St. Helena City Council
October 22, 2024

City of St. Helena
Regular City Council Meeting
Tuesday, October 22, 2024 @ 6:00 PM
Vintage Hall Board Room - Second Floor
465 Main Street, St. Helena

PLEASE NOTE: Any person who wishes to speak regarding an item on the agenda or make a comment under the "Oral Communication" portion of the agenda may do so, but please observe the time limit of four minutes. The Mayor may reduce the four minute time limit for all speakers in circumstances where a large number of citizens intend to make public comment.

Public comment for meetings will be accepted via email to [email protected]. All public comments must be received three hours prior to the meeting. All other public comments received after the deadline will be attached to the item the next business day or soon thereafter. Public comments will not be read out loud but will be publicly available and attached to the on-line agenda.

The schedule of upcoming meetings and published meeting agendas can be found on the City of St. Helena website at https://sthelena.civicweb.net/portal/.

Page

1. CALL TO ORDER

2. ROLL CALL
Mayor: Paul Dohring, Vice Mayor Eric Hall:, City Council Members: Anna Chouteau, Patrick Kenealy, Billy Summers

3. PLEDGE OF ALLEGIANCE

4. ADOPTION OF THE AGENDA

5. JOINT CITY COUNCIL AND FINANCING AUTHORITY NEW BUSINESS:

The St. Helena City Council will now convene the meeting as a joint meeting of the City Council and Financing Authority.

5.1. 1) Recommended approval of a City Council Resolution approving: (a) the issuance of Certificates of Participation (2024 Wastewater System Improvement Project) (the “Certificates”), (b) approve the Installment Sale Agreement and the Trust Agreement (c) accept an offer to purchase the Certificates by the United States of America, acting through the Rural Utilities Service, U.S. Department of Agriculture (the “USDA”) and (d) direct the Mayor, the City Manager and Administrative Services Director to take all necessary actions to close the financing. 2) Recommended approval of a City Council Resolution authorizing USDA obligation: (USDA mandated form authorizing similar and related actions): authorizing and providing for the incurrence of indebtedness for the purpose of providing a portion of the cost of acquiring, constructing, enlarging, improving, and/or extending its wastewater facility to serve an area lawfully within its jurisdiction to serve. 9 - 100

3) Recommended approval of a St. Helena Financing Authority Resolution approving: (a) the issuance of Certificates of Participation (2024 Wastewater System Improvement Project) (the “Certificates”), (b) approve the Installment Sale Agreement and the Trust Agreement (c) accept an offer to purchase the Certificates by the United States of America, acting through the Rural Utilities Service, U.S. Department of Agriculture (the “USDA”) and (d) direct the Mayor, the City Manager and Administrative Services Director to take all necessary actions to close the financing.

Estimated start time: 6:05 p.m.

CEQA Determination: Not a CEQA project
Prepared By: Mandy Kellogg, Administrative Services Director Recommendation:

Staff recommends approval of the attached resolutions.

Staff Report - Pdf

6. The joint St. Helena City Council and Financing Authority will now convene the meeting as a regular City Council meeting.

7. APPROVAL OF MINUTES
Estimated start time: 6:15 p.m.

7.1. Consideration and proposed approval of Regular Meeting Minutes of October 8, 2024
10-08-2024 Regular City Council - Minutes
101 - 108

8. PUBLIC FORUM:

Members of the public are entitled to speak on matters of municipal concern not on the agenda during Public Forum. Each person’s comments shall be limited to 4 minutes. Each person is entitled to speak on any non-agendized item only once at any meeting. Brief questions by Council Members for clarifications may be posed and answered, and Council Members may make requests that items be placed on future agendas, but in accordance with state law, no substantive discussion or action may take place unless and until the matter properly appears on the agenda.

Estimated start time: 6:25 p.m.

9. REPORTS BY STAFF AND CITY COUNCIL, FUTURE AGENDA ITEMS, AND AB 1234 REPORTS:

Reports by staff and/or Council Members on items of general interest. Brief questions for clarification may be posed and answered, and Council Members may request that items be placed on a future agenda. Except under certain circumstances, the Brown Act prohibits any other discussion or action by the City Council.

Estimated start time: 6:30 p.m.

10. PRESENTATIONS AND PUBLIC RECOGNITIONS

Estimated start time: 6:35 p.m.

10.1. 2024 Friends of Libraries Week Proclamation presented to Deanna Griffin, Executive Director of Friends & Foundation, St. Helena Public Library
Proclamation
109

11. STAFF BRIEFING
Estimated start time: 6:45 p.m.

11.1. September 27, 2020 Glass Fire After Action Report Follow-up item to City Council by John Sorensen, Fire Chief

12. CONSENT ITEMS
Members of the Council or the public (present at the meeting) may ask that any items be considered individually for purposes of considering alternative action, for extended discussion, or for public comment. Unless that is done, one motion may be used to adopt all recommended actions. (Roll Call Vote) Estimated start time: 6:55 p.m.

12.1. Quarterly Grant Report for FY 2023-24 Q4 for the reporting period ending June 30, 2024 and FY 2024-25 Q1 for the reporting period ending September 30, 2024.

CEQA Determination: Not a CEQA project
Prepared By: Martin Beltran, Senior Management Analyst
Recommendation:

Receive and file.

Staff Report - Pdf
111 - 119

12.2. Water Supply and Forecasting - September 2024
CEQA Determination: Not a CEQA project
Prepared By: Ian Dale, Environmental Services Tech
Recommendation:

Receive and file.

Staff Report - Pdf
121 - 126

12.3. Consideration and proposed adoption of a Resolution accepting the work and directing the filing of the Notice of Completion for the Kearney and Andrea Water Main Replacement Project, Capital Improvement Project W21-01.

CEQA Determination: Class I Categorical Exemption under Section 15301 of CEQA
Prepared By: Mario Traverso, Project Manager, Stephanie Killingsworth, Public Works Financial Analyst
Recommendation:

Approve attached Resolution.

Staff Report - Pdf
127 - 139

12.4. Approval of a Resolution approving and authorizing the purchase of 141 - 148

Nicor Read-Rite Lids from PACE Supply for CIP Project W24-04 SMART Meter Deployment.

CEQA Determination: Not a CEQA project
Prepared By: Lesley Milton, Assistant Director of Public Works - Operations
Recommendation:

Approve the attached Resolution authorizing the purchase.

Staff Report - Pdf

12.5. Resolution Approving and Authorizing Contractor Pre-Qualification of Bidders for CIP Project W24-04 SMART Meter Deployment
CEQA Determination: Not a CEQA project
Prepared By: Lesley Milton, Assistant Director of Public Works - Operations
Recommendation:

Adopt Resolution as presented.

Staff Report - Pdf
149 - 167

12.6. Consideration and proposed adoption of a Resolution authorizing the City Manager to execute Amendment No. 1 to Professional Services Agreement STH Contract: FY2024-091 in the amount of $35,000 with Oscar Larson & Associates for services to fulfill CIP Project No. W-101 Tank 2 Rehabilitation Project for a total not-to-exceed amount of $44,300.

CEQA Determination: Not a CEQA project
Prepared By: Stephanie Killingsworth, Public Works Financial Analyst Recommendation:

Staff recommends that the City Council authorize the City Manager to execute an amendment to the existing contract with Oscar Larson & Associates for an additional $35,000 for the Water Tank # 2 Rehabilitation (W-101) for a total not-to-exceed $44,300.

Staff Report - Pdf
169 - 182

12.7. Resolution Honoring Senator Bill Dodd’s 25 Years in Public Service CEQA Determination: Not a CEQA project
Prepared By: Cindy Tzafopoulos, City Clerk
Recommendation:

Adopt
Staff Report - Pdf
183 - 185

13. PUBLIC HEARINGS

13.1. Discussion of Potential Activities and Projects for Inclusion in the 2024 Community Development Block Grant (CDBG) Applications; and (1) Consideration of Approval of a Resolution Approving Applications for Funding, and (2) the Execution of a Grant Agreement and any Amendments thereto from the 2024 Funding Year of the State CDBG Program.
187 - 235

Estimated start time: 7:00 p.m.

CEQA Determination: Not a CEQA project
Prepared By: Martin Beltran, Senior Management Analyst
Recommendation:

Recommendation of Approval of a Resolution Approving Applications for Funding and the Execution of a Grant Agreement and any Amendments thereto from the 2024 Funding Year of the State CDBG Program.

Staff Report - Pdf

14. OLD BUSINESS
None

15. NEW BUSINESS

15.1. Consideration of Adding 12 Level 3 electric vehicle chargers to the Oak Avenue / Money Way Public Parking Lot in Downtown St. Helena and Entering into an agreement with Tesla Inc for Installation and On-Going Maintenance of Chargers at No Cost to City.

Estimated start time: 7:05 p.m.

CEQA Determination: Exempt from the requirements of CEQA pursuant to Section 15301, Class 1, which exempts the operation, leasing, or minor alteration of existing facilities
Prepared By: Andrew Bradley, Program Manager
Recommendation:

Recommend allowing the City Manager to sign the Supercharger License Agreement with Tesla, Inc. so that the City of St. Helena can move forward with Tesla, Inc. to review plans and begin the permitting and approval process for adding 12 Level 3 Chargers to the City owned parking lot at Oak Avenue / Money Way.

Staff Report - Chargers for Oak Avenue / Money Way Lot 2024 - Pdf Public Comment.Chris Fowler
Public Comment.Laura Keir
Public Comment.Chris Warner
Public Comment.Pam Smithers
Presentation
237 - 321

15.2. Consideration and Proposed Approval of a Resolution Establishing two Ad Hoc committees: (1) Finance Advisory Committee and (2) Strategic Water and Wastewater Advisory Group.

CEQA Determination: Not a CEQA project
Prepared By: April Mitts, Assistant City Manager
Recommendation:

Adopt the attached resolution establishing the two committees and beginning the recruitment process.

Staff Report - Pdf
Public Comment.Ross Allen
Public Comment.Sharon Dellamonica
323 - 383

Public Comment.Timothy Hall
Public Comment.Celeste Neeley
Public Comment.Kelly Wheaton
Public Comment.Lana Ivanoff
Public Comment.Laura Keir
Public Comment.Ed Wellington
Public Comment.Richard Seiferheld
Public Comment.Tom Belt
Public Comment.Ellen Kieval
Public Comment.Leslie Wilks
Presentation

15.3. Consideration of a Resolution authorizing the waiver of building and grading permit fees and certain development impact fees in an amount not to exceed $199,922 and use of Affordable Housing Trust Funds and/or Measure E Funds in an amount not to exceed $1,100,042 for the remaining balance of development impact fees and water neutrality in lieu fees in order to accommodate a proposed 40-unit affordable housing project at 0 Fountain Street (APN 009-660-005) in the High Density Residential district.

Estimated start time: 7:45 p.m.

CEQA Determination: Exempt
Prepared By: Maya DeRosa, Community Development Director Recommendation:

Staff recommends that the City Council review and act on the request from Burbank Housing/OTSH to waive building and grading permit fees, certain development impact fees in amount not to exceed $199,922 and to use Affordable Housing Trust Funds and/or Measure E Funds in amount not to exceed $1,100,042 for the remaining balance of development impact and water neutrality fees in order to accommodate a proposed 40-unit affordable housing project at 0 Fountain Street in the High Density Residential district.

Staff Report - Pdf
Presentation
385 - 418

16. CITY COUNCIL REPORTS:

16.1. A. Association of Bay Area Governments (ABAG) - Executive Board B. Association of Bay Area Governments (ABAG) - General Assembly C. Napa Valley Tourism Corporation (Umbrella for Napa County) D. League of California Cities – North Bay Division
E. Napa County City Selection Committee
F. Napa County Flood Control and Water Conservation District G. Youth Opportunities Commission

H. Napa County Local Agency Formation Commission (LAFCO) I. Napa Valley Transportation Authority (NVTA)
J. Napa County Watershed Information Center & Conservancy (WICC) K. Upper Valley Waste Management Agency
L. Napa County Groundwater Sustainability Plan Advisory Committee M. Napa County Regional Climate Action Committee
N. Council Ad Hoc and Standing Committee Reports

17. ADJOURNMENT
The next Regular City Council meeting is scheduled for November 12, 2024, at 6:00 p.m.

This agenda was posted at City Hall, 1088 College Avenue, and at Vintage Hall, 465 Main Street, St. Helena, California on October 18, 2024.

Cindy Tzafopoulos, City Clerk
In Compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please call the City Clerk’s Office (707) 967-2792. Notification 72 hours prior to the meeting as required by Section 202 of the Americans with Disabilities Act will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

CHALLENGING DECISIONS OF CITY ENTITIES
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City of St. Helena is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision, including without limitation Government Code section 65009 applicable to many land use and zoning decisions, Government Code section 66499.37 applicable to the Subdivision Map Act, and Public Resources Code section 21167 applicable to the California Environmental Quality Act (CEQA). Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. Government Code section 65009 and 66499.37, and Public Resources Code section 21167, impose shorter limitations periods and requirements, including timely service in addition to filing.

If a person wishes to challenge the above actions in court, they may be limited

to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of St. Helena, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

SUPPLEMENTAL MATERIAL RECEIVED AFTER THE POSTING OF THE AGENDA
Any supplemental writings or documents distributed to a majority of the City Council regarding any item on this Agenda, after the posting of the Agenda, will be available for public review in the City Clerk’s Office located at 1088 College Avenue, St. Helena, California, during normal business hours and by appointment. In addition, such writings or documents will be made available on the City’s web site at https://sthelena.civicweb.net and will be available for public review at the respective meeting.

Agenda Report to the City Council
Agenda Section: NEW BUSINESS
Department: Finance
DATE: October 22, 2024
FROM: Mandy Kellogg, Administrative Services Director
SUBJECT: 1) Recommended approval of a City Council Resolution approving: (a) the issuance of Certificates of Participation (2024 Wastewater System Improvement Project) (the
“Certificates”), (b) approve the Installment Sale Agreement and the Trust Agreement (c) accept an offer to purchase the Certificates by the United States of America, acting through the Rural Utilities Service, U.S. Department of Agriculture (the “USDA”) and (d) direct the Mayor, the City Manager and Administrative Services Director to take all necessary actions to close the financing.
2) Recommended approval of a City Council Resolution
authorizing USDA obligation: (USDA mandated form
authorizing similar and related actions): authorizing and providing for the incurrence of indebtedness for the
purpose of providing a portion of the cost of acquiring, constructing, enlarging, improving, and/or extending its wastewater facility to serve an area lawfully within its jurisdiction to serve.
3) Recommended approval of a St. Helena Financing
Authority Resolution approving: (a) the issuance of
Certificates of Participation (2024 Wastewater System
Improvement Project) (the “Certificates”), (b) approve the Installment Sale Agreement and the Trust Agreement (c)
accept an offer to purchase the Certificates by the United States of America, acting through the Rural Utilities
Service, U.S. Department of Agriculture (the “USDA”) and (d) direct the Mayor, the City Manager and Administrative Services Director to take all necessary actions to close the financing.

RECOMMENDED
ACTION:

Staff recommends approval of the attached resolutions.

PREVIOUS COUNCIL
ACTION:

September 14, 2021 - Resolution 2021-115: Acceptance of a Bank Proposal for Financing CIP S-52
December 14, 2021 - Resolution 2021-161: Approval of
Installment Sale Financing to Provide Interim Financing of Agenda Item #5.1.

Wastewater System Improvements

STATEMENT OF THE
PURPOSE:

The purpose of this report is to approve the repayment of the interim financing from Bank of the West with the USDA Loan, facilitated by approving an Installment Sale
Agreement and Trust Agreement for the Certificates.

FINANCIAL IMPACT: The total financial impact is the USDA financing in the amount of $9,362,000 amortized for a period of forty (40) years at the fixed interest rate of 2.25%. The annual
payments from the Wastewater Enterprise Fund are
estimated to be $355,222 per year. The payment for FY
2024-25 has been included in the FY 2024-25 Operating
Budget.

This permanent financing will provide certainty to the
Wastewater enterprise fund as to the annual payments of principal and interest. Payments will be semi-annual
principal installments and semi-annual interest
installments. The precise payment amount will be based
on the interest rate at the time of loan closing and may be different than the one listed above.

BACKGROUND:

As a part of the City's efforts to secure low interest funding to implement projects for the City’s wastewater system, the City received a Letter of Conditions (“LOC”) from the United States Department of Agriculture Rural Utilities Service (“USDA Loan”), dated August 6, 2021. The USDA Loan would fund $9,362,000 of project costs, has a proposed term of 40 years and a proposed interest rate of 2.25%. The 2.25% interest rate is a capped interest rate. If at the time of loan funding the interest rate is lower, the City would receive the lower interest rate.

The USDA Loan is a takeout financing only funded upon completion of the project. This requires the participant to provide interim funding through available cash resources or an interim financing. City staff and the City's Municipal Advisor discussed the need for the City to secure interim financing. It was determined that short-term financing sold as a direct placement would be the most cost-efficient structure. A direct placement is the sale of a bond or loan to a commercial bank or other lender that operates in the municipal lending space.

On Friday, August 20, 2021, a Request for Proposal (“RFP”) was circulated to seventeen (17) lenders with responses due by Thursday, September 2, 2021. The City requested a loan with a final maturity date of October 1, 2024 and stated it would consider both fixed rate and variable rate alternatives. The City received four (4) RFP responses and recommended the interim financing from Bank of the West.

Agenda Item #5.1.

On September 14, 2021, City staff and the City’s Financing Team briefed the City Council on the need for the interim financing and presented the various financing options for discussion. At that meeting, City staff and the Financing Team received direction to move forward in the preparation of documents for the Bank of the West option. The Bank of the West proposal was a variable rate alternative based on the Secured Overnight Financing Rate "SOFR" and structured as a draw-down loan, meaning the City only paid interest on amounts drawn. However, the City did pay an ongoing maintenance fee for reserving undrawn amounts. Staff stated they would bring the item back to the City Council for formal approval.

On December 14, 2021, the City Council and the St. Helena Financing Authority formally approved the interim financing with the Bank of the West. The transaction closed on March 3, 2022 and, if not otherwise repaid early, will mature on April 1, 2025.

On average, the interest rate for the interim financing is 4.81%.

DISCUSSION:

The action for consideration in this staff report is to approve the repayment of the interim financing from Bank of the West, facilitated by approving an Installment Sale Agreement and Trust Agreement for the Certificates. Approval will provide permanent financing of the wastewater system improvements and approve all related actions and documents.

Documents for Review and Approval

1. Installment Sale Agreement (Exhibit 4): An agreement between the Authority (seller) and the City (purchaser) whereby the City will purchase from the Authority the Wastewater System improvements to be funded with the proceeds of the Certificates. In exchange, the City agrees to make installment payments to the Authority. The installment payments are equal to the debt service on the Certificates and the underlying USDA Loan Agreement.

2. Trust Agreement (Exhibit 5): A document by and among the Authority, the City and the City Administrative Services Director, as trust administrator (the "Trust Administrator") whereby the Trust Administrator agrees to make debt service payments directly to the USDA. This document governs all the terms and conditions of the Certificates including the role of the Trust Administrator, the principal payments along with the interest rate, the redemption provisions of the Certificates, establishes the funds and accounts for the Certificates, establishes the City obligations for reporting to the USDA, and remedies for Certificate holders in an event of default.

Estimates Costs of Issuance
The table below shoes the estimated budget of the proposed costs of issuance for the Certificates:

Agenda Item #5.1.

Role Amount
Bond Counsel 50,000
Municipal Advisor (1) 2,500
Total 52,500
(1) Estimated amount based on hourly rate and expenses
ENVIRONMENTAL REVIEW: None.

GOAL:

Goal 1: Strengthen Financial Sustainability
DOCUMENTS ATTACHMENTS:

Exhibit 1 - City of St. Helena_Bulletin1780-27 Loan Resolution Exhibit 2 - City Council Resolution USDA
Exhibit 3 - Authority Resolution USDA
Exhibit 4 - Installment Sale Agreement - St. Helena USDA Exhibit 5 - Trust Agreement - St. Helena USDA
Agenda Item #5.1.

Position 5
RUS BULLETIN 1780-27 APPROVED
OMB. No. 0572-0121

LOAN RESOLUTION
(Public Bodies)

A RESOLUTION OF THE

OF THE

AUTHORIZING AND PROVIDING FOR THE INCURRENCE OF INDEBTEDNESS FOR THE PURPOSE OF PROVIDING A

PORTION OF THE COST OF ACQUIRING, CONSTRUCTING, ENLARGING, IMPROVING, AND/OR EXTENDING ITS

FACILITY TO SERVE AN AREA LAWFULLY WITHIN ITS JURISDICTION TO SERVE.

WHEREAS, it is necessary for the _______________________________________________________________________________ (Public Body)
(herein after called Association) to raise a portion of the cost of such undertaking by issuance of its bonds in the principal amount of __________________________________________________________________________________________________________ pursuant to the provisions of _______________________________________________________________________________; and WHEREAS, the Association intends to obtain assistance from the United States Department of Agriculture, (herein called the Government) acting under the provisions of the Consolidated Farm and Rural Development Act (7 U.S.C. 1921 et seq.) in the planning. financing, and supervision of such undertaking and the purchasing of bonds lawfully issued, in the event that no other acceptable purchaser for such bonds is found by the Association:

NOW THEREFORE, in consideration of the premises the Association hereby resolves:

1. To have prepared on its behalf and to adopt an ordinance or resolution for the issuance of its bonds containing such items and in such forms as are required by State statutes and as are agreeable and acceptable to the Government.

2. To refinance the unpaid balance, in whole or in part, of its bonds upon the request of the Government if at any time it shall appear to the Government that the Association is able to refinance its bonds by obtaining a loan for such purposes from responsible cooperative or private sources at reasonable rates and terms for loans for similar purposes and periods of time as required by section 333(c) of said Consolidated Farm and Rural Development Act (7 U.S.C. 1983(c)).

3. To provide for, execute, and comply with Form RD 400-4, "Assurance Agreement," and Form RD 400-1, "Equal Opportunity Agreement," including an "Equal Opportunity Clause," which clause is to be incorporated in, or attached as a rider to, each construction contract and subcontract involving in excess of $10,000.

4. To indemnify the Government for any payments made or losses suffered by the Government on behalf of the Association.

Such indemnification shall be payable from the same source of funds pledged to pay the bonds or any other legal ly permissible source.

5. That upon default in the payments of any principal and accrued interest on the bonds or in the performance of any covenant or agreement contained herein or in the instruments incident to making or insuring the loan, the Government at its option may (a) declare the entire principal amount then outstanding and accrued interest immediately due and payable, (b) for the account of the Association (payable from the source of funds pledged to pay the bonds or any other legally permissible source), incur and pay reasonable expenses for repair, maintenance, and operation of the facility and such other reasonable expenses as may be necessary to cure the cause of default, and/or (c) take possession of the facility, repair, maintain, and operate or rent it. Default under the provisions of this resolution or any instrument incident to the making or insuring of the loan may be construed by the Government to constitute default under any other instrument held by the Government and executed or assumed by the Association, and default under any such instrument may be construed by the Government to constitute default hereunder.

6. Not to sell, transfer, lease, or otherwise encumber the facility or any portion thereof, or interest therein, or permit others to do so, without the prior written consent of the Government.

7. Not to defease the bonds, or to borrow money, enter into any contractor agreement, or otherwise incur any liabilities for any purpose in connection with the facility (exclusive of normal maintenance) without the prior written consent of the Government if such undertaking would involve the source of funds pledged to pay the bonds.

8. To place the proceeds of the bonds on deposit in an account and in a manner approved by the Government. Funds may be deposited in institutions insured by the State or Federal Government or invested in readily marketable securities backed by the full faith and credit of the United States. Any income from these accounts will be considered as revenues of the system.

9. To comply with all applicable State and Federal laws and regulations and to continually operate and maintain the facility in good condition.

10. To provide for the receipt of adequate revenues to meet the requirements of debt service, operation and maintenance, and the establishment of adequate reserves. Revenue accumulated over and above that needed to pay operating and maintenance, debt service and reserves may only be retained or used to make prepayments on the loan. Revenue cannot be used to pay any expenses which are not directly incurred for the facility financed by USDA. No free service or use of the facility will be permitted.

According to the Paperwork Reduction Act of 1995, an agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid OMB control number. The valid OMB control number for this information collection is 0572-0121. The time required to complete this information collection is estimated to average 1 hour per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information.

Agenda Item #5.1.

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11. To acquire and maintain such insurance and fidelity bond coverage as may be required by the Government.

12. To establish and maintain such books and records relating to the operation of the facility and its financial affairs and to provide for required audit thereof as required by the Government, to provide the Government a copy of each such audit without its request, and to forward to the Government such additional information and reports as it may from time to time require.

13. To provide the Government at all reasonable times access to all books and records relating to the facility and access to the property of the system so that the Government may ascertain that the Association is complying with the provisions hereof and of the instruments incident to the making or insuring of the loan.

14. That if the Government requires that a reserve account be established, disbursements from that account(s) may be used when necessary for payments due on the bond if sufficient funds are not otherwise available and prior approval of the Government is obtained. Also, with the prior written approval of the Government, funds may be withdrawn and used for such things as emergency maintenance, extensions to facilities and replacement of short lived assets.

15. To provide adequate service to all persons within the service area who can feasibly and legally be served and to obtain USDA’s concurrence prior to refusing new or adequate services to such persons. Upon failure to provide services which are feasible and legal, such person shall have a direct right of action against the Association or public body.

16. To comply with the measures identified in the Government's environmental impact analysis for this facility for the purpose of avoiding or reducing the adverse environmental impacts of the facility's construction or operation.

17. To accept a grant in an amount not to exceed $
under the terms offered by the Government; that the
and of the Association are hereby authorized and empowered to take all action necessary or appropriate in the execution of all written instruments as may be required in regard to or as evidence of such grant; and to operate the facility under the terms offered in said grant agreement(s).

