Agenda packet — Mammoth Lakes City Council, February 21, 2024 (part 4 of 5)

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and effect as if the Town 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 provided by the law applicable to this transaction for the use or detention of money or for forbearance in seeking its collection. the Town covenants and agrees that the Municipal Bond Insurer Reimbursement Amounts are secured on a parity with amounts due under the Lease Agreement.

Funds held in the Municipal Bond Insurance 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 Municipal Bond Insurance Policy Payments Account following a Payment Date shall promptly be remitted to the Municipal Bond Insurer.

The Municipal Bond Insurer shall, to the extent it makes any payment of principal or interest with respect to the Insured Certificates, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Municipal Bond Insurance Policy (which subrogation rights shall also include the rights of any such recipients in connection with any Insolvency Proceeding). Each obligation of the Town to the Municipal Bond Insurer under the Lease Agreement or this Trust Agreement shall survive discharge or termination of the Lease Agreement or this Trust Agreement.

The Town shall pay or reimburse the Municipal Bond Insurer, as an Additional Payment, any and all charges, fees, costs and expenses that the Municipal Bond Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in the Site and Facility Lease, the Lease Agreement, the Assignment Agreement or this Trust Agreement; (ii) the pursuit of any remedies under the Site and Facility Lease, the Lease Agreement, the Assignment Agreement or this Trust Agreement or otherwise afforded by law or equity; (iii) any amendment, waiver or other action with respect to, or related to, the Site and Facility Lease, the Lease Agreement, the Assignment Agreement or this Trust Agreement whether or not executed or completed; or (iv) any litigation or other dispute in connection with the Site and Facility Lease, the Lease Agreement, the Assignment Agreement or this Trust Agreement or the transactions contemplated thereby, other than costs resulting from the failure of the Municipal Bond Insurer to honor its obligations under the Municipal Bond Insurance Policy. The Municipal Bond Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the Site and Facility Lease, the Lease Agreement, the Assignment Agreement or this Trust Agreement.

After payment of reasonable fees and expenses of the Trustee, the application of funds realized upon default shall be applied to the payment of expenses of the Town or rebate only after the payment of past due and current debt service on the Insured Certificates and amounts required to restore the Reserve Fund to the Reserve Requirement.

The Municipal Bond Insurer shall be entitled to pay principal or interest with respect to the Insured Certificates that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Municipal Bond Insurance Policy), whether or not the Municipal Bond Insurer has received a Notice of Nonpayment (as such terms are defined in the Municipal Bond Insurance Policy) or a claim upon the Municipal Bond Insurance Policy.

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ARTICLE XV

MISCELLANEOUS
Section 15.01. Defeasance. If and when all Outstanding Certificates shall be paid and discharged and all other amounts due and owing hereunder have been paid (as set forth below) then, notwithstanding that any Certificates shall not have been surrendered for payment, all obligations of the Corporation, the Trustee and the Town with respect to all Outstanding Certificates shall cease and terminate, except only the obligations of the Town under Section

11.03 hereof and to pay or cause to be paid, from Lease Payments paid by or on behalf of the Town from funds deposited pursuant to paragraphs (b) or (c) of this Section 15.01, to the Owners of the Certificates not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to paragraphs (b) or (c), the Certificates shall continue to represent direct and fractional interests of the Owners thereof in Lease Payments under the Lease Agreement.

Such payment and discharge may be accomplished in either of the following ways:
(a) by well and truly paying or causing to be paid the principal, and interest with respect to all Certificates Outstanding, as and when the same become due and payable; (b) by irrevocably depositing with the Trustee or an escrow agent security for the payment of Lease Payments as more particularly described in Section 10.1 of the Lease Agreement, to be applied to pay the Lease Payments as the same become due and payable and prepay the Lease Payments in full on any prepayment date, pursuant to Section 10.1 of the Lease Agreement.
(c) by irrevocably depositing with the Trustee or an escrow agent, Defeasance Obligations in such amount as an Accountant (hereinafter defined) shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established pursuant to this Trust Agreement, be fully sufficient to pay and discharge the Town’s obligations with respect to all Certificates or the applicable portion of (including all principal, interest and redemption premiums) at or before maturity.

Any funds held by the Trustee, at the time of one of the events described in paragraphs (a), (b) or (c) of this Section 15.01, which are not required for the payment to be made to Owners or the Municipal Bond Insurer shall, after payment of all fees and expenses of the Trustee and the Municipal Bond Insurer, including attorneys' fees and expenses (including allocated costs of internal counsel), be paid over to the Town.

To accomplish defeasance, other than as described in paragraph (c) above, the Town shall cause to be delivered to the Municipal Bond Insurer (i) a report of an independent firm of nationally recognized certified public accountants or such other accountant as shall be acceptable to the Municipal Bond Insurer (“Accountant”) verifying the sufficiency of the escrow established to pay the Insured Certificates in full on the maturity or redemption date (“Verification”), (ii) an escrow deposit agreement (which shall be acceptable in form and substance to the Municipal Bond Insurer), and (iii) an opinion of nationally recognized bond counsel to the effect that (A) the Insured Certificates are no longer Outstanding and (B) the defeasance will not adversely affect the exclusion from gross income for federal income tax purposes of interest with respect to the Certificates; each Verification and defeasance opinion shall be acceptable in form and substance to the Townand the Municipal Bond Insurer, and addressed, to the Town and the Trusteeand the Municipal Bond Insurer. In the event a forward

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purchase agreement will be employed in the refunding, such agreement shall be subject to the approval of the Municipal Bond Insurer and shall be accompanied by such opinions of counsel as may be required by the Municipal Bond Insurer. The Municipal Bond 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.

Insured Certificates shall be deemed Outstanding under this Trust Agreement unless and until they are in fact paid and retired or the above criteria are met.

Section 15.02. Records. The Trustee shall keep records in accordance with corporate trust industry standards of all moneys received and disbursed by it under this Trust Agreement, which shall be available for inspection by the Town, the Corporation, the Municipal Bond Insurer and any Owner of at least five percent (5%) of the Outstanding principal amount of the Certificates, or the agent of any of them, at any time during regular business hours on any Business Day upon reasonable prior notice.

Section 15.03. Notices. All written notices to be given under this Trust Agreement shall be given by first class mail, postage prepaid, overnight mail, courier, and if the information is included below by fax or email to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time. Notice shall be effective upon deposit in the United States first class mail, postage prepaid to the address set forth below:

If to the Corporation: Mammoth Lakes Municipal Service Corporation c/o Town of Mammoth Lakes
437 Old Mammoth Road, Suite 230
Mammoth Lakes, CA 93546
Attention: Town Manager
Phone: (760) 965-3601
To the Town: Town of Mammoth Lakes
437 Old Mammoth Road, Suite 230
Mammoth Lakes, CA 93546
Attention: Town Manager
Phone: : (760) 965-3601
To the Trustee: U.S. Bank Trust Company, National Association 555 SW Oak Street
Portland, OR 97204
Attention: Global Corporate Trust
Phone: (503) 464-4199
If to the Municipal Bond Insurer: See Section 14.01(a)
The Corporation, the Town, the Trustee and the Municipal Bond Insurer, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent.

Section 15.04. Governing Law. This Trust Agreement shall be construed and governed in accordance with the laws of the State.

Section 15.05. Binding Effect; Successors. This Trust Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Whenever in this Trust Agreement the Corporation, the Town or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all

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the covenants and agreements in this Trust Agreement contained by or on behalf of the Corporation, the Town or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 15.06. Execution in Counterparts. This Trust Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. The exchange of copies of this Trust Agreement and of signature pages by facsimile or pdf transmission shall constitute effective execution and delivery of this Trust Agreement to the parties hereto and may be used in lieu of the original Trust Agreement and signature pages for all purposes.

Section 15.07. Destruction of Canceled Certificates. Whenever in this Trust Agreement provision is made for the surrender to or cancellation by the Trustee and the delivery to the Town of any Certificates, the Trustee may, in lieu of such cancellation and delivery, destroy such Certificates and shall deliver a certificate of such destruction to the Town.

Section 15.08. Headings. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Trust Agreement. All references herein to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Trust Agreement; and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section or subdivision hereof.

Section 15.09. Waiver of Notice. Whenever in this Trust Agreement the giving of notice by first class mail, postage prepaid, or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 15.10. Payments Due on Other than Business Day. If the date for making any payment as provided in this Trust Agreement is not a Business Day, such payment may be made on the next succeeding Business Day with the same force and effect as if done on the date provided therefore herein.

Section 15.11. Payment of Unclaimed Moneys. Notwithstanding any provisions of this Trust Agreement and subject to the escheat laws of the State, any moneys held by the Trustee in trust for the payment of the principal or interest due with respect to any Certificates and remaining unclaimed two years from the date of deposit of such funds, or if the law shall have been changed and the Town has notified the Trustee of such change or the Trustee notifies the Town, then on the date thirty (30) days prior to the then applicable escheat provision of State law, shall, on such date, be repaid to the Town (without liability for interest) free from the trusts created by this Trust Agreement, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the Town as aforesaid, the Trustee may (at the cost and request of the Town) first mail to the Owners to whom such amounts have not yet been paid, at the addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trustee with respect to the amounts so payable and with respect to the provisions relating to the repayment to the Town of the moneys held for the payment thereof. The Trustee shall not be liable for any interest on funds held by it. the Town shall not be liable for any interest on the sums paid to it pursuant to this Section 15.11 and shall not be regarded as a trustee of such money.

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Section 15.12. U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Trust Agreement agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

Section 15.13. Waiver of Jury Trial. EACH OF THE CORPORATION, THE Town AND

THE TRUSTEE 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 THE LEASE AGREEMENT, THIS

TRUST AGREEMENT, THE CERTIFICATES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 15.14. Separability of Invalid Provisions. In case any one or more of the provisions contained in this Trust Agreement or in the Certificates shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision of this Trust Agreement, and this Trust Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The parties hereto hereby declare that they would have entered into this Trust Agreement and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the delivery of the Certificates pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses or phrases of this Trust Agreement may be held illegal, invalid or unenforceable.
[Remainder of this page is intentionally left blank]

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S-1
[Signature page to Trust Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Trust Agreement as of the date and year first above written.

U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By
Authorized Signatory

TOWN OF MAMMOTH LAKES
By
______________
Town Manager

MAMMOTH LAKES MUNICIPAL

SERVICE CORPORATION
By
_____________
Executive Director

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Quint & Thimmig LLP 01/17/24
Exhibit A 13021.16

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EXHIBIT A

DEFINITIONS
“Additional Payments” means the payments so designated and required to be paid by the Town pursuant to Section 4.7 of the Lease Agreement.
“Assignment Agreement” means the Assignment Agreement, dated as of July 1, 2024, by and between the Corporation and the Trustee, together with any duly authorized and executed amendments thereto.
“Bond Counsel” means (a) Quint & Thimmig LLP, or (b) any other attorney or firm of attorneys appointed by or acceptable to the Town of nationally recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Code.
“Business Day” means a day which is not a Saturday, Sunday or legal holiday on which banking institutions in the state in which the Designated Corporate Trust Office is located or in the State are closed or are required to close or a day on which the New York Stock Exchange is closed.
“Certificate of Completion” means the certificate of a Town Representative certifying that the Project has been completed by the Town and that all costs relating thereto have been paid. “Certificates” means the $_____ aggregate principal amount of certificates of participation to be executed and delivered pursuant to the Trust Agreement which evidence direct, undivided fractional Interests of the Owners thereof in Lease Payments. “Closing Date” means July 2, 2024, the date upon which there is a physical delivery of the Certificates in exchange for the amount representing the purchase price of the Certificates by the Original Purchaser.
“Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced in the Lease Agreement or the Trust Agreement) as it may be amended to apply to obligations issued on the Closing Date, together with applicable temporary and final regulations promulgated under the Code. “Continuing Disclosure Certificate” shall mean that certain Continuing Disclosure Certificate executed by the Town and dated the date of execution and delivery of the Certificates, as it may be amended from time to time in accordance with the terms thereof. “Corporation” means the Mammoth Lakes Municipal Service Corporation, a nonprofit public benefit corporation organized and existing under and by virtue of the laws of the State. “Corporation Representative” means the President, the Executive Director, the Treasurer and the Secretary of the Corporation, or the designee of any such official, or any other person authorized by resolution delivered to the Trustee to act on behalf of the Corporation under or with respect to the Site and Facility Lease, the Lease Agreement, the Assignment Agreement and the Trust Agreement.
“Council” means the Town Council of the Town.

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Exhibit A

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“County” means Mono County, a political subdivision of the State. “Defeasance Obligations” means (a) cash, (b) non-callable direct obligations of the United States of America (“Treasuries”), (c) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries 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 Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (d) 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 (e) subject to the prior written consent of the Municipal Bond Insurer, securities eligible for “AAA” defeasance under then existing criteria of S&P the Municipal Bond Insurer otherwise approves. “Delivery Costs” means all items of expense directly or indirectly payable by or reimbursable to the Town or the Corporation relating to the execution and delivery of the Site and Facility Lease, the Lease Agreement, the Trust Agreement and the Assignment Agreement or the execution, sale and delivery of the Certificates, including but not limited to filing and recording costs, settlement costs, printing costs, reproduction and binding costs, costs for statistical data, initial fees and charges of the Trustee (including the fees and expenses of its counsel), financing discounts, legal fees and charges, insurance fees and charges (including title insurance), financial and other professional consultant fees, costs of rating agencies for credit ratings, fees for execution, transportation and safekeeping of the Certificates, the premiums for the Municipal Bond Insurance Policy and the Reserve Policy and charges and fees in connection with the foregoing.
“Delivery Costs Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.01 of the Trust Agreement.
“Designated Corporate Trust Office” means the corporate trust office of the Trustee as designated in Section 10.13 of the Trust Agreement or such other office designated by the Trustee from time to time except that with respect to presentation of Certificates for payment or for registration of transfer and exchange or surrender and cancellation, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency business shall be conducted.
“Event of Default” means an event of default under the Lease Agreement, as defined in Section 9.1 thereof.
“Facility” means, collectively, those facilities described in Exhibit B to the Site and Facility Lease and in Exhibit B to the Lease Agreement. “Federal Securities” means (a) Cash, and (b) obligations of, or obligations guaranteed as to principal and interest by, the United States or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States including: (i) United States treasury obligations, (ii) all direct or fully guaranteed obligations, (iii) General Services Administration, (iv) Guaranteed Title XI financing, (v) Government National Mortgage Association (GNMA), and (vi) State and Local Government Series. “Fiscal Year” means the twelve-month period beginning on July 1 of any year and ending on June 30 of the next succeeding year, or any other twelve-month period selected by the Town as its fiscal year.

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Exhibit A

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“Independent Counsel” means an attorney duly admitted to the practice of law before the highest court of the state in which such attorney maintains an office and who is not an employee of the Corporation, the Town or the Trustee.
“Information Services” means the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Council (at http://emma.msrb.org) or, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other national information services providing information or disseminating notices of redemption of obligations similar to the Certificates.
“Insurance and Condemnation Fund” means the fund by that name established and held by the Trustee pursuant to Section 6.01 of the Trust Agreement. “Interest Payment Date” means the first (1st) day of June and December in each year, commencing December 1, 2024, so long as any Certificates are Outstanding. “Lease Agreement” means that certain agreement for the lease of the Property by the Corporation to the Town, dated as of July 1, 2024, together with any duly authorized and executed amendments thereto.
“Lease Payment Date” means the fifteenth (15th) day of May and November in each year during the Term of the Lease Agreement, commencing November 1, 2024. “Lease Payment Fund” means the fund by that name established and held by the Trustee pursuant to Section 5.02 of the Trust Agreement.
“Lease Payments” means the total payments required to be paid by the Town pursuant to Section 4.4 of the Lease Agreement, including any prepayment thereof pursuant to Article X of the Lease Agreement, which payments consist of an interest component and a principal component, as set forth in Exhibit C to the Lease Agreement. “Moody’s” means Moody’s Investors Service, New York, New York, or its successors. “Municipal Bond Insurance Policy” means the municipal bond insurance policy issued by the Municipal Bond Insurer guaranteeing the scheduled payment, when due, of the principal and interest with respect to the Insured Certificates.
“Municipal Bond Insurer” means _____________, a ____________, or any successor thereto or assigns thereof.
“Net Proceeds,” when used with respect to insurance or condemnation proceeds, means any insurance proceeds or condemnation award paid with respect to the Property, to the extent remaining after payment therefrom of all expenses incurred in the collection thereof. “Original Purchaser” means the first purchaser of the Certificates upon their delivery by the Trustee on the Closing Date.
“Outstanding,” when used as of any particular time with respect to Certificates, means (subject to the provisions of Section 9.03 of the Trust Agreement) all Certificates theretofore executed and delivered by the Trustee under the Trust Agreement except:

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Exhibit A

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(a) Certificates theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;
(b) Certificates for the payment or redemption of which funds or Defeasance Obligations in the necessary amount shall have theretofore been deposited with the Trustee or an escrow holder (whether upon or prior to the maturity or redemption date of such Certificates), provided that, if such Certificates are to be redeemed prior to maturity, notice of such redemption shall have been given as provided in Section 4.03 of the Trust Agreement or provision satisfactory to the Trustee shall have been made for the giving of such notice; (c) Certificates in lieu of or in exchange for which other Certificates shall have been executed and delivered by the Trustee pursuant to Section 2.09 of the Trust Agreement; and (d) Certificates paid pursuant to Section 2.09 of the Trust Agreement. “Owner” or “Certificate Owner” or “Owner of a Certificate,” or any similar term, when used with respect to a Certificate means the person in whose name such Certificate shall be registered on the Registration Books.
“Participating Underwriter” shall have the meaning ascribed thereto in the Continuing Disclosure Certificate.
“Permitted Encumbrances” means, as of any particular time: (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the Town may, pursuant to provisions of Article V of the Lease Agreement, permit to remain unpaid; (b) the Site and Facility Lease; (c) the Lease Agreement; (d) the Assignment Agreement; (e) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; (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 and which the Town certifies in writing will not materially impair the use of the Property; and (g) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions established following the date of recordation of the Lease Agreement and to which the Corporation and the Town agree in writing do not reduce the value of the Property.
“Permitted Investments” means any of the following:
(a) Federal Securities;
(b) Federal Housing Administration debentures;
(c) The following listed obligations government-sponsored agencies which are not backed by the full faith and credit of the United States of America:
(i) Federal Home Loan Mortgage Corporation (FHLMC) senior debt obligations and participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts), (ii) Farm Credit System (formerly Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives) consolidated system-wide bonds and notes, (iii) Federal Home Loan Banks (FHL Banks) consolidated debt obligations,

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Exhibit A

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(iv) Federal National Mortgage Association (FNMA) senior debt obligations and mortgage-backed securities (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts), (v) Financing Corporation (FICO) debt obligations, and
(vi) Resolution Funding Corporation (REFCORP) debt obligations; (d) Unsecured certificates of deposit, time deposits, and bankers” acceptances (having maturities of not more than 30 days) of any bank, which may include the Trustee and its affiliates, the short-term obligations of which are rated “A-1” or better by S&P; (e) Bank deposit products, demand deposits, interest bearing money market accounts, trust funds, trust accounts, overnight deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC), in banks, which may include the Trustee and its affiliates, which have capital and surplus of at least $5 million; (f) Commercial paper (having original maturities of not more than 30 days) rated at the time of purchase “A-1+” by S&P and “Prime-1” by Moody’s; (g) Money market funds rated in the highest rating category by S&P and Moody’s including such funds for which the Trustee or an affiliate receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise; (h) “State Obligations,” which means:
(i) Direct general obligations of any state of the United States of America or any subdivision of agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated “A3” 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, (ii) Direct general short-term obligations of any state agency or subdivision or agency thereof described in (i) above and rated “A-1+” by S&P and “MIG-1” by Moody’s, and
(iii) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state or state agency described in (i) above and rated “AA” or better by S&P and “Aa” or better by Moody’s;
(i) Pre-refunded municipal obligations rated “AAA” by S&P and “Aaa” by Moody’s meeting the following requirements:
(i) the municipal obligations are (A) not subject to redemption prior to maturity or (B) the trustee for the municipal obligations 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,
(ii) the municipal obligations are secured by cash or U.S. Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations,

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Exhibit A

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(iii) the principal of and interest on the U.S. 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”), (iv) the cash or U.S. 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
(v) no substitution of a U.S. Treasury Obligation shall be permitted except with another U.S. Treasury Obligation and upon delivery of a new Verification, and (vi) the cash or U.S. Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent; (j) Repurchase agreements with
(i) any domestic bank, or domestic branch of a foreign bank, the long term debt of which is rated at least “AA” by S&P and Moody’s, or
(ii) 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 “AA” by S&P and Moody’s, which broker-dealer falls under the jurisdiction of the Securities Investors Protection Corporation, or (iii) any other entity rated “AA” or better by S&P and Moody’s and acceptable to the Municipal Bond Insurer, provided that:
(A) The market value of the collateral is maintained at levels and upon such conditions as would be acceptable to S & P and Moody’s to maintain an “A” rating in an “A” rated structured financing (with a market value approach), (B) The Trustee or a third party acting solely as agent therefor or for the District (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 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 perfected 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) All other requirements of S&P in respect of repurchase agreements shall be met, and
(E) The repurchase agreement shall provide that if during its term the provider’s rating by either Moody’s or S&P is withdrawn or suspended or falls below “A-” by S&P or “A3” by Moody’s, as appropriate, the provider must, at the direction of the District or the Trustee (who shall give such direction if so directed by the Municipal Bond Insurer), within 10 days of receipt of such

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Exhibit A

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direction, repurchase all collateral and terminate the agreement, with no penalty or premium to the District or Trustee.

