Agenda packet — West Sacramento City Council, November 2, 2022 (part 2 of 2)

new restaurants and small businesses have been attracted to the District and the City has begun implementing urban parking. A new Washington Specific Plan based on Washington Realized and other updates to policies and recommendations is underway.

While there is significant interest from investors and developers in new residential development in the Washington District, real estate development is highly cost sensitive, and the City competes with downtown and midtown Sacramento for development activity. Downtown and midtown Sacramento have significantly lower fees and slightly higher rents. New residential development in Washington has been occurring at a slower pace than in the Bridge District, which has implemented urban fee methods. Currently, West Sacramento fees are largely governed by suburban financing approaches which tend to overburden urban development. Most urban development in Washington has been government driven (e.g., CalSTRS) or due to an existing vesting status.

In 2006, the Planning Commission approved a Tentative Subdivision Map for the Four 40 West project, known at the time as the Alura project, located on a 1.05-acre site at 412, 416, & 420 6th Street in Washington. Since the approval of the original map, the project has received multiple approvals for map modifications and extensions (see Attachment 4 for entitlement history). Currently, the project has two associated TMs, TM 4936 and TM 5211, combined creating a 7.4-acre project of 106 single-family residential units and a neighborhood park.

On October 14, 2020, the Council approved a DA with Blackpine, LLC to provide the project a one-year time extension for TM 4936 with an option to extend for an additional year, as TM 4936 was set to expire November 15, 2020. The extension was to allow the developer time to incorporate TM 5211 into the project’s DA through a Restated and Amended DA, which would add a neighborhood park and additional developable area into the project’s vested entitlements. On October 20, 2021, the authorized parties of the DA executed the option to extend the DA for an additional year, setting the expiration of the DA to November 13, 2022. Upon expiration, the vested entitlements protected under TM 4936 will also expire.

On October 6, 2022, the Planning Commission held a public hearing regarding the proposed DA Amendment and to consider Resolution 22-2PC (Attachment 5) recommending the City Council approve Ordinance 22-19 regarding the proposed DA Amendment with Blackpine 440 West, LLC to provide a six-month extension to the term of the existing DA. The Planning Commission unanimously approved Resolution 22-2PC with an additional recommendation to provide an additional six-month extension option, at the City Manager’s discretion.

On October 19, 2022, the City Council conducted a public hearing on the proposed DA Amendment and unanimously approved the first reading of Ordinance 22-19 while directing staff to modify the DA Amendment to include an additional six-month extension option at the City Council’s discretion. Staff has since modified the proposed DA Amendment to include this additional extension option within the term.

ANALYSIS
Over the course of the last two years, development and construction of the project have been delayed for a variety of reasons, including disruptions to work schedules and supply chain interruptions caused by the COVID19 pandemic. However, the developer has made diligent efforts to advance the development and construction of the project. The developer's efforts have included working with City staff to complete the Restated and Amended DA’s provisions to adjust the project to the mutual benefit of all parties, pulling conditional building permits to initiate construction on three model homes for the project, as well as completing most of the conditions of approval for the project’s final map approval. Despite these efforts, both the developer and the City require additional time to finalize the project’s map and prepare and propose to Council for adoption the Restated and Amended DA. To provide additional time to finalize the efforts completed over the last two years, staff is recommending an amendment to the DA to extend the term for an additional six months, protecting the vesting provided by TM 4936 while completing the project’s final map and Restated and Amended DA.

The existing DA with Blackpine, LLC extends the project’s original map term, extends the map’s vested fees and entitlements, and provides additional relief from City Facility Impact Fees. The project will advance the City’s TOD and mixed-use development goals in the District by providing for-sale, quality residential product that appeals to employees of the large offices (CALSTRS, Department of General Services, Capitol Mall) and small businesses in the District. The new I Street Bridge is expected to also create connectivity with new jobs centers in the Railyards. Realizing high-quality residential development in this location, adjacent to industrial uses that the City intends to transition to residential, advances land use goals and brings new vitality and desirability to 175
Ordinance 22-19
November 2, 2022

Page 3 ends

the western portion of the District. When the final map is approved, the project will extend the new E Street frontage improvements to 8th Street, enhancing safety and walkability for the neighborhood, and add a neighborhood park. The park design is consistent with Council-adopted policies, the approved Washington Specific Plan, the 2019 Parks, Recreation, and Open Space Master Plan, and was approved by the Parks Department. These improvements were identified, envisioned, and prioritized by the community during the development of Washington Realized.

The proposed DA Amendment will extend the existing DA’s term for an additional six months with an option at the City Manager’s discretion to extend for an additional six months. If approved, the extension will provide the developer and staff with time to complete the project’s final map and prepare and propose for adoption a Restated and Amended DA. On October 6, 2022, the Planning Commission made the required findings (see Attachment 6, Findings and Analysis) to recommend approval of the proposed DA Amendment to the City Council. After completing their analysis, staff believe that all the required findings have been met.

Environmental Considerations
Staff has determined that a Class 32 (In-Fill Development Projects) Categorical Exemption (pursuant to section 15332 of the CEQA Guidelines) is the appropriate level of review under CEQA for this document (See Attachment 7, Notice of Exemption). Class 32 consists of projects characterized as in-fill development that are consistent with the General Plan and occur within the city limits on a project site of no more than five acres and which contain no valuable habitat.

Commission Recommendation
On October 6, 2022, the Planning Commission held a public hearing regarding the proposed DA Amendment with Blackpine 440 West, LLC and consideration of Resolution 22-2PC recommending the City Council approve Ordinance 22-19 regarding the proposed DA Amendment with Blackpine 440 West, LLC relating to a future housing development project at 412-420 and 425 6th Street. The Planning Commission voted unanimously to approve Resolution 22-2PC with an additional recommendation to provide an additional six-month extension option at the City Manager’s discretion.

Strategic Plan Integration
The recommended item supports the Council’s 2019 Strategic Plan Goal of, “West Sacramento: Preferred place to live, work, learn, and play” and an “Alive riverfront and downtown” by providing a diverse range of housing choices within the Washington District. The recommended action also furthers the goals of the Council’s 2019 Strategic Plan Policy Agenda item “Riverfront Development tools”, the Council’s 2020 Policy Agenda items, “Housing Production Strategy” and “Mobility & Connectivity,” and the Council’s 2022 Management Agenda item, “Waterfront Districts Public Safety & Security”. These goals are furthered by creating a transit-oriented development, or mixed-use development pattern, (i.e., placing employment, homes, amenities and services close together to reduce driving and conserve land and water resources) in the Washington neighborhood while supporting infill development on vacant and underutilized properties.

Alternatives
The Council’s primary alternatives to the recommended action include:

1. Do not adopt Ordinance 22-19. Staff does not recommend this alternative as not approving the proposed DA Amendment will result in the project losing all vested entitlements protected under the DA, which is currently set to expire on November 13, 2022.

2. Find that the Class 32 Categorical Exemption is not the appropriate level of environmental review and decline to approve Ordinance 22-19. While staff believe the analysis presented in this report is correct, staff is prepared to effectuate this alternative at the Council’s direction.

Coordination and Review
This report was written and reviewed in coordination with the Economic Development and Housing Department, Planning Division, Community Development Engineering Division, and the City Attorney’s office. 176
Ordinance 22-19
November 2, 2022

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Budget/Cost Impact
This action has no budget implications as the DA Amendment only provides an extension to the term of the DA.

ATTACHMENT(S)

1. Location Map

2. Ordinance 22-19

3. Proposed First Amendment to the Development Agreement

4. Project Entitlement History

5. Resolution 22-2PC

6. Findings and Analysis

7. Notice of Exemption
177
Attachment 1
Location Map
412-420 & 425 6th Street
412-420 & 425 6th Street
NORTH
178
Attachment 2
ORDINANCE 22-19

AN ORDINANCE OF THE CITY COUNCIL

OF THE CITY OF WEST SACRAMENTO APPROVING

THE FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT BETWEEN THE CITY AND BLACKPINE 440 WEST, LLC PERTAINING TO
DEVELOPMENT OF THE ALURA (FOUR 40 WEST) RESIDENTIAL PROJECT WHEREAS, on October 6, 2022, the City of West Sacramento Planning Commission conducted a public hearing and adopted Resolution 22-2PC, recommending that the City Council approve the First Amendment to the Development Agreement.

The City Council of the City of West Sacramento does ordain as follows:

Section 1. Purpose and Authority. The purpose of this Ordinance is to approve the First Amendment to the Development Agreement between the City of West Sacramento and BlackPine 440 West, LLC. This Ordinance is authorized pursuant to Government Code Section 65864 through 65869.5 and Resolution No. 88-111 of the City of West Sacramento.

Section 2 Findings. In adopting this Ordinance, the City Council makes the following findings:
(a) The proposed First Amendment of the Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the General Plan and the Washington Specific Plan.; and
(b) That the proposed First Amendment to the Development Agreement is consistent with the provisions of Government Code Sections 65864 through 65869.5.

Section 3. Severability. If any provision or section of this Ordinance is determined to be unenforceable, invalid, or unlawful, such determination shall not affect the enforceability of the remaining provisions of the Ordinance.

Section 4. Effective Date and Publication. This Ordinance shall take effect thirty (30) days after its adoption, and pursuant to Resolution 99-46, shall be published in summary format prior to adoption and a summary shall be published within fifteen (15) days after adoption in a paper of general circulation published and circulated in the City of West Sacramento.

PASSED AND ADOPTED by the City Council of the City of West Sacramento this 2nd day of November, 2022 by the following votes:

AYES:

NOES:

ABSENT:

ABSTAIN: ___________________________ Martha Guerrero, Mayor ATTEST: APPROVED AS TO FORM:
________________________ ___________________________ Jennifer Cusmir, City Clerk Jeffrey Mitchell, City Attorney CODIFY __ UNCODIFY___X____ 179
Attachment 3
2243260.1 7203-012
Recording Requested by
and When Recorded
Return to:

City of West Sacramento
1110 West Capitol Avenue
West Sacramento, California 95691
No recording fee required pursuant
to Government Code Section 27383

SPACE ABOVE THIS LINE FOR RECORDER'S USE

AMENDMENT TO ALURA AT WASHINGTON SQUARE DEVELOPMENT AGREEMENT This First Amendment to the Alura at Washington Square Development Agreement ("Amendment") is entered into on the _____day of _________________, 2022, by and between BLACKPINE 440 WEST LLC, a California limited liability company (“Developer”) and the CITY OF WEST SACRAMENTO, a municipal corporation (“City”).

RECITALS
A. The City and Developer executed the Alura at Washington Square Development Agreement on October 14, 2020 (“Alura Development Agreement”) related to a residential development project on approximately 2.9 acres bounded by E Street, Union Pacific main railroad tracks, 6th Street, and 8th Street (“Project”) and as approved by the City Council on October 14, 2020 via Ordinance No. 20-11, a memorandum of which was recorded by the Yolo County Recorder. A legal description of the Property is attached hereto as Exhibit A.

B. Pursuant to Section 5.2 of the Development Agreement, a one year extension of the Alura Development Agreement was approved by the parties effective October 20, 2021 and recorded against the property comprising the Project by the Yolo County Recorder on October 25, 2021 (the "Extension"). The Extension extended the term of the Alura Development Agreement until November 13, 2022.

C. The Parties have been working in good faith on a successor development agreement for an expanded project, but the successor development agreement is not yet completed. The Parties wish to extend the term of the Alura Development Agreement until May 13, 2023, with an option to extend for an additional six months at the City Council’s discretion.

NOW THEREFORE, the parties agree to amend the Development Agreement as follows:

1. Amendment of Section 5.2. Section 5.2 of the Development Agreement shall be amended to read as follows:
“5.2. Term. Unless terminated early in accordance with the terms set forth herein, this Agreement shall expire on May 13, 2023. The City Council may, at its discretion, extend the term for an additional six months, in which case the Agreement shall expire on November 13, 2023.
180
2243260.1 2

2. Remainder of Provisions of Alura Development Agreement Unaffected. Except as expressly provided herein, nothing in this Amendment shall be deemed to waive or modify any of the other provisions of the Development Agreement. In the event of any conflict between this Amendment and the Agreement, the terms of this Amendment shall prevail.

3. Recordation of Amendment. Upon execution this Amendment shall be recorded with this Yolo County Recorder.

IN WITNESS WHEREOF, this First Amendment has been executed by the parties on the day and year first written above.

CITY OF WEST SACRAMENTO BLACKPINE 440 WEST LLC
A municipal corporation A California limited liability company By: ______________________ By: _________________________ Martha Guerrero, Mayor Michael Paris, Managing Member
ATTEST:

By: ______________________
Jennifer Cusmir, City Clerk
APPROVED AS TO FORM:

KRONICK, MOSKOVITZ, TIEDMAN & GIRARD
A professional corporation
By: _______________________
Jeffrey Mitchell, City Attorney
181
2243260.1 3

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

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

WITNESS my hand and official seal.

Signature (Seal)

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

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

WITNESS my hand and official seal.

Signature (Seal)
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity f h d
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity f h d
182
2243260.1 4
Exhibit A
Legal Description
The land referred to herein is situated in the State of California and is described as follows:

County: Yolo City: West Sacramento
APNs 010-191-011 -012, -013, -017, & 010-192-003
APN: 010-191-011
Lots 19 and 20, Block 28, Town of Washington, filed June 26, 1869 in Book I of Deeds, at Pages 264 and 265, Yolo County Records, together with that portion of Westerly onehalf of Sixth Street vacated by Resolution No. 00-38, recorded June 3, 2003, Instrument No. 2003-0032007, Yolo County Records.

Excepting therefrom the following:

Beginning at the Northeast corner of said Lot 19; thence along the Easterly line of said Lot 19, South 8°33'30" West, 9.50 feet; thence leaving said Easterly line, North 88°56'15" West, 53.66 feet to a point on the Westerly line of said Lot 20; thence along said Westerly line North 8°33'30" East, 16.50 feet to the Northwesterly corner of said Lot 20; thence along the Northerly line of said Lots 20 and 19, South 81°26'30" East,

53.20 feet to the point of beginning.

Also excepting therefrom, any portion of the herein described land that may lie within the lands of the Southern Pacific Railroad or its successors, that are within that portion of Sixth Street as vacated by Resolution No. 00-38, recorded June 3, 2003, as Instrument No. 2003-0032007, Yolo County Records.

APN: 010-191-017 (portion)
A portion of Lot 21, Block 28, Town of Washington, filed June 26, 1869 in Book I of Deeds, Pages 264 and 265, Yolo County Records, more particularly described as follows: Beginning at a point in the Easterly line of said Lot 21 that is distant South 8°33'30" West, thereon 16.50 feet from the Northeasterly corner of said Lot 21; thence along said Easterly line, South 8°33'30" West, 63.50 feet to a point on the Southerly line of said Lot 21; thence along said Southerly line North 81°26'30" West, 26.60 feet to a point on the Westerly line of said Lot 21; thence along said Westerly line North 8°33'30" East, 60.00 feet; thence leaving said Westerly line, South 88°56'15" East, 56.83 feet to the point of beginning.

Excepting therefrom all of the minerals and mineral ores of every kind and character now known to exist or hereafter discovered upon, within or underlying limiting the generality of the foregoing, all petroleum, oil, natural gas or other hydrocarbon substances and products derived therefrom, together with the exclusive and perpetual right of said grantor, its successors and assigns, or ingress and egress beneath the surface of said property to explore for, extract, mine and remove the same, and to make such use of the said property beneath the surface as is necessary or useful in 183
2243260.1 5
connection therewith, which use may include lateral or slant drilling, boring, drilling, boring, digging or sinking of wells, shafts or tunnels; provided, however, that said grantor, its successors and assigns, shall not use the surface of said property in the exercise of any of said rights, and shall not disturb the surface of said property, or any improvements thereon, as reserved by Southern Pacific Company in deed recorded April 16, 1958 in Book 539 of Official Records, at Page 433, Yolo County Records.

APN: 010-191-017 (portion)
Lots 22, 23, 24 and 25, Block 28, Town of Washington, filed June 26, 1869 in Book I of Deeds, Page 264 and 265, Yolo County Records.

Excepting therefrom the following:

Beginning at the Northeasterly corner of said Lot 22; thence along the Easterly line of said Lot 22, South 8°33'30" West, 20.00 feet; thence leaving said Easterly line, North 88°56'15" West, 108.12 feet to a point on the Westerly line of said Lot 25; thence along said Westerly line North 8°33'30" East, 34.10 feet to the Northwesterly corner of said Lot 25; thence along the Northerly line of said Lots 25, 24, 23 and 22, South 81°26'30" East, 107.20 feet to the point of beginning.

APN: 010-191-012, 010-191-013
Lots 17 and 18, Block 28, Town of Washington, filed June 26, 1869 in Book I of Deeds, Pages 264 and 265, Yolo County Records, together with that portion of the Westerly one-half of Sixth Street vacated by Resolution No. 00-38, recorded June 3, 2003, as Instrument No. 2003-0032007, Yolo County Records.

APN: 010-192-003
Lots 7, 8, 9, 10, 11, 12, 13, 14, 15, 25, 26, 27, 28, 29 and 30, Block 23, Town of Washington, filed June 26, 1869 in Book I of Deeds, Page 264, Yolo County Records. Together with that portion of Sixth Street vacated in the Resolution recorded June 3, 2003 as Instrument No. 2003-0032007, Official Records.
184
Attachment 4
Project Entitlement History
April 20, 2006 Original Tentative Map (TM) approved for project (1.05-acre site for 25 single-family homes)
November 15, 2007 Modification to TM 4936 approved for project (adding 41 residential units)
2008
State legislature approved multiple TM extensions due to the economic downturn, setting TM 4936’s expiration to November 15, 2017
February 4, 2016 Modification to TM 4936 approved for project (removing two units and adding a common area)
June 15, 2017 Two-year time extension to TM 4936 approved for project, setting the new expiration date to November 15, 2019
September 19, 2019 One-year time extension to TM 4936 approved for the project, setting the new expiration date to November 15, 2020
October 14, 2020
Development Agreement (DA) approved for the project, providing one-year extension, with option for an additional year, to TM 4936, setting the new expiration date to November 13, 2021
July 15, 2021 Approval of TM 5211 and approval of modifications to TM 4936.

October 20, 2021 Option to extend DA for an additional year approved, setting new expiration date for TM 4936 to November 13, 2022.
185
RESOLUTION 22-2PC

A RESOLUTION OF THE PLANNING COMMISSION

OF THE CITY OF WEST SACRAMENTO

RECOMMENDING ADOPTION BY THE CITY COUNCIL OF A FIRST AMENDMENT TO A DEVELOPMENT AGREEMENT WITH BLACKPINE 440 WEST LLC
PERTAINING TO DEVELOPMENT OF THE ALURA (FOUR 40 WEST) RESIDENTIAL

PROJECT
WHEREAS, on October 6, 2022, the West Sacramento Planning Commission conducted a public hearing on a First Amendment to a Development Agreement; and WHEREAS, the Planning Commission has duly considered all information before them; and
WHEREAS, the Planning Commission has found that the proposed First Amendment to the Development Agreement is consistent with the goals, policies and implementation programs of the City of West Sacramento General Plan, and WHEREAS, the proposed First Amendment to the Development Agreement is exempt from California Environmental Quality Act (CEQA) review pursuant to §15332, of the CEQA Guidelines, as the project would be located on a parcel characterized as in-fill development that is consistent with the General Plan and occurs within the city limits on a project site of no more than five acres and which contains no valuable habitat.

WHEREAS, the Planning Commission has found that the proposed First Amendment to the Development Agreement furthers the public health, safety and general welfare of the City, and
NOW, THEREFORE, BE IT RESOLVED by the Planning Commission recommends that the City Council take the following actions:

1. The Planning Commission recommends that the City Council approve the proposed First Amendment to the Development Agreement via Ordinance 22- 19 with the additional provision that an additional six-month extension may be added at the City Manager’s discretion.

PASSED AND ADOPTED by the Planning Commission of the City of West Sacramento this 6th of October 2022, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Aria Berliner,
Planning Commission Chairperson

DEANDA, HIRSCH, SABLAN, ESQUIVEL, STIGER, LOCKHART, BERLINER None
None
None
DocuSign Envelope ID: 9B1390EE-F8AD-4FB2-82BF-800B922FDA2B 186
David W. Tilley, Secretary
ATTEST:

DocuSign Envelope ID: 9B1390EE-F8AD-4FB2-82BF-800B922FDA2B 187
Attachment 6
Findings and Analysis
REQUIRED FINDINGS AND ANALYSIS:

To recommend approval of the First Amendment to the Development Agreement, the Planning Commission must be able to make the following findings. The Finding (in italics) is followed by the Staff analysis of whether or not the Finding can be made.

1. That the proposed First Amendment to the Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the General Plan and the Washington Specific Plan.

Analysis: The proposed First Amendment to the Development Agreement is being enacted to allow additional time for development due to the COVID 19 pandemic. The project has previously been found to be in compliance with the West Sacramento General Plan and Washington Specific Plan.

Finding 1 appears to be met for this request.

2. That the proposed Development Agreement is consistent with the provisions of Government Code Sections 65864 through 65869.5.

Analysis: Government Code Sections 65864 through 65869.5 include State codes for regulating Development Agreements. The codes include procedures for executing and modifying Development Agreements. The proposed First Amendment to the Development Agreement and the process by which it is being considered by the City and the applicant is consistent with the applicable State requirements.

Finding 2 appears to be met for this request.
188

Statutory Exemptions. State code number:

_______________________________________________
Notice of Exemption
To: Office of Planning and Research From: (Public Agency): ____________________________ P.O. Box 3044, Room 113 _______________________________________________ Sacramento, CA 95812-3044 County Clerk
(Address)
___________________________
___________________________
County of: __________________
Project Title: ____________________________________________________________________________ Project Applicant: ________________________________________________________________________ Project Location - Specific:

Project Location - City: ______________________ Project Location - County:

Description of Nature, Purpose and Beneficiaries of Project:
_____________________
Name of Public Agency Approving Project: _____________________________________________________ Name of Person or Agency Carrying Out Project: ________________________________________________ Exempt Status: (check one):

Ministerial (Sec. 21080(b)(1); 15268);
Declared Emergency (Sec. 21080(b)(3); 15269(a));
Emergency Project (Sec. 21080(b)(4); 15269(b)(c));
Reasons why project is exempt:

Lead Agency
Contact Person: ____________________________ Area Code/Telephone/Extension: _______________ If filed by applicant:

1. Attach certified document of exemption finding.

2. Has a Notice of Exemption been filed by the public agency approving the project? Yes No Signature: ____________________________ Date:

Signed by Lead Agency Signed by Applicant
Authority cited: Sections 21083 and 21110, Public Resources Code. Date Received for filing at OPR:

Reference: Sections 21108, 21152, and 21152.1, Public Resources Code. _______________
Categorical Exemption. State type and section number: ____________________________________ ______________________________________________
______________ Title: _______________________
Revised 2011
Attachment 7
Appendix E
189

CITY COUNCIL AGENDA REPORT
MEETING DATE: November 2, 2022 ITEM # 6
SUBJECT:

CONSIDERATION OF CONTRACT AWARDS TO HDR ENGINEERING, INC. AND

DOUGLAS ENVIRONMENTAL FOR THE BEES LAKES HABITAT RESTORATION AND

PUBLIC ACCESS IMPROVEMENTS PROJECT
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:

Traci Michel, Director
Parks and Recreation Department
[ ] Board [X] Staff
[ ] Other
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
The objective of this report is to seek City Council approval of two contracts, one with Douglas Environmental and the other with HDR Engineering, Inc. to complete design, permitting, environmental and implementation of the initial phase of improvements at Bees Lakes.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council:

1. Find that the design, permitting and initial improvements planned for Bees Lakes are within the scope of the previously adopted Bees Lakes Habitat Restoration Plan and Public Access Improvements Mitigated Negative Declaration and no additional environmental review is required under CEQA pursuant to Public Resources Code, Section 21166 and CEQA Guidelines Section 15162;

2. Authorize the City Manager, or designee, to execute a contract with Douglas Environmental for permitting, environmental and initial improvements at Bees Lakes in an amount not to exceed $834,251.90 in substantially the form attached with approval from the City Attorney; and

3. Authorize the City Manager, or designee, to execute a contract with HDR Engineering, Inc. for design of improvements at Bees Lakes in an amount not to exceed $276,972 in substantially the form attached with approval from the City Attorney.

BACKGROUND
On July 28, 2022, the Delta Conservancy Board approved a grant award for the Bees Lakes Habitat Restoration and Public Access Improvements Project in an amount not to exceed $2.37 million to complete all design, permitting, additional environmental work (as needed) and the first phase of public access improvements (Attachment 1).

At the City Council meeting held on August 17, 2022, a contract was awarded to HDR Engineering to oversee all work and grant deliverables. However, after careful review of the varying tasks associated with design, permitting, environmental and ongoing monitoring, it was determined that separate contracts with two of the consultant team members would best accomplish the grant scope and administration objectives. Based on this, an updated contract with HDR Engineering is recommended that focuses on design services only and a second contract with Douglas Environmental is recommended to cover oversight of all permitting, environmental, required maintenance and monitoring and other consultant team deliverables.

ANALYSIS
The scope of work included in the Grant Agreement between the City and Delta Conservancy for the Bees Lakes Habitat Restoration and Public Access Improvements Project assumes continued work with the current Bees Lakes Consultant Team as follows:
 Completion of 100% design plans for Project restoration, public access and floating wetlands  Securing all permits, including:
– Rivers and Harbors Act Section 408 Permit from USACE
– Clean Water Act (CWA) 404 Permit from the USACE
– CWA Section 401 Water Quality Certification from State Water Board 190
Contract Awards for Bees Lakes
November 2, 2022

Page 2 ends

– Encroachment Permit from the Central Valley Flood Protection Board – National Historic Preservation Act Section 106
– Federal Endangered Species Act Section 7 Consultation with USFWS – Incidental Take Permit from California Department of Fish and Wildlife – Delta Stewardship Council Delta Plan Consistency Determination  Construction of habitat restoration, public access, and recreational components, including:
– Focused removal and control of target invasive species at the site – Constructing approximately 1,400 linear feet of new ADA compliant trail – Construction of a 700-square foot viewing platform designed to provide an elevated observation point of the large pond
– An informational kiosk and educational signage provided throughout the site – Placement of one or more floating islands in the large pond which include plant species conducive to improving water quality by absorbing chemicals and elements found in the water bodies  Maintenance and monitoring of restoration plantings and water quality  Public engagement to develop site appropriate habitat restoration educational signs As referenced above, this work will be performed under two separate contracts: One with HDR Engineering, Inc. and one with Douglas Environmental. The contracts are included as Attachments I and 2, respectively.

