Goleta City Council
December 3, 2024

Agenda Item B.1

PUBLIC HEARING
Meeting Date: December 3, 2024
TO: Goleta Facilities Financing Authority Chair and Board of Directors SUBMITTED BY: Jaime A. Valdez, Assistant City Manager
PREPARED BY: Luke Rioux, Finance Director/Treasurer
SUBJECT: Goleta Facilities Financing Authority Authorizing the Issuance of Local Measure A Transportation Sales Tax Revenue Bonds (in an Aggregate Principal Amount Not to Exceed $20 mill ion) and Lease Revenue Bonds (in an Aggregate Principal Amount Not to Exceed $23 million) to Finance All or a Portion of Costs Related to Certain Projects in the City of Goleta
RECOMMENDATION:

A. Board of Directors adopt Resolution No. 24-__, entitled, “A Resolution of the Goleta Facilities Financing Authority Authorizing the Execution and Delivery by the Authority of an Installment Sale Agreement, a Trust Agreement, and a Bond Purchase Agreement in Connection with the Issuance of Local Measure A Transportation Sales Tax Revenue Bonds, Authorizing the Issuance of Such Bonds in an Aggregate Principal Amount of Not to Exceed $20 ,000,000, and Authorizing the Execution of Final and Necessary Documents and Bonds and Related Actions”; and B. Board of Directors adopt Resolution No. 24-__, entitled, “A Resolution of the Board of Directors of the Goleta Facilities Financing Authority Authorizing the Execution and Delivery by the Authority of a Ground Lease, Lease Agreement, Indenture, Assignment Agreement, and Bond Purchase Agreement in Connection with the Issuance of Goleta Facilities Financing Authority Lease Revenue Bonds, Approving the Issuance of Such Bonds in an Aggregate Principal Amount of Not to Exceed $23,000,000, and Authorizing the Execution of Final and Necessary Documents and Certificates and Related Actions.”
BACKGROUND:

On December 19, 2023, the City Council awarded the construction contract for Project Connect, approved budget appropriations from various funds, and directed staff to 1 Meeting Date: December 3, 2024

prepare a financing reimbursement resolution and pursue tax -exempt financing as a contingency.

On April 2, 2024, during a workshop on the Capital Improvement Program (CIP), staff presented updates on the CIP project sheets, funding estimates, and budget appropriations for FY2024/25. Funding strategies for active priority capital improvement projects with identified unfunded amounts were also discussed, focusing on Annual Work Program projects, must-do projects with grant deadlines, and emergency projects. Two main priority projects for potential tax -exempt financing were identified: the Cathedral Oaks Crib Wall Repair Project (Project No. 9053) and the San Jose Creek Bike Path — Northern and Southern Segments (CIP Project No. 9006). In addition, it was discussed that staff would bring back a reimbursement resolution for financial flexibility as part of the overall strategy. Staff was directed to continue working with its municipal financial advisor, Urban Futures, Inc. ( “UFI”), to put together the financing team, ev aluate financing, and consider issuing tax-exempt obligations.

On April 12, 202 4, UFI distribute d Requests for Proposals (“RFPs”) to bond/disclosure counsel firms and underwriter firms. The City received three responses to the underwriter RFP and four responses to the bond/disclosure counsel RFP. Based on experience and qualifications, Stradling Yocca Carlson & R auth LLP (“SYCR”) and Orrick, Herrington & Sutcliffe LLP (“Orrick”) were selected as bond and disclosure counsels, and Stifel, Nicolaus & Company (“Stifel”) was selected as the underwriter.

On June 18, 2024, the City Council held a public hearing on the adoption of the FY 2024/25 Budget. During this public hearing, staff presented a summary of major updates to the CIP since the CIP Budget Workshop. This update included revised project cost estimates based on recent bids and discussed that the reimbursement resolution would include the Goleta Train Depot and South La Patera Improvement s (CIP Project No. 9079) as a contingency.

On July 16, 2024, the City Council adopted Resolution No. 24 -49, declaring its intention to reimburse certain expenditures from the proceeds of tax -exempt obligations. The Resolution, which did not authorize or otherwise bind the City into issuing obligations, stipulates a reasonably expected maximum principal amount of tax-exempt obligations of $37 million to primarily finance the Cathedral Oaks Crib Wall Repair Project and the San Jose Creek Bike Path—Northern and Southern Segments among other projects named therein for accelerated delivery and for additional flexibility , included Ekwill Street and Fowler Road Extensions (CIP Project No. 9002), Hollister Avenue Old Town Interim Striping Project (CIP Project No. 9114—now a part of Ekwill Street and Fowler Road Extensions), Hollister Avenue Bridge Replacement (CIP Project No. 9033), and Goleta Train Depot and South La Patera Improvements (CIP Project No. 9079). Together, these projects constitute “the Project”.

On September 3, 2024, the City Council adopted Resolution No. 24-59, authorizing the execution and delivery of a Joint Exercise of Powers Agreement by and between the City and the California Statewide Communities Development Authority (“CSCDA”), which agreement has been executed and delivered. As a result, the Goleta Facilities Financing 2 Meeting Date: December 3, 2024

Authority (the “GFFA”) was created and established. Among other things, GFFA has the power to issue bonds for the financing and refinancing of public capital improvements or projects whenever there are significant public benefits, as determined by the City.

Staff and the financing team are now ready to present, for consideration by the City Council and the Board of Directors, two financings that, together, would generat e $37 million in bond proceeds to finance all or a portion of the Project.

DISCUSSION:

Public Hearing

In accordance with Government Code Section 6586 .5(a)(1), the City must hold a public hearing to consider public testimony concerning the possible issua nce of bonds by the GFFA to finance certain public capital improvements within the boundaries of the City.

The City Resolutions approve the sale of bonds by the GFFA and find that there are significant public benefits in connection with t he Project, and t he associated financing thereof, with bond proceeds.

This meeting has been convened as a joint meeting of the City Council and the GFFA Board of Directors in order to allow the City Council, and the Council Members acting in their capacity as the GFFA Board of Directors, to hold the hearing as described above .

As separate bodies, the City of Goleta and the Goleta Facilities Financing Authority will consider adoption of resolutions of each body approving or authorizing the issuance of bonds by the GFFA and approving the form of related financing documents and other actions.

Local Measure A Transportation Sales Tax Revenue Bonds, Series 2025 The Project being financed is made up of Measure A qualified projects: The City has received a letter from SBCAG (“SBCAG Approval Letter”) acknowledging that each of the projects constituting the Project is eligible to be funded with the City’s local share of Measure A funds. Given the size and scope of the Project, funding it on a pay-go basis (i.e., waiting to construct the Project until enough Measure A funds —which sunset in 2040—are accumulated) would severely delay the Project and likely result in much higher construction costs due to inflation.

Financing allows the Project to be undertaken more quickly using proceeds of the 202 5 Bonds and the 2025A Lease Revenue Bonds (both described below). The GFFA would issue Local Measure A Transportation Sales Tax Revenue Bonds, Series 2025 (“2025 Bonds”), with a final maturity in 2040, to finance a portion of the Project. Debt service on the 2025 Bonds would be repaid with installment payments made by the City (from its annual local share Measure A re ceipts) to the GFFA to purchase the Project over time.

The SBCAG Approval Letter acknowledges that the use over several years of the City’s local share of Measure A funds for the repayment of bonds issued by or on behalf of the City to accelerate the construction of one or more of the projects will be considered eligible 3 Meeting Date: December 3, 2024

expenditures of the City’s local share of Measure A funds. Measure A receipts, as and when received by the City, will be applied to make installment payments.

Not all the projected local share of Measure A funds would be consumed by debt service.

For the 2025 Bonds to be marketable to investors, the financing would be structured with

1.50x debt service coverage. For example, the City received $2,2 50,748 in local share of Measure A funds in Fiscal Year 2023-24. Assuming no growth or decline in revenues, the maximum annual debt service, through a final maturity of 2040, would be $1.5 million to achieve 1.50x debt service coverage ($2.2 5 million/$1.5 million). Therefore, an estimated $750,000 of local share Measure A funds would remain available each year for other qualified Measure A expenditures, such as paving. In the current market, approximately $18. 28 million in project proceeds could be generated with this type of financing structure.

The City Resolution No. 24-__ and GFFA Resolution No. 24-__ approve certain documents and actions needed to authorize the issuance and sale of the 202 5 Bonds, including the following substantially final form financing documents together with any changes or additions deemed advisable and approved by any Authorized Officer:

 Installment Sale Agreement : The Installment Sale Agreement between the City and GFFA provides for GFFA to finance the costs of and transfer the completed financed portion of the Project to the City, in consideratio n of which the City will obligate itself to make installment payments for the Project to GFFA in the amounts and on the dates set forth in the Installment Sale Agreement. The installment payments will be due on dates and in amounts to enable the GFFA to p ay scheduled debt service on the 2025 Bonds.

 Trust Agreement: The Trust Agreement defines the terms and conditions of the 2025 Bonds, including the flow of funds, redemption provisions, investment and management of funds and accounts, repayment mechanisms , and the rights and obligations of the City, GFFA, the municipal bond insurer, if any, the trustee (The Bank of New York Mellon Trust Company, N.A.), and the bondholders. Under the Trust Agreement, the trustee directly receives the installment payments made by the City under the Installment Sale Agreement, which are equal in amount to the interest and principal payments due on the 2025 Bonds. The Trustee receives and disburses the installment payments semiannually to holders of the 2025 Bonds as payments of interest and principal.

 Bond Purchase Agreement : The Bond Purchase Agreement among GFFA, the City, and Stifel defines the terms and conditions under which the 2025 Bonds will be purchased by the underwriter.

The resolutions also set forth certain not-to-exceed parameters for the 202 5 Bonds, including a principal amount not exceeding $20 million, a true interest cost not exceeding

4.5%, a final maturity not exceeding May 1, 2040, and an underwriter’s discount not exceeding 0.5% of the principal amount of the 2025 Bonds. The not-to-exceed principal amount in excess of estimated project proceeds covers costs of issuance, including but 4 Meeting Date: December 3, 2024

not limited to consultant fees, underwriter’s discount, credit rating, bond insurance, and reserve surety policy.

Lease Revenue Bonds, Series 2025A
As discussed in prior sections, the total estimated unfunded amount of the Project is $37 million. Because of the limitations of the City’s local share of Measure A funds (Measure A sunsets in 2040 and the City receives a pproximately $2.2 5 million annually), the issuance of the 202 5 Bonds alone would generate approximately $18. 28 million in proceeds and would therefore not be enough to fund the Project. The City can generate the remaining proceeds through the issuance of Lease Revenue Bonds, Series 202 5A (“2025A LRBs”), which would be secured by legally available funds of the City’s General Fund and would not require an increase in taxes to its residents.

Under this financing mechanism, GFFA would issue the 202 5A LRBs. GFFA would simultaneously enter into a Ground Lease with the City whereby the City leases city - owned property ( “Leased Asset”) to GFFA in consideration of an upfront payment (generated by the issuance of the 2025A LRBs), and GFFA leases the Leased Asset back to the City in consideration for semi -annual lease payments, which in turn, are used to pay debt service on the 2025A LRBs.

The City entered into a similar financing mechanism with IBank for the purchase of City Hall (for which City Hall serv es as the leased asset). Staff and the financing team discussed with IBank substituting City Hall with the Goleta Valley Library and the City Corporation Yard so that City Hall could be released and utilized as the Leased Asset for the 202 5A LRBs. The IB ank Board of Directors approved this asset substitution on November 20, 2024.

The Resolutions authorize certain documents and actions needed to approve or authorize the issuance and sale of the 2025A LRBs, including the following substantially final form financing documents together with any changes or additions deemed advisable and approved by any Authorized Officer:

 Ground Lease and Lease Agreement: The Ground Lease and Lease Agreement provide for the City to lease the Leased Asset (City Hall) to GFFA in consideration of an upfront rent payment, and for GFFA to lease the Leased Asset back to the City in consideration of the payment by the City to GFFA of semi -annual base rental payments, which are pledged to the repayment of the 202 5A LRBs. The rental payments will be due on dates and in amounts to enable the GFFA to pay scheduled debt service on the 202 5A LRBs. In addition, under the Lease Agreement the City would agree to annually budget for and appropriate the rental payments for the use and occupancy of the Leased Asset. The City would further agree in the Lease Agreement to provide specified forms of insurance and to maintain the Leased Asset.

 Indenture: The Indenture defines the terms and c onditions of the 2025A LRBs, including the pledge of revenues , redemption provisions, investment and management of funds and accounts, repayment mechanisms, and the rights and 5 Meeting Date: December 3, 2024

obligations of the City, GFFA, the municipal bond insurer, if any, the trustee (The Bank of New York Mellon Trust Company, N.A.), and the bondholders. Under the Indenture, the trustee directly receives rental payments made by the City under the Lease Agreement, which are equal in amount to the interest and principal payments due on the 2025A LRBs. The Trustee receives and disburses the rental payments semiannually to holders of the 2025A LRBs as payments of interest and principal.

 Assignment Agreement : Under the Assignment Agreement, GFFA agrees to assign to the trustee its right to receive the rental payments made under the Lease Agreement.

 Bond Purchase Agreement : The Bond Purchase Agreement among GFFA, the City, and Stifel defines the terms and conditions under which the 2025A LRBs will be purchased by the underwriter.

The City Resolution No. 24-__ and the GFFA Resolution No. 24-__ also set forth certain not-to-exceed parameters for the 202 5A LRBs, including a principal amount not exceeding $23 million, a true interest cost not exceeding 5.0%, a final maturity not exceeding May 1, 2056, and an underwriter’s discount not exceeding 0.5% of the principal amount of the 2025A LRBs. The not-to-exceed principal amount for the 202 5A LRBs is recommended at a higher amount than for the 202 5 Bonds in case market conditions change, and the 2025 Bonds generate a lower amount of project proceeds than currently anticipated.

FISCAL IMPACTS:

Pursuant to Government Code Section 5852.1, good faith estimates (obtained from the underwriter and the municipal advisor) must be disclosed at a public meeting before the authorization of the 2025 Bonds and the 2025A LRBs. Required good faith estimates are provided in the applicable resolutions; the table below summarizes those estimates and includes additional information.
6 Meeting Date: December 3, 2024

2025 Bonds

2025A LRBs
Principal Amount:

Final Maturity:

True interest cost:
$16,900,000

May 1, 2040

3.57%
$17,410,000

May 1, 2055

4.27%
Finance charge: $500,057 $436,734
Amount of Project proceeds received: $18,278,290 $18,723,974 Average annual debt service:

Total debt service payment amount:
$1,579,445

$23,972,472
$1,130,882

$34,127,506
* These are good faith estimates only and are based on market rates as of November 14, 2024. Final results will likely differ based on market conditions as of the actual sale date and other factors. However, for the financing to proceed, the not -to-exceed parameters described in the previous section must be met.

NEXT STEPS:

If the City Council and Board of Directors adopt the resolutions approving or authorizing the issuance of the 2025 Bonds and the 2025A LRBs, the financing team would proceed with developing the Preliminary Official Statements (the offering document for the marketing and sale of the bonds) and the Continuing Disclosure Certificates (agreements that would obligate the City to continue providing certain information to bondholders) as well as seeking credit ratings and bond insurance/surety policies (if applicable). Staff would then bring the Preliminary Official Statements and Continuing Disclosure Certificates for approval by the City Council and Board of Directors in January. The 2025 Bonds and the 2025A LRBs would be sold and delivered in February, at which time the City would receive the Project proceeds.

ALTERNATIVES:

The Board of Directors may elect not to approve the Resolutions authorizing the issuance and sale of the 2025 Bonds and 2025A LRBs, in which case the f unding of the Project would be delayed. The Board of Directors may elect to approve one of the two bond issuances or to specify lesser principal amounts to be issued provided that direction is included on the specific projects which are expected to be completed with net proceeds of the approved issuances.

LEGAL REVIEW BY: Isaac Rosen, Acting City Attorney

7 Meeting Date: December 3, 2024

APPROVED BY: Robert Nisbet, City Manager
ATTACHMENTS:

1. Authority Resolution No. 24 -__, entitled, “A Resolution of the Goleta Facilities Financing Authority, Authorizing the Execution a nd Delivery by the Authority of an Installment Sale Agreement, a Trust Agreement, and a Bond Purchase Agreement in Connection with the Issuance of Local Measure A Transportation Sales Tax Revenue Bonds, Series 2025, Authorizing the Issuance of Such Bonds i n an Aggregate Principal Amount of Not to Exceed $20,000,000, and Authorizing the Execution of Final and Necessary Documents and Bonds and Related Actions.”

2. Form of Installment Sale Agreement

3. Form of Trust Agreement

4. Form of Bond Purchase Agreement (2025 Bonds)

5. Authority Resolution No. 24-__, entitled, “A Resolution of the Board of Directors of the Goleta Facilities Financing Authority Authorizing the Execution and Delivery by the Authority of a Ground Lease, Lease Agreement, Indenture, Assignment Agreeme nt, and Bond Purchase Agreement in Connection with the Issuance of Goleta Facilities Financing Authority Lease Revenue Bonds, Series 2025A, Approving the Issuance of Such Bonds in an Aggregate Principal Amount of Not to Exceed $23,000,000, and Authorizing the Execution of Final and Necessary Documents and Certificates and Related Actions.”

6. Form of Ground Lease

7. Form of Lease Agreement

8. Form of Indenture

9. Form of Assignment Agreement

10. Form of Bond Purchase Agreement (2025A LRBs)
8 Attachment 1
Resolution No. 24-__ entitled, “A Resolution of the Goleta Facilities Financing Authority, Authorizing the Execution and Delivery by the Authority of an Installment Sale Agreement, a Trust Agreement, and a Bond Purchase Agreement in Connection with the Issuance of Local Measure A Transportation Sales Tax Revenue Bonds, Authorizing the Issuance of Such Bonds in an Aggregate Principal Amount of Not to Exceed $20,000,000, and Authorizing the Execution of Final and Necessary Documents and Bonds and Related Actions.”
9 4162-8833-5697.7

RESOLUTION NO. 24-____

A RESOLUTION OF THE GOLETA FACILITIES FINANCING

AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY BY

THE AUTHORITY OF AN INSTALLMENT SALE AGREEMENT, A

TRUST AGREEMENT, AND A BOND PURCHASE AGREEMENT IN

CONNECTION WITH THE ISSUANCE OF LOCAL MEASURE A

TRANSPORTATION SALES TAX REVENUE BONDS,

AUTHORIZING THE ISSUANCE OF SUCH BONDS IN AN

AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$20,000,000, AND AUTHORIZING THE EXECUTION OF FINAL AND

NECESSARY DOCUMENTS AND BONDS AND RELATED ACTIONS
WHEREAS, the Goleta Facilities Financing Authority (the “Authority”) is empowered to assist the City of Goleta (the “City”) in financing certain public capital improvements pursua nt to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of th e State of California (the “Act”) and pursuant to that certain Joint Exercise of Powers Agreement between the City and the California Statewide Communities Development Authority (the “Joint Powers Agreement”); and WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of Californi a authorizes and empowers the Authority to issue revenue bonds to assist the City in financing projects and programs that the Authority determines are necessary or convenient for the financing of public capital improvements, or any portion thereof; and
WHEREAS, the City Council of the City has determined that the financing of all or a portion of the costs of the design, acquisition, installation, and construction of certain public capital improvements located in various sites in the City, including the Ekwill Street and Fowler Road extension (including the Hollister Avenue Old Town interim striping project), Cathedral Oaks crib wall repair, San Jose Creek bike path, Hollister Avenue Bridge replacement, and Goleta Train Depot and South La Patera Lane improvements, and related street resurfacing and public walkway improvements (collectively, the “Project”) , as more particularly described in Exhibit B to the Installment Sale Agreement (as defined below); is necessary and proper for, and for the common benefit of, the City, and under the terms of applicable law, the payment for such Pr oject may be made in whole or in part from Revenues, as defined in the Installment Sale Agreement; and
WHEREAS, to assist the City with the acquisition and construction of the Project, the Authority will acquire and construct the Project for, and sell the Project to, the City, pursuant to an Installment Sale Agreement by and between the City and the Authority, in the form presented to this meeting (with such changes, insertions and omissions as are made pursuant to th is Resolution, being referred to herein as the “Installment Sale Agreement”); and
WHEREAS, the Authority understands that the City desires to authorize the execution and delivery of additional Contracts, as defined in the Installment Sale Agreement, in the future from time to time for the purpose of financing the design, 10 2
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acquisition and construction of additional roadway improvements and street resurfacing, which are necessary and proper for, and for the common benefit of, the City, the payment for which ma y be made in whole or in part from Revenues, as defined in the Installment Sale Agreement; and
WHEREAS, certain 2025 Installment Sale Payments to be made by the City under the Installment Sale Agreement (as defined in the Installment Sale Agreement) constituting Revenues when and as received by the Authority will be pledged to the owners of the Bonds pursuant to a Trust Agreement, among the Authority, The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and the City (such Trust Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “Trust Agreement”); and
WHEREAS, the Authority and the City have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and issuance of the “Goleta Facilities Financing Authority Local Measure A Transportation Sales Tax Revenue Bonds, Series 2025” (the “Bonds”) for the purpose of financing the Project; and
WHEREAS, the Authority and the City may determine that securing the timely payment of the principal of and interest on the Bonds by obtaining a bond insurance policy (a “Bond Insurance Policy”) with respect thereto issued by a municipal bond insurer (a “Bond Insurer”) could be economically advantageous to the City; and WHEREAS, on April 20, 2018, the City Council of the City adopted a revised Debt Management Policy for the City, that complies with Government Code Section 8855(i) (the “Debt Management Policy”), which Debt Management Policy is by this Resolution adopted by and deemed to apply to the Authority, and the sale and issuance of the Bonds as contemplated by this Resolution is in compliance with the Debt Management Policy; and
WHEREAS, Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), has submitted to the City and the Authority a proposed form of an agreement to purchase the Bonds in the form of a Bond Purchase Agreement, among the Underwriter, the Authority and the City (such Bond Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “Bond Purchase Agreement”); and WHEREAS, the City has informed the Authority that the financing of such public capital improvements within the City will result in significant public benefits in the form of demonstrable savings in effective interest rates, and the more efficient delivery of City services to residential and commercial development; and WHEREAS, the Authority has been presented with the form of each document referred to herein relating to the financing contemplated hereby, and the Authority has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; and 11 3
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WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed i n regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursua nt to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL AS

GOVERNING BOARD OF THE GOLETA FACILITIES FINANCING AUTHORITY (the “Board”), as follows:

SECTION 1.

All of the recitals herein contained are true and correct and the Authority so finds.

SECTION 2.

Any of the Chair, Vice Chair, Executive Director, Treasurer, and Secretary of the Authority , and each of their authorized designees (the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the Authority are authorized to implement the Project in accordance with the provisions of the Installment Sale Agreement and this Resolution.

SECTION 3.

The form of Installment Sale Agreement to be dated as of the first day of the month in which the initial issuance of the Bonds occurs (the “Document Date”), presented to the Authority at this meeting and on file with the Secretary of the Board, is hereby approved, an d any Authorized Officer is authorized and directed to execute and deliver the same in substantially such form, with any changes, additions and completions thereto as such Authorized Officer may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the principal components of the 2025 Installment Sale Payments shall not exceed $20,000,000, the final maturity date of the Bonds is not later than May 1, 2040 and the true interest cost for the Bonds is not in excess of

4.50%.

SECTION 4.

The form of Trust Agreement, to be dated the Document Date, among the City, the Authority and the Trustee, presented to the Authority at this meeting and on file with the Secretary of the Board, is hereby approved, and any Authorized Officer is hereby authorized and directed to execute and deliver the Trust Agreement in substantially such form, with any changes, additions and completions thereto as such Authorized Officer may r equire or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate principal amount of the Bonds shall not exceed $20,000,000, the final maturity date of the Bonds is not 12 4
4162-8833-5697.7

later than May 1, 2040 and the true interest cost for the Bonds is not in excess of 4.50%.

SECTION 5.

The issuance of the Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Trust Agreement as finally executed, is hereby authorized and approved.

SECTION 6.

The form of Bond Purchase Agreement, to be dated the date of sale of the Bonds, presented to the Authority at this meeting and on file with the Secretary of the Board , is hereby approved, and any Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement in substantially such form, with any changes, additions and completions thereto as such Authorized Officer may require or approve, such requirement or approval to be conclusively evi denced by the execution and delivery thereof; provided, however, that the underwriter ’s discount for the sale of the Bonds shall not exceed 0.50% of the aggregate principal amount of such Bonds.

SECTION 7.

With the passage of this Resolution, the Authority hereby confirms that it has adopted the Debt Management Policy and certifies that such Debt Management Policy complies with Government Code Section 8855(i), and that the financing described in this Resolution is in compliance with the Debt Management Policy, and to the extent the sale and issuance of the Bonds is not in compliance with the Debt Management Policy, such noncompliance is waived in accordance with the terms of the Debt Management Policy, and instructs Orrick, Herrington & Sutcliffe LLP, as Bond Counsel, on behalf of the Authority, with respect to the Bonds described in this Resolution, (a) to cause notices of the proposed sale and final sale of the Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Government Code Section 8855, and (b) to check, on behalf of the Authority, the “Yes” box relating to such certifications in the notice of proposed sale filed pursuant to Government Code Section 8855.

SECTION 8.

The officers and agents of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent o f this Resolution, including, without limitation, negotiating the terms of an insurance policy and/or a reserve account insurance policy to the extent such insurance and reserve account insurance policy is determined to be economically advantageous.

SECTION 9.

The Authorized Officers and the officers, employees and agents of the City acting on behalf of the Authority are hereby authorized and directed, jointly and severally, to execute and deliver any and all documents, which in consultation 13 5
4162-8833-5697.7

with City Attorney, as General Counsel to the Authority, or with Bond Counsel, they may deem necessary or advisable, in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Anyt hing to the contrary herein notwithstanding, in the event the Executive Director or the Treasurer determines in consultation with the Municipal Advisor that the cost -efficient marketing of the Bonds requires creation of a funded reserve under the Trust Agreement, each of the Trust Agreement, Installment Sale Agreement and other documents approved herein may be revised to reflect the funding of such a reserve. Specifically and without limiting the foregoing, the Executive Director and/or the Treasurer is authorized and directed to solicit and accept bids for bond insurance and, if applicable, a reserve account insurance policy, for the Bonds, provided he determines acceptance of the best bid will result in lower overall debt service or lower interest cost, a nd appropriate changes to each of the documents referenced herein to evidence such bond insurance, and, if applicable, a reserve account insurance policy, and the terms thereof, are hereby authorized and approved. All actions heretofore taken by the Authorized Officers and the officers, employees and agents of the City acting on behalf of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified.

SECTION 10.

All actions heretofore taken by any officer of the Authority with respect to the sale and issuance of the Bonds, or in connection with or related to any of the agreements or documents referenced herein, are hereby approved, confirmed and ratified in all respects.

SECTION 11.

The Board hereby approves the execution and delivery of any and all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the Government Code using DocuSign.

SECTION 12.

All actions heretofore taken by the officers, employees and agents of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified.
14 6
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SECTION 13.

The Secretary of the Board shall certify to the adoption of this Resolution, and it shall become effective immediately upon adoption.

PASSED, APPROVED AND ADOPTED this 3rd day of December 2024.

PAULA PEROTTE
CHAIR

ATTEST: APPROVED AS TO FORM:

______________________________
DEBORAH S. LOPEZ ISAAC ROSEN

SECRETARY OF THE BOARD ACTING CITY ATTORNEY AS

GENERAL COUNSEL OF THE

AUTHORITY
15 4162-8833-5697.7

STATE OF CALIFORNIA )
COUNTY OF SANTA BARBARA ) ss.

CITY OF GOLETA )
I, DEBORAH S. LOPEZ, Secretary of the Board of Directors of the Goleta Facilities Financing Authority, DO HEREBY CERTIFY that the foregoing Resolution No. 24 -__ was duly adopted by the Board at a regular meeting held on the 3rd day of December 2024 by the following vote of the Council:

AYES:

NOES:

ABSENT:

ABSTENTIONS:
(SEAL)
__________________________
DEBORAH S. LOPEZ

SECRETARY OF THE BOARD
16 A-1
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EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein a re provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the Authority and the City by its Municipal Advisor, Urban Futures, Inc., in consultation with Stifel, Nicolaus & Company, Incorporated, the Underwriter of the Bonds.

Principal Amount. The Municipal Advisor has informed the Authority that, based on the City ’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be issued and sold is $16,900,000 (the “Estimated Principal Amount”).

True Interest Cost of the Bonds . The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 3.57%.

Finance Charge of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate and expectation to purchase bond insurance at a net beneficial cost to the City (meaning the cost of the insurance premium will be less than the reduced interest cost to the City), its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $500,057.

Amount of Proceeds to be Received. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Authority for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $18,278,290.

Total Payment Amount . The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum t otal of all payments the Authority will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $23,972,472, which excludes any reserves or capitalized interest paid or funded with proceeds of the Bonds (which may offset such total payment amount).

The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The actual principal amount of the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the 17 A-2
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amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds issued and sold being different from the Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) o ther market conditions, (f) alterations to the Authority’s financing plan, or a combination of such factors. 18 Attachment 2

Form of Installment Sale Agreement
19 OH&S 11/15/2024 Draft
4124-4589-4481.3

INSTALLMENT SALE AGREEMENT

by and between the

CITY OF GOLETA,
as Purchaser

and the

GOLETA FACILITIES FINANCING AUTHORITY,
as Seller

for the

GOLETA FACILITIES FINANCING AUTHORITY
LOCAL MEASURE A TRANSPORTATION SALES TAX REVENUE BONDS, SERIES 2025

Dated as of _______ 1, 2025

20 TABLE OF CONTENTS

Page

-i-
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ARTICLE I DEFINITIONS ................................................................................................................... 1 Section 1.01. Definitions................................................................................................................. 1 Section 1.02. Terms defined in the Trust Agreement ..................................................................... 8 ARTICLE II THE PROJECT .................................................................................................................. 9 Section 2.01. Design, Acquisition, Construction and Sale of the Project ....................................... 9 ARTICLE III 2025 INSTALLMENT SALE PAYMENTS; ADMINISTRATION FEE ........................ 9 Section 3.01. Purchase Price and Administration Fee. ................................................................... 9 Section 3.02. Payment of 2025 Installment Sale Payments and Administration Fee ................... 10 Section 3.03. Prepayment of 2025 Installment Sale Payments ..................................................... 13 ARTICLE IV ADDITIONAL CONTRACTS ........................................................................................ 14 Section 4.01. Additional Contracts ............................................................................................... 14

ARTICLE V REPRESENTATIONS AND COVENANTS OF THE CITY AND THE AUTHORITY .................................................................................................................. 14 Section 5.01. Authority; Compliance with Installment Sale Agreement and Trust Agreement ............................................................................................................... 14 Section 5.02. Use of Proceeds of Bonds ....................................................................................... 15 Section 5.03. Against Encumbrances ............................................................................................ 15 Section 5.04. Maintenance of Measure A Revenues..................................................................... 15 Section 5.05. Tax Covenants ........................................................................................................ 15 Section 5.06. Prompt Acquisition and Construction of the Project .............................................. 16 Section 5.07. Accounting Records and Financial Statements. ...................................................... 16 Section 5.08. Protection of Security and Rights of the Authority and the Trustee ....................... 16 Section 5.09. Further Assurances .................................................................................................. 16 Section 5.10. Continuing Disclosure ............................................................................................ 16 ARTICLE VI EVENTS OF DEFAULT AND REMEDIES .................................................................. 17 Section 6.01. Events of Default and Acceleration of Principal ..................................................... 17 Section 6.02. Application of Measure A Receipts Upon Acceleration ......................................... 17 Section 6.03. Other Remedies ....................................................................................................... 18 Section 6.04. Non-Waiver ............................................................................................................. 18 Section 6.05. Remedies Not Exclusive ......................................................................................... 18 ARTICLE VII DISCHARGE OF OBLIGATIONS ................................................................................. 20 Section 7.01. Discharge of Obligations. ....................................................................................... 20 21 TABLE OF CONTENTS
(continued)
Page

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ARTICLE VIII MISCELLANEOUS ........................................................................................................ 20 Section 8.01. Liability of City Limited to Measure A Receipts.................................................... 20 Section 8.02. Benefits of Installment Sale Agreement ................................................................. 21 Section 8.03. Successor Is Deemed Included in all References to Predecessor............................ 21 Section 8.04. Waiver of Personal Liability ................................................................................... 21 Section 8.05. Article and Section Headings, Gender and References .......................................... 21 Section 8.06. Partial Invalidity ...................................................................................................... 21 Section 8.07. Assignment ............................................................................................................. 21 Section 8.08. Net Contract ............................................................................................................ 21 Section 8.09. California Law ........................................................................................................ 22 Section 8.10. Indemnification ....................................................................................................... 22 Section 8.11. Funds ....................................................................................................................... 22 Section 8.12. Notices .................................................................................................................... 22 Section 8.13. Notices to Insurer; Miscellaneous Insurer Provisions ............................................. 23 Section 8.14. Agreement Represents Complete Agreement; Amendments .................................. 23 Section 8.15. Effective Date ......................................................................................................... 24 Section 8.16. Electronic Signatures .............................................................................................. 24 Section 8.17. Execution in Counterparts ....................................................................................... 24 EXHIBIT A – INSTALLMENT SALE PAYMENTS SCHEDULE ...................................................... A-1 EXHIBIT B – DESCRIPTION OF PROJECT ........................................................................................ B-1

22 4124-4589-4481.3

INSTALLMENT SALE AGREEMENT
This INSTALLMENT SALE AGREEMENT (the “Installment Sale Agreement”), dated as of _______ 1, 2025, by and between the CITY OF GOLETA, a municipal corporation organized and existing under the Constitution of the State of California (the “City”), and the GOLETA FACILITIES FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”),
W I T N E S S E T H:

WHEREAS, the Authority is a joint exercise of powers authority duly organized and operating pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California; WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of t he Government Code of the State of California authorizes and empowers the Authority to cause revenue bonds to be issued to assist the City to finance and refinance certain public improvements upon a determination that there are significant public benefits from so doing;
WHEREAS, the City has determined that the design, acquisition, installation, and construction of certain public capital improvements located in various sites in the City, including the Ekwill Street and Fowler Road extension (including the Hollister Avenue Old Town interim striping project), Cathedral Oaks crib wall repair, San Jose Creek bike path, Hollister Avenue Bridge replacement, and Goleta Train Depot and South La Patera Lane improvements, and related street resurfacing and public walkway improvements (collectively, the “Project”) is necessary and proper for City purposes and uses, and under the terms of applicable law, the payment for such Project may be made from Measure A Receipts, as hereinafter defined, and is for the common benefit of the City as a whole;
WHEREAS, to assist the City with the acquisition and construction of the Project, the Authority has determined to acquire and construct the Project for, and sell the Project to, the City; WHEREAS, the City has determined to make installment sale payments as hereinafter described to the Authority for the repayment of the costs of the design, acquisition and construction of the Project and the incidental costs and expenses related thereto paid by the Authority; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of the Installment Sale Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into the Installment Sale Agreement;

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL

AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:

ARTICLE I

DEFINITIONS
Section 1.01. Definitions. Unless the context otherwise requires, the te rms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of any opinion 23 2
4124-4589-4481.3

or report or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein:

Accountant’s Report
“Accountant’s Report” means a report signed by an Independent Certified Public Accountant.

Acquisition Fund
“Acquisition Fund” means the fund by that name established pursuant to Section 2.11 of the Trust Agreement.

Administration Fee
“Administration Fee” means an amount equal to the sum of the Trustee’s fees, the Rebate Analyst fees and any other similar fee payable in connection with the admi nistration of this Installment Sale Agreement and the Trust Agreement, payable on the 15th day of the month preceding each Interest Payment Date.

Authority
“Authority” means the Goleta Facilities Financing Authority, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California and the Joint Powers Agreement, and its successors and assigns as provided in the Trust Agreement.

Authorized Authority Representative
“Authorized Authority Representative” means the Chair, Vice Chair, Executive Director, Treasurer and Secretary of the Authority, or any other person authorized by the Board of Commissioners of the Authority to act on behalf of the Authority under or with respect to this Installment Sale Agreement.

Authorized City Representative
“Authorized City Representative” means the Mayor of the City, the Mayor Pro Tem of the City, the City Manager of the City, the Finance Director of the City or the City Clerk, or any other person at the time designated to act on behalf of such City by written certificate furnished to the Trustee, containing the specimen signature of such person and signed on behalf of such City by an Authorized City Representative.

Bonds
“Series 2025 Bonds” means the Goleta Facilities Financing Authority Local Measure A Transportation Sales Tax Revenue Bonds, Series 2025, issued in accordance with the Trust Agreement.

Business Day
“Business Day” means any day of the year, other than (i) a Saturday, (ii) a Sunday, (iii) a day on which banks located in the city in which either the designated corporate trust office of the Trustee is located is required or authorized by law to be closed, or (iv) a day on which the New York Stock Exchange or the payment system of the Federal Reserve System is not operational. 24 3
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City
“City” means the City of Goleta, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California.

Code
“Code” means the Internal Revenue Code of 1986, as amended, and the regulation s issued thereunder.

Continuing Disclosure Certificate
“Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated as of the date hereof, executed by the City, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms.

Contracts
“Contracts” means all installment sale contracts, capital leases or similar obligations of the City authorized and executed by the City under and pursuant to applicable law, the interest and principal and prepayment premium, if any, payments under and pursuant to which are payable from Measure A Receipts on a parity with the payment of the 2025 Installment Sale Payments, including, without limitation, the Lease Agreement, dated as of _______ 1, 2025 (the “Lease Agreement”), by and between the City, as lessee, and the Authority, as lessor.

Debt Service
[“Debt Service ” means, for any Fiscal Year, the sum of that portion of the Installment Sale Payments required to be made at the times provided in the Contracts that would have accrued during such Fiscal Year if such Installment Sale Payments were deemed to accrue daily in equal amounts from, in each case, the next preceding Installment Sale Payment Date of interest or principal or the date of the pertine nt Contract, as the case may be; provided, that (a) if any of the Installment Sale Payments due under any such Contracts bear interest payable pursuant to a variable interest rate formula, the interest rate on such Contracts for periods when the actual interest rate cannot yet be determined, shall be assumed to be equal to the greater of (i) the actual rate on the date of calculation, or if such Contracts are not yet outstanding, the initial rate (if then established and binding), (ii) if the Contracts have been outstanding for at least twelve months, the average rate over the twelve months immediately preceding the date of calculation, and (iii)(1) if interest on such Contracts is excludable from gross income under the applicable provisions of the Code, the most recently published “Bond Buyer 25 Bond Revenue Index” (or comparable index if no longer published), or (2) if interest is not so excludable, the interest rate on direct U.S. Treasury obligations with comparable maturities; (b) if any of the Contracts is secured by an irrevocable letter of credit issued by a bank having a combined capital and surplus of at least $75,000,000, the principal payments or deposits with respect to such Contracts nominally due in the last Fiscal Year in which such Contracts mature may, at the option of the City, be treated as if they were due as specified in any loan agreement or reimbursement agreement issued in connection with such letter of credit or pursuant to the repayment prov isions of such letter of credit and interest on such Contracts after such Fiscal Year shall be assumed to be payable pursuant to the terms of such loan agreement or reimbursement agreement or repayment provisions and (c) if any of such Contracts is not sec ured by a letter of credit as described in clause (b) of this definition and 20% or more of the original principal of the Installment Sale Payments due under such Contracts is not due until the final stated maturity of the Installment Sale Payments due under such Contracts, such principal may, at 25 4
4124-4589-4481.3

the option of the City, be treated as if it were due based upon a level amortization of such principal over the term of such Installment Sale Payments or 30 years, whichever is greater.] Event of Default
“Event of Default” means an event described in Section 6.01.

Federal Securities
“Federal Securities” means United States of America Treasury bills, notes, bonds or certificates of indebtedness, or obligations for which the full faith and credit of the United States of America are pledged for the payment of interest and principal and interest strips of the Resolution Funding Corporation for which separation of principal and interest is maintained in book-entry form.

Fiscal Year
“Fiscal Year” means the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other annual accounting period hereafter selected and designated by the City Council of the City as the Fiscal Year of the City.

Independent Certified Public Accountant
“Independent Certified Public Accountant ” means any firm of certified public accountants appointed by the City which is independent pursuant to the Statement on Auditing Standards No . 1 of the American Institute of Certified Public Accountants.

Installment Sale Agreement
“Installment Sale Agreement” means this installment sale agreement by and between the City and the Authority, dated as of _______ 1, 2025, as originally executed and as it may from time to time be amended or supplemented in accordance herewith and with the terms of the Trust Agreement.

Installment Sale Payments; 2025 Installment Sale Payments “Installment Sale Payments” means the installment sale, rental or other periodic payments scheduled to be paid by the City under and pursuant to the Contracts. “2025 Installment Sale Payments” means the installment sale payments scheduled to be paid by the City under and pursuant to this Installment Sale Agreement.

Installment Sale Payment Date; 2025 Installment Sale Payment Date “Installment Sale Payment Date ” means any date on which Installment Sale Payments are scheduled to be paid by the City under and pursuant to any Contract. “2025 Installment Sale Payment Date” means any date on which 2025 Installment Sale Payments are scheduled to be paid by the City under and pursuant to this Installment Sale Agreement.

Insurance Agreement
[“Insurance Agreement” means the insurance agreement, dated _______ __, 2025, by and among the Authority, the City and the Insurer.]
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Insurance Policy
[“Insurance Policy” means the Municipal Insurance Policy issued by the Insurer, dated _______ __, 2025.]
Insurer
[“Insurer” means ___________________________, a New York stock insurance corporation, or any successor thereto or assignee thereof.]
Interest Payment Date
“Interest Payment Date” means a date on which interest on the Bonds is due and payable, being May 1 and November 1 of each year, commencing May 1, 2025.

Joint Powers Agreement
“Joint Powers Agreement” means the Joint Exercise of Powers Agreement, dated as of November 1, 2024, between the City and the California Statewide Communities Development Authority, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms.

Maximum Annual Debt Service
“Maximum Annual Debt Service” means the greatest total Debt Service payable in any Fiscal Year during the period commencing with the then current Fiscal Year and terminating with the Fiscal Year in which payments are due under the last Contract.

Measure A Ordinance
“Measure A Ordinance” means Ordinance No . 5, the “Road Repair, Traffic Relief and Transportation Safety Measure for Santa Barbara County,” approved by the Santa Barbara County Local Transportation Authority on June 19, 2008 and approved by at least two-thirds of electors voting on such proposition in the November 4, 2008 election, as supplemented and amended, including the Transportation Investment Plan (the “Investment Plan”), Appendix A, Appendix B-1 and Appendix B-2 to the Investment Plan, adopted by the Santa Barbara County Local Transportation Authority, as supplemented and amended.

Measure A Project
“Measure A Project” means a capital project for which Measure A Receipts may be expended, including the related Administration Fee.

Measure A Receipts
“Measure A Receipts” means Measure A Revenues allocated by the Santa Barbara County Local Transportation Authority to the City as the City’s share of local program funding pursuant to Section 18 of the Measure A Ordinance, to the extent the Project constitutes a Measure A Project, in an amount not greater than the 2025 Installment Sale Payments related to such Measure A Project.

Measure A Receipts Fund
“Measure A Receipts Fund” means the fund by that name established as provided in Section 3.02 hereof.
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Measure A Receipts Coverage Amount
[“Measure A Receipts Coverage Amount” means an amount in any Fiscal Year equal to Measure A Revenues allocated to the City in excess of Measure A Receipts but not more than 50 % of Measure A Receipts for such Fiscal Year.]
Measure A Revenues
“Measure A Revenues” means revenues of the Santa Barbara County Local Transportation Authority pursuant to the Measure A Ordinance derived from a retail transactions and use tax imposed in the County of Santa Barbara pursuant to Part 1.6 of Division 2 of the Revenue and Taxation Code of the State of California, as now in effect and as it may from time to time hereafter be amended or supplemented, Division 12 (Section 130350 et seq.) of the Public Utilities Code of the State of California, as now in effect and as it may from time to time hereafter be amended or supplemented, and the Measure A Ordinance. [Collection of the Measure A Revenues commenced on April 1, 2010 and by terms of the Measure A Ordinance will terminate on March 31, 2040].

Opinion of Counsel
“Opinion of Counsel ” means a written opinion of counsel of national reputation generally recognized to be well qualified in the field of law relating to municipal obligations such as the Bonds, retained by the City and satisfactory to the Trustee (who shall be under no liability by reason of such approval).

Other Available Revenues
“Other Available Revenues” means revenues, other than Measure A Receipts as herein defined , legally available to the City to make Installment Sale Payments, if any.

Policy Costs
[“Policy Costs” has the meaning set forth in the Insurance Agreement.] Pro Rata Share of Principal
“Pro Rata Share of Principal” means, during any month, an amount of principal becoming due and payable hereunder on the next succeeding Interest Payment Date that would have accrued if such principal were deemed to accrue monthly in equal amounts from the preceding Interest Payment Date.