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 S&P and Moody’s, respectively.
(k) 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 is rated at least “AA” (stable) by S&P and “Aa” (stable) by Moody’s, or, in the case of a monoline municipal bond insurance company, claims paying ability of the guarantor is rated at least “AAA” (stable) by S&P and “Aaa” (stable) by Moody’s; provided that, by the terms of the investment agreement:
(i) interest payments are to be made to the Trustee at times and in amounts as necessary to pay debt service (or, if the investment agreement is for the construction fund, construction draws) with respect to the Certificates; (ii) the invested funds are available for withdrawal without penalty or premium, at any time upon not more than seven days’ prior notice; the District and the Trustee agree to give or cause to be given notice in accordance with the terms of the investment agreement so as to receive funds thereunder with no penalty or premium paid; (iii) the investment agreement shall state that is the unconditional and general obligation of, and is not subordinated to any other obligation of, the provider thereof or, if the provider is a bank, the agreement or the opinion of counsel shall state that the obligation of the provider to make payments thereunder ranks pari passu with the obligations of the provider to its other depositors and its other unsecured and unsubordinated creditors;
(iv) the District or the Trustee receives the opinion of domestic counsel (which opinion shall be addressed to the District and the Municipal Bond Insurer) that such investment agreement is legal, valid, binding and enforceable upon the provider in accordance with its terms and of foreign counsel (if applicable) in form and substance acceptable, and addressed to, the Municipal Bond Insurer; (v) the investment agreement shall provide that if during its term:
(A) the provider’s rating by either S&P or Moody’s falls below “AA-” or “Aa3”, respectively, the provider shall, at its option, within 10 days of receipt of publication of such downgrade, either (i) 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 District, the Trustee or a third party acting solely as agent therefor (the “Holder of the Collateral”) collateral free and clear of any third-party liens or claims the market value of which collateral is maintained at levels and upon such conditions as would be acceptable to S & P and Moody’s to maintain an “A” rating in an “A” rated structured financing (with a market value approach); or (ii) repay the principal of and accrued but unpaid interest on the investment, and (B) the provider’s rating by either S&P or Moody’s is withdrawn or suspended or falls below “A-” or “A3”, respectively, the provider must, at the

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Exhibit A

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direction of the District or the Trustee (who shall give such direction if so directed by the Municipal Bond Insurer), 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 District or Trustee, and
(vi) the investment agreement shall state, and an opinion of counsel shall be rendered, in the event collateral is required to be pledged by the provider under the terms of the investment agreement, at the time such collateral is delivered, that the Holder of the Collateral 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 Holder of the Collateral is in possession); and (vii) the investment agreement must provide that if during its term:
(A) the provider shall default in its payment obligations, the provider’s obligations under the investment agreement shall, at the direction of the District or the Trustee (who shall give such direction if so, directed by the Municipal Bond Insurer), be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the District 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 District or Trustee, as appropriate.
(l) The Local Agency Investment Fund of the State created pursuant to section 16429.1 of the California Government Code, to the extent the Trustee is authorized to register such investment in its name.
(m) The County Investment Pool
(n) Other forms of investments (including repurchase agreements) approved in writing by the Municipal Bond Insurer.
“Proceeds,” when used with reference to the Certificates, means the face amount of the Certificates, less original issue discount.
“Project” means the construction of a new Town Hall facility and the acquisition of certain land and improvements, more particularly described in Exhibit C to the Trust Agreement.
“Project Costs” means all costs of payment of, or reimbursement for, the Project. “Project Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.03 of the Trust Agreement.
“Property” means, collectively, the Site and the Facility. “Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-pay letter of credit, insurance policy or surety bond issued by a commercial bank or insurance company and deposited with the Trustee in the Reserve Fund, including the Reserve Policy,

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provided that with respect to any such letter of credit, insurance policy or surety bond other than the Reserve Policy, all of the following requirements are met at the time of acceptance thereof by the Trustee: (a) at the time of issuance the long-term credit rating of such bank or insurance company is AA or better from S&P or Aa or better from Moody’s, or the claims paying ability of such insurance company is rated in the highest rating category by A.M. Best & Company; (b) such letter of credit or surety bond has a term of at least 12 months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released under the Trust Agreement; and (d) the Trustee is authorized under the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Lease Payment Fund for the purpose of making payments required under the Trust Agreement.
“Rating Category” means, with respect to any Permitted Investment, one of the generic categories of rating by Moody’s or S&P applicable to such Permitted Investment, without regard to any refinement or graduation of such rating category by a plus or minus sign or a numeral.
“Registration Books” means the records maintained by the Trustee pursuant to Section

2.12 of the Trust Agreement for registration of the ownership and transfer of ownership of the Certificates.
“Regular Record Date” means the close of business on the fifteenth (15th) day of the month preceding each Interest Payment Date, whether or not such fifteenth (15th) day is a Business Day.
“Rental Period” means each twelve-month period during the Term of the Lease Agreement commencing on December 2 in any year and ending on December 1 in the next succeeding year; provided, however, that the first Rental Period shall commence on the Closing Date and shall end on December 1, 2024.
“Reserve Fund” means the fund by that name established and held by the Trustee pursuant to Section 6.01 of the Trust Agreement.
“Reserve Policy” means the Municipal Bond Insurance Policy issued by the Municipal Bond Insurer for deposit in the Reserve Fund in an amount equal to the Reserve Requirement. “Reserve Requirement” means an amount equal to the least of maximum annual Lease Payments, 125% of average annual Lease Payments and 10% of the principal amount of the Certificates, which amount shall be $_________ on the Closing Date (maximum annual Lease Payments). On the date of delivery of the Certificates, in lieu of a cash deposit to the Reserve Fund, the Municipal Bond Insurer will issue the Reserve Policy, in an amount equal to the Reserve Requirement.
“S&P” means S&P Global Ratings, a Standard & Poor's Financial Services LLC business, New York, New York, or its successors.
“Securities Depositories” means The Depository Trust Company, 55 Water Street, 50th Floor, New York, NY 10041 Attention: Call Notification Department; or to such other addresses and/or such other registered securities depositories holding substantial amounts of obligations of types similar to the Certificates.

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Exhibit A

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“Site” means, collectively, that certain real property more particularly described in Exhibit A to the Site and Facility Lease and in Exhibit A to the Lease Agreement. “Site and Facility Lease” means the Site and Facility Lease, dated as of July 1, 2024, by and between the Town, as lessor, and the Corporation, as lessee, together with any duly authorized and executed amendments thereto.
“State” means the State of California.
“Term of the Lease Agreement” means the time during which the Lease Agreement is in effect, as provided in Section 4.2 of the Lease Agreement. “Town” means Town of Mammoth Lakes, a municipal corporation and general law city, duly organized and existing under and by virtue of the laws of the State. “Town Representative” means the Mayor, the Town Manager, the Finance Director or any other person authorized by resolution of the Council delivered to the Trustee to act on behalf of the Town under or with respect to the Site and Facility Lease, the Lease Agreement and the Trust Agreement.
“Trust Agreement” means the Trust Agreement, dated as of July 1, 2024, by and among the Town, the Corporation and the Trustee, together with any duly authorized amendments thereto.
“Trustee” means U.S. Bank Trust Company, National Association, or any successor thereto, acting as Trustee pursuant to the Trust Agreement.

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Quint & Thimmig LLP 01/17/24
Exhibit B 13021.16

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EXHIBIT B

FORM OF THE CERTIFICATES
Certificate of Participation
(2024 Capital Improvement Financing Project)
Evidencing a Direct, Undivided Fractional Interest of the Owners Hereof in Lease Payments to be Made by the

TOWN OF MAMMOTH LAKES
As the Rental for Certain Property Pursuant to a Lease Agreement with the Mammoth Lakes Municipal Service Corporation

RATE OF INTEREST MATURITY DATE DATED DATE CUSIP
______% June 1, ____ July 2, 2024 _____ ___
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: __________________________ DOLLARS
THIS IS TO CERTIFY THAT the registered owner identified above, or registered assigns (the “Owner”), as the registered owner of this Certificate of Participation (the “Certificate”), is the owner of a direct, undivided, fractional interest in a portion of the lease payments (the “Lease Payments”) to be paid by the Town of Mammoth Lakes, a municipal corporation and general law city, duly organized and existing under the laws of the State of California (the “Town”), pursuant to that certain Lease Agreement, dated as of July 1, 2024, by and between the Mammoth Lakes Municipal Service Corporation, a nonprofit public benefit corporation organized and existing under the laws of the State of California (the “Corporation”) and the Town (the “Lease Agreement”), which Lease Payments, prepayments and certain other rights and interests under the Lease Agreement have been assigned to U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), having a corporate trust office in San Francisco, California, or any other such location so designated by the Trustee (the “Designated Corporate Trust Office”).

The Owner is entitled to receive, subject to the terms of the Lease Agreement, on the Maturity Date identified above, the Principal Amount identified above, representing a direct, undivided fractional portion of the Lease Payments designated as principal coming due on such date, and to receive on June 1 and December 1 of each year, commencing December 1, 2024 (each, an “Interest Payment Date”), until payment in full of said Principal Amount, the Owner’s direct, undivided fractional share of the Lease Payments designated as interest coming due during the six months immediately preceding each of the Interest Payment Dates; provided that interest represented hereby shall be payable from the Interest Payment Date next preceding the date of execution of this Certificate unless (i) this Certificate is executed on an Interest Payment Date, in which event interest shall be payable from such Interest Payment Date, or (ii) this Certificate is executed after the close of business on the fifteenth (15th) day of the month immediately preceding an Interest Payment Date, and prior to such Interest Payment Date, in which event interest shall be payable from such Interest Payment Date, or (iii) this Certificate is executed on or before November 15, 2024, in which event interest shall be payable from the Dated Date stated above; provided, however, that if, as of the date of execution of any Certificate,

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interest is in default with respect to any Outstanding Certificates, interest represented by such Certificate shall be payable from the Interest Payment Date to which interest has previously been paid or made available for payment with respect to the Outstanding Certificates. Payment of defaulted interest shall be paid by check of the Trustee mailed to the registered owners of the Certificates as of a special record date to be fixed by the Trustee, notice of which shall be given to the registered owners of the Certificates not less than ten (10) days prior to such special record date. Said direct, undivided fractional share of the portion of the Lease Payments designated as interest is the result of the multiplication of the aforesaid portion of the Lease Payments designated as principal by the Rate of Interest per annum identified above. Interest represented hereby is payable in lawful money of the United States of America by check mailed by the Trustee on each Interest Payment Date by first class mail to the Owner at his address as it appears on the registration books of the Trustee, as of the close of business on the fifteenth (15th) day of the month immediately preceding each Interest Payment Date or, upon written request filed with the Trustee prior to the fifteenth (15th) day of the month immediately preceding the Interest Payment Date by a registered owner of at least $1,000,000 in aggregate principal amount of Certificates, by wire transfer in immediately available funds to an account in the United States designated by each registered owner in such written request. Principal represented hereby is payable in lawful money of the United States of America by check of the Trustee upon presentation and surrender hereof at the Designated Corporate Trust Office.

This Certificate has been executed and delivered by the Trustee pursuant to the terms of a Trust Agreement by and among the Trustee, the Corporation and the Town, dated as of July 1, 2024 (the “Trust Agreement”). The Town is authorized to enter into the Lease Agreement and the Trust Agreement under the laws of the State of California. Reference is hereby made to the Lease Agreement and the Trust Agreement (copies of which are on file at the Designated Corporate Trust Office) for a description of the terms on which the Certificates are delivered, the rights thereunder of the registered owners of the Certificates, the rights, duties and immunities of the Trustee and the rights and obligations of the Town under the Lease Agreement, all of the provisions of which the Owner of this Certificate, by acceptance hereof, assents and agrees.

The Town is obligated under the Lease Agreement to pay Lease Payments from any source of legally available moneys and the Town has covenanted in the Lease Agreement to make the necessary annual appropriations therefor. The obligation of the Town to pay the Lease Payments does not constitute an obligation of the Town for which the Town is obligated to levy or pledge any form of taxation or for which the Town has levied or pledged any form of taxation. The obligation of the Town to pay Lease Payments does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction.

To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement December be amended by the parties thereto with the written consent of the registered owners of at least sixty percent (60%) in aggregate principal amount of the Certificates then outstanding and December be amended without such consent under certain circumstances; provided that no such amendment shall impair the right of any registered owner to receive, in any case, such registered owner’s fractional share of any Lease Payment or prepayment thereof in accordance with such registered owner’s Certificate, without the consent of such registered owner.

This Certificate is transferable and exchangeable by the Owner, in person or by his attorney duly authorized in writing, at the Designated Corporate Trust Office, but only in the manner, subject to the limitations and upon payment of any charges provided in the Trust Agreement and upon surrender and cancellation of this Certificate. Upon such transfer, a new Certificate or Certificates of an authorized denomination or denominations for the same

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aggregate principal amount will be delivered to the transferee in exchange for this Certificate.

The Town, the Corporation and the Trustee December treat the Owner as the absolute owner hereof for all purposes, whether or not the payments represented by this Certificate shall be overdue and the Town, the Corporation and the Trustee shall not be affected by any notice to the contrary.

The Certificates maturing on or before June 1, ____, are not subject to optional redemption. Certificates maturing on and after June 1, ____, are subject to redemption prior to their respective stated maturity dates, at the option of the Town, from the proceeds of optional prepayments of Lease Payments made by the Town pursuant to the Lease Agreement, in whole or in part, on any date on or after June 1, ____, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, from the proceeds of the optional prepayment of Lease Payments made by the Town pursuant to the Lease Agreement, without premium.

The Certificates maturing on June 1, ____, are subject to mandatory redemption in part on June 1 in each year on and after June 1, ____, to and including June 1, ____, from the principal components of scheduled Lease Payments required to be paid by the Town pursuant to the Lease Agreement with respect to each such redemption date, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, as follows:

Year Principal Amount of
(June 1) Certificates to be Redeemed
†Maturity.

The Certificates are subject to extraordinary redemption, in whole or in part, on any Interest Payment Date, in an order of maturity determined by the Town, from the Net Proceeds of insurance or eminent domain proceedings credited towards the redemption of the Lease Payments pursuant to the Lease Agreement, at a redemption price equal to 100% of the

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principal amount to be redeemed, together with accrued interest represented thereby to the date fixed for redemption, without premium.

Notice of redemption is to be given by the Trustee by mailing a redemption notice by first class mail at least twenty (20) days and not more than sixty (60) days prior to the date fixed for redemption to the registered owner of the Certificate or Certificates to be redeemed at the address shown on the Certificate registration books maintained by the Trustee. Notice of redemption having been given as aforesaid, the Certificates or portions of Certificates so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Town shall default in the payment of the redemption price) interest with respect to such Certificates or portions of Certificates shall cease to accrue and be payable. Neither the failure to receive such notice nor any defect in any notice shall affect the sufficiency of the proceedings for the redemption of Certificates.

Notwithstanding the foregoing, in the case of any optional redemption of the Certificates, the notice of redemption shall state that the redemption is conditioned upon receipt by the Trustee of sufficient moneys to redeem the Certificates on the scheduled redemption date, and that the optional redemption shall not occur if, by no later than the scheduled redemption date, sufficient moneys to redeem the Certificates have not been deposited with the Trustee. In the event that the Trustee does not receive sufficient funds by the scheduled optional redemption date to so redeem the Certificates to be optionally redeemed, such event shall not constitute an Event of Default; the Trustee shall send written notice to the Owners, to the Securities Depositories and to one or more of the Information Services to the effect that the redemption did not occur as anticipated, and the Certificates for which notice of optional redemption was given shall remain Outstanding for all purposes of the Trust Agreement.

The Trustee has no obligation or liability to the registered owners of the Certificates to make payments of principal or interest with respect to the Certificates. The Trustee’s sole obligations are to administer, for the benefit of the registered owners of the Certificates, the various funds and accounts established under the Trust Agreement. The Trustee makes no representation concerning the recitals contained in the Trust Agreement or in this Certificate.

The Town has certified, recited and declared that all conditions, things and acts required by the constitution and statutes of the State of California, the Lease Agreement and the Trust Agreement to exist, to have happened and to have been performed precedent to and in the delivery of this Certificate, do exist, have happened and have been performed in due time, form and manner as required by law.

Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation (“DTC”), to the Town or its agent for registration of transfer, exchange, or payment, and any Certificate executed is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

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IN WITNESS WHEREOF, this Certificate has been executed by U.S. Bank Trust Company, National Association, as Trustee, acting pursuant to the Trust Agreement.

Date of Execution:

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By
Authorized Signatory

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Exhibit B

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ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Certificate and do(es) hereby irrevocably constitute and appoint ,
attorney, to transfer the same on the registration books of the Trustee, with full power of substitution in the premises.

Dated: _________________________
Signature Guaranteed:

NOTICE: Signature guarantee shall be made by a
guarantor institution participating in the Securities
Transfer Agents Medallion Program or in such other
guarantee program acceptable to the Trustee.

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

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Exhibit B

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STATEMENT OF INSURANCE

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Exhibit C

EXHIBIT C

DESCRIPTION OF THE PROJECT
The Project includes the following:

New Town Hall. The Town Office Building will be located near the Police Station, County Administrative building, Courts, and Mammoth Hospital as part of an overall planned Civic Center. The stie to be occupied by the new Town Offices, parking and associated sidewalks and landscaping is approximately 1.3 acres of an approximate 2.36 acers site parcel owned by the Town. The new Town Office / Town Hall will include staff offices, Council Chambers, open aeras to accommodate public use as allowed and all supporting spaces. The site will include construction of approximately 50 additional parking spaces. This facility will replace existing leased space currently being utilized. Construction is anticipated to start in July 2024.

Occupancy of the building is planned prior to Oct. 1, 2026.

Land Acquisition. The Land purchase is approximately 8 acres. The site currently has an approximately 7,000 square foot building known as Edison Hall, which has an 90+ seat theater, meeting rooms, kitchen, and offices. The Town currently leases the facility from Mammoth Lakes Foundation (“MLF”) to support the continued theater operation. The facility will be remodeled to support a planned 250 seat new performing arts auditorium, which is being done with private funding. MLF is preparing to go out to bid this winter, with work expected to take 4-6 moths. The seating will be reduced to 50 or less, with expanded restrooms, green room, storage, ticket office, keeping meeting space and administrative offices. As part of the purchase of the land the Town will have the right to purchase the building for a nominal amount. The site has an existing 45+/- space parking lot. The new theater is being funded by the Town, use of a bond issued by the Kern County Community College District – Cerro Coso Eastern Sierra Campus - Mammoth Campus, and private donors. A majority of the funds paid to purchase the property will also be used to fund the new theater – Total cost estimated at $15M, with $11- $12M currently committed. A new 40 space parking lot, outdoor restroom and dog park are under construction by the Town. These are located on the other side of the parcel from the current building. The new building will be owned and operated by the Town. The Town is preparing to go out to bid on a child care facility located generally adjacent to the current parking area.

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Quint & Thimmig LLP 01/17/24
13021.16

CONTINUING DISCLOSURE CERTIFICATE
This CONTINUING DISCLOSURE CERTIFICATE (the “Disclosure Certificate”) is executed and delivered by the TOWN OF MAMMOTH LAKES (the “Town”) in connection with the execution and delivery of $_____ Certificates of Participation (2024 Capital Improvement Financing Project) (the “Certificates”). The Certificates are being executed and delivered pursuant to a Trust Agreement, dated as of July 1, 2024, by and among U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), the Town and the Mammoth Lakes Municipal Service Corporation (the “Trust Agreement”). Pursuant to Section 11.08 of the Trust Agreement, the Town covenants and agree as follows:

Section 1. Definitions. In addition to the definitions set forth above and in the Trust Agreement which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 1, the following capitalized terms shall have the following meanings:
“Annual Report” means any Annual Report provided by the Town pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Annual Report Date” means the date that is nine months after the end of the Town’s fiscal year (currently March 31 based on the Town’s fiscal year end of June 30). “Dissemination Agent” shall mean, initially, JNA Consulting Group LLC, or any successor Dissemination Agent designed in writing by the Town and which has been filed with the then current Dissemination Agent a written acceptance of such designation. “Fiscal Year” means any twelve–month period beginning on July 1 in any year and extending to the next succeeding June 30, both dates inclusive, or any other twelve–month period selected and designated by the Town as its official fiscal year period under a Certificate of the Town filed with the Trustee.
“MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. “Official Statement” means the final official statement executed by the Town in connection with the issuance of the Certificates.
“Participating Underwriter” means Piper Sandler & Co., the original underwriter of the Certificates.
“Rule” means Rule 15c2–12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as it may be amended from time to time. “Significant Events” means any of the events listed in Section 5(a) of this Disclosure Certificate.

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Section 2. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Town for the benefit of the holders and beneficial owners of the Certificates and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2– 12(b)(5).

Section 3. Provision of Annual Reports.
(a) The Town shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing March 31, 2025, with the report for fiscal year 2023-24 provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than 15 Business Days prior to the Annual Report Date, the Town shall provide the Annual Report to the Dissemination Agent (if other than the Town). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the Town) has not received a copy of the Annual Report, the Dissemination Agent shall contact the Town to determine if the Town is in compliance with the previous sentence. The Annual Report may be submitted as a single document or as separate documents comprising a package and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Town may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the Town’s fiscal year changes, it shall give notice of such change in the same manner as for a Significant Event under Section 5(b). The Town shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the Town hereunder. (b) If the Town does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the Town in a timely manner shall provide (or cause the Dissemination Agent to provide) to the MSRB, in an electronic format as prescribed by the MSRB, a notice in substantially the form attached as Exhibit A. (c) With respect to each Annual Report, the Dissemination Agent shall:
(i) determine each year prior to the Annual Report Date the then–applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and
(ii) if the Dissemination Agent is other than the Town, file a report with the Town certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.

