Agenda, joint meeting — Sanger City Council, February 17, 2022 (part 1 of 2)

ANY WRITINGS OR DOCUMENTS PROVIDED TO A MAJORITY OF THE CITY COUNCIL LESS THAN 72 HOURS PRIOR TO A

REGULAR MEETING REGARDING ANY ITEM ON THIS AGENDA WILL BE MADE AVAILABLE FOR PUBLIC INSPECTION, DURING NORMAL BUSINESS HOURS, AT THE CITY CLERK’S OFFICE & CITY HALL LOBBY LOCATED AT 1700 7TH STREET AND SANGER LIBRARY 1812 7TH STREET, SANGER, CA 93657. THE DOCUMENTS ARE ALSO AVAILABLE ON THE CITY’S WEBSITE, WWW.CI.SANGER.CA.US.

AGENDA

JOINT MEETING OF THE SANGER CITY COUNCIL AND

SANGER FINANCING AUTHORITY
THURSDAY, FEBRUARY 17, 2022
6:00 P.M.

COUNCIL CHAMBER
1700 7th Street, Sanger, California 93657
Prior to action by the Council on any item on this agenda, the public may comment on that item.

A. CALL TO ORDER
B. OPENING CEREMONIES
Invocation
Flag Salute
Roll Call
C. AGENDA APPROVAL, ADDITIONS AND/OR DELETIONS
D. PRESENTATIONS

1. Chamber of Commerce Quarterly Report.

AVAILABLE FOR REVIEW 72 HOURS

PRIOR TO THE CITY COUNCIL MEETING
AT THE SANGER LIBRARY, CITY CLERK’S

OFFICE AND THE SANGER CITY HALL
LOBBY.

The Council Chamber will be open to the public.

This meeting will also be available for public viewing and participation through Zoom.

Weblink: https://us02web.zoom.us/j/83431386702
Telephone number: 1-669-900-9128
Meeting ID: 834 3138 6702
Public comment will be accepted in person, via Zoom, and by email at [email protected]. 1 City Council Agenda
February 17, 2022

Page 2 ends

E. PUBLIC FORUM
(This portion of the meeting is reserved for persons desiring to address the Council on any matter not otherwise on the agenda and within the jurisdiction of the City Council.

Speakers shall address all comments to the Mayor and the Council as a body and not to any particular Councilmember or member of the staff. Speakers should limit their comments to three (3) minutes.)
F. CONSENT CALENDAR
(Matters listed under the consent calendar are considered routine and will be enacted by one motion and one vote. There will be no separate discussion of these items. If discussion is desired, a member of the audience or a Councilmember may request an item be removed from the Consent Calendar and it will be considered separately.)

1. SUBJECT: Minutes of the Special Meeting and Regular Meeting held on December 16, 2021.

RECOMMENDATION: That the City Council approve the minutes.

2. SUBJECT: Warrants including Check Nos. 85914 through 86050.

RECOMMENDATION: This is not an action item.

3. SUBJECT: Payroll including Direct Deposit Nos. 55863 through 56081; Payroll Check Nos. 58289 through 58322; and Benefit Check Nos. 1752 through 1759.

RECOMMENDATION: That the City Council approve.

4. SUBJECT: Police Department Monthly Report.

RECOMMENDATION: Informational item.

5. SUBJECT: Fire Department Monthly Report.

RECOMMENDATION: Informational item.

6. SUBJECT: Remote City Council Meetings Under New Brown Act Requirements (AB 361).

RECOMMENDATION: If Council wishes to Continue with Remote Teleconference Meetings, Council needs to adopt attached Resolution No. 2022-10 Reauthorizing Remote Teleconference Public Meetings by the City Council and All Boards, Commissions, and Standing Committees of the City in Accordance with Assembly Bill 361.

7. SUBJECT: Out of State Travel Request.

RECOMMENDATION: That the City Council approve the out of state travel and training for the Fire Department Administrative Secretary to attend the National Conference on Ambulance Revenue Cycle, Management and Compliance in Las Vegas, Nevada from March 8 – 10, 2022.
2 City Council Agenda
February 17, 2022

Page 3 ends

8. SUBJECT: Final Acceptance for Road Reconstruction Project.

RECOMMENDATION: That the City Council: 1) Accept the work for the Reconstruction of K Street from 5th to 10th Streets, 8th Street from Faller Avenue to L Street, and Lyon Avenue from Webster Avenue to 9th Street in the amount of $1,222,590.03; and 2) Authorize recordation of the Notice of Completion with the Fresno County Recorder; and 3) Authorize payment of the 5% retention in the amount of $61,129.50 to AJ Excavation, Inc., upon expiration of the 35-day lien period.

9. SUBJECT: Final Acceptance – Bethel Avenue Sidewalk and Bicycle Lanes Project.

RECOMMENDATION: That the City Council: 1) Accept the work for the Bethel Avenue Sidewalk and Bicycle Lanes project in the amount of $878,430.33; and 2) Authorize recordation of the Notice of Completion with the Fresno County Recorder; and 3) Authorize payment of the 5% retention in the amount of $43,921.52 to Avison Construction, Inc. upon expiration of the 35-day lien period.

10. SUBJECT: Acceptance of Patrick Leahy Bulletproof Vest Partnership Grant.

RECOMMENDATION: That the City Council accept the Patrick Leahy Bulletproof Vest Partnership Grant in the amount of $5,953.00 and adopt Resolution No. 2022-11 approving a FY 2021/22 budget amendment for acceptance of the grant.

11. SUBJECT: State Water Resource Control Board – California Water and Wastewater Arrearage Payment Program.

RECOMMENDATION: That the City Council approve Resolution No. 2022- 12 approving a budget adjustment to the FY 2021/22 budget to record the receipt and appropriation of $136,063.82 from the State Water Resource Control Board for the California Water and Wastewater Arrearage Payment Program.

G. DEPARTMENT REPORTS

Recess and Convene in Joint Session Sanger Financing Authority

1. SUBJECT: Issuance of Sanger Financing Authority Lease Revenue Refunding Bonds.

RECOMMENDATION: That the City Council approve Resolution No. 2022- 13 of the City Council of the City of Sanger authorizing the execution and delivery by the City of a Ground, Lease Agreement, Indenture and Term Sheet in connection with the issuance of Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A, approving the issuance of such bonds in an aggregate principal amount of not to exceed $1,500,000, and authorizing the execution of necessary documents and certificated and relation actions in connection with the issuance of 2022 Lease Revenue Refunding Bonds by the Sanger Financing Authority in accordance with Council’s direction during the January 20, 2022 City Council meeting.
3 City Council Agenda
February 17, 2022

Page 4 ends

Recess and Convene as Sanger Financing Authority

2. SUBJECT: Issuance of Sanger Financing Authority Lease Revenue Refunding Bonds.

RECOMMENDATION: That the Financing Authority approve Resolution No. 22-01 of the Board of Directors of the Sanger Financing Authority, Sanger, California, authorizing the execution and delivery by the Authority of a Ground Lease, Lease Agreement, an Indenture, an Assignment Agreement, an Escrow Agreement and a Term Sheet in connection with the issuance of Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A, authorizing the issuance of such bonds in an aggregate principal amount of not to exceed $1,500,000, and authorizing the execution of necessary documents and certificates and related actions in connection with the issuance of 2022 Lease Revenue Refunding Bonds in accordance with Council’s direction approved during the January 20, 2022 City Council meeting.

Adjourn Joint Session and Resume City Council Meeting

3. SUBJECT: Small Business Grant Program – Round Four.

RECOMMENDATION: That the City Council adopt Resolution No. 2022-14 approving Round Four of the Small Business Grant Program to distribute approximately $275,000 in remaining funds and approving Guidelines and Criteria.

H. CITY MANAGER/STAFF COMMUNICATION

1. COVID-19 Update – informational only.

I. MATTERS INITIATED BY CITY COUNCIL MEMBERS
(This portion of the meeting is reserved for Council Members to initiate new matters and to request updates and/or status on existing matters. Under this section, the Council may also take action on any items specifically agendized.)

1. Governor’s Reward Program.

J. ADJOURNMENT

In compliance with the Americans with Disabilities Act, if you need special assistance to participate at this meeting, please contact the City Clerk’s Office at 559/876-6300 Ext 1350. Notification of 48 hours prior to the meeting will enable the City Clerk to make reasonable arrangements to ensure accessibility to this meeting (28 CFR 35.102.35.104 ADA Title II).

I certify under the penalty of perjury, under the laws of the State of California that the foregoing agenda was posted in accordance with the applicable legal requirements. Dated this 11th day of February 2022.

Rebeca P. Ramirez, City Clerk
4 ANGER
-,'.L" .
r-l

MINUTES OF A SPECIAL MEETING OF THE SANGER CITY COUNCIL THURSDAY, DECEMBER 16, 2O2I
5:00 PM

COLINCIL CHAMBER
1700 7rH Street
Sanger, California 93657
A. CALL TO ORDER
The City Council called their Special Meeting to order at 5:03 PM B. ROLL CALL

Present: Mayor Eli Ontiveros, Councilmember Humberto Garza, Councilmember Michael Montelongo

Absent: Mayor Pro Tem Daniel Martinez, Councilmember Esmeralda Hurtado C. AGENDAAPPROVAL
The Council by motion of Councilmember Montelongo approved the agenda as presented. The motion was seconded by Councilmember Garza and approved by the following vote:

AYES: ONTIVEROS, GARZA, MONTELONGO
NOES: NONE
ABSTAIN: NONE
ABSENT: MARTINEZ, HURTADO
D. PUBLIC FORUM
Vincent Wall asked when a previously pulled Closed Session agenda item was coming back to Council.

E. CLOSED SESSION
The Council adjourned to Closed Session at 5:06 PM.

Mayor Pro Tem Martinezand Councilmember Hurtado arrived at approximately 5:10 PM and joined the Closed Session.

1. Pursuant to Government Code Section 54957.6

CONFERENCE WITH LABOR NEGOTIATORS
a. Agency designated representatives: Mayor, Mayor Pro Tem Unrepresentedemployee: CityManager
5 City Council Special Meeting Minutes
December 16, 2021

Page 2 ends

F
b. Agency designated representatives: City Manager, City Clerk/Deputy Personnel Officer, Fire Chief
Employee Organizations: SangerFirefightersAssociation,SangerMiddle Management Organization, Sanger General Employees Organization The Council reconvened their Special Meeting at 6:03 PM.

REPORT FROM
City Attorney Hilda Cantri Montoy announced that with respect to Closed Session Agenda Item

1.a. regarding the City Manager's Employment Agreement, longevity pay will be added to the Agreement during open session and delineated in the Employment Agreement.

G. ADJOURNMENT
Being no further business, the Council adjourned their Special Meeting at 6:04 PM.

Rebeca P. Ramirez, City Clerk
6 MINUTES OF THE REGULAR MEETING OF THE SANGER CITY COUNCIL THURSDAY, DECEMBER 16, 2021
6:00 P.M.

COI-INCIL CHAMBER
n00 7th Street, Sanger, California 93657
A. CALL TO ORDER
The City Council called their meeting to order at 6:04 PM.

B. OPENING CEREMONIES
The invocation was offered by Pastor Paul Canaday.

The flag salute was led by Mayor Eli Ontiveros.

A moment of silence was held in memoriam to the death of Mr. Tom Nicholson's wife.

Roll Call

Present:

C ONS AND/OR DELETI
The Council by motion of Councilmember Montelongo, deleted Agenda Item D-2, and approved the agenda as amended. The motion was seconded by Councilmember Garzaand approved by the following vote:

Absent
AYES:

NOES:

ABSTAN:

ABSENT:

Mayor Eli Ontiveros, Mayor Pro Tem Daniel Martinez, Councilmember Humberto Garza, Councilmember Esmeralda Hurtado, Councilmember Michael Montelongo None

ONTIVEROS, MARTINEZ, GARZA, HURTADO, MONTELONGO
NONE
NONE
NONE
D. CEREMONIAL MATTERS
The City Manager introduced newly appointed Interim Administrative Services Director Danyl Smith.
1 2. Recognition of Nate Cantu. DELETED
7 F
City Council Regular Meeting Minutes
December 16, 2021

Page 2 ends

E. PRESENTATIONS

1. Measure S Grantee Reports.
a. Dr. Jerry Yaladezpresented SAM Academy's Measure S grantee report. b. Diane Carbray presented the Boys & Girls Club's Measure S grantee report.

PUBLIC FORUM
Kevin Carter said the Council needs to set a better example as leaders with respect to the current COVID-19 pandemic situation. Mr. Carter suggested the Council consider hiring a grant writer.

Vincent Wall said having five districts in the City makes sense and the core downtown area needs it's own councilmember representative. Mr. Wall suggested hiring a grant writing firm.

G. CONSENT CALENDAR
The Council by motion of Councilmember Montelongo approved the following items on the Consent Calendar:

1. SUBJECT: REVIEWED - Warrants including Check Nos. 85538 through 8564r.

SUBJECT: APPROVED - Payroll including Direct Deposit Nos. 55301 through 55635; Payroll Check Nos. 58206 through 58253; and Benefit Check Nos. 1732 through 1743.
2 J
4 5
SUBJECT:

SUBJECT:

INFORMATIONAL ITEM - Police Department Monthly Report.

INFORMATIONAL ITEM - Fire Department Monthly Report.

SUBJECT: APPROVED - Remote City Council Meetings underNew Brown Act Requirements (,4.836 I ).

The Council adopted Resolution No. 2021-72 reauthorizing remote teleconference public meetings by the City Council and all Boards, Commissions, and Standing Committees of the City in accordance with Assembly Bill 361.

The motion was seconded by Councilmember Garza and approved by the following vote:

AYES: ONTIVEROS, MARTINEZ, GARZA, HURTADO, MONTELONGO
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
8 City Council Regular Meeting Minutes
December 16, 2021

Page 2 ends

H
AYES:

NOES:

ABSTAIN:

ABSENT:

DEPARTMENT REPORTS

1. SUBJECT: 202IQl Quarterly Allocation to Grant Recipients.

Public comment:

Jerry Valadez, CEO of SAM Academy and recipient of many Measure S grants, said he appreciates the grants provided by the City and asked the Council to override the recommendation from the Citizen's Oversight Committee to not award the grant to SAM Academy and to continue the funding.

Vincent Wall said he agrees that the Council should continue to support SAM Academy.

An unidentihed participant said they were chocked that no recommendation was made for funding SAM Academy.

An unidentihed participant said they hope Council will fund SAM Academy because it is a worthy cause.

Leonard Carrillo, Board Member of Sam Academy, said he has seen the program in action and does not understand why the Citizen's Oversight Committee did not recommend funding.

The Council by motion of Mayor Ontiveros, authorized the2022Ql quarterly allocation of Measure S grant funding to SAM Academy in the amount of $19,000, and to the Boys and Girls Club in the amount of $18,500. The motion was seconded by Councilmember Garza and approved by the following vote:

ONTIVEROS, MARTINEZ, GARZA, HURTADO, MONTELONGO
NONE
NONE
NONE

2. SUBJECT: 2021Urban and Multibenefit Drought Relief Grant Program.

Public comment:

Vincent Wall said this is a great idea.

The Council by motion of Councilmember Hurtado adopted Resolution No. 2021-73 authorizing a grant application to the California Department of Water Resources for the Well No. 22Project, and authorizing acceptance of grant and execution of agreement by the City Manager. The motion was seconded by Councilmember Montelongo and approved by the following vote:
9 City Council Regular Meeting Minutes
December 16, 2021

Page 2 ends

AYES:

NOES:

ABSTAIN:

ABSENT:

ONTIVEROS, MARTINEZ, GARZA, HURTADO, MONTELONGO
NONE
NONE
NONE

3. SUBJECT: City Manager Employment Agreement.

Public comment:

An unidentified participant said the employment agreement should not be approved Vincent Wall said the retirement age is not in the contract and any extra benefits should be added to the base pay.

An unidentified participant said the certification pay is shocking and the agreement should not include bilingual pay.

Councilmember Hurtado made a motion to table the item for six months The motion failed for lack of second.

The council by motion of Councilmember Garzaapproved the new Employment Agreement with the city Manager. The motion was seconded by Mayor Pro Tem Martinez and approved by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

MARTINEZ, G ARZA MONTELONGO

ONTIVEROS, HURTADO
NONE
NONE

4. SUBJECT Salary Schedule for City Manager Position.

Public comment:

Vincent Wall asked where the money is coming from.

Rolinda Hernandez said negotiations with other groups should be finished before giving an increase to the City Manager.

Frank Gor:zalez said it is difficult to get a qualified, knowledgeable city manager and Mr.

Chapa always looks out for the City wholeheartedly. He said Mr. Chapa is by far not the highest paid city manager in a small city.

The Council by motion of Mayor Pro Tem Martinez adopted Resolution No.202l-74 updating the compensation range for the position of City Manager in the City's Salary Schedule. The motion was seconded by Councilmember Garza and approved by the following vote:
10 City Council Regular Meeting Minutes
December 16, 2021

Page 2 ends

AYES:

NOES:

ABSTAIN:

ABSENT:

MARTINEZ, G ARZA, MONTELONGO

ONTIVEROS, HURTADO
NONE
NONE
I. CITY MANAGER/STAFF COMMUNICATION

1. COVID-19 Update - informational only.

City Manager Chapa provided a COVID-l9 update.

City Manager Chapa thanked the full Council for their action on his new Employment Agreement and for their support. He said he is optimistic that the City will see the fruit of its labor in the next three to five years. Mr. Chapa said he posts his contract on the City's website. He said he will continue to do his best to implement what is best for the City and support Council goals and he is proud to work for the City he was born in.

J. MATTERS INITIATED BY CITY COUNCIL MEMBERS
Councilmember Montelongo announced the Sanger High School Soccer team is number one in the state and number five in the nation. He said he attended the Community of Caring Task Force meeting and the group discussed the renewal of Measure C and suggested Lee Delap, Measure C Board Member, make a presentation to the Council.

Mayor Ontiveros said the parade was awesome and that it was two hours long. He said he attended the Trek to the Tree and it was a well-attended event.

Mayor Pro Tem Martinez said he attended the ICSC conference with the City Manager and Mr. David Brletic.

2. Councilmember Hurtado expressed her condolences to the Nicholson family.

Councilmember Garza had nothing to report.

ADJOURNMENT
Being no further business, the Council adjoumed their meeting at 8:37 PM.

Rebeca P. Ramirez, City Clerk
11 Fot the Meeting of: February 17,2022
Agenda Item No. F-Z
CrrY oF SINGER

RE,PORT TO THE, CITY COIJNCIL
To:

From:

Subject:

Mayor and City Council
Darryl Smith, Interim Administrative Services Director
Warrants
RE TION:

This is not an action item. The attached Final Check List(s) includes Check Nos. 85914 through 86050.

Prepared by: Approved by:

REVIEW: City Finance: City Attomev:

TYPE OF ITEM:

X
X
Consent
Info Item
Action Item
Department Report
Redevelopment Agency
COUNCIL ACTION: APPROVED DENIED NO ACTION
Public Headng
Matter Initiated by a Council Member
Other
Continued to:
12 apChkLst
1211712021 12:40:00PM
Bank : waap WESTAMERICA BANK
Check # Date Vendor
85914 12t17t2021 10642
Voucher:
85915 12t17t2021 10494
Voucher:
lnvoice
ACADEMYAVE CARWASH LP ,1919

AIRGAS USA LLC
Page:1
Amount Paid Check Total
130.00 130.00
lnv Date Description
11 I3OI2O21 CARWASHES (PD)
1113012021 OXYGEN CYL RENTAL
12t7t2021 OXYGEN (MED|CAL)
11 t23t2021 OXYGEN (MED|CAL)
1111612021 K ST, 8TH ST, LYON RECONS
11t20t2021 ALARM MONITOR (SHELTR)
121712021 BARRICADES (XMAS PARADE
FinalCheck List
City of Sanger
85916 12t17t2021 10465
Voucher:
85917 12t17t2021 10738
Voucher:
85918 12t17t2021 00025
Voucher:
85919 12t17t2021 04173
Voucher:
85920 12t17t2021 08933
Voucher:
85921 12117t2021 04701
Voucher:

AJ EXCAVATION INC

ALARMWATCH
ALERT-O-LITE, INC.

ALL VALLEY SPRAY SERVICE

A-MARK T-SHIRTS INC

APACHE SMOG INC

AT&T LONG DISTANCE

AT&T MOBILITY

BOUST, JASON

BRLETIC, DAVID

CALIFORNIA BOILER
9984743773
9120485494
9120022312
4 552699
27785
210.44
184.90
140.68
547,396.33

35.00 59.59
1,300.00
975.00
937.50
937.50
200.00
1,008.68
1,244.76
711.37
222.87

50.00 50.00
129.54
237.81
175.00
168.70
536.02
547,396.33

35.00 59.59
4,350.00
1,008.68
2,279.00
129.54
237.81
175.00
168.70
1,574.29
940743
940748
940747
940746
940745
55218
48741
48761
048772
48798
048770
B1 838891 9
287288454255
REIMB
REIMB
163466
11t16t2021
12t2t2021
12t2t2021
11t30t2021
11t22t2021
12t8t2021

WEED CONTROL

RODENT CONTROL (PARKS)

WEED CONTRL (WWTP/IND)

WEED CONTROL (WWTP/INC

WEED CONTROL

TUMBLERS (EMP BANQ)
VEHC REP'01 CHV
VEHC REP'06 GMC

LAWN MOWER TIRES

VEHC SMOG

LONG DIST PHN CHRGS
11t30t2021
12t1t2021
12t3t2021
12t8t2021
12t3t2021
12t4t20218592212t17t2021
Voucher:
85923 12t17t2021
Voucher:
85924 12t17t2021
Voucher:
85925 12t17t2021
Voucher:
85926 12t17t2021
Voucher:
06650
07501
04721
11109
11797
12t2t2021 CELL PHN CHRGS (FD)
1111512021 TRNG CLASS FEE
12t 1 4t2021 TRAVEL RETMB/1 2-4
1012512021 SLUDGE HEATER WORK
&rp />/>,/t-
\&et\J,-.-AWA
1,574.29
Page: 1
13 apGhkLst
1211712021 12:40:00PM
Bank : waap WESTAMERICA BANK
Check # Date Vendor
(Continued)
lnvoice

CHAPA, TIM REIMB
CHEVROLET BUICK GMC 77322
CITY OF FRESNO QTR1I2O22
CLOVIS TRUE VALUE 324890
COLANTUONO,HIGHSMITH & 501 OO
coMcAST 135409108
cooKS coMMUNtcATtoN COI 4951 6
CORELOGIC INFORMATION S30579573
CUMMINS WEST INC 63382
29294
CVFNS 1305
EMPLOYAMERICA 4OK211O
ENERPOWER 72436
72434
72435
72437
EXECUTIVE DISTRIBUTORS II1 02821
FASTENAL COMPANY 317597
317541
FERGUSON ENTERPRISES IN1673673
FinalCheck List
City of Sanger
Page:2
Amount Paid Gheck Totallnv Date Description
TRAVEL REIMB/12-5
VEHC MAINT'16 FRD #S107

TRAFFIC SIGNAL MAINT

CHAINSAW BLADE

LEGAL SRVS (PG&E LAWSUI-

TELECOMM SRVS

BEAR MTN REPEATER

METROSCAN SRV
85927 12t17t2021
Voucher:
85928 12t17t2021
Voucher:
85929 12t17t2021
Voucher:
85930 12t17t2021
Voucher:
85931 12t17t2021
Voucher:
85932 12t17t2021
Voucher.
85933 12t17t2021
Voucher:
85934 12t17t2021
Voucher:
85935 12t17t2021
Voucher:
85936 12t17t2021
Voucher:
85937 12t17t2021
Voucher:
85938 12t17t2021
Voucher:
10312
00922
02911
11979
11630
09872
02714
05241
02324
11583
09307
11329
1211412021
11t24t2021
12t6t2021
12t8t2021
12t7t2021
1211t2021
11t30t2021
11t30t2021

23.00 603.34
13,866.73
330.38
121.21
2,544.32
448.96
121.09
2,911.14
720.00
1,000.00
3,225.O0
3,048.00
3,040.00

37.00 30.00
1,719.70

23.00 603.34
13,866.73
330.38
121.21
2,544.32
448.96
121.09
3,631.14
1,000.00
3,225.00
6,155.00
1,719.70
140.75
8,119.43

75.00 121212021 VEHC MAINT/REP #E120
1111812021 INSITE FLEET SOFTWARE
11130t2021 VtCTtM EXAM
11 I3OI2O21 PARK MAINT-NOV
12t7t2021
12t7t2021
12t7t2021
12t7t2021
10t28t2021

ELECTRIC RATE SAVINGS

ELECTRIC RATE SAVINGS
BALLISTIC HELMETS85939 12t17t2021
Voucher.
85940 12t17t2021
Voucher:
85941 12t17t2021
Voucher:
8594212t17t2021
Voucher:
11980
08468
04821
05055
1213t2021
11129t2021
11t10t2021

86.90 53.85
8,119.43

EQUIP (XMAS TREE)

COVERALL

FIRE HYDRANTS
FRESNOALARM COMPANY 21523 121112021 ALARM MONITOR 75.00 Page:2
14 apGhkLst
1211712021 12:40:00PM
Bank
Check #
waap WESTAMERICA BANK
Date Vendor
(Continued)
lnvoice
FRESNO OXYGEN, INC. 91560403
HAYDON CONSTRUCTION I N(2 1 3311302
HEALTHWISESERVICES,lO9l94
HENRY SCHEIN INC 13151957
1 1 902990
INDUSTRIAL ELECTRICAL CO 45825

JASSO, GEORGE REIMB
REIMB
KAMAN INDUSTRIAL TECHNO5l 9785
475559
LES SCHWAB TIRES 267939
LOZANO SMITH 2152449

MARTINEZ, DANIEL REIMB
METRO UNIFORM & ACCESS(239931
MID VALLEY DISPOSAL 103121
2181391
Page: 3
Amount Paid Check TotalInv Date Description
11 I3OI2O21 OXYGEN/CO2 RENTAL
121112021 POTHOLESA/VATER REP WOI
1113012021 MED WASTE (SHARPS)
1112212021 AMB MEDICAL SUPPLIES
1112212021 AMB MEDICAL SUPPLIES
1113012021 WELL#11 MOTOR REM/INST
11t24t2021 STUDY MATERTAL (WWTP OF
1112212021 WWTP OPER CERT FEE
121312021 SPLIT HYTREL SLEEVE
121212021 SPLIT HYTREL SLEEVE
121612021 VEHC REP'06 GMC
FinalGheck List
City of Sanger
85943 12t17t2021
Voucher:
85944 12t17t2021
Voucher:
85945 12t17t2021
Voucher:
85946 12117t2021
Voucher:
85947 12t17t2021
Voucher:
85948 12117t2021
Voucher:
85949 12t17t2021
Voucher:
85950 12t17t2021
Voucher:
85951 12t17t2021
Voucher:
85952 12t17t2021
Voucher:
85953 12t17t2021
Voucher:
85954 12t17t2021
Voucher:
00331
01177
11226
02560
06804
04266
02050
10019
02614
10522
06571
09920
12t10t2021
12t16t2021
12t10t2021
10t31t2021
10t31t2021

PROF LEGAL SRVS (SO KING
TRAVEL REIMB/12-4

UNIF JACKETS (FD)

DISPOSAL SRVS-OCT

DISPOSAL FEE (OPEN HSE)
149.02
2,896.74
129.00
1,345.47
5,311 .84
4,590.00
315.05
110.00
304.39
284.27
1,110.01
252.00
630.90
434.03
176,850.29

90.00 149.02
2,896.74
129.00
6,657.31
4,590.00
425.05
588.66
1,110.01
252.00
630.90
434.03
176,940.29
Page: 3
15 apChkLsi
'12117 12021 12:40:00PM
FinalCheck List
Gity of Sanger
Page: 4
Amount Paid Check Total
Bank
Gheck #
waap WESTAMERICA BANK
Date Vendor
(Continued)
Invoice
MOORE TWI N I NG ASSOCIATE 1 376838
1376597
1376837
1376206
1376447
1376928
1377147
1376547
1376332
1376798
1376210
1376792
1 376850
1377148
'1376851
1376546
MUNITEMPS STAFFING 130039
O'REILLYAUTO PARTS 364388

PACIFIC GAS & ELECTRIC OCT
PACI FIC STORAGE COMPANY5087936

PADILLA, JOSE REIMB
PROFESSIONAL PRINT & MAII11O3O3
110328
PROVOST & PRITCHARD ENG89OO7
RANDSTAD 30166240
30168954
30125026
30128422
lnv Date Descriotion
85955 12t17t2021 08962
Voucher:
12t6t2021
11t30t2021
12t6t2021
11t18t2021
11t23t2021
12t7t2021
12t10t2021
11t29t2021
11122t2021
12t3t2021
11t18t2021
12t2t2021
12t6t2021
12t10t2021
12t6t2021
11t29t2021
12110t2021

DBCP TESTING

WATER TESTING

WATER SAMPLING

WATER TESTING

WATER SAMPLING

WATER TESTING

TEMP LABOR (SR ACCT)
537.00
474.00
472.00
468.00
278.00
240.00
226.OO
'160.00
132.00
128 00
128.00
'106.00
100.00
100.00

80.00 36.00
2,180.5085956 12t17t2021
Voucher:
85957 12t17t2021
Voucher:
85958 12t17t2021
Voucher:
85959 12t17t2021
Voucher:
85960 12t17t2021
Voucher:
85961 12t17t2021
Voucher:
85962 12t17t2021
Voucher:
85963 12t17t2021
Voucher:
11974
08739
02737
10013
06606
03989
06201
02489
121812021 GASKET
1012912021 GAS & ELECTRIC SRV
121412021 SHRED FEE
111112021 BINOCULARS (WWTP PONDS
11t24t2021 tNStDE SGR VOL#114 (DEC)
1113012021 UTILITY BILLING SRVS
12t9t2021 PROF SRVS (SO KTNGS cSA)
121512021 TEMP LABOR SRV
121512021 TEMP LABOR SRV
1112812021 TEMP LABOR SRV
1112812021 TEMP LABOR SRV

15.77 136,793.34

55.00 39.05
1,687.69
1,010.22
1,802.00
1,469.20
1,381.62
879.3'1
810.84
3,665.00
2,180.50

15.77 136,793.34

55.00 39.05
2,697.91
1,802.00
4,540.97
Page: 4
16 apChklst'
1211712021 12:40:00PM
Bank : waap WESTAMERICA BANK
Check # Date Vendor
(Gontinued)
Invoice
RED WING SHOE STORE 66342
RRM DESIGN GROUP 1224-03-1121

SANDERS, KEITH REIMB
SEASONS & REASONS, LLC 1278
SILVA'S OIL COMPANY INC. NOV
SPARKLETTS 9407216
941 0548
9410545
STATE WATER RESOURCE CI2764O
STATE WATER RESOURCES (190292
1 90945
191492
STRYKER SALES CORP 3608510
9870036
SUBURBAN PROPANE 481251
456808
380472
494573
380435
TELEFLEX LLC 9504745495
TRANS UNION RISK & ALTERI62,151
TYLER TECHNOLOGIES INC 357103
363337
UNITED STATES POSTAL SERTMS4O498
363369
363233
Page: 5
Amount Paid Check Total
165.75
8,317.50
700.76
2,090.00
17,840.82
139.41

33.93 32.93

55.00 206.27

55.00 lnv Date Description
121112021 DRINKING WATER
121112021 BOTTLEDWATER
121112021 BOTTLED WATER
12t14t2021 WTR D|ST CERT RENEWEL (t
FinalCheck List
Gity of Sanger
85964 12t17t2021
Voucher:
85965 12t17t2021
Voucher:
85966 12t17t2021
Voucher:
85967 12t17t2021
Voucher:
85968 12t17t2021
Voucher:
85969 12t17t2021
Voucher:
01 295
10977
05014
04984
03709
02536
12t10t2021 SAFETY BOOTS 165.75
121712021 RENOVATE FIRE STATION DC 8,317.50
121612021 CLOTHES WASHER 700.76
10t12t2021 HOL|DAY BANNERS (|NSTALL 2,090.00
11t30t2021 GASOLTNE 17.840.82
85970 12t17t2021 01318
Voucher:
85971 12t17t2021 00967
Voucher:
8597212t17t2021 04287
Voucher:
85973 12t17t2021 11796
Voucher:
12t8t2021
12t8t2021
12t8t2021
12t9t2021
10t28t2021
11t27t2021
11t22t2021
12t2t2021
11t24t2021
11129t2021
11t23t2021
39,560.00
39,560.00
3,326.00
2,561.26
79,869.39
1,167.47
1,118.64
880.24
587.62
484.37
164.95
82,446.00
82,430.65
4,238.34
164.95
137.20
7,548.29
1,000.00
7,421.10
PERMIT FEE ID#5D1 OO11 5OO2
PERMIT FEE ID#sD1 OO11 5OO1
ANNUAL FEE I D#sSS011342

BATTERIES (GURNEY)
LIFEPAK 15 MONITORS

PROPANE

PROPANE
STABILIZERS85974 12t17t2021
Voucher:
85975 12t17t2021
Voucher.
85976 12t17t2021
Voucher:
85977 12t17t2021
Voucher:
85978 12t17t2021
Voucher:
11596
09880
04091
03878
08821
121112021 INVESTIGATIVE ACCESS INF( 137.20
6,908.29
640.00
'1,000.00
5,937.66
1,483.44
12t1t2021
12t9t2021
12t13t2021

ENERGOV SUPPORT/MAINT

EXECUTIME PAYRL TRNG
POSTAGE-TM540498
12t15t2021 tT SERVTCES
10t15t2021 tT SERVTCES (PD)

UNITY IT
Page: 5
17 afichk'[si
1211712021 12:40:00PM
Bank : waap WESTAMERICA BANK
Check # Date Vendor
(Continued)
lnvoice
US BANK 6244
807240
1 09658

USA BLUE BOOK

VALLEY SHREDDING
WECO WELDING SUPPLIES I1961.110
961 356
ZEE MEDICAL SERVICE 66262097
66262098
ZWEIGLE SEPTIC SERVICE 36355
FinalGheck List
Gity of Sanger
Page: 6
Amount Paid Check Totallnv Date Description
1111512021 CALCARD PMT
121112021 CHLORINE REAGENT SETS
11 I3OI2O21 DOC SHREDDING
85979
85980
85981
85982
85983
85984
12t17t2021
Voucher.
12t17t2021
Voucher:
12t17t2021
Voucher:
12t17t2021
Voucher:
1211712021
Voucher:
12t17t2021
Voucher:
09303
04768
11840
00920
00851
04596
7,995.64
807.21

45.00 7,995.64
807.21

45.00 17.16
207.78

75.00 11t30t2021
11t30t2021
12t1t2021
12t1t2021
12t7t2021

11.16 6.00
156.73

51.05 75.00

TANK RENTAL

FIRSTAID SUPPLIES

PORTA POTTY (NATAREA)
Sub totaf for WESTAMERICA BANK: 1,170,707.98
Page: 6
18 apqir'iit
12117t2021 12:40:00PM
71 checks in this report.

FinalGheck List
City of Sanger
Page:7
Grand Total All Checks: 1,170,707,98
Page: 7
19 apChklst
1213012021 12:35:21PM
lnvoice

ACADEMYHARDWARE NOV
ACTION TOWING DIVE TEAM 1015
ADVENTIST HEALTH TOXICOI. 1 565
ALERT-O-L|TE, tNC. 0101702
0101437
ALLIED ELECTRIC 2031151
AMERITAS 301379
301 379
301 379
301 379
301 379
301 379
APACHE SMOG INC 48794
ASCAP 500612917
AT&T MOBTL|TY 287286160185
831514171
287305911613
BECS PACIFIC LTD 17898
BEST UNIFORMS 42889
CALLAHAN, KEVIN 07269
CANON FI NANCIAL SERVICES2T 813021
CARRILLO, XOCHITL Ref000090107
11 I3OI2O21 HARDWARE/JANITORIAL SUF 2,641.26
1113012021 VEHC EVID STORAGE 406.50
121612021 DRUG/ALCOHOL TESTING 876.00
lnv Date Description

RAI N JACKETS/BARRICADE

RAIN JACKETS/PANTS

LIGHTS (STREETS)
EMP DENTAL INS PE 12110121

EMP DENTAL INS-NOV
EMP DENTAL INS PE 11112121
EMP DENTAL INS PE 1213121
EMP DENTAL INS PE 11126121
EMP DENTAL INS PE 11119121
VEHC REP/SMOG'05 GMC
Page:1
Amount Paid Gheck Total
2,641.26
406.50
876.00
808.66
634.11
707.49
1,442.77
707.49
FinalGheck Listl
City of Sanger
12t17t2021
12t13t2021
12t17t2021
12t13t2021
11t1t2021
1111512021
12t6t2021
11t29t2021
11t22t2021
12t8t2021
Bank
Check #
85985
85986
85987
85988
85989
85990
85994
85995
85996
85997
85998
12t3U2421
Voucher:
12130t2021
Voucher:
12t30t2021
Voucher:
12t30t2021
Voucher:
12t30t2021
Voucher:
12t30t2021
Voucher:
001 75
09470
11604
00025
00032
07024
07187
02307
07269
11599
11983
waap WESTAMERIGA BANK
Date Vendor
85991 12l30t2021 04701
Voucher:
85992 12t30t2021 07535
Voucher:
85993 12t30t2021 07501
Voucher:
12t20t2021 MUSTC LtC (EVENTS)
1113012021 MDTAIR CARDS/CELL SRV
1111912021 CELL PHN CHRGS
12t2t2021 CELL PHN CHRGS (PW/ENF)
12t10t2021 oPAC|TY TEST
12t10t2021 UNrF SHTRTS/PANTS (FD)
1212012021 RESERVE OFFCR STIPEND
1211212021 COPIER USAGE & LEASE
5,281.20
619.12
608.59
406.00

65.00 18.30
568.03
390.00
1,539.82
755.31
256.96
455.00
309.83

85.00 2,112.43

52.24 6,998.21
568.03
390.00
2,552.09
455.00
309.83

85.00 2,112.43

52.24 12t30t2021
Voucher:
12t30t2021
Voucher:
12t30t2021
Voucher:
12t30t2021
Voucher:
12t30t2021
Voucher:
1212712021 UB Refund Csl#00A24164
f-\ I
( I lq la-z-r\-;' t t
Page: 1
20 apGhklst
1213012021 12:35:21PM
waap WESTAMERICA BANK
Date Vendor
(Continued)
lnvoice
CHEVROLET BUICK GMC 77384
CLEANSTREET 101922C5
COMCAST CABLE 215187
CORELOGIC I NFORMATION S60,1 25006
CURTIS&SONS, LN 552171
544215
DEPARTMENT OF JUSTICE 552810
537567
ELECTRIC MOTOR SHOP. INC28749
FASTENAL COMPANY 317629
31 7639
FAUTANU, SATOA RefOOOO9Ol05
FRESNO COUNTY TREASURE 1 8982

FRONTIER DEC
GARZA, VICTOR Ref000090106
GILMORE MAGNESS JANISSE37378
HENRY SCHEIN INC 14506934
HIGUERAAVALOS, MANUELA Ref0000901 09
JORGENSEN CO. 5976811
KAISER PERMANENTE - OHS 1051972
Page:2
Amount Paid Check Totallnv Date Descriotion
1112612021 VEHC MAINT'21 FRD
1213112021 STREET SWEEPING SRV
121 1812021 I NTERNET SRV
1211612021 METROSCAN SRV
FinalCheck List
Gity of Sanger
Bank
Check #
85999 12t30t2021
Voucher:
86000 12t30t2021
Voucher:
86001 12130t2021
Voucher:
86002 12t30t2021
Voucher:
86003 12t30t2021
Voucher:
86004 12t30t2021
Voucher:
86005 12t30t2021
Voucher:
86006 12t30t2021
Voucher:
86007 12t30t2021
Voucher:
86008 12t30t2021
Voucher:
86009 12t30t2021
Voucher:
86010 12t30t2021
Voucher:
86011 12r30t2021
Voucher:
86012 12t30t2021
Voucher:
86013 12t30t2021
Voucher:
86014 12t30t2021
Voucher:
86015 12t30t2021
Voucher:
00922
03531
08477
05241
0051 5
00245
O3BB5
08468
11 981
00323
1 0345
11982
1 0856
02560
11985
00483
1 0379

89.36 6,890.00
151.16
125.00
347.06

57.41 168.03
35,289.94
4,856.30
200.00
1,511.25
204.74
1 63.1 3
150.00
115.00

89.36 6,890.00
151.16
125.00
272.48
412.00
4,095.87
404,47
168.03
35,289.94
4,856.30
200.00
1,511.25
204.74
1 63.1 3
'150.00
115.00
1 21 1 312021 COVE RALLS/GLOVES
12t14t2021 SPOTLtcHT
1212712021 UB Refund Cst #00019760
12t15t2021
11t16t2021
12t3t2021
10t6t2021
12t14t2021
12t1t2021
12t7t2021
12t27t2021
12t3t2021
12t21t2021
12t27t2021
11130t2021
12t9t2021
210.28

62.20 280.00
132.00
4,095.87

LADDER HOOK EXTNS

CORD HOLDER

DRUG/ALCOHOL TESTING

FINGERPRINTAPPS
PUMP & MOTOR (WELLg)

DISPATCH SRVS-DEC/RMS JI

TELEPHONE SRV
UB Refund Cst#00022895

PROF LEGAL SRVS

ELECTRODES
UB Refund Cst #00025741

I NSTRUMENT CALI BRATION

PHYSICAL EXAM
Page.2
21 apChkLst
1213012021 12:35:21PM
Bank : waap WESTAMERICA BANK
Check # Date Vendor
86016 12t30t2021 00533
Voucher:
(Continued)
lnvoice
LI EBERT CASSI DY WH ITMORI2OT 642
207125
208249
LIFE ASSIST, INC. 1159055
MOORE TWINING ASSOCIATE 1377652
1377651
1377650
1377297
08962
MUNICIPAL CODE CORP 365321
lnv Date Description
1013112021 PROF LEGAL SRVS
1013112021 PROF LEGAL SRVS
1013112021 PROF LEGAL SRVS
121 1 412021 GURN EY SHEETS/BLAN KETS
Page: 3
Amount Paid Check Total
1,014.00
429 00

39.00 1,249.90
1,482.00
1,249.90
518.44
6,230.00
518.44
6,230.00
FinalGheck List
Gity of Sanger
86017 12t30t2021
Voucher:
86018 12t30t2021
Voucher:
86019 12t30t2021
Voucher:
86020 12t30t2021
Voucher.
86021 12t30t2021
Voucher:
8602212t30t2021
Voucher:
86023 12t30t2021
Voucher:
86024 12t30t2021
Voucher:
86025 12t30t2021
Voucher:
86026 12t30t2021
Voucher:
86027 12t30t2021
Voucher:
86028 12t30t2021
Voucher:
86029 12t30t2021
Voucher:
00534
0657'1
08717
08962
00612
11735
03356
08739
'11930
11357
10475
11241
08030
METRO UNIFORM & ACCESS(239262 1113012021 UNIF SUPPLIES (PD EXPLRS) MONTOY LAW CORPORATIOIOCT 1111912021 PROF LEGAL SRVS
12t22t2021
12t22t2021
12t22t2021
12t15t2021
12t22t2021
12t22t2021

WATER SAMPLING

UPDATES (CITY ORD)
560.00
146.00
100.00

80.00 25.00
944.30
305.40

46.74 1,096.05
1,773.92
604.00
750.00
323.63
911.00
944.30
126.80
1,265.17
352.14
1,096.05
1,773.92
604.00
750.00
323.63
NAVIA BENEFIT SOLUTIONS 10393722 1113012021 COBRAADMIN-NOV 126.80 89444562 11 I3OI2O21 OFFICE SUPPLIES/CPY PPR 1,265.17OFFICE DEPOT