Environmental Considerations
The Bees Lakes Habitat Restoration Plan and Public Access Improvements Initial Study/Mitigated Negative Declaration and Mitigation Monitoring and Reporting Plan was adopted by the City Council on January 20, 2021.

Additional environmental work, including Section 106 and Section 7 consultations will be completed as part of the project.

Commission Recommendation
Over the past several years, the Parks, Recreation and Intergenerational Services Commission has been involved in providing feedback and hosting public workshops related to the Bees Lakes Habitat Restoration Plan and Public Access Improvements. They have been supportive of all work completed to date, as well as the City’s efforts to secure grant funding to advance improvements.

Strategic Plan Integration
Leveraging public funds to implement recreation improvements and improve access to nature and the Sacramento River is identified in the Parks, Recreation and Open Space Master Plan and aligns with the City’s 2019 Strategic Plan Management Agenda High Priority item: “Parks, Recreation and Open Space Master Plan Implementation,” and the City Strategic Plan goal “West Sacramento: Preferred place to live, work, learn and play.” The Project further supports the City‘s mission statement: “to provide Quality Municipal Services, Quality City Infrastructure and Facilities, and to Inspire Community Improvements that add value to the lives of our residents.”
Alternatives
In addition to the recommended action, the Council could elect to reject the Contract award. This is not recommended as leveraging public funds is an important component to implementing the Parks, Recreation and Open Space Master Plan 10-year CIP and HDR Engineering, Inc. along with Douglas Environmental and other subcontractors, were identified as Project Team members as part of the grant application.

Coordination and Review
The work referenced in this report was completed in coordination with multiple City Departments, including Finance, Community Development/Flood Division and the City Manager’s Office.

Budget/Cost Impact
There are no budget/cost impacts associated with this action. The Contract with HDR Engineering, Inc. is valued at $276,972 and is fully funded by the $2.37 million Delta Conservancy grant. The Contract with Douglas Environmental is valued at $834,251.90 and is also fully funded by the Delta Conservancy grant.

ATTACHMENT(S)

1. Bees Lakes Habitat Restoration and Public Access Improvements Project Map

2. Contract for Services with Douglas Environmental

3. Contract for Services with HDR Engineering, Inc.
191
PHASE 1
Riparian Restoration Area
ADA Accessible Ramp
New Viewing / Educational Platform Feature
Floating Wetland Islands
ADA Accessible
Riparian
Restoration Area
Bees Lakes Project Phasing
Riparian
Restoration Area
Mutipurpose Picnic
& Recreational Area
Parking
Improvements
in Phase 2

EXISTING FEATURES
Existing Foot Trail
Multipurpose Trail
BMX Jumps Course
PHASE 2
Optional Future Riparian Restoration Area
New Periphery Foot Trail
New ADA Accessible Multipurpose Trail
Elevated Boardwalk
New Visitor Amenities

BEES LAKES

HABITAT RESTORATION AND RECREATIONAL IMPROVEMENTS PROJECT Potential Future River
Access Improvements
New Viewing / Educational Platform Feature
New Aeration in Pond
ADA Accessible
Attachment 1
192
Attachment 2
1 CONTRACT FOR SERVICES
THIS CONTRACT is made on November 2, 2022, by and between the CITY OF WEST SACRAMENTO (“City”), and Douglas Environmental. (“Consultant”).

WITNESSETH:

WHEREAS, the City desires Douglas Environmental to provide grant administration, design and implementation team oversight and project permitting for Phase One of habit restoration, public access and pond improvements for the Bees Lakes Habitat Restoration Plan and Public Access Improvements Project;
WHEREAS, the Consultant presented a proposal for services to implement the Bees Lakes Habitat Restoration Plan and Public Access Improvements to the City, through two Delta Conservancy Grant applications, and is duly licensed, qualified and experienced to perform those services;
NOW, THEREFORE, the parties hereto mutually agree as follows:

1. SCOPE OF SERVICES:

A. Consultant shall do all work, attend all meetings, produce all reports and carry out all activities necessary to completion of the services described in the Scope of Work, attached hereto and incorporated herein by this reference as Exhibit “A”. This Contract and its exhibits shall be known as the “Contract Documents.” Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. In the event of conflict between terms contained in these Contract Documents, the more specific term shall control. If any portion of the Contract Documents shall be in conflict with any other portion, provisions contained in the Contract shall govern over conflicting provisions contained in the exhibits to the Contract.

B. Consultant enters into this Contract as an independent contractor and not as an employee of the City. The Consultant shall have no power or authority by this Contract to bind the City in any respect. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Consultant are employees, agents, contractors or subcontractors of the Consultant and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Consultant by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this Contract.

C. The Consultant agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research.

2. TERM OF CONTRACT
A. The services of Consultant are to commence upon execution of this Contract by the City, and shall be undertaken and completed in accordance with the Schedule of Performance attached hereto and incorporated herein by this reference as Exhibit “B” and terminate on July 31, 2025.
193
Attachment 2
2 B. Consultant’s failure to complete work in accordance with the Schedule of Performance may result in delayed compensation as described in Section 3.

C. The City Manager or his or her designee may, by written instrument signed by the Parties, extend the duration of this Contract for a period of two years in the manner provided in Section 5, provided that the extension does not require the payment of compensation in excess of the maximum compensation set forth in Section 3, Compensation.

3. COMPENSATION:

A. The Consultant shall be paid monthly for the actual fees, costs and expenses for all time and materials required and expended, but in no event shall total compensation exceed Eight Hundred Thirty-Four Thousand, Two Hundred Fifty-One Dollars and 90 Cents ($834,251.90), without City’s prior written approval. Consultants’ fees shall be as specified in the Schedule of Fees, which is attached hereto an incorporated herein as Exhibit "C".

B. Said amount shall be paid upon submittal of a monthly billing, showing completion of the tasks that month. Consultant shall furnish City with invoices for all expenses as well as for all materials authorized by this Contract. The invoices shall be submitted with the monthly billings.

If Consultant’s performance is not in conformity with the Schedule of Performance, payments may be delayed or denied, unless the Consultant’s failure to perform in conformity with the Schedule of Performance is a documented result of the City’s failure to conform with the Schedule of Performance, or if the Schedule of Performance is extended pursuant to Section 5.

C. If the work is halted at the request of the City, compensation shall be based upon the proportion that the work performed bears to the total work required by this Contract, subject to Section 4.

4. TERMINATION:

A. This Contract may be terminated by either party, provided that the other party is given not less than 60 calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate.

B. The City may temporarily suspend this Contract, at no additional cost to City, provided that the Consultant is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If City gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Contract.

C. Notwithstanding any provisions of this Contract, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Consultant, and the City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due the City from Consultant is determined.

D. In the event of termination, the Consultant shall be compensated as provided for in this Contract, except as provided in Section 4C. Upon termination, the City shall be entitled to all work, including but not limited to, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date in accordance with Section 7 hereof.

5. AMENDMENTS, CHANGES OR MODIFICATIONS:
194
Attachment 2
3 Amendments, changes or modifications in the terms of this Contract may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties hereto.

6. EXTENSIONS OF TIME:

Consultant may, for good cause, request extensions of time to perform the services required hereunder. Such extensions shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this Contract or the attached Work Program in the manner provided in Section 5.

7. PROPERTY OF CITY:

A. It is mutually agreed that all materials prepared by the Consultant under this Contract shall become the property of the City, and the Consultant shall have no property right therein whatsoever. Immediately upon termination, the City shall be entitled to, and the Consultant shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials as may have been prepared or accumulated to date by the Consultant in performing this Contract which is not Consultant’s privileged information, as defined by law, or Consultant’s personnel information, along with all other property belonging exclusively to the City which is in the Consultant’s possession.

B. Additionally, it is agreed that the parties intend this to be a contract for services and each considers the products and results of the services to be rendered by Consultant hereunder (the “Work”) to be a work made for hire. Consultant acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of the City. Reuse of any of the materials or documents described in Paragraph 7.A by the City on any other project without the written permission of the Consultant, shall be at the City's sole risk and the City agrees to defend, indemnify and hold harmless the Consultant from all claims, damages and expenses, including attorney's fees, arising out of such unauthorized reuse by the City or by others acting through the City. The Consultant is not responsible and liability is waived by the City as against the Consultant for use by the City or any other person of any data, reports, plans or drawings not signed by the Consultant.

8. COMPLIANCE WITH ALL LAWS:

A. Consultant shall comply with all applicable laws, ordinances, and codes of federal, State and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract.

B. Consultant warrants to the City that it is licensed by all applicable governmental bodies to perform this Contract and will remain so licensed throughout the progress of the Work, and that it has, and will have, throughout the progress of the Work, the necessary experience, skill and financial resources to enable it to perform this Contract.

9. WARRANTIES AND RESPONSIBILITIES - CONSULTANT:
195
Attachment 2
4 A. Consultant agrees and represents that it is qualified to properly provide the services set forth in Exhibit “A” in a manner which is consistent with the generally accepted standards of Consultant’s profession.

B. Consultant agrees and represents that the work performed under this Contract shall be in accordance with applicable federal, State and local law in accordance with Section

17.A hereof.

C. Consultant shall designate a project manager who at all times shall represent the Consultant before the City on all matters relating to this Contract. The project manager shall continue in such capacity unless and until he or she is removed at the request of the City, is no longer employed by Consultant, or is replaced with the written approval of the City, which approval shall not be unreasonably withheld.

D. Consultant shall provide corrective services without charge to the City for services which fail to meet the above professional and legal standards and which are reported to Consultant in writing within sixty (60) days of discovery. Should Consultant fail or refuse to perform promptly its obligations, the City may render or undertake performance thereof and the Consultant shall be liable for any expenses thereby incurred.

10. SUBCONTRACTING:

As described in "Exhibit A", certain work under this Contract will be performed by subcontractors. Except as provided in "Exhibit A", none of the services covered by this Contract shall be subcontracted without the prior written consent of the City, which will not be unreasonably withheld. Consultant shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Consultant.

11. ASSIGNABILITY:

Consultant shall not assign or transfer any interest in this Contract whether by assignment or novation, without the prior written consent of the City which will not be unreasonably withheld.

However, claims for money due or to become due Consultant from the City under this Contract may be assigned to a financial institution, or to a trustee in bankruptcy, without such approval.

Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City.

12. INTEREST IN CONTRACT:

Consultant covenants that neither it, nor any of its employees, agents, contractors, subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Contract, nor any other interest which would conflict in any manner or degree with the performance of its services hereunder. Consultant shall make all disclosures required by the City’s conflict of interest code in accordance with the category designated by the City, unless the City Manager determines in writing that Consultant’s duties are more limited in scope than is warranted by the category designated by the City code and that a narrower disclosure category should apply. Consultant also agrees to make disclosure in compliance with the City conflict of interest code if, at any time after the execution of this Contract, City determines and notifies Consultant in writing that Consultant’s duties under this Contract warrant greater disclosure by Consultant than was originally contemplated. Consultant shall make disclosures in the time, place 196
Attachment 2
5 and manner set forth in the conflict of interest code and as directed by the City.

13. MATERIALS CONFIDENTIAL:

All of the materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order.

14. LIABILITY OF CONSULTANT-NEGLIGENCE:

Consultant shall be responsible for performing the work under this Contract in a manner which is consistent with the generally accepted standards of the Consultant’s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Consultant or its employees, agents, contractors or subcontractors.

15. INDEMNITY AND LITIGATION COSTS:

Consultant shall protect, hold free and harmless, defend and indemnify the City, its consultants, and each of their officers, employees and agents, from any and all liability, penalties, costs, losses, damages, expenses, causes of action, claims or judgments, including attorney’s fees and expenses of litigation arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Consultant, its employees or anyone else employed by the Consultant in the performance of professional design services under this agreement, to the extent of the Consultant’s proportionate percentage of fault.

To the extent permitted by Civil Code section 2782.8, for all other claims unrelated to the provision of professional design services, the Consultant shall protect, hold free and harmless, defend and indemnify the City, its consultants, and each of their officers, employees and agents, from any and all liability, penalties, costs, losses, damages, expenses, causes of action, claims or judgments, including attorney’s fees and expenses of litigation, which arise out of or are in any way connected with the Consultant’s, or its subcontractors’ or suppliers’, performance under this agreement or failure to comply with any of the obligations contained in the agreement. This indemnity shall imply no reciprocal right of the Consultant in any action on the agreement pursuant to California Civil Code section 1717 or section 1717.5. To the fullest extent legally permissible, this indemnity, defense and hold harmless agreement by the Consultant shall apply to any and all acts or omissions unrelated to the provision of professional design services, whether active or passive, on the part of the Consultant or its agents, employees, representatives, or subcontractor’s agents, employees and representatives, resulting in claim or liability, irrespective of whether or not any acts or omissions of the parties to be indemnified hereunder may also have been a contributing factor to the liability, except such loss or damage which was caused by the active negligence, the sole negligence, or the willful misconduct of the City.

16. CONSULTANT TO PROVIDE INSURANCE:

B. Prior to execution of this Contract and prior to commencement of any work, the Consultant shall furnish the City with certificates of insurance and copies of endorsements providing evidence of coverage for all policies required by the Contract. The Consultant and its contractors and subcontractors shall, at their expense, maintain in effect at all times during the performance of work under the Contract not less than the following coverage and limits of insurance, which shall be maintained with insurers and under forms of policy satisfactory to the City. The maintenance by Consultant and its contractors and subcontractors of the following coverage and limits of insurance is a material element of this Contract. The failure of Consultant or of any of its contractors or subcontractors to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of this Contract. Approval of the insurance by the City shall not relieve or decrease any liability of Consultant.

1. Worker’s Compensation and Employer’s Liability Insurance a. Worker’s Compensation - Insurance to protect the Consultant, its contractors and subcontractors from all claims under Worker’s Compensation and Employer’s Liability Acts, including Longshoremen’s and Harbor Worker’s Act (“Acts”), if applicable. Such coverage shall be maintained, in type and amount, in strict compliance with all applicable state and Federal statutes and regulations.

The Consultant shall execute a certificate in compliance with Labor Code Section 1861, on the form provided in the Contract Documents.
b. Consultant shall provide a Waiver of Subrogation endorsement in favor of the City, its officers, officials, employees, agents and volunteers for losses arising from work performed by the Consultant.

2. Commercial General Liability Insurance
a. The insurance shall be provided on form CG0001, or its equivalent, and shall include coverage for claims for bodily injury or property damage arising out of premises/operations, products/completed operations, contractual liability, and subconsultant’s work and personal and advertising injury resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $1,000,000 per occurrence and $2,000,000 general and products/completed operations aggregates. b. The commercial general liability insurance shall also include the following:
i. Endorsement equivalent to CG 2010 0714 naming the City, its officers, officials, employees, agents, and volunteers as additional insureds. The endorsement shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.
ii. Endorsement stating insurance provided to the City shall be primary as respects the City, its officers, officials, employees and any insurance or self-insurance maintained by the City, its officers, officials, 198
Attachment 2
7 employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it, to the payment or satisfaction of any defense expenses, loss, or judgment.
iii. Provision or endorsement stating that the Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

3. Commercial Automobile Insurance
a. The insurance shall include, but shall not be limited to, coverage for claims for bodily injury or property damage for owned, non-owned, and hired automobiles resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $1,000,000 per accident.
b. The commercial automobile insurance shall include the same endorsements required for the commercial general liability policy (see Section

16.B.2.b).

4. Professional Liability. The Consultant and its contractors and subcontractors shall secure and maintain in full force, during the term of this Contract and for five years thereafter, professional liability insurance policies appropriate to the respective professions and the work to be performed as specified in this Contract. The limits of such professional liability insurance coverage shall not be less than $1,000,000 per claim.

C. In addition to any other remedy the City may have, if Consultant fails to maintain the insurance coverage as required in this Section, the City may obtain such insurance coverage as is not being maintained, in form and amount substantially the same as is required herein, and the City may deduct the cost of such insurance from any amounts due or which may become due Consultant under this Contract.

D. No policy required by this Contract shall be suspended, cancelled, terminated by either party, or reduced in coverage or in limits unless Consultant has provided thirty (30) days prior written notice by certified mail, return receipt requested, to the City.

E. Any deductibles or self-insured retentions in excess of $10,000 must be declared to, and approved by, the City.

F. The requirement as to types, limits, and the City’s approval of insurance coverage to be maintained by Consultant are not intended to, and shall not in any manner, limit or qualify the liabilities and obligations assumed by Consultant under the Contract.

17. MISCELLANEOUS PROVISIONS:

A. Consultant shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, 199
Attachment 2
8 regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work.

B. Consultant shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person’s race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship, or sexual orientation.

C. Consultant shall maintain and make available for inspection by the City and its auditors accurate records of all of its costs, disbursements and receipts with respect to any work under this Contract. Such inspections may be made during regular office hours at any time until six (6) months after the final payments under this Contract are made to the Consultant.

D. This Contract constitutes the entire agreement between the parties relative to the services specified herein and no modification hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Contract. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in the writing.

E. All notices that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties at the following addresses:

City: City of West Sacramento
1110 West Capitol Avenue
West Sacramento, CA 95691
Attention: Parks and Recreation Director

Consultant: Douglas Environmental
1517 28th Street
Sacramento, CA 95816
Attention: Doug Brown
F. This Contract shall be interpreted and governed by the laws of the State of California.

G. Any action arising out of this Contract shall be brought and maintained in Yolo County California, regardless of where else venue may lie.

H. In any action brought by either party to enforce the terms of this Contract, each party shall bear responsibility for its attorney’s fees and all costs regardless of whether one party is determined to be the prevailing party.

I. Executive Order N-6-22 – Russia Sanctions
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that 200
Attachment 2
9 are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

J. Parties agree and acknowledge that this Contract is funded in whole or in part by a Sacramento-San Joaquin Delta Conservancy grant, and that as recipients of such grant, Parties must comply with the terms and conditions as set forth in the grant as follows:

NON-DISCRIMINATION CLAUSE
During the performance of this Agreement, Grantee and its subcontractors shall not deny the contract’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Grantee shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Grantee and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, § 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, title 2 of the Government Code (Gov. Code, §§ 11135-11139.5). Grantee shall permit access by representatives of the Department of Fair Employment and Housing and the awarding State agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require ascertaining compliance with this clause. Grantee and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement (Cal. Code Regs., tit. 2, § 11105). Grantee shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.
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Attachment 2
10 CITY OF WEST SACRAMENTO
By: __________________________
Aaron Laurel, City Manager
ATTEST:

By: _______________________
Jennifer Cusmir, City Clerk
APPROVED AS TO FORM:

By: _______________________
Jeffrey Mitchell, City Attorney
Douglas Environmental
By: _________________________
Title: Doug Brown, Principal
202

EXHIBIT A
Scope of Work
The Bees Lakes Habitat Restoration Plan and Public Access Improvements Project (Project) includes design, permitting and implementation work that requires coordination and phasing from a multidisciplinary team. This phase of the Project (Phase One) includes completing design for recreational access improvements (to be completed by HDR under a separate agreement), design of the ecological restoration components, design of the water quality elements, and design of the site signage. Phase one also includes submitting the necessary permit applications and working with the permitting agencies to secure all of the Project’s necessary permits, as well as implementing the restoration components and pond improvements. All of the services completed under this scope of work are considered Professional Design Services.

Project Management – Douglas Environmental will be the team lead for the Project and will be responsible for monitoring and reporting on the Project objectives and deliverables, and invoicing for work completed by the team (i.e., GEI, cbec, and Lucy and Company). Douglas Environmental will also assist GEI in completing the permitting effort for the Project and will pay for any permit fees up to the total of $18,742, as identified in the cost proposal provided below.

Design – The Project will include four distinct design efforts. HDR will prepare the recreational improvement design plans (under a separate agreement) and GEI will prepare the restoration design plans for all of the restoration components included in the Final Bees Lakes Habitat Restoration Plan (May 24, 2020). Cbec and Intrinsyx (under contract to cbec) will prepare the floating wetland island and pond aeration design plans. Lucy and Company will convene stakeholders and based on their input, will prepare design plans for the informational kiosk and educational signage.

Permitting – This task includes submitting permit applications for all of the Project components.

The necessary applications for the permits will be submitted by the Douglas Environmental Team, working closely with the applicable agencies in an effort to secure the following permits:
 Rivers and Harbors Act Section 408 Permit from USACE
 Clean Water Act (CWA) 404 Permit from the USACE
 CWA Section 401 Water Quality Certification from State Water Board  Encroachment Permit from the Central Valley Flood Protection Board  National Historic Preservation Act Section 106
 Federal Endangered Species Act Section 7 Consultation with USFWS  Incidental Take Permit from California Department of Fish and Wildlife  Delta Stewardship Council Delta Plan Consistency Determination Implementation of Habitat Restoration – Once the design plans are completed and all the necessary permits are secured, the City will solicit bids from restoration contractors and will select a winning bid consistent with City contracting requirements. Once selected, the restoration contractor will work under the direction of GEI, as a member of the Douglas Environmental consultant team, to initiate focused removal and control of target invasive species at the site. The goal of the invasive plant removal is to significantly decrease the abundance of target invasive species and increase abundance of native understory species to improve and sustain native plant community health and diversity. Invasive plant removal will be conducted consistent with the Final Bees Lakes Habitat Restoration Plan (May 24, 2020) and 203
Attachment 2
2 will occur over two seasons in a targeted manner to minimize impacts to native vegetation.

To enhance and expand riparian woodland habitat at the project site, approximately 1.6 acres of mixed riparian woodland dominated by Fremont cottonwood will be planted at GEI’s direction at two locations on the northeast and southwest ends of the Project site. Planted trees and shrubs will receive supplemental irrigation over a three-year establishment period. Temporary exclusion fencing and signage will be installed during the establishment period around the planting areas to protect plants and irrigation systems.

Deliverables include:
 Conduct Invasive Species Removal and Control Efforts
 Conduct Riparian Woodland Planting
 Supply Supplemental Irrigation
 Install Temporary Exclusion Fencing and Signage
 Photos of Restoration in Progress to be Included with Quarterly Reports Implementation of the Pond Works – As a member of the Douglas Environmental team, cbec will coordinate with Intrinsyx to install submerged or floating aeration diffusion devices to increase pond aeration and water circulation within the two ponds. These devices are expected to decrease algae growth and increase habitat suitability for fishes and other aquatic life (e.g., mosquito fish). This includes installing all required electrical connections. cbec will coordinate with Intrinsyx to also install artificial floating wetland islands within the large pond. These islands will be built to be sufficiently buoyant to float and hold soil mix, robust wetland vegetation and wildlife. The islands will be planted with specific plant species that are conducive to absorbing chemicals and elements evident in the water bodies.

The equipment costs for the aeration devices and floating islands are identified as a separate line item in the grant budget (See Spreadsheet Tab 6-Equipment) that includes $436,000 that are not included in this contract. The City of West Sacramento will contract directly with cbec for this equipment expense.

Deliverables include:
 Install Aeration Diffusion Devices and Required Electrical Connections  Install Floating Wetland Islands
 Photos of Pond Works in Progress to be Included with Quarterly Reports Monitoring and Maintenance – Once the habitat restoration clearing and grubbing is complete, GEI will work with the Restoration Contractor to document a new baseline following invasive plant removal, site preparation and clean-up. Temporary impact areas will be reseeded with a riparian seed mix and native grassland seed mix, as appropriate. The reseeded areas will be monitored for establishment success. GEI will provide maintenance and monitoring of the restoration components for the duration of the grant period (until July 31, 2025).

After the aeration and floating island improvements have been installed, cbec will be responsible for monitoring the pond water quality, the aeration devices and the floating islands for the duration of the grant period (until July 31, 2025). Plant materials within the floating islands will be replaced at least once during the grant period and water quality testing will be 204
Attachment 2
3 performed to evaluate the changes in water quality and benefits of the floating islands. These islands will provide nesting, basking, cover, foraging, and fishing habitat for multiple bird species and western pond turtles.

Following the end of the grant period (July 31, 2025), the City’s Parks and Recreation Department will be responsible for site monitoring and maintenance activities and ensuring the project is achieving the restoration objectives.

Deliverables include:
 Reseed Temporary Impact Areas
 Replace Wetland Island Plant Material
 Provide Water Quality Test Results
 Maintenance and Monitoring Summary Reports for Inclusion in the Quarterly Reports  Photos to be Included with Quarterly Reports.

Stakeholder Outreach and Educational Signage Design – Lucy and Company will initiate a stakeholder engagement process that will include local community stakeholders, tribes, and City staff. The City’s Parks, Recreation and Intergenerational Services Commission and the Arts, Culture and Historic Preservation Commission will be used as public forums for this outreach.

The outreach effort will include up to five meetings that will be used to inform stakeholders about the anticipated construction activities and to specifically solicit input on the development and refinement of the educational themes, narrative and graphics for the informational kiosk and educational signage. The fabrication and installation of signage will be conducted under a separate construction contract solicited by the City.

Deliverables include:
 Draft Narratives and Designs
 Final Narratives and Designs
 Meeting Notes from Stakeholder Outreach and Commission Meetings 205
Attachment 2
4 EXHIBIT B
Schedule of Performance
Contract Start Date September 21, 2022 or upon final execution Team Kick off meeting Between September 21, 2022 and
October 30, 2022
Recreation and Access Design September 2022 to October 2023 Restoration Design September 2022 to October 2023
Final Floating Islands Design September 2022 to October 2023 Permitting through USACE
State Water Board
Central Valley Flood Protection Board
National Historic Preservation Act (Section 106
Federal Endangered Species Act (Section 7)
CDFW Incidental Take Permit
Delta Stewardship Council- Delta Consistency
October 2023 to June 2024
Construction and Restoration Contractor(s)
Solicitation Package
Construction and Restoration Contract(s)
October 2023 to January 2024
Conduct Invasive Species Removal and Control
Efforts
Conduct Riparian Woodland Planting
Reseed Temporary Impact Areas
Install Aeration Diffusion Device
Place Floating Wetland Islands
June 2024 to May 2025
Photos of construction in progress to be included
with quarterly reports.

