Hawkins Delafield & Wood LLP
Draft No. 2: 9/9/2026
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COMMERCIAL PAPER DEALER AGREEMENT
Dated as of October 1, 2026
Between the
CITY OF SAN JOSE FINANCING AUTHORITY
and
[CP DEALER]
CP Dealer
Relating to
CITY OF SAN JOSE FINANCING AUTHORITY
SUBORDINATE WASTEWATER REVENUE
COMMERCIAL PAPER NOTES
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
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COMMERCIAL PAPER DEALER AGREEMENT
This COMMERCIAL PAPER DEALER AGREEMENT, dated as of October 1, 2026 (this “Agreement”), between City of San José Financing Authority (the “Authority”) and [CP DEALER] (“[CP DEALER ABBREV]” or the “CP Dealer”).
For and in consideration of the mutual covenants made herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Background and Definitions. (a) The Authority has authorized and the City of San José (the “City”) has approved the issuance from time -to-time of the Authority’s Subordinate Wastewater Revenue Commercial Paper Notes (the “Commercial Paper Notes”). The Commercial Paper Notes may be issued in one or more series and as tax-exempt notes and federally taxable notes.
(b) The Authority has authorized and the City has approved the issuance of the Commercial Paper Notes pursuant to an Issuing and Paying Agent Agreement, dated as of October 1, 2026, as amended and supplemented from time to time (the “Issuing and Paying Agent Agreement”), between the Authority and U.S. Bank Trust Company, National Association, as issuing and paying agent (the “Issuing and Paying Agent”). (c) The Issuing and Paying Agent Agreement provides for the appointment of one or more Dealers (as such term is defined in the Issuing and Paying Agent Agreement ) to perform certain duties, including the offering and sale from time -to-time of the Commercial Paper Notes on behalf of the Authority.
(d) [CP DEALER ABBREV] has agreed to accept the duties and responsibilities of a Dealer with respect to the Commercial Paper Notes under the Issuing and Paying Agent Agreement and this Agreement.
(e) All references herein to a “Bank” or a “ Letter of Credit” shall have the meanings ascribed thereto in the Issuing and Paying Agent Agreement and shall be deemed to include successors or assigns of the applicable Bank or an Alternate Letter of Credit. All references herein to the “Bank,” the “Letter of Credit” or the “Reimbursement Agreement,” as the context requires, shall be deemed to refer to the applicable Bank, the applicable Letter of Credit or the applicable Reimbursement Agreement, as such terms are defined in the Issuing and Paying Agent Agreement for the applicable series of the Commercial Paper Notes. (f) Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Issuing and Paying Agent Agreement.
Section 2. Appointment of CP Dealer . Subject to the terms and conditions contained herein, the Authority hereby appoints [CP DEALER ABBREV] as a non- exclusive dealer for the Commercial Paper Notes, and [CP DEALER ABBREV] hereby accepts such appointment. [CP DEALER ABBREV] acknowledges that the Authority has also appointed [_________] and [_________] to serve as non-exclusive dealers of the Commercial Paper Notes with [CP DEALER ABBREV], and the Authority may from time to time appoint other Dealers for the Commercial
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
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Paper Notes (collectively, the “CP Dealer Pool”). [CP DEALER ABBREV] hereby further agrees that, with respect to each offering and sale of the Commercial Paper Notes (i.e. a transaction) from time to time, the Authority will, in its sole and absolute discretion, select one or more Dealers from the CP Dealer Pool to perform the duties of a Dealer with respect to such offering and sale. From time to time, in the event the Authority allocates Commercial Paper Notes to [CP DEALER ABBREV] with respect to a trans action of Commercial Paper Notes, the Authority will so notify [CP DEALER ABBREV] at least one (1) Business Day prior to the date of the applicable transaction.
