Marina City Council
May 17, 2022

1 FM3 COMPANY PROFILE
Fairbank, Maslin, Maullin, Metz & Associates (FM3 Research or FM3) is a California -based company with 22 full- time employees located in our Los Angeles and Oakland offices. We have been conducting public policy-oriented opinion research since 1981 on issues of major economic and social concern, such as budgetary issues and taxation; constituent satisfaction with public services and support for policy proposals; public safety; education; transportation; health care; growth and property development; environmental protection; natural resource conservation and development; communications technology; energy development; and organizational branding.

In any given year, FM3 conducts hundreds of surveys and focus groups (as well as other types of opinion research), which we use to provide strategic insights and advice to our clients. All key FM3 staff members have advanced degrees in public policy, research methods, and/or extensive experience working in state and local government, and every FM3 project is personally led by one of our firm’s Partners, each of whom is a nationally respected authority on public opinion research in their own right.

Additionally, while our firm is not so big that you will wonder whom to call with your questions, we are big enough to have our own in-house data analysis/processing team and graphic design resources. This means we can provide our clients with a level of persona l attention and service from firm Partners and other senior staff more often associated with much smaller organizations, while also providing rapid project turnaround and more sophisticated data analysis and presentations tailored to client needs, as one might expect from larger firms.

Furthermore, FM3 utilizes a variety of research tools designed to address each client’s unique circumstances.

Some of these tools are quantitative, such as surveys; some are qualitative, such as focus groups; and others fa ll somewhere in between. Additionally, we continue to utilize and experiment with newly evolving online and digital research approaches. Part of this involves FM3 actively monitoring methodological developments through our industry’s trade association – the American Association for Public Opinion Research (AAPOR) – in order to provide our clients with the best tools to meet their research needs.

FM3 stays well informed on the latest issues facing local governments through its work as the public opinion research firm for the League of California Cities. FM3 has served as the League’s primary pollster for many years, and our research has contributed to numerous victories for the League and its member agencies, both in the legislature and on the statewide ba llot. In this capacity, we regularly conduct research at the statewide level as well as in dozens of local communities throughout California. Most recently, FM3 worked closely with the League to help preserve local authority over land-use and housing issues from encroachment by Sacramento and to shore up support for former Governor Brown’s transportation funding package, Senate Bill 1. Our team also regularly conducts seminars and forums with the League to advise city leaders about how public opinion research can be used to address the concerns, needs and priorities of their residents, and to provide additional funds for city services.

The finance measure research that FM3 conducts for our public agency clients not only assists in drafting the most compelling 75 -word ballot label possible, but also quantitatively identifies which unique, legally permissible messages will resonate most among that agency’s constituents when engaging in community outreach and 8

education, thus providing a thematic and communications roadmap to securing the required level of support. The efficacy of this approach is demonstrated by our firm’s success rate of over 95 percent since its 1981 inception – with a total of 607 local finance measures approved for California agencies (including 247 G.O. bonds, 185 sales taxes, 49 parcel taxes, 41 utility user taxes [UUTs], and 27 transient occupancy taxes [TOTs], among other finance measure mechanisms) in every region of the state, more than any other research firm. More detailed information about our company, services, and clients may be found on our website, www.fm3research.com. 2 RELEVANT EXPERIENCE

2.1 Experience in Marina & Monterey County
FM3 is extremely active throughout Monterey County and its constituent communities. In addition to our work with the City of Marina on your successful business license tax (Measure U) in 2016, FM3’s research was recently utilized by the City of Monterey to inform a successful ½-cent sales tax (Measure G) approved by voters in March 2020. Earlier, FM3 helped the City of Monterey secure voter approval in November 2018 for Measure S, extending a 1 -cent sales tax providing dedicated funding for the City’s street and infrastructure needs. Other recent successful finance measures for local agencies include the passage of both a ½ -cent sales tax ( Measure L ) and a cannabis tax (Measure G) for the City of Seaside in June 2017, and a parcel tax (Measure E) for the Monterey Peninsula Regional Park District in 2016. In 2014, FM3’s survey research for the City of Monterey helped the City secure voter approval for Measure P , the four - year, 1-cent dedicated sales tax. Our earlier work aided in passing 1 -cent sales tax measures for both the City of Seaside (Measure R) and the City of Pacific Grove (Measure U) in 2008, and we have evaluated public support for facilities bond measures for both the Monterey Peninsula Unified School District and the Monterey Peninsula Community College District.

Elsewhere in Monterey County, in November 2018, FM3 helped South Monterey County Joint Union High School District pass two bond measures on the same ballot: Measures Q and R. Each bond was for $20 million, with one focused on facility updates and safety measures and the other on classroom upgrades. Additional research has included successful local finance measures for the City of Salinas (a sales tax, Measure V), the Salinas Union High School District (two separate school bonds, Measure F & Measure M), the Spreckels Union School District (a school bond, Measure B), the Alisal Union School District (a school bond, Measure A), the Coalinga-Huron Joint Unified School District (a school bond, Measure E) and the Hartnell Community College District (a community college facilities bond, Measure H).

In addition to the past work described above, our team is currently providing ongoing research for First 5 Monterey County as part of an effort to secure funding for early childhood services. A complete list of FM3’s successful finance measures for local agencies in Monterey County is provided by Figure 1.

Key Fact:

FM3’s research has helped pass a total of
18 local agency finance measures in
Monterey County.
9

Figure 1: FM3 Local Finance Measure Wins in Monterey County Agency Measure Mechanism Election
City of Monterey Measure G ½ Cent Sales Tax March 2020
City of Monterey Measure S 1-Cent Sales Tax November 2018 South Monterey County JUHSD Measure Q $20 million Bond November 2018 South Monterey County JUHSD Measure R $20 million Bond November 2018 City of Seaside Measure L ½-Cent Sales Tax June 2017
City of Seaside Measure G Cannabis Tax June 2017
City of Marina Measure U Business License Tax November 2016 Monterey Peninsula Regional Park District Measure E $25.26 Parcel Tax November 2016 City of Monterey Measure P 1-Cent Sales Tax November 2014 Spreckels Union School District Measure B $7 Million Bond November 2012 Coalinga-Huron Joint Unified School District Measure E $16.1 Million Bond November 2010 City of Pacific Grove Measure U 1-Cent Sales Tax June 2008 City of Seaside Measure R 1-Cent Sales Tax February 2008 Alisal Union School District Measure A $90 Million Bond November 2006 City of Salinas Measure V 1/2-Cent Sales Tax November 2005 Hartnell Community College District Measure H $131 Million Bond November 2002 Salinas Union High School District Measure M $37 Million Bond November 2002 Salinas Union High School District Measure F $52 Million Bond March 2002

Aside from local finance measures, we have conducted research for private clients such as the Monterey Bay Aquarium and California American Water , local environmental groups including LandWatch Monterey County and the Santa Lucia Conservancy. We currently serve as pollsters for U.S. Congressman Jimmy Panetta, and we have conducted research for other local elected officials and political candidates including former Monterey County Supervisor Jane Parker, former Supervisor Simon Salinas, former Congressman Sam Farr, former state legislators Rusty Areias , Fred Keeley, Henry Mel , and Byron Sher , and former Salinas Mayor Dennis Donohue. FM3 has also played a leading role for more than two decades conducting research on public perceptions of and support for the r edevelopment of Fort Ord . As a result of this experience, our team is extremely familiar with not just the issues, but the cycles and rhythms of local public opinion and its evolution over time.

2.2 California Municipal Finance Ballot Measure Experience FM3 is a recognized leader in conducting research that helps C alifornia cities objectively evaluate the viability of passing local ballot measures to secure additional revenue. Our research identifies the feasibility of a potential ballot measure (or measures); the most appropriate tax rate and revenue mechanism ( g.o. bond, sales tax, transient occupancy tax, utility user tax, etc.); how voters would prefer additional revenue to be used; how to phrase the ballot label language, a nd provides a thematic and communications roadmap for securing the 10

necessary level of public support. Our municipal clients represent a diverse cross -section of large and small cities, includi ng suburban, urban, and rural communities. Furthermore, we work with cities throughout the Central Coast, Southern California, the Central Valley, the Bay Area, and Northern California. We make it a priority to work closely with each city and local stakeh older to design the research because we know every community is different and requires an approach that addresses its own unique characteristics and needs.

In the most recent statewide election in November 2020, FM3’s research helped 36 California cities i ncluding Arcata, Bellflower, Carson, Commerce, Corona, Costa Mesa, Cotati, Daly City, Exeter, Half Moon Bay, Healdsburg, Imperial Beach, Lomita, Long Beach, Los Alamitos, Milpitas, Montclair, Morro Bay, Orinda, Oxnard, Palmdale, Pasadena, Paso Robles, Petaluma, Piedmont, Pismo Beach, Richmond, San Bernardino, San Francisco, San Jacinto, San José, San Luis Obispo, South El Monte, South Lake Tahoe, Turlock, and West Hollywood, pass ballot measures to provide funding for local public services. (Central Coast cities are underlined) The following 146 California cities have engaged FM3’s research and consulting services since 2008 to successfully pass ballot measures to fund city services and programs (17 Central Coast cities are underlined): Arcata, Alameda, Alhambra, Antioch, Arcadia, Arvin, Azusa, Bakersfield, Bellflower, Benicia, Berkeley, Burbank, Capitola, Carson, Carpinteria, Canyon Lake, Cathedral City, Chowchilla, Clearlake, Cloverdale, Coachella, Commerce, Corona, Costa Mesa, Cotati, Compton, Covina, Culver City, Daly City, Delano, Desert Hot Springs, Diamond Bar, Dinuba, Downey, Duarte, East Palo Alto, El Monte, Exeter, Fountain Valley, Galt, Gardena, Garden Grove, Gilroy, Glendale, Grover Beach, Half Moon Bay, Hawthorne, Healdsburg, Hemet, Hercules, Hollister, Huntington Beach, Imperial Beach, Indio, Inglewood, Kingsburg, La Puente, Lakeport, Lakewood, Laguna Beach, La Mesa, La Habra, Lathrop, Larkspur, La Quinta, Lawndale, Lomita, Long Beach, Los Alamitos, Los Angeles, Los Banos, Lynwood, Marina, Martinez, Menifee, Merced, Milpitas, Montebello, Montclair, Monterey, Moreno Valley, Morro Bay, Mountain View, National City, Norco , Norwalk, Oakland, Orinda, Oxnard, Pacific Grove, Palo Alto, Palmdale, Palm Desert, Palm Springs, Paramount, Pasadena, Paso Robles, Petaluma, Pittsburg, Pismo Beach, Pomona, Porterville, Redondo Beach, Reedley, Richmond, Riverside, Rohnert Park, Roseville, Sacramento, San Anselmo, San Bernardino, San Francisco, San Jacinto, San José, San Luis Obispo , Sanger, Santa Ana, Santa Clara, Santa Cruz, Santa Fe Springs, San Juan Capistrano, Santa Barbara, Santa Monica, Santa Paula, Santa Rosa, Sausalito, Scotts Valley, Seal Beach, Seaside, Selma, South El Monte, South Gate, South Lake Tahoe, South Pasadena, Stanton, Stockton, St. Helena, Sunnyvale, Temecula, Turlock, Vallejo, Ventura, Visalia, Wasco, West Hollywood, Westminster, Wildomar, and Whittier.

2.3 Experience Conducting Research in Modestly Sized Communities With approximately 8,475 likely November 2022 voters in the City of Marina, conducting a voter opinion survey that is both statistically reliable and generalizable to the broader electorate will require t he research team to overcome a specific set of challenges. In the current communications environment, securing adequate participation from respondents presents an ever -growing challenge for research organizations of all types —a challenge that is exacerbated in instances when the population of interest presents a relatively small number of potential respondents to begin with.

Key Fact:

FM3’s research has been used to pass
local finance measures for 146
California cities since 2008, including
17 cities on the Central Coast.
11

FM3 has successfully conducted research in dozens of communities similar in size to Marina. Over the course of more than three decades working in these communities, our firm has developed a unique set of protocols which ensure that our surveys achieve an adequate sample size even when the pool of registered voters in the subject jurisdiction is small. These protocols include:
1) Cross-referencing voters’ names and home addresses against commercially available consumer data to ensure that their contact information (landline + cellular phone numbers and email addresses) are current, so that individuals who have recently changed their email address or telephone number are able to participate in the survey;
2) Leveraging FM3’s dual-mode (with text messaging) data collection methodology to invite voters to take the survey, and interview them, via multiple platforms, including email and te xt message invitations as well as online and telephone interviewing;
3) Scheduling call-back appointments for potential respondents who are willing to take the survey but are unable to do so when initially reached; and
4) Reducing the pace of survey interviewing to ensure the optimal amount of time between contact attempts to reach the same voter.

These protocols – particularly when used in combination, as we would do for this project – have enabled FM3 to maintain incidence rates (the willingness of eligible respondents to take our surveys) that are above the industry standard since the firm’s inception.

A partial listing of California cities of analogous size to (or smaller than) Marina that have utilized FM3’s research and consulting services to help pass local finance measures include Arcata, Canyon Lake (two measures), Capitola (two measures), Carpinteria (two measures), Chowchilla, Clearlake, Cloverdale, Commerce (two measures) , Cotati (three measures), Delano (two measures), East Palo Alto (two measures), Exeter, Grover Beach (three measures), Half Moon Bay, Healdsburg (two measures), Hermosa Beach, Kingsburg, Lakeport, La Palma, Larkspur (two measures), Lomita, Los Alamitos (two measures), Morro Bay (two measures), Reedley (two measures), San Anselmo, Sanger (two measures), Santa Fe Springs (two measures), Santa Paula (two measures), Sausalito, Scotts Valley, Seaside (three measures), South El Monte , South Lake Tahoe , St. Helena , and Wasco, among other communities.

2.4 Experience & Familiarity with the Issues Facing California Municipalities FM3 stays well informed on the latest issues facing local governments through its work as the public opinion research firm for the League of California Cities. FM3 has served as the League’s primary pollster for many years, and our research has contributed to numerous victories for the League and its member agencies, both in the legislature and on the statewide ballot. In this capacity, we regularly conduct research at the statewide level as well as in dozens of local communities throughout California. Most recently, FM3 worked closely with the League to help preserve local authority over land-use and housing issues from encroachment by Sacramento and to shore up support for former Governor Brown’s transportation funding package, Senate Bill 1. Our team also regularly 12

conducts seminars and forums with the League to advise city leaders about how public opinion re search can be used to address the concerns, needs and priorities of their residents, and to provide additional funds for city services.
3 PROJECT PERSONNEL

3.1 John Fairbank, Partner – Project Manager

John Fairbank has more than forty years’ experience in public opinion research and policy analysis, specializing in ballot measures and advising candidates on national, state, and local levels. As a founding partner of Fairbank, Maslin, Maullin, Metz & Associates (FM3 Research), he has consulted for clients i n the areas of government, politics, education, business, non-profits, and labor. John served as Project Manager for the research FM3 conducted for the City of Marina in 2016 related to your successful business license tax, Measure U.

John works extensively on ballot propositions, initiatives, and referendums that focus on public services such as transportation, education, affordable housing, water, libraries, parks and recreation, conservation, environmental/climate protection, health care, cannabis, and p ublic safety – particularly state and local bond and special tax measures. Most recently, his research in support of Proposition 19 on California’s November 2020 statewide ballot helped close a notorious loophole in California’s property tax system while p roviding additional critically needed revenue for local fire protection. His statewide research also played a key role in securing legislative approval for Governor Brown’s transportation funding package, SB -1, in 2017, and defending that same funding in 2 018 by helping pass Proposition 69 (a constitutional amendment dedicating all SB -1 revenues for transportation) and defeating Proposition 6, a measure which threatened to repeal SB -1’s $5 billion to $6 billion in annual gas taxes. His work in 2018 also aided the passage of both Proposition 1 and Proposition 2, providing a combined $6 billion in funding for affordable housing – including dedicated funding to create housing for Californians experiencing mental illness and homelessness.

On the local level, John’s research on behalf of California cities has resulted in voter approval of billions of dollars in capital improvements and hundreds of millions more in ongoing operational funds raised by both dedicated and general-purpose tax measures in more than 100 California cities and counties. In the November 2020 election alone, his successful clients included the cities of Carson, Commerce, Corona, Imperial Beach, Los Alamitos, Long Beach, Oxnard, Paso Robles, Pismo Beach, San Bernardino, San Jacinto, South Lak e Tahoe, and Turlock. His research has also been instrumental in securing the passage of nine countywide finance measures in Los Angeles County since 1996.

In addition to his research for political and public agency clients, John has consulted for both bus iness and non- profit sectors. He has worked for many leading companies and organizations including The Walt Disney Company, NBC/Universal, Airbnb, and Mercury Insurance. In the non -profit sector, John has advised such organizations as 13

The Nature Conservancy, the Trust for Public Land, the League of California Cities, the California Association of Realtors, California’s Coalition for Adequate School Housing (C.A.S.H.), the Building Industry Association of California, and the California School Boards Association.

John graduated from UCLA and serves as a Senior Fellow at the UCLA Luskin School of Public Affairs. He lives in Los Angeles. Mr. Fairbank may be reached in the firm's Los Angeles office at (310) 828 -1183, or via email:
[email protected].

3.2 Adam Sonenshein, Vice President – Assistant Project Manager

Vice President Adam Sonenshein came to FM3 Research in 2013, following over a decade of experience working on behalf of non -profit organizations and political candidates in California. He has conducted opinion research and evaluation and provided strategic advice for dozens of clients including cities and counties, K-12 school and community college districts, non-profit organizations, business associations, candidates running for political office and ballot measure campaigns.

In 2020, Adam contributed research and strategic guidance that secured the passage of 24 local ballot measures for cities, counties and local school districts across California. Adam is also a lead member of the research team for the UCLA Quality of Life Index project, a multi-year public assessment of quality of life in Los Angeles County, and polling for The Voice of San Diego on quality of life and trust in local institutions in San Diego County.

More broadly, his research has explored attitudes on a range of issues including the impacts of COVID -19, public safety, reducing homelessness, environmental protection, housing and land use, public transportation, can nabis decriminalization, K-12 and early childhood education, strategies to address poverty, and making the political system more transparent and fairer.

Prior to joining FM3, Adam spent over a decade working on behalf of non -profit organizations and politi cal candidates in California. He spent eight years with Los Angeles Universal Preschool (now Child360), a county-wide nonprofit organization focused on building public will for expanding access to quality preschool education. He was responsible for developing the organization’s public policy, advocacy, and community involvement strategies.

Further, he has served as a consultant for political campaigns, coalitions, and public awareness campaigns in the San Francisco Bay Area.

Adam received a Bachelor's deg ree in Political Science from Tufts University in 1998 and an Master's of Public Policy (M.P.P.) from the UCLA Luskin School of Public Affairs in 2005 with awards for Outstanding M.P.P. Student of the Year and Outstanding Academic Achievement. Adam can be reached in FM3’s Los Angeles office at (310) 569-3653 or at [email protected].

14

3.3 Miranda Everitt, Vice President – Research Team Member

FM3 Research Vice President Miranda Everitt has experience in municipa l finance research for scores of cities, counties and school and special districts throughout the country. She served as Assistant Project Manager for FM3’s 2016 research for the City of Marina. Outside of her local work, she has focused on her research o n drug policy reform, conservation, and climate policy. Her work has contributed to the passage of state and local ballot measures in Arizona, California, Colorado, Florida, Maine, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, New Jer sey, New York, Nevada, North Dakota, Oregon, Rhode Island, South Dakota, Texas, Utah, Washington and Washington, D.C.

In addition to her work on the City of Marina’s Measure U, since 2015 Miranda has helped shape successful ballot measures providing billions of dollars in new funding for parks, libraries, public safety, roads and housing in communities throughout Californ ia including San Jose (three measures), Arcata, Alameda (two measures), Calaveras County, Humboldt County (three measures), Clearlake, Cotati (two measures), Desert Hot Springs, Diamond Bar, East Palo Alto, Lakeport, Menifee, Millbrae, Milpitas (two measures), Orinda (four measures), Palo Alto, Santa Clara County, Santa Paula, Seaside, Sunnyvale, Wasco, and Wildomar. Outside California, she has helped passed public finance measures in Denver, Colorado; Portland, Milwaukie, Deschutes and Multnomah counties in Oregon; Chaffee County, Colorado; New Paltz, New York; New Smyrna Beach, Florida; and in the city and county of Missoula, Montana.

