Agenda packet — City Council and Concurrent Authorities, July 26, 2022 (part 3 of 10)

11/14/2019 https://r2cow.biddingo.com/bidding/434947

ATTACHMENT A

Basic Settings
Publish Option Value Range for this
Solicitation
10,000,001 over
Selected Categories
Office Supplies
Furniture/ Other Specialty Wares
Furniture- Desks, Chairs, Tables, Sofas, Beds, System Furniture, Hair Salon Chairs, Etc. Cubicles/room dividers, Filing cabinets, offsite media storage, Upholstery, Furniture Repair etc Solicitation Overview
Sourcewell
Industrial and Workplace Storage Systems with Related Accessories 010920
Closing Date: 01/09/2020 04:30:00 PM CTDetail:

Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Industrial and Workplace Storage Systems with Related Accessories to result in a contracting solution for use by its members. Sourcewell members include thousands of governmental, higher education, K-12 education, not-for-profit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov (https://proportal.sourcewell-mn.gov/)]. Only proposals submitted through the Sourcewell Procurement Portal will be considered.

Proposals are due no later than January 09, 2020 at 4:30 p.m. Central Time, and late proposals will not be considered.  Home (/dashboard)  List of Bidding (/bidding/list)  Solicitation Details

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ATTACHMENT A
© Copyright 2019 R2CoW. All Rights Reserved. Powered by (http://www.biddingo.com/) [ User Manuals / Support ] (/contactUs)

 Additional RecipientsOnce the posting is approved, an e-mail will be sent to the following recipient(s).  Email Address
[email protected]
 Home (/dashboard)  List of Bidding (/bidding/list)  Solicitation Details

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11/14/2019 https://r2cow.biddingo.com/bidding/434947

ATTACHMENT A

ATTACHMENT A
Notice
Basic Information
Details
Dates
Contact Information
Pre-Bidding Events
Bid Submission Process
Estimated Contract Value (CAD) $120,000,000.00 (Not shown to suppliers) Reference Number 0000164337
Issuing Organization Sourcewell
Owner Organization
Solicitation Type RFP - Request for Proposal (Formal)
Solicitation Number 010920
Title Industrial and Workplace Storage Systems with Related Accessories Source ID PP.CO.USA.868485.C88455
Location All of Canada, All of Canada
Purchase Type Term: 2020/03/02 01:00:00 AM EST - 2024/03/01 01:00:00 AM EST Description Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Industrial and Workplace Storage Systems with Related Accessories to result in a contracting solution for use by its members. Sourcewell members include thousands of governmental, higher education, K-12 education, not-for-profit, tribal government, and other public agencies located in the United States and Canada. Only proposals submitted through the Sourcewell Procurement Portal will be considered.

Proposals are due no later than January 09, 2020 at 4:30 p.m. Central Time, and late proposals will not be considered.

Publication 2019/11/14 09:22:05 AM EST
Question Acceptance Deadline 2020/01/02 05:30:00 PM EST Questions are submitted online No
Bid Intent Not Available
Closing Date 2020/01/09 05:30:00 PM EST
Prebid Conference 2019/12/04 11:00:00 AM EST
Procurement Department
218-894-1930
[email protected]
Event Type Prebid Conference
Attendance Recommended
Event date 2019/12/04 11:00:00 AM EST
Location WebEx Conference
Event Note Login information will be emailed two days prior.

Bid Submission Type Electronic Bid Submission
Pricing In attached document
Pricing In attached document
Bid Documents List
Item Name Description Mandatory
Bid Documents Documents defining the proposal Yes
010920 - Industrial and Workplace Storage Systems with R... 2019/11/14 09:22:22 AM EST Page 1 of 3

ATTACHMENT A
Documents
Documents
Document Size Uploaded Date Language
How to Obtain RFP documents [docx] 140 Kb 2019/11/14 09:19:26 AM EST English 010920 - Industrial and Workplace Storage Systems with R... 2019/11/14 09:22:22 AM EST Page 2 of 3

ATTACHMENT A
Categories
Selected Categories
GSIN Categories (7)
G Goods
Goods
N71 Furniture
Furniture
N7125B CABINETS, STORAGE

CABINETS, STORAGE
N7125A BINS, STORAGE (DND SPECIFICATIONS)

BINS, STORAGE (DND SPECIFICATIONS)
N7125BB CABINETS, STORAGE, GENERAL PURPOSE

CABINETS, STORAGE, GENERAL PURPOSE
N7125H RACK, STORAGE

RACK, STORAGE
N71 Furniture
Furniture
N7100 FURNITURE
Furniture
N7125F LOCKER/CABINET, STORAGE, COIN OPERATED

LOCKER/CABINET, STORAGE, COIN OPERATED
MERX Category (1)
G Goods
Goods
G17 Furniture
Furniture
UNSPSC Category (1)
24000000 Material Handling and Conditioning and Storage Machinery and their Accessories and Supplies 24100000 Material handling machinery and equipment
24102000 Shelving and storage
010920 - Industrial and Workplace Storage Systems with R... 2019/11/14 09:22:22 AM EST Page 3 of 3

ATTACHMENT A
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RI

ATTACHMENT A
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ATTACHMENT A
Chat Help Logout
Bid type
RFP Please select the type of the Bid. The field can autocomplete the available Bid Types.

Bid #
010920
Start date (US/Central) Date Nov 14, 2019 Time ᄖ Auto Release End date (US/Central) Date Jan 09, 2020 Time 4:30pm
Title
Industrial and Workplace Storage Systems with Related Accessories Description
Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Industrial and Workplace Storage Systems with Related Accessories to result in a contracting solution for use by its members. Sourcewell members include thousands of governmental, higher education, K-12 education, not-for-profit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are Home New Bid Closed Bids My Stuff Tools
RFI
New Basic Bid
Bid Information
Paragraph Font Size

Page 1 of 4 ends

11/14/2019 https://www.publicpurchase.com/gems/bid/edit/draft?bidId=121170&new=true&typeView=&templateId=16461

ATTACHMENT A
Classification Codes [Add Classifications]
Restrict Access to Bid
Restrict access By default all bids are available to all vendors.

There are times however, when it is required or helpful to restrict access to the bid, so only explicitly invited vendors will access them even if those vendors do not have the bid classification(s) selected. [More about Restricted Access ]
Use Public Purchase for publishing Award Details Checking the box to the left will allow you to enter vendor responses after the bid has closed. You can then complete bid awarding online including the selections of bid winner(s) and publishing bid results.

Contacts [Add Contact]
Main Release Prequalification
Request
Question
Posted
Bid
Closed
Chris Robinson ᄖ ᄖ ᄖ ᄖ
Carol Jackson ᄖ ᄖ ᄖ ᄖ
You can select one main contact for each bid and any number of additional contacts. The main contact will be listed on the bid view page. You can also add notifications for each contact. In order to change the main contact, please add the new user and select him or her as the main contact. Note that changes to the bid's contacts will not generate any addendum and will be available immediately to the Vendors if this Bid is released.

Notify Vendors Of Bid Release
Registered with the agency matching the classification code(s) of the bid
Registered with the agency matching the classification code(s) of the bid within miles of zip code
National vendor database and vendors registered with the agency matching the classification code(s) of the bid
When the bid is released the system will notify vendors about the release to pre-qualified and invited vendors by default and to the vendors according to your selection.These options will not apply to private bids.

Delivery Information

Page 2 of 4 ends

11/14/2019 https://www.publicpurchase.com/gems/bid/edit/draft?bidId=121170&new=true&typeView=&templateId=16461

ATTACHMENT A
Delivery Details
Conference Date Date Dec 04, 2019 Time 10:00am
Location
WebEx Conference
Notes
Pre-Proposal login information will be emailed two days prior.

Delete
Pre-Bid Conference Delete
Format Font SizeFormat Font Size

Page 3 of 4 ends

11/14/2019 https://www.publicpurchase.com/gems/bid/edit/draft?bidId=121170&new=true&typeView=&templateId=16461

ATTACHMENT A
Attendance required
Vendor attendance is required
Attachments
Documents
Add uploaded document to library - OR - Add Document from Library Save Discard Changes
Customer Support: [email protected] | Copyright 1999-2019 © | The Public Group, LLC. All rights reserved.

Upload Pre-Bid Conference File
File name
Mandatory
Acceptance/Response
It is easy to rearrange documents! Just drag the documents to order them the way you want.

Upload Bid File

Page 4 of 4 ends

11/14/2019 https://www.publicpurchase.com/gems/bid/edit/draft?bidId=121170&new=true&typeView=&templateId=16461

ATTACHMENT A
Opportunity Notice
Industrial and Workplace Storage
Systems with Related Accessories
Opportunity Information
Organization: Rural Municipalities of Alberta
Organization Address:

Reference Number: AB-2019-06173
Solicitation Number: AB-2019-06173
Solicitation Type: Request for Proposal
Posting (MM/dd/yyyy): 11/14/2019
11:30:00 AM Alberta Time
Closing (MM/dd/yyyy): 01/09/2020
03:30:59 PM Alberta Time
Last Update (MM/dd/yyyy): 11/14/2019
11:13:04 AM Alberta Time
Agreement Type: NWPTA/TILMA & CFTA & CETA
Region of Opportunity: Open
Region of Delivery: Alberta
Opportunity Type: Open & Competitive
Commodity Codes:

N7125HC: Rack, Storage, Metal
N7125G: Racks, Bins, Shelving Metal
N7125: Cabinets, Lockers, Bins and Shelving
N7110WE: Locker, Safe
N7125B: CABINETS, STORAGE
JI7125: Cabinets, Lockers, Bins and Shelving - Installation N6760BA: CABINETS, STORAGE, PHOTOGRAPHIC, MOTION PICTURE,

REELS AND CANS
N7125H: Rack, Storage
Category: Goods
Potential vendors (bidders)
may view the bid package
here.

Interested vendors (bidders)
who wish to submit a
response to this opportunity
should register their interest
by downloading the document
(s) from the bid package.

Response Submission:

Only proposals submitted through the Sourcewell Procurement Portal will considered. htps://proportal.sourcewell-mn.gov
Proposals are due no later than later than January 09, 2020 at 4:30 p.m. Central Time, and late proposals will not be considered.

Response Contact:

Robinson, Chris
Procurement Manager
2510 Sparrow Drive
Opportunity Preview Page 1 of 3
http://vendor.purchasingconnection.ca/Opportunity.aspx?Guid=3399C23A-E7DF-416A-... 11/14/2019

ATTACHMENT A
Nisku, Alberta T9E 8N5
Tel: (218)895-4168
Email: [email protected]
Response Specifics:

Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Only complete proposals that are timely submitted through the Sourcewell Procurement Portal will be considered. Late proposals will not be considered. It is the Proposer’s sole responsibility to ensure that the proposal is received on time.

All proposals must be received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time noted in the Solicitation Schedule above. It is recommended that Proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The closing time and date is determined by the Sourcewell Procurement Portal web clock.

In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to twenty-four (24) hours to respond to certain issues.

Upon successful submission of a proposal, the Portal will automatically generate a confirmation email to the Proposer. If the Proposer does not receive a confirmation email, contact Sourcewell’s support provider at [email protected].

To ensure receipt of the latest information and updates via email regarding this solicitation, or if the Proposer has obtained this solicitation document from a third party, the onus is on the Proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity.

All proposals must be acknowledged digitally by an authorized representative of the Proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, Proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the Proposer to remedies available by law.

Opportunity Description:

Members include thousands of governmental, higher education, K-12 education, not-for-profit, tribal government, and other public agencies located in Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than September 12, 2019, at 4:30 p.m. Central Time, and late proposals will not be considered.

Members include thousands of governmental, higher education, K-12 education, not-for-profit, tribal government, and other public agencies located in Canada. A full copy of the Request for Proposals can Opportunity Preview Page 2 of 3
http://vendor.purchasingconnection.ca/Opportunity.aspx?Guid=3399C23A-E7DF-416A-... 11/14/2019

ATTACHMENT A
be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than January 9, 2020 at 4:30 p.m. Central Time, and late proposals will not be considered.

APC "Opportunity Notices" This notice is provided for information purposes only. Refer to the "Opportunity Documents" in the bid package for authoritative information.

All queries pertaining to the language, content or any missing or inaccurate information within this abstract must be sent to its originator of the abstract, as specified in the opportunity notice. © APC - All rights reserved. No part of the information contained in this Web Site may be reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise without the prior written permission of the Manager, Centre of Expertise via: [email protected].

Her Majesty the Queen in right of Alberta and the Alberta public sector entities that use APC are not responsible or liable for the accuracy of the information contained in the publication. It is the responsibility of interested parties to review the opportunity posting for changes or updates prior to the opportunity closing date/time.

Opportunity Preview Page 3 of 3
http://vendor.purchasingconnection.ca/Opportunity.aspx?Guid=3399C23A-E7DF-416A-... 11/14/2019

ATTACHMENT A
Industrial and Workplace Storage Systems with Related Accessories | So... https://www.sourcewell-mn.gov/node/774316 1 of 3 3/25/2020, 1:58 PM

ATTACHMENT A
Industrial and Workplace Storage Systems with Related Accessories | So... https://www.sourcewell-mn.gov/node/774316 2 of 3 3/25/2020, 1:58 PM

ATTACHMENT A

ATTACHMENT A
Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Industrial and Workplace Storage Systems with Related Accessories
to result in a contracting solution for use by its members.

Sourcewell members include thousands of governmental,
higher education, K-12 education, not-for-profit,
tribal government, and other public agencies located
in the United States and Canada.

A full copy of the Request for Proposals can be
found on the Sourcewell Procurement Portal
https://proportal.sourcewell-mn.gov.

Only proposals submitted through the Sourcewell
Procurement Portal will be considered.

Proposals are due no later than January 09, 2020 at 4:30 p.m.

Central Time, and late proposals will not be considered.

NOTICES

PUBLIC NOTICE
usat-usatnonbus-100074451-sourcewell-(formerly-display-public-notice-15257.indd 1 11/11/19 12:18 PM

ATTACHMENT
A

ATTACHMENT A

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ATTACHMENT A
Industrial and Workplace Storage Systems with Related Accessories | So... https://www.sourcewell-mn.gov/node/774316 1 of 1 3/30/2020, 1:38 PM

ATTACHMENT A
x Updated Membership Agreements Members added August 1-31, 2019 x Resolution to approve permission to re-solicit the following categories a. Furniture with Related Accessories & Services
b. Industrial & Workplace Storage Systems with Related Accessories c. Public Sector & Education Leasing and Financing Solutions Motion carried.

Ms. Embree gave a day in the life of a Sourcewell employee presentation on her role as a Student Programs Coordinator.

Mr. Miller gave an update on Government Relations/General Counsel Departments.

Mr. Drange gave an update on Regional Programs.

Mr. Nesland gave a report out on the newly completed Freshwater Education District Level IV Facility and thanked Sourcewell for their generous support.

Ms. Bandeen and Ms. Ring gave an update on the Association of Minnesota Counties HR Technical Assistance Helpline.

Ms. Nanik gave an update on the Human Resources and Facilities Departments.

Ms. Grunig presented the revised Employee Handbook.

Mr. Thomas moved, seconded by Mr. Gerbi to approve the Employee Handbook as presented. Motion carried.

Mr. Carlson gave an update on the Finance and Risk Management Departments.

REGULAR MEETING MINUTES OF THE SOURCEWELL BOARD OF DIRECTORS Tuesday, September 1 tember 17th
Conference Room 1 & 2
202 12th St. NE, Staples, MN 56479
Vice Chair Zylka called the Regular Board meeting to order at 12:35pm with the following members present: Greg Zylka, Barb Neprud, Mark Gerbi, Scott Veronen, Ryan Thomas, and Sara Nagel. Also present were Jon Radermacher, City of Little Falls, Stephen Jones, Little Falls Schools, Chris Lindholm, Pequot Lakes Schools, Ex-Officios; Jerald Nesland, Freshwater Education District, and Heather Bandeen and Julie Ring, Association of Minnesota Counties, Guests; Chad Coauette, Susan Nanik, Marcus Miller, Travis Bautz, Jamie Loken, Paul Drange, Jeremy Schwartz, Mike Carlson, Rebecca Grunig, Kelli Draper, Tom Perttula, Bill Otto, Katie Embree, and Danielle Wadsworth, Sourcewell staff.

Ms. Nagel moved, seconded by Mr. Gerbi to accept the agenda as presented. Motion carried.

Mr. Thomas moved, seconded by Ms. Neprud to accept the minutes of the Regular Board Meeting held on August 20, 2019. Motion carried.

Mr. Carlson presented the monthly Financial Report of Cash, Revenues, and Expenditures.

Ms. Neprud moved, seconded by Ms. Nagel to approve the check register and Treasurer’s Report of Cash, Revenues, and Expenditures and to pay all vendor disbursements #101075 to #101413. Motion carried.

Ms. Neprud moved, seconded by Mr. Gerbi to approve all Wire Transfers #023 to #053. Motion carried.

Ms. Neprud moved, seconded by Mr. Thomas to approve all Wire Transfers-Employee Expense reimbursements #172 to #401. Motion carried.

Mr. Veronen moved, seconded by Mr. Gerbi to accept the Consent Agenda as follows:

Industrial & Workplace Storage Systems with Related Accessories

ATTACHMENT A
Mr. Loken gave an update on the Information Communication Technology Department.

Ms. Draper gave an update on projects and systems.

Mr. Loken gave an update on Sourcewell Technology.

Mr. Bautz gave an update on the NIGP Forum and the Marketing and Membership Departments.

Mr. Perttula and Mr. Otto gave an update on Sustainable and Responsible Procurement Initiatives.

Mr. Schwartz gave an update on the Operations and Procurement Departments and the contracts awarded in August as noted in Appendix A.

Mr. Gerbi moved, seconded by Mr. Thomas to approve the Resolution to Ratify Cooperative Contracting Awards. Motion carried.

Ms. Neprud moved, seconded by Mr. Veronen to approve the FY 19-20 Department of Education Low Incidence Funding:
a. Formula 421-IDEA Part B Section 611 Regional Low Incidence Discretionary $564,626.43 b. Formula 430- IDEA part B Section 619 Centers of Excellence Discretionary CSPD $93,431.89 c. Formula 432- IDEA Part B Section 611 Regional Low Incidence CSPD Discretionary $129,140.00 d. Formula 446- IDEA Part C Regional Centers of Excellence CSPD Intergovernmental Agreement $93,431.89 Motion carried.

Ms. Nagel moved, seconded by Mr. Thomas to approve the Resolution Designating an Identified Official with Authority.

Motion carried.

Mr. Thomas moved, seconded by Ms. Neprud to approve hiring the following:
a. Jennifer Backowski, Marketing Creative Supervisor, effective September 9, 2019 b. Jake Denning, Membership Development Administrator I, effective September 9, 2019 c. Darin Narlock, Contract Administrator I, effective September 23, 2019 d. Michelle Tautges, Lead Regional Licensing Specialist, effective September 23, 2019 Motion carried.

Ms. Nagel moved, seconded by Mr. Veronen to accept the resignation of Audriana Bagwell, Collaborative Service Worker, effective August 30. 2019. Motion carried.

Mr. Veronen moved, seconded by Ms. Neprud to accept the retirement of Machel Marshall, Account Clerk III, effective September 2nd, 2019. Motion carried.

Ms. Neprud moved, seconded by Mr. Thomas to approve opening the following positions:
a. Website Content Specialist
b. Membership Communication Specialist
c. Collaborative Service Worker
d. Account Clerk III- Contract Purchasing
Motion carried.

Mr. Gerbi moved, seconded by Ms. Nagel to approve the following position descriptions and open positions:
a. Program Coordination Specialist
b. Application Administrator II
Motion carried.

Ms. Nanik provided a staffing update.

Dr. Coauette gave an update on State/National Associations and Partnerships.

Mr. Gerbi moved, seconded by Mr. Thomas to adjourn the meeting at 2:44 p.m. Motion carried.

ATTACHMENT A
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ĂƚŽŶ/ŶĚƵƐƚƌŝĂůŽƌƉ͘ ϬϳϭϲϭϵͲW> Η^ƉŽƌƚƐ>ŝŐŚƚŝŶŐǁŝƚŚZĞůĂƚĞĚ^ƵƉƉůŝĞƐĂŶĚ^ĞƌǀŝĐĞƐΗ ϱƚŚz
ZZ
E
t>^;KEdZd
yd
E^/KE^Ϳ
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ΗWƵďůŝĐ^ĞĐƚŽƌĚŵŝŶŝƐƚƌĂƚŝǀĞͲZĞůĂƚĞĚ^ŽĨƚǁĂƌĞ^ŽůƵƚŝŽŶƐΘ dĞĐŚŶŽůŽŐǇΗ
WĞĂĐŚ^ƚĂƚĞ&ƌĞŝŐŚƚůŝŶĞƌ͕>> ϭϬϮϭϭϱͲW^& Η^ĐŚŽŽůƵƐĞƐǁŝƚŚZĞůĂƚĞĚWĂƌƚƐĂŶĚ^ĞƌǀŝĐĞƐΗ ^ŝŐŚƚůŝŶĞƐ͕>> ϬϳϭϰϭϱͲ''/ ΗYƵĂŶƚŝƚǇŽŶƐƚƌƵĐƚŝŽŶŽŶƚƌĂĐƚŝŶŐ^ǇƐƚĞŵƐĂŶĚZĞůĂƚĞĚ^ĞƌǀŝĐĞƐΗ ŽŶƚƌĂĐƚŽƌEĂŵĞ ŽŶƚƌĂĐƚEƵŵďĞƌ ŽŶƚƌĂĐƚĞƐĐƌŝƉƚŝŽŶ
ŚĂƌůĞƐ
͘dŚŽŵĂƐ ϬϯͲEsͲ'ϬϭͲϬϴϬϳϭϵͲ
d 'ĞŶĞƌĂůƵŝůĚĞƌƐ

ŶŽǀŝƚǇ͕/ŶĐ͘ ϬϯͲEsͲ'ϬϮͲϬϴϬϳϭϵͲ
EK 'ĞŶĞƌĂůƵŝůĚĞƌƐ
WZ/
/ŶĚƵƐƚƌŝĞƐKŶĞ͕/ŶĐ͘ ϬϯͲEsͲ'ϬϯͲϬϴϬϳϭϵͲW/K 'ĞŶĞƌĂůƵŝůĚĞƌƐ ^ƚĂƉůĞƐŽŶƐƚƌƵĐƚŝŽŶ ϬϯͲEsͲ'ϬϰͲϬϴϬϳϭϵͲ^d 'ĞŶĞƌĂůƵŝůĚĞƌƐ WZ/
/ŶĚƵƐƚƌŝĞƐKŶĞ͕/ŶĐ͘ ϬϯͲEsͲ'
WϬϭͲϬϴϬϳϭϵͲW/K 'ĞŶĞƌĂů
ŶŐŝŶĞĞƌŝŶŐͲWĂǀŝŶŐ
WZ/
/ŶĚƵƐƚƌŝĞƐKŶĞ͕/ŶĐ͘ ϬϯͲEsͲ
ϬϭͲϬϴϬϳϭϵͲW/K
ůĞĐƚƌŝĐĂů

ŶŽǀŝƚǇ͕/ŶĐ͘ ϬϯͲEsͲ
ϬϮͲϬϴϬϳϭϵͲ
EK
ůĞĐƚƌŝĐĂů
WZ/
/ŶĚƵƐƚƌŝĞƐKŶĞ͕/ŶĐ͘ ϬϯͲEsͲDϬϭͲϬϴϬϳϭϵͲW/K DĞĐŚĂŶŝĐĂů K
ŶŐŝŶĞĞƌĞĚ^ǇƐƚĞŵƐ͕/ŶĐ ϬϯͲEsͲDϬϮͲϬϴϬϳϭϵͲ
^ DĞĐŚĂŶŝĐĂů
D
Z/E,/>>
Z^
Zs/
͕/E͘ ϬϯͲEsͲDϬϯͲϬϴϬϳϭϵͲ, DĞĐŚĂŶŝĐĂů

ŶŽǀŝƚǇ͕/ŶĐ͘ ϬϰͲEͲ'ϬϭͲϬϴϬϳϭϵͲ
EK 'ĞŶĞƌĂůƵŝůĚĞƌƐ
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WZ/
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WϬϭͲϬϴϬϳϭϵͲW/K 'ĞŶĞƌĂů
ŶŐŝŶĞĞƌŝŶŐͲWĂǀŝŶŐ

ŶŽǀŝƚǇ͕/ŶĐ͘ ϬϰͲEͲ
ϬϭͲϬϴϬϳϭϵͲ
EK
ůĞĐƚƌŝĐĂů
WZ/
/ŶĚƵƐƚƌŝĞƐKŶĞ͕/ŶĐ͘ ϬϰͲEͲ
ϬϮͲϬϴϬϳϭϵͲW/K
ůĞĐƚƌŝĐĂů
WhŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ ϬϴͲ^/Ͳ'ϬϭͲϬϴϬϳϭϵͲWh 'ĞŶĞƌĂůƵŝůĚĞƌƐ sŝŶĐŽƌŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ ϬϴͲ^/Ͳ'ϬϮͲϬϴϬϳϭϵͲs/ 'ĞŶĞƌĂůƵŝůĚĞƌƐ ,ŽƌŝǌŽŶƐŽŶƐƚƌƵĐƚŝŽŶŽŵƉĂŶǇ/ŶƚΖů/ŶĐ͘ ϬϴͲ^/Ͳ'ϬϯͲϬϴϬϳϭϵͲ, 'ĞŶĞƌĂůƵŝůĚĞƌƐ ,ĂƌƌǇ,:ŽŚŽŶƐƚƌƵĐƚŝŽŶ/ŶĐ ϬϴͲ^/Ͳ'ϬϰͲϬϴϬϳϭϵͲ,: 'ĞŶĞƌĂůƵŝůĚĞƌƐ ŶŐĞůĞƐŽŶƚƌĂĐƚŽƌ͕/ŶĐ͘ ϬϴͲ^/Ͳ'ϬϱͲϬϴϬϳϭϵͲ/ 'ĞŶĞƌĂůƵŝůĚĞƌƐ ŐŬŬǁŽƌŬƐŽŶƐƚƌƵĐƚŝŽŶ^ĞƌǀŝĐĞƐ ϬϴͲ^/Ͳ'ϬϲͲϬϴϬϳϭϵͲ'<< 'ĞŶĞƌĂůƵŝůĚĞƌƐ

ŶŽǀŝƚǇ͕/ŶĐ͘ ϬϴͲ^/Ͳ'ϬϳͲϬϴϬϳϭϵͲ
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E
tĞǌ/YKEdZd^
KE^
Ed'
E/d
D^
/ŶĚƵƐƚƌŝĂůΘtŽƌŬƉůĂĐĞ^ƚŽƌĂŐĞ^ǇƐƚĞŵƐǁŝƚŚZĞůĂƚĞĚĐĐĞƐƐŽƌŝĞƐ &ƵƌŶŝƚƵƌĞǁŝƚŚZĞůĂƚĞĚĐĐĞƐƐŽƌŝĞƐΘ^ĞƌǀŝĐĞƐ
WƵďůŝĐ^ĞĐƚŽƌΘ
ĚƵĐĂƚŝŽŶ>ĞĂƐŝŶŐĂŶĚ&ŝŶĂŶĐŝŶŐ^ŽůƵƚŝŽŶƐ

ATTACHMENT A
/ŶĚƵƐƚƌŝĂůΘtŽƌŬƉůĂĐĞ^ƚŽƌĂŐĞ^ǇƐƚĞŵƐǁŝƚŚZĞůĂƚĞĚĐĐĞƐƐŽƌŝĞƐ WW
E/yŽŶƚŝŶƵĞĚ
ZĞŶĞǁŐĞ
ŶĞƌŐǇ^ŽůƵƚŝŽŶƐ ϬϴͲ^/Ͳ'ϬϴͲϬϴϬϳϭϵͲZ
'ĞŶĞƌĂůƵŝůĚĞƌƐ
DdDŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ ϬϴͲ^/Ͳ'ϬϵͲϬϴϬϳϭϵͲDdD 'ĞŶĞƌĂůƵŝůĚĞƌƐ WZ/
/ŶĚƵƐƚƌŝĞƐKŶĞ͕/ŶĐ͘ ϬϴͲ^/Ͳ'ϬϭϬͲϬϴϬϳϭϵͲW/K 'ĞŶĞƌĂůƵŝůĚĞƌƐ ,ŽƌŝǌŽŶƐŽŶƐƚƌƵĐƚŝŽŶŽŵƉĂŶǇ/ŶƚΖů/ŶĐ͘ ϬϴͲ^/Ͳ'
WϬϭͲϬϴϬϳϭϵͲ, 'ĞŶĞƌĂů
ŶŐŝŶĞĞƌŝŶŐͲWĂǀŝŶŐ
^ŽůŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ ϬϴͲ^/Ͳ'
WϬϮͲϬϴϬϳϭϵͲ^K> 'ĞŶĞƌĂů
ŶŐŝŶĞĞƌŝŶŐͲWĂǀŝŶŐ
:Θ,
ŶŐŝŶĞĞƌŝŶŐ'ĞŶĞƌĂůŽŶƚƌĂĐƚŽƌƐ͕/ŶĐ͘ ϬϴͲ^/Ͳ'
WϬϯͲϬϴϬϳϭϵͲ:,
'ĞŶĞƌĂů
ŶŐŝŶĞĞƌŝŶŐͲWĂǀŝŶŐ
WhŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ ϬϴͲ^/Ͳ&ϬϭͲϬϴϬϳϭϵͲWh &ůŽŽƌŝŶŐ ŶŐĞůĞƐŽŶƚƌĂĐƚŽƌ͕/ŶĐ͘ ϬϴͲ^/Ͳ&ϬϮͲϬϴϬϳϭϵͲ/ &ůŽŽƌŝŶŐ ,ŽƌŝǌŽŶƐŽŶƐƚƌƵĐƚŝŽŶŽŵƉĂŶǇ/ŶƚΖů/ŶĐ͘ ϬϴͲ^/ͲϬϭͲϬϴϬϳϭϵͲ, ĞŵŽůŝƚŝŽŶͲďĂƚĞŵĞŶƚ WhŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ ϬϴͲ^/ͲWϬϭͲϬϴϬϳϭϵͲWh WĂŝŶƚŝŶŐ ,ĂƌƌǇ,:ŽŚŽŶƐƚƌƵĐƚŝŽŶ/ŶĐ ϬϴͲ^/ͲWϬϮͲϬϴϬϳϭϵͲ,: WĂŝŶƚŝŶŐ ZŝƚĞͲtĂǇZŽŽĨŽƌƉŽƌĂƚŝŽŶ ϬϴͲ^/ͲZϬϭͲϬϴϬϳϭϵͲZtZ ZŽŽĨŝŶŐ 'dĞĂŵ>ĂŶĚƐĐĂƉĞŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ ϬϴͲ^/Ͳ>ϬϭͲϬϴϬϳϭϵͲ'd> >ĂŶĚƐĐĂƉŝŶŐ &ĂĐŝůŝƚǇ^ŽůƵƚŝŽŶƐ'ƌŽƵƉ ϬϴͲ^/Ͳ
ϬϭͲϬϴϬϳϭϵϬͲ&^'
ůĞĐƚƌŝĐĂů
,ĂƌƌǇ,:ŽŚŽŶƐƚƌƵĐƚŝŽŶ/ŶĐ ϬϴͲ^/Ͳ
ϬϮͲϬϴϬϳϭϵͲ,:
ůĞĐƚƌŝĐĂů
WhŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ ϬϵͲ^/Ͳ'ϬϭͲϬϴϬϳϭϵͲWh 'ĞŶĞƌĂůƵŝůĚĞƌƐ ϬϵͲ^/Ͳ'ϬϭͲϬϴϬϳϭϵ
sŝŶĐŽƌŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ ϬϵͲ^/Ͳ'ϬϮͲϬϴϬϳϭϵͲs/ 'ĞŶĞƌĂůƵŝůĚĞƌƐ ůů^ŽƵƌĐĞŽĂƚŝŶŐƐ/ŶĐ͘ ϬϵͲ^/Ͳ'ϬϯͲϬϴϬϳϭϵͲ^ 'ĞŶĞƌĂůƵŝůĚĞƌƐ >Ž͕͘/ŶĐ ϬϵͲ^/Ͳ'ϬϰͲϬϴϬϳϭϵͲ> 'ĞŶĞƌĂůƵŝůĚĞƌƐ
,ĂƌƌǇ,:ŽŚŽŶƐƚƌƵĐƚŝŽŶ/ŶĐ ϬϵͲ^/Ͳ'ϬϱͲϬϴϬϳϭϵͲ,: 'ĞŶĞƌĂůƵŝůĚĞƌƐ ŶŐĞůĞƐŽŶƚƌĂĐƚŽƌ͕/ŶĐ͘ ϬϵͲ^/Ͳ'ϬϲͲϬϴϬϳϭϵͲ/ 'ĞŶĞƌĂůƵŝůĚĞƌƐ ^ǇůǀĞƐƚĞƌZŽŽĨŝŶŐ ϬϵͲ^/ͲZϬϭͲϬϴϬϳϭϵͲ^Z ZŽŽĨŝŶŐ
WhŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ ϬϵͲ^/Ͳ&ϬϭͲϬϴϬϳϭϵͲWh &ůŽŽƌŝŶŐ ůů^ŽƵƌĐĞdŝůĞ/ŶĐ͘ ϬϵͲ^/Ͳ&ϬϮͲϬϴϬϳϭϵͲ^d &ůŽŽƌŝŶŐ
ŶŐĞůĞƐŽŶƚƌĂĐƚŽƌ͕/ŶĐ͘ ϬϵͲ^/Ͳ&ϬϮͲϬϴϬϳϭϵͲ/ &ůŽŽƌŝŶŐ WhŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ ϬϵͲ^/ͲWϬϭͲϬϴϬϳϭϵͲWh WĂŝŶƚŝŶŐ ůů^ŽƵƌĐĞŽĂƚŝŶŐƐ/ŶĐ͘ ϬϵͲ^/ͲWϬϮͲϬϴϬϳϭϵͲ^ WĂŝŶƚŝŶŐ h^EĂƚŝŽŶĂůŽƌƉ ϬϵͲ^/ͲWϬϯͲϬϴϬϳϭϵͲh^E 'ĞŶĞƌĂůƵŝůĚĞƌƐ Ğǌ/YEEh>Z
E
t>^
'ŽŽĚͲDĞŶZŽŽĨŝŶŐΘŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ Ͳ^Ϭϭ'ͲϬϵϬϲϭϲͲ'DZ ŶŐĞůĞƐŽŶƚƌĂĐƚŽƌƐ͕/ŶĐ͘ Ͳ^ϬϮ'ͲϬϵϬϲϭϲͲ/
EĞǆŐĞŶƵŝůĚŝŶŐ'ƌŽƵƉ͕/ŶĐ͘ Ͳ^Ϭϯ'ͲϬϵϬϲϭϲͲE'
ŶŐĞůĞƐŽŶƚƌĂĐƚŽƌƐ͕/ŶĐ͘ Ͳ^Ϭϭ&ͲϬϵϬϲϭϲͲ/
ŶŐĞůĞƐŽŶƚƌĂĐƚŽƌƐ͕/ŶĐ͘ Ͳ^ϬϭWͲϬϵϬϲϭϲͲ/
'W^WůƵŵďŝŶŐ Ͳ^ϬϭW>ͲϬϵϬϲϭϲͲ'W^
sĞƚͲ&ŽƌĐĞ
ŶŐŝŶĞĞƌŝŶŐĂŶĚŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ Ͳ^ϬϮW>ͲϬϵϬϲϭϲͲs
d
ŽůůŝĞƌŽŶƐƚƌƵĐƚŝŽŶŽŵƉĂŶǇ dyϬϰ'ͲϭϬϭϭϭϲͲ
dĞŝŶĞƌƚŽŵŵĞƌĐŝĂůƵŝůĚŝŶŐ^ĞƌǀŝĐĞƐ dyϬϰ'ͲϭϬϭϭϭϲͲd
'Ϯ'ĞŶĞƌĂůŽŶƚƌĂĐƚŽƌƐ dyϬϭ'ͲϭϬϭϭϭϲͲ''
'Ϯ'ĞŶĞƌĂůŽŶƚƌĂĐƚŽƌƐ dyϬϭtͲϭϬϭϭϭϲͲ''
ŽŵŵĞƌĐŝĂů dyϬϭ'ͲϭϬϭϭϭϲͲ/
,ĞŶƚŚŽƌŶŽŵŵĞƌĐŝĂůŽŶƐƚƌƵĐƚŝŽŶ͕>> dyϬϰ'ͲϭϬϭϭϭϲͲ,>

ATTACHMENT A

ATTACHMENT A
Spacesaver Corporation #010920-SPC
Pricing for contract 010920-SPC offers Sourcewell participating agencies the following discounts:
x Spacesaver is providing a percentage discount off commercial product list. x Tiered discount range is 40.5%-54% of list price, based on the total list price by designated product categories per member project.
x Within each product category a list price volume tier structure discount is applied to the commercial price list in effect at that time. Our distributor can provide each member a detailed quote by line item to ensure that they are getting the correct discount based on the proposed solution.

For projects over list price range noted, consult with local Distributor.

Freight and inside delivery: is quoted per project based on the size and scope of the member's specific project. This will provide the best value, lowest cost to each member.

Installation: Due to the customer nature of this equipment, it is quoted per project; however, installation charges for non-union, non-prevailing wage projects will not exceed 40% of list price for any product categories noted. Projects requiring prevailing wage or union wages must be quoted project by project due to local variations in wages and classifications of labor.

Any surcharges in effect at time of order will be applied to all individual orders.

Warranty: 5-years parts, 1-year labor.

Shipments: 60 - 90 days ARO.

Payment Terms: Net 30 days.

Ordering: c/o any authorized Spacesaver Area Contractor (see attachment.) FOB Points: All items shipped FOB destination within continental United State from 1450 Janesville Avenue, Fort Atkinson, WI 53538.

Spacesaver is a subsidary of KI.

ATTACHMENT A
6 (Rev. 2.11.20)

EXHIBIT B

INSURANCE REQUIREMENTS

ATTACHMENT A
REV 2022Ͳ05Ͳ17
Exhibit B:

Insurance Requirements
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if consultant provides written verification it has no employees) If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability

ATTACHMENT A
REV 2022Ͳ05Ͳ17
coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

Primary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

Umbrella or Excess Policy
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.

ATTACHMENT A
REV 2022Ͳ05Ͳ17
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.

Verification of Coverage
Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

ATTACHMENT A
REV 2022Ͳ05Ͳ17
Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:

City of Stockton
Its Officers, Officials, Employees, and Volunteers
400 E Main St, 3rd Floor – HR
Stockton, CA 95202

ATTACHMENT A
7 (Rev. 2.11.20)

EXHIBIT C
SOURCEWELL QUOTE # 19678

ATTACHMENT A
1 Systems and Space Inc.

Proposal to Improve Space Management
and Storage Capacity
Architectural Nexus
Stockton Mcnair Library - Cantilever Shelving
June 14, 2022
Submitted To: Carolyn Goodwin
Stockton, CA
Submitted By: Jackie Greely
Systems Planner
Systems & Space, Inc.
500 Boulder Court, Suite B
Pleasanton, CA 94566
(925) 426-1955
We have set the standard in customer care - Because we understand the composition and characteristics that are intrinsic to space management and capacity planning. ȱ

ATTACHMENT A
2 Business
Healthcare
Library
Museum
B i
Lib
M
Design
This proposal includes an architectural drawing to allow for visual acceptance. The drawing outlines room dimensions, system dimensions, stored media - existing plus increased capacities and storage weight.

Floor Loading
Floor load data that applies to the project is subject to interpretation by a certified structural engineer. SSI is providing reference data for determining load and distribution conditions. Floor load and considerations are to be reviewed and evaluated by a qualified engineer. It is the responsibility of client to have this system approved for the floor loading if needed.

SYSTEMS & SPACE, INC. can assist with the floor load assessment process. We will work directly with your structural engineer or we can provide a certified structural engineer and consulting. A complete analysis, including any required building modifications, designs and supporting structural calculations, will be prepared for a fixed fee. The fee will be determined by the complexity of the project and pricing will be submitted at your request.

Delivery, Installation, Training and Warranty
Components and materials will be shipped approximately 6-8 weeks upon receipt of purchase order and completed checklist. A field service supervisor and job crew leader will be assigned prior to the system installation. They will remain with the project until completion to control all scheduling, freight, elevator access and all phases of the installation to assure complete satisfaction with minimal disruption to your staff. Spacesaver warrants that all equipment shall be free from defects in materials and workmanship for five (5) years from the date of the customer’s written acceptance of installation – to assure complete satisfaction. This proposal is based on installation utilizing a Monday-Friday workweek and nonunion hours of 8:00 AM – to 5:00 PM. Should you require different hours, other options are available. SSI will provide unlimited training to all users to assure optimal use of your system.

Extended Warranty Programs
Extended warranty programs are available to protect and preserve your investment. These programs include 1st priority service response and covered check-up appointments throughout the years.

For more information, simply ask your Systems Planner.

Why Spacesaver?
SPACESAVER is the industry leader in high-density mobile file systems. Spacesaver has been in business since 1972 and has more installations than all of its competitors. For material protection, storage efficiency, durability, reliability, security, safety, and accessibility, Spacesaver is the state of the art solution for all your storage requirements.

Who Is Systems & Space?
SYSTEMS & SPACE, INC. (SSI) is a
premier provider of space, storage and
filing solutions for today’s business
environment. Since 1988 we’ve been
developing complete storage and space
management strategies and solutions – for
all types of businesses. We are experts at
individual systems analysis, systems
hardware, engineering and
implementation. Our mission is to deliver
your project on time, within budget – and
trouble free.

Executive Summary
SYSTEMS & SPACE, INC., is pleased to
present this proposal to the space
management team at your company. The
attached detailed architectural drawings
outline your specific requirements and our
solution. This proposal is available for
acceptance 30 days from the cover date.

Why Systems & Space, Inc.?
In order to complete this project on time,
with high quality results, it is essential to
select a company that can work within
your timelines, budget and meet your
planning requirements, now and for the
long term.

SSI possesses the capability to ensure the
success of this project because:
• SSI understands the scope of your specific
planning requirements
• SSI engineering, project management
experience and system planning are
unparalleled in the industry
• SSI has a longstanding partnership with
Spacesaver Corporation
• SSI offers extended warranty programs to
preserve your investment for years to
come.

The SSI management team is committed at
every level to the success of your project.

This proposal will demonstrate to you that selecting SSI as your storage solution partner will create smarter storage initiatives and help uncover the space needed to grow.

Government
Partners in Progressive Storage Solutions
Justice

ATTACHMENT A
3 Investment
Drawing No. Description Investment
#19678 – R1 Spacesaver Cantilever Shelving Sourcewell pricing:
x (11) 36”W x 14” D x 72”H units [C1] $143,934.00
- (4) 12 ¼” and (1) 16 ¼” clear openings per unit
x (12) 36”W x 26”D x 66”H units [C2]
- (4) 12 ¼” and (1) 10 ¼” clear openings per unit
- (1) canopy top
x (3) 36”W x 14”D x 72”H units [C3]
- (4) 13 ¼” and (1) 12 ¼” clear openings per unit
- (2) hinged periodical displays
- (1) canopy top
x (2) 36” W x 14”D x 37”H units [C4]
- (3) 10 ¼” clear openings per unit
- (1) canopy top
- (1) 1” thick resin top
x (4) 6’W x 26”D x 3’ 3/4” H units [C5]
- (6) 8 ½” clear openings per unit
- (2) canopy tops
- (1) 1” thick resin top
- (6) casters per unit
x (2) 36”W x 14”D x 72” H units [C6]
- (1) 12 ¼”, (2) 11 ¼”, (2) 10”, and (1) 12” clear openings per unit - (3) 12” deep retractable browsing boxes
- (1) canopy top
x All units include:
1” resin end panels on all exposed ends
x Structural Calculations are included in above price ($2,975) x Prevailing Wage installation
The Investment includes all materials, tax, freight and installation for the Spacesaver system.

Systems & Space, Inc. is not responsible for any additional engineering fees. If a client elects to pay for our Seismic Calculation Services, it includes a standard set of calculations. Any additional engineering or product modifications will be an add on cost to the client.

Our price is valid until May 6, 2022 .

Systems & Space Inc. Guarantees the Success of Your Project!

ATTACHMENT A
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ATTACHMENT A
4 Sourcewell Contract Purchases
The Sourcewell has awarded KI/Spacesaver with a national competitively bid contract governed by a national municipal contracting agency.

When purchasing under the Sourcewell contract, please use the following guidelines in preparing your purchase orders:

The purchase order will be made payable to: Systems & Space, Inc.

Please include the following information on your purchase order: Sourcewell/KI Contract Number: 010920- SPC
Remit purchase order to: Spacesaver Corporation
CO: Systems & Space Inc.
500 Boulder Court, Suite B
Pleasanton, CA 94566
CALIFORNIA STATE CONTRACTOR’S LICENSE NUMBER 599899
DIR CONTRACTOR’S REGISTRATION NUMBER 1000007450
Payment Terms *50% Deposit with order *40% Order ships from factory *10% Balance due upon completion U
Client Approval Print Name Date
Systems Planner: Jackie Greely Project #19678

ATTACHMENT A
5 Critical Path to Installation: 12-15-Week Standard Lead Time Order placed – (see attached checklist)
x Week 1 – Systems Ordered by SSI
x Week 12 – Product Ships from Manufacturer
x Week 15 – SSI receives product and begins installation based on date set with Architectural Nexus Installation Information:

1. Company Name

2. Contact name at installation area

3. Street Address

4. Suite, Bldg., or Floor

5. City, State, Zip Code

6. Contact Phone # __________________________ Pager/Cell #

7. Fax # __________________________ E-Mail Address
Billing Information:

8. Company Name:

9. Accounting Department Contact Name

10. Billing Address

11. Suite, Bldg., or Floor

12. City, State, Zip Code

13. Contact Phone # ___________________________ Pager/Cell #

14. Fax # __________________________E-Mail Address
Acknowledgement Information:

15. Company Name

16. Contact name to send order Acknowledgement to

17. Street Address

18. Suite, Bldg., or Floor

20. City, State, Zip Code

21. Contact Phone # ___________________________Pager/Cell Systems Planner: Jackie Greely Project #19678

ATTACHMENT A
6 Checklist for Ordering & Developing Spacesaver System Review and sign off on drawings
Choose shelving colors from Spacesaver Color Selector:

Choose end panels from WilsonArt Laminate book:

Attach purchase order and deposit to proposal
Sign and date acceptance areas on proposal
Client’s Move Date:

General Contractor’s Name:

Phone # Fax #
Mobile # Email
Finished Floor Covering Type: Carpet or Tile (Circle one) Finished Floor Covering Installation Date:

If project is Existing Construction, is client considering replacing Finished Floor Covering? Yes / No Tile or Carpet (Circle one)
Is there a Construction/Move schedule available? Yes or No Project Completion Date:

Non union hours of Installation are Monday through Friday 8:00 AM to 5:00 PM.

After 5 PM and anytime on Saturday and Sunday is overtime.

Security: Do SSI personnel need access badges, escorts, etc? Parking: Are permits required? Yes or No
U
Client Approval Print Name Date
Systems Planner: Jackie Greely Project #19678

ATTACHMENT A
7 TERMS & CONDITIONS FOR PRODUCTS, SYSTEMS & INSTALLATIONS

1. GENERAL: These terms & conditions shall apply to sales from SYSTEMS & SPACE, INC. to BUYER and to any quotation by SYSTEMS & SPACE, INC. for sales. These terms & conditions shall not be superseded by any terms & conditions in BUYER’S order. If a Contract Agreement will be issued in lieu of, or in addition to execution of this proposal, Buyer agrees to include this proposal as an Exhibit to the Contract Agreement.

2. PRICING: This proposal is valid for 60 days from the date of the proposal.

3. PAYMENT TERMS: The Buyer shall issue a 30% deposit to SYSTEMS & SPACE INC. with order with balance due upon completion. If the BUYER issues a purchase order for goods and/or services, the BUYER shall state the deposit amount on BUYER’s purchase order. A monthly finance charge of 1 ½% per month shall accrue to the BUYER on all outstanding invoices beyond 30 days.

4. ENGINEERING DATA: The proposal, drawings and/or specifications of any quotation are confidential engineering data, and represent SYSTEMS & SPACE, INC.’S investment in engineering skill and development, and remain the property of SYSTEMS & SPACE, INC. Such are submitted with the understanding that the information will not be disclosed or used in any manner detrimental to SYSTEMS & SPACE, INC. All specifications and dimensions of proposal, drawings are approximate, and are subject to changes during detailed engineering.

5. DELIVERY: Shipping or delivery dates are approximate. SYSTEMS & SPACE, INC. shall not be liable for delays in or failure of delivery due to changes requested by BUYER, or causes beyond its control. At the request of BUYER, BUYER shall make payment as though shipment has been made as specified and for any expenses incurred by SYSTEMS & SPACE, INC. due to BUYER’S request in delaying shipment.

6. STORAGE: If product is stored for more than 30 days at SYSTEMS & SPACE, Inc. due to delays in delivery caused by BUYER, SYSTEMS & SPACE INC. will charge BUYER at the rate of 1% of BUYER’s invoice per month pro-rated daily.

7. SPECIALS: Special items not considered as standard inventory by SYSTEMS & SPACE, INC. and/or manufactured by SYSTEMS & SPACE, INC. to BUYER’S specifications or job requirements, will become the sole property of the BUYER and will not be accepted for return.

8. INSURANCE: SYSTEMS & SPACE, INC. carries Workers’ Compensation insurance with statutory limits as required by law. In addition, SYSTEMS & SPACE, INC. carries General Liability Insurance with $1M occurrence/$2M general aggregate/$2M completed operations, and Auto Liability with $1M combined single limit. Upon request, entities shall be named as Additional Insured under endorsement CG D2 48 080 05.

9. CANCELLATION: On all cancelled orders, BUYER shall compensate SYSTEMS & SPACE, INC. for its performance, commitments and damage as follows: BUYER shall pay SYSTEMS & SPACE, INC. a cancellation fee not to exceed the original purchase price.

10. CONSTRUCTION AREA: BUYER shall provide SYSTEMS & SPACE, INC. with a free and clear construction site. All materials and/or construction shall be removed from the area. BUYER will furnish SYSTEMS & SPACE, INC. with adequate electrical power to efficiently operate the power tools required for the installation.

11. UNLOADING, SPOTTING AND STORAGE: BUYER shall provide SYSTEMS & SPACE, INC. with adequate unloading facilities, and sufficient access to those facilities to insure SYSTEMS & SPACE, INC.’S efficient unloading procedure. Adequate aisles shall be provided by the BUYER to provide efficient handling of the materials from the unloading of storage area to the construction site.

12. COMMENCEMENT OF INSTALLATION AT JOB SITE: SYSTEMS & SPACE, INC. will not be obligated to commence work at job site until receipt of written notice from BUYER that BUYER’S building is ready for use and necessary utilities and equipment are supplied there as well.

13. CHANGES IN WORK: Should the BUYER order changes in the work, such orders and adjustments shall be made in writing to SYSTEMS & SPACE, INC. The contract price shall be adjusted according to the changes in the work specified.

14. COMPLETION: Installation shall be deemed completed upon use of any equipment by BUYER.

15. FLOORS: BUYER is responsible for the load bearing capacity of the floor upon which the proposed installation shall be constructed.

16. FLOOR COVERING: Existing floor covering may require removal prior to the start of our scope of work. Removal and replacement of existing floor covering is specifically excluded from this proposal. Should the client wish Systems & Space, Inc. to remove the existing floor covering, please consult your Systems Planner for a quote for this work. Please note that while Systems & Space, Inc. will use every precaution to maintain the integrity of the existing floor covering, we cannot guarantee that the existing floor covering will be suitable for reuse. Client acknowledges that installation of new floor covering may be required, at an additional cost to client.