Photos of main project elements, including (but
not limited to) the trail, access points, and
viewing platform
June 2025 to July 2025
Contract End Date July 31, 2025
206
Attachment 2
5 EXHIBIT C
Schedule of Fees
207

EXHIBIT D
CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700
[Labor Code § 1861]
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

Douglas Environmental
By:

Doug Brown, Principal
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2 EXHIBIT E

LABOR COMPLIANCE

1. PREVAILING WAGE
A. The Work contemplated herein constitutes a public work within the meaning of Labor Code sections 1720 and 1771. It shall be mandatory upon the Consultant and upon any Subcontractor, to pay not less than the said specified prevailing rates of wages to all workers employed by them under the Contract in accordance with Labor Code section 1774. The Director of the Department of Industrial Relations ("DIR") of the State of California has determined the general prevailing rate of wages of per diem wages in the locality in which the work is to be performed for each craft or type of worker needed to execute the Contract. The Consultant acknowledges that it has examined the prevailing rate of per diem wages as established by the DIR. Copies of the current schedules for prevailing wages are on file at City Hall, and the contents of those schedules are incorporated herein as if set forth in full. The Consultant shall post a copy of the applicable prevailing wage determinations at each job site, along with any other work place posters required by law.

B. The City will not recognize any claims for additional compensation because of the payment of prevailing wages. The possibility of wage increases is one of the elements to be considered by the Consultant in determining its proposal, and will not under any circumstances be considered as the basis of a claim against the City.

C. By executing this Contract Consultant warrants that it has registered with the Department of Industrial Relations in accordance with Labor Code section 1725.5.

2. PREVAILING WAGE RECORDS
A. The Consultant and each subcontractor shall keep an accurate payroll record which shows the name, address, social security number, correct work classification (in accordance with the wage decision), both straight and overtime worked each day and week, and hourly rate of pay, gross wages earned, deductions made and net wages paid to each journeyman, apprentice, worker or other employee paid by the Consultant /subcontractor in connection with the Work. These payroll records shall be certified and shall be made available at Consultant's principal office. These records shall be maintained during the course of the Work.

The Consultant and all subcontractors shall make the certified payroll records available for inspection by City representatives upon request and shall permit such representatives to interview employees during the work hours on the job site.

B. The City shall notify the Consultant in writing of any discrepancies or violations that are discovered during such inspections. Written notification pursuant to this Section shall include the actions that will be necessary to resolve the discrepancies and/or violations. The Consultant shall be held entirely responsible for the prompt resolution of all non-compliances with the prevailing wage laws, including those pertaining to all subcontractors and any lower-tier subcontractors. The Consultant shall forfeit as penalty to the City the amount specified by law for each calendar day or portion thereof for each worker (whether employed by the Consultant or any subcontractor) paid less than the stipulated prevailing rates for any work done under the Contract in violation of the provisions of the Labor Code and in particular, Section 1775.

C. To the extent applicable, Consultant and subcontractors shall maintain and furnish to the Department of Industrial Relations ("DIR"), a certified copy of each weekly payroll (but no 209
3 less often than monthly), with a statement of compliance signed under penalty of perjury. Such certified payroll reports shall be transmitted electronically to the DIR.

D. The City will not recognize any claims for additional compensation because of the payment of the prevailing wages. The possibility of wage increases is one of the elements to be considered by the Consultant in entering into the Contract, and will not under any circumstances, other than delays caused by the City, or the City’s agents, be considered as the basis of a claim against the City.

3. Labor Discrimination
Attention is directed to Section 1735 of the Labor Code, which reads as follows:
“No discrimination shall be made in the employment of persons upon public works because of their race, color, national origin or ancestry, physical handicap, mental condition, marital status, or sex of such person, except as provided in Section 12940 of the Government Code, and every General Contractor for public works violating this section is subject to all the penalties imposed for a violation of this chapter.”
4 Eight-Hour Day Limitation
(a) In accordance with the provisions of the Labor Code, and in particular, Sections 1810 to 1815 thereof, inclusive, incorporated herein by reference, eight hours labor shall constitute a day's work, and no worker in the employ of Consultant, or any Subcontractor, doing or contracting to do any part of the work contemplated by the Contract, shall be required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of those provisions; provided that subject to Labor Code Section 1815, a worker may perform work in excess of either eight (8) hours per day or forty (40) hours during any one week upon compensation for all hours worked in excess of eight (8) hours per day or forty (40) hours during any one week at not less than one and one-half times the basic rate of pay.
(b) The Consultant and each Subcontractor shall also keep an accurate record showing the names and actual hours worked of all workers employed by them in connection with the Contract. This record shall be open at all reasonable hours to the inspection of the City. It is hereby further agreed that, except as provided in (a) above, the Consultant shall forfeit as a penalty to the City the sum of twenty-five dollars ($25) for each worker employed in the performance of the Contract by the Consultant or by any of its Subcontractors for each calendar day during which such worker is required or permitted to labor more than eight (8) hours in and one calendar day and forty (40) hours in any one calendar week in violation of Sections 1810 through 1815.

5. Compliance with State Requirements for Employment of Apprentices The Consultant's attention is directed to Section 1777.5 of the Labor Code. Provisions of said Section pertaining to employment of registered apprentices are hereby incorporated by reference into this Contract. As applicable, the Consultant or any Subcontractor employed by the Consultant in the performance of this Contract shall take such actions as necessary to comply with the provisions of Section 1777.5.
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Attachment 3

CONTRACT FOR SERVICES
THIS CONTRACT is made on November 2, 2022, by and between the CITY OF WEST SACRAMENTO (“City”), and HDR Engineering, Inc. (“Consultant”).

WITNESSETH:

WHEREAS, the City desires HDR Engineering, Inc. to lead the design effort for Phase One of the Bees Lakes Habitat Restoration Plan and Public Access Improvements Project; WHEREAS, the Consultant presented a proposal for services to implement the Bees Lakes Habitat Restoration Plan and Public Access Improvements to the City, through two Delta Conservancy Grant applications, and is duly licensed, qualified and experienced to perform those services;
NOW, THEREFORE, the parties hereto mutually agree as follows:

1. SCOPE OF SERVICES:

2. TERM OF CONTRACT
A. The services of Consultant are to commence upon execution of this Contract by the City, and shall be undertaken and completed in accordance with the Schedule of Performance attached hereto and incorporated herein by this reference as Exhibit “B” and terminate on June 30, 2024.
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B. Consultant’s failure to complete work in accordance with the Schedule of Performance may result in delayed compensation as described in Section 3.

3. COMPENSATION:

A. The Consultant shall be paid monthly for the actual fees, costs and expenses for all time and materials required and expended, but in no event shall total compensation exceed Two Hundred, Seventy-Six Thousand, Nine Hundred Seventy-Two dollars ($276,972), without City’s prior written approval. Consultants’ fees shall be as specified in the Schedule of Fees, which is attached hereto an incorporated herein as Exhibit "C".

C. If the work is halted at the request of the City, compensation shall be based upon the proportion that the work performed bears to the total work required by this Contract, subject to Section 4.

4. TERMINATION:

5. AMENDMENTS, CHANGES OR MODIFICATIONS:
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Amendments, changes or modifications in the terms of this Contract may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties hereto.

6. EXTENSIONS OF TIME:

7. PROPERTY OF CITY:

8. COMPLIANCE WITH ALL LAWS:

9. RESPONSIBILITIES - CONSULTANT:

A. Consultant agrees and represents that it is qualified to properly provide the services set forth in Exhibit “A” in a manner which is consistent with the generally accepted standards of Consultant’s profession.
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B. Consultant agrees and represents that the work performed under this Contract shall be in accordance with applicable federal, State and local law in accordance with Section

17.A hereof.

10. SUBCONTRACTING:

11. ASSIGNABILITY:

Consultant shall not assign or transfer any interest in this Contract whether by assignment or novation, without the prior written consent of the City which will not be unreasonably withheld.

However, claims for money due or to become due Consultant from the City under this Contract may be assigned to a financial institution, or to a trustee in bankruptcy, without such approval.

Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City.

12. INTEREST IN CONTRACT:

Consultant covenants that neither it, nor any of its employees, agents, contractors, subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Contract, nor any other interest which would conflict in any manner or degree with the performance of its services hereunder. Consultant shall make all disclosures required by the City’s conflict of interest code in accordance with the category designated by the City, unless the City Manager determines in writing that Consultant’s duties are more limited in scope than is warranted by the category designated by the City code and that a narrower disclosure category should apply. Consultant also agrees to make disclosure in compliance with the City conflict of interest code if, at any time after the execution of this Contract, City determines and notifies Consultant in writing that Consultant’s duties under this Contract warrant greater disclosure by Consultant than was originally contemplated. Consultant shall make disclosures in the time, place and manner set forth in the conflict of interest code and as directed by the City.

13. MATERIALS CONFIDENTIAL:
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All of the materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order.

14. LIABILITY OF CONSULTANT-NEGLIGENCE:

15. INDEMNITY AND LITIGATION COSTS:

Consultant shall protect, hold free and harmless, defend and indemnify the City, and its officers, employees and agents, from any and all liability, penalties, costs, losses, damages, expenses, causes of action, claims or judgments, including reasonable attorney’s fees and expenses of litigation arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Consultant, its employees or anyone else employed by the Consultant in the performance of professional design services under this agreement, to the extent of the Consultant’s proportionate percentage of fault.

To the extent permitted by Civil Code section 2782.8, for all other claims unrelated to the provision of professional design services, the Consultant shall protect, hold free and harmless, defend and indemnify the City, and its officers, employees and agents, from any and all liability, penalties, costs, losses, damages, expenses, causes of action, claims or judgments, including reasonable attorney’s fees and expenses of litigation, which arise out of or are in any way connected with the Consultant’s, or its subcontractors’ or suppliers’ negligent performance under this agreement, willful misconduct, violation of laws, or failure to comply with any of the obligations contained in the agreement. This indemnity shall imply no reciprocal right of the Consultant in any action on the agreement pursuant to California Civil Code section 1717 or section 1717.5. To the fullest extent legally permissible, this indemnity, defense and hold harmless agreement by the Consultant shall apply to any and all negligent or wrongful acts or omissions unrelated to the provision of professional design services, whether active or passive, on the part of the Consultant or its agents, employees, representatives, or subcontractor’s agents, employees and representatives, resulting in claim or liability, irrespective of whether or not any acts or omissions of the parties to be indemnified hereunder may also have been a contributing factor to the liability, except such loss or damage which was caused by the active negligence, the sole negligence, or the willful misconduct of the City.

16. CONSULTANT TO PROVIDE INSURANCE:

A. Consultant shall not commence any work before obtaining, and shall maintain in force at all times during the duration and performance of this Contract, the policies of insurance specified in this Section. Such insurance must have the approval of the City as to limit, form, and amount, and shall be placed with insurers with a current A.M. Best’s rating of no less than A VII (an NR rating is acceptable for Worker’s Compensation insurance written with the State Compensation Insurance Fund of California).
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B. Prior to execution of this Contract and prior to commencement of any work, the Consultant shall furnish the City with certificates of insurance and copies of endorsements providing evidence of coverage for all policies required by the Contract. The Consultant and its contractors and subcontractors shall, at their expense, maintain in effect at all times during the performance of work under the Contract not less than the following coverage and limits of insurance, which shall be maintained with insurers and under forms of policy satisfactory to the City. The maintenance by Consultant and its contractors and subcontractors of the following coverage and limits of insurance is a material element of this Contract. The failure of Consultant or of any of its contractors or subcontractors to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of this Contract. Approval of the insurance by the City shall not relieve or decrease any liability of Consultant.

2. Commercial General Liability Insurance
a. The insurance shall be provided on form CG0001, or it’s equivalent, and shall include coverage for claims for bodily injury or property damage arising out of premises/operations, products/completed operations, contractual liability, and subconsultant’s work and personal and advertising injury resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $1,000,000.00 per occurrence and $2,000,000 general and products/completed operations aggregates. b. The commercial general liability insurance shall also include the following:
i. Endorsement equivalent to CG 2010 0714 naming the City, its officers, officials, employees, agents, and volunteers as additional insureds. The endorsement shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.
ii. Endorsement stating insurance provided to the City shall be primary as respects the City, its officers, officials, employees and any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance 216
and shall not contribute with it, to the payment or satisfaction of any defense expenses, loss, or judgment.
iii. Provision or endorsement stating that the Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

3. Commercial Automobile Insurance
a. The insurance shall include, but shall not be limited to, coverage for claims for bodily injury or property damage for owned, non-owned, and hired automobiles resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $1,000,000.00 per accident.
b. The commercial automobile insurance shall include the same endorsements required for the commercial general liability policy (see Section

16.B.2.b).

E. Any deductibles or self-insured retentions in excess of $100,000 must be declared to, and approved by, the City.

17. MISCELLANEOUS PROVISIONS:

A. Consultant shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, 217
regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work.

City: City of West Sacramento
1110 West Capitol Avenue
West Sacramento, CA 95691
Attention: Parks and Recreation Director

Consultant: HDR Engineering, Inc.
2379 Gateway Oaks Drive, Suite 200
Sacramento, CA 95833
Attention: Tom Chapman
F. This Contract shall be interpreted and governed by the laws of the State of California.

G. Any action arising out of this Contract shall be brought and maintained in Yolo County California, regardless of where else venue may lie.

I. Executive Order N-6-22 – Russia Sanctions
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that 218
are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

K. Any opinions of probable project cost or probable construction cost provided by Consultant are made on the basis of Consultant’s experience and qualifications, and represents its judgment as an experienced and qualified professional engineer. However, since Consultant has no control over the cost of labor, materials, equipment or services furnished by others, or over competitive bidding or market conditions, Consultant does not guarantee that proposals, bids, or actual project or construction cost will not vary from opinions of probable cost Consultant prepares.
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CITY OF WEST SACRAMENTO
By: _______________________________
Aaron Laurel, City Manager
ATTEST:

By: _______________________
Jennifer Cusmir, City Clerk
APPROVED AS TO FORM:

By: _______________________
Jeffrey Mitchell, City Attorney

CONSULTANT
By: _________________________
Title: Holly L. L. Kennedy, PE
Senior Vice President, HDR
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EXHIBIT A
Consultant Proposal/Scope of Work
The Bees Lakes Restoration Plan implementation will require coordination and phasing from a multidisciplinary team. HDR will advance the previously developed 65% design of the recreational access improvements. This phase of the Plan implementation includes completing 90% design for all recreational access improvements and 100% design of specific features for construction. Features to be constructed are shown in Figure 1 and listed here:
 Access ramp from Chicory Loop down to site
 Approximately 1,395 linear feet of recreation trail leading from ramp to large pond  700-square foot viewing platform at southeast end of large pond  Informational kiosk
 Educational signage

1. Project Management
HDR will manage the project and maintain project scope, schedule, budget, and quality.

Activities will include communicating with the City’s project manager (PM) and preparing monthly invoices and progress reports.

Deliverable: Monthly invoices and progress reports.

Assumption: Bi-weekly meetings with the City’s PM.

2. Complete Design Plans
a. 90% Design
HDR will progress the 65 percent Bees Lakes design (prepared by the consultant team in June 2020) to a 90 percent design level utilizing AutoCAD (version 2020) software for the full project implementation, allowing project components not included in this grant request to be ready for future funding opportunities. The 90 percent plans will include civil, structural, geotechnical, architectural, and utility designs.

HDR will prepare Technical Specifications in support of the 90 percent design. Specifications will be prepared using Construction Specialties Installation (CSI) MasterFormat. General and Special specification sections will be provided by the City.

HDR will prepare quantities and an OPCC for the 90 percent design. Quantities and estimates will be prepared in AutoCAD and Microsoft Excel. Appropriate contingencies will be added to the OPCC and the unit cost data will be based on local construction market conditions, quotes from vendors, previous project cost estimates, and reasonable assumptions of construction methodology and associated labor, equipment and material costs.

A 90 percent design package including, plans, technical specifications, and OPCC will be provided to the City for review and comment.

Deliverables:
 Half Size (11”x17”) PDFs plan sheets.
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 PDFs (8.5”x11”) of the OPCC.
 Word documents of the Technical Specifications
Assumptions:
 The 90% design submittal will be based on, and an update to, the previously prepared 65% designs.
 A Design Document Report (DDR) is not required.
 One iteration of the 90 percent submittal will be provided for City review and comment.  Informational kiosk and educational signage requirements will be provided by others. b. 100% Design
HDR will develop the 100% Design submittal which will progress the 90% designs for the specific features to be constructed (listed above and shown in Figure 1). The 100 percent design submittal will address comments received during review of the 90% submittal for those features to be constructed. The 100% Design submittal will include all applicable plans sheets, General and Special Provisions, proposal forms, and technical specifications. The OPCC will be updated to the 100% level for the specific features to be constructed.

The 100% submittal will be submitted to the City for final review and comment. HDR will submit a Final Bid Set addressing 100% comments. It will be used by the City for the construction solicitation package. HDR will respond to bidder questions as requested by the City.

Deliverables:
 Half Size (11”x17”) PDFs plan sheets.
 OPCC (PDF).
 Packaged Specifications (PDF) (Technical Spec
Assumptions:
 The 100% submittal will be used for bidding purposes.  Assume responding to up to 20 bidder questions.
 City will provide General and Special provisions and standard/proposal forms.  Informational kiosk and educational signage requirements will be provided by sign vendor. 222
Attachment 3
Figure 1: Bees Lakes Habitat Restoration and Public Access Improvements Project 223
Attachment 3
2235244.2 7203-004

EXHIBIT B
Schedule of Performance
Project Element Initiation Date Completion Date
Project Management October 2022 March 2024
90% Design October 2022 July 2023
100% Design July 2023 June 30, 2024
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2235244.2 7203-004

EXHIBIT C
Schedule of Fees
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2235244.2 7203-004

CONSULTANTS
By:

Holly L. L. Kennedy, PE
Senior Vice President, HDR
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CITY COUNCIL AGENDA REPORT
MEETING DATE: November 2, 2022 ITEM # 7
SUBJECT:

CONSIDERATION OF RESOLUTION 22-127 AUTHORIZING AN APPROPRIATION OF $133,301 FOR THE RENEWAL OF A CONTRACT WITH MICROSOFT FOR OFFICE 365

PRODUCTS

INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Jon Robinson, Deputy City Manager
City Manager’s Office
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
The purpose of this report is to request Council consideration of Resolution 22-127, which approves an appropriation of $133,301 to fund the renewal of the City’s contract with Microsoft for Office 365.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council:

1. Adopt Resolution 22-127, which approves an appropriation of $133,301 from the General Support Services Fund (Fund 104) to fund the renewal of the City’s contract with Microsoft for Office 365; and

2. Authorize the City Manager, or designee, to execute any documents necessary to effectuate the City’s continued use of Microsoft Office 365.

BACKGROUND
Office 365 is a suite of subscription services offered by Microsoft which includes the ubiquitous Microsoft Office product line (Excel, Word, PowerPoint, Outlook, Teams, etc.) as well as a variety of lesser known but critically important components that play an integral role in the City’s computing environment, such as SQL server. Every day, City staff rely upon these products to accomplish their work on behalf of West Sacramento residents and businesses.

The City’s use of Office 365 is governed by an enterprise agreement (EA) with Microsoft. The current EA expires on December 31, 2022. Enterprise Agreements with Microsoft are available in different tiers, each of which has different combinations of software tools included. Based on extensive discussions with Microsoft representatives, staff has concluded that the best value for the City is to move from the current tier (known as E3 in Microsoft parlance) to the E5 level, which provides a valuable array of security and other enhancements.

This staff report requests an appropriation to allow the City to enter into an updated EA to continue the City’s use of Office 365 and upgrade to the E5 level.

ANALYSIS
Microsoft is the industry standard, and the City’s entire computing environment is designed to operate Microsoft software. Therefore, the City must renew its Office 365 license in some form in order to maintain business continuity. Upgrading to the E5 tier as part of this obligatory transition offers a number of material advantages.

By upgrading to the E5 level, the City will improve security, and enable new tools to address ongoing challenges.

Attachment 1 provides a broad overview of the features found in the E5 tier of Microsoft Office 365. Several of the most important new features are summarized below.

Security
According to the 2022 Cybersecurity Almanac, a consumer or business suffered a ransomware attack every 11 seconds in 2021, a figure that is projected to drop to every two seconds by 2031. The global impact of cybercrime is projected to be $10.5 Trillion by 2025. Local jurisdictions including Galt, Lodi, and Sacramento Regional Transit (among others) have been victimized by ransomware in recent years, incurring substantial work disruptions and costs in the process.

The City has already taken care to protect its systems with a robust, layered system of security measures, which for obvious reasons will not be described in detail here. However, as with the legitimate side of technology, cyber criminals are always advancing, so it is important to constantly improve the City’s security posture in order to 227 Consideration of Resolution 22-127
November 2, 2022

Page 2 ends

maximize safety. Microsoft 365 includes a number of features that will materially enhance the security of the City’s systems. Some key improvements include:
• Microsoft Defender for Office 365 + Defender for Cloud Apps • Azure Identity Protection • Risk-Based Conditional Access • Security training tools, including attack simulations • New servers with improved security protections Some of these security features could overlay existing systems with similar functionality, providing a redundant level of protection. In other instances, the Microsoft product could replace an existing system, potentially creating operational savings. Staff plans to evaluate the new Office 365 products carefully once they’re in place in order to determine how best to deploy these resources to economically improve the City’s security posture.

Governance and Compliance Upgrades
As the amount of data necessary to conduct business grows, and cyber-criminals seeking to access that data become increasingly sophisticated, business and governmental entities are increasingly required to comply with regulatory standards imposed by their insurers, auditors, and/or other levels of government. For example, the City’s data storage and security practices are reviewed as part of its auditing process. The City’s ability to retain cyber threat insurance is also dependent on utilizing best practices that are supported by the tools summarized in this report.

Several features of the E5 tier of Microsoft Office 365 are designed to help the City meet applicable compliance standards, which in turn further enhances the security of the City’s computing environment. Examples include:
• Communications Compliance
• Privileged Access Management • Advanced Message Encryption • Information Governance Some of these compliance and governance features are new, while others expand upon existing City capabilities.

Cumulatively, the solutions noted above, as well as others that were not included in this summary, will help the City minimize the likelihood of data breaches and meet applicable compliance standards.

While there are no guarantees against cyberattack, the E5 level of Office 365 offers a material upgrade to the City’s cybersecurity and governance/compliance postures. Staff recommends that the Council adopt Resolution 22-127, which authorizes a budget appropriation of $133,301 from the General Support Services Fund (Fund 104) to pay for the extension of the City’s agreement with Microsoft for Office 365.

Environmental Considerations
This action is not a project that is subject to CEQA because it is not an activity that may cause either a direct or reasonably foreseeable indirect physical change in the environment. (Pub. Resources Code, § 21065; CEQA Guidelines §§ 15060(c), 15378(a).)
Commission Recommendation
N/A
Strategic Plan Integration
The recommended action supports all Council strategic planning goals by facilitating staff’s continued use of best-in-class software products.

Alternatives
The Council’s primary alternatives are summarized below:

1. Adopt Resolution 22-127, which approves an appropriation of $133,301 to fund the subject contract with Microsoft and authorize the City Manager or his designee to execute any documents necessary to effectuate the City’s continued use of Office 365.

2. Adopt Resolution 22-127, subject to Council-directed changes.

3. Decline to adopt Resolution 22-127.
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Consideration of Resolution 22-127
November 2, 2022

Page 3 ends

Alternative 1 is staff’s recommended action. Staff does not recommend Alternative 2, because Microsoft Office 365 is a necessity for the City’s business continuity, and the E5 tier offers a variety of features without which the City will become increasingly vulnerable to cyber-attack and other security issues. Staff strongly recommends against Alternative 3, because the City’s contract with Microsoft will expire without renewed funding.

Coordination and Review
This report was prepared by the City Manager’s Office, in cooperation with the Finance Department.

Budget/Cost Impact
Resolution 22-127 (see Attachment 2) requests $133,301 from the City’s General Support Services Fund (Fund 104) to fund the difference between the current budget allocation for Microsoft 365 and the anticipated annual cost of the contract renewal for FY 2022/2023. City’s General Support Services Fund (Fund 104) tracks expenses that are allocated to various City cost centers based on approved cost allocation methodology. The upcoming biennial budget will include allocations for Microsoft 365 for succeeding years.

ATTACHMENT(S)

1. Microsoft 365 Features Overview

2. Resolution 22-127
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Attachment 1
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Attachment 2
RESOLUTION 22-127

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO AUTHORIZING AN APPROPRIATION OF $133,301 TO FUND THE RENEWAL OF THE CITY’S CONTRACT WITH MICROSOFT FOR OFFICE 365
WHEREAS, the City Council adopted the biennial Operations and Maintenance (O&M) budget for fiscal years 2021/22 and 2022/23 on June 16, 2021; and WHEREAS, Office 365 is an industry standard suite of software products that enable the City’s staff to conduct their work; and
WHEREAS, the City’s existing contract with Microsoft for Office 365 expires on December 31, 2022; and
WHEREAS, the E5 tier of Microsoft Office 365 offers substantial advantages over the City’s current E3 license, allowing the City to improve the security and regulatory compliance of its computing environment; and
WHEREAS, the City wishes to procure an E5 license for Microsoft Office 365 as part of renewing its license agreement with Microsoft for FY 2022/2023 and beyond; and WHEREAS, the adopted budget for the Microsoft EA in FY 2022/2023 budget is $244,076, requiring additional appropriations of $133,301 in each year; and WHEREAS, the City’s General Support Services Fund (Fund 104) tracks expenses that are allocated to various City cost centers based on approved cost allocation methodology and the additional cost of $133,301 will be allocated to cost centers based on the approved cost allocation methodology; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of West Sacramento as follows:

1. The City Council hereby approves amendments to the O&M Budget for fiscal year 2022/23 as noted below:
$133,301 104-9034-5257 Software Maintenance
$133,301 TOTAL

2. The City Council hereby finds that the facts set forth in the recitals to this Resolution are true and correct and establish the factual basis for the City Council’s adoption of this Resolution.

3. This Resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED by the West Sacramento City Council this 2nd day of November, 2022, by the following vote:

AYES:

NOES:

ABSENT:

Martha Guerrero, Mayor
ATTEST:

Jennifer Cusmir, City Clerk
231

CITY COUNCIL AGENDA REPORT
MEETING DATE: November 2, 2022 ITEM # 8
SUBJECT:

PRESENTATION OF PROCLAMATION

RECOGNIZING NOVEMBER AS NATIVE AMERICAN HERITAGE MONTH
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ X ] Council [ ] Staff
[ ] Other
Meaghan Stiles, Program Manager
City Manager’s Office
ATTACHMENT [ X ] Yes [ ] No [ [ ] Information [ ] Direction [ X ] Action

OBJECTIVE
The purpose of this report is to recognize Native Americans’ contributions to our society and celebrate those contributions during the month of November.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council adopt a proclamation to recognize November as Native American Heritage Month and work to foster education, relationships, and cooperation with Native people.

