$203,800,000. Revenue Bonds (NorthBay Healthcare Group) Series 2017 A

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1 NEW ISSUE BOOK-ENTRY ONLY RATING: S&P: BBB(See RATING herein) In the opinion of Orrick, Herrington & Sutcliffe llp, Bond Counsel to the Authority, based upon an analysis of existing laws, regulations, rulings and court decisions and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Bonds. See TAX MATTERS herein. $203,800,000 California Municipal Finance Authority Revenue Bonds (NorthBay Healthcare Group) Series 2017 A Dated: Date of Delivery Due: As set forth on inside cover hereof The Series 2017 A Bonds (the Bonds ) are being issued as fully registered bonds and initially will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ( DTC ). DTC will act as securities depository for the Bonds. Purchases of beneficial interests in the Bonds will be made in book-entry only form (without physical certificates) in denominations of $5,000 or any integral multiple thereof. For so long as DTC or its nominee, Cede & Co., is the registered owner of the Bonds, (i) payments of the principal and redemption price of and interest on the Bonds will be made directly to Cede & Co. for payment to its participants for subsequent disbursement to the Beneficial Owners, and (ii) all notices, including any notice of redemption, shall be mailed only to Cede & Co. See APPENDIX G: BOOK-ENTRY SYSTEM herein. Interest on the Bonds is payable on May 1 and November 1 of each year, commencing May 1, The Bonds will be issued pursuant to an Indenture, dated as of January 1, 2017 (the Indenture ), between the California Municipal Finance Authority (the Authority ) and U.S. Bank National Association, as trustee (the Trustee ). The Bonds are limited obligations of the Authority, payable from Loan Repayments required to be made by NorthBay Healthcare Group (the Borrower ) pursuant to a Loan Agreement, dated as of January 1, 2017 (the Loan Agreement ), between the Authority and the Borrower, and from certain funds held under the Indenture. The obligation of the Borrower to make such payments is evidenced and secured by the issuance of Master Indenture Obligation No. 5 under the Master Indenture, as described herein, under which NorthBay Healthcare Corporation (the Corporation ), the Borrower and any future Members of the Obligated Group (collectively, the Obligated Group ) jointly and severally are obligated to make payments on Master Indenture Obligation No. 5 in an amount sufficient to pay principal and redemption price of and interest on the Bonds when due. The Borrower and the Corporation are the only Members of the Obligated Group. The Bonds are subject to redemption prior to their maturity, as described herein. NONE OF THE AUTHORITY, ANY AUTHORITY MEMBER OR ANY PERSON EXECUTING THE BONDS IS LIABLE PERSONALLY ON THE BONDS OR SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THEIR ISSUANCE. THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM AND SECURED BY THE PLEDGE OF CERTAIN REVENUES UNDER THE INDENTURE. NEITHER THE AUTHORITY, ITS MEMBERS, THE STATE OF CALIFORNIA, NOR ANY OF ITS POLITICAL SUBDIVISIONS SHALL BE DIRECTLY, INDIRECTLY, CONTINGENTLY OR MORALLY OBLIGATED TO USE ANY OTHER MONEYS OR ASSETS TO PAY ALL OR ANY PORTION OF THE DEBT SERVICE DUE ON THE BONDS, TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. THE BONDS ARE NOT A PLEDGE OF THE FAITH AND CREDIT OF THE AUTHORITY, ITS MEMBERS, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS, NOR DO THEY CONSTITUTE INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION. THE AUTHORITY HAS NO TAXING POWER. This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of the Bonds. Investors are instructed to read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Bonds are offered when, as and if received by the Underwriters, subject to prior sale, to withdrawal or modification of the offer without notice, and to the approval of the validity of the Bonds and certain other legal matters by Orrick, Herrington & Sutcliffe llp, Bond Counsel to the Authority, the approval of certain matters for the Authority by its counsel, Jones Hall, A Professional Law Corporation, and the approval of certain matters for the Obligated Group Members by their counsel, Meyers, Nave, Riback, Silver & Wilson, San Francisco, California. Certain legal matters will be passed upon for the Underwriters by Drinker Biddle & Reath LLP, Washington, D.C. Cain Brothers and Co., LLC, New York, New York, is serving as financial advisor to the Obligated Group in connection with the issuance of the Bonds. It is expected that the Bonds in book-entry form will be available for delivery through the facilities of DTC on or about January 11, BofA Merrill Lynch Dated: December 8, 2016 KeyBanc Capital Markets Inc.

