Agenda packet — Modesto City Council, May 5, 2026 (part 6 of 6)

Facility”) provided by BMO Bank N.A. (formerly known as BMO Harris Bank N.A. and successor in interest to Bank of the West) (the “Bank”).

In connection with the issuance of the Current Credit Facility, the City, the Authority and the Bank entered into a Reimbursement Agreement and related Fee Letter Agreement.

On May 12, 2023, the City, the Authority and the Bank entered into an Amended No 1. to Reimbursement Agreement and related Amendment No. 1 to Fee Letter Agreement in connection with an extension of the stated expiration date of the Current Credit Facility. The Current Credit Facility has a stated expiration date of June 8, 2026.

DISCUSSION:

On February 4, 2025, the City Manager authorized the Purchasing Manager to solicit the procurement for Liquidity Services. On December 19, 2025, the Purchasing Division issued Request for Proposals (RFP)-00011 for the Liquidity Services on the City’s OpenGov public bidding website under various commodity codes.1 817 Prospective bidders were notified online, and 33 bidders downloaded the bid which included one (1) local bank.

On January 27, 2026, six (6) proposals were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Six (6) chose to respond, there were no local proposals, and two (2) proposals were deemed non-responsive, since they did not meet all of the specification requirements defined in the proposal.

Based on being ranked highest in total evaluation criteria, the evaluation committee recommends awarding the proposal for the Liquidity Services to BMO Bank N.A., Sacramento, CA. All four (4) proposals came from national financial banking institutions that have strong credit ratings.

Based on the cost comparison, City staff is recommending moving forward with extending the LOC for a three-year term with BMO Bank N.A. BMO Bank N.A. has presented a reduction to their LOC fee from the current 34 to 32 basis points (bps) which is significantly lower compared to the other three (3) proposals ranging from 38 to 67 bps.
1 20911, - Accounting, Financial and Bookkeeping services, 91804- Accounting and Financing Consulting Services, 91849 – Financial Consulting, 94600 – Financial Services, 94625 – Banking Services, 94656 – Investment Management Services, 95800 – Management Services, 96258 – Professional Services
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Modesto Public Financing Authority, May 5, 2026
Extension of the Letter of Credit with BMO Bank National Association (NA) Supporting the Lease Revenue Bonds, Series 2008

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All bond documents were reviewed by the City’s Bond Counsel, Norton Rose Fulbright US LLP to ensure all legal requirements are met under this extension transaction.

FISCAL IMPACT:

For Liquidity Services, BMO Bank was the lowest bidder for the aggregate LOC and SCPA fees compared to the other banking firms with 32 bps. Their bid was an estimated $48,000 lower over a 3-year extension term compared to next lowest bid by Bank of America.

Proposals LOC(3 years)
BofA $305,194
BMO $257,006
JP Morgan $679,128
Wells Fargo $391,871
CEQA/NEPA REQUIREMENTS:

This item does not constitute a “project” within the meaning of California Environmental Quality Act (CEQA) Guidelines Section 15378 and requires no environmental review.

COMMITTEE RECOMMENDATION:

This item was then presented to the Finance Committee on April 27, 2026, and the Committee recommended forwarding the item to the Authority for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution of the Modesto Public Financing Authority relating to Modesto Public Financing Authority Lease Revenue Refunding Bonds Series 2008 approving the extension of a Credit Facility and approving the form of and authorizing the execution and delivery of an Amendment No. 2 to Reimbursement Agreement and an Amendment No. 2 to Fee Letter Agreement with BMO Bank N.A. and a supplement to Official Statement; and authorizing certain other related actions. #18..
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Modesto Public Financing Authority, May 5, 2026
Extension of the Letter of Credit with BMO Bank National Association (NA) Supporting the Lease Revenue Bonds, Series 2008

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Approved by:

DeAnna Christensen, Director of Finance and
Authority Auditor and Treasurer
Joseph P. Lopez, City Manager and Authority
Executive Director
Attachments:

1. Resolution

2. 2026 OS Supplement No. 5 LOC Extension - Modesto LRBs 2008

3. BMO Modesto 2026 Amendment No. 2 to Fee Letter Agreement (2008 LRBs)

4. BMO Modesto 2026 Amendment No. 2 to Reimbursement Agreement (2008 LRBs) #18..
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SUPPLEMENT NO. 5, DATED JUNE 1, 2026, TO OFFICIAL STATEMENT, DATED AUGUST 26, 2008 NOT A NEW ISSUE RATINGS:

See “RATINGS” herein
$65,170,000

MODESTO PUBLIC FINANCING AUTHORITY

LEASE REVENUE REFUNDING BONDS
SERIES 2008
Dated: Date of Original Delivery Price: 100% CUSIP† 607796BU2 Due: September 1, 2033 (August 28, 2008)
This Supplement No. 5 to Official Statement (this “Supplement”) sets forth certain information supplementary to that information contained in the Official Statement dated August 26, 2008, as supplemented on February 25, 2014, June 22, 2016, June 4, 2019 and May 11, 2023 (together, the “Original Official Statement”), relating to the Modesto Public Financing Authority Lease Revenue Refunding Bonds Series 2008 (the “2008 Bonds”). The 2008 Bonds were issued pursuant to an Indenture, dated as of August 1, 2008, by and between the Modesto Public Financing Authority (the “Authority”) and The Bank of New York Mellon Trust Company, N.A., as Trustee, in order to provide funds to (i) refund certain bonds previously issued by the Authority, (ii) fund the Reserve Fund for the 2008 Bonds and (iii) pay the costs of issuance of the 2008 Bonds.

Information with respect to the 2008 Bonds is contained in the Original Official Statement, as supplemented by this Supplement. This Supplement should be read together with the Original Official Statement (a copy of which is attached hereto as Appendix A and incorporated herein by reference). To the extent that the information in this Supplement conflicts with the information in the Original Official Statement, this Supplement shall govern. No attempt has been made to update the Original Official Statement except as specifically set forth in this Supplement. Unless otherwise defined in this Supplement, all terms used herein shall have the same meanings as those terms in the Original Official Statement.

The 2008 Bonds were issued in and are currently in a Weekly Mode, and interest on the 2008 Bonds accrues at the Weekly Rate. Regularly scheduled payments of the principal of and interest on the 2008 Bonds is supported by an irrevocable, direct-pay letter of credit (the “Letter of Credit”) issued by BMO Bank N.A. (formerly known as BMO Harris Bank N.A.) (the “Bank”), successor in interest to Bank of the West, pursuant to the terms of a Reimbursement Agreement, dated as of June 1, 2019, by and among the Authority, the City of Modesto (the “City”) and the Bank, upon which Letter of Credit the Trustee is instructed to draw whenever any such amount is payable on the 2008 Bonds. The Trustee may also draw funds under the Letter of Credit to pay the purchase price of 2008 Bonds tendered for payment and not remarketed to the extent other moneys are not available therefor. The Letter of Credit with respect to the 2008 Bonds had an stated expiration date of June 8, 2026. The Authority has requested the Bank to extend the stated expiration date to June [___], 202[__], and the Bank intends to do so. See “CREDIT FACILITY” and “INFORMATION CONCERNING THE BANK” herein.

TD Securities (USA) LLC currently serves as remarketing agent for the 2008 Bonds (the “Remarketing Agent”). [TD Securities (USA) LLC Logo]
__________________
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the Authority, the City, its Municipal Advisor or the Remarketing Agent is responsible for the selection or use of these CUSIP numbers and no representation is made as to their correctness on the 2008 Bonds or as indicated above. The CUSIP number for a specific bond is subject to being changed after the issuance of the bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of such bonds.
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TABLE OF CONTENTS
Page
INTRODUCTION .........................................................................................................................................1 CREDIT FACILITY......................................................................................................................................2 INFORMATION CONCERNING THE BANK ...........................................................................................5 RATINGS ......................................................................................................................................................6 MISCELLANEOUS ......................................................................................................................................6 APPENDIX A – COPY OF OFFICIAL STATEMENT, DATED AUGUST 26, 2008, AS SUPPLEMENTED ON FEBRUARY 25, 2014, JUNE 22, 2016, JUNE 4, 2019 AND MAY 11, 2023 ...............................................................................................................A-1 #18..
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SUPPLEMENT NO. 5, DATED JUNE 1, 2026, TO OFFICIAL STATEMENT, DATED AUGUST 26, 2008

RELATING TO
$65,170,000

MODESTO PUBLIC FINANCING AUTHORITY

LEASE REVENUE REFUNDING BONDS
SERIES 2008

INTRODUCTION
The purpose of this Supplement No. 5 to Official Statement (this “Supplement”) is to supplement the Official Statement dated August 26, 2008, as supplemented on February 25, 2014, June 22, 2016, June 4, 2019 and May 11, 2023 (together, the “Original Official Statement”), relating to the $65,170,000 original principal amount of Modesto Public Financing Authority Lease Revenue Refunding Bonds, Series 2008 (the “2008 Bonds”). The 2008 Bonds are currently outstanding in the aggregate principal amount of $41,770,000. This Supplement provides information concerning the extension to June [__], 202[__] of the stated expiration date of the irrevocable direct-pay letter of credit (the “Letter of Credit”) issued by BMO Bank N.A. (formerly known as BMO Harris Bank N.A.) (the “Bank”), successor in interest to Bank of the West, pursuant to the terms of a Reimbursement Agreement, dated as of June 1, 2019, as amended by an Amendment No. 1 to Reimbursement Agreement (as so amended, the “Existing Reimbursement Agreement”), each by and among the Bank, the Modesto Public Financing Authority (the “Authority”) and the City of Modesto (the “City”), to provide for the payment of principal, purchase price and optional and mandatory sinking fund redemption price of and interest on the 2008 Bonds. The Letter of Credit currently has a stated expiration date of June 8, 2026.

The 2008 Bonds were issued pursuant to an Indenture, dated as of August 1, 2008, by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee, in order to provide funds to (i) refund certain bonds previously issued by the Authority, (ii) fund the Reserve Fund for the 2008 Bonds and (iii) pay the costs of issuance of the 2008 Bonds.

In connection with the extension of the Letter of Credit’s stated expiration date by the Bank, the Existing Reimbursement Agreement will be amended pursuant to an Amendment No. 2 to Reimbursement Agreement (the “Amendment No. 2” and the Existing Reimbursement Agreement, as amended by Amendment No. 2, the “Reimbursement Agreement”). See “CREDIT FACILITY” herein.

This Supplement also provides information about the Bank, which has been provided by the Bank.

See “INFORMATION CONCERNING THE BANK” below.

The Bank has provided only the information related to itself set forth under the heading “INFORMATION CONCERNING THE BANK” for inclusion in this Supplement and has not provided any other information for this Supplement. No representation is made herein as to the accuracy or adequacy of such information or as to the absence of material adverse changes in such information subsequent to the date hereof, or that the information given below or incorporated herein by reference is correct as of any time subsequent to its date. The Bank has not (i) independently verified or reviewed, (ii) made any representation regarding, nor (iii) accepted any responsibility for the accuracy or completeness of, this Supplement or the Original Official Statement or any information or disclosure contained herein or therein, other than solely with respect to the information with respect to itself set forth in this Supplement under the heading “INFORMATION CONCERNING THE BANK.”
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Information with respect to the 2008 Bonds is contained in the Original Official Statement, as supplemented by this Supplement. This Supplement should be read together with the Original Official Statement (a copy of which is attached hereto as Appendix A and incorporated herein by reference). To the extent that the information in this Supplement conflicts with the information in the Original Official Statement, this Supplement shall govern. No attempt has been made to update the Original Official Statement except as specifically set forth in this Supplement. Unless otherwise defined in this Supplement, all terms used herein shall have the same meanings as those terms in the Original Official Statement.

CREDIT FACILITY
POTENTIAL PURCHASERS OF THE 2008 BONDS SHOULD BASE ANY DECISION WITH RESPECT TO THE PURCHASE, HOLDING OR TENDER OF SUCH 2008 BONDS SOLELY UPON THE CREDIT OF THE BANK AND NOT THE CITY OR THE AUTHORITY.

NEITHER THE CITY NOR THE AUTHORITY HAS OBLIGATED ITSELF TO PURCHASE THE 2008 BONDS IN THE EVENT OF A MANDATORY OR OPTIONAL TENDER. CERTAIN

INFORMATION INCLUDED IN THIS SUPPLEMENT WITH RESPECT TO THE CITY AND THE AUTHORITY IS FOR INFORMATIONAL PURPOSES ONLY.

Reference is made to each of the Letter of Credit and the Reimbursement Agreement in its entirety for the detailed provisions thereof, copies of which are available for inspection from the Trustee.

Credit Facility
The Bank has established, at the request and for the account of the City, the Letter of Credit in favor of the Trustee. The Letter of Credit authorizes the Trustee to draw on the Letter of Credit in an aggregate amount not exceeding $42,236,909.00 (as reduced or reinstated from time to time in accordance with the provisions of the Letter of Credit, the “Stated Amount”) of which an amount not exceeding $41,770,000.00 (as reduced or reinstated from time to time in accordance with the provisions of the Letter of Credit, the “Principal Portion”) may be drawn with respect to payment of the unpaid principal of or the portion of the purchase price corresponding to the unpaid principal of the 2008 Bonds and an amount not exceeding $466,909.00 (as reduced or reinstated from time to time in accordance with the provisions of the Letter of Credit, the “Interest Portion”) may be drawn upon with respect to payment of interest actually accrued and unpaid on, or the portion of the purchase price corresponding to interest actually accrued and unpaid on, the 2008 Bonds on or prior to their stated maturity date, but in no event more than interest accrued and unpaid on the 2008 Bonds calculated at a maximum interest rate of 12% per annum (based on a year of 365 days) for the 34 days immediately preceding any drawing. The Stated Amount is comprised of the Principal Portion and the Interest Portion, as they may vary from time to time. The Letter of Credit is only available to be drawn upon with respect to 2008 Bonds bearing interest at a Daily Rate or Weekly Rate pursuant to the Indenture.

Drawings by the Trustee under the Letter of Credit and presentation of a reduction certificate by the Trustee to the Bank will reduce the Stated Amount available for subsequent drawings under the Letter of Credit, subject to reinstatement as provided in the Letter of Credit.

Upon extension, the Letter of Credit will expire at 4:00 p.m. (California time) on the date (the “Expiration Date”) which is the earliest of: (i) June [__], 202[__], unless extended by the Bank in its sole discretion (the “Stated Expiration Date”), (ii) the date on which the Bank honors a drawing which when added to all other drawings honored hereunder and not subject to reinstatement in the aggregate equals the Stated Amount, (iii) the first (1st) Business Day which is five (5) days after the date of the Bank’s receipt of a specified certificate from the Trustee stating that (x) the conditions precedent to the acceptance of an Alternate Credit Facility set forth in the Indenture have been satisfied and the Trustee has accepted an #18..
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Alternate Credit Facility, or (y) no 2008 Bonds remain outstanding under the Indenture or all 2008 Bonds remaining outstanding under the Indenture have been converted to bear interest at a Fixed Rate, Flexible Rate or Term Rate, (iv) the day the Bank delivers to the Trustee a specified certificate stating that an event of default under the Reimbursement Agreement has occurred and that the Letter of Credit has expired, or (v) the date when the Trustee surrenders the Letter of Credit to the Bank for cancellation. The Trustee has agreed in the Letter of Credit to surrender the Letter of Credit to the Bank, and not to make any drawing after (a) the Expiration Date, or (b) the date on which there are no 2008 Bonds outstanding under the Indenture. Funds under the Letter of Credit will be paid with the Bank’s own funds.

Reimbursement Agreement
General. The following summarizes certain provisions of the Reimbursement Agreement. The Reimbursement Agreement, among other things, sets the terms and conditions whereby the Authority and the City are required to repay to the Bank any amounts drawn by the Trustee under the Letter of Credit.

Among other things, the Reimbursement Agreement also provides for the payment or reimbursement to the Bank of certain specified fees, costs and expenses, affirmative and negative covenants to be observed on the part of the Authority and the City and certain indemnification obligations on the part of the Authority and the City. The Reimbursement Agreement will not secure the Trustee, the holders of the 2008 Bonds, or the 2008 Bonds.

For purposes of this summary, “Bankruptcy Law” shall mean Title 11, U.S. Code, as amended or supplemented, any successor statute thereto, or any similar Federal, state, or foreign law for the relief of debtors.

For purposes of this summary, “Related Documents” shall mean the Reimbursement Agreement, the related fee letter agreement, the Letter of Credit, the 2008 Bonds, the Indenture, the Lease Agreement, the Facilities Leases, the Remarketing Agreement, the Official Statement and the other documents, certificates and opinions executed and delivered in connection with issuance of the 2008 Bonds.

For purposes of this summary, “Successor Agency” means the City as the successor agency for the Redevelopment Agency of the City of Modesto as designated under Section 34173 of the California Health & Safety Code.