Miranda's research contributed to historic victories for drug policy reform across in the country in November 2020.

Voters legalized marijuana for adult use in traditionally conservative states including Montana and South Dakota and approved medical marijuana in Mississippi. In Oregon, she worked to help develop Measure 109, which will allow promising psilocybin therapy to treat depression, end -of-life anxiety, and PTSD. Measure 110, which will decriminalize personal use possession of all drugs, redirecting resources to public health and treatment. Initiative 81 will make entheogens Washington, D.C.'s lowest law -enforcement priority. Since 2015, she has contributed research on campaigns to allow medical or recreational marijuana in a dozen states and helped local governments approach taxation and regulation of this new industry; her work continues to inform legislative and ballot-measure drug reform campaigns in other states.

Miranda came to FM3 with experience in communications and policy research at California Budget and Policy Center, SEIU Healthcare MN, Chief Justice Earl Warren Institute for Law and Social Policy, Justice in Aging, and the Alameda County Community Food Bank. Prior to her policy career, she worked for the Oakland Tribune, San Jose Mercury News and Toledo Free Press.

Miranda holds a Master’s of Public Policy from the Goldman School of Public Policy at UC Berkeley and a journalism degree from Bowling Green State University in Ohio. Miranda can be reached at [email protected]. 15

3.4 Renato Villacorte, Partner & Chief Technology Officer – Lead Statistician Partner & Chief Technology Officer Renato G. Villacorte joined FM3 Research in 2002 as the Senior Statistician and consultant on research methodologies and advanced data analyses. Renato started his career in academia in Experimental Psychology where he developed expertise in data collection technologies, statistical programming, and predictive modeling. He taught Descriptive Statistics and other lower division Psychology courses at Cal State University Los Angeles before entering a doctoral program at the University of California in 1996. At Cal, he pursued research in Psychophysics and conducted several studies with human subjects before taking his talents into the market research industry in 2000.

Prior to joining FM3, Renato was the Database Programming Manager and a Senior Market Research Analyst for Jackson National Life Insurance, a major financial services company. He analyzed and prepared reports based on financial transaction data and data collected from employee and sales associate surveys. As the Senior Analyst, he helped create and manage the company’s Market Research Department and earned recognition as a SAS Certified Professional Programmer. Renato’s technical expertise and leadership skills ultimately earned him the position of Database Programming Manager where he trained and supervised several programmer/analysts.

Renato is now charged with developing and maintaining the research technologies of FM3 Research. The Researchers of FM3 depend on Renato’s team to coordinate and organize the collection of qualitative and quantitative opinion research data, prepare analytical reports on collected data, and conduct advanced statistical investigations in support of research objectives. Renato is one of the principal liaisons between FM3 and market research service subcontractors. He advises FM3 Researchers on the latest techniques in data collection and sampling methodologies. He also manages the training and development of FM3’s Statistical Analysts and Data Processing Manager; the team that’s vital in providing rapid and accurate analyses of q uantitative data. Renato also leads the team that conducts advertisement and marketing material testing with Perception Analyzer, a system that collects data using dials in a group setting. This technology has supported dozens of high budget campaigns in evaluating the persuasiveness of television advertisements on the electorate.

Renato received his cum laude B.A. and M.A. in Psychology from the California State University, Los Angeles and a M.A. in Psychophysics from the University of California. Wit h more than two decades of experience in data analysis and survey research methods, Renato remains active in the professional communities of the American Association of Public Opinion Researchers and the SAS Software Programming organizations. He continue s his professional education through annual seminars and conferences and has presented papers and tutorials to fellow analysts and researchers. He is an active alumnus of the Sigma Phi Epsilon Fraternity which supports his network of consultants and exper ts in every career field and professional society. Renato may be reached in FM3's Los Angeles office at (310) 828-1183, or at [email protected]. 4 SCOPE OF WORK
16

4.1 Research Approach & Methodology
For this project, FM3 recommends conducting a dual-mode baseline survey among a sample of up to 300 City of Marina registered voters likely to participate in the November 2022 statewide general election. This survey would feature an average interview length of 20 minutes. Such a survey length will allow for the questionnaire to include approximately 30-60 unique que stions (including demographic questions), sufficient length to explore multiple aspects of the potential G.O. bond measure and identify which incarnation(s) are likely to enjoy the greatest public support.

Survey Methodology
Based on our examination of past voting history, the City of Marina has a total of approximately 8,475 registered voters who are likely to vote in the November 2022 statewide general election. FM3 recommends surveying a random sample of up to up to 300 likely voters , yielding a margin of sampling error of +/ - 5.7% for the full sample . (The margin of sampling error for population subgroups - based on gender, race/ethnicity, homeownership, among other demographic categories - will be greater.) Our team r ecommends the continued use of a dual-mode, online and telephone (landline and wireless) interviewing methodology for this survey, which is consistent with the approach used for FM3’s 2016 survey for the City of Marina. This approach for gathering statistically reliable data involves deploying the traditional telephone survey methodology alongside the latest online survey applications, with invitations to take the survey online distributed to potential respondents via email and (in the case of cellular phon es) by text message 1 . In instances where a potential respondent is randomly selected to take the survey online but does not promptly respond to the email invitation to do so (and a cellular telephone number for this individual is also available), FM3 wil l follow-up with a text message invitation as a reminder – an example of which is shown in Figure

2. This relatively new survey contact approach was not standard practice at the time of FM3’s 2016 survey for the City, b ut has since been found to improve response rates to online surveys.

Combining the data from the telephone and online surveys produces an all- inclusive, representative sample of the population of interest, as illustrated by Figure 3.

1 FM3’s use of text messages to distribute sur vey invitations has been vetted by independent legal counsel and determined to be compliant with all applicable state and federal laws and regulations, including the U.S. Telephone Consumer Protection Act (known as the TCPA).

Figure 2: Sample FM3 Text Message
Survey Invitation
17

Figure 3: Illustration of FM3 Dual-Mode Voter Survey

FM3 will utilize Political Data, Inc. (PDI) as its sample vendor. FM3 has worked with PDI, the leading voter sample vendor in California, for the last two decades. PDI provides the most up -to-date lists of voter names, addresses, telephone numbers (listed, unlisted, and cell phones), email addresses, voter party re gistration, and past voter history (in which past elections individuals have voted) directly from the County Registrar of Voters. In addition, PDI works with third-party vendors to match names and addresses on the voter file with other commercial vendor lists to update phone numbers and email addresses on file and find more current contact information for residents who registered to vote many years ago.

This helps ensure that all eligible voters have the same likelihood of being contacted, regardless of whether they have changed their phone number or email address since registering to vote. 18

Questionnaire Design
In designing the research for this project, FM3 will draw from our knowledge of public opinion survey methodology; our comprehensive understanding of the City of Marina’s past survey research, including tracking past questions when appropriate; the City’s current and future objectives and needs; and our own vast library of research for Marina and other municipalities. The process will begin with an i nitial kickoff meeting via webconference between the FM3 team, other relevant consultants and City staff members assigned to this project, during which we will hold a comprehensive discussion of major issues or challenges that should be explored in the survey. FM3 will then present a first draft of the questionnaire to the City for review and comment.

After collecting feedback on the first draft, we will revise and refine the survey. We foresee proceeding through several drafts, incorporating feedback from City staff before each revision to develop a research instrument that will obtain all the information desired. Before interviewing commences, FM3 will secure approval from the appropriate City representative on the final version of the questionnaire. We have found this approach is a very effective way to ensure that City leadership has the opportunity to prioritize issues to explore in the survey and that we can provide actionable, useful data that helps support the City’s goals.

Our approach to municipal finance measure surveys has been developed over the course of several decades. For this project, as a starting point, our firm recommends following the model we successfully used in Marina in 2016, with a survey questionnaire design that simulates an actual bond measure campaign. First, voters will respond to the possible measure unprompted by any previous information. Survey participants will then respond to a series of legally permissible educational statements that could be used during community outreach (simulating potential outreach efforts by the City), and the measure is tested again to gauge the impact of that outreach. Following that, participants will also respond to critical statements, mimicking a possible opposition campaign. Once voters receive all information, the proposed measures’ favorability is tested for a third time in order to best understand the impact of that information on the likely outcome for the measure. The survey will also test individual characteristics of the measure(s), which could include the viability of various authorization amounts and tax rates; voters’ budgeting and spending priorities; and the level of support in different geographic communities within the City. If the measure appears viable, the questionnaire will provide a roadmap to drafting legally permissible educational outreach materials. Our findings will also help draft the most efficient 75 -word ballot language and inform best practices for community engagement. However, as we have demonstrated in our prior work with the City of Marina, we believe in customizing each questionnaire to the City’s needs and we will not hesitate to be flexible with our approach if it is necessary based on the City’s priorities.

While the final list of questions will be developed after co nsultation with all team members involved, the survey will include a variety of relevant demographic questions such as race/ethnicity, age, and education, among others.

Geographic data (the home address each respondent provided to the County Clerk -Recorder/Registrar of Voters when they registered to vote), age, participation in past elections, as well as partisan affiliation will be provided by the voter file.

A visualization of the survey questionnaire structure and sequence recommended by FM3 is provided by Figure

4. 19

Figure 4: Survey Questionnaire Structure/Sequence

Translation
Given the comparatively high percentage of Marina likely voters who are of Latino/Hispanic origin (20%), we will secure professional translation of the survey into Spanish and conduct interviewing in both English and Spanish.

Interviewing
FM3’s data collection (web hosting, email invite distribution, telephone interviewing, and online interviewing) vendor is a national leader in the collection of public opinion research data. The firm’s online interviewing platform is optimized to enable respondents to easily take the survey from either a personal co mputer or tablet/smartphone device, providing respondents with enormous flexibility regarding when and how they can participate. Further, we provide specialized expertise with fluent multilingual (English/Spanish) survey Initial Vote on Ballot Language
Spending Areas
Educational Statements
Critical Statements
First Re-Vote
Second Re-Vote
Attitudes Toward the City
20

administration as well as cultural ly competent data collection among populations with a significant U.S. Latino component.

In addition, FM3’s telephone interviewing facilities have well-established procedures to supervise the interviewing process and to verify that interviews are conducted according to specifications. Among these procedures is the monitoring of actual interviews by on-site supervisors, identification of each interview by interviewer, and the use of a regularly employed staff of professional, full -time interviewers who are fluent in both English and Spanish.

There is an established protocol for callbacks of busy or "not-at-home" numbers designed specifically to maintain the randomness of interviewee selection.

FM3 proposes to review its procedures with City representatives prior to commencing interviews to ensure satisfaction with all technical aspects of the interviewing process.

Data Analysis/Reporting
Response data will be analyzed by FM3’s Data Processing and Analysis Department staff using Survey System and SAS software, both well -documented and widely used data analysis software packages. As needed, FM3 may augment Survey System and SAS with its own custom -designed statistical analysis program to report the tabulation and cross -tabulation of data. The Data Processing and Analysis Department staff employs a data checking and editing system to eliminate e rrors and document the handling of data received from the interviewers.

The cross-tabulated results will include a table for each question or demographic variable in the survey, with a series of up to 200 columns indicating how various subgroups of Marina voters responded to that question. The cross-tabulated results will make it possible to detect how responses differ, if at all, among various subsets of Marina voters. For example, it will be possible to compare responses made by men and women, voters of various age categories, responses based on ethnicity/race, homeowners and renters, and many more subgroups of the electorate.

The data analysis will be used to draft the final PowerPoint report/presentation for the City. The report will track changes in public awareness and perceptions from prior survey years where appropriate, and provide clear, actionable recommendations regarding how to use the survey results to achieve your objectives.

After our presentation to City representatives, FM3 will remain available to answer follow-up questions from the City and present results to the City Council and key stakeholders as requested. We view all survey responses as an ongoing data resource; should the need arise, FM3 can perform further analysis to answer follow-up questions that may be posed by the City or other interested parties.

4.2 Project Timeline
FM3 is prepared to begin work on this research project immediately upon contract execution and expedite its completion in order to maximize the length of time available to the City to engage and communicate with your community regarding a potential finance measure before any such measure(s) are formally placed on the ballot.

We would approach the project in three distinct phases: research design, data collection, and data analysis and 21

reporting. As shown in Figure 5, the expedited research process would take roughly four weeks from kick -off to complete.

Figure 5: Dual-Mode Voter Survey Research Phases & Timeline

At the conclusion of Phase 3, FM3 will remain available for ongoing consultation and any further analysis and presentation of the research, as needed – including helping to develop the 75-word ballot label language should the City opt to move forward with placing a measure on the ballot.

4.3 Deliverables
Following the completion of the survey, we will provide:
✓ A questionnaire with the topline results of the survey for easy reference • Kick-off meeting/confirmation of research specifications • Review necessary background materials
• Draft, refine, and finalize survey questionnaire
• Draft, refine, and finalize invitation email
• Finalize sample parameters and order/prep sample
• Translate survey questionnaire into Spanish
• Program and test survey questionnaire
Phase 1 - RESEARCH DESIGN - (1 weeks)
• Send email message and text message invitations and reminders • Analyze demographics of online survey respondents
• Initiate and conduct telephone interviews
• Continually review responses and sample quotas
• Begin development of cross-tabulated report structure Phase 2 - DATA COLLECTION - (2 weeks)
• Generate topline survey results
• Generate cross-tabulated results
• Conduct statistical analysis
• Generate PowerPoint presentation of key findings, conclusions, and actionable recommendations
• Present findings
Phase 3 - DATA ANALYSIS & REPORTING - (1 week)
22

✓ A complete set of crosstabs in an easy-to-read, comprehensive format ✓ Verbatim responses to any open-ended questions
✓ A complete analysis of survey results in PowerPoint format ✓ Presentation(s) of the survey results (in person or remotely via secure weblink) to City staff, elected officials and/or other stakeholders as desired

FM3 will also be available for ongoing consultation and any further analysis of the research.

4.4 Project Budget
For this project, FM3 recommends conducting a baseline survey with up to 300 interviews taking the average phone respondent 20 minutes to complete, with interviewing conducted by telephone (cell phones and landlines) and online with respondents invited to the online survey via email and text message. The survey will be available by phone in both English and Spanish. The total cost for this survey with up to 300 interviews would be $29,750.

These cost figures are each all -inclusive, and reflect all charges for questionnai re development, survey hosting, email and text message distribution, Spanish translation, bilingual telephone interviewing, data entry, cross - tabulation, data analysis, and preparation and presentation of survey results. In addition, these prices represent a commitment by FM3 to remain on call to the City, as needed, for the remainder of your revenue measure project.

Direct incidental expenses, such as extra reproduction of reports, are not included but would be billed at -cost if incurred.
23 May 13, 2022 Item No. 11c

Honorable Mayor and Members City Council Meeting
of the Marina City Council of May 17, 2022

CITY COUNCIL OF THE CITY OF MARINA CONSIDER ADOPTING
RESOLUTION NO. 2022- 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

MEASURE X INFRASTRUCTURE IMPROVEMENTS WITHIN THE

GEOGRAPHIC BOUNDARIES OF THE CITY AND AUTHORIZING AND

DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO

REQUEST:

It is requested that the Marina City Council adopt Resolution No. 2022-, which approves certain documents in order for the City to finance various street improvements to be funded out of the City’s allocation from the Measure X sales tax proceeds and authorizes various other actions related thereto.

BACKGROUND:

Pavement Management Condition
One of the top priorities identified by the City Council has been to invest sufficient funds to repair the city’s street system and address the backlog for street maintenance and rehabilitation including 25 critical streets that need to be reconstructed . Five years ago the city was only able to inv est $400,000 annually into street repairs and maintenance. Through various ballot measures approved by our citizens over the last five years, the City is now investing annually almost $2.3 million into the repair and maintenance of our street system. This includes Measure X which was a Transportation Agency of Monterey County ballot measure that was approved.

However, even with the increased annual funds allocated to street re pair and maintenance, it is still not sufficient to address the backlog and get the overall s treet system to a sufficient condition which we identify in our Pavement Condition Index as 70.

The following graph shows that to get the street system to a PCI o f 70 the city needs to front load a significant amount of funds in addition to maintaining the annual on-going contributions of $2.3 million.

The total amount needed to be front loaded was $11.5 million. Initiall y it was thought that we could leverage our Measure X funds for a bond that would generate $8.7 million upfront and the remaining $2.8 million would have to be funded by the General Fund. However, updated estimates now show Measure X funds can be leveraged to achieve the full $11.5 million.

1 Measure X Funds
In 2016, voters in Monterey County approved Measure X, which imposed a 3/8% transactions and use tax to finance road improvements. The tax is generally imposed upon the same transactions that are subject to the Statewide sales tax; it commenced in 2017 and will terminate in 2047 if not renewed beforehand by the voters of the County. Measure X sales tax collections are divided and distributed between three categories: 60% of collections are pledged to Local Road Maintenance, Pothole Repairs & Safety, 27% of collections are pledged to Regional Road Safety & Congestion Improvements, and 13% are pledged to Pedestrian & Bike Safety and Mobility Projects. All cities within the County and the County itself are eligible to receive a portion of the 60% portion with allocations derived by formula based on population and lane miles.

The current financing is designed to leverage the City’s revenue from the 60% allocation and raise $11.5 million to accelerate road repairs on 25 failed residential streets in need of major reconstruction, improving the quality of the City’s roadway infrastructure and allowing the City to make repairs before continued deterioration exponentially increases costs.

The most efficient means of leveraging this revenue is through a lease revenue financing, with the specific financing instrument called a certificate of participation, representing an interest in the lease payments to be made by the City and is, in effect, a tax-exempt bond. This form of financing will be legally secured by the City’s General Fund, although all debt service payments are expected to be made from Measure X sales tax revenues. The financing has been sized to ensure that Measure X sales tax revenues in FY 2022 will be about 120% of the amount of debt service, provid ing a cushion to ensure that no General Fund moneys are ever required to pay debt service.

The legal structure is a lease financing, whereby th e City will lease the City’s library to a nonprofit corporation, which will lease it back to the City , with the leaseback securing the debt. This is a very common financing method in California for financing public improvements. For purpose of this financing, the City will utilize the Public Property Financing Corporation of California, a non-profit corporation that is long-established for assisting cities and other municipalities in such financings.

2 The Resolution takes a number of actions:

▪ Approves the basic legal documents for the financing, which includes the lease of the library to the nonprofit corporation (EXHIBIT B) and its lease back by the City (EXHIBIT C), the latter agreement serving as the security and source of payment for the certificates of participation;

▪ Approves the trust agreement with U.S. Bank Trust Company, National Association (EXHIBIT D), which provides for the execution and delivery of the certificates of participation and the use of the City’s lease payments to repay investors;

▪ Approves a certificate purchase agreement with Stifel, Nicolaus & Company, Incorporated (EXHIBIT E) as underwriter for the certificates of participation, which will purchase the certificates for sale to investors;

▪ Approves a preliminary official statement for the certificates (EXHIBIT F), which is the offering document, similar to a prospectus, which discloses the material information required for potential investors to make an informed investment decision;

▪ Approves a continuing disclosure certificate (EXHIBIT G) setting forth the City’s requirement for annually reporting to investors certain information through the term of the certificates;

▪ Authorizes the City Manager and other City officials to take additional actions as necessary to execute this financing within the certain not-to-exceed parameters outlined in the resolution.

ANALYSIS:

Measure X created an additional source of funding fo r the City’s street maintenance and repair program, supplementing the annual General Fund and State gas tax revenues appropriated for street maintenance and repair. Unfortunately, the annual receipt of Measure X revenue is not sufficient to provide for the timely repair of the city’s roadway infrastructure including 25 residential streets that require substantial reconstruction, at an estimated current cost of $12 million. If such reconstruction were financed only out of Measure X revenues as received, not only would street repair be extended over many years, but the cost of these r epairs would escalate exponentially as the condition of these streets would deteriorate. By leveraging this revenue stream with a debt issue the City can accelerate its delivery of repaired streets and reduce the ultimate cost.