17. SURVEYS, PERMITS AND REGULATIONS: BUYER shall procure and pay for all permits, inspections, and/or structural calculations required by any governmental authority for any part of the work performed by SYSTEMS & SPACE, INC., except if otherwise stated.

18. TESTING: All material and equipment for testing the installation shall be provided at BUYER’S expense. At the time that SYSTEMS & SPACE, INC. states to the BUYER that the work is complete, the BUYER will inspect the work and if the work is in conformity with the terms and provisions of the proposal, the BUYER shall accept the same and deliver to SYSTEMS & SPACE, INC. a signed statement of acceptance. If the BUYER fails to so notify SYSTEMS & SPACE, INC. or if the BUYER fails to make such inspection, the work shall be conclusively deemed accepted by the BUYER.

19. LABOR RELATIONS: SYSTEMS & SPACE, INC. is a non-union contractor. Unless specifically outlined in the project specifications and/or bid documentation, our bid will not be based upon compliance with the terms and conditions of any labor agreements. Any requirement to comply with labor agreements identified after submission of this bid will require an increase in our contract amount to reflect this change. Our proposal is based upon an eight (8) hour workday during normal business hours (unless otherwise specified). No provisions have been made for overtime or shift premium pay.

20. LEGAL ACTION: In the event that any legal action is initiated regarding the breach of any terms or conditions of this agreement, the prevailing party shall be entitled to receive in addition to any damages suffered, their court costs and attorney’s fees incurred.

U
Client Approval Print Name Date
Systems Planner: Jackie Greely Project#19678
NOTICE: This proposal contains information that is proprietary to Systems & Space, Inc. and is intended for the use of MrgCompanyName only. No part of this proposal or the enclosed CAD drawings may be used, reproduced or disclosed to any other party without prior consent of Systems & Space, Inc.

ATTACHMENT A
PH: 925-426-1955
Pleasanton, CA 94566
500 Boulder Ct. Suite B
Saved Date: Project No:
12/02/2020 19678
Printed Date: Revision:
12/02/2020 A
Scale: Total Actual LFI:
1:148 8712 LFI
Rep: Drwn by: Sheet No:

J.M.G. 1 of 1
Project Name:

Stockton Mcnair Library - Cantilever Shelving
Copyright © 2020 Systems & Space, Inc.. This material is proprietary and confidential, and the disclosure reproduction by photography, film, blueprint or otherwise or incorporation into any information retrieval system without first receiving written approval from Systems & Space, Inc. is expressly prohibited by law.

COPYRIGHT © 2020 SYSTEMS & SPACE, INC.. ALL RIGHTS RESERVED File: Y:\2020 DRAWINGS\2020 CONFIGURA\19678.om
C
See copyright details on drawing
COPYRIGHT 2020, SYSTEMS & SPACE, INC.

Filing Capacity
Include Existing
Items not assigned to a Position
Actual LFI
Nominal LFI
Actual LFF
Nominal LFF
8,712"
8,712"
726'0"
726'0"
C 2
F
B
C 5
F
B
C 5
F
B
C 2
F
B
C 1
C 3
C 5
F
B
C 1
C 1
C 5
F
B
C 2
F
B
C 2
F
B
C 3
C 1 C 1
C 1
C 2
F
B
C 3
C 1 C 1
C 5
F
B
C 2
F
B
C 5
F
B
C 2
F
B
C 1
C 4
C 5
F
B
C 5
F
B
C 2
F
B
C 2
F
B
C 2
F
B
C 2
F
B
C 2
F
B
C 1
C 4
C 1
H72"
72"x36" d14"
C 1
H72"
72"x36" d14"
C 3
H66"
66"x36" d26"
C 2-F
H36"
36"x36" d14"
C 4
C1
C3
C2
C5
C4
BK-01
13 1/4"
CH-12
CH-04
107
CH-05

STUDY A
26"
D-02
17'8"
CH-19
1'2"
14"
TRASH

MAKER / ACTIVITY SPACE
36" 36"

RECYCLE

RECYCLE
TRASH

MULTIPURPOSE
CH-19

STORAGE

LOCKERS
L-03
131
16 1/4"
6'0"
CH-01
123
"C3"
(1) 12"DP SLOPED BASE
SHELF W/INT. LOW-BACK
(4) HINGED PERIODICAL

DISPLAYS
(1) CANOPY TOP
EQUIPMENT STG.

TRASH
CH-07
CH-16

RECYCLE
T-04

RESTROOM B
T-13

LIVING ROOM
109

MULTIPURPOSE

YOGA MAT
CH-13
106
13 1/4"
103
5'4 1/4"
7'2 7/8"
T-12
CH-06
CAFE
CH-06
TRASH
0'8"
CH-19

CHANGING ROOM

CHILDREN'S AREA
T-03

CHANGING
T-12
36"
36"

CHANGING
ADMIN

FITNESS
36"
26"
CH-02
26"
6'0"

ORGANIC
RACK
CH-12
126
0'1 1/4"
T-13
12 1/4"
1'2"
150
CH-18
BENCH
CH-11
CH-19
T-10

ROOM B (ACC)
108
14"
CH-19
BK-01
118

TELECOM
124
T-13
3"
BK-01
"C1"
(1) 12"DP SLOPED BASE
SHELF W/INT. LOW-BACK
(4) 12" DP SHELVES
W/INT. LOW-BACKS
(1) CANOPY TOP
T-13
127
36"
9'0"
36"
36"
12 1/4"
1'2"
0'11 3/4"
120
36"
1'2"
T-04
26"
CH-07
D-01
36"
117
122 T-04
36"

SERVING AREA
T-12
SF-02
36"
15 1/4"
T-12 T-12

RESTROOM
(ACC)

ADULT COLLECTION
110B
14"
111
72"
110A
CH-17
116
12 1/4"
0'5 1/4"
CH-16
CH-17
CH-18
"C2"
(1) 12"DP SLOPED BASE
SHELF W/INT. LOW-BACK

PER SIDE
(4) 12" DP SHELVES
W/INT. LOW-BACKS

PER SIDE
(1) CANOPY TOP

READING/FITNESS
RACK
CH-01
100F
36"
141

ADJUSTABLE
0'8 1/2"
"C4"
(1) 12"DP SLOPED BASE
SHELF W/INT. LOW-BACK
(1) 12" DP SHELF
W/INT. LOW-BACK
(1) CANOPY TOP
L-03
D-01
T-14
T-14
CH-07
T-12
T-09
26"
CH-12
119
3"
T-12
CH-11
CH-06
T-13
CH-12

UTILITY
105
12 1/4"
CH-02
CH-18
36"
36"
36"
T-12
CH-19
T-12
TOTAL SHELVING WEIGHT (EMPTY): 4,440.71 LBS.
72"
36"
CH-18
CH-19

RESTROOM
36"
CH-16
0'8"

STUDY B
L-01

OFFICE A
109A
TRASH
14"
24" SPR. CL. REQ'D.

CAFE/SERVING
T-15
13 1/4"
D-01
26" 36"
115
CH-19
CH-12
T-08
17'8"
14"
125
130B
T-05
D-02
CH-01
12 1/4"
T-02
CH-01
T-01

STORAGE

CHANGING
RESTROOM C L-02
T-13

ADJUSTABLE
L-03
CH-19
CH-12
36"

CUSTODIAN
SF-01
CH-14
CH-04
CH-19
CH-19
9'0"
36"
9'4 1/8"
CH-06
T-12
36"
3"
T-12

ELECTRICAL
T-14
CH-18
36"
CH-11

RECYCLE
104
T-12
T-04

COURTYARD
RACKS
15'0"
36"
CH-01
T-15
CH-02
36"
3"

CORRIDOR
0'3 1/8"

MOVABLE
UP
"C5"
(2) 12"DP SLOPED BASE
SHELF W/INT. LOW-BACK

PER SIDE
(4) 12" DP SHELVES
W/INT. LOW-BACKS

PER SIDE
(2) CANOPY TOPS
(6) CASTORS
1'2"
CH-01
66"
T-03
36"
T-13
112
9'0"
12 1/4"

STORAGE
ROOM A
T-15
T-07
BENCH
D-01
CH-07
16 1/4"
C5

RECYCLE
130
26"
T-15
T-09
3'9"
13 1/4"
130C
12 1/4"
CH-18
113

WOMEN'S
CH-07
128
102
CH-01
CH-07
9'0"
D-01
15'7 3/4"
36"
CH-19

COURTYARD
UP
36"
121
1'6"
D-01
CH-18
TRX
CH-06
2'11 3/4"

DUMBBELL
129
CH-18
T-09
CH-01
10 1/4"
140
12 1/4"
12 1/4"
MEN'S

RESTROOM A

OFFICE B
ROOM C
26"

MECH / FIRE RISER

ATTACHMENT B
City of Stockton
Legislation Text
File #: 22-0584, Version: 1

ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT WITH STEPHENS MARINE INC. AT 4950 BUCKLEY COVE WAY

RECOMMENDATION
It is recommended that the Stockton City Council adopt a Resolution:

1. Authorizing the City Manager, or designee, to execute a twenty-five (25) year lease with Stephens Marine, Inc. for property located at 4950 Buckley Cove Way (known as Riverpoint Landing Marina).

2. Authorizing the City Manager, or designee, to take all appropriate actions to carry out the purpose and intent of this Resolution.

Summary
This action will authorize the City Manager to execute a twenty-five (25) year lease with lessee’s option of an additional twenty-five (25) year extension, not to exceed a cumulative lease term of 50 years, with Stephens Marina, Inc. (attached as Exhibit I to the Resolution) for the property located at 4950 Buckley Cove Way in Stockton, also known as Riverpoint Landing Marina (Riverpoint), (Attachment A - Vicinity Map).

DISCUSSION
Background
The property located at 4950 Buckley Cove Way is under the City’s stewardship, granted by the State Lands Commission (Chapter 1700, Statutes of 1965) in furtherance of navigation, commerce, and fisheries. The land may be leased by the City so long as the use of the land continues to fall within the guidelines of water navigation, recreation, and/or commerce that supports such activities. The property is adjacent to Buckley Cove Park and Buckley Cove Public Boat Launch, and in near vicinity to Pacific Boat Services, Inc. and the Stockton Sailing Club. Within the property is a marina with more than 100 covered boat slips, 32 RV camping sites, 124 dry dock storage spaces, marina fuel dock, and supporting marina spaces such as laundry room, community recreation room and picnic area.

Stephens Marina, Inc. currently holds the lease with the City and has operated the marina since 1974 (Attachment B - Original lease C-74-12-27).

Present Situation
The City received written notice that the current operators of Riverpoint Landing wanted to enter into a new lease for the continued operation of the facility, prior to the current lease expiration in City of Stockton Page 1 of 3 Printed on 7/20/2022
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File #: 22-0584, Version: 1
December 2024. As a result, the City entered into negotiations with the current operator, as required by the terms of Amendment 1 to the original lease, (Attachment C - C-87-06-29). The City has negotiated the new lease terms using market findings learned from the recently executed marina lease with Pacific Boat Services, Inc. The terms of the new lease took into account market findings, the good standing of the current lessee (Stephens Marine Inc.), and the current quality of the Riverpoint property.

Included in the new lease is an extensive capital investment schedule by Riverpoint, estimated to begin within the first year of the lease. The total capital investment by the lessee is estimated at $1.68 million, while monthly rent payments will exceed $1.7M over the 25 year term.

The following are the key financial terms of the proposed lease agreement:

1. Term will be for 25 years initially with lessee option to extend for an additional 25 years, exercisable after year 15.

2. Rent
· Years 1-15, monthly lease payment of 5% gross or minimum of $5,000 whichever is greater, plus $.015 per gallon of fuel sold.
· Years 16-25, 6% of monthly gross or minimum of $7,000 whichever is greater, plus $.015 per gallon of fuel sold.

3. Lessee will invest in capital project upgrades including new electrical service to camp sites ($295K), asphalt replacement including curbs ($250K), and increased guest dock mooring area ($135K), by the end of 2026.

4. Lessee will participate in the cost to dredge the water inlet to the three properties along the shore at one-third (1/3) of cost, up to $1,000,000; ($500,000, if full project cost is less than $2.5M). Payment will be made to the City on a percent to completion basis, during the initial term.

PUBLIC NOTICE
As required, a “Notice of Intent to Grant or Lease Real Property Interest” in accordance with the provisions of Article V, Section 510, of the Charter of the City of Stockton was advertised in The Record on July 6, 2022.

FINANCIAL SUMMARY
The terms of the monthly lease payments will be administered as follows:

Rent
· Years 1-15, monthly lease payment of 5% gross, minimum of $5,000, plus $.015 per gallon of fuel sold.
· Years 16-25, 6% of monthly gross, minimum of $7,000, plus $.015 per gallon of fuel sold.

City of Stockton Page 2 of 3 Printed on 7/20/2022
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File #: 22-0584, Version: 1
City will also receive up to $1.0 million dollars or 1/3 of the total cost for dredging the Buckley Cove inlet during the City-managed dredging project. This is an upcoming project required to maintain a passable depth for boats to the three marina properties (Riverpoint, the City-operated boat launch, and Pacific Boat Services, Inc.). The lease also includes additional capital investment in the property estimated at $680,000, though investment will be funded and managed directly by the lessee.

Monthly lease proceeds will be deposited into Economic Development’s Boat Launch Fund, Marina Division, Property Rentals account.

Attachment A - Vicinity Map
Attachment B - Original lease C-74-12-27
Attachment C - First Amendment Lease C- 87-06-29
Attachment D - Second Amendment Lease C-99-03-25
Attachment E - Third Amendment to Lease C-74-12-27
City of Stockton Page 3 of 3 Printed on 7/20/2022
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City of Stockton, CA
\\arroF

STOCKTON

MAP FOR REFERENCE ONLY

NOTA LEGALDOCUMENT
City of Stockton, CA makes no claims and no warranties. expressed or implied, concerning the validity or accuracy of the GIS data presented on this map.

Geometry updated 06/08/2022
Data updated 06/02/2022
June 10, 2022
Print map scale is approximate.

Critical layout or measurement
activities should not be done using
this resource.

ATTACHMENT A
A - R. S. Bk. 29 Pg. 1J6
B - R. S. Bk. 22 Pg. 059
C - R. S. Bk. JO Pg. 179
D - R. M. Bk. JO Pg. 069
E - P. M. Bk. 21 Pg. 154

THIS MAP FOR

ASSESSMENT USE ONLY
(Bk\ \!.!!)
L
... oo· LANE
---Aff'IIX. lOCAllON T.2N. R.6£.
r - -------------
, t:J i � 6 T.IN. R.6£.
118-20
HIGHEST A.P.N. USED
YtAR PAR. I PAR. I PAR. N
97-98 ,2
2001 IJ
: : : CIT'( OF STOCKTON
;: 1;: Assessors Map Bk. 118 Pg. 20
I
1 County of San Joaquin, Calif.
e

ATTACHMENT A

ATTACHMENT B

ATTACHMENT C

ATTACHMENT D

CONTRACT ROUTING FORM
□Original Contract �Amendment/Renewal/Change Order D Grant □Subdivision Agreement O0ther Council approval required? Yes D No Jgi If no, provide account# _N_/_A ________ (Council approval required for contracts over $29,685 for FY 08/09) Approved by Council on: NIA Scheduled for Council on: _N_A _____ _ Resolution No: _3\ '3'li I i·r· oz,..( rgjCopy Attached + 'l'=t-� 00'2�
I Notary Required? Yes D No� Recordation Required? Yes D No@ Contract Title: Third Amendment to Lease - �1.-£.-t:-k:{;'J <>v� Project start date Spring 2009 Estimated Completion date Summer 2009 Vendor/Other Party Stephens Marine, Inc.

Contract �unt@A ::S---,, 1, 1
,
Dept: R . Project Mgr: Mike Wallace ext� Staff: Joe Mulligan Vendor/Other Party Signed (2) Originals on ______ _ (Construction Contracts signed by vendor after Council Approval) ext8059
The following documents shall be submitted with the signed contract when required:
· Business License Required? Yes !RI No D Business License No . .Jm �• f"1.. l'Y'(1Vr\,I,) Vwt!.U Insurance Required? Yes� No D O ·
Bonds Required? Yes D No 12'1
City Attorney � // Approved as to F�
111 and Content on .S. d 1 't)�
Forwarded to fx',_J.S/..!., on: s5--o2(k09 by
by£:Tfl
Risk Services
Insurance Approved on: 5 -,.;>o--oq
Bonds Approved on:

I&] Risk Services Review exempted (see attached)
by JP
Forwarded to City Manager's Office on:

RM# �/djbypt/\/
City Manager
V' Signed by City Manager on: _ ____,i---"--
Forwarded to City Clerk's Office on:

City Clerk
City Clerk attested on: Q/o-- f0---09 a Returned one original to Originating Dept. on: 0/4 ✓(Q / 0 I Retained .Qllil. original for City's file
Originating Department
Requisition No. NA Original sent to vendor on: 2-24-09
Copy of contract sent to Purchasing on NA by A
I Purchasing
Purchase Order# NA PUR# NA
G:\CM\prlv\_Staff_\Agenda Preparation - Intranet files\contract routing form 091008.doc September 10, 2008
by Mike Wallace

ATTACHMENT E

ATTACHMENT E
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT WITH STEPHENS MARINE INC. AT 4950 BUCKLEY COVE WAY The property located at 4950 Buckley Cove Way is under the City’s stewardship, granted by the State Lands Commission (Chapter 1700, Statutes of 1965); and The current City lease for the property known locally as Riverpoint Landing, will expire on December 31, 2024; and
Stephens Marine Inc. desires to again lease the property located at 4950 Buckley Cove Way, starting upon execution, for a twenty-five (25) year period with lessee’s option to extend for twenty-five (25) additional years; and In addition to lease payments for use of the property, Stephens Marine, Inc. will also invest an estimated $1.64 million by the end of 2026 to improve the property; and The City has published notice of its intention to lease with Stephens Marine Inc. in conformity with Article V, Section 510 of the Charter; now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

1. The City Manager, or designee, is hereby authorized to execute a 25-year Lease Agreement, with lessee’s option for 25 additional years, between the City of Stockton and Stephens Marine, Inc., to lease the property on 4950 Buckley Cove Way, attached as Exhibit 1 and incorporated herein by this reference.

2. The City Manager, or designee, is hereby authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED July 26, 2022 .
_______________________
KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton

LEASE AGREEMENT
FOR 4950 BUCKLEY COVE WAY
This Lease ("Agreement") is made and entered into on _______________________ (“Effective Date”) by and between the City of Stockton ("Lessor"), a municipal corporation organized and existing under the laws of the State of California and STEPHENS MARINE, INC, DBA RiverPoint Landing Marina & Resort, A California Corporation ("Lessee"), for the purpose and use of 4950 Buckley Cove Way, Stockton CA. The Lessor and Lessee may be referred to collectively as "Parties" or in the singular as "Party" as the context requires.

ARTICLE 1: PREMISES
”Premises” refer to the property at 4950 Buckley Cove Way, a full description is included in Exhibit A, which is approximately 13.35 acres of land and is under the City’s stewardship, granted by the State Lands Commission (Chapter 1700, Statutes of 1965). Lessee shall use the Premises for the purpose of operating and managing docks (and ancillary improvements) used to provide secure moorings and other services for boats (collectively, the “Marina”), as well as a dry-dock storage and RV camping facility. The Premises are within an area commonly known as “Buckley Cove”.

ARTICLE 2: TERM, TERMINATION, AND DEFAULT

2.1 Initial Term. Parties agree the Lessor will lease the Premises to the Lessee for a Term of twenty-five (25) years beginning on the date stated above (“Initial Term”), unless terminated in accordance with Section 2.4 or the Lessee exercises its option in accordance with Section 2.2.

2.2 Option for Renewal Term.

2.2.1 Lessee shall have the option but not the obligation to extend the Initial Term for an additional twenty-five (25) years. Lessee may exercise this option anytime beginning on or after the sixteenth (16th) year of the Initial Term, but in no event less than 180 days prior, to the last day of the Initial Term. Lessee may not exercise this option if at the time of exercise there exists an uncured Lessee default under the terms of this Agreement. Lessee may exercise its right to extend the Initial Term by providing notice to Lessor pursuant to the provisions of this Agreement.

2.3 Holdover. This Lease shall terminate without further notice at expiration of the term. Any holding over by the Lessee after expiration shall not constitute a renewal or
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1578063-8
EXHIBIT 1
extension or give Lessee any rights in or to the Premises except as otherwise expressly provided in this Agreement.

2.4 Termination of Lease. This Lease can be terminated in accordance with the following provisions:

2.4.1 Breach. This Agreement may be terminated for breach according to Article 8;

2.4.2 Option renewal is not executed. If Lessee does not exercise its option to renew the Lease (as provided in Section 2.2 above), the Lease shall terminate without further obligation by either Party on the last day of the initial term or another date as mutually agreed upon in writing;

2.4.3 Mutual Agreement. Upon mutual written agreement by the parties;

2.4.4 Damage and Destruction. If the Premises become unusable for the intended purpose because of condemnation, Lessee shall have the right to terminate the Lease thirty (30) days from the date of damage; and

2.4.5 Surrender. Upon expiration or other termination of this Lease, Lessee shall surrender the Premises in good clean condition except as provided to the contrary by provisions of this Agreement. All property that Lessee is required to surrender shall become Lessor’s property at termination of the lease. All property that Lessee is not required to surrender but that Lessee does abandon shall, at Lessor’s election, become Lessor’s property at termination. Upon surrender Lessor may cause the removal of abandoned property, at Lessee’s expense, that Lessor does not elect to possess. If Lessee fails to surrender the premise at the natural expiration or sooner termination of this Agreement, Lessee shall defend and indemnify Lessor from all liability and expenses resulting from the delay or failure to surrender, including, without limitation, claims made by any succeeding tenant founded on or resulting from Lessee’s failure to surrender.

ARTICLE 3: LEASE AND OTHER PAYMENTS

3.1 Lease Payments. Lessee will pay Lessor a monthly amount, in arrears, on the twentieth (20th) day of each calendar month, and no later than the last day of each month according to the following payment schedule and in accordance with Section 3.1.1, Section 3.2, Section 3.3, Section 3.4, and Section 3.5. Lessee shall pay to Lessor without abatement, deduction or offset the following sums:
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1578063-8
EXHIBIT 1
Phase 1 Years
1 – 15
Either (a) 5% of Monthly Gross
Income, excluding fuel or (b)
$5,000, whichever of the two is
greater, plus $.015 per gallon
of fuel.

The Phase 1 amount shall be
paid, in arrears on the 20th day
of each calendar month for the
prior month’s rent through the
end of Phase 1.

Phase 2 Years
16 – 25
Either (a) 6% of Monthly Gross
Income, excluding fuel or (b)
$7,000, whichever of the two is
greater, plus $.015 per gallon
of fuel.

Beginning Phase 2, the amount
shall be paid, in arrears on the
20th day of each calendar
month for the prior month’s rent
through the end of Phase 2.

3.1.1 Minimum Monthly Rent. For the avoidance of doubt, during Phase 1, rent shall never be less than $5,000 per calendar month. Beginning Phase 2, rent shall never be less than $7,000 per calendar month.

3.2 Payment Verification. The Lessee will ensure proper accountability and internal control of all revenues collected and provide marina gross revenue reports on a monthly basis, without notice or demand from Lessor. The Lessee will simultaneously pay the rent specified above.

3.3 Delivery of Lease Payment. Each monthly payment will be delivered to the City of Stockton, located at 400 E Main Street, 4th Floor, Attention: Parking & Venues Division, Stockton, CA 95202, or delivered to other such places designated via written notice by Lessor, or paid to Lessor via electronic funds transfer.

3.4 Delayed Lease Payment. Any payment received after the tenth of any month will be considered late and subject to a late payment penalty of $100.00 for each calendar month until cured.

3.5 Premises Operation Gross Revenues. Gross income consists of the total, as determined under the accrual method of accounting, of all actual prices and rents charged for merchandise, services, rentals or subleases or any combination thereof, whether wholly or partly for cash or on credit, and all other receipts from all business conducted on or from the Premises, including but not limited to all (a) deposits not refunded; (b) orders taken on or from the Premises to be filled or paid for elsewhere; (c) rents or other considerations passing to Lessee from subtenants, concessionaires and licensees; (d) considerations to Lessee for the placing of coin-operated or other vending, weighing, and other devices on the Premises; and (e) considerations received by the Lessee from the operation of communication services (e.g. WiFi) on the Premises. Each transaction on 2022 Stephen Marine, Inc., dba RiverPoint Landing Lease Agreement

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1578063-8
EXHIBIT 1
2022 Stephen Marine, Inc., dba RiverPoint Landing Lease Agreement

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1578063-8
credit or installation shall be treated as a transaction for the full price in the lease year in which the sale is made, irrespective of whether paid for within that year.

3.5.1 Exclusions From Gross Income Excluded from gross income, or subtracted if previously included, shall be:
a. All uncollected credit installment balances determined and shown on the Lessee’s books to be uncollectable;
b. All sums collected and paid out of sales taxes, luxury taxes, excise taxes, and similar taxes required by law to be added to the total purchase price, whether now or hereafter enforced, to be collected from customers and paid by Lessee;
c. Merchandise transferred or exchange between other stores or warehouse owned by or affiliated with Lessee if those transfers or exchanges are made solely for convenience operation of Lessee’s business and not for the purpose of consummating a sale previously made on or from the Premises or for the purpose of depriving Lessor of the benefit of a sale that otherwise would be made on or from the Premises;
d. Merchandise returned to shippers and manufacturers;
e. All credits and cash refunds made on any sale that took place on or from the Premises;
f. All cash or credit received in settlement of any claims for loss of or damage to merchandise;
g. Gift certificates or like vouchers, if not issued for value, until the time they have been converted into a sale by redemption;
h. The portion of the purchase price by which the price is actually reduced for merchandise traded in for credit;
i. Bulk sales made by the Lessee not in the ordinary course of business, except sales of merchandise traded in for credit; and
j. Any income or receipts that, under generally accepted accounting principles are derived from the sale or disposal of any capital assets, or from the retirement of any indebtedness, or from the Lessee’s EXHIBIT 1
investment or any funds not invested in the Premises or the operation of Lessee’s business within the premise.

3.6 Records – Audit. Lessee shall keep true and correct records of all gross income.

The records to be kept includes sales slips, unbilled accounting documents, ledgers, cash register tapes, bank deposit receipts, sales tax returns, sales books, bank books, and other records reasonably necessary to verify the gross income stated in Lessee's statements to Lessor. All records shall be kept at the Premises (or stored electronically) for not less than five (5) years after delivery of the required monthly report; provided that each party may at reasonable times remove any or all records or permit or cause them to be removed for legal or accounting purposes or for other purposes consistent with these provisions and this Agreement.

Lessor will have the right, at any reasonable time and from time to time after giving reasonable notice, to do any or all of the following to audit the records; to cause an audit of the records to be made; to make abstracts from the records; to make copies of any or all of the records; to examine any or all wharfage agreements, subleases, licenses, and concession agreements; and to make copies of any or all said documents. Lessee shall make all records specified in the notice available at the time specified in the notice, if reasonable, and at the place where the records are to be kept, or Lessor may remove any or all records to a place or places reasonable and agreeable for the purpose. All information so obtained by Lessor or otherwise obtained under the percentage rent provisions of this Agreement shall be treated as confidential except as required under the California Public Records Act (“PRA”), in any litigation or arbitration proceedings between the parties and except, further, that Lessor may divulge the information to a prospective buyer or encumbrancer of the promises or of Lessor's interest in the lease or to a governmental agency or employee demanding the information. Upon receiving a PRA request from a third party for disclosure of information obtained by Lessor pursuant to this Agreement, Lessor shall provide notice to Lessee of the request prior to any requested disclosure so as to provide Lessee a meaningful opportunity to seek a court order or other remedy to preclude disclosure, and Lessor shall reasonably cooperate with Lessee in those efforts.

If the audit discloses that the gross income was understated by more than five percent (5%), Lessee shall immediately pay the additional percentage rent to Lessor plus the reasonable cost of the audit, or the then late payment penalty as described in section

3.4; whichever is greater.

3.7 Negation of Partnership. Nothing in this Agreement shall be construed to render the Lessor in any way or for any purpose a partner, joint venture, or associate in any relationship with Lessee other than that of landlord and tenant, nor shall this Agreement be construed to authorize to act as agent for the other. 2022 Stephen Marine, Inc., dba RiverPoint Landing Lease Agreement

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EXHIBIT 1
2022 Stephen Marine, Inc., dba RiverPoint Landing Lease Agreement

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1578063-8

3.8 Lessee’s Covenant of Best Efforts. Lessee will use its best efforts to maximize Lessee’s gross revenue, and to that end, Lessee shall continuously during the entire term conduct and carry on its business on the Premises and shall keep said Premises open for business and cause said business to be conducted therein during each and every business day of the term of this Agreement, not less than eight (8) hours a day, nor less than three hundred (350) days a year. Lessee agrees to operate said business on the Premises with due diligence and efficiency in a like manner as comparable businesses.

3.9 Utilities, Trash and Debris. Lessee will be responsible for all utility costs including, but not limited to, electricity, sewer and water, in connection with the operation of the Premises .

3.9.1 Lessee will be responsible for the cost of storage, removal and disposal of all refuse and garbage generated from marina operations. Disposal of all refuse left by patrons on the Premises is the sole responsibility of the Lessee.

3.10 Taxes and Assessments. Regarding all real and personal property taxes; general and special assessments; possessory interest tax; and other charges of every description levied on or assessed against the Premises,, improvements located on the Premises, personal property located on or in the land or improvements, the leasehold estate, or any sublease hold estate, to full extent of installments falling due during the term, whether belonging to or chargeable against Lessor or Lessee: Lessee shall make all such payments direct to the charging authority before delinquency and before any fine, interest, or penalty shall become due or be imposed by operation of law for their nonpayment. If, however, the law expressly permits the payment of any or all of the above items in installments (whether or not interest accrues on the unpaid balance), Lessee may, at Lessee's election, utilize the permitted installment method, but shall pay each installment with any interest before delinquency.

ARTICLE 4: USES AND LESSEE DUTIES

4.1 State Grant – Public Trust. The property is held by the Lessor under a grant from the State of California to Lessor, and are subject to a public trust for navigation, commerce and fishing pursuant to Chapter 1700 of the Statutes of 1965 of the State of California.

Nothing contained in this Agreement shall be construed to authorize any use by Lessee which would be violative of the public trust under which Lessor holds the Premises. Any such lease made by the City, will contain, in addition to terms and conditions deemed necessary by the City, the following provisions:

4.1.1 The lease may be terminated by the City upon material violation of any of the provisions of this Agreement by Lessee, subject to any cure provisions provided herein; and
EXHIBIT 1
2022 Stephen Marine, Inc., dba RiverPoint Landing Lease Agreement

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1578063-8

4.1.2 Neither this Agreement nor the Premises may be assigned, transferred or sublet without the prior written consent of the City, excluding use agreements for RV parking, Dry-dock storage, and boat berthing.

4.2 Permitted and Non-Permitted Uses. Lessee shall use and permit the use of the Premises for a public small boat harbor for recreational boating, facilities for recreational vehicle camping, dry dock storage space, other recreational purposes, and related activities including but not limited to restaurant, ship chandlery, boating, and engine repair. The Premises shall not be used primarily for ship or boat building.

All the permitted uses are subject to obtaining any necessary permits or licenses.

Lessee shall not knowingly permit the use of the property for any illegal or otherwise prohibited purpose or for any purpose that:

4.2.1 Could void or render voidable any policy of insurance held by both parties;

4.2.2 Could render uncollectible any loss insured under any insurance policy held by both parties;

4.2.3 Would materially reduce the value of the property; and

4.2.4 Would otherwise be in violation of any governmental restriction such as CA Division of Boating and Waterways, State Lands Commission (Chapter 1700, Statutes of 1965), Boating Clean and Green and Hazardous Waste, California Coastal Commission, CA Department of Parks, Cal OSHA, and all federal, state, and count marine-related regulations.

4.3 Duties and Obligations of Lessee. Without limiting duties or obligations of the Lessee described in more general terms elsewhere in this agreement, Lessee will assume sole responsibility for the daily operation of the Premises and at a minimum be responsible for the following:

4.3.1 Develop a comprehensive plan for managing, marketing, operating, and maintaining the Premises and the additional permitted use as described in Section 4.2.;

4.3.2 Include regularly schedule hours of operation and determine how the Premises will be accessible to the public/customers;

4.3.3 Provide and maintain necessary equipment to perform operations including, but not limited to, transporting vessels, slip rentals, floating docks, and general recreational and Marina maintenance as outlined herein; EXHIBIT 1
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4.3.4 Maintenance and repair according to Article 5;

4.3.5 Provide all staff, equipment, vehicles and materials for the use and maintenance of all docks, gangways, fuel lines and dock, landscaping, hardscape, RV sites, electrical, pump-out facilities, and associated parts of the dock system and surrounding property;

4.3.6 Maintain current licenses and registrations for all equipment and ensuring all personnel who operate such equipment possess current licensure/certification, qualification, or competency as required by federal, state, and local laws;

4.3.7 Submit verification and copies of all up-to-date licenses and certifications as requested by the City/County/State and other regulatory agencies, as required;

4.3.8 Maintain all records and reports that pertain to the management and operation of the Premises including, but not limited to wet slip tenants, vessel storage tenants, launch/retrieval operations, security activities, financial and management/operational issues, maintenance records, transient slips and interim rentals, and environmental and regulatory fees and permits;

4.3.9 Ensure all vessels berthed and/or stored within the Premises are always properly maintained and in a clean and safe condition. All vehicles that do not meet the above criteria, will be promptly removed from the Premises Lessee will request copies of each vessel’s current registration and proof of insurance when preparing new and/or renewed moorage and/or storage contracts. Such records will be maintained by the Lessee and available for review by the Lessor, annually or upon request;

4.3.10 Develop, establish, administer, and ensure compliance with mooring and storage contracts to be entered into by the Lessee with each tenant on the premise;

4.3.11 Prepare a set of rules and regulations and prepare a copy for the City subject to the City’s review within thirty (30) days of execution of this Agreement. Such rules and regulations shall be provided to all tenants.

These rules will be modified or amended to remain in compliance with state and local laws and regulations;
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4.3.12 Lessee will be responsible for all employees’ and agents’ wages, benefits, insurance, and taxes in accordance with state policies and procedures;

4.3.13 Lessee will be responsible for the cost of training and licensing staff, required to conduct operations on the premise. Under no circumstance will the Lessee’s employees, implied or otherwise, become employees of the City;

4.3.14 Lessee will be responsible for all office furniture, landscaping equipment, operational supplies, materials, equipment, systems, and services utilized in the operation and management of the Premises;

4.3.15 Lessee will allow the Lessor and its agents to enter the property in case of emergency and to examine the leased Premises at reasonable times and further provide necessary keys or required access as may be required; and;

4.3.16 No temporary structures or mobile units, except those recreational vehicles which are parked in designated locations, shall be permitted to remain on the Premises, except: (i) in connection with and incidental to the construction of permanent improvements, or (ii) in connection with the provision of security services to the Premises (provided, however, no such temporary structure or mobile unit may be used for residential housing, and instead must be used only for business purposes by employees or independent contractors of Lessee in the course of performing security services on or about the Premises).

4.4 Environmental Obligations. The Lessee will adhere to all applicable federal, state, local environmental and safety laws, rules, regulations, policies, requirements and;

4.4.1 Will establish and communicate an environmental policy for operations and boater activity, including allowable and prohibited boater maintenance, to all Marina and/or recreational customers;

4.4.2 Ensure that an area is designated for used oil, used oil filters, and used bilge pad. The Lessee will maintain on the Premises enough absorbent materials for use in case of chemical or oil spills. In the event of any actual or suspected spill of any chemical, petroleum product, or wastewater, the Lessee must immediately notify regions’ designated protocol, as well as the City, and immediately take all measures necessary to control the spread of the spilled material, and to clean it up;

4.4.3 All waste materials must be disposed of properly and in accordance with City, State and Federal requirements;
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4.4.4 Lessee will have environmental services on-call in the event that there is an environmental hazard greater than what the Lessee is prepared for;

4.4.5 Provide the City with the record of any and all environmental hazards within a 24-hour period and by the following business day after weekends and/or holidays;

4.4.6 Will establish a recycling program for paper, plastics, glass, zinc and other metal anodes, used oil, and any other recycling materials, per state and county regulations;

4.4.7 The Lessee will not permit the storage of any hazardous substances or materials, including, but not limited to illuminating oils, oil lamps, turpentine, benzene, or other similar substances, or any substance or material prohibited by the standard policies of fire insurance companies in California; and

4.4.8 Lessee will prohibit the use of fireworks, firework displays, or any pyrotechnics, on the Premises.

4.5 Vehicle and Vessel Monitoring/Inspection. Lessee will keep true and comprehensive records of all vehicles and vessels stored/berthed within the Premises that reflect tenant occupancy and slip assignment, and ensure that no vehicle or vessel is in such condition that it may list, capsize, sink, or release electric current, fuel, motor oil, human waste, or any other hazardous material or pollutant on the Premises and/or water. Any vehicle or vessel that presents a safety or environmental hazard must be addressed immediately.

The Lessee will perform visual inspections of all vehicles and vessels upon initial and all subsequent slip assignment, and at appropriate frequencies thereafter. Furthermore, the Lessee is also required to ensure the vehicles and/or vessels are registered, documented, and insured, as well as in compliance with berthing or other relevant requirements applicable by the permitted use, referenced in section 4.2, as set forth in the Lessee’s mooring, storage or reservation agreements.

In such case it is needed, the Lessee will terminate agreements as necessary and ensure vehicle and vessels leave the Premises, with the use of lien-sale remedies if/when necessary.

4.6 Security. Upon execution of this agreement, Lessee will provide commercially reasonable security measures to protect the Premise’s patrons, guests, and employees from disturbances or other occurrences that may be attributable to the Premise’s 2022 Stephen Marine, Inc., dba RiverPoint Landing Lease Agreement

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operations. When property is secured, copies of all pass codes and keys will be supplied to the City.

4.7 Signage. The Lessor reserves the right to erect, remove, or change signs at the Premises as it deems necessary and desirable for the convenience of the public and in accordance with federal, state, and local regulations. No exterior signs shall be erected, removed, or changed by the Lessee without prior written approval of the Lessor.

ARTICLE 5: REPAIRS AND MAINTENANCE OF FACILITIES, EQUIPMENT, AND

IMPROVEMENTS

5.1 Repairs by Lessee. By taking possession of the Premises, Lessee will be deemed to have accepted the Premises in “as is” condition. Throughout the term of the contract and at the sole cost and expense of the Lessee, Lessee will maintain the Premises and all improvements in good condition and repair in accordance with all applicable laws, rules, ordinances, orders, and regulations of federal, state, county, and municipal agencies.

5.2 Maintenance. Throughout the term hereof and at Lessee’s sole cost and expense, provide custodial/janitorial services to all facilities on the Premises, including temporary bathroom facilities; remove and dispose of all abandoned or derelict vessels; provide an annual inspection and maintenance schedule to prevent deterioration of facilities; maintain the Premises and all improvements in good condition and repair in accordance with all applicable laws, ordinance, and regulations; promptly and diligently repair, restore, and replace as required to maintain or comply as above, or to remedy all damage to or destruction of all or any part of the improvements, resulting wholly or in part from causes required by this agreement to be covered by or extended insurance coverage.

The completed work of maintenance, compliance, repair, restoration, or replacement will be equal or greater in value, quality, and use to the condition of the improvements before the event giving rise to the work. Lessor will not be required to furnish any services of facilities or to make any repairs or alterations of any kind in or on the Premises.

5.3 Equipment. The Lessee will be responsible to provide any and all tools, fixtures, furnishing, equipment and other appurtenances necessary to successfully operate the Premises in accordance with the terms of this agreement.

5.4 Improvements, New Construction, Demolition, and Alterations. Except as otherwise expressly provided in this Agreement, Lessee will not, without Lessor's prior written consent, enlarge, remove, demolish, replace, or substantially alter any substantial improvement now or hereinafter in place on the Premises if the change would materially diminish its value or if the change would materially affect the appearance of the Premises. 2022 Stephen Marine, Inc., dba RiverPoint Landing Lease Agreement

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5.4.1 Lessee’s Duty to Complete Capital Improvements. Lessee agrees to complete, at its sole cost and expense, and in compliance with all applicable laws and building codes, the following capital improvements to the Premises:
a. On or before the end of 2Q 2024, provide new electrical service to the RV campground, sites 12-30 (inclusive): 50A/30A electrical hookup for each site (estimated cost to complete this improvement is $220,000).
b. On or before the end of 2Q 2025, modify and improve existing electrical service to the RV campground, sites 1-11 (inclusive), 31, and 32: 50A/30A electrical hookup for each site (estimated cost to complete this improvement is $75,000).
c. On or before the end of 3Q 2023, replace asphalt and curbs, east side of Premises (estimated cost to complete this improvement is $125,000).
d. On or before the end of 3Q 2024, replace asphalt and curbs, west side of Premises (estimated cost to complete this improvement is $125,000).
e. On or before the end of 3Q 2026, improve access to fuel dock by adding a +/-65’ linear guest dock anchored to the northwest portion of the Premises, adjacent to the existing fuel dock (estimated cost to complete this improvement is $135,000); to the extent Lessee is unable to obtain all permits necessary to complete this improvement, Lessee will provide written notice to Lessor describing one or more alternative improvements to the Premises of equal or greater cost, which Lessee will complete by 3Q 2026.

5.4.2 Dredging. Lessor and Lessee agree that dredging of (i) the shared channel to the north and leading to the Marina, and (ii) the waters in and around the Marina and those waters serving improvements east of the Marina not belonging to or operated by Lessee (i.e., Lessor’s boat launches, and docks operated by Pacific Boat Services, Inc.) will be necessary within the first five (5) years of this Lease (the “Dredging Project”).

Lessor and Lessee agree that the Dredging Project will benefit Lessor, Lessee, and others within Buckley Cove, as, among other things, it will allow vessels, including those with larger drafts, better access to the Marina, Lessor’s boat launches, and Pacific Boat Services, Inc.’s improvements. Accordingly, Lessor and Lessee further agree as follows:
a. Lessor will lead the Dredging Project, and will be the party contracting all work related thereto. Lessor will process all funding and financial segments of the Dredging Project, including disbursement of payments EXHIBIT 1
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to contractors performing work related to the Dredging Project. Within sixty (60) days of signing this Lease, Lessor will commence development of a plan for the Dredging Project, which plan will include a list of major pre-work milestones (e.g., scoping, funding allocation, identification of potential contractors, deadline for submission of Requests for Proposals, etc.) and an estimated timeline for completion (collectively, the “Plan”). Lessee will provide assistance in developing the Plan, and Lessor will provide to Lessee a status report on the Plan and the Dredging Project on or before the date that is sixty (60) days after the Effective Date and continuing every sixty (60) days thereafter until the Dredging Project is completed. Lessee will pay to Lessor up to $75,000 to complete the Plan, in five (5) increments of $15,000 each, the first beginning on the date that is sixty (60) days after the Effective Date, and continuing every 60 days thereafter provided Lessor makes diligent and meaningful progress towards finalizing the Plan (collectively, “Plan Funding”). The Plan Funding will be credited dollarfor-dollar to Lessee’s contribution obligation set forth in Section 5.4.2.d, below.
b. Prior to entering into any contract with a third party for work relating to the Dredging Project, Lessor will consult with Lessee as to the selection of the contractor to perform such work, the timing and scope of such work, and other terms and conditions of a contract.
c. Lessor will use its best efforts to initiate and complete the Dredging Project within five (5) years of the date of this Agreement. d. Lessee will reimburse Lessor up to one-third (1/3), not to exceed five hundred thousand dollars ($500,000), of the full cost of the Dredging Project; provided, however, if the full cost of the Dredging Project exceeds $2,500,000, Lessee’s not to exceed contribution amount shall instead be one million dollars ($1,000,000).
e. The actual payment schedule for Lessee’s contribution detailed in Section 5.4.2.d. above will be determined at or before the commencement of the Dredging Project by and between Lessor and Lessee, and will generally follow a progress payment schedule that reflects the amount of work then completed. Lessee will deposit two hundred fifty thousand dollars ($250,000) with Lessor prior to commencement of the Dredging Project upon ninety (90) days’ written notice from Lessor, which deposit will be credited to Lessee’s contribution. Full payment of the balance of Lessee’s contribution must occur no later than ninety (90) days after Dredging Project completion.

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5.5 Conditions of Construction. Before any substantial work of construction, alteration, demolition, or repair is commenced on the Premises, and before any building materials have been delivered to the Premises by Lessee or under Lessee's authority, Lessee will comply with the following condition or procure Lessor's written waiver of the condition or conditions specified in the waiver:

5.5.1 Obtain Lessor’s written approval of preliminary plans and specifications and obtain all necessary permits for construction.

5.6 INTENTIONALLY OMITTED.

5.7 Soil Conditions. Lessor makes no covenants or warranties respecting the condition of the soil or subsoil or any other condition of the Premises.

5.8 Right to Contest Governmental Order. Lessee has the right to contest by appropriate judicial or administrative proceedings, without cost or expense to Lessor, the validity or application of any law, ordinance, order, rule, regulation, or requirement (hereinafter called law) that Lessee repair, maintain, alter, or replace the improvements in whole or in part, and Lessee shall not be in default for failing to do such work until a reasonable time following final determination of Lessee's contest. Lessor may, upon notice, require Lessee to first furnish Lessor a bond, satisfactory to Lessor in form amount, and insurer, guaranteeing compliance by Lessee with the contested law and indemnifying Lessor against all liability that Lessor may sustain by reason of Lessee's failure or delay in complying with the law. Lessor may, but is not required to, contest any such law independently of Lessee. Lessor may, on Lessee's notice of request , join in Lessee's contest.

5.9 Ownership of Improvements During Term. All existing improvements and all improvements constructed on the Premises by Lessee as permitted by this Agreement shall be owned by Lessee until expiration of the term or sooner termination of this Agreement. Lessee shall not, however, remove any improvements from the Premises nor waste, destroy, or modify any improvements on the Premises, to deface or devalue the Premises, except as permitted by Lessor. The parties covenant for themselves and all persons claiming under them that the improvements are real property.

5.10 Ownership of improvements at Termination. All improvements constructed on the Premises at the expiration of the term or sooner termination of this Agreement shall, without compensation to Lessee, then become Lessor's property free and clear of all claims to or against them by Lessee or any third person, and Lessee shall defend and indemnify Lessor against all liability and loss arising from such claims or from Lessor's exercise of the rights conferred by this paragraph.

5.11 Lessee’s Right to Remove Trade Fixtures. At the normal expiration of the term, provided Lessee is not then in default, Lessee shall have the right to remove any or all trade fixtures, provided all resultant injuries to the Premises and remaining improvements 2022 Stephen Marine, Inc., dba RiverPoint Landing Lease Agreement

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are completely remedied and Lessee complies with Lessor's reasonable requirements respecting the resultant appearance.

Trade fixtures, for purposes of this Agreement, shall include all machinery, partitions, furniture, furnishings, bins, racks, floor coverings, special lighting fixtures, water pumps (mobile only), exterior and interior signs, boat lifts, and other equipment and personal property installed or placed in or on the Premises whether or not permanently attached to the real property, but shall not include utility fixtures, elevators, radiators, boilers, storm drain, water reclamation systems, air conditioning equipment, RV power boxes, and fuel equipment, as to deface or devalue the Premises.

ARTICLE 6: ASSIGNMENT, MORTGAGE, AND SUBLETTING

6.1 Assignment, Mortgage, and Subletting. Lessee shall not sublease, assign, mortgage, encumber, hypothecate, create a security interest for the benefit of creditors, or rent out any portion of the Premises or interest in this Agreement, including any improvements, trade fixtures, or equipment on the Premises, without Lessor’s prior written approval. Rental of individual boat berthing spaces, RV parking spaces, and dry dock storage spaces shall not require approval of Lessor nor rental or subleasing of the premises comprising the “Riverpoint Landing”.

ARTICLE 7: INSURANCE REQUIREMENTS

7.1 Insurance Requirements for Lessees. Lessee shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Lessee’s operation and use of the leased Premises. The cost of such insurance shall be borne by the Lessee.

7.2 Minimum Scope and Limit of Insurance. Coverage shall be at least as broad as:

7.2.1 Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 or its equivalent covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

7.2.2 Workers’ Compensation insurance as required by the State of California, with Statutory Limits, Employer’s Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease. (for Lessees with employees).

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7.2.3 Property insurance against all risks of loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision.

It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this agreement are sufficient to cover the obligations of the Lessee under this agreement.

7.3 Limits of Insurance. The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

7.4 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:

7.4.1 Additional Insured Status. The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Lessee including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Lessee’s insurance (at least as broad as ISO Form CG 20 10.) Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

7.4.2 Primary Coverage. The Additional Insured coverage under the Lessee’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The City of Stockton does not accept endorsements limiting the Lessee’s insurance coverage to the sole negligence of the Named Insured.

7.4.3 Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

7.4.4 Waiver of Subrogation. Lessee hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Lessee may acquire EXHIBIT 1
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against the City of Stockton by virtue of the payment of any loss under such insurance. Lessee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Stockton for all work performed by the Lessee, its employees, agents and subcontractors.

7.4.5 Self-Insured Retentions. All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability.

The City of Stockton may require the Lessee to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton.

7.4.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City of Stockton.

7.4.7 Verification of Coverage. Lessee shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City of Stockton Risk Services before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Lessee’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

7.4.8 Special Risks or Circumstances. City of Stockton reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

7.4.9 Certificate Holder Address. Proper address for mailing certificates, endorsements and notices, unless notified of a new address by Lessor, shall be:

City of Stockton
400 E Main Street, 3rd Floor – HR
Attn: City Risk Services
Stockton, CA 95202
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ATTICLE 8: DEFAULT REMEDIES

8.1 Lessee’s Default. Each of the following events shall be a default by Lessee and a breach of this Agreement:

8.1.1 Abandonment or surrender of the Premises or of the leasehold estate, or failure or refusal to pay when due any installment of rent or any other sum required by this Agreement to be paid by Lessee, or failure to perform as required or conditioned by any other covenant or condition of this Agreement;

8.1.2 The subjection of any right or interest of Lessee to attachment, execution, or other levy, or to seizure under legal process, if not released within 30 days, provided that the foreclosure of any mortgage permitted by provisions of this Agreement relating to purchase or construction of improvements shall not be construed as a default within the meaning of this paragraph;

8.1.3 The appointment of a receiver to take possession of the Premises or improvements or of Lessee's interest in the leasehold estate or of Lessee's operations on the Premises for any reason, including but not limited to, assignment for benefit of creditors or voluntary or involuntary bankruptcy proceedings, but not including receivership (i) pursuant to administration of the estate of any deceased or incompetent Lessee, or of any deceased or incompetent individual member of any Lessee, or (ii) pursuant to any mortgage permitted by provisions of this Agreement relating to purchase or construction of improvements, or (iii) instituted by Lessor, the event of default being not the appointment of a receiver at Lessor's instance but the event justifying the receivership, if any;

8.1.4 An assignment by Lessee for the benefit of creditors or the filing of a voluntary or involuntary petition by or against Lessee under any law for the purpose of adjudicating Lessee a bankrupt; or for extending time for payment, adjustment, or satisfaction of Lessee's liabilities; or for reorganization, dissolution, or arrangement on account of or to prevent bankruptcy or insolvency; unless the assignment or proceeding, and all consequent orders, adjudications, custodies, and supervisions are dismissed, vacated, or otherwise permanently stayed or terminated within 30 days after the assignment, filing, or other initial event;

8.2 Notice of Default. As a precondition to pursuing any remedy for an alleged default by Lessee, Lessor shall, before pursuing any remedy, give notice of default to Lessee and to all qualifying sublessees or assignees whose names and addresses were previously given to Lessor in a notice or notices from Lessee or any sublessee or assignee stating that the notice was for the purpose of notice under this provision. A qualifying sublessee or assignee is a sublessee or assignee in possession under an existing sublease or assignment which is proper under this Agreement and approved in 2022 Stephen Marine, Inc., dba RiverPoint Landing Lease Agreement

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advance and in writing by Lessor. Each notice of default shall specify in detail the alleged event of default and the intended remedy.

