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SECOND AMENDED AND RESTATED FEE AGREEMENT
This SECOND AMENDED AND RESTATED FEE AGREEMENT dated March 31, 2026 (as amended, modified or restated from time to time, this “Second Amended and Restated Fee Agreement”), is by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Bank”), the City of San Mateo Joint Powers Financing Authority (the “ Authority”) and the City of San Mateo (the “City”).
Reference is hereby made to that certain (i) Reimbursement Agreement dated as of February 1, 2009 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), and (ii) that certain Amended and Restated Fee Agreement dated March 20, 2018 (as amended, supplemented or otherwise modified from time to time , the “Original Fee Letter Agreement ”), by and among the Bank, Authority and City, each in connection with the issuance by the Bank of its letter of credit to support the Authority’s Var iable Rate Demand Lease Revenue Bonds (Public Safety Project) Series 2007A (the “Bonds”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
The purpose of this Second Amended and Restated Fee Agreement is to confirm the agreement among the Authority, the City and the Bank with respect to certain fees payable by the City to the Bank.
This Second Amended and Restated Fee Agreement is the Fee Agreement referenced in the Agreement, and the terms hereof are incorporated by reference into the Agreement.
ARTICLE I. FEES.
Section 1.1. Continuing Letter of Credit Fees. The City hereby agrees to pay to the Bank on April 1, 2026, for the period commencing on the date hereof and ending on March 31, 2026, and in arrears on the first Business Day of each April, July, October and January occurring thereafter to the Expiration Date, and on the Expiration Date, a non-refundable facility fee in an amount equal to the rate per annum corresponding to the Rating, as specified below (the “Continuing Fee Rate”), on the Stated Amount of the Letter of Credit (without regard to any reduction of the Stated Amount of the Letter of Credit subject to reinstatement) from time to time in effect (the “Continuing Fees”) for each day during each related period:
(i) For the period from and including January 2, 2026 to but excluding March 31, 2026 , the Continuing Fee Rate shall be determined in accordance with the pricing matrix set forth below:
LEVEL MOODY’S RATING S&P RATING
CONTINUING FEE
RATE
Level 1 Aa1 or above AA+ or above 0.45%
Level 2 Aa2 AA 0.50%
Level 3 Aa3 AA- 0.55%
Level 4 A1 A+ 0.65%
Level 5 A2 A 0.75%
Level 6 A3 A- 0.85%
Level 7 Baa1 BBB+ 1.10%
Level 8 Baa2 BBB 1.45%
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Level 9 Baa3 BBB- 1.95%
(ii) For the period from and including March 31, 2026 and at all times thereafter, the Continuing Fee Rate shall be determined in accordance with the pricing matrix set forth below:
LEVEL MOODY’S RATING S&P RATING
CONTINUING FEE
RATE
Level 1 Aa1 or above AA+ or above 0.75%
Level 2 Aa2 AA 0.80%
Level 3 Aa3 AA- 0.85%
Level 4 A1 A+ 0.95%
Level 5 A2 A 1.05%
Level 6 A3 A- 1.15%
Level 7 Baa1 BBB+ 1.40%
Level 8 Baa2 BBB 1.75%
Level 9 Baa3 BBB- 2.25%
The term “Rating” as used herein shall mean the long -term unenhanced debt rating assigned by Moody’s and S&P to general obligation debt of the City. In the event of a split rating (i.e., the Rating of one of the rating agencies is different than the Rating of the other rating agency), the Continuing Fee Rate shall be based upon the Level in which the lower Rating appears. Any change in the Continuing Fee Rate resulting from a change in a Rating shall be and become effective as of and on the date of the announcement of the change in such Rating. References to ratings levels 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, including, without limitation, an y recalibration or realignment of Rating in connection with the adoption of a “global” rating scale, the rating from the rating agency in question referred to above shall be deemed to refer to the rating category under the new rating system that most close ly approximates the applicable rating category as currently in effect. In the event that a Rating is suspended or withdrawn from any rating agency or falls below investment grade or upon the occurrence of and during the continuance of an Event of Default, the Continuing Fee Rate shall increase to the sum of the Continuing Fee Rate specified above for Level 9 of the applicable pricing matrix plus 1.00% per annum. The City may elect, for business reasons but not due to declining creditworthiness, to drop one of its ratings and only have one rating agency (either S&P or Moody’s) rate its long term, unenhanced general obligation debt. In such event, the withdrawal of the rating of the dropped rating agency shall not trigger the downgrade pricing described above or cause an Event of Default under the Reimbursement Agreement. The Continuing Fees shall be payable as set forth above, together with interest on the Continuing Fees from the date payment is due until payment in full at the Default Rate.
Section 1.2. Amendment Fee . The City hereby agrees to pay to the Bank on the date of any amendment, modification or supplement to the Agreement, the Letter of Credit or this Second Amended and Restated Fee Agreement or in connection with any amendment to any Related Document which requires a waiver from, or the consent of, the Bank, a non -refundable amendment fee in an amount equal 3 4933-8076-9684.6
to $2,500, plus out of pocket costs and expenses and the reasonable fees of any legal counsel retained by the Bank in connection therewith.
Section 1.3. Drawing Fee. The City will pay to the Bank a non -refundable drawing fee of $300 for each drawing under the Letter of Credit, payable on the date such drawing is made.
Section 1.4. No Termination Fee. The City may terminate or reduce the Letter of Credit without the payment of a termination or reduction fee in accordance with the terms and provisions of Section 2(e) of the Agreement and the Letter of Credit.
ARTICLE II. MISCELLANEOUS.
Section 2.1. Amendments. No amendment to this Second Amended and Restated Fee Agreement shall become effective without the prior written consent of the Authority, the City and the Bank.
Section 2.2. Counterparts. This Second Amended and Restated Fee Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Section 2.3. Severability. The invalidity or unenforceability of any one or more phrases, sentences, clauses or sections contained in this Second Amended and Restated Fee Agreement shall not affect the validity or enforceability of the remaining portions of this Second Amended and Restated Fee Agreement, or any part thereof.
Section 2.4. Governing Law . This Second Amended and Restated Fee Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.
Section 2.5. Amendment and Restatement . This Second Amended and Restated Fee Agreement shall become effective on the date hereof and shall supersede, amend and restate all provisions of the Original Fee Agreement as of such date. From and after the date hereof, all references made to the Original Fee Agreement in any instrument or document shall, without more, be deemed to refer to this Second Amended and Restated Fee Agreement. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Fee Agreement” referred to in the Agreement shall from and after the date hereof be deemed a reference to this Second Amended and Restated Fee Agreement. [SIGNATURE PAGE TO FOLLOW]