2 $203,800,000 California Municipal Finance Authority Revenue Bonds (NorthBay Healthcare Group) Series 2017 A Maturities, Principal Amounts, Interest Rates, Offering Prices and Yields Maturity Date (November 1) Serial Bonds Principal Amount Interest Rate Offering Price Yield CUSIP 2020 $ 100, % % 13048TM , TM , TM ,000, TM ,425, TM ,645, TN ,875, TN ,120, (c) 13048TN ,375, (c) 13048TN ,645, (c) 13048TN ,940, (c) 13048TN ,240, (c) 13048TN82 $36,460, % Term Bond Due November 1, 2036, to Yield 4.790% (c) CUSIP : 13048TN90 $47,090, % Term Bond Due November 1, 2041, to Yield 4.870% (c) CUSIP : 13048TP23 $44,455, % Term Bond Due November 1, 2047, to Yield 4.980% (c) CUSIP : 13048TP31 $30,230, % Term Bond Due November 1, 2047, to Yield 4.910% (c) CUSIP : 13048TP49 (c) Callable premium bonds, priced at the stated yield to the first optional call date of November 1, Copyright 2013, American Bankers Association. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by the CUSIP Service Bureau, managed on behalf of the American Bankers Association by Standard & Poor s. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services Bureau. CUSIP numbers have been assigned by an independent company not affiliated with the Authority, the Underwriters, or the Obligated Group and are included solely for the convenience of the registered owners of the Bonds. None of the Authority, the Underwriters or the Obligated Group is responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of the Bonds.

3 This Official Statement does not constitute an offer to sell the Bonds or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any state or other jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale in such state or jurisdiction. No dealer, broker, salesperson or any other person has been authorized to give any information or to make any representation other than those contained herein in connection with the offering of the Bonds, and, if given or made, such information or representation must not be relied upon. The Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters have reviewed the information in this Official Statement in accordance with and as part of their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information relating to the Authority set forth herein under the captions THE AUTHORITY and ABSENCE OF MATERIAL LITIGATION The Authority has been furnished by the Authority. The Authority does not warrant the accuracy of the statements contained herein relating to the Corporation or the other Members of the Obligated Group nor does it directly or indirectly guarantee, endorse or warrant (1) the creditworthiness or credit standing of the Borrower or the Obligated Group, (2) the sufficiency of the security for the Bonds or (3) the value or investment quality of the Bonds. The Authority makes no representations or warranties whatsoever with respect to any information contained herein except for the information under the sections entitled THE AUTHORITY and ABSENCE OF MATERIAL LITIGATION The Authority. The information relating to DTC and the book-entry system set forth herein under the caption THE BONDS Book-Entry Only System and in APPENDIX G hereto has been furnished by DTC. Such information is believed to be reliable but is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Underwriters or the Obligated Group. All other information set forth herein has been obtained from the Borrower, the Obligated Group and other sources that are believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Underwriters. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the Bonds made hereunder shall create under any circumstances any indication that there has been no change in the affairs of the Borrower, the Obligated Group, or DTC since the date hereof. This Official Statement is being provided to prospective investors in connection with the issuance of securities referred to herein and may not be used, in whole or in part, for any other purpose. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED HEREBY AT LEVELS ABOVE THAT WHICH OTHERWISE MIGHT PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included or incorporated by reference in this Official Statement constitute forwardlooking statements. Such statements generally are identifiable by the terminology used, such as plan, expect, estimate, budget or other similar words. Such forward-looking statements include but are not limited to certain statements contained in the information under the captions PLAN OF FINANCE and CERTAIN BONDHOLDER RISKS AND REGULATORY CONSIDERATIONS AFFECTING THE OBLIGATED GROUP in the forepart of this Official Statement and the statements contained under the captions MANAGEMENT S DISCUSSION OF OPERATIONS AND FINANCIAL PERFORMANCE and CAPITAL PROJECTS in APPENDIX A. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The Obligated Group does not plan to issue any updates or revisions to those forward-looking statements if or when its expectations or events, conditions or circumstances on which such statements are based occur.

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5 TABLE OF CONTENTS Page INTRODUCTORY STATEMENT... 1 General... 1 The Authority... 1 The NorthBay Healthcare System... 1 Master Indenture... 2 Existing Master Indenture Obligations... 2 Source of Payment and Security for the Bonds... 3 Financial Feasibility Study... 4 Future Additional Indebtedness... 4 Bondholders Risks... 5 Recent Developments... 5 THE AUTHORITY... 5 THE BONDS... 5 General... 6 Redemption... 6 Purchase In Lieu of Optional Redemption... 8 Book-Entry Only System... 9 SOURCE OF PAYMENT AND SECURITY FOR THE BONDS... 9 General... 9 Debt Service Reserve Fund... 9 The Master Indenture The Deed of Trust Limitations on Enforceability PLAN OF FINANCE General Estimated Sources and Uses of Funds CONTINUING DISCLOSURE The Authority The Obligated Group ESTIMATED ANNUAL DEBT SERVICE REQUIREMENTS CERTAIN BONDHOLDER RISKS AND REGULATORY CONSIDERATIONS AFFECTING THE OBLIGATED GROUP General Risks in the Collection of Net Patient Service Revenues Page Health Care Reform Healthcare Legislative and Regulatory Environment Risks in Healthcare Delivery Nonprofit Health Care Environment Tax Exempt Status of the Obligated Group Variable Rate Interest and Liquidity Risks Other Risk Factors LITIGATION The Authority The Obligated Group TAX MATTERS APPROVAL OF LEGALITY INDEPENDENT AUDITORS FEASIBILITY CONSULTANT FINANCIAL ADVISOR UNDERWRITING RATING RELATIONSHIPS AMONG THE PARTIES MISCELLANEOUS APPENDIX A: INFORMATION CONCERNING THE NORTHBAY HEALTHCARE SYSTEM... A-1 APPENDIX B: AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF NORTHBAY HEALTHCARE CORPORATION AND ITS AFFILIATES... B-1 APPENDIX C: FEASIBILITY STUDY... C-1 APPENDIX D: SUMMARY OF PRINCIPAL DOCUMENTS... D-1 APPENDIX E: PROPOSED FORM OF OPINION OF BOND COUNSEL... E-1 APPENDIX F: FORM OF CONTINUING DISCLOSURE AGREEMENT... F-1 APPENDIX G: BOOK-ENTRY SYSTEM... G-1

