rental Payments during the term of this Facility Lease shall constitute, together with Additional Payments, the total amount due and shall be paid or payable by the County for and in consideration of the right of the use and possession of, and the continued quiet use and enjoyment of. the Leased Property. The parties hereto have agreed and determined that the annual fair rental value of the Leased Property is not less than the maximum Base Rental Payments payable hereunder in any year. In making such determinations of annual fair rental value, consideration has been given to a variety of factors including the replacement costs of the existing improvements on the Leased Property, other obligations of the parties under this Facility Lease, the uses and pUIJlOses which may be served by the improvements on the Leased Property and the benefits therefrom which will accrue to the County and the general public.

(d) Payment; Credit. Each installment of Base Rental Payments payable hereunder shall be paid in lawful money of the United States of America to or upon the order of the Assignee, as assignee of the Authority, in such manner as the Assignee shall direct. Any such installment of rental

11 accnting hereunder which shall not be paid when due shall remain due and payable until received by the Assignee, except as provided in Section 5.04 hereof, and to the extent permitted by law shall bear interest at the rate of ten percent per annum from the date when the same is due hereunder until the same shall be paid. Notwithstanding any dispute between the County and the Authority, the County shall make all rental payments when due, without deduction or offset of any kind, and shall not withhold any rental payments pending the final resolution of any such dispute. In the event of a determination that the County was not liable for said rental payments or any portion. thereof, said payments or excess of payments, as the case may be, shall, at the option of the County, be credited against subsequent rental payments due hereunder or be refunded at the time of such determination. Any payment scheduLed to be made on a date which is not a Business Day shall be made on the next succeeding Business Day.

Section 5.02. Annual Budgets; Reporting Requirements. The County covenants to take such action as may be necessary to include all Base Rental Payments and Additional Payments due under this Facility Lease in its operating budget for the Gimeral Fund for each Fiscal Year commencing after the date hereof and to make all necessary appropriations for such Base Rental Payments and Additional Payments.

Section 5.03. Application of Rental Payments. All Base Rental Payments received shall be applied first to the interest components of the Base Rental Payments due hereunder, then to the principal components (including any prepayment premium components) of the Base Rental Payments due hereunder and thereafter to all Additional Payments due hereunder, but no such application of any payments which are less than the total rental due and owing shall be deemed a waiver of any default hereunder.

Section 5.04. Rental Abatement. Except to the extent of amounts received in respect of rental intenuption insurance during any period in which, by reason of material damage, destruction, title defect, condemnation, there is substantial interference with the use and possession by the County of any portion of the Leased Property, rental payments due hereunder with respect to the Leased Property shall be abated to the extent that the annual fair rental value of the portion of the Leased Property in respect of wlrich there is no substantial interference is less than the annual Base Rental Payments, in which case rental payments shall be abated only by an amount equal to the difference. In the event the County shall assign, transfer or sublease any or all of the Leased Property or other rights hereunder, as permitted by Section 2.04 hereof, for purposes of determining the annual fair rental value available to pay Base Rental Payments, annual fair rental yalue of the Leased Property shall first be allocated to this Facility Lease as provided in clause (d) of Section 2.04 hereof. Any abatement of rental payments pursuant to this Section shall not be considered an Event of Default as defined in Article X hereof. The County waives the benefiis of subsection 2 of Section 1932 and subsection 4 of Section 1933 of the California Civil Code, but such waiver shall not limit any of the rights of the County under the terms of this Facility Lease. Such abatement shall continue for the period commencing with the date of such damage, destruction, title defect or condemnation and ending with the substantial completion of the work of repair or replacement of the portions of the Leased Property so damaged, destroyed, defective or condemned.

Section 5.05. Prepayment of Rental Payments. The County may prepay, from eminent domain proceeds or net insurance proceeds received by it pursuant to Section 7.01 hereof, all or any portion of the principal components ofBase Rental Payments then unpaid on any date in an amount equal to the principal component to be prepaid plus accrued interest thereon to the date of prepayment without any premium.

The County may prepay, from any source of available moneys all or any portion of the principal components of Base Rental Payments then unpaid, on any date on and after June 1, 2017 in an

12 amount equal to the principal component to be prepaid plus accrued interest thereon to the date of prepayment without any premium.

The County shall give written notice to the Authority and the Assignee of the date and amount of such prepayment at least 5 Business Days prior to any prepayment date.

Section 5.06. Obligation to Make Rental Payments. The agreements and covenants on the part of the County contained herein shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the County to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the County to carry out and perform tile agreements and covenants contained herein agreed to be carried out and perfonned by the County.

THE OBLIGATION OF THE COUNTY TO MAKE BASE RENTAL PAYMENTS AND TO PAY ADDIDONAL PAYMENTS DOES NOT CONSTITUTE AN OBLIGATION OF THE COUNTY FOR WHICH THE COUNTY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE COUNTY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. THE OBLIGATION TO MAKE RENTAL PAYMENTS AND TO PAY ADDITIONAL RENT DOES NOT CONSTifUTE AN INDEBTEDNESS OF THE COUNTY, THE STATE OF CALIFORNIA OR ANY POLIDCAL SUBDNISION THEREOF WTI1IIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION.

ARTICLE VI

MAINTENANCE; TAXES; INSURANCE AND OTHER CHARGES

Section 6.01. Maintenance of the Leased Property by the County: The County agrees that, at all times during the tenn hereof, it will, at its own cost and expense, maintain, preserve and keep, or cause to be maintained, preserved and kept, the Leased Property and every portion thereof in good repair, working order and condition and that it will from time to time make or cause to be made all necessary and proper repairs, replacements and renewals. · The Authority shall have no responsibility in any of these matters or for the making of additions or improvements to the Leased Property.

Section 6.02. Taxes, Other Governmental Charges and Utility Charges. The parties hereto contemplate that the Leased Property will be used for public purposes by the County and, therefore, that the Leased Property will be exempt from all taxes presently assessed and levied with respect to real and personal property, respectively. In the event that the use, possession or acquisition by the County or the Authority of the Leased Property is found to be subject to taxation in any fonn, the County will pay during the term hereof, as the same respectively become due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or ievied against or with respect to the Leased Property and any other property acquired by the County in substitution for, as a renewal or replacement of, or a modification, improvement or addition to, the Leased Property, as well as all gas, water, steam, electricity, heat, power, air conditioning, telephone, utility and other charges incurred in the operation, maintenance; use, occupancy and upkeep of the Leased Property; provided, that with respect to any governmental charges or taxes that may lawfully be paid in installments over a period of years, tbe Connty shall be obligated to pay only such installments as are accmed during such time as this Facility Lease is in effect.

13 Section 6.03. Public Liabi1ity and Propem Damage Insurance; Workers' Compensation Insurance.

(a) Public Liability and Prope& Damage. The County shall maintain or cause to be maintained, throughout the Tenn of this Facility Lease, a standard comprehensive general public liability and property damage insurance policy or policies in protection of the County, its officers, agents and employees, including as to the peril of earthquake if such insurance is available at reasonable cost from reputable insurance companies. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the use or operation of the' Leased Property.

Said policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in each accident or event, and in a minimum amount of $150,000 (subject to a deductible.clause of not to exceed $50,000) for damage to property resulting from each accident or event Such public liability and property damage insurance may, however, be in the fonn of a single limit policy in the amount of $3,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried by the County.

