S.E.C. RULE 15c2-12 NOTICE OF SPECIFIED EVENT

The Santa Clara County Financing Authority (the "Authority") and the County of Santa Clara (the "County") hereby provide notice of the following event (the "Specified Event") related to the following bond issues:

Issues: Santa Clara County Financing Authority Lease Revenue Bonds (VMC Refunding), 1997 Series A (the "Series 1997A Bonds")

Santa Clara County Financing Authority Lease Revenue Bonds (Multiple Facilities Projects), 2003 Series C (the "Series 2003C Bonds")

Santa Clara County Financing Authority Lease Revenue Bonds (Housing Authority Office Project), Series 2004A (the "Series 2004A Bonds")

Santa Clara County Financing Authority Lease Revenue Bonds (Housing Authority Office Project), Series 2006 Bonds (the "Series 2006 Bonds")

Santa Clara County Financing Authority Lease Revenue Bonds (Multiple Facilities Projects), 2006 Series I (the "Series 20061 Bonds")

Santa Clara County Financing Authority Lease Revenue Bonds (Multiple Facilities Projects), 2007 Series K (the "Series 2007K Bonds")

Santa Clara County Financing Authority Lease Revenue Bonds (VMC Refunding), 2008 Series A (the "Series 2008A Bonds")

Santa Clara County Financing Authority Lease Revenue Bonds (Multiple Facilities Projects), 2008 Series L (the "Series 2008L Bonds")

Santa Clara County Financing Authority Variable Rate Demand Refunding Lease Revenue Bonds (Multiple Facilities Projects), 2008 Series M (the "Series 2008M Bonds")

Santa Clara County Financing Authority Refunding Lease Revenue Bonds (Multiple Facilities Projects), 2010 Series N (the "Series 2010N Bonds") and, together with the Series 1997A Bonds, the Series 2003C Bonds, the Series 2004A Bonds, the Series 2006 Bonds, the Series 20061 Bonds, the Series 2007K Bonds, the Series 2008A Bonds, the Series 2008L Bonds and the Series 2008M Bonds, the "Lease Revenue Bonds")

County of Santa Clara, California, General Obligation Bonds (Election of 2008), 2009 Series A (the "Series 2009A GO Bonds")

County of Santa Clara Taxable Pension Funding Bonds, Series 2007 (the "Series 2007 Taxable Pension Bonds" and, together with the Lease Revenue Bonds and the Series 2009A Bonds, hereinafter collectively referred to as, the "Bonds")

CUSIP Numbers: See Exhibit A attached hereto.

OHSUSA:750982709.2

Note: The CUSIP numbers referred to above are provided for the convenience of holders of the Bonds. The Authority and the County are not responsible for the accuracy or completeness of the CUSIP numbers.

Specified Event:

On July 6, 2012, Moody's Investors Service ("Moody's) downgraded the underlying, long-term rating assigned to each of the above-referenced Bonds. The rating assigned to the Lease Revenue Bonds was downgraded to "Al" from "Aa2"; the rating assigned to the 2009 Series A GO Bonds was downgraded to "Aa2" from "Aal"; and the rating assigned to the Series 2007 Pension Bonds was downgraded to "Aa3" from "Aa2". See attached Moody's Report, attached hereto as Exhibit B.

Other Matters:

This notice is provided solely for the purposes of the Continuing Disclosure Certificates delivered in connection with the above-referenced Bonds. The filing of this notice does not constitute or imply any representation: (1) that the foregoing Specified Event is material to investors; (ii) regarding any other financial, operating or other information about the Authority or County or the Bonds; or (iii) that no other circumstances or events have occurred or that no other information exists concerning the Authority or the County, the Bonds or the Specified Event, which may have a bearing on the Authority's or County's financial condition, the security for the Bonds, or an investor's decision to buy, sell, or hold the Bonds. No assurance can be given that Moody's will not take any further action with respect to the rating or that any rating will not subsequently be revised or withdrawn entirely if, in the judgment of Moody's, circumstances so warrant.

Dated: July /7 2012.

SANTA CLARA COUNTY FINANCING AUTHORITY

By: Treasurer and Controller

COUNTY OF SANTA CLARA

By: Director of Finance

01-ISUSA:750982709.2

EXHIBIT A

The CUSIP Numbers for the Series 1997A Bonds are as follows:

Maturity Date CUSIP No. (November 15) (801577)

2012 BH9 2013 BJ5

The CUSIP Numbers for the Series 2003C Bonds are as follows:

Maturity Date (May 15)

CUSIP No. (801577)

Maturity Date (May 15)

CUSIP No. (801577)

2012 DF1 2018 DM6 2013 DG9 2019 DN4 2014 DH7 2020 DP9 2015 DJ3 2021 DQ7 2016 DKO 2022 DRS 2017 DL8 2023 DS3

The CUSIP Numbers for the Series 2004A Bonds are as follows:

