RESOLUTION NO. _____________

BOARD OF SUPERVISORS, COUNTY OF SAN MATEO, STATE OF CALIFORNIA

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RESOLUTION AUTHORIZING A TAX-EXEMPT BOND FINANCING TO BE ISSUED BY THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY TO BENEFIT DAUGHTERS OF CHARITY HEALTH SYSTEM AND
CERTAIN AFFILIATES

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RESOLVED, by the Board of Supervisors of the County of San Mateo, State of California, that

WHEREAS, Daughters of Charity Health System, Seton Medical Center and Seton Medical Center Coastside and certain other affiliates of Daughters of Charity Health System, each a nonprofit public benefit corporation (collectively, the "Health Institutions"), have requested that the California Statewide Communities Development Authority (the "Authority") issue bonds in one or more series in an aggregate principal amount not to exceed $550,000,000 (the "Bonds") for the purpose of, among other things, financing or refinancing the acquisition, improvement and equipping (the "Financing") of certain health facilities owned or operated by the Health Institutions including Seton Medical Center and Seton Medical Center Coastside (the "Facilities") located in the County of San Mateo (the "County");

WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986 (the "Code"), the issuance of the Bonds by the Authority must be approved by the County because the Facilities are located within territorial limits of the County;

WHEREAS, the Board of Supervisors of the County (the "Board") is the elected legislative body of the County and is one of the applicable elected representatives required to approve the issuance of the Bonds under Section 147(f) of the Code;

WHEREAS, the Authority has requested that the Board approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f) of the Code and the requirements of Section 9 of the Amended and Restated Joint Exercise of Powers Agreement, dated as of June 1, 1998 (the "Agreement"), among other local agencies including the County; and

WHEREAS, pursuant to Section 147(f) of the Code, the Board has, following notice duly given, held a public hearing regarding the issuance of the Bonds, and now desires to approve the issuance of the Bonds by the Authority.

NOW, THEREFORE, BE IT RESOLVED, by the Board of Supervisors of the of County of San Mateo as follows:

Section 1.

The Board hereby approves the issuance of the Bonds by the Authority. It is the purpose and intent of the Board that this Resolution constitute approval of the issuance of the Bonds by the Authority, for the purposes of (a) Section 147(f) of the Code by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Facilities are to be located, in accordance with said Section 147(f) and (b) Section 9 of the Agreement.

Section 2

The officers 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 which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this Resolution and the financing transaction approved hereby.

Section 3

This Resolution shall take effect immediately upon its adoption

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