The Net Insurance and Condemnation Proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the insurance proceeds shall have been paid, including, where appropriate, the application of Net Insurance and Condemnation Proceeds with respect to the prepayment of the Base Rental Payments. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance carried by the County.

As an alternative to providing the insurance required by the first paragraph of this Section, the County may, upon receipt of the written consent ofthe Assignee, the consent of which shall not unreasonably be withheld or delayed, provide a self-insurance method or plan of protection which shall afford reasonable protection of the risks required to be insured against in light of all circumstances, giving consideration to cost, availability and similar plans or methods of protection adopted by public entities in the State other than the County.

(b) Workers' Compensation. The County shall also maintain or require (in the case of vendors or contractors and all subcontractors) throughout the Tenn of this Lease, workers' compensation insurance issued by a responsible carrier authorized under the laws of the State covering all employees working on the Leased Property, in the same amount and type as other workers' compensation insurance maintained by the County for similar employees doing similar work (and the County shall also require any other person or entity working on the Leased Property to carry the foregoing amount of workers' compensation insurance). Workers' compensation insurance may, to the extent provided by law, be maintained in the fonn of self-insurance.

Section 6.04. Fire and Theft Insurance. The Cmmty shall maintain or cause to be maintained, throughout the Term of this Facility Lease, insurance against loss or damage to any or all of the Leased Property by fire and lightning, witb extended coverage endorsement (which extended coverage endorsement shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and other hazards as are normally covered by such insurance), vandalism and malicious mischief insurance, sprinkler system leakage insurance, boiler insurance, and against loss of any of the Leased Property by theft.

Such insurance shall be in an amount equal to the greater of 1000/o of the replacement cost of the Leased Property (or, if under separate policies, in an aggregate amount equal to 100% of the

14 replacement cost of the Leased Property) or the outstanding principal Components of the Base Rental Payments, except that such insurance may be subject to deductible clauses of not to exceed $50,000 for any one loss; provided, howi...'Ver, that in no event shall such insurance be maintained in an aggregate amount less than the aggregate principal Components of the Base Rental Payments at that time Outstanding. Such insurance may be maintained as part of or in conjunction with any other fire and extended coverage insurance carried or required to be carried by the County and with the consent of the Assignee, the consent of which shall not unreasonably be withheld or delayed, may be maintained in the form of self-insurance by the County. The Net Insurance and Condemnation Proceeds of each policy or coverage shall be applied as provided in Section 7.01 hereof.

As an alternative to providing the insurance required by the first paragraph of this Section, for up to the first $1,000,000 of coverage the County may, upon re{:eipt of the written consent of the Assignee, the consent of which shall not unreasonably be withheld or delayed, provide a self insurance method or plan of protection which shall afford reasonable protection of the risks required to be insured against in light of all circumstances, giving consideration to cost, availability and similar plans or methods of protection adopted by public entities in the State other than the County.

Section 6.05. Rental Interruption Insurance.

(a) The County shall maintain or cause to be maintained with a reputable commercial insurer throughout the Term of this Lease insurance against loss, total or partial, of the use and occupancy of the Leased Property as a result of any of the hazards covered by Sections 6.03 and 6.04 hereof, in an amount not less than the maximum remaining scheduled Base Rental Payments for a 24- month period. Such insurance shall be subject to a deductible clause not to exceed $50,000. Such insurance may be maintained as part of or in conjunction with any other rental interruption insurance carried by the County but may not be maintained as self-insurance. The proceeds of such insurance shall be paid to the Assignee and shall be credited toward the payment of the Base Rental Payments in the order in which such Base Rental Payments come due and payable.

Section 6.06. General Insurance Provisions.

(a) Form of Policies. All policies of insurance obtained under the requirements of this Lease and any statements of self-insurance shall be in forms certified by an insurance agent, broker or consultant to the County to comply with the provisions hereof. Any insurance policy obtained under the requirements of this Lease shall be issued by a commercial insurer rated at least "A" by S&P, and shall be written or endorsed to list the Assignee, the Authority and the County as additional named insureds and the Assignee as loss payee, with in all instances the net proceeds, if any, of the insurance policy described in Section 6.05(a) above to be deposited with the Assignee, and each insurance policy provided for herein shall contain a provision to the effect that the insurance company shall not cancel the policy or modify it materially and adversely to the interests of the Assignee, the Authority or the County or fail to renew such policy without first giving written notice thereof to the Assignee, the Authority and the County at least 30 days in advance of such intended cancellation or modification or failure to renew.

(b) Payment of Premiums. The County shall pay or cause to be paid when due the premiums for all insurance policies required by this Lease, and shall promptly furnish or cause to be furnished to the Assignee a certificate to such effect accompanied by evidence of such payments.

(c) Evidence of Insurance. The County will deliver to the Authority and the Assignee by May 30 of each year a .certificate to the effect that the requirements of Sections 6.03, 6.04, 6.05 hereof have been satisfied.

15 (d) Self-Insurance Requirements. If the County chooses to self-insure for any of the risks described in Sections 6.03 and 6.04 for which self-insurance is permitted, it shall annually provide evidence to the Assignee and the Authority to the effect that (i) the County has segregated amounts meeting such requirements in a special insurance reserve account dedicated to the Leased Property. (ii) a certificate of an Insurance Consultant addressed to the Assignee and the Authority to the effect that the County's general insurance reserves are adequate to provide the required amount of coverage, and {iii) an actuarial statement attesting to the sufficiency of the program's assets.

Section 6.07. Advances. In the event the County shall fail to maintain the full insurance coverage required hereby or shall fail to keep the Leased Property in good repair and operating condition, the Authority may (but shall be under no obligation to) purchase the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof; and all amounts so advanced therefor by the Authority shall become Additional Payments, which amounts the County agrees to pay within 30 days of a written request therefor, together with interest thereon at the maximum rate allowed by law.

Section 6.08. Title Insurance. The County concurrently with the execution and delivery of this Facility Lease the County has delivered or cause to be delivered to the Assignee a CLTA owner's policy or policies, or a commitment for such policy or policies, with respect to the Leased Property with liability in the aggregate amount equal to the principal component of all Base Rental Payments payable hereunder. Such policy or policies shall insure the fee title of the County in the Leased Property, the subleasehold estate of the Authority in the Leased Property and the leasehold interest of the County in the Leased Property (provided that one or more of said estates may be insured through an endorsement to such policy) subject only to the Permitted Encumbrances and such exceptions as do not materially affect the County's right to the use and occupancy of the Leased Property.