Section 4. Content of Annual Reports. The Town’s Annual Report shall contain or incorporate by reference the following:
(a) The Town’s audited financial statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Town’s audited financial statements are not available by the Annual Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.

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(b) Unless otherwise provided in the audited financial statements filed on or prior to the annual filing deadline for Annual Reports provided for in Section 3 above, financial information and operating data with respect to the Town for preceding fiscal year, as follows:
(c) In addition to any of the information expressly required to be provided under this Disclosure Certificate, the Town shall provide such further material information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.
(d) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Town or related public entities, which are available to the public on the MSRB’s Internet web site or filed with the Securities and Exchange Commission. The Town shall clearly identify each such other document so included by reference.

Section 5. Reporting of Significant Events.
(a) The Town shall give, or cause to be given, notice of the occurrence of any of the following Significant Events with respect to the Certificates:
(i) Principal and interest payment delinquencies;
(ii) Non–payment related defaults, if material;
(iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701–TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security; (vii) Modifications to rights of security holders, if material; (viii) Bond calls, if material, and tender offers;
(ix) Defeasances;
(x) Release, substitution, or sale of property securing repayment of the securities, if material;
(xi) Rating changes;
(xii) Bankruptcy, insolvency, receivership or similar event of the Town or other obligated person;
(xiii) The consummation of a merger, consolidation, or acquisition involving the Town or an obligated person, or the sale of all or substantially all of the assets of the Town or an obligated person (other than in the ordinary course of business), the entry

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into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;
(xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material;
(xv) The incurrence of a financial obligation of the Town or other obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the Town or other obligated person, any of which affect security holders, if material; and (xvi) A default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the Town or other obligated person, any of which reflect financial difficulties. (b) The Town shall or shall cause the Dissemination Agent (if not the Town) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Significant Event.

Notwithstanding the foregoing, notice of Significant Events described in subsection (a)(viii) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Certificates under the Trust Agreement. (c) The Town acknowledges that the events described in subparagraphs (a)(ii), (a)(vii), (a)(viii) (if the event is a bond call), (a)(x), (a)(xiii), (a)(xiv) and (a) (xv) of this Section 5 contain the qualifier “if material.” The Town shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that the Town determines the event’s occurrence is material for purposes of U.S. federal securities law. The Town intends that the words used in paragraphs (xv) and (xvi) and the definition of “financial obligation” to have the meanings ascribed thereto in the Rule.
(d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(xii) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Town or an obligated person in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Town or an obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Town.

Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB under this Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.

Section 7. Termination of Reporting Obligation. The Town’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Certificates. If such termination occurs prior to the final maturity of the Certificates, the Town shall give notice of such termination in the same manner as for a Significant Event under Section 5(b).

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Section 8. Dissemination Agent. The Town may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign by providing 30 days’ written notice to the Town.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Town may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4, 5(a), 5(b) or 5(c), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Certificates, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Certificates, after considering any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by holders of the Certificates in the manner provided in the Trust Agreement for amendments to the Trust Agreement with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Certificates.

If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.

If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the Town to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative.

The Dissemination Agent shall not be obligated to enter into any amendment increasing or affecting its duties or obligations hereunder.

A notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for a Significant Event under Section 5(b).

Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Town from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Significant Event, in addition to that which is required by this Disclosure Certificate. If the Town chooses to

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include any information in any Annual Report or notice of occurrence of a Significant Event in addition to that which is specifically required by this Disclosure Certificate, the Town shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Significant Event.

Section 11. Default. If the Town fails to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any holder or beneficial owner of the Certificates may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Town to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Trust Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the Town to comply with this Disclosure Certificate shall be an action to compel performance.

Section 12. Duties, Immunities and Liabilities of Dissemination Agent. (a) Article VIII of the Trust Agreement is hereby made applicable to this Disclosure Certificate as if this Disclosure Certificate were (solely for this purpose) contained in the Trust Agreement. The Dissemination Agent shall be entitled to the protections and limitations from liability afforded to the Trustee thereunder. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Town agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the Town hereunder and shall not be deemed to be acting in any fiduciary capacity for the Town, the Bond holders or any other party. The obligations of the Town under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Certificates. (b) The Dissemination Agent shall be paid compensation by the Town for its services provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be reimbursed for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder.

Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Town, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Certificates and shall create no rights in any other person or entity.

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Section 14. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument.

Date: July 2, 2024

TOWN OF MAMMOTH LAKES
By
_________
Town Manager
ACKNOWLEDGED:

JNA CONSULTING GROUP LLC, as
Dissemination Agent
By
Authorized Officer

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Exhibit A

EXHIBIT A

NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Name of Obligor: Town of Mammoth Lakes
Name of Issue: $_____ Certificates of Participation (2024 Capital Improvement Financing Project) Evidencing Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be made by the Town of Mammoth Lakes, as the Rental for Certain Property Pursuant to a Lease Agreement with the Mammoth Lakes Municipal Service Corporation
Date of Issuance: July 2, 2024
NOTICE IS HEREBY GIVEN that the Obligor has not provided an Annual Report with respect to the above-named Issue as required by the Continuing Disclosure Certificate, dated July 2, 2024, furnished by the Obligor in connection with the Issue. The Obligor anticipates that the Annual Report will be filed by _________________.

Date: ________________
JNA CONSULTING GROUP LLC, as
Dissemination Agent
By
Authorized Officer

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Agenda Item ________
File No. ____________

AGENDA BILL
Subject: Councilmember Reports
Initiated by: Jamie Gray
______________________________________________________________________ BACKGROUND:

Each member of the Town Council is appointed to serve as a Town representative to a number of committees, commissions, and organizations.

These groups meet infrequently and from time to time the representatives will report to the rest of the Council at a regularly scheduled meeting.

In addition, Councilmembers on occasion participate in meetings, conferences and seminars, and their reports on these educational opportunities are of benefit to the rest of the Council.

ANALYSIS/DISCUSSION:

California Government Code requirements pertaining to the open meeting act stipulate that all items for discussion must be listed on the agenda before the matter can be discussed and/or acted upon. To meet this requirement, and the intent of the Brown Act, Councilmember Reports are listed on each agenda to allow representatives to report to the rest of the Council at these meetings.

The following is a list of the commission/committees on which members of the Council serve:

Land Use:

Local Agency Formation Commission (LAFCO) – Rea, Rice, and Bubser as alternate
Airport Land Use Commission – Rea, Rice, and Bubser as the alternate Mono County Collaborative Planning Team (CPT) – Senior Planner Kim Cooke and Rice as alternate
Intergovernmental Relations:

Town and County Liaison Committee – Sauser, Bubser, and Town Manager and Rea as alternate
Desert Mountain Division of the League of California Cities – Sauser and Town Manager as alternate
Eastern Sierra Council of Governments (ESCOG) – Bubser, Wentworth, and Sauser as alternate
Great Basin Unified Air Pollution Control District – Wentworth and Bubser as alternate

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League of California Cities City Voting Delegate – Sauser and the Town Manager as the alternate
California Joint Powers Insurance Authority Board – Rea and Assistant to the Town Manager as alternate
Transportation:

Local Transportation Commission (LTC) – Rice, Sauser, and Paul Chang; Town Manager as alternate
Eastern Sierra Transit Authority (ESTA) Board – Bubser and Sauser Local Issues:

Mammoth Lakes Tourism (MLT) Board – Wentworth
Mammoth Lakes Recreation (MLR) Board – Rea
Eastern Sierra Community Housing Board – Rice
Treasury Oversight Committee – Finance Director; Town Manager as alternate STR (Short Term Rental Advisory Committee) – Rice and Bubser LEGAL CONSIDERATIONS:

According to the California Open Meeting Act, commonly referred to as the Brown Act, the agenda must reflect every matter to be discussed by a governing body.

RECOMMENDATION(S):

This agenda bill is submitted for information only.

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NOTICE OF MEETING OF BOARD OF TRUSTEES

OF MAMMOTH LAKES MUNICIPAL SERVICE CORPORATION
NOTICE IS HEREBY GIVEN that the Board of Trustees of the Mammoth Lakes Municipal Service Corporation will hold a meeting at 4:00 p.m. (to commence after the Town Council meeting of the same date) on Wednesday, February 21, 2024 at the Council Chamber/Suite Z, Minaret Village Shopping Center, 437 Old Mammoth Road, Mammoth Lakes, California. The Board of Trustees will consider action upon the following matters:

CALL TO ORDER
Trustees Sarah Rea and John Wentworth, Treasurer Amanda Rice, Secretary Chris Bubser, and President Bill Sauser.

PUBLIC COMMENTS

POLICY MATTERS

1. Adopt the Resolution approving the form and authorizing execution of certain lease financing documents in connection with the offering and sale of certificates of participation relating thereto to finance the cost of construction and equipping a new town facility and the cost of acquiring certain land and improvements and authorizing and directing certain actions with respect thereto.

CONSENT AGENDA

2. Approve the minutes of the meeting of January 3, 2024.

ADJOURNMENT
Dated: February 16, 2024 __________________________________ Jamie Gray, Town Clerk

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1 MAMMOTH LAKES MUNICIPAL SERVCIES

CORPORATON STAFF REPORT
Title: Adopt the Resolution approving the form and authorizing execution of certain lease financing documents in connection with the offering and sale of certificates of participation relating thereto to finance the cost of construction and equipping a new town facility and the cost of acquiring certain land and improvements and authorizing and directing certain actions with respect thereto
Meeting Date: February 21, 2024
Prepared by: Daniel C. Holler, Town Manager
RECOMMENDATION:

Adopt the Resolution approving the form and authorizing execution of certain lease financing documents in connection with the offering and sale of certificates of participation relating thereto to finance the cost of construction and equipping a new town facility and the cost of acquiring certain land and improvements and authorizing and directing certain actions with respect thereto.

BACKGROUND/ANALYSIS:

The Mammoth Lakes Municipal Service Corporation was established by the Town of Mammoth Lakes for use in the issuance of certain types of debt. The proposed issuance of Certificates of Participation is to fund a new Town Office ($25 million) and Land Purchase ($4.5 million) to support the completion of a new Performing Arts Auditorium (Theater).

The proposed financing uses a lease structured deal between the Town and the Corporation for this debt. The terms of the debt are discussed in more detail as part of the Town Council staff report.

The financing requires several documents to be approved by the Town and the Municipal Service Corporation, with some documents only approved by one or the other. The documents that require approval of only one body are noted below. The other documents are approved by both bodies.

The resolutions approve the form and authorize the execution and delivery of the following documents, which are attached here with the resolution to be approved by the Town of Mammoth Lakes Municipal Service Corporation.
(a) Site and Facility Lease (SFLease). This is the agreement pursuant to which the Town leases the new Community Recreation Center, the Police Station, the Corporation Yard, and the Transit Center (collectively, the “Property”) to the Mammoth Lakes Municipal Service Corporation (the “Corporation”), which serves as the straw man for the lease-leaseback. The term of this agreement is coterminous with the lease agreement.

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2 (b) Lease Agreement (LeaseAgt). This is the agreement pursuant to which the Town leases the Property back from the Corporation. The term of this agreement is through June 1, 2049. This agreement requires the Town to make semi-annual lease payments and requires the Town to insure and maintain the Property throughout the term of the Lease. (c) Assignment Agreement (AssignmentAgt) This is the agreement pursuant to which the Corporation will assign to U.S. Bank Trust Company, National Association (the “Trustee”), for the benefit of the owners of the certificates of participation, certain of its rights under the Lease Agreement, including its right to receive lease payments from the Town. (Approved only by the Municipal Service Corporation). (d) Trust Agreement (TrustAgt). This is the agreement pursuant to which the Trustee will hold, invest, and disburse the proceeds of the certificates of participation and will collect lease payments from the Town for disbursement to the investors. Moneys received by the Trustee from the sale of the certificates of participation will be used to finance the Project.

FINANCIAL CONSIDERATIONS:

The financing provides $25 million for the Town Office project and $4.5 million for the land purchase. The process used for the financing is a lease structured deal using the issuance of Certificates of Participation (COPs). The lease structure exists between the Town of Mammoth Lakes and the Mammoth Lakes Municipal Service Corporation. The financial proforma and additional information on the proposed debt is provided in detail as part of the Town Council staff report addressing this same matter.

LEGAL CONSIDERATIONS:

All the legal documents have been prepared by Bond Counsel to ensure all legal requirements have been met.

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Quint & Thimmig LLP 01/17/24
13021.16

MAMMOTH LAKES MUNICIPAL SERVICE CORPORATION
RESOLUTION NO. _____

RESOLUTION APPROVING THE FORM AND AUTHORIZING THE

EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS IN

CONNECTION WITH THE OFFERING AND SALE OF

CERTIFICATES OF PARTICIPATION RELATING THERETO TO

FINANCE THE COST OF CONSTRUCTING AND EQUIPPING A

NEW TOWN HALL FACILITY AND THE COST OF ACQUIRING

CERTAIN LAND AND IMPROVEMENTS AND AUTHORIZING AND

DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the Board of Directors (the “Board”) of the Mammoth Lakes Municipal Service Corporation (the “Corporation”):

WHEREAS, the Town of Mammoth Lakes (the “Town”), with the assistance of the Corporation, has determined at this time, due to prevailing interest rates in the municipal bond market and for other reasons, to finance the cost of constructing and equipping a new Town Hall facility and the cost of acquiring certain land and improvements (collectively, the “Project”), and to implement a lease financing for such purposes;
WHEREAS, it is in the public interest and for the public benefit that the Corporation authorize and direct execution of certain financing documents in connection therewith; and WHEREAS, the documents below specified shall be filed with the Corporation and the members of the Board, with the aid of its staff, shall review said documents; NOW, THEREFORE, it is hereby DECLARED and ORDERED, as follows:

Section 1. Certificates of Participation (2024 Capital Improvement Financing Project) (the “Certificates”) are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement, as hereinafter defined, to finance the Project and to pay the costs of the financing.

Section 2. The below-enumerated documents, in the forms on file with the Secretary, be and are hereby approved, and the President, the Executive Director or the Treasurer, or the designee of such officials, is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, the execution thereof to be conclusive evidence of such approval:
(a) a site and facility lease, by and between the Town, as lessor, and the Corporation, as lessee, pursuant to which the Town will lease the certain existing Town property (collectively,

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the “Property”) to the Corporation, for the purpose of leasing the Property back to the Town pursuant to the Lease Agreement;
(b) a lease agreement relating to the Property, between the Corporation, as lessor, and the Town, as lessee (the “Lease Agreement”); and
(c) an assignment agreement, by and between the Corporation and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to which the Corporation will assign certain of its rights under the Lease Agreement, including its right to receive lease payments thereunder, to the Trustee;
(d) a trust agreement, by and among the Corporation, the Town and the Trustee, relating to the execution and delivery of the Certificates (the “Trust Agreement”).

Section 3. The President, the Executive Director, the Treasurer the Secretary and other officials of the Corporation are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the lease financing herein authorized.

Section 4. This Resolution shall take effect upon its adoption by the Board.

APPROVED AND ADOPTED THIS 21st day of February 2024.
_______________________________
BILL SAUSER, President
ATTEST:
________________________________
JAMIE GRAY, Secretary
* * * * * * * * * * * *

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I, the undersigned hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Board of Directors of the Mammoth Lakes Municipal Service Corporation in a regular meeting assembled on the 21st day of February, 2024, by the following vote to wit:

YAES:

NOES:

ABSENT:

ABSTENTIONS:

Jamie Gray, Secretary

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Quint & Thimmig LLP 01/17/24
13021.16

RECORDED AT THE REQUEST OF THE TOWN OF MAMMOTH LAKES
AFTER RECORDATION RETURN TO:

Quint & Thimmig LLP
900 Larkspur Landing Circle, Suite 270
Larkspur, CA 94939-1726
Attention: Brian D. Quint, Esq.

THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

ASSIGNMENT AGREEMENT
Dated as of July 1, 2024
by and between the
MAMMOTH LAKES MUNICIPAL SERVICE CORPORATION, as Assignor and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee (2024 Capital Improvement Financing Project)

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ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT, dated as of July 1, 2024, by and between the MAMMOTH LAKES MUNICIPAL SERVICE CORPORATION, a nonprofit public benefit corporation organized and existing under the laws of the State of California (the “Corporation”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under and by virtue of the laws of the United States of America, as trustee (the “Trustee”);
WITNESSETH:

In the joint and mutual exercise of their powers, in consideration of the mutual covenants herein contained, and for other valuable consideration, the parties hereto recite and agree as follows:

Section 1. Recitals.
(a) The Corporation and the Town of Mammoth Lakes (the “Town”), have entered into a lease agreement, dated as of July 1, 2024, a memorandum of which is recorded concurrently herewith (the “Lease Agreement”), whereby the Corporation has agreed to lease to the Town, and the Town has agreed to lease from the Corporation, those certain parcels of real property situated in Mono County, State of California, more particularly described in Exhibit A hereto (the “Site”), and those certain improvements to be constructed thereon, more particularly described in Exhibit B hereto (the “Facility” and, with the Site, the “Property”), in the manner and on the terms set forth in the Lease Agreement, which terms include, without limitation, the obligation of the Town to pay lease payments (the “Lease Payments”) to the Corporation in consideration of the Town’s use and enjoyment of the Property. (b) Under the Lease Agreement, the Corporation is required to cause to be deposited with the Trustee certain sums of money to be credited, held and applied in accordance with the Lease Agreement and with a trust agreement, dated as of July 1, 2024 (the “Trust Agreement”), by and among the Corporation, the Town and the Trustee. (c) Upon delivery of the Lease Agreement, the Corporation is required to deposit with the Trustee moneys to finance the cost of constructing and equipping a new Town Hall facility and the cost of acquiring certain land and improvements (collectively, the “Project”). For the purpose of obtaining such moneys, the Corporation is willing to convey to certain persons (the “Owners”) direct, undivided fractional interests in the Lease Payments, such direct, undivided fractional interests to be evidenced by certificates of participation therein (the “Certificates”). In order to make such fractional interests marketable on terms acceptable to the Corporation, the Corporation is willing to assign and transfer its rights under the Lease Agreement to the Trustee for the benefit of the Owners. Concurrently with the delivery of this Assignment Agreement, the Trustee is executing and delivering Certificates in an aggregate principal amount of ________________ dollars ($_____). The proceeds of such sale are anticipated to be sufficient to permit the Corporation to make the deposits required under the Lease Agreement and the Trust Agreement and to permit the Corporation to finance the Project. (d) Each of the parties has authority to enter into this Assignment Agreement and has taken all actions necessary to authorize its officers to execute it.

Section 2. Assignment. The Corporation, for good and valuable consideration, hereby transfers, assigns and sets over to the Trustee, for the benefit of the Owners of the Certificates

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S-1
[Signature page to Assignment Agreement]
(as defined in the Trust Agreement), all of the Corporation’s rights and interests under the Lease Agreement (excepting only the Corporation’s rights to give approvals and consents and its rights under Sections 5.8, 7.3 and 9.4) but none of its obligations, including, without limitation, its obligations under Sections 4.4 and 4.7 of the Lease Agreement, such assigned rights including without limitation (i) the right to receive and collect all of the Lease Payments from the Town, (ii) the right to receive and collect any proceeds of any insurance maintained thereunder and of any condemnation award rendered with respect to the Property, and (iii) the right to exercise such rights and remedies conferred on the Corporation pursuant to the Lease Agreement as may be necessary or convenient (A) to enforce payment of the Lease Payments and any other amounts required to be deposited in the Lease Payment Fund or the Insurance and Condemnation Fund established under the Trust Agreement, or (B) otherwise to protect the interests of the Owners in the event of a default by the Town under the Lease Agreement. All rights assigned by the Corporation shall be administered by the Trustee in accordance with the provisions of the Trust Agreement and for the equal and fractional benefit of the Owners of the Certificates.

Section 3. Acceptance. The Trustee hereby accepts the assignments made herein for the purpose of securing, equally and fractionally, the payments due pursuant to the Lease Agreement and the Trust Agreement to, and the rights under the Lease Agreement and Trust Agreement of, the Owners of the Certificates delivered pursuant to the Trust Agreement, all subject to the provisions of the Trust Agreement.

Section 4. Conditions. This Assignment Agreement shall neither confer rights nor impose duties upon the Trustee beyond those expressly provided in the Trust Agreement. The Trustee assumes no responsibility for the accuracy of the recitals herein.

Section 5. Amendment. This Assignment Agreement may not be amended except as permitted under Section 9.01 of the Trust Agreement.

Section 6. Governing Law. This Assignment Agreement shall be governed by the laws of the State of California.

Section 7. Execution in Counterparts. This Assignment Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
[Remainder of this page is intentionally left blank]

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S-1
[Signature page to Assignment Agreement]
IN WITNESS WHEREOF, the parties have executed this Assignment Agreement by their officers thereunto duly authorized as of the day and year first written above.