8.3 Lessee’s Right to Cure Defaults. If the alleged default is nonpayment of rent, taxes, or other sums to be paid by Lessee as provided in Article 3, or elsewhere in this Agreement directed to be paid as rent, Lessee shall have 10 days after notice is given to cure the default. For the cure of any other default, Lessee shall promptly and diligently after the notice commence curing the default and shall have 30 days after notice is given to complete the cure, plus an additional period that is reasonably required for the curing of the default but never more than an additional 180 days. To the extent a department, division, employee, or agent of Lessor provides Lessee notice of default as provided in Section 8.2 above, Lessee may appeal that notice by seeking review and a determination by the City Manager or designee.

8.4 Lessor’s Remedies. If any default by Lessee shall continue uncured, following notice of default as required by this Agreement, for the period applicable to the default under the applicable provision of this Agreement, Lessor has the following remedies in addition to all other rights and remedies provided by law or equity, to which Lessor may resort cumulatively or in the alternative:

8.4.1 Lessor may at Lessor's election terminate this Agreement by giving Lessee notice of termination. On the giving of the notice, all Lessee's rights in the Premises and in all improvements shall terminate. Within thirty (30) days after notice of termination, Lessee shall surrender and vacate the Premises and all improvements in broom-clean condition, and Lessor may reenter and take possession of the Premises and all remaining improvements and equipment and trade fixtures and eject all parties in possession or eject some and not others or eject none. Termination under this paragraph shall not relieve Lessee from the payment of any sum then due to Lessor or from any claim for damages previously accrued or then accruing against Lessee.

8.5 Notice of Lessor’s Default – Lessee’s Waiver. Lessor will not be in default under this Agreement unless (1) Lessee has given notice specifying the default and (2) Lessor has failed for 30 days to cure the default, if it is curable or to institute and diligently pursue reasonable corrective or ameliorative acts for non-curable defaults. Lessee shall have the right of termination for Lessor's default only after notice and Lessor’s failure to cure the default, or implement reasonable corrective or ameliorative acts for non-curable defaults, within 30 days of the notice.

8.6 Unavoidable Default or Delay. Any prevention, delay, nonperformance, or stoppage due to any of the following causes shall excuse nonperformance for a period equal to any such prevention, delay, nonperformance, or stoppage, except the obligations imposed by this Agreement for the payment of rent, taxes, insurance, or obligations to pay money that are treated as rent. The causes referred to above are: strikes, lockouts, labor disputes, failure of power, irresistible superhuman cause, acts of public enemies of 2022 Stephen Marine, Inc., dba RiverPoint Landing Lease Agreement

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this state or of the United States, riots, insurrections, civil commotion, inability to obtain labor or materials or reasonable substitutes for either, governmental restrictions or regulations or controls (except those reasonably foreseeable in connection with the uses contemplated by this Agreement), casualties not contemplated by insurance provisions of this Agreement, or other causes beyond the reasonable control of the party obligated to perform.

8.7 Attorney’s Fees. If either party brings any action or proceeding to enforce, protect, or establish any right or remedy, the prevailing party shall be entitled to recover reasonable attorneys' fees. Arbitration is not an action or proceeding for the purpose of this provision.

ARTICLE 9: GENERAL AND SPECIAL TERMS AND CONDITIONS

9.1 Notice – Definition of Notice. As used in this Agreement, notice includes but is not limited to the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, and appointment. No notice of the exercise of any option or election is required unless the provision giving the election or option expressly requires notice. Unless the provisions of this Agreement on rent direct otherwise, rent shall be sent in the manner provided for giving notice.

9.1.1 Writing. All notices must be in writing provided that no writing other than the check or other instrument representing the rent payment itself need accompany the payment of rent. All consents and approvals required by this Agreement are to be in writing, and cannot be unreasonably withheld, conditioned, or delayed.

9.1.2 Delivery. Notice is considered given either (1) when delivered in person to the recipient named as below, or (2) on the date shown on the return receipt after deposit in the United States mail in a sealed envelope or container, either registered or certified mail, return receipt requested, postage and postal charges prepaid, addressed by name and address to the party or person intended as follows:

Notice to Lessor: City of Stockton
425 N. El Dorado Street
Stockton, CA 95202
Notice to Lessee: River Point Landing
Attn: Richard B. Dunn
4950 Buckley Cove Way
Stockton, CA 95219
With a copy to: Eric Nims
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Neumiller & Beardslee
PO Box 20
Stockton, CA 95201

9.1.3 Change of Recipient or Address. Either party may, by notice given at any time or from time to time, require subsequent notices to be given to another individual person, whether a party or an officer or representative, or to a different address or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

9.2 Definitions.

9.2.1 Person Means person or persons or other entity or entities or any combination of persons and entities.

9.2.2 Lessor means the person who is the owner at the time in question of the Premises, whether singular or plural in number, and whether named in this Agreement as Lessor or having become the successor in interest of the named Lessor, or the successor of a successor, whether by assignment, foreclosure, or other transfer, and whether intentional or inadvertent or by operation of law.

9.2.3 Lessee means the person named as Lessee in this Agreement, whether singular or plural in number, or the person who at the time in question is the successor in interest of Lessee, or the successor of a successor, whether by assignment foreclosure, or other transfer, and whether intentional or inadvertent or by operation of law. It does not, however, include any person claiming under any assignment or other transfer prohibited by this Agreement, and this definition does not alter the provisions of this Agreement relating to assignment or subletting.

9.2.4 Foreclosure includes judicial foreclosures, sale under a power of sale given in the mortgage, and all other remedies provided by law or equity or set out in the mortgage and enforceable in this state at the time of the foreclosure for divesting the oblige of title in the event of the obliger’s default.

9.3 Caption. The captions of the various articles and paragraphs of this Agreement are for convenience and case of reference only and do not define, limit, augment, or describe the scope, content, or intent of this Agreement or of any part of this ease.

9.4 Singular and Plural. The singular number includes the plural whenever the context so requires.

9.5 Exhibits – Addenda. All Exhibits and addenda to which reference is made in this Agreement are incorporated in the lease by the respective references to them, whether 2022 Stephen Marine, Inc., dba RiverPoint Landing Lease Agreement

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EXHIBIT 1
2022 Stephen Marine, Inc., dba RiverPoint Landing Lease Agreement

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they are actually attached, provided they have been signed or initiated by the parties.

Reference to “this Agreement” includes matters incorporated by reference.

9.6 Entire Agreement. This lease contains the entire agreement between the parties.

No promise, representation, warranty, or covenant not included in this Agreement has been or is relied on by either party. Each party has relied on his own examination of this Agreement, the counsel of his own advisors, and the warranties, representations, and covenants in the lease itself. The failure or refusal of either party to inspect the Premises or improvements, to read the lease or other documents, or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection or advice.

9.7 Severability. If any portion of this Lease thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state, or city statute, ordinance, or regulation, the remaining provisions of the Lease shall remain in full force and effect to the extent that the provisions of the Lease are severable.

9.8 Successors. Subject to the provisions of this Agreement on assignment and subletting, each and all the covenants and conditions of this Agreement shall be binding on and shall inure to the benefit of the heirs, successors, executors, administrators, assigns, and personal representatives of the respective parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above-written.

CITY OF STOCKTON, a Municipal Corporation,
BY:_____________________________

HARRY BLACK

CITY MANAGER
Stephens Marine Inc.,
ATTEST:
________________________
ELIZA R. GARZA, CMC

CITY CLERK OF THE

CITY OF STOCKTON

APPROVED AS TO FORM

LORI ASUNCION

INTERIM CITY ATTORNEY
BY: ______________________ BY: ______________________
EXHIBIT 1
2022 Stephen Marine, Inc., dba RiverPoint Landing Lease Agreement

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1578063-8

RYAN MEYERHOFF

DEPUTY CITY ATTORNEY
NAME: RICHARD B.

DUNN TITLE: PRESIDENT
EXHIBIT 1
City of Stockton
Legislation Text
File #: 22-0662, Version: 1

APPROVE MOTION TO ENTER INTO A CONTRACT WITH THE UNITED WAY OF SAN JOAQUIN

COUNTY TO BUILD CAPACITY FOR NONPROFITS IN STOCKTON

RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Approve and authorize the City to enter into a contract with the United Way of San Joaquin County in the amount of $727,000 for the purposes of providing capacity building programming to Stockton’s nonprofit community; and

2. Authorize the City Manager, or designee, to take appropriate and necessary actions to carry out the purpose and intent of this motion.

Summary
The City of Stockton, like most communities throughout the country, was negatively impacted by the COVID-19 public health emergency. Nonprofits were called upon to serve those most in need.

Several organizations that the City worked with were able to nimbly expand capacity and respond while others struggled. Having a stronger, healthier nonprofit ecosystem will help the City be better prepared to continue responding to the pandemic and be positioned for any future crisis. The City issued a Notice of Funding Available (NOFA) offering a one-time grant to an organization who best demonstrated the ability to provide capacity building programming. The United Way of San Joaquin County (UWSJC) was selected. The contract with UWSJC will support nonprofit capacity building for three years, with the goal of becoming self-sustaining.

DISCUSSION
Background
On September 14, 2021, Council approved by motion 2021-09-14-1501, the City of Stockton’s American Rescue Plan Act (ARPA) funding distribution. This approval included $8.87 million for Small Business Support/Economic Recovery, under which $765,000 was approved for Nonprofit Support.

During the pandemic the City of Stockton was able to partner with nonprofits that had the ability to rapidly increase capacity, respond to needs, be creative, problem solve and be nimble. To be better prepared to address future crisis and current community need the City will financially support an umbrella organization that can build additional capacity within the City of Stockton nonprofit community.

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Present Situation
The recently published 2021 Economic Impact of San Joaquin County’s Nonprofits reports there are 2,585 nonprofits in the County. More than 70% had an annual revenue of less than $50,000. Their overall impact is substantial; however, there is significant room to grow. The City has a vested interest in supporting the development of the network of nonprofits that serve a diverse group of needs. Nonprofits add to the quality of life, cultivate and activate an army of volunteers, serve hard-to -reach populations, and contribute to the economic health of the overall community.

The NOFA was issued on April 28, 2022. Five applications were received. Four were reviewed and scored. The fifth was disqualified as incomplete. The UWSJC proposal ranked the highest.

United Way has a deep connection to the nonprofit community in Stockton and a vested interest in seeing it succeed. Their ramp-up to launch is short and they can have immediate impact given their infrastructure and commitment.

The following is a description of the Nonprofit Enterprise Support Team (NEST) from the application (Exhibit 1):
“Project Vision: UWSJC created the NEST as a vehicle to support our continued efforts to help Stockton-area nonprofits enhance the capacity necessary to affect change in San Joaquin County.

The NEST model is a "one-stop-shopping" approach to providing education and training programs that help nonprofits build common approaches to capacity escalation. The 2,000- square-foot space opened in April is located adjacent to the administrative offices of UWSJC. It offers dedicated workspaces for one-on-one educational guidance, group education, retreats, and flex space for the purposes of providing an academic setting for nonprofit employees, leaders, and their Boards.

Our vision at UWSJC is to build programs that equip nonprofits for action; preparing them for success by rapidly increasing their capacity to respond to emerging needs; provide leadership training to enhance skills as creative problem solvers; and offer resources to build healthy organizational structures that are more effective and efficient in addressing future crises.” During the three-year contract, the UWSJC will be able to substantially support 60 nonprofits in building capacity to better serve the community. In addition, many more nonprofits will have access to educational material and leadership development opportunities.

FINANCIAL SUMMARY
There is no financial impact to the City's General Fund or any other unrestricted fund as a result of this action. This contract will be funded with ARPA funds. Sufficient funds are available in the Special Grant Fund, General Admin Division, Covid-19 Program, under Project #EARP208, to support this effort.

Attachment A - United Way Proposal
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ATTACHMENT A

ATTACHMENT A
City of Stockton
Legislation Text
File #: 22-0192, Version: 1
RESOLUTION AUTHORIZING AN AGREEMENT WITH FLASHPARKING, INC., TO PROVIDE A

PARKING ACCESS AND REVENUE CONTROL SYSTEM TO PARKING FACILITIES AND INCREASE EXPENDITURE AUTHORITY WITH COMCAST INC. FOR INTERNET SERVICES TO

THE PARKING FACILITIES

RECOMMENDATION
It is recommended that the Stockton City Council adopt a Resolution:

1. Authorizing an increase in expenditure authority, to a total estimated amount of $180,730 over a 36-month term, for Comcast business class internet service, construction, installation costs, and monthly recuring service charges, utilizing the City’s CALNET NextGeneration contract with Comcast, approved by Council Motion 2021-06-22-1208.

2. Authorizing the City Manager, or designee, to take all appropriate actions to carry out the purpose and intent of this Resolution.

It is also recommended that the Board of the Parking Authority of the City of Stockton adopt a Resolution:

1. Authorizing the Executive Director, or designee, to execute an agreement with FlashParking, Inc. (FLASH) in the amount of $1,799,990 to provide a Parking Access and Revenue Control System (PARCS) to five (5) parking facilities located in downtown Stockton.

2. Authorizing the Executive Director, or designee, to take all appropriate actions to carry out the purpose and intent of this Resolution.

Summary
This action will 1) authorize the Parking Authority’s Executive Director to execute an agreement with FlashParking, Inc. (FLASH) to provide a Parking Access and Revenue Control System (PARCS) to five (5) parking facilities located in the downtown Stockton area (Attachment A); and 2) increase the expenditure authority of the City’s CALNET contract for internet service, construction, installation, and monthly recurring service charges. Internet connectivity is required for the operation of the new PARCS.

DISCUSSION
Background
PARCS controls the ingress and egress of all garages and some lots within the parking operation, to City of Stockton Page 1 of 3 Printed on 7/20/2022
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ensure payment collection. A replacement revenue control system is needed as the current system is running on technology from 2004/05 that is no longer supported by any manufacturer and cannot be upgraded to meet City technology standards. A replacement PARCS will include necessary technology and infrastructure to ensure all parking garage facilities have a reliable system that functions for customers and captures real-time occupancy data.

In 2019, Stockton Public Financing Authority approved Resolution No. PFA 2019-12-17-1501 (Attachment B), which authorized the issuance and sale of Parking Authority Revenue Bonds, Series 2020. The new bond generated a savings of $3 million, which was allocated to the Parking Authority to fund capital projects, such as elevator upgrades and installment of a new revenue control system for five (5) City parking garages in the downtown area.

Present Situation
On September 9, 2021, a Request for Proposal (PUR 21-019R) was issued to identify a qualified contractor with the experience to create and install a new revenue control system in five downtown parking garages. Four (4) proposals were received on December 2, 2021, and a selection panel including representation from Stockton’s Parking Authority, Public Works, IT Department, and the City’s parking operator, LAZ Parking, reviewed and scored the proposals. The top two companies were identified and interviewed for further analysis. FlashParking, Inc., was selected as the best candidate to design and install a new PARCS, based on their cloud-based operating system, maintenance-friendly components, service delivery and price. Design and installation of the new PARCS is anticipated to take six to eight months and will be phased by facility. All facilities will remain operable during installation.

FLASH was founded in 2011 by a team of entrepreneurs and experienced programmers, with a focus on bringing innovative technology to an antiquated parking industry. FLASH has led the way in transforming the marketplace with an adaptable, reliable, secure, efficient, and mobile parking management platform. To date, FLASH has grown to serve thousands of locations across the United States.

As a requirement of the new PARCS system, infrastructure improvements will be necessary. Critical to the project is internet service installation, which will be provided through the City’s CALNET contract, approved by Council Motion 2021-06-22-1208 (Attachment C). Additional improvements will also be made including hardware upgrades to the parking facilities (gates and equivalent mechanical/electrical equipment), and new software and operating system. The current system is no longer supported, and hardware is near impossible to repair or replace. Since the system is outdated, staff is not able to track real-time data without manual counting and it is incapable of integrating with today’s technology. Together, the new components and infrastructure will support more efficient management of parking availability and provide more seamless parking services for customers.

The City Council may award contracts for over $100,000.00 without competitive bidding if it approves findings which support and justify an exception under 3.68.070. The Following findings justify and support an exception:

1. Due to the specific nature of the project and industry, use of the RFP process is appropriate since it relies on evaluation of a service provider’s established professional experience, conduct, and performance as it relates to the installation of revenue control systems.

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2. The project involves a specialized field, and its success requires an experienced professional who has successfully implemented and performed such operations.

FINANCIAL SUMMARY
The contract amount with FLASH is $1,799,990. All expenses related to the revenue control project, will be processed through Capital Project No. EW21002, using proceeds from the $3 million parking revenue bond savings.

The cost of providing Internet access to the parking facilities is $164,300. This cost includes Comcast business class internet service over a 36-month term and a one-time construction and installation cost. Staff further recommends authorizing additional purchase authority to include a ten percent (10%) contingency in the amount of $16,430 to cover any unforeseen barriers to installation and/or service connection, as this will be the initial installation of internet into the facilities. The total authorization for the Comcast agreement for this project $180,730.

There is no negative financial impact to the City’s General Fund (GF) because of this action, as bond savings proceeds within the Parking Authority Enterprise Fund has sufficient funding and has been committed to this project. The EW21002 project funding will be appropriated in the Economic Development Department’s Capital Parking Authority fund, Parking Division account, 6030-000- 800007-630-631-00-60-000-000.

Attachment A - Facilities Map
Attachment B - Resolution_PFA_2019-12-17-1501
Attachment C - Council Motion 2021-06-22-1208
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ATTACHMENT A – Parking Facilities Map
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ATTACHMENT B

ATTACHMENT B
EXHIBIT 1
_____________________________________________________________________________ _____________________________________________________________________________

INDENTURE
by and between the

STOCKTON PUBLIC FINANCING AUTHORITY
And

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
Relating to the
$_________

STOCKTON PUBLIC FINANCING AUTHORITY
PARKING REVENUE BONDS, SERIES 2020
Dated as of February 1, 2020
_____________________________________________________________________________ _____________________________________________________________________________

ATTACHMENT B

TABLE OF CONTENTS
Page

ARTICLE I
DEFINITIONS: EQUAL SECURITY
Section 1.01 Definitions........................................................................................................ 4 Section 1.02 Equal Security................................................................................................ 13

ARTICLE II
ISSUANCE OF 2020 BONDS
Section 2.01 Authorization and Purpose of 2020 Bonds .................................................... 14 Section 2.02 Terms of 2020 Bonds..................................................................................... 14 Section 2.03 Redemption of 2020 Bonds ........................................................................... 15 Section 2.04 Form of 2020 Bonds ...................................................................................... 18 Section 2.05 Execution of 2020 Bonds............................................................................... 18 Section 2.06 Transfer and Payment of 2020 Bonds............................................................ 18 Section 2.07 Exchange of 2020 Bonds ............................................................................... 19 Section 2.08 2020 Bonds Registration Books .................................................................... 19 Section 2.09 Mutilated, Destroyed, Stolen or Lost 2020 Bonds......................................... 19 Section 2.10 [Reserved]...................................................................................................... 20 Section 2.11 Use of Book-Entry System for 2020 Bonds .................................................. 20

ARTICLE III
ISSUANCE OF 2020 BONDS AND APPLICATION OF PROCEEDS
Section 3.01 Procedure for the Issuance of 2020 Bonds .................................................... 21 Section 3.02 Acquisition and Construction Fund ............................................................... 22 Section 3.03 Costs of Issuance Fund .................................................................................. 23 Section 3.04 Validity of 2020 Bonds.................................................................................. 23

ARTICLE IV

REVENUES
Section 4.01 Pledge of Revenues........................................................................................ 23 Section 4.02 Receipt and Deposit of Revenues in the 2020 Installment Payment Fund ............................................................................................................... 24 Section 4.03 Establishment and Maintenance of Accounts for Use of Money in the 2020 Installment Payment Fund .................................................................... 24

ARTICLE V

COVENANTS OF THE FINANCING AUTHORITY
Section 5.01 Punctual Payment and Performance .............................................................. 26 Section 5.02 Against Encumbrances................................................................................... 27 Section 5.03 Tax Covenants ............................................................................................... 27 Section 5.04 Accounting Records and Reports................................................................... 28 Section 5.05 Prosecution and Defense of Suits .................................................................. 28 Section 5.06 Amendments to 2020 Installment Purchase Agreement................................ 28 Section 5.07 Continuing Disclosure ................................................................................... 29

ATTACHMENT B

TABLE OF CONTENTS
(Continued) Page
- ii -
Section 5.08 Further Assurances......................................................................................... 29

ARTICLE VI

THE TRUSTEE
Section 6.01 The Trustee .................................................................................................... 29 Section 6.02 Liability of Trustee ........................................................................................ 30 Section 6.03 Compensation and Indemnification of Trustee.............................................. 32 Section 6.04 Notice to the Trustee...................................................................................... 32

ARTICLE VII

AMENDMENT OF THE INDENTURE
Section 7.01 Amendment of the Indenture ......................................................................... 33 Section 7.02 Disqualified 2020 Bonds................................................................................ 34 Section 7.03 Endorsement or Replacement of 2020 Bonds After Amendment ................. 34 Section 7.04 Amendment by Mutual Consent .................................................................... 34

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 8.01 Events of Default ........................................................................................... 35 Section 8.02 Application of Funds Upon Default............................................................... 35 Section 8.03 Institution of Legal Proceedings by Trustee .................................................. 36 Section 8.04 Non-Waiver.................................................................................................... 36 Section 8.05 Actions by Trustee as Attorney-in-Fact......................................................... 37 Section 8.06 Remedies Not Exclusive................................................................................ 37 Section 8.07 Limitation on 2020 Owners’ Right to Sue..................................................... 37

ARTICLE IX

DEFEASANCE
Section 9.01 Discharge of 2020 Bonds,.............................................................................. 38 Section 9.02 Unclaimed Money.......................................................................................... 39

ARTICLE X

MISCELLANEOUS
Section 10.01 Liability of Authority Limited to Revenues and Certain Other Funds .......... 39 Section 10.02 Benefits of the Indenture Limited to Parties and Beneficiaries ..................... 40 Section 10.03 Successor Is Deemed Included In All References To Predecessor................ 40 Section 10.04 Execution of Documents by Owners ............................................................. 40 Section 10.05 Waiver of Personal Liability.......................................................................... 41 Section 10.06 Deposit or Investment of Money in Accounts and Funds.............................. 41 Section 10.07 [Reserved]...................................................................................................... 41 Section 10.08 Destruction of Cancelled 2020 Bonds ........................................................... 41 Section 10.09 Content of Certificates ................................................................................... 42 Section 10.10 Accounts and Funds; Business Days ............................................................. 42 Section 10.11 Notices ........................................................................................................... 42 Section 10.12 CUSIP Numbers............................................................................................. 43

ATTACHMENT B

TABLE OF CONTENTS
(Continued) Page
- iii -
Section 10.13 Article and Section Headings and References............................................... 43 Section 10.14 Partial Invalidity............................................................................................. 43 Section 10.15 Governing Law .............................................................................................. 43 Section 10.16 Execution in Several Counterparts................................................................. 43 EXHIBIT A – FORM OF 2020 BONDS................................................................................... A-1 EXHIBIT B – FORM OF ACQUISITION AND CONSTRUCTION FUND REQUISITION B-1 EXHIBIT C – FORM OF COSTS OF ISSUANCE FUND REQUISITION ............................ C-1

ATTACHMENT B

INDENTURE
This Indenture (this “Indenture”), dated as of February 1, 2020, by and between the STOCKTON PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California (the “Financing Authority”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee (the “Trustee”);
WITNESSETH:

WHEREAS, The City of Stockton (the “City”) and the former Redevelopment Agency of the City of Stockton entered into a Joint Exercise of Powers Agreement, dated as of June 18, 1990 (the “Joint Powers Agreement”), establishing the Financing Authority; WHEREAS, the Financing Authority is a joint exercise of powers entity duly organized and existing under and pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, as amended (the “Act”); WHEREAS, the Act authorizes and empowers the Financing Authority to issue revenue bonds to assist the Parking Authority of the City of Stockton (the “Parking Authority”) in financing and refinancing public capital improvements; WHEREAS, the Parking Authority is a local agency as defined and provided in the Act;
WHEREAS, pursuant to that certain Site and Facilities Lease, dated as of June 1, 2004 (the “Site and Facilities Lease”), the City, as lessor, leased to the Financing Authority, as lessee, certain parcels of real property situated in the City (the “Site”), and the City’s Market Street Parking Garage, the Edmund S. Coy Parking Garage, and the Stockton Events Center Parking Structure, respectively, to the Site and Facilities Lease (collectively, the “Leased Parking Facilities”);
WHEREAS, the Financing Authority issued and sold its $32,785,000 Stockton Public Financing Authority Lease Revenue Bonds, Series 2004 (Parking and Capital Projects) (the “2004 Parking Bonds”), pursuant to an Indenture of Trust (the “2004 Bonds Indenture”), dated as of June 1, 2004, by and between the Financing Authority and Wells Fargo Bank, National Association, as trustee (the “2004 Trustee”);
WHEREAS, to provide for repayment of the 2004 Parking Bonds, the Financing Authority leased the Site and the Leased Parking Facilities to the City pursuant to a Lease Agreement, dated as of June 1, 2004 (the “Lease Agreement”), by and between the Financing Authority and the City, pursuant to which the City agreed to make certain lease payments to the Financing Authority (the “Lease Payments”);
WHEREAS, pursuant to the terms of the 2004 Bonds Indenture and a Memorandum of Assignment of Lease, dated as of June 1, 2004, by and between the Financing Authority and the 2004 Trustee, the Financing Authority assigned, transferred and set over to the

ATTACHMENT B
- 2 -
2004 Trustee, all of the Financing Authority's rights under the Lease Agreement (other than certain retained rights), including the right to receive such Lease Payments; WHEREAS, following the City’s default on certain Lease Payments due under the Lease Agreement, the 2004 Trustee sought and, on April 19, 2012, the Superior Court for the County of San Joaquin (the “Superior Court”) awarded the 2004 Trustee possession of the Leased Parking Facilities (the “2004 Parking Bonds Proceeding”); WHEREAS, the City was the debtor in a bankruptcy case under chapter 9 of Title 11 of the United States Code, Case No. 2012-32118 in the United States Bankruptcy Court for the Eastern District of California, Sacramento Division, styled In re City of Stockton, California (the “Bankruptcy Case”);
WHEREAS, the 2004 Indenture provides that, for all purposes of the 2004 Indenture provisions governing events of default and remedies, except the giving of notice of default to owners of the Bonds, National Public Finance Guarantee Corporation (“NPFG”), as the insurer of the 2004 Parking Bonds (as successor to Financial Guaranty Insurance Company) shall be deemed to be the sole owner of the 2004 Parking Bonds it has insured for so long as it has not failed to comply with its payment obligations under its policy securing payment of principal of and interest on the 2004 Parking Bonds;
WHEREAS, in connection with the Bankruptcy Case, the City agreed to a settlement (the “Settlement”) of the claims of the 2004 Trustee, on behalf of holders of the 2004 Parking Bonds, and NPFG with respect to the 2004 Parking Bonds; WHEREAS, pursuant to the terms of the Settlement, NPFG and the 2004 Trustee agreed, subject to compliance by the City, the Financing Authority and the Parking Authority with certain terms of the Settlement, to forbear enforcement of certain of their rights relating to payment of the 2004 Parking Bonds and related obligations, and to cause the 2004 Trustee to transfer to the Parking Authority all of its possessory rights, title and interest in the Site and the Leased Parking Facilities granted to it in the 2004 Bonds Parking Proceeding in exchange for, among other things, certain payments from the Parking Authority to the Trustee for the benefit of NPFG and the owners of the 2004 Parking Bonds;
WHEREAS, pursuant to the terms of the Settlement, the City Council of the City passed Resolution No. 2013-12-17-1209 on December 17, 2013 (the “Parking Authority Resolution”) authorizing the activation of the Parking Authority, and authorizing it to operate within boundaries described in the Parking Authority Resolution; WHEREAS, in furtherance of the Settlement, the City entered into a Forbearance Agreement, dated as of February 25, 2015 (the “Forbearance Agreement”), by and among the City, the 2004 Trustee, the Parking Authority, the Financing Authority and NPFG, setting forth certain terms of the Settlement, including an agreement by NPFG and the 2004 Trustee to forbear enforcement of certain of their rights relating to payment on the 2004 Parking Bonds and related obligations, subject to the compliance by the City and the Parking Authority with their obligations under the Forbearance Agreement and the 2015 Installment Sale Agreement (as defined herein);

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WHEREAS, under the Forbearance Agreement, the City, among other things, transferred to the Parking Authority all of its rights, title and interest in the City’s Parking Facilities (as defined herein) and assigned to the Parking Authority all of the City’s rights, title and interest, as lessee, pursuant to the Site Lease, and as lessor, pursuant to the Lease Agreement, and the Parking Authority assumed all of the City’s obligation under the Site Lease and the Lease Agreement;
WHEREAS, pursuant to the terms of the Settlement, the Parking Authority entered into an Installment Sale Agreement (Parking Garages and Downtown Parking District Facilities), dated as of February 25, 2015 (the “2015 Installment Sale Agreement”), with the 2004 Trustee and NPFG, pursuant to which the Parking Authority is required to make installment payments to the 2004 Trustee for the benefit of NPFG and the owners of the 2004 Parking Bonds; and
WHEREAS, the Parking Authority now desires to prepay the 2015 Installment Sale Agreement;
WHEREAS, the Parking Authority has also identified the need to make certain capital improvements to the Parking Facilities, including the improvement of certain elevators located in the Parking Facilities (the “Improvements”); WHEREAS, the Financing Authority and the Parking Authority have determined that providing funds to prepay 2015 Installment Sale Agreement and finance the Improvements by the issuance of revenue bonds of the Financing Authority will result in demonstrable savings in borrowing costs of the Parking Authority and will result in significant public benefits to the Parking Authority;
WHEREAS, the Parking Authority will be obligated to make installment payments to the Financing Authority for the prepaying of the 2015 Installment Sale Agreement and the financing of the Improvements;
WHEREAS, by virtue of the prepayment of the 2015 Installment Sale Agreement, a portion of the 2004 Parking Bonds shall be defeased and redeemed; and WHEREAS, the Parking Authority’s obligation to make the installment payments under the Installment Purchase Agreement are secured by a pledge of certain net revenues of the Parking Facilities;
WHEREAS, in order to achieve the foregoing, the Financing Authority has authorized the issuance of its Parking Revenue Bonds, Series 2020 (the “2020 Bonds”) pursuant to the Act in an aggregate principal amount of _______ dollars ($______); WHEREAS, in order to provide for the authentication and delivery of the 2020 Bonds and to establish and declare the conditions and terms upon which the 2020 Bonds are to be issued and secured and to secure the payment of the interest on and principal of and

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redemption premiums, if any, on the 2020 Bonds, the Financing Authority has authorized the execution and delivery of the Indenture;
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed necessary to make the 2020 Bonds, when executed by the Financing Authority and authenticated and delivered by the Trustee, valid and binding obligations of the Financing Authority payable in accordance with their terms, and to constitute the Indenture a valid and binding agreement of the parties hereto for the uses and purposes herein set forth in accordance with its conditions and terms, do exist, have happened and have been performed in the time, form and manner required by law, and the execution and delivery of the Indenture by the parties hereto has been in all respects duly authorized; NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the interest on and principal of and redemption premiums, if any, on the 2020 Bonds at any time issued and outstanding hereunder according to their tenor, and to secure the performance and observance of all the agreements, conditions, covenants and terms therein and herein set forth, and to declare the conditions and terms upon and subject to which the 2020 Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the 2020 Bonds by the registered owners thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the Financing Authority does hereby covenant and agree with the Trustee, for the benefit of the respective holders from time to time of the 2020 Bonds, as follows:

ARTICLE I
DEFINITIONS: EQUAL SECURITY
SECTION 1.01 Definitions. Unless the context otherwise requires, the terms defined in this section shall for all purposes hereof and of any Supplemental Indenture and of any certificate, opinion, request or other document herein or therein mentioned have the meanings herein specified:
2015 Installment Sale Agreement
“2015 Installment Sale Agreement” means the Installment Sale Agreement (Parking Garages and Downtown Parking District Facilities), dated as of February 25, 2015, by and between National Public Finance Guarantee Corporation, Wells Fargo Bank, National Association and the Parking Authority.
2020 Bonds
“2020 Bonds” means the Financing Authority’s Parking Revenue Bonds, Series 2020, authorized, issued and delivered hereunder in accordance with Article II that are at any time Outstanding pursuant hereto.

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2020 Installment Purchase Agreement
“2020 Installment Purchase Agreement” means that certain 2020 Installment Purchase Agreement, dated as of February 1, 2020, by and between the Parking Authority and the Financing Authority, as originally executed and as it may from time to time be amended in accordance therewith.
2020 Installment Payment Fund
“2020 Installment Payment Fund” means the Stockton Public Financing Authority 2020 Installment Payment Fund established pursuant to Section 3.02. 2020 Installment Payments
“2020 Installment Payments” shall have the meaning given in the 2020 Installment Purchase Agreement.
2020 Reserve Account
“2020 Reserve Account” means the account within the 2020 Installment Payment Fund by that name established pursuant to Section 3.03.
2020 Reserve Requirement
“2020 Reserve Requirement” means, as of any date of determination, the least of (a) ten percent (10%) of the proceeds of the 2020 Bonds (or, if there is less than 2% net original issue discount or premium, 10% of the original stated principal amount of the 2020 Bonds), or (b) the maximum annual 2020 Installment Payments payable under the 2020 Installment Agreement in the then current or any future one-year period ending on March 1, or (c) one hundred twenty-five per cent (125%) of the average annual 2020 Installment Payments payable under the 2020 Installment Agreement in the then current and all future one-year periods ending on March 1, all as computed by the Parking Authority under the Code and specified in writing to the Trustee.

Acquisition and Construction Fund
“Acquisition and Construction Fund” means the Stockton Public Financing Authority Parking Revenue Bonds, Series 2020 Acquisition and Construction Fund established pursuant to Section 3.02.

Act
“Act” means the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title 1 of the Government Code of the State, as amended) and all laws amendatory thereof or supplemental thereto.

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Business Day
“Business Day” means any day (other than a Saturday, a Sunday or a legal holiday) on which banks in New York, New York, are open for business and on which the Trustee is open for business at its Principal Corporate Trust Office.

Certificate of the Financing Authority
“Certificate of the Financing Authority” means an instrument in writing signed by the Treasurer, or by any other officer of the Financing Authority duly authorized by the Financing Authority for that purpose.

Closing Date
“Closing Date” means February 2020, being the date of delivery of the 2020 Bonds to the Original Purchaser.

City
“City” means the City of Stockton, a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State and its charter.

Code
“Code” means the Internal Revenue Code of 1986, as amended.

Costs of Issuance
“Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the Financing Authority or the Parking Authority related to the authorization, execution and delivery of the 2020 Installment Purchase Agreement, the Indenture and the sale of the 2020 Bonds, including, but not limited to, costs of preparation and reproduction of documents, costs of rating agencies and costs to provide information required by rating agencies, filing and recording fees, initial charges and fees of the Trustee, legal charges and fees, fees and disbursements of consultants and professionals, fees and expenses of the underwriter of the 2020 Bonds, and charges and fees for preparation, execution and safekeeping of the 2020 Bonds, and any other charge, cost or fee in connection with the original execution and delivery of the 2020 Bonds.

Costs of Issuance Fund
“Costs of Issuance Fund” means the Stockton Public Financing Authority Parking Revenue Bonds, Series 2020 Costs of Issuance Fund established pursuant to Section 3.03.

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Escrow Agent
“Escrow Agent” means a bank or trust company doing business and having a corporate trust office in Los Angeles or San Francisco, California, having a combined capital (exclusive of borrowed capital) and surplus of at least one hundred million dollars ($100,000,000), subject to supervision or examination by a federal or state banking authority, and having the corporate power and authority to accept the trusts created by a deposit made pursuant to Section 9.01(c). If such bank or trust company 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 definition the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

Event of Default
“Event of Default” means an event defined as such in Section 8.01.

Financing Authority
“Financing Authority” means the Stockton Public Financing Authority, a joint exercise of powers entity duly organized and existing under and by virtue of the Act.

Fiscal Year
“Fiscal Year” means the twelve-month period terminating on June 30 of each year, or any other annual accounting period hereafter selected and designated by the Financing Authority as its Fiscal Year in accordance with applicable law.

Improvements
The term “Improvements” shall have the meaning ascribed thereto in the recitals hereof.

Indenture
“Indenture” means this Indenture dated as of February 1, 2020, by and between the Financing Authority and the Trustee, as originally executed and as it may from time to time be amended or supplemented by all Supplemental Indentures executed pursuant to the provisions hereof.

Independent Certified Public Accountant
“Independent Certified Public Accountant” means any firm of certified public accountants duly licensed and entitled to practice and practicing as such under the laws of the State, appointed and paid by the Financing Authority, and each of whom -- (1) is in fact independent and not under the domination of the Financing Authority;

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(2) does not have a substantial financial interest, direct or indirect, in the operations of the Financing Authority; and
(3) is not connected with the Financing Authority as a member, officer or employee of the Financing Authority, but which firm may be regularly retained by the Financing Authority to audit the accounting records of the Financing Authority and make reports thereon to the Financing Authority.

Information Services
“Information Services” means Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at www.emma.msrb.org; provided, however, in accordance with then current guidelines of the Securities and Exchange Commission, Information Services shall mean such other organizations providing information with respect to called Notes as the Financing Authority may designate in writing to the Trustee.

Interest Account
“Interest Account” means the account within the 2020 Installment Payment Fund by that name established pursuant to Section 4.03.

Interest Payment Date
“Interest Payment Date” means a date on which interest is due on the 2020 Bonds, being March 1 and September 1 of each year to which reference is made, commencing on [September 1, 2020].

Moody’s
“Moody’s” means Moody’s Investors Service, and its successors or assigns, but only to the extent that such entity is then rating any Parity Obligations at the request of the Financing Authority.

Opinion of Counsel
“Opinion of Counsel” means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, retained by the Financing Authority.

Original Purchaser
“Original Purchaser” means the original purchaser of the 2020 Bonds upon their delivery by the Trustee on the Closing Date.

Outstanding
“Outstanding” means, when used with reference to 2020 Bonds and subject to the provisions of Section 7.02, all 2020 Bonds except --

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(1) 2020 Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation;
(2) 2020 Bonds paid or deemed to have been paid within the meaning of Section

9.01; and
(3) 2020 Bonds in lieu of or in substitution for which other 2020 Bonds shall have been executed, issued and delivered by the Financing Authority pursuant hereto.

Owner
“Owner” means any person who shall be the registered owner of any Outstanding 2020 Bonds.

Parking Facilities
“Parking Facilities” means the parking facilities (including, without limitation, surface parking lots, parking meters, metered spaces, and other parking garages) owned, leased, or licensed by the Parking Authority or in which the Parking Authority holds a direct or indirect interest (other than liens, encumbrances or assessments) existing on the date hereof and including all additions, betterments, extensions and improvements to such parking facilities or any part thereof and hereafter acquired or constructed.

Permitted Investments
“Permitted Investments” means any of the following obligations to the extent then authorized by law for the investment of money of the Financing Authority:
(1) Direct 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; (2) Direct obligations of any of the following federal agencies, which obligations represent the full faith and credit of the United States of America:
∑ Export-Import Bank
∑ Farm Credit System Financial Assistance Corporation
∑ Rural Economic Community Development Administration (formerly the Farmers Home Administration)
∑ General Services Administration
∑ U.S. Maritime Administration
∑ Small Business Administration
∑ Government National Mortgage Association (GNMA)

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∑ U.S. Department of Housing & Urban Development (PHA’s) ∑ Federal Housing Administration
∑ Federal Financing Bank;
(3) Direct obligations of any of the following federal agencies, which obligations are not fully guaranteed by the full faith and credit of the United States of America:
∑ Senior debt obligations rated “Aaa” by Moody’s and “AAA” by S&P issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC)
∑ Obligations of the Resolution Funding Corporation (REFCORP) ∑ Senior debt obligations of the Federal Home Loan Bank System ∑ Senior debt obligations of other Government Sponsored Agencies; (4) U.S. dollar denominated deposit accounts, federal funds and bankers’ acceptances with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of “A-l” or “A-1+” by S&P and “P-1” by Moody’s and maturing no more than three hundred sixty (360) days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank);
(5) Commercial paper which is rated at the time of purchase in the single highest classification, “A-1+” by S&P and “P-1” by Moody’s and which matures not more than two hundred seventy (270) days after the date of purchase;
(6) Investments in a money market fund rated “AAAm” or “AAAm-G” by S&P, including any such fund managed, advised or sponsored by the Trustee or any of its affiliates; (7) Pre-refunded municipal obligations defined as follows: Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and
(A) which are rated, based on an irrevocable escrow account or fund (the “escrow”), in the highest rating category of S&P and Moody’s or any successors thereto; or (B) (i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (1) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or

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other obligations described in this paragraph on the maturity date or dates specified in such irrevocable instructions, as appropriate;
(8) General obligations of states with a rating of at least “A2/A” or higher by both Moody’s and S&P;
(9) Investment agreements (supported by appropriate opinions of counsel) with notice to S&P;
(10) Shares in the California Asset Management Program (established pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State) that invests exclusively in investments permitted by Section 53635 of the Government Code of the State, as now existing and as it may be amended from time to time;
(11) The Local Agency Investment Fund (established under Sections 5360053609 of the California Government Code, as amended or supplemented from time to time); and (12) Other forms of investment agreements (including repurchase agreements) with notice to S&P.

Unless otherwise provided in this Indenture, the value of the above investments shall be determined at fair market value.

The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of an investment in such Permitted Investments.

Principal Corporate Trust Office
“Principal Corporate Trust Office” means the corporate trust office of the Trustee in Los Angeles, California, or such other office designated by the Trustee from time to time.

Principal Subaccount
“Principal Subaccount” means the subaccount within the Redemption Account by that name established pursuant to Section 4.03.

Qualified Reserve Fund Credit Instrument
“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Trustee pursuant to Section 4.03(c) provided that all of the following requirements are met: (i) the long-term credit rating of such bank or insurance company at the time of delivery of such letter of credit or surety bond is rated in one of the two highest rating categories by Moody’s or S&P; (ii) such letter of credit or surety bond has a term of at least twelve (12) months; (iii) such letter of credit or surety bond has a stated amount at least equal to the portion of the 2020 Reserve Requirement with respect to which funds are proposed to be released pursuant to Section 4.03(c); and (iv) the Trustee is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist

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from time to time in the amounts available to repay the principal of and interest on the 2020 Bonds.

Record Date
“Record Date” means, with respect to any Interest Payment Date, the day of the month that is the fifteenth (15th) day of the month prior to such Interest Payment Date.

Redemption Account
“Redemption Account” means the account within the 2020 Installment Payment Fund by that name established pursuant to Section 4.03.

Representation Letter
“Representation Letter” means the blanket letter of representation from the Financing Authority to The Depository Trust Company, New York, New York, relating to its book-entry securities.

Requisition of the Financing Authority
“Requisition of the Financing Authority” means an instrument in writing signed by the Chairperson, Vice-Chairperson, Executive Director or Treasurer of the Financing Authority, or by any other officer of the Financing Authority duly authorized by the Financing Authority for that purpose.

Requisition of the Parking Authority
“Requisition of the Parking Authority” means an instrument in writing signed by the Chairperson, the Executive Director, or the Treasurer of the Parking Authority, or by any other officer of the Parking Authority duly authorized by the Parking Authority for that purpose.

Revenues
“Revenues” means all 2020 Installment Payments paid by the Parking Authority and received by the Financing Authority, its successors and assigns under the 2020 Installment Purchase Agreement, together with all income from any investment pursuant to Section 10.06 of any money in any account or fund established pursuant hereto.

Securities Depositories
“Securities Depositories” means The Depository Trust Company, New York, New York, and its successors and assigns or if (a) the then Depository resigns from its functions as securities depository of the Notes, or (b) the Financing Authority discontinues use of the Depository pursuant to Section 2.15 hereof, any other securities depository which agrees to follow the procedures requested to be followed by a securities depository in connection with the Notes and which is selected by the Financing Authority with the consent of the Trustee.

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S&P
“S&P” means S&P Global Ratings, a Standard and Poor’s Financial Services LLC business, and its successors or assigns, but only to the extent that such entity is then rating any Parity Obligations at the request of the Financing Authority.

State
“State” means the State of California.

Supplemental Indenture
“Supplemental Indenture” means any indenture, duly executed and delivered by the Financing Authority and the Trustee and in full force and effect, which is amendatory hereof or supplemental hereto; but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.

Tax Certificate
“Tax Certificate” means the Tax Certificate dated as of __________, 2020, concerning certain matters pertaining to the use and investment of proceeds of the 2020 Bonds, executed by the Financing Authority and the Parking Authority, including any and all exhibits attached thereto.

Treasurer
“Treasurer” means the Treasurer of the Financing Authority.

Trustee
“Trustee” means Wells Fargo Bank National Association, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, at its Principal Corporate Trust Office, or any successor Trustee which may at any time be substituted in place of the original or any successor Trustee hereunder as provided in Section

6.01. Written Request of the Financing Authority
“Written Request of the Financing Authority” means an instrument in writing signed by the Chairperson, Vice-Chairperson, Executive Director or Treasurer of the Financing Authority, or by any other officer of the Financing Authority duly authorized by the Financing Authority for that purpose.

SECTION 1.02 Equal Security. In consideration of the acceptance of the 2020 Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract by and among the Financing Authority, the Trustee and the Owners from time to time of all 2020 Bonds authorized, executed, authenticated and delivered hereunder and then Outstanding to secure the full and final payment of the interest on and principal of and redemption premiums, if

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any, on all 2020 Bonds which may from time to time be authorized, executed, authenticated and delivered hereunder, subject to the agreements, conditions, covenants and terms contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Financing Authority shall be for the equal and proportionate benefit, protection and security of all Owners of the 2020 Bonds without distinction, preference or priority as to security or otherwise of any 2020 Bonds over any other 2020 Bonds by reason of the number or date thereof or the time of authorization, sale, execution, authentication or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein.

ARTICLE II
ISSUANCE OF 2020 BONDS
SECTION 2.01 Authorization and Purpose of 2020 Bonds. The Financing Authority has reviewed all proceedings heretofore taken relative to the authorization of the 2020 Bonds and has found, as a result of such review, and hereby finds and determines that, as of the date of issuance of the 2020 Bonds, all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the 2020 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Financing Authority is now authorized, pursuant to the Act and each and every requirement of law, to issue the 2020 Bonds in the form and manner provided herein for the purpose of providing funds to prepay the 2015 Installment Sale Agreement and to finance the Improvements, as provided under the 2020 Installment Purchase Agreement, and that the 2020 Bonds shall be entitled to the benefit, protection and security of the provisions hereof.

SECTION 2.02 Terms of 2020 Bonds. The 2020 Bonds shall be designated the “Stockton Public Financing Authority Parking Revenue Bonds, Series 2020” and shall be issued in the aggregate principal amount of _____ dollars ($_____).

The 2020 Bonds shall be dated the date of their original delivery, shall be issued in fully registered form in denominations of five thousand dollars ($5,000) or any integral multiple of five thousand dollars ($5,000) (not exceeding the principal amount of 2020 Bonds maturing at any one time), and shall mature on the dates and in the principal amounts and shall bear interest at the annual interest rates as set forth in the following schedule:

Maturity Date
(March 1) Principal Amount Interest Rate

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The 2020 Bonds shall bear interest payable in lawful money of the United States of America at the annual interest rates (based on a 360-day year of twelve, 30-day calendar months) set forth above, payable semiannually on each Interest Payment Date. Each 2020 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless such date of authentication is an Interest Payment Date or is during the period from the day after the Record Date preceding an Interest Payment Date to such Interest Payment Date, both dates inclusive, in which event it shall bear interest from such Interest Payment Date, or unless such date of authentication is prior to the first Record Date, in which event it shall bear interest from its date; provided, that if at the time of authentication of any 2020 Bonds interest is then in default on the Outstanding 2020 Bonds, such 2020 Bonds shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on the Outstanding 2020 Bonds. Payment of interest on the 2020 Bonds due on any Interest Payment Date on or before the maturity or prior redemption thereof shall be made only to the person whose name appears in the bond registration books kept by the Trustee pursuant to Section 2.08 as the registered owner thereof as of the close of business on the Record Date for such Interest Payment Date, whether or not such Record Date is a Business Day, and shall be paid by check mailed on such Interest Payment Date by first class mail to such registered owner at the address as it appears in such books; provided, that upon the written request of any Owner of one million dollars ($1,000,000) or more in aggregate principal amount of 2020 Bonds received by the Trustee prior to the applicable Record Date (which request shall remain in effect until rescinded in writing by such Owner), interest shall be paid on each Interest Payment Date by wire transfer of immediately available funds to an account maintained in any bank or trust company in the United States of America that is a member of the Federal Reserve System designated in writing by such Owner.

The principal of the 2020 Bonds shall be payable in lawful money of the United States of America upon the surrender thereof at maturity or on redemption prior to maturity at the Principal Corporate Trust Office of the Trustee.

SECTION 2.03 Redemption of 2020 Bonds.
(a) The 2020 Bonds maturing on or after March 1, 20__, are subject to optional redemption by the Financing Authority prior to their respective stated maturity dates, upon notice as hereinafter provided, from any source of funds other than sinking account payments, on any date on or after March 1, 20__, as a whole or in part, in either case at a redemption price equal to the sum of the principal amount thereof to be redeemed plus accrued interest thereon to the redemption date, without premium. (b) The Series 2020 Bonds maturing on March 1, 20__ and March 1, 20__ (together, the “Term Bonds”) are also subject to mandatory redemption prior to their respective stated maturities, commencing March 1, _____, and March 1, _____, respectively, and on March 1 in each year thereafter to and including March 1, _____, and March 1, _____, respectively, in part by lot, from mandatory sinking account payments at a redemption price equal to the principal amount thereof, plus accrued interest, if any, to the redemption date, without premium, as set forth below in the aggregate respective principal amounts and on the respective dates as set forth in the following tables; provided, however, that if some but not all of such Series 2020

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Bonds have been redeemed pursuant to optional redemption provisions of this Indenture, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Bonds so redeemed, to be allocated among such sinking fund payments on a pro rata basis in integral multiples of $5,000. The Parking Authority shall provide the Trustee with a revised sinking fund schedule.

Redemption Date
(March 1)
Principal
Amount
_______
* Maturity.

