Redding City Council
October 7, 2025

WH R AS,

1. The 5tate Water Board is authorized to pro ide funding under this Agreement pursuant to the following:

Propositian 1 5ma11 Community Grants and Drin€cing Water- Section 79720-79725 of the Water Cade ( Prop 1)

2. The State Water Soard determines eligibility far financial assistance, determines a reasonable sc edule for praviding financial assistance, establishes com liance with the Prop 1, and esfablishes the terms and conditians of a funding agreement.

3. The Recipient has applied to the State Water Board for funding for tf e Project described in Exhibit A of this Agreement and the State Water Board has selected the appl cation far funding through a competiti e process.

4. Th Stat Water Board praposes to assist i f ndir g
the costs of the Project, nd the Recipient
desires to participate as a recipient of financial ass€stance fram he State Water Baard, upon the terms and conditEons set forth in this Agreament, all pursuant to Prop 1; NOW, THEREFOR, in consideration of th premises, mutual represer tations, covenants and agreemenfs in this Agreement, the State Water Board and the Recipient, ach binding itself, its successors and assigns, do mutual] y prom€se, covenanf, and agree as follows:

1. Defnitions.
lJnless otherwise specified, each capitalized term used in this Agreement has the fol[owing meaning:

Agreement" means this Grant, including ali e ibits and attachments hereto.

Authoriz d Representative" means the duly appninted represe tative of the Recipient as set forth in t e certified ariginal of the Recipient' s authorizing. resolution that designates the aufhorized representative by title.

Days" means calendar days unless otherwise express[ y indicated.

Disbursement Perind" m ans the period uring which Pro ect Funds may be disbursed, .

Division" means the Division af F'inarscial Assistance o€ the Stafe Water Board or any other segment of the State Water Board authorized to administer the funding pragram( s) set forth in Section 1.

Eligible 5tart Date" means tY e date set forth in Exhibi# B, establishing the date on or after which Proj ct Costs may be incurr d and eligible for reimbursement hereund r.

Fina1 Disburs ment Request Date" means# he da e estab[ ished in xhibit B, af er which date, no fur h r Project Funds disbursemertts may be requested.

Fiscaf Year" means fhe p rind o fwelve( 12} months terminating on June 30 of any year.

Force Accounf" means the use of the Recipienf' s own employees or resources far the Project.

GAAP" means generally accepted accounting principles, as is.su d by the Govemmental Accounting 5tandards Board.

Packet Pg. 333 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) i
University Enterprises, lnc.

Agreement f o. D 612806
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Grant Manager" means the person designated by the State Water Board to manage performance of he Agreement. The Grant Manager is set forth in Section 2 of this agreement.

Indirect Gosts" means those casfs that are incurred far a common orjoint purpose benefiting more t€an one cost abjective and are not readily assignable to the Projecf ( i. e., costs that are nnt directly related Eo the Project).

Party Cnntact" m ans, for the Recipient, the Authorized Representat€ve of the Recipienf or any designee of the Authorized Representative, and, far the State Water Board, # he Grant Manager, . or the Program Analyst.

Policy" means the Praposifian 1 Technical Assistance Funding Plan, as amsnded from time ta time. roject" means the Project as c€escribed in Exhibi.t A and in the documents incorporated y reference. roject Com letion" means, as determined by the DivisEon, fhat the Project is com lefe to the reasanable satisfaction af the Division and is the last date on which Project Costs may be incurred. Work occurring af er Project Campletion is nat eligible for reimbursement under this Agr ement.

Project Costs" means the incurred costs of the Recipienf wh9ch are eligibfe under this Agreement, which are allowable costs as defined u der fhe Palicy, and whici are reasonable, necessary and allacable by the Rec pient to the Project under GAAP.

F' roject Director" means an empinyee of the Recipient designated by the Authorized Representative to be responsible for the ov rall management of the administrative and technical as ects of the executed Agreement. 7he Praject Dis-ector is set forth in S ctign 2 f this Agreement.

Project Funds" means unds d9sbursed by the 5tate Water Board to the Recipient for purposes af this Agreement.

Recipien° means Uni ersity Enf rprises, Inc.

Regional Water Quality Control Board" or" Regional Wafer Board" means the appropriate Regional Water Quality Control Bo rd.

State" means State af Califarnia,
State Water Board" rneans the Stat Water Resourcas Control Board, an adrrtinistrati e and regulatory agency of the State of Cafifornia.

Technical Assistance Recipient" means the small disadvantaged camrnunity or cornmunities iden#ified in the Work Plan( s),
Work Completion° means the Recipient' s submit#al of all work set forth under Exhibit A for review and appro al by fhe Division. The Di isior may require corrective work ta be perfiormed prior to Project Completion.

Work Completion ate" means the date set forth in Exhibit A that is the last dafe on which all work ar submittals in Exhibit A must be achieved.

Year" means calendar year ur less o herwise expressly indicated.

Packet Pg. 334 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) I'
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University Enterprises, Inc.

Agreement No. D1612$ 06

Z. Party Contacts.
7he Party Contacts during the term nf this Agreement are:

StatE Water Board Recipient
Section: O ce of Sustainabfe Water Solutions
Name: Diana Conkle, Grant Mana er Name: Monica Kau inen, Pro ect Direcfar Addresa: 1001 I street Address: 6fl40 J Street,
Baokstore Buildin , Suite 3400
Cit , State,. Zi : Sacramento, CA, 95814 Cit , State, Zi : Sacramenta, CA, 95819- 61 1 P one; 916 341- 5660 Phone: 916 278- 7380
ax: 916 341- 5707 Fax: 916 278- 4886
mail: Diana. Conkle@waterboard. ca. gov Emai[: mkauppinen@cs s. adu The Recipient may change its Proj ct Director upon written notice to the Grant Manager, which notice sha11 be accompanied by authorization from the Recipient' s Au horized Representative. The State Water Board wifl notify the Project birector of any changes to its Party Contacts.

3., Exhibits and Appendices Incorporated.

The following exhibifs and appendices to t is Agreemenf, including any amendments and suppfements h ereto, are hereby incorporated herein and made a part of this Agreement:

EXF{ 1B17A— SCOPE OF WORK
EXH BI7— F' UiVD] iVG PROVI510NS
EXHlB1T C-- STANDARD TERMS AND CONDITIONS
EXHEB] T D— SPECIAL CONDITlONS

4. Recipient Representations and Commitments,
The R ci ient represents, rNarrants, and commits to tY e foliowing as of the date signed by the Recipient and continuing thereafter for the terrr of the Agreement:
a} General Commitments. l"he Recipient accepts and agrees to comply with all terms, provisions, conditions, and commitments of this Agreement, incfuding all incorporated docum nts, and ta ful l[ all assurances, declarations, representations, and cammitments made by the Recipient in its app[ icatian, accompanying documents, and carrimunications fifed ir support af its request far financial assistance and throughaut the term of this Agreement. b) Autharization and Validity, The execut€on and delivery of this Agreement, including all incorporated docurrtents, has been duly authorzz d, This Agreement co stitutes a valid and binding obligation of the Recipient, enforceable in accordance with its terms, except as such nforcement may be limited by law.
c) No Violat€ons. The ex cutinn, delivery, and performance by Recipient ofthis Agreemer t, including alf incarporafed docum nts, do not violate any provision nf any law ar regulation in effect as of the date set forth on the first page hereof, or result in any breach ar defaul# under any contract, n ligation, indenture, ar other instrument to which Recipient is a party or by which Recipient is bound as af the daEe set forth on the first page hereof. d) No Litigation. There are no pending or, to Recipien' s Cnowledge, threakened actions, clairns, investigations, suits, or proceedings before any governmental autharity, court, or adminiskrativa agency which affect the fir ancial condi#ion or o erations of the Recipient andlor the Rroject.

E
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Packet Pg. 335 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) Llniversity nterprises, Inc.

Agreement No. Di612806

e) Solvency. fon of the transactions cantemplated by this Agreement will b or have besn made with an actual intenf to hinder, delay, or defraud any present or future creditars of Recipient. As of the date set# orth on the first page herenf, Reci ient is solvent and wi[I not be rendered insolvent by the transactions cantemp[atad by this Agreement. Recipient is able to pay its debts as they became due.
fl l.egal Status and Elig.ibility, Recipient is duly organiz d and existir g and in good standing under the laws of the State of Ca€ifornia, an will remain sa during the t rm of this Agreemer t.

Rec9pient shall at all times rr aintair its current legal existence and preserve and keep in full# orce and effect its fegal rights and authority. Recipient shall maintain its eligibility for funding under this Agreement for the term of fhis Agre ment.
g} Good Standing. The Recipient is currently in compliance with the state r quirements set forth in Exhibit C. Within the pr ceding ten years, the Recipient has no failed to demonstrafe compliance with pre iaus stafe audit disallowances.
h} Insurance. Recipient maintains sufficient insurance coverage cansidering the scape of ihis Agree ent, including, far example, but not necessarily limited ta, Genera! L9ability, Autamobile Liability, Worker' s Comper sation and Employer' s Liability, Professior al Liability.

5. Project Campletion.

The Recipient shall expedifiously proceed wiYh an complete the Project in accordance with #his Agreement,

8. I ot9ce.
a) he Recipient shall nofify the Division in writing within five( 5) working days of the occurrence of the fnllowing:
1) Bank uptcy, insoi ency, receivership or similar event of the Recipient; 2) Actians taken pursuant to state law in anticipatior of filing for ankruptcy; b) 7he Recipient shall nntify the Divisian within 1Q warking days of#he f llowing 1) Any litigafior pending or threatened against Recipient regarding its continued existence, consideration o# dissolution, or disincorporation;
c) The Recipient shall natify the Division promptly of the follnwing:
1} Any proposed change in scope of t e Praject. Most changes wilE require an amendment to this Agreement;
2) Cessation of work on t e Project where such cessafion of wnrk is expected ta or daes extend for a period of thirty( 30) days or mare;
3) Any circumstance, combination of circumstanc s, or condition, which is expected ta or does delay Work Campletian for a periad of ninety( 90) days or more beyond the estimated date previously provided to fhe Division;
Any mnnitoring activities such that the Stafe Wat r Board andlor Regional Water Quality Control Board staff may observe and documenf suct activities; Packet Pg. 336 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) i
University Enterprises, ] nc.

Agre ment fo. 1612806
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5) Any public or media event publicizing the accomplishments and/ or results of this Agreement and p o ide the opportunity for attendance and articipation by state representatives with at least t n ( 0) working days' notice fo the Divis€on; or 6} Work Completion, and Project Campletion.

7. No Qbligation of ths State; State Budget Act Contingency.

Any abligation of the State Water Board herein contained shall nat be an abfigation, debt, or liability of the Sfafe and any such obliga#ion shall be ayab e salely out of the moneys apprapriated by the 5#ate Legislature ta the 5tate Water Board firom the special fund associated with this Agreemant.

If the B dget Act of the current year andlar any subseguent years covered under this Agreement daes nat appro riate sufficient funds for the program, this Agr ement shall be of no force and effect. " his pra ision sF all he construed as a condition precedent to the obligation of the State Water Board t make any payments under this Agreers ent. In this event,. the Sta e shall have no fiability to pay any funds whatsoe er to Recipient or to furnish any ot€ er consideratians under t is Agreement and Recipient shall not be obligat d to perForm any provisions of Ehis Agreement. Notl ing in this Agreement shall be construed to provide the Recipient wiEh a right of priority# or payment aver any other recipient. f tY is Agreement' s funding for any' iscal Year[ s reduced ar defeted by the Budget Ac#, by Executive Order, ar by arder of the Department of Finance, the State shall ha e the option to either cancel this Agreement with no liability accurring to the State, or offer an Agreer ient amendment to khe Recipient to reflect the reduced amounE.
3 Packet Pg. 337 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) tniv rsit. nter ris s, I.

Agreern nt No. C' 16 2846 R g 7 t 28
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Packet Pg. 338 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) i
University Enterprises, Inc.

Agreemenf No. 1692806

EXHIBfTA— SCOPE OF WORK
A. 1 Completion pates..

The Wark Completion Date is established as August 31, 2019. The Recipient si all deliver any request for e} ctensian of the Work Completion date no less than 9 days prior to the Work Completion ate. The Di ision will not unreasonal ly deny such a timely request, b at the Di ision may d ny requests received after this time.

A. 2 Purpose.

T is grant is for the benefit af the Recipient. This grant is for the b nefit oftihe Technicaf Assistance ecipient identified in the Work Plan or Wo k P[ ans. lts purpose is for t e provisian of technical assistance ta smail disad antaged communities to develop, fund, and implemen their capital improvemen# prajects.

A. 3 5cape of Wark.

The R cipient agr es to do the following:

The Division accepts requests for techn': cal assistance on a confinuous bas[ s.. The Division may refer eligible assistance requests ( ARs) to the Recipienf. After accepting an AR, the Recipi nt wil{ deterr in what specific assistance it pians ta provide and wiU submit a technical assistance Work Plan with esticnated deliverables and du dates for Divisiqn app.ro al, i"he technical assistance proposed in a given Work Plan shall be consistent with the general# echnica] assistance tasks ou lined below, and the grantee shali implement technical assistance consistent with Divisiort- approved work plans, or amendments thereto, including timely submiftal nf deliverabies within the a proved Work Plan budget. ach appro ed Work Plan shall constitute an amendment to fhis Agreemerst and must be signed and dated by the Deputy Director of the Division or designee and the Authorized Representative, Prnj ct Directar, or designee to be effective.
a) 5coping: he purpose of this tasK is to define the project and prepare a work plan. 1} Characterize challenges and pofential solutians
Z} Conduct kickoff mseting to discuss path forward
3) Prepare project work pfan
b) Pre- Planning: The purpose of this task is to determine wh ther to cansolidate or impro e the water andlor wa5tewater system( s).
1} Conduct Community Outreach
a. Preparelim lemenf outreach strategy
b. Assess community infierest in the projec#
c. Conductldocument community meetings
d. Prepareldistribute communication materiais
e. Canduct pre- project socio- economic assessm nt to establish baseline 2} Conduct a Median Housel ol [ ncorne ( MHI) 5urvey
Packet Pg. 339 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) Uni ersity nterprises, Inc.

Agreement No. C31612806

3) Evafuate Consnlidation Feasibility
a. Identify pntential facilities within a fiv- mil radius b. Initiate contacf with candidate facility owners
c. Conduct cost- benefit ana[ysis of consolidation constr ction d, E aluate organization of restrt ctured water andlor wastewater system{ s) e, Prepare preliminary agr ements to participat in facility consolidation f. valuate and docurrtenk Laca Agency Formation Commission ( LAFCO) requirements g. Evaluafe governance options
h. acilitate decision- making process
i. Prepare consolidation commltm nts ( e. g. board resolution} j. Assist with forrnation of new entity
A) Conduct Technical, Managerial, and Financial Ass ssment and Assistance a. E aluate whether water quality meets regula# ary fimits ( either through review of existing data or thro gh sampling and analysis)
b. De elo or update policy manual
c. Develop or updat financia! policy
d. Develop or update hudget and projectslcapital impro ment and asset mar agement pians
e. De elop or updat op rations and maintenanc plans
f, Determine scope and budge# for Ianning
g, Assist in preparing Drinking Water State Revolving Fund ( DWSRF) andlor Cfean Water State Reval ing Fund ( CWSRF) plannir g financing application h. Pro ide grantlfunding administratian
i, Assist in procurement of prof ssional s rvices
c) Pfanning; The purpose of t is task is to conduct or review studies and prepare or re iew conceptual, pre-, and nal designs far the water and/ or was ewafer syst m impravements, ConductCommunity0utreach
a. fmpler- r entoutreach strategy
b. Conductldocum nt carnmunity meetings
c. Prepareldistribute communicafian materials
Packet Pg. 340 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, ] nc.

Agreement Na. D1612806

2} Conduct etail d E afuatian of Drinking Water Source, and Treatment ar d Distribution 5ystems
a. Water quality( raw sup ly and distribuiion system)
i. Conduct hydrageo ogic and geotecf nical evaluatians, as appropriate b. Capacity( supply, treatment and storage}
i. Conduct hydrogeofog[c and geotecF nical evafuations, as appropriate c. Leak detection and water audits
d. Condifian assessmentlexpected facility life
e. Er ergy uselefficiency
3) Identify Needed Water System ] mprav ments
a. Additional source water( surface, ground or recycl d) b. Facilities needing etrafitting ( source, treatment, storage, distribution) c. Facilit' ses needing replacement ( source, treatment, starage, distributinn) d. Newfacilities ( source, treatrrzant, sfiorage, diskribution) e. Identify and e a[ uate alternative solutions— consider non- cosf and cost enefits and recommend solution( s)
4) Canduct a Detailed Evaluation of Wasfewater System
a. Wastewater quality( pre- and post- treatment)
b, Capacity( collectian, treatment and disposal)
i. Cnnduct hydrogeologic and geotechnical evaluatians, as appropriate c. Septic to sewer con ersions
d. Leak detection
e. Condition assessmantlexpected facility life
f. Energy uselefficiency
5) Ider tify Ne ded Wastewater 5ystem Improvements
a. Facilities needing retrofi ting ( collection, treatment and disposal} b. Facilit es n ding replacement ( coflectinn, treatment and disposal) c. New facilities ( collection, treakment and disposal) i
Packet Pg. 341 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) E
University En# er rises, Inc.

Agreement No. b16128Q6

d, Identify and e.valua e alternative solutions— consider n n- cost and cost benefts and recomrrtend solution
6) Provide Environmental Services
a. fdentify strategy to meet environmental requirerr ents ( e. g. CEQA, other} b. Prepare permit applications and reporis ( e. g. domestic water suppEy permit, Report of Waste ischarge, tc.)
7) Provide Design or Design Review Services
a. Conceptual ( 10%) design, cost estimafe, and delivery method ( e. g. conventional or designl6uild) for selected so[ ution
i. Water supply( e. g. we fs or other)
ii. Water treatment .
iii. Water distributian
i. Wastewater coll ction
v. Wastewater treaEment
vi. EfFluent dispasal
b, Pi[at studies
i. Waier supply( e. g. we fs ar o# her)
ii. Water treatment
iii. Wastewater treatmer t
iv. Effluent disposal
c. Preliminary( 30%} design { including er gineer' s estimate and supparting drawings, as apprnpriate)
i. Wat r supply( e. g. wells or other)
ii. Water treatment
iii. Water distribution
iv. Wastewater collection
v. Wastewater treatrs ent
vi. Effluent disposal
d. Detailed (' OQ%) design ( including detailed engir eer' s estimate and plans and specifications, as appro ria e)
i
Packet Pg. 342 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) I
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E niv rsity Enterprises, Inc,
Agreernent No. D1512806

i. Water supply( e. g. welis ar other)
ii. Water treatment
iii. Water distribution
iv. Wasfewater collectior
v, Wastewater treatment
vi. Effluent disposa!
8) Provide Management Support
a. Pr pare Request for Aroposal RFP) for detailed designer( s) or contractor( s) { depending on delivery method)
b. P ovide support during bidding
Answer questions durir g the bid period and prepare addenda ii. Evaluate. bids and make recommendation to award
c. Conduct rate s#udy
d. Suppor Proposition 2'! 8 compliance
e. Prepare relevant se vice, management, operating, or joint powers agreement( s) f. Prepare consolidatian agr ement( s)
g. Assist in preparing a DWSR' or CWSRF construction funding application h. Prepare resolutinns, CAI'tl C tI031S, and [ egal opinions d) Co struc#ion: 7he purpose of this task is to oversee construction and cammissioning of wafer system improvements.
1) Conduct Community Outreach
a. lmp[ement outreach strat gy
b, Gonductldacumen# commun ty meetings
c. Prepareld9stribut communication materials
d. Prepare post- projeck sacio- ecanomie assessment
2) Provide 7echnical 5upport
a. Conduct periodic inspections
b. Answer cantra tor requests for information
c. Review contractor construction schadule
Packet Pg. 343 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) i
Uni ersity nterprises, Inc.

Agreement No. D1G12806

d. Review equipment technical submittals
e. Prepare construction change orders
f. Review contractor pay requests and receive certEfed payrolls g. Recei e certificatlons of proper installation
h. Review materials an perFormance testing
i. Schedule operator training by contractor
j. Monitor facility start- up
K. Coordinate completian of record drawings for facilities and locations 3) Provide Managerial Support
a. Updafie aperations and ma9nfenance documentation, as appropriate b. Pro ide training
c. P rForm contract claseout
d. Manage warranty ser ices
e. Prepare emergency response plan
4) F' ravide Financ[al Managemen Support
a. Assist in funding adminisfratian
Related t chnical assistance tasks not specifically listed abava, but consistent with the general scope and types of technical assistanc described above rnay be included in a technical assistance Work Pian subject to Division appro al.

A. 4 Reporting.
a) Progress Reports. The Recipien# shal! submit quarterly rogress reports to the Grant Manager within thirty( 3d) days follawing tJ e end of the calendar quarter( March, June, 5 pt mb r, and December). Progress Repor s shall provide a.brief description of activities that have occurred, miles ones achieved, rnonitoring results { if applicable), and any problems encountered in the perFormance of the work under this A reement during the ap licable reporting period. Reporting s all be required even if no grant related acti ikies occurred during the repor ing periad. The Recipient shal] docum nt al[ activfEies and expenditures in progrsss reports, including work pe Farmed l y contractors. Pragress reports must be signed by the Authorized Repr sentative, Project Director, or designee.
b} As Needed lnformation or Reports. The Recipienk agrees to provide expeditiously, during the term of this Agreement, such reports, dafa, and information as may be reasonably required by the G] ivision, including buf not limited to maferial necessary or appropriate for evaluation of the funding program or to fulfill any reporfir g requirements of the state or federal gavernment. i
Packet Pg. 344 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

Agreement lo. D16 28a6
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c) Final Project Summary. At the conclus on af the Project, the Recip ent must submit a draft Finaf F' roject Summary to the Grant Manager for revlaw and approval. The draf Final Project 5ummary shall con#ain a rie# summary ofthe Project, including accompfishm n#s, b fore arsd after pictures, as appropriate. The draft Final Project 5ummary shall be in a format provided by the Grant Manag r. Folfowing comments from the Grant Manager, the Recipient shall submit the revised Fir al Project Summary for re iew and approval and shall upload an ele ctronic cnpy of the fnal Project Summary to the FAAST systerr.

Packet Pg. 345 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) E
Uni ersity nterprises, Inc.

Agreement No. D1612806

EXHIBIT B— FtJNDIiVG i' ROVISIONS

6. 1 Project. Funding.
5ubject fo the# erms of this Agreement, the State Water Baard agrees to provide Project F' unds as a grant in fhe amount of u to seven million ar d no cents($ 7, OQ0, 004), B. 2 Estimated Reasonable roject Cost.

The es#imated reasonabfe cost of the total Project is seven mi[ lion and no cen#s ($ 7, ODO, Q00}.

B. 3 Funding Dates.
a) The Efigjble Start Dafe is 5eptember 1, 2096. OtF erwise efigibl costs incurred prior ta this date will nat be reimbursed, unfess otherwise specifiied in Exhi it p. b) The Final Disbursement Request Date is November 30, 2 19. T€ e Deputy Director of the Division may ex end this date for good cause. E ensions may require an amendment ta this Agreemant.

All dis ursement requests must be submitted to the Division such that they are received prior to this date. Late disbursemenf requests will not be honared and remainir g amounts will be deobligated.
c) The# erm of this agreement is from the 5tart Date on the cover age of this Agreement to the End Date of August 31, 2055.

B. F Budget Summary.

LINE I7 M PROJECT FUNDS
O`CAL COSTS
GRAN7)
PersonnellS ecificStaff 1, 422, 997 1, 422, 997
Expenses and Su lies 78, 127 78, 27
S ecia! Pu ose ui ment > 5, OQ0 0 0-
Travef 117, 864 7, 864
Professional and Consultant Services 4, 10d, QOfl 4, 100, 000 Indirect Costs 1, 281, 12 1, 2$ 1, p12
T TAL. 7, 400, QD0 7, 000, 000
B. 5 Budget Flexibifity.
a) 5ubject to the prior review and approval of the Grant Manager, adjustments between existing line item( s) may be used to defray allowabie direct costs up to ffteen percent ( 15%} of the total ambunt, incfudir g any amendment( s) thereto. Line item adjustrr3er ts in excess of ffteen percent 15%) require an Agreem nt amendment,
b) The Recipient may submit a request tor an adjustment in writing to the Grant Manager. 5uch adjustm nt may not increase or decr ase the total grant amount. The R cipient shall submit a co y of the or ginal Agreement Budget sheet re#lacting the requested changes and shall note proposed changes by striking out the original amaunt( s) followed with proposed change( s) in bold and underlined. Budget adjustments dele#ing a bud et line item nr adding a new budget line item shall require a formal am ndm nt. The Di ision may alsa pro ose budget adjustments. c) The sum of adjusfed fine ifems shall nat exceed the total budget amount. i
Packet Pg. 346 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

Agreement No. R9612806

B. 6 Disbursement of Praject Funds; Availability of Project Funds, a) The State Water Board' s obligation to disburse Project Funds is contingent upon the availabil€ty of sufficient funds to permit the disbursements provided far hereir. [ f sufficient fiunds are not available for any reason, including but not limited to failure af the State go ernment ta appropriate funds necessary for disbursement of i' roject Funds, the State Water Board shall not be obligated to make any disbursemer ts to the Recipient under fhis Agreement. This prov9sion shall be construed as a condition precederot to the obligation of the Sfat Water Board to make any disbursements under fhis Agreement. iVothing in this Agreement shall be construed to provide the Recipient with a rEght of priority for disbursement over any other recipient. If any disbu sements due tha. Recipienk under this Agr ement are deferr d because su€fci nt funds ara una ailable, it is the inten# ion of fhe State Water Board thaf such disburserr ent will be made to the Recipient when suffcient funds do become available, but this intentian is not binding. If this Agreement' s fundir g for any fiscal year is r duced or deleted by the Budget Act, by Executi e Order, or by order of the Depa tmenf of Fina ce, the State shall ave the option to eithar cancel this Agre rnent with no liability occurring to the Stafe, or offer an amendment to khe Recipient to reflect the reduced amount.
b) Except as may be ofiherwise provided in this Agreement, disbursement of Project Funds will be made as fol] ows:
1) Upon execution and deGvery af this Agreement, the Recipient may request disbursement for eligible Project Casts as specified in this Exhib' sf fram he Project Funds through submission to the State Water Board of d isbursement requests using ti e disbursement requesf form pro ided by fhe Grant Manager.
2) isbursement requests shall contain t e following information:
a. he date of# he request;
b. The time period covered by the request, i. e., the term " from° and "to"; c. The total amount requ sted;
d. D.ocumenta# ion of riatch
e. Origina4 signa# ure and date( in ink) of Recipient' s Aut orized Representati e; and, f. The Final Disbursement Request shall be cleariy marked " FINAL DISBURSEM VT REQUEST" and shall be submitted NO ATER THAN
Navem er 3, 2a19.
3) Reques s must be i emized based on the line items specified in the budget in this Exhibit.

Requests must be sigr ed by the Autharized Represen#ative, Project Rirector, or designee and must be addressed to the Grant Manager as set forth in th Par#y Co tacts section of this Agreem nt, Requ sts for disbursement aubmitted in any ofher format than the one provided by the Stake Water Board will cause a request for disbursement to be disputed. In fhe event of such a disput, t e Grant Manager will notify the Recipien. Paymsnt will not be made until the disp te is resolved and a carrected request submitted. The Grant Manager has the responsibif ty for appro ing requests for disbursement. Requesfis must be compl t:
and executed by t e Recipient: Praject Casts incurred prinr to the Eligible Start ate of this Agreem r t wil] not be funded.
4) Project Funds must e requested at least quar erfy, not more tY an mbnthly, far eligible costs incurred during the reporting period of the corresponding Progress Repnrt, dascribing the acfi ities and expenditures for which the dis ursement is being requested.

Packet Pg. 347 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) i
University Enterprises, Inc.

Agreement Na. D1612806

5) T e Recipient agrees that it will not request disbursement for any Projec# Cost until such cos has been incurred and is currently d e and payable by the Recipient, although the actual payment of such cost by tha Recipient is not required as a candition of disbursement request, S pporting documentation ( e. g., receipts} must be submitted with each dis ursement request. isbursement of Project Funds wi l be made only after receipt of a complete, adequately sup orted, properly documented, and accurately addressed disbursement request.
6) The Recipient may request reimbursem nt far ackual ( not budgeted) indirect cosfs, This may include reasonable cast af items necessary for fhe implemeniation and management of the Project, such as: re t, utilities ( gas electric, water, sewer trash, infernet, etc.), janitorial services, reasanable maintenance and repairs, pest control, landscaping, equi men# workstatian, fax machines, compu# ers, printers, copiers, postage machines, servers, data storage), office suppfies ( paper clips, staples, paper, etc.), printing, shipping, sl redding, postage, caurier se vice; tel phon, docurn nt storage, insurance ( general liability, professional liability, work rs compensation ( if not already reflected as part of fringe), and support staff( such as procurerr:ent services, accounting, information technology, human resources, trainin. g and staff developrnent}.

Any casts ineligible far reimbursemer t thraugh this Agreernent should be excluded priar to requesting reimbursement. Examples nf in] igihle costs include: p.atents or copyrights, ank fees or ser ice charges,. fiaxas, ( icenses, intarest, existing indebtadness, amortization, depreciation, [ asses, damages or settlements, fines or penalties, fees refatad to incorporation, costs relat d to establishment or reorganization, ir surance de uctibles, lobbying, legal defense or prasecutian costs, fitigation, ad ertising, contributions ta other nonprofits or e ents, public relations, marketing, employee appreciation, scholarships ar tuition fees, employas relocatior, con# erence attendance, subscriptions or publication fees, membership dues, entertainment, meals, refreshments, alcoholic beverages decorations, childcare or stipends for meeting participants, profit or markup by the grantee, contractor or subcontractor markup fees, auto insurance ( state mileage rates already include compensation for such costs), travef costs non cansis,tent with State tra el policies, miscellaneous costs, cont[ ngencies, other costs deemed f y Grant Manager t be unreasonable, excessive, inappropriate or not related to# he purposes of the grant.

It is# he Recipient' s responsibifity to verify that ineligib[ e costs are not cfaimed, and to maintain backup documentation and source documents to support indirect cosi accoun.ting, All such documentation must be availabfe. in the case of an audit, No cos s in oiced as par of indirect costs should be include elsewhere as a irect cost. Fringe should be incfuded in personnel.
7) The R cipi nt will not seek reim ursement of any Project Casts that have been reimbursed from other funding sources.
8} Recipient shafl spend Project Funds within 30 days of receipt, Any interest earned an Project Funds shall be repor ed to th State Wat r Board and will eiti er be required to be Ceturned to t1 e Stafe Water Board ar deducted from future disbursements. In the event that the Recipienfi fails to disburse Project Funds# o contractors or vendors witf in thirty( 30} days from receipt of the funds, th Recipient shall imme iately return such# nds to the State Wat r Baard. Ir te- est shalI accrue on such funds from he date of disbursement th ough tY e date of ma[ling ot funds to the State Water Board. If the Recipient held such €unds in interest- bearing accounts, any interest earned on the€ unds shall also be due to t e Stata Water Board.

Packet Pg. 348 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) Uni ersity Enterprises, Inc.

Agreement Na. b16 2806

9) Recipient shafl req esf its final disbursement no later than the Final Disbursement Request date specified herein unless prior approval is granted by th Divisior. If#he Recipient fails to da so, then tl e undisbursed balance af this Agresment will be deobligated. 90) The Recipient agrees that if wifl not requsst a d'€sbursement unless that cost is allowable, reasonable, and allacabfe.
1) Notwithstanding any ofher provision of this Agreement, no disbursement shall be req ired at any#ime or in any mannsr that is in violation of or in conflict with federal or state laws, policies, or regulations.
12)The Recipient agrees that it sha l not be enfitled tn interest earned on undisbu sed Project Funds.
13} Any reimbursement for necessary travel and per diem shall be at rates not tn exc ed those set by the California Department of Human Resources. These rates may be found at http: llwwuv. caIhr. ca. qavlemplayeeslPagesltravel- reimburserr er ts. as x. Reimbursemer t will be at the 5tate tra el and per diem arriounts that are current as of the date costs are incurred by# he Recipient. No travel outside the State of Cafifornia shal[ be reimbursed unless prior written authorization is obtained from the Grant Manag r. 14) T e Recip9ent must include any nther do uments or requests required or allawed under this' Agreemen. t.

B. 7 Withholding of nisbursemen#s and Material Violatians. a) Natwithsfandir g any other provision ofth4s Agreement, the Recipient agrees that the State Water Board may retain an amount equal to ten percent{ 1 Q°lo} of the Project Funds until Project Comp etion. Ar y retained amounts due tn fhe Recipient will be promptly disburs d to the Recipient, without interest, up on Project Campletion,
b) 7he State Wafer 8oard may withhold all or any portior of the funds provided for by this Agreement in the event that:
1) The Recipi nt has rt aterially iolated, or threafens to materially violate, any term, provisian, condition, or commitmer# of this Agreement; or
2) The Recipient ails to maintain reasonable progress# oward Project Completion.

6. 8 Remai ing Balance.

In the event# he Recipient does na request all of the funds encumbered under his Agre ment, any remair ing funds r ert ta the State.

B. 9 Fraud and Misuse of ublic Funds.

All requests for disbursement submitt d shaIl be accurate and signed under penalty of perjury. Any ar d all costs submitted pursuant to this Agreement shall only be far the tasks set farkh f erein. he Recipient shall not submit any in oice cantaining costs that are ineligible or haue been reimbursed from oth r funding sources unless required and specifically noted as such ( i. e., match casts). Any eligible costs for which the Recipient is seeking reimbursement shalf no; be reimbursed from any other source. bouble or multipfe billing for t me, services, or any other eligible cast is illegaf and canstitutes fraud. Any suspected occurrences of fraud, forgery, embezzlement, theff, or any other misuse of public funds may resui in susp nsian of dis ursements of Project Funds andlor termination of this Agreerrient requir'sng the repayment of all funds disbursed hereunder. Additionally, the beputy Director of the Division may request E
Packet Pg. 349 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Ir c.

Agreement No. D1612806

an audit and refer tne matter to the Attorney General' s Office or the appropriate district attorr ey' s offiice for criminal prosecution or the imposition of civil liability. ( Ci. Code, §§ ' E 572- 1573; Pen. Code, §§ 47q, 489- 490.)
Packet Pg. 350 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) lJniversity Enterprises, Inc.

Agreemenk Na. D16128D6

EXHI IT C— STANDARD TERMS ANQ CONDETIOiVS
C. 1 Accounting and Auditing Stanclards.

The Recipierst must ma ntain Project accaunts accarding to GAAP. The Recipient shal] maintain GAAcompfiant Project accaunts, including GAAP requirements relatir g to the reporfing of infrastructure assets.

C. 2 Amendme t.

No amendmer t or variatio.n of the terms of this Agreement shall ba afid unless made in writing, signed by the pa ties and approvad as required. No ora] or written understanding or agreement not incorparafed in this Agresment is bindir g on any of the parties.

C. 3 Assignabifity.

This Agreem nt s not assignabf by the Recipient, either in whole or in part.

C. 4 Audit.
a) The Rivision, at its option, may calE for an audit of financial information relative to the Planning, where the Divisior d termin s that an audit is desirable to assure program integrity or where sucY an audit becomes necassary because ofstat orfederal r quirements. Where such an audit is called for, th audit shall be per#ormed by a certi#ied pu lic accountant independent aF the Recipient and at the cost af the Recipient. T e audit shall be in the form required by the Uivision. b} Audit disallowances will be returned to the State Water Board. Failure to comply with audit disallowance pro isions shall disqualify the Recipient frorr3 participating in State Water Board funding programs.

C. 5 [ Reserved]
C. 6 Claims,
Any claim of fhe Recipient is limited to the rights, rernedies, and claims procedures pravided to the Recipient under this Agr em nt.

C. 7 Campetiti e Bidding
Recipient shall adhere to any applica le state or local ordinance for com efitive bidding and applicable labar laws.

If R cipient is a pri afe entity, any construction contracts rela#ed in any way to the Planning shal be let by competitive bid procedures# hat ensure award of such contracts to the iowest res onsihle bidders.

Recipient shalf nat award a constructian contract unt€I a summary of bids and identification of the selected lowest responsible bidder is submiifed to and appra ed in writing by the Division. Recipi nt must pro ide a full explanation if Recipient is proposing to award a construction contract fo anyone ather than the lowest responsible bidder.

C. 8 Compliance with Law, Regulations, etc.
7he Recipient agrees thaf it wil1, at all times, comply with and require its contrac#or and subcontractors ta comply with all applicable federal and state laws, rules, guidelines, regulafioros, and requirements.

Withaut lirnitation of the foregoing, the Recipient agrees that, to the ex ent applicable, the Recipient wi l:

Packet Pg. 351 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) i
Uni ersity Enter rises, Irsc.

Agreement Na D 612806

a) Comply with the State Water Board' s Policy;
b) Corrtply with and require compliance with fhe fist of state aws( cross- cufters) in Section C- 31 ofthis Agreement.

C, 9 Conflict of Interesf.

The R cipient certifies that its owners, officers, directors, agents, representati es, and etnpfoyees are in compliance, and shafl retnain compliant through Project Gompietion, with a plicable state and federal conflict of ir terest ]aws, including but not limit d to laws related to conflict of interes# iaws related to contracting and procuremen.

C. 10 Damages for Breach Affecting Tax-Exempt 5tatus or Federal Complianc.

In the event that any breach of any of the provisions of this Agreemant by the Recipient shall result in# he loss of tax- exempt status for any bonds of the State or any subdivision or agency ther of, including bonds issued on behalf of the $ tata Water Board, or if such breach shal[ result in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government by reason of any arbitrage pro ts, the Recipient shall immediate y reimburse the State or ar y subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach. [ n the e ent that any breach af any af# he provisians of this Agreement by the Recipient shall result in the failure of Project Funds ta be used pursuant to khe provisions of#his Agreement, ar if suc reach sha[ f resuft in an obligation nn fY e part of the State or any subdivision or agency thereof ta reimburse tlie federal government, the Recipient shal] immediately reimburse the State or any subdivisian or agency thereof i an amounf equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach.

C. 1 Disputes.
a) The Recipient may a peal a staff decision within 30 days to ti e Deputy Dirsctor of the Division or designee, for a fnal ivision decision. The Recipien# may appeal a final Division decision to the State Water Board within 30 days. The Office of the Chief Counsei of the Sta e Water Board will prepare a summary of fihe dis ute and make recommen atians relative to its final resolution, whlch will be pravided to the State Water Board' s xecutive Direc# or and each State Water Board Member. Upon the motion of any State Water Board Member, the S#a#e Water 8oard will r view and resnlve the dis ute in the manner determined by the State Water Baard. Should the State Water Baard determine not to re iew the final Division decision, fhis decision wil[ represent a final agency action an the dispute.
b) This clause does not preclude consideration of legal questions, pra ided that nathing herein shall be construed to make flnal the decision flf t e 5tate Water Baard, or any officfal or representative thereof, on any questian of IaUv.
c) Recipient shall continue with th responsibilities under this Agreement during any dispute.

C. 12 Financiaf Management Sys em and Standards.

The RecipienE agrees to comply with federal standards or financial managemen systems. The Recipient agrees that, at a mfnimum, its fiscal controi and acco nking procedures wiil be suffcient to permit preparation of repor s required by the federal or state government and tracking of Project Funds to a le el of expenditure ad quate to establ€sh that such funds haWe not een ussd in violatian af federal or state law or the terms of t1 is Agreement.

Packet Pg. 352 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enter rises, Inc.

Agreement No. D1612806

C. 13 Governing Law.

This Agreemen# is go erned by and shall be interpre#ed in accordance with the laws of the State of Cafifornia.

C. 14 lncome RestricEions.

The Recipient agrees that any refunds, rebates, credits, or other amaunts( including any interest thereon) accruing to or received by the Recipient under this Agreement sf ali be paid by the Recipient to the State, to the extent that they are properly allocable to costs for which the Recipient has been reimbursed by the SEate under fhis Agreement.

C. 15 Indemnification and State Re iews,
Tf e parties agree that review or appraval o Project documents y the State Water Board is for administrative purposes only, including conforrr ity with ap lication ar d eligibi ity criteria, and expressly not for the purposes of desi n defect re iew or construction feasibility, and does not relieve the Recip[ ent af its responsibility tn engage in proper p] anning. 7o the extent permitted by law, the Recipient agrees to indemnify, defend, and hold harmless #he 5tate Water Board, and its a€ cers, err playees, and agents coliecti eEy, " Indemnified Persons"}, against any loss or liability arising ou of any claim or actian brought against any] ndemnified Persons from and against any and all losses, claims, damages, liabilities, or expenses, of every conceivable kind, character, and nature whatsoe er arising out of, resulting from, ar in any way connected with ( 1) the Project or the canditions, occupancy, use, possessiort, canduct, or management nf, work done in ar abouf, or the planning, design, acquisition, installation, or canstruction, of tha Project or any part thereof; (2} the carrying out af any of the transactions contemplated by this Agreement or any related document; ( 3) any violatian of any appficable law, rule or regulation, any environmental law( includir g, without limitation, the Federal Comprehensive n ironrt ental Response, Comp nsation and Liability Act, #he Resource Gonservatian and Reca.very Act, the California Hazardous Substance Account Act, the Federal Watar Pollution Contral Act, the Clean AirAct, fhe Toxic 5ubstances Control Act, the Occupationaf Safety and Health Act, the Safe Drinking Water Act, the California Nazardous Waste Control Law, and California Water Cade Section 13344, and any successors to said laws), ru e or regulatia or the release of arty toxic substance an or near the System; or( 4) any untrue statement or alleged untrue statement ot any material fact ar omission ar alleged omission ta state a mater'sal fact necessary ta make the tatements required to be stated ther€ n, in light of the circumstances under which they were made, not misleading with respect to any in#ormafion pravided by the Recipient for use in any disclosut- e dacument utiliz d in connectlon with any of the trans.actfons contemplated by this Agre ment. To the€ ullest extent permitted by law, the Racipient agrees to pay and discharge any judgment or award entered or made against [ ndemnifed Persons with resp ct to any such claim or action, and ar y settlement, compramise or ofher volun ary resolution. The pro isions of this secti.on shafl survi e the term of this Agreemenf and t e discharge of the Recipient' s Obligation hereunder.

C. 16 In ependent Actor.

The Recipient, and its agents and employees, if any, in the performance of this Agreement, sY all act in an independent capacity and not as officers, employees, or agents of the Stafe Water Board.

C. 17 Integration.

This Agre ment is the complefe and fina[ Agreement between the parties.

C. B Non- Discrimination Clause.
a) During the perFormance af this Agreement, R cipient and its cor tractors and subcontractors shall not unlawfully discriminate, harass, or alla nr harassment against any employee or app]icanf for employment because of sex, race, color, ar cestry, religia s creed, natianal origin, sexuai Packet Pg. 353 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) Lfniv rsity Enterprisss, Inc.

Agreem nt No. D4612806

orier tation, physical disability( including HkV and AfDS}, mental disability, medical condition cancer), age ( over 40), marital status, deniai of famify care leave, ar genetic i formation, gender, gender ider tity, gender express4on, or military and veteran sfatus. b) The Recipient, its contractors, and subcontractors shall ensure that the e aluafinn and treatment of# heir employees and applicanfs for employrnent are free from such discrimination and f arassmenf.
c) The Recipient, i# s contractors, and subcontractors shalf comply witl the provisions of the F'air mp[ oyment and Housirtg Act and the applicable regulations romulgated thereunder. ( Gov.

Code, § 12990, s abds. ( a)-{ et seq.; Cal. Code Regse, tit. 2, § 7285 et seq.} Such regulations are incorporated into this Agre ment by reference and made a part hereof as if set forth in# uil. d) The Recipien#, its con#ractors, and subcontractors shall gi e written natice of their abligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
e) The F2ecipient shall include the nondiscrimination ar d compliance pro isians af this clause in all subcantracts to perform work under the Agreement.

C. 19 No 7hird Party Rights.

Tne parties to this Agreement do not create rights in, or gra t remedies fo, any ti ird party as a beneficiary of this Agreement, or of any duty, covenant, obligation, ar undertaking establish d herei.

C. 2Q [ Reserved]
C. 21 Qther Assistance.

If€ unding for roj et Cosfs is made available to the Recipient firorn sources other than this Agreement, the Recipient sha[I imrriediately notify the Grant Manager.

C. 22 Permits, Contracting, Disqualificakion,
The Recipient shalf comply in all material respects with all applicable fedaral, state and local laws, rules and regulafions. Recipient shall procure all permits, licenses and oEher authorizations necessary to accomplish the work contemplated in this Agreement, payal] charg s and ees, and give aIl notices necessary and incidental ta the due and lawFul prasecutian of the work.

Fo any work related o this Agreeme t, the Recipient shall not contract wit any individual or organizatior on the State Water Board' s L.ist of bisquafifed Businesses and Persons that is identified as debarred or suspended or ot erwise excluded fram or ineligible for participation in any work overseen, directed, funded, or administered by the 5tate Water Board program for wi ich fundin under this Agreement is authorized. The State Water Baard' s List of Disqualified Business s and Persons is located at http: llwww.waterboards. ca. qovlr vater issueslprogramslustcfldbp. sY tml.

C23 Pu lic Records.

The Recipient ac Cnowledges# hat, except for a subset of information regarding arc aeologicaf records, the Project records and locations are public records, including but nat limited to all of the submissions accompanying th app][ cation, all of the documents incorporated by reference into this Agreement, and all reports, dis ursement reques#s, and supporting documentation submitted hereunder.

Packet Pg. 354 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

Agreement No. D161280

C. 24 Prevailing Wages.
7he Recipienf agrees to be bound by all applicable pro isions o€ State Labor Code regarding prevailing wages. 7he Recipient shall rnonitor all agreemer ts. subjec to reimbursement from this Agreement to ensure that the pre ail ng wage provisions of#he State Labor Code are be'sng met.

C. 25 Prafessiana[ s.

The Recipient agraes that anly professionals with valid licenses in #he 5tate of Califarnia will be used to perForm services under this Agreement where such services are called for, Afl technical reports required pursuant to this Agreement that invoive planning, investigation, evaluation, or design, or other word requiring inferpretation and proper application of engineering ar geologic sciences shall be prepared by or under the direction af persons registered to ractice in California. Ail technical reports must corttain the statemer t of the qualifications of ti e responsible registered professional{ s). 7echnica] reports must bear the signature( s) and seal( s) of the registered professional( s) in a manner such that all work c n be clearly attrihuted to the professional responsible for tiie work.

Any contractors, ouEside associates, or cansultants requirad by the Recipient in cannection with the services covered by khis Agreem nt sl all be limited to such individuals or firms as were speci#ically identified and agreed to during negotiations far this Agreement, if any, or as are specifically accepted in wr tirtg by the Grant Manag r during the performance of tnis Agreement.

C. 26 Public Funding.

This Project is publicly tunded. Any service provider or contrac or with which the Recipiant cor tracts must nat have any role or relationship with the R cipEent, tha, in efFect, substantially fimits the Recip€ent' s ability to exercise its rights, inclucf[ ng cancellation rights, under the contract, based on all the facts and circumstances.

C. 27 Recipient' s Responsibility for Wark.
7he Recipient shal! be responsi le fo.r all work and for persons or entities engaged in work perfnrmed pursuant to this Agresment, including, but not limited to, contractors, subcontractors, suppliers, and providers of services. The Recipient shal! be responsible for any and all disputes arising out of 9ts contracts for work on the Project. Th State Water Board will not mediate disputes between the Recipient and any other entity concerning responsi ility for performance of wark.

C. 28 Records.

Withouf limitat on of the requirement to maintain Project accounts in accardar ce witf GAAP, the Recipient agrees to:
a) Establish an official file for tY e Praject wY ich shall adequately dacument all significant actions relative to the Proj ct;
b} stablis separate accaunts which will adequately and accurately depict all amounts rec i ed and expended on the Project, including all assistance funds recei ed under his A re ment; c) Establish separate accaunts which +n ill adequafely d pict all income receivsd wY ich is attributabfe to the Project, specifically including any i cam attributable ta assistance# unds disbursed under this Agreement;
d) stablish an accounting system which will accurately depict final total casts of the Project, ir cluding both direct and 'sndirect costs;
Packet Pg. 355 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) Univers9ty Enferprises, Inc.

Agreement No. D16128fl6

e} Establish such accaunts and maintair such records as may b n cessary for the State fo fulfill tederal reporting requirernents, including any and all reporting r quirements under federal tax statutes or regulations; and
f If Force Account is used by tf e Recipi r t for the Prajec#, accounfs will be estabEished wh€ch reasanably document all employee ours charged to the Pro}ect and the associafed tasks performed by each empfoyee.
g) Maintain separate books, recards and other materia[ relative to the Project. h) Retain such books, records, and oth r material for itseff and for each contrac# or or subcontractor who performed work on this Prajecf for a minimum of thirty- six{ 36) years after Work Campfetion.

The Recipient shall rsquire that such books, recards, and other materiaf be subject at a11 reasonable times ( at a minimum during normal b siness hours) to inspecfiion, cnpying, and audit by the 5tate Water Bnard, the Bureau of State Audifs, the Internal Revenue Service, the Go ernor, or any authorized representatives of the aforem ntioned, and shall allaw intanriews . during normal business hours of any employees who might reasonably have infiormation related to such records. The Recipient agrees to include a simi[ ar right regarding audit, interviews, and recards retention in a y su cantract related to the perFormance of this Agreement, The provisions of this section shall survive the term of this Agreement.

C. 29 Re[ a#ed Litigation.

A Recipi nf is arohibited from using funds from any disbursemant under this Agreement to pay costs associated with any litigation the Recipient pursues. R gardl ss of whethar the Praject or any eventual construction project is the subject of litigation, the Recipient agrees to complete the Project funded by the Agreement or to repay all Pro;ecf F' unds plus interesf to the State Water Baard, C. 30 Rights in Data.

The Recipient agrees that afl data, plans, drawings, specifications, reparks, computer programs, operating manuals; notes, and ofher written or graphic work produced in fY e perFormance af this Agreement are subject to the rights of the Stafe as set ort in# his section. The State shall hav the right to reproduce, publisY, and use all such work, or any pa t thereof, in any manner a d far any purposes whatsae er and to authorize others to do so. If any such work is copyrightable, the Recipient may copyrig t the same, except that, as to any wnrk which is copyrighted by the Recipient, the 5tate reserves a royaf#y- free, nanexclusi e, and irrevocable l9cense to reproduce, publish, and use such work, or any part therenf, and to authorize others to do so, and to receive electronic copies from the Reci ient upon request.

C. 31 State Cross- Cutter Gompliance.

Recipient re resents and certifies that, to the extent appfica le, it is in compliance with the follawing conditions precedent and agrees that it will continue to maintain compliance during the te- m o this Agreement:
a} State Water Baard' s Drought Err erg ncy Water Conservation regulations, Title 23, article 22, 5 of the California Code af Regula ions. The Recipient will include a discussion nf its implementatian in rogr ss Repor s submitted pursuant to this Agreement, b) Califamia Enviranmental Quality Act ( C QA}. Implementatfon and construction acti ities must comply uVith CEQA and potentially ather environmental review requfrements, including the National En ironmental Palicy Act ( NEPA). Proceeding with work subject to CEQA andlor N PA witho t environmental clearance by the 5tate 1Nater Baard shall constitute a breach of a materia provisior of this Agreement. If 7echnical Assistance work impl ment d per this Agreement will include graund disturbing activities ( such as test wells, boreholes} implemen ed# or tne purpases Packet Pg. 356 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, nc.

Agreement N. D1612806

af information collection, and proposed in an area( s) wi h potenfial for nvironmental impacts including riparian habitat, wetfand, endangered species habitat or sensitive cultural resources areas), the Recipient shall notify the Grant Manager of the nature and scope o such work and receive approval to proceed pr€or to commencing ground distur ing acti i# ies. c} VVater Code section 5903, subdivisio (){ 2)( A). If Recipient is a wa#er diverter, Recipient must aintain compiiance by submifting monthly dfvers'son reports fo the Division o#Water Rigf ts of the State Water Resources Controf Board.
d} Labor Code sections 1725. 5 and 1771. 1. To bid for public works contracts, Recipient acknowfedges that Recipient and Recipient' s subc ntractors must register with the Department of Industrial Relations.
e} Water Cade sections 526 and 527. If Recipient is an urban water supplier as defined by Water Code, it shall hav complied and maintain campliance with sections 526 and 527 of the Water Code elating to installation of m t rs and volumetric charging. fj Urban Water Management Planning Act ( Water Code, § ' 0610 t seq.). If Recipient is an " urban water supp[ ier" as defned yVVater Code sectior 1Q 17, the Recipient certifes fhat it has submitted an Urban Wafer Management Plan that.has been deemed complete by the Department of Water Resources and is in compliance witi fhat plan. Tliis shall constitute a condition precedent to this Agreement.
g) Urban Water emand Management Water Code section 1 Q63. 5, subdi ision ( a)( 1). 1f Recipient is an " urban water supplier" as deflned by Water Code section 10617, Recipient certifies that it is implementing water demand management measures. approved by he Departrnent of Water Resaurces.
h} Delta Plan Consistency Findings. Water Code section 85225 and California Code of Regulations, ti le 23, section 50D2. ] f Recipient is a state or local ublic agency and the proposed action is covered by the Relta Plan, Recipient will submit a certification o€ project eonsistency with the Delta Plan to the Delta Stewardship Council prior to undertaking the implementationlconstn.sction project associated with this Proj cf.

E) Agr cultural Wa#er Management Plan Consistency. A Recipient that is an agricultural water supplier as defined y sectian 10608_T2 of the Water Code must cnmply witf the Agricultural Water Management Planning Act. { V11at. Code, § 108D ef seq.) Q) Charter City Projec Labnr Requirements. L.abar Code section 782 and Public Contract Code section 2503;
1} Prevailing Wage
Where Recipient is a charter city or a joint powers authority that includes a charter city, Recipient certifles that no charter provision nor ordinanc authorizes a construction projec contractor nnt to comply with Labor Code' s prevai{ ing wag rate raquirements, nor, within the priar two years ( starting frorn January 1, 20' E5 or af er) has the city awarded a public works contract withcut requiring the con#ractor to comply with such wage rate requirements accordin to Labor Code seckion 1782. 2) Lahor Agreements
Where Recipient is a charter city or a joint powers authori#y that includes a charter city, Recipient cer ifies that no charter prnvisiar, initiati e, or ordinance Iimits or constrains t e Packet Pg. 357 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) Universi# y Enterprises, Inc.

Agreemsnt No. D1612806
F' age 27 of 28
city' s authority or discretion to adopt, require, or utilize prnject labor agreements that include all the taxpayer protection antidiscr' tmination provisions of Public Gor tract Code . section 250 in canstructian projecfs, and that Recipien is according] y efigihle for state funding or financial assistance pursuant to Public Cor tra t Code section 2503.

C. 32 State Water Board Acfion; Costs and Attorney Fees, T e Recipient agrees that any remedy provided in this Agreement is in additian to and not in derogation of any other legai or equitable remedy available to the State Water Soard as a result of breach of this Agreement by ti e Recipient,. whether such breach occurs before or after complefion of the Praject, and exercise of any remedy pro ided by this Agreement 6y the 5tate Water Board shall not precEude the State Water Board from pursuing any lega€ remsdy or right which would otherwise be a ailabfe. I the event of litigation betwe n the parties ereto arisir g fram ti is Agreement, it is agreed fhat each party shall bear its own costs and attorney fees.