ARTICLE·vn

DAMAGE, DESTRUCTION, TITLE DEFECT AND CONDEMNATION

Section 7.01. Damage, Destruction, Title Defect and Condemnation; Use of Net Proceeds. If prior to the termination of the term hereof (a) the Leased Property or any portion thereof is destroyed (in whole or in part) or is damaged by frre or other casualty; or (b) title to, or the temporary use of, the Leased Property or any portion thereof or the estate of the County or the Authority in the Leased Property or any portion thereof is defective or shall be taken under the exercise of the power of eminent domain by any goverrunental body or by any person or firm or Authority acting under governmental authority, then the County and the Authority will cause the net proceeds of any insurance claim or condemnation award to be applied to the prompt repair, restoration, modification, improvement or replacement of the damaged, destroyed, defective or condemned portion of the Leased Property, and any balance of the net proceeds remaining after such work has been completed shall be paid to the County; provided, that the County, at its option and provided the proceeds of such insurance or condemnation award together with any other moneys then available for the purpose are at least sufficient to prepay the aggregate annual amounts of the principal and interest components of the Base Rental Payments due hereunder attributable to the portion of the Leased Property so destroyed, damaged, defective or condemned (determined by reference to the proportion which the annual fair rental value of the destroyed, damaged, defective or condemned portion thereof bears to the annual fair rental value of the Leased Property), may elect not to repair, reconstruct or replace the damaged, destroyed, defective or condemned portion of the Leased Property and thereupon shaH cause said proceeds to be used for the prepayment of the Base Rental Payments pursuant to Section 5.05 of this Facilities Lease. Notwithstanding any other provision herein, the County shall only prepay less than all of the principal component of the then remaining Base Rental Payments if the annual fair rental value of the Leased Property after such damage,

16 destruction, title defect or condemnation is at least equal to the aggregate annual amount of the principal and interest components of the Base Rental Payments not being prepaid.

In the event that the proceeds, if any, of said insurance or condemnation award are insufficient either to (i) repair, rebuild or replace the Leased Property so that the fair rental value of the Leased Property would be at least equal to the Base Rental Payments or (ii) to prepay all the Base Rental Payments, both as provided in the preceding parngraph, then the County may, in its sole discretion, budget and appropriate an amount necessary, but in no event more than the net proceeds available from any insurance claim or condemnation award described in Section 7.01 hereof, to effect such repair, rebuilding or replacement or prepayment; provided that the failure of the County to so budget and/or appropriate shall not be a breach of or default under this Facility Lease.

ARTICLE VIII

DISCLAIMER OF WARRANTIES; VENDOR'S WARRANTIES; USE OF THE LEASED PROPERTY

Section 8.01. Disclaimer of Warranties. TilE AUfHORITY MAKES NO AGREEMENT, WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE LEASED PROPERTY, OR WARRANT¥ WITH RESPECT THERETO. 1HE COUNTY ACKNOWLEDGES THAT THE AUTHORITY IS NOT A MANUFACTURER OF ANY PORTION OF THE LEASED PROPERTY OR A DEALER THEREIN, THAT THE COUNTY LEASES THE LEASED PROPERTY AS-IS, IT BEING AGREED THAT ALL OF THE AFOREMENTIONED RISKS ARE TO BE BORNE BY THE COUNTY. In no event shall the Authority be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Facility Lease or the existence, furnishing, functioning or the County's use of the Leased Property as provided hereby.

Section 8.02. Use of the Leased Property; Improvements. The County will not use, operate or maintain the Leased Property improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated hereby. The County shall provide all pennits and licenses. if any, necessary for the use of the Leased Property. In addition, the County agrees to comply in all respects (including, without limitation, with respect to the use, maintenance and operation of each portion of the Leased Property) with all laws of the jurisdictions in which its operations involving any portion of the Leased Property may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the Leased Property; provided, that the County may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of the County adversely affect the estate of the Authority in and to the Leased Property or its interest or rights hereunder.

ARTICLE IX

ASSIGNMENT AND INDEMNIFICATION

Section 9.01. Assignment by Authority. The parties hereto understand that certain of the rights of the Authority hereunder and under the Site Lease will be assigned to the Assignee pur-Suant to the Assignment Agreement, and accordingly the County agrees to make all payments due hereunder to the Assignee, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach hereof or otherwise) that the County may from time to time have against the Authority. The County agrees to execute all documents, including notices of assignment and chattel mortgages or

17 financing statements, which may be reasonably requested by the Authority or the Assignee to protect their respective interests in the Leased Property during the term hereof. The Assignee agrees not to assign or sell or otherwise dispose of its interests hereunder except in whole to an affiliate of the Assignee or accredited investors if such affiliate or accredited investor delivers a letter in substantially the form attached to the Assignment Agreement as Exhibit A.

Section 9.02. Assignment and Subleasin!! bv Countv. This Facility Lease and the interest of the County in the Leased Property may not be assigned or encumbered by the County except as permitted by Section 2.04 hereof and this Section 9.02. The County may sublease the Leased Property or any portion thereof, but only with the prior written consent of the Authority, Authority the consent of which shall not unreasonably be withheld or delayed, subject to all of the following conditions:

(a) This Facility Lease and the obligation of the County to make Base Rental Payments hereunder shall remain obligations of the County;

(b) The County shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to the Authority and the Assignee a true and complete copy of such sublease;

(c) No such sublease by the County sha1l cause the Leased Property to be used for a purpose other than as may be authorized under the provisions of the constitution and laws of the State; and

(d) The County shall furnish the Authority and the Assignee with a written Opinion of Counsel stating that such sublease will not in and of itself result in the interest components of the Base Rental Payments to become subject to federal income taxation.

Section 9.03. Indemnification. The County shall, to the full extent then pennitted by law, indemnify, protect, hold hannless, save and keep harmless the Authority and the Assignee and their respective directors, officers and employees from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of the cause thereof, and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest arising out of or as the result of the entering into of this Facility Lease, the acquisition, constmction, installation and use of the Leased Property and each portion thereof or any accident in connection with the operation, use, condition or possession of the Leased Property or any portion thereof resulting in damage to property or injury to or death to any person including, without limitation, any claim alleging latent and other defects, whether or not discoverable by the County or the Authority; any claim arising out of the failure to comply with any ApJJlicable Environmental Laws or the use, presence, storage, disposal or release of any Hazardous Substances on or about the Leased Property; any claim for patent, trademark or copyright infringement; and any claim arising out of strict liability in tort; and any loss of the federal income tax exemption of the interest portion of Base Rental Payments and any interest or penalties ·imposed by the Internal Revenue Service on the Assignee in connection therewith, any such amount with respect to past Base Rental Payments to be paid to the Assignee in a single lump sum payment upon demand of the Assignee, and any such amount with respect to future Base rental Payments to be paid as an increase in the interest component of Base Rental Payments such that the after tax yield to the Assignee shall remain the same following the loss of the federal income tax. exemption as it was before such loss of tax exemption. The indemnification arising under this Section 9.03 shall continue in full force and effect notwithstanding the full payment of all obligations hereunder or the termination hereof for any reason. The County, the Assignee and the Authority mutually agree to promptly give notice to each other of any claim or liability hereby indemnified against following the learning thereof by such party.

18 ARTICLE X

DEFAULT,

Section lO.Ol.Default.

(a) The following events shall be ''Events of Default" under this Facility Lease and the tenns "Event of Default" and "Default" shall mean, whenever they are used in this Facility Lease, any one or more of the following events:

(1) The County shall fail to pay any Base Rental Payment required to be so deposited by the close of business on the day such deposit is required pursuant to Section 5.0l(a) hereof; provided, however, that the failure to deposit any Base Rental Payments abated pursuant to Section 5,04 hereof shall not constitute an Event_ of Default;

(2} The County shall fail to pay any item of Additional Payments when the same shall become due and payable pursuant to Section 5.01 (b) hereof;

(3) The County shall fail to maintain insurance as required under Article VI hereof;

( 4) The County shalt breach any other tenus, covenants or conditions contained herein or in the Trust Agreement, and shall fail to remedy any such breach with all reasonable dispatch within a period of 30 days after written notice thereof from the Authority to the County; provided, however, that if the failure !ltated in the notice cannot be corrected within such period, then the Authority shall not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the County within sucb period and is diligently pursued until the default is corrected;

( 5) An event of default by the County has occurred and is continuing under the Site Lease;

(6) Any statement representation or warranty of the County pursuant to this Facility Lease or in connection with its execution shall have been false, incorrect or misleading when made;

(7) The County shall become insolvent or be unable to pay its debts and perform its obligations as the same become due, or the County shall be the subject of bankruptcy, insolvency or receivership proceedings under any applicable law; or

{8) Any default occurs under any other agreement for borrowed money, lease financing or otherwise receiving credit under which the CoWJty is an obligor.