O'REILLYAUTO PARTS

PACE SUPPLY CORP
PACIFIC POWER SOLUTIONS 2138
PMSI 272817
POLYGRAPH PROFESSIONAL 2 1 -84
R.G. EQUIPMENT COMPANY 113497
12t22t2021 BATTERT ES (VACTOR)
12t15t2021 FTLTERS
1211612021 EQUIP REP PARTS
711512021 SOLAR PLANT REPAIRS
12t21t2A21AlC UN|T REP (WWTP)
1 OI 1 OI2O21 PRE-EMP POLYGRAPHS
12t17t2021 EQUtp REp PARTS (MOWER)
366764
365644
1 9733501 0
Page: 3
22 apChkLst
1213012021 12:35:21PM
Bank : waap WESTAMERIGA BANK
Check # Date Vendor
86030 12t30t2021 02489
Voucher:
(Continued)
' lnvoice
RANDSTAD 30260282
30213420
3021 8381
30264985

REYES, ROSA NOV
DEC

RODRIGUEZ, JULIAN PERDIEM

PERDIEM
SANGER POLICE OFFICERS A1370523
1372930
SANGER SCENE, THE 607
SUBURBAN PROPANE 494837
494730
38054'1
SUPERIOR POOL PRODUCTS 2017441
2017436
2017437
2017439
2017440
2017438

TARASCOU, GREG PERDIEM
TELEFLEX LLC 9504795853
TRANS UNION LLC 11152555
UNLIMITED TECHNOLOGIES OBO259
lnv Date Description

TEMP LABOR SRV

ZUMBA INSTRUCTOR

ZUMBA INSTRUCTOR
PERDIEMII-Z.22
PER DIEM/1-9-22

DISABILITY INS-PD

DEPT PHOTOS (PD)

PROPANE

PROPANE
BULK CHLORINE (WELL2A)
BULK CHLORINE (WELL2s)
BULK CHLORINE (WELL11)

BULK CHLORINE (WELLTA)
BULK CHLORTNE (WELLg)
BULK CHLORINE (WELL12)
PER DIEM/1-9-22
Page: 4
Amount Paid Check Total
1,160.82
1,099.14
1,063.40
1,063.40
438.90
394.80
330.00
265.00
380.00
380.00
380.00
1,082.39

95.50 306.61
FinalCheck List
City of Sanger
86031 12t30t2021
Voucher.
86032 12t30t2021
Voucher:
86033 12t30t2021
Voucher:
86034 12t30t2021
Voucher:
86035 12t30t2021
Voucher:
86036 12t30t2021
Voucher:
86037 12t30t2021
Voucher:
86038 12t30t2021
Voucher:
12t19t2021
12t12t2021
12t12t2021
12t19t2021
11t1t2021
12t17t2021
12t21t2021
12t21t2021
10t29t2021
11t19t2021
12t10t2021
12113t2021
12t6t2021
12t9t2021
12t17t2021
12t17t2021
12t17t2021
12117t2021
12t1712021
12117t2021
12t6t2021
4,386.76
833.70
595.00
760.00
380.00
'1,082.39

95.50 306.61
3,563.99
2,670.85

95.00 1,209.62
102.56

27.00 10823
1 0788
00822
09467
09567
09676
O9B5B
11796
SELF HELP ENTERPRISES SANADM1121 121612021 LOAN PORTFOLIO SRVS SI ERRA VI EW ANIMAL HOSPII 1 60725 12t1t2021 VET SRVS (K9) STANCRAFT TROPHIES & AW2549 121712021 PLAQUE ( EE LUNCHON) 86039 12t30t2021 10973
Voucher:
86040 12t30t2021 050'15
Voucher:
86041 12t30t2021 11596
Voucher:
8604212t30t2021 04117
Voucher:
86043 12t30t2021 09239
Voucher:
121612021 NEEDLE BOXES
1112512021 PRE-EMP CREDIT CHECKS
1,508.65
1,170.74
884.60
509.70
506.1 I
452.30
449.18
416.00
337.48

95.00 1,209.62
102.56

27.0010131 12021 ALARM MONITOR
Page'.4
23 apChklst
1213012021 12:35:21PM
FinalCheck List
City of Sanger
Page: 5
Amount Paid Gheck Total
Bank : waap WESTAMERICA BANK
Check # Date Vendor
(Continued)
lnvoice
UNWIRED BROADBAND INC 01225293
VALDOVINOS, CINDY Ref000090108
VALLEY WIDE PEST CONTRO71115
VERIZON WIRELESS 671899078
vsP 20687
lnv Date Description
86044
86045
86046
86047
86048
12t30t2021
Voucher:
12t30t2021
Voucher:
1213012021
Voucher:
12t30t2021
Voucher:
12t30t2021
Voucher:
10448
11984
09477
08709
04798
259.99
128.52
590.00
544.76
1,471.27
259.99
128.52
590.00
544.76
1,471.27
12t30t2021
12t27t2021
12t23t2021
12t13t2021
11119t2021

BROADBAND (YRD)
UB Refund Cst#00025159

PEST CONTROL SRV

TOUGHBOOK COMPUTERS

EMP VISION INS-DEC
Page: 5
24 apGhkLst
1213012021 12:35:21PM
FinalCheck List
Gity of Sanger
Page: 6
Amount Paid Check Total
Bank
Check #
waap WESTAMERICA BANK
Date Vendor
(Continued)
lnvoice lnv Date Description
86049 12t30t2021 00931
Voucher:
86050 12t30t2021 11926
Voucher:

YAMABE & HORN ENGINEERII474967
474984
474982
474980
474983
474978
474973
474969
474974
474986
474960
474961
474966
474964
474975
474977
474965
474976
474968
474963
474959
474971
474962
474970
474989
474988
474979
474987
474990
474972
474985
474981
ZION INC 04
K ST RECONST (5TH/1OTH SI
FY 21122 LOCAL STREET IMP

NORTH SGR GRDWTR RECH

UTILITY MASTER PLAN UPDA

TOMBSTONE WATER CONNE
2021 ENCROACHMENT PERN
O ST RECONST (1OTH/NORTI
8TH ST RECONST (L ST/FALL

FOWLR SWITCH CANAL TRA
WELL NO. 22

SGR GENERAL ENG SRVS

BETHEL AVE SI DEWALK (NRI

K ST RECONST (ANDLIEDGR
TRACT #5826 GRNWD ESTAT

CHERRYAVE RECONST (BET

WEST SGR GRNDWTR RECH

NORTH & GRNWD SWR LIFT

KELLY BASIN GRNDWTR RE(
N ST RECONST (sTH/gTH ST)

GRNWD AVE RECONST (JENI

SGMA IMPLEMENTATION
TRACT #6327 GRNWD ESTAT
WELL NO.16 PUMP, MOTOR I
2O2O ENCROACHMENT PERIV
LOTLINEADJ NO.2021-02
SPR 2021-05 CATRUSS FRAI\
SPR 2021.01 EECU PARKING

PG&E LANDACQUIS MUSCAI

G RNWD/ALM D-G RNWD/N RTI

NORTH AVE RECONST (ACAI

SGR FIRE STATION REMODE
WELL NO. 19

KARATE INSTRUCTOR
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
121212021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
1212t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t2t2021
12t5t2021
16,106.65
11 ,900.00
10,327.50
9,365.00
9,252.50
8,228.75
7,447.50
4,582.50
4,566.25
4,231.25
2,480.00
2,108.75
1,955.00
1,895.00
1,745.00
1,734.43
1,697.50
1,126.66
816.25
770.00
437.50
405.00
393.75
393.75
341.25
175.00
158.75
131.25
115.00
107.50

90.00 87.50
108.50
105,172.74
108.50
Page: 6
25 apChklst
1213012021 12:35:21PM
FinalCheck List
City of Sanger
Page: 7
Sub total for WESTAMERICA BANK: 216,707.69
Page: 7
26 apChkLst
1213012021 12:35:21PM
FinalGheck List
City of Sanger
Page: 8
66 checks in this report. Grand Total All Ghecks: 216,707.69 Page: 8
27 S ANG
,ii
DR
:

Fot the Meeting of: February 17,2022
Agenda Item No.
(-3CrrYoF SINGER

RE,PORT TO THE, CITY COIJNCIL
To:

From:

Subject:

Mayor and City Council
Darryl Smith, Interim Administrative Services Director
Approval of Payroll Checks
RECOMMENDATION:

That the City Council approve:

By action of the Sanger City Council at their meeting of February 17 ,2022, Direct Deposit Nos. 55863 through 56081; Payroll Check Nos. 58289 through 58322; and Benefit Check Nos. 1752 through 1759 were approved by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST:

Rebeca P. Ramirez, City Clerk
Prepated by: Approved by:

REVIEW: City Manager Finance: City Attomey:

TYPE OF ITEM:
x
X
Consent
Info Item
Action Item
Department Report
Redevelopment Agency
COUNCIL ACTION: APPROVED DENIED NO ACTION
Public Headng
Matter Initiated by a Council Member
Othet
Continued to:
28 pychkLst
12t08t2021 9:21PM
Payroll Final Check List
City of Sanger
'1112012021 to'1210312021- Type 1 Cycle 26
Name

CHAPA, EUTIMIO C

GONZALES, HEATHERA

RAMIREZ, REBECA

TAMEZ, CORINA

MONTELONGO, MIKE

GARZA, HUMBERTO

MARTINEZ, DANIEL

BARRAGAN, MELISSA

BRLETIC, DAVID E

VASQUEZ, ALFRED M

VIDRIO, JAVIER

VUE, THUNDERSTORM
CAMARENA, KARLA D.

CARRILLO MENDEZ, MFAEL

CASILLAS-TORRES, SMALYNNE

FLORIAN, STEPHANIE

HARMON, BRET M

STROUP, GRACE

XIONG, WENDY

ASCHENBRENNER, DANIEL

BELTZ, NATHAN

BROCKETT, JOSHUA S

CAMPA, SANDRA

CAMPOS, AMANDA

CORONADO JR, JESUS
DANIEL, JOSHUA D"

ELLIS GILMORE, SKYLER

FIELDS, KELLY

JONES, ANDY

KING, KNIAL C,

LORENTE, RYAN

MENDEZ, VICTOR P

MIRELES FLORES, MARIA

MONTEJANO, JOSEPH

PALLAS, MICHAEL L

PISCHING, MARK G

PITTS, CRAIG

PUGA, BRIAN
Check Amt Direct Deposit
5,283.55
2,813.26
3,671.96
1,471.27
312.56
347.97
312.56
762.38
2,532.87
5,099.64
487.50
771.92
2,081.74
2,091.19
444.76
1,282.55
'10,594.09
1,798.73
1,023.97
2,891.88
1,876.94
3,375.18
1,479.16
930.98
2 206 42
zlaz.az
1,927.82
1,460.15
3,507.28
'1,910.80
2,015.10
1,679.96
1,511.02
3,441.19
1,645.31
2,002.79
2,604.44
2,199.56
Page: 1
Bank: dirdep - WESTAMERICA BANK
Check # Date Employee #
55863
55864
55865
55866
55867
55868
55869
55870
55871
55872
55873
55874
55875
55876
55877
55878
55879
55880
55881
55882
55883
55884
55885
55886
55887
55888
55889
55890
55891
55892
s5893
55894
55895
55896
55897
55898
55899
s5900
12t10t2021
12t1Qt2Q21
12t10no21
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10n021
12t10t2021
12110t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12110t2021
12t1012021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
1211012021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021

0.00 0.00

0.00 0.00
c
Page: I
29 pyChkLst
12t08t2021 9:21PM
Payroll Final Check List
City of Sanger
'l'll20l2021to 1210312021- Type 1 Gycle 26
Name

RAMOS, NICHOLAS

ROGERS, HANK R

SANDERS, GERALD

SMITH, KEVIN D

TARASCOU, GREGORY
WADDLE, CHRISTOPHER A.

WILLIAMS, KENNETH D.

WILSON, TODD

YOUNG, KYLE

ACEVES CRUZ, JULIAN

ARGUELLO, SERGIO
ATTKISSON, JOSEPH C.

BANDA-TOVAR, JOEL

BATTENFIELD, DANIEL
BISE, JEFFREY L.

BOUST, JASON

CALDERON, JOSHUA
CARRILLO JR., REYES

DIAZ, HENRY

DURAN, MANUEL

EDWARDS, SHAELA

FERNANDEZ SANCHEZ, JORGE

FRANCO, RICHARD

GARCIA, FERNANDO

GARNER, GREGORY

GARZA, RAMIRO

GUILLEN, ROSARIO

HAZELTON, CULLEN

HUGHES, TOBIAS

IBAL, VICTOR

IRAZOQUI, MARIO

JOHNSON, JOSHUA D
JONES, KIMBERLY M.

MEDINA, JOSE

MUNOZ, BERTHAJ

NELSON, AMANDA M

ORNELAS, BAUDELIO

PASILLAS, ERIK
Check Amt Direct Deposit
1,708.52
1 ,884.1 0
3,077.64
1,192.02
2,622.93
3,348.93
4,450.73
3,205.12
1,971.02
6,668.60
3,006. 16
5,335.47
2,603.82
2,696.09
3,118.08
4,731.31
3,122.47
5,686.02
538.1 9
8,397.19
2,204.26
4,005.35
3,017.06
3,213.78
2,604.74
9,213.91
3,759.91
9,000.49
2,259.35
2,747.52
1,656.39
4,287.52
1 ,907.10
3,013.54
1 ,398.1 0
6,663.37
2,479.21
3,826.93
Page:2
Bank: dirdep - WESTAMERICA BANK
Check # Date
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2Q21
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t1012021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
Employee #
55901
55902
55903
55904
55905
55906
55907
55908
55909
5591 0
5591 1
s5912
5591 3
55914
5591 5
5591 6
55917
5591 I
5591 9
55920
55921
55922
55923
55924
55925
55926
55927
55928
55929
55930
55931
55932
55933
55934
55935
55936
55937
55938

0.00 0.00

0.00 0.00
Page:2
30 pyChkLst
12108t2021 9:21PM
Payroll Final Check List
City of Sanger
1112012021to 1210312021- Type 1 Cycle 26
Name

RODRIGUEZ, JULIAN R
RUBY JR., DANIEL

RYAN, NICOLE

SALAZAR, DARIO

SALAZAR, RALPH A-
SOTO, JOSE O.

THAO, MENOU A

TORRENCE, J D

TREVINO, CYNTHIA

VALLE, JUAN D

VILLATORO, AGUSTIN
WELCH, PAUL M.

YAMBUPAH, ANGELA C

ACOSTA, JAVIER

EGGLESTON, STEVEN
FMNZ, RON E.

GARCIA, ANTHONY

GONZALEZ, EDDIE

GONZALEZ, JOSE

HUERTA, PAUL

IRAZOQUI, DANIEL T

JASSO, GEORGE

LOPEZ, ALEX

MAZARIEGO, MANUEL

MCDANIELS, ANTHONY

MULLIGAN, JOHN

ORONA, CATARINO
PADILLA, JOSE A.

PEREZ, MIKE E.

REYES, ANTONIO P

ROSALES, ESPEMNZA

SANI, FRANK

SANTOS, WILLIAM

HERNANDEZ, KEITH

ROSALES, ISABEL

ZAMORA, JOAQUIN
Check Amt Direct Deposit
2j04.20
3,343.37
1,326.96
2,550.09
3,830.77
2,287.65
9,913.12
2,530.97
6,243.22
3,917.23
4,483.72
2,294.36
3,957.39
1,856.97
2,011.36
3,295.08
1,003.22
1,684.15
3,821.20
1,507.95
1,098.02
2,688.01
1,633.93
1,507.59
2,000.24
5,536.60
1,281.93
2,010.08
1,313.60
2,340.08
1,589.74
2,155.65
2,747.61
38 79

32.32 1,833.69
Page:3
Bank: dirdep - WESTAMERICA BANK
Check # Date Employee #
5s939
55940
55941
55942
55943
55944
55945
55946
55947
5s948
55949
55950
55951
55952
55953
55954
55955
55956
55957
55958
55959
55960
55961
55962
55963
55964
55965
55966
55967
55968
55969
55970
55971
55972
55973
55974
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12110t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12110t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2Q21
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021

0.00 0.00

0.00 0.00
Page:3
31 pychkLst
12t08t2021 9:2{ PM
Payroll Final Check List
City of Sanger
11l2Ol2O21to 1210312021- Type 1 Cycle 26
Employee Check Totals
Bank dirdep Totals ('112 Forms)
315,067.17
315,067.17
Page: 4

0.00 0.00
Page: 4
32 pychkLst
12t08t2021 9:21PM
Payroll Final Check List
City of Sanger
1112012021to 1210312021- Type 1 Cycle 26
Name

HURTADO, ESMERALDA

ONTIVEROS, ELI

LADY, BERNIE

WOODS, STEVE

PASTRE, BREE

SMITH, ETHAN

TILLOTSON, LEAH
Employee Check Totals
Name
AFLAC, ATTN : REMITTANCE PROCESS

AMERICAN FIDELITY ASSURANCE

SANGER FIRE ASSOCIATION, FOOD

STATE DISBURSEMENT UNIT
STATIONARY ENGINEERS, LOCAL 39

TEXAS LIFE INSURANCE COMPANY

VALLEY FIRST CREDIT UNION
Total
Payee Totals
Bank pybank Totals (14 Forms)
Check Amt
307.56
367.97
1,403.57
294.92
249.34

77.57 113.12
2,814.05
Gheck Amt
252.30
2,745.41
796.16
319.84
342.59
995.20

60.00 5,511 .50
5,511 .50
8,325.55
Direct Deposit
Page: 5
Bank: pybank - WESTAMERICA BANK
Gheck # Date
Bank: pybank - WESTAMERICA BANK
Benefit Checks
Check # Date
58289
58290
58291
58292
58293
58294
58295
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12t10t2021
12110t2021
Employee #
Payee #
58296
58297
58298
58299
58300
58301
58302

0.00 0.00

0.00 Direct Deposit
026
057
052
045
007
059
005

0.00 0.00

0.00 Page: 5
33 pychkLst
12t08t2021 9:2'l PM
Payroll Final Check List
City of Sanger
1112012021 to 121O312O21- Type 1 Cycle 26
Name

WESTAMERICA BANK

EMPLOYMENT DEVELOPMENT DEPT
CALPERS 457 PLAN
I.C"M.A RETIREMENT TRUST 457
CheckAmt
82,431.O4
8,357.93
1,818.70
1,240.12
93,847.79
93,847.79
93,847.79
102,173.34
4',17,240.51
Direct Deposit
Page:6
Bank: wire - FEDERAL TAX PAYMENT
Benefit Checks
Check # Date
12t10t2021
12t10t2021
12t10t2021
12/10t2021
Next Step: Account Posting (AP)
Pay Period is Open (Locked)
Payee #
1752
1753
1754
1755
003
004
054
006

0.00 0.00

0.00 0.00
Total
Payee Totals
Bank wire Totals (4 Forms)
Grand Total
Totals Checks and Direct Deposit (130 Forms)

0.00 0.00

0.00 315,067.17
f21.'rt ++".-( $.- rzii,dA< r*lr, lot
1q",9q1.1D
{3>s, Bq>.7L
Page: 6
34 pyChkLst
'121091202'l 9:21PM
Gheck # Date Payee #
12t23t2021 030
Source pay period: 1112012021 lo 1210312021 Cycle 26
1 1 l2Q 12021 to 1 21 03 12021 Cycle 26
1112012021 to 12lO3l2021Cycte 26
1 1 12012021 to 1210312021 Cycle 26
Payroll Final Gheck List
City of Sanger
1112012021to'121031202'l- Type 1 Cycle 26
Benefit Ghecks - pending for pay period trom 1210tU21 b 1Aflnl lD: 1,O22 Name Amount

23.52 1.99

6.99 7.50

40.00 Page:7

MID-MANAGEMENT ASSN, DUES-MM
lD 1,O21 Doc source: midmgmtp
lD 1,021 midmgmtp
lD: 1,021 midmgmtp
lD:. 1,021 midmgmtp
Bended code; mmdues
mmdues
mmdues
mmdues
Fund: 1O1
611
621
712
Check Total:

Fund: 101
611
621
631
712
Check Total
Fund: 101
208
261
Check Total
Fund: 101
208
255
256
261
298
Check Total:

Fund: 101
486
611
621
631
712

30.00 805.55
156.57
100.00
1,062.12

5.00 4.45

4.40 4.40

11.75 1,898.61
481.60

53.67 68.80
126.30

68.80 24.04

2.01 2.02

2.02 1.92

17.99 12t23t2021 041
Source pay period: 1112012021 lo 1210312021 Cycle 26
1112012021 to 12lO3l2021Cycle 26
1112012021 to 12lO3l2021Cycle 26
1112012021 to 12lO3l2O21Cycle 26
1112012021 lo 1210312021 Cycle 26

GENERAL EMPLOYEESASSN, DUES GEN EMPS
lD 1,021 Doc source: genemppa Bended code: gendue
lD: 1,Q21 genemppa gendue
lD:1,021 genemppa gendue
lD: 1,021 genemppa gendue
lD: 1,021 genemppa gendue
12t23t2021 008
Source pay period:1112012021 to 1210312021 Cycle 26
1 I l2Ol2O21 lo 1210312021 Cycle 26
1 1 12012021 to 1210312021 Cycle 26

SANGER FIRE ASSOCIATION, DUES-FIRE
lD 'l ,021 Doc source: firduepay Bended code: freasn
lD: 1,021 firduepay freasn
lD 1,021 firduepay freasn
12t23t2021 010
Source pay period:1112012021 lo 1210312021
1 1 l2Ol2O21 lo 1210312021
1 1 t2012021 to 1210312021
1 1 120 12021 lo 1 21 03 12021
1 I 12012021 to 1210312021
I 1 120t2021 to 1210312021

SANGER POLICE ASSOCIATION, DUES-POLICE
lD 1,021 Doc source: polassnpa Bended code: poldue
lD 1,021 polassnpa poldue
lD 1,021 polassnpa poldue
lD: 'l ,021 polassnpa poldue
lD: 1,021 polassnpa poldue
lD: 1,021 polassnpa poldue

EXECUTIVE MGMT ORGANIZATION, EXE MGMT-DU
lD: 1,021 Doc source: sanexepa Bended code: exdues
lD 1,021 sanexepa exdues
lD: 'l ,021 sanexepa exdues
lD 1,Q21 sanexepa exdues
lD 1,021 sanexepa exdues
lD 1,021 sanexepa exdues
Cycle 26
Cycle 26
Cycle 26
Cycle 26
Cycle 26
Cycle 26
2,697.78
12t23t2021 012
Source pay period:1112012021 lo 1210312021
1 1 120 12021 to 1 2t 03 t2021
1 1 l2Ol2O21 to 1 2lO3l2O21
1 1 12012021 to 1210312021
1 1 l2Ol2O21 to 1210312021
1 1 I 20 12021 lo 1 2t 03 I 2021
Cycle 26
Cycle 26
Cycle 26
Cycle 26
Cycle 26
Cycle 26
Page:7
35 pyChkLst
1?/0E12021 9:21PM
Payroll Final Check List
City of Sanger
111201202'l to 1210312021- Type I Gycle 26
Page: 8
Check# Date Payee# Name Amount

50.00 3,879.90
3,879.90
3,879.90
Gheck Total:

Organization Total:

Pay Period Tota.l (121O4121 to 12117l21 lDt 1,0221;
Benefit Checks Grand Total:

Page:8
36 pychkLst
.12t21t2iJ21 8:50: PM
Payroll Final Check List
City of Sanger
1210412021 to 1211712021- Type 2 Cycle 26
Bank: d - WESTAMERICA BANK
Check # Date Employee # Check Amt Direct Deposit
55975
55976
55977
55978
55979
55980
55981
55982
55983
55984
55985
55986
55987
55988
55989
55990
55991
55992
55993
55994
55995
55996
55997
55998
55999
56000
5600'1
56002
56003
56004
56005
56006
56007
56008
56009
5601 0
5601 1
56012
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
1212312021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12123t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
12t23t2021
Name

CHAPA, EUTIMIO C

RAMIREZ, REBECA

TAMEZ, CORINA

MONTELONGO, MIKE

GARZA, HUMBERTO

MARTINEZ, DANIEL

BRLETIC, DAVID E

VIDRIO, JAVIER

VUE, THUNDERSTORM
CAMARENA, KARLA D.

CARRILLO MENDEZ, RAFAEL

CASI LLAS-TORRES, SMALYNN E

FLORIAN, STEPHANIE

STROUP, GRACE

XIONG, WENDY

ASCHENBRENNER, DANIEL

BELTZ, NATHAN

BROCKETT, JOSHUA S

CAMPA, SANDRA

CAMPOS, AMANDA

CORONADO JR, JESUS
DANIEL, JOSHUA D.

ELLIS GILMORE, SKYLER

FIELDS, KELLY

JONES, ANDY
KING, KNIAL C.

LORENTE, RYAN

MENDEZ, VICTOR P

MIRELES FLORES, MARIA

MONTEJANO, JOSEPH

PALLAS, MICHAEL L

PISCHING, MARK G

PITTS, CRAIG

PUGA, BRIAN

RAMOS, NICHOLAS

ROGERS, HANK R

SANDERS, GERALD

SMITH, KEVIN D

0.00 0.00

0.00 0"00

0.00 0.00

0.00 0.00
5,213.91
2,835.47
1,728.09
312.56
292.56
312.56
2,813.35
363.80
887.21
2,219.51
1,239.92
500.35
1,392.57
1,653.39
1,112.66
2,890.50
1,842.77
3,439.17
1,432.27
1,068.90
1,448.94
2,436.68
'1,390.52
1,340.51
2,500.73
2,259.85
3,480.62
2,296.16
2,369.30
3,644.94
2,991.51
1,716.61
2,559.44
2,194.56
2,210.15
1,393.93
2,293.47
1,601.94
37 Bank: dirdep - WESTAMERICA BANK
Check # Date
12t23t2021
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Employee # Name

TARASCOU, GREGORY
WADDLE, CHRISTOPHER A.

WILLIAMS, KENNETH D.

WILSON, TODD

YOUNG, KYLE

ACEVES CRUZ, JULIAN

ARGUELLO, SERGIO
ATTKISSON, JOSEPH C.

BANDA-TOVAR, JOEL

BATTENFIELD, DANIEL
BISE, JEFFREY L.

BOUST, JASON

CALDERON, JOSHUA
CARRILLO JR., REYES

DIAZ, HENRY

DURAN, MANUEL

EDWARDS, SHAELA

FERNANDEZ SANCHEZ, JORGE

FRANCO, RICHARD

GARCIA, FERNANDO

GARNER, GREGORY

GARZA, RAMIRO

GUILLEN, ROSARIO

HAZELTON, CULLEN

HUGHES, TOBIAS

IBAL, VICTOR

IRMOQUI, MARIO

JOHNSON, JOSHUA D
JONES, KIMBERLY M.

MEDINA, JOSE

MUNOZ, BERTHA J

NELSON, AMANDA M

ORNELAS, BAUDELIO

PASILLAS, ERIK

RODRIGUEZ, JULIAN R
RUBY JR., DANIEL

RYAN, NICOLE

SALAZAR, DARIO
Check Amt Direct Deposit
5601 3
56014
5601 5
5601 6
5601 7
5601 8
5601 I
56020
56021
56022
56023
56024
56025
56026
56027
56028
56029
56030
56031
56032
56033
56034
56035
56036
56037
56038
56039
56040
56041
56042
56043
56044
56045
56046
56047
56048
56049
56050

0.00 0.00

0.00 0.00
2,596.77
16,435.21
3,214.96
3,118.07
2,506.44
2,771.O5
4,954.85
3,061.40
2,154.12
2,479.61
3,373.09
3,809.25
3,1 51 .88
3,236.02

95.1 6
4,204.O5
2,250.40
2,836.37
2,513.15
2,514.95
2,568.67
4,411.76
6,723.23
2,251.83
2,162.62
2,806.18
1,690.20
3,547.96
2,158.64
3,084.53
1 ,488.1 9
3,596.76
2,531.05
3,476.63
2,167.01
2,413.92
1,238.26
2,394.10
38 Bank: dirdep - WESTAMERICA BANK
Check # Date Employee # Check Amt Direct Deposit
56051
56052
56053
56054
56055
56056
56057
56058
56059
56060
56061
56062
56063
56064
56065
56066
56067
56068
56069
56070
56071
56072
56073
56074
56075
56076
56077
56078
56079
56080
56081
12t23t2021
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Name
SALMAR, RALPH A.

SOTO, JOSE O.

THAO, MENOU A

TORRENCE, J D

TREVINO, CYNTHIA

VALLE, JUAN D

VILLATORO, AGUSTIN
WELCH, PAUL M.

YAMBUPAH, ANGELA C

ACOSTA, JAVIER

EGGLESTON, STEVEN

GARCIA, ANTHONY

GONZALEZ, EDDIE

HUERTA, PAUL

IRAZOQUI, DANIEL T

JASSO, GEORGE

LOPEZ, ALEX

MMARIEGO, MANUEL

MCDANIELS, ANTHONY

MULLIGAN, JOHN

ORONA, CATARINO
PADILLA, JOSE A.

PEREZ, MIKE E.

REYES, ANTONIO P

ROSALES, ESPERANZA

SANI, FRANK

SANTOS, WILLIAM

HERNANDEZ, KEITH

GARCIA, MARIO

SANCHEZ, DERRICK

ZAMORA, JOAQUIN

0.00 0.00

0.00 3,1 'l 0.53
2,977.66
2,488.17
2,264.25
2,881.16
2,891 .1 6
3,442.93
2,304.32
3,509.19
3,1 91 .83
1,448.27
91 0.1 0
2,379.89
1,507.95
1 ,1 03.63
2,471.58
1,655.34
1,502.04
1,853.06
3,671.02
975.08
2,000.69
3,254.30
2,O22.89
1,589.74
2,155.65
1,900.98

38.79 271.51
541.25
1,833.69
259,818.37
259,818.37
Employee Gheck Totals
Bank dirdep Totals (107 Forms)
39 Bank: pybank - WESTAMERICA BANK
Check # Date
58303
58304
58305
58306
58307
58308
58309
5831 0
5831 1

0.00 0.00

0.00 0.00
0"00

0.00 0.00

0.00 12t23t2021
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Employee #
Payee #
026
o57
012
041
030
008
052
010
045
oo7
059
Name

PETRILLE, BRIANA

HURTADO, ESMERALDA

ONTIVEROS, ELI

GONZALEZ, EDGAR W

LADY, BERNIE

WOODS, STEVE

PASTRE, BREE

SMITH, ETHAN

TILLOTSON, LEAH
Employee Check Totals
Total
Payee Totals
Check Amt Direct Deposit
449.29
307.56
271.00
1,176.26
1,409.42
1,296.43

83.11 64.64
164.84
5,222.55 0.00
Check Amt Direct Deposit
252.30
2,745"41

90.00 55.00

75.00 2,124.24
756.16
5,395.56
319.84
320.55
995.20
13,129.26 0.00
13,129.26 0.00
18,351.81 0.00
Bank: pybank - WESTAMERICA BANK
Benefit Checks
Check # Date
58312
5831 3
58314
5831 5
5831 6
5831 7
5831 8
5831 I
58320
58321
58322
Name
AFLAC, ATTN : REMITTANCE PROCESS

AMERICAN FIDELITY ASSURANCE

EXECUTIVE MGMT ORGANIZATION, E

GENERAL EMPLOYEES ASSN, DUES G

MID-MANAGEMENT ASSN, DUES-MM

SANGER FIRE ASSOCIATION, DUES-

SANGER FIRE ASSOCIATION, FOOD

SANGER POLICE ASSOCIATION, DUE

STATE DISBURSEMENT UNIT
STATIONARY ENGINEERS, LOCAL 39

TEXAS LIFE INSURANCE COMPANY
Bank pybank Totals (20 Forms)
40 pychkLst
12t21t2021 8:50PM
Payroll Final Gheck List
City of Sanger
121041202'l to 1211712021- Type 2 Cycle 26
Name

WESTAMERICA BANK

EMPLOYMENT DEVELOPMENT DEPT
CALPERS 457 PLAN
I.C.M.A RETIREMENT TRUST 457
Page;5
Bank: wire - FEDERAL TAX PAYMENT
Benefit Checks
Check # Date Payee #
1756
1757
1758
1759
12t23t2021
12123t2021
12t23t2021
12t23t2021
003
004
o54
006
Total
Payee Totals
Bank wire Totals (4 Forms)
Grand Total
Totals Checks and Direct Deposit (131 Forms)
Check Amt Direct Deposit
69,526.95
7,378.92
1,817.87
1,365.46
80,089.20 0.00
80,089.20 0.00
80,089.20 0.00
98,441.01 259,818.37
358,259.39

0.00 0.00

0.00 0.00
Next Step: Account Posting (AP)
Pay Period is Open (Locked)
1Vo,oyq.q
*)19, fl,c.ItP""1^rt \\-{ S"- gA ,tA'\<- bl>tlat
Page:5
41 Source pay peiod:

No P6nding Benefit Checks
Doc source. Bended code. Fund:

Check Total
42 r'/

SANGER POLICE DEPARTMENT
Monthly Report
February 17,2022

GREG GARNER, CHIEF OF POLICE

CRIME TRENDS
The anticipated increase in crime in December was short-lived, as reported crime fell by l5o/o in January. Violent crime fell by 8%. No robberies or sexual assaults were reported in January. Assaults were down 20Yo. Burglary fell by 80% (1 vs 5) and auto theft was down in January by 50% (2 vs 4).

SIGNIF'ICANT CAI,I,S SERVICE (Dec.2O21l
On January 6, at approximately 7:30pm, Officers responded to the 800 Block of Holt Ave. for a report of a vehicle struck by a bullet. Officers arrived on the scene and an investigation was conducted. Based on the impact marks on the driver's side window, it was determined that the shot more than likely was fired from the county area east of the residence. Additionally, a projectile was recovered from the vehicle and later booked into evidence. No injuries were reported.

On January72, at approximately 3pm, officers responded to a verbal disturbance in the 600 block of Edgar. Upon arrival they contacted all parties and determined that one subject threatened to kill another ofthe subjects living at the residence.

The suspect also had a two prong, metal, meat cleaver object, that she attempted to stab the subject with. The victim said he feared he would be killed, which is why he ran out of the residence. The suspect was placed in custody, booked, and transported to FCJ.
a
a

TRAFFIC ENFORCEMENT
There were no fatal collisions during this reporting period. There was a total of six (6) collisions, a decrease from thirteen (13) in the month of December. Five (5) of the collisions were non-injury. There were no collisions involved an injury, and one (1) involved DUI, one more than the number reported in December. l4l traffic citations were issued in January, with 69 moving violations, 72 non- moving violations.
43 ARRESTS
Officers made a total of Seventy-five (75) arrests (26 felony,49 misdemeanor), including eight (8) DUI & nine (9) Domestic Violence-related arrests.

ANIMAL CONTROL
The ACO responded to Eighty-Five (85) calls for service in January. Twenty- Five (25) dogs were picked up. Two (2) citations were issued, with nine (9) warnings issued. Five (5) animals were reclaimed. There was one (1) report involving a dog bite during the month, and no animals were euthanized.

COMMUNITY EVENTS
We continue in a series of meetings aimed at a community response to dealing with "homelessness." Monthly meetings involving community organizations, mental health care providers, County entities, and elected representatives meet to discuss collaborative methods of effectively dealing with the "homeless" population in Sanger.
o
a
a
44 (-s
San$er Fire Department
Greg Tarascou, Fire Chief
February 8,2022
To: Honorable Mayor and Council Members
Tim Chapa, City Manager
From: Greg Tarascou, Fire Chief
RE: FIRE DEPARTMENT REPORT FOR JANUARY
Starting the new year, the Fire Department continued to remain busy both with the Fire Division and EMS Division. ln January there were 351 calls for service for ambulance services within our area and within surrounding areas. On January 18th we were alerted to a record 25 calls within 2[-hour period. Last year in January ambulances were requested 361 times.

January and February tend to be busy months for medical-aid services.

Crews were also dispatched to 82 requests for services for fire calls, including house fires, grass fires, building fires, vehicle fires and unintentional or false alarm calls. This total equates to 433 calls for service in January, or almost 14 calls per day. Last year in January crews responded to 64 calls for service for the month.

Chute times are measured from the time the station is notified of an alarm to the time the unit goes enroute. For the month of January our chute time remained at 56 seconds, well under our benchmark of 90 seconds. Our travel time is measured from the time the unit is enroute to the time that we arrive on scene. For January our enroute time was 6 minutes, 34 seconds within the City. This is just over our benchmark of 6 minutes.

Staff has continued to meet with Central Valley hospitals regarding the impacts of hospital bed delays on our EMS delivery system. Staff contacted Supervisor Mendes and the County Administrative Officer Paul Neuland to discuss how current policies are affecting the delivery of patients to either waiting rooms or directly into the emergency room and have made recommendations to changes in policy. During the month of January, the EMS Agency reimplemented Policy 57L, Assess and Refer where Paramedics would properly evaluate a patient and based on a set list of parameters would not transport the patient to the hospital 1740 7th Street, Sanger, CA 93657
(559) 875-6568 Fax: (559)875-6611
sang e rf lre@ l, sa ng er. c o. tts
45 but offer alternative recommendations. This is in an effort to the increasing volumes of pre- hospital calls for service, over capacity at our local hospitals and increases in hospital bed delays. ln January we assessed and referred approximately 20 patients to alternative resources instead of to the emergency room for care.

Administratively the Fire Department continues to be very active in the discussions relating to the COVID-L9 virus. Staff has participated in bimonthly conference calls with Fresno County Department of Public Health as well as other local fire and emergency medical service agencies from the Central Valley. As the Omnicom variant of the COVID-19 virus continues the staff have continued to be diligent in the response and protection of the communityand our allied partners. As of today, we are maintaining a level of protection and prevention as recommended by the FCDPH, the CDC and Ca|/OSHA.

I am of course always available to answer any questions you have Seeking Opportunities To Serue
46 For the Meeting of:

Agenda Item No.:

February 77,2022
f-b
CrrYoF SINGER

RE,PORT TO THE, CITY COTJNCIL
To:

From:

Mayor and Councilmembers
Becky Ramirez, City Clerk
Hilda Cantu Montoy, City Attorney
Subject:

Attachments
Remote City Council Meetings Under New Brown Act Requirements (AB 361) Resolution Reauthorizing Remote Teleconference Meetings RECOMMENDATION:

If Council wishes to Continue with Remote Teleconference Meetings, Council needs to adopt the attachedResolutionNo. 2t?2-lo Reauthorizing Remote Teleconference Public Meetings by the City Council and All Boards, Commissions, and Standing Committees of the City in Accordance with Assemblj, Bill361.

EXECUTIVE SUMMARY
On September 16, 2021, Governor Gavin Newsom signed AB 361 into law. AB 361 amends the Brown Act to allow for remote public meetings without having to comply with standard provisions and restrictions for remote meetings under the Brown. AB 361 temporarily writes into the Brown Act some remote meeting requirements the City has already met and implemented under the Governor's prior Executive Orders issued during the COVID-l9 pandemic. AB 361 includes additional requirements in the form of an initial authorizing resolution (effective for up to 30 days) and subsequent resolutions to extend the use of remote meetings for additional periods of 30 days thereafter. The bill included an urgency provision making the law immediately effective upon signature by the Govemor.

At its December 16, 2021, meeting the Council adopted Resolution No. 2021-72 authorizing remote meetings in accordance with AB 361. If the City wishes to continue to utilize remote meetings under AB 361, the City will have to adopt a reauthorizing resolution such as that attached to this staff report.

Ptepared by: Hilda Cantu , City Attorney Approved by:

REVIEW: City .C Finance: City Attorneyi _
TYPE OF ITEM:

Consent
Info Item
Action Item
Department Report
Successor Agency
COUNCIL ACTION: APPROVED DENIED NO ACTION
X
-x-
Public Hearing
Mattet Initiated by a Council Member
Other
Continued to;
47 ATTACHMENT I.

RESOLUTION
48 RESOLUTTON NO. 2022- lO

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANGER

REAUTHORIZING REMOTE TELECONFERENCE MEETINGS BY THE

CITY COUNCIL AND ALL BOARDS, COMMISSIONS, AND STANDING

COMMITTEES OF THE CITY IN ACCORDANCE WITH ASSEMBLY
BILL 361
WHEREAS, on March 4,2020, Governor Gavin Newsom declared a statewide emergency arising from the coronavirus (COVID-19) that remains in effect; and WHEREAS, on March 17, 2020, Governor Newsom issued Executive Order N-29-20 suspending certain provisions of the Brown Act pertaining to teleconferenced meetings; and WHEREAS, on June 11,202I, GovernorNewsom issued Executive OrderN-08-21 which indicated that Executive Order N-29-20's authorization for holding virtual meetings would expire on September 30, 2021; and
WHEREAS, on September 16, 202I, Govemor Newsom signed AB 361 (Rivas) as urgency legislation effective immediately, which provides that legislative bodies may continue to meet remotely during a declared State of Emergency subject to certain conditions; and WHEREAS, the City Council of the City of Sanger adopted a proclamation of a local emergency related to the COVID-19 virus on March 16,2020; and WHEREAS, the City of Sanger ("City") is committed to preserving and fostering public access, transparency, observation, and participation in meetings of the City Council and Boards, Commissions, and Standing Committees (hereafter collectively referred to as "legislative bodies"; and
WHEREAS, all meetings of the City Council and legislative bodies are open and public as required by the Ralph M. Brown Act, Government Code Sections 54950 - 54963, so that any member of the public may attend, observe, and participate in a meaningful way; and WHEREAS, Government Section 54953(bX3) of the Brown Act allows a local legislative body to hold public meetings by teleconference and to make public meetings accessible telephonically or otherwise electronically to all members of the public seeking to attend and to address the local legislative body, as long as the following requirements are met:

1. Each teleconference location from which a member is participating is noticed on the agenda;

2. Each teleconference location is accessible to the public;

3. Members of the public must be able to address the body at each teleconference location;
1 49

4. At least one member of the legislative body must be physically present at the location specified in the meeting agenda; and

5. During teleconference meetings, at least a quorum of the members of the local body must participate from locations within the local body's territorial jurisdiction; and
WHEREAS, the Brown Act, as amended by AB 36I (2021), at Government Code Section 54953(e) et seq., allows for remote observation and participation in meetings by members of a legislative body and members of the public without compliance with the requirements of Government Code Section 54953(b)(3), subject to certain conditions; and WHEREAS, the initial required condition is a declaration of a state of emergency by the Governor pursuant to the California Emergency Services Act at Government Code Section8625, proclaiming the existence of conditions of disaster or of extreme peril to the safety of persons and property within the state and within the boundaries of the City, caused by conditions as described in Government Code Section 8558; and
WHEREAS, the Governor's Proclamation of a State of Emergency includes area within the jurisdictional boundaries of the City; and
WHEREAS, Government Code Section 5a953(e)(3XA-B) added by AB 361 provides an altemative to having public meetings in accordance with Government Code Section 54953(b)(3) when City Council has reconsidered the circumstances of the COVID-I9 state of emergency and that the following circumstances exist:

1. The state of emergency as a result of COVID-l9 continues to directly impact the ability of the members of City Council and the members of the City's Boards, Commissions, and Standing Committees to meet safely in person; and

2. The State of California and the County of Sanger continue to recommend measures to promote social distancing.

WHEREAS, Government Code Section 54953(e) et seq. further requires that state or local officials have imposed or recommended measures to promote social distancing or the legislative body finds that meeting in person would present an imminent risk to the health or safety of attendees; and
WHEREAS, such conditions now exist in the City in that (i) State and Local officials recommend social distancing measures and (ii) emergency conditions evidenced by COVID-l9 and its variants create ongoing COVID-l9 cases, hospitalizations, and deaths and meeting in person would present imminent risk to health or safety of attendees; and WHEREAS, the City Council affirms that it will allow for observation and participation by Council Members as well as Board, Commission, and Standing Committee Members and the public viaZoom in an effort to protect the constitutional and statutory rights of all attendees; and 2 50
WHEREAS, on December 16, 2027, the City Council adopted Resolution No.202I-72 Authorizing Remote Teleconference Meetings by the City Council and all Boards, Commissions, and Standing Committees of the City in Accordance With Assembly Bill 361; and WHEREAS, Government Code Section 5a953(e)(3) requires that the City Council review the need and make findings for continuing the teleconferencing as authorized by AB 361 at least once every thirty days until the Govemor terminates the state of emergency; and WHEREAS, the Council wishes to affirm the need and findings necessary for continuing the teleconferencing as authorized by AB 361.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANGER
HEREBY RESOLVES AS FOLLOWS:

Section 1. The above recitals are true and correct and are incorporated herein by this reference.