Events of Default. If any of the following events shall occur and be continuing, each such event shall be an “Event of Default” under the Reimbursement Agreement:
(a) The Authority or the City (by payment of Base Rental Payments or Additional Payments under the Lease Agreement) shall fail to pay when due any amount payable to the Bank under the Reimbursement Agreement or under the Lease Agreement (including any Base Rental Payment or Additional Payment) or under any of the Related Documents; or (b) Any provision of the 2008 Bonds or any other Related Document ceases to be valid and binding against the Authority, the City, the Successor Agency or the Financing Agency (as the case may be) or shall be declared null and void or the Authority, the City, the Successor Agency or the Financing Agency repudiates its obligations under the Reimbursement Agreement or any of the Related Documents or the pledge and assignment pursuant to the Reimbursement Agreement and pursuant to the Indenture shall for any reason cease to be fully enforceable with the priority required under the Reimbursement Agreement and under the Indenture; or
(c) The Authority, the City, the Successor Agency or the Financing Agency shall either (i) become insolvent or generally fail to pay, or admit in writing its inability to pay, its debts as they become #18..
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due; or (ii) voluntarily commence any proceeding or file any petition under the Bankruptcy Law or similar law seeking dissolution or reorganization or the appointment of a receiver, trustee, custodian or liquidator for itself or a substantial portion of its property, assets or business or to effect a plan or other arrangement with its creditors, or shall file any answer admitting the jurisdiction of the court and the material allegations of an involuntary petition filed against it in any bankruptcy, insolvency or similar proceeding, or shall be adjudicated bankrupt, or shall make a general assignment for the benefit of creditors, or shall consent to, or acquiesce in the appointment of, a receiver, trustee, custodian or liquidator for itself or a substantial portion of its property, assets or business; or (iii) take any action for the purpose of effectuating any of the foregoing; or
(d) Involuntary proceedings or an involuntary petition shall be commenced or filed against the Authority, the City, the Successor Agency or the Financing Agency under the Bankruptcy Law or similar law seeking the dissolution or reorganization of the Authority, the City, the Successor Agency or the Financing Agency or the appointment of a receiver, trustee, custodian or liquidator for the Authority, the City, the Successor Agency or the Financing Agency or of a substantial part of the property, assets or business of the Authority, the City, the Successor Agency or the Financing Agency, or any writ, judgment, warrant of attachment, execution or similar process shall be issued or levied against a substantial part of the property, assets or business of the Authority, the City, the Successor Agency or the Financing Agency, and such proceedings or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded, within thirty (30) days after commencement, filing or levy, as the case may be; or
(e) Any judgments or arbitration awards are entered against the City, or the City enters into any settlement agreements with respect to any litigation or arbitration, in an aggregate amount of $500,000 or more in excess of any insurance coverage, provided that the insurer has issued a letter of responsibility for payment up to the amount of insurance coverage; or
(f) The City shall fail to make a payment on any debt to any person or entity payable from the City’s general fund in excess of $500,000 (measured in the case of any Swap, by the amount of any settlement amount that would be payable by the City if such Swap were terminated as of such date), or in connection with any credit the City has obtained from the Bank regardless of amount, or any interest or premium thereon when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such debt, or the City shall fail to perform or observe any term, covenant or condition in any agreement or instrument relating to any debt to any person or entity in excess of $500,000 (measured in the case of any Swap, by the amount of any settlement amount that would be payable by the City if such Swap were terminated as of such date) when required to be performed or observed, if the effect of such failure to perform or observe results in the acceleration, or ability to accelerate, the maturity of such debt (or, with respect to any Swap, which results in such Swap being terminated early or being capable of being terminated early); or
(g) Any default occurs under the Lease Agreement or any other Related Document, in each case after the passage of any notice and cure periods; or (h) The City or the Authority fails to meet the conditions of, or fails to perform (i) any term, covenant, condition or agreement on its part to be performed or observed under certain affirmative covenants set forth in the Reimbursement Agreement, or (ii) any term, covenant, condition or agreement on its part to be performed or observed not specifically referred to in any of the Events of Default, and such default (solely in the case of clause (ii)) is not cured within thirty (30) days after the Bank has given the City or the Authority, as applicable, written notice of such default; or #18..
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(i) Any of the City’s or the Authority’s representations or warranties made in the Reimbursement Agreement or in any statement or certificate at any time made or deemed made by or on behalf of the City or the Authority pursuant thereto or in connection therewith, and/or in any of the other Related Documents, is false or misleading in any material respect when made or deemed made; or (j) The ratings assigned to any long term, unenhanced general fund obligation of the City shall be withdrawn or suspended or otherwise unavailable for credit-related reasons or reduced below Baa1 by Moody’s Investors Service, Inc., BBB+ by S&P Global Ratings or BBB+ by Fitch Ratings, Inc. In the event of split ratings, the default will be determined by reference to the lowest rating; or (k) The leasehold interest of the Authority under either of the Parking Garage Facilities Lease or the City – County Administration Facilities Lease shall terminate; or (l) A moratorium shall have been declared with respect to the payment of the debts of the Authority or the City; or
(m) Any of the funds or accounts established pursuant to the Indenture or the Lease Agreement or any funds or accounts on deposit, or otherwise to the credit of, such funds or accounts shall become subject to any stay, writ, judgment, warrant of attachment, execution or similar process by any of the creditors of the City or the Authority and such stay, writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or stayed within thirty (30) days after its issue or levy; or (n) An event shall have occurred that in the opinion of the Bank has a material adverse effect on the financial condition, operations or prospects of the City or its ability to perform its obligations under the Reimbursement Agreement or any Related Document.

Remedies. If an Event of Default under the Reimbursement Agreement shall have occurred and be continuing, the Bank may (i) give notice to the Trustee under the Indenture of the Bank’s election to cause a mandatory tender of the 2008 Bonds because of the occurrence and continuance of an Event of Default under the Reimbursement Agreement, (ii) declare all unpaid amounts drawn under the Letter of Credit and the corresponding Bank Bonds, together with all interest accrued and unpaid thereon and all other amounts payable to the Bank under the Reimbursement Agreement to be immediately due and payable, without presentment, demand, protest or any notice of any kind, but subject to certain limitations on repayment set forth in the Reimbursement Agreement or (iii) exercise any and all rights and remedies available to the Bank under the Reimbursement Agreement or the Indenture, at law or in equity; provided, that the Bank may not cause the acceleration of Base Rental Payments under the Lease Agreement. In the event of the occurrence of an Event of Default described in paragraphs (c) or (d) above, all unpaid amounts drawn under the Letter of Credit and the corresponding Bank Bonds, together with all interest accrued thereon and all other amounts payable to the Bank under the Reimbursement Agreement shall be immediately due and payable, without notice to the City or the Authority and without presentment, demand, protest or further notice of any kind, but subject to certain limitations on repayment set forth in the Reimbursement Agreement.

INFORMATION CONCERNING THE BANK
Except for the contents under this subheading, BMO Bank N.A. did not participate in the preparation of, or in any way verify the information in, any other part of this Supplement and assumes no responsibility for the nature, contents, accuracy or completeness of the information set forth in this Supplement.
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BMO Bank N.A. (“BBNA”), with executive offices in Chicago, Illinois, is a wholly-owned subsidiary of BMO Financial Corp., a Delaware corporation (“BFC”). BFC is based in Chicago and whollyowned by Bank of Montreal (“BMO”) (NYSE, TSX: BMO). BFC operates primarily through its subsidiary BBNA, which provides banking, financing, investing and cash management services in the United States.

BMO brands the organization’s member companies as BMO Financial Group (“BMO FG”). BMO FG is a highly diversified financial services provider based in North America, providing a broad range of products and services directly and through Canadian and non-Canadian subsidiaries, offices, and branches.

Additional information about BBNA and BMO is available on SEDAR (http://www.sedar.com), EDGAR (http://www.sec.gov) and on BMO’s website (https://www.bmo.com/main/aboutbmo/banking/investor-relations), or will be provided without charge upon written request directed to: Bank of Montreal, Corporate Secretary’s Department, 100 King Street West, 1 First Canadian Place, 9th Floor, Toronto, Ontario M5X 1A1. The financial information referenced in this paragraph is not incorporated by reference into this Supplement.

The Letter of Credit is an obligation solely of BBNA and is not an obligation of, or otherwise guaranteed by, BFC, BMO or any of their respective affiliates (other than BBNA). Neither BFC, BMO or any of their respective affiliates (other than BBNA) is required to make payments under the Letter of Credit.

None of BBNA, BFC, BMO or any of their respective affiliates makes any representation as to, or is responsible for the suitability of the 2008 Bonds for any investor, the feasibility or performance of any project or compliance with any securities or tax laws or regulations. The 2008 Bonds are not direct obligations of, or guaranteed by, the BBNA, BFC, BMO or any of their respective affiliates.

RATINGS
Fitch and S&P have assigned the 2008 Bonds the ratings of [“AA- (negative outlook)/F1+” and “A+ (stable)/A-1”], respectively, based on the Bank’s Letter of Credit supporting the 2008 Bonds.

Generally, rating agencies base their ratings on information and material furnished directly to them and on investigations, studies and assumptions made by them. The ratings reflect only the views of such organizations and an explanation of the significance of such ratings may be obtained from Fitch Ratings, 33 Whitehall Street, New York, New York 10004 and Standard & Poor’s Ratings Services, 55 Water Street, New York, New York 10041. Neither the Authority nor the City makes any representation as to the appropriateness of the ratings. There is no assurance that the ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by such rating agencies, if, in the judgment of such rating agencies, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the 2008 Bonds.

MISCELLANEOUS
This Supplement is not to be construed as a contract or agreement between the Authority or the City and the purchasers or holders of any of the 2008 Bonds. Any statements made in this Supplement involving matters of opinion, whether or not expressly so stated, are intended merely as an opinion and not as representations of fact. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Supplement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority, the City or the Bank since the date hereof.
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This Supplement has been duly approved, executed and delivered by the City and the Authority.

CITY OF MODESTO, CALIFORNIA
By: /s/ DeAnna Christensen
Director of Finance

MODESTO PUBLIC FINANCING AUTHORITY
By: /s/ DeAnna Christensen
Auditor and Treasurer
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APPENDIX A
COPY OF OFFICIAL STATEMENT, DATED AUGUST 26, 2008,
AS SUPPLEMENTED AS OF FEBRUARY 25, 2014, JUNE 22, 2016, JUNE 4, 2019 AND MAY 11, 2023
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NP DRAFT 4/16
AMENDMENT NO. 2 TO FEE LETTER AGREEMENT
May [__], 2026
City of Modesto
1010 Tenth Street, Suite 5200
Modesto, California 95354
Modesto Public Financing Authority
c/o City of Modesto
1010 Tenth Street, Suite 5200
Modesto, California 95354
Re: Modesto Public Financing Authority Lease Revenue Refunding Bonds, Series 2008 Ladies and Gentlemen:

This Amendment No. 2 to Fee Letter Agreement, dated May [__], 2026 (this “Fee Letter Agreement Amendment No. 2”), by and among BMO Bank N.A. (formerly known as BMO Harris Bank N.A., the “Bank”), the Modesto Public Financing Authority (the “Authority”) and the City of Modesto (the “City”), amends that certain Fee Letter Agreement, dated June 13, 2019, by and among Bank of the West (predecessor to the Bank), the Authority and the City (the “Original Fee Letter Agreement,” and, as amended by the Amendment No. 1 to Fee Letter Agreement, dated May 12, 2023, by and among BMO Harris Bank N.A. (which the Bank was formerly known as), the City and the Authority (“Amendment No. 1 to Fee Letter Agreement”) shall hereinafter be referred to as the “Prior Fee Letter Agreement”). This Fee Letter Agreement Amendment No. 2, together with the Prior Fee Letter Agreement, is hereby referred to as the “Fee Letter Agreement, as it may be further amended and supplemented from time to time.

Reference is hereby made to that certain Reimbursement Agreement, dated as of June 1, 2019 (the “Original Reimbursement Agreement”), by and among the City, the Authority and Bank of the West, as amended by that certain Amendment No. 1 to Reimbursement Agreement, dated May 12, 2023 (the “Reimbursement Agreement Amendment No. 1”), by and among the City, the Authority and BMO Harris Bank N.A., and by that certain Amendment No. 2 to Reimbursement Agreement, dated May [__], 2026 (the “Reimbursement Agreement Amendment No. 2”, and the Original Reimbursement Agreement, as amended by the Reimbursement Agreement Amendment No. 1 and the Reimbursement Agreement Amendment No. 2 and as the same may be further amended or supplemented from time to time, the “Agreement”), by and among the City, the Authority and the Bank, pursuant to which Bank of the West issued its Irrevocable Transferable Letter of Credit No. MB60517199, as amended from time to time, including as amended by that certain Amendment No. 1 to Irrevocable Transferable Letter of Credit No. MB60517199 dated May 12, 2023 (“Letter of Credit Amendment No. 1”) issued by the Bank, and that certain Amendment No. 2 to Irrevocable Transferable Letter of Credit No.

HACH699560OS dated May [__], 2026 (the “Letter of Credit Amendment No. 2”) issued by the Bank, supporting the above-referenced Bonds (as so amended and as it may be further amended #18..
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and supplemented from time to time, the “Letter of Credit”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

Section 1. Authority and Definitions.
(a) This Fee Letter Agreement Amendment No. 2 is entered into pursuant to Section 2.1 of the Prior Fee Letter Agreement.
(b) This Fee Letter Agreement Amendment No. 2 amends the Prior Fee Letter Agreement.
(c) Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
(d) This Fee Letter Agreement Amendment No. 2 shall become effective upon the execution and delivery hereof by the Authority, the City and the Bank on May [__], 2026. (e) The provisions of this Fee Letter Agreement Amendment No. 2 shall supersede and prevail over any conflicting provisions of the Prior Fee Letter Agreement. If there is any conflict between the terms, conditions and provisions of this Fee Letter Agreement Amendment No. 2 and those of any of the Related Documents, the terms, conditions and provisions of this Fee Letter Agreement Amendment No. 2, as applicable, shall prevail. Save and except as expressly amended hereby, all of the terms and provisions of the Prior Fee Letter Agreement shall continue in full force and effect and are applicable to the provisions of this Fee Letter Agreement Amendment No. 2 and the obligations of the parties hereunder. Reference to this specific Fee Letter Agreement Amendment No. 2 need not be made in any note, document, agreement, letter, certificate, the Agreement or any communication issued or made subsequent to, or with respect to, the Agreement, it being hereby agreed that any reference to the Agreement shall be sufficient to refer to the Prior Fee Letter Agreement as hereby amended. The parties hereto expressly agree that this Fee Letter Agreement Amendment No. 2 shall constitute a modification of the Prior Fee Letter Agreement and does not constitute a novation or substitution with respect to the Prior Fee Letter Agreement.

Section 2. Amendment of the Prior Fee Letter Agreement. (a) All references to “BMO Harris Bank, N.A” or “Bank of the West,” as applicable, in the Prior Fee Letter Agreement shall refer to “BMO Bank, N.A.” instead. (b) Section 1.1 of the Prior Fee Letter Agreement is hereby deleted in its entirety and the following substituted therefor:

Section 1.1. Letter of Credit Fee. For the period from May 12, 2023 through June [8], 2026, the Letter of Credit Fee (as defined below) shall be as set forth in the Amendment No. 1 to Fee Letter Agreement (which provisions, for purposes of determining the Letter of Credit Fee in effect for the period from May 12, 2023 through June [8], 2026, was incorporated by reference into the Agreement)[ and, as of the date of this Fee Letter Agreement Amendment No. 2, the Bank, the City and the Authority hereby agree and acknowledge is 0.34% per annum]. For the period from and after June [9], 2026, the Authority and the City (by payment of Additional Payments under the Lease Agreement) #18..
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hereby agree to pay or cause to be paid to the Bank a nonrefundable letter of credit fee (the “Letter of Credit Fee”), payable semiannually in arrears from and after June [9], 2026 as further described in Section 1.2 hereof), equal to (i) the Letter of Credit Fee Rate multiplied by (ii) the Stated Amount of the Letter of Credit, for each day during such semiannual period commencing on the first day of such semiannual period (or, in the case of the first semiannual period of April 1, 2026 through September, 30, 2026, from and after June [9], 2026) and ending on the last calendar day of such semiannual period. As used above, “Letter of Credit Fee Rate” shall mean 0.34%, as subject to increase pursuant to Amendment No. 1 to Fee Letter Agreement through June [8], 2026, and, from and after June [9], 2026, shall mean 0.32% per annum, increased one time per level by the percentage points indicated below for each level below the A2/A/A level through or to which the current rating assigned to any long term, unenhanced general fund obligation of the City by Moody’s Investors Service, Inc., S&P Global Ratings or Fitch Ratings, Inc. falls:

Rating
(Moody’s/S&P/Fitch)
Percentage Point
Increase
A2/A/A or higher 0.00%
A3/A-/A- 0.10%
Baa1/BBB+/BBB+ 0.10%
In the event that (x) the ratings assigned to any long term, unenhanced general fund obligation of the City shall be withdrawn or suspended or otherwise unavailable for creditrelated reasons or reduced below Baa1 by Moody’s Investors Service, Inc., BBB+ by S&P Global Ratings or BBB+ by Fitch Ratings, Inc. or (y) upon the occurrence of an Event of Default, the then current Letter of Credit Fee Rate based on the table above will be increased by an additional 1.50% per annum. In the event of split ratings, the Letter of Credit Rate will be based on the level that includes the lowest such rating. All such fee increases shall be cumulative.
(c) Section 1.2 of the Original Fee Letter Agreement is hereby deleted in its entirety and the following substituted therefor:

Section 1.2. Payment Dates. The Letter of Credit Fee shall be paid semiannually in arrears for the preceding semiannual period on the first Business Day of each April and October, with the next payment to occur on [October 1, 2026] (which such payment shall include the Letter of Credit Fee as calculated pursuant to Section 1.1 hereof) for the calendar quarter commencing on April 1, 2026 and ending on September 30, 2026 and on the Expiration Date.
(d) The last sentence of Section 1.3 of the Prior Fee Letter Agreement is hereby deleted in its entirety.
(e) Section 1.6 of the Prior Fee Letter is hereby deleted by replacing the bank account information set forth therein and replacing it with the following:
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[“BMO Bank, N.A.

ABA#: _____
A/C#: _____
Attention: _____
Ref: LC No. HACH699560OS
Obligor No. _________”]
(f) Article II of the Prior Fee Letter Agreement is hereby amended by deleting the notice information therein and replacing it with the following:

If with respect to draws under the Letter of Credit, to:

BMO Bank, N.A.

BMO Bank, N.A.
180 Montgomery Street
San Francisco, California 94104
Attention: Edward C. Neu, Managing Director
Telephone: (415) 765-4938
Email: [email protected]
and
BMO Bank, N.A.
320 S. Canal Street, 16th Floor
Chicago, Illinois 60606
Attention: Millicent Jackson, Vice President
Telephone: (312) 461-5610
Email: [email protected]
Section 3. Miscellaneous.
(a) Governing Law. This Fee Letter Agreement Amendment No. 2 shall be governed by, and construed in accordance with, the laws of the State of California. (b) Counterparts. This Fee Letter Agreement Amendment No. 2 may be executed in as many counterparts as necessary or convenient, and by the different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement. This Fee Letter Agreement Amendment No. 2 may be #18..
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delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy to an email, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. (c) Severability. Any provision of this Fee Letter Agreement Amendment No. 2 which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, by ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provisions in any other jurisdiction.
(d) One Agreement. Taken together with the Prior Fee Letter Agreement and the other instruments and documents delivered in compliance herewith, this Fee Letter Agreement Amendment No. 2 and any related security or other agreements required by this Fee Letter Agreement Amendment No. 2, collectively: (i) represent the sum of the understandings and agreements among the Authority, the Bank and the City concerning this credit; (ii) replace any prior oral or written agreements between or among the Bank and the Authority and/or the City concerning this credit; and (iii) are intended by the Bank, the Authority and the City as the final, complete and exclusive statement of the terms agreed to by them. In the event of any conflict between this Fee Letter Agreement Amendment No. 2 and any other agreements required by this Fee Letter Agreement Amendment No. 2, this Fee Letter Agreement Amendment No. 2 will prevail.
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[Signature Page to Amendment No. 2 to Fee Letter Agreement] S-1
If the foregoing accurately reflects our agreement, please indicate the same by signing in the space provided below.

Very truly yours,
BMO BANK N.A.