Redemption Date
(March 1)
Principal
Amount
_______
* Maturity.
(c) If less than all Outstanding 2020 Bonds are to be redeemed at any one time, the Financing Authority shall select the maturity date or dates of the 2020 Bonds to be redeemed, and if less than all the Outstanding 2020 Bonds maturing by their terms on any one maturity date are to be redeemed at any one time, the Trustee shall select by lot the 2020 Bonds or the portions thereof of such maturity date, and the Trustee shall promptly notify the Financing Authority in writing of the numbers of the 2020 Bonds so selected by it for redemption, and for purposes of such selection, 2020 Bonds shall be deemed to be composed of five thousand dollars ($5,000) multiples and any such multiple may be separately redeemed. (d) The Financing Authority shall notify the Trustee of an optional redemption at least forty-five (45) days prior to the date fixed for optional redemption (unless the Trustee shall agree to some lesser number of days for notice of optional redemption), and each notice of redemption shall be mailed by first class mail by the Trustee, not less than twenty (20) nor more than sixty (60) days prior to the redemption date, to (i) the respective Owners of the 2020 Bonds designated for redemption at their addresses appearing on the registration books kept by the Trustee pursuant to Section 2.08 as the registered owners thereof, (ii) the Information Services and (iii) the Securities Depositories. Each notice of redemption shall state the date of such notice, the 2020 Bonds to be redeemed, the date of the 2020 Bonds, the redemption date, the redemption price, the place of redemption (including the name and address of the Principal

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Corporate Trust Office of the Trustee), the CUSIP number (if any) of the maturity or maturities, and, if less than all of the 2020 Bonds of any one maturity are to be redeemed, the distinctive numbers of the 2020 Bonds of such maturity to be redeemed and, in the case of 2020 Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed.

Each such notice shall also state that, subject to the rescission of such redemption as provided in the Indenture, on such redemption date there will become due and payable on each of the 2020 Bonds to be redeemed the redemption price thereof and, in the case of a 2020 Bonds to be redeemed in part only, the specified portion of the principal amount thereof to be redeemed, and that from and after such redemption date interest on such 2020 Bonds shall cease to accrue, and each such notice shall require that such 2020 Bonds be then surrendered at the Principal Corporate Trust Office of the Trustee specified in the redemption notice for payment of the redemption price thereof; provided, that neither failure to receive any such notice nor any defect contained therein shall invalidate any of the proceedings taken in connection with any such redemption.
(e) If notice of redemption has been duly given as aforesaid and money for the payment of the redemption price of the 2020 Bonds called for redemption is held by the Trustee, then, on the redemption date designated in such notice the 2020 Bonds so called for redemption shall become due and payable, and from and after the date so designated interest on such 2020 Bonds shall cease to accrue, and the Owners of such 2020 Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. (f) Any notice of optional redemption may be rescinded by Written Request of the Financing Authority given to the Trustee not later than five days prior to the date fixed for redemption. Upon receipt of such Written Request of the Financing Authority, the Trustee shall promptly mail notice of such rescission to the same parties that were mailed the original notice of redemption.
(g) With respect to any notice of optional redemption of 2020 Bonds delivered pursuant to this Section 2.03, unless, upon the giving of such notice, such 2020 Bonds are deemed to have been paid within the meaning of Article VIII, such notice shall state (1) that redemption will be conditional upon the receipt by the Trustee on or before the date fixed for redemption of amounts sufficient to pay the principal of, and premium (if any) and interest on, such 2020 Bonds to be redeemed and (2) that if such amounts are not so received, then the notice shall be of no force and effect and the Financing Authority shall not be required to redeem such 2020 Bonds. The Financing Authority may also instruct the Trustee to provide conditional notice of optional redemption, which may be conditioned on the occurrence of any other event if such notice states that if such event does not occur then the notice shall be of no force and effect and the Financing Authority shall not be required to redeem such 2020 Bonds. If a notice of optional redemption contains such a condition and such amounts are not so received or such event does not occur, then the optional redemption shall not be made, and the Trustee shall, within a reasonable time thereafter, give notice to the Owners to the effect that such amounts were not so received or such event did not occur and such redemption was not made, such notice to be given by the Trustee in the manner in which the notice of redemption was given. Such failure to optionally redeem such 2020 Bonds shall not constitute an Event of Default.

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SECTION 2.04 Form of 2020 Bonds. The 2020 Bonds (and the certificate of authentication and assignment to appear thereon) shall be substantially in the form set forth in Exhibit A hereto attached and by this reference incorporated herein.

SECTION 2.05 Execution of 2020 Bonds. The Chairperson or Executive Director of the Financing Authority is hereby authorized and directed to execute each of the 2020 Bonds on behalf of the Financing Authority and the Secretary of the Financing Authority is hereby authorized and directed to countersign each of the 2020 Bonds on behalf of the Financing Authority, which signatures of such Chairperson or Executive Director and Secretary may be manually subscribed or may be copied, printed, lithographed or engraved by facsimile reproduction; provided, that in case any officer whose signature appears on the 2020 Bonds shall cease to be such officer before the delivery of the 2020 Bonds to the purchaser thereof, such signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until such delivery of the 2020 Bonds.

Only those 2020 Bonds bearing thereon a certificate of authentication in the form hereinbefore referred to, executed manually and dated by the Trustee, shall be entitled to any benefit, protection or security hereunder or be valid or obligatory for any purpose, and such certificate of authentication of the Trustee shall be conclusive evidence that the 2020 Bonds so authenticated have been duly authorized, executed, issued and delivered hereunder and are entitled to the benefit, protection and security hereof.

SECTION 2.06 Transfer and Payment of 2020 Bonds. Any 2020 Bonds may, in accordance with its terms, be transferred in the books required to be kept by the Trustee pursuant to the provisions of Section 2.08 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2020 Bonds for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form acceptable to the Trustee.

Whenever any 2020 Bonds shall be surrendered for transfer, the Financing Authority shall execute, and the Trustee shall authenticate and deliver to the transferee a new 2020 Bond or 2020 Bonds and aggregate principal amount of the same maturity date and of the same or other authorized denominations. All costs of printing 2020 Bonds and any services rendered or expenses incurred by the Trustee in connection with any such exchange shall be paid by the Financing Authority; provided, that the Trustee shall require the payment by the Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer as a condition precedent to the exercise of such privilege.

The Financing Authority and the Trustee may deem and treat the registered owner of any 2020 Bonds as the absolute owner of such 2020 Bonds for the purpose of receiving payment thereof and for all other purposes, whether such 2020 Bonds shall be overdue or not, and neither the Financing Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and payment of the interest on and principal of and redemption premium, if any, on such 2020 Bonds shall be made only to such registered owner thereof, which payments shall be valid and effectual to satisfy and discharge liability on such 2020 Bonds to the extent of the sum or sums so paid.

The Trustee shall not be required to register the transfer of any 2020 Bonds during the period established by the Trustee for the selection of 2020 Bonds for redemption or to

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register the transfer of any 2020 Bonds which has been selected for redemption in whole or in part from and after the day of mailing a notice of redemption of such 2020 Bonds selected for redemption in whole or in part as provided in Section 2.03(d).

The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

SECTION 2.07 Exchange of 2020 Bonds. Any 2020 Bond may be exchanged at the Principal Corporate Trust Office of the Trustee for a new 2020 Bond and aggregate principal amount of the same maturity date and of the same or other authorized denominations. All costs of printing 2020 Bonds and any services rendered or expenses incurred by the Trustee in connection with any such exchange shall be paid by the Financing Authority; provided. that the Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange as a condition precedent to the exercise of such privilege. The Trustee shall not be required to exchange any 2020 Bonds during the period established by the Trustee for the selection of 2020 Bonds for redemption or to exchange any 2020 Bonds which has been selected for redemption in whole or in part from and after the day of mailing of a notice of redemption of such 2020 Bonds selected for redemption in whole or in part as provided in Section 2.03(d).

SECTION 2.08 2020 Bonds Registration Books. The Trustee will keep at its Principal Corporate Trust Office sufficient books for the registration and transfer of the 2020 Bonds which shall during normal business hours be open to inspection by the Financing Authority, and upon presentation for such purpose the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer the 2020 Bonds in such books as hereinabove provided.

SECTION 2.09 Mutilated, Destroyed, Stolen or Lost 2020 Bonds. If any 2020 Bonds shall become mutilated the Trustee at the expense of the Owner shall thereupon authenticate and deliver a new 2020 Bonds of like tenor and principal amount of authorized denominations in exchange and substitution for the 2020 Bonds so mutilated, but only upon surrender to the Trustee at its Principal Corporate Trust Office of the 2020 Bonds so mutilated, and every mutilated 2020 Bonds so surrendered to the Trustee shall be cancelled and destroyed by the Trustee in accordance with its retention policy then in effect.

If any 2020 Bonds shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee at its Principal Corporate Trust Office and, if such evidence be satisfactory to the Trustee and indemnity satisfactory to the Trustee shall be given, the Trustee, at the expense of the Owner, shall thereupon authenticate and deliver a new 2020 Bonds of like tenor and principal amount of authorized denominations in lieu of and in substitution for the 2020 Bonds so lost, destroyed or stolen.

The Trustee may require payment of the expenses which shall be incurred by the Financing Authority and the Trustee in connection with the issuance of each new 2020 Bonds

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under this section. Any 2020 Bond issued under the provisions of this section in lieu of any 2020 Bonds alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits hereof with all other 2020 Bonds secured hereby, and neither the Financing Authority nor the Trustee shall be required to treat both the original 2020 Bonds and any replacement 2020 Bonds as being Outstanding for the purpose of determining the principal amount of 2020 Bonds which may be issued hereunder or for the purpose of determining any percentage of 2020 Bonds Outstanding hereunder, but both the original and replacement 2020 Bonds shall be treated as one and the same.

SECTION 2.10 [Reserved]
SECTION 2.11 Use of Book-Entry System for 2020 Bonds. The 2020 Bonds shall be initially issued and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), or such other nominee as DTC shall request pursuant to the Representation Letter, and the ownership of such 2020 Bonds shall be registered in the registration records maintained by the Trustee pursuant to Section 2.08 in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC shall request pursuant to the Representation Letter, and payment of the interest on the 2020 Bonds registered in the name of Cede & Co. shall be made on each Interest Payment Date to the account, in the manner and at the address indicated in or pursuant to the Representation Letter, and the 2020 Bonds shall be issued in the form of a single 2020 Bond for each stated maturity of the 2020 Bonds, representing the aggregate principal amount of the 2020 Bonds of such maturity. The Financing Authority and the Trustee may treat DTC (or its nominee) as the sole and exclusive owner of the 2020 Bonds registered in its name for the purposes of payment of the interest on or principal of or redemption premiums, if any, on such 2020 Bonds, for selecting the 2020 Bonds or portions thereof to be redeemed, for giving any notice permitted or required to be given to Owners hereunder, for registering the transfer of 2020 Bonds, for obtaining any consent or other action to be taken by Owners of the 2020 Bonds and for all other purposes whatsoever; and neither the Financing Authority nor the Trustee shall be affected by any notice to the contrary, and neither the Financing Authority nor the Trustee shall have any responsibility or obligation to any Participant (which shall mean, for purposes of this section, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the 2020 Bonds under or through DTC or any Participant, or any other person whom is not shown on the registration records as being a Owner of 2020 Bonds, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the interest on or principal of or redemption premium, if any, on the 2020 Bonds, (iii) any notice which is permitted or required to be given to Owners of 2020 Bonds hereunder, (iv) the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the 2020 Bonds, or (v) any consent given or other action taken by DTC as a Owner of 2020 Bonds. The Trustee shall pay the interest on and principal of and redemption premiums, if any, on the 2020 Bonds at the times, to the accounts, at the addresses and otherwise in accordance with the Representation Letter, and all such payments shall be valid and effective to satisfy fully and discharge the Financing Authority’s obligations with respect to the interest on or principal of and redemption premiums, if any, on the 2020 Bonds to the extent of the sum or sums so paid.

Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to

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substitute a new nominee in place of its then existing nominee, the 2020 Bonds will be transferable to such new nominee in accordance with the last paragraph of this section.

In the event that the Financing Authority determines that it is in the best interests of the beneficial owners of the 2020 Bonds that they be able to obtain definitive 2020 Bonds, the Trustee shall, upon receipt of a Written Request of the Financing Authority, so notify DTC, whereupon DTC shall notify the Participants of the availability through DTC of definitive 2020 Bonds, and in such event, the 2020 Bonds will be transferable in accordance with the last paragraph of this section. DTC may determine to discontinue providing its services with respect to the 2020 Bonds at any time by giving written notice of such discontinuance to the Financing Authority or the Trustee and discharging its responsibilities with respect thereto under applicable law, and in such event the 2020 Bonds will be transferable in accordance with the last paragraph of this section. Whenever DTC requests the Financing Authority and the Trustee to do so, the Financing Authority and the Trustee will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the 2020 Bonds then Outstanding, and in such event, the 2020 Bonds will be transferable to such securities depository in accordance with the last paragraph of this section, and thereafter all references herein to DTC or its nominee shall be deemed to refer to such successor securities depository and its nominee, as appropriate.

So long as all 2020 Bonds Outstanding are registered in the name of any nominee of DTC, all payments with respect to the interest on and principal of and redemption premiums, if any, on the 2020 Bonds and all notices with respect to the 2020 Bonds shall be made and given to DTC as provided in the Representation Letter.

The Trustee is hereby authorized and requested to execute and deliver the Representation Letter and, in connection with any successor nominee of DTC or any successor depository, enter into comparable arrangements, and shall have the same rights with respect to its actions thereunder as it has with respect to its actions hereunder.

If any transfer or exchange of 2020 Bond is authorized under the first or second paragraphs of this section, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the 2020 Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Sections 2.06 and 2.07. In the event that definitive 2020 Bonds are issued to Owners other than Cede & Co., its successor as nominee of DTC as Owner of all the 2020 Bonds, another securities depository as Owner of all the 2020 Bonds, or the nominee of such successor securities depository, the provisions of Sections 2.06 and 2.07 shall also apply to, among other things, the registration, exchange and transfer of the 2020 Bonds and the method of payment of the interest on and principal of and redemption premiums, if any, on the 2020 Bonds.

ARTICLE III
ISSUANCE OF 2020 BONDS AND APPLICATION OF PROCEEDS
SECTION 3.01 Procedure for the Issuance of 2020 Bonds. At any time after the sale of the 2020 Bonds in accordance with the Act, the Financing Authority shall execute the

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2020 Bonds for issuance hereunder and shall deliver them to the Trustee, and thereupon the 2020 Bonds shall be authenticated and delivered by the Trustee to the purchaser thereof upon receipt of a Written Request of the Financing Authority and upon receipt of payment therefor from such purchaser. Upon receipt of payment of the purchase price of the 2020 Bonds by the purchaser thereof, the Trustee shall set aside and deposit in or transfer such net purchase price of the 2020 Bonds received from such sale to the following respective accounts or funds:
(a) The Trustee shall transfer to Wells Fargo Bank, National Association the amount of $______, for the prepayment of the 2015 Installment Sale Agreement pursuant to the terms of the 2015 Installment Sale Agreement;
(b) The Trustee shall deposit in the “Stockton Public Financing Authority Parking Revenue Bonds, Series 2020 Acquisition and Construction Fund” an amount equal to $_______.
(c) The Trustee shall deposit in the “Stockton Public Financing Authority Parking Revenue Bonds, Series 2020 Costs of Issuance Fund,” the sum of $_______. (d) The Trustee shall deposit $_____ in the 2020 Reserve Account.

SECTION 3.02 Acquisition and Construction Fund. The Trustee shall establish, maintain and hold in trust a separate fund to be known as the “Stockton Public Financing Authority Water Revenue Bonds, Series 2020 Acquisition and Construction Fund.” Except as otherwise provided herein, moneys in the Acquisition and Construction Fund shall be used solely for the payment of Acquisition and Construction Costs, as defined in the 2020 Installment Agreement. Before any payment from the Acquisition and Construction Fund shall be made, the Parking Authority shall file or cause to be filed with the Trustee, a Requisition of the Parking Authority which shall be substantially in the form attached hereto as Exhibit B. The Trustee shall be entitled to rely on the representations of the Parking Authority contained in such Requisition of the Parking Authority and shall not be required to independently verify the contents of such Requisition of the Parking Authority.

Within five (5) Business Days following receipt of each such Requisition of the Parking Authority, the Trustee shall pay the amount set forth in such Requisition of the Parking Authority as directed by the terms thereof out of the Acquisition and Construction Fund. Upon the Written Request of the Financing Authority accompanied by a written certificate of the Parking Authority stating that all Acquisition and Construction Costs have been paid or provision made for their payment, any unexpended moneys in the Acquisition and Construction Fund may be used to pay the costs associated with any other improvements to the Parking Facilities, provided that in the Opinion of Counsel such use of the proceeds of the 2020 Bonds shall not adversely affect the exclusion of interest on the 2020 Bonds from gross income of the owners thereof. Any unexpended moneys in the Acquisition and Construction Fund subsequent to the payment of all Acquisition and Construction Cost which are not used to pay the cost of other improvements to the Parking Facilities shall be transferred to the Installment Payment Fund and applied to the payment of the 2020 Bonds upon receipt by the Trustee of a Written Request of the Financing Authority accompanied by a written certificate of the Parking

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Authority stating that all Acquisition and Construction Costs have been paid or provision made for their payment.

SECTION 3.03 Costs of Issuance Fund. The Trustee shall establish, maintain and hold in trust a separate fund to be known as the “Stockton Public Financing Authority Parking Revenue Bonds, Series 2020 Costs of Issuance Fund.” Except as otherwise provided herein, moneys in the Costs of Issuance Fund shall be used solely for the payment of the Costs of Issuance of the 2020 Bonds. The Trustee shall disburse moneys in the Costs of Issuance Fund from time to time to pay Costs of Issuance (or to reimburse the Financing Authority for payment of Costs of Issuance) upon receipt by the Trustee of a Requisition of the Financing Authority, substantially in the form attached hereto as Exhibit C. Upon the earlier of 180 days from the Closing Date or the filing with the Trustee of a Certificate of the Financing Authority stating that all Costs of Issuance have been paid, the Trustee shall withdraw all amounts then on deposit in the Costs of Issuance Fund and transfer such amounts to the Installment Payment Fund and the Costs of Issuance Fund shall then be closed.

SECTION 3.04 Validity of 2020 Bonds. The validity of the issuance of the 2020 Bonds shall not be dependent on or affected in any way by the proceedings taken by the Financing Authority with respect to or in connection with the 2020 Installment Purchase Agreement. The recital contained in the 2020 Bonds that the same are issued pursuant to the Act and pursuant hereto shall be conclusive evidence of their validity and of the regularity of their issuance, and all 2020 Bonds shall be incontestable from and after their issuance. The 2020 Bonds shall be deemed to be issued, within the meaning hereof, whenever the definitive 2020 Bonds (or any temporary 2020 Bonds exchangeable therefor) shall have been delivered to the purchaser thereof and the proceeds of sale thereof received.

ARTICLE IV

REVENUES
SECTION 4.01 Pledge of Revenues. All Revenues received by the Financing Authority are hereby assigned by the Financing Authority to the Trustee for the benefit of the Owners of the 2020 Bonds, and are hereby irrevocably pledged to the payment of the interest on and principal of and redemption premiums, if any, on the 2020 Bonds as provided herein, and the Revenues shall not be used for any other purpose while any of the 2020 Bonds remain Outstanding; provided, that out of the Revenues there may be applied such sums for such purposes as are permitted hereunder and in the 2020 Installment Purchase Agreement. This pledge shall constitute a first and exclusive pledge of and charge and lien upon the Revenues and all money on deposit in the accounts and funds established hereunder for the payment of the interest on and principal of and redemption premiums, if any, on the 2020 Bonds in accordance with the terms hereof and thereof. The Financing Authority (to the extent of its rights, if any, in the 2020 Installment Payment Fund and all money on deposit in the accounts and funds established hereunder, although it is the intent of the parties hereto that the Financing Authority not have any right, title or interest in or to the 2020 Installment Payment Fund or such money) hereby pledges and grants a lien on and a security interest in the 2020 Installment Payment Fund and such money to the Trustee for the benefit of the Owners. The Financing Authority and the Trustee agree to take such action (including, if required under applicable law, the filing of

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financing statements and continuation statements) as may be necessary from time to time to perfect or otherwise preserve the priority of the pledge set forth herein.

In order to secure the pledge of the Revenues hereunder, the Financing Authority hereby transfers, conveys and assigns to the Trustee, for the benefit of the Owners, all of the Financing Authority’s rights under the 2020 Installment Purchase Agreement (excepting its right to indemnification thereunder), including the right to receive 2020 Installment Payments from the City, and the right to exercise any remedies provided therein in the event of a default by the City thereunder. The Trustee hereby accepts such assignment for the benefit of the Owners subject to the provisions of this Indenture.

SECTION 4.02 Receipt and Deposit of Revenues in the 2020 Installment Payment Fund. In order to carry out and effectuate the pledge, charge and lien contained herein, the Financing Authority agrees and covenants that all Revenues when and as received by the Financing Authority will be forthwith transferred by the Financing Authority to the Trustee for deposit in the “Stockton Public Financing Authority 2020 Installment Payment Fund,” which fund is hereby created and which fund the Financing Authority hereby agrees and covenants to maintain with the Trustee so long as any 2020 Bonds are Outstanding hereunder. All money in the 2020 Installment Payment Fund shall be accounted for through and held in trust in the 2020 Installment Payment Fund by the Trustee, and the Financing Authority shall have no beneficial right or interest in any money in the 2020 Installment Payment Fund except only as herein provided. All Revenues, whether received by the Financing Authority or deposited with the Trustee as herein provided, shall nevertheless be allocated, applied and disbursed solely to the purposes and uses hereinafter in this article set forth, and shall be accounted for separately and apart from all other accounts, funds, money or other resources of the Financing Authority.

SECTION 4.03 Establishment and Maintenance of Accounts for Use of Money in the 2020 Installment Payment Fund. All money in the 2020 Installment Payment Fund shall be set aside by the Trustee in the following respective special accounts within the 2020 Installment Payment Fund (each of which is hereby created and each of which the Trustee hereby covenants and agrees to cause to be maintained) in the following order of priority:

Interest Account,
Redemption Account, and
2020 Reserve Account.

All money in each of such accounts shall be held in trust by the Trustee and shall be applied, used and withdrawn only for the purposes hereinafter authorized in this section. (a) Interest Account. On March 1 and September 1 of each year, beginning on [September 1, 2020], the Trustee shall set aside from the 2020 Installment Payment Fund and deposit in the Interest Account an amount of money which is equal to the amount of interest becoming due and payable on all Outstanding 2020 Bonds on such March 1 or September 1, as the case may be; provided, that no such deposit need be made in the Interest Account if the amount contained therein is at least equal to the aggregate amount of interest becoming due and payable on all Outstanding 2020 Bonds on such Interest Payment Date. All money in the Interest

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Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the 2020 Bonds as it shall become due and payable (including accrued interest on any 2020 Bonds purchased or redeemed prior to maturity).
(b) Redemption Account. On March 1 of each year, beginning on March 1, 20__, the Trustee shall set aside from the 2020 Installment Payment Fund and deposit in the Principal Subaccount of the Redemption Account an amount of money equal to the principal amount of all Outstanding 2020 Bonds maturing on such March 1 and any mandatory sinking account payments relating to the Term Bonds coming due and payable on such March 1 by operation of mandatory sinking fund redemption pursuant to Section 2.03(b), provided, that no such deposit need be made in the Principal Subaccount on March 1 of any year if the amount contained in the Principal Subaccount therein is at least equal to the aggregate amount of the principal of all Outstanding 2020 Bonds maturing by their terms on such March 1 and any mandatory sinking account payments relating to the Term Bonds coming due and payable on such March 1 by operation of mandatory sinking fund redemption pursuant to Section 2.03(b).

All money in the Principal Subaccount in the Redemption Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the 2020 Bonds as they shall become due and payable, whether at maturity or on prior redemption. (c) 2020 Reserve Account.
(i) On March 1 of each year, beginning on March 1, 20__, the Trustee shall set aside from the 2020 Installment Payment Fund and deposit in the 2020 Reserve Account the amount of money necessary to restore the 2020 Reserve Account to the 2020 Reserve Requirement, and for this purpose all investments in each such account on March 1 of each year (beginning on March 1, 20__) shall be valued at the face value thereof if such investments mature within twelve (12) months from the date of such valuation, or if such investments mature more than twelve (12) months after the date of such valuation, at the price at which such investments are redeemable by the Owner, at his option, if so redeemable, or if not so redeemable, at the then current market value of such investments.
(ii) Any moneys in the 2020 Reserve Account shall be used solely for the purpose of paying the principal of and interest on the 2020 Bonds, if the moneys in the Installment Payment Fund are insufficient therefor. If the amount on deposit in the Installment Payment Fund on any date is insufficient to enable the Trustee to pay in full the aggregate amount of principal of and interest on the 2020 Bonds coming due and payable, the Trustee shall withdraw the amount of such insufficiency from the 2020 Reserve Account and transfer such amount to the Installment Payment Fund. (iii) If the amount on deposit in the 2020 Reserve Account exceeds the 2020 Reserve Requirement on the fifteenth (15th) calendar day of the month preceding any Interest Payment Date, the amount of such excess shall be withdrawn therefrom by the Trustee and transferred to the Installment Payment Fund and credited against the Installment Payment or Installment Payments next due from the City.

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(iv) The Financing Authority may fund all or a portion of the 2020 Reserve Requirement with one or more Qualified Reserve Fund Credit Instruments. Upon deposit of any future Qualified Reserve Fund Credit Instrument with the Trustee, the Trustee shall transfer any excess amounts then on deposit in the 2020 Reserve Account into a segregated account of the Installment Payment Fund, which monies shall be applied at the written direction of the Financing Authority either (i) to the payment within one year of the date of transfer of capital expenditures of the Financing Authority permitted by law, or (ii) to the redemption of 2020 Bonds on the earliest succeeding date on which such redemption is permitted hereby, and pending such application shall be held either not invested in investment property (as defined in section 148(b) of the Code), or invested in such property to produce a yield that is not in excess of the yield on the 2020 Bonds; provided, however, that the Financing Authority may by written direction to the Trustee cause an alternative use of such amounts if the Financing Authority shall first have obtained an Opinion of Counsel substantially to the effect that such alternative use will not adversely affect the exclusion pursuant to section 103 of the Code of interest on the 2020 Bonds from the gross income of the owners thereof for federal income tax purposes.

In any case where the 2020 Reserve Account is funded with a combination of cash and a Qualified Reserve Fund Credit Instrument, the Trustee shall deplete all cash balances before drawing on the Qualified Reserve Fund Credit Instrument. With regard to replenishment, any available moneys provided by the Financing Authority shall be used first to reinstate the Qualified Reserve Fund Credit Instrument and second, to replenish the cash in the 2020 Reserve Account. If the Qualified Reserve Fund Credit Instrument is drawn upon, the Financing Authority shall make payment of interest on amounts advanced under the Qualified Reserve Fund Credit Instrument after making any payments pursuant to subsections (a) and (b) of this Section 4.3.

If the Qualified Reserve Fund Credit Instrument will lapse or expire, the Trustee shall draw upon such Qualified Reserve Fund Credit Instrument prior to its lapsing or expiring in the full amount of such Qualified Reserve Fund Credit Instrument, make deposits from available Revenues to the 2020 Reserve Account to increase the amount on deposit therein to the 2020 Reserve Requirement or substitute such Qualified Reserve Fund Credit Instrument with a Qualified Reserve Fund Credit Instrument that satisfies the requirements of this subsection (c).

ARTICLE V

COVENANTS OF THE FINANCING AUTHORITY
SECTION 5.01 Punctual Payment and Performance. The Financing Authority will punctually pay the interest on and principal of and redemption premium, if any, to become due on every 2020 Bond issued hereunder from the Revenues in strict conformity with the terms hereof and of the 2020 Bonds, and will faithfully observe and perform all the agreements, conditions, covenants and terms to be observed or performed by it contained herein and in the 2020 Bonds.

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SECTION 5.02 Against Encumbrances. The Financing Authority will not make any pledge of or place any charge or lien upon the Revenues except as provided herein, and will not issue any bonds, notes or obligations payable from the Revenues or secured by a pledge of or charge or lien upon the Revenues except the 2020 Bonds.

SECTION 5.03 Tax Covenants.
(a) General. The Financing Authority hereby covenants with the owners of the 2020 Bonds that, notwithstanding any other provisions of this Indenture, it shall not take any action, or fail to take action, if any such action or failure to take action would adversely affect the exclusion from gross income of interest on the 2020 Bonds under Section 103 of the Code. The Financing Authority shall not, directly or indirectly, use or permit the use of proceeds of the 2020 Bonds or any of the property financed or refinanced with proceeds of the 2020 Bonds, or any portion thereof, by any person other than a governmental person (as such term is used in Section 141 of the Code and applicable Treasury Regulations), in such manner or to such extent as would result in the loss of exclusion from gross income for federal income tax purposes of interest on the 2020 Bonds.
(b) Use of Proceeds. The Financing Authority shall not take any action, or fail to take action, if any such action or failure to take action would cause the 2020 Bonds to be “private activity bonds” within the meaning of Section 141 of the Code and applicable Treasury Regulations, and in furtherance thereof, shall not make any use of the proceeds of the 2020 Bonds or any of the property financed or refinanced with proceeds of the 2020 Bonds, or any portion thereof, that would cause the 2020 Bonds to be “private activity bonds” within the meaning of Section 141 of the Code. To that end, so long as any 2020 Bonds are outstanding, the Financing Authority, with respect to such proceeds and property, will comply with the requirements of the Code and the Treasury Regulations, to the extent such requirements are, at the time, applicable and in effect. The Financing Authority shall establish reasonable procedures necessary to ensure continued compliance with Section 141 of the Code and the continued qualification of the 2020 Bonds as “governmental bonds.” (c) Arbitrage. The Financing Authority shall not, directly or indirectly, use or permit the use of any proceeds of any 2020 Bonds, or of any property financed or refinanced thereby, or of other funds of the Financing Authority, that would cause the 2020 Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code and applicable Treasury Regulations, and shall not otherwise take any action, or fail to take action, if such action or failure to take action would cause the 2020 Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code and applicable Treasury Regulations. To that end, the Financing Authority shall comply with all requirements of Section 148 of the Code and the Treasury Regulations to the extent such requirements are, at the time, in effect and applicable to the 2020 Bonds.
(d) Federal Guarantee. The Financing Authority shall not make any use of the proceeds of the 2020 Bonds, or of any other funds of the Financing Authority, that would cause the 2020 Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code, and shall not otherwise take any action, or fail to take action, when such action or failure to take

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action would cause the 2020 Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.
(e) Compliance with Tax Certificate. In furtherance of the foregoing tax covenants of this Section 5.03, the Financing Authority covenants that it will comply with the provisions of the Tax Certificate, which is incorporated herein as if fully set forth herein. These covenants shall survive payment in full or defeasance of the 2020 Bonds.

SECTION 5.04 Accounting Records and Reports. The Financing Authority will keep or cause to be kept proper books of record and accounts in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocation and application of the Revenues, and such books shall be available for inspection by the Trustee at reasonable hours and under reasonable conditions. Not later than March 31 following the close of each Fiscal Year, the Financing Authority will furnish or cause to be furnished to the Trustee audited financial statements for such Fiscal Year prepared by an Independent Certified Public Accountant. The Financing Authority will also keep or cause to be kept such other information as required under the Tax Certificate, and the Trustee shall have no duty to review or examine such statements.

SECTION 5.05 Prosecution and Defense of Suits. The Financing Authority will defend against every suit, action or proceeding at any time brought against the Trustee upon any claim to the extent arising out of the receipt, application or disbursement of any of the Revenues or to the extent involving the failure of the Financing Authority to fulfill its obligations hereunder; provided, that the Trustee or any affected Owner at its election may appear in and defend any such suit, action or proceeding. The Financing Authority will indemnify and hold harmless the Trustee against any and all liability claimed or asserted by any person to the extent arising out of any such failure by the Financing Authority, and will indemnify and hold harmless the Trustee against any attorney’s fees or other expenses which it may incur in connection with any litigation to which it may become a party by reason of its actions hereunder, except for any loss, cost, damage or expense resulting from the active or passive negligence, willful misconduct or breach of duty by the Trustee.

SECTION 5.06 Amendments to 2020 Installment Purchase Agreement. The Financing Authority will not supplement, amend, modify or terminate any of the terms of the 2020 Installment Purchase Agreement, or consent to any such supplement, amendment, modification or termination, without the prior written consent of the Trustee, which consent shall be given only if (a) such supplement, amendment, modification or termination will not materially adversely affect the interests of the Owners or result in any material impairment of the security hereby given for the payment of the 2020 Bonds, or (b) the Trustee first obtains the written consent of the Owners of a majority in aggregate principal amount of the 2020 Bonds then Outstanding to such supplement, amendment, modification or termination; provided, that no such supplement, amendment, modification or termination shall reduce the amount of 2020 Installment Payments to be made to the Financing Authority by the City pursuant to the 2020 Installment Purchase Agreement, or extend the time for making such 2020 Installment Payments, or permit the creation of any lien prior to the lien created by the 2020 Installment Purchase Agreement on the Net System Revenues without the written consent of the Owners of all the 2020 Bonds then Outstanding.

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SECTION 5.07 Continuing Disclosure. Pursuant to the 2020 Installment Purchase Agreement and the Continuing Disclosure Certificate (as defined in the 2020 Installment Purchase Agreement) the City has undertaken all responsibility for compliance with continuing disclosure requirements related to the 2020 Bonds. Notwithstanding any other provisions hereof, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default hereunder; provided, the Trustee may (and, at the request of any Participating Underwriter or the Owners of at least twenty-five per cent (25%) in aggregate principal amount of Outstanding 2020 Bonds, shall) or any Owner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section.

SECTION 5.08 Further Assurances. Whenever and so often as reasonably requested to do so by the Trustee or any Owner, the Financing Authority will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments, and promptly do or cause to be done all such other and further things as may be necessary or reasonably required in order to further and more fully vest in the Owners all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon them hereby.

ARTICLE VI

THE TRUSTEE
SECTION 6.01 The Trustee. Wells Fargo Bank, National Association at its Principal Corporate Trust Office, is hereby appointed Trustee for the purpose of receiving all money which the Financing Authority is required to transfer to it hereunder and for applying and using such money as provided herein for the purpose of paying the interest on and principal of and redemption premiums, if any, on the 2020 Bonds
The Financing Authority may remove the Trustee initially appointed and any successor thereto and may appoint a successor or successors thereto by an instrument in writing; provided, that any such successor shall be a bank or trust company doing business and having a corporate trust office in Los Angeles or San Francisco, California, having a combined capital (exclusive of borrowed capital) and surplus of at least one hundred million dollars ($100,000,000) and subject to supervision or examination by a federal or state banking authority.

If such bank or trust company 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 the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving thirty (30) days written notice of such resignation to the Financing Authority and to the Owners, and upon receiving such notice of resignation, the Financing Authority shall promptly appoint a successor Trustee by an instrument in writing having the qualifications required hereby. Any resignation or removal of a Trustee and appointment of a successor Trustee shall become effective only upon the acceptance of appointment by the successor Trustee. If within thirty (30) days after notice of the removal or resignation of the Trustee no successor Trustee shall have been appointed by the Financing Authority and shall have accepted such appointment, the removed or resigning Trustee may

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petition any court of competent jurisdiction for the appointment of a successor Trustee, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having the qualifications required hereby. The Trustee’s right to indemnify and reimbursement of outstanding fees and expenses shall survive the Trustee’s resignation or removal.

The Trustee is hereby authorized to pay interest on the 2020 Bonds due on or before the maturity or prior redemption thereof to the Owners as their names appear at the close of business as of the Record Date next preceding each Interest Payment Date on the registration books required to be kept by it pursuant to Section 2.08 as the registered owners thereof, such interest to be paid by check mailed by first class mail to the Owners at their addresses appearing on such books (except that upon the written request of any Owner of one million dollars ($1,000,000) or more in aggregate principal amount of 2020 Bonds received by the Trustee prior to the applicable Record Date (which such request shall remain in effect until rescinded in writing by such Owner), interest shall be paid on each Interest Payment Date by wire transfer of immediately available funds to an account maintained in any bank or trust company in the United States of America that is a member of the Federal Reserve System designated in writing by such Owner) and to pay to the Owners the principal of and redemption premiums, if any, on the 2020 Bonds upon presentation and surrender of the 2020 Bonds to the Trustee at maturity or on redemption prior to maturity. In accordance with its retention policy then in effect, the Trustee shall cancel and destroy all 2020 Bonds paid by it at maturity or on redemption prior to maturity and all 2020 Bonds surrendered to it by the Financing Authority, and shall deliver to the Financing Authority a certificate of such destruction, and the Trustee shall keep accurate records of all 2020 Bonds cancelled and destroyed by it hereunder. All money held by or on behalf of the Trustee for the payment of the interest on or principal of or redemption premiums, if any, on the 2020 Bonds, whether at maturity or upon prior redemption, shall be held in trust for the account of the Owners thereof, and the Trustee shall not be required to pay Owners or the Financing Authority any interest on, or be liable to the Financing Authority, the Owners or any other person for any interest earned on, any money so held.

Any company into which the Trustee shall be merged or converted or with which it may be consolidated or any company resulting from any merger, conversation or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, so long as such company shall meet the requirements set forth in this section, shall be the successor to the Trustee and shall be vested with all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding
SECTION 6.02 Liability of Trustee. The recitals of facts, agreements and covenants contained herein and in the 2020 Bonds shall be taken as statements, agreements and covenants of the Financing Authority, and the Trustee shall not assume any responsibility for the correctness of the same and does not make any representation as to the sufficiency or validity hereof or of the 2020 Bonds or of the 2020 Installment Purchase Agreement, and shall not incur any responsibility in respect thereof other than in connection with the rights and obligations expressly assigned to or imposed upon it herein or in the 2020 Bonds, and shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful

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misconduct. The Trustee shall not be liable for any error of judgment made in good faith, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts, and no provision hereof shall require the Trustee to expend or risk its own funds or otherwise incur any liability for the performance of its duties hereunder, or in the exercise of any of its rights or powers hereunder, if repayment of such funds, or adequate indemnity satisfactory to it against such risks or liability, is not assured to it.

The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts, and the Trustee shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder; provided, that the Trustee shall not be answerable for the negligence or misconduct of any attorney or certified public accountant selected by it with due care.

The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default that may have occurred, perform such duties and only such duties as are specifically set forth herein, and no implied duties or obligations shall be read herein against the Trustee. The Trustee shall, during the existence of any Event of Default (that has not been cured or waived), exercise such of the rights and powers vested in it hereby, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

The Trustee shall not be bound to recognize any person as the Owner of a 2020 Bonds unless and until such 2020 Bond is submitted for inspection, if required, and such Owner’s title thereto satisfactorily established, if disputed.

The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the 2020 Bonds at the time Outstanding relating to the time, method and place of conducting any proceedings for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee hereunder.

The Trustee shall be under no obligation to exercise any of the rights or powers vested in it hereby at the request, order or direction of any of the Owners pursuant to the provisions hereof unless such Owners shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. The Trustee has no obligation or liability to the Owners for the payment of the interest on, principal of or redemption premiums, if any, with respect to the 2020 Bonds from its own funds, but rather the Trustee’s obligations shall be limited to the performance of its duties and obligations hereunder.

The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and until an officer at the Trustee’s Principal Corporate Trust Office responsible for the administration of the Trustee’s duties and obligations hereunder shall have actual knowledge thereof or the Trustee shall have received written notice thereof at its Principal Corporate Trust Office. The Trustee shall not be bound to ascertain or to inquire as to the performance or observance of any of the agreements, conditions, covenants or terms herein or of

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any of the documents executed in connection with the 2020 Bonds, or as to the existence of an Event of Default hereunder.

The Trustee shall be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Trustee shall not be answerable for the professional malpractice of any attorney-at-law or certified public accountant in connection with the rendering of professional advice in accordance with the terms hereof, if such attorneyat-law or certified public accountant was selected by the Trustee with due care.

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

The Trustee shall have no responsibility, opinion or liability with respect to any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the 2020 Bonds.

All immunities, indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, employees, officers and agents thereof.

SECTION 6.03 Compensation and Indemnification of Trustee. The Financing Authority agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the duties and obligations of the Trustee hereunder, and the Financing Authority will pay or reimburse the Trustee upon its request for all expenses, disbursements and advances incurred or made by the Trustee and its affiliates, directors, employees or agents in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, default or willful misconduct. The Financing Authority, to the extent permitted by law, agrees to indemnify, defend and hold harmless the Trustee against any loss, damages, liability or expense incurred without negligence or bad faith on the part of the Trustee arising out of or in connection with (i) the exercise or performance of any of its duties or obligations hereunder, or (ii) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading in any official statement or other offering circular utilized in connection with the sale of any of the 2020 Bonds, including costs and expenses (including attorneys’ fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its duties and obligations hereunder. The rights of the Trustee and the obligations of the Financing Authority under this section shall survive the discharge of the 2020 Bonds and hereof and the resignation or removal of the Trustee.

SECTION 6.04 Notice to the Trustee. The Trustee shall be protected in acting upon any 2020 Bonds, certificate, consent, notice, opinion, report, request, resolution or other document or paper believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, including, without limitation, counsel to the Financing Authority, with regard to legal questions, and the opinion of such

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counsel shall be full and complete authorization and protection with respect to any action taken or suffered hereunder in good faith and in accordance therewith.

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

ARTICLE VII

AMENDMENT OF THE INDENTURE
SECTION 7.01 Amendment of the Indenture.
(a) The Indenture and the rights and obligations of the Financing Authority and of the Owners may be amended at any time by a Supplemental Indenture which shall become binding when the written consents of the Owners of a majority in aggregate principal amount of the 2020 Bonds then Outstanding, exclusive of 2020 Bonds disqualified as provided in Section 7.02, are filed with the Trustee; provided, that before executing any such Supplemental Indenture the Trustee shall first be provided at the Financing Authority’s expense with an Opinion of Counsel that such Supplemental Indenture is permitted by the Indenture, is enforceable against the Financing Authority and does not adversely impact the tax-exempt status of the interest on the 2020 Bonds, on which opinion the Trustee may conclusively rely. No such amendment shall (1) extend the maturity of or reduce the interest rate on or amount of interest on or principal of or redemption premium, if any, on or sinking fund payment for any 2020 Bonds without the express written consent of the Owner of such 2020 Bonds, or (2) permit the creation by the Financing Authority of any pledge of or charge or lien upon the Revenues as provided herein superior to or on a parity with the pledge, charge and lien created hereby for the benefit of the 2020 Bonds, or (3) reduce the percentage of 2020 Bonds required for the written consent to any such amendment, or (4) modify any duties or obligations of the Financing Authority or the Trustee without their prior written assent thereto, respectively. (b) This Indenture and the rights and obligations of the Financing Authority and of the Owners may also be amended at any time by a Supplemental Indenture which shall become binding upon adoption without the consent of any Owners, but only to the extent permitted by law, for any purpose that will not materially adversely affect the interests of the Owners, including (without limitation) for any one or more of the following purposes — (i) to add to the agreements and covenants required herein to be performed by the Financing Authority other agreements and covenants thereafter to be performed by the Financing Authority, or to surrender any right or power reserved herein to or conferred herein on the Financing Authority; or

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(ii) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Financing Authority may deem desirable or necessary and not inconsistent herewith; or
(iii) to add to the agreements and covenants required herein, such agreements and covenants as may be necessary to qualify the Indenture under the Trust Indenture Act of 1939; or
(iv) to make any amendments or supplements necessary or appropriate to preserve or protect the exclusion of interest on the 2020 Bonds from gross income for federal income tax purposes under the Code or the exemption of such interest from State personal income taxes; or
(v) to make such amendments or supplements as may be necessary or appropriate to maintain any then current rating on the 2020 Bonds; (vi) to add to the rights of the Trustee; or
(vii) many any other amendment or supplement not materially adverse to Owners of the 2020 Bonds;
provided, that before executing any such Supplemental Indenture the Trustee shall first be provided at the Financing Authority’s expense with an Opinion of Counsel that such Supplemental Indenture is permitted by the Indenture, on which opinion the Trustee may conclusively rely.

SECTION 7.02 Disqualified 2020 Bonds. 2020 Bonds owned or held by or for the account of the Financing Authority shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding 2020 Bonds provided in this article, and shall not be entitled to consent to or take any other action provided in this article.

SECTION 7.03 Endorsement or Replacement of 2020 Bonds After Amendment.

After the effective date of any action taken as hereinabove provided, the Financing Authority may determine that the 2020 Bonds may bear a notation by endorsement in form approved by the Financing Authority as to such action, and in that case upon demand of the Owner of any Outstanding 2020 Bonds and presentation of such Owner’s 2020 Bonds for such purpose at the Principal Corporate Trust Office of the Trustee, a suitable notation as to such action shall be made on such 2020 Bonds. If the Financing Authority shall so determine, new 2020 Bonds so modified as, in the opinion of the Financing Authority, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Owner of any Outstanding 2020 Bonds a new 2020 Bonds or 2020 Bonds shall be exchanged at the Principal Corporate Trust Office of the Trustee without cost to each Owner for its 2020 Bonds or 2020 Bonds then Outstanding upon surrender of such Outstanding 2020 Bonds.

SECTION 7.04 Amendment by Mutual Consent. The provisions of this article shall not prevent any Owner from accepting any amendment as to the particular 2020 Bonds held by him; provided, that due notation thereof is made on such 2020 Bonds.

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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF OWNERS
SECTION 8.01 Events of Default. The following events shall constitute “Events of Default” hereunder:
(a) if default shall be made by the Financing Authority in the due and punctual payment of the interest on any 2020 Bonds when and as the same shall become due and payable;
(b) if default shall be made by the Financing Authority in the due and punctual payment of the principal of or redemption premium, if any, on or the making of any sinking fund payment for any 2020 Bonds when and as the same shall become due and payable, whether at maturity or by proceedings for redemption;
(c) if default shall be made by the Financing Authority in the performance of any of the agreements or covenants contained herein required to be performed by the Financing Authority, and such default shall have continued for a period of thirty (30) days after the Financing Authority shall have been given notice in writing of such default by the Trustee; (d) if the Financing Authority shall file 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 if a court of competent jurisdiction shall approve a petition filed with or without the consent of the Financing Authority 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 if under the provisions of any other law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or control of the Financing Authority or of the whole or any substantial part of its property; or (e) If an Event of Default (as that term is defined in the 2020 Installment Purchase Agreement) has occurred under the 2020 Installment Purchase Agreement.

Notwithstanding anything to the contrary contained herein, in no event are the 2020 Bonds subject to acceleration if an Event of Default occurs and is continuing.

SECTION 8.02 Application of Funds Upon Default. All money in the accounts and funds provided in Sections 3.01, 4.02 and 4.03 upon the date of the declaration of an Event of Default by the Trustee as provided in Section 8.01 and all Revenues thereafter received by the Financing Authority hereunder shall be transmitted to the Trustee and shall be applied by the Trustee in the following order--
First, to the payment of the costs and expenses of the Trustee, if any, in carrying out the provisions of this article, including any outstanding fees and expenses of the Trustee and including reasonable compensation to its accountants and counsel, and thereafter to the payment of the costs and expenses of the Owners in providing for the declaration of such Event of Default, including reasonable compensation to their accountants and counsel;

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Second, to the payment of the Owners entitled thereto of all installments of interest then due on the 2020 Bonds, in the order of the maturity of the installments of such interest, and if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Owners entitled thereto, without any discrimination or privilege; Third, to the payment of the Owners entitled thereto of the unpaid principal of and redemption premiums, if any, on any of the 2020 Bonds which shall have become due (other than 2020 Bonds matured or called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture) in the order of their due dates, and if the amount available shall not be sufficient to pay in full the principal of and redemption premiums, if any, on such 2020 Bonds due on any particular date, then to the payment ratably, according to the amount due on such date, to the Owners entitled thereto without any discrimination or privilege; and
Fourth, to be held for the payment to the Owners entitled thereto as the same shall become due of the principal of and redemption premiums, if any, on and interest on the 2020 Bonds which may thereafter become due, either at maturity or upon call for redemption prior to maturity, and if the amount available shall not be sufficient to pay in full such principal and redemption premiums, if any, due on any particular date, together with interest then due and owing thereon, payment shall be made in accordance with the Second and Third paragraphs hereof.

SECTION 8.03 Institution of Legal Proceedings by Trustee. If one or more of the Events of Default shall happen and be continuing, the Trustee may, and upon the written request of the Owners of a majority in principal amount of the 2020 Bonds then Outstanding (so long as the Trustee is indemnified to its satisfaction therefor) shall, proceed to protect or enforce its rights or the rights of the Owners of 2020 Bonds hereunder by a suit in equity or action at law, either for the specific performance of any agreement or covenant 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 Trustee shall deem most effectual in support of any of its rights and duties hereunder.

SECTION 8.04 Non-Waiver. Nothing in this article or in any other provision hereof or in the 2020 Bonds shall affect or impair the obligation of the Financing Authority, which is absolute and unconditional, to pay the interest on and principal of and redemption premiums, if any, on the 2020 Bonds to the respective Owners of the 2020 Bonds at the respective dates of maturity or upon prior redemption as provided herein from the Revenues and the funds held in the accounts and funds as provided herein pledged for such payment, or (except as provided in Section 8.07) shall affect or impair the right of such Owners, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract embodied herein and in the 2020 Bonds.

A waiver of any default or breach of duty or contract by the Trustee or any Owner shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee or any Owner to exercise any right or remedy accruing upon any default or breach of

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duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Owners by the Act or by this article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Owners.

If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned, the Financing Authority, the Trustee and any Owner shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken.

SECTION 8.05 Actions by Trustee as Attorney-in-Fact. Any action, proceeding or suit which any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners, whether or not the Trustee is an Owner, and the Trustee is hereby appointed (and the successive Owners, by taking and holding the 2020 Bond issued hereunder, shall be conclusively deemed to have so appointed it) the true and lawful attorney-in-fact of the Owners for the purpose of bringing any such action, proceeding or suit and for the purpose of doing and performing any and all acts and things for and on behalf of the Owners as a class or classes as may be advisable or necessary in the opinion of the Trustee as such attorney-in-fact.

SECTION 8.06 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law.

SECTION 8.07 Limitation on 2020 Owners’ Right to Sue. No Owner of any 2020 Bond issued hereunder shall have the right to institute any suit, action or proceeding, at law or equity, for any remedy hereunder unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of at least a majority in aggregate principal amount of all the 2020 Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) such Owners shall have tendered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such request shall have been received by, and such tender of indemnity shall have been made to, the Trustee.

Each 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 2020 Bonds of any remedy hereunder; it being understood and intended that no one or more Owners shall have any right in any manner whatever by his or their action to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision hereof shall be instituted and maintained in the manner herein provided and for the equal benefit of all Owners of Outstanding 2020 Bonds.