There are two approaches available for issuing debt secured by Measure X revenues. The City could issue a form of revenue bond secured only by Measure X revenues. To do so, the amount of debt service would be reduced to approximately half of available revenues, and the interest cost of such debt would be relatively high. The alternative is to issue a debt instrument that is backed by all legally available revenues of the City, even though expectations are that the debt would be paid entirely from Measure X revenues.

This mechanism al lows the City to leverage Measure X more fully , thereby increasing the amount of critical street repairs that can be finance d, increasing the bond rating on the obligation, and lowering the interest rate on the borrowing. The latter is the structure being presented to the City Council.

The best mechanism for achieving this goal is a lease revenue obligation , whereby the City identifies an existing facility—in this case, the Marina library—leases it to a nonprofit corporation, and then leases it back for City use. The leaseback secures the debt obligation. The City will utilize an existing nonprofit corporation to serve in this capacity for a nominal fee.

3 As part of the approving resolution, the City’s municipal advisor, KNN Public Finance, has provided estimates of the cost of the financing, including par amount, interest costs, costs of issuance and total debt service. These estimates are based on market conditions as of the date of this report. The resolution authorizing this financing provides additional flexibility to address potentially changing market conditions. However, the amount of debt service is not expected to be much greater than $800,000 a year, ensuring that the debt will be substantially less than expected Measure X revenues. (Expected FY 2023 revenues, estimated by TAMC to be around 9 50,000, would be 1 17% of currently anticipated debt service.) As Measure X revenues grow over time, the coverage of debt service will grow as well.

The attached resolution approves a number of documents required by this financing. One of the documents that is presented for approval is the preliminary official statement, which is intended to contain material information that the City believes investors should have to make an informed investment decision. The City will also comm it to provide continuing disclosure of material information under a continuing disclosure agreement.

Assuming Council approval on May 17, the certificates of participation are s cheduled to be sold June 2, with funds available on June 16.

The adoption of the attached resolution will approve all of the documents required to issue the certificates of participation and fund approximately $11.5 million in street repairs expected to be repaid out of the City’s Measure X sales tax receipts.

FISCAL IMPACT:

While the City and its General Fund is ultimately responsible for making the lease payments that secure this obligation, it is the City’s expectation that all such payments will be made out of Measure X receipts.

By accelerating street repair, it is expected that the cost of such repairs will be reduced, allowing for the City to make even greater improvements to its street system from these revenues.

Respectfully submitted

Layne Long
City Manager
City of Marina

4 RESOLUTION NO. 2022-_

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 INFRASTRUCTURE IMPROVEMENTS WITHIN THE

GEOGRAPHIC BOUNDARIES OF THE CITY AND AUTHORIZING AND DIRECTING

CERTAIN ACTIONS WITH RESPECT THERETO

RESOLVED, by the City Council (the “Council”) of the City of Marina (the “City”):

WHEREAS, the City, with the ass istance of the Public Property Financing Corporation of California (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 transportation infrastructure improvements within the geographic boundaries of the City that are eligible for application of Measure X revenues (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 City authorize and direct execution of the Lease Agreement (hereinafter defined), which is intended to reduce the cost of leveraging Measure X revenues to accelerate necessary transportation improvements in the City, and certain other financing documents in connection therewith;

WHEREAS, a preliminary official statement containing information material to the offering and sale of the Certificates described below (the “Preliminary Official Statement”) has been prepared on behalf of the City;

WHEREAS, the documents below specified shall be filed with the City and the members of the Council, with the aid of its staff, shall review said documents; and

WHEREAS, pursuant to section 5852.1 of the Government Code, which became effective on January 1, 2018 by the enactment of Senate Bill 450, certain information relating to the Certificates is set forth in Exhibit A attached to this Resolution, and such information is hereby disclosed and made public;

NOW, THEREFORE, it is hereby DECLARED and ORDERED, as follows:

Section 1. Certificates of Participation (2022 Transportation Infrastructure 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 City Clerk, be and are hereby approved, and the Mayor, the Vice Mayor, the City Manager, the Finance Director, or the designees thereof (the “Designated Officer”), are hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such officials:

(a) a site and facility lease, by and between the City, as lessor, and the Co rporation, as lessee, pursuant to which the City will lease certain existing City property (collectively, the “Property”) to the Corporation, for the purpose of leasing the Property back to the City pursuant to the Lease Agreement;

5 Resolution No. 2022-
Page Two

(b) a lease agreement relating to the Property, between the Corporation, as lessor, and the City, as lessee (the “Lease Agreement”), so long as the principal amount of the Lease Agreement is not greater than $13,500,000, the true interest cost of the Lease Agreement does not exceed 5.5% and the term of the Lease Agreement does not extend beyond December 31, 2047;

(c) a trust agreement, by and among the Corporation, the City and U.S. Bank Trust Company, National Association, as trustee, relating to the execution and delivery of the Certificates (the “Trust Agreement”); and

(d) a continuing disclosure certificate; and

Section 3. A certificate purchase agreement, by and between Stifel, Nicolaus & Company, Incorporated, as underwriter (the “Underwriter”), and the City, relating to the purchase by the Underwriter of the Certificates, in the form on file with the City Clerk, be and is hereby approved, and any Designated Officer is hereby authorized and directed to execute said document, with such changes, insertions and o missions as may be approved by such official, so long as the Underwriter’s discount does not exceed 0.75% of the principal amount of the Certificates.

Section 4. The Council hereby approves the Preliminary Official Statement, in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by any Designated Officer. The Council authorizes and directs any Designated Officer to deem the Preliminary Official Statement “final” pursuant to Rule 15c2 -12 under the S ecurities Exchange Act of 1934 (the “Rule”).

Section 5. Any Designated Officer is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the “Final Official Statement”) and to execute said Final Official Statement, dated as of the date of the sale of the Certificates, and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Certificates, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Certificates, and does not, as of the date of delivery of the Certificates, contain any untrue statement of a material fact with respect to the City or omit to state material facts with respect to the City required to be stated where necessary to make any statement made therein not misleading in the light of the circumst ances under which it was made. The Designated Officers shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by any Designated Officer and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the City.

Section 6. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Certificates.

6 Resolution No. 2022-
Page Three

Section 7. The Mayor, the Vice Mayor, the City Manager, the Finance Director, the City Clerk and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the delivery of the Certificates and the consummation of the transactions as described herein.

Section 8. This Resolution shall take effect from and after the date of its passage and adoption.

Section 9. The City Clerk shall certify to the adoption of this Resolution and provide for appropriate distribution thereof.

PASSED AND ADOPTED by the City Council of the City of Marina at a regular meeting held this 17th day of May 2022, by the following vote:

AYES, COUNCIL MEMBERS:

NOES, COUNCIL MEMBERS:

ABSENT, COUNCIL MEMBERS:

ABSTAIN, COUNCIL MEMBERS:

Bruce Delgado, Mayor

ATTEST:

_____________________________
Anita Sharp, Deputy City Clerk

7 EXHIBIT A

GOVERNMENT CODE SECTION 5852.1 DISCLOSURE

The following information consists of estimates that have been provided by the City’s municipal advisor and underwriter which has been represented to have been provided in good faith:

(A) True Interest Cost of the Certificates: 4.60%

(B) Finance Charges:

Costs of issuance: $200,000
Underwriter’s discount: 85,000
Total $285,000

(C) Net Proceeds to be Received: $11,500,000
(net of finance charges)

(D) Total Payment Amount through Maturity: $20,100,000

The foregoing estimates constitute good faith estimates only.

The principal amount of the Certificates, the true interest cost of the Certificates, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Certificates being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Certificates sold being different from the estimated amount used for purposes of such estimates, (c) the actual amortization of the Certificates being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Certificates being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the City’s financing plan, or a combination of such factors. The actual date of sale of the Certificates and the actual principal amount of Certificates sold will be determined by the City based on the timing of the need for proceeds of the Certificates and other factors. The actual interest rates with respect to the Certificates will depend on market interest rates at the time of sale thereof. The actual amortization of the Certificates will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the City.

8 Quint & Thimmig LLP 03/11/22
03/31/22
13072.01
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 June 1, 2022
by and between the
CITY OF MARINA, as Lessor
and the
PUBLIC PROPERTY FINANCING CORPORATION OF CALIFORNIA, as Lessee (2022 Transportation Infrastructure Financing Project)

EXHIBIT B
9 SITE AND FACILITY LEASE

THIS SITE AND FACILITY LEASE (this “Site and Facility Lease ”), dated as of June 1, 2022, is by and between the CITY OF MARINA, 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 “City”), and the PUBLIC PROPERTY FINANCING CORPORATION OF CALIFORNIA , a nonprofit public benefit corporation organized and existing under the laws of th e State of California, as lessee (the “Corporation”);

WITNESSETH:

WHEREAS, the Corporation intends to assist the City to finance the cost of transportation infrastructure improvements within the geographic boundaries of the City that are eligible for application of Measure X revenues (the “Project”), by leasing certain land and improvements to the City pursuant to a Lease Agreement, dated as of June 1, 2022 , a memorandum of which is recorded concurrently herewith (the “Lease Agreement”); and

WHEREAS, the City 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 City;

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 City hereby leases to the Corporation and the Corporation hereby leases from the City, on the terms and conditions hereinafter set forth, those certain parcels of real property situated in Monterey 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 May 1, 2047, unless the Term of the Lease Agreement is extended as hereinafter provided. If, on May 1, 2047, 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 May 1, 2057. If, prior to May 1, 2047, the Trust Agreement shall be discharged by its terms, the term of this Site and Facility Lease shall thereupon end.

Section 4. Advance Rental Payment. The City 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 City and the Corporation agree that by reason of the sale of the Certificates and deposit of proceeds pursuant to the provisions of the Trust Agreement, dated as of June 1, 2022 , by and among the City, 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.

EXHIBIT B
10 -2-

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 City pursuant to the Lease Agreement and for such purposes as may be incidental thereto; provided, however, that in the event of default by the City under the Lease Agreement, the Corporation and its assigns may exercise the remedies provided in the Lease Agreement.

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

Section 7. Assignments and Subleases . Unless the City 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.

Section 8. Right of Entry . The City reserves the right for any of its duly author ized 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 termin ation 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 perman ent 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 City.

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 City 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 City 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 City hereby releases each and every, member, director, officer, employ ee 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 personal ly liable under this Site and Facility Lease for anything done or omitted to be done by the Corporation hereunder.

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 proceeding s, the interest of the Corporation shall be recognized and is hereby determined to be the amount of then unpaid Certificates including the

EXHIBIT B
11 -3-

unpaid principal and interest with respect to any then outstanding Certificates and, subject to the provisions of the Lease Agreement, shall be paid to the City.

Section 15. Use of the Proceeds. The City and the Corporation hereby agree that the lease to the Corporation of the City’s right and interest in the Site and the Facility pursuant to Section 2 serves the public purposes of the City by providing funds to enable the City to finance the 2022 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, desig nations, 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 City, addressed to the City in care of the Director of Finance, City of Marina, 211 Hillcrest Avenue , Marina, CA 93933, or if to the Corporation, addressed to the Corporation in care of the Treasurer, Public Property Financing Corporation of California, 2945 Townsgate Road, Suite 200, Westlake Village, CA 91361, or to such other addresses as the respective parties may from time to time designate by notice in writing.

Section 18. Binding Effect. This Site and Facility Lease shall inure to the benefit of and shall be binding upon the City and the Corporation and their respective successors and assigns.

Section 19. Amendment. This Site and Facility Lease may not be amended except as permitted under Section 10.01 of the Trust Agreement.

Section 20. 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 21. Applicable Law . This Site and Facility Lease shall be governed by and construed in accordance with the laws of the State of California.

Section 22. 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]

EXHIBIT B
12 S-1
[Signature page to Site and Facility Lease]

IN WITNESS WHEREOF, the City 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.

CITY OF MARINA

By
Name
Title

PUBLIC PROPERTY FINANCING

CORPORATION OF CALIFORNIA

By
Stefan A. Morton
Treasurer

EXHIBIT B
13 [NOTARY ACKNOWLEDGMENTS TO BE ATTACHED]

EXHIBIT B
14 Exhibit A

EXHIBIT A

DESCRIPTION OF THE SITE

The land referred to herein is situated in the State of California, County of Monterey and described as follows:

The land referred to herein is situated in the State of California, County of Monterey and described as follows:

A portion of Lots 41 and 42 as shown on that map entitled "Locke -Paddon Company's Bayside Subdivision of Monterey City Lands" filed February 8, 1916 in Volume 2 of Maps and Ranches (Outside Lands) at Page 15, records of Monterey County California, also being a portion of that property described in that Deed to the Monterey Peninsula Regional Park District, a public entity, recorded April 25, 1991 in Reel 2634 of Official Records of Monterey County, California at Page 348, situate in the City of Marina, County of Monterey, State of California, being more particularly described as follows:

Beginning at the Intersection of the Southerly sideline of Seaside Circle (shown on map as Seaside Avenue, 40 feet wide) with the Westerly sideline of Marina Drive (30 feet wide) as shown on s aid map; thence from said point of beginning,

1) along the westerly side line of Marina Drive the following six courses, 87.39 feet along the arc of a curve to the left describer from a radius point which bears South 79° 10' 01" East, 1455.17 feet, throug h a central angle of 3° 26' 27", thence,

2) 10.56 feet along the arc of a curve to the left described from a radius point which bears South 82° 36' 28" East, 1512.47 feet, through a central angle of 0° 24' 00", thence

3) 31.47 feet along the arc of a curve to the left described from a radius point which bears South 83° 00' 28" East, 1717.09 feet, through a central angle of 1° 03' 00", thence

4) 31.26 feet along the arc of a curve to the left described from a radius point which bears South 84° 03' 28" East, 1989.91 feet, through a central angle of 0° 54' 00", thence

5) 31.05 feet along the arc of a curve to the left described from a radius point which bears South 84° 57' 28" East, 2371.88 feet, through a central angle of 0° 45' 00", thence

6) 24.34 feet along the arc of a curve to the left described from a radius point which bears South 85° 42' 27" East, 2944.83 feet, through a central angle of 0° 28' 25" to the intersection with the southeasterly line of said Lot 42; thence

7) along said southeasterly line of said Lot 42, South 36° 17' 00" West, 340 feet; thence

8) leaving said southeasterly line, North 53° 43' 00" West, 112.65 feet; thence

9) North 6° 15' 27" West, 384.59 feet to a point on the said southerly line of Seaside Circle, thence,

10) along the southerly line of Seaside Circle, North 83° 44" 33" East, 362.04 feet to said point of beginning.

APN: 033-121-009

EXHIBIT B
15 Exhibit B

EXHIBIT B

DESCRIPTION OF THE FACILITY

The Facility is the City of Marina Public Library, an 18,000 square foot, wood framed facility, built in 2007 and located on the Site at 190 Seaside Circle in the City. The library provides the following services: (1) books, talking books on CD, DVDs and magazines for all ages, (2) newspapers: Monterey County Herald, Salinas Californian, Korea Times, New York Times, (3) materials in English, Spanish, Korean and Vietnamese, (4) E-Books and E-Audio, (5) public computers with Internet, Microsoft Office, fax, scan, print, and copy, (6) public meeting rooms(s) reservation at the library front desk and online, (7) access to Westlaw, (8) two study rooms, (9) a homework Center, (10) a veterans resource center, (11) free wireless internet, (12) programs and events for children and adults, and (13) a telescope. The current insured value of the library, excluding the land value, is $11,270,920.

EXHIBIT B
16 Quint & Thimmig LLP 03/11/22
03/31/22
13072.01

LEASE AGREEMENT
Dated as of June 1, 2022
by and between the
PUBLIC PROPERTY FINANCING CORPORATION OF CALIFORNIA, as Lessor and the
CITY OF MARINA, as Lessee
(2022 Transportation Infrastructure Financing Project)

EXHIBIT C
17 -i-

TABLE 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 City .......................................................................................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. City 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 ..........................................................................................................................................................8 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 ...................................................................................................10 Section 5.2. Modification of Property ..........................................................................................................................................10 Section 5.3. Public Liability and Property Damage Insurance ................................................................................................11 Section 5.4. Fire and Extended Coverage Insurance; No Earthquake Insurance ..................................................................11 Section 5.5. Rental Interruption Insurance .................................................................................................................................11 Section 5.6. Title Insurance ...........................................................................................................................................................12 Section 5.7. Insurance Net Proceeds; Form of Policies .............................................................................................................12 Section 5.8. Advances ....................................................................................................................................................................12 Section 5.9. Installation of City’s Equipment .............................................................................................................................12 Section 5.10. Liens ..........................................................................................................................................................................13 Section 5.11. Private Activity Bond Limitation ..........................................................................................................................13 Section 5.12. Federal Guarantee Prohibition ..............................................................................................................................13 Section 5.13. Rebate Requirement ................................................................................................................................................13 Section 5.14. No Arbitrage ............................................................................................................................................................13 Section 5.15. Maintenance of Tax-Exemption ............................................................................................................................13

ARTICLE VI
DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF NET PROCEEDS Section 6.1. Eminent Domain .......................................................................................................................................................14 Section 6.2. Application of Net Proceeds ....................................................................................................................................14 Section 6.3. Abatement of Lease Payments in the Event of Damage or Destruction ...........................................................14

ARTICLE VII
DISCLAIMER OF WARRANTIES; ACCESS; INDEMNIFICATION
Section 7.1. Disclaimer of Warranties ..........................................................................................................................................16

EXHIBIT C
18 -ii-
Section 7.2. Access to the Property ..............................................................................................................................................16 Section 7.3. Release and Indemnification Covenants ................................................................................................................16

ARTICLE VIII

ASSIGNMENT, SUBLEASING AND AMENDMENT
Section 8.1. Assignment by the Corporation ..............................................................................................................................17 Section 8.2. Assignment and Subleasing by the City ................................................................................................................17 Section 8.3. Amendment of Lease Agreement ...........................................................................................................................17

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES
Section 9.1. Events of Default Defined ........................................................................................................................................21 Section 9.2. Remedies on Default .................................................................................................................................................21 Section 9.3. No Remedy Exclusive ...............................................................................................................................................22 Section 9.4. Agreement to Pay Attorneys’ Fees and Expenses ................................................................................................23 Section 9.5. No Additional Waiver Implied by One Waiver ...................................................................................................23 Section 9.6. Application of Proceeds ...........................................................................................................................................23 Section 9.7. Trustee and Certificate Owners to Exercise Rights ..............................................................................................23 Section 9.8. No Right to Terminate for Corporation Default ...................................................................................................23

ARTICLE X

PREPAYMENT OF LEASE PAYMENTS
Section 10.1. Security Deposit ......................................................................................................................................................24 Section 10.2. Prepayment Option .................................................................................................................................................24 Section 10.3. Mandatory Prepayment from Net Proceeds of Insurance, Title Insurance or Eminent Domain ................25 Section 10.4. Credit for Amounts on Deposit .............................................................................................................................25

ARTICLE XI

MISCELLANEOUS
Section 11.1. Notices ......................................................................................................................................................................26 Section 11.2. Binding Effect ...........................................................................................................................................................26 Section 11.3. Severability ...............................................................................................................................................................26 Section 11.4. Net-net-net Lease ....................................................................................................................................................26 Section 11.5. Further Assurances and Corrective Instruments ...............................................................................................26 Section 11.6. Execution in Counterparts .....................................................................................................................................26 Section 11.7. Applicable Law ........................................................................................................................................................27 Section 11.8. Corporation and City Representatives .................................................................................................................27 Section 11.9. Captions ....................................................................................................................................................................27

EXHIBIT A: DESCRIPTION OF THE SITE
EXHIBIT B: DESCRIPTION OF THE FACILTY
EXHIBIT C: SCHEDULE OF LEASE PAYMENTS

EXHIBIT C
19 LEASE AGREEMENT

THIS LEASE AGREEMENT (the “Lease Agreement”), dated for convenience as of June 1, 2022, by and between the PUBLIC PROPERTY FINANCING CORPORATION OF CALIFORNIA, a nonprofit public benefit corporation organized and existing under the laws of the State of California, as lessor (the “Corporation”), and the CITY OF MARINA, a municipal corporation and general law city, duly organized and existing under and by virtue of t he laws of the State of California, as lessee (the “City”);

WITNESSETH:

WHEREAS, pursuant to that certain Site and Facility Lease, dated as of June 1, 2022 (the “Site and Facility Lease ”), the City has leased those certain parcels of real property situat ed in Monterey 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 City to finance the cost of transportation infrastructure improvements within the geographic boundaries of the City that are eligible for application of Measure X revenues (the “Project”);

WHEREAS, the Corporation proposes to lease the Property to the City 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 City, to U.S. Bank Trust Company, National Association , as trustee (the “Trustee”), pursuant to that certain Assignment Agreement, dated as of June 1, 2022, by and between the Corporation and the Trustee;

WHEREAS, pursuant to that certain Trust Agreement, dated as of June 1, 2022, by and among the City, the Corporation and the Trustee, 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 City to (a) finance the Project, and ( b) pay delivery costs incurred in connection with the execution, delivery and sale of the Certificates;

NOW, THER EFORE, 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:

EXHIBIT C
20 -2-

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, dated as of June 1, 2022 , by and among the City, the Corporation and the Trustee.