Section 2. The City Council finds that the state of emergency conditions related to COVID-19 as set forth in the Governor's and City's Proclamations of Emergency and are on- going.

Section 3. The City Council further finds that state and county official recommend social distancing conditions causing imminent risk to attendees as described above exist.

Section 4. The City Council hereby recognizes and affirms the existence and conditions of a state of emergency in the City of Sanger as proclaimed by the Governor and the City Council and affirms, authorizes, and proclaims the existence of a local emergency throughout the City.

Section 5. The City Council finds that the state of emergency as a result of COVID-I9 continues to directly impact the ability of members of the City Council and the members of the City's Boards, Commissions, and standing committees to meet safely in person and such fact creates an imminent health risk to such members.

Section 6. The City Council hereby authorizes the City Council and all of the Boards, Commissions, and Standing Committees of City to conduct their meetings without compliance with Government Code Section 54953(b)(3), and to instead comply with the remote meeting requirements as authorizedby Government Code Section 54953(e) et seq.

Section 7. The City Manager and City Clerk are authorizedanddirected to take all actions reasonably necessary to carry out the intent and purpose of this Resolution, including, conducting open and public meetings remotely in accordance with Government Code Section 54953(e) et seq., and other applicable provisions of the Brown Act, for all City Council meetings, and all Boards, Commissions, and standing committee meetings of the City.

Section 8. This Resolution shall take effect on February 17,2022, and shall be effective for thirty days or until such time as the City Council adopts a Subsequent Resolution in accordance aJ
51 with Government Code Section 5a953(e)(3) to extend the time during which the City Council and all City legislative bodies may continue to meet remotely, without compliance with Government Code Section 54953(b)(3), but otherwise as permitted by Government Code Section 54953(e) et seq.

The foregoing Resolution was considered by the City Council of the City of Sanger at a regular meeting of said Council held on the 17ft day of February 2022 andadopted by the following vote:
{(**rF
COUNCILMEMBERS:

COTiNCILMEMBERS:

COLINCILMEMBERS:

COUNCILMEMBERS:

AYES:

NOES:

ABSTAIN
ABSENT:

Rebeca P. Ramirez, City Clerk
4 52
Fot the Meeting of: February 77,2022
Agenda Item No.: F _7
CrrYoF SINGER

RE,PORT TO THE, CITY COUNCIL
To:

From:

Subject:

Attachments:

Mayor and Councilmembers
Greg Tarascou, Fire Chief
Out of State Travel Request
None
e.
tuApproved by:

Finance:

CONFLICT OF INTEREST:

None known.

RECOMMENDATION:

That the City Council approves the out of State travel and training for the Fire Department Administrative Secretary to attend the National Conference on Ambulance Revenue Cycle, Management and Compliance (abc360) in Las Vegas, Nevada from March 8 - 10, 2022.

EXECUTIVE SUMMARY:

The abc360 Conference is the Nation's largest and most comprehensive educational event for ambulance industry billing, coding and compliance and administrative professionals. This is the west coast event that is the closest to Sanger. As the City has returned to ambulance billing in-house, the information obtained from these classes will be invaluable in ensuring that our staff have the most up to date knowledge on the intricacies of ambulance coding and billing.

BACKGROUND:

In the summer of 2018 the responsibility of ambulance billing was returned to the City after several decades of contracting out this service. The process of ambulance billing and working with Federal, State and private insurance companies for proper and responsible billing of patients is dynamic, with laws and statutes changing frequently, especially in the areas of compliance and patient privacy. The Ptepared by:

REVIEW: City \ City Attorney: _
TYPE OF ITEM:
x
x
Consent
Info Item
Action Item
Department Report
Redevelopment Agency
COUNCILACTION: APPROVED DENIED NOACTION
Public Hearing
Matter Initiated by a Council Member
Othet
Continued to:
53 proposed conference will provide the training and education necessary to ensure that the administrative staff of the Fire Department have recent and relevant knowledge in ambulance billing practices.

REASON FOR RECOMMENDATION:

This training and educational event is only offered in Las Vegas on the west coast. There are no local or online courses available.

FISCAL IMPACT:

The total cost to attend the course including flight, hotel, per diem and registration fees is $1233.00. There are sufficient funds to cover the cost of this training within the Ambulance Division budget.

ALTERNATIVES:

Do not approve the request in which case the staff will not attend the conference.

ACTIONS F'OI,I APPROVAL:

Upon approval the normal travel and training forms will circulate through the City Manager's Office. \\nas l\shared\Forms & Templates
54 For the Meeting of: Febtuary 77,2022
CrrY oF SnNGER

RE,PORT TO THE, CITY COUNCIL
Agenda Item No.: F-t
To:

From:

Subject:

Mayor and City Council
Joshua Rogers, City Engineer
Final Acceptance for Road Reconstruction Project -
K Street from Sth to 10th Street, 8th Street from Faller Ave to L Street and Lyon Avenue from Webster Ave to 9th Street
Attachments:

Notice of Completion
Change Order #1
Project Photos
CONFLICT OF INTEREST:

None known.

RECOMMENDATION:

Staff recommends that the City Council:

I . Accept the work for the Reconstruction of K Street from 5th to 10th Street, 8th Street from Faller Avenue to L Street and Lyon Avenue from Webster Avenue to 9th Street in the amount of 51,222,590.03; and

2. Authorize recordation of the Notice of Completion with the Fresno County Recorder;

3. Authorize payment of 5%o retention in the amount of $61,129.50 to AJ Excavation, Inc. upon expiration of the 35-day lien period.

EXECUTIVE SUMMARY:

The contractor, AJ Excavation, Inc, has completed all improvements for the subject project. All work was completed in accordance with the plans, specifications, and contract documents, and performed to the satisfaction of the City Engineer.

Prepared by: Approved by:

REVIEW: City Finance: Ciry Attorneyi _
TYPE OF ITEM: COUNCIL ACTION: APPROVED DENIED NO ACTION

1. 2.

J.
x Consent
Info Item
Action Item
Department Report
Redevelopment Agency
Public Hearing
Matter Initiated by a Council Membet
Othet
Continued to:

X
55 BACKGROUND:

This project consisted of pavement reconstruction and rehabilitation, along with concrete restoration work for curbs, gutters and sidewalk where needed, reconstruction of curb ramps for ADA compliance, new upgraded roadway signing and striping, and construction of new storm drain improvements on 8th Street to address existing drainage deficiencies in that area.

There was one contract change order (see Attachment 2) executed during the project, totaling $5,412.00, which was for striping new stop bars and refreshing existing roadway striping in the area of the new improvements.

Some completed project photos are shown in Affachment 3.

REASON F'OR RECOMMENDATION:

The project construction work has been completed by the Contractor to the satisfaction of the City Engineer.

FISCAL IMPACT:

The final construction contract cost is $1,222,590.03. Total construction phase costs, including construction management, inspection and material testing, were approximately $1,463,500. The project was funded by a combination of TDA Article 8, Gas TaX/RMRA and Measure C Flexible funds.

ACTIONS FOLLOWING APPROVAL:
l. The Notice of Completion will be recorded.

2. The 5Yo retention, in the amount of $61,129.50, will be released no later than 35 calendar days following recordation of the Notice of Completion, provided no liens have been filed. 56 ATTACHMENT 1
57 RECORDING REQUESTED BY AND MAIL TO
NAME: CITY CLERK, CITY OF SANGER
STREET: 1700 7TH STREET
CITY & STATE: SANGER. CA 93657
Exempt from fee per Government Code 6103
from fee Govemment Code27383

NOTICE OF COMPLETION

1. The City of Sanger, a municipal corporation, 1700 7th Street, Sanger, California, is the OWNER of the property hereinafter described.

2. The name of the Contractor who caused the work of improvement to be done is AJ Excavation,Inc.

3. The property on which the work of improvements was accepted is located along K Street, 8th Street and Lyon Avenue in the City of Sanger, County of Fresno, California.

4. The work for the Reconstruction of K Street from 5th to lOth Street, 8th Street from Faller Ave to L Street and Lyon Avenue from Webster Ave to 9th Street included pavement reconstruction and rehabilitation, concrete restoration work for curbs, gutters and sidewalk where needed, reconstruction of curb ramps for ADA compliance, new upgraded roadway signing and striping, and construction of new storm drain improvements on 8th Street.

5. The work of improvements as described herein was completed by the Contractor on February 4,2022 and accepted by Sanger City Council on February 17,2022.

6. The Security for the Labor and Material Bond is issued by Travelers Casualty and Surety Company of America, Hartford CT.

CITY OF SANGER, a municipal corporation
Joshua D. Rogers, City Engineer
I, the undersigned say; I am the person who signed the signed notice. I have read the above notice and lcnow its contents, and the facts stated therein are true by my own lcnowledge.

I declare under penalty of perjury that the foregoing is true and correct.

Executed at Sanser. California, this l7fuday of Februarlt. 2022.

Joshua D. Rogers, City Engineer
58 ATTACHMtr,NT 2
59 ORDER NO, ,|
DATE '1t4t2022

STATE CA
COUNTY Fregno

CONTRACT CHANGE ORDER
CONTRACT FOR RECONSTRUCTION OF K ST, 8TH ST, & LYON AVE FEDERALPROJECTNO. N/A

OWNER CITY OF SANGER
TO: AJ tNc.

CONTRACTOR
Original Contract Amount:

Revised Contract Amount
Original Gontract Time:

Original Contract Completion Date:
$1,254,684.00
re
80 1012712021
You are hereby requested to comply with the following changes from the contract plans and specifications; and Price
TOTALS 12.00
IN CONTRACT 2.OO
See attached.

The amouni of the Contract will be lncreased by the sum of: $5,412.00 The Contract Total including this and previous Change Orders will be: s1,260,096.00 The Contract period provided for completion will be (lncreased):

This document will become a supplement to the contract and all provisions will apply hereto.

Requested 117122
Recommended 1t7t22
Engineer

DECREASE
in Contract Price
$0.00
Accepted
CiU Manager
I
(Date)
60 ORDER NO, 1
DATE 1t4t2022

STATE CA
COUNTY Fresno

CONTRACT CHANGE ORDER
CONTRACT FOR RECONSTRUCTION OF K ST, 8TH ST, & LYON AVE FEDEML PROJECT NO. N/A

OWNER CITY OF SANGER
TO: A.J rNc.
coNrRACrOR
Original Contract Amount:

New Contract Amount
Change Order Amount
Original Contract Time:

Original Contract Completion Date:
$1,2r4,684.00
re
$5,412.00
80 10127t2021
Chenoe Order Item of Work DescrlDtion

1.1 Addltional Striplng Stop Bars and Refresh ExisUng Strlping The contractor shall complete the additional striping and refresh the existing stiping at the locations shown on the exhibit attached and shall be installed in accordanca with the City Standard Specifications Section 32. 61 ATTACHMtr,NT 3
62 63
-
64 65
. f
66 67
68 69
Fot the Meeting of; February 77,2022
CrrYoF SINGER
RE,PORT TO THE. CITY COUNCIL
Agenda Item No.:

F- 1
To:

From:

Subject:

Mayor and City Council
Joshua Rogers, City Engineer
Final Acceptance -
Bethel Avenue Sidewalk and Bicycle Lanes Project
Attachments:

Notice of Completion
Change Orders #1-3
Project Photos
CONFLICT OF INTEREST:

None known.

RECOMMENDATION:

Staff recommends that the City Council:

1. Accept the work for the Bethel Avenue Sidewalk and Bicycle Lanes project in the amount of $878,430.33; and

2. Authorize recordation of the Notice of Completion with the Fresno County Recorder;

3. Authorize payment of 5o/o retention in the amount of $43,921.52 to Avison Construction, Inc. upon expiration of the 35-day lien period.

EXECUTIVE SUMMARY:

The contractor, Avison Construction, Inc, has completed all improvements for the subject project. All work was completed in accordance with the plans, specifications, and contract documents, and performed to the satisfaction of the City Engineer.

Prepared by: Approved by:

REVIEW: City Finance: City Attomeyi _

1. 2.

3. TYPE OF ITEM: COUNCILACTION
X Consent
Info Item
X Action Item
Deoartment Reoort
Redevelooment Asencv

APPROYED DENIED NO ACTION
Public Hearing
Mattet Initiated by a Council Member
Othet
Continued to:
70 BACKGROUND:

This project consisted of two different work scopes including federal participating and non- participating work. The participating work was for the work scope which is consistent with the Congestion Mitigation and Air Quality Improvements (CMAQ) funding, namely the construction of sidewalk and bicycle lanes. The non-participating work was associated with the continuance of storm drain pipeline installed in Bethel Avenue from Jensen Avenue to Rotary Basin. The construction of the bike lanes and sidewalk provide important connectivity for those active transportation modes between North Avenue and other areas of the city to the north.

There were three change orders executed during the project (see Attachment 2) totaling $78,379.30, primarily related to the trenching and re-paving of trenches for the storm drain installation.

Some completed project photos are shown in Attachment 3.

REASON FOR RECOMMENDATION:

The project construction work has been completed by the Contractor to the satisfaction of the City Engineer.

FISCAL IMPACT:

The final construction contract cost is $878,430.33. Total construction phase costs, including construction management, inspection and material testing, were approximately $991,500. The project was funded by a combination of CMAQ, Measure C Streets, Measure C Bicycle and Storm Drain Impact Fees.

ACTIONS FOLLOWING APPROVAL:

1. The Notice of Completion will be recorded.

2. The 5%o retention, in the amount of $43,921.52, will be released no later than 35 calendar days following recordation of the Notice of Completion, provided no liens have been filed. 71 ATTACHME,NT 1
72 RECORDING REQUESTED BY AND MAIL TO:

NAME: CITY CLERK. CITY OF SANGER
STREET: 17007THSTREET
CITY & STATE: SANGER, CA93657
Exempt from fee per Government Code 6103
from fee Government Code27383

NOTICE OF COMPLETION

1. The City of Sanger, a municipal corporation, 1700 7th Street, Sanger, California, is the OWNER of the property hereinafter described.

2. The name of the Contractor who caused the work of improvement to be done is Avison Construction, Inc.

3. The property on which the work of improvements was accepted is located along Bethel Avenue between North and Annadale Avenues in the City of Sanger, County of Fresno, California.

4. The work for the Bethel Avenue Bicycle Lanes and Pedestrian Improvements Project included construction of new concrete sidewalk, curb ramps and valley gutter, striping and signage for new bicycle lanes, and the installation of storm drain pipeline and structures.

5. The work of improvements as described herein was completed by the Contractor on January 13,2022 and accepted by Sanger City Council on February 17,2022.

6. The Security for the Labor and Material Bond is issued by Travelers Casualty and Surety Company of America, Hartford CT.

I declare under penalty of perjury that the foregoing is true and correct.

Executed at Sanger. California, this ITth day of February. 2022.

Joshua D. Rogers, City Engineer
73 ATTACHME,NT2
74 ORDER NO. 1
DATE 7F]4t2021

STATE CA
COUNTY Fresno

CONTRACT CHANGE ORDER
CONTRACT FOR BETHELAVE BICYCLE I.ANES & PEDESTRIAN IMPROVEMENTS FEDERALPROJECT NO. CML-5197(030)
OWNER CIfi OF SANGER
TO: AVISON CONSTRUCTION. INC.

CO'VIRACIOR
Original Contract Amount:

Revised Contract Amount
Original Contract Time:

Original Contract Completion Date:
$799,414.00
m
45 8116t2021
You ar€ hereby requested to comply with the following changes from the contract plans and specifications:

Plans and tn

1.1 TOTALS
CONTRACT 1.29
See MEMO and back up documentation attached
The amount of the Contract will be Increased by the sum of: $45,011.2S The Contract Total including this and previous Change Orders will be: $u4,42s.29 The Contract period provided for completion will be (lncreased):

This document will become a supplement to the conhact and all provisions will apply hereto Requested nnfurd l.. tVeuman 8/3/2r
COntrAator
Recommended

DECREASE
in Contrsct Price

0.00 Accepted
Manager
av
(Date)
75 ORDER NO. 1
DATE 7t30t2021

STATE CA
COUNTY Fresno

CONTRACT CHANGE ORDER

CONTRACT FOR BETHEL AVE BICYCLE IXNES & PEDESTRIAN IMPROVEMENTS FEDERAL PROJECT NO. CML-5197(030)

OWNER CITY OF SANGER
TO: AVISON CONSTRUCTION, INC.

CONTRACTOR
Original Contract Amount:

New Contract Amount
Change Order Amount
Original Contract Time:

Original Contract Completion Date:
$799,414.00
$844,425,29
$45,0'l 1.29
45 8t16t2021
Chanoe Order Item of Work Description

1.'l Additional 7388 SF Trench Paving - 7" AC Plug
The contractor shall pave the extended trench limits per the exhibit provided, the exhibit reflects an additional 7388 SF of asphalt at 7" thick. The permanent resurfacing shall be per City Standard Detail ST-29 Type C. Permanent trench resurfacing shall match the surrounding existing roadway pavement grade after compaction. The contractor shall be paid in the lump sum amount per the estimate provided.
76 i
j
I
1 I
I
l
i
l
I
ORDER NO. 2
DATE 10t18t2021

STATE CA
COUNTY Fresno

CONTRACT CHANGE ORDER

CONTRACT FOR BETHEL AVE BICYCLE LANES & PEDESTRIAN IMPROVEMENTS FEDERAL PROJECT NO. CML-s197(030)

OWNER CITY OF SANGER
TO: AVISON CON cTroN, tNc

CONTRACTOR
Original Contract Amount:

Revised Contract Amount
Original Contract Time:

Original Contract Completion Date
$799,414.00
$844,425.29
45 at ro-va,
You are hereby requested to complywith the following changes from the contract plans and specifications:
nges
Plans and in Contract Price

2.1 Additional n to Unforeseen
Sandy Soil Conditions

2.2 Weekend Work to Expedite Storm Drain Trench Paving and Storm Drain Crossings on Bethel - Overtime Wage Difference $4,503.45

2.3 Additional Striping and Pavement Markings $4,128.99 TOTALS

NET CHANGE IN CONTRACT PRICE
$31 511.54
1 1.54
JUSTIFICATION:

See MEMO and back up documentation attached.

The amount of the Conhact will be lncreased by the sum of: $31,511.54 The Contract Total including this and previous Change Orders will be: $875,936.83 The Contract period provided for completion will be (lncreased):

This document will become a supplement to the contract and all provisions will apply hereto Requested
0 Recommended %...

Contractor (Date)
10126121
City Engineer (Date)

DECREASE
in Contract Price
$0.00
Accepted
City Manager (Date)
77 ORDER NO. 2
DATE 10t18t2021

STATE CA
COUNTY Fresno

CONTRACT CHANGE ORDER

CONTRACT FOR BETHEL AVE BICYCLE LANES & PEDESTRIAN IMPROVEMENTS FEDEML PROJECT NO. CML-5197(030)

OWNER CITY OF SANGER
TO: AVISON CONSTRUCTION rNc

CONTRACTOR
Original Contract Amount:

Previous Contract Amount
New Contract Amount
Change OrderAmount
Original Contract Time:

Original Contract Completion Date:
$799,414.00
$844,425.29
$87s,936.83
$31,511.s4
45 8t16t2021
Chanoe Order ltem of Work Description

2.1 Additional Trench Backfill and Compaction Due to Unforeseen Sandy Soil Conditions The contractor notified the City regarding the sandy soil conditions in RFI 02, the City provided direction to proceed with the additional backfilling and compaction where the trench walls failed.The contractor shall backfill and compact the storm drain trench per the City standard specificaitons section 26-1 1 Repaving trenches and per City Standard Detail ST-29 Type C. The contractor shall be paid in the lump sum amount per the estimate provided.

2.2 Weekend Work to Expedite Storm Drain Trench Paving and Storm Drain Crossings on Bethel - Overtime Wage Difference
The contactor would be compensated in a lump sum amount for the difference between the overtime wage and normal wage for the contactor's field crew onsite performing the weekend work. The contractor would provide proof of the Overtime wages per the certified payroll to confirm the hours and wages to determine the difference in premium pay. The work associated is contract work however the City directed the contractor to perform weekend work.

2.3 Additional Striping and Pavement Markings
The contractor will be compensated in a lump sum amount per the estimate submitted. The inspector observed the extra work performed and documented the time it took to completed the work. The additional striping and pavement markings shall be installed in accordance to Section 32 of the City Standard Specifications. 78 ORDER NO. 3
DATE 11t5t2021

STATE CA
COUNTY Fresno

CONTRACT CHANGE ORDER

CONTRACT FOR BETHELAVE BICYCLE LANES & PEDESTRIAN IMPROVEMENTS FEDERAL PROJECT NO. CML-s197(030)

OVI'NER CITYOF SANGER
TO: AVISON CONSTRUCTION, INC.
6!A/IRACIOR
Original Contract Amount:

Revised Contract Amount
Origlnal Contrad Timo:

Original Contract Completion Date:
$799,414.00
re
45 w16EO21
You are hereby requested to comply with the following changes from the contrect plans and specifications:

Description of
in Contract Price
Repair on near

NET CHANGE IN
TION
See MEMO and back up documentation ettiached.

The amount of the Contract will be lncreased by the sum ot $1.856.47 The Contraci Total including this and previous Change Orders will be: $877.793.30 The Contract period provided for comptetion wilt be (lncreased):

This document will become a supplement to the contract and all provisions will apply hereto 0 Requested nnlul J. LVetaman t2lrsl2t
Recommended

DECREASE
in Contract Price
$0.00
Accepted
cw
\z
12/1 1
79 i
I
ORDER NO. 3
DATE 11t5t2021

STATE CA
COUNTY Fresno

CONTRACT CHANGE ORDER
CONTRACT FOR BETHEL AVE BICYCLE I.ANES & PEDESTRIAN IMPROVEMENTS FEDERAL PROJECT NO. CML-5197(030)
OWNER CIry OF SANGER
TO: AVISON CONSTRUCTION. tNc.

CONTRACTOR
Original,Contract Amount:

Previous Contract Amount
New Contract Amount
Change Order Amount
Original Contract Time:

Original Contract Completion Date:
$799,414.00
$844,425.29
$875,936.83
$31,511.s4
45 8t16t2021
Ghanqe Order ltem Scope of Work Descriotion

3.1 Depressed Water Valve Repair on Bethel and Almond Ave near Sta 19+35 The depressed water valve shall be raised to grade and shall conform to the provisions in Section 25-4 of the City Standard Specifications. This extra work shall be paid in the lump sum amount of $1,856.47 per the estimated submitted The lump sum cost shall include compensation for furnishing all labor, materials, tools, and equipment for adjusting the valve frame and cover to finish paving grade with a concrete collar and asphalt concrete surfacing. 80 ATTACHMENT 3
81 82
83 84
85 Fot the Meeting of: February 77,2022
Agenda Item No.: F- t O
CrrYoF SINGER
RE,PORT TO THE, CIry COUNCIL
To:

From:

Subject:

Attachments:

Mayor and City Council Members
Greg Garner, Chief of Police
Acceptance of Patrick Leahy Bulletproof Vest Partnership Grant Resolution No. eo22 -l I
CONFLICT OF INTEREST:

None known.

RECOMMENDATION:

That the City accept the Patrick Leahy Bulletproof Vest Partnership (BVP) Grant in the amount of $5953.00 to offset the costs of replacement of expired ballistic vests for current officers and the purchase of new vests for new officers and adopt Resolution No.2oa) - ll approving a FY 2021122 budget amendment for acceptance of the grant.

EXECUTIVE SUMMARY:

The Patrick Leahy Bulletproof Vest Partnership (BVP), created by the Bulletproof Vest Partnership Grant Act of 1998 is a unique U.S. Department of Justice initiative designed to provide a critical resource to state and local law enforcement.

This grant covers half the cost of each new vest purchased by the agency. The vests our officers wear must be replaced every 5 years per manufacturer recommendations. That cost is significant (approximately $985 per vest). We applied for the grant in April of 2021 and received notice of the award in October 2021. The city has previously put in for and received this grant in the past.

Prepated by: Lt. Jason Approved by: Chief Greg Garnet
REVIEW: City Finance: Citv Attornev:

TYPE OF ITEM COUNCIL ACTION: APPROVED DENIED NO ACTION
Consent
Info Item
Action Item
Depattment Repott
Redevelopment Agency
Public Hearing
Matter Initiated by a Council Member
Other
Continued to:
86 BACKGROUND:

Since 1999, the BVP program has awarded more than 13,000 jurisdictions a total of $522 million in federal funds for the purchase of over one million vests (1,441,013) as of November 2020.

Following two years of declining law enforcement officer line-of-duty deaths, the country realized a dramatic 37 percent increase in officer deaths in 2010. Fifty-nine of the 160 officers killed in 2010 were shot during violent encounters; a20 percent increase over 2009 numbers. The U.S. Department of Justice is committed to improving officer safety and has undertaken research to review and analyze violent encounters and law enforcement officer deaths and injuries. Due to the increase in the number of law enforcement officer deaths, coupled with our renewed efforts to improve officer safety, beginning with FY 2011, in order to receive BVP funds, jurisdictions must certifi', during the application process, that all law enforcement agencies benefitting from the BVP Program have a written "mandatory wear" policy in effect. This policy must be in place for at least all uniformed officers before any FY 2011 funding can be used by the agency. There are no requirements regarding the nature of the policy other than it being a mandatory wear policy for all uniformed officers while on duty. BJA strongly encourages agencies to consult the Intemational Association of Chiefs of Police's Model Policy on Body Armor and to strongly consider all recommendations within that policy. This policy change was announced in October 2010 by Attomey General Holder after consulting with and receiving input from the law enforcement community.

The Sanger Police Departrnent is in compliance with this requirement. The Police Departrnent has put in for and received this grant 10 times over the last 21 years and has been approved for a total of $62, 421.86 during that time.

REASON FOR RECOMMENDATION:

This US Department of Justice Grant will offset the costs associated with the purchase and replacement of the vests.

FISCAL IMPACT:

The cost of supplying the vests falls to the Police Dept. This grant will split that cost in half. The city will save approximately $5953 over the course of the grant cycle which expires 8131123.

ALTERNATIVES:

That the Council not accept the grant and the Police Dept. fully funds the cost for new and expired vests. That projected cost is $11,820 this year.

ACTIONS FOLLOWING APPROVAL:

Purchases of vests will be split between the generat fund and the grant. \\nas l\shared\Forms & Templates
87 RESoLUTToNNo. 2ol )-lt

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANGER APPROVING A 2O2II2O22 BUDGET AMMENDMENT FOR THE ACCEPTANCE OF THE PATRICK

LEAHY BULLETPROOF VEST PARTNERSHIP
WHEREAS, the City of Sanger Annual Budget requires amendments to adjust the estimated revenues and appropriations to reflect the City's financial plan; and WHEREAS, the annual budget contains the estimated revenues and appropriations necessary to implement the City Council's policies, goals and objectives; and WHEREAS, during the fiscal year, unforeseen circumstances, changed economic conditions or spending priorities may require budget adjustments; and WHEREAS, the City of Sanger Police Dept. has received an allocation for FY 2021from the US Dept of Justice's PATRICK LEAHY BULLETPROOF VEST PARTNERSHIP in the amount of $5953.00 for the purchase of equipment made in202ll2022FY; and WHEREAS, the City Council of the City of Sanger does hereby find that it would be in the best interest of the City to revise the estimated revenues and appropriations and a budget amendment for FY 202112022 appropriating the funds in the amount of $ 5953.00 is necessary to reimburse the City for the purchase of Bulletproof vests for our officers when the grant is accepted by Council and the purchases are made.

NOW THEREFORE, IT IS HEREBY RESOLVED, that the City Council of the City of Sanger, State of California;

1. Annual budget for FY 202112022 be amended as set forth in exhibit "A" for Revenue Adjustments and for Appropriation Adjustments which are attached hereto and incorporated herein by reference and are hereby approved, and the Finance Director is hereby authorized and directed to record the appropriate accounting entries.
,l.,F r& * * * :F * {. * :* * *,1. {. * :*
The foregoing resolution was considered by the City Council of the City of Sanger at a regular meeting of said Council held on the 17th day of February 2022 and approved by the following vote:

AYES:

NOES:

ABSTAIN
ABSENT:

COUNCILMEMBERS:

COLINCILMEMBERS:

Rebeca P. Ramirez, City Clerk
88 Gity of Sanger
Fiscal lmpact of Proposed Resolution and
Budget Adjustment approved by Council
Accounting Use Only
B ud get Adj u stment N u mber :
5953
5953
Date:

Date:

Resolution Number:

Date:

Reason for tn
Estimated Additional
Estimated Revenues Available:
and/or revenue estimate:

Department Head Signature
Finance Director's Signature
City Manager's Signature
grant allocation from FY 2021 US DOJ Patrick Leahy Bulletproof vest Partnership grant in the amount of $ 5953 in FY 21the 22 for the purchase of new vests.

Fund Name Program Name
Fund
No.

Dept.

No.

Prgm
No.
object
No.

Appropriation
Amount
Patrick Leahv BVP Police Department 271 040 101 8440
Iotal Requested Appropriation : 5.953.00$
Current 201 9-2020 AooroDriation
Adiusted Total Appropriation $ 5.953.00
Fund Name Program Name
Fund
No.

Dept.

No.

Prgm
No.
object
No.

Est. Revenue
Amount
ratrick Leahy BVP Police Deoartment 271 040 101 8440
fotal Estimated Additional Revenue: $ 5,953.00
Current 201 9-2020 Estimated Revenue:

Adiusted Total Estimated Revenue: $ 5.953.00
\\nas1\shared\Forms Templates - 12115110
Date:
89 Fot the Meeting of: February 77,2022
Agenda Item No.:
f- _ I I
CrrYoF SaNGER
RE,PORTTO THE. CITY COUNCIL
To:

From:

Subject:

Attachments:

Mayor and Council Members
Esperanza Rosales, Management Analyst
State Water Resource Control Board - California Water and Wastewater Arrearage Payment Program
1) Resolution No. 2022- | '
2) Exhibit A - Budget Amendment
CONFLICT OF INTEREST:

None known.

RECOMMENDATION:

Staff recommends that the City Council approve Resolution No. 2022- ly , approving a budget adjustment to the Fiscal Year 2021-2022 budget to record the receipt and appropriation of $136,063.82 from the State Water Resource Control Board (SWRCB) for the California Water and Wastewater Arrearage Payment Program (CWWAPP) for drinking water arrearages.

EXECUTIVE SUMMARY
The SWRCB is administering the CWWAPP to provide community water systems with financial relief for unpaid water bill debt from their residential and commercial customers. The program utilizes funds from the American Rescue Plan Act of 2021to make direct payments to community water systems to cover customer arrearages, or past due bills, brought on during the COVID-I9 pandemic. City staff submitted a funding request to SWRCB for the first allocation of CWWAPP funds that covers the unpaid water debt of customer utility bills during the specified period of March 4,2020 through June 15, 202I.

The SWRCB has recently launched the application for the second allocation of program funding that will cover the unpaid wastewater debt of customer utility bills for the same specified period. City staff is working on compiling data for the second allocation of program funding for wastewater arrearages.

Prepared by: Approved
REVIEW: City Manager Finance Citv Attornev:

TYPE OF ITEM: COUNCIL ACTION: APPROVED DENIED NO ACTION X Consent
Info Item
Action Item
Department Report
Redevelopment Agency
Public Headng
Matter Initiated by a Council Member
Othet
Continued to:

X
90 BACKGROUND:

The State legislature allocated $985 million in federal funding to provide relief to community water and wastewater systems for unpaid utility bills related to the pandemic. The funds are being administered by the State Water Resource Control Board (SWRCB) through the California Water and Wastewater Arrearage Payment Program (CWWAPP). The CWAPP will provide one-time funding to assist with water and wastewater revenue losses due to unpaid utility bills. The program initially prioritizes customer water arrearages and will extend to wastewater arrearages with remaining funding.

The SWRCB conducted a state-wide survey in September202I to determine the total amount of drinking water debt accumulated in the state between March 4,2020,and June 15,202L City staff compiled the data for submission of the survey. Subsequently, the SWRCB launched the application for the first allocation of program funding for water affearages to all community water systems that completed the survey and reported arrearages.

The City provided information in the application request to the SWRCB for the specified period. At the time of application, 808 residential and commercial customer accounts had eligible unpaid water bill debt in the amount of $132,100.80. In addition, the SWRCB allowed community water systems to request up to 3Yo of the eligible arrearage amount, 53,963.02, for use towards administrative costs. The grand total requested was $ 1 36,0 63.82.

Important points about the first allocation of the CWWAPP:
o At the time the City receives program funding, the funds will only cover the unpaid water portion of the customer's unpaid balance for the specified period of March 4,2020 through June 15,202I o There is no income qualification for the program and customers do not need to apply. . The City will credit eligible residential and commercial customer accounts within 60 days of receiving funds and in consistency with the program guidelines. o Customers will remain liable for any portion of their water debt not covered by the program. o The City will offer payment plans to customers for remaining utility bill balances.

REASON FOR RECOMMENDATION:

Many Sanger residents and businesses have been negatively impacted by COVID-I9 and were unable to pay their utility bills due to job loss and other hardships.

F'ISCAI, IMPACT:

Funds received will provide financial relief for unpaid water bills and reduce the City's water fund anearages.

ALTERNATIVES:

Do not approve the resolution, forfeit the funds, customers will not receive credits for the unpaid water portion of their utility bill and will remain liable for all remaining utility bill balance.

ACTIONS FOLLOWING APPROVAL:

City staff will record the budget amendment and will continue to apply credits to the eligible accounts 91 ATTACHMENT 1
92 RESOLUTION NO. 2022- T Z

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANGER APPROVING 4202I.2022 FISCAL YEAR BUDGET AMENDMENT FOR THE ACCEPTANCE OF

FUNDS FROM THE STATE WATER RESOURCE CONTROL BOARI)
WHERAS, the City of Sanger Annual budget requires midyear amendments to adjust the estimated revenues and appropriations to reflect the City's financial plan; and WHEREAS' the annual budget contains the estimated revenue and appropriations necessary to implement the City Council's policies, goals and objectives; and WHEREAS, during the fiscal year, unforeseen circumstances, changed economic conditions or spending priorities may require budget adjustments; and WHEREAS, the City Council of the City of Sanger does hereby find that it would be in the best interest of the City to revise the estimated revenues and appropriations; and WHEREAS, a budget amendment appropriating funds in the amount $136,063.82 is necessary to record the receipt of the funds from the State Water Resource Control Board.

NOW THEREFORE,IT IS HERBY RESOLVED by the City Council of the City of Sanger that the Annual Budget be amended as set forth in Exhibit "A" for Revenue Adjustments and Appropriation Adjustments which are attached hereto and incorporated herein by reference and are herby approved, and the Administrative Services Director or his designated staff is hereby authorized and directed to record the appropriate accounting entries. * *,F :1. * * !t * * !& * * {< r* r*
The foregoing Resolution was considered by the City Council for the City of Sanger, California, at a regular meeting of said Council held on the 17th day of February 2022, and adopted by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Councilmembers:

Rebeca P. Ramirez, City Clerk
93 ATTACHMENT 2
94 City of Sanger
Fiscal lmpact of Proposed Resolution and
Budget Adjustment approved by Council

EXHIBIT IIAII
Accept funds from State Water Resource Control Board for Accounting Use Only
B u dget Adi u stment N u mber :

Resolution Number: 2022 -
Date: February 17,2022
Reason for change in appropriation:

California Water and Wastewater Arrearaqe Pavment Prooram Estimated Additional
Estimated Revenues Available:
ons:

Fund Name
Fund
No.

Dept.

No.

Prgm
No,
object
No.

Appropriation
Amount
}WWAPP 229 070 101 6940 $ 136,063.82
Total Requested Appropriation: $ 136.063.82
Cw rcnl 2021 -2022 ADDropriation : $
Adiusted Total Aoorooriation: 136.063.82$
Fund Name
Fund
No.

Dept.

No.

Prgm
No.
obrect
No.

Est. Revenue
Amount
CWWAPP 229 070 101 4329 $ 136,063.82
Iotal Estimated Additional Revenue: $ 136.06s.82
Current 2021-2022 Estimated Revenue:

Adiusted Total Estimated Revenue: s 136.063.82
Signature Date:

Date:Director's Signature
Finance Director's Signature
\\nas1 \shared\Forms Templates
Date:
95 Fot the Meeting of: February 17,2022
Agenda Item No.
!-t

CITY OF SANGER

REPORT TO TIIE, CITY COIJNCIL
To:

From:

Subject:

Mayor and Council Members
Tim Chapa, City Manager
Resolution Authorizing the Execution and Delivery of a Ground Lease, Lease Agreement, Indenture, and Term Sheet in Connection with the Issuance of Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A, and Related Actions
Attachments: (1) Resolution No. 2022- | 3
(2) Ground Lease
(3) Lease Agreement
(4) Indenture
(5) Escrow Agreement
(6) Term Sheet
CONFLICT OF INTEREST:

None known.

RECOMMENDATION:

Thatthe City Council approve Resolution 2022-13 ofthe City Council ofthe City of SangerAuthorizing the Execution and Delivery by the City of a Ground Lease, Lease Agreement, Indenture and Term Sheet in Connection with the Issuance of Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A, Approving the Issuance of Such Bonds in an Aggregate Principal Amount of Not to Exceed $1,500,000, and Authorizingthe Execution of Necessary Documents and Certificates And Related Actions in connection with the issuance of 2022 Lease Revenue Refunding Bonds by the Sanger Financing Authority in accordance with Council's direction during the January 20,2022, City Council meeting.

Ptepared by: Apptoved by:

REVIEW: Ciry Manager: _ Finance: City Attorney: _
TYPE OF ITEM:

X
Consent
Info Item
Action Item
Department Report
Redevelopment Agency
COUNCIL ACTION: APPROVED DENIED NO ACTION
Public Hearing
Matter Initiated by a Council Member
Othet
Continued to:
96 PROPOSED MOTION LANGUAGE:

I move to approve Resolution 2022-_a Resolution Authorizing the Execution and Delivery by the City of a Ground Lease, Lease Agreement, Indenture and Term Sheet in Connection with the Issuance of Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2}22{,Approving the Issuance of such Bonds in an Aggregate Principal Amount of not to exceed $1,500,000, and Authorizing the Execution of Necessary Documents and Certihcates and Related Actions.

EXECUTIVE SUMMARY
The Issuance of the 2022 Lease Revenue Refunding Bonds ("2022 Bonds") by the Sanger Financing Authority will benefit the City as follows:

By issuing the2022 Bonds to refund the outstanding2}I3 Bonds, the City will save approximately $165,000 in total interest costs over the remaining life of the Bonds (final term date will remain as 611512043). All costs of bond issuance will be paid from the2022Bond proceeds, and the estimated total interest cost savings is net ofsuch issuance costs. o
BACKGROUND:

In November of 2013, the City (through its Financing Authority) issued Lease Revenue Bonds in the amount of $1,320,000. Currently outstanding in the amount of $1,255,000, the 2013 Lease Revenue issue has interest rates ranging from 3.00% to 5.00%. The repayment of the 2013 Lease Revenue bond issue is from lease payments made by the City to the Financing Authority, per the terms of a Lease Agreement.

The Lease Agreement is secured by pledged City assets, including the City Hall, Fire Station, and City Annex.

Based on the latest insurance valuations, the combined pledged City assets subject to the 2013 Lease Agreement total approximately $7.6 million in valuation, or over six times the outstanding amount of 2013 Bonds. The issuance of the 2022 Bonds will result in a substitution of the City's Police Station as the pledged asset subject to a new Lease Agreement, which will free up the current pledged assets. Those assets can then be available for future potential lease revenue financings to provide firnding as necessary for public improvement projects.

The2022 Bonds will be structured as a o'private placement" issue, with one bank (First Foundation) acting as the bond purchaser. The Bank has provided two interest rates: a taxable interest rate of 3.25% which will be in effect until approximately 90 days prior to the June 15,2023 first available call date of the 2013 Bonds, and a subsequent tax-exempt rate of 2.65% which will be in effect after the 2022 Bonds are converted to a tax-exempt issue in March of 2023. These interest rates have been locked in until the expected closing date (March 3,2022) of the 2022Bonds.
97 FISCAL IMPACT:

All costs of issuing the bonds will come from the proceeds of the bonds, so there is no immediate fiscal impact. By issuing the 2022 Bonds at lower interest rates, a total interest cost savings of approximately $165,000 will be generated over the remaining life of the bonds, net of issuance costs. Pursuant to the requirements of SB 450, good faith estimates with respect to the 2022Bonds are set forttr in the table below.

ALTERNATIVES:

N/A
ACTIONS F'OI,I APPROVAL:

Bond Counsel will prepare closing documents, for a bond closing on March 3,2022. In March of 2023, the2022 Bonds taxable interest rate of 3.25% will be converted to a tax-exempt rcte of 2.65%. On June 15 ,2023, the outstanding 20 I 3 Bonds will be called in full from the amount in the Escrow Fund of the 2022 Bonds.

Item Estimate as of 211012022
True interest cost of the bonds 2.725Yo
Finance charge ofthe bonds $100,522
Bond proceeds received by the City/Authority (for
refunding escrow deposit) $t,325,478
Total payment amount
$1,893,157 (Total principal and
interest payments)
98 RESoLUTtoN No. - 2oazl3

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANGER

AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF A

GROUND LEASE, LEASE AGREEMENT, INDENTURE AND TERM SHEET IN

CONNEGTION WITH THE ISSUANCE OF SANGER FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS, SERIES 2022A, APPROVING THE

ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINGIPAL AMOUNT OF NOT TO EXCEED $1,5OO,OOO, AND AUTHORIZING THE EXECUTION OF

NEGESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS Whereas, the City of Sanger, California (the "City") is a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California (the "State"); and
Whereas, the Sanger Financing Authority (the "Authority") has previously issued its Lease Revenue Bonds, Series 2013 (the "2013 Bonds") to finance the costs of various "public capital improvements" within the meaning of the Act (defined below), all of which are located within the boundaries of the City and collectively constitute the "Project;" and Whereas, the Authority and the City have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery of the "sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A" (the "Bonds") for the purpose of refinancing the costs of the Project by refunding the 2013 Bonds; and Whereas, in order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into a Ground Lease between the City and the Authority (the "Ground Lease") pursuant to which the City will lease certain real property (which real property shall consist generally of the City's Police Station (the "Leased Assets")) to the Authority, and a Lease Agreement between the City and the Authority (the "Lease Agreement"), pursuant to which the City will lease the Leased Assets back from the Authority, and pay certain Base Rental Payments (as defined in the Lease Agreement), which are pledged to the owners of the Bonds by the Authority pursuant to an lndenture of Trust by and between U.S. Bank Trust Company, National Association (the "Trustee") and the Authority (the "lndenture"); and
Whereas, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to refinance the Project through the offering and sale of the Bonds; and
Whereas, the Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the "Act"); and Whereas, the Authority and the City have been presented with a term sheet from First Foundation Public Finance (the "Purchaser"), pursuant to which the Purchaser has agreed to purchase the Bonds through a direct placement; and
Whereas, the City and the Authority have determined that a direct placement sale of the Bonds to the Purchaser will result in a significant public benefit to the City, taking into consideration the expected lower administrative expenses and the ability to facilitate a more efficient and timely closing than a public sale; and
4889-0549- I 2 11v31022765-0007
99 Whereas, the City is a member of the Authority and the Project is located within the boundaries of the City; and
Whereas, the Authority, the City and U.S. Bank Trust Company, National Association, as escrow agent, desire to enter into an Escrow Agreement (the "Escrow Agreement") for the purpose of refunding the 2013 Bonds; and
Whereas, the City Council has been presented with the form of each document referred to herein relating to the financing contemplated hereby, and the City Council has, with the assistance of the City's staff, reviewed each document and desires to approve, and authorize and direct the execution of, such documents, and the consummation of such refinancing; and Whereas, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such refinancing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such refinancing for the purpose, in the manner and upon the terms herein provided;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANGER DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. Each of the above recitals is true and correct.

