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05/20/2019 RESOLUTION NO. 15772 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDWOOD CITY AUTHORIZING EXECUTION AND DELIVERY OF A SUPPLEMENT TO JOINT POWERS AGREEMENT AND AN AMENDMENT TO FINANCING AGREEMENT WITH SILICON VALLEY CLEAN WATER RELATING TO A WIFIA LOAN AGREEMENT AND REVENUE NOTES AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTIONS WHEREAS, in order to provide for the transmission, treatment and disposal of wastewater, the City of Belmont, the City of Redwood City, the City of 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 to the date hereof (as amended, the "Joint Powers Agreement"), under which Silicon Valley Clean Water (formerly known as the South Bayside System Authority) has been organized as a joint powers authority (the "Authority"), which is a public entity separate and apart from the Members; and WHEREAS, under the Joint Powers Agreement, the Authority owns and operates a sub -regional wastewater treatment plant and related conveyance facilities which serve the Members (the "Project"), and in order to provide financing for the Project the Authority has previously issued multiple series of its Wastewater Revenue Bonds and the City of Redwood City (the "City") has entered into a financing agreement, as amended to the date hereof (as amended, the "Original Financing Agreement"), with respect to such bond issues; and WHEREAS, in order to provide funds to finance and refinance additions to the Project, the Authority is proposing to execute and deliver a loan agreement with the United States Environmental Protection Agency, as WIFIA lender (the "WIFIA Loan Agreement"), for a loan under the authority of the Water Infrastructure Finance and Innovation Act (the "WIFIA Loan"); and WHEREAS, in order to provide interim financing for additions to the Project, the Authority is proposing to issue notes prior to the draw on the WIFIA Loan by the Authority; and WHEREAS, under the Joint Powers Agreement, the Members are obligated to pay their allocable share of debt service on the WIFIA Loan (and, prior to the draw on the WIFIA Loan, the notes) as such allocable share is determined in accordance with the provisions of the Joint Powers Agreement; and WHEREAS, the Authority has requested that the City enter into a second amendment to the Original Financing Agreement (the "Second Amendment to Financing Agreement, and, together with the Original Financing Agreement as previously amended, the "Financing Agreement") in order to facilitate the delivery of the WIFIA Loan and, prior to the draw on the WIFIA Loan, the notes, and to provide that the City's allocated share ATTY/RESO.0049/CC RESO AUTHORIZING EXECUTION & DELIVERY OF JOINT POWERS AGR —SVCA 2019 DEBT RESO. NO 15772 REV: 05-13-19 DZ MUFF NO. 304 Page 1 of 5