By:

Name: Edward C. Neu
Title: Managing Director
[Signatures continue on the next page]
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[Signature Page to Amendment No. 2 to Fee Letter Agreement] S-2
Accepted and Agreed to:

CITY OF MODESTO
By:

Typed Name: DeAnna Christensen
Title: Finance Director/Treasurer
Attest:

By:

Typed Name: Diane Navares-Perez
Title: City Clerk
Approved as to Form:

By:

Typed Name:

Title:

MODESTO PUBLIC FINANCING

AUTHORITY
By:

Typed Name: DeAnna Christensen
Title: Auditor and Treasurer
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NP DRAFT 4/16
AMENDMENT NO. 2 TO

REIMBURSEMENT AGREEMENT
among
BMO BANK N.A.
and

CITY OF MODESTO
and

MODESTO PUBLIC FINANCING AUTHORITY
Dated May [__], 2026
Relating to the

MODESTO PUBLIC FINANCING AUTHORITY

LEASE REVENUE REFUNDING BONDS
SERIES 2008
Amending that certain Reimbursement Agreement, dated as of June 1, 2019, by and among Bank of the West, the City of Modesto and the Modesto Public Financing Authority, as amended by that certain Amendment No. 1 to Reimbursement Agreement, by and among BMO Harris Bank N.A. (as successor to Bank of the West), the City of Modesto and the Modesto Public Financing Authority
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AMENDMENT NO. 2 TO

REIMBURSEMENT AGREEMENT
This AMENDMENT NO. 2 TO REIMBURSEMENT AGREEMENT (this “Amendment No. 2”), dated May [__], 2026, by and among BMO BANK N.A., a national banking association (formerly known as BMO Harris Bank N.A., the “Bank”), the MODESTO PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “Authority”) and the CITY OF MODESTO, a charter city and municipal corporation duly organized and existing under laws of the State of California (the “City”).

WITNESSETH:

A. Bank of the West, the Authority and the City entered into that certain Reimbursement Agreement, dated as of June 1, 2019 (the “Original Reimbursement Agreement”), by and among the Bank, the Authority and the City.

B. Effective February 1, 2023, the Letter of Credit became an obligation of the Bank as successor to Bank of the West, and the Original Reimbursement Agreement was amended by that certain Amendment No. 1 to Reimbursement Agreement, dated May 12, 2023 (the “First Amendment,” and, with the Original Reimbursement Agreement, is hereby referred to as the “Revised Agreement”), by and among the Bank, the Authority and the City, which extended the Stated Expiration of the Letter of Credit to June 8, 2026.

C. The City has applied to the Bank, and the Bank has agreed on the terms and conditions set forth herein, for the extension by the Bank of the Stated Expiration Date of the Letter of Credit to [June 8, 2029] and an amendment of certain provisions of the Revised Agreement and certain provisions of the Fee Letter Agreement, dated as of June 13, 2019 as amended by the Amendment No. 1 to Fee Letter Agreement, dated May 2023 among the Bank, the City and the Authority (collectively, the “Prior Fee Letter”).

D. As of May [__], 2026, the Stated Amount of the Letter of Credit is $[_______], consisting of a Principal Portion of $[35,995,000.00] and an Interest Portion of $[366,138.08]. [TBD]
NOW, THEREFORE, in consideration of the foregoing and the undertakings herein set forth and intending to be legally bound, the Authority, the City and the Bank hereby agree as follows:

Section 1. Authority and Definitions.
(a) This Amendment No. 2 is entered into pursuant to Section 7.1 of the Revised Agreement.
(b) This Amendment No. 2 amends the Revised Agreement.
(c) Capitalized terms used herein without definition shall have the meanings set forth in the Revised Agreement.
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2 (d) Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, this Amendment No. 2 shall become effective, a letter of credit amendment substantially in the form of Exhibit A attached hereto (the “Letter of Credit Amendment No. 2”) shall be delivered to the Trustee by the Bank, and the Amendment No. 2 to Fee Letter Agreement, dated May [__], 2026, by and among the City, the Authority and the Bank (the “Fee Letter Agreement Amendment No. 2”), shall be executed and delivered by the Bank, upon the execution and delivery hereof by the Authority, the City and the Bank on May [__], 2026 (the “Extension Closing Date”). (e) The provisions of this Amendment No. 2 shall supersede and prevail over any conflicting provisions of the Revised Agreement. If there is any conflict between the terms, conditions and provisions of this Amendment No. 2 and those of any of the Related Documents, the terms, conditions and provisions of this Amendment No. 2, as applicable, shall prevail. Save and except as expressly amended hereby, all of the terms and provisions of the Revised Agreement continue in full force and effect and are applicable to the provisions of this Amendment No. 2 and the obligations of the parties hereunder. Reference to this specific Amendment No. 2 need not be made in any note, document, agreement, letter, certificate, the Revised Agreement or any communication issued or made subsequent to, or with respect to, the Revised Agreement, it being hereby agreed that any reference to the Reimbursement Agreement shall be sufficient to refer to the Revised Agreement as hereby amended. The parties hereto expressly agree that this Amendment No. 2 shall constitute a modification of the Revised Agreement and does not constitute a novation or substitution with respect to the Revised Agreement.

Section 2. Amendment of the Revised Agreement.
(a) All references to the Bank in the Revised Agreement shall refer to BMO Bank N.A.
(b) The definitions of “Agreement,” “Bank” and “Fee Letter Agreement” in Section 1.1 of the Revised Agreement are hereby deleted in their entirety and the following substituted therefor:
“Agreement” shall mean this Reimbursement Agreement, dated as of June 1, 2019, by and among the Bank (as successor to Bank of the West), the Authority and the City, as amended by the Amendment No. 1 to Reimbursement Agreement, dated May 12, 2023, by and among the Bank, the Authority and the City, and the Amendment No. 2 to Reimbursement Agreement, dated May [__], 2026, by and among the Bank, the Authority and the City, and as the same may from time to time be further amended, supplemented or otherwise modified in accordance with its terms.
“Bank” means BMO Bank N.A. and its successors and assigns. “Fee Letter Agreement” shall mean the Fee Letter Agreement dated June 13, 2019 by and among the City, the Authority and the Bank (as successor to Bank of the West), as amended by the Amendment No. 1 to Fee Letter Agreement, dated May 12, 2023, by and among the City, the Authority and the Bank, and the Amendment No. 2 to Fee Letter Agreement, dated May [__], 2026, by and among #18..
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3 the City, the Authority and the Bank, and as the same may be further amended or supplemented from time to time.
(c) The Revised Agreement is hereby amended by adding the attached “Schedule I – Schedule of Mandatory Payments” thereto after Exhibit A therein and by adding a reference to Schedule I to the Table of Contents thereof.

Section 3. Conditions Precedent to Execution and Delivery and Effectiveness of this Amendment No. 2 and the Fee Letter Agreement Amendment No. 2 and Issuance of the Letter of Credit Amendment No. 2. The obligation of the Bank to execute and deliver this Amendment No. 2 and the Fee Letter Agreement Amendment No. 2 and to issue the Letter of Credit Amendment No. 2 shall be subject to the fulfillment of the following conditions precedent on or before the Extension Closing Date, in a manner satisfactory to the Bank and its counsel:
(a) the Bank shall have received opinions of the City Attorney and counsel to the Successor Agency, each in form and substance satisfactory to the Bank and its counsel dated the Extension Closing Date;
(b) the Bank shall have received an opinion of the counsel to the Authority, in form and substance satisfactory to the Bank and its counsel dated the Extension Closing Date; (c) the Bank shall have received on the Extension Closing Date executed originals of this Amendment No. 2 and the Fee Letter Agreement Amendment No. 2, and any other documents which the Bank may reasonably request evidencing that all necessary action (including, without limitation, adoption of resolutions) required to be taken by the Authority and the City in connection with the authorization, execution, issuance, delivery and performance of such documents and any other document required to be delivered by the City pursuant to or in connection with this Amendment No. 2 or the Fee Letter Agreement Amendment No. 2 or the transactions contemplated hereby or thereby, has been taken; (d) the Bank shall have received a certificate signed by an Authorized Representative of the City dated the Extension Closing Date stating that on such date:
(i) the representations and warranties set forth in this Amendment No. 2 and in any other certificate, letter, writing or instrument delivered by the City to the Bank pursuant hereto or in connection herewith, shall be true and correct as of the Extension Closing Date;
(ii) no material adverse change shall have occurred in the condition (financial or otherwise) of the City prior to the Extension Closing Date; (iii) on the Extension Closing Date no Event of Default or no event, act or omission which with notice, lapse of time or both, would constitute such an Event of Default, shall have occurred and be continuing; (iv) there is no lawsuit, tax claim or other dispute pending or threatened against the City which, if lost, would impair the City’s financial condition or ability #18..
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4 to repay the unreimbursed Drawings, except as have been disclosed in writing to the Bank;
(v) the City is in compliance with the terms and conditions of Reimbursement Agreement and has performed or complied with all of its Obligations, agreements and covenants to be performed or complied with pursuant to the Reimbursement Agreement on or prior to the Extension Closing Date; (vi) all information, documents, statements and certificates provided to the Bank by or on behalf of the City in connection with the Letter of Credit Amendment No. 2 are true and correct on and as of the date hereof and were provided in expectation of the Bank’s reliance thereon in issuing the Letter of Credit Amendment No. 2; and
(vii) the City has delivered to the Bank true, correct and complete copies of the Related Documents and such documents were duly issued, adopted or executed and delivered, have not been modified, amended or rescinded and are in full force and effect on and as of the Extension Closing Date and the Title Insurance Policy has not been modified, amended or rescinded and is in full force and effect on and as of the Extension Closing Date;
(e) the Bank shall have received copies of resolutions of the City Council of the City, certified as of the Extension Closing Date by the City Clerk, authorizing, among other things, the execution, delivery and performance by the City of this Amendment No. 2, the Fee Letter Agreement Amendment No. 2 and any other documents to be delivered by it hereunder; (f) the Bank shall have received a certificate of an Authorized Representative of the City dated the Extension Closing Date certifying as to the authority, incumbency and specimen signatures of the Authorized Representative of the City authorized to sign this Amendment No. 2, the Fee Letter Agreement Amendment No. 2 and any other documents to be delivered by it hereunder and who will be authorized to represent the City in connection with the Letter of Credit, the Reimbursement Agreement and the Fee Letter Agreement, upon which the Bank may rely until it receives a new such certificate; (g) the Bank shall have received a certificate signed by an Authorized Representative of the Authority dated the Extension Closing Date stating that on such date:
(i) the representations and warranties set forth in this Amendment No. 2 and in any other certificate, letter, writing or instrument delivered by the Authority to the Bank pursuant hereto or in connection herewith, shall be true and correct as of the Extension Closing Date;
(ii) no material adverse change shall have occurred in the condition (financial or otherwise) of the Authority prior to the Extension Closing Date; (iii) on the Extension Closing Date no Event of Default or no event, act or omission which with notice, lapse of time or both, would constitute such an Event of Default, shall have occurred and be continuing; #18..
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5 (iv) there is no lawsuit, tax claim or other dispute pending or threatened against the Authority which, if lost, would impair the Authority’s financial condition or ability to repay the unreimbursed Drawings, except as have been disclosed in writing to the Bank;
(v) the Authority is in compliance with the terms and conditions of the Reimbursement Agreement and has performed or complied with all of its Obligations, agreements and covenants to be performed or complied with pursuant to the Reimbursement Agreement on or prior to the Extension Closing Date; (vi) all information, documents, statements and certificates provided to the Bank by or on behalf of the Authority in connection with the Letter of Credit Amendment No. 2 are true and correct on and as of the date hereof and were provided in expectation of the Bank’s reliance thereon in issuing the Letter of Credit Amendment No. 2; and
(vii) the Authority has delivered to the Bank true, correct and complete copies of the Related Documents and such documents were duly issued, adopted or executed and delivered, have not been modified, amended or rescinded and are in full force and effect on and as of the Extension Closing Date; (h) the Bank shall have received copies of resolutions of the governing board of the Authority, certified as of the Extension Closing Date by the secretary of such governing board, authorizing, among other things, execution, delivery and performance by the Authority of this Amendment No. 2, the Fee Letter Agreement Amendment No. 2 and any documents to be delivered by it hereunder;
(i) the Bank shall have received a certificate of an Authorized Representative of the Authority dated the Extension Closing Date certifying as to the authority, incumbency and specimen signatures of the Authorized Representative of the Authority authorized to sign this Amendment No. 2, the Fee Letter Agreement Amendment No. 2 and any other documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with the Letter of Credit, the Reimbursement Agreement and the Fee Letter Agreement, upon which the Bank may rely until it receives a new such certificate; (j) the representations and warranties set forth in Section 4 hereof shall be true and correct on and as of the Extension Closing Date and no Event of Default or event, act or omission which with notice, lapse of time or both, would constitute such an Event of Default shall have occurred and be continuing;
(k) payment to the Bank of (or the Bank shall be reasonably satisfied that payment will be made promptly after demand therefor after the Extension Closing Date of) all fees and expenses payable by the City pursuant to Section 5 hereof; and (l) all other legal matters pertaining to the execution and delivery of this Amendment No. 2 and the Fee Letter Agreement Amendment No. 2 and the issuance of the Letter of Credit Amendment No. 2 shall be reasonably satisfactory to the Bank and its counsel. #18..
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6 Section 4. Representations and Warranties.
(a) The City hereby represents and warrants as of the Extension Closing Date that: (i) the representations and warranties of the City set forth in Article 4.1 of the Original Reimbursement Agreement and in any and all documents delivered to the Bank in connection therewith are true and correct on and as of the Extension Closing Date, as if made on and as of such date; (ii) no Event of Default or event, act or omission which with notice, lapse of time or both, would constitute such an Event of Default has occurred and is continuing; (iii) no default has occurred and is continuing under any of the Related Documents; (iv) the City is in compliance with the terms and conditions of the Original Reimbursement Agreement and has performed or complied with all of its obligations, agreements and covenants to be performed or complied with pursuant to the Reimbursement Agreement on or prior to the Extension Closing Date; (v) no material adverse change in the financial condition, operations or prospects of the City or laws, rules or regulations (or their interpretation or administration) shall have occurred as of the Extension Closing Date that, in any case, may adversely affect the consummation of the transaction, as determined in the sole discretion of the Bank; (vi) this Amendment No. 2 and the Fee Letter Agreement Amendment No. 2 have each been duly authorized, executed and delivered by the City; and (vii) all information, documents, statements and certificates provided to the Bank by or on behalf of the City in connection with the transactions contemplated by this Amendment No. 2 and the Fee Letter Agreement Amendment No. 2 are true and correct as of the date thereof and were provided in expectation of the Bank’s reliance thereon in executing this Amendment No. 2 and the Fee Letter Agreement Amendment No. 2 and issuing the Letter of Credit Amendment No. 2.
(b) The Authority hereby represents and warrants as of the Extension Closing Date that: (i) the representations and warranties of the Authority set forth in Article 4.2 of the Reimbursement Agreement and in any and all documents delivered to the Bank in connection therewith are true and correct on and as of the Extension Closing Date, as if made on and as of such date; (ii) no Default or event, act or omission which with notice, lapse of time or both, would constitute such an Event of Default has occurred and is continuing; (iii) no default has occurred and is continuing under any of the Related Documents; (iv) the Authority is in compliance with the terms and conditions of the Reimbursement Agreement and has performed or complied with all of its obligations, agreements and covenants to be performed or complied with pursuant to the Reimbursement Agreement on or prior to the Extension Closing Date; (v) this Amendment No. 2 and the Fee Letter Agreement Amendment No. 2 have each been duly authorized, executed and delivered by the Authority; and (vi) all information, documents, statements and certificates provided to the Bank by or on behalf of the Authority in connection with the transactions contemplated by this Amendment No. 2 and the Fee Letter Agreement Amendment No. 2 are true and correct as of the date thereof and were provided in expectation of the Bank’s reliance thereon in executing this Amendment No. 2 and the Fee Letter Agreement Amendment No. 2 and issuing the Letter of Credit Amendment No. 2.

Section 5. Costs and Expenses. The City shall pay (by payment of Additional Payments under the Lease Agreement) to the Bank any and all reasonable fees, charges and expenses, payable or incurred by the Bank in connection with the execution and delivery of this Amendment No. 2, the Fee Letter Agreement Amendment No. 2 and the Letter of Credit Amendment No. 2, including without limitation, the fees and expenses of counsel to the Bank, #18..
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7 Nixon Peabody LLP no later than 30 days after the Extension Closing Date pursuant to an invoice of such counsel. The City hereby agrees that such fees, charges and expenses are included as obligations under the Original Reimbursement Agreement.

Section 6. Miscellaneous.
(a) No Waiver. The Authority and the City each acknowledge and agree that, if and to the extent that the Bank has not heretofore required strict compliance with the performance by the Authority and the City of the covenants, agreements and obligations of the Authority and the City under the Reimbursement Agreement or the Related Documents, such action or inaction shall not constitute a waiver of, or otherwise affect in any manner, the Bank’s rights and remedies under the Reimbursement Agreement or the Related Documents, as amended hereby, including the right to require performance of such covenants, agreements and obligations strictly in accordance with the terms and provisions thereof.
(b) Counterparts. This Amendment No. 2 may be executed in as many counterparts as necessary or convenient, and by the different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement. This Amendment No. 2 may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy to an email, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. (c) Severability. Any provision of this Amendment No. 2 which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, by ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provisions in any other jurisdiction.
(d) One Agreement. Taken together with the Revised Agreement and the other instruments and documents delivered in compliance herewith, this Amendment No. 2 and any related security or other agreements required by this Amendment No. 2, collectively: (i) represent the sum of the understandings and agreements among the Authority, the Bank and the City concerning this credit; (ii) replace any prior oral or written agreements between or among the Bank and the Authority and/or the City concerning this credit; and (iii) are intended by the Bank, the Authority and the City as the final, complete and exclusive statement of the terms agreed to by them. In the event of any conflict between this Amendment No. 2 and any other agreements required by this Amendment No. 2, this Amendment No. 2 will prevail. (e) Governing Law. This Amendment No. 2 shall be governed by, and construed in accordance with, the laws of the State of California. (f) PATRIOT ACT NOTICE. Federal law requires the Bank to provide the following notice. This notice is not part of the foregoing agreement or instrument and may not be altered. Please read the notice carefully.

USA PATRIOT ACT NOTICE. Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account or #18..
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8 obtains a loan. The Bank will ask for the Authority’s and the City’s legal name, address, tax ID number or social security number and other identifying information. The Bank may also ask for additional information or documentation or take other actions reasonably necessary to verify the identity of the Authority, the City, guarantors or other related persons.
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4925-1705-8454.5
[Signature Page to Amendment No. 2 to Reimbursement Agreement] S-1
This Amendment No. 2 to Reimbursement Agreement is executed as of the date stated on the first page.