C. 33 Termination; lmmediate Acceleration; Interest.
a) This Agreement may be terrr€inafed at any fime prior to the End Date set for h on the cover and [ n Exh[ bit B, at fi e optian of the State Water Board, upan via[ation by the Recipient af any material provision of this Agreement after such violafion has been called to the attention of the Recipient and after failure o##he Recipient to bring itself info compliance v ith the provisians af this Agreement within a rsasonable time as established by the ivisian. b). In the e ent of such terrr ination, the Recipient agrees, u nn demand, to immediately repay to the State Water Board an amount equal to Proj ct Funds disbursed her under, accrued interest, penalty assessments, and Additional Payments. En the event of termination., interest shall accrue on al] atnounts due at the highest legal rate of interes# from the date that natice of termination is rnailed to the Recipient to the date all monies due have been recei ed by the State Water Baard.

C. 34 Timeliness.

Time is af the essence in this Agreement.

C, 35 Unenforceable Provision.

In tne event t at any pro ision of fhis Agreement is unenforceable or held to 6e unen€orceable, then the parties agre fF at al[ other provisions of this Agreernent have force and effect and shall not be affected there y.

C. 36 Venue.
he State Water Board and th Recipient hereby agree that any action arising o t nf this Agreement s1 a11 be fifed and maintai ed in th Superiar Court in and for the County of Sacramento, California.

C. 37 Waiver and Rights of th 5ta e Wat r Soard.

Any waiver of righ#s by the State Water 8oard with rsspect to a default or other matfier arising under the Agreement at ar ytime shall not be consider. d a wai r of rights with espect o any other default or matter.

Any rigf ts and remedies of the SEafe Water Board provid d for in this Agreement ar in addition to any other rigF ts arsd remedies pro ided by law.

Packet Pg. 358 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) Uni ersity Enterprises, Inc.

Agreemer f No. D16128D6

XHISIT D— SPECIAL CON ITIO ES
Recipient acknowledges and agrees to the following special can itions:

None
Packet Pg. 359 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) i % '"
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June 13, 2019
University Enterprises, Inc
Attn: Monica Kauppinen, Director
6000 J Street, Bookstore Building, Suite 3400
Sacramento, CA 95819
Agreement Number: D16- 12806
Enclosed is your amended Funding Agreement for your approval and signature. This Agreement cannot be considered binding by either party until executed by the State Water Resources Control Board (" State Water Board").

If in agreement with all terms and conditions of the Agreement, please have the Authorized Representative, as noted in the executed resolution, sign and return two ( 2) signature pages no later than thirtv ( 30) calendar davs from the date of this letter to:

US Mail Overniqht Mail
Koreenia Lazo Koreenia Lazo
State Water Resources Control Board State Water Resources Control Board Division of Financial Assistance Division of Financial Assistance P. O. Box 944212 1001 I Street, 16t" Floor
Sacramento, CA 94244- 2120 Sacramento, CA 95814
Ms. azo may be contacted at ( 916) 319-0807 or Kcar r i, c( nr rbc rd.. c v Once the Agreement is signed by both parties, we will forward an executed copy to you for your entity' s records.

Enclosures
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Packet Pg. 360 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) t
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UNIVERSITY ENTERPRISES, INC.

AND

CALIFORNIA STATE WATER RESOURCES CONTROL BOARD
Gs Foa oe 3 N
t

TECHNICA ASSISTANCE GRANT

DRINKING WATER AND WASTEWATER TECHNICAL ASSISTANCE AND OUTREACH CALSTARS AGREEMENT No. D1612806
FI$ CAL AGREEMENT NO. SWRCBOOOOOOOOOOD161280600
AMENDMENT NO. 1
AMOUNT: $ 7, 000, 000
ELIGIB E START DATE: September 1, 2016
WORK COMPLETION DATE: n, n+ n, c, une 30, 2021
FINAL DISBURSEMENT REQUEST DATE: ^'^^, hor zn ' n''° September 30, 2021 RECORDS RETENTION TERM END DATE: June 30, 2057
This Aqreement executed bv the State Water Board on October 26, 2016, is herebv amended and restated, to revise the Exhibits A& B ( deletions shown as stricken and revisions in bold and underlined). Except as noted herein all other terms and conditions shall remain the same. Please note, paqe numbers may have chanqed.

Packet Pg. 361 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

WHEREAS,

1. The State Water Board is authorized to provide funding under this Agreement pursuant to the following:

Proposition 1 Small Community Grants and Drinking Water- Section 79720- 79725 of the Water Code ( Prop 1)

2. The State Water Board determines eligibility for financial assistance, determines a reasonable schedule for providing financial assistance, establishes compliance with the Prop 1, and establishes the terms and conditions of a funding agreement.

3. The Recipient has applied to the State Water Board for funding for the Project described in Exhibit A of this Agreement and the State Water Board has selected the application for funding through a competitive process.

4. The State Water Board proposes to assist in funding the costs of the Project, and the Recipient desires to participate as a recipient of financial assistance from the State Water Board, upon the terms and conditions set forth in this Agreement, all pursuant to Prop 1; NOW, THEREFORE, in consideration of the premises, mutual representations, covenants and agreements in this Agreement, the State Water Board and the Recipient, each binding itself, its successors and assigns, do mutually promise, covenant, and agree as follows:

1. Definitions.

Unless otherwise specified, each capitalized term used in this Agreement has the following meaning:

Agreemenf' means this Grant, including all exhibits and attachments hereto.

Authorized Representative" means the duly appointed representative of the Recipient as set forth in the certified original of the Recipient's authorizing resolution that designates the authorized representative by title.

Days" means calendar days unless otherwise expressly indicated.

Disbursement Period" means the period during which Project Funds may be disbursed.

Division" means the Division of Financial Assistance of the State Water Board or any other segment of the State Water Board authorized to administer the funding program( s) set forth in Section 1.

Eligible Start Date" means the date set forth in Exhibit B, establishing the date on or after which Project Costs may be incurred and eligible for reimbursement hereunder.

Final Disbursement Request Date" means the date established in Exhibit B, after which date, no further Project Funds disbursements may be requested.

Fiscal Year" means the period of twelve ( 12) months terminating on June 30 of any year.

Force Account" means the use of the Recipient' s own employees or resources for the Project.

Packet Pg. 362 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

GAAP" means generally accepted accounting principles, as issued by the Governmental Accounting Standards Board.

Grant Manager" means the person designated by the State Water Board to manage performance of the Agreement. The Grant Manager is set forth in Section 2 of this agreement.

Indirect Costs" means those costs that are incurred for a common or joint purpose benefiting more than one cost objective and are not readily assignable to the Project( i. e., costs that are not directly related to the Project).

Party Contact" means, for the Recipient, the Authorized Representative of the Recipient or any designee of the Authorized Representative, and, for the State Water Board, the Grant Manager, or the Program Analyst.

Policy" means the Proposition 1 Technical Assistance Funding Plan, as amended from time to time.

ProjecY' means the Project as described in Exhibit A and in the documents incorporated by reference.

Project Completion" means, as determined by the Division, that the Project is complete to the reasonable satisfaction of the Division and is the last date on which Project Costs may be incurred. Work occurring after Project Completion is not eligible for reimbursement under this Agreement.

Project Costs" means the incurred costs of the Recipient which are eligible under this Agreement, which are allowable costs as defined under the Policy, and which are reasonable, necessary and allocable by the Recipient to the Project under GAAP.

Project Director" means an employee of the Recipient designated by the Authorized Representative to be responsible for the overall management of the administrative and technical aspects of the executed Agreement. The Project Director is set forth in Section 2 of this Agreement.

Project Funds" means funds disbursed by the State Water Board to the Recipient for purposes of this Agreement.

Recipient" means University Enterprises, Inc.

Regional Water Quality Control Board" or" Regional Water Board" means the appropriate Regional Water Quality Control Board.

State" means State of California.

State Water Board" means the State Water Resources Control Board, an administrative and regulatory agency of the State of California.

Technical Assistance Recipient" means the small disadvantaged community or communities identified in the Work Plan( s).

Work Completion" means the Recipient' s submittal of all work set forth under Exhibit A for review and approval by the Division. The Division may require corrective work to be performed prior to Project Completion.

Work Completion Date" means the date set forth in Exhibit A that is the last date on which all work or submittals in Exhibit A must be achieved.

Packet Pg. 363 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

Year" means calendar year unless otherwise expressly indicated.

2. Party Contacts.

The Party Contacts during the term of this Agreement are:

State Water Board Reci ient
Section: Office of Sustainable Water Solutions
Name: G e Name: Monica Kauppinen, Project Director
Nabiul Afrooz, Grant Mana er
Address: 1001 I street Address: 6000 J Street,
Bookstore Buildin , Suite 3400
Cit , State, Zi : Sacramento, CA, 95814 Cit , State, Zi : Sacramento, CA, 95819- 6111 Phone: 916 4- 8- 323- 9322 Phone: 916 278- 7380
Fax: 916 341- 5707 Fax: 916 278- 4886
Email: Email: mkauppinen@csus. edu
Nabiul.Afrooz waterboards. ca. ov
The Recipient may change its Project Director upon written notice to the Grant Manager, which notice shall be accompanied by authorization from the Recipient' s Authorized Representative. The State Water Board will notify the Project Director of any changes to its Party Contacts.

3. Exhibits and Appendices Incorporated.

The following exhibits and appendices to this Agreement, including any amendments and supplements hereto, are hereby incorporated herein and made a part of this Agreement:

EXHIBIT A— SCOPE OF WORK
EXHIBIT B— FUNDING PROVISIONS
EXHIBIT C— STANDARD TERMS AND CONDITIONS
EXHIBIT D— SPECIAL CONDITIONS

4. Recipient Representations and Commitments.

The Recipient represents, warrants, and commits to the following as of the date signed by the Recipient and continuing thereafter for the term of the Agreement:
a) General Commitments. The Recipient accepts and agrees to comply with all terms, provisions, conditions, and commitments of this Agreement, including all incorporated documents, and to fulfill all assurances, declarations, representations, and commitments made by the Recipient in its application, accompanying documents, and communications filed in support of its request for financial assistance and throughout the term of this Agreement. b) Authorization and Validity. The execution and delivery of this Agreement, including all incorporated documents, has been duly authorized. This Agreement constitutes a valid and binding obligation of the Recipient, enforceable in accordance with its terms, except as such enforcement may be limited by law.
c) No Violations. The execution, delivery, and performance by Recipient of this Agreement, including all incorporated documents, do not violate any provision of any law or regulation in effect as of the date set forth on the first page hereof, or result in any breach or default under any Packet Pg. 364 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

contract, obligation, indenture, or other instrument to which Recipient is a party or by which Recipient is bound as of the date set forth on the first page hereof. d) No Litigation. There are no pending or, to Recipient' s knowledge, threatened actions, claims, investigations, suits, or proceedings before any governmental authority, court, or administrative agency which affect the financial condition or operations of the Recipient and/ or the Project. e) Solvency. None of the transactions contemplated by this Agreement will be or have been made with an actuai intent to hinder, delay, or defraud any present or future creditors of Recipient. As of the date set forth on the first page hereof, Recipient is solvent and will not be rendered insolvent by the transactions contemplated by this Agreement. Recipient is able to pay its debts as they become due.
f) Legal Status and Eligibility. Recipient is duly organized and existing and in good standing under the laws of the State of California, and will remain so during the term of this Agreement.

Recipient shall at all times maintain its current legal existence and preserve and keep in full force and effect its legal rights and authority. Recipient shall maintain its eligibility for funding under this Agreement for the term of this Agreement.
g) Good Standing. The Recipient is currently in compliance with the state requirements set forth in Exhibit C. Within the preceding ten years, the Recipient has not failed to demonstrate compliance with previous state audit disallowances.
h) Insurance. Recipient maintains sufficient insurance coverage considering the scope of this Agreement, including, for example, but not necessarily limited to, General iability, Automobile Liability, Worker' s Compensation and Employer' s Liability, Professional Liability.

5. Project Completion.

The Recipient shall expeditiously proceed with and complete the Project in accordance with this Agreement.

6. Notice.
a) The Recipient shall notify the Division in writing within five ( 5) working days of the occurrence of the following:
1) Bankruptcy, insolvency, receivership or similar event of the Recipient; 2) Actions taken pursuant to state law in anticipation of filing for bankruptcy; b) The Recipient shall notify the Division within 10 working days of the following:
1) Any litigation pending or threatened against Recipient regarding its continued existence, consideration of dissolution, or disincorporation;
c) The Recipient shall notify the Division promptly of the following:
1) Any proposed change in scope of the Project. Most changes will require an amendment to this Agreement;
2) Cessation of work on the Project where such cessation of work is expected to or does extend for a period of thirty( 30) days or more;
Packet Pg. 365 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

3} Any circumstance, combination of circumstances, or condition, which is expected to or does delay Work Completion for a period of ninety( 90) days or more beyond the estimated date previously provided to the Division;
4) Any monitoring activities such that the State Water Board and/ or Regional Water Quality Control Board staff may observe and document such activities; 5) Any public or media event publicizing the accomplishments and/ or results of this Agreement and provide the opportunity for attendance and participation by state representatives with at least ten ( 10) working days' notice to the Division; or 6) Work Completion, and Project Completion.

7. No Obligation of the State; State Budget Act Contingency.

Any obligation of the State Water Board herein contained shall not be an obligation, debt, or liability of the State and any such obligation shall be payable solely out of the moneys appropriated by the State egislature to the State Water Board from the special fund associated with this Agreement.

If the Budget Act of the current year and/ or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no force and effect. This provision shall be construed as a condition precedent to the obligation of the State Water Board to make any payments under this Agreement. In this event, the State shall have no liability to pay any funds whatsoever to Recipient or to furnish any other considerations under this Agreement and Recipient shall not be obligated to perform any provisions of this Agreement. Nothing in this Agreement shall be construed to provide the Recipient with a right of priority for payment over any other recipient.

If this Agreement' s funding for any Fiscal Year is reduced or deleted by the Budget Act, by Executive Order, or by order of the Department of Finance, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an Agreement amendment to the Recipient to reflect the reduced amount.

Packet Pg. 366 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

IN WITNESS WHEREOF, this "^n Amendment has been executed bythe parties hereto.

UNIVERSITY ENTERPRISES, INC.:
gy:

Name: Monica Kauppinen
Title: Director
Sponsored Programs Administration
Date:

STATE WATER RESOURCES CONTROL BOARD:

By:

Name: eslie audon
Title: Deputy Director
Division of Financial Assistance
Date:

Packet Pg. 367 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

EXHIBIT A— SCOPE OF WORK
A. 1 Completion Dates.

The Work Completion Date is established as
n„ n„+ n, o une 30, 2021. The Recipient shall deliver
any request for extension of the Work Completion date no less than 90 days prior to the Work Completion Date. The Division will not unreasonably deny such a timely request, but the Division may deny requests received after this time.

A. 2 Purpose.

This grant is for the benefit of the Recipient. This grant is for the benefit of the Technical Assistance Recipient identified in the Work Plan or Work Plans. Its purpose is for the provision of technical assistance to small disadvantaged communities to develop, fund, and implement their capital improvement projects.

A. 3 Scope of Work.

The Recipient agrees to do the following:

The Division accepts requests for technical assistance on a continuous basis. The Division may refer eligible assistance requests ( ARs) to the Recipient. After accepting an AR, the Recipient will determine what specific assistance it plans to provide and will submit a technical assistance Work Plan with estimated deliverables and due dates for Division approval. The technical assistance proposed in a given Work Plan shall be consistent with the general technical assistance tasks outlined below, and the grantee shall implement technical assistance consistent with Division- approved work plans, or amendments thereto, including timely submittal of deliverables within the approved Work Plan budget. Each approved Work Plan shall constitute an amendment to this Agreement and must be signed and dated by the Deputy Director of the Division or designee and the Authorized Representative, Project Director, or designee to be effective.
a) Scoping: The purpose of this task is to define the project and prepare a work plan. 1) Characterize challenges and potential solutions
2) Conduct kickoff meeting to discuss path forward
3) Prepare project work plan
b) Pre- Planning: The purpose of this task is to determine whether to consolidate or improve the water and/ or wastewater system( s).
1) Conduct Community Outreach
a. Prepare/ implement outreach strategy
b. Assess community interest in the project
c. Conduct/ document community meetings
d. Prepare/ distribute communication materials
e. Conduct pre- project socio- economic assessment to establish baseline Packet Pg. 368 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

EXHIBIT A— SCOPE OF WORK
2) Conduct a Median Household Income ( MHI) Survey
3) Evaluate Consolidation Feasibility
a. Identify potential facilities within a five- mile radius b. Initiate contact with candidate facility owners
c. Conduct cost- benefit analysis of consolidation construction d. Evaluate organization of restructured water and/ or wastewater system( s) e. Prepare preliminary agreements to participate in facility consolidation f. Evaluate and document ocal Agency Formation Commission ( LAFCO) requirements g. Evaluate governance options
h. Facilitate decision- making process
i. Prepare consolidation commitments ( e. g. board resolution) j. Assist with formation of new entity
4) Conduct Technical, Managerial, and Financial Assessment and Assistance a. Evaluate whether water quality meets regulatory limits ( either through review of existing data or through sampling and analysis)
b. Develop or update policy manual
c. Develop or update financial policy
d. Develop or update budget and projects/ capital improvement and asset management plans
e. Develop or update operations and maintenance plans
f. Determine scope and budget for planning
g. Assist in preparing Drinking Water State Revolving Fund ( DWSRF) and/ or Clean Water State Revolving Fund ( CWSRF) planning financing application h. Provide grant/funding administration
i. Assist in procurement of professional services
c) Planning: The purpose of this task is to conduct or review studies and prepare or review conceptual, pre-, and final designs for the water and/ or wastewater system improvements.

Packet Pg. 369 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

EXHIBIT A— SCOPE OF WORK
1) Conduct Community Outreach
a. Implement outreach strategy
b. Conduct/document community meetings
c. Prepareldistribute communication materials
2) Conduct Detailed Evaluation of Drinking Water Source, and Treatment and Distribution Systems
a. Water quality( raw supply and distribution system)
i. Conduct hydrogeologic and geotechnical evaluations, as appropriate b. Capacity( supply, treatment and storage)
i. Conduct hydrogeologic and geotechnical evaluations, as appropriate c. eak detection and water audits
d. Condition assessment/expected facility life
e. Energy use/ efficiency
3) Identify Needed Water System Improvements
a. Additional source water( surface, ground or recycled) b. Facilities needing retrofitting ( source, treatment, storage, distribution) c. Facilities needing replacement ( source, treatment, storage, distribution) d. New facilities ( source, treatment, storage, distribution) e. Identify and evaluate alternative solutions— consider non- cost and cost benefits and recommend solution( s)
4) Conduct a Detailed Evaluation of Wastewater System
a. Wastewater quality( pre- and post-treatment)
b. Capacity( collection, treatment and disposal)
i. Conduct hydrogeologic and geotechnical evaluations, as appropriate c. Septic to sewer conversions
d. Leak detection
e. Condition assessment/ expected facility life
Packet Pg. 370 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

EXHIBIT A— SCOPE OF WORK
f. Energy use/efficiency
5) Identify Needed Wastewater System Improvements
a. Facilities needing retrofitting ( collection, treatment and disposal) b. Facilities needing replacement( collection, treatment and disposal) c. New facilities ( collection, treatment and disposal) d. Identify and evaluate alternative solutions— consider non- cost and cost benefits and recommend solution
6) Provide Environmental Services
a. Identify strategy to meet environmental requirements ( e. g. CEQA, other) b. Prepare permit applications and reports ( e. g. domestic water supply permit, Report of Waste Discharge, etc.)
7) Provide Design or Design Review Services
a. Conceptual ( 10%) design, cost estimate, and delivery method ( e. g. conventional or design/ build) for selected solution
i. Water supply( e. g. wells or other)
ii. Water treatment
iii. Water distribution
iv. Wastewater collection
v. Wastewater treatment
vi. Effluent disposal
b. Pilot studies
i. Water supply( e. g. wells or other)
ii. Water treatment
iii. Wastewater treatment
iv. Effluent disposal
c. Preliminary( 30%) design ( including engineer' s estimate and supporting drawings, as appropriate)
i. Water supply( e. g. wells or other)
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EXHIBIT A— SCOPE OF WORK
ii. Water treatment
iii. Water distribution
iv. Wastewater collection
v. Wastewater treatment
vi. Effluent disposal
d. Detailed ( 100%) design ( including detailed engineer' s estimate and plans and specifications, as appropriate)
i. Water supply( e.g. wells or other)
ii. Water treatment
iii. Water distribution
iv. Wastewater collection
v. Wastewater treatment
vi. Effiuent disposal
8) Provide Management Support
a. Prepare Request for Proposal ( RFP) for detailed designer( s) or contractor( s) ( depending on delivery method)
b. Provide support during bidding
i. Answer questions during the bid period and prepare addenda ii. Evaluate bids and make recommendation to award
c. Conduct rate study
d. Support Proposition 218 compliance
e. Prepare relevant service, management, operating, or joint powers agreement( s) f. Prepare consolidation agreement( s)
g. Assist in preparing a DWSRF or CWSRF construction funding application h. Prepare resolutions, certifications, and legal opinions d) Construction: The purpose of this task is to oversee construction and commissioning of water system improvements.

Packet Pg. 372 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
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EXHIBIT A— SCOPE OF WORK
1) Conduct Community Outreach
a. Implement outreach strategy
b. Conduct/document community meetings
c. Prepareldistribute communication materials
d. Prepare post- project socio- economic assessment
2) Provide Technical Support
a. Conduct periodic inspections
b. Answer contractor requests for information
c. Review contractor construction schedule
d. Review equipment technical submittals
e. Prepare construction change orders
f. Review contractor pay requests and receive certified payrolls g. Receive certifications of proper installation
h. Review materials and performance testing
i. Schedule operator training by contractor
j. Monitor facility start-up
k. Coordinate completion of record drawings for facilities and locations 3) Provide Managerial Support
a. Update operations and maintenance documentation, as appropriate b. Provide training
c. Perform contract closeout
d. Manage warranty services
e. Prepare emergency response plan
4) Provide Financial Management Support
a. Assist in funding administration
Packet Pg. 373 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
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EXHIBIT A— SCOPE OF WORK
Related technical assistance tasks not specifically listed above, but consistent with the general scope and types of technical assistance described above may be included in a technical assistance Work Plan subject to Division approval.

A. 4 Reporting.
a) Progress Reports. The Recipient shall submit quarterly progress reports to the Grant Manager within thirty( 30) days following the end of the calendar quarter( March, June, September, and December). Progress Reports shall provide a brief description of activities that have occurred, milestones achieved, monitoring results ( if applicable), and any problems encountered in the perFormance of the work under this Agreement during the applicable reporting period. Reporting shall be required even if no grant related activities occurred during the reporting period. The Recipient shall document all activities and expenditures in progress reports, including work performed by contractors. Progress reports must be signed by the Authorized Representative, Project Director, or designee.
b) As Needed Information or Reports. The Recipient agrees to provide expeditiously, during the term of this Agreement, such reports, data, and information as may be reasonably required by the Division, including but not limited to material necessary or appropriate for evaluation of the funding program or to fulfill any reporting requirements of the state or federal government. c) Final Project Summary. At the conclusion of the Project, the Recipient must submit a draft Final Project Summary to the Grant Manager for review and approval. The draft Final Project Summary shall contain a brief summary of the Project, including accomplishments, before and after pictures, as appropriate. The draft Final Project Summary shall be in a format provided by the Grant Manager. Following comments from the Grant Manager, the Recipient shall submit the revised Final Project Summary for review and approval and shall upload an electronic copy of the final Project Summary to the FAAST system.

Packet Pg. 374 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

EXHIBIT B— FUNDING PROVISIONS

6. 1 Project Funding.

Subject to the terms of this Agreement, the State Water Board agrees to provide Project Funds as a grant in the amount of up to seven million and no cents ($ 7, 000, 000).

6. 2 Estimated Reasonable Project Cost.

The estimated reasonable cost of the total Project is seven million and no cents ($ 7, 000, 000).

6. 3 Funding Dates.
a) The Eligible Start Date is September 1, 2016. Otherwise eligible costs incurred prior to this date will not be reimbursed, unless otherwise specified in Exhibit D. b) The Final Disbursement Request Date is September 30, 2021. The Deputy Director of the Division may extend this date for good cause. Extensions may require an amendment to this Agreement. All disbursement requests must be submitted to the Division such that they are received prior to this date. Late disbursement requests will not be honored and remaining amounts will be deobligated.
c) The term of this agreement is from the Start Date on the cover page of this Agreement to the End Date of "^ c+ '' ' nti June 30, 2057.

B. 4 Budget Summary.

LINE ITEM PROJECT FUNDS

TOTAL COSTS
GRANT
Personnel/ S ecific Staff 1, 422, 997 1, 422, 997
Ex enses and Su lies 78, 127 78, 127
S ecial Pur ose E ui ment > 5, 000 0 0
Travel 117, 864 117, 864
Professional and Consultant Services 4, 100, 000 4, 100, 000 Indirect Costs 1, 281, 012 1, 281, 012
TOTA 7, 000, 000 7, 000, 000
B. 5 Budget Flexibility.
a) Subject to the prior review and approval of the Grant Manager, adjustments between existing line item( s) may be used to defray allowable direct costs up to fifteen percent( 15%) of the total amount, including any amendment( s) thereto. Line item adjustments in excess of fifteen percent 15%) require an Agreement amendment.
b) The Recipient may submit a request for an adjustment in writing to the Grant Manager. Such adjustment may not increase or decrease the total grant amount. The Recipient shall submit a copy of the original Agreement Budget sheet reflecting the requested changes and shall note proposed changes by striking out the original amount( s) followed with proposed change( s) in bold and underlined. Budget adjustments deleting a budget line item or adding a new budget line item shall require a formal amendment. The Division may also propose budget adjustments. c) The sum of adjusted line items shall not exceed the total budget amount.

Packet Pg. 375 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
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EXHIBIT B— FUNDING PROVISIONS

6. 6 Disbursement of Project Funds; Availability of Project Funds. a) The State Water Board' s obligation to disburse Project Funds is contingent upon the availability of sufficient funds to permit the disbursements provided for herein. If sufficient funds are not available for any reason, including but not limited to failure of the State government to appropriate funds necessary for disbursement of Project Funds, the State Water Board shall not be obligated to make any disbursements to the Recipient under this Agreement. This provision shall be construed as a condition precedent to the obligation of the State Water Board to make any disbursements under this Agreement. Nothing in this Agreement shall be construed to provide the Recipient with a right of priority for disbursement over any other recipient. If any disbursements due the Recipient under this Agreement are deferred because sufficient funds are unavailable, it is the intention of the State Water Board that such disbursement will be made to the Recipient when sufficient funds do become available, but this intention is not binding. If this Agreement' s funding for any fiscal year is reduced or deleted by the Budget Act, by Executive Order, or by order of the Department of Finance, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an amendment to the Recipient to reflect the reduced amount.
b) Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows:
1) Upon execution and delivery of this Agreement, the Recipient may request disbursement for eligible Project Costs as specified in this Exhibit from the Project Funds through submission to the State Water Board of disbursement requests using the disbursement request form provided by the Grant Manager.
2) Disbursement requests shall contain the following information:
a. The date of the request;
b. The time period covered by the request, i. e., the term " from" and " to"; c. The total amount requested;
d. Documentation of match
e. Original signature and date ( in ink) of RecipienYs Authorized Representative; and, f. The Final Disbursement Request shall be clearly marked " FINAL DISBURSEMENT REQUEST" and shall be submitted NO LATER THAN
September 30, 2021.
3) Requests must be itemized based on the line items specified in the budget in this Exhibit.

Requests must be signed by the Authorized Representative, Project Director, or designee and must be addressed to the Grant Manager as set forth in the Party Contacts section of this Agreement. Requests for disbursement submitted in any other format than the one provided by the State Water Board will cause a request for disbursement to be disputed. In the event of such a dispute, the Grant Manager will notify the Recipient. Payment will not be made until the dispute is resolved and a corrected request submitted. The Grant Manager has the responsibility for approving requests for disbursement. Requests must be complete and executed by the Recipient. Project Costs incurred prior to the Eligible Start Date of this Agreement will not be funded.

Packet Pg. 376 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
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EXHIBIT B— FUNDING PROVISIONS
4) Project Funds must be requested at least quarterly, not more than monthly, for eligible costs incurred during the reporting period of the corresponding Progress Report, describing the activities and expenditures for which the disbursement is being requested. 5) The Recipient agrees that it will not request disbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of disbursement request.

Supporting documentation ( e. g., receipts) must be submitted with each disbursement request. Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed disbursement request.
6) The Recipient may request reimbursement for actual ( not budgeted) indirect costs. This may include reasonable cost of items necessary for the implementation and management of the Project, such as: rent, utilities ( gas electric, water, sewer trash, internet, etc.), janitorial services, reasonable maintenance and repairs, pest control, landscaping, equipment workstation, fax machines, computers, printers, copiers, postage machines, servers, data storage), office supplies ( paper clips, staples, paper, etc.), printing, shipping, shredding, postage, courier service, telephone, document storage, insurance ( general liability, professional liability, workers compensation ( if not already reflected as part of fringe), and support staff( such as procurement services, accounting, information technology, human resources, training and staff development).

Any costs ineligible for reimbursement through this Agreement should be excluded prior to requesting reimbursement. Examples of ineligible costs include: patents or copyrights, bank fees or service charges, taxes, licenses, interest, existing indebtedness, amortization, depreciation, losses, damages or settlements, fines or penalties, fees related to incorporation, costs related to establishment or reorganization, insurance deductibles, lobbying, legal defense or prosecution costs, litigation, advertising, contributions to other nonprofits or events, public relations, marketing, employee appreciation, scholarships or tuition fees, employee relocation, conference attendance, subscriptions or publication fees, membership dues, entertainment, meals, refreshments, alcoholic beverages decorations, childcare or stipends for meeting participants, profit or markup by the grantee, contractor or subcontractor markup fees, auto insurance ( state mileage rates already include compensation for such costs), travel costs non consistent with State travel policies, miscellaneous costs, contingencies, other costs deemed by Grant Manager to be unreasonable, excessive, inappropriate or not related to the purposes of the grant.

It is the Recipient' s responsibility to verify that ineligible costs are not claimed, and to maintain backup documentation and source documents to support indirect cost accounting. All such documentation must be available in the case of an audit. No costs invoiced as part of indirect costs should be included elsewhere as a direct cost. Fringe should be included in personnel.
7) The Recipient will not seek reimbursement of any Project Costs that have been reimbursed from other funding sources.
8) Recipient shall spend Project Funds within 30 days of receipt. Any interest earned on Project Funds shall be reported to the State Water Board and will either be required to be returned to the State Water Board or deducted from future disbursements. In the event that the Recipient fails to disburse Project Funds to contractors or vendors within thirty( 30) days from Packet Pg. 377 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
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EXHIBIT B— FUNDING PROVISIONS
9) receipt of the funds, the Recipient shall immediately return such funds to the State Water Board. Interest shall accrue on such funds from the date of disbursement through the date of mailing of funds to the State Water Board. If the Recipient held such funds in interest- bearing accounts, any interest earned on the funds shall also be due to the State Water Board. 10) Recipient shall request its final disbursement no later than the Final Disbursement Request Date specified herein unless prior approval is granted by the Division. If the Recipient fails to do so, then the undisbursed balance of this Agreement will be deobligated. 11) The Recipient agrees that it will not request a disbursement unless that cost is allowable, reasonable, and allocable.
12) Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner that is in violation of or in conflict with federal or state laws, policies, or regulations.
13) The Recipient agrees that it shall not be entitled to interest earned on undisbursed Project Funds.
14) Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources. These rates may be found at http:// www.calhr.ca.gov/employees/ Paqes/travel- reimbursements. aspx. Reimbursement will be at the State travel and per diem amounts that are current as of the date costs are incurred by the Recipient. No travel outside the State of California shall be reimbursed unless prior written authorization is obtained from the Grant Manager. 15) The Recipient must include any other documents or requests required or allowed under this Agreement.

B. 7 Withholding of Disbursements and Material Violations. a) Notwithstanding any other provision of this Agreement, the Recipient agrees that the State Water Board may retain an amount equal to ten percent ( 10%) of the Project Funds until Project Completion. Any retained amounts due to the Recipient will be promptly disbursed to the Recipient, without interest, upon Project Completion.
b) The State Water Board may withhold all or any portion of the funds provided for by this Agreement in the event that:
1) The Recipient has materially violated, or threatens to materially violate, any term, provision, condition, or commitment of this Agreement; or
2) The Recipient fails to maintain reasonable progress toward Project Completion.

B. 8 Remaining Balance.

In the event the Recipient does not request all of the funds encumbered under this Agreement, any remaining funds revert to the State.

Packet Pg. 378 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
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EXHIBIT B— FUNDING PROVISIONS

6. 9 Fraud and Misuse of Public Funds.

All requests for disbursement submitted shall be accurate and signed under penalty of perjury. Any and all costs submitted pursuant to this Agreement shall only be for the tasks set forth herein. The Recipient shall not submit any invoice containing costs that are ineligible or have been reimbursed from other funding sources unless required and specifically noted as such ( i. e., match costs). Any eligible costs for which the Recipient is seeking reimbursement shall not be reimbursed from any other source. Double or multiple billing for time, services, or any other eligible cost is illegal and constitutes fraud. Any suspected occurrences of fraud, forgery, embezzlement, theft, or any other misuse of public funds may result in suspension of disbursements of Project Funds and/ or termination of this Agreement requiring the repayment of all funds disbursed hereunder. Additionally, the Deputy Director of the Division may request an audit and refer the matter to the Attorney General' s Office or the appropriate district attorney' s office for criminal prosecution or the imposition of civil liability. ( Civ. Code, §§ 1572- 1573; Pen. Code, §§ 470, 489- 490.)
Packet Pg. 379 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
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EXHIBIT C— STANDARD TERMS AND CONDITIONS
C. 1 Accounting and Auditing Standards.

The Recipient must maintain Project accounts according to GAAP. The Recipient shall maintain GAAPcompliant Project accounts, including GAAP requirements relating to the reporting of infrastructure assets.

C. 2 Amendment.

No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral or written understanding or agreement not incorporated in this Agreement is binding on any of the parties.

C. 3 Assignability.

This Agreement is not assignable by the Recipient, either in whole or in part.

C. 4 Audit.
a) The Division, at its option, may call for an audit of financial information relative to the Planning, where the Division determines that an audit is desirable to assure program integrity or where such an audit becomes necessary because of state or federal requirements. Where such an audit is called for, the audit shall be performed by a certified public accountant independent of the Recipient and at the cost of the Recipient. The audit shall be in the form required by the Division. b) Audit disallowances will be returned to the State Water Board. Failure to comply with audit disallowance provisions shall disqualify the Recipient from participating in State Water Board funding programs.

C. 5 [ Reserved]
C. 6 Claims.

Any claim of the Recipient is limited to the rights, remedies, and claims procedures provided to the Recipient under this Agreement.

C. 7 Competitive Bidding
Recipient shall adhere to any applicable state or local ordinance for competitive bidding and applicable labor laws.

If Recipient is a private entity, any construction contracts related in any way to the Planning shall be let by competitive bid procedures that ensure award of such contracts to the lowest responsible bidders.

Recipient shall not award a construction contract until a summary of bids and identification of the selected lowest responsible bidder is submitted to and approved in writing by the Division. Recipient must provide a full explanation if Recipient is proposing to award a construction contract to anyone other than the lowest responsible bidder.

C. 8 Compliance with Law, Regulations, etc.

The Recipient agrees that it will, at all times, comply with and require its contractor and subcontractors to comply with all applicable federal and state laws, rules, guidelines, regulations, and requirements.

Without limitation of the foregoing, the Recipient agrees that, to the extent applicable, the Recipient will:

Packet Pg. 380 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

EXHIBIT C— STANDARD TERMS AND CONDITIONS
a) Comply with the State Water Board' s Policy;
b) Comply with and require compliance with the list of state laws ( cross- cutters) in Section C- 31 of this Agreement.

C. 9 Conflict of Interest.

The Recipient certifies that its owners, officers, directors, agents, representatives, and employees are in compliance, and shall remain compliant through Project Completion, with applicable state and federal conflict of interest laws, including but not limited to laws related to conflict of interest laws related to contracting and procurement.

C. 10 Damages for Breach Affecting Tax-Exempt Status or Federal Compliance.

In the event that any breach of any of the provisions of this Agreement by the Recipient shall result in the loss of tax- exempt status for any bonds of the State or any subdivision or agency thereof, including bonds issued on behalf of the State Water Board, or if such breach shall result in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government by reason of any arbitrage profits, the Recipient shall immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach. In the event that any breach of any of the provisions of this Agreement by the Recipient shall result in the failure of Project Funds to be used pursuant to the provisions of this Agreement, or if such breach shall result in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government, the Recipient shall immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach.

C. 11 Disputes.
a) The Recipient may appeal a staff decision within 30 days to the Deputy Director of the Division or designee, for a final Division decision. The Recipient may appeal a final Division decision to the State Water Board within 30 days. The Office of the Chief Counsel of the State Water Board will prepare a summary of the dispute and make recommendations relative to its final resolution, which will be provided to the State Water Board' s Executive Director and each State Water Board Member. Upon the motion of any State Water Board Member, the State Water Board will review and resolve the dispute in the manner determined by the State Water Board. Should the State Water Board determine not to review the final Division decision, this decision will represent a final agency action on the dispute.
b) This clause does not preclude consideration of legal questions, provided that nothing herein shall be construed to make final the decision of the State Water Board, or any official or representative thereof, on any question of law.
c) Recipient shall continue with the responsibilities under this Agreement during any dispute.

C. 12 Financial Management System and Standards.

The Recipient agrees to comply with federal standards for financial management systems. The Recipient agrees that, at a minimum, its fiscal control and accounting procedures will be sufficient to permit preparation of reports required by the federal or state government and tracking of Project Funds to a level Packet Pg. 381 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
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EXHIBIT C— STANDARD TERMS AND CONDITIONS
of expenditure adequate to establish that such funds have not been used in violation of federal or state law or the terms of this Agreement.

C. 13 Governing Law.

This Agreement is governed by and shall be interpreted in accordance with the laws of the State of California.

C. 14 Income Restrictions.

The Recipient agrees that any refunds, rebates, credits, or other amounts ( including any interest thereon) accruing to or received by the Recipient under this Agreement shall be paid by the Recipient to the State, to the extent that they are properly allocable to costs for which the Recipient has been reimbursed by the State under this Agreement.

C. 15 Indemnification and State Reviews.

The parties agree that review or approval of Project documents by the State Water Board is for administrative purposes only, including conformity with application and eligibility criteria, and expressly not for the purposes of design defect review or construction feasibility, and does not relieve the Recipient of its responsibility to engage in proper planning. To the extent permitted by law, the Recipient agrees to indemnify, defend, and hold harmless the State Water Board, and its officers, employees, and agents collectively, " Indemnified Persons"), against any loss or liability arising out of any claim or action brought against any indemnified Persons from and against any and all losses, claims, damages, liabilities, or expenses, of every conceivable kind, character, and nature whatsoever arising out of, resulting from, or in any way connected with ( 1) the Project or the conditions, occupancy, use, possession, conduct, or management of, work done in or about, or the planning, design, acquisition, installation, or construction, of the Project or any part thereof; ( 2) the carrying out of any of the transactions contemplated by this Agreement or any related document; ( 3) any violation of any applicable law, rule or regulation, any environmental law ( including, without limitation, the Federal Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the California Hazardous Substance Account Act, the Federal Water Pollution Control Act, the Clean Air Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Safe Drinking Water Act, the California Hazardous Waste Control Law, and California Water Code Section 13304, and any successors to said laws), rule or regulation or the release of any toxic substance on or near the System; or( 4) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements required to be stated therein, in light of the circumstances under which they were made, not misleading with respect to any information provided by the Recipient for use in any disclosure document utilized in connection with any of the transactions contemplated by this Agreement. To the fullest extent permitted by law, the Recipient agrees to pay and discharge any judgment or award entered or made against Indemnified Persons with respect to any such claim or action, and any settlement, compromise or other voluntary resolution. The provisions of this section shall survive the term of this Agreement and the discharge of the Recipient' s Obligation hereunder.

C. 16 Independent Actor.

The Recipient, and its agents and employees, if any, in the performance of this Agreement, shall act in an independent capacity and not as officers, employees, or agents of the State Water Board.

Packet Pg. 382 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

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EXHIBIT C— STANDARD TERMS AND CONDITIONS
C. 17 Integration.

This Agreement is the complete and final Agreement between the parties.

C. 18 Non- Discrimination Clause.
a) During the performance of this Agreement, Recipient and its contractors and subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, sexual orientation, physical disability( including HIV and AIDS), mental disability, medical condition cancer), age ( over 40), marital status, denial of family care leave, or genetic information, gender, gender identity, gender expression, or military and veteran status. b) The Recipient, its contractors, and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.
c) The Recipient, its contractors, and subcontractors shall comply with the provisions of the Fair Employment and Housing Act and the applicable regulations promulgated thereunder. ( Gov.

Code, § 12990, subds. ( a)-( f) et seq.; Cal. Code Regs., tit. 2, § 7285 et seq.) Such regulations are incorporated into this Agreement by reference and made a part hereof as if set forth in full. d) The Recipient, its contractors, and subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
e) The Recipient shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.

C. 19 No Third Party Rights.

The parties to this Agreement do not create rights in, or grant remedies to, any third party as a beneficiary of this Agreement, or of any duty, covenant, obligation, or undertaking established herein.

C. 20 [ Reservedj
C. 21 Other Assistance.

If funding for Project Costs is made available to the Recipient from sources other than this Agreement, the Recipient shall immediately notify the Grant Manager.

C. 22 Permits, Contracting, Disqualification.

The Recipient shall comply in all material respects with all applicable federal, state and local laws, rules and regulations. Recipient shall procure all permits, licenses and other authorizations necessary to accomplish the work contemplated in this Agreement, pay all charges and fees, and give all notices necessary and incidental to the due and lawful prosecution of the work.

For any work related to this Agreement, the Recipient shall not contract with any individual or organization on the State Water Board' s List of Disqualified Businesses and Persons that is identified as debarred or suspended or otherwise excluded from or ineligible for participation in any work overseen, directed, Packet Pg. 383 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
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EXHIBIT C— STANDARD TERMS AND CONDITIONS
funded, or administered by the State Water Board program for which funding under this Agreement is authorized. The State Water Board' s List of Disqualified Businesses and Persons is located at http:// www. waterboards. ca. gov/ water issues/ programs/ ustcf/ dbp. shtml.

C. 23 Public Records.

The Recipient acknowledges that, except for a subset of information regarding archaeological records, the Project records and locations are public records, including but not limited to all of the submissions accompanying the application, all of the documents incorporated by reference into this Agreement, and all reports, disbursement requests, and supporting documentation submitted hereunder.

C. 24 Prevailing Wages.

The Recipient agrees to be bound by all applicable provisions of State Labor Code regarding prevailing wages. The Recipient shall monitor all agreements subject to reimbursement from this Agreement to ensure that the prevailing wage provisions of the State Labor Code are being met.

C. 25 Professionals.

The Recipient agrees that only professionals with valid licenses in the State of California will be used to perform services under this Agreement where such services are called for. All technical reports required pursuant to this Agreement that involve planning, investigation, evaluation, or design, or other word requiring interpretation and proper appiication of engineering or geologic sciences shall be prepared by or under the direction of persons registered to practice in California. All technical reports must contain the statement of the qualifications of the responsible registered professional( s). Technical reports must bear the signature( s) and seal( s) of the registered professional( s) in a manner such that all work can be clearly attributed to the professional responsible for the work.

Any contractors, outside associates, or consultants required by the Recipient in connection with the services covered by this Agreement shall be limited to such individuals or firms as were specifically identified and agreed to during negotiations for this Agreement, if any, or as are specifically accepted in writing by the Grant Manager during the performance of this Agreement.

C. 26 Public Funding.

This Project is publicly funded. Any service provider or contractor with which the Recipient contracts must not have any role or relationship with the Recipient, that, in effect, substantially limits the RecipienYs ability to exercise its rights, including cancellation rights, under the contract, based on all the facts and circumstances.

C. 27 Recipient' s Responsibility for Work.

The Recipient shall be responsible for all work and for persons or entities engaged in work performed pursuant to this Agreement, including, but not limited to, contractors, subcontractors, suppliers, and providers of services. The Recipient shall be responsible for any and all disputes arising out of its contracts for work on the Project. The State Water Board will not mediate disputes between the Recipient and any other entity concerning responsibility for performance of work.

Packet Pg. 384 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

EXHIBIT C— STANDARD TERMS AND CONDITIONS
C. 28 Records.

Without limitation of the requirement to maintain Project accounts in accordance with GAAP, the Recipient agrees to:
a) Establish an official file for the Project which shall adequately document all significant actions relative to the Project;
b) Establish separate accounts which will adequately and accurately depict all amounts received and expended on the Project, including all assistance funds received under this Agreement; c) Establish separate accounts which will adequately depict all income received which is attributable to the Project, specifically including any income attributable to assistance funds disbursed under this Agreement;
d) Establish an accounting system which will accurately depict final total costs of the Project, including both direct and indirect costs;
e) Establish such accounts and maintain such records as may be necessary for the State to fulfill federal reporting requirements, including any and all reporting requirements under federal tax statutes or regulations; and
f) If Force Account is used by the Recipient for the Project, accounts will be established which reasonably document all employee hours charged to the Project and the associated tasks performed by each employee.
g) Maintain separate books, records and other material relative to the Project. h) Retain such books, records, and other material for itself and for each contractor or subcontractor who performed work on this Project for a minimum of thirty-six ( 36) years after Work Completion.

The Recipient shall require that such books, records, and other material be subject at all reasonable times ( at a minimum during normal business hours) to inspection, copying, and audit by the State Water Board, the Bureau of State Audits, the Internal Revenue Service, the Governor, or any authorized representatives of the aforementioned, and shall allow interviews during normal business hours of any employees who might reasonably have information related to such records. The Recipient agrees to include a similar right regarding audit, interviews, and records retention in any subcontract related to the perFormance of this Agreement. The provisions of this section shall survive the term of this Agreement.

C. 29 Related Litigation.

A Recipient is prohibited from using funds from any disbursement under this Agreement to pay costs associated with any litigation the Recipient pursues. Regardless of whether the Project or any eventual construction project is the subject of litigation, the Recipient agrees to complete the Project funded by the Agreement or to repay all Project Funds plus interest to the State Water Board.

C. 30 Rights in Data.

The Recipient agrees that all data, plans, drawings, specifications, reports, computer programs, operating manuals, notes, and other written or graphic work produced in the performance of this Agreement are subject to the rights of the State as set forth in this section. The State shall have the right to reproduce, Packet Pg. 385 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

EXHIBIT C— STANDARD TERMS AND CONDITIONS
publish, and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Recipient may copyright the same, except that, as to any work which is copyrighted by the Recipient, the State reserves a royalty- free, nonexclusive, and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so, and to receive electronic copies from the Recipient upon request.

C. 31 State Cross- Cutter Compliance.

Recipient represents and certifies that, to the extent applicable, it is in compliance with the following conditions precedent and agrees that it will continue to maintain compliance during the term of this Agreement:
a) State Water Board' s Drought Emergency Water Conservation regulations. Title 23, article 22. 5 of the California Code of Regulations. The Recipient will include a discussion of its implementation in Progress Reports submitted pursuant to this Agreement. b) California Environmental Quality Act( CEQA). Implementation and construction activities must comply with CEQA and potentially other environmental review requirements, including the National Environmental Policy Act( NEPA). Proceeding with work subject to CEQA and/or NEPA without environmental clearance by the State Water Board shall constitute a breach of a material provision of this Agreement. If Technical Assistance work implemented per this Agreement will include ground disturbing activities ( such as test wells, boreholes) implemented for the purposes of information collection, and proposed in an area( s) with potential for environmental impacts including riparian habitat, wetland, endangered species habitat or sensitive cultural resources areas), the Recipient shall notify the Grant Manager of the nature and scope of such work and receive approval to proceed prior to commencing ground disturbing activities. c) Water Code section 5103, subdivision ( e)( 2)( A). If Recipient is a water diverter, Recipient must maintain compliance by submitting monthly diversion reports to the Division of Water Rights of the State Water Resources Control Board.
d) abor Code sections 1725. 5 and 1771. 1. To bid for public works contracts, Recipient acknowledges that Recipient and RecipienYs subcontractors must register with the Department of Industrial Relations.
e) Water Code sections 526 and 527. If Recipient is an urban water supplier as defined by Water Code, it shall have complied and maintain compliance with sections 526 and 527 of the Water Code relating to installation of ineters and volumetric charging. f) Urban Water Management Planning Act( Water Code, § 10610 et seq.). If Recipient is an " urban water supplier" as defined by Water Code section 10617, the Recipient certifies that it has submitted an Urban Water Management Plan that has been deemed complete by the Department of Water Resources and is in compliance with that plan. This shall constitute a condition precedent to this Agreement.
g) Urban Water Demand Management Water Code section 10631. 5, subdivision ( a)( 1). If Recipient is an " urban water supplier" as defined by Water Code section 10617, Recipient certifies that it is implementing water demand management measures approved by the Department of Water Resources.

Packet Pg. 386 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

EXHIBIT C— STANDARD TERMS AND CONDITIONS
h} Delta Plan Consistency Findings. Water Code section 85225 and California Code of Regulations, title 23, section 5002. If Recipient is a state or local public agency and the proposed action is covered by the Delta Plan, Recipient will submit a certification of project consistency with the Delta Plan to the Delta Stewardship Council prior to undertaking the implementation/ construction project associated with this Project.
i) Agricultural Water Management Plan Consistency. A Recipient that is an agricultural water supplier as defined by section 10608. 12 of the Water Code must comply with the Agricultural Water Management Planning Act. ( Wat. Code, § 10800 et seq.) j) Charter City Project abor Requirements. abor Code section 1782 and Public Contract Code section 2503:
1) Prevailing Wage
Where Recipient is a charter city or a joint powers authority that includes a charter city, Recipient certifies that no charter provision nor ordinance authorizes a construction project contractor not to comply with Labor Code' s prevailing wage rate requirements, nor, within the prior two years ( starting from January 1, 2015 or after) has the city awarded a public works contract without requiring the contractor to comply with such wage rate requirements according to Labor Code section 1782. 2) Labor Agreements
Where Recipient is a charter city or a joint powers authority that includes a charter city, Recipient certifies that no charter provision, initiative, or ordinance limits or constrains the city's authority or discretion to adopt, require, or utilize project labor agreements that include all the taxpayer protection antidiscrimination provisions of Public Contract Code section 2500 in construction projects, and that Recipient is accordingly eligible for state funding or financial assistance pursuant to Public Contract Code section 2503.

C. 32 State Water Board Action; Costs and Attorney Fees.

The Recipient agrees that any remedy provided in this Agreement is in addition to and not in derogation of any other legal or equitable remedy available to the State Water Board as a result of breach of this Agreement by the Recipient, whether such breach occurs before or after completion of the Project, and exercise of any remedy provided by this Agreement by the State Water Board shall not preclude the State Water Board from pursuing any legal remedy or right which would otherwise be available. In the event of litigation between the parties hereto arising from this Agreement, it is agreed that each party shall bear its own costs and attorney fees.

C. 33 Termination; Immediate Acceleration; Interest.
a) This Agreement may be terminated at any time prior to the End Date set forth on the cover and in Exhibit B, at the option of the State Water Board, upon violation by the Recipient of any material provision of this Agreement after such violation has been called to the attention of the Recipient and after failure of the Recipient to bring itself into compliance with the provisions of this Agreement within a reasonable time as established by the Division.

Packet Pg. 387 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

EXHIBIT C— STANDARD TERMS AND CONDITIONS
b) In the event of such termination, the Recipient agrees, upon demand, to immediately repay to the State Water Board an amount equal to Project Funds disbursed hereunder, accrued interest, penalty assessments, and Additional Payments. In the event of termination, interest shall accrue on all amounts due at the highest legal rate of interest from the date that notice of termination is mailed to the Recipient to the date all monies due have been received by the State Water Board.

C. 34 Timeliness.

Time is of the essence in this Agreement.

C. 35 Unenforceable Provision.

In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

C. 36 Venue.

The State Water Board and the Recipient hereby agree that any action arising out of this Agreement shall be filed and maintained in the Superior Court in and for the County of Sacramento, California.

C. 37 Waiver and Rights of the State Water Board.

Any waiver of rights by the State Water Board with respect to a default or other matter arising under the Agreement at any time shall not be considered a waiver of rights with respect to any other default or matter.

Any rights and remedies of the State Water Board provided for in this Agreement are in addition to any other rights and remedies provided by law.

Packet Pg. 388 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main) University Enterprises, Inc.

CalStars Agreement No. D1612806
Fi$ Cal Aqreement No. SWRCBOOOOOOOOOOD161280600
Amendment No. 1

EXHIBIT D— SPECIAL CONDITIONS
Recipient acknowledges and agrees to the following special conditions:

None
Packet Pg. 389 Attachment: Previous Staff Report 11-7-23 (4.11(f)--Award BN No. 5551 Cascade Racquet Club MWC Water Main)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize and approve an increase in the amount of $150,000 to the Redding Regional Airport Passenger Terminal Parking Lot Reconstruction Project, Bid Schedule No. 5614 (Job No. 9944), to complete unforeseen issues identified during construction bringing the construction contingency cost total to $318,000.

Fiscal Impact
The Redding Regional Airport Passenger Terminal Parking Lot Reconstruction Project (Project) is being funded by a loan from the Risk Management Fund to the City of Redding (City) Airports Division’s Enterprise Fund for the Project in the amount of $1.5 million. The $150,000 cost increase will bring the total project costs amount to be $1,448,360 which is within the original approved budget for the project of $1,500,000. There is no impact to the General Fund with the requested action.

Current Authorized Requested Increase Newly Authorized
Project Development $115,000 $0 $115,000
Contract $835,360 $0 $835,360
Contingency $168,000 $150,000 $318,000
Construction Management $155,000 $0 $155,000
City Manager Funds $25,000 $0 $25,000
Total $1,298,360 $150,000 $1,448,360
MEETING DATE: October 7, 2025
ITEM NO. 4.11(g)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(g)--Approve Increase to Project Costs for Redding Regional Airport Passenger Terminal Parking Lot Reconstruction Project
Michael Webb, Public Works
Director
Packet Pg. 390
Report to Redding City Council October 2, 2025
Re: 4.11(g)--Increase to Project Budget for RDD Airport Parking Lot Reconstruction Page 2 Alternative Action
The City Council (Council) may choose not to approve the request and provide alternative direction to staff.

Background/Analysis
This project involves removing the existing concrete islands and trees, grinding and overlaying the passenger, employee and rental car parking lots. In addition, new irrigation, trees and landscaping will be installed. The work is being completed while the airport is closed for construction due to Redding Regional Airport Runway Project. The work window to complete the noted parking lots must be completed and open to the public by October 20, 2025.

During the course of construction, unforeseen conditions warranted changes such as, irrigation additions to connect the new system to the existing system, irrigation sleeves under roadways for future expansion, additional concrete curbs and gutter, additional tree removal, private utility locating, and additional infrastructure needed for the new license plate reader system warranted changes to meet the projects intent.

Additionally, it was the projects intent to perform a two-inch grind of the existing three-inch thick asphalt concrete which would have left approximately one-inch of asphalt remaining to place a new two-inch layer of asphalt concrete within the parking lot areas. During the grinding operations, it was found that the original asphalt concrete parking lots were only two-inches thick. Due to existing conditions, and to maintain the project's original intent of achieving a final three-inch asphalt concrete thickness for a longer-lasting parking lot, additional contingency funds are required to cover the cost of the change order, as well as any additional unforeseen conditions that may arise during the remainder of the project There are currently insufficient funds available in the project’s budget to complete the work. The funding increase to the project is imperative in order to complete the work as originally intended.