Maturity Date CUSIP No. (September 1) (801577)

2029 DU8

The CUSIP Numbers for the Series 2006 Bonds are as follows:

Maturity Date CUSIP No. (September 1) (801577)

2038 EY9

The CUSIP Numbers for the Series 20061 Bonds are as follows:

Maturity Date CUSIP No. Maturity Date CUSIP No. (May 15) (801577) (May 15) (801577)

2012 EE3 2021 , EPS 2013 EFO 2022 EQ6 2014 EG8 2023 ER4 2015 EH6 2024 ES2 2016 EJ2 2025 ETO 2017 EK9 2026 EU7 2018 EL7 2028* EV5 2019 EMS 2031* EW3 2020 EN3

* Term

OHSUSA:750982709.2 A-1

The CUS1P Numbers for the Series 2007K Bonds are as follows:

Maturity Date CUSIP No. Maturity Date (May 15) (801577) (May 15)

CUSIP No. (801577)

2013 FB8 2021 FK8 2014 FC6 2022 FL6 2015 FD4 2023 FM4 2016 FE2 2025* FN2 2017 FF9 2027* FP7 2018 FG7 2032* FQ5 2019 FH5 2037* FR3 2020 FJ1

* Term

The CUSIP Numbers for the Series 2008A Bonds are as follows:

Maturity Date (November 15)

CUSIP No. (801577)

Maturity Date (November 15)

CUSIP No. (801577)

2014 GC5 2019 GH4 2015 GD3 2020 GJO 2016 GEl 2021 GM3 2017 GF8 2021 GK7 2018 GG6 2022 GL5

The CUSIP Numbers for the Series 2008L Bonds are as follows:

Maturity Date CUSIP No. Maturity Date (May 15) (801577) (May 15)

CUSIP No. (801577)

2013 GS0 2020 GZ4 2014 GT8 2021 11A8 2015 GU5 2022 HB6 2016 GV3 2023 HC4 2017 GW1 2028* HD2 2018 GX9 2036* HEO 2019 GY7

* Tenn

The CUSIP Numbers for the Series 2008M Bonds are as follows:

Maturity Date CUSIP No. (May 15) (801577)

2035 1-1F7

OHSUSA:750982709.2 A-2

The CUSIP Numbers for the Series 2010N Bonds are as follows:

Maturity Date (May 15)

CUSIP No. (801577)

Maturity Date (May 15)

CUSIP No. (801577)

2013 HL4 2016 HP5 2014 HM2 2017 HU4 2015 HNO 2017 HQ3 2015 HT7

The CUSIP Numbers for the Series 2009A GO Bonds are as follows:

Maturity Date CUSIP No. Maturity Date CUSIP No. (August 1) (801546) (August 1) (801546)

2012 LV2 2023 MG4 2013 LWO 2024 MH2 2014 LX8 2025 MJ8 2015 LY6 2026 MK5 2016 LZ3 2027 ML3 2017 MA7 2028 MM1 2018 MB5 2029 MN9 2019 MC3 2030 MP4 2020 MDI 2031 MQ2 2021 ME9 2034* MR0 2022 MF6 2039* MS8

* Term

The CUSIP Numbers for the Series 2007 Pension Bonds are as follows:

CURRENT INTEREST BONDS

Maturity Date CUSIP No. (August 1) (801624)

2008 AA5 2009 AB3 2010 AC1 2011 AD9 2012 AE7

CAPITAL APPRECIATION BONDS

Maturity Date CUSIP No. (August 1) (801624)

2013 AG2 2014 AHO 2015 AM 2016 AK3 2017 AL1 2018 AM9 2019 AN7

OHSUSA:750982709.2

A-3

Maturity Date CUSIP No. (August 1) (801624)

2020 AP2 2021 AQO 2022 AR8 2023 AS6 2024 AT4 2025 AU1 2026 AV9 2027 AW7 2028 AX5 2029 AY3

OHSUSA:750982709.2 A-4

Ex L- Vtir- 6

MooDy's INVESTORS SERVICE

New Issue: Moody's Downgrades Santa Clara County's (CA) Ratings

Global Credit Research 06 Jul 2012

Approximately $1.6 Billion in Debt Affected

SANTA CLARA COUNTY FINANCING AUTHORITY, CA Counties CA

Moody's Rating ISSUE RATING Lease Revenue Bonds (Capital Projects) 2012 Series A Al

Sale Amount $84,890,000 Expected Sale Date 07/25/12 Rating Description Lease Rental: Abatement

Moody's Outlook STA

Opinion

NEW YORK, July 06, 2012 --Moody's Investors Service has assigned an Al rating to Santa Clara County's Refunding Lease Revenue Bonds (Capital Projects) 2012 Series A, issued by Santa Clara County Financing Authority. In conjunction with this rating assignment, we have downgraded to Aa2 from Aal the County's General Obligation bond rating; downgraded to Aa3 from Aa2 the rating on the County's Pension Obligation Bonds; and downgraded to Al from Aa2 the ratings on the County's outstanding lease backed obligations. The outlook on these ratings is stable.