Project
“Project” means the design, acquisition, installation, and construction of certain public capital improvements located in various sites in the City, including the Ekwill Street and Fowler Road extension (including the Hollister Avenue Old Tow n interim striping project), Cathedral Oaks crib wall repair, San Jose Creek bike path, Hollister Avenue Bridge replacement, and Goleta Train Depot and South La Patera Lane improvements, and related street resurfacing and public walkway improvements, all as described more particularly in Exhibit B, attached hereto and incorporated herein, and, if the contexts suggests, as described under and pursuant to any Contract.
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Purchase Price
“Purchase Price” means the total of all 2025 Installment Sale Payments owed by the City to the Authority under the conditions and terms hereof for the repayment of the costs of the design, acquisition and construction of the Project and the incidental costs and expenses related thereto paid by the Authority [(including amounts owed to the Insurer in connection with the Insurance Policy and the Reserve Policy)].

Rebate Amount
“Rebate Amount” means, for any given period, the amount determined by the Rebate Analyst as required to be rebated or paid as a yield reduction payment to the United States of America with respect to the Bonds.

Rebate Analyst
“Rebate Analyst” means _____________.

Rebate Fund
“Rebate Fund” means the fund by that name established in Section 4.06 of the Trust Agreement.

Reserve Account
“Reserve Account” means the account by that name established pursuant to Section 3.03 of the Trust Agreement.

Reserve Account Requirement
[“Reserve Account Requirement” means, as of any date of calculation, an amount equal to the least of (i) 10 % of the initial stated principal amount (within the meaning of Section 148 of the Code) of the 2025 Installment Sale Payments; (ii) 125% of the average annual 2025 Installment Sale Payments, or (iii) the Maximum Annual Debt Service.]
Reserve Policy
[“Reserve Policy” means the Municipal Bond Debt Service Reserve Insurance Policy issued by the Insurer, dated ______ __, 2025, and credited to the Reserve Account.] SBCAG
“SBCAG” means Santa Barbara County Association of Governments, a public agency established in 1966 as Metropolitan Planning Organization (MPO), for the Santa Barbara County region, as administrator of the Measure A Ordinance and the Investment Plan on behalf of the Santa Barbara County Local Transportation Authority, and its successors.

Tax Certificate
“Tax Certificate” means the Tax Certificate dated the date of initial issuance of the Bonds and executed and delivered by the City.
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Trust Agreement
“Trust Agreement” means that certain Trust Agreement dated as of _______ 1, 2025, by and among the Authority, the Trustee and the City, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms.

Trustee
“Trustee” means The Bank of New York Mellon Trust Company, N.A. , a national banking association duly organized and existing under and by virtue of the laws of the United States, acting in its capacity as trustee under and pursuant to the Trust Agreement, an d its successors and assigns as provided in the Trust Agreement.

Section 1.02. Terms defined in the Trust Agreement. Capitalized terms not otherwise defined herein have the meanings set forth in the Trust Agreement.

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ARTICLE II

THE PROJECT
Section 2.01. Design, Acquisition, Construction and Sale of the Project. The Authority hereby agrees to cause the design, acquisition and construction of the Project for, and to sell the Project to, the City; and the City agrees to transfer whatever real or personal property interest it m ay possess which may be required in order for the Authority to cause such design, acquisition and construction of the Project. In order to implement this provision, the Authority hereby appoints the City as its agent for the purpose of such design, acquisition and construction, and the City hereby agrees to enter into such engineering, design and construction contracts and purchase orders as may be necessary, as agent for the Authority, to provide for the complete design, acquisition and construction of th e Project. The City hereby agrees that as such agent it will cause the acquisition and construction of the Project to be diligently completed after the deposit of funds in the Acquisition Fund for such purpose pursuant to Section 2.11 of the Trust Agreement, and that it will use its best efforts to cause the design, acquisition and construction of the Project to be completed by ______ 2027, except for unforeseeable delays beyond the reasonable control of the City. The Authority hereby agrees to sell, and hereby sells, the Project to the City . The City hereby agrees to purchase, and hereby purchases, the Project from the Authority . Notwithstanding the foregoing, it is hereby expressly understood and agreed that the Authority shall be under no liability of any kind or character whatsoever for the payment of any costs or expenses incurred by the City (whether as agent for the Authority or otherwise) for the acquisition and construction of the Project and that all such costs and expenses shall be paid by the City, regardless of whether the funds deposited in the Acquisition Fund are sufficient to cover all such costs.

ARTICLE III

2025 INSTALLMENT SALE PAYMENTS; ADMINISTRATION FEE
Section 3.01. Purchase Price and Administration Fee.
(a) The Purchase Price to be paid by the City to the Authority hereunder is the sum of the principal amount of the City’s obligation hereunder plus the interest to accrue on the unpaid balance of such principal amount from the date hereof over the term hereof, subject to prepayment as pro vided in Section 3.03.
(b) The principal amount of the Purchase Price to be paid by the City to the Authority hereunder is $__________.
(c) The interest to accrue on the unpaid balance of such principal amount shall be paid by the City as and shall constitute inte rest paid on the principal amount of the City ’s Purchase Price obligation hereunder.
(d) Interest on the unpaid balance of the principal amount of the Purchase Price shall accrue, from the date of the initial issuance of the Bonds, on the principal h of each Installment Sale Payment at the following rates calculated on the basis of a 360-day year comprised of twelve 30-day months:

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Principal Payment
Due Date (May 1)
Principal
Amount
Interest
Rate
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
(e) In addition, the City shall pay the Administration Fee for the administrative cost of the Project and the financing.

If the Trustee renders any service hereunder or under the Trust Agreement, not provided for in the Trust Agreement or related financing documents, or the Trustee is made a party to or intervenes in any litigation pertaining to th e Trust Agreement or related financing documents or institutes interplea der proceedings relative hereto, the Trustee shall be compensated reasonably by the Authority, as an administrative expense of the City hereunder for such extraordinary services and reimbursed for any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees and expenses occasioned thereby.

Section 3.02. Payment of 2025 Installment Sale Payments and Administration Fee. The City shall, subject to prepayment as provided in Section 3.03, pay the Authority or the Trustee, as appropriate, the Purchase Price, without offset or deduction of any kind, by paying (i) the principal installments of the 2025 Installment Sale Payment s, which principal installments shall be due annually on each Interest Payment Date, (ii) the interest installments of the 2025 Installment Sale Payment s, which interest installments shall be due semiannually on each Interest Payment Date and (iii) the Administration Fee which shall be due annually on each Interest Payment Date. The 2025 Installment Sale Payments Schedule is set forth in Exhibit A attached hereto. Each 2025 Installment Sale Payment and the Administration Fee shall be payable on and shall be required to be deposited with the Trustee on or before the fifteenth day of the calendar month immediately preceding its due date.

The obligation of the City to pay the Purchase Price by paying the 2025 Installment Sale Payments and the Administration Fee is, subject to Section 8.01, absolute and unconditional, and until such time as the 2025 Installment Sale Payments shall have been paid in full (or provision for the payment thereof shall have been made pursuant to Section 7.01), the City will not discontinue or suspend any 2025 Installment Sale Payments or Administration Fee required to be paid by it under this Section when due, whether or not the Project or any part thereof is complete, or its use is suspended, interfered with, reduced, curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by offset or 32 11
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otherwise and shall not be conditional upon the performance or nonperformance by any party to any agreement for any cause whatsoever.
[The City shall pay or reimburse the Insurer any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in the Trust Agreement, the Insurance Agreement or this Installment Sale Agreement (each a “Related Document ”); (ii) the pursuit of any remedies under the any Related Document or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to any Related Document whether or not executed or completed, or (iv) any litigation or other dispute in connection with any other Related Document or the transactions contemplated thereby, other than costs resulting from the failure of the Insurer to honor its obligations under the Insurance Policy. The Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of any Related Document.]
The City has established in accordance with the Measure A Ordinance, the City’s Transportation Improvement Account (referred to as the “Measure A Receipts Fund” herein), as provided in Section 30 of the Measure A Ordinance , which fund the City agrees and covenants to maintain in accordance with the Measure A Ordinance and this Installment Sale Agreement so long as any 2025 Installment Sale Payments remain unpaid, and all money on deposit therein shall be applied and used only as provided herein including, without limitation, to pay the Purchase Price by paying the 2025 Installment Sale Payments and the Administration Fee. The City agrees and covenants that all Measure A Revenues received by it shall be deposited when and as received in the Measure A Receipts Fund.

The City covenants and agrees to apply Measure A Revenues as received on an annual basis to the payment of 2025 Installment Sale Payments prior to any other expenditure of such funds, subject to the release for expenditure as provided in this section below and only in an amount not exceeding the Measure A Receipts.
[The City covenants and agrees to include all Insurer Reimbursement Amounts (as more fully described in the Trust Agreement) and Policy Costs (as more fully described in the Trust Agreement and the Insurance Agreement) in its calculation of 2025 Installment Sale Payments and shall pay all such payments from the Measure A Receipts.]
All of the Measure A Receipts and all money in the Measure A Receipts Fund, and in the funds or accounts so specified and provided for in this Installment Sale Agreement, are hereby irrevocably pledged to the punctual payment of the 2025 Installment Sale Payment s and the Administration Fee , and the Measure A Receipts shall not be used for any other purpose while any of the 2025 Installment Sale Payments remain outstanding ; subject to the provisions of this Installment Sale Agreement permitting application thereof as set forth below and for the purposes and on the terms and conditions set forth herein.

This pledge shall constitute a first lien on the Measure A Receipts for the payment of the 2025 Installment Sale Payments and the Administration Fee in accordance with the terms thereof.

Notwithstanding the foregoing, the City may satisfy its obligation to deposit 2025 Installment Sale Payments with the Trustee by depositing Other Available Revenues with the Trustee, and if and when so deposited, shall be irrevocably pledged to the payment of 2025 Installment Sale Payments.

All Revenues on deposit in the Measure A Receipts Fund shall be set aside and deposited by the City in the various funds and accounts within the Revenue Fund at the following times in the following order of priority:
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(a) Interest and Principal Account Deposits. On or before the 15th day preceding each Interest Payment Date, the City shall, from the Measure A Revenue s in the Measure A Receipts Fund, transfer to the Trustee for deposit in the Interest Account within the Revenue Fund established under the Trust Agreement, a sum equal to the interest becom ing due and payable hereunder on the next succeeding Interest Payment Date, except that no such deposit need be made if the Trustee then holds money in the Interest Account equal to the amount of interest becoming due and payable hereunder on the next succeeding Interest Payment Date; and on or before the 15th day preceding each Interest Payment Date, the City shall, from the Measure A Revenue s in the Measure A Receipts Fund, transfer to the Trustee for deposit in the Principal Account within the Revenue Fund established under the Trust Agreement, a sum equal to the principal becoming due and payable hereunder on the next succeeding Installment Sale Payment Date, except that no such deposit need be made if the Trustee then holds money in the Principal Account equal to the amount of Principal becoming due and payable hereunder on the next succeeding Installment Sale Payment Date; and all money on deposit in the Interest Account and the Principal Account shall be used to make and satisfy the 2025 Installment Sale Payments due on each date and such payments shall be deposited by the Trustee to the Interest Account or the Principal Account, as the case may be, as defined in, created under and in accordance with the terms of, the Trust Agreement. (b) Reserve Account Deposit. On or before the 15th day of each month, the City shall, from the Measure A Revenues in the Measure A Receipts Fund, transfer to the Trustee for deposit in the Reserve Account that sum, if any, necessary to restore the Reserve Account to an amount equal to the Reserve Account Requirement, all in accordance with and subject to the terms and conditions of Section 3.03 of the Trust Agreement . All money in the Reserve Account shall be used and withdrawn by the Trustee for the purposes spe cified in Section 3.03(3) of the Trust Agreement. [The City further agrees to pay to the Insurer all amounts owed to it under the Insurance Agreement in connection with any draw on the Reserve Policy, and all related reasonable expenses incurred by the Insurer and shall pay interest thereon from the date of payment by the Insurer at the Late Payment Rate, in each case solely from available Measure A Receipt s and subject to the first pledge of and lien upon the Measure A Receipts for the payment of the Bonds.] [“Late Payment Rate ” means the lesser of (x) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in the City of New York, as its prime or base lending rate (“Prime Rate”) (any change in such Prime Rate to be effective on the date such change is announced by JPMorgan Chase Bank) plus 3%, and (ii) the then applicable highest rate of interest on the Bonds and (y) the maximum rate permissible under applicable usury or similar laws limiting interest rates . The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days . In the event JPMorgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly announced prime or base lending rate of such national bank as the Insurer shall specify. If the interest provisions of this subparagraph shall result in an effective rate of interest which, for any period, exceeds the limit of the usury or any other laws applicable to the indebtedness created herein, then all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied as additional interest for any later periods of time when amounts are outstanding hereunder to the extent that interest otherwise due hereunder for such periods plus such additional interest would not exceed the limit of the usury or such other laws, and any excess shall be applied upon principal immediately upon receipt of such moneys by the Insurer, with the same force and effect as if the City had specifically designated such extra sums to be so applied and the Insurer had agreed to accept such extra payment(s) as additional interest for such later periods . In no event shall any agreed -to or actual exaction as consideration for the indebtedness created herein exceed the limits imposed or 34 13
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provided by the law appl icable to this transaction for the use or detention of money or for forbearance in seeking its collection.]
Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate (collectively, “Policy Costs”) shall commence in th e first month following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw.

Amounts in respect of Policy Costs paid to the Insurer shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to the Insurer on account of principal due, the coverage under the Reserve Policy will be increased by a like amount, subject to the terms of the Reserve Policy.

If the City shall fail to pay any Policy Costs in accordance with the requirements above, the Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provi ded under the Trust Agreement and this Installment Sale Agreement other than (i) acceleration of the maturity of the Bonds or (ii) remedies which would adversely affect owners of the Bonds.
[Neither the Trust Agreement nor this Installment Sale Agreement shall be discharged until all Policy Costs owing to the Insurer shall have been paid in full. The City’s obligation to pay such amounts shall expressly survive payment in full of the Bonds.] (c) Administration Account Deposit. On or before the 15th day preceding each Interest Payment Date, the City shall, from the remaining Measure A Receipts on deposit in the Measure A Receipts Fund, transfer to the Trustee for deposit in the Administration Account a sum equal to the Administration Fee becoming due and payable hereunder on the next Interest Payment Date, and all money on deposit in the Administration Account shall be used to pay the Administration Fee due on such Interest Payment Date, in accordance with the terms of the Trust Agreement.
[If at or as of the end of each Fiscal Year (i) Measure A Receipts remain in the Measure A Receipts Fund after providing (or otherwise reserving) for all deposits required by subsections (a), (b), and (b) above during such Fiscal Year and (ii) the City is not in default hereunder, then any amount remaining on deposit in the Measure A Receipts Fund to the City to be used for any lawful purpose of the City consistent with the Measure A Ordinance.]
[Notwithstanding the foregoing, provided all transfers requ ired by subparagraphs (a), (b) and (c) above have been made, on any Business Day moneys on deposit in the Measure A Receipts Fund in excess of the sum of (i) interest becoming due and payable hereunder on the next succeeding Interest Payment Date (less amounts then held by the Trustee in the Interest Account) and (ii) the Pro Rata Share of Principal (less amounts then held by the Trustee in the Principal Account) may be expended by the City at any time for any purpose permitted by law.]
Section 3.03. Prepayment of 2025 Installment Sale Payments. The City may prepay from any source of available funds as a whole or in part on any date, on or after May 1, 20__, all or any part of the principal amount of the unpaid 2025 Installment Sale Payments becoming due on or after May 1, 20__, in such order of redemption as the City may determine upon written direction to the Authority and the Trustee (or, if the City fails to designate the order of redemption, on a proportionate basis among the 2025 Installment Sale Payments and by lot within an Installment Sale Payment Date), at a prepayment price equal to the principal amount prepaid and Bonds to be redeemed, plus accrued interest to the date of redemption. 35 14
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Before making any prepayment pursuant to this section, the City shall give written notice to the Authority and the Trustee describing such event and specifying the date on which the redemption will be paid and the order thereof, which date shall be not less than thirty (30) days nor more than sixty (60) days from the date such notice is given.

ARTICLE IV

ADDITIONAL CONTRACTS
Section 4.01. Additional Contracts. [So long as the City is not in default hereunder, the City may at any time execute any Contract, the Installment Sale Payments under and pursuant to which, as the case may be, are payable from the Measure A Receipts on a parity with the payment by the City of the 2025 Installment Sale Payments as provided herein; provided, that the audited Measure A Receipt s, plus the Measure A Receipts Coverage Amount, for the Fiscal Year next preceding the date of the adoption by the City Council of the City of the resolution authorizing the execution of such Contract, as evidenced by both a calculation prepared by the City and a special report prepared by an Independent Certified Public Accountant on such calculation on file with the City shall have produced a sum equal to at least 150 % of the Maximum Annual Debt Service on all Contracts outstanding after the execution of such amendment or Contract. [Policy Costs due and owing to the Insurer, and similar costs due and owing to any other provider of a municipal bond insurance policy or debt service reserve insurance policy or surety with respect to all Contracts outstanding and to be outstan ding after the execution of such amendment or Contract, shall be included in the Maximum Annual Debt Service requirement for purposes of the foregoing calculation and the calculation of Maintenance of Revenues in Section 5.04 of this Installment Sale Agreement.] Notwithstanding the foregoing provisions, there shall be no limitations on the ability of the City to execute any Contract at any time to refund any outstanding Contract.

ARTICLE V

REPRESENTATIONS AND COVENANTS OF THE CITY AND THE AUTHORITY Section 5.01. Authority; Compliance with Installment Sale Agreement and Trust Agreement.

The City is a municipal corporation organized and existing under the Constitution of the State of California, with full legal right, power and authority to execute, deliver and perform its obligations under this Installment Sale Agreement, and compliance with the provision hereof will not materially conflict with or constitute a material breach of or default under any applicable provision of law, or any applicable regulation or agreement to which the City is a party or may be subject.

The City will punctually pay the 2025 Installment Sale Payments in strict conformity with the terms hereof, and will faithfully observe and perform all the agreements, conditions, covenants and terms contained herein required to be observed and performed by it, and will not terminate the Installment Sale Agreement for any cause including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of co nsideration, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of California or any political subdivision of either or any failure of the Authority to observe or perform any agreement, condition, covenant or term contained herein required to be observed and performed by it, whether express or implied, or any duty, liability or obligation arising out of or connected herewith or the insolvency, or dee med insolvency, or bankruptcy or liquidation of the Authority or any force majeure, including Acts of God, tempest, storm, earthquake, war, rebellion, riot, civil disorder, acts of public enemies, blockade or embargo, strikes, industrial disputes, lockouts , lack of transportation facilities, fire, explosion, or acts or regulations of governmental authorities. 36 15
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The Authority will faithfully observe and perform all the agreements, conditions, covenants and terms contained in the Trust Agreement required to be observed and performed by it, and it is expressly understood and agreed by and among the parties to the Installment Sale Agreement and the Trust Agreement that each of the agreements, conditions, covenants and terms contained in each such agreement is an essential and material term of the obligation of the City to repay the costs of the acquisition and construction of the Project and the costs and expenses incidental thereto paid by the Authority pursuant to, and in accordance with, and as authorized under law and the Installment Sale Agreement.

Section 5.02. Use of Proceeds of Bonds. The Authority and the City agree that the proceeds of the Bonds deposited in the Acquisition Fund will be used by the City, as agent for the Authority, to pay the costs of the acquisition and construction of the Project and to pay the incidental costs and expenses related thereto as provided herein and in the Trust Agreement.

Section 5.03. Against Encumbrances. The City will pay or cause to be paid when due all sums of mo ney that may become due or purporting to be due for any labor, services, materials, supplies or equipment furnished, or alleged to have been furnished, to or for the City payable from the Measure A Receipts or which may impair the security for the 2025 Installment Sale Payment s and will keep the Measure A Receipts free of any and all liens against any portion of the Measure A Receipts. In the event any such lien attaches to or is filed against any portion of the Measure A Receipts, the City will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that if the City desires to contest any such lien it may do so . If any such lien shall be reduced to final judgment and such judgment or any process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and such stay thereafter expires, the City will forthwith pay or cause to be paid and discharged such judgment . The City will, to the maximum extent permitted by law, indemnify and hold the Authority and the Trustee harmless from, and defend each of them against, any claim, demand, loss, damage, liability or expense (including attorneys ’ fees) as a result of any such lien or claim of lien against any portion of the Measure A Receipts.

The City may pledge, encumber or otherwise secure its obligations with the Measure A Receipts, provided, that except as permitted by Section 4.01 hereof, in all instances any such pledge, lien or security is wholly subordinate and junior to the obligations of the City contained herein.

Section 5.04. Maintenance of Measure A Revenues. The City will use its best efforts to comply with all provisions of law and any regulations issued thereunder relating to the Measure A Revenues, including, but not limited to, the Measure A Ordinance, and Sections 65089.3 and 65089.4 of the California Government Code relating to conformance with the congestion management program relating to the City, and will take any and all re asonable actions required in order to maintain the City’s ability to receive the Measure A Revenues and apply the same as provided herein; provided, that nothing herein shall require the City to take any action or expend any City funds to comply with any such requirements deemed unreasonable in the sole discretion of the City, so long as failure to take such action or expend such funds will not cause the amount of estimated Measure A Revenues to be received by the City in the next Fiscal Year to be less than 150% of the Maximum Annual Debt Service as of the date of calculation.

Section 5.05. Tax Covenants. The City will not directly or indirectly use or permit the use of the proceeds of the obligation provided herein or any other funds of the City or take or omit to take any action which would cause such obligation to be an “arbitrage bond” within the meaning of Section 148 of the Code, or a “federally guaranteed obligation” under Section 149(b) of the Code, or a “private activity bond” as described in Section 141 of the Code . To that end, so long as any 2025 Installment Sale Payment is unpaid, the City will comply with all requirements of such sections of the Code to the extent applicable to the obligation provided herein and with the provisions of the Tax Certificate. Upon calculation by the Rebate Analyst of a Rebate Amount, the City shall, from any source of available funds, immediately transfer 37 16
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an amount of money equal to the Rebate Amount to the Trustee for deposit in the Rebate Fund established pursuant to Section 4.06 of the Trust Agreement.

The Authority and the City will at all times do and perform all acts and things permitted by law which are necessary or desirable in order to assure that the interest on the Bonds will not be included in the gross income of the owners of such bonds for federal income tax purposes under the Code and will take no action that would result in such interest being so included.

Section 5.06. Prompt Acquisition and Construction of the Project . The City will take all necessary and appropriate steps to acquire and construct the Project, as agent of the Authority, with all practicable dispatch and in an expeditious manner and in conformity with law so as to complete t he same as soon as possible.

Section 5.07. Accounting Records and Financial Statements. (a) The City will keep appropriate accounting records in which complete and correct entries shall be made of all transactions relating to the Measure A Receipts and the Project, which records shall be available for inspection by the Authority and the Trustee at reasonable hours and under reasonable conditions.
(b) The City will prepare and file with the Trustee annually within six months after the close of each Fiscal Year or, if not then available, as soon thereafter as possible, audited financial statements of the City for the preceding Fiscal Year.

Section 5.08. Protection of Security and Rights of the Authority and the Trustee . The City will preserve and protect the security hereof and the rights of the Authority and the Trustee to the 2025 Installment Sale Payment s hereunder and will warrant and defend such rights against all claims and demands of all persons.

Section 5.09. Further Assurances. The City will adopt, deliver, execute and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Authority of the rights and benefits provided to it herein.

Section 5.10. Continuing Disclosure. The City hereby covenants and agrees that it will enter into and comply with and carry out all of the provisions of the Continuing Disclosure Certificate.

Notwithstanding any other provision of this Installment Sale Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default hereunder; however, the Trustee shall at the written request of any Participating Underwriter (as defined in the Continuing Disclosure Certificate) or the Owner of at least 25% aggregate principal amount of Outstanding Bonds, or any Owner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to caus e the City to comply with its obligations under this Section. For purposes of this Section, “Beneficial Owner” means any person which has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). [When the Trustee incurs expenses or renders services pursuant to this Section, the Trustee shall be entitled to compensation for such expenses and services rendered.] 38 17
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ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES
Section 6.01. Events of Default and Acceleration of Principal. If one or more of the following “Events of Default” shall happen, that is to say --
(1) if default shall be made in the due and punctual payment of any 2025 Installment Sale Payment when and as the same shall become due and payable; (2) if default shall be made by the City in the performance of any of the agreements or covenants contained herein required to be performed by it, and such default shall have continued for a period of 30 days after the City shall have been given notice in writing of such default by the Authority or the Trustee; or
(3) if the City shall file a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if a court of competent jurisdiction shall approve a petition filed with or without the consent of the City seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if under the provisions of any other law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its property; then and in each and every such case during the continuance of such Event of Default specified in clause (1) above, the Trustee shall, and for any other such Event of Default the Trustee may [(with the prior written consent of the Insurer), by notice in writing to the City and the Insurer], declare the entire principal amount of the unpaid 2025 Installment Sale Payments and the accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything contained herein to the contrary notwithstanding. This subsection is subject to the condition, however, that if at any time after the entire principal amount of the unpaid 2025 Installment Sale Payments and the accrued interest thereon shall have been so declared due and payable and before any judgment or decree for the payment of the money due shall have been obtained or entered the City shall deposit with the Trustee a sum sufficient to pay the unpaid principal amount of the 2025 Installment Sale Payments due and payable prior to such declaration and the accrued interest thereon, with interest on such overdue installments at the rate or rates applicable to such unpaid principal amounts of the 2025 Installment Sale Payments if paid in accordance with their terms, and the reasonable expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of the entire principal amount of the unpaid 2025 Installment Sale Payments an d the accrued interest thereon due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then and in every such case the Trustee, by written notice to the City, may rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon.

Section 6.02. Application of Measure A Receipts Upon Acceleration. All Measure A Receipts upon the date of the declaration of acceleration by the Trustee as provided in Section 6.01 and all Measure A Receipts thereafter received shall be applied in the following order -- First, to the payment of the costs and expenses of the Trustee and the Authority, if any, in carrying out the provisions of this article, including reasonable compensation to its agents, accountants and counsel and including any indemnification expenses;
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Second, to the payment of the interest then due and payable on the entire principal amount of the unpaid 2025 Installment Sale Payments, and, if the amount available shall not be sufficient to pay in full all such interest then due and payable, then to the payment thereof ratably, according to the amounts due thereon without any discrimination or preference;
Third, to the payment of the unpaid principal amount of the 2025 Installment Sale Payments which has become due and payable, whether on the original due date or upon acceleration, with interest on the overdue principal and interest amounts of the unpaid 2025 Installment Sale Payments at the rate or rates of interest then applicable to such 2025 Installment Sale Payments if paid in accordance with their terms, and, if the amount available shall not be sufficient to pay in full all the amounts due with respect to the 2025 Installment Sale Payments on any date, together with such interest, then t o the payment thereof ratably, according to the principal amount due on such date, without any discrimination or preference; and [Fourth, to the payment of amounts due to the Insurer not paid pursuant to Second and Third above.] Section 6.03. Other Remedies. The Trustee shall have the right -- (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the City or any councilmember, officer or employee thereof, and to compel the City or any such councilmember, officer or employee to perform and carry out its or his duties under law and the agreements and covenants required to be performed by it or him contained herein; (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Authority or the Trustee; or
(c) by suit in equity upon the happening of an Event of Default to require the City and its council members, officers and employees to account as the trustee of an express trust.

Section 6.04. Non-Waiver. Nothing in this article or in any other provision hereof shall affect or impair the obligation of the City, which is absolute and unconditional, to pay the 2025 Installment Sale Payments from the Measure A Receipts to the Trustee at the respective due dates or upon prepayment, or shall affect or impair the right of the Trustee, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract embodied herein.

A waiver of any default or breach of duty or contract by the Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this Article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee.

If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned or determined adversely to the Trustee, the Authority and the City and the T rustee shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken.

Section 6.05. Remedies Not Exclusive . No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy 40 19
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conferred by law . The exercise of remedies hereunder shall be subject to the provisions of the Trust Agreement, including Articles VII and IX thereof.

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ARTICLE VII

DISCHARGE OF OBLIGATIONS
Section 7.01. Discharge of Obligations.
(a) If the City shall pay or cause to be paid all the 2025 Installment Sale Payments at the times and in the manner provided herein, [and all amounts owed the Insurer shall have been paid in full ], the right, title and interest of the Authority herein and the obligations of the City hereunder shall thereupon cease, terminate, become void and be completely discharged and satisfied. (b) Any unpaid principal installment of the 2025 Installment Sale Payment s shall on its payment date or date of prepayment be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if the City makes payment of such Installment Sale Payments and the redemption premium, if applicable, in the manner provided herein. (c) All or any portion of unpaid principal installments of the 2025 Installment Sale Payments shall, prior to their payment dates or dates of prepayment, be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if (i) notice is provided by the City to the Trustee as required by the Trust Agreement, (ii) there shall have been deposited with the Trustee either money in an amount which shall be sufficient, or Defeasance Obligations (as that term is defined in the Trust Agreement), the interest on and principal of which when paid will provide money which, together with money, if any, deposited with the Trustee, shall be sufficient, in the opinion of an Independent Certified Public Accountant, to pay when due the interest to become due with respect to the principal installments of such 2025 Installment Sale Payments and the principal installments of such 2025 Installment Sale Payments or such portions thereof on and prior to their paym ent dates or their dates of prepayment, as the case may be, and the redemption premiums, if any, applicable thereto and (iii) an opinion of nationally recognized bond counsel is filed with the Trustee to the effect that the action taken pursuant to this subsection will not cause the interest on the Bonds to be includable in gross income under the Code for federal income tax purposes.
(d) After the payment of all Installment Sale Payments and redemption premiums, if any, as provided in this section, and payment of all fees and expenses of the Trustee, the Trustee, upon request of the City, shall cause an accounting for such period or periods as may be requested by the City to be prepared and filed with t he City and the Authority and shall execute and deliver to the City and the Authority all such instruments as may be necessary or desirable to evidence such total discharge and satisfaction of the Installment Sale Agreement, and the Trustee shall pay over and deliver to the City, as an overpayment of Installment Sale Payments, all such money or investments held by it pursuant hereto other than such money and such investments as are required for the payment or prepayment of the 2025 Installment Sale Payments, which money and investments shall continue to be held uninvested by the Trustee in trust for the payment of the 2025 Installment Sale Payments and shall be applied by the Trustee pursuant to the Trust Agreement.

ARTICLE VIII

MISCELLANEOUS
Section 8.01. Liability of City Limited to Measure A Receipt s. Notwithstanding anything contained herein, the City shall not be required to advance any moneys derived from any source of income other than the Measure A Receipt s for the payment of the 2025 Installment Sale Payments or for the performance of any agreements or covenants required to be performed by it contained herein. 42 21
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The obligation of the City to make the 2025 Installment Sale Payments is a special obligation of the City payable solely from the Measure A Receipts as provided herein, and does not constitute a debt of the City or of the State of California or of any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction.

Section 8.02. Benefits of Installment Sale Agreement. Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the City, [the Insurer] or the Trustee any right, remedy or claim under or pursuant hereto, and any agreement or covenant required herein to be performed by or on behalf of the Authority, the City or the Trustee shall be for the sole and exclusive benefit of the other parties. [The Insurer is a third party beneficiary of this Installment Sale Agreement.] Section 8.03. Successor Is Deemed Included in all References to Predecessor. Whenever either the Authority or the City or the Trustee is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority or the City or the Trustee, and all agreements and covenants required hereby to be performed by or on behalf of the Authority or the City or t he Trustee shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.

Section 8.04. Waiver of Personal Liability. No councilmember, officer or employee of the City shall be individually or personally liable for the payment of the 2025 Installment Sale Payments, but nothing contained herein shall relieve any councilmember, officer or employee of the City from the performance of any official duty provided by any applicable provisions of law or hereby.

Section 8.05. Article and Section Headings, Gender and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof, and words of any gender shall be deemed and construed to include all genders . All references herein to “Articles,” “Sections,” “Exhibits” and other subdivisions or clauses are to the corresponding articles, sections, exhibits, subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith” and other words of similar import refer to the Installment Sale Agreement as a whole and not to any particular article, section, exhibit, subdivision or clause hereof.

Section 8.06. Partial Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the Authority or the City shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof . The Authority and the City hereby declare that they would have executed the Installment Sale Agreement , and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof ir respective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or th e application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 8.07. Assignment. The Installment Sale Agreement and any rights hereunder shall be assigned by the Authority to the Trustee as provided in the Trust Agreement; to which assignment the City hereby expressly acknowledges and consents . [Any other assignment without the consent of the Trustee and the Insurer shall be void.]
Section 8.08. Net Contract. The Installment Sale Agreement shall be deemed and construed to be a net contract, and the City shall pay absolutely net during the term hereof the 2025 Installment Sale Payments and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off whatsoever.
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Section 8.09. California Law. The Installment Sale Agreement shall be construed and governed in accordance with the laws of the State of California.

Section 8.10. Indemnification. The City shall, to the full extent then permitted by law, indemnify, protect, hold harmless, save and keep harmless the Authority and its directors, officers and employees and the Trustee and its directors, officers and employees from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless o f the cause thereof, and expenses in connection therewith, including, without limitation, reasonable counsel fees and expenses, penalties and interest arising out of or as the result of the acquisition, construction, installation and use of the Project and each portion thereof or any accident in connection with the operation, use, condition or possession of the Project or any portion thereof resulting in damage to property or injury to or death to any person including, without limitation, any claim alleging latent and other defects, whether or not discoverable by the City or the Authority; any claim for patent, trademark or copyright infringement; and any claim arising out of strict liability in tort . The indemnification arising under this Section shall con tinue in full force and effect notwithstanding the full payment of all obligations hereunder or the termination hereof for any reason. The City agrees not to withhold or abate any portion of the payments required pursuant hereto by reason of any defects, malfunctions, breakdowns or infirmities of the Project. The City and the Authority mutually agree to promptly give notice to each other of any claim or liability hereby indemnified against following either’s learning thereof.

Section 8.11. Funds. Any fund required to be established and maintained herein by the City may be established and maintained in the accounting records of the City either as an account or a fund, and may, for the purpose of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to any such fund shall at all times be maintained in accordance with sound accounting practice and with due regard for the protection of the security of the Bonds and the rights of the owners of such Bonds.

Section 8.12. Notices. Any written notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication to be given hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the City: City of Goleta
130 Cremona Drive
Goleta, California 93117
Attention: City Manager

If to the Authority: Goleta Facilities Financing Authority c/o City of Goleta
130 Cremona Drive
Goleta, California 93117
Attention: Executive Director
44 23
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If to the Insurer:

Attention:

Re: Policy No.

Policy No.

Telephone:

Telecopier:

In each case in which notice or other communication
refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the
attention of the Deputy General Counsel-Public Finance
and shall be marked to indicate “URGENT MATERIAL
ENCLOSED.”

Section 8.13. Notices to Insurer; Miscellaneous Insurer Provisions. [THE PROVISIONS BELOW ARE EXEMPLARY AS A PLACEHOLDER FOR FINAL TERMS: The Insurer shall be provided with the following information by the City:
(a) Annual audited financial statements within 180 days after the end of the City’s fiscal year (together with a certification of the City that it is not aware of any default or Event of Defaul t under the Installment Sale Agreement or the Trust Agreement), and the City’s annual budget within 30 days after the approval thereof together with such other information, data or reports as the Insurer shall reasonably request from time to time;
(b) Notice of the commencement of any proceeding by or against the City commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”); (c) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal or interest on the Bonds; (d) All reports, notices and correspondence to be delivered to Owners under the terms of this Agreement.
(e) All information furnished pursuant to the Continuing Disclosure Certificate entered into in connection with the Bonds shall also be provided to the Insurer, simultaneously with the furnishing of such information (the provision of which may be by posting with the MSRB).

The Insurer shall have the right to receive such additional information as it may reasonably request.

The City will permit the Insurer to discuss the affairs, finances and accounts of the City or any information the Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the City and will use commercially reasonable efforts to enable the Insurer to have access to the facilities, books and records of the City on any Business Day upon reasonable prior notice.] Section 8.14. Agreement Represents Complete Agreement; Amendments . This Installment Sale Agreement (together with the Trust Agreement) represents the entire contract between the parties .

This Installment Sale Agreement may not be effectively amended, changed, modified, altered or terminated 45 24
4124-4589-4481.3

except by the written agreement of the City and the Authority, given in accordance with the provisions of the Trust Agreement. [Any amendment, supplement, modification to, or waiver of, this Installment Sale Agreement that requires the consent of Owners of the Bonds or adversely affects the rights and interests of the Insurer shall be subject to the prior written consent of the Insurer.] Section 8.15. Effective Date. The Installment Sale Agreement shall become effective upon its execution and delivery, and shall terminate when the Purchase Price shall have been fully paid (or provision for the payment thereof shall have been made pursuant to Article VII).

Section 8.16. Electronic Signature s. Each of the parties hereto agrees that the transaction consisting of this Installment Sale Agreement may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent (i) that, by signing this Installment Sale Agreement using an electronic signature, it is signing, adopting and accepting this Installment Sale Agreement , and (ii) that signing this Installment Sale Agreement using an electronic signature is the legal equivalent of having placed the undersigned officer’s handwritten signature on this Installment Sale Agreement on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Installment Sale Agreement in a usable format.

Section 8.17. Execution in Counterparts. The Installment Sale Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
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4124-4589-4481.3

IN WITNESS WHEREOF , the parties hereto have executed and attested the Installment Sale Agreement by their officers thereunto duly authorized as of the day and year first written above.

CITY OF GOLETA

By:

City Manager
ATTEST

By: ______________________________
City Clerk

GOLETA FACILITIES FINANCING

AUTHORITY

By:

Treasurer
ATTEST

By: ______________________________
Secretary of the Board of Directors

47 A-1

EXHIBIT A

2025 SALE PAYMENTS SCHEDULE
Payment Date*
Interest
Installment
Principal
Installment
Total Installment
Sale Payments
05/01/2025
11/01/2025
05/01/2026
11/01/2026
05/01/2027
11/01/2027
05/01/2028
11/01/2028
05/01/2029
11/01/2029
05/01/2030
11/01/2030
05/01/2031
11/01/2031
05/01/2032
11/01/2032
05/01/2033
11/01/2033
05/01/2034
11/01/2034
05/01/2035
11/01/2035
05/01/2036
11/01/2036
05/01/2037
11/01/2037
05/01/2038
11/01/2038
05/01/2039
11/01/2039
05/01/2040

* Each 2025 Installment Sale Payment shall be payable on and shall be required to be deposited with the Trustee on or before the fifteenth day of the calendar month immediately preceding the respective May 1 and November 1 payment dates as provided in Section 3.02. 48 B-1

EXHIBIT B

DESCRIPTION OF PROJECT
The construction of streets and roadways within the corporate limits of the City of Goleta, which improvements are eligible costs payable from Measure A Receipts including , without limitation, the financing of the design, acquisition, installation, and con struction of certain public capital improvements located in various sites in the City of Goleta, including the Ekwill Street and Fowler Road extension (including the Hollister Avenue Old Town Interim Striping Project), Cathedral Oaks crib wall repair, San Jose Creek bike path, Hollister Avenue Bridge replacement, and Goleta Train Depot and South La Patera Lane improvements, and related street resurfacing and public walkway improvements, as more particularly described below:

1. Ekwill Street and Fowler Road Extensions (CIP Project No. 9002) The Ekwill Street and Fowler Road Extensions Project will construct Ekwill Street across Goleta Old Town from Kellogg Avenue to Fairview Avenue and extend existing South Kellogg Avenue (to be renamed Fowler Road) from its terminus to the existing Technology Drive. The new streets will be two - lane roads and include Class II Bike Lanes and sidewalks/parkways. The project also includes three roundabouts: two at the Hollister Avenue/State Route 217 Interchange and one at the intersection of Pine Avenue and Ekwill Street. The project will improve traffic flow on Hollister Avenue and provide new east/west corridors in Old Town. The work budgeted includes environmental, design, permitting, right-of- way acquisition, and construction of the project.

2. Hollister Avenue Old Town Interim Striping Project (CIP Project No. 9114 — Now a part of Ekwill Street and Fowler Road Extensions - CIP Project No. 9002) The Hollister Avenue Old Town Interim Striping Project will design and construct an interim striping project consisting of implementing the two-lane alternative for Hollister Avenue developed as part of the Hollister Avenue Complete Streets Corridor Project. The project consists of implementing a road diet by changing roadway striping, legends, and signage and adding Class II bike lanes where none currently exist. Other improvements identified in the Complete Streets Corridor Plan, such as sidewalk widening, new medians, landscaping, and other hardscape improvements, would be deferred. The project would follow the standard Project Delivery Process with Conceptual Design, Environmental, Design and Construction. The project includes one vehicle and bike lane in each direction, A non -traversable painted median, back-in angled 90 -minute parking along the north side of the street, parallel 90 -minute parking along the south side of the street, pavement restoration, traffic signal equipment and timing upgrades.

3. Hollister Avenue Bridge Replacement (CIP Project No. 9033) This is the second phase of the San Jose Creek Capacity and Fish -Passage Improvement Project.

The project incl udes the replacement of the Hollister Avenue Bridge over San Jose Creek and extends upstream the San Jose Creek Channel capacity and fish-passage improvements both under and downstream of Hollister Avenue. The new bridge will have a 100-year storm flow capacity.

4. San Jose Creek Bike Path — Northern and Southern Segments (CIP Project No. 9006) The San Jose Creek Bike Path Project as a whole extends approximately three miles alongside San Jose Creek from the California Coast Route path in the south to Cathe dral Oaks Road and the Goleta Crosstown Bicycle Route in the north. The northern portion of the project begins north of Calle Real extending south along San Jose Creek to Armitos Avenue where it connects to the San Jose Creek Middle 49 B-2
4124-4589-4481.3

Extent Project at Armit os Ave. The southern portion of the project then continues south from the Ekwill Street intersection at Kellogg Avenue, crosses over the San Jose Creek channel and continues along SR 217 to cross underneath SR 217 in a culvert/tunnel just north of the SR 2 17 bridge over San Jose Creek. The project lies within both the City and Santa Barbara County and within the California Coastal Zone. Project improvements include: either 8-foot-wide paved with 2 foot graded shoulders or 10-foot wide paved path, bicycle and pedestrian bridge over San Jose Creek channel, tunnel undercrossing at SR 217, retaining walls, concrete barriers, drainage features, crossing improvements, lighting, striping, and ADA accessibility.

5. Cathedral Oaks Crib Wall Repair (CIP Project No. 9053) The Cathedral Oaks Crib Wall Repair Project includes repairing the crib walls and multi -purpose path along the north side of Cathedral Oaks Road, which was damaged during past storm events. A Geotechnical Engineering firm performed a comprehensive and systematic full -scale geotechnical investigation of the two crib walls along the northern side of Cathedral Oaks Road to determine the potential failure mechanisms related to the crib wall design and construction. The work included drilling approximately 23 geotechnical borings ranging between 25 feet to 80 feet below ground surface (equal to twice the height of the retaining wall), performing geophysical crosshole logging and ground penetrating radar (GPR) that was not performed during previous investigations, collecting and analyzing soil sample in the laboratory, and developing and providing recommended structural repair options and cost estimates.

This project will be entering the design phase.

