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WHEREAS, the Authority and the EPA are proposing to amend the 2020 WIFIA Loan Agreement to conform to previously executed amendments to the financing agreements between the Authority and the Members required by the State Water Resources Control Board in connection with low-cost State Revolving Fund loans; and WHEREAS, pursuant to Government Code Section 5852.1, certain information relating to the Financing Agreement is set forth in Exhibit A attached to this Resolution, and such information is hereby disclosed and made public; and WHEREAS, this Council wishes to approve the Fifth Amendment to the Financing Agreement, and related documents and actions, in furtherance of the public purposes of the City. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF REDWOOD CITY AS FOLLOWS: Section 1. Execution and Delivery of Additional WIFIA Loan Agreements, Amendments and the Issuance of the Notes. The City Council hereby consents to the execution and delivery of the 2021 WIFIA Loan Agreements by the Authority to provide additional financing for the Project and the issuance of the notes by the Authority for the purpose of providing interim financing for the Project; provided however, that the principal amount of the 2021 WIFIA Loans and the principal amount of the notes allocated to the City, in each case, shall not exceed $70,426,500 (exclusive of capitalized interest). The City Council hereby consents to the Authority and the EPA entering into amendments to the 2020 WIFIA Loan Agreement to conform to certain executed amendments to the financing agreements between the Authority and the Members required by the State Water Resources Control Board in connection with low-cost State Revolving Fund loans. The consent of the City Council set forth in this Section 1 does not extend to any indebtedness or obligations of the Authority other than the WIFIA Loans and the notes for the interim financing of the Project. Section 2. Approval of Fifth Amendment to Financing Agreement. The Fifth Amendment to Financing Agreement between the Authority and the City, is hereby approved substantially in the form of the copy thereof on file with the City Clerk, to which copy reference is hereby made for the full particulars thereof, and Mayor is hereby authorized and directed to execute said amendment and the City Clerk is hereby authorized and directed to attest thereto, for and on behalf of the City. Section 3. City Portion of Official Statement. The preparation and distribution of Appendix A to the Preliminary Official Statement for the notes (the "Preliminary Official Statement"), which contains information relating to the City, and in the forepart of the Preliminary Official Statement under the captions "PARTICIPATING MEMBERS" and "CERTAIN PARTICIPATING MEMBER RISK FACTORS," excluding, however, any information under such caption which pertains specifically to any other Member (together "City Portion"), in substantially the form on file with the City Clerk, is hereby approved. The City Manager or the Assistant City Manager of Administrative Services/Treasurer are each hereby authorized to execute a certificate pursuant to Rule 15c2-12 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act'), relating to the City Portion of the Preliminary Official Statement. The City Manager or the Assistant City Manager of Administrative Services/Treasurer or their written designee (each a "Designated Officer") are each hereby authorized and directed to approve any changes in or additions to the portions of the final Official Statement which relate to the City. The Designated Officers, each acting alone, are each hereby authorized and directed to approve and deliver the City Portion of the Official ATTY/RESO.0061/CC RESO AUTHORIZING EXECUTION & DELIVERY OF FIFTH AMENDMENT— WIFIA LOAN RESO. NO. 15978 REV: 08-11-2021 MI MUFF # 304 Page 2 of 5