Environmental Review
Previously, the project was determined to have no potential to have a significant effect on the environment – reference Staff Report 080425. Increasing project funding is not a project as defined by the California Environmental Quality Act, and thus no further action is required.

Council Priority/City Manager Goals
• This is a routine operational item.

Attachments
Previous Staff Report - August 4, 2025, item 4.11(e)
Packet Pg. 391

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize the following actions relative to Bid Schedule No. 5614 (Job No. 9944), Redding Regional Airport Passenger Terminal Parking Lot Reconstruction Project:
(1) Award to Tullis, Inc., in the amount of $835,360;
(2) Approve $155,000 to cover the cost of administration and inspection fees; (3) Approve $115,000 for project development costs;
(4) Approve $168,000 to provide construction contingency funding; (5) Authorize the City Manager, or designee, to approve additional increases in either the construction management or construction contingency amounts up to a total of $25,000; and
(6) Find that the project is categorically exempt from review under the California Environmental Quality Act Guidelines, pursuant to Section 15301 – Existing Facilities.

Fiscal Impact
On June 3, 2025, City Council (Council) approved a loan from the Risk Management Fund to the Airports Division Enterprise Fund for the Redding Regional Airport Passenger Terminal Parking Lot Reconstruction Project (Project) in the amount of $1.5 million. Project cost components are based on estimates, and adjustments may be necessary to reallocate funds and ensure the project remains within the approved budget.

Cost Summary
Item Estimated
Project Development Costs $ 115,000
Construction Contract + Contingency $ 1,003,360
Contract Administration, Inspection, Testing $ 155,000
Additional City Manager Authority $ 25,000
Total Project Costs $ 1,298,360
Project Budget $ 1,500,000
MEETING DATE: August 4, 2025
ITEM NO. 4.11(e)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(e)--Award Bid Schedule No. 5614 (Job No. 9944) Redding Regional Airport Passenger Terminal Parking Lot Reconstruction Project Michael Webb, Public Works
Director

APPROVED
Packet Pg. 392 Attachment: Previous Staff Report - August 4, 2025, item 4.11(e) (4.11(g)--Increase to Project Budget for RDD Airport Parking Lot Report to Redding City Council July 30, 2025
Re: 4.11(e)--Award Bid Schedule No. 5614 Redding Regional Airport Passenger Terminal Parking Lot Page 2
Alternative Action
The Council may choose not to award the project or provide alternate direction to staff. If the project does not move forward, the parking lot will continue to deteriorate and ongoing maintenance will be required.

Background/Analysis
This project involves removing the existing concrete islands and trees, grinding and overlaying the passenger parking lot, employee parking lot and rental car parking lot. In addition, new irrigation, trees and landscaping will be installed.

Attached is a tabulation of the bids opened on July 24, 2025. The low bid in the amount of $835,360 was received from Tullis, Inc. of Redding. The engineer’s estimate for the project was $949,557. Total project development costs for this project are estimated to be $115,000. Project development costs include engineering, surveying, and environmental.

Environmental Review
Staff has determined that the project is categorically exempt from environmental review under the California Environmental Quality Act Guidelines, per Section 15301 – Existing Facilities.

Class 1 exemptions include the minor alteration of existing public structures and facilities, involving negligible or no expansion of use. The project will be located within the existing airport parking lot and will result in a negligible expansion of use. The action area has been reviewed and it does not have significant values for wildlife habitat or other environmental resources. The project has no potential to have a significant effect on the environment.

Council Priority/City Manager Goals
• This agenda item is a routine operational item.

Attachments
^Location Map
^Notice of Exemption
^Bid Tab
Previous Staff Report - 052025
Previous Staff Report 060325

APPROVED
Packet Pg. 393 Attachment: Previous Staff Report - August 4, 2025, item 4.11(e) (4.11(g)--Increase to Project Budget for RDD Airport Parking Lot

AMIGO WAY MUNI BLVD

TORO WAY WOODRUM CIR

THUNDERBIRD DR

FAIRLANE DR AIRPORT RD MUNI BLVD

KNIGHTON RD

LOCKHEED DR AIRPORT RD

CITY OF REDDING

LOCATION MAP

EXHIBIT A

PUBLIC WORKS

DEPARTMENT

LOCATION

PROJECT

REDDING AIRPORT PARKING LOT
RESURFACING PROJECT X:\Projects\Redding Municipal Airport Parking Lot Resurfacing Project\Design\Plans\Drawings\Redding Airport Parking Resurfacing Project.dwg, 10/25/2024 7:47:06 AM

APPROVED
Packet Pg. 394 Attachment: Previous Staff Report - August 4, 2025, item 4.11(e) (4.11(g)--Increase to Project Budget for RDD Airport Parking Lot APPROVED Packet Pg. 395
Attachment: Previous Staff Report - August 4, 2025, item 4.11(e) (4.11(g)--Increase to Project Budget for RDD Airport Parking Lot BID TABULATION FOR:

Redding Regional Airport Passenger Terminal Parking Lot Reconstruction Bid Schedule No.: 5614

ENGINEER'S EST
7/24/2025 UNIT UNIT UNIT

ITEM DESCRIPTION UNIT QTY PRICE TOTAL PRICE TOTAL PRICE TOTAL 1 Traffic Control LS 1 $50,000.00 $50,000.00 $30,000.00 $30,000.00 $40,000.00 $40,000.00 2 Prepare Storm Water Pollution LS 1 $2,500.00 $2,500.00 $3,875.00 $3,875.00 $4,500.00 $4,500.00 3 Implement Storm Water Pollution LS 1 $15,000.00 $15,000.00 $6,000.00 $6,000.00 $29,750.00 $29,750.00 4 Excavation (Unclassified) CY 497 $75.00 $37,275.00 $250.00 $124,250.00 $89.00 $44,233.00 5 Asphalt Concrete Ton 2231 $185.00 $412,735.00 $150.00 $334,650.00 $146.00 $325,726.00 6 Aggregate Base CY 366 $85.00 $31,110.00 $125.00 $45,750.00 $129.00 $47,214.00 7 Cold Mill AC (2") SY 18610 $7.00 $130,270.00 $4.50 $83,745.00 $4.50 $83,745.00 8 Sidewalk (4" pcc) SF 237 $15.00 $3,555.00 $16.00 $3,792.00 $25.55 $6,055.35 9 Sidewalk (6" pcc) SF 190 $20.00 $3,800.00 $18.00 $3,420.00 $25.25 $4,797.50 10 Curb and Gutter (6") LF 69 $65.00 $4,485.00 $36.00 $2,484.00 $109.00 $7,521.00 11 Concrete Curb Ramp SF 144 $25.00 $3,600.00 $21.00 $3,024.00 $38.60 $5,558.40 12 Concrete Curb LF 476 $55.00 $26,180.00 $29.00 $13,804.00 $81.50 $38,794.00 13 Remove Concrete SF 485 $12.00 $5,820.00 $15.00 $7,275.00 $3.00 $1,455.00 14 Remove Concrete (2' Deep) EA 12 $400.00 $4,800.00 $200.00 $2,400.00 $290.00 $3,480.00 15 Pavement Marking (Paint) SF 2450 $7.00 $17,150.00 $5.35 $13,107.50 $6.30 $15,435.00 16 Traffic Stripe (4" Paint) LF 10555 $2.00 $21,110.00 $1.70 $17,943.50 $2.73 $28,815.15 17 Install Sign EA 7 $1,000.00 $7,000.00 $470.00 $3,290.00 $450.00 $3,150.00 18 Wheel Stop EA 7 $225.00 $1,575.00 $150.00 $1,050.00 $157.00 $1,099.00 19 Remove Tree EA 29 $725.00 $21,025.00 $1,000.00 $29,000.00 $2,000.00 $58,000.00 20 Remove Keypad Gate Opener LS 1 $2,500.00 $2,500.00 $500.00 $500.00 $900.00 $900.00 21 Landscaping and Irrigation LS 1 $55,000.00 $55,000.00 $48,500.00 $48,500.00 $74,000.00 $74,000.00 22 Adjust Manhole EA 2 $2,000.00 $4,000.00 $2,500.00 $5,000.00 $750.00 $1,500.00 23 Adjust Valve EA 5 $1,500.00 $7,500.00 $2,500.00 $12,500.00 $600.00 $3,000.00 24 Adjust Sanitary Sewer Rodhole EA 1 $1,500.00 $1,500.00 $2,500.00 $2,500.00 $600.00 $600.00 25 Adjust Sanitary Sewer Cleanout EA 2 $1,500.00 $3,000.00 $2,500.00 $5,000.00 $500.00 $1,000.00 26 Adjust Water Meter EA 1 $1,200.00 $1,200.00 $2,500.00 $2,500.00 $250.00 $250.00 27 Conduit (2" PVC) LF 750 $100.00 $75,000.00 $40.00 $30,000.00 $68.00 $51,000.00 TOTAL - CONTRACT ITEMS $948,690.00 $835,360.00 $881,578.40 Tullis, Inc. Sunrise Excavating

APPROVED
Packet Pg. 396 Attachment: Previous Staff Report - August 4, 2025, item 4.11(e) (4.11(g)--Increase to Project Budget for BID TABULATION FOR:

Redding Regional Airport Passenger Terminal Parking Lo
Bid Schedule No.: 5614
7/24/2025

ITEM DESCRIPTION UNIT QTY
1 Traffic Control LS 1
2 Prepare Storm Water Pollution LS 1
3 Implement Storm Water Pollution LS 1
4 Excavation (Unclassified) CY 497
5 Asphalt Concrete Ton 2231
6 Aggregate Base CY 366
7 Cold Mill AC (2") SY 18610
8 Sidewalk (4" pcc) SF 237
9 Sidewalk (6" pcc) SF 190
10 Curb and Gutter (6") LF 69
11 Concrete Curb Ramp SF 144
12 Concrete Curb LF 476
13 Remove Concrete SF 485
14 Remove Concrete (2' Deep) EA 12
15 Pavement Marking (Paint) SF 2450
16 Traffic Stripe (4" Paint) LF 10555
17 Install Sign EA 7
18 Wheel Stop EA 7
19 Remove Tree EA 29
20 Remove Keypad Gate Opener LS 1
21 Landscaping and Irrigation LS 1
22 Adjust Manhole EA 2
23 Adjust Valve EA 5
24 Adjust Sanitary Sewer Rodhole EA 1
25 Adjust Sanitary Sewer Cleanout EA 2
26 Adjust Water Meter EA 1
27 Conduit (2" PVC) LF 750

TOTAL - CONTRACT ITEMS
Average

UNIT UNIT UNIT

PRICE TOTAL PRICE TOTAL PRICE
$79,640.00 $79,640.00 $143,519.00 $143,519.00 $73,289.75 $1,500.00 $1,500.00 $930.00 $930.00 $2,701.25
$2,500.00 $2,500.00 $10,802.00 $10,802.00 $12,263.00
$134.00 $66,598.00 $116.00 $57,652.00 $147.25
$144.00 $321,264.00 $149.00 $332,419.00 $147.25
$243.00 $88,938.00 $133.00 $48,678.00 $157.50
$2.50 $46,525.00 $4.50 $83,745.00 $4.00
$24.00 $5,688.00 $67.00 $15,879.00 $33.14
$30.00 $5,700.00 $79.00 $15,010.00 $38.06
$115.00 $7,935.00 $113.00 $7,797.00 $93.25
$84.00 $12,096.00 $100.00 $14,400.00 $60.90
$49.00 $23,324.00 $111.00 $52,836.00 $67.63
$19.00 $9,215.00 $31.00 $15,035.00 $17.00
$302.00 $3,624.00 $3,910.00 $46,920.00 $1,175.50
$5.35 $13,107.50 $6.00 $14,700.00 $5.75
$1.70 $17,943.50 $2.60 $27,443.00 $2.18
$470.00 $3,290.00 $595.00 $4,165.00 $496.25
$150.00 $1,050.00 $150.00 $1,050.00 $151.75
$1,455.00 $42,195.00 $1,685.00 $48,865.00 $1,535.00
$3,815.00 $3,815.00 $1,387.00 $1,387.00 $1,650.50
$95,000.00 $95,000.00 $72,500.00 $72,500.00 $72,500.00
$1,100.00 $2,200.00 $2,620.00 $5,240.00 $1,742.50
$1,100.00 $5,500.00 $1,118.00 $5,590.00 $1,329.50
$1,100.00 $1,100.00 $2,691.00 $2,691.00 $1,722.75
$1,100.00 $2,200.00 $1,841.00 $3,682.00 $1,485.25
$1,100.00 $1,100.00 $1,342.00 $1,342.00 $1,298.00
$65.00 $48,750.00 $74.00 $55,500.00 $61.75
Average Bid
$911,798.00 $1,089,777.00 $929,628.35
S. T. Rhoades
Construction, Inc. J. F.Shea Construction, Inc

APPROVED
Packet Pg. 397 Attachment: Previous Staff Report - August 4, 2025, item 4.11(e) (4.11(g)--Increase to Project Budget for

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize the City Manager, or designee, to issue a loan between the City of Redding General Fund and the Airports Division Enterprise Fund in order to fund the Redding Regional Airport Passenger Terminal Parking Lot Reconstruction Project in an amount not to exceed $1.5 million – the loan will be amortized annually over a 10-year term at the averaged pooled cash rate with annual payments of $145,325 and a projected balloon payment of $355,000.

Fiscal Impact
If approved, the City Manager would issue a loan to the Airports Division’s Enterprise Fund from the General Fund in the amount of $1.5 million. As proposed, the Airports Division would make annual payments of $145,325 for a 10-year term at the average pooled cash rate at the time of the loan with an anticipated balloon payment of $355,000. At the end of the term, the balloon payment will be analyzed based on Airports Division revenues and a refinance of the balloon payment will be presented to City Council (Council) for consideration.

Alternative Action
Council may choose not to authorize the City Manager to issue the loan and provide staff alternate direction.

Background/Analysis
The Redding Regional Airport (RDD) Passenger Terminal Parking Lot is in overall poor condition due to wear and tear from increased passenger traffic and its lack of eligibility for preservation or rehabilitation funding from traditional airport grant funding sources. The Airports Division has utilized operating funds to initiate the design for the parking lot reconstruction and is requesting a City of Redding (City) General Fund loan to enable the project to proceed in fall 2025 concurrent with the Runway Rehabilitation project in order to minimize further disruptions MEETING DATE: May 20, 2025
ITEM NO. 4.2(b)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.2(b)--Authorize Loan between City of Redding General Fund and Airports Division Enterprise Fund
Steve Bade, Assistant City
Manager

APPROVED
Packet Pg. 398 Attachment: Previous Staff Report - August 4, 2025, item 4.11(e) (4.11(g)--Increase to Project Budget for RDD Airport Parking Lot Report to Redding City Council May 14, 2025
Re: 4.2(b)‐‐Authorize Loan between City General Fund and Airports Enterprise Funds Page 2

to RDD customers. Parking lots are typically difficult for small and medium airports to maintain because of the overall costs, disruption to services, and lack of eligibility for federal and state grant funding for airports.

The Airports Division contracts with a parking management company to operate the paid parking areas which generate a significant portion of airport revenues. Rental car parking and employee parking are not part of this oversight. As part of the City’s Master Fee Schedule update, the Airports Division is proposing an increase to the parking lot daily rates from $10 per day to $12 per day which will be used towards the financing costs associated with the proposed loan.

In addition, the parking lot concession agreement is due for renegotiation and the Airports Division anticipates receiving more favorable concession rates from the operator which would further increase revenues from paid parking. As part of the design for the reconstruction, the Airports Division has also incorporated infrastructure updates to enable the airport or its parking operator to install and utilize license plate reader technology to enhance the security of the parking lot and ensure the highest effective capture rate of parking revenues. There are no current plans to make changes to short-term parking rate, which is currently free for the first four hours in order to facilitate public access to airport concessionaires such as the restaurant operated by a private party.

Environmental Review
This activity, internal loan negotiation and execution, is not a project as defined by the California Environmental Quality Act (CEQA). If funded, the parking lot reconstruction project will be reviewed for compliance with CEQA. No further action is required at this time.

Council Priority/City Manager Goals
 Budget and Financial Management – “Achieve balanced and stable 10-year Financial Plans for all funds.”

APPROVED
Packet Pg. 399 Attachment: Previous Staff Report - August 4, 2025, item 4.11(e) (4.11(g)--Increase to Project Budget for RDD Airport Parking Lot

CITY OF REDDING

REPORT TO THE CITY COUNCIL
MEETING DATE: June 3, 2025 FROM: Steve Bade, Assistant City ITElVI NO. 4. 2( b) Manager
APPROVED BY***
sbade@cityofredding. org
t v , s r 5,f2712C?`?
btippin@cityofredding. org
SUBJECT: 4. 2( b)-- Authorize Loan between City of Redding Risk Management Reserve and Ai orts Division Ente rise Fund
Recommendation
Authorize the City Manager, or designee, to issue a loan between the City of Redding' s Risk Nlanagement Reserve and the Airports Division' s Enterprise Fund in order to fund the Redding Regional Airport Passenger Terminal Parking Lot Reconstruction Project in an amount not- toexceed $ 1. 5 million — the loan will be amortized annually over a 10- year term at the averaged pooled cash rate with annual payments of $ 132, 670, and a projected balloon payment in the amount of$ 500, 000.

Fiscal Impact
If approved, the City Manager would issue a loan to the Airports Division' s Enterprise Fund from the Risk Management Reserve in the amount of $ 1. 5 million. As proposed, the Airports Division would make annual payments of$ 132, 6' 70 for a 10- year term at the average pooled cash rate at the time of the loan with an anticipated balloon payment of$ 500, 000. At the end of the term, the balloon payment will be analyzed based on Airports Division revenues and a refmance of the balloon payment will be presented to City Council ( Council) for consideration.

Alternative Action
Council may choose not to authorize the City Manager to issue the loan and provide staff alternate direction.

Backg ound/Analysis
The Redding Regional Airport ( RDD) Passenger Terminal Parking Lot is in overall poor condition due to wear and tear from increased passenger traffic and its lack of eligibility for preservation or rehabilitation funding from traditional airport grant funding sources, The Airports Division has utilized operating funds to initiate the design for the parking lot reconstruction and is reguesting a City of Redding ( City) General Fund loan to enable the project to proceed in fa11

APPROVED
Packet Pg. 400 Attachment: Previous Staff Report - August 4, 2025, item 4.11(e) (4.11(g)--Increase to Project Budget for RDD Airport Parking Lot Report to Redding City Council May 27,Z025
Re: 4.2( b)-- Authorize Loan between City Risk Management Reserve and Airports Enterprise Funds Page 2
2025 concurrent with the Runway Rehabilitation project in order to minimize further disruptions to RDD customers. Parking lots are typically difficult for small and medium airports to maintain because of the overall costs, disruption to services, and ] ack of eligibility for federal and state grant funding for airports.

The Airports Division contracts with a parking management company to operate the paid parking areas which generate a significant portion of airport revenues. Rental car parking and employee parking are not part of this oversight. As part of the City' s Master Fee Schedule update, the Airports Division is proposing an increase to the parking lot daily rates from $ 10 per day to $ 12 per day which will be used towards the financing costs associated with the proposed loan.

In addition, the parking lot concession agreement is due for renegotiation and the Airports Division anticipates receiving more favorable concession rates from the operator which would further increase revenues from paid parking. As part of the design for the reconstruction, the Airports Division has also incorporated infrastructure updates to enable the airport or its parking operator to install and utilize license plate reader technology to enhance the security of the parking lot and ensure the highest effective capture rate of parking revenues. There are no current plans to make changes to short- term parking rate, which is currently free for the rst four hours in order to facilitate public access to airport concessionaires such as the restaurant operated by a private party.

Environmental Review
This aetivity, internal loan negotiation and execution, is not a project as defined by the California Environmental Quality Act ( CEQA). Tf funded, the parking lot reconstruction project will be reviewed for compliance with CEQA. No further action is required at this time.

Council PrioNity/ City ManageN Goals
Budget and Financial Management — " Achieve balanced and stable 10- year Financial Plans for all funds."

APPROVED
Packet Pg. 401 Attachment: Previous Staff Report - August 4, 2025, item 4.11(e) (4.11(g)--Increase to Project Budget for RDD Airport Parking Lot

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Adopt Resolution approving and adopting the 13th Amendment to City Budget Resolution No. 2025-049 appropriating $550,000 to Stillwater Business Park infrastructure and transferring $2,890,000 of property proceeds from General Capital Projects Fund to the General Fund.

Fiscal Impact
The $550,000 requested is specifically for Stillwater Business Park’s roadway infrastructure and is funded by the Citywide Transportation Impact Fee Program, which has adequate funding.

Including the net proceeds from the Amazon property sale ($2,396,210), there currently is $2,991,767 in the City’s Capital Projects General Fund cash. As outlined in Council Policy 1901 Disposition of City-Owned Real Property, Section Q, these funds should be deposited in the General Fund. The subject resolution will move all the cash available in the Capital Projects General Fund to the General Fund for a total of $2,890,000, which leaves approximately $102,000 for future unforeseen expenses and will not require a transfer from the General Fund.

Alternative Action
The City Council (Council) may choose not to adopt the budget resolution appropriating $550,000 from the Citywide Transportation Impact Fee Program. However, without this funding, the City of Redding (City) will be unable to complete the roadway to the southern bridge, limiting access to the remaining parcels and potentially hindering economic development opportunities.

Council could also choose not to transfer the revenue generated from the sale of property into the General Fund. This would keep the funding inside the General Capital Projects Fund for future uses and Council could decide to move it at a future date.

MEETING DATE: October 7, 2025
ITEM NO. 9.1(d)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 9.1(d)--Consider Resolution approving the transfer of funds into the City of Redding General Fund.

Jason Gibilisco, Management
Assistant to the City Manager
Packet Pg. 402
Report to Redding City Council October 2, 2025
Re: 9.1(d)--Adopt budget resolution & approve transfer of revenue to the general fund Page 2 Background/Analysis
City staff has been working to extend Venture Parkway in Stillwater Business Park to the Southern bridge, located just south of Parcel 16. The City is currently in contract with Dokken Engineering Inc., and Stantec Consulting Services, Inc., to provide engineering services and environmental services in Stillwater Business Park.

The current funding allocated for the planning and construction of Venture Parkway is nearing depletion. With the addition of Amazon and open escrow for other parcels, we have expedited the need to extend the road in Stillwater Business Park and have received new inquiries from interested businesses. The funds requested will be utilized for the following:
• Right-of-way acquisition along Fig Tree Lane;
• Traffic Study update;
• Dokken Engineering Inc., design contract amendment;
• Environmental studies that include California Environmental Quality Act (CEQA), mitigation, permitting for the extension and Road B (shared road for Parcels 1 & 2); and
• Staff and miscellaneous costs associated with the above.

Currently the roadway and infrastructure end at Parcel 12 which leaves Parcel 13-16 without the necessary roadway and infrastructure. The City needs to continue moving forward to complete the roadway and infrastructure for future tenants.

As proposed, this will allow City staff and contractors to continue working until we receive confirmation from the U.S. Economic Development Administration on the grant submission approved by Council on June 3, 2025. We are currently in escrow for the sale of Parcels 12, 14 and 15, and must continue advancing the planning of the roadway construction to ensure its completion for future buyers.

The funds received from Amazon and other property sales have accumulated to $2,991,767.

Property proceeds related to the City’s General Fund are typically deposited into the General Capital Projects Fund. These proceeds are technically part of the General Fund as outlined in Council Policy 1901, Section Q. Over the years, placing the proceeds in the General Capital Projects Fund has given Council an opportunity to consider options with the funds and priorities for potential one time uses and/or placing the money in the General Fund.

Currently there is a large need for future funds at the Stillwater Business Park. There are multiple properties currently in negotiation and those proceeds will have a similar decision as the current monies held in the General Capital Projects Fund. The future improvements at the Stillwater Business Park to finish the park will be funded through a variety of funding mechanisms, therefore, staff believes the current best use of the monies in the General Capital Projects Fund is to move the funds to the General Fund until the future funding to finish the Stillwater Business Park is identified at which time any funds required of the General Fund will be identified. This could require a transfer from the General Fund to match grants, and/or contribute funds that are not covered by another source.

Environmental Review
This activity is not a project as defined by the California Environmental Quality Act or National Packet Pg. 403
Report to Redding City Council October 2, 2025
Re: 9.1(d)--Adopt budget resolution & approve transfer of revenue to the general fund Page 3 Environmental Policy Act, and no further action is required. Approval of the budget resolution will allow the consultants to continue the necessary environmental and traffic studies, permitting, and project design.

Council Priority/City Manager Goals
• Economic Development – “Facilitate and become a catalyst for economic development in Redding to create jobs, retain current businesses and attract new ones, and encourage investment in the community.”
Attachments
^Resolution
^Stillwater Business Park Map
April 5, 2022 Consulting and Professional Services Staff Report Phase II April 18, 2023 Stillwater Phase II Roadway Project
November 16, 2021 Stillwater Business Park Phase 2 Infrastructure Improvement Project Packet Pg. 404
RESOLUTION NO. 2025 - ___

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING AND ADOPTING THE 13TH AMENDMENT TO CITY BUDGET RESOLUTION NO. 2025-049 APPROPRIATING $550,000 FOR STILLWATER

BUSINESS PARK INFRASTRUCTURE AND TRANSFER OF PROPERTY

PROCEEDS FROM CAPITAL PROJECTS GENERAL FUND TO GENERAL FUND FOR FISCAL YEAR 2025-26

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF REDDING THAT Budget Resolution No. 2025-049 be and is hereby amended as follows:

FUND DIVISION DESCRIPTION INCREASE DECREASE
151 1691 Traffic Impact Fees $550,000
THAT account titles and numbers requiring adjustments by this Resolution are as follows:

USE SOURCE

OF FUNDS OF FUNDS
Decrease (Increase) Fund Balance
103-1095-2910000-00000 Capital Projects General Fund $ 493,790 101-1099-2910000-00000 General Fund $ (2,890,000)
151-1691-2910000-00000 Development/Construction Fund $ 550,000 Increase (Decrease) Revenue
103-1095-3581450-00000 Transfer to General Fund Non Departmental $ (2,890,000) 103-1095-3741003-00000 Sale of City Property $ 2,396,210 101-1099-3572200-00000 Transfer From Capital Project General Fund $ 2,890,000 Increase Expenditures
151-1691-7700002-00000 Infrastructure $ 550,000
Total $ 550,000 $ 550,000
THAT the purpose is to appropriate $550,000 for Stillwater Business Park Infrastructure and transfer of property proceeds from Capital Projects General Fund to General Fund for fiscal year 2025-26.

I HEREBY CERTIFY that the foregoing Resolution was introduced at a regular meeting of the City Council of the City of Redding on the 7th day of October, 2025, and was duly adopted at said meeting by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

JACK MUNNS, Mayor
ATTEST: FORM APPROVAL:

SHARLENE TIPTON, City Clerk CHRISTIAN M. CURTIS, City Attorney Packet Pg. 405 Attachment: ^Resolution (9.1(d)--Adopt budget resolution & approve transfer of revenue to the general fund) Packet Pg. 406 Attachment: ^Resolution (9.1(d)--Adopt budget resolution & approve transfer of revenue to the general fund) Airport Rd
Old Oregon Trl
Venture Pkwy
Lockheed Dr
Rancho Rd
Nordona Ln
Amigo Way
Desperado Trl
Knighton Rd
Municipal Blvd
Toro Way
Electro Way
Meadow View Dr
Flight Ave
Devere Dr
Winona Way
Shasta View Dr
Avtech Pkwy
Mill Ln
Venture Pkwy
Muir Peak Rd
Parcel 13

35.0 Ac.

Available
Parcel 4

29.0 Ac.

SOLD
Parcel 11A

35.0 Ac.

SOLD
Parcel 11B-1

34.1 Ac.

SOLD
Parcel 12

25.4 Ac.

ESCROW
Parcel 14

22.5 Ac.

ESCROW
Parcel 7

16.8 Ac.

SOLD
Parcel 5

15.0 Ac.

SOLD
Parcel 11B-2

22.8 Ac.

Available
Parcel 15

7.9 Ac.

ESCROW
Parcel 1

12.4 Ac.

Available
Parcel 9

10.0 Ac.

Available
Parcel 8

7.5 Ac.

Available
Parcel 10

6.9 Ac.

Available
Parcel 3

5.3 Ac.

SOLD
Parcel 16

5.3 Ac.

Available
Parcel 6B

5.0 Ac.

Available
Parcel 6A

3.7 Ac.

SOLD
Parcel 2

3.3 Ac.

Available
Print Date: March 25, 2025
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Parcel 3: Pace Engineering
Parcel 4: Beneficial Insectary
Parcel 5: Mass Energy
Parcel 6A: Frito Lay
Parcel 7: Cool Valley Holdings
Parcel 11A: Cal Fire
Parcel 11B-1: Amazon
Parcel 12: ESCROW
Parcel 14: ESCROW
Parcel 15: ESCROW
Parcel Ownership:

Packet Pg. 407 Attachment: ^Stillwater Business Park Map (9.1(d)--Adopt budget resolution & approve transfer of revenue to the general fund)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize the following actions relative to Request for Proposals (RFP) No. 5264, to provide engineering and right of way services for the Stillwater Business Park Phase 2 Projects:
(1) Award to Dokken Engineering Inc. in an amount not to exceed $857,370; (2) Authorize the Mayor to execute the Consultant and Professional Services Contract with Dokken Engineering Inc.; and
(3) Authorize the City Manager to approve contract amendments not to exceed $90,000.

Fiscal Impact
The required professional services to prepare the project for construction is estimated to be roughly $1,500,000 including staff time and right of way. Preliminary construction costs are estimated to be $16,500,000 depending on timing and phases of work completed. On November 16, 2021, the City Council (Council) budgeted adequate funds for the Stillwater Business Park Phase 2 project development costs, and the budgeted amount is sufficient to cover the costs for the proposed professional services agreement.

Alternative Action
The Council may choose not to award the contract for this project. This alternative would require staff to reprioritize several City of Redding (City) capital improvement projects to reallocate resources to complete plans and specifications for the project. This would delay other important City projects. In addition, it would require staff to obtain a consultant to assist with right of way acquisitions which could delay this project.

MEETING DATE: April 5, 2022
ITEM NO. 4.11(c)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(c)--Award Request for Proposals No. 5264 and Authorize Execution of Consulting and Professional Services Contract for the Engineering Services for the Stillwater Business Park Phase (2) Two Projects
Chuck Aukland, Public
Works Director
Packet Pg. 408 Attachment: April 5, 2022 Consulting and Professional Services Staff Report Phase II (9.1(d)--Adopt budget resolution & approve transfer of Report to Redding City Council March 30, 2022
Re: 4.11(c)--Award RFP No. 5264 for Stillwater Business Park Phase Two Page 2 Background
On November 16, 2021, the Council approved funding for project development and consultant support services to continue the necessary infrastructure, road extension, and utility work for the Stillwater Business Park. Staff developed a Request for Proposal (RFP) to obtain consultant support services related to project development including but not limited to surveys, design, and right of way acquisitions with appraisals for the remainder of the Stillwater Business Park improvements. The design work will include road construction, wet and dry utility installation, c o n s t r u c t i o n o f storm drains and street lights, and other miscellaneous items to complete improvements to Venture Parkway from Rancho Road through the south end of the park to Fig Tree Lane concluding at the intersection of Fig Tree Lane and Airport Road. The work will include widening projects along Rancho Road and Fig Tree Lane and intersection improvements that may include Rancho Road/Airport Road and also Fig Tree Lane/Airport Road.

Consultant Selection Process
A review and selection panel was formed consisting of three members from the Public Works Engineering Division. The panel’s evaluation was based on the RFP selection criteria below and the consultants’ abilities and qualifications to perform all phases of the engineering and right of way services that will be required.

Two proposals, including design fees in sealed envelopes, were received on February 3, 2022.

The panel members evaluated and scored each proposal based on the consultants’ understanding of the project/scope, team experience with similar types of projects and with City projects, qualifications of the project team, project approach, project schedule, and geographic location of the project team. The panel ranked the firms based on their scores as follows:

Firm Rank
Dokken Engineering Inc. 1
GHD 2
Applying the evaluation criteria to the proposals scoring, it was the opinion of the selection panel that Dokken Engineering, Inc., (Dokken) was the most qualified team to provide the required services. In general, this opinion is based on Dokken’s:
• Excellent understanding of the project scope;
• Familiarity with City projects and its required procedures; • Successful delivery of other complicated City projects; and • Qualification and experience of the right of way appraisal and acquisitions team.

Upon ranking Dokken as the top firm based on qualifications, its sealed fee envelope was opened. Dokken’s proposed fee was $857,370. Staff believes this fee is reasonable for the proposed scope of services. Staff believes that Dokken is the most qualified team to provide the required design services and recommends that the Council authorize recommendations listed herein, including award to Dokken for an amount not-to-exceed $857,370.

This agreement has been approved to form by the City Attorney.

Packet Pg. 409 Attachment: April 5, 2022 Consulting and Professional Services Staff Report Phase II (9.1(d)--Adopt budget resolution & approve transfer of Report to Redding City Council March 30, 2022
Re: 4.11(c)--Award RFP No. 5264 for Stillwater Business Park Phase Two Page 3 Council Priority/City Manager Goals
• Government of the 21st Century – “Be relevant and proactive to the opportunities and challenges of today’s residents and workforce. Anticipate the future to make better decisions today.”
• Economic Development – “Facilitate and become a catalyst for economic development in Redding to create jobs, retain current businesses and attract new ones, and encourage investment in the community.”
Attachments
Location Map
11-16-21 Staff Report (available online)
Agreement (available online)
Packet Pg. 410 Attachment: April 5, 2022 Consulting and Professional Services Staff Report Phase II (9.1(d)--Adopt budget resolution & approve transfer of

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Approve and authorize the Mayor to execute the Fourth Amendment to Consulting and Professional Services Contract (C-9021) with Stantec Consulting Services, Inc. (Stantec), in the amount of $32,735.40, for a total not-to-exceed fee of $224,464.40, for environmental services for the Stillwater Business Park Phase 2 Roadway Project; and authorize the City Manager to approve future contract amendments up to $30,000.

Fiscal Impact
The Stillwater Business Park Phase 2 Project is being funded by the General Fund. On November 16, 2021, the City Council (Council) approved Budget Resolution 2021-078 in the amount of $1,500,000 to fund ongoing project development costs. To date, Stillwater Business Park property sales are in excess of $2 million, which will sufficiently cover the projected cost of this amendment. The funding source for the construction of the necessary improvements has not yet been determined.

Alternative Action
The Council may choose to not to approve the amendment for Consulting and Professional Services Contract (C-9021) with Stantec and provide staff with alternative direction. Without these studies, the project would not comply with guidelines set forth in the California Environmental Quality Act (CEQA) or the National Environmental Policy Act (NEPA), and the project would not fulfill its obligation of providing a completed business park to its tenants.

Background/Analysis
The City is responsible for infrastructure improvements at Stillwater Business Park (Park), including street lights, paving, landscaping, and utility installation. At the mid-year budget review in February 2021, the Council approved an allocation of $500,000 out of the proceeds from land sales to fund the design of the infrastructure improvements at the Park.

MEETING DATE: April 18, 2023
ITEM NO. 4.11(d)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021) for the Stillwater Business Park Phase II Roadway Project Chuck Aukland, Public
Works Director
Packet Pg. 411 Attachment: April 18, 2023 Stillwater Phase II Roadway Project (9.1(d)--Adopt budget resolution & approve transfer of revenue to the general Report to Redding City Council April 12, 2023
Re: 4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021) Page 2
In November 2021, the Council adopted a Resolution approving and adopting the 19th Amendment to City of Redding Budget Resolution No. 2021-078, appropriating $1,500,000 for consultant costs related to project development, including but not limited to surveys, design, environmental clearance, and right of way acquisitions with appraisals for the remainder of the improvements. To date, property sales are in excess of $2 million. A budget resolution to allocate funding from the proceeds of the property sales will be presented to the Council for approval at a future meeting.

An environmental service contract was executed with Stantec in 2021. Stantec was selected from the Engineering On-Call Consultant List, and the contract cost was anticipated to remain below the $200,000 limit; however, during the course of field studies, potential habitat for a federally listed species was found. This discovery requires the City to perform protocol level surveys and prepare a technical report addressing any potential impact. This documentation is required for compliance with NEPA and to satisfy the regulatory agency permit requirements. This documentation will also be needed to obtain any available federal grant funds for the project.

Staff recommends approval of the contract amendment so the environmental studies can continue forward to completion. Due to the complex nature of consultation and permitting, staff also recommends the Council authorize the City Manager to approve future contract amendments up to $30,000.

The amendment has been approved as to form by the City Attorney.

Environmental Review
This activity is not a project as defined by CEQA or NEPA, and no further action is required.

Approval of the contract amendment will allow the consultants to continue the technical environmental studies necessary for project compliance with CEQA and NEPA.

Council Priority/City Manager Goals
This is a routine operational item.

Attachments
4th Amendment C-9021
3rd Amendment C-9021
2nd Amendment C-9021
1st Amendment C-9021
Agreement C-9021
Previous Staff Report 8-3-2021
Previous Staff Report 11-16-2021
Packet Pg. 412 Attachment: April 18, 2023 Stillwater Phase II Roadway Project (9.1(d)--Adopt budget resolution & approve transfer of revenue to the general

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize staff to develop a Request for Proposal for the design of infrastructure improvements for the Stillwater Business Park Phase 2 Project; and adopt Resolution approving and adopting the 19th Amendment to City of Redding Budget Resolution No. 2021-078 appropriating $1,500,000 for said purpose.

Fiscal Impact
The Stillwater Business Park Phase 2 Project is being funded by the General Fund. The attached budget resolution in the amount of $1,500,000 will fund ongoing project development costs for this project to ensure delivery timelines for prospective tenants. The General Fund has previous property sales to cover $650,000 of the projected cost, while the remaining amount is expected to be realized through near term property sales. The funding source of the construction of the necessary improvements has not yet been determined.

Alternative Action
The City Council (Council) may choose to not authorize funding for the design of Stillwater Business Park Phase 2 Project and provide staff with alternative direction. Without this project, the City of Redding (City) will not fulfill its obligation of providing a completed business park to its tenants. As developer, the City is responsible for providing adequate roadways, utilities, and various other infrastructure improvements to ensure the business park is useable for current and future tenants.

MEETING DATE: November 16, 2021
ITEM NO. 4.11(g)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(g)--Stillwater Business Park Phase 2 Infrastructure Improvement Project Chuck Aukland, Public
Works Director
Packet Pg. 413 Attachment: November 16, 2021 Stillwater Business Park Phase 2 Infrastructure Improvement Project (9.1(d)--Adopt budget resolution & Report to Redding City Council November 12, 2021
Re: 4.11(g)--Stillwater Business Park Phase 2 Infrastructure Improvement Project Page 2 Background/Analysis
The City is responsible for infrastructure improvements at Stillwater Business Park, including street lights, paving, landscaping, and utility installation. At the mid-year budget review in February 2021, the Council approved an allocation of $500,000 out of the proceeds from land sales to fund the design of the infrastructure improvements at the Park.

In August 2021, the Council approved the appropriation of $150,000 for the construction bid for Phase 1C of this project that included the installation of street lighting on Venture Parkway from the Stillwater Business Park entrance at Old Oregon Trail through the east side of the northerly Stillwater Creek Bridge.

To continue the necessary road extension and utility work, staff is recommending an increase in project budget funds from the General Fund Capital Project Fund in the amount of $1,500,000.

This additional allocation is needed for staff and consultant costs related to project development including but not limited to surveys, design, environmental clearance, and right of way acquisitions with appraisals for the remainder of the improvements. The design work will include road construction, wet and dry utility installation, storm drains, street lights and other miscellaneous items to complete improvements to Venture Parkway from Rancho Road through the south end of the park to Fig Tree Lane concluding at the intersection of Fig Tree Lane and Airport Road. The work will include widening projects along Rancho Road and Fig Tree Lane and intersection improvements that may include Rancho Road/Airport Road and also Fig Tree Lane/Airport Road.

With the sale of additional lots, the improvements which were halted need to resume in order to adhere to what was intended with the development of the park. This additional allocation will be funded with property sales receipts. Property sales in this fiscal year are in excess of $900,000, and it is anticipated that this fiscal year will see an additional $3 million in proceeds from additional land transactions. Additional work on the park will be budgeted for completion in the coming months.

Council Priority/City Manager Goals
• Public Safety – “Work to improve all aspects of public safety to help people feel secure and safe where they live, work, and play in the City of Redding.” • Economic Development – “Facilitate and become a catalyst for economic development in Redding to create jobs, retain current businesses and attract new ones, and encourage investment in the community.”
Attachments
Resolution
Vicinity Map Exhibit 1
Previous Staff Reports - 08-03-21 and 02-16-21 (available online) Packet Pg. 414 Attachment: November 16, 2021 Stillwater Business Park Phase 2 Infrastructure Improvement Project (9.1(d)--Adopt budget resolution &

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Informational item only.

MEETING DATE: October 7, 2025
ITEM NO. 9.2(b)
FROM:
***APPROVED BY***
[email protected]
[email protected]
SUBJECT: 9.2(b)--Oral report from the Airports Manager providing a City of Redding Airports Division update.

Steve Bade, Interim City
Manager
Packet Pg. 415

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize and approve the following:
(1) Authorize the City Manager to negotiate a Host Venue Agreement (Agreement) with World Triathlon Corporation to hold an event in the City of Redding in August 2026, August 2027, and August 2028;
(2) Accept the Letter of Commitment of Financial Support for the duration of the Agreement from Choose Redding;
(3) Authorize the City Manager to negotiate a Partnership Agreement with Choose Redding and upon City Attorney approval, execute the Partnership Agreement; and (4) Conditioned upon City Attorney approval, authorize the Mayor to execute the Host Venue Agreement.

Fiscal Impact
The fiscal impact of the City of Redding (City) entering into a Host Venue Agreement (Agreement) with World Triathlon Corporation (WTC) for a three-year term is unknown.

However, pursuant to the agreement, the host city is tasked to provide a number of support services specifically identified in the Agreement’s Exhibit C. We plan to coordinate efforts to complete this additional work with Choose Redding through a Partnership Agreement and other local agencies.

As a number of City departments will be involved with the event, the City’s associated cost to host requires further detailed analysis by staff. A complete event analysis and the projected fiscal impact will be included with the mid-year budget amendments. It should be noted, based on similar events held in other communities, it is projected that the sales tax and transient oriented taxes generated from the event will exceed City staff costs associated with event operations.

MEETING DATE: October 7, 2025
ITEM NO. 9.2(c)
FROM:
***APPROVED BY***
[email protected]
[email protected]
SUBJECT: 9.2(c)--Consider agreement with World Triathlon Corporation to host triathlon events
Steve Bade, Interim City
Manager
Packet Pg. 416
Report to Redding City Council October 2, 2025
Re: 9.2(c)--Host Venue Agreement with World Triathlon Corporation Page 2 Choose Redding has committed financial support for the three-year term at a minimum of $200,000 annually (see Commitment Letter attached).

Alternative Action
The City Council (Council) could choose not to authorize the agreement and provide staff with alternate direction.

Background/Analysis
In September 2025, Choose Redding Lodging hosted a tour for representatives from World Triathlon Corporation to gauge if the area surrounding the City would be a good location to host an IRONMAN 70.3 branded endurance triathlon (Race). On September 18, 2025, Choose Redding contacted the City to announce that WTC chose the Redding area for a three-year term with the first event scheduled for August 2026 with subsequent events in August 2027 and August 2028.

A draft agreement is currently being reviewed by staff that sets forth the expectations for both parties – WTC and the City, which is identified as the host/lead entity. As stated above, the host is tasked with a number of obligations that include support services; personnel; security; facilities; event coordination; permitting assistance; communications; parking; and in-kind services. Pursuant to the agreement, there are a number of tasks that are out of the City’s services, such as complimentary hotel rooms; ambulance and medical services; concessions; infrastructure equipment for electricity and lighting; lavatories; shuttles; and volunteers. To address these other services, staff is proposing to negotiate a third-party partnership agreement with Choose Redding.

Beyond the City’s and Choose Redding’s commitments, staff has connected with Shasta County, the California Department of Transportation, National Park Service, Redding Chamber of Commerce and Visit Redding to introduce the event and gather initial support. To date, all groups are generally supportive; willing to assist; and starting to analyze the impacts and feasibility of the event.

Environmental Review
This is not a project as defined under the California Environmental Quality Act, and no further action is required.

Council Priority/City Manager Goals
• Economic Development – “Facilitate and become a catalyst for economic development in Redding to create jobs, retain current businesses and attract new ones, and encourage investment in the community.”
Attachments
^Choose Redding -Letter of Commitment to Financial Support for WTC DRAFT Host Venue Agreement WTC 2026-2028
Packet Pg. 417
Packet Pg. 418
Attachment: ^Choose Redding -Letter of Commitment to Financial Support for WTC (9.2(c)--Host Venue Agreement with World Triathlon

HOST VENUE AGREEMENT
IRONMAN® 70.3® NORTHERN CALIFORNIA (2026-2028)
Confidential Agreement
This Host Venue Agreement (this “Agreement”) is made as of ________________, 2025 (the “Effective Date”) by and between WORLD TRIATHLON CORPORATION, a Florida corporation (“WTC”) and the host party indicated below (“Host”). WTC and Host are sometimes referred to herein individually as “Party” and collectively as “Parties.” HOST:

CITY OF REDDING
Address: 777 Cypress Avenue, Redding, CA 96001
Attn: Steve Bade, Assistant City Manager
Email: [email protected]
Legal Notices Email:[email protected]
Location(s): REDDING, CALIFORNIA (the “Venue”)
Race(s)/Event:

In each Race Year (defined below), WTC shall be responsible for operating, in and around the Venue, an IRONMAN® 70.3®-branded endurance triathlon (comprising, subject to cancellation of any part thereof due to weather conditions or other reasons, a 1.2-mile swim, 56-mile bicycle ride, and 13.1-mile run) (the “Race”) and performing certain administrative, operational, and sales and marketing functions related thereto (collectively, and together with the Race and any additional races added under Item B-1(d), an “Event”).

Official Name of
Event:

The official name of the Event will be IRONMAN® 70.3® NORTHERN CALIFORNIA. WTC may elect to add the name of a “title” sponsor and/or “presenting” sponsor to the official name of the Event (e.g., “[Title Sponsor] IRONMAN® 70.3® NORTHERN CALIFORNIA, presented by [Presenting Sponsor]”).

Race Date(s)
The Race each year of the Term will occur on the following applicable dates (each, a “Race Date”):
• 2026 Race Date: August 16, 2026
• 2027 Race Date: August 15, 2027
• 2028 Race Date: August 13, 2028
Term of
Agreement:

This Agreement is effective beginning on the Effective Date, and will continue in effect until the date that is thirty (30) days after the 2028 Event, unless this Agreement is sooner terminated in accordance with the terms of this Agreement (the “Term”).

Annual Payment: With respect to each Event, Host shall, under the terms of Exhibit A, pay WTC the amounts stated in Exhibit A (each, an “Annual Payment”).

Host Support
Services:

Host shall timely provide to WTC (or, as the case may be, shall timely provide for WTC’s benefit), the services, equipment, value in-kind, personnel, and other items set forth in Exhibit C (collectively, the “Host Support Services”) for each Event.

Sponsorship &
Expo Vendor
Referrals:

Host shall not grant or sell sponsorships, official designations, Expo space, or any other rights at or in connection with the Event to any third parties.

Sponsorship
Benefits:

WTC shall provide Host with a sponsorship benefits package (for use solely by Host) to include Expo booth space, signage (advertising only the Host) at certain locations along the Race course, placement of Host’s logo on all public Event-related printed material produced by WTC, and placement of Host’s logo and Host’s banner advertisements on the Event Website.

Hospitality
Package; Race
Entries:

Should the Event include VIP/Hospitality packages, WTC shall provide Host with a hospitality package (for use solely by Host) to include twenty-five (25) complimentary sponsor hospitality passes for the Event for use by Host’s employees and representatives, which passes grant access to certain selective benefits at the Event (not all Events may offer a full suite of hospitality benefits).

Packet Pg. 419 Attachment: DRAFT Host Venue Agreement WTC 2026-2028 (9.2(c)--Host Venue Agreement with World Triathlon Corporation) HOST VENUE AGREEMENT- Page 2 of 21
Confidential Agreement
Additionally, WTC shall provide Host with ten (10) complimentary race entries (i.e., to participate as an age-group athlete) for the Event for use by Host subject to the terms of this Agreement. Each race entry is only for the specific race and specific year, and cannot be used for, or deferred for, entry in any other race or the designated race in a later year.

WTC reserves the right to deny the use by any specific individual(s) of any race entries or hospitality passes.

Additional Terms: The following exhibits, attached hereto, contain additional terms of this Agreement: Exhibit D (regarding intellectual property rights); and Exhibit E (general terms).

The Parties have executed and delivered this Agreement as of the Effective Date.

WTC:

WORLD TRIATHLON CORPORATION
HOST:

CITY OF REDDING
By: ______________________________
Name: SHANE FACTEAU
Title: COO
By: _______________________________
Name: JACK MUNNS
Title: MAYOR
Packet Pg. 420 Attachment: DRAFT Host Venue Agreement WTC 2026-2028 (9.2(c)--Host Venue Agreement with World Triathlon Corporation) HOST VENUE AGREEMENT- Page 3 of 21
Confidential Agreement

EXHIBIT A
Annual Payments;
Wire Transfer Instructions
Regarding the Event
for Race Year
Annual Payment to be paid
by Host to WTC
Annual Payment
Due Date
2026 $200,000.00 January 1, 2026
2027 $210,000.00 January 1, 2027
2028 $220,500.00 January 1, 2028
Time is of the essence with respect to each such payment. All payments to WTC that are required or contemplated under this Agreement must be made in immediately available U.S. dollars via the following wire transfer instructions:

Bank Name: Bank of America, NY NY
Routing Number: 026009593
Account Name: World Triathlon Corporation
Account Number: 898052297785
SWIFT Code: BOFAUS3N
[HOST TO INSERT] Host’s billing contact information:
• Contact Name: ____________________________
• Email address: _____________________________
• Telephone number: _________________________
WTC will not change payment instructions and/or banking details by e-mail communication. If Host receives an e-mail from WTC requesting that Host wire or otherwise transfer funds, Host must confirm the request and any corresponding instruction(s) by telephone with WTC before Host initiates any transfer. Please confirm the request by calling WTC’s Accounts Receivable Department at (813) 327- 5613. WTC will not be responsible for any funds wired to an incorrect account. * * * * * *
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Confidential Agreement

EXHIBIT B
Event Specifics
B-1. General.
a. Authorization; Ownership. Host authorizes WTC to prepare and conduct an Event in and around the Venue during each year of the Term (each, a “Race Year”). WTC is and will be the owner of each Event and nothing herein constitutes a license by WTC to Host or to any third party to establish or operate any Event or Race.
b. Name. When referring to any Event, Host shall (and shall use reasonable efforts to cause relevant third parties to) at all times use such official name of the Event (including mention of the official title sponsor, if any, and the official presenting sponsor, if any). c. Event Changes. WTC may in its reasonable discretion, in order to improve any Event, institute changes in the implementation or structure of such Event; provided, however, that no material change may be made to any previously confirmed location or venue(s) without the prior written consent of both Parties.
d. Additional Races. WTC shall have the option to conduct, as part of any or all Events, a WTCowned 5K Fun Run and/or a 5150TM, IRONKIDS® and/or IRON GIRL® triathlon, duathlon, or run contemporaneously (e.g., during the same weekend) with the Race. WTC may create additional, race-specific logos for any such additional races conducted, and such logos will be subject to the same restrictions applicable to the Event Logo (as defined in Exhibit D) under this Agreement. e. World Championship Entries. With respect to certain eligible top finishers of the Race, WTC will award non-transferable qualifying slots for entry in the applicable IRONMAN 70.3 World Championship (“Championship Slots”). The number of Championship Slots applicable to each Race will be determined by WTC in its sole discretion, and may change each year.

B-2. Certain Obligations of Host.
a. Host Support Services. Unless otherwise expressly agreed to in this Agreement, Host shall provide the Host Support Services at Host’s own cost. Host Support Services may be modified from time to time by WTC in its reasonable discretion, provided that no such change (i) results in any material additional cost or expense to Host or (ii) requires Host to do anything Host is not authorized, or does not have legal jurisdiction, to do or cause to be done. b. Compliance with Law. In connection with each Event and Host’s performance of its obligations under this Agreement, Host shall comply with all applicable laws, rules, and regulations. c. Operational Aspects. In order to facilitate proper and timely planning, implementing, and conducting of each Event by WTC, Host shall, and shall cause each of its representatives, agents, and contractors to, follow instructions, solely regarding Event-related operational or technical issues, from WTC or any third party designated by WTC.
d. Intellectual Property of WTC. Except with respect to the Event Logo (the use of which by Host being subject to Exhibit D), Host shall not, without WTC’s prior written consent, use any intellectual property rights of WTC, including without limitation the Ironman®, 70.3®, Iron Girl®, IRONKIDS®, Velothon®, Cape Epic®, 5150®, and Rock ‘n’ Roll® marks and names, the “M-Dot” logo, and the “K-Dot” logo. Host shall promptly inform WTC of any possible misuse or infringement by any person or entity of the Event Logo or any other intellectual property of WTC.

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e. Information Updates. Host shall, upon request from WTC, promptly inform WTC as to the status of the performance of Host’s obligations hereunder, including without limitation regarding the Host Support Services.
f. Representations. Host covenants that each of the representations and warranties made by Host in Item E-2 will be true and complete at all times during the Term. g. Unauthorized Drones. During the Event, Host shall make commercially reasonable efforts to prohibit the use of drones in and around the Race course by third parties that have not been approved by WTC.

B-3. Certain Obligations of WTC. Subject to the terms of this Agreement, and with respect to each Event:
a. Operations, Equipment, and Personnel. Except to the extent required to be provided or obtained by Host as part of the Host Support Services, or as may be otherwise required under this Agreement, WTC shall provide for (or cause to be provided) all Race-related equipment, supplies, personnel (including volunteers and a local Race Director), training of personnel (including volunteers), Race manuals/programs, Race course route determination and design, Race course set-up and tear-down, online and on-site athlete registration and check-in, welcome functions, award ceremonies, procurement of facilities, facility decoration, and all other technical and operational aspects of the Race. WTC may require that each Event use Race timing, registration, photography, or other services provided by WTC or any of its affiliates, designees, or service providers.
b. Expo. WTC shall provide for a multi-day vendor exposition at each Event (the “Expo”), which Expo may be referred to as the “IRONMAN Village” or other name chosen by WTC. At the Expo, WTC (or its designee) may sell official IRONMAN®-branded (or any other) merchandise and services, and, to the extent approved in writing by WTC, Event sponsors and other Expo vendors may sell or otherwise distribute other merchandise and services. Except as may otherwise be required by applicable law, Host shall not charge or assess any fee, tax, surcharge, or other cost to or on any vendor, contractor, or any other party in connection with the Expo, or any athlete entry fees, sponsorships, or any other aspect of the Event. c. Website; Media; Broadcasts. WTC shall provide and maintain the official website that markets the Event (the “Event Website”), including a live global streaming webcast of the Race. WTC shall retain the rights to all imagery and audiovisual works in connection with each Event, including but not limited to, television broadcast or cablecast (live or tape-delay), radio broadcast, Internet broadcast (audio or video), videotaping, filming, and photography, all of which, as between WTC and Host, is the sole property of WTC and will not be reproduced, remarketed, or otherwise distributed or publicly displayed by Host without the written permission of WTC. WTC may, in its sole discretion, grant or license any or all of these rights to third parties or to Host.