BACKGROUND
When the City of West Sacramento was established in 1987, it was incorporated within an area of California that indigenous people, including those known as the Patwin or Southern Wintun, recognize as unceded territory. The Patwin people were forced from their ancestral lands onto rancherias during the early 1900s, where they currently reside, as citizens of three sovereign, federally recognized tribal governments, today known as the Yocha Dehe Wintun Nation, Kletsel Dehe Band of Wintun Indians, and Cachil Dehe Band of Wintun Indians.

In 2018, the City Council voted unanimously to approve the transfer of a riverfront property, known as the East Riverfront Property, to allow the state to build a $100 million California Indian Heritage Center. The 43-acre parcel, which had been owned by the city’s Redevelopment Agency since 1997, was successfully transferred to California State Parks in June of 2019.

In May of 2022, Council adopted a resolution to establish an official land acknowledgement which is now read prior to each Council meeting. This land acknowledgement signifies the City's recognition of the important role Native American’s have played in our history and emphasizes the importance of understanding the history of the lands we occupy, and our place within that history.

ANALYSIS
The City of West Sacramento has a meaningful government-to-government relationship with the Yocha Dehe Wintun Nation and works in partnership to address the needs of the community.

Adoption of this proclamation signifies the City's acknowledgement of the important role Native Americans have played in our history. The City will recognize November as Native American History Month every year to recognize the significant contributions made by Native people and foster education, relationships, and cooperation with Native people, while also supporting social and economic opportunities for them within the City.

Environmental Considerations
N/A
Commission Recommendation
N/A
Strategic Plan Integration
Adoption of this proclamation underscores the City’s commitment to inclusiveness not only for economic development, but in municipal workforce and management diversity.

Alternatives
N/A
Coordination and Review
N/A
Budget/Cost Impact
N/A
232

ATTACHMENT

1. Proclamation
233
Attachment 1

PROCLAMATION

OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO RECOGNIZING THE MONTH OF NOVEMBER AS “NATIVE AMERICAN HERITAGE MONTH”
WHEREAS, the “Native American Heritage Month” has been established at the national and state levels with proclamations and celebrations to recognize the diverse cultures, traditions, histories, significant contributions, and present day lives of Native Americans; and WHEREAS, the City of West Sacramento was established in 1987, within an area of California that represented the unceded territory of indigenous people, including those known as the Patwin or Southern Wintun; and
WHEREAS, the earliest historic written records of the Patwin begin with the Spanish mission explorations and registers, and ethno-historic records show the Patwin inhabited the lower hills of the eastern North Coast Ranges to the Sacramento River, and from Princeton south to the San Pablo and Suisun bays; and
WHEREAS, the Patwin people were forced from their ancestral lands onto rancherias during the early 1900s, where they currently reside, as citizens of three sovereign, federallyrecognized tribal governments, today known as the Yocha Dehe Wintun Nation, Kletsel Dehe Band of Wintun Indians, and Cachil Dehe Band of Wintun Indians; and WHEREAS, the City of West Sacramento has a meaningful government-to-government relationship with the Yocha Dehe Wintun Nation and works in partnership to address the needs of the community; and
WHEREAS, Native people make significant contributions in many fields, including academics, agriculture, astronomy, art, business, education, ecology, engineering, environmentalism, economics, forestry, government, irrigation systems, language, leadership, literature, mathematics, medicine, military, music, politics, poetry, science, and traditional cultures; and
WHEREAS, in 2018, the City Council voted unanimously to approve the transfer of a 43- acre parcel of riverfront property to California State Parks in June of 2019, to allow the state to build the California Indian Heritage Center; and
WHEREAS, in 2022, the City Council adopted a resolution establishing an official land acknowledgement, which is now read prior to each City Council meeting; and WHEREAS, the designation of Native American Heritage Month will encourage educational institutions in the City of West Sacramento to enhance their understanding of Native Americans by providing accurate curriculum, focusing on the local tribes, as well as the historical and contemporary achievements and contributions of Native Americans; and WHEREAS, the City of West Sacramento discourages any and all forms of racial slurs, names, or imagery that depict indigenous people as mascots or logos in educational institutions, sports teams, or any other organization within the City; and WHEREAS, the City of West Sacramento will celebrate November as Native American Heritage Month every year to foster education, relationships, and cooperation with Native people while also supporting social and economic opportunities for them within the City.

NOW, THEREFORE, BE IT HEREBY PROCLAIMED that the City Council of the City of West Sacramento does hereby recognize November 2022 as Native American Heritage Month.

PROCLAIMED this 2nd day of November 2022.
234
Attachment 1
ATTEST:

Martha Guerrero, Mayor Jennifer Cusmir, City Clerk

235

CITY COUNCIL AGENDA REPORT
MEETING DATE: November 2, 2022 ITEM # 9
SUBJECT:

CONSIDERATION OF A PROCLAMATION HONORING
NOVEMBER 11, 2022 AS VETERANS DAY
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[X] Council [ ] Staff
[ ] Other
Meaghan Stiles, Program Manager
City Manager’s Office
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
The objective of this report is to formally recognize the sacrifices our veterans have made and to honor and celebrate Veterans Day 2022.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council adopt a proclamation honoring November 11, 2022 as Veterans Day.

BACKGROUND
Veterans Day is a day to reflect upon the heroism and to honor all Americans who have served in the Army, Navy, Air Force, Marines, and Coast Guard. Veterans Day was originally called Armistice Day, a day that commemorated the original declaration of peace that took effect on the eleventh hour of the eleventh day of the eleventh month of 1918. In 1954, the name of the holiday was amended to “Veterans Day” to remember all veterans in all wars and to celebrate, honor, and pay due respect to all of America’s veterans for their patriotism, love of country, and willingness to serve and sacrifice for our freedom.

The theme for Veterans Day 2022 is “Honor.” Veterans are proud of their military service in defending our Nation. Honor reflects the military value and tradition of answering the call to duty, and there is distinct honor in serving to protect our way of life and the Constitution of the United States of America.

VFW Post 8762 has been providing services to West Sacramento Veterans since their charter began in 1946.

Post 8762 has also donated over $750,000 to the West Sacramento and surrounding communities through charitable groups, given awards to high school students for essays on democracy, awarded scholarships to nurses at Veterans Hospitals to further their training, contributed to youth soccer, swimming, baseball and basketball programs. In addition, Post 8762 has sponsored the Boys and Girls Scouts, Sea Scouts, and the local Jr. ROTC Program.

The West Sacramento Veterans Day parade will be held on November 11, 2022, and the City of West Sacramento, with Council support, will be co-sponsoring the event. The parade starts at Westmore Oaks Elementary School at 10am and will head south then east to Sam Combs Park. in 2021, over 400 community leaders and members attended the parade.

ANALYSIS
Veterans Day is an important time to recognize those who have served in this country’s armed forces. It is an opportunity to thank those who were willing to put their lives on the line to protect our country. While not all may have faced war time or been actively deployed, they were willing to. It is important to honor their time away from family, friends and the life altering experiences they have faced through the City’s proclamation recognizing Veterans Day.

Environmental Considerations
N/A
Commission Recommendation
N/A
Strategic Plan Integration
N/A
236
Proclamation Honoring Veterans Day

Page 2 ends

Alternatives
N/A
Coordination and Review
N/A
Budget/Cost Impact
N/A

ATTACHMENT

1. Proclamation
237

PROCLAMATION OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO HONORING NOVEMBER 11, 2022 AS VETERANS DAY
WHEREAS, America's veterans have fought to defend our country, its values, and its interests since the first days of our founding. They have defeated tyrants, eliminated terrorists, and secured freedom at home and abroad; and
WHEREAS, veterans of our Armed Forces selflessly fought to earn and to protect our democratic freedoms as citizens of the United States; and WHEREAS, these Soldiers, Sailors, Air(wo)men, Marines, and Coast Guards(wo)men selflessly placed lives, wellbeing, and security of others before their own. We enjoy the privileges of peace, prosperity, and freedom because of our veterans; and WHEREAS, our community owes a debt of gratitude to our veterans that can never fully be repaid; and
WHEREAS, the scars of military service and warfare linger long after the battlefield and their courage and fortitude in the face of adversity serve as an example for all Americans; and WHEREAS, for their love of their country and dedication to duty, America's veterans have endured adversity, loneliness, fatigue, loss, and made other incredible sacrifices; and WHEREAS, on Veterans Day, we pause to pay tribute to all who have proudly worn our Nation's uniform; and
WHEREAS, in West Sacramento, the Veterans of Foreign Wars (VFW) Post 8762 strives to foster camaraderie among United States veterans of overseas conflict and to advocate on behalf of all veterans; and
WHEREAS, the vision of VFW Post 8762 is to ensure that veterans are recognized for the sacrifices they and their loved ones have made on behalf of this great country; and WHEREAS, VFW Post 8762 has been a part of the West Sacramento community for 75 years; and
NOW, THEREFORE, BE IT PROCLAIMED that the City Council of West Sacramento expresses both their gratitude for VFW Post 8762 and their full support for the 2022 West Sacramento Veterans Day Parade and urges all members of the community to join in observance of this holiday and to honor its veterans.

PROCLAIMED this 2nd day of November 2022.

ATTEST:

Martha Guerrero, Mayor Jennifer Cusmir, City Clerk
238

CITY COUNCIL, WEST SACRAMENTO FINANCING AUTHORITY AGENDA REPORT MEETING DATE: November 2, 2022 ITEM # 10
SUBJECT:

CONSIDERATION OF RESOLUTIONS 22-133 AND 22-134 AUTHORIZING THE ACTIONS

NECESSARY TO ISSUE THE WEST SACRAMENTO FINANCING AUTHORITY SPECIAL

TAX REVENUE REFUNDING BOND TO REFUND THE WEST SACRAMENTO FINANCING AUTHORITY SPECIAL TAX REVENUE BONDS, SERIES 2014

INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Roberta Raper, Finance Director
Finance Department
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
This item requests consideration of resolutions authorizing the actions necessary to issue the West Sacramento Financing Authority Special Tax Revenue Refunding Bond (the “Refunding Bond”) to refund the West Sacramento Financing Authority, Special Tax Revenue Bonds, Series 2014.

RECOMMENDED ACTION
Staff respectfully recommends:

The West Sacramento Financing Authority (The “Authority”) adopt Resolution 22-133:

1. Approving the forms of and authorizing execution and delivery of the trust agreement and escrow agreement related to the West Sacramento Financing Authority Special Tax Revenue Refunding Bond;

2. Authorizing the issuance of the bond; and

3. Approving other actions related to the bond.

The West Sacramento City Council:

1. Adopt Resolution 22-134 authorizing execution and delivery of first supplemental fiscal agent agreements related to the West Sacramento Financing Authority Special Tax Revenue Refunding bond and authorizing related actions and matters; and

2. Delegate authority to the City Manager to execute agreements with the Financing Team for Municipal Advisor, Placement Agent, Fiscal Agent, and Bond Counsel services.

BACKGROUND
The City previously issued for CFD 8 its Special Tax Bonds, Series 1998 and Special Tax Bonds Series 2001, and for CFD 9 its Special Tax Bonds Series 1998 (collectively, the "Local Obligations"). Each series of the Local Obligations were refunded by the City concurrently with the issuance of the West Sacramento Financing Authority, Special Tax Revenue Bonds, Series 2014 (the “2014 Bonds”).

The Local Obligations are the only outstanding obligations secured by the special taxes paid by the property owners within each respective District. The Local Obligations were originally issued to finance the construction and acquisition of certain public improvements of benefit to planned development in each respective District.

Such improvements have been completed; land in CFD 8 includes both developed and undeveloped non- residential parcels and CFD 9 is comprised of only one non-residential parcel, which is fully developed.

The cash flow works such that the property owners pay their special taxes each year on their property tax bill and these dollars are used to pay debt service on the Local Obligations owned and held by the Authority. The dollars are then passed through to the Authority to pay debt service to the bondholders of the 2014 Bonds.

Currently the debt service on both the Local Obligations and the 2014 Bonds matches each year. 239
Resolutions 22-133 and 22-134 Authorizing Refunding Bonds November 2, 2022

Page 2 ends

ANALYSIS
The current interest rate environment is such that there could be benefit in refunding (refinancing) the existing Authority bonds.

The refunding is designed to refund only the 2014 Authority Bonds and leave the underlying Local Obligations in place. This will create a payment differential at the Authority, equal to the savings generated each year by the refunding. This structure not only generates debt service coverage for the Refunding Bond but, after the September 1 debt service payment each year, a portion of the balances (savings) remaining at the Authority must be used to pay for capital projects on the list of authorized facilities for CFD 8 or CFD 9 and a portion may be used for other City capital projects.

Staff and the Financing Team have prepared the documentation necessary for the Authority to move forward on the issuance of the Refunding Bond. The attached resolutions appoint the following firms to work on the sale of the Refunding Bond (the “Financing Team”):
• Kronick, Moskovitz, Tiedemann & Girard, a Professional Corporation and Lozano Smith, as co-bond counsel (“Bond Counsel”)
• Hilltop Securities, as placement agent (the “Placement Agent”) • Del Rio Advisors, LLC, as municipal advisor (the “Municipal Advisor”) • U.S. Bank National Association (the “Trustee” and the “Fiscal Agent”) Overview of the Refunding Bond
Staff and the Financing Team set out to secure proposals from direct placement financial institutions that might consider purchasing the Refunding Bond. The Financing Team prepared a term sheet that was sent to twenty- five (25) financial institutions. The City received responses from four (4) financial institutions: J.P. Morgan (“JP Morgan”), Signature Public Funding Corp. (“Signature”), Banner Bank (“Banner Bank”) and Western Alliance Public and Nonprofit Finance (“Western Alliance”). Here is a summary of the term sheet responses:

Local Obligations
(Held and Owned
by the Authority
Refunding Bond
(JP Morgan)
Special Taxes
Paid by Property
Owners on the Tax
Bill
Authority Cash Flow
(Local Obligations Revenues Exceeds
Refunding Bond Debt Service)
Local Obligations
(Held and Owned
by the Authority
2014 Bonds
(Bondholders)
Special Taxes
Paid by Property
Owners on the Tax
Bill
Debt Service Matches
(Local Obligations Revenues to 2014 Bonds)
240
Resolutions 22-133 and 22-134 Authorizing Refunding Bonds November 2, 2022

Page 3 ends

Table 1
Institution Interest
Rate
Call Option Legal
Counsel
Rate Lock
JP Morgan 3.91% Non-Callable $12,500 Upon Authority Approval JP Morgan 3.99% 5-Year Par Call $12,500 Upon Authority Approval Banner Bank 4.30% 9/1/28 @ 100% $15,000 Locked Until 12/9/22 Signature 4.39% AID at 101% $15,000 5 Days before Closing Western Alliance 5.41% 9/1/26 @ 103%, DTP 9/1/29 $10,000 Two Weeks Before Closing JP Morgan proposed the two lowest interest rate options (non-callable and callable) which provide the most current economic benefit. However, the interest rate on the JP Morgan options cannot be locked until after the Authority / City Council review and possibly approve the refunding at tonight’s meeting.

Staff recommends the non-callable option to take advantage of slightly higher savings. The callable option allows the Refunding Bond to be callable after five (5) years, meaning the Authority could call the bond and refinance again at that time. However, when callable, the Refunding Bond will only have four years remaining until the final maturity. This relatively short remaining term will make another refunding difficult given how low the interest rate would need to be on any refunding to amortize the costs of issuance and still generate significant savings.

Table 2
Estimated Refunding Comparison JP Morgan (1) JP Morgan (2) Original Amount $34,970,000 $34,970,000
Amount Refunded $18,485,000 $18,485,000
Estimated Refunding Amount $17,648,238 $17,648,300
Final Maturity (2014 Bonds) September 1, 2031 September 1, 2031 Final Maturity (Refunding Bonds) September 1, 2031 September 1, 2031 Proposed Interest Rate 3.91% 3.99%
Total Savings $2,529,379 $2,467,489
Average Annual Savings (2023 to 2029) $333,825 $325,300 Average Annual Savings (2030 to 2031) $96,301 $95,289
Net Present Value Savings $443,892 $384,480
Net Present Value Savings Percentage (3) 2.401% 2.080%
Notes
(1) Assumes the non-callable interest rate presented by JP Morgan Bank in their term sheet dated October 6, 2022 and assuming an estimated costs of issuance (2) Assumes the callable interest rate presented by JP Morgan in their term sheet dated October 6, 2022 and assuming an estimated costs of issuance (3) As a percentage of the amount of bonds refunded: $18,485,000 Table 3 summarizes the sources and uses of funds for the Refunding Bond and is the same for either of the JP Morgan alternatives:

Table 3
Item Amount
Estimated Bond Size (Par Amount) (1) $17,648,300
Transfer from Prior Issue Funds $1,717,050
Total Sources of Funds $19,365,350
Total Uses
Cost to Payoff Prior Issue

$19,165,288
Estimated Cost of Issuance $200,062
Total Uses $19,365,350
241
Resolutions 22-133 and 22-134 Authorizing Refunding Bonds November 2, 2022

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Table 3 above shows the sources and uses of funds for the Refunding Bond which involves contributing $1.717 million to the refunding from the debt service reserve funds held for the Local Obligations. However, the reserve fund requirements for both the Local Obligations and the Refunding Bond are tied together such that tax law requires the debt service reserve fund to not exceed the lesser of three tests as related to the Refunding Bond, which in this case is 10.00% of the par amount of the bonds. There is currently $3.482 million held in the reserve fund accounts, of which $2.378 million is held in a Guaranteed Investment Contract (“GIC”) funded by Pacific Life Insurance Company and the balance of $1.104 million is held in cash. The plan is to pull $1.173 million from the GIC which is paying 5.48% and $544k from cash and to contribute both amounts to the Refunding Bond.

However, there is an opportunity cost to removing some of the dollars currently held in the debt service reserve funds (in both the GIC and cash) but otherwise required to be removed to consummate the refunding.

The table below shows the results of adjusting total and net present value savings for the opportunity costs of the lost investment earnings from the GIC and the contributed cash.

Table 4
Adjusted Estimated Refunding Comparison JP Morgan (1) JP Morgan (2) Proposed Interest Rate 3.91% 3.99%
Adjusted Total Savings (4) $1,787,968 $1,734,757
Average Annual Savings (2023 to 2029) (4) $251,446 $243,860 Average Annual Savings (2030 to 2031) (4) $13,922 $13,874 Adjusted Net Present Value Savings (4) -$76,905 -$128,510 Adjusted Net Present Value Savings Percentage (4) -0.42% -0.70% Notes
(4) Assumes the opportunity cost related to the funds withdrawn from the Pacific Life Insurance Company Guaranteed Investment Contract (“GIC”)
While the refunding does not meet the minimum 3.00% NPV threshold recommended by the California Debt and Investment Advisory Commission and the City’s Debt Management Policy, without the refunding the Authority will continue to generate no dollars for capital projects. This is because currently the debt service on both the 2014 Bonds and the Local Obligations matches to the penny each year thereby not generating any excess revenue to the Authority.

Section III.7.A of the City’s Administrative Policy IV-A-5 Debt Management adopted June 14, 2017, restricts refundings to a minimum 3.00% or $500,000 in net present value savings. Staff and the Financing Team are specifically seeking a waiver in this instance since without the refunding, there will be no dollars available for capital projects. By authorizing the refunding, the Authority will experience approximately $2.5 million in savings over the remaining life of the bonds. Of that amount, approximately $1.7 million will be used to pay for capital projects on the list of authorized facilities for CFD 8 or CFD 9 and the balance may be used for other City capital projects.

The interest rate on the JP Morgan option is not currently final and is still subject to market fluctuations. Should the Authority / City Council approve the transaction tonight, the interest rate will be fixed as soon as possible so final documentation may be prepared.

Documents for Review and Consideration
• Trust Indenture between U.S. Bank National Association (the “Trustee”) and the Authority. This agreement describes the terms and conditions of the Refunding Bond and the role of the Trustee; • Escrow Agreement between U.S. Bank National Association (the “Escrow Agent”) whereby the Authority provides for the deposit of funds sufficient to pay debt service on the 2014 Bonds through and including March 1, 2023, and to retire the 2014 Bonds on that date; and • First Supplemental Fiscal Agent Agreements for each Local Obligation between U.S. Bank National Association (the “Fiscal Agent”) whereby the City assigns the receipt of the special taxes to the Fiscal Agent for payment on the Local Obligations and governs the terms and conditions of the Local Obligations and the role of the Fiscal Agent. 242
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Page 5 ends

Environmental Considerations
This action is not a project that is subject to CEQA because it is not an activity that may cause either a direct or reasonably foreseeable indirect physical change in the environment. (Pub. Resources Code, § 21065; CEQA Guidelines §§ 15060(c), 15378(a).)
Commission Recommendation
N/A
Strategic Plan Integration
The City has a Strategic Plan goal to achieve a Financially Sound City Government. Managing existing debt to prudently fund long-term capital projects and to provide savings on annual debt service obligations is a critical tool available to the Finance Department to achieve that goal.

Alternatives
The Authority / City Council could:

1. Approve the resolutions as recommended;

2. Delay the issuance of the Refunding Bond until a later date;

3. Do nothing.

Staff recommends Alternative 1, which includes approval of the recommended action. By approving the resolutions, the Authority Board is authorizing the Financing Team to move forward on the issuance of the Refunding Bond. Staff does not recommend Alternative 2 because delaying the refunding could negatively impact savings depending on market conditions in the future. Staff does not recommend Alternative 3 since that does not generate any free cash flow to the Authority for use on capital projects.

Coordination and Review
This staff report was coordinated with, and reviewed by, the Director of Finance / Treasurer, City Manager and Counsel.

Budget/Cost Impact
The issuance of the Refunding Bond could result in savings on average of an estimated $333,825 per year.

These savings may be accumulated at the Authority and used for eligible capital projects which benefit the property owners within CFD 8.

ATTACHMENT(S)

1. West Sacramento Financing Authority Board Resolution 22-133

2. City Council Resolution 22-134

3. Trust Agreement

4. Escrow Agreement

5. First Supplemental Fiscal Agent Agreements
243
SC382501 1

WEST SACRAMENTO FINANCING AUTHORITY
RESOLUTION 22-133

RESOLUTION APPROVING THE FORMS OF AND AUTHORIZING

EXECUTION AND DELIVERY OF THE TRUST AGREEMENT AND ESCROW AGREEMENT

RELATED TO THE WEST SACRAMENTO FINANCING AUTHORITY SPECIAL TAX REVENUE REFUNDING BOND; AUTHORIZING THE ISSUANCE OF THE BOND;

APPROVING OTHER ACTIONS RELATED TO THE BOND
WHEREAS, the West Sacramento Financing Authority (the “Authority”) is a joint exercise of powers agency duly organized and operating pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Act”) and a joint exercise of powers agreement between the City of West Sacramento (the “City”) and the Redevelopment Agency of the City of West Sacramento dated August 1, 1991, as amended by a First Supplement to Joint Exercise of Powers Agreement, dated December 16, 1992, and further amended by a Second Supplement to Joint Exercise of Powers Agreement, dated June 5, 1996 between the City of West Sacramento and the Redevelopment Agency of the City of West Sacramento (the “Joint Powers Agreement”); and WHEREAS, Article 4 of the Act and its Joint Powers Agreement authorize the Authority to acquire property and issue bonds to assist the City in financing public improvements and to issue bonds to refund prior bonds of the Authority; and
WHEREAS, the City previously issued its Community Facilities District No. 8 (Southport Industrial Park) Special Tax Refunding Bonds, Series 2014 (the “CFD 8 Local Obligations”), and its Community Facilities District No. 9 (Staples Project) Special Tax Refunding Bonds, Series 2014 (the “CFD 9 Local Obligations”);
WHEREAS, the Authority issued its Special Tax Revenue Bonds, Series 2014 (the “Prior Bonds”), and used the proceeds thereof to acquire the CFD 8 Local Obligations and the CFD 9 Local Obligations;
WHEREAS, the Authority is authorized pursuant to Government Code section 6595.3 to issue bonds for the purpose of refunding its bonds and has determined to issue its West Sacramento Financing Authority Special Tax Revenue Refunding Bond, Series 2022 (the “Bond”), to refund the Prior Bonds;
WHEREAS, the following proposed agreements and documents relating to the issuance, sale and delivery of the Bond by the Authority, which are incorporated herein by reference, have been presented to the board of the Authority (the “Board”) for its review and approval:

1. a trust agreement between U.S. Bank Trust Company, National Association, as trustee, and the Authority (“Trust Agreement”) pursuant to which the Authority will issue the Bond; and

2. an escrow agreement between the Authority and U.S. Bank Trust Company, National Association, as escrow agent, (“Escrow Agreement”) that provides for the deposit of funds sufficient to retire the Prior Bonds on March 1, 2023; and WHEREAS, it appears to the Governing Board of the Authority (“Board”) that the authorization, approval, execution, and delivery of the agreements and documents described 244
SC382501 2
above or contemplated thereby or incidental thereto and the issuance, sale, and delivery of the Bond in accordance with the Trust Agreement are desirable and in the best interests of the Authority; and
WHEREAS, the Authority adopted a capital financing and debt management policy (the “Debt Policy”) on September 20, 2017, pursuant to the requirements of Government Code section 8855(i); and
WHEREAS, the Debt Policy establishes a minimum savings threshold goal of three percent (3.00%) of the refunded bond principal amount or at least $500,000 in present value savings (including foregone interest earnings) for refundings (the “Refunding Limitation”); NOW, THEREFORE, BE IT RESOLVED, by the Board of the West Sacramento Financing Authority, as follows:

Section 1. Recitals. The foregoing recitals are true and correct and the Board so finds and determines.