BMO BANK N.A.

By:

Name: Edward C. Neu
Title: Managing Director
[Signatures continue on the next page]
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- 1164 -
4925-1705-8454.5
[Signature Page to Amendment No. 2 to Reimbursement Agreement] S-2

CITY OF MODESTO
By:

Typed Name: DeAnna Christensen
Title: Finance Director/Treasurer
ATTEST:

By:

Typed Name: Diane Navares-Perez
Title: City Clerk
APPROVED AS TO FORM:

By:

Typed Name:

Title:

MODESTO PUBLIC FINANCING

AUTHORITY
By:

Typed Name: DeAnna Christensen
Title: Auditor and Treasurer
#18..
- 1165 -
4925-1705-8454.5
Exhibit A-1
Exhibit A
Form of Letter of Credit Amendment No. 2
Irrevocable Transferable Letter of Credit No. HACH699560OS (which was previously referred to as MB60517199)
Amendment No. 2
[Letterhead of BMO Bank N.A.]
May [__], 2026
The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: _____________________
Ladies and Gentlemen:

Pursuant to Section 2.1 of the Reimbursement Agreement, dated as of June 1, 2019 (the “Original Reimbursement Agreement”), by and among the City of Modesto (the “City”), the Modesto Public Financing Authority (the “Authority”) and Bank of the West (as predecessor to the Bank (defined below), as amended by the Amendment No. 1 to Reimbursement Agreement, dated May 12, 2023, and the Amendment No. 2 to Reimbursement Agreement, dated May [__], 2026 (the “Reimbursement Agreement Amendment No. 2”), each by and among the City, the Authority and BMO Bank, N.A. (formerly known as BMO Harris Bank N.A., the “Bank”), the Bank has approved an extension of Irrevocable Transferable Letter of Credit No. _______ (the “Letter of Credit”), dated June 13, 2019 and from June 8, 2026 to June [8], 2029.

The Letter of Credit is hereby amended as follows:

1. All references in the Letter of Credit to “MB60517199” shall be replaced by “HACH699560OS.”

2. The Stated Expiration Date of the Letter of Credit shall be extended to [June 8, 2029].

3. All references to the Bank in the Letter of Credit shall be amended to refer to BMO Bank N.A. instead.

4. All references to addresses of the Bank in the Letter of Credit with respect to draws under the Letter of Credit shall be replaced with the following:
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- 1166 -
4925-1705-8454.5
Exhibit A-2
BMO Bank N.A.

Global Trade Operations
13300 Crossroads Parkway North | SC-XRD-2W-G
City of Industry, CA 91746-3417
Tel: 1-(888) 600-8723
Fax: 1-(323) 727-6487
Group email: [email protected]
You are hereby authorized to attach this Amendment No. 2 to the Letter of Credit and to treat this Amendment No. 2 as an amendment to the Letter of Credit.

All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Original Reimbursement Agreement, as amended by the Reimbursement Agreement Amendment No. 2 and as it may be further amended or supplemented from time to time (the “Reimbursement Agreement”) or the Letter of Credit.

Very truly yours,
BMO BANK N.A.

By:

Name:

Title:

By:

Name:

Title:
#18..
- 1167 -
4925-1705-8454.5
Exhibit A-3

SCHEDULE I

SCHEDULE OF MANDATORY PREPAYMENTS
The Bank, the City and the Authority hereby acknowledge and agree that the inclusion of this Schedule I is to provide a schedule of the expected mandatory repayment of the Bonds and the corresponding reduction of the Letter of Credit Amount. #18..
- 1168 -
4925-1705-8454.5
Exhibit A-4
Manual Calculation based on Amortization Schedule (Modesto Public Financing Authority Lease Revenue Refunding Bonds, Series 2008), CUSIP 607796BU2
Principal
Balance (prior
to sinking fund
pmt)
Sinking Fund
Payment
9/1
New Principal
Balance (after
sinking fund pmt)
Located
Notice of
Redemption Days Rate Basis Interest
Letter of
Credit
Amount
$ 50,915,000.00 34 12.000000% 365 569,132.05 51,484,132.05 2019 50,915,000.00 $2,000,000.00 $ 48,915,000.00 34 12.000000% 365 546,775.89 49,461,775.89 2020 48,915,000.00 $2,170,000.00 $ 46,745,000.00 34 12.000000% 365 522,519.45 47,267,519.45 2021 46,745,000.00 $2,390,000.00 $ 44,355,000.00 34 12.000000% 365 495,803.84 44,850,803.84 2022 44,355,000.00 $2,585,000.00 $ 41,770,000.00 Yes 34 12.000000% 365 466,908.49 42,236,908.49 2023 41,770,000.00 $2,785,000.00 $ 38,985,000.00 Yes 34 12.000000% 365 435,777.53 39,420,777.53 2024 38,985,000.00 $2,990,000.00 $ 35,995,000.00 Yes 34 12.000000% 365 402,355.07 36,397,355.07 2025 35,995,000.00 $3,240,000.00 $ 32,755,000.00 Yes 34 12.000000% 365 366,138.08 33,121,138.08 2026 32,755,000.00 $3,470,000.00 $ 29,285,000.00 34 12.000000% 365 327,350.14 29,612,350.14 2027 29,285,000.00 $3,730,000.00 $ 25,555,000.00 34 12.000000% 365 285,655.89 25,840,655.89 2028 25,555,000.00 $3,815,000.00 $ 21,740,000.00 34 12.000000% 365 243,011.51 21,983,011.51 2029 21,740,000.00 $3,970,000.00 $ 17,770,000.00 34 12.000000% 365 198,634.52 17,968,634.52 2030 17,770,000.00 $4,155,000.00 $ 13,615,000.00 34 12.000000% 365 152,189.59 13,767,189.59 2031 13,615,000.00 $4,340,000.00 $ 9,275,000.00 34 12.000000% 365 103,676.71 9,378,676.71 2032 9,275,000.00 $4,530,000.00 $ 4,745,000.00 34 12.000000% 365 53,040.00 4,798,040.00 2033 4,745,000.00 $4,745,000.00 $ - 34 12.000000% 365 - - #18..
- 1169 -
4925-1705-8454.5
Exhibit A-5
Sinking Fund
Installment Date
(September 1)
Sinking Fund
Installments
Sinking Fund
Installment Date
(September 1)
Sinking Fund
Installments
2009 $895,000 2022 $2,585,000
2010 $1,020,000 2023 $2,785,000
2011 $1,125,000 2024 $2,990,000
2012 $1,260,000 2025 $3,240,000
2013 $1,395,000 2026 $3,470,000
2014 $1,505,000 2027 $3,730,000
2015 $1,665,000 2028 $3,815,000
2016 $1,835,000 2029 $3,970,000
2017 $1,695,000 2030 $4,155,000
2018 $1,860,000 2031 $4,340,000
2019 $2,000,000 2032 $4,530,000
2020 $2,170,000 2033* $4,745,000
2021 $2,390,000
* Final Maturity
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05/05/2026/Finance/DChristensen/Item X 1 XX-2026

MODESTO PUBLIC FINANCING AUTHORITY
RESOLUTION NO. XX-2026

RESOLUTION OF THE MODESTO PUBLIC FINANCING AUTHORITY

RELATING TO MODESTO PUBLIC FINANCING AUTHORITY LEASE
REVENUE REFUNDING BONDS SERIES 2008 APPROVING THE

EXTENSION OF A CREDIT FACILITY AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN AMENDMENT NO. 2 TO REIMBURSEMENT AGREEMENT AND AN AMENDMENT NO. 2 TO FEE LETTER AGREEMENT WITH BMO BANK N.A. AND A SUPPLEMENT TO OFFICIAL STATEMENT; AND AUTHORIZING CERTAIN OTHER RELATED

ACTIONS
WHEREAS, the Modesto Public Financing Authority (the “Authority”) is a joint exercise of powers authority duly organized and existing pursuant to the Modesto Public Financing Joint Exercise of Powers Agreement, dated as of December 5, 1989, by and between the City of Modesto (the “City”), a charter city and municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of California, and the Industrial Development Authority of the City; and
WHEREAS, the Authority previously issued its $65,170,000 original aggregate principal amount of Modesto Public Financing Authority Lease Revenue Refunding Bonds Series 2008 (the “2008 Bonds”); and WHEREAS, Bank of America, N.A., as the initial Credit Facility Provider, issued its Irrevocable Transferable Letter of Credit dated August 28, 2008 (the “Initial Credit Facility”) to provide credit support for the 2008 Bonds; and WHEREAS, on June 13, 2019, the City replaced the Initial Credit Facility with a replacement letter of credit (the “Current Credit Facility”) provided by BMO Bank N.A. (formerly known as BMO Harris Bank N.A. and successor in interest to Bank of the West) (the “Bank”); and
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05/05/2026/Finance/DChristensen/Item X 2 XX-2026
WHEREAS, in connection with the issuance of the Current Credit Facility, the City, the Authority and the Bank entered into a Reimbursement Agreement and related Fee Letter Agreement; and
WHEREAS, on May 12, 2023, the City, the Authority and the Bank entered into an Amended No 1. to Reimbursement Agreement and related Amendment No. 1 to Fee Letter Agreement in connection with an extension of the stated expiration date of the Current Credit Facility; and WHEREAS, the Current Credit Facility has a stated expiration date of June 8, 2026; and
WHEREAS, prior to the expiration date thereof, the City wishes to extend the Current Credit Facility; and
WHEREAS, in connection with the extension of the Current Credit Facility, the City, the Authority and the Bank will enter into an Amendment No. 2 to Reimbursement Agreement (the “Reimbursement Agreement Amendment”) and related Amendment No. 2 to Fee Letter Agreement (the “Fee Letter Amendment”); and
WHEREAS, in connection with the extension of the Current Credit Facility, the City and the Authority will prepare a supplement to the Official Statement for the 2008 Bonds describing certain material information regarding the Bank, the Current Credit Facility and the Reimbursement Agreement (as amended by the Reimbursement Agreement Amendment) (the “Supplement to Official Statement”); and
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05/05/2026/Finance/DChristensen/Item X 3 XX-2026
WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the transactions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such transactions for the purpose, in the manner and upon the terms herein provided.

NOW, THEREFORE, BE IT RESOLVED by the Commission of the Authority, as follows:

Section 1. Findings. The Commission of the Authority hereby specifically finds and determines that the statements, findings and determinations of the Authority set forth above and in the preambles of the documents approved herein are true and correct.

Section 2. Approval of the Reimbursement Agreement Amendment and Fee Letter Amendment. The Reimbursement Agreement Amendment and Fee Letter Amendment, proposed to be executed and entered into by and among the Authority, the City and the Bank, in the forms presented at this meeting and on file with the Secretary of the Authority, are hereby approved, and each of the Chairperson, Vice Chairperson, Executive Director, and Auditor and Treasurer of the Authority (each, a “Authorized Officer”), acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Reimbursement Agreement Amendment and the Fee Letter #18..
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05/05/2026/Finance/DChristensen/Item X 4 XX-2026
Amendment in substantially said forms, with such changes therein as such officer executing the Reimbursement Agreement Amendment and the Fee Letter Amendment may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 3. Approval of the Supplement to Official Statement. The Supplement to Official Statement, proposed to be executed and delivered by the City and the Authority, in the form presented at this meeting and on file with the Secretary of the Authority, is hereby approved, and each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Supplement to Official Statement in substantially said form, with such changes therein as such officer executing the Supplement to Official Statement may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 5. Other Actions. Each Authorized Officer is hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or desirable in order to consummate the transactions authorized hereby and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Reimbursement Agreement Amendment, the Fee Letter Amendment and the #18..
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05/05/2026/Finance/DChristensen/Item X 5 XX-2026
Supplement to Official Statement, and all such actions heretofore taken by such officers are hereby ratified, confirmed and approved.

Section 6. Effective Date. This Resolution shall take effect immediately upon its passage.

The foregoing resolution was introduced at a regular meeting of the Modesto Public Financing Authority held on the 5th day of May, 2026, by Authority Member ______, who moved its adoption, which motion being duly seconded by Authority Member ________, was upon roll call carried and the resolution adopted by the following vote:

AYES: Authority Boardmembers:

NOES: Authority Boardmembers:

ABSENT: Authority Boardmembers:

ATTEST: _______________________

DIANE NAYARES-PEREZ,
Secretary
(SEAL)
APPROVED AS TO FORM:

BY: ________________________
JOSE M. SANCHEZ
Authority Counsel
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MODESTO PUBLIC FINANCING

AUTHORITY

AGENDA REPORT
DATE OF MEETING:

May 5, 2026
Date: April 28, 2026
TO: Modesto Public Financing Authority Commissioners
THROUGH: Joseph P. Lopez, City of Modesto City Manager and Authority Executive Director
FROM: DeAnna Christensen, City of Modesto Director of Finance and Authority Auditor and Treasurer
SUBJECT: Extension of the Standby Certificate Purchase Agreement Supporting the Water Refunding Revenue Certificates of Participation, 2008 Series A CONTACT: DeAnna Christensen, Director of Finance,
[email protected], 209-577-5387
DESCRIPTION:

Consider approving the extension of a Credit Facility with BMO Bank N.A. relating to the Water Refunding Revenue Certificates of Participation, 2008 Series A. (Funding Source: Water Utility System Revenue Fund)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2025-2026 Strategic Plan focus of Governance and Service Delivery under Goal H: Achieve Long-Term Financial Sustainability.

BACKGROUND:

The City has caused to be executed and delivered the $47,625,000 City of Modesto, California Water Refunding Revenue Certificates of Participation, 2008 Series A (the “2008 Certificates”). In connection with the issuance of the 2008 Certificates, Bank of America, N.A., as liquidity facility provider, the City, and the Authority previously entered into a Standby Certificate Purchase Agreement, dated as of May 1, 2008 (the “Original Standby Certificate Purchase Agreement”), relating to the performance of certain duties with respect to the remarketing of the 2008 Certificates.

The Original Standby Certificate Purchase Agreement was later replaced with an irrevocable direct-pay letter of credit (the “Letter of Credit”) issued by JPMorgan Chase #19..
- 1176 -
Modesto Public Financing Authority, May 5, 2026
Extension of the Standby Certificate Purchase Agreement Supporting the Water Refunding Revenue Certificates of Participation, Series 2008A

Page 2 of 4 ends

Bank, N.A. (“JPMorgan”) pursuant to the terms of a Reimbursement Agreement, dated as of July 1, 2011, as amended, by and between the City and JPMorgan.

On June 7, 2023, the City replaced the Letter of Credit with a liquidity facility provided by BMO Bank N.A. (formerly known as BMO Harris Bank N.A.) (the “Liquidity Provider”), under a Standby Certificate Purchase Agreement (the “Standby Certificate Purchase Agreement”), among the Liquidity Provider, the City, and the Authority. In connection with the Standby Certificate Purchase Agreement, the City, the Authority and the Liquidity Provider entered into a Fee Letter Agreement (the “Fee Letter”). The Standby Certificate Purchase Agreement has a stated expiration date of June 8, 2026.

Prior to the expiration date, the City wishes to extend the Standby Certificate Purchase Agreement. With the extension of the Standby Certificate Purchase Agreement, the City, the Authority and the Liquidity Provider will enter into an Amendment No. 1 to Standby Certificate Purchase Agreement (the “Standby Certificate Purchase Agreement Amendment”) and related Amended and Restated Fee Letter Agreement (the “Amended and Restated Fee Letter”). In connection with the extension of the Standby Certificate Purchase Agreement, the City and the Authority will prepare a supplement to the Remarketing Memorandum for the 2008 Certificates describing certain material information regarding the Liquidity Provider and the Standby Certificate Purchase Agreement (as amended by the Standby Certificate Purchase Agreement Amendment) (the “Supplement to Remarketing Memorandum”).

DISCUSSION:

An evaluation committee comprised of six (6) City staff members which included the Director of Finance, Accounting Manager, Senior Financial Analyst, two (2) Financial Analyst (Payroll and Accounts Payable) and an Account Technician (Cashiering) evaluated the proposals.
1 20911, - Accounting, Financial and Bookkeeping services, 91804- Accounting and Financing Consulting Services, 91849 – Financial Consulting, 94600 – Financial Services, 94625 – Banking Services, 94656 – Investment Management Services, 95800 – Management Services, 96258 – Professional Services
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Modesto Public Financing Authority, May 5, 2026
Extension of the Standby Certificate Purchase Agreement Supporting the Water Refunding Revenue Certificates of Participation, Series 2008A

Page 3 of 4 ends

Based on the cost comparison, City staff is recommending moving forward with extending the Standby Certificate Purchase Agreement for a three-year term with BMO Bank N.A. BMO Bank N.A. has presented a slight increase to their Standby Certificate Purchase Agreement fee from the current 30 to 32 basis points (bps) which is still significantly lower compared to the other four (4) proposals ranging from 31 to 48 bps.

All bond documents were reviewed by the City’s Bond Counsel, Norton Rose Fulbright US LLP to ensure all legal requirements are met under this extension transaction.

FISCAL IMPACT:

For the Liquidity Services, BMO Bank was the second lowest bidder for the aggregate Standby Certificate Purchase Agreement fees compared to the other banking firms.

Their bid was an estimated $9,331 higher over a 3-year extension term compared to the lowest bid by Bank of America. But a change in bank provider would entail significant additional upfront cost, increasing overall cost by over $120,000.

SCPA (3 years)
BofA $289,238
BMO $298,569
JP Morgan $447,853
Wells Fargo $345,220
CEQA/NEPA REQUIREMENTS:

This item does not constitute a “project” within the meaning of California Environmental Quality Act (CEQA) Guidelines Section 15378 and requires no environmental review.

COMMITTEE RECOMMENDATION:

This item was than presented to the Finance Committee on April 27, 2026, and the Committee recommended forwarding the item to the Authority for approval. #19..
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Modesto Public Financing Authority, May 5, 2026
Extension of the Standby Certificate Purchase Agreement Supporting the Water Refunding Revenue Certificates of Participation, Series 2008A

Page 4 of 4 ends

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution of the Modesto Public Financing Authority relating to Water Refunding Revenue Certificates of Participation, 2008 Series A; approving Amendment No. 1 to Standby Certificate Purchase Agreement among BMO Bank N.A., City of Modesto and Modesto Public Financing Authority; approving Amended and Restated Fee Letter Agreement; and a supplement to Remarketing Memorandum; and authorizing certain other related actions.