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7 OFFICIAL STATEMENT $203,800,000 California Municipal Finance Authority Revenue Bonds (NorthBay Healthcare Group) Series 2017 A INTRODUCTORY STATEMENT The following introductory statement is subject in all respects to the more complete information set forth in this Official Statement, including the cover page and appendices hereto (the Official Statement ). All descriptions and summaries of documents referred to herein do not purport to be comprehensive or definitive and are qualified in their entirety by reference to each such document. Reference is made to each such document for the complete details of all terms and provisions thereof. All capitalized terms used in this Official Statement and not otherwise defined herein have the same meaning as in the Indenture or the Master Indenture, as applicable (each defined herein). See APPENDIX D: SUMMARY OF PRINCIPAL DOCUMENTS. General The purpose of this Official Statement is to furnish certain information in connection with the sale and delivery of $203,800,000 principal amount of California Municipal Finance Authority Revenue Bonds (NorthBay Healthcare Group), Series 2017 A (the Bonds ). The Bonds will be issued pursuant to an Indenture, dated as of January 1, 2017 (the Indenture ), between the California Municipal Finance Authority (the Authority ) and U.S. Bank National Association, as trustee (the Trustee ). The proceeds of the Bonds will be loaned by the Authority to NorthBay Healthcare Group, a California nonprofit public benefit corporation (the Borrower ) pursuant to a Loan Agreement, dated as of January 1, 2017 (the Loan Agreement ), between the Authority and the Borrower. The proceeds of the Bonds will be used: (a) to finance certain capital projects (collectively, the 2017 Capital Projects ) consisting of (i) the construction and equipping of the expansion and renovation of the NorthBay Medical Center in Fairfield, California (the NorthBay Expansion Project ), including the construction of an approximately 78,400 square foot addition and a 17,100 square foot expansion and renovation of its emergency room facilities, and (ii) the renovation of certain clinical space located in the Gateway Medical Plaza also located on the campus of the NorthBay Medical Center (the Gateway Plaza Renovations ); (b) to pay capitalized interest on the Bonds during the expected period of construction of the NorthBay Expansion Project; (c) to fund the Debt Service Reserve Fund, and (d) to pay the costs of issuing the Bonds. See PLAN OF FINANCE herein. The Authority For a description of the Authority, see THE AUTHORITY herein. The NorthBay Healthcare System The NorthBay Healthcare System (the System ) provides healthcare services primarily to residents of Solano County, California, through an integrated healthcare delivery system that includes two general acute care hospital campuses, a network of primary care and specialty care outpatient medical clinics, a home care agency, a hospice program, an ambulatory surgery center, satellite imaging centers, a medical fitness center and an occupational health program. The System is comprised of NorthBay Healthcare Corporation, a California nonprofit public benefit corporation (the Corporation ), and the following three California nonprofit public benefit corporations of which the Corporation is the sole

8 corporate member: the Borrower; NorthBay Health Advantage ( Advantage ); and NorthBay Healthcare Foundation ( Foundation ). The System also includes NorthBay/Physicians Surgery Center, LLC, a limited liability company of which the Group is the sole member, which operates an ambulatory surgery center. The Corporation, the Borrower, Advantage, and Foundation are each exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the Code ), as organizations described in Section 501(c)(3) of the Code. Through certain ownership interests, the System also operates a nonprofit health maintenance organization and a diagnostic imaging center limited partnership. For more detailed information about the System, see APPENDIX A: INFORMATION CONCERNING THE NORTHBAY HEALTHCARE SYSTEM. Master Indenture The Corporation and the Borrower have entered into a Master Indenture of Trust, dated as of October 1, 2013 (as supplemented and amended from time to time pursuant to its terms, the Master Indenture ), with U.S. Bank National Association, as master trustee (the Master Trustee ), to create an obligated group (the Obligated Group ), which includes the Corporation and the Borrower. Neither Advantage nor Foundation are Obligated Group Members. Only the Members of the Obligated Group will be obligated to make payments with respect to Master Indenture Obligation No. 5, described below, and the Bonds. For more information regarding the Master Indenture, see APPENDIX D: SUMMARY OF PRINCIPAL DOCUMENTS MASTER INDENTURE. To secure the obligation of the Borrower to make the Loan Repayments, the Corporation, as Obligated Group Representative, will issue to the Trustee NorthBay Healthcare System Master Indenture Obligation No. 5 ( Master Indenture Obligation No. 5 ) pursuant to the Master Indenture as supplemented and amended by the Supplemental Master Indenture of Trust for Master Indenture Obligation No. 5, dated as of January 1, 2017 ( Supplement No. 5 ), between the Corporation, as Obligated Group Representative, and the Master Trustee. Pursuant to the Master Indenture, the Corporation, the Borrower and any future Members of the Obligated Group agree to make payments on Master Indenture Obligation No. 5 in amounts sufficient to pay, when due, the principal of and premium, if any, and interest on the Bonds. Existing Master Indenture Obligations At September 30, 2016, there was $81,135,000 principal amount of Master Indenture Obligations outstanding under the Master Indenture (the Existing Master Indenture Obligations ) as follows: 2