(b) Upon any such default, the Authority, in addition to all other rights and remedies it may have at law, will have the option to do any of the following:

(1) To tenninate this Facility Lease in the manner hereinafter provided on account of default the County, notwithstanding any re-entry or re-letting of the Leased Property as hereinafter provided for in subparagraph (2) below and to re-enter the Leased Property and remove all persons in possession thereof and all personal property whatsoever situated upon the

19 Leased Property and place such personal property in storage in any warehouse or other suitable place in the County of Shasta, California. In the event of such tem1ination, the County agrees to surrender immediately possession of the Leased Property, without let or hindrance, and to pay the Authority all damages recoverable at law that the Authority may incur by reason of default by the County, including, without limitation, any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon the Leased Property and removal or storage of such property by the Authority or its duly authorized agents in accordance with the provisions contained in this Facility Lease. Neither notice to pay rent or to deliver up possession of the Leased Property given pursuant to law nor any entry or re-entry by the Authority nor any proceeding in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Leased Property nor the appointment of a receiver upon initiative of the Authority to protect the Authority's interest under this Facility Lease will of itself operate to terminate this Facility Lease, and no termination of this Facility Lease on account of default by the County will become effective by operation of law or acts of the parties thereto or otherwise, unless and until the Authority has given written notice to the County of the election on the part of the Authority to terminate this Facility Lease. The County covenants and agrees that no surrender of the Leased Property or of the remainder of the term of this Facility Lease or any termination of this Facility Lease will be valid in any manner or for any purpose whatsoever unless stated or accepted by the Authority by such written notice.

(2) Without terminating this Facility Lease, (i) to collect each installment of rent as it becomes due and enforce any other term or provision of this Facility Lease to be kept or performed by the County, regardless of whether or not the County has abandoned the Leased Property, or (ii) to exercise any and all rights of entry and re-entry upon the Leased Property. In the event the Authority does not elect to terminate this Facility Lease in the manner provided for in subparagraph (I) above, the County will remain Hable and agrees to keep or perform all covenants and conditions contained in this Facility Lease to be kept or performed by the County and, if the Leased Property is not re-let, to pay the full amount of the rent to the end of the term of this Facility Lease or, in the event that the Leased Property is 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 provided above for the payment of rent under this Facility Lease (without acceleration), notwithstanding the fact that the Authority may have received in previous years or may receive thereafter in subsequent years rental in excess of the rental therein specified and notwithstanding any entry or re-entry by the Authority or suit in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such entry or reentry or obtaining possession of the Leased Property. Should the Authority elect to enter or re-enter as provided in this Facility Lease, the County irrevocably appoints the Authority as the agent and attorney-in-fact of the County to re·let the Leased Property, or any part thereof, from time to time, either in the Authority's name or otherwise, upon such terms and conditions and for such use and period as the Authority may deem advisable, and to remove all persons in possession thereof and all personal property whatsoever situated upon the Leased Property and to place such personal property in storage in any warehouse or other suitable place in the County of Shasta, California, for the account of and at the expense of the County, and the ColiDty exempts and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon and re-letting of the Leased Property and removal of and storage of such property by the Authority or its duly authorized agents in accordance with the provisions contained in this Facility Lease. The County agrees that the terms of this Facility Lease constitute full and sufficient notice of the right of the Authority to re-let the Leased Property and to do all other acts to maintain or preserve the Leased Property as the Authority deems necessary or desirable in the event of such re-entry without effecting a surrender of this Facility Lease, and further agrees that no acts of the Authority in effecting such re-letting

20 will constitute a surrender or termination of this Facility Lease, irrespective of the use or the term for which such re-letting is made or the terms and conditions of such re-letting, or otherwise, but that, on the contrary, in the event of such default by the County the right to terminate this Facility Lease will vest in the Authority to be effected in the sole and exclusive manner provided for in subparagraph (l) above. The County further waives the right to rental obtained by the Authority in excess of the rental specified in this Facility Lease and thereby conveys and releases such excess to the Authority as compensation to the Authority for its services in re-Ietting the Leased Property or any part thereof. The County further agrees to pay the Authority the cost of any alterations or additions to the Leased Property or any part thereof necessary to place the Leased Property or any part thereof in condition for re-letting immediately upon notice to the County of the completion and installation of such additions or alterations.

The County waives any and all claims for damages caused or which may be caused by the Authority in re-entering and taking possession of the Leased Property as provided in this Facility Lease and all claims for damages that may result from the destruction of or injury to the Leased Property 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 Leased Property.

(c) If (t) the County's interest in this Facility Lease or any part thereof is assigned or transferred, either voluntarily or by operation of law or otherwise, without the written consent of the Authority, or (2) the County or any assignee files any petition or institutes any proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby the County asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of the County's debts or obligations or offers to the County's creditors to effect a composition or extension of time to pay the County's debts or asks, seeks or prays for reorganization or to effect a plan of reorganization, or for a readjustment of the County's debts, or for any other similar relief, or if any such petition or any such proceedings of the same or similar kind or character are filed or instituted or taken against the County, or if a receiver of the business or of the property or assets of the County is appointed by any court, except a receiver appointed at the instance or request of the Authority, or if the County makes a general or any assignment for the benefit of the County's creditors, or (3) the County abandons or vacates any part of the Leased Property (except pursuant to certain provisions of this Facility Lease), then the County will be deemed to be in default under this Facility Lease.

(d) In addition to the other remedies set forth above, upon the occurrence of an event of default, the Authority is entitled to proceed to protect and enforce the rights vested in the Authority by this Facility Lease or by law. The provisions of this Faci1ity Lease and the duties of the County and of its supervisors, officers or employees are enforceable by the Authority by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Without limiting the generality of the foregoing, the Authority shall have the right to bring the following actions:

(I) Accounting. By action or suit in equity to require the County and its supervisors, officers and employees and its assigns to account as the trustee of an express trust.

(2) Injunction. By action or suit in equity to enjoin any acts or things which may be unlawful or in violation of the rights of the Authority.

(3) Mandamus. By mandamus or other suit, action or proceeding at law or in equity to enforce the Authority's rights against the County (and its board, officers and employees)

21 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.

(e) The County acknowledges and agrees that the rights and remedies of this Article IX have been assigned by the Authority to the Assignee and that all rights and remedies exercisable by the Authority hereunder shall, with the same force and effect, be exercised solely by the Assignee. In furtherance thereof, the Authority hereby irrevocably appoints the Assignee as the agent and attorney-in-fact of the Authority for the purposes of exercising any of the remedies hereunder.

