Agenda packet — Selma City Council, February 5, 2024 (part 1 of 2)

CITY MANAGER’S/STAFF’S REPORT
COUNCIL MEETING DATE: February 5, 2024
__________________________________________________________________________ ITEM NO: A.

SUBJECT: Consideration of a Resolution Approving Job Description and Salary Range for Public Works Inspector
______________________________________________________________________________ BACKGROUND: Per the City of Selma Municipal Code Section 2-2-2, section (D), any revisions to class specifications are required to be approved by the City Council. In addition, any updates to the Master Salary Schedule are also required to be approved by the City Council.

DISCUSSION: The City of Selma is continuously recruiting for vacant positions identified within the Adopted 2023/2024 Fiscal Year Budget, as well as identifying positions necessary to provide exceptional service to the community.

City staff is seeking to establish a new job description, and associated salary range, for the following:

Public Works Inspector
The Public Works Inspector position is necessary due to the on-going large quantity of public improvement and capital improvement projects. This also includes the large number of private developments which affect the public right-of-way which need to be inspected and approved daily. The City anticipates partially offsetting the cost of this position with savings from our contract PW Inspector (Yamabe & Horn Engineering), who is more project focused and not available throughout the day for continuous and repeat inspections. The attached job description reflects the desired current requirements for this position.

The new classification was presented to the appropriate bargaining unit prior to submittal as required.

Staff is also recommending that the following salary ranges be adopted for the position listed below:

Current Monthly Proposed Monthly
Public Works Inspector N/A $5,304 - $6,617
A mid-year budget adjustment will be brought to Council to account for the budget impacts associated with the adjusted salary range of the new position.

All other position classifications and salaries, including for all department heads, will be further analyzed as part of the upcoming Classification and Compensation study requested by the City Council December 2023 when the Master Salary Schedule Update was approved. _____________________________________________________________________________ February 5, 2024 Council Packet Page 1
RECOMMENDATION: Adoption of Resolution approving job description and salary range for Public Works Inspector; and authorizing the City Manager, or his designee, to add to the Master Salary Schedule.
______________________________________________________________________________ __________/s/______________________________ ___02/01/2024_________ Janie Venegas Date
Administrative Services Director
_____/s/______________________________ ___02/01/2024_________ Fernando Santillan Date
City Manager
February 5, 2024 Council Packet Page 2
RESOLUTION NO. 2024 – __

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SELMA,

CALIFORNIA APPROVING THE JOB DESCRIPTION AND SALARY RANGE FOR

PUBLIC WORKS INSPECTOR
WHEREAS, On June 19, 2023, the City Council adopted the 2023/2024 fiscal year budget approving Full-Time Employee (FTE) quantities and associated salary ranges; and, WHEREAS, The City Manager for the City of Selma, in an effort to recruit for vacant positions within the approved 2023/2024 budget, has determined it is in the best interest of the city to add the Public Works Inspector classification and salary range due to the on-going large quantity of public improvement and capital improvement projects; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Selma hereby finds, determines, and declares the following:

Section 1. The above recitals are true and correct;
Section 2. The City Council hereby approves the following:
a. The Public Works Inspector position will be added as a new classification, allocated to the Public Works Department and shall be a represented, nonexempt position, with a salary range of $5,304 - $6,617 monthly; b. The Public Works Inspector job description attached hereto is hereby adopted;
c. The City Manager, or designee, shall update the Master Salary Schedule accordingly;
d. The City Manager, or designee, shall recruit for vacant position as necessary.

Section 3. Severability. The provisions of this Resolution are severable and if any provision, clause, sentence, word or part thereof is held illegal, invalid, unconstitutional, or inapplicable to any person or circumstances, such illegality, invalidity, unconstitutionality, or inapplicability shall not affect or impair any of the remaining provisions, clauses, sentences, sections, words or parts thereof of the Resolution or their applicability to other persons or circumstances.

Section 4. Effective Date. That the City Clerk shall certify to the adoption of this Resolution and that the same shall be in full force and effect.

The foregoing Resolution was approved and adopted at a regular meeting of the City Council of the Cityof Selma held on the 5
th day of February 2024 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

February 5, 2024 Council Packet Page 3
____________________________
Scott Robertson
Mayor
ATTEST:
_______________________________
Reyna Rivera
City Clerk
February 5, 2024 Council Packet Page 4
Department: Public Works
Approved: Month XX, 2024
Resolution: 2024-XXX

PUBLIC WORKS INSPECTOR
PURPOSE:

Under general supervision of the Public Works Director, performs site checks and inspections on private development, public utility, and capital improvement projects, reviews certified payroll and conducts payroll interviews with contractor’s employees for capital improvement projects. Project inspections include street improvements, traffic control setup and DOT compliance, curb, gutter, sewer, storm drain, concrete, landscape, ADA compliance, and storm water best management practices to ensure compliance with federal, state, and local standards; maintains daily inspection logs; investigates complaints; communicates with residents and contractors; reviews plans and specifications; and performs other related duties as assigned.

CLASS CHARACTERISTICS
The Public Works Inspector is responsible for handling inspections of a variety of public improvement and capital improvement projects to ensure compliance with federal, state, and local standards. This class differs from a Building Inspector due to the level of experience required and scope of responsibilities focusing on public works and capital improvement projects.

ESSENTIAL FUNCTIONS STATEMENT: Management reserves the right to add, modify, change or rescind the work assignments of different positions and to make reasonable accommodations so that qualified employees may perform the essential functions of the job.

Essential Functions (Illustrative Only):
• Inspects public works and capital improvement projectsincluding street, traffic control, curb, gutter sewer, storm drain, erosion control, and landscaping to ensure compliance with plans and specifications and the proper use of materials; conducts field surveys; determines required corrections/improvements during various phases of construction; and performs permit inspections for private development. • Investigates complaints including gathering information and recommending solutions related to drainage, illicit discharges, illegal waste disposal, sewer collection systems, and other public infrastructure; prepares and maintains a daily log of inspection reports; and issues stop work notices and corrective action reports. • Answers inquiries and explains federal, state, and local engineering codes and any necessary corrective measures or improvements on infrastructure projects, and coordinates inspection activities and the construction progress with other City departments, contractors, engineers, outside agencies, and the public. • Performs other related duties as assigned.

February 5, 2024 Council Packet Page 5
QUALIFICATIONS / REQUIREMENTS:

Knowledge of:
• Basic fundamentals of public works construction techniques and infrastructure maintenance; proper construction techniques; application of federal, state, local, and engineering codes, and their administration and enforcement; office administration practices and procedures; and City department policies and procedures. • Correct English usage, spelling, grammar, and punctuation; business letter writing and other document preparation; modern office methods, procedures, and equipment including the use of a computer, copier, facsimile machine, scanners, calculator, and various computer applications and software packages.
• Principles of fiscal, statistical, and administrative research and report preparation; records management principles and procedures including record keeping and filing principles and practices; methods and techniques of proper phone etiquette; and customer service and public relations methods and techniques. • Proper usage of inspection tools; smart level, 10’ straight edge, tape measure, laser.

Ability to:
• Read, understand, and correctly interpret construction plans, drawing, and specifications; correctly interpret and apply technical codes, ordinances, plans, and specifications; and communicate clearly and concisely both orally and in writing, which includes using tact and discretion when dealing with the public, elected officials, and City staff.
• Always be aware of safety elements and ensure safe practices are employed. • Prepare clear and concise technical and administrative reports including accurate tables, schedules, summaries, and other materials in narrative form; establish and maintain various data collection, record keeping, tracking, filing, and reporting systems; and maintain office and specialized files.
• Resolve grievances and complaints, and establish and maintain an effective working relationship with fellow employees, the public, elected officials, and other departments and outside agencies.
• Outstanding customer service and public relations skills.

REQUIREMENTS:

Education and Experience:

Equivalent to the completion of the twelfth grade supplemented by three (3) years of public works construction experience. Local government and Engineering Inspector experience desirable.

Licenses and Certifications:
• Possession of, or ability to obtain, a valid Class C California Driver’s License • Registration as a California construction inspector is highly desirable • Possession of a Certified Public Infrastructure Inspector (CPII) is highly desirable February 5, 2024 Council Packet Page 6
Physical Demands:

Ability to lift up to 50 pounds or more; sit, stand, run, kneel, crouch, stoop, squat, crawl, twist, climb, and walk for prolonged periods of time; ability to travel to different sites and locations.

Environmental Elements:

Work is performed in a standard office setting and in the field with occasional exposed to extreme noise, noxious odors, cold and hot temperatures and inclement weather conditions.

Employees may interact with upset staff and/or members of the public in interpreting and enforcing departmental policies and procedures.

February 5, 2024 Council Packet Page 7

BENCHMARK CLASSIFICATION TITLE
# of
Comps
Selma Base
Salary
Market
Median
Salary
Selma to
Market
Median %
Top Step to
the Median of
Market
60th
Percentil
Salary
Selma to
60th
Percentile %
Top Step to
the Average of
Market
Public Works Inspector 3 $6,617 $6,420 3.07% Competitive $6,617 0.01% Competitive City of Selma
Overview of Competitiveness Within the Labor Market
Above, Below, Competitive
2024
February 5, 2024 Council Packet Page 8
Agency Class Title
Min Monthly
Salary
Max Monthly
Salary
0 Selma Public Works Inspector $5,304 $6,617
1 Lemoore Public Works Inspector II $4,007 $5,114
2 Tulare City Public Works Inspector $6,090 $7,403
3 Visalia Public Works Inspector $5,107 $6,420
Atwater NCC - -
Clovis NCC - -
Coalinga NCC - -
Dinuba NCC - -
Fowler NCC - -
Fresno City NCC - -
Fresno County NCC - -
Hanford NCC - -
Kerman NCC - -
Kings Canyon USD NCC - -
Kingsburg NCC - -
Los Banos NCC - -
Madera NCC - -
Porterville NCC - -
Reedley NCC - -
Sanger NCC - -
Selma USD - -
Number of Matches 3 3
Median of Comparators $5,107 $6,420
% Above/Below 3.86% 3.07%
60th Percentile of Comparators $5,304 $6,617
% Above/Below 0.01% 0.01%
NCC - No Comparable Classification

CITY OF SELMA
February 5, 2024 Council Packet Page 9
CITY MANAGER’S/STAFF’S REPORT
COUNCIL MEETING DATE: February 5, 2024
__________________________________________________________________________ ITEM NO: B.

SUBJECT: Consideration of a Resolution Approving the Notice of Completion for the Alphabet Streets Reconstruction Project
______________________________________________________________________________ BACKGROUND: The Council adopted the Alphabet Streets Reconstruction Project through Resolution 2021-24R to utilize funding from the Road Maintenance and Rehabilitation Account (“RMRA”) created by Senate Bill 1 (SB 1).

The Alphabet Streets Reconstruction Project (“Project”) was generally located on A Street between Floral Avenue and Tulare Street, and B Street, C Street, D Street, and E Street, between Floral Avenue and Rose Avenue and Orange Avenue. The Project included a combination of complete removal and reconstruction of the paved street surface, and pulverized with an overlay, and cape seals. A portion of concrete curbs, gutters, and valley gutters were to be removed and replaced to improve stormwater drainage. Portions of public sidewalks and several curb ramps were included to be removed and replaced to address accessibility issues.

The Project was awarded to R.J. Berry Jr., Inc. through Resolution No. 2023-37R by the Council on June 5, 2023. Construction began on July 17, 2023 and was completed on January 22, 2024.

DISCUSSION: The Public Works and Engineering Department is requesting that the City Council approve the Notice of Completion for the Project. All work has been completed, has met all design standards, and has been approved by the City Engineer.

FISCAL IMPACT: No Fiscal Impact.
______________________________________________________________________________ RECOMMENDATION: Approve the Notice of Completion for the Alphabet Streets Reconstruction Project and authorize the City Manager to execute the required documents. ______________________________________________________________________________ _____/s/______________________________ ___02/01/2024_________ David Horn Date
City Engineer
_____/s/______________________________ ___02/01/2024_________ Jerome Keene Date
Deputy City Manager
_____/s/______________________________ ___02/01/2024_________ Fernando Santillan Date
City Manager
February 5, 2024 Council Packet Page 10
RESOLUTION NO. 2024-__

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SELMA,

CALIFORNIA APPROVING FINAL ACCEPTANCE AND

NOTICE OF COMPLETION FOR THE

ALPHABET STREETS RECONSTRUCTION PROJECT
WHEREAS, R.J. Berry Jr., Inc., a California Corporation, has completed the work for the Alphabet Streets Reconstruction Project; and,
WHEREAS, the Contract Public Works Inspector has inspected the improvements required by the City and all improvements required have been completed; and, WHEREAS, the City Engineer recommends acceptance of Alphabet Streets Reconstruction Project and requests City Council to authorize the City Engineer to record the Notice of Completion for the project.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Selma hereby finds, determines, and declares the following:

1. The above recitals are true and correct;

2. City Council accepts the Alphabet Streets Reconstruction Project and authorize the City Engineer to record the Notice of Completion.

3. Severability. The provisions of this Resolution are severable and if any provision, clause, sentence, word or part thereof is held illegal, invalid, unconstitutional, or inapplicable to any person or circumstances, such illegality, invalidity, unconstitutionality, or inapplicability shall not affect or impair any of the remaining provisions, clauses, sentences, sections, words or parts thereof of the Resolution or their applicability to other persons or circumstances.

4. Effective Date. That the City Clerk shall certify to the adoption of this Resolution and that the same shall be in full force and effect.

The foregoing Resolution was approved and adopted at a regular meeting of the City Council of the Cityof Selma held on the 5
th day of February 2024 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
(Signatures on the following page)
February 5, 2024 Council Packet Page 11
____________________________
Scott Robertson
Mayor
ATTEST:
_______________________________
Reyna Rivera
City Clerk
February 5, 2024 Council Packet Page 12
Recording Requested By
City of Selma
- - - - - - - - - - - - - - - - -
When Recorded Return To:

City of Selma - City Clerk
1710 Tucker Street
Selma, CA 93662

THIS SPACE IS FOR RECORDING INFORMATION ONLY

NOTICE OF COMPLETION
(UNDER SECTION 1187 C.C.P.)
NOTICE IS HEREBY GIVEN that the undersigned, City of Selma, a Municipal Corporation, is the owner of the real estate situated in the City of Selma, County of Fresno, State of California, and described as follows, to-wit:

Alphabet Streets Reconstruction Project;
That the address of said owner is City Hall, 1710 Tucker Street, Selma, California; That the nature of the title of the owner to said real estate is that of fee simple and/or easement; That the name of the Contractor is R.J. Berry Jr., Inc., 2020 High Street, Suite B, Selma, CA 93662; That on the 22nd day of January, 2024, the Contract for the work on the above-described property was actually completed.

By: _______________________________
Fernando Santillan, City Manager
Owner
I, , being duly sworn says:

That I am the agent of the Owner of the property described in the foregoing Notice; that I have read the foregoing Notice and know the contents thereof, and that the same is true of my own knowledge.

CITY OF SELMA, a Municipal Corporation
By:_____________________________
Fernando Santillan City Manager
State of California Owner
County of Fresno
On January __, 2024, before me, Reyna Rivera, City Clerk, personally appeared Fernando Santillan, City Manager, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under laws of the State of California the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
___________________________
Reyna Rivera, Selma City Clerk
(Acknowledgment taken by City Clerk pursuant to California Civil Code Section 1181) 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."
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."
February 5, 2024 Council Packet Page 13
CHECK
NUMBER
CHECK

DATE STATUS VENDOR NAME CHECK DESCRIPTION CATEGORY AMOUNT 83195 01/10/24 Printed A&E INDUSTRIAL CLEANING PW -GUN TRIGGER FOR PRESSURE WASHER 81.13 83196 01/10/24 Printed ADVENTIST HEALTH TULARE PD -BLOOD/ALCOHOL ANALYSIS NOVEMBER 2023 100.00 83197 01/10/24 Printed NICOLE AGUIRRE REC -NFL FLAG FOOTBALL REFUND 50.00 83198 01/10/24 Printed AIRGAS USA LLC ECO DEV -CVTC OXYGEN SUPPLIES R 26.17 83199 01/10/24 Printed JENNIFER ALEMAN REC -NFL FLAG FOOTBALL REFUND 50.00 83200 01/10/24 Printed PATRICIA ALMAGUER REC -NFL FLAG FOOTBALL REFUND 50.00 83201 01/10/24 Printed ALTA LANGUAGE SERVICES, INC. HR -LISTENING & SPEAKING TEST 68.00 83202 01/10/24 Printed ALEJANDRO ALVAREZ PD -POST SLI COURSE 1/21/24-1/24/24 R 225.00 83203 01/10/24 Printed PETER ALVAREZ REC -NFL FLAG FOOTBALL REFUND 50.00 83204 01/10/24 Printed SILVIA ALVAREZ REC -NFL FLAG FOOTBALL REFUND 50.00 83205 01/10/24 Printed MARK ALVES / ALVES ELECTRIC PW -ELECTRICAL SERVICES FOR VARIOUS

LOCATIONS
2,500.00
83206 01/10/24 Printed ANTONIO APARICIO REC -NFL FLAG FOOTBALL REFUND 50.00 83207 01/10/24 Printed MARIA ARAUJO REC -NFL FLAG FOOTBALL REFUND 50.00 83208 01/10/24 Printed DEBBIE ARREVALO REC -NFL FLAG FOOTBALL REFUND 50.00 83209 01/10/24 Printed NELLY ARVIZU REC -NFL FLAG FOOTBALL REFUND 50.00 83210 01/10/24 Printed ASBURY ENVIRONMENTAL SERVICES FLEET -USED OIL & FILTERS 55.00 83211 01/10/24 Printed AT&T ADMIN -TELEPHONE DECEMBER 2023 43.08 83212 01/10/24 Printed AT&T FIN -INTERNET FOR WEED & SEED 12/11/23-1/10/24 84.89 83213 01/10/24 Printed AT&T FIN -CVTC INTERNET SERVICE 12/6/23-1/5/24 R 121.29 83214 01/10/24 Printed AT&T ADMIN -PD FIRE ALARM 12/20/23-1/19/24 309.50 83215 01/10/24 Printed AT&T PD -LOGGING RECORDER MAINT 12/23/23-1/22/24 474.37 83216 01/10/24 Printed AT&T ADMIN -TELEPHONE 11/12/23-12/11/23 57.47 83217 01/10/24 Printed AT&T ADMIN -TELEPHONE 11/12/23-12/11/23 97.54 83218 01/10/24 Printed AT&T ADMIN -TELEPHONE 11/12/23-12/11/23 200.90 83219 01/10/24 Printed AT&T MOBILITY ADMIN -TELEPHONE/MDT'S 11/12/23-12/11/23 1,780.90 83220 01/10/24 Printed BANNER PEST CONTROL INC ADMIN -PEST CONTROL DECEMBER 2023 456.00 83221 01/10/24 Printed CLAUDIA BARAJAS REC -NFL FLAG FOOTBALL REFUND 100.00 83222 01/10/24 Printed PATRICK BEJARANO REC -NFL FLAG FOOTBALL REFUND 50.00 83223 01/10/24 Printed LETICIA BONILLA REC -NFL FLAG FOOTBALL REFUND 50.00 83224 01/10/24 Printed STEPHANIE BOYK REC -NFL FLAG FOOTBALL REFUND 50.00 83225 01/10/24 Hold BOYS & GIRLS CLUBS OF FRESNO COMM SERV -YOUTH DEVELOPMENT SERVICES 29,060.00 83226 01/10/24 Printed LIANA J. BRIGHAM / PICTURE THIS

EMBROIDERY
PW -CAPS & SHIRTS FOR NEW EMPLOYEE 357.34
83227 01/10/24 Printed BROWN'S DOCK & DOOR, INC. PW -COILING FIRE DOOR INSPECTIONS FOR

PD, SENIOR CENTER, SALAZAR CENTER, CITY
HALL
660.00
83228 01/10/24 Printed MICHAEL BUGARIN REC -NFL FLAG FOOTBALL REFUND 50.00 83229 01/10/24 Printed SARAH BUSTINZA REC -NFL FLAG FOOTBALL REFUND 50.00 83230 01/10/24 Printed LEONARD CABRERA REC -NFL FLAG FOOTBALL REFUND 50.00 83231 01/10/24 Printed CALIFORNIA PEACE OFFICERS'

ASSOCIATION
PD -CPOA DUES 1/1-12/31/24 1,150.00
83232 01/10/24 Printed CALIFORNIA WATER SERVICE ADMIN -WATER SERVICE NOVEMBER 2023 11,375.92 83233 01/10/24 Printed TIM CANNON PD -POST MANAGEMENT COURSE PER DIEM 1/7/24-1/11/24
R 290.00
83234 01/10/24 Printed CHRISTIAN ADRIAN CANO PD -DET ICI COURSE PER DIEM 1/15/24-1/26/24 R 150.00 83235 01/10/24 Printed MELISSA CANTU REC -NFL FLAG FOOTBALL REFUND 150.00 83236 01/10/24 Printed VANESSA CANTU REC -NFL FLAG FOOTBALL REFUND 50.00 83237 01/10/24 Printed HEATHER CARRILLO REC -NFL FLAG FOOTBALL REFUND 50.00 83238 01/10/24 Printed ROD CARSEY / ROD CARSEY

CONSULTING
BLDG -PLAN CHECKS DECEMBER 2023 9,934.16
83239 01/10/24 Printed LISA CASTILLO REC -NFL FLAG FOOTBALL REFUND 50.00 83240 01/10/24 Printed CATHY CEJA REC -NFL FLAG FOOTBALL REFUND 100.00 83241-
83242
01/10/24 Printed CENCAL AUTO & TRUCK PARTS, INC FLEET -AUTO PARTS & SUPPLIES 1,430.19 83243 01/10/24 Printed CENTRAL SANITARY SUPPLY, LLC. PW -JANITORIAL SUPPLIES 913.29 83244 01/10/24 Printed NIDIA CERVANTES REC -NFL FLAG FOOTBALL REFUND 50.00 83245 01/10/24 Printed JONATHAN CHACON PD -DET ICI COUSE PER DIEM 1/15/24-1/26/24 R 150.00 83246 01/10/24 Printed BEVERLY CHO REC -THANKSGIVING DINNER REFUND 1,764.61

CHECK REGISTER REPORT
February 5, 2024 Council Packet Page 14
CHECK
NUMBER
CHECK

DATE STATUS VENDOR NAME CHECK DESCRIPTION CATEGORY AMOUNT

CHECK REGISTER REPORT
83247 01/10/24 Printed CISCO SYSTEMS CAPITAL CRP ADMIN -PHONE SYSTEM LEASE 1,375.84 83248 01/10/24 Printed COBRA PROFESSIONALS, INC. HR -FLEXIBLE SPENDING ACCOUNT ADMIN FEE 2ND & 3RD QUARTER 2023
262.40
83249 01/10/24 Printed COMCAST ADMIN -PD TO FCSO NOVEMBER 2023 728.74 83250 01/10/24 Printed COMCAST ADMIN -INTERNET SERVICE DECEMBER 2023 821.45 83251 01/10/24 Printed COMCAST FD -INTERNET SERVICE 12/11/23-1/10/24 215.71 83252 01/10/24 Printed JESSIE CONTRERAS REC -NFL FLAG FOOTBALL REFUND 50.00 83253 01/10/24 Printed ELIZABETH CORTINA REC -NFL FLAG FOOTBALL REFUND 50.00 83254 01/10/24 Printed JESSE AARON CROUCH REC -NFL FLAG FOOTBALL REFUND 50.00 83255 01/10/24 Printed CARLOS CRUZ REC -NFL FLAG FOOTBALL REFUND 100.00 83256 01/10/24 Printed MIRIAM CRUZ REC -NFL FLAG FOOTBALL REFUND 50.00 83257 01/10/24 Printed CSJVRMA HR -2023/2024 3RD QTR DEPOSIT 364,754.00 83258 01/10/24 Printed CAROL CURTIS REC -NFL FLAG FOOTBALL REFUND 100.00 83259 01/10/24 Printed DATAPATH LLC ADMIN -NETCARE/ON SITE SUPPORT DECEMBER 2023 & JANUARY 2024
14,366.50
83260 01/10/24 Printed ANTHONY DELGADILLO REC -NFL FLAG FOOTBALL REFUND 50.00 83261 01/10/24 Printed DEPARTMENT OF INDUSTRIAL

RELATIONS PROCESSING CENTER
ART C - ELEVATOR PERMIT 125.00
83262 01/10/24 Printed DEPARTMENT OF JUSTICE PD -FINGERPRINTING NOVEMBER 2023 432.00 83263 01/10/24 Printed MATTEO DESANTIS FD -1231 ROSE AVE LEASE JANUARY - JUNE 2024 14,346.00 83264 01/10/24 Printed MARIA DIAZ REC -NFL FLAG FOOTBALL REFUND 50.00 83265 01/10/24 Printed DIVISION OF THE STATE ARCHITECT FIN -ADA FEE 10/1/23-12/31/23 R 88.80 83266 01/10/24 Printed DODD INVESTIGATIONS, LLC HR -PERSONNEL INVESTIGATION 295.70 83267 01/10/24 Printed DON BERRY CONSTRUCTION INC. PW -CDBG DOWNTOWN ADA IMPROVEMENT PROG PAY #4
G 31,358.21
83268 01/10/24 Printed EBIX, INC. HR -WORKER'S COMPENSATION MGMT SOFTWARE 11/1/23-12/31/23
3,505.00
83269 01/10/24 Printed EDITOR LLC ART C -MEAN GIRLS VIDEO RECORDING &

PRODUCTION PHOTOS
900.00
83270 01/10/24 Printed EUGENIA ESQUIBEL REC -NFL FLAG FOOTBALL REFUND 50.00 83271 01/10/24 Printed JAVIER EVARISTO / GARAGE DOOR

SKILLZ INC

PW -SERVICE PUBLIC WORKS GATES & RESET

KEYPAD ON BACK GATE
245.00
83272 01/10/24 Printed SEBRIANA FABELA REC -NFL FLAG FOOTBALL REFUND 50.00 83273 01/10/24 Printed JOEL A FEDOR / FEDOR PLUMBING PW -REPLACED SEWER LINE AT LINCOLN

PARK RESTROOMS
1,678.18
83274 01/10/24 Printed AMANDA FERNANDEZ REC -NFL FLAG FOOTBALL REFUND 50.00 83275 01/10/24 Printed MARICELA FLORES REC -NFL FLAG FOOTBALL REFUND 100.00 83276 01/10/24 Printed ROXANNE FLORES REC -NFL FLAG FOOTBALL REFUND 50.00 83277 01/10/24 Printed PHILLIP FRENCH REC -NFL FLAG FOOTBALL REFUND 50.00 83278 01/10/24 Printed FRESNO COUNTY EDC FIN -CVTC 11/1-11/30/23 R 42,747.19 83279 01/10/24 Printed FRESNO OXYGEN FD -OXYGEN RENTALS 171.15 83280 01/10/24 Printed JACOB J. GALINDO ART C -RIDE THE CYCLONE LIGHTNING DESIGN 300.00 83281 01/10/24 Printed DAVID GAMA REC -NFL FLAG FOOTBALL REFUND 50.00 83282 01/10/24 Printed GAR BENNETT LLC PW -PVC TUBE & ELBOW -SHAFER PARK, PVC

PIPE CUTTER ELBOWS

64.74 83283 01/10/24 Printed JESSICA GARCIA REC -NFL FLAG FOOTBALL REFUND 50.00 83284 01/10/24 Printed JOSE GARCIA REC -NFL FLAG FOOTBALL REFUND 100.00 83285 01/10/24 Printed JUANITA GARCIA REC -NFL FLAG FOOTBALL REFUND 50.00 83286 01/10/24 Printed ROGER GARCIA REC -NFL FLAG FOOTBALL REFUND 50.00 83287 01/10/24 Printed ROSA GARIBAY REC -NFL FLAG FOOTBALL REFUND 50.00 83288 01/10/24 Printed GEIL ENTERPRISES INC PD -JANITORIAL SERVICES DECEMBER 2023 4,686.00 83289 01/10/24 Printed GABRIEL GONZALES REC -NFL FLAG FOOTBALL REFUND 50.00 83290 01/10/24 Printed DANIEL GONZALEZ REC -NFL FLAG FOOTBALL REFUND 50.00 83291 01/10/24 Printed TYLER GRAY REC -NFL FLAG FOOTBALL REFUND 100.00 83292 01/10/24 Printed GRISWOLD, LASALLE, COBB, DOWD CITY ATTORNEY -LEGAL FEES NOVEMBER 2023 19,135.90 83293 01/10/24 Printed DANIEL GUTIERREZ REC -NFL FLAG FOOTBALL REFUND 50.00 83294 01/10/24 Printed ARELI GUZMAN REC -NFL FLAG FOOTBALL REFUND 50.00 83295 01/10/24 Printed HEALTHEDGE ADMINISTRATORS INC. HR -DENTAL CLAIMS 1/3/24 402.27 83296 01/10/24 Printed HEALTHEDGE ADMINISTRATORS INC. HR -DENTAL CLAIMS 12/13/23 1,768.40 February 5, 2024 Council Packet Page 15
CHECK
NUMBER
CHECK

DATE STATUS VENDOR NAME CHECK DESCRIPTION CATEGORY AMOUNT

CHECK REGISTER REPORT
83297 01/10/24 Printed HEALTHEDGE ADMINISTRATORS INC. HR -DENTAL CLAIMS 12/20/23 998.94 83298 01/10/24 Printed HEALTHEDGE ADMINISTRATORS INC. HR -DENTAL CLAIMS 12/27/23 1,518.38 83299 01/10/24 Printed HEALTHEDGE ADMINISTRATORS INC. HR -DENTAL ADMINISTRATIVE FEES JAN-FEB 2024 1,826.32 83300 01/10/24 Printed HENRY SCHEIN INC. FD -MEDICAL SUPPLIES 1,295.24 83301 01/10/24 Printed JOSE HERNANDEZ REC -NFL FLAG FOOTBALL REFUND 50.00 83302 01/10/24 Printed HINDERLITER DE LLAMAS &

ASSOCIATES
FIN -SALES TAX Q2/2023 1,081.45
83303 01/10/24 Printed MATTHEW HUGHES PD -GOOGLE INVESTIGATION TRAINING PER DIEM 1/23-1/26/24
175.00
83304 01/10/24 Printed MYRNA HURTADO REC -NFL FLAG FOOTBALL REFUND 50.00 83305 01/10/24 Printed IMAGETREND INC. FD -EPCR SOFTWARE JUNE-OCTOBER 2023 1,353.32 83306 01/10/24 Printed NATHALY INIGUEZ REC -NFL FLAG FOOTBALL REFUND 50.00 83307 01/10/24 Printed IRG MASTER HOLDINGS, LLC FIN -CVTC UTILITIES 10/25/23-11/27/23 R 2,049.72 83308 01/10/24 Printed J&A DRUG TESTING INC HR -EMPLOYEE DRUG TESTING 494.00 83309 01/10/24 Printed JH TACKETT INC. ADMIN -NEW HIRE STAFF JACKETS 377.37 83310 01/10/24 Printed JOHNSON CONTROLS SECURITY PW -ART CENTER SERVICE 1,287.92 83311 01/10/24 Printed MIKAEL JOHNSON REC -NFL FLAG FOOTBALL REFUND 50.00 83312 01/10/24 Printed JEFF KESTLY HR -MEDICAL PREMIUM REIMB DECEMBER 2023 178.85 83313 01/10/24 Printed KINGS INDUSTRIAL OCCUPATION HR -PHYSICALS & DRUG TESTS 1,159.52 83314 01/10/24 Printed KOEFRAN INDUSTRIES, INC. PD -EMPTY ANIMAL CONTROL FREEZER 163.86 83315 01/10/24 Printed LEAGUE OF CALIFORNIA CITIES ADMIN -DIVISION MEETING 5/8/23 50.00 83316 01/10/24 Printed LEAGUE OF CALIFORNIA CITIES ECO DEV -DIVISION MEETING 7/20/23 25.00 83317 01/10/24 Printed MIKE LEE REC -NFL FLAG FOOTBALL REFUND 50.00 83318 01/10/24 Printed LES SCHWAB TIRE CENTERS OF FLEET -ALIGNMENT UNIT 196 129.99 83319 01/10/24 Printed LIFE-ASSIST INC. FD -MEDICAL SUPPLIES 2,010.72 83320 01/10/24 Printed LIGHTNING ROOFING INC. BLDG -REFUND PERMIT 23-67 249.64 83321 01/10/24 Printed ADRIANA LOMELI REC -NFL FLAG FOOTBALL REFUND 50.00 83322 01/10/24 Printed LUPE MACIAS COMM DEV -CEQA CONFERENCE LODGING,

PARKING & PER DIEM
717.90
83323 01/10/24 Printed LUPE MACIAS REC -NFL FLAG FOOTBALL REFUND 100.00 83324 01/10/24 Printed DWAYNE MCPHERSON PD -DET ICI COURSE PER DIEM 1/15/24-1/26/24 R 150.00 83325 01/10/24 Printed JEANETTE MEDINA REC -NFL FLAG FOOTBALL REFUND 50.00 83326 01/10/24 Printed NICHOLAS MENDEZ REC -NFL FLAG FOOTBALL REFUND 50.00 83327 01/10/24 Printed MICHAEL BALLIET CONSULTING LLC ADMIN -PROJECT BILLING 10/1-10/31/23 FINAL BILLING 675.00 83328 01/10/24 Printed JOCELYN MONROY REC -NFL FLAG FOOTBALL REFUND 50.00 83329 01/10/24 Printed MONIQUE MONTES ART C -ON YOUR FEET STAGE MANAGER 400.00 83330 01/10/24 Printed ANTOINETTE MORENO REC -NFL FLAG FOOTBALL REFUND 50.00 83331 01/10/24 Printed ERICA MULLER REC -NFL FLAG FOOTBALL REFUND 50.00 83332 01/10/24 Printed NATIONAL BAND & TAG COMPANY FIN -2024 DOG TAGS 263.38 83333 01/10/24 Printed MARIBEL NAVA REC -NFL FLAG FOOTBALL REFUND 50.00 83334 01/10/24 Printed YVONNE NAVARRO REC -NFL FLAG FOOTBALL REFUND 50.00 83335 01/10/24 Printed NORTHERN CALIFORNIA

ADMINISTRATIVE FIRE SERVICES /

AFSS NORTH
FD -AFSS MEMBERSHIP & CONFERENCE 474.00
83336 01/10/24 Printed DAVID OCANAS REC -NFL FLAG FOOTBALL REFUND 100.00 83337 01/10/24 Printed ADELA OCHOA REC -NFL FLAG FOOTBALL REFUND 50.00 83338 01/10/24 Printed ODP BUSINESS SOLUTIONS LLC ADMIN -OFFICE SUPPLIES 792.78 83339 01/10/24 Printed OOSOSHARP, LLC / SHARP

AMBULANCE BILLING

FD -AMBULANCE BILLING OCTOBER &
NOVEMBER 2023
19,380.66
83340 01/10/24 Printed HEATHER ORNELAS REC -NFL FLAG FOOTBALL REFUND 50.00 83341 01/10/24 Printed HOPE ORTEGA REC -NFL FLAG FOOTBALL REFUND 100.00 83342 01/10/24 Printed CHRISTOPHER ORTIZ-BELCHER ART C -2023/2024 SEASON 2/4 PAYMENT &

RIDE THE CYCLONE DIRECTION
1,700.00
83343 01/10/24 Printed ROSA PACHECO REC -NFL FLAG FOOTBALL REFUND 50.00 83344 01/10/24 Printed CORINA PADILLA REC -NFL FLAG FOOTBALL REFUND 50.00 83345 01/10/24 Printed SONIA PEREZ REC -NFL FLAG FOOTBALL REFUND 50.00 83346 01/10/24 Printed PG&E PW -ENGINEERING DESIGN

CORTLEY/CHANDLER BASIN METER
3,000.00
83347 01/10/24 Printed PG&E ADMIN -UTILITIES DECEMBER 2023 242.50 February 5, 2024 Council Packet Page 16
CHECK
NUMBER
CHECK

DATE STATUS VENDOR NAME CHECK DESCRIPTION CATEGORY AMOUNT

CHECK REGISTER REPORT
83348 01/10/24 Printed PG&E ADMIN -UTILITIES DECEMBER 2023 72.13 83349 01/10/24 Printed PG&E ADMIN -UTILITIES DECEMBER 2023 41,116.81 83350 01/10/24 Printed PG&E ADMIN -UTILITIES DECEMBER 2023 144.95 83351 01/10/24 Printed PG&E ADMIN -UTILITIES DECEMBER 2023 339.66 83352 01/10/24 Printed PG&E ADMIN -UTILITIES DECEMBER 2023 16.98 83353 01/10/24 Printed ALBERTO PINTOR REC -NFL FLAG FOOTBALL REFUND 50.00 83354 01/10/24 Printed PIPKIN DETECTIVE AGENCY INC. HR -EMPLOYMENT BACKGROUND CHECKS 540.00 83355 01/10/24 Printed PRICE PAIGE & COMPANY FIN -PROFESSIONAL SERVICES NOVEMBER 2023 14,304.00 83356 01/10/24 Printed LUCILA PUENTES REC -NFL FLAG FOOTBALL REFUND 50.00 83357 01/10/24 Printed QUAD KNOPF, INC. COMM DEV -PLANNING SERVICES 10/15/23- 12/9/23
PARTIAL R 40,844.00
83358 01/10/24 Printed YORBIS QUINTERO REC -NFL FLAG FOOTBALL REFUND 50.00 83359 01/10/24 Printed BRITTNEY RAFANAN REC -NFL FLAG FOOTBALL REFUND 50.00 83360 01/10/24 Printed ALICIA RAMIREZ REC -NFL FLAG FOOTBALL REFUND 50.00 83361 01/10/24 Printed ANA RAMIREZ REC -NFL FLAG FOOTBALL REFUND 50.00 83362 01/10/24 Printed ARIANA RAMIREZ REC -NFL FLAG FOOTBALL REFUND 50.00 83363 01/10/24 Printed DEBORAH RAMIREZ REC -NFL FLAG FOOTBALL REFUND 100.00 83364 01/10/24 Printed ROBERT RAMOS REC -NFL FLAG FOOTBALL REFUND 50.00 83365 01/10/24 Printed RAHUL RANDHAWA REC -NFL FLAG FOOTBALL REFUND 50.00 83366 01/10/24 Printed JENNY REYES REC -NFL FLAG FOOTBALL REFUND 50.00 83367 01/10/24 Printed JORGE REYES REC -NFL FLAG FOOTBALL REFUND 50.00 83368 01/10/24 Printed OLGA RODRIGUEZ REC -NFL FLAG FOOTBALL REFUND 100.00 83369 01/10/24 Printed YADIRA RODRIGUEZ REC -NFL FLAG FOOTBALL REFUND 100.00 83370 01/10/24 Printed MARISOL ROQUE REC -NFL FLAG FOOTBALL REFUND 50.00 83371 01/10/24 Void GISELA ROSALES / CAMACHO TIRES FLEET -TIRE INSTALL & BALANCE UNIT 318 715.00 83372 01/10/24 Printed RRM DESIGN GROUP COMM DEV -THOMPSON PARK PROJECT NOVEMBER 2023
G 8,462.00
83373 01/10/24 Printed EUFENIA RUIZ REC -NFL FLAG FOOTBALL REFUND 50.00 83374 01/10/24 Printed GUILLERMO SALINAS REC -NFL FLAG FOOTBALL REFUND 50.00 83375 01/10/24 Printed SAN JOAQUIN VALLEY AIR POLLUTION