Approved by:

DeAnna Christensen, Director of Finance and
Authority Auditor and Treasurer
Joseph P. Lopez, City Manager and Authority
Executive Director
Attachments:

1. Resolution

2. Supplement No. 1 to Remarketing Memorandum

3. Amended and Restated Fee Letter Agreement

4. Amendment No. 1 Standby Certificate Purchase Agreement #19..
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302724549.3
SUPPLEMENT NO. 1, DATED JUNE 2, 2026, TO REMARKETING MEMORANDUM DATED JUNE 2, 2023 NOT A NEW ISSUE—BOOK-ENTRY ONLY RATINGS:
(See “RATINGS” herein.)
$47,625,000*

CITY OF MODESTO, CALIFORNIA

WATER REFUNDING REVENUE CERTIFICATES OF PARTICIPATION
2008 SERIES A
Dated: Date of Original Delivery (May 30, 2008) Price: 100% CUSIP† 607804AC5 Due: October 1, 2036 This Supplement No. 1 to Remarketing Memorandum (this “Supplement”) sets forth certain information supplementary to that information contained in the Remarketing Memorandum dated June 2, 2023 (the “Original Remarketing Memorandum”), relating to the City of Modesto, California Water Refunding Revenue Certificates of Participation, 2008 Series A (the “2008 Certificates”). The 2008 Certificates were executed and delivered on May 30, 2008, pursuant to the Amended and Restated Trust Agreement, dated as of May 1, 2008 (the “Amended and Restated Trust Agreement”), by and between the Modesto Public Financing Authority (the “Authority”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), for the principal purpose of refinancing certain improvements to the Water Utility System of the City of Modesto (the “City”). In connection with a mandatory tender and remarketing of the 2008 Certificates on June 2, 2023, the Authority and the Trustee entered into a First Supplemental Trust Agreement, dated as of June 1, 2023, supplementing and amending the Amended and Restated Trust Agreement. The Amended and Restated Trust Agreement, as so supplemented and amended, is referred to herein as the “Trust Agreement.” Information with respect to the 2008 Certificates is contained in the Original Remarketing Memorandum, as supplemented by this Supplement. This Supplement should be read together with the Original Remarketing Memorandum (a copy of which is attached hereto as Appendix A and incorporated herein by reference). To the extent that the information in this Supplement conflicts with the information in the Original Remarketing Memorandum, this Supplement shall govern. No attempt has been made to update the Original Remarketing Memorandum except as specifically set forth in this Supplement.

Unless otherwise defined in this Supplement, all terms used herein shall have the same meanings as those terms in the Original Remarketing Memorandum.

The 2008 Certificates were issued and are currently in a Weekly Mode. While the 2008 Certificates are in the Weekly Mode, they are subject to optional and mandatory tender for purchase under the circumstances described herein. The payment of the purchase price of the 2008 Certificates will be payable from the proceeds of remarketing of the 2008 Certificates, and, to the extent remarketing proceeds are unavailable, and subject to certain terms and conditions, from amounts available under a Standby Certificate Purchase Agreement, dated as of June 1, 2023, as amended by an Amendment No. 1 to Standby Certificate Purchase Agreement (as so amended, the “Liquidity Facility”), by and among the Authority, the City and BMO Bank N.A. (formerly known as BMO Harris Bank N.A.) (the “Liquidity Facility Provider”).

The obligation of the Liquidity Facility Provider to purchase tendered but unremarketed 2008 Certificates is subject to suspension or termination without notice upon the occurrence of certain events. Unless extended or terminated, the Liquidity Facility will expire on June [__], 202[__]. The Liquidity Facility does not support, secure or guaranty the payments of the principal of, premium, if any, or interest with respect to the 2008 Certificates.

The scheduled payment of principal of and interest with respect to the 2008 Certificates when due are guaranteed under a financial guaranty insurance policy that was issued concurrently with the delivery of the 2008 Certificates by Assured Guaranty Corp.

PNC Capital Markets LLC currently serves as remarketing agent for the 2008 Certificates (the “Remarketing Agent”). * Original principal amount. As of the date of this Remarketing Memorandum the 2008 Certificates are outstanding in the principal amount of $40,400,000. † CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the Authority, the City, its Municipal Advisor or the Remarketing Agent is responsible for the selection or use of these CUSIP numbers and no representation is made as to their correctness on the 2008 Certificates or as indicated above. The CUSIP number for a specific certificate is subject to being changed after the issuance of the certificate as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of such certificates.
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TABLE OF CONTENTS
Page
302724549.3 i
INTRODUCTION ..........................................................................................................................1 LIQUIDITY FACILITY.................................................................................................................2 Liquidity Facility ................................................................................................................2 BMO Bank N.A..................................................................................................................8 RATINGS.......................................................................................................................................8 MISCELLANEOUS.......................................................................................................................9 APPENDIX A – COPY OF REMARKETING MEMORANDUM,
DATED JUNE 2, 2023..................................................................................A-1 #19..
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1 Supplement No. 1, dated June 2, 2026, to Remarketing Memorandum relating to
$47,625,000*

CITY OF MODESTO, CALIFORNIA

WATER REFUNDING REVENUE CERTIFICATES OF PARTICIPATION
2008 SERIES A

INTRODUCTION
The purpose of this Supplement No. 1 to Remarketing Memorandum (this “Supplement”) is to supplement the Remarketing Memorandum dated June 2, 2023 (the “Original Remarketing Memorandum”), relating to the City of Modesto Refunding Water Revenue Certificates of Participation, 2008 Series A (the “2008 Certificates”), evidencing and representing the proportionate interests of the Owners thereof in certain payments to be made by the City of Modesto, California (the “City”). The 2008 Certificates were executed and delivered pursuant to the Amended and Restated Trust Agreement, dated as of May 1, 2008 (the “Amended and Restated Trust Agreement”), by and between the Modesto Public Financing Authority (the “Authority”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). In connection with a mandatory tender and remarketing of the 2008 Certificates on June 2, 2023, the Authority and the Trustee entered into a First Supplemental Trust Agreement, dated as of June 1, 2023, supplementing and amending the Amended and Restated Trust Agreement. The Amended and Restated Trust Agreement, as so supplemented and amended, is referred to herein as the “Trust Agreement.” The 2008 Certificates are currently outstanding in the aggregate principal amount of $40,400,000.

This Supplement provides information concerning the extension to June [__], 202[__] of the stated expiration date of the Standby Certificate Purchase Agreement, dated as of June 1, 2023 (the “Existing Liquidity Facility”), by and among the Authority, the City and BMO Bank N.A. (formerly known as BMO Harris Bank N.A.) (the “Liquidity Facility Provider”). In connection with the extension of the stated expiration date of the Existing Liquidity Facility by the Liquidity Facility Provider, the Authority, the City and the Liquidity Facility Provider has entered into an Amendment No. 1 to Standby Certificate Purchase Agreement (the “Amendment No. 1”), amending the Existing Liquidity Facility (the Existing Liquidity Facility, as so amended, the “Liquidity Facility”).

While the 2008 Certificates are in the Weekly Mode, they are subject to optional and mandatory tender for purchase. Payment of the purchase price of the 2008 Certificates will be payable from the proceeds of remarketing of the 2008 Certificates, and, to the extent remarketing proceeds are unavailable, and subject to certain terms and conditions, from amounts available under the Liquidity Facility. The obligation of the Liquidity Facility Provider to purchase tendered but unremarketed 2008 Certificates is subject to suspension or termination without notice upon the occurrence of certain events. Unless extended or terminated, the Liquidity Facility will expire on June [__], 202[__].

The Liquidity Facility does not support, secure or guaranty the payments of the principal of, premium, if any, or interest with respect to the 2008 Certificates. For a description of the Liquidity Facility and information concerning the Liquidity Facility Provider, see “LIQUIDITY FACILITY” below in this Supplement.

The Liquidity Facility Provider has provided only the information related to itself set forth under the heading “LIQUIDITY FACILITY – BMO Bank N.A.” for inclusion in this Supplement and has not provided any other information for this Supplement. No representation is made herein as to the accuracy or adequacy of such information or as to the absence of material adverse changes in such information subsequent to the date hereof, or that the information given below or incorporated herein by reference is correct as of any time subsequent to its date. The Liquidity Facility Provider has not (i) independently verified or reviewed, (ii) made any representation regarding, nor (iii) accepted any responsibility for the accuracy or completeness of, this Supplement or the Original Remarketing Memorandum or any information or disclosure contained herein or therein, other than solely with respect to the information with respect to itself set forth in this Supplement under the heading “LIQUIDITY FACILITY – BMO Bank N.A.”
* Original principal amount. As of the date of this Remarketing Memorandum the 2008 Certificates are outstanding in the principal amount of $40,400,000.
#19..
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2 Information with respect to the 2008 Certificates is contained in the Original Remarketing Memorandum, as supplemented by this Supplement. This Supplement should be read together with the Original Remarketing Memorandum (a copy of which is attached hereto as Appendix A and incorporated herein by reference). To the extent that the information in this Supplement conflicts with the information in the Original Remarketing Memorandum, this Supplement shall govern. No attempt has been made to update the Original Remarketing Memorandum except as specifically set forth in this Supplement. Unless otherwise defined in this Supplement, all terms used herein shall have the same meanings as those terms in the Original Remarketing Memorandum.

LIQUIDITY FACILITY
The following summary of certain provisions of the Liquidity Facility does not purport to be complete or definitive, does not constitute a complete summary of the Liquidity Facility, and is qualified in its entirety by reference to the complete provisions of the Liquidity Facility, which is available from the Authority, City or the Remarketing Agent. Investors should obtain and review a copy of the Liquidity Facility in order to understand all of the terms of the document. The provisions of any substitute liquidity facility or credit facility may be different from those summarized below.

See “RISK FACTORS – Limitations of the Liquidity Facility” in the Original Remarketing Memorandum.

Liquidity Facility
The Liquidity Facility secures only payment of the purchase price of the 2008 Certificates bearing interest at a Weekly Rate tendered for purchase, and does not otherwise secure payment of the principal of or interest on the 2008 Certificates. The Liquidity Facility is subject to termination at the option of the Liquidity Facility Provider as described below.

General. The Liquidity Facility contains various provisions, covenants and conditions, certain of which are summarized below. Capitalized terms used in the following summary are defined in this Supplement or the Liquidity Facility and reference thereto is made for full understanding of their import. The Liquidity Facility will have a stated expiration date of June [__], 202[__].

Defined Terms. As used below, the following terms shall have the meanings set forth below:
“Available Commitment” means on any day the sum of the Available Principal Commitment and the Available Interest Commitment on such day.
“Available Interest Commitment” means for each Weekly Rate Period $487,776, representing an amount equal to 35 days of interest on the Available Principal Commitment calculated at the assumed rate of interest of 12% per annum (on the basis of actual days elapsed and a 365-day year) and rounded up to the nearest dollar. The Available Interest Commitment shall increase or decrease concurrently and proportionately with each increase or decrease in the Available Principal Commitment. Notwithstanding the foregoing provisions of this defined term, in no event shall the Available Interest Commitment exceed $487,776.
“Available Principal Commitment” means initially $42,390,000.00 and thereafter means such amount adjusted from time to time as follows: (a) downward by the amount of any reduction or termination of the Available Principal Commitment pursuant to the provisions of the Liquidity Facility, (b) downward by the principal amount of any Certificates purchased by the Liquidity Facility Provider pursuant to the Liquidity Facility; and (c) upward by the principal amount of any Certificates theretofore purchased by the Liquidity Facility Provider pursuant to the Liquidity Facility, which are repurchased upon a successful remarketing in accordance with the Trust Agreement or are prepaid pursuant to the terms of the Liquidity Facility and for which the Liquidity Facility Provider has received immediately available funds equal to the principal amount thereof and accrued interest thereon, or which cease to bear interest at the Bank Rate pursuant to the provisions of the Liquidity Facility; provided that after giving effect to such adjustment the Available Principal Commitment shall never exceed $42,390,000. Any adjustment pursuant to clause (a), (b) or (c) in this defined term shall occur simultaneously with the event requiring such adjustment. #19..
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3 “Debt” of any Person means at any date, without duplication, (a) all obligations of such person for borrowed money; (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business; (d) all obligations of such Person as lessee under capital leases; (e) all Debt of others secured by a lien on any asset of such Person, whether or not such Debt is assumed by such Person; and (f) all obligations, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other person including, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise) or (ii) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that with respect to the City, Debt shall exclude conduit, enterprise and other Debt that have no claim on the General Fund of the City other than obligations payable from the Revenue Fund. “Defaulted Interest” means accrued interest payable on a 2008 Certificate, which was not paid when due under the terms of the Trust Agreement.
“Eligible Certificate” means any 2008 Certificate bearing interest at the Weekly Rate other than Liquidity Provider Certificates and 2008 Certificates owned by, for the account of, or on behalf of, the Authority or the City. “Extended Bank Purchase Period” means, upon the City’s written request for extension and the Liquidity Facility Provider’s agreement thereto, the period from the then current Stated Expiration Date to such new Stated Expiration Date.
“Notice of Bank Purchase” means a notice in a specified form appropriately completed and executed by the Trustee requesting the Liquidity Facility Provider to purchase Eligible Certificates during the Bank Purchase Period as a result of an optional tender or a mandatory purchase. “Other Event of Insolvency” means the occurrence and continuance of one or more of the following events:
(a) the Authority or the City shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code (the “Bankruptcy Code”) or any other federal, state or foreign bankruptcy, insolvency or similar law, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for itself or for a substantial part of its property, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take action for the purpose of effecting any of the foregoing; or (b) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Authority, the City or of a substantial part of the property of the Authority or the City, under the Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency or similar law or (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Authority, the City or for a substantial part of the property of the Authority or the City, and such proceeding or petition shall continue undismissed and unstayed for 60 days; or an order or decree for relief shall be entered against the Authority or the City under the Bankruptcy Code as now or hereafter in effect.
“Purchase Date” means the date on which the Liquidity Facility Provider purchases Eligible Certificates following its receipt of a Notice of Bank Purchase.
“Related Documents” means the fee letter agreement relating to the Liquidity Facility, the 2008 Certificates, the Trust Agreement, the Contract, the custodian agreement relating to the Liquidity Facility, this Remarketing Memorandum, the 2008 Certificate Insurance Policy and the Remarketing Agreement. “Stated Expiration Date” means the later of (a) June [__], 202[__] and (b) the last day of the Extended Bank Purchase Period as extended from time to time at the request of the City pursuant to the Liquidity Facility or, if any such day is not a Business Day, the next preceding Business Day to such day. #19..
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4 “2008 Certificate Insurer Event of Insolvency” means the occurrence and continuance of one or more of the following events: (a) the issuance by an oversight body or court of appropriate jurisdiction, under the laws of the state of incorporation or formation of the 2008 Certificate Insurer, of an order of relief (including a seizure order or injunction), rehabilitation, reorganization, conservation or liquidation of the 2008 Certificate Insurer; (b) the commencement by the 2008 Certificate Insurer of a voluntary case or other proceeding seeking an order for relief, rehabilitation, reorganization, conservation or liquidation with respect to the 2008 Certificate Insurer or its debts or claims under any bankruptcy, insolvency or other similar law now or hereafter in effect including, without limitation, the appointment of a trustee, receiver, liquidator, custodian, assignee, sequestrator or other similar official for the 2008 Certificate Insurer or any substantial part of its property; (c) the commencement by an oversight body or court of appropriate jurisdiction of a delinquency proceeding or an involuntary case or other proceeding seeking an order for relief (including a seizure order or injunction), rehabilitation, reorganization, conservation or liquidation with respect to the 2008 Certificate Insurer or its debts or claims under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian, assignee, sequestrator or other similar official for the 2008 Certificate Insurer or any substantial part of its property, and such involuntary case or appointment remains undismissed and unstayed for a period of 90 consecutive days; (d) the consent of the 2008 Certificate Insurer to any relief referred to in the preceding clause (c) in an involuntary case or other proceeding commenced against it; (e) the making by the 2008 Certificate Insurer of a general assignment for the benefit of creditors; (f) the 2008 Certificate Insurer admits in writing its inability to pay its debts generally as they become due or claims under any of its insurance policies as such claims are made; or (g) the board of directors or any senior officer of the 2008 Certificate Insurer shall take any action to authorize any of the foregoing.

Commitment to Purchase 2008 Certificates. Upon compliance with the terms and conditions of the Liquidity Facility, and subject to the terms and conditions set forth therein, the Liquidity Facility requires the Liquidity Facility Provider, at the request of the Trustee, to purchase from time to time during the Bank Purchase Period at the Purchase Price, with its own immediately available funds, Eligible Certificates tendered or deemed tendered for purchase pursuant to an optional tender or a mandatory purchase and which, in either case, the Remarketing Agent has been unable to remarket. The aggregate principal amount of any 2008 Certificate purchased by the Liquidity Facility Provider on a Purchase Date shall be an authorized denomination applicable to 2008 Certificates bearing interest at the Weekly Rate, and in any case the aggregate principal amount of all 2008 Certificates purchased on the applicable Purchase Date shall not exceed the Available Principal Commitment on such date (calculated immediately before giving effect to any such purchase of 2008 Certificates by the Liquidity Facility Provider on such date). The aggregate amount of the Purchase Price comprising interest on the 2008 Certificates (the “Interest Component”) purchased on a Purchase Date shall not exceed the lesser of (a) the Available Interest Commitment on such date and (b) the actual aggregate amount of interest accrued and unpaid on each such 2008 Certificate, other than Defaulted Interest, to but excluding a Purchase Date; provided that if a Purchase Date is an Interest Payment Date the amount described in this clause (b) shall be reduced by the amount of interest payable on each such 2008 Certificate on such Interest Payment Date.

Any Eligible Certificates so purchased by the Liquidity Facility Provider will constitute Liquidity Provider Certificates and will bear interest at the Bank Rate in accordance with the Liquidity Facility.

The Bank Purchase Period means the period from the Effective Date to and including the earliest of (a) the Stated Expiration Date then in effect; (b) the first Business Day following the date on which the Interest Period for all of the 2008 Certificates ceases to be a Weekly Rate Period; (c) the close of business of the Liquidity Facility Provider on the Business Day following the Substitution Date; (d) the Purchase Termination Date (except to the extent that purchases are permitted on the Termination Date following delivery of a Notice of Termination); (e) the date on which no 2008 Certificates are Outstanding; and (f) the date on which the Available Commitment is terminated in whole upon substitution by the City of the Liquidity Facility with an Alternate Liquidity Facility.