ARTICLE XI

MISCELLANEOUS

Section 11.01. ~· All written notices to be given hereunder shall be given by first class mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namel.y:

If to the Authority:

Shasta Joint Powers Financing Authority 1450 Court Street Suite 308B Redding, California 96001 Attention: Lawrence G. Lees, Secretary

If to the County:

County of Shasta 1450 Court Street Suite 308B Redding, California 96001 Attention: Bebe Palin, Administrative Fiscal Chief

If to the Assignee:

Bank of America, N. A. 555 California Street, 4th Floor San Francisco, California 94104 Attn: Contract Administration

Section 11.02. Binding Effect. This Facility Lease shall inure to the benefit of and shall be binding upon the Authority and the County and their respective successors and assigns.

Section 11.03. Assignee as Third Party Beneficiary. The Assignee is hereby designated a third party beneficiary hereunder for the purpose of enforcing any of the rights hereunder assigned to the Assignee under the Assignment Agreement.

Section 11.04. Net LeaS.£· It is the purpose and intent of the Authority and the County that lease payments hereunder shall be absolutely net to the Authority so that this Facility Lease shall yield to the Authority the lease payments, free of any charges, assessments or impositions of any kind charged, assessed or imposed on or against the Leased Property, and without counterclaim, deduction.

22 defense, deferment or set-off by the County except as herein specifically otherwise provided. The Authority shall not be expected or required to pay any such charge, assessment or imposition, or be under any obligation or liability hereunder except as herein expressly set forth, and all costs, expenses and obligations of any kind relating to the maintenance and operation of the Leased Property which may arise or become due during the term of this Facility Lease shall be paid by the County.

Section 11.05. Amendments. This Facility Lease, the Site Lease and the Assignment Agreement may be amended in writing as may be mutually agreed by the Authority, the County and the Assignee.

Section 11.06. Discharge of County. Upon the payment of all Base Rental Payments and Additional Payments payable hereunder, all of tbe obligations of the County hereunder shall thereupon cease, terminate and become void and shall be discharged and satisfied.

Section 11.07. Severability. If any one or more of the agreements, conditions, covenants or terms hereof shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the fmding or order or decree of which becomes fmhl, none of the remaining agreements, conditions, covenants or terms hereof shall be affected thereby, and each provision of this Facility Lease shall be valid and enforceable to the fullest extent pennitted by law.

Section 11.08. Governing Law. This Facility Lease shall be governed by and construed and interpreted in accordance with the laws of the State of California.

Section 11.09. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to defme or limit the scope of any provision hereof.

Section 11 ,] 0. Counterparts. This Facility Lease may be executed and entered into in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.

23 IN WITNESS WHEREOF, the County and the Authority have caused this Facility Lease to be executed by their respected officers thereunto duly authmized, all as of the day and year first above written.

SHASTA JOINT POWERS FINANCING AUTHORITY, as Lessee By:~ LES BAUGH, Chair

Attest:

LAWRENCE G. LEES, Secretary Shasta Joit

RUBJNE:'cRUSE, JR., County Counsel ::UN2L:T: Lessor

LES BAUGH, Chairman Board of Supervisors, County of Shasta State of California

Attest:

LAWRENCE G. LEES, Clerk of the oard of Supervisors

By:

A':pproved as to fom1:

RUBIN E. CRUSE, JR. County~ounsel

24 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE Section 1189 STATE OF CALIFORNIA ) ) ss. COUNTY OF SHASTA )

On November 1, 2011 , before me, Charlene D. Wilburn, Notary Public Date Name and Title of~fficer (e.g. "Jane Doe, Notary Public") personally appeared -=L.:;..:es'-'B=-a:.:.::u:;;gch__ -:-::-----:::-=----:-c:------ Name ofSigner(s)

who proved to me on the basis of satisfactory evidence to the person~) whose name~) isf.ai;e subscribed to the within instrument and acknowledged to me that he/~ executed the same in hisllnutlilei:r authorized capacity(ic), and that by his~r signature(!~') on the instrument the person(i9, or the entity upon behalf of which the person(ll) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal. ~~.A~ Place Notary Seal Above Signature ofNotary Public

OPTIONAL

Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form to another document.

Description of Atta Title of Type of Document: Document Date: Signer(s) Other Than Names Above: Capacity(ies) Claimed by Signer(s) Signer's Name: o Individual o Corporate Officer- Title(s):

llllolll II II \JI\)'((1\, l RH,III 11!1 \1111'111'1 PI \It, "\I It I II '1(,\,( H

0 Top of lh11mb hert Top of thumb here o Guardian or Conservator o Guardian or Conservator o Other: o Other:

o Signer is Representing: o Signer is Representing:

------·-·---·-- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE Section 1189 STATE OF CALIFORNIA ) ) ss. COUNTY OF SHASTA )

On November 11 2011 ,befureme, _C~hM~le~n~e~D~·~W~i~lb~u~rn~,~N~o~tuy~~P~u~b~li~c~--~--~~------ Date Name and Title of Officer (e.g. "Jane Doe, Notary Public") personally appeared Lawrence G. Lees Name of Signer(s)

who proved to me on the basis of satisfactory evidence to the person~) whose name(

I certify under PENALTY OF PERJURY under the laws af the State of California that the foregoing paragraph is true and correct.

WlTNESS my hand and official seal. ~~·~ Place Notary Seal Above Signature ofNotary Public

OPTIONAL

me..mJiortnatlon below is not required by Jaw, it may prove valuable to persons relying on the fl'

Description of Attached D&.~:.utne11t Title of Type of Document: Document Date: Signer(s) Other Than Names Above; Capacity(ies) Claimed by Signer(s) Signer's Name: o Individual o Corporate Officer- Title(s):

o Partner - o Limited o General ltii.JII 1111 \lltl'ltl'-1 o Attorney in Fact Ol 'lt. '\I H o Trustee Top of th\IITib heR o Guardian or o Guardian or Conservator o Other: o Other:

0 o Signer is Representing: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE Section 1189 STATE OF CALIFORNIA ) ) ss. COUNTY OF SHASTA )

On November 1, 2011 , before me, ~C:::har:::.!!:le::_:ne~D:..:..·..::W:,.:.il:.:::b:.::um~, ~N:.::ota=...ryc...:P:...:u::..::b:;.:li:.::c--=-----=~,.,----- Date Name and Title of Officer (e.g. "Jane Doe, Notary Public") personally appeared _:_:Ja:::m::::e::::s...:R.:.:·..:R::.:.o:.::s.::..s----...,..---,------ Name ofSigner(s)

who proved to me on the basis of satisfactory evidence to the person(4 whose name('B) is/SAl subscribed to the within instrument and acknowledged to me that he/~y executed the same in hi~r authorized capacity(1et;), and that by hi~r signature(!IF) on the instrument the person(!.t), or the entity upon behalf of which the person(~ acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal. ~~.~~ Place Notary Seal Above Signature ofNotary Public

OPTIONAL

·---".. tc.·,.,.,...,tor .... below is not required by law, it may prove valuable to persons relying on the uu\;umLe"~n and reattachment of this form to another document.