Section 2. The forms of the Ground Lease and Lease Agreement, on file with the City Clerk, are hereby approved, and the Mayor of the City, or such other member of the City Council as the Mayor may designate, and the City Manager of the City (the "Authorized Officers"), are each hereby authorized and directed, acting alone, for and in the name and on behalf of the City, to execute and deliver the Ground Lease and Lease Agreement in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the Ground Lease and Lease Agreement shall terminate no later than June 1 5,2043 (provided that such term may be extended as provided therein) and the true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 4.00o/o per annum (assuming no application of a Default Rate and no Determination of Taxability, as such terms are defined in the Lease Agreement).
on 3. The form of lndenture, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the lndenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the Bonds shall not exceed $1,500,000, the final maturity date of the Bonds shall be no later than June 15, 2043 and the true interest cost applicable to the Bonds shall not exceed 4.00o/o per annum (assuming no application of a Default Rate and no Determination of Taxability, as such terms are defined in the Lease Agreement).
4889 -0 5 49 -l2l t v 3 I 0227 65 -0007
100
Section 4. The Purchaser has offered to purchase the Bonds on a direct placement basis pursuant to the terms of a Term Sheet (the "Term Sheet"), in the form submitted at this meeting and made a part hereof as though set forth in full herein. The Authorized Officers, each acting alone, are hereby authorized to execute the Term Sheet, if necessary, and to take any and all actions necessary to effectuate a sale of the Bonds to the Purchaser in accordance with the Term Sheet, and any such actions previously taken are hereby ratified and approved. s 5. The issuance of not to exceed $1,500,000 aggregate principal amount of the Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the lndenture as finally executed, is hereby approved.

Section 6. The officers, employees and agents of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and othenivise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, revising the bond caption in the documents approved herein, and executing and delivering any amendments to, and termination of, the documents for the 2013 Bonds or any other documents encumbering the Leased Assets. Each of the Authorized Officers, acting alone, is hereby expressly authorized to remove, add or substitute one or more City-owned properties for any or all of the Leased Assets, should such Authorized Officer determine in his or her sole discretion that it is in the best interests of the City to use an alternative City-owned property. All actions heretofore taken by the officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified.

Section 7. The form of Escrow Agreement, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the lndenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.
on 8. The City Council acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code are disclosed in the staff report and are available to the public at the meeting at which this Resolution is approved.

Section 9. This Resolution shall take effect from and after its date of adoption Passed and Adopted on this 17th day of February,2Q22
Eli Ontiveros, Mayor
Attest:

Rebeca P. Ramirez
City Clerk
4889-0549- I 2 I lv3 10227 65 -OOO7
101

STATE OF CALIFORNIA

COUNTY OF FRESNO
CIry OF SANGER
l, Rebeca P. Ramirez, City Clerk of the City of Sanger, California, do hereby certify that Resolution No. _ was adopted by the City Council of the City of Sanger, California, at the Regular meeting of February 17,2022 and that the same was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN
Rebeca P. Ramirez
City Clerk
ss.
)
)
)
4889 -0 5 49 -l2l lv 3 I 0227 65 -0007
102

4871-1424-9483v3/022765-0007
RECORDING REQUESTED BY:

Sanger Financing Authority
AND WHEN RECORDED RETURN TO:

Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Reed Glyer, Esq.

[Space above for Recorder’s use.]
This Transaction is Exempt from California
Documentary Transfer Tax Pursuant to
Section 11921 of the California Revenue and
Taxation Code. This Document is Exempt from
Recording Fees Pursuant to Section 27383 of the
California Government Code. Lease term is less
than 35 years.

GROUND LEASE
by and between

CITY OF SANGER
and

SANGER FINANCING AUTHORITY
Dated as of __________ 1, 2022
Relating to
$__________

SANGER FINANCING AUTHORITY
LEASE REVENUE REFUNDING BONDS, SERIES 2022A

103

4871-1424-9483v3/022765-0007

GROUND LEASE
THIS GROUND LEASE (this “Ground Lease”), executed and entered into as of __________ 1, 2022, is by and between the CITY OF SANGER (the “City”), a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California, as lessor, and the SANGER FINANCING AUTHORITY (the “Authority”), a joint exercise of powers entity duly organized and existing under the laws of the State of California, as lessee.

WITNESSETH:

WHEREAS, the City and the Authority previously financed the costs of various public improvements (the “Project”) through the issuance of the Sanger Financing Authority Lease Revenue Bonds, Series 2013 (the “2013 Bonds”);
WHEREAS, the City and the Authority desire to refinance the costs of the Project by refunding the 2013 Bonds through the issuance of the Authority’s Lease Revenue Refunding Bonds, Series 2022A (the “Bonds”);
WHEREAS, in connect ion with the issuance of the Bonds, the City will lease certain real property and the improvements located thereon (the “Property”) to the Authority pursuant to this Ground Lease, and the City will sublease the Property back from the Authority pursuant to a Lease Agreement, dated as the date hereof;
WHEREAS, the Property is more particularly described in Exhibit A hereto; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the f unds necessary to refinance the Project through the issuance by the Authority of the Bonds payable from the base rental payments (the “Base Rental Payments”) to be made by the City under the Lease Agreement; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide for the issuance of the Bonds payable from the Base Rental Payments pursuant to an Indenture, dated as of the date hereof, by and among the Authority, the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”); WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of the date hereof (the “Assignment Agreement”);
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Ground Lease do exist, have happened an d have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Ground Lease;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, t he parties hereto agree as follows:
104

2 4871-1424-9483v3/022765-0007

ARTICLE I

DEFINITIONS
Except as otherwise defined herein, or unless the context clearly otherwise requires, words and phrases defined in Article I of the Lease Agreement shall have the same meaning in this Ground Lease.

ARTICLE II

LEASE OF THE PROPERTY; RENTAL
Section 2.01 Lease of Property. The City hereby leases to the Authority, and the Authority hereby leases from the City, for the benefit of the Owners of the Bonds, the Property and all rights appurtenant thereto, including, but not limite d to, rights of access, subject only to Permitted Encumbrances, to have and to hold for the term of this Ground Lease.

Section 2.02 Rental. The Authority shall pay to the City as and for rental of the Property hereunder, the sum of $1.00, the receipt of which is hereby acknowledged.

ARTICLE III

QUIET ENJOYMENT
Section 3.01 The parties intend that the Property will be leased back to the City pursuant to the Lease Agreement for the term thereof. It is further intended that, to the extent provided herein and in the Lease Agreement, if an event of default occurs under the Lease Agreement, the Authority, or its assignee, will have the right, for the then remaining term of this Ground Lease to (a) take possession of the Property, (b) if it deems it appropriate, cause an appraisal of the Property and a study of the then reasonable use thereof to be undertaken, and (c) relet the Property. Subject to any rights the City may have under the Lease Agreement (in the absence of an event of default) to possession and enjoyment of the Property, th e City hereby covenants and agrees that it will not take any action to prevent the Authority from having quiet and peaceable possession and enjoyment of the Property during the term hereof and will, at the request of the Authority and at the City’s cost, to the extent that it may lawfully do so, join in any legal action in which the Authority asserts its right to such possession and enjoyment.

ARTICLE IV

SPECIAL COVENANTS AND PROVISIONS
Section 4.01 Waste. The Authority agrees that at all times that it is in possession of the Property, it will not commit, suffer or permit any waste on the Property, and that it will not willfully or knowingly use or permit the use of the Property for any illegal purpose or act.

Section 4.02 Further Assurances and Corrective Instruments . The City and the Authority agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorr ect description of the Property hereby leased or intended so to be or for carrying out the expressed intention of this Ground Lease, the Indenture and the Lease Agreement.
105

3 4871-1424-9483v3/022765-0007
Section 4.03 Waiver of Personal Liability. All liabilities under this Ground Lease on the part of the Authority shall be solely liabilities of the Authority as a joint exercise of powers entity, and the City hereby releases each and every director, officer and employee of the Authority of and from any personal or individual liability under this Groun d Lease. No director, officer or employee of the Authority shall at any time or under any circumstances be individually or personally liable under this Ground Lease to the City or to any other party whomsoever for anything done or omitted to be done by the Authority hereunder.

All liabilities under this Ground Lease on the part of the City shall be solely liabilities of the City as a public corporation, and the Authority hereby releases each and every member, officer and employee of the City of and from an y personal or individual liability under this Ground Lease. No member, officer or employee of the City shall at any time or under any circumstances be individually or personally liable under this Ground Lease to the Authority or to any other party whomsoe ver for anything done or omitted to be done by the City hereunder.

Section 4.04 Taxes. The City covenants and agrees to pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Property or the Authority’s interest under this Ground Lease.

Section 4.05 Right of Entry . The City reserves the right for any of its duly authorized representatives to enter upon the Property at any reasonable time to inspect the same.

Section 4.06 Representations of the City . The City re presents and warrants to the Authority and the Trustee as follows:
(a) the City is the owner in fee of the Property;
(b) the City has the full power and authority to enter into, to execute and to deliver this Ground Lease, and to perform all of its duties and obligations hereunder, and has duly authorized the execution of this Ground Lease;
(c) except for Permitted Encumbrances, the Property is not subject to any dedication, easement, right of way, reservation in patent, covenant, condition, restriction, lien or encumbrance which would prohibit or materially interfere with the use of the Property for governmental purposes as contemplated by the City;
(d) all taxes, assessments or impositions of any kind with respect to the Property, except current taxes, have been paid in full; and
(e) the Property is necessary to the City in order for the City to perform its governmental functions.

Section 4.07 Representations of the Authority. The Authority represents and warrants to the City and the Trustee that the Authority has the full power and auth ority to enter into, to execute and to deliver this Ground Lease, and to perform all of its duties and obligations hereunder, and has duly authorized the execution and delivery of this Ground Lease.

Section 4.08 Eminent Domain . If the whole or any part of the Property, or any improvements thereon, are taken by eminent domain proceedings, the interest of the Authority will be 100% of the aggregate amount of the then unpaid principal components of all of the Base Rental 106

4 4871-1424-9483v3/022765-0007
Payments and any Additional Rental Payments payable under the Lease Agreement. The award of such eminent domain proceedings such be applied in accordance with Section 7.01 of the Lease Agreement.

ARTICLE V

ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING
Section 5.01 Assignment and Subleasing. This Ground Lease may be sold or assigned and the Property subleased, as a whole or in part, by the Authority without the necessity of obtaining the consent of the City, if an event of default occurs under the Lease Agreement. The Authority shall, within 30 days after such an assignment, sale or sublease, furnish or cause to be furnished to the City a true and correct copy of such assignment, sale or sublease, as the case may be.

Section 5.02 Restrictions on City. The City agrees that, except with respect to Permitted Encumbrances, it will not mortg age, sell, encumber, assign, transfer or convey the Property or any portion thereof during the term of this Ground Lease.

ARTICLE VI

TERM; TERMINATION
Section 6.01 Term. The term of this Ground Lease shall commence as of the date of commencement of the term of the Lease Agreement and shall remain in full force and effect from such date to and including June 15, 2043, unless such term is extended or sooner terminated as hereinafter provided.

Section 6.02 Extension; Early Termination. If, on June 15, 2043, the Bonds shall not be fully paid, or provision therefor made in accordance with Article X of the Indenture, or the Indenture shall not be discharged by its terms, or if the Rental Payments payable under the Lease Agreement shall have been abated at any time, then the term of this Ground Lease shall be automatically extended until the date upon which all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, and the Indenture shall be di scharged by its terms, except that the term of this Ground Lease shall in no event be extended more than ten years. If, prior to June 15, 2043, all Bonds shall be fully paid, or provisions therefor made in accordance with Article X of the Indenture, and t he Indenture shall be discharged by its terms, the term of this Ground Lease shall end simultaneously therewith.

Section 6.03 Action on Default. In each and every case upon the occurrence and during the continuance of a default by the Authority hereunder, the City shall have all the rights and remedies permitted by law, except that no merger of this Ground Lease and the Lease Agreement shall be deemed to occur as a result thereof, and the City, to the extent permitted by law, waives any and all rights to termin ate this Ground Lease by reason of any default on the part of the Authority if such termination would affect or impair any assignment the Lease Agreement then in effect between the Authority and the Trustee.
107

5 4871-1424-9483v3/022765-0007

ARTICLE VII

MISCELLANEOUS
Section 7.01 Binding Effect. This Ground Lea se shall inure to the benefit of and shall be binding upon the City, the Authority and their respective successors and assigns.

Section 7.02 Severability. In the event any provision of this Ground Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 7.03 Amendments, Changes and Modifications . This Ground Lease may be amended, changed, modified, altered or terminated only in accordance with the provisions of the Lease Agreement.

Section 7.04 Assignment to Trustee . The Authority and City acknowledge that the Authority has assigned its right, title and interest in and to this Ground Lease (but none of its obligations and none of its rights to provide consents or approvals hereunder) to the Trustee pursuant to certain provisions of the Assignment Agreement. The City consents to such assignment.

Section 7.05 Execution In Counterparts . This Ground Lease may be simultaneously executed in several counterparts, each of which shall be an ori ginal and all of which shall constitute but one and the same instrument.

Section 7.06 Applicable Law. This Ground Lease shall be governed by and construed in accordance with the laws of the State of California.

Section 7.07 Captions. The captions or headings in this Ground Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Ground Lease.

Section 7.08 Trustee as Third Party Beneficiary . The Trustee shall be a third party beneficiary to this Ground Lease.

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IN WITNESS WHEREOF, the Authority and the City have caused this Ground Lease to be executed by their respective officers hereunto duly authorized, all as of the day and year first above written.

CITY OF SANGER
By:

Tim Chapa
City Manager
ATTEST:

Rebecca Ramirez
City Clerk

SANGER FINANCING AUTHORITY
By:

Tim Chapa
Executive Director
ATTEST:

Rebecca Ramirez
Secretary

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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed under the foregoing to the Sanger Financing Authority (the “Authority”), a joint exercise of powers entity duly organized and existing under the laws of the State of California, is hereby accepted by the undersigned officer or agent on behalf of the Board of Directors of the Authority (the “Board”), pursuant to authority conferred by resolutions of said Board adopted on __________, 2022, and the grantee consents to recordation thereof by its duly authorized officer.

Dated: __________, 2022 SANGER FINANCING AUTHORITY
By:

Tim Chapa
Executive Director

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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

COUNTY OF FRESNO )

On ___________________ before me, ____________________________________, Notary Public,

personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

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STATE OF CALIFORNIA )
) ss.

COUNTY OF FRESNO )

On ___________________ before me, ____________________________________, Notary Public,

personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is /are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

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EXHIBIT A

DESCRIPTION OF THE PROPERTY
All that real property situated in the City of Sanger, County of Fresno, State of California, described as follows:

PARCEL 2 OF PARCEL MAP NO. 75-4, RECORDED IN BOOK 16, PAGE 92, OF PARCEL MAPS, RECORDS OF SAID COUNTY.

APN 317-094-35

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LEASE AGREEMENT
by and between

CITY OF SANGER
and

SANGER FINANCING AUTHORITY
Dated as of __________ 1, 2022
Relating to
$__________
Sanger Financing Authority
Lease Revenue Refunding Bonds, Series 2022A

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ARTICLE I DEFINITIONS ....................................................................................................... 2 Section 1.01 Definitions .............................................................................................................. 2 ARTICLE II LEASE OF PROPERTY; TERM ........................................................................... 4 Section 2.01 Lease of Property .................................................................................................... 4 Section 2.02 Term; Occupancy .................................................................................................... 4 ARTICLE III RENTAL PAYMENTS .......................................................................................... 5 Section 3.01 Base Rental Payments ............................................................................................. 5 Section 3.02 Additional Rental Payments ................................................................................... 6 Section 3.03 Fair Rental Value .................................................................................................... 6 Section 3.04 Payment Provisions ................................................................................................ 6 Section 3.05 Appropriations Covenant ........................................................................................ 7 Section 3.06 Rental Abatement ................................................................................................... 7 Section 3.07 Use of Proceeds ...................................................................................................... 8 ARTICLE IV MAINTENANCE, ALTERATIONS AND ADDITIONS ..................................... 8 Section 4.01 [Reserved] ............................................................................................................... 8 Section 4.02 Maintenance and Utilities ....................................................................................... 8 Section 4.03 Additions to Property .............................................................................................. 8 Section 4.04 Installation of City’s Equipment ............................................................................. 8 ARTICLE V INSURANCE ......................................................................................................... 9 Section 5.01 Commercial General Liability and Property Damage Insurance; Workers’ Compensation Insurance ......................................................................................... 9 Section 5.02 Title Insurance ...................................................................................................... 10 Section 5.03 Additional Insurance Provision; Form of Policies ................................................ 10 Section 5.04 Self-Insurance ....................................................................................................... 11 ARTICLE VI DEFAULTS AND REMEDIES ........................................................................... 11 Section 6.01 Defaults and Remedies ......................................................................................... 11 Section 6.02 Waiver................................................................................................................... 14 ARTICLE VII EMINENT DOMAIN; PREPAYMENT .............................................................. 14 Section 7.01 Eminent Domain ................................................................................................... 14 Section 7.02 Prepayment ........................................................................................................... 14 ARTICLE VIII COVENANTS ...................................................................................................... 16 Section 8.01 Right of Entry ....................................................................................................... 16 Section 8.02 Liens ..................................................................................................................... 16 Section 8.03 Quiet Enjoyment ................................................................................................... 16 Section 8.04 Authority Not Liable ............................................................................................. 16 Section 8.05 Assignment and Subleasing .................................................................................. 17 Section 8.06 Title to Property .................................................................................................... 17 Section 8.07 Authority’s Purpose .............................................................................................. 17 Section 8.08 Condemnation of Property .................................................................................... 17 Section 8.09 Environmental Matters ......................................................................................... 18 Section 8.10 Representations and Warranties of the City ......................................................... 18 115

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Section 8.11 Representations and Warranties of the Authority ................................................. 20 Section 8.12 Records and Accounts .......................................................................................... 21 ARTICLE IX NO CONSEQUENTIAL DAMAGES; USE OF THE PROPERTY; SUBSTITUTION OR RELEASE ......................................................................... 21 Section 9.01 No Consequential Damages .................................................................................. 21 Section 9.02 Use of the Property ............................................................................................... 21 Section 9.03 Substitution or Release of the Property ................................................................ 21 ARTICLE X MISCELLANEOUS ............................................................................................. 22 Section 10.01 Law Governing ..................................................................................................... 22 Section 10.02 Notices .................................................................................................................. 22 Section 10.03 Validity and Severability ...................................................................................... 23 Section 10.04 Net-Net-Net Lease ................................................................................................ 23 Section 10.05 Taxes ..................................................................................................................... 23 Section 10.06 Section Headings .................................................................................................. 23 Section 10.07 Amendments ......................................................................................................... 23 Section 10.08 Assignment ........................................................................................................... 24 Section 10.09 Execution .............................................................................................................. 24

Signatures ............................................................................................................................ S-1

EXHIBIT A DESCRIPTION OF THE PROPERTY .................................................................... A-1 EXHIBIT B BASE RENTAL PAYMENT SCHEDULE ............................................................. B-1

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LEASE AGREEMENT
THIS LEASE AGREEMENT (this “Lease Agreement”) executed and entered into as of __________ 1, 2022, is by and between the CITY OF SANGER (the “City”), a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California, as lessee, and the SANGER FINANCING AUTHORITY (the “Authority”), a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California, as lessor.

RECITALS
WHEREAS, the City and the Authority previously financed the costs of various public improvements (the “Project”) through the issuance of the Sanger Financing Authority Lease Revenue Bonds, Series 2013 (the “2013 Bonds”);
WHEREAS, the City and the Authority desire to refinance the costs of the Project by refunding the 2013 Bonds through the issuance of the Bonds (as defined herein); WHEREAS, in connection with the issuance of the Bonds, the City will lease certain real property and the improvements located thereon (the “Property”) to the Authority pursuant to a Ground Lease, dated as of the date hereof, and the City will sublease the Property b ack from the Authority pursuant to this Lease Agreement;
WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to refinance the Project through the issuance b y the Authority of the Bonds payable from the base rental payments (the “Base Rental Payments”) to be made by the City under this Lease Agreement; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and th e Authority to provide for the issuance of the Bonds payable from the Base Rental Payments pursuant to an Indenture, dated as of the date hereof, by and among the Authority, the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”); WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of the date hereof; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Lease Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Lease Agreement;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:
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ARTICLE I

DEFINITIONS
Section 1.01 Definitions. Unless the conte xt otherwise requires, the terms defined in this Section shall, for all purposes of this Lease Agreement, have the meanings herein specified, which meanings shall be equally applicable to both the singular and plural forms of any of the terms herein defined. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
“Additional Rental Payments” means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.02 hereof.
“Applicable Environmental Law ” means and shall include, but shall not be limited to, Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 USC §§ 9601 et seq., the Resource Conservation and Recovery Act (“RCRA”), 42 USC §§ 6901, et seq. , the Federal Water Pollution Control Act, 33 USC §§ 1251, et seq., the Clean Air Act, 42 USC §§ 7401, et seq., the California Hazardous Waste Control Law (“HWCL”), California Health and Safety Code §§ 25100, et seq., Hazardous Substance Account Act (“HSAA ”), California Health & Safety Code §§ 25300, et seq., or the Porter -Cologne Water Quality Control Act (the “Porter -Cologne Act”), California Water Code §§ 13000 et seq., the Air Resources Act, California Health & Safety Code §§ 3900, et seq., the Safe Drinking Water & Toxic Enforcement Act, California Health & Safety Code §§ 25249.5, and the regulations thereunder, and any other local, State and/or federal laws or regulations, whether currently in existence or hereafter enacted, that govern (i) the existence, cleanup and/or remedy of contamination on property; (ii) the protection of the environment from spilled, deposited or otherwise emplaced contamination;
(iii) the control of hazardous wastes; or
(iv) the use, generation, transport, treatment, rem oval or recovery of Hazardous Substances, including building materials.
“Authority” means the Sanger Financing Authority , a joint exercise of powers authority organized and existing under the laws of the State of California. “Base Rental Deposit Date ” means the 15th day of the month next preceding each Interest Payment Date.
“Base Rental Payments” means all amounts payable to the Authority from the City as Base Rental Payments pursuant to Section 3.01 hereof.
“Base Rental Payment Schedule ” means, (b) prior the Tax -Exempt Reissuance Date (as defined in the Indenture), the schedule of Base Rental Payments payable to the Authority from the City pursuant to Section 3.01 hereof and attached hereto as Exhibit B, and (b) after the Tax -Exempt Reissuance Date, the sc hedule of Base Rental Payments payable to the Authority from the City pursuant to Section 3.01 hereof in an updated Exhibit B delivered by the City pursuant to Section 3.01(c) hereof.
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“Bond” or “Bonds” means the Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A issued under the Indenture.
“City” means the City of Sanger, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Delivery Date” means __________, 2022.
“Ground Lease” means the Ground Lease, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with to the provisions thereof and hereof.
“Hazardous Substance ” means any substance which shall, at any time, be listed as “hazardous” or “toxic” or in the regulations implementing CERCLA, RCRA, HWCL, HSAA, or the Porter-Cologne Act, or which has been or shall be determined at any time by any agency or court to be a hazardous or toxic substance regulated under Applicable Environmental Law. The term “Hazardous Substance” shall also include, without limitation, raw materials, building components, the products of any manufacturing or other activi ties on the subject property, wastes, petroleum, and source, special nuclear or by-product material as defined by the Atomic Energy Act of 1954, as amended (42 USC §§ 3011, et seq., as amended).
“Indenture” means the Indenture, dated as of the date hereof, by and among the Authority, the City and the Trustee, as originally executed and as it may from time to time be amended or supplemented in accordance with the provisions thereof. “Joint Powers Agreement ” means the Joint Exercise of Powers Agreement, dated September 20, 2013, by and between the City and the California Municipal Financing Authority as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
“Lease Agreement” means this Lease Agreement, as orig inally executed and as it may from time to time be amended in accordance with the provisions hereof. “Material Adverse Effect” means an event or occurrence which adversely affects in a material manner (a) the assets, liabilities, condition (financial or otherwise), business, facilities or operations of the City, (b) the ability of the City to carry out its business in the manner conducted as of the date of this Lease Agreement or to meet or perform its obligations under this Lease Agreement on a timely basis, (c) the validity or enforceability of this Lease Agreement, or (d) the exclusion of the interest component of the Base Rental Payments from gross income for state income tax purposes. “Net Insurance Proceeds” means any insurance proceeds or condemnation award in excess of $50,000, paid with respect to any of the Property, remaining after payment therefrom of all reasonable expenses incurred in the collection thereof. “Permitted Encumbrances” means, with respect to the Property, as of any particular time, (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may, pursuant to provisions of Article V hereof, permit to remain unpaid, (b) the Assignment Agreement, (c) this Lease Agreement, (d) the Ground Lease, (e) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law as 119

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normally exist with respect to properties similar to the Property for the purposes for which it was acquired or is he ld by the City, (f) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the Delivery Date which the City certifies in writing will not affect the intended use of the Property or impair the security granted to the Trustee for the benefit of the Owner of the Bonds by the Indenture and the Assignment Agreement and to which the Authority and the City consent in writing, and (g) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions established following the Delivery Date which the City certifies in writing do not affect the intended use of the Property or impair the security granted to th e Trustee for the benefit of the Owner of the Bonds by the Indenture and the Assignment Agreement and to which the Authority and the City consent in writing.
“Property” means the real property described in Exhibit A hereto and the improvements located thereon.
“Rental Payments” means, collectively, the Base Rental Payments and the Additional Rental Payments.
“Rental Period ” means the period from the Delivery Date through June 15, 2022, and thereafter the twelve-month period commencing on June 16 of each year during the term of the Lease Agreement.
“Termination Date” means June 15, 2043, unless extended or sooner terminated as provided in Section 2.02 hereof.
“Trustee” means the trustee appointed under the Indenture and referred to therein as the Trustee.

ARTICLE II

LEASE OF PROPERTY; TERM
Section 2.01 Lease of Property.
(a) The Authority hereby leases to the City and the City hereby leases from the Authority the Property all rights appurtenant thereto, including, but not limited to, rights of access, on the terms and conditions hereinafter set forth, subject to all Permitted Encumbrances. As to the Property, this Lease Agreement shall be deemed and constitute a sublease. (b) The leasing of the Property by the City to the Authority pursuant to the Ground Lease shall not ef fect or result in a merger of the City’s leasehold estate pursuant to this Lease Agreement and its fee estate as lessor under the Ground Lease, and the Authority shall continue to have a leasehold estate in the Property pursuant to the Ground Lease throughout the term thereof and hereof.

The leasehold interest granted by the City to the Authority pursuant to the Ground Lease is and shall be independent of this Lease Agreement; this Lease Agreement shall not be an assignment or surrender of the leasehold interest granted to the Authority under the Ground Lease.

Section 2.02 Term; Occupancy. The term of this Lease Agreement shall commence on the Delivery Date and shall end on the Termination Date, unless such term is extended or sooner terminated 120

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as hereinafter provided. If on the Termination Date the Bonds shall not be fully paid, or provision therefor made in accordance with Article X of the Indenture, or the Indenture shall not be discharged by its terms, or if the Rental Payments shall remain due and payable or shall have been abated at any time and for any reason, then the term of this Lease Agreement shall be extended until the date upon which (i) all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, or (ii) the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full. Notwithstanding the foregoing, the term of this Lease Agreement shall in no event be extended more than ten years beyond such Termination Date. Such extended da te being the “Maximum Lease Term.” If prior to the Termination Date, all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full, the term of this Lease Agreement shall end simultaneously therewith.

ARTICLE III

RENTAL PAYMENTS
Section 3.01 Base Rental Payments.
(a) Subject to the provisions hereof relating to a revision of the Base Rental Payment Schedule pursuant to subsection (b) or subsection (c) of this Section, the City shall pay to the Authority, as Base Rental Payments (subject to the provisions of Section 3.06 and Article VII hereof) the amount at the times specified in the Base Rental Payment Schedule, a portion of which Base Rental Payments shall constitute principal, and a portion of which shall constitute interest. Rental Payments, including Base Rental Payments, shall be paid by the City to the Authority for and in consideration of the right to use and occupy the Property and in consideration of the continued right to the quiet use and enjoyment thereof during each Rental Period for which such Rental Payments are to be paid.

The Authority and the City understand and intend that the obligation of the City to pay Base Rental Payments and Additional Rental Payments hereunder shall constitute a current expense of the City and shall not in any way be construed to be a debt of the City in contravention of any applicable constitutional or statutory limitation or requirement concerning th e creation of indebtedness by the City, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or moneys of the City. Base Rental Payments and Additional Rental Payments due hereunder shall be payable only from current funds which are budgeted and appropriated or otherwise legally available for the purpose of paying Base Rental Payments and Additional Rental Payments or other payments due hereunder as consideration for the use of the Demised Premises and Facilities. The City has not pledged the full faith and credit of the City, the State or any agency or department thereof to the payment of the Base Rental Payments and Additional Rental Payments or any other payments due hereunder.
(b) If the term of this Lease Agreement sh all have been extended pursuant to Section 2.02 hereof, the obligation of the City to pay Rental Payments shall continue to and including the Base Rental Deposit Date preceding the Termination Date (as so extended pursuant to Section 2.02 hereof). Upon such extension, the Base Rental Payments shall be established so that they will be sufficient to pay all extended and unpaid Base Rental Payments; provided, however, that the Rental Payments payable in any Rental Period shall not exceed the annual fair rental value of the Property. 121

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(c) On the Tax -Exempt Reissuance Date, the City shall deliver to the Authority, the Trustee and the Owner of the Bonds, a revised Base Rental Payment schedule in the form of Exhibit B. Such updated Base Rental Payment schedule shall reflect the then unpaid Base Rental Payments calculated based on the Tax-Exempt Rate, which updated schedule shall be subject to written approval by the Owner of the Bonds. Upon the delivery of the revised Exhibit B as required by this subsection (c), such revised Exhibit B shall automatically supersede the Exhibit B then in effect without any further actions being required on the part of the City or the Authority.

Section 3.02 Additional Rental Payments. The City shall also pay, as Additional Rental Payments, such amounts as shall be required for the payment of the following:
(a) all taxes and assessments of any type or nature charged to the Authority or the City or affecting the Property or the respective interests or estates of the Authority or the City therein; (b) all reasonable administrative costs of the Authority relating to the Property including, but without limiting the generality of the foregoing, salaries, wages, fees and expenses, compensation and indemnification of the Trustee payable by the Authority und er the Indenture, fees of auditors, accountants, attorneys or engineers, and all other necessary and reasonable administrative costs of the Authority or the Trustee, or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Indenture or the Lease Agreement or to defend the Authority and its members, officers, agents and employees; (c) insurance premiums for all insurance required pursuant to Article V hereof; (d) any amounts with respect to the Lease Agreement or the Bonds required to be rebated to the federal government in accordance with Section 148(f) of the Code; and (e) all other payments required to be paid by the City under the provisions of this Lease Agreement or the Indenture.

Amounts constituting Additional Rental Payments payable hereunder shall be paid by the City directly to the person or persons to whom such amounts shall be payable. The City shall pay all such amounts when due or at such later time as such amounts may be paid without penalty or, in any oth er case, within 60 days after notice in writing from the Trustee to the City stating the amount of Additional Rental Payments then due and payable and the purpose thereof.

Section 3.03 Fair Rental Value . The parties hereto have agreed and determined that the annual fair rental value of the Property is not less than the maximum annual Rental Payments due in any year. In making such determination of fair rental value, consideration has been given to the uses and purposes that may be served by the Property and the benefi ts therefrom which will accrue to the City and the general public. Payments of the Rental Payments for the Property during each Rental Period shall constitute the total rental for said Rental Period and shall be paid by the City in each Rental Period for and in consideration of the right of use and occupancy of the Property during each such period for which said rental is to be paid.

Section 3.04 Payment Provisions . Each installment of Base Rental Payments payable hereunder shall be paid in lawful money of the United States of America to or upon the order of the Authority at the principal office of the Trustee in Los Angeles, California, or such other place or entity as the Authority shall designate. Each Base Rental Payment shall be deposited with the Trustee no 122

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later than the Base Rental Deposit Date preceding the Interest Payment Date on which such Base Rental Payment is due. In the event the Owner of the Bonds exercises its option to increase the interest rate on the Bond to the Default Rate upon the occurrence and continuation of an event of default pursuant to Section 2.02(b) of the Indenture, the interest component of the Base Rental Payments shall accrue at the Default Rate so that the interest component of the Base Rental Payments matches the interest accruing on the Bonds; provided, however, from and after the Date of Taxability following a Determination of Taxability, the interest component of the Base Rental Payments shall accrue at the Taxable Rate so that the interest component of the Base Rental Payments matches the interest accruing on the Bonds.

Notwithstanding any dispute between the Authority and the City, the City shall make all Rental Payments when due without deduction or offset of any kind and shall not withhold any Rental Payments pending the fina l resolution of such dispute. In the event of a determination that the City was not liable for said Rental Payments or any portion thereof, said payments or excess of payments, as the case may be, shall be credited against subsequent Rental Payments due h ereunder or refunded at the time of such determination. Amounts required to be deposited by the City with the Trustee pursuant to this Section on any date shall be reduced to the extent of available amounts on deposit in the Base Rental Payment Fund, the Interest Fund or the Principal Fund.

Section 3.05 Appropriations Covenant. The City covenants to take such action as may be necessary to include all Rental Payments due hereunder as a separate line item in its annual budgets and to make necessary annual appropriations for all such Rental Payments. The City will deliver to the Authority and the Trustee a Certificate of the City stating that its final annual budget includes all Base Rental Payments due in such fiscal year within ten days after the filing or adoption thereof. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease Agreement agreed to be carried out and performed by the City.

Section 3.06 Rental Abatement. Except as otherwise specifically provided in this Section, during any period in which, by reason of material damage to, or destruction or condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the City’s right to use and occupy any portion of the Property, Rental Payments shall be abated proportionately, and the City waives the benefits of Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate the Lease Agreement by virtue of any such interference, and the Lease Agreement shall continue in full force and effect. The amount of such abatement shall be agreed upon by the City and the Authority; provided, however, that the Rental Payments due for any Rental Period shall not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period. The City and the Authority shall calculate such abatement and shall provide the Trustee with a certificate setting forth such calcu lation and the basis therefor. Such abatement shall continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the Property, ending with the substantial completion of the work of repair or replacement of the Property, or the portion thereof so damaged or destroyed; and the term of this Lease Agreement shall be extended as provided in Section 2.02 hereof, except that the term shall in no event be extended beyond the Maximum Lease Term.
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Notwithstanding the foregoing, to the extent that moneys are available for the payment of Rental Payments in any of the funds and accounts established under the Indenture, Rental Payments shall not be abated as provided above but, rather, shall be payable by the City as a special obligation payable solely from said funds and accounts
Section 3.07 Use of Proceeds. The parties hereto agree that the proceeds from the sale of the Bonds will be used to refund the 2013 Bonds and for such other purposes as may be set forth in a Written Order of the Authority.

ARTICLE IV

MAINTENANCE, ALTERATIONS AND ADDITIONS

Section 4.01 [Reserved]
Section 4.02 Maintenance and Utilities. Throughout the term of this Lease Agreement, as part of the consideration for rental of the Property, all improvement, repair and maintenance of the Property shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the payment of all utility services supplied to the Property, which may include, without limitation, janitor service, security, power gas, telephone, light, heating, ventilation, air conditioning, water and all other utility services, and shall pay for or otherwise arrange for payment of the cost of the repair and replacement of the Prop erty resulting from ordinary wear and tear or want of care on the part of the City or any assignee, sublessee or invitee thereof. In exchange for the Rental Payments, the Authority agrees to provide only the Property.

Section 4.03 Additions to Property . Subject to Se ction 8.02 hereof, the City and any sublessee shall, at its own expense, have the right to make additions, modifications and improvements to the Property. To the extent that the removal of such additions, modifications or improvements would not cause mate rial damage to the Property, such additions, modifications and improvements shall remain the sole property of the City or such sublessee, and neither the Authority nor the Trustee shall have any interest therein. Such additions, modifications and improvem ents shall not in any way damage the Property or cause it to be used for purposes other than those authorized under the provisions of state and federal law; and the Property, upon completion of any additions, modifications and improvements made pursuant to this Section, shall be of a value which is at least equal to the value of the Property immediately prior to the making of such additions, modifications and improvements.

Section 4.04 Installation of City’s Equipment . The City and any sublessee may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed items of equipment or other personal property in or upon the Property. All such items shall remain the sole property of the City or such sublessee, and neithe r the Authority nor the Trustee shall have any interest therein. The City or such sublessee may remove or modify such equipment or other personal property at any time, provided that such party shall repair and restore any and all damage to the Property resulting from the installation, modification or removal of any such items. Nothing in this Lease Agreement shall prevent the City or any sublessee from purchasing items to be installed pursuant to this Section under a conditional sale or lease purchase con tract, or subject to a vendor’s lien or security agreement as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Property. 124

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ARTICLE V

INSURANCE
Section 5.01 Commercial General Liability and Property Damage Insurance; Workers’ Compensation Insurance.
(a) The City shall maintain or cause to be maintained, throughout the term of this Lease Agreement, a standard commercial general liability insurance policy or policies, in protection of the City, the Authority and their respective members, officers, agents and employees. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the use or ownership of the Property. Said policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in a single accident or event, and in a minimum amount of $500,000 for damage to property (subject to a deductible clause of not to exceed $250,000) resulting from a single accident or event. Such commercial general liability and p roperty damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried or required to be carried by the City, and may be maintained in whole or in part in the form of self-insurance by the City provided such self -insurance complies with the provisions of Section 5.04 hereof. The Net Insurance Proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the Net Insurance Proceeds of such insurance shall have been paid.
(b) The City shall maintain or cause to be maintained, throughout the term of this Lease Agreement, workers’ compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the California Labor Code, or any act enacted as an amendment or supp lement thereto or in lieu thereof, such workers’ compensation insurance to cover all persons employed by the City in connection with the Property and to cover full liability for compensation under any such act; provided, however, that the City’s obligation s under this subsection may be satisfied by self -insurance, provided such self - insurance complies with the provisions of Section 5.04 hereof. (c) The City shall maintain or cause to be maintained, fire, lightning and special extended coverage insurance (which shall include coverage for vandalism and malicious mischief, but need not include coverage for earthquake damage), on all improvements constituting any part of the Property in an amount equal to the greater of 100% of the replacement cost of such improveme nts or 100% of the outstanding principal amount of the Bonds. The City has an insurance policy which provides replacement cost coverage. All insurance required to be maintained pursuant to this subsection may be subject to a deductible in an amount not to exceed $500,000. The City’s obligations under this subsection may be satisfied by self -insurance, provided such self-insurance complies with the provisions of Section 5.04 hereof.
(d) The City shall maintain rental interruption insurance to cover the Auth ority’s loss, total or partial, of Base Rental Payments resulting from the loss, total or partial, of the use of any part of the Property as a result of any of the hazards required to be covered pursuant to subsection (c) of this Section in an amount suffi cient at all times to pay an amount not less than the product of two times the maximum amount of Base Rental Payments scheduled to be paid during any Rental Period. 125

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The City’s obligations under this subsection may be satisfied by self -insurance, provided such self- insurance complies with the provisions of Section 5.04 hereof. (e) The insurance required by this Section shall be provided by reputable insurance companies with claims paying abilities determined, in the reasonable opinion of a professionally certified risk manager or an independent insurance consultant, to be adequate for the purposes hereof. (f) The Authority and the City shall promptly apply for federal disaster aid or State disaster aid in the event that the Property are damaged or destroyed as a result of an earthquake or other disaster occurring at any time. To the extent permitted by law, the proceeds received as a result of such disaster aid shall be applied in accordance with Section 5.03 of the Indenture.

Section 5.02 Title Insurance . The City shall provi de, at its own expense, one or more CLTA or ALTA title insurance policies for the Property, in the aggregate amount of not less than the initial aggregate principal amount of the Bonds, said policy or policies shall insure (a) the fee interest of the City in the Property, (b) the Authority’s ground leasehold estate in the Property under the Ground Lease, and (c) the City’s leasehold estate hereunder in the Property, subject only to Permitted Encumbrances. All Net Insurance Proceeds received under said poli cy or policies shall be deposited with the Trustee and applied as provided in Section 5.04 of the Indenture. So long as any of the Bonds remain Outstanding, each policy of title insurance obtained pursuant to the Indenture or this Lease Agreement or required thereby or hereby shall provide that all proceeds thereunder shall be payable to the Trustee for the benefit of the Bond Owner.

Section 5.03 Additional Insurance Provision; Form of Policies . The City shall pay or cause to be paid when due the premiums for all insurance policies required by Section 5.01 hereof. All policies of insurance required by Sections 5.01 and 5.02 hereof shall provide that all proceeds thereunder shall be payable to the Trustee pursuant to a lender’s loss payable endorsement substantially in accordance with the form approved by the Insurance Services Office and the California Bankers Association. Except as otherwise permitted hereunder all insurance shall be provided by an insurance company rated “A” or better by A.M. Best or S&P. The Trust ee shall collect and receive all moneys which may become due and payable under any such policies, may compromise any and all claims thereunder and shall apply the proceeds of such insurance as provided in Sections 5.01 and 5.02 hereof.

All policies of ins urance required by this Lease Agreement shall provide that the Trustee and the Original Purchaser (but only if it still owns the Bonds) shall be given thirty (30) days’ notice of each expiration thereof or any intended cancellation thereof or reduction of the coverage provided thereby.

The Trustee shall not be responsible for the sufficiency of any insurance herein required or if forms of endorsement or policies comply with the provisions of this Lease Agreement and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the Trustee. The City shall pay when due the premiums for all insurance policies required by this Lease Agreement, and shall promptly furn ish evidence of such payments to the Authority.