The provisions hereof and the provisions of all instruments incident to the making or the insuring of the loan, unless otherwise specifically provided by the terms of such instrument, shall be binding upon the Association as long as the bonds are held or insured by the Government or assignee. The provisions of sections 6 through 17 hereof may be provided for in more specific detail in the bond resolution or ordinance; to the extent that the provisions contained in such bond resolution or ordinance should be found to be inconsistent with the provisions hereof, these provisions shall be construed as controlling between the Association and the Government or assignee.

The vote was: Yeas Nays Absent
IN WITNESS WHEREOF, the of the
has duly adopted this resolution and caused it
to be executed by the officers below in duplicate on this , day of

(SEAL) By
Attest: Title

Title
Agenda Item #5.1.

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CERTIFICATION TO BE EXECUTED AT LOAN CLOSING
I, the undersigned, as of the
hereby certify that the of such Association is composed of members, of whom , constituting a quorum, were present at a meeting thereof duly called and held on the day of ; and that the foregoing resolution was adopted at such meeting by the vote shown above, I further certify that as of , the date of closing of the loan from the United States Department of Agriculture, said resolution remains in effect and has not been rescinded or amended in any way.

Dated, this day of

Title
Agenda Item #5.1.

CITY OF ST. HELENA
RESOLUTION NO. 2024-____
Resolution Authorizing: the execution and delivery of certificates of participation and an installment sale agreement to finance wastewater system improvements and approving related documents and actions

RECITALS
A. WHEREAS, the City of St. Helena (the “City”) owns and operates a system for the collection, treatment and disposal of wastewater within the service area of the City (the “Wastewater System”); and
B. WHEREAS, the City has undertaken the construction of new treatment facilities for the Wastewater System, including a membrane bioreactor system, retrofitting and rehabilitation of aging facilities and various other related improvements (the “Project”), and to that end, the City in March 2022 obtained interim short-term financing from Bank of the West, to be replaced by long-term financing from the United States of America, acting through Rural Utilities Service, U.S. Department of Agriculture (commonly referred to as “USDA”); and
C. WHEREAS, the St. Helena Financing Authority (the “Authority”) was established to assist the City with the financing and refinancing of projects like the Project; and D. WHEREAS, the City, working together with the Authority, proposes to long-term finance the Project as described in the hereinafter defined Installment Sale Agreement, and it is in the public interest and for the public benefit that the City authorize and direct execution of the Installment Sale Agreement and certain other financing documents in connection therewith; and
E. WHEREAS, the City and this Council have determined that it is in its best interests to fully pay the Bank of the West short-term financing and replace it by long-term USDA financing for the Project, and in order to implement such financing the City has proposed to enter into an Installment Sale Agreement (the “Installment Sale Agreement) with the Authority pursuant to which the Authority agrees to provide financing for the Project and to sell the Project to the City in consideration of the payment by the City of semi-annual installment payments (the “Installment Payments”), which are payable from and secured by a pledge of and lien on the net revenues of the Wastewater System; and F. WHEREAS, the documents below specified have been filed with the City Clerk and the members of the Council, with the aid of its staff, have reviewed such documents; G. WHEREAS, pursuant to Government Code Section 5852.1, certain information relating to the proposed financing is set forth in the staff report accompanying this Resolution, and such information is hereby disclosed and made public; and Agenda Item #5.1.

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H. WHEREAS, the City Council approves all of said transactions in furtherance of the public purposes of the City, and the City Council wishes at this time to authorize all proceedings and documents relating to the financing of the Project as described herein.

RESOLUTION
The City Council of the City of St. Helena hereby resolves as follows:

Section 1. Approval of Financing Proposal. Certificates of Participation (2024 Wastewater System Improvement Project) in an aggregate principal amount not to exceed $9,362,000 (the “Certificates”) are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement, as hereinafter defined.

Section 2. The below-enumerated documents are hereby approved, and the Mayor, City Manager, and Administrative Services Director (each, an “Authorized Officer”) is hereby authorized and directed to execute those documents, with such changes, insertions and omissions as may be approved by such official, upon consultation with bond counsel, and the City Clerk is hereby authorized and directed to attest to such official’s signature:
(a) the Installment Sale Agreement, relating to the Project, by and between the Authority, as seller, and the City, as purchaser (the “Installment Sale Agreement”), so long as the total principal amount of the Installment Sale Agreement does not exceed $9,362,000; and
(b) the Trust Agreement, by and among the Authority, the City and the City Administrative Services Director, as trust administrator (the “Trust Administrator”), relating to the financing, and the execution and delivery of the Certificates (the “Trust Agreement”).

Section 3. An offer to purchase the Certificates, submitted to the City by the United States of America, acting through Rural Utilities Service, U.S. Department of Agriculture, is hereby approved, and any Authorized Officer is hereby authorized and directed to indicate the City’s acceptance of such offer by the execution thereof, with such changes, insertions, and omissions as may be approved by such official, so long as the aggregate principal amount of the Certificates does not exceed $9,362,000.

Section 4. The Authorized Officers and any 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 actions, including 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, may deem necessary or advisable in order to effect the purposes of this resolution and the financing herein authorized. Whenever in this resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer or subsequently ratified by such officer as the person to act on his or her behalf in the case such officer is absent or unavailable.

Section 5. This Resolution shall take effect immediately upon its passage and adoption.
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Agenda Item #5.1.

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Approved at a Regular Meeting of the St. Helena City Council on October 22, 2024, by the following vote:

Mayor Dohring: ______________
Vice Mayor Hall: ______________
Councilmember Chouteau: ______________
Councilmember Hardy: ______________
Councilmember Summers: ______________
APPROVED:
_________________________
Paul Dohring, Mayor
ATTEST:
___________________________
Cindy Tzafopoulos, City Clerk
Agenda Item #5.1.

ST. HELENA FINANCING AUTHORITY
RESOLUTION NO. 2024-____
Resolution Authorizing: the execution and delivery of certificates of participation and an installment sale agreement to finance wastewater system improvements and approving related documents and actions

RECITALS
A. WHEREAS, the City of St. Helena (the “City”) owns and operates a system for the collection, treatment and disposal of wastewater within the service area of the City (the “Wastewater System”); and
B. WHEREAS, the City has undertaken the construction of new treatment facilities for the Wastewater System, including a membrane bioreactor system, retrofitting and rehabilitation of aging facilities and various other related improvements (the “Project”), and to that end the City in March 2022 obtained interim short-term financing from Bank of the West, to be replaced by long-term financing from the United States of America, acting through Rural Utilities Service, U.S. Department of Agriculture (commonly referred to as “USDA”); and
C. WHEREAS, the St. Helena Financing Authority (the “Authority”) was established to assist the City with the financing and refinancing of projects like the Project; and D. WHEREAS, the City, working together with the Authority, proposes to long-term finance the Project as described in the hereinafter defined Installment Sale Agreement, and it is in the public interest and for the public benefit that the City authorize and direct execution of the Installment Sale Agreement and certain other financing documents in connection therewith; and
E. WHEREAS, the City and this Board have determined that it is in its best interests to fully pay the Bank of the West short-term financing and replace it by long-term USDA financing for the Project, and in order to implement such financing the City has proposed to enter into an Installment Sale Agreement (the “Installment Sale Agreement) with the Authority pursuant to which the Authority agrees to provide financing for the Project and to sell the Project to the City in consideration of the payment by the City of semi-annual installment payments (the “Installment Payments”), which are payable from and secured by a pledge of and lien on the net revenues of the Wastewater System; and F. WHEREAS, the documents below specified have been filed with the Board Secretary and the members of the Board, with the aid of its staff, have reviewed such documents; G. WHEREAS, the Board approves all of said transactions in furtherance of the public purposes of the City, and the Board wishes at this time to authorize all proceedings and Agenda Item #5.1.

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documents relating to assisting the City with the financing of the Project as described herein.

RESOLUTION
The Board of Directors of the St. Helena Financing Authority hereby resolves as follows:

Section 1. Approval of Financing Proposal. Certificates of Participation (2024 Wastewater System Improvement Project) in an aggregate principal amount not to exceed $9,362,000 (the “Certificates”) are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement, as hereinafter defined.

Section 2. The below-enumerated documents are hereby approved, and the Chair, Vice Chair, Executive Director, Secretary, or Treasurer (each, an “Authorized Officer”) is hereby authorized and directed to execute those documents, with such changes, insertions and omissions as may be approved by such official, upon consultation with bond counsel, and the Board Secretary is hereby authorized and directed to attest to such official’s signature:
(a) the Installment Sale Agreement, relating to the Project, by and between the Authority, as seller, and the City, as purchaser (the “Installment Sale Agreement”), so long as the total principal amount of the Installment Sale Agreement does not exceed $9,362,000; and
(b) the Trust Agreement, by and among the Authority, the City and the City Administrative Services Director, as trust administrator (the “Trust Administrator”), relating to the financing, and the execution and delivery of the Certificates (the “Trust Agreement”).

Section 3. An offer to purchase the Certificates, submitted to the City by the United States of America, acting through Rural Utilities Service, U.S. Department of Agriculture, is hereby approved, and any Authorized Officer is hereby authorized and directed to indicate the Authority’s concurrence to such offer, if necessary.

Section 4. Each Authorized Officer, and any assistant or deputy thereof, are each authorized and directed in the name and on behalf of the Authority to execute any and all certificates, requisitions, agreements, notices, consents and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution. Whenever in this resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. All actions previously taken by an Authorized Officer or any other official of the Authority in furtherance of this Resolution are hereby ratified and confirmed.

Section 5. This Resolution shall take effect immediately upon its passage and adoption.
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Agenda Item #5.1.

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Approved at a Regular Meeting of the St. Helena Financing Authority Board of Directors on October 22, 2024, by the following vote:

Chair Dohring: ______________
Vice Chair Hall: ______________
Boardmember Chouteau: ______________
Boardmember Hardy: ______________
Boardmember Summers: ______________
APPROVED:
_________________________
Paul Dohring, Chair
ATTEST:
_________________________
Cindy Tzafopoulos, Secretary
Agenda Item #5.1.

Jones Hall, A Professional Law Corporation Draft of Oct. 3, 2024

INSTALLMENT SALE AGREEMENT
Dated as of November 15, 2024
by and between
ST. HELENA FINANCING AUTHORITY,
as Seller
and the
CITY OF ST. HELENA,
as Purchaser
For
$9,362,000
City of St. Helena
Certificates of Participation
(2024 Wastewater System Improvement Project)
Agenda Item #5.1.

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Page
ARTICLE I:

GENERAL:

Section 1.01. Definitions.........................................................................................................................2 Section 1.02. Representations, Covenants and Warranties...................................................................2 Section 1.03. Written Certificates ...........................................................................................................2 Section 1.04. Exhibits.............................................................................................................................3 ARTICLE II:

DEPOSITS; PAYMENTS ; CONSTRUCTION
Section 2.01. Deposit of Moneys............................................................................................................3 Section 2.02. Payment of Project Costs and Delivery Costs..................................................................3 Section 2.03. Unexpended Proceeds.....................................................................................................3 Section 2.04. Construction of Project .....................................................................................................3 ARTICLE III:

PROJECT SALE AND TITLE; INSTALLMENT PAYMENTS; NET

REVENUES
Section 3.01. Sale ..................................................................................................................................4 Section 3.02. Title...................................................................................................................................4 Section 3.03. Assignment by the Authority.............................................................................................4 Section 3.04. Term of the Installment Sale Agreement..........................................................................4 Section 3.05. Installment Payments .......................................................................................................4 Section 3.06. Special Obligation of the City ...........................................................................................5 Section 3.07. Pledge of Net Revenues; Transfer to Pay Installment Payments; Release from Lien .....6 Section 3.08. Rate Covenant; Rate Stabilization Fund ..........................................................................7 Section 3.09. Limitations on Future Obligations Secured by Net Revenues..........................................8 Section 3.10. Additional Payments.........................................................................................................8 Section 3.11. Payments to Reserve Fund..............................................................................................9 Section 3.12. Payments to Short-Lived Asset Reserve..........................................................................9 ARTICLE IV:

PREPAYMENT OF INSTALLMENT PAYMENTS:

Section 4.01. Prepayment ....................................................................................................................10 Section 4.02. Optional Prepayment......................................................................................................10 Section 4.03. Mandatory Prepayment From Net Proceeds of Insurance or Condemnation and from Unexpended Proceeds.......................................................................................10 Section 4.04. Credit for Amounts on Deposit. ......................................................................................11 Section 4.05. Security Deposit .............................................................................................................11 ARTICLE V:

MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS
Section 5.01. Maintenance, Taxes and Assessments, Contests. ........................................................11 Section 5.02. Modification of Project ....................................................................................................12 Section 5.03. Installation of City’s Equipment. .....................................................................................12 Section 5.04. Public Liability and Property Damage Insurance............................................................13 Section 5.05. Fire and Extended Coverage Insurance.........................................................................13 Section 5.06. Insurance Net Proceeds; Form of Policies .....................................................................14 Section 5.07. Application of Net Proceeds. ..........................................................................................14 Section 5.08. Advances........................................................................................................................15 ARTICLE VI:

DISCLAIMER OF WARRANTIES; ACCESS; INDEMNITY
Section 6.01. Disclaimer of Warranties ................................................................................................15 Section 6.02. Access to the Project and Records ................................................................................15 Section 6.03. Indemnity........................................................................................................................15 Agenda Item #5.1.

-iiARTICLE VII:

EVENTS OF DEFAULT AND REMEDIES:

Section 7.01. Events of Default Defined...............................................................................................16 Section 7.02. Remedies on Default......................................................................................................17 Section 7.03. No Remedy Exclusive. ...................................................................................................17 Section 7.04. Prosecution and Defense of Suits ..................................................................................17 Section 7.05. No Additional Waiver Implied by One Waiver ................................................................17 Section 7.06. Application of the Proceeds............................................................................................18 Section 7.07. Liability Limited to Net Revenues ...................................................................................18 Section 7.08. Trust Administrator and Certificate Owners to Exercise Rights .....................................18 Section 7.09. Pro Rata Application of Net Revenues...........................................................................18

ARTICLE VIII
MISCELLANEOUS:

Section 8.01. Assignment, Sale or Lease by the City ..........................................................................18 Section 8.02. Amendment of Installment Sale Agreement...................................................................19 Section 8.03. Binding Effect .................................................................................................................19 Section 8.04. Applicable Law ...............................................................................................................19 Section 8.05. Severability.....................................................................................................................19 Section 8.06. Captions .........................................................................................................................19 Section 8.07. Net Contract ...................................................................................................................19 Section 8.08. Further Assurances and Corrective Instruments............................................................19 Section 8.09. Authority and City Representatives ................................................................................19 Section 8.10. Notices ...........................................................................................................................19 Section 8.11. Execution in Counterparts ..............................................................................................20 Exhibit A Description of the Project..........................................................................................A-1 Exhibit B Schedule of Installment Payments............................................................................B-1 Agenda Item #5.1.

INSTALLMENT SALE AGREEMENT
THIS INSTALLMENT SALE AGREEMENT (this “Agreement” or “Installment Sale Agreement”), dated as of November 15, 2024, by and between the ST. HELENA FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under the laws of the State of California, as seller (the “Authority”), and the CITY OF ST. HELENA, a municipal corporation and general law city organized and existing under the laws of the State of California, as purchaser (the “City”);
W I T N E S S E T H:

WHEREAS, the City has previously entered into an Installment Sale Agreement, dated March 1, 2022 by and between the City and the Authority (the “2022 Installment Sale Agreement”), which was assigned to the Bank of the West, as assignee, as short-term financing for the construction of certain improvements to its wastewater system (the “Wastewater System”) as more particularly described in Exhibit A hereto (the “Project”); and WHEREAS, the Authority has been formed for the purpose, among others, of assisting the City in the financing and refinancing of capital improvements; and WHEREAS, the City wishes to refinance 2022 Installment Sale Agreement; and WHEREAS, to that end, the Authority will cause the execution and delivery of certificates of participation in the principal amount of $9,362,000 (the “Certificates”), under a Trust Agreement dated as of November 15, 2024 (the “Trust Agreement”), by and among the Authority, the City and the Administrative Services Director of the City of St. Helena, as trust administrator (the “Trust Administrator”), and apply the proceeds of the sale thereof to the acquisition of the Project; and
WHEREAS, the City has determined to purchase the Project from the Authority pursuant to this Installment Sale Agreement; and
WHEREAS, the City will make installment payments pursuant to this Installment Sale Agreement (the “Installment Payments”) from the Net Revenues (as defined herein) of the Wastewater System in order to purchase the Project from the Authority; and WHEREAS, the Installment Payments shall be secured by the Net Revenues of the Wastewater System on a parity with the installment payments payable under the Parity Obligations (defined in the Trust Agreement); and
WHEREAS, under the Trust Agreement, the Authority will assign its right to receive Installment Payments to the Trust Administrator for the benefit of the the Owner (as defined in the Trust Agreement) of the Certificate, initially the United States of America, acting through the Rural Utilities Service (or successor agency, bureau or division) of the United States Department of Agriculture (typically referred to as “USDA”).

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:

Agenda Item #5.1.

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ARTICLE I

GENERAL
Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in Exhibit A attached to the Trust Agreement shall, for all purposes of this Installment Sale Agreement, have the meanings specified therein.

Section 1.02. Representations, Covenants and Warranties. The City and the Authority represent, covenant and warrant to each other as follows:
(a) Each is validly organized and existing under the laws of the State. (b) The laws of the State authorize each to enter into this Installment Sale Agreement and the Trust Agreement and to enter into the transactions contemplated by and to carry out its obligations under each of the aforesaid agreements, and the each has duly authorized and executed such agreements.
(c) The execution and delivery of this Installment Sale Agreement, the Trust Agreement, the fulfillment of or compliance with the terms and conditions hereof or thereof, and the consummation of the transactions contemplated by this Installment Sale Agreement and the Trust Agreement do not conflict with and do not result in a material breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which each is now a party or by which each is bound or constitutes a default under any of such agreement or instrument.
(d) Each has authorized and executed this Installment Sale Agreement in accordance with the laws of the State.
(e) The City represents that the Project has not been the subject of a previous conveyance by the City (other than in connection with installment sale agreements entered into with the Authority for construction of the Project). (f) The City represents that, other than the Parity Obligations, which are on parity with the Installment Payments, it has not issued or incurred any obligations payable out of the Gross Revenues or the Net Revenues.

Section 1.03. Written Certificates.
(a) Contents. Every certificate provided for in this Installment Sale Agreement with respect to compliance with any provision hereof shall include (a) a statement that the person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the certificate is based; (c) a statement that, in the opinion of such person, he or she has made or caused to be made such examination or investigation as is necessary to enable him or her to express an informed opinion with respect to the subject matter referred to in the instrument to which his or her signature is affixed; (d) a statement of the assumptions upon which such certificate is based, and that such assumptions are reasonable; and (e) a statement as to whether, in the opinion of such person, such provision has been complied with.

Agenda Item #5.1.

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(b) Reliance. Any such certificate made or given by a City Representative may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by counsel or an accountant, unless such City Representative knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the City, as the case may be) upon a certificate or opinion of or representation by a City Representative, unless such counsel or accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such person’s certificate or opinion or representation may be based is erroneous. The same City Representative, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Installment Sale Agreement, but different officers, counsel or accountants may certify to different matters, respectively.

Section 1.04. Exhibits. The following Exhibits are attached to, and by this reference are made a part of, this Installment Sale Agreement:

Exhibit A: Project Description
Exhibit B: Installment Payments Schedule

ARTICLE II
DEPOSITS; PAYMENTS ; CONSTRUCTION
Section 2.01. Deposit of Moneys. The Authority shall cause to be deposited with the Trust Administrator, for deposit in the funds as provided in the Trust Agreement, the amounts derived from the Certificate proceeds ($9,362,000.00) in the installments as and when disbursed by the Original Purchaser.

Section 2.02. Payment of Project Costs and Delivery Costs. Payment of the Project Costs and Delivery Costs shall be made from the moneys deposited with the Trust Administrator in the Project Fund, which shall be disbursed for such purpose in accordance and upon compliance with Sections 3.02 and 3.03, respectively, of the Trust Agreement. The City hereby covenants to pay necessary Project Costs and Delivery Costs in excess of amounts available from Certificate proceeds from any legally available source of funds.

Section 2.03. Unexpended Proceeds. In accordance with Section 3.04 of the Trust Agreement, all excess moneys remaining in the Project Fund and not required for payment of Project Costs shall be transferred to the Installment Payment Fund and applied to the prepayment of Certificates.

Section 2.04. Construction of Project. The Authority hereby appoints the City as its agent to acquire and construct the Project.

Agenda Item #5.1.

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ARTICLE III
PROJECT SALE AND TITLE; INSTALLMENT PAYMENTS; NET REVENUES Section 3.01. Sale. The Authority hereby sells, bargains and conveys the Project to the City, and the City hereby purchases the Project from the Authority upon the terms and conditions set forth in this Installment Sale Agreement.

Section 3.02. Title. The City and the Authority agree that title to the Project, and each component thereof, shall be deemed conveyed to and vested in the City upon the completion of the acquisition, construction and installation thereof. The Authority and its officers shall take all actions necessary to vest in the City all of the Authority’s rights in and title to the Project.

Section 3.03. Assignment by the Authority. The Authority’s right, title and interest in this Installment Sale Agreement, including the right to receive and enforce payment of the Installment Payments to be made by the City under this Installment Sale Agreement, have been assigned to the Trust Administrator, subject to certain exceptions, pursuant to the Trust Agreement.

The City understands and agrees that the Authority has assigned its right, title and interest (but not its duties or obligations) in this Installment Sale Agreement to the Trust Administrator pursuant to the Trust Agreement for the benefit of the Owners and the City assents to such assignment. The Authority hereby directs the City, and the City hereby agrees, to pay to the Trust Administrator at the Trust Administrator’s principal corporate trust office or at such other place as the Trust Administrator may direct in writing, all payments payable by the City pursuant to this Installment Sale Agreement.

Section 3.04. Term of the Installment Sale Agreement. The Term of the Installment Sale Agreement shall be as defined in Exhibit A to the Trust Agreement, unless sooner terminated.

Section 3.05. Installment Payments.
(a) Obligation to Pay. The City agrees to pay to the Authority, its successors and assigns, as the purchase price of the Project, the Installment Payments, consisting of components of principal and interest, on the Installment Payment Dates and in the amounts specified in Exhibit B hereto, except such amounts shall be reduced by moneys on deposit in the Installment Payment Fund and credited to the payment of Installment Payments next due. The Installment Payments shall be payable solely from Net Revenues as hereinafter provided.
(b) Reduction Upon Partial Prepayment. If the City prepays less than all of the remaining principal components of the Installment Payments pursuant to Sections

4.02 and 4.03 hereof, the amount of such prepayment shall be applied (1) first to any interest owing but unpaid at the time of the prepayment, and (2) second to reduce the principal component of the subsequent remaining Installment Payments in any manner as directed by the City in a Written Certificate and the interest component of each subsequent remaining Installment Payment shall be reduced by the aggregate Agenda Item #5.1.

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corresponding amount of interest that would otherwise be payable with respect to the Certificate redeemed as a result of such prepayment.
(c) Rate on Overdue Payments. If the City should fail to make any of the payments required in this Section 3.05 so that there are insufficient moneys on hand in the Installment Payment Fund to pay any Installment Payment in full on an Installment Payment Date, the Installment Payment in default shall continue as an obligation of the City until the amount in default is fully paid and the City agrees to pay the same with interest thereon, to the extent permitted by law, from the date thereof at the rate of interest payable with respect to the Certificate.

Section 3.06. Special Obligation of the City.
(a) Limitations. The City’s obligation to pay the Installment Payments shall be a special obligation limited solely to Net Revenues. Under no circumstances shall the City be required to advance any moneys derived from any source of income other than the Net Revenues and other sources specifically identified herein for the payment of the Installment Payments, nor shall any other funds or property of the City be liable for the payment of the Installment Payments.
(b) Obligations Unconditional. The obligations of the City to make the Installment Payments from Net Revenues and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of set-off, counterclaim or recoupment arising out of any breach of the City, the Authority or the Trust Administrator of any obligation to the City or otherwise with respect to the Project, whether hereunder or otherwise, or out of indebtedness or liability at any time owing to the City by the Authority or the Trust Administrator.
(c) Obligations Specified. Until such time as all of the Installment Payments are fully paid or prepaid, the City:
(i) will not suspend, abate, or discontinue any payments provided for in Section 3.05 hereof;
(ii) will perform and observe all other agreements contained in this Installment Sale Agreement; and
(iii) will not terminate the Term of the Installment Sale Agreement for any cause, including, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Authority or the Trust Administrator to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement or this Installment Sale Agreement.
(d) Authority Obligations. Nothing contained in this Section 3.06 shall be construed to release the Authority from the performance of any of the agreements on its Agenda Item #5.1.

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part herein contained, and if the Authority fails to perform any such agreements on its part, the City may institute such action against the Authority as the City may deem necessary to compel performance so long as such action does not abrogate the obligations of the City contained in Section 3.06(b) above. The City may, however, at the City’s own cost and expense and in the City’s own name or in the name of the Authority prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to secure or protect the City’s right of possession, occupancy and use hereunder, and in such event the Authority hereby agrees to cooperate fully with the City and to take such action necessary to effect the substitution of the City for the Authority in such action or proceeding if the City so requests.

Section 3.07. Pledge of Net Revenues; Transfer to Pay Installment Payments; Release from Lien.
(a) Pledge of Net Revenues. The City hereby agrees that the payment of the Installment Payments shall be secured by a pledge, charge and lien upon Net Revenues on a parity with the pledge which secures all outstanding Parity Obligations, and Net Revenues sufficient to pay the Installment Payments as they become due and payable are hereby pledged, charged, assigned, transferred and set over by the City to the Authority and its assigns for the purpose of securing payment of the Installment Payments. The Net Revenues shall constitute a trust fund for the security and payment of the Installment Payments.