MAMMOTH LAKES MUNICIPAL

SERVICE CORPORATION
By
_________
Executive Director
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
and Assignee
By
Authorized Signatory

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[NOTARY ACKNOWLEDGMENTS TO BE ATTACHED]

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Exhibit A

Page 1 ends

EXHIBIT A

DESCRIPTION OF THE SITE
The land referred to herein is situated in the State of California, County of Mono and described as follows:

Community Recreation Center Site
(686 Old Mammoth Road, Mammoth Lakes)
APN:

Police Station Site
(58 Thompson Way, Mammoth Lakes)

THAT PORTION OF THAT PROPERTY IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO,

STATE OF CALIFORNIA, DESCRIBED IN THE PATENT FROM THE UNITED STATES OF AMERICA TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS INSTRUMENT NO. 2007- 007311 OF OFFICIAL RECORDS IN THE OFFICE ON THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID PROPERTY, SAID CORNER MARKED BY A BLM BRASS CAP AT A 1/1024 CORNER OF SECTION 35, TOWNSHIP 3 SOUTH, RANGE 27 EAST,

MOUNT DIABLO BASE AND MERIDIAN, PER THE OFFICIAL GOVERNMENT PLAT THEREOF AS SHOWN ON BLM DEPENDENT RESURVEY PLAT 44 219-E TAHT BEARS NORTH 00 DEGREES 16 MINUTES 48 SECONDS EAST 165.44 FEET FROM A BLM BRASS CAP MARKING THE CENTER OF SAID SECTION 35;
THENCE ALONG THE CENTER SECTION LINE OF SAID SECTION 35 NORTH 00 DEGREES 16 MINUTES 48 SECONDS EAST 497.14 FEET;
THENCE SOUTH 88 DEGREES 40 MINUTES 09 SECONDS EAST 645.11 FEET TO A POINT ON A LINE PARALLEL TO AND DISTANT EASTERLY 645.00 FEET MEASURED AT RIGHT ANGLES FROM SAID CENTER SECTION LINE;
THENCE ALONG SAID PARALLEL LINE SOUTH 00 DEGREES 16 MINUTES 48 SECONDS WEST 497.14 FEET MORE OR LESS TO A POINT ON THE NORTH LINE OF THE SOUTH 1/2 SOUTH 1/2 SOUTHWEST 1/4 SOUTHWEST 1/4 NORTHEAST 1/4 OF SAID SECTION 35; THENCE ALONG SAID NORTH LINE NORTH 88 DEGREES 40 MINUTES 09 SECONDS WEST 645.11 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM, THAT PORTION OF THE ABOVE DESCRIBED LAND AS CONVEYED TO THE STATE OF CALIFORNIA, IN THE DEED RECORDED MAY 12, 2008 AS INSTRUMENT NO. 2008- 2313 RECORDS OF MONO COUNTY, CALIFORNIA.

FURTHER EXCEPTING THEREFROM, THAT PORTION CONVEYED TO SOUTHERN MONO HEALTH CARE DISTRICT, A LOCAL HEALTH CARE DISTRICT, IN THE DEED RECORDED JUNE 27, 2013 AS INSTRUMENT NO. 2013-3600, RECORDS OF MONO COUNTY CALIFORNIA.

EXCEPTING THEREFROM: [Mono County Civic Center site]

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Exhibit A

Page 2 ends

COMMENCING AT THE SOUTHWEST CORNER OF SAID LANDS;
THENCE ALONG THE SOUTH LINE OF SAID LANDS, SOUTH 88°40'09" EAST, 60.01 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29", AN ARC LENGTH OF 108.62 FEET TO THE BEGINNING OF A TANGENT REVERSE CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 120.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHEASTERLY ALONG SAID REVERSE CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29', AN ARC LENGTH OF 72.41 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID REVERSE CURVE, SOUTH 88°40'09" EAST 126.96 FEET TO THE BEGINNING POINT OF A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 15.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 83°09'11, AN ARC LENGTH OF 21.77 FEET TO THE BEGINNING POINT OF A TANGENT REVERSE CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 210.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 27°42'50", AN ARC LENGTH 101.58 FEET; THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID CURVE, SOUTH 33°13'48" EAST, 45.46 FEET TO A POINT OF INTERSECTION WITH THE EAST LINE OF SAID LANDS; THENCE NORTHERLY ALONG SAID EAST LINE NORTH 00°16'48" EAST, 456.91 FEET TO THE NORTH LINE OF SAID LAND;
THENCE ALONG SAID NORTH LINE, NORTH 88°40'09' WEST, 75.12 FEET; THENCE LEAVING SAID NORTH LINE, SOUTH 00°55'09' WEST, 143.19 FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 00°55'09" WEST, 102.35 FEET;
THENCE NORTH 89°04'51" WEST, 275.66 FEET;
THENCE NORTH 00°55'09" EAST, 199.59 FEET;
THENCE SOUTH 89°04'51" EAST, 59.49 FEET;

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Exhibit A

Page 3 ends

THENCE SOUTH 00°55'09" WEST, 77.11 FEET;
THENCE SOUTH 89°04'51" EAST, 52.17 FEET;
THENCE SOUTH 00°55'09" WEST, 20.13 FEET;
THENCE SOUTH 89°04'51" EAST, 164.00 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM [Parcel A-1]
COMMENCING AT THE SOUTHWEST CORNER OF SAID LANDS;
THENCE ALONG THE SOUTH LINE OF SAID LANDS, SOUTH 88°40'09" EAST, 60.01 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHEASTERLY ALONG SAID REVERSE CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29', AN ARC LENGTH OF 72.41 FEET; THENCE LEAVING SAID DEED LINE, NORTH 88°40'09" WEST, 171.22 FEET; THENCE SOUTH 00°16'48" WEST, 52.99 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM [Parcel A-2]
COMMENCING AT THE SOUTHWEST CORNER OF SAID LANDS;
THENCE ALONG THE SOUTH LINE OF SAID LANDS, SOUTH 88°40'09" EAST, 60.01 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 91°03'03", AN ARC LENGTH OF 23.84 FEET;

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Exhibit A

Page 4 ends

THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID CURVE, SOUTH 88°40'09" EAST, 198.05 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 180.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHEASTERLY ALONG SAID REVERSE CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29', AN ARC LENGTH OF 72.41 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID REVERSE CURVE, SOUTH 88°40'09" EAST 126.96 FEET TO THE BEGINNING POINT OF A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 15.00 FEET, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING;

73.59 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM [Parcel A-3]
COMMENCING AT THE SOUTHWEST CORNER OF SAID LANDS;
THENCE ALONG THE SOUTH LINE OF SAID LANDS, SOUTH 88°40'09" EAST, 60.01 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 91°03'03", AN ARC LENGTH OF 23.84 FEET; THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID CURVE, SOUTH 88°40'09" EAST, 198.05 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 180.00 FEET;
THENCE LEAVING SAID DEED LINE, NORTH 00°16'48" EAST, 52.99 FEET; THENCE SOUTH 88°40'09" EAST, 171.22 FEET TO A POINT ON SAID DEED LINE BEING THE END

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Exhibit A

Page 5 ends

POINT OF A REVERSE CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 120.00, SAID POINT ALSO BEING THE BEGINNING OF A TANGENT LINE;
THENCE ALONG SAID DEED LINE, TANGENT TO SAID REVERSE CURVE, SOUTH 88°40'09" EAST, 126.96 FEET TO THE BEGINNING POINT OF A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 15.00 FEET;
THENCE LEAVING SAID DEED LINE, CONTINUING SOUTH 88°40'09" EAST 73.59 FEET TO THE EAST LINE OF SAID LAND;
THENCE NORTHERLY ALONG SAID EAST LINE NORTH 00°16'48" EAST 312.15 FEET TO THE NORTH LINE OF SAID LAND;
THENCE ALONG SAID NORTH LINE NORTH 88°40'09" WEST 75.12 FEET; THENCE SOUTH 00°55'09 WEST 245.54 FEET;
THENCE NORTH 89°04'51" WEST 390.00 FEET;
THENCE SOUTH 00°55'09" WEST, 41.63 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY HAVING A RADIUS OF 15.00 FEET;
THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°24'42", AN ARC LENGTH OF 23.67 FEET;
THENCE TANGENT TO SAID CURVE NORTH 88°40'09" WEST 86.73 TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 15.00 FEET; THENCE NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 88°56'57", AN ARC LENGTH OF 23.29 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE OF SAID LANDS; THENCE SOUTHERLY PARALLEL TO SAID WEST LINE, SOUTH 00°16'48" WEST, 90.02 FEET TO THE TRUE POINT OF BEGINNING.

Corporation Yard Site
(299 Commerce Drive, Mammoth Lakes)
PARCEL ONE:

LOT 1 OF TRACT NO. 36-161A, IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 10 PAGE 6-6A OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 037-200-038
PARCEL TWO:

PARCEL 17 OF PARCEL MAP NO. 36-120, IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO, STATE OF CALIFORNIA, AS PER MAP FILED DECEMBER 28, 1982 IN BOOK 3, PAGE 7 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM, ALL THAT PORTION AS CONVEYED IN THAT CERTAIN GRANT DEED TO MAMMOTH UNIFIED SCHOOL DISTRICT RECORDED NOVEMBER 9, 2000, INSTRUMENT NO. 2000006680 OFFICIAL RECORDS.

APN: 037-200-06

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Exhibit A

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Transit Center Site
(210 Commerce Drive, Mammoth Lakes)
PARCEL A:

PARCEL 1 OF PARCEL MAP NO. 36-120, IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 7 THROUGH 7C INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL B:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS PARCELS A AND D OF PARCEL MAP NO. 36-120, IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 7 THROUGH 7C INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN:

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Exhibit B

EXHIBIT B

DESCRIPTION OF THE FACILITY
Community Recreation Center
(686 Old Mammoth Road, Mammoth Lakes)
The Community Recreation Center is a 40,300 square foot Sprung Performance Arena located on the southwest corner of the Mammoth Creek Park site, completed in 2024. The approximate 56-foot tall and 140-foot wide facility will provide year-round programming for the community and visitors. The facility includes locker rooms, public/community space, seating, additional “use areas” (recreational activities, food/beverage sales, rentals, back of house, etc.) restrooms, and administrative areas.

Police Station
(58 Thompsons Way, Mammoth Lakes)
The Police Station is a 5,790 square foot facility, completed in 2017, located on a 2.36 acre site, that provides for Town Police services – sworn and non-sworn activities. The facility includes an armory, a covered entrance, reception area, a sally port, holding cells, a training room and a locker room.

Corporation Yard
(299 Commerce Drive, Mammoth Lakes)
The Corporation Yard includes a building with asphalt paved maintenance yard and two support buildings. The yard is served by an access road and has been improved for drainage. It is also equipped with sewer, water, power, telephone, television and propane gas, as well as a fueling system including card reader, pumps and tanks.

Transit Center
(210 Commerce Drive, Mammoth Lakes)
The Town of Mammoth Lakes Transit Center is jointly operated by the Town and Eastern Sierra Transit Authority (ESTA). The facility is partially leased by ESTA for administrative staff for dispatch, meetings and general office work. ESTA is a joint powers agency that is supported by the Town for transit services.

Drivers and operators use the facility as the main transit yard and begin and end their routes at this facility. Drivers complete their prechecks and some minor maintenance such as installing chains and deicing at the facility. The Town uses a portion of the building to support the Parks and Recreation Department operations. Trackless snow blowers and other seasonal equipment and materials are stored at this facility. The Town maintains offices for parks staff in the conditioned portion of the building.

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Quint & Thimmig LLP 01/17/24
13021.16
AFTER RECORDATION PLEASE RETURN TO:

Quint & Thimmig LLP
900 Larkspur Landing Circle, Suite 270
Larkspur, CA 94939-1726
Attention: Brian D. Quint, Esq.

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

SITE AND FACILITY LEASE
Dated as of July 1, 2024
by and between the
TOWN OF MAMMOTH LAKES, as Lessor
and the
MAMMOTH LAKES MUNICIPAL SERVICE CORPORATION, as Lessee
(2024 Capital Improvement Financing Project)

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SITE AND FACILITY LEASE
THIS SITE AND FACILITY LEASE (this “Site and Facility Lease”), dated as of July 1, 2024, is by and between the TOWN OF MAMMOTH LAKES, a municipal corporation and general law city duly organized and existing under and by virtue of the laws of the State of California, as lessor (the “Town”), and the MAMMOTH LAKES MUNICIPAL SERVICE CORPORATION, a nonprofit public benefit corporation organized and existing under the laws of the State of California, as lessee (the “Corporation”); WITNESSETH:

WHEREAS, the Corporation intends to assist The Town to finance the cost of constructing and equipping a new Town Hall facility and the cost of acquiring certain land and improvements (collectively, the “Project”), by leasing certain land and improvements to The Town pursuant to a Lease Agreement, dated as of July 1, 2024, a memorandum of which is recorded concurrently herewith (the “Lease Agreement”); and WHEREAS, The Town proposes to enter into this Site and Facility Lease with the Corporation as a material consideration for the Corporation’s agreement to lease such land and improvements to The Town;
NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED, as follows:

Section 1. Definitions. Capitalized terms used, but not otherwise defined, in this Site and Facility Lease shall have the meanings ascribed to them in the Lease Agreement.

Section 2. Site and Facility Lease. The Town hereby leases to the Corporation and the Corporation hereby leases from The Town, on the terms and conditions hereinafter set forth, those certain parcels of real property situated in Mono County, State of California, more particularly described in Exhibit A attached hereto and made a part hereof (collectively, the “Site”), and those certain improvements located on the Site, more particularly described in Exhibit B attached hereto and made a part hereof (collectively, the “Facility”).

Section 3. Term. The term of this Site and Facility Lease shall commence on the Closing Date, and shall end on June 1, ____, unless the Term of the Lease Agreement is extended as hereinafter provided. If, on June 1, ____, the Trust Agreement shall not be discharged by its terms or if the Lease Payments or Additional Payments, if any, payable under the Lease Agreement shall have been abated at any time and for any reason, then the term of this Site and Facility Lease shall be extended without the need to execute any amendment to this Section 3 until there has been deposited with the Trustee an amount sufficient to pay all obligations due under the Lease Agreement, but in no event shall the term of this Site and Facility Lease extend beyond June 1, ____. If, prior to June 1, ____, the Trust Agreement shall be discharged by its terms, the term of this Site and Facility Lease shall thereupon end.

Notwithstanding the foregoing, the term of this Site and Facility Lease shall not end so long as any amounts are owed to the Municipal Bond Insurer with respect to the Municipal Bond Insurance Policy or the Reserve Policy (as such capitalized terms are defined in the Lease Agreement).

Section 4. Advance Rental Payment. The Town agrees to lease the Site and the Facility to the Corporation in consideration of the payment by the Corporation of an advance rental payment of _________________ dollars ($_____). The Town and the Corporation agree that by reason of the sale of the Certificates and deposit of proceeds pursuant to the provisions of the

Page 436 of 563 ends

-2-
Trust Agreement, dated as of July 1, 2024, by and among The Town, the Corporation and U.S.

Bank Trust Company, National Association, as trustee thereunder (the “Trust Agreement”), the advance rental payment referenced in the preceding sentence shall be deemed to have been paid.

Section 5. Purpose. The Corporation shall use the Site and the Facility solely for the purpose of leasing the Site and the Facility to The Town pursuant to the Lease Agreement and for such purposes as may be incidental thereto; provided, however, that in the event of default by The Town under the Lease Agreement, the Corporation and its assigns may exercise the remedies provided in the Lease Agreement.

Section 6. Town’s Interest in the Site and the Facility. The Town covenants that it is the owner in fee of the Site and the Facility.

Section 7. Assignments and Subleases. Unless The Town shall be in default under the Lease Agreement, the Corporation may not assign its rights under this Site and Facility Lease or sublet the Site or the Facility, except as provided in the Lease Agreement, without the prior written consent of the District and the Municipal Bond Insurer.

Section 8. Right of Entry. The Town reserves the right for any of its duly authorized representatives to enter upon the Site and the Facility at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof.

Section 9. Termination. The Corporation agrees, upon the termination of this Site and Facility Lease, to quit and surrender the Site and the Facility in the same good order and condition as the same were in at the time of commencement of the term hereunder, reasonable wear and tear excepted, and agrees that any permanent improvements and structures existing upon the Site at the time of the termination of this Site and Facility Lease shall remain thereon and title thereto shall vest in The Town.

Section 10. Default. In the event the Corporation shall be in default in the performance of any obligation on its part to be performed under the terms of this Site and Facility Lease, which default continues for thirty (30) days following notice and demand for correction thereof to the Corporation, The Town may exercise any and all remedies granted by law, except that no merger of this Site and Facility Lease and of the Lease Agreement shall be deemed to occur as a result thereof and The Town shall have no right to terminate this Site and Facility Lease as a remedy for such default; provided, however, that so long as any Certificates are Outstanding and unpaid in accordance with the terms thereof, the Lease Payments assigned by the Corporation to the Trustee under the Assignment Agreement shall continue to be paid to the Trustee.

Section 11. Quiet Enjoyment. The Corporation, at all times during the term of this Site and Facility Lease, shall peaceably and quietly have, hold and enjoy all of the Site subject to the provisions of the Lease Agreement and the Trust Agreement.

Section 12. Waiver of Personal Liability. All liabilities under this Site and Facility Lease on the part of the Corporation are solely liabilities of the Corporation and The Town hereby releases each and every, member, director, officer, employee and agent of the Corporation of and from any personal or individual liability under this Site and Facility Lease. No member, director, officer, employee or agent of the Corporation shall at any time or under any circumstances be individually or personally liable under this Site and Facility Lease for anything done or omitted to be done by the Corporation hereunder.

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-3-
Section 13. Taxes. All assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Site and the Facility (including both land and improvements) will be paid in accordance with the Lease Agreement.

Section 14. Eminent Domain. In the event the whole or any part of the Site or the Facility thereon is taken by eminent domain proceedings, the interest of the Corporation shall be recognized and is hereby determined to be the amount of then unpaid Certificates including the unpaid principal and interest with respect to any then outstanding Certificates and, subject to the provisions of the Lease Agreement and payment of all amounts owed to the Municipal Bond Insurer, the balance of the award, if any, shall be paid to The Town.

Section 15. Use of the Proceeds. The Town and the Corporation hereby agree that the lease to the Corporation of The Town’s right and interest in the Site and the Facility pursuant to Section 2 serves the public purposes of The Town by providing funds to enable The Town to finance the 2024 Project.

Section 16. Partial Invalidity. If any one or more of the terms, provisions, covenants or conditions of this Site and Facility Lease shall, to any extent, be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding, order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Site and Facility Lease shall be affected thereby, and each provision of this Site and Facility Lease shall be valid and enforceable to the fullest extent permitted by law.

Section 17. Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered mail, return receipt requested, postage prepaid, and, if to the Town, addressed to The Town in care of the Town Manager, Town of Mammoth Lakes, 437 Old Mammoth Road, Suite 230, Mammoth Lakes, CA 93546, or if to the Corporation, addressed to the Corporation in care of the Town Manager, Town Manager, Town of Mammoth Lakes, 437 Old Mammoth Road, Suite 230, Mammoth Lakes, CA 93546, if to the Municipal Bond Insurer, addressed to ___________, Attention:
__________, Re: Policy No. _________, Telephone: (___) ___-____; Fax: (___) ___-____, or to such other addresses as the respective parties may from time to time designate by notice in writing.

Section 18. Municipal Bond Insurer as Third Party Beneficiary. To the extent that this Site and Facility Lease confers upon or give or grant to the Municipal Bond Insurer any right, remedy or claim under or by reason of the Trust Agreement or the Lease Agreement, the Municipal Bond Insurer is explicitly recognized as being a third party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder.

Section 19. Binding Effect. This Site and Facility Lease shall inure to the benefit of and shall be binding upon The Town and the Corporation and their respective successors and assigns.

Section 20. Amendment. This Site and Facility Lease may not be amended except as permitted under Section 10.01 of the Trust Agreement.

Section 21. 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 Site and Facility Lease.

Section 22. Applicable Law. This Site and Facility Lease shall be governed by and construed in accordance with the laws of the State of California.

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-4-
Section 23. Execution in Counterparts. This Site and Facility Lease 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 instrument.
[Remainder of this page is intentionally left blank]

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S-1
[Signature page to Site and Facility Lease]
IN WITNESS WHEREOF, The Town and the Corporation have caused this Site and Facility Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

TOWN OF MAMMOTH LAKES
By
_________
Town Manager

MAMMOTH LAKES MUNICIPAL

SERVICE CORPORATION
By
_________
Executive Director

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[NOTARY ACKNOWLEDGMENTS TO BE ATTACHED]

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Exhibit A

Page 1 ends

EXHIBIT A

DESCRIPTION OF THE SITE
The land referred to herein is situated in the State of California, County of Mono and described as follows:

Community Recreation Center Site
(686 Old Mammoth Road, Mammoth Lakes)
APN:

Police Station Site
(58 Thompson Way, Mammoth Lakes)

THAT PORTION OF THAT PROPERTY IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO,

BEGINNING AT THE SOUTHWEST CORNER OF SAID PROPERTY, SAID CORNER MARKED BY A BLM BRASS CAP AT A 1/1024 CORNER OF SECTION 35, TOWNSHIP 3 SOUTH, RANGE 27 EAST,

EXCEPTING THEREFROM: [Mono County Civic Center site]

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Exhibit A

Page 2 ends

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHEASTERLY ALONG SAID REVERSE CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29', AN ARC LENGTH OF 72.41 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID REVERSE CURVE, SOUTH 88°40'09" EAST 126.96 FEET TO THE BEGINNING POINT OF A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 15.00 FEET;

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Exhibit A

Page 3 ends

THENCE SOUTH 89°04'51" EAST, 52.17 FEET;
THENCE SOUTH 00°55'09" WEST, 20.13 FEET;
THENCE SOUTH 89°04'51" EAST, 164.00 FEET TO THE TRUE POINT OF BEGINNING.