CONTROL DIST
PW -24/25 ANNUAL PERMIT CITY HALL GENERATOR 577.00
83376 01/10/24 Printed ASHLEY SANCHEZ REC -NFL FLAG FOOTBALL REFUND 50.00 83377 01/10/24 Printed SANTA MARIA CALIFORNIA NEWS PLANNING -COMMISSION MEETING PW -

CLARKSON LIFT STATION AD
478.07
83378 01/10/24 Printed FERNANDO SANTILLAN ADMIN -AICP CERTIFICATION MAINTENANCE, 2024 CITY MANAGER'S CONFERENCE PER

DIEM & MILEAGE
639.05
83379 01/10/24 Printed IVAN SANTOS REC -NFL FLAG FOOTBALL REFUND 50.00 83380 01/10/24 Printed SAMANTHA SAUCEDA FD -FLIGHT FOR CONFERENCE REIMBURSEMENT 401.82 83381 01/10/24 Printed SELMA DISTRICT CHAMBER OF FIN -SANTA'S ARRIVAL 2023 RECYCLING FEE G 200.00 83382 01/10/24 Printed SELMA UNIFIED SCHOOL DISTRICT ADMIN -FUEL OCTOBER & NOVEMBER 2023 54,972.97 83383 01/10/24 Printed SITEONE LANDSCAPE SUPPLY, LLC. PW -IRRIGATION SUPPLIES 2,679.47 83384 01/10/24 Printed SNAP-ON INCORPORATED FLEET -SHOP TOOL BOX 29,219.34 83385 01/10/24 Printed SOCIAL VOCATIONAL SERVICES INC /

EMPLOY AMERICA

PW -PARK RESTROOM MAINTENANCE
OCTOBER & NOVEMBER 2023
2,399.40
83386 01/10/24 Printed SPARKLETTS ECO DEV -WATER SERVICE FOR CVTC NOV 2023 R 42.99 83387 01/10/24 Printed SPARKLETTS ECO DEV -WATER SERVICE FOR CVTC DEC 2023 R 42.99 83388 01/10/24 Printed NICK STRAIT REC -NFL FLAG FOOTBALL REFUND 50.00 83389 01/10/24 Printed SUN LIFE HR -EMPLOYEE INSURANCE JANUARY 2024 2,373.57 83390 01/10/24 Printed TEC GROUP INC. HR -CLERICAL ASSIST 12/10/23-12/24/23 3,944.69 83391 01/10/24 Printed THOMAS J O'LAUGHLIN MD INC. FD -MEDICAL DIRECTOR JANUARY 2024 500.00 83392 01/10/24 Printed JESSICA THOMPSON REC -NFL FLAG FOOTBALL REFUND 100.00 83393 01/10/24 Printed DENISE TIRADO REC -NFL FLAG FOOTBALL REFUND 50.00 83394 01/10/24 Printed BIANCA TORRES REC -NFL FLAG FOOTBALL REFUND 50.00 83395 01/10/24 Printed SABINA TORRES REC -NFL FLAG FOOTBALL REFUND 50.00 83396 01/10/24 Printed MARIA TORREZ REC -NFL FLAG FOOTBALL REFUND 50.00 83397 01/10/24 Printed KRISTEN TREAS REC -NFL FLAG FOOTBALL REFUND 50.00 83398 01/10/24 Printed MELISSA TREVINO REC -NFL FLAG FOOTBALL REFUND 100.00 83399 01/10/24 Printed TRUCKPRO HOLDING CORPORATION FLEET -UNIT 1001 SMOG OPACITY TEST 1,171.52 February 5, 2024 Council Packet Page 17
CHECK
NUMBER
CHECK

DATE STATUS VENDOR NAME CHECK DESCRIPTION CATEGORY AMOUNT

CHECK REGISTER REPORT
83400 01/10/24 Printed RUSSELL & MARIE TYGART /

UNIQUELY YOURS
PW -NAME EMBROIDERY & PATCHES 56.54
83401 01/10/24 Printed U.S. BANK CORPORATE PMT SYSTEM FIN -CALCARD CHARGES 11/23/23-12/22/23 PARTIAL R 84,136.57 83402 01/10/24 Printed U.S. BANK EQUIPMENT FINANCE ADMIN -COPY MACHINE LEASES JANUARY 2024 2,325.59 83403 01/10/24 Printed KARINA VALDEZ REC -NFL FLAG FOOTBALL REFUND 50.00 83404 01/10/24 Printed CAMIE VALENCIA REC -NFL FLAG FOOTBALL REFUND 50.00 83405 01/10/24 Printed VALLEY SHREDDING LLC ADMIN -SHREDDING SERVICE 48.00 83406 01/10/24 Printed VANIR CONSTRUCTION COMM DEV -THOMPSON PARK PROJECT 11/1/23-11/30/23
G 4,605.00
83407 01/10/24 Printed ELEAZAR VASQUEZ REC -NFL FLAG FOOTBALL REFUND 50.00 83408 01/10/24 Printed JUANA VASQUEZ REC -NFL FLAG FOOTBALL REFUND 50.00 83409 01/10/24 Printed KIMBERLY VASQUEZ REC -NFL FLAG FOOTBALL REFUND 50.00 83410 01/10/24 Printed SARAH VASQUEZ REC -NFL FLAG FOOTBALL REFUND 100.00 83411 01/10/24 Printed VERIZON FD -VEHICLE TRACKING NOVEMBER 2023 94.75 83412 01/10/24 Printed VIDEO INSPECTION SPECIALISTS PW -CCTV STORM DRAIN INSPECTIONS AT 2

DOCKERY & NORTHHILL & MCCALL & ALTON
2,140.00
83413 01/10/24 Printed VINCENT COMMUNICATIONS INC FD -RADIO INSTALLATION & REMOVAL FOR TRUCK 111, AMB 554 DEVICES INSTALL,
PORTABLE RADIOS FOR AMB, AMB 552

ANTENNA REPLACEMENT
11,939.62
83414 01/10/24 Printed JOSEPH WARD REC -NFL FLAG FOOTBALL REFUND 50.00 83415 01/10/24 Printed WASTE MANAGEMENT-USA WASTE FIN -GARBAGE DECEMBER 2023 139,318.81 83416 01/10/24 Printed WASTE MANAGEMENT-USA WASTE COMM DEV -GARBAGE SERVICE FOR CVTC 25

YARD ROLLOFF
R 795.27
83417 01/10/24 Printed WHITE CAP, L.P. PW -WINTER JACKET,SWEATER,

BOOTS,PANTS FOR NEW EMPLOYEE
502.84
83418 01/10/24 Printed WILLDAN ENGINEERING BLDG -INSPECTOR SERVICES THROUGH 11/24/23
6,795.00
83419-
83422
01/10/24 Printed YAMABE & HORN ENGINEERING, INC COMM DEV -ENGINEERING SERVICES OCTOBER 2023
PARTIAL R 114,570.76
83423-
83462
01/10/24 Printed YAMABE & HORN ENGINEERING, INC COMM DEV -ENGINEERING SERVICES NOVEMBER 2023
PARTIAL R 145,102.46
83463 01/10/24 Printed STEPHANIE ZAPATA REC -NFL FLAG FOOTBALL REFUND 50.00 83464 01/10/24 Printed MARY HELEN ZARAGOZA REC -NFL FLAG FOOTBALL REFUND 100.00 83465 01/10/24 Printed ZOLL DATA SYSTEMS INC FD -LIFE PAK MAINT 1/1/24-12/31/24 720.72 TOTAL 1,338,412.73
Grant: G PD State Appropriation: PDSA (457) Reimbursement: R 01/12/24 US BANK 2017 GENERAL OBLIGATION BONDS 65,531.25 01/12/24 IRG MASTER HOLDINGS CVTC JANUARY 2024 LEASE PAYMENT 12,350.42 01/12/24 DEPARTMENT OF HEALTH CARE

SERVICES
GEMT PROGRAM 93,315.43

WIRE/EFT
February 5, 2024 Council Packet Page 18

EMPLOYEE NAME TRANSACTION DATE VENDOR NAME DESCRIPTION OF PURCHASE ACCOUNT NUMBER AMOUNT AMY SMART 12/8/2023 CPRS CPRS MEMBERSHIP - J. CORTES-MORELOS 100-4100-610.900.000 170.00 AMY SMART 12/9/2023 HOBBY LOBBY STAFF MEETING SUPPLIES 100-4100-600.250.000 37.37 AMY SMART 12/10/2023 JOANN STAFF MEETING SUPPLIES 100-4100-600.250.000 35.81 AMY SMART 12/10/2023 WAL-MART STAFF MEETING SUPPLIES 100-4100-600.250.000 99.18 AMY SMART 12/11/2023 G'S RISTORANTE STAFF MEETING LUNCH 100-4100-610.920.000 184.86 AMY SMART 12/11/2023 MARSHALLS STAFF MEETING SUPPLIES 100-4100-600.250.000 61.10 AMY SMART 12/11/2023 WAL-MART STAFF MEETING SUPPLIES 100-4100-600.250.000 89.53 ANDREW GUZMAN 11/30/2023 GALLS LEATHER 48 DUTY BELT 100-2200-600.250.000 117.37 ANDREW GUZMAN 12/5/2023 AMAZON 10 DIGITAL CAMERAS 100-2200-600.250.000 1,198.60 ANDREW GUZMAN 12/5/2023 GALLS LEATHER 38 DUTY BELT 100-2200-600.250.000 131.03 ANDREW GUZMAN 12/5/2023 THE BEARS DEN DONUTS FOR FIREARM TRAINING 100-2100-600.250.000 33.28 ANDREW GUZMAN 12/6/2023 CAMACHO TIRES FIX FLAT TIRE ON POLICE UNIT #184 100-2200-600.250.000 45.00 CALEB GARCIA 11/29/2023 UNIVERSITY MARKET, CLOVIS CA FUEL-ACT 269-2100-600.257.000 69.14 CALEB GARCIA 12/3/2023 CHEVRON, FRESNO CA FUEL-ACT 269-2100-600.257.000 88.66 CALEB GARCIA 12/3/2023 EXXON CASTAIC GAS, CASTAIC CA FUEL-ACT 269-2100-600.257.000 67.71 CALEB GARCIA 12/6/2023 GRAPEVINE FOOD MART, LEBEC CA FUEL-ACT 269-2100-600.257.000 106.08 CALEB GARCIA 12/8/2023 SELMA STATION, SELMA CA FUEL-ACT 269-2100-600.257.000 73.05 CALEB GARCIA 12/12/2023 CHEVRON, KINGSBURG CA FUEL-ACT 269-2100-600.257.000 84.18 CALEB GARCIA 12/18/2023 SNAP ROSE FOOD STORE, FRESNO CA FUEL-ACT 269-2100-600.257.000 63.18 CALEB GARCIA 12/18/2023 VIOC, FRESNO CA FUEL-ACT 269-2100-600.257.000 74.91 CALEB GARCIA 12/21/2023 WAL-MART SUPERCENTER, KERMAN CA FUEL-ACT 269-2100-600.257.000 49.39 CASSY FAIN 11/20/2023 HOLIDAY INN SWAN COURT TRAINING - ANN CARRIZALEZ/FACILITATOR 100-2100-610.915.000 266.56 CASSY FAIN 11/27/2023 CHEVRON GAS STATION FUEL 100-2100-610.920.000 78.69 CASSY FAIN 11/28/2023 NET TRANSCRIPTS TRANSCRIPTION PAYMENT 100-2100-600.400.000 152.64 CASSY FAIN 12/8/2023 CHEVRON GAS STATION FUEL 100-2100-610.920.000 80.32 CASSY FAIN 12/18/2023 ARCO GAS STATION FUEL 100-2100-610.920.000 52.02 CASSY FAIN 12/18/2023 HAMPTON INN TRAINING 100-2100-610.915.000 751.15 CITY OF SELMA FIRE QRT MST 11/22/2023 ELM AVE FEED TRAINING ITEMS FOR TOWER 295-2525-610.915.000 50.00 CITY OF SELMA FIRE QRT MST 11/24/2023 THE HOME DEPOT TRAINING WOOD DOOR WEDGES 295-2525-610.915.000 50.03 CITY OF SELMA FIRE QRT MST 12/5/2023 ALLS HANDS FIRE EQUIPMENT CO MONITOR BATTERY PACK 100-2525-600.375.000 88.99 CITY OF SELMA FIRE QRT MST 12/9/2023 AMAZON PERSONAL CHECK TO CITY FOR REIMBURSEMENT 800-0000-220.000.000 54.55 CITY OF SELMA FIRE QRT MST 12/10/2023 AMAZON PERSONAL CHECK TO CITY FOR REIMBURSEMENT 800-0000-220.000.000 19.51 CITY OF SELMA STATION NO. 1 12/4/2023 DPH EMERGENCY MEDICAL SERVICES EMT RECERT-J. GOMEZ 100-2525-610.917.000 82.00 CITY OF SELMA STATION NO. 1 12/6/2023 NAPA AUTO PARTS 10 HR TRUCK SUPPLIES 100-2525-600.250.000 62.89 CITY OF SELMA STATION NO. 2 11/28/2023 CIRCLE K GAS STATION FUEL 701-9200-600.257.000 100.11 CITY OF SELMA STATION NO. 2 12/10/2023 WAL-MART GATORADE & WATER FOR ST. 1, 2, & 3 100-2525-600.250.000 75.96 CITY OF SELMA STATION NO. 2 12/10/2023 WAL-MART GATORADE & WATER FOR ST. 1, 2, & 3 600-2600-600.250.000 37.98 CITY OF SELMA TRAINING DIV 12/14/2023 WORLDPOINT ECC INCORPORATED CPR MATERIALS 800-0000-121.000.000 321.52 CITY OF SELMA TRAINING DIV 12/15/2023 THE UPS STORE POSICHEK MACHINE SHIPPING 100-2525-600.475.000 119.92 CYNTHIA GOMEZ 11/30/2023 AMAZON SUPPLIES 100-2100-600.250.000 71.58 CYNTHIA GOMEZ 11/30/2023 AMAZON SUPPLIES 100-2200-600.250.000 32.53 CYNTHIA GOMEZ 11/30/2023 BIG 5 SPORTING GOODS SUPPLIES 100-2200-600.250.000 5.74 US BANK INVOICE FOR CALCARD CHARGES: 11/23/23-12/22/23

Page 1 of 7 ends

February 5, 2024 Council Packet Page 19

EMPLOYEE NAME TRANSACTION DATE VENDOR NAME DESCRIPTION OF PURCHASE ACCOUNT NUMBER AMOUNT US BANK INVOICE FOR CALCARD CHARGES: 11/23/23-12/22/23
CYNTHIA GOMEZ 11/30/2023 HOBBY LOBBY SUPPLIES 100-2200-600.250.000 93.08 CYNTHIA GOMEZ 12/2/2023 WAL-MART SUPPLIES 100-2200-600.250.000 42.37 CYNTHIA GOMEZ 12/15/2023 DELI DELICIOUS SUPPLIES - RANGE LUNCH TRAINING 100-2100-600.250.000 79.95 EMS DIVISION 550 12/21/2023 CHEVRON GAS STATION FUEL 701-9200-600.257.000 87.18 EMS DIVISION 551 12/2/2023 WAL-MART WATER 600-2600-600.250.000 34.48 EMS DIVISION 552 12/9/2023 CIRCLE K GAS STATION FUEL 701-9200-600.257.000 109.01 EMS DIVISION 552 12/17/2023 SHELL OIL GAS STATION FUEL 701-9200-600.257.000 106.56 EMS DIVISION 553 12/3/2023 CHEVRON GAS STATION FUEL 701-9200-600.257.000 95.01 EMS DIVISION 553 12/11/2023 LOVE'S GAS STATION FUEL 701-9200-600.257.000 116.01 EMS DIVISION 553 12/15/2023 CIRCLE K GAS STATION FUEL 701-9200-600.257.000 92.50 EMS DIVISION 553 12/16/2023 CIRCLE K GAS STATION FUEL 701-9200-600.257.000 69.65 EMS DIVISION 553 12/17/2023 7-ELEVEN GAS STATION FUEL 701-9200-600.257.000 93.30 EMS DIVISION 553 12/19/2023 CIRCLE K GAS STATION FUEL 701-9200-600.257.000 90.01 EMS DIVISION 553 12/20/2023 CIRCLE K GAS STATION FUEL 701-9200-600.257.000 92.39 EMS DIVISION 553 12/20/2023 CIRCLE K GAS STATION FUEL 701-9200-600.257.000 62.01 EMS DIVISION 553 12/21/2023 CIRCLE K GAS STATION FUEL 701-9200-600.257.000 53.01 FABIAN URESTI 12/16/2023 NELSONS ACE HARDWARE BOLTS & WASHERS FOR T-111 REPAIR 701-9200-600.256.000 3.21 FERNANDO MORAN 11/27/2023 NELSON'S ACE HARDWARE TIE-DOWN RATCHETS-PARKS 100-5300-600.250.000 48.81 FERNANDO MORAN 11/27/2023 NELSON'S ACE HARDWARE TIE-DOWN RATCHETS-STREETS 210-5400-600.250.000 48.80 FERNANDO MORAN 11/29/2023 PANE SUPPLY MANHOLE LIFTER-PARKS 100-5300-600.305.000 67.60 FERNANDO MORAN 11/29/2023 PANE SUPPLY PLUMBING SUPPLIES-SHAFER PARK RESTROOM REPAIRS 100-5300-600.370.000 344.93 FERNANDO SANTILLAN 12/7/2024 FRESNO BEE SUBSCRIPTION 100-1300-610.900.000 39.99 FERNANDO SANTILLAN 12/7/2024 G'S RISTORANTE ONBOARDING - BUILDING/PLANNING TECH M. CRUZ 100-1300-610.920.000 53.34 FERNANDO SANTILLAN 12/13/2024 LEGENDS TAPHOUSE MEETING WITH ADMIN SERVICES DIRECTOR J. VENEGAS 100-1300-610.920.000 47.06 FERNANDO SANTILLAN 12/14/2024 VENMO: FCOG FCOG RETIREMENT LUNCHEON FOR T. BOREN 100-1300-610.920.000 20.60 FINANCE DEPARTMENT 11/29/2023 LEONS COMPUTERS FULL HD NETWORK CAMERA FOR COUNCIL CHAMBER 704-9600-600.250.000 3,420.34 FINANCE DEPARTMENT 12/8/2023 THE HOME DEPOT CVTC SUPPLY ORDER 274-1600-600.250.000 31.57 FINANCE DEPARTMENT 12/9/2023 THE HOME DEPOT CVTC SUPPLY ORDER 274-1600-600.250.000 262.08 FINANCE DEPARTMENT 12/10/2023 THE HOME DEPOT CVTC SUPPLY ORDER 274-1600-600.250.000 133.74 FINANCE DEPARTMENT 12/11/2023 THE HOME DEPOT CVTC SUPPLY ORDER 274-1600-600.250.000 1,390.74 FINANCE DEPARTMENT 12/11/2023 THE HOME DEPOT CVTC SUPPLY ORDER 274-1600-600.250.000 134.34 FINANCE DEPARTMENT 12/14/2023 WENDY'S SENIOR CITIZEN MEALS 100-4500-656.895.000 43.39 GEORGE SIPIN 11/22/2023 LES SCHWAB TIRES RESTOCK TIRES 603-5500-600.256.000 1,817.76 GEORGE SIPIN 11/28/2023 INTERSTATE BATTERY SYSTEMS BATTERY-STOCK 603-5500-600.256.000 161.18 GEORGE SIPIN 11/28/2023 INTERSTATE BATTERY SYSTEMS BATTERY-RT#185 603-5500-600.256.000 190.90 GEORGE SIPIN 11/28/2023 INTERSTATE BATTERY SYSTEMS BATTERIES-STOCK 603-5500-600.256.000 453.52 GEORGE SIPIN 11/28/2023 INTERSTATE BATTERY SYSTEMS BATTERIES-STOCK 603-5500-600.256.000 1,224.54 GEORGE SIPIN 11/28/2023 LES SCHWAB TIRES RESTOCK TIRES 603-5500-600.256.000 1,272.41 GEORGE SIPIN 11/28/2023 MARTEN'S CHEVROLET SERVICE HVAC SYSTEM-RT#223 603-5500-600.400.000 775.72 GEORGE SIPIN 11/29/2023 BLACKSTONE CHEVROLET RADIATOR - STOCK 603-5500-600.256.000 1,132.26 GEORGE SIPIN 11/29/2023 COOK'S COMMUNICATIONS TWO WAY RADIO-STOCK 603-5500-600.250.000 881.97 GEORGE SIPIN 11/29/2023 LES SCHWAB TIRES RESTOCK TIRES 603-5500-600.256.000 1,660.25

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February 5, 2024 Council Packet Page 20

EMPLOYEE NAME TRANSACTION DATE VENDOR NAME DESCRIPTION OF PURCHASE ACCOUNT NUMBER AMOUNT US BANK INVOICE FOR CALCARD CHARGES: 11/23/23-12/22/23
GEORGE SIPIN 11/29/2023 NAPA AUTO PARTS ENGINE OIL PAN, COOLANT-STOCK 603-5500-600.256.000 654.54 GEORGE SIPIN 11/29/2023 SAFETY-KLEEN SYSTEMS MOTOR OIL 603-5500-600.250.000 1,539.85 GEORGE SIPIN 11/30/2023 CUMMINS SALES & SERVICE NG9500 FUEL FILTERS-STOCK 603-5500-600.256.000 821.95 GEORGE SIPIN 11/30/2023 KIMBALL MIDWEST SHOP SUPPLIES-STOCK 603-5500-600.256.000 2,248.24 GEORGE SIPIN 11/30/2023 SAFETY-KLEEN SYSTEMS TRANSMISSION FLUID-STOCK 603-5500-600.250.000 946.57 GEORGE SIPIN 12/4/2023 COOKS COMMUNICATIONS REPLACE RADIO 603-5500-600.400.000 164.00 GEORGE SIPIN 12/4/2023 NAPA AUTO PARTS FRONT ROTORS FOR ARBOCS-STOCK 603-5500-600.256.000 960.84 GEORGE SIPIN 12/5/2023 AZ BUS SALES MICROSWITCH KITS-STOCK 603-5500-600.256.000 1,613.49 GEORGE SIPIN 12/5/2023 CUMMINS SALES & SERVICE REPLACED ECM-RT#192 603-5500-600.400.000 3,929.80 GEORGE SIPIN 12/5/2023 SAFETY-KLEEN SYSTEMS PARTS WASHER SERVICE 603-5500-600.400.000 314.66 GEORGE SIPIN 12/6/2023 BLACKSTONE CHEVROLET SENSORS-STOCK 603-5500-600.256.000 587.95 GEORGE SIPIN 12/6/2023 BLACKSTONE CHEVROLET CONVERTERS-STOCK 603-5500-600.256.000 4,917.71 GEORGE SIPIN 12/6/2023 JENSEN & PILEGARD LAWN MOWER 603-5500-600.250.000 4,767.39 GEORGE SIPIN 12/6/2023 TRUCKPRO HOLDINGS CORP PUSH LOCKS-STOCK 603-5500-600.256.000 195.56 GEORGE SIPIN 12/7/2023 CUMMINS SALES & SERVICE INSTALLED SENSORS & PIG TAIL CONNECTORS-RT#189 603-5500-600.256.000 1,755.06 GEORGE SIPIN 12/7/2023 NVB EQUIPMENT A/C PARTS FOR ARBOCS 603-5500-600.256.000 580.68 GEORGE SIPIN 12/8/2023 KINGSBURG SINCLAIR PROPANE FOR SHOP HEATERS 603-5500-600.250.000 250.89 GEORGE SIPIN 12/11/2023 AMAZON FAN CLUTCH WRENCH SET- TOOL 603-5500-600.250.000 41.59 GEORGE SIPIN 12/11/2023 AMAZON AIR RIDE COMPRESSORS -STOCK 603-5500-600.256.000 562.41 GEORGE SIPIN 12/11/2023 BLACKSTONE CHEVROLET BOOSTERS-STOCK 603-5500-600.256.000 1,165.17 GEORGE SIPIN 12/11/2023 MAC TOOLS LEAK DETECTOR -TOOL 603-5500-600.250.000 1,462.71 GEORGE SIPIN 12/11/2023 NAPA AUTO PARTS PRESSURE GAUGE & VAULT TESTER-TOOLS 603-5500-600.250.000 180.03 GEORGE SIPIN 12/11/2023 NAPA AUTO PARTS ATP PLATINUM KITS - STOCK 603-5500-600.256.000 186.96 GEORGE SIPIN 12/11/2023 WAL-MART KITCHEN SUPPLIES 603-5500-600.250.000 43.46 GEORGE SIPIN 12/12/2023 BLACKSTONE CHEVROLET SUNSHADE VISORS-STOCK 603-5500-600.256.000 865.61 GEORGE SIPIN 12/12/2023 INTERSTATE BATTERY SYSTEMS BATTERIES FOR EL DORADO'S-STOCK 603-5500-600.256.000 538.22 GEORGE SIPIN 12/12/2023 NAPA AUTO PARTS JB WELD, GLUE-STOCK 603-5500-600.250.000 30.60 GEORGE SIPIN 12/12/2023 NAPA AUTO PARTS RADIATOR HOSES-STOCK 603-5500-600.256.000 688.53 GEORGE SIPIN 12/12/2023 NAPA AUTO PARTS CURVED RADIATOR HOSES-STOCK 603-5500-600.256.000 500.94 GEORGE SIPIN 12/13/2023 AZ BUS SALES PASSENGER DOOR-RT#154 603-5500-600.256.000 899.41 GEORGE SIPIN 12/13/2023 BLACKSTONE CHEVROLET REAR END KITS FOR ARBOCS-STOCK 603-5500-600.256.000 210.09 GEORGE SIPIN 12/13/2023 LES SCHWAB TIRES RESTOCK TIRES 603-5500-600.256.000 1,383.55 GEORGE SIPIN 12/13/2023 TRUCKPRO HOLDINGS CORP TOGGLE SWITCHES - STOCK 603-5500-600.256.000 97.69 GEORGE SIPIN 12/14/2023 BLACKSTONE CHEVROLET POWER STEERING LINE FOR ARBOCS-STOCK 603-5500-600.256.000 29.59 GEORGE SIPIN 12/19/2023 WAL-MART FILE FOLDERS 603-5500-600.250.000 13.58 JANIE VENEGAS 11/30/2023 G'S RISTORANTE CUSTODIAN PANEL LUNCHES 100-1400-600.250.000 112.91 JANIE VENEGAS 12/7/2023 AMAZON ADMIN SERVICES DIRECTOR ERGONOMIC MOUSE 100-1400-600.250.000 93.22 JANIE VENEGAS 12/11/2023 LABORLAW CENTER 2024 LABOR LAW POSTERS 100-1400-600.250.000 258.21 JEROME KEENE 11/27/2023 CLE INTERNATIONAL CEQA TRAINING FOR PLANNING 100-3100-610.920.000 1,790.00 JESUS HERNANDEZ 11/29/2023 NELSON'S ACE HARDWARE MULTIBIT DRIVER - BLDGS TOOLS 702-9300-600.305.000 25.99 JESUS HERNANDEZ 11/29/2023 NELSON'S ACE HARDWARE PD REPAIRS SUPPLIES 702-9300-600.370.000 90.30 JESUS HERNANDEZ 11/29/2023 NELSON'S ACE HARDWARE ART'S CENTER REPAIRS SUPPLIES 702-9300-600.370.000 370.96

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February 5, 2024 Council Packet Page 21

EMPLOYEE NAME TRANSACTION DATE VENDOR NAME DESCRIPTION OF PURCHASE ACCOUNT NUMBER AMOUNT US BANK INVOICE FOR CALCARD CHARGES: 11/23/23-12/22/23
JESUS HERNANDEZ 11/29/2023 NELSON'S POWER CENTER CONCRETE-PARKS 100-5300-600.250.000 189.02 JESUS HERNANDEZ 12/4/2023 THE HOME DEPOT SANDPAPER-RETURN 100-5300-600.250.000 (12.97) JESUS HERNANDEZ 12/4/2023 THE HOME DEPOT HAND SANDER, SAND PAPER-PARKS 100-5300-600.250.000 40.04 JESUS HERNANDEZ 12/4/2023 THE HOME DEPOT DRYWALL SHEETS-PARKS 100-5300-600.250.000 11.91 JESUS HERNANDEZ 12/6/2023 NELSON'S POWER CENTER 52G DRUM-FLEET 701-9200-600.254.000 1,290.84 JESUS HERNANDEZ 12/19/2023 NELSON'S ACE HARDWARE

METAL TRIPPERS/DUPLEX RECEPTACLE, TIMER, TAPE -
LINCOLN PARK 100-5300-600.250.000 147.87
JESUS HERNANDEZ 12/19/2023 NELSON'S ACE HARDWARE BUBBLER,SPRAYPAINT,LITHIUM BATTERY-BRENTLINGER PARK 100-5300-600.250.000 53.83 JESUS HERNANDEZ 12/19/2023 NELSON'S ACE HARDWARE REPAIRS SUPPLIES- SHAFER PARK 100-5300-600.360.000 97.69 JESUS HERNANDEZ 12/19/2023 NELSON'S ACE HARDWARE CHAINS, PADLOCKS, KEYS-STREETS 210-5400-600.250.000 263.03 JESUS HERNANDEZ 12/19/2023 NELSON'S ACE HARDWARE SPRAY PAINT-STREETS 210-5400-600.250.000 12.63 JESUS HERNANDEZ 12/19/2023 NELSON'S ACE HARDWARE FAUCET, PADLOCK, GASKET URINAL-FIRE DEPT 702-9300-600.250.000 289.06 JESUS HERNANDEZ 12/19/2023 NELSON'S ACE HARDWARE

PLUNGER,ALL PURPOSE CLEANER, TUBE STRAP-SENIOR
CENTER 702-9300-600.250.000 78.90
JESUS HERNANDEZ 12/19/2023 NELSON'S ACE HARDWARE LITHIUM BATTERY, EXT CORD, RAFTER-CORP YARD 702-9300-600.250.000 68.46 JESUS HERNANDEZ 12/19/2023 NELSON'S ACE HARDWARE PADLOCKS- WEED & SEED 702-9300-600.250.000 65.97 JESUS HERNANDEZ 12/19/2023 NELSON'S ACE HARDWARE BUSHINGS, COUPLERS-PD 702-9300-600.250.000 14.15 JORDAN WEBSTER 11/27/2023 JOHNNY QUIK GAS STATION FUEL 701-9200-600.257.000 41.58 JORDAN WEBSTER 12/1/2023 JUANITO'S EXPRESS MEETING WITH CITY OF DINUBA EMS OPS 100-2525-610.900.000 81.68 JORDAN WEBSTER 12/1/2023 LEAGUE OF CALIFORNIA CONFERENCE 100-2525-610.900.000 510.00 JORDAN WEBSTER 12/14/2023 HILTON GARDEN INN CONFERENCE HOTEL 100-2525-610.900.000 398.36 JUSTIN HOLT 12/2/2023 CIRCLE K GAS STATION FUEL FOR UNIT 1000 701-9200-600.257.000 67.36 JUSTIN HOLT 12/6/2023 CIRCLE K GAS STATION FUEL FOR UNIT 1000 701-9200-600.257.000 49.30 JUSTIN HOLT 12/7/2023 CIRCLE K GAS STATION FUEL FOR UNIT 1000 701-9200-600.257.000 62.51 JUSTIN HOLT 12/8/2023 CIRCLE K GAS STATION FUEL FOR UNIT 1000 701-9200-600.257.000 63.87 JUSTIN HOLT 12/9/2023 CIRCLE K GAS STATION FUEL FOR UNIT 1000 701-9200-600.257.000 63.82 JUSTIN HOLT 12/16/2023 CIRCLE K GAS STATION FUEL FOR UNIT 1000 701-9200-600.257.000 54.58 KELLI TELLEZ 11/21/2023 WAL-MART CHIEF URESTI RETIREMENT SUPPLIES 600-2600-600.250.000 24.86 KELLI TELLEZ 11/29/2023 CRAVE COOKIE CHIEF URESTI'S RETIREMENT REFRESHMENTS 600-2600-600.250.000 70.40 KELLI TELLEZ 11/30/2023 NOTHING BUNDT CAKES CHIEF URESTI'S RETIREMENT REFRESHMENTS 600-2600-600.250.000 108.00 KELLI TELLEZ 12/4/2023 SAL'S MEXICAN RESTAURANT CHIEF URESTI'S RETIREMENT PARTY (PLATTERS) 600-2600-600.250.000 120.87 KELLI TELLEZ 12/4/2023 TARGET CHIEF URESTI'S RETIREMENT PARTY 600-2600-600.250.000 68.02 KELLI TELLEZ 12/4/2023 WAL-MART WATER-CHIEF URESTI'S RETIREMENT 600-2600-600.250.000 27.36 KELLI TELLEZ 12/20/2023 GRAND SIERRA RESORT DEPOSIT FOR SAM'S CONFERENCE HOTEL 100-2500-610.920.000 77.97 LISBETH MARTINEZ 11/22/2023 WAL-MART SODAS & COOL WHIP FOR THANKSGIVING 100-4500-656.895.000 60.24 LISBETH MARTINEZ 11/29/2023 BED BATH & BEYOND GIANT INFLATABLE GRINCH 100-4100-656.905.000 147.06 LISBETH MARTINEZ 11/29/2023 WAL-MART TREATS FOR CHRISTMAS PARADE 100-4100-656.905.000 111.46 LISBETH MARTINEZ 11/30/2023 WAL-MART GARLAND FOR GRINCHMAS 100-4100-656.905.000 41.18 LISBETH MARTINEZ 12/1/2023 AMAZON SNOW MACHINES, LIQUID SNOW, 12V ADAPTER 100-4100-656.905.000 319.37 LISBETH MARTINEZ 12/2/2023 AMAZON GRINCH COSTUME & ORNAMENTS 100-4100-656.905.000 150.76 LISBETH MARTINEZ 12/4/2023 WAL-MART BREAD FOR SENIOR CENTER 100-4500-656.895.000 5.84

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February 5, 2024 Council Packet Page 22

EMPLOYEE NAME TRANSACTION DATE VENDOR NAME DESCRIPTION OF PURCHASE ACCOUNT NUMBER AMOUNT US BANK INVOICE FOR CALCARD CHARGES: 11/23/23-12/22/23
LISBETH MARTINEZ 12/6/2023 WAL-MART BREAKFAST ITEMS FOR SENIOR CENTER 100-4500-656.895.000 145.96 LISBETH MARTINEZ 12/8/2023 AMAZON TRIPOD STANDS & LIQUID SNOW 100-4100-656.905.000 140.98 LISBETH MARTINEZ 12/10/2023 AMAZON LETTERS FOR SANTA SUPPLIES 100-4100-656.905.000 25.57 LISBETH MARTINEZ 12/10/2023 AMAZON LETTERS FOR SANTA SUPPLIES 100-4100-656.905.000 15.18 LISBETH MARTINEZ 12/12/2023 DOLLAR TREE SR. CENTER GAME SUPPLIES/PRIZES 100-4200-656.900.000 25.23 LISBETH MARTINEZ 12/12/2023 WAL-MART COOKIE DECORATING KITS FOR GRINCHMAS 100-4100-656.905.000 236.06 LISBETH MARTINEZ 12/12/2023 WAL-MART BREAKFAST FOR SR. XMAS PARTY 100-4500-656.895.000 188.79 LISBETH MARTINEZ 12/14/2023 AMAZON RAFFLE BOXES FOR GRINCHMAS 100-4100-656.905.000 20.17 LISBETH MARTINEZ 12/15/2023 ACE HARDWARE SPRAY CAN MARKING WAND 100-4100-656.905.000 41.21 LISBETH MARTINEZ 12/15/2023 DOLLAR TREE BALLOONS & MISC. FOR GRINCHMAS 100-4100-656.905.000 30.47 LISBETH MARTINEZ 12/15/2023 WAL-MART PLATES, TABLE CLOTHES, MISC FOR XMAS 100-4200-656.900.000 30.36 LISBETH MARTINEZ 12/19/2023 AMAZON JAM FOR SR. CENTER BREAKFAST PARTY 100-4500-656.895.000 14.98 LISBETH MARTINEZ 12/20/2023 WAL-MART MISC. SR. CENTER BREAKFAST ITEMS 100-4500-656.895.000 64.41 NESTOR GALVAN 11/21/2023 NAPA AUTO PARTS UNIT 717 (05 GMC SIERRA) BRAKE HOSE 701-9200-600.256.000 33.51 NESTOR GALVAN 11/21/2023 NAPA AUTO PARTS UNIT 8508 (ENG 112) STARTER 701-9200-600.256.000 500.62 NESTOR GALVAN 11/21/2023 NAPA AUTO PARTS
UNIT 182 (14 PD INTERCEPTOR) HITCH, BALL MOUNT,
TRAILER WIRE 701-9200-600.256.000 374.55
NESTOR GALVAN 11/22/2023 NAPA AUTO PARTS CORE DEPOSIT CREDIT 701-9200-600.256.000 (48.21) NESTOR GALVAN 11/27/2023 NAPA AUTO PARTS UNIT 503 (07 FORD VAN) FUEL PUMP, FILTER, WATER PUMP 701-9200-600.256.000 239.33 NESTOR GALVAN 11/28/2023 FAHRNEY FORD UNIT 8560 (AMB 550) SEAT BELTS 701-9200-600.256.000 175.00

NESTOR GALVAN
11/28/2023 NAPA AUTO PARTS
UNIT 8563 (AMB 553) FUEL FILTER, OIL FILTER, AIR FILTER, BRAKE PADS, ROTORS, CABIN AIR FILTER 701-9200-600.256.000 637.40 NESTOR GALVAN 11/28/2023 THE MOWERS EDGE

PULLY IDLER, BELT-V W SLEEVE, BEARING CROSS SHAFT UNIT
3205 - XMARK MOWER 701-9200-600.256.000 427.18
NESTOR GALVAN 11/29/2023 THE HOME DEPOT UNIT 2110 (DUI TRAILER) TRAILER JACK & LIFTING TOOL 701-9200-600.256.000 86.74 NESTOR GALVAN 11/30/2023 ELBERT DISTRIBUTING OILS & INTAKE CLEANER 701-9200-600.254.000 841.29 NESTOR GALVAN 11/30/2023 GIBBS INTERNATIONAL INC UNIT 8510 (ENG 110) TURBO SENSOR KIT 701-9200-600.256.000 324.56 NESTOR GALVAN 11/30/2023 NAPA AUTO PARTS
UNIT 502 (99 CHEV VAN) DISTRIBUTOR CAP & DISTRIBUTOR
ROTOR 701-9200-600.256.000 65.76
NESTOR GALVAN 12/1/2023 NAPA AUTO PARTS UNIT 722 (07 F150) TRANSMISSION SPEED SENSOR 701-9200-600.256.000 50.97 NESTOR GALVAN 12/2/2023 NAPA AUTO PARTS UNIT 8513 (T111) RADIATOR CAP 701-9200-600.256.000 5.88 NESTOR GALVAN 12/4/2023 FUTURE FORD OF CLOVIS UNIT 199 (18 PD INTERCEPTOR) 701-9200-600.256.000 235.82 NESTOR GALVAN 12/4/2023 NAPA AUTO PARTS STOCK PARTS CONTROL ARM AND BALL X 2 701-9200-600.256.000 269.69 NESTOR GALVAN 12/5/2023 TIFCO INDUSTRIES INC INDUSTRIAL CHEMICAL 701-9200-600.250.000 126.86 NESTOR GALVAN 12/11/2023 QUINN PARTS DEPARTMENT UNIT 1402 (FORKLIFT) ANTIFREEZE, SWITCH, MIRROR 701-9200-600.256.000 307.94 NESTOR GALVAN 12/12/2023 NAPA AUTO PARTS SHOP TOOLS 12V MAX LITHIUM ION BATTERIES 701-9200-600.250.000 126.90 NESTOR GALVAN 12/13/2023 QUINN PARTS DEPARTMENT TEMP SENSOR - UNIT 8508 (ENG 112) 701-9200-600.256.000 61.10 NESTOR GALVAN 12/14/2023 NAPA AUTO PARTS SHOP PARTS AIR FILTERS & BRAKE PAD 701-9200-600.256.000 659.33 NESTOR GALVAN 12/19/2023 MERCEDES BENZ OF FRESNO VOLTAGE CONVERTER, SHOCK ABSORBER 701-9200-600.256.000 1,370.63 NESTOR GALVAN 12/19/2023 O'REILLY AUTO PARTS UNIT 8563 (AMB 553) BATTERY 701-9200-600.256.000 230.02