Section 2. Authorization of Officers to Execute and Deliver Documents. The Board hereby authorizes and directs the Chairman, the Executive Director, the Secretary, the Treasurer, the Controller, and such other officers of the Authority as have been designated by the Board (the “Designated Officers”), for and in the name of the Authority, to approve, execute, and deliver the following agreements and documents:
a. the Trust Agreement;
b. the Escrow Agreement;
in substantially the forms presented to the Board at this meeting, which documents are hereby approved, with such changes, insertions, revisions, corrections, or amendments as shall be approved by the officer or officers executing the document for the Authority. The execution of the foregoing documents by a Designated Officer or Officers shall constitute conclusive evidence of such officer’s or officers’ and the Board’s approval of any such changes, insertions, revisions, corrections, or amendments to the respective forms of documents presented to the Board at this meeting. The date, respective principal amounts of each maturity, the interest rates, interest payment dates, denominations, forms, registration privileges, place or places of payment, terms of redemption, and other terms of the Bond, shall be as provided in the Trust Agreement, as finally executed.

Section 3. Authorization to Issue the Bond; Waiver of Refunding Limitation. The Board hereby authorizes the issuance of the Bond in accordance with the terms of the Trust Agreement, as finally executed. The Board hereby waives the Refunding Limitation for this financing. The Board finds that the issuance of the Bond otherwise complies with the Debt Policy.

Section 4. Authorization of Sale. The Board hereby authorizes the sale of the Bond to JPMorgan Chase Bank, N.A. (the “Purchaser”), in accordance with the terms of its proposal in which the Bond will be non-callable; provided that the net present value savings produced by the refunding (measured by the refunded bond principal amount), but not taking into account foregone interest earnings, are not negative, as determined by the Treasurer. The Designated Officers are hereby authorized and directed to negotiate with the Purchaser the final terms of the sale and its 245
SC382501 3
timing. The Board hereby determines that the sale of the Bond by negotiation would result in an overall lower cost.

Section 5. Execution of the Bond. The Designated Officers are hereby authorized and directed to execute the Bond on behalf of the Authority.

Section 6. Identification of Professionals Involved. The Board hereby approves the firm of Del Rio Advisors, LLC, to act as municipal advisor (the “Municipal Advisor”), Hilltop Securities, Inc., to act as placement agent, and the firms of Kronick, Moskovitz, Tiedemann & Girard, a Professional Corporation, and Lozano Smith LLP to act as co-bond counsel with respect to the issuance of the Bond.

Section 7. Disclosure of Specified Financing Information. Pursuant to the requirements of Government Code section 5852.1, the Authority is required to disclose at a public meeting certain information related to the financing. The Board has obtained from the Municipal Advisor good faith estimates of this required information and hereby discloses the estimates information as shown in Exhibit A attached hereto and incorporated herein by reference.

Section 8. General Authorization. The Board hereby authorizes and directs the Designated Officers and other officers and agents of the Authority, and each of them individually, for and in the name of and on behalf of the Authority, to do any and all things and to execute and deliver any and all documents that they may deem necessary or advisable in order to complete the sale, issuance, and delivery of the Bond and otherwise to carry out, give effect to, and comply with the terms and intent of this resolution. All actions heretofore taken by such officers and agents that are in conformity with the purposes and intent of this resolution are hereby ratified, confirmed and approved in all respects.

Section 9. Effective Date. This resolution shall take effect immediately upon its passage.

PASSED AND ADOPTED this 2nd day of November, 2022, by the following vote:

AYES:

NOES:

ABSENT:

Secretary of the Authority
246
SC382501 A-1
Exhibit A
Specified Financial Information
The good faith estimates set forth herein are provided with respect to the Bond. Such good faith estimates have been provided to the Authority by Del Rio Advisors, LLC, as municipal advisor to the Authority. Each estimate is based on the Authority’s financing plan and current market conditions, including market interest rates prevailing at the time of preparation of the estimate.

Principal Amount. The estimated aggregate principal amount of the Bond to be sold is $17,648,238.00.

True Interest Cost. The estimated true interest cost of the Bond, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bond, is 3.9112260%.

Finance Charge. The estimated finance charge for the Bond, which means the sum of all fees and charges paid to third parties (or costs associated with the Bond), is $200,000.98.

Amount of Proceeds to be Received. The estimate of the amount of proceeds to be received by the Authority from the sale of the Bond, less the finance charge of the Bond, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Bond, is $17,448,237.02. (No capitalized interest is expected to be funded with proceeds of the Bond.)
Total Payment Amount. The estimated total payment amount, which means the sum total of all payments the Authority will make to pay debt service on the Bond, plus the finance charge for the Bond, as described above, not paid with the proceeds of the Bond, calculated to the final maturity of the Bond, is $20,596,371.08.

The foregoing estimates are good faith estimates only. The actual figures may differ from the estimates owing to (a) differences between assumptions regarding the date of the sale of the Bond, the principal amount of the Bond sold, the amortization of the Bond, and market interest rates at the time of sale of the Bond and actual facts, (b) other market conditions, (c) changes in the Authority’s financing plan, or (d) a combination of such factors. 247
SC382498 1

CITY COUNCIL OF THE CITY OF WEST SACRAMENTO
RESOLUTION 22-134

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO

AUTHORIZING EXECUTION AND DELIVERY OF FIRST SUPPLEMENTAL FISCAL AGENT

AGREEMENTS RELATED TO THE WEST SACRAMENTO FINANCING AUTHORITY SPECIAL TAX REVENUE REFUNDING BOND; AND AUTHORIZING RELATED ACTIONS

AND MATTERS
WHEREAS, pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the California Government Code, the City of West Sacramento (the “City”) and the Redevelopment Agency of the City have established a joint exercise of powers agency, the West Sacramento Financing Authority (the “Authority”), for the purpose of, among other things, financing and refinancing public improvements; and
WHEREAS, the City Council of the City (the “City Council”) issued its (i) Community Facilities District No. 8 (Southport Industrial Park) Special Tax Refunding Bonds, Series 2014 (the “CFD No. 8 Bonds”) pursuant to the Fiscal Agent Agreement dated February 1, 2014 (the “CFD No. 8 Fiscal Agent Agreement”), between the Fiscal Agent and the City, and (ii) Community Facilities District No. 9 (Staples Project) Special Tax Refunding Bonds, Series 2014 (the “CFD No. 9 Bonds,” and together with the CFD No. 8 Bonds, the “CFD Bonds”), pursuant to the Fiscal Agent Agreement dated February 1, 2014 (the “CFD No.9 Fiscal Agent Agreement,” and together with the CFD No. 8 Fiscal Agent Agreement, the “Fiscal Agent Agreements”), between the Fiscal Agent and the City, and sold the CFD Bonds to the West Sacramento Financing Authority (the “Authority”);
WHEREAS, pursuant to the Trust Agreement dated February 1, 2014 (the “2014 Trust Agreement”), between the Authority and U.S. Bank Trust Company, National Association (successor-in-interest to U.S. Bank National Association), as trustee, the Authority issued its Special Tax Revenue Bonds, Series 2014 (the “2014 Authority Bonds”), and assigned the CFD Bonds to the Trustee to secure the payment of the 2014 Authority Bonds; WHEREAS, pursuant to the Trust Agreement dated December 1, 2022 (the “2022 Trust Agreement”), between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “2022 Trustee”), the Authority will issue its Special Tax Revenue Refunding Bond, Series 2022 (the “2022 Authority Refunding Bond”), to refund and defease the 2014 Authority Bonds;
WHEREAS, upon the delivery of the 2022 Authority Refunding Bond, the 2014 Authority Bonds will be defeased, the 2014 Trust Agreement will be satisfied and discharged, and ownership of the CFD Bonds will revert to the Authority; WHEREAS, pursuant to the 2022 Trust Agreement, the Authority will assign the CFD Bonds to the 2022 Trustee to secure the payment of the 2022 Authority Refunding Bond; WHEREAS, The Fiscal Agent Agreements provide that the Fiscal Agent Agreements and the rights and obligations of the City, of the Fiscal Agent, and of the Owners of the CFD Bonds may be modified or amended from time to time and at any time by a Supplemental Fiscal Agent Agreement, which the City may adopt with the written consent of the Owners of a majority in aggregate principal amount of the CFD Bonds then Outstanding; 248
SC382498 2
WHEREAS, to facilitate the Authority’s assignment of the CFD Bonds to the 2022 Trustee and to assure the exclusion of interest on the 2022 Authority Refunding Bond from gross income for purposes of federal income taxation, the City Council has authorized and the Authority, as the Owner of all the CFD Bonds, has consented to the execution and delivery of (i) a First Supplemental Fiscal Agent Agreement relating to the CFD No. 8 Bonds, and (ii) a First Supplemental Fiscal Agent Agreement relating to the CFD No. 9 Bonds (together, the “First Supplemental Fiscal Agent Agreements”);
WHEREAS, the City hereby determines 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 the entering into of the First Supplemental Fiscal Agent Agreements 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 First Supplemental Fiscal Agent Agreements;
WHEREAS, it appears to the City Council that the authorization, approval, execution, and delivery of the First Supplemental Fiscal Agent Agreements described above or contemplated thereby or incidental thereto and the Authority’s issuance, sale, and delivery of bonds are desirable and in the best interests of the City; and
NOW, THEREFORE, BE IT RESOLVED by the City Council as follows:

Section 1. Recitals. The foregoing recitals are true and correct and the City Council so finds and determines.

Section 2. Authorization of Officers to Execute and Deliver Documents. The City Council hereby authorizes and directs the Mayor, the City Manager, the Director of Finance, the Finance Manager, and the City Clerk (the “Designated Officers”), for and in the name of the City, to approve, execute, and deliver each of the First Supplemental Fiscal Agent Agreements in substantially the forms presented to the City Council at this meeting, which documents are hereby approved, with such changes, insertions, revisions, corrections, or amendments as shall be approved by the officer or officers executing the documents for the City. The execution of the foregoing documents by a Designated Officer or Officers shall constitute conclusive evidence of such officer’s or officers’ and the City Council’s approval of any such changes, insertions, revisions, corrections, or amendments to the form of document presented to the City Council at this meeting.

Section 3. General Authorization. The City Council hereby authorizes and directs the Designated Officers and other officers and agents of the City, and each of them individually, for and in the name of and on behalf of the City, to do any and all things and to execute and deliver any and all documents that they may deem necessary or advisable in order to complete the transactions contemplated herein and otherwise to carry out, give effect to, and comply with the terms and intent of this resolution. All actions heretofore taken by such officers and agents that are in conformity with the purposes and intent of this resolution are hereby ratified, confirmed and approved in all respects.

Section 4. Effective Date. This resolution shall take effect immediately upon its adoption.
249
SC382498 3
PASSED AND ADOPTED this 2nd day of November, 2022, by the following vote:

AYES:

NOES:

ABSENT:

Martha Guerrero, Mayor
ATTEST:

Jennifer Cusmir, City Clerk
250
2239654.1 7203-039

TRUST AGREEMENT
between the

WEST SACRAMENTO FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated December 1, 2022
West Sacramento Financing Authority
Special Tax Revenue Refunding Bond, Series 2022
251
2239654.1 7203-039 i

TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICABILITY....................................................................................................2 Section 1.1. Definitions........................................................................................................2 Section 1.2. Acts of the Owner ............................................................................................7 Section 1.3. Notices, etc., to Authority and Trustee ............................................................8 Section 1.4. Notices to the Owner; Waiver..........................................................................8 Section 1.5. Form and Content of Documents Delivered to Trustee...................................8 Section 1.6. Effect of Headings and Table of Contents.......................................................9 Section 1.7. Successors and Assigns....................................................................................9 Section 1.8. Benefits of Trust Agreement............................................................................9 Section 1.9. Payments/Actions Otherwise Scheduled on Non-Business Days....................9 Section 1.10. No Personal Liability For Debt Service.........................................................9 Section 1.11. Separability Clause ........................................................................................9 Section 1.12. Governing Law ............................................................................................10 Section 1.13. Execution in Several Counterparts...............................................................10 ARTICLE 2 ISSUANCE AND TERMS OF THE BOND.........................................................10 Section 2.1. Authorization and Title of Bond....................................................................10 Section 2.2. Terms and Form of the Bond.........................................................................10 Section 2.3. Redemption of the Bond ................................................................................11 Section 2.4. Execution and Authentication........................................................................12 Section 2.5. Bond Register.................................................................................................12 Section 2.6. Transfer of Bond............................................................................................12 Section 2.7. Mutilated, Destroyed, Lost, or Stolen Bond ..................................................13 Section 2.8. Payment of Interest on the Bond; Interest Rights Preserved .........................13 Section 2.9. Person Deemed the Owner.............................................................................13 Section 2.10. Cancellation .................................................................................................13 Section 2.11. Validity of the Bond.....................................................................................14 Section 2.12. Documents to be Delivered at Closing ........................................................14 ARTICLE 3 APPLICATION OF PROCEEDS..........................................................................14 Section 3.1. Application of Proceeds of the Bond and other Funds ..................................14 Section 3.2. Establishment and Application of Costs of Issuance Fund............................14 252

TABLE OF CONTENTS
Section Page
2239654.1 7203-039 ii
ARTICLE 4 REDEMPTION OF BOND ...................................................................................14 Section 4.1. Notice to Trustee............................................................................................14 Section 4.2. Notice of Redemption....................................................................................15 Section 4.3. Deposit of Redemption Price.........................................................................15 Section 4.4. Bond Payable on Redemption Date ...............................................................15 Section 4.5. Bond Redeemed in Part .................................................................................15 Section 4.6. Right to Rescind Notice.................................................................................15 ARTICLE 5 DEFEASANCE .....................................................................................................16 Section 5.1. Discharge of Trust Agreement.......................................................................16 Section 5.2. Discharge of Liability on the Bond................................................................17 Section 5.3. Deposit of Money or Securities with Trustee ................................................17 Section 5.4. Earnings on Moneys Unclaimed After Payment of Bond .............................17 Section 5.5. Notice of Defeasance .....................................................................................18 ARTICLE 6 REVENUES...........................................................................................................18 Section 6.1. Liability of Authority Limited to Revenues...................................................18 Section 6.2. Pledge of Revenues; Assignment of Local Obligations. ...............................18 Section 6.3. Receipt and Deposit of Revenues in the Revenue Fund................................19 Section 6.4. Allocation of Revenues..................................................................................19 Section 6.5. Application of Interest Fund ..........................................................................19 Section 6.6. Application of Principal Fund........................................................................19 Section 6.7. Rebate Fund ...................................................................................................19 Section 6.8. Investments of Money in Accounts and Funds..............................................20 Section 6.9. Funds and Accounts.......................................................................................21 Section 6.10. Money Held for the Owner..........................................................................21 ARTICLE 7 COVENANTS OF THE AUTHORITY ................................................................22 Section 7.1. Power to Issue Bond and Make Pledge and Assignment...............................22 Section 7.2. Punctual Payment and Performance ..............................................................22 Section 7.3. Against Encumbrances...................................................................................22 Section 7.4. Enforcement and Amendment of Local Obligations .....................................22 Section 7.5. Extension of Time for Payment of the Bond .................................................23 Section 7.6. Preservation of Rights of the Owner..............................................................23 Section 7.7. Federal Income Tax Covenants .....................................................................23 253

TABLE OF CONTENTS
Section Page
2239654.1 7203-039 iii
Section 7.8. Further Assurances.........................................................................................23 ARTICLE 8 EVENTS OF DEFAULT AND REMEDIES OF OWNERS ................................23 Section 8.1. Events of Default ...........................................................................................23 Section 8.2. Remedies on Default......................................................................................24 Section 8.3. Application of Money Collected....................................................................24 Section 8.4. Trustee May Enforce Claims without Possession of the Bond......................25 Section 8.5. Control of Remedies by Owner .....................................................................25 Section 8.6. Unconditional Right of Owner to Receive Principal, Premium, and Interest........................................................................................................25 Section 8.7. Restoration of Positions .................................................................................25 Section 8.8. Rights and Remedies Cumulative..................................................................25 Section 8.9. Delay or Omission Not Waiver......................................................................25 ARTICLE 9 THE TRUSTEE .....................................................................................................26 Section 9.1. Appointment of the Trustee ...........................................................................26 Section 9.2. Certain Duties and Responsibilities...............................................................26 Section 9.3. Notice of Defaults..........................................................................................27 Section 9.4. Certain Rights of Trustee; Liability of Trustee; Adverse Effect Determinations...........................................................................................27 Section 9.5. Trustee Not Responsible for Recitals, Validity of the Bond, or Application of Proceeds.............................................................................28 Section 9.6. Trustee May Hold Debt .................................................................................29 Section 9.7. Compensation and Indemnification of Trustee..............................................29 Section 9.8. Corporate Trustee Required; Eligibility.........................................................30 Section 9.9. Removal and Resignation; Appointment of Successor..................................30 Section 9.10. Acceptance of Appointment by Successor ..................................................31 Section 9.11. Merger or Consolidation..............................................................................31 Section 9.12. Preservation and Inspection of Documents..................................................32 Section 9.13. Accounting Records and Reports.................................................................32 ARTICLE 10 AMENDMENT OF THE TRUST AGREEMENT ...............................................32 Section 10.1. Supplemental Trust Agreements without Consent of the Owner ................32 Section 10.2. Supplemental Trust Agreements with Consent of the Owner .....................33 Section 10.3. Notice of Supplemental Trust Agreements..................................................33 Section 10.4. Execution of Supplemental Trust Agreements ............................................33 254

TABLE OF CONTENTS
Section Page
2239654.1 7203-039 iv
Section 10.5. Effect of Supplemental Trust Agreements...................................................33 Section 10.6. Endorsement of the Bond; Preparation of a New Bond...............................33 EXHIBIT A Form of Bond.........................................................................................................A-1 EXHIBIT B Form of Purchaser’s Letter of Representations......................................................B-1 EXHIBIT C Form of Requisition From Costs of Issuance Fund ...............................................C-1 EXHIBIT D Documents to be Delivered at the Closing of the Sale of the Bond ......................D-1 255
2239654.1 7203-039 1
THIS TRUST AGREEMENT, dated December 1, 2022 (the “Trust Agreement”), between U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee (the “Trustee”) and the WEST SACRAMENTO FINANCING AUTHORITY (the “Authority”), a joint exercise of powers agency, duly organized and existing pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code (the “JPA Act”) and an Agreement entitled “Joint Exercise of Powers Agreement” between the City of West Sacramento (the “City”) and the Redevelopment Agency of the City of West Sacramento (the “Joint Powers Agreement”),
W I T N E S S E T H:

WHEREAS, the City previously issued its Community Facilities District No. 8 (Southport Industrial Park) Special Tax Refunding Bonds, Series 2014 (the “CFD 8 Local Obligations”), and its Community Facilities District No. 9 (Staples Project) Special Tax Refunding Bonds, Series 2014 (the “CFD 9 Local Obligations”); WHEREAS, the Authority issued its Special Tax Revenue Bonds, Series 2014 (the “Prior Bonds”), and used the proceeds thereof to acquire the CFD 8 Local Obligations and the CFD 9 Local Obligations;
WHEREAS, the Authority is authorized pursuant to Government Code section 6595.3 to issue bonds for the purpose of refunding its bonds and has determined to issue its West Sacramento Financing Authority Special Tax Revenue Refunding Bond, Series 2022 (the “Bond”), to refund the Prior Bonds;
WHEREAS, pursuant to this Trust Agreement, the Authority will assign its interests in the CFD 8 Local Obligations and the CFD 9 Local Obligations to the Trustee for the benefit of the owner of the Bond;
WHEREAS, in order to provide for the authentication and delivery of the Bond, to establish and declare the terms and conditions upon which the Bond is to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority has authorized the execution and delivery of this Trust Agreement; WHEREAS, the Authority has determined 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 Trust Agreement and delivery of the Bond 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 Trust Agreement; NOW, THEREFORE, THIS TRUST AGREEMENT WITNESSETH, that in order to secure the payment of the principal of, premium, if any, and the interest on the Bond, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bond is 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 Bond by the owner thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the 256
2 Authority does hereby covenant and agree with the Trustee, for the benefit of the respective owners from time to time of the Bond, as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICABILITY Section 1.1. Definitions.
(A) General Principles of Interpretation. For all purposes of this Trust Agreement and of any Supplemental Trust Agreement and of any certificate, opinion, or other document herein mentioned, unless the context otherwise requires:
(1) The terms defined in this Section include the plural as well as the singular.
(2) All accounting terms not otherwise defined herein have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles. (3) All references herein to “generally accepted accounting principles” refer to such principles as they exist at the date of applicability thereof. (4) All references herein to “Articles,” “Sections,” and other subdivisions are to the designated Articles, Sections, and other subdivisions of this Trust Agreement as originally executed.
(5) The words “herein,” “hereof,” “hereby,” “hereunder,” and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section, or other subdivision.
(6) Words of the masculine gender mean and include words of the feminine and neuter genders.
(7) Unless otherwise defined in this Trust Agreement, all terms used herein have the meanings assigned to such terms in the Marks-Roos Local Bond Pooling Act (Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code), to the extent applicable.
(B) Specific Definitions. For all purposes of this Trust Agreement and of any Supplemental Trust Agreement and of any certificate, opinion, or other document herein mentioned, unless the context otherwise requires, the following terms have the meanings herein specified:

Authority means the West Sacramento Financing Authority created pursuant to the JPA Act and its successors and assigns in accordance herewith.

Authorized Denominations means $100,000 and any integral multiple of $5,000 in excess thereof.
257
3 Authorized Officer means the Chairman, Secretary, and the Treasurer/Controller of the Authority and any other person authorized by the Authority in a Certificate of the Authority or resolution of the governing board to perform an act or sign a document on behalf of the Authority.

Bond Law means Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code.

Bond Register has the meaning stated in Section 2.5 (Bond Register).

Bond Year means the period ending on September 1 of each year with the first Bond Year ending on September 1, 2023, and the last Bond Year ending on the date on which the Bond is no longer outstanding.

Bond means the West Sacramento Financing Authority Special Tax Revenue Refunding Bond, Series 2022, authorized by, and at any time Outstanding pursuant to, this Trust Agreement.

Business Day means any day except (i) Saturday, (ii) Sunday or (iii) any day on which banks located in the city in which the designated corporate trust office of the Trustee is located, or Los Angeles, California, or New York, New York are required or authorized to remain closed.

Certificate, Statement, Request, Requisition, or Order of the Authority or the City mean, respectively, a written certificate, statement, request, requisition, or order signed in the name of the respective entity, in the case of the Authority, by the Chairman, Administrator, Treasurer/Controller, or Secretary of the Authority or by any other officer of the Authority duly authorized by the Administrator for that purpose and, in the case of the City, by the Mayor, City Manager, or Finance Director of the City or by any other officer of the City duly authorized by the City Manager for that purpose.

CFD 8 means the City’s Community Facilities District No. 8 (Southport Industrial Park).

CFD 9 means the City’s Community Facilities District No. 9 (Staples Project).

CFD 8 Fiscal Agent Agreement means the Fiscal Agent Agreement dated February 1, 2014 between the City and U.S. Bank Trust Company, National Association (successor-ininterest to U.S. Bank National Association), as fiscal agent, which provides for the issuance of the CFD 8 Local Obligations.

CFD 8 Local Obligations, means the City’s Community Facilities District No. 8 (Southport Industrial Park) Special Tax Refunding Bonds, Series 2014.

CFD 8 Special Tax means the annual special tax authorized to be levied and collected on property within the boundaries of CFD 8.

CFD 9 Fiscal Agent Agreement means the Fiscal Agent Agreement dated February 1, 2014 between the City and U.S. Bank Trust Company, National Association (successor-in258 4 interest to U.S. Bank National Association), as fiscal agent, which provides for the issuance of the CFD 9 Local Obligations.

CFD 9 Local Obligations, means the City’s Community Facilities District No. 9 (Staples Project) Special Tax Refunding Bonds, Series 2014.

CFD 9 Special Tax means the annual special tax authorized to be levied and collected on property within the boundaries of CFD 9.

City means the City of West Sacramento, a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State.

Closing Date means December __, 2022.

Code means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

Corporate Trust Office means the corporate trust office of the Trustee located at One California Street, Suite 1000, San Francisco, CA 94111, provided that for registration, transfer, payments and surrender of the Bond, Corporate Trust Office means the corporate trust operations office in St. Paul, Minnesota, or such other office or offices as the Trustee shall designate from time to time.

Costs of Issuance means all items of expense directly or indirectly payable by or reimbursable to the Authority and related to the original authorization, execution, sale, and delivery of the Bond, including but not limited to printing costs, costs of preparation and reproduction of documents, initial fees and charges of the Trustee, legal fees and charges, fees and disbursements of consultants and professionals, financial advisor fees and expenses, fees and charges for preparation, execution, transportation and safekeeping of the Bond, and any other cost, charge, or fee in connection with the original delivery of Bond.

Costs of Issuance Fund means the fund by that name established pursuant to Section 3.2 (Establishment and Application of Costs of Issuance Fund).

Defeasance Securities means the following:
(A) United States Treasury Certificates, Notes, and Bonds (including State and Local Government Series -- “SLGS”).
(B) Direct obligations of the Treasury that have been stripped by the Treasury itself, CATS, TGRS, and similar securities.
(C) The interest component of Resolution Funding Corp. (REFCORP) strips that have been stripped by request to the Federal Reserve Bank of New York in book-entry form. (D) Pre-refunded municipal bonds rated “Aaa” by Moody’s and “AAA” by Standard & Poor’s. If, however, the pre-refunded bonds are rated by Standard & Poor’s but are 259
5 not rated by Moody’s, then the pre-refunded bonds must have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations, or Aaa-rated pre-refunded municipal bonds. (E) Obligations issued or guaranteed by the following agencies that are backed by the full faith and credit of the U.S.:
(1) U.S. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership (2) Farmers Home Administration (FmHA)
Certificates of beneficial ownership
(3) Federal Financing Bank
(4) General Services Administration
Participation certificates
(5) U.S. Maritime Administration
Guaranteed Title XI financing
(6) U.S. Department of Housing and Urban Development (HUD) Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public
housing notes and bonds
Escrow Agreement means the Escrow Agreement dated December 1, 2022, between the Authority and U.S. Bank Trust Company, National Association, as escrow agent, relating to the defeasance of the Prior Bonds.

Event of Default means any of the events described in Section 10.1 (Events of Default) hereof as an “Event of Default.”
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 Authority as its Fiscal Year in accordance with applicable law.

Interest Fund means the fund by that name established pursuant to Section 8.4 (Allocation of Revenues).

Interest Payment Date means a date on which interest on the Bond is due, being March 1 and September 1 of each year to which reference is made, commencing on March 1, 2023.

Investment Securities means any securities in which funds of the Authority may now or hereafter be legally invested as provided by applicable law in effect at the time of such 260
6 investment. Investment Securities also include (a) money market funds, including any sweep account or other funds of the Trustee or any of its affiliates, and (b) investment agreements, including guaranteed investment contracts. The Trustee is entitled to rely on any Written Request of the Authority directing investments as a certification to the Trustee that such investments are so permitted.