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET;

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET;

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Exhibit A

Page 4 ends

EAST, 198.05 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 180.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHEASTERLY ALONG SAID REVERSE CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29', AN ARC LENGTH OF 72.41 FEET;

73.59 FEET TO THE TRUE POINT OF BEGINNING.

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

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Exhibit A

Page 5 ends

POINT ALSO BEING THE BEGINNING OF A TANGENT LINE;
THENCE ALONG SAID DEED LINE, TANGENT TO SAID REVERSE CURVE, SOUTH 88°40'09" EAST, 126.96 FEET TO THE BEGINNING POINT OF A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 15.00 FEET;
THENCE LEAVING SAID DEED LINE, CONTINUING SOUTH 88°40'09" EAST 73.59 FEET TO THE EAST LINE OF SAID LAND;
THENCE NORTHERLY ALONG SAID EAST LINE NORTH 00°16'48" EAST 312.15 FEET TO THE NORTH LINE OF SAID LAND;
THENCE ALONG SAID NORTH LINE NORTH 88°40'09" WEST 75.12 FEET; THENCE SOUTH 00°55'09 WEST 245.54 FEET;
THENCE NORTH 89°04'51" WEST 390.00 FEET;
THENCE SOUTH 00°55'09" WEST, 41.63 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY HAVING A RADIUS OF 15.00 FEET;
THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°24'42", AN ARC LENGTH OF 23.67 FEET;
THENCE TANGENT TO SAID CURVE NORTH 88°40'09" WEST 86.73 TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 15.00 FEET; THENCE NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 88°56'57", AN ARC LENGTH OF 23.29 FEET TO A POINT LOCATED 60.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE WEST LINE OF SAID LANDS; THENCE SOUTHERLY PARALLEL TO SAID WEST LINE, SOUTH 00°16'48" WEST, 90.02 FEET TO THE TRUE POINT OF BEGINNING.

Corporation Yard Site
(299 Commerce Drive, Mammoth Lakes)
PARCEL ONE:

LOT 1 OF TRACT NO. 36-161A, IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 10 PAGE 6-6A OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 037-200-038
PARCEL TWO:

EXCEPTING THEREFROM, ALL THAT PORTION AS CONVEYED IN THAT CERTAIN GRANT DEED TO MAMMOTH UNIFIED SCHOOL DISTRICT RECORDED NOVEMBER 9, 2000, INSTRUMENT NO. 2000006680 OFFICIAL RECORDS.

APN: 037-200-06

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Exhibit A

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Transit Center Site
(210 Commerce Drive, Mammoth Lakes)
PARCEL A:

PARCEL B:

APN:

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Exhibit B

EXHIBIT B

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Quint & Thimmig LLP 01/17/24
13021.16

LEASE AGREEMENT
Dated as of July 1, 2024
by and between the
MAMMOTH LAKES MUNICIPAL SERVICE CORPORATION, as Lessor
and the
TOWN OF MAMMOTH LAKES, as Lessee
(2024 Capital Improvement Financing Project)

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-iTABLE OF CONTENTS
Page

ARTICLE I

DEFINITIONS AND EXHIBITS
Section 1.1. Definitions ....................................................................................................................................................................2 Section 1.2. Interpretation ...............................................................................................................................................................2 Section 1.3. Exhibits .........................................................................................................................................................................2

ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.1. Representations, Covenants and Warranties of the Town ....................................................................................3 Section 2.2. Representations, Covenants and Warranties of Corporation ...............................................................................3

ARTICLE III

DEPOSIT OF MONEYS
Section 3.1. Deposit of Moneys ......................................................................................................................................................5 Section 3.2. Payment of Project Costs ............................................................................................................................................5 Section 3.3. Town to Act as Agent of the Corporation ...............................................................................................................5 Section 3.3. Payment of Delivery Costs ........................................................................................................................................6

ARTICLE IV
AGREEMENT TO LEASE; TERM OF THIS LEASE AGREEMENT; LEASE PAYMENTS Section 4.1. Lease 7
Section 4.2. Term of Agreement .....................................................................................................................................................7 Section 4.3. Possession .....................................................................................................................................................................7 Section 4.4. Lease Payments ...........................................................................................................................................................7 Section 4.5. Quiet Enjoyment ..........................................................................................................................................................9 Section 4.6. Title ..............................................................................................................................................................................9 Section 4.7. Additional Payments ..................................................................................................................................................9

ARTICLE V
MAINTENANCE; TAXES; INSURANCE; USE LIMITATIONS; AND OTHER MATTERS Section 5.1. Maintenance, Utilities, Taxes and Assessments ...................................................................................................11 Section 5.2. Modification of Property ..........................................................................................................................................11 Section 5.3. Public Liability and Property Damage Insurance ................................................................................................12 Section 5.4. Fire and Extended Coverage Insurance; No Earthquake Insurance ..................................................................12 Section 5.5. Rental Interruption Insurance .................................................................................................................................12 Section 5.6. Title Insurance ...........................................................................................................................................................13 Section 5.7. Insurance Net Proceeds; Form of Policies .............................................................................................................13 Section 5.8. Advances ....................................................................................................................................................................13 Section 5.9. Installation of Town’s Equipment ..........................................................................................................................13 Section 5.10. Liens ..........................................................................................................................................................................14 Section 5.11. Private Activity Bond Limitation ..........................................................................................................................14 Section 5.12. Federal Guarantee Prohibition ..............................................................................................................................14 Section 5.13. Rebate Requirement ................................................................................................................................................14 Section 5.14. No Arbitrage ............................................................................................................................................................14 Section 5.15. Maintenance of Tax-Exemption ............................................................................................................................14

ARTICLE VI
DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF NET PROCEEDS Section 6.1. Eminent Domain .......................................................................................................................................................15 Section 6.2. Application of Net Proceeds ....................................................................................................................................15 Section 6.3. Abatement of Lease Payments in the Event of Damage or Destruction ...........................................................15

ARTICLE VII
DISCLAIMER OF WARRANTIES; ACCESS; INDEMNIFICATION
Section 7.1. Disclaimer of Warranties ..........................................................................................................................................17

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-iiSection 7.2. Access to the Property ..............................................................................................................................................17 Section 7.3. Release and Indemnification Covenants ................................................................................................................17

ARTICLE VIII

ASSIGNMENT, SUBLEASING AND AMENDMENT
Section 8.1. Assignment by the Corporation ..............................................................................................................................18 Section 8.2. Assignment and Subleasing by the Town .............................................................................................................18 Section 8.3. Amendment of Lease Agreement ...........................................................................................................................18

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES
Section 9.1. Events of Default Defined ........................................................................................................................................22 Section 9.2. Remedies on Default .................................................................................................................................................22 Section 9.3. No Remedy Exclusive ...............................................................................................................................................24 Section 9.4. Agreement to Pay Attorneys’ Fees and Expenses ................................................................................................24 Section 9.5. No Additional Waiver Implied by One Waiver ...................................................................................................24 Section 9.6. Application of Proceeds ...........................................................................................................................................24 Section 9.7. Trustee and Certificate Owners to Exercise Rights ..............................................................................................24 Section 9.8. No Right to Terminate for Corporation Default ...................................................................................................24

ARTICLE X

PREPAYMENT OF LEASE PAYMENTS
Section 10.1. Security Deposit ......................................................................................................................................................25 Section 10.2. Prepayment Option .................................................................................................................................................25 Section 10.3. Mandatory Prepayment from Net Proceeds of Insurance, Title Insurance or Eminent Domain ................26 Section 10.4. Credit for Amounts on Deposit .............................................................................................................................26

ARTICLE XI

MISCELLANEOUS
Section 11.1. Notices ......................................................................................................................................................................27 Section 11.2. Binding Effect ...........................................................................................................................................................29 Section 11.3. Severability ...............................................................................................................................................................29 Section 11.4. Net-net-net Lease ....................................................................................................................................................29 Section 11.5. Further Assurances and Corrective Instruments ...............................................................................................29 Section 11.6. Execution in Counterparts .....................................................................................................................................29 Section 11.7. Applicable Law ........................................................................................................................................................29 Section 11.8. Corporation and Town Representatives ..............................................................................................................29 Section 11.9. Captions ....................................................................................................................................................................29 EXHIBIT A: DESCRIPTION OF THE SITE
EXHIBIT B: DESCRIPTION OF THE FACILTY
EXHIBIT C: SCHEDULE OF LEASE PAYMENTS

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LEASE AGREEMENT
THIS LEASE AGREEMENT (the “Lease Agreement”), dated for convenience as of July 1, 2024, by and between the MAMMOTH LAKES MUNICIPAL SERVICE CORPORATION, a nonprofit public benefit corporation organized and existing under the laws of the State of California, as lessor (the “Corporation”), and the TOWN OF MAMMOTH LAKES, a municipal corporation and general law city, duly organized and existing under and by virtue of the laws of the State of California, as lessee (the “Town”);
WITNESSETH:

WHEREAS, pursuant to that certain Site and Facility Lease, dated as of July 1, 2024 (the “Site and Facility Lease”), the Town has leased those certain parcels of real property situated in Mono County, State of California, more particularly described in Exhibit A attached hereto and made a part hereof (the “Site”), and those certain improvements located on the Site, more particularly described in Exhibit B attached hereto and made a part hereof (the “Facility” and, with the Site, the “Property”), to the Corporation, all for the purpose of enabling the Town to finance the cost of constructing and equipping a new Town Hall facility and the cost of acquiring certain land and improvements (collectively, the “Project”); WHEREAS, the Corporation proposes to lease the Property to the Town pursuant to this Lease Agreement and to assign its right to receive lease payments under this Lease Agreement (the “Lease Payments”), its right to enforce payment of the Lease Payments and otherwise to enforce its interest and rights under this Lease Agreement in the event of a default hereunder by the Town, to U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to that certain Assignment Agreement, dated as of July 1, 2024, by and between the Corporation and the Trustee;
WHEREAS, pursuant to that certain Trust Agreement, dated as of July 1, 2024, by and among the Town, the Corporation and the Trustee (the “Trust Agreement”), the Trustee will execute and deliver certificates of participation (the “Certificates”) in the Lease Payments; and WHEREAS, the proceeds of the Certificates, together with other available moneys, will be applied by the Town to (a) finance the costs of the Project, and (b) pay costs incurred in connection with the execution, delivery and sale of the Certificates, including purchasing a municipal bond insurance policy for the Certificates and a reserve fund municipal bond insurance policy in lieu of cash funding a reserve fund,; NOW, THEREFORE, for and in consideration of the premises and the material covenants hereinafter contained, the parties hereto hereby formally covenant, agree and bind themselves as follows:

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ARTICLE I

DEFINITIONS AND EXHIBITS
Section 1.1. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Lease Agreement shall have the respective meanings specified in Section 1.01 of the Trust Agreement.

Section 1.2. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Lease Agreement; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Lease Agreement as a whole and not to any particular Article, Section or subdivision hereof.

Section 1.3. Exhibits. The following exhibits are attached to, and by this reference made a part of, this Lease Agreement:

Exhibit A: The description of the Site.

Exhibit B: The description of the Facility.

Exhibit C: The schedule of Lease Payments to be paid by the Town hereunder with respect to the Property, showing the Lease Payment Date and amount of each such Lease Payment.

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ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.1. Representations, Covenants and Warranties of the Town. The Town represents, covenants and warrants to the Corporation and the Municipal Bond Insurer as follows:
(a) Due Organization and Existence. The Town is a municipal corporation and general law city, duly organized and existing under and by virtue of the laws of the State. (b) Authorization. The laws of the State authorize the Town to enter into the Site and Facility Lease, this Lease Agreement and the Trust Agreement and to enter into the transactions contemplated by and to carry out the Town’s obligations under all of the aforesaid agreements.

The Town has duly authorized and executed all of the aforesaid agreements and such agreements constitute the legal, valid and binding agreements of the Town, enforceable against the Town in accordance with their respective terms.
(c) No Violations. Neither the execution and delivery of the Site and Facility Lease, this Lease Agreement or the Trust Agreement, the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction, agreement or instrument to which the Town is now a party or by which the Town is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrances whatsoever upon any of the property or assets of the Town, or upon the Property, except Permitted Encumbrances. (d) Execution and Delivery. The Town has duly authorized and executed the Site and Facility Lease, this Lease Agreement and the Trust Agreement in accordance with all applicable laws.

Section 2.2. Representations, Covenants and Warranties of Corporation. The Corporation represents, covenants and warrants to the Town and the Municipal Bond Insurer as follows:
(a) Due Organization and Existence. The Corporation is a nonprofit public benefit corporation, organized and existing under and by virtue of the laws of the State; has power to enter into the Site and Facility Lease, this Lease Agreement, the Assignment Agreement and the Trust Agreement; is possessed of full power to own and hold, improve and equip real and personal property and to lease and sell the same; has duly authorized the execution and delivery of all of the aforesaid agreements and such agreements constitute the legal, valid and binding agreements of the Corporation, enforceable against the Corporation in accordance with their respective terms.
(b) No Encumbrances. The Corporation will not pledge the Lease Payments or other amounts derived from the Property and from its other rights under this Lease Agreement and will not mortgage or encumber the Property, except as provided under the terms of this Lease Agreement and the Trust Agreement.
(c) No Violations. Neither the execution and delivery of the Site and Facility Lease, this Lease Agreement, the Assignment Agreement or the Trust Agreement, the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the

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Corporation is now a party or by which the Corporation is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Corporation, or upon the Property, except Permitted Encumbrances.
(d) No Assignments. Except as provided herein, the Corporation will not assign this Lease Agreement, its right to receive Lease Payments from the Town or its duties and obligations hereunder to any other person, firm or corporation so as to impair or violate the representations, covenants and warranties contained in this Section 2.2. (e) Execution and Delivery. The Corporation has duly authorized and executed this Lease Agreement in accordance with all applicable laws.
(f) No Advisory Relationship. The Corporation is not acting as a municipal advisor or financial advisor to the Town, and has no financial advisory relationship, as that term is defined in section 53590(c) of the California Government Code and has not assumed any advisory responsibility to the Town with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto.

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ARTICLE III

DEPOSIT OF MONEYS
Section 3.1. Deposit of Moneys. On the Closing Date, the Corporation shall cause to be deposited with the Trustee the net proceeds of sale of the Certificates net of amounts paid by the Original Purchaser to the Municipal Bond Insurer as an accommodation to the Town for the premiums relating to the Municipal Bond Insurance Policy and the Reserve Policy. Amounts required to pay Delivery Costs shall be deposited in the Delivery Costs Fund, and the amount estimated to be required to pay Project Costs shall be deposited in the Project Fund.

Section 3.2. Payment of Project Costs. Payment of Project Costs shall be made from the moneys deposited in the Project Fund, which moneys shall be disbursed for such purpose in accordance and upon compliance with Section 3.03 of the Trust Agreement.

Section 3.3. Town to Act as Agent of the Corporation.
(a) Appointment of Town. The Corporation hereby appoints the Town as its agent to carry out all phases of the construction of the Project, and the Town, as agent of the Corporation, assumes all rights, duties, responsibilities and liabilities of the Corporation regarding construction, except as limited herein.
(b) Contracts, Bids and Payments. The Town, as agent of the Corporation, may enter into any purchase order, agreement or contract required for construction of the Project upon being assured that moneys sufficient for the payment thereof are then on deposit in the Project Fund or other available moneys of the Town. The benefits of all bids received by the Town for the Project shall be and shall be deemed to be assigned by the Town to the Corporation. (c) Project Description. The Town, as agent of the Corporation, shall have the right to make any changes in the description of the Project or of any component thereof whenever the Town deems such changes to be necessary and appropriate. (d) Supervision of Construction. The Town, as agent of the Corporation, shall have sole responsibility for, and shall supervise construction of the Project. The Town shall monitor the performance by any vendor to the extent the Town deems appropriate. The Town shall permit the Corporation or its assignee to inspect the Project at any and all reasonable times which are deemed appropriate by the Corporation or its assignee.
(e) Enforcement of Contracts. The Corporation hereby assigns to the Town all rights and powers to enforce and execute in its own name or the name of the Corporation such purchase orders or contracts as are required for the Project which enforcement may be at law or in equity; provided, however, that the assignment made by the Corporation herein shall not prevent the Corporation or its assignee from asserting said rights and powers in its own behalf following written notice to the Town.
(f) Fixed Price. The Corporation shall not be responsible for payment of, nor shall it pay nor permit to be paid by the Trustee pursuant to the Trust Agreement, any amount for the Project in excess of the amount available therefor in the Project Fund held by the Trustee pursuant to the Trust Agreement. The Town shall pay said excess amount to the extent of lawfully available funds.
(g) Inspection of Records. The Corporation shall have the right to inspect periodically the books and records of the Town relating to the Project, and the Town shall permit the

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Corporation to make such inspections thereof at all reasonable times as the Town shall deem appropriate.
(h) Specifications. The Town agrees that it will assure that the Project will be constructed in accordance with final plans and specifications approved by the Town. Upon completion of construction of the Project, the Town will assure that there is filed with the Trustee a certificate executed by a Town Representative and stating that such construction has been completed in accordance with specifications therefor approved by the Town. (i) Nondiscrimination. Each contract entered into between the Town, as the agent for the Corporation, and any vendor shall provide that such vendor shall not discriminate against any other vendor or any employee or applicant for employment because of the race, religious creed, color, national origin, or sex of such person, unless based upon a bona fide occupational qualification. In addition, in determining vendors, or in employing persons, if any, for the purposes of construction of the Project, the Town shall not discriminate on the basis of race, religious creed, color, national origin, or sex of such person, unless based upon a bona fide occupational qualification.
(j) Performance Security. The Town shall require the provision of bid bonds or performance bonds in such percentage of the bid or contract price as it deems desirable in advertising for and in awarding contracts or making purchase orders.

Section 3.3. Payment of Delivery Costs. Payment of Delivery Costs shall be made from the moneys deposited in the Delivery Costs Fund, which moneys shall be disbursed for such purpose in accordance and upon compliance with Section 3.02 of the Trust Agreement.

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ARTICLE IV
AGREEMENT TO LEASE; TERM OF THIS LEASE AGREEMENT;

LEASE PAYMENTS
Section 4.1. Lease.
(a) The Corporation hereby leases the Property to the Town, and the Town hereby leases the Property from the Corporation, upon the terms and conditions set forth in this Lease Agreement.
(b) The leasing of the Property by the Town to the Corporation pursuant to the Site and Facility Lease shall not affect or result in a merger of the Town’s leasehold estate pursuant to this Lease Agreement and its fee estate as lessor under the Site and Facility Lease.

Section 4.2. Term of Agreement. The Term of the Lease Agreement shall commence on the Closing Date, and shall end on June 1, ____, unless such term is extended as hereinafter provided. If, on June 1, ____, the Trust Agreement shall not be discharged by its terms or if the Lease Payments or Additional Payments, if any, payable hereunder shall have been abated at any time and for any reason, then the Term of the Lease Agreement shall be extended without the need to execute any amendment to this Section 4.2 until there has been deposited with the Trustee an amount sufficient to pay all obligations due under the Lease Agreement, but in no event shall the Term of the Lease Agreement extend beyond June 1, ____. If, prior to June 1, ____, the Trust Agreement shall be discharged by its terms, the Term of the Lease Agreement shall thereupon end.

Notwithstanding the foregoing, the Term of the Lease Agreement shall not end so long as any amounts are owed to the Municipal Bond Insurer with respect to the Municipal Bond Insurance Policy or the Reserve Policy.

Section 4.3. Possession. The Town hereby agrees to accept and take possession of the Property on or prior to the date of recordation of this Lease Agreement.

Section 4.4. Lease Payments.
(a) Obligation to Pay. Subject to the provisions of Articles VI and X hereof, the Town agrees to pay to the Corporation, its successors and assigns, as rental for the use and occupancy of the Property during each Rental Period, the Lease Payments (denominated into components of principal and interest) in the respective amounts specified in Exhibit C hereto, to be due and payable on the respective Lease Payment Dates specified in Exhibit C hereto. Any amount held in the Lease Payment Fund on any Lease Payment Date (other than amounts resulting from the prepayment of the Lease Payments in part but not in whole pursuant to Article X hereof and other than amounts required for payment of Certificates not yet surrendered) shall be credited towards the Lease Payment then due and payable; and no Lease Payment need be made on any Lease Payment Date if the amounts then held in the Lease Payment Fund are at least equal to the Lease Payment then required to be paid. The Lease Payments for the Property payable in any Rental Period shall be for the use of the Property for such Rental Period. (b) Effect of Prepayment. In the event that the Town prepays all remaining Lease Payments and all Additional Payments due under Section 4.7 hereof in full pursuant to Article X hereof, subject to Section 4.2 hereof, the Town’s obligations under this Lease Agreement shall thereupon cease and terminate including, but not limited to, the Town’s obligation to pay Lease Payments under this Section 4.4; subject however, to the provisions of Section 10.1 hereof in the

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case of prepayment by application of a security deposit. In the event that the Town optionally prepays the Lease Payments in part but not in whole pursuant to Section 10.2 hereof or pursuant to Section 10.3 hereof as a result of any insurance or condemnation award with respect to any portion of the Property, such prepayment shall be credited entirely towards the prepayment of the Lease Payments as follows: (i) the principal components of each remaining Lease Payment shall be reduced in such order as shall be selected by the Town in integral multiples of $5,000; and (ii) the interest component of each remaining Lease Payment shall be reduced by the aggregate corresponding amount of interest which would otherwise be payable with respect to the Certificates thereby redeemed pursuant to Sections 4.01(a) or (b), as the case may be, of the Trust Agreement.
(c) Rate on Overdue Payments. In the event the Town should fail to make any of the payments required in this Section 4.4, the payment in default shall continue as an obligation of the Town until the amount in default shall have been fully paid and the Town agrees to pay the same with interest thereon, to the extent permitted by law, from the date of default to the date of payment at the rate per annum payable with respect to the Certificates. Such interest, if received, shall be deposited in the Lease Payment Fund or in the Reserve Fund to replenish the Reserve Fund.
(d) Fair Rental Value. The Lease Payments for each Rental Period shall constitute the total rental for each such Rental Period and shall be paid by the Town in each Rental Period for and in consideration of the right of the use and occupancy and the continued quiet use and enjoyment of the Property during each Rental Period. The parties hereto have agreed and determined that the total Lease Payments for the Property represent the fair rental value of the Property. In making such determination, consideration has been given to the obligations of the parties under this Lease Agreement, the uses and purposes which may be served by the Property and the benefits therefrom which will accrue to the Town and the general public. (e) Source of Payments; Budget and Appropriation. Lease Payments and Additional Payments shall be payable from any source of available funds of the Town, subject to the provisions of Articles VI and X hereof.