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February 5, 2024 Council Packet Page 23

EMPLOYEE NAME TRANSACTION DATE VENDOR NAME DESCRIPTION OF PURCHASE ACCOUNT NUMBER AMOUNT US BANK INVOICE FOR CALCARD CHARGES: 11/23/23-12/22/23
NICOLETTE ANDERSEN 11/22/2023 SIGNUP GENIUS AUDITION SIGN UP PLATFORM 605-4300-656.910.000 24.99 NICOLETTE ANDERSEN 11/24/2023 SAVE MART SAC - RIDE THE CYCLONE - SNACK BAR 605-4300-656.910.000 71.47 NICOLETTE ANDERSEN 11/26/2023 SAVE MART SAC - RIDE THE CYCLONE - SNACK BAR 605-4300-656.910.000 24.52 NICOLETTE ANDERSEN 11/27/2023 AMAZON SAC - RIDE THE CYCLONE - BATTERIES & MIC ELEMENTS 605-4300-656.910.000 199.77 NICOLETTE ANDERSEN 11/27/2023 SLACK SAC- MARKETING PLATFORM 605-4300-656.910.000 46.57 NICOLETTE ANDERSEN 11/29/2023 AMAZON SAC - RIDE THE CYCLONE - RETURN 605-4300-656.910.000 (15.18) NICOLETTE ANDERSEN 11/29/2023 THE UPS STORE SAC- MEAN GIRLS SCRIPT RETURN 605-4300-656.910.000 134.18 NICOLETTE ANDERSEN 11/30/2023 AMAZON SAC - RIDE THE CYCLONE - RETURN 605-4300-656.910.000 (25.74) NICOLETTE ANDERSEN 11/30/2023 CLASSIC CHARTER

SAC- CHARTER BUS FOR LION KING MUSICAL FIELD TRIP
WITH SACTEENS 605-4300-656.910.000 2,224.00
NICOLETTE ANDERSEN 11/30/2023 WAL-MART SAC - RIDE THE CYCLONE - SNACK BAR 605-4300-656.910.000 83.25 NICOLETTE ANDERSEN 12/1/2023 PERSONALIZATION MALL SAC- ORNAMENTS FOR FUNDRAISERS 605-4300-656.910.000 123.02 NICOLETTE ANDERSEN 12/3/2023 SAL'S MEXICAN RESTAURANT SAC- RIDE THE CYCLONE CAST PARTY 605-4300-656.910.000 89.26 NICOLETTE ANDERSEN 12/5/2023 AMAZON CKP- PINOCCHIO COSTUMES 100-4300.600.250.000 40.11 NICOLETTE ANDERSEN 12/6/2023 THE HOME DEPOT SAC- BLACK PAINT FOR STAGE 605-4300-656.910.000 32.09 NICOLETTE ANDERSEN 12/7/2023 AMAZON CKP - PINOCCHIO COSTUMES 100-4300.600.250.000 229.44 NICOLETTE ANDERSEN 12/7/2023 NELSON'S ACE HARDWARE SAC- S HOOKS FOR STAGE CURTAINS 605-4300-600.250.000 32.44 NICOLETTE ANDERSEN 12/9/2023 AMAZON PRIME SAC - PRIME MEMBERSHIP 605-4300-600.250.000 16.26 NICOLETTE ANDERSEN 12/13/2023 AMAZON CKP - PINOCCHIO COSTUMES 100-4300-600.250.000 26.02 NICOLETTE ANDERSEN 12/13/2023 RITE AID SAC - HOLIDAY EVENT SNACK BAR SUPPLIES 605-4300-656.910.000 10.39 NICOLETTE ANDERSEN 12/13/2023 WAL-MART SAC - D&D HOLIDAY EVENT SNACK BAR SUPPLIES 605-4300-656.910.000 157.79 NICOLETTE ANDERSEN 12/15/2023 DREAM HOST SAC - WEB HOSTING 605-4300-656.910.000 5.00 NICOLETTE ANDERSEN 12/19/2023 ETSY.INC CKP - PINOCCHIO COSTUME 100-4300-600.250.000 87.86 NICOLETTE ANDERSEN 12/19/2023 WAL-MART SAC - HOLIDAY CABARET SNACK BAR SUPPLIES 605-4300-656.910.000 53.96 NICOLETTE ANDERSEN 12/20/2023 AMAZON CKP- PINOCCHIO COSTUMES 100-4300-600.250.000 20.04 NICOLETTE ANDERSEN 12/20/2023 AMAZON CKP- PINOCCHIO COSTUMES 100-4300-600.250.000 20.59 NICOLETTE ANDERSEN 12/21/2023 AMAZON CKP- PINOCCHIO COSTUMES 100-4300-600.250.000 417.04 NICOLETTE ANDERSEN 12/21/2023 AMAZON SAC - RIDE THE CYCLONE - RETURN 605-4300-656.910.000 (37.30) PATRICK HERNANDEZ 12/11/2023 AMAZON REFUND TO CITY OF SELMA 800-0000-220.000.000 119.81 PATRICK HERNANDEZ 12/22/2023 AMAZON NETGEAR 8 PORT SWITCH 704-9600-600.250.000 23.85 POLICE DEPARTMENT NO 1 11/22/2023 USPS MAIL PACKAGE TO ANA CARRIZALEZ 100-2100-600.120.000 18.95 POLICE DEPARTMENT NO 1 12/4/2023 PETCO DOG FOOD K-9 100-2200-600.250.000 133.92 POLICE DEPARTMENT NO 2 12/7/2023 AIRDATA SOFTWARE ACCESS/DRONE PROGRAM 100-2200-600.250.000 (133.94) RENE GARZA 11/21/2023 FAST N EASY GAS FUEL 701-9200-600.257.000 66.62 RENE GARZA 11/22/2023 AMAZON MARKET WARRANTY FOR MINI I-PAD FOR DRONE 100-2100-600.250.000 65.99 RENE GARZA 11/30/2023 CHEVRON GAS STATION FUEL 701-9200-600.257.000 50.00 RENE GARZA 11/30/2023 HILTON HOTEL LODGING FOR TRAINING 100-2100-610.920.000 621.04 RENE GARZA 12/4/2023 C21 CLETS TITLE 15 TRAINING/REGISTRATION 100-2200-610.910.000 200.00 RENE GARZA 12/7/2023 76 GAS STATION FUEL 701-9200-600.257.000 57.24 RENE GARZA 12/7/2023 AIR TABLE DISPATCH SOFTWARE 100-2100-600.470.000 1,200.00 RENE GARZA 12/13/2023 HILTON HOTEL LODGING FOR TRAINING 100-2100-610.920.000 120.91 RENE GARZA 12/14/2023 CHEVRON GAS STATION FUEL 701-9200-600.257.000 62.52

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February 5, 2024 Council Packet Page 24

EMPLOYEE NAME TRANSACTION DATE VENDOR NAME DESCRIPTION OF PURCHASE ACCOUNT NUMBER AMOUNT US BANK INVOICE FOR CALCARD CHARGES: 11/23/23-12/22/23
REYNA RIVERA 11/27/2023 COLUMN PUBLIC NOTICE.COM PH COUNCIL LIMIT TERMS 100-1700-600.210.000 83.57 REYNA RIVERA 11/27/2023 COLUMN PUBLIC NOTICE.COM SPECIAL EVENTS ORDINANCE ADOPTION 100-1700-600.210.000 94.96 REYNA RIVERA 11/28/2023 CANVA SUBSCRIPTION 100-1700-600.215.000 27.49 REYNA RIVERA 11/29/2023 UNIQUELY YOURS URESTI RETIREMENT PLAQUE - FD 100-2500-600.250.000 48.93 REYNA RIVERA 12/12/2023 COLUMN PUBLIC NOTICE.COM PH ANIMAL CONTROL 100-1700-600.210.000 157.58 REYNA RIVERA 12/12/2023 COLUMN PUBLIC NOTICE.COM PH BID AMENDMENT 100-1700-600.210.000 153.79 RICHARD FIGUEROA 12/1/2023 WAL-MART EXTERNAL HARD-DRIVES (23-1486/HOMICIDE CASE) 100-2200-600.250.000 128.10 RICHARD FIGUEROA 12/18/2023 76 GAS STATION FUEL -N123 701-9200-600.257.000 57.64 ROBYN LEWIS 11/30/2023 PARTY CITY CHRISTMAS FLOAT DECORATIONS 100-2100-600.250.000 36.25 ROBYN LEWIS 12/5/2023 ME N EDS PIZZA LUNCH FOR SIG TRAINING 100-2200-600.250.000 130.68 ROBYN LEWIS 12/5/2023 SIERRA MARKET SUPPLIES FOR LUNCH/SIG TRAINING 100-2200-600.250.000 9.99 ROBYN LEWIS 12/6/2023 AMAZON SUPPLIES 100-2100-600.250.000 13.00 ROBYN LEWIS 12/6/2023 AMAZON SUPPLIES-EXTERNAL HARD DRIVE DETECTIVES UNIT 100-2100-600.250.000 57.48 ROBYN LEWIS 12/6/2023 PITNEY BOWES POSTAGE INK 100-2200-600.400.000 117.02 ROBYN LEWIS 12/7/2023 ME N EDS PIZZA LUNCH FOR SIG TRAINING 100-2200-600.250.000 118.10 ROBYN LEWIS 12/11/2023 AMAZON SUPPLIES - THUMB DRIVES DETECTIVE UNIT 100-2100-600.250.000 78.08 ROBYN LEWIS 12/18/2023 BLOOMIE'S CARD FOR OFC GORMAN - FATHER PASSED 100-2100-600.250.000 5.37 ROBYN LEWIS 12/19/2023 WAL-MART LUNCH SANDWICHES FOR WARRANT DETAIL 100-2100-600.400.000 89.49 ROBYN LEWIS 12/20/2023 FROM YOU FLOWERS PLANT FOR OFC FORMAN - FATHER PASSED 100-2100-600.400.000 83.40 ROBYN LEWIS 12/21/2023 GALLS REFUND 100-2100-600.400.000 (83.90) ROBYN LEWIS 12/21/2023 WRISTBAND BROS WRISTBANDS FOR CARRASCO MEMORIAL 100-2100-600.400.000 232.00 RUDOLFO ALCARAZ 12/3/2023 SAM'S CLUB SNACK BAR 800-0000-121.000.000 178.98 RUDOLFO ALCARAZ 12/9/2023 LEGENDS TAPHOUSE UNIFORM INSPECTION BREAKFAST 100-2300-600.400.000 784.62 TIFFANY FLORES 11/30/2023 DELI DELICIOUS REBRAND KICK-OFF MEETING: CM AND A. AGUIRRE 100-1300-610.920.000 19.76 TIFFANY FLORES 11/30/2023 DELI DELICIOUS REBRAND KICK-OFF MEETING: CM AND A. AGUIRRE 100-1300-610.920.000 3.62 TIFFANY FLORES 12/5/2023 DOMINO'S PIZZA COUNCIL MEETING 100-1300-610.920.000 53.08 TIFFANY FLORES 12/5/2023 DOMINO'S PIZZA COUNCIL MEETING 100-1300-610.920.000 36.86 TIFFANY FLORES 12/11/2023 AMAZON.COM OFFICE SUPPLIES 100-1300-600.250.000 118.65 TIFFANY FLORES 12/15/2023 RITE AID EMPLOYEE APPRECIATION 100-1300-610.000.000 50.00 TIFFANY FLORES 12/18/2023 DROPBOX.COM SUBSCRIPTION 100-1300-610.900.000 19.99 TIM CANNON 12/14/2023 SHELL OIL GAS STATION FUEL - TRAINING 701-9200-600.257.000 73.22 TIM CANNON 12/18/2024 HILTON HOTEL - TRAINING HOTEL - TRAINING 100-2200-610.910.000 738.30 84,136.57

Page 7 of 7 ends

February 5, 2024 Council Packet Page 25
CITY MANAGER’S/STAFF’S REPORT
COUNCIL AND SELMA PUBLIC FINANCING AUTHORITY MEETING DATE:

February 5, 2024
__________________________________________________________________________ ITEM NO: 1.A
SUBJECT: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SELMA

AUTHORIZING AND APPROVING THE ISSUANCE OF LEASE
REVENUE BONDS, 2024 SERIES A (WASTEWATER

INFRASTRUCTURE PROJECTS), IN THE AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $8,000,000; APPROVING THE

EXECUTION AND DELIVERY OF A SITE AND FACILITY LEASE, A

LEASE AGREEMENT, A TERM SHEET AND A PLACEMENT AGENT

AGREEMENT, AND AUTHORIZING ACTIONS AND EXECUTION OF

DOCUMENTS RELATED THERETO
ITEM NO: 1.B
SUBJECT: RESOLUTION OF THE SELMA PUBLIC FINANCING AUTHORITY APPROVING THE ISSUANCE OF LEASE REVENUE BONDS, 2024

SERIES A (WASTEWATER INFRASTRUCTURE PROJECTS), IN THE
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $8,000,000;

APPROVING THE EXECUTION AND DELIVERY OF A SITE AND

FACILITY LEASE, A LEASE AGREEMENT, AN ASSIGNMENT

AGREEMENT, AN INDENTURE, A TERM SHEET AND A
PLACEMENT AGENT AGREEMENT; AND AUTHORIZING ACTIONS

AND EXECUTION OF DOCUMENTS RELATED THERETO
______________________________________________________________________________ BACKGROUND: In order to support housing development, meet our Regional Housing Needs Allocation (RHNA) target, and facilitate economic development, the City of Selma is in need of significant upgrades, repairs, and construction of wastewater collection facilities within the City. Currently, various residential and commercial development projects are at a stand-still due to the high cost of the necessary upgrades. Development/reimbursement agreements would be entered into between the City and the developers of the benefitting projects to reimburse the City for the cost of the improvements.

The Selma Wastewater Collection Infrastructure Upgrade Project (“the Project”) will provide significant benefits to the Selma community and residents of Fresno County by funding critical infrastructure to support jobs and housing.

Selma is one of Fresno County’s most prominent small cities, located centrally on State Route (SR) 99 within a 15-minute drive south of Fresno along SR 99. The City of Fresno, which is Selma’s metropolitan neighbor to the north, has itself been on a growth trajectory and is experiencing housing inventory shortages, making some of the outlying communities, like Selma, attractive to people who want to remain in the Fresno-Metro region.

February 5, 2024 Council Packet Page 26
Despite its ideal location along SR 99 and its existing commercial activity, Selma’s economic growth has been limited by a lack of investment in critical infrastructure. The City’s aging sewer infrastructure, in particular, is at capacity in many areas of town suitable for infill development. Additionally, many areas planned for development near or just outside the City limits depend on very expensive new sewer mains and trunk lines, which make many projects difficult to fund without issuing debt because of the cost and extent of the infrastructure required.

Making the necessary investments in critical infrastructure will facilitate and encourage housing development. This additional housing development and population growth is likely to result in additional commercial development and job creation, while supporting further economic development.

DISCUSSION: City staff has been working with its independent municipal advisor, NHA Advisors, to analyze and evaluate the capacity to finance the Project. NHA Advisors and the financing team have conducted their own due diligence to ascertain a preferred Plan of Finance that funds the Project and helps maintain the City’s financial sustainability and resiliency. The Project will include the East Selma Wastewater Trunk Line Project.

Bond Structure:

The legal structure for the contemplated bond financing (“2024 Bonds”) will be a lease revenue bond structure. Under such structure, the City’s General Fund revenues provide repayment for the 2024 Bonds, and physical assets are required to serve as the “Leased Asset” to support the financing. This financing structure is similar to what the City executed in 2015 to refinance prior Lease Obligations. Under a lease revenue financing structure, a City cannot legally make debt payments unless it has beneficial use and possession of the facilities that will serve as the leased asset for the financing. The fair rental value of the leased property must be no less than the debt service on the lease revenue bonds. There is no security interest (lien) given in the City leased property.

Existing City assets have been identified as of suitable quality and value to serve as leased assets. These leased assets to support the 2024 Bonds are expected to include Fire Station No. 2, the Old Police Station, the Selma Arts Center and the City’s existing wastewater system. Following installation of the East Selma Wastewater Trunk Line Project, the City’s existing wastewater system is expected to be substituted out of the leased property and the East Selma Wastewater Trunk Line Project is expected to be added in its place. The purchaser of the bonds will be reviewing the proposed properties as part of its credit approval process.

It is expected that the 2024 Bonds will be supported by a level annual lease payment structure that begins amortizing principal immediately and has a final maturity of February 1, 2049.

Financing Documents and Schedule:

Being presented for approval by the City Council and the Authority, as applicable, are the following documents:

Site and Facility Lease: This is an agreement between the City and the Authority providing the mechanism from which the Authority may then lease the identified asset back to the City in exchange for the lease payments sufficient to pay debt service on the 2024 Bonds.

February 5, 2024 Council Packet Page 27
Lease Agreement: This agreement provides for the leasing of the identified asset back from the Authority to the City in exchange for semi-annual lease payments commensurate with the debt service on the 2024 Bonds. The City’s General Fund will make the lease payments over the term of the Lease Agreement.

Assignment Agreement: This is an agreement between the Authority and the Trustee providing the mechanism from which the Authority assigns its rights, title and interest in and to the Lease and Site Lease to the Trustee.

Indenture: The Indenture formalizes the relationship between the Selma Public Financing Authority (issuing the 2024 Bonds) and U.S. Bank Trust Company, National Association (“U.S. Bank”) as trustee for the 2024 Bonds. The Indenture describes the terms of the 2024 Bonds, including the payment terms and schedule, prepayment options, other covenants related to the 2024 Bonds, and other administrative items.

Term Sheet: This document summarizes the key terms offered by Capital One Public Funding, LLC (“Purchaser”). Pending approval by the City Council and the Authority, the terms in this document will be used to fill in many of the terms in the other documents.

Placement Agent Agreement: The Placement Agent Agreement among the City, the Authority and Oppenheimer & Co. Inc., which is acting as placement agent for the 2024 Bonds. This agreement defines Oppenheimer & Co. Inc.'s role in placing the 2024 Bonds with the Purchaser and identifies the amount to be paid to Oppenheimer & Co. Inc. for services provided in that role. This fee is contingent upon a successful closing of the 2024 Bonds.

If City Council and Authority Board elect to approve the two resolutions, City staff will work with the financing team to immediately ready the 2024 Bond transaction for a private placement. Below is a summary of the anticipated financing schedule:

Date Activity
2/5/24 City Council and Authority Board Approve Financing Resolutions 2/6/24 Sign Term Sheet
Before 4/4/24 Close Financing
The City Council resolution sets forth certain parameters upon any sale of the Bonds. These parameters include a par amount of the bonds not to exceed $8,000,000.

FISCAL IMPACT: Based on the term sheet, a General Fund backed lease financing that raises approximately $8,000,000 million for wastewater collection facilities will cost approximately $566,000 annually in lease payments through February 1, 2049, with payments beginning August 1, 2024.
______________________________________________________________________________ RECOMMENDATION: Adoption of each of the resolutions.
_____________________________________________________________________________

February 5, 2024 Council Packet Page 28
____________/s/___________________ 2/5/24
Fernando Santillan Date
City Manager/Executive Director
ATTACHMENT(S):

1. City Council Resolution

2. Selma Public Financing Authority Resolution

3. Lease Agreement

4. Site and Facility Lease

5. Assignment Agreement

6. Indenture

7. Term Sheet

8. Placement Agent Agreement
February 5, 2024 Council Packet Page 29
136157887.4
RESOLUTION NO. ___

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SELMA

AUTHORIZING AND APPROVING THE ISSUANCE OF LEASE REVENUE BONDS, 2024 SERIES A (WASTEWATER INFRASTRUCTURE PROJECTS), IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $8,000,000;

APPROVING THE EXECUTION AND DELIVERY OF A SITE AND

FACILITY LEASE, A LEASE AGREEMENT, A TERM SHEET AND A

PLACEMENT AGENT AGREEMENT, AND AUTHORIZING ACTIONS AND

EXECUTION OF DOCUMENTS RELATED THERETO
WHEREAS, the Selma Public Financing Authority (the “Authority”) has been formed pursuant to a Joint Exercise of Powers Agreement, dated as of February 18, 1992 (the “Agreement”), by and between the City of Selma (the “City”) and the Successor Agency to the Redevelopment Agency of the City of Selma, and is authorized under the Agreement and under the laws of the State of California (the “State”) to finance and refinance public capital improvements for any of its members; and
WHEREAS, the City desires to finance the acquisition, construction and improvement of wastewater collection infrastructure projects in the City (the “Wastewater Infrastructure Projects”); and
WHEREAS, it has been proposed that the Authority assist the City in providing funds to finance the Wastewater Infrastructure Projects by entering into an Indenture, dated as of February 1, 2024 (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association, as trustee and providing for the issuance and delivery of the Authority’s Lease Revenue Bonds, 2024 Series A (Wastewater Infrastructure Projects) (the “Bonds”); and
WHEREAS, Section 5852.1 of the Government Code of the State requires that the governing body of a public body prior to authorizing the issuance of bonds with a term of greater than 13 months, obtain good faith estimates of the following information in a meeting open to the public: (a) the true interest cost of the bonds, (b) the sum of all fees and charges paid to third parties with respect to the bonds, (c) the amount of proceeds of the bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the bonds, and (d) the sum total of all debt service payments on the bonds calculated to the final maturity of the bonds plus the fees and charges paid to third parties not paid with the proceeds of the bonds;

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

Section 1. Approval of Bonds. The City Council hereby approves the issuance and sale of the Authority’s Lease Revenue Bonds, 2024 Series A (Wastewater Infrastructure Projects), in the aggregate principal amount not to exceed $8,000,000 to be issued in accordance with the terms of, and in the form set forth in, the Indenture. The Mayor or the City Manager or their individual designees (each, a “Responsible Officer”) are each hereby authorized to accept a February 5, 2024 Council Packet Page 30
136157887.4
proposal to purchase the Bonds from Capital One Public Funding, LLC (the “Purchaser”) in accordance with the Term Sheet (defined below); provided, however, that the interest rate on the Bonds shall not exceed the interest rate set forth in the Term Sheet presented to the City Council.

The Bonds may be issued on a bank qualified or non-bank qualified basis as determined by a Responsible Officer (defined herein).

Section 2. Approval of the Site and Facility Lease. The City Council hereby approves the Site and Facility Lease in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting. Any Responsible Officer is each hereby authorized to execute the Site and Facility Lease in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 3. Approval of the Lease Agreement. The City Council hereby approves the Lease Agreement in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting. Any Responsible Officer is hereby authorized to execute the Lease Agreement in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 4. Private Placement; Placement Agent Agreement. Any Responsible Officer is authorized to accept the proposal to purchase the Bonds described in the term sheet (the “Term Sheet”) the Purchaser. The City Council hereby approves the Term Sheet in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting.

Any Responsible Officer is hereby authorized to execute the Term Sheet in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. The City Council hereby approves private placement of the Bonds, subject to the authorization and limitations set forth herein and final delivery of the documents authorized hereby. The City Council hereby approves the Placement Agent Agreement in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting. Any Responsible Officer is hereby authorized to execute the Placement Agent Agreement, in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 5. Good Faith Cost Estimates. In accordance with Section 5852.1 of the Government Code of the State, good faith estimates of the following are set forth on Exhibit A attached hereto: (a) the true interest cost of the Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Bonds, (c) the amount of proceeds of the Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Bonds, and (d) the sum total of all debt service payments on the Bonds calculated to the final maturity of the Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Bonds.

February 5, 2024 Council Packet Page 31
136157887.4
Section 6. Official Actions. The Responsible Officers, the City Clerk and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all other actions, including the publication of any notices necessary or desirable in connection with the issuance and sale of the Bonds, the release or substitution of properties leased under the Site and Facility Lease and the Lease Agreement through amendments in accordance with their respective terms, procurement of municipal bond insurance, if any, and reserve fund surety bond, if any, elimination of a reserve fund, and execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, deem necessary or advisable to consummate the lawful issuance and sale of the Bonds and the consummation of the transactions as described herein.

Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.

February 5, 2024 Council Packet Page 32
136157887.4
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Selma, California held on the ___ day of _________ 2024.

CITY OF SELMA
_________________________________
Scott Robertson, Mayor
ATTEST:
_____________________________
Reyna Rivera, City Clerk
February 5, 2024 Council Packet Page 33
136157887.4

STATE OF CALIFORNIA )

COUNTY OF FRESNO )

CITY OF SELMA )
I, Reyna Rivera, City Clerk of the City of Selma, California do hereby certify that the foregoing Resolution No. 24-__ was duly and regularly adopted at a regular meeting of the City Council of the City of Selma, California, held on _________ 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

By
Reyna Rivera, City Clerk
February 5, 2024 Council Packet Page 34
136157887.4

EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by NHA Advisors, LLC, the City’s Municipal Advisor (the “Municipal Advisor”).

Principal Amount. The Municipal Advisor has informed the City that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be sold is $8,000,000 (the “Estimated Principal Amounts”).

True Interest Cost of the Bonds. The Municipal Advisor has informed the City that, assuming that the respective Estimated Principal Amounts of the Bonds are sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 4.93%.

Finance Charge of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amounts of the Bonds are sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $250,000.

Amount of Proceeds to be Received. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amounts of the Bonds are sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the City for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any capitalized interest on the Bonds paid or funded with proceeds of the Bonds, is $7,750,000.

Total Payment Amount. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amounts of the Bonds are sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay lease payments that will pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the respective proceeds of the Bonds, calculated to the final maturity of the Bonds, is $14,043,194.

The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates on January 29, 2024. The actual principal amount of the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual February 5, 2024 Council Packet Page 35
136157887.4
principal amount of Bonds sold being different from the respective Estimated Principal Amounts, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the City’s financing plan, or a combination of such factors. The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the City based on various factors. The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the City.

February 5, 2024 Council Packet Page 36
RESOLUTION NO. ___

RESOLUTION OF THE SELMA PUBLIC FINANCING

AUTHORITY APPROVING THE ISSUANCE OF LEASE
REVENUE BONDS, 2024 SERIES A (WASTEWATER

INFRASTRUCTURE PROJECTS), IN THE AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $8,000,000;

APPROVING THE EXECUTION AND DELIVERY OF A SITE

AND FACILITY LEASE, A LEASE AGREEMENT, AN

ASSIGNMENT AGREEMENT, AN INDENTURE, A TERM
SHEET AND A PLACEMENT AGENT AGREEMENT; AND

AUTHORIZING ACTIONS AND EXECUTION OF DOCUMENTS

RELATED THERETO
WHEREAS, the Selma Public Financing Authority (the “Authority”) has been formed pursuant to a Joint Exercise of Powers Agreement, dated February 18, 1992 (the “Agreement”), by and between the City of Selma (the “City”) and the Successor Agency to the Redevelopment Agency of the City of Selma, and is authorized under the Agreement and under the laws of the State of California (the “State”) to finance and refinance public capital improvements for any of its members; and
WHEREAS, the City desires to finance the acquisition, construction and improvement of wastewater collection infrastructure projects in the City (the “Wastewater Infrastructure Projects”); and
WHEREAS, it has been proposed that the Authority assist the City in providing funds to finance the Wastewater Collection Infrastructure Projects by entering into an Indenture, dated as of February 1, 2024 (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association, as trustee, and providing for the issuance and delivery of the Authority’s Lease Revenue Bonds, 2024 Series A (Wastewater Infrastructure Projects) (the “Bonds”); and
WHEREAS, Section 5852.1 of the Government Code of the State requires that the governing body of a public body prior to authorizing the issuance of bonds with a term of greater than 13 months, obtain good faith estimates of the following information in a meeting open to the public: (a) the true interest cost of the bonds, (b) the sum of all fees and charges paid to third parties with respect to the bonds, (c) the amount of proceeds of the bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the bonds, and (d) the sum total of all debt service payments on the bonds calculated to the final maturity of the bonds plus the fees and charges paid to third parties not paid with the proceeds of the bonds;
WHEREAS, the Board of Directors (the “Board) of the Authority has duly considered the issuance and sale of the Bonds and wishes at this time to approve the issuance and sale of the Bonds; and
February 5, 2024 Council Packet Page 37
WHEREAS, the City Council has approved the Site and Facility Lease, the Lease, the Term Sheet (defined below) and the Placement Agent Agreement;

NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SELMA PUBLIC

FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. Approval of the Issuance of the Bonds. The Board hereby approves the issuance and sale of the Bonds in the aggregate principal amount not to exceed $8,000,000, to be issued in accordance with the terms of, and in the form set forth in, the Indenture. The Chairman, the Vice-Chairman, or the Executive Director of the Authority, or their individual designeess, or any member of the Board (each, a “Responsible Officer”) are each hereby authorized to accept a proposal to purchase the Bonds from Capital One Public Funding, LLC (the “Purchaser”) in accordance with the Term Sheet; provided, however, that the interest rate on the Bonds shall not exceed the interest rate set forth in the Term Sheet presented to the City Council. The Bonds may be issued on a bank qualified or non-bank qualified basis as determined by a Responsible Officer (defined herein).

Section 2. Approval of the Site and Facility Lease. The Board hereby approves the Site and Facility Lease in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any Responsible Officer is hereby authorized to execute the Site and Facility Lease in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 3. Approval of the Lease Agreement. The Board hereby approves the Lease Agreement in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any Responsible Officer is hereby authorized to execute the Lease Agreement in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 4. Approval of the Assignment Agreement. The Board hereby approves the Assignment Agreement in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any Responsible Officer is hereby authorized to execute the Assignment Agreement in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 5. Approval of the Indenture. The Board hereby approves the Indenture in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any Responsible Officer is hereby authorized to execute the Indenture in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

February 5, 2024 Council Packet Page 38
Section 6. Private Placement; Placement Agent Agreement. Any Responsible Officer is authorized to accept the proposal to purchase the Bonds described in the term sheet (the “Term Sheet”) of the Purchaser. The Board hereby approves the Term Sheet in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any Responsible Officer is hereby authorized to execute the Term Sheet in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. The Board hereby approves private placement of the Bonds, subject to the authorization and limitations set forth herein and final delivery of the documents authorized hereby. The Board hereby approves the Placement Agent Agreement in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any Responsible Officer is hereby authorized to execute the Placement Agent Agreement, in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 7. Good Faith Cost Estimates. In accordance with Section 5852.1 of the Government Code of the State, good faith estimates of the following are set forth on Exhibit A attached hereto: (a) the true interest cost of the Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Bonds, (c) the amount of proceeds of the Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Bonds, and (d) the sum total of all debt service payments on the Bonds calculated to the final maturity of the Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Bonds.

Section 8. Official Actions. The Responsible Officers, the Secretary, and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all other actions, including the publication of any notices necessary or desirable in connection with the issuance and sale of the Bonds, the release or substitution of properties leased under the Site and Facility Lease and the Lease Agreement through amendments in accordance with their respective terms, procurement of a municipal bond insurance policy, if any, and reserve fund surety bond, if any, elimination of a reserve fund, and execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, deem necessary or advisable to consummate the lawful issuance and sale of the Bonds and the consummation of the transactions as described herein.

Section 9. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.

February 5, 2024 Council Packet Page 39
PASSED AND ADOPTED at a regular meeting of Board of Directors of the Selma Public Financing Authority held on the __ day of __________ 2024.

SELMA PUBLIC FINANCING AUTHORITY
_________________________________
Scott Robertson, Chairperson
ATTEST:
_______________________________
Reyna Rivera, Secretary
February 5, 2024 Council Packet Page 40

STATE OF CALIFORNIA )

COUNTY OF FRESNO )

CITY OF SELMA )
I, Reyna Rivera, Secretary of the Selma Public Financing Authority do hereby certify that the foregoing Resolution No. 24-__ was duly and regularly adopted at a regular meeting of the Selma Public Financing Authority held on __________, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

By
Reyna Rivera, Secretary
February 5, 2024 Council Packet Page 41

EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the Authority by NHA Advisors, LLC, the City’s Municipal Advisor (the “Municipal Advisor”).

Principal Amount. The Municipal Advisor has informed the Authority that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be sold is $8,000,000 (the “Estimated Principal Amounts”).

True Interest Cost of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the respective Estimated Principal Amounts of the Bonds are sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 4.93%.

Finance Charge of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amounts of the Bonds are sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $250,000.

Amount of Proceeds to be Received. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amounts of the Bonds are sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Authority for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any capitalized interest on the Bonds paid or funded with proceeds of the Bonds, is $7,750,000.

Total Payment Amount. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amounts of the Bonds are sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Authority will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the respective proceeds of the Bonds, calculated to the final maturity of the Bonds, is $14,043,194.

The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates on January 29, 2024. The actual principal amount of the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual February 5, 2024 Council Packet Page 42
principal amount of Bonds sold being different from the respective Estimated Principal Amounts, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the Authority’s financing plan, or a combination of such factors. The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the Authority based on various factors. The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Authority.

February 5, 2024 Council Packet Page 43
AFTER RECORDATION PLEASE RETURN TO:

Norton Rose Fulbright US LLP
555 South Flower Street, Suite 4100
Los Angeles, California 90071
Attention: Stepan A. Haytayan, Esq.

LEASE AGREEMENT
Dated as of February 1, 2024
by and between

SELMA PUBLIC FINANCING AUTHORITY
and

CITY OF SELMA
Relating to
$[Par Amount]
Selma Public Financing Authority
Lease Revenue Bonds, 2024 Series A
(Wastewater Infrastructure Projects)
THIS IS A FINANCING DOCUMENT.

NO DOCUMENTARY TRANSFER TAX IS DUE PURSUANT
TO REVENUE AND TAXATION CODE SECTION 11922

AND THIS DOCUMENT IS EXEMPT FROM RECORDING FEES
PURSUANT TO GOVERNMENT CODE SECTION 27383
February 5, 2024 Council Packet Page 44
SECTION 1. DEFINITIONS ................................................................................................. 2 SECTION 2. TERM .............................................................................................................. 3 SECTION 3. RENTAL .......................................................................................................... 3 SECTION 4. USE OF PROCEEDS ...................................................................................... 5 SECTION 5. MAINTENANCE, UTILITIES, TAXES AND ASSESSMENTS .................. 5 SECTION 6. CHANGES TO THE LEASED PROPERTY .................................................. 6 SECTION 7. TAX COVENANTS ........................................................................................ 6 SECTION 8. SUBSTITUTION, ADDITION AND RELEASE OF PROPERTY.............. 10 SECTION 9. INSURANCE ................................................................................................. 11 SECTION 10. DAMAGE, DESTRUCTION AND CONDEMNATION;
APPLICATION OF NET PROCEEDS ......................................................... 13 SECTION 11. DEFAULT ..................................................................................................... 14 SECTION 12. PREPAYMENT AND CREDITS.................................................................. 16 SECTION 13. MECHANICS’ LIENS .................................................................................. 17 SECTION 14. QUIET ENJOYMENT................................................................................... 17 SECTION 15. INDEMNIFICATION.................................................................................... 17 SECTION 16. ASSIGNMENT .............................................................................................. 18 SECTION 17. ABATEMENT OF RENTAL ........................................................................ 18 SECTION 18. CONTINUING DISCLOSURE ..................................................................... 19 SECTION 19. WAIVER........................................................................................................ 19 SECTION 20. NET LEASE .................................................................................................. 19 SECTION 21. AMENDMENTS. .......................................................................................... 19 SECTION 22. ESSENTIALITY............................................................................................ 20 SECTION 23. GOVERNING LAW ...................................................................................... 20 SECTION 24. NOTICES ....................................................................................................... 20 SECTION 25. VALIDITY AND SEVERABILITY ............................................................. 20 SECTION 26. SECTION HEADINGS ................................................................................. 21 SECTION 27. NO MERGER ................................................................................................ 21 SECTION 28. EXECUTION ................................................................................................. 21 EXHIBIT A-1 — DESCRIPTION OF THE LEASED REAL PROPERTY
EXHIBIT A-2 — DESCRIPTION OF THE LEASED WASTEWATER SYSTEM PROPERTY EXHIBIT B — BASE RENTAL PAYMENT SCHEDULE
February 5, 2024 Council Packet Page 45

LEASE AGREEMENT
This Lease Agreement, dated as of February 1, 2024 (this “Lease”), is made by and between the SELMA PUBLIC FINANCING AUTHORITY, a joint powers authority duly organized and existing under the Constitution and the laws of the State of California (the “Authority”), as lessor, and the CITY OF SELMA, a general law city duly organized and existing under the laws of the State of California (the “City” or “Lessee”), as lessee.

RECITALS:

WHEREAS, the City of Selma, California (the “City”) and the Successor Agency to the Redevelopment Agency of the City of Selma, have entered into a Joint Exercise of Powers Agreement, dated as of February 18, 1992, establishing the Selma Public Financing Authority (the “Authority”) for the purpose of, among other things, issuing its bonds to be used to provide financing and refinancing of obligations of the City; and WHEREAS, the Authority has determined to issue its Lease Revenue Bonds, 2024 Series A in the aggregate principal amount of $[Par Amount] (the “Bonds”) pursuant to an Indenture, dated as of February 1, 2024 (the “Indenture”), by and between the Authority and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”) for the purposes of (i) funding all or a portion of the Project, (ii) funding a debt service reserve for the Bonds, (iii) funding a portion of interest for the Bonds and (iv) paying the related costs of issuing the Bonds; and WHEREAS, in connection with the issuance of the Bonds, the City and the Authority have entered into a Site and Facility Lease, dated as of February 1, 2024 (the “Site Lease”), whereby the Authority has agreed to lease the Leased Property described in Exhibit A-1 and Exhibit A-2, consisting of the [_____] in the City; and WHEREAS, the Authority, pursuant to this Lease, will sublease the Leased Property described in Exhibit A-1 and Exhibit A-2 to the City, in consideration for base rental payments to be made by the City pursuant to this Lease, in accordance with the base rental schedule in Exhibit B, that corresponds in amount to the principal and interest coming due with respect to the Bonds; 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;
NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

February 5, 2024 Council Packet Page 46
SECTION 1. DEFINITIONS
Terms used herein and not otherwise defined herein but defined in the Indenture shall have the meanings ascribed to them in the Indenture. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease, have the meanings herein specified, the following definitions to be equally applicable to both the singular and plural forms of any of the terms herein defined:
“Additional Rental Payments” means Additional Rental Payments due under Section 3(b) hereof.
“Base Rental Payments” means base rental payments to be made by the City in accordance with this Lease, including the base rental schedule attached hereto as Exhibit B in connection with the Bonds.
“Expiration Date” means February 1, 20___.
“Final Completion of the Project” means the construction, the installation of improvements and the substantial readiness of the Project for use and occupancy by the City (subject to minor architectural finish items e.g., “punch list” items) as evidenced by the delivery of the Written Certificate of Project Completion (in the form of Exhibit E to the Indenture). “Insurance Consultant” means an individual or firm retained by the City as an independent insurance consultant, experienced in the field of risk management. “Interest Component” means the interest component of any Base Rental Payments as set forth in Exhibit B hereto.
“Lease” means this Lease Agreement as it may be amended from time to time in accordance with Section 8.
“Leased Property” means, collectively, the Leased Real Property and the Leased Wastewater System Property .
“Leased Real Property” means the Leased Real Property of the City, as more particularly described in Exhibit A-1.
“Leased Wastewater System Property” means the Leased Wastewater System Property of the City, as more particularly described in Exhibit A-2. “Net Proceeds” means proceeds of any casualty or title insurance or condemnation awards, paid with respect to the Leased Property remaining after payment therefrom of all expenses in the collection thereof.
“Permitted Encumbrances” means, with respect to the Leased Property, as of any particular time, (i) the Site Lease; (ii) this Lease, (iii) the Indenture, (iv) the Assignment Agreement and the Trustee’s and the Authority’s interests in the Leased Property, (v) liens for taxes and assessments not then delinquent, (vi) utility, access and other easements and rights of way, February 5, 2024 Council Packet Page 47
restrictions and exceptions that as certified in a Certificate of the City will not interfere with or impair the use intended to be made of the Leased Property; (vii) encumbrances upon any additions and improvements to the Leased Property as permitted in this Lease and which do not materially impair the use intended to be made of the portions of the Leased Property other than such additions and improvements; (viii) any sublease or use permitted by this Lease, (viii) covenants, conditions or restrictions or liens of record relating to the Leased Property and existing on the Closing Date; and (ix) such minor defects, irregularities, encumbrances and clouds on title as normally exist with respect to property similar in character to the Leased Property and as do not materially impair the use intended to be made of property affected thereby.
“Principal Component” means the principal component of any Base Rental Payments as set forth in Exhibit B hereto.