Section 1.2. Interpretation.

(a) Unless the context otherwise indicates, w ords 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,” “Se ctions” 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 City hereunder with respect to the Property, showing the Lease Payment Date and amount of each such Lease Payment.

EXHIBIT C
21 -3-

ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES

Section 2.1. Representations, Covenants and Warranties of the City. The City represents, covenants and warrants to the Corporation as follows:

(a) Due Organization and Existence . The City 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 City 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 City’s obligations under all of the aforesaid agreements .

The City has duly authorized and executed all of the aforesaid agreements and such agreements constitute the legal, valid and binding agreements of the City, enforceable against the City 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 City is now a party or by which the City 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 City, or upon the Property, except Permitted Encumbrances.

(d) Execution and Delivery . The City 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 City 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 t he 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 Corporation is now a party or by which the Corporation is bound, constitutes a default under

EXHIBIT C
22 -4-
any of the foregoing, or results in the creation or i mposition 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 City 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 City, 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 City with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto.

EXHIBIT C
23 -5-

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. Amounts required to pay Delivery Costs shall be depos ited 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 purpos e in accordance and upon compliance with Section 3.03 of the Trust Agreement.

Section 3.3. City to Act as Agent of the Corporation.

(a) Appointment of City . The Corporation hereby appoints the City as its agent to carry out all phases of the construction of the Project, and the City, 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 City, 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 a re then on deposit in the Project Fund or other available moneys of the City. The benefits of all bids received by the City for the Project shall be and shall be deemed to be assigned by the City to the Corporation.

(c) Project Description. The City, 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 City deems such changes to be necessary and appropriate.

(d) Supervision of Construction . The City, as agent of the Corporation, shall have sole responsibility for, and shall supervise construction of the Project. The City shall monitor the performance by any vendor to the extent the City deems appropriate. The City 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 City 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 City.

(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 City 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 City relating to the Project, and the City shall permit the Corporation to make such inspections thereof at all reasonable times as the City shall deem appropriate.

EXHIBIT C
24 -6-
(h) Specifications. The City agrees that it will assure that the Project will be constructed in accordance with final plans and specifications approved by the City. Upon completion of construction of the Project, the City will assure that there is filed with the Trustee a certificate executed by a City Representative and stating that such construction has been completed in accordance with specifications therefor approved by the City.

(i) Nondiscrimination. Each contract entered into between the City, 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 City 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 City 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.

EXHIBIT C
25 -7-

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 City, and the City 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 City to the Corporation pursuant to the Site and Facility Lease shall not affect or result in a merger of the City’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 May 1, 2047, unless such term is extended as hereinafter provided. If, on May 1, 2047, 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 May 1, 2057. If, prior to May 1, 2047, the Trust Agreement shall be discharged by its terms, the Term of the Lease Agreement shall thereupon end.

Section 4.3. Possession. The City 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 City 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 Pa yment 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 equa l 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 City prepays all remaining Lease Payments and all Additional Payments due under Section 4.7 hereof in full pursuant to Article X h ereof, subject to Section 4.2 hereof, the City’s obligations under this Lease Agreement shall thereupon cease and terminate including, but not limited to, the City’s obligation to pay Lease Payments under this Section 4.4; subject however, to the provisions of Section 10.1 hereof in the case of prepayment by application of a security deposit. In the event that the City optionally prepays the Lease Payments in p art 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

EXHIBIT C
26 -8-
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 City 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 City 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 City until the amount in default shall have been fully paid and the City 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.

(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 City in each Rental Period for and in consideration of the right of the use and occupancy and the continued quiet use and e njoyment 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 City and the general public.

(e) Source of Payments; Budget and Appropriation . Lease P ayments and Additional Payments shall be payable from any source of available funds of the City, subject to the provisions of Articles VI and X hereof.

The City 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 City 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 City herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease Agreement agreed to be carried out and performed by the City.

(f) Assignment. The City 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 City hereby assents to such assignment .

The Corporation hereby directs the City, and the City hereby agrees to pay to the Trustee at the Designated Corporate Trust Office , all payments payable by the City pursuant to this Section

4.4 and all amounts payable by the City pursuant to Article X hereof.

Section 4.5. Quiet Enjoyment. During the Term of the Lease Agreement, the Corporation shall provide the City with quiet use and enjoyment of the Property and the City 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 City and at the City’s cost, join in any legal action in

EXHIBIT C
27 -9-
which the City 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 City 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 City at its own expense and which may be removed without damaging the Property and except for any items added to the Property by the City pursuant to Section 5.8 hereof.

If the City 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 pa yable, 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 City to consummate any such transfer of title.

Section 4.7. Additional Payments. In addition to the Lease Payments, the City shall pay when due the following Additional Payments:

(a) Any fees and expenses incurred by the City in connection with or by reason of its leasehold estate in the Property as and when the same become due and payable.

(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 City, 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 City 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 authoriza tion, 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.

EXHIBIT C
28 -10-

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 consid eration for the rental of the Property, all improvement, repair and maintenance of the Property shall be the responsibility of the City and the City 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 City 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 City 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 City under the terms of this Lease Agreement.

The City 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 City 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 City 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 City may, at the City’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 shall notify the City 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 City shall promptly pay such taxes, assessments or charges or provide the Corporation with full security against any loss which may result from nonpayment, in form satisfactory to the Corporation. The City shall provide the Corporation 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 City shall, at its own expense, have the right to remodel the Property or to make additions, modifications and improvements to the Proper ty.

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 Proper ty, 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 City 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 City pursuant to this Section 5.2; provided that if any such lien is established and the City shall first notify the Corporation of the City’s intention to do so, the City may in good faith contest any lien filed or established again st the Property, and in such

EXHIBIT C
29 -11-
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 City.

Section 5.3. Public Liability and Property Damage Insura nce. The City 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 City and the Trustee 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 City, and may be maintained through a nonprofit public benefit corporation created for such purpose or in the form of self-insurance by the City. Said policy or policies shall provide for indemnification of said parties against direct or consequential loss or liability for damages for bodily and personal i njury, 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 inju ry 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. 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 City shall maintain, or cause to be ma intained 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 City 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 City and 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 Se ction 6.2(a) hereof . The City may not satisfy the requirements of this Section 5.4 for fire and extended coverage insurance with self-insurance.

Section 5.5. Rental Interruption Insurance. The City 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 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 City and may be maintained in whole or in part in the f orm of insurance maintained through a nonprofit, public benefit corporation created for such purpose but not in the form of self-insurance by the City.

EXHIBIT C
30 -12-

Section 5.6. Title Insurance.

(a) The City shall provide, from moneys in the Delivery Costs Fund or at its own expense, on the Closing Date, a CLTA title insurance policy in the amount of not less than the principal amount of the Certificates, insuring the City’s 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, 5.5 and 5.6 hereof shall provide that all proceeds thereunder shall be payable to the Trustee as and to the extent required hereunder, shall name the Trustee as an additional insured and shall be applied as provided in Section 6.2 hereof.

Insurance must be provided by an insurer rated “A” or bet ter by S&P or A.M. Best Company.

The City shall pay or cause to be paid when due the premiums for all insurance policies required by this Lease Agreement. All policies evidencing required i nsurance shall provide thirty (30) days’ prior written notice to the Corporation, the City and the Trustee 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 City shall cause to be delivered annually on or before each July 1 to the Trustee a certification, signed by a City Representative, stating compliance with the provisions of Section 5.3 through 5. 6 of this Lease Agreement. The Trustee shall be entitled to rely on such certification without independent investigation. The City shall have the adequacy of any insurance reserves maintained by the City or by a nonprofit public benefit corporation , if appl icable, 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 City 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 City 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 City’s Equipment. The City 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 shall remain the sole property of the City in which neither the Corporation nor the Trustee shall have any interest and may be modified or removed by the City at any time provided that the City shall repair and restore any and all damage to the Property resulting from the installation, modification or removal of any such items. Nothing in this Lease Agreement shall prevent the City 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.

EXHIBIT C
31 -13-
Section 5. 10. Liens. The City shall not, directly or indire ctly, 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 City as provided herein and Permitted Encumbrances. Except as expressly provided in this Article V, the City 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 City 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 City 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 lo an financing test of section 141(c) of the Code.

Section 5.12. Federal Guarantee Prohibition. The City 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 City 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 City shall not take, or permit or suffer to be taken by the Trustee or otherwise, any a ction 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 City shall take all actions necessary to assure the exclusion of interest with res pect 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.

EXHIBIT C
32 -14-

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 permanent ly 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 City and the Corporation, 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 City 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 City will not exercise the power of condemnation with respect to the leased property. The City further covenants a nd 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 City should fail or refuse to abide by such covenant and condemns the leased 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 City 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 City 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 6.02 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 for th in Section 6.03 of the Trust Agreement.

Section 6.3. Abatement of Lease Payments in the Event of Damage or Destruction . Lease Payments shall be abated during an y period in which, by reason of damage or destruction, there is substantial interference with the use and occupancy by the City of the Property or any

EXHIBIT C
33 -15-
portion thereof (other than any portions of the Property described in Section 5.2 hereof) to the extent to be agreed upon by the City and the Corporation and communicated by a City 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 valuatio n, 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 City 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 City 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 City shall be required to extend the Term of this Lease Agreement, as described in Section 4.2, so that amounts abated are recouped.

EXHIBIT C
34 -16-

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 CITY 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 CITY’S USE OF THE PROPERTY.

Section 7.2. Access to the Property . The City agrees that the Corporation and any Corporation Representative, and the Corporation’s successors or assigns, shall have the right at all reasonable times to enter upon and to examine and inspect the Property. The City further agrees that the Corporation, any Corporation Representative, and the Corporation’s successors or assigns, 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 City to perform its obligations hereunder.

Section 7.3. Release and Indemnification Covenants. The City 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 City, (ii) any breach or default on the part of the City in the performance of any of its obligations under this Lease Agreement or the Trust Agreement, (iii) any act or omission of the City 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 City 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 expense s 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, neglig ence or breach of duty under this Lease Agreement by the Corporation, its officers, agents, directors, employees, successors or assigns.

EXHIBIT C
35 -17-

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 City 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 City. This Lease Agreement may not be assigned by the City. The City may sublease the Property or any portion thereof, but only with the written consent of the Corporation and subject to, and delivery to the Corporation and the Trustee of a certificate as to, all of the following conditions:

(a) This Lease Agreement and the obligation of the City to m ake Lease Payments hereunder shall remain obligations of the City;

(b) The City shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to the Corporation and the Trustee a true and complete copy of such sublease;

(c) No such sublease by the City 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 City shall furnish the Corporation and the Trustee with a written o pinion 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 Agreement.

(a) Substitution of Site or Facility. The City 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 City 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 City shall file with the Corporation and the Trustee 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 City shall file with the Corporation and the Trustee 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 City shall file with the Corporation and the Trustee an amended Exhibit B to the Site and Facili ty Lease which adds thereto a description of such Substitute Facility and deletes therefrom the description of the Former Facility;

EXHIBIT C
36 -18-
(iv) If a substitution of the Facility, the City shall file with the Corporation and the Trustee an amended Exhibit B to th is Lease Agreement which adds thereto a description of such Substitute Facility and deletes therefrom the description of the Former Facility;

(v) The City shall certify in writing to the Corporation and the Trustee that such Substitute Site and/or Substitute Facility serve the purposes of the City, constitutes property that is unencumbered, subject to Permitted Encumbrances, and constitutes property which the City is permitted to lease under the laws of the State;

(vi) The City delivers to the Corporation and the Trustee a Certificate of a City Representative based on insurance values or any other reasonable basis of valuation received by the City (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 City to violate any of its covenants, representations and warranties made herein and in the Trust Agreement, as evidenced by a Certificate of a City Representative delivered to the Trustee;

(viii) The City 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 City shall certify that the Substitute Site and/or the Substitute Facility is of the same or greater essentiality to the City as was the Former Site and/or the Former Facility;

(x) The City shall provide notice of the substitution to any rating agency then rating the Certificates which rating was provided at the request of the City or the Corporation; and

(xi) The City shall furnish the Corporation and the Trustee 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 City 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 City shall satisfy all of the following requirements which are hereby declared to be conditions precedent to such release:

(i) The City 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 City 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;

(iii) The City delivers to the Corporation and the Trustee a Certificate of a City Representative based on insurance values or any other reasonable basis of valuation

EXHIBIT C
37 -19-
received by the City (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 Certifica tes 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 City to violate any of its covenants, representations and warranties made herein and in the Trust Agreement , as evidenced by a Certificate of a City Representative delivered to the Trustee;

(v) The City 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 City shall provide notice of the release to any rating agency then rating the Certificates which rating was provided at the request of the City or the Corporation.

(c) Release of Facility . The City 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 City shall satisfy all of the following requirements which are hereby declared to be conditions precedent to such release:

(i) The City shall file with the Corporation and the Trustee an amended Exhibit B to the Site and Facility Lease which describes the Facility, as revised by such release;

(ii) The City shall file with the Corporation and the Trustee an amended Exhibit B to this Lease Agreement which describes the Facility, as revised by such release;

(iii) The City delivers to the Corporation and the Trustee a Certificate of a City Representative based on insurance values or any other reasonable basis of valuation received by the City (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 City to violate any of its covenants, representations and warranties made herein and in the Trust Agreement , as evidenced by a Certificate of a City Representative delivered to the Trustee; and

(v) The City shall provide notice of the release to any rating agency then rating the Certificates which rating was provided at the request of the City or the Corporation.

(d) Generally. The Corporation and the City 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 Owners of a majority in aggregate principal amount of the Outstanding Certificates, or (ii) without the consent of any of t he 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 City 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 City;

EXHIBIT C
38 -20-
(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 City 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.

EXHIBIT C
39 -21-

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

Section 9.1. Events of Default Def ined. 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 City 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 City 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 th irty (30) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Corporation, the Trustee 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 City within the applicable period and diligently pursued until the default is corrected.

(c) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City 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 shall have the right to re -enter and re-let the Property and to terminate this Lease 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 grant ed 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 City is expressly made a condition and upon the breach thereof, the Corporation may exercise any and all rights of entry and re -entry upo n 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 express ly provided. In the event of such default and notwithstanding any re -entry by the Corporation, the City shall, as herein expressly provided, continue to remain liable for the payment of the Lease Payments and/or damages for breach of this Lease Agreement a nd 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 does not elect to terminate t his Lease Agreement in the manner hereinafter provided for in subparagraph (b) hereof, the City agrees to and shall remain

EXHIBIT C
40 -22-
liable for the payment of all Lease 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 to the end of the Term of the Lease Agreement, but said Lease 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 hereunder, notwithstanding such entry or re-entry by the Corporation or any suit in unlawful detainer, or otherwise, b rought 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 City hereby irrevocably appoints the Corporation as the agent and attorney-in-fact of the City to enter upon and re-lease the Property in the event of default by the City in the performance of any covenants herein contained to be performed by the City and to remove all personal property whatsoever situated upon the Property, to place such pr operty in storage or other suitable place within Monterey County, for the account of and at the expense of the City, and the City 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 au thorized agents in accordance with the provisions herein contained. The City 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 claim s for damages that may result from the destruction of or injury to the Property and all claims for damages to or loss of any property belonging to the City that may be in or upon the Property. The City 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 re -leasing 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 City 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 its option 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 City (and notwithstanding any re -entry upon the Property by the Corporation in any manner whatsoever or the re -leasing of the Property), the City nevertheless agrees to pay to the Corporation all costs, loss or damages howsoever arising or occurring payable at the same time and in the sam e 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 poss ession 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 City shall be or become effective by operation of law, or otherwise, unless and until the Corporation shall have given written notice to the City of the election on the part of the Corporation to terminate this Lease Agreement. The City covenants and agrees that no surre nder 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

EXHIBIT C
41 -23-
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 ha ve been assigned by the Corporation to the Trustee under the Assignment Agreement, to which assignment the City hereby consents.

Such rights and remedies shall be exercised by the Trustee 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 City 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.

EXHIBIT C
42 -24-

ARTICLE X

PREPAYMENT OF LEASE PAYMENTS

Section 10.1. Security Deposit . Notwithstanding any other provision of this Lease Agreement, the City 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 tr ust agreement as referenced in Section s 13.01(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, 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, 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, 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 City 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 City 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 , be fully sufficient to pay the portion of the Lease Payments designated in the aforesaid City Representative’s certificate.

In the event of a deposit pursuant to this Sectio n 10.1 as to all Lease Payments and the payment of all fees, expenses and indemnifications owed to the Trustee, all obligations of the City under this Lease Agreement shall cease and terminate, excepting only the obligation of the City to make, or cause to be made, all payments from the deposit made by the City pursuant to this Section 10.1 and the obligations of the City pursuant to Section 5.1 2 hereof and title to the Property shall vest in the City on the date of said deposit automatically and without further action by the City 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 City 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 City 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 City.

Section 10.2. Prepayment Option. The Corporation hereby grants an option to the City 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.

Said option may be exercised on any date, on and after April 15, ____. 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 City.

EXHIBIT C
43 -25-
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 City to the Trustee and which shall represent an adjustment to the schedule set forth in Exhibit C attached hereto taking into account said partial prepayment.

Section 10.3. Mandatory Prepayment from Net Proceeds of Insurance, Title Insurance or Eminent Domain. The City 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 City 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 City’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 City to the Trustee and which shall represent an adjustment to the schedule set forth in Exhibit C attached hereto taking into account 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 shall be credited towards the amounts then required to be so prepaid.

EXHIBIT C
44 -26-

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: Public Property Financing Corporation of California 2945 Townsgate Road, Suite 200
Westlake Village, CA 91361
Attention: Treasurer
Phone: (805) 267-7140

To the City: City of Marina
211 Hillcrest Avenue
Marina, CA 93933
Attention: City Manager
Phone: (831) 884-1224

To the Trustee: U.S. Bank Trust Company, National Association One California Street, Suite 1000
San Francisco, CA 94111
Attention: Global Corporate Trust
Phone: (415) 774-2273

The Corporation, the City and the Trustee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent.

Section 11.2. Binding Effect. This Lease Agreement shall inure to the benefit of and shall be binding upon the Corporation and the City and their respective successors and assigns.

Section 11.3. 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 11.4. Net-net-net Lease. This Lease Agreement shall be deemed and construed to be a “net-net-net lease” and the City hereby agrees that the Lease Payments shall be an absolute net return to the Corporation, free and clear of any expenses, charges or set-offs whatsoever.

Section 11.5. Third Party Beneficiary. The Trustee is hereby made a third party beneficiary hereunder with all rights of a third party beneficiary.

Section 11.6. Further Assurances and Corrective Instruments . The Corporation and the City 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 d escription of the Property hereby leased or intended so to be or for carrying out the expressed intentions of this Lease Agreement.

Section 11. 7. Execution in Counterparts . This Lease Agreement may be e xecuted 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 e ffective execution and delivery of this

EXHIBIT C
45 -27-
Lease Agreement to the parties hereto and may be used in lieu of the original Lease Agreement and signature pages for all purposes.

Section 11.8. Applicable Law. This Lease Agreement shall be governed by and construed in accordance with the laws of the State.

Section 11.9. Corporation and City Representatives. Whenever under the provisions of this Lease Agreement the approval of the Corporation or the City is required, or the Corporation or the City 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 City by a City Representative, and each party hereto shall be authorized to rely upon any such approval or request.