B-4. Official Announcements; Promotions by Host.
a. Host Website. Host, on its website, shall prominently advertise the Event and the fact that Host is hosting the Event, and at all times during the Term shall prominently display a link, on its website, to the Event Website.
b. Announcements. Host shall not make any public announcements of a marketing or promotional nature (whether in writing, orally, via the Internet, or otherwise) of any Event without the prior written consent of WTC in each instance (which consent will not be unreasonably withheld), except that no such consent will be required to the extent such announcements are required of Host as part of the Host Support Services (or otherwise required of Host under the terms of this Agreement), or that:
i. are entirely administrative in nature, such as announcements informing the public Packet Pg. 423 Attachment: DRAFT Host Venue Agreement WTC 2026-2028 (9.2(c)--Host Venue Agreement with World Triathlon Corporation) HOST VENUE AGREEMENT- Page 6 of 21
Confidential Agreement
regarding operational logistics or public safety matters (e.g., road closures, Event dates, Venue access);
ii. include only information in the public domain; and
iii. are not for purposes of marketing or promotion.
c. Other Matters. Host shall not use the Event, any marketing opportunity related thereto or arising out of the Event, or the like, for any purpose other than to promote the Venue in a positive and universally appealing manner. To the extent Host is not prohibited by law from doing so, Host shall not permit any political statements, political campaign propaganda, or the like to be made (or made available) at the Event, or otherwise to be associated (or purported to be associated), whether directly or indirectly, with the Event or the marketing thereof. * * * * * *
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Confidential Agreement

EXHIBIT C
Host Support Services
With respect to each Event, and at no cost to WTC, Host shall, as the case may be, do, obtain, or provide (or cause to be done, obtained, or provided) the following:

C-1. Approvals & Permits. Host shall ensure that, at no cost to WTC, WTC timely receives all governmental, regulatory, and third-party approvals, permits, access rights, business licenses, consents, ordinance exemptions, commitments, and licenses necessary or useful in connection with performance by Host or WTC of this Agreement, including without limitation the conducting of the Event, the Race, and the Expo, closures of roadways, use of amplified sound and music by WTC in connection with the Event, and Host’s provision of the Host Support Services (collectively, the “Approvals & Permits”). Host shall ensure that, 180 days prior to the Event, all Approvals & Permits with respect to the Event are obtained, and that all Approvals & Permits will remain in effect for and during the Event; in each case at no cost to WTC (e.g., no charges for site fees, access fees, rental fees, closure fees, licensee fees, application fees, environmental impact fees, permit fees, etc.).

C-2. Ambulance Services. Host shall secure value-in-kind providers for EMS transport services for each Event. Host shall ensure that ambulances will be distributed strategically at the Venue, transition area, celebration areas, along the Race route, and the Event medical area. Host shall ensure that dedicated EMS units will be on hand to respond to emergency transport needs and the general public on the day of the Event.

C-3. Coordination of Welcome Experience with Host Hotels. With respect to all official Event/Host hotels Host shall:
a. Coordinate all official Event/Host hotel partners & housing services for the Events b. Conduct pre-Event training with hotel staff to understand demographic of guests c. Coordinate welcome signage onsite
d. Coordinate Event-branded key cards with all hotel partners e. Be responsible for Event information inventory at each official Event/Host hotel f. Coordinate all accommodation partners & housing service for the Event C-4. Coordination of Auxiliary Work Space. Host will provide good and efficient locations for auxiliary work space. Host shall supply the necessary workspace for the following Event needs and functions:
a. VIP function space
b. Victory celebration area (Finish Area)
c. Press conference – media and business center
d. Meeting rooms
e. Executive board rooms
f. Paved area for operations, logistics, shipping, and receiving g. Secured warehouse and storage space
C-5. Concessions. If WTC requests, Host shall make arrangements to provide food and beverage concessions for the Event, in which case Host shall retain all revenue from such requested food and beverage concessions.

C-6. Command Post Coordination. Host, at no cost to WTC, shall ensure a special command post will be temporarily installed on the site or at a satellite location, bringing together all three emergency services (police, fire, and ambulance), private security, volunteer security personnel, and communications.

C-7. Complimentary Hotel Rooms. Host shall provide (or cause to be provided) to WTC 30 complimentary Packet Pg. 425 Attachment: DRAFT Host Venue Agreement WTC 2026-2028 (9.2(c)--Host Venue Agreement with World Triathlon Corporation) HOST VENUE AGREEMENT- Page 8 of 21
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hotel room nights prior to each Event week and 150 complimentary hotel room nights during Event week at the official Event/Host hotel(s). All such hotels must be within a mutually agreed upon distance and proximity to Event venues. Host shall also assist WTC with the coordination of local hotels and other entities to facilitate arrangements for local accommodations, travel, and tourist activities.

C-8. Economic Impact Studies. To the extent the Parties agree that an economic impact study of the Event is necessary, Host shall be responsible for covering the cost of an economic impact study. As necessary to facilitate each study, WTC shall provide certain aggregate demographic and registration information (i.e., no personal data or contact information). WTC and Host will mutually agree upon the scope of each study and will work together to arrange for such study to be conducted. The report following such study shall be provided to WTC within sixty (60) days of each Event.

C-9. Electrical Services & Equipment. Host shall provide a special event electricity system (which shall meet the specific demands of each Event) and ultra-quiet generators for satellites and special Event sites including, but not limited to, all medical emergency areas and the finish line. Host shall cause power hookups to be provided by certified technicians under the applicable construction codes and regulations.

C-10. Event Lighting. To the extent lighting is already present at the Venue and available for use by Host, Host shall supply lighting for the Venue areas such as the transition area, swim, bike, and run courses, medical, and the finish area. To the extent such lighting is not already present at such sites or is not available for use by Host, any additional lighting required shall be supplied at the cost of Host.

C-11. Host Management Team. With respect to each Event, Host shall provide (and provide fair compensation to) a professional management team who will be responsible for: (a) working with WTC to organize and finalize the details of each Event, and (b) ensuring a high level quality Event for WTC’s operations and staff and to Event participants and their families, friends, and spectators.

C-12. Internet Service. Host shall provide high speed internet service to all WTC workspaces (including, without limitation, all VIP areas, media areas, Expo areas, merchandising tents, athlete village areas, the transition area, and the beach/ swim areas) and, upon WTC’s request, Host shall provide high speed internet for WTC’s television productions of the Event (the specifications of such internet shall be in accordance with the industry standards for televised world-class sporting events).

C-13. Lavatories. Host shall supply the necessary lavatories for the Event needs and functions.

C-14. Law Enforcement Services. Host shall be responsible for all costs associated with providing law enforcement personnel and services required for public safety and enforcement of traffic control plans throughout the Event. Host shall coordinate with local and regional police services (including without limitation, the Shasta County Sheriff’s Department, California State Troopers, Redding Park Rangers, and Redding City Police)to ensure adequate staffing and effective coverage of all Event areas, including roads, venues, and crowd zones.

C-15. Lead Agency. Host shall serve as the “lead agency” to support the operational activities of the Event, including but not limited to facility and venue acquisition, permitting, police and emergency services acquisition, parking acquisition, communications acquisition, local accommodations, travel, volunteer recruitment, media, public awareness, and advocacy.

C-16. Media Coverage. Host shall promote the Event in Host’s owned media including coverage using its website, printed materials, frequent social media posts, and emails to its subscribers.

C-17. Medical Professionals. WTC shall provide its official medical plan to Host and shall provide a reasonable opportunity for Host to review and comment on the official medical plan prior to execution of this Agreement. Host shall provide a team of medical professionals, including a Medical Director, who will coordinate and implement WTC’s official medical plan. Host acknowledges that an Event medical team of no less than 30 licensed medical professionals will be required for the Event.

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C-18. No Construction. Host shall use its best efforts to ensure that no structural, engineering, beautification, or other works occur that could in any way interfere with the Race or any other aspect of the Event.

C-19. Operations Support Staff. Host shall arrange and/or subcontract for sufficient manpower to adequately assist WTC with operations for the Event (e.g., including but not limited to, the set up/take down of all Event venues, Race courses, finish line and celebration areas, banquet facilities, Expo space, and ancillary functions) (the “Operations Support Staff”). The Operations Support Staff shall report directly to WTC’s Race Director. Host shall cover all costs associated with locating and hiring the Operations Support Staff, including without limitation, all payments and benefits.

C-20. Parking. Host shall provide (or cause to be provided) satellite parking lots (with parking lot attendants) outside of the operations perimeter.

C-21. Participant and Spectator – Facing Venues. Host shall provide venues for the Event which shall consist of a large, centralized area for the transition area(s), swim bike and run routes, finish line, athlete recovery area, concessions, parking, VIP hospitality, merchandise sales, and spectator viewing. Host shall also provide adequate space to accommodate athlete check-in, consumer expo, merchandise sales, secured warehouse/storage space and parking. Host acknowledges that certain facilities will be required from the Tuesday before each Race until the Monday immediately following each Race.

C-22. Partnership Meeting Space. Host shall provide complimentary convention area space (or such other adequate meeting space) during Event week as required by WTC for WTC’s partnership meetings.

C-23. Public Grants and Support. Host shall use best efforts to raise public grants and support for the Event.

Host shall be entitled to keep any and all sponsorship fees, grants, financial support, or subventions of any nature whatsoever from or paid to Host by the federal government, any state government, any municipal government, government board, government institution, or government firm relative to the Event.

C-24. Race Course Exclusivity and Condition.Host shall ensure that all roads, waterways, and all other public spaces to be used for the Race are closed to the public (to the extent such closure(s) are possible, but at a minimum, Host shall restrict access to all roads, waterways, and other public spaces to the best of its ability) during the Race (and for a reasonable period before and after the Race) and are made exclusively available to WTC during such periods. Host shall ensure that all Race routes within Venue limits are in good condition during the Event.

C-25. Resident Notifications. Host shall create and disburse resident notifications (to be pre-approved by WTC). Such notifications shall be sent to residents and businesses in areas impacted by the Event and the Race route and shall communicate any/all applicable road closures, traffic advisories, and impacts during the Event week and on the Race Date.

C-26. Security Services. Host shall provide security services and a sufficient number of security guards for all Event areas from the time that Event operations start until Event operations are complete.

C-27. Shuttle Services. Host shall provide (or cause to be provided) dedicated Race day shuttle buses to transport athletes and spectators in and around the Venue.

C-28. Street Cleaning. Host shall be responsible for sweeping and cleaning up all streets and other areas prior to and after each Event.

C-29. Swim Course Ingress/Egress. Host shall ensure safe and adequate ingress and egress for the swim portion of the Race. This includes access points that accommodate athlete entry and exit, crowd control, and emergency response accessibility.

C-30. Swim Site Access Fees and Permitting. Host shall pay and/or waive all access fees in connection with the swim portion of the Event including, without limitation, all site fees, visitor fees, park rentals, and all other fees related to user or access to the swim area facilities and amenities within the Venue.

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C-31. Terrorism and Counterterrorism Measures. To the extent such measures are required by law or to the extent such measures are deemed necessary by local law enforcement (e.g., for the safety of the Event participants and spectators), Host shall be responsible for any and all costs for counterterrorism measures required in connection with the Event, including, without limitation, anti-terrorism personnel, equipment (e.g., suppression vehicles, jersey barriers, surveillance, etc.), and services.

C-32. Traffic Control Services and Devices. Host shall provide all traffic control services and devices for each Event (including, without limitation, all personnel, devices, engineering diagrams, variable message boards, barricades, cones for traffic control, special event traffic signage, parking signs, temporary traffic light systems, traffic control vehicles equipped with yellow arrows, and plans to assure maximum road safety in partnership with local and regional police services).

C-33. Volunteer Director. Host shall designate an individual to serve as the volunteer director for each Event (the “Volunteer Director”), who will be responsible for managing volunteer operations, including recruitment, scheduling, and on-site coordination.

C-34. Volunteer Recruitment. Host shall be responsible for assisting WTC with the recruitment of approximately 1,000 experienced Event volunteers to support the Event. Volunteers shall participate in a range of roles throughout the duration of the Event, including but not limited to course operations, athlete services, venue setup, and general support functions.

C-35. Waste Management Service. Host shall maintain and ensure a clean environment at all times on its properties. Adjustments will be put in place by Host in accordance with the special needs of each Event.

Recycle containers, garbage units, large units for disposal, transportation, and manpower will be provided by Host. Host shall cause all trash bagged at participant aid stations within Venue limits to be removed by Host’s waste management service.

C-36. Water (Drinking) Supply. Host shall provide sufficient access to drinking water for the Event (as determined by WTC at WTC’s sole and absolute discretion).

C-37. Water Safety Personnel and Equipment. Host shall be responsible for any and all costs to provide all water safety personnel and equipment necessary for the safe operation of the swim course. This includes, without limitation, lifeguards, paddleboards, kayaks, personal watercraft (PWCs), motorized boats, and any required tents or staging areas. Host shall bear all costs associated with water safety staffing and assets.

C-38. Welcome Banquet Services. Host, in consultation with WTC, shall provide (or cause to be provided) all Welcome Banquet services for the Event’s Welcome Banquet (e.g., including, but not limited to, venues, entertainment, viewing areas and seating, equipment, food, drinks, etc.). Host shall use best efforts to ensure that all Event guests have a memorable Welcome Banquet experience (and that such experience shall be commensurate with the Welcome Banquet experience provided at other similar IRONMAN®- branded events.

C-39. Year-Round Warehouse Space. Host shall provide approximately 10ft x 20ft of warehouse space yearround as necessary to house Event equipment. * * * * * *
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EXHIBIT D
Intellectual Property Rights
D-1. Grant of Limited Rights. Subject to the terms of this Agreement, WTC hereby grants to Host the limited, non-assignable, non-sublicensable, non-exclusive license to use, during the Term, the Event Logo (as defined in Exhibit D-1) in all reasonable forms of advertising and marketing, but only to the extent related to promotion of the Events, and subject in each instance to WTC’s prior written approval, which will not be unreasonably withheld. All uses of the Event Logo by Host must comply with the Trademark Standards & Usage Guidelines set forth in Exhibit D-1.

D-2. No Use on Products. Host shall not use, and shall not authorize, license, or permit any third party to use, the Event Logo on or in connection with any products, merchandise, souvenirs, or other goods or services, in each instance unless pre-approved by WTC in writing.

D-3. Ownership; Goodwill. Host acknowledges that WTC is the owner of the Event Logo and Host shall not register, or apply to register, the Event Logo, any service mark, trademark, or domain name that is similar in any manner to, or that incorporates, the Event Logo, any of WTC’s other trademarks or other intellectual property, or any mark with the word “IRON,” or any equivalent term or phrase in any language. All goodwill and rights accruing or arising under the Event Logo, or in any copyrights or other intellectual property of WTC used in connection with this Agreement or any Event, enures solely to the benefit of WTC. * * * * * *
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EXHIBIT D-1
Trademark Standards & Usage Guidelines: Event – Specific Logo Sample Event Logo
Each Event will feature one or more IRONMAN 70.3®-branded logos customized by WTC for such Event (each, an “Event Logo”). WTC will design, create, and provide each Event Logo. The following is an example of an event logo from a different event:

WTC may elect to, from time to time, modify the Event Logo by adding the name of a “title” sponsor or “presenting” sponsor to such logo.

General
The Event Logo must be used consistently and not altered. Modifications, variations, and incorrect uses of any Event Logo dilute the IRONMAN® brand and create consumer confusion, and are therefore not permitted. You play a vital role in protecting the integrity of WTC’s intellectual property, such as the Event Logo. Please familiarize yourself with the following TRADEMARK STANDARDS &USAGE GUIDELINES, which you are required to follow when using any Event Logo in connection with any Event.

Pre-Approval Requirement
Without exception, all proposed uses of the Event Logo must be submitted to WTC for review PRIOR TO USAGE. All approval requests for use of any Event Logo must be submitted, along with a high resolution PDF image of the proposed use, to [email protected] for review by WTC. Please allow at least ten (10) business days for all approval requests to be answered. Any proposed use or item submitted that is not approved by WTC in writing within fifteen (15) days shall be deemed disapproved.

Trademark Ownership & Required Notice
Each Event Logo is, and shall remain, the property of WTC. Any and all rights to, in, and under the Event Logo, or any copyright or other intellectual property of WTC, shall enure solely to the benefit of WTC.

Notice must be given to the public that World Triathlon Corporation claims ownership of the Event Logo.

Therefore, the following legal notice must clearly appear, in no smaller than 6-point size typeface, on all of your printed materials, products, websites, and all other items on which any Event Logo is used:

IRONMAN® and 70.3® are registered trademarks of World Triathlon Corporation.

Used herein by permission.

Other Requirements
Each use by Host of the Event Logo must:
• Be solely and directly related to performing Host’s obligations, or exercising its rights, under this Agreement;
• Not be on any merchandise or services for sale or distribution (except to the extent expressly and specifically authorized by this Agreement or separate written agreement with WTC); • Not constitute or involve transfer or assignment of the License or sub-license of any Event Logo; and • Not have anything embedded in, added to, or superimposed on the Event Logo, or have any colors or color scheme different than that approved by WTC.

General
Do not use “iron” (or any foreign translation thereof) as a prefix for, or component of, any words – whether displayed as one word (e.g., “ironwoman”, “ironfamily”, or “ironmate”), as two separate words (e.g., “iron woman”, “iron family”, or “iron mate”), or as a hyphenated word (e.g., “iron-woman”, “iron-family”, or “iron-mate”). (Exceptions include IRONMAN®, IRONKIDS®, and IRON GIRL®, all of which are trademarks owned by WTC.) Please adhere to the following regarding use of the terms “IRONMAN®” and “IRONMAN® 70.3®”:
• IRONMAN® must be a single word, never hyphenated, and never capitalized as “IronMan”. • IRONMAN® and 70.3® must be two (2) separate words separated by no more and no less than one (1) Packet Pg. 430 Attachment: DRAFT Host Venue Agreement WTC 2026-2028 (9.2(c)--Host Venue Agreement with World Triathlon Corporation) HOST VENUE AGREEMENT- Page 13 of 21
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character space.
• IRONMAN® is a brand name – an identifier of a specific source of goods and services. It is not an indicator of distance. “IRONMAN” must never be used as a standalone term or to denote distance. (e.g., never as “Ironman distance” or “Iron distance”).
• IRONMAN® 70.3® is a brand name – an identifier of a specific source of goods and services. It is not an indicator of distance. “IRONMAN” must never be used as a standalone term or to denote distance. (e.g., never as “half ironman”, “half ironman distance”, or “half iron distance”). • 70.3® is a brand name – an identifier of a specific source of goods and services. It is not an indicator of distance. “70.3” must never be used as a standalone term to denote distance. (e.g., never as “70.3 miles”) • IRONMAN® should never be abbreviated as “IM.”
• IRONMAN® 70.3® should never be abbreviated as “IM70.3.” • Stand-alone references to “an IRONMAN” or “a 70.3” are improper. Please add “triathlon” to such phrases (e.g., “an IRONMAN® 70.3® triathlon”).

Please adhere to the following regarding use of the terms “IRONKIDS®”:
• IRONKIDS® must be a single word, never hyphenated, and “IronKids” is always capital letter “I” and capital letter “K” when used in title case.
• IRONKIDS® is a brand name – an identifier of a specific source of goods and services. It is not an indicator of distance. “IRONKIDS” must never be used as a standalone term or to denote distance. (e.g., never as “IronKids distance”).
• IRONKIDS® should never be abbreviated as “IK.”
• Stand-alone references to “an IRONKIDS” are improper. Please add “dip ‘n’ dash” or “fun run” or other applicable word to such phrase (e.g., “an IRONKIDS® fun run”). * * * * * *
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EXHIBIT E
General Terms
E-1. Financial Matters.
a. Annual Payments. With respect to each Event, Host shall pay to WTC the Annual Payment under the terms of Exhibit A.
b. Sponsorship & Expo Vendor Referrals. Host shall comply with the Sponsorship & Expo Vendor Referrals terms outlined in the table on Page 1.
c. Taxes. The Annual Payment(s) set forth in Exhibit A are exclusive of taxes or fees, which are the responsibility of Host. All taxes and fees (including without limitations any foreign taxes and fees (e.g., sales tax, HST, VAT)) shall be borne by Host and shall be applied in accordance with the then applicable tax laws for each respective state, province, country, or otherwise. d. Entry Fees; Other Revenues. Except as may be otherwise expressly specified in this Agreement, WTC shall be entitled to receive and retain all Event/Race entry fees, and all other revenues and value in-kind in connection with the Events, including without limitation all revenues from merchandise sales, sponsorships, hospitality passes, VIP passes, exposition booth sales, product licenses, television licenses, and photograph sales.
e. Costs. To the extent Host does not timely provide any portion of the Host Support Services (as defined below), then, upon written request from WTC, Host shall, within thirty (30) days after delivery of such notice to Host, reimburse WTC to the extent WTC incurs, or will incur, any costs to obtain or provide any such Host Support Services not provided by Host. Such right of reimbursement does not limit WTC’s remedies with respect to Host failing to provide any of the Host Support Services.
f. Costs of Additional Security Measures. Should local and/or governmental authorities determine that enhanced security measures are necessary and must be implemented surrounding the Event, and should such measures have additional costs associated with them, the Parties will work together to discuss a reasonable and appropriate allocation of expenses to cover such costs.

E-2.Representations and Warranties. Each Party represents and warrants that:
a. It has the full right and legal authority to enter into and fully perform this Agreement in accordance with the terms and conditions contained herein; b. This Agreement is a legal, valid, and binding obligation of such entity, enforceable against such entity in accordance with its terms; and
c. Neither the execution, delivery, nor performance of this Agreement by it violates or will violate or cause a breach of any other agreements or obligations to which it is a party or to which it is bound, and no approval, consent, notice, or other action by or to any third party or any commission, board, or other governmental authority or agency (collectively, “Authorities”) is required in connection with the execution, delivery, or performance of this Agreement (except, with respect to WTC, certain permits, approvals, consents, notices, and other actions by Authorities may be required in connection with performance by WTC of this Agreement).

E-3.Business Partner Code of Conduct. In performing its obligations under this Agreement, Host covenants to comply with WTC’s Business Partner Code of Conduct (“Partner Code”), as amended by WTC from time to time, available at https://legal.ironman.com/Partner-Code. Host acknowledges WTC’s right to monitor compliance with the standards and requirements set forth in the Partner Code, and agrees to provide written responses to queries and, to the extent necessary, to grant reasonable access to relevant documentation to Packet Pg. 432 Attachment: DRAFT Host Venue Agreement WTC 2026-2028 (9.2(c)--Host Venue Agreement with World Triathlon Corporation) HOST VENUE AGREEMENT- Page 15 of 21
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the extent required to monitor compliance with the Partner Code. To the extent there is a conflict between the terms of this Agreement and the Partner Code, the terms of the Agreement shall prevail.

E-4.Ambush Marketing.
a. “Ambush Marketing” means selling (e.g., including, but not limited to, sponsorship, merchandise, vendor space), advertising, or marketing, by any third party that is not a WTCauthorized sponsor, merchandiser, and/or vendor of the Event, where such selling, advertising, or marketing (i) is in connection with, or in proximity to, the Event, or (ii) otherwise has the effect of exploiting the goodwill of the Event and/or gaining market exposure by way of intrusive and/or associative marketing practices.
b. Host shall not cause, engage in, or permit any Ambush Marketing, and, except to the extent Host is prohibited by law from doing so, Host shall prevent and stop Ambush Marketing at, near, or in connection with the Event, including without limitation by:
i. causing its employees and agents to promptly report, to WTC and the proper Host authorities, any marketing or activity reasonably appearing to be Ambush Marketing; ii. ensuring, prior to and during the Event, that the Event perimeter and any other key advertising locations under the Host's control do not carry any form of temporary advertising or promotional material relating to the Event, except as may be approved in writing by WTC (in WTC’s sole discretion);
iii. using, invoking, and applying Host’s powers to protect all trademarks and copyrights associated with the Event;
iv. preventing the distribution of product samples, premiums, promotional literature and other commercial and non-commercial materials within the established Event perimeter or adjacent to the Event site, except where expressly authorized by WTC; v. causing all signage and other physical items of Ambush Marketing to be taken down, moved, removed, and/or confiscated immediately by Host or, if applicable, law enforcement personnel; and
vi. cooperating with WTC to prevent Ambush Marketing, as may reasonably be requested by WTC.

E-5.Termination.
a. Subject to Item E-5(b): If either Party breaches a material provision of this Agreement, the nonbreaching Party may terminate this Agreement upon thirty (30) days’ written notice to the other Party (which notice must include a description of such breach) if, during such thirty (30) day period following receipt of such notice, the breaching Party fails to cure such breach. b. Notwithstanding anything to the contrary herein, WTC may immediately terminate this Agreement:
i. at any time if WTC gives written notice to Host that WTC has determined, in its reasonable judgment, that an Event is unlikely to occur or be sufficiently profitable to WTC whether due to: (A) revocation or cancellation of, or failure to timely obtain, any of the Approvals & Permits (as defined in Exhibit C); (B) an insufficient number of paid entries or sponsorships received; or (C) any condition with respect to the Venue that could jeopardize the practicability of conducting the Race as planned, or that could create a safety risk for any Race participants or other Event visitors; Packet Pg. 433 Attachment: DRAFT Host Venue Agreement WTC 2026-2028 (9.2(c)--Host Venue Agreement with World Triathlon Corporation) HOST VENUE AGREEMENT- Page 16 of 21
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ii. if Host files, or in good faith has filed against it, a petition in bankruptcy, or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law; or
iii. if Host causes, engages in, or permits any Ambush Marketing. c. Effects of Termination; Survival.
i. Expiration or termination of this Agreement for any reason will not relieve either Party from its obligation to perform under this Agreement to the extent such performance is due prior to the effective time of such termination.
ii. If this Agreement is terminated by WTC under the terms of Item E-5(a) or Item E-5 (b)(ii), all unpaid Annual Payment amounts will be immediately due and payable to WTC.
iii. Each Party reserves all other rights and remedies hereunder and otherwise permitted by law that have accrued prior to the effective time of such expiration or termination. iv. All rights and obligations under this Agreement that arose or accrued prior to termination or expiration of this Agreement, and that, by their nature, should survive any such termination or expiration, will survive any such termination or expiration, including without limitation the rights and obligations set forth in Item E-1 (Financial Matters), Item E-7(Confidentiality), Item E-8 (Exclusivity), Item E-9 (Indemnification; General Limitation of Liability; Liquidated Damages), Item E-11 (Assignment; Binding Effect), Item E-12 (Relationship of the Parties), Item E-13 (Jurisdiction and Dispute Resolution), Item E-14 (Rights and Remedies), Item E-15 (Notices), Item E-16 (Enforcement of Agreement), Item E-17 (No Oral or Implied Waivers or Modifications), Item E-18 (Entire Agreement), and Item E-19 (Interpretation).

E-6.Force Majeure. In the event either Party is prevented from performing any of its obligations under this Agreement by reason of any event outside of such Party’s control, including, without limitation, fire, weather, unsafe conditions, volcano, explosion, flood, landslide, epidemic, acts of nature, war, terrorism, or other hostilities, strike, civil commotion, domestic or foreign governmental acts, orders, or regulations (“Force Majeure Event”), then such obligations of such Party during the duration of such Force Majeure Event, and for a reasonable time thereafter, will be suspended. In the case of cancellation of an Event due to a Force Majeure Event, the Parties agree to negotiate a date to reschedule such Event if practicable. If such canceled Event cannot reasonably be rescheduled or relocated within the Venue, neither Party shall be deemed to be in breach of this Agreement solely because of such cancellation. Neither any such cancellation, rescheduling, or relocation, nor the inability to reschedule or relocate, will, by itself, cause this Agreement to terminate. For purposes of this Agreement, neither the cancellation by WTC of any leg of the Race (e.g., the swim leg), nor the modification of the Race (e.g., distances, routes, etc.), will be deemed to be a cancellation of the Event.

E-7.Confidentiality.
a. During the Term and the 36-month period thereafter, each Party (the “Receiving Party”) shall, other than as provided herein, keep confidential and not use or disclose, directly or indirectly, any of the terms of this Agreement, any trade secrets, confidential, or proprietary information, or any other knowledge, information, documents, or materials, owned, developed, or possessed by the other Party, whether in tangible or intangible form (collectively, “Confidential Information”).
b. Confidential Information does not include any information that the Receiving Party conclusively establishes: (i) entered the public domain without Receiving Party’s breach of any obligation owed to the disclosing Party; (ii) became known to the Receiving Party prior to the disclosing Party’s disclosure of such information to such Receiving Party; (iii) is permitted to be disclosed by the prior written consent of the disclosing Party; (iv) became known to the Receiving Party Packet Pg. 434 Attachment: DRAFT Host Venue Agreement WTC 2026-2028 (9.2(c)--Host Venue Agreement with World Triathlon Corporation) HOST VENUE AGREEMENT- Page 17 of 21
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from a source other than the disclosing Party, other than by breach of any obligation of confidentiality owed to the disclosing Party; or (v) was independently developed by the Receiving Party without breach of this Agreement.
c. The Receiving Party shall take all lawful measures to prevent the unauthorized use and disclosure of Confidential Information, and to prevent unauthorized persons or entities from obtaining or using Confidential Information. The Receiving Party shall refrain from directly or indirectly taking any action that would constitute or facilitate the unauthorized use or disclosure of Confidential Information.
d. The Receiving Party may disclose Confidential Information to its officers and employees to the extent necessary to enable the Receiving Party to perform its obligations hereunder, but only if such officers and employees shall have entered into appropriate confidentiality agreements for secrecy and nonuse of Confidential Information which by its terms shall be enforceable by injunctive relief by the disclosing Party. The Receiving Party shall be liable for any unauthorized use and disclosure of Confidential Information by any of its officers or employees. e. The Receiving Party may disclose the terms of this Agreement to (i) its attorneys and other professional advisors who have a professional duty to the Receiving Party to keep confidential such information or (ii) a third party that has entered into a reasonably standard confidentiality agreement with the Receiving Party that prohibits such third party from disclosing such terms, where such third party requires to review this Agreement for purposes of evaluating a proposed (A) purchase by such third party of assets of or equity interests in the Receiving Party or (B) financing transaction involving the borrowing of funds or establishing a credit facility or other financing arrangement, in each case where Receiving Party would be the borrower or guarantor of such debt.
f. If the Receiving Party is required to disclose Confidential Information in order to comply with applicable law, regulations, court order, or other legal process, the Receiving Party agrees to provide reasonable advance written notice to the disclosing Party and each of the Parties shall use its reasonable efforts to secure confidential treatment of the Confidential Information to be disclosed (whether through protective orders or otherwise) and to ensure that only the minimum amount of Confidential Information necessary to comply with such requirements is disclosed.

E-8.Exclusivity.
a. Use of Racecourse and Event-Related Areas. Notwithstanding anything to the contrary in this Agreement: During the period between (and including) the Monday preceding the Race Date until (and including) the Friday following the Race Date (collectively, the “Event Period”), Host shall not produce, conduct, host, or permit any event (other than such Event) that takes place, in whole or in part, on any portion of the Race course or at any Event-related area; provided, however, that during the Event Period (excluding Race day) private functions and corporate events may take place but only if such events do not do or include any of the following:
i. include any endurance-, running-, road cycling-, or swimming-related race, competition or event;
ii. include any vendor exposition, tradeshow, and/or the selling of any merchandise and/or services;
iii. occur on the Race course or at any other area where any part of the Event is being conducted, or adversely affect the ingress or egress to or from any such areas; iv. in any way jeopardize or adversely impact Event production or operations; v. infringe on any WTC intellectual property rights; or Packet Pg. 435 Attachment: DRAFT Host Venue Agreement WTC 2026-2028 (9.2(c)--Host Venue Agreement with World Triathlon Corporation) HOST VENUE AGREEMENT- Page 18 of 21
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vi. include or constitute Ambush Marketing or otherwise promote themselves as purportedly being part of or in connection with the Event). b. Advertising Other Triathlon, Running, & Cycling Companies or Long-Distance Triathlons, Marathons, & Cycling Races. During the Term, Host shall not permit its website to display any marketing, promotion, advertisement, reference, or the like, of (i) any other triathlon event series or company, including but not limited to World Triathlon (f/k/a International Triathlon Union), Professional Triathletes Organization (PTO), Revolution3 Triathlon, Life Time Fitness Triathlon, Challenge Family Triathlon, CLASH Endurance, Topman Triathlon and HITS Triathlon (or any of their respective successors or assigns), (ii) any person, entity, or group (other than WTC or any subsidiary or licensee thereof) that operates, organizes, produces, or is otherwise involved in any triathlon having a distance longer than that of an “Olympic” distance triathlon (as such distance is defined by World Triathlon), (iii) any triathlon having a distance longer than that of an “Olympic” distance triathlon (as such distance is defined by World Triathlon), unless such triathlon is owned or operated by WTC or any subsidiary or licensee of WTC, (iv) any other endurance series or events, including but not limited to any running series or company and any cycling series or company, (v) any person, entity, or group (other than WTC or any subsidiary or licensee thereof) that operates, organizes, produces, or is otherwise involved in any running or cycling races, or (vi) any running or cycling races, unless such race is owned or operated by WTC or any subsidiary or licensee of WTC.
c. Non-Competition. During the Term and the twenty-eight (28)-month period thereafter, Host shall not produce, support, advertise, promote, conduct, host, permit, or contract or partner with any person or entity (other than WTC or a subsidiary thereof) for or in connection with, any other triathlon, running event, or cycling event located, in whole or in part, within the Venue or anywhere within 75 miles of the Venue if such event features any race distance longer than that of: an “Olympic” distance triathlon (as such distance is defined by World Triathlon), a 5k run, or 60k cycling event.

E-9.Indemnification; General Limitation of Liability; Liquidated Damages. a. Each Party (the “Indemnifying Party”) shall indemnify, protect, defend and hold harmless the other Party, its parent, subsidiaries, and affiliates, and each of their respective directors, officers, employees, contractors, volunteers, representatives, and agents (collectively, the “Indemnified Parties”), from and against any and all claims, liabilities, losses, damages, injuries, demands, actions, causes of action, suits, proceedings, judgments, and expenses, including without limitation, attorneys’ fees, court costs, and other legal expenses (“Claims”), arising out of, directly or indirectly, or in connection with: (i) any breach or alleged breach of any provision of this Agreement by the other Party or any representation or warranty made by the other Party herein; (ii) any act or omission to act by the other Party, or any of its employees, servants, or agents; (iii) any facilities, venues, or accommodations provided by or on behalf of such Party that violate any applicable laws (including, without limitation, the Americans with Disabilities Act); or (iv) any dangerous conditions on, or with respect to, any roads, facilities, venues, or accommodations controlled or maintained by such Party. Notwithstanding the foregoing, the Indemnifying Party shall have no obligation to indemnify any Indemnified Party to the extent that the applicable Claim is caused by the negligence or willful misconduct of such Indemnified Party.
b. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT: WTC’S TOTAL

MAXIMUM LIABILITY FOR ANY AND ALL LOSSES, INJURY, OR DAMAGES IN ANY WAY ARISING

OUT OF OR IN CONNECTION WITH THIS AGREEMENT (WHETHER ARISING OUT OF BREACH OF

CONTRACT, TORT, OR OTHERWISE) AND FOR ANY OTHER CLAIM, WILL BE LIMITED TO THE

AMOUNT OF ANNUAL PAYMENTS (AS DEFINED HEREIN) BY HOST, UNDER THE TERMS OF THIS

AGREEMENT, THAT ARE RECEIVED AND RETAINED BY WTC DURING THE THEN PRECEDING 24-MONTH PERIOD. THE LIMITATION OF LIABILITY SET FORTH HEREIN IS FOR ANY AND ALL

MATTERS FOR WHICH WTC MAY OTHERWISE HAVE LIABILITY ARISING OUT OF OR IN Packet Pg. 436 Attachment: DRAFT Host Venue Agreement WTC 2026-2028 (9.2(c)--Host Venue Agreement with World Triathlon Corporation) HOST VENUE AGREEMENT- Page 19 of 21
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CONNECTION WITH THIS AGREEMENT, WHETHER THE CLAIM ARISES IN CONTRACT, TORT,

STATUTE OR OTHERWISE, AND THIS LIMITATION OF LIABILITY IS CUMULATIVE, WITH ALL

PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.
c. The Parties acknowledge that the goodwill inherent in the IRONMAN 70.3® brand and the Event Logo arises and is maintained, in large part, by each and every IRONMAN 70.3® event worldwide, including the Event, being conducted as scheduled. Notwithstanding anything herein to the contrary, the Parties acknowledge that Host’s failure or inability to host and support the Event as scheduled, absent a Force Majeure Event, will cause WTC irreparable harm, and that damages will be an insufficient and wholly inadequate remedy as a result of such a breach. If Host breaches this Agreement and such breach results in any Event not taking place when and as contemplated by this Agreement, Host shall pay WTC, within thirty (30) days after receiving written demand from WTC, the amount of $400,000.00 (USD)(“Liquidated Damages”). The Parties intend that the Liquidated Damages are to provide for compensation for a portion of the damages suffered by WTC, are not intended as a penalty and that the stipulated amount is far less than the actual damages and consequential damages that would result from such a breach by Host. d. This Section will survive the expiration or termination of this Agreement for any reason.

E-10. Insurance. Each Party shall, throughout the Term, obtain and maintain its own commercial general liability insurance for each Event from a reputable insurance company for claims of bodily injury, death, property damage, and personal and advertising liability, including contractual liability coverage and any and all litigation, arbitration and settlement costs, related to any claims for or by any Event participants, volunteers, referees, officials, scorekeepers, spectators, sponsors, and staff with a minimum combined single limit equal to but not less than two million U.S. dollars ($2,000,000.00) per occurrence for any one incident or accident, and not less than five million U.S. dollars ($5,000,000.00) in aggregate, which limits may be satisfied with any combination of primary and excess coverage; provided, that, any such excess coverage follows form of the primary coverage. WTC shall include the Host Indemnified Parties as additional insureds on a primary and non-contributory basis on its commercial general liability and umbrella liability (if any) policies for claims arising in connection with WTC’s operations and activities related to the Event. Host shall include the WTC Indemnified Parties as additional insureds on a primary and non-contributory basis on its commercial general liability and umbrella liability (if any) policies for claims arising in connection with Host’s operations and activities related to the Event. Certificates evidencing the foregoing required insurance must be provided, upon request, to the other Party.

E-11. Assignment; Binding Effect. No rights or obligations under this Agreement may be assigned or delegated by Host without the prior written consent of WTC. Any purported assignment or delegation in violation of this Section is void ab initio. All of the terms of this Agreement will apply to, be binding upon, and enure to the benefit of the Parties hereto, their successors, and permitted assigns. Subject to the immediately preceding sentence, no third party will have any rights or remedies under this Agreement.

E-12. Relationship of the Parties. The Parties are acting herein solely as independent contractors. Nothing herein contained will create or be construed as creating a partnership, joint venture, or agency relationship between the Parties. Each Party acknowledges and agrees that it neither has nor will give the appearance or impression of having any legal authority to bind or commit the other Party in any way. Each Party will be solely responsible for all wages, income taxes, worker’s compensation, and any other requirements for all personnel it supplies in connection with this Agreement.

E-13. Jurisdiction and Dispute Resolution.
a. Governing Law. Notwithstanding the place where this Agreement may be executed by either Party, this Agreement and any claim, controversy, dispute or other matter arising hereunder or related hereto (whether by contract, tort or otherwise) shall be governed in accordance with the laws of the State of Florida, without regard to the conflict of laws provisions thereof that would result in the application of the laws of any other jurisdiction. In any litigation arising out of or relating to Packet Pg. 437 Attachment: DRAFT Host Venue Agreement WTC 2026-2028 (9.2(c)--Host Venue Agreement with World Triathlon Corporation) HOST VENUE AGREEMENT- Page 20 of 21
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this Agreement, the Parties agree that venue shall be solely in either the United States District Court, Middle District of Florida, Tampa Division, or a Florida state court located in Hillsborough County, Florida (each, a “Tampa Court”).
b. Arbitration. If a dispute, claim or controversy, with the exception of claims for injunctive and/or other equitable relief for intellectual property violations, unfair competition and/or the use and/or unauthorized disclosure of trade secrets or confidential information arises out of, relates to, or is in connection with this Agreement, any amendment of this Agreement or any breach of this Agreement (“Dispute”), and if the Dispute cannot be settled through direct discussions between the Parties, the Parties agree to settle the Dispute by arbitration administered by the American Arbitration Association (“AAA”) whereby such Dispute shall be referred to a sole arbitrator selected by the Parties, or, if the parties are unable or unwilling to agree to such a selection, to AAA arbitration as the sole remedy as to all matters in Dispute, administered by the AAA in accordance with applicable Arbitration Rules to include the Optional Rules for Emergency Measures of Protection and Optional Procedures for Large, Complex Commercial Disputes, as interpreted and governed by the Florida Arbitration Code. The venue of any such arbitration shall be solely in Tampa, Florida. Judgment on the award rendered by the arbitrator may be entered solely in a Tampa Court. The arbitrator shall not have authority to award punitive or other damages in excess of compensatory damages and each Party irrevocably waives any claim thereto.
c. Enforcement. If either Party brings any arbitration or other action under this Agreement (including, without limitation, any challenge or appeal), the prevailing Party shall be entitled to recover from the other Party reasonable attorneys’ fees and costs (including, without limitation, the cost of such arbitration or other action). The Parties agree to authorize the arbitrator to determine both the entitlement and apportionment of such fees and costs. d. Arbitration Charges. Each Party shall initially bear an equal share of the arbitrator’s compensation and administrative charges of the arbitration and shall make deposits with the AAA of its share of the amounts requested by the AAA. Failure or refusal by a Party to timely pay its share of the deposits for the arbitrator(s)’ compensation and administrative charges shall constitute a waiver by that Party of its rights to be heard, present evidence, cross-examine witnesses, and assert counterclaims. Informing the arbitrator of a Party’s failure to pay its share of the deposits for the arbitrator’s compensation and administrative charges for the purpose of implementing this provision will not be deemed to affect the arbitrator(s)’ impartiality or ability to proceed with the arbitration.
e. General. The requirement for arbitration will not be deemed a waiver of any right of termination under this Agreement and the arbitrator is not empowered to act or make any award other than based solely on the rights and obligations of the Parties prior to any such termination. The Parties, their representatives, other participants and the arbitrator shall hold the existence, content, and result of arbitration in confidence. Any provisions of this Agreement not found to be in compliance with applicable law may be waived without effect on the agreement by the Parties to arbitrate as provided herein. Notwithstanding the foregoing, in the event of breach by a Party of any of its obligations hereunder, the non-breaching Party may seek injunctive or other equitable relief in any Tampa Court. A request by a Party to a court for interim measures shall not be deemed a waiver of the obligation to arbitrate.

E-14. Rights and Remedies. The rights and remedies provided by this Agreement are given in addition to any other rights and remedies either Party may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative, and the use of any one right or remedy by either Party shall not preclude or waive its right to any or all other rights or remedies.

E-15. Notices. All notices, requests, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if emailed, hand delivered, or delivered by certified or registered mail or by overnight delivery service:

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If to WTC:

WORLD TRIATHLON CORPORATION
3407 West Dr. Martin Luther King Jr. Blvd., Ste. 100
Tampa, Florida 33607
Attention: Chief Legal Officer
E-mail: [email protected]
(or to such other person or address as WTC identifies to Host in accordance with this Section) If to Host: to the address listed on page 1 of this Agreement, to the attention of Legal Department (or to such other person or address as Host may communicate to WTC in accordance with this Section).

E-16. Enforcement of Agreement. Host hereby agrees to waive all defenses, if any, to enforcement of this Agreement that Host might otherwise have under the doctrine of sovereign immunity (or similar doctrine) in connection with any law, regulation, ordinance, decree, order, or any other source or authority.

E-17. No Oral or Implied Waivers or Modifications. If either Party fails to enforce any of the provisions of this Agreement or any rights hereunder or fails to exercise any election provided in this Agreement, it will not be considered to be a waiver of those provisions, rights or elections or in any way affect the validity of this Agreement. The failure of either Party to exercise any of these provisions, rights or elections will not preclude or prejudice such Party from later enforcing or exercising the same or any other provisions, rights or elections which it may have under this Agreement. No waiver will be of any force or effect unless set forth in a writing signed by the Party whose right is being waived. Subject to the immediately preceding sentence, no modifications to this Agreement will be binding upon the Parties unless modified, amended, cancelled, renewed, or extended in a writing signed by both Parties.

E-18. Entire Agreement. This Agreement (including all exhibits hereto) sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof, and, with respect to such subject matter, supersedes all prior agreements, arrangements and understandings, written or oral, between the Parties.

Except as may be expressly set forth herein, there are no promises, conditions, representations, understanding, interpretations or terms of any kind as conditions or inducement to the execution hereof or in effect between the Parties.

E-19. Interpretation. The section headings included in this Agreement are for convenience of reference only and will not affect or be utilized in construing or interpreting this Agreement. If any term, clause or provision hereof is held invalid or unenforceable by the arbitrator or a court of competent jurisdiction, such invalidity will not affect the validity or operation of any other term, clause or provision and such invalid term, clause, or provision will be deemed to be severed from this Agreement, provided that both the economic and legal substance of the transactions that this Agreement contemplates are not affected in a manner materially adverse to either Party. This Agreement may be executed in counterparts, each of which will be deemed an original binding document but all of which will constitute one and the same instrument. Neither this Agreement nor any provision herein will be construed in favor or against either Party based on which Party drafted this Agreement or such provision. The exchange of copies of this Agreement and of signature pages by facsimile transmission, by e-mail, in “portable document format” (PDF) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of any such means, constitutes effective execution and delivery of this Agreement as to the Parties and may be used in lieu of an original Agreement or signature pages for all purposes. For the avoidance of doubt:
signatures of the Parties transmitted by facsimile, email, or other electronic means will be deemed to be their original signatures for all purposes.
* * * * * *
Packet Pg. 439 Attachment: DRAFT Host Venue Agreement WTC 2026-2028 (9.2(c)--Host Venue Agreement with World Triathlon Corporation)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Approve the Amended and Restated Credit Agreement (C-8717), Exhibit F – Notice of Extension, between U.S. Bank National Association, the City of Redding, and the Redding Joint Powers Financing Authority, on behalf of Redding Electric Utility to:
(1) Extend the revolving credit agreement through October 29, 2028, at an estimated annual cost of $75,000; and
(2) Authorize the City Manager, City Attorney, and Director of Finance/City Treasurer, or their designees, to execute all necessary documents and take any actions related to the extension.

Fiscal Impact
The City of Redding Electric Utility (REU) will pay an annual minimum undrawn commitment fee of $75,000 (30 basis points) for the duration of the Redding Electric Utility Revolving Credit Agreement (Agreement). The annual fee is included in REU’s budget and will not impact the City of Redding’s (City) General Fund.

Alternative Action
The City Council (Council) may choose not to approve the extension. In that case, the agreement would expire on October 29, 2025, leaving REU without this financial resource.

Background/Analysis
In October 2020, the City and the Redding Joint Powers Financing Authority entered into a revolving credit agreement with U.S. Bank National Association. The agreement was initially established to address financial uncertainty caused by the COVID-19 pandemic and to support future capital investments, risk management, and long-term debt management efforts.

MEETING DATE: October 7, 2025
ITEM NO. 9.5(a)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 9.5(a)--Consider extension of Redding Electric Utility's Revolving Credit Agreement with US Bank.

Nick Zettel, Director of
Redding Electric Utility
Packet Pg. 440
Report to Redding City Council October 1, 2025
Re: 9.5(a)--Extend REU Revolving Credit Agreement Page 2 This line of credit is a prudent financial management tool and is consistent with practices used by other municipal electric utilities. The agreement provides up to $25 million in borrowing capacity; however, REU does not plan to use these funds for routine operations. The credit line would only be drawn upon in extenuating circumstances, such as unexpected financial stress or emergencies. Any use of the credit line would require prior Council approval and be accompanied by a staff report outlining the purpose and justification for accessing the funds.

On May 1, 2023, the parties entered into an Amended and Restated Revolving Credit Agreement, which extended the term to October 29, 2025, and reduced the annual fee from $87,500 to $75,000.

The credit agreement provides several significant financial benefits:
• Liquidity Support: Ensures REU has immediate access to funds in the event of unexpected expenses or emergencies;
• Bond Rating Protection: Strengthens REU’s financial profile, supporting favorable credit ratings; and
• Ratepayer Benefit: Provides financial stability during significant capital investments to upgrade REU’s aging distribution system, helping mitigate the need for sudden or steep rate increases.

The current request is to extend the agreement for an additional three years, through October 29, 2028. Under Section 2.10 of the agreement, REU submitted Exhibit E – Request for Extension to U.S. Bank. Upon review and approval, the bank issued Exhibit F – Notice of Extension, which formally extends the agreement. Exercising this built-in extension mechanism avoids the additional legal fees and staff time required to negotiate and execute a new credit agreement.

Environmental Review
This is not a project defined under the California Environmental Quality Act, and no further action is required.

Council Priority/City Manager Goals
• Budget and Financial Management: “Achieve balanced and stable 10-year Financial Plans for all funds.”
• Government of the 21st Century: “Be relevant and proactive to the opportunities and challenges of today’s residents and workforce. Anticipate the future to make better decisions today.”
Attachments
^Exhibit F - Notice of Extension Sep 2 2025
^Exhibit E - Request for Extension_COR Signed 08.29.2025 City Staff Report April 2023
City Staff Report October 2020
C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank Packet Pg. 441

NOTICE OF EXTENSION
September 2, 2025
Redding Joint Powers Financing Authority
777 Cypress Avenue
Redding, CA 96001
Attention: Gregory Robinett, Director of Finance
Telephone: (530) 225-4088
E-mail: [email protected]
City of Redding
777 Cypress Avenue
Redding, CA 96001
Attention: Gregory Robinett, City Treasurer
Telephone: (530) 225-4088
E-mail: [email protected]
Ladies and Gentlemen:

We hereby notify you that pursuant to Section 2.10 of the Amended and Restated Revolving Credit Agreement dated as of May 1, 2023, by and among the City of Redding, Redding Joint Powers Financing Authority, and U.S. Bank National Association (the “Lender”), the Maturity Date with respect to the Commitment as of the date hereof shall be extended three (3) years to October 29, 2028. Your acknowledgment hereof shall be deemed to be your representation and warranty that all your representations and warranties contained in Article IV of the Agreement and each other Related Document are true and correct and will be true and correct as of the date hereof and that no Default or Event of Default has occurred and is continuing.

Packet Pg. 442 Attachment: ^Exhibit F - Notice of Extension Sep 2 2025 (9.5(a)--Extend REU Revolving Credit Agreement)

Very truly yours,
U.S. BANK NATIONAL ASSOCIATION
By: ____________________________
Name: Cameron M. Parker
Title: Vice President
Acknowledged:

REDDING JOINT POWERS AUTHORITY
By: _____________________________________
Name: Gregory Robinett
Title: Director of Finance

CITY OF REDDING
By: _____________________________________
Name: Gregory Robinett
Title: City Treasurer
Packet Pg. 443 Attachment: ^Exhibit F - Notice of Extension Sep 2 2025 (9.5(a)--Extend REU Revolving Credit Agreement) Packet Pg. 444
Attachment: ^Exhibit E - Request for Extension_COR Signed 08.29.2025 (9.5(a)--Extend REU Revolving Credit Agreement) Packet Pg. 445
Attachment: ^Exhibit E - Request for Extension_COR Signed 08.29.2025 (9.5(a)--Extend REU Revolving Credit Agreement) GI " Y F

CITY OF REDDING

REPORT TO THE CITY COUNCIL
MEETING DATE: April 18, 2023 FROM: Nick Zettel, Director of ITEM NO. 9. 5( a) Redding Electric Utility
APPROVED BY***
k ct c rcctor i4' c in, u-ic[ Jt'riitv 4l 12t) 3 t a e , e, ss r 4/ l0/2023 nzettel@cityofredding. org btippin@cityofredding. org
SUBJECT: 9. 5( a)-- Amend and Extend REU Revolving Credit Agreement ( G8717) with US Bank
Recommendation
Approve the Amended and Restated Revolving Credit Agreement ( C- 8717) between US Bank National Association, the City of Redding, and the Redding Joint Powers Financing Authority for the benefit of Redding Electric Utility, extending the agreement until November 1, 2025, and reducing the annual cost to $ 75, 000; and authorizing execution of documents by the City Manager and City Attorney, or designees, and the taking of all necessary actions relating thereto.

Fiscal Impact
Initial attorney fees for the Amended and Restated Revolving Credit Agreement (" line of credit" or " agreement") total approximately $ 10, 000. In addition, Redding Electric Utility ( REU) will pay, at minimum, an undrawn commitment fee of $75, 000 per year for the remainder of the agreement ( 30 basis points). The amounts payable under the agreement are payable solely from REU revenues, and there is no General Fund impact.

REU is expected to invest significantly in the aging distribution system over the next several years. Staff believes the continued access to a line of credit wi11 a11ow REU to bridge bond financing and reduce the pace of rate increases by relying on the liquidity the agreement provides.

Alternative Actzon
The City Council may choose to decline to proceed. The revolving credit agreement would not be extended.

Packet Pg. 446 Attachment: City Staff Report April 2023 (9.5(a)--Extend REU Revolving Credit Agreement) Report to Redding City Council Apri111, 2023
Re: 9.5( a)-- Amena' and Extend REU Revolving CreditAgreement Page 2 Background/ Analysis
On October 20, 2020, the City of Redding ( City) and the Redding Joint Powers Financing Authority entered into a revolving credit agreement with U. S. Bank National Association due to the continued financial uncertainty related to COVID- 19 and future opportunities associated with significant capital outlay, event risk, and deleveraging.

The proposed amendment extends the agreement through November l, 2025, and reduces the annual cost from $ 87, 500 to $ 75, 000.

REU is one of many electric utilities to acquire a line of credit. Many cities employ these credit facilities to provide optionality and ensure the City can make financial decisions that benefit ratepayers. Whi1e the maximum available under the agreement is $ 25, 000, 000, REU intends to draw on the line only if extenuating circumstances deem it necessary.

EnviNonmental Review
This is not a project defined under the California Environmental Quality Act ( CEQA), and no further action is required.

CounciZ Prior ity/ City Manage Goals
Budget and Financial Management: " Achieve balanced and stable 10- year Financial Plans for all funds."
Government of the 21st Century: " Be relevant and proactive to the opportunities and challenges of today' s residents and workforce. Anticipate the future to make better decisions today."
Attachments
Summary of Proposed Changes
Clean A& R Credit Agreement
Marked A& R Credit Agreement
City Staff Report October 2020
Contract No. 8717
Packet Pg. 447 Attachment: City Staff Report April 2023 (9.5(a)--Extend REU Revolving Credit Agreement)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Conduct a Joint Public Hearing with RJPFA and, upon conclusion, adopt Resolution authorizing the issuance by the RJPFA of notes; authorizing execution and delivery of a revolving credit agreement and installment sale agreement; and authorizing execution of documents and the taking of all necessary actions relating thereto.

Fiscal Impact
Initial advisor and attorney fees to establish the revolving credit agreement (“ line of credit” or agreement”) total approximately $ 130, 000. Redding Electric Utility (“ REU” or “ the Utility”) will pay, at minimum, an undrawn commitment fee of $87,500 per year for the remainder of the agreement ( 35 basis points). Budget amendments will be requested during the Fiscal Year 2021 mid-year budget update process.

In addition, staff believes the acquisition of a line of credit will allow the utility to forego the planned 2021 rate increase of two percent ( 2%) by relying on the liquidity the agreement provides, as a replacement for reserves, while the Utility makes significant investment in the aging distribution system. Work is ongoing relative to the rate structure and revenue neutral recommendations could come forward in the fall of 2021.

Alternative Action
The City Council may choose to decline to proceed.