Section 3. Responsibilities of CP Dealer . (a) Subject to the terms and conditions set forth in this Agreement, [CP DEALER ABBREV] agrees to perform the duties of a Dealer under the Issuing and Paying Agent Agreement and of the CP Dealer as set forth in this Agreement. It is understood that in undertaking to perform such duties, and in the performance thereof, it is the intention of the parties that the CP Dealer will act solely as an agent and not as a principal, except as expressly provided in this Agreement. For each transaction for which [CP DEALER ABBREV] is selected to serve as Dealer, the CP Dealer shall use its best efforts to solicit and arrange sales of the Commercial Paper Notes that are allocated to CP Dealer on behalf of the Authority at such rates and maturities as may prevail from time to time in the market. The CP Dealer and the Authority agree that any Commercial Paper Notes which the CP Dealer may sell or which, in the CP Dealer’s sole discretion, it may elect to purchase, will be purchased or sold on the terms and conditions and in the manner provided in the Issuing and Paying Agent Agreement and this Agreement. Anything herein to the contrary notwithstanding, to the extent of any conflict between the provisions hereof and of the Issuing and Paying Agent Agreement, the provisions of the Issuing and Paying Agent Agreement shall be controlling.
(b) Notwithstanding anything to the contrary contained herein, the CP Dealer:
(i) will suspend its efforts with respect to the offer or sale of the Commercial Paper Notes on behalf of the Authority upon the receipt of notice of the occurrence of an event of default under the Issuing and Paying Agent Agreement, the applicable Letter of Credit or the applicable Reimbursement Agreement; and
(ii) may, in its sole discretion, suspend its efforts with respect to the offer or sale of the Commercial Paper Notes on behalf of the Authority immediately upon the occurrence of any of the following events, which suspension will continue so long as, in the CP Dealer’s reasonable judgment, such event continues to exist as to the Commercial Paper Notes:
(1) suspension or material limitation in trading in securities generally on the New York Stock Exchange;
(2) a general moratorium on commercial banking activities in New York is declared by either federal or New York State authorities; (3) the engagement by the United States in hostilities if the effect of such engagement, in the CP Dealer’s reasonable judgment, makes it impractical or
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
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inadvisable to proceed with the solicitation of offers to purchase the Commercial Paper Notes;
(4) legislation shall be introduced by committee, by amendment or otherwise, in, or be enacted by, the House of Representatives or the Senate of the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the United States Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed, to the effect that the offering or sale o f obligations of the general character of the Commercial Paper Notes, as contemplated hereby, is or would be in violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”) as then in effect, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as then in effect, or with the purpose or effect of otherwise prohibiting the offering or sale of obligations of the general character of the Commercial Paper Notes, or the Commercial Paper Notes themselves, as contemplated hereby; (5) any event shall occur or information shall become known, which, in the CP Dealer’s reasonable opinion, makes untrue, incorrect or misleading in any material respect any statement or information contained in any disclosure documents used by the CP Dealer in connection with the performance of its duties hereunder, whether provided pursuant to Section 8 hereof or otherwise, or causes such documents to contain an untrue, incorrect or misleading statement of a material fact or to omit to state a material fact re quired to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading;
(6) any governmental authority shall impose, as to the Commercial Paper Notes, or obligations of the general character of the Commercial Paper Notes, any material restrictions regarding the ownership or transfer of the Commercial Paper Notes not now in force, or increase materially those now in force; (7) any of the representations and warranties of the Authority made hereunder shall not have been materially true and correct on the date made; (8) the Authority fails to observe any of the covenants or agreements made herein and such failure continues for a period of not to exceed thirty days from the time the CP Dealer notifies the Authority of such failure; (9) any of the rating agencies then rating the Commercial Paper Notes or the applicable Bank shall either (i) downgrade the ratings assigned to either the Commercial Paper Notes or the applicable Bank so that such Commercial Paper Notes are not “Eligible Securities” as defined under Rule 2a- 7 of the Investment Company Act of 1940, as amended or (ii) suspend or withdraw the then current ratings assigned to either the Commercial Paper Notes or the applicable Bank and, in each case, which in the CP Dealer’s reasonable judgment makes it impractical to
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
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market the Commercial Paper Notes or to enforce contracts for the sale of the Commercial Paper Notes;
(10) an actual or imminent default or a moratorium in respect of payment of any U.S. Treasury bills, bonds or notes the effect of which in the CP Dealer’s reasonable judgment makes it impractical to market the Commercial Paper Notes or to enforce contracts for the sale of the Commercial Paper Notes; or (11) the occurrence of a major financial crisis, a material disruption in commercial banking or securities settlement, clearance or payment services, or a material disruption or deterioration in the fixed income or municipal securities market.