Section 11. 10. 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]

EXHIBIT C
46 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 City has caused this Lease Agreement to be executed in its name by its duly authorized officers, as of the date first above written.

PUBLIC PROPERTY FINANCING

CORPORATION OF CALIFORNIA

By
Stefan A. Morton
Treasurer

CITY OF MARINA

By
Name
Title

EXHIBIT C
47 Exhibit A

EXHIBIT A

DESCRIPTION OF THE SITE

The land referred to herein is situated in the State of California, County of Monterey and described as follows:

The land referred to herein is situated in the State of California, County of Monterey and described as follows:

A portion of Lots 41 and 42 as shown on that map entitled "Locke -Paddon Company's Bayside Subdivision of Monterey City Lands" filed February 8, 1916 in Volume 2 of Maps and Ranches (Outside Lands) at Page 15, records of Monterey County California, also being a portion of that property described in that Deed to the Monterey Peninsula Regional Park District, a public entity, recorded April 25, 1991 in Reel 2634 of Official Records of Monterey County, California at Page 348, situate in the City of Marina, County of Monterey, State of California, being more particularly described as follows:

Beginning at the Intersection of the Southerly sideline of Seaside Circle (shown on map as Seaside Avenue, 40 feet wide) with the Westerly sideline of Marina Drive (30 feet wide) as shown on said map; thence from said point of beginning,

1) along the westerly side line of Marina Drive the following six courses, 87.39 feet along the arc of a curve to the left describer from a radius point which bears South 79° 10' 01" East, 1455.17 feet, through a central angle of 3° 26' 27", thence,

2) 10.56 feet along the arc of a curve to the left described from a radius point which bears South 82° 36' 28" East, 1512.47 feet, through a central angle of 0° 24' 00", thence

3) 31.47 feet along the arc of a curve to the left described from a radius point which bears South 83° 00' 28" East, 1717.09 feet, through a central angle of 1° 03' 00", thence

4) 31.26 feet along the arc of a curve to the left described from a radius point which bears South 84° 03' 28" East, 1989.91 feet, through a central angle of 0° 54' 00", thence

5) 31.05 feet along the arc of a curve to the left described from a radius point which bears South 84° 57' 28" East, 2371.88 feet, through a central angle of 0° 45' 00", thence

6) 24.34 feet along the arc of a curve to the left described from a radius point which bears South 85° 42' 27" East, 2944.83 feet, through a central angle of 0° 28' 25" to the intersection with the southeasterly line of said Lot 42; thence

7) along said southeasterly line of said Lot 42, South 36° 17' 00" West, 340 feet; thence

8) leaving said southeasterly line, North 53° 43' 00" West, 112.65 feet; thence

9) North 6° 15' 27" West, 384.59 feet to a point on the said southerly line of Seaside Circle, thence,

10) along the southerly line of Seaside Circle, North 83° 44" 33" East, 362.04 feet to said point of beginning.

APN: 033-121-009

EXHIBIT C
48 Exhibit B

EXHIBIT B

DESCRIPTION OF THE FACILITY

The Facility is the City of Marina Public Library, an 18,000 square foot, wood framed facility, built in 2007 and located on the Site at 190 Seaside Circle in the City. The library provides the following services: (1) books, talking books on CD, DVDs and magazines for all ages, (2) n ewspapers: Monterey County Herald, Salinas Californian, Korea Times, New York Times, (3) materials in English, Spanish, Korean and Vietnamese, (4) E-Books and E-Audio, (5) public computers with Internet, Microsoft Office, fax, scan, print, and copy, (6) public meeting rooms(s) reservation at the library front desk and online, (7) access to Westlaw, (8) two study rooms, (9) a homework Center, (10) a veterans resource center, (11) free wireless internet, (12) programs and events for children and adults, and (13) a telescope. The current insured value of the library, excluding the land value, is $11,270,920.

EXHIBIT C
49 Exhibit C

EXHIBIT C

SCHEDULE OF LEASE PAYMENTS

Lease Total Annual
Payment Principal Interest Lease Lease
Date Component Component Payment Payments
10/15/2022
4/15/2023
10/15/2023
4/15/2024
10/15/2024
4/15/2025
10/15/2025
4/15/2026
10/15/2026
4/15/2027
10/15/2027
4/15/2028
10/15/2028
4/15/2029
10/15/2022
4/15/2030
10/15/2030
4/15/2031
10/15/2031
4/15/2032
10/15/2032
4/15/2033
10/15/2033
4/15/2034
10/15/2034
4/15/2035
10/15/2035
4/15/2036
10/15/2036
4/15/2037
10/15/2037
4/15/2038
10/15/2038
4/15/2039
10/15/2039
4/15/2040
10/15/2040
4/15/2041
10/15/2041
4/15/2042
10/15/2042
4/15/2043
10/15/2043
4/15/2044
10/15/2044
4/15/2045
10/15/2045
4/15/2046
10/15/2046
4/15/2047
Total s

EXHIBIT C
50 Quint & Thimmig LLP 03/11/22
03/31/22
13072.01
`

TRUST AGREEMENT
Dated as of June 1, 2022
by and among
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, the

PUBLIC PROPERTY FINANCING CORPORATION OF CALIFORNIA
and the

CITY OF MARINA
(2022 Transportation Infrastructure Financing Project)

EXHIBIT D
51 -i-

TABLE 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 ......................................................................................................................................................7

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 .............................................................................................................11 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 .........................................................................................................14 Section 5.02. Establishment of Lease Payment Fund ................................................................................................................14 Section 5.03. Deposits ....................................................................................................................................................................14 Section 5.04. Application of Moneys ...........................................................................................................................................14 Section 5.05. Surplus ......................................................................................................................................................................14

ARTICLE VI
INSURANCE AND CONDEMNATION FUND; INSURANCE; EMINENT DOMAIN; TITLE INSURANCE Section 6.01. Establishment of Insurance and Condemnation Fund; Application of Net Proceeds of Insurance Award ..............................................................................................................................................................15 Section 6.02. Application of Net Proceeds of Eminent Domain Award ................................................................................16 Section 6.03. Application of Net Proceeds of Title Insurance Award ....................................................................................16 Section 6.04. Cooperation ..............................................................................................................................................................16

EXHIBIT D
52 -ii-

ARTICLE VII
MONEYS IN FUNDS; INVESTMENT
Section 7.01. Held in Trust ............................................................................................................................................................18 Section 7.02. Investments Authorized .........................................................................................................................................18 Section 7.03. Accounting ...............................................................................................................................................................18 Section 7.04. Allocation of Earnings ............................................................................................................................................19 Section 7.05. Acquisition, Disposition and Valuation of Investments ...................................................................................19

ARTICLE VIII

THE TRUSTEE
Section 8.01. Appointment of Trustee .........................................................................................................................................20 Section 8.02. Acceptance of Trusts ...............................................................................................................................................20 Section 8.03. Fees, Charges and Expenses of Trustee ...............................................................................................................24 Section 8.04. Notice to Certificate Owners of Default ...............................................................................................................25 Section 8.05. Intervention by Trustee ..........................................................................................................................................25 Section 8.06. Removal of Trustee .................................................................................................................................................25 Section 8.07. Resignation by Trustee ...........................................................................................................................................25 Section 8.08. Appointment of Successor Trustee .......................................................................................................................25 Section 8.09. Merger or Consolidation ........................................................................................................................................25 Section 8.10. Concerning any Successor Trustee .......................................................................................................................26

ARTICLE IX

MODIFICATION OR AMENDMENT OF AGREEMENTS
Section 9.01. Amendments Permitted .........................................................................................................................................27 Section 9.02. Procedure for Amendment with Written Consent of Certificate Owners ......................................................27 Section 9.03. Disqualified Certificates .........................................................................................................................................28 Section 9.04. Effect of Supplemental Agreement .......................................................................................................................28 Section 9.05. Endorsement or Replacement of Certificates Delivered After Amendments ................................................29 Section 9.06. Amendatory Endorsement of Certificates ...........................................................................................................29

ARTICLE X

COVENANTS
Section 10.01. Compliance with and Enforcement of Lease Agreement ................................................................................30 Section 10.02. Observance of Laws and Regulations ................................................................................................................30 Section 10.03. Prosecution and Defense of Suits ........................................................................................................................30 Section 10.04. Recordation and Filing .........................................................................................................................................30 Section 10.05. Budgets ...................................................................................................................................................................30 Section 10.06. Further Assurances ...............................................................................................................................................31 Section 10.07. Satisfaction of Conditions Precedent ..................................................................................................................31 Section 10.08. Continuing Disclosure ..........................................................................................................................................31

ARTICLE XI

LIMITATION OF LIABILITY
Section 11.01. Limited Liability of City .......................................................................................................................................32 Section 11.02. No Liability of City or Corporation for Trustee Performance ........................................................................32 Section 11.03. Indemnification of Trustee ...................................................................................................................................32 Section 11.04. Limitation of Rights to Parties and Certificate Owners ...................................................................................33

ARTICLE XII

EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE OWNERS
Section 12.01. Assignment of Rights ............................................................................................................................................34 Section 12.02. Remedies ................................................................................................................................................................34 Section 12.03. Application of Funds ............................................................................................................................................34 Section 12.04. Institution of Legal Proceedings .........................................................................................................................34 Section 12.05. Non-waiver ............................................................................................................................................................35 Section 12.06. Remedies Not Exclusive. ......................................................................................................................................35 Section 12.07. Power of Trustee to Control Proceedings ..........................................................................................................35 Section 12.08. Limitation on Certificate Owners’ Right to Sue ................................................................................................35 Section 12.09. Parties Interested Herein ......................................................................................................................................36

EXHIBIT D
53 -iii-

ARTICLE XIII

MISCELLANEOUS
Section 13.01. Defeasance ..............................................................................................................................................................37 Section 13.02. Records ...................................................................................................................................................................37 Section 13.03. Notices ....................................................................................................................................................................37 Section 13.04. Governing Law ......................................................................................................................................................38 Section 13.05. Binding Effect; Successors ....................................................................................................................................38 Section 13.06. Execution in Counterparts ...................................................................................................................................38 Section 13.07. Destruction of Canceled Certificates ..................................................................................................................38 Section 13.08. Headings .................................................................................................................................................................38 Section 13.09. Waiver of Notice ....................................................................................................................................................39 Section 13.10. Payments Due on Other than Business Day .....................................................................................................39 Section 13.11. Payment of Unclaimed Moneys ..........................................................................................................................39 Section 13.12. U.S.A. Patriot Act ..................................................................................................................................................39 Section 13.13. Waiver of Jury Trial ..............................................................................................................................................39 Section 13.12. Separability of Invalid Provisions .......................................................................................................................39

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

EXHIBIT D
54 TRUST AGREEMENT

THIS TRUST AGREEMENT, dated as of June 1, 2022, 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 PUBLIC PROPERTY FINANCING CORPORATION OF CALIFORNIA , a nonprofit public benefit corporation organized and existing under the laws of the State of California (the “Corporation”), and the CITY OF MARINA, a municipal corporation and general law city , organized and existing under the laws of the State of California (the “City”);

WITNESSETH:

WHEREAS, the City 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 City and the City 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 City to finance the cost of transportation infrastructure improvements within the geographic boundaries of the City that are eligible for application of Measure X revenues (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 City 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 City to (a) finance the Project, and ( b) pay delivery 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:

EXHIBIT D
55 -2-

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 express ed 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

EXHIBIT D
56 -3-

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 Paym ent 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 b e payable from such Interest Payment Date; or (iii) it is executed on or before October 15, 2022, 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 (May 1) Amount Rate (May 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 da te of maturity or redemption, whichever is

EXHIBIT D
57 -4-
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 Interest Payment Date. The portion of Lease Payments designated as interest with respect to any Certificate shall be computed by multiplying the portion of Lease Payments designated as principal with respect to such Certificate by the rate of interest applicable to such Certificate (on the basis of a 360-day year of twelve 30-day months).

Section 2.05. Forms. The Certificates shall be delivered in the form of fully registered Certificates without coupons in the denomination of $5,000 or any integral multiple thereof. The Certificates shall be numbered consecutively, beginning with R -1. The Certificates shall be substantially in the form set forth in Exhibit B attached hereto and by this reference incorporated herein.

Section 2.06. Execution. The Certificates shall be executed by and in the name of the Trustee by the manual signature of an authorized officer or signatory of the Trustee. If any officer or signatory whose signature appears on any Certificate ceases to be such officer or signatory before the date of delivery of said Certificate, such signature shall nevertheless be as effective as if the officer or signatory had remained in office until such date.

Section 2.07. Application of Proceeds.

(a) The net proceeds received by the Trustee from the sale of the Certificates in the aggregate amount of $____________, being the face amount of the Certificates ($______), less an underwriter’s discount of $_________, plus a n et original issue premium of $__________, shall forthwith be deposited by the Trustee in a temporary fund called the Proceeds Fund which the Trustee shall establish, maintain and hold in trust, and whic h shall be disbursed in full on the Closing Date (whereupon said temporary fund shall be closed) in the following respective funds:

(i) The Trustee shall deposit in the Delivery Costs Fund an amount equal to $_________, and

(ii) The Trustee shall deposit in the Project Fund an amount equal to $_________.

(b) The Trustee may create additional accounts and subaccounts in any of the funds created under this Indenture as the Trustee may deem appropriate for the purpose of fulfillin g its obligations hereunder.

Section 2.08. Transfer and Exchange.

(a) Transfer of Certificates. The registration of any Certificate may, in accordance with its terms, be transferred upon the Registration Boo ks by the person in whose name it is registered, in person or by his attorney duly authorized in writing upon surrender of such Certificate for cancellation at the Designated Corporate Trust Office, accompanied by delivery of a written instrument of transf er in a form approved by the Trustee, duly executed. Whenever any Certificate or Certificates shall be surrendered for registration of transfer, the Trustee shall execute and deliver a new Certificate or Certificates for like aggregate principal amount in authorized denominations. The City shall pay any costs of the Trustee incurred in connection with such transfer, except that the Trustee may require the payment by the Certificate Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. The Trustee shall not be required to transfer (i) any Certificates or portion thereof during the period between the date fifteen (15) days prior to the date of selection

EXHIBIT D
58 -5-
of Certificates for redemption and such date of selection, or (ii) any Certificates selected for redemption.

(b) Exchange of Certificates. Certificates may be exchanged, upon surrender thereof, at the Designated Corporate Trust Office for a like aggregate principal amount of Certificates of oth er authorized denominations of the same maturity. Whenever any Certificate or Certificates shall be surrendered for exchange, the Trustee shall execute and deliver a new Certificate or Certificates for like aggregate principal amount in authorized denomina tions. The City shall pay any costs of the Trustee incurred in connection with such exchange, except that the Trustee may require the payment by the Certificate Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. The Trustee shall not be required to exchange (i) any Certificate or any portion thereof during the period between the date fifteen (15) days prior to the date of selection of Certificates for redemption and such date of selection, or (ii) any Certificate selected for redemption.

(c) Information to Trustee. Prior to any transfer of the Certificates outside the book -entry system (including, but not limited to, the initial transfer outside the book -entry system), the transferor s hall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under section 6045 of the Code. The Trustee shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.09. Certificates Mutilated, Lost, Destroyed or Stolen . If any Certificate shall become mutilated, the Trustee, at the expense of the Owner of said Certificate, shall execute and deliver a new Certificate of like tenor, maturity and amount in exchange and substitution for the Certificate so mutilated, but only upon surrender to the Trustee of the Certificate so mutilated. Every mutilated Certificate so surrendered to the Trustee shall be canceled by it and destroyed with a certificate of destruction furnished to the City, upon its request . If any Certificate shall be lost, destroyed or stolen, evidence of such loss, destruction or theft shall be submitted to the Trustee, and, if such evidence is satisfactory to the Trustee and if an indemnity satisfactory to the Trustee sh all be given, the Trustee, at the expense of the Certificate Owner, shall execute and deliver a new Certificate of like tenor, maturity and amount and numbered as the Trustee shall determine in lieu of and in substitution for the Certificate so lost, destr oyed or stolen. The Trustee may require payment by the City of the expenses which may be incurred by the Trustee in carrying out the duties under this Section 2.09. Any Certificate executed and delivered under the provisions of this Section 2.09 in lieu of any Certificate alleged to be lost, destroyed or stolen shall be equally and fractionally entitled to the benefits of this Trust Agreement with all other Certificates secured by this Trust Agreement. The Trustee shall not be required to treat both the ori ginal Certificate and any replacement Certificate as being Outstanding for the purpose of determining the principal amount of Certificates which may be executed and delivered hereunder or for the purpose of determining any percentage of Certificates Outstanding hereunder, but both the original and replacement Certificate shall be treated as one and the same. Notwithstanding any other provision of this Section 2.09, in lieu of delivering a new Certificate to replace a Certificate which has been mutilated, lo st, destroyed or stolen, and which has matured or has been called for redemption, the Trustee may make payment with respect to such Certificate upon receipt of the aforementioned indemnity.

Section 2.10. Payment. Payment of interest due with respect to any Certificate on any Interest Payment Date shall be made to the person appearing on the Registration Books as the Owner thereof as of the Regular Record Date immediately preceding such Interest Payment Date, such interest to be paid by check mailed on the Interest Payment Date by first class mail to such Owner at his address as it appears on the Registration Books as of such Regular Record

EXHIBIT D
59 -6-
Date or, upon written request filed with the Trustee prior to the Regular R ecord Date by an 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 such Owner in such written request. Any such written request shall remain in effect until rescinded in writing by the Owner. The principal and redemption price with respect to the Certificates at maturity or upon prior redemption shall be payable by check denominated in lawful money of the United States of America upon surrender of the Certificates at the Designated Corporate Trust Office.

Section 2.11. Execution of Documents and Proof of Ownership . Any request, direction, consent, revocation of conse nt, or other instrument in writing required or permitted by this Trust Agreement to be signed or executed by Certificate Owners may be in any number of concurrent instruments of similar tenor, and may be signed or executed by such Owners in person or by th eir attorneys or agents appointed by an instrument in writing for that purpose, or by any bank, trust company or other depository for such Certificates. Proof of the execution of any such instrument, or of any instrument appointing any such attorney or agent, and of the ownership of Certificates shall be sufficient for any purpose of this Trust Agreement (except as otherwise herein provided), if made in the following manner:

(a) The fact and date of the execution by any Owner or his attorney or agent of an y such instrument and of any instrument appointing any such attorney or agent, may be proved by a certificate, which need not be acknowledged or verified, of an officer of any bank or trust company located within the United States of America, or of any notary public, or other officer authorized to take acknowledgments of deeds to be recorded in such jurisdictions, stating that the persons signing such instruments acknowledged before him the execution thereof. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such certificate shall also constitute sufficient proof of his authority.

(b) The fact of the ownership of Certificates by any pers on and the amount, the maturity and the numbers of such Certificates and the date of his holding the same shall be proved by the Registration Books.

Any request or consent of the Owner of any Certificate shall bind every future Owner of the same Certificate in respect of anything done or suffered to be done by the Trustee pursuant to such request or consent.

Section 2.12. Registration Books. The Trustee shall keep or cause to be kept, at its Designated Corporate Trust Office , sufficient records for the registration and registration of transfer of the Certificates, which shall at all reasonable times be open to inspection by the City and the Corporation during regular business hours on any Business Day with reason able prior notice; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on the Registration Books, Certificates as hereinbefore provided.

Section 2.13. CUSIP Numbers. The Trustee, the City and the Corporation shall not be liable for any defect or inaccuracy in the CUSIP number that appears on any Certificate or in any redemption notice. The Trus tee may, in its discretion, include in any redemption notice a statement to the effect that the CUSIP numbers on the Certificates have been assigned by an independent service and are included in such notice solely for the convenience of the Owners and that neither the Trustee, the City nor the Corporation shall be liable for any inaccuracies in such numbers.