The Installment Payments and all Parity Obligations are equally secured by a pledge, charge and lien upon the Net Revenues and such moneys without preference or priority for series, issue, number or date and the payment of the interest on and principal of the Installment Payments shall be and are secured by said pledge, charge and lien upon the Net Revenues and such moneys.
(b) Transfer to Pay Installment Payments. The City has previously established a Wastewater Fund, which it will continue to hold and maintain for the purposes and uses set forth herein. The City shall deposit all Gross Revenues in the Wastewater Fund promptly upon the receipt thereof. In addition to withdrawals required to pay principal of and interest on the Parity Obligations, the City shall, on or before each Installment Payment Date, withdraw Net Revenues on deposit in the Wastewater Fund and transfer to the Trust Administrator for deposit into the Installment Payment Fund the amount indicated in Exhibit B attached hereto as required for the next occurring Installment Payment Date. Notwithstanding Exhibit B attached hereto, the City shall be obligated to make Installment Payments sufficient to pay all principal and interest thendue with respect to the Certificates. (c) Release from Lien. Following the transfer described in paragraph (b) of this Section 3.07 with respect to each October 1 Installment Payment Date, Net Revenues on deposit in the Wastewater Fund in excess of amounts required for the payment of the Installment Payments and any Parity Obligations, and for the replenishment of the Reserve Fund in that Fiscal Year, shall be released from the lien of this Installment Sale Agreement and shall be available for any lawful purpose of the City.

Agenda Item #5.1.

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Section 3.08. Rate Covenant; Rate Stabilization Fund.
(a) Rate Covenant. The City will, at all times while any of the Installment Payments remain unpaid, fix, prescribe and collect rates, fees and charges and manage the operation of the Wastewater System for each Fiscal Year so as to yield Gross Revenues at least sufficient, after making reasonable allowances for contingencies and errors in the estimates, to pay the following amounts during such Fiscal Year:
(i) All current Operation and Maintenance Costs.
(ii) all payments required with respect to Parity Obligations during such Fiscal Year, if any.
(iii) amounts required to replenish the Reserve Fund, as required by Section 6.06 of the Trust Agreement.
(iv) amounts required to replenish any reserve fund required by any Parity Obligation, if any.
(v) In addition to the foregoing requirements, the City will, at all times while any Installment Payments remain unpaid, to the maximum extent permitted by law, fix, prescribe and collect rates, fees and charges and manage the operation of the Wastewater System for each Fiscal Year so as to yield Net Revenues during such Fiscal Year equal to at least 110% of the annual Debt Service, including such annual debt service on Parity Obligations, in such Fiscal Year; provided, an adjustment may be made to the amount of Net Revenues as provided in Section 3.08(b).

The City may make or permit to be made adjustments from time to time in such rates, fees and charges and may make or permit to be made such classification thereof as it deems necessary, but shall not reduce or permit to be reduced such rates, fees and charges below those then in effect unless the Gross Revenues from such reduced rates, fees and charges will at all times be sufficient to meet the requirements of this Section. (b) Rate Stabilization Fund. The City has previously established a Rate Stabilization Fund, which the City shall continue to hold and maintain for the purposes and uses set forth herein. The City may, during or within 210 days after a Fiscal Year, deposit any legally available funds into the Rate Stabilization Fund. The City may at any time withdraw moneys from the Rate Stabilization Fund and deposit such amounts into the Wastewater Fund.

Notwithstanding anything to the contrary provided herein, Net Revenues (but not other funds) deposited into the Rate Stabilization Fund shall not be taken into account as Net Revenues for purposes of the calculations in Sections 3.08(a)(v) and 3.09 in the Fiscal Year to which such deposit is attributable, and amounts withdrawn from the Rate Stabilization Fund and deposited into the Wastewater Fund, during or within 210 days after a Fiscal Year, may be taken into account as Gross Revenues for purposes of the calculations required under Sections 3.08(a)(v) and 3.09 in such Fiscal Year; provided, that the limitation set forth above shall apply only to Net Revenues deposited into the Rate Stabilization Fund in a Fiscal Year to avoid double-counting and not any other Agenda Item #5.1.

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legally available funds. The amounts in the Rate Stabilization Fund shall be invested in the Permitted Investments.

Section 3.09. Limitations on Future Obligations Secured by Net Revenues. (a) No Obligations Superior to Installment Payments. In order to protect further the availability of the Net Revenues and the security for the Installment Payments and any Parity Obligations, the City hereby agrees that the City shall not, so long as any Certificates are outstanding, issue or incur any obligations payable from Gross Revenues or Net Revenues superior to the Installment Payments or such Parity Obligations.
(b) Parity Obligations. The City further covenants that, except for obligations issued or incurred to prepay the Installment Payments in full pursuant to Section 4.02 hereof, the City shall not issue or incur any Parity Obligations unless all of the following conditions are met:
(i) The City may not be in default under the terms of this Installment Sale Agreement.
(ii) the Net Revenues for the last completed Fiscal Year or any 12 consecutive months within the last 18 months preceding the date of execution of such Parity Obligation, plus an allowance for increased Net Revenues arising from any increase in the rates, fees and charges of the Wastewater System which was duly adopted by the governing board of the City prior to the date of the execution of such Parity Obligation but which, during all or any part of such 12 month period, was not in effect, in an amount equal to the amount by which the Net Revenues would have been increased if such increase in rates, fees and charges had been in effect during the whole of such 12 month period, as shown by a Certificate of the City on file with the Assignee, shall have produced a sum equal to at least 110% of the annual Debt Service, including debt service on Parity Obligations, in such Fiscal Year as calculated after the execution of such Parity Obligation; provided, that in the event that all or a portion of such Parity Obligation is to be issued for the purpose of refunding and retiring any Parity Obligation then outstanding, interest and principal payments on the Parity Obligation to be so refunded and retired from the proceeds of such Parity Obligation being issued shall be excluded from the foregoing computation of maximum annual Debt Service; provided, further, that the City may at any time issue Parity Obligation without compliance with the foregoing conditions if the annual Debt Service for each Fiscal Year during which such Parity Obligation is outstanding will not be increased by reason of the issuance of such Parity Obligation; and provided further, an adjustment may be made in the amount of Net Revenues as provided in Section 3.08(b).

Section 3.10. Additional Payments. In addition to the Installment Payments, the City shall pay, from Net Revenues, when due all costs and expenses incurred by the Authority or Trust Administrator to comply with the provisions of the Trust Agreement and this Installment Sale Agreement, including, without limitation all Delivery Costs, compensation due to the Trust Administrator for its fees, costs and expenses incurred under the Trust Agreement, and all costs and expenses of attorneys, auditors, engineers and accountants.

Agenda Item #5.1.

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Section 3.11. Payments to Reserve Fund. In addition to the Installment Payments, the City shall pay to the Trust Administrator, from Net Revenues, (a) on a monthly basis, $_____ per month, until a total of $__________ (the “Reserve Requirement”) has been accumulated, and
(b) such amounts as may be required to replenish the Reserve Fund if a draw therefrom or a valuation thereof determines that a deficiency exists therein, all in accordance with Section 6.06 of the Trust Agreement;
provided, however, that if the amount on deposit in the Reserve Fund reaches the Reserve Requirement, the City shall discontinue the payments to the Reserve Fund (except to the extent necessary to replenish the Reserve Fund), and any further interest earnings on the Reserve Fund shall be allocated under Section 8.03 of the Trust Agreement.

Section 3.12. Payments to Short-Lived Asset Reserve. In order to comply with the requirements of the Letter of Conditions dated August 6, 2021 issued by the Government in connection with its purchase of the Certificates, the City shall establish and maintain a separate fund (the “Short-Lived Asset Reserve”) as a reserve for short-lived assets of the Wastewater System.

The District shall deposit a total of $________ into the Short-Lived Asset Reserve not later than the first anniversary following the date the Project is completed and shall maintain such amount in the Short-Lived Asset Reserve for as long as any of the Certificates remain outstanding.

The District may withdraw amounts on deposit in the Short-Lived Asset Reserve from time to time to pay for timely replacement of “short-lived assets” of the Wastewater System, which for purposes of this Section shall mean any component or assets of the Wastewater System, including without limitation pumps, paint and small equipment, that will need to be repaired or replaced over a one- to fifteen-year period, the cost of which is not included within the definition of Operation and Maintenance Expenses.

Notwithstanding the foregoing, before each October 1 the City shall evaluate the status and condition of short-lived assets of the Wastewater System and, if such evaluation suggests that a lesser or greater deposit is required in order to provide for the timely replacement of any short-lived assets, the City may decrease the amount of the annual deposit into the Short-Lived Asset Reserve if a lesser amount is indicated, but shall increase the amount of the annual deposit into the Short-Lived Asset Reserve if a greater amount is indicated.

Earnings and gains resulting from investment of the Short-Lived Asset Reserve will be retained in the Short-Lived Asset Reserve and used for the purposes thereof.

Upon the redemption in full of all outstanding Certificates, the City shall close the ShortLived Asset Reserve and the balance therein shall be released to the City and used for any legally permissible purpose of the Wastewater System.

Agenda Item #5.1.

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ARTICLE IV

PREPAYMENT OF INSTALLMENT PAYMENTS
Section 4.01. Prepayment. The City shall have the right to prepay the Installment Payments, but only in the manner, at the times and in all respects in accordance with the provisions of this Article IV.

Section 4.02. Optional Prepayment. Subject to the terms and conditions of this Section

4.02, the Authority hereby grants an option to City to prepay the Installment Payments in full, by paying the total unpaid principal component of the Installment Payments as set forth in Exhibit B, or in part, but not in an amount of less than the Denomination Amount or any integral multiple thereof, without premium or penalty.

The City may exercise this option on any date following written notice by the City to the Authority and the Trust Administrator of the exercise of such option at least 45 days prior to the date designated for prepayment.

In order to prepay the Installment Payments in full, the City shall deposit with the Trust Administrator, no later than the applicable prepayment date, (i) cash in an amount sufficient to pay the total unpaid principal component of such Installment Payments as set forth in Exhibit B, (ii) any Installment Payments then due but unpaid, and (iii) accrued interest to the prepayment date.

In order to prepay the Installment Payments in part, the City shall deposit with the Trust Administrator, no later than the applicable prepayment date, (i) an amount divisible by the Denomination Amount equal to the amount desired to be prepaid, (ii) any Installment Payments then due but unpaid, and (iii) accrued interest on the amount to be prepaid to the prepayment date.

Any partial prepayment shall be applied by the Authority or its assignee against Installment Payments in such order as directed by the City and consistent with Section 4.02 of the Trust Agreement, and the City shall prepare (or cause to be prepared) and provide to the Trust Administrator a revised schedule of Installment Payments reflecting such partial prepayment.

Prepayments of scheduled installments, or any portion thereof, may be made at any time at the option of the City. Refunds, extra payments and loan proceeds obtained from outside sources for the purpose of paying down the City debt shall, after payment of interest, be applied to the installments last to become due under this Agreement and shall not affect the obligation of the City to pay the remaining installments as scheduled in the security instruments.

Section 4.03. Mandatory Prepayment From Net Proceeds of Insurance or Condemnation and from Unexpended Proceeds. The City shall be obligated to prepay the Installment Payments in whole or in part on any Installment Payment Date from and to the extent of
Agenda Item #5.1.

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(a) any Net Proceeds of any insurance or condemnation award theretofore deposited in the Installment Payment Fund for such purpose pursuant to Section 5.07 hereof or pursuant to Section 7.02 of the Trust Agreement; and (b) from any excess monies remaining in the Project Fund and not required for payment of Project Costs (“Unexpended Proceeds”).

The City and the Authority hereby agree that such Net Proceeds and Unexpended Proceeds shall be credited towards the City’s obligations under this Section 4.03. Except in the case of such prepayment of the Installment Payments in full, such payment shall be in addition to the Installment Payment required to be paid by the City on such date. Prepayment of Certificates pursuant to this Section shall be applied against the final unpaid principal installment of the Certificates.

Section 4.04. Credit for Amounts on Deposit. If the City elects or is required to prepay the Installment Payments in full under this Article IV, such that the Trust Agreement will be discharged by its terms as a result of such prepayment, all amounts then on deposit in the Installment Payment Fund, the Project Fund or the Reserve Fund shall be credited towards the amounts required to be so prepaid.

Section 4.05. Security Deposit. Notwithstanding any other provision hereof, the City may on any date secure the payment of Installment Payments, in whole or in part, by irrevocably depositing with the Trust Administrator an amount of cash which, together with other available amounts, is either (a) sufficient to pay all such Installment Payments, including the principal and interest components thereof, when due hereunder, or (b) invested in whole or in part in non-callable Defeasance Obligations in such amount as will, in the report of an independent certified public accountant, together with interest to accrue thereon and together with any cash which is so deposited, be fully sufficient to pay all such Installment Payments when due hereunder (including when due on any optional prepayment date pursuant to Section

4.02), as the City instructs at the time of said deposit. If the City makes a security deposit under this Section for the payment of all remaining Installment Payments, all obligations of the City hereunder, and the pledge of Net Revenues and all other security provided by this Installment Sale Agreement for said obligations, will cease and terminate, excepting only the obligation of the City to make, or cause to be made, all Installment Payments from such security deposit. A security deposit constitutes a special fund for the payment of such Installment Payments in accordance with the provisions hereof. Upon such deposit, the Authority will execute or cause to be executed any and all documents as may be necessary to release the security provided hereby to the extent of such deposit.

ARTICLE V
MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS
Section 5.01. Maintenance, Taxes and Assessments, Contests. (a) Operation. The City covenants to operate the Wastewater System in an efficient and economical manner and operate, maintain and preserve the Wastewater Agenda Item #5.1.

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System in good repair and working order in accordance with customary standards and practices applicable to similar facilities
(b) Taxes and Assessments. The City shall also pay or cause to be paid all taxes and assessments of any type or nature charged to the Authority or the City or levied, assessed or charged against the Wastewater System or the respective interests or estates therein; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the Term of the Installment Sale Agreement as and when the same become due. The City shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by the Authority, its successors or assigns, unless such tax is made in lieu of or as a substitute for any real estate or other tax upon property.
(c) Contest. The City may, at the City’s expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority shall notify the City that, in the opinion of Independent Counsel, by nonpayment of any such items, or the Project or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes, assessments or charges or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority.

Section 5.02. Modification of Project. The City may, at its own expense, remodel the Project or make additions, modifications and improvements thereto. All such additions, modifications and improvements shall thereafter comprise part of the Project and be subject to the provisions of this Installment Sale Agreement and shall be the prior written consent of the Original Purchaser. Such additions, modifications and improvements shall not in any way damage the Project or cause it to be used for purposes other than those authorized under the provisions of state and federal law; and the Project, upon completion of any additions, modifications and improvements made pursuant to this Section 5.02, shall be of a value which is not substantially less than the value of the Project immediately prior to the making of such additions, modifications and improvements.

Section 5.03. Installation of City’s Equipment. The City may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed other items of equipment or other personal property in or upon the Project. All such items shall remain the sole property of the City, in which neither the Authority nor the Trust Administrator shall have any interest, and may be modified or removed by the City at any time provided that the City shall repair and restore any and all damage to the Project resulting from the installation, modification or removal of any such items. Nothing in this Installment Sale Agreement shall prevent the City from purchasing items to be installed pursuant to this Section 5.03 under a conditional sale or lease purchase contract, or subject to a vendor’s lien or security agreement, as security for the unpaid portion of the purchase price thereof.

Agenda Item #5.1.

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Section 5.04. Public Liability and Property Damage Insurance. (a) Insurance Policies. The City shall maintain or cause to be maintained, throughout the Term of the Installment Sale Agreement, insurance policies, including a standard comprehensive general insurance policy or policies in protection of the City, its members, officers, agents and employees. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the construction or operation of the Wastewater System. Such policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and in each accident or event, and in a minimum amount of $250,000 (subject to a deductible clause of not to exceed $200,000) for damage to property resulting from each accident or event. Such public liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $2,500,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried by the City, and may be maintained in the form of insurance maintained through a nonprofit public benefit corporation created for such purpose or in the form of self-insurance by the City. (b) Self-Insurance. If the City maintains self-insurance, it shall supply to the Trust Administrator a statement of sufficiency by an independent insurance consultant or the City’s risk manager on an annual basis as described in Section 5.06 hereof. (c) Application of Net Proceeds. The Net Proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the insurance proceeds shall have been paid.

Section 5.05. Fire and Extended Coverage Insurance.
(a) Insurance Policies. The City shall procure and maintain, or cause to be procured and maintained, throughout the Term of the Installment Sale Agreement, insurance against loss or damage to any structures constituting any part of the Wastewater System (excluding transmission and distribution pipelines and equipment in public and private rights-of-way) by fire and lightning, with extended coverage insurance but not including earthquake insurance. Such insurance shall be in an amount equal to the greater of 100% of the replacement cost of the Project or the then Outstanding principal amount of Certificates. Such insurance may be subject to a deductible clause of not to exceed ten percent of said replacement cost for any one loss. Such insurance may be maintained as part of or in conjunction with any other fire and extended coverage insurance carried or required to be carried by the City, and may be maintained in the form of insurance maintained through a nonprofit public benefit corporation created for such purpose or in the form of self-insurance by the City. (b) Self-Insurance. If the City maintains self-insurance, it will supply to the Trust Administrator a statement of sufficiency by an independent insurance consultant or the City’s risk manager on an annual basis as described in Section 5.06 hereof. (c) Application of Net Proceeds. Net Proceeds of such insurance shall be applied as provided in Section 5.07 hereof.

Agenda Item #5.1.

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Section 5.06. Insurance Net Proceeds; Form of Policies. The insurance required by Sections 5.04 and 5.05 above shall provide that all proceeds thereunder shall be payable to the Trust Administrator for the benefit of the Certificate Owners. The City shall pay or cause to be paid when due the premiums for all insurance policies required by this Installment Sale Agreement. All such policies shall provide that the Authority and the Trust Administrator are named as additional insureds and that the Trust Administrator shall be given 30 days’ notice of each expiration, any intended cancellation thereof or reduction of the coverage provided thereby. The Trust Administrator shall not be responsible for the sufficiency of any insurance herein required or for the obtaining of such insurance 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. The City shall cause to be delivered to the Trust Administrator annually, no later than the end of each Fiscal Year, a Written Certificate signed by a City Representative stating that the City is in compliance with Sections 5.04 and 5.05 of this Agreement. The Trust Administrator may conclusively rely on such certificate.

Section 5.07. Application of Net Proceeds.
(a) From Insurance Award. The Net Proceeds of any insurance award resulting from any damage to or destruction of the Project by fire or other casualty shall be deposited in the Insurance and Condemnation Fund by the Trust Administrator promptly upon receipt thereof and, if the City Representative notifies the Trust Administrator in writing of the City’s determination that the replacement, repair, restoration, modification or improvement of the Project is not economically feasible or in the best interest of the City, then such Net Proceeds shall be promptly transferred by the Trust Administrator to the Installment Payment Fund to be applied as provided in Section

4.03 hereof.

All Net Proceeds deposited in the Insurance and Condemnation Fund and not so transferred shall be applied to the prompt replacement, repair, restoration, modification or improvement of the Project by the City, upon receipt of a requisition, signed by the City Representative and, so long as all of the Outstanding Certificates are held by the Original Purchaser, the Owner of the Certificate stating with respect to each payment to be made
(i) the requisition number,
(ii) the name and address of the person, firm or corporation to whom payment is due,
(iii) the amount to be paid and
(iv) that each obligation mentioned therein has been properly incurred, is a proper charge against the Insurance and Condemnation Fund, has not been the basis of any previous withdrawal, and specifying in reasonable detail the nature of the obligation.

Any balance of the Net Proceeds remaining after such work has been completed shall be transferred to the Installment Payment Fund. The City covenants that it will commence such replacement, repair, restoration, modification or improvement or indicate that such replacement, repair, restoration, modification or improvement is not economically feasible within 180 days of receipt of such Net Proceeds.

Agenda Item #5.1.

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(b) From Eminent Domain Award. The Net Proceeds of any eminent domain award shall be deposited in the Insurance and Condemnation Fund to be held and applied by the Trust Administrator pursuant to Section 7.02 of the Trust Agreement.

Section 5.08 Advances. If the City fails to perform any of its obligations under this Article V, the Authority may, but shall not be obligated to, take such action as may be necessary to cure such failure, including the advancement of money, and the City shall be obligated to repay all such advances as soon as possible, with interest at the rate of interest with respect to the Certificate from the date of the advance to the date of repayment.

ARTICLE VI
DISCLAIMER OF WARRANTIES; ACCESS; INDEMNITY
Section 6.01. Disclaimer of Warranties. The Authority makes no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the City for the Project or any item thereof, or any other representation or warranty with respect to the Project or any item thereof. In no event shall the Authority be liable for incidental, indirect, special or consequential damages, in connection with or arising out of this Installment Sale Agreement or the Trust Agreement for the existence, furnishing, functioning or City’s use of the Project.

Section 6.02. Access to the Project and Records. To the extent permitted by law, the City agrees that the Authority, any Authority Representative, and the Authority’s successors or assigns shall have the right at all reasonable times to enter upon and to examine and inspect the Project. The City further agrees that the Authority, any Authority Representative, and the Authority’s successors or assigns shall have such rights of access to the Project as may be reasonably necessary to cause the proper maintenance of the Project in the event of failure by the City to perform its obligations hereunder. In addition, the City agrees that the Authority, any Authority Representative, and the Authority’s successors or assigns shall have the right at all reasonable times to inspect and examine all books, papers and records of the Authority and the City pertaining to the Project and the Certificate, to make copies thereof and to take nonprivileged memoranda therefrom or with respect thereto as may be desired.

Section 6.03. Indemnity. The City shall and hereby agrees to indemnify and save the Authority and its successors and assigns harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of:
(a) the use, maintenance, condition or management of, or from any work or thing done on the Project by the City;
(b) any breach or default on the part of the City in the performance of any of its obligations under this Installment Sale Agreement;
(c) any act or negligence of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Project;
Agenda Item #5.1.

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(d) any act or negligence of any assignee or sublessee of the City with respect to the Project; or
(e) the construction of the Project or the authorization of payment of the Project Costs or Delivery Costs by the City or the Authority.

No indemnification is made under this Section 6.03, or elsewhere in this Installment Sale Agreement for willful misconduct, negligence, or breach of duty under this Installment Sale Agreement by the Authority, its officers, agents, employees, successors or assigns.

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES
Section 7.01. Events of Default Defined. The following shall be “events of default” under this Installment Sale Agreement and the terms “events of default” and “default” shall mean, whenever they are used in this Installment Sale Agreement, any one or more of the following events:
(a) Failure by the City to pay any Installment Payment by the Installment Payment Date or failure to make any other payment required to be paid hereunder at the time specified herein; or
(b) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed in this Installment Sale Agreement or the Trust Agreement, other than as referred to in clause (a) of this Section 7.01, for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Authority, the Trust Administrator or the Owners of not less than 25% in aggregate principal amount of Certificate then Outstanding; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, the Authority, the Trust Administrator or such Owners, as applicable, shall not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the City within the applicable period and diligently pursued until the default is corrected; or
(c) The filing by the City of a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or the approval by a court of competent jurisdiction of a petition filed with or without the consent of the City seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assumes custody or control of the City or of the whole or any substantial part of its property; or (d) An event of default occurs and is continuing with respect to any Parity Obligations.

Agenda Item #5.1.

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Section 7.02. Remedies on Default. Whenever any event of default referred to in Section 7.01 hereof shall have happened and be continuing, the Authority shall have the right, at its option and without any further demand or notice, to:
(a) declare all principal components of the unpaid Installment Payments, together with accrued interest at the rate or rates specified in the respective Outstanding Certificate from the immediately preceding Installment Payment Date on which payment was made, to be immediately due and payable, whereupon the same shall become due and payable; and
(b) take whatever action at law or in equity may appear necessary or desirable to collect the Installment Payments then due or thereafter to become due during the Term of the Installment Sale Agreement, or enforce performance and observance of any obligation, agreement or covenant of the City under this Installment Sale Agreement.

Section 7.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Installment Sale Agreement or now or hereafter existing at law or in equity. No delay or omission 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 thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice, other than such notice as may be required in this Article or by law.

Section 7.04. Prosecution and Defense of Suits. The City shall promptly, upon request of the Authority or its assignee, from time to time take or cause to be taken such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Project whether now existing or hereafter developing and shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and, to the extent permitted by law, shall indemnify or cause to be indemnified the Authority and its assignee for all loss, cost, damage and expense, including attorneys’ fees, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceedings.

To the extent permitted by law, the City shall defend, or cause to be defended, against every suit, action or proceeding at any time brought against the Authority or its assignee upon any claim arising out of the receipt, application or disbursement of any of the Net Revenues or involving the rights or duties of the Authority or its assignee under this Installment Sale Agreement or the Trust Agreement; provided, that the Authority and its assignee at their election may appear in and defend any such suit, action or proceeding. The City shall indemnify or cause to be indemnified the Authority and its assignee against any and all liability claimed or asserted by any person, arising out of such receipt, application or disbursement.

Notwithstanding any contrary provision hereof, this covenant shall remain in full force and effect, even though all Installment Payments have been fully paid and satisfied, until a date which is three years following the payment of the last of the Installment Payments.

Section 7.05. No Additional Waiver Implied by One Waiver. If any agreement contained in this Installment Sale Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.

Agenda Item #5.1.

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Section 7.06. Application of the Proceeds. The Trust Administrator, as assignee of the Authority, shall apply all amounts received under this Article VII as set forth in Section 13.03 of the Trust Agreement.