MEETING DATE: October 20, 2020
ITEM NO. 6.2
FROM:

APPROVED BY***
dbeans@cityofredding. org btippin@cityofredding. org
SUBJECT: 6.2--Joint Public Hearing with the Redding Joint Powers Financing Authority RJPFA) to consider authorizing execution and delivery of a Revolving Credit Agreement and Installment Sale Agreement; and authorizing execution of documents, all related to the continued financial uncertainty related to the COVID-19 pandemic.

Daniel Beans, Director of
Electric Utility
Packet Pg. 448 Attachment: City Staff Report October 2020 (9.5(a)--Extend REU Revolving Credit Agreement) Report to Redding City Council October 14, 2020
Re: 6.2--Joint Public Hearing re REU Revolving Credit Agreement Page 2 Background/ Analysis
On April 21, 2020, the Redding Electric Utility presented to the Council the financial impacts of COVID- 19. The presentation included mitigating measures in place and planned. One planned measure was the acquisition of a revolving credit agreement (also known as a “ line of credit”) to provide additional reserves in case the COVID- 19 emergency escalated and to ensure long- term financial stability. As part of a formal Request for Proposal process, the utility received a competitive proposal from U.S. Bank, which also provides general banking services for the City of Redding.

Staff recommends entering into the revolving credit agreement with U.S. Bank due to the continued financial uncertainty related to COVID- 19 and future benefits discussed below.

COVID- 19 and Flu Season ( Flu)
Shasta County was elevated to the State of California’s “ Substantial” tier on October 6, 2020 due to an increased case rate per 100, 000 residents. The more restrictive tier required changes to operations for businesses including restaurants and retail operations. Currently, Shasta County Health and Human Services anticipates Shasta County will be further elevated to the Widespread” tier in late October, 2020, which will result in further restrictions on businesses and dampen economic activity. Without significant fiscal intervention by the federal government, the Redding economy may be materially impacted and many customers may be unable to pay their utility bills. Currently, the amount of past due collections is manageable, however, the ongoing uncertainty of COVID-19 as the normal flu season begins is significant.

Capital Outlay Funding
On September 16, 2020, Director Beans presented REU’ s Fiscal Year 2020 annual financial report to the City Council. During that presentation Director Beans mentioned REU’s decreased reliability metrics due to REU’ s aging distribution system. The utility is currently engaging a consulting-engineering firm to assist in the development of a supplemental capital improvement and major maintenance plan to address specific reliability issues. The cost of the supplemental plan will be significant and is in addition to $52 million of capital improvements planned over the next five years. Using a line of credit to maintain adequate liquidity is the best option to match capital expenses with long-term debt due to low carrying costs and the ability to refinance” at fixed rates.

Event Risk Insurance
A line of credit would mitigate risk associated with self-insurance during a period of reduced reserves ( i.e. significant capital outlay). During the 2018 Carr Fire and subsequent recovery, REU incurred approximately $9 million of costs. During the 2019 Snow Storm and subsequent recovery, REU incurred approximately $ 3 million of costs. Fortunately, adequate reserves were available to self-fund the improvements until eventual reimbursement from the Federal Emergency Management Agency ( FEMA) and California Office of Emergency Services CalOES). Both aforementioned reimbursements were outstanding at the same time. Should an unpredictable event of this magnitude occur while the utility was drawing down reserves for capital outlay, the utility could rely on the line of credit for liquidity until FEMA/CalOES reimbursement occurs.

Deleveraging Opportunities ( Illustrative Only)
REU could use reserves to deleverage while maintaining liquidity with access to a line of credit.

Packet Pg. 449 Attachment: City Staff Report October 2020 (9.5(a)--Extend REU Revolving Credit Agreement) Report to Redding City Council October 14, 2020
Re: 6.2--Joint Public Hearing re REU Revolving Credit Agreement Page 3 For example, approximately $26 million of bonds will become callable in 2025 (2015As). If the 2015As were called in 2025, annual debt service would be reduced by approximately $ 3.5 million. Reducing annual debt service would mitigate anticipated rate increases related to Renewable Portfolio Standards.

REU is not the first electric utility to acquire a line of credit. Many cities employ these credit facilities to provide optionality and ensure staff can make financial decisions that benefit ratepayers. While the maximum available under the agreement is $25,000,000, REU does not intend to draw on the line unless extenuating circumstances deem it necessary.

Council Priority/ City Manager Goals
Budget and Financial Management: “ Achieve balanced and stable 10- year Financial Plans for all funds.”
Government of the 21st Century: “ Be relevant and proactive to the opportunities and challenges of today’s residents and workforce. Anticipate the future to make better decisions today.”
Attachments
Resolution
Subordinate Installment Sale Agreement ( available online) Credit Agreement (available online)
Packet Pg. 450 Attachment: City Staff Report October 2020 (9.5(a)--Extend REU Revolving Credit Agreement) Memo orrock
To MEMORANDUM TO INTERESTED PARTIES
Date May 9, 2023
Amended and Restated Revolving Credit Agreement, dated as of May 1, 2023, Re among City of Redding, Redding Joint Powers Financing Authority and U. S. Bank National Association
The following are enclosed:

1. Amended and Restated Revolving Credit Agreement; dated as of May 1, 2023, among the City of Redding ( the " City"), the Redding Joint Powers Financing Authority ( the " Authority") and U. S.

Bank National Association.

2. Evidence of action taken by the Governing Board of the Authority on April 18, 2023.

3. Evidence of action taken by the City Council of the City on April 18, 2023.

4. Signature and Incumbency Certificate of the Authority.

5. Certificate of the Authority.

6. Signature and Incumbency Certificate of the City.

7. Certificate of the City.

8. Opinion of the General Counsel of the Authority.

9. Opinion of the City Attorney of the City.

10. Opinion of Bond Counsel.

We have enjoyed working with you.

Very truly yours,
Stephen A. SpiVz
Distribution
Cameron Parker ( Original 1)
City Clerk of the City of Redding ( Original 2)
Joe Bowers ( Copy)
Kevin O' Neill ( Copy)
4145- 2436- 5127. 1
Packet Pg. 451 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

REDDING ELECTRIC UTILITY REVOLVING CREDIT AGREEMENT
May 1, 2023

1. Amended and Restated Revolving Credit Agreement, dated as of May 1, 2023, among the City ofRedding ( the " City"), the Redding Joint Powers Financing Authority (the Authority") and U. S. Bank National Association.

2. Evidence of action taken by the Governing Board of the Authority on April 18, 2023.

3. Evidence of action taken by the City Council of the City on April 18, 2023.

4. Signature and Incumbency Certificate of the Authority.

5. Certificate ofthe Authority.

6. Signature and Incumbency Certificate of the City.

7. Certificate of the City

8. Opinion of the General Counsel of the Authority.

9. Opinion of the City Attorney of the City.

10. Opinion of Bond Counsel.
n
00 4126- 3341- 0375. 2
11Pr( 0 J(.4 4)tg( 2023 Packet Pg. 452 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

EXECUTION VERSION

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
dated as of May 1 , 2023
among

CITY OF REDDING,
REDDING JOINT POWERS FINANCING AUTHORITY.
and
U. S. BANK NATIONAL ASSOCIATION
A& R Credit Agreement( Redding Electric- US Bink)( 2023) 4892- 9273- 1655 v9. docx 4 332458
Packet Pg. 453 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

TABLE OF CONTENTS
SECTION HEADING; PAGE
ARTICLE I DEFINITIONS 7
Section 1 . 01 . Certain Defined Terms 7
Section 1. 02. Computation of Time Periods 18
Section 1 . 03. Construction 18
Section 1. 04. Accounting Terms and Determinations 18
Section 1. 05. Relation to Other Documents: Acknowledgment of Different Provisions of Other Loan Documents; Incorporation by Reference18 Section 1 . 06. BSBY Notification 19
ARTICLE 11 TERMS OF THE REVOLVING COMMITMENT 19
Section 2. 01 . Revolving Commitment t 19
Section 2. 02. Reserved 77
Section 2. 03. Increased Costs 7'
Section 2. 04. Net of Taxes. Etc
Section 2. 05. , Excess Interest 75
Section 2. 06. Taxable Date 75
Section 2. 07. Determination of Tax- Exempt Rates and Taxable Loan Rates 76 Section 2. 08. Pledge of Authority Revenues and Obligations Absolute 77 Section 2. 09. Fees 77
Section 2. 10. Extension of Maturity Date 79
Section 2. 11 . Payments Due on Non- Business Days 79
Section 2. 12. Breakage Expenses 79
Section 2. 13. Reduction and Termination 79
Section 2. 14. Illegality 30
Section 2. 15. Adequacy of Interest Rate 30
ARTICLE III CONDITIONS PRECEDENT 31
Section 3. 01 . Documentary Requirements for Agreement to Extend Credit 31 Section 3. 02. Credit Requirements 32
Section 3. 03. Conditions Precedent to Each Advance Hereunder 33 Section 3. 04. Conditions Precedent to the Initial Tax- Exempt Loan 33 ARTICLE 1V REPRESENTATIONS AND WARRANTIES 3' 3
Section 4. 01. Representations and Warranties of the Authority 3 Section 4. 02. Representations and Warranties of the City 37 ARTICLE V COVENANTS OF THE AUTHORITY 40
Section 5. 01. Covenants of the Authority 40
Section 5. 02. Covenants of the City 45
iPacket Pg. 454 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit ARTICLE VI EVENTS OF DEFAULT 5 1
Section 6. 01 . Events of Default 51
Section 6. 02. Consequences of an Event of Default 53
Section 6. 03. Remedies Cumulative; Solely for the Benefit of Lender 54 Section 6. 04. Waivers or Omissions 54
Section 6. 05. Discontinuance of Proceedings 55
ARTICLE VII INDEMNIFICATION 55
Section 7. 01. Indemnification 55
Section 7. 02. Survival 55
ARTICLE VIII MISCELLANEOUS 56
Section 8. 01 . Patriot Act Notice 56
Section 8. 02. Further Assurances 56
Section 8. 03. Amendments and Waivers 56
Section 8. 04. Notices 56
Section 8. 05. No Third- Party Rights 58
Section 8. 06. Severability 58
Section 8. 07. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial 58 Section 8. 08. No Advisory or Fiduciary Responsibility 59 Section 8. 09. Entire Agreement 60
Section 8. 10. Duration 60
Section 8. 1 1 . Counterparts 60
Section 8. 12. Successors, Assigns and Participations 61 Section 8. 13. No Right of Setoff 61
Section 8. 14. Electronic Signatures 61
Section 8. 19. Existing Credit Agreement 62

EXHIBITS
EXHIBIT A Form of Tax- Exempt Note
EXHIBIT B. Form of" Taxable Note
EXHIBIT C Form of Term Loan Note
EXHIBIT D Request for Advances
EXHIBIT E Request for Extension
EXHIBIT F Notice of Extension
EXHIBIT G Notice of Reduction or Termination
EXHIBIT H Notice of Reduction or Termination
EXHIBIT 1 Letter of City Representative
iiPacket Pg. 455 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of May 1 , 2023 as the same may be amended, restated, supplemented or otherwise modified from time to time. this " Agreement"), among the CITY OF REDDING, a municipal corporation duly organized and existing in the State of California ( the " Cite"), REDDING JOINT POWERS FINANCING AUTHORITY, a joint exercise of powers agency created and existing under the laws of the State of California the " Authority"), and U. S. BANK NATIONAL ASSOCIATION ( the " Lender").

RECITALS
WHEREAS, the City, the Authority and the Lender previously entered into that certain Revolving Credit Agreement dated as of October 29, 2020 ( as amended and otherwise modified prior to the date hereof, the " Existing Credit Agreement"), pursuant to which the Lender provided a line of credit to the Authority for the benefit of the City and its Electric System; WHEREAS, the City previously entered into the hereinafter defined Joint Powers Agreement establishing the Authority as a joint powers authority under the hereinafter defined Act, for the purpose, among others, of assisting in the City in its financing needs by financing public capital improvements;
WHEREAS, the City has determined to finance and refinance the acquisition, construction and installation from time to time of certain improvements, additions, and betterments to the City' s hereinafter defined Electric System ( collectively, the " Projects''); WHEREAS, to assist the City in financing and refinancing the acquisition, construction and installation of the Projects, the Lender will continue to make advances at the request of the Authority from time to time pursuant to the terms of this Agreement and other applicable laws of the State of California;
WHEREAS, the Authority has agreed to sell the Projects to the City and the City has agreed to purchase the Projects from the Authority and pay the purchase price of Projects, as provided in the hereinafter defined Installment Sale Agreement;
WHEREAS, the City has agreed under the hnstallment Sale Agreement to make Installment Payments to the Authority to pay the purchase price of the Projects, which Installment Payments shall be sufficient in amount to pay the principal of and interest on Loans and all other amounts payable by the Authority under this Agreement;
WHEREAS, the Lender has agreed to continue to extend credit to the Authority for the benefit of the City and its Electric System, on a revolving basis, up to a maximum principal amount of$ 25, 000, 000 at any time outstanding, to finance the Projects; and WHEREAS, the City and the Authority have requested and the Lender has agreed to extend the Maturity Date and make certain other amendments to the Existing Credit Agreement and, for the sake of clarity and convenience, amend and restate the Existing Credit Agreement in its Packet Pg. 456 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit entirety. This Agreement amends the Existing Credit Agreement in its entirety and from and after the Amendment and Restatement Date all references made to the Existing Credit Agreement in any Related Document or in any other instrument or document shall be deemed to refer to this Agreement. This Agreement shall become effective and supersede all provisions of the Existing Credit Agreement upon the execution and delivery of this Agreement by each of the parties hereto and the fulfillment of all conditions precedent hereof; Now, THEREFORE, to induce the Lender to extend such credit as described above, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the City, the Authority, and the Lender hereby agree as follows:

ARTICLE I

DEFINITIONS
Section 1. 01. Certain Defend Terrn. c. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

Act" means the Joint Exercise of Powers Act, California Government Code Section 6500, et seq.

Advance" has the meaning assigned to such term in Section 2. 01( a) hereof. For the avoidance of doubt, outstanding Taxable Loans and Tax- Exempt Loans each constitute an Advance.

Advance Date" means the date on which the Lender honors a Request for Advance and makes the funds requested available to the Authority.

Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under common control with such Person. Without limiting the foregoing, the definition of" Affiliate" of any Person shall include any subsidiary of such Person.

Agreement" has the meaning assigned to such term in the introductory paragraph of this Agreement.

Alternate Rate" means, for any day, a fluctuating rate of interest per annum equal to the sum of ( i) the Federal Funds Rate plus 2. 00% and ( ii) the Applicable Spread, in each case as of such day.

Amendment and Restatement Date" means May 1 , 2023, assuming all of the conditions set forth in Section 3. 01 are satisfied or waived by the Lender.

Packet Pg. 457 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Anti- Corruption Law' s" means all laws, rules, and regulations of any jurisdiction applicable to the Authority or the City from time to time concerning or relating to bribery or corruption.

Ami- Terrorism Laws" has the meaning assigned to such term in Section 4. 01( n) hereof.

Applicable Factor" means 85%.

Applicable Law" means ( i) all applicable common law and principles of equity, ii) Environmental Laws, and ( iii) all applicable provisions of all ( A) constitutions, statutes, rules, regulations and orders of all governmental and non- governmental bodies, ( B) Governmental Approvals, and ( C) orders, decisions, judgments and decrees of all courts ( whether at law or in equity) and arbitrators.

Applicable Spread" means, with respect to Tax- Exempt Loans and Taxable Loans, as applicable, the Tax- Exempt Applicable Spread and the Taxable Applicable Spread, respectively, as set forth in Obligor Rating Pricing Adjustments. As of the Amendment and Restatement Date. the Tax- Exempt Applicable Spread is 65 basis points and the Taxable Applicable Spread is 75 basis points.

Approving Opinion" means, with respect to any action or matter that may affect. a Tax- Exempt Loan, an opinion delivered by Bond Counsel to the effect that such action ( i) is permitted by this Agreement and the other Related Documents, and ( ii) will not adversely affect the exclusion of interest on any Tax- Exempt Loan from the gross income of the Lender or any Participant for purposes of federal income taxation.

Authority" has the meaning assigned to such term in the introductory paragraph of this Agreement.

Authority Representative" means one or more of the following officers and employees of the Authority, acting in concert or individually, to wit: the Executive Director of the Authority, the Treasurer of the Authority or any officers or employee of the Authority appointed as such by resolution.

Authority Revenues" means all Installment Payments made and/ or payable by the City under the Installment Sale Agreement.

Available Commitment" means the Commitment, adjusted from time to time as follows:
a) downward by the principal amount of any Revolving Loan, and ( b) upward by the principal amount of the repayment or prepayment of any Revolving Loan.

Base Rate" means, for any day, a fluctuating rate of interest per annum equal to the greatest of( i) the Prime Rate in effect at such time plus one percent ( 1 . 0%), ( ii) the Federal Funds Rate in effect at such time plus two percent ( 2. 0%), and ( iii) seven and a half percent ( 7. 5%). 3 Packet Pg. 458 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Born/ Counsel" means Orrick, Herrington & Sutcliffe LLP, or such other counsel of recognized national standing in the field of law relating to municipal bonds and the exemption from federal income taxation of interest thereon, appointed and paid by the Authority.

BSBY" means the Bloomberg Short- Term Bank Yield Index.

BSBY Index' Rate Reset Date" means the first calendar day of each calendar month.

BSBY Rate" means, for any Interest Accrual Period, the annual rate equal to the greater of (a) zero percent ( 0%) and ( b) I3SBY quoted by the Lender from the applicable Reuters screen or other commercially available source providing such quotations as may be selected by the Lender from time to time) for such Interest Accrual Period, which shall be the one- month BSBY in effect on the Computation Date immediately prior to the first day of such Interest Accrual Period, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation; provided that if BSBY is not published on such New York Banking Day due to a holiday or other circumstance that the Lender deems in its sole discretion to be temporary, the applicable BSBY shall be the BSBY last published prior to such New York Banking Day. The Lender does not warrant or accept any responsibility for the administration or submission of. or any other matter related to the BSBY Rate or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation whether any such alternative. successor or replacement rate will have the same value as, or be economically equivalent to, the BSBY Rate. The Lender' s internal records of the applicable interest rates shall be determinative in the absence of manifest error.

Business Dav" means any day except a Saturday, Sunday or any other day on which commercial banks in New York are authorized or required by law to close.

Change of Law" means the adoption or implementation, after the Original Closing Date, of, or any change, after the Original Closing Date, in, any Risk- Based Capital Guidelines or any other law, rule, treaty, regulation, guideline, order or request ( whether or not having the force of law) of any Governmental Authority, or the application of the requirements thereof, or any change in the interpretation, application, implementation, enforcement or administration, after the Original Closing Date, of any of the foregoing by any Governmental Authority; provided that notwithstanding anything herein to the contrary, ( i) the Dodd Frank Wall Street Reform and Consumer Protection Act and all requests, rules, rulings, guidelines, regulations or directives thereunder or issued in connection therewith and ( ii) all requests, rules, rulings, guidelines, regulations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision ( or any successor or similar authority) or the United States of America or foreign regulatory authorities shall in each case he deemed to be a " Change of' Law," regardless of the date enacted, adopted or issued.

City" has the meaning assigned to such term in the introductory paragraph of this Agreement.
4-
Packet Pg. 459 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit City Representative" means, one or more of the following officers and employees of the City, acting in concert or individually, to wit: the City Manager of the City, the City Treasurer of the City or any officers or employee of the City appointed as such by resolution.

Code" means the Internal Revenue Code of 1986, as amended from time to time.

Commitment' means an amount not to exceed $ 25, 000, 000.

Commitment Termination Date" means the earliest of( i) the Maturity Date, as such date may be extended pursuant to Section 2. 10 hereof, ( ii) the date on which the Commitment and/ or Available Commitment are otherwise terminated or reduced to zero in accordance with Section 2. 13 hereof, and ( iii) the date the Commitment terminates by its terms in accordance with Section 6. 02 hereof.

Computation Date" means the second New York Banking Day preceding each BSBY Index Rate Reset Date; provided, however, never, if no Revolving Loans are outstanding hereunder on the date of any Revolving Loan, the Computation Date shall mean the second New York Banking Day preceding the borrowing date of such Revolving Loan.

Contract" means any indenture, contract, agreement ( other than this Agreement), other contractual restriction, lease, mortgage, instrument ( other than the Revolving Notes) or guaranty to which the City or the Authority is a party related to Debt payable from or secured by Net Revenues, in each case including any amendment, restatement, supplement or other modification thereto.
control," " controlled by" or " under common control with," when used with respect to any specified Person, means the power to direct the management and policies of such Person. directly or indirectly, whether through the ownership of voting rights, the power to appoint officers, members, trustees or directors, by contract, statute or otherwise.

Debt" means, with respect to any Person, all items that would be classified as a liability in accordance with GAAP, including, without limitation or duplication, ( i) all obligations of such Person for borrowed money, ( ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, ( iii) 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 ( including, without limitation, accounts payable to construction contractors and other professionals for services rendered), and which are not subject to appropriation,( iv) all obligations of such Person as lessee under capital leases, ( v) all Debt of others secured by a Lien on any asset of such Person, so long as such Debt is assumed by such Person. ( vi) all Debt of others guaranteed by such Person, ( v) current liabilities in respect of unfunded benefits under employee benefit, retirement or pension plans, ( vi) obligations issued for the account of any other Person, ( vii) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable, if such amounts were advanced under the credit facility, and viii) obligations of such Person under Interest Rate Swap Agreements. 5-
Packet Pg. 460 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit De . n.ilt"
means any event or condition which with notice, passage of time or any combination of the foregoing would constitute an Event of Default.

Default Rate" means the fluctuating per annum rate of interest at all times equal to the then applicable Base Rate plus 4. 0%.

Determination of Ta.vability" means and shall be deemed to have occurred on the first to occur of the following:
i) on the date when the Authority or the City files any statement, supplemental statement or other tax schedule, return or document which discloses that interest paid or payable on the Tax- Exempt Loan is includable, in whole or in part, in the gross income of the Lender or any Participant for federal income tax purposes; ii) on the date when the Lender has received written notification from the Authority or the City, supported by a written opinion by an attorney or firm of attorneys of recognized standing on the subject of tax- exempt municipal finance, to the effect that interest paid or payable on the Tax- Exempt Loan is includable, in whole or in part, in the gross income of the Lender or any Participant for federal income tax purposes; iii) on the elate when the Authority or the City shall be advised in writing by the Commissioner or any District Director of the Internal Revenue Service ( or any other government official or agent exercising the same or a substantially similar function from time to time) that based upon filings of the Authority or the City ( or a statutory notice of deficiency, or a document of substantially similar import), or upon any review or audit of the Authority, or upon any other ground whatsoever, interest paid or payable on the TaxExempt Loan is includable, in whole or in part, in the gross income of the Lender or any Participant for federal income tax purposes; or
iv) on the date when the Authority or the City shall receive notice from the Lender that the internal Revenue Service ( or any other government official or agency exercising the same or a substantially similar function from time to time) has assessed as includable in the gross income of the Lender or any Participant the interest on any Tax- Exempt Loan.

Electric System" means the electric utility system of the City, comprising all electric generation, transmission and distribution facilities and all general plant facilities related thereto now owned by the City and all other properties, structures or works for the generation, transmission and distribution of electricity hereafter acquired by the City and determined by the City to be a part of the Electric System, including all contractual rights for electricity and capacity; together with all additions, betterments, extensions or improvements to such facilities, properties, structures or works or any part thereof hereafter acquired.

Environmental Laws" means any past, present or future federal, state, or local statutory or common law or any regulation, ordinance, code, plan, regulatory or court order, decree, permit, grant, restriction, policy or agreement issued, entered, promulgated or approved thereunder. 6-
Packet Pg. 461 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit relating to Comprehensive Environmental Response. Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986. 42 U. S. C. ti 9601 et seq. (" CERCLA"); the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, 42 U. S. C. § 6901, et seq. (" ROM"); the Toxic Substances Control Act, 15 U. S. C. § 2601, et seq.; the Federal Water Pollution Control Act, 33 U. S. C. § 1251 , et seq.

FWPCA"); the Hazardous Materials Transportation Act, 49 U. S. C. § 5101 , et seq. (" HMTA"):
the Safe Drinking Water Act, 42 U. S. C. § 300f, et seq.; the Occupational Safety and Health Act, 29 U. S. C. § 651, et seq.; the Emergency Planning and Community Right to Know Act of 1986. 42 U. S. C. § 11001 et seq. (" EPCRA"); the National Environmental Policy Act, 42 U. S. C. § 4321 , et seq.; the Atomic Energy Act, 42 U. S. C. § 2014, et seq.; the Endangered Species Act, 16 U. S. C. 1531, et seq.; the Federal Insecticide, Fungicide. and Rodenticide Act, 7 U. S. C. § 136, et seq.

F/ FRA"); the Clean Air Act, 42 U. S. C. § 7401 , et seq.; the Rivers and Harbors Act of 1899. 33 U. S. C. § 401 et seq.; the Occupational Safety and Health Act of 1970, as amended, 29 U. S. C. 651, et seq.; and their state analogs, state counterparts, and other state laws, regulations, and statutes relating to protection of human health, safety or the environment, including those relating to ( i) releases, discharges, emissions or disposals to air, water, land or ground water; ( ii) the use, handling or disposal of polychlorinated biphenyls ( PCB' s), asbestos, radon, lead paint or urea formaldehyde; ( iii) the treatment, storage, transportation, refinement, disposal or management of Hazardous Substances ( including virgin or used petroleum, crude oil, heating oil or any fraction thereof) and any other solid, liquid or gaseous substance, exposure to which is prohibited, limited or regulated by any environmental law, or may or could pose a hazard to the health and safety of the occupants of the Authority' s Property; ( iv) the exposure of persons to toxic, hazardous, or other controlled, prohibited or regulated substances; ( v) the transportation, storage, disposal, management or release of gaseous or liquid substances; ( vi) underground or aboveground storage tanks; ( vii) any explosive or radioactive material; ( viii) freshwater wetlands; ( ix) radon gas; x) endangered species; and ( xi) Stachybotrys chartarum and other molds, and any rules, regulations, guidance, orders, injunctions, judgments, declarations, notices or demands promulgated or issued thereunder.

ER/ SA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated, and rulings issued thereunder. Section references to ERISA herein correspond to sections of ERISA as in effect at the Original Closing Date and any corresponding future sections of ERISA amendatory thereof, supplemental thereto or substituted therefor.

Event of Default" has the meaning assigned to such term in Section 6. 01 hereof.

Event of/ nsolvencv" means, with respect to the City or the Authority, the occurrence of one or more of the following events:
a) the issuance, under the Laws of any state or under the Laws of the United States of America, of an order of rehabilitation, liquidation or dissolution of such Person; b) the commencement by or against such Person of a case or other proceeding seeking liquidation, reorganization or other relief with respect to such Person or its Debt under any bankruptcy, insolvency or other similar state or federal law now or hereafter in 7-
Packet Pg. 462 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit effect which case or proceeding is not dismissed within 60 clays, including, without limitation, the appointment of a trustee, receiver, liquidator, custodian or other similar official for such Person or any substantial part of its property or there shall he appointed or designated with respect to it, an entity such as an organization, board, commission, authority, agency or body to monitor, review, oversee, recommend or declare a financial emergency or similar state of financial distress with respect to it or there shall be declared or introduced or proposed for consideration by it or by any legislative or regulatory body with competent jurisdiction over it, the existence of a state of financial emergency or similar state of financial distress in respect of it;
c) the making of an assignment for the benefit of creditors by such Person; d) the failure of such Person to generally pay its Debt when due; e) a debt moratorium, debt adjustment, debt restructuring or comparable restriction with respect to the payment of any Debt of such Person is declared or imposed by such Person or by any Governmental Authority having jurisdiction over such Person; f) such Person shall admit in writing its inability to pay its Debt when due; or g) the initiation of any actions to authorize any of the foregoing by or on behalf of such Person.

Excess Interest Amount" has the meaning assigned to such term in Section 2. 05 hereof.

Excluded Ta.ves" means, with respect to a Lender or any Participant, ( a) taxes imposed on or measured by its overall net income ( however denominated), and franchise taxes imposed on it ( in lieu of net income taxes), by the jurisdiction ( or any political subdivision thereof) under the laws of which the Lender or any Participant is organized or in which its principal office is located.. and ( b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Authority or the City is located.

Executive Order" has the meaning assigned to such term in Section 4. 01( n) hereof.

Existing Credit Agreement" has the meaning set forth in the recitals hereof.

Expenses" means all reasonable fees, charges, costs and expenses of any nature whatsoever, whether in the form of a direct, reimbursement or indemnity payment obligation, incurred at any time and from time to time ( whether before or after an Event of Default) by the Lender in funding Advances, in administering or modifying the Loan Documents, in negotiating or entering into any " workout" of the Transactions, or in exercising or enforcing any rights, powers and remedies provided in any of the Loan Documents, including reasonable attorneys' fees, court costs, and receiver' s fees.

Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve 8-
Packet Pg. 463 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that ( a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and ( b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate ( rounded upward, if necessary, to a whole multiple of I/ 100 of 1%) charged to the Lender on such day on such transactions as reasonably determined by the Lender.

Notwithstanding anything herein to the contrary, if the Federal Funds Rate as determined as provided above would be less than zero percent ( 0. 0%), then the Federal Funds Rate shall be deemed to be zero percent ( 0. 0%).

Fiscal Year" means the period of twelve ( 12) consecutive calendar months for which financial statements of the respective entity have been examined by its independent certified public accountants; currently for the City, a year ending on June 30.

Fitch" means Fitch Ratings, Inc.. and any successor rating agency.

GAAP" means generally accepted accounting principles in effect from time to time in the United States and applicable to entities such as the City.

Governmental Approvals" means an authorization, consent, approval, license or exemption of, registration or filing with, or report to, any Governmental Authority.

Goverrunental Authority- means the government of the United States of America or any other nation or any political subdivision thereof or any governmental or quasi- governmental entity. including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any governmental entity or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of or pertaining to government, or any arbitrator, mediator or other Person with authority to bind a party at law.

Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, materials, contaminants. chemicals, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials. polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

Hazardous Substance" means any chemical, material or substance ( i) listed, defined or regulated as or included in the definition of " hazardous substances," " hazardous wastes." hazardous materials," " extremely hazardous waste," " restricted hazardous waste," " infectious waste," or " toxic substances" or words of similar impact under any applicable Environmental Laws, including, but not limited to, FWPCA, RCRA, CERCLA, and HMTA or otherwise classified as hazardous or toxic, in or pursuant to any Environmental Law; ( ii) the release of or the exposure to which is prohibited, limited or regulated by any Environmental Law; or ( iii) that poses a hazard to health, safety or the environment. " Hazardous Substance" does not include ( i) a substance regularly used in the cleaning and maintenance of the Authority' s Property and that is a 9-
Packet Pg. 464 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit material referenced at 40 C. F. R. § 261 . 4( b)( 1), the " household waste" exclusion under RCRA, but only if the quantity and manner of its use are customary and prudent and do not violate Applicable Law, or ( ii) automotive motor oil in immaterial quantities, if leaked from vehicles in the ordinary course of the operation of the Electric System and cleaned up in accordance with reasonable property management procedures and in a manner that does not violate Applicable Law.

Indemnified Tares" means Taxes other than Excluded Taxes.

Installment Payment" has the meaning assigned to such term in the Installment Sale Agreement.

Installment Sale Agreement" means that certain Subordinate Installment Sale Agreement dated as of October 1 , 2020, between the City and the Authority, as the same may be amended. restated, or otherwise modified from time to time in accordance with the terms thereof and hereof.

Interest Accrual Period" means, subject to Section 2. 07( d) hereof, initially, the period from and including the date of an Advance to but not including the first calendar day of the immediately succeeding month and, thereafter, the period from and including the first day of each calendar month to and including the last day of such calendar month; provided any Interest Accrual Period that would otherwise extend past the Commitment Termination Date shall end on the Commitment Termination Date.

Interest Payment Date" has the meaning assigned to such term in Section 2. 01( f) hereof.

Interest Rate Swap Agreement" means an interest rate swap, cap or collar agreement or similar arrangement between any Person and a financial institution providing for the transfer or mitigation of interest rate risks either generally or under specific contingencies.

Joint Powers Agreement" means the Joint Exercise of Powers Agreement dated December 6, 1988, between the City and the Housing Authority of the City of Redding, as supplemented by the First Supplemental Agreement to Joint Exercise of Powers Agreement dated December 20, 1988, and as amended by an Amendment to Joint Powers Agreement, dated August 27, 1997, and as the same may further amended, restated, or otherwise supplemented with the terms hereof and thereof.

Law" means any treaty or any federal, regional, state and local law, statute, rule, ordinance, regulation, code, license, authorization, decision, injunction, interpretation, order or decree of any court or other Governmental Authority.

Lender" has the meaning- assigned to such term in the introductory paragraph of this Agreement.

Liabilities" has the meaning assigned to such term in Section 7. 01 hereof.

Lien" means any lien, mortgage, security interest, pledge or other charge or encumbrance of any kind, or any other type of preferential arrangement, including without limitation the lien or 10-
Packet Pg. 465 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to personal, real or mixed property.

Loan Documents" means this Agreement, the Loans, the Installment Sale Agreement, the Taxable Note, the Tax- Exempt Note, the Term Loan Note and any other agreements executed by the City or the Authority pursuant to the terms of this Agreement, in each case as amended from time to time.

Loans" means Revolving Loans. Advances, and/ or Term Loans.

Maintenance and Operation Costs" means the costs paid or incurred by the City for maintaining and operating the Electric System including, but not limited to, ( a) all costs of electric energy and power generated or purchased by the City for resale, costs of transmission, fuel supply and water supply in connection with the foregoing, ( b) all expenses of management and repair and other expenses necessary to maintain and preserve the Electric System in good repair and working order, ( c) all administrative costs of the City that are charged directly or apportioned to the operation of the Electric System, such as salaries and wages of employees, overhead, taxes ( if any) and insurance premiums, ( d) all other reasonable and necessary costs of the City or charges required to he paid by it to comply with the terms hereof or of any resolution authorizing the execution of any Senior Lien Obligations, such as compensation, reimbursement and indemnification of the trustee, remarketing agent or surety costs for the Senior Lien Obligations. letter of credit fees relating to Senior Lien Obligations, fees and expenses of independent certified public accountants, ( e) all amounts required to be paid by the City under contracts with a joint. powers agency for the purchase of capacity, energy, transmission capability or any other commodity or service in connection with the foregoing, which contract requires payments to he made by the City thereunder to be treated as maintenance and operation costs of the Electric System, ( f) any other cost or expense which, in accordance with GAAP, is to be treated as a cost of operating or maintaining the Electric System; but excluding in all cases depreciation., replacement and obsolescence charges or reserves therefor and amortization of intangibles.

Margin Stock" has the meaning assigned to such term in Regulation U promulgated by the Board of Directors of the Federal Reserve System, as now and hereafter from time to time in effect.

Material Adverse Change" means the occurrence of any event or change, which separately or in the aggregate with the occurrence of other events, results or could reasonably be expected to result in a Material Adverse Effect.

Material Adverse Effect" means any material adverse change in or effect on ( i) the business, operations, assets, liabilities, condition ( financial or otherwise) or results of operations of the Electric System, ( ii) the ability of the, City or the Authority, as the case may be, to consummate the transactions contemplated by this Agreement or any of the Related Documents to which the City or the Authority is a
party, ( iii) the ability of the City or the Authority to perform any of its obligations under any of the Related Documents to which the City or the Authority is or will be a party or ( iv) the legality, validity, binding effect or enforceability against the City or the Authority, as the case may be, of any Related Document to which the City or the Authority is a 11-
Packet Pg. 466 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit party or the rights; security, interests or remedies of the Lender hereunder or under any of the other Related Documents.

Material Litigation" has the meaning assigned to such term in Section 4. 0l( e) and 4. 02( e) hereof.

Maturity Date" means October 29, 2025, or such later date to which the Maturity Date may be extended by mutual agreement in writing of the Lender. the City, and the Authority following written notification to the Lender from the City and the Authority of its desire to extend the Maturity Date in accordance with Section 2. 10 hereof.

Maximum Federal Corporate Tax Rate" means, for any day, the maximum rate of income taxation imposed on corporations pursuant to Section 11( b) of the Code, as in effect as of such day or, if as a result of a change in the Code, the rate of income taxation imposed on corporations generally shall not be applicable to the Lender, the maximum statutory rate of federal income taxation which could apply to the Lender as of such clay). As of the Original Closing Date and the Amendment and Restatement Date. the Maximum Federal Corporate Tax Rate is 21%.

Maximum Rate" means the maximum net effective interest rate permitted by State law to be paid on obligations issued or incurred by the Authority in the exercise of its borrowing powers.

Moody' s" means Moody' s Investors Service, Inc. and any successor rating agency.

Net Reren.ues" means, for any period of time in question, the Revenues during such period less the Maintenance and Operation Costs during such period.

New York Banking Day" means any day ( other than a Saturday or Sunday) on which commercial banks are open for business in New York, New York.

Obligations" means all amounts payable by the Authority, including, without limitation. the Revolving Notes and the Term Loan Note and the principal of and interest on Loans, Advances, and Term Loans, and all other obligations to be performed by the Authority, pursuant to this Agreement and the other Related Documents ( including any amounts to reimburse the Lender for any expenditures by it under any of such documents).

Obligor Rating" means the long- term unenhanced ratings ( without regard to any bond insurance policy or credit enhancement) assigned by each Rating Agency to Senior Lien Obligations ( in each case to the extent such Rating Agency is then providing such rating).

Obligor Rating Pricing Adjustments" means the table setting forth the Undrawn Commitment Fee, the Taxable Applicable Spread, and the Tax- Exempt Applicable Spread determined in relation to the applicable Obligor Rating, as set forth below:
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Packet Pg. 467 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

UNDRAWN TAXABLE TAX- EXEMPT

COMMITM APPLICABLE APPLICABLE

ENT FEE SPREAD SPREAD

BASIS BASIS BASIS

LEVEL MOODY' S S& P FITCH POINTS) POINTS) POINTS)
Aa3 or above AA- or above AA- or above 30 75 65
2 A I A+ A+ 45 95 80
3 A2 A A 70 I25 105
4 A3 A- A- 105 165 140
5 Baal BBB+ BBB+ 160 230 195
The applicable Undrawn Commitment Fee, Taxable Applicable Spread and Tax- Exempt Applicable Spread shall be such value corresponding with the lowest Obligor Rating ( for the avoidance of doubt.. Level 5 is the Level with the lowest ratings, and Level 1 is the level with the highest ratings for purposes of the above pricing grid). Any change in the Undrawn Commitment Fee, Taxable Applicable Spread and Tax- Exempt Applicable Spread resulting from a change in the Obligor Rating shall be and become effective as of and on the date of the announcement of the change in the Obligor Rating. In the event of a split rating ( i. e., one of the foregoing Rating Agencies' Obligor Rating is at a different Level than the Obligor Rating of either of the other Rating Agencies), the Undrawn Commitment Fee, Taxable Applicable Spread and Tax- Exempt Spread shall be based upon the level in which the lowest Obligor Rating appears. In the event that no Obligor Ratings are available, as a result of any breach of Section 5. 02( t) hereof( which breach has not been cured but has not yet become an Event of Default), the Undrawn Commitment. Fee, Taxable Applicable Spread and Tax- Exempt Spread shall be based upon the rating that was last in effect prior to such ratings becoming unavailable. References to the Obligor Rating above are references to rating categories as presently determined by the Rating Agencies and in the event of adoption of any new or changed rating system by any such Rating Agency, including, without limitation, any recalibration of the Obligor Rating in connection with the adoption of a " global" rating scale, each Obligor Rating from the Rating Agency in question referred to above shall be deemed to refer to the rating category under the new rating system which most closely approximates the applicable rating category as currently in effect. In the event that any Obligor Rating is reduced below Level 5 or is suspended or withdrawn for any credit- related reason, or there shall occur any other Event of Default under this Agreement, the Undrawn Commitment Fee shall automatically increase to a rate equal to the sum of ( i) the rate which would apply if any Obligor Rating is at Level 5 plus ( ii) three hundred basis points ( 3. 00%) per annum. The Authority represents that as of the Amendment and Restatement Date, the Undrawn Commitment Fee.

Taxable Applicable Spread and Tax- Exempt Applicable Spread are those rates that are specified above for Level I of the related column. For purposes of clarity, on the Amendment and Restatement Date, Fitch was the only Rating Agency then providing an Obligor Rating. 13-
Packet Pg. 468 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Original Closing Date" means October 29, 2020.

Other Taxes" means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Related Document or from the execution, delivery or enforcement. of, or otherwise with respect to, this Agreement or any other Related Docment.

Parity Obligations" means all Debt payable from and secured by Net Revenues on a parity basis with the Revolving Notes.

Participant" means a banking institution that has been granted a participation in the Revolving Notes pursuant to Section 8. 12( b) hereof.

Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 , Title Ill of Pub. L. 107- 56 signed into law October 26, 2001).

Payment Agreement" means a written agreement for the purpose of managing or reducing the City' s exposure to fluctuations in interest rates or for any other interest rate, investment, cash flow, asset or liability managing purposes, entered into either on a current or forward basis by the City and a Qualified Counterparty in connection with, or incidental to, the entering into of any Parity Obligation, that provides for an exchange of payments based on interest rates, ceilings or floors on such payments, options on such payments, or any combination thereof or any similar device.

Payment Agreement Receipts" means the amounts required to be paid periodically by the Qualified Counterparty to the City pursuant to a Payment Agreement.

Person" means an individual, limited liability company, a corporation, a partnership, an association, a trust or any other entity or organization, including any Governmental Authority.

Prime Rate" means on any day, the rate of interest per annum then most recently established by the Lender as its " prune rate." The " prime rate" is a rate set by the Lender based upon various factors including the Lender' s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Lender shall take effect at the opening of business on the day specified in the public announcement of such change. If the Lender ceases to establish or publish a prime rate from which the Prime Rate is then determined, the applicable variable rate from which the Prime Rate is determined thereafter shall be instead the prime rate reported in the The Wall Street Journal ( or the average prime rate if a high and low prime rate are therein reported), and the Prime Rate shall change without notice with each change in such prime rate as of the date such change is reported. Notwithstanding anything herein to the contrary, if the Prime Rate determined as provided above would be less than zero percent ( 0. 0%), then the Prime Rate shall be deemed to be zero percent ( 0. 0%). 14-
Packet Pg. 469 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Property" means, with respect to any Person, all real, mixed and personal property of such Person, tangible and intangible, wherever located, in which such Person shall have any right; title or interest from time to time.

Qualified Counterparty" means a party ( other than the City) who is the other party to a Payment Agreement and ( 1) ( a) whose senior debt obligations are rated in one of the three 3) highest rating categories of each of the Rating Agencies then rating any Senior Lien Obligations ( without regard to any gradations within a rating category), or ( b) whose obligations
under the Payment Agreement are guaranteed for the entire term of the Payment Agreement by a bond insurer or other institution which has been or whose debt service obligations have been assigned a credit rating in one of the three highest rating categories of each of the Rating Agencies then rating any Senior Lien Obligations ( without regard to any gradations within a rating category), and ( 2) who is otherwise qualified to act as the other party to a Payment Agreement with the City under any applicable laws.

Rating Agency" means Moody' s, S& P and Fitch, or any successors thereto or additional rating agencies.

Related Documents" means the Loan Documents, Senior Lien Documents, and the Joint Powers Agreement.

Relevant Governmental Body" means the Federal Reserve Board and/ or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/ or the Federal Reserve Bank of New York or any successor thereto.

Request for Advance" means any request for an Advance made by the Authority to the Lender, in the form of Exhibit D hereto, executed and delivered on behalf of the Authority by the manual or facsimile signatures of any authorized representative of the Authority.

Revenues" means all gross income and revenue received or receivable by the City from the ownership or operation of the Electric System, including all rates and charges received by the City for the Electric Service and the other services and facilities of the Electric System, all proceeds of insurance covering business interruption loss relating to the Electric System and all other income and revenue howsoever derived by the City from the ownership or operation of the Electric System or otherwise arising from the Electric System, including all Payment Agreement Receipts. and all income from the deposit or investment of any money in the Electric Revenue Fund, but excluding ( i) proceeds of taxes and ( ii) refundable deposits made to establish credit and advances or contributions in aid of construction and line extension fees.

Revolving Loan" has the meaning assigned to such term in Section 2. 01( a) hereof.

Revolving Note" means a Taxable Note or a Tax- Exempt Note.

Risk- Based Capital Guidelines" means ( i) the risk- based capital guidelines in effect in the United States of America, including transition rules, and ( ii) the corresponding capital 15-
Packet Pg. 470 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit regulations promulgated by regulatory authorities outside the United States of America, including transition rules, and any amendments to such regulations.

S& P" means S& P Global Ratings, a division of S& P Global Inc, and any successor rating agency.

Sanctioned Cowan," means, at any time, any country or territory which is itself the subject or target of any comprehensive Sanctions.

Sanctioned Person" means, at. any time. ( a) any Person or group listed in any Sanctionsrelated list of designated Persons maintained by OFAC or the U. S. Department of State, the United Nations Security Council, the European Union or any EU member state, ( b) any Person or group operating, organized or resident in a Sanctioned Country, ( c) any agency, political subdivision or instrumentality of the government of a Sanctioned Country, or( d) any Person 50% or more owned, directly or indirectly, by any of the above.

Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by ( a) the U. S. government, including those administered by OFAC or the U. S. Department of State or( b) the United Nations Security Council. the European Union or His Majesty' s Treasury of the United Kingdom.

Senior Lien Documents" means the 2008 Installment Sale Agreement, dated as of April 1 , 2008, between the City and the Authority, the 2015 Installment Sale Agreement, dated as of December 1 , 2015, between the City and the Authority, the Indenture, dated as of March 1 , 2017, between the City and U. S. Bank National Association. as Trustee, the Indenture. dated as of March 1 , 2018, between the City and U. S. Bank National Association and any other agreements or indentures providing for the payment of installment payments or principal and interest on bonds payable from Net Revenues on a parity with the Senior Lien Obligations.

Senior Lien Obligations' means all Debt of the City payable from and secured by a pledge of and first priority Lien on Net Revenues. For the avoidance of doubt, the Debt evidenced by the obligation to make installment payments and to pay the principal of and interest on bonds required to be paid pursuant the Senior Lien Documents constitute Senior Lien Obligations.

State" means the State of California.

Taxable Date" means the date on which interest on any Tax- Exempt Loan is first includable in gross income of any holder thereof ( including the Lender) as such a date is established pursuant to a Determination of Taxability.

Taxable Gross- Up Rate" means, for each day during a Taxable Period, a rate per annum equal to the product of ( i) the interest rate on the Tax- Exempt Note for such day and ( ii) the applicable Taxable Rate Factor.

Taxable Loan" means any Revolving Loan bearing interest at the Taxable Loan Rate. 16-
Packet Pg. 471 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Taxable Loan Rate" ( i) for the period commencing on the Original Closing Date to but not including the Amendment and Restatement Date, has the meaning set forth in the Existing Credit Agreement as in effect from time to time prior to the Amendment and Restatement Date and ( ii) from and including the Amendment and Restatement. Date and thereafter, means a per annum rate of interest established on each Computation Date, equal to the sum of( a) the Taxable Applicable Spread as set forth in Obligor Rating Pricing Adjustments plus ( b) the BSBY Rate.

Taxable Note" has the meaning assigned to such term in Section 2. 01( d)( ii) hereof.

Taxable Period" has the meaning assigned to such term in Section 2. 06 hereof.

Taxable Rate Factor" means, for each day that the Taxable Gross- Up Rate is determined, the quotient of ( i) one divided by ( ii) one minus the Maximum Federal Corporate Tax Rate in effect as of such day, rounded upward to the second decimal place.

Taxes" or " Tax" means all present or future taxes, levies, imposts, duties, deductions, withholdings ( including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable , thereto.

Tax- Exempt Loan" means any Revolving Loan bearing interest at the Tax- Exempt Rate.

Tax- Exempt Note" has the meaning assigned to such term in Section 2. 01( d)( i) hereof.

Tax- Exempt Rate" ( i) for the period commencing on the Original Closing Date to but not including the Amendment and Restatement Date, has the meaning set forth in the Existing Credit Agreement as in effect from time to time prior to the Amendment and Restatement Date and ( ii) from and including the Amendment and Restatement Date and thereafter, means a per annum rate of interest, established on each Computation Date equal to the sum of ( a) the product of ( 1) the BSBY Rate multiplied by ( 2) the Applicable Factor, pits ( b) the Tax- Exempt Applicable Spread as set forth in Obligor Rating Pricing Adjustments.

Termination Fee" means an amount equal to any unpaid portion of the Undrawn Commitment Fee that would have been due from the Amendment and Restatement Date to and including the first anniversary of the Amendment and Restatement Date ( May 1 , 2024) absent any termination or reduction of the Commitment.

Tenn Loan" means the term loan advanced to the Authority under the terms and conditions of Section 2. 01( i) hereof.

Term Loan Note" has the meaning assigned to such term in Section 2. 01( i) hereof.

Term Loan Rate" means the fluctuating per annum rate of interest calculated as follows:
i) for any day commencing on the Maturity Date to and including the ninetieth ( 90th) day next succeeding the Maturity Date, equal to the Base Rate then in effect, ( ii) for any day commencing on the ninety- first (91st) day next succeeding the Maturity Date to and including the one hundred 17-
Packet Pg. 472 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit eightieth ( 180th) day next succeeding the Maturity Date, equal to the Base Rate then in effect plus one percent ( 1 . 0%), and ( iii) for any day commencing on the one hundred eighty- first day next succeeding the Maturity Date and thereafter, equal to the Base Rate then in effect plus two percent

2. 0%).

Transactions" means the extension of credit, the execution and delivery by the Authority and the City of the Loan Documents, the performance by the Authority of the Obligations hereunder and under the other Loan Documents.

Undrawn Commitment Fee" shall mean the Undrawn Commitment Fee as set forth in Obligor Rating Pricing Adjustment. As of the Amendment and Restatement Date, the Undrawn Commitment Fee is equal to 30 basis points.

Section 1. 02. Computation of Time Periods. In this Agreement, in the computation of a period of time from a specified date to a later specified date. the word " from" means .. from and including" and the words " to" and " until" each mean " to but excluding." Section 1. 03. Construction. Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, to the singular include the plural and to the part include the whole. The word " including" shall be deemed to mean " including but not limited to," and " or" has the inclusive meaning represented by the phrase " and/ or." The word " will" shall he construed to have the same meaning and effect as the word " shall." The words " hereof." herein," " hereunder" and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The Section headings contained in this Agreement and the table of contents preceding this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation thereof in any respect. Section, subsection and exhibit references are to this Agreement unless otherwise specified. Any exhibit, schedule or annex attached hereto is incorporated by reference herein and is a constituent part of this Agreement.

Section 1. 04. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall he prepared, in accordance with GAAP. In the event of changes to GAAP which become effective after the Original Closing Date, the City, Authority, and the Lender agree to negotiate in good faith appropriate revisions of this Agreement so as to perpetuate the meaning and effect of such provisions as originally negotiated and agreed upon.

Section 1. 05. Relation to Other Documents; Acknowledgment of Different Provisions of Other Related Documents; Incorporation by Reference. ( a) Nothing in this Agreement shall be deemed to amend, or relieve the City or the Authority of its obligations under, any other Related Document to which it is a party. Conversely, to the extent that the provisions of any Related Document allow the City or the Authority to take or not take certain actions, the City and the Authority nevertheless shall be fully hound by the provisions of this Agreement. 18-
Packet Pg. 473 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit b) All references to other documents, including, without limitation, the Related Documents, shall be deemed to include all amendments, restatements, modifications and supplements thereto to the extent such amendment, restatement, modification or supplement is made in accordance with the provisions of such document and this Agreement, as applicable.

Section 1. 06. BSBY Notification. The interest rate on Revolving Loans is determined by reference to BSBY. Section 2. 15 hereof provides a mechanism for ( a) determining an alternative rate of interest if BSBY is no longer available or in the other circumstances set forth in Section

2. 15 hereof, and ( b) modifying this Agreement to give effect to such alternative rate of interest.

The Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to BSBY or other rates in the definition of Tax- Exempt Rate or Taxable Loan Rate or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 2. 15 hereof, will have the same value as, or be economically equivalent to, BSBY.

ARTICLE II

TERMS OF' THE REVOLVING COMMITMENT
Section 2. 01. Revolving Commitment.
a) Revolving Commitment. Subject to the terms and conditions of this Agreement, the Lender hereby agrees to make advances ( the " Advances") to the Authority from time to time up to and including the Commitment Termination Date in an aggregate principal amount not to exceed at any time the Commitment ( the " Rem Loan"). The sum of the aggregate principal amount of Tax- Exempt Loans and Taxable Loans at any time outstanding shall not exceed the Commitment in effect at such time. As provided in Section 2. 01( d) hereof, the Authority may elect that any such Revolving Loan be either a Tax- Exempt Loan or a Taxable Loan. Revolving Loans may be repaid and the principal amount thereof reborrowed before the Commitment Termination Date, subject to the terms and conditions. hereof. b) Making of Advances; Use of Proceeds. Subject to the terms and conditions of this Agreement, the Lender agrees to make Advances from time to time on any Business Day, commencing on the Original Closing Date and ending on the Commitment Termination Date, in amounts not to exceed at any time outstanding the Commitment. Each Advance requested shall be in a minimum principal amount of$ 50, 000 and the Authority shall not request more than two 2) Advances per calendar month. The proceeds of the Advances shall be used for valid corporate purposes of the Authority; provided that in no event shall any of the proceeds of a Tax- Exempt Loan be used to pay or prepay a Taxable Loan, unless the Authority receives an Approving Opinion of Bond Counsel, which opinion shall be addressed to the Lender. The aggregate amount of all Advances made on any Advance Date shall not exceed the Available Commitment as of such date.
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Packet Pg. 474 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit c) Method of Bur rowing.
i) Taxable Loans. Upon receipt of a Request for Advance by the Lender not later than 11: 30 a. m. New York time on the Business Day which is two ( 2) Business Days immediately prior to the day of the proposed borrowing, the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 12: 30 p. m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Each Request for Advance in respect of a Taxable Loan shall be signed by an Authority Representative and shall specify that the requested Advance shall be a Taxable Loan.

Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Authority in accordance with written instructions provided by the Authority. ii) Tax- Exempt Loans. Upon receipt of a Request for Advance by the Lender not later than 11: 30 a. m. New York time on the Business Day which is two ( 2) Business Days immediately prior to the day of the proposed borrowing, the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 12: 30 p. m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Each Request for Advance in respect of a Tax- Exempt Loan shall be signed by an Authority Representative and shall specify that the requested Advance shall he a Tax- Exempt Loan. Each Advance shall be made by the Lender by wire transfer of immediately available funds to Authority in accordance with written instructions provided by the Authority. d) Revolving Loans Evidenced by Notes. ( i) The Tax- Exempt Loans are evidenced by a promissory note of the Authority to the Lender in substantially the form set forth in Exhibit A hereto ( as amended or supplemented from time to time, the " Tax- Erenipt Note") which was issued on the Original Closing Date, payable to the Lender in a principal amount up to the Commitment on the Original Closing Date and otherwise duly completed. All Tax- Exempt Loans made by the Lender and all payments and prepayments made on account of principal thereof shall he recorded by the Lender on the schedule ( or a continuation thereof) attached to the Tax- Exempt Note, it being understood, however, that failure by the Lender to make any such endorsement shall not affect the obligations of the Authority hereunder or under the Tax- Exempt Note with respect to unpaid principal and interest on any Tax- Exempt Loan. Each entry on the Tax- Exempt Note with respect to a Tax- Exempt Loan schedule shall reflect the applicable principal amount and the applicable interest rate.
ii) The Taxable Loans are evidenced by a promissory note of the Authority to the Lender in substantially the form set forth in Exhibit B hereto ( as amended or supplemented from time to time, the " Taxable Note") which was issued on the Original Closing Date, payable to the Lender in a principal amount up to the Commitment on the Original Closing Date and otherwise duly completed. All Taxable Loans made by the Lender and all payments and prepayments made on account of principal thereof shall be recorded by the Lender on the schedule ( or a continuation thereof) attached to the Taxable Note, it being understood, however, that failure by the Lender to make any such endorsement shall not affect the obligations of the Authority hereunder or under the Taxable Note with respect to unpaid principal and interest on any Taxable Loan. Each entry on the Taxable Note with respect to a Taxable Loan schedule shall reflect the applicable principal amount and the applicable interest rate.
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Packet Pg. 475 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit e) Repayment of Principal on Revolving Loans. The principal of each Revolving Loan shall be due in full on the Commitment Termination Date. f) Interest on Revolving Loans. Each Revolving Loan made or maintained by the Lender shall bear interest computed on the basis of a year of 360 days and actual days elapsed, on the unpaid principal amount thereof at a rate per annum equal to the Tax- Exempt Rate or Taxable Loan Rate, as applicable. Interest shall be payable in arrears on the first Business Day of each calendar month ( each such date, an " Interest Payment Date"), commencing on the first such date following the date of the relevant Advance. Interest paid on each Interest Payment Date shall equal interest accrued during the preceding calendar month. The Tax- Exempt Rate and Taxable Loan Rate shall be determined by the' Lender as provided in Section 2. 07 hereof. g) Prepayment of Revolvinj, Loans. Subject to Section 2. 12 hereof, the Authority may prepay any Revolving Loan, in whole or in part, on an Interest Payment Date, provided at least three ( 3) days' written notice is provided by the Authority to the Lender. All prepayments of principal shall include accrued interest to the date of prepayment and all other amounts due pursuant to this Agreement.
h) Defcurlt Interest. Subject to subsection ( i) below, from and after the Maturity Date, or such earlier date as all principal owing hereunder becomes due and payable by acceleration or otherwise, or at Lender' s option upon the occurrence, and during the continuance of an Event of Default, the outstanding principal balance of the Loans under this Agreement shall bear interest at an increased rate per annum ( computed on the basis of a 360- day year, actual clays elapsed) equal to the Default Rate.
i) Advance of Term Loan. If ( i) no Default or Event of Default has occurred and is continuing, and ( ii) all representations and warranties set forth in Article IV are true and correct, in each case as of the Maturity Date, which representations and warranties ( other than as provided in Section 4.02( j) hereof) shall be deemed remade as of the Maturity Date, then any principal amount of Revolving Loans remaining unpaid on the Maturity Date shall convert to a term loan the " Term Loan') and the proceeds thereof shall be used to pay in full the Revolving Loans. which Term Loan shall become payable upon the earlier to occur of ( x) the third anniversary of the Maturity Date and ( y) the date on which any Senior Lien Obligation or Parity Obligation is issued ( the " Term Loan Maturity Date"). Any Revolving Loans not converted to a Term Loan shall be payable on the Maturity Date and shall bear interest at the Default Rate. Subject to the condition set forth in the immediately preceding sentence, the Term Loan shall he payable in twelve ( 12) equal, quarterly principal installments on the first Business Day of each January, April, July and October ( each an " Installment Date''), beginning on the first of such dates to occur following the Maturity Date. The Term Loan shall be evidenced by a promissory note of the Authority to the Lender in substantially the form set forth in Exhibit C hereto ( as amended or supplemented from time to time, the " Terni Loan Note''), which Term Loan Note was issued on the Original Closing Date, payable to the Lender in a principal amount up to the Commitment on the Term Loan Maturity Date and otherwise duly completed, so long as the conditions set forth in this Section 2. 01( i) are satisfied. As long as no Event of Default has occurred or is continuing, the Term Loan shall accrue interest at the Term Loan Rate and shall be payable monthly in arrears on the first Business Day of each month, beginning on the first of such dates to occur following the 21-
Packet Pg. 476 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Maturity Date. Subject to Section. 2. 12 hereof, any amount of principal outstanding under the Term Loan may be prepaid at any time without penalty.

Section 2. 02. Reserved.

Section 2. 03. Increased Costs.
a) Increased Costs Generally. if any Change of Law shall:
i) impose, modify or deem applicable any reserve, liquidity ratio, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, the Lender or any Participant;
ii) subject to the Lender or any Participant to any Taxes of any kind whatsoever with respect to this Agreement, or change the basis of taxation of payments to the Lender or such Participant in respect thereof ( except for Indemnified Taxes covered by Section 2. 04 hereof and the imposition of, or any change in the rate of any Excluded Tax payable by the Lender or any Participant); or
iii) impose on the Lender or any Participant any other condition, cost or expense affecting this Agreement;
and the result of any of the foregoing shall be to increase the cost to the Lender or such Participant. related to issuing or maintaining this Agreement, or to reduce the amount of any sung received or receivable by the Lender or such Participant hereunder ( whether of principal, interest or any other amount) then, upon written request of the Lender or such Participant, the Authority shall promptly pay to the Lender or such Participant, as the case may be, such additional amount or amounts as will compensate the Lender or such Participant, as the case may be, for such additional costs incurred or reduction suffered.
b) Capital Requirements. If the Lender or any Participant determines that any Change of Law affecting the Lender or such Participant or the Lender' s or such Participant' s parent or holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on the Lender' s or such Participant' s capital or liquidity or the capital or liquidity of such Lender' s or such Participant' s parent or holding company holding, if any, as a consequence of this Agreement, or for maintaining this Agreement, to a level below that which the Lender or such Participant or the Lender' s or such Participant' s parent or holding company could have achieved but for such Change of Law ( taking into consideration the Lender' s or such Participant' s policies and the policies of the Lender' s or such Participant' s parent or holding company with respect to capital adequacy or liquidity), then from time to time upon written request of the Lender or such Participant the Authority shall promptly pay to the Lender or such Participant, as the case may be, such additional amount or amounts as will compensate the Lender or such Participant or the Lender' s or such Participant' s parent or holding company for any such reduction suffered.

Packet Pg. 477 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit c) Certificates for Reimbursement. A certificate of the Lender or a Participant setting forth the amount or amounts necessary to compensate the Lender or any such Participant or the Lender' s or any such Participant' s parent or holding company, as the case may be, as specified in paragraph ( a) or ( b) of this Section and delivered to the Authority, shall he conclusive absent manifest error. The Authority shall pay the Lender or any such Participant, as the case may be. the amount shown as due on any such certificate within ten ( 10) clays after receipt thereof. The City and the Authority each agree that the Bank' s and each Participant' s parent or holding company or any corporation controlling the Bank and/ or any such Participant shall have the same rights and benefits against the Authority under this Section 2. 03 as it would have had if such parent. or holding company or any corporation controlling the Bank and/ or any such Participant were the Bank or Participant, as applicable, hereunder; provided, however, that increased costs, increased capital or liquidity, or reduction in rate of return incurred by or imposed on the Bank' s and/ or each Participant' s parent or holding company or any corporation controlling the Bank and/ or any such Participant shall be without duplication of any increased costs, increased capital or liquidity, or reduction in rate of return incurred by or imposed on the Bank and/ or any such Participant.

Notwithstanding the foregoing, no Participant shall he entitled to receive ( nor shall the Lender be entitled to receive on behalf of any Participant) any greater payment under this Section 2. 03 than the Lender would have been entitled to receive without regard to any such participation unless such participation is made with the express written consent of the Authority. d) Delay in Requests. Failure or delay on the part of the Lender or any such Participant to demand compensation pursuant to this Section shall not constitute a waiver of the Lender' s or any such Participant' s right to demand such compensation; provided, however, the Authority shall not be required to compensate the Bank and/ or any Participant pursuant to this Section 2. 03, ( i) in an amount greater than that which it would have been required to pay if the Bank had not granted any participation in the Loans, or ( ii) for any increased costs incurred or reductions suffered more than six ( 6) months prior to the date that the Bank or any Participant, as the case may be, notifies the Authority of the Change in Law giving rise to such increased costs or reductions, and the Bank' s or any Participant' s intention to claim compensation therefor ( except that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six ( 6) month period referred to above shall be extended to include the period of retroactive effect thereof). e) Survival. Without prejudice to the survival of any other agreement of the Authority hereunder, the agreements and obligations of the Authority contained in this Section shall survive the termination of this Agreement and the payment in full of the Obligations of the Authority thereunder and hereunder.

Section 2. 04. Net of Taxes, Etc. ( a) Any and all payments to the Lender by the Authority hereunder shall be made free and clear of and without withholding or deduction for any and all Indemnified Taxes. If the Authority shall be required by law to withhold or deduct any Indemnified Taxes imposed by the United States or any political subdivision thereof from or in respect of any• sum payable hereunder to the Lender, then ( i) the sum payable shall be increased as may be necessary so that after making all required deductions ( including deductions applicable to additional sums payable under this Section 2. 04), the Lender receives an amount equal to the sum it would have received had no such deductions been made, ( ii) the Authority shall make such deductions and ( iii) the Authority shall pay the full amount deducted to the relevant taxation 23-
Packet Pg. 478 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit authority or other authority in accordance with applicable law. If the Authority shall make any payment under this Section 2. 04 to or for the benefit of the Lender with respect to Indemnified Taxes and if the Lender shall claim any credit or deduction for such Indemnified Taxes against any other taxes payable by the Lender to any taxing jurisdiction in the United States then the Lender shall pay to the Authority an amount equal to the amount by which such other taxes are actually reduced; provided, that the aggregate amount payable by the Lender pursuant to this sentence shall not exceed the aggregate amount previously paid by the Authority with respect to such Indemnified Taxes. In addition. the Authority' agrees to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of the United States of America or any state of the United States from any payment made hereunder or otherwise with respect to this Agreement ( hereinafter referred to as Other Taxes"). The Lender shall provide to the Authority within a reasonable time a copy of any written notification it receives with respect to Indemnified Taxes or Other Taxes owing by the Authority to the Lender hereunder; provided, that the Lender' s failure to send such notice shall not relieve the Authority of its obligation to pay such amounts hereunder. b) The Authority shall, to the fullest extent permitted by law and subject to the provisions hereof, pay the Lender for the full amount of Indemnified Taxes and Other Taxes including any Indemnified Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2. 04 paid by the Lender or any liability ( including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted; provided that the Authority shall not be obligated to pay the Lender for any penalties, interest or expenses relating to Indemnified Taxes or Other Taxes arising from the Lender' s gross negligence or willful misconduct. The Lender agrees to give notice to the Authority of the assertion of any claim against the Lender relating to such Indemnified Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided, that the Lender' s failure to notify the Authority promptly of such assertion shall not relieve the Authority of its obligation under this Section 2. 04. Payments by the Authority pursuant to this subsection ( b) shall be made within thirty ( 30) days from the date the Lender makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. The Lender agrees to repay to the Authority any refund including that portion of any interest that was included as part of such refund) with respect to Taxes or Other Taxes paid by the Authority pursuant to this Section 2. 04 received by the Lender for Indemnified Taxes or Other Taxes that were paid by the Authority pursuant to this Section 2. 04 and to contest, with the cooperation and at the expense of the Authority, any such Indemnified Taxes or Other Taxes which the Lender or the Authority reasonably believes not to have been properly assessed.
c) Within thirty ( 30) days after the date of any payment of Indemnified Taxes by the Authority, the Authority shall furnish to the Lender the original or a certified copy of a receipt evidencing payment thereof.
d) Without prejudice to the survival of any other agreement of the Authority hereunder, the agreements and obligations of the Authority contained in this Section shall survive the termination of this Agreement and the payment in full of the Obligations of the Authority thereunder and hereunder.
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Packet Pg. 479 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Section 2. 05. Ercess Interest. ( i) II the amount of interest payable for any period in accordance with the terms hereof exceeds the amount of interest that would be payable for such period had interest for such period been calculated at the maximum interest rate permitted by Applicable Law, then interest for such period shall be payable in an amount calculated at the maximum interest rate permitted by Applicable Law.
ii) Any interest that would have been due and payable for any period but for the operation of the immediately preceding subclause ( i) shall accrue and be payable as provided in this subclause ( u) and shall, less interest actually paid to the applicable Lender for such period. constitute the " Excess Interest Amount." If there is any accrued and unpaid Excess Interest Amount as of any date, then the principal amount with respect to which interest is payable shall bear interest at the maximum interest rate permitted by Applicable Law until payment to the Lender of the entire Excess Interest Amount.
iii) Notwithstanding the foregoing, on the date on which no principal amount hereunder remains unpaid, to the extent possible without violating Applicable Laws, the Authority shall pay to the Lender a fee equal to any accrued and unpaid Excess Interest Amount.

Section 2. 06. Taxable Date. ( i) In the event a Taxable Date occurs, the Authority hereby agrees to pay to the Lender or any Participant within 30 days of receipt of notice from a Lender 1) an amount equal to the difference between ( A) the amount of interest that would have been paid to the Lender, or such Participant, as applicable, on any Tax- Exempt Loans during the period for which interest on such Tax- Exempt Loans is includable in the gross income of the Lender or such Participant, as applicable, if such Tax- Exempt Loans had borne interest at the Taxable GrossUp Rate, beginning on the Taxable Date ( the " Taxable Period"), and ( B) the amount of interest actually paid to the Lender or such Participant, as applicable, during the Taxable Period, and ( 2) an amount equal to any interest, penalties or charges owed by the Lender, or any Participant, as applicable, as a result of interest on the Tax- Exempt Loans becoming includable in the gross income of the Lender or such Participant, as applicable, together with any and all reasonable attorneys' fees, court costs, or other out- of-pocket costs incurred by the Lender or such Participant. as applicable, in connection therewith.
ii) Subject to the provisions of clauses ( iii) and ( iv) below, the Lender shall afford the Authority the opportunity, at the Authority' s sole cost and expense, to contest ( 1) the validity of any amendment to the Code which causes the interest on such Tax- Exempt Loans to be includable in the gross income of the Lender or any Participant or ( 2) any challenge to the validity of the tax exemption with respect to the interest on the Tax- Exempt Loans, including the right to direct the necessary litigation contesting such challenge ( including administrative audit appeals). To the extent any such contest results in a determination that no Taxable Date occurred with respect to a Tax- Exempt Loan or any portion thereof, or that the relevant Taxable Date occurred later than previously assumed for purposes hereof, the Lender shall refund to Authority any amount paid to the Lender by the Authority pursuant to the provisions of clause ( i) above in excess of the amount that would have been payable, if any, if no Taxable Date had occurred or the relevant Taxable Date occurred later than previously assumed, as applicable.
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Packet Pg. 480 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit iii) As a condition precedent to the exercise by the Authority of its right to contest set forth in clause ( ii) above, the Authority shall, on demand, immediately reimburse the Lender or such Participant, as applicable, for any and all expenses ( including reasonable attorneys' fees for services that may be required or desirable) that may be incurred by the Lender or such Participant, as applicable, in connection with any such contest, and shall, on demand, immediately reimburse the Lender or such Participant, as applicable, for any and all penalties or other charges payable by the Lender or such Participant, as applicable, for failure to include such interest in its gross income. iv) Upon the occurrence of a Taxable Date, subject to Section 2. 12 hereof, the Authority may choose to repay the outstanding principal amount of Tax- Exempt Loans with the proceeds of a Taxable Loan.
v) The obligations of the Authority and the Lender under this Section 2. 06 shall survive the termination of this Agreement.

Section 2. 07. Determination of Tax- Exempt Rates and Taxable Loan Rates. ( a) For the period commencing on the Original Closing Date, to but not including the Amendment and Restatement Date, the Loans outstanding under the Existing Credit Agreement shall bear interest in accordance with the applicable terms and provisions specified in the Existing Credit Agreement as in effect from time to time prior to the Amendment and Restatement Date. b) Tax- Exempt Loans shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Tax- Exempt Rate. c) Taxable Loans shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Taxable Loan Rate. d) The initial Tax- Exempt Rate or Taxable Loan Rate, as applicable, for a particular Revolving Loan shall be determined by the Lender on the Computation Date immediately preceding the related borrowing date: provided, however, that ( i) if there are any Tax- Exempt Loans already outstanding on any borrowing (late, such new Tax- Exempt Loan shall bear interest at the Tax- Exempt Rate then in effect and ( ii) if there are any Taxable Loans already outstanding on any borrowing date, such new Taxable Loan shall bear interest at the Taxable Loan Rate then in effect. Following the determination of the initial rate, the applicable Tax- Exempt Rate or Taxable Loan Rate for the next succeeding Interest Accrual Period shall be determined by the Lender on the Computation Date immediately preceding such Interest Accrual Period, and such rate shall be effective on the immediately succeeding BSBY Index Rate Reset Date. Thereafter, the applicable Tax- Exempt Rate or Taxable Loan Rate shall be determined by the Lender on each Computation Date, and such rate shall be effective on the immediately succeeding BSBY Index Rate Reset Date. The Lender will consolidate the unpaid principal balance of the Tax- Exempt Loans so that all Tax- Exempt Loans bear interest at the same Tax- Exempt Rate and so there is only one ( 1) Interest Accrual Period in effect at any time for Tax- Exempt Loans. The Lender will consolidate the unpaid principal balance of the Taxable Loans so that all Taxable Loans bear interest at the same Taxable Loan Rate and so that there is only one ( 1) Interest Accrual Period in effect at any time for Taxable Loans.
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Packet Pg. 481 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Section 2. 08. Pledge of Authority Revenues and Obligations Absolute. ( a) The Authority hereby pledges the Authority Revenues to secure the payment of the principal of, premium, if any and interest on the Revolving Notes and the payment of all other amounts payable by the Authority under this Agreement. This pledge shall constitute a lien on and security interest in such assets and shall attach, be perfected and be valid and binding from and after delivery of the Revolving Notes, without any physical delivery thereof or further act. b) In addition, the Authority hereby grants a security interest in and assigns to the Lender all of the right, title and interest of the Authority in the Installment Sale Agreement as security for the repayment of all amounts payable under the Revolving Notes and under this Agreement. The Lender shall be entitled to and shall collect and receive all of the Authority Revenues, and any Authority Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Lender and shall forthwith be paid by the Authority to the Lender. The Lender shall also be entitled to take all steps, actions and proceedings reasonably necessary in its judgment to enforce all of the rights of the Authority and all of the obligations of the City under the Installment Sale Agreement. c) The City hereby acknowledges the foregoing pledge of the Authority Revenues and all of the rights, title and interest of the Authority in the Installment Sale Agreement. The City agrees to pay the Authority Revenues to the Lender to the extent amounts are owed hereunder and/ or under the Revolving Notes. None of the obligations of the Authority hereunder or under the Revolving Notes shall be a debt of the City within the meaning of any constitutional, statutory or charter limitation upon the creation of general obligation indebtedness of the City, and the Authority shall not be liable for the payment of any amounts hereunder or under the Revolving Notes out of any money of the Authority other than the Authority Revenues. d) The payment obligations of the Authority under this Agreement shall be unconditional and irrevocable obligations of the Authority, payable solely from Authority Revenues and paid strictly in accordance with the terms of this Agreement under all circumstances, including without limitation the following: ( i) any lack of validity or enforceability of the Related Documents or any provision thereof; ( ii) any amendment or waiver of or any consent to departure from all or any of the Related Documents; ( iii) the existence of any claim, set off, defense or other right which the Authority may have at any time against the Lender, or any other Person, whether in connection with the Related Documents, the transactions contemplated herein or therein or any unrelated transaction; or ( iv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Section 2. 09. Fees.
a) ( Indrawn Comm- itn. ent Fee. ( i) For the period commencing on the Original Closing Date to but not including the Amendment and Restatement Date, the Authority agrees to pay to the Lender a commitment fee in accordance with the applicable terms and provisions specified in the Existing Credit Agreement as in effect from time to time prior to the Amendment and Restatement Date. Such commitment fees shall be payable by the Authority on July 3, 2023. The Authority and the City each acknowledge and agree that all fees previously paid to the Lender under the Existing Credit Agreement were fully earned and nonrefundable. 27-
Packet Pg. 482 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit ii) For the period commencing on and including the Amendment and Restatement Date, the Authority shall pay to the Lender a per annum fee equal to the Undrawn Commitment Fee ( computed on the basis of a 360- day year, actual days elapsed) on the average daily Available Commitment, which fee shall be due and payable by the Authority quarterly in arrears on the first Business Day of each April, July, October and January of each calendar year ( beginning on the first such date to occur after the Closing Date) and on the Commitment Termination Date, or such earlier date on which the Commitment may he terminated in accordance with the terms of this Agreement. b) Reserved.
c) Termincition or Reduction Fee. The Authority shall pay to the Lender a Termination Fee in connection with a termination or reduction of the Commitment prior to the first anniversary of the Amendment and Restatement Date, in an amount equal to the applicable Termination Fee. payable on the date of such termination or reduction; provided that, anything herein to the contrary notwithstanding, no Termination Fee shall be payable by the Authority if (i) the Commitment is terminated following a request by the Lender for increased costs pursuant to Section 2. 03. hereof. or ( ii) such termination is the result of the interest rate on Revolving Loans being converted to the Alternate Rate pursuant to Section 2. 14 or 2. 15 hereof. d) Amendment, Consent or Waiver Fee. Upon each amendment hereof, consent or waiver hereunder or under any Loan Document, the Authority shall pay or cause to be paid attorneys' fees and expenses, if any, incurred by the Lender in processing such amendment, consent or waiver and a fee to the Lender in a minimum amount of$ 2, 500. e) Costs, Expenses and Tares. The Authority will promptly pay on demand ( i) the reasonable fees, costs and expenses of the Lender incurred in connection with the preparation. negotiation, execution and delivery of this Agreement, the Revolving Notes and the other Loan Documents, ( ii) the fees ( in an amount not to exceed $ 15, 000) and disbursements of Chapman and Cutler LLP, counsel to the Lender, incurred in connection with the preparation, execution and delivery of this Agreement, ( iii) the reasonable fees and disbursements of counsel or other reasonably required consultants to the Lender with respect to advising the Lender as to the rights and responsibilities under this Agreement and the other Loan Documents after the occurrence of any Default or alleged Default hereunder, or an Event of Default, ( iv) all reasonable costs and expenses, if any, in connection with any waiver or amendment of, or the giving of any approval or consent under, or any response thereto or the enforcement of this Agreement, the other Loan Documents and any other documents which may be delivered in connection herewith or therewith. including in each case the reasonable fees and disbursements of counsel to the Lender or other reasonably required consultants and ( v) any amounts advanced by or on behalf of the Lender to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or any Loan Document, together with interest at the Default Rate. In addition, the Authority shall pay any and all stamp taxes, transfer taxes, documentary taxes, and other taxes and fees payable or determined to be payable in connection with the execution and delivery of this Agreement( other than taxes based on the net income of the Lender) and agrees, to extent permitted by applicable law and public policy, to indemnify and hold the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes and 2$-
Packet Pg. 483 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit fees, including interest and penalties thereon. In addition, the Authority agrees to pay, after the occurrence of a Default, alleged Default or an Event of Default, all reasonable costs and expenses including attorneys' fees and costs of settlement) incurred by the Lender in enforcing any obligations or in collecting any payments due from the Authority hereunder by reason of such Default, alleged Default or Event of Default or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a " workout" or of any collection, insolvency, bankruptcy proceedings or other enforcement proceedings resulting therefrom.

Section 2. 10. Extension of Maturity Date. The Authority may request an extension of the Maturity Date in writing in the form of Exhibit E hereto not more than one hundred twenty ( 120) days prior to the then current Maturity Date. The Lender will make reasonable efforts to respond to such request within sixty ( 60) days after receipt of all information necessary, in the Lender' s judgment, to permit the Lender to make an informed credit decision. If the Lender fails to definitively respond to such request within such sixty ( 60) day period, the Lender shall he deemed to have refused to grant the extension requested. The Lender may, in its sole and absolute discretion, decide to accept or reject any such proposed extension and no extension shall become effective unless the Lender shall have consented thereto in writing in the form of Exhibit F hereto or otherwise. The Lender' s consent, if granted, shall be conditioned upon the preparation, execution and delivery of documentation in form and substance satisfactory to the Lender ( which may include, but shall not be limited to the delivery of a " no adverse effect opinion" of Bond Counsel to the Lender with respect to the tax- exempt status of the Revolving Notes).

Section 2. 11. Payments Due on Non- Business Days. In any case where the date of any payment due shall not be a Business Day, then payment need not be made on such date but shall be made on the next succeeding Business Day, with the same force and effect as if made on the date due, with interest to accrue to the date of such payment.

Section 2. 12. Breakage Expenses. In the event the Lender shall incur any loss, cost, or expense ( including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired or contracted to he acquired by the Lender or the relending or reinvesting of such deposits or other funds or amounts paid or prepaid to the Lender) as a result of any prepayment of the Revolving Loans, including any loss; cost, or expense resulting from prepayment on a clay other than an BSBY Index Rate Reset Date the " Breakage Expenses"), for any reason, whether before or after a Default, and whether or not such payment is required by any provision of this Agreement or the Related Documents, then upon the demand of the Lender, the Authority shall pay to the Lender a prepayment, redemption or conversion premium, as applicable, in such amount as will reimburse the Lender for such Breakage Expenses. if the Lender requests such Breakage Expenses it shall provide to the Authority a certificate setting forth the computation of the Breakage Expenses in reasonable detail and such certificate shall be conclusive if reasonably determined.

Section 2. 13. Reduction and Termination. ( a) Subject to the provisions of Section 2. 09( c) hereof, the Available Commitment shall be reduced from time to time as requested by the Authority within ten ( 10) days of the Authority' s written notice to the Lender requesting such reduction in the form of Exhibit G hereto; provided, that ( i) each such reduction amount shall be 29-
Packet Pg. 484 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit in an amount equal to 51 , 000, 000 or an integral multiple thereof, and ( ii) any reduction in the Available Commitment shall not be effective until the Lender delivers to the Authority a notice in the form attached hereto as Exhibit H reflecting such reduction. b) Subject to the provisions of Section 2. 09( c) hereof, the Authority may at any time and at its sole option terminate the Commitment upon ten ( 10) Business Days' prior written notice to the Lender in the form of Exhibit 0 hereto. Asa condition to any such termination, the Authority shall pay or cause to be paid all Obligations due and owing to the Lender at such time.

Section 2. 14. Illegality. lithe Lender determines that any law has made it unlawful. or that any Governmental Authority has asserted that it is unlawful, for the Lender to make, maintain or fund Revolving Loans whose interest is determined by reference to BSBY, or to determine or charge interest rates based upon BSBY, or any Governmental Authority has imposed material restrictions on the authority of the Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by the Lender to the Authority, any obligation of the Lender to make Revolving Loans with reference to BSBY shall be suspended until the Lender notifies the Authority that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Authority shall, upon demand from the Lender convert the interest on all Revolving Loans to Revolving Loans that bear interest at the Alternate Rate, either on the BSBY Index Rate Reset Date relating to such Revolving Loans, if the Lender may lawfully continue to maintain such Advances_ until such day, and if the Lender may not lawfully continue to maintain Revolving Loans through the BSBY Index Rate Reset Date therefor, then immediately upon demand. Upon any such conversion, the Authority shall also pay accrued interest on the amount so converted on the date of such conversion.

Section 2. 15. Adequacy of Interest Rate. ( a) Notwithstanding anything to the contrary in this Agreement or any other Related Document, but in any event subject to Sections 2. 05 and 2. 07 hereof, if the Lender determines ( which determination shall be conclusive absent manifest error) that:
i) deposits of a type and maturity appropriate to match fund Revolving Loans bearing interest at the Taxable Loan Rate or Tax- Exempt Rate are not available to the Lender in the relevant market, or
ii) the Taxable Loan Rate or Tax- Exempt Rate applicable to Revolving Loans is not ascertainable or available ( including, without limitation, because the applicable Reuters Screen ( or on any successor or substitute page on such screen) is unavailable) or does not adequately and fairly reflect the cost of making Revolving Loans at the Taxable Loan Rate or Tax- Exempt Rate,
then the Lender shall suspend the availability of the Taxable Loan Rate or Tax- Exempt Rate and require any affected Revolving Loans be repaid or converted to hearing interest at the Alternate Rate.
b) Inability to Determine Rates. ( i) If the Lender determines in its sole discretion that for any reason in connection with any Revolving Loan or a conversion to or continuation thereof 30-
Packet Pg. 485 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit that ( A) the administrator of the BSBY Rate ( or any substitute index which replaces the BSBY Rate ( the BSBY Rate or such replacement, the " Benchmark")) has made a public statement that. such Benchmark will no longer be provided, ( B) the administrator of the Benchmark has announced that such Benchmark is no longer representative or( C) any similar circumstance exists such that such Benchmark has become permanently unavailable or ceased to exist, the Lender will promptly so notify the City and the Authority. Upon such determination, the obligation of the Lender to make or maintain Revolving Loans whose interest is determined by reference to the BSBY Rate shall be suspended until the Lender revokes such notice. The Lender will replace such Benchmark with a replacement rate. In the case of the BSBY Rate, such replacement rate will be Term SOFR: provided that if the Lender determines in its sole discretion that Term SOFR is not. available for the applicable Revolving Loan at the time of such replacement, then such replacement rate will be Daily Simple SOFR. In connection with the selection and implementation of any such replacement rate, the Lender may make any technical, administrative or operational changes that the Lender decides may be appropriate to reflect the adoption and implementation of such replacement rate. The Lender' s internal records of applicable interest rates shall be determinative in the absence of manifest error. If the alternate rate of interest determined pursuant to this Section 2. 15( b) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. For purposes of this Agreement, ( 1) " Board" means the Board of Governors of the Federal Reserve System together with any committees convened by the Board of Governors of the Federal Reserve System, ( 2) " SOFR" means the secured overnight financing rate which is published by the Board and available at www.newyorkled. org; ( 3) " Term SOFR" means the greater of ( x) zero percent ( 0%) and ( y) a forward- looking term rate based on SOFR and recommended by the Board plus 0. 11448% ( 1 1 . 448 basis points) for a one- month tenor; and ( 4) Daily Simple SOFR" means the greater of ( x) zero percent ( 0%) and ( y) a daily rate based on SOFR and determined by the Lender in accordance with the conventions for such rate selected by the Lender, plus 0. 1 1448% ( 11 . 448 basis points).
ii) Opinion or Tax Gross- up Required. Upon the transition from a Benchmark to a replacement rate', either: ( 1) the Authority, at its own expense, will deliver to the Lender an opinion of Bond Counsel acceptable to the Lender that the replacement of a Benchmark with a replacement rate does not adversely affect the exclusion from gross income of interest on the Tax- Exempt Revolving Loans for the Lender or any other holder of the TaxExempt Note; or ( 2) if no such opinion is delivered to the Lender on the effective date of such replacement, a Determination of Taxability shall have been deemed to have occurred and, thereafter, any outstanding Tax- Exempt Revolving Loan shall bear interest at the Taxable Rate.

ARTICLE III

CONDITIONS PRECEDENT
Section 3. 01. Documentary Requirements for Agreement to Extend Credit. The obligation of the Lender to continue to extend credit as contemplated by this Agreement is subject to the conditions precedent that the Lender shall have received, on or before the Amendment and 31-
Packet Pg. 486 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Restatement Date, the items listed below in this Section, each dated and in form and substance as is satisfactory to the Lender and its counsel.
a) A true and correct copy of the actions taken to approve the execution. delivery and performance of this Agreement, certified by a duly authorized officer of the Authority and/ or the City, as applicable;
b) An executed copy of this Agreement;
c) A certificate by an officer of each of the Authority and the City certifying the names and signatures of the persons authorized to sign, on behalf of the City and the Authority, the Loan Documents to which it is a party and the other documents to be delivered by it hereunder or thereunder;
d) An opinion of counsel to the City and the Authority; e) An opinion of Bond Counsel;
f) Written confirmation( which may be in the form of one or more screenshots) of the Obligor Ratings as of the Amendment and Restatement Date; g) A certificate signed by the Authority and the City, stating that on and as of the Amendment and Restatement Date ( i) the Authority and the City are each in compliance with all of the terms and provisions of the Related Documents; ( ii) each representation and warranty on the part of each of the City and the Authority contained in the Related Documents is true and correct as though made on and as of the Amendment and Restatement Date; ( iii) no Default or Event of Default has occurred and is continuing or would result from the execution or performance of the Related Documents to which the City or the Authority is a party; and ( iv) no petition by or against the City or the Authority has at any time been filed under the United States Bankruptcy Code or under any similar Law;
h) Payment of the reasonable fees and expenses of the Lender and counsel to the Lender incurred in connection with the transactions contemplated by the Loan Documents, subject to the limitations otherwise provided herein; and i) Such other instruments, documents and opinions as the Lender shall reasonably require to comply with the provisions of the Related Documents and the requirements of any Governmental Authority to which the Lender, the City or the Authority is subject.

Section 3. 02. Credit Requirements. Prior to the Amendment and Restatement Date, the Lender shall have determined, in its sole discretion, based in part upon the information and reports submitted by the City or the Authority, that the City and the Authority has met the Lender' s credit requirements.
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Packet Pg. 487 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Section 3. 03. Conditions Precedent to Each Advance Hereunder. The obligation of the Lender to make an Advance hereunder shall be subject to ( a) receipt by the Lender, at least two 2) Business Days prior to the date the Advance is to he funded, of a duly completed Request for Advance, which shall include the following certifications: ( i) each representation and warranty on the part of the City and the Authority contained in the Loan Documents is true and correct as though made on and as of the date of the Advance; provided, that with respect to Section 4. 01( e),

4. 02( e) and 4. 02( i), such representations and warranties shall be true and correct as of the Amendment and Restatement Date; provided, further, that with respect to Section 4. 02( j), such representation and warranty shall be deemed to refer to the most recent financial statements delivered pursuant to Section 5. 02( a)( i) hereof; and ( ii) no Default or Event of Default has occurred and is continuing or would result from funding the Advance, and ( b) if the Advance is in respect of a Tax- Exempt Loan, ( i) satisfaction of the condition that none of the City, the Authority or the Lender shall have received written notice from Bond Counsel to the effect that the tax opinion delivered pursuant to Section 3. 04 hereof may no longer be relied upon, and ( ii) receipt by the Lender of a copy of a completed Form 8038- G to be filed by the City and the Authority, but only in the event that a new Form 8038- G is required by Bond Counsel.

Section 3. 04. Conditions Precedent to the Initial Tax- Exempt Loan. The obligation of the Lender to make an Advance hereunder relating to the making of the initial Tax- Exempt Loan hereunder shall be subject to receipt by the Lender, at least two ( 2) Business Days prior to the date such Advance is to be funded. of( a) a duly completed Request for Advance in the form required by Section 3. 03 hereof, ( b) a tax opinion of Bond Counsel with regard to interest on each TaxExempt Loan made or to be made hereunder, in form and substance satisfactory to the Lender, and c) a copy of a completed Form 8038- G to be filed by the City and the Authority.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
Section 4. 01. Representations and Warranties of the Authority. The Authority represents and warrants that:
a) Organization and Powers'. The Authority ( a) is a joint exercise of powers authority duly formed and existing under the Joint Powers Agreement and the Act, ( b) has all powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, ( c) has all required power and authority to execute, deliver and perform its obligations under this Agreement and the Loan Documents to which it is a party and ( d) is licensed or qualified to do business in each jurisdiction where the ownership of property or the conduct of its business requires such qualifications.
b) Authorization; Contravention. The adoption, execution, delivery and performance by the Authority of the Loan Documents to which it is a party and the making of the borrowings hereunder are within the Authority' s power and authority', have been duly authorized by all necessary action by the Authority and do not contravene, or result 33-
Packet Pg. 488 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit in the violation of or constitute a default under, any provision of the Constitution of the State of California or any applicable law or regulation, or any order, rule or regulation of any court, governmental agency or instrumentality or any agreement, resolution or instrument to which the Authority is a party or by which it or any of its property is bound. c) Govern/ nen/ a/ Consent or Approval. No authorization, consent, approval, permit, license, exemption of or filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality is or will be necessary for the valid execution, delivery or performance by the Authority of the Loan Documents to which it is a party except such consents, authorizations, orders and approvals ( copies of which have been furnished to the Lender) as have been obtained, were validly issued and are in full force and effect.
d) Binding Effect. This Agreement and each Revolving Note each have been duly executed by the Authority and delivered in accordance with this Agreement and the Loan Documents. Each of the Loan Documents to which the Authority is a party has been duly executed and delivered by or on behalf of the Authority. Each of the Loan Documents to which the Authority is a party constitute valid and binding obligations of the Authority enforceable in accordance with their respective terms against the Authority, except as such enforceability may be limited to ( i) bankruptcy, insolvency, reorganization, or similar laws affecting creditors' rights generally, ( ii) general principles of equity, ( iii) the exercise of judicial discretion in appropriate cases, and ( iv) the limitations on legal remedies against joint powers authorities in the State of California.
e) Litigation. As of the Amendment and Restatement Date, except as disclosed in writing by the Authority to the Lender prior to the Amendment and Restatement Date, there are no actions, suits or proceedings pending with service of-process accomplished or, to the best of the knowledge of the Authority, threatened in writing, against or affecting the Authority or relating to the Loan Documents, in any court or before or by any governmental department, agency or instrumentality in which there is a reasonable possibility of any adverse decision which could have a Material Adverse Effect together with the litigation described in Section 4. 02( e), " Material Litigation"). f) Compliance.. No Dc%ault. No " event of default" specified in any of the Loan Documents to which the Authority is a party and no event which, with the giving of notice or lapse of time or both would become such an event of default, has occurred and is continuing.
g) Immunity. The Authority is not entitled to claim immunity on the grounds of sovereignty or other similar grounds ( including, without limitation, governmental immunity) with respect to itself or its revenues ( irrespective of their use or intended use) from ( i) any action, suit or other proceeding arising under or relating to this Agreement or any other Related Document, ( ii) relief by way of injunction, order for specific performance or writ of mandamus or for recovery of property or ( iii) execution or enforcement of any judgment to which it or its revenues might otherwise be made subject in any action, suit or proceeding relating to this Agreement or any other Related Document, 34-
Packet Pg. 489 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit and no such immunity ( whether or not claimed) may be attributed to the Authority or its revenues.
h) Security for the Obligations. To secure the obligations of the Authority hereunder, the Authority has assigned and granted a first priority, perfected security interest. in all of its rights, title and interest in the Installment Sale Agreement, together with the Installment Payments thereunder, to the Lender. This Agreement is the " Credit Agreement" under, as defined in and for purposes of each of the Installment Sale Agreement, the Taxable Note, the Tax- Exempt Note and the Term Loan Note. i) Information. All information supplied and statements and representations made to the Lender by an authorized Person on behalf of the Authority in any financial., credit or accounting statement, application for credit or other statement or document furnished to the Lender in connection with this Agreement, whether prior to, contemporaneously with or subsequent to the execution hereof, and any certificate, document, schedule or other writing furnished to the Lender pursuant to this Agreement or in response to a request made by the Lender pursuant to this Agreement, are and will be, when furnished in all material respects true, complete, correct, valid, genuine and what they purport or are represented to be.
l) Incorporation of Representations and Warranties by Reference. The Authority hereby makes to the Lender the same representations and warranties made by the Authority in each Related Document to which it is a party, which representations and warranties, as well as the related defined terms contained therein, are hereby incorporated by reference for the benefit of the Lender with the same effect as if each and every such representation and warranty and defined term were set forth herein in its entirety. No amendment to such representations and warranties or defined terms made pursuant to any Related Document shall be effective to amend such representations and warranties and defined terms as incorporated by reference herein without the prior written consent of the Lender.
k) Regulation U. The Authority is not entering into this Agreement and the transactions contemplated hereby for the purpose of purchasing or carrying Margin Stock as defined in Regulation U of the Board of Governors ofthe Federal Reserve System.

I) Usury. Assuming that the Lender is an exempted class of persons within the meaning of Article 15 of the California Constitution, the terms of this Agreement and the Loan Documents regarding the calculation and payment of interest and fees do not violate any applicable usury laws of the State of California. m) No Proposed Legal Changes. As of the Amendment and Restatement Date, except as previously disclosed in writing to the Lender, to the knowledge of the Authority' s Treasurer since the Closing Date no amendment to the Constitution of the State of California or any published administrative interpretation of the Constitution of the State of California and no law has been enacted and no final and non- appealable judicial decision interpreting any of the foregoing, the effect of which could reasonably be expected to have a Material Adverse Effect.
35-
Packet Pg. 490 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit n) Anti- Terrorism Representations.
i) The Authority is not in violation of any laws relating to terrorism or money laundering (" Anti- Terrorism Laws"), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 ( the " Executive Order"), and the Patriot Act;
ii) The Authority is not any of the following:

A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
B) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
C) a Person with which the Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti- Terrorism Law; 0) a Person that commits, threatens or conspires to commit or supports " terrorism" as defined in the Executive Order; or E) a Person that is named as a " specially designated national and blocked person" on the most current list published by the Office of Foreign Asset Control (" OFAC") or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any replacement website or other replacement official publication of such list; o) Compliance with Applicable Law. The Authority is incompliance in all material respects with the requirements of all applicable law, including all governmental approvals, except in such instances in which ( i) such requirement of applicable law is being contested in good faith by appropriate proceedings diligently conducted by or on behalf of the Authority or ( ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
p) Employee Benefit Plans. The Authority does not maintain or contribute to, and has not maintained or contributed to, an employee pension benefit plan that is subject to Title IV of ERISA.
q) Anti- Corruption Laws: Sanctions. The Authority and its officers and employees and to the knowledge of the Authority, its directors and agents, are in compliance with Anti- Corruption Laws and applicable Sanctions in all material respects.

Neither the Authority nor to the knowledge of the Authority nor any of its directors, officers or employees is a Sanctioned Person. No Loan, use of the proceeds of any Loan or other transactions contemplated hereby will violate Anti- Corruption Laws or applicable Sanctions. Neither the making of the Loans hereunder nor the use of the proceeds thereof will violate the Patriot Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department ( 31 C. F. R.. 36-
Packet Pg. 491 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto. The Authority is in compliance in all material respects with the Patriot Act.

Section 4. 02. Representations and Warranties of the City. The City represents and warrants that:
a) Organization and Powers. The City ( a) is a municipal corporation duly organized and existing under the Constitution and laws of the State of California, ( b) has all powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, ( c) has all required power and authority to execute, deliver and perform its obligations under this Agreement and the Related Documents to which it is a party and ( d) is licensed or qualified to do business in each jurisdiction where the ownership of property or the conduct of its business requires such qualifications.
b) Authorization, Contravention. The adoption, execution, delivery and performance by the City of the Related Documents to which it is a party are within the City' s power and authority, have been duly authorized by all necessary action by the City and do not contravene, or result in the violation of or constitute a default under, any provision of the Constitution of the State of California or any applicable law or regulation, or any order, rule or regulation of any court, governmental agency or instrumentality or any agreement, resolution or instrument to which the City is a party or by which it or any of its property is bound.
c) Governmental Consent or Approval. No authorization, consent, approval; permit, license, exemption of or filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality is or will be necessary for the valid execution, delivery or performance by the City of the Related Documents to which it is a party except such consents, authorizations, orders and approvals ( copies of which have been furnished to the Lender) as have been obtained, were validly issued and are in full force and effect.
d) Binding Effect. Each of the Loan Documents to which the City is a party has been duly executed and delivered by or on behalf of the City. Each of the Related Documents to which the City is a party constitute valid and binding obligations of the City enforceable in accordance with their respective terms, except as such enforceability may be limited by ( i) bankruptcy, insolvency, reorganization, or similar laws affecting creditors' rights generally, ( n) general principles of equity, ( iii) the exercise of judicial discretion in appropriate cases, and ( iv) the limitations on legal remedies against cities in the State of California.
e) Litigation. On the Amendment and Restatement Date, except as disclosed in writing to the Lender prior to the Amendment and Restatement Date, there are no actions, suits or proceedings pending with service of process accomplished or, to the best of the knowledge of the City, threatened in writing, against or affecting the City or relating 37-
Packet Pg. 492 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit to the Related Documents, in any court or before or by any governmental department, agency or instrumentality in which there is a reasonable possibility of any adverse decision which could have a Material Adverse Effect ( together with the litigation described in Section 4. 01( e), " Material Litigation ").
f) Compliance; No Default. No " event of default" specified in any of the Related Documents to which the City is a party and no event which, with the giving of notice or lapse of time or both would become such an event of default, has occurred and is continuing.
g) immunity. The City is not entitled to claim immunity on the grounds of sovereignty or other similar grounds ( including, without limitation, governmental immunity) with respect to itself or the Net Revenues ( irrespective of their use or intended use) from( i) any action, suit or other proceeding arising under or relating to this Agreement or any other Related Document, ( ii) relief by way of injunction, order for specific performance or writ of mandamus or for recovery of property or ( iii) execution or enforcement of any judgment to which it or its revenues might otherwise be made subject. in any action, suit or proceeding relating to this Agreement or any other Related Document, and no such immunity ( whether or not claimed) may be attributed to the City. h) Security for the Obligations. The Installment Sale Agreement and the Installment Payments owing thereunder are secured by a pledge of and Lien on Net Revenues, subject only to the Lien on Net Revenues securing amounts owed under the Senior Lien Obligations.
i) Environmental Lawns. As of the Amendment and Restatement Date, except as disclosed in writing to the Lender prior to the Amendment and Restatement Date, the City has not received notice to the effect that its operations are not in compliance with any of the requirements of applicable Environmental Laws, or are the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any Hazardous Materials into the environment, which noncompliance or remedial action would have a Material Adverse Effect.
j) Financial Information. The balance sheet of the City as at June 30, 2022, and the related statement of revenues, expenses and changes in net assets and statement of' cash flows for the Fiscal Year then ended, copies of all of which have been delivered to the Lender, fairly present the financial position of the City at such date and the results of its operations and changes in financial position for the Fiscal Year then ended, in conformity with generally accepted accounting principles consistently applied ( except as stated therein). As of the Amendment and Restatement Date, since the date of such financial statements, except as disclosed to the Lender prior to the Amendment and Restatement Date, there has been no Material Adverse Change.
k) Information. All information supplied and statements and representations made to the Lender by an authorized Person on behalf of the City in any financial, credit or accounting statement, application for credit or other statement or document furnished to the Lender in connection with this Agreement, whether prior to, contemporaneously with 38-
Packet Pg. 493 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit or subsequent to the execution hereof, and any certificate, document, schedule or other writing furnished to the Lender pursuant to this Agreement or in response to a request made by the Lender pursuant to this Agreement, are and will be, when furnished in all material respects true, complete, correct, valid, genuine and what they purport or are represented to be.

I) lncoiporation of Representations and Warranties by, Reference. The City hereby makes to the Lender the same representations and warranties made by the City in each Related Document to which it is a party, which representations and warranties, as well as the related defined terms contained therein, are hereby incorporated by reference for the benefit of the Lender with the same effect as if each and every such representation and warranty and defined term were set forth herein in its entirety. No amendment to such representations and warranties or defined terms made pursuant to any Related Document shall be effective to amend such representations and warranties and defined terms as incorporated by reference herein without the prior written consent of the Lender. m) Regulation U. The City is not entering into this Agreement and the transactions contemplated hereby for the purpose of purchasing or carrying margin stock as defined in Regulation U of the Board of Governors of the Federal Reserve System. n) Usury. Assuming that the Lender is an exempted class of persons within the meaning of Article 15 of the California Constitution, the terms of this Agreement and the Loan Documents regarding the calculation and payment of interest and fees do not violate any applicable usury laws of the State of California. o) No Proposed Legal Changes. As of the Amendment and Restatement Date, except as previously disclosed in writing to the Lender, to the knowledge of the City' s Finance Director since the Amendment and Restatement Date no amendment to the Constitution of the State of California or any published administrative interpretation of the Constitution of the State of California and no law has been enacted and no final and nonappealable judicial decision interpreting any of the foregoing, the effect of which could reasonably be expected to have a Material Adverse Effect. p) Anti- ierrorisni Representations.
i) The City is not in violation of any Anti- Terrorism Laws; ii) The City is not any of the following:

A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
B) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
C) a Person with which the Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; 39-
Packet Pg. 494 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit 0) a Person that commits, threatens or conspires to commit or supports " terrorism" as defined in the Executive Order; or E) a Person that is named as a " specially designated national and blocked person" on the most current list published by the OFAC or any list of Persons issued by OF AC pursuant to the Executive Order at its official website or any replacement website or other replacement official publication of such list;
q) Compliance with Applicable Lace. The City in compliance in all material respects with the requirements of all applicable law, including all governmental approvals, except in such instances in which ( i) such requirement of applicable law is being contested in good faith by appropriate proceedings diligently conducted by or on behalf of the City or ( ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
r) Insurance. The City currently maintains insurance with respect to the Electric System of such type and in such amounts or in excess of such amounts as are customarily carried by, and insures against such risks as are customarily insured against by, Persons and projects of like type, size and character. s) Employee Benefit Plans. The City does not maintain or contribute to, and has not maintained or contributed to, an employee pension benefit plan that is subject to Title IV or ERISA.
t) Anti- Corruption Laws: Sanctions. The City and its officers and employees and to the knowledge of the City, its directors and agents, are in compliance with AntiCorruption Laws and applicable Sanctions in all material respects. Neither the City nor to the knowledge of the City nor any of its directors, officers or employees is a Sanctioned Person. No Loan, use of the proceeds of any Loan or other transactions contemplated hereby will violate Anti- Corruption Laws or applicable Sanctions. Neither the making of the Loans hereunder nor the use of the proceeds thereof will violate the Patriot Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department ( 31 C. F. R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto.

The City is in compliance in all material respects with the Patriot Act.

AR' T' ICLE V

COVENANTS OF THE AUTHORITY
Section 5. 01. Covenantx of the Authority. The Authority covenants and agrees with the Lender that it will do the following so long as any amounts may be drawn hereunder and for so 40-
Packet Pg. 495 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit long as any amounts are owing to the Lender hereunder or under the Revolving Notes, unless the Lender shall otherwise consent in writing:
a) MO-motion. The Authority covenants and agrees that, at all times from and after the Original Closing Date until the Maturity Date and until payment in full of all amounts due and owing to the Lender hereunder, the Authority will deliver to the Lender:
i) Amendments. Promptly after the adoption thereof, copies of any amendments of or supplements to any of the Loan Documents. ii) Other Information. Such other information regarding the Authority as the Lender may reasonably request.
b) Notices.
i) Notice of Default. The Authority shall provide to the Lender prompt notice by telephone, promptly confirmed in writing, of any Default or Event of Default.
ii) Notice of Material Adverse Change, Material .Adverse Effect and Taxable Date. The Authority shall provide to the Lender in writing, promptly upon learning thereof, notice of any event that could reasonably be expected to result in a Material Adverse Change, any Taxable Date and any event which could reasonably be expected to have a Material Adverse Effect or could reasonably be expected to cause a Taxable Date to occur.
iii) Litigation anti other Notices. The Authority shall provide to the Lender in writing, promptly upon learning thereof, notice of any criminal investigation or proceeding by a Governmental Authority involving the criminal conduct of the Authority or the criminal conduct of any officer or managerial employee of the Authority related to the official duties of such officer or managerial employee.
c) No Amendment of Loan Documents. The Authority will not permit or consent to any amendment to or modification, waiver, or termination of any of the Loan Documents without the prior written consent of the Bank. d) Related Obligations and Incoiporation of Covenants. The covenants of the Authority set forth in the Loan Documents to which it is a party, as well as related defined terms contained therein, are hereby incorporated by reference herein with the same effect as if each and every such provision were set forth herein in its entirety for the benefit of the Lender and shall be enforceable by the Lender against the Authority. All such incorporated covenants shall be in addition to the express covenants contained herein and shall not be limited by the express covenants contained herein nor shall such incorporated covenants be a limitation on the express covenants contained herein. To the extent that any such incorporated provision permits any Person to waive compliance with or consent to such provision or requires that a document, opinion, report or other instrument or any 41-
Packet Pg. 496 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit event or condition be acceptable or satisfactory to any Person, for purposes of this Agreement, such compliance shall be waived, or such provision shall be consented to, only if it is waived or consented to, as the case may be, by the Lender and such document, opinion, report or other instrument shall be acceptable or satisfactory only if acceptable or satisfactory to the Lender. No amendment to such covenants ( or the defined terms relating thereto) made pursuant to the Loan Documents shall be effective to amend such incorporated covenants without the written consent of the Lender. Notwithstanding the termination or expiration of any Related Document, the Authority shall, unless such Related Document has terminated or expired in accordance with its terms and has been replaced by a new Related Document, continue to observe the covenants therein contained for the benefit of the Lender until the termination of this Agreement. e) Taxes and Liabilities. The Authority will pay or cause to be paid and discharged ( a) all its indebtedness and obligations promptly and in accordance with their terms to the extent that such failure to pay or discharge would adversely affect the rights of the Lender hereunder or under the Loan Documents or the ability of the Authority to perform its obligations under the Revolving Notes or this Agreement and ( b) promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits, or upon any of its property, real, personal or mixed, or upon any part thereof, in each case before the same shall become in default which, if not paid, would likely have a Material Adverse Effect.
f) Further Assurances. The Authority will at any and all times, insofar as it may be authorized so to do by law, pass, make, do, execute, acknowledge and deliver all and every such further resolutions, acts, deeds, conveyances, assignments, recordings, filings, transfers and assurances as may be necessary or, in the reasonable judgment of the Lender, desirable for the better assuring, conveying, granting, assigning, and confirming all and singular the rights, revenues, and other funds hereby pledged or assigned to the payment of the Note, or intended so to be, of which the Authority may become bound to pledge or assign. From time to time hereafter, the Authority will execute and deliver such additional instruments, certificates or documents, and will, take all such actions as the Lender may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and each of the other Loan Documents or for the purpose of' more fully perfecting or renewing the Lender' s rights with respect to any rights, properties or assets subject to such documents pursuant hereto or thereto. g) Most Favored Lender. From and after the Original Closing Date, in the event that the City or the Authority has entered or shall enter into or otherwise consent to any agreement or instrument relating to the issuance of Debt payable from or secured by Net Revenues on a parity with the Loans ( or any amendment, supplement or modification thereto) ( each a" Relevant Agreement") under which any Person undertakes to make loans, to refinance or restructure existing Debt payable from or secured by Net Revenues on a parity with the Loans or to extend credit or liquidity to the City or the Authority or pursuant. to which the City or Authority and a Person agree to an Interest. Rate Swap Agreement payable from or secured by Net Revenues on a parity with the Loans or other similar arrangement, which Relevant Agreement ( i) provides such Person with a covenant, provision or agreement which is more restrictive, as to the City or the Authority, 42-
Packet Pg. 497 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit ii) provides for additional events of default, or ( iii) gives or grants greater rights or remedies to such Person ( each, a " Favored Covenant") than, in' the case of ( i), are undertaken by the City or the Authority herein or, in the case of( ii) and ( iii), are given or granted to the Lender herein, then each such Favored Covenant shall automatically be deemed to be incorporated into this Agreement and the Lender shall have the benefits of each such Favored Covenant as if specifically set forth in this Agreement for the duration of such Relevant Agreement. The Authority shall give the Lender notice and a copy of any Relevant Agreement prior to entering into such Relevant Agreement. If necessary, the City and the Authority shall promptly enter into an amendment to this Agreement to include the Favored Covenant; provided that the Lender shall maintain the benefit of such Favored Covenant even if the City and the Authority fail to provide such amendment. The Authority hereby represents and warrants that on the Amendment and Restatement Date it is not party to ( and, for the period from and including the Original Closing Date to and including the Amendment and Restatement Date, has not been a party to) a Relevant Agreement that contains more restrictive covenants than those contained in this Agreement. h) Maintenance ofBooks and Records. The Authority shall keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities related to the Installment Sale Agreement.
i) Exempt Status. The Authority shall not take any action or omit to take any action that, if taken or omitted, would adversely affect the excludability of interest on the Tax- Exempt Note from the gross income of the Lender thereof for purposes of federal income taxation under the Code.
j) Licenses, Permits, Etc. All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction in the matter which are required for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Authority of its obligations hereunder and under the other Loan Documents to which it is a party have been and shall at all times in all material respects be duly maintained and complied with by the Authority.
k) Laws and Contracts. The Authority shall do all things necessary to maintain and comply with all necessary authorizations, approvals, consents and rights material for the conduct of its business as it is presently being conducted and the ownership and operations of its facilities as they are presently being operated and comply in all material respects with all present and future laws ( including Environmental Laws, Anti- Corruption Laws and applicable Sanctions), statutes, rules, regulations, codes, ordinances, orders, writs, judgments, decrees, awards, injunctions, restrictive covenants and requirements binding upon or applicable to it, its assets or its operations to the extent that a failure to so maintain or comply would materially and adversely affect( in the reasonable opinion of the Lender) the rights of the Lender hereunder or the ability of the Authority to perform its obligations under the Revolving Notes or this Agreement. The Authority shall comply in all material respects with any credit agreement, indenture, mortgage, agreement or other instrument to which it is a party or otherwise subject to the extent that a failure to comply 43-
Packet Pg. 498 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit would materially and adversely affect ( in the reasonable opinion of the Lender) the rights of the Lender hereunder or the ability of the Authority to perform its obligations under the Revolving Notes or this Agreement. The Authority will promptly furnish copies of all default notices under any such laws and any outstanding contracts or agreements, a default under which would likely have a Material Adverse Effect.