The Town covenants to take such action as may be necessary to include all Lease Payments and Additional Payments due hereunder in each of its budgets during the Term of the Lease Agreement and to make the necessary annual appropriations for all such Lease Payments and for Additional Payments due under Section 4.7 hereof. To that end, the Council shall direct budgetary staff to include in each annual budget proposal to the Council an appropriation sufficient to pay Lease Payments and Additional Payments. The Town hereby expresses its present intent to appropriate Lease Payments and Additional Payments due under Section 4.7 hereof during the Term of the Lease Agreement. The covenants on the part of the Town 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 Town to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the Town to carry out and perform the covenants and agreements in this Lease Agreement agreed to be carried out and performed by the Town. (f) Assignment. The Town understands and agrees that all Lease Payments have been assigned by the Corporation to the Trustee in trust, pursuant to the Assignment Agreement, for the benefit of the Owners of the Certificates, and the Town hereby assents to such assignment.

The Corporation hereby directs the Town, and the Town hereby agrees to pay to the Trustee at the Designated Corporate Trust Office, all payments payable by the Town pursuant to this Section 4.4 and all amounts payable by the Town pursuant to Article X hereof.

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The chief business official and all other officers charged with the duty of preparing and submitting the annual budget of the Town to the Council are hereby irrevocably directed, following any draw on the Reserve Policy because the value of the Property has been reduced below the total unpaid principal component of Lease Payments and the Town is permitted to pay less than the total scheduled Lease Payment, all in accordance with Section 6.3 (an “Abatement Period”), to include in the proposed budget and to request that the Board include in the final approved budget, and thereby appropriate, any amounts necessary to reinstate the Reserve Policy, including interest due and any other amounts payable to the Municipal Bond Insurer (collectively, the “Reinstatement Amount”). Such officers shall use their best efforts to obtain such appropriations.

The request for inclusion in the final approved budget and appropriation shall be made in each Fiscal Year following any Abatement Period so long as reimbursement amounts are owed to the Municipal Bond Insurer. Failure by the chief business official and other officers to request such inclusion and appropriation shall constitute an Event of Default under this Lease Agreement and the Municipal Bond Insurer may exercise remedies accordingly.

The decision of the Council as to whether or not to approve and appropriate any Reinstatement Amount in any given Fiscal Year during any Abatement Period is in the sound discretion of the Board; the failure of the Board to approve and appropriate the Reinstatement Amount in any given Fiscal Year during any Abatement Period shall not constitute an Event of Default under this Lease Agreement or under the Trust Agreement.

Section 4.5. Quiet Enjoyment. During the Term of the Lease Agreement, the Corporation shall provide the Town with quiet use and enjoyment of the Property and the Town shall, during such Term, peaceably and quietly have and hold and enjoy the Property without suit, trouble or hindrance from the Corporation, except as expressly set forth in this Lease Agreement. The Corporation will, at the request of the Town and at the Town’s cost, join in any legal action in which the Town asserts its right to such possession and enjoyment to the extent the Corporation may lawfully do so. Notwithstanding the foregoing, the Corporation shall have the right to inspect the Property as provided in Section 7.2. hereof.

Section 4.6. Title. During the Term of the Lease Agreement, the Corporation shall hold leasehold title to the Property and the Town shall hold fee title to those portions of the Property which are newly acquired or constructed and any and all additions which comprise fixtures, repairs, replacements or modifications to the Property, except for those fixtures, repairs, replacements or modifications which are added to the Property by the Town at its own expense and which may be removed without damaging the Property and except for any items added to the Property by the Town pursuant to Section 5.8 hereof.

If the Town prepays the Lease Payments in full pursuant to Article X hereof or makes the security deposit permitted by Section 10.1 hereof or pays all Lease Payments during the Term of the Lease Agreement as the same become due and payable, subject to Section 4.2 hereof, and pays Additional Payments, if any, all right, title and interest of the Corporation in and to the Property shall be terminated. The Corporation agrees to take any and all steps and execute and record any and all documents reasonably required by the Town to consummate any such transfer of title.

Section 4.7. Additional Payments. In addition to the Lease Payments, the Town shall pay when due the following Additional Payments:
(a) Any fees and expenses incurred by the Town in connection with or by reason of its leasehold estate in the Property as and when the same become due and payable.

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(b) Any amounts due to the Trustee pursuant to the Trust Agreement for all services rendered under the Trust Agreement and for all reasonable expenses, charges, costs, liabilities, legal fees and other disbursements incurred in and about the performance of its powers and duties under the Trust Agreement.
(c) Any reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Town, the Corporation or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Lease Agreement or the Trust Agreement.
(d) Any reasonable out-of-pocket expenses of the Town in connection with the execution and delivery of this Lease Agreement or the Trust Agreement, or in connection with the execution and delivery of the Certificates, including any and all expenses incurred in connection with the authorization, execution, sale and delivery of the Certificates, or incurred by the Corporation in connection with any litigation which may at any time be instituted involving this Lease Agreement, the Trust Agreement, the Certificates or any of the other documents contemplated hereby or thereby, or incurred by the Corporation in connection with the Continuing Disclosure Certificate, or otherwise incurred in connection with the administration thereof.
(e) The Town agrees to pay any amounts owed to the Municipal Bond Insurer pursuant to Section 6.04 of the Trust Agreement, interest on Insurer Advances (as more fully described in the Trust Agreement) and amounts payable pursuant to the seventh paragraph of Section 14.08 of the Trust Agreement. The Town’s obligation to pay such amounts shall expressly survive payment in full of the Certificates.

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ARTICLE V
MAINTENANCE; TAXES; INSURANCE; USE LIMITATIONS;

AND OTHER MATTERS
Section 5.1. Maintenance, Utilities, Taxes and Assessments. Throughout the Term of the Lease Agreement, as part of the consideration for the rental of the Property, all improvement, repair and maintenance of the Property shall be the responsibility of the Town and the Town shall pay, 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, water and all other utility services, and shall pay for or otherwise arrange for the 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 Town or any assignee or sublessee thereof. In exchange for the Lease Payments herein provided, the Corporation agrees to provide only the Property, as hereinbefore more specifically set forth. The Town waives the benefits of subsections 1 and 2 of section 1932 of the California Civil Code, but such waiver shall not limit any of the rights of the Town under the terms of this Lease Agreement.

The Town shall also pay or cause to be paid all taxes and assessments of any type or nature, if any, charged to the Corporation or the Town affecting the Property or the respective interests or estates therein; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Town shall be obligated to pay only such installments as are required to be paid during the Term of the Lease Agreement as and when the same become due.

The Town may, at the Town’s expense 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 any appeal therefrom unless the Corporation or the Municipal Bond Insurer shall notify the Town that, in the opinion of Independent Counsel, by nonpayment of any such items, the interest of the Corporation 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 Town shall promptly pay such taxes, assessments or charges or provide the Corporation and the Municipal Bond Insurer with full security against any loss which may result from nonpayment, in form satisfactory to the Corporation and the Municipal Bond Insurer. The Town shall provide the Corporation and the Municipal Bond Insurer with written notice of any such contest and shall provide such updates on the contest as the Corporation may reasonably request.

Section 5.2. Modification of Property. The Town shall, at its own expense, have the right to remodel the Property or to make additions, modifications and improvements to the Property.

All additions, modifications and improvements to the Property shall thereafter comprise part of the Property and be subject to the provisions of this Lease Agreement. Such additions, modifications and improvements shall not in any way damage the Property, substantially alter its nature, cause the interest component of Lease Payments to be subject to federal income taxes or cause the Property to be used for purposes other than those authorized under the provisions of State and federal law; and the Property, upon completion of any additions, modifications and improvements made thereto pursuant to this Section 5.2, shall be of a value which is not substantially less than the value of the Property immediately prior to the making of such additions, modifications and improvements. The Town will not permit any mechanic’s or other lien to be established or remain against the Property for labor or materials furnished in connection with any remodeling, additions, modifications, improvements, repairs, renewals or replacements made by the Town pursuant to this Section 5.2; provided that if any such lien is established and the Town shall first notify the Corporation of the Town’s intention to do so, the

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Town may in good faith contest any lien filed or established against the Property, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom and shall provide the Corporation with full security against any loss or forfeiture which might arise from the nonpayment of any such item, in form satisfactory to the Corporation. The Corporation will cooperate fully in any such contest, upon the request and at the expense of the Town.

Section 5.3. Public Liability and Property Damage Insurance. The Town shall maintain or cause to be maintained, throughout the Term of the Lease Agreement, insurance policies, including a standard comprehensive general insurance policy or policies in protection of the Corporation, the Town, the Trustee and the Municipal Bond Insurer and their respective members, officers, agents and employees. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried by the Town and may be maintained through a nonprofit public benefit corporation created for such purpose or, with the prior written consent of the Municipal Bond Insurer, in the form of self-insurance by the Town.

Said policy or policies shall provide for indemnification of said parties against direct or consequential loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the operation 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 each accident or event, and in a minimum amount of $100,000 (subject to a deductible clause of not to exceed $5,000) for damage to property resulting from each accident or event. Such public 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 by the Town and may be maintained in the form of insurance maintained through a nonprofit, public benefit corporation created for such purpose or, with the prior written consent of the Municipal Bond Insurer, in the form of self-insurance by the Town. The Net Proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the insurance proceeds shall have been paid.

Section 5.4. Fire and Extended Coverage Insurance; No Earthquake Insurance. The Town shall maintain, or cause to be maintained throughout the Term of the Lease Agreement, insurance against loss or damage to any part of the Property constituting structures, if any, by fire and lightning, with extended coverage and vandalism and malicious mischief insurance; provided, however, that the Town shall not be required to maintain earthquake insurance with respect to the Property. Said extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. Such insurance shall be in an amount equal to one hundred percent (100%) of the replacement cost of such portion of the Property, if any.

Such insurance may be subject to deductible clauses of not to exceed $100,000 for any one loss.

Such insurance may be maintained as part of or in conjunction with any other fire and extended coverage insurance carried by the Town and, with the prior written consent of the Municipal Bond Insurer, may be maintained in whole or in part in the form of insurance maintained through a nonprofit public benefit corporation created for such purpose. The Net Proceeds of such insurance shall be applied as provided in Section 6.2(a) hereof. The Town may not satisfy the requirements of this Section 5.4 for fire and extended coverage insurance with self-insurance except with the prior written consent of the Municipal Bond Insurer.

Section 5.5. Rental Interruption Insurance. The Town shall maintain, or cause to be maintained, throughout the Term of the Lease Agreement rental interruption or use and occupancy insurance to cover loss, total or partial, of the use of any part of the Property during the Term of the Lease Agreement as a result of any of the hazards covered in the insurance

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required by Section 5.4 hereof, if any, in an amount at least equal to two times maximum annual Lease Payments. The Net Proceeds of such insurance shall be paid to the Trustee and deposited in the Lease Payment Fund and shall be credited towards the payment of the Lease Payments in the order in which such Lease Payments come due and payable. Such insurance may be maintained as part of or in conjunction with any other insurance carried by the Town and, with the prior written consent of the Municipal Bond Insurer, may be maintained in whole or in part in the form of insurance maintained through a nonprofit, public benefit corporation created for such purpose but not in the form of self-insurance by the Town.

Section 5.6. Title Insurance.
(a) The Town shall obtain and maintain throughout the Term of this Lease Agreement, from moneys in the Delivery Costs Fund or at its own expense, on the Closing Date, a CLTA title insurance policy in form and substance acceptable to the Municipal Bond Insurer in the amount of not less than the principal amount of the Certificates, insuring the Town’s fee and leasehold estate in the Property, subject only to Permitted Encumbrances. (b) The Net Proceeds of such title insurance shall be applied as provided in Section 6.2(c) hereof.

Section 5.7. Insurance Net Proceeds; Form of Policies. Each policy or other evidence of insurance required by Sections 5.3, 5.4 and 5.5 hereof shall provide that all proceeds thereunder shall be payable to the Trustee and, to the extent required hereunder,, shall name the Trustee and the Municipal Bond Insurer as additional insureds and shall be applied as provided in Section 6.2 hereof. Insurance must be provided by an insurer rated “A” or better by S&P or A.M. Best Company, unless waived by the Municipal Bond Insurer (and notified the Trustee in writing). The Town shall pay or cause to be paid when due the premiums for all insurance policies required by this Lease Agreement. All policies evidencing required insurance shall provide thirty (30) days’ prior written notice to the Corporation, the Town, the Trustee and the Municipal Bond Insurer of any cancellation, reduction in amount or material change in coverage. The Trustee shall not be responsible for the sufficiency of any insurance herein required, including any forms of self-insurance and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss.

The Town shall cause to be delivered annually on or before each July 1 to the Trustee and the Municipal Bond Insurer a certification, signed by a Town Representative, stating compliance with the provisions of Section 5.3, 5.4 and 5.5 of this Lease Agreement. The Trustee shall be entitled to rely on such certification without independent investigation. The Town shall have the adequacy of any insurance reserves maintained by the Town or by a nonprofit public benefit corporation, if applicable, for purposes of the insurance required by Section 5.3, 5.4 and 5.5 hereof reviewed at least annually, on or before each July 1, by an independent insurance consultant and shall maintain reserves in accordance with the recommendations of such consultant to the extent moneys are available for such purpose and not otherwise appropriated.

Section 5.8. Advances. If the Town shall fail to perform any of its obligations under this Article V, the Corporation or the Trustee may, but shall not be obligated to, take such action as may be necessary to cure such failure, including the advancement of money, and the Town shall be obligated to repay all such advances as soon as possible, with interest at a rate equal to the rate then payable with respect to the Certificates from the date of the advance to the date of repayment.

Section 5.9. Installation of Town’s Equipment. The Town 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 any portion of the Property. All such items

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shall remain the sole property of the Town in which neither the Corporation nor the Trustee shall have any interest and may be modified or removed by the Town at any time provided that the Town 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 Town from purchasing or leasing items to be installed pursuant to this Section 5.9 under a lease or conditional sale agreement, or subject to a vendor’s lien or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Property.

Section 5.10. Liens. The Town shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Property, other than the respective rights of the Corporation and the Town as provided herein and Permitted Encumbrances. Except as expressly provided in this Article V, the Town shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim, for which it is responsible, if the same shall arise at any time. The Town shall reimburse the Corporation for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim.

Section 5.11. Private Activity Bond Limitation. The Town shall assure that proceeds of the Certificates are not so used as to cause the Certificates or the Lease Agreement to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code.

Section 5.12. Federal Guarantee Prohibition. The Town shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Certificates or the Lease Agreement to be “federally guaranteed” within the meaning of section 149(b) of the Code.

Section 5.13. Rebate Requirement. The Town shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Certificates and the Lease Agreement.

Section 5.14. No Arbitrage. The Town shall not take or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Certificates which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Certificates or the Lease Agreement to be “arbitrage bonds” within the meaning of section 148 of the Code.

Section 5.15. Maintenance of Tax-Exemption. The Town shall take all actions necessary to assure the exclusion of interest with respect to the Certificates from the gross income of the Owners of the Certificates to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the Closing Date.

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ARTICLE VI
DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF

NET PROCEEDS
Section 6.1. Eminent Domain.
(a) If all of the Property shall be taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the Term of this Lease Agreement shall cease as of the day possession shall be so taken. If less than all of the Property shall be taken permanently, or if all of the Property or any part thereof shall be taken temporarily under the power of eminent domain, (1) this Lease Agreement shall continue in full force and effect and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary, and (2) there shall be a partial abatement of Lease Payments as a result of the application of the Net Proceeds of any eminent domain award to the prepayment of the Lease Payments hereunder, in an amount to be agreed upon by the Town and the Corporation (with the prior approval of the Municipal Bond Insurer), and so certified to by the parties to the Trustee, such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining usable portion of the Property, except to the extent of special funds are available for the payment of Lease Payments. (b) The Town hereby covenants and agrees, to the extent it may lawfully do so, that so long as any of the Certificates remain outstanding and unpaid, the Town will not exercise the power of condemnation with respect to the Property. The Town further covenants and agrees, to the extent it may lawfully do so, that if for any reason the foregoing covenant is determined to be unenforceable or if the Town should fail or refuse to abide by such covenant and condemns the Property, the appraised value of the leased property shall not be less than the greater of (i) if such Certificates are then subject to redemption, the principal and interest components of the Certificates outstanding through the date of their redemption, or (ii) if such Certificates are not then subject to redemption, the amount necessary to defease such Certificates to the first available redemption date in accordance with the Trust Agreement.

Section 6.2. Application of Net Proceeds.
(a) From Insurance Award. The Net Proceeds of any insurance award resulting from any damage to or destruction of any portion of the Property constituting structures, if any, by fire or other casualty shall be paid by the Town to the Trustee, as assignee of the Corporation under the Assignment Agreement, deposited in the Insurance and Condemnation Fund held by the Trustee and applied as set forth in Section 6.01 of the Trust Agreement. (b) From Eminent Domain Award. The Net Proceeds of any eminent domain award resulting from any event described in Section 6.1 hereof shall be paid by the Town to the Trustee, as assignee of the Corporation under the Assignment Agreement, deposited in the Insurance and Condemnation Fund and applied as set forth in Section 7.02 of the Trust Agreement.
(c) From Title Insurance. The Net Proceeds of any title insurance award shall be paid to the Trustee, as assignee of the Corporation under the Assignment Agreement, deposited in the Insurance and Condemnation Fund and applied as set forth in Section 7.03 of the Trust Agreement.

Section 6.3. Abatement of Lease Payments in the Event of Damage or Destruction. Lease Payments shall be abated during any period in which, by reason of damage or destruction,

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there is substantial interference with the use and occupancy by the Town of the Property or any portion thereof (other than any portions of the Property described in Section 5.2 hereof) to the extent to be agreed upon by the Town and the Corporation and communicated by a Town Representative to the Trustee. The parties agree that the amounts of the Lease Payments under such circumstances shall not be less than the amounts of the unpaid Lease Payments as are then set forth in Exhibit C, unless such unpaid amounts are determined to be greater than the fair rental value of the portions of the Property not damaged or destroyed (giving due consideration to the factors identified in the last sentence of Section 4.4(d)), based upon any appropriate method of valuation, in which event the Lease Payments shall be abated such that they represent said fair rental value. Such abatement shall continue for the period commencing with such damage or destruction and ending with the substantial completion of the work of repair or reconstruction as communicated by a Town Representative to the Trustee. In the event of any such damage or destruction, this Lease Agreement shall continue in full force and effect and the Town waives any right to terminate this Lease Agreement by virtue of any such damage and destruction. Notwithstanding the foregoing, there shall be no abatement of Lease Payments under this Section 6.3 to the extent that (a) the proceeds of rental interruption insurance or (b) amounts in the Insurance and Condemnation Fund and/or the Lease Payment Fund are available to pay Lease Payments which would otherwise be abated under this Section 6.3, it being hereby declared that such proceeds and amounts constitute special funds for the payment of the Lease Payments. If an abatement event has occurred but remedied, the Town shall be required to extend the Term of this Lease Agreement, as described in Section 4.2, so that amounts abated are recouped.

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ARTICLE VII
DISCLAIMER OF WARRANTIES; ACCESS; INDEMNIFICATION
Section 7.1. Disclaimer of Warranties. THE CORPORATION MAKES NO WARRANTY

OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN,

CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR

FITNESS FOR THE USE CONTEMPLATED BY THE TOWN OF THE PROPERTY OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROPERTY. IN NO

EVENT SHALL THE CORPORATION OR ITS ASSIGNS BE LIABLE FOR INCIDENTAL,

INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR

ARISING OUT OF THE SITE AND FACILITY LEASE, THIS LEASE AGREEMENT OR THE

TRUST AGREEMENT FOR THE EXISTENCE, FURNISHING, FUNCTIONING OR THE TOWN’S USE OF THE PROPERTY.

Section 7.2. Access to the Property. The Town agrees that the Corporation and any Corporation Representative, and the Corporation’s successors or assigns, and the Municipal Bond Insurer shall have the right at all reasonable times to enter upon and to examine and inspect the Property. The Town further agrees that the Corporation, any Corporation Representative, and the Corporation’s successors or assigns, and the Municipal Bond Insurer shall have such rights of access to the Property as may be reasonably necessary to cause the proper maintenance of the Property in the event of failure by the Town to perform its obligations hereunder.

Section 7.3. Release and Indemnification Covenants. The Town shall and hereby agrees to indemnify and save the Corporation and the Trustee and their officers, agents, directors, employees, successors and assigns harmless from and against all charges, costs, claims, losses and damages, including legal fees and expenses, arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on the Property by the Town, (ii) any breach or default on the part of the Town in the performance of any of its obligations under this Lease Agreement or the Trust Agreement, (iii) any act or omission of the Town or of any of its agents, contractors, servants, employees or licensees with respect to the Property, (iv) any act or omission of any sublessee of the Town with respect to the Property, (v) the authorization of payment of Project Costs, or (vi) the authorization of payment of the Delivery Costs. Such indemnification shall include the costs and expenses of defending any claim or liability arising under this Lease Agreement or the Trust Agreement and the transactions contemplated thereby.

No indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful misconduct, negligence or breach of duty under this Lease Agreement by the Corporation, its officers, agents, directors, employees, successors or assigns.

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ARTICLE VIII

ASSIGNMENT, SUBLEASING AND AMENDMENT
Section 8.1. Assignment by the Corporation. The Corporation’s rights under this Lease Agreement, including the right to receive and enforce payment of the Lease Payments to be made by the Town under this Lease Agreement (but except for its rights to give consents and approvals hereunder), have been assigned to the Trustee pursuant to the Assignment Agreement.