The City shall cause to be delivered to the Trustee and the Original Purchaser (but only if it still owns the Bonds) on or before August 30 each year, commencing August 30, 2022, a schedule of the insurance p olicies being maintained in accordance herewith and a Certificate of the City stating that such policies are in full force and effect and that the City is in full compliance with the requirements of this Article. The Trustee shall be entitled to rely upon said Certificate of the City as to the City’s compliance with this Article. The Trustee shall not be responsible for the sufficiency of coverage or amounts of such policies.
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Section 5.04 Self-Insurance. Insurance provided through a California joint powers authority of which the City is a member or with which the City contracts for insurance shall be deemed to be self-insurance for purposes hereof. Any self -insurance maintained by the City pursuant to this Article shall comply with the following terms:
(a) the self -insurance program shall be approved in writing by a professionally certified risk manager or by an independent insurance consultant; (b) the self-insurance program shall include an actuarially sound claims reserve fund out of which each self -insured claim shall be paid, the adequacy of each such fund shall be evaluated on an annual basis by a professionally certified risk manager or by an independent insurance consultant and any deficiencies in any self-insured claims reserve fund shall be remedied in accordance with the recommendation of a professionally certified risk manager or such independent insurance consultant, as applicable; and
(c) in the event the self -insurance program shall be discontinued, the actuarial soundness of its claims reserve fund, as determined by a professionally certified risk manager or by an independent insurance consultant, shall be maintained.

ARTICLE VI

DEFAULTS AND REMEDIES
Section 6.01 Defaults and Remedies.
(a) (i) If the City shall fail (A) to pay any Rental Payment payable hereunder when the same becomes due and payable, time being expressly declared to be of the essence in this Lease Agreement, or (B) to keep, observe or perform any other term, covenant or condition contained herein or in the Indenture to be kept or performed by the City, or (ii) upon the happening of any of the events specified in this subsection or in subsection (b) of this Section, the City shall be deemed to be in default hereunder and it shall be lawful for the Authority to exercise any and all remedies available pursuant to law or granted p ursuant to this Lease Agreement. The City shall in no event be in default in the observance or performance of any covenant, condition or agreement in this Lease Agreement on its part to be observed or performed, other than as referred to in clause (i)(A) or (ii) of the preceding sentence, unless the City shall have failed, for a period of 30 days, or such additional time as is reasonably required, to correct any such default after notice by the Authority to the City properly specifying wherein the City has failed to perform any such covenant, condition or agreement. Upon any such default, the Authority, in addition to all other rights and remedies it may have at law, shall have the option to do any of the following:
(1) To terminate this Lease Agreement in the manner hereinafter provided on account of default by the City, notwithstanding any re -entry or re -letting of the Property as hereinafter provided for in subparagraph (2) hereof, and to re-enter the Property and remove all persons in possession thereof and all personal property whatsoever situated upon the Property and place such personal property in storage in any warehouse or other suitable place, for the account of and at the expense of the City. In the event of such termination, the City agrees to surr ender immediately possession of the Property, without let or hindrance, and to pay the Authority all damages recoverable at law that the Authority may incur by reason of default by the City, including, without limitation, any costs, loss or damage whatsoev er arising out of, in connection with, or incident to any such re -entry 127

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upon the Property and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. Neither notice to pay Ren tal Payments or to deliver up possession of the Property given pursuant to law nor any entry or re-entry by the Authority nor any proceeding in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property nor the appointment of a receiver upon initiative of the Authority to protect the Authority’s interest under this Lease Agreement shall of itself operate to terminate this Lease Agreement, and no termination of this Lease Agreement on account of default by the City shall be or become effective by operation of law or acts of the parties hereto, or otherwise, unless and until the Authority shall have given written notice to the City of the election on the part of the Authority to terminate this Lease Agreement. The City covenants and agrees that no surrender of the Property or of the remainder of the term hereof or any termination of this Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated by the Authority by such written notice.
(2) Without terminating this Lease Agreement, (x) to collect each installment of Rental Payments as the same become due and enforce any other terms or provisions hereof to be kept or performed by the City, regardless of whether or not the City has abandoned the Property, or (y) to exercise any and all rights of entry and re-entry upon the Property. In the event the Authority does not elect to terminate this Lease Agreement in the manner provided for in subparagraph (1) hereof, the City shall remain liable and agrees to keep or perform all covenants and conditions herein contained to be kept or performed by the City and, if the Property is not re -let, to pay the full amount of the Rental Payments to the end of the term of this Lease Agreement or, in the event that the Property is re-let, to pay any deficiency in Rental Payments that results therefrom; and further agrees to pay said Rental Payments and/or Rental Payment deficiency punctually at the same time and in the same manner as hereinabove provided for the payment of Rental Payments hereunder, notwithstanding the fact that the Authority may have received in previous years or may receive thereafter in subsequent years Rental Payments in excess of the Rental Payments herein specified, and notwithstanding any entry or re-entry by the Authority or suit in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property. Should the Authority elect to re -enter as herein provided, the City hereby irrevocably appoints the Authority as the agent and attorney-in-fact of the City to re-let the Property, or any part thereof, from time to time, either in the Authority’s name or otherwise, upon such terms and conditions and for such use and period as the Authority may deem advisable and to remove all persons in possession thereof and all personal property whatsoever situated upon the Property and to place such personal property in storage in any warehouse or other suitable place, for the account of and at the expense of the City, and the City hereby indemnifies and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon and re-letting of the Property and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. The City agrees that the terms of this Lease Agreement constitute full and sufficient notice of the right of the Authority to re-let the Property in the event of such re-entry without effecting a surrender of this Lease Agreement, and further agrees that no acts of the Authority in effecting such re -letting shall consti tute a surrender or termination of this Lease Agreement irrespective of the use or the term for which such re-letting is made or the terms and conditions of such re-letting, or otherwise, but that, on the contrary, in the event of such default by the City the right to terminate this Lease Agreement shall vest in the Authority to be effected in the sole and exclusive manner provided for in subparagraph (1) hereof. The City further agrees to pay the Authority the cost of any alterations or additions to the Property necessary to place the Property in condition for re-letting immediately upon notice to the City of the completion and installation of such additions or alterations. 128

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The City hereby waives any and all claims for damages caused or which may be caused by the Authority in re-entering and taking possession of the Property as herein provided and all claims for damages that may result from the destruction of or injury to the Property and all claims for damages to or loss of any property belonging to the City, or any other person, that may be in or upon the Property. (b) If (i) the City’s interest in this Lease Agreement or any part thereof be assigned or transferred, either voluntarily or by operation of law or otherwise, without the written consent of the Authority and, as hereinafter provided for, or (ii) the City or any assignee shall file any petition or institute any proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby the City asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of the City’s debts or obligations, or offers to the City’s creditors to elect a composition or extension of time to pay the City’s debts or asks, seeks or prays for reorganization or to effect a plan of reorganization, or for a readjustment of the City’s debts, or for an y other similar relief, or if any such petition or any such proceedings of the same or similar kind or character be filed or be instituted or taken against the City, or if a receiver of the business or of the property or assets of the City shall be appointed by any court, except a receiver appointed at the instance or request of the Authority, or if the City shall make a general assignment for the benefit of the City’s creditors, (iii) any representation, warranty or certification made by the City hereunder or in connection herewith shall have been incorrect or misleading when made, ( iv) any default occurs under any other agreement for borrowing money or receiving credit under which the City may be obligated as borrower, if such default consists of (A) the failure to pay any amount when due under such agreement or (B) the failure to perform any other obligation thereunder and such failure gives the holder of such agreement the right to accelerate the amounts payable thereunder, or (v) the City shall abandon o r vacate the Property, then the City shall be deemed to be in default hereunder.
(c) In addition to the other remedies set forth in this Section, upon the occurrence of an event of default, the Authority and its assignee shall be entitled to proceed to protect and enforce the rights vested in the Authority and its assignee by the Lease Agreement or by law. The provisions of the Lease Agreement and the duties of the City and of its city council, officers or employees shall be enforceable by the Authority or its assignee by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Without limiting the generality of the foregoing, the Authority and its assignee shall have the right to bring the following actions:
(i) Accounting. By action or suit in equity to require the City and its city council, officers and employees and its assigns to account as the trustee of an express trust. (ii) Injunction. By action or suit in equity to enjoin any acts or things which may be unlawful or in violation of the rights of the Authority or its assignee. (iii) Mandamus. By mandamus or other suit, action or proceeding at law or in equity to enforce the Authority’s or its assignee’s rights against the City (and its city council, officers and employees) and to compel the City to perform and carry out its duties and obligations under the law and its covenants and agreements with the City as provided herein.

Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted ar e cumulative and the single or partial exercise of any right, power or privilege hereunder shall not impair the right of the Authority to the further exercise thereof or the exercise of 129

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any or all other rights, powers or privileges. The term “re -let” or “re-letting” as used in this Section shall include, but not be limited to, re -letting by means of the operation by the Authority of the Property. If any statute or rule of law validly shall limit the remedies given to the Authority hereunder, the Authority nevertheless shall be entitled to whatever remedies are allowable under any statute or rule of law.

In the event the Authority shall prevail in any action brought to enforce any of the terms and provisions of this Lease Agreement, the City agrees to pay a reasonable amount as and for attorney’s fees incurred by the Authority in attempting to enforce any of the remedies available to the Authority hereunder.

Notwithstanding anything to the contrary contained in this Lease Agreement, the Authority shall have no right upon a default hereunder by the City to accelerate Rental Payments. (d) Notwithstanding anything to the contrary contained in this Lease Agreement, the termination of this Lease Agreement by the Authority and its assignees on account of a default by the City under this Section shall not effect or result in a termination of the Ground Lease.

Section 6.02 Waiver. Failure of the Authority to take advantage of any default on the part of the City shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this instrument be construed to waive or to lessen the right of the Authority to insist upon performance by the City of any term, covenant or condition hereof, or to exercise any rights given the Authority on account of such default. A waiver of a particular default shall not be deemed to be a waiver of any other default or of the same default subsequently occurring. The acceptance of Rental Payments hereunder shall not be, o r be construed to be, a waiver of any term, covenant or condition of this Lease Agreement.

ARTICLE VII

EMINENT DOMAIN; PREPAYMENT
Section 7.01 Eminent Domain . If all of the Property (or portions thereof such that the remainder is not usable for public purposes by the City) shal l be taken under the power of eminent domain, the term hereof shall cease as of the day that possession shall be so taken. If less than all of the Property shall be taken under the power of eminent domain and the remainder is usable for public purposes by the City at the time of such taking, then the Lease Agreement shall continue in full force and effect as to such remainder, and the parties waive the benefits of any law to the contrary, and in such event there shall be a partial abatement of the Rental Payments in accordance with the provisions of Section 3.06 hereof. So long as any Bonds shall be Outstanding, any award made in eminent domain proceedings for the taking of the Property, or any portion thereof, shall be paid to the Trustee and applied to the redemption of Bonds as provided in subsection (a) of Section 4.01 of the Indenture. Any such award made after all of the Bonds, and all other amounts due under the Indenture and hereunder, have been fully paid, or provision therefor made, shall be paid to the Authority and to the City as their respective interests may appear.

Section 7.02 Prepayment.
(a) Prior to the Tax-Exempt Reissuance Date, the City may prepay all or a portion of the Base Rental Payments attributable to the Bonds, from any source of available funds, on any 130

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Interest Payment Date , by paying (i) all or a portion, as selected by the City, of the principal components of such Base Rental Payments, and (ii) the accrued but unpaid interest component of such Base Rental Payments to be prepaid to the date of s uch prepayment. The Lease Payments may be prepaid at the following prepayment prices, expressed as a percentage of the principal amount to be prepaid, together with accrued interest to the prepayment date:

Prepayment Date Prepayment Price
Through and including December 15, 2023 103%
June 15, 2024 to and including December 15, 2025 102
June 15, 2026 to and including December 15, 2027 101
June 15, 2028 and any Interest Payment Date thereafter 100

(b) On and after the Tax -Exempt Reissuance Date, the City may prepay all or a portion of the Base Rental Payments attributable to the Bonds in accordance with the prepayment schedule and prepayment price that corresponds to the optional redemption of the Bonds selected by the Owner of th e Bonds as provided for in the Owner’s Certificate, the form of which is attached to the Indenture as Exhibit D.
(c) The City may prepay, from any source of available funds, all or any portion of the Base Rental Payments attributable to the Bonds by depositing with the Trustee moneys or securities as provided, and subject to the terms and conditions set forth, in Article X of the Indenture sufficient to make such Base Rental Payments when due or to make such Base Rental Payments through a specified date on whic h the City has a right to prepay such Base Rental Payments pursuant to subsection (a) or (b) of this Section, and to prepay such Base Rental Payments on such prepayment date, at a prepayment price determined in accordance with subsection (a) or (b) of this Section. (d) If less than all of the Base Rental Payments attributable to the Bonds are prepaid pursuant to this Section then, as of the date of such prepayment pursuant to subsection (a) or (b) of this Section, or the date of a deposit pursuant to subsection (c) of this Section, the principal and interest components of such Base Rental Payments shall be recalculated in order to take such prepayment into account. The City agrees that if, following a partial prepayment of such Base Rental Payments, the Property is damaged or destroyed or taken by eminent domain, or a defect in title to the Property is discovered, the City shall not be entitled to, and by such prepayment waives the right of, abatement of such prepaid Base Rental Payments and the City shall not be entitled to any reimbursement of such Base Rental Payments.
(e) If all of the Base Rental Payments are prepaid in accordance with the provisions of this Lease Agreement then, as of the date of such prepayment pursuant to subsection (a) or (b) of this Section, or deposit pursuant to subsection (c) of this Section, the term of this Lease Agreement shall be terminated.
(f) Prepayments of Base Rental Payments attributable to the Bonds made pursuant to this Section shall be applied to the redemption of the Bonds as directed by the City and as provided in Section 4.01 of the Indenture.
(g) Before making any prepayment pursuant to this Article, the City shall give written notice to the Authority, the Trustee and the Owner of the Bonds specifying the date on which the prepayment will be made, which date shall be not less than 30 nor more than 60 days from the date such notice is given to the Authority.
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ARTICLE VIII

COVENANTS
Section 8.01 Right of Entry. The Authority and its assignees shall have the right to enter upon and to examine and inspect th e Property during reasonable business hours (and in emergencies at all times) for any purpose connected with the Authority’s rights or obligations under this Lease Agreement, and for all other lawful purposes.

Section 8.02 Liens. In the event the City shall at any tim e during the term of this Lease Agreement cause any changes, alterations, additions, improvements, or other work to be done or performed or materials to be supplied, in or upon the Property, the City shall pay, when due, all sums of money that may become due for, or purporting to be for, any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the City in, upon or about the Property and which may be secured by a mechanics’, materialmen’s or other lien again st the Property or the Authority’s interest therein, and will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that, if the City desires to contes t any such lien, it may do so as long as such contestment is in good faith.

If any such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the City shall forthwith pay and discharge said judgment.

Section 8.03 Quiet Enjoyment . The parties hereto mutually covenant that the City, by keeping and performing the covenants and agreements herein contained, shall at all times during the term of this Lease Agreement peaceably and quietly have, hold and enjoy the Property without suit, trouble or hindrance from the Authority.

Section 8.04 Authority Not Liable . The Authority and its directors, officers, agents and employees, shall not be liable to the City or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Property. To the extent permitted by law, the City shall, at its expense, indemnify and hol d the Authority and the Trustee and all directors, members, officers and employees thereof harmless against and from any and all claims by or on behalf of any person, firm, corporation or governmental authority arising from the acquisition, construction, o ccupation, use, operation, maintenance, possession, conduct or management of or from any work done in or about the Property or from the subletting of any part thereof, including any liability for violation of conditions, agreements, restrictions, laws, ordinances, or regulations affecting the Property or the occupancy or use thereof, but excepting the negligence or willful misconduct of the persons or entity seeking indemnity. The City also covenants and agrees, at its expense, to pay and indemnify and sav e the Authority and the Trustee and all directors, officers and employees thereof harmless against and from any and all claims arising from (a) any condition of the Property and the adjoining sidewalks and passageways, (b) any breach or default on the part of the City in the performance of any covenant or agreement to be performed by the City pursuant to this Lease Agreement, (c) any act or negligence of licensees in connection with their use, occupancy or operation of the Property, or (d) any accident, injury or damage whatsoever caused to any person, firm or corporation in or about the Property or upon or under the sidewalks and passageways and from and against all costs, reasonable counsel fees, expenses and liabilities incurred in any action or proceedin g brought by reason of any claim referred to in this Section, but excepting the negligence or willful misconduct of the person or entity seeking indemnity. In the event that any action or proceeding is brought against the Authority or the Trustee or any d irector, member, officer 132

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or employee thereof, by reason of any such claim, the City, upon notice from the Authority or the Trustee or such director, member, officer employee thereof, covenants to resist or defend such action or proceeding by counsel reason ably satisfactory to the Authority or the Trustee or such director, member, officer or employee thereof.

Section 8.05 Assignment and Subleasing. Neither this Lease Agreement nor any interest of the City hereunder shall be sold, mortgaged, pledged, assigned, or transfe rred by the City by voluntary act or by operation by law or otherwise. The Property may not be subleased in whole or in part by the City without the prior written consent of the Authority. Any such sublease shall be subject to all of the following conditions:
(a) this Lease Agreement and the obligation of the City to make all Rental Payments hereunder shall remain the primary obligation of the City; (b) the City shall, within 30 days after the delivery thereof, furnish or cause to be furnished to the Authority and the Trustee a true and complete copy of such sublease; (c) no such sublease by the City shall cause the Property to be used for a purpose other than a governmental or proprietary function authorized under the provisions of the Constitution and laws of the State of California;
(d) any sublease of the Property by the City shall explicitly provide that such sublease is subject to all rights of the Authority under the Lease Agreement, including, the right to re-enter and re-let the Property or terminate the Lease Agreement upon a default by the City; and (e) if the Tax -Exempt Reissuance Date has occurred, the City shall furnish the Authority and the Trustee with an Opinion of Counsel to the effect that such sublease will not, in and of itself, cause the interest on the Bonds to be included in gross income for federal income tax purposes.

Section 8.06 Title to Property. Upon the termination or expiration of this Lease Agreement (other than as provided in Section 6.01 and Section 7.01 hereof), and the first date upon which the Bonds are no longer Outstanding, all right, title and interest in and to the Property shall vest in the City.

Upon any such termination or expiration, the Authority shall execute such conveyances, deeds and other documents as may be necessary to effect such vesting of record.

Section 8.07 Authority’s Purpose. The Authority covenants that, prior to the discharge of this Lease Agreement and the Bonds, it will not engage in any activities inconsistent with the purposes for which the Authority is organized, as set forth in the Joint Powers Agreement.

Section 8.08 Condemnation of Property . The City hereby covenants and agrees, to the extent it may lawfully do so, that so long as any of the Bonds remain outstanding and unpaid, the City will not exercise the power of condemnation with respect to the Property. The City further covenants and agrees, to the extent it may lawfully do so, that if for any reason the foregoing covenant is determined to be unenforceable or if the City shall fail or refuse to abide by such covenant and condemns the Property, then the appraised value of the Property shall not be less than the greater of:
(i) if the Bonds are then subject to redemption, the principal of and interest on the Bonds outstanding through the date of redemption, or (ii) if such Bonds are not then s ubject to redemption, the amount necessary to defease such Bonds to the first available redemption date in accordance with the Indenture 133

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Section 8.09 Environmental Matters.
(a) The City will comply with Applicable Environmental Law and shall not use, store, generate, treat, transport or dispose of any Hazardous Substance on, or in a manner that would cause it to later flow, migrate, leak, leach or otherwise come to rest on or in the Property. (b) The City will transmit copies of all records concerning the contact with any local, State or federal agency concerning any violation of any Applicable Environmental Law involving the Property, and all notices, orders or statements received from any governmental entity concerning violations of Applicable Environmental Law with respect to the Property and any operations conducted thereon or any conditions existing thereon to the Trustee. The City shall notify the Trustee in writing immediately of any release, discharge, spill or deposit of any Hazardous Substance that has occurred or is occurring which in any way affects or threatens to affect the Property, or the people, structures, equipment or other property thereon. (c) The City shall permit the Authority, its agents or any experts designated by the Authority to have full access to the Pro perty during reasonable business hours for purposes of such independent investigation of compliance with the Applicable Environmental Law.

Section 8.10 Representations and Warranties of the City. The City makes the following representations and warranties to the Authority as of the date of the execution and delivery of this Lease Agreement:
(a) The City is a municipal corporation and general law city , duly organized and existing under and by virtue of the laws of the State, has full legal right, power and authority under the laws of the State to enter into the Ground Lease and this Lease Agreement and to carry out and consummate all transactions on its part contemplated hereby and thereby, and by proper action the City has duly authorized the execution and delivery by the City of the Ground Lease and this Lease Agreement.
(b) The representative of the City executing the Ground Lease and this Lease Agreement has been fully authorized to execute the same by a resolution duly adopted by the City Council of the City.
(c) The Ground Lease and this Lease Agreement have been duly authorized, executed and delivered by the City and constitute the legal, valid and binding agreements of the City enforceable against the City in accordance with their respective terms. (d) The execution and delivery of the Ground Lease and this Lease Agreement, the consummation of the transactions therein and herein contemplated and the fulfillment of or compliance with the terms and conditions thereof and hereof, do not and will not conflict with or constit ute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, le ase, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the 134

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transactions contemplated by the Ground Lease or this Lease Agreement or the financial condition, assets, properties or operations of the City.
(e) No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of the Ground Lease and this Lease Agreement, or the consummation of any transaction therein and herein contemplated, except as have been obtained or made and as are in full force and effect.
(f) There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending and notice of which has been served on the City or, to the knowledge of the City after reasonable investigation, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material a nd adverse effect upon the consummation of the transactions contemplated by or the validity of the Ground Lease and this Lease Agreement or upon the financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default would have consequences that would materially and adversely affect the consummation of the transactio ns contemplated by this Lease Agreement, or the financial condition, assets, properties or operations of the City. (g) The City reasonably believes that sufficient funds can be obtained to make all Base Rental Payments and all other amounts required to be paid pursuant to this Lease Agreement. (h) The City has never non-appropriated or defaulted under any of its payment or performance obligations or covenants, either under any financing lease of the same general nature as this Lease Agreement, or under any of its bonds, notes, or other debt obligations. (i) The City is the owner in fee of title to the Property. No lien or encumbrance on the Property materially impairs the City’s use of the Property for the purposes for which it is, or may reasonably be expected to be, held.
(j) The City has experienced no material change in its financial condition since June 30, 2021.
(k) The Property complies with all applicable restrictive covenants, zoning ordinances, building laws and other applicable laws (including without limitation, the Americans with Disabilities Act, as amended). The City is the owner in fee of title to the Property. No lien or encumbrance on the Property materially impairs the City’s use of the Property for the purposes for which it is, or may reasonably be expected to be, held. (l) The Property is free of all Hazardous Substances, and the City is in full compliance with all Applicable Environmental Laws.
(m) The Property is not located in a flood hazard area and has never been subject to material damage from flooding.
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(n) The Pro perty is necessary to the City in order for the City to perform its governmental functions and the lease thereof for use by the City is in the best interest of the City (o) The statement of financial position of the City as of June 30, 2020, and the related statement of activities and statement of cash flows and changes in financial position for the year then ended and the auditors’ reports with respect thereto, copies of which have heretofore been furnished to the Original Purchaser of the Bonds, are complete and correct and fairly present the financial condition, changes in financial position and results of operations of the City at such date and for such period, and were prepared in accordance with generally accepted accounting principles. Since the period of such statements, there has been no (i) change which would have a Material Adverse Effect on the City’s operations or financial condition and (ii) no material increase in the indebtedness of the City.

Section 8.11 Representations and Warranties of the Authority. The Authority makes the following representations and warranties to the City as of the date of the execution and delivery of this Lease Agreement:
(a) The Authority is a joint powers authority duly organized and existing under the laws of the State, has full legal right, power and authority to enter into the Ground Lease, this Lease Agreement and the Assignment Agreement and to carry out and consummate all transactions on its part contemplated hereby and thereby, and by proper action the Authority has duly authorize d the execution and delivery by the Authority of the Ground Lease, this Lease Agreement and the Assignment Agreement.
(b) The representative of the Authority executing the Ground Lease, this Lease Agreement and the Indenture is fully authorized to execute the same under official action taken by the Board of Directors of the Authority.
(c) The Ground Lease, this Lease Agreement and the Indenture have been duly authorized, executed and delivered by the Authority and constitute the legal, valid and binding agreements of the Authority, enforceable against the Authority in accordance with their respective terms.
(d) The execution and delivery of the Ground Lease, this Lease Agreement and the Indenture, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the Authority is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Authority, which conflict, violation, breach, default, lien, charge or encumbrance wou ld have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Ground Lease, this Lease Agreement and the Assignment Agreement or the financial condition, assets, properties or operations of the Authority. (e) No consent or approval of any trustee or holder of any indebtedness of the Authority, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of the Ground 136

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Lease, this Lease Agreement or the Indenture, or the consummation of any transaction herein or therein contemplated, except as have been obtained or made and as are in full force and effect. (f) There is no action, suit, proce eding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending and notice of which has been served on the Authority or, to the knowledge of the Authority after reasonable investigation, threatened against or affecting the Authority or the assets, properties or operations of the Authority which, if determined adversely to the Authority or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of the Ground Lease, this Lease Agreement or the Indenture, or upon the financial condition, assets, properties or operations of the Authority, and the Authority is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default would have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Ground Lease, this Lease Agreement or the Indenture or the financial condition, assets, properties or operations of the Authority.

Section 8.12 Records and Accounts . The City covenants and agrees that it shall keep proper books of record and accounts of its operations, in which complete and c orrect entries shall be made of all transactions relating to the City. Said books and records shall at all reasonable times be subject to the inspection of the Authority and the Trustee upon 72 hours’ prior notice.

ARTICLE IX

NO CONSEQUENTIAL DAMAGES;
USE OF THE PROPERTY; SUBSTITUTION OR RELEASE
Section 9.01 No Consequential Damages. In no event shall the Authority or the Trustee be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Lease Agreement or the City’s use of the Property.

Section 9.02 Use of the Property. The City will not use, operate or maintain the Property improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Lease Agreement. In addition, the City agrees to comply in all respects (including, without limitation, with respect to the use, maintenance and operation of the Property) with all laws of the jurisdictions in which its operations may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the Property; provided, however, that the City may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of the Authority, adversely aff ect the estate of the Authority in and to any of the Property or its interest or rights under this Lease Agreement.

Section 9.03 Substitution or Release of the Property . With the prior written consent of the Owner of the Original Purchaser (but only if it still owns the Bonds), the City shall have the right to substitute alternate real property for any portion of the Property or to release a portion of the Property from this Lease Agreement. All costs and expenses incurred in connection with such substitution or release shall be borne by the City. Notwithstanding any substitution or release of Property pursuant to this Section, there shall be no reduction in or abatement of the Base Rental Payments due from the City hereunder as a result of such substitution or release. Any such substitution or release of any portion of the Property shall be subject to the following specific conditions, which are hereby made conditions precedent to such substitution or release:
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(a) a certificate of the City that the Property, as constituted after such substitution or release, (i) has an annual fair rental value at least equal to the maximum Base Rental Payments payable by the City in any Rental Period, and (ii) has a useful life in excess of the final maturity of any Outstanding Bonds;
(b) the City shall have obtained or caused to be obtained a CLTA or ALTA title insurance policy or policies with respect to any substituted property in the amount at least equal to the aggregate principal amount of any Outstanding Bonds of the type and with the endorsements described in Section 5.02 hereof;
(c) if the Tax-Exempt Reissuance Date has occurred, the City shall have provided the Trustee and the Original Purchaser (but only if it still owns the Bonds) with an Opinion of Counsel to the effect that such substitution or release will not, in and of itself, cause the interest on the Bonds to be included in gross income for federal income tax purposes; and (d) the City, the Authority and the Trustee shall have executed, and the City shall have caused to be recorded with the Riverside County Recorder, any document necessary to reconvey to the City the portion of the Property being released and to include any substituted real property in the description of the Property contained herein and in the Ground Lease.

ARTICLE X

MISCELLANEOUS
Section 10.01 Law Governing . THIS LEASE AGREEMENT SHALL BE GOVERNED

EXCLUSIVELY BY THE PROVISIONS HEREOF AND BY THE LAWS OF THE STATE OF CALIFORNIA AS THE SAME FROM TIME TO TIME EXIST.

Section 10.02 Notices. All written notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

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Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier, upon the sender’s rece ipt of an appropriate answerback or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

Section 10.03 Validity and Severability . If for any rea son this Lease Agreement shall be held by a court of competent jurisdiction to be void, voidable or unenforceable by the Authority or by the City, or if for any reason it is held by such a court that any of the covenants and conditions of the City hereunder, including the covenant to pay Rental Payments, is unenforceable for the full term hereof; then and in such event this Lease Agreement is and shall be deemed to be a Lease Agreement under which the Rental Payments are to be paid by the City annually in c onsideration of the right of the City to possess, occupy and use the Property, and all of the terms, provisions and conditions of this Lease Agreement, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect.

Section 10.04 Net-Net-Net Lease. This Lease Agreement shall be deemed and construed to be a “net-net-net lease” and the City hereby agrees that the Rental Payments shall be an absolute net return to the Authority, free and clear of any expenses, charges or set -offs whatsoever and notwithstanding any dispute between the City and the Authority.

Section 10.05 Taxes. The City shall pay or cause to be paid all taxes and assessments of any type or nature charged to the Authority or affecti ng the Property or the respective interests or estates therein; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the term of this Lease Agreement as and when the same become due.

The City or any sublessee may, at the City’s or such sublessee’s expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority or the Trustee shall no tify the City or such sublessee that, in the opinion of independent counsel, by nonpayment of any such items, the interest of the Authority in the Property will be materially endangered or the Property, or any part thereof, will be subject to loss or forfe iture, in which event the City or such sublessee shall promptly pay such taxes, assessments or charges or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority and the Trustee.

Section 10.06 Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease Agreement.

Section 10.07 Amendments. This Lease Agreement and the Ground Lease may be amended and the rights and obligations of the Authority and the City hereunder and thereunder may be amended at any time by an amendment hereto or thereto which shall become binding upon execution and 139

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delivery by the Authority and the City, but only with the prior written consent of the Owner of the Bonds, which consent shall not be unreasonably withheld.

Section 10.08 Assignment. The City and the Authority hereby acknowledge the assignment of this Lease Agreement (except for the Authority’s obligations and its rights to give c onsents or approvals hereunder), and the Base Rental Payments payable hereunder, to the Trustee pursuant to the Assignment Agreement.

Section 10.09 Execution. This Lease Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Lease Agreement.

Section 10.10 Role of Original Purchaser . Inasmuch as the purchase of the Bonds represents a negotiated transaction, each of the Authority and the City understands, and hereby confirms, that the Original Purchaser is not acting as a fiduciary of the Authority or the City, but rather is acting solely in its capacity as purchaser of the Bonds, for its own account. Each of Authority and the City acknowledges and agrees that: (i) the transaction that is contemplated herein is an arm’s length commercial transaction among the Authority, the City and the Original Purchaser and its affiliates; (ii) in connection with such transaction, the Original Purchaser and its affiliates are acting solely as principals and not as advisors including, without limitation, “Municipal Advisors” as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the “Municipal Advisor Rules”); (iii) the Original Purchaser and its affiliates are relying on the bank exemption in the Municipal Advisor Rules; (iv) the Original Purchaser and its affiliates have not provided any advice or assumed any advisory or fiduciary responsibility in favor of the Authority or the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (whether or not the Original Purchaser, or any affiliate thereof, has provided other services or advised, or is currently providing other services or advising the Authority or the City on other matters); (v) the Original Purchaser and its affiliates have financial and other interests that differ from those of the Authority and the City; and (vi) each of the Authority and the City has consulted with its own financial, legal, accounting, tax and other advisors, as applicable, to the extent that it deemed appropriate.

Section 10.11 Trustee as Third Party Beneficiary . The Trustee is made a beneficiary hereunder with all right of a third party beneficiary.

Section 10.12 Judicial Reference.
(a) The City hereby agrees as follows:
(i) each proceeding or hearing based upon or arising out of, directly or indirectly, this Lease Agreement or any document related thereto, any dealings of the City related to the subject matter of this Lease Agreement or any related transactions (hereinafter, a “Claim”) shall be determined by a consensual general judicial reference (the “Reference”) pursuant to the provisions of section 638 et seq. of the California Code of Civil Procedure, as such statutes may be amended or modified from time to time;
(ii) upon a written request, or upon an appropriate motion by the City, any pending action relating to any Claim a nd every Claim shall be heard by a single Referee (as defined below) who shall then try all issues (including any and all questions of law and questions of fact relating 140

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thereto), and issue findings of fact and conclusions of law and report a statement of decision. The Referee’s statement of decision will constitute the conclusive determination of the Claim. The City agrees that the Referee shall have the power to issue all legal and equitable relief appropriate under the circumstances before the Referee;
(iii) the City shall promptly and diligently cooperate with the Referee and shall perform such acts as may be necessary to obtain prompt and expeditious resolution of all Claims in accordance with the terms of this section;
(iv) the City may file the Referee’s finding s, conclusions and statement with the clerk or judge of any appropriate court, file a motion to confirm the Referee’s report and have judgment entered thereon. If the report is deemed incomplete by such court, the Referee may be required to complete the report and resubmit it; and
(v) the City will have such rights to assert such objections as are set forth in section 638 et seq. of the California Code of Civil Procedure. (b) The parties to the Reference proceeding shall select a single neutral referee (the “Referee”), who shall be a retired judge or justice of the courts of the State, or a federal court judge, in each case, with at least 10 years of judicial experience in civil matters. The Referee shall be appointed in accordance with section 638 of the California Code of Civil Procedure (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts). If within 10 days after the request or motion for the Reference, the parties to the Reference proce eding cannot agree upon a Referee, then any party to such proceeding may request or move that the Referee be appointed by the Presiding Judge of the Fresno County Superior Court or the other similar federal court. The Referee shall determine all issues re lating to the applicability, interpretation, legality and enforceability of this section.
(c) No provision of this section shall limit the right of the City to (i) exercise such self-help remedies as might otherwise be available under applicable law; or (ii) o btain or oppose provisional or ancillary remedies, including without limitation injunctive relief, writs of possession, the appointment of a receiver, and/or additional or supplementary remedies from a court of competent jurisdiction before, after, or during the pendency of any Reference. The exercise of, or opposition to, any such remedy does not waive the right of the City to the Reference pursuant to this section. (d) Promptly following the selection of the Referee, the parties to such Reference proceeding shall each advance equal portions of the estimated fees and costs of the Referee. In the statement of decision issued by the Referee, the Referee shall award costs, including reasonable attorneys’ fees, to the prevailing party, if any, and may order the Referee’s fees to be paid or shared by the parties to such Reference proceeding in such manner as the Referee deems just. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the Authority and the City have caused this Lease Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

CITY OF SANGER
By:

Tim Chapa
City Manager
ATTEST:

Rebecca Ramirez
City Clerk

SANGER FINANCING AUTHORITY
By:

Tim Chapa
Executive Director
ATTEST:

Rebecca Ramirez
Secretary

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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in the Property conveyed under the foregoing to the City of Sanger, a municipal corporation and a general law city duly organized and existing under the Constitution and laws of the State of California, is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Sanger, pursuant to authority conferred by resolutions of the said City Council adopted on __________, 2022 and the grantee consents to recordation thereof by its duly authorized officer.

Dated: __________, 2022 CITY OF SANGER
By:

Tim Chapa
City Manager

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EXHIBIT A

DESCRIPTION OF THE PROPERTY
All that real property situated in the City of Sanger, County of Fresno, State of California, described as follows:

PARCEL 2 OF PARCEL MAP NO. 75-4, RECORDED IN BOOK 16, PAGE 92, OF PARCEL MAPS, RECORDS OF SAID COUNTY.

APN 317-094-35

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EXHIBIT B

BASE RENTAL PAYMENT SCHEDULE
Base Rental Deposit Date Principal Component Interest Component(1) Total Base Rental

(1) At the Taxable Rate and assuming no application of the Default Rate.

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INDENTURE
by and among

SANGER FINANCING AUTHORITY
and

CITY OF SANGER
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of __________ 1, 2022
Relating to
$__________

SANGER FINANCING AUTHORITY
LEASE REVENUE REFUNDING BONDS, SERIES 2022A

146

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ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions ................................................................................................................. 2 Section 1.02 Equal Security .......................................................................................................... 12

ARTICLE II

THE BONDS
Section 2.01 Authorization of Bonds ............................................................................................ 12 Section 2.02 Terms of the Bonds .................................................................................................. 12 Section 2.03 Form of Bonds ......................................................................................................... 13 Section 2.04 Transfer and Exchange of Bonds ............................................................................. 13 Section 2.05 Registration Books ................................................................................................... 14 Section 2.06 Execution of Bonds .................................................................................................. 14 Section 2.07 Authentication of Bonds .......................................................................................... 14 Section 2.08 Temporary Bonds .................................................................................................... 14 Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen ............................................................ 14 Section 2.10 Conversion to Tax-Exempt Interest Rate ................................................................. 15

ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of Bonds .................................................................................................... 15 Section 3.02 Application of Proceeds of the Bonds ..................................................................... 16 Section 3.03 Costs of Issuance Fund ............................................................................................ 16 Section 3.04 No Additional Bonds ............................................................................................... 16

ARTICLE IV

REDEMPTION OF BONDS
Section 4.01 Redemption of Bonds .............................................................................................. 16 Section 4.02 Notice of Redemption .............................................................................................. 17 Section 4.03 Selection of Bonds for Redemption ......................................................................... 17 Section 4.04 Partial Redemption of Bonds ................................................................................... 18 Section 4.05 Effect of Notice of Redemption ............................................................................... 18

ARTICLE V
SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations ..................................................................................... 18 Section 5.02 Flow of Funds .......................................................................................................... 18 Section 5.03 Application of Net Insurance Proceeds.................................................................... 19 Section 5.04 Title Insurance ......................................................................................................... 21 Section 5.05 Rebate Fund ............................................................................................................. 21 Section 5.06 Investment of Moneys ............................................................................................. 21

ARTICLE VI

COVENANTS
Section 6.01 Compliance with Agreements .................................................................................. 22 147

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Section 6.02 Compliance with Ground Lease and Lease Agreement ........................................... 22 Section 6.03 Observance of Laws and Regulations ...................................................................... 23 Section 6.04 Other Liens .............................................................................................................. 23 Section 6.05 Prosecution and Defense of Suits ............................................................................ 23 Section 6.06 Accounting Records and Statements ....................................................................... 23 Section 6.07 Recordation and Filing ............................................................................................. 23 Section 6.08 Tax Covenants ......................................................................................................... 24 Section 6.09 Reporting Requirements .......................................................................................... 24 Section 6.10 Further Assurances .................................................................................................. 24 Section 6.11 No Public Registration ............................................................................................. 25

ARTICLE VII

DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default ..................................................................................................... 25 Section 7.02 Other Remedies of the Trustee ................................................................................ 25 Section 7.03 Non-Waiver ............................................................................................................. 25 Section 7.04 Remedies Not Exclusive .......................................................................................... 26 Section 7.05 No Liability by the Authority to the Owner............................................................. 26 Section 7.06 No Liability by the City to the Owner ..................................................................... 26 Section 7.07 No Liability of the Trustee to the Owner ................................................................. 26 Section 7.08 Application of Amounts After Default .................................................................... 26 Section 7.09 Trustee May Enforce Claims Without Possession of Bonds ................................... 27 Section 7.10 Limitation on Suits ................................................................................................... 27

ARTICLE VIII

THE TRUSTEE
Section 8.01 Employment of the Trustee ...................................................................................... 27 Section 8.02 Duties, Removal and Resignation of the Trustee..................................................... 27 Section 8.03 Compensation of the Trustee ................................................................................... 28 Section 8.04 Protection of the Trustee .......................................................................................... 29

ARTICLE IX

MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted ............................................................. 31 Section 9.02 Effect of Supplemental Indenture ............................................................................ 31 Section 9.03 Endorsement of Bonds; Preparation of New Bonds ................................................ 31

ARTICLE X

DEFEASANCE
Section 10.01 Discharge of Indenture ............................................................................................. 32 Section 10.02 Bonds Deemed To Have Been Paid ......................................................................... 33 Section 10.03 Payment of Bonds After Discharge of Indenture ..................................................... 33 148

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ARTICLE XI

MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties .................................................................. 33 Section 11.02 Successor Deemed Included in all References to Predecessor ................................ 34 Section 11.03 Execution of Documents by Owner ......................................................................... 34 Section 11.04 Waiver of Personal Liability .................................................................................... 34 Section 11.05 Destruction of Bonds ............................................................................................... 34 Section 11.06 Funds and Accounts ................................................................................................. 34 Section 11.07 Article and Section Headings Gender and References ............................................ 35 Section 11.08 Entire Agreement; Partial Invalidity ........................................................................ 35 Section 11.09 Disqualified Bonds .................................................................................................. 35 Section 11.10 Money Held for Particular Bonds ............................................................................ 36 Section 11.11 Payment on Non-Business Days .............................................................................. 36 Section 11.12 California Law ......................................................................................................... 36 Section 11.13 Notices ..................................................................................................................... 36 Section 11.14 Execution in Counterparts ....................................................................................... 37

Signatures ............................................................................................................................... S-1

EXHIBIT A FORM OF BOND .................................................................................................. A-1 EXHIBIT B FORM OF ELECTION OF CONVERSION TO TAX-EXEMPT RATE ............ B-1 EXHIBIT C FORM OF OPINION AND RELIANCE LETTER OF BOND COUNSEL ........ C-1 EXHIBIT D FORM OF OWNER’S CERTIFICATE ................................................................ D-1 EXHIBIT E FORM OF PURCHASER’S CERTIFICATE ....................................................... E-1

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INDENTURE
THIS INDENTURE (this “Indenture”), executed and entered into as of __________ 1, 2022, is by and among the SANGER FINANCING AUTHORITY , a joint exercise of powers entity duly organized and existing under the laws of the State of California (the “Authority”), the CITY OF SANGER, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution a nd laws of the State of California (the “City”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION , a national banking association duly organized and existing under and by virtue of the laws of the United States, as Trustee (the “Trustee”); WITNESSETH:

WHEREAS, the City and the Authority previously financed the costs of various public improvements (the “Project”) through the issuance of the Sanger Financing Authority Lease Revenue Bonds, Series 2013 (the “2013 Bonds”);
WHEREAS, the City and the Authority desire to refinance the costs of the Project by refunding the 2013 Bonds through the issuance of the Bonds (as defined herein); WHEREAS, in connection with the issuance of the Bonds, the City will lease certain real property and the improvements located thereon (the “Property”) to the Authority pursuant to a Ground Lease, dated as of the date hereof, and the City will sublease the Property back from the Authority pursuant to a Lease Agreement, dated as of the date hereof (the “Lease Agreement”); WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to refinance the Project through the issuance by the Authority of the Bonds payable from the Base Rental Payments (as defined herein) to be made by the City under the Lease Agreement;
WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of the date hereof;
WHEREAS, the Authority and the City desire to provide for the issuance by the Authority of the Bonds in the aggregate principal amount of $__________, in order to refinance the Project; WHEREAS, the Bonds will be payable equally and ratably from the Base Rental Payments; WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority and the City have authorized the execution and delivery of this Indenture; and WHEREAS, the Authority and the City have determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein s et forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture has been in all respects duly authorized;
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NOW THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties do hereby agree as follows:

ARTICLE I

DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment her eof or supplement hereto and of the Bonds and of any certificate, opinion, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Lease Agreement. “Act” means the Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code.
“Additional Rental Payments” means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.02 of the Lease Agreement. “Assignment Agreement” means the Assignment Agreement, dated as of the date hereof, by and between the Authority and the Trustee.
“Authority” means the Sanger Financing Authority, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California. “Authorized Authority Representative ” means the Cha ir, the Vice Chair, the Executive Director or the Treasurer of the Authority, or the City Manager of the City, or any other person authorized by the Board of Directors of the Authority to act on behalf of the Authority under or with respect to this Indenture.
“Authorized City Representative” means the Mayor of the City or the City Manager of the City, or any other person authorized by the City Council of the City to act on behalf of the City under or with respect to this Indenture.
“Authorized Denomination” means, for the Bond, the original principal amount thereof, as reduced by payment or redemption as provided herein.
“Base Rental Payment Fund ” means the fund by that name established in accordance with Section 5.02 hereof.
“Base Rental Payments ” means all amounts payable to the Authority by the City as Base Rental Payments pursuant to Section 3.01 of the Lease Agreement. “Bond” or “Bonds” means the Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A issued hereunder.
“Business Day” means a day which is not (a) a Saturday, Sunday or legal holiday, (b) a day on which banking institutions or trust companies in New York, New York, Wilmington, Delaware or the State of California, or in any state in which the Office of the Trustee is located, a re required or 151

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authorized by law (including regulation or executive order) to close, or (c) a day on which the New York Stock Exchange is closed.
“City” means the City of Sanger, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Closing Date” means __________, 2022.
“Code” means the Internal Revenue Code of 1986.
“Costs of Issuance” means all the costs of issuing and delivering the Bonds, including, but not limited to, all printing and document preparation expenses in connection with this Indenture, the Lease Agreement, the Ground Lease, the Assignment Agreement and the Bonds, legal fees and expenses of counsel with the issuance and deliver y of the Bonds, the initial fees and expenses of the Trustee and Escrow Agent and its counsel and other fees and expenses incurred in connection with the issuance and delivery of the Bonds, to the extent such fees and expenses are approved by the City. “Costs of Issuance Fund ” means the fund by that name established in accordance with Section 3.04 hereof.
“Date of Taxability” means the date from and after which interest on the Bonds is subject to federal income taxation as a result of a Determination of Taxability. “Default Rate” means the interest rate then in effect on the Bonds, plus three percent (3.00%) (calculated on the basis of a 365-day year and actual days elapsed). “Determination of Taxability ” means any determination, decision, or decree ma de by the Commissioner or any District Director of the Internal Revenue Service, or by any court of competent jurisdiction, that as a result of any actions or omissions of the Authority with respect to the Bonds the interest payable on the Bonds is includable in the gross income for federal income tax purposes of the Owner of the Bonds, provided, however, that no such Determination of Taxability shall be deemed to have occurred if the Authority is contesting such determination in good faith and is diligentl y proceeding to prosecute such contest until the earliest of (a) a final determination from which no appeal may be taken with respect to such determination, or (b) abandonment of such appeal by the Authority. “Escrow Agent ” means U.S. Bank Trust Company, National Association , and the escrow agent under the Escrow Agreement.
“Escrow Fund” means the fund by that name established under the Escrow Agreement, dated as of __________ 1, 2022, by and among the City, the Authority and the Escrow Agent, relating to the refunding of the Sanger Financing Authority Lease Revenue Bonds, Series 2013. “Federal Securities” means (1) cash, (2) non-callable direct obligations of the United States of America (“Treasuries”), (3) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (4) pre -refunded municipal obligations rated “AAA” and “Aaa” by S&P and Moody's, respectively, or (5) securities eligible for “AAA” defeasance 152

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under then existing criteria of S&P or any combination thereof, shall be used to effect defeasance of the Bonds.
“Ground Lease” means the Ground Lease, dated as of the date hereof, by and between the City and the Authority, as originally exec uted and as it may from time to time be amended in accordance with the provisions thereof and of the Lease Agreement. “Indenture” means this Indenture, as originally executed and as it may be amended or supplemented from time to time by any Supplemental Indenture. “Interest Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Interest Payment Date ” means June 15 and December 15 of each year, commencing on June 15, 2022.
“Lease Agreement” means the Lease Agreement, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may be from time to time amended in accordance with the provisions thereof.
“Moody’s” means Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, except that if such corporation shall no longer perform the function of a securities rating agency for any reason, the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority. “Office of the Trustee ” means the principal corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Authority and the City by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.
“Opinion of Counsel” means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the Authority or the City and which written opinion is satisfactory to the Trustee.
“Original Purchaser” means First Foundation Public Finance, a Delaware statutory trust and wholly owned subsidiary of First Foundation Bank.
“Outstanding,” when used as of any particular time w ith reference to Bonds, means (subject to the provisions of Section 11.09 hereof) all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except:
(a) Bonds theretofore canceled by the Trustee or surrendere d to the Trustee for cancellation;
(b) Bonds with respect to which all liability of the Authority shall have been discharged in accordance with Section 10.01 hereof; and 153

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(c) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture. “Owner” means the Person in whose name the Bonds is registered on the Registration Books. “Permitted Investments” means any of the following to the extent the n permitted by the general laws of the State of California:
(1) (a) Direct obligations (other than an obligation subject to —Variation in principal repayment) of the United States of America (“United States Treasury Obligations”), (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United St ates of America when such obligations are backed by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated (collectively “United States Obligations”).