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ARTICLE IX

DEFEASANCE
SECTION 9.01 Discharge of 2020 Bonds,
(a) If the Financing Authority shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding 2020 Bonds the interest thereon and the principal thereof and the redemption premiums, if any, thereon at the times and in the manner stipulated herein and therein, then the Owners of such 2020 Bonds shall cease to be entitled to the pledge of and charge and lien upon the Revenues as provided herein, and all agreements, covenants and other obligations of the Financing Authority to the Owners of such 2020 Bonds hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Financing Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the Financing Authority all money or securities held by it pursuant hereto which are not required for the payment of the interest on and principal of and redemption premiums, if any, on such 2020 Bonds and for the payment of any fees and expenses of the Trustee.
(b) Any Outstanding 2020 Bonds shall on the maturity dates or redemption dates thereof be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if there shall be on deposit with the Trustee money which is sufficient to pay the interest on and principal of and redemption premiums, if any, on such 2020 Bonds on the maturity dates or redemption dates thereof. (c) Any Outstanding 2020 Bonds shall prior to the maturity dates or redemption dates thereof be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section (except that the Financing Authority shall remain liable for the payment of such 2020 Bonds, but only out of the money or securities deposited with the Trustee or an Escrow Agent) if (1) in case any of such 2020 Bonds are to be redeemed on any date prior to their maturity date, the Financing Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to provide notice of such redemption in accordance with Section 2.03(d), (2) there shall have been deposited with the Trustee or with an Escrow Agent in trust for the benefit of the Owners thereof either (A) money in an amount which shall be sufficient to pay when due the interest to become due on such 2020 Bonds on and prior to the maturity dates or redemption dates thereof, as the case may be, and the principal of and redemption premiums, if any, to become due on such 2020 Bonds on such maturity dates or redemption dates, or (B) (a) Permitted Investments of the type described in clause (1) of the definition thereof which are not subject to redemption prior to maturity (including any such Permitted Investments issued or held in book-entry form on the books of the Treasury of the United States of America) or (b) tax exempt obligations of a state or political subdivision thereof which have been defeased under irrevocable escrow instructions by the deposit of such money or Permitted Investments and which are then rated in the highest rating category by Moody’s and S&P, the interest on and principal of which when paid will provide money which, together with the money, if any, deposited with the Trustee or such Escrow Agent at the same time, will be sufficient, in the opinion of an Independent Certified Public Accountant addressed to the Trustee,

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to pay when due the interest to become due on such 2020 Bonds on and prior to the maturity dates or redemption dates thereof, as the case may be, and the principal of and redemption premiums, if any, to become due on such 2020 Bonds on such maturity dates or redemption dates, and (3) in the event such 2020 Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, the Financing Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as soon as practicable a notice to the Owners of such 2020 Bonds that the deposit required by clause (2) above has been made with the Trustee or such Escrow Agent and that such 2020 Bonds are deemed to have been paid in accordance with this section and stating the maturity date or redemption date upon which money is to be available for the payment of the principal of and redemption premiums, if any, on such 2020 Bonds. (d) After the payment of the interest on and principal of and redemption premiums, if any, on the 2020 Bonds as provided in this section, the Trustee shall, after the payment of all amounts due the Trustee hereunder, execute and deliver to the Financing Authority all such instruments as may be necessary or desirable to evidence the discharge and satisfaction of the Indenture, and the Trustee shall pay over or deliver to the Financing Authority all money or deposits or investments held by it pursuant hereto which are not required for the payment of the interest and principal and redemption premiums, if any, on the 2020 Bonds.

SECTION 9.02 Unclaimed Money. Anything in this Indenture to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of the Notes which remain unclaimed for two (2) years after the date when such Notes or interest thereon have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee after said date when such Notes become due and payable, shall be repaid by the Trustee to the Financing Authority, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the Financing Authority for the payment of such Notes; provided, however, that before being required to make any such payment to the Financing Authority, the Trustee shall, at the Written Request of the Financing Authority (and of its expense), cause to be mailed to the Owners of all such Notes, at their respective addresses appearing on the Registration Books, a notice that said moneys remain unclaimed and that, after a date named in said notice, which date shall not be less than thirty (30) days after the date of mailing of such notice, the balance of such moneys then unclaimed will be returned to the Financing Authority.

ARTICLE X

MISCELLANEOUS
SECTION 10.01 Liability of Authority Limited to Revenues and Certain Other Funds. Notwithstanding anything contained herein, the Financing Authority shall not be required to advance any money derived from any source other than the Revenues and the hinds held in the accounts and funds as provided herein for the payment of the interest on or principal of or redemption premiums, if any, on the 2020 Bonds or for the performance of any agreements or covenants herein contained; provided, that the Financing Authority may, however, advance funds

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for any such purpose so long as such funds are derived from a source legally available for such purpose without incurring an indebtedness.

The 2020 Bonds are limited obligations of the Financing Authority and are payable, as to interest thereon, principal thereof and any redemption premiums thereon, solely from the Revenues and the funds held in the accounts and funds provided herein, and the Financing Authority is not obligated to pay such interest, principal or redemption premiums, if any, on the 2020 Bonds except from the Revenues and such funds. All the 2020 Bonds are equally and ratably secured by a pledge of and charge and lien upon the Revenues and such funds, and the Revenues and such funds constitute a trust fund for the security and payment of the interest on and principal of and redemption premiums, if any, on the 2020 Bonds as provided herein. The full faith and credit of the Financing Authority is not pledged for the payment of the interest on or principal of or redemption premiums, if any, on the 2020 Bonds, and no tax shall ever be levied or collected to pay the interest on or principal of or redemption premiums, if any, on the 2020 Bonds. The 2020 Bonds are not secured by a legal or equitable pledge of or charge or lien upon any property of the Financing Authority or any of its income or receipts except the Revenues and such funds. Neither the payment of the interest on or principal of or redemption premiums, if any, on the 2020 Bonds is a debt, liability or general obligation of the City, the Parking Authority or the State and neither the faith and credit of the City, the Parking Authority or the State are pledged to the payment of interest on or principal, or redemption premium, if any, on the 2020 Bonds.

SECTION 10.02 Benefits of the Indenture Limited to Parties and Beneficiaries.

Nothing contained herein, expressed or implied, is intended or shall be construed to confer upon, or to give or grant to, any person or entity other than the Financing Authority, the Trustee, and the Owners any right, remedy or claim under or by reason hereof or any covenant, condition or stipulation hereof; and all covenants, stipulations, promises and agreements herein contained by and on behalf of the Financing Authority shall be for the sole and exclusive benefit of the Financing Authority, Trustee, and the Owners.

SECTION 10.03 Successor Is Deemed Included In All References To Predecessor.

Whenever herein either the Financing Authority or any officer thereof is named or referred to, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Financing Authority or such officer, and all agreements and covenants required hereby to be performed by or on behalf of the Financing Authority or any officer thereof shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.

SECTION 10.04 Execution of Documents by Owners. Any declaration, request or other instrument which is permitted or required herein to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or his attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to make acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such

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notary public or other officer. The ownership of any 2020 Bonds and the amount, maturity, number and date of holding the same may be proved by the registration books kept by the Trustee pursuant to Section 2.08.

Any declaration, request, consent or other instrument or writing of the Owner of any 2020 Bonds shall bind all future Owners of such 2020 Bonds with respect to anything done or suffered to be done by the Trustee or the Financing Authority in good faith and in accordance therewith.

SECTION 10.05 Waiver of Personal Liability. No member, officer or employee of the Financing Authority shall be individually or personally liable for the payment of the interest on or principal of or redemption premiums, if any, on the 2020 Bonds by reason of their issuance, but nothing herein contained shall relieve any such member, officer or employee from the performance of any official duty provided by the Act or any other applicable provisions of law or hereby.

SECTION 10.06 Deposit or Investment of Money in Accounts and Funds. Subject to Section 5.03, all money held by the Trustee in any of the accounts or funds established pursuant hereto shall be invested in those Permitted Investments described in a Written Request of the Financing Authority filed with the Trustee at least two (2) Business Days prior to the making of any such investment, which such Permitted Investments shall, as nearly as practicable, mature on or before the dates on which such money is anticipated to be needed-for disbursement hereunder, except that any money held in the 2020 Reserve Account shall be invested in those Permitted Investments that mature (or which may be redeemed or terminated by the Financing Authority or the Trustee at par) not later than five (5) years after their purchase or the final maturity date of the related 2020 Bonds, whichever is earlier, and the Trustee shall have no liability or responsibility for any loss resulting from any investment made in accordance herewith; provided, that if no such Written Request is received by the Trustee, the Trustee shall invest such money in the Wells Fargo Government Money Market Fund. The earnings on any investment in any fund or account created hereunder shall be deposited in such fund or account.

The Trustee will furnish the Financing Authority periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder.

The Financing Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Financing Authority the right to receive brokerage confirmations of security transactions as they occur, the Financing Authority specifically waives receipt of such confirmations to the extent permitted by law.

The Trustee or any of its affiliates may act as principal, agent, sponsor or advisor in connection with any investment made by the Trustee hereunder and may impose its customary fees therefor.

SECTION 10.07 [Reserved].

SECTION 10.08 Destruction of Cancelled 2020 Bonds. Whenever provision is made for the return to the Financing Authority of any Notes which have been cancelled pursuant

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to the provisions hereof, the Trustee shall destroy such Notes and shall cancel such Notes in accordance with its retention policy then in effect.

SECTION 10.09 Content of Certificates. Every Certificate of the Financing Authority with respect to compliance with any agreement, condition, covenant or provision provided herein shall include (a) a statement that the person or persons making or giving such certificate have read such agreement, condition, covenant or provision and the definitions herein relating thereto; (b) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such agreement, condition, covenant or provision has been complied with; and (c) a statement as to whether, in the opinion of the signers, such agreement, condition, covenant or provision has been complied with.

Any Certificate of the Financing Authority may be based, insofar as it relates to legal matters, upon an Opinion of Counsel unless the person making or giving such certificate knows that the Opinion of Counsel with respect to the matters upon which his certificate may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous. Any Opinion of Counsel may be based, insofar as it relates to factual matters information with respect to which is in the possession of the Financing Authority, upon a representation by an officer or officers of the Financing Authority unless the counsel executing such Opinion of Counsel knows that the representation with respect to the matters upon which his opinion may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous.

SECTION 10.10 Accounts and Funds; Business Days. Any account or fund required herein to be established and maintained by the Trustee may be established and maintained in the -accounting records of the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to all such accounts and funds shall at all times be maintained in accordance with sound industry practice and with due regard for the protection of the security of the 2020 Bonds and the rights of the Owners. Any action required to occur hereunder on a day which is not a Business Day shall be required to occur on the next succeeding Business Day.

SECTION 10.11 Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely:

If to the Financing Authority:

Stockton Public Financing Authority
425 N. Eldorado Street
Stockton, California 95202
Attention: Executive Director

ATTACHMENT B
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If to the Trustee:

Wells Fargo Bank National Association
MAC # E2064-05A
333 S. Grand Avenue, 5th Floor
Los Angeles, CA 90071-1504
Attention: Corporate Trust Services
SECTION 10.12 CUSIP Numbers. Neither the Financing Authority nor the Trustee shall be liable for any defect or inaccuracy in the CUSIP number that appears on any 2020 Bonds or in any redemption notice relating thereto, and the Trustee may, in its discretion, include in any redemption notice relating to any of the 2020 Bonds a statement to the effect that the CUSIP numbers on the 2020 Bonds have been assigned by an independent service and are included in such notice solely for the convenience of the Owners and that neither the Financing Authority nor the Trustee shall be liable for any defects or inaccuracies in such numbers.

SECTION 10.13 Article and Section Headings and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. All references herein to “Articles,” “Sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to the Indenture as a whole and not to any particular article, section, subdivision or clause hereof.

SECTION 10.14 Partial Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the Financing Authority or the Trustee shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof or of the 2020 Bonds, and the Owners shall retain all the benefit, protection and security afforded to them under the Act or any other applicable provisions of law.

The Financing Authority and the Trustee hereby declare that they would have executed and delivered the Indenture and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the 2020 Bonds pursuant hereto irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

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

SECTION 10.16 Execution in Several Counterparts. The Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Financing Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the Stockton Public Financing Authority has caused the Indenture to be signed in its name by its Executive Director and Wells Fargo Bank National Association, in token of its acceptance of the trusts created hereunder, has caused the Indenture to be signed by one of its duly authorized signatories, all as of the day and year first above written.

STOCKTON PUBLIC FINANCING

AUTHORITY
By
Executive Director

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
By
Authorized Signatory

ATTACHMENT B
A-1

EXHIBIT A
FORM OF 2020 BONDS

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

STOCKTON PUBLIC FINANCING AUTHORITY
PARKING REVENUE BOND, SERIES 2020
No. R-1 $_______
Interest Rate Maturity Date Bond Date CUSIP
_____% March 1, _____ February __ ,2020 _____
REGISTERED OWNER:

PRINCIPAL SUM: DOLLARS
The Stockton Public Financing Authority, a joint exercise of powers entity duly organized and existing under and pursuant to the laws of the State of California (the “Financing Authority”), for value received, hereby promises to pay (but only out of the Revenues and certain other funds hereinafter referred to) to the registered owner identified above or registered assigns, on the maturity date specified above (subject to any right of prior redemption hereinafter provided for) the principal sum specified above, together with interest thereon computed on the basis of a 360-day year of twelve (12), 30 day calendar months from the interest payment date next preceding the date of authentication of this 2020 Bond (unless this 2020 Bond is authenticated on an interest payment date or on a day during the period from the sixteenth (16th) day of the month next preceding an interest payment date to such interest payment date, both dates inclusive, in which event it shall bear interest from such interest payment date, or unless it is authenticated on a day on or before the Record Date (as that term is hereinafter defined) for the first interest payment date, in which event it shall bear interest from its date) until the principal hereof shall have been paid, at the interest rate per annum specified above, payable semiannually thereafter on March 1 and September 1 in each year, commencing on [September 1, 2020]. The interest due on this 2020 Bond on or before the maturity or prior redemption hereof shall be payable only to the person whose name appears in the registration books required to be kept by Wells Fargo, Bank National Association (the “Trustee”) at its Principal Corporate Trust Office (as that term is defined in the Indenture hereinafter referred to, and herein the “Principal Corporate Trust Office”) as the registered owner hereof at the close of business as of the fifteenth (15th) day of the month next preceding each interest payment date (each, a “Record Date”), with such interest to be paid by check mailed by first class mail on each interest payment date to such registered owner at his address as it appears on such registration books; provided, that upon the written request of the registered owner of one million dollars ($1,000,000) or more in aggregate principal amount of 2020 Bond received by the Trustee prior to the applicable Record Date (which such request shall remain in effect until rescinded in writing by such registered owner), interest shall be paid on each interest payment date by wire transfer of immediately available

ATTACHMENT B
A-2
funds to an account maintained in any bank or trust company in the United States of America that is a member of the Federal Reserve System designated in writing by such registered owner.

The principal of and redemption premium, if any, on this 2020 Bond shall be payable only to the person whose name appears in such registration books as the registered owner hereof, such principal and redemption premium, if any, to be paid upon surrender of this 2020 Bond to the Trustee at its Principal Corporate Trust Office at maturity or upon prior redemption. The interest on and principal of and redemption premium, if any, on this 2020 Bond is payable in lawful money of the United States of America.

This 2020 Bond is one of a duly authorized issue of revenue bonds of the Financing Authority designated as its “Parking Revenue Bonds, Series 2020” (the “2020 Bonds”) in the aggregate principal amount of _________ dollars ($_____) all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities and interest rates), and is issued under and pursuant to the provisions of the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title 1 of the California Government Code, as amended) and all laws amendatory thereof or supplemental thereto (the “Act”) and under and pursuant to the provisions of a Indenture dated as of February 1, 2020, by and between the Financing Authority and the Trustee (the “Indenture”) (copies of which are on file at the Principal Corporate Trust Office of the Trustee ).

The 2020 Bonds are issued to provide funds to refinance the cost of the acquisition and construction of certain additions, betterments, extensions and improvements to the Parking Facilities (as that term is defined in the Indenture) of the Parking Authority of the City of Stockton (the “Parking Authority”). The Bonds are limited obligations of the Financing Authority and are payable, as to interest thereon, principal thereof and any redemption premiums thereon, solely from the Revenues (the “Revenues”) constituting the installment payments (the “2020 Installment Payments”) to be made by the Parking Authority to the Financing Authority for the prepayment of the 2015 Installment Sale Agreement and the financing of the Improvements (each as defined in the Indenture) pursuant to the 2020 Installment Purchase Contract, dated as of February 1, 2020, by and between the Parking Authority and the Financing Authority (the “2020 Installment Purchase Agreement”) and the funds held in the accounts and funds pursuant to the Indenture as provided therein, and the Financing Authority is not obligated to pay interest on or principal of or redemption premiums, if any, on the Bonds except from the Revenues and such funds.

All the 2020 Bonds are equally and ratably secured in accordance with the terms and conditions of the Indenture by a pledge of and charge and lien upon the Revenues and such funds, and the Revenues and such funds constitute a trust fund for the security and payment of the interest on and principal of and redemption premiums, if any, on the 2020 Bonds as provided in the Indenture. The full faith and credit of the Financing Authority is not pledged for the payment of the interest on or principal of or redemption premiums, if any, on the 2020 Bonds, and no tax shall ever be levied or collected to pay the interest on or principal of or redemption premiums, if any, on the 2020 Bonds. The 2020 Bonds are not secured by a legal or equitable pledge of or charge or lien upon any property of the Financing Authority or any of its income or receipts except the Revenues and such funds. Neither the payment of the interest on or principal of or redemption premiums, if any, on the 2020 Bonds is a debt, liability or general obligation of the City, the Parking Authority or the State of California and neither the faith and credit of the

ATTACHMENT B
A-3
City, the Parking Authority or the State of California are pledged to the payment of interest on or principal or redemption premiums, if any, on the 2020 Bonds. Reference is hereby made to the Act and to the Indenture and any and all amendments thereof and supplements thereto for a description of the terms on which the 2020 Bonds are issued, the provisions with regard to the nature and extent of the Revenues, the rights of the registered owners of the 2020 Bonds, the security for payment of the 2020 Bonds, the remedies upon default and limitations thereon, and the amendment of the Indenture (with or without consent of the registered owners of the 2020 Bonds); and all the terms of the Indenture are hereby incorporated herein and constitute a contract between the Financing Authority and the registered owner of this 2020 Bond, to all the provisions of which the registered owner of this 2020 Bond, by acceptance hereof, agrees and consents.

The 2020 Bonds shall be subject to redemption as provided in the Indenture.

This 2020 Bond is transferable only on a register to be kept for that purpose at the above-mentioned office of the Trustee by the registered owner hereof in person or by his duly authorized attorney upon payment of the charges provided in the Indenture and upon surrender of this 2020 Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new fully registered 2020 Bond or 2020 Bond in the same aggregate principal amount of authorized denominations will be issued to the transferee in exchange therefor. The Financing Authority and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the interest hereon and principal hereof and redemption premium, if any, hereon and for all other purposes, whether or not this 2020 Bond shall be overdue, and neither the Financing Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and payment of the interest on and principal of and redemption premium, if any, on this 2020 Bond shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability on this 2020 Bond to the extent of the sum or sums so paid.

This 2020 Bond shall not be entitled to any benefit, protection or security under the Indenture or become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been executed and dated by the Trustee.

It is hereby certified that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of this 2020 Bond do exist, have happened and have been performed in due time, form and manner as required by law and that the amount of this 2020 Bond, together with all other indebtedness of the Financing Authority, does not exceed any limit prescribed by the Constitution or laws of the State of California and is not in excess of the amount of 2020 Bond permitted to be issued under the Indenture.

ATTACHMENT B
A-4
IN WITNESS WHEREOF, the Stockton Public Financing Authority has caused this 2020 Bond to be executed in its name and on its behalf by the manual or facsimile signature of its Chairperson and countersigned by the manual or facsimile signature of its Secretary, and has caused this 2020 Bond to be dated as of [_____], 2020.

STOCKTON PUBLIC FINANCING

AUTHORITY
By
Chairperson
Countersigned:
________________________
Secretary

ATTACHMENT B
A-5
This is one of the 2020 Bonds described in the within-mentioned Indenture which has been authenticated on _________________________________.

WELLS FARGO BANK NATIONAL
ASSOCIATION, as Trustee
By
Authorized Signatory
For value received the undersigned hereby sells, assigns and transfers unto ___________________ (Taxpayer Identification Number: ___________________) the within 2020 ___________________ Bonds and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within 2020 Bonds on the books kept for registration thereof, with lull power of substitution in the premises.

Dated: ___________________
Signature Guaranteed: ___________________
Note: The signature to this Assignment must correspond with the name as written on the face of the 2020 Bonds in every particular, without alteration or enlargement or any change whatever, and the signature must be guaranteed by an eligible guarantor institution. [DTC LEGEND]
Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trustee for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of

DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof Cede & Co., has an interest herein.

ATTACHMENT B
B-1

EXHIBIT B

STOCKTON PUBLIC FINANCING AUTHORITY

WATER REVENUE BONDS,
SERIES 2020
(Issue Dated Date: ____, 2020)
Requisition of the Parking Authority
(Acquisition and Construction Fund)
(Section 3.02 of the Indenture)
Wells Fargo Bank, National Association, as Trustee
Attention: Corporate Trust Department
Request No.: P-___ (to be sequentially numbered)
Project Component
Amount of
This Draw
Aggregate Amount
Draws Including
This Draw
___________ _______________
___________ _______________
___________ _______________
___________ _______________
___________ _______________
___________ _______________
___________ _______________
___________ _______________
___________ _______________
___________ _______________
___________ _______________
(Continue on Additional Sheet if Necessary)

ATTACHMENT B
B-2
Name and Address of party to whom payment is to be made:

Purpose for which the obligation was incurred:

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

Date: ________________________

PARKING AUTHORITY OF

THE CITY OF STOCKTON
By:___________________________
Title:_________________________

ATTACHMENT B
B-3

EXHIBIT C

STOCKTON PUBLIC FINANCING AUTHORITY

WATER REVENUE BONDS,
SERIES 2020
(Issue Dated Date: _______, 2020)
Requisition of the Financing Authority
(Costs of Issuance Fund)
(Section 3.03 of the Indenture)
Wells Fargo Bank, National Association, as Trustee
Attention: Corporate Trust Department
Date of Requisition: ________, 20__.

Request No.: P-___ (to be sequentially numbered)
The undersigned, ____________________, hereby certifies as follows:

1. I am _______________________ of the Stockton Public Financing Authority, a joint powers authority duly established and existing under the laws of the State of California (the “Issuer”).

2. Pursuant to the provisions of the Indenture, dated as of February 1, 2020 (the “Indenture”), between the Issuer and Wells Fargo Bank, National Association, as trustee (the “Trustee”), I am an authorized signatory of the Issuer and I am delivering this Requisition on behalf of the Issuer.

3. The undersigned hereby requests that the Trustee pay from the Costs of Issuance Fund established pursuant to Section 3.03 of the Indenture the amounts specified in Schedule I hereto to the persons identified in Schedule I.

4. The undersigned hereby certifies that: (i) each obligation mentioned therein is a proper charge against the Costs of Issuance Fund and has not previously been disbursed by the Trustee from amounts in the Costs of Issuance Fund, and (ii) the amount of such disbursement is for payment of Costs of Issuance incurred and payable by the Issuer; and that this Requisition specifies in reasonable detail the nature of the obligation; and is accompanied by a bill or statement of account (if any) for each obligation.

Dated: _______, 20__.

STOCKTON PUBLIC FINANCING

AUTHORITY
By
Authorized Signatory

ATTACHMENT B
B-4
Schedule I
Costs of Issuance Fund
To Amount Purpose
$

ATTACHMENT B
Exhibit 2

INSTALLMENT PURCHASE AGREEMENT
by and between

PARKING AUTHORITY OF THE CITY OF STOCKTON,
as Purchaser
and

STOCKTON PUBLIC FINANCING AUTHORITY,
as Seller

RELATING TO THE

STOCKTON PUBLIC FINANCING AUTHORITY
PARKING REVENUE BONDS, SERIES 2020
Dated as of February 1, 2020

ATTACHMENT B

TABLE OF CONTENTS
Page
-iARTICLE I

DEFINITIONS
SECTION 1.01. Definitions.................................................................................................. 4 SECTION 1.02. Article and Section Headings, Gender and References ........................... 14 SECTION 1.03. Terms Not Defined Herein ....................................................................... 15

ARTICLE II
ISSUANCE OF THE 2020 BONDS; SALE AND PURCHASE OF THE LEASED PARKING

FACILITIES AND THE IMPROVEMENTS
SECTION 2.01. 2020 Bonds .............................................................................................. 15 SECTION 2.02. Appointment of Parking Authority as Agent of Financing Authority .................................................................................................. 15 SECTION 2.03. Sale and Purchase of the Improvements .................................................. 15 SECTION 2.04. Failure of the Financing Authority to Perform Under this 20202 Installment Purchase Agreement .................................................. 16

ARTICLE III
2020 INSTALLMENT PAYMENTS
SECTION 3.01. Purchase Price .......................................................................................... 16 SECTION 3.02. Payment of the 2020 Installment Payments ............................................. 17 SECTION 3.03. Prepayment of the 2020 Installment Payments ........................................ 17

ARTICLE IV

REVENUES
SECTION 4.01. Pledge of Net Parking Revenues; Revenue Fund .................................... 18 SECTION 4.02. Allocation of Net Parking Revenues........................................................ 18 SECTION 4.03. Additional Obligations ............................................................................. 19

ARTICLE V

COVENANTS OF THE PARKING AUTHORITY
SECTION 5.01. Compliance with and Amendment of 2020 Installment Purchase Agreement ................................................................................ 21 SECTION 5.02. Against Encumbrances ............................................................................. 22 SECTION 5.03. Against Sale or Other Disposition of Property ........................................ 22 SECTION 5.04. Against Competitive Facilities ................................................................. 22 SECTION 5.05. Tax Covenants ......................................................................................... 23 SECTION 5.06. Maintenance and Operation of the Parking Facilities .............................. 24 SECTION 5.07. Payment of Claims ................................................................................... 24 SECTION 5.08. Compliance with Contracts ...................................................................... 24 SECTION 5.09. Insurance .................................................................................................. 24 SECTION 5.10. Accounting Records; Financial Statements and Other Reports ............... 24 SECTION 5.11. Protection of Security and Rights of Authority ....................................... 25 SECTION 5.12. Payment of Taxes and Compliance with Governmental Regulations .............................................................................................. 25 SECTION 5.13. Amount of Charges, Fees and Rates; Rate Stabilization Fund ................ 25

ATTACHMENT B

TABLE OF CONTENTS
(continued)
Page
-iiSECTION 5.14. Eminent Domain and Insurance Proceeds ............................................... 25 SECTION 5.15. Continuing Disclosure ............................................................................. 26 SECTION 5.16. Further Assurances................................................................................... 26 SECTION 5.17. Application of CFD Revenues to the Payment of Gross Operation and Maintenance Costs ........................................................... 26 SECTION 5.18. Incurrence of Obligations Payable From CFD Revenues ....................... 26 SECTION 5.19. Preservation of the CFD Revenues .......................................................... 26 SECTION 5.20. CFD Revenues Assignment Agreement .................................................. 26

ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES OF THE FINANCING AUTHORITY SECTION 6.01. Events of Default ..................................................................................... 27 SECTION 6.02. Distribution of Assets .............................................................................. 27 SECTION 6.03. Remedies of the Financing Authority ...................................................... 28 SECTION 6.04. Non-Waiver .............................................................................................. 28 SECTION 6.05. Remedies Not Exclusive .......................................................................... 29

ARTICLE VII

DISCHARGE OF OBLIGATIONS
SECTION 7.01. Discharge of Obligations ......................................................................... 29

ARTICLE VIII

MISCELLANEOUS
SECTION 8.01. Liability of City Limited to Net Parking Revenues ................................. 30 SECTION 8.02. Benefits of Contract Limited to Parties and Beneficiary ......................... 30 SECTION 8.03. Assignment .............................................................................................. 30 SECTION 8.04. Successor is Deemed Included in all References to Predecessor .............................................................................................. 31 SECTION 8.05. Waiver of Personal Liability .................................................................... 31 SECTION 8.06. Partial Invalidity....................................................................................... 31 SECTION 8.07. Net Contract ............................................................................................. 31 SECTION 8.08. California Law ......................................................................................... 31 SECTION 8.09. Notices ..................................................................................................... 31 SECTION 8.10. Effective Date .......................................................................................... 32 SECTION 8.11. Governing Law ........................................................................................ 32 SECTION 8.12. Execution in Counterparts ........................................................................ 32

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INSTALLMENT PURCHASE AGREEMENT
This INSTALLMENT PURCHASE AGREEMENT (the “2020 Installment Purchase Agreement”), dated as of February 1, 2020, by and between THE PARKING AUTHORITY OF CITY OF STOCKTON, a public body corporate and politic organized and existing under and by virtue of the laws of the State of California (the “Parking Authority”), and the STOCKTON PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California (the “Financing Authority”);
WITNESSETH:

WHEREAS, The City of Stockton (the “City”) and the former Redevelopment Agency of the City of Stockton entered into a Joint Exercise of Powers Agreement, dated as of June 18, 1990 (the “Joint Powers Agreement”), establishing the Financing Authority; WHEREAS, the Parking Authority is authorized by law to purchase parking facilities and improvements thereto;
WHEREAS, the Financing Authority is a joint exercise of powers entity duly organized and existing under and pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, as amended (the “Act”); WHEREAS, the Act authorizes and empowers the Financing Authority to issue revenue bonds to assist the Parking Authority in financing and refinancing public capital improvements;
WHEREAS, the Parking Authority is a local agency as defined and provided in the Act;
WHEREAS, pursuant to that certain Site and Facility Lease, dated as of June 1, 2004 (the “Site and Facility Lease”), the City, as lessor, leased to the Financing Authority, as lessee, certain parcels of real property situated in the City (the “Site”), and the City’s Market Street Parking Garage, the Edmund S. Coy Parking Garage, and the Stockton Events Center Parking Structure, respectively, to the Site and Facility Lease (collectively, the “Leased Parking Facilities”);
WHEREAS, the Financing Authority issued and sold its $32,785,000 Stockton Public Financing Authority Lease Revenue Bonds, Series 2004 (Parking and Capital Projects) (the “2004 Parking Bonds”), pursuant to an Indenture of Trust (the “2004 Bonds Indenture”), dated as of June 1, 2004, by and between the Financing Authority and Wells Fargo Bank, National Association, as trustee (the “2004 Trustee”);
WHEREAS, in order to provide for repayment of the 2004 Parking Bonds, the Financing Authority leased the Site and the Leased Parking Facilities to the City pursuant to a Lease Agreement, dated as of June 1, 2004 (the “Lease Agreement”), by and between the Financing Authority and the City, pursuant to which the City agreed to make certain lease payments to the Financing Authority (the “Lease Payments”);

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WHEREAS, Pursuant to the terms of the 2004 Indenture and a Memorandum of Assignment of Lease, dated as of June 1, 2004, by and between the Financing Authority and the 2004 Trustee, the Financing Authority assigned, transferred and set over to the 2004 Trustee, all of the Financing Authority's rights under the Lease Agreement (other than certain retained rights), including the right to receive such Lease Payments;
WHEREAS, following the City’s default on certain Lease Payments due under the Lease Agreement, the 2004 Trustee sought and, on April 19, 2012, the Superior Court for the County of San Joaquin (the “Superior Court”) awarded the 2004 Trustee possession of the Leased Parking Facilities (the “2004 Parking Bonds Proceeding”); WHEREAS, the City was the debtor in a bankruptcy case under chapter 9 of Title 11 of the United States Code, Case No. 2012-32118 in the United States Bankruptcy Court for the Eastern District of California, Sacramento Division, styled In re City of Stockton, California (the “Bankruptcy Case”);
WHEREAS, the 2004 Indenture provides that, for all purposes of the 2004 Indenture provisions governing events of default and remedies, except the giving of notice of default to owners of the Bonds, National Public Finance Guarantee Corporation (“NPFG”), as the insurer of the 2004 Parking Bonds (as successor to Financial Guaranty Insurance Company) shall be deemed to be the sole holder of the 2004 Parking Bonds it has insured for so long as it has not failed to comply with its payment obligations under its policy securing payment of principal of and interest on the 2004 Parking Bonds;
WHEREAS, in connection with the Bankruptcy Case, the City agreed to a settlement (the “Settlement”) of the claims of the 2004 Trustee, on behalf of holders of the 2004 Parking Bonds, and NPFG with respect to the 2004 Parking Bonds; WHEREAS, pursuant to the terms of the Settlement, NPFG and the 2004 Trustee agreed, subject to compliance by the City, the Financing Authority and the Parking Authority of the City of Stockton (the “Parking Authority”) with certain terms of the Settlement, to forbear enforcement of certain of their rights relating to payment of the 2004 Parking Bonds and related obligations, and to cause the 2004 Trustee to transfer to the Parking Authority all of its possessory rights, title and interest in the Site and the Leased Parking Facilities granted to it in the 2004 Bonds Parking Proceeding in exchange for, among other things, certain payments from the Parking Authority to the Trustee for the benefit of NPFG and the owners of the 2004 Parking Bonds; WHEREAS, pursuant to the terms of the Settlement, the City Council of the City passed Resolution No. 2013-12-17-1209 on December 17, 2013 (the “Parking Authority Resolution”) authorizing the activation of the Parking Authority, and authorizing it to operate within boundaries described in the Parking Authority Resolution; WHEREAS, in furtherance of the Settlement, the City entered into a Forbearance Agreement, dated as of February 25, 2015 (the “Forbearance Agreement”), by and among the City, the 2004 Trustee, the Parking Authority, the Financing Authority and NPFG, setting forth certain terms of the Settlement, including an agreement by NPFG and the 2004 Trustee to forbear enforcement of certain of their rights relating to payment on the 2004 Parking Bonds and related

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obligations, subject to the compliance by the City and the Parking Authority with their obligations under the Forbearance Agreement and the 2015 Installment Sale Agreement (as defined herein); WHEREAS, under the Forbearance Agreement, the City, among other things, transferred to the Parking Authority all of its rights, title and interest in the City’s Parking Facilities (as defined herein) and assigned to the Parking Authority all of the City’s rights, title and interest, as lessee, pursuant to the Site Lease, and as lessor, pursuant to the Lease Agreement, and the Parking Authority assumed all of the City’s obligation under the Site Lease and the Lease Agreement;
WHEREAS, pursuant to the terms of the Settlement, the Parking Authority entered into an Installment Sale Agreement (Parking Garages and Downtown Parking District Facilities), dated as of February 25, 2015 (the “2015 Installment Sale Agreement”), with the 2004 Trustee and NPFG, pursuant to which the Parking Authority is required to make installment payments to the 2004 Trustee for the benefit of NPFG and the owners of the 2004 Parking Bonds; and WHEREAS, the Parking Authority now desires to prepay the 2015 Installment Sale Agreement; and
WHEREAS, the Parking Authority has also identified the need to make certain capital improvements to the Parking Facilities, including the improvement of certain elevators located in the Parking Facilities (the “Improvements”); and WHEREAS, the Financing Authority and the Parking Authority have determined that providing funds to prepay 2015 Installment Sale Agreement and finance the Improvements by the issuance of revenue bonds of the Financing Authority will result in demonstrable savings in borrowing costs of the Parking Authority and will result in significant public benefits to the Parking Authority; and
WHEREAS, by virtue of the prepayment of the 2015 Installment Sale Agreement, a portion of the 2004 Parking Bonds shall be defeased and redeemed; and WHEREAS, the Parking Authority has agreed to make scheduled installment payments to the Financing Authority to prepay the 2015 Installment Sale Agreement and finance the Improvements, together with interest thereon, which installment payments are to be secured by a pledge of and lien on certain revenues of the Parking Facilities (as further described herein, the “Net Parking Revenues”), as provided herein; and
WHEREAS, the Parking Authority and the Financing Authority hereby certify that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of the 2020 Installment Purchase Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into the 2020 Installment Purchase Agreement;

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE

MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER

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VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:

ARTICLE I

DEFINITIONS
SECTION 1.01. Definitions.
2015 Installment Sale Agreement
“2015 Installment Sale Agreement” means the Installment Sale Agreement (Parking Garages and Downtown Parking District Facilities), dated as of February 25, 2015, by and between National Public Finance Guarantee Corporation, Wells Fargo Bank, National Association and the Parking Authority.
2020 Bonds
“2020 Bonds” means all parking revenue bonds of the Financing Authority authorized, issued and delivered under the 2020 Indenture that are at any time outstanding pursuant thereto.
2020 Installment Purchase Agreement
“2020 Installment Purchase Agreement” means this Installment Purchase Agreement dated as of February 1, 2020, by and between the Parking Authority and the Financing Authority, as originally executed and as it may from time to time be amended in accordance herewith.
2020 Indenture
“2020 Indenture” means that certain 2020 Indenture, dated as of February 1, 2020, by and between the Financing Authority and the Trustee, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. 2020 Installment Payment Date
“2020 Installment Payment Date” has the meaning set forth in Section 3.02. 2020 Installment Payment Fund
“2020 Installment Payment Fund” means the Stockton Public Financing Authority 2020 Installment Payment Fund established pursuant to Section 3.02 of the 2020 Indenture. 2020 Installment Payments
“2020 Installment Payments means the installment payments scheduled to be paid by the Parking Authority hereunder and set forth in Exhibit A hereto.

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2020 Reserve Account
“2020 Reserve Account” means the account within the 2020 Installment Payment Fund by that name established pursuant to Section 3.03 of the 2020 Indenture.

Accountant’s Report
“Accountant’s Report” means an audited financial report prepared and signed by an Independent Certified Public Accountant.

Acquisition and Construction
“Acquisition and Construction” means, with respect to the Improvements, the acquisition, construction, improvement, equipping, renovation, remodeling or reconstruction thereof.

Acquisition and Construction Costs
“Acquisition and Construction Costs” means, with respect to any of the Improvements, all costs of the Acquisition and Construction thereof which are paid from moneys on deposit in the Acquisition and Construction Fund, including but not limited to:
(a) all costs required to be paid to any person under the terms of any agreement for or relating to the Acquisition and Construction of the Improvements; (b) obligations incurred for labor and materials in connection with the Acquisition and Construction of the Improvements;
(c) the cost of performance or other bonds and any and all types of insurance that may be necessary or appropriate to have in effect in connection with the Acquisition and Construction of the Improvements;
(d) all costs of engineering and architectural services, including the actual outof-pocket costs for test borings, surveys, estimates, plans and specifications and preliminary investigations therefor, development fees, sales commissions, and for supervising construction, as well as for the performance of all other duties required by or consequent to the proper Acquisition and Construction of the Improvements;
(e) any sums required to reimburse the Financing Authority or the Parking Authority for advances made for any of the above items or for any other costs incurred and for work done which are properly chargeable to the Acquisition and Construction of the Improvements;
(f) all financing costs incurred in connection with the Acquisition and Construction of the Improvements, including but not limited to Costs of Issuance and other costs incurred in connection with this Agreement and the financing of the Improvements; and

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(g) the interest components of the Installment Payments during the period of Acquisition and Construction of the Improvements, to the extent not paid from the proceeds of the 2020 Bonds deposited in the Interest Account pursuant to the Indenture.

Adjusted Net Parking Revenues
“Adjusted Net Parking Revenues” means, for any Fiscal Year, the Net Parking Revenues for such Fiscal Year less, to the extent included in the calculation of Net Parking Revenues for such Fiscal Year, all amounts referred to in clause (G) of the definition of Parity Debt Service received or expected to be received by the Parking Authority or a fiduciary, on behalf of the Parking Authority, in such Fiscal Year.

Balloon Obligation
“Balloon Obligation” means any Parity Obligation designated as such in such obligation or in the related Issuing Document.

Balloon Payments
“Balloon Payments” means any payments designated as such in any Balloon Obligation or in the related Issuing Document.

CFD
“CFD” means Communities Facilities District No. 2001-1 (Downtown Parking) formed the City.

CFD Revenues
“CFD Revenues” means all revenues generated by the levy of the Special Tax within the CFD pursuant to the terms of the Rate and Method.

CFD Revenues Assignment Agreement
“CFD Revenues Assignment Agreement” means that certain Assignment Agreement, dated as of February 1, 2020, by and between the City and the Parking Authority, pursuant to which the City assigned the CFD Revenues to the Parking Authority.

City
“City” means the City of Stockton, a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State and its charter.

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Code
“Code” means the Internal Revenue Code of 1986, as amended.

Consultant
The term “Consultant” means the consultant, consulting firm, financial consultant, financial consulting firm, engineer, architect, engineering firm, architectural firm, accountant or accounting firm retained by the Parking Authority to perform acts or carry out the duties provided for such consultant in this 2020 Installment Purchase Agreement. Such consultant, consulting firm, financial consultant, financial consulting firm, engineer, architect, engineering firm or architectural firm shall be nationally or regionally recognized within its profession for work of the character required. Any such accountants or accounting firms shall be an Independent Certified Public Accountant licensed to practice in the State of California.

Credit Provider Reimbursement Obligations
“Credit Provider Reimbursement Obligations” means obligations of the Parking Authority to repay, from Net Parking Revenues, amounts advanced by a municipal bond insurance company, bank or other financial institution or organization as credit support or liquidity support for Parity Obligations or obligations secured by Parity Obligations, together with any interest on such advances and any related administrative costs.

Event of Default
“Event of Default” means an event defined as such in Section 6.01(a), (b), (c), or (d).

Federal Securities
“Federal Securities” means United States of America Treasury bills, notes, bonds or certificates of indebtedness, or obligations for which the full faith and credit of the United States of America are pledged for the payment of interest and principal, or securities evidencing direct ownership interests in such obligations or in specified portions of the interest on or principal of such obligations that are held by a custodian in safekeeping on behalf of the owners of such securities.

Financing Authority
“Financing Authority” means the Stockton Public Financing Authority, a joint exercise of powers entity duly organized and existing under and by virtue of the Act.

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Fiscal Year
“Fiscal Year” means the twelve-month period terminating on June 30 of each year, or any other annual accounting period hereafter selected and designated by the Parking Authority as its Fiscal Year in accordance with applicable law.

Generally Accepted Accounting Principles
“Generally Accepted Accounting Principles” means the uniform accounting and reporting procedures set forth in publications of the American Institute of Certified Public Accountants or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Governmental Accounting Standards Board or its successor.

Gross Operation and Maintenance Costs
“Gross Operation and Maintenance Costs” means the reasonable and necessary costs spent or incurred for maintenance and operation of the Parking Facilities calculated in accordance with Generally Accepted Accounting Principles, including (among other things) (a) the reasonable expenses of management and repair, including fees, charges and other invoices of a professional operator, person, firm or corporation with staff experienced in the management and operation of parking facilities similar to the Parking Facilities who is managing and operating all or a portion of the Parking Facilities, and other expenses necessary to maintain and preserve the Parking Facilities in good repair and working order, (b) the reasonable administrative costs of the Parking Authority and the City that are reasonably charged or directly apportioned to the Parking Facilities, including but not limited to, salaries and wages of employees, payments to the Public Employees Retirement System, overhead, utilities and services, insurance, taxes (including parking taxes), fees of auditors, accountants, attorneys, consultants or engineers and insurance premiums and , and including all other reasonable and necessary costs of the Parking Authority or the City or charges required to be paid by it to comply with the terms hereof, or the terms of any Parity Obligations, but excluding in all cases (i) depreciation, replacement and obsolescence charges or reserves therefor, (ii) amortization of intangibles, (iii) costs of capital additions, replacements, betterments, extensions or improvements to the Parking Facilities which under Generally Accepted Accounting Principles are chargeable to a capital account, and (iv) charges for the payment of principal and interest on any debt service or other regularly scheduled payments on account of any Parity Obligation or obligation subordinate to the Parity Obligations.

Improvements
The term “Improvements” shall have the meaning ascribed thereto in the recitals hereof.

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Independent Certified Public Accountant
“Independent Certified Public Accountant” means any firm of certified public accountants duly licensed and entitled to practice and practicing as such under the laws of the State, appointed and paid by the Parking Authority, and each of whom — (1) is in fact independent and not under the domination of the Parking Authority;
(2) does not have a substantial financial interest, direct or indirect, in the operations of the Parking Authority; and
(3) is not connected with the Parking Authority as a councilmember, officer or employee of the Parking Authority, but which firm may be regularly retained by the Parking Authority to audit the accounting records of the Parking Authority and make reports thereon to the Parking Authority.

Issuing Document
“Issuing Document” means the 2020 Installment Purchase Agreement and any installment purchase contract, indenture, trust agreement or other document that provides for the issuance or incurrence of Parity Obligations.

Leased Parking Facilities
The term “Leased Parking Facilities” shall have the meaning ascribed thereto in the recitals hereof.

Maximum Annual Debt Service
The term “Maximum Annual Debt Service” means, as of any date of calculation, the largest amount of Parity Debt Service during the period from the date of such calculation through the final maturity date of all Parity Obligations.

Net Parking Revenues
“Net Parking Revenues” means, for any period, the Parking Revenues during such period less the Net Operation and Maintenance Costs during such period.

Net Operation and Maintenance Costs
“Net Operation and Maintenance Costs” means, for any period, the Gross Operation and Maintenance Costs during such period less the amount of any CFD Revenues applied to the payment of Gross Operation and Maintenance Costs during such period.

Parity Debt Service
“Parity Debt Service” means, with respect to any Parity Obligation for any period of calculation, those portions of the payments of interest on and principal and redemption

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premiums, if any, or other regularly scheduled payments required to be made during such period under such Parity Obligation, less any such interest that is to be paid from proceeds of such Parity Obligation, less the earnings to be derived from the investment of moneys on deposit in debt service reserve funds and capitalized interest funds established for such Parity Obligation; provided, that for purposes of the calculation of Parity Debt Service, the following shall apply:
(A) Interest on Variable Interest Rate Obligations. Interest on any Variable Interest Rate Obligation shall be assumed to bear interest at a fixed rate equal to the higher of:
(1) the actual rate on the date of calculation, or if such Parity Obligation is not yet outstanding, the initial rate (if established and binding); or (2) if such Parity Obligation has been outstanding for at least twelve months, the average rate over the twelve months immediately preceding the date of calculation, or if such Parity Obligation has not been outstanding for the twelve prior months, the average rate borne by reference to an index comparable to that to be utilized in determining the interest rate for the Parity Obligation to be issued. (B) Interest on Parity Obligations with respect to which a Payment Agreement is in force. For purposes of the definition of Parity Debt Service, interest deemed to be payable on any Parity Obligation with respect to which a Payment Agreement is in force shall be based on the net economic effect on the Parking Authority expected to be produced by the terms of such Parity Obligation and such Payment Agreement, including but not limited to the effects that (i) such Parity Obligation would, but for such Payment Agreement, be treated as an obligation bearing interest at a Variable Interest Rate instead shall be treated as an obligation bearing interest at a fixed interest rate, and (ii) such Parity Obligation would, but for such Payment Agreement, be treated as an obligation bearing interest at a fixed interest rate instead shall be treated as an obligation bearing interest at a Variable Interest Rate; and accordingly, the amount of interest deemed to be payable on any Parity Obligation with respect to which a Payment Agreement is in force shall be an amount equal to the amount of interest that would be payable at the rate or rates stated in such Parity Obligation plus the applicable Payment Agreement Payments minus the applicable Payment Agreement Receipts, and for the purpose of calculating as nearly as practicable the Payment Agreement Receipts and the Payment Agreement Payments under such Parity Obligation, the following assumptions shall be made:
(1) Parking Authority Obligated to Pay Net Variable Payments. If a Payment Agreement has been entered into by the Parking Authority with respect to a Parity Obligation resulting in the payment of a net variable interest rate with respect to such Parity Obligation and Payment Agreement by the Parking Authority, the interest rate on such Parity Obligation for future periods when the actual interest rate cannot yet be determined shall be assumed, during the period the Payment Agreement is in effect, to be equal to the sum of (i) the fixed rate or rates stated in such Parity Obligation, minus (ii) the fixed rate paid by the counterparty to the Parking Authority, plus (iii) the lesser of (A) the interest rate cap, if any, provided by the counterparty with respect to such Payment Agreement (but only during the period that such interest rate cap is in effect) and (B) the higher

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of (x) the actual variable rate or rates payable by the Parking Authority to the Counterparty pursuant to the Payment Agreement on the date of calculation, or if such Payment Agreement is not yet outstanding, the initial rate (if established and binding) and (y) if such Payment Agreement has been in effect for at least twelve months, the average variable rate or rates payable by the Parking Authority to the counterparty pursuant to the Payment Agreement over the twelve months immediately preceding the date of calculation, or if such Payment Agreement has not been outstanding for the twelve prior months, the average variable rate or rates that would have been payable by the Parking Authority to the counterparty pursuant to such Payment Agreement for the twelve prior months determined by reference to an index comparable to that to be utilized in determining the variable rate for the Payment Agreement to be executed.
(2) Parking Authority Obligated to Pay Net Fixed Payments. If a Payment Agreement has been entered into by the Parking Authority with respect to a Parity Obligation which is reasonably believed, in the opinion of a financial consultant or financial consulting firm, to result in the payment of a net fixed interest rate with respect to such Parity Obligation and Payment Agreement by the Parking Authority, the interest on such Parity Obligation shall be included in the calculation of the Parity Debt Service during the period the Payment Agreement is in effect by including for each calculation period an amount equal to the amount of interest payable at the fixed interest rate pursuant to such Payment Agreement; (C) For purposes of calculating the Parity Debt Service on any Balloon Obligation, it shall be assumed that the principal of such Balloon Obligation will be amortized in a manner resulting in approximately equal annual installments of debt service over a term of thirty (30) years, at an assumed interest rate determined by reference to subparagraph (A) of this definition of Parity Debt Service;
(D) For purposes of any Parity Obligation or portions thereof the debt service requirements under which contain no current interest component but which are sold at a discount and which discount accretes with respect to such Parity Obligation or portions thereof, such accreted discount shall be treated as interest in the calculation of Parity Debt Service; (E) For purposes of any Parity Obligations that constitute paired obligations, the interest rate on such Parity Obligations shall be the resulting linked rate or the effective fixed interest rate (each as certified by a financial consultant or financial consulting firm) reasonably expected to be paid by the Parking Authority with respect to such paired obligations; (F) The amount on deposit in a debt service reserve fund with respect to a Parity Obligation on any date of calculation of Parity Debt Service shall be deducted from the amount of principal due at the final maturity of such Parity Obligation and to the extent the amount in such debt service reserve fund is in excess of such amount of principal, such excess shall be applied to the full amount of principal due, in each preceding year, in inverse order of due date, until such amount is exhausted;

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(G) If, under any statutory scheme, during any period of calculation the Parking Authority or a fiduciary, on behalf of the Parking Authority, receives or expects to receive any subsidy, reimbursement or other payment from a governmental entity (including, but not limited to, the federal government of the United States of America) in connection with, or related to, payments of principal of and/or interest or other regularly scheduled payments on Parity Obligations, then principal of and/or interest or other regularly scheduled payments on such Parity Obligations during such period of calculation shall be disregarded and not included in calculating Parity Debt Service to the extent that such subsidy, reimbursement or other payment is received or expected to be received by the Parking Authority or fiduciary, on behalf of the Parking Authority, during such period of calculation; and
(H) Credit Provider Reimbursement Obligations shall be disregarded, except to the extent such Credit Provider Reimbursement Obligations are due and owing at the time of calculation of Parity Debt Service.

Parity Obligations
“Parity Obligations” means the 2020 Installment Payments, any obligation (including, but not limited to, any installment payment obligation) payable on a parity with the 2020 Installment Payments from Net Parking Revenues, as the case may be, as provided in Article IV and the regularly scheduled payments under any Payment Agreement which have been designated by the Parking Authority as a “Parity Obligation” in the Payment Agreement.

Parking Authority
“Parking Authority” means the Parking Authority of the City of Stockton, a public body corporate and politic organized and existing under and by virtue of the laws of the State of California.

Parking Revenues
“Parking Revenues” means all gross income and revenue received or receivable by the Parking Authority from the ownership or operation of the Parking Facilities, determined in accordance with Generally Accepted Accounting Principles, including all fees, rates, charges, incomes, rents, fines, penalties collections and amounts paid under any contracts received by or owed to the Parking Authority in connection with the operation of the Parking Facilities and all proceeds of insurance relating to the Parking Facilities and all other income and revenue howsoever derived by the Parking Authority from the ownership or operation of the Parking Facilities; but excluding, (a) any proceeds of grants or loans or other debt obligations received by

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the Parking Authority, (b) customer deposits or any other deposits or advances subject to refund until such deposits or advances have becomes property of the Parking Authority, and (c) the proceeds of any special assessments or special taxes levied upon real property within any improvement district established for the benefit of the Parking Facilities, including, but not limited, to the CFD Revenues.

Payment Agreement
“Payment Agreement” means a written agreement for the purpose of managing or reducing the Parking Authority’s exposure to fluctuations in interest rates or for any other interest rate, investment, asset or liability managing purposes, entered into either on a current or forward basis by the Parking Authority as authorized under any applicable laws of the State in connection with, or incidental to, the entering into of any Parity Obligation, that provides for an exchange of payments based on interest rates, ceilings or floors on such payments, options on such payments or any combination thereof, or any similar device.