EXHIBIT D
60 -7-
Section 2.14. Use of Depository. Notwithstanding any provision of this Trust Agreement to the contrary:

(a) The Certificates shall be initially executed, delivered and registered in the name of “Cede & Co.,” as nominee of The Depository Trust Company, the depository designated by the Original Purchaser, and shall be evidenced by one Certificate ma turing on each of the maturity dates set forth in Section 2.03 hereof to be in a denomination corresponding to the total principal therein designated to mature on such date. Registered ownership of such Certificates, or any portions thereof, may not thereafter be transferred except:

(i) to any successor of The Depository Trust Company or its nominee, or of any substitute depository designated pursuant to paragraph (ii) of this subsection (a) (“substitute depository”); provided that any successor of The Dep ository Trust Company or substitute depository shall be qualified under any applicable laws to provide the service proposed to be provided by it;

(ii) to any substitute depository designated in a written request of the City, upon (A) the resignation of Th e Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository or (B) a determination by the City that The Depository Trust Company or its successor is no longer able to carry out its functions as depository; provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or

(iii) to any person as provided below, upon (A) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository or (B) a determination by the City that The Depository Trust Company or its successor is no longer able to carry out its functions as depository; provided that no substitute depository which is not objected to by the City and the Trustee can be obtained.

(b) In the case of any transfer pursuant to paragraph (i) or p aragraph (ii) of subsection (a) of this Section 2.14, upon receipt of all Outstanding Certificates by the Trustee, together with a written request of a City Representative to the Trustee, a single new Certificate shall be executed and delivered for each maturity of such Certificate then outstanding, registered in the name of such successor or such substitute depository or their nominees, as the case may be, all as specified in such written request of a City Representative. In the case of any transfer pursuant to paragraph (iii) of subsection (a) of this Section 2.14, upon receipt of all Outstanding Certificates by the Trustee together with a written request of a City Representative, new Certificates shall be executed and delivered in such denominations and r egistered in the names of such persons as are requested in a written request of the City provided the Trustee shall not be required to deliver such new Certificates within a period less than sixty (60) days from the date of receipt of such a written request of a City Representative.

(c) In the case of partial redemption or an advance refunding of any Certificates evidencing all of the principal maturing in a particular year, The Depository Trust Company shall, at the City’s expense, deliver the Certificate s to the Trustee for cancellation and re - registration to reflect the amounts of such reduction in principal.

(d) The City and the Trustee shall be entitled to treat the person in whose name any Certificate is registered as the absolute Owner thereof for a ll purposes of this Trust Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the City and the City and the Trustee shall have no responsibility for the accuracy of any

EXHIBIT D
61 -8-
records maintained by DTC or any participant in DTC or transmitting payments to, communication with, notifying or otherwise dealing with any beneficial owners of the Certificates. Neither the City nor the Trustee will have any responsibility or obligations, legal or otherwise, to the benef icial owners or to any other party including The Depository Trust Company or its successor (or substitute depository or its successor), except for the registered owner of any Certificate.

(e) So long as all outstanding Certificates are registered in the n ame of Cede & Co. or its registered assign, the City and the Trustee shall reasonably cooperate with Cede & Co., as sole registered Owner, or its registered assign in effecting payment of the principal and interest due with respect to the Certificates by a rranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due, in accordance with the Letter of Representations between DTC and the City.

(f) So long as all Outstanding Certificates are registered in the name of Cede & Co. or its registered assigns (hereinafter, for purposes of this paragraph (f), the “Owner”):

(i) All notices and payments addressed to the Owners shall contain the Certificates’ CUSIP number.

(ii) Notices to the Owner shall be forwarded in the manner set forth in the form of DTC’s standard form blanket issuer letter of representations executed by the City and received and accepted by DTC.

EXHIBIT D
62 -9-

ARTICLE III

ESTABLISHMENT AND DISBURSEMENT OF DELIVERY COSTS FUND AND

THE PROJECT FUND

Section 3.01. Delivery Costs Fund. The Trustee shall establish a special fund designated as the “Delivery Costs Fund;” shall keep such fund separate and apart from all other funds and moneys held by it; and shall administer such fund as provided herein. There shall be deposited in the Delivery Costs Fund the proceeds of sale of the Certificates required to be deposited therein pursuant to Sectio n 2.07(a)(i) hereof and any other funds from time to time deposited with the Trustee for such purpose and identified in writing to the Trustee.

Section 3.02. Payment of Delivery Costs. The moneys in the Delivery Costs Fund shall be disbursed by the Trustee to pay the Delivery Costs.

(a) The Trustee shall disburse moneys in the Delivery Costs Fund only upon a receipt of a sequentially numbered requisition, signed by a City Representative, setting forth the amounts to be disbursed for payment or reimbursement of Delivery Costs and the name and address of the person or persons to whom said amounts are to be disbursed, stating that the amounts to be disbursed are for Delivery Costs properly chargeable to the Delivery Costs Fund.

(b) The Trustee shall be responsible for the safekeeping and investment (in accordance with Section 7. 02 hereof) of the moneys held in the Delivery Costs Fund and the payment thereof in accordance with this Section 3.02, but the Trustee shall not be responsible for the truth or accuracy of such requisitions, may rely conclusively thereon and shall be under no duty to investigate or verify any statements made therein.

(c) Upon written notice from a City Representative that all Delivery Costs have been paid, but in no event later than September 2, 2022, the Trustee shall transfer any moneys then remaining in the Delivery Costs Fund to the Project Fund and applied for the purposes thereof, the Delivery Costs Fund shall be closed, the Trustee shall no longer be obligated to make payments for Delivery Costs and all further Delivery Costs shall be paid by the City.

Section 3.03. Project Fund. The Trustee shall establish a special fund designated as the “Project Fund,” shall keep such fund separate and apart from all other funds and moneys held by it; and shall administer such fund as provided herein. There shall be deposited in th e Project Fund from the proceeds of the Certificates the amount required to be deposited therein pursuant to Section 2.07 (a)(ii) hereof, together with any other amounts from time to time deposited with the Trustee for such purpose as may be identified in writing to the Trustee.

Section 3.04. Payment of Project Costs. Amounts in the Project Fund shall be disbursed for Project Costs. Disbursements from the Project Fund shall be made by the Trustee upon receipt of a sequentially numbered requisition requesting disbursement executed by a City Representative. Each such requisition shall:

(a) set forth the amounts to be disbursed for payment or reimbursement of previous payments of Project Costs and the person or persons to whom said amounts are to be disbursed;

(b) state that the amounts to be disbursed constitute Project Costs, that said amounts are required to be disbursed pursuant to a contract entered into therefor by or on behalf of the City, or were necess arily and reasonably incurred, and that said amounts are not being paid in advance of the time, if any, fixed for payment;

EXHIBIT D
63 -10-

(c) state that no amount set forth in the requisition was included in any requisition requesting disbursement previously filed with the Trustee pursuant to this Section 3.04; and

(d) state that there has been compliance with Section 5. 11 of the Lease Agreement relating to the private use limitation and the private loan limitation.

The Trustee shall be responsible for the safekeeping and investment (in accordance with Section 7. 02 hereof) of the moneys held in the Project Fund and the payment thereof in accordance with this Section 3.04, but the Trustee shall not be responsible for the truth or accuracy of such requisitions, may rely conclusively thereon and shall be under no duty to investigate or verify any statements made therein.

Upon the filing with the Trustee of a Written Certificate of the City stating that the Project has been completed, the Trustee shall withdraw any remaining amounts then on deposit in the Project Fund and, at the direction of the City, either (i) transfer such amounts to the Lease Payment Fund and applied to the payment of interest with respect to the Certificates , or (ii) apply such amount to the redemption of Certificate in accordance with the Trust Agreement and, in either case, the Project Fund shall be closed and the Trustee shall no longer be obligated to make payments for Project Costs.

EXHIBIT D
64 -11-

ARTICLE IV

REDEMPTION OF CERTIFICATES

Section 4.01. Redemption.

(a) Optional Redemption . The Certificates maturing on or before May 1, ____, are not subject to optional redemption prior t o maturity. The Certificates maturing on and after May 1, ____, are subject to optional redemption in whole or in part on any date in such order of maturity as shall be designated by the City (or, if the City shall fail to so designate the order of redemption, in pro rata among maturities) and by lot within a maturity, on or after May 1, ____, at a redemption price equal to the principal amount of the Certificates to be redeemed , together with accrued interest, without premium, to the date fixed for redemption, from the proceeds of the optional prepayment of Lease Payments made by the City pursuant to the Lease Agreement.

(b) Redemption from Net Proceeds of Insurance, Title Insurance, Condemnation or Eminent Domain Award. The Certificates are subject to mandatory redemption in whole or in part on any date from the Net Proceeds of an insurance, title insurance, condemnation, or eminent domain award to the extent credited towards th e prepayment of the Lease Payments by the City pursuant to Section 10.3 of the Lease Agreement, 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.

(c) Mandatory Redemption. The Certificates maturing on May 1, ____, are subject to mandatory redemption in part on May 1, ____, and on each May 1 thereafter, to and including May 1, ____, from the principal components of scheduled Lease Payments required to be paid by the City pursuant to Section 4.4 of 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
(May 1) Certificates to be Redeemed

†Maturity.

In the event that the Trustee shall redeem Certificates in part but not in whole pursuant to subsections (a) or (b) of this Section 4.01, the amount of the Certificates to be redeemed in each subsequent year pursuant to this subsection (c) shall be reduced to correspond to the principal components of the Lease Payments prevailing following such redemption as determined pursuant to Section 4.4 of the Lease Agreement. The City shall provide the Trustee with a revised sinking fund schedule giving effect to such redemption.

Section 4.02. Selection of Certificates for Redemption . Whenever provision is made in this Trust Agreement for the redemption of Certificates and less than all Outstanding Certificates within a maturity are to be redeemed, Certificates of that maturity shall be selected for redemption in accordance with the rules of the Securities Depositories. For the purposes of

EXHIBIT D
65 -12-
such selection, Certificates shall be deemed to be composed of $5,000 portions and any such portion may be separately redeemed.

Section 4.03. Notice of Redemption . The City shall be required to give the Trustee written notice of its intention to redeem Certificates at least thirty ( 30) days prior to the date fixed for redemption unless the Trustee otherwise agrees to a shorter period for such notice.

Unless waived in writing by any Owner of a Certificate to be redeemed, notice of any such redemption shall be given by the Trustee on behalf and at the expense of the City, by mailing a copy of a redemption notice by first class mail, postage prepaid, at least twenty (20) days and not more than sixty (60) days prior to the date fixed for redemption to such Owner of the Certificate or Certificates to be redeemed at the address shown on the Registration Books maintained by the Trustee or at such other address as is furnished in writing by such Owner to the Trustee; provided, however, that neither the failure to receive such notice nor any defect in any notice shall affect the sufficiency of the proceedings for the redemption of the Certificates.

All notices of redemption shall be dated and shall state: (i) the redemption date; (ii) the redemption price; (iii) if less than all Outstanding Certificates of a maturity are to be redeemed, the Certificate numbers (and, in the case of partial redemption, the respective principal amounts) of the Certificates to be redeemed; (iv) that on the redemption date the redemption price will become due and payable upon each such Certificate or portion thereof called for redemption and that interest with respect ther eto shall cease to accrue from and after said date; (v) the place where such Certificates are to be surrendered for payment of the redemption price, which place of payment shall be the Designated Corporate Trust Office; (vi) the CUSIP numbers of all Certif icates being redeemed; (vii) the original date of execution and delivery of the Certificates; (viii) the rate of interest payable with respect to each maturity of Certificates being redeemed; (ix) the maturity date of each Certificate being redeemed; and ( x) any other descriptive information needed to identify accurately the Certificates being redeemed.

Notwithstanding the foregoing, in the case of any optional redemption of the Certificates under Section 4.01(a), 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 this Trust Agreement.

Notice of redemption having been given as aforesaid and the deposit of the redemption price having been made by the City, 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 interest with respect to such Certificates or portions of Certificates shall cease to be payable. Upon surrender of such Certificates for redemption in accordance with said notice, such Certificates shall be paid by the Trustee at the redemption price. Upon the payment of the redemption price of Certificates being redeemed, each check or ot her transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Certificates being redeemed with the proceeds of such check or other transfer, to the extent possible. Installments of interest due on or prio r to the redemption date shall be payable as herein provided for payment of interest. All Certificates

EXHIBIT D
66 -13-
which have been redeemed shall be canceled by the Trustee, shall not be redelivered and shall be destroyed pursuant to Section 13.07.

In addition to the foregoing notice to the Owners, notice shall also be given by the Trustee, by telecopy or other electronic transmission , registered, certified or overnight mail, to all Securities Depositories and to an Information Service which shall state the informatio n set forth above, but no defect in said notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption.

The Trustee shall have no responsibility for a defect in the CUSIP num ber that appears on any Certificate or in the redemption notice. The redemption notice may provide that the CUSIP numbers have been assigned by an independent service and are included in the notice solely for the convenience of Certificate Owners and that the Trustee and the City shall not be liable in any way for inaccuracies in said numbers.

Section 4.04. Partial Redemption of Certificate . Upon surrender of any Certificate redeemed in part only, the Trustee shall execute and deliver to the Owner thereof a new Certificate or Certificates of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Certificate surrendered and of the same interest rate and the same maturity.

Section 4.05. Purchase of Certificates. In lieu of redemption of Certificates as provided in this Article IV, amounts held by the Trustee for such redemption may also be used on any Interest Payment Date, upon receipt by the Trustee at least ninety (90) days prior to the next scheduled Interest Payment Date of the written request of a City Representative, for the purchase of Certificates at public or private sale as and when and at such prices (including brokerage, accrued interest and other charges) as the City may in its discretion direct. Such purchases may be effected through the investment department of the Trustee or of an affiliate of the Trustee. The aggregate principal amount of Certificates of the same maturity purchased in lieu of redemption pursuant to this Section 4.05 shall not exceed the aggregate principal amount of Certificates of such maturity which would otherwise be subject to such redemption.

Remaining moneys, if any, shall be deposited in the Lease Payment Fund. All Certificates purchased in lieu of redemption shall be canceled by the Trustee.

EXHIBIT D
67 -14-

ARTICLE V

LEASE PAYMENTS; LEASE PAYMENT FUND

Section 5.01. Assignment of Rights in Lease Agreement. The Corporation has, in the Assignment Agreement, transferred, assigned and set over to the Trustee certain of its rights but none of it s obligations set forth in the Lease Agreement, including but not limited to all of the Corporation’s rights to receive and collect Lease Payments and all other amounts required to be deposited in the Lease Payment Fund pursuant to the Lease Agreement or pursuant hereto. All Lease Payments and such other amounts to which the Corporation may at any time be entitled shall be paid directly to the Trustee and all of the Lease Payments collected or received by the Corporation shall be deemed to be held and to ha ve been collected or received by the Corporation as the agent of the Trustee, and if received by the Corporation at any time shall be deposited by the Corporation with the Trustee within one Business Day after the receipt thereof, and all such Lease Payments and such other amounts shall be forthwith deposited by the Trustee upon the receipt thereof in the Lease Payment Fund (except as provided in Section

6.04 hereof).

Section 5.02. Establishment of Lease Payment Fund. The Trustee shall establish a special fund designated as the “Lease Payment Fund.” All moneys at any time deposited by the Trustee in the Lease Payment Fund shall be held by the Trustee in trust for the benefit of the Owners of the C ertificates. So long as any Certificates are Outstanding, neither the City nor the Corporation shall have any beneficial right or interest in the Lease Payment Fund or the moneys deposited therein, except only as provided in this Trust Agreement, and such moneys shall be used and applied by the Trustee as hereinafter set forth.

Section 5.03. Deposits. There shall be deposited in the Lease Payment Fund all Lease Payments received by the Trustee (except as provided in Section 6. 04 hereof), including any moneys received by the Trustee for deposit therein pursuant to Sections 4.01, 5.01 or Article VI hereof, or Article IX of the Lease Agreement, and any other moneys required to be deposited therein pursuant to the Lease Agreement or pursuant to this Trust Agreement.

Section 5.04. Application of Moneys . Subject to Section 12.03 hereof, all amounts in the Lease Payment Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal and interest with respect to the Certificates as the same shall become due and payable in accordance with the provisions of Article II and Article IV hereof.

Section 5.05. Surplus . Any s urplus remaining in the Lease Payment Fund after redemption and/or payment of all Certificates, including accrued interest (if any) and payment of any applicable fees and expenses to the Trustee, or provision for such redemption or payment having been made to the satisfaction of the Trustee, shall be withdrawn by the Trustee and remitted to the City.

EXHIBIT D
68 -15-

ARTICLE VI

INSURANCE AND CONDEMNATION FUND; INSURANCE;
EMINENT DOMAIN; TITLE INSURANCE

Section 6.01. Establishment of Insurance and Condemnation Fund; Application of Net Proceeds of Insurance Award.

(a) Any Net Proceeds of insurance against damage to or destruction of any part of the Property collected by the City in the event of any such damage or destruction shall be paid to the Trustee by the City pursuant to Section 6.2(a) of the Lease Agreement and deposited by the Trustee promptly upon receipt thereof in a special fund designated as the “Insurance and Condemnation Fund” to be established by the Trustee when deposits are required to be made therein.

(b) Within ninety (90) days following the date of such deposit, the City shall determine and notify the Trustee in writing of its determination either (i) that the replacement, repair, restoration, modification or improvement of the Property is not economically feasi ble or in the best interest of the City, or (ii) that all or a portion of such Net Proceeds are to be applied to the prompt replacement, repair, restoration, modification or improvement of the damaged or destroyed portions of the Property.

(c) In the event the City’s determination is as set forth in clause (i) of paragraph (b) above, such Net Proceeds shall be promptly transferred by the Trustee to the Lease Payment Fund, applied to the prepayment of Lease Payments pursuant to Section 10. 3 of the Lease Agreement and applied to the redemption of Certificates as provided in Section 4.01(b) hereof; provided, however, that in the event of damage or destruction of the Property in full, such Net Proceeds may be transferred to the Lease Payment Fund only if suffic ient, together with other moneys available therefor, to cause the prepayment of the principal components of all unpaid Lease Payments pursuant to Section 10.3 of the Lease Agreement, otherwise such Net Proceeds shall be applied to the replacement, repair, restoration, modification or improvement of the Property; provided further, however, that in the event of damage or destruction of the Property in part, such Net Proceeds may be transferred to the Lease Payment Fund and applied to the prepayment of Lease Payments only if the resulting Lease Payments represent fair consideration for the remaining portions of the Property, evidenced by a certificate signed by a City Representative and a Corporation Representative.

(d) In the event the City’s determination is as set forth in clause (ii) of paragraph (b) above, Net Proceeds deposited in the Insurance and Condemnation Fund shall be applied to the prompt replacement, repair, restoration, modification or improvement of the damaged or destroyed portions of the Property by the City, and disbursed by the Trustee upon receipt of requisitions signed by a City Representative stating with respect to each payment to be made (i) the requisition number, (ii) the name and address of the person, firm or corporation to whom payment is due, (iii) the amount to be paid and (iv) that each obligation mentioned therein has been properly incurred, is a proper charge against the Insurance and Condemnation Fund, has not been the basis of any previous withdrawal, and specifying in reasonable detail the nature of the obligation, accompanied by a bill or a statement of account for such obligation. The Trustee shall not be responsible for the representations made in such requisitions and may conclusively rely thereon and shall be under no duty to investigate or verify any statements made therein or review any supporting documentation accompanying such requisition . Any balance of the Net Proceeds remaining after such work has been completed shall be paid to the City.

EXHIBIT D
69 -16-
Section 6.02. Application of Net Proceeds of Eminent Domain Award . If all or any part of the Property shall be taken by eminent domain proceedings (or sold to a government threatening to exercise the power of eminent domain), the Net Proceeds therefrom shall be deposited with the Trustee in the Insurance and Condemnation Fund pursuant to Section 6.2(b) of the Lease Agreement and shall be applied and disbursed by the Trustee as follows:

(a) If the City has given written notice to the Trustee of its determination that (i) such eminent domain proceedings have not materially affected the operation of the Property or the ability of the City to meet any of its obligations with respect to the Property under the Lease Agreement, and (ii) such proceeds are not needed for repair or rehabilitation of the Property, the City shall so certify to the Trustee and the Trustee, at the City’s written request, shall transfer such proceeds to the Lease Payment Fund to be credited towards the prepayment of the Lease Payments pursuant to Section 10.3 of the Lease Agreement and applied to the redemption of Certificates in the manner provided in Section 4.01(b) hereof.