SECTION 2. TERM
The Authority hereby leases to the City and the City hereby leases from the Authority, on the terms and conditions hereinafter set forth, the Leased Property. The term of this Lease shall commence on __________, 2024.

The term of the leasehold interest created hereby shall expire on the earliest of (i) the Expiration Date; (ii) the date the last Base Rental Payment is made under the provisions hereof; or (iii) the date of discharge of all of the Bonds pursuant to Section 10.03 of the Indenture.

Notwithstanding the foregoing, the term of this Lease shall automatically be extended for a period of ten (10) years, if, on the Expiration Date, the Bonds have not been fully discharged, and shall terminate on the date when the Bonds have been fully discharged.

SECTION 3. RENTAL
Subject to the provisions of Sections 11 and 16 hereof, the City agrees to pay to the Authority, its successors or assigns, as rental for the use and possession of the Leased Property, the following amounts at the following times:
(a) Base Rental Payments; Additional Rental Payments. The City shall pay the Base Rental Payments to the Trustee, as assignee of the Authority, as hereinafter provided, in accordance with the Base Rental Payment Schedule attached hereto as Exhibit B, less any amounts credited against the Base Rental Payments pursuant to Section 4.02(c) of the Indenture. The City shall pay to the Trustee the Base Rental Payments coming due fifteen (15) Business Days prior to the next succeeding February 1 and August 1, respectively, as set forth in Exhibit B and such payments shall constitute payment in arrears in consideration for the City’s use and possession of the Leased Property for the six-month period preceding the due date of such Base Rental Payments. (b) Additional Rental Payments. The City shall also pay, as “Additional Rental Payments” hereunder, in addition to the Base Rental Payments, to the Trustee, as assignee of the Authority, as hereinafter provided, such amounts in each year as shall be required for the payment of all costs and expenses (not otherwise paid for or provided for out of the proceeds of sale of the Bonds) incurred by the Authority or the Trustee in connection with the execution, performance or enforcement of this Lease or the assignment hereof, the Indenture, or the Authority’s or the Trustee’s interest in the Leased Property, including, but not limited to, all fees, costs and expenses, February 5, 2024 Council Packet Page 48
all administrative costs of the Authority relating to the Leased Property (including, without limiting the generality of the foregoing, salaries and wages of employees, overhead, insurance premiums, taxes and assessments (if any), expenses, compensation and indemnification of the Trustee payable by the Authority under the Indenture), fees and expenses of auditors, accountants, attorneys or engineers, all other reasonable and necessary administrative costs of the Authority or all other fees, expenses and charges required to be paid by the Authority or the Trustee to comply with the terms of the Bonds or of the Indenture. Such Additional Rental Payments shall be billed to the City by the Authority or the Trustee from time to time. Amounts so billed shall be paid by the City within sixty (60) days after receipt of the bill by the City. (c) Fair Rental Value. Such payments of Base Rental Payments and Additional Rental Payments for each rental payment period shall constitute the total rental for such rental payment period, and shall be paid by the City in each rental payment period for and in consideration of the right of the use and possession of, and the continued quiet use and enjoyment of, the Leased Property during each such period for which said rental is to be paid. The City represents and covenants that the useful life of the Leased Property is not shorter than the final maturity of the Bonds. The parties to the Lease specifically acknowledge that the annual fair rental value of the Leased Property is in excess of the maximum annual Base Rental Payments. In making such determination, consideration has been given to other obligations of the parties under this Lease, the uses and purposes which may be served by the Leased Property and the benefits therefrom which will accrue to the City and the general public. The determination of fair rental value of the Leased Property pursuant to this paragraph shall not be deemed to be controlling in connection with a determination of fair value of the Leased Property by the parties hereto for any other purpose.
(d) Payment of Base Rental Payments. Each installment of Base Rental Payments payable hereunder shall be paid in lawful money of the United States of America to the order of the Trustee at the designated corporate trust office of the Trustee in Los Angeles, California, or such other place as the Trustee shall designate. The Base Rental Payments shall be made on a pari passu basis with each other. Notwithstanding any dispute between the City and the Authority, the City shall make all Base Rental Payments when due, without deduction or offset of any kind, and shall not withhold any Base Rental Payments pending the final resolution of any such dispute. In the event of a determination that the City was not liable for said Base Rental Payments or any portion thereof, said Base Rental Payments or excess of payments, as the case may be, shall, at the option of the City, be credited against subsequent Base Rental Payments due hereunder or be refunded at the time of such determination. (e) Increases in Aggregate Base Rental Payments. The City covenants that it shall not permit an increase in the Base Rental Payments without first obtaining an opinion of Bond Counsel to the effect that the incurring of such increased Base Rental Payments will not impair the validity and enforceability of this Lease.
(f) Covenant to Budget and Appropriate. The City covenants to take such action as may be necessary to include all Base Rental Payments and Additional Rental Payments due hereunder in its annual budget and to make the necessary annual appropriations for all such Base Rental Payments and Additional Rental Payments, subject only to abatement as provided in Section 16 hereof. The City will furnish to the Authority and the Trustee annually, on or before February 5, 2024 Council Packet Page 49
October 1, a certificate stating that it has complied with the covenant set forth in this paragraph.

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 agreed to be carried out and performed by the City.

The obligation of the City to make Base Rental Payments or Additional Rental Payments does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation.

Neither the Bonds nor the obligation of the City to make Base Rental Payments or Additional Rental Payments constitutes an indebtedness of the City, the State or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction.

SECTION 4. USE OF PROCEEDS
The parties hereto agree that the proceeds of the Bonds will be used to provide funds to: (i) finance the acquisition, construction and improvement of wastewater collection infrastructure projects in the City (the “Wastewater Infrastructure Projects”), as described herein, (ii) fund a debt service reserve for the Bonds, (iii) fund a portion of interest for the Bonds and (iv) pay the related costs of issuing the Bonds.

SECTION 5. MAINTENANCE, UTILITIES, TAXES AND ASSESSMENTS During such time as the City or any assignee or sublessee thereof is in possession of the Leased Property, all maintenance and repair, ordinary or extraordinary, of the Leased Property shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the payment of (a) all utility services supplied to the Leased Property, (b) the cost of operation of the Leased Property, and (c) the costs of maintenance of and repair to the Leased Property resulting from ordinary wear and tear or want of care on the part of the City. The City shall at the City’s sole cost and expense keep and maintain the Leased Property clean and in a safe and good condition and repair. Without limiting the foregoing, the Leased Wastewater System Property may be maintained by the Selma-Kingsburg-Fowler County Sanitation District under an agreement with the City. The Authority shall have no obligation to alter, remodel, improve, repair, decorate, or paint the Leased Property or any part thereof, and the parties hereto affirm that the Authority has made no representations or warranties to the City respecting the condition of the Leased Property.

The City shall comply with all statutes, ordinances, regulations, and other requirements of all governmental entities that pertain to the occupancy or use of the Leased Property. The Authority has no responsibility or obligation whatsoever to construct any improvements, modifications or alterations to the Leased Property.

The City waives the right to make repairs at the Authority’s expense under Subsection 1 of Section 1932 and Section 1942 of the California Civil Code, or any other such law, statute, or ordinance now or hereafter in effect.

February 5, 2024 Council Packet Page 50
The parties hereto contemplate that the Leased Property will be used for public purposes by the City and, therefore, that the Leased Property will be exempt from all taxes presently assessed and levied with respect to real and personal property, respectively. If the use, possession or acquisition by the Authority or the City of the Leased Property is found to be subject to taxation in any form, the City will pay during the term hereof, as the same respectively become due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Leased Property and any other property acquired by the City in substitution for, as a renewal or replacement of, or a modification, improvement or addition to the Leased Property; provided, that with respect to any governmental charges or taxes that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are accrued during such time as this Lease is in effect.

SECTION 6. CHANGES TO THE LEASED PROPERTY
The City shall have the right during the term of this Lease to acquire and construct improvements or to attach fixtures, structures or signs to the Leased Property if such improvements, fixtures, structures or signs are necessary or beneficial for the use of the Leased Property by the City; provided, however, that no such acquisition or construction shall result in a material reduction in the value of the Leased Property, reduce the fair rental value thereof or substantially alter the nature of the Leased Property.

Upon termination of this Lease, the City may remove any fixture, structure or sign added by the City, but such removal shall be accomplished so as to leave the Leased Property, except for ordinary wear and tear and damage by casualty, in substantially the same condition as it was in before the fixture, structure or sign was attached.

SECTION 7. TAX COVENANTS
(a) Special Definitions. When used in this Section, the following terms have the following meanings:
“Code” means the Internal Revenue Code of 1986.
“Computation Date” has the meaning set forth in section 1.148-1(b) of the Tax Regulations.
“Gross Proceeds” means any proceeds as defined in section 1.148-1(b) of the Tax Regulations (referring to sales, investment and transferred proceeds), and any replacement proceeds as defined in section 1.148-1(c) of the Tax Regulations, of the Bonds. “Investment” has the meaning set forth in section 1.148-1(b) of the Tax Regulations.
“Nonpurpose Investment” means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and that is not acquired to carry out the governmental purposes of that Series of Bonds.

February 5, 2024 Council Packet Page 51
“Rebate Amount” has the meaning set forth in section 1.148-1(b) of the Tax Regulations.
“Tax Regulations” means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code, or section 103 of the 1954 Code, as applicable.
“Yield” of any Investment has the meaning set forth in section 1.148-5 of the Tax Regulations; and of any issue of governmental obligations has the meaning set forth in section

1.148-4 of the Tax Regulations.
(b) Not to Cause Interest to Become Taxable. The City covenants that it shall not use, and shall not permit the use of, and shall not omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner that if made or omitted, respectively, could cause the interest on any Bond to fail to be excluded pursuant to Section 103(a) of the Code from the gross income of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Trustee receives a written opinion of Bond Counsel to the effect that failure to comply with such covenant will not adversely affect such exclusion of the interest on any Bond from the gross income of the owner thereof for federal income tax purposes, the City shall comply with each of the specific covenants in this Section. (c) Private Use or Private Payments. Except as would not cause any Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Tax Regulations, the City shall take all actions necessary to assure that the City at all times prior to the final cancellation of the last of the Bonds to be retired:
(1) exclusively owns, operates and possesses all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds and not use or permit the use of such Gross Proceeds (including through any contractual arrangement with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) does not directly or indirectly impose or accept any charge or other payment by any person or entity (other than a state or local government) who is treated as using any Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds.
(d) No Private Loan. Except as would not cause any Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder, the City shall not use or permit the use of Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity if: (i) February 5, 2024 Council Packet Page 52
property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction that creates a debt for federal income tax purposes; (ii) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (iii) indirect benefits of such Gross Proceeds, or burdens and benefits of ownership of any property acquired, constructed or improved with such Gross Proceeds, are otherwise transferred in a transaction that is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except as would not cause the Bonds to become “arbitrage bonds” within the meaning of section 148 of the Code and the Tax Regulations and rulings thereunder, the City shall not (and shall not permit any person to), at any time prior to the final cancellation of the last Bond to be retired, directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, would materially exceed the Yield of the Bonds within the meaning of said section 148.
(f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Tax Regulations and rulings thereunder, the City shall take or omit to take (and shall not permit any person to take or omit to take) any action that would cause any Bond to be “federally guaranteed” within the meaning of section 149(b) of the Code and the Tax Regulations and rulings thereunder.
(g) Information Report. The Authority shall timely file any information required by section 149(e) of the Code with respect to Bonds with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Tax Regulations:
(1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of Bonds with its other monies, provided that it separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate, the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Tax Regulations and rulings thereunder. The City shall maintain a copy of the calculation with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. The Trustee shall not be responsible for calculating Rebate Amounts or for the adequacy or correctness of any rebate report.

The Trustee may rely conclusively upon and shall be fully protected from all liability in relying upon the Authority’s, the City’s or a rebate analyst’s determinations, opinions, directions, calculations and certifications. The Trustee shall be deemed conclusively to have complied with the provisions of the Indenture and any other agreement relating to the Bonds regarding calculation and payment of rebate if it follows the directions of the February 5, 2024 Council Packet Page 53
Authority, the City or a rebate analyst, and it shall have no independent duty to review or enforce the Authority’s, City’s or rebate analyst’s compliance with such rebate requirements. The Trustee shall have no responsibility to independently make any calculation or determination or to review the City’s calculations hereunder. (3) In order to assure the excludability pursuant to section 103(a) of the Code of the interest on the Bonds from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of the Final Computation Date as defined in section 1.148-3(e)(2) of the Tax Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, such rebate payments shall be made by the City at the times and in the amounts as are or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder, and shall be accompanied by Form 8038-T prepared by the City or such other forms and information as is or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder for execution and filing by the City. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 3(h) of the Regulations. (i) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Tax Regulations and rulings thereunder, the City shall not and shall not permit any person to, at any time prior to the final cancellation of the last of the Bonds to be retired, enter into any transaction that reduces the amount required to be paid to the United States pursuant to paragraph (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and had the Yields on the Bonds not been relevant to either party.
(j) Bonds Not Hedge Bonds. The City represents that none of the Bonds is or will become a “hedge bond” within the meaning of section 149(g) of the Code. As of the date of issuance of the Bonds the City reasonably expects that at least 85% of the spendable proceeds of the Bonds will be expended within the three-year period commencing on such date of issuance, and (B) no more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed yield for a period of four years or more. (k) Elections. The City hereby directs and authorizes any City Representative to make elections permitted or required pursuant to the provisions of the Code or the Tax Regulations, as such Representative (after consultation with Bond Counsel) deems necessary or appropriate in connection with the Bonds, in the Tax Certificate or similar or other appropriate certificate, form or document.

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(l) Closing Certificate. The City agrees to execute and deliver in connection with the issuance of the Bonds a Tax Certificate, or similar document containing additional representations and covenants pertaining to the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes, which representations and covenants are incorporated as though expressly set forth herein.

The City shall at all times do and perform all acts and things permitted by law and this Lease which are necessary or desirable in order to assure that interest paid on the Bonds (or any of them) will be excluded from gross income for federal income tax purposes and shall take no action that would result in such interest not being so excluded. Without limiting the generality of the foregoing, the City agrees to comply with the provisions of the Tax Certificate. This covenant shall survive payment in full or defeasance of the Bonds.

SECTION 8. SUBSTITUTION, ADDITION AND RELEASE OF PROPERTY The parties to the Lease specifically acknowledge that the annual fair rental value of the Leased Property is in excess of the maximum annual Base Rental Payments. The City shall have, so long as this Lease is in effect, and is hereby granted, the option at any time and from time to time, to substitute other property (the “Substitute Property”) for any portion of the Leased Property (the “Former Property”), add to or release any identifiable property and/or improvements currently constituting all or any portion of the Leased Property (in such case, Substitute Property shall mean the Former Property less any portion released pursuant to this Section); provided, that (i) only the 2024A East Trunk Line Project or real property may be substituted for the initial Leased Wastewater System Property, (ii) no real property may be released if the initial Leased Wastewater System Property or the 2024A East Trunk Line Project remains part of the Leased Property upon such release, and (iii) the City shall satisfy all of the following requirements, which are conditions precedent to such substitution:
(a) No default under Section 11 hereof or Event of Default shall have occurred and be continuing;
(b) The City shall file with the Authority and the Trustee, and cause to be recorded in the office of the County Recorder, sufficient memorialization of amendments to this Lease and the Site Lease which replaces Exhibit A-1 and Exhibit A-2 hereto and Exhibit A-1 and Exhibit A-2 to the Site Lease with a description of such Substitute Property which deletes therefrom the description of the Former Property;
(c) The City shall obtain an extended California Land Title Association (“CLTA”) policy of title insurance insuring the City’s fee or leasehold estate in such Substitute Property, the City’s leasehold estate hereunder, and the Authority’s leasehold estate under the Site Lease in such Substitute Property, subject only to Permitted Encumbrances, in an amount not less than the aggregate principal amount of the Outstanding Bonds; provided, however, that this requirement shall not apply to Substitute Property that consists only of Former Property less any released portion and no title insurance shall be required for the 2024A East Trunk Line Project; February 5, 2024 Council Packet Page 55
(d) The City shall provide a Certificate of the City to the Authority and to the Trustee that such Substitute Property constitutes property which the City is permitted to lease under the laws of the State of California;
(e) The substitution of the Substitute Property shall not cause the City to violate any of its covenants, representations and warranties made herein; (f) The City shall file with the Authority and the Trustee a Certificate of the City or other evidence which establishes that the annual fair rental value of the Substitute Property after substitution or release will be at least equal to 100% of the maximum amount of the Base Rental Payments becoming due in the then current fiscal year or in any subsequent fiscal year and the useful economic life of the Substitute Property shall be at least equal to the maximum remaining term of this Lease; and
(g) The City shall furnish to the Trustee an opinion of Bond Counsel addressed to the Trustee, the City and the Authority to the effect that the substitution or release is permitted under this Lease.

Upon the satisfaction of all such conditions precedent, and upon the City delivering to the Authority and the Trustee a Certificate of the City certifying that the conditions set forth in subsections (a), (c) and (e) of this Section have been satisfied, the Term of this Lease shall thereupon end as to the Leased Property and shall thereupon commence as to the Substitute Property, and all references to the Leased Property shall apply with full force and effect to the Substitute Property. The City shall not be entitled to any reduction, diminution, extension or other modification of the Base Rental Payments whatsoever as a result of any substitution or removal hereunder.

SECTION 9. INSURANCE
(a) The City shall secure and maintain or cause to be secured and maintained at all times with insurers of recognized responsibility, or through a program of self-insurance to the extent specifically permitted in this Section 9, all coverage on the Leased Property on which improvements are constructed as required by this Section 9.

Such insurance shall consist of:
(1) Comprehensive general liability coverage against claims for damages including death, personal injury, bodily injury or property damage arising from operations involving the Leased Property. Such insurance shall afford protection with a combined single limit of not less than $1,000,000 per occurrence with respect to bodily injury, death or property damage liability, or such greater amount as may from time to time be recommended by the City’s risk management officer or an independent Insurance Consultant retained by the City for that purpose, subject to a deductible clause of not to exceed $500,000. The City’s obligations under this clause (1) may be satisfied by selfinsurance; (2) The City shall maintain or cause to be maintained, throughout the term of this Lease, casualty insurance against loss or damage to any or all of the Leased February 5, 2024 Council Packet Page 56
Property by fire and lightning, with extended coverage and vandalism and malicious mischief insurance, and against loss of Leased Property by theft. Such extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. The insurance required by this paragraph shall be in an amount not less than the principal amount of the Outstanding Bonds. The City’s obligations under this clause (2) may be satisfied by self-insurance;
(3) Workers’ compensation insurance issued by a responsible carrier authorized under the laws of the State to insure employers against liability for compensation under the Labor Code of the State, or any act enacted as an amendment or supplement thereto or in lieu thereof, such workers’ compensation insurance to cover all persons employed by the City in connection with the Leased Property and to cover full liability for compensation under any such act; provided, however, that the City’s obligations under this clause (3) may be satisfied by self-insurance; and (4) Rental interruption insurance in an amount not less than the maximum remaining scheduled Base Rental Payments in any twenty-four (24) month period, by an insurance provider rated at least “A” by A.M. Best & Company, to insure against loss of use of the Leased Property caused by perils covered by the insurance required in Section 9(a)(1). Such insurance may be maintained as part of or in conjunction with any other rental interruption insurance carried by the City and must list the Authority and the Trustee as additional insured parties. Such insurance shall be in place as of the Closing Date. The net proceeds of such insurance shall be paid to the Trustee and credited toward the payment of the Base Rental Payments in the order in which such Base Rental Payments come due and payable.

All policies or certificates issued by the respective insurers for insurance, with the exception of workers’ compensation insurance, shall provide that such policies or certificates shall not be canceled or materially changed without at least 30 days’ prior written notice to the Authority and the Trustee. Certificates of comprehensive general liability and workers’ compensation insurance shall be furnished by applicable insurers to the City, and, at least ten days prior to the expiration dates of such policies, if any, evidence of renewals shall be deposited with the Trustee.

If the City elects to provide self-insurance pursuant to clauses (1), (2) and/or (3) above, the City shall annually cause to be delivered to the Trustee, upon request, a certificate of an Insurance Consultant certifying to the adequacy of the City’s reserves for such insurance.

All policies or certificates of insurance provided for herein shall name the City as a named insured and the Trustee as an additional insured. All proceeds of insurance maintained under clauses (1) and (3) shall be deposited with the City and under clause (2) shall be deposited with the Trustee.

Notwithstanding the generality of the foregoing, the City shall not be required to maintain or cause to be maintained more insurance than is specifically referred to above or any policies of insurance other than standard policies of insurance with standard deductibles offered by reputable insurers at a reasonable cost on the open market.

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(b) Form of Policies. The City shall deliver to the Trustee on or before the Closing Date and each anniversary of the Closing Date a Certificate of the City that all insurance required under this Lease is in full force and effect. If the City obtains insurance through a pooled insurance program of governmental entities, an annual statement or memorandum of coverage delivered to the Authority and the Trustee will satisfy the requirements of this subsection. The Trustee and the Authority shall not be responsible for the sufficiency of any insurance herein required or payment of premium 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 City. (c) Advances. If the City shall fail to perform any of its obligations under this Section, then the Authority or the Trustee may, but shall not be obligated to, take such action as may be necessary to cure such failure, including the advancement of money on behalf of the City, and the City shall be obligated to repay all such advances as soon as possible.

SECTION 10. DAMAGE, DESTRUCTION AND CONDEMNATION;

APPLICATION OF NET PROCEEDS
If prior to the termination of the term hereof (a) the Leased Property is destroyed (in whole or in part) or is damaged by fire of other casualty, or (b) title to, or the temporary use of, any portion of the Leased Property or the estate of the Authority or the City in the Leased Property or any portion shall be taken under the exercise of the power of eminent domain by any governmental body or by any person or firm or corporation acting under governmental authority, then the City and the Authority shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted the repair or replacement thereof, unless the City elects not to repair or replace the Leased Property or portion thereof, in accordance with the provisions of this Section 10. If Net Proceeds are insufficient to repair or replace the Leased Property or portion thereof, the City shall, to the extent permitted by law, use its best efforts to fund any deficiency from any legally available funds.

If there is an abatement of rental payments pursuant to Section 17 hereof as a result of such casualty or event, and the City elects pursuant to Section 12(a) hereof to apply such insurance proceeds and such other sums as are deposited by the City pursuant to such Section to the prepayment of Base Rental Payments rather than replacing or repairing the destroyed or damaged portion of the Leased Property, then this Lease shall terminate with respect to the destroyed or damaged portion of the Leased Property as of the later of the date of such election by the City or the date the amount required by Section 12(a) hereof is received by the Trustee.

The provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code, including any amendments thereto and any other law which may hereinafter be in force during the term of this Lease which authorizes the termination of this Lease upon the partial or complete destruction of the Leased Property, are hereby waived by the City.

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 Leased 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 should fail or refuse to abide by such covenant and condemns the February 5, 2024 Council Packet Page 58
Leased Property, the value of the Leased Property shall not be less than the greater of (i) if Outstanding Bonds are then subject to redemption, the principal and interest due on the Outstanding Bonds through the date of their redemption, or (ii) if such Outstanding Bonds are not then subject to redemption, the amount necessary to defease such Outstanding Bonds to the first available redemption date in accordance with the Indenture.

The City shall deposit any proceeds received from insurance and condemnation awards with respect to the destruction or partial destruction of Leased Property with the Trustee for deposit into the: (a) 2024A Insurance and Condemnation Fund if the City elects to repair the Leased Property or (b) the Lease Revenue Fund if the City elects to redeem the Outstanding Bonds.

The City shall have forty-five (45) days from the date of any such destruction or partial destruction to determine whether to repair the Leased Property or use insurance and condemnation award proceeds received to redeem such bonds. To the extent that the City determines not to repair the Leased Property and cannot use insurance and condemnation award proceeds to redeem such bonds, the City shall and hereby covenants to substitute property for such Leased Property of equivalent or greater value in accordance with the provisions of Section 7 hereof. If the City determines to repair the Leased Property, disbursements by the Trustee shall only be made upon presentation of a requisition in a form substantially similar to Exhibit C of the Indenture. If the City determines to cause the redemption of less than the full amount of the Outstanding Bonds, such redemption shall only be made to the extent the remaining fair rental value of the Leased Property is sufficient to support the remaining Base Rental Payments supporting debt service on the Outstanding Bonds.

The City shall deposit any 2024A East Trunk Line Project Reimbursements and Development Impact Fees with the Trustee for deposit into the 2024A East Trunk Line Project Reimbursements and Development Impact Fees Fund for application to the redemption of Bonds in accordance with Section 2.03(b) of the Indenture.

SECTION 11. DEFAULT
(a) Each of the following events constitutes an Event of Default hereunder:
(1) Failure by the City to pay any Base Rental Payment or other payment (including Additional Rental Payments) required to be paid hereunder at the time specified herein.
(2) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed hereunder, other than as referred to in the preceding subsection (1), for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Authority. However, if the City notifies the Authority that in its reasonable opinion the failure stated in the notice can be corrected, but not within such thirty (30) day period, the failure will not constitute an Event of Default if the City commences to cure the failure within such thirty (30) day period and thereafter diligently and in good faith cures such failure in a reasonable period of time; provided, that such cure period shall not extend beyond sixty (60) days.

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(3) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Code, as amended, or under any similar acts which may hereafter be enacted.
(b) If default shall be made by the City in the observance or performance of any agreement, condition, covenant or term contained herein required to be observed or performed by it (including, without limitation, the payment of any Base Rental Payments or Additional Rental Payments due hereunder), subject to the provisions of subsection (a)(2) of this Section, the Authority may at any time thereafter (with or without notice and demand and without limiting any other rights or remedies the Authority may have) recover rent and other monetary charges as they become due hereunder without terminating the City’s right to possession of the Leased Property, regardless of whether or not the City has abandoned the Leased Property, and the Authority shall have the right and the City hereby irrevocably appoints the Authority as its agent and attorney in fact for such purpose to attempt to sublet or re-let the Leased Real Property (but not the Leased Wastewater System Property nor the 2024A Trunk Line Projects if substituted therefor under Section 8) at such rent, upon such conditions and for such term, and to do all other acts to maintain or preserve the Leased Real Property, including the removal of persons therefrom or taking possession thereof or the removal of property therefrom to a storage facility located elsewhere in the City, as the Authority deems desirable or necessary, and the City hereby waives any and all claims for any damages that may result to the Leased Real Property thereby except for such damages caused by the gross negligence or intentional misconduct of the person taking such actions; provided, that no such actions shall be deemed to terminate the Lease and the City shall continue to remain liable for any deficiency that may arise out of such re-letting, taking into account expenses incurred by the Authority due to such re-letting, payable at the same time and manner as provided for Base Rental Payments in Section 3(a). In the event the Leased Real Property is re-let, the City shall cooperate with the Authority to provide reasonable parking access for the Leased Real Property.

The Authority expressly waives the right to receive any amount from the City pursuant to Section 1951.2(a)(3) of the California Civil Code. (c) Upon the occurrence and during the continuance of any Event of Default, the Authority may exercise each and every one of the following remedies:
(1) Proceedings at Law or In Equity. If an Event of Default occurs and continues hereunder, the Authority may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. (2) Remedies under the Site Lease. If an Event of Default occurs and continues hereunder, the Authority may exercise its rights under the Site Lease.

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(d) Notwithstanding any other provision of this Lease or the Indenture, in no event shall the Authority have the right to accelerate the payment of any Base Rental Payments hereunder.

SECTION 12. PREPAYMENT AND CREDITS
(a) Prepayment From Net Proceeds.
(1) The City may prepay, from Net Proceeds of insurance or a condemnation award received by it pursuant to Section 9, the Principal Component of Base Rental Payments then unpaid (and corresponding Interest Component), in whole or in part on any date, pursuant to Section 9 hereof, at a prepayment price equal to the sum of the Principal Component prepaid plus accrued interest thereon to the date of prepayment, without premium.
(2) Prepayments made pursuant to this subsection (a) shall be allocated pro rata among the Principal Components of Base Rental Payments relating to the Bonds. (b) Prepayment From 2024A Trunk Line Projects Reimbursements and Development Impact Fees. The City may prepay, from 2024A Trunk Line Projects Reimbursements and Development Impact Fees or equivalent amounts of alternative legally available funds for redemption of Bonds pursuant to Section 2.03(b) of the Indenture, the Principal Component of Base Rental Payments then unpaid (and corresponding Interest Component), in whole or in part on any date (in an integral multiple of $5,000) of the Principal Component of Base Rental Payments (and corresponding Interest Component), so that the aggregate annual amounts of Principal Component of Base Rental Payments which shall be payable after such prepayment shall each be an integral multiple of $5,000, at a prepayment price equal to the sum of the Principal Component prepaid plus accrued interest thereon to the date of prepayment, without premium. (c) Optional Prepayment.

The City may at its option prepay from any source of available moneys for redemption of Bonds pursuant to Section 2.03(b) of the Indenture, all or any part (in an integral multiple of $5,000) of the Principal Component of Base Rental Payments (and corresponding Interest Component), so that the aggregate annual amounts of Principal Component of Base Rental Payments which shall be payable after such prepayment shall each be an integral multiple of $5,000, at a prepayment price equal to the principal amount to be redeemed, plus accrued but unpaid interest to the prepayment date, without premium.

Before making any prepayment pursuant to this Section, the City shall give written notice to the Trustee specifying the date on which the prepayment will be made, which date shall be not less than forty-five (45) days from the date such notice is given unless the Trustee agrees to a shorter period.

The Authority and the City hereby agree that any prepayment in part under this Section and the redemption of any Bonds by the Authority pursuant to Section 2.03(c) of the Indenture shall be credited towards the City’s obligations hereunder at the option of the City in any manner determined in writing delivered to the Trustee by the City. A prepayment made February 5, 2024 Council Packet Page 61
pursuant to this Section shall not cause a defeasance of any Bonds unless the requirements of Section 10.03 of the Indenture are satisfied.

In the event of prepayment in full of the Principal Component of all Base Rental Payments, such that this Lease shall be terminated by its terms as provided in Section 2, all amounts then on deposit under the Indenture which are to be credited to the City’s obligations to make Base Rental Payments shall be credited towards the amounts then required to be so prepaid.

SECTION 13. MECHANICS’ LIENS
In the event the City shall at any time during the term of this Lease cause any improvements or other work to be done or performed or materials to be supplied, in or upon the Leased 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 Leased Property and which may be secured by any mechanics’, materialmen’s or other liens against the Leased Property or the Authority’s interest therein, and will cause any 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 contest any such lien it may do so. 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 14. QUIET ENJOYMENT
The parties hereto mutually covenant that the City, so long as it keeps and performs the covenants and agreements herein contained, shall at all times during the term of this Lease peaceably and quietly have, hold and enjoy the Leased Property without suit, trouble or hindrance from the Authority.

SECTION 15. INDEMNIFICATION
The City shall, to the full extent then permitted by law, indemnify, defend, protect and hold harmless the Authority, the Trustee and their members, officers, directors, agents and employees from and against any and all liabilities, obligations, losses, claims, taxes and damages whatsoever, regardless of the cause thereof (except for claims arising out of willful misconduct or negligence on the part of the Authority or the Trustee or their respective members, officers, directors or employees), and expenses in connection therewith, including, without limitation, reasonable counsel fees and expenses, penalties and interest arising out of or as the result of the entering into of this Lease and the Indenture, the payment of the costs of acquiring the Leased Property or any accident in connection with the operation, use, condition or possession of the Leased Property or any portion thereof resulting in damage to property or injury to or death to any person. The indemnification arising under this section shall continue in full force and effect notwithstanding the full payment of all rent obligations hereunder, the removal or resignation of the Trustee or the termination hereof for any reason. The City agrees not to withhold or abate any portion of the payments required pursuant hereto by reason of any defects, malfunctions, breakdowns or infirmities of the Leased Property. The Authority and the City mutually agree to February 5, 2024 Council Packet Page 62
promptly give notice to each other of any claim or liability hereby indemnified against following either party’s learning thereof.

SECTION 16. ASSIGNMENT
The parties understand that this Lease and the rights of the Authority hereunder, with certain exceptions, will be assigned to the Trustee as provided in the Indenture and the Assignment Agreement, to which assignments the City hereby consents.

Neither this Lease nor any interest of the City hereunder shall be mortgaged, pledged, assigned or transferred by the City by voluntary act or by operation of law or otherwise; provided, however, that the Leased Property may be subleased in whole or in part by the City, but only subject to the following conditions, which are hereby made conditions precedent to any such sublease:
(a) This Lease and the obligation of the City to make all Base Rental Payments and Additional Rental Payments hereunder shall remain the primary obligation of the City; (b) The City shall, within thirty (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 Leased Property to be used for a primary purpose other than a governmental or proprietary function authorized under the provisions of the Constitution and laws of the State of California, as evidenced by a Certificate of the City that is delivered to the Trustee; and
(d) Any sublease of the Leased Property by the City shall explicitly provide that such sublease is subject to all rights of the Authority under this Lease.

SECTION 17. ABATEMENT OF RENTAL
The obligation of the City to pay Base Rental Payments and Additional Rental Payments shall be abated during any period in which by reason of any damage, destruction, condemnation or title defect there is substantial interference with the use by the City of the Leased Property or any portion thereof. Such abatement shall be in an amount such that the resulting Base Rental Payments in any year during which such interference continues does not exceed the fair rental value of the portions of the Leased Property as to which such damage, destruction, taking or title defect does not substantially interfere with the City’s use and right of possession, as evidenced by a Certificate of the City. Such abatement shall continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation, taking or title defect and, with respect to damage to or destruction of the Leased Property, ending with the substantial completion of the work of repair or replacement of the Leased Property, or the portion thereof so damaged or destroyed, and the term of this Lease shall be extended as provided in Section 2 hereof. Notwithstanding the foregoing, to the extent that moneys are available for the payment of Base Rental Paymentsin any of the funds and accounts established under the Indenture, such base rental payments shall not be abated but shall be payable by the City as a special obligation payable solely from such funds and accounts.

February 5, 2024 Council Packet Page 63
SECTION 18. CONTINUING DISCLOSURE
The City will comply with the continuing disclosure requirements applicable to it promulgated under U.S. Securities and Exchange Commission Rule 15c2-12 and will also comply with its obligations under the Continuing Disclosure Agreement, dated as of February 1, 2024, by and between the City and NHA Advisors, LLC related to the Bonds that are subject to Rule 15c2- 12; provided, however, that the sole remedy hereunder in the event of any failure of the City to comply with this covenant shall be an action to compel performance and the City’s failure to comply with any continuing disclosure requirement shall not be deemed a default or an Event of Default.

SECTION 19. 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 be established between the parties in the course of administering this Lease 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 the same or any subsequent default. The acceptance of rent hereunder shall not be, nor be construed to be, a waiver of any term, covenant or condition of this Lease.

SECTION 20. NET LEASE
Subject to the provisions of Section 17 (“Abatement of Rental”), this Lease shall be deemed and construed to be a “Triple-Net-Lease” and the City hereby agrees that rental provided for herein shall be an absolute net return to the Authority, free and clear of any expenses, taxes, fees, insurance premiums, rebate payments, Leased Property costs, reserve deposits, charges or setoffs whatsoever.

SECTION 21. AMENDMENTS.

This Lease may be amended in writing as may be mutually agreed by the Authority and the City; provided, that no such amendment which materially adversely affects the rights of the Owners shall be effective unless it shall have been consented to by the Owners of more than a majority in aggregate principal amount of the affected Bonds then Outstanding, and provided further, that no such amendment shall (a) extend the payment date of any Base Rental Payment, without the prior written consent of the Owner of each Bond so affected, or (b) reduce the percentage of the Outstanding Bonds the consent of the Owners of which is required for the execution of any amendment hereof.

This Lease and the rights and obligations of the Authority and the City hereunder may also be amended or supplemented at any time by an amendment hereof or supplement hereto which shall become binding upon execution by the Authority and the City without the written consents of any Owners, but only to the extent permitted by law and only for any one or more of the following purposes:

February 5, 2024 Council Packet Page 64
(a) to add to the agreements, conditions, covenants and terms required by the Authority or the City to be observed or performed herein and other agreements, conditions, covenants and terms thereafter to be observed or performed by the Authority or the City, or to surrender any right or power reserved herein to or conferred herein on the Authority or the City, and which in either case shall not materially adversely affect the interests of the Owners; (b) to make such provisions for the purpose of curing any ambiguity of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Authority or the City may deem desirable or necessary and not inconsistent herewith, and which shall not materially adversely affect the interests of the Owners;
(c) to effect a substitution or release in accordance with Section 8; (d) to increase the amount of Base Rental Payment payable hereunder for the purpose of allowing the Authority to add any property to be acquired and leased hereunder; or (e) for any other purpose which shall not materially adversely affect the interests of the Owners.

SECTION 22. ESSENTIALITY
The City covenants and agrees that the Leased Property is essential to the City’s exercise of its governmental functions.

SECTION 23. GOVERNING LAW
This Lease shall be governed by and construed in accordance with the laws of the State of California.

SECTION 24. NOTICES
All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be made as provided in the Indenture.

SECTION 25. VALIDITY AND SEVERABILITY
If for any reason this Lease 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 of the City hereunder, including the covenant to pay rentals hereunder, is unenforceable for the full term hereof, then and in such event this Lease is and shall be deemed to be a lease from year to year under which the rentals are to be paid by the City semiannually in consideration of the right of the City to possess, occupy and use the Leased Property, and all of the rental and other terms, provisions and conditions of this Lease, 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.

February 5, 2024 Council Packet Page 65
SECTION 26. SECTION HEADINGS
All section headings contained are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease.