If the Liquidity Facility Provider receives a Notice of Bank Purchase from the Trustee at or before 9:30 a.m. (California time) on a Business Day during the Bank Purchase Period to purchase Eligible Certificates during the Bank Purchase Period as a result of an optional tender or a mandatory purchase, the Liquidity Facility Provider will, unless it determines that any applicable condition to the obligation of the Liquidity Facility Provider to purchase any of the Eligible Certificates under the Liquidity Facility on such date is not satisfied, transfer not later than 11:30 a.m. (California time) on the same Business Day to the Trustee, in funds of the Liquidity Facility Provider to be available #19..
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5 as specified in such Notice of Bank Purchase, an amount equal to the aggregate Purchase Price of such Eligible Certificates.

Termination of the Liquidity Facility Provider’s Commitment to Purchase 2008 Certificates. Upon the occurrence of certain specified Events of Default, the Available Commitment and the obligation of the Liquidity Facility Provider to purchase 2008 Certificates shall immediately terminate without notice or demand, as described below under “Remedies — Immediate Termination. Upon the occurrence of certain other specified Events of Default, the Liquidity Facility Provider may terminate the Available Commitment by given written notice specifying the date on which the Available Commitment shall terminate, which shall be not less than thirty (30) days from the date of receipt of such notice, as described below under “Remedies — Termination With Notice.” Upon the occurrence of certain other specified insolvency events or Events of Default, the Liquidity Facility Provider’s obligation to purchase Eligible Certificates under the Liquidity Facility shall immediately be suspended without further action, as described below under “Remedies — Immediate Suspension.”
Events of Default. Each of the following events shall constitute an “Event of Default” under the Liquidity Facility:
(a) any principal or interest due on the 2008 Certificates is not paid by the Authority when due and such principal or interest is not paid by the 2008 Certificate Insurer when, as and in the amounts required to be paid pursuant to the terms of the 2008 Certificate Insurance Policy; or (b) a 2008 Certificate Insurer Event of Insolvency shall have occurred; or (c) (i) the 2008 Certificate Insurance Policy, with respect to the payment of principal or interest on the 2008 Certificates, at any time for any reason ceases to be valid and binding on the 2008 Certificate Insurer in accordance with the terms of the 2008 Certificate Insurance Policy or is declared or ruled to be null and void by a court or other governmental agency of appropriate jurisdiction; or (ii) the 2008 Certificate Insurer shall (A) in writing to the Trustee claim that the 2008 Certificate Insurance Policy with respect to the payment of principal or interest on the 2008 Certificates is not valid and binding on the 2008 Certificate Insurer, (B) repudiate in writing the obligations of the 2008 Certificate Insurer under the 2008 Certificate Insurance Policy with respect to payment of principal of or interest due on the 2008 Certificates, or (C) initiate legal proceedings seeking an adjudication that the 2008 Certificate Insurance Policy, with respect to the payment of principal or interest on the 2008 Certificates, is not valid and binding on the 2008 Certificate Insurer; or
(d) the 2008 Certificate Insurer shall default in any payment or payments of amounts payable by it under any insurance policy or policies that insure or support the payment of principal and interest on municipal obligations (other than the 2008 Certificate Insurance Policy) when due and such default shall continue for a period of thirty (30) days; (it being understood by the Liquidity Facility Provider that default, for the purposes of this paragraph, shall not mean a situation whereby the 2008 Certificate Insurer contests in good faith its liability under any such policy or policies in light of the claim or claims made thereunder); or (e) any material representation or warranty made by the Authority or the City under or in connection with the Liquidity Facility or in any Related Document shall prove to be untrue in any material respect on the date as of which it was made; or
(f) any Other Event of Insolvency shall have occurred; or (g) (i) nonpayment of any fees due to the Liquidity Facility Provider hereunder pursuant to the Liquidity Facility, if such failure to pay when due shall continue for ten (10) Business Days after the City, the Authority and the 2008 Certificate Insurer have received written notice thereof from the Liquidity Facility Provider; or (ii) nonpayment of any other amounts payable to the Liquidity Facility Provider under the Liquidity Facility or under any of the Related Documents and such failure is not cured within 20 days after the City, the Authority and the 2008 Certificate Insurer have received written notice thereof from the Liquidity Facility Provider; or #19..
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6 (h) the breach by the Authority or the City of any of the terms or provisions of certain specified covenants set forth in the Liquidity Facility; or
(i) the Authority shall default in the performance or observance of any other material covenant or agreement contained (or incorporated by reference) in the Liquidity Facility and such default shall continue unremedied for a period of thirty (30) days after the Authority has received written notice thereof from the Liquidity Facility Provider; or
(j) the City shall default in the performance or observance of any other material covenant or agreement contained (or incorporated by reference) in the Liquidity Facility and such default shall continue unremedied for a period of thirty (30) days after the City has received written notice thereof from the Liquidity Facility Provider; or (k) any provision of the Liquidity Facility or any of the Related Documents ceases to be valid and binding against the Authority or the City or shall be declared null and void or the Authority or the City repudiates its obligations under the Liquidity Facility or any of the Related Documents or the pledge and assignment pursuant to the Liquidity Facility and the Related Documents shall for any reason cease to be fully enforceable with the priority required hereunder and thereunder; or
(l) the occurrence of any “event of default” under any of the Related Documents which is not otherwise specified as another Event of Default, other than the failure of the Liquidity Facility Provider to provide funds for the purchase of Eligible Certificates when required by the terms and conditions of the Liquidity Facility; or (m) the Trustee ceases to have an effective security interest in the Trust Estate prior to any lien, pledge, assignment or security interest of any creditors of the City or the Authority; or (n) (i) each of S&P and Moody’s shall suspend or withdraw the long-term rating on the 2008 Certificates for credit related reasons or shall reduce such rating below BBB- (or its equivalent) in the case of S&P and Baa3 (or its equivalent) in the case of Moody’s, or (ii) the long term claims-paying or financial strength rating of the 2008 Certificate Insurer is lowered below A3 (or its equivalent) and A- (or its equivalent) by each of Moody’s, and S&P, respectively; or
(o) the City shall default in any payment of principal of or premium, if any, or interest on any of its Debts in excess of $500,000 and such default shall continue beyond the expiration of the applicable grace period, if any, or the City shall fail to perform any other agreement, term or condition contained in any agreement under which any obligation for the payment of $500,000 or more is created or secured, which shall permit or result in the declaring due and payable of such obligation prior to the date on which it would otherwise have become due and payable; or (p) a final judgment or order for the payment of money for an uninsured claim in excess of $500,000 shall have been rendered against the City and such judgment or order shall not have been satisfied, stayed or bonded pending appeal within a period of thirty (30) days from the date on which it was first so rendered; or (q) any cancellation, termination, replacement, amendment, replacement or other modification of the 2008 Certificate Insurance Policy or substitution of the 2008 Certificate Insurer occurs without the prior written consent of the Liquidity Facility Provider; or
(r) the long-term, unenhanced rating of the Revenue Fund shall be withdrawn or suspended or otherwise unavailable for credit-related reasons or reduced below Baa1 (or its equivalent) in the case of Moody’s, BBB+ (or its equivalent) in the case of S&P or BBB+ (or its equivalent) in the case of Fitch; provided that in the event of split ratings, the default will be determined by reference to the lowest rating; or (s) a moratorium shall have been declared with respect to the payment of the debts of the Authority or the City; or
(t) any of the funds or accounts established pursuant to the Trust Agreement or the Contract or any funds or accounts on deposit, or otherwise to the credit of, such funds or accounts shall become subject to any stay, #19..
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7 writ, judgment, warrant of attachment, execution or similar process by any of the creditors of the City or the Authority and such stay, writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or stayed within thirty (30) days after its issue or levy; or (u) an event shall have occurred that in the opinion of the Liquidity Facility Provider has a material adverse effect on the financial condition, operations or prospects of the City or its ability to perform its obligations under the Liquidity Facility or any Related Document.

Remedies.

Immediate Termination. In the case of an Event of Default specified in paragraphs (a), (b), (c)(i), (d), (n)(i) or (q) above (each, a “Termination Event”), the Available Commitment and the obligation of the Liquidity Facility Provider to purchase 2008 Certificates shall immediately terminate without notice or demand, and thereafter the Liquidity Facility Provider shall be under no obligation to purchase 2008 Certificates. Promptly after the Liquidity Facility Provider receives written notice of such Termination Event, the Liquidity Facility Provider shall give written notice of the same to the Trustee, the Authority, the City, the Rating Agencies and the Remarketing Agent; provided, that the Liquidity Facility Provider shall incur no liability or responsibility whatsoever by reason of its failure to give such notice and such failure shall in no way affect the termination of the Available Commitment and of the Liquidity Facility Provider’s obligation to purchase Eligible Certificates pursuant to the Liquidity Facility.

Termination With Notice. Upon the occurrence and during the continuance of an Event of Default specified in paragraphs (g)(i) or (n)(ii) above, the Liquidity Facility Provider may terminate the Available Commitment by giving written notice (a “Notice of Termination”) to the City, the Trustee, the Remarketing Agent and the 2008 Certificate Insurer, specifying the date on which at 3:00 p.m. California time the Available Commitment shall terminate (the “Termination Date”), which shall be not less than thirty (30) days from the date of receipt of such notice by the Trustee, and after the Termination Date the Liquidity Facility Provider shall be under no further obligation to purchase 2008 Certificates hereunder other than 2008 Certificates which are the subject of the Notice of Liquidity Facility Provider Purchase delivered by the Trustee in accordance with the provisions of the Liquidity Facility and received by the Liquidity Facility Provider on or prior to the Termination Date.

Immediate Suspension. In the case of (i) the occurrence of an Event of Default of the type specified in paragraph (c)(ii) above or (ii) the commencement of an involuntary case or other involuntary proceeding seeking an order for relief, rehabilitation, reorganization, conservation, liquidation or dissolution with respect to the 2008 Certificate Insurer or its debts or claims under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian, assignee, sequestrator or other similar official for the 2008 Certificate Insurer or any substantial part of its property (an “Involuntary Insolvency Event”), the Liquidity Facility Provider’s obligation to purchase Eligible Certificates hereunder shall immediately be suspended without further action on the part of any Person. Upon such a suspension, the Liquidity Facility Provider shall give written notice thereof to the City, the Trustee, the Remarketing Agent and the 2008 Certificate Insurer; provided, however, that the failure of the Liquidity Facility Provider to give such notice shall not affect the validity of such suspension. The obligation of the Liquidity Facility Provider to purchase Eligible Certificates shall be suspended until either (x) the Liquidity Facility Provider delivers a written notice to the Trustee rescinding the automatic suspension of its obligation to purchase Eligible Certificates under the Liquidity Facility (a “Rescission Notice”) or, (y)(1) in the case of a suspension event upon an Event of Default specified in paragraph (c)(ii) above, a final non-appealable order of a court having jurisdiction in the premises shall be entered declaring that all material contested provisions of the 2008 Certificate Insurance Policy are upheld in their entirety or (2) in the case of an Involuntary Insolvency Event, a court having jurisdiction in the premises shall dismiss or stay such involuntary case, proceeding or appointment within 60 days. In the event a final non-appealable order is entered declaring any material provision of the 2008 Certificate Insurance Policy to be null and void, or declaring that the 2008 Certificate Insurer does not have any further liability or obligation under the 2008 Certificate Insurance Policy or in the event an Involuntary Insolvency Event is not dismissed or stayed within 60 days by a court having jurisdiction in the premises, then the obligation of the Liquidity Facility Provider to purchase Eligible Certificates shall immediately terminate without any further action by any Person. In the event a final non-appealable order is entered declaring that all material contested provisions of the 2008 Certificate Insurance Policy are upheld in their entirety or in the event a court having jurisdiction in the premises shall dismiss or stay any Involuntary Insolvency Event within 60 days, the obligation of the Liquidity Facility Provider to purchase Eligible Certificates shall be automatically reinstated and the terms of the Liquidity Facility will continue in #19..
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8 full force and effect (unless the Bank Purchase Period shall have otherwise expired or terminated) as if there had been no such suspension. Notwithstanding the foregoing, if the Liquidity Facility Provider has not delivered a Rescission Notice to the Trustee and if, upon the earlier of (a) the last day of the Bank Purchase Period or (b)(i) in the case of the occurrence of an Event of Default specified in paragraph (c)(ii) above, the date which is three years after the effective date of suspension of the obligation of the Liquidity Facility Provider to purchase Eligible Certificates, litigation is still pending and a judgment regarding the validity of the 2008 Certificate Insurance Policy has not been obtained or (ii) in the case of the occurrence of an Involuntary Insolvency Event, the date which is 60 days after the commencement of the involuntary case, proceeding or appointment, such involuntary case, proceeding or appointment has not been dismissed or stayed, then the Available Commitment and the obligation of the Liquidity Facility Provider to purchase Eligible Certificates shall at such time terminate without notice or demand and thereafter the Liquidity Facility Provider shall be under no further obligation to purchase Eligible Certificates.

Other Remedies. In addition to the rights and remedies set forth above under “Immediate Termination,” “Termination With Notice” and “Immediate Suspension,” in the case of any Event of Default, upon the election of the Liquidity Facility Provider: (i) all amounts payable hereunder (other than payments of principal and interest on Liquidity Provider Certificates) shall upon notice to the City become immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Authority and the City, and (ii) the Liquidity Facility Provider shall have all the rights and remedies available to it under the Liquidity Facility, the Related Documents or otherwise pursuant to law or equity other than acceleration of the 2008 Certificates or termination of its obligation to purchase 2008 Certificates.

BMO Bank N.A.

The following information has been provided by BMO Bank N.A. It has not been verified by the Authority or the City, and neither the Authority nor the City guarantees its accuracy or completeness.

Except for the contents under this subheading, BMO Bank N.A. did not participate in the preparation of, or in any way verify the information in, any other part of this Remarketing Memorandum and assumes no responsibility for the nature, contents, accuracy or completeness of the information set forth in this Remarketing Memorandum.

BMO Bank N.A. (“BBNA”), with executive offices in Chicago, Illinois, is a wholly-owned subsidiary of BMO Financial Corp., a Delaware corporation (“BFC”). BFC is based in Chicago and wholly-owned by Bank of Montreal (“BMO”) (NYSE, TSX: BMO). BFC operates primarily through its subsidiary BBNA, which provides banking, financing, investing and cash management services in the United States. BMO brands the organization’s member companies as BMO Financial Group (“BMO FG”). BMO FG is a highly diversified financial services provider based in North America, providing a broad range of products and services directly and through Canadian and non-Canadian subsidiaries, offices, and branches.

Additional information about BBNA and BMO is available on SEDAR (http://www.sedar.com), EDGAR (http://www.sec.gov) and on BMO’s website (https://www.bmo.com/main/about-bmo/banking/investor-relations), or will be provided without charge upon written request directed to: Bank of Montreal, Corporate Secretary’s Department, 100 King Street West, 1 First Canadian Place, 9th Floor, Toronto, Ontario M5X 1A1. The financial information referenced in this paragraph is not incorporated by reference into this Supplement.

The Liquidity Facility is an obligation solely of BBNA and is not an obligation of, or otherwise guaranteed by, BFC, BMO or any of their respective affiliates (other than BBNA). Neither BFC, BMO or any of their respective affiliates (other than BBNA) is required to make payments under the Liquidity Facility. None of BBNA, BFC, BMO or any of their respective affiliates makes any representation as to, or is responsible for the suitability of the 2008 Certificates for any investor, the feasibility or performance of any project or compliance with any securities or tax laws or regulations. The 2008 Certificates are not direct obligations of, or guaranteed by, the BBNA, BFC, BMO or any of their respective affiliates.

The above information has been supplied by BBNA. The delivery of the information in this Supplement shall not create any implication that there has been no change in the affairs of BMO or BBNA since the date such information was provided by BBNA, or that the information contained or referred to in this Supplement is correct as of any time subsequent to the date it was provided by BBNA. #19..
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9 RATINGS
Moody’s Ratings (“Moody’s”) and S&P Global Ratings (“S&P”) have assigned their long-term ratings of “[A2]” and “[AA]” respectively, to the 2008 Certificates based upon the 2008 Certificate Insurance Policy by Assured Guaranty. Moody’s and S&P have also assigned their underlying long-term ratings of “[Aa3]” and “[AA]” respectively, to the 2008 Certificates. Moody’s and S&P also assigned their short-term ratings of “[P-1]” and “[A1]” respectively, to the 2008 Certificates based on the delivery of the Liquidity Facility. Generally, rating agencies base their ratings on information and material furnished directly to them and on investigations, studies and assumptions made by them. The ratings reflect only the views of such organizations and an explanation of the significance of such rating may be obtained from the rating agency furnishing such rating. There is no assurance that the rating will continue for any given period of time or that it will not be revised downward or withdrawn entirely by such rating agency, if, in the judgment of such rating agency, circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the 2008 Certificates.

See “RISK FACTORS - Ratings May Be Lowered or Withdrawn; Unsolicited Ratings” in the Original Remarketing Memorandum.

MISCELLANEOUS
Reference is made herein to certain documents and reports which are brief summaries thereof which do not purport to be complete or definitive, and reference is made to such documents and complete statement of the contents thereof.

Any statements in this Supplement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Supplement is not to be construed as a contract or agreement between the City and the purchasers or holder of any 2008 Certificates.

The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Supplement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority, the City or the Liquidity Facility Provider since the date hereof.
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10 The execution and delivery of this Supplement have been duly authorized by the City and the Authority.

CITY OF MODESTO, CALIFORNIA
By: /s/ DeAnna Christensen
Finance Director

MODESTO PUBLIC FINANCING AUTHORITY
By: /s/ DeAnna Christensen
Auditor and Treasurer
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302724549.3 A-1

APPENDIX A
COPY OF REMARKETING MEMORANDUM, DATED JUNE 2, 2023
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4899-3009-3974.5

AMENDED AND RESTATED FEE LETTER AGREEMENT
May [__], 2026
City of Modesto
1010 Tenth Street, Suite 5200
Modesto, California 95354
Modesto Public Financing Authority
c/o City of Modesto
1010 Tenth Street, Suite 5200
Modesto, California 95354
Re: City of Modesto Water Refunding Revenue Certificates of Participation, 2008 Series A
Ladies and Gentlemen:

Reference is hereby made to that certain Standby Certificate Purchase Agreement, dated as of June 1, 2023 (the “Original Agreement”), by and among the Modesto Public Financing Authority (the “Authority”), the City of Modesto (the “City”), The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and BMO Bank N.A. (formerly known as BMO Harris Bank N.A., the “Bank”), as amended by that certain Amendment No. 1 to Standby Certificate Purchase Agreement, dated May [__], 2026 (the “Standby Certificate Purchase Agreement Amendment No. 1” and the Original Agreement, as amended by the Standby Certificate Purchase Agreement Amendment No. 1 and as the same may be further amended or supplemented from time to time, the “Agreement”), by and among the Authority, the City, the Trustee and the Bank, supporting the above-referenced Certificates. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

In connection with the Original Agreement, the Bank, the City and the Authority executed that certain Fee Letter Agreement dated June 8, 2023 (the “Prior Fee Agreement”). This Amended and Restated Fee Letter Agreement, dated May [__], 2026 (this “Fee Letter Agreement”) among the Authority, the City and the Bank, as the same may be amended or supplemented from time to time, is the “Fee Letter Agreement” referenced in the Agreement, and the terms hereof are incorporated by reference into the Agreement as if fully set forth therein. The Authority, the City and the Bank hereby agree that the Extension Closing Date shall be the date hereof.