Description of Attached DQ,mne•U Title of Type of Document: Document Date: Signer(s) Other Than Names Above: Capadty(ies) Claimed by Signer(s) Signer's Name: o Individual o Corporate Officer- Title(s):

o Partner - o Limited o General o Partner - o o Genera I ({(<.tlf lltl \llll'l;l\1 o Attorney in Fact o Attorney in Fact ( ~t 'll, ,, I~ o Trustee o Trustee Top ofth11mb here o Guardian or rn.nc<•,...,,,tooo o Guardian or Conservator o Other: o Other:

o Signer is Representing:

------·------CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE Section 1189 STATE OF CALIFORNIA ) ) ss. COUNTY OF SHASTA )

On November 1, 2011 ,befureme, _C~h~a~r~le~ne~D~.W~il~bu~m~,N~o~m~ry~P~u~b~lic~~~~--~~----- Date Name and Title of Officer (e.g. "Jane Doe, Notary Public") personally appeared Michelle Schafer Name of Signer(s)

who proved to me on the basis of satisfactory evidence to the person($) whose name(-lt} is/-. subscribed to the within instrument and acknowledged to me that m:/shekAey executed the same in lris/her/~r authorized capacity~), and that by itWher/their signature~) on the instrument the person(4), or the entity upon behalf of which the person(~ acted, executed the instrument

1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal. ~•AL~.rl:~ Place Notary Seal Above Signature of Notary Public

OPTIONAL

Though the 1 ft'l:"mM,.~·•nn below is not required by law, it may prove valuable to persons relying on the uv,,uu,L""" and could prevent reattachment of this form to another document.

Description of Attached Title of Type of Document: Document Date: Signer(s) Other Than Names Above: Capacity(ies) Claimed by Signer(s) Signer's Name: o Individual o Corporate Officer- Title(s): o Partner- o Limited o General HH,fi I I llf \ff,I'HI'\1 o Attomey in Fact Ill "It,'\ l It o Trustee Top of Ihumb here o Guardian or o Guardian or Conservator o Other: o Other: o Signer is Representing: o Signer is Representing: EXHIBIT A

Description of the Leased Property

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF REDDING, COUNTY OF SHASTA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

THE WHOLE OF BLOCK 22 AS SHOWN ON THE MAP OF TOWN OF REDDING, FILED IN THE OFFICE OF THE COUN1Y RECORDER SEPTEMBER 25, 1872 IN BOOK OF OLD PLATS AT PAGE 65, SHASTA COUNTY RECORDS.

ASSESSORSPARCELNO.lOl-780-069

A-1 EXliiBITB

Base Rental Payments Schedule

Base Rental Principal Component of Interest Component of Total Base Payment Date Base Rental Payment Base Rental Payment Rental Payment June 1,2012 $270,000.00 $81,139.69 $351,139.69 December 1,2012 200,000.00 66,978.75 266,978.75 June 1,2013 200,000.00 64,328.75 264,328.75 December 1,2013 205,000.00 61,678.75 266,678.75 June 1,2014 205,000.00 58,962.50 263,962.50 December 1,2014 215,000.00 56,246.25 271,246.25 June 1,2015 210,000.00 53,397.50 263,397.50 December 1,2015 220,000.00 50,615.00 270,615.00 June 1,2016 215,000.00 47,700.00 262,700.00 December 1,2016 220,000.00 44,851.25 264,851.25 June 1,2017 225,000.00 41,936.25 266,936.25 December 1,2017 230,000.00 38,955.00 268,955.00 June 1,2018 230,000.00 35,907.50 265,907.50 December 1,2018 235,000.00 32,860.00 267,860.00 June 1,2019 235,000.00 29,746.25 264,746.25 December 1,2019 245,000.00 26,632.50 271,632.50 June 1,2020 240,000.00 23,386.25 263,386.25 December 1,2020 245,000.00 20,206.25 265,206.25 June 1,2021 250,000.00 16,960.00 266,960.00 December 1 ,2021 255,000.00 13,647.50 268,647.50 June 1,2022 255,000.00 10,268.75 265,268.75 December 1,2022 260,000.00 6,890.00 266,890.00 June 1,2023 260,000.00 3,445.00 263,445.00

B-1 555 California Street, Floor San Francisco, CA 94104 Telephone: (415) 765-1897

BANK OF AMERICA, N.A.

November 4, 2011

County of Shasta Shasta, California

Shasta Joint Powers Financing Authority Shasta, California

Hawkins Delafield & Wood LLP Los Angeles, California

Re: County of Shasta 2011 Courthouse Lease

Ladies and Gentlemen:

The undersigned, Bank of America, N.A. (the "Bank"), hereby acknowledges receipt of the original, executed Assignment Agreement, dated as ofNovember 1, 2011 (the "Assignment Agreement"), by and between the Shasta Joint Powers Financing Authority (the "Authority"), as assignor, and the Bank, as assignee. Pursuant to the Assignment Agreement, for valuable consideration received by the County of Shasta (the "County"), the Authority assigns to the Bank without recourse certain of its rights under the Site Lease, dated as of November 1, 2011, by and between the County and the Authority, and the Facility Lease, dated as ofNovember 1, 2011 Lease"), by and between the Authority and the County, including all of the rights to receive the lease payments scheduled to be paid by the County pursuant to the Facility Lease (collectively, the "Transaction"). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Facility Lease.

In connection with the Transaction, the Bank hereby makes the following representations upon which you may rely:

1. The Bank has authority to enter into the Transaction and to execute this letter and any other instruments and documents required to be executed by the Bank connection with the Transaction. The undersigned is a duly appointed, qualified and acting officer of the Bank and is authorized to cause the Bank to make the certificates, representations and warranties contained by execution of this on behalf of the Bank.

2. The Bank is a ·"qualified institutional buyer" as defined Rule 144A promulgated under the Securities Act of 1933, as amended (a "Qualified Institutional Buyer"), has sufficient knowledge and experience in financial and business matters, including the and 1s capable of 1s to

3. The Transaction is being entered into by the Bank for investment for its own account, not a view toward resale or distribution of any interest thereof. The Bank does not intend at this time to dispose of all or any part of interests in the Transaction. The Bank understands that it may need to bear the risks of this investment for an indefinite time, since any assignment, sale or other disposition of its interests in the Transaction prior to the termination of the Site Lease and Facility Lease may not be possible.

The Bank understands that the Site Lease, the Facility Lease and the Assignment Agreement are not registered under the Securities Act of 1933, as amended; and further understands that the Transaction (a) is not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating service and (d) will be delivered in a form which may not be readily marketable.

6. The Bank acknowledges that the obligation of the County to make Base Rental Payments under the Facility Lease (i) are obligations payable solely from the revenues and funds provided for in the Facility Lease, subject to rental abatement, (ii) does not constitute an obligation of the County for which the County is obligated to levy or pledge any form of taxation or for which the County has levied or pledged any form of taxation, and (iii) does not constitute an indebtedness of the County, the State of California or any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction. The Authority shall not be directly or indirectly or contingently or morally obligated to use any other moneys or assets of the Authority for all or any portion of such debt service.

7. The Bank has made its own inquiry and analysis with respect to the Transaction and the security therefor, and other material factors affecting the security for the Transaction and payment of Base Rental Payments under the Facility Lease. The Bank is aware that the business involves certain political variables and risks that could adversely affect the security for the Transaction.