6. Goleta Train Depot and South La Patera Improvements (CIP Project No. 9079) The Goleta Train Depot and South La Patera Improvements include the construction of a new multi- modal train station at the location of the existing Amtrak platform. The new Train Depot will include facilities for ticketing, passenger waiting, dining, meeting rooms, restrooms/showers, and bike storage. The project site is adjacent to the existing AMTRAK platform at the northern end of South La Patera Lane. The project will also include expanded parking, bus facilities, and on-site bicycle and pedestrian improvements. 50 Attachment 3

Form of Trust Agreement
51 OH&S 11/15/24 Draft
4165-7308-9617.2

TRUST AGREEMENT
among

GOLETA FACILITIES FINANCING AUTHORITY,
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
and

CITY OF GOLETA
Dated as of _______ 1, 2025

GOLETA FACILITIES FINANCING AUTHORITY

LOCAL MEASURE A TRANSPORTATION SALES TAX REVENUE BONDS
SERIES 2025

52 TABLE OF CONTENTS

Page

i
4165-7308-9617.2

ARTICLE I DEFINITIONS; EQUAL SECURITY ............................................................................ 2 Section 1.01. Definitions................................................................................................................ 2 Section 1.02. Equal Security ........................................................................................................ 12 ARTICLE II THE BONDS ................................................................................................................ 12 Section 2.01. Preparation and Purpose of Bonds ......................................................................... 12 Section 2.02. Terms of the Bonds ................................................................................................ 12 Section 2.03. Issuance of Bonds .................................................................................................. 13 Section 2.04. Authentication of Bonds ........................................................................................ 14 Section 2.05. Registration Books ................................................................................................. 14 Section 2.06. Transfer and Exchange of Bonds ........................................................................... 14 Section 2.07. Book-Entry System ................................................................................................ 14 Section 2.08. Bonds Mutilated, Lost, Destroyed or Stolen .......................................................... 16 Section 2.09. Temporary Bonds ................................................................................................... 17 Section 2.10. Redemption of Bonds ............................................................................................ 17 Section 2.11. Establishment of Funds and Accounts; Deposit of Proceeds ................................. 20 Section 2.12. ............................................................................................................................... 21 Section 2.13. Validity of Bonds ................................................................................................... 21 ARTICLE III REVENUES .................................................................................................................. 21 Section 3.01. Pledge of Revenues; Assignment ........................................................................... 21 Section 3.02. Receipt and Deposit of Revenues in the Revenue Fund ........................................ 22 Section 3.03. Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund ........................................................................................................ 22 Section 3.04. Deposit and Investments of Money in Accounts and Funds .................................. 24 Section 3.05. Reserve Policy Payment and Reimbursement Provisions ...................................... 25 ARTICLE IV COVENANTS ............................................................................................................... 26 Section 4.01. Compliance with Agreement ................................................................................. 26 Section 4.02. Amendment of Agreement ..................................................................................... 26 Section 4.03. Against Encumbrances ........................................................................................... 26 Section 4.04. Punctual Payment ................................................................................................... 27 Section 4.05. Extension of Payment of Bonds ............................................................................. 27 Section 4.06. Tax Covenants; Rebate Fund ................................................................................. 27 Section 4.07. Accounting Records and Reports ........................................................................... 27 Section 4.08. Observance of Laws and Regulations .................................................................... 28 53 TABLE OF CONTENTS
(continued)
Page

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Section 4.09. Further Assurances ................................................................................................. 28 Section 4.10. Recordation and Filing ........................................................................................... 28 Section 4.11. Acquisition of the Project ...................................................................................... 28 ARTICLE V THE TRUSTEE............................................................................................................. 28 Section 5.01. The Trustee ............................................................................................................ 28 Section 5.02. Liability of Trustee ................................................................................................ 30 ARTICLE VI AMENDMENT OF THE TRUST AGREEMENT ....................................................... 32 Section 6.01. Amendment of the Trust Agreement ..................................................................... 32 Section 6.02. Disqualified Bonds ................................................................................................. 33 Section 6.03. Endorsement or Replacement of Bonds After Amendment ................................... 33 Section 6.04. Amendment by Mutual Consent ............................................................................ 33 Section 6.05. Information to Rating Agency ............................................................................... 33 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF OWNERS ........................................ 33 Section 7.01. Events of Default ................................................................................................... 33 Section 7.02. Application of Funds Upon Acceleration of Agreement ....................................... 34 Section 7.03. Other Remedies of the Trustee ............................................................................... 34 Section 7.04. Non-Waiver ............................................................................................................ 34 Section 7.05. Actions by Trustee as Attorney-in-Fact ................................................................. 34 Section 7.06. Remedies Not Exclusive ........................................................................................ 35 Section 7.07. Limitation on Owners’ Right to Sue ...................................................................... 35 Section 7.08. Limited Liability of the City .................................................................................. 35 Section 7.09. Limited Liability of the Authority ......................................................................... 36 ARTICLE VIII DEFEASANCE ............................................................................................................. 36 Section 8.01. Discharge of Bonds ................................................................................................ 36 Section 8.02. Unclaimed Money .................................................................................................. 37

ARTICLE IX PROVISIONS RELATED TO THE INSURER AND THE INSURANCE POLICY ........................................................................................................................ 37 Section 9.01. General Provisions ................................................................................................. 37 Section 9.02. Claims Upon the Insurance Policy and Payments by and to the Insurer ................ 40 ARTICLE X MISCELLANEOUS...................................................................................................... 41 Section 10.01. Liability of Authority Limited to Revenues ......................................................... 41 Section 10.02. Benefits of the Trust Agreement Limited to Parties ............................................ 42 Section 10.03. Successor Is Deemed Included In All References To Predecessor ...................... 42 54 TABLE OF CONTENTS
(continued)
Page

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Section 10.04. Execution of Documents by Owners ................................................................... 42 Section 10.05. Waiver of Personal Liability; No Liability of Authority Members ..................... 42 Section 10.06. Acquisition of Bonds by Authority ...................................................................... 42 Section 10.07. Destruction of Canceled Bonds ............................................................................ 42 Section 10.08. Content of Certificates; Post-Issuance Legal Opinions ....................................... 42 Section 10.09. Publication for Successive Weeks ....................................................................... 43 Section 10.10. Accounts and Funds; Business Days ................................................................... 43 Section 10.11. Article and Section Headings and References ..................................................... 43 Section 10.12. Partial Invalidity ................................................................................................... 43 Section 10.13. Electronic Signatures ........................................................................................... 44 Section 10.14. Execution in Several Counterparts ....................................................................... 44 Section 10.15. Notices ................................................................................................................. 44 Section 10.16. Governing Law .................................................................................................... 45 EXHIBIT A FORM OF BOND .............................................................................................................. A-1 EXHIBIT B FORM REQUISITION FROM THE ACQUISITION FUND .......................................... B-1

55 4165-7308-9617.2

TRUST AGREEMENT
THIS TRUST AGREEMENT, made and entered into and dated as of _______ 1, 2025 (the “Trust Agreement”) among the GOLETA FACILITIES FINANCING AUTHORITY, a joint powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States of America (the “Trustee”), and the CITY OF GOLETA, a municipal corporation organized and existing under the Constitution of the State of California (the “City”);
W I T N E S S E T H:

WHEREAS, the Authority is a joint exercise of powers authority duly organized and operating pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California; WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California authorizes and empowers the Authority to issue revenue bonds to assist the City in financing projects and programs that the Authority determines are necessary or convenient for the financing of public capital improvements, or any portion thereof, upon a determination that there are significant public benefits from so doing;
WHEREAS, the City has determined as provided in that Installment Sale Agreement, dated as of the date hereof (the “Agreement”), by and between the City and the Authority, that the design, acquisition, installation, and construction of certain public capital improvements located in various sites in the City, including the Ekwill Street and Fowler Road extension (including the Hollister Avenue Old Town interim striping project), Cathedral Oaks crib wall repair, San Jose Creek bike path, Hollister Avenue Bridge replacement, and Goleta Train Depot and South La Patera Lane improvements, and related st reet resurfacing and public walkway improvements (collectively, the “Project”) is necessary and proper for City purposes and uses, and under the terms of applicable law; WHEREAS, the Authority desires to assist the City in financing the Project; WHEREAS, to assist the City with the design, acquisition, installation, and construction of th e Project, the Authority has determined to acquire and construct the Project for, and sell the Project to, the City;
WHEREAS, in order to provide funds to refinance the Project, the Authority desires to issue its Goleta Facilities Financing Authority Local Measure A Transportation Sales Tax Revenue Bonds, Series 2025 (the “Bonds”);
WHEREAS, the Bonds will be payable from and secured by installment payments to be made by the City pursuant to the Agreement;
WHEREAS, in order to provide for the authentication and issuance of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority has authorized the execution and delivery of this Trust Agreement; and
WHEREAS, the Authority and the City have executed a Bond Purchase Agreement, in connection with the sale to Stifel, Nicolaus & Company, Incorporated (the “Purchaser”) of the Bonds; 56 2
4165-7308-9617.2

WHEREAS, the Authority is empowered pursuant to the Agreement and the aforementioned Article 4 to cause the acquisition of the Project (as hereinafter defined) and to finance the Project through the issuance and sale of the Bonds;
WHEREAS, in order to provide for the and issuance of the Bond s (as hereinafter defined), to establish and declare the terms and conditions upon which the Bonds are to be executed, delivered and secured and to secure the payment of the principal of, and interest on, the Bond s, the Authority has authorized the execution and delivery of this Trust Agreement; and WHEREAS, the Bonds and the form of assignment to be endorsed thereon are to be substantially in the form set forth in Exhibit A, with necessary or appropriate variations, omissions and insertions, as permitted or required hereby;
WHEREAS, the Trustee has accepted the trust created by this Trust Agreement and in evidence thereof has joined in the execution hereof; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Trust Agreement and issuance of the Bonds do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Trust Agreement;

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL

AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE

CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:

ARTICLE I

DEFINITIONS; EQUAL SECURITY
Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this section shall for all purposes hereof and of any Supplemental Trust Agreement and of any certificate, opinion, request or other document herein or therein mentioned have the meanings herein specified:
“Acquisition Fund” means the fund by that name established and maintained pursuant to Section 2.11.
“Act” means the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title 1 of the California Government Code, as amended) and all laws amendatory thereof or supplemental thereto. “Administration Fee” means an amount equal to the sum of the Trustee’s fees, the Rebate Analyst Fee and any other similar fee payable in connection with the administration of the Agreement and this Trust Agreement, payable by the City, in accordance with the Agreement, on the 15th day of the month preceding each May 1 on which principal of the Bonds is due and payable. “Administration Account” means the account by that name established and maintained pursuant to Section 3.03.
57 3
4165-7308-9617.2

“Agreement” means the Installment Sale Agreement, dated as of _______ 1, 2025, between the Authority and the City as originally executed and as it may from time to time be amended or supplemented pursuant to the provisions hereof and thereof.
“Authority” means the Goleta Facilities Financing Authority, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California and the Joint Powers Agreement, and its successors and assigns as provided in this Trust Agreement. “Authorized Authority Representative” means any member or director of the Authority and any other person as may be designated and authorized to sign on behalf of the Authority pursuant to a resolution adopted thereby.
“Authorized City Representative” means the Mayor of the City, the Mayor Pro Tem of the City, the City Manager of the City, the Finance Director of the City or the City Clerk, or any other person at the time designated to act on behalf of such City by written certificate furnished to the Trustee, containing the specimen signature of such person and signed on behalf of such City by an Authorized City Representative. “Authorized Denominations” means $5,000 and any integral multiple thereof. “Bonds” means the Goleta Facilities Financing Authority Local Measure A Transportation Sales Tax Revenue Bonds, Series 2025. The term “Serial Bonds” means Bonds for which no sinking fund payments are provided . The term “Term Bonds” means Bonds which are payable on or before their specified payment dates from sinking fund payments established for that purpose and calculated to redeem such Bonds on or before their specified payment dates.
“Business Day” means any day of the year, other than (i) a Saturday, (ii) a Sunday, (iii) a day on which banks located in the city in which either the designated corporate trust office of the Trustee is located is required or authorized by law to be closed or (iv) a day on which the New York Stock Exchange or the payment system of the Federal Reserve System is not operational. “Cash Flow Consultant” means Stifel, Nicolaus & Company, Incorporated or any successor thereto appointed by the Authority.
“Cash Flow Report” means a report prepared by the Cash Flow Consultant identifying Bonds to be redeemed as a result of any redemption pursuant to Section 2.10 hereof . In the case of any optional redemption pursuant to section 2.10(a) hereof, such report shall demonstrate that Revenues expected to be received following such redemption shall be sufficient to pay t he regularly scheduled principal of, and interest on, the Bonds as such amounts become due and payable . In the case of a mandatory redemption pursuant to section 2.10(b) hereof, such report shall identify maturities of Bonds to be redeemed in a manner consistent with Section 7.02 hereof and Section 6.02 of the Agreement relating to the application of Revenues upon acceleration.
“City” means the City of Goleta, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Code” means the Internal Revenue Code of 1986, as amended and the regulations issued thereunder.
“Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated as of the date hereof, executed by the City, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
58 4
4165-7308-9617.2

“Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City or the Auth ority and related to the authorization and issuance of the Bonds, including, but not limited to costs of preparation and reproduction and delivery of documents, filing and recording fees, fees and charges of the Trustee and its counsel, legal fees and char ges, fees and disbursements of consultants and professionals, fees of rating agencies, fees and charges for preparation, execution and safekeeping of the Bonds and any other costs, charges or fees in connection with the original execution, issuance, delivery, marketing and sale of the Bonds.
“Costs of Issuance Fund” means the fund by that name established and maintained pursuant to Section 2.11.
“Defeasance Obligations” means the following: (1) cash, (2) non callable direct obligations of the United States of America (“Treasuries”), (3) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust compan y as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (4) [subject to the prior written consent of the Insurer, pre refunded municipal obligations rated “AAA” and “Aaa” by S&P and Moody’s, respectively, or (5) subject to the prior written consent of the Insurer, securities eligible for “AAA” defeasance under then existing criteria of S&P or any combination thereof, which shall be used to effect defeasance of the Bonds]. “Electronic Means” shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as availabl e for use in connection with its services hereunder.
“Independent Certified Public Accountant” means any certified public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State or a comparable successor, appointed and paid by the City, and who, or each of whom - (1) is in fact independent according to the Statement of Auditing Standards No. 1 and not under the domination of the Authority;
(2) does not have a substantial financial int erest, direct or indirect, in the operations of the City; and
(3) is not connected with the City as a member, officer or employee of the City, but who may be regularly retained to audit the accounting records of and make reports thereon to the City. “Installment Sale Payments” means the periodic payments scheduled to be paid by the City under and pursuant to the Agreement.
[“Insurance Agreement” means the insurance agreement, dated ______ __, 2025, by and among the Authority, the City and the Insurer.]
[“Insurance Policy” means the insurance policy issued by the Insurer guaranteeing the scheduled payment of principal of and interest on the Bonds when due.] [“Insurer” means ___________________________, a New York stock insurance company, or any successor thereto or assignee thereof.]
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“Interest Account” means the account by that name established pursuant to Section 3.03. “Interest Payment Date” means a date on which interest on the Bonds is due and payable, being May 1 and November 1 of each year, commencing May 1, 2025. “Joint Powers Agreement” means the Joint Exercise of Powers Agreement, dated as of November 1, 2024, by and between the City and the California Statewide Communities Development Authority , as originally executed and as it may from time to time be amended or supplemented in accordance with its terms.
“Measure A Ordinance” means Ordinance No. 5, the “Road Repair, Traffic Relief and Transportation Safety Measure for Santa Barbara County,” approved by the Santa Barbara County Local Transportation Authority on June 19, 2008 and approved by at least two -thirds of electors voting on such proposition in the November 4, 2008 election, as supplemented and amended, including the Transportation Investment Plan (the “Investment Plan”), Appendix A and Appendi x B-1 to the Investment Plan, adopted by the Santa Barbara County Local Transportation Authority, as supplemented and amended. “Moody’s” means Moody’s Investor Services, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the City pursuant to the Agreement..
“Office of the Trustee” means the principal corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Authority and the City by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing. “Opinion of Counsel” means a written opinion of counsel of recognized national standing in the field of law relating to municipal obligations, appointed and paid by the City and satisfactory to and approved by the Trustee (who shall be under no liability by reason of such approval). “Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 6.02) all Bonds except
(1) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (2) Bonds paid or deemed to have been paid within the meaning of Section 8.01; and (3) Bonds in lieu of or in substitution for which other Bonds shall have been executed and delivered by the Trustee pursuant hereto.
“Owner” means any person who shall be the registered owner of any Outstanding Bond. “Permitted Investments” means any of the following to the extent then permitted by the general laws of the State of California:
(1) (a) Direct obligations (other th an an obligation subject to —variation in principal repayment) of the United States of America (“United States Treasury Obligations”), (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States o f 60 6
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America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated (collectively “United States Obligations”). These include, but are not necessarily limited to:
-U.S. Treasury obligations
All direct or fully guaranteed obligations
-Farmers Home Administration
Certificates of beneficial ownership
-General Services Administration
Participation certificates
-U.S. Maritime Administration
Guaranteed Title XI financing
-Small Business Administration
Guaranteed participation certificates
Guaranteed pool certificates
-Government National Mortgage Association (GNMA)
GNMA-guaranteed mortgage-backed securities
GNMA-guaranteed participation certificates
-U.S. Department of Housing & Urban Development
Local authority bonds
-Washington Metropolitan Area Transit Authority
Guaranteed transit bonds

(2) Federal Housing Administration debentures.
(3) The listed obligations of government-sponsored agencies which are not backed by the full faith and credit of the United States of America:
-Federal Home Loan Mortgage Corporation (FHLMC)
Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) Senior debt obligations
-Farm Credit Banks (formerly: Federal Land Banks, Federal intermediate Credit Banks and Banks for Cooperatives)
Consolidated systemwide bonds and notes
-Federal Home Loan Banks (FHL Banks)
Consolidated debt obligations
-Federal National Mortgage Association (FNMA)
Senior debt obligations
Mortgage-backed securities (excluded are stripped mortgages securities which are purchased at prices exceeding their principal amounts) -Financing Corporation (FICO)
Debt obligations
-Resolution Funding Corporation (REFCORP)
Debt obligations

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(4) Bank deposit products, unsecured certificates of deposit (including those placed by a third party pursuant to an agreement between the [Authority] and the Trustee), trust funds, trust accounts, overnight banking deposits, interest bearing deposits, interest bearing money market accounts, time deposits, demand deposits, other deposit products, and bankers’ acceptances of depository institutions including the Trustee or any of its affiliates (having maturities of not more than 30 days) or the short-term obligations of which are rated “A-1” or “A-2” without regard to qualifier by a nationally recognized rating agency service.
(5) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC), in banks, including the Trustee and its affiliates, which have capital and surplus of at least $5 million.
(6) Commercial paper (having original maturities of not more than 270 days) rated, at the time of purchase, “A-1” or better by S&P and “Prime-1” by Moody’s. (7) Money market mutual funds having a rating in the highest investment category granted thereby from S&P or Moody’s, including those for which the Trustee or its affiliates receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise, but excluding such funds with a floating net asset value. (8) Repurchase agreements:

With (1) any domestic bank, or domestic branch of a foreign bank or any non -bank financial institution or primary dealer as designated by the Federal Reserve the long term debt of which is rated at least “BBB+” by Standard & Poor’s or M oody’s (including the Trustee or any of its affiliates); or (2) any broker-dealer with “retail customers” or a related affiliate thereof which broker -dealer has, or the parent company (which guarantees the provider) of which has, long-term debt rated at least “BBB+” by Standard & Poor’s or Moody’s, which broker-dealer falls under the jurisdiction of the Securities Investors Protection Corporation; or (3) any other entity rated “BBB+” or better by Standard & Poor’s or Moody’s, provided that:
(a) The collater al shall be securities described in clause 1(a), (b) or (c) of this subsection, and the market value of the collateral is maintained at levels equal to 104% of the amount of cash transferred by the Trustee or the [Authority] to the provider of the repurchase agreement plus accrued interest with the collateral being valued weekly and marked -to-market at current market price plus accrued interest;
(b) The Trustee or a third party acting solely as agent therefor or for the [Authority] (the “Holder of the Collateral”) has possession of the collateral or the collateral has been transferred to the Holder of the Collateral in accordance with applicable state and federal laws (other than by means of entries on the transferor’s books);
(c) The repurchase or reverse repurchase agreement shall state and an opinion of counsel shall be rendered at the time such collateral is delivered that the Holder of the Collateral has a first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collateral is in possession); (d) The repurchase or reverse repurchase agreement shall provide that if during its term the provider’s rating by either Mood y’s or Standard & Poor’s is withdrawn or suspended or falls below “BBB” by Standard & Poor’s or “Baa2” by Moody’s, as appropriate, the provider must, 62 8
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at the direction of Trustee, within 10 days of receipt of such direction, repurchase all collateral and terminate the agreement, with no penalty or premium to the Trustee or the [Authority].

Notwithstanding the above, if a repurchase agreement has a term of 270 days or less (with no evergreen provision), collateral levels need not be as specified in (a) above, so long as such collateral levels are 103% or better and the provider is rated at least “A” by Standard & Poor’s or Moody’s, respectively. (9) State Obligations
(a) Direct general obligations of any state of the United States or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated “A2” by Moody’s and “A” by S&P, or better, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated.
(b) Direct, general short-term obligations of any state agency or subdivision described in (a) above and rated “A-1+” by S&P and “Prime-1” by Moody’s. (c) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state, state agency or subdivision described in (a) above and rated “AA” or better by S&P and “Aa” or better by Moody’s.
(10) Local Agency Investment Fund of the State of California. (11) Investment agreements with a domestic or foreign bank or corporation (other than a life or property casualty insurance company) the long -term debt of which, or, in the case of a guaranteed corporation the long-term debt of the guarantor, or in the case of a monoline financial guaranty insuranc e company the claims paying ability of the guarantor, is rated at least “A+” by S&P and “A1” by Moody’s; provided, that prior written notice of an investment in the investment agreement is provided to S&P and, provided, further, by the terms of the investment agreement:
(a) interest payments are to be made to the Trustee at times and in amounts as necessary to pay debt service on the Bonds;
(b) the invested funds are available for withdrawal without penalty or premium, at any time for purposes identified in this Trust Agreement other than acquisition of alternative investment property upon not more than seven days prior notice (which notice may be amended or withdrawn at any time prior to the specified withdrawal date); provided that the Trust Agreement specifically requires the Trustee or the [Authority] to give notice in accordance with the terms of the investment agreement so as to receive funds thereunder with no penalty or premium paid; (c) the investment agreement shall state that it is the unconditiona l and general obligation of, and is not subordinated to any other obligation of, the provider thereof; (d) a guaranteed rate of interest is to be paid on invested funds and all future deposits, if any, required to be made to restore the amount of such funds to the level specified under the Trust Agreement;
(e) the Trustee and the [Authority] receive the opinion of domestic counsel (which opinion shall be addressed to the Authority and the City) that such investment agreement is legal, 63 9
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valid and binding and enforceable against the provider in accordance with its terms and of foreign counsel (if applicable);
(f) the investment agreement shall provide that if during its term (A) the provider’s or the guarantor’s rating by either Moody’s or S&P is withdrawn or suspended or falls below “A+” or “A1”, respectively, or, with respect to a foreign bank, below the ratings of such provider at the delivery date of the investment agreement, the provider must, at the direction of the [Authority] or the Trustee (acting at the direction of the City) within 10 days of receipt of such direction, either (1) collateralize the investment agreement by delivering or transferring in accordance with applicable state and federal laws (other than by means of entries on the provider’s books) to the Trustee, the [Authority] or a Holder of the Collateral, United States Treasury Obligations which are free and clear of any third-party liens or claims at the Collateral Levels set forth below; or (2) repay the principal of and accrued but unpaid interest on the investment (the choice of (1) or (2) above shall be that of the [Authority] or Trustee (acting at the direction of the City), as appropriate), and (B) the provider’s or the guarantor’s rating by either Moody’s or S&P is withdrawn or suspended or falls below “BBB” or “Baa2,” or, with respect to a foreign bank, below “A+” or “A1” by S&P or Moody’s, as appropriate, the provider must, at the direction of the [Authority] or the Trustee (acting at the direction of the City), within 10 days of receipt of such direction, repay the principal of and accrued but unpaid interest on the investment, in either case with no penalty or premium to the Authority, City or Trustee;
(g) the investment agreement shall state, and an opinion of counsel shall be rendered to the effect, that the Trustee has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securi ties, this means the Trustee is in possession); and
(h) the investment agreement must provide that if during its term (A) the provider shall default in its payment obligations, the provider’s obligation under the investment agreement shall, at the direction of the [Authority] or the Trustee, be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the [Authority] or Trustee, as appropriate, and (B) the provider shall become insolvent, not pay its debts as they become due, be declared or petition to be declared bankrupt, etc. (“event of insolvency”), the provider’s obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the [Authority] or Trustee, as appropriate.
(12) Pre-refunded municipal obligations rated “AAA” by S&P and “Aaa” by Moody’s meeting the following requirements:
(a) the municipal obligations are (1) not subject to redemption prior to maturity or (2) the trustee for the municipal obligatio ns has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions; (b) the municipal obligations are secured by cash or United States Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations;
(c) the principal of and interest on the United States Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations (“Verification”);
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(d) the cash or United States Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations;
(e) no substitution of a United States Treasury Obligation shall be permitted except with another United States Treasury Obligation and upon delivery of a new Verification; and (f) the cash or United States Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent.

The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of or investment in such Permitted Investments. “Principal Account” means the account by that name established and maintained pursuant to Section 3.03.
“Project” has the meaning ascribed to such term in the Agreement. “Project Costs” means all costs of payment of, or reimbursement for, the engineering, design, acquisition, installation, provision and financing of the Project, including but n ot limited to, engineering and installation management costs, administrative costs and capital expenditures relating to financing payments, costs of accounting, feasibility, environmental and other reports, interest during the period of acquisition and installation of the Project, insurance costs, inspection costs, permit fees, filing and recording costs, printing costs, reproduction and binding costs, initial fees and charges of the Authority and the Trustee, escrow fees, financing discounts, legal fees and charges, financial and other professional consultant fees and charges in connection with the foregoing.
“Purchase Agreement” means that certain Purchase Agreement by and between the City and the Purchaser relating to the Agreement and the Bonds.
“Purchaser” means Stifel, Nicolaus & Company, Incorporated as initial purchaser of the Bonds. “Purchase Price” means with respect to any Bond (or portion thereof) the principal amount of such Bond (or portion), plus the applicable premium, if any, payable upon purchase thereof pursuant to the provisions of such Bond and this Trust Agreement.
“Qualified Reserve Instrument” means an insurance policy meeting the requirements of Section

3.03(3).
“Rating Agency” means _____________.
“Rebate Amount” means, for any given period, the amount determined by the Rebate Analyst as required to be rebated or paid as a yield reduction payment to the United States of America with respect to the Bonds.
“Rebate Analyst” means ______________.
“Rebate Analyst Fee” means the fee payable to the Rebate Analyst, payable by the City in accordance with the Agreement.
“Rebate Fund” means the fund by that name established and maintained pursuant to Section 4.06. 65 11
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“Record Date ” means the 15th day of the month next preceding each Interest Payment Date, whether or not such day is a Business Day.
“Redemption Price” means, with respect to any Bond (or portion thereof) the principal amount of such Bond (or portion), plus the applicable premium, if any, payable upon redemption thereof pursuant to the provisions of such Bond and this Trust Agreement.
“Request” or “ Certificate” means with respect to the City an instrument in writing signed on behalf of the City by an Authorized City Representative, and with respect to the Authority me ans an instrument in writing signed on behalf of the Authority by an Authorized Authority Representative or other person at the time designated to act on behalf of the Authority by written certificate furnished to the Trustee. “Reserve Account ” means the account by that name established and maintained pursuant to Section 3.03.
“Reserve Account Requirement” means, as of any date of calculation, [an amount equal to the least of (i) 10% of the initial stated principal amount (within the meaning of Section 148 of the Code) of the 2025 Installment Sale Payments; (ii) 125% of the average annual 2025 Installment Sale Payments, or (iii) the Maximum Annual Debt Service, as defined in the Agreement.] [“Reserve Policy” means the debt service reserve fund insurance policy issued by the Insurer and credited to the Reserve Account. The Reserve Policy is a Qualified Reserve Instrument.] “Revenue Fund” means the fund by that name established and maintained pursuant to Section

3.02. “Revenues” means all Installment Sale Payments and other payments paid by the City and received by the Authority pursuant to the Agreement and all interest or other income from any investment of any money in any fund or account (other than the Rebate Fund) pursuant to Section 3.04. “S&P” means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, a division of The McGraw-Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the City pursu ant to the Agreement.
“Securities Depositories” means: The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax-(516) 227-4039 or 4190; or such other addresses and/or such other securities depositories as the Authority may designate to the Trustee in writing. “State” means the State of California.
“Supplemental Trust Agreement” means any trust agreement then in full force and effect which has been duly executed and delivered by the Authority and the Trustee amendatory hereof or supplemental hereto; but only if and to the extent that such Supplemental Trust Agreement is specifically authorized hereunder.
“Surplus Account” means the account by that name established and maintained pursuant to Section 3.03.
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“Tax Certificate” means the Tax Certificate dated the date of initial delivery of the Bonds and executed and delivered by the Authority and the City.
“Trust Agreement” means this Trust Agreement, dated as of _______ 1, 2025, by and among the Authority, the Trustee and the City, as originally executed and as it may from time to time be amended or supplemented by all Supplemental Trust Agreements executed pursuant to the provisions hereof. “Trustee” means The Bank of New York Mellon Trust Company, N.A. , a national banking association duly organized and existing under and by virtue of the laws of the United States, or any successor thereto appointed pursuant to this Trust Agreement.

Section 1.02. Equal Security. In consideration of the acceptance of the Bonds by the Owners, this Trust Agreement shall be deemed to be and shall constitute a contract among the Trustee, the City, and the Owners to secure the full and final payment of the interest on and principal of the Bonds, subject to the agreements, conditions, covenants and term s contained herein; and all agreements, conditions, covenants and terms contained herein required to be observed or performed by or on behalf of the Trustee shall be for the equal and proportionate benefit, protection and security of all Owners without dis tinction, preference or priority as to benefit, protection or security of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein.

ARTICLE II

THE BONDS
Section 2.01. Preparation and Purpose of Bonds. The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the and issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and that the Authority is now duly authorized, pursuant to each and every requirement of the Act, to issue the Bonds in the form and manner provided herein for the purpose of providing funds to pay for and construct the Project, and that the Bonds shall be entitled to the benefit, protection and security of the provisions hereof . The Authority hereby authorizes the issuance of the Bonds under and subject to the terms of this Trust Agreement, the Act and other applicable laws of the State . The Bonds shall be limited obligations of the Authority and shall be payable solely from the Revenues and the other assets pledged therefor hereunder . The Bonds do not constitute a debt or liability of the City or of the State and neither the faith and credit of the City nor of the State are pledged to the payment of the Bonds.

Section 2.02. Terms of the Bonds. The Bonds shall be designated “Goleta Facilities Financing Authority Local Measure A Transportation Sales Tax Revenue Bonds, Series 2025.” The Bonds shall be dated ______ __, 2025, shall be issued only in fully registered form in denominations of $5,000 or any integral multiple of $5,000 (not exceeding the principal amount of Bonds payable at any one time), and shall be payable on the respective maturity dates in the principal amounts , and bear interest at the rates (based on a 360-day year comprised of twelve 30-day months) as set forth in the following schedule:

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Maturity Date
(May 1) Principal Amount Interest Rate
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
(c) Interest on the Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event interest thereon shall be payable from such Interest Payment Date, (ii) a Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the Closing Date, or (iii) interest on any Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has previously been paid or duly provided for. Interest shall be paid in lawful money of the United States on each Interest Payment Date . Interest shall be paid by check of the Trustee mailed by first -class mail, postage prepaid, on each Interest Payment Date to the Owners of the Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date .

Notwithstanding the foregoing, interest on any Bond which is not punctually paid or duly provided for on any Interest Payment Date shall, if and to the extent that amounts subsequently become available therefor, be paid on a payment date established by the Trustee to the Person in whose name the ownership of such Bond is registered on the Registration Books at the close of business on a special record date to be established by the Trustee for the payment of such defaulted interest, notice of which shall be given to such Owner not less than ten days prior to such special record date. (d) The principal of the Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee.
(e) The Bonds shall be subject to redemption as provided in Section 2.10 hereof. (f) The Bonds shall be in substantially the form set forth in Exhibit A hereto, with appropriate or necessary insertions, omissions and variations as permitted or required hereby.

Section 2.03. Issuance of Bonds. The Bonds shall be executed in the name and on behalf of the Authority with the manual or facsimile signature of the [Executive Director] of the Authority attested by the manual or facsimile signature of the Secretary of the Authority . The Bonds shall then be delivered to the Trustee for authentication by it . In case any of such officers who shall have signed or attested any of the Bonds shall cease to be such officers before the Bonds so signed or attested shall have been authenticated or delivered by the Tru stee, or issued by the Authority, such Bonds may nevertheless be authenticated, 68 14
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delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though those who signed and attested the same had continued to be such officers, and also any Bonds may be signed and attested on behalf of the Authority by such Persons as at the actual date of execution of such Bonds shall be the proper officers of the Authority although at the nominal date of such Bonds any such Person shall not have been such officer of the Authority.

Section 2.04. Authentication of Bonds. Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form forth in Exhibit A hereto, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Trust Agreement, and such certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Trust Agreement.

Section 2.05. Registration Books. The Trustee shall keep or cause to be kept, at the Office of the Trustee, sufficient records for the registration and transfer of ownership of the Bonds, which shall be open to inspection during regular business hours and upon reasonable notice by the Authority; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such records, the ownership of the Bonds.

Section 2.06. Transfer and Exchange of Bonds. (a) Any Bond may be transferred upon the Registration Books by the Person in whose name it is registered, in person or by such Person’s duly authorized attorney, upon surrender of such Bond to the Trustee for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever any Bond or Bonds shall be so surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds of the same maturity in a like aggregate principal amount, in any Authorized Denomination. The Trustee shall require the Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. (b) The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of the same maturity of other Authorized Denominations . The Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.
(c) The Trustee shall not be obligated to make any transfer or exchange of Bonds pursuant to this Section during the period established by the Trustee for the selection of Bonds for redemption, or with respect to any Bonds selected for redemption.
(d) The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045 . The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.07. Book-Entry System. (a) The Bonds shall initially be issued as Book-Entry Bonds, and the Bonds for each maturity date shall be in the form of a separate single fully-registered Bond (which may be typewritten). Upon initial issuance, the ownership of each such Bond shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository.

Payment of principal of, and interest and premium, if any, on, any Book-Entry Bond registered in the name of the Nominee shall be made on the applicable payment date by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to the account of the 69 15
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Nominee. Such payments shall be made to the Nominee at the address which is, on the Record Date, shown for the Nominee in the Registration Books.
(b) With respect to Book -Entry Bonds, the Authority and the Trustee shall have no responsibility or obligation to any Participant or to any Person on behalf of which such a Participant holds an interest in such Book-Entry Bonds. Without limiting the immediately preceding sentence, the Authority and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the record s of the Depository, the Nominee or any Participant with respect to any ownership interest in Book-Entry Bonds, (ii) the delivery to any Participant or any other Person, other than an Owner as shown in the Registration Books, of any notice with respect to Book-Entry Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Bonds of a maturity to be redeemed in the event such Book -Entry Bonds are redeemed in part, (iv) the payment to any Participant or any other Person, other than an Owner as shown in the Registration Books, of any amount with respect to principal of, or premium, if any, or interest on Book-Entry Bonds, or (v) any consent given or other action taken by the Depository as Owner.
(c) The Authority and the Trustee may treat and consider the Person in whose name each Book-Entry Bond is registered in the Registration Books as the absolute Owner of such Book-Entry Bond for the purpose of payment of principal of, and premium, if any, and interest on such Bond, for the purpose of selecting any Bonds, or portions thereof, to be redeemed, for the purpose of giving notices of redemption and other matters with respect to such Book-Entry Bond, for the purpose of registering transfers with respect to such Book-Entry Bond, for the purpose of obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever, and the Authority and the Trustee shall not be affected by any notice to the contrary.
(d) In the event of a redemption of all or a portion of a Book -Entry Bond, the Depository, in its discretion (i) may request the Trustee to authenticate and deliver a new Book -Entry Bond, or (ii) if the Depository is the sole Owner of such Book -Entry Bond, shall make an appropriate notation on the Book - Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book -Entry Bond must be presented to the Trustee prior to payment.
(e) The Trustee shall pay all principal of, and premium, if any, and interest on the Book-Entry Bonds only to or “upon the order of” (as that term is used in the Uniform Commercial Code as adopted in the State) the respective Owner, as shown in the Registration Books, or such Owner’s respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the obligations with respect to payment of principal of, and premium, if any, and interest on the Book-Entry Bonds to the extent of the sum or sums so paid . No Person other than an Owner, as shown in the Registration Books, shall receive an authenticated Book-Entry Bond. Upon delivery by the Depository to the Owners, the Authority and the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Trust Agreement shall refer to such nominee of the Depository. (f) In order to qualify the Book -Entry Bonds for the Depository’s book -entry system, the Authority shall execute and deliver to the Depository a Letter of Representations . The execution and delivery of a Letter of Representations shall not in any way impose upon the Authority or the Trustee any obligation whatsoever with respect to Persons having interests in such Book -Entry Bonds other than the Owners, as shown on the Registration Books. Such Letter of Representations may provide the time, form, content and manner of transmission, of notices to the Depository. In addition to the execution and delivery of a Letter of Representations by the Authority, the Authority and the Trustee shall take such other actions, 70 16
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not inconsistent with this Trust Agreement, as are reasonably necessary to qualify Book -Entry Bonds for the Depository’s book-entry program.
(g) In the event the Authority determines that it is in the best interests of the Beneficial Owners that they be able to obtain certificated Bonds and that such Bonds should therefore be made available, and notifies the Depository and the Trustee of such determination, the Depository will notify the Participants of the availability through the Depository of certific ated Bonds. In such event, the Trustee shall transfer and exchange certificated Bonds as requested by the Depository and any other Owners in appropriate amounts. In the event (i) the Depository determines not to continue to act as securities depository for Book- Entry Bonds, or (ii) the Depository shall no longer so act and gives notice to the Trustee of such determination, then the Authority shall discontinue the Book -Entry system with the Depository . If the Authority determines to replace the Depository with another qualified securities depository, the Authority shall prepare or direct the preparation of a new single, separate, fully -registered Bond for each maturity date of such Book-Entry Bonds, registered in the name of such successor or substitute qu alified securities depository or its nominee. If the Authority fails to identify another qualified securities depository to replace the Depository, then the Book -Entry Bonds shall no longer be restricted to being registered in the Registration Books in th e name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging such Bonds shall designate, in accordance with the provisions of Sections 2.06, 2.08 and 2.09 hereof. Whenever the Depository requests the Authority to do so, the Authority shall cooperate with the Depository in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Book -Entry Bonds to any Participant having Book -Entry Bonds credited to its account with the Depository, and (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Book-Entry Bonds. (h) Notwithstanding any other provision of this Trust Agreement to the contrary, if the Depository is the sole Owner of the Bonds, so long as any Book -Entry Bond is registered in the name of the Nominee, all payments of principal of, and premium, if any, and interest on such Book-Entry Bond and all notices with respect to such Book-Entry Bond shall be made and given, respectively, as provided in the Letter of Representations or as otherwise instructed by the Depository. (i) In connection with any notice or other communication to be provided to Owners pursuant to this Trust Agreement by the Authority or the Trustee, with respect to any consent or other action to be taken by Owners of Book-Entry Bonds, the Trustee shall establish a record date for such consent or other action and give the Depository notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.
(j) In connection with any proposed transfer outside the Book -Entry Only system, the Authority or DTC shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045 . The Trustee may rely on the information provided to it and shall have no responsibili ty to verify or ensure the accuracy of such information.

Section 2.08. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of the same maturity in a like principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated .

Every mutilated Bond so surrendered to the Trustee shall be canceled by it and delivered to, or upon the order of, the Authority. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence and indemnity satisfactory to the Trustee shall be given, the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon 71 17
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authenticate and deliver, a new Bond of the same maturity in a like aggregate principal amount in lieu of and in replacement for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been selected for redemption, instead of issuing a replacement Bond, the Trustee may pay the same without surrender thereof). The Authority may require payment by the Owner of a sum not exceeding the actual cost of preparing each replacement Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the ben efits of this Trust Agreement with all other Bonds secured by this Trust Agreement.

Section 2.09. Temporary Bonds. The Bonds may be issued in temporary form exchangeable for definitive Bonds when ready for delivery . Any temporary Bonds may be printed, lithographed or typewritten, shall be of such Authorized Denominations as may be determined by the Authority, shall be in fully-registered form without coupons and may contain such reference to any of the provisions of this Trust Agreement as may be appropriate . Every temporary Bond shall be executed by the Authority and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds it shall execute and deliver definitive Bonds as promptly thereafter as practicable, and thereupon the temporary Bonds may be surrendered, for cancellation, at the Office of the Trustee and the Trustee shall authenticate and deliver, in exchange for such temporary Bonds, an equal aggregate principal amount of definitive Bonds of such maturities in Authorized Denominations.

Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Trust Agreement as definitive Bonds authenticated and delivered hereunder.

Section 2.10. Redemption of Bonds.
(a) Optional Redemption. The Bonds maturing on or after May 1, 20__, shall be subject to optional redemption prior to maturity, at the option of the Authority upon direction of the City, on or after May 1, 20__ in whole or in part (by lot within any maturity), on any date, at a Redemption Price equal to the principal amount to be redeemed, plus accrued interest to the date fixed for redemption, without premium . The City shall provide notice to the Authority and the Trustee at least forty -five (45) days prior to the redemption date (or such lesser period of time acceptable to the Trustee in its sole discretion) specifying the principal amount to be redeemed. (b) Mandatory Redemption. The Bonds shall be subject to mandatory redemption prior to maturity, in whole or in part (by lot among Bonds with the same maturity in any manner which the Trustee in its sole discretion shall deem appropriate), on any date, from amounts received upon the acceleration of 2025 Installment Sale Payments upon the occurrence of an event of default under the Agreement, at a Redemption Price equal to the principal amount to be redeemed, plus accrued interest to the date fixed for redemption, without premium. (c) Mandatory Sinking Fund Redemption. The Bonds maturing on May 1, 20__, are subject to mandatory redemption on May 1 of each year commencing May 1, 20__, in part, from mandatory sinking fund payments, on each May 1 specified below, at a Redemption Price equal to the principal amount of the Bonds to be redeemed, without premium, plus accrued interest thereon to the date of redemption, in the aggregate respective principal amounts in th e respective years as follows:
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Mandatory Redemption
Date (May 1)
Principal
Amount
20__
20__
20__
20__
20__*
___________
* Maturity date

If some but not all of the Bonds maturing on May 1, 20__ are redeemed pursuant to Section

2.10(a) hereof upon an optional prepayment pursuant to the Agreement applied to the redemption of Bonds maturing on May 1, 20__, or Section 2.10(b), the principal amount of Bonds maturing on May 1, 20__ to be redeemed pursuant to Section 2.10(c) hereof on any subsequent May 1 shall be reduced, by $5,000 or an integral multiple thereof, as designated by the City in a Certificate of the City filed with the Trustee; provided, however, that the aggregate amount of such reductions shall not exceed the aggregate amount of Bonds maturing on May 1, 20__ redeemed pursuant to Section

2.10(a) or Section 2.10(b) hereof.

The Bonds maturing on May 1, 20__, are subject to mandatory redemption on May 1 of each year commencing May 1, 20__, in part, from mandatory sinking fund payments, on each May 1 specified below, at a Redemption Price equal to the principal amount of the Bonds to be redeemed, without premium, plus accrued interest thereon to the date of redemption, in the aggregate respective principal amounts in the respective years as follows:

Mandatory Redemption
Date (May 1)
Principal
Amount
20__
20__
20__
20__
20__*
___________
* Maturity date

If some but not all of the Bonds maturing on May 1, 20__ are redeemed pursuant to Section

2.10(a) hereof upon an optional prepayment pursuant to the Agreement applied to the redemption of Bonds maturing on May 1, 20__, or Section 2.10(b), the principal amount of Bonds maturing on May 1, 20__ to be redeemed pursuant to Section 2.10(c) hereof on any subsequent May 1 shall be reduced, by $5,000 or an integral multiple thereof, as designated by the City in a Certificate of the City filed with the Trustee; provided, however, that the aggregate amount of such reductions shall not exceed the aggregate amount of Bonds maturing on May 1, 20__ redeemed pursuant to Section

2.10(a) or Section 2.10(b) hereof.
(d) Selection of Bonds. Whenever provision is made in this Trust Agreement for the redemption or purchase of less than all of the Bonds or any given portion thereof, the Trustee shall, subject to the following sentence, select the Bonds to be redeemed or purchased, from all Bonds subject to redemption or purchase or such given portion thereof equa l to a multiple of $5,000 or any integral multiple thereof not previously called for redemption or purchase. Upon notice of any redemption pursuant to Section 2.10(a) hereof or receipt of moneys resulting in a redemption 73 19
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pursuant to Section 2.10(b) hereof, the Trustee shall request the Cash Flow Consultant to prepare a Cash Flow Report identifying the principal amount and maturities of the Bonds to be redeemed.

The Trustee shall promptly notify the Authority in writing of any redemption or purchase of Bonds and of the Bonds or portions thereof so selected for redemption or purchase. (e) Purchase in Lieu of Redemption. In lieu of redemption of any Bonds, amounts on deposit in the Revenue Fund or in any sinking account therein may also be used and withdrawn by the Trustee at any time, upon the Request of the Authority, upon direction of the City, for the purchase of such Bonds at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as the Authority, upon direction of the City, may in its discretion determine, bu t not in excess of the principal amount thereof plus accrued interest to the purchase date . The principal amount of any Bonds so purchased by the Trustee in any twelve-month period ending 60 days prior to any principal payment date in any year shall be credited towards and shall reduce the principal amount of such Term Bonds, if any, required to be redeemed on such principal payment date in such year.
(f) Notice or Redemption or Purchase. Notice of redemption or purchase shall be mailed by first-class mail by the Trustee, upon direction of the City, not less than thirty (30) nor more than sixty (60) days prior to the redemption or purchase date, to (i) the respective Owners of any Bonds designated for redemption or purchase at their addresses appearing on the registration books of the Trustee, and (ii) if the Bonds are no longer held by the Depository, to the Securities Depositories and the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access (EMMA) System . Notice of redemption or purchase shall be given by Electronic Means, certified, registered, or overnight mail to the Securities Depositories and the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access (EMMA) System. Each notice of redemption or purchase shall state the date of such notice, the date of initial delivery of the Bond s, the redemption or purchase date, the Redemption Price or Purchase Price, the place or places of redemption or purchase (including the name and appropriate address or addresses of the Trustee), the CUSIP number (if any) of the Bonds of each maturity date or dates, and, if less than all of the Bonds of any such maturity date, the distinctive certificate numbers of the Bonds with such maturity date, to be redeemed or purchased and, in the case of Bonds to be redeemed or purchased in part only, the respective portions of the principal amount thereof to be redeemed or purchased. Each such notice shall also state that on said date there will become due and payable on each of said Bonds the Redemption Price or Purchase Price represented thereby or of said specified portion of the principal amount thereof in the case of a Bond to be redeemed or purchased in part only, together with interest accrued with respect thereto to the redemption or purchase date, and that from and after such redemption or purchase date, interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered at the address or addresses of the Trustee specified in the redemption or purchase notice.