Section 4. Transactions in Commercial Paper Notes . (a) All transactions in Commercial Paper Notes between the CP Dealer and the Authority shall be in accordance with the Issuing and Paying Agent Agreement, this Agreement, the applicable Reimbursement Agreement and the applicable Letter of Credit and with the customs and practices in the commercial paper market regarding settlement and delivery formally adopted in writing from time to time by the New York Clearinghouse, to the extent not inconsistent with the Issuing and Paying Agent Agreement. As early as possible, but not later than 12:30 p.m. (New York City time) on the day on which any Commercial Paper Notes are to be issued with respect to which [CP DEALER ABBREV] has been selected by the Authority to serve as a Dealer, the CP Dealer shall notify the Authority, the City and the Issuing and Paying Agent of the proposed final maturities, prices and interest rates or yields, CUSIP number, whether taxable or tax-exempt, whether interest bearing or sold at a discount, and whether sold at a publi c or private sale, upon which terms the CP Dealer will purchase or cause the purchase of the Commercial Paper Notes that are allocated to the CP Dealer by the Authority, and provide the Authority and the City with any other information as required for delivery of such Commercial Paper Notes. Except as described below, the CP Dealer shall not be obligated to purchase or cause the purchase of any Commercial Paper Notes unless and until agreement has been reached in each case on the foregoing points and the CP Dealer has agreed to such purchase. Not later than 1:00 p.m. (New York City time) on the date of each transaction the CP Dealer shall either (a) confirm each transaction made with or arranged by it or (b) notify the Authority, the City and the Issuing and Paying Agent of the difference, if any, between the amount of maturing Commercial Paper Notes and the amount of Commercial Paper Notes which the CP Dealer has arranged to sell or has agreed to purchase. Such confirmation or notification shall be given by telephone (or by other telecommunications medium acceptable to the Authority and the City) and in writing to the Authority and the Issuing and Paying Agent. (b) If the CP Dealer is unable to find purchasers for the Commercial Paper Notes allocated to it and the Authority does not reallocate such Commercial Paper Notes to another Dealer, at its discretion the CP Dealer may purchase such Commercial Paper Notes for i ts own account, with the principal amount of Commercial Paper Notes to be purchased, the interest rate or yield applicable thereto and the maturity thereof determined by negotiation and agreement between the CP Dealer and the Authority. The CP Dealer shall not be obligated to purchase any Commercial Paper Notes unless and until agreement has been reached in each case on the foregoing terms.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
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Section 5. Payment for Commercial Paper Notes. The CP Dealer shall pay the Issuing and Paying Agent for the Commercial Paper Notes sold by the CP Dealer (or purchased by the CP Dealer for its own account) in immediately available funds by 2:15 p.m. (New York City time) on the Business Day such Commercial Paper Notes are delivered to the CP Dealer (provided that such Commercial Paper Notes are to be delivered to the CP Dealer by no later than 3:00 p.m. (New York City time) on such Business Day). Except as provided in the Issuing and Paying Agent Agreement with respect to Taxable Notes, which may be sold at a discount, all Commercial Paper Notes will be sold at par, and all Commercial Paper Notes will be evidenced either by (i) one or more global notes immobilized with The Depository Trust Company, New York, New York or (ii) will be executed in the manner provided for in the Issuing and Paying Agent Agreement.
Section 6. Authorized Representative. Commercial Paper Note transactions with the Authority, pursuant to Sections 2 and 4 hereof, shall be with any one of the officers or employees of the Authority who are designated as an Authorized Representative by certificate signed by the Executive Director or the Treasurer of the Authority, in substantially the form appended hereto as Appendix A, and supersedes any and all prior designations of Authorized Representative s. The Authority agrees to provide the CP Dealer with revised written designations in substantially the form of Appendix A when and as required by changes in the Authorized Representatives. The CP Dealer may rely upon such designation unless and until otherwise notified in writing by the Authority.