I) Existence. The Authority shall maintain its existence. m) Liens'. The Authority shall not cause or permit there to be any Lien on its rights under the Installment Sale Agreement except for the Lien in favor of the Lender.

The Authority shall not assign or transfer any of its rights under the Installment Sale Agreement except to the Lender.
n) Filing ofAgreement. In the event that the Authority delivers this Agreement to the Municipal Securities Rulemaking Board, for filing with EMMA, the filed copy of this Agreement shall be redacted in a manner satisfactory to the Lender. o) Immunity. The Authority irrevocably agrees that it will not assert or claim any immunity on the grounds of sovereignty or other similar grounds ( including, without limitation, governmental immunity) from ( i) any action, suit or other proceeding arising under or relating to this Agreement or any other Related Document, ( ii) relief by way of injunction, order for specific performance or writ of mandamus or ( iii) execution or enforcement of any judgment to which it might otherwise be entitled in any such action, suit or other proceeding, and the Authority hereby irrevocably waives, to the fullest extent permitted by applicable law all such immunity.
p) Interest Rate Swap Agreements. The Authority shall at all times require that any termination fees payable in connection with any Interest Rate Swap Agreement entered into by the Authority and payable from and secured by payment of Authority Revenues; shall be subordinate to the payment of the Revolving Notes and the Obligations hereunder.

The Authority shall not provide any collateral to support the obligations of the Authority under any Interest Rate Swap Agreement entered into by the Authority and payable solely from Authority Revenues, other than a Lien on Authority Revenues. Except as set forth in the first sentence of this Section, the Authority shall at all times require that any Lien on Authority Revenues securing any Interest Rate Swap Agreement entered into by the Authority and payable from and secured by Authority Revenues, be on a parity with the Lien securing the Debt to which such Interest Rate Swap Agreement relates. q) No Bond Rating: DTC; Offering Document; CUSIP. - The Notes shall not be ( i) assigned a specific rating by any Rating Agency, ( ii) registered with The Depository Trust Company or any other securities depository, ( iii) issued pursuant to any type of official statement, private placement memorandum or other offering document. iv) assigned a CUSIP number by Standard & Poor' s CUSIP Service Bureau or ( v) placed or offered by a broker- dealer in the capacity of an underwriter or a placement agent. r) Use of Proceeds. The Authority shall not use or allow to be used, and its directors, officers, employees and agents shall not use or allow to be used, the proceeds of 44-
Packet Pg. 499 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit any of the Loans ( i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti- Corruption Laws or ( ii) in any manner that would result in the violation of any applicable Sanctions.

Section 5. 02. Covenants of the City. The City covenants and agrees with the Lender that it will do the following so long as any amounts may be drawn hereunder and for so long as any amounts are owing to the Lender hereunder or under the Revolving Notes, unless the Lender shall otherwise consent in writing:
a) Information. The City covenants and agrees that, at all times from and after the Original Closing Date until the Maturity Date and until payment in full of all amounts due and owing to the Lender hereunder, the City will deliver to the Lender:
i) as soon as available and in any event within 270 days after the end of each Fiscal Year of the City, ( A) a copy of the annual audit report of the City, certified to the City as having been prepared in accordance with generally accepted accounting principles consistently applied by independent certified public accountants of recognized standing, including a balance sheet of the City as of the end of such Fiscal Year and related statement of revenues, expenses and changes in net assets and statement of cash flows for the Fiscal Year ended and ( B) a letter from a City Representative addressed to the Lender in the form of Exhibit I stating that no Default or Event of Default has cone to his or her attention which was continuing at the end of such Fiscal Year or on the date of such letter, or, if such Default or Event of Default has come to such officer' s attention and was continuing at the end of such Fiscal Year or on the date of such letter, indicating the nature of such Default or Event of Default and the action which the City proposes to take with respect thereto.
ii) as soon as practicable and in any event within 60 days after the end of the first three quarters of the Electric System for each Fiscal Year, the unaudited financial report of the Electric System as of the end of such fiscal quarter, which includes information as to actual financial results compared to results contemplated by an annual budget, prepared from the books and records of the Electric System on a consistent basis:
iii) in connection with the delivery of the financial statements set forth in paragraph ( i) of this Section 5. 02( a), a certificate of a City Representative ( i) to the effect that as of the date of such certificate no Default or Event of Default has occurred, or ( ii) if a Default or Event of Default has occurred specifying the nature of such Default or Event of Default, the period of its existence, and the action which the City is taking or proposes to take with respect thereto unless such Default or Event of Default has previously been reported pursuant to Section 5. 02( b)( i) below. and no change in the status of such Default or Event of Default has occurred:
45-
Packet Pg. 500 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit iv) Budget. As soon as available, the annual capital and operating budgets of the Electric System for such upcoming Fiscal Year. Additionally, promptly after the adoption thereof, any amendments to the annual operating budget that could reasonably be expected to result in a Material Adverse Change. v) Amendments. Promptly after the adoption thereof, copies of any amendments of or supplements to any of the Related Documents. vi) Material Event Notices. Immediately following any dissemination. distribution or provision thereof to any Person, a copy of any Material Event Notice related to Parity Obligations disseminated, distributed or provided by the City in satisfaction of or as may be required by the provisions of Rule 15c2- 12 promulgated pursuant to the Securities Exchange Act of 1934, as amended ( 17 C. F.R. Sec. 240 15c2- 12), or any successor or similar legal requirement. vii) EMMA Filings. Copies of all filings related to Parity Obligations required to be made by the City with EMMA promptly after such filings are made. b) Notices.
i) Notice of Default. The City shall provide to the Lender prompt notice by telephone, promptly confirmed in writing, of any Default or Event of Default.
ii) Notice of Material Adverse Change, Material Adverse Effect and Taxable Date. The City shall provide to the Lender in writing, promptly upon learning thereof, notice of any event that could reasonably be expected to result in a Material Adverse Change. any Taxable Date and any event which could reasonably be expected to have a Material Adverse Effect or could reasonably be expected to cause a Taxable Date to occur.
iii) Litigation and other Notices. The City shall provide to the Lender in writing, promptly upon learning thereof, notice of:
c) No Amendment of Related Documents. The City will not permit or consent to any amendment to or modification, waiver, or termination of any of the Loan Documents without the prior written consent of the Bank, nor the City permit or consent to any such amendment, modification, waiver or termination of any of the other Related Documents which would be expected to have a Material Adverse Effect or which adversely affects the rights, interest, security or remedies of the Bank, in each case without the prior written consent of the Bank.
d) Related Obligations and Incorporation of Covenants. The covenants of the City set forth in the Related Documents to which it is a party, as well as related defined terms contained therein, are hereby incorporated by reference herein with the same effect as if each and every such provision were set forth herein in its entirety for the benefit of 46-
Packet Pg. 501 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit the Lender and shall he enforceable by the Lender against the City. All such incorporated covenants shall be in addition to the express covenants contained herein and shall not be limited by the express covenants contained herein nor shall such incorporated covenants be a limitation on the express covenants contained herein. To the extent that any such incorporated provision permits any Person to waive compliance with or consent to such provision or requires that a document, opinion, report or other instrument or any event or condition be acceptable or satisfactory to any Person, for purposes of this Agreement, such compliance shall be waived, or such provision shall be consented to, only if it is waived or consented to, as the case may be, by the Lender and such document, opinion, report or other instrument shall be acceptable or satisfactory only if acceptable or satisfactory to the Lender. No amendment to such covenants ( or the defined terms relating thereto) made pursuant to the Related Documents shall be effective to amend such incorporated covenants without the written consent of the Lender. Notwithstanding the termination or expiration of any Related Document. the City shall, unless such Related Document has terminated Or expired in accordance with its terms and has been replaced by a new Related Document. continue to observe the covenants therein contained for the benefit of the Lender until the termination of this Agreement.
e) Taxes and Liabilities. The City will pay or cause to be paid and discharged a) all its indebtedness and obligations promptly and in accordance with their terms to the extent that such failure to pay or discharge would adversely affect the rights of the Lender hereunder or under the Related Documents or the ability of the City to perform its obligations under this Agreement or the Related Documents to which it is a party and b) promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits, or upon any of its property, real, personal or mixed, or upon any part thereof, in each case before the same shall become in default which, if not paid, would likely result in a Material Adverse Effect.
f) Further Assurances. The City will at any and all times, insofar as it may be authorized so to do by law, pass, make, do, execute, acknowledge and deliver all and every such further resolutions, acts, deeds, conveyances, assignments, recordings, filings. transfers and assurances as may be necessary or, in the reasonable judgment of the Lender, desirable for the better assuring, conveying, granting, assigning, and confirming all and singular the rights, revenues, and other fonds hereby pledged or assigned to the payment of the Revolving Notes, or intended so to be, of which the City may become bound to pledge or assign. From time to time hereafter, the City will execute and deliver such additional instruments, certificates or documents, and will take all such actions as the Lender may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and each of the other Related Documents or for the purpose of more fully perfecting or renewing the Lender' s rights with respect to any rights, properties or assets subject to such documents pursuant hereto or thereto. g) Most Favored Lender. From and after the Original Closing Date, in the event that the City or the Authority has entered or shall enter into or otherwise consent to any agreement or instrument relating to the issuance of Debt payable from or secured by Net Revenues on a parity with the Loans ( or any amendment, supplement or modification 47-
Packet Pg. 502 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit thereto) ( each a " Relevant Agreement") under which any Person undertakes to make loans, to refinance or restructure existing Debt payable from or secured by Net Revenues on a parity with the Loans or to extend credit or liquidity to the City or the Authority or pursuant to which the City or Authority and a Person agree to an Interest Rate Swap Agreement payable from or secured by Net Revenues on a Parity with the Loans or other similar arrangement, which Relevant Agreement ( i) provides such Person with a covenant, provision or agreement which is more restrictive, as to the City or the Authority. ii) provides for additional events of default, or ( iii) gives or grants greater rights or remedies to such Person ( each, a " Favored Covenant") than, in the case of ( i), are undertaken by the City or the Authority herein or, in the case of ( ii) and ( iii), are given or granted to the Lender herein, then each such Favored Covenant shall automatically be deemed to be incorporated into this Agreement and the Lender shall have the benefits of each such Favored Covenant as if specifically set forth in this Agreement for the duration of such Relevant Agreement. The City shall give the Lender notice and a copy of any Relevant Agreement prior to entering into such Relevant Agreement. If necessary, the City and the Authority shall promptly enter into an amendment to this Agreement to include the Favored Covenant; provided that the Lender shall maintain the benefit of such Favored Covenant even if the City and the Authority fail to provide such amendment. The City hereby represents and warrants that on the Amendment and Restatement Date it is not party to ( and, for the period from and including the Original Closing Date to and including the Amendment and Restatement Date, has not been a party to) a Relevant Agreement that contains more restrictive covenants than those contained in this Agreement. h) Maintenance of Books and Records. The City shall keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities related to the Electric System and the Net Revenues.
i) Reserved.
j) Exempt Status. The City shall not take any action or omit to take any action that, if taken or omitted, would adversely affect the excludability of interest on the TaxExempt Notes from the gross income of the Lender thereof for purposes of federal income taxation under the Code.
k) Licenses, Permits, Etc. All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction in the matter which are required for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the City of its obligations hereunder and under the other Related Documents to which it is a party have been and shall at all times in all material respects be duly maintained and complied with by the City.

I) Laws and Contracts. The City shall do all things necessary to maintain and comply with all necessary authorizations, approvals, consents and rights material for the conduct of its business as it is presently being conducted and the ownership and operations 48-
Packet Pg. 503 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit of its facilities as they are presently being operated and comply in all material respects with all present and future laws ( including Environmental Laws, Anti- Corruption Laws and applicable Sanctions), statutes, rules, regulations, codes, ordinances, orders, writs, judgments, decrees, awards, injunctions, restrictive covenants and requirements binding upon or applicable to it, its assets or its operations to the extent that a failure to so maintain or comply would materially and adversely affect ( in the reasonable opinion of the Lender) the rights of the Lender hereunder or the ability of the City to perform its obligations under this Agreement. The City shall comply in all material respects with any credit agreement. indenture, mortgage, agreement or other instrument to which it is a party or otherwise subject to the extent that a failure to comply would materially and adversely affect ( in the reasonable opinion of the Lender) the rights of the Lender hereunder or the ability of the City to perform its obligations under this Agreement. The City will promptly furnish copies of all default notices under any such laws and any outstanding contracts or agreements, a default under which would likely result in a Material Adverse Effect. m) Existence. The City shall maintain its existence.
n) Liens. The City shall not cause or permit there to be any Lien on the Net.

Revenues except for the Liens that secure the payment of Senior Lien Obligations and/ or Parity Obligations.
o) Restrictions on Use of Note Proceeds. The Advances will be applied by the Authority to the purposes of financing or refinancing the eligible costs of Projects. - p) Reserved.
q) Reserved.
r) Filing of Agreement. In the event that the City delivers this Agreement to the Municipal Securities Rulemaking Board, for filing with EMMA, the filed copy of this Agreement shall be redacted in a manner satisfactory to the Lender. s) Insurance. The City will at all times maintain insurance with respect to the Electric System of such type, and in such amounts or in excess of such amounts as are customarily carried by, and insuring against such risks as are customarily insured against by, Persons and projects of like type. size and character. t) Rating Maintenance. The City shall cause at least one Rating Agency to assign the Obligor Rating until such time as all indebtedness secured by a lien on or payable from Net Revenues that has previously been assigned a rating by a Rating Agency is no longer outstanding.
u) Rates. The City will at all times maintain rates and charges for the services furnished, provided and supplied by the Electric System which shall produce Revenues in each Fiscal Year from the Electric System sufficient:
49-
Packet Pg. 504 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit i) to pay the Maintenance and Operation Costs;
ii) to produce Net Revenues of the Electric System, sufficient ( x) to pay an amount equal to 110% of the principal of and interest on all Senior Lien Obligations for each Fiscal Year, and ( y) to pay the amounts required to be deposited in any reserve or contingency fund created for the payment and security of any and all Senior Lien Obligations;
iii) to produce Net Revenues of the Electric System ( after satisfaction of the amounts required to be paid in clause ( ii) above), equal to at least 100% of the maximum annual debt service for all Parity Obligations payable in any such Fiscal Year: and
iv) to pay any other legal debt or obligation of the Electric System as and when the same shall become due.

For purposes of this Section 5. 02( u), the foregoing clause ( iii), the following assumptions shall apply: the Parity Obligations represented by the Loans shall be deemed to be ( i) outstanding in an aggregate principal amount of$ 25, 000, 000 and amortized over a twenty 20) year period on the basis of level debt service, and ( ii) bear interest at an assumed interest rate of 5% per annum.
v) Additional Debt. The City may at any time incur or issue additional Senior Lien Obligations or Parity Obligations, but only if (i) no Default or Event of Default has occurred and is continuing hereunder and ( ii) the City shall have delivered to the Lender written evidence demonstrating that, upon the occurrence of such Debt based upon the Net Revenues for the prior Fiscal Year and without any modification of its then current rates and charges, the City will be in compliance with Section 5. 02( u) hereof. w) immunity. The City irrevocably agrees that it will not assert or claim any immunity on the grounds of sovereignty or other similar grounds ( including, without limitation, governmental immunity) from ( i) any action, suit or other proceeding arising under or relating to this Agreement or any other Related Document, ( ii) relief by way of injunction, order for specific performance or writ of mandamus or ( iii) execution or enforcement of any , judgment to which it might otherwise be entitled in any such action, suit or other proceeding, and the City hereby irrevocably waives, to the fullest extent permitted by applicable law, all such immunity.
x) Capacity. The City shall at all times maintain the legal ability to issue Senior Lien Obligations in an amount equal to the sum of( i) the aggregate principal amount of all Loans outstanding plus ( ii) the aggregate amount of accrued interest to maturity on all Revolving Notes plus ( in) any Obligations payable to the Bank hereunder or under any Related Document. Upon written request of the Bank, the City shall deliver a certificate demonstrating the ability of the City to satisfy the requirements of Section 5. 02( v) hereof. 50-
Packet Pg. 505 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit y) No Bora! Rating; D-TC; Offering Document; CUSIP. The Notes shall not be ( i) assigned a specific rating by any Rating Agency, ( ii) registered with The Depository Trust Company or any other securities depository, ( iii) issued pursuant to any type of official statement, private placement memorandum or other offering document. iv) assigned a CUSIP number by Standard & Poor' s CUSIP Service Bureau or ( v) placed or offered by a broker- dealer in the capacity of an underwriter or a placement agent. z) Use of Proceeds. The City shall not use or allow to he used, and its directors, officers, employees and agents shall not use or allow to be used, the proceeds of any of the Loans ( i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti- Corruption Laws or ( ii) in any manner that would result in the violation of any applicable Sanctions.

ARTICLE VI

EVENTS OF DEFAULT
Section 6. 0I. Events of Default. The occurrence of any of the following events ( whatever the reason for such event and whether voluntary, involuntary, or effected by operation of Law) shall be an " Event of Default" hereunder, unless waived in writing by the Lender:
a) ( i) The Authority shall fail to pay when due any principal or interest on or with respect to any Revolving Note or any Loan or ( ii) the Authority or the City shall fail to pay any fees or other amounts payable under any of the Related Documents; b) The Authority shall fail to perform any term, covenant, condition or provision of Section 5. 01( c). ( d).( g),( i). ( I).( m), ( o), or( p) or the City shall fail to perform any term, covenant, condition or provision of 5. 02( c), ( d), ( g). ( j), ( m), ( n), ( o), ( u), ( v) or w);
c) Failure of the Authority or the City to observe or perform any of the other covenants, conditions or provisions of any Related Document ( other than as specified in subparagraphs ( a) and ( b) above) and to remedy such default within twenty ( 20) clays after the Authority or the City, as applicable, receives notice of such failure or has actual knowledge of such failure;
d) Any representation or warranty made or deemed made by or on behalf of the Authority or the City herein, in any Related Document, or in any certificate, financial or other statement furnished by or on behalf of the Authority or the City to the Lender shall prove to have been inaccurate, misleading or incomplete in any material respect when made or deemed to have been made;
e) Default by the Authority or the City in the payment of any amount when due in respect of any Debt payable from or secured by payment from Net Revenues; or 51-
Packet Pg. 506 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit default under any Contract under or pursuant to which Debt payable from or secured by a Lien on Net Revenues on a parity with or senior to the Installment Payments is incurred or issued, and continuance of such default beyond the period of grace, if any, allowed with respect thereto; or default under any Contract under or pursuant to which Debt payable from or secured by a Lien on Net Revenues on a priority that is subordinate to the Installment Payments is incurred or issued, and continuance of such default beyond the period of grace, if any, allowed with respect thereto, which default results in such Debt becoming, or being capable of becoming, immediately due and payable; or the occurrence of any act or omission by the Authority or the City under any Contract under or pursuant to which Debt is incurred or issued which results in such Debt becoming, or being capable of becoming, immediately due and payable ( or, with respect to any Interest Rate Swap Agreement payable from or secured by payment from Net Revenues, which results in such Interest Rate Swap Agreement being terminated early or being subject to early termination).
1) An Event of Insolvency shall occur with respect to the Authority or the City g) ( i) Any of the Loan Documents or any material provision of any of the Loan Documents shall at any time, for any reason, cease to be the legal, valid and binding obligation of the City or the Authority, as applicable, or shall cease to be in full force and effect, or shall be declared to be unenforceable, invalid or void, or the validity or enforceability thereof shall be contested by the City or the Authority, or the City or the Authority shall renounce the same or deny that it has any further liability hereunder or thereunder; or
ii) any provision of the Loan Documents related to ( A) the payment of principal of or interest on the Revolving Loans or any Parity Obligation or ( B) the validity or enforceability of the pledge of Net Revenues or Authority Revenues shall at any time, for any reason, cease to be the legal, valid and binding obligation of the City or the Authority, as applicable, or shall cease to be in full force and effect, or shall be declared to be unenforceable, invalid or void, or the validity or enforceability thereof shall be contested by the City or the Authority, or the City or the Authority shall renounce the same or deny that it has any further liability hereunder or thereunder
h) Any party to any of the Related Documents ( other than the Lender) breaches an obligation thereunder ( beyond any applicable notice and cure period) and such failure is likely to have, in the Lender' s reasonable judgment, a Material Adverse Effect; i) The entry or filing of one or more final, non- appealable judgments or orders or of any similar decrees or decisions for the payment of money ( each, a " Judgment") which, individually or in the aggregate exceed $ 10, 000, 000, shall be rendered against the City or the Authority that is not substantially covered by insurance and enforcement_ proceedings shall have been initiated by any creditor upon such Judgment, which proceedings are not stayed, vacated, discharged or bonded within sixty ( 60) calendar days of being initiated;
Packet Pg. 507 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit j) the City or Authority shall fail to pay when due and payable ( whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) any principal amount of any Debt in an aggregate principal amount of .$5, 000, 000 or greater or any interest or premium thereon, and such failure shall continue beyond any applicable period of grace specified in any underlying indenture, contract or instrument providing for the creation of or concerning such Debt;
k) The Obligor Rating assigned by any of Moody' s, S& P, or Fitch, if such Rating Agency is providing an Obligor Rating, is reduced for any reason below " Baa I" ( or its equivalent) by Moody' s, " BBB+" ( or its equivalent) by S& P or " BBB+"( or its equivalent), respectively, by Fitch, or suspended or withdrawn by any such Rating Agency for any credit related reason.
1) Reserved;
m) Any " event of default" shall have occurred and be continuing under any Related Document; or
n) Any Lien created by this Agreement or any of the Loan Documents in favor of the Lender or the Authority, at any time and for any reason ( except as expressly permitted to be released by the terms of such governing document) shall not constitute a valid and perfected Lien or shall fail to have the priority required by this Agreement and the other Loan Documents, or the Authority or the City shall so assert in writing.

Section 6. 02. Consequences of an Event of Defcuiit. If an Event of Default specified in Section 6. 01 shall occur, then in addition to any other rights or remedies available to the Lender under any of the other Loan Documents or under Applicable Law, the Lender may exercise any one or more of the following rights and remedies:
a) ( i) accelerate all of the Obligations hereunder whereupon such Obligations shall become immediately due and payable without presentment, demand for payment, protest or notice of nonpayment or dishonor, or other notice of any kind or character, all of which are hereby expressly waived, and an action therefor shall immediately accrue; ii) terminate its commitment to extend further credit under this Agreement;
iii) to the extent permitted by law; ( i) apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the property of the City or the Authority, (ii) either personally or by attorney or agent and without bringing any action or proceeding, or by such a receiver, take whatever action at law or in equity may appear necessary or desirable to collect the amounts due and payable under the Loan Documents or to enforce performance or observance of any of the Obligations, whether for specific performance of any agreement or covenant of the City of the Authority or in aid of the execution of any power granted to the Lender in the Loan Documents or as otherwise available at law or in equity; 53-
Packet Pg. 508 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit iv) exercise, or cause to be exercised, any and all remedies as it may have under the Loan Documents and as otherwise available at law and at equity; and
v) increase the interest rate for all Obligations to the Default Rate. b) Notwithstanding the provisions of Section 6. 02( a)( i), ( x) the Lender shall not cause an acceleration of the Obligations as described in Section 6. 02( a)( i) until seven 7) days after the occurrence of an Event of Default specified in Section 6. 01( a), 6. 01( e),

6. 01( f), 6. 01( g)( ii), 6. 01( i), 6. 01( j) or 6. 01( k)( i) and ( y) the Lender shall notify the City or Authority, as applicable, of an acceleration at least one hundred eighty ( 180) days prior thereto in the case of any Event of Default not specified in the immediately preceding clause ( x). Notwithstanding the foregoing sentence of this Section 6. 02( b). if (i) ( x) an Event of Default under Section 6. 01( f) hereof occurs or ( y) any other holder or credit enhancer of Debt or any counterparty under any interest Rate Swap Agreement related thereto causes any such Debt or other obligations of the City or Authority, as applicable, to become immediately due and payable ( whether by repurchase, mandatory tender. mandatory redemption, acceleration or otherwise). the Lender may immediately, without notice, avail itself of the remedies set forth in Section 6. 02( a)( i) hereof and/ or declare or cause to be declared the unpaid principal amount of all outstanding Obligations, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder to be immediately due and payable, and ( ii) any other holder or credit enhancer of Debt or any counterparty under any Interest Rate Swap Agreement related thereto has the right to cause such Debt to be immediately clue and payable ( whether by repurchase, mandatory tender, mandatory redemption, acceleration or otherwise) on a date earlier than, or pursuant to a notice period which is shorter than what is set forth in the first sentence of this Section

6. 02( b) in connection with a default related to such Debt, then the Lender shall automatically have such right or shorter notice period, as applicable.

Section 6. 03. Remedies Cumulative; Solely for the Benefit of Lender. To the extent permitted by, and subject to the mandatory requirements of, Applicable Law, each and every right, power and remedy specifically given to the Lender in the Loan Documents shall be cumulative, concurrent and nonexclusive and shall be in addition to every other right, power and remedy specifically given or now or hereafter existing at law or in equity, and each and every right, power and remedy ( whether specifically given or otherwise existing) may be exercised from time to time and as often and in such order as may be deemed expedient by the Lender, and the exercise or the beginning of the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy.

The rights and remedies of the Lender are for the sole and exclusive benefit, use and protection of the Lender, and the Lender is entitled, but shall have no duty or obligation to the City or the Authority or any other Person or otherwise, to exercise or to refrain from exercising any right or remedy reserved to the Lender under any of the Loan Documents.

Section 6. 04. Waivers or Omissions. No course of dealing and no delay or failure by the Lender in the exercise of any right, remedy or power or in the pursuit of any remedy shall impair 54-
Packet Pg. 509 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit any such right, remedy or power or be construed to be a waiver of any default or to be acquiescence therein on the part of the Lender. No express or implied waiver by the Lender of any Event of Default shall in any way be a waiver of any future or subsequent Event of Default.

Section 6. 05. Discontinuance of Proceedings. In case the Lender shall proceed to invoke any right, remedy or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon the same for any reason, the Lender shall have the unqualified right so to do and, in such event, the City, the Authority and the Lender shall be restored to their former positions with respect to the Obligations, the Loan Documents and otherwise, and the rights, remedies, recourse and powers of the Lender hereunder shall continue as if the same had never been invoked.

ARTICLE VII

INDEMNIFICATION
Section 7. 01. Indentinification. In addition to any and all rights of reimbursement, indemnification, subrogation or any other rights pursuant hereto or under law or equity, but solely to the extent permitted by Applicable Law, the City and Authority hereby agree to indemnify and hold harmless the Lender and its officers, directors and agents ( each, an " Indemnitee") from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever including reasonable attorneys' fees) which may incur or which may be claimed against an Indemnitee by any Person or entity whatsoever ( collectively, the " Liabilities") by reason of or in connection with the execution and delivery or transfer of, or payment or failure to pay under, any Loan Document; provided that neither the City nor Authority shall be required to indemnify an Indemnitee for any claims, damages, losses, liabilities, costs or expenses to the extent, hut only to the extent, caused by the willful misconduct, bad faith or gross negligence of such Indemnitee. If any proceeding shall be brought or threatened against an Indemnitee as a condition of indemnity hereunder each Indemnitee shall promptly notify the City or the Authority in writing and the City or the Authority shall assume the defense thereof, including the employment of counsel satisfactory to such Indemnitee and the payment of all reasonable costs of litigation.

Notwithstanding the preceding sentence, each Indemnitee shall have the right to employ its own counsel and to determine its own defense of such action in any such case, hut the fees and expenses of such counsel shall be at the expense of such Indemnitee unless ( i) the employment of such counsel shall have been authorized in writing by the Authority, or ( ii) neither the City nor Authority, after due notice of the action, shall have employed counsel satisfactory to such Indemnitee to have charge of such defense, in either of which events the reasonable fees and expenses of counsel for such Indemnitee shall be borne by the City or the Authority. The City or the Authority shall not be liable for any settlement of any such action effected without its consent.

Section 7. 02. Survival. The obligations of the City and the Authority under this Article VIII shall survive the termination of this Agreement. 55-
Packet Pg. 510 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

ARTICLE VIII

MISCELLANEOUS
Section 8. 01. Patriot Act Notice. The Lender hereby notifies the City and the Authority that pursuant to the requirements of the Patriot Act it is required to obtain, verify and record information that identifies the City and the Authority, which information includes the name and address of the City and the Authority and other information that will allow the Lender to identify the City and the Authority in accordance with the Patriot Act. The City and Authority each hereby agree that it shall promptly provide such information upon request by the Lender.

The City and Authority each hereby agrees ( i) that it is not and shall not be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (" OFAC"), the Department of the Treasury or included in any Executive Orders, that prohibits or limits the Bank from making any advance or extension of credit to the Authority or the City or from otherwise conducting business with the Authority or the City and ii) to ensure that the proceeds of the Loans shall not be used to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto.

Section 8. 02. Further Assurances. From time to time upon the request of the Lender, the City and Authority shall promptly and duly execute, acknowledge and deliver any and all such further instruments and documents as the Lender may in its reasonable discretion deem necessary or desirable to carry out the purpose and intent hereof or to enable the Lender to enforce any of their rights hereunder. At any time, and from time to time, upon reasonable request by the Lender.. the City and the Authority will, at the City and the Authority' s expense, correct any defect, error or omission which may be discovered in the form or content of any of the Loan Documents.

Section 8. 0.3. Amendments and Waivers. The Lender, the City and the Authority may from time to time enter into agreements amending, modifying or supplementing the Loan Documents or changing the rights of the Lender or the City or the Authority hereunder or thereunder, and the.

Lender may from time to time grant waivers or consents to a departure from the due performance of the Obligations of the City and the Authority hereunder or thereunder. Any such agreement, waiver or consent must be in writing and shall be effective only to the extent specifically set forth in such writing.

Section 8. 04. Notices. All notices, requests, demands, directions and other communications ( collectively " notices") under the provisions of this Agreement shall be in writing( including facsimile communication), unless otherwise expressly permitted hereunder, and shall be properly addressed and sent by registered or certified mail or by express courier for next Business Day delivery and shall be deemed received as follows: ( a) if by registered or certified mail, five ( 5) days after mailing; ( b) if by express courier, on the next Business Day; and ( c) if by facsimile, when confirmation of transmission is obtained if prior to 5: 00 p. m. local time on a Business Day, and otherwise, on the next Business Day; provided that service of a notice prescribed by any Applicable Law shall be considered complete when the requirements of that Law are met. Notices by electronic mail ( e- mail) shall not constitute notice under this Agreement and are only to be used in addition to notice given as prescribed under ( a), ( b) or ( c) of this this 56-
Packet Pg. 511 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit this Section 8. 04. All notices shall be sent to the applicable party at the following address or in accordance with the last unrevoked written direction from such party to the other party hereto:

If to Authority:

Redding Joint Powers Financing Authority
777 Cypress Avenue
Redding, CA 96001
Attention: Gregory Robinett. Director of Finance
Telephone: ( 530) 225- 4088
E- mail: grobinett@cityofredding. org
If to the Lender:

U. S. Bank National Association
3 Bryant Park
1095 Avenue of the Americas, 13th Floor
New York, NY 10036
Attention: Bhalachandra Mehendale
Facsimile: ( 917) 256- 2830
Telephone: ( 917) 326- 3970
Email: bhala. mehendale@usbank. com
With a copy to:

U. S. Bank National Association
US Bank Tower Cincinnati
425 Walnut St
Cincinnati, OH 45202
Attention: Cameron Parker
Telephone: ( 513) 449- 7186
Email: cameron. parker@usbank. com
If to the Lender for Advances:

U. S. Bank National Association
3 Bryant Park
1095 Avenue of the Americas. 13th Floor
New York, NY 10036
Attention: Bhalachandra Mehendale
Facsimile: ( 917) 256- 2830
57-
Packet Pg. 512 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Telephone: ( 917) 326- 3970
Email: bhala. mehendale@usbank. com
With a copy to:

U. S. Bank National Association
US Bank Tower Cincinnati
425 Walnut St
Cincinnati, OH 45202
Attention: Cameron Parker
Telephone: ( 513) 449- 7186
Email: cameron. parker@usbank. com
If to the City:

City of Redding
777 Cypress Avenue
Redding, CA 96001
Attention: Gregory Robinett, City Treasurer
Telephone: ( 530) 225- 4088
E mail: grobinett@cityotredding. org
The Lender may in its sole discretion rely on any notice ( including telephone communication or e- mail communication) purportedly made by or on behalf of the City or Authority, but it shall have no duty to accept any notice not given as prescribed in this Section and shall have no duty to verify the identity or authority of the Person giving such notice, unless such actions or omissions would amount to gross negligence or intentional misconduct.

Section 8. 05. No Third- Part- Rights. Nothing in this Agreement, whether express or implied, shall be construed to give to any Person other than the City. Authority and the Lender any legal or equitable right, remedy or claim under or in respect of this Agreement, which is intended for the sole and exclusive benefit of the parties hereto.

Section 8. 06. Severability. The provisions of this Agreement are intended to be severable.

If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

Section 8. 07. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. a) Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER, AND TOGETHER WITH ANY DISPUTES OR CONTROVERSIES ARISING OUT OF OR RELATING TO TIAs AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITI-I.

THE LAWS OF THE STATE OF CALIFORNIA AND APPLICABLE FEDERAL LAW, WITHOUT REGARD TO CHOICE OF LAW RULES; PROVIDED THAT THE OBLIGATIONS OF THE LENDER HEREUNDER SHALL BE 58-
Packet Pg. 513 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

GOVERNED BY, AND CONSTRUED IN ACCRODANCE WITH THE, THE LAWS OF THE STATE OF NEW YORK

WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PROVISIONS ( OTHER THAN NEW YORK GENERAL OBLIGATIONS LAWS 5- 1401 AND 5- 1402).
b) Consent to Jurisdiction. EACH PARTY HERETO CONSENTS TO AND SUBMITS TO IN PERSONAM JURISDICTION AND VENUE IN THE STATE OF CALIFORNIA AND IN THE FEDERAL. DISTRICT COURTS WHICH ARE LOCATED IN THE STATE OF CALIFORNIA. EACH PARTY ASSERTS THAT IT HAS

PURPOSEFULLY AVAILED ITSELF OF THE BENEFITS OF THE LAWS OF THE STATE OF CALIFORNIA AND WAIVES ANY OBJECTION TO IN PERSONAM JURISDICTION ON THE GROUNDS OF MINIMUM CONTACTS.

WAIVES ANY OBJECTION TO VENUE, AND WAIVES ANY PLEA OF FORUM NON CONVINIENS. THIS

CONSENT TO AND SUBMISSION TO JURISDICTION IS WITH REGARD TO ANY ACTION RELATED TO TI-IIS AGREEMENT.

C) Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, EACH PARTY HERETO

WAIVES ITS RIGHT TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. IT IS HEREBY

ACKNOWLEDGED THAT THE WAIVER OF A JURY TRIAL IS A MATERIAL INDUCEMENT FOR THE LENDER

TO EXTEND CREDIT HEREUNDER AND THAT THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE CITY, AUTHORITY AND THE LENDER IS MADE IN RELIANCE UPON SUCH WAIVER. EACH PARTY

HERETO FURTHER WARRANTS AND REPRESENTS THAT SUCH WAIVER HAS BEEN KNOWINGLY AND VOLUNTARILY MADE FOLLOWING CONSULTATION WITH ITS RESPECTIVE LEGAL COUNSEL. IF AND TO

THE EXTENT THAT THE FOREGOING WAIVER OF THE RIGHT TO A JURY TRIAL IS UNENFORCEABLE FOR

ANY REASON IN SUCH FORUM, EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE

ADJUDICATION OF ALL CLAIMS PURSUANT TO JUDICIAL REFERENCE AS PROVIDED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638, AND THE JUDICIAL REFEREE SHALL BE EMPOWERED TO HEAR AND DETERMINE ALL ISSUES IN SUCH REFERENCE, WI-IETHER FACT OR LAW. EACH OF THE

PARTIES HERETO REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER AND CONSENT AND EACH

KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS AND CONSENTS TO JUDICIAL REFERENCE FOLLOWING CONSULTATION WITH LEGAL COUNSEL ON SUCI-I MATTERS. IN THE EVENT

OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY

THE COURT OR TO JUDICIAL REFERENCE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 AS PROVIDED HEREIN.

Section 8. 08. No Advisory or Fiduciary Responsibility. In connection with all aspects of the Transactions ( including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the City and the Authority acknowledges and agrees that: ( a)( i) any arranging, structuring and other services regarding the Loan Documents provided by the Lender are arm' s- length commercial transactions between the City and the Authority and its Affiliates on the one hand, and the Lender on the other hand.( ii) the City and the Authority have each consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and ( iii) the City and the Authority are each capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions; ( b)( i) the Lender is and has been acting solely as a principal and has not been, is not, and will not be acting as an advisor ( municipal, financial or otherwise), agent or fiduciary for the City, the Authority or any other Person and the Lender has no fiduciary duty with respect to the City or the Authority and ii) the Lender does not have any obligation to the City or the Authority with respect to the 59-
Packet Pg. 514 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Transactions, except those obligations expressly set forth herein; and ( c) the Lender may be engaged in a broad range of transactions that involve interests that differ from those of the City and the Authority, and Lender does not have any obligation to disclose any of such interests to the City or the Authority. To the fullest extent permitted by Applicable Law, each of the City and the Authority hereby waives and releases any claims that it may have against the Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of the Transactions.

Section 8. 09. Entire Agreement. The. Loan Documents constitute the entire understanding and agreement between the City, the Authority and the Lender with respect to the Transactions. and fully supersede all prior or contemporaneous written or oral understandings, courses of dealing and agreements between the City, the Authority and the Lender with respect to the matters addressed in the Loan Documents. In particular, and without limitation, the Loan Documents supersede any commitment by the Lender to extend credit to the City and the Authority and all such agreements or commitments are merged into the Loan Documents. Except as incorporated in writing into the Loan Documents, there are no representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in the Loan Documents.

Section 8. 10. Duration. All representations and warranties of the City and the Authority contained herein or made in connection herewith shall survive the making of and shall not be waived by the execution and delivery of the Loan Documents, or any investigation by any party hereto or the approval of any Advances. All covenants and agreements of the City and the Authority contained herein shall continue in full force and effect from and after the Original Closing Date until all Obligations payable to the Lender have been indefeasibly paid in full and fully discharged at which time this Agreement shall terminate; provided, however, that the obligations of the City and/ or the Authority, respectively, under Sections 2. 03, 2. 04. 2. 05, 2. 06 and

8. 01 and under each other provision of any Loan Document granting a right of indemnity or reimbursement in favor of the Lender shall survive the termination of this Agreement.

Section 8. 11. Counterparts. This Agreement may be executed in any number of counterparts by the parties hereto each of which, when so executed, shall be deemed an original. but all such counterparts shall constitute but one and the same instrument. Except as provided in Section 3. 01 hereof, this Agreement shall become effective when it shall have been executed by the Lender and when the Lender shall have received counterparts hereof that, when taken together, hear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or any other Related Document, or any certificate delivered thereunder, by fax transmission or e- mail transmission ( e. g. " pol' or " tif") shall be effective as delivery of a manually executed counterpart of this Agreement or such other Related Document or certificate. Without limiting the foregoing, to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Related Document, upon the request. of any party, such fax transmission or e- mail transmission shall be promptly followed by such manually executed counterpart.
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Packet Pg. 515 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Section 8. 12. Successors, Assigns and Participations.
a) Successors and Assigns Generally. This Agreement is a continuing obligation and shall be binding upon each of the City and the Authority and their respective successors, transferees and assigns and shall inure to the benefit of the holders of the Revolving Notes and their respective permitted successors, transferees and assigns. Neither the City nor the Authority may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender. The Lender reserves the right to sell, assign, trnsfer, negotiate or grant participations in all or any part of, or any interest in, Lender' s rights and benefits under each of the Loan Documents. In connection therewith, the Lender may disclose all documents and information which the Lender now has or may hereafter acquire relating to any credit subject hereto. the Authority or its business, any guarantor hereunder or the business of such guarantor, if any, or any collateral required hereunder. The Lender may at any time and from time to time enter into participation agreements in accordance with the provisions of paragraph ( b) of this Section. The Lender may at any time pledge or assign a security interest subject to the restrictions of paragraph ( c) of this Section.
b) Participations. The Lender shall have the right to grant participations in all or a portion of the Lender' s interest in the Revolving Notes, this Agreement and the other Loan Documents to one or more other banking institutions; provided, however, that ( i) no such participation by any such participant shall in any way affect the obligations of the Lender hereunder, ( ii) the City and the Authority shall be required to deal only with the Lender, with respect to any matters under this Agreement, the Revolving Notes and the other Loan Documents and no such participant shall be entitled to enforce any provision hereunder against the City and the Authority, and ( iii) the Lender provides notice of the grant of any participation hereunder, provided that failure of the Lender to provide such notice shall not constitute a default hereunder and shall not affect the validity of such participation. c) Certain Pledges. The Lender may at any time pledge or grant a security interest in all or any portion of its rights under the Revolving Notes, this Agreement and the other Loan Documents to secure obligations of the Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, the United States Treasury ; provided that no such pledge or assignment shall release the Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto.

Section 8. 13. No Right of Setoff. Lender shall have' no right of setoff against any funds of the Authority or the City.

Section 8. 14. Electronic Signatures. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective. to bind such party to this Agreement. The parties agree that any electronically signed document including this Agreement) shall be deemed ( a) to be " written" or " in writing," ( h) to have been signed and ( c) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or" printouts." if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original 61-
Packet Pg. 516 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit business records created and maintained in documentary form. No party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, " electronic signature" means a manually signed original signature that is then transmitted by electronic means; " transmitted by electronic means" means sent in the form of a facsimile or sent via the internet as a " pdf" ( portable document format) or other replicating image attached to an e- mail message; and " electronically_ signed document" means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.

Section 8. 19. Existing Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3. 01 hereof, this Agreement shall become effective on the Amendment and Restatement Date and, except as otherwise set forth herein and therein, shall supersede all provisions of the Existing Credit Agreement as of such date, subject to the terms and provisions hereof and the survival provisions thereof. From and after the Amendment and Restatement Date, all outstanding " Obligations" under the Existing Credit Agreement shall be outstanding as Obligations hereunder.

All references made to the Existing Credit Agreement in any Related Document or in any other related instrument or document shall, unless otherwise specified, be deemed to refer to this Agreement. This Agreement shall become effective and amends and restates and supersedes all provisions of the Existing Credit Agreement ( other than those that survive the termination thereof) upon the execution of this Agreement by each of the parties hereto and the fulfillment of all conditions precedent hereof but is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the indebtedness, obligations and liabilities of the Authority or the City evidenced or provided for thereunder.

Notwithstanding anything contained herein, this Agreement is not intended to and does not serve to effect a novation of the" Obligations" pursuant to the Existing Credit Agreement. Instead, it is the express intention of the parties hereto to reaffirm the loans and obligations created under the Existing Credit Agreement and the security therefor. The City and the Authority each acknowledges and confirms that the term " Obligations" as used in the Related Documents ( or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the City and/ or the Authority to the Lender) includes, without limitation, the indebtedness, liabilities and obligations of the City and/ or the Authority under the Notes to be delivered in connection with this Agreement and under the Existing Credit Agreement, as amended and restated hereby, as the same may be further amended, restated, supplemented or otherwise modified from time to time.

The City and the Authority hereby ratifies and reaffirms all of their respective payment and performance obligations and the security therefor, contingent or otherwise, under each of the Related Documents to which it is a party ( after giving effect hereto).

SIGNATURES APPEAR ON THE FOLLOWING PAGE.]
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Packet Pg. 517 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

CITY OF REDDING
By:_ _/. 4 1,
Name: Barr/ i.-.•
Title: City Manager
APPROVED AS TO FORM:

K/ ----- 1-•,' "--- B)
City Attor ey

REDDING JOINT POWERS FINANCING AUTHORITY
BY:. ._- e. c. ,_ t; yi1
Name: Bail T'.,' n
Title: Executive Director
APPROVED AS TO FORM:

By: ,,„,„V,.____ General j. _ ounsel
Signature Page to Amended and Restated Revolving Credit Agreement Packet Pg. 518 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit U. S. BANK NATIONAL ASSOCIATION
By:

Name: Cameron M. Parker
Title: Vice President
Signature Page to Amended and Restated Revolving Credit Agreement Packet Pg. 519 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

EXHIBIT A
FORM OF TAX- EXEMPT NOTE]
Dated: October 29, 2020
FOR VALUE RECEIVED, Redding Joint Powers Authority ( the " Authority"), promises to pay to the order of U. S. Bank National Association and its successors and assigns ( the " Lender"), the lesser of ( a) twenty- five million dollars ($ 25, 000, 000), and ( b) the aggregate unpaid principal amount of all Tax- Exempt Loans made by the Lender from time to time pursuant to the Revolving Credit Agreement, dated as of October 29, 2020 ( together with any amendments or supplements thereto, the " Agreement"), among the Authority, City of Redding ( the " City") and the Lender, on the dates and in the amounts provided for in the Agreement.

Interest. The Authority also promises to pay interest on the unpaid principal amount of this Tax- Exempt Note. This Tax- Exempt Note shall bear interest as set forth in the Agreement.

All determinations of the interest rate borne by this Tax- Exempt Note by the Lender shall he presumed correct, if reasonably determined absent manifest error, by the Authority.

Maturity. This Tax- Exempt Note shall mature on the Maturity Date as set forth in the Agreement.

Advances. Advances hereunder, to the total amount of the principal sum stated above, may be made by the Lender at the written request of ( i) the Authority Representative, or such other person as shall be identified to the Lender as so authorized, any one acting alone, who are authorized to request advances and direct the disposition of any advances until written notice of the revocation of such authority is received by the Lender, or ( ii) any person, with respect to advances deposited to the credit of any deposit account of the Authority, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of the Authority of the fact that persons other than those authorized to request advances may have authority to draw against such account. The Lender shall have no obligation to determine whether any person requesting an advance is or has been authorized by the Authority.

Payments. All such payments of principal and interest shall be made in lawful money of the United States in immediately available funds to the Lender as indicated in writing by the Lender. Each payment made on this Tax- Exempt Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof.

Borrowing and Repayment. All Advances made by the Lender and all repayments of the principal thereof shall be recorded by the Lender; provided, however, that the failure of the Lender to make any such recordation shall not affect the obligations of the Authority hereunder or under the Agreement.

Security; Events of Def udt. This Tax- Exempt Note constitutes a Revolving Note as described in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation Packet Pg. 520 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Tax- Exempt Note shall become, or may be declared to be, immediately due and payable, and shall bear interest at the Default Rate all as provided in the Agreement.

ALL OBLIGATIONS OF THE AUTHORITY HEREUNDER SHALL BE SECURED BY A LIEN ON AND PLEDGE OF AUTHORITY REVENUES. NONE OF THE OBLIGATIONS OF THE AUTHORITY HEREUNDER

SHALL BE A DEBT OF THE AUTHORITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY

OR CI-TARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION INDEBTEDNESS OF THE

AUTHORITY, AND THE AUTHORITY SHALL NOT BE LIABLE FOR THE PAYMENT OF ANY AMOUNTS HEREUNDER OUT OF ANY MONEY OF TI-IE AUTHORITY OTHER THAN THE AUTHORITY REVENUES.

Presentment. Presentment for payment, demand, protest and notice of demand, notice of dishonor, notice of non- payment and all other notices are hereby waived by the Authority, except to the extent expressly provided in the Agreement. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

Miscellaneous. The Authority, subject to Applicable Law and the limitations set forth herein and in the Agreement, hereby agrees to pay on demand all reasonable costs and expenses incurred in collecting amounts due hereunder or in enforcing or attempting to enforce any of the Lender' s rights hereunder, including, but not limited to, reasonable attorneys' fees and expenses actually incurred if collected by or through an attorney, whether or not suit is filed.

Governing Law. This Note shall he governed by and construed in accordance with the laws of the State of California.

Business Purpose. The Authority represents and warrants that the Advances evidenced by this Tax- Exempt Note will be used for valid corporate purposes of Authority.

IN WITNESS WHEREOF, the undersigned has caused this Tax- Exempt Note to he executed under seal as of the day and year first written above.

REDDING JOINT POWERS FINANCING AUTHORITY
By:

Name:

Title:
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Packet Pg. 521 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

TAX- EXEMPT NOTE TRANSACTIONS

DATE TO

AMOUNT OF WHICH

ADVANCE INTEREST PRINCIPAL INTEREST NOTATION

DATE AMOUNT RATE REPAID PAID MADE BY
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Packet Pg. 522 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or
Taxpayer Identification Number
of Transferee
Please print or typewrite name and address, including zip code, of Transferee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Note on the books kept for registration thereof. with full power of substitution in the premises.

Dated:

Signature Guaranteed:

NOTICE: Signature( s) must be guaranteed by NOTICE: The signature above must a member or participant of a signature correspond with the name of the Owner as it guarantee program appears upon the front of this Note in every particular, without alteration or enlargement
or change whatsoever.
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Packet Pg. 523 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Ext-I[ BIT B

FORM OF TAXABLE NOTE
Dated: October 29, 2020
FOR VALUE RECEIVED, Redding Joint Powers Authority (the " Authority"), promises to pay to the order of U. S. Bank National Association and its successors and assigns ( the " Lender"), the lesser of ( a) twenty- five million dollars ( S25, 000, 000), and ( b) the aggregate unpaid principal amount of all Taxable Loans made by the Lender from time to time pursuant to the Revolving Credit Agreement, dated as of October 29, 2020 ( together with any amendments or supplements thereto, the " Agreement"), among the Authority, City of Redding ( the " City") and the Lender, on the dates and in the amounts provided for in the Agreement.

Interest. The Authority also promises to pay interest on the unpaid principal amount of this Taxable Note. This Taxable Note shall bear interest as set forth in the Agreement. All determinations of the interest rate borne by this Taxable Note by the Lender shall he presumed correct, if reasonably determined absent manifest error, by the Authority.

Maturity. This Taxable Note shall mature on the Maturity Date as set forth in the Agreement.

Advarnces. . Advances hereunder, to the total amount of the principal sum stated above, may be made by the Lender at the written request of ( i) the Authority Representative, or such other person as shall be identified to the Lender as so authorized, any one acting alone, who are authorized to request advances and direct the disposition of any advances until written notice of the revocation of such authority is received by the Lender, or ( ii) any person, with respect to advances deposited to the credit of any deposit account of the Authority, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of the Authority of the fact that persons other than those authorized to request advances may have authority to draw against such account. The Lender shall have no obligation to determine whether any person requesting an advance is or has been authorized by the Authority.

Payments. All such payments of principal and interest shall be made in lawful money of the United States in immediately available funds to the Lender as indicated in writing by the Lender. Each payment made on this Taxable Note shall be credited first, to any interest then due. and second, to the outstanding principal balance hereof.

Borrowing and Repayment. All Advances made by the Lender and all repayments of the principal thereof shall be recorded by the Lender; provided, however, that the failure of the Lender to make any such recordation shall not affect the obligations of the Authority hereunder or under the Agreement.

Security; Events of Default. This Taxable Note constitutes a Revolving Note as described in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or Packet Pg. 524 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Taxable Note shall become, or may be declared to be, immediately due and payable, and shall bear interest at the Default Rate all as provided in the Agreement.

ALL OBLIGATIONS OF THE AUTHORITY HEREUNDER SI-{ ALL BE SECURED BY A LIEN ON AND PLEDGE OF AUTHORITY REVENUES. NONE OF THE OBLIGATIONS OF THE AUTHORITY HEREUNDER

SHALL BE A DEBT OF THE AUTHORITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY

OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION INDEBTEDNESS OF THE

AUTHORITY, AND THE AUTHORITY SHALL NOT BE LIABLE FOR THE PAYMENT OF ANY AMOUNTS HEREUNDER OUT OF ANY MONEY OF THE AUTHORITY OTHER THAN THE AUTHORITY REVENUES.

Presentment. Presentment for payment, demand, protest and notice of.demand, notice of dishonor, notice of non- payment and all other notices are hereby waived by the Authority, except to the extent expressly provided in the Agreement. No failure to exercise, and no delay- in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

Miscellaneous. The Authority, subject to Applicable Law and the limitations set forth herein and in the Agreement, hereby agrees to pay on demand all reasonable costs and expenses incurred in collecting amounts due hereunder or in enforcing or attempting to enforce any of the Lender' s rights hereunder, including, but not limited to, reasonable attorneys' fees and expenses actually incurred if collected by or through an attorney, whether or not suit is filed.

Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California.

Business Purpose. The Authority represents and warrants that the Advances evidenced by this Taxable Note will be used for valid corporate purposes of Authority.

IN WITNESS WHEREOF, the undersigned has caused this Taxable Note to be executed under seal as of the day and year first written above.

REDDING JOINT POWERS FINANCING AUTHORITY
Bv:

Name:

Title:

Packet Pg. 525 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit TAXABLE NoTE TRANSACTIONS

DATE TO

AMOUNT OF WHICH

ADVANCE INTEREST PRINCIPAL INTEREST NOTATION

DATE AMOUNT RATE REPAID PAID MADE BY
Packet Pg. 526 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or
Taxpayer Identification Number
of Transferee
Please print or typewrite name and address, including zip code, of Transferee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

Signature Guaranteed:

NOTICE: Signature( s) must be guaranteed by NOTICE: The signature above must a member or participant of a signature correspond with the name of the Owner as it guarantee program. appears upon the front of this Note in every particular, without alteration or enlargement
or chancre whatsoever.
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Packet Pg. 527 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

EXHIBIT C
FORM OF TERM LOAN NOTE]
Dated: October 29, 2020
FOR VALUE RECEIVED, Redding Joint Powers Authority (the " Authority"), promises to pay to the order of U. S. Bank National Association and its successors and assigns ( the " Lender"), the lesser of ( a) twenty- five million dollars ($ 25, 000, 000), and ( b) the aggregate unpaid principal amount of the Term Loan made by the Lender to the Authority pursuant to Section 2. 01( i) of the Revolving Credit Agreement, dated as of October 29, 2020 ( together with any amendments or supplements thereto, the " Agreement"), among the Authority, City of Redding ( the " City") and the Lender, on the dates and in the amounts provided for in the Agreement.

Interest. The Authority also promises to pay interest on the unpaid principal amount of this Term Loan Note. This Term Loan Note shall bear interest as set forth in the Agreement. All determinations of the interest rate borne by this Term Loan Note by the Lender shall be presumed correct, if reasonably determined absent manifest error, by the Authority.