8. The Bank acknowledges that its interests in the Transaction, including without limitation those set forth and described in the Assignment Agreement, shall not be transferred, sold, assigned or otherwise disposed; provided, however, that nothing herein shall preclude the further assignment by the Assignee of its interests in the Transaction in whole to an affiliate of the Assignee, a Qualified Institutional Buyer or an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended), subject to compliance with the transfer restrictions set forth in the Facility Lease, including the requirement for the delivery to the County of a letter in substantially the same form attached to the Assignment Agreement as Exhibit A. Failure to deliver such investor's letter shall cause the purported transfer to be null and void.

9. The Bank hereby agrees to indemnify and hold harmless the County and the Authority and their respective officers, employees and agents (collectively, the "Indemnified

2 Parties"), with respect to any claim against any Indemnified Party based solely upon any sale, transfer or other disposition directly by the Bank not any subsequent or of Bank's interest in the Transaction which is ultimately a non-appealable decision of a court of competent jurisdiction to be violation of the provisions of this letter, the and the Assignment Agreement.

10. Neither Hawkins Delafield & Wood LLP, special counsel to the County, nor the Authority, or any of its respective members, governing body, or any of their employees, counsel or agents, will have any responsibility to the Bank for the accuracy or completeness of information obtained by the Bank from any source regarding the County or its financial condition or regarding the Transaction, the provision for payment connection therewith, or the sufficiency any security therefor. No written information has been provided by the Authority to the Bank with respect to the Transaction. The Bank acknowledges that, as between the Bank and all of such parties, the Bank has assumed responsibility for obtaining such information and making such review as the Bank deemed necessary or desirable in connection with its decision to enter into the Transaction.

11. The Transaction constitutes a direct, private placement transaction and the terms of the sale and purchase have been established through negotiations among the Bank, the County and the Authority in an arm's-length transaction.

Very truly yours,

BANK OF AMERICA, N.A.

3 \lllllllllll\11\llllllllllllllli!IUIIII\1 'J Fidelity National Title ' 2011-0032912 Recorded l REI: FEE O.OG Official Records I RECORDING REQUESTED BY County of I COUNTY OF SHASTA, CALIFORNIA Shasta I Lssl\e Morgan 1 Assessor-Recorder 1 l WHEN RECORDED MAIL TO: f !lD Hawkins Delafield & Wood LLP 02:54P!l OHou-201\ I !la~e 1 of 10 333 S. Grand Ave., Suite 3650 Los Angeles, California 90071 Attn: Arto C. Becker (Space above for Recorder's use)

This docmnent is recorded for the benefit of the County of Shasta and the recording is fee exempt under Section 6103 of the California Governmental Code

SITE LEASE

by and between the

COUNTY OF SHASTA

and the

SHASTA JOINT POWERS FINANCING AUTHORITY

Dated as of November 1, 2011

relating to the

COUNTY OF SHASTA 2011 COURTHOUSE LEASE SITE LEASE

This Site Lease (this "Site Lease"), dated as of November 1, 2011, by and between the COUNTY OF SHASTA, a political subdivision of the State of California (the "County"), and the SHASTA JOINT POWERS FINANCING AUTHORITY, a joint powers authority duly organized and existing under and by virtue of the laws of the State of California (the "Authority'');

WITNESSETH:

WHEREAS, the County and the Authority have determined to enter into this Site Lease whereby the Authority will lease certain real property and improvements thereon or to be located thereon, as more particularly described in Exhibit A attached hereto, from the County (such real property and the facilities and improvements thereon being collectively referred to herein as the "Leased Property"), as material consideration for the Authority's agreement to lease the Leased Property to the County; and

WHEREAS, pursuant to the Facility Lease, dated as of November 1, 2011 (the "'Facility Lease"), by and between the County and the Authority, the Authority will lease the Leased Property to the County; and

WHEREAS, the County is authorized by law to lease the Leased Property and the Leased Property is necessary and proper for public purposes; and

WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Site Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Site Lease;

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:

Section 1. Leased Property. The County hereby leases to the Authority and the Authority hereby rents and hires from the County, on the terms and conditions hereinafter set forth, the Leased Property, as described in Exhibit A attached hereto and made a part hereof.

Section 2. Purpose. The Authority shall use the Leased Property solely for the purpose of leasing the same to the County; provided, that in the Event of Default by the County under the Facility Lease (as defined in the Facility Lease), the Authority may exercise the remedies provided in the Facility Lease.

Section 3.

(a) The tenn hereof will commence on the date of execution and delivery hereof and shall end on the Expiry Date (as defined in the Facility Lease) unless such term is sooner tenninated or is extended as hereinafter provided. prior to the Expiry Date all Base Rental Payments under the Facility Lease shaH have been paid, the term hereof shaH end simultaneously therewith.

(b) If the Facility Lease is extended beyond the Expiry Date pursuant to the terms of the Facility Lease, this Site Lease shall also be extended to the day following the date of termination of the Facility Lease.

Section 4. Rent. The Authority shall pay to the County an advance rent of $1.00, which, together with the execution and delivery of the Facility Lease, shall constitute full consideration for this Site Lease over the tenn hereof. The Authority hereby waives any right that it may have under the laws of the State of California to receive a rebate of such rent in full or in part in the event there is a substantial interference with the use and right of possession by the Authority of the Leased Property or portion thereof as a result of material damage, destruction or condemnation.

Section 5. Assignment and Facility Lease. The County acknowledges and affirms the assignment by the Authority of certain of its rights under this Site Lease to Bank of America, N.A., as the assignee (the "Assignee'') under the terms of the Assignment Agreement dated as of November 1, 2011 (the "Assjgnment Agreement") by and between the Authority and the A.c:signee. The County hereby consents to such assignment. Upon the execution and delivery of the Assignment Agreement, subject to the provisions therein, references in the operative provisions hereof to the Authority shall be deemed to be references to the Assignee, as assignee of the Authority.

Section 6. Right of Entry. The County reserves the right for any of its duly authorized representatives to enter upon the Leased Property at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof.

Section 7. Termination. The Authority agrees, upon the termination hereof, to quit and surrender the Leased Property in the same good order and condition as the same was in at the time of commencement of the terms hereunder, reasonable wear and tear excepted, and agrees that any permanent improvements to the Leased Property at the time of the termination hereof shall remain thereon and title thereto shall vest in the County.

Section 8. Default. In the event the Authority shall be in default in the performance of any obligation on its part to be performed under the tenns hereof, which default continues for thirty (30) days following notice and demand for correction thereof to the Authority, the County may exercise any and all remedies granted by law, except that no merger of this Site Lease and of the Facility Lease shall be deemed to occur as a result thereof.

Section 9. Quiet Enjoyment. The Authority at all times during the term hereof shall peaceably and quietly have, hold and enjoy the Leased Property.

Section 10. Waiver of Personal Liability. All liabilities hereunder on the part of the Authority shall be solely corporate liabilities of the Authority, and the County hereby releases each and every director, officer and employee of the Authority of and from any personal

2 or individual liability hereunder. No director, officer or employee of the Authority shaH at any time or under any circumstances be individually or personally liable hereunder for anything done or omitted to be done by the Authority hereunder.

Section U. Eminent Domain. In the event the whole or any portion of the Leased Property is taken by eminent domain proceedings, the interest of the Authority shall be recognized and is hereby detennined to be the amount of the then unpaid Base Rental Payments payable under the Facility Lease, and the amount of the unpaid Additional Payments due under the Facility Lease, and the balance of the award, if any, shall be paid to the County.

Section 12. Amendments. This Site Lease may be amended in accordance with the provisions set forth in the Facility Lease.