In consideration for the issuance of the Agreement pursuant to the terms of the Agreement, the parties hereto agree as follows:

ARTICLE I. FEES AND PAYMENTS.

Section 1.1. Commitment Fee. The Authority and the City (by payment of Additional Payments) hereby agree to pay or cause to be paid to the Bank a nonrefundable commitment fee (the “Commitment Fee”), which, for the period from June 8, 2023 through June [8], 2026, shall be #19..
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4899-3009-3974.5
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the “Commitment Fee Rate” as set forth in the Prior Fee Agreement (which provisions, for purposes of determining the Commitment Fee in effect for the period from June 8, 2023 through June [8], 2026, was incorporated by reference into the Original Agreement),[ and, as of the date of this Fee Letter Agreement, the Bank, the City and the Authority hereby agree and acknowledge is

0.30% per annum]. For the period from and after June [9], 2026, the Authority and the City (by payment of Additional Payments) hereby agree to pay or cause to be paid to the Bank the Commitment Fee payable semiannually in arrears from and after June [9], 2026 (as further described in Section 1.2 hereof), equal to (i) the Commitment Fee Rate multiplied by (ii) the Available Commitment, for each day during such semiannual period commencing on the first day of such semiannual period (or, in the case of the first semiannual period of April 1, 2026 through September, 30, 2026, from and after June [9], 2026) and ending on the last calendar day of such semiannual period. As used above, “Commitment Fee Rate” shall mean 0.30%, as subject to increase pursuant to Prior Fee Agreement through June [8], 2026, and, from and after June [9], 2026, shall mean 0.32% per annum, increased one time per level by the percentage points indicated below for each level below the A2/A/A level through or to which the current rating assigned to any long-term, unenhanced obligation of the Revenue Fund by Moody’s Investors Service, Inc., S&P Global Ratings or Fitch Ratings, Inc. falls:

Rating
(Moody’s/S&P/Fitch)
Percentage Point
Increase
A2/A/A or higher 0.00%
A3/A-/A- 0.10%
Baa1/BBB+/BBB+ 0.10%
In the event that (x) the long-term, unenhanced ratings assigned to the Revenue Fund shall be withdrawn or suspended or otherwise unavailable for credit-related reasons or reduced below Baa1 by Moody’s, BBB+ by S&P or BBB+ by Fitch or (y) upon the occurrence of an Event of Default, the then current Commitment Fee Rate based on the table above will be increased by an additional

1.50% per annum. In the event of split ratings, the Commitment Rate will be based on the level that includes the lowest such rating. All such fee increases shall be cumulative.

Section 1.2. Payment Dates. The Commitment Fee shall be paid semiannually in arrears for the preceding semiannual period on the first Business Day of each April and October, commencing on [October 1, 2026] (which such payment shall include the Letter of Credit Fee as calculated pursuant to Section 1.1 hereof), and on the last day of the Bank Purchase Period.

Section 1.3. Other Fees. In addition, the Authority and City (by payment of Additional Payments) shall pay to Bank upon each transfer of the Agreement in accordance with its terms to any successor Trustee, a transfer fee of $2,500 and upon each amendment of the Agreement, this Fee Letter Agreement or any of the other Related Documents, an amendment fee in a minimum amount equal to $5,000 to be determined by the Bank at the time thereof, plus the fees and expenses of counsel to the Bank in connection therewith.

Section 1.4. Calculation of Fees and Interest. All fees payable hereunder shall be nonrefundable and shall be calculated on the basis of a 365/366-day year and actual days elapsed, including the Extension Closing Date and the last day of the Bank Purchase Period. All interest #19..
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payable under the Agreement shall be calculated on the basis of a 365/366-day year and actual days elapsed.

Section 1.5. Initial Costs and Expenses. The Authority and the City (by payment of Additional Payments) shall pay to the Bank any and all reasonable fees, charges and expenses, payable or incurred by the Bank (consisting solely of the fees and expenses of counsel to the Bank) in connection with the preparation, due diligence and execution and delivery of the Agreement and the Custodian Agreement, together with interest on such amounts from the date such payment is due until paid at a rate per annum equal to the Default Rate, and agrees to save the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such fees and expenses. The obligations and liabilities under this Section 1.5 shall survive the termination of this Fee Letter Agreement, the Agreement and the Contract and the Authority’s and the City’s obligations hereunder and thereunder and the payment in full of all 2008 Payments and Additional Payments.

Section 1.6. Bank Payment Account. “Bank Payment Account” shall mean the following account of the Bank, or such other account as may be subsequently designated by the Bank in writing to the City, the Authority and the Trustee:

BMO Bank N.A.

Global Trade Operations
13300 Crossroads Parkway North | SC-XRD-2W-G
City of Industry, CA 91746-3417
Tel: 1-(888) 600-8723
Fax: 1-(323) 727-6487
Group email: [email protected]
[ABA #: 121100782
Account Name: Commercial Loan Servicing
Account #: 239855-332
Ref: City of Modesto Water 2008 – Obligor # 1000203410
Attention: Milad Shayouta][UNDER REVIEW]
ARTICLE II. NOTICES.

Any notice, demand, direction, request or other instrument authorized or required by the Agreement to be given to or filed with the Authority, the City, the Remarketing Agent, the Trustee, the Bank or the Bond Insurer, shall be deemed or have been sufficiently given or filed for all purposes, if any, when delivered by hand or when sent by registered mail, return receipt requested, postage prepaid, and if given by telecopy or telegraphic means shall be deemed given when transmitted (receipt confirmed):

If to the Bank:

If with respect to purchases under the Agreement, to:

BMO Bank, N.A.
180 Montgomery Street
San Francisco, California 94104
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Attention: Edward C. Neu, Managing Director
Telephone: (415) 765-4938
Email: [email protected]
with a copy to:

BMO Bank, N.A.
320 S. Canal Street, 16th Floor
Chicago, Illinois 60606
Attention: Millicent Jackson, Vice President
Telephone: (312) 461-5610
Email: [email protected]
If with respect to all other matters, to:

BMO Bank, N.A.
180 Montgomery Street
San Francisco, California 94104
Attention: Edward C. Neu, Managing Director
Telephone: (415) 765-4938
Email: [email protected]
ARTICLE III. MISCELLANEOUS.

Section 3.1. Other Matters. No provision of this Fee Letter Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the parties hereto. No failure or delay on the part of the Bank in exercising any right, power or privilege hereunder and no course of dealing shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies that the Bank would otherwise have. No notice to or demand on the Authority, the City or any other party hereto in any case shall entitle the Authority, the City or such other party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Bank to any other or further action in any circumstances without notice or demand.

Section 3.2. Governing Law. This Fee Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of California.

Section 3.3. Severability. If any provision of this Fee Letter Agreement shall be held or deemed to be or shall in fact be illegal, inoperative or unenforceable the same shall not affect any other provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever.

Section 3.4. Counterparts. This Fee Letter Agreement may be simultaneously executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. This Fee Letter Agreement may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy to an email, and any #19..
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printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page.

Section 3.5. One Agreement. This Agreement, the Fee Letter Agreement and any related security or other agreements required by this Agreement, collectively: (a) represent the sum of the understandings and agreements among the Authority, the Bank, the City and the Trustee with respect to the subject matter hereof; (b) replace any prior oral or written agreements between or among the Bank and the Authority, the City and/or the Trustee concerning the subject matter hereof; and (c) are intended by the Authority, the City, the Trustee and the Bank as the final, complete and exclusive statement of the terms agreed to by them with respect to the subject matter hereof. In the event of any conflict between this Fee Letter Agreement and the Agreement and any other Related Documents, this Fee Letter Agreement will prevail. This Fee Letter Agreement and the Agreement shall be construed as one agreement among the City, the Authority, the Trustee and the Bank and shall be governed by the provisions of the Agreement. [The remainder of this page intentionally left blank]
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Signature Page to Fee Letter Agreement
S-1
If the foregoing accurately reflects our agreement, please indicate the same by signing in the space provided below.

Very truly yours,
BMO BANK N.A.

By:

Name: Edward C. Neu
Title: Managing Director
[Signatures continue on the next page]
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Signature Page to Fee Letter Agreement
S-2
Accepted and Agreed to:

CITY OF MODESTO
By:

Name: DeAnna Christensen
Title: Finance Director/Treasurer
Attest:

By:

Name: Diane Navares-Perez
Title: City Clerk
Approved as to Form:

By:

Name: ______________________________
Title: _______________________________

MODESTO PUBLIC FINANCING

AUTHORITY
By:

Name: DeAnna Christensen
Title: Auditor and Treasurer
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4906-9981-4038.4
AMENDMENT NO. 1 TO

STANDBY CERTIFICATE PURCHASE AGREEMENT
among
BMO BANK N.A.
and

CITY OF MODESTO
and

MODESTO PUBLIC FINANCING AUTHORITY
Dated May [__], 2026
Relating to the
$47,625,000 original aggregate principal amount of

CITY OF MODESTO
WATER REFUNDING REVENUE CERTIFICATES OF PARTICIPATION, 2008 SERIES A Amending that certain Standby Certificate Purchase Agreement, dated as of June 1, 2023, by and among BMO Bank N.A., the City of Modesto and the Modesto Public Financing Authority #19..
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AMENDMENT NO. 1 TO

STANDBY CERTIFICATE PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO STANDBY CERTIFICATE PURCHASE AGREEMENT (this “Amendment No. 1”), dated May [__], 2026, by and among BMO BANK N.A., a national banking association (formerly known as BMO Harris Bank N.A., the “Bank”), the MODESTO PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “Authority”) and the CITY OF MODESTO, a charter city and municipal corporation duly organized and existing under laws of the State of California (the “City”).

WITNESSETH:

A. The Bank, the Authority and the City executed that certain Standby Certificate Purchase Agreement, dated as of June 1, 2023 (the “Original Standby Certificate Purchase Agreement”), by and among the Bank, the Authority and the City, and the Original Standby Certificate Purchase Agreement has a Stated Expiration Date of June 8, 2026.

B. The City has applied to the Bank for the extension by the Bank of the Stated Expiration Date to [June 8, 2029] and an amendment of certain provisions of the Original Standby Certificate Purchase Agreement and certain provisions of the Original Fee Letter Agreement.

C. The Bank has agreed to extend the Stated Expiration Date to [June 8, 2029] and amend such provisions of the Original Standby Certificate Purchase Agreement and the Original Fee Letter Agreement on the terms and conditions set forth herein.

D. As of May [__], 2026, the Available Principal Commitment is $[________] and the Available Interest Commitment of $[________].

NOW, THEREFORE, in consideration of the foregoing and the undertakings herein set forth and intending to be legally bound, the Authority, the City and the Bank hereby agree as follows:

Section 1. Authority and Definitions.
(a) This Amendment No. 1 is entered into pursuant to Section 8.15 of the Original Standby Certificate Purchase Agreement.
(b) This Amendment No. 1 amends the Original Standby Certificate Purchase Agreement.
(c) Capitalized terms used herein without definition shall have the meanings set forth in the Original Standby Certificate Purchase Agreement. (d) Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, this Amendment No. 1 and the Amended and Restated Fee Letter Agreement, dated May [__], 2026, by and among the City, the Authority and the Bank (the “Amended and Restated Fee #19..
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2 Letter Agreement”), shall be executed and delivered by the Bank, upon the execution and delivery hereof by the Authority, the City and the Bank on May [__], 2026 (the “Extension Closing Date”). (e) The provisions of this Amendment No. 1 shall supersede and prevail over any conflicting provisions of the Original Standby Certificate Purchase Agreement. If there is any conflict between the terms, conditions and provisions of this Amendment No. 1 and those of any of the Related Documents, the terms, conditions and provisions of this Amendment No. 1, as applicable, shall prevail. Save and except as expressly amended hereby, all of the terms and provisions of the Original Standby Certificate Purchase Agreement continue in full force and effect and are applicable to the provisions of this Amendment No. 1 and the obligations of the parties hereunder. Reference to this specific Amendment No. 1 need not be made in any note, document, agreement, letter, certificate, the Standby Certificate Purchase Agreement or any communication issued or made subsequent to, or with respect to, the Standby Certificate Purchase Agreement, it being hereby agreed that any reference to the Standby Certificate Purchase Agreement shall be sufficient to refer to the Original Standby Certificate Purchase Agreement as hereby amended. The parties hereto expressly agree that this Amendment No. 1 shall constitute a modification of the Original Standby Certificate Purchase Agreement and does not constitute a novation or substitution with respect to the Original Standby Certificate Purchase Agreement.

Section 2. Amendment of the Original Standby Certificate Purchase Agreement. (a) All references to the Bank in the Original Standby Certificate Purchase Agreement shall refer to BMO Bank N.A.
(b) The definitions of “Agreement,” “Bank,” “Fee Letter Agreement” and “Stated Expiration Date” in Section 1.01 of the Original Standby Certificate Purchase Agreement are hereby deleted in their entirety and the following substituted therefor:
“Agreement” means this Standby Certificate Purchase Agreement, dated as of June 1, 2023, by and among the Bank, the Authority and the City, as amended by the Amendment No. 1 to Standby Certificate Purchase Agreement, dated May [__], 2026, by and among the Bank, the Authority and the City, and as the same may from time to time be further amended, supplemented or otherwise modified in accordance with its terms.
“Bank” means BMO Bank N.A. and its successors and assigns. “Fee Letter Agreement” means the Amended and Restated Fee Letter Agreement, dated May [__], 2026, by and among the City, the Authority and the Bank, and as the same may be further amended or supplemented from time to time. “Stated Expiration Date” means the later of (a) [June 8, 2029] and (b) the last day of the Extended Bank Purchase Period as extended from time to time pursuant to Section 8.15 hereof or, if any such day is not a Business Day, the next preceding Business Day to such day.
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3 (c) The Revised Agreement is hereby amended by adding the attached “Schedule I – Schedule of Mandatory Payments” thereto after Exhibit A therein and by adding a reference to Schedule I to the Table of Contents thereof.

Section 3. Conditions Precedent to Execution and Delivery and Effectiveness of this Amendment No. 1 and the Amended and Restated Fee Letter Agreement. The obligation of the Bank to execute and deliver this Amendment No. 1 and the Amended and Restated Fee Letter Agreement shall be subject to the fulfillment of the following conditions precedent on or before the Extension Closing Date, in a manner satisfactory to the Bank and its counsel:
(a) the Bank shall have received opinions of the City Attorney, in form and substance satisfactory to the Bank and its counsel dated the Extension Closing Date; (b) the Bank shall have received an opinion of the counsel to the Authority, in form and substance satisfactory to the Bank and its counsel dated the Extension Closing Date; (c) the Bank shall have received on the Extension Closing Date executed originals of this Amendment No. 1 and the Amended and Restated Fee Letter Agreement, and any other documents which the Bank may reasonably request evidencing that all necessary action (including, without limitation, adoption of resolutions) required to be taken by the Authority and the City in connection with the authorization, execution, issuance, delivery and performance of such documents and any other document required to be delivered by the City pursuant to or in connection with this Amendment No. 1 or the Amended and Restated Fee Letter Agreement or the transactions contemplated hereby or thereby, has been taken; (d) the Bank shall have received a certificate signed by an Authorized Representative of the City dated the Extension Closing Date stating that on such date:
(i) the representations and warranties set forth in this Amendment No. 1 and in any other certificate, letter, writing or instrument delivered by the City to the Bank pursuant hereto or in connection herewith, shall be true and correct as of the Extension Closing Date;
(ii) no material adverse change shall have occurred in the condition (financial or otherwise) of the City prior to the Extension Closing Date; (iii) on the Extension Closing Date no Event of Default or no event, act or omission which with notice, lapse of time or both, would constitute such an Event of Default, shall have occurred and be continuing; (iv) there is no lawsuit, tax claim or other dispute pending or threatened against the City which, if lost, would impair the City’s financial condition or ability to repay the unreimbursed Bank Certificates, except as have been disclosed in writing to the Bank;
(v) the City is in compliance with the terms and conditions of Standby Certificate Purchase Agreement and has performed or complied with all of its Obligations, agreements and covenants to be performed or complied with pursuant #19..
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4 to the Standby Certificate Purchase Agreement on or prior to the Extension Closing Date; and
(vi) to the extent not already on file with the Bank, the City has delivered to the Bank true, correct and complete copies of the Related Documents and such documents were duly issued, adopted or executed and delivered, have not been modified, amended or rescinded and are in full force and effect on and as of the Extension Closing Date.
(e) the Bank shall have received copies of resolutions of the City Council of the City, certified as of the Extension Closing Date by the City Clerk, authorizing, among other things, the execution, delivery and performance by the City of this Amendment No. 1, the Amended and Restated Fee Letter Agreement and any other documents to be delivered by it hereunder;
(f) the Bank shall have received a certificate of an Authorized Representative of the City dated the Extension Closing Date certifying as to the authority, incumbency and specimen signatures of the Authorized Representative of the City authorized to sign this Amendment No. 1, the Amended and Restated Fee Letter Agreement and any other documents to be delivered by it hereunder and who will be authorized to represent the City in connection with the Standby Certificate Purchase Agreement and the Fee Letter Agreement, upon which the Bank may rely until it receives a new such certificate;
(g) the Bank shall have received a certificate signed by an Authorized Representative of the Authority dated the Extension Closing Date stating that on such date:
(i) the representations and warranties set forth in this Amendment No. 1 and in any other certificate, letter, writing or instrument delivered by the Authority to the Bank pursuant hereto or in connection herewith, shall be true and correct as of the Extension Closing Date;
(ii) no material adverse change shall have occurred in the condition (financial or otherwise) of the Authority prior to the Extension Closing Date; (iii) on the Extension Closing Date no Event of Default or no event, act or omission which with notice, lapse of time or both, would constitute such an Event of Default, shall have occurred and be continuing; (iv) there is no lawsuit, tax claim or other dispute pending or threatened against the Authority which, if lost, would impair the Authority’s financial condition or ability to repay the unreimbursed Bank Certificates, except as have been disclosed in writing to the Bank;
(v) the Authority is in compliance with the terms and conditions of the Standby Certificate Purchase Agreement and has performed or complied with all of its Obligations, agreements and covenants to be performed or complied with pursuant to the Standby Certificate Purchase Agreement on or prior to the Extension Closing Date;
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5 (vi) all information, documents, statements and certificates provided to the Bank are true and correct on and as of the date hereof and were provided in expectation of the Bank’s reliance thereon; and
(vii) the Authority has delivered to the Bank true, correct and complete copies of the Related Documents and such documents were duly issued, adopted or executed and delivered, have not been modified, amended or rescinded and are in full force and effect on and as of the Extension Closing Date; (h) the Bank shall have received copies of resolutions of the governing board of the Authority, certified as of the Extension Closing Date by the secretary of such governing board, authorizing, among other things, execution, delivery and performance by the Authority of this Amendment No. 1, the Amended and Restated Fee Letter Agreement and any documents to be delivered by it hereunder;
(i) the Bank shall have received a certificate of an Authorized Representative of the Authority dated the Extension Closing Date certifying as to the authority, incumbency and specimen signatures of the Authorized Representative of the Authority authorized to sign this Amendment No. 1, the Amended and Restated Fee Letter Agreement and any other documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with the Standby Certificate Purchase Agreement and the Fee Letter Agreement, upon which the Bank may rely until it receives a new such certificate; (j) the representations and warranties set forth in Section 4 hereof shall be true and correct on and as of the Extension Closing Date and no Event of Default or event, act or omission which with notice, lapse of time or both, would constitute such an Event of Default shall have occurred and be continuing;
(k) payment to the Bank of (or the Bank shall be reasonably satisfied that payment will be made promptly after demand therefor after the Extension Closing Date of) all fees and expenses payable by the City pursuant to Section 5 hereof; and (l) all other legal matters pertaining to the execution and delivery of this Amendment No. 1 and the Amended and Restated Fee Letter shall be reasonably satisfactory to the Bank and its counsel.