Section 7.07. Liability Limited to Net Revenues. Notwithstanding any provision of this Installment Sale Agreement, the City’s liability to pay the Installment Payments and other amounts hereunder shall be limited solely to Net Revenues as provided in Sections 3.06 and

3.07 hereof. If Net Revenues are insufficient at any time to pay an Installment Payment in full, the City shall not be liable to pay or prepay such Installment Payment other than from Net Revenues.

Section 7.08. Trust Administrator and Certificate Owners to Exercise Rights. Such rights and remedies as are given to the Authority under this Article VII have been assigned by the Authority to the Trust Administrator under the Trust Agreement, to which assignment the City hereby consents. Such rights and remedies shall be exercised by the Trust Administrator and the Owners of the Certificate as provided in the Trust Agreement.

Section 7.09. Pro Rata Application of Net Revenues. If, at any time, there is a deficiency in Net Revenues available to pay the Installment Payments, any amounts due with respect to Parity Obligations (which may require the consent of the Original Purchaser as set forth in Section 3.09(b)(iv)), amounts required to replenish the Reserve Fund, or amounts required to replenish any reserve fund established for Parity Obligations, available Net Revenues shall be applied on a pro rata basis to the payment of such Installment Payments, to the payment of amounts due with respect to Parity Obligations, to the replenishment of the Reserve Fund, to the replenishment of any reserve fund established for Parity Obligations.

ARTICLE VIII

MISCELLANEOUS
Section 8.01. Assignment, Sale or Lease by the City.
(a) Assignment or Sale. This Installment Sale Agreement may not be assigned by the City, and the Wastewater System may not be sold by the City during the Term of this Installment Sale Agreement.
(b) Lease. The City may lease the Project, or any portion thereof, with the consent of the Owner of the Certificate so long as all of the Outstanding Certificate are held by the Original Purchaser thereof, and subject to all of the following conditions:
(i) This Installment Sale Agreement and the obligation of the City to make Installment Payments hereunder shall remain obligations of the City; (ii) The City shall, within 30 days after the delivery thereof, furnish or cause to be furnished to the Authority and the Trust Administrator a true and complete copy of the documents accomplishing such lease; Agenda Item #5.1.

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(iii) No such lease by the City shall cause the Project to be used for a purpose other than a governmental or proprietary function authorized under the provisions of the Constitution and laws of the State; and (iv) No such lease shall cause the interest component of the Installment Payments to become subject to federal or State personal income taxes.

Section 8.02. Amendment of Installment Sale Agreement. The City will not alter, modify or cancel or agree or consent to alter, modify or cancel this Installment Sale Agreement, except as permitted by Article VII of the Trust Agreement, without the written consent of the Trust Administrator and the Authority,
Section 8.03. Binding Effect. This Installment Sale Agreement shall be for the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns.

Section 8.04. Applicable Law. This Installment Sale Agreement shall be governed by and construed in accordance with the laws of the State.

Section 8.05. Severability. If any provision of this Installment Sale Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 8.06. Captions. The captions or headings in this Installment Sale Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provision, Article or Section of this Installment Sale Agreement.

Section 8.07. Net Contract. This Installment Sale Agreement shall be deemed and construed to be a “net contract” and the City hereby agrees that the Installment Payments shall be an absolute net return to the Authority, free and clear of any expenses, charges or set-offs whatsoever.

Section 8.08. Further Assurances and Corrective Instruments. The Authority and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Project hereby sold or intended so to be or for carrying out the expressed intention of this Installment Sale Agreement.

Section 8.09. Authority and City Representatives. Whenever under the provisions of this Installment Sale Agreement the approval of the Authority or the City is required, or the Authority or the City is required to take some action at the request of the other, such approval or such request shall be given for the Authority by an Authority Representative and for the City by a City Representative, and any party hereto shall be authorized to rely upon any such approval or request.

Section 8.10. Notices. All written notices to be given hereunder shall be given by mail first class, postage prepaid, to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other parties in writing from time to time. Any such Agenda Item #5.1.

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notice shall be deemed to have been received 48 hours after deposit in the United States mail, with postage fully prepaid.

If to the City
or the Authority
City of St. Helena
1088 College Avenue
St. Helena, California 94574
Attention: Administrative Services Director
Email: [email protected]
If to the Trust
Administrator
Administrative Services Director
City of St. Helena
1088 College Avenue
St. Helena, California 94574
Email: [email protected]
The Authority, the City and the Trust Administrator, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent.

Section 8.11. Execution in Counterparts. This Installment Sale 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.
[Signature page follows]
Agenda Item #5.1.

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IN WITNESS, the Authority has caused this Installment Sale Agreement to be duly executed in its name by its duly authorized officer; and the City has caused this Installment Sale Agreement to be duly executed in its name by its duly authorized officers, as of the date first above written.

ST. HELENA FINANCING AUTHORITY, as
Seller
Attest
By By
Secretary Executive Director
CITY OF ST. HELENA, as Purchaser
Attest
By By
City Clerk City Manager
Agenda Item #5.1.

Exhibit A

EXHIBIT A

DESCRIPTION OF THE PROJECT
The Project consists of the financing and refinancing of the acquisition and construction of new treatment facilities to the Wastewater System, including the following improvements:

1. Installation of a packaged MBR treatment system;

2. Treatment pond retrofit for influent flow equalization and emergency storage;

3. Construction of a new influent lift station;

4. Retrofit of existing treatment pond distribution box structure and construction of mechanical screening and disposal system;

5. Construction of a sludge dewatering and disposal system;

6. Flow meter reconstruction;

7. Chlorine disinfection system upgrades;

8. Installation of an underground effluent pipeline for distribution to Pond 5 or the Napa River outfall;

9. Electrical improvements;

10. Supervisory Control and Data Acquisition (SCADA) system Integration;

11. Site improvements for WWTRP upgrades

12. Construction of a noise barrier wall.

Agenda Item #5.1.

Exhibit B

EXHIBIT B

SCHEDULE OF INSTALLMENT PAYMENTS
Payment Interest Semiannual Annual
Date Principal Rate Interest Debt Service Debt Service
*Commencing with the __________ 1, 2024 interest payment, it is assumed that total advances in the principal amount of $___________ have been drawn by said date.

Agenda Item #5.1.

Jones Hall, A Professional Law Corporation Draft of Oct. 3, 2024

TRUST AGREEMENT
Dated as of November 15, 2024
by and among
the
ADMINISTRATIVE SERVICES DIRECTOR OF THE CITY OF ST. HELENA, as Trust Administrator
the
ST. HELENA FINANCING AUTHORITY,
and the
CITY OF ST. HELENA
$9,362,000
Certificates of Participation
(2024 Wastewater System Improvement Project)
Agenda Item #5.1.

-iTable of Contents
Page

ARTICLE I
DEFINITIONS; AUTHORIZATION; EXHIBITS
Section 1.01. Definitions.........................................................................................................................2 Section 1.02. Authorization ....................................................................................................................2 Section 1.03. Content of Written Certificates .........................................................................................2 Section 1.04. Exhibits.............................................................................................................................3 ARTICLE II:

THE CERTIFICATE OF PARTICIPATION:

Section 2.01. Authorization ....................................................................................................................3 Section 2.02. Date..................................................................................................................................3 Section 2.03. Maturity; Interest Rates ....................................................................................................3 Section 2.04. Interest .............................................................................................................................3 Section 2.05. Form of Certificate; Legends ............................................................................................4 Section 2.06. Execution..........................................................................................................................4 Section 2.07. Transfer and Exchange ....................................................................................................5 Section 2.08. Certificate Mutilated, Lost, Destroyed or Stolen ...............................................................5 Section 2.09. Payment ...........................................................................................................................6 Section 2.10. Execution of Documents and Proof of Ownership............................................................6 Section 2.11. Certificate Register...........................................................................................................7 Section 2.12. CUSIP Numbers...............................................................................................................7

ARTICLE III

PROJECT FUND
Section 3.01. Project Fund .....................................................................................................................7 Section 3.02. Payment of Project Costs.................................................................................................7 Section 3.03. Payment of Delivery Costs ...............................................................................................8 Section 3.04. Transfers of Unexpended Proceeds.................................................................................8 ARTICLE IV:

PREPAYMENT OF CERTIFICATE:

Section 4.01. Prepayment ......................................................................................................................8 Section 4.02. Selection of Certificates for Prepayment ..........................................................................9 Section 4.03. Notice of Prepayment.......................................................................................................9 Section 4.04. Partial Prepayment of Certificates..................................................................................10 Section 4.05. Effect of Notice of Prepayment.......................................................................................10 Section 4.06. Purchase of Certificates .................................................................................................10 ARTICLE V:

INSTALLMENT PAYMENTS; INSTALLMENT PAYMENT FUND
Section 5.01. Assignment of Rights in Installment Sale Agreement ....................................................11 Section 5.02. Establishment of Installment Payment Fund ..................................................................11 Section 5.03. Deposits .........................................................................................................................12 Section 5.04. Application of Moneys ....................................................................................................12 Section 5.05. Surplus ...........................................................................................................................12 ARTICLE VI:

RESERVE FUND:

Section 6.01. Establishment of Reserve Fund .....................................................................................12 Section 6.02. Deposits .........................................................................................................................12 Section 6.03. Transfers in Excess of Reserve Requirement................................................................12 Section 6.04. Application in Event of Deficiency in the Installment Payment Fund.............................12 Section 6.05. Transfer to Make All Installment Payments....................................................................12 Section 6.06. Replenishment of Reserve Fund....................................................................................13

ARTICLE VII
Agenda Item #5.1.

-iiINSURANCE AND CONDEMNATION FUND; INSURANCE;

EMINENT DOMAIN
Section 7.01. Establishment of Insurance and Condemnation Fund; Application of Net Proceeds of Insurance Award.....................................................................................................13 Section 7.02. Application of Net Proceeds of Eminent Domain Award ................................................13 Section 7.03. Excess Net Proceeds .....................................................................................................14 Section 7.04. Cooperation....................................................................................................................14 ARTICLE VIII:

MONEYS IN FUNDS; INVESTMENT
Section 8.01. Held in Trust ...................................................................................................................14 Section 8.02. Investments Authorized..................................................................................................14 Section 8.03. Allocation of Earnings.....................................................................................................15 Section 8.04. Accounting......................................................................................................................15 Section 8.05. Acquisition, Disposition and Valuation of Investments ...................................................16 ARTICLE IX:

THE TRUST ADMINISTRATOR:

Section 9.01. Appointment of Trust Administrator................................................................................16 Section 9.02. Liability of Trust Administrator ........................................................................................17 Section 9.03. Merger or Consolidation .................................................................................................17 Section 9.04. Protection and Rights of the Trust Administrator............................................................17 Section 9.05. Appointment of Trustee ..................................................................................................19 ARTICLE X:

MODIFICATION OR AMENDMENT OF AGREEMENTS:

Section 10.01. Amendments Permitted................................................................................................20 Section 10.02. Procedure for Amendment with Written Consent of Certificate Owners ......................21 Section 10.03. Disqualified Certificate..................................................................................................22 Section 10.04. Effect of Supplemental Agreement...............................................................................22 Section 10.05. Endorsement or Replacement of Certificate Delivered After Amendments .................22 Section 10.06. Amendatory Endorsement of Certificate ......................................................................22 ARTICLE XI:

COVENANTS:

Section 11.01. Compliance With and Enforcement of Installment Sale Agreement.............................23 Section 11.02. Payment of Taxes ........................................................................................................23 Section 11.03. Observance of Laws and Regulations..........................................................................23 Section 11.04. Prosecution and Defense of Suits ................................................................................23 Section 11.05. Further Assurances ......................................................................................................23 Section 11.06. Filing.............................................................................................................................23 Section 11.07. Private Activity Bond Limitation ....................................................................................24 Section 11.08. Federal Guarantee Prohibition .....................................................................................24 Section 11.09. Rebate Requirement ....................................................................................................24 Section 11.10. No Arbitrage .................................................................................................................24 Section 11.11. Maintenance of Tax-Exemption....................................................................................24 ARTICLE XII:

LIMITATION OF LIABILITY:

Section 12.01. Limited Liability of City..................................................................................................24 Section 12.02. No Liability of the Authority for Trust Administrator Performance ................................24 Section 12.03. Indemnification of Trust Administrator..........................................................................24 Section 12.04. Limitation of Rights to Parties and Certificate Owners .................................................25

ARTICLE XIII

EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE
OWNERS
Section 13.01. Assignment of Rights ...................................................................................................25 Section 13.02. Remedies .....................................................................................................................26 Section 13.03. Application of Funds.....................................................................................................26 Agenda Item #5.1.

-iiiSection 13.04. Institution of Legal Proceedings ...................................................................................27 Section 13.05. Non-waiver ...................................................................................................................27 Section 13.06. Remedies Not Exclusive ..............................................................................................27 Section 13.07. Power of Trust Administrator to Control Proceedings ..................................................27 Section 13.08. Limitation on Certificate Owners’ Right to Sue.............................................................27 Section 13.09. Parties Interested Herein..............................................................................................28 ARTICLE XIV:

MISCELLANEOUS:

Section 14.01. Defeasance ..................................................................................................................28 Section 14.02. Records ........................................................................................................................29 Section 14.03. Notices .........................................................................................................................29 Section 14.04. Governing Law .............................................................................................................30 Section 14.05. Binding Effect; Successors...........................................................................................30 Section 14.06. Execution in Counterparts ............................................................................................30 Section 14.07. Destruction of Canceled Certificate..............................................................................30 Section 14.08. Headings ......................................................................................................................30 Section 14.09. Limitation of Rights to Parties and Certificate Owners .................................................30 Section 14.10. Waiver of Notice ...........................................................................................................31 Section 14.11. Payments Due on Other than Business Day................................................................31 Section 14.12. Payment of Unclaimed Moneys....................................................................................31 Section 14.13. Separability of Invalid Provisions..................................................................................31 Exhibit A Definitions .................................................................................................................A-1 Exhibit B Form of Certificates of Participation..........................................................................B-1 Exhibit C Form of Disbursement Requisition from Project Fund..............................................C-1 Agenda Item #5.1.

TRUST AGREEMENT
This TRUST AGREEMENT, made and entered into as of November 15, 2024, by and among the ADMINISTRATIVE SERVICES DIRECTOR OF THE CITY OF ST. HELENA, as trust administrator (the “Trust Administrator”), the ST. HELENA FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “Authority”), as seller under the Installment Sale Agreement hereinafter defined, and the CITY OF ST. HELENA, a municipal corporation and general law city organized and existing under the laws of the State of California (the “City);

W I T N E S S E T H
WHEREAS, the City and the Authority have entered into an installment sale agreement (the “Installment Sale Agreement”), dated as of the date hereof, whereby the Authority has agreed to sell certain improvements to the City’s wastewater system (the “Project”) to the City and the City has agreed to purchase the Project from the Authority; and WHEREAS, for the purpose of obtaining the moneys required to be deposited by it with the Trust Administrator for financing the construction of the Project, the Authority proposes to assign and transfer certain of its rights under the Installment Sale Agreement to the Trust Administrator and, in consideration of such assignment and the execution of this Trust Agreement, the Trust Administrator has agreed to execute and deliver a series of certificates of participation, evidencing direct, undivided fractional interests in the Installment Payments and Prepayments (each as hereinafter defined) to be made by the City, to provide the moneys required herein to be deposited by the Authority;
WHEREAS, the Installment Payments shall be secured by the Net Revenues of the Wastewater System (each as hereinafter defined) on a parity with the installment payments payable under the Parity Obligations (defined in the Trust Agreement); and WHEREAS, the original purchaser and owner of the Certificates shall be the Government;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree as follows:

Agenda Item #5.1.

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ARTICLE I
DEFINITIONS; AUTHORIZATION; EXHIBITS
Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in Exhibit A attached hereto shall, for all purposes of this Trust Agreement, have the meanings therein specified.

Section 1.02. Authorization. Each of the parties hereby represents and warrants that it has full legal authority and is duly empowered to enter into this Trust Agreement, and has taken all actions necessary to authorize the execution of this Trust Agreement by the officers and persons signing it.

Section 1.03. Content of Written Certificates.
(a) Contents. Every certificate provided for in this Trust Agreement with respect to compliance with any provision hereof, except the certificate of destruction pursuant to Section 14.07, shall include (a) a statement that the person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the certificate is based; (c) a statement that, in the opinion of such person, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; (d) a statement of the assumptions upon which such certificate is based, and that such assumptions are reasonable; and (e) a statement as to whether, in the opinion of such person, such provision has been complied with.
(b) Reliance. Any such certificate made or given by a City Representative may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by counsel or an accountant, unless such City Representative knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the City, as the case may be) upon a certificate or opinion of or representation by a City Representative, unless such counsel or accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same City Representative, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Trust Agreement, but different officers, counsel or accountants may certify to different matters, respectively.

Agenda Item #5.1.

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Section 1.04. Exhibits. The following Exhibits are attached to, and by this reference are made a part of, this Trust Agreement:

Exhibit A: Definitions
Exhibit B: Form of Certificates of Participation
Exhibit C: Form of Disbursement Requisition from Project Fund

ARTICLE II

THE CERTIFICATE OF PARTICIPATION
Section 2.01. Authorization. The Trust Administrator is hereby authorized and directed upon written request from the Authority to execute and deliver, to the Original Purchaser, the Certificates in the principal amounts evidencing undivided fractional interests in the Installment Payments and the prepayments. The aggregate principal amount of the Certificates shall not in any case exceed the aggregate payments by the Original Purchaser therefor, as such payments and the dates thereof are endorsed on the fully registered Certificates. No provision is made for the Certificates to be executed and delivered in blocks or phases as the Original Purchaser’s regulations for single delivery have been satisfactorily met.

Section 2.02. Date. Each Certificate shall be dated as of the date of delivery thereof.

Section 2.03. Maturity; Interest Rates. The Certificates shall mature on October 1 in the years and be payable in sinking fund principal amounts, and interest with respect thereto shall be computed at the Interest Rate of per annum as shown below:

Maturity Date Total Interest
(October 1) Principal Rate
Section 2.04. Interest. Interest on the Certificates shall be payable semiannually on each Interest Payment Date to and including the date of final principal payment (or provision therefor under Section 14.01 hereof) or prepayment, whichever is earlier, determined on the Original Purchaser’s aggregate payments for the single Certificates from the respective date(s) thereof, as such payments and dates thereof are endorsed on the single Certificates. Such interest shall represent the portion of Installment Payments designated as interest and coming due during the six-month period preceding each Interest Payment Date. The portion of Installment Payments designated as interest with respect to any Certificate shall be computed by multiplying the portion of Installment Payments designated as principal with respect to such Certificate by the rate of interest applicable to such Certificate. Interest shall be calculated on the basis of a year of 365 days and actual days elapsed. Each semiannual payment of interest Agenda Item #5.1.

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shall be in the amount of one‑half of the annual amount of interest due. Unless otherwise requested by the registered owner, principal installments and interest hereon are payable by the Pre‑Authorized Debit (PAD) payment process.

Interest on any Certificate shall be payable from the Interest Payment Date next preceding the date of execution thereof, unless
(i) such Certificate is executed on an Interest Payment Date, in which event interest shall be payable from such Interest Payment Date, or (ii) such Certificate is executed after the close of business on the 15th day of the month immediately preceding the following Interest Payment Date and prior to such Interest Payment Date, in which event interest shall be payable from such Interest Payment Date, or
(iii) such Certificate is executed on or before the first Interest Payment Date, in which event interest shall be payable from the date of delivery thereof; provided, however, that if at the time of execution of any Certificate, interest with respect thereto is in default, interest with respect thereto shall be payable from the Interest Payment Date to which interest has previously been paid or made available for payment.

Payment of interest with respect to any Certificate shall be made to the person appearing on the registration books of the Trust Administrator as the Owner thereof as of the 15th day of the month preceding such Interest Payment Date, such interest to be paid by wire transfer (in the electronic funds transfer manner specified by the Government if the Government is the Owner) or by check mailed by first class mail to the Owner at the Owner’s address as it appears on such registration books.

So long as the Government is the Owner of the Certificates, the Trust Administrator shall make all payments with respect to the Certificates through the Preauthorized Debit (PAD) System, or any other electronic funds transfer system that may be specified by the Government from time to time.

Section 2.05. Form of Certificate; Legends. The Certificates shall be delivered in the form of fully registered Certificates, without coupons, in the Denomination Amount or any integral multiple thereof, except that one Certificate may contain any odd amount, and no Certificate may have principal maturing in more than one year. The Certificates shall be numbered in such manner as the Trust Administrator deems appropriate. At the option of the Original Purchaser of the Certificate, a single, fully-registered Certificate may be executed and delivered, in lieu of serial, registered Certificates, which single Certificate shall mature in installments of the same principal amounts and on the same dates as the registered Certificate it represents. The single Certificate shall be substantially in the form set forth in Exhibit B attached hereto and by this reference incorporated herein. The Certificates may contain or have endorsed thereon such provisions, specifications and descriptive words not inconsistent with the provisions of this Trust Agreement as may be necessary or desirable to comply with custom, or otherwise.

Section 2.06. Execution. The Certificate shall be executed by and in the name of the Trust Administrator, at the written direction of the Authority, by the manual signature of an authorized signatory of the Trust Administrator.

Agenda Item #5.1.

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Section 2.07. Transfer and Exchange. The following shall apply to transfers and exchanges of Certificates, provided that no transfer or exchange of Certificates shall be required to be made during the 15 days prior to the date of selection of Certificates for prepayment, or of any Certificate selected for prepayment:
(a) Transfer of Certificate. Any Certificate may, in accordance with its terms, be transferred upon the books required to be kept pursuant to the provisions of Section 2.11 hereof by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Certificate for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trust Administrator, duly executed. Whenever any Certificate shall be surrendered for transfer, the Trust Administrator shall deliver a new Certificate or Certificates of the same maturity, interest rate and aggregate principal amount in authorized denominations to the transferee thereof. The Trust Administrator may require the payment by the Certificate Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer.
(b) Exchange of Certificate. Certificates may be exchanged at the Principal Trust Office, for a like aggregate principal amount of Certificates of other authorized denominations of the same maturity. The Trust Administrator may require the payment by the Certificate Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.

Section 2.08. Certificate Mutilated, Lost, Destroyed or Stolen. If any Certificate becomes mutilated, the Trust Administrator, at the expense of the Owner of said Certificate, shall execute and deliver a new Certificate of like maturity and principal amount in authorized denominations in exchange and substitution for the Certificate so mutilated, but only upon surrender to the Trust Administrator of the Certificate so mutilated. Every mutilated Certificate so surrendered to the Trust Administrator shall be canceled by it and destroyed in accordance with Section 14.07 hereof, and the Trust Administrator shall deliver a certificate of destruction to the City.

If any Certificate becomes lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trust Administrator and, if such evidence is satisfactory to the Trust Administrator and if an indemnity satisfactory to the Trust Administrator and the Authority shall be given, the Trust Administrator, at the expense of the Certificate Owner, shall execute and deliver a new Certificate of like tenor and maturity and numbered as the Trust Administrator shall determine in lieu of and in substitution for the Certificate so lost, destroyed or stolen.

The Trust Administrator may require payment of an appropriate fee for each new Certificate delivered under this Section and of the expenses which may be incurred by the Trust Administrator in carrying out the duties under this Section.

Any Certificate delivered under the provisions of this Section in lieu of any Certificate alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of this Trust Agreement with all other Certificate secured by this Trust Agreement. The Trust Administrator shall not be required to treat both the original Certificate and any substitute Certificate as being Outstanding for the purpose of determining the principal amount of Certificate which may be executed and delivered hereunder or for the purpose of determining any percentage of Certificate Outstanding hereunder; the Trust Administrator shall consider only Agenda Item #5.1.

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the substitute Certificate as Outstanding for such purpose. Notwithstanding any other provision of this Section, in lieu of delivering a new Certificate which has been mutilated, lost, destroyed or stolen, and which has matured, the Trust Administrator may make payment with respect to such Certificate upon receipt of indemnity satisfactory to the Trust Administrator.

Section 2.09. Payment. Except as otherwise provided herein, payment of interest due with respect to any Certificate on any Interest Payment Date shall be made to the person appearing on the Registration Books as the Owner thereof as of the Regular Record Date immediately preceding such Interest Payment Date, such interest to be paid by check mailed on the Interest Payment Date by first class mail to such Owner at his address as it appears on the Registration Books as of such Regular Record Date. The principal and prepayment price with respect to the Certificate at maturity or upon prior prepayment shall be payable by check denominated in lawful money of the United States of America upon surrender of the Certificate at the Principal Trust Office. If the Government is the Owner of the single, fully-registered Certificate, surrender shall not be required for payment, except for final payment.

Section 2.10. Execution of Documents and Proof of Ownership. Any request, direction, consent, revocation of consent, or other instrument in writing required or permitted by this Trust Agreement to be signed or executed by Certificate Owners may be in any number of concurrent instruments of similar tenor, and may be signed or executed by such Owners in person or by their attorneys or agents appointed by an instrument in writing for that purpose, or by any bank, trust company or other depository for such Certificate. Proof of the execution of any such instrument, or of any instrument appointing any such attorney or agent, and of the holding and ownership of Certificate shall be sufficient for any purpose of this Trust Agreement (except as otherwise herein provided), if made in the following manner:
(a) The fact and date of the execution by any Owner or such Owner’s attorney or agent of any such instrument and of any instrument appointing any such attorney or agent, may be proved by a certificate, which need not be acknowledged or verified, of an officer of any bank or trust company located within the United States of America, or of any notary public, or other officer authorized to take acknowledgments of deeds to be recorded in such jurisdictions, that the persons signing such instruments acknowledged before such notary or officer the execution thereof. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such certificate shall also constitute sufficient proof of the authority of such officer or member. (b) The fact of the holding of Certificate by any Owner and the amount, the maturity and the numbers of such Certificate and the date of his holding the same may be proved by reference to the Certificate Register maintained by the Trust Administrator provided for in Section 2.11 hereof. The Trust Administrator may conclusively assume that such ownership continues until transfer as provided in Section 2.07(a) hereof. (c) Nothing contained in this Article II shall be construed as limiting the Trust Administrator to such proof, it being intended that the Trust Administrator may accept any other evidence of the matters herein stated which the Trust Administrator may deem sufficient. Any request or consent of the Owner of any Certificate shall bind every future Owner of the same Certificate in respect of anything done or suffered to be done by the Trust Administrator in pursuance of such request or consent.