Rating Rationale

The downgrades reflect the County's significantly weakened financial position, following three consecutive years of General Fund deficits (2009-2011), and the limited prospects for rebuilding the county's balance sheet in the current economic environment. The county's operating deficits have reduced its year-end General Fund balance and liquidity to very low levels, even for the new ratings. The assigned ratings also reflect the county's very strong tax base, solid long-term economic fundamentals, and above average socioeconomic profile. The County's favorable debt position--which despite the county's aggressive borrowing in recent years, remains manageable—and its generally favorable pension and retiree health positions also figure positively In the ratings. The county's recent, now amicably resolved dispute with the City of San Jose regarding property tax distributions to the city's former redevelopment agency was not a factor in the rating action.

The two notch, rather than one notch, downgrade of the lease backed obligations is the result of the county's weakening financial position. The County's previously strong financial position, coupled with the then low lease burden, had lead to an atypical, one notch distinction between the GO rating and the rating on lease backed obligations. With the weakening of the county's financial position this atypical distinction no longer applies. The current two notch distinction represents Moody's standard notching for California abatement lease-backed obligations. Broadly speaking the two notches reflect the risk of abatement and the narrower, general fund security pledge for leases compared to the very strong, voter-approved unlimited property pledge securing general obligation bonds.

Bond proceeds will be used for a new health information system at Santa Clara Wiley Medical Center and other technological needs. The leased asset will be County jail, the value of which is estimated to be in excess of the amount of the bonds.

Key Strengths

- Large county with Assessed Value (AV) well in excess of the median for the rating level.

- Wealth and income levels well in excess of the median for the rating level.

- Largest employers and tax payers include among the best known technology firms in the world.

- Easily manageable debt position.

- Recovery of the labor market

- Large OPEB reserve and retiree health trust fund.

Key Challenges

- Weakened reserve position with reserves well below the median for the rating level.

- Still high unemployment rate.

- Continued, substantial general fund operating subsidy required for the county's medical center

Detailed Discussion

The County is home to Silicon Valley and the majority of the country's leading technology firms. Driven by university and corporate research, the area is still a world-wide center of technological innovation. The unprecedented growth of the technology sector in recent decades contributed to a significant improvement in County wealth levels compared to its peers. At the time of the 2000 census, per capita income had grown to a healthy $32,795, or 151.9% of the nationwide average.

The current economic downturn is the County's second severe recession in the last decade. After achieving a low of 2.0% in 2000, the County's unemployment rate more than quadrupled to 8.4% in 2002; but by 2006, the rate was down to 4.5%. This was notable, because for the first time since 2001, the rate was below the state and national levels of 4.9% and 4.6%, respectively and indicated recovery from the historic collapse of the high-tech sector. The recent severe recession took another severe toll on the countywide labor market and the unemployment rate more than doubled to 11.1% by 2010, and stood just below the statewide rate of 12.4%. However, the recovery in the job market has been strong in the most recent year with the addition of approximately 54,000 jobs between May, 2011 and May 2012, which has reduced the unemployment rate to 8.2%, well below the statewide rate of 10.4%.

Going forward, technology breakthroughs in life sciences and clean industries, supported by the highly skilled labor force and improved home affordability, are likely to be key to renewed economic growth.

The severe housing slump has been less crippling to the County than in other parts of the state. After averaging a moderate 6.2% annual growth rate in the prior five-year period, county-wide AV growth in 2010 was a nominal 0.2%, followed by a decline of 2.1% in 2011. However, with the improvement in the economy and the stabilization of the housing market, the trend was reversed in 2012 with a small 1.0% increase. The 2012-13 AV increase is estimated at 2.5%.

Three Consecutive General Fund Operating Deficits Leave the County With Much Weakened Reserve Position

General Fund deficits in 2009, 2010 and 2011 nearly halved the County's General Fund (GF) balance, reducing it from $476 million to $246 million, or just 11.7% of revenues. The decrease in fund balance was largely due to slow decrease in expenditures during a period of rapid revenue decline resulting from the weakened economy, Most significantly, in 2010 while revenues were off by 9.5%, GF expenditures were down by only 5.2%. The slow decline in expenditures mainly reflected the County's desire to preserve services as much as possible at the expense of reserves. The outcome however is a reserve position that is a mere one third of the median for Aal rated counties. Even when comparing to Aa2 rated counties, the Santa Clara's GF balance is modest compared to the 19.4% statewide median and the 32.7% median for the nation as a whole.