Payment Agreement Payments
“Payment Agreement Payments” means the regularly scheduled amounts (excluding Termination Payments) periodically required to be paid by the Parking Authority under all Payment Agreements.

Payment Agreement Receipts
“Payment Agreement Receipts” means the regularly scheduled amounts (excluding Termination Payments) required to be paid by all counterparties to the Parking Authority under all Payment Agreements.

Principal Corporate Trust Office
“Principal Corporate Trust Office” means the corporate trust office of the Trustee in Los Angeles, California or such other office designated by the Trustee from time to time.

Project
“Project” means any additions, betterments, extensions or improvements to the Parking Facilities designated by the Board of the Parking Authority as a designated Project for the Parking Authority.

Rate and Method
“Rate and Method” means the Second Amended Rate and Method of Apportionment of Special Tax, approved by the voters of a special election held within the CFD on December 13, 2005, as such Second Amended Rate and Method of Apportionment of Special Tax may be amended from time to time in accordance with the laws of the State of California.

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Revenue Fund
“Revenue Fund” means the Parking Authority Fund, established and held by the Parking Authority into which all Parking Revenues are deposited.

S&P
“S&P” means S&P Global Ratings, a Standard and Poor’s Financial Services LLC business, and its successors or assigns, but only to the extent that such entity is then rating any Parity Obligations at the request of the Financing Authority.

Special Tax
“Special Tax” means the special tax levied in the CFD in accordance with the Rate and Method.

State
“State” means the State of California.

Termination Payments
“Termination Payments” means any payments due and payable by the Parking Authority in connection with the termination of a Payment Agreement.

Trustee
“Trustee” means Wells Fargo Bank, National Association, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, at its Principal Corporate Trust Office, as trustee under the 2020 Indenture, and any successors thereto.

Variable Interest Rate
“Variable Interest Rate” means any variable interest rate or rates to be paid under any Parity Obligation, the method of computing which variable interest rate shall be as specified in such obligation, which obligation shall also specify either (i) the payment period or periods or time or manner of determining such period or periods or time for which each value of such variable interest rate shall remain in effect, and (ii) the time or times based upon which any change in such variable interest rate shall become effective, and which variable interest rate may, without limitation, be based on the interest rate on certain bonds or may be based on interest rate, currency, commodity or other indices.

Variable Interest Rate Obligations
“Variable Interest Rate Obligations” means, for any period of time, any Parity Obligations that bear a Variable Interest Rate during such period.

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SECTION 1.02. Article and Section Headings, Gender and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, convenience or effect hereof, and words of any gender shall be deemed and construed to include all genders.

All references herein to “Articles,” “Sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to the 2020 Installment Purchase Agreement as a whole and not to any particular article, section, subdivision or clause hereof.

SECTION 1.03. Terms Not Defined Herein. Unless the context otherwise requires, the terms defined in this Article shall for all purposes hereof and of any amendment hereof and of any report or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. Unless a contrary intent is expressed in this 2020 Installment Purchase Agreement, capitalized terms used but not defined in this 2020 Installment Purchase Agreement shall have the meanings given in the 2020 Indenture.

ARTICLE II
ISSUANCE OF THE 2020 BONDS; SALE AND PURCHASE OF THE LEASED PARKING

FACILITIES AND THE IMPROVEMENTS
SECTION 2.01. 2020 Bonds. The Financing Authority has authorized the issuance of the 2020 Bonds pursuant to the 2020 Indenture in the aggregate principal amount of ________ Dollars ($_______). The Financing Authority and the Parking Authority agree that the proceeds of the sale of the 2020 Bonds shall be paid to the Trustee on the Closing Date for deposit pursuant to the terms and conditions of the Indenture. The Parking Authority hereby approves the Indenture, the assignment to the Trustee of the rights of the Financing Authority assigned under and pursuant to the Indenture, and the issuance of the 2020 Bonds by the Financing Authority under and pursuant to the Indenture.

SECTION 2.02. Appointment of Parking Authority as Agent of Financing Authority. The Financing Authority hereby appoints the Parking Authority as its agent to carry out all phases of the Acquisition and Construction of the Improvements pursuant to and in accordance with the provisions hereof and the Indenture. The Parking Authority hereby accepts such appointment and assumes all rights, liabilities, duties and responsibilities of the Financing Authority regarding the Acquisition and Construction of the Improvements. The Financing Authority, or the Parking Authority as agent of the Financing Authority hereunder, shall enter into, administer and enforce all purchase orders or other contracts relating to the Acquisition and Construction of the Improvements. All contracts for, and all work relating to, the Acquisition and Construction of the Improvements shall be subject to all applicable provisions of law relating to the acquisition, construction, improvement, and equipping of like facilities and property by the Parking Authority.

SECTION 2.03. Sale and Purchase of the Improvements. As consideration for the proceeds of the 2020 Bonds, the Financing Authority hereby agrees to purchase, and the

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Parking Authority hereby agrees to sell, the Improvements and the Leased Parking Facilities. As consideration for the City’s agreement to make 2020 Installment Payments in accordance with Section 3.01 hereof, the Financing Authority hereby agrees to sell, and the Parking Authority hereby agrees to purchase, the Improvements and the Leased Parking Facilities. All right, title and interest in the Improvements and the Leased Parking Facilities shall vest in the City immediately upon execution of this Agreement. Such vesting shall occur without further action by the Financing Authority or the Parking Authority; and the Financing Authority shall, if requested by the Parking Authority, or if necessary to assure such automatic vesting, deliver any and all documents required to assure such vesting.

SECTION 2.04. Failure of the Financing Authority to Perform Under this 20202 Installment Purchase Agreement. If the Financing Authority fails to observe or perform any agreement, condition, covenant or term contained herein required to be observed or performed by it, the Parking Authority may institute such action or proceeding against the Financing Authority as the Parking Authority may deem necessary or convenient to compel the observance or performance of such agreement, condition, covenant or term, or to recover damages for the nonobservance or nonperformance thereof. The Parking Authority may, at its own cost and expense and in its own name or in the name of the Financing Authority, prosecute or defend any action or proceeding or take any other action involving third persons which the Parking Authority deems reasonably necessary to protect or secure its rights hereunder, and in such event the Financing Authority agrees to cooperate fully with the Parking Authority and to take all action necessary to effect the substitution of the Parking Authority for the Financing Authority in any action or proceeding if the Parking Authority shall so request.

ARTICLE III
2020 INSTALLMENT PAYMENTS
SECTION 3.01. Purchase Price.
(a) The Parking Authority shall pay to the Financing Authority from Net Parking Revenues, the purchase price of the Leased Parking Facilities and Improvements in the amount of ________ dollars ($_______), payable in installments of principal together with interest on the unpaid principal balance thereof, all as provided in Section 3.01(b) (subject in each case to any right of prepayment provided herein), plus the 2020 Reserve Account deposits required pursuant to Section 4.02, which may be credited to the 2020 Installment Payments as provided herein.
(b) The interest on the unpaid balance of the principal amount of the Parking Authority’s obligations hereunder constituting the 2020 Installment Payments shall accrue from February __ , 2020, at the following annual rates of interest per annum, and shall be paid by the Parking Authority as and constitute interest paid on the principal amount of the Parking Authority’s obligations hereunder constituting the 2020 Installment Payments, namely:

Installment
Payment Date
(March 1)
Principal
Installment
Interest
Rate

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SECTION 3.02. Payment of the 2020 Installment Payments. The Parking Authority shall, subject to any right of prepayment as provided herein, pay the Financing Authority the 2020 Installment Payments as herein provided, without offset or deduction of any kind, by paying the principal components of the 2020 Installment Payments annually in the amounts and on or before the date that is at least two (2) business days prior to March 1 in each of the years in accordance with Exhibit A attached hereto and incorporated herein and made a part hereof, together with the interest components of the 2020 Installment Payments, which interest components shall be paid semiannually on or before each February 25 and August 25, commencing [August 25, 2020] (each such February 25 and August 25, a “2020 Installment Payment Date”), in the amounts set forth in Exhibit A attached hereto and incorporated herein and made a part hereof; provided, that in the event the Parking Authority fails to make any 2020 Installment Payment when due, the defaulted 2020 Installment Payment shall continue as an obligation of the Parking Authority, and the Parking Authority shall pay the same with interest thereon from the due date thereof at the rate of interest applicable thereto.

The obligation of the Parking Authority to pay the 2020 Installment Payments from the Net Parking Revenues as herein provided is absolute and unconditional, and until such time as the 2020 Installment Payments shall have been fully paid (or provision for the payment thereof shall have been made pursuant to Section 7.01), the Parking Authority will not discontinue or suspend any 2020 Installment Payments required to be made by it under this section, whether or not the Parking Facilities, or any part thereof is operating or operable or has been completed, or its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part, and such payments shall not be subject to abatement because of any damage to, destruction or condemnation of the Parking Facilities, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditioned upon the performance or nonperformance by any party of any agreement for any cause whatsoever.

SECTION 3.03. Prepayment of the 2020 Installment Payments. The Parking Authority may prepay the principal components of the 2020 Installment Payments at the same times, in the same amounts and upon the same terms and conditions as 2020 Bonds (as defined in the 2020 Indenture) may be redeemed pursuant to the 2020 Indenture.

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Notwithstanding any such prepayment, the Parking Authority shall not be relieved of its obligations hereunder until all 2020 Installment Payments shall have been fully paid (or provision for the payment thereof shall have been made pursuant to Section 7.01).

ARTICLE IV

REVENUES
SECTION 4.01. Pledge of Net Parking Revenues; Revenue Fund. (a) The Parking Authority hereby grants to the Financing Authority a first lien on and a security interest in and pledge of all Net Parking Revenues to secure the payment of the 2020 Installment Payments and any Parity Obligations as provided herein, and the Net Parking Revenues shall not be used for any other purpose while any 2020 Installment Payments or any Parity Obligations remain unpaid; provided, that out of the Net Parking Revenues there may be apportioned such sums for such purposes as are expressly permitted by this Article. This lien, security interest, and pledge shall constitute a first lien on the Net Parking Revenues for the payment of the 2020 Installment Payments and any Parity Obligations in accordance with the terms hereof (subject to the incurrence of Parity Obligations in accordance with Section 4.03 hereof). (b) All Parking Revenues shall be deposited as and when received in the Revenue Fund which fund is hereby continued in the treasury of the Parking Authority and which fund shall be maintained by the Parking Authority, and all money in the Revenue Fund shall be set aside by the Parking Authority and applied to the payment of Net Operation and Maintenance Costs, as and when required to be paid.
(c) The Parking Authority hereby covenants to cause all Net Parking Revenues to be allocated and applied as provided in Section 4.02; provided, that pending the use by the Parking Authority of the Net Parking Revenues for such purposes, such money may be invested by the Parking Authority in Permitted Investments.

SECTION 4.02. Allocation of Net Parking Revenues. All Net Parking Revenues shall be set aside by the Parking Authority at the following times and deposited in the following account or fund in the following order of priority:
(a) 2020 Installment Payment Fund Deposits. On or before each 2020 Installment Payment Date, the Parking Authority shall, from Net Parking Revenues, transfer to the Trustee (on a parity with any required transfers of Net Parking Revenues for the payment of all other Parity Obligations) for deposit in the 2020 Installment Payment Fund a sum equal to the amount of the interest components becoming due hereunder on such 2020 Installment Payment Date and a sum equal to the amount of the principal components, if any, becoming due hereunder on such 2020 Installment Payment Date;
(b) Reserve Account Deposits. On each date required by the 2020 Indenture, after making the transfers and deposits required by paragraph (A) for 2020 Installment Payments and payments on Parity Obligations currently due and payable, the Parking Authority shall, from Net Parking Revenues, transfer to the Trustee (on a parity with any required transfers of Net Parking Revenues for the replenishment of all other reserve accounts for all Parity Obligations)

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for deposit in the 2020 Reserve Account a sum equal to the amount, if any, required by the terms of the 2020 Indenture, to be necessary to restore the 2020 Reserve Account to the 2020 Reserve Requirement, on such date; and
(c) Surplus Net Parking Revenues. On any date, provided that (i) all transfers and deposits required by paragraph (A) for 2020 Installment Payments and payments on Parity Obligations currently due and payable have been made and (ii) all transfers required to be made on such date by paragraph (B) have been made, Net Parking Revenues may be used for any lawful purpose, including, but not limited to the payment of any obligations secured by Net Parking Revenues on a priority subordinate to the Parity Obligations or the payment of any Termination Payment;
provided, that no such transfers to and deposits in the 2020 Installment Payment Fund need be made if the amount available and contained therein is at least equal to the interest component becoming due hereunder on such 2020 Installment Payment Date, plus the principal component, if any, becoming due hereunder on such 2020 Installment Payment Date and if the 2020 Indenture does not require a replenishment of the amounts contained in the 2020 Reserve Account; and provided further, that nothing in this section shall be construed to limit the Parking Authority’s ability to make other transfers and deposits at any time from Net Parking Revenues for the payment of debt service, reserve replenishment, credit enhancement reimbursement costs and Payment Agreement Payments to the extent required with respect to additional Parity Obligations incurred in accordance with Section 4.03.

SECTION 4.03. Additional Obligations.
(a) The Parking Authority will not incur any obligations payable from Net Parking Revenues superior to the payment of the 2020 Installment Payments. (b) Without regard to Section 4.03(c), the Parking Authority may at any time enter into or create an obligation or commitment which is a Credit Provider Reimbursement Obligation or a Payment Agreement.
(c) The Parking Authority may at any time and from time to time issue or create any other Parity Obligations (in addition to the 2020 Installment Payments, which may be incurred without compliance with this Section 4.03), provided:
(1) There shall not have occurred and be continuing (i) an Event of Default under the terms of this 2020 Installment Purchase Agreement or any Issuing Document or (ii) an Event of Default or Termination Event (as defined in any Payment Agreement) under any Payment Agreement; and
(2) The Parking Authority obtains or provides a certificate or certificates, prepared by the Parking Authority or at the Parking Authority’s option by a Consultant, showing that either:
(A) the Adjusted Net Parking Revenues for either the most recent Fiscal Year for which audited financial statements are available or any 12 consecutive calendar month period during the 18 consecutive calendar month

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period ending immediately prior to the incurring of such additional Parity Obligations were at least [one hundred fifty percent (150%)] of Maximum Annual Debt Service, as calculated after the execution of such Parity Obligations; and for the purpose of providing such certificate or certificates, the Parking Authority or the Parking Authority’s Consultant, as applicable, may adjust the Adjusted Net Parking Revenues for such Fiscal Year or 12 calendar month period, as the case may be, to reflect:
(i) an allowance for Net Parking Revenues that would
have been derived from any additional Parking Facilities that were added prior to the incurrence of such additional Parity Obligations but which were not in existence, during all or any part of such Fiscal Year or 12 calendar month period under consideration, in an amount equal to the estimated additional Net Parking Revenues that would have been derived from such additional Parking Facilities if they had been added prior to the beginning of such Fiscal Year or 12 calendar month period, and
(ii) an allowance for Net Parking Revenues that would
have been derived from any increase in the rates, fees and charges fixed and prescribed for the Parking Facilities which became effective prior to the incurrence of such additional Parity Obligations but which was not in effect, during all or any part of such Fiscal Year or 12 calendar month period, in an amount equal to the estimated additional Net Parking Revenues that would have been derived from such increase in rates, fees and charges if it had been in effect prior to the beginning of such Fiscal Year or 12 calendar month period; or
(B) the estimated Adjusted Net Parking Revenues will be at least [one hundred fifty percent (150%)] of Maximum Annual Debt Service, as calculated after the execution of such Parity Obligations; and for the purpose of providing such certificate or certificates, the Parking Authority or the Parking Authority’s Consultant, as applicable, may adjust the foregoing estimated Adjusted Net Parking Revenues to reflect:
(i) an allowance for Net Parking Revenues that are
estimated to be derived from any increase in the rates, fees and charges for the Parking Facilities which have been adopted by the Parking Authority and which will be in effect during all or any portion of the period for which such estimates are provided; and
(ii) an allowance for Net Parking Revenues that are
estimated to be derived from new customers of the Parking Facilities anticipated to be served by any additions or improvements to the Parking Facilities financed by the Parity Obligations in an amount equal to the additional Net Parking Revenues that are estimated to be derived from such customers.

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For purposes of clause (B) above, with respect to Net Operation and Maintenance Costs, the Parking Authority or the Parking Authority’s Consultant, as applicable, shall use such assumptions (which shall be set forth in such certificate or certificates) as such believes to be reasonable, taking into account: (i) historical Net Operation and Maintenance Costs, (ii) Net Operation and Maintenance Costs associated with the additions or improvements to the Parking Facilities to be financed with the proceeds of such additional Parity Obligations and any other new additions or improvements to or extensions of the Parking Facilities during such five year period and (iii) such other factors, including inflation and changing operations or policies of the Parking Authority, as the Parking Authority or the Parking Authority’s Consultant, as applicable, believes to be appropriate.

The certificate or certificates described above in subsection (c)(2) shall not be required if the Parity Obligations being issued are for the purpose of refunding (x) then outstanding Parity Obligations, if at the time of the issuance of such refunding Parity Obligations a certificate of the Parking Authority shall be delivered showing that Parity Debt Service in each Fiscal Year on all Parity Obligations outstanding after the issuance of the refunding Parity Obligations will not exceed 110% of Parity Debt Service in each corresponding Fiscal Year on all Parity Obligations outstanding prior to the issuance of such refunding Parity Obligations; or (y) then outstanding Balloon Obligations or Variable Interest Rate Obligations, but only to the extent that the principal amount of such Balloon Obligations or Variable Interest Rate Obligations has been put, tendered to or otherwise purchased by a standby purchase or other liquidity facility relating to such Balloon Obligations or Variable Interest Rate Obligations.
(d) Without regard to Section 4.03(c), the Parking Authority may issue or incur obligations secured by Net Parking Revenues on a priority subordinate to the Parity Obligations and such obligations may be paid only in accordance with the provisions of Section 4.02 as long as (i) no Event of Default has occurred and is continuing (unless such Event of Default will not be continuing after the incurrence of such subordinate obligations) and (ii) no Event of Default or Termination Event (as defined in any Payment Agreement) under any Payment Agreement has occurred and is continuing (unless such Event of Default or Termination Event will not be continuing after the incurrence of such subordinate obligations).

ARTICLE V

COVENANTS OF THE PARKING AUTHORITY
SECTION 5.01. Compliance with and Amendment of 2020 Installment Purchase Agreement.
(a) The Parking Authority will punctually pay the 2020 Installment Payments in strict conformity with the terms hereof, and will faithfully observe and perform all the agreements, conditions, covenants and terms contained herein required to be observed and performed by it, and will not terminate the 2020 Installment Purchase Agreement for any cause whatsoever, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Parking Facilities, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of California or any political subdivision of either or any failure of the

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Financing Authority to observe or perform any agreement, condition, covenant or term contained herein required to be observed and performed by it, whether express or implied. The Parking Authority will, so long as any 2020 Installment Payments remain unpaid, apply Net Parking Revenues as provided herein. The Trustee shall not be obligated to enter into any supplemental or amendment that adversely impacts its rights.
(b) The Parking Authority and the Financing Authority shall not supplement, amend, modify or terminate any of the terms of the 2020 Installment Purchase Agreement, or consent to any such supplement, amendment, modification or termination, without the prior written consent of the Trustee, which such consent, in the case of the Trustee, shall be given only if (a) such supplement, amendment, modification or termination will not materially adversely affect the interests of the 2020 Bonds or result in any material impairment of the security hereby given for the payment of the 2020 Installment Payments, or (b) the Trustee first obtains the written consent of a majority in aggregate principal amount of the 2020 Bonds then Outstanding to such supplement, amendment, modification or termination; provided, that no such supplement, amendment, modification or termination shall reduce the amount of 2020 Installment Payments to be made to the Financing Authority or the Trustee by the Parking Authority pursuant to the 2020 Installment Purchase Agreement, or extend the time for making such 2020 Installment Payments, or permit the creation of any lien prior to the lien created by the 2020 Installment Purchase Agreement on Net Parking Revenues without the written consent of all of the Holders of all 2020 Bonds then Outstanding.

SECTION 5.02. Against Encumbrances. The Parking Authority will not make any use of or encumber the Net Parking Revenues except as provided herein; provided, that so long as the Parking Authority is not in default hereunder, the Parking Authority may issue any obligations subordinate to the Parity Obligations that are payable from surplus Net Parking Revenues as provided in paragraph (c) of Section 4.02.

SECTION 5.03. Against Sale or Other Disposition of Property. The Parking Authority will not sell, lease or otherwise dispose of the Parking Facilities or any part thereof essential to the proper operation of the Parking Facilities or to the maintenance of Net Parking Revenues. The Parking Authority will not enter into any agreement which impairs the operation of the Parking Facilities or any part thereof necessary to secure adequate Net Parking Revenues for the payment of Parity Obligations or which would otherwise impair the rights of the Parking Authority with respect to Net Parking Revenues or the operation of the Parking Facilities.

SECTION 5.04. Against Competitive Facilities. The Parking Authority will not, to the extent permitted by law, acquire, purchase, maintain or operate and will not, to the extent permitted by law and within the scope of its powers, permit any other public or private agency, corporation, district or political subdivision or any person whomsoever to acquire, purchase, maintain or operate within any competitive Parking Facilities.

SECTION 5.05. Tax Covenants.
(a) General. The Parking Authority hereby that, notwithstanding any other provisions of this Installment Purchase Agreement, it shall not take any action, or fail to take action, if any such action or failure to take action would adversely affect the exclusion from gross

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income of interest components of the 2020 Installment Payments under Section 103 of the Code.

The Parking Authority shall not, directly or indirectly, use or permit the use of proceeds of the 2020 Bonds or any of the property financed or refinanced with proceeds of the 2020 Bonds, or any portion thereof, by any person other than a governmental person (as such term is used in Section 141 of the Code and applicable Treasury Regulations), in such manner or to such extent as would result in the loss of exclusion from gross income for federal income tax purposes of interest on the 2020 Bonds.
(b) Use of Proceeds. The Parking Authority shall not take any action, or fail to take action, if any such action or failure to take action would cause the 2020 Bonds to be “private activity bonds” within the meaning of Section 141 of the Code and applicable Treasury Regulations, and in furtherance thereof, shall not make any use of the proceeds of the 2020 Bonds or any of the property financed or refinanced with proceeds of the 2020 Bonds, or any portion thereof, that would cause the 2020 Bonds to be “private activity bonds” within the meaning of Section 141 of the Code. To that end, so long as any 2020 Bonds are outstanding, the Parking Authority, with respect to such proceeds and property, will comply with the requirements of the Code and the Treasury Regulations, to the extent such requirements are, at the time, applicable and in effect. The Parking Authority shall establish reasonable procedures necessary to ensure continued compliance with Section 141 of the Code and the continued qualification of the 2020 Bonds as “governmental bonds.”
(c) Arbitrage. The Parking Authority shall not, directly or indirectly, use or permit the use of any proceeds of any 2020 Bonds, or of any property financed or refinanced thereby, or of other funds of the Parking Authority, that would cause the 2020 Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code and applicable Treasury Regulations, and shall not otherwise take any action, or fail to take action, if such action or failure to take action would cause the 2020 Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code and applicable Treasury Regulations. To that end, the Parking Authority shall comply with all requirements of Section 148 of the Code and the Treasury Regulations to the extent such requirements are, at the time, in effect and applicable to the 2020 Bonds. (d) Federal Guarantee. The Parking Authority shall not make any use of the proceeds of the 2020 Bonds, or of any other funds of the Parking Authority, that would cause the 2020 Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code, and shall not otherwise take any action, or fail to take action, when such action or failure to take action would cause the 2020 Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.
(e) Compliance with Tax Certificate. In furtherance of the foregoing tax covenants of this Section 5.05, the Parking Authority covenants that it will comply with the provisions of the Tax Certificate, which is incorporated herein as if fully set forth herein. These covenants shall survive any defeasance or discharge of the 2020 Installment Payments pursuant to Article VII or any prepayment of principal components of the 2020 Installment Payments pursuant to Article III.

SECTION 5.06. Maintenance and Operation of the Parking Facilities. The Parking Authority will maintain and preserve the Parking Facilities in good repair and working

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order at all times and will operate the Parking Facilities in an efficient and economical manner and will pay all Gross Operation and Maintenance Costs as they become due and payable.

SECTION 5.07. Payment of Claims. The Parking Authority will pay and discharge any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien on Net Parking Revenues or any part thereof or on any funds in the hands of the Parking Authority or which might impair the security of the 2020 Installment Payments.

SECTION 5.08. Compliance with Contracts. The Parking Authority will comply with, keep, observe and perform all agreements, conditions, covenants and terms, express or implied, required to be kept, observed and performed by it contained in all contracts for the use of the Parking Facilities and all other contracts affecting or involving the Parking Facilities to the extent that the Parking Authority is a party thereto.

SECTION 5.09. Insurance. The Parking Authority will procure and maintain such insurance relating to the Parking Facilities which it shall deem advisable or necessary to protect its interests and the interests of the Financing Authority and the Trustee, which insurance shall afford protection in such amounts and against such risks as are usually covered in the State in connection with parking facilities comparable to the Parking Facilities; provided, that any such insurance may be maintained under a self-insurance program so long as such self-insurance is maintained in the amounts and manner usually maintained in connection with parking facilities in the State comparable to the Parking Facilities and is, in the opinion of an accredited actuary, actuarially sound. All policies of insurance required to be maintained herein shall provide that the Financing Authority and the Trustee shall be given thirty (30) days’ written notice of any intended cancellation thereof or reduction of coverage provided thereby.

SECTION 5.10. Accounting Records; Financial Statements and Other Reports. (a) The Parking Authority will keep appropriate accounting records in which complete and correct entries shall be made of all transactions relating to the Parking Facilities and the Net Parking Revenues and the Gross Operation and Maintenance Costs and Net Operation and Maintenance Costs relating thereto, which records shall be available for inspection by the Financing Authority and the Trustee at reasonable hours and under reasonable conditions. (b) The Parking Authority will prepare annually by no later than March 31 following the close of each Fiscal Year (commencing with the Fiscal Year ending June 30, 2020) financial statements of the Parking Authority for the preceding Fiscal Year prepared in accordance with generally accepted accounting principles, together with an Accountant’s Report thereon, which records shall be available for inspection by the Financing Authority and the Trustee at reasonable hours and under reasonable conditions.

SECTION 5.11. Protection of Security and Rights of Authority. The Parking Authority will preserve and protect the security hereof and the rights of the Financing Authority to the 2020 Installment Payments hereunder and will warrant and defend such rights against all claims and demands of all persons.

SECTION 5.12. Payment of Taxes and Compliance with Governmental Regulations. The Parking Authority will pay and discharge all taxes, assessments and other

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governmental charges which may hereafter be lawfully imposed upon the Parking Facilities or any part thereof or upon Net Parking Revenues when the same shall become due. The Parking Authority will duly observe and comply with all valid regulations and requirements of any governmental authority relative to the operation of the. Parking Facilities or any part thereof, but the Parking Authority shall not be required to comply with any regulations or requirements so long as the validity or application thereof shall be contested in good faith.

SECTION 5.13. Amount of Charges, Fees and Rates; Rate Stabilization Fund.

The Parking Authority will fix, prescribe and collect rates, fees and charges with respect to the Parking Facilities during each Fiscal Year which are estimated to yield Net Parking Revenues for such Fiscal Year equal to at least [one hundred twenty-five percent (125%)] of Parity Debt Service for such Fiscal Year. The Parking Authority may make adjustments from time to time in such fees and charges and may make such classification thereof as it deems necessary, but shall not reduce the rates, fees and charges then in effect unless the Net Parking Revenues from such reduced rates, fees and charges are estimated to be sufficient to meet the requirements of this section. [The Parking Authority may establish a fund denominated the Rate Stabilization Fund. From time to time the Parking Authority may deposit into the Rate Stabilization Fund, from current Parking Revenues, such amounts as the Parking Authority shall determine and the amount of available current Parking Revenues in the Fiscal Year shall be reduced by the amount so transferred. Amounts may be transferred from the Rate Stabilization Fund and deposited in the Revenue Fund, and any amounts so transferred within 270 days after the end of a Fiscal Year shall be deemed Parking Revenues for such Fiscal Year when so transferred. The Parking Authority may also apply moneys on deposit in the Rate Stabilization Fund for any lawful purpose. All interest or other earnings upon amounts in the Rate Stabilization Fund may be withdrawn therefrom and accounted for as Parking Revenues in accordance with the terms of this Section or used for any lawful purpose.] [Discuss]
SECTION 5.14. Eminent Domain and Insurance Proceeds. If all or any part of the Parking Facilities shall be taken by eminent domain proceedings, or if the Parking Authority receives any insurance proceeds resulting from a casualty loss to the Parking Facilities, the net proceeds thereof, at the option of the Parking Authority, shall be applied either to (a) the prepayment of Parity Obligations, or (b) to acquire and construct additions, betterments or improvements to the Parking Facilities to replace the condemned or destroyed portion of the Parking Facilities.

SECTION 5.15. Continuing Disclosure. The Parking Authority hereby agrees to comply with and carry out all of the provisions of the continuing disclosure undertaking relating to the 2020 Bonds. Notwithstanding any other provision of this 2020 Installment Purchase Agreement, failure of the Parking Authority to comply with such undertaking shall not be considered an Event of Default under the 2020 Installment Purchase Agreement or the 2020 Indenture; provided, that the Trustee may (and, at the request of any Participating Underwriter or the Holders of at least twenty-five percent (25%) in aggregate principal amount of Outstanding 2020 Bonds, shall) or any Holder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Parking Authority to comply with its obligations under this section. Capitalized terms used in this

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section but not defined in this 2020 Installment Purchase Agreement shall have the meanings given in the aforesaid continuing disclosure undertaking.

SECTION 5.16. Further Assurances. The Parking Authority will adopt, deliver, execute and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Financing Authority of the rights and benefits provided to it herein.

SECTION 5.17. Application of CFD Revenues to the Payment of Gross Operation and Maintenance Costs. (a) The Parking Authority hereby covenants to establish an account to be held by the Parking Authority to be known as the “CFD Revenues Account.” When received, the Parking Authority shall deposit all CFD Revenues into the CFD Revenues Account.

The Parking Authority herby covenants to apply all CFD Revenues to the payment of Gross Operation and Maintenance Costs. If at the end of the Fiscal Year, after the CFD Revenues have been applied to the Gross Operation and Maintenance Costs, there are any CFD Revenues remaining in the CFD Revenues Account, such CFD Revenues the Parking Authority may be used for any lawful purpose consistent with the Rate and Method. (b) [The obligation of the Parking Authority to apply all CFD Revenues to payment of Operation and Maintenance Costs pursuant to Section 5.17(a) shall cease and terminate following upon the delivery to the Trustee and the Financing Authority of a certificate of the Parking Authority demonstrating that Adjusted Net Parking Revenues were at least [one hundred fifty percent (150%)] of Maximum Annual Debt Service for each of the three completed Fiscal Years prior to the date of calculation.]
SECTION 5.18. Incurrence of Obligations Payable From CFD Revenues. The Parking Authority will not incur any obligations payable from CFD Revenues superior to the payment of Gross Operation and Maintenance Costs.

SECTION 5.19. Preservation of the CFD Revenues. The Parking Authority shall take all necessary actions to ensure that the Special Tax is levied and collected within the CFD pursuant to the terms of the Rate and Method. The Parking Authority shall not allow the City to make any amendments to the Rate and Method that would decrease the amount of CFD revenues that the Parking Authority is entitled to receive as of the Closing Date or would otherwise have a material adverse effect on the receipt of CFD Revenues by the Parking Authority.

SECTION 5.20. CFD Revenues Assignment Agreement. As long as any 2020 Bonds remain outstanding, the Parking Authority shall not terminate the CFD Revenues Assignment Agreement. In addition, the Parking Authority covenants not to amend or modify the CFD Revenues Assignment Agreement if such amendment or modification would decrease the amount of CFD revenues that the Parking Authority is entitled to receive as of the Closing Date or would otherwise have a material adverse effect on the receipt of CFD Revenues by the Parking Authority.

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ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES OF THE FINANCING AUTHORITY SECTION 6.01. Events of Default. The following events shall constitute “Events of Default” hereunder:
(a) if default shall be made in the due and punctual payment of any 2020 Installment Payment when the same shall become due and payable; (b) if default shall be made by the Parking Authority in the performance of any of the other agreements or covenants contained herein required to be performed by it, and such default shall have continued for a period of sixty (60) days after the Parking Authority shall have been given notice in writing of such default by the Financing Authority or the Trustee; (c) except for the current bankruptcy filing existing on the effective date of this 2020 Installment Purchase Agreement, if the Parking Authority shall file 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 if a court of competent jurisdiction shall approve a petition filed with or without the consent of the Parking Authority 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 if under the provisions of any other law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or control of the Parking Authority or of the whole or any substantial part of its property; or (d) if an event of default (as defined in any Parity Obligation or Issuing Document) shall have occurred.

Notwithstanding anything to the contrary contained herein, in no event are the 2020 Installment Payments subject to acceleration if an Event of Default occurs and is continuing.

SECTION 6.02. Distribution of Assets. Upon the date of the declaration of an Event of Default by the Financing Authority as provided in Section 6.01, all Net Parking Revenues shall be applied in the following order -
(1) First, to the payment of the costs and expenses of the Trustee (as assignee of the Financing Authority), if any, in carrying out the provisions of this article, including reasonable compensation to its agents, accountants and counsel and including any expenses of the Financing Authority in indemnifying the Trustee; (2) Second, to the payment of interest and regularly scheduled payments then due on Parity Obligations (except Termination Payments), and, if the amount available shall not be sufficient to pay in full all such interest and regularly scheduled payments then due and payable, then to the payment thereof ratably, according to the amounts due thereon without any discrimination or preference;
(3) Third, to the payment of the unpaid principal amount of the Parity Obligations then due and payable with interest on the overdue principal and interest

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amounts of the unpaid Parity Obligations at the rate or rates of interest then applicable to such Parity Obligations if paid in accordance with their terms, and, if the amount available shall not be sufficient to pay in full all the amounts due with respect to the Parity Obligations on any date, together with such interest, then to the payment thereof ratably, according to the principal amount due on such date, without any discrimination or preference;
(4) Fourth, to the required replenishment of any debt service reserves with respect to the Parity Obligations (including Credit Support Reimbursement Obligations);
(5) Fifth, to the payment of any other amounts becoming due and payable with respect to Parity Obligations; and
(6) Sixth, to the payment of the costs and expenses of the Financing Authority, if any, in carrying out the provisions of this article, including reasonable compensation to its agents, accountants and counsel, that were not paid pursuant to clause (1) above;
(7) Seventh, to the payment of all other amounts due and payable by the Parking Authority from Net Parking Revenues, including, but not limited to the payment of obligations secured by Net Parking Revenues on a priority subordinate to the Parity Obligations, and to the payment of any Termination Payments on any Payment Agreements.

SECTION 6.03. Remedies of the Financing Authority. The Financing Authority shall have the right —
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the Parking Authority or any councilmember, officer or employee thereof, and to compel the Parking Authority or any such councilmember, officer or employee to perform and carry out its duties under agreements and covenants required to be performed by it or him or her contained herein;
(b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Financing Authority; or
(c) by suit in equity upon the happening of an Event of Default to require the Parking Authority and its councilmembers, officers and employees to account as the trustee of an express trust.

SECTION 6.04. Non-Waiver. Nothing in this article or in any other- provision hereof shall affect or impair the obligation of the Parking Authority, which is absolute and unconditional, to pay the 2020 Installment Payments to the Financing Authority at their respective due dates or upon prepayment as provided herein from the Net Parking Revenues, or shall affect or impair the right of the Financing Authority, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract embodied herein.

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A waiver of any default or breach of duty or contract by the Financing Authority shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract, and no delay or omission by the Financing Authority to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Financing Authority by applicable law or by this article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Financing Authority.

If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned or determined adversely to the Financing Authority, the Parking Authority and the Financing Authority shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken.

SECTION 6.05. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Financing Authority is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by applicable law.

ARTICLE VII

DISCHARGE OF OBLIGATIONS
SECTION 7.01. Discharge of Obligations.
(a) If the Parking Authority shall pay or cause to be paid all the 2020 Installment Payments at the times and in the manner provided herein, the right, title and interest of the Financing Authority herein and the obligations of the Parking Authority hereunder shall thereupon cease, terminate, become void and be completely discharged and satisfied, except as provided in Section 5.05.
(b) Any unpaid principal component of the 2020 Installment Payments shall on its scheduled payment date or date of prepayment be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if the Parking Authority makes payment of such 2020 Installment Payments and the interest and prepayment premium, if applicable, thereon in the manner provided herein, and money for the purpose of such payment or prepayment is then held by the Trustee.
(c) All or any portion of unpaid principal components of the 2020 Installment Payments shall, prior to their scheduled payment dates or dates of prepayment, be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section (except that the Parking Authority shall remain liable for the payment of such 2020 Installment Payments, but only out of the money or securities deposited with the Trustee or an escrow agent as hereinafter described) if (i) notice is provided by the Parking Authority to the Trustee and (ii) there shall have been deposited with the Trustee or such escrow agent either money in an amount which shall be sufficient to pay when due the principal components of such 2020

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Installment Payments or such portions thereof and the interest and prepayment premiums, if any, thereon on and prior to their payment date or their dates of prepayment, as the case may be, or Federal Securities which are not subject to redemption prior to maturity except by the holder thereof (including any such Federal Securities issued or held in book entry form) the interest on and principal of which when paid will provide money which, together with money, if any, deposited with the Trustee or such escrow agent at the same time, shall be sufficient, as stated in a report of an Independent Certified Public Accountant addressed to the Parking Authority and the Trustee or such escrow agent, to pay when due the principal components of such 2020 Installment Payments or such portions thereof and the interest and prepayment premiums, if any, thereon on and prior to their payment dates or their dates of prepayment, as the case may be.

ARTICLE VIII

MISCELLANEOUS
SECTION 8.01. Liability of City Limited to Net Parking Revenues.

Notwithstanding anything contained herein, the Parking Authority shall not be required to advance any money derived from any source of income other than the Net Parking Revenues and the other funds provided herein for the payment of the 2020 Installment Payments or for the performance of any agreements or covenants required to be performed by it contained herein; provided, that the Parking Authority may advance money for any such purpose so long as such money is derived from a source legally available for such purpose and may be legally used by the Parking Authority for such purpose.

The obligation of the Parking Authority to make the 2020 Installment Payments is a special obligation of the Parking Authority and is payable solely from the Net Parking Revenues and the other funds as provided herein, and does not constitute a debt of the Parking Authority or the State of California or of any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction, and does not constitute an obligation for which the Parking Authority is obligated to levy or pledge any form of taxation or for which the Parking Authority has levied or pledged any form of taxation.

SECTION 8.02. Benefits of Contract Limited to Parties and Beneficiary. Except as provided in Sections 8.03 and 8.04, nothing contained herein, expressed or implied, is intended to give to any person other than the Parking Authority, the Financing Authority and their assigns any right, remedy or claim under or pursuant hereto, and any agreement or covenant required herein to be performed by or on behalf of the Parking Authority or the Financing Authority shall be for the sole and exclusive benefit of the, City, the Financing Authority and their assigns.

SECTION 8.03. Assignment. The 2020 Installment Purchase Agreement and any rights hereunder may be assigned by the Financing Authority, as a whole or in part, without the necessity of obtaining the prior consent of the Parking Authority. The assignment of the 2020 Installment Purchase Agreement or rights hereunder to the Trustee is solely in its capacity as Trustee and the duties, powers and liabilities of the Trustee in acting hereunder shall be subject to the provisions of the 2020 Indenture.

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SECTION 8.04. Successor is Deemed Included in all References to Predecessor.

Whenever either the Parking Authority or the Financing Authority is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Parking Authority or the Financing Authority, and all agreements and covenants required hereby to be performed by or on behalf of the Parking Authority or the Financing Authority with respect to the Parking Facilities shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.

SECTION 8.05. Waiver of Personal Liability. No councilmember, officer or employee of the Parking Authority shall be individually or personally liable for the payment of the 2020 Installment Payments, but nothing contained herein shall relieve any councilmember, officer or employee of the Parking Authority from the performance of any official duty provided by any applicable provisions of law or hereby.

SECTION 8.06. Partial Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the Parking Authority or the Financing Authority shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof, and the Parking Authority and the Financing Authority hereby declare that they would have executed the 2020 Installment Purchase Agreement and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

SECTION 8.07. Net Contract. The 2020 Installment Purchase Agreement shall be deemed and construed to be a net contract, and the Parking Authority shall pay absolutely net during the term hereof the 2020 Installment Payments and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off whatsoever.

SECTION 8.08. California Law. The 2020 Installment Purchase Agreement shall be construed and governed in accordance with the laws of the State of California.

SECTION 8.09. Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely:

If to the Parking Authority:

Parking Authority of the Parking Authority of Stockton
425 N. Eldorado Street
Stockton, California 95202
Attention: Executive Director

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If to the Financing Authority:

Stockton Public Financing Authority
425 N. Eldorado Street
Stockton, California 95202
Attention: Executive Director
SECTION 8.10. Effective Date. The 2020 Installment Purchase Agreement shall become effective upon its execution and delivery.

SECTION 8.11. Governing Law. This Agreement is a contract made under the laws of the State and shall be governed by and construed in accordance with the Constitution and laws applicable to contracts made and performed in the State of California.

SECTION 8.12. Execution in Counterparts. The 2020 Installment Purchase Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed the 2020 Installment Purchase Agreement by their officers thereunto duly authorized as of the day and year first written above.

PARKING AUTHORITY OF THE PARKING

AUTHORITY OF STOCKTON
By
Executive Director

STOCKTON PUBLIC FINANCING AUTHORITY
By
Executive Director

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98892657.5 A-1

EXHIBIT A
2020 INSTALLMENT PAYMENT SCHEDULE
2020 Installment
Payment Date(1)
Interest
Component
Principal
Component
Total 2020
Installment Payments

(1) Pursuant to the 2020 Installment Purchase Agreement, the 2020 Installment Payments are to be paid by the Parking Authority to the Trustee on each 2020 Installment Payment Date.

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EXHIBIT 3
1 $_____________

STOCKTON PUBLIC FINANCING AUTHORITY
PARKING REVENUE BONDS, SERIES 2020

BOND PURCHASE AGREEMENT
___________, 2020
Stockton Public Financing Authority,
Parking Authority of the City of Stockton, and
City of Stockton
425 N El Dorado Street
Stockton, California 95202
Ladies and Gentlemen:

The undersigned, Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), acting not as a fiduciary for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (this “Bond Purchase Agreement”) with the Stockton Public Financing Authority (the “Financing Authority”), the Parking Authority of the City of Stockton (the “Parking Authority”) and the City of Stockton (the “City,” and together with the Financing Authority and the Parking Authority, the “City Parties”), which will be binding upon the City Parties and the Underwriter upon the acceptance hereof by all parties hereto. This offer is made subject to its acceptance by the City Parties by execution of this Bond Purchase Agreement and its delivery to the Underwriter on or before 11:59 p.m., California time, on the date hereof. All terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Indenture and the Installment Purchase Agreement (as those terms are hereafter defined).

1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agree to purchase from the Financing Authority for offering to the public, and the Financing Authority hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the $_____________ aggregate principal amount of the above-captioned bonds (the “Bonds”), at a purchase price equal to $____________, being the aggregate principal amount thereof less an Underwriter’ discount of $__________ and plus/less [net] original issue premium/discount of $_____________.

The City Parties acknowledge and agree that: (i) the purchase and sale of the Bonds pursuant to this Bond Purchase Agreement is an arm’s length, commercial transaction among the City Parties and the Underwriter, (ii) in connection with such transaction, including the process leading thereto, the Underwriter is acting solely as a principal and is not as an agent or fiduciary to the City Parties; (iii) the Underwriter has neither assumed an advisory or fiduciary responsibility in favor of the City Parties with respect to the offering of the Bonds, or the process leading thereto (whether or not such Underwriter, or any affiliate of such Underwriter, has advised or is currently advising the City Parties on other matters) nor has such Underwriter assumed any other obligation to the City Parties except the obligations expressly set forth in this Bond Purchase Agreement; (iv) the Underwriter has financial and other interests that differ from those of the City Parties; and

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EXHIBIT 3
2 (v) each of the City Parties has consulted its own legal and financial advisors to the extent it deemed appropriate in connection with the offering of the Bonds and the transactions related thereto.

2. Description of Bonds. The Bonds shall be issued pursuant to an Indenture, dated as of __________ 1, 2020 (the “Indenture”) by and between the Financing Authority and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and pursuant to Article 4 of Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the California Government Code (the “Act”). The Bonds shall be as described in the Indenture and the Official Statement relating to the Bonds (defined herein).

The Bonds are payable from “Revenues” consisting primarily of the 2020 Installment Payments paid by the Parking Authority and received by the Financing Authority (the “Installment Payments”) under an Installment Purchase Agreement dated as of __________ 1, 2020 (the “Installment Purchase Agreement”) and amounts on deposit in certain funds and accounts established by the Installment Purchase Agreement and the Indenture. The obligation of the Parking Authority to make Installment Payments under the Installment Purchase Agreement is a special obligation of the Parking Authority payable solely from and secured by a pledge of Net Parking Revenues (as such term is defined in the Installment Purchase Agreement). The Net Parking Revenues includes proceeds of any special assessments or special taxes levied upon real property within any improvement district established for the benefit of the Parking Facilities (as such term is defined in the Installment Purchase Agreement), including, but not limited, to the “CFD Revenues,” which is defined to mean the revenues generated by the levy of the Special Tax within Communities Facilities District No. 2001-1 (Downtown Parking) (the “CFD”) pursuant to the terms of the Second Amended Rate and Method of Apportionment of Special Tax, approved by the voters of a special election held within the CFD on December 13, 2005, as such Second Amended Rate and Method of Apportionment of Special Tax may be amended from time to time in accordance with the laws of the State of California (the “Rate and Method”).

In order to enable the Underwriter to comply with Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”), the City will execute and deliver a Continuing Disclosure Certificate concurrently with issuance of the Bonds (the “Continuing Disclosure Certificate”). [The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance policy (the “Bond Insurance Policy”) to be issued concurrently with the delivery of the Bonds by ___________ (the “Insurer”). The Financing Authority will also purchase from the Insurer a reserve fund insurance policy (the “Reserve Policy”) for deposit to the credit of the 2020 Reserve Account established under the Indenture.] The net proceeds of the Bonds will be used to refund certain prior obligations of the City, Finance Authority and/or Parking Authority, and to finance the acquisition and construction of certain capital improvements, as described in the Official Statement.

3. Public Offering. The Underwriter agrees to make a bona fide public offering of all the Bonds initially at the public offering prices (or yields), and redemption provisions, set forth on Appendix A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth on Appendix A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices.

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EXHIBIT 3
3 4. Delivery of Official Statement. The City Parties have delivered or caused to be delivered to the Underwriter prior to the execution of this Bond Purchase Agreement, copies of the Preliminary Official Statement relating to the Bonds (the “Preliminary Official Statement”).

Such Preliminary Official Statement is the official statement deemed final for purposes of the Rule and approved for distribution by resolution of the governing body of each of the applicable City Parties. The City Parties shall have executed and delivered to the Underwriter a certification to such effect in the form attached hereto as Appendix B.

Within seven (7) business days from the date hereof, or such earlier date identified by the Underwriter to be necessary to allow the Underwriter to meet their obligations under the Rule and Rule G-32 of the Municipal Securities Rulemaking Board (or such earlier date identified by the Underwriter to be necessary to allow the Underwriter to meet their obligations under the Rule and Rule G-32 of the Municipal Securities Rulemaking Board (“MSRB”)), the City Parties shall deliver to the Underwriter a final Official Statement, executed on behalf of the applicable City Parties by authorized representatives of such entities and dated the date of delivery thereof to the Underwriter, which shall include information permitted to be omitted by paragraph (b)(1) of the Rule and with such other amendments or supplements as shall have been approved by the City Parties and the Underwriter (the “Final Official Statement”) and such additional conformed copies thereof as the Underwriter may reasonably request in sufficient quantities to comply with the Rule and to meet potential customer requests for copies of the Official Statement. The Preliminary Official Statement and the Final Official Statement, including the cover pages, the appendices thereto and all information incorporated therein by reference are hereinafter referred collectively to as the “Official Statement.”
The Underwriter agree to file the Final Official Statement in compliance with MSRB Rule G-32. The Underwriter agree that they will not confirm the sale of any Bonds unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Final Official Statement.

5. The Closing. At 8:00 a.m., California time, on __________, 2020, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the City Parties and the Underwriter (the “Closing Date”), the Financing Authority will deliver (i) the Bonds in definitive form to the Underwriter in such place as the Underwriter shall request, and (ii) the closing documents hereinafter mentioned at the offices of Norton Rose Fulbright US LLP, in San Francisco, California or another place to be mutually agreed upon by the City Parties and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof in immediately available funds to the order of the Trustee on behalf of the Financing Authority. This payment and delivery, together with the delivery of the aforementioned documents, is herein called the “Closing.” The Bonds will be delivered in such denominations and deposited in the account or accounts specified by the Underwriter pursuant to written notice given by the Underwriter not later than five business days prior to Closing. The Bonds will be made available to the Underwriter for inspection and packaging not less than 48 hours prior to the Closing.

6. Representations, Warranties and Covenants of the Financing Authority. The Financing Authority represents, warrants and covenants to the Underwriter that:
(a) Due Organization, Existence and Authority. The Financing Authority is a joint powers authority, duly organized and existing under the laws of the State of California (the “State”), including the Act, with full right, power and authority to issue the Bonds and to execute, deliver and perform its obligations under the Bonds, this Bond Purchase Agreement, the

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EXHIBIT 3
4 Installment Purchase Agreement and the Indenture (collectively, the “Financing Authority Documents”) and to carry out and consummate the transactions contemplated by the Financing Authority Documents and described in the Official Statement. (b) Due Authorization and Approval. By all necessary official action, the Financing Authority has duly authorized and approved the execution and delivery of, and the performance by the Financing Authority of the obligations contained in, the Bonds, the Preliminary Official Statement, the Official Statement, and the Financing Authority Documents and as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, the Bonds and the Financing Authority Documents will constitute the legally valid and binding obligations of the Financing Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. The Financing Authority has complied, and will at the Closing be in compliance in all respects, with the terms of the Bonds and the Financing Authority Documents.
(c) Official Statement Accurate and Complete. The Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Official Statement contains and up to and including the Closing will contain no misstatement of any material fact and does not, and up to and including the Closing will not, omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading. (d) Underwriter’ Consent to Amendments and Supplements to Official Statement. The Financing Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Financing Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (e) No Breach or Default. As of the time of acceptance hereof and as of the time of the Closing, except as otherwise disclosed in the Official Statement, the Financing Authority is not and will not be in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Financing Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach or default would materially adversely affect the security of the Bonds or the Financing Authority’s performance under the Financing Authority Documents; and, as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of the Financing Authority Documents and the Bonds and compliance with the provisions of each of such agreements or instruments do not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance agreement or other instrument to which the Financing Authority (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound; nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or

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EXHIBIT 3
5 encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the Bonds and the Financing Authority Documents.
(f) No Litigation. As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending and served or, to the best of the Financing Authority’s knowledge, threatened (i) in any way questioning the corporate existence of the Financing Authority or the titles of the officers of the Financing Authority to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds, the Financing Authority Documents or the consummation of the transactions contemplated thereby or hereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the Financing Authority or its authority to issue the Bonds; (iii) which may result in any material adverse change relating to the Financing Authority; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence. (g) Preliminary Official Statement. For purposes of the Rule, the Financing Authority has heretofore deemed final the Preliminary Official Statement prior to its use and distribution by the Underwriter, except for the information specifically permitted to be omitted by paragraph (b)(1) of the Rule.

