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RESOLUTION NO. 15978 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDWOOD CITY AUTHORIZING EXECUTION AND DELIVERY OF THE FIFTH AMENDMENT TO FINANCING AGREEMENT WITH SILICON VALLEY CLEAN WATER RELATING TO AMENDMENTS TO AN EXISTING WIFIA LOAN AGREEMENT, ADDITIONAL WIFIA LOAN AGREEMENTS 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 additions to the Project, the Authority has executed and delivered a loan agreement (the "2020 WIFIA Loan Agreement") for a loan (the "2020 WIFIA Loan") and is proposing to execute and deliver two additional loan agreements (the "2021 WIFIA Loan Agreements" and, together with the 2020 WIFIA Loan Agreement, the "WIFIA Loan Agreements") with the United States Environmental Protection Agency (the "EPA"), as WIFIA lender, for additional loans under the authority of the Water Infrastructure Finance and Innovation Act (the "2021 WIFIA Loans" and together with the 2020 WIFIA Loan, the "WIFIA Loans"); and WHEREAS, in order to provide interim financing for additions to the Project, the Authority has issued and is proposing to issue additional notes prior to the draw on the WIFIA Loans 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 Loans (and, prior to the draw on the WIFIA Loans, 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 fifth amendment to the Original Financing Agreement (the "Fifth 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 2021 WIFIA Loans and, prior to the draw on the 2021 WIFIA Loans, the notes relating thereto, and to provide that the City's allocated share of debt service on such notes will be paid on a subordinate basis to the payments with respect to the Authority's outstanding bonds and the WIFIA Loans; and ATTY/RESO.0061/CC RESO AUTHORIZING EXECUTION & DELIVERY OF FIFTH AMENDMENT— WIFIA LOAN RESO. NO. 15978 REV: 08-11-2021 MI MUFF # 304 Page 1 of 5