SECTION 27. NO MERGER
If both the Authority’s and the City’s estate under this or any other lease relating to the Leased Property or any portion thereof shall at any time or for any reason become vested in one owner, this Lease and the estate created hereby shall not be destroyed or terminated by the doctrine of merger unless the City so elects as evidenced by recording a written declaration so stating, and unless and until the City so elects, the City shall continue to have and enjoy all of its rights and privileges as to the separate estates.

SECTION 28. EXECUTION
It is agreed that separate counterparts of this Lease may separately be executed by the Authority and the City, all with the same force and effect as though the same counterpart had been executed by both the Authority and the City.
[Remainder of page intentionally left blank.]
February 5, 2024 Council Packet Page 66
IN WITNESS WHEREOF, the Authority and the City have caused this Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

SELMA PUBLIC FINANCING

AUTHORITY
By __________________________________
Fernando Santillan
Executive Director
ATTEST:

By __________________________________
Reyna Rivera
Secretary

CITY OF SELMA
By __________________________________
Fernando Santillan
City Manager
ATTEST:

By __________________________________
Reyna Rivera
City Clerk
February 5, 2024 Council Packet Page 67

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,__________________________(insert name of the officer), Notary Public, personally appeared _________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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.
_________________________________ [Seal]
February 5, 2024 Council Packet Page 68

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, __________________________(insert name of the officer), Notary Public, personally appeared _________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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.
_________________________________ [Seal]
February 5, 2024 Council Packet Page 69
EXHIBIT A-1

DESCRIPTION OF THE LEASED REAL PROPERTY
[New Police Station located at 2055 Third Street, Selma, California] [Fire Station No. 1 located at 1927 West Front Street, Selma, California] [Fire Station No. 2 located at 2861 A Street, Selma, California] [Old Police Station 1935 East Front Street, Selma, California] [Selma Arts Center located at 1935 High Street, Selma, California] [New Corporate Yard located at 1325 Nebraska Street, Selma, California] [Old Corporate Yard located at 2155 East Front Street, Selma, California] [Salazar Recreation Center located at 1800 Sheridan Street, Selma, California] [Lincoln Park Senior Center located at 2301 Selma Street, Selma, California] February 5, 2024 Council Packet Page 70
EXHIBIT A-2

DESCRIPTION OF THE LEASED WASTEWATER SYSTEM PROPERTY
The City’s wastewater collection system, including a network of approximately 82 miles of sewer lines, approximately 1,300 sewer manholes, and 10 sewer lift stations that convey wastewater from homes and business.

February 5, 2024 Council Packet Page 71

EXHIBIT B

BASE RENTAL PAYMENT SCHEDULE
Interest
Payment Date(1) Principal Interest Total by Date
________________________________
(1) Base Rental Payments are made fifteen (15) Business Days prior to each Interest Payment Date.

February 5, 2024 Council Packet Page 72
AFTER RECORDATION PLEASE RETURN TO:

Norton Rose Fulbright US LLP
555 South Flower Street, Suite 4100
Los Angeles, California 90071
Attention: Stepan A. Haytayan, Esq.

SITE AND FACILITY LEASE
Dated as of February 1, 2024
by and between

CITY OF SELMA
and

SELMA PUBLIC FINANCING AUTHORITY
Relating to the
$[Par Amount]
Selma Public Financing Authority
Lease Revenue Bonds, 2024 Series A
(Wastewater Infrastructure Projects)

THIS IS A FINANCING DOCUMENT

NO DOCUMENTARY TRANSFER TAX IS DUE PURSUANT
TO REVENUE AND TAXATION CODE SECTION 11922

AND THIS DOCUMENT IS EXEMPT FROM RECORDING FEES
PURSUANT TO GOVERNMENT CODE SECTION 27383
February 5, 2024 Council Packet Page 73
SECTION 1. DEFINITIONS ................................................................................................. 1 SECTION 2. SITE LEASE .................................................................................................... 1 SECTION 3. TERM .............................................................................................................. 2 SECTION 4. RENTAL .......................................................................................................... 2 SECTION 5. TITLE .............................................................................................................. 2 SECTION 6. DEFAULT ....................................................................................................... 2 SECTION 7. EMINENT DOMAIN ...................................................................................... 3 SECTION 8. RIGHT OF ENTRY ......................................................................................... 3 SECTION 9. TERMINATION .............................................................................................. 3 SECTION 10. QUIET ENJOYMENT BY THE AUTHORITY ............................................. 3 SECTION 11. ASSIGNMENTS AND SUBLEASES ............................................................ 3 SECTION 12. WAIVER OF PERSONAL LIABILITY ......................................................... 4 SECTION 13. TAXES ............................................................................................................. 4 SECTION 14. GOVERNING LAW ........................................................................................ 4 SECTION 15. NOTICES ......................................................................................................... 4 SECTION 16. VALIDITY AND SEVERABILITY ............................................................... 5 SECTION 17. THE LEASED PROPERTY ............................................................................ 5 SECTION 18. WAIVER OF DEFAULT ................................................................................ 5 SECTION 19. SECTION HEADINGS ................................................................................... 5 SECTION 20. AMENDMENTS ............................................................................................. 6 SECTION 21. EXECUTION ................................................................................................... 6 EXHIBIT A-1 — DESCRIPTION OF THE LEASED REAL PROPERTY
EXHIBIT A-2 — DESCRIPTION OF THE LEASED WASTEWATER SYSTEM PROPERTY February 5, 2024 Council Packet Page 74

SITE AND FACILITY LEASE
This SITE AND FACILITY LEASE, dated as of February 1, 2024 (this “Site Lease”), is made by and between the CITY OF SELMA, a general law city duly organized and existing under the laws of the State of California (the “City”), as lessor, and the SELMA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority, duly organized and existing under the laws of the State of California (the “Authority”), as lessee.

RECITALS:

WHEREAS, the City is leasing the property more particularly described in Exhibit A-1 and Exhibit A-2 attached hereto (collectively, the “Leased Property”) to the Authority; and WHEREAS, the Authority has determined to issue its $[Par Amount] Lease Revenue Bonds, 2024 Series A (Wastewater Infrastructure Projects) (the “Bonds”) pursuant to an Indenture, dated as of February 1, 2024 (the “Indenture”), by and between the Authority and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”); and WHEREAS, the Authority, concurrently with the execution of this Site Lease, will sublease the Leased Property described in Exhibit A-1 and Exhibit A-2 to the City, in consideration for base rental payments to be made by the City pursuant to a Lease Agreement, dated as of February 1, 2024 (the “Lease”), by and between the City and the Authority, that correspond in timing and amounts of base rental payments to the payments of principal and interest scheduled to come due on the Bonds; 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 Site Lease 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 Site Lease;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

SECTION 1. DEFINITIONS
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture or the Lease, as applicable.

SECTION 2. SITE LEASE
The City hereby leases the Leased Property to the Authority and the Authority hereby leases the Leased Property from the City, on the terms and conditions hereinafter set forth.

February 5, 2024 Council Packet Page 75
SECTION 3. TERM
The term of this Site Lease shall commence on __________, 2024. This Site Lease shall constitute a lease of the City’s interest in the Leased Property.

The term of this Site Lease shall expire on the earliest of (i) the Expiration Date; (ii) the date the last base rental payment is made under the provisions of the Lease (i.e. February 1, 20___); or (iii) the date of discharge of the Indenture pursuant to Section 10.03 thereof.

Notwithstanding the foregoing, the term of this Lease shall automatically be extended for a period of ten (10) years, if, on the Expiration Date, the Indenture has not been fully discharged, and shall terminate on the date when the Indenture has been fully discharged.

SECTION 4. RENTAL
The Authority agrees to pay, or cause to be paid, to the Trustee, on the Closing Date, the net proceeds of the Bonds in the amount set forth in Section 3.02 of the Indenture, as advance rental for the use and right to possession of the Leased Property for the term of this Site Lease. The rental shall be applied by the Trustee as provided in the Indenture.

SECTION 5. TITLE
Throughout the term of this Site Lease, title to the Leased Property shall remain in the City.

SECTION 6. DEFAULT
(a) If the Authority shall fail to keep, observe or perform any term, covenant or condition contained herein to be kept or performed by the Authority, or (b) if (1) the Authority’s interest in this Site Lease or any part thereof is assigned or transferred without the written consent of the City, either voluntarily or by operation of law or otherwise, except as provided in Section 11 hereof, or (2) any proceeding under the United States Bankruptcy Code or any federal or state bankruptcy, insolvency or similar law or any law providing for the appointment of a receiver, liquidator, trustee or similar official of the Authority or of all or substantially all of its assets is instituted by or with the consent of the Authority, or is instituted without its consent and is not permanently stayed or dismissed within sixty (60) days, or if the Authority offers to the Authority’s creditors to effect a composition or extension of time to pay the Authority’s debts, or asks, seeks or prays for a reorganization or to effect a plan of reorganization or for readjustment of the Authority’s debts, or if the Authority shall make a general assignment or any assignment for the benefit of the Authority’s creditors, then the Authority shall be deemed to be in default hereunder and it shall be lawful for the City to exercise any and all rights and remedies available pursuant to law; provided however, that: (i) no merger of this Site Lease and of the Lease shall be deemed to occur as a result thereof; and (ii) so long as any Bonds remain outstanding the City shall have no power to terminate this Site Lease by reason of any default on the part of the Authority if such termination would prejudice the exercise of the remedies provided in Section 11 (captioned “DEFAULT”) of the Lease.

February 5, 2024 Council Packet Page 76
Neither the City nor the Authority shall in any event be in default in the performance of any of its obligations hereunder or imposed by law unless and until the City or the Authority (as the case may be) shall have failed to perform such obligations within sixty (60) days after notice by the Authority or the City to the nonperforming party properly specifying wherein such party has failed to perform any such obligation.

SECTION 7. EMINENT DOMAIN
If the whole or any part of the Leased Property shall be taken under the power of eminent domain, the interest of the Authority shall be recognized and is hereby determined to be the amount of the unpaid principal components of base rental payments due under the Lease, and all accrued interest thereon, and the amount of the unpaid Additional Rental Payments due under the Lease and such amount shall be paid to the Trustee as assignee of the Authority, and the balance of the award, if any, shall be paid to the City.

SECTION 8. RIGHT OF ENTRY
The City and its assignees shall have the right to enter the Leased Property during reasonable business hours (and in emergencies at all times) (a) to inspect the same, (b) for any purpose connected with the City’s or the Authority’s rights or obligations under this Site Lease and (c) for all other lawful purposes.

SECTION 9. TERMINATION
The Authority agrees, upon the termination of this Site Lease, to quit and surrender the Leased Property in the same good order and condition as the same were in at the time of commencement of the term hereunder, reasonable wear and tear excepted, and the Authority and the City agree that any permanent improvements and structures existing upon the Leased Property at the time of the termination of this Site Lease shall remain thereon and title thereto shall be vested in the City.

SECTION 10. QUIET ENJOYMENT BY THE AUTHORITY
The Authority shall at all times during the term of this Site Lease peaceably and quietly have, hold and enjoy the Leased Property without suit, trouble or hindrance from the City, subject to the Authority’s compliance with the terms and provisions hereof and of the Lease.

SECTION 11. ASSIGNMENTS AND SUBLEASES
The Authority shall not assign, mortgage, hypothecate or otherwise encumber this Site Lease or any rights hereunder or the leasehold created hereby by trust agreement, indenture or deed of trust or otherwise or sublet the Leased Property without the written consent of the City, except as provided by the Lease and as security for the Bonds.

February 5, 2024 Council Packet Page 77
SECTION 12. WAIVER OF PERSONAL LIABILITY
All liabilities hereunder on the part of the Authority shall be solely liabilities of the Authority as a separate legal entity, and no member, officer or employee of the Authority shall at any time or under any circumstances be individually or personally liable hereunder for anything done or omitted to be done by the Authority hereunder.

SECTION 13. TAXES
The City agrees and covenants to pay, any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Leased Property (including both land and improvements thereon).

SECTION 14. GOVERNING LAW
This Site Lease shall be governed by and construed in accordance with the laws of the State of California.

SECTION 15. NOTICES
All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered or certified mail, return receipt requested, postage pre-paid, and,
if to the City:

City of Selma
1710 Tucker Street
Selma, California 93662
Attention: City Manager
if to the Authority:

Selma Public Financing Authority
c/of City of Selma
1710 Tucker Street
Selma, California 93662
Attention: Executive Director
or to such other addresses as the respective parties may from time to time designate by notice in writing.

February 5, 2024 Council Packet Page 78
SECTION 16. VALIDITY AND SEVERABILITY
If any one or more of the terms, provisions, covenants or conditions of this Site Lease shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Site Lease shall be affected thereby, and each provision of this Site Lease shall be valid and enforceable to the fullest extent permitted by law.

If for any reason this Site Lease shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by the City or by the Authority, or if for any reason it is held by such a court that any of the covenants and conditions of the Authority hereunder is unenforceable for the full term hereof, then and in such event this Site Lease is and shall be deemed to be a lease from year to year and all of the rental and other terms, provisions and conditions of this Site Lease, 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 17. THE LEASED PROPERTY
The City represents, warrants and covenants that it has good and indefeasible marketable fee simple to the real property and all building, property and improvements comprising the Lease Property. The City covenants and agrees to hold and maintain clean and marketable title to all of the Leased Property during the term of this Site Lease. If necessary to maintain clear and marketable title to the leased properties, the City shall take all actions necessary, including eminent domain or condemnation proceedings, to ensure that title to the Leased Property is clear and marketable.

The Authority covenants that during the term of this Site Lease, it shall use the Leased Property for the purposes described in the Lease and for such other purposes as may be incidental thereto.

SECTION 18. WAIVER OF DEFAULT
Failure of the City to take advantage of any default on the part of the Authority 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 Site Lease be construed to waive or to lessen the right of the City to insist upon performance by the Authority of any term, covenant or condition hereof, or to exercise any rights given the City on account of such default. A waiver of a particular default shall not be deemed to be a waiver of the same or any subsequent default. The acceptance of rent hereunder shall not be, nor be construed to be, a waiver of any term, covenant or condition of this Site Lease.

SECTION 19. SECTION HEADINGS
All section headings contained are for convenience of reference only and are not intended to define or limit the scope of any provision of this Site Lease.

February 5, 2024 Council Packet Page 79
SECTION 20. AMENDMENTS
This Site Lease may be amended in writing as may be mutually agreed by the Authority and the City.

SECTION 21. EXECUTION
This Site Lease may be executed in any number of counterparts, each of which shall be deemed to an original, but all together shall constitute but one and the same Site Lease. It is also agreed that separate counterparts of this Site Lease may separately be executed by the City and the Authority, all with the same force and effect as though the same counterpart had been executed by both the City and the Authority.
[Remainder of page intentionally left blank.]
February 5, 2024 Council Packet Page 80
IN WITNESS WHEREOF, the City and the Authority have caused this Site Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

SELMA PUBLIC FINANCING AUTHORITY
By __________________________________
Fernando Santillan
Executive Director
ATTEST:

By __________________________________
Reyna Rivera
Secretary

CITY OF SELMA
By __________________________________
Fernando Santillan
City Manager
ATTEST:

By __________________________________
Reyna Rivera
City Clerk
February 5, 2024 Council Packet Page 81

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:

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.
_________________________________ [Seal]
February 5, 2024 Council Packet Page 82

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:

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.
_________________________________ [Seal]
February 5, 2024 Council Packet Page 83
EXHIBIT A-1

February 5, 2024 Council Packet Page 85
AFTER RECORDATION PLEASE RETURN TO:

Norton Rose Fulbright US LLP
555 South Flower Street, Suite 4100
Los Angeles, California 90071
Attention: Stepan A. Haytayan, Esq.

ASSIGNMENT AGREEMENT
Dated as of February 1, 2024
by and between

SELMA PUBLIC FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Relating to the
$[Par Amount]
Selma Public Financing Authority
Lease Revenue Bonds, 2024 Series A
(Wastewater Infrastructure Projects)
THIS IS A FINANCING DOCUMENT.

NO DOCUMENTARY TRANSFER TAX IS DUE PURSUANT
TO REVENUE AND TAXATION CODE SECTION 11922

AND THIS DOCUMENT IS EXEMPT FROM RECORDING FEES
PURSUANT TO GOVERNMENT CODE SECTION 27383
February 5, 2024 Council Packet Page 86
SECTION 1. DEFINITIONS ................................................................................................. 1 SECTION 2. ASSIGNMENT ................................................................................................ 1 SECTION 3. ACCEPTANCE OF ASSIGNMENT .............................................................. 2 SECTION 4. NO ADDITIONAL RIGHTS OR DUTIES ..................................................... 2 SECTION 5. FURTHER ASSURANCES ............................................................................ 2 SECTION 6. COUNTERPARTS .......................................................................................... 2 SECTION 7. GOVERNING LAW ....................................................................................... 2 SECTION 8. NOTICES ......................................................................................................... 2 SECTION 9. BINDING EFFECT; SUCCESSORS .............................................................. 2 EXHIBIT A-1 — DESCRIPTION OF THE LEASED REAL PROPERTY
EXHIBIT A-2 — DESCRIPTION OF THE LEASED WASTEWATER SYSTEM PROPERTY February 5, 2024 Council Packet Page 87

ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT, dated as of February 1, 2024 (this “Assignment Agreement”), by and between the SELMA PUBLIC FINANCING AUTHORITY, a joint powers authority duly organized and existing under the laws of the State of California (the “Authority”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America and authorized to accept assignments of the nature herein set forth, as trustee (the “Trustee”); W I T N E S S E T H:

WHEREAS, the Authority has entered into a Site and Facility Lease, dated as of February 1, 2024 (the “Site Lease”), with the City of Selma, California (the “City”), whereby the Authority has agreed to lease certain property located within the City, as described in Exhibit A-1 and Exhibit A-2 attached hereto (collectively, the “Leased Property”), from the City; and WHEREAS, the Authority has entered into a Lease Agreement, dated as of February 1, 2024 (the “Lease”), with the City, whereby the Authority has agreed to lease the Leased Property to the City; and
WHEREAS, under and pursuant to the Lease, the City is obligated to make base rental payments, including the Base Rental Payments as defined therein, to the Authority for the lease of the Leased Property; and
WHEREAS, the Base Rental Payments have been pledged by the Authority as security for the payment of principal of and interest on its $[Par Amount] Lease Revenue Bonds, 2024 Series A (Wastewater Infrastructure Projects) authorized and issued pursuant to an Indenture, dated as of February 1, 2024 (the “Indenture”), by and between the Authority and the Trustee; and WHEREAS, the Authority desires to assign to the Trustee without recourse certain of its rights under the Lease and the Site Lease, including all of its rights to receive the Base Rental Payments scheduled to be paid by the City under and pursuant to the Lease; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. All capitalized terms used herein without definition shall have the meanings given to such terms in the Indenture or the Lease, as appropriate.

Section 2. Assignment. The Authority does hereby assign and transfer to the Trustee all of the Authority’s rights, title and interest in and to (but none of its obligations under) the Lease and the Site Lease (excepting only (i) the Authority’s rights to give approvals and consents thereunder, including, without limitation, to amendments, and the Authority’s rights to the payment of Additional Rental Payments pursuant to Section 3(b) of the Lease and to indemnification pursuant to Section 15 of the Lease, and (ii) the Authority’s rights to receive lease payments other than the Base Rental Payments), including the Authority’s rights to receive Base February 5, 2024 Council Packet Page 88
Rental Payments, as well as its rights to enforce payment of such Base Rental Payments when due or otherwise to protect its interests in the event of a default by the City under the Lease, in accordance with the terms thereof, in trust nonetheless and provided that should the Authority well and truly perform all of its obligations under the Indenture, this Assignment Agreement shall terminate and all interest in the Lease and the Site Lease shall revert to the Authority. The Base Rental Payments shall be applied, and the rights of the Authority assigned hereunder shall be exercised by the Trustee, as provided in the Indenture.

Section 3. Acceptance of Assignment. The Trustee hereby accepts the assignment and transfer of such of the Authority’s rights, title and interest in and to the Lease and the Site Lease as are assigned and transferred pursuant to the terms of this Assignment Agreement.

Section 4. No Additional Rights or Duties. Excepting only the assignment and transfer of rights to the Trustee pursuant to Section 2 hereof, this Assignment Agreement shall not confer any rights nor impose any duties, obligations or responsibilities upon the Trustee beyond those expressly provided in the Lease, the Site Lease and the Indenture. The Trustee does not warrant the accuracy of any of the recitals hereto. This Assignment Agreement shall not impose any duties, obligations or responsibilities upon the Authority or the City beyond those expressly provided in the Lease, the Site Lease and the Indenture or as otherwise set forth herein. The Trustee shall have the same rights, protections, immunities, benefits, powers and indemnities hereunder as afforded to it under the Indenture and the Lease.

Section 5. Further Assurances. The Trustee will make, execute and deliver any and all such further resolutions, instruments and assurances prepared by the Authority as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Assignment Agreement, and for the better assuring and confirming to the Trustee the rights and obligations intended to be conveyed pursuant hereto.

Section 6. Counterparts. This Assignment Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. The exchange of copies of this Assignment Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Assignment Agreement as to the parties hereto and may be used in lieu of the original Assignment Agreement and signature pages for all purposes.

Section 7. Governing Law. This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 8. Notices. All notices under this Assignment Agreement shall be in accordance with Section 10.13 of the Indenture.

Section 9. Binding Effect; Successors. This Assignment Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Whenever in this Assignment Agreement any party is named or referred to, such reference shall be deemed to include such party’s successors and assigns and all covenants and agreements contained in this Assignment Agreement by or on behalf of any party hereto shall bind and inure to the benefit of such party’s successors and assigns whether so expressed or not.

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IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement as of the date first above written.

SELMA PUBLIC FINANCING AUTHORITY
By ______________________________________
Fernando Santillan
Executive Director
ATTEST:
________________________________________
Reyna Rivera
Secretary
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By
Authorized Officer
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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:

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.
_________________________________ [Seal]
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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:

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.
_________________________________ [Seal]
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EXHIBIT A-1

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INDENTURE
by and between

SELMA PUBLIC FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of February 1, 2024
Relating to
$[Par Amount]
Selma Public Financing Authority
Lease Revenue Bonds, 2024 Series A
(Wastewater Infrastructure Projects)
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ARTICLE I DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY ....................................................................................... 2 SECTION 1.01. Definitions ..................................................................................... 2 SECTION 1.02. Rules of Construction ................................................................ 11 SECTION 1.03. Authorization and Purpose of Bonds ....................................... 11 SECTION 1.04. Equal Security ............................................................................ 11 ARTICLE II ISSUANCE OF BONDS ........................................................................................ 12 SECTION 2.01. Designation ................................................................................. 12 SECTION 2.02. Terms of Bonds .......................................................................... 12 SECTION 2.03. Redemption of Bonds. ................................................................ 13 SECTION 2.04. Form of Bonds ............................................................................ 15 SECTION 2.05. Execution of Bonds .................................................................... 16 SECTION 2.06. Transfer of Bonds ...................................................................... 16 SECTION 2.07. Exchange of Bonds ..................................................................... 17 SECTION 2.08. Temporary Bonds ...................................................................... 17 SECTION 2.09. Registration Books ..................................................................... 17 SECTION 2.10. Bonds Mutilated, Lost, Destroyed or Stolen ............................ 17 SECTION 2.11. Book-Entry System; Limited Obligation ................................. 18 SECTION 2.12. Representation Letter ................................................................ 19 SECTION 2.13. Transfers Outside Book-Entry System .................................... 19 SECTION 2.14. Payments and Notices to the Nominee ..................................... 20 SECTION 2.15. Initial Depository and Nominee . Error! Bookmark not defined.

SECTION 2.16. CUSIP Numbers .......................... Error! Bookmark not defined.

ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS .............................................. 20 SECTION 3.01. Issuance of Bonds ....................................................................... 20 SECTION 3.02. Application of Proceeds of Sale of Bonds ................................ 20 SECTION 3.03. 2024A Costs of Issuance Fund .................................................. 21 SECTION 3.04. 2024A Reserve Fund .................................................................. 21 SECTION 3.05. 2024A Project Fund ................................................................... 22 SECTION 3.06. 2024A Insurance and Condemnation Fund ............................. 22 SECTION 3.07. Validity of Bonds ........................................................................ 23 ARTICLE IV REVENUES; FLOW OF FUNDS ........................................................................ 23 SECTION 4.01. Pledge of Revenues; Assignment of Rights .............................. 23 SECTION 4.02. Lease Revenue Fund; Receipt, Deposit and Application of Revenues ................................................................................. 24 SECTION 4.03. Reserved. ..................................................................................... 25 SECTION 4.04. Investments ................................................................................. 25 SECTION 4.05. Valuation and Disposition of Investments ............................... 26 ARTICLE V COVENANTS OF THE AUTHORITY ................................................................ 26 SECTION 5.01. Punctual Payment ...................................................................... 26 February 5, 2024 Council Packet Page 96
SECTION 5.02. Extension of Payment of Bonds ................................................ 26 SECTION 5.03. Against Encumbrances .............................................................. 26 SECTION 5.04. Power to Issue Bonds and Make Pledge and Assignment ...... 26 SECTION 5.05. Accounting Records and Financial Statements ....................... 27 SECTION 5.06. No Additional Obligations ......................................................... 27 SECTION 5.07. Lease ............................................................................................ 27 SECTION 5.08. Further Assurances .................................................................... 27 ARTICLE VI THE TRUSTEE .................................................................................................... 27 SECTION 6.01. Appointment of Trustee ............................................................ 27 SECTION 6.02. Acceptance of Trusts.................................................................. 28 SECTION 6.03. Fees, Charges and Expenses of Trustee ................................... 31 SECTION 6.04. Notice to Bond Owners of Default ............................................ 32 SECTION 6.05. Intervention by Trustee ............................................................. 32 SECTION 6.06. Removal of Trustee .................................................................... 32 SECTION 6.07. Resignation by Trustee .............................................................. 32 SECTION 6.08. Appointment of Successor Trustee ........................................... 32 SECTION 6.09. Merger or Consolidation ........................................................... 33 SECTION 6.10. Concerning any Successor Trustee........................................... 33 SECTION 6.11. Appointment of Co-Trustee ...................................................... 33 SECTION 6.12. Indemnification; Limited Liability of Trustee ........................ 34 ARTICLE VII MODIFICATION AND AMENDMENT OF THE INDENTURE .................... 34 SECTION 7.01. Amendment ................................................................................ 34 SECTION 7.02. Effect of Supplemental Indenture ............................................ 35 SECTION 7.03. Endorsement or Replacement of Bonds After Amendment ................................................................................ 35 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS ................ 36 SECTION 8.01. Events of Default ........................................................................ 36 SECTION 8.02. Remedies; No Acceleration ....................................................... 36 SECTION 8.03. Application of Revenues and Other Funds After Default ...... 37 SECTION 8.04. Power of Trustee to Control Proceedings ................................ 37 SECTION 8.05. Appointment of Receivers ......................................................... 38 SECTION 8.06. Non-Waiver ................................................................................ 38 SECTION 8.07. Rights of Owners ........................................................................ 38 SECTION 8.08. Termination of Proceedings ...................................................... 39 ARTICLE IX TAX COVENANTS ............................................................................................. 39 SECTION 9.01. Tax Covenants ............................................................................ 39 ARTICLE X MISCELLANEOUS .............................................................................................. 43 SECTION 10.01. Limited Liability of Authority .................................................. 43 SECTION 10.02. Benefits of Indenture Limited to Parties ................................. 43 SECTION 10.03. Defeasance; Discharge of Indenture......................................... 43 February 5, 2024 Council Packet Page 97
SECTION 10.04. Successor is Deemed Included in All References to Predecessor ................................................................................. 44 SECTION 10.05. Content of Certificates and Opinions ....................................... 44 SECTION 10.06. Execution of Documents by Owners ........................................ 45 SECTION 10.07. Disqualified Bonds ..................................................................... 45 SECTION 10.08. Waiver of Personal Liability ..................................................... 45 SECTION 10.09. Partial Invalidity ........................................................................ 46 SECTION 10.10. Disposal of Canceled Bonds ...................................................... 46 SECTION 10.11. Funds and Accounts ................................................................... 46 SECTION 10.12. Payment on Business Days ........................................................ 46 SECTION 10.13. Notices ......................................................................................... 46 SECTION 10.14. Unclaimed Moneys ..................................................................... 47 SECTION 10.15. Governing Law ........................................................................... 47 SECTION 10.16. Execution in Counterparts ........................................................ 47 EXHIBIT A – FORM OF BOND
EXHIBIT B – FORM OF COSTS OF ISSUANCE REQUISITION
EXHIBIT C – FORM OF PROJECT FUND REQUISITION
EXHIBIT D – FORM OF NET PROCEEDS REQUISITION
EXHIBIT E – FORM OF WRITTEN CERTIFICATE OF SUBSTANTIAL PROJECT COMPLETION February 5, 2024 Council Packet Page 98

INDENTURE
This INDENTURE is dated as of February 1, 2024, by and between the SELMA PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the “Authority”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America with a corporate trust office in Los Angeles, California and qualified to accept and administer the trusts hereby created, as trustee (the “Trustee”).

RECITALS:

WHEREAS, the City of Selma, California (the “City”) and Successor Agency to the Redevelopment Agency of the City of Selma, have entered into a Joint Exercise of Powers Agreement, dated February 18, 1992, establishing the Selma Public Financing Authority (the “Authority”) for the purpose of, among other things, issuing bonds to provide financing for the City; and
WHEREAS, the Authority has determined to issue its Lease Revenue Bonds, 2024 Series A (Wastewater Infrastructure Projects), in the aggregate principal amount of $[Par Amount] (the “Bonds”) to provide funds to: (i) finance the acquisition, construction and improvement of wastewater collection infrastructure projects in the City, as described herein, (ii) fund a debt service reserve for the Bonds, (iii) fund a portion of interest for the Bonds and (iv) pay the related costs of issuing the Bonds; and
WHEREAS, the City and the Authority have entered into a Site and Facility Lease, dated as of February 1, 2024 (the “Site Lease”), whereby the Authority has agreed to lease the Leased Property (as defined herein) from the City; and
WHEREAS, the Authority and the City have entered into a Lease Agreement, dated as of February 1, 2024 (the “Lease”), whereby the Authority has agreed to lease the Leased Property to the City; and
WHEREAS, under and pursuant to the Lease, the City is obligated to make Base Rental Payments (as defined herein) to the Authority for the sublease of the Leased Property; and WHEREAS, as security for its obligations hereunder, the Authority has assigned without recourse all its rights to receive the Base Rental Payments scheduled to be paid by the City under and pursuant to the Lease and certain other rights to the Trustee pursuant to this Indenture; and WHEREAS, 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 to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority has authorized the execution and delivery of this Indenture; and
WHEREAS, the Authority has 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 February 5, 2024 Council Packet Page 99
constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture have been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that to secure the payment of the principal of and the interest and premium (if any) on all Bonds at any time issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to time of the Bonds, as follows:

ARTICLE I
DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS;

EQUAL SECURITY
SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of this Indenture and of any Supplemental Indenture and of the Bonds and of any certificate, opinion, request or other document herein mentioned have the meanings herein specified.
“Act” means Articles 1 through 4 (commencing with Section 6500), Chapter 5, Division 7, Title 1 of the Government Code of the State, as in existence on the Closing Date or as thereafter amended from time to time.
“Additional Rental Payments” means the additional rental payable by the City under and pursuant to Section 3(b) of the Lease.
“Annual Debt Service” means, for each Bond Year with respect to each of the Bonds, the sum of (a) the interest payable on the Outstanding Bonds in such Bond Year, and (b) the principal amount of the Outstanding Bonds scheduled to be paid in such Bond Year. “Approved Buyer” means a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act of 1933.
“Assignment Agreement” means the Assignment Agreement, dated as of February 1, 2024, by and between the Authority and the Trustee.
“Authority” means the Selma Public Financing Authority, a joint powers authority duly organized and existing under the Joint Exercise of Powers Agreement and the laws of the State. “Authorized Denominations” means $5,000 or any integral multiple thereof. “Base Rental Payments” means all Base Rental Payments under the Lease.

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“Bond Counsel” means (a) Norton Rose Fulbright US LLP, or (b) any other attorney or firm of attorneys appointed by or acceptable to the Authority of nationally recognized experience. “Bond Law” means the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 of the Act, as in existence on the Closing Date or as thereafter amended from time to time. “Bond Year” means each twelve-month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive, except that the first Bond Year shall begin on the Closing Date and shall end on June 30, 2024. “Bonds” means the Authority’s Lease Revenue Bonds, 2024 Series A (Wastewater Infrastructure Projects).
“Business Day” means a day other than (i) a Saturday or Sunday, (ii) a day on which the commercial banks in the city in which the Trustee maintains its Trust Office are authorized or required by law or executive order to close or (iii) a day on which the New York Stock Exchange is closed.
“Certificate of the Authority” means a certificate in writing signed by the Chairperson of the Authority or by any other officer of the Authority duly authorized by the Chairperson or any other officer of the Authority duly authorized for that purpose, as evidenced in writing to the Trustee.
“Certificate of the City” means a certificate in writing signed by the City Manager of the City or by any other officer of the City duly authorized for that purpose, as evidenced in writing to the Trustee.
“City” means the City of Selma, California.
“Closing Date” means __________, 2024, being the date of delivery of the Bonds to the Original Purchaser thereof.
“Code” means the Internal Revenue Code of 1986.
“Costs of Issuance” means all items of expense directly or indirectly relating to the authorization, issuance, sale and delivery of the Bonds, including but not limited to printing expenses, rating agency fees, filing and recording fees, fees, expenses and charges of the City, the Authority, the Trustee, and their respective counsel (including the fees of Bond Counsel and Disclosure Counsel), including the Trustee’s first annual administrative fee, costs of obtaining bond insurance, if any, a Qualified Reserve Fund Credit Instrument or Permitted Investment for monies held in the funds and accounts created and held hereunder, fees, charges and disbursements of bond counsel, disclosure counsel and other attorneys, municipal advisors, placement agents, accounting firms, consultants and other professionals, fees and charges for preparation, execution and safekeeping of the Bonds and any other cost, charge or fee in connection with the original issuance of the Bonds and the execution and delivery of the Lease. “Defeasance Securities” means (1) cash, (2) non-callable direct obligations of the United States of America (“Treasuries”), fully and unconditionally guaranteed as to timely payment by, February 5, 2024 Council Packet Page 101
the United States government and any agency, instrumentality, or establishment of the United States government, (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. “Depository” means DTC and its successors and assigns or if (a) the then existing Depository resigns from its functions as securities depository of the Bonds, or (b) the Authority discontinues use of the Depository pursuant to Section 2.13 hereof, any other securities depository which agrees to follow the procedures requested to be followed by a securities depository in connection with the Bonds and which is selected by the Authority. “Depository Participant” means a member of, or participant in, the Depository. “DTC” means The Depository Trust Company, New York, New York, and its successors and assigns.
“Event of Default” means any of the events described in Section 8.01. “Fiscal Year” means any twelve-month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve-month period selected and designated by the Authority as its official fiscal year period. “Indenture” means this Indenture, dated as of February 1, 2024, as originally executed or as it may from time to time be amended or supplemented in accordance herewith. “Independent Certified Public Accountant” means any certified public accountant or firm of certified public accountants appointed and paid by the Authority, and who, or each of whom:
(a) is in fact independent and not under domination of the Authority or the City; (b) does not have any substantial interest, direct or indirect, in the Authority or the City; and
(c) is not connected with the Authority or the City as an officer or employee of the Authority or the City but who may be regularly retained to make annual or other audits of the books of or reports to the Authority or the City.
“Information Services” means the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at http://emma.msrb.org; provided, however, in accordance with then current guidelines of the Securities and Exchange Commission, Information Services shall mean such other organizations providing information with respect to called Bonds as the Authority may designate in writing to the Trustee.

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“Interest Payment Date” means February 1 and August 1 of each year, commencing August 1, 2024.
“Lease” means that certain Lease Agreement, dated as of February 1, 2024, by and between the Authority as lessor and the City as lessee, as it may be further amended or modified. “Lease Revenue Fund” means the fund by that name established and held by the Trustee pursuant to Section 4.02.
“Leased Property” means, collectively, the Leased Real Property and the Leased Wastewater System Property .
“Leased Real Property” means, collectively, those certain parcels of real property, together with the improvements thereon, leased by the Authority to the City pursuant to the Lease, as more fully described in Exhibit A-1 to the Lease, as such Exhibit A-1 may be revised and amended from time to time pursuant to the terms hereof and of the Lease. “Leased Wastewater System Property” means, collectively, that certain property leased by the Authority to the City pursuant to the Lease, as more fully described in Exhibit A-2 to the Lease, as such Exhibit A-2 may be revised and amended from time to time pursuant to the terms hereof and of the Lease.
“Maximum Annual Debt Service” in respect of any Bond Year means the largest of the sums obtained for that or any succeeding Bond Year after totaling the following for each such Bond Year:
(a) The principal amount of all Outstanding Bonds maturing or required to be redeemed by mandatory sinking account redemption in such Bond Year; and (b) The interest that would be due during such Bond Year on the aggregate principal amount of Bonds which would be Outstanding in such Bond Year if the Bonds Outstanding on the date of such computation were to mature or be redeemed in accordance with the applicable maturity or mandatory sinking account redemption schedule. At the time and for the purpose of making such computation, the amount of Bonds already retired in advance of the above mentioned schedule or schedules shall be deducted pro rata from the remaining amounts thereon. “Moody’s” means Moody’s Investors Service, and its successors and assigns. “Nominee” means the nominee of the Original Purchaser and thereafter the nominee of an Approved Buyer or the Depository, which may be the Depository, as determined from time to time pursuant hereto.
“Original Purchaser” means Capital One Public Funding, LLC, and its successors. “Outstanding,” when used as of any particular time with reference to Bonds means (subject to the provisions of Section 10.07) all Bonds theretofore executed, issued and delivered by the Authority under this Indenture except:

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(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;
(b) Bonds paid or deemed to have been paid within the meaning of Section 10.03; and (c) Bonds in lieu of which or in substitution for which other Bonds shall have been executed, issued and delivered pursuant to this Indenture or any Supplemental Indenture. “Owner” when used with respect to any Bond, means the person in whose name the ownership of such Bond shall be registered on the Registration Books. Initially, the Owner is the Original Purchaser.
“Permitted Investments” means any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein (the Trustee is entitled to conclusively rely on a Request of the Authority directing investment in such Permitted Investment as a certification by the Authority to the Trustee that such Permitted Investment is a legal investment under the laws of the State), but only to the extent that the same are acquired at fair market value:
(a) Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or obligations the timely payment of the principal of and interest on which are fully and unconditionally guaranteed by the United States of America, including instruments evidencing a direct ownership interest in securities described in this clause such as Stripped Treasury Coupons rated or assessed in the highest rating category by S&P and Moody’s and held by a custodian for safekeeping on behalf of holders of such securities.
(b) Bonds or notes which are exempt from federal income taxes and for the payment of which cash or obligations described in clause (a) of this definition in an amount sufficient to pay the principal of, premium, if any, and interest when due have been irrevocably deposited with a trustee or other fiscal depositary and which are rated the same rating as direct obligations of the United States of America by S&P and Moody’s.
(c) Obligations, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following: Federal Home Loan Bank System, Government National Mortgage Association, Farmer’s Home Administration, Federal Home Loan Mortgage Corporation or Federal Housing Administration; provided that with respect to the funds and accounts established under this Indenture, such obligations shall at no time exceed an amount equal to ten percent (10%) of the aggregate principal amount of the Bonds Outstanding. (d) Deposit accounts, certificates of deposit including those placed by a third party pursuant to an agreement between the Trustee and the Authority, interest bearing money market accounts, time deposits, trust funds, trust accounts, overnight bank deposits, interest-bearing deposits, other deposit products, bankers acceptances of depository institutions, or savings accounts (i) insured by the Federal Deposit Insurance Corporation or (ii) with banks whose short term obligations are rated no lower than A 1 by S&P and P 1 by Moody’s at the time of purchase including those of the Trustee and its affiliates.