If any of the Bonds are redeemed pursuant to an advance refunding, notice of such advance refunding and redemption or purchase shall be given in the same manner as above provided, a nd also within the same time period with respect to the actual redemption or purchase date.

Notice of redemption or purchase of Bonds shall be given by the Trustee, upon direction of the City, at the expense of the Authority . Conditional notice of optional redemption may be given at the direction of the Authority and shall be given if funds sufficient to redeem the Bonds are not then on deposit with the Trustee. If at the time of mailing of notice, funds are not then on deposit with the Trustee, such notice shall state that it is conditional upon the deposit of the funds 74 20
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not later than the opening of business on the date of redemption or purchase of the Bonds, and such notice shall be of no effect unless such moneys are so deposited.

Failure by the Trustee to give notice pursuant to this Section 2.10(f) to the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access (EMMA) System or Securities Depositories shall not affect the sufficiency of the proceedings for redemption or purchase and the sole remedy available shall be an action by the Owners of the Bonds in mandamus for specific performance or similar remedy to compel performance . Failure by the Trustee to mail notice of redemption or purchase pursuant to this Section 2.10(f) to any one or more of the respective Owners of any Bonds designated for redemption or purchase shall not affect the sufficiency of the proceedings for redemption or purchase with respect to the Owner or Owners to whom such notice was mailed and the sole remedy available shall be an action by the Owners of the Bonds in mandamus for specific performance or similar remedy to compel performance. (g) Partial Redemption or Purchase of Bonds. Upon surrender of any Bond to be redeemed or purchased in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds with the same maturity in Authorized Denominations in an aggregate pri ncipal amount equal to the unredeemed portion of the Bonds surrendered.
(h) Effect of Redemption. Notice of redemption having been duly given as aforesaid, and moneys for payment of the Redemption Price of, together with interest accrued to the redemption date with respect to, the Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Bonds (or portions thereof) so called for redemption shall become due and payable at the Redemption Price specified in such notice and interest accrued thereon to the redemption date, interest on the Bond s so called for redemption shall cease to accrue, said Bonds (or portions thereof) shall cease to be entitled to any benefit or security under this Trust Agreement, and the Owners of said Bonds shall have no rights in respect thereof except to receive payment of said Redemption Price and accrued interest.

All Bonds redeemed pursuant to the provisions of this Section shall be cancelled upon surrender thereof by the Trustee . All Bonds purchased pursuant to the provisions of this Section shall be registered in the name of the Authority and delivered to, or as directed in writing by, the Authority.

Section 2.11. Establishment of Funds and Accounts; Deposit of Proceed s. At any time after the sale of the Bonds, Bonds shall be delivered by to the purchaser thereof upon the Request of the Authority and upon receipt of payment therefor from the purchaser thereof. Upon receipt of payment for the Bonds from the purchaser thereof, the Trustee shall set aside and deposit the proceeds received from such sale in the following respective accounts or funds or with the following respective persons, in the following order of priority:
(a) The Truste e shall credit the Reserve Policy to the Reserve Account within the Revenue Fund established pursuant to Section 3.03 hereof. The initial maximum amount available under the Reserve Policy is equal to the Reserve Account Requirement. (b) The Trustee shall establish and maintain in trust in the name of the Trustee a separate Fund designated the “Costs of Issuance Fund.” The Trustee shall deposit the amount of $______, which is equal to the amount set forth in such Request of the Authority in the Costs of Issuance Fund. The moneys in the Costs of Issuance Fund shall be disbursed, upon the Request of the Authority, to pay Costs of Issuance. Upon the earlier of payment in full of the Costs of Issuance 75 21
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or the making of adequate provision for the payment thereof, evidenced by a Certificate of the Authority to the Trustee, any balance remaining in such Fund shall be transferred to the Acquisition Fund, and pending such transfer and application, the moneys in such Fund may be invested as permitted by Section 3.04 hereof; provided, however, that investment income resulting from any such investment shall be retained in the Costs of Issuance Fund . Any residual earnings received after the transfer referenced above will, as and when convenient, be transferred to the Acquisition Fund.
(c) The Trustee shall establish and maintain in trust in the name of the Trustee a separate Fund designated the “Acquisition Fund.” The Trustee shall deposit the amount of $__________, which is equal to the amount set forth in such Request of the Authority in the Acquisition Fund. Moneys in the Acquisition Fund shall be disbursed to the City pursuant to a Requisition in the form attached hereto as Exhibit B . Such Requisition shall be in the form of a sequentially numbered requisition and shall set forth the name and address of the person or persons to whom said amounts are to be disbursed and state the amounts to be disbursed are for Project Costs properly chargeable to the Acquisition Fund and have not been the subject of a ny previous requisition. Upon delivery to the Trustee of a Request of the City, any Bond proceeds remaining in the Acquisition Fund upon completion of its Project (which completion shall be evidenced by such Request of the City) shall be applied by the Trustee to offset scheduled 2025 Installment Sale Payments required to be paid by the City under the Agreement or in such other manner as may be directed in such Request of the City. Upon the occurrence and continuance of an Event of Default or an event which with notice or lapse of time would constitute an Event of Default, amounts on deposit in the Acquisition Fund shall not be disbursed, but shall instead be applied to the payment of the scheduled principal of and interest on the Bond s as such amounts become due and payable or the Redemption Price of the Bonds.

The Trustee shall fully rely on any such Request or Requisition delivered pursuant to this Section and shall not be required to make any investigation in connection therewith . The Trustee shall be under no duty or obligation to analyze or verify any documentation supporting the payments or reimbursements pursuant to this Section , but shall hold and provide to Owners upon request such documentation supporting the payments or reimbursements, solely as a repository for the benefit of Owners.

Section 2.13. Validity of Bonds. The validity of the Bonds shall not be dependent on or affected in any way by the proceedings taken by the Authority, the City or the Trustee for the financing of the Project or by any contracts made by the Authority or its agents in connection therewith, and shall not be dependent upon the completion of any of the Project or upon the performance by any person, firm or corporatio n of their or its obligation with respect thereto. The recital contained in the Bonds that the same are issued pursuant to this Trust Agreement shall be conclusive evidence of their validity and of the regularity of their issuance and sale, and all Bonds shall be incontestable from and after their delivery.

ARTICLE III

REVENUES
Section 3.01. Pledge of Revenues; Assignment . Subject only to the provisions of this Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth herein, the Authority hereby pledges and grants a lien on the Revenues and a security interest in all righ t, title and interest of any other amounts held by the Trustee in any fund or account established hereunder (other than amounts on deposit in the Acquisition Fund created pursuant to Section 2.11 and the Rebate Fund created pursuant to Section 4.06) whether now or hereafter arising as security for the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of 76 22
4165-7308-9617.2

this Trust Agreement and the Act. Said pledge and grant shall constitute a first lien on such assets and shall be valid and binding from the date hereof for the benefit of the Owners of the Bonds and successors thereto.

This pledge and grant shall secure the payment of such Bonds and shall be effective, binding, and enforceable against the Authority, its successors, creditors and all others irrespective of whether those parties have notice of the pledge or grant and without the need of any physical delivery, recordation, filing, or further act. The pledge and grant is an agreement between the Authority and the Owners of Bonds to provide security for the Bonds in addition to any statutory lien that may exist . The Authority hereby transfers, conveys and assigns to the Trustee, for the benefit of the Owners, all of the Authority’s right, title and interest in and to the Agreement (excepting its right to indemnification thereunder), including the right to receive 2025 Installment Payments from the City. The Trustee hereby accepts said assignment for the benefit of the Owners, subject to the pr ovisions of this Trust Agreement. The Trustee shall be entitled to and shall receive all of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as agent of the Trustee and shall forthwith be paid by the Authority to the Trustee.

Section 3.02. Receipt and Deposit of Revenues in the Revenue Fund. In order to carry out and effectuate the pledge, lien, and security interest described herein , the Authority agrees and co venants that all Revenues when and as received shall be received by the Authority in trust hereunder for the benefit of the Owners and shall be deposited when and as received by the Authority in the Revenue Fund” which fund the Trustee shall establish and maintain in trust in the name of the Trustee a separate fund so long as any Bonds shall be Outstanding under this Trust Agreement. All Revenues shall be accounted for separately and held in trust in the Revenue Fund. All Revenues, whether received by the Authority in trust or deposited with the Trustee as herein provided, shall nevertheless be allocated, applied and disbursed solely for the purposes and uses hereinafter in this Article set forth, and shall be accounted for separately and apart from all other accounts, funds, money or other resources of the Authority, and the Authority shall have no beneficial right or interest in any of the Revenues except only as herein provided.

Section 3.03. Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund. Subject to Section 4.06, all money in the Revenue Fund shall be set aside by the Trustee in the following respective special accounts within the Revenue Fund in the following order of priority:
(1) Interest Account;
(2) Principal Account;
(3) Reserve Account;
(4) Administration Account; and
(5) Surplus Account.

All money in each of such funds and accounts shall be held in trust by the Trustee and shall be applied, used and withdrawn only for the purposes hereinafter authorized in this section. (1) Interest Account. On or before the Business Day immediately preceding each Interest Payment Date, the Trustee shall set aside from amounts deposited by the City in the Revenue Fund and deposit in the Interest Account that amount of money which is equal to the amount of interest becoming due and payable with respect to the Agreement on the next succeeding Interest Payment Date . No such deposit need be made if the amount contained in the Interest Account is at least equal to the aggregate amount of interest becoming due and payable in connection with the Agreement on such Interest Payment Date. All money in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose 77 23
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of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to the payment dates thereof). (2) Principal Account. On or before the Business Day immediately preceding each May 1 on which principal of the Bonds is due and payable the Trustee shall set aside from amounts deposited by the City in the Revenue Fund and deposit in the Principal Account an amount of money equal to the amount of principal becoming due and payable on the next succeeding principal payment date. No such deposit need be made if the amount contained in the Principal Account is at least equal to the aggregate amount of principal becoming due and payable on such principal payment date. All money in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds as it shall become due and payable, whether on their respective principal payment or redemption dates, except that any money in any sinking fund account shall be used and withdrawn by the Trustee only to purchase or to redeem or to pay Term Bonds for which such sinking fund account was created. (3) Reserve Account. The Trustee shall set aside from amounts deposited in the Revenue Fund and deposit in the Reserve Account that amount of money (or other authorized deposit of security) which shall be required to maintain the Reserve Account in the full amount of the Reserve Account Requirement.

No deposit need be made in the Reserve Account so long as there shall be on deposit therein a sum equal to the Reserve Account Requirement. All money in the Reserve Account (including all amounts which may be obtained from any insurance policy on deposit in the Reserve Account) shall be used and withdrawn by the Trustee solely for the purpose of replenishing the Interest Account or the Principal Account, in that order, in the event of any deficiency at any time in either of such Funds, but solely for the purpose of paying the interest or principal payable in connect ion with the Agreement, except that any cash amounts in the Reserve Account in excess of the amount required to be on deposit therein shall be withdrawn from the Reserve Account on each Interest Payment Date and deposited in the Interest Account.

In lieu o f making a Reserve Account Requirement deposit or in replacement of moneys then on deposit in the Reserve Account (which shall be transferred by the Trustee to the City upon delivery of an insurance policy satisfying the requirements stated below), the Cit y may also deliver to the Trustee an insurance policy (a “Qualified Reserve Instrument”) securing an amount, together with moneys or Permitted Investments on deposit in the Reserve Account, no less than the Reserve Account Requirement, issued by an insuran ce company licensed to issue insurance policies guaranteeing the timely payment of the principal of and interest on the Bonds and whose unsecured debt obligations (or for which obligations secured by such insurance company’s insurance policies) are rated i n one of the two highest rating categories (without respect to any modifier) of the Rating Agency . Notwithstanding anything to the contrary set forth in this Trust Agreement, amounts on deposit in the Reserve Account shall be applied solely to the payment of debt service due on the Bonds.

If and to the extent that the Reserve Account has been funded with a combination of cash (or Permitted Investments) and a Qualified Reserve Instrument, then all such cash (or Permitted Investments) shall be completely used before any demand is made on such Qualified Reserve Instrument, and replenishment of the Qualified Reserve Instrument shall be made prior to any replenishment of any cash (or Permitted Investments) . If the Reserve Account is funded, in whole or in part, with more than one Qualified Reserve Instrument, then any draws made against such Qualified Reserve Instrument shall be made pro rata. The prior written consent of the Insurer shall be a condition precedent to the deposit of any credit instrument provided in lieu of a cash deposit into the Reserve Account, if any. Amounts on deposit in the Reserve Account shall be applied solely to the payment of debt service due on the Bonds. [The Reserve Policy has been credited to the Reserve Account, and the Trustee shall make claims under the Reserve Policy in accordance with the terms of the Reserve Policy and the Insurance Agreement.

The Reserve Policy is a Qualified Reserve Instrument.]
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Neither the City nor the Authority will have any obligation to replace the Reserve Policy or other Qualified Reserve Instrument or to fund the Reserve Account with cash if, at any time that the Bonds are Outstanding, any rating assigned to the Insurer is downgraded, suspended or withdrawn or amounts are not available under the Reserve Policy or other Qualified Reserve Instrument, other than in connection with a draw on the Reserve Policy or other Qualified Reserve Instrument. (4) Administration Account. On or before the Business Day immediately preceding each May 1 on which principal of the Bonds is due and payable , the Trustee shall set aside from amounts deposited in the Revenue Fund and deposit in the Administration Account an amount equal to the Administration Fee.

All money in the Administration Account shall be used and withdrawn by the Trustee solely for the purpose of paying the fees of the Trustee and the Rebate Analyst, payable with respect to the Agreement, except that any cash amounts in the Administration Account in excess of the amount required to be on deposit therein shall be withdrawn from the Administration Account on each Interest Payment Date and deposited in the Interest Account.
(5) Surplus Account. On the Business Day immediately following each Interest Payment Date the Trustee shall deposit in the Surplus Account all money remaining in the Revenue Fund after the deposits required by Section 4.06 and by paragraphs (1), (2), (3) and (4) of this sectio n have been made. On June 30 of each year, beginning on June 30, 2025, the Trustee shall disburse the money in the Surplus Account to the City to the extent the deposit of moneys, together with investment earnings thereon, if any, exceeded the deposits required by paragraphs (1), (2), (3) and (4) of this section.

Section 3.04. Deposit and Investments of Money in Accounts and Funds . Subject to Section

4.06, all money held by the Trustee in any of the accounts or funds established pursuant hereto shall be invested and reinvested in Permitted Investments at the Request of the City received not less than two (2) Business Days prior to the date of making such investment . The Trustee may conclusively rely upon the Authority’s Request as to both suitability and legality of the directed investment and the Trustee shall have no duty or obligation to determine the legality of any investments. The Trustee shall be entitled to assume that any investment which at the time of purchase is a Permitted Investment remains a Permitted Investment thereafter, absent actual receipt of written notice to the contrary. The Trustee shall notify the City no less than two (2) Business Days prior to the date moneys held hereunder will be available for investment, requesting that the City deliver to the Trustee a Request of the City specifying the Permitted Investments to be acquired by the Trustee with such moneys. All money held in the Reserve Account shall be invested and reinvested in Permitted Investments with a term to maturity not excee ding five years or on the final maturity date of the Bonds, whichever date is earlier; provided, however, that if an obligation may be redeemed at par on the Business Day prior to each Interest Payment Date during which such obligation is outstanding, such obligation may have any maturity. If no such Request of the City is received, the Trustee shall hold such moneys uninvested. All such Permitted Investments shall be valued by the Trustee not less frequently than semi -annually on each Interest Payment Date at the lower of the cost or market value thereof. Subject to Section 4.06, all interest or profits received prior to the completion of the Project (as certified in writing by the Authorized City Representative) on any money so invested shall be deposited in the Acquisition Fund, and all interest or profits received subsequent thereto on any money so invested shall be deposited in the Interest Account. The Trustee may act as a principal or agent in making or disposing of any investment, and all investments may be made through the Trustee’s investment department or that of its affiliates or subsidiaries, and may charge its ordinary and customar y fees for such trades, including maintenance fees. The Trustee or its affiliates may act as sponsor, agent manager or depository with regard to any Permitted Investment . The Trustee shall not incur any liability for losses arising from any investments made pursuant to this Section. The Trustee shall sell in a commercially reasonably manner, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursemen t from the fund or account to which such investment security is credited and the Trustee shall not be liable for the selection of investments or 79 25
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responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Authority to provide timely written investment Request. Ratings of Permitted Investments shall be determined at the time of purchase of such Permitted Investments and without regarding to ratings subcategories.

Although the Authority recognizes that it may obtain a broker confirmation or written statement containing comparable i nformation at no additional cost, the Authority agrees that confirmations of permitted investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered and that no statement need be rendered for any fund or account if no activity occurred in such fund or account during such month
Section 3.05. Reserve Policy Payment and Reimbursement Provisions. [THE PROVISIONS BELOW ARE EXEMPLARY AS A PLACEHOLDER FOR FINAL TERMS: T he following provisions shall govern in the event of a conflict with any contrary provision of this Trust Agreement. (a) The City shall repay any draws under the Reserve Policy and pay all related reasonable expenses incurred by the Insurer in accordance with this Section 3.05 and [its Agreement and Insurance Agreement]. Interest shall accrue and be payable on such draws and expenses from the date of payment by the Insurer at the Late Payment Rate . “Late Payment Rate” means the lesser of (A) the greater of (i ) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in the City of New York, as its prime or base lending rate (“Prime Rate”) (any change in such Prime Rate to be effective on the date such changes are announced by JPMorgan Chase Bank) plus 3%, and (ii) the then applicable highest rate of interest on the Bonds , and (B) the maximum rate permissible under applicable usury or similar laws limiting interest rates . The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days . In the event JPMorgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly announced prime or base lending rate of such bank, banking association or trust company bank as the Insurer in its sole and absolute discretion shall specify.

Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate (collectively, the “ Policy Costs”) shall commence in the f irst month following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw.

As to the Reserve Account, amounts in respect of Policy Costs paid to the Insurer shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to the Insurer on account of principal due, the coverage under the Reserve Policy will be increased by a like amount, subject to the terms of the Reserve Policy.

All cash and investments in the Reserve Account shall be transferred to the Interest Account and the Principal Account, as applicable, for payment of the debt service on the Bonds before any drawing may be made on the Reserve Policy or any other Qualified Reserve Instrument in lieu of cash.

As to the Reserve Account, payment of any Policy Cost shall be made prior to replenishment of any cash amounts. Draws on all Qualified Reserve Instruments (including the Reserve Policy) on which there is available coverage shall be made on a pro rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Account established for the Bonds. Payment of Policy Costs and reimbursement of amounts with respect to other Qualified Reserve Instruments shall be made on a pro rata basis prior to replenishment of any cash drawn from the Reserve Account. For the avoidance of doubt, “available coverage” means the coverage then available for 80 26
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disbursement pursuant to the terms of the applicable alternative credit instrument without regard to the legal or financial ability or willingness of the provider of such instrument to honor a claim or draw thereon or the failure of such provider to honor any such claim or draw. (b) Draws under the Reserve Policy may only be used to make payments on Bonds. (c) If the City shall fail to pay Policy Costs in accordance with the requirements of paragraph (a) above, the Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under this Trust Agreement , and the Agreement and the Insurance Agreement other than (i) acceleration of the maturity of the Bonds, or (ii) remedies which would adversely affect owners of the Bonds.
(d) [This Trust Agreement and the Agreement shall not be discharged until all Policy Costs owing to the Insurer shall have been paid in full . The City’s obligation to pay such amount, if any, shall expressly survive payment in full of the Bonds.]
(e) [The Trustee shall ascertain the necessity for a claim upon the Reserve Policy in accordance with the provisions of paragraph (a) hereof and provide notice to the Insurer at least three Business Days prior to each date upon which interest or principal is due on the Bonds.] (f) [The Reserve Policy shall expire on the earlier of the date the Bonds are no longer outstanding and the final maturity date of the Bonds.]

ARTICLE IV

COVENANTS
Section 4.01. Compliance with Agreement. The Authority shall not do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would or might be a ground for cancellation or termination of the Agreement by the City.

Section 4.02. Amendment of Agreement. The City and the Authority will not amend or permit the amendment of the Agreement without (a)[(1) a determination that such amendment does not materially adversely affect the interest of the Owners or the Insurer or (2) the written consents of [the Insurer and] the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, and (b) an Opinion of Counsel to the effect that such amendment is authorized and permitted by this Trust Agreement , is enforceable against the Authority and will not cause interest to be included in gross income for federal income tax purposes; provided that no such supplement, amendment, modification or termination shall reduce the amount of 2025 Installment Sale Payments to be made to the Authority or the Trustee by the City pursuant to the Agreement, or extend the time for making such payments, or permit the creation of any lien prior to or on a parity with the lien created by the Agreement on Revenues (except as expressly provided in the Agreement), in each case without the written consent of all of the Owners of the Bonds then Outstanding.

Section 4.03. Against Encumbrances. The Authority will not make any pledge of or place any charge or lien upon the Re venues except as provided herein, and will not issue any bonds, notes or obligations payable from the Revenues or secured by a pledge of or charge or lien upon the Revenues except the Bonds. The Authority shall at all times, to the extent permitted by law , defend, preserve and protect said pledge of such assets, and the lien thereon and security interest therein created hereby, against all claims and demands of all Persons whomsoever.
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Section 4.04. Punctual Payment. The Authority shall punctually pay or cause to be paid the principal, premium, if any, and interest to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Trust Agreement, according to the true intent and meaning thereof, but only out of Authority Revenues and other assets pledged for such payment as provided in this Trust Agreement and received by the Authority or the Trustee..

Section 4.05. Extension of Payment of Bonds . The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any s uch claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Trust Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the Authority to issue Bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the Bonds.

Section 4.06. Tax Covenants; Rebate Fund.
(a) In addition to the accounts created pursuant to Section 3.03, the Trustee shall establish and maintain in trust in the name of the Trustee a separate fund designated as the “Rebate Fund.” There shall be deposited in the Rebate Fund such amounts, including the Rebate Amount, as are required to be deposited therein pursuant to the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate), for payment to the United States of America. Notwithstanding the provisions of Sections 3.01,

3.02, 3.04, 7.02 and 10.01 relating to the pledge, lien, and security interest described herein, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 4.06 and by the Tax Certificate (which is incorporated herein by reference) . The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority and the City with the terms of the Tax Certificate. (b) Any funds remaining in the Rebate Fund after redemption and payment of all of the Bonds or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees to the Trustee and satisfaction of the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn by the Trustee and remitted to or upon the written direction of the Authority.

Section 4.07. Accounting Records and Reports. The Trustee shall keep proper books of record and account in accordance with industry standards in which complete and correct entries shall be made of all transactions made by the Trustee relating to the receipt, investment, disbursement, allocation and application of all funds received by the Trustee hereunder. Such records shall specify the account or fund to which each investment (or portion thereof) held by the Trustee is to be allocated and shall set forth, in the case of each investment: (a) its purchase price; (b) identifying information, including par amount, coupon rate, and payment dates; (c) the amount received at maturity or its sale price, as the case may be; (d) the amounts and dates of any payments made with respect thereto; and ( e) such documentation as is required to be obtained as evidence to establish that all investments have been purchased in arms’ length transactions with no amounts paid to reduce the yield on the investments.

Such records shall be open to inspection by the Authority and the City at any reasonable time during regular business hours on reasonable notice (including, without limitation, reasonable prior written notice of inspection).
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Section 4.08. Observance of Laws and Regulations . The City will faithfully observe and perform all lawful and valid obligations or regulations now or hereafter imposed on it by contract, or prescribed by any state or national law, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or privilege now owned or hereafter acquired by it, including its right to exist and carry on its businesses, to the end that such observance or performance is material to the transactions contemplated hereby.

Section 4.09. Further Assurances. Whenever and so often as reasonably requested to do so by the Trustee or any Owner, the City will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments, and promptly d o or cause to be done all such other and further things as may be necessary or reasonably required in order to further and more fully vest in the Trustee and the Owners all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon them hereby.

Section 4.10. Recordation and Filing . The City will file, record, register, renew, refile and rerecord all such documents, including financing statements (or continuation statements in connection therewith), as may be required by law in order to maintain at all times a security interest in the Agreement under and pursuant to this Trust Agreement, all in such manner, at such times and in such places as may be required in order to fully perfect, preserve and protect the benefit, protection and security of the Owners [and the Insurer], and the rights of the Trustee hereunder, and the City will do wh atever else may be necessary or be reasonably required in order to perfect and continue the Authority’s right, title and interest in and to, the Agreement (excepting its right to indemnification thereunder), including the right to receive 2025 Installment Sale Payments from the City as provided herein.

Section 4.11. Acquisition of the Project . Subject to and as provided in the Agreement, the Authority will cause to be acquired and constructed the Project with all practicable dispatch and such acquisition will be made in an expeditious manner and in conformity with the law so as to complete the same as soon as possible.

ARTICLE V

THE TRUSTEE
Section 5.01. The Trustee. The Bank of New York Mellon Trust Company, N.A. shall serve as the Trustee for the Bonds for the purpose of receiving all money which the Authority and the City are required to deposit with the Trustee hereunder and for the purpose of allocating, applying and using such money as provided herein and for the purpose of paying the principal of, premium, if any, and interest on the Bond s presented for payment in Los Angeles , California, with the rights and obligations provided herein. The Authority agrees that it will at all times maintain a Trustee having a designated office in San Francisco or Los Angeles, California.

The Authority may at any time, unless there exists any event of default as defined in Section 7.01, remove the Trustee initially appointed and any successor thereto , upon 30 days written notice, and may appoint a successor or succ essors thereto by an instrument in writing; provided that any such successor shall (i) be a bank or trust company doing business and having a principal office in San Francisco or Los Angeles, California, (ii) have (or in the case of a bank or trust company which is part of a bank holding company system, the related bank holding company shall have) a combined capital (exclusive of borrowed capital) and surplus of at least seventy-five million dollars ($75,000,000) and (iii) be subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this section the combined capital and surplus of such bank or trust 83 29
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company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving written notice of such resignation to the Authority and by mailing to the Owners notice of such resignation . Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing . Any removal or resignation of a Trustee a nd appointment of a successor Trustee shall become effective only upon the acceptance of appointment by the successor Trustee. If, within thirty (30) days after notice of the removal or resignation of the Trustee no successor Trustee shall have been appoi nted and shall have accepted such appointment, the removed or resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, at the expense of the Authority, which court may thereupon, after such notice, if a ny, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having the qualifications required hereby.

Any bank, corporation or association into which the Trustee may be merged or converted or with which it may be con solidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any bank, corporation or association succeeding to all or substantially all of the corporate trust business of the Trustee shall be the successor of Trustee hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

The Trustee is hereby authorized to redeem the Bonds when duly presented for payment on their respective maturity dates or on prior redemption. The Trustee shall cancel all Bonds upon payment thereof or upon the surrender thereof by the Authority and shall destroy such Bonds it has received in accordance with its retention policy then in effect . The Trustee shall keep accurate records of all Bonds paid and discharged and canceled by it.

The Authority, solely from amounts held in the Costs of Issuance Fund or paid by the City specifically for such purpose, shall from time to time, subject to any agreement between the Authority and the Trustee then in force, pay to the Trustee compensation for its services, reimburse the Trustee for all its advances and expenditures including but not limited to advances to and fees and expenses of independent accountants and in-house and other counsel or other experts employed by it and reasonably required in the exercise and performance of its rights and obligations hereunder, and, to the extent permitted by law, indemnify and hold the Trustee and its officers, directors, employees and agents harmless against any claim, loss, liability, damages, exp enses (including legal fees and expenses) or advances , arising out of or in connection with the acceptance or administration of the trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Authority, or any holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own gross negligence or willful misconduct. If the Trustee renders any service hereunder not provided for in this Trust Agreement or related financing documents, or the Trustee is made a party to or intervenes in any liti gation pertaining to this Trust Agreement or related financing documents or institutes interpleader proceedings relative hereto, the Trustee shall be compensated reasonably by the Authority for such extraordinary services and reimbursed for any and all cla ims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees and expenses occasioned thereby. The obligations of the Authority under this paragraph to compensate, indemnify, reimburse and hold the Trustee harmless shall constitute additional indebtedness hereunder, and such indebtedness shall have priority over the Bonds in respect of all property and funds held or collected by the Trustee as such, except funds held in trust by the Truste e for the benefit of the Owners of particular Bonds, including, without limitation, funds held by the Trustee in trust to redeem all or a portion of Outstanding Bonds prior to their respective maturity dates for which a notice of redemption has been sent as provided herein.
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Section 5.02. Liability of Trustee. The recitals of facts, agreements and covenants herein and in the Bonds shall be taken as recitals of facts, agreements and covenants of the Authority, and the Trustee assumes no responsibility for the use of any proceeds of the Bonds, the correctness of the same, the collection of the Revenues or makes any representation as to the sufficiency or validity hereof, of the Bonds or any security therefor or any offering material distributed in connection with the Bonds and shall not incur any responsibility in respect thereof other than in connection with the rights or obligation s assigned to or imposed upon it herein, in the Bonds or in law or equity. The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence, willful misconduct or breach of fiduciary duty.

The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and such Bond is registered in such person’s name.

Whenever the Trustee shall deem it necessary or desirable that a fac tual or legal matter be established or proved prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a certificate conforming to the requirements herein or an opinion of counsel, which certificate or opinion shall be full and complete authorization and protection to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such additional evidence as it may deem reasonable.

In accepting the trust hereby created, the Tr ustee acts solely as Trustee for the Owners and not in its individual capacity and all persons, including without limitation the Owners, the Authority and the City, having any claim against the Trustee arising from this Trust Agreement not attributable to the Trustee’s negligence or willful misconduct shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein . The duties and obligations of the Trustee shall be determined solely by the express provisions of this Trust Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Trust Agreement, and no implied covenants or obligations (fiduciary or otherwise) shall be read into this Trust Agreement against the Trustee. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed . The Trustee shall not be liable with respect to any action taken or not taken hereunder in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding. The Trustee shall, during the existence of any event of default (which has not been cured), exercise such of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise of use under the circumstances in the conduct of its own affairs. The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct . The immunities and exception s from liability of the Trustee shall extend to its officers, directors, employees and agents and such immunities and exceptions and its right to payment of its fees and expenses shall survive its resignation or removal and the final payment and defeasance of the Bonds. Under no circumstances shall the Trustee be liable in its individual capacity for the Bonds. The Trustee, in its individual or any other capacity, may become the Owner of any Bonds or other obligations of any party hereto with the same rig hts which it would have if not the Trustee. At any and all reasonable times, the Trustee, and its agents shall have the right to fully inspect the Project, including all books, papers and records of the City pertaining to the Project and the Bonds, and to take such memoranda therefrom and with regard thereto and make photocopies thereof as may be desired. The Trustee shall not be required to give any bond or surety in respect of the execution of said trusts and powers or otherwise in respect of the premises. Before taking or refraining from any action 85 31
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hereunder at the request or direction of the Owners, the Trustee may require that an indemnity bond satisfactory to the Trustee be furnished to it and be in full force and effect.

None of the provisions contained herein or in the Agreement shall require the Trustee to expend or risk its own funds or continue to do so or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers , and the Trustee may refuse to perform any duty or exercise any right or power, if it shall reasonably believe that repayment of such funds or adequate indemnity against such risk or liability is not assured to it. The Trustee may conclusively rely and shall be protected in acting or failing to act upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it t o be genuine and to have been signed or presented by the proper party or parties . In acting or omitting to act pursuant to any other applicable agreements to which the Trustee is a party, or any other documents executed in connection herewith, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Trust Agreement. The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder except failure by the City to make any payment of principal or interest under the Agreement when due, unless the Trustee shall be specifically notified in writing at its corporate trust office of such default by the Owners of not less than 25% of the aggregate principal amount of Bonds then Outstanding . Notwithstanding any other provision hereof, the Trustee shall have the right, but shall not be required, to dem and any showings, certificates, opinions, appraisals or other information, or official action or evidence thereof, required as a condition of such action deemed by the Trustee to be desirable for the purpose of establishing the rights of the Trustee with respect to the authentication of any Bonds, the withdrawal of any cash, the release of any property or the taking of any other action by the Trustee . When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

The Trustee shall have the right to ac cept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Trust Agreement and related financing documents and delivered using Electronic Means; provided, however, that the Authority and/or the City, as ap plicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority and/or the City, as applicable, whenever a person is to be added or deleted from the listing. If the Authority and/or the City, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s reasonable understanding of such Instructions shall be deemed controlling. The Authority and the City understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions by Electronic Means and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer (bearing such officer’s signature) listed on the incumbency certificate provided to the Trustee h ave been sent by such Authorized Officer . The Authority and the City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority, the City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority and/or the City, as applicable . The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reasonable reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority and the City agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions by Electronic Means , and th e risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of 86 32
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transmitting Instructions than the method(s) selected by the Authority and/or the City, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions by Electronic Means provide to it a commercially reasonable d egree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.

ARTICLE VI

AMENDMENT OF THE TRUST AGREEMENT
Section 6.01. Amendment of the Trust Agreement. This Trust Agreement and the rights and obligations of the Authority, the City, the Trustee and the Owners may be amended at any time by a Supplemental Trust Agreement which shall become binding when the written consents of [the Insurer and] the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 6.02, are filed with the Trustee . No such amendment shall (1) extend the maturity date of or reduce the interest rate on or amount of principal of, premium, if any, and interest on any Bond without the express written consent of [the Insurer and] the Owner of such Bond, or (2) permit the creation by the Authority of any pledge of or charge or lien upon the Revenues as provided herein superior to or on a parity with the pledge, lien, and security interest described herein for the benefit of the Bonds, or (3) reduce the percentage of Bonds required for the written consent to any such amendment or any amendment of an Agreement pursuant to Section 4.02 hereof, or (4) modify any rights or obligations of the Trustee, the Authority or the City without their prior written assent thereto, respectively.

This Trust Agreement and the rights and obligations of the Authority, the City and of the Owners may also be amended at any time by a Supplemental Trust Agreement which shall become binding upon adoption without the consent of any Owners, but only to the extent permitted by law and after receipt of an approving Opinion of Counsel, for any purpose that will not in the judgment of the Authority or as set forth in an opinion of bond counsel materially adversely affect the interests of the Owners, including (without limitation) for any one or more of the following purposes - (a) to add to the agreements and co venants required herein to be performed by the Authority other agreements and covenants thereafter to be performed by the Authority or the City, or to surrender any right or power reserved herein to or conferred herein on the Authority or the City;
(b) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Authority or the City may deem desirable or necessary and not inconsistent herewith;
(c) to add to the agreements and covenants required herein, such agreements and covenants as may be necessary to qualify the Trust Agreement under the Trust Indenture Act of 1939; or
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(d) for any other purpose that does not materially adversely affect the interests of the Owners [or the Insurer].
[In executing, or accepting the additional trusts created by, any Supplemental Trust Agreement permitted by this Article or the modification thereby of the trusts created by this Trust Agreement, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such Supplemental Trust Agreement is authorized or permitted by this Trust Agreement and complies with the terms hereof.]
Section 6.02. Disqualified Bonds. Bonds owned or held by or for the account of the Authority or the City shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Bonds provided in this article, and shall not be entitled to consent to or take any other action provided in this article.

Section 6.03. Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that the Bonds may bear a notation by endorsement in form approved by the Authority as to such action, and in that case upon demand of the Owner of any Outstanding Bonds and presentation of their Bond for such purpose at the office of the Trustee a suitable notation as to such action shall be made on such Bond. If the Authority shall so determine, new Bonds so modified as, in the opinion of the Authority, shall be necessary to conform to such action shall be prepared, executed and authenticated , and in that case upon demand of the Owner of any Outstanding Bond a new Bond or Bonds, shall be exchanged at the office of the Trustee without cost to each Owner for its Bond or Bonds then Outstanding upon surrender of such Outstanding Bonds.

Section 6.04. Amendment by Mutual Consent. The provisions of this article shall not prevent any Owner from accepting any amendment as to the particular Bonds held by them, provided that due notation thereof is made on such Bonds.

Section 6.05. Information to Rating Agency. The Authority shall provide any Rating Agency rating the Bonds a copy of each amendment to the Trust Agreement or to the Agreement promptly following the execution or adoption of such amendment.

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 7.01. Events of Default. If any default in the payment of 2025 Installment Sale Payments or any other “Event of Default” defined in the Agreement shall occur and be continuing, or if any default shall be made by the City in the performance or observance of any other of the covenants, agreements or conditions on its part herein contained and such default shall have continued for a period of thirty (30) days after written notice thereof shall have been given to the City by the Trustee or the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding, then such default shall constitute an “Event of Default” hereunder, and in each and every such case during the continuance of such Event of Default the Trustee or the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding shall be entitled, upon not ice in writing to the City, but subject to the provisions of Section 7.06, to exercise the remedies provided under the Agreement which are necessary or desirable to collect the 2025 Installment Sale Payments. No grace period shall be permitted for payment defaults.

The Owners of Bonds, for purposes of the Trust Agreement and the Agreement, to the extent of their interest, shall be entitled to all rights and security of the Authority pursuant to the Agreement and this 88 34
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Trust Agreement. The City recognizes the rights of the Owners of the Bonds, acting directly or through the Trustee, to enforce the obligations and covenants contained in the Agreement and this Trust Agreement.

Section 7.02. Application of Funds Upon Acceleration of Agreement. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article VII shall be deposited into a segregated payment account of the Revenue Fund and be applied by the Trustee in the following order; provided that the Trustee shall obtain and follow the instructions contained in an Opinion of Counsel and rebate or set aside for rebate from the specified funds held hereunder, any amount pursuant to such instructions required to be paid to the United States of America under the Code:

First, to the payment of the costs and expenses of the Trustee, if any, in carrying out the provisions of this article, including reasonable compensation to its agents, accountants and counsel and including any indemnification expenses;
Second, to the payment of the principal of and interest on the Bond s, in connection with a mandatory redemption of Bonds pursuant to Section 2.10(b) hereof and the delivery of a Cash Flow Report; and
[Third, to the payment of amounts owed to the Insurer not paid pursuant to First and Second above.] Section 7.03. Other Remedies of the Trustee. The Trustee shall have the right (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights hereunder against the City or any council member, board member, trustee, member, officer or employee thereof, and to compel the City or any such council member, board member, trustee, member, officer or employee thereof to observe or perform its , his, hers or their duties under applicable law and the agreements, conditions, covenants and terms contained herein, or in the Agreement, required to be observed or performed by it, him, her or them; (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee or the Owners; or
(c) by suit in equity upon the happening of any default hereunder to require the City and any council member, board member, trustee, member, officer and employee to account as the trustee of any express trust.

Section 7.04. Non-Waiver. A waiver by the Trus tee of any default hereunder or breach of any obligation hereunder shall not affect any subsequent default hereunder or any subsequent breach of an obligation hereunder or impair any rights or remedies on any such subsequent default hereunder or on any such subsequent breach of an obligation hereunder . No delay or omission by the Trustee to exercise any right or remedy accruing upon any default hereunder shall impair any such right or remedy or shall be construed to be a waiver of any such default hereunder or an acquiescence therein, and every right or remedy conferred upon the Trustee by applicable law or by this article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee.

If any action, proceeding or s uit to enforce any right or to exercise any remedy is abandoned or determined adversely to the Trustee or the City, the Trustee and the City shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken.

Section 7.05. Actions by Trustee as Attorney -in-Fact. Any action, proceeding or suit which any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by the 89 35
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Trustee for the equal benefit and protection of all Owners, whether or not the Trustee is an Owner, and the Trustee is hereby appointed (and the successive Owners, by taking and holding the Bonds issued hereunder, shall be conclusively deemed to have so appointed it) the true and lawful attorney-in-fact of the Owners for the purpose of bringing any such action, proceeding or suit and for the purpose of doing and performing any and all acts and things for and on behalf of the Owners as a class or classes as may be advisable or necessary in the opinion of the Trustee as such attorney-in-fact.

Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment, or composition affecting the Bonds or the rights of any Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval of the Owners so affected.

Section 7.06. Remedies Not Exclusive . No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law. If any remedial action hereunder is discontinued or abandoned, the Trustee and the Owners shall be restored to their former positions.

Section 7.07. Limitation on Owners’ Right to Sue. No Owner of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or equity, for any remedy under or upon this Trust Agreement, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an event of default as defined in Section 7.01 hereunder; (b) the Owners of at least a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) said Owners shall have tendered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such request and consent shall have been received by, and said tender of indemnity shall have been made to, the Trustee.

The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request or direction of any of the Owners in connection with a default or Event of Default hereunder pursuant to this Trust Agreement, unless such Owners shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Such notification, request, consent, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any owner of Bonds of any remedy hereunder; it being understood and intended that no one or more owners of Bonds shall have any right in any manner whatever by their action to enforce any right under this Trust Agreement, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of the Trust Agreement shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds.

Section 7.08. Limited Liability of the City. Except as expressly provided in the Agreement, the City shall not have any obligation or liability to the Authority, the Trustee or the Owners, with respect to this Trust Agreement or the Bonds. The obligations under this Trust Agreement do not constitute a debt of the City or of the State, or of any political subdivision thereof, in contravention of any constitutional or statutory debt limitation or restriction. Neither the faith and credit nor the taxing power of the City or the State, or any political subdivision thereof, is pledged to the payment of the 2025 Installment Sale Payments or other payments required to be made under the Agreement. 90 36
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Section 7.09. Limited Liability of the Authority . Except as expressly provided herein, the Authority shall not have any obligation or liability to the Trustee or the Owners, with respect to the payment when due of the 2025 Installment Sale Payment s by the City, or with respect to the observance or performance by the City of the other agreements, conditions, covenants and terms contained in the Agreement, or with respect to the performance by the Trustee of any obligation contained herein required to be performed by it . Notwithstanding anything to the contrary contained in the Bonds, the Trust Agreement or any other document related thereto, the Authority shall not have any liability hereunder or by reason hereof or in connection with any of the transactions contemplated hereby except t o the extent payable from moneys received from or with respect to the Agreement and available thereof in accordance with the Trust Agreement.

ARTICLE VIII

DEFEASANCE
Section 8.01. Discharge of Bonds. (a) If the City shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Bonds the principal of, premium, if any, and interest thereon at the times and in the manner stipulated herein and therein, [and the Insurer shall have been paid all amounts owed to the Insurer under the Insurance Policy and the Reserve Policy], then the Owners of such Bonds shall cease to be entitled to the pledge of and charge and lien upon the Revenues as provided herein, and all agreements, covenants and other obligations of the Authority and the City to the Owners of such Bonds hereunder shall thereupon cease, terminate and become void and be discharged and satisfied .

In such event, the Trustee shall execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction and the Trustee shall pay over or deliver to the Authority all money or securities held by it pursuant hereto which are not required for the payment of the principal of, premium, if any, and interest on such Bonds. (b) Any Outstanding Bonds shall prior to the maturity date or redemption date thereof be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) o f this section if (1) in case any of such Bonds are to be redeemed on any date prior to their respective maturity dates, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to provide notice in accordance with Section 2.10(f), (2) there shall have been deposited with the Trustee either (A) money in an amount which shall be sufficient or (B) Defeasance Obligations, in each case the interest on and principal of which when paid will provide money which, together wi th the money, if any, deposited with the Trustee at the same time, shall be sufficient, in the opinion of an Independent Certified Public Accountant, to pay when due the interest to become due on such Bonds on and prior to the maturity date or redemption date thereof, as the case may be, and the principal of, premium, if any, and interest on such Bonds, and (2) in the event such Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as soon as practicable, a notice to the Owners of such Bonds that the deposit required by clause (2) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this section and stating the maturity date or redemption date upon which money is to be available for the payment of the principal of and redemption premiums, if any, on such Bonds. In addition, the Authority shall cause to be delivered to [the Insurer] (i) a report of an Independent Certified Public Accountant or such other accountant as shall be acceptable to the Insurer verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date (“Verification”), (ii) an Escrow Deposit Agreement [(which shall be acceptable in form and substance to the Insurer)], (iii) an opinion of nationally recognized bond counsel to the effect that the Bonds are no longer “Outstanding” under the Trust Agreement, and (iv) a certificate of discharge of the Trustee with respect to the Bonds; each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the 91 37
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Authority and the Trustee . [The Insurer shall be provided with final drafts of the above -referenced documentation not less than five Business Days prior to the funding of the escrow.] Bonds shall be deemed “Outstanding” under the Trust Agreement unless and until they are in fact paid and retired or the above criteria are met.

This Trust Agreement, the Agreement and each other Related Document (as defined in Section

9.01(f) below) shall not be discharged or terminated unless all amounts due or to become due to the Insurer have been paid in full or duly provided for . The City’s obligation to pay such amounts shall expressly survive payment in full of the Bonds.]
Section 8.02. Unclaimed Money. Any moneys held by the Trustee in trust for the payment and discharge of the principal of, or premium or interest on, any Bond which remain unclaimed for two years after the date when such principal, premium or interest has become payable, if such moneys were held by the Trustee at such date, or for two years after the date of deposit of such moneys if deposited with the Trustee after the date when such principal, premium or interest become payable, shall be repaid by the Trustee to the Authority as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owner of such Bond s hall look only to the Authority for the payment of such principal, premium or interest. Any money held by the Trustee pursuant to this paragraph shall be held uninvested and without any liability for interest.