These include, but are not necessarily limited to:
-U.S. Treasury obligations
All direct or fully guaranteed obligations
-General Services Administration
Participation certificates
-U.S. Maritime Administration
Guaranteed Title XI financing
-Small Business Administration
Guaranteed participation certificates
Guaranteed pool certificates
-Government National Mortgage Association (GNMA)
GNMA-guaranteed mortgage-backed securities
GNMA-guaranteed participation certificates
-U.S. Department of Housing & Urban Development
Local authority bonds
-Washington Metropolitan Area Transit Authority
Guaranteed transit bonds
(2) Federal Housing Administration debentures.
(3) The listed obligations of government-sponsored agencies which are not backed by the full faith and credit of the United States of America:
-Federal Home Loan Mortgage Corporation (FHLMC)
Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) Senior debt obligations
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-Farm Credit Banks (formerly: Federal Land Banks, Federal intermediate Credit Banks and Banks for Cooperatives)
Consolidated systemwide bonds and notes
-Federal Home Loan Banks (FHL Banks)
Consolidated debt obligations
-Federal National Mortgage Association (FNMA)
Senior debt obligations
Mortgage-backed securities (excluded are stripped mortgages securities which are purchased at prices exceeding their principal amounts) -Financing Corporation (FICO)
Debt obligations
-Resolution Funding Corporation (REFCORP)
Debt obligations
(4) Unsecured certificates of deposit, time deposits, and bankers’ acceptances (having maturities of not more than 180 days) of any bank, including the Trustee and its affiliates, the short-term obligations of which are rated “A-1+” or better by S&P and “P-1” or better by Moody’s. (5) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC), in banks, including the Trustee and its affiliates, which have capital and surplus of at least $5 million.
(6) Commercial paper (having original maturities of not more than 270 days) rated “A-1+” by S&P and “Prime-1” by Moody’s.
(7) Money market funds rated “AAm” or “AAm -G” or better by S&P and “Aa2” or better by Moody’s, including funds for which the Trustee, its parent holding company, if any, or any affiliates or subsidiaries of the Trustee provide investment advisory or other management services. (8) Repurchase agreements:
(a) With any domestic bank the long term debt of which is rated “AA” or better by S&P and “Aa” by Moody’s (so long as an opinion is rendered that the repurchase agreement is a “repurchase agreement” as defined in the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) and that such bank is subject to FIRREA), or any foreign bank rated at least “AA” by S&P and “Aaa” by Moody’s or “AA” by S & P and at least “Aa2” by Moody’s; provided the term of such repurchase agreement is for one year or less. (b) With (i) any broker-dealer with “retail customers” which has, or the parent company of which has, long -term debt rated at least “AA” by S&P and “Aa2” by Moody’s, which broker-dealer falls under the jurisdiction of the Securities Investors Protection Corp. (SIPC); provided that:

A. The market value of the collateral is maintained for United States Treasury Obligations, at the levels shown below under “Collateral Levels for United States Treasury Obligations”;
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B. Failure to maintain the requisite collateral percentage will require the City or the Trustee to liquidate the collateral; C. The Trustee, the City or a third party acting solely as agent therefor (the “Holder of the Collateral”) has possession of the collateral or the collateral has been transferred to the Holder of the Collateral in accordance with applicable state and federal laws (other than by means of entries on the transferor’s books);
D. The repurchase agreement states, and an opinion of counsel is rendered to the effect, that the Trustee has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collat eral is in possession);
E. The transferor represents that the collateral is free and clear of any third-party liens or claims;
F. An opinion is rendered that the repurchase agreement is a “repurchase agreement” as defined in the United States Bankruptcy Code; G. There is or will be a written agreement governing every repurchase transaction;
H. The City represents that it has no knowledge of any fraud involved in the repurchase transaction; and
I. The City and the Trustee receive an opinion of counsel (which opinion shall be addressed to the City and the Trustee) that such repurchase agreement is legal, valid and binding and enforceable against the provider in accordance with its terms.
(9) State Obligations
(a) Direct general obligations of any state of the United States or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated “A2” by Moody’s and “A” by S&P, or better, or any obligation fully and unconditionally guara nteed by any state, subdivision or agency whose unsecured general obligation debt is so rated. (b) Direct, general short -term obligations of any state agency or subdivision described in (a) above and rated “A -1+” by S&P and “Prime -1” by Moody’s.
(c) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state, state agency or subdivision described in (a) above and rated “AA” or better by S&P and “Aa2” or better by Moody’s.
(10) Local Agency Investment Fund.
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(11) Investment agreements with a domestic or foreign bank or corporation (other than a life or property casualty insurance company) the long -term debt of which, or, in the case of a guaranteed corporation the long -term debt of the guarantor, or in the case of a monoline financial guaranty insurance company the claims paying ability of the guarantor, is rated at least “AA” by S&P and “Aa2” by Moody’s; provided, that prior written notice of an investment in the investment agreement is provided to S&P and, provided, further, by the terms of the investment agreement:
(a) interest payments are to be made to the Trustee at times and in amounts as necessary to pay debt service (or, if the investment agreement is for the construction fund, construction draws) on the Bonds;
(b) the invested funds are available for withdrawal without penalty or premium, at any time for purposes identified in this Indenture other than acquisition of alternative investment property upon not more than seven days prior notice (which notice may be amended or withdr awn at any time prior to the specified withdrawal date); provided that the Indenture specifically requires the Trustee or the City to give notice in accordance with the terms of the investment agreement so as to receive funds thereunder with no penalty or premium paid;
(c) the investment agreement shall state that it is the unconditional and general obligation of, and is not subordinated to any other obligation of, the provider thereof;
(d) a guaranteed rate of interest is to be paid on invested funds and a ll future deposits, if any, required to be made to restore the amount of such funds to the level specified under the Indenture;
(e) the Trustee and the City receive the opinion of domestic counsel (which opinion shall be addressed to the City) that such in vestment agreement is legal, valid and binding and enforceable against the provider in accordance with its terms and of foreign counsel (if applicable);
(f) the investment agreement shall provide that if during its term (A) the provider’s or the guarantor’ s rating by either Moody’s or S&P is withdrawn or suspended or falls below “AA” or “Aa2”, respectively, or, with respect to a foreign bank, below the ratings of such provider at the delivery date of the investment agreement, the provider must, at the direc tion of the City or the Trustee (acting at the direction of the City) within 10 days of receipt of such direction, either (1) collateralize the investment agreement by delivering or transferring in accordance with applicable state and federal laws (other t han by means of entries on the provider’s books) to the Trustee, the City or a Holder of the Collateral, United States Treasury Obligations which are free and clear of any third -party liens or claims at the Collateral Levels set forth below; or (2) repay t he principal of and accrued but unpaid interest on the investment (the choice of (1) or (2) above shall be that of the City or Trustee (acting at the direction of the City), as appropriate), and (B) the provider’s or the guarantor’s rating by either Moody’ s or S&P is withdrawn or suspended or falls below “A” or “A2,” or, with respect to a foreign bank, below “AA” or “Aa2” by S&P or Moody’s, as appropriate, the provider must, at the direction of the City or the Trustee (acting at the direction of the City), within 10 days of receipt of such direction, repay the principal 157

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of and accrued but unpaid interest on the investment, in either case with no penalty or premium to the City or Trustee;
(g) the investment agreement shall state, and an opinion of counsel sha ll be rendered to the effect, that the Trustee has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Trustee is in possession); and (h) the investment agreement must provide that if during its term (A) the provider shall default in its payment obligations, the provider’s obligation under the investment agreement shall, at the direction of the City or the Trustee, be accelerated and amounts inv ested and accrued but unpaid interest thereon shall be repaid to the City or Trustee, as appropriate, and (B) the provider shall become insolvent, not pay its debts as they become due, be declared or petition to be declared bankrupt, etc. (“event of insolvency”), the provider’s obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the City or Trustee, as appropriate.
(12) Pre-refunded municipal obligations rated “AAA” by S&P and “Aaa” by Moody’s meeting the following requirements:
(a) the municipal obligations are (i) not subject to redemption prior to maturity or (ii) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions;
(b) the municipal obligations are secured by cash or United States Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations;
(c) the principal of and interest on the United States Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certif ied public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations (“Verification”); (d) the cash or United States Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations; and
(e) no substitution of a United States Treasury Obligation shall be permitted except with another United States Treasury Obligation and upon delivery of a new Verification; and
(f) the cash or the United States Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent. 158

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Collateral Levels For United States Treasury Obligations Remaining Maturity
Frequency of
Valuation
1 year
or less
5 years
or less
10 years
or less
15 years
or less
30 years
or less
Daily 102 105 106 108 114
Weekly 103 111 112 114 120
Monthly 105 117 120 125 133
Quarterly 107 120 130 133 140

Further Requirements: (a) On each valuation date, the City, or the custodian who shall confirm to the City and the Trustee, shall value the market value (exclusive of accrued interest) of the collateral, which market value will be an amount equal to the requisite collateral percentage times the principal amount of the investment (including unpaid accrued interest thereon) that is being secured, (b) in the event the collateral level is below its collateral percentage on a valuation date, such percentage shall be re stored within the following restoration periods: one Business Day for daily valuations, two Business Days for weekly and monthly valuations, and one month for quarterly valuations (the use of different restoration periods affect the requisite collateral p ercentage), (c) the City or the Trustee (acting at the direction of the City) shall terminate the repurchase agreement or the investment agreement, as the case may be, upon a failure to maintain the requisite collateral percentage after the restoration period and, if not paid by the counterparty in federal funds against transfer of the collateral, liquidate the collateral.

The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments.
“Person” means an individual, corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.
“Principal Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Rebate Fund” means the fund by that name established in accordance with Section 5.05 hereof.
“Rebate Requirement” has the meaning ascribed thereto in the Tax Certificate. “Record Date” means the first day of the month in which an Interest Payment Date occurs, whether or not such day is a Business Day.
“Redemption Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Redemption Price” means the aggregate amount of principal of and premium, if any, on the Bonds upon the redemption thereof pursuant hereto.
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“Registration Books” means the records maintained by the Trustee for the registration of ownership and registration of transfer of the Bonds pursuant to Section 2.05 hereof. “Rental Payments” means, collectively, the Base Rental Payments and the Additional Rental Payments.
“Rental Period ” means the period from the Closing Date through June 15, 2022 and, thereafter, the twelve-month period commencing on June 16 of each year during the term of the Lease Agreement.
“S&P” means S&P Global Ratings, its successors and assigns, except that if such entity shall no longer perform the functions of a securities rating agency for any reason, the term “S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority. “Supplemental Indenture ” means any supplemental indenture amendatory of or supplemental to this Indenture, but only if and to the extent that such Supplemen tal Indenture is specifically authorized hereunder.
“Tax Certificate” means the tax certificate delivered by the Authority and the City at the Tax- Exempt Reissuance Date, as the same may be amended or supplemented in accordance with its terms. “Taxable Interest” means the interest borne by the Bonds prior to the Tax-Exempt Reissuance Date, which interest shall be included in gross income for federal income tax purposes. “Taxable Rate” means the rate of 3.25% per annum.
“Tax-Exempt Interest” means the inter est to be borne by the Bonds on and after the Tax - Exempt Reissuance Date, which interest is excluded from gross income for federal income tax purposes.
“Tax-Exempt Rate” means the rate of 2.65% per annum.
“Tax-Exempt Reissuance Date” means the date on which the Bonds bearing Taxable Interest is reissued (for federal income tax purposes) for Bonds bearing Tax -Exempt Interest pursuant to Section 2.11 hereof.
“Trustee” means U.S. Bank Trust Company, National Association , a national bank ing association duly organized and existing under and by virtue of the laws of the United States, or any successor thereto as Trustee hereunder, appointed as provided herein. “Written Certificate of the Authority ” and “ Written Request of the Authority ” mea n, respectively, a written certificate or written request signed in the name of the Authority by an Authorized Authority Representative. Any such certificate or request may, but need not, be combined in a single instrument with any other instrument, opini on or representation, and the two or more so combined shall be read and construed as a single instrument “Written Certificate of the City” and “Written Request of the City” mean, respectively, a written certificate or written request signed in the name of the City by an Authorized City Representative. Any such certificate or request may, but need, not, be combined in a single instrument 160

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with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.

Section 1.02 Equal Security. In consideration of the acceptance of the Bonds by the Owner thereof, this Indenture shall be deemed to be and shall constitute a contract among the Authority, the City, the Trustee and the Owner from time to time of all B onds authorized, executed, issued and delivered hereunder and then Outstanding to secure the full and final payment of the principal of, premium, if any, and interest on all Bonds which may from time to time be authorized, executed, issued and delivered he reunder, subject to the agreements, conditions, covenants and provisions contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Authority or the City shall be for the equal and proportionate benefit, prot ection and security of the Owner of the Bonds without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, sale, execution, issuance or deliv ery thereof or for any cause whatsoever, except as expressly provided herein or therein.

ARTICLE II

THE BONDS
Section 2.01 Authorization of Bonds. The Authority hereby authorizes the issuance of the Bonds under and subject to the terms of this Indenture and applicable laws of the State of California for the purpose of refinancing the Project.

Section 2.02 Terms of the Bonds.
(a) The Bonds shall be designated the “Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A.”
(b) The Bonds shall be issued in the aggregate principal amount of $__________ and shall be dated the Closing Date, with a final maturity of June 15, 2043. From the Closing Date of the Bonds until the Tax -Exempt Reissuance Date, the Bonds shall bear interest at the Taxable Rate (calculated on the basis of a 360 -day year comprised of twelve 30 -day months) and on and after the Tax-Exempt Reissuance Date, if any, the Bonds shall bear interest at the Tax-Exempt Rate (calculated on the basis of a 360 -day year comprised of twelve 30 -day months); provided, however, that so long as any event of default as provided in Section 7.01 shall have occurred and is continuing, the interest rate on the Bonds may, at the option of the Owner of the Bonds, be increased to the Default Rate and interest thereon shall be calculated in accordance with the definition of Default Rate; provided further, however, from and after the Date of Taxability following a Determination of Taxability, the interest rate on the Bonds shall be increased to the Taxable Rate . Interest on the Bonds shall be payable on each Interest Payment Date, commencing June 15, 2022. The Bonds shall be issued in fully registered form, registered in the Registration Books in the name of the Original Purchaser, as a single certificated bond, without coupons.
(c) Interest on the Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Bond is authenticated on or before an Interest Payment Date and after the close of business on the pr eceding Record Date, in which event it shall bear interest from such Interest Payment Date, (ii) a Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the dated date thereof, or (iii) interest on 161

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any Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has been paid in full, payable on each Interest Payment Date.

Interest shall be paid in lawful money of the United States on each Interest Payment Date to the Persons in whose names the ownership of the Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Interest shall be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Bond Owner at its address shown on the Registration Books as of the close of business on the preceding Record Date.
(d) The principal and premium, if any , of the Bond s shall be payable in installments in lawful money of the United States of America without presentation and surrender thereof except upon final maturity or earlier redemption at the Office of the Trustee. (e) Notwithstanding anything herein to t he contrary, so long as the Bond s are owned by the Original Purchaser: (i) the Trustee shall pay principal of and interest and premium on, if any, on the Bonds when due by wire transfer in immediately available funds to the Original Purchaser in accordance with such wire transfer instructions as shall be filed by the Original Purchaser with the Trustee from time to time; (ii) payments of principal on the Bond s shall be made without the requirement for presentation and surrender by the Original Purchaser, provided that principal which is payable at maturity or full redemption shall be made only upon presentation and surrender at the Office of the Trustee; and (iii) the Trustee shall not be required to give notice to the Original Purchaser of the mandatory sinking fund payments described in Section 4.01(d). (f) The Bonds shall be subject to redemption as provided in Article IV.

Section 2.03 Form of Bonds . The Bonds shall be in subs tantially the form set forth in Exhibit A hereto, with appropriate or necessary insertions, omissions and variations as permitted or required hereby.

Section 2.04 Transfer and Exchange of Bonds . Any Bond may, in accordance with its terms, be transferred upon the Regis tration Books by the Person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the T rustee.

Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds in a like aggregate principal amount, in an Authorized Denomination. The Trustee sh all require the Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.

Notwithstanding anything to the contrary set forth in this Indenture, the Owner of the Bonds may only transfer Bonds, in whole, to a new Owner who is: (i) an affiliate of the Original Purchaser of the Bonds; (ii) a “Bank” as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”); (iii) an “Accredited Investor” as defined in R egulation D under the Securities Act; or (iv) a “Qualified Institutional Buyer” as defined in Rule 144A under the Securities Act.

The Trustee shall not be obligated to make any transfer or exchange of Bonds pursuant to this Section during the period established by the Trustee for the selection of Bonds for redemption, or with respect to any Bonds selected for redemption.
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Section 2.05 Registration Books. The Trustee will keep or cause to be kept, at the Office of the Trustee, sufficient records for the registration an d transfer of ownership of the Bonds, which shall be open to inspection during regular business hours and upon reasonable notice by the City; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such records, the ownership of the Bonds as hereinbefore provided.

Section 2.06 Execution of Bonds. The Bonds shall be executed in the name and on behalf of the Authority with the manual or facsimile s ignature of an Authorized Officer of the Authority attested by the manual or facsimile signature of the Secretary of the Authority. The Bonds shall then be delivered to the Trustee for authentication by it. In case any of such officers of the Authority w ho shall have signed or attested any of the Bonds shall cease to be such officers of the Authority before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee, or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though those who signed and attested the same had continued to be such officers of the Authority, and also any Bonds may be signed and attested on behalf of the Authority by such Persons as at the actual date of execution of such Bonds shall be the proper officers of the Authority although at the nominal date of such Bonds any such Person shall not have been such officer of the Authority.

Section 2.07 Authentication of Bonds . Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form as that set forth in Exhibit A hereto, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of or on behalf of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

Section 2.08 Temporary Bonds . The Bonds may be issued in temporary form exchangeable for definitive Bonds when ready for delivery. Any temporary Bonds may be printed, lithographed or typewritten, shall be in an Authorized Denomination as may be det ermined by the Authority, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Authority and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds it will execute and deliver definitive Bonds as promptly thereafter as practicable, and thereupon the temporary Bonds, ma y be surrendered, for cancellation, at the Office of the Trustee and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds in an Authorized Denomination. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder.

Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen . If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilate d Bond so surrendered to the Trustee shall be canceled by it and delivered to, or in accordance with the order of, the Authority. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee a nd, the Owner of said lost, destroyed or stolen Bond shall indemnify the Trustee , the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in lieu of and in replacement for the Bond 163

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so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been selected for redemption, instead of issuing a replacement Bond, the Trustee may pay the same without surrender thereof). The Authority may require payment by the Owner of a sum not exceeding the actual cost of preparing each replacement Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds secured by this Indenture.

Section 2.10 Conversion to Tax-Exempt Interest Rate. The Bonds shall initially be issued bearing Taxable Interest. The interest rate on the Bonds shall convert to the Tax-Exempt Rate on any Business Day on or after March 17, 2023, upon the satisfaction of the following conditions precedent to such conversion:
(a) The written election of the Authority and the City to the Owner and the Trustee to convert the interest rate payable with respect to the Bonds to the Tax-Exempt Rate in the form attached hereto as Exhibit B;
(b) The issuance of an opinion of Bond Counsel to the effect that subject to the Authority’s and the City’s compliance with certain covenants, interest payable with respect to the Bonds is excludable from gross income of the Owner thereof for federal income tax purposes, and is not included as an item of tax preference in computing the alternative minimum tax under the Code substantially in the form attached hereto as Exhibit C;
(c) Delivery of a Tax Certificate executed by the Authority and the City with respect to certain tax matters relating to the Bonds after interest payable with respect thereto is converted to a Tax-Exempt Rate;
(d) Delivery of a new Bond to the Owner and the remittance of the prior Bond; (e) The selection by the Owner of one of the four post-conversion optional redemption schedules provided in the form attached hereto as Exhibit D, which shall become applicable to the Bonds on and after the Tax-Exempt Reissuance Date to maturity or prior redemption; and (f) The Authority prepares and executes on the Tax-Exempt Reissuance Date an IRS Form 8038-G (or other required information return) for filing after the Closing Date.

ARTICLE III

ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of Bonds . The Authority may, at any time, execute the Bonds for issuance hereunder and deliver the same to the Trustee. The Trustee shall authenticate the Bonds and deliver the Bonds to the Original Purchaser thereof upon receipt of a Written Request of the Authority and upon receipt of the purchase price therefor.
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Section 3.02 Application of Proceeds of the Bonds. On the Closing Date, the proceeds of the sale of the Bonds received by the Trustee in the amount of $__________ shall be deposited and transferred by the Trustee as follows:
(a) The Trustee shall deposit the amount of $__________ in the Costs of Issuance Fund.
(b) The Trustee transfer $ __________ to the Escrow Agent for deposit in the Escrow Fund.

Section 3.03 Costs of Issuance Fund. The Trustee shall establish and maintain a separate fund designated the “Costs of Issuance Fund.” On the Closing Date, there shall be deposited in the Costs of Issuance Fund the amount specified in Section 3.02 hereof.

The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Authority stating (a) the Person to w hom payment is to be made, (b) the amount to be paid, (c) the purpose for which the obligation was incurred, (d) that such payment is a proper charge against the Costs of Issuance Fund, and (e) that such amounts have not been the subject of a prior disburs ement from the Costs of Issuance Fund, in each case together with a statement or invoice for each amount requested thereunder.

On June 1, 2022, all amounts, if any, remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and tr ansferred to the Interest Fund. Thereafter, the Costs of Issuance Fund shall be closed.

Section 3.04 No Additional Bonds. Other than the Bonds, the Authority shall not issue any bonds or obligations payable from the Base Rental Payments.

ARTICLE IV

REDEMPTION OF BONDS
Section 4.01 Redemption of Bonds.
(a) Extraordinary Redemption . The Bonds shall be subject to redemption, in whole or in part, on any date, from and to the extent of any Net Insurance Proceeds received with respect to all or a portion of the Property, deposited by the Trustee in the Redemption Fund pursuant to Sections 5.03 and 5.04 hereof, at a Redemption Price equal to the principal amount of the Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium. (b) Optional Redemption. Prior to the Tax -Exempt Reissuance Date, the Bonds shall be subject to optional redemption, in whole or in part, on any Interest Payment Date, from and to the extent of prepaid Base Rental Payments paid pursuant to subsection (a) of Section 7.02 of the Lease Agreement, at a Redemption Price as set forth in the prepayment schedule set forth in the Lease Agreement.
(c) On and after the Tax -Exempt Reissuance Date, if any, the Bonds shall be subject to redemption in accordance with the selection of the Owner as provided in Section 2.10(e) hereof.
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(d) Sinking Fund Redemption. The Bonds maturing on June 15, 2043 are subject to mandatory sinking fund redemption in part (by lot) on each June 15 on and after June 15, 2022, in integral multiples of $5,000 at a Redemption Price of the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:

Sinking Fund Redemption Date
(June 15)
Principal Amount
To Be Redeemed
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043 (maturity)

In the event of a redemption pursuant to Section 4.01(a), (b) or (c), the City shall provide the Trustee with a revised mandatory sinking fund schedule that is approved by the Owner, giving effect to the redemption so completed.

Section 4.02 Notice of Redemption. At least 20 but not more than 60 days prior to the date fixed for redemption the Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of any redemption to the Owner of the Bonds designated for redemption at its address appearing on the Registration Books. Such notice shall state the date of the notice, the redemption date, the redemption place and the Redemption Price, and shall require that such Bonds be then surrendered at the Office of the Trustee for redemption at the Redemption Price, giving notice also that further interest on such Bonds will not accrue from and after the date fixed for redemption. Such notice may state that such redemption is conditioned upon sufficient funds being on deposit on the redemption date to redeem the Bonds so called for redemption. Neither the failure to receive any notice so mailed, nor any defect in such notice, shall affect the validity of the proceedings for the redemption of the Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption.

Section 4.03 Selection of Bonds for Redemp tion. Whenever provision is made in this Indenture for the redemption of less than all of the Bonds, the Trustee shall select the Bonds to be 166

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redeemed from all Bonds not previously called for redemption as directed in a Written Request of the Authority.

Section 4.04 Partial Redemption of Bonds . Upon surrender of any Bonds redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds in an Authorized Denomina tion equal in aggregate principal amount representing the unredeemed portion of the Bonds surrendered.

Section 4.05 Effect of Notice of Redemption. Notice having been mailed as aforesaid, and moneys for the Redemption Price, and the interest to the applicable date fixed for redemption, having been set aside in the Redemption Fund, the Bonds shall become due and payable on said date, and, upon presentation and surrender thereof at the Office of the Trustee, said Bonds shall be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date.

If, on said date fixed for redemption, moneys for the Redemption Price of all the Bonds to be redeemed, together with interest to said date, shall be held by the Trustee so as to be available therefor on such date, and, if notice of redemption thereof shall have been mailed as aforesaid and not canceled, then, from and after said date, interest on said Bonds shall cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the re demption of Bonds shall be held in trust for the account of the Owner of the Bonds so to be redeemed without liability to such Owner for interest thereon.

All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions hereof shall be canceled upon surrender thereof and destroyed.

ARTICLE V

SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Principal Fund and the Redemption Fund are hereby pledged to secure the pay ment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of this Indenture and the Act. Said pledge shall constitute a first lien on such assets.

All obligations of the Authority under this Indent ure shall be special obligations of the Authority, payable solely from Rental Payments and the other assets pledged therefor hereunder; provided, however, that all obligations of the Authority under the Bonds shall be special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor hereunder. Neither the faith and credit nor the taxing power of the Authority, the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds.

Section 5.02 Flow of Funds.
(a) The Trustee shall establish and maintain separate funds designated the “Base Rental Payment Fund,” the “Interest Fund,” the “Principal Fund” and the “Redemption Fund.” Within the Base Rental Payment Fund, the Trustee shall establish the “Prepaid Base Rental Account.” 167

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All Base Rental Payments shall be paid directly by the City to the Trustee, and if received by the Authority at any time shall be transferred by the Authority with the Trustee within one Business Day after the receipt thereof. All Base Rental Payments received by the Trustee shall be deposited by the Trustee in the Base Rental Payment Fund. (b) The Trustee shall transfer the amounts on deposit in the Base Rental Payment Fund, at the times and in the manner hereinafter provided, to the following respective funds:
(i) Interest Fund . On the Business Day immediately preceding each Interest Payment Date, the Trustee shall transfer from the Base Rental Payment Fund to the Interest Fund the amount, if any, necessary to cause the amount on deposit in the Interest Fund to be equal to the interest due on the Bonds on such Interest Payment Date. (ii) Principal Fund. On the Business Day immediately preceding each June 15, commencing June 15, 2022, the Trustee shall transfer from the Ba se Rental Payment Fund to the Principal Fund the amount, if any, necessary to cause the amount on deposit in the Principal Fund to be equal to the principal amount of the Bonds due on such June 15, either as a result of the maturity thereof or mandatory si nking fund redemption payments required to be made with respect thereto.

Moneys in the Principal Fund shall be used by the Trustee for the purpose of paying the principal of the Bonds when due and payable at their maturity dates or upon earlier mandatory sinking fund redemption.
(iii) Redemption Fund. The Trustee, on the redemption date specified in the Written Request of the City filed with the Trustee at the time that any prepaid Base Rental Payment is paid to the Trustee pursuant to the Lease Agreement, shal l deposit in the Redemption Fund that amount of moneys representing the portion of the Base Rental Payments designated as prepaid Base Rental Payments. Additionally, the Trustee shall deposit in the Redemption Fund any amounts required to be deposited the rein pursuant to Section 5.03 or Section 5.04 hereof. Moneys in the Redemption Fund shall be used by the Trustee for the purpose of paying the principal of and interest and premium, if any, on Bonds redeemed pursuant to the provisions of subsections (a), (b) and (c) of Section 4.01 hereof.
(c) Upon receipt of a Written Certificate of the City pursuant to Section 3.06 of the Lease Agreement that the City has commenced repairs of the Property, the Trustee will transfer moneys from the Prepaid Base Rental Account at the times and in the manner required by subsection (b) above if and to the extent there are insufficient funds in the Base Rental Payment Fund to make such transfers.

Upon receipt of a Written Certificate of the City pursuant to Section 3.06 of the Lease Agreement that the City has completed repairs of the Property and will recommence to make Base Rental Payments, or that the City has determined not to make such repairs or such repairs do not require the City to vacate the Property, and made the certifications required pursuant to the Lease Agreement , the Trustee will transfer any funds remaining on deposit in the Prepaid Base Rental Account to the City for any lawful use.
(d) Surplus. Any amounts remaining in the Base Rental Payment Fund shall be withdrawn therefrom and transferred to the City to be used for any lawful purposes of the City.

Section 5.03 Application of Net Insurance Proceeds. If the Property or any portion thereof shall be damaged or destroyed, subject to the further requirements of this Section, the C ity shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted the repair or 168

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replacement thereof, unless the City elects not to repair or replace the Property or the affected portion thereof in accordance with the provisions hereof.

The Net Insurance Proceeds (other than Net Insurance Proceeds of rental interruption insurance), including the proceeds of any self -insurance, received on account of any damage or destruction of the Property or a portion thereof shall as soon as possible be deposited with the Trustee and be held by the Trustee in a special account and made available for and, to the extent necessary, shall be applied to the cost of repair or replacement of the Property or the affected portion thereof upon receipt of a Written Request of the City, together with invoices therefor. Pending such application, such proceeds may be invested by the Trustee as directed by the City in Permitted Investments that mature not later than such times moneys are expected to be needed to pay such costs of repair or replacement.

Notwithstanding the foregoing, the City shall, within 60 days of the occurrence of the event of damage or destruction, notify the Trustee in writing as to whether the City intends to replace or repair the Property or the portions of the Property which were damaged or destroyed. If the City does intend to replace or repair the Property or portions thereof, the City shall deposit with the Trustee the full amount of any insurance deductible to be credited to the special account.

If the damage, destruction or loss was such that there resulted a substantial interference with the City’s right to the use or occupancy of the Property and an abatement of Rental Payments results from such damage or destruction pursuant to Section 3.06 of the Lease Agreement, then the City shall be required either to (a) apply sufficient funds from the insurance proceeds and other legally available funds to the replacement or repair of the Property or the portions thereof which have been damaged to the condition which existed prior to such damage or destruction, or (b) apply sufficient funds from the insurance proceeds and other legally available funds to the redemption, as set forth in subsection (a) of Section 4.01 hereof, in full of all the Outstanding Bonds or all of those Outstanding Bonds which would have been payable from that portion of the Base Rental Payments which are abated as a result of the damage or destruction. Funds to be applied to the redemption of Bonds in accordance with clause (b) above shall be deposited in the Redemption Fund. If the City is not required to replace or repair the Property, or the affected portion thereof, as set forth in clause (a) above or to use such amounts to redeem Bonds as set forth in clause (b) above, then such proceeds shall, if there is first delivered to the Trustee a Written Certificate of the City to the effect that the annual fair rental value of the Property after such damage or destruction, and after any repairs or replacements made as a result of such damage or destruction, is at least equal to 100% of the maximum amount of Base Rental Payments becoming due under the Lease Agreement in the then current Rental Period or any subsequent Rental Period and the fair replacement value of the Property after such damage or destruction is at least equal to the principal amount of the Outstanding Bonds, be paid to the City to be used for any lawful purpose.

Proceeds of rental interruption insurance shall be applied to the payment of Base Re ntal Payments to the extent of any abatement thereof pursuant to the Lease Agreement, and otherwise as directed in writing by the City.

The proceeds of any award in eminent domain received in respect to the Property shall be deposited by the Trustee in the Redemption Fund and applied to the redemption of Bonds pursuant to subsection (a) of Section 4.01 hereof.
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Section 5.04 Title Insurance . Proceeds of any policy of title insurance received by the Trustee in respect of the Property shall be applied and disbursed by the Trustee as follows:
(a) if the City determines that the title defect giving rise to such proceeds has not substantially interfered with its use and occupancy of the Property and will not result in an abatement of Rental Payments payable by the City under the Lease Agreement, such proceeds shall be remitted to the City and used for any lawful purpose thereof; or (b) if the City determines that the title defect giving rise to such proceeds has substantially interfered with its use and occupancy of the Property a nd will result in an abatement of Rental Payments payable by the City under the Lease Agreement, then the Trustee shall immediately deposit such proceeds in the Redemption Fund and such proceeds shall be applied to the redemption of Bonds in the manner provided in subsection (a) of Section 4.01 hereof.

Section 5.05 Rebate Fund.
(a) Upon the conversion to the Tax -Exempt Rate on the Tax -Exempt Reissuance Date, the Trustee shall establish and maintain a special fund designated the “Rebate Fund” and the provisions in this Section 5.05 shall become applicable to the Bonds. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate, as specified in a Written Request of the Authority. All money at any time depo sited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement, for payment to the United States of America. Notwithstanding defeasance of the Bonds pursuant to Article X hereof or anything to the contrary contained herein, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclus ively to have complied with such provisions if it follows the written directions of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Tax Certificate. The Trustee may conclusively rely upon the Authority’s determinations, calculations and certifications required by the Tax Certificate. The Trustee shall have no responsibility to independently make any calculation or determination or to review the Authority’s calculations. (b) Any funds re maining in the Rebate Fund after payment in full of all of the Bonds and after payment of any amounts described in this Section, shall be withdrawn by the Trustee and remitted to the Authority.

Section 5.06 Investment of Moneys. Except as otherwise provided herein, al l moneys in any of the funds or accounts established pursuant to this Indenture and held by the Trustee shall be invested by the Trustee solely in Permitted Investments, as directed in writing by the Authority.

Moneys in all funds and accounts held by the Trustee shall be invested in Permitted Investments maturing not later than the date on which it is estimated that such moneys will be required for the purposes specified in this Indenture; provided, however, that such Permitted Investments may be redeemed at par so as to be available on each Interest Payment Date. Absent timely written direction from the Authority, the Trustee shall hold any funds held by it uninvested.

All interest, profits and other income received from the investment of moneys in any f und or account established pursuant to this Indenture shall be retained therein. 170

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Permitted Investments acquired as an investment of moneys in any fund established under this Indenture shall be credited to such fund. For the purpose of determining the amou nt in any fund, all Permitted Investments credited to such fund shall be valued by the Trustee at the fair market value thereof, such valuation to be performed not less frequently than semiannually on or before each March 15 and September 15. In determini ng fair market value, the Trustee may use and rely conclusively on any generally recognized securities pricing service available to it (including brokers and dealers in securities). The parties hereto acknowledge that the Trustee is not providing investment supervision, recommendations or advice.

The Trustee may act as principal or agent in the making or disposing of any investment. Upon the Written Request of the Authority, the Trustee shall sell or present for redemption any Permitted Investments so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Permitted Investments is credited, and the Trustee shall not be liable or responsible f or any loss resulting from any investment made or sold pursuant to this Section. For purposes of investment, the Trustee may commingle moneys in any of the funds and accounts established hereunder.

The Trustee may make any investments hereunder through the bond or investment department or trust investment department of the entity acting as Trustee hereunder, or those of such entity’s parent or any affiliate, and such entity, or its parent or affiliate, as applicable, shall be entitled to its normal, customary and reasonable compensation for such services.

The entity acting as Trustee hereunder, or any of its affiliates, may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder and such entity, or its affiliate, as applicable, shall be entitled to its normal, customary and reasonable compensation for such services.

The Authority and the City acknowledge that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority and the City the right to receive brokerage confirmations of security transactions as they occur, at no additional cost, the Authority and the City specifically waive receipt of such confirmations to the extent permitted by law.

ARTICLE VI

COVENANTS
Section 6.01 Compliance with Agreements. The Trustee will not authenticate or deliver any Bonds in any manner other than in accordance with the provisions hereof, and the Authority and the City will not suffer or permit any default by them to occur hereunder, but will f aithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms hereof required to be complied with, kept, observed and performed by them.

Section 6.02 Compliance with Ground Lease and Lease Agreement. The Authority and the City wi ll faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms contained in the Ground Lease and the Lease Agreement required to be complied with, kept, observed and performed by them and, together with the Trustee , will enforce the Ground Lease and the Lease Agreement against the other party thereto in accordance with their respective terms.
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Section 6.03 Observance of Laws and Regulations . The Authority, the City and the Trustee will faithfully comply with, keep, observe and p erform all valid and lawful obligations or regulations now or hereafter imposed on them by contract, or prescribed by any law of the United States of America or of the State of California, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or privilege now owned or hereafter acquired by them, including their right to exist and carry on their respective businesses, to the end that such franchises, rights and priv ileges shall be maintained and preserved and shall not become abandoned, forfeited or in any manner impaired.

Section 6.04 Other Liens. The City will keep the Property and all parts thereof free from judgments and materialmen’s and mechanics’ liens and free from all claims, demands, encumbrances and other liens of whatever nature or character, and free from any claim or liability which materially impairs the City in conducting its business or utilizing the Property, and the Trustee at its option (after first giving the City ten days’ written notice to comply therewith and failure of the City to so comply within such ten-day period) may, but is in no event obligated to, defend against any and all actions or proceedings, or may pay or compromise any claim or demand assert ed in any such actions or proceedings; provided, however, that, in defending against any such actions or proceedings or in paying or compromising any such claims or demands, the Trustee shall not in any event be deemed to have waived or released the City from liability for or on account of any of its agreements and covenants contained herein, or from its liability hereunder and to perform such agreements and covenants.

So long as any Bonds are Outstanding, none of the Trustee, the Authority or the City shal l create or suffer to be created any pledge of or lien the amounts on deposit in any of the funds or accounts created hereunder, other than the pledge and lien hereof.

The Authority, the City and the Trustee shall not encumber the Property other than in accordance with the Ground Lease, the Lease Agreement, the Indenture and the Assignment Agreement.

Section 6.05 Prosecution and Defense of Suits . The City will promptly, upon request of the Trustee (which request the Trustee is not required to make), take such action fr om time to time as may be necessary or proper to remedy or cure any cloud upon or defect in the title to the Property or any part thereof, whether now existing or hereafter developing, will prosecute all actions, suits or other proceedings as may be appropriate for such purpose and will indemnify and save the Trustee harmless from all cost, damage, expense or loss, including attorneys’ fees and expenses, which it or the Owner may incur by reason of any such cloud, defect, action, suit or other proceeding.

Section 6.06 Accounting Records and Statements . The Trustee will keep proper accounting records in which complete and correct entries shall be made of all transactions relating to the receipt, deposit and disbursement of the Base Rental Payments, and such accounting records shall be available for inspection by the Authority and the City at reasonable hours and under reasonable conditions.

