Agmt08 South Bayside System Authority AKA Silicon Valley Clean Water

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FIRST AMENDMENT TO FINANCING AGREEMENT This FIRST AMENDMENT TO FINANCING AGREEMENT (this "First Amendment"), dated as of March 20, 2014, is between SILICON VALLEY CLEAN WATER, a joint exercise of powers authority duly organized and existing under the laws of the State of California (the "Authority"), and the CITY OF REDWOOD CITY, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"). BACKGROUND: 1. In order to provide for the transmission, treatment and disposal of wastewater, the cities of Belmont, Redwood City and San Carlos and the West Bay Sanitary District (collectively, the "Members") have previously entered into a Joint Exercise of Powers Agreement dated as of November 1 3, 1 975, as amended (the "Joint Powers Agreement"), under which the Authority has been organized as a joint powers authority which is a public entity separate and apart from the Members. 2. Under the Joint Powers Agreement, the Authority owns and operates a sub- regional wastewater treatment plant and related facilities which serve the Members, and the Commission of the Authority has approved a 10-Year Capital Improvement Program for the construction of improvements to such plant and facilities (the "Project"), including improvements which solely benefit individual Members. 3. In order to provide financing for such improvements, the Authority (acting under its former name of the "South Bayside System Authority") has previously issued its South Bayside System Authority 2008 Wastewater Revenue Bonds in the aggregate principal amount of $10,000,000, and its South Bayside System Authority 2009 Wastewater Revenue Bonds (Federally Taxable - Build America Bonds - Direct Payment) in the aggregate principal amount of $55,855,000, and concurrently with the execution and delivery of this First Amendment the Authority is issuing its Silicon Valley Clean Water 2014 Wastewater Revenue Bonds in the aggregate principal amount of $60,000,000 (the "2014 Bonds"). 4. Under the Joint Powers Agreement, the Members are obligated to pay their allocable share of debt service on bonds and other obligations issued by the Authority, as such allocable shares are determined in accordance with the existing provisions of the Joint Powers Agreement. 5. In order to provide security for bonds and other obligations issued by the Authority to provide financing for the Project, the City and the Authority have previously entered into a Financing Agreement dated as of December 1, 2008 (the "Financing Agreement"), under which the City has agreed to pay its allocable share of debt service with respect to such bonds and other obligations issued by the Authority. 6. The Authority and the City wish to enter into this First Amendment in order to provide that the provisions of the Financing Agreement do not apply to loans made to the Authority by the State Water Resources Control Board (the "State Board") under its