ARTICLE IX

PROVISIONS RELATED TO THE INSURER AND THE INSURANCE POLICY Section 9.01. General Provisions. [THE PROVISIONS BELOW ARE EXEMPLARY AS A PLACEHOLDER FOR FINAL TERMS: The following provisions shall govern in the event of a conflict with any contrary provision of this Trust Agreement.
(a) The prior written consent of the Insurer shall be a condition precedent to the deposit of any Qualified Reserve Instrument provided in lieu of a cash deposit into the Reserve Account. Notwithstanding anything to the contrary set forth in this Trust Agreement, amounts on deposit in the Reserve Account shall be applied solely to the payment of principal of and interest due on the Bonds. (b) The Insurer shall be deemed to be the sole Owner of the Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the Owners of the Bonds are entitled to take pursuant to this Trust Agreement pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Trustee . In furtherance thereof and as a term of this Trust Agreement and each Bond, the Trustee (solely with respect to the Bonds) and each Owner appoint the Insurer as their agent and attorney-in-fact and agree that the Insurer may at any time during the continuation of any proceeding by or against the Authority or the City under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a “Claim”), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Trustee (solely with respect to the Bonds) and each Owner delegate and assign to the Insurer, to the fullest extent permitted by law, the rights of the Trustee and each Owner in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection wit h any such Insolvency Proceeding. Remedies granted to the Owners shall expressly include mandamus. 92 38
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(c) The Bonds shall not be accelerated without the consent of the Insurer and in the event the Bonds are accelerated, the Insurer may elect, in its sole discretion, to pay accelerated principal, and interest accrued on such principal to the date of acceleration (to the extent unpaid), and the Trustee shall be required to accept such amounts. Upon payment of such accelerated principal and interest accrued to the acceleration date, the Insurer’s obligations under the Insurance Policy with respect to the Bonds shall be fully discharged. (d) The Insurer is a third party beneficiary of this Trust Agreement. (e) Upon the occurrence of an optional or mandatory redemption in part pursuant to Section

2.10(a) or 2.10(b) hereof, the selection of Bonds to be redeemed shall be subject to the approval of the Insurer. The exercise of any provision of this Trust Agreement which permits the purchase of Bonds in lieu of redemption shall require the prior written approval of the Insurer if any Bond so purchased is not cancelled upon purchase.
(f) Any amendment, supplement, modification to, or waiver of, this Trust Agreement or any other transaction document, including the Agreement, the Insurance Agreement and any underlying security agreement (each a “Related Document”), that requires the consent of Owners or adversely affects the rights and interests of the Insurer is subject to the prior written consent of the Insurer. (g) Unless the Insurer otherwise directs, upon the occurrence and continuance of an Event of Default or an event which with notice or lapse of time would constitute an Event of Default, amounts on deposit in the Acquisition Fund shall not be disbursed, but shall instead be ap plied to the payment of principal of and interest on the Bonds, then due, or the Redemption Price of the Bonds. (h) The rights granted to the Insurer under this Trust Agreement or any other Related Document to request, consent to or direct any action are rights granted to the Insurer in consideration of its issuance of the Insurance Policy. Any exercise by the Insurer of such rights is merely an exercise of the Insurer’s contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Owners and such action does not evidence any position of the Insurer, affirmative or negative, as to whether the consent of the Owners or any other person is required in addition to the consent of the Insurer. (i) Amounts paid by the Insurer under the Insurance Policy shall not be deemed paid for purposes of this Trust Agreement and the Bonds relating to such payments shall remain Outstanding and continue to be due and owing until paid in accordance with this Trust Agreement. This Trust Agreement shall not be discharged unless all amounts due or to become due to the Insurer have been paid in full or duly provided for.
(j) The Authority covenants and agrees to take such action as is necessary from time to time to preserve the priority of the pledge of the Revenues hereunder. (k) The Insurer shall be provided with the following information by the Authority, the City or the Trustee, as the case may be:
(1) Annual audited financial statements within [150] days after the end of the City’s fiscal year (together with a certification of the City that it is not aware of any default or Event of Default under the Trust Agreement or the Agreement), and the City’s annual budget within 30 days after the approval thereof together with such other information, data or reports as the Insurer shall reasonably request from time to time; 93 39
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(2) Notice of any draw upon the Reserve Account within two Business Days after knowledge thereof other than (i) withdrawals of amounts in excess of the Reserve Account Requirement and (ii) withdrawals in connection with a redemption of Bonds; (3) Notice of any default known to the Trustee or Authority within five Business Days after knowledge thereof;
(4) Prior notice of the advance refunding or redemption of any of the Bonds, including the principal amount, maturities and CUSIP numbers thereof; (5) Notice of the resignation or removal of the Trustee and the appointment of, and acceptance of duties by, any successor thereto; (6) Notice of the commencement of any proceeding by or again st the Authority or the City commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”);
(7) Notice of the making of any claim in connection with an y Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Bonds;
(8) A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to the Related Documents; and (9) All reports, notices and correspondence to be delivered to Owners under the terms of the Related Documents.

In addition, to the extent that the Authority or the City has entered into a continuing disclosure agreement, covenant or undertaking with respect to the Bonds, all information furnished pursuant to such agreements shall also be provided to the Insurer, simultaneously with the furnishing of such information. (l) The Insurer shall have the right to receive such additional information as it may reasonably request.
(m) The City will permit the Insurer to discuss the affairs, finances and accounts of the City or any information the Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the City and will use commercially reasonable efforts to enable the Insurer to have access to the facilities, books and records of the City on any Business Day upon reasonable prior notice. (n) The Trustee shall notify the Insurer of any failure of the City to provide notices, certificates and other information under this Trust Agreement or the Agreement. (o) In determining whether any amendment, consent, waiver or other action to be taken, or any failure to take action, under this Trust Agreement would adversely affect the security for the Bonds or the rights of the Owners, the Trustee shall consider the effect of any such amendment, consent, waiver, action or inaction as if there were no Insurance Policy.
(p) No contract shall be entered into or any action taken by which the rights of the Insurer or security for or sources of payment of the Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of the Insurer. 94 40
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(q) So long as the Bonds insured by the Insurer remain outstanding or any amounts are owed to the Insurer, the City shall not enter into any interest rate exchange agreement, cap, collar, floor ceiling or other agreement or instrument involving reciprocal payment obligations between the City and a counterparty based on interest rates applied to a notional amount of principal, without the prior written consent of the Insurer.]
Section 9.02. Claims Upon the Insurance Policy and Payments by and to the Insurer. [THE PROVISIONS BELOW ARE EXEMPLARY AS A PLACEHOLDER F OR FINAL TERMS: T he following provisions shall govern in the event of a conflict with any contrary provision of this Trust Agreement.
(a) If, on the third Business Day prior to the related scheduled Interest Payment Date or principal payment date (each, a “Payment Date”) there is not on deposit with the Trustee, after making all transfers and deposits required under the Trust Agreement, moneys sufficient to pay the principal of and interest on the Bonds due on such Payment Date, the Trustee shall give notice to the Insurer and to its designated agent (if any) (the “Insurer’s Fiscal Agent”) by telephone or Electronic Means of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day . If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the Bonds due on such Payment Date, the Trustee shall make a claim under the Insurance Policy and give notice to the Insurer and the Insurer’s Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency between the amount required to pay interest on the Bonds and the amount required to pay principal of the Bonds, confirmed in writing t o the Insurer and the Insurer’s Fiscal Agent by 12:00 noon, New York City time, on such second Business Day by filling in the form of Notice of Claim and certificate delivered with the Insurance Policy.

The Trustee shall designate any portion of payment of principal of the Bonds paid by the Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Bonds registered to the then current Owner, whether DTC or its nominee or otherwise, and shall issue a replacement Bond to the Insurer, registered in the name of ___________________________, in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Trustee’s failure to so designate any payment or issue any replacement Bond shall have no effect on the amount of principal or interest payable on any Bond or the subrogation rights of the Insurer.

The Trustee shall keep a complete and accurate record of all funds deposited by the Insurer into the Policy Payments Account (defined below) and the allocation of such funds to payment of interest on and principal of any Bond. The Insurer shall have the r ight to inspect such records at reasonable times upon reasonable notice to the Trustee (including, without limitation, reasonable prior written notice of inspection).

Upon payment of a claim under the Insurance Policy, the Trustee shall establish a separate special purpose trust account for the benefit of Owners referred to herein as the “ Policy Payments Account” and over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall receive any amount paid under the Insurance Policy in trust on behalf of Owners and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Truste e to Owners in the same manner as principal and interest payments are to be made on Bonds under the sections hereof regarding payment of Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or w ire transfer used to pay debt service with other funds available to make such payments .

Notwithstanding anything herein to the contrary, subject to Section 7.09 hereof, the Authority agrees to pay to the Insurer, solely from Revenues, (i) a sum equal to t he total of all amounts paid by the Insurer under 95 41
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the Insurance Policy (the “Insurer Advances”); and (ii) interest on such Insurer Advances from the date paid by the Insurer until payment thereof in full, payable to the Insurer at the Late Payment Rate per annum (collectively, the “ Insurer Reimbursement Amounts”). “Late Payment Rate” means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in The City of New York, as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank) plus 3%, and (ii) the then applicable highest rate of interest on the Bonds and (b) the maximum rat e permissible under applicable usury or similar laws limiting interest rates . The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days . Subject to Section 7.09 hereof, the Authority hereby covenants and agrees that the Insurer Reimbursement Amounts are secured by a lien on and pledge of the Revenues and payable from the Revenues on a parity with debt service due on the Bonds.

Funds held in the Policy Payments Account shall not be invested by the Trustee and may not be applied to satisfy any costs, expenses or liabilities of the Trustee . Any funds remaining in the Policy Payments Account following a Bond payment date shall promptly be remitted to the Insurer. (b) The Insurer shall, to the extent it makes any payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Insurance Policy (which subrogation rights shall also include the rights of any such recipients in connection with any Insolvency Proceeding). Each obligation of the Authority and the City to the Insurer under the Related Documents shall survive discharge or termination of such Related Documents. (c) The City shall pay or reimburse the Insurer any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in any Related Docum ent; (ii) the pursuit of any remedies under the Trust Agreement or any other Related Document or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, the Trust Agreement or any other Related Document whether or not executed or completed, or (iv) any litigation or other dispute in connection with the Trust Agreement or any other Related Document or the transactions contemplated thereby, other than costs resulting from the failure of the Insurer to h onor its obligations under the Insurance Policy. The Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the Trust Agreement or any other Related Document. (d) The Insurer shall be entitled to pay principal of or interest on the Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Insurance Policy) and any amounts due on the Bonds as a result of acceleration of the maturity thereof in accordance with the Trust Agreement, whether or not the Insurer has received a Notice of Nonpayment (as such terms are defined in the Insurance Policy) or a claim upon the Insurance Policy.]

ARTICLE X

MISCELLANEOUS
Section 10.01. Liability of Authority Limited to Revenues. The Bonds are limited obligations of the Authority and are payable, as to principal of, premium, if any, and interest due upon the redemption thereof, solely from the Revenues as provided herein, and the Authority is not obligated to pay them except from the Revenues . All the Bonds are equally secured by a pledge of and charge and lien upon the Revenues, and the Revenues constitute a trust fund for the security and payment of the principal of, premium, if any, and interest on the Bonds as provided herein. The Bonds are not a debt of the Authority, the City, the State of California or any of its political subdivisions, and neither the Authority, the City, said State nor any of its political subdivisions is liable thereon, nor in any event shall the Bonds be payable out 96 42
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of any funds or properties other than those of the Authority as provided herein. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction.

Section 10.02. Benefits of the Trust Agreement Limited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the City, the Authority, the Trustee, [the Insurer] and the Owners any right, remedy or claim under or by reason hereof. Any agreement or covenant required herein to be performed by or on behalf of the City or the Authority shall be for the sole and exclusive benefit of the Trustee, the Authority, [the Insurer] and the Owners.

Section 10.03. Successor Is Deemed Included In All References To Predecessor . Whenever either the City, the Authority, or the Trustee or any officer thereof is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the City, the Authority or the Trustee or such officer, and all agreements, conditions, covenants and terms contained herein required to be observed or performed by or on behalf of the City, the Authority or the Trustee or any officer thereof shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.

Section 10.04. Execution of Documents by Owners . Any declaration, request or other instrument which is permitted or required herein to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or his, her or their attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to make acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him, her or them the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or othe r officer. The ownership of any Bonds and the amount, maturity, number and date of holding the same may be proved by the registration books relating to the Bonds at the office of the Trustee.

Any declaration, request or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond with respect to anything done or suffered to be done by the City, the Authority or the Trustee in good faith and in accordance therewith.

Section 10.05. Waiver of Personal Liability; No Liability of Authority Members. No member, director, officer, agent or employee of the Authority or the City shall be individually or personally liable for the payment of the principal of, premium, if any, or interest on the Bonds by reason of their execution and delivery, but nothing herein contained shall relieve any such member, officer or employee from the performance of any official duty provided by any applicable provisions of law, the Agreement or hereby.

Section 10.06. Acquisition of Bonds by Authority . All Bonds acquired by the A uthority, whether by purchase or gift or otherwise, shall be surrendered to the Trustee for cancellation.

Section 10.07. Destruction of Canceled Bonds. Whenever provision is made herein for the cancellation of any Bonds, the Trustee shall destroy such Bonds in accordance with its retention policy then in effect.

Section 10.08. Content of Certificates; Post-Issuance Legal Opinions. Every Certificate of the Authority or the City with respect to compliance with any agreement, condition, covenant or term contained herein shall include: (a) a statement that the person or persons executing such certificate have read such agreement, condition, covenant or term and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or inves tigation upon which the statements contained in such 97 43
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certificate are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opi nion as to whether or not the City or the Authority has complied with such agreement, condition, covenant or term; and (d) a statement as to whether, in the opinion of the signers, the City or the Authority has complied with such agreement, condition, covenant or term.

Any Certificate of the Authority or the City may be based, insofar as it relates to legal matters, upon an Opinion of Counsel unless the person or persons executing such certificate know that the Opinion of Counsel with respect to the matters upon which their certificate may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous . Any Opinion of Counsel may be based, insofar as it relates to factual matters and information with respect to which is in the possession of the City or the Authority, upon a representation by an officer or officers of the City or the Authority unless the counsel executing such Opinion of Counsel knows that the representation with respect to the matters upon which their opinion may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous.

Section 10.09. Publication for Successive Weeks . Any publication required to be made hereunder for successive weeks in a financial newspaper may be made in each instance upon any Business Day of the first week and need not be made on the same Business Day of any succeeding week or in the same financial newspaper for any subsequent publication, but may be made on different Business Days or in different financial newspapers, as the case may be.

Section 10.10. Accounts and Funds; Business Days. Any account or fund required herein to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to all such accounts and funds shall at all times be maintained in accordance with the Tax Certificate and sound accounting practice and with due regard for the protection of the security of the Bonds and the rights of the Owners . Any action required to occur hereunder on a day which is not a Business Day shall be required to occur on the next succeeding Business Day.

Section 10.11. Article and Section Headings and References . The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof . All references herein to “Articles,” “ Sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to the Trust Agreement as a whole and not to any particular article, section, subdivision or clause hereof.

Section 10.12. Partial Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the City, the Authority or the Trustee shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof or of the Bonds, and the Owners shall retain all the benefit, protection and security afforded to them under the Act or any other applicable provisions of law. The City, the Authority and the Trustee hereby declare that they would have executed and delivered the Trust Agreement and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized issuance of the Bonds pursuant hereto irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.
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Section 10.13. Electronic Signatures . Each of the parties hereto agrees that the transaction consisting of this Trust Agreement may be conducted by electronic means . Each party agrees, and acknowledges that it is such party’s intent (i) that, by signing this Trust Agreement using an electronic signature, it is signing, adopting and accepting this Trust Agreement , and (ii) that signing this Trust Agreement using an electronic signature is the legal equivalent of having placed the undersigned officer’s handwritten signature on this Trust Agreement on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Trust Agreement in a usable format.

Section 10.14. Execution in Several Counterparts. This Trust Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the City, the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

Section 10.15. Notices. Any written notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication to be given hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the Authority: Goleta Facilities Financing Authority c/o City of Goleta
130 Cremona Drive
Goleta, California 93117
Attention: Executive Director
If to the Trustee: The Bank of New York Mellon Trust Company, N.A. 333 S. Hope Street, Suite 2525
Los Angeles, California 90071
Attention: Corporate Trust Department
If to the City: City of Goleta
130 Cremona Drive
Goleta, California 93117
Attention: City Manager
If to the Purchaser:

If to the Insurer:

Telephone:

Telecopier:

In each case in which notice or other communication refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of the Deputy General Counsel-Public Finance and shall be
marked to indicate “URGENT MATERIAL ENCLOSED.”

Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed deli vered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by Electronic Means, upon the sender’s receipt of an appropriate answerback or other written acknowledgment, (c) if given by mail, postage prepaid , by 99 45
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first class mail, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

Section 10.16. Governing Law . This Trust Agreement shall be governed, in all respects including validity, interpretation and effect by, and shall be enforceable in accordance with, the laws of the United States of America and of the State of California. 100

46 4165-7308-9617.2

IN WITNESS WHEREOF, the Authority and the City hereto have caused this Trust Agreement to be signed in their respective names by such person as has been designated by their respective governing boards, and the Trustee, to evidence its acceptance of the trust hereby created, has caused the Trust Agreement to be signed in the name of the Trustee by an authorized officer of the Trustee, all as of the day and year first above written.

GOLETA FACILITIES FINANCING

AUTHORITY

By:

Treasurer
ATTEST

By: _______________________________
Secretary of the Board of Directors

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee

By:

Authorized Signatory

CITY OF GOLETA

By:

Mayor
ATTEST

By: _______________________________
City Clerk

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EXHIBIT A

FORM OF BOND
No. __________ $_______________

GOLETA FACILITIES FINANCING AUTHORITY

LOCAL MEASURE A TRANSPORTATION SALES TAX REVENUE BONDS
SERIES 2025

Interest Rate Maturity Date Dated as of CUSIP No.
% May 1, 20__ ______ __, 2025

REGISTERED OWNER: CEDE & CO.

PRINCIPAL SUM:

The Goleta Facilities Financing Authority, a joint exercise of powers authority duly organized and validly existing under and pursuant to the laws of the State of California (the “Authority”), for value received, hereby promises to pay, solely from the sources hereinafter described, to the Regist ered Owner identified above or registered assigns (the “Registered Owner”), on the Maturity Date identified above or on any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like lawful money from the date hereof payable semiannually on May 1 and November 1 of each year, commencing ______ 1, 20__ (the “Interest Payment Dates”), until payment of such Principal Amount in full.

This Bond is one of a duly authorized issue of bonds of the Authority designated as the “ Goleta Facilities Financing Authority Local Measure A Transportation Sales Tax Revenue Bond ], Series 2025” (the “Bonds”) in the aggregate principal amount of $_________. The Bonds are issued pursuant to the Trust Agreement, dated as of ______ 1, 2025 (the “Trust Agreement”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (said entity or any successor thereto as trustee under the Trust Agreement, the “Trustee”). The Trust Agreement is entered into, and this Bond is issued under the Marks-Roos Local Bond Pooling Act of 1985, constituting Section 6584 et seq. of the California Government Code and other applicable laws of the State of California. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Trust Agreement.

Interest on the Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event interest thereon shall be payable from such Interest Payment Date, (ii) a Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the Closing Date, or (iii) interest on any Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has previously been paid or duly provided for. Interest shall be paid in lawful money of the United States on each Interest Payment Date. Interest shall be paid by check of the Trustee mailed by first-class mail, postage prepaid, on each Interest Payment Date to the Owners of the Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. Notwithstanding the foregoing, interest on any Bond which is not punctually paid or duly provided for on any Interest Payment Date shall, if and to the extent that amounts subsequently become available therefor, be paid on a payment date established by the Trustee to the Person in whose name the ownership of such Bond is registered on 102

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the Registration Books at the close of business on a special record date to be established by the Trustee for the payment of such defaulted interest, notice of which shall be given to such Owner not less than ten days prior to such special record date. The principal of the Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee.

Pursuant to an Installment Sale Agreement , dated as of ______ 1, 2025 (the “Installment Sale Agreement”), by and between the City of Goleta (the “City”) and the Authority, the City agrees to pay installment sale payments (the “ 2025 Installment Sale Payment s”) to the Authority for the costs of the design, acquisition and construction of the Pro ject and the incidental costs and expenses related thereto .

The 2025 Installment Sale Payments are payable from Measure A Receipts (as defined in the Installment Sale Agreement) remitted to the City by the Santa Barbara County Local Transportation Authorit y in accordance with the Measure A Ordinance.

Additional obligations payable from Measure A Receipts may be incurred by the City which will be payable senior to or on a parity with the payment by the City of the 2025 Installment Sale Payments, but only subject to the conditions and upon compliance with the procedures set forth in the Installment Sale Agreement. The 2025 Installment Sale Payments are subordinate to certain obligations of the Santa Barbara County Local Transportation Authority as provided in the Measure A Ordinance.

The Bonds are limited ob ligations of the Authority payable solely from the Revenues (which consist of the 2025 Installment Sale Payment s) and the other assets pledged therefor under the Trust Agreement. The Bonds do not constitute a debt or liability of the City or of the State and neither the faith and credit of the City nor of the State are pledged to the payment of the Bonds.

Pursuant to and as more particularly provided in the Trust Agreement, subject only to the provisions of the Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms and the provisions of the Trust Agreement, the Authority pledges to the Owners, and grants thereto a lien on the Revenues and a security interest in all right, title and interest of any other amounts held by the Trustee in any fund or account established under th e Trust Agreement (other than amounts on deposit in the Acquisition Fund created pursuant to Section 2.11 and the Rebate Fund created pursuant to Section 4.06 therein) whether now or hereafter arising as security for the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the Trust Agreement and the Act. Said pledge and grant shall constitut e a first lien on such assets and shall be valid and binding from the date hereof for the benefit of the Owners of the Bonds and successors thereto. This pledge and grant shall secure the payment of such Bonds and shall be effective, binding, and enforceable against the Authority, its successors, creditors and all others irrespective of whether those parties have notice of the pledge or grant and without the need of any physical delivery, recordation, filing, or further act.

Reference is hereby made to the Trust Agreement and the Installment Sale Agreement and any and all amendments thereof and supplements thereto for the description of the terms under which the Bonds are issued, the provisions with regard to the nature and extent of the Revenues, and the rights of the Owners of the Bonds. All of the terms of the Trust Agreement and the Installment Sale Agreement are hereby incorporated herein. The Trust Agreement constitutes a contract between the Authority and the Owners of the Bonds, to all the provisions of which the Registered Owner of this Bond, by acceptance hereof, agrees and consents.
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The Bonds are subject to redemption on the dates, at the Redemption Prices and pursuant to the terms set forth in the Trust Agreement. Notice of redemption of any Bond or any portion thereof shall be given as provided in the Trust Agreement.

The Bonds are issuable as fully -registered Bonds without coupons in Authorized Denominations ($5,000 and any integral multiple thereof).

Any Bond may be transferred upon the Registra tion Books by the Person in whose name it is registered, in person or by such Person’s duly authorized attorney, upon surrender of such Bond to the Trustee for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever any Bond or Bonds shall be so surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds of the same maturity in a like aggregate principal amount, i n any Authorized Denomination. The Trustee shall require the Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of the same maturity of other Authorized Denominations. The Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.

The Trust Agreement and the rights and obligations of the Authority, the Trustee and the Owners may be modified or amended in the manner, to the extent, and upon the terms provided in the Trust Agreement.

The Trust Agreement contains provisions permitting the Authority to make provision for the payment of the principal of and the interest and premium, if any, on any of the Bonds so that such Bonds shall no longer be deemed to be Outstanding under the terms of the Trust Agreement.

Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Trustee for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

This Bond shall not be entitled to any benefit, protection or security under the Trust Agreement or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been manually executed and dated by the Trustee. 104

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It is hereby certified that all acts and proceedings required by law necessary to make this Bond, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal limited obligation of the Authority have been done and taken, and have been in all respects duly authorized.

IN WITNESS WHEREOF, the Goleta Facilities Financing Authority has caused this Bond to be executed in its name and on its behalf by the facsimile signature of the [Executive Director] and attested to by the facsimile signature of its Secretary, all as of the Dated Date identified above.

GOLETA FACILITIES FINANCING

AUTHORITY

By:
[Executive Director]
ATTEST

By: _______________________________
Secretary of the Board of Directors
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STATEMENT OF INSURANCE
This is one of the Bonds described in the within-mentioned Trust Agreement and registered on the Registration Books.

Date: _____________

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee

By:

Authorized Signatory

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STATEMENT OF INSURANCE
[___________________________ (the “ Insurer”), has delivered its municipal bond insurance policy (the “Policy”) with respect to the scheduled payments of principal of and interest on this Bond to The Bank of New York Mellon Trust Company, N.A., Los Angeles, California, or its successor, as trustee for the Bonds (the “Trustee”). Said Policy is on file and available for inspection at the principal office of the Trustee and a copy thereof may be obtained from the Insurer or the Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this Bond acknowledges and consents to the subrogation rights of the Insurer as more fully set forth in the Policy.] 107

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FORM OF ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto ___________, whose address is _______________________ and whose social security or Taxpayer Identification No. is ______________, the within Bond and do(es) hereby irrevocably constitute and appoint ___________________________________attorney to transfer such Bond on the Bond register of the Trustee, with full power of substitution in the premises.

Dated: _____________________________

Note: The signature(s) to this Assignment must
correspond with the name(s) as written on the
face of the within Bond in every particular,
without alteration or enlargement or any change
whatsoever.

Signature must be guaranteed by an eligible
guarantor institution in a Recognized Signature
Guaranty Medallion Program.

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EXHIBIT B

FORM REQUISITION FROM

THE ACQUISITION FUND
To: The Bank of New York Mellon Trust Company, N.A., as Trustee From: City of Goleta
Dated Date:

Re: Goleta Facilities Financing Authority Local Measure A Transportation Sales Tax Revenue Bonds, Series 2025
Requisition No. ___

1. The undersigned, on behalf of the City of Goleta (the “City”), acting as agent of the Authority pursuant to the Agreement, hereby requests payment, from the Acquisition Fund the amount of $__________ by wire/check/ACH (circle one) for purposes for which the City is authorized to expend moneys. If the payment is by wire or ACH, please fill in the following information:

Name, Address and Phone Number of Bank:

ABA#:

Account No.:

The undersigned hereby certifies as follows:

The amount requisitioned hereby is for a Project Cost incurred in connection with its Project, is properly chargeable to the Acquisition Fund and has not been the subject of any previous requisition. The name and address of the person or persons to whom said amounts are to be disbursed and the amounts to be disbursed are as follows:

2. As of the date hereof, no event has occurred and is continuing which constitutes an Event of Default under the Agreement would constitute an Event of Default but for the requirement that notice be given, or time elapse, or both.

3. The information contained herein is true and correct as of the date of this Requisition.
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4. Capitalized terms will herein have the meanings assigned to such terms in the Trust Agreement, dated as of _______ 1, 2025, among the Goleta Facilities Financing Authority, The Bank of New York Mellon Trust Company, N.A., and the City.

Authorized City
Representative

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Attachment 4

Form of Bond Purchase Agreement (2025 Bonds)
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Anzel Galvan LLP Draft of 11-15-2024

1 GOLETA FACILITIES FINANCING AUTHORITY
Local Measure A Transportation Sales Tax Revenue Bonds, Series 2025

BOND PURCHASE AGREEMENT
[Pricing Date]
Goleta Facilities Financing Authority
c/o City of Goleta
130 Cremona Drive
Goleta, California 93117
Attention: Executive Director

City of Goleta
130 Cremona Drive
Goleta, California 93117
Attention: City Manager
Ladies and Gentlemen:

The undersigned, Stifel, Nicolaus & Company, Incorporat ed (the “ Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (which, together with the exhibits hereto, is referred to as the “Purchase Agreement”) with the Goleta Facilities Financing Authority (the “Authority”) and the City of Goleta, California (the “City”), which, upon the acceptance of the Authority and the City, will be binding upon the Authority, the City and the Underwriter. This offer is made subject to acceptance b y the Authority and by the City by the execution of this Purchase Agreement and delivery of the same to the Underwriter prior to 11:59 P.M., California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Authority and the City at any time prior to the acceptance hereof by the Authority and the City. Capitalized terms that are used herein and not otherwise defined have the meanings that are set forth in the Trust Agreement, dated as of [February] 1, 2025 (the “Trust Agreement”), by and among the Authority , the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to issue, sell and deliver to the Underwriter all (but not less than all) of the Goleta Facilities Financing Authority Local Measure A Transportation Sales Tax Revenue Bonds, Series 2025 in the aggregate principal amount of $__________ (the “Bonds”). The Bonds will be dated as of their date of delivery. Interest on the Bonds shall be payable semiannually on [May 1, 2025] and each May 1 and November 1 as provided in the Trust Agreement, and will mature, bear interest and be subject to redemption prior to maturity as set forth in Exhibit A.

The purchase price of the Bonds shall be equal to $__________ (being the aggregate principal amount thereof [plus][less] a [net] original issue [premium][discount] of $___________, less an underwriter’s discount of $___________). The Authority and the City acknowledge that the Underwriter will on the 112
2 Closing Date (as such term is defined herein), on behalf of the Authority and the City, wire a portion of the purchase price in the amount of $_____ representing the premiums for the Policy and the Reserve Policy (as such terms are defined herein), directly to __________ (the “Insurer”).

Section 2. The Bonds. The Bonds shall be secured by a pledge of revenues consisting primarily of installment sale payments (“Installment Sale Payments ”) to be paid by the City to the Authority pursuant to the Installment Sale Agreement, dated as of [February] 1, 2025 (the “Installment Sale Agreement”), by and between the City and the Authority. Under the Installment Sale Agreement, the Authority will acquire and construct certain public capital improvements located in various sites in the City of Goleta, including the Ekwill Street and Fowler Road extension (including the Hollister Avenue Old Town interim striping project), Cathedral Oaks crib wall repair, San Jose Creek bike path, Hollister Avenu e Bridge replacement, and Goleta Train Depot and South La Patera Lane improvements, and related street resurfacing and public walkway improvements (collectively, the “Project”) for, and sell the Project to, the City in consideration for the City’s payment of the Installment Sale Payments.

The Bonds shall be as described in, and shall be secured under and pursuant to the Trust Agreement substantially in the form previously submitted to the Underwriter with only such changes therein as shall be mutually agreed upon by the Authority, the City and the Underwriter.

The proceeds of the Bonds shall be used to: [ (i) to finance all or a portion of the acquisition, construction and/or installation of the Project , and (ii) pay the costs incurred in connection with the issuance of the Bonds, including the premium for a municipal bond insurance policy to be issued by the Insurer insuring the Bonds maturing on November 1 of the years ___ through ___, inclusive (the “Policy”) and a debt service reserve insurance policy issued by the Insurer for deposit in the Reserve Account established and maintained under the Trust Agreement to satisfy the initial Reserve Requirement for the Bonds.]
The Installment Sale Payments shall be secured by a first lien on Measure A Revenues (as defined below) allocated by the Santa Barbara County Local Transportation Authority to the City (the “Transportation Authority”) as the City’s share of local program funding pursuant to Section 18 of the Measure A Ordinance in an amount not greater than the Installment Sale Payments (the “Measure A Receipts”).
“Measure A Revenues ” means the revenues of the Transportation Authority pursuant to the Measure A Ordinance derived from a retail transactions and use tax imposed in the County of Santa Barbara pursuant to Part 1.6 of Division 2 of the Revenue and Taxation Code of the State of California, as now in effect and as it may from time to time hereafter be amended or supplemented, Division 12 (Section 130350 et seq.) of the Public Utilities Code of the State of California, as now in effect and as it may from time to time hereafter be amended or supplemented, and the Measure A Ordinance. “Measure A Ordinance ” means Ordinance No. 5, the “Road Repair, Traffic Relief and Transportation Safety Measure for Santa Barbara County,” approved by the Transportation Authority on June 19, 2008 and approved by at least two -thirds of electors voting on such proposition in the November 4, 2008 election, as supplemented and amended, including the Transportation Investment Plan (the “Investment Plan”), Appendix A and Appendix B -1 to the Investment Plan, adopted by the Transportation Authority, as supplemented and amended.
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3 The Bonds, this Purchase Agreement, the Trust Agreement, the Installment Sale Agreement, the resolution of the Authority authorizing the issuance of the Bonds and the resolution of the Authority approving the Preliminary Official Statement and final Official Statement with respect to the Bonds, duly adopted at regular meeting s of the Authority Board of Directors held, respectively, _________, 2024 and _________, 202 5 (collectively, the “ Authority Resolutions”) are collectively referred to herein as the “Authority Documents.”
This Purchase Agreement, the Trust Agreement, the Continuing Disclosure Certificate of the City, dated the date of issuance of the Bonds (the “Continuing Disclosure Certificate”), the Installment Sale Agreement, [the Debt Service Reserve Agreement, dated the Closing Date, by and between the City and the Insurer,] the resolution of the City approving the issuance of the Bonds and the resolution of the City approving the Preliminary Official Statement and final Official Statement and authorizing the execution and delivery of the Continuing Disclosure Certificate with respect to the Bonds, duly adopted at regular meeting s of the City Council held, respectively, on _________, 2024 and _________, 2025 (collectively, the “City Resolutions”) are collectively referred to herein as the “City Documents.”
Concurrently with the issuance and delivery of the Bonds, Authority expects to issue and deliver its Lease Revenue Bonds, Series 202 5A (the “2025 Lease Revenue Bonds”) to provide funds to pay for a portion of the Project. The delivery of the Bonds is not contingent upon the concurrent issuance and delivery of the 2025 Lease Revenue Bonds.

Section 3. Public Offering and Establishment of Issue Price. (a) The Underwriter agrees to make an initial public offering of all of the Bonds at the public offering prices (or yields) set forth in Exhibit A and incorporated herein b y reference.

Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Bonds, provided that the Underwriter sha ll not change the interest rates set forth on Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices.

The City and the Authority acknowledge and agree that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s -length commercial transaction between the City and the Authority, on one hand, and the Underwriter, on the other; (ii) in connection therewith and with the discussions, undertakings and procedures lea ding up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as defined in Section 15B of The Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City or Authority with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided othe r services or is currently providing other services to the City or Authority on other matters); (iv) the Underwriter has financial and other interests that differ from those of the City and the Authority; and (v) the City and Authority have consulted their own legal, financial and other advisors to the extent that they have deemed appropriate. (b) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing (as defined below) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form set forth in Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel (as such term is defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering 114
4 price or prices to the public of the Bonds and the 202 5 Lease Revenues Bonds, if appli cable. All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor, Urban Futures, Incorporated (the “Municipal Advisor”) and any notice or report to be provided to the Authority may be provided to the Authority’s Municipal Advisor.
(c) Except as otherwise set forth in Exhibit A, the Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that mat urity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until either: (i) the Underwriter has sold all of the Bonds of that maturity; or (ii), the 10% test has been satisfied as to the Bonds of that maturity , provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon the request of the Authority or Bond Counsel.

For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds . For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
(d) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A, except as otherwise set forth therein.

Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “ hold-the- offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (e) The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains 115
5 or will contain language obligating each dealer who is a member of the selling group, and each broker- dealer that is a party to such third-party distribution agreement, as applicable, (A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligatio n after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter; (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker -dealer is a sale to the public; and
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require ea ch broker-dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer and (B) comply with the hold -the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (f) The Authority acknowledges that, in making the representations set forth in this Section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each deal er who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third- party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such a greement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third -party distribution agree ment and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreemen t, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the Bonds.
(g) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party; 116
6 (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third party distribution agreement participating in the initial sale of the Bonds to the public); (iii) a purchaser of any of the Bonds is a “ related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (iv) “sale date” means the date of execution of this Purchase Agreement by all parties.

Section 4. The Official Statement. By their acceptance of this proposal, the Authority and the City ratify, confirm and approve of the use and distribution by the Underwriter prior to the date hereof of the Preliminary Official Statement relating to the Bonds dated [POS Date] (including the cover page, all appendices and all information incorporated therein and any other supplements or amendments thereto and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “ Preliminary Official Statement”) that authorized officers of the City and the Authority deemed “final” as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“ Rule 15c2-12”), except for certain information that is permitted to be omitted therefrom by Rule 15c2-12. The Authority and the City agree to deliver or cause to be delivered to the Underwriter, within seven business days of the date hereof, copies of the final official statement, dated the date hereof, relating to the Bonds (including all information that was previously permitted to have been omitted by Rule 15c2-12), including the cover page, all appendices, all information incorporated therein and any amendments or supplements as have been approved by the Authority, the City and the Underwriter (the “ Official Statement ”) in such quantity as the Underwriter shall reasonably reque st to comply with Section (b)(4) of Rule 15c2 -12 and the rules of the Municipal Securities Rulemaking Board (the “MSRB”).

The Underwriter hereby agrees that it will not request that payment be made by any purchaser of the Bonds prior to delivery by the Underwriter to the purchaser of a copy of the Official Statement.

The Underwriter agrees: (i) to provide the Authority and the City with final pricing information on the Bonds on a timely basis; and (ii) to file a copy of the Official Statement, including an y supplements prepared by the Authority or the City in accordance with MSRB rules with the MSRB at http://emma.msrb.org. The Authority and the City hereby approve of the use and distribution by the Underwriter of the Preliminary Official Statement in connection with the offer and sale of the Bonds.

The Authority and the City will cooperate with the Underwriter in the filing by the Underwriter of the Official Statement with the MSRB.

Section 5. Closing. At 8:30 a.m., California time, on [Closing Date], or at such other time or date as the Authority and the Underwriter agree upon (the “ Closing Date”), the Authority shall 117
7 deliver or cause to be delivered to the Trustee, the Bonds, in definitive form, registered in the name of Cede & Co., as the nominee of The Depositor y Trust Company (“ DTC”), so that the Bonds may be authenticated by the Trustee and credited to the account specified by the Underwriter under DTC’s FAST procedures. Concurrently with the delivery of the Bonds, the Authority and the City will deliver the documents hereinafter mentioned at the offices of Orrick, Herrington & Sutcliffe LLP, Los Angeles (“Bond Counsel”), or another place to be mutually agreed upon by the Authority, the City and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in immediately available funds. This payment for and delivery of the Bonds, together with the delivery of the aforementioned documents, is herein called the “Closing.”
The Bonds shall be registered in the name of Cede & Co., as nominee of DTC in denominations of five thousand dollars ($5,000) or any integral multiple thereof. The Authority and the City acknowledge that the services of DTC will be used initially by the Underwriter in order to permit the issuance of the Bonds in book -entry form, and agree to cooperate fully with the Underwriter in employing such services.

Section 6. Representations, Warranties and Co venants of the Authority. The Authority represents, warrants and covenants to the Underwriter and the City that:
(a) The Authority is a public body that is duly organized and existing under the Constitution and laws of the State of California (the “State”), including Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “ JPA Act”) and the Joint Exercise of Powers Agreement, dated [______________, 2024] (the “JPA Agreement”), by and between the City and the California Statewide Communities Development Authority. (b) The Authority has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the Authority Documents.
(c) By all necessary official action at regular meetings of the Authority’s Board of Directors that were duly noticed and held, the Authority has adopted the Authority Resolution s, has duly authorized and approved the issuance of the Bonds and the execution of the Authority Documents, has duly authorized and approved the Preliminary Official Statement, will, by execution thereof, duly authorize and approve the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents and the consummation by it of all other transactions contemplated by the Authority Docume nts in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the Authority Documents will constitute the legally valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against joint powers authorities in the State. The Authority has complied, and will at the Closing be in compliance in all material respects, with the terms of the Authority Documents.
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8 (d) The Authority is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party which breach or default has or may have a materially adverse effect on the ability of the Authority to perform its obligations under the Authority Documents, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the adoption, execution and delivery of the Authority Documents, if applicable, and compliance with the provisions on the Authority’s part conta ined therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agree ment or other instrument to which the Authority is a party, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Documents.
(e) All material authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the du e performance by the Authority of its obligations in connection with the Authority Documents have been duly obtained or, when required for future performance, are expected to be obtained, other than such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permit s, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations under the Authority Documents have been duly obtained. (f) The Authority hereby agrees that it will notify the other parties hereto if, within the period from the date of this Purchase Agreement to and including the date that is twenty-five (25) days following the end of the underwriting period (as such term is defined below), the Authority discovers any pre-existing or subsequent fact or becomes aware of the occurrence of any event, in any such case, which might cause the Official Statement (as the same may have then been supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light o f the circumstances under which they were made, not misleading.
(g) As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental authority, public board or body, pending, with service of process upon the Authority having been accomplished, or threatened in writing to the Authority: (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, the payment or collection of Installment Sale Payments with respect to the Installment Sale Agreement or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds , or in any way contesting or affecting the validity of the Bonds or the other 119
9 Authority Documents or the consummation of the transa ctions contemplated thereby or hereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the Authority or its authority to issue the Bonds; (iii) which would be likely to result in any material adverse chang e relating to the business, operations or financial condition of the Authority; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(h) To the Authority’s knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of paragraph 6(g). (i) The information set forth under the caption [“THE AUTHORITY” ] in the Preliminary Official Statement as of its date does not and in the Official Statement as of the date hereof and as of the Closing Date does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(j) The Authority will refrain from taking any action, or permitting any action to be taken, with regard to which the Authority may exercise control, that r esults in the loss of the tax-exempt status of the interest on the Bonds.
(k) Between the date of this Purchase Agreement and twenty-five (25) days after the end of the underwriting period (as hereinafter defined) , the Authority will not, without the prior written consent of the Underwriter, offer or issue any certificates, bonds, notes, or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the Installment Sale Payments.
(l) The Authority will refrain from taking any action, or permitting any action to be taken, to reduce the amount of the Installment Sale Payments while the Bonds are Outstanding, and the Authority will collect the Installment Sale Payments in accordance with the Installment Sale Agreement.
(m) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the execution, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the Authority to the Underwriter and the City as to the statements made therein but not of the person signing such certificate.

Section 7. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter and the Authority that:
(a) The City is a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State. (b) The City has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the City Documents.
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10 (c) By all necessary official action, the City has adopted the City Resolutions, has duly authorized and approved the City Documents, has duly authorized and approved the Preliminary Official Statement and the Official Statement and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the City Documents in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the City Documents will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms , except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against municipal corporations in the State. The City has complied, and will at the Closing be in compliance in all material respects, with the terms of the City Documents. (d) The City is not in any material respect in breach of or default under a ny applicable constitutional provision, law, ordinance or administrative rule or regulation of the State, the County or the Transportation Authority, or administrative regulation of any state or of the United States, or any agency or instrumentality thereof either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party which breach or default has or may have a materially adverse effect on the ability of the City to perform its obligations under the City Documents, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the adoption, execution and delivery of the City Documents, if applicable, and compliance with the provisions on the City’s part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regu lation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City or under the terms of any such law, regulation or instrument, except as may be provided by the City Documents.
(e) To the best of the City’s knowl edge as confirmed by an officer of the City on or about the date of the Preliminary Official Statement, the Transportation Authority is not in any material respect in breach of or default under the Measure A Ordinance, the Investment Plan, any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Transportation Authority is a party which breach or default has or may have a materially adverse effect on the ability of the Transporta tion Authority to perform its obligations, including to meet debt service requirements, under any of its limited tax bonds or similar obligations payable from Measure A Revenues, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument.
(f) All material authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the City of its obligations in connection with the City Documents have been duly obtained or, when 121
11 required for future performance, are expected to be obtained, other than such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in conne ction with the offering and sale of the Bonds; except as described in or contemplated by the Preliminary Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission ha ving jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained.
(g) The Preliminary Official Statement was as of its date and at the date hereof, and the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement did not as of its date and at the hereof, and the Official Statement does not and will not, at all times subsequent to the date of the Official Statement up to and including the Closing, contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (except that this representation does not include statements in the Official Statement under the captions [“THE AUTHORITY ” and “UNDERWRITING”], information regarding DTC and its book-entry only system, and information regarding the Insurer, the Policy and the Reserve Policy, as to which no view is expressed).
(h) The City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental authority prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (i) As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, there is no a ction, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental authority, public board or body, pending, with service of process upon the City having been accomplished, or threatened in writing to the City: (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, the payment or collection of Installment Sale Payments or any other amounts pledged or to be pledged to pay the principal of and interest on the Bonds, the payment or collection of Measure A Receipts or Measure A Revenues or any other amounts pledged or to be pledged to pay Installment Sale Payments, or in any way contesting or affecting the validity of the Bonds or the City Documents or the consummation of the transactions contemplated thereby or hereby, or contesting the exclusion of the interest on the Bonds from taxation, or contesting the powers of the Authority to issue the Bonds; (iii) which would be likely to result in any material adverse change relating the City’s ability to pay Installment Sale Payments when due or the City’s right to receive and expend Measure A Receipts on the Project or the payment of Installment Sale Payments when due; (iv) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the City; or (v) contesting the complet eness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omi tted to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
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12 (j) To the City’s knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (v) of paragraph 7(i). (k) Until the date which is twenty-five (25) days after the end of the underwriting period, if any event shall occur of which the City is aware that would cause the Official Statement to contain any untrue statement of a material fact or omit to state a material fact that is necessary in order to make the statements in the Official Statement, in light of the circumstances under which the y were made, not misleading (except that this representation does not include information regarding DTC and its book entry only system, and information regarding the Insurer, the Policy, and the Reserve Policy, as to which no view is expressed), the City shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter’s reasonable opinion, so th at the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time and the City shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the term “ end of the underwriting period” means the later of such time as: (i) the Authority delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the end of the underwriting period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered by the Underwriter to the City at or prior to the Closing Date of the Bonds and shall specify a date (other than the Closing Date) to be deemed the end of the underwriting period. (l) Except as disclosed in the Preliminary Official Statement and the Official Statement, the City has not within the last five years failed to comply in any material respect with any continuing disclosure undertakings with regard to Rule 15c2-12 to provide annual reports or notices of material events specified in such rule.
(m) The City will refrain from taking any act ion, or permitting any action to be taken, with regard to which the City may exercise control, that results in the loss of the tax -exempt status of the interest on the Bonds.
(n) The financial statements relating to the receipts, expenditures and cash balances of the City as of [June 30, 2023] attached as [Appendix C] to the Official Statement fairly represent the receipts, expenditures and cash balances of the City. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Underwriter, there has not been any materially adverse change in the financial condition of the City or in its operations since [June 30, 2023] and there has been no occurrence, circ umstance or combination thereof which is reasonably expected to result in any such materially adverse change.
(o) To the extent required by law, the City will undertake, pursuant to the Continuing Disclosure Certificate, to provide annual reports and notices o f certain events. A form of the Continuing Disclosure Certificate is set forth in [Appendix E] to the Preliminary Official Statement and will also be set forth in the Official Statement.
(p) Between the date of this Purchase Agreement and twenty-five (25) days after the end of the underwriting period, the City will not, without the prior written consent of the Underwriter, offer or issue any certificates, bonds, notes, or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the Measure A Receipts.
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13 (q) Any certificate signed by any officer of the City authorized to execute such certificate in connection with the execution, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the City to the Underwriter and the Authority as to the statements made therein but not of the person signing such certificate.