Section 7. Resignation and Removal of CP Dealer . The CP Dealer may at any time resign and be discharged of its duties and obligations hereunder upon providing the Authority and the Issuing and Paying Agent and the Banks with not less than sixty (60) days’ prior written notice.
The CP Dealer may be removed at any time, at the direction of the Authority upon not less than two (2) days’ prior written notice to the CP Dealer, the Issuing and Paying Agent and the Banks.
Upon removal or resignation of the CP Dealer, the Authority shall promptly cause the Issuing and Paying Agent to give notice thereof by mail to all Holders of the Commercial Paper Notes and to any rating agency which has assigned a rating to the Commercial Paper Notes. The CP Dealer shall assign and deliver this Agreement to its successor if requested by the Authority.
Section 8. Furnishing of Disclosure Materials.
(a) The Authority agrees to furnish the CP Dealer with such information with respect to the Authority, the City and the Commercial Paper Notes as the CP Dealer shall reasonably request from time to time.
(b) The Authority agrees to cooperate with the CP Dealer in the preparation from time to time of offering memorandum for the Commercial Paper Notes and amendments or supplements thereto (collectively, the “Offering Memorandum”) or a new offering memorandum for any of the Commercial Paper Notes in the event the CP Dealer reasonably determines that the preparation and distribution of such Offering Memorandum is necessary or desirable in connection with offering and sale on behalf of the Authority of such Commercial Paper Notes, and to furnish or to cause to be furnished to the CP Dealer as many copies of such new Offering Memorandum as the CP Dealer shall reasonably request.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
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(c) It is expressly understood and agreed by the Authority and the CP Dealer that, after the initial issuance of the Commercial Paper Notes after the date of this Agreement, except as to the Authority, the Authority will not undertake to determine or to inform any person (including the CP Dealer) whether or not the Offering Memorandum omits to state any fact necessary to make the Offering Memorandum not misleading. The Authority shall have no obligation to provide any ongoing information to the CP Dealer regarding corrections to the Offering Memorandum other than as expressly provided herein with respect to the Authority.
Section 9. Fees and Expenses. For the CP Dealer’s services under this Agreement, the Authority will pay the CP Dealer a fee of [____] basis points ([____]%) per annum of the weighted average of the principal amount of Commercial Paper Notes sold by the CP Dealer that is outstanding during each three-month period, computed on the basis of a 365 or 366 day year. The Authority will pay the fee quarterly in arrears commencing [October 31], 2026, and each October 31, January 31, April 30 and July 31 thereafter. The CP Dealer shall submit invoices to the Authority and the City for each such quarterly fee at least ten (10) Business Days prior to each quarterly payment date. The Authority also agrees to pay the reasonable out -of-pocket expenses of the CP Dealer, incurred in connection with the performance of its obligations hereunder.
Section 10. Representations and Warranties of the Authority . The Authority, by its acceptance hereof, represents, warrants, covenants, and agrees with the CP Dealer that:
(a) It is a joint exercise of powers authority organized and existing under the laws of the State of California.
(b) The Commercial Paper Notes have been duly authorized and, when issued and delivered as provided in the Issuing and Paying Agent Agreement and paid for, will be duly and validly issued and delivered and will constitute legal, valid and binding obligations of the Authority in accordance with their terms.
(c) It has full power and authority to take all actions required or permitted to be taken by the Authority by or under, and to perform and observe the covenants and agreements on its part contained in, this Agreement, the Issuing and Paying Agent Agreement , the Reimbursement Agreement, and any other instrument or agreement relating thereto to which the Authority is a party (the “Financing Documents”).