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(e) Federal funds or banker’s acceptances with a maximum term of one year of any bank that (i) has an unsecured, uninsured and unguaranteed obligation rating of “Prime-1” or “A3” by Moody’s and “A-l” or “A” or better by S&P (including the Trustee and its affiliates) at the time of purchase or (ii) is insured by the FDIC.
(f) Repurchase or reverse repurchase obligations (including those of the Trustee or any of its affiliates) with a term not exceeding 30 days pursuant to a written agreement between the Trustee and either a primary dealer on the Federal Reserve reporting dealer list which falls under the jurisdiction of the SIPC or a federally chartered commercial bank whose long-term debt obligations are rated A or better by S&P and Moody’s, with respect to any security described in clause (1); provided that the securities which are the subject of such repurchase obligation (i) must be free and clear of all liens, (ii) in the case of a SIPC dealer, were not acquired pursuant to a repurchase or reverse repurchase agreement, (iii) must be deposited with the Trustee and maintained through weekly market valuations in an amount equal to 104% of the invested funds plus accrued interest; and further provided that the Trustee must have a valid first perfected security interest in such securities.
(g) Taxable government money market portfolios that have a rating by S&P of Am-G or Am or better and rated in one of the three highest rating categories of Moody’s, subject to a maximum permissible limit equal to six months of principal and interest on the Bonds including portfolios of the Trustee and its affiliates.
(h) Tax-exempt government money market portfolios that have a rating by S&P of AmG or Am or better and rated in one of the three highest rating categories of Moody’s consisting of securities which are rated in the highest Rating Categories of S&P and Moody’s subject to a maximum permissible limit equal to six months of principal and interest on the Bonds. (i) Money market mutual funds registered under the Investment Company Act of 1940, the shares in which are registered under the Securities Act of 1933 and that have a rating by S&P of AAAm-G or AAAm and rated in one of the two highest Rating Categories of Moody’s at the time of purchase, including those managed or advised by the Trustee or its affiliates or for which the Trustee or an affiliate of the Trustee serves as administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered, (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee. (j) Commercial paper having, at the time of investment or contractual commitment to invest therein, a rating from S&P and Moody’s, of A1 and P1, respectively. (k) The Local Agency Investment Fund of the State, created pursuant to Section 16429.1 of the California Government Code, to the extent the Trustee is authorized to register such investment in its name.
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institutions rated, or guaranteed by institutions rated, or with senior unsecured debt rated by S&P or Moody’s, in one of the three highest rating categories assigned by such agencies. (m) The California Investment Trust managed by The California Investment Trust Retirement Plan Group.
(n) Bonds, notes or other obligations the interest on which is excluded from the gross income of the owners thereof for federal income tax purposes and is not included in computing the alternative minimum taxable income of the owners thereof who are individuals. (o) Any other investments which meet the criteria established by applicable published investment guidelines issued by each rating agency then rating the Bonds. “Project” means the acquisition, construction and improvement of wastewater collection infrastructure projects in the City, including without limitation the 2024A East Trunk Line Project. “Project Costs” means all costs which are paid from moneys on deposit in the Project Fund, including but not limited to:
(a) all costs required to be paid to any person under the terms of any agreement for or relating to the Project;
(b) obligations incurred for labor and materials in connection with the Project; (c) the cost of performance or other bonds and any and all types of insurance that may be necessary or appropriate to have in effect in connection with the Project; (d) all costs of engineering and architectural services, including the actual out-ofpocket costs for test borings, surveys, estimates, plans and specifications and preliminary investigations therefor, development fees, sales commissions, and for supervising construction, as well as for the performance of all other duties required by or consequent to the Project; (e) any sums required to reimburse the Authority or the City for advances made for any of the above items or for any other costs incurred and for work done which are properly chargeable to the Project; and
(f) all financing costs incurred in connection with the Project, including but not limited to Costs of Issuance and other costs incurred in connection herewith and the financing of the Project.
“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or directpay letter of credit or surety bond issued by a commercial bank, national banking association or insurance company and deposited with the Trustee pursuant to Section 3.04(d) provided that all of the following requirements are met: (i) the long-term credit rating of such bank or insurance company at the time of delivery of such letter of credit or surety bond is rated in one of the two highest rating categories by Moody’s or S&P respectively and, if rated by A.M. Best & Company, a minimum rating of “A”; (ii) such letter of credit or surety bond or policy has a term which ends no earlier than the last Interest Payment Date of the Bonds; (iii) such letter of credit or surety bond February 5, 2024 Council Packet Page 106
has a stated amount at least equal to the portion of the 2024A Reserve Requirement with respect to which funds are proposed to be released pursuant to Section 3.04(d); and (iv) the Trustee is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the amounts available to repay the principal of and interest on the Bonds.
“Record Date” means, with respect to any Interest Payment Date, the fifteenth calendar day of the month immediately preceding such Interest Payment Date, whether or not such day is a Business Day.
“Registration Books” means the records maintained by the Trustee pursuant to Section 2.09 for the registration and transfer of ownership of the Bonds. “Rental Payments” means, collectively, the Base Rental Payments and any Additional Rental Payments.
“Request of the Authority” means a request or direction in writing signed by the Chairperson or Executive Director of the Authority or by any other officer of the Authority duly authorized by the Chairperson or by the Authority for that purpose, as evidenced in writing to the Trustee.
“Request of the City” means a request or direction in writing signed by the Mayor or the City Manager or by any other officer of the City duly authorized for that purpose by the Mayor or City Manager or by the City Council, as evidenced in writing to the Trustee. “Responsible Officer” means any member of the Authority or any other person authorized by resolution of the Authority to act on behalf of the Authority under or with respect to the Lease or this Indenture.
“Revenues” means (i) all Base Rental Payments payable by the City pursuant to the Lease (including prepayments), (ii) any proceeds of Bonds deposited with the Trustee and all moneys on deposit in the funds and accounts established hereunder, (iii) investment income with respect to such moneys held by the Trustee and (iv) any insurance proceeds or condemnation awards received by or payable to the Trustee relating to the Base Rental Payments. “S&P” means S&P Global Ratings, and its successors and assigns. “Securities Depositories” means The Depository Trust Company, New York, New York and its successors and assigns or if (i) the then existing Securities Depository resigns from its functions as depository of the Bonds or (ii) the Authority discontinues use of the then existing Securities Depository pursuant to Section 2.13, any other securities depository which agrees to follow the procedures required to be followed by a securities depository in connection with the Bonds and which is selected by the Authority.
“Site Lease” means that certain Site and Facility Lease, dated as of February 1, 2024, by and between the City and the Authority, pursuant to which the Authority leases the Leased Property from the City.

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“State” means the State of California.
“Supplemental Indenture” means any agreement supplemental to or amendatory of this Indenture entered into in accordance with the provisions of Article VII. “Tax Certificate” means the Tax Certificate related to the Bonds, dated as of the Closing Date, as the same may be amended from time to time.
“Trust Office” means the designated corporate trust office of the Trustee in Los Angeles, California or such other offices as may be designated to the Authority by the Trustee in writing from time to time at which at any time its corporate trust business shall be administered, or the designated corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Owners and the Authority) or, solely for purposes of the surrender of the Bonds for payment, transfer or exchange, the corporate trust operations or agency office designated by the Trustee.
“Trustee” means U.S. Bank Trust Company, National Association, and its successors and assigns, and any other banking corporation or association that may at any time be substituted in its place as provided in Article VI hereof.
“2024A Costs of Issuance Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.03.
“2024A Interest Account” means the account by that name established and held by the Trustee pursuant to Section 4.02(a).
“2024A Insurance and Condemnation Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.06.
“2024A Principal Account” means the account by that name established and held by the Trustee pursuant to Section 4.02(b).
“2024A Project Fund” means the account by that name established and held by the Trustee pursuant to Section 3.05.
“2024A Reserve Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.04.
“2024A Reserve Requirement” means, as of each calculation date, an amount equal to the least of (i) Maximum Annual Debt Service on all Outstanding Bonds, (ii) 10% of the initial principal amount of the Bonds (or, if the Bonds are sold with more than 2% net original issue discount or more than 2% net original issue premium, 10% of the issue price of the Bonds), or (iii) 125% of the average Annual Debt Service as of the date of issuance of the Bonds. “2024A East Trunk Line Project” the acquisition, construction and installation of an approximately [__]-mile sewer trunk line to be located approximately in areas along and between Rose Avenue and Saginaw Avenue in the eastern portions of the City and adjacent areas in unincorporated Fresno County.

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“2024A East Trunk Line Project Development Impact Fees” means the portion of any fees imposed and received by the City under the Mitigation Fee Act to defraying all or a portion of the cost of the 2024A East Trunk Line Project.
“2024A East Trunk Line Project Reimbursement Agreement” means each agreement previously or hereafter executed by the City under which the City receives amounts to reimburse all or a portion of the cost of the 2024A East Trunk Line Project, including without limitation the Reimbursement Agreement made and entered into on July 11, 2023, by and between the City and Leslie A. Morgan, as to an undivided twenty-five percent (25%) interest, BAK Limited, LLC, (successor-in-interest to Daniel L. Serimian), as to an undivided twenty-five percent (25%) interest, Marlon D. Serimian, as to an undivided twenty-five percent (25%) interest, and David M.

Serimian, as to an undivided twenty-five percent (25%) interest, the owner of real property within the City generally referred to as the Amberwood Specific Plan Area. “2024A East Trunk Line Project Reimbursements and Development Impact Fees” means (i) amounts received by the City as reimbursement for the costs of the 2024A East Trunk Line Project under any 2024A East Trunk Line Project Reimbursement Agreement and (ii) the 2024A East Trunk Line Project Development Impact Fees.
“2024A East Trunk Line Project Reimbursements and Development Impact Fees Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.07.

SECTION 1.02. Rules of Construction. All references in this Indenture to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof.

SECTION 1.03. Authorization and Purpose of Bonds. The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and determines that all things, conditions, and acts required by law to exist, to happen and to be performed precedent to and in the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now authorized under the Joint Exercise of Powers Agreement and the Bond Law and each and every requirement of law, to issue the Bonds in the manner and form provided in this Indenture. Accordingly, the Authority hereby authorizes the issuance of the Bonds pursuant to the Bond Law and this Indenture for the purpose described in the recitals hereof.

SECTION 1.04. Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract between the Authority and the Owners from time to time of the Bonds; and the covenants and agreements herein set forth to be performed on behalf of the Authority shall be for the equal and proportionate benefit, security and protection of all Owners without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein.

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ARTICLE II

ISSUANCE OF BONDS
SECTION 2.01. Designation. The Bonds are authorized to be issued by the Authority under and subject to the Bond Law and the terms of this Indenture and shall be designated, respectively, as the “Selma Public Financing Authority Lease Revenue Bonds, 2024 Series A (Wastewater Infrastructure Projects).” The Bonds shall be issued in the original aggregate principal amount of $[Par Amount].

SECTION 2.02. Terms of Bonds. The Bonds shall be dated the Delivery Date, and mature on February 1, 20[__], in the principal amount of $[____], and bear interest at the rate per annum of [___]% (computed on the basis of a 360-day year of twelve 30-day months) . The Bonds shall be delivered in fully registered form, numbered from one upwards in consecutive numerical order (with such alphabetical prefix as shall be determined). The Bonds shall be executed and delivered in Authorized Denominations. The Bonds shall be dated the Closing Date.

Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (i) it is authenticated during the period from the day after the Record Date for an Interest Payment Date to and including such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is authenticated on or prior to the Record Date for the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if, at the time of authentication of any Bond interest with respect to such Bond is in default, such Bond shall bear interest from the Interest Payment Date to which interest has been paid or made available for payment with respect to such Bond.

Interest with respect to any Bond shall be payable in lawful money of the United States of America on each Interest Payment Date to the Owner thereof as of the close of business on the Record Date, such interest to be paid by check of the Trustee, mailed by first class mail no later than the Interest Payment Date to the Owner at his address as it appears, on such Record Date, on the Registration Books maintained by the Trustee; provided, however, that at the written request of the Owner of at least $1,000,000 in aggregate principal amount of Outstanding Bonds filed with the Trustee prior to any Record Date, interest on such Bonds shall be paid to such Owner on each succeeding Interest Payment Date (unless such request has been revoked in writing) by wire transfer of immediately available funds to an account in the United States designated in such written request. Payments of defaulted interest with respect to the Bonds shall be paid by check to the registered Owners of the Bonds as of a special record date to be fixed by the Trustee, notice of which special record date shall be given to the registered Owners of the Bonds not less than ten days prior thereto. The principal of and premium, if any, on the Bonds are payable by check when due upon surrender thereof at the Trust Office in lawful money of the United States of America.

So long as all of the Bond is owned by the Original Purchaser or a single Owner (i) the Trustee shall pay principal of and interest and redemption premium on the Bonds when due by wire transfer in immediately available funds to the Owner in accordance with wire transfer instructions on file with the Trustee as shall be filed by the Owner with the Trustee from time to time; (ii) payments of principal on the Bond, including sinking fund redemption, shall be made without the requirement for presentation or surrender of the Bond by the Owner; provided, however, that the Owner shall present, or surrender the Bonds prior to the final payment, payable February 5, 2024 Council Packet Page 110
at maturity, redemption or otherwise, to the Trust Office of the Trustee, and (iii) the Trustee shall not be required to give notice to the Owner of the sinking fund redemption.

SECTION 2.03. Redemption of Bonds.
(a) Extraordinary Redemption from Net Proceeds. The Bonds are subject to redemption prior to their respective maturity dates, upon notice as hereinafter provided, as a whole or in part on any date, from prepayments of Base Rental Payments made by the City pursuant to the Lease from funds received by the City due to a taking of the Leased Property or any portion thereof under the power of eminent domain or from insurance proceeds received by the City due to damage to or destruction of the Leased Property or any portion thereof, under the circumstances and upon the conditions and terms prescribed herein and in the Lease. Redemption of Bonds pursuant to this subparagraph (a) shall be made at a redemption price equal to the sum of the principal of the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption, without premium.
(b) Extraordinary Redemption from 2024A East Trunk Line Project Reimbursements and Development Impact Fees. The Bonds are subject to redemption prior to their respective maturity dates, upon notice as hereinafter provided, as a whole on any date, from prepayments of Base Rental Payments made by the City pursuant to the Lease from 2024A East Trunk Line Project Reimbursements and Development Impact Fees received by the City and deposited to the 2024A East Trunk Line Project Reimbursements and Development Impact Fees Fund, under the circumstances and upon the conditions and terms prescribed herein and in the Lease. The Bonds are subject to redemption prior to their respective maturity dates, upon notice as hereinafter provided, in part on any date, from prepayments of Base Rental Payments made by the City pursuant to the Lease from 2024A East Trunk Line Project Reimbursements and Development Impact Fees received by the City and deposited to the 2024A East Trunk Line Project Reimbursements and Development Impact Fees Fund, under the circumstances and upon the conditions and terms prescribed herein and in the Lease; provided the Bonds may be redeemed in part under this subsection and subsection (c) of this Section on no more than four dates.

Redemption of Bonds pursuant to this subsection (b) shall be made at a redemption price equal to the sum of the principal of the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption, without premium.
(c) Bonds Optional Redemption from Prepayments of Base Rental Payments. The Bonds shall be subject to redemption prior to their respective maturity dates as a whole on any date, in any order deemed reasonable by the Authority, and by lot within a maturity, from prepayments of Base Rental Payments made at the option of the City pursuant to Section 12(c) of the Lease. The Bonds shall be subject to redemption prior to their respective maturity dates in part on any date, from prepayments of Base Rental Payments made at the option of the City pursuant to Section 12(c) of the Lease provided the Bonds may be redeemed in part under this subsection and subsection (b) of this Section on no more than four dates. Redemption of Bonds pursuant to this subsection (c) shall be made at a redemption price equal to the sum of the principal of the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption, without premium.

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(d) Mandatory Sinking Account Redemption. The are subject to mandatory redemption, in part by lot, from sinking account payments set forth in the following schedule commencing on February 1 in each year to and including February 1, 20__ at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption.

Redemption Date
(February 1)
Principal Amount
To be Redeemed
*
_________________
*
Maturity.
(e) If some but not all of the Bonds have been redeemed pursuant to extraordinary or optional redemptions, the total amount of sinking account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of Bonds so redeemed by reducing each such future sinking account payment in reverse order of payment date in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Authority with the Trustee. In the event of any reductions in the amount of sinking account payments due as a result of some but not all of the Bonds being redeemed pursuant to extraordinary or optional redemptions, the Authority shall provide the Trustee with a revised schedule reflecting such reductions.
(f) Notice of Redemption. The Trustee on behalf and at the expense of the Authority shall send (by first class mail or other means acceptable to the recipient thereof) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, to the Securities Depositories and to one or more February 5, 2024 Council Packet Page 112
Information Services, at least twenty (20) but not more than sixty (60) days prior to the date fixed for redemption; provided, however, that 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 the accrual of interest thereon. Such notice shall state the date of the notice, the redemption date, the redemption place and the redemption price and shall designate the CUSIP numbers, the Bond numbers and the maturity or maturities (except in the event of redemption of all of the Bonds) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Trust 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 redemption date.

Redemption notices may be conditional. Neither the Authority nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Bond or in any redemption notice with respect thereto, and any such redemption notice may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Authority nor the Trustee shall be liable for any inaccuracy in such numbers.

Any notice given pursuant to this Section 2.03 may be conditional and/or rescinded by written notice given to the Trustee by the Authority and the Trustee shall provide notice of such rescission as soon thereafter as practicable in the same manner, and to the same recipients, as notice of such redemption was given pursuant to this Section.
(g) Selection of Bonds for Redemption. 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 redeemed from all Bonds not previously called for redemption, in such maturities as the Authority shall designate (and by lot within any maturity). For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 portions and such portions shall be treated as separate Bonds, which may be separately redeemed.
(h) Partial Redemption of Bonds. If only a portion of any Bond is called for redemption, then upon surrender of such Bond 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, with the same interest rate and maturity date as, and in aggregate principal amount equal to, the unredeemed portion of the Bond being redeemed.
(i) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, premium, if any, and interest on the Bonds so called for redemption shall have been duly provided, such Bonds so called shall cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price, and no interest shall accrue thereon from and after the redemption date. All Bonds redeemed pursuant to this Section 2.03 shall be canceled by the Trustee. All moneys held by or on behalf of the Trustee for the payment of principal of or interest or premium on Bonds, whether at redemption or maturity, shall be held in trust for the account of the Owners thereof and the Trustee shall not be required to pay Owners any interest on, or be liable to Owners for any interest earned on, moneys so held.

SECTION 2.04. Form of Bonds. The Bonds, the form of Trustee’s certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the form set February 5, 2024 Council Packet Page 113
forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture.

During any period that the Original Purchaser is the Owner of the Bond, the Bond shall not be (i) assigned a rating by any credit rating agency, (ii) registered with DTC or any other securities depository, (iii) offered pursuant to any type of offering document or official statement or (iv) assigned a CUSIP number.

SECTION 2.05. Execution of Bonds. The Bonds shall be signed in the name and on behalf of the Authority with the manual or facsimile signature of its Chairperson or the Executive Director or the Interim Executive Director, and attested with the manual or facsimile signature of its Secretary or any Assistant Secretary duly appointed by the Authority, and shall be delivered to the Trustee for authentication by it. In case any officer of the Authority who shall have signed any of the Bonds shall cease to be such officer before the Bonds so signed 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 the individual who signed the same had continued to be such officer of the Authority. Also, any Bond may be signed on behalf of the Authority by any individual who on the actual date of the execution of such Bond shall be the proper officer although on the nominal date of such Bond such individual shall not have been such officer. Only such of the Bonds as shall bear thereon a certificate of authentication, manually executed on behalf of the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

SECTION 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon presentation and surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Bond shall be surrendered for transfer, the Authority shall execute and the Trustee shall thereupon authenticate and deliver to the transferee a new Bond or Bonds of like tenor, interest rate, maturity and aggregate principal amount in Authorized Denominations. The Bonds may be transferred only in whole and not in part. The cost of printing any Bonds and any services rendered or fees or expenses incurred by the Trustee in connection with any such transfer shall be paid by the Authority, except that the Trustee shall require the payment by the Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. The Trustee shall not be required to transfer, pursuant to this Section, (a) any Bond during the period established by the Trustee for the selection of Bonds for redemption or (b) any Bond selected for redemption pursuant to Section 2.03(g). The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

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Notwithstanding any other provision hereof, the Bonds may not be registered in the name of, or transferred to, any person except an Approved Buyer who has executed and delivered a Purchaser Letter of Representations in the form set forth in Exhibit E hereto to the Trustee and the Authority; provided, however, that Bonds registered in the name of the Depository or the Nominee shall be deemed to comply with this Section 2.06 so long as each beneficial owner of the Bonds is an Approved Buyer. Any transfer in violation of this paragraph shall be null and void.

SECTION 2.07. Exchange of Bonds. Bonds may be exchanged at the Trust Office of the Trustee for the same aggregate principal amount of Bonds of the same tenor, interest rate, and maturity and of other Authorized Denominations. The cost of printing any Bonds and any services rendered or fees or expenses incurred by the Trustee in connection with any such exchange shall be paid by the Authority, except that the Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. The Trustee shall not be required to exchange, pursuant to this Section, (a) any Bond during the period established by the Trustee for the selection of Bonds for redemption or (b) any Bond selected for redemption pursuant to Section 2.03(g).

SECTION 2.08. Temporary Bonds. The Bonds may be issued initially in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Authority 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 be registered 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 furnish definitive Bonds without delay, and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange therefor at the Trust Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Bonds definitive Bonds of like tenor, maturity and aggregate principal amount in Authorized Denominations. 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. Registration Books. The Trustee will keep or cause to be kept at its Trust Office sufficient records for the registration and transfer of the Bonds, which shall at all times during regular business hours be open to inspection by the Authority with reasonable prior notice; 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 said records, Bonds as herein provided.

SECTION 2.10. 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, maturity and aggregate principal amount in an Authorized Denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it. If any Bond issued hereunder shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence shall be satisfactory to it and indemnity satisfactory to it shall be given, the Authority and Trustee, at the expense of the Bond Owner, shall execute, and the Trustee shall February 5, 2024 Council Packet Page 115
thereupon authenticate and deliver, a new Bond of like tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Bond the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee). The Authority may require payment of a reasonable fee for each new Bond issued under this Section and of the expenses that 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 contractual obligation on the part of the Authority whether or not the Bond alleged to be lost, destroyed or stolen shall be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds secured by this Indenture.

SECTION 2.11. Book-Entry System; Limited Obligation. The Bonds shall be initially executed, authenticated and delivered in the form of a separate single fully registered Bond (which may be typewritten) for each of the maturities of the Bonds. Upon initial execution, authentication and delivery, the ownership of each such Bond shall be registered in the Registration Books in the name of the Original Purchaser and shall thereafter be assigned to and registered in the name of such other Approved Buyer or in the name of the Nominee as nominee of the Depository, if applicable. Except as provided in Section 2.13 hereof, all of the Outstanding Bonds shall be registered in the Registration Books kept by the Trustee in the name of the Nominee and the Bonds may be transferred, in whole but not in part, only to another nominee of and Approved Buyer or of the Depository or of a successor Depository, if a depository is desired by such subsequent Approved Buyer and acceptable to the Trustee.

With respect to Bonds registered in the Registration Books in the name of the Nominee, the Authority and the Trustee shall have no responsibility or obligation to any Depository Participant or to any person on behalf of which such a Depository Participant holds a beneficial interest in the Bonds. Without limiting the immediately preceding sentence, the Authority and the Trustee shall have no responsibility or obligation with respect to (a) the accuracy of the records of the Depository, the Nominee or any Depository Participant with respect to any beneficial ownership interest in the Bonds, (b) the delivery to any Depository Participant, beneficial owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any redemption notice, (c) the selection by the Depository and the Depository Participants of the beneficial interests in the Bonds to be redeemed in part, or (d) the payment to any Depository Participant, beneficial owner or any other person, other than the Depository, of any amount with respect to principal of, interest on, or premium, if any, of the Bonds. The Authority and the Trustee may treat and consider the person in whose name each Bond is registered in the Registration Books as the holder and absolute Owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on, the Bond, for the purpose of giving Redemption Notices with respect to the Bonds and other notices with respect to the Bonds, and for all other purposes whatsoever, including, without limitation, registering transfers with respect to the Bonds.

The Trustee shall pay all principal of, premium, if any, and interest on, the Bonds only to or upon the order of the respective Bond Owners, as shown in the Registration Books kept by the Trustee, or their respective attorneys duly authorized in writing, and all such payments shall be valid hereunder with respect to payment of principal of, premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. No person other than a Bond Owner, as shown in the February 5, 2024 Council Packet Page 116
Registration Books, shall receive a Bond evidencing the obligation to make payments of principal of, premium, if any, and interest on, such Bond pursuant to this Indenture. Upon delivery by the Depository to the Trustee and the Authority of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Indenture shall refer to such new nominee of the Depository.

SECTION 2.12. Representation Letter. To qualify the Bonds for the Depository’s book-entry system, the Authority has previously authorized, executed, countersigned and delivered to such Depository a letter from the Authority representing such matters as shall be necessary to so qualify the Bonds (the “Representation Letter”). The execution and delivery of the Representation Letter shall not in any way limit the provisions of Section 2.11 hereof or in any other way impose upon the Authority or the City any obligation whatsoever with respect to persons having beneficial interests in the Bonds other than the Owners, as shown in the Registration Books kept by the Trustee. In the written acceptance by the Trustee of the Representation Letter, the Trustee shall agree, and hereby agrees, to take all actions necessary for all representations of the Trustee in the Representation Letter with respect to the Trustee to at all times be complied with.

In addition to the execution and delivery of the Representation Letter, the Authority representative and all other officers of the Authority, and their respective deputies and designees, each is hereby authorized to take any other actions, not inconsistent with this Indenture, to qualify the Bonds for the Depository’s book-entry program.

SECTION 2.13. Transfers Outside Book-Entry System. If at any time the Depository is being used in connection with the Bonds and the Depository notifies the Authority that it is unwilling or unable to continue as Depository with respect to the Bonds or if at any time the Depository shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation and a successor Depository is not appointed by the Authority within 90 days after the Authority receives notice or becomes aware of such condition, as the case may be, Section 2.11 hereof shall no longer be applicable and the Authority shall execute and the Trustee shall authenticate and deliver Bonds as provided below.

In addition, the Authority may determine at any time that the Bonds shall no longer be represented by global bonds and that the provisions of Section 2.11 hereof shall no longer apply to the Bonds.

In any such event the Authority shall execute and the Trustee shall authenticate and deliver Bonds as provided below. Bonds executed, authenticated and delivered in exchange for global bonds pursuant to this Section 2.13 shall be registered in such names and delivered in such Authorized Denominations as the Depository, pursuant to instructions from the Depository Participants or otherwise, shall instruct the Authority and the Trustee. The Trustee shall deliver such Bonds to the persons in whose names such Bonds are so registered.

If the Authority determines to replace the Depository with another qualified securities depository, the Authority shall prepare or cause to be prepared a new fully-registered global bond for each of the maturities of the Bonds, registered in the name of such successor or substitute securities depository or its nominee, or make such other arrangements as are acceptable to the Authority, the Trustee and such securities depository and not inconsistent with the terms of this Indenture.

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In connection with any proposed transfer outside the Book-Entry system, the Authority, the City or DTC shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Trustee shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

SECTION 2.14. Payments and Notices to the Nominee. All payments to the Original Purchaser shall be made by wire transfer in accordance with written instructions provided by the Original Purchaser or, with the Original Purchaser’s consent, by such other commercially reasonable method of payment. So long as the Bonds are owned by the Original Purchaser, or a single Owner, (i) the Trustee shall pay principal of and interest on the Bonds when due by wire transfer in immediately available funds to the Owner thereof in accordance with such wire transfer instruction as shall be filed by the Owner of the Bonds with the Trustee from time to time, (ii) payments of principal on the Bonds shall be made without the requirement for presentation and surrender of the Bonds by the Owner; provided, however, that the Owner shall present or surrender the Bonds prior to the final payment, payable at maturity, redemption or otherwise, to the Trust Office of the Trustee, and (ii) the Trustee shall not be require to give notice to the Owner of the sinking fund payments described in Section 2.02. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond shall subsequently be registered in the name of the Nominee, all payments of principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the Representation Letter or as otherwise instructed by the Depository.

ARTICLE III

DEPOSIT AND APPLICATION OF PROCEEDS
SECTION 3.01. Issuance of Bonds. Upon the execution and delivery of this Indenture, the Authority shall execute and deliver the Bonds to the Trustee for authentication and delivery to the original purchaser thereof upon the Request of the Authority.

SECTION 3.02. Application of Proceeds of Sale of Bonds. Upon the receipt of payment for the Bonds on the Closing Date the Trustee shall deposit $_________ of the net proceeds of the sale of the Bonds (representing the principal amount of the Bonds of $[Par Amount].00, plus a net original issue premium of $_________, less an underwriter’s discount of $________) as follows:
(1) $__________ in the 2024A Project Fund;
(2) $__________ in the 2024A Reserve Fund; and
(3) $__________ in the 2024A Costs of Issuance Fund.

The Trustee may establish such temporary funds, accounts and subaccounts as may be necessary or desirable to accomplish such deposits and transfer.

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SECTION 3.03. 2024A Costs of Issuance Fund. There is hereby established a fund to be held by the Trustee known as the “2024A Costs of Issuance Fund,” into which shall be deposited a portion of the proceeds of the sale of the Bonds pursuant to Section 3.02. The moneys in the 2024A Costs of Issuance Fund shall be used to pay Costs of Issuance related to the Bonds from time to time and shall be disbursed by the Trustee upon delivery to the Trustee of a requisition, substantially in the form attached hereto as Exhibit B, executed by an officer of the Authority. On the date that is 180 days following the Closing Date, or upon the earlier receipt by the Trustee of a Request of the Authority certifying that all Costs of Issuance related to the Bonds have been paid or provided for, the Trustee shall transfer any remaining amounts in the 2024A Costs of Issuance Fund to the Lease Revenue Fund and the Trustee shall then close the 2024A Costs of Issuance Fund.

SECTION 3.04. 2024A Reserve Fund. (a) There is hereby created a separate fund to be known as the “2024A Reserve Fund,” which shall be held in trust by the Trustee. An amount equal to the 2024A Reserve Requirement shall be maintained in the 2024A Reserve Fund at all times, subject to the provisions of Section 4.02(c), and any deficiency therein shall be replenished from the first available Revenues pursuant to Section 4.02(c). (b) Moneys in the 2024A Reserve Fund shall be used solely for the purpose of paying the principal of and interest on the Bonds, including the redemption price of the Bonds coming due and payable by operation of mandatory sinking fund redemption pursuant to Section 2.03, if the Revenues are insufficient therefor. If the amount on deposit in the Lease Revenue Fund on any date is insufficient to enable the Trustee to pay in full the aggregate amount of principal of and interest on the Bonds coming due and payable, including the redemption price of the Bonds coming due and payable by operation of mandatory sinking fund redemption pursuant to Section 2.03, the Trustee shall withdraw the amount of such insufficiency from the 2024A Reserve Fund and transfer such amount to the Lease Revenue Fund.
(c) If the amount on deposit in the 2024A Reserve Fund exceeds the 2024A Reserve Requirement on the fifteenth (15th) calendar day of the month preceding any Interest Payment Date, the amount of such excess shall be withdrawn therefrom by the Trustee and transferred to the Lease Revenue Fund and credited against the Base Rental Payments next due from the City. (d) The Authority may fund all or a portion of the 2024A Reserve Requirement with one or more Qualified Reserve Fund Credit Instruments. In any case where the 2024A Reserve Fund is funded with a combination of cash and a Qualified Reserve Fund Credit Instrument, the Trustee shall deplete all cash balances before drawing on the Qualified Reserve Fund Credit Instrument. With regard to replenishment, any available moneys provided by the Authority shall be used first to reinstate the Qualified Reserve Fund Credit Instrument and second, to replenish the cash in the 2024A Reserve Fund. If the Qualified Reserve Fund Credit Instrument is drawn upon, the Authority shall make payment of interest on amounts advanced under the Qualified Reserve Fund Credit Instrument after making any payments pursuant to Section 4.02.

If the Qualified Reserve Fund Credit Instrument will lapse or expire, the Trustee shall draw upon such Qualified Reserve Fund Credit Instrument prior to its lapsing or expiring in the full amount of such Qualified Reserve Fund Credit Instrument, make deposits from available Revenues to the 2024A Reserve Fund to increase the amount on deposit therein to the 2024A Reserve February 5, 2024 Council Packet Page 119
Requirement or substitute such Qualified Reserve Fund Credit Instrument with a Qualified Reserve Fund Credit Instrument that satisfies the requirements of this subsection (d) and the definition of such term.

SECTION 3.05. 2024A Project Fund. The Trustee shall establish, maintain and hold in trust a separate fund to be known as the “2024A Project Fund.” Except as otherwise provided herein, moneys in the 2024A Project Fund shall be used solely for the payment of Project Costs.

Before any payment from the 2024A Project Fund shall be made, the City shall file or cause to be filed with the Trustee, a requisition of the City which shall be substantially in the form attached hereto as Exhibit C. The Trustee shall be entitled to rely on the representations of the City contained in such requisition and shall not be required to independently verify the contents of such requisition.

Within three (3) Business Days following receipt of each such requisition, the Trustee shall pay the amount set forth in such requisition as directed by the terms thereof out of the 2024A Project Fund. Upon the Request of the City accompanied by a Certificate of the City stating that all Project Costs have been paid or provision made for their payment, any unexpended moneys in such 2024A Project Fund may be used to pay the costs associated with any other improvements of the City; provided, that in the opinion of Bond Counsel such use of the proceeds of the Bonds shall not adversely affect the exclusion of interest on the Bonds from gross income of the owners thereof.

For purposes of complying with the requirements of this Section, the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon the requisition signed by the authorized officer of the City. The Trustee shall not be bound to make an investigation into the facts or matters stated in any requisition of the City. The Trustee shall not be responsible for determining whether the funds on hand in the 2024A Project Fund are sufficient to complete the Project. The Trustee shall not be responsible to collect lien waivers.

Any unexpended moneys in the 2024A Project Fund subsequent to the payment of all Project Costs which are not used to pay the cost of other improvements of the City shall be transferred to the Lease Revenue Fund upon receipt by the Trustee of a Request of the City accompanied by a Certificate of the City stating that all Project Costs have been paid or provision made for their payment.

SECTION 3.06. 2024A Insurance and Condemnation Fund. The Trustee shall establish and maintain a separate fund to be known as the “2024A Insurance and Condemnation Fund,” into which shall be deposited Net Proceeds (as defined in the Lease) required to be deposited therein pursuant to Section 10 of the Lease. The Trustee shall disburse or transfer all amounts in the 2024A Insurance and Condemnation Fund, as stated in a Request of the City (as described below) for the payment of the cost of the reconstruction of the Leased Property (including reimbursement to the City for any such costs paid by it). Before any payment of money is made from the 2024A Insurance and Condemnation Fund, the Authority shall file or shall cause the City to file with the Trustee a requisition in substantially the form set forth as Exhibit D hereto.

SECTION 3.07. 2024A East Trunk Line Project Reimbursements and Development Impact Fees Fund. The Trustee shall establish and maintain a separate fund to be known as the February 5, 2024 Council Packet Page 120
“2024A East Trunk Line Project Reimbursements and Development Impact Fees Fund,” into which shall be deposited 2024A East Trunk Line Project Reimbursements and Development Impact Fees required to be deposited therein pursuant to Section 10 of the Lease. The Trustee shall disburse or transfer all amounts in the 2024A East Trunk Line Project Reimbursements and Development Impact Fees Fund, as stated in a Request of the City (as described below) for redemption of Bonds under Section 2.03(b).

SECTION 3.08. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be affected in any way by any proceedings taken with respect to the application of the proceeds of the Bonds, and the recital contained in the Bonds that the same are issued pursuant to the Bond Law shall be conclusive evidence of their validity and of the regularity of their issuance.

ARTICLE IV
REVENUES; FLOW OF FUNDS
SECTION 4.01. Pledge of Revenues; Assignment of Rights. Subject to the provisions of Section 6.03, the Bonds shall be secured by a first lien on and pledge (which shall be effected in the manner and to the extent hereinafter provided) of all of the Revenues, including all of the moneys in the 2024A Interest Account, the 2024A Principal Account and the 2024A Reserve Fund, including all amounts derived from the investment of such moneys. The Bonds shall be equally secured by a pledge, charge and lien upon the Revenues and such moneys without priority for number, date of the Bonds, date of execution or date of delivery; and the payment of the interest on and principal of the Bonds and any premiums upon the redemption of any portion thereof shall be and are secured by an exclusive pledge, charge and lien upon the Revenues and such moneys.

So long as any of the Bonds are Outstanding, the Revenues and such moneys shall not be used for any other purpose; except that out of the Revenues there may be apportioned such sums, for such purposes, as are expressly permitted by Section 4.02.

The Authority hereby transfers in trust and assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds, all of the Revenues and all of the right, title and interest (but none of the obligations) of the Authority in the Lease with respect to the Revenues, including its rights to receive the Base Rental Payments scheduled to be paid by the City under and pursuant to the Lease and any and all of the other rights of the Authority under the Lease as may be necessary to enforce payment of such Base Rental Payments when due or otherwise to protect the interest of the Owners of the Bonds, including its leasehold title to the Leased Property leased to the City pursuant to the Lease with respect to the Base Rental Payments. The Trustee accepts such assignments. The Trustee shall be entitled to and shall receive all of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee.

Each of the Authority and the City covenant and agree to take such action as is necessary from time to time to preserve the priority of the pledge set forth in this Section 4.01 under applicable law, and at the expense of the Authority or the City and the Trustee shall cooperate with the Authority and/or the City in taking such action.

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SECTION 4.02. Lease Revenue Fund; Receipt, Deposit and Application of Revenues. All Revenues shall be deposited by the Trustee in a special fund designated as the “Lease Revenue Fund,” which the Trustee shall establish, maintain and hold in trust hereunder. In the event the City pays more than 100% of the Base Rental Payments coming due 15 Business Days prior to any Interest Payment Date, the Trustee shall deposit into the Lease Revenue Fund only that portion of the Base Rental Payments which the City is required to make under Section 3(a) of the Lease, and shall remit any excess to the City.

