Agmt08 South Bayside System Authority AKA Silicon Valley Clean Water

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FINANCING AGREEMENT This FINANCING AGREEMENT (this "Agreement"), dated as of December 1 , 2008, is between the SOUTH BAYSIDE SYSTEM AUTHORITY, 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 uCityn). BACKGROUND: 1. In order to provide for the transmission, treatment and disposal of wastewater, the cities of Redwood City, 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 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, including improvements which solely benefit individual Members. 3. In order to provide financing for such improvements, the Authority intends to issue its tax-exempt bonds, notes or other obligations in series from time to time in accordance with the Joint Powers Agreement (collectively, the "Bonds"). 4. Under the Joint Powers Agreement, the Members are obligated to pay their allocable share of debt service on the Bonds, as such allocable shares are determined in accordance with the existing provisions of the Joint Powers Agreement. 5. The Authority and the City wish to enter into this Agreement in order to implement the existing provisions of the Joint Powers Agreement with respect to the repayment of the Bonds and to provide adequate security for the Bonds. AGREEMENT: In consideration of the foregoing and the material covenants hereinafter contained, the City and the Authority formally agree as follows: Section 1. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the terms defined in the recitals above and in Appendix A hereto have the respective meanings given those terms when used in this Agreement. Capitalized terms which are defined in the Joint Powers Agreement and which are not otherwise defined herein shall have the respective meanings given those terms in the Joint Powers Agreement.