(d) The Financing Documents have been duly authorized, executed and delivered by the Authority and constitute legal, valid and binding obligations of the Authority, enforceable against the Authority in accordance with their terms, except to the extent enforcea bility may be limited by the Authority’s bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally, and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) There are no consents, authorizations or approvals of, or filings with, any Federal or state government authority (other than the Authority and the City) required in connection with the issuance or sale by the Authority of the Commercial Paper Notes or the performance of its obligations thereunder except as may be required by state securities laws and those which have already been obtained or made.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
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(f) To the knowledge of the person executing this Agreement on behalf of the Authority, after reasonable due inquiry, the execution, delivery and performance by the Authority of the Commercial Paper Notes and the Financing Documents will not result in a breach or violation of, conflict with, or constitute a default under any law, regulation, order, judgment, agreement or instrument to which the Authority is a party or by which the Authority or any of its property is bound.
(g) The Authority hereby represents and warrants that the information relating to the Authority contained in the Offering Memorandum (including any exhibits and appendices thereto), as of its date did not contain, and on each date Commercial Paper Notes are is sued and delivered after the date of this Agreement does not contain, any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. (h) Each delivery of Commercial Paper Notes to the CP Dealer shall be deemed a representation and warranty by the Authority, as of the date thereof, that the representations and warranties of the Authority set forth in paragraphs ( a) through (g) of this Section 10 are true and correct as if made on such date.
Section 11. Covenants and Agreements of the Authority. (a) The Authority will provide [CP DEALER ABBREV] at its address set forth below, as promptly as available, the complete Annual Comprehensive Financial Report of the City, certified as to the fairness of presentation and conformity with generally accepted acco unting principles by a recognized firm of independent certified public accountants. (b) The Authority will promptly notify the CP Dealer of any fact or circumstance which may constitute, or with the passage of time will constitute, an event of default under the Commercial Paper Notes, the Issuing and Paying Agent Agreement , a Letter of Credit or a Reimbursement Agreement.
(c) The Authority will notify the CP Dealer in the event that the Treasurer has received actual notice that opinions from Note Counsel delivered in connection with the initial issuance of the Commercial Paper Notes have been withdrawn, adversely modified or retracted. (d) The Authority will take all action within its control necessary to maintain the exclusion of interest on the Tax-Exempt Notes from the gross income of the Holders thereof for federal income tax purposes.
(e) The Authority will notify the CP Dealer of the replacement or substitution of any Letter of Credit in accordance with Section 5.08 of the Issuing and Paying Agent Agreement.
Section 12. Conditions Precedent . At or promptly following the execution of this Agreement and as a condition precedent to any obligations of the CP Dealer hereunder, the Authority shall furnish to the CP Dealer the following documents, in form and substance satisfactory to the CP Dealer:
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
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(1) Certified or executed copies, as applicable, of the Issuing and Paying Agent Agreement, the Installment Purchase Contract and documents authorizing the execution and delivery of this Agreement;
(2) A reliance letter on the opinion of Note Counsel to the Authority substantially in the form attached as Appendix A to the Offering Memorandum for the Commercial Paper Notes; and
(3) All other pertinent legal documents supporting this transaction including such documents, certifications and opinions as the CP Dealer shall have reasonably requested.
Section 13. Term of Agreement . This Agreement shall become effective on the date hereof and shall continue in full force and effect until the cessation of the Commercial Paper Notes program, subject to the right of suspension, termination, resignation and removal as provided herein.
Section 14. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California. THE PARTIES AGREE THAT VENUE
SHALL BE EXCLUSIVELY VESTED IN THE STATE COURTS OF THE COUNTY OF
SANTA CLARA, OR IF FEDERAL JURISDICTION IS APPROPRIATE, EXCLUSIVELY IN
THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA, LOCATED IN SAN JOSE, CALIFORNIA.
Section 15. Dealing in Commercial Paper Notes by the CP Dealer; No Obligation to Purchase Commercial Paper Notes.
(a) The CP Dealer, in its individual capacity, may in good faith buy, sell, own, hold and deal in any of the Commercial Paper Notes, including, without limitation, any Commercial Paper Notes offered and sold by the CP Dealer pursuant to this Agreement, and may join in any action which any Holder may be entitled to take with like effect as if it did not act in any capacity hereunder. The CP Dealer, in its individual capacity, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Authority and may act as depositary, account party, or agent for any committee or body of owners of the Commercial Paper Notes or other obligations of the Authority as freely as if it did not act in any capacity hereunder. (b) Nothing in this Agreement shall be deemed to constitute the CP Dealer an underwriter of the Commercial Paper Notes or to obligate the CP Dealer to purchase any Commercial Paper Notes for its own account at any time.