Agenda Item #5.1.

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Section 2.11. Certificate Register. The Trust Administrator will keep or cause to be kept, at the Principal Trust Office, sufficient books for the registration and transfer of the Certificates which shall be open at all reasonable times with reasonable prior notice during normal business hours of the Trust Administrator to inspection by the City and the Authority; and, upon presentation for such purpose, the Trust Administrator shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Certificates as hereinbefore provided.

Section 2.12. CUSIP Numbers. The Trust Administrator, the City and the Authority shall not be liable for any defect or inaccuracy in any CUSIP number that appears on any Certificate or in any prepayment notice. The Trust Administrator may, in its discretion, include in any prepayment notice a statement to the effect that any CUSIP numbers on the Certificates have been assigned by an independent service and are included in such notice solely for the convenience of the Owners and that neither the Trust Administrator, the City nor the Authority shall be liable for any inaccuracies in such numbers.

CUSIP numbers shall not be required if the Government is the Original Purchaser of a single, fully registered Certificate.

ARTICLE III

PROJECT FUND
Section 3.01. Project Fund. The Trust Administrator shall establish the Project Fund; shall keep the Project Fund separate and apart from all other funds, accounts and moneys held by the Trust Administrator; and shall administer the Project Fund as provided herein.

There shall be deposited in the Project Fund all of the proceeds of sale of the Certificates ($9,362,000), and any other funds from time to time deposited with the Trust Administrator for deposit in the Project Fund, in each case in the installments as and when disbursed by the Original Purchaser.

Section 3.02. Payment of Project Costs.
(a) Amounts in the Project Fund shall be disbursed on the Closing Date to prepay in full the obligations of the City under the 2022 Installment Sale Agreement, and thereafter amounts remaining in the Project Fund, if any, shall be disbursed for Project Costs.
(b) The Trust Administrator shall disburse moneys in the Project Fund to pay Project Costs only upon receipt of a sequentially numbered requisition, the form of which is attached as Exhibit C, with bills, invoices or statements attached, signed by a City Representative (and, if required, by the Government as the Certificate Owner). (c) The Trust Administrator shall be responsible for the safekeeping and investment (in accordance with Section 8.02 hereof) of the moneys held in the Project Fund for the payment of Project Costs in accordance with this Section, but the Trust Administrator shall not be responsible for such requisitions.

Agenda Item #5.1.

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Section 3.03. Payment of Delivery Costs.
(a) Amounts in the Project Fund shall also be disbursed by the Trust Administrator to pay the Delivery Costs.
(b) The Trust Administrator shall disburse moneys in the Project Fund to pay the Delivery Costs only upon a receipt of a sequentially numbered requisition, the form of which is attached as Exhibit C, with bills, invoices or statements attached, signed by a City Representative (and, if required, by the Government as the Certificate Owner). (c) The Trust Administrator shall be responsible for the safekeeping and investment (in accordance with Section 8.02 hereof) of the moneys held in the Project Fund for the payment of Delivery Costs in accordance with this Section, but the Trust Administrator shall not be responsible for such requisitions. (d) Any moneys not expended to pay Delivery Costs shall be used to pay the costs of the Project.

Section 3.04. Transfers of Unexpended Proceeds. The Trust Administrator is hereby directed that all unexpended moneys remaining in the Project Fund and not identified in writing by a City Representative and by the Owner to be required for payment of Project Costs or other capital improvements (the “Unexpended Proceeds”) shall, on the date of completion of the Project or as soon thereafter as the Trust Administrator is so notified, be transferred to the Installment Payment Fund and applied to the prepayment of the Certificates.

ARTICLE IV

PREPAYMENT OF CERTIFICATE
Section 4.01. Prepayment.
(a) Generally. The Certificates shall not be subject to prepayment prior to maturity, except in the manner, at the times and in all respects in accordance with the provisions of this Article IV.
(b) Prepayment From Net Proceeds of Insurance and Condemnation and from Unexpended Proceeds. The Certificates are subject to prepayment in whole on any date and in part on any Interest Payment Date from the (i) Net Proceeds of any insurance or condemnation award and (ii) Unexpended Proceeds, which are, in either case deposited in the Installment Payment Fund and credited towards the prepayment made by the City pursuant to Section 4.03 of the Installment Sale Agreement, at a prepayment price equal to the principal amount thereof, together with accrued interest to the date fixed for prepayment, without premium.
(c) Optional Prepayment. In addition, the Certificates are subject to prepayment in whole or in part on any date, at a prepayment price equal to the principal amount thereof, together with accrued interest to the date fixed for prepayment, without premium, from the proceeds of optional prepayments made by the City pursuant to the Installment Sale Agreement. Refunds, extra payments and loan proceeds obtained from Agenda Item #5.1.

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outside sources for the purpose of optionally prepaying the Certificates in part shall, after payment of interest, be applied to the principal amount of Certificates last to become due under this Agreement and shall not affect the obligation to pay the remaining Certificates as scheduled.

Section 4.02. Selection of Certificates for Prepayment. Whenever provision is made in this Trust Agreement for the prepayment of Certificates and less than all Outstanding Certificates are called for prepayment, the Trust Administrator shall select the Certificates to be prepaid for prepayment in any order of maturity selected by the City and by lot within a maturity.

The Trust Administrator shall promptly notify the City and the Authority in writing of the Certificates so selected for prepayment. So long as the Government is the sole owner of the Certificates, prepayment shall be made in inverse order of maturity.

Section 4.03. Notice of Prepayment.
(a) General. Notice of any such prepayment shall be given by the Trust Administrator on behalf and at the expense of the City by mailing a copy of a prepayment notice by first class mail at least 30 days and not more than 60 days prior to the date fixed for prepayment to such Owner of the Certificate or Certificates to be redeemed (or such shorter period as agreed by the Owner) at the address shown on the Certificate Register maintained by the Trust Administrator; provided, however, that neither the failure to receive such notice nor any defect in any notice shall affect the sufficiency of the proceedings for the prepayment of the Certificates. (b) Contents. All notices of prepayment shall be dated and shall state:
(i) the prepayment date,
(ii) the prepayment price,
(iii) if less than all Outstanding Certificates are to be prepaid, the identification (and, in the case of partial prepayment, the respective principal amounts) of the Certificates to be prepaid,
(iv) that on the prepayment date the prepayment price will become due and payable with respect to each such Certificates or portion thereof called for prepayment, and that interest with respect thereto shall cease to accrue from and after said date,
(v) the place where such Certificates are to be surrendered for payment of the prepayment price, which place of payment shall be the Principal Corporate Trust Office.
(c) Prepayment. Notice of prepayment having been given as aforesaid, the Certificates or portions of Certificates so to be redeemed shall, on the prepayment date, become due and payable at the prepayment price therein specified, and from and after such date (unless the City shall default in the payment of the prepayment price) interest with respect to such Certificates or portions of Certificates shall cease to be payable.

Upon surrender of such Certificates for prepayment in accordance with said notice, such Certificates shall be paid by the Trust Administrator at the prepayment Agenda Item #5.1.

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price. Installments of interest due on or prior to the prepayment date shall be payable as herein provided for payment of interest. Upon surrender for any partial prepayment of any Certificates, there shall be executed and delivered for the Owner a new Certificate or Certificates of the same maturity in the amount of the unprepaid principal.

All Certificates which have been prepaid shall be canceled by the Trust Administrator, shall not be reissued and shall be destroyed pursuant to Section 14.07. (d) CUSIP. The Trust Administrator shall have no responsibility for a defect in the CUSIP number that appears on any Certificates or in the prepayment notice. The prepayment notice may provide that the CUSIP numbers have been assigned by an independent service and are included in the notice solely for the convenience of Certificates Owners and that the Trust Administrator and the City shall not be liable in any way for inaccuracies in said numbers.

Section 4.04. Partial Prepayment of Certificates. Upon surrender of any Certificate prepaid in part only, the Trust Administrator shall execute and deliver to the Owner thereof, at the expense of the City, a new Certificate or Certificates of authorized denominations equal in aggregate principal amount to the unprepaid portion of the Certificate surrendered and of the same interest rate and the same maturity.

Section 4.05. Effect of Notice of Prepayment. After notice has been given and the moneys for the prepayment, including interest to the applicable Interest Payment Date and premium, if any, having been set aside in the Installment Payment Fund, the Certificates to be redeemed shall become due and payable on the Interest Payment Date, and, upon presentation and surrender thereof at the Principal Trust specified in such notice, such Certificates shall be paid at the unpaid principal amount with respect thereto, and any unpaid and accrued interest to the Interest Payment Date.

If, on the Interest Payment Date, moneys for the prepayment of all the Certificates to be prepaid, together with interest to such Interest Payment Date, shall be held by the Trust Administrator so as to be available therefor on such Interest Payment Date, and, if notice of prepayment thereof shall have been given, then, from and after such Interest Payment Date, interest with respect to the Certificates to be prepaid shall cease to accrue and become payable. If such moneys shall not be so available on the Interest Payment Date, interest with respect to such Certificate shall continue to be payable at the same rates as it would have been payable had the Certificates not been called for prepayment. All moneys held by or on behalf of the Trust Administrator for the prepayment of particular Certificate shall be held in trust for the account of the Owners of the Certificate so to be prepaid. The Trust Administrator shall not be liable for any interest earned on the amounts so held.

Section 4.06. Purchase of Certificates. In lieu of prepayment of Certificates as provided in this Article IV, amounts held by the Trust Administrator for such prepayment may also be used on any Interest Payment Date, upon receipt by the Trust Administrator at least 90 days prior to the next scheduled Interest Payment Date of the written request of a City Representative, for the purchase of Certificates at public or private sale as and when and at such prices (including brokerage, accrued interest and other charges) as the City may in its discretion direct, but not to exceed the prepayment price which would be payable if such Certificate were prepaid; provided, however, that no Certificate shall be purchased in lieu of prepayment with a trade settlement date less than 75 days prior to the relevant prepayment date. The aggregate principal amount of Certificates of the same maturity purchased in lieu of Agenda Item #5.1.

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prepayment pursuant to this Section 4.06 shall not exceed the aggregate principal amount of Certificates of such maturity which would otherwise be subject to such prepayment. Remaining moneys, if any, shall be deposited in the Installment Payment Fund.

ARTICLE V
INSTALLMENT PAYMENTS; INSTALLMENT PAYMENT FUND
Section 5.01. Assignment of Rights in Installment Sale Agreement. (a) Assignment by the Authority. The Authority, for good and valuable consideration, does hereby irrevocably assign and transfer to the Trust Administrator, for the benefit of the Owner of the Certificates, all of its rights and interest in the Installment Sale Agreement (excepting only its rights under Sections 5.08, 6.03 and 7.04 thereof), including, without limitation, its rights to receive and collect Installment Payments from City under the Installment Sale Agreement, its rights to the pledge of Net Revenues, the right to receive and collect any proceeds of any insurance maintained thereunder, or of any condemnation award rendered with respect to the Project and the right to exercise such rights and remedies as are conferred on the Authority by the Installment Sale Agreement as may be necessary to enforce payment of the Installment Payments when due or otherwise to protect its interests in the event of a default by the City. (b) Acceptance by the Trust Administrator. The Trust Administrator hereby accepts such assignment in trust for the purpose of securing, equally and proportionately, such payments and rights to the Owner of the Certificates delivered pursuant to this Trust Agreement, all subject to the provisions of this Trust Agreement. (c) Application of Installment Payments. The Installment Payments shall be applied, and the rights assigned by the Authority to the Trust Administrator shall be exercised, by the Trust Administrator as provided in this Trust Agreement for the benefit of the Owner of the Certificates.

All Installment Payments, prepayments and such other amounts which the Authority may at any time be entitled to shall be paid directly to the Trust Administrator and, if the Authority receives or collects Installment Payments, such payments shall be deemed to be held or to have been collected or received by the Authority as agent of the Trust Administrator.

Section 5.02. Establishment of Installment Payment Fund. The Trust Administrator shall establish the Installment Payment Fund. All moneys at any time deposited by the Trust Administrator in the Installment Payment Fund shall be held by the Trust Administrator in trust for the benefit of the Owners of the Certificates, and shall secure payment of the Certificates.

So long as any Certificates are Outstanding, neither the City nor the Authority shall have any beneficial right or interest in the Installment Payment Fund or the moneys deposited therein, except only as provided in this Trust Agreement, and such moneys shall be used and applied by the Trust Administrator as hereinafter set forth.

Agenda Item #5.1.

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Section 5.03. Deposits. There shall be deposited in the Installment Payment Fund all Installment Payments and prepayments received by the Trust Administrator, including any moneys received by the Trust Administrator for deposit therein pursuant to Sections 4.06, 6.04 or 6.05 hereof or Article IV of the Installment Sale Agreement, and any other moneys required to be deposited therein pursuant to the Installment Sale Agreement or pursuant to this Trust Agreement.

Section 5.04. Application of Moneys. All amounts in the Installment Payment Fund shall be used and withdrawn by the Trust Administrator solely for the purpose of paying principal and interest with respect to the Certificates as they become due and payable, in accordance with the provisions of Article II hereof.

Section 5.05. Surplus. Any surplus remaining in the Installment Payment Fund, after payment of all Certificates, and accrued interest (if any) and payment of any applicable fees, costs and expenses to the Trust Administrator, or provision for such prepayment or payment having been made to the satisfaction of the Trust Administrator, shall be withdrawn by the Trust Administrator and remitted to the City.

ARTICLE VI

RESERVE FUND
Section 6.01. Establishment of Reserve Fund. The Trust Administrator shall establish the Reserve Fund, which the Trust Administrator shall keep separate and apart from all other funds and moneys held by the Trust Administrator. All moneys at any time on deposit in the Reserve Fund shall be held by the Trust Administrator in trust for the benefit of the Owners of the Certificates, and applied solely as provided herein.

Section 6.02. Deposits. There shall be deposited into the Reserve Fund the amounts specified in Section 3.11 of the Installment Sale Agreement.

Section 6.03. Transfers in Excess of Reserve Requirement. The Trust Administrator shall, on or before each April 1 and October 1, transfer any moneys in the Reserve Fund in excess of the applicable Reserve Requirement to the Project Fund or to the Installment Payment Fund, as provided in Section 8.03 hereof.

Section 6.04. Application in Event of Deficiency in the Installment Payment Fund.

If, on any Interest Payment Date, the moneys available in the Installment Payment Fund do not equal the amount of the principal, interest and prepayment premium (if any) with respect to the Certificates then coming due and payable, the Trust Administrator shall apply the moneys available in the Reserve Fund to make delinquent Installment Payments on behalf of the City and transfer the amount necessary for this purpose to the Installment Payment Fund. Upon receipt of any delinquent Installment Payment with respect to which moneys have been advanced from the Reserve Fund such Installment Payment shall be deposited in the Reserve Fund to the extent of such advance.

Section 6.05. Transfer to Make All Installment Payments. If on any Installment Payment Date, the moneys on hand in the Reserve Fund and the Installment Payment Fund are sufficient to pay all of the Outstanding Certificates, including all principal and interest, the Trust Agenda Item #5.1.

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Administrator shall, upon the written direction of a City Representative, accompanied by all amounts then on hand in the Reserve Fund, deposit such funds in the Installment Payment Fund to be applied to the payment of the Installment Payments or prepayments on behalf of the City with respect to such Certificates, and such moneys shall be distributed to the Owners of such Certificates in accordance with Article II and Article IV of this Trust Agreement.

Section 6.06. Replenishment of Reserve Fund. The City shall maintain or cause to be maintained in the Reserve Fund amounts equal to the amounts required to be deposited therein pursuant to Section 3.11 of the Installment Sale Agreement, and thereafter the amount of the applicable Reserve Requirement.

If, on any date of computation, amounts on hand in the Reserve Fund are less than such required amounts because of a transfer therefrom made in accordance with Section 6.04 hereof, the City shall pay to the Trust Administrator, within one year from the date of such deficiency if caused by a drawing from Net Revenues, an amount necessary to bring the amounts on deposit in the Reserve Fund to the amount required to be maintained therein; provided, however, that the period of time permitted herein for the replenishment of the Reserve Fund by the City shall not affect any other provision of this Trust Agreement.

ARTICLE VII
INSURANCE AND CONDEMNATION FUND; INSURANCE; EMINENT DOMAIN Section 7.01. Establishment of Insurance and Condemnation Fund; Application of Net Proceeds of Insurance Award. Any Net Proceeds of insurance against accident to or destruction of any structure constituting any part of the Project collected by the City in the event of any such accident or destruction shall be transferred by the City to the Trust Administrator pursuant to Section 5.07 of the Installment Sale Agreement and the Trust Administrator shall deposit such moneys in a special fund designated as the “Insurance and Condemnation Fund” to be applied and disbursed by the Trust Administrator as provided in Section 5.07(a) of the Installment Sale Agreement.

Section 7.02. Application of Net Proceeds of Eminent Domain Award. If all or any part of the Project is taken by eminent domain (or sold to a government threatening to exercise the power of eminent domain) the Net Proceeds therefrom shall be transferred by the City to the Trust Administrator for deposit in the Insurance and Condemnation Fund pursuant to Section

5.07(b) of the Installment Sale Agreement and shall be applied and disbursed by the Trust Administrator as follows:
(a) If the City determines that such eminent domain proceedings have not materially affected the operation of the Project, or the ability of the City to meet any of its obligations under the Installment Sale Agreement, and if the City determines that such proceeds are:
(i) not needed for repair, replacement or rehabilitation of the Project, upon receipt of a written certificate from the City the Trust Administrator shall transfer such proceeds to the Installment Payment Fund to be credited towards the prepayments required to be paid pursuant to Section 10.03 of the Installment Sale Agreement and applied to the prepayment of Certificate in the manner provided in Article IV hereof, or
Agenda Item #5.1.

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(ii) needed for repair or rehabilitation of the Project, upon receipt of a written certificate from the City the Trust Administrator shall pay to the City, or to its order, from said proceeds such amounts as the City may expend for such repair or rehabilitation, upon the filing with the requisitions of the City Representative, substantially in the form described in Section 3.02 in connection with the payment of Project Costs.
(b) If (i) less than all of the Project is taken in such eminent domain proceedings, and if the City determines that such eminent domain proceedings have materially affected the operation of the Project or the ability of the City to meet any of its obligations under the Installment Sale Agreement or (ii) all of the Project is taken in such eminent domain proceedings, then upon receipt of written instruction from the City the Trust Administrator shall transfer such proceeds to the Installment Payment Fund to be credited toward the prepayment required to be paid pursuant to Section 4.03 of the Installment Sale Agreement and applied to the prepayment of Certificate in the manner provided in Article IV hereof.

Section 7.03. Excess Net Proceeds. After all of the Certificates have been retired and the entire amount of principal and interest with respect to the Certificates and any remaining fees and expenses of the Trust Administrator have been paid in full, the Trust Administrator shall transfer any remaining funds to the City.

Section 7.04. Cooperation. The Authority shall cooperate with the City at the expense of the City in filing any proof of loss with respect to any insurance policy maintained pursuant to Article V of the Installment Sale Agreement and in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Project or any part thereof.

ARTICLE VIII
MONEYS IN FUNDS; INVESTMENT
Section 8.01. Held in Trust. The moneys and investments held by the Trust Administrator under this Trust Agreement, except for those held in the Project Fund and the Delivery Cost Fund, are irrevocably held in trust for the benefit of the Owner(s) of the Certificates, and for the purposes herein specified, and such moneys, and any income or interest earned thereon, shall be expended only as provided in this Trust Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either the Authority, the Trust Administrator or the City or any Owner of Certificates, or any of them until after the Certificates have been paid in full.

Section 8.02. Investments Authorized. Moneys held by the Trust Administrator hereunder shall be invested and reinvested by the Trust Administrator, to the maximum extent practicable, in Permitted Investments. Unless otherwise directed, the Trust Administrator shall invest the affected moneys in Permitted Investments described in paragraph (g) of the definition thereof.

A City Representative may, by written order filed with the Trust Administrator, direct investment of moneys held by the Trust Administrator in specific Permitted Investments.

Investments purchased with moneys on deposit in the Reserve Fund shall have a term not Agenda Item #5.1.

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greater than five years. Investments, if registrable, shall be registered in the name of and held by the Trust Administrator or the Trust Administrator’s nominee.

The Trust Administrator may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Section 8.02. Such investments and reinvestments shall be made giving full consideration to the time at which funds are required to be available. The Trust Administrator may act as principal or agent in the making or disposing of any investment.

The Trust Administrator shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with this Article VIII.

The Trust Administrator shall be entitled to rely conclusively upon the written instructions of a City Representative directing investments as to the fact that each investment is permitted by the laws of the State and constitutes a Permitted Investment hereunder, and the Trust Administrator shall not be required to make further investigation with respect thereto.

To the extent that any of the requirements concerning any Permitted Investment embodies a legal conclusion, the Trust Administrator shall be entitled to conclusively rely upon a certificate from the appropriate party or an opinion of counsel to such party that such requirement has been met.

Section 8.03. Allocation of Earnings. All interest or income received by the Trust Administrator on investment of the Project Fund and the Installment Payment Fund shall, as received, be retained in the respective fund.

Amounts retained in the Installment Payment Fund pursuant to this Section 8.03 shall be applied as a credit against the Installment Payment due by the City pursuant to the Installment Sale Agreement on the Installment Payment Date following the date of deposit.

All interest or income received by the Trust Administrator on investment of the Reserve Fund shall be retained in the Reserve Fund if amounts on deposit in the Reserve Fund are less than the applicable Reserve Requirement. Pursuant to Section 6.03 hereof, if amounts then on deposit in the Reserve Fund equal or exceed the Reserve Requirement, such excess shall, as received, be transferred, prior to the date of completion of the Project, to the Project Fund, and after the date of completion of the Project, shall be transferred to the Installment Payment Fund and shall be applied as a credit against the Installment Payment due by the City pursuant to the Installment Sale Agreement on the Installment Payment Date following the date of deposit.

Transfers to the Installment Payment Fund from the Reserve Fund shall be made by the Trust Administrator on or prior to each Installment Payment Date.

Section 8.04. Accounting. The Trust Administrator shall furnish to the City a semiannual accounting of all investments, transactions and disbursements made by the Trust Administrator. The Trust Administrator may commingle, at its sole discretion, any of the funds held by it pursuant to this Trust Agreement into a separate fund or funds for investment purposes only; provided, however, that all funds or accounts held by the Trust Administrator hereunder shall be accounted for separately notwithstanding such commingling by the Trust Administrator.

Agenda Item #5.1.

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Section 8.05. Acquisition, Disposition and Valuation of Investments. (a) Except as otherwise provided in subsection (b) of this Section 8.05, the City covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Trust Agreement, or otherwise containing gross proceeds of the Certificates (within the meaning of section 148 of the Tax Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Trust Agreement or the Tax Code) at Fair Market Value.
(b) Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Tax Code and (unless valuation is undertaken at least annually) investments in the Reserve Fund shall be valued at their present value (within the meaning of section 148 of the Tax Code) .

ARTICLE IX

THE TRUST ADMINISTRATOR
Section 9.01. Appointment of Trust Administrator. The Trust Administrator is hereby appointed by the Authority and the City for the purpose of receiving all moneys required to be deposited with the Trust Administrator hereunder and to allocate, use and apply the same as provided in this Trust Agreement.
(a) General. The Trust Administrator is hereby authorized to pay or redeem the Certificates when duly presented for payment at maturity, or on prepayment, and to cancel all Certificates upon payment thereof. The Trust Administrator shall keep accurate records of all funds administered by it and of all Certificates paid and discharged.
(b) Successor. So long as no Event of Default occurs and is continuing, the City may, with the written consent of the Owners, remove the Trust Administrator initially appointed, and any successor thereto, on 30 days’ written notice and may appoint a successor or successors thereto; provided that any such successor shall be a bank or trust company that is a corporation organized and doing business under the laws of any state, the City or the United States of America, authorized under such laws to exercise corporate trust powers, which has (or, in the case of a corporation included in a bank holding company system, the related bank holding company has) a combined capital and surplus of at least $50,000,000, and is subject to supervision or examination by federal or state authority, so long as any Certificates are Outstanding.

If such 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 9.01 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any removal of the Trust Administrator shall not be effective until written acceptance of appointment by the successor Trust Administrator.
(c) Resignation. The Trust Administrator may at any time resign by giving written notice to the Authority and the City and by providing notice by first class mail, Agenda Item #5.1.

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postage prepaid, to the Owners at their addresses as shown on the Certificate registration books maintained by the Trust Administrator. Said mailing shall be made prior to the proposed effective date of resignation.

Upon receiving such notice of resignation, the City, with the written consent of the Owners, shall promptly appoint a successor Trust Administrator by an instrument in writing; provided, however, that if the City does not appoint a successor Trust Administrator within 30 days following receipt of such notice of resignation, the Authority may appoint a successor Trust Administrator and if the Authority does not appoint such successor Trust Administrator, the resigning Trust Administrator, at the expense of the City, may petition any appropriate court having jurisdiction to appoint a successor Trust Administrator.

Any resignation or removal of the Trust Administrator and appointment of a successor Trust Administrator shall become effective upon acceptance of appointment by the successor Trust Administrator and receipt by the Trust Administrator of any fees and expenses due and payable to it.

Section 9.02. Liability of Trust Administrator. The recitals of facts, covenants and agreements herein and in the Certificates contained shall be taken as statements, covenants and agreements of the Authority and the City, and the Trust Administrator neither assumes any responsibility for the correctness of the same, nor makes any representations as to the validity or sufficiency of this Trust Agreement or of the Certificates nor shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Certificates assigned to or imposed upon the Trust Administrator.