9 Obligation Master Indenture Obligation No. 2, dated October 24, 2013 Principal Balance (at September 30, 2016) Purpose $14,280,000 Evidence loan repayment obligations of the Borrower with respect to $20,420,000 original aggregate principal amount of California Municipal Finance Authority Revenue Bonds (NorthBay Healthcare Group), Series 2013 B (the Series 2013 B Bonds ) Master Indenture Obligation No. 3, dated April 30, 2015 Master Indenture Obligation No. 4, dated August 4, 2016 $31,960,000 Evidence loan repayment obligations of the Borrower with respect to $31,960,000 original aggregate principal amount of California Municipal Finance Authority Revenue Bonds (NorthBay Healthcare Group), Series 2015 (the Series 2015 Bonds ) $34,895,000 Evidence loan repayment obligations of the Borrower with respect to $34,895,000 original aggregate principal amount of California Municipal Finance Authority Refunding Revenue Bonds (NorthBay Healthcare Group), Series 2016 A (the Series 2016 A Bonds ) Does not reflect principal payments with respect to the Series 2013 B Bonds and the Series 2015 Bonds of $3,310,000 and $515,000, respectively, made by the Obligated Group after September 30, 2016 Master Indenture Obligation No. 5, evidencing and securing the repayment obligations of the Obligated Group with respect to the Bonds, will be issued under and secured by the Master Indenture equally and ratably with the Existing Master Indenture Obligations. The Obligated Group also has $74,788,310 (at September 30, 2016) in principal amount of other long-term indebtedness outstanding which is not evidenced by a Master Indenture Obligation. For a more complete description of the outstanding long-term debt of the Obligated Group, including the expectations of the Members of the Obligated Group as to the incurrence of future indebtedness, see LONG-TERM INDEBTEDNESS AND CAPITALIZATION in APPENDIX A hereto. Source of Payment and Security for the Bonds The Bonds will be payable from payments made by the Borrower under the Loan Agreement (the Loan Repayments ). The Loan Repayments are secured by payments made by the Members of the Obligated Group on Master Indenture Obligation No. 5 and from certain funds held under the Indenture. Pursuant to the Indenture, a Debt Service Reserve Fund securing the Bonds will be funded on the date of issuance thereof in the amount shown herein under PLAN OF FINANCE Estimated Sources and Uses of Funds." Moneys in the Debt Service Reserve Fund are required to be transferred to the Interest Account or Principal Account established by the Indenture and used to pay the principal of or interest, as applicable, on the Bonds at any time that moneys deposited into such accounts from payments made by the Borrower pursuant to the Loan Agreement, and by the Obligated Group pursuant to Master Indenture Obligation No. 5, are insufficient for such payments. See SOURCE OF PAYMENT AND SECURITY FOR THE BONDS Debt Service Reserve Fund herein and APPENDIX D: SUMMARY OF PRINCIPAL DOCUMENTS INDENTURE Debt Service Reserve Fund. To secure the obligation of the Borrower to make the Loan Repayments, the Corporation, as Obligated Group Representative, will issue and deliver Master Indenture Obligation No. 5 to the Trustee. 3