(b) If the City has given written notice to the Trustee of its determination that (i) such eminent domain proceedings have not materially affected the operation of the Property or the ability of the City to meet any of its obligations with respect to the Property under the Lease Agreement, and (ii) such proceeds are needed for repair, rehabilitation or replacement of the Property, the City shall so certify to the Trustee and the Trustee, at the City’s written request, shall pay to the City, or to its order, from said proceeds such amounts as the City may expend for such repair or rehabilitation, upon the filing with the Trustee of requisitions of the City Representative in the form and containing the provisions set forth in Section 6.01. The Trustee shall not be responsible for the representations made in such requisitions and may conclusively rely thereon and shall be under no duty to investigate or verify any statements made therein.

(c) If (i) less than all of the Property shall have been taken in such eminent domain proceedings or sold to a government threatening the use of eminent domain powers, and if the City has given written notice to the Trustee of its determination that such eminent domain proceedings have materially affected the operation of the Property or the ability of the City to meet any of its obligations with respect to the Property under the Lease Agreement or (ii) all of the Property shall have been taken in such eminent domain proceedings, then the Trustee shall transfer such proceeds to the Lease Payment Fund to be credited toward the prepayment of the Lease Payments pursuant to Section 10.3 of the Lease Agreement and applied to the redemption of Certificates in the manner provided in 4.01(b) hereof.

(d) In making any determination under this Section 6.02, the City may, but shall not be required to, obtain at its expense, the report of an independent engineer or other independent professional consultant, a copy of which shall be filed with the Trustee. Any such determination by the City shall be final.

Section 6.03. Application of Net Proceeds of Title Insurance Award . The Net Proceeds from a title insurance award shall be deposited with the Trustee in the Insurance and Condemnation Fund pursuant to Section 6.2(c) of the Lease Agreement and shall be transferred to the Lease Payment Fund to be credited towards the prepayment of Lease Payments required to be paid pursuant to Section 10.3 of the Lease Agreement and applied to the redemption of Certificates in the manner provided in Section 4.01(b).

Section 6.04. Cooperation. The Corporation and the Trustee shall cooperate fully with the City, at the expense of the City, in filing any proof of loss with respect to any insurance policy maintained pursuant to Article V of the Lease Agreement and in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Property or any portion thereof. Neither the Trustee nor the Corporation shall be obligated to join in such

EXHIBIT D
70 -17-
action if it believes it will be exposed to liability or has not been indemnified to its satisfaction from any loss, liability or expense including, but not limited to, reasonable attorneys' fees and expenses.

EXHIBIT D
71 -18-

ARTICLE VII

MONEYS IN FUNDS; INVESTMENT

Section 7.01. Held in Trust. The moneys and investments held by the Trustee under this Trust Agreement are irrevocably held in trust for the benefit of the Owners of the Certificates and for the purposes herein specified and such moneys, and any income or interest earned thereon, shall be expended only as provided in this Trust Agreement and shall not (except as set forth in Section 8.03 hereof) be subject to levy, attachment or lien by or for the benefit of any creditor of the Corporation, the Trustee, the City or any Owner of Certificates.

Section 7. 02. Investments Authorized. Moneys he ld by the Trustee hereunder shall, upon written order of a City Representative filed with the trustee at least two Business Days in advance of the makinh of such investments , be invested and reinvested by the Trustee in Permitted Investments. The Trustee m ay deem all investments directed by a City Representative as Permitted Investments without independent investigation thereof. If a City Representative shall fail to so direct investments, the Trustee shall hold such moneys uninvested. Such investments, if registrable, shall be registered in the name of and held by the Trustee or its nominee. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Section 7.02. Such investments and reinvestments shall be made giving full consideration to the time at which funds are required to be available. The Trustee may act as principal or agent in the making or disposing of any investment and make or dispose of any investment through its investment department or t hat of an affiliate and shall be entitled to its customary fees therefor. The Trustee is hereby authorized, in making or disposing of any investment permitted by this Section 7.02, to deal with itself (in its individual capacity) or with one or more of its affiliates, whether it or such affiliate is acting as an agent of the Trustee or for any third person or dealing as principal for its own account. The Trustee may rely on the investment directions of the City Representative as to both the suitability and legality of the directed investments. The Trustee shall have no liability for any loss, fees, taxes or other charges in connection with any investment or liquidation of an investment hereunder. Ratings of Permitted Investments referred to herein shall be d etermined at the time of purchase of such Permitted Investments and without regard to rating subcategories. The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments or the responsibility to validate the ratings of Permitted Investments prior to the initial purchase.

Section 7. 03. Accounting. The Trustee shall furnish to the City, at least monthly, an accounting which may be in the fo rm of its customary accounting statements of all investments made by the Trustee or by brokers selected by the City; provided that the Trustee shall not be obligated to deliver an accounting for any fund or account that (a) has a balance of $0.00 and (b) has not had any activity since the last reporting date. Upon the City’s election, such statements will be delivered via the Trustee’s online service and upon electing such service, paper statements will be provided only upon request. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Section 7. 02 hereof. The City acknowledges that, to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the City the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur , the City waives receipt of such confirmations. The City further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.

EXHIBIT D
72 -19-
Section 7.04. Allocation of Earnings. Unless and until otherwise directed by the City to the Trustee in writing, all interest or income received by the Trustee on investment of the Lease Payment Fund shall be retained in the Lease Payment Fund. Amounts retained or deposit ed in the Lease Payment Fund pursuant to this Section 7.04 shall be applied as a credit against the Lease Payment due by the City pursuant to the Lease Agreement on the Lease Payment Date following the date of deposit. All interest or income in the Delivery Costs Fund shall be retained in the Delivery Costs Fund until the Delivery Costs Fund is closed pursuant to Section 3.0 2 hereof. All interest or income in the Project Fund shall be retained therein until the Project Fund is closed pursuant to Section 3.04 hereof.

Section 7.05. Acquisition, Disposition and Valuation of Investments . The City covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Trust Agreement, or otherwise containing gross proceeds of the Certificates (within the meaning of section 148 of the Code) shall be acquired, disposed of, and valued at their market value. In determining market value of Permitted Investm ents, the Trustee may use, and rely conclusively and without liability upon, any generally recognized securities pricing service (including brokers and dealers in securities) available to it , including those within the accounting system utilized by the Trustee with respect to the Certificates.

EXHIBIT D
73 -20-

ARTICLE VIII

THE TRUSTEE

Section 8.01. Appointment of Trustee. U.S. Bank Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America with a Designated Corporate Trust Office in San Francisco , California, is hereby appointed Trustee, registrar and paying agent by the Corporation and the City for the purpose of receiving all moneys required to be deposited with the Trustee hereunder and to allocate, use and apply the same as provided in this Trust Agreement. The Corporation and the City agree that they will maintain a Trustee w hich shall be a corporation or association organized under the laws of any state, the United States of America, or the District of Columbia , authorized under such laws to exercise corporate trust powers, which shall have (or, in the case of a bank or trust company included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least fifty million dollars ($50,000,000), subject to supervision or examination by federal or State authority, so long as any Certificates are Outstanding. If such corporation or association publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining authority above referred to then for the purpose of this Section 8.01, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance wit h the provisions of this Section 8. 01, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

The Trustee is hereby authorized to pay the Certificates when duly presented for payment at maturity, or on redemption , or on purchase by the Trustee prior to maturity in accordance with Section 4.05 hereof, and to cancel all Certificates upon payment thereof. The Trustee shall keep records in accordance with corporate trust industry standards of all funds administered by it and of all Certificates paid and discharged.

Section 8.02. Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Trust Agreement and agrees to perform said trusts, but only up on and subject to the following express terms and conditions:

(a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement and no implied duties or obligations shall be read into this Trust Agreement against the Trustee. In case an Event of Default has occurred (which has not been cured or waived) the Trustee may exercise such of the rights and powers vested in it by this Trust Agreement and shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) No provision in this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

(c) The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder either directly or by or through attorneys, receivers or agents and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder and shall

EXHIBIT D
74 -21-
be absolutely protected in relying thereon. The Trustee shall not be responsible for the misconduct of such persons selected by it with reasonable care.

(d) The Trustee shall not be responsible for any recital herein, in the Assignment Agreement or in the Certificates, or for any of the supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Certificates delivered hereunder or intended to be secured hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance of any covenants, conditions or agreements on the part of the Corporation or the City under the Lease Agreement.

(e) The Trustee shall not be accountable for the use of any Certificates delivered hereunder or the proceeds thereof. The Trustee, in its individual or any other capacity, may become the Owner or pledgee of Certificates secured hereby with the same right s which it would have if it were not the Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the City with the same rights it would have if it were not the Trustee; and may act as a depository for and permit any of its officers o r directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Certificates, whether or not such committee shall represent the Owners of the majority in principal amount of the Certificates then Outstanding.

(f) In the absence of bad faith on its part, the Trustee shall be protected in acting or refraining from acting upon any notice, request, consent, requisition, certificate, order, affidavit, facsimile, letter, telegram or other paper or document believed by it to be genuine and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith pursuant to this Trust Agreement upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Certificate, shall be conclusive and binding upon all future Owners of the same Certificate and upon Certificates executed and delivered in exchange ther efor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at his request unless such person is the registered owner as shown on the Registration Books.

(g) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed by a Corporation Representative or a City Representative as sufficient evidence of the facts therein contained and prior to the occurrence of an Event of Default of which the Trustee has been given notice or is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient. The Trustee may accept a certificate of a Corporation Representative or a City Representative to the effect that an authorization in the form therein set forth has been adopted by the Corporation or the City, as the ca se may be, as conclusive evidence that such authorization has been duly adopted, and is in full force and effect.

(h) The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the Trustee shall extend to its officers, directors, employees, affiliates and agents.

(i) The Trustee shall not be required to take n otice or be deemed to have notice of any Event of Default hereunder except failure by the City to make any of the Lease Payments to the Trustee required to be made by the City pursuant to the Lease Agreement or failure by the Corporation or the City to file with the Trustee any document required by this Trust Agreement or a Lease Agreement to be so filed on a date certain subsequent to the delivery of the

EXHIBIT D
75 -22-
Certificates, unless the Trustee shall be specifically notified in writing of such default by the Corporation, the City or by the Owners of at least five percent (5%) in aggregate principal amount of Certificates then Outstanding and all notices or other instruments required by this Trust Agreement to be delivered to the Trustee must, in order to be effective, be delivered at the Designated Corporate Trust Office , and in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default except as aforesaid.

(j) The Trustee shall not be required to give any bond or suret y in respect of the execution of the said trusts and powers or otherwise in respect of the premises.

(k) Notwithstanding anything elsewhere in this Trust Agreement with respect to the execution of any Certificates, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Trust Agreement, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals or other information, or corporate action or evide nce thereof, in addition to that by the terms hereof required as a condition of such action, deemed desirable by the Trustee for the purpose of establishing the right of the City to the withdrawal of any cash, or the taking of any other action by the Trustee.

(l) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Tr ustee shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it in accordance with Article VII of this Trust Agreement.

(m) The Trustee shall not be liable with respect to any action taken or omitted t o be taken by it in good faith in accordance with the direction of a majority in aggregate principal amount of the Outstanding Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement.

(n) Before taking any action under Article XII hereof or this Section 8.02 at the request or direction of the Certificate Owners , the Trustee may require payment or reimbursement of its reasonable fees and expenses, including reasonable fees and expenses of counsel and receipt of an indemnity satisfactory to it from the Certificate Owners to protect it against all liability, except liability which is adjudicated to have resulted from its own negligence or willful misconduct in connection with any action so taken. Before being required to take any action, the Trustee may require an opinion of Independent Counsel acceptable to the Trust ee, which opinion shall be made available to the other parties hereto upon request, which counsel may be counsel to any of the parties hereto, or a verified certificate of any party hereto, or both, concerning the proposed action. If it does so in good fai th, the Trustee shall be absolutely protected in relying thereon.

(o) Under no circumstances shall the Trustee be liable for the obligations evidenced by the Certificates.

(p) The Trustee shall not be accountable for the use or application by the City or the Corporation or any other party of any funds which the Trustee has released in accordance with the terms of this Trust Agreement.

(q) The Trustee has no obligation or duty to insure compliance by the City with the Code.

EXHIBIT D
76 -23-
(r) The Trustee makes no repre sentation or warranty, express or implied, as to the title, value, design, compliance with specifications or legal or environmental requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the City or the Corporation of the Property. In no event shall the Trustee be liable for incidental, indirect, special , punitive or consequential damages in connection with or arising from the Lease Agreement or this Trust Agreeme nt for the existence, furnishing or use of the Property.

(s) The Trustee makes no representations as to the validity or sufficiency of the Certificates and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Certificates assigned to or imposed upon it. The Trustee shall not be responsible for the validity or sufficiency of the Lease Agreement or the assignment under the Assignment Agreement. The Trustee shall not be liable for the sufficiency or collection of any Lease Payments or other moneys required to be paid to it under the Lease Agreement (except as provided in this Trust Agreement), its right to receive moneys pursuant to the Lease Agreement, or the value of or title to the p remises upon which the Property is located or the Property. The Trustee makes no representations and shall have no responsibility for any official statement or other offering material prepared or distributed with respect to the Certificates.

(t) In accepting the trust hereby created, the Trustee acts solely as Trustee for the Owners and not in its individual capacity and all persons, including without limitation the Owners and the City or the Corporation having any claim against the Trustee arising from th is Trust Agreement shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein.

(u) The Trustee is authorized and directed to execute the Assignment Agreement in its capacity as Trustee hereunder.

(v) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Trust Agreement and delivered using Electronic Means (“Electronic Means” means the following communic ations methods: e- mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Corporation and/or the City, as applicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Corporation and/or the City, as applicable, whenever a person is to be added o r deleted from the listing. If the Corporation and/or the City, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee elects to act upon such Instructions, the Trustee’s understanding of such Instruction s shall be deemed controlling. The Corporation and the City understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Corporation and the City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Corporation, the City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Corporation and/or the City, as applicable. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a

EXHIBIT D
77 -24-
subsequent written instruction. The Corporation and the City agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instruct ions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Corporation and/or the City, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unautho rized use of the security procedures.

(w) In acting or omitting to act pursuant to the Lease Agreement , the Site and Facility Lease or any other document contemplated or executed in connection herewith, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Trust Agreement and the Lease Agreement, including, but not limited to, this Article VIII.

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

(y) The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct.

(z) The Trustee may consult with counsel, who may be counsel of or to the City or the Corporation, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

(aa) Whenever in the administration of the trusts imposed upon it by this Trust Agreement the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of the City, and such certificate s hall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Trust Agreement in reliance upon such certificate, but the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may deem reasonable.

Section 8.03. Fees, Charges and Expenses of Trustee . The City shall pay and reimburse the Trustee for such fees for its services rendered hereu nder as shall be agreed upon in writing and under the Assignment Agreement and all advances and expenditures, including but not limited to, advances to and reasonable fees and expenses of independent appraisers, accountants, consultants, counsel, agents an d attorneys or other experts employed by the Trustee in connection with such services and the Trustee shall, in the Event of Default, have a first and prior lien on the funds held hereunder to secure the same. The Trustee’s rights hereunder, including its rights under Section 11. 03 hereof, shall survive its resignation or removal and final payment of the Certificates. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

EXHIBIT D
78 -25-

Section 8. 04. Notice to Certificate Owners of Default . If an Event of Default occurs of which the Trustee has been given or is deemed to have notice pursuant to Section 8.02(i) hereof, then the Trustee shall, within ninety (90) days of the occurrence thereof, give written notice thereof at the expense of the City by first class mail, postage prepaid, to the Owner of each Certificate, unless such Event of Default shall have been cured before the giving of such notice; provided, however that unless such Event of Default consists of the failure by the City to make any Lease Payment when due, the Trustee may elect not to give such notice if and so long as the Trustee in good faith determines that it is in the best interests of the Certificate Owners not to give such notice.

Section 8. 05. Intervention by Trustee . In any judicial pro ceeding to which the Corporation or the City is a party which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Owners of the Certificates, the Trustee may intervene on behalf of the Certificate Owners and shall do so if requested in writing by the Owners of at least twenty-five percent (25%) of the aggregate principal amount of Certificates then Outstandin g, provided the Trustee shall have no duty to take such action unless it has received payment or reimbursement and has been indemnified to its satisfaction as provided in Section 8. 02(n) hereof against all risk or liability arising from such action.

Section 8.06. Removal of Trustee. Upon thirty (30) days’ notice, the City (so long as no Event of Default shall h ave occurred and be continuing) or the Owners of at least a majority of the aggregate principal amount of Certificates then Outstanding may, with the consent of the Corporation, remove the Trustee initially appoin ted, and any successor thereto, by an instrument or concurrent instruments in writing delivered to the Trustee and the Corporation, and may appoint a successor or successors thereto; provided that any such successor shall be a corporation or association meeting the requirements set forth in Section 8.01 hereof.

Section 8.07. Resignation by Trustee. The Trustee and any successor Trustee may, at any time, resign by giving thirty (30) days’ written notice by registered or certified mail to the City and the Corporation.

Section 8. 08. Appointment of Successor Trustee . In the event of the removal or resignation of the Trustee pursuant to Sections 9.06 or 9.07 hereof, the City shall promptly appoint a successor Trustee. In the event the City shall, for any reason whatsoever, fail to appoint a successor Trustee within th irty (30) days following the delivery to the Trustee of the instrument described in Section 8.06 hereof or within thirty (30) days following the receipt of notice by the City pursuant to Section 8. 07 hereof, the Trustee may apply to a court of competent jurisdiction at the expense of the City, for the appointment of a successor Trustee meeting the requirements of Section 8.01 hereof. Any such successor Trustee appointed by such court shall become the successor Trustee hereunder notwithstanding any action by the City purporting to appoint a successor Trustee following the expiration of such thirty (30) day period. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee.

Section 8. 09. Merger or Consolidation . Any company or association into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company or association to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company or association shall be eligible under Section 8.01 hereof, shall be the successor to the Trustee and vested with all of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges and all other

EXHIBIT D
79 -26-
matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

Section 8. 10. Concerning any Successor Trustee . Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its or his predecessor and also the Corporation and the City an instrument in writing accepting such appointment hereunder and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the written request of the City, or of its successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee hereunde r to its successor. Upon such acceptance, the City shall mail, by first class mail, postage prepaid, or cause the mailing of, notice thereof to the Certificate Owners at their respective addresses set forth on the Registration Books. Should any instrument in writing from the City be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City.

The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article VIII, shall be filed or recorded by the successor Trustee in each recording office where the Assignment Agreement shall have been filed or recorded.

EXHIBIT D
80 -27-

ARTICLE IX

MODIFICATION OR AMENDMENT OF AGREEMENTS

Section 9. 01. Amendments Permitted. This Trust Agreement and the rights and obligations of the Owners of the Certificates, the Lease Agreement and the rights and obligations of the parties thereto, the Site and Facility Lease and the rights and obligations of the parties thereto and the Assignment Agreement and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental agreement which shall become effective when the written consent of the Owners of the Owners of at least sixty percent (60%) in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 9. 03 hereof, shall have been filed with the Trustee. No such modification or amendment shall (1) extend or have the effect of extending the fixed maturity of any Certificate or reducing the interest rate with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof, without the express consent of the Owner of such Certificate; or (2) reduce or have the effect of reducing the percentage of Certificates required for the affirmative vote or written consent to an amendment or modification of a Lease Agreement; or (3) modify any of the rights or obligations of the Trustee without its written assent thereto. Any such supplemental agreement shall become effective as provided in Section 9.02 hereof.

This Trust Agreement and the rights and obligations of the Owners of the Certificates and the Lease Agreement and the rights and obligation s of the respective parties thereto, and the Assignment Agreement and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental agreement, without the consent of any such Owners, but only to the extent perm itted by law and only (1) to add to the covenants and agreements of the Corporation or the City; (2) to cure, correct or supplement any ambiguous or defective provision contained herein or therein and which shall not, in the opinion of nationally recognized bond counsel, materially adversely affect the interests of the Owners of the Certificates; (3) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which shall not, in the opinion of nationally recognized bond counsel, materially adversely affect the interests of the Owners of the Certificates; (4) to make such additions, deletions or modifications as may be necessary or appropriate in the opinion of bond counsel to assure the exclusi on from gross income for federal income tax purposes of the interest component of Lease Payments and the interest payable with respect to the Certificates; (5) to add to the rights of the Trustee; or (6) to maintain the rating or ratings assigned to the Ce rtificates. Any such supplemental agreement shall become effective upon execution and delivery by the parties hereto or thereto, as the case may be.