Section 8. Conditions to the Obligations of the Underwriter. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Authority and the City contained herein. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the statements of the officers and other officials of the Authority and of the City, as well as authorized representatives of Bond Counsel and the Trustee made in any certificates or other documents furnished pursuant to the provisions hereof; to the performance by the Authority and the City of their obligations to be performed under the Authority Documents and the City Documents, respectively, at or prior to the Closing Date; and to the following additional conditions:
(a) The representations, warranties and covenants of the City and the Authority contained herein shall be true and correct at the date hereof and at the time of the Closing, as if made on the Closing Date.
(b) At the time of Closing, the City Documents and the Authority Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto, and the City Documents, the Authority Documents and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter.
(c) At the time of the Closing, no material default shall have occurred or be existing under the City Documents, the Authority Documents or any other agreement or document pursuant to which any of the City’s financial obligations were executed and delivered , and the City and the Authority shall not be in default in the payment of principal or interest with respect to any of their respective financial obligations , which default would materially adversely impact the ability of the City to pay the Installment Sale Payments or the Authority to pay the Bonds. (d) In recognition of the desire of the Authority, the City and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, this Purchase Agreement shall be subject to termination in the discretion of the Underwriter by notification, in writing, to the Author ity and the City prior to delivery of and payment for the Bonds, if between the date hereof and the time of Closing , in the Underwriter’s sole and reasonable judgment any of the following events shall occur (each a “Termination Event”):
(i) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by any of the following events:
(A) legislation shall have been enacted by the Congress of the United States or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President’s Cabinet, or a decision shall have been rendered by a court of the United States or the State or the Tax Court of the 124
14 United States, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the United States or the Internal Revenue Service, or other federal or state authority with appropriate jurisdiction, with respect to federal or state taxation upon interest received on ob ligations of the general character of the Bonds;
(B) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of t he United States or elsewhere or the escalation of such calamity or crisis; or
(C) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of U.S. Securities and Exchange Commission (“ SEC”) or any other governmental authority having jurisdiction; or
(D) legislation shall have been enacted by the Congress of the United States or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the SEC or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that any obligations of the general character of the Securities, or the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Trust Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or
(E) except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the City or the Authority shall have occurred; or
(F) any rating of the Bonds or the rating of any obligations of the City or the Insurer shall have been downgraded, withdrawn or placed on credit watch with negative outlook by any major credit rating agency; or
(ii) any event or circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Official Statement (other than any statement provided by the Underwriter) or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the Authority or the City refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversel y affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or
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15 (iii) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or (iv) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or
(v) any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or
(vi) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no -action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject ma tter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939; or (vii) the commencement of any action, suit or proceeding described in Section 6(g) or Section 7(i).

Subject to Section 18, upon the occurrence of a Termination Event and the termination of this Purchase Agreement by the Underwriter, all obligations of the Authority, the City and the Underwriter under this Purchase Agreement shall terminate, without further liability. (e) at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter:
(i) The executed Authority Resolutions;
(ii) The executed City Resolutions;
(iii) The City Documents and the Authority Documents, each duly executed and delivered by the respective parties thereto, wi th only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter; (iv) Specimen Bonds;
(v) The approving opinion of Bond Counsel dated the Closing Date and addressed to the City, in substantially the form attached as [Appendix D] to the Official Statement, and a reliance letter or letters thereon addressed to the Underwriter and the Trustee; (vi) A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter and the Insurer, to the effect that:
(A) the statements on the cover of the Official Statement and in the Official Statement under the captions [“INTRODUCTION,” “ THE SERIES 2025 BONDS,” 126
16 “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2025 BONDS,” and “TAX MATTERS,” and in Appendices B and D], excluding any material that may be treated as included under such captions and appendices by any cross -reference, insofar as such statements expressly summarize provisions of the City Documents, the Authority Documents and Bond Counsel’s final opinion concer ning certain federal tax matters relating to the Bonds, are accurate in all material respects, provided that Bond Counsel need not express any opinion with respect to any financial or statistical data contained therein or with respect to the book -entry system in which the Bonds are initially issued;
(B) The Purchase Agreement has been duly authorized, executed and delivered by the City and the Authority and constitutes the valid, legal and binding agreement of the City and the Authority, enforceable in accordan ce with its terms, except that the rights and obligations under the Purchase Agreement are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equita ble principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State; (C) The Continuing Disclosure Certificate has been duly authorized, executed and delivered by the City and constitutes the valid, legal and binding agreement of the City, enforceable in accordance with its terms, except that the rights and obligations under the Continuing Disclosure Certificate are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State; and (D) The Bonds are exempt from registration requirements pursuant to the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; provided that no opinion shall be expressed with respect to the Policy or the Reserve Policy;
(vii) The Official Statement, executed on behalf of the City and the Authority, and the Preliminary Official Statement;
(viii) Evidence that the rating on th e Bonds is as described in the Official Statement;
(ix) A certificate, dated the Closing Date, signed by a duly authorized officer of the Authority, satisfactory in form and substance to the Underwriter, to the effect that: (i) the Authority Resolutions were duly adopted at regular meeting s of the Authority held on _________, 2024 and _________, 2025, at which a quorum was present and acting throughout, are in full force and effect as of the date hereof and have not been amended, modified or supplemented, exc ept as agreed to by the Underwriter; (ii) the representations, warranties and covenants of the Authority contained in this Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date by the Authority, and the Authority has complied with, in all material respects, all of the terms and conditions of the Purchase Agreement required to be complied with by the Authority at or prior to the Closing Date ; (iii) no event affecting the Authority has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information t herein not misleading in any material respect; (iv) the 127
17 information and statements contained in the Official Statement under the caption [“THE AUTHORITY”] did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect ; and (v) the Authority is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including but not limited to the Installment Sale Agre ement) or other instrument to which the Authority is a party or is otherwise subject, which would have a material adverse impact on the Authority’s ability to perform its obligations under the Authority Documents, and no event has occurred and is continuin g which, with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument;
(x) A certificate, dated the Closing Date, signed by a duly authorized officer of the City, satisfactory in form and substance to the Underwriter, to the effect that: (i) the City Resolutions were duly adopted at regular meetings of the City Council of the City held on _________, 2024 and _________, 2025, at which a quorum was present and acting throughout, are in full force and effect as of the date hereof and ha ve not been amended, modified or supplemented, except as agreed to by the Underwriter; (ii) the representations, warranties and covenants of the City contained in this Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date by the City, and the City has complied with, in all material respects, all of the terms and conditions of the Purchase Agreement required to be compl ied with by the City at or prior to the Closing Date; (iii) no event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not mis leading in any material respect; (i v) the information and statements contained in the Official Statement (other than information in the Official Statement under the caption s [“THE AUTHORITY” and “UNDERWRITING”] and information regarding DTC and its book -entry only system, and information regarding the Insurer, the Policy and the Reserve Policy) did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect ; and (v) the City is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including but not limited to the Installment Sale Agreement) or other instrument to which the City is a party or is otherwi se subject, which would have a material adverse impact on the City’s ability to perform its obligations under the City Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument;
(xi) An opinion dated the Closing Date and addressed to the Underwriter and the Insurer, of Best Best & Krieger LLP, as counsel to the Authority, to the effect that:
(A) the Authority is duly organized and validly existing as a joint exercise of powers authority under the laws of the State of California and is possessed of full power to own and hold real and personal property and to lease, purchase and sell the same; (B) the A uthority Resolution s were duly adopted at regular meetings of the governing board of the Authority which were called and held pursuant to law, with all 128
18 public notice required by law and at which a quorum was present and acting throughout, are in full force and effect and ha ve not been modified, amended, rescinded or repealed since their respective date of adoption;
(C) the Authority has full right and lawful authority to execute and deliver the Authority Documents and such documents have been duly authorized, executed and delivered by and on behalf of the Authority, and assuming the due authorization, execution and delivery by the other parties thereto, the Authority Documents are valid and binding obligations of the Authority enforceable in accordance with the ir respective terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws, or by legal or equitable principles relating to or limiting creditors’ rights generally;
(D) except as otherwise disclosed in the Preliminary Offi cial Statement and the Official Statement, to the best knowledge of such counsel, there is no action, suit, proceeding, inquiry, or investigation before or by any court or public board or body pending , with service of process upon the Authority having been accomplished, or, to the best knowledge of such counsel, threatened in writing wherein an unfavorable decision, ruling, or finding would adversely affect the transactions contemplated by the Bonds, the Authority Documents or any other agreement, document, or certificate related to such transaction;
(E) insofar as it will have a material adverse effect on the ability of the Authority to enter into, carry out or perform its obligations under the foregoing agreements or to consummate the transactions contemplated thereby, to the best of our knowledge, the Authority is not in material breach of or default under any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority or any of its property or assets is otherwise subject, and, to the best of our knowledge no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument; and (F) no authorization, approval, consent, or order of any governmental agency or, to the best of our knowledge, any other person or corporation is required for the valid authorization, execution and delivery of the Authority Documents on behalf of the Authority that has not been obtained.
(xii) An opinion dated the Closing Date and addressed to the Underwriter and the Insurer, of Best Best & Krieger LLP, as City Attorney to the City, to the effect that:
(A) the City is a munic ipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State; (B) the City Resolutions were duly adopted at regular meetings of the City which were called and held pursuant to law, with all pub lic notice required by law and at which a quorum was present and acting throughout, are in full force and effect and ha ve not been modified, amended, rescinded or repealed since their respective date of adoption; (C) the City Documents have been duly authoriz ed, executed and delivered by the City and, assuming due authorization, execution and delivery by the other parties thereto, as applicable, constitute the valid and binding obligations of the City, except as enforcement 129
19 may be limited by bankruptcy, insolvency, moratorium, or similar laws, or by legal or equitable principles relating to or limiting creditors’ rights generally; (D) no consent, authorization or approval of, or filing or registration with, any governmental or regulatory officer or body which has not already been obtained is required to be obtained by the City for the execution and performance of the City Documents or the actions on the part of the City contemplated thereby, including causing the issuance of the Bonds; (E) except as otherwise disc losed in the Preliminary Official Statement and the Official Statement, to the best knowledge of such counsel, there is no litigation, proceeding, action, suit or investigation at law or in equity before or by any court, governmental authority or body, pending, with service of process upon the City having been accomplished, or, to the best knowledge of such counsel , threatened in writing against the City, challenging the creation, organization or existence of the City, or the validity of the City Documents or seeking to restrain or enjoin the payment or collection of Installment Sale Payments or any other amounts pledged or to be pledged to pay the principal of and interest on the Bonds, the payment or collection of Measure A Receipts or Measure A Revenues o r any other amounts pledged or to be pledged to pay Installment Sale Payments, the repayment of the Bonds or in any way contesting or affecting the validity of the City Documents or contesting the authority of the City to enter into or perform its obligati ons under any of the City Documents, which, in any manner, questions the right of the City to pay the Installment Sale Payments under the Installment Sale Agreement or the use of Measure A Revenues to pay Installment Sale Payments , or which may materially adversely affect the City’s ability to pay the Installment Sale Payments when due; and
(F) The execution and delivery of the City Documents and compliance with the provisions thereof do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument to which the City is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the City is subject, which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the City Documents; (xiii) A letter of Yocca Carlson & Rauth LLP, Newport Beach, as disclosure counsel to the City and the Authority, dated the Closing Date and addressed to the Underwriter and the Insurer, in substantially the form attached as Exhibit C hereto. (xiv) An opinion of Anzel Galvan LLP, San Francisco, California, counsel to the Underwriter, in form and substance satisfactory to the Underwriter; (xv) An opinion of counsel to the Trustee, addressed to the Underwriter and the Insurer, dated the Closing Date, to the effect that:
(A) The Trustee i s a national banking association duly organized, validly existing and in good standing under the laws of the United States having full power and authority and being qualified to enter into, accept and administer the trust created under the Trust Agreement to which it is a party and to enter into the Trust Agreement; (B) The Trust Agreement has been duly authorized, executed and delivered by the Trustee and constitute s the legal, valid and binding obligation of the Trustee enforceable against the Trustee in accordance with its terms, except as enforcement thereof may be 130
20 limited by bankruptcy, insolvency or other laws affecting enforcement of creditors’ rights generally and by the application of equitable principles if equitable remedies are sought; (C) To such counsel’s knowledge, the execution and delivery by the Trustee of the Trust Agreement and the performance of the obligations of the Trustee under the Trust Agreement by the Trustee, will not conflict with or contravene the Articles of Association or Bylaws of the Trustee, or any law, regulation or ruling of any court or governmental authority to which the Trustee is subject;
(D) To such counsel’s knowledge, no authorizatio n, approval, consent, or order of any governmental agency or regulatory authority having jurisdiction over the Trustee that has not been obtained by the Trustee is required for the authorization, execution, delivery and performance by the Trustee of the Trust Agreement; and (E) An authorized representative of the Trustee has duly authenticated the Bonds;
(xvi) A certificate, dated the Closing Date, signed by a duly authorized official of the Trustee, in form and substance satisfactory to the Underwriter, and an incum bency certificate of the Trustee;
(xvii) For each of the Bonds and the Installment Sale Agreement , the preliminary and final Statement of Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code;
(xviii) A copy of the executed Blanket Issuer Letter of Representations by and between the Authority and DTC relating to the book-entry system; (xix) A certificates regarding tax, arbitrage and use of proceeds of the City and the Authority relating to the Bonds in form and substance to the reasonable satisfaction of Bond Counsel and the Underwriter;
(xx) Certificates, dated the date of the Preliminary Official Statement, of the City and the Authority, as required under Rule 15c2-12; (xxi) Evidence that a debt management policy which complies with Section 8855 of the Government Code has been adopted by the City and the Authority; (xxii) Certified copies of the JPA Agreement and all amendments thereto and related certificates issued by the Secretary of State of the State (or, alternatively, a certificate of the Authority confirming that notice of the JPA Agreement and all amendments thereto have been filed with the Secretary of State prior to the Closing Date); (xxiii) A certificate of the Municipal Advisor to the effect that the Municipal Advisor has participated in the preparation of the Preliminary Official Statement and the Official Statement and nothing has come to the attention of the Municipal Advisor which would lead it to believe that the Preliminary Official Statement or the Official Statement contain any untrue statement of a material fact or omits to state a fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and 131
21 (xxiv) A copy of the Measure A Ordinance and the Investment Plan; (xxv) A letter from Santa Barbara County Association of Governments , as administrator of the Measure A Ordinance and the Investment Plan on behalf of the Transportation Authority, to the effect that Measure A Revenues may be used to pay for the cost of the Project, including any repayment of bonds or other financing costs incurred by the City in connection with the City's financing of the Project.
(xxvi) Evidence satisfactory to the Underwriter that the Trustee has received the Policy and the Reserve Policy from the Insurer;
(xxvii) An opinion of counsel to the Insurer, in form and substance satisfactory to the Underwriter and Bond Counsel, with respect to, among other matters, the Policy, and disclosures relating thereto in the Official Statement;
(xxviii) A certificate of the Insurer, in form and substance satisfactory to the Underwriter and Bond Counsel, with respect to, among other matters, the Policy and the Reserve Policy, and disclosures relating thereto in the Official Statement; and (xxix) Such additional legal opinions, certificates, proceedings, instruments or other documents as Bond Counsel or the Underwriter may reasonably request.

Section 9. Changes in Official Statement. Within 90 days after the Closing or within 25 days following the “end of the underwriting period” (as defined in Rule 15c2 -12), whichever occurs first, if any event relating to or affecting the Bonds, the Trustee, the City or the Authority shall occur as a result of which it is necessary, in t he reasonable opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in the light of the circumstances existing at the time it is delivered to a purchaser, the Authority will forthwith prepare and furnish to the Underwriter an amendment or supplement that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to purchaser, not misleading. The City and the Authority shall cooperate with the Underwriter in the filing by the Underwri ter of such amendment or supplement to the Official Statement with the MSRB. The Underwriter acknowledges that the “end of the underwriting period” will be the Closing Date unless the Underwriter notifies the City and the Authority otherwise.

Section 10. Expenses. Whether or not the Bonds are sold to the Underwriter, the Underwriter shall be under no obligation to pay any expenses incident to the performance of the obligations of the City and the Authority hereunder. If the Bonds are delivered by the Authority to the Underwriter, the Authority and the City shall pay, from the proceeds of the Bonds or from other funds of the Authority or the City, the following expenses: (a) the cost of preparing, duplicating or printing, mailing and delivering the City Documents, th e Authority Documents , the Preliminary Official Statement, the Official Statement and all other agreements and documents that are contemplated therein and hereby (and drafts of any thereof); (b) the cost of preparation and printing of the definitive Bonds; (c) the fees and expenses of the Authority, the City, the Trustee, Bond Counsel, Disclosure Counsel, the Municipal Advisor, any entity retained by the Authority or the City to perform continuing disclosure compliance research or provid e continuing disclosure compliance reports and any other experts or consultants retained by the Authority or the City; (d) the charges of any rating agency with 132
22 respect to the Bonds; (e) premiums and other expenses relating to the Policy and the Reserve Policy; (f) reimbursement to the Underwriter for payment of any fees and expenses reasonably incurred in connection with the initial offering, sale and delivery of the Bonds, including but not limited to industry fees (e.g., DTC, DAC, IPREO, CUSIP and Day Loan fees) only if the City, the Authority and Underwriter have previously discussed and approved the allocation of proceeds towards these fees, and meal and travel expenses of the personnel of the City or the Authority, but not including entertainment expenses or those to be p aid by the Underwriter pursuant to the last paragraph of this Section 10 ; and ( g) all other fees and expenses, not including entertainment expenses, reasonably incurred in connection with the preparation of the City Documents, the Authority Documents , the Preliminary Official Statement, the Official Statement and all other agreements and documents that are contemplated hereby (and drafts of any thereof) and/or the initial offering, sale and delivery of the Bonds. The City and the Authority have authorized, and do hereby authorize, the Underwriter to pay such expenses on behalf of the City and the Authority from proceeds of the Bonds at Closing as further described in the closing memorandum relating to the Bonds.

If the Bonds are sold to the Underwriter by the Authority, the Authority and the City shall pay out of the proceeds of the Bonds the discount of the Underwriter or the purchase price paid for the Bonds shall reflect such discount.

Except as otherwise provided in this Section 10, the Underwriter shall pay the cost, if any, of qualifying the Bonds for sale in the various states chosen by the Underwriter, all advertising expenses in connection with the public offering of the Bonds and all other expenses incurred by it in connection with its public offering and distribution of the Bonds, not described above.

Section 11. Qualification of Bonds . The Authority and the City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and to provide for the continuance of such qualification; provided, however, that neither the City nor the Authority will be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any state.

Section 12. Notices. Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writi ng to Stifel, Nicolaus & Company, Incorporated , 2121 Avenue of the Stars, Suite 2150, Los Angeles, California 90067, Attention: Sara Brown . All notices or communications hereunder by any party shall be given and served upon each other party. Any notice or communication to be given to the City or the Authority under this Purchase Agreement may be given by delivering the same in writing to the applicable address set forth on the first page of this Purchase Agreement.

Section 13. Parties in Interest. This Purchase Agreement is made solely for the benefit of the City, the Authority and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. Except as otherwise expressly provided herein, all of the agreements and representations of the Authority and the City contained in this Purchase Agreement and in any certificates delivered pursuant hereto shall remain operative and in full force and effect regardless of: (i) any investigation mad e by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds hereunder; or (iii) any termination of this Purchase Agreement.
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23 Section 14. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be i nvalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

Section 15. Entire Agreement. This Purchase Agreement contains the entire agreement between the parties relating to the subjec t matter hereof and supersedes all oral statements, prior writings and representations with respect thereto.

Section 16. Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 17. Survival of Representations and Warranties . The representations and warranties of the City and the Authority in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the City and the Authority and regardless of delivery of and payment for the Bonds.

Section 18. Waiver of Jury Trial . THE AUTHORITY AND THE CITY HEREBY

IRREVOCABLY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF

OR RELATING TO THIS PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 19. Effectiveness. This Purc hase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and the Authority and shall be valid and enforceable as of the time of such acceptance. [Signature Page Follows]
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Section 20. Governing Law. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State.

STIFEL, NICOLAUS & COMPANY,

INCORPORATED
By:

Title: Authorized Officer

Accepted as of the date first stated above:

CITY OF GOLETA
By:

Its:

Printed Name:

Time of Execution: _____ a.m./p.m. Pacific Time

GOLETA FACILITIES FINANCING AUTHORITY
By:

Its:

Printed Name:

Time of Execution: _____ a.m./p.m. Pacific Time

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A-1

EXHIBIT A

GOLETA FACILITIES FINANCING AUTHORITY
Local Measure A Transportation Sales Tax Revenue Bonds, Series 2025

MATURITY SCHEDULE
Maturity Date
(November 1)
Principal
Amount
Interest
Rate Yield
Initial
Offering
Price
10% Test
Used
10% Test
Satisfied
Hold-the-
Offering-
Price Rule
Used
$ % %

______________
C Priced to first optional redemption date of ______ 1, 20__ at par.

T Term Bond.

I Insured Bonds.

136
A-2

REDEMPTION PROVISIONS

Optional Redemption. The Bonds maturing on or after November 1, 20__, shall be subject to optional redemption prior to maturity, at the option of the Authority upon direction of the City, on or after November 1, 20__ in whole or in part (by lot within any maturity), on any date, at a Redemption Price equal to the principal amount to be redeemed, plus accrued interest to the date fixed for redemption, without premium.

Mandatory Redemption . The Bonds shall be subject to mandatory redemption prior to maturity, in whole or in pa rt (by lot among Bonds with the same maturity in any manner which the Trustee in its sole discretion shall deem appropriate), on any date, from amounts received upon the acceleration of Installment Sale Payments upon the occurrence of an event of default u nder the Agreement, at a Redemption Price equal to the principal amount to be redeemed, plus accrued interest to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption . The Bonds maturing on November 1, 20__, are subject to mandatory redemption on November 1 of each year commencing November 1, 20__, in part, from mandatory sinking fund payments, on each November 1 specified below, at a Redemption Price equal to the principal amount of the Bonds to be redeemed, without premium , plus accrued interest thereon to the date of redemption, in the aggregate respective principal amounts in the respective years as follows:

Mandatory Redemption
Date (November 1)
Principal
Amount
20__
20__
20__
20__
20__*
___________
* Maturity date

137

B-1

EXHIBIT B

GOLETA FACILITIES FINANCING AUTHORITY
Local Measure A Transportation Sales Tax Revenue Bonds, Series 2025

FORM OF ISSUE PRICE CERTIFICATE

The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated (“Stifel”) hereby certifies as set forth below with respect to the sale and delivery of the above-captioned obligations (the “Bonds”).

1. Sale of the General Rule Maturities . As of the dat e of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Stifel offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equival ent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated [Pricing Date], by and among Stifel, as the Underwriter (as defined below), the City of Goleta, California and the Issuer (as defined below), Stifel has agreed in writing that: (i) for each Maturity of the Hold -the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Pric e for such Maturity during the Holding Period for such Maturity (the “hold -the-offering-price rule”); and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third -party distribution agreement shall contain the agreement of each broker -dealer who is a party to the third -party distribution agreement, to comply with the hold -the-offering-price rule. Pursuant to such agreement, no Underwriter has offered or sold any Maturity of the Hold -the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (which Sale Date is [Pricing Date]), or (ii) the date on which Stifel has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
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B-2

(d) Issuer means the Goleta Facilities Financing Authority. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [Pricing Date]. (h) Underwriter means: (i) any person that agrees pursuant to a written contract with the Issuer and the City of Goleta , California (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public; and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel’s interpretation of any laws, in cluding specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer and the City of Goleta, California with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer or the City of Goleta, California from time to time relating to the Bonds. The certifications contained herein are not necessarily based on personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein.

STIFEL, NICOLAUS & COMPANY,

INCORPORATED
By:

Name:

By:

Name:

Dated: [Closing Date]
139

B-3

SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING

PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)

140

B-4

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
141

C-1

EXHIBIT C

FORM OF DISCLOSURE COUNSEL LETTER
________, 2025
Stifel, Nicolaus & Company, Incorporated
Los Angeles, California
Re: $_____________ Goleta Facilities Financing Authority Local Measure A Transportation Sales Tax Revenue Bonds, Series 2025A
Ladies and Gentlemen:

We have acted as Disclosure Counsel to the Goleta Facilities Financing Authority (the “Authority”) and the City of Goleta (the “City”) in connection with the issuance by the Authority of the above -referenced bonds (the “Bonds”). The Bonds are being delive red pursuant to a Trust Agreement dated as of February 1, 2025 (the “Trust Agreement”), by and among the Authority, the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Bond Purchase Agreement dated February __, 2025 (the “Purchase Agreement”), among Stifel, Nicolaus & Company, Incorporated, (the “Underwriter”), the Authority and the City. This letter is being delivered to you pursuant to Section [8(e)(xv)] of the Purchase Agreement.

In rendering the advice contained herein, we have examined originals or copies certified or otherwise identified to our satisfaction of: (i) the Preliminary Official Statement dated February __, 2025 (the “Preliminary Official Statement”) relating to the Bonds; (ii) the Official Statement, dated February __, 2025 (the “Official Statement”), relating to the Bonds; and (iii) the agreements, letters, certificates, and opinions delivered to you pursuant to Section [8] of the Purchase Agreement. We do not assume any responsibility for any electronic version of the Preliminary Official Statement or the Official Statement and assume that any such version is identical in all respects to the version printed at closing for the transcript.

We have assumed, but not independently verified, that the signatures on all documents, letters, opinions and certificates which we have examined are genuine, that all documents submitted to us are authentic and were duly and properly executed by the parties thereto and that all representations made in the documents that we have reviewed are true and accurate.

We express no opinion regarding any tax consequences with respect to the Bonds. No opinion is expressed herein with respect to the compliance with, or applicability of, any “blue sky” laws of any state as they relate to the offer or sale of the Bonds.

We are not passing upon and have not undertaken to determine independently or to verify the accuracy or completeness of the stat ements contained in the Preliminary Official Statement and the Official Statement and are, therefore, unable to make any representation to you in that regard . Based on our participation in c onferences prior to the date of the Official Statement with repr esentatives of the Authority and the City, Urban Futures, Inc., as municipal advisor to the City, the City Attorney, the Underwriter, Underwriter’s counsel, and others, during which the content of the Preliminary 142
C-2

Official Statement and the Official Stateme nt and related matters were discussed, our reliance on the oral and written statements of the Authority, the City and others, our review of and reliance upon the documents, certificates, instructions and records and the opinions of counsel described above and our understanding of applicable law, and subject to the limitations on o ur role as Disclosure Counsel, we advise you as a matter of fact but not opinion that no information has come to the attention of the attorneys in the firm representing the Authority and the City as Disclosure Counsel on this matter which caused us to believe that: (a) the Preliminary Official Statement as of its date or as of February __, 2025 (excluding therefrom financial, demographic and statistical data; forecasts, projections , estimates, assumptions and expressions of opinions; information relating to DTC and its book -entry only system; information under the captions “TAX MATTERS” and “UNDERWRITING”; and the Appendices to the Preliminary Official Statement as to which we expre ss no view) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such information as is perm itted to be excluded from the Preliminary Official Statement pursuant to Rule 15c2-12, including but not limited to information as to pricing, yields, interest rates, maturities, amortization, redemption provisions, ratings, debt service requirements, Unde rwriters’ discount and CUSIP numbers; or (b) the Official Statement as of its date and as of the date hereof (excluding therefrom financial, demographic, statistical or economic or demographic data; forecasts, numbers, charts, tables, graphs, projections, estimates, assumptions and expressions of opinions; information relating to DTC and its book -entry only system or CUSIP numbers; information under the captions “TAX MATTERS” and “UNDERWRITING”; and the Appendices to the Official Statement , as to which we express no view) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made , not misleading. However, in providing advice and assistance as Disclosure Counsel, we provided no independent diligence on the MSRB’s Electronic Municipal Market Access website, and we express no view regarding the City’s or the City’s related entities’ compliance with any oblig ation to file annual reports or provide notice of events, each as described in Rule 15c2-12. Finally, we advise you that, other than reviewing the various certificates and opinions required by Section [8] of the Purchase Agreement, we have not taken any s teps since the date of the Official Statement to verify the accuracy of the statements contained in the Preliminary Official Statement or the Official Statement as of the date hereof. No responsibility is undertaken or opinion rendered with respect to any other disclosure document, materials or activity, or as to any information from another document or source referred to by, or incorporated by reference in, the Official Statement.

By acceptance of this letter you acknowledge that the preceding paragraph i s neither a legal opinion nor a guarantee regarding the Preliminary Official Statement or the Official Statement; rather it is a statement of negative assurance regarding factual information that did not come to the attention of the attorneys in our firm w orking on this matter during the limited activities that we performed as Disclosure Counsel. Our services did not include financial or other non-legal advice.

By acceptance of the letter, the Underwriter recognizes and acknowledges that: (i) the advice herein is based on certain limited activities performed by specific attorneys in our firm in our role as Disclosure Counsel; (ii ) the scope of the activities performed by such attorneys in our role as Disclosure Counsel and for purposes of delivering such a dvice was inherently limited and does not purport to encompass all activities necessary for compliance by the Underwriters with applicable state and federal securities laws; and (iii) the activities performed by such attorneys in our role as Disclosure Counsel rely in part by representations, warranties, certifications and opinions of other parties to the 143
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transaction, including representations, warranties and certifications made by the Authority, the City, the Underwriter and others.

This letter is furnished by us as Disclosure Counsel to the Authority and the City. No attorney- client relationship has existed or exists between our firm and you in connection with the Bonds or by virtue of this letter. This letter is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose without our prior written consent. This letter is not intended to and may not be relied upon by owners of Bonds or any beneficial interest therein.

Our engagement with respect to the Bonds terminates as of the date hereof, and we have not undertaken any duty, and expressly disclaim any responsibility, to advise you as to events occurring after the date hereof with respect to the Bonds or other matters discussed here in or in the Official Statement.

Respectfully submitted,

144
Attachment 5

Resolution No. 24 -__ entitled, “A Resolution of the Board of Directors of the Goleta Facilities Financing Authority Authorizing the Execution and Delivery by the Authority of a Ground Lease, Lease Agreement, Indenture, Assignment Agreement, and Bond Purchase Agreement in Connection with the Issuance of Goleta Facilities Financing Authority Lease Revenue Bonds, Series 2025A, Approving the Issuance of Such Bonds in an Aggregate Principal Amount of Not to Exceed $23,000,000, and Authorizing the Execution of Final and Necessary Documents and Certificates and Related Actions.” 145

4878-9188-0647v8/202040-0002

GOLETA FACILITIES FINANCING AUTHORITY
RESOLUTION NO. 24-__

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE GOLETA

FACILITIES FINANCING AUTHORITY AUTHORIZING THE EXECUTION

AND DELIVERY BY THE AUTHORITY OF A GROUND LEASE, LEASE

AGREEMENT, INDENTURE, ASSIGNMENT AGREEMENT, AND BOND

PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF

GOLETA FACILITIES FINANCING AUTHORITY LEASE REVENUE BONDS,

APPROVING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED $23,000,000, AND

AUTHORIZING THE EXECUTION OF FINAL AND NECESSARY

DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS
WHEREAS, the Goleta Facilities Financing Authority (the “Authority”) is a joint exercise of powers authority duly organized and existing pursuant to the laws of the State of California and that certain Joint Exercise of Powers Agreement between the City and the California Statewide Com munities Development Authority (the “Joint Powers Agreement”) ; and
WHEREAS, pursuant to the Joint Powers Agreement and Section 6588(h) of the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Ac t”), the Authority has the legal authority to lease and sublease lands, structures, real or personal property, and other interests in lands that are located within the State of California that the Authority determines are necessary or convenient for the financing of public capital improvements, or any portion thereof; and WHEREAS, the City and the Authority desire to finance all or a portion of the costs of the design, acquisition, construction and/or installation of certain public capital improvements to be located in the City, including some or all of the following: the Ekwill Street and Fowler Road extension (including the Hollister Avenue Old Town interim striping project), Cathedral Oaks crib wall repair, San Jose Creek bike path, Hollister Avenue Brid ge replacement, and Goleta Train Depot and South La Patera improvements (collectively, the “Project”); and WHEREAS, the City is a member of the Authority and the Project is located within the boundaries of the City; and
WHEREAS, the City has, prior to the consideration of this Resolution, held a public hearing on the financing of the Project in accordance with Section 6586.5 of the Act, which hearing was held at 130 Cremona Drive, Goleta, California 93117 on December 3, 2024, and adopted its resolution appr oving the financing and making a finding of significant public benefit in accordance with the Act; and
WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in The Santa Barbara Independent, an adjudicated local newspaper of general circulation in the City; and 146

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WHEREAS, the Authority and the City have determined that it would be in the best interests of the Authority, the City and residents of the City to authorize the preparation, sale and delivery of the “ Goleta Facilities Financing Authority Lease Revenue Bonds, Series 2025A” (the “Bonds”) for the purpose of financing all or a portion of the Project; and WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into a Ground Lease between the City and the Authority (the “Ground Lease”) pursuant to which the City will lease certain real property, which real property shall consist of one or more of the following City -owned facilities and the land on which such facilities are located: City Hall, Goleta Valley Library, Goleta Community Center (or portions thereof), City Corporation Yard, and one or more park or open space properties, as determined by the City Manager or his authorized designees (collectively, the “Leased Assets”) to the Authority, and a Lease Agreement between the City and the Authority (the “Lease Agreement”), pursuant to which the City will lease the Leased Assets back from the Authority, and pay certain Base Rental Payments (as defined in the Lease Agreement), which will be pledged to the owners of the Bonds by the Authority pursuant to an Indenture by and among The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), the City and the Authority (the “Indenture”); and WHEREAS, the Authority and the Trustee desire to enter into an Assignment Agreement in order to provide, among other things, that all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee; and WHEREAS, the Authority will issue the Bonds pursuant to the Act; and WHEREAS, on April 20, 2018, the City Council of the City adopted a revised Debt Management Policy for the City, that complies with Government Code Section 8855(i ) (the “Debt Management Policy”), which Debt Management Policy is by this Resolution hereby adopted by the Authority, and the sale and issuance of the Bonds as contemplated by this Resolution complies with the Debt Management Policy; and WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Bonds; and
WHEREAS, the City and the Authority have selected Stifel, Nicolaus & Company, Incorporated, to act as underwriter (the “Underwriter”) and to purchase the Bonds from the Authority pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”); and WHEREAS, good faith estimates of certain information relating to the Bonds are disclosed and set forth in Exhibit A attached to this Resolution as required by California Government Code Section 5852.1; such estimates were provided by Urban Futures, Inc. (the “Municipal Advisor ”), based on preliminary bond pricing information provided by the Underwriter; and
WHEREAS, the Board of Directors of the Authority (the “Board of Directors”) has been presented with the form of each document referred to herein, and the Board of Directors has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; and 147

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WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided.

NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE GOLETA FACILITIES

FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1:

All of the recitals herein contained are true and correct and the Board of Directors so finds. The Board of Directors of the Authority has determined and hereby finds that the Authority’s assistance in financing the Project by the issuance of the Bonds and related transactions will result in significant public benefits of the type described in Section 6586 (a) through (d), inclusive, of the Act.

SECTION 2:

The forms of the Lease Agreement and the Ground Lease, on file with the Secretary of the Authority, are hereby approved, and the Chair, Vice Chair, Executive Director, Treasurer, and Secre tary, and each of their authorized designees (the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Lease Agreement and the Ground Lease, respectively, in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the Lease Agreement and the Ground Lease shall terminate no later than May 1, 205 6 (provided that such term may be extended as provided therein) and the all-in true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 5.0% per annum. In the event that it is determined by the Executive Director, or his designee, that there are limitations or restrictions on the ability of the City to lease or sublease any portion of the Leased Assets as contemplated by the Ground Lease and Lease Agreement, or that other City-owned property would be more appropr iate to use as Leased Assets under the Ground Lease and the Lease Agreement the Executive Director, or h is designee, is hereby expressly authorized to designate other or additional real property of the City to be leased or subleased pursuant to the Ground Lease and Lease Agreement, with such designation to be conclusively evidenced by the execution and delivery of the Ground Lease and Lease Agreement by an Authorized Officer.

SECTION 3:

The form of Indenture, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture in substantially said form, with such changes, insertions and omissions therein a s the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof; provided, 148

4 4878-9188-0647v8/202040-0002
however, that the aggregate principal amount of the Bonds shall not exceed $23,000,000, the final maturity date of the Bonds shall be no later than May 1, 2056 and the all -in true interest cost applicable to the Bonds shall not exceed 5.0% per annum and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Bonds established at negotiated sale pursuant to the Bond Purchase Agreement. In the event that it is determined by the Treasurer, or his designee, that the funding or financing of capitalized interest on the Bonds would be in the best interests of the Authority, the Indenture may be modified to provide for capitalized interest on such basis as is determined by the Treasurer or his designee, such determination to be conclusively evidenced by the execution and delivery of the Indenture by an Authorized Officer.

SECTION 4:

The issuance of not to exceed $23,000,000 aggregate principal amount of the Bonds, in the principal amounts, bearing in terest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby authorized and approved.

SECTION 5:

The form of Assignment Agreement, on file with the Secretary of the Authority, is hereby approved, and the Author ized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Assignment Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Off icer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof.

SECTION 6:

The Bond Purchase Agreement, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name of the Authority to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter’s discount (not including any original issue discount paid by the Underwriter) from the principal amount of the Bonds in excess of one half of one percent (0.50%) of the aggregate principal amount of the Bonds.

SECTION 7:

Stradling Yocca Carlson & Rauth LLP, is hereby approved and appointed as Bond Counsel, Orrick, Herrington & Sutcliffe LLP, is hereby approved and appointed as Disclosure Counsel, Urban Futures, Inc., is hereby approved and appointed as Municipal Advisor, and The Bank of New York Mellon Trust Company, N.A. is hereby appointed as Trustee, each to provide such services to the Authority and any other related services as may be required to issue the Bonds. 149

5 4878-9188-0647v8/202040-0002
SECTION 8:

With the passage of this Resolution, the Authority here by adopts the City’s Debt Management Policy and certifies that such Debt Management Policy complies with Government Code Section 8855(i), and that the Authority’s financing described in this Resolution and its obligations under the Indenture as contemplated by this Resolution is in compliance with the Debt Management Policy, and to the extent the sale and issuance of the Bonds is not in compliance with the Debt Management Policy, such noncompliance is waived in accordance with the terms of the Debt Manageme nt Policy, and instructs Stradling Yocca Carlson & Rauth LLP, as Bond Counsel, on behalf of the Authority, with respect to the Bonds described in this Resolution, (a) to cause notices of the proposed sale and final sale of the Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Government Code Section 8855, and (b) to check, on behalf of the Authority, the “Yes” box relating to such certifications in the notice of proposed sale filed pursuant to Government Code Section 8855.

SECTION 9:

The officers and agents of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Specifically and without limiting the foregoing, the Executive Director and/or the Treasurer is authorized and directed to solicit and accept bids for bond insurance and, if applicable, a reserve account insurance policy, for the Bonds, provided he determines acceptance of the best bid will result in lower overall debt service or lower interest co st, and appropriate changes to each of the documents referenced herein to evidence such bond insurance and the terms thereof, are hereby authorized and approved. Anything to the contrary herein notwithstanding, in the event the Executive Director determines in consultation with the Municipal Advisor that the cost-efficient marketing of the Bonds requires creation of a funded reserve under the Indenture, each of the Indenture, Lease Agreement and other documents approved herein may be revised to reflect the funding of such a reserve. All actions heretofore taken by the Authorized Officers and the officers and agents of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified.

SECTION 10:

The Board hereby a pproves the execution and delivery of any and all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may b e permitted under Section 16.5 of the Government Code using DocuSign.
150

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SECTION 11:

This Resolution shall take effect from and after its date of adoption.

PASSED, APPROVED AND ADOPTED this 3rd day of December 2024.

PAULA PEROTTE, CHAIR

ATTEST: APPROVED AS TO FORM:

DEBORAH S. LOPEZ ISAAC ROSEN

SECRETARY OF THE BOARD ACTING CITY ATTORNEY AS GENERAL

COUNSEL OF THE AUTHORITY

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STATE OF CALIFORNIA )
COUNTY OF SANTA BARBARA ) ss.

CITY OF GOLETA )
I, DEBORAH S. LOPEZ, Secretary of the Board of Directors of the Goleta Facilities Financing Authority, DO HEREBY CERTIFY that the foregoing Resolution No. 24-__ was duly adopted by the Board of Directors of the Goleta Facilities Financing Authority at a regular meeting held on the 3rd day of December 2024 by the following vote of the Board:

AYES:

NOES:

ABSENT:

ABSTAIN:
(SEAL)

DEBORAH S. LOPEZ

SECRETARY OF THE BOARD

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EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the Authority by the Authority’s Municipal Advisor, Urban Futures, Inc., in consultation with Stifel, Nicolaus & Company, Incorporated, the Underwriter of the Bonds.

Principal Amount. The Municipal Advisor has informed the Authority that, based on the Authority’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be issued and sold is $17,410,000 (the “Estimated Principal Amount”), which excludes approximately $1,750,708 of net premium estimated to be generated based on current market conditions. Net premium is generated when, on a net aggregate basis for a single issuance of bonds, the price paid for such bonds is higher than the face value of such bonds. The Estimated Principal Amount plus the net premium represent the total estimated proceeds available in the aggregate amount of $19,160,708.

True Interest Cost of the Bonds . The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 4.27%.

Finance Charge of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for t he Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $436,734.

Amount of Proceeds to be Received. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal A mount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Authority for sale of the Bonds, less the fin ance charge of the Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $18,723,974.

Total Payment Amount . The Municipal Advisor has informed the Authority that, assuming that the Estimated Princ ipal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Authority will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $34,127,506, which excludes any reserves or capitalized interest paid or funded with proceeds of the Bonds (which may offset such total payment amount) and further excludes future administrative costs such as trustee and continuing disclosure costs. 153

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The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The actual principal amount of the Bonds issued and sold, the true interest cost thereof, the finance c harges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds issued and sold being different from the Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, (f) alterations to the Authority’s financing plan, or a combination of such factors.

154
Attachment 6

Form of Ground Lease
155
Stradling Draft of 11/15/24

4891-8414-2534v6/202040-0002
RECORDING REQUESTED BY:

Goleta Facilities Financing Authority
AND WHEN RECORDED RETURN TO:

Stradling Yocca Carlson & Rauth LLP
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Vanessa S. Legbandt, Esq.

[Space above for Recorder’s use.]

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11921 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

THE GRANTOR AND THE GRANTEE ARE GOVERNMENTAL AGENCIES.

GROUND LEASE
by and between

CITY OF GOLETA
and

GOLETA FACILITIES FINANCING AUTHORITY
Dated as of [February] 1, 2025
Relating to
$_____________

GOLETA FACILITIES FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2025A

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GROUND LEASE
THIS GROUND LEASE (this “Ground Lease”), executed and entered into as of [February] 1, 2025, is by and between the CITY OF GOLETA (the “City”), a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California, as lessor, and the GOLETA FACILITIES FINANCING AUTHORITY (the “Authority”), a joint exercise of powers entity duly organized and existing under the laws of the State of California, as lessee.