10 Each Member of the Obligated Group is jointly and severally obligated to make payments on all Master Indenture Obligations issued under the Master Indenture, including Master Indenture Obligation No. 5. The Members of the Obligated Group receive a credit on payments due on Master Indenture Obligation No. 5 to the extent of payments made by the Borrower under the Loan Agreement. Master Indenture Obligation No. 5 will entitle the Trustee, as the holder thereof, to the benefit of the covenants, restrictions and other obligations imposed upon the Obligated Group under the Master Indenture. See SOURCE OF PAYMENT AND SECURITY FOR THE BONDS herein. In connection with the issuance of the Series 2013 B Bonds, the Borrower executed and delivered a Deed of Trust with Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of October 1, 2013 (the Deed of Trust ). The Master Trustee is beneficiary under the Deed of Trust, which grants a lien on and security interest in certain real and personal property of the Group (the Mortgaged Estate ) to the Master Trustee, as beneficiary. The Deed of Trust secures the Existing Master Indenture Obligations and will secure Master Indenture Obligation No. 5 and, at the election of the Obligated Group Representative, will secure Master Indenture Obligations that may be issued in the future under the Master Indenture upon compliance with the terms thereof. See SOURCE OF PAYMENT AND SECURITY FOR THE BONDS The Deed of Trust herein. Financial Feasibility Study The Corporation engaged Wipfli LLP (the Feasibility Consultant ) to prepare the forecasted consolidated balance sheets of NorthBay Healthcare Corporation and its Affiliates as of December 31, 2016 through 2022, and the related forecasted consolidated statements of operations and changes in net assets and cash flows and schedule of financial ratios for the years then ending (collectively, with all notes thereto, the Feasibility Study ) with respect to the undertaking by the Borrower of the 2017 Capital Projects and the issuance of the Bonds. The Feasibility Study, including the report of the Feasibility Consultant thereon, is included as APPENDIX C hereto. The Feasibility Study included an assumption that the Bonds would be issued in the aggregate principal amount of $201,580,000, with assumed original issue premium of $3,770,196 and maximum annual debt service of $14,372,000. This differs from the actual principal amount of the Bonds of $203,800,000, with original issue premium of $6,494,259 and maximum annual debt service of $14,764,163. The forecasted financial information included in the Feasibility Study has been examined by the Feasibility Consultant as stated in its report thereon and is included in this Official Statement in reliance upon the authority of the Feasibility Consultant as experts in examining and reporting on forecasted financial information in the healthcare industry. As stated there in, certain assumptions upon which the financial performance of NorthBay Healthcare Corporation and its Affiliates is forecasted may not materialize as unanticipated events and circumstances will likely occur. Accordingly, actual results are likely to differ from the forecasted financial results reflected in the Feasibility Study, and those differences may be material. The Feasibility Study is an integral part of this Official Statement and should be read in its entirety. Future Additional Indebtedness The Master Indenture permits the Members of the Obligated Group to incur additional indebtedness, including additional Master Indenture Obligations issued under the Master Indenture and secured on a parity with the Existing Master Indenture Obligations and Master Indenture Obligation No. 5, upon compliance with the terms thereof. See SOURCE OF PAYMENT AND SECURITY FO THE BONDS The Master Indenture and APPENDIX D: SUMMARY OF PRINCIPAL DOCUMENTS-- THE MASTER INDENTURE Particular Covenants of the Members Limitation on Indebtedness. 4

11 Bondholders Risks There are certain risks involved in the purchase of the Bonds. These risks include: (i) risks in the collection of patient service revenues, including governmental the Medicare and Medi-Cal payment programs, and payments under third-party payment contracts; (ii) regulatory risks and the changing healthcare environment, including health care reform efforts; (ii) competition and other business risks in the delivery of healthcare services; (iv) tax matters; and (v) changes in economic conditions and other risks. See CERTAIN BONDHOLDER RISKS AND REGULATORY CONSIDERATIONS AFFECTING THE OBLIGATED GROUP. Recent Developments Recently, each of Kaiser Foundation Hospitals ( Kaiser ) and Blue Shield of California ( Blue Shield ) notified the Group of its intention to terminate existing fee-for-service contracts with the Group. For fiscal years 2012 through 2015, Kaiser and Blue Shield made aggregate payments to the Group for covered services provided by the Group s hospitals and other health care services averaging $22.7 million and $48.5 million, respectively, yearly. For a more complete discussion of such matters relating to the Kaiser and Blue Shield contracts, see THIRD PARTY REIMBURSEMENT AND SOURCES OF PAYMENT Third Party Payors in APPENDIX A hereto. THE AUTHORITY Under Title 1, Division 7, Chapter 5 of the California Government Code (the JPA Act ), certain California cities, counties and special districts have entered into a joint exercise of powers agreement (the JPA Agreement ) forming the Authority for the purpose of exercising powers common to the members and exercising the additional powers granted to the Authority by the JPA Act and any other applicable provisions of California law. Under the JPA Agreement, the Authority may issue bonds, notes or any other evidence of indebtedness, for any purpose or activity permitted under the JPA Act or any other applicable law. The Authority may sell and deliver obligations other than the Bonds. These obligations will be secured by instruments separate and apart from the Indenture and the Loan Agreement, and the holders of such other obligations of the Authority will have no claim on the security for the Bonds. Likewise, the Holders of the Bonds will have no claim on the security for such other obligations that may be issued by the Authority. Neither the Authority nor its independent contractors has furnished, reviewed, investigated or verified the information contained in this Official Statement other than the information contained in this section and the section entitled ABSENCE OF MATERIAL LITIGATION The Authority. The Authority does not and will not in the future monitor the financial condition of the Obligated Group or otherwise monitor payment of the Bonds or compliance with the documents relating thereto. Any commitment or obligation for continuing disclosure with respect to the Bonds or the Obligated Group Members has been undertaken solely by the Obligated Group Members. See CONTINUING DISCLOSURE herein. THE BONDS The following is a summary of certain provisions of the Bonds. Reference is made to the Bonds for the complete text thereof and to the Indenture for all of the provisions relating to the Bonds. The discussion herein is qualified by such reference. 5