Section 9.03. Merger or Consolidation. Any company into which the Trust Administrator may be merged or converted or with which any of them may be consolidated or any company resulting from any merger, conversion or consolidation to which any of them shall be a party or any company to which the Trust Administrator may sell or transfer all or substantially all of its corporate trust business, provided that such company shall be eligible under Section 9.01, shall be the successor to the Trust Administrator without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

Section 9.04. Protection and Rights of the Trust Administrator. (a) Good Faith. The Trust Administrator shall be protected and shall incur no liability in acting or proceeding in good faith upon any resolution, notice, telegram, request, consent, waiver, certificates, statement, affidavit, voucher, bond, requisition or other paper or document which it shall in good faith believe to be genuine and to have been passed or signed by the proper board or person or to have been prepared and furnished pursuant to any of the provisions of this Trust Agreement, and the Trust Administrator shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements.
(b) Ownership Claims. The Trust Administrator shall not be bound to recognize any person as an Owner of any Certificate or to take any action at such Owner’s request unless such Certificate shall be deposited with the Trust Administrator Agenda Item #5.1.

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or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trust Administrator.
(c) Counsel. The Trust Administrator may consult with counsel, who may be counsel to the City, with regard to legal questions and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith in accordance therewith. (d) Proof. Whenever in the administration of its duties under this Trust Agreement, the Trust Administrator shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) shall be deemed to be conclusively proved and established by the Written Certificate of the City Representative or Authority Representative and such Written Certificate shall be full warranty to the Trust Administrator for any action taken or suffered under the provisions of this Trust Agreement upon the faith thereof, but in its discretion the Trust Administrator may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.
(e) Owner. The Trust Administrator may may acquire and dispose of other bonds or evidence of indebtedness of the City with the same rights it would have if it were not the Trust Administrator; and may act as a depository 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 Certificates, whether or not such committee shall represent the Owners of the majority in principal amount of the Certificates then Outstanding. If a successor Trustee is appointed in accordance with Section 9.05, the successor Trustee may become the Owner of the Certificates with the same rights it would have if it were not Trustee hereunder. (f) Powers and Liability. The Trust Administrator may execute any of the powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of its duty hereunder, and the Trust Administrator shall not be liable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care.

The Trust Administrator shall not be liable for the exercise of any discretion or power under this Trust Agreement or for anything whatever in connection with the funds and accounts established hereunder, except only for its own willful misconduct or negligence. (g) Limits of Liability. The Trust Administrator undertakes to perform such duties, and only such duties as are specifically set forth in this Trust Agreement and no implied duties or obligations shall be read into this Trust Agreement against the Trust Administrator. No provision in this Trust Agreement shall require the Trust Administrator to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it. In accepting the duties hereby enumerated, the Trust Administrator acts solely as Trust Administrator for the Owners and not in its individual capacity and all persons, including without limitation the Owners and the City or the Authority having any claim against the Trust Administrator arising from the Trust Agreement shall look only to the funds and accounts held by the Trust Administrator hereunder for payment except as otherwise provided herein. Under no circumstances Agenda Item #5.1.

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shall the Trust Administrator be liable in its individual capacity for the obligations evidenced by the Certificates. The Trust Administrator shall not be liable in its individual capacity with respect to any action taken or omitted to be taken by the Trust Administrator in good faith in accordance with the written request of the Owners of the Certificates.
(h) No Representations. The Trust Administrator makes no representation or warranty, express or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the City of the Project. In no event shall the Trust Administrator be liable for incidental, indirect, special or consequential damages in connection with or arising from the Installment Sale Agreement or Trust Agreement for the existence, furnishing or use of the Project.
(i) Enforcement; Knowledge. The Trust Administrator shall not be responsible for the sufficiency or enforceability of the Installment Sale Agreement or the assignment under the Trust Agreement of its rights to receive Installment Payments. The Trust Administrator shall not be deemed to have knowledge of any Event of Default hereunder or under the Installment Sale Agreement except failure by the City to make Installment Payments unless the Trust Administrator is specifically notified in writing of such Event of Default.
(j) Released and Unclaimed Funds. The Trust Administrator shall not be accountable for the use or application by the City or any other party of any funds which the Trust Administrator has released under this Trust Agreement. Subject to applicable escheat laws, any amounts unclaimed two years after the final prepayment or maturity date of the Certificates, whichever occurs first, shall be paid by the Trust Administrator to the City, and thereafter, the Owner of any Certificates remaining unpaid shall look to the City for the payment of such Certificates.

Section 9.05. Appointment of Successor Trustee. In the event that an Event of Default shall occur or if it shall otherwise be necessary for the Trust Administrator to enforce payment of the Installment Payments, prepayments or any other amount required to be deposited into the Installment Payment Fund or the Insurance and Condemnation Fund, or to exercise any of the remedies set forth in Article XIII hereof, or if it is determined that the Trust Administrator is unable to perform any of the other duties hereunder, the City, with the written consent of the Original Purchaser as the Owner, shall appoint a Trustee to succeed to the duties and responsibilities of the Trust Administrator hereunder, such appointment to be effective immediately upon written notice thereof to the Trust Administrator. Any Trustee appointed in such circumstances shall meet the requirements of the third paragraph of Section

9.01 hereof. Upon such appointment, the term “Trust Administrator” in this Agreement shall also refer to such Trustee.

Agenda Item #5.1.

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ARTICLE X

MODIFICATION OR AMENDMENT OF AGREEMENTS
Section 10.01. Amendments Permitted.
(a) With Consent. This Trust Agreement and the rights and obligations of the Owners of the Certificates and the Installment Sale Agreement and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental agreement which shall become effective when the written consent of the Owners of at least 60% in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 10.03, shall have been filed with the Trust Administrator.

No such modification or amendment may:
(1) extend or have the effect of extending the fixed maturity of any Certificate or reducing the interest rate with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof or reducing any premium payable upon the prepayment thereof, without the express consent of the Owner of such Certificate, or
(2) reduce or have the effect of reducing the percentage of Certificates required for the affirmative vote or written consent to an amendment or modification of the Installment Sale Agreement, or
(3) modify any of the rights or obligations of the Trust Administrator without its written assent thereto.

Any such supplemental agreement shall become effective as provided in Section

10.02. (b) Without Consent. This Trust Agreement and the rights and obligations of the Owners of the Certificates and the Installment Sale Agreement and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental agreement, without the consent of any such Owners, but only to the extent permitted by law and only
(1) to cure, correct or supplement any ambiguous or defective provision contained herein or therein, or
(2) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which shall not, in the opinion of nationally recognized bond counsel, materially adversely affect the interest of the Owners of the Certificates, or
(3) if and to the extent specified in an opinion of nationally recognized bond counsel filed with the City, the Authority and the Trust Administrator, to make such additions, deletions or modifications as may be necessary to assure compliance with section 148(f) of the Tax Code or otherwise as may be Agenda Item #5.1.

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necessary to assure exclusion from gross income for purposes of federal income taxation of the interest component of Installment Payments.

Any such supplemental agreement shall become effective upon its execution and delivery by the parties hereto or thereto as the case may be. (c) Counsel. The Trust Administrator may obtain an opinion of legal counsel that any amendment entered into hereunder complies with the provisions of this Article X and the Trust Administrator may rely conclusively on such opinion.

Section 10.02. Procedure for Amendment with Written Consent of Certificate Owners.
(a) General. This Trust Agreement or the Installment Sale Agreement may be amended by supplemental agreement as provided in this Section 10.02 in the event the consent of the Owners of the Certificates is required pursuant to Section 10.01. A copy of such supplemental agreement, together with a request to the Certificate Owners for their consent thereto, shall be mailed by the Trust Administrator to the Owner of each Certificate at his address as set forth in the Certificate Register, but failure to mail copies of such supplemental agreement and request shall not affect the validity of the supplemental agreement when assented to as provided in this Section 10.02. (b) Effective. Such supplemental agreement shall not become effective unless there shall be filed with the Trust Administrator the written consent of the Owners of at least 60% in aggregate principal amount of the Certificates then Outstanding (exclusive of Certificates disqualified as provided in Section 10.03) and a notice shall have been mailed as hereinafter provided in this Section 10.02. Each such consent shall be effective only if accompanied by proof of ownership of the Certificate for which such consent is given, which proof shall be such as is permitted by Section 2.11.

Any such consent shall be binding upon the Owner of the Certificate giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trust Administrator within five Business Days of the date when the notice of consent hereinafter in this Section 10.02 provided for has been mailed.

Any revocation received by the Trust Administrator later than five Business Days after such notice has been mailed shall be of no force and effect. (c) Notice. After the Owners of the required percentage of Certificates have filed their consents to such supplemental agreement, the Trust Administrator shall mail a notice to the Owners of the Certificates in the manner hereinbefore provided in this Section 10.02 for the mailing of such supplemental agreement at the notice of adoption thereof, stating in substance that such supplemental agreement has been consented to by the Owners of the required percentage of Certificates and will be effective as provided in this Section 10.02 (but failure to mail copies of said notice shall not affect the validity of such supplemental agreement or consents thereto).

A record, consisting of the papers required by this Section 10.02 to be filed with the Trust Administrator, shall be conclusive proof of the matters therein stated until the Agenda Item #5.1.

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contrary is proved. Such supplemental agreement shall be deemed conclusively binding upon the parties hereto and the Owners of all Certificates at the expiration of 60 days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such 60-day period.

Section 10.03. Disqualified Certificates. Certificates owned or held by or for the account of the City or by any person directly or indirectly controlled or controlled by, or under direct or indirect common control with the City (except any Certificates held in any pension or retirement fund) shall not be deemed Outstanding for the purpose of any vote, consent, waiver or other action or any calculation of Outstanding Certificates provided for in this Trust Agreement, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Trust Agreement.

Section 10.04. Effect of Supplemental Agreement. From and after the time any supplemental agreement becomes effective pursuant to this Article X, this Trust Agreement or the Installment Sale Agreement, as the case may be, 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 Certificates Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any supplemental agreement shall be deemed to be part of the terms and conditions of this Trust Agreement or the Installment Sale Agreement, as the case may be, for any and all purposes.

The City may adopt appropriate regulations to require each Certificate Owner, before such Owner’s consent provided for in this Article X shall be deemed effective, to reveal the Certificates as to which such consent is given are disqualified as provided in Section 10.03.

Section 10.05. Endorsement or Replacement of Certificate Delivered After Amendments. The City may determine that Certificates delivered after the effective date of any action taken as provided in this Article X shall bear a notation, by endorsement or otherwise, in form approved by the Trust Administrator, as to such action. In that case, upon demand of the Owner of any Certificate Outstanding at such effective date and presentation of his Certificate for the purpose at the Principal Corporate Trust Office, a suitable notation shall be made on such Certificate. The City may determine that new Certificates, so modified as in the opinion of the City is necessary to conform to such Certificate Owners’ action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Certificate then Outstanding, such new Certificate shall be exchanged in the Principal Corporate Trust Office, without cost to such Owner, for a Certificate of the same character then Outstanding, upon surrender of such Certificate.

Section 10.06. Amendatory Endorsement of Certificate. The provisions of this Article X shall not prevent any Certificate Owner from accepting any amendment as to the particular Certificate held by such Owner, provided that due notification thereof is made on such Certificate.

Agenda Item #5.1.

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ARTICLE XI

COVENANTS
Section 11.01. Compliance With and Enforcement of Installment Sale Agreement.

The City and the Authority covenant and agree with the Owners of the Certificates to perform all obligations and duties imposed on them under the Installment Sale Agreement and this Trust Agreement. The City or the Authority, immediately upon receiving or giving any notice or communication or other document in any way relating to or affecting their respective interests in the Project which may or can in any manner affect such interest, will deliver the same, or a copy thereof, to the Trust Administrator. The City will not do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would or might be a ground for cancellation or termination of the Installment Sale Agreement by the Authority thereunder.

Section 11.02. Payment of Taxes. The City will, subject to any right of challenge thereof, pay or cause to be paid all taxes, assessments and other governmental charges, if any, that may be levied, assessed or charged upon the Project or any part thereof, promptly as and when the same shall become due and payable; and the City will keep the Trust Administrator advised in writing of such payments. The City will not suffer the Project, or any part thereof, to be sold for any taxes, assessments or other charges whatsoever, or to be forfeited therefor.

Section 11.03. Observance of Laws and Regulations. The City will well and truly keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on it with respect to the Wastewater System by contract, or prescribed by any law of the United States, or of the State, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by the City with respect to the Wastewater System to the end that such rights, privileges and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired.

Section 11.04. Prosecution and Defense of Suits. The City shall promptly, upon request of the Trust Administrator or any Certificate Owner holding at least 25% in principal amount of the Certificates from time to time, take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Project, whether now existing or hereafter developing and shall, to the extent permitted by law, prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall indemnify and save the Trust Administrator and every Certificate Owner harmless from all loss, cost, damage and expense, including attorneys’ fees, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceeding.

Section 11.05. Further Assurances. The Authority, the City and the Trust Administrator (at the cost and request of the City or the Authority) will 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 Trust Agreement, and for the better assuring and confirming unto the Owners of the Certificates the rights and benefits provided herein.

Section 11.06. Filing. The City shall be responsible for the filing of any supplemental instruments or documents of further assurance as may be required by law in order to perfect or Agenda Item #5.1.

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renew the security interests created by this Trust Agreement. Neither the Trust Administrator nor the Authority shall be responsible for such filing.

Section 11.07. Private Activity Bond Limitation. The City shall assure that proceeds of the Certificates are not so used as to cause the Certificates or the Installment Sale Agreement to satisfy the private business tests of section 141(b) of the Tax Code or the private loan financing test of section 141(c) of the Tax Code.

Section 11.08. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Certificates or the Installment Sale Agreement to be “federally guaranteed” within the meaning of section 149(b) of the Tax Code.

Section 11.09. Rebate Requirement. The City shall take any and all actions necessary to assure compliance with section 148(f) of the Tax Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Certificates and the Installment Sale Agreement.

Section 11.10. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Trust Administrator or otherwise, any action with respect to the proceeds of the Certificates which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Certificates or the Installment Sale Agreement to be “arbitrage bonds” within the meaning of section 148 of the Tax Code.

Section 11.11. Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest with respect to the Certificates from the gross income of the Owners of the Certificates to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the Closing Date.

ARTICLE XII

LIMITATION OF LIABILITY
Section 12.01. Limited Liability of City. Except for the payment of Installment Payments and prepayments when due in accordance with the Installment Sale Agreement and the performance of the other covenants and agreements of the City contained in said Agreement, the City shall have no pecuniary obligation or liability to any of the other parties or to the Owners of the Certificates with respect to this Trust Agreement or the terms, execution, delivery or transfer of the Certificates, or the distribution of Installment Payments to the Owners by the Trust Administrator except as expressly set forth herein.

Section 12.02. No Liability of the Authority for Trust Administrator Performance.

Neither the City nor the Authority shall have any obligation or liability to the other party or to the Owners of the Certificates with respect to the performance by the Trust Administrator of any duty imposed upon the Trust Administrator under this Trust Agreement.

Section 12.03. Indemnification of Trust Administrator. The City shall to the extent permitted by law indemnify and save the Trust Administrator, its officers, employees, directors Agenda Item #5.1.

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and agents harmless from and against all claims, losses, costs, expenses, liability and damages, including legal fees and expenses, arising out of:
(a) the use, maintenance, condition or management of, or from any work or thing done on, the Project by the Authority or the City; (b) any breach or default on the part of the Authority or the City in the performance of any of their respective obligations under the Installment Sale Agreement, this Trust Agreement and any other agreement made and entered into for purposes of the Project;
(c) any act of the Authority or the City or of any of their respective agents, contractors, servants, employees or licensees with respect to the Project; (d) any act of any assignee of, or purchaser from the Authority or the City or of any of its or their respective agents, contractors, servants, employees or licensees with respect to the Project;
(e) the acquisition, construction, installation and equipping of the Project or the authorization of payment of Project Costs or Delivery Costs; (f) the actions of any other party, including but not limited to the ownership, operation or use of the Project by the Authority or the City, (g) the Trust Administrator’s exercise and performance of its powers and duties hereunder, or
(h) the offering and sale of the Certificates.

No indemnification will be made under this Section 12.03 or elsewhere in this Trust Agreement for willful misconduct or negligence under this Trust Agreement by the Trust Administrator, its officers or employees. The City’s obligations hereunder shall remain valid and binding notwithstanding maturity and payment of the Certificates or resignation or removal of the Trust Administrator.

Section 12.04. Limitation of Rights to Parties and Certificate Owners. Nothing in this Trust Agreement or in the Certificates expressed or implied is intended or shall be construed to give any person other than the City, the Authority, the Trust Administrator and the Owners of the Certificates, any legal or equitable right, remedy or claim under or in respect of this Trust Agreement or any covenant, condition or provision hereof; and all such covenants, conditions and provisions are and shall be for the sole and exclusive benefit of the City, the Authority, the Trust Administrator and said Owners.

ARTICLE XIII

EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE OWNERS
Section 13.01. Assignment of Rights. Pursuant to the Trust Agreement, the Authority transfers, assigns and sets over to the Trust Administrator all of the Authority’s rights under the Installment Sale Agreement (excepting only its rights under Sections 5.08, 6.03 and 7.04 Agenda Item #5.1.

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thereof), including without limitation the Authority’s rights to exercise such rights and remedies conferred on the Authority pursuant to the Installment Sale Agreement as may be necessary or convenient
(i) to enforce payment of the Installment Payments, prepayments and any other amounts required to be deposited in the Installment Payment Fund or the Insurance and Condemnation Fund, and
(ii) otherwise to exercise the Authority’s rights and take any action to protect the interests of the Trust Administrator or the Certificate Owners in an Event of Default.

Section 13.02. Remedies. If an Event of Default occurs, then and in each and every such case during the continuance of such Event of Default, the Trust Administrator may exercise any and all remedies available hereunder pursuant to law or granted pursuant to the Installment Sale Agreement.

Upon the occurrence of an Event of Default, the Trust Administrator may, and shall, at the written direction of the Owners of a majority of the principal amount of Certificates then Outstanding, by written notice to the City, declare the principal of the Installment Payments to be immediately due and payable, whereupon that portion of the principal of the Installment Sale Agreement thereby coming due and the interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable, anything in this Trust Agreement or in the Installment Payments to the contrary notwithstanding.

Remedies shall be cumulative with respect to the Trust Administrator and the Owners. If any remedial action is discontinued or abandoned, the Trust Administrator and the Owners shall be restored to their former positions.

Section 13.03. Application of Funds. All moneys received by the Trust Administrator pursuant to any right given or action taken under the provisions of this Article XIII or of Article VII of the Installment Sale Agreement, shall be applied by the Trust Administrator in the order following upon presentation of the several Certificates and the stamping thereon of the payment if only partially paid or upon the surrender thereof if fully paid:
(a) First, to the payment of the costs and expenses of the Trust Administrator hereunder (including, but not limited to, the costs and expenses of itself and its counsel) and, after such payment to the Trust Administrator, of the Certificate Owners in declaring such Event of Default, including reasonable compensation to its or their agents, attorneys and counsel, together with interest on all such amounts advanced as provided in the Installment Sale Agreement;
(b) Second, to the payment of the whole amount then owing and unpaid with respect to the Certificates for principal and interest, with interest on the overdue principal and installments of interest at the rate or rates specified in the respective Certificates (but such interest on overdue installments of interest shall be paid only to the extent funds are available therefor following payment of principal and interest and interest on overdue principal, as aforesaid), and if such moneys are insufficient to pay in full the whole amount so owing and unpaid with respect to the Certificates, then to the payment first of interest unpaid and owing at the time of such Event of Default, and second to the payment of such principal and interest without preference or priority of principal over interest, or of interest over principal, or of any Agenda Item #5.1.

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installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest.

Section 13.04. Institution of Legal Proceedings. If one or more Events of Default shall happen and be continuing, the Trust Administrator in its discretion may, and upon the written request of the Owners of a majority in principal amount of the Certificates then Outstanding, and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of the Owners of Certificates by a suit in equity or action at law, for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or by mandamus or other appropriate proceeding for the enforcement of any other legal or equitable remedy as the Trust Administrator shall deem most effectual to enforce any of its rights or duties hereunder.

Section 13.05. Non-waiver. Nothing in this Article XIII or in any other provision of this Trust Agreement, or in the Certificates, shall affect or impair the obligation of the City, which is absolute and unconditional subject to Section 3.06 of the Installment Sale Agreement, to pay or prepay the Installment Payments as provided in the Installment Sale Agreement, or affect or impair the right of action, which is also absolute and unconditional, of the Certificate Owners to institute suit to enforce such payment. No delay or omission of the Trust Administrator or of any Owner of any of the Certificates to exercise any right or power arising upon the happening of any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein, and every power and remedy given by this Article XIII to the Trust Administrator or to the Owners of Certificates may be exercised from time to time and as often as shall be deemed expedient by the Trust Administrator or the Certificate Owners.

Section 13.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trust Administrator or to the Certificate Owners is intended to be exclusive of any other remedy, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise.

Section 13.07. Power of Trust Administrator to Control Proceedings. In the event that the Trust Administrator, 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 a majority in principal amount of the Certificates then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Certificates, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trust Administrator shall not, unless there no longer continues an Event of Default hereunder, discontinue, withdraw, compromise or settle, or otherwise dispose 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 at least a majority in principal amount of the Certificates Outstanding hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation.

Section 13.08. Limitation on Certificate Owners’ Right to Sue. No Owner of any Certificate shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Trust Agreement, unless
Agenda Item #5.1.

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(a) such Owner has previously given to the Trust Administrator written notice of the occurrence of an Event of Default hereunder;
(b) the Owners of at least a majority in aggregate principal amount of all the Certificates then Outstanding make written request upon the Trust Administrator to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name;
(c) said Owners have tendered to the Trust Administrator reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; provided, however, that so long as the Government is the sole Owner, this condition shall not apply; and
(d) the Trust Administrator refuses or omits to comply with such request for a period of 60 days after such written request has been received by, and said tender of indemnity has been made to, the Trust Administrator.

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 Certificates of any remedy hereunder; it being understood and intended that no one or more Owners of Certificates shall have any right in any manner whatever by his or their action to enforce any right under this Trust Agreement, except in the manner herein provided, and that all proceedings at law or in equity with respect to an Event of Default shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Certificates.

The right of any Owner of any Certificate to receive payment of said Owner’s proportionate interest in the Installment Payments as the same become due, or to institute suit for the enforcement of such payment, shall not be impaired or affected without the consent of such Owner, notwithstanding the foregoing provisions of this Section 13.08 or any other provision of this Trust Agreement.

Section 13.09. Parties Interested Herein. Nothing in this Trust Agreement expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City, the Authority, the Trust Administrator and the Owners any right, remedy or claim under or by reason of this Trust Agreement, or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Trust Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the City, the Authority, the Trust Administrator and the Owners.

ARTICLE XIV

MISCELLANEOUS
Section 14.01. Defeasance. The Outstanding Certificates may be paid and discharged in any one or more of the following ways:
(a) Payment. By paying or causing to be paid the principal with respect to and interest with respect to all Certificates Outstanding, as and when the same become due and payable;
Agenda Item #5.1.

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(b) Deposit. By depositing with the Trust Administrator, in trust, at or before maturity, money which, together with the amounts then on deposit in the Installment Payment Fund and the Reserve Fund, is fully sufficient to pay all Certificates Outstanding, including all principal and interest;
(c) Escrow. By irrevocably depositing with the Trust Administrator or an escrow agent, cash or Defeasance Obligations in such amount as an independent certified public accountant shall determine in a written report will, together with the interest to accrue thereon, be fully sufficient to pay and discharge all Certificates (including all principal and interest) at or before their respective maturity dates; or (d) Security Deposit. By depositing with the Trust Administrator, security for the payment of Installment Payments as more particularly described in Section 4.05 of the Installment Sale Agreement, said security to be held by the Trust Administrator, as agent for City, and to be applied by the Trust Administrator to Installment Payments representing the obligation of the City under the Installment Sale Agreement, as described in Section 4.05 of the Installment Sale Agreement; (e) Effect. Notwithstanding that any Certificates shall not have been surrendered for payment, all rights hereunder of the Owners of the Certificates and all obligations of the Authority, the Trust Administrator and the City under this Trust Agreement with respect to all Outstanding Certificates shall cease and terminate, except only the obligation of the Trust Administrator to pay or cause to be paid, from Installment Payments paid by or on behalf of the City from deposits pursuant to paragraphs (b) through (d) of this Section 14.01, to the Owners of the Certificates not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to paragraphs (b) through (d) of this Section 14.01, the Certificates shall continue to represent direct, undivided and fractional interests of the Owners thereof in Installment Payments under the Installment Sale Agreement.
(f) Payment Date. All monies held or deposited pursuant to subsections (b) through (d), above, shall be used to pay and prepay Certificates on the earliest possible date.
(g) Surplus Funds. Any funds held by the Trust Administrator, at the time of one of the events described above in subsections (a) through (d) above, which are not required for the payment to be made to Owners, or for payments to be made to the Trust Administrator by the City (including attorneys’ fees), shall be paid over to the City.

Section 14.02. Records. The Trust Administrator shall keep complete and accurate records of all moneys received and disbursed under this Trust Agreement, which shall be available for inspection by the City, the Authority, and the Owners of not less than 10% in aggregate principal amount of the Certificates Outstanding, or the agent of any of them, upon reasonable prior notice and during regular business hours.

Section 14.03. Notices. All written notices to be given under this Trust Agreement shall be given by mail first class, postage prepaid, to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other parties in writing from time to time. Any such notice shall be deemed to have been received 48 hours after deposit in the United States mail, with postage fully prepaid.

Agenda Item #5.1.