Joint Powers Agreement means the Joint Exercise of Powers Agreement between the City and the Redevelopment Agency of the City of West Sacramento, dated as of November 1, 1996, as originally executed and as it may from time to time be amended or supplemented pursuant to the provisions hereof and thereof.

JPA Act means 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.

Letter of Representations means a letter substantially in the form attached hereto as Exhibit B delivered by the Original Purchaser and any subsequent purchaser of the Bond to the Authority.

Local Obligations means, collectively, the CFD 8 Local Obligations and the CFD 9 Local Obligations.

Mello-Roos Act means the Mello-Roos Community Facilities Act of 1982, as amended (being Sections 53311 et seq. of the Government Code of the State of California), and all laws amendatory thereof or supplemental thereto.

Moody’s means Moody’s Investors Service, Inc., and its successors and assigns, except that if such corporation is dissolved or liquidated or no longer performs the functions of a securities rating agency, then the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority.

Opinion of Counsel means a written opinion of counsel experienced in the field of law relating to municipal bonds, appointed and paid by the Authority or the City.

Original Purchaser means [PURCHASER] and any other successor or any other entity to whom the rights of the Original Purchaser hereunder are assigned.

Outstanding means the Bond authenticated and delivered by the Trustee under this Trust Agreement until (1) the Bond is cancelled by the Trustee or surrendered to the Trustee for cancellation; (2) all liability of the Authority with respect thereto has been discharged in accordance with Section 5.2 (Discharge of Liability on Bond), including the Bond (or a portion thereof) in the circumstances described in in Section 6.10 (Money Held for the Owner); or (3) another Bond has been authenticated and delivered by the Trustee pursuant to this Trust Agreement for transfer or in lieu of or in substitution of the Bond.

Owner means the Person in whose name the Bond is registered, which is the Original Purchaser so long as the Original Purchaser owns the Bond and thereafter includes any successor 261
7 to the Original Purchaser or entity to whom the Bond has been transferred by the Original Purchaser.

Person means a corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.

Principal Fund means the fund by that name established pursuant to Section 8.4 (Allocation of Revenues).

Principal Payment Date means the date or dates specified in the Bond on which the principal installments on the Bond are due and payable.

Prior Bonds means the West Sacramento Financing Authority Special Tax Revenue Bonds, Series 2014.

Rebate Fund means the fund by that name established pursuant to Section 8.8 (Rebate Fund).

Redemption Price means, with respect to the Bond (or portion thereof) the principal amount of the Bond (or portion) plus the applicable premium, if any, payable upon redemption thereof pursuant to the provisions of the Bond and this Trust Agreement.

Regular Record Date means the fifteenth day of the month immediately preceding an Interest Payment Date, whether or not such day is a Business Day.

Responsible Officer means any officer within the corporate trust department (or any successor group or department of the Trustee) including any vice president, assistant vice president, assistant secretary or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time are such officers, respectively, and also means, with respect to a particular matter, any other officer of the Trustee to whom such matter is referred by the Trustee because of such person’s knowledge of and familiarity with the particular subject.

Revenue Fund means the fund by that name established pursuant to Section 8.3 (Revenue Fund).

Revenues means all amounts received by the Authority or the Trustee pursuant to or with respect to the Local Obligations, including, without limiting the generality of the foregoing, principal and interest payments (including both timely and delinquent payments and any late charges, and regardless of source) and prepayments, and all interest, profits, or other income derived from the investment of amounts in any fund or account established pursuant to this Trust Agreement, except the Rebate Fund.

Special Record Date for the payment of any defaulted interest on the Bond means a date fixed by the Trustee pursuant to Section 2.7 (Payment of Interest on the Bond; Interest Rights Preserved).

Special Tax means, as the case may be, the CFD 8 Special Tax, the CFD 9 Special Tax. 262
8 Standard & Poor’s means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors and assigns, except that if such rating agency no longer performs the functions of a securities rating agency, then the term “Standard & Poor’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority.

State means the State of California.

Supplemental Trust Agreement means any trust agreement then in full force and effect that has been duly executed and delivered by the Authority and the Trustee amendatory hereof or supplemental hereto; but only if and to the extent that such Supplemental Trust Agreement is specifically authorized hereunder.

Tax Certificate means the tax certificate delivered by the Authority at the time of the issuance and delivery of the Bond, as the same may be further amended or supplemented in accordance with its terms.

Trustee means U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, or any other bank or trust company that may at any time be substituted in its place as provided in Section 11.9 (Removal and Resignation; Appointment of Successor).

Trust Agreement means this Trust Agreement, dated December 1, 2022, between the Authority and the Trustee, as originally executed and as it may from time to time be amended or supplemented by all Supplemental Trust Agreements executed pursuant to the provisions hereof.

Section 1.2. Acts of the Owner. Any request, consent or other instrument required or permitted by this Trust Agreement to be signed and executed by the Owner shall be signed or executed by the Owner in person or by an agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent is sufficient for any purpose of this Trust Agreement and is conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section.

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

Any request, consent, or other instrument or writing of the Owner of the Bond binds every future Owner of the Bond and the Owner of the Bond delivered in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in accordance therewith or reliance thereon.

Section 1.3. Notices, etc., to Authority and Trustee. Any notice to or demand upon the Trustee may be served or presented, and such demand may be made, at the 263
9 Corporate Trust Office. Any notice to or demand upon the Authority shall be deemed to have been sufficiently given or served for all purposes by being deposited, first-class mail postage prepaid, in a post office letter box, addressed, as the case may be, to the Authority at 1110 West Capitol Avenue, West Sacramento, CA 95691 Attention: Treasurer/Controller (or such other address as may have been filed in writing by the Authority with the Trustee).

Section 1.4. Notices to the Owner; Waiver. Where this Trust Agreement provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver is equivalent of such notice. Waivers of notice by the Owner must be filed with the Trustee, but such filing is not a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 1.5. Form and Content of Documents Delivered to Trustee. Every certificate or opinion provided for in this Trust Agreement with respect to compliance by or on behalf of the Authority with any provision hereof must include (1) a statement that the person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto, (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement that, in the opinion of such person, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; and (4) a statement as to whether, in the opinion of such person, such provision has been complied with.

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

Section 1.6. Effect of Headings and Table of Contents. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, are solely for convenience of reference and do not affect the meaning, construction, or effect of this Trust Agreement.
264
10 Section 1.7. Successors and Assigns. Whenever herein either the Authority or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all agreements and covenants required hereby to be performed by or on behalf of the Authority or the Trustee bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 1.8. Benefits of Trust Agreement. Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the City, the Trustee, and the Owner any right, remedy or claim under or by reason of this Trust Agreement or any covenant, condition or provision herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Authority, the City, the Trustee, and the Owner.

Section 1.9. Payments/Actions Otherwise Scheduled on Non-Business Days. Except as specifically set forth in a Supplemental Trust Agreement, any payments or transfers that would otherwise become due on any day that is not a Business Day shall become due or shall be made on the next succeeding Business Day. When any other action is provided for herein to be done on a day named or within a specified time period and the day named or the last day of the specified period falls on a day other than a Business Day, such action may be performed on the next succeeding Business Day with the same effect as though performed on the appointed day or within the specified period.

Section 1.10. No Personal Liability For Debt Service. No City Council member, governing board member, officer, or employee of the Authority or the City is individually or personally liable for the payment of the interest on or principal of or redemption premiums, if any, on the Bond by reason of its issuance, but nothing herein contained relieves any such member, officer or employee from the performance of any official duty provided by the Bond Law or any other applicable provisions of law or hereby.

Section 1.11. Separability Clause. 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 Authority or the Trustee is contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof is null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and in no way affects the validity hereof or of the Bond, and the Owner retains all the benefit, protection and security afforded to them under the Bond Law or any other applicable provisions of law. The Authority and the Trustee hereby declare that they would have executed and delivered the Trust Agreement and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the Bond 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.
265
11 Section 1.12. Governing Law. This Trust Agreement is governed by, and shall be construed and interpreted in accordance with, the laws of the State.

Section 1.13. Execution in Several Counterparts. This Trust Agreement 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 Authority and the Trustee preserve undestroyed, together constitute but one and the same instrument.

ARTICLE 2

ISSUANCE AND TERMS OF THE BOND
Section 2.1. Authorization and Title of Bond. The Authority hereby authorizes the issuance of a bond in the principal amount of $________. The title of the Bond is “West Sacramento Financing Authority Special Tax Revenue Refunding Bond, Series 2022.” At any time after the execution and delivery of this Trust Agreement, the Authority may execute and the Trustee shall authenticate and deliver the Bond in the principal amount of $________ upon the Order of the Authority.

Section 2.2. Terms and Form of the Bond.
(A) Form of the Bond. The Bond shall be issued in the form of a single, fully-registered installment bond in the substantially the form attached hereto as Exhibit A.

The Bond shall be registered initially in the name of the Original Purchaser and shall not be delivered in book-entry form.
(B) Date; Interest Accrual; Interest Rate; Installments. The Bond shall be dated its date of delivery and shall bear interest on the unpaid principal amount thereof from its date to September 1, 2031, at the rate of ____% per annum. The Authority shall pay installments of principal and interest on the Bond in the following amounts on the following dates (subject to adjustment in the event of a partial redemption as described below):

Date Principal Interest Total
March 1, 2023
September 1, 2023
March 1, 2024
September 1, 2024
March 1, 2025
September 1, 2025
March 1, 2026
September 1, 2026
March 1, 2027
September 1, 2027
March 1, 2028
September 1, 2028
266
12 Date Principal Interest Total
March 1, 2029
September 1, 2029
March 1, 2030
September 1, 2030
March 1, 2031
September 1, 2031
Total
Interest on the Bond shall be calculated on the basis of a 360-day year comprising twelve 30-day months.
(C) Principal and Interest Payments. The Authority shall pay each principal and interest payment on the Bond in lawful money of the United States of America by wire transfer to the Trustee no later than the fifth (5th) Business Day prior to each Payment Date.

The Trustee shall wire transfer said payment to the Owner on each Payment Date, pursuant to wire instructions provided by the Owner. The Regular Record Date for the Bond is the fifteenth (15th) day of the calendar month immediately preceding the relevant Payment Date.

Payments of principal of the Bond shall be made without the requirement for presentation and surrender of the Bond by the Owner, provided that principal of the Bond that is payable at final maturity shall be made only upon presentation and surrender of the Bond at the office of the Trustee. The Trustee shall make an appropriate notation in its records indicating the date and amount of each reduction in the outstanding principal amount of the Bond. (D) Cessation of Interest Accrual. Interest on any portion of the principal of the Bond ceases to accrue on the Payment Date of such portion, provided that such portion of the principal plus interest accrued thereon to such date has been paid to the Owner. Upon payment of all the principal and interest installments on the Bond, the Bond will no longer be Outstanding and entitled to the benefits of this Trust Agreement.

Section 2.3. Redemption of the Bond.
(A) Optional Redemption. The Bond is subject to redemption on or after September 1, 20__, at the option of the Authority, from any source of available funds, on any date, as a whole or in part in Authorized Denominations (in inverse order of payment date), at a price equal to the principal amount thereof to be redeemed, plus accrued interest to the date fixed for redemption.
(B) Redemption From Special Tax Prepayments. The Bond is subject to redemption at the option of the Authority, from redemption payments received with respect to the CFD 8 Local Obligations or the CFD 9 Local Obligations that were derived from prepayments of the Special Tax, as a whole or in part (applied to such payment dates as may be specified by the Authority) on any Interest Payment Date commencing September 1, 20__, at the following redemption prices (expressed as percentages of the principal amount redeemed):

Redemption Period
267
13 (Dates Inclusive) Redemption Price
March 1, 2023, through September 1, 20__
March 1, 20__
September 1, 20__ and any Interest Payment Date thereafter Section 2.4. Execution and Authentication. The Bond shall be executed in the name and on behalf of the Authority by the Chairman of the Authority and attested by its Secretary or an Assistant Secretary of the Authority. The signature of any of these officers on the Bond may be facsimile or manual. The Bond shall then be delivered to the Trustee for authentication.

If any of the officers who signed the Bond cease to be such officer or officers of the Authority before the Bond so signed has been authenticated, or delivered by the Trustee, or issued by the Authority, the Bond may nevertheless be authenticated, delivered, and issued and, upon such authentication, delivery, and issue, is as binding upon the Authority as though those who signed the same had continued to be such officers of the Authority. The Bond may be signed and attested on behalf of the Authority by such persons as at the actual date of execution of the Bond are the proper officers of the Authority although at the nominal date of the Bond any such person was not such officer of the Authority.

Except as may be provided in any Supplemental Trust Agreement, the Bond is not valid or obligatory for any purpose or entitled to the benefits of this Trust Agreement unless there appears on the Bond a certificate of authentication substantially in the form provided for herein, manually executed by the Trustee. Such certificate of authentication when manually executed by the Trustee is conclusive evidence, and the only evidence, that the Bond has been duly executed, authenticated, and delivered hereunder.

Section 2.5. Bond Register. The Trustee will keep or cause to be kept at its Corporate Trust Office a record of the registration and transfer of the Bond. Upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such record, the Bond as hereinbefore provided.

Section 2.6. Transfer of Bond.

The Owner may transfer the Bond, but only in whole to a proposed transferee that executes a Letter of Representations.

Transfer shall be made upon the books required to be kept pursuant to the provisions of Section 2.5 (Bond Register) hereof, in person or by the duly authorized attorney of such person, upon surrender of the Bond to the Authority for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Authority and the purchaser’s duly executed Letter of Representations.

Whenever the Bond is surrendered for transfer, the designated Authority officials shall execute (as provided in Section 2.4 (Execution and Authentication) hereof) and deliver a new 268
14 Bond. The Authority shall require the payment by the Owner requesting any such transfer of any tax or other governmental charge required to be paid with respect to such transfer.

No transfer of the Bond is required to be made by the Authority during the period from the close of business on the Record Date next preceding any Payment Date to and including such Payment Date.

Section 2.7. Mutilated, Destroyed, Lost, or Stolen Bond. If (i) a mutilated Bond is surrendered to the Trustee, or the Authority and the Trustee receive evidence to their satisfaction of the destruction, loss, or theft of the Bond, and (ii) there is delivered to the Authority and the Trustee such security or indemnity as may be required by them to save each of them harmless, then the Authority shall execute, and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding.

Upon the issuance of any new Bond under this Section, the Authority may require payment of a sum sufficient to pay the cost of preparing such Bond, any tax or other governmental charge that may be imposed in relation thereto, and any other expenses connected therewith.

If, after the delivery of such replacement Bond, the original Bond in lieu of which the replacement Bond was issued is presented for payment or registration, the Trustee shall seek to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom and is entitled to recover from the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Trustee or the Authority in connection therewith.

Section 2.8. Payment of Interest on the Bond; Interest Rights Preserved. Interest on the Bond that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Owner thereof as of the close of business on the Regular Record Date for such interest specified in the provisions of this Trust Agreement.

Any interest on the Bond that is payable but is not punctually paid or duly provided for on any Interest Payment Date forthwith ceases to be payable to the Owner on the relevant Regular Record Date. Such defaulted interest shall be paid to the Person in whose name the Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee. In the name and at the expense of the Authority, the Trustee shall cause notice of the payment of such defaulted interest and the Special Record Date to be mailed, first-class postage prepaid, to the Owner at his address as it appears in the Bond Register not fewer than ten (10) days prior to such Special Record Date.

Subject to the foregoing provisions of this Section, a new Bond delivered under this Trust Agreement upon transfer of or in exchange for or in lieu of the Bond carries all the rights to interest accrued and unpaid, and to accrue, that were carried by the Bond. The Bond shall bear 269
15 interest from such date that neither loss nor gain in interest results from such transfer or substitution.

Section 2.9. Person Deemed the Owner. The Authority and the Trustee are entitled to treat the person in whose name the Bond is registered as the owner thereof for all purposes of the Trust Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Authority. The ownership of the Bond is proved by the Bond Register.

Section 2.10. Cancellation. If surrendered to the Trustee for payment, redemption, or transfer, the Bond shall be promptly cancelled by the Trustee; and, if surrendered to any person other than the Trustee, the Bond shall be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by the Trustee.

The Authority shall deliver the Bond to the Trustee for cancellation if it is acquired in any manner by the Authority, and the Trustee shall promptly cancel the Bond.

No Bond shall be authenticated in lieu of or in exchange for the Bond cancelled as provided in this Section.

Section 2.11. Validity of the Bond. The recital in the Bond that it is issued pursuant to the Constitution and statutes of the State is conclusive evidence of its validity and of compliance with provisions of law in its issuance.

Section 2.12. Documents to be Delivered at Closing and Annual Reporting. On or prior to the date of delivery of the Bond, the Authority shall cause to be delivered to the Original Purchaser the documents listed in Exhibit D. The Authority shall not deliver the Bond to the Original Purchaser until the Original Purchaser has executed and delivered to the Authority a Letter of Representations in the form of Exhibit B. The Authority shall cause the City to provide the annual reporting and other reports and information required under Section 3 (Annual Reporting Requirements to Owner) of the CFD 8 Fiscal Agent Agreement and the CFD 9 Fiscal Agent Agreement respectively to the Original Purchaser in the manner and at the times required under said section(s).

ARTICLE 3

APPLICATION OF PROCEEDS
Section 3.1. Application of Proceeds of the Bond and other Funds. The amount of $____________, comprising the sum of the proceeds of the sale of the Bond in the amount of $____________, together with $_________ held in the Reserve Funds for the Local Obligations, shall be deposited with the Trustee and shall be set aside or transferred by the Trustee as follows:
(A) The Trustee shall transfer to the escrow agent under the Escrow Agreement for deposit in the Escrow Fund established thereunder $______________. 270
16 (B) The Trustee shall deposit in the Costs of Issuance Fund (created by Section 3.2 (Establishment and Application of Costs of Issuance Fund)), $__________.

Section 3.2. Establishment and Application of Costs of Issuance Fund. The Trustee shall establish, maintain, and hold a separate fund designated as the “Costs of Issuance Fund.” The moneys in the Costs of Issuance Fund shall be applied by the Trustee to pay the Costs of Issuance of the Bond, upon a Requisition filed with the Trustee, in the form attached hereto as Exhibit C. All interest, profits, and other income received from the investment of moneys in the Costs of Issuance Fund shall be deposited therein. At the end of six (6) months from the date of issuance of the Bond, or upon an earlier determination by the Authority that amounts in such account are no longer required for the payment of Costs of Issuance, the Trustee shall transfer any remaining amounts in such fund to the Authority and the Costs of Issuance Fund shall be closed.

ARTICLE 4

REDEMPTION OF BOND
Section 4.1. Notice to Trustee. In the case of any redemption at the election of the Authority of the Bond or any portion thereof, the Authority shall, at least 45 days prior to the date fixed for redemption (unless a shorter notice is satisfactory to the Trustee in the sole determination of the Trustee) notify the Trustee of such redemption date and of the principal amount of the Bond to be redeemed.

Section 4.2. Notice of Redemption.
(A) Mailed Notice. The Trustee, on behalf of and at the expense of the Authority, shall mail notice of redemption not fewer than thirty (30) nor more than sixty (60) days prior to the redemption date, to the Owner at its address appearing on the Bond Register.

Notice of redemption to the Owner shall be given by first class mail. (B) Content of Notice. Each notice of redemption shall state (1) the date of such notice, (2) the date of issue of the Bond, (3) the redemption date, (4) the Redemption Price, (5) the place or places of redemption (including the name and appropriate address or addresses of the Trustee), and, (6) in the case of a redemption in part only, the portion of the principal amount thereof to be redeemed. Each such notice shall also (a) state that on said date there will become due and payable on the Bond the Redemption Price thereof or of said specified portion of the principal amount thereof in the case of a redemption in part only, together with interest accrued thereon to the date fixed for redemption, (b) state that from and after such redemption date interest thereon ceases to accrue, and (c) shall require that the Bond be then surrendered at the address or addresses of the Trustee specified in the redemption notice.

Section 4.3. Deposit of Redemption Price. Prior to any redemption date, the Authority shall deposit with the Trustee an amount of money sufficient to pay the Redemption Price of the Bond or portion thereof to be redeemed on that date plus 271
17 interest accrued to the date of redemption. Such money shall be held in trust for the benefit of the persons entitled to such Redemption Price.

Section 4.4. Bond Payable on Redemption Date. Notice of redemption having been duly given as aforesaid and moneys for payment of the Redemption Price of the Bond or portion thereof to be redeemed plus interest accrued to the date of redemption being held by the Trustee, on the redemption date designated in such notice (i) the Bond or portion thereof to be redeemed shall become due and payable at the Redemption Price specified in such notice plus interest accrued to the date of redemption, (ii) interest on the Bond or portion thereof ceases to accrue, (iii) the Bond or portion thereof ceases to be entitled to any benefit or security under this Trust Agreement, and (iv) the Owner has no rights in respect thereof except to receive payment of said Redemption Price and accrued interest.

Upon surrender of the Bond for redemption in accordance with said notice, the Bond or portion thereof shall be paid by the Trustee at the Redemption Price plus (if the redemption date is not an Interest Payment Date) interest accrued to the date of redemption. Installments of interest due on or prior to the Redemption Date are payable to the Owner on the relevant Regular Record Dates according to the term of the Bond and the provisions of Section 2.8 (Payment of Interest on the Bond; Interest Rights Preserved).

Section 4.5. Bond Redeemed in Part. Upon surrender of the Bond redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond of Authorized Denomination, and of the same maturity, equal in aggregate principal amount to the unredeemed portion of the Bond surrendered.

Section 4.6. Right to Rescind Notice. The Authority may rescind any optional redemption and notice thereof for any reason on any date prior to the date fixed for redemption by causing written notice of the rescission to be given to the Owner. Any optional redemption and notice thereof shall be rescinded if, for any reason, on the date fixed for redemption monies are not available for such purpose in an amount sufficient to pay in full on said date the principal of, interest, and any premium due on the Bond called for redemption. Notice of rescission of redemption shall be given in the same manner in which notice of redemption was originally given. The actual receipt by the Owner of notice of such rescission is not a condition precedent to rescission, and failure to receive such notice or any defect in such notice does not affect the validity of the rescission 272
18 ARTICLE 5

DEFEASANCE
Section 5.1. Discharge of Trust Agreement.
(A) Payment of Bond. The Bond may be paid in any of the following ways:
(1) by paying or causing to be paid the principal of and interest on the Bond, as and when the same become due and payable;
(2) by depositing with the Trustee, an escrow agent or other fiduciary, in trust, at or before maturity, money or securities in the necessary amount (as provided in Section 5.3 (Deposit of Money or Securities with Trustee)) to pay or redeem the Bond; or (3) by delivering the Bond to the Trustee for cancellation. (B) Consequence of Payment of the Bond. If the Authority pays the Bond and also pays or causes to be paid all other sums payable hereunder, then and in that case, at the election of the Authority, evidenced by a Statement of the Authority filed with the Trustee signifying the intention of the Authority to discharge all such obligations and this Trust Agreement, and notwithstanding that the Bond has not been surrendered for payment, this Trust Agreement, the pledge of assets made hereunder, all covenants and agreements and other obligations of the Authority under this Trust Agreement, and the rights and interests created hereby (except as to any surviving rights of transfer as provided in Section 2.6 (Transfer of Bond) and rights to payment from moneys deposited with the Trustee as provided in Section 5.2 (Discharge of Liability on the Bond)) cease, terminate, become void, and are completely discharged and satisfied. Notwithstanding the satisfaction and discharge of this Trust Agreement, the obligations to the Trustee under Section 9.7 (Compensation and Indemnification of Trustee), the provisions of Section 9.9 (Removal and Resignation; Appointment of Successor), and the covenants of the Authority to preserve the exclusion of interest on the Bond from gross income for federal income tax purposes contained in Section 7.7 (Federal Income Tax Covenants) survive.
(C) Delivery of Excess Funds. In such event, upon Request of the Authority, the Trustee shall cause an accounting for such period or periods as may be requested by the Authority to be prepared and filed with the Authority and shall execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over, transfer, assign, or deliver to the Authority all moneys or securities or other property held by it pursuant to this Trust Agreement that, as evidenced by a verification report (upon which the Trustee may conclusively rely) from a firm of certified public accountants, are not required for the payment or redemption of the Bond; subject to the provisions of Section 7.7 (Federal Income Tax Covenants) and the Tax Certificate with respect to moneys in the Rebate Fund.

Section 5.2. Discharge of Liability on the Bond. Upon the deposit with the Trustee, escrow agent, or other fiduciary, in trust, at or before maturity, of money or Defeasance Securities in the necessary amount (as provided in Section 5.3 (Deposit of Money or Securities with Trustee)) to pay or redeem the Bond 273
19 (whether upon or prior to its maturity or the redemption date of the Bond), provided that, if the Bond is to be redeemed prior to maturity, notice of such redemption has been given as in Article 4 (Redemption of Bond) provided or provision satisfactory to the Trustee has been made for the giving of such notice, then all liability of the Authority in respect of the Bond ceases, terminates, and is completely discharged, except that thereafter (i) the Owner is entitled to payment of the principal of and interest on the Bond and premium, if any, thereon by the Authority, and the Authority remains liable for such payment, but only out of such money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of Section 5.4 (Payment of Bond After Discharge of Trust Agreement) and (ii) the Owner thereof retains its rights of transfer as provided in Section 2.6 (Transfer of Bond).

Section 5.3. Deposit of Money or Securities with Trustee. Whenever in this Trust Agreement it is provided or permitted that there be deposited with or held in trust by the Trustee money or securities in the necessary amount to pay or redeem the Bond, the money or securities so to be deposited or held may include money or securities held by the Trustee in the funds and accounts established pursuant to this Trust Agreement and shall be:
(A) Cash. cash held in certificates of deposit, savings accounts, deposit accounts or money market deposits in an amount equal to all unpaid principal of and interest on the Bond to maturity, except that, if the Bond is to be redeemed prior to maturity and in respect of which notice of such redemption has been given as in Article 4 (Redemption of the Bond) provided or provision satisfactory to the Trustee has been made for the giving of such notice, the amount to be deposited or held is all unpaid principal of or Redemption Price and interest on the Bond to the redemption date; or
(B) Securities. Defeasance Securities the principal of and interest on which when due will, together with the cash (if any) deposited with or held by the Trustee at the same time, in the opinion of an independent certified public accountant delivered to the Trustee (upon which opinion the Trustee may conclusively rely), provide money sufficient to pay the unpaid principal of and all unpaid interest to maturity, or to the redemption date, as the case may be, on (and any redemption premium on) the Bond to be paid or redeemed, as such principal or Redemption Price and interest become due, provided that, if the Bond is to be redeemed prior to the maturity thereof, notice of such redemption has been given as in Article 4 (Redemption of the Bond) provided or provision satisfactory to the Trustee has been made for the giving of such notice;
provided, in each case, that the Trustee has been irrevocably instructed (by the terms of this Trust Agreement or by Request of the Authority) to apply such money to the payment of such principal or Redemption Price of and interest on the Bond.