7. Representations, Warranties and Covenants of the Parking Authority. The Parking Authority represents, warrants and covenants to the Underwriter that:
(a) Due Organization, Existence and Authority. The Parking Authority is a parking authority, duly organized and existing under the laws of the State of California (the “State”), with full right, power and authority to execute, deliver and perform its obligations under this Bond Purchase Agreement, the Installment Purchase Agreement[, the Continuing Disclosure Certificate] and the CFD Revenues Assignment Agreement (collectively, the “Parking Authority Documents”) and to carry out and consummate the transactions contemplated by the Parking Authority Documents and described in the Official Statement. (b) Due Authorization and Approval. By all necessary official action, the Parking Authority has duly authorized and approved the execution and delivery of, and the performance by the Parking Authority of the obligations contained in, the Preliminary Official Statement, the Official Statement, and the Parking Authority Documents and as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, the Parking Authority Documents will constitute the legally valid and binding obligations of the Parking Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. The Parking Authority has complied, and will at the Closing be in compliance in all respects, with the terms of the Parking Authority Documents.

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6 (c) Official Statement Accurate and Complete. The Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Official Statement contains and up to and including the Closing will contain no misstatement of any material fact and does not, and up to and including the Closing will not, omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading. (d) Underwriter’ Consent to Amendments and Supplements to Official Statement. The Parking Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Parking Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (e) No Breach or Default. As of the time of acceptance hereof and as of the time of the Closing, except as otherwise disclosed in the Official Statement, the Parking Authority is not and will not be in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Parking Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach or default would materially adversely affect the security of the Bonds or the Parking Authority’s performance under the Parking Authority Documents; and, as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of the Parking Authority Documents and compliance with the provisions of each of such agreements or instruments do not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance agreement or other instrument to which the Parking Authority (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound; nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided in the Parking Authority Documents.
(f) No Litigation. As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened (i) in any way questioning the corporate existence of the Parking Authority or the titles of the officers of the Parking Authority to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment of the Installment Payments, or in any way contesting or affecting the validity of the Bonds or the Parking Authority Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting the power of the Parking Authority to pay the Installment Payments; (iii) which may result in any material adverse change relating to the Parking Authority or relating to the financial condition of the Parking Authority or the Parking Authority’s rights with respect to the CFD Revenues; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or

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7 any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence.
(g) Preliminary Official Statement. For purposes of the Rule, the Parking Authority has heretofore deemed final the Preliminary Official Statement prior to its use and distribution by the Underwriter, except for the information specifically permitted to be omitted by paragraph (b)(1) of the Rule.

8. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter that:
(a) Due Organization, Existence and Authority. The City is a municipal corporation and charter city, duly organized and existing under the laws of the State, with full right, power and authority to execute, deliver and perform its obligations under this Bond Purchase Agreement[, the Continuing Disclosure Certificate], the CFD Revenues Assignment Agreement and the Installment Purchase Agreement (collectively, the “City Documents”) and to carry out and consummate the transactions contemplated by the City Documents and described in the Official Statement.
(b) Due Authorization and Approval. By all necessary official action of the City, the City has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations contained in, the Preliminary Official Statement, the Official Statement and the City Documents and as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, the City Documents will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. The City has complied, and will at the Closing be in compliance in all respects, with the terms of the City Documents. (c) Official Statement Accurate and Complete. To the City’s knowledge, the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Official Statement contains, and up to and including the Closing will contain, no misstatement of any material fact and does not, and up to and including the Closing will not, omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading.
(d) Underwriter’ Consent to Amendments and Supplements to Official Statement. The City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds.

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8 (e) No Breach or Default. As of the time of acceptance hereof and as of the time of the Closing, except as otherwise disclosed in the Official Statement, the City is not and will not be in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach or default would materially adversely affect the security of the Bonds or the City’s performance under the City Documents; and, as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of the City Documents and compliance with the provisions of each of such agreements or instruments do not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound; nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the City Documents. (f) No Litigation. As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment of the Installment Payments, or in any way contesting or affecting the validity of the Bonds or the City Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting the power of the City to pay the Installment Payments; (iii) which may result in any material adverse change relating to the City or relating to the financial condition of the City or the City’s rights with respect to the CFD Revenues; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence.
(g) Preliminary Official Statement. For purposes of the Rule, the City has heretofore deemed final the Preliminary Official Statement prior to its use and distribution by the Underwriter, except for the information specifically permitted to be omitted by paragraph (b)(l) of the Rule. (h) Formation and Authority of the CFD. The CFD was duly formed and is validly existing as a community facilities district under the Mello-Roos Community Facilities Act of 1982, as amended (the “Mello-Roos Act”). The Special Taxes have been and will be levied in accordance with the Rate and Method and are secured by a lien on the properties on which they are levied. The CFD Revenues Assignment Agreement assigns all of the City’s rights, title and interest in, and to, the CFD Revenues to the Parking Authority, and the Parking Authority thereby acquires, accepts and receives, all of the City’s rights, title and interest in, and to, the CFD

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9 Revenues received by the City. The resolutions and ordinance relating to the formation of the CFD and the levy of the special taxes therein are in full force and effect and have not been amended, modified, rescinded or challenged by referendum. The City has recorded the notice of special tax lien in the real property records of the County of San Joaquin, which established a continuing lien on the land within the CFD securing the payment of the special taxes therein. The City has and will comply with the terms of the CFD Revenues Assignment Agreement for so long as the Bonds are outstanding.
(i) Compliance with the Rule. Except as disclosed in the Preliminary Official Statement and the Final Official Statement, the City [and its related entities] have not failed in any material respect to comply with any undertaking under the Rule in the previous five years.

9. Closing Conditions. The Underwriter has entered into this Bond Purchase Agreement in reliance upon the Closing. The Underwriter’ obligations under this Bond Purchase Agreement to purchase representations, warranties and covenants herein and the performance by the City Parties of their respective obligations hereunder, both as of the date hereof and as of the date of and pay for the Bonds shall be subject to the following additional conditions:
(a) Bring-Down Representation. The representations, warranties and covenants of the City Parties contained herein shall be true, complete and correct at the date hereof and at the time of the Closing, as if made on the date of the Closing. (b) Executed Agreements and Performance Thereunder. At the time of the Closing (i) the City Documents, the Financing Authority Documents and the Parking Authority Documents shall be in full force and effect, and shall not have been amended, modified or supplemented except with the written consent of the Underwriter and (ii) there shall be in full force and effect such ordinances and resolutions (the “Resolutions”) as, in the opinion of Norton Rose Fulbright US LLP (“Bond Counsel”), shall be necessary in connection with the transactions contemplated by the Official Statement, the Financing Authority Documents, the Parking Authority Documents and the City Documents.
(c) Termination Events. The Underwriter shall have the right to terminate this Bond Purchase Agreement, without liability therefor, by notification to the City Parties if at any time at or prior to the Closing:
(i) any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading; or (ii) the marketability of the Bonds or the market price thereof, in the reasonable opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Bond Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member

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10 thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any Federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority materially adversely affecting the federal or State tax status of the Bonds, or the interest on bonds or notes or obligations of the general character of the Bonds; or (iii) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially and adversely affected by disruptive events, occurrences or conditions in the securities or debt markets; or (iv) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; or
(v) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or
(vi) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which restrictions materially adversely affect the Underwriter’ ability to trade the Bonds; or
(vii) a general banking moratorium shall have been established by federal or State authorities; or
(viii) there shall have occurred any outbreak of hostilities or other local, national or international calamity or crisis, or a default with respect to the debt obligations of, or the institution of proceedings under the federal bankruptcy laws by or against, any state of the United States or agency thereof, or any city in the United States having a population of over one million, the effect of which on the financial markets of the United States will be such as in the Underwriter’ reasonable judgment, makes it impracticable for the Underwriter to market the Bonds or enforce contracts for the sale of the Bonds; or (ix) there shall have occurred or any notice shall have been given of any intended downgrading, suspension, withdrawal or negative change in credit watch status

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11 by any national rating service to any of the Financing Authority’s or the City’s obligations; or
(x) the commencement of any action, suit or proceeding described in Paragraphs 6(f) or 7(f) hereof which, in the judgment of the Underwriter, materially adversely affects the market price of the Bonds; or
(xi) there shall be in force a general suspension of trading on the New York Stock Exchange; or
(xii) there shall have been any materially adverse change in the affairs of any of the City Parties which in the Underwriter’ reasonable judgment materially adversely affects the ability of the Underwriter to market the Bonds. (d) Closing Documents. At or prior to the Closing, the Underwriter shall receive with respect to the Bonds (unless the context otherwise indicates) the following documents:
(1) Bond Opinion. An approving opinion of Bond Counsel dated the date of the Closing and substantially in the form appended to the Official Statement, together with a letter from such counsel, dated the date of the Closing and addressed to the Underwriter and the Trustee, to the effect that the foregoing opinion may be relied upon by the Underwriter and the Trustee to the same extent as if such opinion were addressed to them.
(2) Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and dated the date of the Closing substantially to the following effect:
(i) Each of the City Parties has duly and validly executed the Bond Purchase Agreement, and the Bond Purchase Agreement constitutes the legal, valid and binding agreement of the City Parties, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and to the exercise of judicial discretion in appropriate cases;
(ii) The statements contained in the Official Statement on the cover page and under the captions "INTRODUCTION," “THE BONDS (other than information relating to DTC and its book-entry only system, as to which no opinion need be expressed),” “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS,” “TAX MATTERS,” and in [Appendices A and D] thereto, insofar as such statements expressly summarize certain provisions of the Bonds, the Indenture, the Installment Purchase Agreement, the CFD Revenues Assignment Agreement and our final approving opinion relating to the Bonds, are accurate in all material respects; and
(iii) The Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended.

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12 (3) City Attorney Opinion. An opinion of the City Attorney, dated the date of the Closing and addressed to the Underwriter and the Trustee, in form and substance acceptable to Bond Counsel, substantially to the following effect:
(i) The City is a charter city duly organized and validly existing under the Constitution and the laws of the State of California; (ii) The resolution of the City (the “City Resolution”) approving and authorizing the execution and delivery of the City Documents and approving the Official Statement, was duly adopted at a meeting of the City Council called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the City Resolution is in full force and effect and has not been modified, amended or rescinded; (iii) The execution and delivery of the City Documents and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with, or constitute on the part of the City a breach of or default under, any agreement or other instrument to which the City is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the City is subject;
(iv) No additional authorization, approval, consent, waiver or any other action by any person, board or body, public or private, not previously obtained is required as of the date of the Closing for the City to enter into the City Documents, or to perform its obligations thereunder;
(v) Except as otherwise disclosed in the Official Statement, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental agency or body, pending or, to the best knowledge of such counsel after due investigation, threatened against the City, challenging the creation, organization or existence of the City, or the validity of the City Documents or seeking to restrain or enjoin the City’s obligations under the City Documents or in any way contesting or affecting the validity of the City Documents or any of the transactions referred to therein or contemplated thereby or contesting the City to enter into or perform its obligations under any of the City Documents, or under which a determination adverse to the City would have a material adverse effect upon the financial condition or the revenues of the City, or which, in any manner, questions or affects the right or ability of the City to enter into the City Documents or affects in any manner the right or ability of the City to perform under the City Documents;
(vi) That nothing has come to the attention of such counsel which would lead it to believe that the Official Statement (excluding therefrom the financial and statistical data and forecasts included therein, as to which no opinion need be expressed) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (4) Financing Authority Counsel Opinion. An opinion of counsel to the Financing Authority, dated the date of the Closing and addressed to the Underwriter and

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13 the Trustee, in form and substance acceptable to Bond Counsel, substantially to the following effect:
(i) The Financing Authority is a joint powers authority, duly created and lawfully existing under the laws of the State of California; (ii) The resolution (“Financing Authority Resolution”) of the Financing Authority approving and authorizing the execution and delivery of the Financing Authority Documents and approving the Official Statement has been duly adopted, and the Financing Authority Resolution is in full force and effect and has not been modified, amended or rescinded;
(iii) The authorization, execution and delivery of the Financing Authority Documents by the Financing Authority and compliance by the Financing Authority with the provisions thereof, will not conflict with, or constitute a breach or default under, any law, administrative regulation, court decree, resolution, ordinance or other agreement to which the Financing Authority is subject or by which it is bound; and
(iv) Except as otherwise disclosed in the Official Statement and to the best knowledge of such counsel, there is no litigation, action, suit, proceeding or investigation at law or in equity before or by any court, governmental agency or body, pending and served or, to the best of such counsel’s knowledge, threatened against the Financing Authority, challenging the creation, organization or existence of the Financing Authority, or the validity of the Bonds, the Financing Authority Documents or contesting the Financing Authority of the Financing Authority to enter into or perform its obligations under any of the Financing Authority Documents, or which, in any manner, questions the right of the Financing Authority to issue the Bonds or to use the Revenues for repayment of the Bonds. (5) Parking Authority Counsel Opinion. An opinion of counsel to the Parking Authority, dated the date of the Closing and addressed to the Underwriter and the Trustee, in form and substance acceptable to Bond Counsel, substantially to the following effect:
(i) The Parking Authority is a parking authority, duly created and lawfully existing under the laws of the State of California; (ii) The resolution (“Parking Authority Resolution”) of the Parking Authority approving and authorizing the execution and delivery of the Parking Authority Documents and approving the Official Statement has been duly adopted, and the Parking Authority Resolution is in full force and effect and has not been modified, amended or rescinded;
(iii) The authorization, execution and delivery of the Parking Authority Documents by the Parking Authority and compliance by the Parking Authority with the provisions thereof, will not conflict with, or constitute a breach or default under, any law, administrative regulation, court decree, resolution, ordinance or other agreement to which the Parking Authority is subject or by which it is bound; and (iv) Except as otherwise disclosed in the Official Statement and to the best knowledge of such counsel, there is no litigation, action, suit, proceeding or

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14 investigation at law or in equity before or by any court, governmental agency or body, pending and served or, to the best of such counsel’s knowledge, threatened against the Parking Authority, challenging the creation, organization or existence of the Parking Authority, or the validity of the Bonds, the Parking Authority Documents or contesting the Parking Authority to enter into or perform its obligations under any of the Parking Authority Documents, or which, in any manner, questions the right of the Parking Authority to use the Net Parking Revenues for payment of the Installment Payment.
(6) Disclosure Counsel Letter. A letter of Schiff Hardin LLP (“Disclosure Counsel”), dated the date of the Closing, addressed to the City Parties and the Underwriter substantially to the following effect: On the basis of the information made available to such firm in the course of its participation in the preparation of the Official Statement (but without having undertaken to determine or verify independently, or assuming any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Official Statement), no facts have come to the attention of the personnel in such firm directly involved in rendering legal advice and assistance to the City Parties in connection with the preparation of the Official Statement which cause such firm to believe that the Official Statement as of its date (excluding therefrom financial, engineering and statistical data; forecasts, projections, estimates, assumptions and expressions of opinions, including without limitation, the descriptions of the City Parties’ finances and operation; information relating to the Depository Trust Company and the book-entry only system; as to all of which such firm expresses no view as Disclosure Counsel) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(7) Underwriter’ Counsel Opinion. An opinion of Jones Hall, A Professional Law Corporation, counsel to the Underwriter, dated the date of Closing and addressed to the Underwriter to the effect that, based upon the information made available to them in the course of their participation in the preparation of the Official Statement and without passing on and without assuming any responsibility for the accuracy, completeness and fairness of the statements in the Official Statement, and having made no independent investigation or verification thereof, no information has come to the attention of the attorneys rendering legal services in connection with such representation that leads them to believe that, as of the date of Closing, the Official Statement (except for any financial or statistical data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, or any information concerning the DTC or the book-entry only system, included therein, as to which no opinion or view need be expressed) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; that the Bonds are exempt from registration under the Securities Act of 1933, as amended; the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and the Continuing Disclosure Certificate provides a suitable basis for the Underwriter, in connection with the Offering (as defined in Rule 15c2-12) of the Bonds to make a reasonable determination as required by section (b)(5) of such Rule. (8) Trustee’s Certificate. A certificate of Wells Fargo Bank, National Association, dated the date of Closing, in form and substance acceptable to the Underwriter, to the following effect:

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15 (i) The Trustee is duly organized and existing as a national banking association in good standing under the laws of the United States of America, having the full power and authority to enter into and perform its duties under the Indenture;
(ii) The Trustee is duly authorized to enter into the Indenture; (iii) To the Trustee’s knowledge, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or governmental agency, public board or body served on the Trustee or threatened against the Trustee which in the reasonable judgment of the Trustee would affect the existence of the Trustee or in any way contesting or affecting the validity or enforceability of the Indenture or contesting the powers of the Trustee or its authority to enter into, accept and perform its obligations under the Indenture. (9) City Certificate. A certificate of the City, dated the date of the Closing, signed on behalf of the City by the City Manager or other duly authorized officer of the City to the effect that:
(i) The representations, warranties and covenants of the City contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing and the City has complied with all of the terms and conditions of this Bond Purchase Agreement required to be complied with by the City at or prior to the date of the Closing; and (ii) No event affecting the City has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(10) Financing Authority Certificate. A certificate of the Financing Authority, dated the date of the Closing, signed on behalf of the Financing Authority by a duly authorized officer of the Financing Authority to the effect that:
(i) The representation, warranties and covenants of the Financing Authority contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing and the Financing Authority has complied with all of the terms and conditions of this Bond Purchase Agreement required to be complied with by the Financing Authority at or prior to the date of Closing; and
(ii) No event affecting the Financing Authority has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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16 (11) Parking Authority Certificate. A certificate of the Parking Authority, dated the date of the Closing, signed on behalf of the Parking Authority by a duly authorized officer of the Financing Authority to the effect that:
(i) The representation, warranties and covenants of the Parking Authority contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing and the Parking Authority has complied with all of the terms and conditions of this Bond Purchase Agreement required to be complied with by the Parking Authority at or prior to the date of Closing; and
(ii) No event affecting the Parking Authority has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(12) Documents. An original executed copy of the Bond Purchase Agreement, of each of the Financing Authority Documents, each of the Parking Authority Documents, and each of the City Documents.
(13) Resolutions. A certified copy of the Financing Authority Resolution, the Parking Authority Resolution and the City Resolution.
(14) Form 8038-G. Evidence that the federal tax information form 8038-G has been prepared for filing.
(15) Nonarbitrage Certificate. A tax and nonarbitrage certificate in form satisfactory to Bond Counsel.
(16) CDIAC Statements. A copy of the Notice of Proposed Sale and Report of Final Sale required to be delivered to the California Debt and Investment Advisory Commission (“CDIAC”) pursuant to Section 8855(g) of the California Government Code. (17) A Continuing Disclosure Certificate executed by the [[City]] in order to assist the Underwriter with compliance with the Rule.
(18) Ratings. Evidence that the Bonds have been given the rating(s) set forth in the Final Official Statement.
(19) Documents Related to 2004 Parking Bonds and Related Matters. Such documents related to the 2004 Parking Bonds, the 2004 Parking Bonds Proceedings, the Settlement, the Forbearance Agreement, the 2015 Installment Sale Agreement and related matters, as may be requested by Bond Counsel or the Underwriter. [(20) Policies, Certificates and Opinions of the Insurer. (a) the Bond Insurance Policy; (b) the Reserve Policy; (c) one or more certificates of the Insurer certifying as to the accuracy of the information concerning the Insurer in the Official Statement; and (d) one or more legal opinions of counsel to the Insurer dated the Closing Date and addressed to the Underwriter, addressing the enforceability of the Bond Insurance Policy and the Reserve Policy.]

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17 (21) Additional Documents. Such additional certificates, instruments and other documents as Bond Counsel, the City Parties or the Underwriter may reasonably deem necessary.

If the City Parties shall be unable to satisfy the conditions contained in this Bond Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor any of the City Parties shall be under further obligation hereunder, except as further set forth in Section 11 hereof.

10. Establishment of Issue Price.
(a) The Underwriter agrees to assist the Financing Authority in establishing the issue price of the Bonds and shall execute and deliver to the Financing Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Financing Authority and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. (b) Except as otherwise set forth in Appendix A attached hereto, the Financing Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”), identified under the column “10% Test Satisfied” in Appendix A, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Agreement, the Underwriter shall report to the Financing Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Financing Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Appendix A attached hereto, except as otherwise set forth therein. Appendix A also sets forth, identified under the column “Subject to Hold the Offering Price Rule,” as of the date of this Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Agreement) and (ii) the 10% test has not been satisfied and for which the Financing Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Financing Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-theoffering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise

ATTACHMENT B
EXHIBIT 3
18 the Financing Authority when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) to comply with the hold-the-offeringprice rule, if applicable, if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offeringprice rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires
(e) The Financing Authority acknowledges that, in making the representation set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including,

ATTACHMENT B
EXHIBIT 3
19 but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party; (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Financing Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public); (iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and
(iv) “sale date” means the date of execution of this Purchase Agreement by all parties.

11. Expenses. The Underwriter shall be under no obligation to pay, and the City Parties shall pay or cause to be paid, the expenses incident to the performance of the obligations of the City Parties hereunder including but not limited to (a) the costs of the preparation and printing, or other reproduction (for distribution on or prior to the date hereof) of the Financing Authority Documents, Parking Authority Documents and City Documents and the cost of preparing, printing, issuing and delivering the definitive Bonds, (b) the fees and disbursements of any counsel, financial advisors, accountants or other experts or consultants retained by the City Parties, (c) the fees and disbursements of Bond Counsel, (d) the fees and disbursements of Disclosure Counsel, (e) the cost of preparation and printing of the Preliminary Official Statement and any supplements and amendments thereto and the cost of preparation and printing of the Official Statement, including the requisite number of copies thereof for distribution by the Underwriter, (f) charges of rating agencies for the rating of the Bonds, (g) premiums and costs for any bond insurance and/or reserve policy insurance, if applicable, and (h) for expenses (included in the expense component of the spread) incurred by the Underwriter on behalf of the City’s employees that are incidental to implementing this Purchase Agreement, including, but not limited to, meals and transportation of those employees.

ATTACHMENT B
EXHIBIT 3
20 The Underwriter shall pay, and the City Parties shall be under an obligation to pay, all expenses incurred by the Underwriter, and the CDIAC fee, in connection with the public offering of the Bonds.

12. Covenants of the City Parties. The City Parties covenant with the Underwriter that:
(a) If, at any time prior to the date twenty-five (25) days following the later of the Closing or the date the Underwriter no longer retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public, which date, if other than the date of the Closing, shall be provided to the Issuer by written notice of the Underwriter (the "End of the Underwriting Period"), any event of which any of the City Parties has knowledge shall occur which might or would cause the Final Official Statement to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City Parties will promptly notify the Underwriter in writing of the circumstances and details of such event. If, as a result of such event or any other event, it is necessary, in the opinion of the Underwriter, the City Parties or their respective counsel, to amend or supplement the Final Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City Parties will forthwith cooperate with the Underwriter in the prompt preparation and furnishing to the Underwriter of a reasonable number of copies of an amendment of or a supplement to the Final Official Statement, in form and substance reasonably satisfactory to the Underwriter, which will so amend or supplement the Final Official Statement so that, as amended or supplemented, it will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) The City Parties will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, that the City Parties shall not be required to register as a dealer or broker or foreign corporation in any such state or jurisdiction or consent to service of process therein; and (c) The City Parties will comply, and perform all actions as may be requested by the Underwriter (including delivering of an appropriate certificate with respect to the preliminary Official Statement) in order for the Underwriter to comply, with the applicable provisions of Rule 15c2-12 under the Securities Exchange Act of 1934.

13. Notice. Any notice or other communication to be given to any City Party under this Bond Purchase Agreement may be given by delivering the same in writing to such entity at the address set forth above. Any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, 35th Floor, San Francisco, CA 94104, Attn.: Eric McKean.

14. Entire Agreement; Survival. This Bond Purchase Agreement, when accepted by the City and the Financing Authority, shall constitute the entire agreement among the City Parties and the Underwriter and is made solely for the benefit of the City Parties and the Underwriter (including the successors or assigns of either Underwriter). No other person shall acquire or have any right hereunder by virtue hereof, except as provided herein. All of the City Parties’

ATTACHMENT B
EXHIBIT 3
21 representations, warranties, and agreements in this contract will remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter and will survive the Closing.

15. Counterparts. This Bond Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

16. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

17. State of California Law Governs. The validity, interpretation and performance of this Bond Purchase Agreement shall be governed by the laws of the State. [Signature Page Follows]

ATTACHMENT B
EXHIBIT 3
22 18. No Assignment. The rights and obligations created by this Bond Purchase Agreement shall not be subject to assignment by the Underwriter or any of the City Parties without the prior written consent of the other parties hereto.

STIFEL NICOLAUS & COMPANY,

INCORPORATED
By:

Authorized Representative
Agreed to and Accepted by:

STOCKTON PUBLIC FINANCING AUTHORITY
By:

Authorized Representative
Date/Time: ____________, 2020, ___ a.m./p.m.

PARKING AUTHORITY OF THE CITY OF STOCKTON
By:

Authorized Representative
Date/Time: ____________, 2020, ___ a.m./p.m.

CITY OF STOCKTON
By:

Authorized Representative
Date/Time: ____________, 2020, ___ a.m./p.m.

ATTACHMENT B
EXHIBIT 3
A-1

APPENDIX A
Maturity Date
(March 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Used
Hold-TheOffering-Price
Rule Used
_______________
C Priced to call at par on March 1, 20__.

Redemption Provisions
Optional Redemption. The 2020 Bonds maturing on or after March 1, 20__, are subject to optional redemption by the Financing Authority prior to their respective stated maturity dates, upon notice as hereinafter provided, from any source of funds other than sinking account payments, on any date on or after March 1, 20__, as a whole or in part, in either case at a redemption price equal to the sum of the principal amount thereof to be redeemed plus accrued interest thereon to the redemption date, without premium.

Mandatory Sinking Fund Redemption. The Series 2020 Bonds maturing on March 1, 20__ and March 1, 20__ (together, the “Term Bonds”) are also subject to mandatory redemption prior to their respective stated maturities, commencing March 1, _____, and March 1, _____, respectively, and on March 1 in each year thereafter to and including March 1, _____, and March 1, _____, respectively, in part by lot, from mandatory sinking account payments at a redemption price equal to the principal amount thereof, plus accrued interest, if any, to the redemption date, without premium, as set forth below in the aggregate respective principal amounts and on the respective dates as set forth in the following tables; provided, however, that if some but not all of such Series 2020 Bonds have been redeemed pursuant to optional redemption provisions of this Indenture, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Bonds so redeemed, to be allocated among such sinking fund payments on a pro rata basis in integral multiples of $5,000. The Parking Authority shall provide the Trustee with a revised sinking fund schedule.

Redemption Date
(March 1)
Principal
Amount
_______
* Maturity.

ATTACHMENT B
EXHIBIT 3
A-2
Redemption Date
(March 1)
Principal
Amount
_______
* Maturity.

ATTACHMENT B
B-1

APPENDIX B

STOCKTON PUBLIC FINANCING AUTHORITY
PARKING REVENUE BONDS, SERIES 2020
RULE 15c2-12 CERTIFICATE
The undersigned hereby certifies to Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) that I am an authorized representative of the City of Stockton (the “City”), the Stockton Public Financing Authority (the “Financing Authority”) and the Parking Authority of the City of Stockton (the “Parking Authority” and together with the City and the Financing Authority, the “City Parties”), and as such, I am authorized to execute and deliver this Certificate and further hereby certify and reconfirm on behalf of the City Parties to the Underwriter as follows:
(1) This Certificate is delivered to enable the Underwriter to comply with Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”) in connection with the offering and sale of the above-captioned bonds (the “Bonds”). (2) In connection with the offering and sale of the Bonds, there has been prepared a Preliminary Official Statement, setting forth information concerning the Bonds and the City Parties (the “Preliminary Official Statement”).
(3) As used herein, “Permitted Omissions” means the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters and the identity of the underwriter(s), all with respect to the Bonds.
(4) The Preliminary Official Statement is, except for the Permitted Omissions, deemed final within the meaning of the Rule and has been, and the information therein is, accurate and complete except for the Permitted Omissions.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of this ______ day of ____________.

STOCKTON PUBLIC FINANCING AUTHORITY

PARKING AUTHORITY OF THE CITY OF STOCKTON

CITY OF STOCKTON
By:

Authorized Representative

ATTACHMENT B
C-1

APPENDIX C

FORM OF ISSUE PRICE CERTIFICATE
[To Come – From Bond Counsel]

ATTACHMENT B
Exhibit 4
PRELIMINARY OFFICIAL STATEMENT DATED JANUARY __, 2020
NEW ISSUE - FULL BOOK-ENTRY RATINGS: (See “RATINGS”)
$___,___,000*

STOCKTON PUBLIC FINANCING AUTHORITY

PARKING REVENUE BONDS,
SERIES 2020
Dated: Date of Delivery Due: [March] 1, as shown on inside front cover This cover page contains information for general reference only. It is not a complete summary of the 2020 Bonds. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision. See “CERTAIN BONDOWNERS’ RISKS” for a discussion of certain factors that should be considered, in addition to the other matters set forth herein, in evaluating the investment quality of the 2020 Bonds.

The Stockton Public Financing Authority (the “Authority”) is issuing $___,___,000* principal amount of Stockton Public Financing Authority Parking Revenue Bonds, Series 2020 (the “2020 Bonds”) to provide funds which, together with certain other available funds, will be used to: (i) prepay outstanding obligations under an Installment Sale Agreement (Parking Garages and Downtown Parking District Facilities), dated as of February 25, 2015 that secure payment of the Authority’s Lease Revenue Bonds, Series 2004 (Parking and Capital Projects) and to finance the construction, acquisition, and installation of certain improvements to parking facilities owned by the City of Stockton Parking Authority (the “Parking Authority”) located in the downtown area of the City of Stockton (the “City”); (ii) fund a reserve account [purchase a municipal bond insurance policy and a debt service reserve policy] as security for the 2020 Bonds; and (iii) pay certain costs associated with the issuance of the 2020 Bonds. See “PLAN OF FINANCE” and “ESTIMATED SOURCES AND USES OF FUNDS.” The 2020 Bonds are issued under and pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code, as amended (the “Act”) and other applicable laws of the State of California, a resolution adopted by the Authority on December __, 2019 and in accordance with the provisions of a 2020 Indenture, dated as of February 1, 2020 (the “2020 Indenture”), by and between the Authority and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

The 2020 Bonds are limited obligations of the Authority payable solely from installment payments (the “2020 Installment Payments”) to be made by the Parking Authority to the Authority pursuant to a 2020 Installment Purchase Agreement, dated as of February 1, 2020 (the “2020 Installment Purchase Agreement”), and certain amounts held under the 2020 Indenture. As security for the payment of the 2020 Installment Payments, the Parking Authority has pledged Net Parking Revenues, which consist generally of: (i) fees, rates, charges, and revenues derived from the operation of Parking Facilities (consisting of parking meters, surface lots and garages) located within the City (collectively, the “Parking Facilities”) and (ii) proceeds of a special tax levied on Taxable Property (as defined herein) within the City’s Community Facilities District No. 2001-01 (Downtown Parking) (the “Parking CFD”), which have been assigned by the City to the Parking Authority pursuant to an Assignment Agreement, dated as of February 1, 2020 (the “CFD Revenues Assignment Agreement”) between the City and the Parking Authority, less payment of Operation and Maintenance Costs (as defined herein). See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS.”

ATTACHMENT B
The Parking Authority may issue or incur additional obligations secured by and payable from Net Parking Revenues on a parity with the 2020 Installment Payments and other Parity Obligations (each as defined herein). See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS–Issuance of Parity Obligations.” The Parking Authority may also issue or incur additional obligations secured by and/or payable from Net Parking Revenues on a basis subordinate to the 2020 Installment Payments and other Parity Obligations. The City, on behalf of the Parking CFD, may issue bonds or incur other obligations secured by CFD Revenues [parity/subordinate? – Discuss]. The assignment of CFD Revenue to the Authority and the pledge thereof to secure the 2020 Bonds may by terminated by the Authority and the City as described in the CFD Revenues Assignment Agreement. See “THE PARKING CFD–Pledge of CFD Revenues–Termination of Pledge of CFD Revenues.”
The 2020 Bonds will mature on the and bear interest at the fixed rates set forth on the inside front cover page. Interest on the 2020 Bonds will be payable on each [March] 1 and [September] 1, commencing [September] 1, 2020. The 2020 Bonds are subject to optional [and mandatory sinking fund] redemption prior to their respective maturities. See “THE 2020 BONDS–Redemption Provisions.”
The 2020 Bonds will be issued in fully registered form in denominations of $5,000 or any integral multiple thereof. When delivered, the 2020 Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the 2020 Bonds. So long as Cede & Co. is the registered owner of the 2020 Bonds, payment of principal of and premium, if any, and interest on the 2020 Bonds will be made to Cede & Co.

Purchasers will not receive 2020 Bonds representing their interest in the 2020 Bonds. Individual purchases of the 2020 Bonds will be made in book-entry form only. See APPENDIX F–“DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
THE 2020 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM 2020 INSTALLMENT PAYMENTS MADE BY THE PARKING AUTHORITY AND CERTAIN MONEYS HELD UNDER THE 2020 INDENTURE. THE 2020 BONDS ARE NOT A

DEBT OF THE PARKING AUTHORITY, THE CITY, THE STATE OF CALIFORNIA OR ANY

POLITICAL SUBDIVISION THEREOF, AND SHALL BE PAYABLE SOLELY FROM THE REVENUES PLEDGED THEREFOR PURSUANT TO THE 2020 INDENTURE. THE OBLIGATION OF THE PARKING AUTHORITY TO MAKE 2020 INSTALLMENT PAYMENTS IS A SPECIAL

OBLIGATION OF THE PARKING AUTHORITY PAYABLE SOLELY FROM NET SYSTEM REVENUES OF THE PARKING FACILITIES AS PROVIDED IN THE 2020 INSTALLMENT PURCHASE AGREEMENT. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF

THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (INCLUDING THE

AUTHORITY) IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL AND PREMIUM, IF ANY, OF, OR INTEREST ON THE 2020 BONDS. THE AUTHORITY HAS NO TAXING POWER. THE ISSUANCE OF THE 2020 BONDS SHALL NOT DIRECTLY OR INDIRECTLY OBLIGATE THE

AUTHORITY, THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY

OR PLEDGE ANY FORM OF TAXATION WHATSOEVER OR TO MAKE ANY APPROPRIATION FOR PAYMENT OF THE 2020 BONDS. THE 2020 BONDS AND THE 2020 INSTALLMENT PAYMENTS ARE NOT PAYABLE FROM THE GENERAL FUND OF THE CITY.

In the opinion of Norton Rose Fulbright US LLP (“Bond Counsel”), based on existing statutes, regulations, rulings and judicial decisions, and assuming compliance with certain covenants in the documents pertaining to the 2020 Bonds and requirements of the Internal Revenue Code of 1986, as amended, as described herein, interest on the 2020 Bonds is not includable in the gross income of the owners of the 2020 Bonds for federal income tax purposes. In the further opinion of Bond Counsel, interest on the 2020 Bonds is not treated as an item of tax preference for purposes of the federal

ATTACHMENT B
alternative minimum tax. Bond Counsel is also of the opinion that interest on the 2020 Bonds is exempt from personal income taxes imposed by the State of California. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the 2020 Bonds. See “TAX MATTERS.” [Bond Counsel to Review and Revise] The 2020 Bonds are offered when, as and if issued by the Authority and received by the Underwriter, subject to the approval as to their validity by Norton Rose Fulbright US LLP, Bond Counsel to the Authority, and certain other conditions. Del Rio Advisors, LLC, Modesto, California is serving as municipal advisor to the Authority and the Parking Authority in connection with the issuance of the 2020 Bonds. Certain legal matters will be passed on for the Authority and the Parking Authority by the City Attorney and by Schiff Hardin LLP, San Francisco, California, Disclosure Counsel to the Authority and the Parking Authority, and for the Underwriter by Jones Hall, A Professional Corporation, San Francisco, California, Underwriter’s Counsel. It is anticipated that the 2020 Bonds will be available for delivery in book-entry only form through the facilities of DTC on or about February __, 2020. [STIFEL Logo]
Dated: February __, 2020.
___________
* Preliminary, subject to change.

ATTACHMENT B
MATURITY SCHEDULE*
$___,___,000*

STOCKTON PUBLIC FINANCING AUTHORITY

PARKING REVENUE BONDS,
SERIES 2020
Maturity
([March] 1)
Principal
Amount*
Interest
Rate Yield Price CUSIP No. †

[$__,___,000* ____% Term Bonds Due [March] 1, 20__, Yield _____%; Price _____%; CUSIP No.† _________]
_______________
* Preliminary, subject to change.
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (“CGS”) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright 2020 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CGS. This data is not intended to create a database and does not serve in any way as a substitute for CGS database. The CUSIP® numbers are provided for convenience of reference only. None of the Authority, the Parking Authority, the City, the Underwriter, their agents, or counsel is responsible for the selection or uses of the CUSIP® numbers, and no representation is made as to their correctness on the applicable 2020 Bonds or as included herein. The CUSIP® numbers of specific maturities is subject to change following the issuance of the 2020 Bonds as a result of various actions, including, but not limited to, a refunding in whole or in part or as the result of the procurement of a secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the 2020 Bonds.

ATTACHMENT B
No dealer, broker, salesperson or other person has been authorized by the Authority, the Parking Authority, or the Underwriter to give any information or to make any representations other than as contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing.

This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2020 Bonds by any person, in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the 2020 Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact.

The information set forth herein has been obtained from sources which are believed to be reliable, but such information is neither guaranteed as to accuracy or completeness, nor shall it be construed as a representation of such by the Authority, the Parking Authority, or the Underwriter. The information and expressions of opinion stated herein are subject to change without notice; and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Parking Authority or in the condition of the Parking Facilities, since the date hereof.

The summaries and references to the 2020 Indenture, the 2020 Installment Purchase Agreement, the Act and to other statutes and documents referred to herein do not purport to be comprehensive or definitive and are qualified in their entireties by reference to each such statute and document. This Official Statement including any amendment or supplement hereto is intended to be deposited with one or more information repositories.

The Underwriter have provided the following sentence for inclusion in this Official Statement: the Underwriter have reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter do not guarantee the accuracy or completeness of such information.

In connection with the offering of the 2020 Bonds, the Underwriter may overallot or effect transactions which stabilize or maintain the market price of the 2020 Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the 2020 Bonds to certain dealers and others at prices lower than the public offering prices set forth on the inside cover page hereof and said public offering prices may be changed from time to time by the Underwriter.

The 2020 Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon an exemption from the registration requirements contained in such act. The 2020 Bonds have not been registered or qualified under the securities laws of any state.

The City maintains a website. Unless specifically indicated otherwise, the information presented on that website is not incorporated by reference as part of this Official Statement and should not be relied upon in making investment decisions with respect to the 2020 Bonds.

Any statement involving any forecast or matter of opinion or estimates, whether or not expressly stated, is intended solely as such and not as a representation of fact. Certain statements included or incorporated by reference in this Official Statement constitute “forward looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”). Such forward-looking statements are generally identified by use of the words “plan,” “project,” “expect,” “estimate,” “budget” or other similar words. Such forward looking statements refer to the achievement of certain results or other expectations or performance which involve known and unknown risks, uncertainties and other factors. These risks, uncertainties and other factors may cause actual results, performance or achievements to be materially different from any projected results, performance or achievements described or implied by such forward looking statements. The Parking Authority does not plan to issue updates or revisions to such forward looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based, occur, or if actual results, performance or achievements are materially different from any results, performance or achievements described or implied by such forward looking statements.
[_______ (the “Bond Insurer”) makes no representation regarding the 2020 Bonds or the advisability of investing in the 2020 Bonds. In addition, the Bond Insurer has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding the Bond Insurer, supplied by the Bond Insurer and presented under the heading “BOND INSURANCE” and APPENDIX G–“SPECIMEN MUNICIPAL BOND INSURANCE POLICY.”]

ATTACHMENT B

STOCKTON PUBLIC FINANCING AUTHORITY

CHAIR AND BOARD OF DIRECTORS
AND

CITY COUNCIL

CITY OF STOCKTON

CHAIR AND BOARD OF DIRECTORS

AND MAYOR AND CITY COUNCIL
Michael Tubbs, Chair and Mayor
Daniel Wright, Member and Vice Mayor, District 2
Sol Jobrack, Member and Councilmember, District 1
Paul Canepa, Member and Councilmember District 3
Susan Lenz, Member and Councilmember, District 4
Christine Fugazi, Member and Councilmember, District 5
Jesus Andrade, Member and Councilmember, District 6

CITY STAFF
Laurie Montes, Interim City Manager
John Luebberke, City Attorney
Matt Paulin, Chief Financial Officer
[Carrie Wright, Director Economic Development Department] Kevin Beltz, Program Manager III-Debt and Treasury
Eliza R. Garza, City Clerk

SPECIAL SERVICES
Norton Rose Fulbright US LLP
Bond Counsel
Schiff Hardin LLP
San Francisco, California
Disclosure Counsel
Del Rio Advisors, LLC
Modesto, California
Municipal Advisor
___________
[City], [State]
Verification Agent
Wells Fargo Bank, National Association
San Francisco, California
Trustee and Escrow Agent for the
Refunded Bonds
Willdan Financial Services
Temecula, California
District Administrator

ATTACHMENT B

TABLE OF CONTENTS
Page Page
i
INTRODUCTION ............................................. 1 General; Purpose ................................... 1
Security for the 2020 Bonds ................. 2
2020 Reserve Account .......................... 3
Other Obligations .................................. 3
Continuing Disclosure .......................... 3
Bondowners’ Risks ............................... 4
Certain Information Related to
this Official Statement .................... 4
PLAN OF FINANCE ......................................... 4 Background ........................................... 5 2020 Improvements .............................. 6
2004 Parking Bonds .............................. 6
Verification ........................................... 7

ESTIMATED SOURCES AND USES OF
FUNDS ...................................................... 8 DEBT SERVICE SCHEDULE .......................... 9
THE 2020 BONDS .......................................... 10 General ................................................ 10 Redemption Provisions ....................... 10

SECURITY AND SOURCES OF PAYMENT
FOR THE 2020 BONDS ......................... 12
Pledge of Net Parking Revenues ......... 12
Rate Covenant ..................................... 14
Deposit of Revenues ........................... 15
2020 Reserve Account ........................ 16
Rate Stabilization Fund ....................... 16
Issuance of Parity Obligations and
Subordinate Obligations ............... 16
Default Under the 2020 Indenture
and 2020 Installment
Purchase Agreement;
Remedies ...................................... 18
THE PARKING CFD ...................................... 18 Special Tax Authorization .................. 18
Assignment and Pledge of CFD
Revenues ...................................... 19
Teeter Plan .......................................... 21 Special Tax Formula ........................... 22
Special Tax is not a Personal
Obligation ..................................... 26
Principal Taxpayers ............................ 27
Secured Property Tax Levies,
Collections and Delinquencies ..... 29
CERTAIN BONDOWNERS’ RISKS ............. 29
General ................................................ 29 Rate Covenant is Not a Guarantee
of Sufficient Net Parking
Revenues ...................................... 30
System Expenses ................................ 30
Parking Demand ................................. 30
Limited Recourse on Default .............. 30
Risk Factors Relating to the
Parking Facilities .......................... 30
Constitutional and Statutory
Restrictions on Fees and
Charges ........................................ 31
Climate Change .................................. 33
Risk of Earthquake and Other
Natural Disasters .......................... 34
Risk Management and Insurance ........ 35
Limitations on Remedies .................... 35
Cybersecurity ...................................... 36 Bankruptcy ......................................... 36 Secondary Market ............................... 38
[Risks Associated with Bond
Insurance] ..................................... 38
Initiatives; Changes in Law ................ 39
CITY ................................................................ 39 THE AUTHORITY ......................................... 39 THE PARKING AUTHORITY ...................... 40
PARKING FACILITIES ................................. 40 Description ......................................... 40 Parking Meters .................................... 43
Management of the Parking
Facilities ....................................... 43
Capital Improvement Program ........... 43
Employee Benefits .............................. 44
PARKING AUTHORITY FINANCES ........... 48
Rate Setting, Fines, Enforcement,
and Collection Procedures ........... 48
Revenues by Parking Facility ............. 49
Historical Operating Results ............... 50
Historical Debt Service Coverage ...... 53
Projected Debt Service Coverage ....... 54
TAX MATTERS ............................................. 55 LEGAL MATTERS ........................................ 55 LITIGATION .................................................. 55 The Authority ..................................... 55
The Parking Authority ........................ 55
CONTINUING DISCLOSURE ....................... 56

ATTACHMENT B

TABLE OF CONTENTS
(continued)
Page Page
ii
FINANCIAL STATEMENTS ......................... 56
RATINGS ........................................................ 57 UNDERWRITING .......................................... 58 MUNICIPAL ADVISOR ................................. 58

VERIFICATION OF MATHEMATICAL
COMPUTATIONS .................................. 58
MISCELLANEOUS ........................................ 59 List of Maps and Tables
Regional Location Map ................................................................................................................................ iii Flow of Funds ........................................................................................................................................... 14 Downtown Parking Garages and Lots ........................................................................................................ 42 Table 1 – 2004 Parking Bonds ............................................................................................................. 7 Table 2 – Estimated Sources and Uses of Funds .................................................................................. 8 Table 3 – Debt Service Schedule .......................................................................................................... 9 Table 4 – Taxable Property Classifications ........................................................................................ 23 Table 5 – Top 10 Taxpayers for Fiscal Year 2019-20 ........................................................................ 27 Table 6 – Historical Principal Taxpayers ........................................................................................... 28 Table 7 – Historical Delinquency Information ................................................................................... 29 Table 8 – Parking Facilities ................................................................................................................ 41 Table 9 – Revenues by Parking Facilities .......................................................................................... 49 Table 10 – Statement of Net Position ................................................................................................... 50 Table 11 – Statement of Revenues, Expenses and Changes in Net Position ........................................ 51 Table 12 – Historical Revenues, Expenses and Debt Service Coverage .............................................. 53 Table 13 – Projected Pro Forma and Debt Service Coverage Calculation ........................................... 54 List of Appendices

APPENDIX A GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY OF STOCKTON ............................................................... A-1

APPENDIX B AUDITED FINANCIAL STATEMENTS OF THE CITY OF STOCKTON FOR THE YEAR ENDED JUNE 30, 2019 .................................................................... B-1

APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS ................................................................................................................ C-1 APPENDIX D RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX ......................... D-1 APPENDIX E PROPOSED FORM OF CONTINUING DISCLOSURE CERTIFICATE .................... E-1 APPENDIX F DTC AND THE BOOK-ENTRY ONLY SYSTEM ....................................................... F-1 APPENDIX G PROPOSED FORM OF OPINION OF BOND COUNSEL .......................................... G-1 APPENDIX H SPECIMEN MUNICIPAL BOND INSURANCE POLICY .......................................... H-1

ATTACHMENT B
iii

REGIONAL LOCATION MAP

ATTACHMENT B

OFFICIAL STATEMENT
$___,___,000*

STOCKTON PUBLIC FINANCING AUTHORITY

PARKING REVENUE BONDS,
Series 2020

INTRODUCTION
This Introduction is only a brief description of, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page through the appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of the 2020 Bonds to potential investors is made only by means of the entire Official Statement. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms as set forth in the 2020 Indenture or the 2020 Installment Purchase Agreement. See APPENDIX C–“SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS– DEFINITIONS OF CERTAIN TERMS.”
General; Purpose
This Official Statement, which includes the cover page through the Appendices hereto (the “Official Statement”), provides certain information concerning the issuance by the Stockton Public Financing Authority (the “Authority”) of $___,___,000* principal amount of Stockton Public Financing Authority Parking Revenue Bonds, Series 2020 (the “2020 Bonds”).

The 2020 Bonds are being issued by the Authority under and pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code, as amended (the “Act”) and other applicable laws of the State of California, a resolution adopted by the Authority on December __, 2019 and in accordance with the provisions of a 2020 Indenture, dated as of February 1, 2020 (the “2020 Indenture”), by and between the Authority and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

The 2020 Bonds are being issued by the Authority to provide funds which, together with certain other available funds, will be used to: (i) prepay outstanding obligations under an Installment Sale Agreement (Parking Garages and Downtown Parking District Facilities), dated as of February 25, 2015 (the “2015 Installment Sale Agreement”) that secure payment of the Authority’s Lease Revenue Bonds, Series 2004 (Parking and Capital Projects) (the “2004 Parking Bonds”) and to finance the construction, acquisition, and installation of certain improvements (the “2020 Improvements”) to parking facilities owned by the City of Stockton Parking Authority (the “Parking Authority”) located in the downtown area of the City of Stockton (the “City”); (ii) fund a reserve account [purchase a municipal bond insurance policy and a debt service reserve policy] as security for the 2020 Bonds; and (iii) pay certain costs associated with the issuance of the 2020 Bonds. See “PLAN OF FINANCE” and “ESTIMATED SOURCES AND USES OF FUNDS.”
______________
* Preliminary, subject to change.

ATTACHMENT B
2 Security for the 2020 Bonds
The 2020 Bonds are limited obligations of the Authority payable solely from installment payments (the “2020 Installment Payments”) to be made by the City of Stockton Parking Authority (the “Parking Authority”) pursuant to a 2020 Installment Purchase Agreement, dated as of February 1, 2020 (the “2020 Installment Purchase Agreement”) to the Authority and certain amounts held under the 2020 Indenture. As security for the payment of the 2020 Installment Payments, the Parking Authority has pledged “Net Parking Revenues” derived from the operation of the parking facilities located within the City (the “Parking Facilities”), including revenues of a special tax levied on taxable parcels located within Community Facilities District No. 2001-1 (Downtown Parking) (the “Parking CFD”), that remain after payment of Operations and Maintenance Costs (each as defined herein). See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS.”
The 2020 Bonds are limited obligations of the Authority payable solely from installment payments (the “2020 Installment Payments”) to be made by the Parking Authority to the Authority pursuant to a 2020 Installment Purchase Agreement, dated as of February 1, 2020 (the “2020 Installment Purchase Agreement”), and certain amounts held under the 2020 Indenture. As security for the payment of the 2020 Installment Payments, the Parking Authority has pledged Net Parking Revenues, which consist generally of: (i) fees, rates, charges, and revenues derived from the operation of Parking Facilities (consisting of parking meters, surface lots and garages) located within the City (collectively, the “Parking Facilities”); and (ii) proceeds of a special tax levied on Taxable Property (as defined herein) within the City’s Community Facilities District No. 2001-01 (Downtown Parking) (the “Parking CFD”), which have been assigned by the City to the Parking Authority pursuant to an Assignment Agreement, dated as of February 1, 2020 (the “CFD Revenues Assignment Agreement”) between the City and the Parking Authority, less payment of Operation and Maintenance Costs (as defined herein). See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS.”
THE 2020 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM 2020 INSTALLMENT PAYMENTS MADE BY THE PARKING AUTHORITY AND CERTAIN MONEYS HELD UNDER THE 2020 INDENTURE. THE 2020 BONDS ARE NOT A

DEBT OF THE PARKING AUTHORITY, THE CITY, THE STATE OF CALIFORNIA OR ANY

THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (INCLUDING THE

AUTHORITY, THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY

The City emerged from bankruptcy on February 25, 2015 when the City’s plan of adjustment became effective. Throughout its bankruptcy case, the City maintained that revenues of its Parking Enterprise Fund qualified as “special revenues” under the United States Bankruptcy Code, and no creditor or party in interest argued otherwise. As a result, all revenues attributable to the Parking Authority were available solely for parking facilities operations. At no point were revenues of the Parking Authority

ATTACHMENT B
3 diverted to fund general fund operations; nor did the general fund borrow funds from the Parking Facilities. See “PLAN OF FINANCE–Background.”
CFD Revenues. On December 11, 2001 the City Council approved Resolution No. 01-0651 forming the Parking CFD, approving the boundaries of the Parking CFD, stating the facilities and services to be provided, the cost of providing such facilities and services, and the rate and method of apportionment of the special tax to be levied within the Parking CFD for the purpose of providing certain facilities and services serving the Parking CFD. See “THE PARKING CFD” and APPENDIX D–“RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.”
2020 Reserve Account
Pursuant to the 2020 Indenture, a 2020 Reserve Account in the amount of the 2020 Reserve Requirement (defined herein) is established as security for the 2020 Bonds. [Concurrently with the issuance of the 2020 Bonds, the Bond Insurer will issue a debt service reserve fund policy in the amount of the 2020 Reserve Requirement (the “Reserve Policy”) for deposit in the 2020 Reserve Account.] See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS–2020 Reserve Account.” Other Obligations
Following the issuance of the 2020 Bonds and the refunding of the Refunded Bonds there will be no other obligations outstanding that are secured by or payable from Net Parking Revenues on a parity basis or senior to the 2020 Bonds.