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If to the City
or the Authority
City of St. Helena
1088 College Avenue
St. Helena, California 94574
Attention: Administrative Services Director
Email: [email protected]
If to the Trust
Administrator
Administrative Services Director
City of St. Helena
1088 College Avenue
St. Helena, California 94574
Email: [email protected]
Section 14.04. Governing Law. This Trust Agreement shall be construed and governed in accordance with the laws of the State.

Section 14.05. Binding Effect; Successors. This Trust Agreement shall be binding upon and be for the benefit of the parties hereto and their respective successors and assigns.

Whenever in this Trust Agreement the Authority, the City or the Trust Administrator is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Trust Agreement contained by or on behalf of the Authority, the City or the Trust Administrator shall bind and be for the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 14.06. Execution in Counterparts. This Trust 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.

Section 14.07. Destruction of Canceled Certificate. Whenever in this Trust Agreement provision is made for the surrender to or cancellation by the Trust Administrator and the delivery to the City of any Certificate, the Trust Administrator may, in lieu of such cancellation and delivery, destroy such Certificate and deliver a certificate of such destruction to the City.

Section 14.08. Headings. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Trust Agreement. All references herein to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Trust Agreement; and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section or subdivision hereof.

Section 14.09. Limitation of Rights to Parties and Certificate Owners. Nothing in this Trust Agreement or in the Certificates expressed or implied is intended or shall be construed to give to any person other than the Authority, the City, the Trust Administrator and the Owners of the Certificates, any legal or equitable right, remedy or claim under or in respect of this Trust Agreement or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Authority, the City, the Trust Administrator and the Owners of the Certificates delivered hereunder.

Agenda Item #5.1.

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Section 14.10. Waiver of Notice. Whenever in this Trust Agreement the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 14.11. Payments Due on Other than Business Day. If the date for making any payment as provided in this Trust Agreement is not a Business Day, such payment may be made on the next succeeding Business Day with the same force and effect as if done on the date provided therefore herein.

Section 14.12. Payment of Unclaimed Moneys. Notwithstanding any provisions of this Trust Agreement, any moneys held by the Trust Administrator in trust for the payment of the principal or interest due with respect to any Certificate and remaining unclaimed two years from the date of prepayment of such Certificate, or if the law shall have been changed and a City has notified the Trust Administrator of such change or the Trust Administrator notifies the City, then on the date 30 days prior to the then applicable escheat provision of State law, shall, on such date, be repaid to the City free from the trusts created by this Trust Agreement, and all liability of the Trust Administrator with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the City as aforesaid, the Trust Administrator may (at the cost and request of the City) first mail to the Owners to whom such amounts have not yet been paid, at the addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trust Administrator with respect to the amounts so payable and with respect to the provisions relating to the repayment to the City of the moneys held for the payment thereof. The Trust Administrator shall not be liable for any interest on funds held by it.

The City shall not be liable for any interest on the sums paid to it pursuant to this Section 14.11 and shall not be regarded as a Trust Administrator of such money.

Section 14.13. Separability of Invalid Provisions. If any one or more of the provisions contained in this Trust Agreement or in the Certificates is for any reason held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision of this Trust Agreement, and this Trust Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The parties hereto hereby declare that they would have entered into this Trust Agreement and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the delivery of the Certificates pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses or phrases of this Trust Agreement may be held illegal, invalid or unenforceable.
[Signature page follows]
Agenda Item #5.1.

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IN WITNESS WHEREOF, the parties have executed this Trust Agreement as of the date and year first above written.

ADMINISTRATIVE SERVICES DIRECTOR
OF THE CITY OF ST. HELENA,
as Trust Administrator
By
Administrative Services Director
ST. HELENA FINANCING AUTHORITY
Attest
By By
Secretary Executive Director
CITY OF ST. HELENA
Attest
By By
City Clerk City Manager
Agenda Item #5.1.

Exhibit A

EXHIBIT A

DEFINITIONS
“Authority” means the St. Helena Financing Authority.
“Authority Representative” means the Chairman, Vice Chairman, Executive Director, Treasurer, or any persons authorized to act on behalf of the Authority under or with respect to the Trust Agreement or the Installment Sale Agreement and identified as such to the Trust Administrator in writing.
“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Trust Administrator has its principal trust office are authorized or obligated by law or executive order to be closed. “Certificate Register” means the registration books relating to the Certificate maintained by the Trust Administrator in accordance with Section 2.12 of the Trust Agreement. “Certificates” means the $9,362,000 City of St. Helena Certificates of Participation (2024 Wastewater System Improvement Project), dated the Closing Date, executed and delivered pursuant to the Trust Agreement.
“City” means the City of St. Helena, California.
“City Representative” means the Mayor or Vice Mayor, the City Manager, the Administrative Services Director, the City Clerk, the City Attorney, or any other official of the City authorized by the Council to act for the City.
“Closing Date” means November 15, 2024, the date upon which there is a physical delivery of the Certificate in exchange for the amount representing the purchase price of all or the first advance of a portion of the purchase price of the Certificate by the Original Purchaser. “Council” means the City Council as the legislative body of the City. “Debt Service” means the scheduled amount of interest and sinking fund amounts payable with respect to the Certificates during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning or during such period.
“Defeasance Obligations” means (a) cash, or (b) non-callable Federal Securities. “Delivery Costs” means all items of expense directly or indirectly payable by or reimbursable to the City or the Authority relating to the refinancing and financing of the Project from the proceeds of the Certificate, including but not limited to filing and recording costs, settlement costs, printing costs, reproduction and binding costs, financing discounts, legal fees and charges, financial and other professional consultant fees, costs of rating agencies or credit ratings, fees for execution, transportation and safekeeping of the Certificates, travel expenses and charges and fees in connection with the foregoing.

Agenda Item #5.1.

Exhibit A

“Denomination Amount” means the minimum denomination of the Certificate, which is $1,000.
“Event of Default” means an event of default under Section 7.01 of the Installment Sale Agreement.
“Fair Market Value” means for purposes of valuing the Permitted Investments, the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Tax Code) and, otherwise, the term “fair market value” means the acquisitions price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code,
(ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code,
(iii) the investment is a United States Treasury Security--State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or
(iv) any commingled investment fund in which the City and related parties do not own more than a 10% beneficial interest if the return paid by such fund is without regard to the source of investment.

The Trust Administrator shall have no duty in connection with the determination of Fair Market Value other than to follow the investment directions of a City Representative in any written directions of a City Representative.
“Federal Securities” means direct general obligations (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 principal of and interest on which are guaranteed by, the United States of America.
“Fiscal Year” means any period of 12 consecutive months established by the City as its fiscal year and shall initially mean the period commencing July 1 of one year and ending on June 30 of the following year.
“Government” means the United States of America, acting through the Rural Utilities Service (or successor agency, bureau or division) of the United States Department of Agriculture.
“Gross Revenues” means all gross income and revenue received or receivable by the City from the ownership or operation of the Wastewater System, determined in accordance with Generally Accepted Accounting Principles, including all fees (including connection fees), rates, charges and all amounts paid under any contracts received by or owed to the City in connection Agenda Item #5.1.

Exhibit A

with the operation of the Wastewater System and all proceeds of insurance relating to the Wastewater System and investment income allocable to the Wastewater System and all other income and revenue howsoever derived by the City from the ownership or operation of the Wastewater System or arising from the Wastewater System. “Installment Payment” means any payment required to be paid by the City to the Authority pursuant to Section 3.05 of the Installment Sale Agreement. “Installment Payment Date” means each Interest Payment Date. “Installment Payment Fund” means the fund designated “City of St. Helena Project Installment Payment Fund” established and held by the Trust Administrator pursuant to Article V of the Trust Agreement.
“Installment Sale Agreement” means the Installment Sale Agreement, dated as of the date of this Trust Agreement, by and between the Authority and the City, and any duly authorized and executed amendment or supplement thereto. “Insurance and Condemnation Fund” means the fund by that name established pursuant to Article VII of the Trust Agreement and held by the Trust Administrator. “Interest Payment Date” means April 1 and October 1 of each year, commencing April 1, 2025.
“Interest Rate” means the rate of interest to be paid on the Certificates which is [2.250]% per annum.
“Net Proceeds” means any insurance proceeds or condemnation award paid with respect to the Project, remaining after payment therefrom of all expenses incurred in the collection thereof.
“Net Revenues” means for any period System Revenues less Operation and Maintenance Costs for such period; provided that certain adjustments in the amount of System Net Revenue deemed collected during a Fiscal Year may be made in connection with amounts deposited in the Rate Stabilization Fund as provided in Section 3.08(b) of the Installment Sale Agreement.
“Operation and Maintenance Expenses” means the reasonable and necessary costs paid or incurred by the City for maintaining and operating the Wastewater System, determined in accordance with Generally Accepted Accounting Principles, including all reasonable expenses of management and repair and all other expenses necessary to maintain and preserve the Wastewater System in good repair and working order, and including all administrative costs of the City that are charged directly or apportioned to the operation of the Wastewater System, such as salaries and wages of employees, overhead, taxes (if any) and insurance premiums (including payments required to be paid into any self-insurance funds), and including all other reasonable and necessary costs of the City or charges required to be paid by it to comply with the terms of this Trust Agreement or the Installment Sale Agreement, or of any agreement or of any resolution authorizing the execution of any Parity Obligations, such as compensation, reimbursement and indemnification of the Trust Administrator and the Authority and fees and expenses of independent certified public accountants; but excluding in all cases (i) payment of Parity Obligations and Subordinate Debt, (ii) costs of capital additions, Agenda Item #5.1.

Exhibit A

replacements, betterments, extensions or improvements which under Generally Accepted Accounting Principles are chargeable to a capital account, and (iii) depreciation, replacement and obsolescence charges or reserves therefor and amortization of intangibles. “Original Purchaser” means the Government as the first purchaser of the Certificates upon their delivery by the Trust Administrator on the Closing Date. “Outstanding,” when used as of any particular time with respect to a Certificate, means (subject to the provisions of Section 10.03 of the Trust Agreement) all Certificates theretofore executed and delivered by the Trust Administrator under the Trust Agreement except:
(a) Certificates theretofore canceled by the Trust Administrator or surrendered to the Trust Administrator for cancellation; (b) Certificates for the payment or prepayment of which funds or eligible securities in the necessary amount, including accrued interest thereon, shall have theretofore been deposited with the Trust Administrator (whether upon or prior to the maturity or prepayment date of such Certificate), provided that, if such Certificates are to be redeemed prior to maturity, notice of such prepayment has been given as provided in Section 4.03 of the Trust Agreement or provision satisfactory to the Trust Administrator shall have been made for the giving of such notice; and (c) Certificates in lieu of or in exchange for which other Certificates shall have been executed and delivered by the Trust Administrator pursuant to Section 2.09 of the Trust Agreement.
“Owner” or “Certificate Owner” or “Owner of a Certificate,” or any similar term, means the person or entity in whose name a Certificate is registered. “Parity Obligation Documents” means, collectively, the installment purchase or sale agreement, indenture of trust, trust agreement or other document authorizing the issuance of any Parity Obligation or any securities which evidence Parity Obligation. “Parity Obligation Payments” means the payments scheduled to be paid by the City that are secured by a pledge of Net Revenues on a parity with the Installment Payments as provided herein.
“Parity Obligations” means all obligations of the City authorized and executed by the City other than the Installment Payments, the Parity Obligation Payments under which are secured by a pledge of the Net Revenues on a parity with the Installment Payments entered into or issued under and in accordance with Section 3.09 of the Installment Sale Agreement. As of the date of this Agreement, given the refunding of the 2022 Installment Sale Agreement, Parity Obligations consist of the obligations of the City under (i) the 2005 Installment Purchase Agreement, (ii) the 2012 Installment Purchase Agreement, (iii) the 2023 Installment Sale Agreement, and (iv) the 2024 Installment Sale Agreement. "Permitted Investments" means any of the following which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein, provided that the same are of appropriate maturity and acquired at Fair Market Value and provided, further, that the investments as defined in the then-current version of the City’s investment policy shall control:

Agenda Item #5.1.

Exhibit A

(a) Federal Securities;
(b) bonds, debentures or notes issued by any of the following: Banks for Cooperatives, Federal Land Banks or Federal National Mortgage Association (including participation certificate and Federal Farm Credit Banks Consolidated System Bonds); (c) bonds or obligations of the State of California which are rated “AA” or better by S&P;
(d) interest bearing demand or time deposits (including certificates of deposit) in national banks, state banks, federal savings and loan associations or state chartered savings and loan associations, which have deposits insured by the Federal Deposit Insurance Corporation (the “FDIC”); provided, however, that the portion of such certificates of deposit in excess of the amount insured by the FDIC, if any, shall be with a provider whose short term S&P rating is “A-1+” or better; (e) repurchase agreements with
(i) any institution with long-term debt rated in one of the two highest Rating Categories by S&P;
(ii) with any corporation or other entity that falls under the jurisdiction of the Federal Bankruptcy Code, provided that:
(A) the term of such repurchase agreement is less than one year or due on demand;
(B) the Trust Administrator has possession of the collateral; (C) the market value of the collateral is maintained as follows:
(1) if valued daily and with a remaining maturity of (a) one year or less, at 102%; (b) five years or less, at 105%; (c) ten years or less, at 106%; (d) fifteen years or less, at 108%; and (e) thirty years or less, at 114%;
(2) if valued weekly and with a remaining maturity of
(a) one year or less, at 103%; (b) five years or less, at 111%; (c) ten years or less, at 112%; (d) fifteen years or less, at 114%; and (e) thirty years or less, at 120%;
(3) if valued monthly and with a remaining maturity of
(a) one year or less, at 106%; (b) five years or less, at 118%; (c) ten years or less, at 123%; (d) fifteen years or less, at 128%; and (e) thirty years or less, at 138%; and
(4) if valued quarterly and with a remaining maturity of (a) one year or less, at 107%; (b) five years or less, at 120%; (c) ten years or less, at 130%; (d) fifteen years or less, at 133%; and (e) thirty years or less, at 140%
Agenda Item #5.1.

Exhibit A

(D) failure to maintain the requisite collateral levels will require the Trust Administrator to liquidate the collateral immediately; (E) the repurchase securities must be obligations of, or fully guaranteed as to principal and interest by, the United States of America; and
(F) the repurchase securities are free and clear of any thirdparty lien or claim; or (iii) with financial institutions insured by the FDIC or any broker-dealer with “retail customers” which falls under the jurisdiction of the Securities Investors Protection Corp. (“SIPC”), provided that
(A) the market value of the collateral is maintained as described in (ii)(C) above;
(B) the Trust Administrator has possession of the collateral; (C) the Trust Administrator has a perfected first priority security interest in the collateral;
(D) the collateral is free and clear of any third party lien or claim and, in the case of a broker-dealer with “retail customers” which falls under the jurisdiction of SIPC, the collateral was not acquired pursuant to a repurchase agreement or a reverse repurchase agreement; (E) the repurchase securities must be obligations of, or fully guaranteed as to principal and interest by, the United States of America; and
(F) failure to maintain the requisite collateral levels will require the Trust Administrator to liquidate the collateral immediately; and (f) money market funds consisting of Federal Securities, which are rated in the highest Rating Category by S&P; and
(g) the Local Agency Investment Fund of the State of California. “Prepayment” means any payment applied towards the prepayment of the Installment Payments, in whole or in part, pursuant to Article X of the Installment Sale Agreement. “Principal Amount” means the aggregate principal amount with respect to the Certificates, being $9,362,000.
“Principal Trust Office” means the office of the Trust Administrator at the offices of the City in St. Helena, California, or at such other address designated by the Trust Administrator by written notice filed with the City and the Authority.

Agenda Item #5.1.

Exhibit A

“Proceeds” when used with reference to the Certificate, means the face amount of the Certificate, plus accrued interest and premium, if any, less original issue discount, if any. “Project” means the improvements to the Wastewater System described in Exhibit A to the Installment Sale Agreement.
“Project Costs” means the costs of the acquisition, construction, rehabilitation, equipping, improvement or financing of improvements to, or part of, the Wastewater System constituting the Project, including the payment or prepayment of the 2024 Installment Payments. “Project Fund” means the fund of that name established pursuant to Article III of the Trust Agreement and held by the Trust Administrator.
“Rate Stabilization Fund” means any fund established and held by the City as a fund for the stabilization of rates and charges imposed by the City with respect to the Wastewater System, which fund is established, held and maintained in accordance with Section 3.08 of the Installment Sale Agreement.
“Rating Category” means, with respect to any Permitted Investment, one or more of the generic categories of rating by S&P applicable to such Permitted Investment, without regard to any refinement or gradation of such rating category by a plus or minus sign. “Regular Record Date” means the close of business on the 15th day of the month preceding each Interest Payment Date, whether or not such 15th day is a Business Day. “Reserve Fund” means the fund of that name established under Article VI of the Trust Agreement and held by the Trust Administrator.
“Reserve Requirement” has the meaning set forth in the Installment Sale Agreement. “S&P” means S&P Global Ratings, or its successors.
“State” means the State of California.
“Subordinate Debt” means indebtedness or other obligations (including leases and installment sale agreements) hereafter issued or incurred and secured by a pledge of and lien on Net Revenues subordinate to the Installment Payments. “Tax Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced in the Installment Sale Agreement or the Trust Agreement) as it may be amended to apply to obligations issued on the Closing Date, together with applicable temporary and final regulations promulgated under the Tax Code. “Term of the Installment Sale Agreement” means the time during which the Installment Sale Agreement is in effect which begins on the Closing Date and ends on the payment of the final Installment Payment, unless sooner terminated pursuant to the terms of the Installment Sale Agreement.
“Treasurer” means the person who is the City’s Administrative Services Director or deputy or assistant thereto as the chief financial officer of the City.

Agenda Item #5.1.

Exhibit A

“Trust Administrator” means the Treasurer, or any successor thereto, acting as Trust Administrator pursuant to the Trust Agreement.
“Trust Agreement” means this Trust Agreement, dated as of November 15, 2024, by and among the Trust Administrator, the Authority and the City, together with any amendments or supplements thereto permitted to be made thereunder. “2005 Installment Purchase Agreement” means the Installment Purchase Agreement, dated as of July 1, 2005 by and between the City and the California Statewide Communities Development Authority, as amended or supplemented from time to time, which supports payment on the California Statewide Communities Development Authority Water and Wastewater Revenue Bonds (Pooled Financing Program), Series 2005B. “2012 Installment Purchase Agreement” means the Installment Purchase Agreement, dated as of June 1, 2012 by and between the City and the California Statewide Communities Development Authority, as amended or supplemented from time to time, which supports payment on the California Statewide Communities Development Authority Water and Wastewater Revenue Bonds, Series 2012B.
“2022 Installment Sale Agreement” means the Installment Sale Agreement, dated March 1, 2022 by and between the City and the Authority, as amended or supplemented from time to time, certain of which obligations thereunder have been assigned by the Authority to the Bank of the West, as assignee.
“2023 Installment Sale Agreement” means the Installment Sale Agreement, dated December 19, 2023 by and between the City and the Authority, as amended or supplemented from time to time, certain of which obligations thereunder have been assigned by the Authority to JPMorgan Chase Bank, N.A., as assignee.
“Wastewater System” means the facilities and property for the collection, transportation and treatment of wastewater for customers within the service area of the City, including but not limited to all facilities, properties, lands, rights, entitlements and other property useful in connection therewith, together with all extensions thereof and improvements thereto at any time acquired, constructed or installed by the City.
“Written Certificate” of the City means a written certificate signed in the name of the City by a City Representative as contemplated by and containing the elements required by Section 1.03 of the Trust Agreement and Section 1.03 of the Installment Sale Agreement.

Agenda Item #5.1.

Exhibit A

EXHIBIT B

FORM OF CERTIFICATE OF PARTICIPATION
No. R-1 ***$________***

CERTIFICATES OF PARTICIPATION
(2024 Wastewater System Improvements Project)
Evidencing the Direct, Undivided Fractional Interests of the Owner Thereof in Installment Payments to be Made by the
CITY OF ST. HELENA
As the Purchase Price for Certain Property Pursuant
to an Installment Sale Agreement with the
ST. HELENA FINANCING AUTHORITY
RATE OF INTEREST: DATED DATE:
[2.250]% November 15, 2024
REGISTERED OWNER: UNITED STATES OF AMERICA, ACTING THROUGH RURAL

UTILITIES SERVICE, UNITED STATES DEPARTMENT OF

AGRICULTURE
PRINCIPAL AMOUNT: ***NINE MILLION THREE HUNDRED SIXTY-TWO THOUSAND DOLLARS AND NO CENTS***
THIS IS TO CERTIFY THAT the Registered Owner identified above, or registered assigns, as the registered owner (the “Registered Owner”) of this Certificate of Participation (the “Certificate”) is the owner of a direct, undivided fractional interest in installment payments (the “Installment Payments”) payable under the Installment Sale Agreement dated as of November 15, 2024 (the “Installment Sale Agreement”) by and between the ST. HELENA FINANCING AUTHORITY (the “Authority”), a joint exercise of powers authority duly organized and existing under the laws of the State of California, and the CITY OF ST. HELENA, a municipal corporation and general law city, organized and existing under the laws of the State of California (the “City”). The Installment Payments and certain other rights and interests under the Installment Sale Agreement have been assigned to the Administrative Services Director of the City, as trust administrator (the “Trust Administrator”), having an office in the location described in the Trust Agreement referred to below.

The Registered Owner of this Certificate is entitled to receive, subject to the terms of the Installment Sale Agreement, on the Maturity Dates identified below, or any earlier prepayment date, the principal amounts identified below representing a direct, undivided fractional share of the portion of the Installment Payments designated as principal as follows:

Maturity Bond Total Interest
Date Numbers Principal Rate
Agenda Item #5.1.

Exhibit B

and to receive on April 1, 2025, and semiannually thereafter on October 1 and April 1 of each year (each an “Interest Payment Date”) until payment in full of said principal the Registered Owner's direct, undivided fractional share of the Installment Payments designated as interest coming due during the interest period immediately preceding each of the Interest Payment Dates. Interest represented hereby shall be payable at the above stated Rate of Interest from the Interest Payment Date next preceding the date of execution of this Certificate unless (a) this Certificate is authenticated after the close of business on the 15th day of the month immediately preceding an Interest Payment Date (a “Record Date”) and on or before such Interest Payment Date, in which event interest shall be payable from such Interest Payment Date, or (b) unless this Certificate is authenticated on or before the first Interest Payment Date, in which event interest shall be payable from the Dated Date identified above. The Registered Owner's share of the portion of the Installment Payments designated as interest is the result of the multiplication of the share of the portion of the Installment Payments designated as principal as shown and endorsed on the attached Certificate of Advances of Payment from the United States of America, by the Rate of Interest per annum identified above. Principal represented hereby is payable in lawful money of the United States of America upon surrender hereof at the Office of the Trust Administrator, and interest represented hereby is payable by check or draft mailed by first class mail by the Trust Administrator on each Interest Payment Date to the Registered Owner at such Owner's address as it appears on the registration books of the Trust Administrator as of the preceding Record Date. Interest shall be calculated on the basis of a year of 365 days and actual days elapsed. Each semiannual payment of interest shall be in the amount of one‑half of the annual amount of interest due. Unless otherwise requested by the registered owner, principal installments and interest hereon are payable by the Pre‑Authorized Debit (PAD) payment process.

This single Certificate is issued in lieu of and represents the Certificates abovementioned, all of like date, tenor and effect, but differing in amounts and maturities.

This Certificate is executed and delivered by the Trust Administrator pursuant to the terms of a Trust Agreement by and among the Trust Administrator, the Authority and the City, dated as of November 15, 2024 (the “Trust Agreement”). The City has certified that it is authorized to enter into the Installment Sale Agreement and the Trust Agreement under the laws of the State of California, for the purpose of paying and reimbursing the payment of the costs of certain public capital improvements. Reference is hereby made to the Installment Sale Agreement and the Trust Agreement (copies of which are on file at the Office of the Trust Administrator) for a description of the terms on which the Certificates are delivered, the rights thereunder of the owners of the Certificates, the rights, duties and immunities of the Trust Administrator and the rights and obligations of the City under the Installment Sale Agreement, to all of the provisions of the Installment Sale Agreement and the Trust Agreement the Registered Owner of this Certificate, by acceptance hereof, assents and agrees.

The City is obligated under the Installment Sale Agreement to pay the Installment Payments from Net Revenues (as such term is defined in the Trust Agreement). The obligation of the City to pay the Installment 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. The obligation of the City to pay Installment Payments does not Agenda Item #5.1.

Exhibit B

constitute a debt of the City, the State of California or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction.

The Certificate is subject to prepayment in whole on any date and in part on any Interest Payment Date from the (i) Net Proceeds of any insurance or condemnation award and (ii) Unexpended Proceeds, which are, in either case deposited in the Installment Payment Fund and credited towards the prepayment made by the City pursuant to the Installment Sale Agreement, at a prepayment price equal to the principal amount thereof, together with accrued interest to the date fixed for prepayment, without premium.

The Certificate is subject to prepayment in whole or in part on any date, at a prepayment price equal to the principal amount thereof, together with accrued interest to the date fixed for prepayment, without premium, from the proceeds of optional prepayments made by the City pursuant to the Installment Sale Agreement. Prepayments of scheduled installments, or any portion thereof, may be made at any time at the option of the City. Refunds, extra payments and loan proceeds obtained from outside sources for the purpose of paying down the City debt shall, after payment of interest, be applied to the installments last to become due under this Certificate and shall not affect the obligation of the City to pay the remaining installments as scheduled in the security instruments.

As provided in the Trust Agreement, notice of prepayment shall be mailed by the Trust Administrator by first class mail, postage prepaid, not less than 30 nor more than 60 days before the prepayment date, to the Registered Owner of the Certificate, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for prepayment or the cessation of accrual of interest represented thereby. If this Certificate is called for prepayment and payment is duly provided herefor as specified in the Trust Agreement, interest represented hereby shall cease to accrue from and after the date fixed for prepayment.