Section 5.4. Earnings on Moneys Unclaimed After Payment of Bond. All moneys held by or on behalf of the Trustee for the payment of principal of or interest or premium on the Bond, whether at redemption or maturity, shall be held for the account of the Owner thereof and the Trustee is not required to pay Owner any 274
20 interest on, and is not liable to the Owner or any other person for any interest earned on, moneys so held.

Section 5.5. Notice of Defeasance. If the Bond is to be paid and discharged pursuant to Section 5.1(A)(2), the Trustee shall within thirty (30) days after the money or Defeasance Securities have been deposited with it mail a notice, first class postage prepaid, to the Owner at the address listed on the registration books kept by the Trustee pursuant to Section 2.5 (Bond Register) hereof, (a) setting forth the maturity date or date fixed for redemption, as the case may be, of the Bond, (b) giving a description of the Defeasance Securities, if any, held by it, and (c) stating that this Trust Agreement has been released in accordance with the provisions of this Article.

ARTICLE 6

REVENUES
Section 6.1. Liability of Authority Limited to Revenues. Notwithstanding anything contained herein, the Authority is not required to advance any money derived from any source other than the Revenues as provided herein for the payment of the interest on or principal of or redemption premiums, if any, on the Bond or for the performance of any agreements or covenants herein contained. The Authority may, however, advance funds for any such purpose so long as such funds are derived from a source legally available for such purpose without incurring any indebtedness.

Section 6.2. Pledge of Revenues; Assignment of Local Obligations. (A) Pledge of Revenues. In order to secure the payment of the principal of, premium, if any, and interest on the Bond in accordance with its terms and the provisions of this Trust Agreement, and subject only to the provisions of this Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth herein, the Authority hereby pledges all of the Revenues and any other amounts (including proceeds of the sale of Bond) held in any fund or account established pursuant to this Trust Agreement, other than amounts on deposit in the Rebate Fund. This pledge constitutes a first pledge of and charge and lien upon such assets for the payment of the Bond in accordance with its terms and is valid and binding from and after issuance of the Bond, without any physical delivery thereof or further act. The pledge herein made is irrevocable until the Bond has been paid and retired or until moneys have been set aside irrevocably for that purpose. (B) Assignment of Local Obligations. The Authority hereby unconditionally transfers, assigns, and sets over to the Trustee for the benefit of the Owner, without recourse, all of the right, title and interest of the Authority in the Local Obligations. (C) Right of the Trustee to Receive Revenues and Enforce Local Obligations. The Trustee is entitled to and shall collect and receive all of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and shall forthwith be 275
21 paid by the Authority to the Trustee. The Trustee is also entitled to and shall take all steps, actions, and proceedings following an Event of Default reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the City under the Local Obligations.

Section 6.3. Receipt and Deposit of Revenues in the Revenue Fund. The Trustee shall establish, maintain and hold in trust a special fund designated as the "Revenue Fund." The Trustee shall deposit the Revenues, when and as received by the Trustee, into the Revenue Fund; provided that the Trustee shall deposit any Revenues that represent payment of the redemption price of any Local Obligation (other than from a mandatory sinking account redemption) into the Redemption Fund. All moneys at any time held in the Revenue Fund are held in trust for the benefit of the Owner and shall be disbursed, allocated, and applied solely for the uses and purposes set forth in Section 6.4 (Allocation of Revenues).

Section 6.4. Allocation of Revenues.
(A) Allocations for Debt Service. So long as the Bond is Outstanding, the Trustee shall set aside the moneys in the Revenue Fund in the following respective funds or accounts (each of which the Trustee shall establish, maintain and hold in trust for the benefit of the Owner of the Bond) in the following amounts, in the following order of priority, the requirements of each such fund (including the making up of any deficiencies in any such fund resulting from lack of moneys sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any deposit is made to any fund subsequent in priority:
(1) Interest Fund. On each Interest Payment Date, commencing March 1, 2023, the Trustee shall set aside in the Interest Fund an amount that, when added to the amount contained in the Interest Account on that date, will be equal to the aggregate amount of interest becoming due and payable on the Bond on such Interest Payment Date. (2) Principal Fund. On each Principal Payment Date, commencing September 1, 2023, the Trustee shall deposit in the Principal Fund an amount that, when added to the amount then contained in the Principal Account, will be equal to the amount of principal becoming due and payable on the Bond on such Principal Payment Date. (B) Surplus Amounts. Any moneys remaining in the Revenue Fund after the foregoing transfers described in (1) and (2) of Subsection (A) above shall be deposited into the Rebate Fund, if so directed by the Authority. Amounts not required to be so deposited shall be transferred on the same Business Day (or as soon as reasonably practicable, thereafter) to the City. The City may use and apply any moneys when received by it for any lawful purpose of the City, including the redemption of the Bond upon the terms and conditions set forth herein.

Section 6.5. Application of Interest Fund. All money in the Interest Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bond as it becomes due and payable.
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22 Section 6.6. Application of Principal Fund. All amounts in the Principal Fund shall be used and withdrawn by the Trustee solely for the purposes of paying the principal of the Bond when due and payable.

Section 6.7. Rebate Fund. The Trustee shall establish and maintain a fund designated as the “Rebate Fund” separate from any other fund held by the Trustee. The Trustee shall deposit moneys into and disburse moneys from the Rebate Fund pursuant to written instructions from the Authority. The Trustee shall be deemed conclusively to have complied with the provisions of this Section and the Tax Certificate if it follows the instructions of the Authority, including to supply all necessary information in the manner specified in the Tax Certificate. In the absence of written instructions from the Authority, the Trustee is not required to take any action with respect to the Rebate Fund or the Tax Certificate and has no liability or responsibility to enforce compliance by the Authority with the terms of the Tax Certificate.

Section 6.8. Investments of Money in Accounts and Funds. (A) Investment in Investment Securities. All moneys in any of the funds and accounts held by the Trustee and established pursuant to this Trust Agreement shall be invested solely as directed by the Authority, solely in Investment Securities. The Authority shall provide investment direction in writing at least two (2) Business Days prior to the date of investment. The Authority's investment directions are subject to the limitations set forth in Section 7.7 (Federal Income Tax Covenants), the maturity limitations set forth in subsection (B) (Maturity of Investments) of this Section, and such additional limitations or requirements consistent with the foregoing as may be established by Request of the Authority.

Each investment direction must contain a certification by the Authority that the investments are “Investment Securities” as defined in Section 1.1 hereof, and the Trustee has no duty or obligation to ascertain whether any investment is an Investment Security Investment or complies with the Authority’s investment policy. If and to the extent the Trustee does not receive investment instructions from the Authority with respect to the moneys in the funds and accounts held by the Trustee pursuant to this Trust Agreement, such moneys shall be invested in money market mutual funds, which may include such funds for which the Trustee or an affiliate provides investment advice or other services, and the Trustee shall thereupon immediately request investment instructions from the Authority for such moneys. The Trustee or its affiliates may act as agent, principal, sponsor, advisor or depository with regard to any Permitted Securities. The Trustee shall furnish the Authority periodic cash transaction statements that include detail for all investment transactions effected by the Trustee or brokers selected by the Authority. Upon the Authority’s election, such statements will be delivered via the Trustee’s online service and upon electing such service, paper statements will be provided only upon request. The Authority waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, to the extent permitted by law. The Authority further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. 277
23 (B) Maturity of Investments. Moneys in the funds and accounts established hereunder shall be invested in Investment Securities maturing or available on demand not later than the date on which it is estimated that such moneys will be required by the Trustee. (C) Deposit of Earnings. All interest, profits, and other income received from the investment of moneys in any fund or account held by the Trustee hereunder, other than the Rebate Fund, shall be transferred to the Revenue Fund when received. All interest, profits, and other income received from the investment of moneys in the Rebate Fund shall be deposited therein, except as otherwise directed by the Authority. Notwithstanding anything to the contrary contained in this paragraph, an amount of interest received with respect to any Investment Security equal to the amount of accrued interest, if any, paid as part of the purchase price of such Investment Security shall be credited to the fund or account from which such accrued interest was paid.
(D) Accounting; Acquisition and Disposition. The Trustee may commingle any of the funds or accounts established pursuant to this Trust Agreement into a separate fund or funds for investment purposes only, provided that all funds or accounts held by the Trustee hereunder shall be accounted for separately as required by this Trust Agreement. The Trustee and its affiliates may act as sponsor, advisor, depository, principal, or agent in the making or disposing of any investment and, with the prior written consent of the Authority, may impose its customary charge therefor. The Trustee may sell at the best price reasonably obtainable, or present for redemption, any Investment Securities so purchased whenever it is necessary to provide moneys to meet any required payment, transfer, withdrawal, or disbursement from the fund or account to which such Investment Security credited, and the Trustee is not liable or responsible for any loss resulting from such investment. (E) Investment Recordkeeping.
(1) Information to Establish Yield on Investments. The Trustee shall keep proper books of record and accounts containing complete and correct entries of all transactions made by it relating to the receipt, investment, disbursement, allocation and application of the moneys related to the Bond, including moneys derived from, pledged to, or to be used to make payments on the Bond and held by the Trustee hereunder. Such records shall specify the account or fund to which each investment (or portion thereof) held by the Trustee is to be allocated and shall set forth, in the case of each Permitted Investment, (a) its purchase price, (b) identifying information, including par amount, coupon rate, and payment dates, (c) the amount received at maturity or its sale price, as the case may be, including accrued interest, (d) the amounts and dates of any payments made with respect thereto, and (e) the dates of acquisition and disposition or maturity.
(2) Information to Establish Purchase and Disposition of Investments at Fair Market Value. The Trustee shall also provide to the Authority, in accordance with a Request of the Authority, with respect to each purchase or sale of a Permitted Investment made by it such documentation as is reasonably available to the Trustee and is required by the Tax Code or other applicable law to be obtained by the Authority as evidence to establish that all investments have been acquired and disposed of on an established market in arm's-length 278
24 transactions at a price equal to their fair market value and with no amounts have been paid to reduce the yield on the investments.

Section 6.9. Funds and Accounts. Any fund required by this Trust Agreement to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee, either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds shall at all times be maintained in accordance with customary standards of the corporate trust industry, to the extent practicable, and with due regard for the protection of the security of the Bond and the rights of the Owner.

Section 6.10. Money Held for the Owner. The money held by the Trustee for the payment of the interest, principal, or Redemption Price due on any date with respect to the Bond (or a portion of the Bond if redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held uninvested in trust by it for the Owner, subject, however, to the provisions of Section 5.4 (Earnings on Moneys Unclaimed After Payment of the Bond).

ARTICLE 7

COVENANTS OF THE AUTHORITY
Section 7.1. Power to Issue Bond and Make Pledge and Assignment. The Authority is duly authorized pursuant to law to enter into the Trust Agreement, authorize the issuance of the Bond, and pledge the Revenues and assign the Local Obligations under this Trust Agreement, in the manner and to the extent provided in this Trust Agreement. The Bond and the provisions of this Trust Agreement are and will be the valid and binding limited obligations of the Authority in accordance with their terms.

Section 7.2. Punctual Payment and Performance. The Authority will punctually pay out of the Revenues the interest on and the principal of and redemption premiums, if any, to become due on the Bond in strict conformity with the terms hereof and of the Bond, and will faithfully observe and perform all the agreements and covenants to be observed or performed by the Authority contained herein and in the Bond.

Section 7.3. Against Encumbrances. The 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 Bond.

Section 7.4. Enforcement and Amendment of Local Obligations. The Authority and the Trustee shall enforce all of their rights with respect to the Local Obligations to the fullest extent necessary to preserve the rights and protect the security of the Owner hereunder.
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25 The Authority and the Trustee may, without the consent of or notice to the Owner of the Bond, consent to any amendment, change or modification of any Local Obligation that may be required (a) to conform to the provisions hereof (including any modifications or changes contained in any Supplemental Trust Agreement), (b) for the purpose of curing any ambiguity or inconsistency or formal defect or omission, (c) to add additional rights acquired in accordance with the provisions of such Local Obligation, (d) in connection with any other change therein that is not to the material prejudice of the Trustee or the Owner of the Bond, or (e) in the Opinion of Bond Counsel, to preserve the exemption of interest on Local Obligations or the Bond from federal income taxes or the exemption of such interest from State personal income taxes.

Except for amendments, changes or modifications provided for in the preceding paragraph, neither the Authority nor the Trustee shall consent to any amendment, change or modification of any Local Obligation without the mailing of’ notice and the written approval or consent of the Owner of the Bond given and procured as provided in this Section. If at any time the Authority requests the consent of the Trustee to any such proposed amendment, change or modification of a Local Obligation, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be mailed in the same manner as provided by Section 12.3 (Notice of Supplemental Trust Agreements). Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the ‘instrument embodying the same are on file with the Trustee for inspection by the Owner. Nothing contained in this Section shall be construed to prevent the Trustee, with the consent of the Authority, from settling a default under any Local Obligation on such terms as the Trustee may determine to be in the best interests of the Owner.

Section 7.5. Extension of Time for Payment of the Bond. The Authority will not directly or indirectly extend or assent to the extension of the maturity of the Bond or the time of payment of any of the claims for interest by the purchase or funding of the Bond or claims for interest or by any other arrangement. If the maturity of the Bond or the time of payment of any such claims for interest is extended, the Bond or claims for interest are not entitled, in case of any default hereunder, to the benefits of this Trust Agreement, unless the principal of the Bond and of all claims for interest represented thereby that have not been so extended have been paid in full. Nothing in this Section shall be deemed to limit the right of the Authority to issue bonds for the purpose of refunding the Bond, and such issuance shall not be deemed to constitute an extension of the maturity of the Bond.

Section 7.6. Preservation of Rights of the Owner. The Authority shall at all times, to the extent permitted by law, defend, preserve, and protect the pledge and assignment of the Local Obligations and other assets and all the rights of the Owner under this Trust Agreement against all claims and demands of all persons whomsoever.

Section 7.7. Federal Income Tax Covenants. The Authority shall at all times do and perform all acts and things permitted by law and this Trust Agreement that are necessary and desirable in order to assure that interest paid on the Bond will be excluded from gross income for federal income tax purposes and shall take no action that would result in such interest not being so excluded. Without limiting 280
26 the generality of the foregoing, the Authority agrees to comply with the provisions of the Tax Certificate. This covenant survives the defeasance or payment in full of the Bond.

Section 7.8. Further Assurances. The Authority will make, execute and deliver any and all such instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Trust Agreement and for the better assuring and confirming unto the Owner of the rights and benefits provided in this Trust Agreement.

ARTICLE 8

EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 8.1. Events of Default. The following events are Events of Default:
(A) Principal Payment Default. Default in the due and punctual payment of the installments of principal or the Redemption Price of the Bond when and as the same become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise, in the amounts and at the times provided therefor; (B) Interest Payment Default. Default in the due and punctual payment of any installment of interest on the Bond when and as such interest installment becomes due and payable; and
(C) Other Covenant Default. If the Authority fails to observe or perform any covenant, condition, agreement or provision in this Trust Agreement on its part to be observed or performed, other than as referred to in subsection (A) or (B) of this Section, for a period of thirty days after written notice, specifying such failure and requesting that it be remedied, has been given to the Authority; except that, if such failure can be remedied but not within such thirty-day period and if the Authority has taken all action reasonably possible to remedy such failure within such thirty-day period, such failure does not become an Event of Default for so long as the Authority diligently proceeds to remedy same. (D) Local Obligation Agreement Default. Any Event of Default under the CFD 8 Fiscal Agent Agreement or the CFD 9 Fiscal Agent Agreement.

Section 8.2. Remedies on Default. The Trustee is hereby irrevocably appointed (and the successive Owners of the Bond, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney-in-fact of the Owner of the Bond for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to the Owner under the provisions of the Bond, this Trust Agreement and applicable provisions of law. If an Event of Default occurs, then, and in each and every such case during the continuance of such Event of Default, the Trustee may, and upon the written request of the Owner and upon being indemnified to its satisfaction therefor shall, by notice in writing to the Authority, take any of the following actions:
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27 by mandamus or other action, suit, or proceeding at law or in equity to enforce the Owner’s rights against the Authority or any of the officers or employees of the Authority, and to compel the Authority or any such officers or employees to perform and carry out their duties under the Bond Law and the agreements and covenants with the Owner contained herein; by suit in equity to enjoin any acts or things that are unlawful or violate the rights of the Owner; bring suit upon or otherwise enforce any defaulting Local Obligation; by suit in equity upon the nonpayment of the Bond to require the Authority or its officers and employees to account as the trustee of an express trust.

The Trustee has no right to declare the principal of the Bond then Outstanding, or the interest accrued thereon, to be due and payable immediately Section 8.3. Application of Money Collected. If an Event of Default occurs and is continuing, the Trustee Agent shall apply all funds then held or thereafter received by the Trustee under any of the provisions of this Trust Agreement (except as otherwise provided in this Trust Agreement) as follows and in the following order:
(A) First: To the payment of reasonable fees and expenses of the Trustee (including reasonable fees and disbursements of its counsel and other agents) incurred in and about the performance of its duties under this Trust Agreement; (B) Second: To the payment of all installments of interest then due in the order of the maturity of such installments; and
(C) Third: To the payment of the unpaid principal installments on the Bond that have become due, whether at maturity or by call for redemption, in the order of their due dates, with interest on the overdue principal at the rate borne by the Bond.

Section 8.4. Trustee May Enforce Claims without Possession of the Bond. All rights of action under this Trust Agreement or the Bond or otherwise may be prosecuted and enforced by the Trustee without the possession of the Bond or the production thereof in any proceeding relating thereto, and any such suit, action, or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of the Owner, subject to the provisions of this Trust Agreement (including Section 8.5 (Limitation on Suits)).

Section 8.5. Control of Remedies by Owner. Anything in this Trust Agreement to the contrary notwithstanding, the Owner of the Bond has the right to exercise all of the powers, consents, rights and remedies to which the Owner of the Bond is entitled hereunder, including the right, at any time, by an instrument in writing executed and delivered to the Trustee and upon furnishing the Trustee with indemnification satisfactory to it, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder in connection with the enforcement of 282
28 the terms of this Trust Agreement or exercising any trust or power conferred on the Trustee by this Trust Agreement.

Section 8.6. Unconditional Right of Owner to Receive Principal, Premium, and Interest. Nothing contained in Section 8.5 (Limitation on Suits), in any other provision of this Trust Agreement, or in the Bond affects or impairs the obligation of the Authority, which is absolute and unconditional, to pay the principal or Redemption Price of and interest on the Bond to the Owner of the Bond when due, or upon call for redemption, as herein provided, or affect or impair the right of such Owners, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Bond.

Section 8.7. Restoration of Positions. In case any proceedings taken by the Trustee or the Owner on account of any Event of Default are discontinued or abandoned for any reason or are determined adversely to the Trustee or the Owner, then in every such case the Authority, the Trustee, and the Owner, subject to any determination in such proceedings, are restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and duties of the Authority, the Trustee, and the Owner continue as though no such proceedings had been taken.

Section 8.8. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Owner of the Bond is intended to be exclusive of any other right or remedy, and every right and remedy is, to the extent permitted by law, cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, does not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 8.9. Delay or Omission Not Waiver. No delay or omission of the Trustee or of the Owner of the Bond to exercise any right or remedy accruing upon an Event of Default impairs any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Trust Agreement or by law to the Trustee or to the Owner of the Bond may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Owner, as the case may be.

ARTICLE 9

THE TRUSTEE
Section 9.1. Appointment of the Trustee. U.S. Bank Trust Company, National Association, is hereby appointed as Trustee under this Trust Agreement and hereby accepts the trust imposed upon it as Trustee hereunder and to perform all the functions and duties of the Trustee hereunder, subject to the terms and conditions set forth in this Trust Agreement.
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29 Section 9.2. Certain Duties and Responsibilities.
(A) When No Default is Continuing. Prior to an Event of Default, and after the curing or waiver of all Events of Default that may have occurred, the following duties and responsibilities apply:
(1) Duties Limited to Those Specified. The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement and no implied covenants shall be read into this Trust Agreement against the Trustee; (2) Reliance on Documents. In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Trust Agreement; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee is under a duty to examine the same to determine whether or not they conform to the requirements of the Trust Agreement.
(B) During Continuance of Default. During the existence of any Event of Default (that has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in their exercise, as a reasonable person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(C) Immunities of Trustee. No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection A of this Section;
(2) the Trustee is not liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;
(3) the Trustee is not liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owner relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Trust Agreement; and (4) no provision of this Trust Agreement requires 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, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (D) Immunities Applicable to All Provisions of Trust Agreement. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the 284
30 conduct or affecting the liability of or affording protection to the Trustee is subject to the provisions of this Article 9 (The Trustee).

Section 9.3. Notice of Defaults. Within forty-five (45) days after the occurrence of any default hereunder, the Trustee shall transmit by mail to the Owner as its name and address appear on the Bond Register notice of such default hereunder known to the Trustee, unless such default has been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of or premium, if any, or interest on the Bond, the Trustee is protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Owner; and provided further that in the case of any default of the character specified in Section 8.1(C (Events of Default – Other Covenant Default) no such notice to the Owner shall be given until at least thirty (30) days after the occurrence thereof.

For purposes of this Section, “default” means any event that is, or after notice or lapse of time or both would become, an Event of Default.

Section 9.4. Certain Rights of Trustee; Liability of Trustee; Adverse Effect Determinations. Except as otherwise provided in Section 9.2 (Certain Duties and Responsibilities):
(A) Reliance on Documents Believed Genuine. The Trustee may rely and is protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, requisition, consent, order, bond, note, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(B) Documentation of Authority’s or City’s Directions. Any request or direction of the Authority or the City mentioned herein is sufficiently evidenced by a Certificate, Statement, Request, Requisition, or Order of the Authority or the City, as the case may be;
(C) Reliance on Authority Statement. Whenever in the administration of the trusts imposed upon it by this Trust Agreement the Trustee deems it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder, the Trustee (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a Statement of the Authority, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable;
(D) Reliance on Advice of Counsel. The Trustee may consult with counsel, including, without limitation, counsel of or to the Authority or the City, and the written advice of such counsel or any Opinion of Counsel is full and complete authorization and protection in respect of any action taken, suffered, or omitted by the Trustee hereunder in good faith and in reliance thereon;
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31 (E) Security for Costs. The Trustee is under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request, order or direction of the Owner pursuant to the provisions of this Trust Agreement, including, without limitation, the provisions of Article 8 (Events of Default and Remedies) hereof, unless the Owner has offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred therein or thereby.
(F) Investigation of Factual Matters. The Trustee is not bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it is entitled to examine the books, records and premises of the Authority or the City, personally or by agent or attorney. (G) Performance of Duties by Agents. The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and is entitled to advice of counsel concerning all matters of trust and its duty hereunder, but the Trustee is answerable for the negligence or misconduct of any such attorney-in-fact, agent, or receiver selected by it; provided that the Trustee is not answerable for the negligence or misconduct of any attorney-in-law or certified public accountant selected by it with due care.
(H) Knowledge of Event of Default. The Trustee shall not be deemed to have knowledge of, and is not required to take any action with respect to, any Event of Default other than an Event of Default described in subsection (A) (Principal Payment Default) or (B) (Interest Payment Default) of Section 8.1 (Events of Default) unless a Responsible Officer of the Trustee has actual knowledge of such event.
(I) No Responsibility for Disclosure Material. The Trustee has no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bond.
(J) Extension of Immunities. The immunities extended to the Trustee also extend to its directors, officers, employees and agents. (K) No Duty. The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty.

Section 9.5. Trustee Not Responsible for Recitals, Validity of the Bond, or Application of Proceeds.
(A) Trustee Makes No Representations. The recitals of facts herein and in the Bond contained shall be taken as statements of the Authority, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Trust Agreement or of the Bond, as to the sufficiency of the Local Obligations payments or the priority of the lien of this Trust Agreement thereon, or as to 286
32 the financial or technical feasibility of any project and does not incur any responsibility in respect of any such matter, other than in connection with the duties or obligations expressly herein or in the Bond assigned to or imposed upon it.
(B) Trustee Not Responsible for Authority’s Use of Certain Moneys and Other Actions. The Trustee is not responsible for:
(1) the application or handling by the Authority of any moneys transferred to or pursuant to any Requisition or Request of the Authority in accordance with the terms and conditions hereof;
(2) the application and handling by the Authority of any fund or account designated to be held by the Authority hereunder; (3) any error or omission by the Authority in making any computation or giving any instruction pursuant to the Tax Certificate and the Trustee may rely conclusively on any computations or instructions furnished to it by the Authority in connection with the requirements of the Tax Certificate;
(4) the construction, operation, or maintenance of any project or facilities by the City.

Section 9.6. Trustee May Hold Debt. The Trustee may in good faith hold any other form of indebtedness of the Authority or the City, own, accept or negotiate any drafts, bills of exchange, acceptances or obligations of the Authority or the City and make disbursements for the Authority or the City and enter into any commercial or business arrangement therewith, without limitation.

Section 9.7. Compensation and Indemnification of Trustee. The Authority agrees, but subject to the provisions of Section 6.1 (Liability of Authority Limited to Revenues):
(A) Compensation. to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder; (B) Reimbursement. except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel (including internal counsel)), except any such expense, disbursement, or advance as be attributable to the Trustee’s negligence or willful misconduct; and (C) Indemnification. to indemnify the Trustee for, and to hold it harmless against, any loss, liability, or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trusts created hereby, including the 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 powers or duties hereunder or with respect to the Local Obligations. 287
33 The rights of the Trustee and the obligations of the Authority under this Section survives the discharge of the Bond and this Trust Agreement.

