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7.B. - Page 8 of 11 THIRD AMENDMENT TO FINANCING AGREEMENT Attachment B This THIRD AMENDMENT TO FINANCING AGREEMENT (this "Third Amendment'), dated as of October 1, 2020, 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") and by the Second Amendment to Financing Agreement dated as of May 1, 2019 (the "Second Amendment' and together with the Original Financing Agreement and the First Amendment, the "Financing Agreement'), each by and between the Authority and the City. BACKGROUND: 1. In order to provide for the transmission, treatment and disposal of wastewater, the City, the cities of San Carlos and Belmont 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'). 3. In order to provide funding for the WIFIA Project, the Authority executed and delivered a loan agreement, dated as of July 11, 2019 (the "Original 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") 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 and subject to the terms and conditions of the Original WIFIA Loan Agreement. 4. The Authority and the EPA propose to terminate the Original WIFIA Loan Agreement and execute a new WIFIA Loan Agreement (the "WIFIA Loan Agreement') for the WIFIA Loan, which loan will thereafter be subject to the terms and conditions contained in the WIFIA Loan Agreement, in order to reset the interest rate on the WIFIA Loan to reduce the interest rate payable thereon. 5. Section 14 of the Original Financing Agreement provides that the Original Financing Agreement may be amended by a written instrument duly authorized and executed by the Authority and the City. 6. To facilitate the re-execution of the Original WIFIA Loan Agreement and the reduction of the interest rate under the WIFIA Loan as described in paragraph 4 above, the REV: 10-14-2020 MI ATTY/AGR.Amend No. 3/SVCW (Page 1 of 4) 366