AgdaPkt 2019-05-20 Joint SA PFA - Laserfiche WebLink

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8.A. - Page 27 of 73 the Authority's wastewater system, failure to complete the acquisition and construction of the WIFIA Project by the estimated completion date thereof, sale of the Sewer Utility System, the taking by eminent domain of title to or temporary use of any component of the Sewer Utility System, the WIFIA Project or the Authority's wastewater system, commercial frustration of purpose, any change in the tax law or other laws of the United States of America or the State of California or any political subdivision of either thereof or any failure of the Authority to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Indenture, the WIFIA Loan Agreement, this Agreement, or any other agreement or contract." Amendment to Section 6(a) and (b) of the Financing Agreement. Solely with respect the WIFIA Loan and the WIFIA Lender, the Authority and the City hereby agree that Section 6(a) and (b) of the Financing Agreement is amended and restated as follows: "(a) Gross Revenue Covenant. The City shall fix, prescribe, maintain, revise and collect rates, fees and charges for the services and facilities furnished by the Sewer Utility System during each Fiscal Year, which are at least sufficient, after making allowances for contingencies and error in the estimates, to yield Gross Revenues sufficient to pay all obligations of the City which are charges, liens, encumbrances upon, or which are otherwise payable from, the Gross Revenues in such Fiscal Year, including all SBSA Bond Payments and payments of principal of, and interest and premium (if any) on Parity Debt and Subordinate Debt, and any debt issued pursuant to Section 9. (b) Net Revenue Covenant. In addition, the City shall fix, prescribe, maintain, revise and collect rates, fees and charges for the services and facilities furnished by the Sewer Utility System during each Fiscal Year which are sufficient to yield Net Revenues at least equal to 120% of the SBSA Bond Payments and payments of principal of and interest and premium (if any), on Parity Debt coming due in such Fiscal Year. The amount of the Unencumbered Fund Balance as of the last day of the immediately preceding Fiscal Year shall be credited towards the City's obligations under this subsection (b), in an amount not to exceed 20% of the SBSA Bond Payments and payments of principal of and interest and premium (if any) on Parity Debt referred to in the preceding sentence." Amendment to Section 8 of the Financing Agreement. Solely with respect the WIFIA Loan and the WIFIA Lender, the Authority and the City hereby agree that Section 8(b)(iii) of the Financing Agreement is deleted in its entirety. Amendment to Section 11 of the Financing Agreement. Solely with respect the WIFIA Loan and the WIFIA Lender, the Authority and the City hereby agree that Section 11 of the Financing Agreement is amended and restated as follows: "The City shall keep proper books of record and accounts of the Sewer Utility System and the Sewer Utility Fund in which complete and correct entries are made of all transactions relating to the Sewer Utility System or the Sewer Utility Fund. Said books shall, upon prior written request, be subject to the reasonable inspection of the Authority, the Bond Trustee, the WIFIA Lender or their representatives authorized in writing, upon not less than two business days' prior notice to the City. The City shall cause the books and accounts of the Sewer Utility System to be, audited annually by an Independent Accountant not more than nine months after the close of each Fiscal Year, and shall make a copy of such report available for inspection by the Authority, the Bond Trustee and the WIFIA Lender. Such A-2 541