Section 4. Representations and Warranties.
(a) The City hereby represents and warrants as of the Extension Closing Date that: (i) the representations and warranties of the City set forth in Article 4.02 of the Original Standby Certificate Purchase Agreement and in any and all documents delivered to the Bank in connection therewith are true and correct on and as of the Extension Closing Date, as if made on and as of such date; (ii) no Event of Default or event, act or omission which with notice, lapse of time or both, would constitute such an Event of Default has occurred and is continuing; (iii) no default has occurred and is continuing under any of the Related Documents; (iv) the City is in compliance with the terms and conditions of the Original Standby Certificate Purchase Agreement and has performed or complied with all of its obligations, agreements and covenants to be performed or complied with pursuant to the Standby Certificate Purchase Agreement on or prior #19..
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6 to the Extension Closing Date; (v) no material adverse change in the financial condition, operations or prospects of the City or laws, rules or regulations (or their interpretation or administration) shall have occurred as of the Extension Closing Date that, in any case, may adversely affect the consummation of the transaction, as determined in the sole discretion of the Bank; (vi) this Amendment No. 1 and the Amended and Restated Fee Letter Agreement have each been duly authorized, executed and delivered by the City; and (vii) all information, documents, statements and certificates provided to the Bank by or on behalf of the City in connection with the transactions contemplated by this Amendment No. 1 and the Amended and Restated Fee Letter Agreement are true and correct as of the date thereof and were provided in expectation of the Bank’s reliance thereon in executing this Amendment No. 1 and the Amended and Restated Fee Letter Agreement. (b) The Authority hereby represents and warrants as of the Extension Closing Date that: (i) the representations and warranties of the Authority set forth in Section 4.01 of the Standby Certificate Purchase Agreement and in any and all documents delivered to the Bank in connection therewith are true and correct on and as of the Extension Closing Date, as if made on and as of such date; (ii) no Default or event, act or omission which with notice, lapse of time or both, would constitute such an Event of Default has occurred and is continuing; (iii) no default has occurred and is continuing under any of the Related Documents; (iv) the Authority is in compliance with the terms and conditions of the Standby Certificate Purchase Agreement and has performed or complied with all of its obligations, agreements and covenants to be performed or complied with pursuant to the Standby Certificate Purchase Agreement on or prior to the Extension Closing Date; (v) this Amendment No. 1 and the Amended and Restated Fee Letter Agreement have each been duly authorized, executed and delivered by the Authority; and (vi) all information, documents, statements and certificates provided to the Bank by or on behalf of the Authority in connection with the transactions contemplated by this Amendment No. 1 and the Amended and Restated Fee Letter Agreement are true and correct as of the date thereof and were provided in expectation of the Bank’s reliance thereon in executing this Amendment No. 1 and the Amended and Restated Fee Letter Agreement.

Section 5. Costs and Expenses. The City shall pay (by payment of Additional Payments) to the Bank any and all reasonable fees, charges and expenses, payable or incurred by the Bank in connection with the execution and delivery of this Amendment No. 1, the Amended and Restated Fee Letter Agreement, including without limitation, the fees and expenses of counsel to the Bank including without limitation, the fees and expenses of counsel to the Bank, Nixon Peabody LLP no later than 30 days after the Extension Closing Date pursuant to an invoice of such counsel. The City hereby agrees that such fees, charges and expenses are included as obligations under the Original Standby Certificate Purchase Agreement.

Section 6. Miscellaneous.
(a) No Waiver. The Authority and the City each acknowledge and agree that, if and to the extent that the Bank has not heretofore required strict compliance with the performance by the Authority and the City of the covenants, agreements and obligations of the Authority and the City under the Standby Certificate Purchase Agreement or the Related Documents, such action or inaction shall not constitute a waiver of, or otherwise affect in any manner, the Bank’s rights and remedies under the Standby Certificate Purchase Agreement or the Related Documents, as #19..
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7 amended hereby, including the right to require performance of such covenants, agreements and obligations strictly in accordance with the terms and provisions thereof. (b) Counterparts. This Amendment No. 1 may be executed in as many counterparts as necessary or convenient, and by the different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement. This Amendment No. 1 may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy to an email, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. (c) Severability. Any provision of this Amendment No. 1 which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provisions in any other jurisdiction.
(d) One Agreement. Taken together with the Original Standby Certificate Purchase Agreement and the other instruments and documents delivered in compliance herewith, this Amendment No. 1 and any related security or other agreements required by this Amendment No. 1, collectively: (i) represent the sum of the understandings and agreements among the Authority, the Bank and the City concerning this credit; (ii) replace any prior oral or written agreements between or among the Bank and the Authority and/or the City concerning this credit; and (iii) are intended by the Bank, the Authority and the City as the final, complete and exclusive statement of the terms agreed to by them. In the event of any conflict between this Amendment No. 1 and any other agreements required by this Amendment No. 1, this Amendment No. 1 will prevail.
(e) Governing Law. This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of California. (f) PATRIOT ACT NOTICE. Federal law requires the Bank to provide the following notice. This notice is not part of the foregoing agreement or instrument and may not be altered. Please read the notice carefully.

USA PATRIOT ACT NOTICE. Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account or obtains a loan. The Bank will ask for the Authority’s and the City’s legal name, address, tax ID number or social security number and other identifying information. The Bank may also ask for additional information or documentation or take other actions reasonably necessary to verify the identity of the Authority, the City, guarantors or other related persons.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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This Amendment No. 1 to Standby Certificate Purchase Agreement is executed as of the date stated on the first page.

BMO BANK N.A.

By:

Name: Edward C. Neu
Title: Managing Director
[Signatures continue on the next page]
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Accepted and Agreed to:

CITY OF MODESTO
By:

Name: DeAnna Christensen
Title: Finance Director/Treasurer
Attest:

By:

Name: Diane Navares-Perez
Title: City Clerk
Approved as to Form:

By:

Name: ______________________________
Title: _______________________________

MODESTO PUBLIC FINANCING

AUTHORITY
By:

Name: DeAnna Christensen
Title: Auditor and Treasurer
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Schedule I-1

SCHEDULE I

Payment Date
Mandatory
Sinking Fund
Payment Due
Principal
Outstanding
Interest
Coverage SCPA
Close $ 42,390,000 $ 487,776 $ 42,877,776
10/1/2023 $ 2,300,000 $ 40,090,000 $ 461,310 $ 40,551,310 10/1/2024 $ 2,410,000 $ 37,680,000 $ 433,579 $ 38,113,579 10/1/2025 $ 2,515,000 $ 35,165,000 $ 404,639 $ 35,569,639 10/1/2026 $ 2,595,000 $ 32,570,000 $ 374,779 $ 32,944,779 10/1/2027 $ 2,705,000 $ 29,865,000 $ 343,653 $ 30,208,653 10/1/2028 $ 2,810,000 $ 27,055,000 $ 311,318 $ 27,366,318 10/1/2029 $ 2,945,000 $ 24,110,000 $ 277,431 $ 24,387,431 10/1/2030 $ 3,055,000 $ 21,055,000 $ 242,277 $ 21,297,277 10/1/2031 $ 3,185,000 $ 17,870,000 $ 205,628 $ 18,075,628 10/1/2032 $ 3,295,000 $ 14,575,000 $ 167,713 $ 14,742,713 10/1/2033 $ 3,430,000 $ 11,145,000 $ 128,244 $ 11,273,244 10/1/2034 $ 3,570,000 $ 7,575,000 $ 87,165 $ 7,662,165
10/1/2035 $ 3,705,000 $ 3,870,000 $ 44,532 $ 3,914,532
10/1/2036 $ 3,870,000 $ - $ - $ -
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05/05/2026/Finance/DChristensen/Item X 0 XX-2026

MODESTO PUBLIC FINANCING AUTHORITY
RESOLUTION NO. XX-2026

RESOLUTION OF THE MODESTO PUBLIC FINANCING AUTHORITY

RELATING TO WATER REFUNDING REVENUE CERTIFICATES OF
PARTICIPATION, 2008 SERIES A; APPROVING AMENDMENT NO. 1 TO

STANDBY CERTIFICATE PURCHASE AGREEMENT AMONG BMO BANK
N.A., CITY OF MODESTO AND MODESTO PUBLIC FINANCING AUTHORITY; APPROVING AMENDED AND RESTATED FEE LETTER AGREEMENT; AND A SUPPLEMENT TO REMARKETING MEMORANDUM; AND AUTHORIZING

CERTAIN OTHER RELATED ACTIONS
WHEREAS, the Modesto Public Financing Authority (the “Authority”) is a joint exercise of powers authority duly organized and existing pursuant to the Modesto Public Financing Joint Exercise of Powers Agreement, dated as of December 5, 1989, by and between the City of Modesto (the “City”), a charter city and municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of California, and the Industrial Development Authority of the City; and
WHEREAS, the City has caused to be executed and delivered the $47,625,000 City of Modesto, California Water Refunding Revenue Certificates of Participation, 2008 Series A (the “2008 Certificates”); and WHEREAS, in connection with the issuance of the 2008 Certificates, Bank of America, N.A., as liquidity facility provider, the City, and the Authority previously entered into a Standby Certificate Purchase Agreement, dated as of May 1, 2008 (the “Original Standby Certificate Purchase Agreement”), relating to the performance of certain duties with respect to the remarketing of the 2008 Certificates; and
WHEREAS, the Original Standby Certificate Purchase Agreement was later replaced with an irrevocable direct-pay letter of credit (the “Letter of Credit”) #19..
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issued by JPMorgan Chase Bank, N.A. (“JPMorgan”) pursuant to the terms of a Reimbursement Agreement, dated as of July 1, 2011, as amended, by and between the City and JPMorgan; and
WHEREAS, on June 7, 2023, the City replaced the Letter of Credit with a liquidity facility provided by BMO Bank N.A. (formerly known as BMO Harris Bank N.A.) (the “Liquidity Provider”), under a Standby Certificate Purchase Agreement (the “Standby Certificate Purchase Agreement”), among the Liquidity Provider, the City, and the Authority; and
WHEREAS, in connection with the Standby Certificate Purchase Agreement, the City, the Authority and the Liquidity Provider entered into a Fee Letter Agreement; and
WHEREAS, the Standby Certificate Purchase Agreement has a stated expiration date of June 8, 2026; and
WHEREAS, prior to the expiration date thereof, the City wishes to extend the Standby Certificate Purchase Agreement; and
WHEREAS, in connection with the extension of the Standby Certificate Purchase Agreement, the City, the Authority and the Liquidity Provider will enter into an Amendment No. 1 to Standby Certificate Purchase Agreement (the “Standby Certificate Purchase Agreement Amendment”) and related Amended and Restated Fee Letter Agreement (the “Amended and Restated Fee Letter”), and
WHEREAS, in connection with the extension of the Standby Certificate Purchase Agreement, the City and the Authority will prepare a supplement to the #19..
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Remarketing Memorandum for the 2008 Certificates describing certain material information regarding the Liquidity Provider and the Standby Certificate Purchase Agreement (as amended by the Standby Certificate Purchase Agreement Amendment) (the “Supplement to Remarketing Memorandum”), and WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the transactions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such transactions for the purpose, in the manner and upon the terms herein provided.

NOW, THEREFORE, BE IT RESOLVED by the Commission of the Authority, as follows:

Section 2. Approval of the Standby Certificate Purchase Agreement Amendment and Amended and Restated Fee Letter. The Standby Certificate Purchase Agreement Amendment and Amended and Restated Fee Letter, proposed to be executed and entered into by and among the Authority, the City and the Liquidity Provider, in the forms presented at this meeting and on file with #19..
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the Secretary of the Authority, are hereby approved, and each of the Chairperson, Vice Chairperson, Executive Director, and Auditor and Treasurer of the Authority (each, a “Authorized Officer”), acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Standby Certificate Purchase Agreement Amendment and the Amended and Restated Fee Letter in substantially said forms, with such changes therein as such officer executing the Standby Certificate Purchase Agreement Amendment and the Amended and Restated Fee Letter may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 3. Approval of the Supplement to Remarketing Memorandum.

The Supplement to Remarketing Memorandum, proposed to be executed and delivered by the City and the Authority, in the form presented at this meeting and on file with the Secretary of the Authority, is hereby approved, and each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Supplement to Remarketing Memorandum in substantially said form, with such changes therein as such officer executing the Supplement to Remarketing Memorandum may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 4. Attestations. The Secretary of the Authority is hereby authorized and directed to attest the signatures of each Authorized Officer in connection with the documents approved by this Resolution. #19..
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Section 5. Other Actions. Each Authorized Officer is hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or desirable in order to consummate the transactions authorized hereby and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Standby Certificate Purchase Agreement Amendment, the Amended and Restated Fee Letter and the Supplement to Remarketing Memorandum, and all such actions heretofore taken by such officers are hereby ratified, confirmed and approved.

Section 6. Effective Date. This Resolution shall take effect immediately upon its passage.
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The foregoing resolution was introduced at a regular meeting of the Modesto Public Financing Authority held on the 5th day of May, 2026, by Authority Member ______, who moved its adoption, which motion being duly seconded by Authority Member ________, was upon roll call carried and the resolution adopted by the following vote:

AYES: Authority Boardmembers:

NOES: Authority Boardmembers:

ABSENT: Authority Boardmembers:

ATTEST: _______________________

DIANE NAYARES-PEREZ,
Secretary
(SEAL)
APPROVED AS TO FORM:

BY: ________________________
JOSE M. SANCHEZ,
Authority Counsel
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

May 5, 2026
Date: April 23, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Stephan Christensen, Office of Performance Management and Budget Director
SUBJECT: Fiscal Year 2026-27 Mayor’s Final Budget Modifications Message CONTACT: Steve Christensen, Office of Performance Management and Budget Director, [email protected], 209-577-5390
DESCRIPTION:

Consider receiving Mayor Sue Zwahlen’s Fiscal Year 2026-27 Final Budget Modifications Message per Charter Section 1303 for the Fiscal Year 2026-27 budget year. (Funding Source: All City Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2025-2026 Strategic Plan focus on Governance and Service Delivery under Goal H: Achieve Long-Term Financial Sustainability.

BACKGROUND:

According to the City of Modesto’s Charter, there are specific steps to adopt a Final Budget. Initial steps include the compilation and review of the City Manager’s Draft Budget. The Draft Budget is then submitted to the City Council’s Finance Committee for review at the Committee’s public budget workshops. These workshops occurred on April 20th and April 21st, 2026. The City Manager’s Draft Budget totals approximately $674.9 million in operating expenditures, of which, $215.6 million is in the General Fund and $50.9 million is in the Measure H Sales Tax Fund. The public received notice of these workshops through the City’s website, social media, and agenda postings from the City Clerk’s Office.
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City Council, May 5, 2025
Fiscal Year 2026-27 Mayor’s Final Budget Modifications Message

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In accordance with Section 1303 of the City of Modesto Charter, the Mayor is to prepare and deliver final modifications, if any, to the Draft Budget at least forty-five (45) days prior to the new fiscal year.

DISCUSSION:

Per the City Charter, Section 1303, the Mayor is required to provide the City Council with her final budget modifications, if any, to the fiscal year budget that is being proposed for adoption. For the Fiscal Year 2026-27 Operating, Capital Improvement and Multi-Year Budget, Mayor Zwahlen is not proposing any budget modifications to the budget that was presented to the Finance Committee during the budget workshops that took place during the week of April 20, 2026. The Mayor has prepared her Final Budget Modification Message letter, attached to this agenda report, and has provided it to the City Council via email which satisfies the City Charter requirement.

FISCAL IMPACT:

As the Mayor has made no additional budget modifications in her Fiscal Year 2026-27 Mayor’s Final Budget Modifications Message, there is no fiscal impact per the acceptance of the message.

CEQA/NEPA REQUIREMENTS:

This item does not constitute a “project” within the meaning of California Environmental Quality Act (CEQA) Guidelines Section 15378 and requires no environmental review.

COMMITTEE RECOMMENDATION:

The Finance Committee considered the Draft Budget at its budget hearings, which completes the Committee review step in the budget adoption process. Modesto City Charter Section 1303 requires that “at least 45 days prior to the new fiscal year, the Mayor shall prepare and deliver to the Council the Mayor’s Final Budget Modifications on the draft budget.” This item satisfies that requirement.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Motion receiving Mayor Sue Zwahlen’s Fiscal Year 2026-27 Final Budget Modifications Message per Charter Section 1303 for the Fiscal Year 2026-27 budget year.

Approved by:

Steve Christensen, Office of Performance
Management and Budget Director
Joseph P. Lopez, City Manager
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City Council, May 5, 2025
Fiscal Year 2026-27 Mayor’s Final Budget Modifications Message

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Attachments:

1. Fiscal Year 2026-27 Mayor’s Final Budget Modifications Message #20..
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Modesto City CouncilMay 5, 2026

Modesto City Council
May 5, 2026