Section 6.07 Recordation and Filing. The City will record, or cause to be recorded, with the appropriate county recorder, the Lease Agreement, th e Ground Lease and the Assignment Agreement, or memoranda thereof.
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Section 6.08 Tax Covenants.
(a) On and after the Tax -Exempt Reissuance Date, if any, this Section 6.08 shall apply to the Bonds. Neither the Authority nor the City will take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of interest on any tax-exempt Bonds under Section 103 of the Code. Without limiting the generality of the foregoing, the Authority and the City w ill comply with the requirements of the Tax Certificate, which is incorporated herein as if fully set forth herein, This covenant shall survive payment in full or defeasance of the Bonds.
(b) In the event that at any time the Authority is of the opinion that for purposes of this Section it is necessary or helpful to restrict or limit the yield on the investment of any moneys held by the Trustee in any of the funds or accounts established hereunder, the Authority shall so instruct the Trustee in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions.
(c) Notwithstanding any provisions of this Section, if the Authority shall provide to the Trustee an Opinion of Counsel to the effect that any specified action required under this Section is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Bonds, the Trustee may conclusively rely on such opinion in complying with the requirements of this Section and of the Tax Certificate, and the covenants hereunder shall be deemed to be modified to that extent.

Section 6.09 Reporting Requirements.
(a) Within two hundred seventy (270) days following the end of each Fiscal Year of the City, the City will provide the Owner of the Bonds with a copy of its audited financial statements for such Fiscal Year. Such audited financial statements shall include the City’s Comprehensive Annual Financial Report (“CAFR”), including such information as is required by app licable Government Accounting Standards Board pronouncements and applicable State law. Within thirty (60) days of adoption thereof, the City will provide the Owner of the Bonds with a copy of its annual budget. The City hereby agrees to provide the Owner o f the Bonds with such other information as may be reasonably requested by the Owner of the Bonds.
(b) Promptly upon knowledge thereof, the City will provide notice by telephone, confirmed in writing, of: (i) any event, action or failure to take any action whic h constitutes an event of default hereunder or under the Lease; and (ii) notice of any material litigation which may have a Material Adverse Effect, or any investigation, inquiry or similar proceeding by any governmental authority.

Section 6.10 Further Assurances. Whe never and so often as requested to do so by the Trustee, the Authority and the City will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments and promptly do or cause to be done all such other and further things as may be necessary or reasonably required in order to further and more fully vest in the Trustee all advantages, benefits, interests, powers, privileges and rights conferred or intended to be conferred upon it hereby or b y the Assignment Agreement, the Ground Lease or the Lease Agreement
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Section 6.11 No Public Registration. The Authority and the City shall not take any action which will cause the Bonds to (i) be assigned a rating by any credit rating agency, (ii) registered with The Depository Trust Company or any other securities depository, (iii) offered pursuant to any type of offering document or official statement or (iv) assigned a CUSIP number by Standard & Poor’s CUSIP Service.

ARTICLE VII

DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default. If an event of default (within the meaning of Article VI of the Lease Agreement) shall happen, then such event of default shall constitute an event of default hereunder. The Trustee shall give notice, as assignee of the Authority, of an event of default under the Lease Agreement to the City. In each and every case during the continuance of an event of default, the Trustee may and, at the direction of the Owner, and upon being indemnified to its reasonable satisfaction therefor, shall, upon notic e in writing to the City and the Authority, exercise any of the remedies granted to the Authority under the Lease Agreement and, in addition, take whatever action at law or in equity may appear necessary or desirable to enforce its rights as assignee pursu ant to the Assignment Agreement or to protect and enforce any of the rights vested in the Trustee or the Owner by this Indenture or by the Bonds, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement or for the enforcement of any other legal or equitable right, including any one or more of the remedies set forth in Section 7.02 hereof.

Section 7.02 Other Remedies of the Trustee . Subject to the provisions of Section 7.01 hereof, the Trustee shall have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the Authority or the City or any member, director, officer or employee thereof, and to compel the Authority or the City or any such member, director, officer or employee to perform or carry out its or his or her duties under law and the agreements and covenants required to be performed by it or him or her contained herein;
(b) by suit in equity to enjoin any acts or things which are unlawful or violat e the rights of the Trustee; or
(c) by suit in equity upon the happening of any event of default hereunder to require the Authority and the City to account as the trustee of an express trust.

Section 7.03 Non-Waiver. A waiver of any default or breach of duty or contract b y the Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this Article may be enforced and exercised from time to time and as often the Trustee shall deem expedient.

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Trustee, such Owner, the Authority and the City shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken.

Section 7.04 Remedies Not Exclusive. Subject to the provisions of Section 7.01 hereof, no remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by any law. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 7.05 No Liability by the Authority to the Owner . Except as expressly provided herein, the Authority shall not have any obligation or liability to the Owner with respect to the payment when due of the Base Rental Payments by the City, or with respect to the performance by the City of the other agreements and covenants required to be performed by it contained in the Lease Agreement or herein, or with res pect to the performance by the Trustee of any right or obligation required to be performed by it contained herein.

Section 7.06 No Liability by the City to the Owner. Except for the payment when due of the Base Rental Payments and the performance of the other agreemen ts and covenants required to be performed by it contained in the Lease Agreement, the Ground Lease or herein, the City shall not have any obligation or liability to the Owner with respect to this Indenture or the preparation, execution, delivery or transfer of the Bonds or the disbursement of the Base Rental Payments by the Trustee to the Owner, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein.

Section 7.07 No Liability of the Trustee to the Owner. Except as expressly provided herein, the Trustee shall not have any obligation or liability to the Owner with respect to the payment when due of the Base Rental Payments by the City, or with respect to the performance by the Authority or the City of the other agreements and covenants required to be performed by them contained in the Lease Agreement, the Ground Lease or herein.

Section 7.08 Application of Amounts After Default. All payments received by the Trustee with respect to the rental of the Property after a default by the City pursuant to Article VI of the Lease Agreement (including, without limitation, any proceeds received in connection with the sale, assignment or sublease of the Authority’s right, title and interest in the Ground Lease), and all damages or other payments received by the Trustee for the enforcement of any rights and powers of the Trustee under Article VI of the Lease Agreement, shall be deposited into the Base Rental Payment Fund and as soon as practicable thereafter applied, together with all other funds held hereunder (except funds in the Rebate Fund):
(a) to the payment of all amounts due the Trustee under Article VIII hereof; (b) to the payment of all amounts then due for interest on the Bonds, in respect of which, or for the benefit of which, m oney has been collected (other than Bonds which have become payable prior to such event of default and money for the payment of which is held by the Trustee), ratably without preference or priority of any kind, according to the amounts of interest on such Bonds due and payable; and
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(c) to the payment of all amounts then due for principal of the Bonds, in respect of which, or for the benefit of which, money has been collected (other than Bonds which have become payable prior to such event of default and money fo r the payment of which is held by the Trustee), ratably without preference or priority of any kind, according to the amounts of principal of such Bonds due and payable.

Section 7.09 Trustee May Enforce Claims Without Possession of Bonds . All rights of action and claims under this Indenture or the Bonds may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the benefit of the Owner in respect of which such judgment has been recovered.

Section 7.10 Limitation on Suits . The Owner shall not have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or Trustee, or for any other remedy hereunder, unless (a) the Owner shall have previously given written notice to the Trustee of a continuing event of default, (b) the Owner shall have afforded to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expe nses and liabilities to be incurred in compliance with such request, and (c) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such proceedings.

ARTICLE VIII

THE TRUSTEE
Section 8.01 Employment of the Trustee. The Authority hereby appoints and employs the Trustee to receive, deposit and disburse the Base Rental Payments, to authenticate, deliver and transfer the Bonds and to perform the other functions contained herein, all in the manner provided herei n and subject to the conditions and terms hereof. By executing and delivering this Indenture, the Trustee accepts the appointment and employment hereinabove referred to and accepts the rights and obligations of the Trustee provided herein, subject to the conditions and terms hereof. Other than when an event of default has occurred and is continuing, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations sh all be read into this Indenture against the Trustee. These duties shall be deemed purely ministerial in nature, and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Agreement against the Trustee. In case an event of default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent p erson would exercise or use under the circumstances in the conduct of his own affairs. The Trustee hereby covenants and agrees that it will not encumber the Property.

Section 8.02 Duties, Removal and Resignation of the Trustee. The Authority may, by an instrument in writing, remove the Trustee initially a party hereto and any successor thereto unless an event of default shall have occurred and then be continuing, and shall remove the Trustee initially a party hereto and any successor thereto if at any time (a) requested to do so by an instrument or concurrent instruments in writing signed by the Owner (or its attorney duly authorized in writing), or (b) the Trustee shall cease to be eligible in accordance with the following sentence, and shall appoint a successor Trust ee. The Trustee and any successor Trustee shall be a banking corporation or 176

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association or trust company having (or if such banking corporation or association or trust company is a member of a bank holding company, its bank holding company has) a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorities. If such banking corporation or association or trust company publishes a report of condition at least an nually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Trustee may at any time resign and be discharged from its duties and obligations hereunder at any time by giving written notice of such resignation to the Authority and the City and by giving notice, by first class mail, postage prepaid, of such resignation to the Owner at its address appearing on the Registration Books. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an inst rument in writing; provided, however, that in the event the Authority does not appoint a successor Trustee within 30 days following receipt of such notice of resignation, the resigning Trustee may, at the expense of the Authority, petition the appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of a Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee.

Any corporation, association or agency into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, provided that such entity meets the combined capital and surplus requirements of this Section, ipso facto, shall be and become successor trustee under this Indenture a nd vested with all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anyt hing herein to the contrary notwithstanding.

Section 8.03 Compensation of the Trustee . The City shall from time to time, subject to any written agreement then in effect with the Trustee, pay the Trustee reasonable compensation for all its services rendered hereunder a nd reimburse the Trustee for all its reasonable advances and expenditures (which shall not include “overhead expenses” except as such expenses are included as a component of the Trustee’s stated annual fees) hereunder, including but not limited to advances to and reasonable fees and reasonable expenses of accountants, agents, appraisers, consultants or other experts, and counsel not directly employed by the Trustee but an attorney or firm of attorneys retained by the Trustee, employed by it in the exercise and performance of its rights and obligations hereunder.

The Trustee may take whatever legal actions are lawfully available to it directly against the Authority or the City.

The City shall, to the extent permitted by law, indemnify and save the Trustee harmless against any liabilities, costs, claims or expenses, including those of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder, under the Lease Agreement, or in connection with any document or transaction contemplated hereunder or thereunder, including the enforcement of any remedies and the defense of any suit, and which are not due to its negligence or its misconduct. The duty of the City to indemnify the Trustee shall survive the termination and discharge of this Indenture and the earlier removal or resignation of the Trustee. 177

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No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereund er or in the exercise of any of its rights or powers hereunder.

Upon an event of default, and only upon an event of default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of and premium, if any, and interest on any Bond, upon the trust estate for the foregoing fees, charges and expenses incurred by it. When the Trustee incurs expenses or renders services after the occurrence of an event of default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

Section 8.04 Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, order, judgment, decree, bond, certificate, consent, notice, request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Owner of the Bonds pursuant to this Indenture, unless the Owner shall have offered to the Trustee security or indemnity, reasonably satisfactory to the Trustee, against the reasonable costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may consult with counsel, who may be counsel to the Authority or the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith.

The Trustee shall not be responsible for the sufficiency of the Bonds or the Lease Agreement, or of the assignment made to it by the Assignment Ag reement, or for statements made in any preliminary or final official statement relating to the Bonds, or of the title to the Property.

Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the City or a Written Certificate of the Authority, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it deems reasonable.

The Trustee may buy, sell, own, hold and deal in any of the Bonds. The Trustee, either as principal or agent, may also engage in or be interested in any f inancial or other transaction with the Authority or the City, and may act as agent, depository or trustee for any committee or body of the Owner or of owners of obligations of the Authority or the City as freely as if it were not the Trustee hereunder.

The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform any rights and obligations required of it hereunder by or through agents, attorneys or 178

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receivers, and shall be entitled to rely on and shall not be lia ble for any action taken or omitted to be taken by the Trustee in accordance with the advice of counsel or other professionals retained or consulted by the Trustee concerning all matters of trust and its rights and obligations hereunder, and the Trustee shall not be answerable for the negligence or misconduct of any such agent, attorney or receiver selected by it with reasonable care; provided, however, that in the event of any negligence or misconduct of any such attorney, agent or receiver, the Trustee shall in a commercially reasonable manner pursue all remedies of the Trustee against such agent, attorney or receiver. The Trustee shall not be liable for any error of judgment made by it in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.

The Trustee shall not be answerable for the exercise of any trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own negligence or willful misconduct hereunder.

The Trustee shall not be deemed to have knowledge of an event of default unless a responsible officer of the Trustee shall have received actual knowledge thereof.

The Trustee may, on behalf of the Owner, intervene in any judicia l proceeding to which the Authority or the City is a party and which, in the opinion of the Trustee and its counsel, affects the Bonds or the security therefor, and shall do so if requested in writing by the Owner, provided the Trustee shall have no duty t o take such action unless it has been indemnified to its reasonable satisfaction against all risk or liability arising from such action.

The Trustee’s rights to immunities and protection from liability hereunder and its rights to payment of its fees and ex penses shall survive its resignation or removal and final payment or defeasance of the Bonds.

All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee (including its counsel).

The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the Authority of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying ag ent. Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the City, the Authority , or any of their directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee may assume performance by all such Persons of their respective obligations. The Trustee shall have no enforcement or notification obligations relating to breaches of representations or warranties of any other person.

In no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (i ncluding, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action . The Trustee shall not be liable to the parties hereto or deemed in 179

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

The Trustee shall be entitled to request and receive written instructions hereunder and shall have no responsibility or liability for any losses or damages of any nature that may arise from any action taken or not taken by the Trustee in accordance with written directions received hereunder. The Trustee agrees to accept and act up on instructions or directions pursuant to this Indenture sent by unsecured e -mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that the Trustee shall have received an incumbency certificate listing persons desig nated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Authority or the City elects to give the Trustee e -mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Authority and the City agree to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

In acting or omitting to act pursuant to the Lease Agreement or Ground Lease, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Indenture and the Lease Agreement, including, but not limited to, this Article VIII.

ARTICLE IX

MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted . This Indenture and the rights and obligations of the Authority, the City, the Owner of the Bond s and the Trustee may be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into with the written consent of the Owner, which shall have been filed with the Trustee.

Section 9.02 Effect of Supplemental Indenture. Upon the execution of any Supplemental Indenture pursuant to this Article, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Inde nture of the Authority, the City, the Trustee and all Owner of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Suppl emental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.03 Endorsement of Bonds; Preparation of New Bonds . Bonds delivered after the execution of any Supplemental Indenture pursuant to this Article may, and if the Authority so determines shall, bear a notation by endorsement or otherwise in form approved by the Authority and 180

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the Trustee as to any modification or amendment provided for in such Supplemental Indenture, and, in that case, upon demand of the Owner of the Bonds Outstanding at the time of such execution and presentation of his Bonds for the purpose at the Office of the Trustee a suitable notation shall be made on such Bonds. If the Supplemental Indenture shall so provide, new Bonds so modified as to conform, in the opinion of the Authority and the Trustee, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Authority and authenticated by the Trustee, and upon demand of the Owner o f the Bonds then Outstanding shall be exchanged at the Office of the Trustee, without cost to any Bond Owner, for Bonds then Outstanding, upon surrender for cancellation of such Bonds, in equal aggregate principal amount of the same interest rate and maturity.

ARTICLE X

DEFEASANCE
Section 10.01 Discharge of Indenture. If the Authority shall pay or cause to be paid or there shall otherwise be paid to the Owner of all Outstanding Bonds the principal thereof and the interest and premium, if any, thereon at the times and in the manner stipulated herein and therein, then the Owner of such Bonds shall cease to be entitled to the pledge of the Base Rental Payments and the other assets as provided herein, and all agreements, covenants and other obligations of the Authority and the City to the Owner of such Bonds hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Authority and the City all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the City all money or securities held by it pursuant hereto which are not required for the payment of the principal of and interest and premium, if any, on such Bonds,
Subject to the provisions of the above paragraph, when any of the Bonds shall have been paid and if, at the time of such payment, the Authority and the City shall have kept, performed and observed all of the covenants and promises in such Bonds and i n this Indenture required or contemplated to be kept, performed and observed by them on or prior to that time, then this Indenture shall be considered to have been discharged in respect of such Bonds and such Bonds shall cease to be entitled to the lien of this Indenture and such lien and all covenants, agreements and other obligations of the Authority and the City hereunder shall cease, terminate become void and be completely discharged as to such Bonds.

Notwithstanding the satisfaction and discharge of th is Indenture or the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, non-presentment of Bonds, and the duties of the Trustee in connection with all of the foregoing, shall remain in effect and shall be binding upon the Trustee and the Owner of the Bonds and the Trustee shall continue to be obligated to hold in trust any moneys or investments then held by the Trustee for the payment of the principal of and interest and premium, if any, on the Bonds, to pay to the Owner of Bonds the funds so held by the Trustee as and when such payment becomes due. Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the compensation and indemnity of the Trustee shall remain in effect and shall be binding upon the Trustee, the City and the Authority.
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Section 10.02 Bonds Deemed To Have Been Paid. If moneys shall have been set aside and held by the Trustee for the payment or redemption of any Bonds and the interest thereon at the maturity or redemption date thereof, such Bonds shall be deemed to have been paid within the meaning and with the effect provided in Section 10.01 hereof. Any Outstanding Bonds shall prior to the maturity date or redemption date thereof be deemed to have been paid within the meaning of and with the effect expressed in Section 10.01 hereof if (a) in case any of such Bonds are to be redeemed on any date prior to their maturity date, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to mail, on a date in accordance with the provisions of Section 4.02 hereof, notice of redemption of such Bonds on said redemption date, said notice to be given in accordance with Section 4.02 hereof, (b) there shall have been deposited with the Trustee either (i) money in an amount which shall be sufficient, or (ii) Federal Securities that are not subject to redemption other than at the option of the holder thereof, the interest on and principal of which when paid will provide money which, together with the money, if any deposited with the Trustee at the same time, shall, as verified by an independent certified public accountant in a report filed with the Authority, the City and the Trustee, be sufficient to pay when due the interest to become due on such Bonds on and prior to the maturity date or redemption date thereof, as the case may be, and the principal of and premium, if any, on such Bonds, (c) the Authority shall have delivered or cause to be delivered an (i) escrow agreement; and (ii) an opinion of Bond Counsel addressed to the Authority, the City and the Trustee to the effect that such Bonds have been discharged in accordance with the Indenture (which opinion may rely upon and assume the accuracy of the independent certified public accountant report referred to above) and (d) in the event such Bonds are not by their terms subject to redemption within the next succeeding 60 days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as soon as practicable, a notice to the owner of such Bonds that the deposit required by clause (b) above has been made with the Trustee and that such Bonds, are deemed to have been paid in accordance with this Section and stating the maturity date or redemption date upon which money is to be available for the payment of the principal of and premium, if any, on such Bonds.

The Bonds shall be deemed Outstanding under this Indenture unless and until they are in fact paid and retired or the above criteria are met.

Section 10.03 Payment of Bonds After Discharge of Indenture . Notwithstanding any provisions of this Indenture, to the extent permitted by law, any moneys held by the Trustee in trust for the payment of the principal of, or premium or interest on, any Bonds and remaining unclaimed for two years after the date of deposit of such moneys, shall be repaid to the Authority (without liability for interest) free from the trusts created by this Indenture, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the Authority as aforesaid, the Trustee may (at the cost of the Authority) first mail, by first class mail postage prepaid, to the Owner of Bonds which have not yet been paid, a t the address shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trustee with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the Authority of the moneys held for the payment thereof.

ARTICLE XI

MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties . Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the City, the Trustee and the Owner any claim, remedy or right under or pursuant hereto, and any agreement, condition, 182

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covenant or term required herein to be observed or performed by or on behalf of the Authority or the City shall be for the sole and exclusive benefit of the Trustee and the Owner.

Section 11.02 Successor Deemed Included in all References to Predecessor . Whenever the Authority, the City or the T rustee, or any officer thereof, is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority, the City or the Trustee, or such officer, and all agreem ents, conditions, covenants and terms required hereby to be observed or performed by or on behalf of the Authority, the City or the Trustee, or any officer thereof, shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.

Section 11.03 Execution of Documents by Owner. Any declaration, request or other instrument which is permitted or required herein to be executed by the Owner may be in one or more instruments of similar tenor and may be executed by the Owner in person or by its attorney appointed in writing. The fact and date of the execution by the Owner or his attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affi davit of a witness of such execution duly sworn to before such notary public or other officer, or by such other proof as the Trustee may accept which it may deem sufficient.

The ownership of any Bonds and the amount, payment date, number and date of owning the same may be proved by the Registration Books.

Any declaration, request or other instrument in writing of the Owner of any Bond shall bind any future Owner of such Bond with respect to anything done or suffered to be done by the Authority, the City or the Trustee in good faith and in accordance therewith.

Section 11.04 Waiver of Personal Liability. Notwithstanding anything contained herein to the contrary, no member, officer or employee of the Authority or the City shall be individually or personally liable for the payment of any moneys, including without limitation, the principal of or interest on the Bonds, but nothing contained herein shall relieve any member, officer or employee of the City or the Authority from the performance of any official duty provided by an y applicable provisions of law, by the Lease Agreement or hereby.

Section 11.05 Destruction of Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the Authority of any Bonds, the Trustee may, in lieu of such cancellation and delivery, destroy such Bonds.

Section 11.06 Funds and Accounts . Any fund or account required to be established and maintained herein by the Trustee may be established and maintained in the accounting records of the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund, but all such records with respect to all such funds and accounts shall at an times be main tained in accordance with sound accounting practice and with due regard for the protection of the security of the Bonds and the rights of the Owner.
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The Trustee may commingle any of the moneys held by it hereunder for investment purposes only; provided, ho wever, that the Trustee shall account separately for the moneys in each fund or account established pursuant to this Indenture. The Trustee may establish such funds and accounts as it deems necessary or appropriate to perform its obligations hereunder.

Section 11.07 Article and Section Headings Gender and References . The singular form of any word used herein, including the terms defined in Section 1.01 hereof, shall include the plural, and vice versa, unless the context otherwise requires. The use herein of a pronoun of any gender shall include correlative words of the other genders. The headings or titles of the several Articles and Sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. All references herein to “Articles,” “Sections,” subsections or clauses are to the corresponding Articles, Sections, subsections or clauses hereof, and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, subsection or clause thereof.

Section 11.08 Entire Agreement; Partial Invalidity. This Indenture and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and understandings, oral or written . If any one or more of the agreements, conditions, covenants or terms required herein to be observed or performed by or on the part of the Authority, the City or the Trustee shall be contrary to law, then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void to the extent contrary to law and shall be deemed separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Bonds, and the Owner shall retain all the benefit, protection and security afforded to them under any applicabl e provisions of law. The Authority, the City and the Trustee hereby declare that they would have executed this Indenture, and each and every Article, Section, paragraph, subsection, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Bonds pursuant hereto irrespective of the fact that any one or more Articles, Sections, paragraphs, subsections, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 11.09 Disqualified Bonds. In determining whether the Owner has concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are actually known by the Trustee to be owned or held by or for the account of the Authority or the City, or by any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination; except that, in determining whether the Trustee shall be protected in relying upon any such demand, request, direction, consent or waiver of an Owner, only Bonds which the Trustee actually knows to be owned or held by or for the account of the Authority or the City, or by any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City, shall be disregarded unless all Bonds are so owned or held, in which cas e such Bonds shall be considered Outstanding for the purpose of such determination. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Bonds and that the pledgee is not a Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. 184

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Section 11.10 Money Held for Particular Bonds . The money held by the Trustee for the payment of the interest, principal or premium due on any date with respect to par ticular Bonds (or portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Owner of the Bonds entitled thereto, subject, however, to the provisions of Section 10.03 hereof but without any liability for interest thereon.

Section 11.11 Payment on Non-Business Days. In the event any payment is required to be made hereunder on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day with the same effect as if made on such non-Business Day.

Section 11.12 California Law . This Indenture shall be construed and governed in accordance with the laws of the State of California. The parties hereby (i) irrevocably submit to the exclusive jurisdiction of any federal or state court sitting in California, (ii) waive any objection to laying of venue in any such action or proceeding in such courts, and (iii) waive any objection that such courts are an inconvenient forum or do not have jurisdiction over any party.

Section 11.13 Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the City: City of Sanger
1700 7th Street
Sanger, California 93657
Attention: City Manager
If to the Authority: Sanger Financing Authority
c/o City of Sanger
1700 7th Street
Sanger, California 93657
Attention: Executive Director
If to the Trustee: U.S. Bank Trust Company, National Association, 633 West 5th Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier, u pon the sender’s receipt of an appropriate answer back or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (d) if given by any other means, upon delivery at the address specified in this Section.
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Section 11.14 Execution in Counter parts. This Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.

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IN WITNESS WHEREOF, the Authority and the City have caused this Indenture to be signed in their respective names by their representative thereunto duly authorized, and the Trustee, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written,

SANGER FINANCING AUTHORITY
By:

Executive Director
ATTEST:

Secretary

CITY OF SANGER
By:

City Manager
ATTEST:

City Clerk

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U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee
By:

Authorized Officer
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EXHIBIT A

FORM OF BOND
No. ____ $___________

THE REGISTERED OWNER OF THIS BOND ACKNOWLEDGES AND AGREES THAT THIS BOND MAY

ONLY BE TRANSFERRED IN WHOLE TO A NEW OWNER WHO DELIVERS TO THE AUTHORITY, THE CITY AND THE TRUSTEE A PURCHASER’S CERTIFICATE IN THE FORM REQUIRED BY THE

INDENTURE WHO IS (I) AN AFFILIATE OF THE ORIGINAL PURCHASER OF THIS BOND, (II) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT , OR (III) AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE

SECURITIES ACT

SANGER FINANCING AUTHORITY

LEASE REVENUE REFUNDING BOND
SERIES 2022A

INTEREST RATE MATURITY DATE DATED DATE
______% June 15, 2043 _________, 2022

REGISTERED OWNER:

PRINCIPAL AMOUNT: _________________________ DOLLARS
The Sanger Financing Authority (the “Authority”), for value received, hereby promises to pay, solely from the Base Rental Payments (as hereinafter defined) or amounts in certain funds and accounts held under the Indenture (as hereinafter defined), to the Registered Owner identified abo ve or registered assigns (the “Registered Owner”); on the Maturity Date identified above or on any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest R ate identified above in like lawful money from the date hereof payable semiannually on June 15 and December 15 in each year, commencing June 15, 2022 (the “Interest Payment Dates”), until payment of such Principal Amount in full; provided, however, that so long as any event of default shall have occurred and is continuing, the interest rate on the Bonds may, at the option of the Owner of the Bonds, be increased to the Default Rate as provided in the Indenture ; provided further, however, from and after the D ate of Taxability following a Determination of Taxability, the interest rate on the Bonds shall be increased to the Taxable Rate. This Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the close of business on the first calendar day of the month in which such Interest Payment Date occurs, whether or not such day is a Business Day, in which event it shall bear inter est from such Interest Payment Date, or unless this Bond is authenticated on or prior to June 1, 2022, in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, interest on this Bond shall be payable from the date to which interest hereon has been paid in full, payable on each Interest Payment Date). The Principal Amount hereof is payable upon surrender hereof upon maturity or earl ier redemption at the Office of 189

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the Trustee (as hereinafter defined). Interest hereon is payable by wire or check of U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”), mailed by first class mail, postage prepaid, on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner shown on the Registration Books at the close of business on the first calendar day of the month in which such Interest Payment Date occurs. “Office of the Trustee” means the principal corporate trust office of the Trustee in Los Angeles , California, or such other office as may be specified to the Authority and the City of Sanger (the “City”) by the Trustee in writing, except that with respect to presentation of Bonds for paym ent or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.

This Bond is of a duly authorized issue of bonds issued for the purpose of refinancing the Project designated “Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A” (the “Bonds”) in the aggregate principal amount of $__________. The Bonds are issued pursuant to the Indenture, dated as of __________ 1, 2022 (the “Indenture”), by and among the Authority, the City and the Trustee, and this reference incorporates the Indenture herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. The Indenture is entered into, and this Bond is issued under, the Marks-Roos Local Bond Pooling Act of 1985 (the “Act”) and the laws of the State of California. Capitalized terms not defined herein shall have the meanings set forth in the Indenture.

Pursuant to the Indenture, the principal of and interest on the Bonds are payable solely from certain base rental payments (the “Base Rental Payments”) under and pursuant to that certain Lease Agreement, dated as of __________ 1, 2022 (the “Lease Agreement”), by and between the City, as lessee, and the Authority, as lessor, all of which rights to receive such Base Rental Payments have been assigned without recourse by the Authority to the Trustee. Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund , the Interest Fund, the Principal Fund and the Redemption Fund established under the Indenture are pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the Indenture and the Act. Said pledge constitutes a first lien on such assets.

The Bonds are authorized to be issued in the form of a fully registered bond without coupons in the principal amount of $__________.

The Bonds shall be subject to redemption, in whole or in part, on any date, from and to the extent of any Net Insurance Proceeds received with respect to all or a portion of the Property leased under the Lease Agreement, remaining after payment therefrom of all reasonable expenses incurred in the collection t hereof, deposited by the Trustee in the Redemption Fund established under the Indenture, at a Redemption Price equal to the principal amount of the Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium. [Prior to Tax-Exempt Reissuance Date: The Bonds shall be subject to optional redemption, in whole or in part, on any Interest Payment Date, from and to the extent of prepaid Base Rental Payments paid pursuant the Lease Agreement, at a Redemption Price as set forth in the prepayment schedule set forth in the Lease Agreement.

At the Authority’s and the City’s option and upon satisfaction of certain conditions set forth in the Indenture, on any business date on or after March 17, 2023, the interest rate on this Bond shall 190

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convert to the Tax -Exempt Rate (defined in the Indenture) , and the optional redemption provisions applicable to the Bonds will be modified in the manner described in the Indenture.] [Post Tax-Exempt Reissuance Date (option to be selected by Owner of the Bond):
[OPTION 1: The Bonds shall be subject to optional re demption, in whole or in part, on any Interest Payment Date, from and to the extent of prepaid Base Rental Payments paid pursuant the Lease Agreement, at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date:

Redemption Date Redemption Price
Through and including December 15, 2023 103%
June 15, 2024 to and including December 15, 2025 102
June 15, 2026 to and including December 15, 2027 101
June 15, 2028 and any Interest Payment Date thereafter 100

OPTION 2: The Bonds shall be subject to optional redemption, in whole or in part, on any Interest Payment Date, from and to the extent of prepaid Base Rental Payments paid pursuant the Lease Agreement, at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date:

Redemption Date Redemption Price
Through and including December 15, 2025 102%
June 15, 2026 to and including December 15, 2027 101
June 15, 2028 and any Interest Payment Date thereafter 100

OPTION 3: The Bonds shall be subject to optional redemption, in whole or in part, on any Interest Payment Date, from and to the extent of prepaid Base Rental Payments paid pursuant the Lease Agreement, at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date:

Redemption Date Redemption Price
Through and including December 15, 2027 101%
June 15, 2028 and any Interest Payment Date thereafter 100

OPTION 4: The Bonds are not subject to optional redemption prior to maturity.]] The Bonds maturing on June 15, 2043 are subject to mandatory sinking fund redemption in part (by lot) on each June 15 on and after June 15, 2022, in integral multiples of $5,000 at a Redemption Price of the principal amount thereof plus accrued interest to the date fixed for redemption, with out premium, in accordance with the following schedule:
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Sinking Fund Redemption Date
(June 15)
Principal Amount
To Be Redeemed
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043 (maturity)

The Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of any redemption to the Owner of any Bonds designated for redemption, at its address appearing on the Registration Books, at least 20 but not more than 60 days prior to the date fixed for redemption; provided, however, t hat neither failure to receive any such notice so mailed, nor any defect therein, shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. T he Redemption Price of the Bonds to be redeemed shall be paid only upon presentation and surrender thereof at the Office of the Trustee.

From and after the date fixed for redemption of any Bonds, interest on such Bonds will cease to accrue and become payable.

Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, fully registered Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount and maturity of fully registered Bonds.

This Bond is transferable by the Registered Owner hereof, in person or by his duly authorized attorney, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond, in an Authorized Denomination, for the same aggregate principal amount will be issued to the transferee in exchange herefor. The Authority, the City and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority, the City and the Trustee shall not be affected by any notice to the contrary. 192

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The Indenture and the rights and obligations of the Authority, the City, the Owner of the Bonds and the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture.

The Indenture contains provisions permitting the Authority to make provision for the payment of interest on, and the princi pal and premium, if any, of any of the Bond so that such Bonds shall no longer be deemed to be outstanding under the terms of the Indenture.

All obligations of the Authority under the Indenture shall be special obligations of the Authority, payable solely from Rental Payments and the other assets pledged therefor under the Indenture; provided, however, that all obligations of the Authority unde r the Bonds shall be special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor under the Indenture. Neither the faith and credit nor the taxing power of the Authority, the City or the State of Cal ifornia, or any political subdivision thereof, is pledged to the payment of the Bonds.

IN WITNESS WHEREOF, the Authority has caused this Bond to be signed in its name and on its behalf by the facsimile signatures of its Chair and Secretary, all as of the D ated Date identified above.

SANGER FINANCING AUTHORITY
By:

Chair
Attest:

Secretary

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the Bonds described in the within -mentioned Indenture and registered on the Registration Books.

Date: _____________________ U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By:

Authorized Signatory

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[FORM OF ASSIGNMENT]

For value, received the undersigned hereby sells, assigns and transfers unto ____________________________________________ whose address and social security or other tax identifying number is ______________________, the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) ____________________________________ attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated: ____________________
Signature Guaranteed:

Note: Signature(s) must be guaranteed by an eligible
guarantor.

Note: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of
the within pond in every particular without alteration or enlargement or any change whatsoever.

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EXHIBIT B

SANGER FINANCING AUTHORITY

LEASE REVENUE REFUNDING BONDS
SERIES 2022A
Election of Conversion to the Tax-Exempt Rate
The undersigned, _________ of the Sanger Financing Authority (the “Authority”) and the __________ of the City of Sanger (the “City”), hereby provides notice on behalf of the Authority and the City that the Authority and the City elect to convert the interest rate payable with respect to the above-referenced bonds (the “Bonds”) to the Tax-Exempt Rate on the date hereof. Capitalized terms used herein and not defined shall have the meanings given such terms in the Indenture dated as of __________ 1, 2022, by and among the Authority, the City and U.S. Bank Trust Company, National Association, pursuant to which the Bonds were issued.

Dated: __________, 20__ SANGER FINANCING AUTHORITY
By:

CITY OF SANGER
By:

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EXHIBIT C
[Tax-Exempt Reissuance Date]
Sanger Financing Authority
Sanger, California
City of Sanger
Sanger, California
Re: $__________ Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A
Ladies and Gentlemen:

We have examined the Constitution and the laws of the State of California, a certified record of the proceedings of the Sanger Financing Authority (the “Authority”) and the City of Sanger (the “City”) taken in connection with the conversion of t he interest rate payable with respect to Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A in the aggregate principal amount of $__________ (the “Bonds”) to the tax -exempt rate and such other information and documents as we consider necessary to render this opinion. In rendering this opinion, we have relied upon certain representations of fact and certifications made by the Authority, the City, the purchaser of the Bonds and others. We have not undertaken to verify through independent investigation the accuracy of the representations and certifications relied upon by us.

The Bonds have been issued pursuant to Chapter 4 (commencing with Section 43600) of Division 4 of Title 4 of the Government Code of the State of California and the Indenture dated as of __________ 1, 2022 by and among the Authority, the City and U.S. Bank Trust Company, National Association (collectively, the “Indenture”). Capitalized terms used herein and not defined shall have the meanings given such terms in the Indenture.

Based upon our examination of the foregoing, and in reliance thereon and on all matters of fact as we deem relevant under the circumstances, and upon consideration of applicable laws, we are of the opinion that:

1. Under existing statutes, regulat ions, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on the Bonds on and after the date hereof is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals.

2. Interest on the Bonds is exempt from State of California personal income tax.

The opinions expressed herein as to the exclusion from gross income of interest on the Bonds are based upon certain representations of fact and certifications made by the Authority and the City and are subject to the condition that the Authority and the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Code”) that must be satisfied subsequent to the reissuance of the Bonds to assure that such interest on the Bonds will not become includable in gross 196

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income for federal income tax purposes. Failure to comply with such requirements of the Code might cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of reissuance of the Bonds. The Authority and the City have covenanted to comply with all such requirements.

The opinions expressed herein may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. The Indenture and the Tax Certificate relating to the Bonds permit certain actions to be taken or to be omitted if a favorable opinion of Bond Counsel is provided with respect thereto. No opinion is expressed herein as to the effect on the exclusion from gross income of interest on the Bonds for federal income tax purposes with respect to any Bond if any such action is taken or omitted based upon the opinion or advice of counsel other than ourselves. Other than expressly stated herein, we express no other opinion regarding tax consequences with respect to the Bonds.

The opinions expressed herein are based upon our analysis and interpretation of existing laws, regulations, rulings and judic ial decisions and cover certain matters not directly addressed by such authorities. We call attention to the fact that the rights and obligations under the Indenture, the Tax Certificate and the Bonds are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State of California.

Our opinion is limited to matters governed by the laws of the State of California and federal tax law. We assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction.

Respectfully submitted,
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[FORM OF RELIANCE LETTER]
[Tax-Exempt Reissuance Date]
[Bond Owner]
[Trustee]
Re: $__________ Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A
Ladies and Gentlemen:

On the date hereof, we delivered to the Sanger Financing Authority (the “Authority”) and the City of Sanger (the “City”) our opinion (the “Opinion”) in connection with the conversion of the interest rate payable with respect to the above -captioned bonds (the “Bonds”) to the tax -exempt rate, which have been issued pursuant to Chapter 4 (commencing with Section 43600) of Division 4 of Title 4 of the Government Code of the State of California and the Indenture dated as of __________ 1, 2022 by and among the Authority, the City and U.S. Bank Trust Company, National Association (collectively, the “Indenture”). You are authorized to rely on the Opinion as if it were addressed to you.

This letter is being furnished to you solely for your benefit in connection with the conversion of the interest rate payable with respect to of the Bonds to the tax -exempt rate and is no t to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. The Opinion is limited to matters governed by the laws of the State of California and federal tax law, and we assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction. No attorney -client relationship has existed or exists between our firm and you in connection with the Bonds or by virtue of this letter and we are not assuming any professio nal responsibility to any other person whomsoever.

Respectfully submitted,
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EXHIBIT D
OWNER’S CERTIFICATE
IT IS HEREBY CERTIFIED by the undersigned, __________ (the “Owner”) with respect to the conversion of the interest rate payable with respect to the Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A (the “Bonds”) to the Tax -Exempt Rate on the date hereof (the Bonds bearing interest at the Tax-Exempt Rate is referred to herein as the “Tax-Exempt Bonds”) that:

1. The Owner hereby selects the following optional redemption provision to be applicable to the Tax-Exempt Bonds from and after the date hereof:
[OWNER PICKS ONE OF THE FOLLOWING FOUR OPTIONS]
[Option No. 1]
The Bonds, shall be subject to optional redemption, in whole or in part, on any date, from and to the extent of prepaid Base Rental Pa yments paid pursuant to subsection (b) of Section 7.02 of the Lease Agreement, at the following Redemption Prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date:

Redemption Date Redemption Price
Through and including June 14, 2023 103%
June 15, 2024 to and including June 14, 2026 102
June 15, 2026 to and including June 14, 2028 101
June 15, 2028 and any date thereafter 100

[Option No. 2]
The Bonds, shall be subject to optional redemption, in whole or in part, on any date, from and to the extent of prepaid Base Rental Payments paid pursuant to subsection (b) of Section 7.02 of the Lease Agreement, at the following Redemption Prices, express ed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date:

Redemption Date Redemption Price
Through and including June 14, 2026 102%
June 15, 2026 to and including June 14, 2028 101
June 15, 2028 and any date thereafter 100

[Option No. 3]
The Bonds, shall be subject to optional redemption, in whole or in part, on any date, from and to the extent of prepaid Base Rental Payments paid pursuant to subsection (b) of Section 7.02 of the Lease Agreement, at the following Redemption Prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date:
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Redemption Date Redemption Price
Through and including June 14, 2028 101%
June 15, 2028 and any date thereafter 100

[Option No. 4]
The Bonds are not subject to optional redemption prior to maturity.

2. The Owner hereby acknowledges receipt of the “ Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A,” in the principal amount of $__________, maturing, bearing interest at the Tax-Exempt Rate and subject to redemption prior to maturity as provided in the Indenture dated as of __________ 1, 2022 by and among the Authority, the City and U.S. Bank Trust Company, National Association (together, the “Indenture”) and as set forth above, and the Tax-Exempt Bonds is registered in the name of the Owner.

3. The Owner intends to retain the Tax-Exempt Bonds for its own portfolio until maturity and does not intend to reoffer the Tax-Exempt Bonds to the public.

4. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Indenture.

WITNESS my hand on this ___________, 20__.

[OWNER]
By .

Authorized Officer

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EXHIBIT E
FORM OF PURCHASER’S CERTIFICATE
__________, 20__
Sanger Financing Authority
Sanger, California
City of Sanger
Sanger, California
U.S. Bank Trust Company, National Association
Los Angeles, California
Re: Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A Ladies and Gentlemen:

The undersigned (the “Investor”) hereby acknowledges that it is purchasing $__________ aggregate principal amount of Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A (the “Bonds”) issued in the Authorized Denomination amount pursuant to an Indenture, dated as of __________ 1, 2022 (the “Authorizing Document”), by and among the Sanger Financing Authority (the “Issuer”), the City of Sanger and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Authorizing Document.

The Investor acknowledges that the proceeds of the Bonds will be used for the purposes, and Bond principal and interest thereon shall be payable solely from the sources, descr ibed in the Authorizing Document.

In connection with the sale of the Bonds to the Investor, the Investor hereby makes the following representations upon which you may rely:

1. The Investor has the authority and is duly authorized to extend credit to the Is suer by purchasing the Bond and to execute this letter and any other instruments and documents required to be executed by the Investor in connection with its purchase of the Bond. The Investor (a) is a bank, any entity directly or indirectly controlled by the bank or under common control with the bank, other than a broker, dealer or municipal securities dealer registered under the Securities Exchange Act of 1934, or a consortium of such entities; and (b) has the present intent to hold the Bond to maturity o r earlier redemption.

2. The Investor is (a) a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (b) an “accredited investor” as that term is defined in Rule 501(a)(1),(2),(3), or (7) under the Securities Act.

3. The Investor is not purchasing the Bond for more than one account or with a view to distributing the Bond.
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4. The Investor understands that the Bond is not, and is not intended to be, registered under the Securities Act and that such registration is not legally required as of the date hereof, and further understands that the Bond (a) is not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state, (b) wil l not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating agency, and (d) will be delivered in a form that may not be readily marketable.

5. The Investor acknowledges that it has either been supplied with or bee n given access to information which it has requested from the Issuer and to which a reasonable lender would attach significance in making lending decisions, and the Investor has had the opportunity to ask questions and receive answers from knowledgeable individuals, including its own counsel, concerning the Issuer and the Bond and the security therefor so that, as a reasonable lender, the Investor has been able to make a decision to purchase the Bond. The Investor has such knowledge and experience in finan cial and business matters that it is capable of evaluating the merits and risks of its prospective purchase of the Bond.

6. The Investor acknowledges that the obligations of the Issuer under the Authorizing Document do not constitute obligations of the Issuer for which the Issuer is obligated to levy or pledge, or has levied or pledged, general or special taxes. The Bond is a limited obligation of the Issuer but is not a debt of the Issuer, the State of California or any of its political subdivisions withi n the meaning of any constitutional or statutory limitation or restriction.