WITNESSETH:

WHEREAS, the City and the Authority desire to finance all or a portion of the acquisition, construction and/or installation of certain capital improvement projects in the City, including the Ekwill Street and Fowler Road extension (including the Hollister Avenue Ol d Town interim striping project), Cathedral Oaks crib wall repair, San Jose Creek bike path, Hollister Avenue Bridge replacement, and Goleta Train Depot and South La Patera improvements (collectively, the “Project”); WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery of the “ Goleta Facilities Financing Authority Lease Revenue Bonds, Series 2025A” (the “Series 2025A Bonds”) for the purpose of financing the Project;
WHEREAS, in order to facilitate the issuance of the Series 2025A Bonds, the City will lease certain real property described in Exhibit A attached hereto and the improvements located thereon (the “Property”) to the Authority pursuant to this Ground Lease and the City will sublease the Property back from the Authority pursuant to the Lease Agreement dated as of the date hereof (the “Lease Agreement”);
WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance all or a portion of the Project through the issuance by the Authority of the Series 2025A Bonds payable from the base rental payments (the “Base Rental Payments”) to be made by the City under the Lease Agreement; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide for the issuance of such bonds payable from the Base Rental Payments pursuant to an Indenture, dated as of the date hereof, by and among the Authority, the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”); WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of the date hereof (the “Assignment Agreement”);
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Ground Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Ground Lease;
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NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS
Except as otherwise defined herein, or unless the context clearly otherwise requires, words and phrases defined in the Lease Agreement shall have the same meaning in this Ground Lease.

ARTICLE II

LEASE OF THE PROPERTY; RENTAL
Section 2.01 Lease of Property. The City hereby leases to the Authority, and the Authority hereby leases from the City, for the benefit of the Owners of the Bonds, the Property, subject only to Permitted Encumbrances, to have and to hold for the term of this Ground Lease.

Section 2.02 Rental. The Authority shall pay to the City as and for rental of the Property hereunder, the sum of $1.00, the receipt of which is hereby acknowledged.

ARTICLE III

QUIET ENJOYMENT
The parties intend that the Property will be leased back to the City pursuant to the Lease Agreement for the term thereof. It is further intended that, to the extent provided herein and in the Lease Agreement, if an event of default occurs under the Lease Agreement, the Authority, or its assignee, will have the right, for the then remaining term of this Ground Lease to (a) take possession of the Property, subject to Permitted Encumbrances, (b) if it deems it appropriate, caus e an appraisal of the Property and a study of the then reasonable use thereof to be undertaken, and/or (c) relet the Property. Subject to any rights the City may have under the Lease Agreement (in the absence of an event of default) to possession and enjoyment of the Property, the City hereby covenants and agrees that it will not take any action to prevent the Authority from having quiet and peaceable possession and enjoyment of the Property during the term hereof and will, at the request of the Author ity and at the City’s cost, to the extent that it may lawfully do so, join in any legal action in which the Authority asserts its right to such possession and enjoyment.

ARTICLE IV

SPECIAL COVENANTS AND PROVISIONS
Section 4.01 Waste. The Authority agrees that at all times that it is in possession of the Property, it will not commit, suffer or permit any waste on the Property, and that it will not willfully or knowingly use or permit the use of the Property for any illegal purpose or act.

Section 4.02 Further Assurances and Corrective Instru ments. The City and the Authority agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may 158

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reasonably be required for correc ting any inadequate or incorrect description of the Property hereby leased or intended so to be or for carrying out the expressed intention of this Ground Lease, the Indenture and the Lease Agreement.

Section 4.03 Waiver of Personal Liability. All liabilities under this Ground Lease on the part of the Authority shall be solely liabilities of the Authority as a joint exercise of powers entity, and the City hereby releases each and every member, director, officer, agent and employee of the Authority from any personal or individual liability under this Ground Lease. No member, director, officer, agent or employee of the Authority shall at any time or under any circumstances be individually or personally liable under this Ground Lease to the City or to any other party whom soever for anything done or omitted to be done by the Authority hereunder.

All liabilities under this Ground Lease on the part of the City shall be solely liabilities of the City as a public corporation, and the Authority hereby releases each and every mem ber, officer and employee of the City from any personal or individual liability under this Ground Lease. No member, officer or employee of the City shall at any time or under any circumstances be individually or personally liable under this Ground Lease t o the Authority or to any other party whomsoever for anything done or omitted to be done by the City hereunder.

Section 4.04 Taxes. The City covenants and agrees to pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Property.

Section 4.05 Right of Entry . The City reserves the right for any of its duly authorized representatives to enter upon the Property at any reasonable time to inspect the same.

Section 4.06 Representations of the City . The City represent s and warrants to the Authority and the Trustee as follows:
(a) the City has the full power and authority to enter into, to execute and to deliver this Ground Lease, and to perform all of its duties and obligations hereunder, and has duly authorized the execution of this Ground Lease;
(b) except for Permitted Encumbrances, the Property is not subject to any dedication, easement, right of way, reservation in patent, covenant, condition, restriction, lien or encumbrance which would prohibit or materially interfere wi th the use of the Property for governmental purposes as contemplated by the City;
(c) all taxes, assessments or impositions of any kind with respect to the Property, except current taxes, have been paid in full; and
(d) the Property is necessary to the City in ord er for the City to perform its governmental functions.

Section 4.07 Representations of the Authority. The Authority represents and warrants to the City and the Trustee that the Authority has the full power and authority to enter into, to execute and to deliver this Gr ound Lease, and to perform all of its duties and obligations hereunder, and has duly authorized the execution and delivery of this Ground Lease. 159

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ARTICLE V

ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING
Section 5.01 Assignment and Subleasing. This Ground Lease may be sold or assigned and the Property subleased, as a whole or in part, by the Authority without the necessity of obtaining the consent of the City, if an event of default occurs under the Lease Agreement. The Authority shall, within 30 days after such an assignment, sale or sublease, furnish or cause to be furnished to the City a true and correct copy of such assignment, sale or sublease, as the case may be.

Section 5.02 Restrictions on City. The City agrees that, except with respect to Permitted Encumbrances, it will not mortgag e, sell, encumber, assign, transfer or convey the Property or any portion thereof during the term of this Ground Lease.

ARTICLE VI

TERM; TERMINATION
Section 6.01 Term. The term of this Ground Lease shall commence as of the date of commencement of the term of the Lease Agreement and shall remain in full force and effect from such date to and including the Termination Date , unless such term is extended or sooner terminated as hereinafter provided.

Section 6.02 Extension; Early Termination. If, on the Termination Date, the Bonds shall not be fully paid, or provision therefor made in accordance with Article X of the Indenture, or the Indenture shall not be discharged by its terms, or if the Rental Payments payable under the Lease Agreement shall have been abated at any time, then the term of this Ground Lease shall be automatically extended until the date upon which all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, and the Indenture shall be discharged by its terms, except that the term of this Ground Lease shall in no event be extended more than ten years. If, prior to the Termination Date, all Bonds shall be fully paid, or provisions therefor made in accordance with Article X of the Indenture, and the Indenture shall be discharged by its terms, the term of this Ground Lease shall end simultaneously therewith.

ARTICLE VII

MISCELLANEOUS
Section 7.01 Binding Effect. This Ground Lease shall inure to the benefit of and shall be binding upon the City, the Authority and their respective successors and assigns.

Section 7.02 Severability. In the event any provision of this Ground Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 7.03 Amendments, Changes and Modifications. This Ground Lease may be amended, changed, modified, altered or terminated only in accordance with the provisions of the Lease Agreement.
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Section 7.04 Assignment to Trustee . The Authority and City acknowledge that the Authority has assigned its right, title and interest in and to this Ground Lease (but none of its obligations and none of its rights to provide consents or approvals hereunder) to the Trustee pursuant to certain provisions of the Assignment Agreement. The City consents to such assignment.

Section 7.05 Execution In Counterparts . This Ground Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 7.06 Applicable Law. This Ground Lease shall be governe d by and construed in accordance with the laws of the State of California.

Section 7.07 [Insurer as Third Party Beneficiary. The Insurer is recognized as and shall be deemed to be a third party beneficiary of this Ground Lease and may enforce the provisions of this Ground Lease as if it were a party hereto.]
Section 7.08 Captions. The captions or headings in this Ground Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Ground Lease.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the Authority and the City have caused this Ground Lease to be executed by their respective officers hereunto duly authorized, all as of the day and year first above written.

CITY OF GOLETA
By:

PAULA PEROTTE, MAYOR
ATTEST:

By:

DEBORAH S. LOPEZ

CITY CLERK

GOLETA FACILITIES FINANCING AUTHORITY
By:

PAULA PEROTTE, CHAIR
ATTEST:

By:

DEBORAH S. LOPEZ

SECRETARY OF THE BOARD

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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in the Property conveyed under the foregoing to the Goleta Facilities Financing Authority, a joint exercise of powers authority organized and existing under and by virtue of the Constitution and the laws of the State of California, is hereby accepted by the undersigned officer or agent on behalf of the Board of Directors of the Goleta Facilities Financing Authority, pursuant to authority conferred by resolution of said Board of Directors adopted on December 3, 2024, and the grantee consents to recordation thereof by its duly authorized officer.

Dated: ___________, 2025 GOLETA FACILITIES FINANCING AUTHORITY By:

PAULA PEROTTE, CHAIR

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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

COUNTY OF SANTA BARBARA )

On ___________________ before me, ____________________________________, Notary Public,

personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

COUNTY OF SANTA BARBARA )

On ___________________ before me, ____________________________________, Notary Public,

personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature( s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

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EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
Real property in the City of Goleta, County of Santa Barbara, State of California, described as follows:

[To Be Inserted]
166
Attachment 7

Form of Lease Agreement
167
Stradling Draft of 11/15/24

4882-6871-0087v8/202040-0002

LEASE AGREEMENT
by and between

CITY OF GOLETA
and

GOLETA FACILITIES FINANCING AUTHORITY
Dated as of [February] 1, 2025
Relating to

$_____________

GOLETA FACILITIES FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2025A

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ARTICLE I DEFINITIONS ....................................................................................................... 2 Section 1.01 Definitions .............................................................................................................. 2 ARTICLE II LEASE OF PROPERTY; TERM ........................................................................... 4 Section 2.01 Lease of Property .................................................................................................... 4 Section 2.02 Term; Occupancy .................................................................................................... 4 ARTICLE III RENTAL PAYMENTS .......................................................................................... 5 Section 3.01 Base Rental Payments ............................................................................................. 5 Section 3.02 Additional Rental Payments ................................................................................... 5 Section 3.03 Fair Rental Value .................................................................................................... 6 Section 3.04 Payment Provisions ................................................................................................ 6 Section 3.05 Appropriations Covenant ........................................................................................ 6 Section 3.06 Rental Abatement ................................................................................................... 7

ARTICLE IV ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF THE PROJECT ............................................................................................................... 7 Section 4.01 Deposit of Bond Proceeds; City Deposit ................................................................ 7 Section 4.02 Acquisition, Construction and Improvement of the Project ................................... 7 Section 4.03 Compliance with Law ............................................................................................. 7 Section 4.04 Payment of Costs .................................................................................................... 8 Section 4.05 Time of Completion ................................................................................................ 8 Section 4.06 Construction and Acquisition of the Project ........................................................... 8 ARTICLE V MAINTENANCE, ALTERATIONS AND ADDITIONS ..................................... 8 Section 5.01 Modification of the Property .................................................................................. 8 Section 5.02 Maintenance and Utilities ....................................................................................... 9 Section 5.03 Installation of City’s Equipment ............................................................................. 9 ARTICLE VI INSURANCE ....................................................................................................... 10 Section 6.01 Commercial General Liability and Property Damage Insurance; Workers’ Compensation Insurance ....................................................................................... 10 Section 6.02 Title Insurance ...................................................................................................... 11 Section 6.03 Additional Insurance Provision; Form of Policies ................................................ 11 Section 6.04 Self-Insurance ....................................................................................................... 11 ARTICLE VII DEFAULTS AND REMEDIES ........................................................................... 12 Section 7.01 Defaults and Remedies ......................................................................................... 12 Section 7.02 Waiver................................................................................................................... 15 ARTICLE VIII EMINENT DOMAIN; PREPAYMENT .............................................................. 15 Section 8.01 Eminent Domain ................................................................................................... 15 Section 8.02 Prepayment ........................................................................................................... 15 ARTICLE IX COVENANTS ...................................................................................................... 16 Section 9.01 Right of Entry ....................................................................................................... 16 Section 9.02 Liens ..................................................................................................................... 16 Section 9.03 Quiet Enjoyment ................................................................................................... 16 169

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Section 9.04 Authority Not Liable ............................................................................................. 17 Section 9.05 Assignment and Subleasing .................................................................................. 17 Section 9.06 Title to Property .................................................................................................... 18 Section 9.07 Authority’s Purpose .............................................................................................. 18 Section 9.08 Representations of the City ................................................................................... 18 Section 9.09 Representation of the Authority ............................................................................ 18 ARTICLE X NO CONSEQUENTIAL DAMAGES; USE OF THE PROPERTY; SUBSTITUTION OR RELEASE ......................................................................... 18 Section 10.01 No Consequential Damages .................................................................................. 18 Section 10.02 Use of the Property ............................................................................................... 18 Section 10.03 Substitution or Release of the Property ................................................................ 18 ARTICLE XI MISCELLANEOUS ............................................................................................. 19 Section 11.01 Law Governing ..................................................................................................... 19 Section 11.02 Notices .................................................................................................................. 20 Section 11.03 Validity and Severability ...................................................................................... 20 Section 11.04 Net-Net-Net Lease ................................................................................................ 20 Section 11.05 Taxes ..................................................................................................................... 20 Section 11.06 Section Headings .................................................................................................. 21 Section 11.07 Amendments ......................................................................................................... 21 Section 11.08 Assignment ........................................................................................................... 22 Section 11.09 Insurer as Third Party Beneficiary ........................................................................ 22 Section 11.10 Insurer as Owner of Insured Series 2025A Bonds ................................................ 22 Section 11.11 Execution .............................................................................................................. 22

Signatures ................................................................................................................................... S-1

EXHIBIT A LEGAL DESCRIPTION OF THE PROJECT SITE ................................................ A-1 EXHIBIT B DESCRIPTION OF THE PROJECT ........................................................................ B-1 EXHIBIT C BASE RENTAL PAYMENT SCHEDULE ............................................................. C-1

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LEASE AGREEMENT
THIS LEASE AGREEMENT (this “Lease Agreement”) executed and entered into as of [February] 1, 2025, is by and between the CITY OF GOLETA (the “City”), a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California, as lessee, and the GOLETA FACILITIES FINANCING AUTHORITY (the “Authority”), a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California, as lessor.

RECITALS
WHEREAS, the City and the Authority desire to finance all or a portion of the design, acquisition, construction and/or installation of certain capital improvement projects in the City, including the Ekwill Street and Fowler Road extension (including the Hollister A venue Old Town interim striping project), Cathedral Oaks crib wall repair, San Jose Creek bike path, Hollister Avenue Bridge replacement, and Goleta Train Depot and South La Patera improvements (collectively, the “Project”);
WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery of the “ Goleta Facilities Financing Authority Lease Revenue Bonds, Series 2025A” (the “Series 2025A Bonds”) for the purpose of financing the Project;
WHEREAS, in order to facilitate the issuance of the Series 2025A Bonds, the City will lease certain real property described in Exhibit A attached hereto and the improvements located thereon (the “Property”) to the Authority pursuant to a Ground Lease, dated as of the date hereof, and the City will sublease the Property back from the Authority pursuant to this Lease Agreement; WHEREAS, the City and the Authority desire to provide for the issuance of the Series 2025A Bonds pursuant to an Indenture, dated as of the date hereof, by and among the Authority, the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”); WHEREAS, the Series 2025A Bonds are payable from base rental payments (the “Base Rental Payments”) to be made by the City hereunder;
WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of the date hereof, between the Trustee and the Authority; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Lease Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Lease Agreement;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter con tained, the parties hereto agree as follows:
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ARTICLE I

DEFINITIONS
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease Agreement, have the meanings herein specified, which meanings shall be equally applicable to both the singular and plural forms of any of the terms herein defined. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
“Additional Bonds ” means bonds other than the Series 2025A Bonds issued under the Indenture in accordance with the provisions thereof.
“Additional Rental Payments” means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.02 hereof.
“Authority” means the Goleta Facilities Financing Authority , a joint exercise of powers authority organized and existing under the laws of the State of California. “Base Rental Deposit Date” means the fifth (5th) Business Day next preceding each Interest Payment Date.
“Base Rental Payments” means all amounts payable to the Authority from the City as Base Rental Payments pursuant to Section 3.01 hereof.
“Base Rental Payment Schedule ” means the schedule of Base Rental Payments payable to the Authority from the City pursuant to Section 3.01 hereof and attached hereto as Exhibit C. “Bonds” means the Series 2025A Bonds, and any Additional Bonds. “City” means the City of Goleta, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Closing Date” means [February ____], 2025.
“Costs” means, with respect to the Project, together with any other proper item of cost not specifically mentioned herein, (a) costs of payment of, or reimbursement for, acquisition, desi gn, construction, rehabilitation, installation, delivery and financing of the Project, including, but not limited to, the payment of real property rental, administrative costs and capital expenditures relating to acquisition, construction , installation, and demolition, inspection costs, filing and recording costs, printing costs, reproduction and binding costs, fees and charges of the Trustee pursuant to the Indenture and other financing documents, legal fees and charges, financial, accounting and other pro fessional consultant fees, costs of rating agencies or credit ratings, fees for the printing, execution, transportation and safekeeping of the Series 2025A Bonds; (b) all other costs which the City shall be required to pay under the terms of any contract or contracts for the acquisition, construction, delivery and installation of the Project, and demolition work required for the Project, including, but not limited to, the cost of insurance; (c) any sums required to reimburse the City for advances made for any of the above items, or for any other costs incurred and for work done, which is properly chargeable to the Project; (d) any costs paid from the Net Insurance Proceeds to repair, restore or replace the Project; and (e) such other expenses not specified h erein as may be necessary or incidental to the acquisition, construction, 172

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delivery and installation of the Project, the financing thereof and the placing of the same in use and operation. Costs, as defined herein, shall be deemed to include the cost and expenses incurred by any agent of the City for any of the above mentioned items. “Ground Lease” means the Ground Lease, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with to the provisions thereof and hereof.
“Indenture” means the Indenture, dated as of the date hereof, by and among the Authority, the City and the Trustee, as originally executed and as it may from time to time be amended or supplemented in accordance with the provisions thereof. “Joint Powers Agreement ” means the Joint Exercise of Powers Agreement dated as of [November] 1, 2024, by and between the City and California Statewide Communities Development Authority, pursuant to which the Authority is established, as originally executed and as it may from time to time be amended in accordance with the provisions thereof. “Lease Agreement” means this Lease Agreement, as originally executed and as it may from time to time be amended in accordance with the provisions hereof. “Net Insurance Proceeds” means any insurance proceeds or condemnation award paid with respect to any of the Property, remaining after payment therefrom of all reasonable expenses incurred in the collection thereof.
“Permitted Encumbrances” means, with respect to the Property, as of any particular time, (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may, pursuant to provisions of Article VI hereof, permit to remain unpaid, (b) the Assignment Agreement, (c) this Lease Agreement, (d) the Ground Lease, (e) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law as normally exist with respect to properties similar to the Property for the purposes for which it was acquired or is held by the City, ( f) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the Closing Date which the City certifies in writing will not affect the intended use of the Property or impair the security granted to the Trustee for the benefit of the Owners of the Bonds by the Indenture and the Assignment Agreement and to which the Authority and the City consent in writing, ( g) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions established following the Closing Date which the City certi fies in writing do not affect the intended use of the Property or impair the security granted to the Trustee for the benefit of the Owners of the Bonds by the Indenture and the Assignment Agreement and to which the Authority and the City consent in writing, and (h) future subleases of the Property entered into by the City, as sublessor, and third party tenants, as sublessee, so long as such subleases are entered into in compliance with Section

9.05 hereof.
“Project” is defined in the Recitals and further described in Exhibit B attached hereto. “Project Agreement” is defined in the Recitals.
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“Property” means certain real property and improvements located thereon owned by the City and described in Exhibit A attached hereto and incorporated herein, commonly referred to as the [City of Goleta City Hall, located at 130 Cremona Drive, Goleta, California]. “Rental Payments” means, collectively, the Base Rental Payments and the Additional Rental Payments.
“Rental Period” means the twelve-month period commencing on May 1 of each year during the term of the Lease Agreement.
“Series 2025A Bonds” means the Goleta Facilities Financing Authority Lease Revenue Bonds, Series 2025A issued under the Indenture.
“Termination Date” means [May 1, 2055], unless extended or sooner terminated as provided in Section 2.02 hereof.
“Trustee” means the trustee appointed under the Indenture and referred to therein as the Trustee.

ARTICLE II

LEASE OF PROPERTY; TERM
Section 2.01 Lease of Property.
(a) The Authority hereby leases to the City and the City hereby leases from the Authority the Property, on the terms and conditions hereinafter set forth, subject to all Permitted Encumbrances.
(b) The leasing of the Property by the City to the Authority pursuant to the Ground Lease shall not effect or result in a merger of the City’s leasehold estate pursuant to this Lease Agreement and its fee estate as lessor under the Ground Lease, and the Authority shall continue to have a leasehold estate in the Property pursuant to the Ground Lease throughout the term thereof and hereof.

The leasehold interest granted by the City to the Authority pursuant to the Ground Lease is and shall be independent of this Lease Agreement; this Lease Agreement shall not be an assignment or surrender of the leasehold interest granted to the Authority under the Ground Lease.

Section 2.02 Term; Occupancy. The term of this Lease Agreement shall commence on the Closing Date and shall end on the Termination Date, unless such term is extended or sooner terminated as hereinafter provided. If on the Termination Date the Bonds shall not be fully paid, or provision therefor made in accordance with Article X of the Indenture, or the Indenture shall not be discharged by its terms, or if the Rental Payments shall rema in due and payable or shall have been abated at any time and for any reason, or amounts shall be due and owing hereunder or under the Indenture to the Insurer, then the term of this Lease Agreement shall be extended until the date upon which (i) all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, (ii) the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full or (iii) all amounts due and owing to the Insurer hereun der or under the Indenture shall be fully paid . 174

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Notwithstanding the foregoing, the term of this Lease Agreement shall in no event be extended more than ten years beyond the Termination Date, such extended date being the “Maximum Lease Term.” If prior to the Termination Date, all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full, then the term of this Lease Agreement shall end simultaneously therewith.

ARTICLE III

RENTAL PAYMENTS
Section 3.01 Base Rental Payments.
(a) Subject to the provisions hereof relating to a revision of the Base Rental Payment Schedule pursuant to subsection (b) of this Section, the City shall pay to the Authorit y, as Base Rental Payments (subject to the provisions of Section 3.06 and Article VIII hereof) the amount at the times specified in the Base Rental Payment Schedule, a portion of which Base Rental Payments shall constitute principal, and a portion of which shall constitute interest. Rental Payments, including Base Rental Payments, shall be paid by the City to the Authority for and in consideration of the right to use and occupy the Property and in consideration of the continued right to the quiet use and enjoyment thereof during each Rental Period for which such Rental Payments are to be paid.

The obligation of the City to make the Base Rental Payments does not constitute a debt of the City or of the State of California, or of any political subdivision ther eof, within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City or the State of California is obligated to levy or pledge any form of taxation or for which the City or the State of California has levied or pledged any form of taxation. (b) If the term of this Lease Agreement shall have been extended pursuant to Section 2.02 hereof, the obligation of the City to pay Rental Payments shall continue to and including the Base Rental Depos it Date preceding the date of termination of this Lease Agreement (as so extended pursuant to Section 2.02 hereof). Upon such extension, the Base Rental Payments shall be established so that they will be sufficient to pay all extended and unpaid Base Rent al Payments; provided, however, that the Rental Payments payable in any Rental Period shall not exceed the annual fair rental value of the Property.

Section 3.02 Additional Rental Payments. The City shall also pay, as Additional Rental Payments, such amounts as shall be required for the payment of the following:
(a) all taxes and assessments of any type or nature charged to the Authority or the City or affecting the Property or the respective interests or estates of the Authority or the City therein; (b) all reasonable adminis trative costs of the Authority relating to the Property including, but without limiting the generality of the foregoing, salaries, wages, fees and expenses, compensation and indemnification of the Trustee payable by the Authority under the Indenture, fees of auditors, accountants, attorneys or engineers, and all other necessary and reasonable administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Indenture or the Lease Agreement or to defend the Authority and its members, officers, agents and employees;
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(c) insurance premiums for all insurance required pursuant to Article VI hereof; (d) any amounts with respect to the Lease Agreement or the Bonds required to be rebated to the federal government in accordance with Section 148(f) of the Code; (e) all amounts due to the Insurer under the Indenture; and (f) all other payments required to be paid by the City under the provisions of this Lease Agreement or the Indenture.

Amounts constituting Additional Rental Payments payable hereunder shall be paid by the City directly to the person or persons to whom such amounts shall be payable. The City shall pay all such amounts when due or at such later time as such amounts may be paid without penalty or, in any other case, within 60 days after notice in writing from the Trustee to the City stating the amount of Additional Rental Payments then due and payable and the purpose thereof.

Section 3.03 Fair Rental Value . The parties hereto have agreed and determined tha t the annual fair rental value of the Property is not less than the maximum annual Rental Payments due in any year. In making such determination of fair rental value, consideration has been given to the uses and purposes that may be served by the Property and the benefits therefrom which will accrue to the City and the general public. Payments of the Rental Payments for the Property during each Rental Period shall constitute the total rental for said Rental Period.

Section 3.04 Payment Provisions . Each installment of Base Rental Payments payable hereunder shall be paid in lawful money of the United States of America to or upon the order of the Authority at the principal office of the Trustee in Los Angeles, California, or such other place or entity as the Authority or Trustee shall designate. Each Base Rental Payment shall be deposited with the Trustee no later than the Base Rental Deposit Date preceding the Interest Payment Date on which such Base Rental Payment is due. Any Base Rental Payment which shall not be paid by the City when due and payable under the terms of this Lease Agreement shall bear interest from the date when the same is due hereunder until the same shall be paid at the rate equal to the highest rate of interest on any of the Outstanding Bonds. Not withstanding any dispute between the Authority and the City, the City shall make all Rental Payments when due without deduction or offset of any kind and shall not withhold any Rental Payments pending the final resolution of such dispute. In the event of a determination that the City was not liable for said Rental Payments or any portion thereof, said payments or excess of payments, as the case may be, shall be credited against subsequent Rental Payments due hereunder or refunded at the time of such determ ination. Amounts required to be deposited by the City with the Trustee pursuant to this Section on any date shall be reduced to the extent of available amounts on deposit in the Base Rental Payment Fund, the Interest Fund or the Principal Fund.

Section 3.05 Appropriations Covenant. The City covenants to take such action as may be necessary to include all Rental Payments due hereunder as a separate line item in its biennial budgets and to make necessary annual appropriations for all such Rental Payments. The City will deliver to the Authority and the Trustee a Certificate of the City stating that its final biennial budget includes all Base Rental Payments due in the fiscal years addressed in such budget within ten days after the filing or adoption thereof. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the 176

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official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease Agreement agreed to be carried out and performed by the City.

Section 3.06 Rental Abatement. Except as otherwise specifically provided in this Section, during any period in which, by reason of material damage to, or destruction or condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the City’s right to use and occupy any portion of the Property, Rental Payments shall be abated proportionately, and the City waives the benefits of Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate the Lease Agreement by virtue of any such interference, and the Lease Agreement shall continue in full force and effect. The amount of such abatement shall be agreed upon by the City and the Authority; provided, however, that the Rental Payments due for any Rental Period shall not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period. The City and the Authority shall calculate such abatement and shall provide the Trustee with a certificate setting forth such calculation and the bas is therefor. Such abatement shall continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the Property, ending with the substantial completion of the work of repair or replacement of the Property, or the portion thereof so damaged or destroyed; and the term of this Lease Agreement shall be extended as provided in Section 2.02 hereof, except that the term shall in no event be exten ded beyond the Maximum Lease Term.

Notwithstanding the foregoing, to the extent that moneys are available for the payment of Rental Payments in any of the funds and accounts established under the Indenture or proceeds of the rental interruption insurance required by section 601(d) hereof are available, Rental Payments shall not be abated as provided above but, rather, shall be payable by the City as a special obligation payable solely from said funds, accounts, and proceeds.

ARTICLE IV

ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF THE PROJECT Section 4.01 Deposit of Bond Proceeds; City Deposit . Upon the issuance of the Series 2025A Bonds, the Authority agrees that all proceeds of the Series 2025A Bonds shall be paid to the Trustee and that such moneys shall be deposited with the Trustee and be applied as provided in Section 3.02 of the Indenture
Section 4.02 Acquisition, Construction and Improvement of the Project. The City agrees to acquire, construct, deliver and install any portion of the Project to be financed with the proceeds of the Series 2025A Bonds, or to cause such portion to be acquired, constructed, delivered and installed, with the proceeds of Series 2025A Bonds paid to the City by the Authority pursuant to Section 4.01 above and the Authority shall have no responsibility with respect thereto.

Section 4.03 Compliance with Law. The City shall comply with all applicable provisions for bids and contracts prescribed by law with respect to the Project, including, without limitation, any applicable environmental review and approvals, Sections 20110 et seq. of the Public Contracts Code and Article 42 (commencing with Section 20670 of Part 3 of Division 2 of the Public Contracts Code.

The City acknowledges and agrees that specific expenditures for all or any portion of the Project, as now or hereafter designated, are expressly subject to compliance with such requirements. 177

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Section 4.04 Payment of Costs. Payment of Costs shall be made from the moneys deposited with the Trustee in the Project Fund as provided in Section 4.01 hereof and Section 3.05 of the Indenture, which shall be disbursed from the Project Fund in accordance and upon compliance with Section 3.05 of the Indenture.

Section 4.05 Time of Completion. The construction and equipping of the Project shall be completed on or prior to [February 1, 20 28], subject to excused delays pursuant to standard City procedures.

Section 4.06 Construction and Acquisition of the Project. The City agrees to oversee the construction, acquisition, delivery and installation of the Project in accordance with the following terms:
(a) Construction and C ompletion. The City agrees to proceed with all due diligence to complete the construction, acquisition, delivery and installation of the Project, all in accordance with the plans and specifications for the Project (the “Plans and Specifications”) approved by the City Engineer. The City shall comply with all statutes and laws applicable to the performance of its obligations hereunder, including all public laws applicable thereto and all laws regarding the approval, acquisition and construction of public projects by cities in the State of California. The City shall make certain that each contract relating to the Project is awarded in accordance with applicable law and contains a scheduled completion date which requires completion on or before the scheduled Completion Date referred to in Section 4.05 above;
(b) Reserved.
(c) Payment of Costs of the Project. Payment of the portion of the Costs of the Project being financed by the City shall be made from moneys deposited in the Project Fund, and shall be disbursed for such purpose in accordance and upon compliance with the Indenture. Neither the Authority nor the City shall be liable for the payment of Costs of the Project other than from amounts on deposit in the Project Fund; and
(d) Unexpended Monies. The City agrees that unexpended moneys remaining in the Project Fund shall, upon payment in full of all Costs of the Project, be applied solely in accordance with the provisions of the Indenture.

ARTICLE V

MAINTENANCE, ALTERATIONS AND ADDITIONS
Section 5.01 Modification of the Property.
(a) Subject to Section 9.02 hereof, the City and any sublessee shall, at its own expense, or with the proceeds of Additional Bonds, have the right to make additions, modifications, and improvements to any portion of the Property if such improvements are necessary or beneficial for the use of such portion of the Property. All such additions, modifications and improvements shall thereafter comprise part of the Property and be subject to the provisions of this Lease Agreement. Such additions, modifications and improv ements shall not in any way cause an abatement of Rental Payments with respect to the Property or cause it to be used for purposes other than those authorized under the provisions of State and federal law or in any way which would impair the State tax -exempt 178

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status or the exclusion from gross income for federal income tax purposes of the interest on the Bonds and Additional Bonds (to the extent such Additional Bonds were issued as tax exempt Bonds); and the Property, upon completion of any additions, modifi cations and improvements made pursuant to this Section, shall have an annual fair rental value which is not less than the annual Rental Payments. (b) Subject to Section 9.02 hereof, the City and any sublessee shall, at its own expense, or with the proceeds of Additional Bonds, have the right to make replacements, redevelopment or renovation of all or a portion of the Property if the following conditions precedent are satisfied:
(i) The City receives an opinion of Bond Counsel, a copy of which the City shall furnish to the Authority and the Trustee, that (1) such replacement does not adversely affect the federal income tax exclusion or the State tax -exempt status of the interest on the Bonds and Additional Bonds (to the extent such Additional Bonds were issued as tax exempt Bonds), and (2) this Lease will remain the legal, valid, binding and enforceable obligation of the City; (ii) In the event such replacement, redevelopment or renovatio n would result in the temporary abatement of Rental Payments as provided in Section 3.06 hereof the City shall have notified any rating agency then providing a rating on the Bonds and shall deposit moneys with the Trustee in advance for payment of Rental Payments from the proceeds of Additional Bonds or from special funds of the City or other moneys, the application of which would not, in the opinion of Bond Counsel (a copy of which shall have been delivered to the Trustee), result in such Rental Payments constituting indebtedness of the City in contravention of the Constitution and laws of the State; and (iii) The City shall certify to the Trustee that it has sufficient funds to complete such replacement, redevelopment or renovation.

Section 5.02 Maintenance and Utilities. Throughout the term of this Lease Agreement, as part of the consideration for rental of the Property, all improvement, repair and maintenance of the Property shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the payment of all utility services supplied to the Property, which may include, without limitation, janitor service, security, power gas, telephone, light, heating, ventilation, air conditioning, water and all other utility services, and shall pay for or otherw ise arrange for payment of the cost of the repair and replacement of the Property resulting from ordinary wear and tear or want of care on the part of the City or any assignee or sublessee thereof. In exchange for the Rental Payments, the Authority agrees to provide only the Property.

Section 5.03 Installation of City’s Equipment . The City and any sublessee may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed items of equipment or other personal property in or upon the Property. All such items shall remain the sole property of the City or such sublessee, and neither the Authority nor the Trustee shall have any interest therein. The City or such sublessee may remove or modify such equipment or other pe rsonal property at any time, provided that such party shall repair and restore any and all damage to the Property resulting from the installation, modification or removal of any such items. Nothing in this Lease Agreement shall prevent the City or any sublessee from purchasing items to be installed pursuant to this Section under a conditional sale or lease purchase contract, or subject to a vendor’s lien or security agreement as security for the unpaid portion of the purchase price thereof, provided that n o such lien or security interest shall attach to any part of the Property. 179

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ARTICLE VI

INSURANCE
Section 6.01 Commercial General Liability and Property Damage Insurance; Workers’ Compensation Insurance.
(a) The City shall maintain or cause to be maintained, throughout the term of th is Lease Agreement, a standard commercial general liability insurance policy or policies in protection of the City, the Authority and their respective members, officers, agents and employees. Said policy or policies shall provide for indemnification of sa id parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the use or ownership of the Property. Said policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in a single accident or event, and in a minimum amount of $500,000 for damage to property (subject to a deductible cl ause of not to exceed $100,000) resulting from a single accident or event. Such commercial general liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried or required to be carried by the City, and may be maintained in whole or in part in the form of self-insurance by the City provided such sel f-insurance complies with the provisions of Section 6.04 hereof. The Net Insurance Proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the Net Insurance Proceeds of such insurance shall have been paid.
(b) The City shall maintain or cause to be maintained, throughout the term of this Lease Agreement, workers’ compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employe rs against liability for compensation under the California Labor Code, or any act enacted as an amendment or supplement thereto or in lieu thereof, such workers’ compensation insurance to cover all persons employed by the City in connection with the Property and to cover full liability for compensation under any such act; provided, however, that the City’s obligations under this subsection may be satisfied by self -insurance, provided such self - insurance complies with the provisions of Section 6.04 hereof. (c) The City shall maintain or cause to be maintained, fire, lightning and special extended coverage insurance (which shall include coverage for vandalism and malicious mischief, but need not include coverage for earthquake damage) on all improvements constitut ing any part of the Property in an amount equal to the greater of 100% of the replacement cost of such improvements or 100% of the outstanding principal amount of the Bonds. The City has an insurance policy which provides replacement cost coverage. All i nsurance required to be maintained pursuant to this subsection may be subject to a deductible in an amount not to exceed $500,000. The City’s obligations under this subsection may be satisfied by self -insurance, provided such self-insurance complies with the provisions of Section 6.04 hereof.
(d) The City shall maintain rental interruption insurance to cover the Authority’s loss, total or partial, of Base Rental Payments resulting from the loss, total or partial, of the use of any part of the Property as a result of any of the hazards required to be covered pursuant to subsection (c) of this Section in an amount sufficient at all times to pay an amount not less than the product of two times the maximum amount of Base Rental Payments scheduled to be paid during any Rental Period. 180

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The City’s obligations under this subsection may be satisfied by self -insurance, provided such self - insurance complies with the provisions of Section 6.04 hereof. (e) The insurance required by this Section shall be provided by reputable insurance companies with claims paying abilities determined, in the reasonable opinion of a professionally certified risk manager or an independent insurance consultant, to be adequate for the purposes hereof.

Section 6.02 Title Insurance . The City shall provide, at its own expense, one or more CLTA or ALTA title insurance policies for the Property, in the aggregate amount of not less than the initial aggregate principal amount of the Series 2025A Bonds and the initial aggregate principal amount of any Additional Bonds issued after the Closing Date. Such policy or policies shall insure (a) the fee interest of the City in the Property, (b) the Authority’s ground leasehold estate in the Property under the Ground Lease, and (c) the City’s leasehold estate hereunder in the Pr operty, subject only to Permitted Encumbrances. All Net Insurance Proceeds received under said policy or policies shall be deposited with the Trustee and applied as provided in Section 5.03 of the Indenture. So long as any of the Bonds remain Outstanding, each policy of title insurance obtained pursuant to the Indenture or this Lease Agreement or required thereby or hereby shall provide that all proceeds thereunder shall be payable to the Trustee for the benefit of the Bond Owners.

Section 6.03 Additional Insurance Pr ovision; Form of Policies . The City shall pay or cause to be paid when due the premiums for all insurance policies required by Section 6.01 hereof, and shall promptly furnish or cause to be furnished evidence of such payments to the Trustee. All such policies shall provide that the Trustee shall be given 30 days’ notice of the expiration thereof or any intended cancellation thereof. The Trustee shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the Trustee.

The City shall cause to be delivered to the Trustee on or before August 15 each year, commencing August 15, 2025, a Certificate of the City stating that such policies are in full force and effect and that the C ity is in full compliance with the requirements of this Article. The Trustee shall be entitled to rely upon said Certificate of the City as to the City’s compliance with this Article. The Trustee shall not be responsible for the sufficiency of coverage or amounts of such policies.

Section 6.04 Self-Insurance. Insurance provided through a California joint powers authority of which the City is a member or with which the City contracts for insurance shall be deemed to be self-insurance for purposes hereof. Any self -insurance maintained by the City pursuant to this Article shall comply with the following terms:
(a) the self -insurance program shall be approved in writing by the City’s Risk Manager, a professionally certified risk manager, or an independent insurance consultant; (b) the self-insurance program shall include an actuarially sound claims reserve fund out of which each self -insured claim shall be paid, the adequacy of each such fund shall be evaluated on an annual basis by the City’s Risk Management Department, a profes sionally certified risk manager or an independent insurance consultant and any deficiencies in any self -insured claims reserve fund shall be remedied in accordance with the recommendation of the City’s Risk Management Department, a professionally certified risk manager or an independent insurance consultant, as applicable; and
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(c) in the event that the self-insurance program shall be discontinued, the actuarial soundness of its claims reserve fund, as determined by a professionally certified risk manager or by an independent insurance consultant, shall be maintained.

ARTICLE VII

DEFAULTS AND REMEDIES
Section 7.01 Defaults and Remedies.
(a) (i) If the City shall fail (A) to pay any Rental Payment payable hereunder when the same becomes due and payable, time being expressly declared to be o f the essence in this Lease Agreement, or (B) to keep, observe or perform any other term, covenant or condition contained herein or in the Indenture to be kept or performed by the City, or (ii) upon the happening of any of the events specified in this subsection or in subsection (b) of this Section, the City shall be deemed to be in default hereunder and it shall be lawful for the Authority, upon the direction of the Insurer, to exercise any and all remedies available pursuant to law or granted pursuant to this Lease Agreement. The City shall in no event be in default in the observance or performance of any covenant, condition or agreement in this Lease Agreement on its part to be observed or performed, other than as referred to in clause (i)(A) or (ii) of the preceding sentence, unless the City shall have failed, for a period of 30 days or , with the prior written consent of the Insurer, such additional time as is reasonably required to correct any such default after notice by the Authority to the Insurer and the City properly specifying wherein the City has failed to perform any such covenant, condition or agreement. Upon any such default, the Authority, in addition to all other rights and remedies it may have at law, shall have the option to do any of the following:
(1) To terminate this Lease Agreement in the manner hereinafter provided on account of default by the City, notwithstanding any re -entry or re -letting of the Property as hereinafter provided for in subparagraph (2) hereof, and to re-enter the Property and remove all persons in possession thereof and all personal property whatsoever situated upon the Property and place such personal property in storage in any warehouse or other suitable place, for the account of and at the expense of the City. In the event of such termination, the City agrees to surrender immediately possession of the Property, without let or hindrance, and to pay the Authority all damages recoverable at law that the Authority may incur by reason of default by the City, including, without limitation, any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re -entry upon the Property and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. Neither notice to pay Rental Payments or to deliver up possession of the Property given pursuant to law nor any entry or re-entry by the Authority nor any proceeding in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property nor the appointment of a receiver upon initiative of the Authority to protect the Authority’s interest under this Lease Agreement shall of itself operate to terminate this Lease Agreement, and no termination of this Lease Agreement on account of default by the City shall be or become effective by operation of law or acts of the parties hereto, or otherwise, unless and until the Authority shall have given written notice to the City of the election on the part of the Authority to terminate this Lease Agreement. The City covenants and agrees that no surrender of the Property or of the remainder of the term hereof or any termination of this Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated by the Authority by such written notice.
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(2) Without terminating this Lease Agreement, (x) to collect each installment of Rental Payments as the same become due and enforce any other terms or provisions hereof to be kept or performed by the City, regardless of whether or not the City has abandoned the Property, or (y) to exercise any and all rights of entry and re-entry upon the Property. In the event the Authority, at the direction of the Insurer, does not elect to terminate this Lease Agreement in the manner provided for in subparagraph (1) hereof, the City shall remain liable and agrees to keep or perform all covenants and conditions herein contained to be kept or performed by the City and, if the Property is not re-let, to pay the full amount of the Rental Payments to the end of the term of this Lease Agreement or, in the event that the Property is re -let, to pay any deficiency in Rental Payments that results therefrom; and further agrees to pay said Rental Paym ents and/or Rental Payment deficiency punctually at the same time and in the same manner as hereinabove provided for the payment of Rental Payments hereunder, notwithstanding the fact that the Authority may have received in previous years or may receive thereafter in subsequent years Rental Payments in excess of the Rental Payments herein specified, and notwithstanding any entry or re -entry by the Authority or suit in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property. Should the Authority elect to re-enter as herein provided, the City hereby irrevocably appoints the Authority as the agent and attorney -in-fact of the City to re -let the Property, or any part thereof, from time to time, either in the Authority’s name or otherwise, upon such terms and conditions and for such use and period as the Authority may deem advisable and to remove all persons in possession thereof and all personal property whatsoever situated upon the Property and to place such personal property in storage in any warehouse or other suitable place, for the account of and at the expense of the City, and the City hereby indemnifies and agrees to save harmless the Authority from any costs, loss or damag e whatsoever arising out of, in connection with, or incident to any such re - entry upon and re-letting of the Property and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. The City agrees that the terms of this Lease Agreement constitute full and sufficient notice of the right of the Authority to re - let the Property in the event of such re -entry without effecting a surrender of this Lease Agreement, and further agrees that no acts of the Authority in effecting such re-letting shall constitute a surrender or termination of this Lease Agreement irrespective of the use or the term for which such re -letting is made or the terms and conditions of such re-letting, or otherwise, but that, on the contrary, in the event of such default by the City the right to terminate this Lease Agreement shall vest in the Authority to be effected in the sole and exclusive manner provided for in subparagraph (1) hereof. The City further agrees to pay the Authority the cost of any alterations or additions to the Property necessary to place the Property in condition for re -letting immediately upon notice to the City of the completion and installation of such additions or alterations.

The City hereby waives any and all claims for damages caused or which may be caused by the Authority in re-entering and taking possession of the Property as herein provided and all claims for damages that may result from the destruction of or injury to the Property and all claims for damages to or loss of any property belonging to the City, or any other person, that may be in or upon the Property. (b) If (i) the City’s interest in this Lease Agreement or any part thereof is assigned or transferred, either voluntarily or by operation of law or otherwise, without the written consent of the Authority and, as hereinafter provided for, or (ii) the City or any assignee shall file any petition or institute any proceeding under any act or acts, state or federal, dealing with or rela ting to the subject or subjects of bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby the City asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of the City’s debts or obligations, or offers to the City’s creditors to elect a composition or extension of time to pay the 183

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City’s debts or asks, seeks or prays for reorganization or to effect a plan o f reorganization, or for a readjustment of the City’s debts, or for any other similar relief, or if any such petition or any such proceedings of the same or similar kind or character be filed or be instituted or taken against the City, or if a receiver of the business or of the property or assets of the City shall be appointed by any court, except a receiver appointed at the instance or request of the Authority, or if the City shall make a general assignment for the benefit of the City’s creditors, or (iii) the City shall abandon or vacate the Property, then the City shall be deemed to be in default hereunder. (c) In addition to the other remedies set forth in this Section, upon the occurrence of an event of default, the Authority and its assignee shall be entitled to proceed to protect and enforce the rights vested in the Authority and its assignee by the Lease Agreement or by law. The provisions of the Lease Agreement and the duties of the City and of its city council, officers or employees shall be enforceabl e by the Authority or its assignee by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Without limiting the generality of the foregoing, the Authority and its assignee shall have the right to bring the following actions:
(i) Accounting. By action or suit in equity to require the City and its city council, officers and employees and its assigns to account as the trustee of an express trust. (ii) Injunction. By action or suit in equity to enjoin any acts or things which may be unlawful or in violation of the rights of the Authority or its assignee. (iii) Mandamus. By mandamus or other suit, action or proceeding at law or in equity to enforce the Authority’s or its assignee’s rights against the City (and its city council, officers and employees) and to compel the City to perform and carry out its duties and obligations under the law and its covenants and agreements with the City as provided herein.