The Parking Authority may issue or incur additional obligations secured by and payable from Net Parking Revenues on a parity with the 2020 Installment Payments and other Parity Obligations (as defined herein). See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS–Issuance of Parity Obligations.” The Parking Authority may also issue or incur additional obligations secured by and/or payable from Net Parking Revenues on a basis subordinate to the 2020 Installment Payments and other Parity Obligations.

The City, on behalf of the Parking CFD, may issue bonds or incur other obligations secured by CFD Revenues [parity/subordinate? – Discuss]. Pursuant to the CFD Revenues Assignment Agreement, the assignment of CFD Revenues to the Authority and the pledge thereof to secure the 2020 Bonds may by terminated on the earlier of: (i) the date the Parking Authority is no longer required to apply CFD Revenues to the payment of Operation and Maintenance Costs pursuant to the Installment Purchase Agreement, or (ii) the date on which the obligations of the Parking Authority under the Installment Payment Agreement have been discharged.

Continuing Disclosure
The Authority has determined that no financial or operating data concerning the Authority is material to an evaluation of the offering of the 2020 Bonds or to any decision to purchase, hold or sell the 2020 Bonds, and the Authority will not provide any such information.

The Parking Authority has undertaken all responsibilities of the Authority for any continuing disclosure to Holders of the 2020 Bonds.

The Parking Authority will covenant for the benefit of Holders of the 2020 Bonds and beneficial owners to provide certain financial information and operating data relating to the Parking Authority and the Parking Facilities by not later than March 31 after the end of the City’s Fiscal Year (the “Annual

ATTACHMENT B
4 Report”), commencing with the report due March 31, 2021, and to provide notices of the occurrence of certain specified events. The Annual Report and notices of events will be filed by means of the Electronic Municipal Market Access (“EMMA”) site maintained by the Municipal Securities Rulemaking Board (the “MSRB”). The specific nature of the information to be contained in the Annual Report or the notices of events is set forth in APPENDIX E–“PROPOSED FORM OF CONTINUING DISCLOSURE CERTIFICATE.” These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). See “CONTINUING DISCLOSURE” for the status of the Parking Authority’s City’s compliance with its outstanding continuing disclosure undertakings, including continuing disclosure undertakings relating to the Parking Facilities.

City staff administers all operations of the Parking Authority and will prepare and file all applicable continuing disclosure notices of the Parking Authority. See “THE PARKING AUTHORITY.” Bondowners’ Risks
An investment in the 2020 Bonds involves risk. See “CERTAIN BONDOWNERS’ RISKS” for a discussion of important investment considerations and other risk factors associated with the purchase of the 2020 Bonds. Any one or more of the risks discussed, and others, could lead to a decrease in the market value of the 2020 Bonds or the ability of the Parking Authority to make 2020 Installment Payments. Potential purchasers of the 2020 Bonds are advised to review the entire Official Statement carefully and to conduct such due diligence and other review as they deem necessary and appropriate under the circumstances.

Certain Information Related to this Official Statement
Brief descriptions of the 2020 Bonds, the security for the 2020 Bonds, the Parking Facilities, the Authority, the Parking Authority, and the City are included in this Official Statement together with summaries of certain provisions of the 2020 Bonds, the 2020 Indenture, the 2020 Installment Purchase Agreement and certain other documents. Such descriptions do not purport to be comprehensive or definitive. Certain general demographic and economic information relating to the City is contained in APPENDIX A–“GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY OF STOCKTON.”
All references herein to the 2020 Indenture, the 2020 Installment Purchase Agreement, and other documents are qualified in their entirety by reference to such documents, and references herein to the 2020 Bonds are qualified in their entirety by reference to the form thereof included in the 2020 Indenture, copies of which are available prior to the issuance of the 2020 Bonds at the office of the Chief Financial Officer, City of Stockton, 425 North El Dorado Street, Stockton, California 95202; telephone:
209-937-8908 and thereafter at the office of the Trustee, Wells Fargo Bank, National Association, 333 Market Street, 18th Floor, San Francisco, California 94105; telephone: 415-371-3353.

PLAN OF FINANCE
The proceeds of the 2020 Bonds will be used by the Authority to: (i) prepay outstanding obligations under the 2015 Installment Sale Agreement that secure payment of the 2004 Parking Bonds and to finance the construction, acquisition, and installation of certain improvements located in parking facilities owned by the Parking Authority located in the downtown area of the City; (ii) fund a reserve account [purchase a municipal bond insurance policy and a debt service reserve policy] as security for the 2020 Bonds; and (iii) pay certain costs associated with the issuance of the 2020 Bonds. See also “ESTIMATED SOURCES AND USES OF FUNDS.”

ATTACHMENT B
5 Background
On June 25, 2004, the Authority issued $32,785,000 principal amount of its Lease Revenue Bonds, Series 2004 (Parking and Capital Projects) (the “2004 Parking Bonds”) to provide funds to finance the construction of the Edmund S. Coy Parking Structure and the Stockton Events Center Parking Structure located in the City. The 2004 Parking Bonds were issued pursuant to the terms of an Indenture of Trust (the “2004 Parking Bonds Indenture”), dated as of June 1, 2004, by and between the Financing Authority and Wells Fargo Bank, National Association, as trustee (the “2004 Parking Bonds Trustee”) and were insured by National Public Finance Guarantee Corporation (“NPFG”), as successor to Financial Guaranty Insurance Company. Pursuant the terms and conditions of a Site and Facility Lease, dated as of June 1, 2004 (the “2004 Parking Bonds Site and Facility Lease”), the City, as lessor, leased to the Authority, as lessee, certain parcels of real property situated in the City (the “Site”), and the City’s Market Street Parking Garage, the Edmund S. Coy Parking Garage, and the Stockton Events Center Parking Structure, respectively (collectively, the “2004 Parking Bonds Leased Parking Facilities”). Pursuant to the terms and conditions of a Lease Agreement, dated as of June 1, 2004 (the “2004 Parking Bonds Lease Agreement”), by and between the Authority, the City agreed to make lease payments to the Authority for the use and occupancy of the 2004 Parking Bonds Leased Parking Facilities.

Following the City’s default on certain 2004 Lease Payments due under the 2004 Parking Bonds Lease Agreement, the 2004 Parking Bonds Trustee sought and, on April 19, 2012, the Superior Court for the County of San Joaquin (the “Superior Court”) awarded possession of the Leased Parking Facilities (the “2004 Parking Bonds Proceeding”) to the 2004 Parking Bonds Trustee. The Superior Court also entered an Order Appointing Receiver (the “2012 Receivership Order”) that appointed a post-judgement receiver of the 2004 Parking Bonds Leased Parking Facilities to operate the 2004 Leased Parking Bonds Leased Parking Facilities (the “Receiver”) and collect the revenues from such operations.

The 2004 Parking Bonds Indenture provides that, for all purposes of the 2004 Indenture provisions governing events of default and remedies, except the giving of notice of default to owners of the 2004 Parking Bonds, NPFG, as the insurer of the 2004 Parking Bonds, is deemed to be the sole holder of the 2004 Parking Bonds it has insured for so long as it has not failed to comply with its payment obligations under its policy securing payment of principal of and interest on the 2004 Parking Bonds; The City was the debtor in a bankruptcy case under chapter 9 of Title 11 of the United States Code, Case No. 2012-32118 in the United States Bankruptcy Court for the Eastern District of California, Sacramento Division, styled In re City of Stockton, California (the “Bankruptcy Case”). In connection with the Bankruptcy Case, the City agreed to a settlement (the “Settlement”) of the claims of the 2004 Parking Bonds Trustee, on behalf of holders of the 2004 Parking Bonds, and of NPFG with respect to the 2004 Parking Bonds, pursuant to which the 2004 Parking Bonds Trustee and NPFG and agreed, subject to compliance by the City, the Financing Authority, and the Parking Authority with certain terms of the Settlement, to forbear enforcement of certain of their rights relating to payment of the 2004 Parking Bonds and related obligations, and to cause the 2004 Parking Bonds Trustee to transfer to the Parking Authority all of its possessory rights, title and interest in the Site and the Leased Parking Facilities granted to it in the 2004 Bonds Parking Proceeding in exchange for, among other things, certain payments from the Parking Authority to the 2004 Parking Bonds Trustee for the benefit of NPFG and the owners of the 2004 Parking Bonds.

In furtherance of the Settlement, the City Council of the City passed Resolution No. 2013-12-17- 1209 on December 17, 2013 (the “Parking Authority Resolution”) authorizing the activation of the Parking Authority, and authorizing it to operate within boundaries described in the Parking Authority Resolution; the City entered into a Forbearance Agreement, dated as of February 25, 2015 (the

ATTACHMENT B
6 “Forbearance Agreement”), by and among the City, the 2004 Parking Bonds Trustee, the Parking Authority, the Authority, and NPFG, setting forth certain terms of the Settlement, including an agreement by NPFG and the 2004 Parking Bonds Trustee to forbear enforcement of certain of their rights relating to payment on the 2004 Parking Bonds and related obligations, subject to the compliance by the City and the Parking Authority with their obligations under the Forbearance Agreement; and the 2004 Bonds Trustee and NPFG entered into an Installment Sale Agreement (Parking Garages and Downtown Parking District Facilities), dated as of February 25, 2015 (the “2015 Installment Sale Agreement”), pursuant to which the Parking Authority is required to make installment payments to the 2004 Parking Bonds Trustee for the benefit of NPFG and the owners of the 2004 Parking Bonds.

Under the Forbearance Agreement, the City, among other things, transferred to the Parking Authority all of its rights, title and interest in the Parking Facilities and assigned to the Parking Authority all of the City’s rights, title and interest, as lessee, pursuant to the Site Lease, and as lessor, pursuant to the Lease Agreement, and the Parking Authority assumed all of the City’s obligation under the Site Lease and the Lease Agreement.
[Discussion of payment to NPFG of less than the amount outstanding and agreement to accept same in full satisfaction ]
2020 Improvements
The 2020 Improvements consist of replacing garage and parking enforcement equipment with innovative parking technology designed provide real time data of day-to-day operations, more stringent internal controls, improved enforcement efficiencies, LED solar lighting, painting and updated signage to better support options for downtown businesses in the City. [Timeline for acquisition/installation – To Come]
2004 Parking Bonds
The 2004 Parking Bonds were issued pursuant to the 2004 Parking Bonds Indenture to finance certain improvements to the Parking Facilities.

A portion of the proceeds of the 2020 Bonds will be deposited with the 2004 Parking Bonds Trustee which, together with securities and certain moneys on deposit under the 2004 Parking Bonds Indenture, will be sufficient and will be used to pay the principal of and interest on the 2004 Parking Bonds on [September] 1, 2023 and to redeem the remaining Refunded Bonds on [September] 1, 2023 at a price equal to 100% of the principal amount redeemed, plus accrued and unpaid interest through the date of redemption.

ATTACHMENT B
7 The 2004 Parking Bonds consist of the following:

Table 1
2004 Parking Bonds
$_________
Stockton Public Financing Authority
Lease Revenue Bonds, Series 2004
(Parking and Capital Projects)
Maturity or Redemption Date: [September] 1, 2023
Redemption Price: 100%
Outstanding
Maturity Date Principal Interest
(September 1) Amount Rate CUSIP No.†

_______________
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (“CGS”) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright 2020 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CGS. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP service. The CUSIP number is provided for convenience of reference only. None of the Authority, the Parking Authority or the Underwriter assume any responsibility for the accuracy of such numbers.

Upon the deposit of cash and/or securities into an escrow fund (the “Escrow Fund”) established pursuant to an Escrow Agreement, dated as of February 1, 2020 (the “Escrow Agreement”) by and between the Authority and the 2004 Parking Bonds Trustee, the 2004 Parking Bonds will no longer be deemed outstanding under the 2004 Indenture and the 2015 Installment Sale Agreement will be discharged.

Verification
The amounts deposited with the 2004 Parking Bonds Trustee pursuant to the respective Escrow Agreement will be held by the 2004 Parking Bonds Trustee and held in cash and invested in securities that are irrevocably pledged solely to the payment of the principal and interest on the 2004 Parking Bonds. ___________ will deliver a report confirming that the cash and principal of and interest on such securities, when received, will be sufficient to pay the principal of and interest on the 2004 Parking Bonds on [September] 1, 20__ and redeem the remaining 2004 Parking Bonds on [September] 1, 2023. See “VERIFICATION OF MATHEMATICAL COMPUTATIONS.”

ATTACHMENT B
8 ESTIMATED SOURCES AND USES OF FUNDS
The proceeds to be received from the sale of the 2020 Bonds, together with other available funds, are estimated to be applied as set forth in the following table:

Table 2
Estimated Sources and Uses of Funds
Sources of Funds:

Par Amount of 2020 Bonds $____,___,000.00*
Funds held under the 2010 Indenture ______________
TOTAL ESTIMATED SOURCES $______________

Uses of Funds:

Deposit to Escrow Fund(1) $______________
Costs of Issuance(2)
TOTAL ESTIMATED USES OF FUNDS $______________
_______________
* Preliminary, subject to change.
(1) See “PLAN OF FINANCE.”
(2) Includes fees of Bond Counsel, Disclosure Counsel, the Municipal Advisor, the Verification Agent, the Refunded Bonds Trustee, and the Trustee, the Underwriter’s discount[, premiums for the Policy and the Reserve Policy,] fees relating to the credit ratings, printing, and other miscellaneous costs associated with the issuance of the 2020 Bonds. For the details of the Underwriter’s discount, see “UNDERWRITING.”
(Remainder of this Page Intentionally Left Blank)

ATTACHMENT B
9 DEBT SERVICE SCHEDULE
The Fiscal Year debt service requirements for the 2020 Bonds is set forth below.

Table 3
Debt Service Schedule
Series 2020 Bonds
Fiscal Year
(June 30) Principal Interest Total
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
TOTAL

ATTACHMENT B
10 THE 2020 BONDS
The following is a summary of certain provisions of the 2020 Bonds. Reference is made to the 2020 Indenture for the complete provisions thereof, and the discussion herein is qualified in its entirety by such reference. See APPENDIX C–“SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS –THE 2020 INDENTURE.”
General
The 2020 Bonds will be dated their date of original delivery, will be issued in fully registered form, in denominations of $5,000 and any integral multiple thereof and will mature on the dates and in the principal amounts and bear interest at the rates as set forth on the inside front cover of this Official Statement.

Interest on the 2020 Bonds will be calculated on the basis of a 360-day year comprised of twelve, 30-day calendar months, payable semiannually on [March] 1 and [September] 1 of each year, commencing [September] 1, 2020 (each, an “Interest Payment Date”).

The 2020 Bonds when issued, will be in fully-registered form, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC acts as securities depository for the 2020 Bonds. Individual purchases and sales of the 2020 Bonds may be made in book-entry form only. Purchasers will not receive certificates representing their interest in the 2020 Bonds purchased. References herein to the Bondholders or Owners shall mean DTC and shall not mean the beneficial owners of the 2020 Bonds. So long as DTC, or its nominee, is the registered owner of all of the 2020 Bonds, all payments on the 2020 Bonds are made directly to DTC. Principal of and interest on the 2020 Bonds are payable by wire transfer by the Trustee to DTC, which is expected, in turn, to remit such amounts to the DTC Direct Participants for subsequent disbursement to DTC Indirect Participants (each as defined in APPENDIX F) and beneficial owners. See APPENDIX F–“DTC AND THE BOOK–ENTRY ONLY SYSTEM.”
Payment of interest on the 2020 Bonds due on any Interest Payment Date on or before the maturity or prior redemption thereof will be made only to the person whose name appears in the bond registration books kept by the Trustee as of the close of business on the 15th day of the month immediately preceding an Interest Payment Date (the “Record Date”), whether or not such Record Date is a Business Day, by check mailed on such Interest Payment Date by first class mail to such registered owner at the address as it appears in such books; provided, that upon the written request of any Holder of $1,000,000 or more in aggregate principal amount of 2020 Bonds received by the Trustee prior to the applicable Record Date, interest will be paid on each Interest Payment Date by wire transfer of immediately available funds to an account maintained in any bank or trust company in the United States of America that is a member of the Federal Reserve System designated in writing by such Holder.

Redemption Provisions
Optional Redemption. The 2020 Bonds maturing on or after March 1, 20__, are subject to optional redemption by the Authority prior to their respective stated maturity dates, upon notice, on any date on or after March 1, 20__, as a whole or in part f redemption price equal to the sum of the principal amount thereof to be redeemed plus accrued interest thereon to the redemption date, without premium.

ATTACHMENT B
11 March 1 in each year thereafter to and including March 1, _____, and March 1, _____, respectively, in part by lot, from mandatory sinking account payments at a redemption price equal to the principal amount thereof, plus accrued interest, if any, to the redemption date, without premium, as set forth below in the aggregate respective principal amounts and on the respective dates as set forth in the following tables; provided, however, that if some but not all of such Series 2020 Bonds have been redeemed pursuant to optional redemption provisions of this Indenture, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Bonds so redeemed, to be allocated among such sinking fund payments on a pro rata basis in integral multiples of $5,000. The Parking Authority is required to provide the Trustee with a revised sinking fund schedule.

Term 2020 Bonds Sinking Fund Redemption Schedule
Sinking Fund
Redemption Date
(March 1)
Principal
Amount
$
†
_________________
† Maturity.

Term 2020 Bonds Sinking Fund Redemption Schedule
Sinking Fund
Redemption Date
(March 1)
Principal
Amount
$
†
_________________
† Final Maturity.

Notice of Redemption. Notice of redemption is required to be mailed by the Trustee by first class mail, not less than 20 nor more than 60 days prior to the redemption date, to the respective Holders of the 2020 Bonds designated for redemption at their addresses appearing on the registration books kept by the Trustee. Each notice of redemption is required to state the date of such notice, the 2020 Bonds to be redeemed, the date of the 2020 Bonds, the redemption date, the redemption price, the place of redemption (including the name and address of the Principal Corporate Trust Office of the Trustee), the CUSIP number (if any) of the maturity or maturities, and, if less than all of the 2020 Bonds of any one maturity are to be redeemed, the distinctive numbers of the 2020 Bonds of such maturity to be redeemed and, in the case of 2020 Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice is also required to state that, subject to the rescission of such redemption as provided in the 2020 Indenture, on such redemption date there will become due and payable on each of the 2020 Bonds to be redeemed the redemption price thereof and, in the case of 2020 Bonds to be redeemed in part only, the specified portion of the principal amount thereof to be redeemed, and that from and after such redemption date interest on such 2020 Bonds shall cease to accrue, and each

ATTACHMENT B
12 such notice shall require that such 2020 Bonds be then surrendered at the Principal Corporate Trust Office of the Trustee specified in the redemption notice for payment of the redemption price thereof.

Neither failure to receive any such notice nor any defect contained therein will invalidate any of the proceedings taken in connection with any such redemption.

Selection of 2020 Bonds to be Redeemed. If less than all Outstanding 2020 Bonds are to be redeemed at any one time, the Financing Authority shall select the maturity date or dates of the 2020 Bonds to be redeemed, and if less than all the Outstanding 2020 Bonds maturing by their terms on any one maturity date are to be redeemed at any one time, the Trustee shall select by lot the 2020 Bonds or the portions thereof of such maturity date, and the Trustee shall promptly notify the Financing Authority in writing of the numbers of the 2020 Bonds so selected by it for redemption, and for purposes of such selection, 2020 Bonds shall be deemed to be composed of $5,000 multiples and any such multiple may be separately redeemed.

Effect of Redemption. I If notice of redemption has been duly given as aforesaid and money for the payment of the redemption price of the 2020 Bonds called for redemption is held by the Trustee, then, on the redemption date designated in such notice the 2020 Bonds so called for redemption shall become due and payable, and from and after the date so designated interest on such 2020 Bonds shall cease to accrue, and the Owners of such 2020 Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof.

Rescission of Notice of Redemption. Any notice of redemption may be rescinded by Written Request of the Authority given to the Trustee not later than five days prior to the date fixed for redemption. Upon receipt of such Written Request of the Authority, the Trustee is required to promptly mail notice of such rescission in the same manner and to the same parties that were mailed the original notice of redemption.

Conditional Notice of Optional Redemption. Any notice of optional redemption may be conditional on the RECEIPT by the Trustee of sufficient money to pay the full redemption price of the 2020 Bonds to redeemed.

SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS
Pledge of Net Parking Revenues
The 2020 Bonds are limited obligations of the Authority issued under and pursuant to the 2020 Indenture, payable solely from the 2020 Installment Payments to be made by the Parking Authority pursuant to the 2020 Installment Purchase Agreement, and certain amounts held under the 2020 Indenture. The obligation of the Parking Authority to make 2020 Installment Payments constitutes a special obligation of the Parking Authority payable solely from a pledge of the “Net Parking Revenues.”
Pursuant to the 2020 Installment Purchase Agreement, the Parking Authority grants to the Authority a first lien on and a security interest in and pledge of all Net Parking Revenues to secure the payment of the 2020 Installment Payments and any Parity Obligations. [Net Parking Revenues may not be used for any other purpose while any 2020 Installment Payments or any Parity Obligations remain unpaid]; provided, that out of the Net Parking Revenues there may be apportioned such sums for such purposes as are expressly permitted by 2020 Installment Purchase Agreement. [The lien, security interest, and pledge constitute an exclusive first lien on the Net Parking Revenues for the payment of the 2020

ATTACHMENT B
13 Installment Payments and any Parity Obligations in accordance with the terms hereof (subject to the incurrence of Parity Obligations in accordance with 2020 Installment Purchase Agreement). Pursuant to the Installment Purchase Agreement, the Parking Authority covenants to establish an account to be held by the Parking Authority to be known as the “CFD Revenues Account” and to deposit therein all CFD Revenues Defined herein), when received, and to apply all CFD Revenues to the payment of Gross Operation and Maintenance Costs.

Parking Revenues consist of: (i) charges and revenues derived from the operation of Parking Facilities (consisting of parking meters, surface lots and garages) located within the City (collectively, the “Parking Facilities”) and (ii) proceeds of a special tax levied on Taxable Property (as defined herein) within the City’s Community Facilities District No. 2001-01 (Downtown Parking) (“CFD Revenues”).

See “PARKING AUTHORITY FINANCES” for discussions of charges and revenues derived from operations of the Parking Facilities. See “THE PARKING CFD” for a discussion of the Parking CFD and CFD Revenues.”
The Parking Authority may issue or incur additional obligations secured by and payable from Net Parking Revenues on a parity with the 2020 Installment Payments and other Parity Obligations as described in the Installment Purchase Agreement. See “–Issuance of Parity Obligations.” Definitions
“Gross Operation and Maintenance Costs” means the reasonable and necessary costs spent or incurred for maintenance and operation of the Parking Facilities calculated in accordance with Generally Accepted Accounting Principles, including (among other things) (a) the reasonable expenses of management and repair, including fees, charges and other invoices of a professional operator, person, firm or corporation with staff experienced in the management and operation of parking facilities similar to the Parking Facilities who is managing and operating all or a portion of the Parking Facilities, and other expenses necessary to maintain and preserve the Parking Facilities in good repair and working order, (b) the reasonable administrative costs of the Parking Authority and the City that are reasonably charged or directly apportioned to the Parking Facilities, including but not limited to, salaries and wages of employees, payments to the Public Employees Retirement System, overhead, utilities and services, insurance, taxes (including parking taxes), fees of auditors, accountants, attorneys, consultants or engineers and insurance premiums and , and including all other reasonable and necessary costs of the Parking Authority or the City or charges required to be paid by it to comply with the terms hereof, or the terms of any Parity Obligations, but excluding in all cases (i) depreciation, replacement and obsolescence charges or reserves therefor, (ii) amortization of intangibles, (iii) costs of capital additions, replacements, betterments, extensions or improvements to the Parking Facilities which under Generally Accepted Accounting Principles are chargeable to a capital account, and (iv) charges for the payment of principal and interest on any debt service or other regularly scheduled payments on account of any Parity Obligation or obligation subordinate to the Parity Obligations. “Net Parking Revenues” means, for any period, the Parking Revenues during such period less the Operation and Maintenance Costs during such period.
“Parity Obligations” means the 2020 Installment Payments, any obligation (including, but not limited to, any installment payment obligation) payable on a parity with the 2020 Installment Payments from Net Parking Revenues, as the case may be, as provided in the 2020 Installment and the regularly scheduled payments under any Payment Agreement which have been designated by the Parking Authority as a “Parity Obligation” in the Payment Agreement.

ATTACHMENT B
14 “Payment Agreement” means a written agreement for the purpose of managing or reducing the Parking Authority’s exposure to fluctuations in interest rates or for any other interest rate, investment, asset or liability managing purposes, entered into either on a current or forward basis by the Parking Authority as authorized under any applicable laws of the State in connection with, or incidental to, the entering into of any Parity Obligation, that provides for an exchange of payments based on interest rates, ceilings or floors on such payments, options on such payments or any combination thereof, or any similar device.
“Parking Revenues” means all gross income and revenue received or receivable by the Parking Authority from the ownership or operation of the Parking Facilities, determined in accordance with Generally Accepted Accounting Principles, including all fees, rates, charges and amounts paid under any contracts received by or owed to the Parking Authority in connection with the operation of the Parking Facilities and all proceeds of insurance relating to the Parking Facilities and all other income and revenue howsoever derived by the City from the ownership or operation of the Parking Facilities, but excluding (i) any proceeds of grants or loans or other debt obligations received by the Parking Authority, (ii) customer deposits or any deposits or advances subject to refund until such deposits or advances have become property of the Parking Authority, and (ii) the proceeds of any special assessments or special taxes levied upon real property within any improvement district established for the benefit of the Parking Facilities including, but not limited to, the CFD Revenues.
[Insert Flow of Funds Chart – To Come]
THE 2020 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM 2020 INSTALLMENT PAYMENTS MADE BY THE PARKING AUTHORITY AND CERTAIN MONEYS HELD UNDER THE 2020 INDENTURE. THE 2020 BONDS ARE NOT A

DEBT OF THE PARKING AUTHORITY, THE CITY, THE STATE OF CALIFORNIA OR ANY

THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (INCLUDING THE

AUTHORITY, THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY

Rate Covenant
In the 2020 Installment Purchase Agreement, the Parking Authority covenants to fix, prescribe and collect rates, fees and charges with respect to the Parking Facilities during each Fiscal Year which are estimated to yield Net Parking Revenues for such Fiscal Year equal to at least [125%] of Parity Debt Service for such Fiscal Year. The Parking Authority may make adjustments from time to time in such fees and charges and may make such classification thereof as it deems necessary, but shall not reduce the rates, fees and charges then in effect unless the Net Parking Revenues from such reduced rates, fees and charges are estimated to be sufficient to meet the requirements of such covenant.

ATTACHMENT B
15 “Adjusted Net Parking Revenues” means, for any Fiscal Year or other period of calculation, the Net Parking Revenues for such Fiscal Year or other period of calculation less, to the extent included in the calculation of Net Parking Revenues for such Fiscal Year or other period of calculation, all amounts referred to in clause (G) of the definition of Parity Debt Service in the 2020 Installment Purchase Agreement received or expected to be received by the Parking Authority or fiduciary, on behalf of the Parking Authority, in such Fiscal Year or other period of calculation. “Parity Debt Service” generally means with respect to any Parity Obligation for any period of calculation, those portions of the payments of interest on and principal and redemption premiums, if any, required to be made during such period under such Parity Obligations, less any such interest that is to be paid from proceeds of such Parity Obligations, less the earnings to be derived from the investment of moneys on deposit in debt service reserve funds and capitalized interest funds established for such Parity Obligations. See APPENDIX C–“SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS–DEFINITIONS OF CERTAIN TERMS” for a complete description of the definition of Parity Debt Service, including various assumptions and adjustments used to calculate Parity Debt Service.

Deposit of Revenues
Pursuant to the 2020 Indenture, the Authority agrees and covenants that all Revenues when and as received will be transferred by the Authority to the Trustee for deposit in the 2020 Installment Payment Fund.

All money in the 2020 Installment Payment Fund is required to be set aside by the Trustee in the following special accounts in the following order of priority:

Interest Account,
Redemption Account,
2020 Reserve Account.

All money in each of such accounts will be held in trust by the Trustee and applied, used, and withdrawn only for the purposes authorized in the 2020 Indenture.

Interest Account. On [March] 1 and [September] 1 of each year, beginning on [September] 1, 2020, the Trustee is required to set aside from the 2020 Installment Payment Fund and deposit in the Interest Account an amount of money which is equal to the amount of interest becoming due and payable on all Outstanding 2020 Bonds on such [March] 1 or [September] 1, as the case may be; provided, that no such deposit need be made in the Interest Account if the amount contained therein is at least equal to the aggregate amount of interest becoming due and payable on all Outstanding 2020 Bonds on such Interest Payment Date. All money in the Interest Account is required to be used and withdrawn by the Trustee solely for the purpose of paying the interest on the 2020 Bonds as it becomes due and payable (including accrued interest on any 2020 Bonds purchased or redeemed prior to maturity).

Redemption Account. On [September] 1 of each year, beginning on [September] 1, 2020, the Trustee is required to set aside from the 2020 Installment Payment Fund and deposit in the Principal Subaccount of the Redemption Account an amount of money equal to the principal amount of all Outstanding Serial 2020 Bonds maturing on such [September] 1 and to set aside from the 2020 Installment Payment Fund and deposit in the Sinking Fund Account of the Redemption Fund an amount of money equal to the Sinking Fund Payment, if any, required to be made on such [September] 1; provided, that no such deposit need be made in the Principal Subaccount on [September] 1 of any year if the amount contained in the Principal Subaccount therein is at least equal to the aggregate amount of the principal of all Outstanding Serial 2020 Bonds maturing by their terms on such [September] 1 and no

ATTACHMENT B
16 such deposit need be made for the Sinking Fund Subaccount on [September] 1 of any year if the amount contained therein is at least equal to the amount of the Sinking Fund Payments, if any, required to be made on such [September] 1. All money in the Principal Subaccount in the Redemption Account is required to be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Serial 2020 Bonds as they shall become due and payable, whether at maturity or on prior redemption and all money in the Sinking Fund Subaccount is required to be used and withdrawn to purchase, redeem or pay Term 2020 Bonds. See also, APPENDIX C–“SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS–THE 2020 INDENTURE–Establishment and Maintenance of Accounts for Use of Money in the 2020 Installment Payment Fund–Redemption Account.” 2020 Reserve Account. If moneys on deposit in the 2020 Reserve Account are less than the 2020 Reserve Requirement, after making the deposits required to be made to the Interest Account and Redemption Account, the Trustee is required to deposit available Revenues in the 2020 Reserve Account until the balance in the 2020 Reserve Account equals the 2020 Reserve Requirement. 2020 Reserve Account
The 2020 Indenture establishes a 2020 Reserve Account to be held by the Trustee, and requires that the 2020 Reserve Account be maintained in the amount of $__________ (the “2020 Reserve Requirement”); provided, that such requirements (or any portion thereof) may be provided by one or more financial instruments (including, but not limited to, one or more policies of financial guaranty insurance, one or more surety bonds or one or more letters of credit) issued by a municipal bond insurer, bank or other financial institution or organization with ratings at the time of issuance of such financial instrument in one of the highest rating categories (without regarding to numerous modifier or plus or minus sign) from at least one nationally recognized rating agency.
[Upon the issuance of the 2020 Bonds the Reserve Policy in the amount of the 2020 Reserve Requirement will be issued by the Bond Insurer and deposited into the 2020 Reserve Account.] Rate Stabilization Fund
[The 2020 Installment Purchase Agreement permits the Parking Authority the option of establishing a fund (the “Rate Stabilization Fund”) into which the Parking Authority may, from time to time, from current Parking Revenues such amounts as the Parking Authority may determine and the amount of available current Parking Revenues in the Fiscal Year will be reduced by the amount so transferred. Amounts may be transferred from the Rate Stabilization Fund and deposited in the Revenue Fund, and any amounts transferred within 270 days after the end of a Fiscal Year will be deemed Parking Revenues for such Fiscal Year when transferred. The Parking Authority may also apply moneys on deposit in the Rate Stabilization Fund for any lawful purpose. All interest or other earnings upon amounts in the Rate Stabilization Fund may be withdrawn and accounted for as Parking Revenues in accordance with the terms of the 2020 Installment Purchase Contra or used for any lawful purpose.] Issuance of Parity Obligations and Subordinate Obligations The Parking Authority may at any time and from time to time issue or create any Parity Obligations, in addition to the 2020 Installment Payments, which may be incurred without compliance with the requirements described in the 2020 Installment Purchase Agreement, provided:
(i) None of the following has occurred and is continuing: (A) an Event of Default under the terms of the 2020 Installment Purchase Agreement, and any other installment purchase contract, indenture, trust agreement or other document that provides for the issuance of Parity Obligations (each an

ATTACHMENT B
17 “Issuing Document”) or (B) an Event of Default or Termination Event (as defined in any Payment Agreement) under any Payment Agreement; and
(ii) The Parking Authority obtains or provides a certificate or certificates, prepared by the Parking Authority or at the option of the Parking Authority by a Consultant, showing that either:
(A) the Adjusted Net Parking Revenues for either the most recent Fiscal Year for which audited financial statements are available or any 12 consecutive calendar month period during the 18 consecutive calendar month period ending immediately prior to the incurring of such additional Parity Obligations were at least [150%] of “Maximum Annual Debt Service” (defined in the Installment Purchase Agreement as of any date of calculation, the largest amount of Parity Debt Service during the period from the date of such calculation through the final maturity date of all Parity Obligations) as calculated after the execution of such Parity Obligations; and for the purpose of providing such certificate or certificates, the Parking Authority or the Parking Authority’s Consultant, as applicable, may adjust the Adjusted Net Parking Revenues for such Fiscal Year or 12 calendar month period, as the case may be, to reflect:
(1) an allowance for Net Parking Revenues that would have been derived from any additional Parking Facilities that were added prior to the incurrence of such additional Parity Obligations but which were not in existence, during all or any part of such Fiscal Year or 12 calendar month period under consideration, in an amount equal to the estimated additional Net Parking Revenues that would have been derived from such additional Parking Facilities if they had been added prior to the beginning of such Fiscal Year or 12 calendar month period, and
(2) an allowance for Net Parking Revenues that would have been derived from any increase in the rates, fees and charges fixed and prescribed for the Parking Facilities which became effective prior to the incurrence of such additional Parity Obligations but which was not in effect, during all or any part of such Fiscal Year or 12 calendar month period, in an amount equal to the estimated additional Net Parking Revenues that would have been derived from such increase in rates, fees and charges if it had been in effect prior to the beginning of such Fiscal Year or 12 calendar month period; or
(B) the estimated Adjusted Net Parking Revenues will be at least [150%] of Maximum Annual Debt Service, as calculated after the execution of such Parity Obligations; and for the purpose of providing such certificate or certificates, the Parking Authority or the Parking Authority’s Consultant, as applicable, may adjust the foregoing estimated Adjusted Net Parking Revenues to reflect:
(1) an allowance for Net Parking Revenues that are estimated to be derived from any increase in the rates, fees and charges for Parking Facilities which have been adopted by the Parking Authority and which will be in effect during all or any portion of the period for which such estimates are provided; and
(2) an allowance for Net Parking Revenues that are estimated to be derived from new customers of the Parking Facilities anticipated to be served by any additions or improvements to or extensions of the Parking Facilities financed by the Parity Obligations in an amount equal to the additional Net Parking Revenues that are estimated to be derived from such customers.

ATTACHMENT B
18 For purposes of clause (B) above, with respect to the Operation and Maintenance Costs, the Parking Authority or the Parking Authority’s Consultant, as applicable, is required to use such assumptions (which are required to be set forth in such certificate or certificates) as such believes to be reasonable, taking into account: (i) historical Operation and Maintenance Costs, (ii) Operation and Maintenance Costs associated with the additions or improvements to or extensions of the Parking Facilities to be financed with the proceeds of such additional Parity Obligations and any other new additions or improvements to or extensions of the Parking Facilities during such five year period and (iii) such other factors, including inflation and changing operations or policies of the Parking Authority, as the Parking Authority or the Parking Authority’s Consultant, as applicable, believes to be appropriate.

The certificate or certificates described above in paragraph (ii) are not required if the Parity Obligations being issued are for the purpose of refunding (x) then outstanding Parity Obligations, if at the time of the issuance of such refunding Parity Obligations a certificate of the Parking Authority is delivered showing that Parity Debt Service in each Fiscal Year on all Parity Obligations outstanding after the issuance of the refunding Parity Obligations will not exceed 110% of Parity Debt Service in each corresponding Fiscal Year on all Parity Obligations outstanding prior to the issuance of such refunding Parity Obligations; or (y) then outstanding Balloon Obligations or Variable Interest Rate Obligations, but only to the extent that the principal amount of such Balloon Obligations or Variable Interest Rate Obligations has been put, tendered to or otherwise purchased by a standby purchase or other liquidity facility relating to such Balloon Obligations or Variable Interest Rate Obligations, as applicable.

Without complying with the requirements described above, the Parking Authority may issue or incur obligations secured by and/or payable from Net Parking Revenues on a priority subordinate to the Parity Obligations.

Default Under the 2020 Indenture and 2020 Installment Purchase Agreement; Remedies For a description of the events of default and remedies under the 2020 Indenture and the 2020 Installment Purchase Agreement, see APPENDIX C–“SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS–THE 2020 INDENTURE–Events of Default and Remedies of Owners” and “THE 2020 INSTALLMENT PURCHASE AGREEMENT–Events of Default and Remedies of the Authority,” respectively.

THE PARKING CFD
Special Tax Authorization
Pursuant to the CFD Act, on December 11, 2001 the City Council, acting as the legislative body of the Parking CFD, adopted a resolution establishing the Parking CFD, determining to incur bonded indebtedness, and calling a special election to authorize the levy of the Special Tax. At an election held pursuant to the CFD Act, the landowners who were the qualified electors of the Parking CFD authorized (by more than the requisite two-thirds vote) approved the Rate and Method of Apportionment of Special Tax, the facilities and services to be provided, the cost of such facilities and services, and the issuance of bonded indebtedness in an amount not to exceed $60,000,000. The Rate and Method of Apportionment of Special Tax, as amended by the First Amended Rate and Method of Apportionment of Special Tax approved on June 10, 2003 and the Second Amended Rate and Method of Apportionment of Special Tax approved on December 13, 2005 (collectively, the “Special Tax Formula”) is authorized to be levied annually within the Parking CFD commencing Fiscal Year 2002-03 and continues in full force and effect until the lien is cancelled in accordance with law or until collection of the Special Tax is ceased by the City. The Special Tax is levied and collected according to the Special Tax Formula as set forth in

ATTACHMENT B
19 APPENDIX D–“RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” The City Council annually establishes tax rates to levy and apportion the Special Tax against Taxable Property within the Parking CFD.

The Parking CFD was formed to: (i) finance parking facilities, including but not limited to, on and off street parking, surface lots, multi-level parking structures, publicly owned spaces within the private properties, parking meters, fee collection facilities, signage, related walkways, street furniture, debris containers, landscaping, lighting, conforming street improvements and all necessary utility facilities, and (ii) to pay for the public services required to maintain the parking facilities in a safe, sanitary, and fit operating condition, including provision of replacement parts, painting, cleaning, sweeping, removal of debris, care of landscaping, provision of irrigation for landscaping, electric and communication services and related police, traffic control, fire, and emergency services. For the boundaries of the Parking CFD, see the map on page __. [The boundaries of the Parking CFD were established to provide and maintain parking facilities serving the City’s downtown business and entertainment district.]
Assignment and Pledge of CFD Revenues
General. Pursuant to the Assignment Agreement, dated as of February 1, 2020 (the “CFD Revenues Assignment Agreement”) between the City and the Parking Authority, all proceeds of the Special Tax are assigned by the City to the Parking Authority. Pursuant to the 2020 Installment Purchase Agreement, the Parking Authority covenants to establish a “CFD Revenues Account” to be held by the Parking Authority into which the Parking Authority is required to deposit all CFD Revenues. The Parking Authority covenants to apply all CFD Revenues to the payment of “Gross Operation and Maintenance Costs.”
“Gross Operation and Maintenance Costs” is defined in the 2020 Installment Purchase Agreement to mean the reasonable and necessary costs spent or incurred for maintenance and operation of the Parking Facilities calculated in accordance with Generally Accepted Accounting Principles, including (among other things) (i) the reasonable expenses of management and repair, including fees, charges and other invoices of a professional operator, person, firm or corporation with staff experienced in the management and operation of parking facilities similar to the Parking Facilities who is managing and operating all or a portion of the Parking Facilities, and other expenses necessary to maintain and preserve the Parking Facilities in good repair and working order, (ii) the reasonable administrative costs of the Parking Authority and the City that are reasonably charged or directly apportioned to the Parking Facilities, including but not limited to, salaries and wages of employees, payments to the Public Employees Retirement System, overhead, utilities and services, insurance, taxes (including parking taxes), fees of auditors, accountants, attorneys, consultants or engineers and insurance premiums and , and including all other reasonable and necessary costs of the Parking Authority or the City or charges required to be paid by it to comply with the terms hereof, or the terms of any Parity Obligations, but excluding in all cases (A) depreciation, replacement and obsolescence charges or reserves therefor, (B) amortization of intangibles, (C) costs of capital additions, replacements, betterments, extensions or improvements to the Parking Facilities which under Generally Accepted Accounting Principles are chargeable to a capital account, and (iv) charges for the payment of principal and interest on any debt service or other regularly scheduled payments on account of any Parity Obligation or obligation subordinate to the Parity Obligations.

Termination of Pledge of CFD Revenues. [The obligation of the Parking Authority to apply all CFD Revenues pursuant to the 2020 Installment Purchase Agreement will cease and terminate following upon the delivery to the Trustee and the Authority of a certificate of the Parking Authority demonstrating

ATTACHMENT B
20 that Adjusted Net Parking Revenues were at least [150%] of Maximum Annual Debt Service for each of the three completed Fiscal Years prior to the date of calculation.] See also APPENDIX D–“RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” Manner of Collection. The Special Tax is collected in the same manner and at the same time as ad valorem property taxes are collected by the County and, except for the Movie Theater Property, is billed in the first quarter of each calendar year. Under the Special Tax Formula, City is permitted to directly bill and collect the Special Tax at a different time or in a different manner. Collection of delinquent Special Tax payments is through foreclosure or other available methods. [To Be Conformed to IPA Revisions]
Of the 153 parcels subject to the Special Tax, as of Fiscal Year 2019-20, 17 (representing approximately 37.5% of the Special Tax levy) are directly billed by the City. These 17 Parcels are owned by the San Juaquin Regional Transit District, the State, the County, [or the City].

The manner of collection and the amount of the Special Tax Levy for the Fiscal Year 2019-20 Special Tax levy is summarized below:

Manner of Collection
Number of Parcels of
Taxable Property
Special Tax Levy
Amount Percent
County Roll (Teetered) 136 $773,279.22 62.49%
Hand Billed 17 464,100.36 37.51
TOTAL 153 $1,237,379.58 100.0%
_______________
Source: Willdan Financial Services.

Taxes are levied by the County for each Fiscal Year on taxable real property that is situated in the County as of the preceding January 1. For collection purposes, property is classified either as “secured” or “unsecured” and is listed accordingly on separate parts of the assessment roll. The “secured roll” is that part of the assessment roll containing State-assessed public utilities property and real property having a tax lien that is sufficient, in the opinion of the County Assessor, to secure payment of the taxes. Other property is assessed and collected on the “unsecured roll.” Property taxes on the secured roll are due in two installments, on November 1 and February 1 of each Fiscal Year. If unpaid, such taxes become delinquent on December 10 and April 10, respectively, and a 10% penalty attaches to any delinquent payment. Property on the secured roll with respect to which taxes are delinquent become tax defaulted on June 30 of the Fiscal Year; such property may thereafter be redeemed by payment of a penalty of 1.5% per month to the date of redemption, together with the defaulted taxes, the delinquency penalty, costs, and a redemption fee. If taxes are unpaid for a period of five years or more, the property is subject to auction sale by the County, however, under certain circumstances property may be foreclosed sooner. See “–Delinquent Payments of Special Tax; Covenant to Foreclose.”
Property taxes on the unsecured roll are due as of the lien date and become delinquent, if unpaid, on August 31. A 10% penalty attaches to delinquent unsecured taxes. If unsecured taxes are unpaid at 5:00 p.m. on October 31, an additional penalty of 1.5% attaches to them on the first day of each month until paid. The County has four ways of collecting delinquent unsecured property taxes: (i) bringing a civil action against the taxpayer; (ii) filing a certificate in the office of the County Clerk specifying certain facts in order to obtain a lien on certain property of the taxpayer; (iii) filing a certificate of delinquency for record in the County Clerk and County Recorder’s office in order to obtain a lien on certain property

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21 of the taxpayer; and (iv) seizing and selling personal property, improvements, or possessory interests belonging or assessed to the assessee.

Teeter Plan
In 1949, the California Legislature enacted an alternative method for the distribution of secured ad valorem property taxes to local agencies. This method, commonly known as the Teeter Plan, is set forth in Sections 4701-4717 of Revenue and Taxation Code of the State of California. The Yolo County Board of Supervisors (the “Board of Supervisors”) approved implementation of the Teeter Plan in November 1993, both as to general and special taxes entered and collected on the secured tax roll.

Generally, the Teeter Plan provides for a tax distribution procedure by which secured roll taxes, special taxes and assessments are distributed to taxing agencies within a county included in the Teeter Plan on the basis of the tax levy, rather than on the basis of actual tax collections. A county then receives all future delinquent tax payments, penalties and interest, and a complex tax redemption distribution system for all taxing agencies is avoided. In connection with the Teeter Plan, a county can advance to the participating taxing agencies an amount equal to 95% of the total then-prior years’ delinquent secured property taxes, 100% of the total then-prior years’ delinquent secured special taxes, including the associated penalties and interest, and 100% of the then-current year’s secured roll levy.

The Teeter Plan remains in effect unless the Board of Supervisors orders discontinuance. The County policy provides that it may order discontinuance of the Teeter Plan as to special taxes for the next year if the rate of delinquency for a taxing district exceeds 3% in any Fiscal Year. Unless and until the Board of Supervisors orders discontinuance of the Teeter Plan with respect to the Parking CFD, the City is credited with 100% of the scheduled Special Tax payments without regard to actual amounts collected.

The City can give no assurance, however, that the Teeter Plan will be continued in future years.

If any tax or assessment which was distributed to a Teeter Plan participant is subsequently changed by correction, cancellation or refund, a pro rata adjustment for the amount of the change is made on the records of the treasurer of the County and the County Auditor. Such an adjustment would be an offset to future distributions of tax revenues to the Parking CFD.

So long as the County maintains its policy of collecting taxes pursuant to said procedures and the City meets the Teeter Plan requirements, the Parking CFD will receive 100% of the annual installments levied on the Teetered Parcels without regard to actual collections in the City. No assurance can be given that the County will continue to include special taxes levied within community facilities districts in the Teeter Plan, and the County could decide to discontinue the inclusion of such special taxes in the Teeter Plan at any time, or to discontinue the Teeter Plan in its entirety.

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22 Special Tax Formula
Capitalized terms used under this heading and not otherwise defined shall have the same meanings as set forth in the Special Tax Formula. See APPENDIX D–“RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.”
General. The Special Tax is levied on and collected from each parcel in the Parking CFD subject to the Special Tax as set forth in the Special Tax Formula, a copy of which is contained in APPENDIX D– “RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” All capitalized terms used in this section will have the meaning set forth in Appendix D.
[Since formation of the CFD, the Special Tax has been collected at the Maximum Special Tax rate. The City expects to levy the Special Tax at the Maximum Special Tax in the future.] The Special Tax Formula provides that the Special Tax levy each Fiscal Year is calculated by first determining the “Special Tax Requirement” for such Fiscal Year. The “Special Tax Requirement” is defined in the Special Tax Formula as the amount necessary in any Fiscal Year (i) to pay the principal of and interest on bonds or other indebtedness which is due in the calendar year that begins in such Fiscal Year; (ii) to create or replenish the reserve funds; (iii) to cure any delinquencies in the payment of the principal of or interest on b or other indebtedness which have occurred in the prior Fiscal Year or (based on delinquencies in the payment of the Special Tax which have already taken place) are expected to occur in the Fiscal Year in which the Special Tax will be collected; (iv) to pay administrative expenses of the Parking CFD; and (v) to pay the costs of public improvements or public services authorized to be funded by the Parking CFD. The Special Tax Requirement may be reduced in any Fiscal Year by: (a) interest earnings on or surplus balances in funds and accounts for the bonds or other indebtedness to the extent that such earnings or balances are available to apply against debt service pursuant to the bond indenture, bond resolution, or other legal document that set forth these terms; (b) proceeds from the collection of penalties associated with delinquent Special Taxes; and (c) any other revenues available to pay debt service on the Bonds as determined by the Administrator.

Pursuant to the Special Tax Formula prior to July 1 of each year the Administrator is required to determine the following for all Parcels of Taxable Property within the Parking CFD: (i) the current Assessor’s Parcel number based upon reference to the most current County Assessor’s Parcel maps; (ii) whether the Parcel is Developed/Redeveloped Property or Undeveloped Property; (iii)whether the Parcel is Public Property, Special Use Property or Other Property; (iv) for Parcels of Public Property and Other Property, the Parking Deficiency associated with the building on or associated with the Parcel; (v) for Parcels of Undeveloped Property and other Property, the Acreage of the Parcel; (vi) for Parcels of Other Property, the Proximity Factor; (vii) for Parcels of Other Property, the Building Square Footage; and (viii) for Parcels of Other Property, the Building Square Footage that is Special Use Square Footage, if any.

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23 For Fiscal Year 2019-20, the Parking CFD contains 153 parcels of Taxable Property under the Special Tax Formula comprised of three parcels classified as “special use,” six parcels classified as “public,” and 144 parcels classified as “other,” each as defined herein.

Table 4
Taxable Property Classifications
Fiscal Year 2019-20
Special Tax
Category
Number of
Parcels of
Taxable
Property
Associated
Square Footage
Associated
Acreage
Total
Fiscal Year
2019-20
Maximum Tax
Special Use Property 3 0 1.05 $490.56
Public Property 6 945,700 227,441.52
[Movie Theater 1 _______ __.__ ____.__]
Other Property 144 2,092,608 40.86 1,009,447.50
Undeveloped 0.00
TOTAL 153 47.47 $1,237,379.58
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Source: Willdan Financial Services.

City Council and Concurrent AuthoritiesJuly 26, 2022

City Council and Concurrent Authorities
July 26, 2022