7. The Investor has made its own inquiry and analysis with respect to the Bond and the security therefor, and other material factors affecting the security and payment of the Bond. The Investor is aware that there are certain economic and regulatory variables and risks that could adversely affect the security for the Bond. The Investor has reviewed the documents executed in conjunction with the issuance of Bond, or summaries thereo f, including, without limitation, the Authorizing Document.

8. The Investor acknowledges and agrees that the Issuer take no responsibility for, and make no representation to the Investor, or any subsequent purchaser, with regard to, a sale, transfer or other disposition of the Bond in violation of the provisions of the Authorizing Document, or any securities law or income tax law consequences thereof. The Investor also acknowledges that, with respect to the Issuer’s obligations and liabilities, the Investor is solely responsible for compliance with the sales restrictions on the Bond in connection with any subsequent transfer of the Bond made by the Investor.

9. The Investor agrees that it is bound by and will abide by the provisions of the Authorizing Document relating to transfer, the restrictions noted on the face of the Bond and this Investor Letter. The Investor also covenants to comply with all applicable federal and state securities laws, rules and regulations in connection with any resale or transfer of the Bond by the Investor.

10. The Investor acknowledges that the sale of the Bond to the Investor is made in reliance upon the certifications, representations, and warranties herein made to the addressees hereto.

11. The interpretation of the provis ions hereof shall be governed and construed in accordance with State of California law without regard to principles of conflicts of laws. 202

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12. All representations of the Investor contained in this letter shall survive the execution and delivery of the Bond to the Investor as representations of fact existing as of the date of execution and delivery of this Investor Letter.

13. Inasmuch as the Bond represents a negotiated transaction, the Investor is not acting as a fiduciary of the Issuer, but rather is acting solely in its capacity as the initial Bondowner, for its own loan account. The Investor acknowledges and agrees that (i) the transaction contemplated herein is an arm’s length commercial transaction between the Issuer and the Investor and its affiliates, (ii) in connection with such transaction, the Investor and its affiliates are acting solely as a principal and not as an advisor including, without limitation, a “Municipal Advisor” as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the “Municipal Advisor Rules”), (iii) the Investor and its affiliates are relying on the purchaser exemption in the Municipal Advisor Rules, (iv) the Investor and its affiliates have not provided any advic e or assumed any advisory or fiduciary responsibility in favor of the Issuer with respect to the transaction contemplated by the Bond and the discussions, undertakings and procedures leading thereto (whether or not the Investor, or any affiliate of the Investor, has provided other services or advised, or is currently providing other services or advising the Issuer on other matters) and (v) the Investor and its affiliates have financial and other interests that differ from those of the Issuer. [PURCHASER/TRANSFEREE]]
By:

Its:

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Stradling Yocca Carlson & Rauth
Draft of 1/28/2022

4890-2384-9227v2/022765-0007

SANGER FINANCING AUTHORITY

LEASE REVENUE BONDS,
SERIES 2013

ESCROW AGREEMENT
This ESCROW AGREEMENT (the “Escrow Agreement”), made and entered into as of _____ 1, 2022 , by and among the City of Sanger (the “City”), the Sanger Financing Authority (the “Authority”), and U.S. Bank Trust Company , National Association, as escrow agent (the “Escrow Agent”), a national banking association organized and existing under the laws of the United States of America and being qualified to accept and administer the escrow hereby created.

W I T N E S S E T H :

WHEREAS, the Authority has heretofore issued its Sanger Financing Authority Lease Revenue Bonds , Series 2013 (the “Prior Bonds”), pursuant to the te rms of that certain Indenture dated as of November 1, 2013 (the “Prior Indenture”), by and between the Authority and U.S. Bank Trust Company , National Association , as successor trustee to Union Bank, N.A. (the “Prior Trustee”); and
WHEREAS, the Authority h as determined to cause the issuance and sale of its Sanger Financing Authority Lease Revenue Refunding Bonds, Series 202 2A (the “Bonds”), for the purpose of providing moneys to the Escrow Agent, which amount will be sufficient to pay the principal and interest due on the Prior Bonds through and including June 15, 2023, and to redeem on June 15, 2023 (the “Redemption Date”) the Prior Bonds maturing on and after June 15, 2024 at a redemption price equal to the principal amount to be redeemed, without premium (the “Redemption Price”); and WHEREAS, pursuant to Section 2 of this Escrow Agreement, the Authority will cause a prescribed portion of the proceeds of the Bonds to be set aside with the Escrow Agent, in order to provide for the payment of the prin cipal and interest due on the Prior Bonds through and including June 15, 2023, and to pay on June 15, 2023, the Redemption Price of the Prior Bonds, such proceeds and funds to be deposited in an escrow fund to be created hereunder designated as the “Sanger Financing Authority 2013 Bonds Escrow Fund” to be maintained by the Escrow Agent (the “Escrow Fund”) which moneys will be used to purchase securities as described on Schedule II hereto (the “Federal Securities”) , provided the principal of and the interest on which when paid will provide money which, together with the moneys deposited with the Escrow Agent at the same time pursuant to this Escrow Agreement, will be sufficient to pay when and as due the regularly scheduled principal and interest on the Prior Bonds through and including June 15, 2023, and to pay on June 15, 2023, the Redemption Price of the Prior Bonds, set forth in Schedule III hereto; NOW, THEREFORE , the City, the Authority and the Escrow Agent hereby agree as follows:

SECTION 1. Establishment and Main tenance of Escrow Fund . The Escrow Agent agrees to establish and maintain, until the Prior Bonds have been paid in full, the Escrow Fund, and to hold the moneys therein at all times as a special and separate escrow fund (wholly segregated from all other s ecurities, investments or moneys on deposit with the Escrow Agent). All moneys in the 204
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Escrow Fund are hereby irrevocably pledged, subject to the provisions of Section 2 hereof, to secure the payment when due of the principal of and interest on the Prior B onds and the Redemption Price of the Prior Bonds.

SECTION 2. Funding of the Escrow Fund.
(a) The Authority agrees that, not later than ____, 2022 (the “Closing Date”), the Authority will cause to be transferred to the Escrow Agent for deposit in the Escrow Fund $ _____ from the proceeds of the Bonds.
(b) The Authority hereby directs the Escrow Agent to immediately apply $ _____ of such amounts to acquire, on the Closing Date, the Federal Securities set forth in Schedule II and to hold $_____ uninvested as cash.

SECTION 3. Investment of Moneys . The Escrow Agent acknowledges receipt of the moneys described in Section 2 and agrees immediately to invest such moneys in the Federal Securities listed on Schedule II hereto and to deposit such Federal Securities in the Escrow Fund.

The Escrow Agent shall be entitled to rely upon the conclusion of Causey Demgen & Moore P.C. (the “Verification Agent”), that the Federal Securi ties listed on Schedule II hereto mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to pay through and including June 15, 2023, the principal and interest due on the Prior Bonds and to pay on June 15, 2023, the Redemption Price.

SECTION 4. Investment of Any Remaining Moneys . At the written direction of the Authority, the Escrow Agent shall reinvest any other amount of principal and interest, or any portion thereof, received from the Federal Securities prior to the date on which such payment is required for the purposes set forth herein, in noncallable Federal Securities maturing not later than the date on which such payment or portion thereof is required for the purposes set forth in Section 6, at the written direction of the Authority, as verified in a report prepared by an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions to the effect that the reinvestment described in said report will not ad versely affect the sufficiency of the amounts of securities, investments and money in the Escrow Fund to pay through and including June 15, 2023, the principal and interest due on the Prior Bonds and to pay on June 15, 2023, the Redemption Price, and provided that the Authority has obtained and delivered to the Escrow Agent an unqualified opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, that such reinvestment will not adversely affect the exclusion from gross income for federal income tax purposes or of the interest with respect to the Prior Bonds.

In the absence of such written direction such other amounts shall be held uninvested. Any interest income resulting from investment or reinvestment of moneys pursuant to this Section 4 which is not required for the purposes set forth in Section 6, as verified in the letter of the Verification Agent originally obtained by the Authority with respect to the refunding of the Prior Bonds or in any other report prepared by an independent certifie d public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of tax -exempt obligations of political subdivisions, shall be paid to the Authority promptly upon the receipt of such interest income by the Escrow Agent. The determination of the Authority as to whether an accountant qualifies under this Escrow Agreement shall be conclusive. The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Escrow Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or any such affiliate is acting as agent of the Escrow Agent or for any third person or dealing as principal for its own account. 205
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SECTION 5. Substitution of Se curities. Upon the written request of the Authority, and subject to the conditions and limitations herein set forth and applicable governmental rules and regulations, the Escrow Agent shall sell, redeem or otherwise dispose of the Federal Securities, provided that there are substituted therefor from the proceeds of the Federal Securities other Federal Securities, but only after the Authority has obtained and delivered to the Escrow Agent: (i) an unqualified opinion of Stradling Yocca Carlson & Rauth, a Pro fessional Corporation, to the effect that the substitution of securities is permitted under the legal documents in effect with respect to the Prior Bonds and that such reinvestment will not adversely affect the exclusion from gross income for federal income tax purposes of the interest with respect to the Prior Bonds; and (ii) a report by a firm of independent certified public accountants to the effect that the reinvestment described in said report will not adversely affect the sufficiency of the amounts of securities, investments and money in the Escrow Fund to pay through and including June 15, 2023, the principal and interest due on the Prior Bonds and to pay on June 15, 2023, the Redemption Price. The Escrow Agent shall not be liable or responsible for any loss resulting from any reinvestment made pursuant to this Escrow Agreement and in full compliance with the provisions hereof.

SECTION 6. Payment and Redemption of the Prior Bonds . The Authority hereby requests and irrevocably instructs the Escrow Agent to pay through and including June 15, 2023, the principal and interest due on the Prior Bonds and to pay on June 15 , 2023, the Redemption Price. Upon payment in full of the Prior Bonds, the Escrow Agent shall transfer any moneys remaining in the Escrow Fund to the City and, after provision for payment of amounts due to the Prior Trustee and the Escrow Agent pursuant to Section 6 and 9 hereof, this Escrow Agreement shall terminate. The Escrow Fund cash flow for the Escrow Fund is set forth in Schedule III attached hereto.

SECTION 7. Notices of Defeasance and Redemption of the Prior Bonds. The Authority hereby instructs the Escrow Agent to mail, first class, postage prepaid, a notice to the owners of the Prior Bond s in the form attached hereto as Schedule I -A stating that the defeasance of th e Prior Bonds has occurred. The Authority hereby further instructs the Escrow Agent to provide a notice in substantially the form attached hereto as Schedule I -B of redemption with respect to the Prior Bonds in accordance with the procedures set forth in Section 4.03 of the Prior Indenture.

SECTION 8. Notice of Possible Deficiencies . If at any time the Escrow Agent has actual knowledge that the moneys and securities in the Escrow Fund will not be sufficient to make all payments required by Section 6 hereof, the Escrow Agent shall notify the Authority in writing as soon as is reasonably practicable, of such fact, the amount of such deficiency and if known, the reason therefor; provided, however, that the Authority shall have no liability for any such deficiency.

SECTION 9. Fees and Costs . The Escrow Agent shall receive its reasonable fees and expenses as previously agreed to by the Escrow Agent and the Authority, and any other reasonable fees and expenses of the Escrow Agent (including attorneys’ fees) approved by the Authority. The parties hereto agree that the duties and obligations of the Escrow Agent shall be as expressly provided herein, and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. The fee s of and the costs incurred by the Escrow Agent shall in no event be deducted or payable from, or constitute a lien against, the Escrow Fund.

SECTION 10. Merger or Consolidation . Any company into which the Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business, provided such 206
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company shall be eligible under this Escrow Agreement, shall be the successor of such Escrow Agent without the execution or filing of any paper or any further act, notwithstanding anything herein to the contrary.

SECTION 11. Entire Agreement; Severability. This Escrow Agree ment and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and understandings, oral or written . If any section, paragraph, sentence, clause or provision of t his Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence, clause or provisions shall not affect any of the remaining provisions of this Escrow Agreement.

SECTION 12. Execution of Counterparts. This Escrow Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument.

SECTION 13. Applicable Law. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties hereby (i) irrevocably submit to the exclusive jurisdiction of any federal or state court sitting in the State of California, (ii) waive any objection to laying of venue in any such action or proceeding in such courts, and (iii) waive any objection that such courts are an inconvenient forum or do not have jurisdiction over any party.

SECTION 14. Indemnification. The Authority agrees to indemnify, hol d harmless and defend the Escrow Agent, its officers, employees, directors, and agents, to the extent permitted by law from and against any and all losses, damages, claims, actions, liabilities, costs and expenses of whatever nature, kind or character (inc luding, without limitation, attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) which may be imposed on, or incurred by or asserted against the Escrow Agent directly or indirectly arising out of or related to any claim, suit, investigation, proceeding or action commenced or threatened as a result the execution by the Escrow Agent of this Escrow Agreement, the performance of its obligations hereunder, or of the payment of the Prior Bonds; provided, however, that this indemnification shall not cover any losses or expenses incurred by the Escrow Agent as a result of its negligence or willful misconduct. The agreements of the Authority hereunder shall survive the discharge of the Prior Indenture and th e payment of the Redemption Price and the resignation or removal of the Prior Trustee.

SECTION 15. Immunities and Liability of Escrow Agent.
(a) The Escrow Agent undertakes to perform only such duties as are expressly and specifically set forth in this Escrow Agreement, a nd no implied duties or obligations shall be read into this Escrow Agreement against Escrow Agent. The permissive rights of the Escrow Bank to do the things enumerated in this Escrow Agreement shall not be construed as a duty and, with respect to such per missive rights, the Escrow Bank shall not be answerable for other than its negligence or willful misconduct.
(b) The Escrow Agent shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. In no event shall the Es crow Agent be liable for any special, indirect, punitive, incidental or consequential loss or damages of any kind whatsoever, (including, but not limited to, loss of profit), even if the Escrow Agent or the Authority knows of the possibility of such damage s and regardless of the form of action. The Escrow Agent shall have no 207
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duty or responsibility under this Escrow Agreement in the case of any default in the performance of the covenants or agreements contained in the resolutions, indenture and fiscal agent agreement relating to the Prior Bonds. The Escrow Agent is not required to resolve conflicting demands to money or property in its possession under this Escrow Agreement. The Escrow Agent shall not be liable for any action taken or omitted by it or any of its officers, employees or agents in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. The Escrow Agent shall not be liable for any actions taken or errors of judgement made in good faith by a responsible officer, unless it shall be proved that the Escrow Agent was negligent in ascertaining the pertinent facts. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of an y other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent. The Escrow Agent shall have no duty to know or inquire as to the performance or nonp erformance of any provision of any other agreement, instrument, or document other than this Escrow Agreement.
(c) The Escrow Agent may act through attorneys or agents and shall not be responsible for the acts or omissions of any such attorney or agent appointe d with due care. The Escrow Agent may consult with counsel and other professionals of its own choice . The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent , and the opinion of such counsel or other professionals shall be full and complete authorization to take or suffer any action hereunder in accordance with such opinion. (d) The Escrow Agent shall not be responsible for any of the recitals or representations contained herein.
(e) The Escrow Agent may become the owner of, or acquire any interest in, any of the Prior Bonds with the same rights that it would have if it were not the Escrow Agent and may engage or be interested in any financial or other transaction with the Authority. (f) The Escrow Agent shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys and securities deposited with it t o pay the prescribed Prior Bonds.
(g) The Escrow Agent shall not be liable for any action or omission of the Authority under this Escrow Agreement.
(h) Whenever in the administration of this Escrow Agreement the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of any authorized representative of the Authority and/or opinion of counsel, and such certificate or opinion shall, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be full warrant to the Escrow Agent for any action taken or su ffered by it under the provisions of this Escrow Agreement.
(i) The Escrow Agent shall be entitled to request and receive written instructions hereunder and shall have no responsibility or liability for any losses or damages of any nature that may arise from a ny action taken or not taken by the Escrow Agent in accordance with such written 208
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direction. The Escrow Agent may conclusively rely, as to the truth and accuracy of the statements and correctness of any written notice, instruction, request, certificate, do cument, order, judgment, decree or opinion furnished to it and the calculations provided to it in connection with this Escrow Agreement and shall be protected in acting, or refraining from acting, upon any written notice, instruction, request, certificate, document, calculations or opinion furnished to the Escrow Agent in compliance with this Escrow Agreement and reasonably believed by the Escrow Agent to have been signed or presented by the proper party, not only as to due execution, validity and effective ness, but also as to the truth and accuracy of any information contained therein, and it need not investigate any fact or matter stated in such notice, instruction, request, certificate or opinion. (j) The Escrow Agent shall incur no liability for losses arising from any investment made pursuant to this Escrow Agreement. The parties hereto acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice. (k) No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. (l) The l iability of the Escrow Agent to make the payments required by this Escrow Agreement shall be limited to the moneys and securities in the Escrow Fund. (m) The Escrow Agent shall furnish the Authority periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Agent or brokers selected by the Authority. Upon the Authority’s election, such statements will be delivered via the Escrow Agent’s online service and upon electing such service, paper statements will be provided only upon request. The Authority waives the right to receive brokerage confirmations of security transactions effected by the Escrow Agent as they occur, to the extent permitted by law. The Authority further understands that trade confirmations fo r securities transactions effected by the Escrow Agent will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.
(n) The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Escrow Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, any act or provision of any present or future law or regulation or governmental authority; acts of God; earthquakes; fires; floods; wars; terrorism; civil or military disturbances; sabotage; epidemics; quarantine restrictions; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility.
(o) The Escrow Agent shall be under no obligat ion to exercise any of the rights or powers vested in it by this Escrow Agreement at the request or direction of the Authority, pursuant to the provisions of this Escrow Agreement, unless such parties shall have offered to the Escrow Agent security or indemnity (satisfactory to the Escrow Agent in its sole and absolute discretion) against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction. The Escrow Agent may resign and be discharged from its duties and obligations hereunder at any time by giving no less than thirty (30) calendar days’ prior written notice of such resignation to the Authority, specifying the date when such resignation shall take effect. 209
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SECTION 16. Termination and Modification of Agreement . Up on final payment in full of the principal of and interest on the Prior Bonds pursuant to this Escrow Agreement, all obligations of the Escrow Agent under this Escrow Agreement shall cease and terminate, except for the obligation of the Escrow Agent to pay or cause to be paid to the owners of the Prior Bonds not presented for payment all sums due thereon and the obligation of the Authority to pay to the Escrow Agent any amounts due and owing to the Escrow Agent hereunder. This Escrow Agreement may not be amended or modified in any manner which is materially adverse to the Owners of the Prior Bonds without the unanimous prior written consent of the Owners of the Prior Bonds. 210

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IN WITNESS WHEREOF, City of Sanger, the Sanger Financing Authority and U.S. Bank Trust Company, National Association, as Escrow Agent, have caused this Escrow Agreement to be executed each on its behalf by duly authorized officers as of the day and year first above written.

CITY OF SANGER
By:

City Manager
ATTEST:

City Clerk

SANGER FINANCING AUTHORITY
By:

Executive Director
ATTEST:

Secretary
[SIGNATURES CONTINUED ON NEXT PAGE.]
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[SIGNATURE PAGE CONTINUED.]
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Escrow Agent
By:

Authorized Officer
212

SCHEDULE I-A
4890-2384-9227v2/022765-0007

SCHEDULE I-A

FORM OF NOTICE OF DEFEASANCE

NOTICE OF DEFEASANCE OF

$_____

SANGER FINANCING AUTHORITY

LEASE REVENUE BONDS
SERIES 2013

BASE CUSIP NO. ___
CUSIP*
Maturity
(June 15) Amount

Notice is hereby given to the holders of all of the outstanding $ _____ Sanger Financing Authority Lease Revenue Bonds , Series 2013, maturing on and after June 15, 2022, as listed above (the “Refunded Bonds”) (i) that there has been deposited with U.S. Bank Trust Company , National Association, as Escrow Agent (the “Escrow Agent”), moneys and securities under the Escrow Agreement, dated as of _____ 1, 2022 (the “Escrow Agreement”), by and among the City of Sanger (the “City”), the Sanger Financing Authority (the “Authority”) and the Escrow Agent, which will provide moneys sufficient and available to pay through and including June 15, 2023, the principal and interest due on the Refunded Bonds and to redeem on June 15 , 2023 the Refunded Bonds maturing on and after June 15 , 2024, at a redemption price equal to the principal amount of the Refunded Bonds to be redeemed, without premium; ( ii) that the Escrow Agent has been irrevocably instructed to redeem on June 15, 2023 the Refunded Bonds maturing on and after June 15, 2024; and (iii) that the Refunded Bonds are deemed to be paid in accordance with Section 10.01 of the Indenture by and b etween the Authority and U.S. Bank Trust Company , National Association, as Successor Trustee, dated as of November 1, 2013, pursuant to which the Refunded Bonds were issued.

CONTINUING DISCLOSURE FILINGS : As a consequence of the defeasance of the Refunded Bonds listed herein, the City will no longer file annual reports, or notices of certain enumerated events for the Refunded Bonds pursuant to the continuing disclosure undertaking for the Refunded Bonds.
213

SCHEDULE I-A
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* The CUSIP numbers are included solely for the conve nience of the Holders of the Refunded Bonds. None of the City, the Authority or the Escrow Agent shall be responsible for any error of any nature relating to such numbers.

Dated this day ___ of _____, 2022.

CITY OF SANGER

SANGER FINANCING AUTHORITY
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION
as Escrow Agent
214

SCHEDULE I-B-1
4890-2384-9227v2/022765-0007

SCHEDULE I-B

FORM OF NOTICE OF REDEMPTION
$_____

SANGER FINANCING AUTHORITY

LEASE REVENUE BONDS
SERIES 2013

BASE CUSIP NO. _____

NOTICE IS HEREBY GIVEN to the owners of the above -captioned Bonds (the “Bonds”) of the Sanger Financing Authority (the “Authority”) issued on November 26, 2013, pursuant to the Indenture, dated as of November 1, 2013 (the “Indenture”), by and between the Authority and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”), that the Bonds listed below in the amount of $_____ have been selected for redemption on June 15, 2023 (the “Redemption Date”).

CUSIP*
Maturity
(June 15) Rate Amount
Redemption
Price

The Bonds will be payable on the Redemption Date at a redemption price equal to the principal amount to be redeemed plus interest accrued to the Redemption Date (the “Redemption Price”), without premium. The Redemption Price of the Bonds will become due and payable on the Redemption Date. Interest with respect to the Bonds to be redeemed will cease to accrue on and after the Redemption Date, and such Bonds will be surrendered to the Trustee.

All Bonds are required to be surrendered to the principal corporate trust office of the Trustee, on the Redemption D ate at the following location. If the Bonds are mailed, the use of registered, insured mail is recommended:

U.S. Bank Trust Company, National Association
Global Corporate Trust
111 Fillmore Avenue E
St. Paul, MN 55107

If the Owner of any Bond subject to optional redemption fails to deliver such Bond to the Trustee on the Redemption Date, such Bond shall nevertheless be deemed redeemed on the 215

SCHEDULE I-B-2
4890-2384-9227v2/022765-0007
Redemption Date and the Owner of such Bond shall have no rights in respect ther eof except to receive payment of the Redemption Price from funds held by the Trustee for such payment.

A form W -9 must be submitted with the Bonds. Failure to provide a completed form W -9 will result in 31% backup withholding pursuant to the Interest and Dividend Tax Compliance Act of 1983. Under the Jobs and Growth Tax Relief Reconciliation Act of 2003, 28% will be withheld if the tax identification number is not properly certified. * The CUSIP numbers are included solely for the convenience of the Hol ders of the Bonds. Neither the Authority nor the Trustee shall be responsible for any error of any nature relating to such numbers.

U.S. Bank Trust Company , National Association, as
Trustee

DATED this ____ day of __________, 2023.

216

SCHEDULE II
4890-2384-9227v2/022765-0007

SCHEDULE II

FEDERAL SECURITIES
Security Maturity
Principal
Amount
Interest
Rate Price

217

SCHEDULE III
4890-2384-9227v2/022765-0007

SCHEDULE III

ESCROW FUND CASH FLOW
Date
Cash
Receipts
from Federal
Securities
Principal
Due
Principal
Redeemed Interest Due
Total Debt
Payment Cash Balance

Cash deposited on _____, 2022 in the Escrow Fund in the amount of $ _____ of which $ _____ will be used to purchase the Federal Securities listed in Schedule II hereto and $ _____ to be held uninvested.

218

Trevor Mael | SVP, Public Finance | Tel: 916.724.2423 | Email: tmael@ff -inc.com January 25, 2022

RE: City of Sanger
Lease Financing

Based upon your request and preliminary review of the information provided to-date, First Foundation Public Finance (“FFPF”) would like express its interest in underwriting and obtaining c redit approval for the f ollowing Credit Facility to the City of Sanger , CA (“Borrower”) based on the terms outlined below. This Letter is provided by First Foundation Public Finance for disc ussion purposes only. It is not intended to be binding, does not create any obligation on the part of First Foundation Public Finance to Sponsor or any third party, and is not a commitment to lend or agreement of any kind. No obligation whatsoever on the part of First Foundation Public Finance shall arise until execution and delivery of a formal commitment or loan documentation by a duly authorized officer of First Foundation Public Finance, which obligation shall be subject to all of the conditions contained therein.

The proposed loan c onditions are:

STRUCTURE: Cinderella (taxable converting to tax-exempt) PURPOSE: Refinance existing 2013 Lease Revenue Bonds
MAX. LOAN AMT: $1,500,000
INTEREST RATE: Taxable: 3.25%, Tax-Exempt BQ: 2.65%
RATE LOCK: The Rate will be locked for 60-days. If the Credit Facility fails to close within this period, FFPF reserves the right to adjust the rate.

TERM: 22-years
REPAYMENT: Semi-annual interest and principal payments
AVERAGE LIFE: 11.9-years
PRE-PAYMENT: Repayable at 103% of par in years 1-2, declining to 102% in years 3-4, and 101% in years 5-6. Redeemable at par beginning in year 7.

COLLATERAL: Lease payments to be paid by the Borrower from any legally available funds. The Credit Facility will be secured with a leasehold interest in an essential asset of the Borrower (with insured value to meet or exc eed the Loa n Amount).

ADDITIONAL TERMS:Doc uments to be prepared by the Borrower’s Bond Counsel for review by FFPF’s c ounsel Nixon Peabody, LLP .

Legal fees and expenses of Nixon Peabody, LLP should not exc eed $12,500. All other filing fees and related fees shall be paid by the Borrower in c onnec tion with the issuanc e (including applicable CDIAC fees).

Periodic financ ial and c ollateral reporting by the Borrower, as well as representations and warranties of the Borrower regarding its status and ability to repay, taxability gross -up and c ovenants and c onditions that are appropriate for a Credit Fac ility of the sc ope and nature proposed above will be determined as part of FFPF’s underwriting and c redit approval proc ess.

PDF’s of all exec uted and other doc uments listed on the Closing Index shall be provided to F FPF no later tha n
24 hours before the time of the requested wire; provided, that if any doc uments c an only be signed after rec eipt of the wire, those documents shall be provided immediately after receipt of the wire.

In an event of default, a default rate equal to the Interest Rate + 3.00% will be required.

219

Trevor Mael | SVP, Public Finance | Tel: 916.724.2423 | Email: tmael@ff -inc.com

If you have any questions, please call me at 916-724-2423. If the proposed terms aren’t ac c epted by February 4, 2022 this letter will expire.

Sincerely,

By: _________________________________
Trevor Mael
Direc tor of Public Financ e
First Foundation Public Financ e

Reviewed & Accepted

_________________________________________
By: Date

Notice: The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant's income derives from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance w ith this law concerning this creditor is the Federal Deposit Insurance Corporation, Consumer Response Center, 1100 Walnut Street, Box #11, Kans as City, MO 64106.
220
For the Meeting of February 77,2022
Agenda Item No.

SANGER FINANCING

AUTHORITY

REPORT TO TFIE AUTHORITY
Q-z
To:

From:

Subject:

Chairman and Authority Members
Tim Chapa, Executive Director
Attachments:

Resolution Authorizing the Execution and Delivery of a Ground Lease, Lease Agreement, Indenture, Assignment Agreement, Escrow Agreement and Term Sheet in Connection with the Issuance of Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A, and Related Actions (1) Resolution No. 22- 0 |
(2) Ground Lease
(3) Lease Agreement
(4) Indenture
(5) Assignment Agreement
(6) Escrow Agreement
(7) Term Sheet
CONFLICT OF INTEREST:

None known.

RECOMMENDATION:

That the Financing Authority approve Resolution 22- of the Board of Directors of the Sanger Financing Authority, Sanger, Califomia, Authorizing the and Delivery by the Authority of a Ground Lease, Lease Agreement, an Indenture, an Assignment Agreement, an Escrow Agreement and a Term Sheet in Connection with the Issuance of Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A, Authorizing the Issuance of Such Bonds in an Aggregate Principal Amount of Not to Exceed $1,500,000, and Authorizingthe Execution fNecessary Documents and Certificates and Related Actions in connection with the issuance of 2022 Lease Revenue Refunding Bonds in accordance with Council's direction approved during the January 20,2022, City Council meeting.

Preoared bv: Apptoved by:

REVIEW: Cirv Manaset: Finance: City Attorneyi _
TYPE OF ITEM:

X
Consent
Info Item
Action Item
Department Report
Redevelopment Agency
COUNCIL ACTION: APPROVED DENIED NO ACTION
Public Hearing
Matter Initiated by a Council Member
Other
Continued to:
221
PROPOSEI) LANGUAGE:

I move to approve Resolution 22-_ a Resolution Authorizing the Execution and Delivery by the Authority of a Ground Lease, Lease Agreement, an Indenture, an Assignment Agreement, an Escrow Agreement and a Term Sheet in Connection with the Issuance of Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A, Authorizing the Issuance of such Bonds in an Aggregate Principal Amount of not to exceed $ 1,500,000, and Authorizing the Execution of Necessary Documents and Certificates and Related Actions.

EXECUTIVE SUMMARY:

The Issuance of the 2022 Lease Revenue Refunding Bonds (*2022 Bonds") by the Sanger Financing Authority will benefitthe City as follows:

The City assets that are being used as the subject of the related Lease Agreement for the current outstanding 2013 Bonds include City Hall, the Fire Station, and the City Annex, which have a combined estimated value of over $7.6 million. With the issuance of the 2022Bonds, the Police Station will be substituted as the pledged City asset, which is closer in value (est. $1.8 million) to the estimated $1,426,000 par amount of the 2022Bonds.
a
a By issuing the2022 Bonds to refundthe outstanding 2013 Bonds, the City will save approximately $165,000 in total interest costs over the remaining life of the Bonds (final term date will remain as 611512043). All costs of bond issuance will be paid from the2022Bond proceeds, and the estimated total interest cost savings is net ofsuch issuance costs.

BACKGROUND:

The Lease Agreement is secured by pledged City assets, including the City Hall, Fire Station, and City Annex.

Based on the latest insurance valuations, the combined pledged City assets subject to the 2013 Lease Agreement total approximately $7.6 million in valuation, or over six times the outstanding amount of 2013 Bonds. The issuance of the 2022Bonds will result in a substitution of the City's Police Station as the pledged asset subject to a new Lease Agreement, which will free up the current pledged assets. Those assets can then be available for future potential lease revenue financings to provide frnding as necessary for public improvement projects.

The2022 Bonds will be structured as a "private placement" issue, with one bank (First Foundation) acting as the bond purchaser. The Bank has provided two interest rates: a taxable interest rate of 3.25% which will be in effect until approximately 90 days prior to the June 15, 2023 first available call date of the 201 3 Bonds, and a subsequent tax-exempt rate of 2.65% which will be in effect after the 2022 Bonds are converted to a tax-exempt issue in March of 2023. These interest rates have been locked in until the expected closing date (March 3,2022) of the 2022Bonds.
222
FISCAL IMPACT:

ALTERNATIVES:

N/A
ACTIONS FOLLOWING APPROVAL:

Bond Counsel will prepare closing documents, for a bond closing on March 3,2022. In March of 2023, the 2022 Bonds taxable interest rate of 3.25%o will be converted to a tax-exempt rate of 2.65%. On June 15,2023,the outstanding2}l3 Bonds will be called in full from the amount in the Escrow Fund of the 2022 Bonds.

Item Estimate as of 21 1012022
True interest cost of the bonds 2.72s%
Finance charge ofthe bonds $100,522
Bond proceeds received by the City/Authority (for
refunding escrow deposit) $1,325,478
Total payment amount
$ 1,893, I 57 (Total principal and interest
payments)
223
RESOLUfloN No. z-ko I

RESOLUTION OF THE BOARD OF DIRECTORS OF THE SANGER

FINANCING AUTHORITY, SANGER, GALIFORNIA, AUTHORIZING THE

EXEGUTION AND DELIVERY BY THE AUTHORITY OF A GROUND LEASE,

LEASE AGREEMENT, AN INDENTURE, AN ASSIGNMENT AGREEMENT, AN

ESGROW AGREEMENT AND A TERM SHEET IN CONNECTION WITH THE

ISSUANCE OF SANGER FINANCING AUTHORITY LEASE REVENUE
REFUNDING BONDS, SERIES 2022A, AUTHORIZING THE ISSUANCE OF

SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $1,5OO,OOO, AND AUTHORIZING THE EXECUTION OF NECESSARY

DOGUMENTS AND CERTIFICATES AND RELATED ACTIONS
Whereas, the Sanger Financing Authority (the "Authority") has previously issued its Lease Revenue Bonds, Series 2013 (the "2013 Bonds") to finance the costs of various "public capital improvements" within the meaning of the Act (defined below), all of which are located within the boundaries of the City of Sanger (the "City") and collectively constitute the "Project;" and Whereas, the Authority and the City have determined that it would be in the best interests of the Authority, the City and residents of the City to authorize the preparation, sale and delivery of the "Sanger Financing Authority Lease Revenue Refunding Bonds, Series 2022A" (the "Bonds") for the purpose of further refinancing the costs of the Project by refunding the 2013 Bonds; and Whereas, in order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into a Ground Lease between the City and the Authority (the "Ground Lease") pursuant to which the City will lease certain real property (which real property shall consist generally of the City's Police Station (the "Leased Assets")) to the Authority, and a Lease Agreement between the City and the Authority (the "Lease Agreement"), pursuant to which the City will lease the Leased Assets back from the Authority, and pay certain Base Rental Payments (as defined in the Lease Agreement), which are pledged to the owners of the Bonds by the Authority pursuant to an lndenture of Trust by and between U.S. Bank Trust Company, National Association (the "Trustee") and the Authority (the "lndenture"); and
Whereas, the Authority and the Trustee desire to enter into an Assignment Agreement (the "Assignment Agreement") in order to provide, among other things, that all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee; and
Whereas, the Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the "Act"); and Whereas, the Authority and the City have been presented with a term sheet from First Foundation Public Finance (the "Purchaser"), pursuant to which the Purchaser has agreed to purchase the Bonds through a direct placement; and
Whereas, the City and the Authority have determined that a direct placement sale of the Bonds to the Purchaser will result in a significant public benefit to the City, taking into consideration the expected lower administrative expenses and the ability to facilitate a more efficient and timely closing than a public sale; and
4856-3 439 -2843 v 3 / 0227 65 -0007
224
Whereas, the City is a member of the Authority and the Project is located within the boundaries of the City; and
Whereas, the Authority, the City and U.S. Bank Trust Company, National Association, as escrow agent, desire to enter into an Escrow Agreement (the "Escrow Agreement") for the purpose of refunding the 2013 Bonds; and
Whereas, the Board of Directors of the Authority (the "Board of Directors") has been presented with the form of each document referred to herein, and the Board of Directors has, with the assistance of the Authority's staff, reviewed each document and desires to approve, and authorize and direct the execution of, such documents and the consummation of such refinancing; and
Whereas, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such refinancing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such refinancing for the purpose, in the manner and upon the terms herein provided;

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SANGER FINANCING AUTHORITY, as follows:

Section 1. All of the recitals herein contained are true and correct and the Board of Directors so finds.

Section 2. The forms of the Lease Agreement and the Ground Lease, on file with the Secretary of the Authority, are hereby approved, and the Chair of the Authority, or such other member of the Board of Directors as the Chair may designate, the Executive Director of the Authority and the Treasurer of the Authority (the "Authorized Officers"), are each hereby authorized and directed, acting alone, for and in the name and on behalf of the Authority, to execute and deliver the Lease Agreement and the Ground Lease, in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the Lease Agreement and the Ground Lease shall terminate no later than June 1 5, 2043 (provided that such term may be extended as provided therein) and the true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 4.00o/o per annum (assuming no application of a Default Rate and no Determination of Taxability, as such terms are defined in the Lease Agreement).

Section 3. The form of lndenture, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the lndenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the Bonds shall not exceed $1,500,000, the final maturity date of the Bonds shall be no later than June 15, 2043 and the true interest cost applicable to the Bonds shall not exceed 4.00o/o per annum (assuming no application of a Default Rate and no Determination of Taxability, as such terms are defined in the Lease Agreement).
48 5 6 -3 43 9 -28 43 v 3 / 0227 6 5 -0 007
225
Section 4. The issuance of not to exceed $1,500,000 aggregate principal amount of the Bonds, in the principal amount(s), bearing interest at the rate(s) and maturing on the date(s) as specified in the lndenture as finally executed, is hereby authorized and approved.

Section 5. The form of Assignment Agreement, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each, acting alone, hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Assignment Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 6. The Purchaser has offered to purchase the Bonds on a direct placement basis pursuant to the terms of a Term Sheet (the "Term Sheet"), in the form submitted at this meeting and made a part hereof as though set forth in full herein. The Authorized Officers, each acting alone, are hereby authorized and directed to execute the Term Sheet, if necessary, and to take any and all actions necessary to effectuate the sale of the Bonds to the Purchaser in accordance with the Term Sheet, and any such actions previously taken are hereby ratified and approved.

Section 8 The officers and agents of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and othenruise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, revising the bond caption in the documents approved herein. Each of the Authorized Officers is hereby expressly authorized to remove, add or substitute one or more additional City- owned properties for any or all of the Leased Assets, should such Authorized Officer determine in his or her sole discretion that it is in the best interests of the Authority to use alternative City- owned property. All actions heretofore taken by the officers and agents of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified Section 9. The Board of Directors acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code are disclosed in the staff report and are available to the public at the meeting at which this Resolution is approved. 485 6-3 43 9 -2843 v3 / 0227 6 5 -0007
226
Section 10. This Resolution shall take effect from and after its date of adoption Passed and Adopted on this 17th day of February, 2022.

Eli Ontiveros, Chair
Attest
Rebeca P. Ramirez
Secretary
48 5 6-3 439 -28 43v 3 I 0227 6 5 -0007
227

STATE OF CALIFORNIA

COUNTY OF FRESNO

CITY OF SANGER
l, Rebeca P. Ramirez, Secretary of the Sanger Financing Authority, do hereby certify that Resolution No.
-
was adopted by the Board of Directors of the Sanger Financing Authority, at the regular meeting of February 17, 2022 and that the same was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN
Rebeca P. Ramirez
Secretary
ss.
)
)
)
48 5 6 -3 43 9 -28 43 v 3 / 0227 6 5 -0007
228

4871-1424-9483v3/022765-0007
RECORDING REQUESTED BY:

Sanger Financing Authority
AND WHEN RECORDED RETURN TO:

Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Reed Glyer, Esq.

GROUND LEASE
by and between

CITY OF SANGER
and

SANGER FINANCING AUTHORITY
Dated as of __________ 1, 2022
Relating to
$__________

SANGER FINANCING AUTHORITY
LEASE REVENUE REFUNDING BONDS, SERIES 2022A

229

4871-1424-9483v3/022765-0007

WITNESSETH:

2 4871-1424-9483v3/022765-0007

ARTICLE I

ARTICLE II

Section 2.02 Rental. The Authority shall pay to the City as and for rental of the Property hereunder, the sum of $1.00, the receipt of which is hereby acknowledged.

ARTICLE III

ARTICLE IV

Section 4.05 Right of Entry . The City reserves the right for any of its duly authorized representatives to enter upon the Property at any reasonable time to inspect the same.

ARTICLE V

ARTICLE VI

5 4871-1424-9483v3/022765-0007

ARTICLE VII

MISCELLANEOUS
Section 7.01 Binding Effect. This Ground Lea se shall inure to the benefit of and shall be binding upon the City, the Authority and their respective successors and assigns.

Section 7.03 Amendments, Changes and Modifications . This Ground Lease may be amended, changed, modified, altered or terminated only in accordance with the provisions of the Lease Agreement.

Section 7.06 Applicable Law. This Ground Lease shall be governed by and construed in accordance with the laws of the State of California.

Section 7.08 Trustee as Third Party Beneficiary . The Trustee shall be a third party beneficiary to this Ground Lease.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
234

CITY OF SANGER
By:

Tim Chapa
City Manager
ATTEST:

Rebecca Ramirez
City Clerk

SANGER FINANCING AUTHORITY
By:

Tim Chapa
Executive Director
ATTEST:

Rebecca Ramirez
Secretary

235

4871-1424-9483v3/022765-0007

Dated: __________, 2022 SANGER FINANCING AUTHORITY
By:

Tim Chapa
Executive Director

236

STATE OF CALIFORNIA )
) ss.

COUNTY OF FRESNO )

On ___________________ before me, ____________________________________, Notary Public,

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

237

STATE OF CALIFORNIA )
) ss.

COUNTY OF FRESNO )

On ___________________ before me, ____________________________________, Notary Public,

personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is /are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

238

A-1
4871-1424-9483v3/022765-0007

EXHIBIT A

DESCRIPTION OF THE PROPERTY
All that real property situated in the City of Sanger, County of Fresno, State of California, described as follows:

PARCEL 2 OF PARCEL MAP NO. 75-4, RECORDED IN BOOK 16, PAGE 92, OF PARCEL MAPS, RECORDS OF SAID COUNTY.

APN 317-094-35

239

4887-1385-1915v3/022765-0007

LEASE AGREEMENT
by and between

CITY OF SANGER
and

SANGER FINANCING AUTHORITY
Dated as of __________ 1, 2022
Relating to
$__________
Sanger Financing Authority
Lease Revenue Refunding Bonds, Series 2022A

240

TABLE OF CONTENTS

Signatures ............................................................................................................................ S-1

242

4887-1385-1915v3/022765-0007

2 4887-1385-1915v3/022765-0007

ARTICLE I

ARTICLE II

Section 2.02 Term; Occupancy. The term of this Lease Agreement shall commence on the Delivery Date and shall end on the Termination Date, unless such term is extended or sooner terminated 246

ARTICLE III

ARTICLE IV

MAINTENANCE, ALTERATIONS AND ADDITIONS

9 4887-1385-1915v3/022765-0007

ARTICLE V

ARTICLE VI

ARTICLE VII

16 4887-1385-1915v3/022765-0007

ARTICLE VIII

Upon any such termination or expiration, the Authority shall execute such conveyances, deeds and other documents as may be necessary to effect such vesting of record.

ARTICLE IX

ARTICLE X

MISCELLANEOUS
Section 10.01 Law Governing . THIS LEASE AGREEMENT SHALL BE GOVERNED

EXCLUSIVELY BY THE PROVISIONS HEREOF AND BY THE LAWS OF THE STATE OF CALIFORNIA AS THE SAME FROM TIME TO TIME EXIST.

Section 10.06 Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease Agreement.

24 4887-1385-1915v3/022765-0007
delivery by the Authority and the City, but only with the prior written consent of the Owner of the Bonds, which consent shall not be unreasonably withheld.

Section 10.11 Trustee as Third Party Beneficiary . The Trustee is made a beneficiary hereunder with all right of a third party beneficiary.

Sanger City CouncilFebruary 17, 2022

Sanger City Council
February 17, 2022