Section 8.2. Assignment and Subleasing by the Town. This Lease Agreement may not be assigned by the Town. The Town may sublease the Property or any portion thereof, but only with the written consent of the Corporation and the Municipal Bond Insurer and subject to, and delivery to the Corporation and the Trustee and the Municipal Bond Insurer of a certificate as to, all of the following conditions:
(d) This Lease Agreement and the obligation of the Town to make Lease Payments hereunder shall remain obligations of the Town;
(b) The Town shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to the Corporation, the Trustee and the Municipal Bond Insurer a true and complete copy of such sublease;
I No such sublease by the Town shall cause the Property to be used for a purpose other than as may be authorized under the provisions of the Constitution and laws of the State; and (d) The Town shall furnish the Corporation, the Trustee and the Municipal Bond Insurer with a written opinion of Bond Counsel, which shall be an Independent Counsel, stating that such sublease does not cause the interest components of the Lease Payments to become subject to federal income taxes or State personal income taxes.

Section 8.3. Amendment of Lease Agreementa) Substitution of Site or Facility. The Town shall have, and is hereby granted, the option at any time and from time to time during the Term of the Lease Agreement to substitute other land (a “Substitute Site”) and/or a substitute facility (a “Substitute Facility”) for the Site (the “Former Site”), or a portion thereof, and/or the Facility (the “Former Facility”), or a portion thereof, provided that the Town shall satisfy all of the following requirements (to the extent applicable) which are hereby declared to be conditions precedent to such substitution).
(i) If a substitution of the Site, the Town shall file with the Corporation, the Trustee and the Municipal Bond Insurer an amended Exhibit A to the Site and Facility Lease which adds thereto a description of such Substitute Site and deletes therefrom the description of the Former Site;
(ii) If a substitution of the Site, the Town shall file with the Corporation, the Trustee and the Municipal Bond Insurer an amended Exhibit A to this Lease Agreement which adds thereto a description of such Substitute Site and deletes therefrom the description of the Former Site;
(iii) If a substitution of the Facility, the Town shall file with the Corporation, the Trustee and the Municipal Bond Insurer an amended Exhibit B to the Site and Facility Lease which adds thereto a description of such Substitute Facility and deletes therefrom the description of the Former Facility;

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(iv) If a substitution of the Facility, the Town shall file with the Corporation, the Trustee and the Municipal Bond Insurer an amended Exhibit B to this Lease Agreement which adds thereto a description of such Substitute Facility and deletes therefrom the description of the Former Facility;
(v) The Town shall certify in writing to the Corporation, the Trustee and the Municipal Bond Insurer that such Substitute Site and/or Substitute Facility serve the purposes of the Town, constitutes property that is unencumbered, subject to Permitted Encumbrances, and constitutes property which the Town is permitted to lease under the laws of the State;
(vi) The Town delivers to the Corporation, the Trustee and the Municipal Bond Insurer a Certificate of a Town Representative based on insurance values or any other reasonable basis of valuation received by the Town (which need not require an appraisal) that the value of the Property following such substitution is equal to or greater than the Outstanding principal amount of the Certificates and confirms in writing to the Trustee that the indemnification provided pursuant to Section 11.03 of the Trust Agreement applies with respect to the Substitute Site and/or Substitute Facility; (vii) The Substitute Site and/or Substitute Facility shall not cause the Town to violate any of its covenants, representations and warranties made herein and in the Trust Agreement, as evidenced by a Certificate of a Town Representative delivered to the Trustee;
(viii) The Town shall obtain an amendment to the title insurance policy required pursuant to Section 5.6 hereof which adds thereto a description of the Substitute Site and deletes therefrom the description of the Former Site;
(ix) The Town shall certify that the Substitute Site and/or the Substitute Facility is of the same or greater essentiality to the Town as was the Former Site and/or the Former Facility;
(x) The Town shall provide notice of the substitution to any rating agency then rating the Certificates which rating was provided at the request of the Town or the Corporation; and
(xi) The Town shall furnish the Corporation, the Trustee and the Municipal Bond Insurer with a written opinion of Bond Counsel, which shall be an Independent Counsel, stating that such substitution does not cause the interest components of the Lease Payments to become subject to federal income taxes or State personal income taxes. (b) Release of Site. The Town shall have, and is hereby granted, the option at any time and from time to time during the Term of the Lease Agreement to release any portion of the Site, provided that the Town shall satisfy all of the following requirements which are hereby declared to be conditions precedent to such release.
(i) The Town shall file with the Corporation and the Trustee an amended Exhibit A to the Site and Facility Lease which describes the Site, as revised by such release; (ii) The Town shall file with the Corporation and the Trustee an amended Exhibit A to this Lease Agreement which describes the Site, as revised by such release;

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(iii) The Town delivers to the Corporation and the Trustee a Certificate of a Town Representative based on insurance values or any other reasonable basis of valuation received by the Town (which need not require an appraisal) that the value of the Property, as revised by such release, is equal to or greater than the Outstanding principal amount of the Certificates and confirms in writing to the Trustee and the Corporation that the indemnification provided pursuant to Section 11.03 of the Trust Agreement applies with respect to the Site, as revised by such release; (iv) Such release shall not cause the Town to violate any of its covenants, representations and warranties made herein and in the Trust Agreement, as evidenced by a Certificate of a Town Representative delivered to the Trustee; (v) The Town shall obtain an amendment to the title insurance policy required pursuant to Section 5.6 hereof which describes the Site, as revised by such release; and (vi) The Town shall provide notice of the release to any rating agency then rating the Certificates which rating was provided at the request of the Town or the Corporation.
(c) Release of Facility. The Town shall have, and is hereby granted, the option at any time and from time to time during the Term of the Lease Agreement to release any portion of the Facility, provided that the Town shall satisfy all of the following requirements which are hereby declared to be conditions precedent to such release.
(i) The Town shall file with the Corporation, the Trustee and the Municipal Bond Insurer an amended Exhibit B to the Site and Facility Lease which describes the Facility, as revised by such release;
(ii) The Town shall file with the Corporation, the Trustee and the Municipal Bond Insurer an amended Exhibit B to this Lease Agreement which describes the Facility, as revised by such release;
(iii) The Town delivers to the Corporation, the Trustee and the Municipal Bond Insurer a Certificate of a Town Representative based on insurance values or any other reasonable basis of valuation received by the Town (which need not require an appraisal) that the value of the Property, as revised by such release, is equal to or greater than the Outstanding principal amount of the Certificates and confirms in writing to the Trustee and the Corporation that the indemnification provided pursuant to Section 11.03 of the Trust Agreement applies with respect to the Facility, as revised by such release; (iv) Such release shall not cause the Town to violate any of its covenants, representations and warranties made herein and in the Trust Agreement, as evidenced by a Certificate of a Town Representative delivered to the Trustee; and (v) The Town shall provide notice of the release to any rating agency then rating the Certificates which rating was provided at the request of the Town or the Corporation.
(d) Generally. The Corporation and the Town may at any time amend or modify any of the provisions of this Lease Agreement, but only (i) with the prior written consent of the Municipal Bond Insurer, (ii) with the prior written consent of the Owners of a majority in aggregate principal amount of the Outstanding Certificates, or (iii) without the consent of any of

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the Owners, but only if such amendment or modification is for any one or more of the following purposes:
(i) to add to the covenants and agreements of the Town contained in this Lease Agreement, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power herein reserved to or conferred upon the Town; (ii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or in any other respect whatsoever as the Corporation and the Town may deem necessary or desirable, provided that, in the opinion of Bond Counsel, such modifications or amendments will not materially adversely affect the interests of the Owners; or (iii) to amend any provision thereof relating to the Code, to any extent whatsoever but only if and to the extent such amendment will not adversely affect the exclusion from gross income of interest with respect to the Certificates under the Code, in the opinion of Bond Counsel.

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ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES
Section 9.1. Events of Default Defined. The following shall be “events of default” under this Lease Agreement and the terms “Events of Default” and “Default” shall mean, whenever they are used in this Lease Agreement, any one or more of the following events:
(a) Failure by the Town to pay any Lease Payment, any Additional Payment or other payment required to be paid hereunder at the time specified herein. (b) Failure by the Town to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Lease Agreement (including failure to request appropriation pursuant to Section 4.4(e) hereof) or under the Trust Agreement, other than as referred to in clause (a) of this Section 9.1, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to the Town by the Corporation, the Trustee, the Municipal Bond Insurer or the Owners of not less than five percent (5%) in aggregate principal amount of Certificates then outstanding; provided, however, if the failure stated in the notice can be corrected, but not within the applicable period, the Corporation, the Trustee (as directed by such Owners of not less than 5% in aggregate principal amount of Certificates then Outstanding) and such Owners shall not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the Town within the applicable period and diligently pursued until the default is corrected; provided further, however, that no grace period for a covenant default shall exceed 30 days, nor be extended for more than 60 days, without the prior written consent of the Municipal Bond Insurer.
(c) The filing by the Town of a voluntary petition in bankruptcy, or failure by the Town promptly to lift any execution, garnishment or attachment, or adjudication of the Town as a bankrupt, or assignment by the Town for the benefit of creditors, or the entry by the Town into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Town in any proceedings instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar acts which may hereafter be enacted.

Section 9.2. Remedies on Default. The Trustee, acting at the direction of the Municipal Bond Insurer, shall have the right to re-enter and re-let the Property and to terminate this Lease Agreement. The Municipal Bond Insurer shall have the right to control all remedies for default under both this Lease Agreement and the Trust Agreement.

Whenever any Event of Default referred to in Section 9.1 hereof shall have happened and be continuing, it shall be lawful for the Corporation to exercise any and all remedies available pursuant to law or granted pursuant to this Lease Agreement; provided, however, that notwithstanding anything herein or in the Trust Agreement to the contrary, there shall be no right under any circumstances to accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and payable. Each and every covenant hereof to be kept and performed by the Town is expressly made a condition and upon the breach thereof, the Corporation may exercise any and all rights of entry and re-entry upon the Property, and also, at its option, with or without such entry, may terminate this Lease Agreement; provided, that no such termination shall be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. In the event of such default and notwithstanding any re-entry by the Corporation, the Town shall, as herein expressly provided, continue to remain liable for the payment of the Lease Payments and/or

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damages for breach of this Lease Agreement and the performance of all conditions herein contained and, in any event, such rent and/or damages shall be payable to the Corporation at the time and in the manner as herein provided, to wit:
(a) In the event the Corporation or the Trustee does not elect to terminate this Lease Agreement in the manner hereinafter provided for in subparagraph (b) hereof, as directed by the Municipal Bond Insurer, the Town agrees to and shall remain liable for the payment of all Lease Payments and Additional Payments and the performance of all conditions herein contained and shall reimburse the Corporation for any deficiency arising out of the re-leasing of the Property, or, in the event the Corporation is unable to re-lease the Property, then for the full amount of all Lease Payments and Additional Payments to the end of the Term of the Lease Agreement, but said Lease Payments and Additional Payments and/or deficiency shall be payable only at the same time and in the same manner as hereinabove provided for the payment of Lease Payments and Additional Payments hereunder, notwithstanding such entry or re-entry by the Corporation or any suit in unlawful detainer, or otherwise, brought by the Corporation for the purpose of effecting such re-entry or obtaining possession of the Property or the exercise of any other remedy by the Corporation. The Town hereby irrevocably appoints the Corporation as the agent and attorney-in-fact of the Town to enter upon and re-lease the Property in the event of default by the Town in the performance of any covenants herein contained to be performed by the Town and to remove all personal property whatsoever situated upon the Property, to place such property in storage or other suitable place within Mono County, for the account of and at the expense of the Town, and the Town hereby exempts and agrees to save harmless the Corporation from any costs, loss or damage whatsoever arising or occasioned by any such entry upon and re-leasing of the Property and the removal and storage of such property by the Corporation or its duly authorized agents in accordance with the provisions herein contained. The Town hereby waives any and all claims for damages caused or which may be caused by the Corporation 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 Town that may be in or upon the Property. The Town agrees that the terms of this Lease Agreement constitute full and sufficient notice of the right of the Corporation to re-lease 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 Corporation in effecting such re-leasing shall constitute a surrender or termination of this Lease Agreement irrespective of the term for which such releasing is made or the terms and conditions of such re-leasing, or otherwise, but that, on the contrary, in the event of such default by the Town the right to terminate this Lease Agreement shall vest in the Corporation to be effected in the sole and exclusive manner hereinafter provided for in paragraph (b) hereof.
(b) In an Event of Default hereunder, the Corporation at the direction of the Municipal Bond Insurer may terminate this Lease Agreement and re-lease all or any portion of the Property. In the event of the termination of this Lease Agreement by the Corporation at its option and in the manner hereinafter provided on account of default by the Town (and notwithstanding any re-entry upon the Property by the Corporation in any manner whatsoever or the re-leasing of the Property), the Town nevertheless agrees to pay to the Corporation all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as is herein provided in the case of payment of Lease Payments. Any surplus received by the Corporation from such re-leasing shall be credited towards the Lease Payments next coming due and payable. Neither notice to pay rent or to deliver up possession of the premises given pursuant to law nor any proceeding in unlawful detainer taken by the Corporation shall of itself operate to terminate this Lease Agreement, and no termination of this Lease Agreement on account of default by the Town shall be or become effective by operation of law, or otherwise, unless and until the Corporation shall have given written notice to the Town of the

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election on the part of the Corporation to terminate this Lease Agreement. The Town covenants and agrees that no surrender of the Property and/or of the remainder of the Term of the Lease Agreement or any termination of this Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Corporation by such written notice.

Section 9.3. No Remedy Exclusive. No remedy herein is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease Agreement now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Corporation to exercise any remedy reserved to it in this Article IX it shall not be necessary to give any notice, other than such notice as may be required in this Article IX or by law.

Section 9.4. Agreement to Pay Attorneys’ Fees and Expenses. In the event either party to this Lease Agreement should default under any of the provisions hereof and the non-defaulting party should employ attorneys or incur other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand, pay to the non-defaulting party the reasonable fees and expenses of such attorneys and such other expenses so incurred by the non-defaulting party; provided, however, that the Trustee shall not be required to expend its own funds for any payment described in this Section 9.4.

Section 9.5. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Lease Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.

Section 9.6. Application of Proceeds. All net proceeds received from the re-lease or other disposition of the Property under this Article IX, and all other amounts derived by the Corporation or the Trustee as a result of an Event of Default hereunder, shall be applied in accordance with Section 13.03 of the Trust Agreement.

Section 9.7. Trustee and Certificate Owners to Exercise Rights. Such rights and remedies as are given to the Corporation under this Article IX have been assigned by the Corporation to the Trustee under the Assignment Agreement, to which assignment the Town hereby consents.

Such rights and remedies shall be exercised by the Trustee, the Municipal Bond Insurer and the Owners of the Certificates as provided in the Trust Agreement and herein.

Section 9.8. No Right to Terminate for Corporation Default. The Town shall not have the right to terminate this Lease Agreement as a remedy for a default by the Corporation in the performance of its obligations hereunder.

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ARTICLE X

PREPAYMENT OF LEASE PAYMENTS
Section 10.1. Security Deposit. Notwithstanding any other provision of this Lease Agreement, the Town may, on any date, secure the payment of all or a portion of the Lease Payments remaining due by an irrevocable deposit with the Trustee or an escrow holder under an escrow deposit and trust agreement as referenced in Sections 15.01(b) and (c) of the Trust Agreement, of: (a) in the case of a security deposit relating to all Lease Payments, either (i) cash in an amount which, together with amounts on deposit in the Lease Payment Fund and the Insurance and Condemnation Fund and the Reserve Fund, is sufficient to pay all unpaid Lease Payments, including the principal and interest components thereof, in accordance with the Lease Payment schedule set forth in Exhibit C, or (ii) Defeasance Obligations in such amount as will, in the written opinion of an independent certified public accountant or other firm of recognized experts in such matters (addressed to the Municipal Bond Insurer), together with interest to accrue thereon and, if required, all or a portion of moneys or Defeasance Obligations or cash then on deposit and interest earnings thereon in the Lease Payment Fund and the Insurance and Condemnation Fund and the Reserve Fund, be fully sufficient to pay all unpaid Lease Payments on their respective Lease Payment Dates; or (b) in the case of a security deposit relating to a portion of the Lease Payments, a certificate executed by a Town Representative designating the portion of the Lease Payments to which the deposit pertains, and either (i) cash in an amount which is sufficient to pay the portion of the Lease Payments designated in such Town Representative’s certificate, including the principal and interest components thereof, or (ii) Defeasance Obligations in such amount as will, together with interest to be received thereon, if any, in the written opinion of an independent certified public accountant or other firm of recognized experts in such matters (addressed to the Municipal Bond Insurer), be fully sufficient to pay the portion of the Lease Payments designated in the aforesaid Town Representative’s certificate.

In the event of a deposit pursuant to this Section 10.1 as to all Lease Payments and the payment of all fees, expenses and indemnifications owed to the Trustee and payment of all amounts owed to the Municipal Bond Insurer, all obligations of the Town under this Lease Agreement shall cease and terminate, excepting only the obligation of the Town to make, or cause to be made, all payments from the deposit made by the Town pursuant to this Section

10.1 and the obligations of the Town pursuant to Section 5.12 hereof and title to the Property shall vest in the Town on the date of said deposit automatically and without further action by the Town or the Corporation. Said deposit and interest earnings thereon shall be deemed to be and shall constitute a special fund for the payments provided for by this Section 10.1 and said obligation shall thereafter be deemed to be and shall constitute the installment purchase obligation of the Town for the Property. Upon said deposit, the Corporation will execute or cause to be executed any and all documents as may be necessary to confirm title to the Property in accordance with the provisions hereof. In addition, the Corporation hereby appoints the Town as its agent to prepare, execute and file or record, in appropriate offices, such documents as may be necessary to place record title to the Property in the Town.

Section 10.2. Prepayment Option. The Corporation hereby grants an option to the Town to prepay the principal component of the Lease Payments in full, by paying the aggregate unpaid principal components of the Lease Payments as set forth in Exhibit C hereto, or in part, in a prepayment amount equal to the principal amount of Lease Payments to be prepaid, together with accrued interest to the date fixed for prepayment, without premium.

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Said option may be exercised on any date, on and after April 15,2032. In the event of prepayment in part, the partial prepayment shall be applied against Lease Payments in such order of payment date as shall be selected by the Town.

Lease Payments due after any such partial prepayment shall be in the amounts set forth in a revised Lease Payment schedule which shall be provided by, or caused to be provided by, the Town to the Trustee and which shall represent an adjustment to the schedule set forth in Exhibit C attached hereto considering said partial prepayment.

Notwithstanding the foregoing, the Town shall not be permitted to prepay any Lease Payments if any amounts are owed to the Municipal Bond Insurer with respect to the Municipal Bond Insurance Policy or the Reserve Policy.

Section 10.3. Mandatory Prepayment from Net Proceeds of Insurance, Title Insurance or Eminent Domain. The Town shall be obligated to prepay the Lease Payments, in whole on any date or in part on any Lease Payment Date, from and to the extent of any Net Proceeds of an insurance, title insurance or condemnation award with respect to the Property theretofore deposited in the Lease Payment Fund for such purpose pursuant to Article VI hereof and Article VI of the Trust Agreement. The Town and the Corporation hereby agree that such Net Proceeds shall be applied first to the payment of any delinquent Lease Payments, and thereafter shall be credited towards the Town’s obligations under this Section 10.3. Lease Payments due after any such partial prepayment shall be in the amounts set forth in a revised Lease Payment schedule which shall be provided by, or caused to be provided by, the Town to the Trustee and which shall represent an adjustment to the schedule set forth in Exhibit C attached hereto considering said partial prepayment.

Section 10.4. Credit for Amounts on Deposit. In the event of prepayment of the principal components of the Lease Payments in full under this Article X, such that the Trust Agreement shall be discharged by its terms as a result of such prepayment, remaining amounts on deposit in the Lease Payment Fund or the Reserve Fund shall be credited towards the amounts then required to be so prepaid.

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ARTICLE XI

MISCELLANEOUS
Section 11.1. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed to have been received 48 hours after deposit in the United States mail in first-class form with postage fully prepaid:

If to the Corporation: Mammoth Lakes Municipal Service Corporation c/o Town of Mammoth Lakes
437 Old Mammoth Road, Suite 230
Mammoth Lakes, CA 93546
Attention: Town Manager
Phone: : (760) 965-3601
To the Town: Town of Mammoth Lakes
437 Old Mammoth Road, Suite 230
Mammoth Lakes, CA 93546
Attention: Town Manager
Phone: (760) 965-3601
To the Trustee: U.S. Bank Trust Company, National Association 555 SW Oak Street
Portland, OR 97204
Attention: Global Corporate Trust
Phone: (503) 464-4199
To the Municipal Bond Insurer: ____________________
____________________
____________________
Attention: ____________________
Re: Municipal Bond Insurance Policy No. ____
Re: Reserve Policy No. ____
The Corporation, the Town and the Trustee and the Municipal Bond Insurer, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent.