Section 13. Partial lnvaliditv. If any one or more of the agreements, conditions, covenants or terms hereof 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 agreements, conditions, covenants or terms hereof shall be affected thereby, and each provision of this Site Lease shall be valid and enforceable to the fullest extent permitted by law.

Section 14. Further Assurances and Corrective Instruments. The County and the Authority agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Leased Property hereby leased or intended so to be or for carrying out the expressed intention of this Site Lease and the Facility Lease.

Section 15. Notices. All written notices to be given shall be given by first class mail to the party entitled thereto as its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the Authority: Shasta Joint Powers Financing Authority 1450 Court Street Suite 308B Redding, California 96001 Attention: Lawrence G. Lees, Secretary

If to the County: County of Shasta 1450 Court Street Suite 308B Redding, California 96001 Attention: Bebe Palin, Administrative Fiscal Chief

Section 16. Definitions; Section Headings. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms pursuant to the Facility Lease. All section headings contained herein are for convenience of reference only and are not intended to define or limit scope of any provision hereof.

3 Section 17. Counterparts. This Site Lease may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute one and the same instrument.

Section 18. Governing Law. This Site Lease shall be governed by and construed and interpreted in accordance with the laws of the State of California.

4 IN WITNESS WHEREOF, the County and the Authority have caused this Site Lease to be executed by their respected officers thereunto duly authorized, all as of the day and year first above written.

COUNTY OF SHASTA, as Lessor

By: LES BAUGH, Chain11an Board of Supervisors County of Shasta State of California

Attest:

LAWRENCE G. LEES Clerk of the Board of Supervisors

By:

SHASTA JOINT POWERS FINANCING AUTHORITY, as Lessee

By: --=-~~"'------===----- LES BAUGH, Chair

Attest:

LAWRENCE G. LEES Secretary Shasta Joint Powers Financing Authority

RUBIN E. CRUSE, JR. County Counsel

5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE Section 1189 STATE OF CALIFORNIA ) ) ss. COUNTY OF SHASTA )

On November l, 2011 , before me, Charlene D. Wilburn, Notary Public Date Name and Title of Officer (e.g. "Jane Doe, Notary Public") personally appeared _L=e=-=s'-'B::..:a::.:u::;;;gc.:h ____----:---:------:------Name of Signer(s)

who proved to me on the basis of satisfactory evidence to the person~ whose name(s) is/m:e subscribed to the within instrument and acknowledged to me that he/~ey executed the same in his~ir authorized capacity(ii!!S'), and that by his/h~ir signature(ir) on the instrument the person(!r), or the entity upon behalf of which the person(l1 acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal. ~l•NLJ:?.if--~~ Place Notary Seal Above Signature of Notary Public

OPTIONAL

Though the infonnation below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent chment of this fonn to another document.

Description of Attached Document Title ofType of Document: Document Date: Signer(s) Other Than Names Above: Capacity(ies) Claimed by Signer(s) Signer's Name: o Individual o Corporate Officer- Title(s): o Partner - o Limited o General 1:1< .!II 1 1 tl \U:i'I{IX I o Partner - o Limite HI< .111 !Ill \IJ:I'HIX I o Attorney in Fact 'Jl \jt.'\1 H o Attorney in Fact 01 'lt,Xf I( o Trustee ~ Top of thumb here o Trustee Top of thumb here o Guardian or Conservator o Guardian or Conservator o Other: o Other. c Signer is Representing: o Signer is Representing: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE Section 1189 STATE OF CALIFORNIA ) ) ss. COUNTY OF SHASTA )

On November l, 2011 ,befureme, _C h~a~r~le~n~e~D~·~\V i~lb~u~m~,~N~o~m=ry~Pu~bl~ic~=-~~--~~~---- Date 7Name and Title7 ofOfftcer (e.g. "Jane Doe, Notary Public") personally appeared Lawrence G. Lees Name of Signer(s)

who proved to me on the basis of satisfactory evidence to the person(1t) whose name(i'} is/811e subscribed to the within instrument and acknowledged to me that he/~y executed tile same in his~ir authorized capacity(ill'll), and that by his/~ir signature(+) on the instrument the person(~. or the entity upon behalf of which the person(a.} acted, executed the instrument.

1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal. ~A·~~ Place Notary Seal Above . Signature ofNotary Public

OPTIONAL

below is not required by law, it may prove valuable to persons relying on the docu and "'Y••u""' reattachment of this fonn to another document.

D~ription of Attached J.J8curne11t Title of Type of Document: Document Date: Signer(s) Other Than Names Above: Capacity(ies) Claimed by Signer(s) Signer's Name: o Individual o Corporate Officer- Title{s): o Partner - o Limited o General o Partner • o o General IUf,lll 1111 )1101'1{1'>1 o Attorney in Fact o Attorney in Fact Ill ~lt. 'l H o Trustee o Trustee Top of thumb here o Guardian or o Guardian or Conservator o Other: o Other:

o Signer is Representing: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE Section 1189 STATE OF CALIFORNlA ) ) ss. COUNTY OF SHASTA )

On November I, 2011 , before me, Charlene D. Wilburn, Notary Public ~~~~~~~~~~~~~=-~~--~~~----- Date Name and Title of Officer (e.g. "Jane Doe, Notary Public") personally appeared _;:;;Ja:::.:mc:.:e:.=s-=.R.::.·..::.R.:.::o:.=s=-s---.__,------Name of Signer(s)

who proved to me on the basis of satisfactory evidence to the person(•) whose name(<&) is/sre subscribed to the within instrument and acknowledged to me that he/~y executed the same jn hi~ir authorized capacity(.fl.s), and that by hi~ir signature(~) on the instrument the person(Ef), or the entity upon behalf of which the person(.r) acted, executed the instrument.

\ n.! Pc.~N~ I certizy under PENALTY OF PERJURY under the laws of the State of Cow.rmssion # 1839827 Notary Public • Calitornia California that the foregoing paragraph is true and correct. Snasta County WITNESS my hand and official seal. ~~.;!\:~ Place Notary Seal Above Signature of Notary Public

OPTIONAL

intr,rrn<>hr\n below is not required by law, it may prove valuable to persons relying on the---·~ ...-. reattachment of this fonn to another document.

Description of AtltHclt}et:t ug.curne1n Title of Type of Document: Document Date: Signer(s) Other Than Names Above: Capaeity(ies) Claimed by Signer(s) Signer's Name: o Individual o Corporate Officer- Title(s): o Partner- o Limited o General o Partner - o o General 1111.111 1111 \llll'lll'd o Attorney in Fact o Attorney in Fact Ul 'Jl,\1 H D Trustee Trustee T~>p of thumb here 0 Guardian or COinservfl.bM" Guardian or Conservator o Other: D Other:

o Signer is Representing: EXHIBIT A

DESCRIPTION OF THE LEASED PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITU A TED IN THE CITY OF REDDING, COUNTY OF SHASTA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

THE WHOLE OF BLOCK 22 AS SHOWN ON THE MAP OF TOWN OF REDDING, FILED IN THE OFFICE OF THE COUNTY RECORDER SEPTEMBER 25, 1872 IN BOOK OF OLD PLATS AT PAGE 65, SHASTA COUNTY RECORDS.

ASSESSORSPARCELNO.lOI-780·069

A-I