For 2012, the County estimates an essentially balanced GF operation with no significant change in the fund balance. Given the relatively small size of the deficit in 2011, it is plausible that by 2012 the County was able to match expenditures with revenues. A reduced subsidy to the county hospital has contributed to the reestablishment of

general fund operating balance. This subsidy decreased from $123 million in 2011 to $88 million in 2012. For 2013 the total subsidy is budget to increase by just $1 million to $89 million.

The County's 2013 GE budget is balanced and is largely consistent with the 2012 budget. There is no significant reliance on one time revenues. Salaries and benefits are held stable largely with continued reduction in headcount and some concessions from the bargaining units.

Manageable Debt Position

With the current offering the County will have approximately $880 million in lease supported debt, $383 million in Pension Obligation Bonds and $317 million in General Obligation bonds outstanding. The resulting net direct debt of 0.5% of AV is equal to the median for similarly rated counties in the state and the overall debt burden of 3.0% of AV is higher than the median of 2.2% for similarly rated counties in California. The County's net lease burden is approximately 3.1% and the County's combined lease and general fund obligation burden is 4.2%, which are still relatively high for major metropolitan counties in the State. There are some offsetting revenues which ease this burden. Much of the County's lease debt is related to its public hospital. The peak hospital lease payment is $30.5 million. The County currently receives $8.4 million of SB1732 debt service reimbursement annually from the State, or 27.0% of its peak hospital lease payment. The County is also benefits from a unique tax override for pensions that generates more than $100 million annually. Santa Clara is the only county with such a revenue stream, which further alleviates the county's long term financial burden.

The County has approximately $220 million in variable rate debt which represents approximately 14% of its outstanding debt. Approximately $140 million is hedged with a variable to fixed rate swap with Citibank NA rated A3. The swap payments are insured by Ambac, The County is not subject to posting of collateral. As the insurer's rating is below A3, the County's rating is the trigger for early termination. The County has to be rated below Baa3 for termination to occur. Downgrade of Citibank's rating below Baal will also cause termination. As of June 18, 2012 the County's had nearly $380 million in cash available to address its variable rate exposure. So its current variable rate debt level and composition does not pose a significant risk for the County. Also, a Letter of Credit with Bank of America will expire in October, 2012. The County is exploring refunding possibilities of these variable rate bonds with fix rated bonds and terminating the swap agreement.

The County enjoys a modestly favorable position in addressing its post retirement health care obligations. Santa Clara is one of the few counties with any assets set aside for this purpose. As of June 30, 2011 the County had $252 million in OPEB reserves, which was equal to 12% of accrued actuarial liability of $1.8 billion. Also, the County has set aside $168.2 million as of May 30, 2012 in a Retiree Health Governmental Reserve, apart from the PERS trust. These funds are available for retiree health but do not figure in the UAAL calculation.

The County's Safety Plan pension system is funded at 83.9%, and the Miscellaneous Plan at 82.3% as of 6/30/2010. These funding levels are typical for California.

The current issue is structured as an asset transfer with a County jail serving as the subject of the lease. The County covenants to annually budget and appropriate lease payment for use and occupancy of the jail. The lease is subject to abatement. Typical insurance provisions mitigate this risk, including title insurance, rental interruption insurance for two years and a cash funded reserve subject to the standard three tiered test.

What Could Cause the Rating to Go Up

- Significant improvement in the County's financial position

- Increases in fund balances coupled with plans to restore reserves to pre-downturn levels

What Could Cause the Rating to Go Down

- Continued deterioration of the financial position

- Significant amount of additional debt

Outlook

The outlook on Santa Clara County's long-term ratings is stable. The stable outlook reflects the likelihood that the County will stabilize its G• balance, which when combined with the strong economic indicators, will comfortably

maintain the County's current credit quality.

KEY STATISTICS:

2011 estimated population: 1.7 million

2000 per capita income: $32,795 (144.4% of state)

2012 full valuation: $300 billion

Net lease and general fund obligation burden: 4.2%

FY 2011 available general fund balance: $200 million (9.5% of general fund revenues)

RATING METHODOLOGY

The principal methodology used In this rating was General Obligation Bonds Issued by U.S. Local Governments published in October 2009. Please see the Credit Policy page on www.rnoodys.com for a copy of this methodology.

REGULATORY DISCLOSURES

The Global Scale Credit Ratings on this press release that are issued by one of Moody's affiliates outside the EU are endorsed by Moody's Investors Service Ltd., One Canada Square, Canary Wharf, London E 14 5FA UK, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that has issued a particular Credit Rating is available on www.meodys.com.

For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

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Analysts

Kevork Khrimian Lead Analyst Public Finance Group Moody's Investors Service

Eric Hoffmann Backup Analyst Public Finance Group Moody's Investors Service

Contacts

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