This Trust Agreement and the Lease Agreement may not be modified or amended at any time by a supplemental agreement which would modify any of the rights and obligations of the Trustee without its written assent thereto.

The Trustee shall receive an opinion of Independent Counsel that any amendment entered into hereunder complies with the provisions of this Article IX and the Trustee may rely conclusively on such opinion.

Section 9. 02. Procedure for Amendment with Written Consent of Certificate Owners .

This Trust Agreement and the Lease Agreement may be amended by supplemental agreement as provided in this Section 9. 02 in the event the consent of the Owners of the Certificates is required pursuant to Section 9. 01 hereof. A copy of such supplemental agreement (or a

EXHIBIT D
81 -28-
summary thereof), together with a request to the Certificate Owners for their consent thereto, shall be mailed by first class mail, postage prepaid, by the Trustee at the expense of the City, to each Owner of a Certificate at his address as set forth on the Registration Books, but failure to mail copies of such supplemental agreement and request shall not affect the validity of the supplemental agreement when assented to as in this Section 9.02 provided.

Such supplemental agreement shall not become effective unl ess there shall be filed with the Trustee the written consent of the Owners of at least sixty percent (60%) in aggregate principal amount of the Certificates then Outstanding (exclusive of Certificates disqualified as provided in Section 9. 03 hereof) and a notice shall have been mailed as hereinafter in this Section 9. 02 provided. Each such consent shall be effective only if accompanied by proof of ownership of the Certificates for which such consent is given, which proof shall be such as is permitted by Se ction 2.11 hereof. Any such consent shall be binding upon the Owner of the Certificate giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving s uch consent or a subsequent Owner by filing such revocation with the Trustee prior to the date when the notice hereinafter in the following paragraph of this Section 9. 02 provided for has been mailed.

After the Owners of the required percentage of Certifi cates shall have filed their consents to such supplemental agreement, the Trustee shall mail by first class mail, postage prepaid, a notice at the expense of the City, to the Owners of the Certificates in the manner hereinbefore provided in this Section 9.02 for the mailing of such supplemental agreement of the notice of adoption thereof, stating in substance that such supplemental agreement has been consented to by the Owners of the required percentage of Certificates and will be effective as provided in this Section 9.02 (but failure to mail copies of said notice shall not affect the validity of such supplemental agreement or consents thereto). A record, consisting of the papers required by this Section 9.02 to be filed with the Trustee, shall be conclusive proof of the matters therein stated. Such supplemental agreement shall become effective upon the mailing of such last-mentioned notice, and such supplemental agreement shall be deemed conclusively binding upon the parties hereto and the Owners of all Cer tificates at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty (60) day period.

Section 9.03. Disqualified Certificates. Certificates owned or held by or for the account of the City or by any person directly or indirectly controlled or controlled by, or under direct or indirect common control with the City (except any Certificates held in any pension or retirement fund) shall not be deemed Outstanding (unless all such Certificates ar e owned or held, in which case all such Certificates shall be deemed Outstanding) for the purpose of any vote, consent, waiver or other action or any calculation of Outstanding Certificates provided for in this Trust Agreement, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Trust Agreement; provided, however , that the Trustee shall not be liable for determining whether Certificates are owned or held by the City or any such other person unless such Certificates are registered in the name of the City on the Registration Books.

Section 9. 04. Effect of Supplemental Agreement . From and after the time any supplemental agreement becomes effective pursuant t o this Article IX, this Trust Agreement or a Lease Agreement, as the case may be, shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners of Certificates Outstanding, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any supplemental agreement shall be deemed

EXHIBIT D
82 -29-
to be part of the terms and conditions of this Trust Agreement or a Lease Agreement, as the case may be, for any and all purposes.

Section 9.05. Endorsement or Replacement of Certificates Delivered After Amendments .

The City may determine that Certificates delivered after the effective date of any action taken as provided in this Article IX shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Certificate Outstanding at such effective date and presentation of his Certificate for such purpose at the Designated Corporate Trust Office , a suitable notation shall be made on such Certificate. The City may determine that the delivery of substitute Certificates, so modified as in the opinion of the City is necessary to conform to such Certificate Owners’ action, is necessary and such substitute Certificates shall thereupon be prepared, ex ecuted and delivered. In that case, upon demand of the Owner of any Certificate then Outstanding, such substitute Certificate shall be exchanged at the Designated Corporate Trust Office , at the expense of the City, for a Certificate of the same character then Outstanding, upon surrender of such Outstanding Certificate.

Section 9.06. Amendatory Endorsement of Certificates. The provisions of this Article IX shall not prevent any Certificate Owne r from accepting any amendment as to the particular Certificates held by him, provided that proper notation thereof is made on such Certificates.

EXHIBIT D
83 -30-

ARTICLE X

COVENANTS

Section 10. 01. Compliance with and Enforcement of Lease Agreement. The City covenants and agrees with the Owners of the Certificates to perform all obligations and duties imposed on it under the Lease Agreement . The Corporation covenants and agrees with the Owners of the Certificates to perform all obligations and duties imposed on it under the Lease Agreement.

The City will not do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would or might be a ground for cancellation or termination of their respective Lease Agreement by the Corporation thereunder. The Corporation and the City, immediately upon receiving or giving any notice, communication or other document in any way relating to or affecting their respective estates, or either of them, in the Property, which may or can in any manner affect such estate of the City or the Corporation, will deliver the same, or a copy thereof, to the Trustee.

Section 10.02. Observance of Laws and Regulations . The City and the Corporation will well and truly keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on them by contract, or prescribed by any law of the United States, or of the State, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by the City or the Corporation, respectively, including its right to exist and carry on business as a public entity, to the end that such rights, privileges and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired.

Section 10.03. Prosecution and Defense of Suits . The City shall promptly, upon request of the Trustee or any Certificate Owner, from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Property, whether now existing or hereafter developing and shall p rosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall indemnify and save the Trustee and every Certificate Owner harmless from all loss, cost, damage and expense, including reasonable attorneys’ fees and expenses, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceeding.

Section 10. 04. Recordation and Filing . The City shall record and file, or cause to be recorded an d filed, the Site and Facility Lease, the Lease Agreement (or a memorandum thereof), the Assignment Agreement and all such documents as may be required by law (and shall take all further actions which may be necessary or be reasonably required by the Trustee), all in such manner, at such times and in such places as may be required by law in order fully to preserve, protect and perfect the security of the Trustee and the Certificate Owners.

Section 10.05. Budgets. The City shall supply to the Trustee as soon as practicable, but not later than July 1 in each year, a written determination by a City Representative that the City has made adequate provision in its annual budget for the payment of Lease Payments due under the Lease Agreement in the Fiscal Year covered by such budget. The determination given by the City to the Trustee shall be that the amounts so budgeted are fully adequate for the payment of all Lease Payments and Additional Payments due under the Lease Agreement in the annual period covered by such budget.

EXHIBIT D
84 -31-

Section 10.06. Further Assurances. The Corporation and the City will make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Trust Agreement and the Lease Agreement, or as may be requested by the Trustee and for the better assuring and confirming unto the Owners of the Certificates and the Trustee the rights and benefits provided herein.

Section 10.07. Satisfaction of Conditions Precedent. The City hereby certifies, recites and declares that all acts, conditions and things required by the constitution and statutes of the State, the Lease Agreement and this Trust Agreement to exist, to have happened and to have been performed precedent to and in the delivery of the Certificates, do exist, have happened and have been performed in due time, form and manner as required by law.

Section 10.08. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.

Notwithstanding any other provision of this Trust Agreement, failure of the City to comply with the Continuing Disclosure Ce rtificate shall not be considered an Event of Default; however, the holders of at least 25% aggregate principal amount of Outstanding Certificates, or any holder or beneficial owner of the Certificates may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

EXHIBIT D
85 -32-

ARTICLE XI

LIMITATION OF LIABILITY

Section 11.01. Limited Liability of City. Except for the payment of Lease Payments when due in accordance with the Lease Agreement and the performance of the other covenants and agreements of the City contained in the Lease Agreement and this Trust Agreement, the City shall have no pecuniary obligation or liability to any of the other parties or to the Owners of the Certificates with respect to this Trust Agreement or the terms, execution, delivery or transfer of the Certificates, or the distribution of Lease Payments to the Owners by the Trustee, except as expressly set forth herein.

Section 11.02. No Liability of City or Corporation for Trustee Performance . Neither the City nor the Corporation shall have any obligation or liability to any of the other parties or to the Owners of the Certificates with respect to the performance by the Trustee of any duty imposed upon it under this Trust Agreement.

Section 11.03. Indemnification of Trustee. The City shall to the extent permitted by law indemnify and save the Trustee, its officers, employees, directors, affiliates and agents harmless from and against all cla ims, losses, costs, expenses, liability and damages, including reasonable legal fees and expenses (including allocated costs of internal counsel), arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on, the Property by the Corporation or the City; (ii) any breach or default on the part of the Corporation or the City the performance of any of their respective obligations under the Lease Agreement, the Assignment Agreement, this Trust Agreement and any other agr eement made and entered into for purposes of the Property; (iii) any act of the Corporation or the City or of any of their respective agents, contractors, servants, employees, licensees with respect to the Property; (iv) any act of any assignee of, or purchaser from the Corporation or the City or of any of its or their respective agents, contractors, servants, employees or licensees with respect to the Property; (v) the authorization of payment of Delivery Costs; (vi) the actions of any other party, includi ng but not limited to the ownership, operation or use of the Property by the Corporation or the City including, without limitation, the use, storage, presence, disposal or release of any Hazardous Substances on or about the Property; (vii) the Trustee’s ex ercise and performance of its powers and duties hereunder or as assigned to it under the Assignment Agreement or any other documents contemplated or executed in connection herewith or therewith ; (viii) the offering and sale of the Certificates; (ix) the pr esence under or about or release from the Property, or any portion thereof, of any substance, material or waste which is or becomes regulated or classified as hazardous or toxic under State, local or federal law, or the violation of any such law by the City; or (x) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading, in any official statement or other offering document utilized in connection with the sale of the Certificates. Such indemnification shall include the costs and expenses of defending against any claim or liability arising under this Trust Agreement. No indemn ification will be made under this Section 11.03 or elsewhere in this Trust Agreement for willful misconduct or negligence under this Trust Agreement by the Trustee, its officers, affiliates or employees. The City’s obligations hereunder shall remain valid and binding notwithstanding maturity and payment of the Certificates or resignation or removal of the Trustee. This Section 11. 03 shall survive the termination of this Trust Agreement and the earlier removal or resignation of the Trustee.

EXHIBIT D
86 -33-
Section 11. 04. Limitation of Rights to Parties and Certificate Owners . Nothing in this Trust Agreement or in the Certificates expressed or implied is intended or shall be construed to give any person other than the City, the Corporation, the Trustee and the Owners of the Certificates, any legal or equitable right, remedy or claim under or in respect of this Trust Agreement or any covenant, condition or provision hereof; and all such cove nants, conditions and provisions are and shall be for the sole and exclusive benefit of the City, the Corporation, the Trustee and said Owners.

EXHIBIT D
87 -34-

ARTICLE XII

EVENTS OF DEFAULT AND REMEDIES OF

CERTIFICATE OWNERS

Section 12. 01. Assignment of Rights . Pursuant to the Assignment Agreement, the Corporation has transferred, assigned and set over to the Trustee all of the Corporation’s rights in and to 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 and its obligations thereof), including without limitation all of the Corporation’s rights to exercise such rights and remedies conferred on the Corporation pursuant to the Lease Agreement as may be necessary or convenient (i) to enforce payment of the Lease Payme nts and any other amounts required to be deposited in the Lease Payment Fund or the Insurance and Condemnation Fund, and (ii) otherwise to exercise the Corporation’s rights and take any action to protect the interests of the Trustee or the Certificate Owners in an Event of Default.

Section 12.02. Remedies. If an Event of Default shall happen, then and in each and every such case during the continuance of such Event of Default, the Trustee may , and shall upon request of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, and upon payment of its reasonable fees and expenses, including reasonable counsel fees, and being indemnified to its satisfaction therefor shall, exercise any and a ll remedies available pursuant to law or granted pursuant to the Lease Agreement; provided, however, that notwithstanding anything herein or in the Lease Agreement to the contrary, there shall be no right under any circumstances to accelerate the maturities of the Certificates or otherwise to declare any Lease Payment not then in default to be immediately due and payable.

Section 12.03. Application of Funds. All moneys held by the Trustee in the funds and accounts held hereunder and all moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article XII or Article IX of the Lease Agreement shall be applied by the Trustee in the following order upon presentation of the several Certificates:

First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default, and collecting moneys owed hereunder, including reasonable compensation to its agents, attorneys and counsel (including all ocated costs of internal counsel), including all fees, indemnity and expenses past due, and then fees, costs and expenses of the Certificate Owners in declaring such Event of Default, and collecting moneys owed hereunder, including reasonable compensation to its agents, attorneys and counsel; and

Second, to the payment of the whole amount then owing and unpaid with respect to the Certificates for principal and interest, with interest on the overdue principal and installments of interest at the rate per annum payable with respect to the Certificates (but such interest on overdue installments of interest sha ll be paid only to the extent funds are available therefor following payment of principal and interest and interest on overdue principal, as aforesaid), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid with respect to the Certificates, then to the payment of such principal and interest without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest, ratably to t he aggregate of such principal and interest.

Section 12. 04. Institution of Legal Proceedings . If one or more Events of Default shall happen and be continuing, or if there shall be nonpayment of pr incipal or interest with respect to the Certificates, the Trustee shall, upon the written request of the Owners of a majority in

EXHIBIT D
88 -35-
principal amount of the Certificates then Outstanding, and upon payment of its fees and expenses, including counsel fees and ex penses, and being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of the Owners of Certificates by a suit in equity or action at law, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or by mandamus or other appropriate proceeding for the enforcement of any other legal or equitable remedy as shall be deemed most effectual in support of any of its rights or duties h ereunder. If one or more Events of Default shall occur and be continuing, the Trustee shall be entitled as a matter of right to the appointment of a receiver or receivers for the Property and for any property securing the Certificates and the revenues, income, produce, and profits thereon. In the case of any receivership, insolvency, bankruptcy, reorganization, or other judicial proceedings affecting the City or the Property, the Trustee shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Trustee and Owners allowed in such proceedings for the entire amount due and payable under this Trust Agreement at the time of the institution of such proceedings, and also for any additional amount which may become due and payable thereafter, without prejudice to the right of any Owner to file a claim on his or her own behalf. The Trustee shall not be obligated to take any such action unless offered compensation, indemnity for its potential liability, and reimbursement for its reasonable legal fees and expenses in accordance with this Section 12.04.

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

Section 12.05. Non-waiver. Nothing in this Article XII or in any other provision of this Trust Agreement or in the Certificates, shall affect or impair the obligation of the City to pay or prepay the Lease Payments as provided in the Lease Agreement, or affect or impair the right of action, which is absolute and unconditional, of the Certificate Owners to institute suit to enforce and collect such payment. No delay or omission of the Trustee or of any Owner of any of the Certificates to exercise any right or power arising upon the happening of any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein, and every power and remedy given by this Article XII to the Trustee or to the Owners of Certificates may be exercised from time to time and as often as shall be deemed expedient by the Trustee or the Certificate Owners.

Section 12.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Certificate Owners is intended to be exclusive of any other remedy, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise.

Section 12. 07. Power of Trustee to Control Proceedings. In the e vent that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, upon the request of the Owners of a majority in principal amount of the Certificates then Outstanding, it shall have full power, for the best interests of the Owners of the Certificates, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, without the consent of a majority in aggregate principal amount of the Certificates Outstanding.

Section 12. 08. Limitation on Certificat e Owners’ Right to Sue . No Owner of any Certificate executed and delivered hereunder shall have the right to institute any suit, action or

EXHIBIT D
89 -36-
proceeding at law or in equity, for any reme dy under or upon this Trust Agreement, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default hereunder; (b) the Owners of at least twenty -five percent (25%) in aggregate principal amount of all the Certificates then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee reasonab le indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee.

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

The right of any Owner of any Certificate to receive payment of said Owner’s fractional interest in the Lease Payments as the same become due, or to institute suit for the enforcement of such payment, shall not be impaired or affected without the consent of such Owner, notwithstanding the foregoing provisions of this Section 12. 08 or any other provision of this Trust Agreement.

Section 12.09. Parties Interested Herein . Nothing in this Trust Agreement expressed or implied is inten ded or shall be construed to confer upon, or to give to, any person or entity, other than the City, the Corporation and the Trustee, their officers, employees and agents, and the Owners any right, remedy or claim under or by reason of this Trust Agreement, or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Trust Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the City, the Corporation and the Trustee, their officers, employees and agents, and the Owners.

EXHIBIT D
90 -37-

ARTICLE XIII

MISCELLANEOUS

Section 13. 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 City with respect to all Outstanding Certificates shall cease and terminate, except only the obligations of the City under Section 11.03 hereof and to pay or cause to be paid, from Lease Payments paid by or on behalf of the City from funds deposited pursuant to paragraph s (b) or (c) of this Section 13.01, 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 paragraph s (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 describ ed 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 f unds and accounts established pursuant to this Trust Agreement , be fully sufficient to pay and discharge the City’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 13.01, which are not required for the payment to be made to Owners shall, after payment of all fees and expenses of the Trustee, including attorneys ' fees and expenses (including allocated costs of internal counsel), be paid over to the City.

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 13.02. 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 City, the Corporation 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 up on reasonable prior notice.

Section 13.03. 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

EXHIBIT D
91 -38-
shall be effective upon deposit in the United States first class mail , postage prepaid to the address set forth below:

If to the Corporation: Public Property Financing Corporation of California 2945 Townsgate Road, Suite 200
Westlake Village, CA 91361
Attention: Treasurer
Phone: (805) 267-7140

To the City: City of Marina
211 Hillcrest Avenue
Marina, CA 93933
Attention: City Manager
Phone: (831) 884-1224

To the Trustee: U.S. Bank Trust Company, National Association One California Street, Suite 1000
San Francisco, CA 94111
Attention: Global Corporate Trust
Phone: (415) 774-2273

The Corporation, the City and the Trustee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent.

Section 13.04. Governing Law. This Trust Agreement shall be construed and governed in accordance with the laws of the State.

Section 13.05. 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 City or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Trust Agreement contained by or on behalf of the Corporation, the City or the Trustee shall b ind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 13. 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 del ivery 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 13.07. 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 City 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 City.

Section 13. 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 Ag reement; 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.

EXHIBIT D
92 -39-

Section 13.09. 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 givi ng or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 13. 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 13.11. 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 City has notified the Trustee of such change or the Trustee notifies the City, 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 City (without liability for interest) free from the trusts created by this Trust Agreement, and all liability of the Trustee with resp ect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the City as aforesaid, the Trustee may (at the cost and request of the City) first mail to the Owners to whom such amounts have not yet been paid, at t he 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 City of the moneys held for the paym ent thereof. The Trustee shall not be liable for any interest on funds held by it. The City shall not be liable for any interest on the sums paid to it pursuant to this Section 13.11 and shall not be regarded as a trustee of such money.

Section 13.12. 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 13.13. Waiver of Jury Trial . EACH OF THE CORPORATION, THE CITY 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 13. 14. Separability of Invalid Provisions . In case any one or more of the provisions contained in this Trust Agreement or in th e 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

EXHIBIT D
93 -40-
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]

EXHIBIT D
94 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

CITY OF MARINA

By
Name
Title

PUBLIC PROPERTY FINANCING

CORPORATION OF CALIFORNIA

By
Stefan A. Morton
Treasurer

EXHIBIT D
95 Quint & Thimmig LLP 03/11/22
03/31/22

Exhibit A 13072.01