Section 16. Assignment. This Agreement may not be assigned by the CP Dealer without the prior written consent of Authority, which consent the Authority may grant or withhold in its sole and absolute discretion. Any attempted assignment by the CP Dealer without the prior written consent of the Authority shall be void.
Section 17. Miscellaneous. (a) Except as otherwise specifically provided in this Agreement, all notices, demands and formal actions under this Agreement shall be in writing and
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
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either (i) hand -delivered, (ii) sent by electronic means, or (iii) mailed by registered or certified mail, return receipt requested, postage prepaid, to:
The CP Dealer:
[CP DEALER].
[ADDRESS]
Email: [___________]
With a copy to:
[ENTITY]
[ADDRESS]
Email: [___________]
The Authority:
City of San José Financing Authority
c/o Finance Department – Debt Management
200 East Santa Clara Street, 13th Floor
San José, California 95113-1905
Email : [email protected]
The Issuing and Paying Agent:
U.S. Bank Trust Company, National Association
[ADDRESS]
Attention: [Name]
The Banks:
To their addresses as indicated in their respective Reimbursement Agreement(s).
Each party hereto may, by notice given under this Agreement to the other parties described above, designate other addresses to which subsequent notices, requests, reports or other communications shall be directed.
(b) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. The terms “successors” and “assigns” shall not include any purchaser of any of the Commercial Paper Notes merely because of such purchase. Except as provided in (c) below, neither the Banks nor any owner of the Commercial Paper Notes or other third party shall have any rights or privileges hereunder. (c) The Banks are third party beneficiaries of this Agreement only for the purpose of enforcing the rights and obligations of the CP Dealer and the Authority pursuant to Sections 3, 4, 5 and 7 of this Agreement.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
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(d) All of the representations and warranties of the Authority and the CP Dealer in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of the CP Dealer or the Authority, (ii) the offering and sale of and any payment for any Commercial Paper Notes hereunder, or (iii) suspension, termination or cancellation of this Agreement.
(e) This Agreement and each provision hereof may be amended, changed, waived, discharged or terminated only by an instrument in writing signed by the parties hereto. If such an amendment, change, waiver discharging or termination affects the Banks, the prior written consent of the Banks will be required.
(f) Nothing herein shall be construed to make any party an employee of the other or to establish any fiduciary relationship between the parties except as expressly provided herein. (g) If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever.
(h) This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. [Signature Page Follows]
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
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IN WITNESS WHEREOF, the parties hereto have executed this Commercial Paper Dealer Agreement as of the date first above written.
CITY OF SAN JOSE FINANCING
AUTHORITY
By:
Maria Öberg
Treasurer
APPROVED AS TO FORM:
Susana Alcala Wood, City Attorney
By:
Rosa Tsongtaatarii
Chief Deputy City Attorney
[CP DEALER],
as CP Dealer
By:
Name:
Title:
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
A
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APPENDIX A
CERTIFICATE OF AUTHORIZED REPRESENTATIVE
I am the _____________________ of the City of San José Financing Authority (the “Authority”) duly authorized pursuant to the Issuing and Paying Agent Agreement , dated as of October 1, 2026, by and between the Authority and U.S. Bank Trust Company, National Association, as amended and supplemented from time to time, to appoint Authorized Representatives of the Authority in connection with the issuance, from time to time, by the Authority of its Subordinate Wastewater Revenue Commercial Paper Notes (the “Commercial Paper Notes”) in accordance with the Issuing and Paying Agent Agreement. I hereby designate the following persons to act on my behalf in accordance with the Issuing and Paying Agent Agreement and specimen signatures of such persons are set forth beside their names.
Designated Persons Specimen Signature
___________________________ ___________________________ ___________________________ ___________________________ E
xecuted this ____ day of ___________, 20__.
________________________
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.