On or before each Interest Payment Date, the Trustee shall transfer from the Lease Revenue Fund and deposit into the following respective accounts (each of which the Trustee shall establish and maintain within the Lease Revenue Fund), the following amounts in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority:
(a) 2024A Interest Account. The Trustee shall establish and maintain a separate account to be known as the “2024A Interest Account.” On or before each Interest Payment Date, the Trustee shall deposit in the 2024A Interest Account an amount required to cause the aggregate amount on deposit in the 2024A interest Account to equal the interest on the Bonds coming due on such Interest Payment Date pursuant to Section 2.02 or Section 2.03 or pursuant to a Supplemental Indenture, as the case may be. All moneys in the 2024A Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior to maturity).
(b) 2024A Principal Account. The Trustee shall establish and maintain a separate account to be known as the “2024A Principal Account.” On or before each Interest Payment Date, the Trustee shall deposit in the 2024A Principal Account an amount required to cause the aggregate amount on deposit in the 2024A Principal Account to equal the principal amount of the Bonds maturing on such Interest Payment Date pursuant to Section 2.02 or Section 2.03 or pursuant to a Supplemental Indenture, as the case may be. All moneys in the 2024A Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds. (c) 2024A Reserve Fund. If the amount on deposit in the 2024A Reserve Fund at any time falls below the 2024A Reserve Requirement, the Trustee shall promptly notify the City and the Authority of such fact and the Trustee shall promptly (i) withdraw the amount of such insufficiency from available Revenues on deposit in the 2024A Lease Revenue Fund, and (ii) transfer such amount to the 2024A Reserve Fund.
(d) Surplus. On or before February 1 and August 1 of each year the Trustee shall determine the Revenues, if any, remaining in the Lease Revenue Fund after making the deposits required by paragraphs (a) through (c) above, and shall apply such amount as a credit against the next following Base Rental Payment; provided that, until the 2024A Project Fund is closed in accordance with Section 3.05, earnings on amounts in 2024A Interest Account and the 2024A Reserve Fund shall be retained in the respective account or fund until transferred to the 2024A Project Fund as provided in Section 4.04.

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SECTION 4.03. Reserved.

SECTION 4.04. Investments. All moneys in the 2024A East Trunk Line Project Reimbursements and Development Impact Fees Fund shall be invested by the Trustee solely in Permitted Investments described in clause (n) of the definition thereof, and all moneys in any of the other the funds or accounts established with the Trustee pursuant to this Indenture shall be invested by the Trustee solely in Permitted Investments, in each case pursuant to the written direction (including facsimile transmission) of the Authority (such written direction to specify the particular investment in Permitted Investments to be made) given to the Trustee two Business Days in advance of the making of such investments. In the absence of any such direction from the Authority, the Trustee shall hold uninvested any moneys in the 2024A East Trunk Line Project Reimbursements and Development Impact Fees Fund and invest any other such moneys in money market funds described in subsection (g) of the definition of Permitted Investments; provided, however, that any such investment shall be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee shall have received a written direction of the Authority specifying a specific money market fund that satisfies the requirements of the subsection in which such investment is to be made and, if no such written direction is so received, the Trustee shall hold such moneys uninvested as cash. Obligations purchased as an investment of moneys in any fund or account shall be deemed to be part of such fund or account.

The Trustee shall transfer all investment earnings on amounts in 2024A Interest Account and the 2024A Reserve Fund to the 2024A Project Fund on each February 2 until the 2024A Project Fund is closed in accordance with Section 3.05 and thereafter all such investment earnings shall be transferred to the Lease Revenue Fund. All investment earnings on amounts in the 2024A Insurance and Condemnation Fund and the 2024A Principal Account shall be retained therein and applied in accordance herewith.

For purposes of acquiring any investments hereunder, the Trustee may commingle funds held by it hereunder. The Trustee, or any of its affiliates, may act as principal or agent in the acquisition of any investment and may impose its customary charges therefor, notwithstanding that (a) the Trustee charges and collects fees and expenses from such funds for services rendered, (b) the Trustee charges and collects fees and expenses for services rendered pursuant to this Indenture and (c) services performed for such funds and pursuant to this Indenture may converge at any time. The Trustee may act as manager, sponsor, advisor or depository with respect to any Permitted Investment. The Trustee shall incur no liability for the selection (other than as provided herein) of investments or for any losses, fees, taxes or other charges arising from any investments, reinvestments or liquidations made pursuant to this Section. In the event of a loss on the sale of such investments (after giving effect to any interest or other income thereon except to the extent theretofore paid to the Authority), the Trustee shall have no responsibility in respect of such loss except that the Trustee shall notify the Authority of the amount of such loss and the City shall promptly pay such amount to the Trustee to be credited as part of the moneys originally invested.

The Authority acknowledges that regulations of the Comptroller of the Currency grant the Authority the right to receive brokerage confirmations of security transactions to be effected by the Trustee hereunder as they occur, at no additional cost. The Authority specifically waives the right to receive such confirmation to the extent permitted by applicable law and agrees that it will instead receive periodic cash transaction statements which shall include detail for the investment February 5, 2024 Council Packet Page 123
transactions effected by the Trustee hereunder; provided, however, that the Authority retains its right to receive brokerage confirmation on any investment transaction requested by the Authority.

SECTION 4.05. Valuation and Disposition of Investments. For the purpose of determining the amount in any fund or account, Permitted Investments credited to such fund or account shall be valued at least semiannually on or before each Interest Payment Date at cost (excluding any brokerage commissions and excluding any accrued interest) by the Authority.

ARTICLE V

COVENANTS OF THE AUTHORITY
SECTION 5.01. Punctual Payment. The Authority shall punctually pay or cause to be paid the principal, interest and premium (if any) to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, but only out of applicable Revenues and other assets pledged for such payment as provided in this Indenture.

SECTION 5.02. Extension of Payment of Bonds. The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the Authority to issue bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the Bonds.

SECTION 5.03. Against Encumbrances. The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the applicable Revenues and other assets pledged or assigned under this Indenture while any of the Bonds are Outstanding, except the pledge and assignment created by this Indenture and a Supplemental Indenture. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Bond Law, and reserves the right to issue other obligations for such purposes.

SECTION 5.04. Power to Issue Bonds and Make Pledge and Assignment. The Authority is duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and assign the Revenues, the Lease and other assets purported to be pledged and assigned, respectively, under this Indenture in the manner and to the extent provided in this Indenture. The Bonds and the provisions of this Indenture are and will be the legal, valid and binding special obligations of the Authority in accordance with their terms, and the Authority and the Trustee (subject to the provisions of Section 6.02 hereof) shall at all times, to the extent permitted by law, defend, preserve and protect said pledge and assignment of Revenues and other assets and all the rights of the Bond Owners under this Indenture against all claims and demands of all persons whomsoever.

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SECTION 5.05. Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in which complete and accurate entries shall be made of all transactions by the Trustee relating to the proceeds of Bonds, the Revenues, the Lease and all funds and accounts established pursuant to this Indenture. Such books of record and account shall be available for inspection by the Authority and the City during regular business hours with reasonable prior notice.

SECTION 5.06. No Additional Obligations. The Authority covenants that no additional bonds, notes or indebtedness shall be issued or incurred that are payable out of the Revenues in whole or in part.

SECTION 5.07. Lease. The Trustee, as assignee of the Authority’s rights under the Lease with respect to the Revenues pursuant to Section 4.01 hereof and the Assignment Agreement, shall receive amounts due from the City pursuant to the Lease with respect to the Revenues. The Authority will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms contained in the Lease required to be complied with, kept, observed and performed by it and, together with the Trustee, will enforce the Lease against the City in accordance with its terms. So long as any Bond remain Outstanding, the Authority will not alter, amend or modify the Lease, except pursuant to Section 21 thereof.

SECTION 5.08. Further Assurances. The Authority will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture.

ARTICLE VI

THE TRUSTEE
SECTION 6.01. Appointment of Trustee. 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 of America, is hereby appointed Trustee by the Authority for the purpose of receiving all moneys required to be deposited with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture. The Authority agrees that it will maintain a Trustee which has (or which is a wholly-owned subsidiary of a corporation which has) a combined capital and surplus of at least $50,000,000, and which is subject to supervision or examination by Federal or State authority, so long as any Bonds are Outstanding. If such bank or trust company or such parent corporation publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this Section 6.01 the combined capital and surplus of such bank or trust company or such parent corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Trustee is hereby authorized to pay the principal of and interest and redemption premium (if any) on the Bonds when duly presented for payment at maturity, or on redemption February 5, 2024 Council Packet Page 125
prior to maturity, and to cancel all Bonds upon payment thereof. The Trustee shall keep accurate records of all funds and accounts administered by it and of all Bonds paid and discharged.

SECTION 6.02. Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.
(b) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a Certificate of the Authority or Certificate of the City. (c) 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 any of the Owners pursuant to this Indenture, unless such Owners shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(d) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond or other paper or document. (e) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no covenants or obligations of or against the Trustee shall be implied in this Indenture. In case an Event of Default hereunder or under the Lease has occurred (which has not been cured or waived), the Trustee may exercise such of the rights and powers vested in it by this Indenture and by the Lease, and shall use the same degree of care and skill in the exercise of such rights and powers as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (f) The Trustee may execute any of the trusts or powers hereunder and perform the duties required of it hereunder either directly or by or through attorneys, receivers or agents, shall not be liable for the acts or omissions of such attorneys, receivers or agents appointed with due care, and shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder. The Trustee may consult with counsel of its selection and conclusively rely on an opinion of counsel as full and complete authorization and protection for any action taken, suffered or omitted by it hereunder.
(g) The Trustee shall not be responsible for any recital herein, in the Lease, or in the Bonds, or for any of the supplements thereto or instruments of further assurance, or for the validity or sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby and makes no representation as to the validity or sufficiency of the Bonds, this Indenture or the Lease.

The Trustee shall not be bound to ascertain or inquire as to the observance or performance of any February 5, 2024 Council Packet Page 126
covenants, conditions or agreements on the part of the Authority hereunder or on the part of the Authority or the City under the Lease. The Trustee shall not be responsible for the use or application of the proceeds of the Bonds paid over by it to the Authority. (h) The Trustee, in its individual or any other capacity, may become the Owner or pledgee of Bonds secured hereby and otherwise deal with the Authority and the City with the same rights it would have if not the Trustee; may acquire and dispose of other bonds or evidences of indebtedness of the Authority with the same rights it would have if it were not the Trustee; and may act as a depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Bonds then Outstanding.
(i) The Trustee may conclusively rely and shall be protected in acting or refraining from acting, in good faith and without negligence, upon any notice, resolution, opinion, report, direction, request, requisition, consent, certificate, statement, instrument, order, affidavit, letter, telegram or other paper or document believed by it to be genuine and to have been signed or presented by the proper person or persons. Any action taken, suffered or omitted to be taken by the Trustee in good faith and without negligence pursuant to this Indenture or the Lease upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Bond, shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued upon the registration of transfer thereof or in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at his request unless the ownership of such Bond by such person shall be reflected on the Registration Books. (j) The permissive right of the Trustee to do things enumerated in this Indenture or in the Lease shall not be construed as a duty and it shall not be answerable for other than its negligence or willful default. The rights, privileges, protections, benefits, immunities and exceptions from liability of the Trustee including, without limitation, its right to be indemnified, shall extend to and be enforceable by the Trustee in each of its capacities hereunder and by its officers, directors, employees and agents.
(k) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder or under the Lease except failure by the Authority or the City to make any of the payments to the Trustee required to be made by the Authority pursuant hereto or thereto or failure by the Authority or the City to file with the Trustee any document required by this Indenture or the Lease to be so filed subsequent to the issuance of the Bonds by a certain date, unless the Trustee shall be specifically notified in writing of such default by the Authority or by the Owners of at least 25% in aggregate principal amount of the Bonds then Outstanding so that the Trustee has actual knowledge of such Event of Default and all notices or other instruments required by this Indenture to be delivered to the Trustee must, to be effective, be delivered at the Trust Office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default hereunder except as aforesaid. (l) At any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, accountants and representatives, shall have the right but shall not be required to February 5, 2024 Council Packet Page 127
inspect all books, papers and records of the Authority pertaining to the Bonds, and to make copies of any of such books, papers and records which are not privileged by statute or by law. In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform, on their face, to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (m) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises hereof. Before taking any action hereunder at the request or direction of the beneficial owners or Owners, the Trustee may require that security or indemnity satisfactory to it be furnished to it for the reimbursement of its fees, costs, liabilities and all expenses (including attorneys’ fees and expenses) which it may incur and to protect it against all liability. (n) Notwithstanding anything elsewhere in this Indenture with respect to the execution of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, as may be deemed desirable for the purpose of establishing the right of the Authority to the execution of any Bonds, the withdrawal of any cash or the taking of any other action by the Trustee.
(o) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the City. (p) Whether or not expressly provided therein, every provision of this Indenture, the Site Lease, the Assignment Agreement, and the Lease relating to the conduct or affecting the liability of the Trustee shall be subject to the provisions of this Section. (q) The Trustee shall have no responsibility or liability with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. (r) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, pandemics, epidemics, recognized public emergencies, quarantine restrictions, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, and hacking, cyber-attacks, or other use or infiltration of the Trustee’s technological infrastructure exceeding authorized access.

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(s) The Trustee is authorized and directed to enter into the Assignment Agreement in its capacity as Trustee.
(t) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission or other similar unsecured electronic methods, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority and City shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority and City whenever a person is to be added or deleted from the listing. If the Authority or City elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Authority and City understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority and City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority and City. 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 directions conflict or are inconsistent with a subsequent written instruction. The Authority and City agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions 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; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority and City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
(u) In acting or omitting to act pursuant to the Site Lease, the Lease, the Assignment Agreement or any other documents executed in connection herewith or therewith, the Trustee shall be entitled to all of the rights, protections, benefits, powers, immunities and indemnities accorded to it under this Indenture and the Lease, including, but not limited to, this Article VI.

SECTION 6.03. Fees, Charges and Expenses of Trustee. The Trustee shall be paid and reimbursed by the Authority for the compensation agreed to in writing from time to time for its services rendered hereunder and for all expenses, disbursements and advances (with interest on such expenses, disbursements and advances at the maximum rate allowed by law), counsel fees (including expenses) and other fees and expenses reasonably made or incurred by the Trustee in February 5, 2024 Council Packet Page 129
connection with such services. Upon the occurrence of an Event of Default hereunder, but only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment of any Bond upon the amounts held hereunder for the foregoing fees, charges and expenses incurred by it. When the Trustee incurs fees and expenses or renders services after the occurrence of an Event of Default, such fees and 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 6.04. Notice to Bond Owners of Default. If an Event of Default hereunder or under the Lease occurs with respect to any Bonds of which the Trustee has been given or is deemed to have notice, as provided in Section 6.02(k) hereof, then the Trustee shall, within 30 days of the receipt of such notice, give written notice thereof by first class mail to the Owner of each such Bond, unless such Event of Default shall have been cured before the giving of such notice; provided, however, that unless such Event of Default consists of the failure by the Authority to make any payment when due, the Trustee may elect not to give such notice and be protected in withholding such notice if and so long as the Trustee in good faith determines that it is in the best interests of the Bond Owners not to give such notice.

SECTION 6.05. Intervention by Trustee. In any judicial proceeding to which the Authority or the City is a party that, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Owners of any of the Bonds, the Trustee may intervene on behalf of such Bond Owners, and subject to Section 6.02(c), shall do so if requested in writing by the Owners of at least 25% in aggregate principal amount of such Bonds then Outstanding and indemnified to its satisfaction.

SECTION 6.06. Removal of Trustee. The Trustee may be removed at any time by an instrument or concurrent instruments in writing, filed with the Trustee and signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds. The Authority may also remove the Trustee at any time upon 30 days’ notice, except during the existence of an Event of Default. The Trustee may be removed at any time for any breach of the Trustee’s duties set forth herein.

SECTION 6.07. Resignation by Trustee. The Trustee and any successor Trustee may at any time give written notice of its intention to resign as Trustee hereunder, such notice to be given to the Authority and the City by registered or certified mail. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. Upon such acceptance, the Authority shall cause notice thereof to be given by first class mail, postage prepaid, to the Bond Owners at their respective addresses set forth on the Registration Books.

SECTION 6.08. Appointment of Successor Trustee. In the event of the removal or resignation of the Trustee pursuant to Sections 6.06 or 6.07, respectively, the Authority shall promptly appoint a successor Trustee. In the event the Authority shall for any reason whatsoever fail to appoint a successor Trustee within 60 days following the delivery to the Trustee of the instrument described in Section 6.06 or within 60 days following the receipt of notice by the Authority pursuant to Section 6.07, the Trustee may, at the expense of the Authority, apply to a February 5, 2024 Council Packet Page 130
court of competent jurisdiction for the appointment of a successor Trustee meeting the requirements of Section 6.01. Any such successor Trustee appointed by such court shall become the successor Trustee hereunder notwithstanding any action by the Authority purporting to appoint a successor Trustee following the expiration of such 60-day period.

SECTION 6.09. Merger or Consolidation. Any entity into which the Trustee may be merged or converted or with which it may be consolidated or any entity resulting from any merger, conversion or consolidation to which it shall be a party or any entity to which the Trustee may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, provided that such entity shall meet the requirements set forth in Section 6.01, shall be the successor to the Trustee and vested with all of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

SECTION 6.10. Concerning any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Authority an instrument in writing accepting such appointment hereunder and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the Request of the Authority, or of the Trustee’s successor, and upon payment in full of such predecessor’s fees and expenses then due and owing hereunder, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee hereunder to its successor. Should any instrument in writing from the Authority be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor Trustee, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority.

SECTION 6.11. Appointment of Co-Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in the case of litigation under this Indenture, and in particular in case of the enforcement of the rights of the Trustee on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action that may be desirable or necessary in connection therewith, it may be necessary that the Trustee or the Authority appoint an additional individual or institution as a separate trustee or co-trustee. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a trustee under Section 6.01. The following provisions of this Section are adopted to these ends. If the Trustee or the Authority appoints an additional individual or institution as a separate trustee or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate trustee or co-trustee but only to the extent necessary to enable such separate trustee or co-trustee to exercise such powers, rights and remedies, and every February 5, 2024 Council Packet Page 131
covenant and obligation necessary to the exercise thereof by such separate trustee or co-trustee shall run to and be enforceable by either of them. Should any instrument in writing from the Authority be required by the separate trustee or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. In case any separate trustee or co-trustee, or a successor to either, shall become incapable of acting, shall resign or shall be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or cotrustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co-trustee.

SECTION 6.12. Indemnification; Limited Liability of Trustee. The Authority further covenants and agrees, to the extent permitted by law, to indemnify and save the Trustee and its officers, directors, agents and employees, harmless against any loss, expense, action, suit, claim, judgment, damage, tax and liability arising out of or in the exercise and performance of its powers and duties hereunder and under the Assignment Agreement, the Site Lease and the Lease, including the costs and expenses of enforcing the provisions of this Indenture (including this Section), the Assignment Agreement, the Site Lease and the Lease against the City and Authority and of defending against any claim of liability (whether asserted by the Authority, the City, the Owners or any other person) and fees and expenses of its attorneys, but excluding any and all losses, expenses and liabilities that are due to the negligent or willful misconduct of the Trustee, its officers, directors or employees. The Trustee shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof. No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability hereunder. The Trustee shall not be liable for any action taken or omitted to be taken by it in accordance with the direction of the Owners of at least 25% in aggregate principal amount of Bonds Outstanding relating to the time, method and place of conducting any proceeding or remedy available to the Trustee under this Indenture or exercising any power conferred upon the Trustee under this Indenture. The obligations of the Authority under this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee under this Indenture.

ARTICLE VII

MODIFICATION AND AMENDMENT OF THE INDENTURE
SECTION 7.01. Amendment. This Indenture and the rights and obligations of the Authority and the Owners may be modified or amended at any time by a Supplemental Indenture, which shall become binding to the extent permitted by law upon adoption, without consent of any Owner, but only for any one or more of the following purposes:
(a) to add to the covenants and agreements of the Authority in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or February 5, 2024 Council Packet Page 132
powers herein reserved to or conferred upon the Authority so long as such limitation or surrender of such rights or powers shall not materially adversely affect the Owners; (b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the Authority may deem necessary or desirable; or (c) for any other purpose that does not materially adversely affect the interests of the Owners, as evidenced by the opinion of counsel delivered under Section 7.02 hereof.

Except as set forth in the preceding paragraph of this Section, this Indenture and the rights and obligations of the Authority and of the Owners may only be modified or amended at any time by a Supplemental Indenture, which shall become binding when the written consent of the Owners of a majority in aggregate principal amount of the affected Bonds then Outstanding are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums (if any) at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the Owner, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) modify any of the rights or obligations of the Trustee without its written consent thereto.

SECTION 7.02. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners of Outstanding Bonds, as the case may be, 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 Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Prior to entering into any Supplemental Indenture pursuant to this Section, the Authority shall deliver to the Trustee an opinion of Bond Counsel to the effect that such Supplemental Indenture has been adopted in accordance with the requirements of this Indenture and that such Supplemental Indenture is the legal, valid and binding obligation of the Authority, enforceable against the Authority in accordance with its terms.

SECTION 7.03. Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that the Bonds shall bear a notation, by endorsement in form approved by the Authority, as to such action, and in that case upon demand of the Owner at such effective date and presentation of such Bond for that purpose at the Trust Office of the Trustee, a suitable notation as to such action shall be made on such Bond. If the Authority shall so determine, new Bonds so modified as, in the opinion of the Authority, shall be necessary to conform to such Owners’ action shall be prepared and executed, and in that case upon demand of the Owner at such effective date such new Bonds shall be exchanged at the Trust Office of the Trustee, without cost to each Owner, for Bonds then Outstanding, upon surrender of such Outstanding Bonds.

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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS
SECTION 8.01. Events of Default. The following events shall be Events of Default hereunder:
(a) Default in the due and punctual payment of the principal of or premium on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, or by proceedings for redemption.
(b) Default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable. (c) Failure by the Authority to observe and perform any of the covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, other than as referred to in the preceding clauses (a) and (b), for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied, has been given to the Authority by the Trustee, or to the Authority and the Trustee by the Owners of not less than 50% in aggregate principal amount of the Outstanding Bonds; provided, that if such default is such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the Authority within the applicable period and diligently pursued until the default is corrected, which period shall not be longer than sixty (60) days from the date of written notice specifying the failure. (d) The filing by the Authority of a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the Authority, seeking reorganization under the Federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of its property. (e) Default under Section 11 of the Lease and such default shall not have been remedied within any applicable grace period thereunder.

SECTION 8.02. Remedies; No Acceleration. Upon the occurrence of an Event of Default 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 any member, officer or employee thereof, to compel the Authority or any such member, officer or employee to perform and 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 or in the Lease;
(b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee; or
(c) by suit in equity upon the happening of an Event of Default to require the Authority and its members, officers and employees to account as the trustee of an express trust.

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If an Event of Default shall have occurred and be continuing and if requested so to do by the Owners of a majority in aggregate principal amount of Outstanding Bonds and indemnified as provided in Section 6.02(c), the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article VIII, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Owners.

No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Owners) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or the Owners hereunder or now or hereafter existing at law or in equity.

No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver or any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient.

The Trustee shall have no right to declare the principal of or interest on the Bonds to be due and payable immediately.

Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment, or composition affecting the Bonds or the rights of any Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval of the Owners so affected.

SECTION 8.03. Application of Revenues and Other Funds After Default. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture shall be applied by the Trustee in the following order of priority:

First, to the payment of the fees, costs and expenses of the Trustee, including compensation to its agents, attorneys and counsel;
Second, to the payment of the whole amount of interest on and principal of the Bonds then due and unpaid, provided, however, that if such amounts shall be insufficient to pay in full the full amount of such interest and principal, then such amounts shall be applied to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest and amounts, if any, due and owing.

SECTION 8.04. Power of Trustee to Control Proceedings. If the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose February 5, 2024 Council Packet Page 135
of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation and if the Trustee is indemnified as provided in Section 6.02(c). Any suit, action or proceeding which any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners similarly situated and the Trustee is hereby appointed (and the successive respective Owners issued hereunder by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the respective Owners for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact. In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Owners of the Bonds, each representing less than a majority in aggregate principal amount of the Bonds Outstanding, the Trustee, in its sole discretion, may, and shall be fully indemnified for refraining from acting in the absence of written direction, determine what action, if any shall be taken and the Trustee may, in its sole discretion, take other actions.

SECTION 8.05. Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Revenues and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment shall confer.

SECTION 8.06. Non-Waiver. A waiver of any default or breach of duty or contract by the Trustee or any Owners 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. No delay or omission of the Trustee or any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or Owners by the Bond Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Owners, as the case may be.

SECTION 8.07. Rights of Owners. No Owner shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of 60 days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder; it being understood and intended that no one or more Owners shall have any right in any manner whatever February 5, 2024 Council Packet Page 136
by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners.

The right of any Owner to receive payment of the principal of and interest and premium (if any) on such Bond as herein provided or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture.

SECTION 8.08. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the Authority, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken.

ARTICLE IX

TAX COVENANTS
SECTION 9.01. Tax Covenants. The Authority covenants as follows in this Section.

When used in this Section, the following terms have the following meanings:
“Code” means the Internal Revenue Code of 1986.
“Computation Date” has the meaning set forth in section 1.148-1(b) of the Tax Regulations. “Gross Proceeds” means any proceeds as defined in section 1.148-1(b) of the Tax Regulations (referring to sales, investment and transferred proceeds), and any replacement proceeds as defined in section 1.148-1(c) of the Tax Regulations, of the Bonds. “Investment” has the meaning set forth in section 1.148-1(b) of the Tax Regulations. “Nonpurpose Investment” means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and that is not acquired to carry out the governmental purposes of the Bonds.
“Rebate Amount,” has the meaning set forth in section 1.148-1(b) of the Tax Regulations. “Tax Regulations” means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code, or section 103 of the 1954 Code, as applicable. “Yield” of any Investment has the meaning set forth in section 1.148-5 of the Tax Regulations; and of any issue of governmental obligations has the meaning set forth in section

1.148-4 of the Tax Regulations.

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(a) Not to Cause Interest to Become Taxable. The Authority covenants that it shall not use, and shall not permit the use of, and shall not omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner that if made or omitted, respectively, could cause the interest on any Bond to fail to be excluded pursuant to Section 103(a) of the Code from the gross income of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Trustee receives a written opinion of Bond Counsel to the effect that failure to comply with such covenant will not adversely affect such exclusion of the interest on any Bond from the gross income of the owner thereof for federal income tax purposes, the Authority shall comply with each of the specific covenants in this Section. (b) Private Use and Private Payments. Except as would not cause any Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Tax Regulations, the Authority shall take all actions necessary to assure that the Authority at all times prior to the final cancellation of the last of the Bonds to be retired:
(1) exclusively owns, operates and possesses all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds and not use or permit the use of such Gross Proceeds (including through any contractual arrangement with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) does not directly or indirectly impose or accept any charge or other payment by any person or entity (other than a state or local government) who is treated as using any Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds.
(c) No Private Loan. Except as would not cause any Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder, the Authority shall not use or permit the use of Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity if: (i) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction that creates a debt for federal income tax purposes; (ii) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (iii) indirect benefits of such Gross Proceeds, or burdens and benefits of ownership of any property acquired, constructed or improved with such Gross Proceeds, are otherwise transferred in a transaction that is the economic equivalent of a loan. (d) Not to Invest at Higher Yield. Except as would not cause the Bonds to become “arbitrage bonds” within the meaning of section 148 of the Code and the Tax Regulations and rulings thereunder, the Authority shall not (and shall not permit any person to), at any time prior to the final cancellation of the last Bond to be retired, directly or indirectly invest Gross Proceeds February 5, 2024 Council Packet Page 138
in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, would materially exceed the Yield of the Bonds within the meaning of said section 148.
(e) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Tax Regulations and rulings thereunder, the Authority shall take or omit to take (and shall not permit any person to take or omit to take) any action that would cause any Bond to be “federally guaranteed” within the meaning of section 149(b) of the Code and the Tax Regulations and rulings thereunder.
(f) Information Report. The Authority shall timely file any information required by section 149(e) of the Code with respect to Bonds with the Secretary of the Treasury on Form 8038- G or such other form and in such place as the Secretary may prescribe. (g) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Tax Regulations:
(1) The Authority shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Bond is discharged. However, to the extent permitted by law, the Authority may commingle Gross Proceeds of Bonds with its other monies, provided that it separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the Authority shall calculate, the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Tax Regulations and rulings thereunder. The Authority shall maintain a copy of the calculation with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. The Trustee shall not be responsible for calculating Rebate Amounts or for the adequacy or correctness of any rebate report. The Trustee may rely conclusively upon and shall be fully protected from all liability in relying upon the Authority’s, the City’s or a rebate analyst’s determinations, opinions, directions, calculations and certifications. The Trustee shall be deemed conclusively to have complied with the provisions of this Indenture and any other agreement relating to the Bonds regarding calculation and payment of rebate if it follows the directions of the Authority, the City or a rebate analyst, and it shall have no independent duty to review or enforce the Authority’s, City’s or rebate analyst’s compliance with such rebate requirements. The Trustee shall have no responsibility to independently make any calculation or determination or to review the Authority’s calculations hereunder.
(3) To assure the excludability pursuant to section 103(a) of the Code of the interest on the Bonds from the gross income of the owners thereof for federal income tax purposes, the Authority shall pay to the United States the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of the Final Computation Date as defined in section 1.148-3(e)(2) of the Tax Regulations, one February 5, 2024 Council Packet Page 139
hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, such rebate payments shall be made by the Authority at the times and in the amounts as are or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder, and shall be accompanied by Form 8038-T prepared by the Authority or such other forms and information as is or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder for execution and filing by the Authority.
(4) The Authority shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 3(h) of the Regulations.
(h) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Tax Regulations and rulings thereunder, the Authority shall not and shall not permit any person to, at any time prior to the final cancellation of the last of the Bonds to be retired, enter into any transaction that reduces the amount required to be paid to the United States pursuant to paragraph (g) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and had the Yields on the Bonds not been relevant to either party.
(i) Bonds Not Hedge Bonds.
(1) The Authority represents that none of the Bonds is or will become a “hedge bond” within the meaning of section 149(g) of the Code. (2) As of the date of issuance of the Bonds the Authority reasonably expects that at least 85% of the spendable proceeds of the Bonds will be expended within the three-year period commencing on such date of issuance, and (B) no more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed yield for a period of four years or more. (j) Elections. The Authority hereby directs and authorizes any Authority representative to make elections permitted or required pursuant to the provisions of the Code or the Tax Regulations, as such representative (after consultation with Bond Counsel) deems necessary or appropriate in connection with the Bonds, in the Tax Certificate or similar or other appropriate certificate, form or document.
(k) Closing Certificate. The Authority agrees to execute and deliver in connection with the issuance of the Bonds a Tax Certificate, or similar document containing additional representations and covenants pertaining to the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes, which representations and covenants are incorporated as though expressly set forth herein.

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The Authority shall at all times do and perform all acts and things permitted by law and this Indenture which are necessary or desirable in order to assure that interest paid on the Bonds (or any of them) will be excluded from gross income for federal income tax purposes and shall take no action that would result in such interest not being so excluded. Without limiting the generality of the foregoing, the Authority agrees to comply with the provisions of the Tax Certificate. This covenant shall survive payment in full or defeasance of the Bonds.

ARTICLE X

MISCELLANEOUS
SECTION 10.01. Limited Liability of Authority. Notwithstanding anything in this Indenture contained, the Authority shall not be required to advance any moneys derived from any source of income other than the Revenues for the payment of the principal of or interest on the Bonds, or any premiums upon the redemption thereof, or for the performance of any covenants herein contained (except to the extent any such covenants are expressly payable hereunder from the Revenues or otherwise from amounts payable under the Lease). The Authority may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose and may be used by the Authority for such purpose without incurring indebtedness.

The Bonds shall be revenue bonds, payable exclusively from the Revenues and other funds as in this Indenture provided. The general fund of the Authority is not liable, and the credit of the Authority is not pledged, for the payment of the interest and premiums (if any) on or principal of the Bonds. The Owners shall never have the right to compel the forfeiture of any property of the Authority except the Revenues and other funds pledged to the payment of the Bonds as provided in this Indenture. The principal of and interest on the Bonds, and any premiums upon the redemption of any thereof, shall not be a legal or equitable pledge, charge, lien or encumbrance upon any property of the Authority or upon any of its income, receipts or revenues except the Revenues and other funds pledged to the payment thereof as provided in this Indenture.

SECTION 10.02. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Authority, the Trustee, the City and the Owners, any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Authority shall be for the sole and exclusive benefit of the Trustee, the City and the Owners.

SECTION 10.03. Defeasance; Discharge of Indenture. If the Authority shall pay and discharge any or all of the Outstanding Bonds in any one or more of the following ways:
(a) by well and truly paying or causing to be paid the principal of and interest and premiums (if any) on such Bonds, as and when the same become due and payable; (b) by irrevocably depositing with the Trustee, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture, is fully sufficient to pay such Bonds, including all principal, interest and redemption premiums (if any); or February 5, 2024 Council Packet Page 141
(c) by irrevocably depositing with the Trustee or an escrow agent, in trust pursuant to an escrow deposit agreement, Defeasance Securities in such amount as an Independent Certified Public Accountant shall determine in a written report acceptable in form and substance to the Authority, and addressed, to the Authority and the Trustee, filed with the Trustee (upon which report the Trustee may conclusively rely) that will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and
(d) delivering an opinion of Bond Counsel acceptable in form and substance to the Authority, and addressed, to the Authority and the Trustee to the effect that the Bonds are no longer Outstanding under the Indenture, and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been mailed pursuant to Section 2.03(f) or provision satisfactory to the Trustee shall have been made for the mailing of such notice, then, at the Request of the Authority, and notwithstanding that any of such Bonds shall not have been surrendered for payment, the pledge of the Revenues and other funds provided for in this Indenture with respect to such Bonds, and all other pecuniary obligations of the Authority under this Indenture with respect to all such Bonds, shall cease and terminate, except only the obligation of the Authority to pay or cause to be paid to the Owners not so surrendered and paid all sums due thereon from amounts set aside for such purpose as aforesaid, and all amounts due the Trustee. Any funds held by the Trustee following any payment or discharge of the Outstanding Bonds pursuant to this Section, which are not required for said purposes, shall after payment of amounts due the Trustee hereunder be paid over to the Authority. The Authority shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Defeasance Securities deposited pursuant to this Section or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Owners of Outstanding Bonds.

SECTION 10.04. Successor is Deemed Included in All References to Predecessor.

Whenever in this Indenture or any Supplemental Indenture the Authority is named or referred to, such reference shall be deemed to include the successor to the powers, duties and functions, with respect to the management, administration and control of the affairs of the Authority, that are presently vested in the Authority, and all the covenants, agreements and provisions contained in this Indenture by or on behalf of the Authority shall bind and inure to the benefit of its successors whether so expressed or not.

SECTION 10.05. Content of Certificates and Opinions. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture except the certificate of destruction pursuant to Section 10.10 shall include (a) a statement that the person or persons making or giving such certificate or opinion have read such covenant or conditions and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate made or given by an officer of the Authority may be based, February 5, 2024 Council Packet Page 142
insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion or representation made or given by counsel may be based, insofar as it relates to factual matters, on information with respect to which is in the possession of the Authority or City, or upon the certificate or opinion of or representations by an officer or officers of the Authority or the City, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous.

SECTION 10.06. Execution of Documents by Owners. Any request, consent or other instrument required by this Indenture to be signed and executed by Owners may be in any number of concurrent writings of substantially similar tenor and may be signed or executed by such Owners in person or by their agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section.

The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument or writing acknowledged to him the execution thereof.

The ownership of Bonds shall be proved by the Registration Books. Any request, consent or vote of the Owner shall bind every future Owner with respect to the same Bond and the Owner with respect to any Bond issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee in reliance thereon or the Authority in pursuance of such request, consent or vote. In lieu of obtaining any demand, request, direction, consent or waiver in writing, the Trustee may call and hold a meeting of the Owners upon such notice and in accordance with such rules and obligations as the Trustee considers fair and reasonable for the purpose of obtaining any such action.

SECTION 10.07. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, unless all Bonds are then so owned, Bonds that are owned or held by or for the account of the City or the Authority (but excluding Bonds held in any employees’ retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, provided, however, that for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver, only Bonds which the Trustee actually knows to be so owned or held shall be disregarded, and if 100% of the Bonds are so owned, such Bonds shall be deemed Outstanding and shall not be disregarded.

SECTION 10.08. Waiver of Personal Liability. No official, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the interest on or February 5, 2024 Council Packet Page 143
principal of the Bonds; but nothing herein contained shall relieve any such official, officer, agent or employee from the performance of any official duty provided by law.

SECTION 10.09. Partial Invalidity. If any one or more of the covenants or agreements, or portions thereof, provided in this Indenture on the part of the Authority (or of the Trustee) to be performed should be contrary to law, then such covenant or covenants, such agreement or agreements, or such portions thereof, shall be null and void and shall be deemed separable from the remaining covenants and agreements or portions thereof and shall in no way affect the validity of this Indenture or of the Bonds; but the Owners shall retain all rights and benefits accorded to them under the Bond Law or any other applicable provisions of law.

SECTION 10.10. Disposal of Canceled Bonds. Whenever in this Indenture provision is made for the surrender of any Bonds which have been paid or canceled pursuant to the provisions of this Indenture, the Trustee shall cancel and dispose of such Bonds in accordance with its thencustomary procedures and upon Request of the Authority furnish to the Authority a certificate of such disposal.

SECTION 10.11. Funds and Accounts. Any fund or account required by this Indenture to be established and maintained by the Authority or the Trustee may be established and maintained in the accounting records of the Authority or the Trustee, as the case may be, either as a fund or an account, and may, for the purpose of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account. All such records with respect to all such funds and accounts held by the Authority shall at all times be maintained in accordance with generally accepted accounting principles and all such records with respect to all such funds and accounts held by the Trustee shall be at all times maintained in accordance with corporate trust industry practices; in each case with due regard for the protection of the security of the Bonds and the rights of every Owner thereof.

SECTION 10.12. Payment on Business Days. Whenever in this Indenture any amount is required to be paid on a day that is not a Business Day, such payment shall be required to be made, without accruing additional interest thereby, on the Business Day immediately following such day.

SECTION 10.13. Notices. All notices, requests and other communications provided for hereunder shall be in electronic, telephonic or written form and shall be given to the party to whom sent, addressed to it, at its address or other address or telephone, number telecopier as such party may hereafter specify for the purpose by notice to the other parties set forth below. Each such notice, request or communication shall be effective (i) if given by telephone, telecopier or other electronic means, when such communication is transmitted to the address specified below and any appropriate answerback or confirmation is received, (ii) if given by certified or registered mail, return receipt requested, on the date of receipt appearing on the return postal receipt for notices given by certified or registered mail, (iii) if given by hand delivery, when delivered at the address specified below:

If to the Authority: Selma Public Financing Authority
c/o City of Selma
1710 Tucker Street
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Selma, California 93662
Attention: Executive Director
If to the City: City of Selma
1710 Tucker Street
Selma, California 93662
Attention: City Manager
If to the Trustee: U.S. Bank Trust Company, National Association 333 South Hope Street, Suite 2525
Los Angeles, California 90071
Attention: Global Corporate Trust
The Authority and the Trustee may designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent.

SECTION 10.14. Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of the Bonds that remain unclaimed for two years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee at such date, or for two years after the date of deposit of such moneys if deposited with the Trustee after said date when such Bonds become due and payable, shall be repaid by the Trustee to the Authority (without liability for interest), as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the Authority for the payment of such Bonds; provided, however, that before being required to make any such payment to the Authority, the Trustee shall, at the written request and expense of the Authority, cause to be mailed to the Owners, at their respective addresses appearing on the Registration Books, a notice that said moneys remain unclaimed and that, after a date named in said notice, which date shall not be less than 30 days after the date of mailing of such notice, the balance of such moneys then unclaimed will be returned to the Authority.