This Certificate is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Office of the Trust Administrator, but only in the manner, subject to the limitations and upon payment of the charges, if any, provided in the Trust Agreement and upon surrender and cancellation of this Certificate. Upon such transfer a new Certificate or Certificates, of authorized denomination or denominations, representing the same aggregate principal amount and representing the same rate of interest and maturity date, will be delivered to the transferee in exchange herefor. The City, the Authority and the Trust Administrator may treat the Registered Owner hereof as the absolute owner hereof for all purposes, whether or not this Certificate shall be overdue, and the City, the Authority and the Trust Administrator shall not be affected by any notice to the contrary.

To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement may be amended by the parties thereto with the written consent of the owners of a majority in aggregate principal amount of the Certificates then outstanding, and may be amended without such consent under certain circumstances; provided that no such amendment shall extend the fixed maturity of any Certificate or reduce the interest or principal represented thereby, without the express consent of the owner of such Certificate.

The Trust Administrator has no obligation or liability to the registered owners of the Certificates to make payments of principal, or interest with respect to the Certificates except from amounts on deposit for such purposes with the Trust Administrator. The Trust Administrator’s sole obligations are to administer for the benefit of the registered owners of the Agenda Item #5.1.

Exhibit B

Certificates the various funds and accounts established under the Trust Agreement and to perform the other duties expressly imposed upon it under the Trust Agreement.

The City has certified, recited and declared that all things, conditions and acts required by the laws of the State of California, the Installment Sale Agreement and the Trust Agreement to exist, to have happened and to have been performed precedent to and in the delivery of the Certificates, do exist, have happened and have been performed in due time, form and manner as required by law.

This Certificate is given as evidence of a loan to the City made by the United States of America, acting through Rural Utilities Service, United States Department of Agriculture, pursuant to the Consolidated Farm and Rural Development Act, and shall be subject to the present regulations of the Rural Utilities Service or any successor agency thereto and to its future regulations not inconsistent with the express provisions hereof.

IN WITNESS WHEREOF, this Certificate has been executed and delivered by the Trust Administrator, acting pursuant to the Trust Agreement.

Executed as of the Dated Date first written above.

ADMINISTRATIVE SERVICES DIRECTOR OF
THE CITY OF ST. HELENA, as TRUST

ADMINISTRATOR
By:

Mandy Kellogg
Administrative Services Director
Agenda Item #5.1.

Exhibit B

FORM OF ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within registered Certificate and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the registration books of the Trust Administrator with full power of substitution in the premises.

Dated:

Signature Guaranteed:

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

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

Agenda Item #5.1.

Exhibit B

Certificate of Advances of Payment from United States of America, acting through Rural Utilities Service, United States Department of Agriculture
The following advances have been paid to and received by the City in the amount and on the date(s) set forth below, as evidenced by the Trust Administrator’s signature set forth below, as evidenced by said Trust Administrator’s signature set forth opposite “Date of Advance” and “Amount of Advance.”
Signature of The
Date of Advance Amount of Advance Trust Administrator
_______________ $___________
_______________ $___________
_______________ $___________
_______________ $___________
_______________ $___________
_______________ $___________
_______________ $___________
_______________ $___________
_______________ $___________
Total principal sum of the within Certificate advanced as of _______________, 20__ is $___________.

Record of Prepayment in Advance of Maturity
of Certificates Represented by this Certificate
The Record of prepayment in advance of maturity on the registered Certificate shall be substantially as follows:

Amount Date
__________________ ___________________
__________________ ___________________
__________________ ___________________
Agenda Item #5.1.

Exhibit C

EXHIBIT C
$__________

CERTIFICATES OF PARTICIPATION
(2024 Wastewater System Improvements Project)
Evidencing the Direct, Undivided Fractional Interests of the Owner Thereof in Installment Payments to be Made by the
CITY OF ST. HELENA
As the Purchase Price for Certain Property Pursuant
to an Installment Sale Agreement with the
ST. HELENA FINANCING AUTHORITY
WRITTEN REQUISITION NO. __ FOR

DISBURSEMENT FROM PROJECT FUND
The undersigned hereby states and certifies that:

1. the undersigned is the duly appointed, qualified and acting ______________of the City of St. Helena, a municipal corporation organized and existing under the laws of the State of California (the “City”), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same;

2. the undersigned is a duly designated “City Representative”, as such term is defined in that certain Trust Agreement, dated as of November 15, 2024 (the “Trust Agreement”), by and among the Administrative Services Director of the City of St. Helena, as trust administrator (the “Trust Administrator”), St. Helena Financing Authority (the “Authority”) and the City;

3. Under Section 3.02 or Section 3.03 of the Trust Agreement, the Trust Administrator is hereby requested to disburse this date, from the Project Fund established under the Trust Agreement, to the payees set forth on Attachment I attached hereto and by this reference incorporated herein, at the addresses identified thereon, the amount set forth opposite such payee for payment of Project Costs or Delivery Costs, as applicable.

4. The amounts to be disbursed constitute Project Costs or Delivery Costs, as applicable; those amounts are required to be disbursed pursuant to a contract entered into therefor by or on behalf of the Authority or the City, or were necessarily and reasonably incurred; and said amounts are not being paid in advance of the time, if any, fixed for payment.

5. No amount set forth in this requisition was included in any requisition requesting disbursement previously filed with the Trust Administrator pursuant to Section 3.02 or Section

3.03 of the Trust Agreement.

6. Insofar as this requisition relates to payment for work, materials, equipment or supplies, such work was actually performed, or such materials, equipment or supplies were actually installed in furtherance of the construction of the Project or delivered to the appropriate site for such purpose, or delivered for storage or fabrication at a place approved by the City.

Agenda Item #5.1.

Exhibit C

7. If this requisition relates to payment to a contractor, no liens have been imposed on the Project as a result of said construction except liens that have not yet ripened or that would attach by operation of law.

8. any capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Trust Agreement.

Dated: ___________, 20__
CITY OF ST. HELENA
By:
__________________________________
Name: __________
Title: ____________
Agenda Item #5.1.

Exhibit C
Attachment I

ATTACHMENT I
Payee Name and Address Purpose of Obligation Amount
Agenda Item #5.1.

MINUTES
City of St. Helena
Regular City Council Meeting
Tuesday, October 8, 2024 @ 6:00 PM
Vintage Hall Board Room - Second Floor
465 Main Street, St. Helena
A complete video recording of this meeting, except for closed session, can be found at https://sthelena.civicweb.net/Portal/ or by calling the City Clerk at (707) 968-2742. The City Council video is the official record of the Council meeting.

Present: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau, Council Member Patrick Kenealy, and Council Member Billy Summers

Absent:

1. CALL TO ORDER

2. ROLL CALL

3. PLEDGE OF ALLEGIANCE

4. ADOPTION OF THE AGENDA
Xinia Gamero, Planning Technician, served as clerk in the absence of City Clerk Tzafopoulos. She provided information that item 13.2 would be addressed following item 9.1 under Staff Briefing. Additionally, item 13.1 is scheduled at a time certain of 7:00 p.m.

5. APPROVAL OF MINUTES

5.1 Consideration and proposed approval of Regular Meeting Minutes of September 24, 2024.

Vice Mayor Eric Hall moved to approve the Regular Meeting Minutes of September 24, 2024. The motion was seconded by Council Member Anna Chouteau and on roll call carried by the following vote:

AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau, Council Member Patrick Kenealy, and Council Member Billy Summers
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None

6. PUBLIC FORUM:

Agenda Item #7.1.

Regular City Council
October 8, 2024
No public comment was received.

7. REPORTS BY STAFF AND CITY COUNCIL, FUTURE AGENDA ITEMS, and AB 1234 REPORTS:

Project Manager, Andrew Bradley reported on upcoming events in the City.

City Manager, Ethan Walsh noted there was no reportable action from the special Closed Session City Council meeting of October 8.

8. PRESENTATIONS AND PUBLIC RECOGNITIONS

9. STAFF BRIEFING

9.1 Presentation of SMART water meter operation in preparation for project implementation by Joseph Leach, Public Works Director and Lesley Milton, Asst. Public Works Director
Assistant Public Works Director, Lesley Milton made presentation on the SMART water meter operation.

10. CONSENT ITEMS
Members of the Council or the public may ask that any items be considered individually for purposes of considering alternative action, for extended discussion, or for public comment. Unless that is done, one motion may be used to adopt all recommended actions. (Roll Call Vote)

10.1 Consideration and acceptance of a Public Utility Easement Deed between the City of St. Helena and 1804 Main LLC.

CEQA Determination: Not a CEQA project
Prepared By: Rebecca White, Administrative Assistant
Recommendation:

Staff recommends City Council approve the attached Resolution and accept the Public Utility Easement Deed between 1804 Main LLC and the City of St.

Helena.

10.2 Second reading to adopt ordinance amending Section 15.36.050(A)(3) of the St. Helena Municipal Code to allow for certain traffic calming measures, including speed cushions under the approval of the Fire Chief.

CEQA Determination: Not a CEQA project
Prepared By: Jose Calderon, Engineering Technician II
Recommendation:

City Council waive the second reading of the Ordinance to amend section

15.36.050(A)(3) of the St. Helena Municipal Code and adopt.

10.3 This item was pulled.

Agenda Item #7.1.

Regular City Council
October 8, 2024
Consideration and Proposed Approval of (1) A Resolution Establishing a Water Filtration Device Rebate Program and (2) Appropriating Use of Water Enterprise Fund Balance of $50,000.

10.4 This item was pulled.

Consideration and adoption of a Resolution (1) acknowledging the establishment of Capital Improvement Program Project W25-03 and budget of $282,000 as adopted by Council at the 9/24/24 meeting to develop a water management plan; 2) Authorizing the City Manager to execute a Professional Services Agreement with Luhdorff & Scalmanini (L&S) for the Assessment of Water Supply Strategies for an amount of $45,500, along with a 9.67% contingency, for a total not-to-exceed amount of $49,901; and (3) Authorizing the City Manager to execute a Professional Services Agreement with West Yost for the development of a Water Management Plan for an amount of $211,628, along with a 9.67% contingency, for a total not-to-exceed amount of $232,099.

Council Member Anna Chouteau moved to approve items 10.1 and 10.2 on consent. The motion was seconded by Council Member Patrick Kenealy and on roll call carried by the following vote:

AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau, Council Member Patrick Kenealy, and Council Member Billy Summers
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None

10.3 Consideration and Proposed Approval of (1) A Resolution Establishing a Water Filtration Device Rebate Program and (2) Appropriating Use of Water Enterprise Fund Balance of $50,000.

CEQA Determination: Not a CEQA project
Prepared By: Ian Dale, Environmental Services Tech
Recommendation:

Adopt attached Resolution.

Public Works Director, Joe Leach reported on the item.

No public comment was received.

Vice Mayor Eric Hall moved to approve item 10.3. The motion was seconded by Council Member Anna Chouteau and on roll call carried by the following vote:

Agenda Item #7.1.

Regular City Council
October 8, 2024
AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau, Council Member Patrick Kenealy, and Council Member Billy Summers
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None

10.4 Consideration and adoption of a Resolution (1) acknowledging the establishment of Capital Improvement Program Project W25-03 and budget of $282,000 as adopted by Council at the 9/24/24 meeting to develop a water management plan; 2) Authorizing the City Manager to execute a Professional Services Agreement with Luhdorff & Scalmanini (L&S) for the Assessment of Water Supply Strategies for an amount of $45,500, along with a 9.67% contingency, for a total not-to-exceed amount of $49,901; and (3) Authorizing the City Manager to execute a Professional Services Agreement with West Yost for the development of a Water Management Plan for an amount of $211,628, along with a 9.67% contingency, for a total not-to-exceed amount of $232,099.

CEQA Determination: Not a CEQA project
Prepared By: Rebecca White, Administrative Assistant
Recommendation:

Staff recommends City Council approve the attached resolution.

Director Leach reported on the item.

Public comment was received by Lester Hardy.

Council Member Anna Chouteau moved to approve item 10.4. The motion was seconded by Council Member Billy Summers and on roll call carried by the following vote:

AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau, Council Member Patrick Kenealy, and Council Member Billy Summers
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None
Council took a brief 10 minute recess at 7:50 p.m. and reconvened at 8:00 p.m.

11. PUBLIC HEARINGS
Agenda Item #7.1.

Regular City Council
October 8, 2024

11.1 Review of the City's Affordable Housing In-Lieu Fees and Nonresidential/Commercial Linkage Fee Options and provide guidance to staff regarding the appropriate fees.

CEQA Determination: Not a CEQA project
Prepared By: Mandy Kellogg, Administrative Services Director Recommendation:

Receive direction from City Council on the recommended Affordable Housing Impact fees and Commercial Linkage fees to be adopted via Resolution on October 22, 2024.

Presentation was made on the City's Affordable Housing In-Lieu fees and Nonresidential/Commercial Linkage Fee options by Carlos Villareal and James Edison from Willdan.

Public Comment was received from Terrance McGrath.

Council Member Anna Chouteau moved to provide direction to approve staff's recommendation to move forward with the maximum feasible fees for hotel and commercial properties and 10% of maximum justified for other land uses. The motion was seconded by Mayor Paul Dohring and on roll call carried by the following vote:

AYES: Mayor Paul Dohring, Council Member Anna Chouteau, and Council Member Patrick Kenealy
NOES: Vice Mayor Eric Hall and Council Member Billy Summers ABSENT: None
ABSTAIN: None
RECUSE: None
The adoption of the fees will be brought back to City Council at a subsequent meeting.

Council Member Anna Chouteau moved to approve that hearing be continued to October 22.The motion was seconded by Council Member Patrick Kenealy and on roll call carried by the following vote:

AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau, Council Member Patrick Kenealy, and Council Member Billy Summers
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None

11.2 Discussion of and Direction on the Potential Activities and Projects for Inclusion Agenda Item #7.1.

Regular City Council
October 8, 2024
in the 2024 Community Development Block Grant (CDBG) Applications.

CEQA Determination: Not a CEQA project
Prepared By: Martin Beltran, Senior Management Analyst
Recommendation:

Provide direction on the activities and projects to be considered for funding under the 2024 Community Development Block Grant program.

Senior Management Analyst, Martin Beltran reported on the item.

Public Comment was received by Hector Marroquin.

Council was in favor of the two identified potential projects recommended by staff and approved the final project list be brought back to City Council for approval.

Mayor Dohring called for a motion to extend meeting to 9:30 p.m. Council Member Anna Chouteau moved to continue the meeting until 9:30 p.m. The motion was seconded by Vice Mayor Eric Hall and on roll call carried by the following vote:

AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau, Council Member Patrick Kenealy, and Council Member Billy Summers
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None

12. OLD BUSINESS

13. NEW BUSINESS

13.1 Discussion Regarding Existing and Potential Shared Services with Napa County Agencies, and Presentation from Center for Public Safety Management (CPSM) of the Analysis of Fire and Emergency Medical Services (EMS).

CEQA Determination: Not a CEQA project
Prepared By: Mandy Kellogg, Administrative Services Director Recommendation:

Receive and file.

Item was heard at a time certain of 7:00 p.m.

Administrative Services Director, Mandy Kellogg made presentation along with Mike Iacona from CPSM and City Manager Comelo.

Agenda Item #7.1.

Regular City Council
October 8, 2024
Public comment was received by Chris Warner.

The Council received the presentation. No further action was requested by staff, and the presentation was filed.

13.2 Staff briefing regarding the process to rezone the Noble House Housing site.

CEQA Determination: Not a CEQA project
Prepared By: Ian Dale, Environmental Services Tech
Recommendation:

Receive report and provide feedback.

Community Services Director, Maya DeRosa made presentation on the item.

Public comment was received by Lou Levine and Hector Marroquin The Council discussed the item and recommended that staff await the proponent's decision to submit an application. Upon receipt of the application, staff will work expeditiously with the applicant to provide the community and Council with relevant information and analysis, allowing for Council to make an informed decision.

14. CITY COUNCIL REPORTS:

Mayor Dohring reported on the ATSC meeting.

14.1 A. Association of Bay Area Governments (ABAG) - Executive Board B. Association of Bay Area Governments (ABAG) - General Assembly C. Napa Valley Tourism Corporation (Umbrella for Napa County) D. League of California Cities – North Bay Division
E. Napa County City Selection Committee
F. Napa County Flood Control and Water Conservation District G. Youth Opportunities Commission
H. Napa County Local Agency Formation Commission (LAFCO) I. Napa Valley Transportation Authority (NVTA)
J. Napa County Watershed Information Center & Conservancy (WICC) Agenda Item #7.1.

Regular City Council
October 8, 2024
K. Upper Valley Waste Management Agency
L. Napa County Groundwater Sustainability Plan Advisory Committee M. Napa County Regional Climate Action Committee
N. Council Ad Hoc and Standing Committee Reports

15. ADJOURNMENT
Mayor Dohring adjourned the meeting at 9:23 p.m.

CHALLENGING DECISIONS OF CITY ENTITIES
APPROVED:
______________________________
Paul Jamison Dohring, Mayor
ATTEST:
_________________________
Cindy Tzafopoulos, City Clerk
Agenda Item #7.1.

CITY OF ST. HELENA

PROCLAMATION
National Friends of Libraries Week
October 20 to 26, 2024
WHEREAS, Friends & Foundation, St. Helena Public Library is an independent charity that fundraises and advocates to benefit our treasured municipal library; and WHEREAS, the work of Friends & Foundation facilitates the local, long-standing tradition of loyal private support that ensures enrichment at our thriving library; and WHEREAS, the Board members and staff of Friends & Foundation listen closely to ensure that grants support the library’s goals and needs as defined by professional Librarians and the advisory Library Board: in recent years, grants enabled purchase of a wide variety of print and electronic materials, well-used digital services and subscriptions, public programs and children’s activities from the serious to the whimsical, and paid for staff time that allows for open hours into the evening six days a week; and WHEREAS, Friends & Foundation reminds us that our library offers entertaining, thought-provoking, educational, and growth-sustaining materials and services all year long, to all ages; and
NOW, THEREFORE LET IT BE RESOLVED, that I, Paul Dohring, Mayor of the City of St. Helena, along with the St. Helena City Council, proclaim October 20 to 26, 2024 as Friends of Libraries Week in St. Helena, and urge all residents and library patrons to keep Friends & Foundation busy so they may continue to make our library and community strong.

Dated: October 22, 2024
____________________________
Paul Jamison Dohring, Mayor
City of St. Helena
Agenda Item #10.1.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Finance
DATE: October 22, 2024
FROM: Martin Beltran, Senior Management Analyst
SUBJECT: Quarterly Grant Report for FY 2023-24 Q4 for the reporting period ending June 30, 2024 and FY 2024-25 Q1 for the
reporting period ending September 30, 2024.

RECOMMENDED
ACTION:

Receive and file.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
PURPOSE:

To provide an update on grant activity for FY 2023-24 Q4 for the reporting period ending June 30, 2024 and FY
2024-25 Q1 for the reporting period ending September 30, 2024
FINANCIAL IMPACT: None.

BACKGROUND:

This report covers grant activity for the 4th Quarter of Fiscal Year (FY) 2023-24 and 1st Quarter of the FY 2024-25.

DISCUSSION:

New Awarded Grant Applications in FY 2024 4th Quarter
The City of St. Helena did not receive any new grant awards during FY 2023-24 4th Quarter and FY 2024-25 1st Quarter.

Applications Pending
The City currently has four (4) applications pending.

Agency Project Amount
CalOES - HMGP:

Emergency Backup Power
City Hall and Police
Department Emergency
Backup Power
$452,791
CalOES
FY 2024 State and Local
Cybersecurity Grant
Program (SLCGP)
$227,990
CDBG - Rental
Subsistence Program
Rental assistance for lowto moderate-income
households
$500,000
Agenda Item #12.1.

Agency Project Amount
EPA - Vocational Vehicles
Sub-Program
St. Helena Clean Fleet
Initiative: Zero-Emission
Trucks for a Sustainable
Future
$780,000
CalOES HMGP: City Hall and Police Department Emergency Backup Power - Funding would be used to purchase and install emergency backup power for City Hall and Police Department that would provide sufficient power to an essential City facility both for emergency use and regular operations during power outages. The amount of $452,791 was requested in grant funding and $150,930 is the required City match.

CalOES: State and Local Cybersecurity Grant Program (SLCGP) - An award of SLCGP funding will enable St. Helena to implement cybersecurity solutions that provide data protection, backup, and disaster recovery to enhance the City’s resilience to cyberattacks. Implementation of data management software will ensure automatic backups, capturing data and transferring it to a secure hardened object storage appliance. The appliance will provide immutability with a scalable, secure on-premises ransomware-proof data backup. It also yields seamless on-premises-to-cloud data copy in Veeam Cloud Connect format, providing protected long-term data retention and enhancing the City’s ability to recover from cyberattacks.

CDBG: Public Services - Rental Subsistence Program - The City would partner would UpValley Family Centers to identify low- to moderate-income households that are in need of rental assistance.

EPA: Vocational Vehicles Sub-Program - St. Helena's Zero-Emission Vehicle Initiative transitions to a sustainable fleet to enhance air quality and community health in Napa County. Funding would be used to replace three diesel heavy-duty trucks with zero-emission alternatives.

Active Grants
The active grants are grant awards with signed agreements. The chart in Attachment 1 identifies the grant award, required match, and percent expended. Staff is currently managing approximately $5.8 million in active grant funds.

Non-Profit Grant Funding
FY 2023/24
The FY 2023/24 grant application period closed on February 24, 2023. City staff received 22 applications for a total of $239,317 in funding requests. The Council working group, consisting of Mayor Dohring and Vice Mayor Hall, met on March 24, 2023, to review the applications and made funding recommendations. Funding Agenda Item #12.1.

recommendations were presented to City Council at the budget workshop meeting on May 23, 2023.

A total of 19 non-profit grant applications were approved for the FY 2023/24 grant period for a total of $140,000. The chart in Attachment 2 identifies the grant type, grantee, project description, award amount, and percent expended as of September 30, 2024.

FY 2024/25
The FY 2024/25 grant application period closed on February 23, 2024. The City received 25 applications with a total of $292,339 in funding requests. The City Council working group, consisting of Mayor Dohring and Vice Mayor Hall, met to review applications with City staff to make recommendations for FY 2024-25 non-profit funding.

The City received a large response to the program with cumulative funding requests exceeding the program budget by $172,339. Funding recommendations were presented to City Council on May 14, 2024.

A total of 19 non-profit grant applications were approved for the FY 2024/25 grant period for a total of $120,000. The chart in Attachment 3 identifies the grant type, grantee, project description, and award amount.

The City also previously approved three-year Non-Profit Funding Agreements for the Boys & Girls Club, Rianda House, and Up Valley Family Centers in the amount of $30,000 for each organization for a total of $90,000 annually. Those funding agreements expire on June 30, 2025, and funding levels will be reevaluated during the FY 2025-26 and FY 2026-27 Biennial Budget process.

ENVIRONMENTAL REVIEW: None.

GOAL:

Goal 1: Strengthen Financial Sustainability
DOCUMENTS ATTACHMENTS:

Attachment 1: Grant Activity 4th Qtr FY24 and 1st Qtr FY 2025 Attachment 2: FY 2023-24 Non-Profit Grant Activity 4th Quarter Attachment 3: FY 2024-25 Non-Profit Grant Awards
Agenda Item #12.1.

Active Grants
Grant Project Award
Amount
Additional
Project
Funding
% Grant
Funds
Expended
Notes
Bulletproof Vest
Partnership
Purchase of 4 Bulletproof
Vests
$2,956 98.0% 2 new bulletproof vests have
been purchased for new hires.

California
Department of
Forestry and Fire
Protection -
Volunteer Fire
Capacity (VFC)
Program
Cost-share funds awarded to
provide assistance to rural
areas in upgrading their
capability to organize, train,
and equip local forces for fire
protection.
$17,555 - 87.0% Grant agreement authorized
during 11/14/2023 City Council
meeting. Procurement of hose
and radios for new Engine 17
using grant funds.

CalOES - HMGP
Defensible
Space/Fuel
Management
Phase I - Defensible Space
and Hazardous Fuels
Reduction
$122,250 - 65.0% Staff and Consultant completed
the tasks outlined in Phase I.

The deliverables were
submitted to FEMA on 6/16/23
for review and approval.

Awaiting authorization to
proceed to Phase II of the
project.

CalOES - HMGP:

Emergency Backup
Power
City Corporation Yard and
Crinella Pump Station
$302,931 $100,977 46.2% After an approved budget
amendment the revised project
cost is $403,908 and City's 25%
non-Federal share is $100,977.

Generator equipment has been
ordered for both locations.

CalOES - HMGP:

Wastewater
Treatment Plant
Backup Power
Wastewater Treatment Plant
Emergency Backup Power
$1,361,326 $454,064 43.3% The City submitted a 2nd
budget amendment request for
additional funding. The 2nd
amendment was approved by
CalOES and sent to FEMA for
approval. The revised project
cost is $1,815,390 and City's
25% non-Federal share is
$454,064.

CDBG-CV2 & 3 -
Childcare
Scholarship Program
Provide childcare scholarships
to income qualified families.
$0 - 0.0% An amendment was approved
to reallocate funds from the
Child Care Scholarship
Program to the Utility
Assistance Program.

CDBG-CV2 & 3 -
Utility Assistance
Program
Provide utility assistance to St.

Helena Residents.
$271,053 - 55.0% HCD approved a Revision to
extend the assistance to up to
six months and increase the
maximum dollar amount to
$3,000 per eligible household.

Staff submitted a time only
extension to extend the grant
deadline until March 30, 2025.

CDBG - Economic
Development
Business Assistance Program $500,000 - 70.0% Two business loans have been awarded.A new loan application
was received in June 2024.

Staff and Consultant had
multiple communications with
potential borrower regarding
use of funds, projections, and
program requirements.