Each and all of the remedies given to the Authority hereunder or by any law no w or hereafter enacted are cumulative and the single or partial exercise of any right, power or privilege hereunder shall not impair the right of the Authority to the further exercise thereof or the exercise of any or all other rights, powers or privileges . The term “re -let” or “re-letting” as used in this Section shall include, but not be limited to, re -letting by means of the operation by the Authority of the Property. If any statute or rule of law validly shall limit the remedies given to the Authority hereunder, the Authority nevertheless shall be entitled to whatever remedies are allowable under any statute or rule of law.

In the event the Authority shall prevail in any action brought to enforce any of the terms and provisions of this Lease Agreement, the City agrees to pay a reasonable amount as and for attorney’s fees incurred by the Authority in attempting to enforce any of the remedies available to the Authority hereunder.

Notwithstanding anything to the contrary contained in this Lease Agreement, the Authority shall have no right upon a default hereunder by the City to accelerate Rental Payments. (d) Notwithstanding anything to the contrary contained in this Lease Agreement, the termination of this Lease Agreement by the Authority and its assignees on account of a default by the City under this Section shall not effect or result in a termination of the Ground Lease. 184

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Section 7.02 Waiver. Failure of the Authority to take advantage of any default on the part of the City shall not be, or be construed as, a waiver there of, nor shall any custom or practice which may grow up between the parties in the course of administering this instrument be construed to waive or to lessen the right of the Authority to insist upon performance by the City of any term, covenant or condition hereof, or to exercise any rights given the Authority on account of such default. A waiver of a particular default shall not be deemed to be a waiver of any other default or of the same default subsequently occurring. The acceptance of Rental Payments hereunder shall not be, or be construed to be, a waiver of any term, covenant or condition of this Lease Agreement.

ARTICLE VIII

EMINENT DOMAIN; PREPAYMENT
Section 8.01 Eminent Domain. If all of the Property (or portions thereof such that the remainder is not usable for public p urposes by the City) shall be taken under the power of eminent domain, the term hereof shall cease as of the day that possession shall be so taken. If less than all of the Property shall be taken under the power of eminent domain and the remainder is usable for public purposes by the City at the time of such taking, then the Lease Agreement shall continue in full force and effect as to such remainder, and the parties waive the benefits of any law to the contrary, and in such event there shall be a partial abatement of the Rental Payments in accordance with the provisions of Section 3.06 hereof. So long as any Bonds shall be Outstanding, any award made in eminent domain proceedings for the taking of the Property, or any portion thereof, shall be paid to the Trustee and applied to the redemption of Bonds as provided in subsection (a) of Section 4.01 of the Indenture, in the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued and in Section 5.03 of the Indenture. Any such award made after all of the Bonds, and all other amounts due under the Indenture and hereunder, have been fully paid, shall be paid to the Authority and to the City as their respective interests may appear.

Section 8.02 Prepayment.
(a) The City may prepay all or a portion of the Base Rental Payments attributable to the Series 2025A Bonds which are payable on or after May 1, 20____ from any source of available funds, on any date on or after May 1, 20____, by paying a prepayment price equal to (i) all or a portion, as selected by the City, of the principal components of such Base Rental Payments, and (ii) the accrued but unpaid interest component of such Base Rental Payments to be prepaid to the date of such prepayment.
(b) The City may prepay, from any source of available funds, all or any portion of the Base Rental Payments attributable to the Series 2025A Bonds by depositing with the Trustee moneys or securities as provided, and subject to the terms and conditions set forth, in Article X of the Indenture suffi cient to make such Base Rental Payments when due or to make such Base Rental Payments through a specified date on which the City has a right to prepay such Base Rental Payments pursuant to subsection (a) of this Section, and to prepay such Base Rental Paym ents on such prepayment date, at a prepayment price determined in accordance with subsection (a) of this Section. (c) If less than all of the Base Rental Payments attributable to the Series 2025A Bonds are prepaid pursuant to this Section then, as of the date of such prepayment pursuant to subsection (a) of this Section, or the date of a deposit pursuant to subsection (b) of this Section, the principal and interest components of such Base Rental Payments shall be recalculated by the City and 185

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transmitted to the Trustee in order to take such prepayment into account. The City agrees that if, following a partial prepayment of such Base Rental Payments, the Property is damaged or destroyed or taken by eminent domain, or a defect in title to the Property is discovere d, the City shall not be entitled to, and by such prepayment waives the right of, abatement of such prepaid Base Rental Payments and the City shall not be entitled to any reimbursement of such Base Rental Payments. (d) If all of the Base Rental Payments are prepaid in accordance with the provisions of this Lease Agreement then, as of the date of such prepayment pursuant to subsection (a) of this Section and, if applicable, the corresponding provisions hereof relating to the prepayment of Base Rental Payments attributable to Additional Bonds, or deposit pursuant to subsection (b) of this Section and, if applicable, such corresponding provisions, and payment of all other amounts owed under this Lease Agreement, the term of this Lease Agreement shall be terminated. (e) Prepayments of Base Rental Payments attributable to the Series 2025A Bonds made pursuant to this Section shall be applied to the redemption of the Series 2025A Bonds as directed by the City and as provided in Section 4.01 of the Indenture. (f) Before making a ny prepayment pursuant to this Article, the City shall give written notice to the Authority and the Trustee specifying the date on which the prepayment will be made (conditionally or otherwise), which date shall be not less than 20 nor more than 60 days from the date such notice is given to the Authority.

ARTICLE IX

COVENANTS
Section 9.01 Right of Entry. The Authority and its assignees shall have the right to enter upon and to examine and inspect the Property during reasonable business hours (and in emergencies at all times) fo r any purpose connected with the Authority’s rights or obligations under this Lease Agreement, and for all other lawful purposes.

Section 9.02 Liens. In the event the City shall at any time during the term of this Lease Agreement cause any changes, alterations, additi ons, improvements, or other work to be done or performed or materials to be supplied, in or upon the Property, the City shall pay, when due, all sums of money that may become due for, or purporting to be for, any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the City in, upon or about the Property and which may be secured by a mechanics’, materialmen’s or other lien against the Property or the Authority’s interest therein, and will cause each such li en to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that, if the City desires to contest any such lien, it may do so as long as such contestment is in good faith.

If any such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the City shall forthwith pay and discharge said judgment.

Section 9.03 Quiet Enjoyment . The parties hereto mutually covenant that the City, by keeping and performing the covenants and agreements herein contained, shall at all times during the term of this Lease Agreement peaceably and quietly have, hold and enjoy the Pro perty without suit, trouble or hindrance from the Authority.
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Section 9.04 Authority Not Liable . The Authority and its directors, officers, agents and employees, shall not be liable to the City or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Property. To the extent permitted by law, the City shall, at its expense, indemnify and hold the Authority and the Trustee and all directors, members, officers and employees thereof harmless against and from any and all claims by or on behalf of any person, firm, corporation or governmental authority arising from the acquisition, construction, occupation, use, operation, maintenance, possession, conduct or management of or from any work done in or about the Property or from the subletting of any part thereof, including any liability for violation of conditions, agreements, restrictions, laws, ordinances, or regulations affecting the Property or the occupancy or use thereof, but excepting the negligence or willful misconduct of the persons or entity seeking indemnity. The City also covenants and agrees, at its expense, to pay and indemnify and save the Authority and the Trustee and all directors, officers and employees thereo f harmless against and from any and all claims arising from (a) any condition of the Property and the adjoining sidewalks and passageways, (b) any breach or default on the part of the City in the performance of any covenant or agreement to be performed by the City pursuant to this Lease Agreement, (c) any act or negligence of licensees in connection with their use, occupancy or operation of the Property, or (d) any accident, injury or damage whatsoever caused to any person, firm or corporation in or about t he Property or upon or under the sidewalks and from and against all costs, reasonable counsel fees, expenses and liabilities incurred in any action or proceeding brought by reason of any claim referred to in this Section, but excepting the negligence or willful misconduct of the person or entity seeking indemnity. In the event that any action or proceeding is brought against the Authority or the Trustee or any director, member, officer or employee thereof, by reason of any such claim, the City, upon notice from the Authority or the Trustee or such director, member, officer employee thereof, covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to the Authority or the Trustee or such director, member, officer or employee thereof.

Section 9.05 Assignment and Subleasing. This Lease Agreement may not be assigned by the City. The City may sublease the Property or any portion thereof to any other person or entity for any other purpose, subject to the satisfaction of all of the following conditions (a) through (d) below:
(a) this Lease Agreement and the obligation of the City to make all Rental Payments hereunder shall remain the primary obligation of the City; (b) the City shall, within 30 days after the delivery thereof, furnish or cause to be furnished to the Authority and the Trustee a true and complete copy of such sublease; (c) any sublease of the Property by the City shall explicitly provide that such sublease is subject to all rights of the Authority under the Lease Agreement, including, the right to re- enter and re-let the Property or terminate the Lease Agreement upon a default by the City; and (d) the City shall furnish the Authority and the Trustee with an Opinion of Counsel to the effect that such sublease will not, in and of itself, cause the interest on the Bonds to be included in gross income for federal income tax purposes.

Notwithstanding any other provision of this Lease Agreement, so long as (a) the Insured Series 2025A Bonds are Outstanding or any amounts are due and payable to the Insurer and (b) so long as the Policy is in effect and the Insurer is not in default in respect of its payment obligations thereunder, no 187

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sublease, release, sale, disposition or substitution of the Property shall occur without the prior written consent of the Insurer.

Section 9.06 Title to Property. Upon the termination or expiration of this Lease Agreement (other than as provided in Section 7.01 and Section 8.01 hereof), and the first date upon which the Bonds are no longer Outstanding, all right, title and interest in and to the Property shall vest in the City.

Upon any such termination or expiration, the Authority shall execute such conveyances, deeds and other documents as may be necessary to effect such vesting of record.

Section 9.07 Authority’s Purpose. The Authority covenants that, prior to the discharge of this Lease Agreement and the Bonds, it will not engage in any activities inconsistent with the purposes for which the Authority is organized, as set forth in the Joint Powers Agreement.

Section 9.08 Representations of the City . The Cit y represents and warrants to the Authority that (a) the City has the full power and authority to enter into, to execute and to deliver this Lease Agreement, the Ground Lease, and the Indenture, and to perform all of its duties and obligations hereunder and thereunder, and has duly authorized the execution and delivery of this Lease Agreement, the Ground Lease, and the Indenture, and (b) the Property will be used in the performance of essential governmental functions.

Section 9.09 Representation of the Authority. The Authority represents and warrants to the City that the Authority has the full power and authority to enter into, to execute and to deliver this Lease Agreement, the Ground Lease, the Assignment Agreement and the Indenture, and to perform all of its duties and obligations hereunder and thereunder, and has duly authorized the execution and delivery of this Lease Agreement, the Ground Lease, the Assignment Agreement and the Indenture.

ARTICLE X

NO CONSEQUENTIAL DAMAGES;
USE OF THE PROPERTY; SUBSTITUTION OR RELEASE
Section 10.01 No Consequential Damages. In no event shall the Authority or the Trustee be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Lease Agreement or the City’s use of the Property.

Section 10.02 Use of the Property. The City will not use, operate or maintain the Property improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Lease Agreement. In addition, the City agrees to comply in all respects (incl uding, without limitation, with respect to the use, maintenance and operation of the Property) with all laws of the jurisdictions in which its operations may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the Property; provided, however, that the City may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of the Authority, adversely affect the estate of the Authori ty in and to any of the Property or its interest or rights under this Lease Agreement.

Section 10.03 Substitution or Release of the Property . The City shall have the right to substitute alternate real property for any portion of the Property or to release a portion of the Property from this Lease Agreement. All costs and expenses incurred in connection with such substitution or release shall be borne by the City. Notwithstanding any substitution or release of Property pursuant to 188

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this subsection, there shall be no reduction in or abatement of the Base Rental Payments due from the City hereunder as a result of such substitution or release. Any such substitution or release of any portion of the Property shall be subject to the following specific conditions, which are he reby made conditions precedent to such substitution or release:
(a) the City shall have found (as set forth in a certificate delivered by the City to the Trustee) that the Property, as constituted after such substitution or release, (i) has an annual fair rental value at least equal to the maximum annual Base Rental Payments payable by the City in any Rental Period, during the remaining term of this Lease Agreement, as determined by the City on the basis of commercially reasonable evidence of the fair rental value of the Property, and (ii) has a useful life in excess of the final maturity of any Outstanding Bonds; (b) the City shall have obtained or caused to be obtained a CLTA or ALTA title insurance policy or policies with respect to any substituted property in the amount at least equal to the aggregate principal amount of any Outstanding Bonds of the type and with the endorsements described in Section 6.02 hereof;
(c) the City shall have provided the Trustee with an Opinion of Counsel to the effect that such substitution or release will not, in and of itself, cause the interest on the Bonds to be included in gross income for federal income tax purposes; (d) the City, the Authority and the Trustee shall have executed, and the City shall have caused to be recorded with the Santa Barbara County Clerk – Recorder, any document necessary to reconvey to the City the portion of the Property being released and to include any substituted real property in the description of the Property contained herein and in the Ground Lease; (e) the City shall have provided notice of such substitution to each rating agency then rating the Bonds;
(f) no event of default ( as described in Article VII hereof) has occurred and is continuing;
(g) the City will give, or cause to be given, any notice of the occurrence of such substitution required to be given pursuant to the Continuing Disclosure Certificate; (h) the City will certify to the Trustee that the City has a current need for the substituted real property;
(i) the City shall certify to the Trustee that any substitution shall not cause the City to violate any of its covenants, representations and warranties made in the Lease Agreement; and (j) the Insurer shall have consented in writing to such substitution or release.

ARTICLE XI

MISCELLANEOUS
Section 11.01 Law Governing . THIS LEASE AGREEMENT SHALL BE GOVERNED

EXCLUSIVELY BY THE PROVISIONS HEREOF AND BY THE LAWS OF THE STATE OF CALIFORNIA AS THE SAME FROM TIME TO TIME EXIST.
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Section 11.02 Notices. All written notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the City: City of Goleta
130 Cremona Drive
Goleta, California 93117
Attention: Robert Nisbet, City Manager
If to the Authority: Goleta Facilities Financing Authority c/o City of Goleta
130 Cremona Drive
Goleta, California 93117
Attention: Executive Director
Each such notice, stateme nt, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier, upon the sender’s receipt of an appropriate answerback or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postag e prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

Section 11.03 Validity and Severability . If for any reason this Lease Agreement shall be held by a court of competent jurisdiction to be void, voidable or unenforceable by the Authority or by the City, or if for any reason it is held by such a court that any of the covenants and conditions of the City hereunder, including the covenant to pay Rental Payments, is unenforceable for the full term hereof; then and in such event this Lease Agreement is and shall be deemed to be a lease under which the Rental Payments are to be paid by the City annually in consideration of the right of the City to possess, occupy and use the Property, and all of the terms, provisions and conditions of this Lease Agreement, except to the extent that such terms, pr ovisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect.

Section 11.04 Net-Net-Net Lease. This Lease Agreement shall be deemed and construed to be a “net-net-net lease” and the City hereby agrees that the Rental Payments shall be an absolute net return to the Authority, free and clear of any expenses, charges or set -offs whatsoever and notwithstanding any dispute between the City and the Authority.

Section 11.05 Taxes. The City shall pay or cause to be paid all taxes and assessments of any type or nature charged to the Authority or affecting the Property or the respective interests or estates therein; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the term of this Lease Agreement as and when the same become due.
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The City or any sublessee may, at the City’s or such sublessee’s expen se and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and a ny appeal therefrom unless the Authority or the Trustee shall notify the City or such sublessee that, in the opinion of independent counsel, by nonpayment of any such items, the interest of the Authority in the Property will be materially endangered or the Property, or any part thereof, will be subject to loss or forfeiture, in which event the City or such sublessee shall promptly pay such taxes, assessments or charges or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority and the Trustee.

Section 11.06 Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease Agreement.

Section 11.07 Amendments.
(a) This Lease Agreement and the Ground Lease may be amended and the rights and obligations of the Insurer, the Authority and the City hereunder and thereunder may be amended at any time by an amendment hereto or thereto which shall become binding upon exe cution and delivery by the Authority and the City, but only with the prior written consent of the Insurer and the Owners of a majority of the principal amount of the Bonds then Outstanding pursuant to the Indenture, provided that no such amendment shall (i ) extend the payment date of any Base Rental Payments, reduce the interest component or principal component of any Base Rental Payments or change the prepayment terms and provisions, without the prior written consent of the Insurer and the Owner of each Bond so affected, or (ii) reduce the percentage of the principal amount of the Bonds the consent of the Owners of which is required for the execution of any amendment of this Lease Agreement or the Ground Lease. For purposes of this Section, the Insurer sha ll be deemed to be the Owner of all Insured Series 2025A Bonds.
(b) This Lease Agreement and the Ground Lease and the rights and obligations of the Authority and the City hereunder and thereunder may also be amended at any time by an amendment hereto or theret o which shall become binding upon execution by the Authority and the City, without the written consents of any Owners, but only to the extent permitted by law and only for any one or more of the following purposes:
(i) to add to the agreements, conditions, covenants and terms required by the Authority or the City to be observed or performed herein or therein other agreements, conditions, covenants and terms thereafter to be observed or performed by the Authority or the City, or to surrender any right or power reserved herein or therein to or conferred herein or therein on the Authority or the City, and which in either case shall not materially adversely affect the interests of the Owners, as evidenced by an Opinion of Bond Counsel;
(ii) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or therein or in regard to questions arising hereunder or thereunder which the Authority or the City may deem desirable or necessary and not inconsistent herewith or therewith, and which shall not materially adversely affect the interests of the Owners, as evidenced by an Opinion of Bond Counsel; 191

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(iii) to make such additions, deletions or modifications as may be necessary or appropriate to assure the exclusion from gross income for federal income tax purposes of the interest on the Bonds;
(iv) to provide for the substitution or release of a portion of the Property in accordance with the provisions of Sections 10.03 or 10.04 hereof; (v) to provide for the iss uance of Additional Bonds in accordance with Article III of the Indenture including, without limitation, to increase the Base Rental Payments payable by the City hereunder and to add or substitute property as necessary; or (vi) to make such other changes herein or therein or modifications hereto or thereto as the Authority or the City may deem desirable or necessary, and which shall not materially adversely affect the interests of the Owners, as evidenced by an Opinion of Bond Counsel.

Section 11.08 Assignment. The City and the Authority hereby acknowledge the assignment of this Lease Agreement (except for the Authority’s obligations and its rights to give consents or approvals hereunder), and the Base Rental Payments payable hereunder, to the Trustee pursuant to the Assignment Agreement. To the extent that this Lease Agreement confers upon or gives or grants the Trustee any right, remedy or claim under or by reason of this Lease Agreement, the Trustee is hereby explicitly recognized as being a third -party beneficiary hereund er and may enforce any such right, remedy or claim conferred, given or granted hereunder.

Section 11.09 Insurer as Third Party Beneficiary. The Insurer is recognized as and shall be deemed to be a third party beneficiary of this Lease Agreement and may enforce the prov isions of this Lease Agreement as if it were a party hereto.

Section 11.10 Insurer as Owner of Insured Series 2025A Bonds. So long as the Policy is in effect and the Insurer is not in default in respect of its payment obligations thereunder, the Insurer shall be (i) deemed to be the sole and exclusive Owner of the Insured Series 2025A Bonds for purposes of all approvals, consents, waivers, institution of any action, and the direction of all remedies and (ii) entitled to direct and control the enforcement of all remedie s granted under this Lease Agreement on behalf of the Owners of Insured Series 2025A Bonds.

Section 11.11 Execution. This Lease Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Lease Agreement.
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IN WITNESS WHEREOF, the Authority and the City have caused this Lease Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

CITY OF GOLETA
By:

PAULA PEROTTE, MAYOR
ATTEST:

By:

DEBORAH S. LOPEZ

CITY CLERK

GOLETA FACILITIES FINANCING AUTHORITY
By:

PAULA PEROTTE, CHAIR
ATTEST:

By:

DEBORAH S. LOPEZ

SECRETARY OF THE BOARD
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EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
Real property in the City of Goleta, County of Santa Barbara, State of California, described as follows:

[To Be Inserted]

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EXHIBIT B

DESCRIPTION OF THE PROJECT
The design, acquisition, construction and/or installation of certain public capital improvements to be located in the City of Goleta, including some or all of the following: the Ekwill Street and Fowler Road extension (including the Hollister Avenue Old Town interim striping project), Cathedral Oaks crib wall re pair, San Jose Creek bike path, Hollister Avenue Bridge replacement, and Goleta Train Depot and South La Patera improvements, and other capital improvements subject to the approval of Bond Counsel.

195

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EXHIBIT C

BASE RENTAL PAYMENT SCHEDULE
Base Rental Deposit
Date
(Fifth Business Day
Prior to) Principal Component Interest Component
Total Base Rental
Payment
05/01/2025 $ --
11/01/2025
05/01/2026
11/01/2026
05/01/2027
11/01/2027
05/01/2028
11/01/2028
05/01/2029
11/01/2029
05/01/2030
11/01/2030
05/01/2031
11/01/2031
05/01/2032
11/01/2032
05/01/2033
11/01/2033
05/01/2034
11/01/2034
05/01/2035
11/01/2035
05/01/2036
11/01/2036
05/01/2037
11/01/2037
05/01/2038
11/01/2038
05/01/2039
11/01/2039
05/01/2040
11/01/2040
05/01/2041
11/01/2041
05/01/2042
11/01/2042
05/01/2043
11/01/2043
05/01/2044
11/01/2044
05/01/2045
11/01/2045
05/01/2046
11/01/2046
05/01/2047
11/01/2047
05/01/2048
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Base Rental Deposit
Date
(Fifth Business Day
Prior to) Principal Component Interest Component
Total Base Rental
Payment
11/01/2048
05/01/2049
11/01/2049
05/01/2050
11/01/2050
05/01/2051
11/01/2051
05/01/2052
11/01/2052
05/01/2053
11/01/2053
05/01/2054
11/01/2054
05/01/2055
Total

197
Attachment 8

Form of Indenture
198
Stradling Draft of 11/15/24

4865-0168-5958v8/202040-0002

INDENTURE
by and among

GOLETA FACILITIES FINANCING AUTHORITY
and

CITY OF GOLETA
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Dated as of [February] 1, 2025
Relating to
$_____________

GOLETA FACILITIES FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2025A

199

TABLE OF CONTENTS

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ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions ..................................................................................................................... 2 Section 1.02 Equal Security ............................................................................................................. 12

ARTICLE II

THE BONDS
Section 2.01 Authorization of Bonds ............................................................................................... 13 Section 2.02 Terms of Series 2025A Bonds .................................................................................... 13 Section 2.03 Form of Series 2025A Bonds ...................................................................................... 15 Section 2.04 Transfer and Exchange of Bonds ................................................................................ 15 Section 2.05 Registration Books ...................................................................................................... 15 Section 2.06 Execution of Bonds ..................................................................................................... 15 Section 2.07 Authentication of Bonds ............................................................................................. 16 Section 2.08 Temporary Bonds ........................................................................................................ 16 Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen ............................................................... 16 Section 2.10 Book-Entry Bonds ...................................................................................................... 17

ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of Series 2025A Bonds ................................................................................. 18 Section 3.02 Application of Proceeds of the Series 2025A Bonds .................................................. 18 Section 3.03 [Reserved] ................................................................................................................... 19 Section 3.04 Costs of Issuance Fund ............................................................................................... 19 Section 3.05 Project Fund ................................................................................................................ 19 Section 3.06 Conditions for the Issuance of Additional Bonds ....................................................... 19 Section 3.07 Procedure for the Issuance of Additional Bonds ........................................................ 21 Section 3.08 Additional Bonds ........................................................................................................ 22

ARTICLE IV

REDEMPTION OF BONDS
Section 4.01 Redemption of Series 2025A Bonds ........................................................................... 22 Section 4.02 Notice of Redemption ................................................................................................. 23 Section 4.03 Selection of Bonds for Redemption ............................................................................ 23 Section 4.04 Partial Redemption of Bonds ...................................................................................... 24 Section 4.05 Effect of Notice of Redemption .................................................................................. 24

ARTICLE V
SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations ........................................................................................ 24 Section 5.02 Flow of Funds ............................................................................................................. 25 Section 5.03 Application of Net Insurance Proceeds ....................................................................... 26 Section 5.04 Title Insurance ............................................................................................................ 27 Section 5.05 Rebate Fund ................................................................................................................ 27 Section 5.06 Investment of Moneys ................................................................................................. 29 200

TABLE OF CONTENTS
(continued)
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ARTICLE VI

COVENANTS
Section 6.01 Compliance with Agreements ..................................................................................... 30 Section 6.02 Compliance with Ground Lease and Lease Agreement .............................................. 30 Section 6.03 Observance of Laws and Regulations ......................................................................... 30 Section 6.04 Other Liens .................................................................................................................. 30 Section 6.05 Prosecution and Defense of Suits ............................................................................... 31 Section 6.06 Accounting Records and Statements........................................................................... 31 Section 6.07 Recordation and Filing ................................................................................................ 31 Section 6.08 Tax Covenants ............................................................................................................ 31 Section 6.09 Continuing Disclosure ................................................................................................ 32 Section 6.10 Further Assurances ...................................................................................................... 32

ARTICLE VII

DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default ........................................................................................................ 32 Section 7.02 Other Remedies of the Trustee.................................................................................... 33 Section 7.03 Non-Waiver ................................................................................................................. 33 Section 7.04 Remedies Not Exclusive ............................................................................................. 33 Section 7.05 No Liability by the Authority to the Owners .............................................................. 33 Section 7.06 No Liability by the City to the Owners ....................................................................... 34 Section 7.07 No Liability of the Trustee to the Owners .................................................................. 34 Section 7.08 Application of Amounts After Default ....................................................................... 34 Section 7.09 Trustee May Enforce Claims Without Possession of Bonds ...................................... 34 Section 7.10 Limitation on Suits ...................................................................................................... 34 Section 7.11 Consent of Insurer ....................................................................................................... 35 Section 7.12 Insurer as Owner ......................................................................................................... 35 Section 7.13 Special Provision for Insurer Default.......................................................................... 35

ARTICLE VIII

THE TRUSTEE
Section 8.01 Employment of the Trustee ......................................................................................... 36 Section 8.02 Duties, Removal and Resignation of the Trustee ........................................................ 36 Section 8.03 Compensation of the Trustee ...................................................................................... 37 Section 8.04 Protection of the Trustee ............................................................................................. 38

ARTICLE IX

MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted................................................................. 40 Section 9.02 Effect of Supplemental Indenture ............................................................................... 42 Section 9.03 Endorsement of Bonds; Preparation of New Bonds ................................................... 42 Section 9.04 Amendment of Particular Bonds ................................................................................. 42 201

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ARTICLE X

DEFEASANCE
Section 10.01 Discharge of Indenture ................................................................................................ 42 Section 10.02 Bonds Deemed To Have Been Paid ............................................................................ 43 Section 10.03 Payment of Bonds After Discharge of Indenture ........................................................ 44

ARTICLE XI

MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties ..................................................................... 44 Section 11.02 Successor Deemed Included in all References to Predecessor ................................... 45 Section 11.03 Execution of Documents by Owners .......................................................................... 45 Section 11.04 Waiver of Personal Liability ....................................................................................... 45 Section 11.05 Destruction of Bonds .................................................................................................. 45 Section 11.06 Funds and Accounts .................................................................................................... 45 Section 11.07 Article and Section Headings Gender and References ............................................... 46 Section 11.08 Partial Invalidity .......................................................................................................... 46 Section 11.09 Disqualified Bonds ...................................................................................................... 46 Section 11.10 Money Held for Particular Bonds ............................................................................... 46 Section 11.11 Payment on Non-Business Days ................................................................................. 47 Section 11.12 California Law ............................................................................................................ 47 Section 11.13 Notices ........................................................................................................................ 47 Section 11.14 Notice to Rating Agencies .......................................................................................... 48 Section 11.15 Execution in Counterparts ........................................................................................... 48

Signatures ............................................................................................................................. S-1/S-2

EXHIBIT A FORM OF SERIES 2025A BOND ........................................................................... A-1 EXHIBIT B FORM OF PROJECT FUND REQUISITION ......................................................... B-1

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INDENTURE
THIS INDENTURE (this “Indenture”), executed and entered into as of [February] 1, 2025, is by and among the GOLETA FACILITIES FINANCING AUTHORITY , a joint exercise of powers entity duly organized and existing pursuant to the Jo int Powers Agreement (defined below) and the laws of the State of California (the “Authority”), the CITY OF GOLETA, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States, as Trustee (the “Trustee”).

WITNESSETH:

WHEREAS, the City and the A uthority desire to finance all or a portion of the acquisition, construction and/or installation of certain capital improvement projects in the City, including the Ekwill Street and Fowler Road extension (including the Hollister Avenue Old Town interim str iping project), Cathedral Oaks crib wall repair, San Jose Creek bike path, Hollister Avenue Bridge replacement, and Goleta Train Depot and South La Patera improvements (collectively, the “Project”); WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery of the “ Goleta Facilities Financing Authority Lease Revenue Bonds, Series 2025A” (the “Series 2025A Bonds”) for the purpose of financing the Project;
WHEREAS, in order to facilitate the issuance of the Series 2025A Bonds, the City will lease certain real property and the improvements located thereon (the “Property”) to the Authority pursuant to a Ground Lease, dated as of the date hereof, and the City will sublease the Property back from the Authority pursuant to a Lease Agreement, dated as of the date hereof (the “Lease Agreement”); WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance all or a portion of the Project through the issuance by the Authority of the Series 2025A Bonds payable from the base rental payments (the “Base Rental Payments”) to be made by the City under the Lease Agreement; WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of the date hereof;
WHEREAS, the Series 2025A Bonds will be payable equally and ratably from the Base Rental Payments;
WHEREAS, the Authority and the City desire to provide for the issuance of additional bonds in the future (the “Additional Bonds”) payable from the Base Rental Payments on a p arity with the Series 2025A Bonds (the Series 2025A Bonds and any such Additional Bonds being collectively referred to as the “Bonds”);
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured, and to secure 203

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the payment of the principal thereof, premium, if any, and interest thereon, the Authority and the City have authorized the execution and delivery of this Indenture; and WHEREAS, the Authority and the City have determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture has been in all respects duly authorized;
NOW THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties do hereby agree as follows:

ARTICLE I

DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions. Unless the c ontext otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of the Bonds and of any certificate, opinion, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Lease Agreement. “Additional Bonds” means Bonds other than the Series 2025A Bonds issued hereunder in accordance with the provisions of Sections 3.06 and 3.07 hereof. “Act” means the Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code.
“Additional Rental Payments” means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.02 of the Lease Agreement. “Assignment Agreement” means the Assignment Agreement, dated as of the date hereof, by and between the Authority and the Trustee, as amended and supplemented from time to time. “Authority” means the Goleta Facilities Financing Authority, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California. “Authorized Authority Representative ” means the Chair, Vice Chair, Executive Director, Treasurer and Secretary of the Authority, or any other person authorized by the Board of Directors of the Authority to act on behalf of the Authority under or with respect to this Indenture. “Authorized City Representative” means the Mayor of the City, the Mayor Pro Tem of the City, the City Manager of the City, the Finance Director of the City or the City Clerk, or any other person authorized by the City Council of the City to act on behalf of the City under or with respect to this Indenture.
“Authorized Denominations” means $5,000 or any integral multiple thereof. 204

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“Base Rental Payment Fund ” means the fund by that name established in accordance with Section 5.02 hereof.
“Base Rental Payments ” means all amounts payable to the Authority by the City as Base Rental Payments pursuant to Section 3.01 of the Lease Agreement. “Beneficial Owner” means, whenever used with respect to a Book -Entry Bond, the person whose name is recorded as the beneficial owner of such Book-Entry Bond or a portion of such Book- Entry Bond by a Participant on the records of such Participant or such person’s subrogee. “Bonds” means the Series 2025A Bonds and any Additional Bonds issued hereunder. “Book-Entry Bonds” means the Bonds of a Series registered in the name of the nominee of DTC, or any successor securities depository for such Series of Bonds, as the registered owner the reof pursuant to the terms and provisions of Section 2.10 hereof. “Business Day” means a day which is not (a) a Saturday, Sunday or legal holiday, (b) a day on which banking institutions in the State of California, or in any state in which the Office of th e Trustee is located, are required or authorized by law (including executive order) to close, or (c) a day on which the New York Stock Exchange is closed or the payment system of the Federal Reserve System is not operational.
“Cede & Co.” means Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to a Series of Book-Entry Bonds.
“City” means the City of Goleta, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Closing Date” means February _____, 2025.
“Code” means the Internal Revenue Code of 1986, as amended. “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated as of the date hereof, executed by the City, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
“Costs of Issuance” means all the costs of issuing and delivering the Bonds, including, but not limited to, all printing and document preparation expenses in connection with this Indenture, the Lease Agreement, the Ground Lease, the Assignment Agreement, the Bonds and any preliminary official statement and final official statement pertaining to the Bonds, rating agency fees, CUSIP Service Bureau charges, market study fees, legal fees and expenses of counsel with the issuance and delivery of the Bonds, the initial fees and expenses of the Trustee and its counsel, the initial fees and expenses of any bond insurer or reserve fund credit facility pr ovider, and other fees and expenses incurred in connection with the issuance and delivery of the Bonds, to the extent such fees and expenses are approved by the City.
“Costs of Issuance Fund ” means the fund by that name established in accordance with Section 3.04 hereof.
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“DTC” means The Depository Trust Company, a limited -purpose trust company organized under the laws of the State of New York, and its successors as securities depository for any Series of Book-Entry Bonds, including any such successor appointed pursuant to Section 2.10 hereof. “Electronic Means ” shall mean the following communications methods: e -mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or anothe r method or system specified by the Trustee as available for use in connection with its services hereunder.
“Federal Securities ” means (a) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), and (b) obligations of any agency, department or instrumentality of the United States of America the timely payment of principal of and interest on which are fully guaranteed by the United States of America.
“Ground Lease” means the Ground Lease, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with the provisions thereof and of the Lease Agreement. “Indenture” means this Indenture, as originally executed and as it may be amended or supplemented from time to time by any Supplemental Indenture. “Information Services ” means Municipal Securities Rulemaking Board through the Electronic Municipal Marketplace Access (EMMA) website; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as the Authority may designate in a Written C ertificate of the Authority delivered to the Trustee.
[“Insured Series 2025A Bonds” means the Series 2025A Bonds maturing on May 1, 20____ and May 1, 20____.]
“Insurer” means [_________________], or any successor thereto. “Interest Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Interest Payment Date ” means May 1 and November 1 of each year, commencing on [May 1, 2025].
“Joint Powers Agreement ” means the Joint Exercise of Powers Agreement dated as of [November] 1, 2024, by and between the City and California Statewide Communities Development Authority, pursuant to which the Authority is established, as originally executed and as it may from time to time be amended in accordance with the provisions thereof. [“Late Payment Rate” means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank, N.A., at its principal office in The City of New York, New York, as its prime or base lending rate (“Prime R ate”) (any change in such Prime Rate to be effective on the date such change is announced by JPMorgan Chase Bank, N.A.) plus 5%, and (ii) the then applicable highest rate of interest on the insured Series 2025A Bonds and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. In the event 206

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JPMorgan Chase Bank, N.A., ceases to announce its Prime Rate, the Prime Rate shall be the prime or base lending rate of such other bank, banking association or trust company as the Insurer, in its sole absolute discretion, shall designate. Interest at the Late Payment Rate on any amount owing to the Insurer shall be computed on the basis of the actual number of days elapsed in a year of 360 days.] “Lease Agreement” means the Lease Agreement, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may be from time to time amended in accordance with the provisions thereof.
“Moody’s” means Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, except that if such corporation shall no longer perform the function of a securities rating agency for any reason, the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority. “Office of the Trustee ” means the principal corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Authority and the City b y the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.
“Opinion of Counsel” means a written opinion of Stradling Yocca Carlson & Rauth LLP, or other counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the Authority or the City and which written opinion is satisfactory to the Trustee. “Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 11.09 hereof) all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except:
(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;
(b) Bonds with respect to which all liability of the Authority shall have been discharged in accordance with Section 10.01 hereof; and (c) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture. “Owner” means, with respect to a Bond, the Person in whose name such Bond is registered on the Registration Books.
“Participant” means any entity which is recognized as a participant by DTC in the book-entry system of maintaining records with respect to Book-Entry Bonds. “Participating Underwriter” has the meaning ascribed thereto in the Continuing Disclosure Certificate.
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“Permitted Investments ” means any of the following to the extent then permitted by the general laws of the State of California:
(1) (a) Direct obligations (other than an obligation subject to —variation in principal repayment) of the United States of America (“United States Treasury Obligations”), (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by th e full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner o f the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated (collectively “United States Obligations”).

These include, but are not necessarily limited to:
-U.S. Treasury obligations
All direct or fully guaranteed obligations
-Farmers Home Administration
Certificates of beneficial ownership
-General Services Administration
Participation certificates
-U.S. Maritime Administration
Guaranteed Title XI financing
-Small Business Administration
Guaranteed participation certificates
Guaranteed pool certificates
-Government National Mortgage Association (GNMA)
GNMA-guaranteed mortgage-backed securities
GNMA-guaranteed participation certificates
-U.S. Department of Housing & Urban Development
Local authority bonds
-Washington Metropolitan Area Transit Authority
Guaranteed transit bonds
(2) Federal Housing Administration debentures.
(3) The listed obligations of government-sponsored agencies which are not backed by the full faith and credit of the United States of America:
-Federal Home Loan Mortgage Corporation (FHLMC)
Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) Senior debt obligations
-Farm Credit Banks (formerly: Federal Land Banks, Federal intermediate Credit Banks and Banks for Cooperatives)
Consolidated systemwide bonds and notes
-Federal Home Loan Banks (FHL Banks)
Consolidated debt obligations
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-Federal National Mortgage Association (FNMA)
Senior debt obligations
Mortgage-backed securities (excluded are stripped mortgages securities which are purchased at prices exceeding their principal amounts) -Financing Corporation (FICO)
Debt obligations
-Resolution Funding Corporation (REFCORP)
Debt obligations
(4) Bank deposit products, unsecured certificates of deposit (including those placed by a third party pursuant to an agreement between the City and the Trustee), trust funds, trust accounts, overnight banking deposits, interest bearing deposits, interest bearing money market accounts, time deposits, demand deposits, other deposit products, and bankers’ acceptances (h aving maturities of not more than 30 days) of any bank (including the Trustee and any affiliate) [the short- term obligations of which are rated “A -1” or “A -2” without regard to qualifier by a nationally recognized rating agency service.]
(5) Deposits the a ggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC), in banks, including the Trustee and its affiliates, which have capital and surplus of at least $5 million.
(6) Commercial paper (having original maturities of not more than 270 days) rated, at the time of purchase, “A-1” or better by S&P and “Prime-1” by Moody’s. (7) Money market mutual funds rated in the highest investment category granted thereby from S&P and Moodys (including those for which the Trustee or its affiliates receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise) but excluding such funds with a floating net asset value. (8) Repurchase agreements:

With (1) any domestic ba nk, or domestic branch of a foreign bank or any non -bank financial institution or primary dealer as designated by the Federal Reserve the long term debt of which is rated at least “BBB+” by Standard & Poor’s or Moody’s (including the Trustee or any of its affiliates); or (2) any broker -dealer with “retail customers” or a related affiliate thereof which broker -dealer has, or the parent company (which guarantees the provider) of which has, long -term debt rated at least “BBB+” by Standard & Poor’s or Moody’s, which broker-dealer falls under the jurisdiction of the Securities Investors Protection Corporation; or (3) any other entity rated “BBB+” or better by Standard & Poor’s or Moody’s, provided that:
(a) The collateral shall be securities described in clause 1 (a), (b) or (c) of this subsection, and the market value of the collateral is maintained at levels equal to 104% of the amount of cash transferred by the Trustee or the City to the provider of the repurchase agreement plus accrued interest with the collateral being valued weekly and marked-to-market at current market price plus accrued interest; (b) The Trustee or a third party acting solely as agent therefor or for the City (the “Holder of the Collateral”) has possession of the collateral or the collateral 209

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has been transferred to the Holder of the Collateral in accordance with applicable state and federal laws (other than by means of entries on the transferor’s books); (c) The repurchase or reverse repurchase agreement shall state and an opinion of counsel shall be rendered at the time such collateral is delivered that the Holder of the Collateral has a first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collateral is in possession);
(d) The repurchase or reverse repurchase agreement shal l provide that if during its term the provider’s rating by either Moody’s or Standard & Poor’s is withdrawn or suspended or falls below “BBB” by Standard & Poor’s or “Baa2” by Moody’s, as appropriate, the provider must, at the direction of Trustee, within 10 days of receipt of such direction, repurchase all collateral and terminate the agreement, with no penalty or premium to the Trustee or the City.

Notwithstanding the above, if a repurchase agreement has a term of 270 days or less (with no evergreen provision), collateral levels need not be as specified in (a) above, so long as such collateral levels are 103% or better and the provider is rated at least “A” by Standard & Poor’s or Moody’s, respectively.
(9) State Obligations
(a) Direct general obligations of any state of the United States or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated “A2” by Moody’s and “A” by S&P, or better, or any obligation fully and u nconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated. (b) Direct, general short -term obligations of any state agency or subdivision described in (a) above and rated “A -1+” by S&P and “Prime -1” by Moody’s.
(c) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state, state agency or subdivision described in (a) above and rated “AA” or better by S&P and “Aa” or better by Moody’s.
(10) Local Agency Investment Fund of the State of California. (11) Investment agreements with a domestic or foreign bank or corporation (other than a life or property casualty insurance company) the long -term debt of which, or, in the case of a guaranteed corporation the long -term debt of the guar antor, or in the case of a monoline financial guaranty insurance company the claims paying ability of the guarantor, is rated at least “A+” by S&P and “A1” by Moody’s; provided, that prior written notice of an investment in the investment agreement is provided to S&P and, provided, further, by the terms of the investment agreement:
(a) interest payments are to be made to the Trustee at times and in amounts as necessary to pay debt service on the Bonds;
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(b) the invested funds are available for withdrawal wit hout penalty or premium, at any time for purposes identified in this Indenture other than acquisition of alternative investment property upon not more than seven days prior notice (which notice may be amended or withdrawn at any time prior to the specified withdrawal date); provided that the Indenture specifically requires the Trustee or the City to give notice in accordance with the terms of the investment agreement so as to receive funds thereunder with no penalty or premium paid;
(c) the investment agree ment shall state that it is the unconditional and general obligation of, and is not subordinated to any other obligation of, the provider thereof;
(d) a guaranteed rate of interest is to be paid on invested funds and all future deposits, if any, required to be made to restore the amount of such funds to the level specified under the Indenture;
(e) the Trustee and the City receive the opinion of domestic counsel (which opinion shall be addressed to the City) that such investment agreement is legal, valid and binding and enforceable against the provider in accordance with its terms and of foreign counsel (if applicable);
(f) the investment agreement shall provide that if during its term (A) the provider’s or the guarantor’s rating by either Moody’s or S&P is w ithdrawn or suspended or falls below “A+” or “A1”, respectively, or, with respect to a foreign bank, below the ratings of such provider at the delivery date of the investment agreement, the provider must, at the direction of the City or the Trustee (acting at the direction of the City) within 10 days of receipt of such direction, either (1) collateralize the investment agreement by delivering or transferring in accordance with applicable state and federal laws (other than by means of entries on the provider ’s books) to the Trustee, the City or a Holder of the Collateral, United States Treasury Obligations which are free and clear of any third -party liens or claims at the Collateral Levels set forth below; or (2) repay the principal of and accrued but unpaid interest on the investment (the choice of (1) or (2) above shall be that of the City or Trustee (acting at the direction of the City), as appropriate), and (B) the provider’s or the guarantor’s rating by either Moody’s or S&P is withdrawn or suspended or falls below “BBB” or “Baa2,” or, with respect to a foreign bank, below “A+” or “A1” by S&P or Moody’s, as appropriate, the provider must, at the direction of the City or the Trustee (acting at the direction of the City), within 10 days of receipt of such di rection, repay the principal of and accrued but unpaid interest on the investment, in either case with no penalty or premium to the City or Trustee;
(g) the investment agreement shall state, and an opinion of counsel shall be rendered to the effect, that the Trustee has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Trustee is in possession); and (h) the investment agreement must provide th at if during its term (A) the provider shall default in its payment obligations, the provider’s obligation under the investment agreement shall, at the direction of the City or the Trustee, be accelerated 211