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8.A. - Page 18 of 73 Attachment C Stradling Yocca Carlson & Rauth Draft of 5/10/19 SECOND AMENDMENT TO FINANCING AGREEMENT This SECOND AMENDMENT TO FINANCING AGREEMENT (this "Second Amendment"), dated as of May 1, 2019, 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 laws of the State of California (the "City"), and further amends in part, the Financing Agreement dated as of December 1, 2008 (the "Original Financing Agreement"), as amended by the First Amendment to Financing Agreement dated as of March 20, 2014 (the "First Amendment"), each by and between the Authority and the City (collectively, the "Financing Agreement"). 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 13, 1975, as amended and as it may be further amended from time to time (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 conveyance 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, including the Regional Environmental Sewer Conveyance Upgrade Program (the "WIFIA Project," which is referred to in the WIFIA Loan Agreement (defined below) as the Project). 3. In order to provide financing for such Project, the Authority (and previously, under its former name of the "South Bayside System Authority") has issued bonds and incurred other obligations from time -to -time. 4. In order to provide funding for the WIFIA Project, the Authority has authorized the execution and delivery of a WIFIA Loan Agreement (the "WIFIA Loan Agreement") with the United States Environmental Protection Agency, acting by and through its administrator ("EPA"), as WIFIA lender (the "WIFIA Lender") for a loan (the "WIFIA Loan") to be made by the EPA under the authority of the Water Infrastructure Finance and Innovation Act and the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"). 5. In order to provide interim financing for the WIFIA Project prior to drawing on the WIFIA Loan, the Authority has authorized the issuance and sale of notes under the provisions of the Act (the "2019 Notes" and together with the WIFIA Loan, the "WIFIA Financing Program") under an Indenture of Trust dated as of May 1, 2019 (the "2019 Bond Indenture"), between the Authority and Zions Bank, a Division of ZB, National Association, as trustee and the Authority expects to repay the 2019 Notes at maturity from a draw on the WIFIA Loan. 532