12 General The Bonds are being issued pursuant to the Indenture in the aggregate principal amount set forth on the cover of this Official Statement. The Bonds will be delivered in fully registered form without coupons. The Bonds will be dated the date of delivery and will be payable as to principal, subject to the redemption provisions set forth herein, on the dates and in the amounts as set forth on the inside cover page hereof. The Bonds will be transferable and exchangeable as set forth in the Indenture and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). DTC will act as securities depository for the Bonds. Ownership interests in the Bonds may be purchased in book-entry form only, in denominations of $5,000 or any integral multiple thereof. See THE BONDS Book-Entry Only System. The Bonds will bear interest at the rates per annum set forth on the inside cover page hereof, payable semiannually on May 1 and November 1 of each year (each, an Interest Payment Date ), commencing May 1, 2017, to the person whose name appears on the bond registration books of the Trustee as the Holder thereof as of the close of business on the Record Date (which will be the fifteenth day of the month, whether or not a Business Day, in which an Interest Payment Date occurs) for each Interest Payment Date (except with respect to interest in default, for which a special record date shall be established). So long as Cede & Co. is the registered owner of the Bonds, principal of and interest on the Bonds are payable by wire transfer by the Trustee to Cede & Co., as nominee for DTC, which, in turn, will remit such amounts to DTC Participants (as defined herein) for subsequent disbursement to the Beneficial Owners. See APPENDIX G: BOOK-ENTRY SYSTEM. If the book-entry system for the Bonds is ever discontinued, payment of interest on the Bonds will be made by check mailed by first-class mail on each Interest Payment Date to each Holder as of the Record Date for such Interest Payment Date at its address as it appears on the bond registration books maintained by the Trustee; provided, however, that the Holder of at least one million dollars ($1,000,000) in aggregate principal amount of Bonds may be paid by wire transfer to an account within the United States upon written request filed with the Trustee on or before the Record Date for the applicable Interest Payment Date. Payment of the principal or Redemption Price of Bonds will be payable upon presentation and surrender of the Bonds at the corporate trust office of the Trustee. Redemption Optional Redemption. The Bonds maturing on and after November 1, 2027, are subject to redemption prior to their respective stated maturities, at the option of the Authority, which option shall be exercised upon the request of the Borrower, in whole or in part (and if in part, in such amounts and such maturities as may be specified by the Borrower and in Minimum Authorized Denominations), on any date on or after November 1, 2026, at a Redemption Price equal to 100% of the principal amount of the Bonds called for redemption, plus accrued interest, if any, to the date fixed for redemption. 6

13 Mandatory Sinking Fund Redemption. The Bonds maturing on November 1, 2036, November 1, 2041, and November 1, 2047 (collectively, the Term Bonds ), are also subject mandatory redemption prior to their stated maturity date, in part, at a Redemption Price equal to 100% of the principal amount of the Bonds called for redemption, plus accrued interest, if any, to the date fixed for redemption, on November 1 in each year as follows: 5.250% Term Bond Maturing November 1, % Term Bond Maturing November 1, 2041 Mandatory Sinking Fund Redemption Date (November 1) Sinking Fund Installment Amount Mandatory Sinking Fund Redemption Date (November 1) Sinking Fund Installment Amount 2032 $ 6,565, $ 8,480, ,910, ,925, ,275, ,395, ,655, ,885, ,055, ,405, % Term Bond Maturing November 1, % Term Bond Maturing November 1, 2047 Mandatory Sinking Fund Redemption Date (November 1) Sinking Fund Installment Amount Mandatory Sinking Fund Redemption Date (November 1) Sinking Fund Installment Amount 2042 $6,520, $4,430, ,850, ,660, ,200, ,900, ,570, ,145, ,955, ,410, ,360, ,685,000 Term Bond maturity date. Extraordinary Redemption. The Bonds are also subject to redemption prior to their respective stated maturities, at the option of the Authority (which option shall be exercised upon Request of the Borrower), in whole or in part (and, if in part, in such amounts and maturities as may be specified by the Borrower and in Minimum Authorized Denominations), on any date specified by the Borrower, from hazard insurance or condemnation proceeds received with respect to the facilities of any of the Obligated Group Members and deposited in the Special Redemption Account, at a Redemption Price equal to 100% of the principal amount of the Bonds called for redemption, plus accrued interest, if any, to the date fixed for redemption. Selection of Bonds for Redemption. Whenever provision is made in the Indenture for the redemption of less than all of the Bonds or any given portion thereof, the Trustee shall select the Bonds to be redeemed within a maturity, from all the Bonds subject to redemption or such given portion thereof not previously called for redemption, in any manner which the Trustee in its sole discretion shall deem appropriate. Notice of Redemption. Notice of redemption shall be mailed by the Trustee not less than 20 days nor more than 60 days prior to the redemption date, to the respective Holders of any the Bonds designated for redemption at their addresses appearing on the bond registration books of the Trustee, and to the Master Trustee, with a copy to the Authority. Each notice of redemption shall be dated and shall state (i) the date of issue of the Bonds, (ii) the redemption date, (iii) the Redemption Price, (iv) the place or places where the Bonds being redeemed shall be surrendered for payment of the Redemption Price (including the name and appropriate address or addresses of the Trustee), (v) the maturity date of the Bonds being 7