Maturity. This Term Loan Note shall mature on the Term Loan Maturity Date as set forth in the Agreement.

Payments. All such payments of principal and interest shall be made in lawful money of the United States in immediately available funds to the Lender as indicated in writing by the Lender. Each payment made on this Terni Loan Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof.

Borrowing and Repayment. Any Term Loan made by the Lender and all repayments of the principal thereof shall be recorded by the Lender; provided, however, that the failure of the Lender to make any such recordation shall not affect the obligations of the Authority hereunder or under the Agreement.

Security; Events of Default. This Term Loan Note constitutes a Term Loan Note as described in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Loan Note shall become, or may be declared to be, immediately due and payable, and shall bear interest at the Default Rate all as provided in the Agreement.

ALL OBLIGATIONS OF THE AUTHORITY HEREUNDER SI-TALL BE SECURED BY A LIEN ON AND PLEDGE OF AUTHORITY REVENUES. NONE OF THE OBLIGATIONS OF THE AUTHORITY HEREUNDER

SHALL BE A DEBT OF THE AUTHORITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY

OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION INDEBTEDNESS OF THE Packet Pg. 528 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

AUTHORITY, AND THE AUTHORITY SHALL NOT BE LIABLE FOR THE PAYMENT OF ANY AMOUNTS HEREUNDER OUT OF ANY MONEY OF THE AUTHORITY OTHER TI-IAN THE AUTHORITY REVENUES.

Presentment. Presentment for payment, demand, protest and notice of demand, notice of dishonor, notice of non- payment and all other notices are hereby waived by the Authority, except to the extent expressly provided in the Agreement. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

Miscellaneous. The Authority, subject to Applicable Law and the limitations set forth herein and in the Agreement, hereby agrees to pay on demand all reasonable costs and expenses incurred in collecting amounts due hereunder or in enforcing or attempting to enforce any of the Lender' s rights hereunder, including, but not limited to, reasonable attorneys' fees and expenses actually incurred if collected by or through an attorney, whether or not suit is filed.

Governing Law. This Term Loan Note shall be governed by and construed in accordance with the laws of the State of California.

Business Purpose. The Authority represents and warrants that the Advances evidenced by this Term Loan Note will be used for valid corporate purposes of Authority.

IN WITNESS WHEREOF, the undersigned has caused this Term Loan Note to be executed under seal as of the day and year first written above.

REDDING JOINT POWERS FINANCING AUTHORITY
By:

Name:

Title:

Packet Pg. 529 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

TERM LOAN NOTE TRANSACTIONS

DATE TO

AMOUNT OFWHICH

ADVANCE INTEREST PRINCIPAL INTEREST NOTATION

DATE AMOUNT RATE REPAID PAID MADE BY
3-
Packet Pg. 530 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or
Taxpayer Identification Number
of Transferee
Please print or typewrite name and address, including zip code, of Transferee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

Signature Guaranteed:

NOTICE: Signature( s) must be guaranteed by NOTICE: The signature above must a member or participant of a signature correspond with the name of the Owner as it guarantee program appears upon the front of this Note in every particular, without alteration or enlargement
01 change whatsoever.
4-
Packet Pg. 531 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

EXIIIIHT D
FORM OF REQUEST FOR ADVANCE]

REQUEST FOR ADVANCE AND REVOLVING LOAN
U. S. Bank National Association
3 Bryant Park
1095 Avenue of the Americas, 13th Floor
New York, NY 10036
Attention: Bhalachandra Mehendale
Facsimile: ( 917) 256 2830
Telephone: ( 917) 326 3970
Email: bhala. mehendale@usbank. com
With a copy to:

U. S. Bank• National Association
US Bank Tower Cincinnati

42.5 Walnut St
Cincinnati, OH 45202
Attention: Cameron Parker
Telephone: ( 513) 449- 7186
Email: cameron. parker@usbank. com
Ladies and Gentlemen:

The undersigned refers to the Amended and Restated Revolving Credit Agreement, dated as of May 1 , 2023 ( together with any amendments or supplements thereto, the " Agreement"). among The City of Redding ( the " City"). Redding Joint Powers Financing Authority ( the Authority") and U. S. Bank National Association ( the " Lender") ( the terms defined therein being used herein as therein defined) and hereby requests, pursuant to Section 2. 01 of the Agreement, that the Lender makes an Advance under the Agreement, and in that connection sets forth below the following information relating to such Advance ( the " Proposed Advance"):

1. The Business Day of the Proposed Advance is 20_ ( the Advance Dcite"), which is at least two ( 2) Business Days after the date hereof.

2. The principal amount of the Proposed Advance is $ which, when added to all outstanding Advances, is not greater than the Commitment as of the Advance Date set forth in 1 above.

3. The Proposed Advance will be evidenced by the [ Tax-Exempt/Taxable Note] ( as defined in the Agreement).

Packet Pg. 532 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

4. The interest rate with respect to the Proposed Advance shall be [ the Tax- Exempt Rate] [ the Taxable Loan Rate].

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the Advance Date, before and after giving effect thereto:
a) the undersigned is authorized to sign this Request for Advance on behalf of the Authority;
b) the representations and warranties of the Authority set forth in Section 4. 01 of the Agreement and in each other Loan Document shall be true and correct in all material respects on the date hereof and on such Advance Date as though made on the date hereof and on the date of Advance Date; and
c) no Default or Event of Default shall have occurred and be continuing on such Advance Date.

The Proposed Advance shall be made by the Lender by wire transfer of immediately available funds to the undersigned in accordance with the instructions set forth below:

Insert wire instructions]
Very truly yours,

REDDING JOINT POWERS FINANCING AUTHORITY
By:

Name:

Title:

Packet Pg. 533 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

EXHIBIT E
FORM OF REQUEST FOR EXTENSION]

REQUEST FOR EXTENSION
Date]
U. S. Bank National Association
3 Bryant Park
1095 Avenue of the Americas, 13th Floor
New York, NY 10036
Attention: Bhalachandra Mehendale
Facsimile: ( 917) 256 2830
Telephone: ( 917) 326 3970
Email: bhala. mehendale@usbank. com
With a copy to:

U. S. Bank National Association
US Bank Tower Cincinnati
425 Walnut St
Cincinnati, OH 45202
Attention: Cameron Parker
Telephone: ( 513) 449- 7186
Email: cameron. parker@usbank. com
Ladies and Gentlemen:

Reference is made to the Amended and Restated Revolving Credit Agreement dated as of May I, 2023 ( together with any amendments or supplements thereto, the " Agreement") by and among the undersigned, the City of Redding ( the " City"), Redding Joint Powers Financing Authority ( the " Authority") and U. S. Bank National Association ( the " Lender''). All terms defined in the Agreement are used herein as defined therein.

The Authority hereby requests, pursuant to Section 2. 10 of the Agreement, that the Maturity Date with respect to the Available Commitment as of the date hereof be extended by to Pursuant to such Section 2. 10, we have enclosed. with this request the following information:
1 . a reasonably detailed description of any and all Defaults that have occurred and are continuing;
Packet Pg. 534 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

2. confirmation that all representations and warranties of the Authority and the City as set forth in Article IV of the Agreement and each Loan Document are true and correct as though made on the date hereof and that no Default or Event of Default has occurred and is continuing on the date hereof: and

3. any other pertinent information previously requested by the Lender.

The Lender is asked to notify the Authority of its decision with respect to this request within 60 clays of the date of receipt hereof. If the Lender fails to notify the Authority of the Lender' s decision within such 60- day period, the Lender shall be deemed to have rejected such request.

Very truly yours,

CITY OF REDDING
By:

Name:

Title:

REDDING JOINT POWERS FINANCING AUTHORITY
By:

Name:

Title:

Packet Pg. 535 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

EXHIBIT F
FORM OF NOTICE OF EXTENSION]
NOTICE or EXTENSION
Date]
Redding Joint Powers Financing Authority
777 Cypress Avenue
Redding, CA 96001
Attention: Gregory Robinett, Director of Finance
Telephone: ( 530) 225- 4088
E- mail: grobinett@cityotredding. org
City of Redding
777 Cypress Avenue
Redding, CA 96001
Attention: Gregory Robinett, City Treasurer
Telephone: ( 530) 225- 4088
E mail: grobinett@cityofredding. org
Ladies and Gentlemen:

We hereby notify you that pursuant to Section 2. 10 of the Amended and Restated Revolving Credit Agreement dated as of May 1 , 2023, by and among the City of Redding. Redding Joint Powers Financing Authority, and U. S. Bank National Association ( the " Lender"), the Maturity Date with respect to the COmmitment as of the date hereof shall be extended to Your acknowledgment hereof shall be deemed to be your representation and warranty that all your representations and warranties contained in Article IV of the Agreement and each other Related Document are true and correct and will be true and correct as of the date hereof and that no Default or Event of Default has occurred and is continuing.

Packet Pg. 536 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Very truly yours.

U. S. BANK NATIONAL ASSOCIATION
By:

Name:

Title:

Packet Pg. 537 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

EXHIBIT G
FORM OF NOTICE OF TERMINATION OR REDUCTION]

NOTICE OF TERMINATION OR REDUCTION
Date]
U. S. Bank National Association
3 Bryant Park
1095 Avenue of the Americas, 13th Floor
New York, NY 10036
Attention: Bhalachandra Mehendale
Facsimile: ( 917) 256- 2830
Telephone: ( 917) 326- 3970
With a copy to:

U. S. Bank National Association
3 Bryant Park
1095 Avenue of the Americas, 13th Floor
New York, NY 10036
Attention:

Facsimile: ( 917) 256- 2830
Telephone:

Ladies and Gentlemen:

Re: Amended and Restated Revolving Credit Agreement dated as of May 1 , 2023 The Redding Joint Powers Financing Authority (the " Authority"), through its undersigned, an Authority Representative, hereby certifies to U. S. Bank National Association ( the " Lender"), with reference to the Amended and Restated Revolving Credit Agreement dated as of May 1 , 2023 together with any amendments or supplements thereto, the " Agreement"), by and among the Authority, City of Redding, and the Lender ( the terms defined therein and not otherwise defined herein being used herein as therein defined):
1) The Authority hereby informs you that the Commitment is terminated in accordance with the Agreement.]
OR
Packet Pg. 538 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit 1) The Authority hereby informs you that the Available Commitment is reduced from [ insert amount as of the date of Certificate] to [ insert new amount], such reduction to be effective on
Packet Pg. 539 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit IN WITNESS WHEREOF, the Authority has executed and delivered this Notice this day of

REDDING JOINT POWERS FINANCING AUTHORITY
By:

Name:

Title:

CITY OF REDDING
By:

Name:

Title:
3-
Packet Pg. 540 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

EXHIBIT H
FORM OF NOTICE OF REDUCTION]

NOTICE OF REDUCTION
Date]
Redding Joint Powers Financing Authority
777 Cypress Avenue
Redding, CA 96001
Attention: Gregory Robinett, Director of Finance
Telephone: ( 530) 225- 4088
E- mail: grobinett@cityofredcling. org
City of Redding
777 Cypress Avenue
Redding, CA 96001
Attention: Gregory Robinett, City Treasurer
Telephone: ( 530) 225- 4088
E mail: grobinett@cityofredding. org
Ladies and Gentlemen:

We hereby notify you that pursuant to Section 2. 13 of the Amended and Restated Revolving Credit Agreement dated as of May 1 , 2023, by and between the Redding Joint Powers Financing Authority (the " Authority°'), the City of Redding, and U. S. Bank National Association the " Lender"), the Available Commitment is reduced from [ insert amount as of the date of Certificate] to [ insert new amount], such reduction to be effective on Packet Pg. 541 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Very truly yours,
U. S. BANK NATIONAL ASSOCIATION
By:

Name:

Title:

Packet Pg. 542 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Elf-IIBIT I

FORM OF LETTER OF CITY REPRESENTATIVE
This Compliance Certificate ( this " Certificate") is furnished to U. S. Bank National Association ( the " Lender") pursuant to that certain Amended and Restated Revolving Credit Agreement dated as of May 1 , 2023 ( the " Agreement"), among City of Redding ( the " City"), Redding Joint Powers Financing Authority ( the " Authority"), and the Lender. Unless otherwise defined herein, the terms used in this Certificate shall have the meanings assigned thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected [ title of City Representative] of the City;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the City during the accounting period covered by the attached financial statements;

3. The examinations described in paragraph 2 did not disclose, and 1 have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and

4. The financial statements required by Section 5. 02 of the Agreement and being furnished to you concurrently with this certificate fairly represent the consolidated financial condition of the City in accordance with GAAP (subject to year end adjustments) as of the dates and for the periods covered thereby.

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Obligated Group has taken, is taking, or proposes to take with respect to each such condition or event:

Signature Page to Immediately Follow]
Packet Pg. 543 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit The foregoing certifications and the financial statements delivered with this Certificate in support hereof, are made and delivered this _ day of 20_

CITY OF REDOING
By:

Name:

Title:

Packet Pg. 544 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

CITY OFCITY OF REDDING
REDD ! 777 Cypress Avenue, Redding, CA 96001
PO 80X 496071, Podding CA 96049- 6071
CA L I F OR N I A cityofredding. org

PAMELA MIZE, CITY CLERK( ELECTED)

SHARLENE TIPTON, INTERIM CITY CLERK
530. 225 4447
530 225 4463 FAX
April 26, 2023

REDDING JOINT POWERS FINANCING AUTHORITY MEETING

MINUTE ORDER
The following Minutes Excerpt is a true and exact motion of the Redding Joint Powers Financing Authority at its Special Meeting held on April 18, 2023:

PRESENT: Commissioners Tcnessa Audette, Mark Mezzano, Jack. Munns, Julie Winter. and Chair Michael Dacquisto.

CONSENT CALENDAR
2( a). Approve the amended and restated Revolving Credit Agreement ( Agreement) ( C- 8717) between US Bank, the City of Redding, and the Redding Joint Powers Financing Authority for the benefit of Redding Electric Utility (" REU" or " the Utility"), extending the agreement until November 1, 2025, and reducing the annual cost to 575, 000; and authorizing execution of documents by the Chair and City Attorney, and the taking of all necessary actions relating thereto.

Clerk' s Note regarding 2( a): The staff report recommended authorizing the Executive Director rather than the Chair) and General Counsel to execute the documents and the taking ofall necessary actions relating thereto.

A MOTION WAS MADE by Commissioner Mezzano, seconded by Commissioner Audette, that the foregoing item on the Consent Calendar be approved as recommended. The Vote:

Unanimous Ayes.

Sharlene Tipton, Interim City Clerk
Packet Pg. 545 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

CITY OF

CITY OF REDDING
IREDDING. 777 Cypress Avenue, Redding, CA 96001
POB X4496071, 9071 Redding, CA 96049- 6071
C A L I F O R N I A' cityofredding. org

PAMELA MIZE, CITY CLERK
SHARLENE TIPTON. ASSISTANT CITY CLERK
530 225. 4447
530 225 4463 FAX
April 26, 2023

CITY COUNCIL MEETING MINUTE ORDER
The following Minutes Excerpt is a true and exact motion of the Redding City Council at its regular meeting on April 18, 2023:

PRESENT: Council Members Tenessa Audette, Mark Mezzano, Jack Munns, Julie Winter, and Mayor Michael Dacquisto.

REGULAR CALENDAR: REPORTS & COMMUNICATIONS OF DEPARTMENTS, BOARDS,

COMMISSIONS AND COMMITTEES

JOINT MEETING OF THE CITY OF REDDING AND THE REDDING JOINT POWERS

FINANCING AUTHORITY
At the hour of 6: 27 p. m., Mayor Dacquisto convened a Special Meeting of the Redding Joint Powers Financing Authority ( RJPFA) for a Joint Meeting with the Redding City Council.

Council Member Munns left the room at 6: 26 p. m. and returned at 6: 30 p. m.

9. 5( a). Amend and Extend REU Revolving Credit Agreement ( C- 8717) with US Bank Assistant Director of Redding Electric Utility Joseph Bowers highlighted the Report to City Council ( staff report), incorporated herein by reference.

A MOTION WAS MADE by Council Member Mezzano, seconded by Council Member Audette, to approve the amended and Restated Revolving Credit Agreement C- 8717) between US Bank National Association, the City of Redding, and the Redding Joint Powers Financing Authority for the benefit of Redding Electric Utility, extending the agreement until November 1, 2025, and reducing the annual cost to $ 75, 000; and authorizing execution of documents by the City Manager and City Attorney, or designees, and the taking of all necessary actions relating thereto.

The Vote: Unanimous Ayes.

At the hour of 6: 34 p. m., Mayor Dacquisto adjourned the Special Meeting of the RJPFA. 1I
1 1:

Sharlene Tipton, City Clerk
Packet Pg. 546 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

CERTIFICATE OF THE

REDDING JOINT POWERS FINANCING AUTHORITY
The undersigned, Barry Tippin, Executive Director of the Redding Joint Powers Financing Authority ( the " Authority"), hereby certifies on and as of the date hereof as follows capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Amended and Restated Revolving Credit Agreement, dated as of May 1, 2023 ( the Credit Agreement"), among the City of Redding, the Authority and U.S. Bank National Association):

1. The Authority is in compliance with all of the terms and provisions of the Related Documents to which it is a party ( the " Authority Documents").

2. Each representation and warranty on the part of the Authority contained in the Authority Documents is true and correct as though made on and as ofthe date hereof.

3. No Default or Event of Default has occurred and is continuing or would result from the execution or performance of the Authority Documents.

4. No petition by or against the Authority has at any time been filed under the United States Bankruptcy Code or under any similar Law;

5. The Authority has complied with all the agreements and satisfied all conditions on its part to be performed or satisfied with respect to the execution and delivery of the Authority Documents on the date hereof.

6. No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or, to the best knowledge of the undersigned, threatened in any way against the Authority: ( i) affecting the existence of the Authority or the titles of its Governing Board members or its officers to their respective offices; ii) seeking to restrain or to enjoin the execution and delivery of any of the Authority Documents or the performance of the Authority' s obligations thereunder; ( iii) in any way contesting or affecting the validity or enforceability of any of the Authority Documents; ( iv) in any way contesting the powers of the Authority with respect to the Authority Documents; or ( v) in any way contesting or affecting any of the rights, powers, duties or obligations of the Authority with respect to the pledge of Revenues under the Credit Agreement; nor to the best knowledge of the undersigned is there any basis for any such action, suit, proceeding, inquiry or investigation.

7. The Governing Board of the Authority approved the execution and delivery of the Credit Agreement by the Authority at a special meeting of the Governing Board of the Authority held on April 18, 2023.
4126- 3341- 0375. 2
Packet Pg. 547 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit IN WITNESS WHEREOF, the undersigned has executed this certificate on the 1st day of May, 2023.

REDDING JOINT POWERS FINANCING

AUTHORITY
By
Execut • = or
2 4126- 3341- 0375. 2
Packet Pg. 548 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

SIGNATURE AND INCUMBENCY CERTIFICATE OF THE AUTHORITY
The undersigned hereby state and certify:
i) that they are the duly elected or appointed and qualified Executive Director, Treasurer and Secretary of the Redding Joint Powers Financing Authority ( the Authority"), and as such, are familiar with the facts herein certified and are authorized to certify the same;
ii) the following- named persons are now, and at all times since April 18, 2023 have been, duly qualified members ofthe governing board of the Authority:

Member
Michael Dacquisto
Mark Mezzano
Tenessa Audette
Jack Munns
Julie Winter
iii) the persons named below are now, and at all times since April 18, 2023 have been, duly elected and qualified officers of the Authority holding the offices of the Authority set opposite their respective names, and each of them certifies that the signature of the others is the genuine signature of such person.

Name/ Title Signature
W
Barry Tippin, Executive Director WI011.

Greg Robinett, Treasurer
Sharlene Tipton, Interim City Clerk 11/ 4t 171
iv) that for and on behalf of the Authority, the Executive Director of the Authority has executed and delivered the Amended and Restated Revolving Credit Agreement, dated as of May 1, 2023, among the City of Redding, the Authority and U. S. Bank National Association.
4126- 3341- 0375. 2
Packet Pg. 549 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit Dated: May 1, 2023.

REDDING JOINT POWERS FINANCING

AUTHORITY
By: r/.,.. i__ _,,, t
Barry Tip , . utive Director
By:

GreR inett, Treasurer
By: L...tv,4';
Ael-p---)
Sharlene
2 Tipton, Interim Secretary
4126- 3341- 0375.2
Packet Pg. 550 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit s kR

CERTIFICATE OF THE CITY OF REDDING
The undersigned, City Manager of the City of Redding ( the " City"), hereby certifies on behalf of the City on and as of the date hereof as follows ( capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Amended and Restated Revolving Credit Agreement, dated as of May 1, 2023 ( the " Credit Agreement"), among the City, the Redding Joint Powers Financing Authority and U. S. Bank National Association):

1. The City is in compliance with all of the terms and provisions of the Related Documents to which it is a party ( the " City Documents").

2. Each representation and warranty on the part of the City contained in the City Documents is true and correct as though made on and as of the date hereof.

3. No Default or Event of Default has occurred and is continuing or would result from the execution or performance of the City Documents.

4. No petition by or against the City has at any time been filed under the United States Bankruptcy Code or under any similar Law;

5. The City has complied with all the agreements and satisfied all conditions on its part to be performed or satisfied with respect to the execution and delivery of the City Documents on the date hereof.

6. No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or, to the best knowledge of the undersigned, threatened in any way against the City: ( i) affecting the existence of the City or the titles of its City Council members or its officers to their respective offices; ( ii) seeking to restrain or to enjoin the execution and delivery of any of the City Documents or the performance of the City' s obligations thereunder; ( iii) in any way contesting or affecting the validity or enforceability of any of the City Documents; ( iv) in any way contesting the powers of the City with respect to the City Documents to which it is a party; or ( v) in any way contesting or affecting any of the rights, powers, duties or obligations of the City with respect to the pledge of Net Revenues under the Installment Sale Agreement; nor to the best knowledge of the undersigned is there any basis for any such action, suit, proceeding, inquiry or investigation.

7. The City Council of the City approved the execution and delivery of the Credit Agreement by the City at a regular meeting of the City Council of the City held on April 18, 2023.
4126- 3341- 0375. 2
Packet Pg. 551 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit I
IN WITNESS WHEREOF, the undersigned has executed this certificate on the 1st day of May, 2023.

CITY OF REDDING
By G/.
ity Mots
4126- 3341- 0375.
2 2
Packet Pg. 552 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit R

SIGNATURE AND INCUMBENCY CERTIFICATE OF THE CITY
The undersigned hereby state and certify:
i) that they are the duly elected or appointed and qualified City Manager, Director of Finance/ City Treasurer and Interim City Clerk of the City of Redding, a general law city duly organized and existing under the laws of the State of California ( the " City"), and as such, are familiar with the facts herein certified and are authorized to certify the same; ii) that the following are now, and have continuously been since April 18, 2023, the duly elected, qualified and acting members of the City Council of the City of Redding:

Member
Michael Dacquisto
Mark Mezzano
Tenessa Audette
Jack Munns
Julie Winter
iii) The persons named below are now, and at all times since April 18, 2023 have been, duly elected and qualified officers of the City, holding the offices of the City set opposite their respective names, and each of them certifies that the signature of the others is the genuine signature of such person.

Name/
Titles
Signature
Barry Tippin, City Manager
Greg Robinett, Director of Finance/ City
Treasurer
D-1, Sharlene Tipton, Interim City Clerk k}, r, 11, st, f-6,/1 iv) that for and on behalf of the City, the City Manager of the City has executed the Amended and Restated Revolving Credit Agreement, dated as of May 1, 2023, among the City, the Redding Joint Powers Financing Authority and U.S. Bank National Association.
4126- 3341- 0375. 2
Packet Pg. 553 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit I
t
Dated: May 1, 2023

CITY OF REDDING
By
City Ma er
By — _
Yir- tor of Finance/ City Treasurer
Byk;v ,/ I
Interim City Clerk
2 4126- 3341- 0375.2
Packet Pg. 554 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

CITY OF

CITY OF REDDING
777 Cypress Avel ueReddingCA 96001 R
C A
E
L
D
I F
D
O R _
itsiç N' -A- cityofredding.

P
org
May 1, 2023
U. S. Bank National Association
New York, New York
Re: Amended and Restated Revolving Credit Agreement, dated as of May 1, 2023, among City of Redding, Redding Joint Powers Financing Authority and U.S. Bank National Association
Ladies and Gentlemen:

I have served as general counsel to the Redding Joint Powers Financing Authority ( the Authority") in connection with the execution and delivery of the Amended and Restated Revolving Credit Agreement, dated as of May 1, 2023 ( together with all exhibits attached thereto, the " Credit Agreement"), among City of Redding ( the " City"), the Authority and U. S. Bank National Association ( the " Bank"). This letter is being addressed to the Bank pursuant to Section

3. 01( d) of the Credit Agreement. I have examined the Credit Agreement and have made such other investigations of law and fact as I have deemed necessary to render the following opinion.

It is my opinion that:
1) The Authority is a joint exercise of powers agency under Article 1 of Chapter 5 of Division 7 of Title 1 of the California Government Code duly organized and existing under and pursuant to the laws of the State of California.
2) The Authority has the legal authority and right to execute, deliver and perform its obligations under the Credit Agreement and the Authority has complied with the provisions of applicable law in all matters relating to the transactions contemplated by Credit Agreement. 3) The actions of the Governing Board ofthe Authority approving and authorizing the execution and delivery of the Credit Agreement were duly taken at a special meeting of the Governing Board of the Authority, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout. 4) The Credit Agreement has been duly authorized, executed and delivered by the Authority and, assuming due authorization, execution and delivery by and enforceability against the other parties thereto, the Credit Agreement constitutes the legal, valid and binding obligation 76 °\
1- z\
v _ ^ n
4151- 5412- 1799. 1
i' 1 '" r
Packet Pg. 555 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit ofthe Authority, enforceable against the Authority in accordance with its terms, subject to the laws relating to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the enforcement of creditors' rights generally and the application of equitable principles if equitable remedies are sought, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, to the possible unavailability of specific performance or injunctive relief, and to the limitations on legal remedies against public agencies in the State of California.
5) No approval, consent or authorization of any governmental or public agency, authority or person is required for the execution, delivery and performance by the Authority of the Credit Agreement or the performance by the Authority of its obligations thereunder which has not been obtained.
6) The execution and delivery of the Credit Agreement by the Authority and compliance with the provisions thereof will not conflict with or constitute a breach of or default under any instrument relating to the organization, existence or operation of the Authority, or commitment, agreement or other instrument to which the Authority is a party or by which it or its property is bound or affected, or any ruling, regulation, ordinance, judgment, order or decree to which the Authority or any of its officers in their respective capacities as such are subject or any provision of the laws of the State of California relating to the Authority and its affairs. 7) There is no action, suit, proceeding, inquiry or investigation at law or in equity, or before any court, public board or body, pending or, to the best of my knowledge, threatened against or affecting the Authority or any entity affiliated with the Authority or any of its officers in their respective capacities as such ( nor to the best of my knowledge, is there any basis therefor) that questions the powers of the Authority referred to in paragraph 2 above or the validity of the proceedings taken by the Authority in connection with the authorization, execution or delivery of the Credit Agreement, or wherein any unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the Credit Agreement, or that, in any way, would adversely affect the validity or enforceability of the Credit Agreement or, in any material respect, the ability of the Authority to perform its obligations under the Credit Agreement.

Very truly yours,

61.4047, 46e,"#'
4151- 5412- 1799. 1
i 1
Packet Pg. 556 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

CITY OF

CITY OF REDDING
R E DDI N 777 Cypress Avenue, Redding, CA 96001
PO BOX 496071, Redding, CA 96049- 6071
CA L I F OR cityofredding. org
May 1, 2023
U. S. Bank National Association
New York, New York
Re: Amended and Restated Revolving Credit Agreement, dated as of May 1, 2023, among City of Redding, Redding Joint Powers Financing Authority and U. S.

Bank National Association
Ladies and Gentlemen:

I have served as counsel to the City of Redding ( the " City") in connection with the execution and delivery of the Amended and Restated Revolving Credit Agreement, dated as of May 1, 2023 ( together with all exhibits attached thereto, the" Credit Agreement"), among the City, Redding Joint Powers Financing Authority (the " Authority") and U.S. Bank National Association the " Bank"). This letter is being addressed to the Bank pursuant to Section 3. 01( d) of the Credit Agreement. I have examined the Credit Agreement and have made such other investigations of law and fact as I have deemed necessary to render the following opinion.

It is my opinion that:
1) The City is a general law city and municipal corporation, duly created, organized and existing under and pursuant to the Constitution and laws of the State of California and duly qualified to furnish electric service within said City. 2) The City has the legal authority and right to execute, deliver and perform its obligations under the Credit Agreement and the City has complied with the provisions of applicable law in all matters relating to the transactions contemplated by Credit Agreement. 3) The actions ofthe City Council of the City approving and authorizing the execution and delivery of the Credit Agreement were duly taken at a regular meeting of the City Council, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout.
4) The Credit Agreement has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by and enforceability against the other parties thereto, the Credit Agreement constitutes the legal, valid and binding obligations of the

4. . 1. 2.
4160- 0877- 6775. 1
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Packet Pg. 557 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit City, enforceable against the City in accordance with its terms, subject to the laws relating to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the enforcement of creditors' rights generally and the application of equitable principles if equitable remedies are sought, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, to the possible unavailability of specific performance or injunctive relief, and to the limitations on legal remedies against public agencies in the State of California.
5) No approval, consent or authorization of any governmental or public agency, authority or person is required for the execution, delivery and performance by the City of the Credit Agreement or the performance by the City of its obligations thereunder which has not been obtained. Under the laws of the State of California, the City has the authority to determine, fix, impose and collect rates and charges for electric service and is not presently subject to the regulatory jurisdiction of any state, regional or local governmental regulatory authority in that regard.
6) The execution and delivery of the Credit Agreement by the City and compliance with the provisions thereof will not conflict with or constitute a breach of or default under any instrument relating to the organization, existence or operation of the City, or commitment, agreement or other instrument to which the City is a party or by which it or its property is bound or affected, or any ruling, regulation, ordinance, judgment, order or decree to which the City or any of its officers in their respective capacities as such are subject or any provision of the laws of the State of California relating to the City and its affairs. 7) There is no action, suit, proceeding, inquiry or investigation at law or in equity, or before any court, public board or body, pending or, to the best of my knowledge, threatened against or affecting the City or any entity affiliated with the City or any of its officers in their respective capacities as such( nor to the best of my knowledge, is there any basis therefor) that questions the powers of the City referred to in paragraph 2 above or the validity of the proceedings taken by the City in connection with the authorization, execution or delivery of the Credit Agreement, or wherein any unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the Credit Agreement, or that, in any way, would adversely affect the validity or enforceability of the Credit Agreement or, in any material respect, the ability ofthe City to perform its obligations under the Credit Agreement.

Very truly yours,
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4160- 0877- 6775. 1 1
Packet Pg. 558 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit I
0 orrick
Orrick, Herrington& Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, CA 94105-2669
1 415 773 5700
orrick. com
May 1, 2023
U. S. Bank National Association
New York, New York
Re: Amended and Restated Revolving Credit Agreement, dated as of May 1, 2023, among City of Redding, Redding Joint Powers Financing Authority and U.S. Bank National Association
Ladies and Gentlemen:

This letter is addressed to U. S. Bank National Association ( the ` Bank") pursuant to Section 3. 01( e) of the Amended and Restated Revolving Credit Agreement, dated as of May 1, 2023 ( together with all exhibits thereto, the " Credit Agreement"), among the City of Redding the " City"), the Redding Joint Powers Financing Authority ( the " Authority"), and the Bank.

Capitalized terms not otherwise defined herein shall have-the meanings ascribed thereto in the Credit Agreement.

In such connection, we have reviewed the Credit Agreement, certificates of the City and the Authority, an opinion of the City Attorney of the City, an opinion of the General Counsel of the Authority and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein.

The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities.

Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the date hereof. Accordingly, this letter speaks only as of its date and is not intended to, and may not, be relied upon or otherwise used in connection with any such actions, events or matters. We have assumed the genuineness of all documents and signatures provided to us and the due and legal execution and delivery thereof by, and validity against, any parties other than the City and the Authority. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in 4132- 7382- 8423. 1
Packet Pg. 559 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit t
0 orrick
the opinions, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Credit Agreement. We call attention to the fact that the rights and obligations under the Credit Agreement and their enforceability may be subject to bankruptcy, insolvency, receivership, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities such as the City and the Authority in the State of California. We express no opinion with respect to any indemnification, contribution, liquidated damages, penalty ( including any remedy deemed to constitute or to have the effect of a penalty), right of set- off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non- exclusivity of remedies, waiver or severability provisions contained in the foregoing documents, nor do we express any opinion with respect to the state or quality of title to or interest in any of the assets described in or as subject to the lien of the Credit Agreement or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such assets.

Based on and subject to the foregoing and in reliance thereon, as of the date hereof, we are of the following opinions:

1. The Credit Agreement constitutes a valid and binding obligation of the City and the Authority.

2. The Credit Agreement creates a valid pledge, to secure the payment of the Obligations, ofthe Authority Revenues.

This letter is furnished by us as bond counsel to the City and the Authority. No attorneyclient relationship has existed or exists between our firm and the Bank in connection with the Credit Agreement by virtue of this letter. We disclaim any obligation to update this letter. This letter is delivered to you as the Bank, is solely for the benefit of the Bank and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. This letter is not intended to, and may not, be relied upon by any party to whom it is not specifically addressed.

V,ery truly yours,
4,'(/-, ik-10- - Z7
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A
ORRICK, HERRINGTON &; TCLIFFE LLP
2 4132- 7382- 8423. 1
Packet Pg. 560 Attachment: C-8717 - Amended and Restated Revolving Credit Agreement - 2023 - REU_US Bank (9.5(a)--Extend REU Revolving Credit

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Accept the report; and provide direction to staff.

Fiscal Impact
In 2014, the City of Redding (City) received net proceeds of approximately $600,000 from the sale of property to The McConnell Foundation for the development of the Sheraton Hotel.

Subsequently, City Council (Council) authorized the funds to be deposited into a special account to be used for capital investment and deferred maintenance at the Civic Auditorium.

Additionally, some of the proceeds from the Civic Auditorium lease payments have been distributed into this account. Between these sources, minus some previous expenditures, there was approximately $675,000 available. There was no impact to the General Fund with this action.

On September 2, 2025, Council authorized the Mayor to execute a Grant Agreement providing $675,445.57 to Advance Redding, Inc. (Advance Redding), for operations of the Civic Auditorium along with an amendment to the lease agreement waiving the monthly payments of $5,000 until January 2, 2026. The Grant Agreement has been executed and the associated payment is in process.

Alternative Action
The Council could choose not to take action at this time and the agreement would continue as approved or provide staff with alternate direction.

MEETING DATE: October 7, 2025
ITEM NO. 9.6(a)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 9.6(a)--Consider terminating financial assistance (C-10981) and lease amendment (C-5682) for Advance Redding's operations of the Civic Auditorium located at 700 Auditorium Drive.

Travis Menne, Director of
Community Services
Packet Pg. 561
Report to Redding City Council October 1, 2025
Re: 9.6(a)--Consider Terminating Financial Assistance for Civic Auditorium and Advance Redding Page 2
Background/Analysis
At the August 4, 2025, Council meeting, Advance Redding presented the “State of the Civic.” During that presentation, General Manager, Julie Dyar, had two requests from the Council: (1) to use the $675,000 to assist Advance Redding with current expenses; and (2) work with the City to re-structure the existing agreement to ensure future success. On August 19, 2025, Council directed staff to develop a grant agreement for Advance Redding to help support operations of the Civic Auditorium with a total value of $675,445,27 and also directed staff to waive rent payments until January 2, 2026.

On September 2, 2025, Council authorized the Mayor to execute the Grant Agreement and Lease Amendment documents - both agreements were executed on September 9, 2025. On September 16, 2025, Council directed staff to return with a report for discussion and consideration of options, if any, at its next meeting, regarding the terms and conditions of both the Amended and Restated Civic Auditorium Lease Agreement (C-5682) and the executed Grant Agreement (C10981) with Advance Redding.

In general, the terms of the Grant Agreement are:
• One-year term, expiring September 8, 2026;
• The City can terminate with 30 days written notice to Advance Redding; • A grant report shall be submitted detailing exact expenditures, with relevant records or invoices and outcomes noted, prior to the end of the grant term; • The City shall provide a grant in an amount not to exceed $675,445.27 to Advance Redding for activities as set forth in the Scope of Work (Exhibit A, Page 8 of attached contract);
• Payment of said funds shall be made in one lump sum payment within 30 days of the date of this Agreement;
• Any funds paid to Advance Redding shall be used solely for the purposes set forth in the Scope of Work (Exhibit A, Page 8 of attached contract) and in accordance with the terms outlined within this contract;
• Exhibit A details planned expenditures, which includes fencing, utility costs, outdoor stage rental, production costs, and rentals which include lighting and sound; and • Upon termination of this agreement, any funds remaining shall be returned to the City, and any funds not used for the purposes specified in Exhibit A shall be repaid to the City in full.

Per the terms of the Grant Agreement, should the payment be received, and spent on eligible expenses, the City has no recourse to recuperate funds unless the terms of the contract were violated.

The sole term of the Lease Amendment is that rent, previously $5,000 per month, is waived until January 2, 2026.

Packet Pg. 562
Report to Redding City Council October 1, 2025
Re: 9.6(a)--Consider Terminating Financial Assistance for Civic Auditorium and Advance Redding Page 3
As further background, the Amended and Restated Civic Auditorium Lease Agreement between the City and Advance Redding, establishes the terms for leasing the Redding Civic Auditorium from January 1, 2022, to December 31, 2031. Advance Redding is responsible for managing the venue, ensuring a minimum of 60 event days per year, measured on a three-year rolling average, and accommodating specific community events like Kool April Nites and the July 4th Freedom Festival. The lease allows limited rent-free use of the facility by the City for municipal purposes and natural disaster response.

The rent structure is variable to account for a major subtenant’s presence. In 2022, rent was $10,000 per month and in 2023, increased to approximately $23,356 per month, with cost-ofliving adjustments in 2023 and 2024. However, in December 2023, when Advance Redding received written notice that its subtenant, Bethel Church, intended to terminate its sublease, the rent dropped to $5,000 per month for the remainder of the lease. The rent reduction acknowledged the financial impact of losing a major source of stable income that supported the tenant’s operational viability.

Beyond rent, Advance Redding bears responsibility for interior maintenance, utility costs, and capital upgrades to auditorium seating systems. The City retains responsibility for structural systems such as HVAC, windows, restrooms, grounds maintenance, and parking lots. To this end, Advance Redding has paid in excess of $1 Million dollars for various interior maintenance.

Environmental Review
This is not a project defined under the California Environmental quality Act, and no further action is required.

Council Priority/City Manager Goals
• Government of the 21st Century – “Be relevant and proactive to the opportunities and challenges of today’s residents and workforce. Anticipate the future to make better decisions today.”
• Economic Development – “Facilitate and become a catalyst for economic development in Redding to create jobs, retain current businesses and attract new ones, and encourage investment in the community.”
Attachments
^C-10981 - Grant Agreement - 2025 - Advance Redding
Reso. 2025-074 - Authorizing Financial Support for Advanced Reddings Operations of Redding Civic
Previous Staff Report - August 19, 2025, item 9.6(d)
Previous Staff Report - September 2, 2025, item 9.6(b)
(C-5682) 2021 Amended and Restated Civic Auditorium Lease Agreement C-5682 - First Amendment - 2025 - Advance Redding
Packet Pg. 563
Packet Pg. 564
Attachment: ^C-10981 - Grant Agreement - 2025 - Advance Redding (9.6(a)--Consider Terminating Financial Assistance for Civic Auditorium and Packet Pg. 565
Attachment: ^C-10981 - Grant Agreement - 2025 - Advance Redding (9.6(a)--Consider Terminating Financial Assistance for Civic Auditorium and Packet Pg. 566
Attachment: ^C-10981 - Grant Agreement - 2025 - Advance Redding (9.6(a)--Consider Terminating Financial Assistance for Civic Auditorium and Packet Pg. 567
Attachment: ^C-10981 - Grant Agreement - 2025 - Advance Redding (9.6(a)--Consider Terminating Financial Assistance for Civic Auditorium and Packet Pg. 568
Attachment: ^C-10981 - Grant Agreement - 2025 - Advance Redding (9.6(a)--Consider Terminating Financial Assistance for Civic Auditorium and Packet Pg. 569
Attachment: ^C-10981 - Grant Agreement - 2025 - Advance Redding (9.6(a)--Consider Terminating Financial Assistance for Civic Auditorium and Packet Pg. 570
Attachment: ^C-10981 - Grant Agreement - 2025 - Advance Redding (9.6(a)--Consider Terminating Financial Assistance for Civic Auditorium and Packet Pg. 571
Attachment: ^C-10981 - Grant Agreement - 2025 - Advance Redding (9.6(a)--Consider Terminating Financial Assistance for Civic Auditorium and S(JLUTIf7N NO, 2025- f 74
A S LUTIC I T Q TI E CITY C l U1 1CIL I+ THE CITY ' DDING APPI OVINaG ' JNI) IN A1VD AU"TH ZING FII TANCIAL SITPP R"T FOR ALI ANCE D DING' S 0 PE TIl 1 1S f F THE DING CI I
AUDI`TC? iJM
WHE A, the Redding Civie Auditorium (" Civic Auditorium"}, forrnerly known as the Redding Convention Center, has historically served as an entertainment and mee ing venue hosting various commercial and corrxmunity events; and
WHE AS, Advance Redding leases frc m the City of Redding (" City) certain real property located at 700 Auditariurn Dr., Redding, A 96001 (" Premises"), al o known as the Civic Auditorium, upon which Advance Redding aperates and rnainta ns the Premises as a venue for hosting artistic, cultural, community, educational, performing arts, eonventions, trade shows, other community purposes and similar events; and
WI EI2EAS, the City recognizes the ect nomic and cultural value brought ta the community through sustainable operations of the Civic Auditorium, and WHE ' AS, zn 2014 the Redding City Council adopted Resolution No. 2014- t 25 which dir cted the City Manager to deposit the $ 600, 000 in proceeds fr m a eal estate purchase and sale agreement between the City of Redding anc The McConnell Foundation for the Sheraton Hotel property, into an accaunt established to be utilized for the sale purpose of costs related to capital improvements and deferred mait tenance to the Civic Auditorium; and WHE AS, with the addition of ongoing ease payments and interest, the cui rent balance of tl e accaunf is $675>445. 57; and
VVI- E , at their August 19, 2t 25, meeting, the Redding City Ct uncil directed staff ta release the entirety of said funds to Advance Redding through a grant greement for the sol purpose of supporting aperations of the ivic Audit rium, pursuant to the requirements of the grant agreement;
NO W, TgI Ft , BE IT 50L ED TH..AT THE ' IT' COUNCI., f F THE CITY O' DDIN HE BY t UTHt ZES T FClLLI` WI101G:
l. The use af sa d fi nds are redirected from thas uses outlined in Resc lution No. 2d14- 025 and redirected to supporting Advance Redding' s operating costs at the Civic Auditorium; and

2. The Mayor is authorized to negotiate and enter into a grant agreement, not to exceed 675, 445.2, with Advance Redding for the sole use to support its operating costs at the Civic Auditorium.

Packet Pg. 572 Attachment: Reso. 2025-074 - Authorizing Financial Support for Advanced Reddings Operations of Redding Civic (9.6(a)--Consider Terminating I HE BY C R' IF' that the foregoing resolution was introduced and adopted at a regular meeting of the City Councii of the City of Redding on the 2nd day of 5epfiember, 2025, by the following vote:

AYES. CO TNCIL 1t dEMBERS. - ETTE, LITTAU, SNER, M[ T10TNS N tES; CO.. TNCIL ld'iE ERS; - N(JNE
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Packet Pg. 573 Attachment: Reso. 2025-074 - Authorizing Financial Support for Advanced Reddings Operations of Redding Civic (9.6(a)--Consider Terminating

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Accept Report and provide direction regarding the following options related to the Redding Civic Auditorium (C-5682):
(1) Allocation of approximately $675,000 through a grant or loan to Advance Redding for the purpose of assisting in covering operational expenses; (2) Deferment of lease payments of $5,000 per month until January 2026; and (3) Assign two City Council Members to work with staff and Advance Redding on development of a new contract structure to ensure the successful, future operations of the Civic Auditorium.

Fiscal Impact
In 2014, the City of Redding (City) received net proceeds of approximately $600,000 from the sale of property to The McConnell Foundation for the purpose of constructing the Sheraton Hotel. By City Council (Council) direction, the funds were deposited into a special account to be used for capital investment and deferred maintenance at the Civic Auditorium. Additionally, some of the proceeds from the Civic Auditorium lease payments have been distributed into this account. Between these sources, minus some previous expenditures, there is approximately $675,000 available. Therefore, should the Council wish to provide those funds to Advance Redding there would be no additional impact to the General Fund. However, future Civic Auditorium maintenance projects will have less available funding, and staff will be required to seek alternate sources.

Alternative Action
The Council could choose to not provide any direction at this time.

MEETING DATE: August 19, 2025
ITEM NO. 9.6(d)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 9.6(d)--Consider financial assistance options for Advance Redding regarding the Civic Auditorium located at 700 Auditorium Drive.

Travis Menne, Director of
Community Services
Packet Pg. 574 Attachment: Previous Staff Report - August 19, 2025, item 9.6(d) (9.6(a)--Consider Terminating Financial Assistance for Civic Auditorium and Report to Redding City Council August 13, 2025
Re: 9.6(d)‐‐Consider Financial Assistance Options for the Civic Auditorium and Advance Redding Page 2

Background/Analysis
At the August 4, 2025, Council meeting, Advance Redding presented the “State of the Civic” to the Council. During that presentation, General Manager Julie Dyar, had two requests from the Council: (1) to use the $675,000 to assist Advance Redding with current expenses; and (2) work with Advance Redding to re-structure the existing agreement to ensure future success.

As background, the Amended and Restated Civic Auditorium Lease Agreement (C-5682) between the City and Advance Redding, Inc. establishes the terms for leasing the Redding Civic Auditorium from January 1, 2022, to December 31, 2031. Advance Redding is responsible for managing the venue, ensuring a minimum of 60 event days per year, measured on a three-year rolling average, and accommodating specific community events like Kool April Nites and the July 4th Freedom Festival. The lease allows limited rent-free use of the facility by the City for municipal purposes and natural disaster response.

The rent structure is variable to account for a major subtenant’s presence. Rent was $10,000/month in 2022 and increased to approximately $23,356/month in 2023, with cost-ofliving adjustments in 2023 and 2024. However, when Advance Redding received written notice that its subtenant, Bethel Church, intended to terminate its sublease, the rent dropped to $5,000/month for the remainder of the lease. The rent reduction acknowledged the financial impact of losing a major source of stable income that supported the tenant’s operational viability.

Beyond rent, Advance Redding bears responsibility for interior maintenance, utility costs, and capital upgrades to auditorium seating systems. The City retains responsibility for structural systems such as HVAC, windows, restrooms, grounds maintenance, and parking lots.

Environmental Review
This is not a project defined under the California Environmental quality Act, and no further action is required.

Council Priority/City Manager Goals
 Government of the 21st Century – “Be relevant and proactive to the opportunities and challenges of today’s residents and workforce. Anticipate the future to make better decisions today.”
 Economic Development – “Facilitate and become a catalyst for economic development in Redding to create jobs, retain current businesses and attract new ones, and encourage investment in the community.”
Attachments
Reso 2014-025
C-5682 - Lease Agreement - 2021 - Advance Redding
C-5682_Lease Agreement_1st Amendment Convention Center_Advance Redding Packet Pg. 575 Attachment: Previous Staff Report - August 19, 2025, item 9.6(d) (9.6(a)--Consider Terminating Financial Assistance for Civic Auditorium and

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Approve the following actions relative to providing financial assistance to Advance Redding for the operations of the Redding Civic Auditorium:
(1) Adopt Resolution changing the initial designation of capital improvements and deferred maintenance to the Civic Auditorium to the purpose of providing a grant to assist with operational expenses at the Civic Auditorium;
(2) Authorize the Mayor to execute the First Amendment to the Amended and Restated Civic Auditorium Lease Agreement (C-5682) with Advance Redding deferring the $5,000 per month lease payments until January 2026;
(3) Authorize the Mayor to execute the Grant Agreement with Advance Redding in an amount not to exceed $675,445.27; and
(4) Adopt Resolution approving and adopting the 10th Amendment to City Budget Resolution No. 2025-049 appropriating $675,450 for the Advance Redding assistance grant.

Fiscal Impact
In 2014, the City of Redding (City) received net proceeds of approximately $600,000 from the sale of property to The McConnell Foundation for the development of the Sheraton Hotel. By City Council (Council) direction, the funds were deposited into a special account to be used for capital investment and deferred maintenance at the Civic Auditorium. Additionally, some of the proceeds from the Civic Auditorium lease payments have been distributed into this account.

Between these sources, minus some previous expenditures, there is approximately $675,000 available. Therefore, providing a grant to Advance Redding would not impact the General Fund.

However, future Civic Auditorium maintenance projects will have less available funding, and staff will be required to seek alternate sources.

MEETING DATE: September 2, 2025
ITEM NO. 9.6(b)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 9.6(b)--Consider Resolution approving financial assistance for Advance Redding and approving a lease amendment for the Civic Auditorium located at 700 Auditorium Drive.

Travis Menne, Director of
Community Services
Packet Pg. 576 Attachment: Previous Staff Report - September 2, 2025, item 9.6(b) (9.6(a)--Consider Terminating Financial Assistance for Civic Auditorium and Report to Redding City Council August 27, 2025
Re: 9.6(b)‐‐Authorize Financial Assistance for Civic Auditorium and Advance Redding Page 2

Alternative Action
The Council could choose to not authorize the financial assistance or provide staff with alternate direction.

Background/Analysis
At the August 4, 2025, Council meeting, Advance Redding presented the “State of the Civic.” During that presentation, General Manager, Julie Dyar, had two requests from the Council: (1) to use the $675,000 to assist Advance Redding with current expenses; and (2) work with Advance Redding to re-structure the existing agreement to ensure future success.

At the August 19, 2025, Council meeting, Council directed staff to develop a grant agreement for Advance Redding to help support operations of the Civic Auditorium with a total value of $675,445,57. Furthermore, Council directed staff to waive rent payments until January 1, 2026, as well as establish an ad hoc committee of two Community Services Advisory Commissioners to work with staff and Advance Redding to develop new lease terms for Council’s future consideration. While amending the lease will take time, the grant agreement and lease amendment waiving rents can be considered immediately, and the relevant documents are included with this report.

As background, the Amended and Restated Civic Auditorium Lease Agreement (C-5682) between the City and Advance Redding, Inc., establishes the terms for leasing the Redding Civic Auditorium from January 1, 2022, to December 31, 2031. Advance Redding is responsible for managing the venue, ensuring a minimum of 60 event days per year, measured on a three-year rolling average, and accommodating specific community events like Kool April Nites and the July 4th Freedom Festival. The lease allows limited rent-free use of the facility by the City for municipal purposes and natural disaster response.

The rent structure is variable to account for a major subtenant’s presence. In 2022, rent was $10,000 per month and in 2023, increased to approximately $23,356 per month, with cost-ofliving adjustments in 2023 and 2024. However, in December 2023, when Advance Redding received written notice that its subtenant, Bethel Church, intended to terminate its sublease, the rent dropped to $5,000 per month for the remainder of the lease. The rent reduction acknowledged the financial impact of losing a major source of stable income that supported the tenant’s operational viability.

Beyond rent, Advance Redding bears responsibility for interior maintenance, utility costs, and capital upgrades to auditorium seating systems. The City retains responsibility for structural systems such as HVAC, windows, restrooms, grounds maintenance, and parking lots.

Environmental Review
This is not a project defined under the California Environmental quality Act, and no further action is required.

Packet Pg. 577 Attachment: Previous Staff Report - September 2, 2025, item 9.6(b) (9.6(a)--Consider Terminating Financial Assistance for Civic Auditorium and Report to Redding City Council August 27, 2025
Re: 9.6(b)‐‐Authorize Financial Assistance for Civic Auditorium and Advance Redding Page 3

Council Priority/City Manager Goals
 Government of the 21st Century – “Be relevant and proactive to the opportunities and challenges of today’s residents and workforce. Anticipate the future to make better decisions today.”
 Economic Development – “Facilitate and become a catalyst for economic development in Redding to create jobs, retain current businesses and attract new ones, and encourage investment in the community.”
Attachments
^Resolution
^Budget Resolution
Advance Redding Grant Agreement
(C-5682) 2025 First Amendment to the Amended and Restated Lease Agreement Previous Staff Report - August 19, 2025, item 9.6(d)
(C-5682) 2021 Amended and Restated Civic Auditorium Lease Agreement (C-5682) 2012 First Amendment to Lease Agreement
Packet Pg. 578 Attachment: Previous Staff Report - September 2, 2025, item 9.6(b) (9.6(a)--Consider Terminating Financial Assistance for Civic Auditorium and Ote,,;e0atOltiV:W

CI TY OF REDDMG
114)
e 777 CYPRESS AVENUE, REDDING, CA 96001
P.O. Box 496071. REDDING CA 96049- 6071

PAMELA MIZE, CITY CLERK

SHARLENE TIPTON, ASSISTANT CITY CLERK
530 225 4447
530 225 4463 FAX
December 21, 2021
Advance Redding, Inc.

Attn: Julie Dyar
700 Auditorium Drive
Redding, CA 96001
RE: Amended and Restated Civic Auditorium Lease Agreement, C- 5682 Dear Julie Dyar,
Enclosed please find the fully executed original of the above referenced Amended and Restated Civic Auditorium Lease Amendment by and between the City of Redding and Advance Redding, Inc. regarding the long term lease for the civic auditorium.

If you have any questions regarding this agreement, or if we can be of assistance, please contact the Office of the City Clerk at ( 530) 225- 4044.

Sincerely,
Amber DalPoggetto
Executive Assistant
Enclosure
cc: Barry Tippin
Barry DeWalt
Angie Ryan
Kim Niemer
Ellen Grannis
Casey S. Hale
Packet Pg. 579 Attachment: (C-5682) 2021 Amended and Restated Civic Auditorium Lease Agreement (9.6(a)--Consider Terminating Financial Assistance for

AMENDED AND RESTATED

CIVIC AUDITORIUM LEASE AGREEMENT
THIS AMENDED AND RESTATED CIVIC AUDITORIUM LEASE ("Agreement") fully amends, supersedes, and restates in its entirety the following as of January 1, 2022:

THE CONVENTION CENTER LEASE ( C- 5682) dated October 5, 2011 Original Lease", herein), by and between the CITY OF REDDING, a Municipal Corporation (" Landlord"), and ADVANCE REDDING, INC., (" Advance Redding", and/ or" Tenant"),
As amended by the First Amendment to Convention Center Lease dated August 21, 2012,
As amended by the Second Amendment to Convention Center Lease dated September 17, 2015,
As amended by the Third Amendment to Convention Center Lease dated May 4, 2017, and
As amended by the Fourth Amendment to Convention Center Lease dated September 9, 2021.

WHEREAS, the Redding Civic Auditorium (" Civic Auditorium"), formerly known as the Redding Convention Center, has historically served as an entertainment and meeting venue hosting various commercial and community events.

WHEREAS, Tenant desires to lease from the City of Redding certain real property located at 700 Auditorium Dr., Redding, CA 96001 (" Premises"), upon which Tenant may at Tenant' s sole discretion and for Tenant' s account, operate and maintain the Premises as a venue for hosting artistic, cultural, community, educational, performing arts, and similar events; conventions and trade shows; and regular ongoing use for educational or community purposes in accordance with Tenant' s requirements and on the conditions set forth herein (" Tenant' s Use).