Section 11.2. Information to be Given to the Municipal Bond Insurer. (a) The Town shall provide the Municipal Bond Insurer with the following information:
(i) the fiscal year budget of the Town within thirty (30) days after adoption of such budget;
(ii) not later than one hundred fifty (150) days after the end of the fiscal year, audited financial statements of the Town prepared by an independent certified public accountant, together with a certificate of the Town stating that no event of default has occurred or is continuing under this Lease Agreement or the Trust Agreement; (iii) prior to the incurrence of additional general fund-secured obligations, any disclosure document or financing agreement pertaining to such additional obligations, which disclosure document or financing agreement shall include, without limitation, the applicable maturity schedule, interest rate or rates, redemption and security provisions pertaining to any such additional obligations;

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(iv) within thirty (30) days following any litigation or investigation that may have a material adverse affect on the financial position of the Town of such litigation; (v) immediate notice of any draw on the Reserve Fund other than (i) withdrawals of amounts in excess of the Reserve Requirement and (ii) withdrawals in connection with a refunding of the Certificates;
(vi) notice of any Event of Default known to the within five Business Days after knowledge thereof;
(vii) any event of abatement under this Lease Agreement; (viii) prior notice of the advance refunding or redemption of any of the Certificates, including the principal amount, maturities and CUSIP numbers thereof; (ix) notice of the resignation or removal of the Trustee and the appointment of, and acceptance of duties by, any successor thereto;
(x) notice of the commencement of any proceeding by or against the Town or the Corporation commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding");
(xi) 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 with respect to the Certificates;
(xii) a full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to the Trust Agreement, the Site and Facility Lease and/or this Lease Agreement; and
(xiii) all reports, notices and correspondence to be delivered to Owners under the terms of the Trust Agreement and/or this Lease Agreement. (b) The Town will permit the Municipal Bond Insurer to discuss the affairs, finances and accounts of the Town or any information the Municipal Bond Insurer may reasonably request regarding the security for the Lease Payments with appropriate officers of the Town. The Town will permit the Municipal Bond Insurer to have access to the Property and have access to and to make copies of all books and records relating to the Certificates at any reasonable time upon reasonable notice on any Business Day.
the Municipal Bond Insurer shall have the right to direct an accounting at the Town’s expense, and the Town’s failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from the Municipal Bond Insurer shall be deemed an Event of Default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any Owner.

Section 11.3. The Municipal Bond Insurer as Third Party Beneficiary. To the extent that this Lease Agreement confers upon or gives or grants to the Municipal Bond Insurer any right, remedy or claim under or by reason of this Lease Agreement, the Municipal Bond Insurer is

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explicitly recognized as being a third party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder.

Section 11.4. Binding Effect. This Lease Agreement shall inure to the benefit of and shall be binding upon the Corporation and the Town and their respective successors and assigns.

Section 11.5. Severability. In the event any provision of this Lease Agreement 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 11.6. Net-net-net Lease. This Lease Agreement shall be deemed and construed to be a “net-net-net lease” and the Town hereby agrees that the Lease Payments shall be an absolute net return to the Corporation, free and clear of any expenses, charges or set-offs whatsoever.

Section 11.7. Third Party Beneficiary. The Trustee is hereby made a third party beneficiary hereunder with all rights of a third party beneficiary.

Section 11.8. Further Assurances and Corrective Instruments. The Corporation and the Town 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 reasonably be required for correcting any inadequate or incorrect description of the Property hereby leased or intended so to be or for carrying out the expressed intentions of this Lease Agreement.

Section 11.9. Execution in Counterparts. This Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The exchange of copies of this Lease Agreement and of signature pages by facsimile or pdf transmission shall constitute effective execution and delivery of this Lease Agreement to the parties hereto and may be used in lieu of the original Lease Agreement and signature pages for all purposes.

Section 11.10. Applicable Law. This Lease Agreement shall be governed by and construed in accordance with the laws of the State.

Section 11.11. Corporation and Town Representatives. Whenever under the provisions of this Lease Agreement the approval of the Corporation or the Town is required, or the Corporation or the Town is required to take some action at the request of the other, such approval or such request shall be given for the Corporation by a Corporation Representative and for the Town by a Town Representative, and each party hereto shall be authorized to rely upon any such approval or request.

Section 11.12. Captions. The captions or headings in this Lease Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Section of this Lease Agreement.
[Remainder of this page is intentionally left blank]

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S-1
[Signature page to Lease Agreement]
IN WITNESS WHEREOF, the Corporation has caused this Lease Agreement to be executed in its name by its duly authorized officers; and the Town has caused this Lease Agreement to be executed in its name by its duly authorized officers, as of the date first above written.

MAMMOTH LAKES MUNICIPAL

SERVICE CORPORATION
By
_________
Executive Director

TOWN OF MAMMOTH LAKES
By
_________
Town Manager

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Exhibit A

Page 1 ends

EXHIBIT A

DESCRIPTION OF THE SITE
The land referred to herein is situated in the State of California, County of Mono and described as follows:

Community Recreation Center Site
(686 Old Mammoth Road, Mammoth Lakes)
APN:

Police Station Site
(58 Thompson Way, Mammoth Lakes)

THAT PORTION OF THAT PROPERTY IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO,

BEGINNING AT THE SOUTHWEST CORNER OF SAID PROPERTY, SAID CORNER MARKED BY A BLM BRASS CAP AT A 1/1024 CORNER OF SECTION 35, TOWNSHIP 3 SOUTH, RANGE 27 EAST,

EXCEPTING THEREFROM: [Mono County Civic Center site]

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Exhibit A

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OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHEASTERLY ALONG SAID REVERSE CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29', AN ARC LENGTH OF 72.41 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, TANGENT TO SAID REVERSE CURVE, SOUTH 88°40'09" EAST 126.96 FEET TO THE BEGINNING POINT OF A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 15.00 FEET;

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Exhibit A

Page 3 ends

THENCE SOUTH 89°04'51" EAST, 52.17 FEET;
THENCE SOUTH 00°55'09" WEST, 20.13 FEET;
THENCE SOUTH 89°04'51" EAST, 164.00 FEET TO THE TRUE POINT OF BEGINNING.

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET;

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

THENCE NORTHERLY ALONG SAID DEED LINE, PARALLEL TO SAID WEST LINE, NORTH 00°16'48" EAST, 116.72 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET;

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Exhibit A

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EAST, 198.05 FEET TO THE BEGINNING POINT OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 180.00 FEET;

THENCE CONTINUING ALONG SAID DEED LINE, NORTHEASTERLY ALONG SAID REVERSE CURVE, THROUGH A CENTRAL ANGLE OF 34°34'29', AN ARC LENGTH OF 72.41 FEET;

73.59 FEET TO THE TRUE POINT OF BEGINNING.

OF SAID LANDS, ALSO BEING A POINT ON THE DEED LINE OF A PORTION OF LAND

DESCRIBED IN THE GRANT DEED FROM THE TOWN OF MAMMOTH LAKES TO THE SOUTHERN MONO HEALTHCARE DISTRICT RECORDED AS DOCUMENT #2013003600;

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Exhibit A

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Corporation Yard Site
(299 Commerce Drive, Mammoth Lakes)
PARCEL ONE:

LOT 1 OF TRACT NO. 36-161A, IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 10 PAGE 6-6A OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 037-200-038
PARCEL TWO:

EXCEPTING THEREFROM, ALL THAT PORTION AS CONVEYED IN THAT CERTAIN GRANT DEED TO MAMMOTH UNIFIED SCHOOL DISTRICT RECORDED NOVEMBER 9, 2000, INSTRUMENT NO. 2000006680 OFFICIAL RECORDS.

APN: 037-200-06

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Exhibit A

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Transit Center Site
(210 Commerce Drive, Mammoth Lakes)
PARCEL A:

PARCEL B:

APN:

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Exhibit B

EXHIBIT B

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Exhibit C

EXHIBIT C

SCHEDULE OF LEASE PAYMENTS
Lease Total Annual
Payment Principal Interest Lease Lease
Date Component Component Payment Payments
11/15/24
5/15/25
11/15/25
5/15/26
11/15/26
5/15/27
11/15/27
5/15/28
11/15/28
5/15/29
11/15/29
5/15/30
11/15/30
5/15/31
11/15/31
5/15/32
11/15/32
5/15/33
11/15/33
5/15/34
11/15/34
5/15/35
11/15/35
5/15/36
11/15/36
5/15/37
11/15/37
5/15/38
11/15/38
5/15/39
11/15/39
5/15/40
11/15/40
5/15/41
11/15/41
5/15/42
11/15/42
5/15/43
11/15/43
5/15/44
11/15/44
5/15/45
11/15/45
5/15/46
11/15/46
5/15/47
11/15/47
5/15/48
11/15/48
5/15/49
Total

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Quint & Thimmig LLP 01/17/24
13021.16

TRUST AGREEMENT
Dated as of July 1, 2024
by and among
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, the

MAMMOTH LAKES MUNICIPAL SERVICE CORPORATION
and the

TOWN OF MAMMOTH LAKES
(2024 Capital Improvement Financing Project)

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-iTABLE OF CONTENTS
Page

ARTICLE I

DEFINITIONS
Section 1.01. Definitions ..................................................................................................................................................................2 Section 1.02. Authorization .............................................................................................................................................................2 Section 1.03. Interpretation .............................................................................................................................................................2 Section 1.04. Exhibits .......................................................................................................................................................................2

ARTICLE II

THE CERTIFICATES OF PARTICIPATION
Section 2.01. Authorization .............................................................................................................................................................3 Section 2.02. Date; Payment of Interest .........................................................................................................................................3 Section 2.03. Maturity; Interest Rates; Percentages .....................................................................................................................3 Section 2.04. Interest ........................................................................................................................................................................3 Section 2.05. Forms ...........................................................................................................................................................................4 Section 2.06. Execution ....................................................................................................................................................................4 Section 2.07. Application of Proceeds ...........................................................................................................................................4 Section 2.08. Transfer and Exchange .............................................................................................................................................4 Section 2.09. Certificates Mutilated, Lost, Destroyed or Stolen .................................................................................................5 Section 2.10. Payment ......................................................................................................................................................................5 Section 2.11. Execution of Documents and Proof of Ownership ...............................................................................................6 Section 2.12. Registration Books ....................................................................................................................................................6 Section 2.13. CUSIP Numbers ........................................................................................................................................................6 Section 2.14. Use of Depository ......................................................................................................................................................6

ARTICLE III

ESTABLISHMENT AND DISBURSEMENT OF DELIVERY COSTS FUND AND THE PROJECT FUND Section 3.01. Delivery Costs Fund .................................................................................................................................................9 Section 3.02. Payment of Delivery Costs ......................................................................................................................................9 Section 3.03. Project Fund ...............................................................................................................................................................9 Section 3.04. Payment of Project Costs ..........................................................................................................................................9

ARTICLE IV

REDEMPTION OF CERTIFICATES
Section 4.01. Redemption ..............................................................................................................................................................11 Section 4.02. Selection of Certificates for Redemption .............................................................................................................12 Section 4.03. Notice of Redemption .............................................................................................................................................12 Section 4.04. Partial Redemption of Certificate .........................................................................................................................13 Section 4.05. Purchase of Certificates ..........................................................................................................................................13

ARTICLE V
LEASE PAYMENTS; LEASE PAYMENT FUND
Section 5.01. Assignment of Rights in Lease Agreement .........................................................................................................15 Section 5.02. Establishment of Lease Payment Fund ................................................................................................................15 Section 5.03. Deposits ....................................................................................................................................................................15 Section 5.04. Application of Moneys ...........................................................................................................................................15 Section 5.05. Surplus ......................................................................................................................................................................15

ARTICLE VI

RESERVE FUND
Section 6.01. Establishment of Reserve Fund .............................................................................................................................16 Section 6.02. Deposits ....................................................................................................................................................................16 Section 6.03. Transfers of Excess ..................................................................................................................................................16 Section 6.04. Application in Event of Deficiency in the Lease Payment Fund ......................................................................16 Section 6.05. Transfer to Make All Lease Payments ..................................................................................................................17

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-iiARTICLE VII
INSURANCE AND CONDEMNATION FUND; INSURANCE; EMINENT DOMAIN; TITLE INSURANCE Section 7.01. Establishment of Insurance and Condemnation Fund; Application of Net Proceeds of Insurance Award ..............................................................................................................................................................19 Section 7.02. Application of Net Proceeds of Eminent Domain Award ................................................................................20 Section 7.03. Application of Net Proceeds of Title Insurance Award ....................................................................................20 Section 7.04. Cooperation ..............................................................................................................................................................20

ARTICLE VIII
MONEYS IN FUNDS; INVESTMENT
Section 8.01. Held in Trust ............................................................................................................................................................22 Section 8.02. Investments Authorized .........................................................................................................................................22 Section 8.03. Accounting ...............................................................................................................................................................22 Section 8.04. Allocation of Earnings ............................................................................................................................................23 Section 8.05. Acquisition, Disposition and Valuation of Investments ...................................................................................23

ARTICLE IX

THE TRUSTEE
Section 9.01. Appointment of Trustee .........................................................................................................................................24 Section 9.02. Acceptance of Trusts ...............................................................................................................................................24 Section 9.03. Fees, Charges and Expenses of Trustee ...............................................................................................................28 Section 9.04. Notice to Certificate Owners of Default ...............................................................................................................29 Section 9.05. Intervention by Trustee ..........................................................................................................................................29 Section 9.06. Removal of Trustee .................................................................................................................................................29 Section 9.07. Resignation by Trustee ...........................................................................................................................................29 Section 9.08. Appointment of Successor Trustee .......................................................................................................................29 Section 9.09. Merger or Consolidation ........................................................................................................................................29 Section 9.10. Concerning any Successor Trustee .......................................................................................................................30

ARTICLE X

MODIFICATION OR AMENDMENT OF AGREEMENTS
Section 10.01. Amendments Permitted .......................................................................................................................................31 Section 10.02. Procedure for Amendment with Written Consent of Certificate Owners ....................................................32 Section 10.03. Disqualified Certificates .......................................................................................................................................32 Section 10.04. Effect of Supplemental Agreement .....................................................................................................................33 Section 10.05. Endorsement or Replacement of Certificates Delivered After Amendments ..............................................33 Section 10.06. Amendatory Endorsement of Certificates .........................................................................................................33

ARTICLE XI

COVENANTS
Section 11.01. Compliance with and Enforcement of Lease Agreement ................................................................................34 Section 11.02. Observance of Laws and Regulations ................................................................................................................34 Section 11.03. Prosecution and Defense of Suits ........................................................................................................................34 Section 11.04. Recordation and Filing .........................................................................................................................................34 Section 11.05. Budgets ...................................................................................................................................................................34 Section 11.06. Further Assurances ...............................................................................................................................................35 Section 11.07. Satisfaction of Conditions Precedent ..................................................................................................................35 Section 11.08. Continuing Disclosure ..........................................................................................................................................35

ARTICLE XII

LIMITATION OF LIABILITY
Section 12.01. Limited Liability of Town ....................................................................................................................................36 Section 12.02. No Liability of Town or Corporation for Trustee Performance .....................................................................36 Section 12.03. Indemnification of Trustee ...................................................................................................................................36 Section 12.04. Limitation of Rights to Parties and Certificate Owners ...................................................................................37

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-iiiARTICLE XIII

EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE OWNERS
Section 13.01. Assignment of Rights ............................................................................................................................................38 Section 13.02. Remedies ................................................................................................................................................................38 Section 13.03. Application of Funds ............................................................................................................................................38 Section 13.04. Institution of Legal Proceedings .........................................................................................................................39 Section 13.05. Non-waiver ............................................................................................................................................................39 Section 13.06. Remedies Not Exclusive. ......................................................................................................................................39 Section 13.07. Power of Trustee to Control Proceedings ..........................................................................................................39 Section 13.08. Limitation on Certificate Owners’ Right to Sue ................................................................................................40 Section 13.09. Parties Interested Herein ......................................................................................................................................40

ARTICLE XIV

PROVISIONS RELATING TO THE MUNICIPAL BOND INSURER AND THE MUNICIPAL BOND

INSURANCE POLICY
Section 14.01. Notices and Other Information ...........................................................................................................................41 Section 14.02. Defeasance ..............................................................................................................................................................41 Section 14.03. Trustee-Related Provisions ..................................................................................................................................41 Section 14.04. Amendments and Supplements ..........................................................................................................................42 Section 14.05. The Municipal Bond Insurer as Third Party Beneficiary .................................................................................42 Section 14.06. Control Rights of the Municipal Bond Insurer .................................................................................................42 Section 14.07. Consent Rights of the Municipal Bond Insurer ................................................................................................43 Section 14.08. Payment Procedures Under the Municipal Bond Insurance Policy ..............................................................43

ARTICLE XV

MISCELLANEOUS
Section 15.01. Defeasance ..............................................................................................................................................................46 Section 15.02. Records ...................................................................................................................................................................47 Section 15.03. Notices ....................................................................................................................................................................47 Section 15.04. Governing Law ......................................................................................................................................................47 Section 15.05. Binding Effect; Successors ....................................................................................................................................47 Section 15.06. Execution in Counterparts ...................................................................................................................................48 Section 15.07. Destruction of Canceled Certificates ..................................................................................................................48 Section 15.08. Headings .................................................................................................................................................................48 Section 15.09. Waiver of Notice ....................................................................................................................................................48 Section 15.10. Payments Due on Other than Business Day .....................................................................................................48 Section 15.11. Payment of Unclaimed Moneys ..........................................................................................................................48 Section 15.12. U.S.A. Patriot Act ..................................................................................................................................................49 Section 15.13. Waiver of Jury Trial ..............................................................................................................................................49 Section 15.12. Separability of Invalid Provisions .......................................................................................................................49 EXHIBIT A: DEFINITIONS
EXHIBIT B: FORM OF THE CERTIFICATES
EXHIBIT C: DESCRIPTION OF THE PROJECT

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TRUST AGREEMENT
THIS TRUST AGREEMENT, dated as of July 1, 2024, by and among U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), the MAMMOTH LAKES MUNICIPAL SERVICE CORPORATION, a nonprofit public benefit corporation organized and existing under the laws of the State of California (the “Corporation”), and the TOWN OF MAMMOTH LAKES, a municipal corporation and general law city, organized and existing under the laws of the State of California (the “Town”); WITNESSETH:

WHEREAS, the Town and the Corporation have entered into a lease agreement, dated as of the date hereof (the “Lease Agreement”), whereby the Corporation has agreed to lease certain real property and improvements (collectively, the “Property”) to the Town and the Town has agreed to lease the Property from the Corporation; WHEREAS, for the purpose of obtaining the moneys required to be deposited by it with the Trustee all for the purpose of enabling the Town to finance the cost of constructing and equipping a new Town Hall facility and the cost of acquiring certain land and improvements (collectively, the “Project”), the Corporation proposes to assign and transfer certain of its rights under the Lease Agreement to the Trustee, and the Trustee has agreed to execute and deliver certificates of participation, each evidencing a direct, fractional interest in lease payments made by the Town under the Lease Agreement (the “Certificates”), to provide the moneys required herein to be deposited by the Corporation; and
WHEREAS, the proceeds of the Certificates, together with other available moneys, will be applied by the Town to (a) finance the Project, and (b) pay costs incurred in connection with the execution, delivery and sale of the Certificates;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree as follows:

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ARTICLE I

DEFINITIONS
Section 1.01. Definitions. The terms defined in Exhibit A attached hereto and by this reference incorporated herein, as used and capitalized herein, shall, for all purposes of this Trust Agreement, have the meanings ascribed to them in said Exhibit A unless the context clearly requires some other meaning.

Section 1.02. Authorization. Each of the parties hereby represents and warrants that it has full legal authority and is duly empowered to enter into this Trust Agreement and has taken all actions necessary to authorize the execution of this Trust Agreement by the officers and persons signing it.

Section 1.03. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Trust Agreement; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section or subdivision hereof.

Section 1.04. Exhibits. The following exhibits are attached to, and by reference made a part of, this Trust Agreement:

EXHIBIT A: DEFINITIONS
EXHIBIT B: FORM OF THE CERTIFICATES
EXHIBIT C: DESCRIPTION OF THE PROJECT

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ARTICLE II

THE CERTIFICATES OF PARTICIPATION
Section 2.01. Authorization. The Trustee is hereby authorized and directed upon written request from the Corporation to execute and deliver, to the Original Purchaser identified in such written request, Certificates in an aggregate principal amount of ______________ dollars ($_____) evidencing direct, undivided fractional interests of the Owners thereof in the Lease Payments. In no event shall such Certificates be deemed an obligation, liability or debt of the Trustee.

Section 2.02. Date; Payment of Interest. Each Certificate shall be dated as of the Closing Date. Interest with respect thereto shall be payable from the Interest Payment Date next preceding the date of execution thereof, unless: (i) it is executed as of an Interest Payment Date, in which event interest with respect thereto shall be payable from such Interest Payment Date; or (ii) it is executed after a Regular Record Date and before the following Interest Payment Date, in which event interest with respect thereto shall be payable from such Interest Payment Date; or (iii) it is executed on or before May 15, 2023, in which event interest with respect thereto shall be payable from the Closing Date; provided, however, that if, as of the date of execution of any Certificate, interest is in default with respect to any Outstanding Certificates, interest represented by such Certificate shall be payable from the Interest Payment Date to which interest has previously been paid or made available for payment with respect to the Outstanding Certificates. Payment of defaulted interest shall be paid by wire or check mailed to the Owners as of a special record date to be fixed by the Trustee, notice of which shall be given to the Owners not less than ten (10) days prior to such special record date.

Section 2.03. Maturity; Interest Rates; Percentages.
(a) Maturity; Interest Rates. The Certificates shall mature on May 1 in each of the respective years, and in the respective amounts, except that no Certificate may have principal maturing in more than one year, and interest represented thereby shall be computed at the respective rates, as follows:

Maturity Date Principal Interest Maturity Date Principal Interest (June 1) Amount Rate (June 1) Amount Rate
(b) Payments with Respect to Certificates Equal to Total Lease Payments. The total principal and interest due with respect to all Certificates shall not exceed the total Lease Payments due under the Lease Agreement.

Section 2.04. Interest. Interest represented by the Certificates shall be payable on each Interest Payment Date to and including the date of maturity or redemption, whichever is earlier, as provided in Section 2.10 hereof. Said interest shall represent the portion of Lease Payments designated as interest and coming due during the six-month period preceding each

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Mammoth Lakes City CouncilFebruary 21, 2024

Mammoth Lakes City Council
February 21, 2024