14 redeemed, (vi) the CUSIP numbers, if any, and, in the case of the Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Such notice shall also state that on the redemption date there will become due and payable on each of said the Bonds the Redemption Price thereof or of said specified portion of the principal amount thereof in the case of a Bond to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such redemption date, interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered at the address or addresses of the Trustee specified in the redemption notice. Each notice of redemption shall also state that redemption is conditioned upon receipt by the Trustee of legally available sufficient funds to pay the Redemption Price of the Bonds so redeemed. Failure by the Trustee to mail notice of redemption pursuant to the Indenture to any one or more of the respective Holders of any Bonds designated for redemption shall not affect the validity or sufficiency of the proceedings for redemption with respect to the Holders to whom such notice was mailed. Failure by the Trustee to mail notice of redemption to the Master Trustee or the Authority, or the insufficiency of such notice, shall not affect the sufficiency of the proceedings for redemption. Effect of Redemption. Notice of redemption having been duly given as aforesaid, and moneys for payment of the Redemption Price of, together with interest accrued to the date fixed for redemption on, the Bonds (or portions thereof) so called for redemption being held by the Trustee, on the date fixed for redemption designated in such notice, the Bonds (or portions thereof) so called for redemption shall become due and payable at the Redemption Price specified in such notice, together with interest accrued thereon to the date fixed for redemption, interest on the Bonds so called for redemption shall cease to accrue, said the Bonds (or portions thereof) shall cease to be entitled to any benefit or security under the Indenture, and the Holders of said the Bonds shall have no rights in respect thereof except to receive payment of said Redemption Price and accrued interest to the date fixed for redemption from funds held by the Trustee for such payment. All the Bonds redeemed pursuant to the provisions of the Indenture and described in this section shall be cancelled by the Trustee upon surrender thereof. Rescission of Notice of Redemption. Any notice of optional or extraordinary redemption given pursuant to the provisions of the Indenture may be rescinded by written notice given to the Trustee by the Borrower no later than five (5) Business Days prior to the date specified for redemption. The Trustee shall give notice of such rescission as soon thereafter as practicable in the same manner, and to the same Persons, as notice of such redemption was given pursuant to the Indenture. Purchase In Lieu of Optional Redemption Each Holder, by purchase and acceptance of any Bond, irrevocably grants to the Borrower the option to purchase such Bond, at any time such Bond is subject to optional redemption as provided in the Indenture, at a purchase price equal to the Redemption Price then applicable to such Bond, plus accrued interest. In order to exercise such option, the Borrower shall deliver to the Trustee a Favorable Opinion of Bond Counsel to the effect that such purchase, will not, in and of itself cause the interest on the Bonds to be included in gross income, and the Borrower shall direct the Trustee to provide notice of mandatory purchase, such notice to be provided, as and to the extent applicable, in accordance with the provisions of the Indenture described above under the caption Notice of Redemption. On the date fixed for purchase of any Bond in lieu of redemption, the Borrower shall pay the purchase price of such Bond to the Trustee in immediately available funds and the Trustee shall pay the same to the Holders of Bonds being purchased against delivery thereof. No purchase of any Bond in lieu of redemption shall operate to extinguish the indebtedness of the Authority evidenced by such Bond. No Holder may elect to retain a Bond subject to mandatory purchase in lieu of redemption. 8

15 Book-Entry Only System The Bonds will be issued in book-entry form. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee). One fully-registered Bond will be issued for each maturity of the Bonds in the total aggregate principal amount of each such maturity and will be deposited with DTC. See APPENDIX G: BOOK-ENTRY SYSTEM. The Borrower and the Authority cannot and do not give any assurances that DTC will distribute to its Participants (as such term is defined in Appendix G) or that DTC Participants or others will distribute to the Beneficial Owners payments of principal of and interest on the Bonds or any redemption or other notices or that they will do so on a timely basis or will serve and act in the manner described in this Official Statement. Neither the Borrower nor the Authority is responsible or liable for the failure of DTC or any DTC Direct Participant or DTC Indirect Participant (as such terms are defined in Appendix G) to make any payments or give any notice to a Beneficial Owner with respect to the Bonds or any error or delay relating thereto. SOURCE OF PAYMENT AND SECURITY FOR THE BONDS General The Bonds are payable from, and secured by, Revenues, which consist primarily of Loan Repayments made by the Borrower pursuant to the Loan Agreement and payments made by the Corporation, the Borrower and any future Members of the Obligated Group pursuant to Master Indenture Obligation No. 5. In the Loan Agreement, the Borrower agrees to make Loan Repayments to the Trustee, which payments, in the aggregate, will be in an amount sufficient for the payment in full of all amounts payable with respect to the Bonds, including the total interest payable on the Bonds to the date of maturity of the Bonds or earlier redemption, the principal amount of the Bonds, any redemption premiums, and certain other fees and expenses, less any amounts available for such payment as provided in the Indenture. The Bonds are otherwise payable from payments made with respect to Master Indenture Obligation No. 5 and from certain funds held under the Indenture. As security for its obligation to make Loan Repayments, the Obligated Group Representative, on behalf of itself and the Obligated Group, concurrently with the issuance of the Bonds will issue Master Indenture Obligation No. 5 to the Trustee pursuant to which the Obligated Group Members agree to make payments to the Trustee in amounts sufficient to pay, when due, the principal and Redemption Price of and interest on the Bonds. Upon issuance of the Bonds, the Corporation and the Borrower will be the only Members of the Obligated Group. See The Master Indenture below. Additionally, Master Indenture Obligation No. 5 will be secured by the Deed of Trust, as described under The Deed of Trust below. Debt Service Reserve Fund The Indenture requires the establishment of a Debt Service Reserve Fund. On the date of issuance of the Bonds, proceeds of the Bonds will be deposited in the Debt Service Reserve Fund established under the Indenture in the amount shown herein under PLAN OF FINANCE Estimated Sources and Uses of Funds." The Debt Service Reserve Fund shall be held by the Trustee solely as security for the Bonds as provided in the Indenture. The Borrower and the Authority shall have no interest in the Debt Service Reserve Fund. The moneys in the Debt Service Reserve Fund and any investment held as part of such fund shall be held in trust and shall be applied by the Trustee solely for the payment of the principal and interest on the Bonds when due. See APPENDIX D: SUMMARY OF 9