SECTION 10.15. Governing Law. This Indenture shall be governed by and construed in accordance with the laws of the State of California.

SECTION 10.16. Execution in Counterparts. This Indenture may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for all purposes.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be signed by their respective officers, all as of the day and year first above written.

SELMA PUBLIC FINANCING AUTHORITY
By
Executive Director
ATTEST:

By __________________________________
Secretary
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee

By
Authorized Officer
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EXHIBIT A
[FORM OF BOND]

THIS BOND MAY NOT BE REGISTERED IN THE NAME OF, OR

TRANSFERRED TO, ANY PERSON EXCEPT AN APPROVED BUYER WHO HAS

EXECUTED AND DELIVERED A PURCHASER LETTER OF REPRESENTATIONS IN

ACCORDANCE WITH THE INDENTURE (DEFINED HEREIN)
No. ___ $_________

SELMA PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, 2024 SERIES A
(WASTEWATER INFRASTRUCTURE PROJECTS)
RATE OF INTEREST: MATURITY DATE: DATED DATE: CUSIP:
____%
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT:

The SELMA PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the “Authority”), for value received, hereby promises to pay (but only out of the Revenues, as defined in the Indenture hereinafter referred to, and certain other moneys) to the Registered Owner identified above or registered assigns (the “Registered Owner”), on the Maturity Date identified above or 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 Rate of Interest identified above in like money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the fifteenth calendar day of the month preceding such Interest Payment Date, in which case it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to [____], 2024, 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, this Bond shall bear interest from the Interest Payment Date to which interest hereon has previously been paid or made available for payment), payable semiannually on February 1 and August 1 in each year, commencing August 1, 2024 (the “Interest Payment Dates”) until payment of such Principal Amount in full. The Principal Amount hereof is payable by check or wire upon presentation hereof upon maturity or earlier redemption at the designated corporate trust office (the “Trust Office”) of U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Interest hereon is payable by check of the Trustee mailed by first class mail on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the registration books of the Trustee as of the fifteenth calendar day of the month preceding such Interest Payment February 5, 2024 Council Packet Page 148
Date (except that in the case of a Registered Owner of at least $1,000,000 in aggregate principal amount of Outstanding Bonds, such payment may, at such Registered Owner’s option, be made by wire transfer of immediately available funds in accordance with written instructions provided by such Registered Owner prior to the fifteenth calendar day of the month preceding such Interest Payment Date).

So long as all of the Bond is owned by the Original Purchaser or a single Owner (i) the Trustee shall pay principal of and interest and redemption premium on the Bond when due by wire transfer in immediately available funds to the Owner in accordance with wire transfer instructions on file with the Trustee as shall be filed by the Owner with the Trustee from time to time; provided, if the date for payment is not a Business Day, then such payment shall be made on the Business Day immediately preceding said payment date, (ii) payments of principal on the Bond, including sinking fund redemption, shall be made without the requirement for presentation or surrender of the Bond by the Owner; provided, however, that the Owner shall present, or surrender the Bonds prior to the final payment, payable at maturity, redemption, or otherwise, to the Trust Office of the Trustee, and (iii) the Trustee shall not be required to give notice to the Owner of the sinking fund redemption.

This Bond is one of a duly authorized issue of bonds of the Authority designated the “Selma Public Financing Authority Lease Revenue Bonds, 2024 Series A (Wastewater Infrastructure Projects)” (the “Bonds”), in an aggregate principal amount of $[Par Amount] issued under an Indenture, dated as of February 1, 2024 (the “Indenture”), by and between the Authority and the Trustee. Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the owners of the Bonds, of the nature and extent of the Revenues (as that term is defined in the Indenture), of the rights, duties and immunities of the Trustee and of the rights and obligations of the Authority thereunder; and all of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the Registered Owner hereof, and to all of the provisions of which Indenture the Registered Owner hereof, by acceptance hereof, assents and agrees.

The Bonds are authorized to be issued pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the “Act”). The Bonds are special obligations of the Authority and, as and to the extent set forth in the Indenture, are payable solely from and secured by a first lien on and pledge of the Revenues as provided in the Indenture. All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Revenues, and the Revenues constitute a trust fund for the security and payment of the principal of and interest on the Bonds. The full faith and credit of the Authority are not pledged for the payment of the principal of or interest or premium (if any) on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other moneys and securities as provided in the Indenture.

The Bonds have been issued for the purpose of financing certain capital facilities for the City. The Authority and the City have entered into a Lease Agreement, dated as of February 1, 2024 (the “Lease”), under which the City is obligated to pay amounts which are anticipated to be sufficient to enable the Authority to pay the principal of and interest on the Bonds.

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The Bonds are subject to redemption prior to their maturity as provided in the Indenture.

The Bonds are subject to redemption prior to their respective maturity dates, upon notice as provided in the Indenture, as a whole or in part on any date, from prepayments of Base Rental Payments made by the City pursuant to the Lease from funds received by the City due to a taking of the Leased Property or any portion thereof under the power of eminent domain or from insurance proceeds received by the City due to damage to or destruction of the Leased Property or any portion thereof, under the circumstances and upon the conditions and terms prescribed in the Indenture and in the Lease. Redemption of Bonds pursuant to this paragraph shall be made at a redemption price equal to the sum of the principal of the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption, without premium.

The Bonds may be issued in denominations of $5,000 or any integral multiple thereof.

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

This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Trust Office of the Trustee, 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 or Bonds, of Authorized Denomination or Denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary. The Trustee shall not be required to register the transfer or exchange of any Bond during the period in which the Trustee is selecting Bonds for redemption or any Bond selected for redemption.

The Indenture and the rights and obligations of the Authority and of the owners of the Bonds and of 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; provided, that no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or premiums at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee, all as more fully set forth in the Indenture.

It is hereby certified that all things, conditions and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California and by the Act (as such term is defined on the reverse side hereof) and the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or statutes of the State of California or by the Act.

February 5, 2024 Council Packet Page 150
This Bond shall not be entitled to any benefit under the Indenture (as such term is defined on the reverse side hereof), or become valid or obligatory for any purpose, until the certificate of authentication hereon shall have been manually signed by the Trustee.

February 5, 2024 Council Packet Page 151
IN WITNESS WHEREOF, the Authority has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signatures of its Interim Executive Director and Secretary as of the Dated Date identified above.

SELMA PUBLIC FINANCING AUTHORITY
By
Executive Director
ATTEST:
___________________________
Secretary
February 5, 2024 Council Packet Page 152
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Indenture and registered on the Bond Registration Books.

Dated: ________, 20__
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By
Authorized Signatory
February 5, 2024 Council Packet Page 153

ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto ________ ______________________________________________________________________________ _____________________________, whose tax identification number is ________, the withinmentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) _____________ ______________________________________________________ attorney to transfer the same on the books of the Trustee with full power of substitution in the premises.

Dated:

Signature guaranteed: ______________________________________ NOTE: The signature(s) on this Assignment
must correspond with the name(s) as written on
the face of the within Bond in every particular
without alteration or enlargement or any
change whatsoever.
_____________________________________
NOTICE: Signature must be guaranteed by a
member of an institution which is a participant
in the Securities Transfer Agent Medallion
Program (STAMP) or other similar program.

February 5, 2024 Council Packet Page 154

EXHIBIT B

FORM OF COSTS OF ISSUANCE REQUISITION
REQUISITION NO. __
with reference to
Selma Public Financing Authority
Lease Revenue Bonds, 2024 Series A
(Wastewater Infrastructure Projects)
I. The Selma Public Financing Authority (the “Authority”) hereby requests U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to that certain Indenture, dated as of February 1, 2024 (the “Indenture”), by and between the Authority and the Trustee, under the terms of which the Authority has issued its Lease Revenue Bonds, 2024 Series A (Wastewater Infrastructure Projects), to pay from the moneys in the 2024A Costs of Issuance Fund established pursuant to the Indenture, the amounts shown on Schedule I attached hereto to the parties indicated in Schedule I.

II. The payees, the purposes for which the costs have been incurred, and the amount of the disbursements requested are itemized on Schedule I hereto.

III. Each obligation mentioned in Schedule I hereto has been properly incurred and is a proper charge against the 2024A Costs of Issuance Fund. None of the items for which payment is requested has been reimbursed previously from the 2024A Costs of Issuance Fund.

IV. With respect to this requested disbursement, the undersigned (i) certifies that it has reviewed any wire instructions set forth in such written disbursement direction to confirm such wire instructions are accurate, (ii) agrees to indemnify and hold harmless the Trustee from and against any and all claim, demand, loss, liability, tax or expense sustained, including but not limited to attorneys’ fees and expenses and fees and expenses resulting directly or indirectly as a result of making the disbursement requested, and (iii) agrees that it will not seek recourse from the Trustee as a result of losses incurred by the undersigned for making the disbursement in accordance with this disbursement direction.

Dated: _______, 20__

SELMA PUBLIC FINANCING AUTHORITY
By
Title:

February 5, 2024 Council Packet Page 155

EXHIBIT C
FORM OF 2024A PROJECT FUND REQUISITION
Requisition of the City
(2024A Project Fund)
(Section 3.05 of the Indenture)
U.S. Bank Trust Company, National Association
Attention: Global Corporate Trust
Request No.: P-___ (to be sequentially numbered)
Project Component
Amount of
This Draw
Aggregate Amount
Draws Including
This Draw
___________ _______________
___________ _______________
___________ _______________
___________ _______________
___________ _______________
___________ _______________
(Continue on Additional Sheet if Necessary)
Name and Address of party to whom payment is to be made:

Purpose for which the obligation was incurred:

The undersigned (the “City”) hereby certifies that (i) each such cost or expense constitutes a proper charge against the Project Fund for services rendered, and has not been the subject of any other payment request filed with you; and (ii) if the payment is to be made to the City for amounts that it has paid or will pay to third parties, then the City has either made payment or will make payment within three Business Days of receipt of moneys requisitioned hereunder and that the aggregate number of Business Days during this calendar year during which it has held such amounts before making payment does not exceed twenty.

With respect to this requested disbursement, the undersigned (i) certifies that it has reviewed any wire instructions set forth in such written disbursement direction to confirm such wire instructions are accurate, (ii) agrees to indemnify and hold harmless the Trustee from and against any and all claim, demand, loss, liability, tax or expense sustained, including but not limited to attorneys’ fees and expenses and fees and expenses resulting directly or indirectly as a result of making the disbursement requested, and (iii) agrees that it will not seek recourse from the Trustee as a result of losses incurred by the undersigned for making the disbursement in accordance with this disbursement direction.

Date: ________, 20__
February 5, 2024 Council Packet Page 156

CITY OF SELMA
By:___________________________
Title:_________________________
February 5, 2024 Council Packet Page 157

EXHIBIT D

FORM OF NET PROCEEDS REQUISITION
REQUISITION NO. __ (to be numbered sequentially)
with reference to
Selma Public Financing Authority
Lease Revenue Bonds, 2024 Series A
(Wastewater Infrastructure Projects)
I. The Selma Public Financing Authority (the “Authority”) hereby requests U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to that certain Indenture, dated as of February 1, 2024 (the “Indenture”), by and between the Authority and the Trustee, under the terms of which the Authority has issued its Lease Revenue Bonds, 2024 Series A (Wastewater Infrastructure Projects), to pay from the moneys in the 2024A Insurance and Condemnation Fund established pursuant to the Indenture, the amounts shown on Schedule I attached hereto to the parties indicated in Schedule I.

II. The payees, the purposes for which the costs have been incurred, and the amount of the disbursements requested are itemized on Schedule I hereto.

III. Each obligation mentioned in Schedule I hereto has been properly incurred and is a proper charge against the 2024A Insurance and Condemnation Fund. None of the items for which payment is requested has been reimbursed previously from the 2024A Insurance and Condemnation Fund.

IV. There has not been filed with or served upon the City or the Authority a stop notice or any other notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the money payable to the person[s] named on Schedule I hereto which has not been released or will not be released simultaneously with the payment of such obligation, other than liens accruing by mere operation of law.

V. With respect to this requested disbursement, the undersigned (i) certifies that it has reviewed any wire instructions set forth in such written disbursement direction to confirm such wire instructions are accurate, (ii) agrees to indemnify and hold harmless the Trustee from and against any and all claim, demand, loss, liability, tax or expense sustained, including but not limited to attorneys’ fees and expenses and fees and expenses resulting directly or indirectly as a result of making the disbursement requested, and (iii) agrees that it will not seek recourse from the Trustee as a result of losses incurred by the undersigned for making the disbursement in accordance with this disbursement direction.

Dated: ________, 20__
February 5, 2024 Council Packet Page 158

SELMA PUBLIC FINANCING AUTHORITY
By
Title:

February 5, 2024 Council Packet Page 159

EXHIBIT E

FORM OF WRITTEN CERTIFICATE OF

SUBSTANTIAL PROJECT COMPLETION
[Trustee]
_______
_______
Attention: __________________
with reference to
Selma Public Financing Authority
Lease Revenue Bonds, 2024 Series A
(Wastewater Infrastructure Projects)
Re: Substantial Completion of the Project
In accordance with the terms of an Indenture, dated as of February 1, 2024 (the “Indenture”), by and between the Selma Public Financing Authority (the “Authority”), and U.S.

Bank Trust Company, National Association, as trustee, you are hereby notified that the Project is substantially completed, with all Project Costs paid or provision made for their payment.

Capitalized terms used herein shall have the meanings assigned in the Indenture.

Dated: ________, 20__

SELMA PUBLIC FINANCING AUTHORITY
By
Title:

February 5, 2024 Council Packet Page 160

EXHIBIT F

FORM OF LETTER OF REPRESENTATIONS
[Capital One Public Funding, LLC, Melville, New York]/[Approved Buyer] (“Buyer”) hereby certifies as follows with regard to the $[PAR AMOUNT] Selma Public Financing Authority Lease Revenue Bonds, 2024 Series A (Wastewater Infrastructure Projects) (the “Bonds”), dated June 1, 2022, issued by the Selma Public Financing Authority (the “Authority”) and payable from rental payments to be made by the City of Selma (the “City”):

1. Buyer has full power and authority to carry on its business as now conducted, deliver this Letter of Representations and make the representations and certifications contained herein.

2. Buyer is a lender that regularly extends credit to state and local governments by making loans and acquiring repayment obligations that are evidenced by obligations such as the Bonds; has knowledge and experience in financial and business matters that make it capable of evaluating the Authority, the City, the Bonds and the risks associated with the extension of credit evidenced by the Bonds; has the ability to bear the economic risk of extending the credit evidenced by the Bonds; and is a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act of 1933. Buyer is not acting as a broker, dealer, municipal securities underwriter, municipal advisor or fiduciary in connection with its extension of credit evidenced by the Bonds.

3. Buyer has conducted its own investigation of the financial condition of the Authority and the City, of the purpose for which the Bonds is being issued, and of the security for the payment of the principal of and interest on the Bonds and has obtained such information regarding the Bonds and the Authority and the City and their operations, financial condition, and financial prospects as Buyer deems necessary to make an informed lending decision with respect to its extension of credit evidenced by the Bonds.

4. Buyer extending credit to the Authority evidenced by the Bonds and is acquiring the interests in the Bonds as a vehicle for making a commercial loan for its own loan account and with the present intention of holding the Bonds to maturity or earlier prepayment, provided that Buyer retains the right at any time to dispose of the Bonds or any interest therein or portion thereof, but agrees that any such sale, transfer or distribution by Buyer shall be made in accordance with applicable law and the provisions of the Bonds and related documents only to a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act of 1933. Any transfer in violation of this Paragraph 4 or the Indenture shall be null and void.

5. Buyer acknowledges that (a) the Bonds (i) has not been registered under the Securities Act of 1933, as amended, (ii) has not been registered or otherwise qualified for sale under the securities laws of any state, and (iii) will not be listed on any securities exchange and (b) there is no established market for the Bonds and that none is likely to develop. Buyer understands and acknowledges that (a) its extension of credit evidenced by the Bonds is not intended to be subject to the requirements of Rule 15c2-12 promulgated under the Securities February 5, 2024 Council Packet Page 161
Exchange Act of 1934, as amended, and (b) in connection with Buyer’s extension of credit evidenced by the Bonds, neither the Authority nor the City has prepared or caused to be prepared, any official statement, private placement memorandum or other offering document.

6. Buyer is acting solely for its own loan account and not as a fiduciary for the Authority or the City or in the capacity of broker, dealer, placement agent, municipal securities underwriter, municipal advisor, or fiduciary. Buyer has not provided, and will not provide, financial, legal (including securities law), tax, accounting, or other advice to or on behalf of the Authority or the City (including to any municipal advisor or any placement agent engaged by the Authority or the City) with respect to the structuring, issuance, sale, or delivery of the Bonds.

Buyer has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934, as amended, to the Authority or the City with respect to the transactions relating to the structuring, issuance, sale, or delivery of the Bonds and the discussions, undertakings, and procedures leading thereto. Each of the Authority, the City, its municipal advisor, and its placement agent has sought and shall seek and obtain financial, legal (including securities law), tax, accounting, and other advice (including as it relates to structure, timing, terms, and similar matters and compliance with legal requirements applicable to such parties) with respect to the Bonds from its own financial, legal, tax, and other advisors (and not from the undersigned or its affiliates) to the extent that the Authority or the City, its municipal advisor, or its placement agent desires to, should, or needs to obtain such advice. Buyer expresses no view regarding the legal sufficiency of its representations for purposes of compliance with any legal requirements applicable to any other party, including but not limited to the Authority’s or the City’s municipal advisor or placement agent, or the correctness of any legal interpretation made by counsel to any other party, including but not limited to counsel to the Authority’s or the City’s municipal advisor or placement agent, with respect to any such matters. The transactions between the Authority, the City and Buyer are arm’s-length, commercial transactions in which Buyer is acting and has acted solely as a principal and for its own interest, and Buyer has not made recommendations to the Authority or the City with respect to the transactions relating to the Bonds.

7. Neither the Placement Agent, Trustee nor Bond Counsel, its members, its governing body, or any of its employees, counsel or agents will have any responsibility to the Buyer for the accuracy or completeness of information obtained by the Buyer from any source regarding the Issuer or its financial conditions or regarding the Bonds, the provision for payment thereof, or the sufficiency of any security therefor. The Buyer acknowledges that, as between the Buyer and all of such parties, the Buyer has assumed responsibility for obtaining such other information and making such review as the Buyer deemed necessary or desirable in connection with its decision to extend credit through purchase of the Bonds.

IN WITNESS WHEREOF, [_____], has caused this Letter of Representations to be executed by its officer thereunto duly authorized, all as of the day and year first above written. [_____]
February 5, 2024 Council Packet Page 162
By:

Name:

Title:

February 5, 2024 Council Packet Page 163
February 2, 2024
Jeff Land
[email protected]
Subject: City of Selma, California
Lease Purchase Agreement (the “Loan”)
Dear Jeff:

This Term Sheet is presented in connection with our discussions regarding the above-referenced potential Loan transaction. Capital One Public Funding, LLC (“COPF”) is very interested in working with City of Selma, California (“Borrower”) and are pleased to present the following summary terms:

Structure Ground lease/leaseback transaction among Borrower (as ground lessor under the ground lease and lessee under the lease), a third-party nonprofit (as ground lessee and lessor under the lease), and COPF (as assignee).

Estimated
Amount
Phase 1: $8,000,000
Use of
Proceeds
Installation of trunk lines.

Security
Provisions /
Repayment
Sources
Standard California abatement lease on real property acceptable to COPF.

Loan Rate* 4.93%
Payments Payments of principal due annually and interest due semi-annually. The Loan will be payable in installments on the dates and in the amounts set forth on the payment schedule identifying payment dates, principal, interest and total payment due, which shall be attached to the loan.

Avg Life /
Final
Approximately level annual debt service; final maturity 25 years.

Call
Provisions
Callable in whole beginning in year 8 at 102%, then in year 9 at 101%, then in year 10 and thereafter at par on any date with 30 days notice. Partial prepayment at par at any time is permitted as noted below.**
Tax Status Tax-exempt
Real Estate
Requirements
COPF shall require:
● standard representations from the Borrower regarding the absence of any adverse environmental conditions; and
● a title search indicating that free and clear title to the ground-leased property rests with the Borrower.

COPF shall not require an appraisal, Phase I, or survey. Title insurance (including a survey) shall only be required in the event of a title deficiency. *The Loan Rate is subject to change as described below. **Partial prepayment is allowed throughout the life of the Loan with 30 days notice: (i) from proceeds other than refunding sources; (ii) not more than four times prior to maturity or prepayment in whole; (iii) up to a total of 40% of the original principal balance; (iv) at par plus accrued interest to date of redemption; and (iv) provided that any such prepayment is applied to outstanding Loan principal in inverse order of rental payment date.

February 5, 2024 Council Packet Page 164
Interest Rate Assumptions
The above-quoted interest rate is based upon the assumptions set forth above regarding average life and final maturity. Any changes from the assumptions may require an adjustment to the quoted rate. The rate may also be subject to change if the contemplated Loan is not closed by April 4, 2024. COPF shall lock the rate when the Borrower provides a final debt service schedule and firm closing date.

Documentation
Loan documentation shall be prepared by qualified bond counsel subject to review by COPF and its counsel. Borrower shall provide, at its expense, an opinion of legal counsel (acceptable to COPF) attesting to the legal, valid, and binding nature of the transaction and the tax-exempt nature of the interest component of the Loan payments. Upon selection of COPF, the Borrower shall provide COPF the draft authorizing document for its review and comment.

Costs of Issuance
The Borrower shall be responsible for normal borrower costs of issuance including a financial advisor, placement agent, CDIAC fees and bond counsel. No fees will be due to COPF, which shall be responsible for the costs of its own legal review.

Phase 2
Assuming that this financing and the resulting project are successful, subsequent adequate and acceptable collateral are pledged and the Borrower’s overall financial condition remains acceptable, COPF is also interested in financing Phase 2, potentially up to an additional $8 million for a maximum exposure of $16 million.

Audited Financial Statements
Upon request, as soon as available, the Borrower shall send COPF a copy of its audited financial statements as of the end of the fiscal year.

Municipal Advisor Rules
This term sheet is provided to the Borrower pursuant to and in reliance upon the “bank exemption” provided under the municipal advisor rules of the Securities and Exchange Commission, Rule 15Ba1-1 seq.

Role of Capital One Public Funding, LLC
The Borrower acknowledges and agrees that: (i) the information contained in this term sheet is for discussion purposes only and sets forth certain proposed terms and conditions of an arm’s-length commercial transaction between the Borrower and COPF and does not constitute advice, an opinion or a recommendation by COPF; (ii) the Borrower will make its own determination regarding whether to enter into the proposed transaction and the terms thereof, and will consult with and rely on the advice of its own financial, accounting, tax, legal and other advisors; (iii) COPF is acting solely for its own account in connection with the proposed transaction, and is not acting as a municipal advisor, financial advisor, agent or fiduciary to the Borrower or any other person or entity (including to any financial advisor or placement agent engaged by the Borrower) and the Borrower, its financial advisor and placement agent are free to retain the services of such advisors (including as it relates to structure, timing, terms and similar matters and compliance with legal requirements applicable to such parties) as it deems necessary or appropriate; (iv) COPF has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to the Borrower with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto; (v) neither COPF nor any of its affiliates is acting as a broker, dealer, underwriter or placement agent with respect the transactions contemplated hereby; (vi) the only obligations COPF has to the Borrower with respect to the transaction contemplated hereby expressly are set forth in this term sheet; and (vii) COPF is not recommending that the Borrower take an action with respect to the transaction contemplated by this term sheet. Before taking any action with respect to the Loan, the Borrower should discuss the information contained herein with the Borrower’s own legal, accounting, tax, financial and other advisors, as it deems appropriate. If the Borrower would like a municipal advisor in this City of Selma, California February 2, 2024
Lease Purchase Agreement Page 2
February 5, 2024 Council Packet Page 165
transaction that has legal fiduciary duties to it, Borrower is free to engage a municipal advisor to serve in that capacity.

Other Information
To the extent that updated financial and other credit materials have not already been provided to COPF or are not available through public resources, COPF may require and request reasonable and customary information relevant to the Borrower's credit quality and the source(s) of repayment.

Confidentiality
The information contained herein is strictly confidential and is intended for review by the parties, their advisors and legal counsel only and may not be disclosed to any other person or entity, except as required by law or otherwise consented to by COPF.

Closing
This term sheet shall expire if not accepted by the Borrower by February 6, 2024. Once accepted, this term sheet shall expire if the transaction has not closed by April 4, 2024, unless extended by COPF at its sole discretion.

Subject to Final Credit and Documentation Approval
This is not a commitment; rather, the funding of the Loan will occur only after, among other things, (i) COPF’s final internal committee approval, and (ii) COPF and the Borrower, and their respective counsels, are fully satisfied with the terms of the Loan documents and all of the terms and conditions contained herein and in the Loan documents have been met. Any obligation of COPF to provide financing or otherwise shall arise only upon the execution of final Loan documents signed by authorized signatories of COPF and not from statements (oral or written) made during the course of discussions among the parties (whether or not prior to or after the date hereof).

Should the above-stated terms be acceptable to you, a formal decision through COPF’s internal credit process will be pursued as quickly as possible.

Thank you for the opportunity to offer this term sheet. Should you have any questions, please do not hesitate to contact me at (505) 400-0860 or [email protected].

Sincerely,
Jeffrey D. Sharp
Senior Vice President / Director of Business Development Capital One Public Funding, LLC
cc: Jonathan Lewis, Capital One Public Funding, LLC
Brenda Barnes, Capital One Public Funding, LLC
ACCEPTED BY: City of Selma, California
By
Name
Title
City of Selma, California February 2, 2024
Lease Purchase Agreement Page 3
February 5, 2024 Council Packet Page 166

PLACEMENT AGENT AGREEMENT
[_____] 1, 2024
City of Selma
1710 Tucker St.

Selma, CA 93662
Selma Public Financing Authority
1710 Tucker St.

Selma, CA 93662
Attention: Fernando Santillan, City Manager and Executive Director of the Authority The undersigned, Oppenheimer & Co. Inc. (the “Placement Agent”), offers to enter into the following agreement (this “Agreement”) with the City of Selma (the “City”) and the Selma Public Financing Authority (the “Authority”), which, upon acceptance by the City and the Authority, will be binding upon the City, the Authority and the Placement Agent.

Each of the City and the Authority acknowledges and agrees that (i) the placement of the 2024 Bonds (hereinafter defined) pursuant to this Placement Agent Agreement is an arm’s-length commercial transaction between the City, the Authority and the Placement Agent, (ii) in connection therewith and with the discussion, undertakings and procedures leading up to the consummation of such transaction, the Placement Agent is not acting as a fiduciary of or a financial advisor to the City or the Authority, (iii) the Placement Agent has not assumed an advisory or fiduciary responsibility in favor of the City or the Authority with respect to (a) the offering of the 2024 Bonds or the process leading thereto (whether or not the Placement Agent has advised or is currently advising the City or the Authority on other matters) or (b) any other obligation to the City or the Authority except the 2024 Bonds expressly set forth in this Placement Agent Agreement, and (iv) the City and the Authority have consulted with its own legal and other professional advisors to the extent it deemed appropriate in connection with the offering of the 2024 Bonds.

The Lease Agreement, dated as of [_____] 1, 2024 (the “2024 Lease Agreement”), is by and between the City and the Authority. Pursuant to an Assignment Agreement, dated as of [_____] 1, 2024, the Authority will assign to U.S. Bank Trust Company, National Association, as trustee, its right to receive lease payments made by the City under the 2024 Lease Agreement and certain rights and remedies of the Authority thereunder (other than certain retained rights).

Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Placement Agent, the City and the Authority hereby agree as follows:

1. Appointment of Placement Agent; Placement of Obligations; Closing. (a) The City hereby appoints the Placement Agent to act, and the Placement Agent hereby agrees to act, as the exclusive placement agent for the City in connection with the private sale of the 2024 Bonds to Capital One Public Funding (the “Purchaser”), and the Placement Agent hereby accepts such appointment. As compensation for its services hereunder, the Placement Agent shall February 5, 2024 Council Packet Page 167
charge a fee not in excess of $[____]. The fee to the Placement Agent will be contingent upon the issuance of the 2024 Bonds. At the closing of any such sale, the City shall pay or cause to be paid such fee to the Placement Agent by wire transfer or immediately available funds. The above fee does not include any services the Placement Agent may render in the future to the City or the Authority with respect to any offering or placement of municipal securities other than the 2024 Bonds. (b) The City understands that the Placement Agent will be acting as the agent of the City in the sale of the 2024 Bonds and agrees that, in connection therewith, the Placement Agent will use its “best efforts” to place the 2024 Bonds. The Placement Agent agrees that, in furtherance of its obligations hereunder, it shall provide substantially accurate and complete information to potential purchasers of the 2024 Bonds to the extent that it is able. (c) The City expressly agrees that nothing in this Agreement evidences or creates any expressed or implied commitment by the Placement Agent to purchase or place the 2024 Bonds. (d) On the closing date, the City will cause to be delivered (a) a final approving opinion of Norton Rose Fulbright US LLP, as Bond Counsel to the City (“Bond Counsel”), dated the closing date, addressed to or with a reliance letter to the Purchaser, in a form acceptable to the Purchaser, to the effect that the 2024 Bonds constitute valid and legally binding obligations of the Authority payable from and secured as set forth in the Indenture of Trust related to the 2024 Bonds (b) one or more certificates in form and tenor satisfactory to the Placement Agent evidencing the proper execution and delivery of the 2024 Bonds and receipt of payment therefor, including statements of the Authority, dated as of the date of such delivery, to the effect that there is no litigation pending or, to the knowledge of the signer or signers thereof, threatened relating to the issuance, sale and delivery of the 2024 Bonds, (c) a letter or certificate of the Purchaser, addressed to the Placement Agent, in form and content acceptable to the Placement Agent.

2. Reliance. The City recognizes that, in providing services under this Agreement, the Placement Agent will rely upon and assume the accuracy and completeness of the financial, accounting, tax and other information discussed with or reviewed by the Placement Agent for such purpose, and the Placement Agent does not assume responsibility for the accuracy and completeness thereof. The Placement Agent will have no obligation to conduct any independent evaluation or appraisal of the assets or the liabilities of the City or any other party or to advise or opine on related solvency issues. Nothing in this Agreement is intended to confer upon any other person (including creditors, employees or other constituencies of the City of the Authority) any rights or remedies hereunder or by reason hereof.

3. Termination. The Placement Agent’s authorization to carry out its duties hereunder may be terminated by the City, the Authority or the Placement Agent at any time with or without cause, effective upon receipt of written notice to that effect by the other party. Notwithstanding the foregoing, in the event the City or the Authority terminates this Agreement and within twelve (12) months after the Authority sells the 2024 Bonds to an investor identified by the Placement Agent prior to such termination, the amounts payable under Section 1(a) shall be immediately due and payable to the Placement Agent by the City.

4. Notices. Any notice or other communication to be given to any of the parties to this Agreement may be given by delivering the same in writing as follows: to the City at 1710 Tucker Street, Selma, CA 93662, Attention: City Manager, to the Authority at 1710 Tucker Street, Selma, CA February 5, 2024 Council Packet Page 168
93662, Attention: Executive Director and to the Placement Agent at 135 Main Street, Suite 1700, San Francisco, California 94105, Attention: Municipal Capital Markets Group.

5. Survival of Representations, Warranties and Agreements. This Agreement is made solely for the benefit of the City, the Authority and the Placement Agent, and no other person shall acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and agreements of the City and the Authority contained in this Agreement shall remain operative and in full force and effect regardless of delivery of any payment for the 2024 Bonds.

6. Counterparts. The Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

7. Effectiveness. This Agreement shall become effective upon the execution of the acceptance hereof by duly authorized signatory of the City and the Authority, which acceptance hereof shall be indicated on the signature page hereof, and shall be valid and enforceable as of the time of such acceptance. This Agreement may be executed by facsimile transmission and in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Very truly yours,
OPPENHEIMER & CO. INC.

By:

Managing Director

CITY OF SELMA
By:

City Manager

SELMA PUBLIC FINANCING AUTHORITY
By:

Executive Director
February 5, 2024 Council Packet Page 169
CITY MANAGER’S/STAFF’S REPORT
COUNCIL MEETING DATE: February 5, 2024
__________________________________________________________________________ ITEM NO:

SUBJECT:

2. Consideration of a Resolution awarding contract to HPS Mechanical, Inc. for the Clarkson Lift Station Improvement Project
______________________________________________________________________________ BACKGROUND: During a Special Council Meeting held on February 9, 2022, Council directed staff to allocate American Rescue Plan Act (“ARPA”) Funds for the improvements to the Clarkson Lift Station. The Clarkson Lift Station is located approximately 3.5 miles south of the city limits on McCall Avenue. The existing Lift Station currently sends sanitary sewer from a gravity main to the Selma – Kingsburg – Fowler Sanitation District (“SKF”) facility east of McCall Avenue and north of Clarkson Avenue. The Clarkson Lift Station Improvement Project (“Project”) includes the expansion of the existing Clarkson Lift Station site to include upgrading the existing pumps, a new wet well with additional pumps, site improvements, electrical enclosure, effluent vault, and discharge piping.

On November 2, 2023 the City held a public bid opening for the Project. On December 4, 2023, the Council rejected all bids for the Project through Resolution 2023-109R. On January 18, 2023, the City held a public bid opening for the re-bid of the Project. The Engineer’s Estimate for the Project was $2,500,000.00. The City received and opened bids from five contractors. The amounts of the bids were as follows:

Contractor Total Bid
Yanez Construction $2,187,286.00
Sierra Construction and Excavation, Inc. $2,431,380.00
HPS Mechanical, Inc. $2,631,300.00
SW Construction, Inc. $2,673,062.00
Dawson-Mauldin, LLC $3,244,900.00
Engineer’s Estimate $2,500,000.00
The proposal from Yanez Construction was determined to be non-responsive due to the lack of an acceptable Proposal Guarantee. Section 1.4 of the General Provisions of the Project Specifications requires a proposal guarantee in the form of a cashier’s check, certified check, or bidder’s bond.

Sierra Construction and Excavation, Inc. (“Sierra”) submitted a bid for the public bid opening on November 2, 2023. Following the bid opening, Staff received written notice that the bid provided by Sierra included a clerical error and requested that their bid be removed from consideration. According to the California Public Contract Code section 5105, a bidder who claims a mistake or who forfeits his or her bid security shall be prohibited from participating in further bidding on the project on which the mistake was claimed or security forfeited. Since Sierra claimed a mistake on the November 2, 2023 bid proposal, they are disqualified from consideration of the bid submitted on January 18, 2024.

February 5, 2024 Council Packet Page 170
DISCUSSION: Staff has reviewed the bid from HPS Mechanical, Inc. for completeness and determined that it is the lowest responsive and responsible bid and as such, Staff recommends that they be awarded the contract.

FISCAL IMPACT:

The estimated cost for the construction phase of the project is $3,286,300, as detailed below:
• Construction............................................................................ $2,631,300.00 • Construction Contingency .......................................................... $260,000.00 • Construction Management/Inspection/Testing/Admin .............. $395,000.00 The funding for this project will be the American Rescue Plan Act (“ARPA”) funds available to the City. The current balance of ARPA fund is $3,767,583.33. ______________________________________________________________________________ RECOMMENDATION: Approve Resolution awarding construction contract to HPS Mechanical, Inc. for the Clarkson Lift Station Improvement Project in the amount of $2,631,300.00; approving a 10% construction contingency for potential change orders in the amount of $260,000.00 for this project; and authorize the City Manager to sign contract documents on behalf of the City.
______________________________________________________________________________ ______/s/______________________________ ___02/01/2024_________ David Horn Date
City Engineer
_____/s/______________________________ ___02/01/2024_________ Jerome Keene Date
Deputy City Manager
_____/s/______________________________ ___02/01/2024_________ Fernando Santillan Date
City Manager
February 5, 2024 Council Packet Page 171
RESOLUTION NO. 2024-__

A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF SELMA, CALIFORNIA AWARDING CONTRACT FOR

CLARKSON LIFT STATION IMPROVEMENT PROJECT
WHEREAS, The City Council designated the Clarkson Lift Station Improvement Project (“Project”) to utilize American Rescue Plan Act (“ARPA”) funds; and, WHEREAS, the plans and specifications for the Project were prepared by AM Consulting Engineers, Inc., and approved by the Selma – Kingsburg – Fowler Sanitation District; and, WHEREAS, the project has been advertised and bids have been received on the project; and, WHEREAS, the bids were opened on Thursday, January 18, 2024; WHEREAS, Staff analyzed all bids received and determined the bid from HPS Mechanical, Inc. to be the lowest responsive and responsible base bid; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Selma hereby finds, determines, and declares the following:

1. The above recitals are true and correct;

2. The contract for the Clarkson Lift Station Improvement Project is awarded to HPS Mechanical, Inc., at a cost of $2,631,300.00;

3. Approve a 10% Construction Contingency in the amount of $260,000.00;

4. Authorize the City Manager to execute contract documents.

5. Severability. The provisions of this Resolution are severable and if any provision, clause, sentence, word or part thereof is held illegal, invalid, unconstitutional, or inapplicable to any person or circumstances, such illegality, invalidity, unconstitutionality, or inapplicability shall not affect or impair any of the remaining provisions, clauses, sentences, sections, words or parts thereof of the Resolution or their applicability to other persons or circumstances.

6. Effective Date. That the City Clerk shall certify to the adoption of this Resolution and that the same shall be in full force and effect.

The foregoing Resolution was approved and adopted at a regular meeting of the City Council of the Cityof Selma held on the 5
th day of February, 2024 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

February 5, 2024 Council Packet Page 172
____________________________
Scott Robertson
Mayor
ATTEST:
_______________________________
Reyna Rivera
City Clerk
February 5, 2024 Council Packet Page 173
CITY MANAGER’S/STAFF’S REPORT
COUNCIL MEETING DATE: February 05, 2024
__________________________________________________________________________ ITEM NO: 3.

SUBJECT: Consideration of the Adoption of the Downtown BID Management Plan and Downtown Logo
______________________________________________________________________________ BACKGROUND: The Downtown BID has completed its annual review of the management plan and is suggesting minor adjustments, including language clarification and additional guidelines, to ensure the ongoing smooth operation of the district.

The BID recognizes that a downtown logo serves as a visual identity that fosters community pride, attracts visitors, and promotes a cohesive image, contributing to the overall economic and cultural vitality of the city center. After 5 rounds of revisions the Downtown BID has prepared a logo for recommendation to the City Council.

DISCUSSION: The edits to the Downtown BID Management Plan include the addition of a social media policy, and addition of a governance excerpt that clarifies staggered appointments of board members, attendance policy, and the election of roles such as chair, vice chair, secretary treasurer and social media liaison.

FISCAL IMPACT: N/A
______________________________________________________________________________ RECOMMENDATION: The City Council has the option to either accept the BID Management Plan as it is presented, make additional recommendations, or give further direction to the board. Similarly, the City Council can choose to adopt the Logo as it is, offer recommendations, or provide direction to the BID Board for a new version of a downtown logo.
______________________________________________________________________________ _______/s/_________________________ 2/5/24__________
Alicia Aguirre, Economic Development Manager Date
______/s/_________________________ 2/5/24__________
Jerome Keene, Deputy City Manager Date
_____/s/__________________________ 2/5/24__________
Fernando Santillan, City Manager Date
Attachments:

1. BID Management Plan

2. BID Proposed Logo
February 5, 2024 Council Packet Page 174
Downtown Selma
Business Improvement District (BID)

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Selma City CouncilFebruary 5, 2024

Selma City Council
February 5, 2024