16 PRINCIPAL DOCUMENTS INDENTURE Debt Service Reserve Fund. The amount deposited into the Debt Service Reserve Fund equals the Debt Service Reserve Fund Requirement applicable on the date of issuance of the Bonds. The Borrower must replenish any deficiency in the Debt Service Reserve Fund resulting from either the use of money therein for payment of debt service on the Bonds or a decrease in the value of Investment Securities on deposit in the Debt Service Reserve Fund, in each case as provided in the Indenture. See APPENDIX D: SUMMARY OF PRINCIPAL DOCUMENTS INDENTURE Debt Service Reserve Fund for more information on the valuation of amounts in the Debt Service Reserve Fund by the Trustee and what is permitted or required by the provisions of the Indenture if such valuation identifies an excess or deficiency in such amount. The Master Indenture General. Master Indenture Obligation No. 5 is being issued by the Obligated Group Representative on behalf of itself and the Obligated Group pursuant to the Master Indenture, as supplemented and amended by Supplement No. 5. Under the Master Indenture, only Obligated Group Members are obligated to make payments on Master Indenture Obligation No. 5. Upon issuance of the Bonds, the Corporation and the Borrower will be the only Members of the Obligated Group. Joint and Several Obligations. Under the Master Indenture, any Obligated Group Member may be authorized to incur, for itself and on behalf of the other Obligated Group Members, Master Indenture Obligations to evidence or secure indebtedness. All Obligated Group Members are jointly and severally liable with respect to the payment of each Obligation incurred under the Master Indenture, including the Existing Master Indenture Obligations and Master Indenture Obligation No. 5. See APPENDIX D: SUMMARY OF PRINCIPAL DOCUMENTS MASTER INDENTURE Authorization and Issuance of Master Indenture Obligations and Particular Covenants of the Members. Membership and Withdrawal from the Obligated Group. The Obligated Group currently consists of the Corporation and the Borrower. For a description of the Obligated Group, see APPENDIX A: INFORMATION CONCERNING THE NORTHBAY HEALTHCARE SYSTEM. For a more detailed discussion of entry into or withdrawal from the Obligated Group, see APPENDIX D: SUMMARY OF PRINCIPAL DOCUMENTS MASTER INDENTURE Particular Covenants of the Members Membership in Obligated Group and Withdrawal from Obligated Group. Security Interest in Gross Receivables. To secure its obligation to make Required Payments (as defined in the Master Indenture) under the Master Indenture, each Obligated Group Member has granted (and any additional Members of the Obligated Group will grant) to the Master Trustee a security interest in its Gross Receivables to the extent the same may be pledged and a security interest granted therein under the Uniform Commercial Code of California (the UCC ). Gross Receivables means all of the accounts, chattel paper, instruments and general intangibles (all as defined in the UCC) of each Obligated Group Member, as are now in existence or as may be hereafter acquired, and the proceeds thereof; excluding, however, all Restricted Moneys which is defined in the Master Indenture as the proceeds of any grant, gift, bequest, contribution or other donation (and, to the extent subject to the applicable restrictions, the investment income derived from the investment of such proceeds) specifically restricted by the donor or grantor to an object or purpose inconsistent with their use for the payment of Required Payments. The enforceability, priority and perfection of the security interest in Gross Receivables may be limited by a number of factors, or may be subordinated to Permitted Liens and to the interests and claims of others in certain circumstances, as discussed below under Limitations on Enforceability. The Master Indenture shall be deemed a security agreement for purposes of the UCC. The Master Trustee s security interest in the Gross Receivables shall be perfected, to the extent that such security interests may be so perfected, by the filing of financing statements which comply with the requirements of the UCC. 10

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