Section 9.8. Corporate Trustee Required; Eligibility. There must at all times be a Trustee hereunder, which must be a federally chartered savings association or institution, trust company, or bank having the powers of a trust company authorized to do business in the State, having a combined capital and surplus of at least seventy-five million dollars ($75,000,000), and subject to supervision or examination by federal or state authority. If such federally chartered savings association or institution, 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, then for the purpose of this Section the combined capital and surplus of such federally chartered savings association or institution, 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. If at any time the Trustee ceases to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in this Article.

Section 9.9. Removal and Resignation; Appointment of Successor. (A) Trustee’s Right to Resign. The Trustee may resign at any time by giving written notice of such resignation to the Authority and by giving the Owner notice of such resignation by mail at the address shown on the Bond Register. If an instrument of acceptance by a successor Trustee has not been delivered to the Trustee within thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. (B) Authority’s Right to Remove Trustee. The Authority may remove the Trustee at any time, unless an Event of Default has occurred and is then continuing, by giving written notice of such removal to the Trustee.
(C) Mandatory Removal of Trustee. The Authority shall remove the Trustee if at any time,
(1) requested to do so by an instrument in writing signed by the Owner of the Bond (or its attorney duly authorized in writing); (2) the Trustee ceases to be eligible in accordance with Section 9.8 (Corporate Trustee Required; Eligibility) and fails to resign after written request therefor by the Authority, or
(3) the Trustee becomes incapable of acting or is adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property is appointed or any public officer takes control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation, or liquidation,
in each case by giving written notice of such removal to the Trustee. 288
34 (D) Appointment of Successor. If the Trustee resigns, is removed, or becomes incapable of acting, or if a vacancy occurs in the office of Trustee for any cause, the Authority shall promptly appoint a successor Trustee by an instrument in writing. If no successor Trustee has been so appointed by the Authority and accepted appointment in the manner hereinafter provided within 30 days after such resignation, removal, or incapability or the occurrence of such vacancy, the Owner may, by an instrument signed by the Owner of the Bond, appoint a successor Trustee, or the Owner may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. (E) Performance of Duties by Treasurer. If, by reason of the judgment of any court, the Trustee or any successor Trustee is rendered unable to perform its duties hereunder, and if no successor Trustee be then appointed, all such duties and all of the rights and powers of the Trustee hereunder shall be assumed by and vest in the Treasurer, or designee, of the Authority in trust for the benefit of the Owner. (F) Notice of Removal or Resignation. The Authority, at the expense of the City, shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Owners as their names and addresses appear in the Bond Register.

Each notice shall include the name of the successor Trustee and the address of its corporate trust office. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the City.

Section 9.10. Acceptance of Appointment by Successor. Any successor Trustee appointed under this Trust Agreement shall execute and deliver to the Authority, to the City and to its predecessor Trustee an instrument accepting such appointment, and thereupon such successor Trustee, without any further act, deed, or conveyance, becomes vested with all the moneys, rights, powers, trusts, and duties of the predecessor Trustee; but, at the Request of the Authority or the request of the successor Trustee, the predecessor Trustee shall, upon payment of its charges, execute and deliver an instrument conveying and transferring to the successor Trustee all the right, title, and interest of such predecessor Trustee in and to any property held by it under this Trust Agreement and shall duly assign, transfer, and deliver to the successor Trustee all property and money held by the predecessor Trustee hereunder. Upon request of any successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, properties, rights, powers, trusts, and duties.

Section 9.11. Merger or Consolidation. Any company or entity into which the Trustee may be merged or converted or with which it may be consolidated or any company or entity resulting from any merger, conversion, or consolidation to which it is a party or any company or entity to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such company or entity is eligible under Section 9.8 (Corporate Trustee Required; 289
35 Eligibility), shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

In case the Bond has been executed, but not delivered, by the Trustee then in office, any successor by merger, conversion, or consolidation to such executing Trustee may adopt such execution and deliver the Bond so executed with the same effect as if such successor Trustee had itself executed the Bond.

Section 9.12. Preservation and Inspection of Documents. So long as the Bond is Outstanding, all documents received by the Trustee under the provisions of this Trust Agreement shall be retained in its possession and shall be subject at all reasonable times to the inspection of the Authority, the City and the Owner, and their agents and representatives duly authorized in writing, at reasonable times and under reasonable conditions.

Section 9.13. Accounting Records and Reports. The Trustee will keep or cause to be kept proper books of record and accounts prepared in accordance with corporate trust industry standards, in which complete and accurate 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 Authority at reasonable hours and under reasonable conditions.

ARTICLE 10

AMENDMENT OF THE TRUST AGREEMENT
Section 10.1. Supplemental Trust Agreements without Consent of the Owner. This Trust Agreement and the rights and obligations of the Authority, of the Trustee, and of the Owner of the Bond may be modified or amended from time to time and at any time by a Supplemental Trust Agreement, which the Authority and the Trustee may enter into without the consent of the Owner but only to the extent permitted by law and only for any one or more of the following purposes:
(A) Additional Security. To add to the covenants and agreements of the Authority contained in this Trust Agreement other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bond (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority; (B) Curative Provisions. To make such provisions for the purpose of curing any ambiguity, inconsistency, or omission, or of curing or correcting any defective provision, contained in this Trust Agreement, or in regard to matters or questions arising under this Trust Agreement, or to make any other revisions or additions to this Trust Agreement as the Authority may deem necessary or desirable, and that do not materially and adversely affect the interests of the Owner of the Bond;
(C) Trust Indenture Act Qualification. To modify, amend, or supplement this Trust Agreement in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add 290
36 such other terms, conditions, and provisions as may be permitted by said act or similar federal statute, and that do not materially and adversely affect the interests of the Owner of the Bond; (D) Redemption Notification. To modify or supplement the procedures for giving notice of redemption of the Bond in order to comply with regulations promulgated by the United States Securities and Exchange Commission;
(E) Preservation of Tax-Exemption. To make such provisions as are necessary or appropriate to ensure the exclusion of interest on the Bond from gross income for purposes of federal income taxation; and
Section 10.2. Supplemental Trust Agreements with Consent of the Owner. (A) Consent of the Owner. This Trust Agreement and the rights and obligations of the Authority, the Owner of the Bond, and the Trustee may be modified or amended from time to time and at any time by a Supplemental Trust Agreement, which the Authority and the Trustee may enter into when the written consent of the Owner of the Bond have been filed with the Trustee.
(B) Form of Consent. It is not necessary for the consent of the Owner to approve the particular form of any Supplemental Trust Agreement, but it is sufficient if such consent approves the substance thereof.

Section 10.3. Notice of Supplemental Trust Agreements. Promptly after the execution and delivery by the Trustee and the Authority of any Supplemental Trust Agreement pursuant to this Article, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Trust Agreement or attaching a copy thereof to the Owner of the Bond at the address shown on the Bond Register.

Any failure to give such notice, or any defect therein, does not, however, in any way impair or affect the validity of any such Supplemental Trust Agreement.

Section 10.4. Execution of Supplemental Trust Agreements. In executing, or accepting the additional trusts created by, any Supplemental Trust Agreement permitted by this Article or the modification thereby of the trusts created by this Trust Agreement, the Trustee is entitled to receive, and, subject to Section 9.2 (Certain Duties and Responsibilities), is fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplemental Trust Agreement is authorized or permitted by this Trust Agreement. The Trustee may, but is not obligated to, enter into any such Supplemental Trust Agreement that affects the Trustee's own rights, duties, or immunities under this Trust Agreement or otherwise.

Section 10.5. Effect of Supplemental Trust Agreements. From and after the time any Supplemental Trust Agreement becomes effective pursuant to this Article, this Trust Agreement shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties, and obligations under this Trust Agreement of the Authority, the Trustee, and the Owner of the Bond shall thereafter be determined, exercised, and enforced hereunder subject in all respects 291
37 to such modification and amendment, and all the terms and conditions of any such Supplemental Trust Agreement shall be deemed to be part of the terms and conditions of this Trust Agreement for any and all purposes.

Section 10.6. Endorsement of the Bond; Preparation of a New Bond. A Bond delivered after any Supplemental Trust Agreement becomes effective pursuant to this Article may, and if the Trustee so determines shall, bear a notation by endorsement or otherwise in form approved by the Authority and the Trustee as to any modification or amendment provided for in such Supplemental Trust Agreement, and, in that case, upon demand of the Owner at the time of such execution and presentation of the Bond for such purpose at the Corporate Trust Office or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation shall be made on such Bond. If the Supplemental Trust Agreement so provides, a new Bond so modified as to conform, in the opinion of the Authority and the Trustee, to any modification or amendment contained in such Supplemental Trust Agreement, shall be prepared and executed by the Trustee and, upon demand of the Owner of the Bond and upon surrender for cancellation of the Bond, shall be exchanged at the Corporate Trust Office, without cost to the Owner, for a new Bond in the same principal amount and of the same tenor and maturity.
[Signature page follows]
292
38 IN WITNESS WHEREOF, the WEST SACRAMENTO FINANCING AUTHORITY has caused this Trust Agreement to be signed in its name by its duly authorized officer and U.S.

BANK TRUST COMPANY, NATIONAL ASSOCIATION, in token of its acceptance of the trusts created hereunder, has caused this Trust Agreement to be signed by its duly authorized officer, all as of the day and year first above written.

WEST SACRAMENTO FINANCING AUTHORITY
By:

Authorized Officer
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:

Authorized Officer
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EXHIBIT A
[FORM OF BOND]
REGISTERED No. R-1

THIS BOND MAY ONLY BE TRANSFERRED IN WHOLE TO A PERSON OR ENTITY SUBJECT TO THE CONDITIONS DESCRIBED IN THE TRUST AGREEMENT.

WEST SACRAMENTO FINANCING AUTHORITY

SPECIAL TAX REVENUE REFUNDING BOND,
SERIES 2022

ORIGINAL PRINCIPAL

AMOUNT INTEREST RATE

ORIGINAL ISSUE
DATE
$ % December __, 2022
REGISTERED OWNER:

The WEST SACRAMENTO FINANCING AUTHORITY, a joint exercise of powers agency established pursuant to the laws of the State of California (the “Authority”), for value received, hereby promises to pay (but only out of the Revenues and other assets pledged therefor as hereinafter mentioned) to the registered owner named above or registered assigns, the installments of principal and interest (calculated from the original issue date stated above at the interest rate per annum stated above ) in the amounts and on the dates stated below (subject to reduction in the case of a partial redemption of the Bond):

The principal and interest installments on this Bond are payable in lawful money of the United States of America by wire transfer on each payment date to the registered owner as of the close of business on the fifteenth (15th) day of the calendar month immediately preceding such payment date. Payments of principal of the Bond shall be made without the requirement for presentation and surrender of the Bond by the registered owner, provided that principal of the Bond that is payable at final maturity shall be made only upon presentation and surrender of the Bond at the corporate trust office of U.S. Bank Trust Company, National Association, as trustee (together with any successor as trustee under the hereinafter mentioned Trust Agreement, the “Trustee”).

Interest on this Bond ceases to accrue (i) on the maturity date hereof, provided that there has been irrevocably deposited with the Trustee an amount sufficient to pay the principal amount hereof, plus interest accrued hereon to such date; or (ii) on the redemption date hereof, provided there has been irrevocably deposited with the Trustee an amount sufficient to pay the redemption price hereof, plus interest accrued hereon to such date, and premium hereon, if any. The owner of this Bond is not entitled to any other payment, and this Bond will no longer be outstanding and entitled to the benefits of the Trust Agreement, except for the payment of the principal amount or redemption price (and premium, if any), as appropriate, of this Bond together with accrued interest hereon from moneys held by the Trustee for such payment.

The Authority has duly authorized the issuance of this Bond, has designated it as its “West Sacramento Financing Authority Special Tax Revenue Refunding Bond, Series 2022,” and has issued it in the original principal amount stated above. This Bond is issued by the Authority pursuant to the provisions of Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code (herein called the “Bond Law”), and pursuant to a Trust Agreement dated December 1, 2022, between the Authority and the Trustee (said Trust Agreement, as amended and supplemented from time to time, the “Trust Agreement”).

Reference is hereby made to the Trust Agreement (a copy of which is on file at the office of the Trustee) for a description of the terms on which the Bond is issued , the provisions with regard to the nature and extent of the security for the Bond, and the respective rights thereunder of the owner of the Bond, the Trustee, and the Authority. All the terms of the Trust Agreement are hereby incorporated herein and constitute a contract between the Authority and the registered owner from time to time of this Bond. The registered owner of this Bond, by its acceptance hereof, consents and agrees to all the provisions of the Trust Agreement. Capitalized terms not otherwise defined herein have the meanings set forth in the Trust Agreement.

The Bond and the interest thereon are payable from Revenues and are secured by a pledge of the Revenues and of amounts held in the funds and accounts established pursuant to the Trust Agreement, subject only to the provisions of the Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth in the Trust Agreement.
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THE BOND IS A SPECIAL, LIMITED OBLIGATION OF THE AUTHORITY PAYABLE FROM AND SECURED SOLELY BY THE REVENUES. NEITHER THE FAITH

AND CREDIT NOR THE TAXING POWER OF THE AUTHORITY, THE STATE OF

CALIFORNIA, OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE

PAYMENT OF THE PRINCIPAL OF, OR INTEREST OR REDEMPTION PREMIUM ON, THE BOND. THE ISSUANCE OF THE BOND DOES NOT DIRECTLY OR INDIRECTLY

OR CONTINGENTLY OBLIGATE THE AUTHORITY, THE STATE OF CALIFORNIA, OR

ANY POLITICAL SUBDIVISION THEREOF TO LEVY OR TO PLEDGE ANY FORM OF

TAXATION WHATEVER THEREFOR OR TO MAKE ANY APPROPRIATION FOR ITS PAYMENT. THE BOND IS NOT A DEBT, LIABILITY, OR OBLIGATION OF ANY

MEMBER OF THE AUTHORITY, THE STATE OF CALIFORNIA, OR ANY OTHER PUBLIC AGENCY (OTHER THAN THE AUTHORITY).

The Bond is subject to redemption on or after September 1, 20__, at the option of the Authority, from any source of available funds, on any date, as a whole or in part in Authorized Denominations (in inverse order of payment date), at a price equal to the principal amount thereof to be redeemed, plus accrued interest to the date fixed for redemption.

The Bond is subject to redemption prior to their respective stated maturities at the option of the Authority, from redemption payments received with respect to the CFD 8 Local Obligations or the CFD 9 Local Obligations that were derived from prepayments of the Special Tax, as a whole or in part (in such maturities as may be specified by the Authority and at random within a maturity) on any Interest Payment Date commencing March 1, 2023, at the following redemption prices (expressed as percentages of the principal amount of the Bond called for redemption), together with accrued interest to the date fixed for redemption:

Redemption Date
(Interest Payment Dates) Redemption Price
March 1, 2023, through September 1, 20__
March 1, 20__
September 1, 20__ and any Interest Payment Date thereafter If this Bond is called for redemption and payment is duly provided therefor as specified in the Trust Agreement, interest ceases to accrue hereon from and after the date fixed for redemption.

The rights and obligations of the Authority and of the registered owner of the Bond may be modified or amended at any time in the manner, to the extent, and upon terms provided in the Trust Agreement, which provide, in certain circumstances, for modifications and amendments without the consent of or notice to the registered owner of the Bond.

This Bond is transferable by the registered owner hereof, in person or by its attorney duly authorized in writing, at the corporate trust office of the Trustee, but only in the manner, subject to the limitations, and upon payment of the charges provided in the Trust Agreement, and upon surrender and cancellation of this Bond. Upon such transfer, a new fully registered Bond for the same principal amount will be issued to the transferee in exchange herefor. 296
2239654.1 7203-039 A-4
The Authority, the Trustee, and any paying agent may deem and treat the Person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Bond be overdue, and neither the Authority, the Trustee, nor any paying agent is affected by any notice to the contrary.

The Authority hereby certifies and recites that any and all acts, conditions, and things required to exist, to happen, and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Bond, and in the issuing of this Bond, do exist, have happened, and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California, and that this Bond is within every debt and other limit prescribed by the Constitution and the statutes of the State of California and is not in excess of the amount of bonds permitted to be issued under the Trust Agreement or the Bond Law.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Bond is not entitled to any benefit under the Trust Agreement and is not valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Authority has caused this Bond to be executed in its name and on its behalf by its duly authorized officers all as of the Original Issue Date specified above.

WEST SACRAMENTO FINANCING AUTHORITY
By:

Chair of the Authority
Attest:

Secretary of the Authority
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TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is the Bond described in the within-mentioned Trust Agreement, which has been authenticated on the date set forth below.

Dated: December __, 2022 U.S. BANK TRUST COMPANY. NATIONAL ASSOCIATION, as Trustee
By:

Authorized Signatory

ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto ______________________________ the within Bond and do(es) hereby irrevocably constitute and appoint ________________________ attorney, to transfer the same on the bond register of the Trustee, with full power of substitution in the premises.

Dated: _______________________
NOTE: The signature(s) to this Assignment must
correspond with the name(s) on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.

Signature(s) Guaranteed by:

Note: Signature must be guaranteed by an eligible
guarantor institution (banks, securities brokers, savings associations, credit unions, or other institutions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17A(d)15.

Social Security Number, Tax Identification
Number, or other identifying number of Assignee:
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LEGAL OPINION
The following is a true copy of the opinion rendered by Kronick, Moskovitz, Tiedemann & Girard, a Professional Corporation, and Lozano Smith, LLP, in connection with the issuance of, and dated as of the date of the original delivery of, the Bond described therein. A signed copy is on file in my office.
________________________________
Secretary of the Authority

KRONICK, MOSKOVITZ, TIEDEMANN &
GIRARD
A Professional Corporation
1331 Garden Hwy, 2nd Floor
Sacramento, CA 95833

LOZANO SMITH, LLP
One Capitol Mall, Suite 640
Sacramento, CA 95814
Members of the Board
West Sacramento Financing Authority
Re: West Sacramento Financing Authority
Special Tax Revenue Refunding Bond, Series 2022
(Final Opinion of Co-Bond Counsel)
Ladies and Gentlemen:

We have acted as co-bond counsel in connection with the issuance by the West Sacramento Financing Authority (the “Authority”) of its Special Tax Revenue Refunding Bond, Series 2022 (the “Bond”). The Bond is authorized to be issued pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985 (the “Act”) (Article 4, Chapter 5, Division 7, Title 1 of the California Government Code) and pursuant to the provisions of a trust agreement (the “Trust Agreement”) dated December 1, 2022, between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The Bond is secured by all amounts received by the Authority or the Trustee pursuant to or with respect to (i) the City of West Sacramento Community Facilities District No. 8 (Southport Industrial Park) Special Tax Refunding Bonds, Series 2014 (the “CFD 8 Local Obligations”), issued by the City of West Sacramento (the “City”) pursuant to the Fiscal Agent Agreement dated February 1, 2014, between the City and U.S. Bank Trust Company, National Association (successor-in-interest to U.S. Bank National Association), as fiscal agent (“CFD 8 Fiscal Agent Agreement”) and (ii) the City of West Sacramento Community Facilities District No. 9 (Staples Project) Special Tax Refunding Bonds, Series 2014 (the “CFD 9 Local Obligations”), issued by the City pursuant to the Fiscal Agent Agreement dated February 1, 2014, between the City and U.S. Bank Trust Company, National Association (successor-ininterest to U.S. Bank National Association), as fiscal agent ( the “CFD 9 Fiscal Agent Agreement”).
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Capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Trust Agreement.

We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the representations of the Authority and the City contained in the Trust Agreement, the CFD 8 Fiscal Agent Agreement and the CFD 9 Fiscal Agent Agreement, and the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation.

Based upon the foregoing, we are of the opinion, under existing law, as follows:

1. The Authority has been duly created and is validly existing as a public agency of the State of California with full power and authority to enter into the Trust Agreement, to perform the agreements on its part contained in the Trust Agreement, and to issue the Bond.

2. The Trust Agreement has been duly executed and delivered by the Authority and is a valid and binding obligation of the Authority.

3. The Trust Agreement creates a valid pledge, to secure the payment of the principal of and interest on the Bond, of the Revenues and all other amounts held in any fund or account (other than the Rebate Fund) established pursuant to the Trust Agreement, to the extent set forth in the Trust Agreement and subject to the provisions of the Trust Agreement that permit the Authority to apply the Revenues and other amounts for the purposes and on the terms and conditions set forth in the Trust Agreement. The Trust Agreement also creates a valid assignment to the Trustee, for the benefit of the owner of the Bond, of the right, title and interest of the Authority in the CFD 8 Local Obligations and the CFD 9 Local Obligations, to the extent more particularly described in the Trust Agreement.

4. The Bond has been duly authorized, executed and delivered by the Authority and is a valid and binding limited obligation of the Authority, payable solely from the Revenues and other funds provided therefor in the Trust Agreement.

5. The CFD 8 Local Obligations and the CFD 9 Local Obligations are valid and binding limited obligations of the City, payable solely from the proceeds of the Special Tax and certain funds held under the respective fiscal agent agreement to the extent specified therein.

6. The Bond is not a lien or charge upon the funds or property of the Authority except to the extent of the aforementioned pledge and assignment. Neither the faith and credit nor the taxing power of the City, the State of California, or any subordinate entity or political subdivision of either is pledged to the payment of the principal of or interest on the Bond. The Authority has no taxing power. The Bond is not a debt of the City, the State of California, or any other political subdivision of the State of California, none of which is liable for the payment thereof.

7. Interest on the Bond is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal individual alternative minimum tax imposed on individuals; however, interest on the Bonds is taken into account in 300
2239654.1 7203-039 A-8
determining annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on certain corporations for tax years beginning after December 31, 2022. The opinion set forth in the preceding sentence is subject to the condition that the Authority and the City comply with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bond in order that the interest thereon be, and continue to be, excludable from gross income for federal income tax purposes. The Authority and the City have covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Bond to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Bond. We observe that, for tax years beginning after December 31, 2022, interest on the Bond included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. We express no opinion regarding other federal tax consequences arising with respect to the Bond.

8. Interest on the Bond is exempt from State of California personal income taxes.

The opinions set forth above are further qualified as follows:
a. The rights of the owners of the Bond and the enforceability of the Bond and the Trust Agreement are limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, and other similar laws affecting creditors’ rights generally, to the application of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith, and fair dealing, to the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law, and to the limitations on legal remedies imposed on actions against public agencies in the State of California.
b. We express no opinion as to the enforceability under certain circumstances of contractual provisions respecting various summary remedies without notice or opportunity for hearing or correction, especially if their operation would work a substantial forfeiture or impose a substantial penalty upon the burdened party.
c. We express no opinion as to the effect or availability of any specific remedy provided for in the Trust Agreement under particular circumstances, except that we believe such remedies are, in general, sufficient for the practical realization of the rights intended thereby.
d. We express no opinion as to the enforceability of any indemnification, contribution, choice of law, choice of forum, or waiver provisions contained in the Trust Agreement.
e. The opinions expressed herein are based on an analysis of existing laws, regulations, rulings, and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine or to inform any person whether any such actions are taken or omitted or events do occur. We disclaim any obligation to update this opinion for events occurring after the date hereof.
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Very truly yours,

KRONICK, MOSKOVITZ, TIEDEMANN & GIRARD
A Professional Corporation

LOZANO SMITH, LLP
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EXHIBIT B
Form of Purchaser’s Letter of Representations
[Date]
West Sacramento Financing Authority
1110 West Capitol Avenue
West Sacramento, CA 95691
Re: West Sacramento Financing Authority
Special Tax Revenue Refunding Bond, Series 2022
Ladies and Gentlemen:

The undersigned, [PURCHASER] (the “Purchaser”), hereby represents and warrants to you as follows:

1. The Purchaser has purchased on the date hereof the above-referenced bond (the “Bond”), the outstanding principal amount of which is $_________, issued pursuant to the Trust Agreement dated December 1, 2022 (the “Trust Agreement”), made between U.S. Bank Trust Company, National Association, and the West Sacramento Financing Authority (the “Authority”).

2. The Purchaser has sufficient knowledge and experience in business and financial matters in general, and obligations such as the Bond in particular, to enable the Purchaser to evaluate the Bond, the credit of the Authority, the collateral, and the bond terms.

3. The Purchaser will make its own independent credit analysis and decision to purchase the Bond based on an independent examination and evaluation of the transaction and the information provided to the Purchaser by the Authority or its agents (the “Information”), without reliance on the Authority or its officers, employees, attorneys or agents except with respect to the Information.

4. The Purchaser acknowledges that no credit rating has been sought or obtained with respect to the Bond.

5. The Purchaser acknowledges that no official statement has been prepared for the Bond, and that the Authority will not be entering into a continuing disclosure agreement pursuant to SEC Rule 15c2-12 to provide ongoing disclosure respecting the Bond. The Purchaser has been offered copies of or full access to all documents relating to the Bond and all records, reports, financial statements and other information concerning the Authority and pertinent to the source of payment for the Bond as deemed material by the Purchaser that the Purchaser, as a reasonable investor, has requested and to which the Purchaser, as a reasonable investor, would attach significance in making an investment decision.
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6. The Purchaser confirms that its purchase of the Bond constitutes acquisition of an asset that is suitable for its portfolio and consistent with its asset acquisition program and that the Purchaser is able to bear the economic risk of ownership of the Bond, including a complete loss of value.

7. The Purchaser is purchasing the Bond solely for its own account and not with a present intent to, or in connection with, any distribution, resale, pledging, fractionalization, subdivision or other disposition thereof (subject to the understanding that disposition of Purchaser’s property will remain at all times within its control). Because the Purchaser has no immediate intent to trade the Bond, the Purchaser has not obtained a CUSIP number for the Bond or applied for DTC eligibility for the Bond.

8. The Purchaser understands and agrees that ownership of the Bond may be transferred only in whole to a person or entity that executes a letter of representations substantially in the form of this letter.

9. The Purchaser understands that the Bond (i) has not been registered under the Securities Act of 1933, as amended (the “Act”), and (ii) has not been registered or qualified under any state securities or “Blue Sky” laws, and that the Trust Agreement has not been qualified under the Trust Indenture Act of 1939, as amended.

10. The Purchaser has been furnished with and has examined electronic copies of the Bond, the Trust Agreement, and other documents, certificates and the legal opinions delivered in connection with the issuance of the Bond.

11. The Purchaser understands that the Authority and its counsel will rely upon the accuracy and truthfulness of the representations and warranties contained herein and hereby consents to such reliance.

12. The signatory of this letter is a duly authorized officer of the Purchaser with the authority to sign this letter on behalf of the Purchaser, and this Certificate has been duly authorized, executed and delivered.
_______________________
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EXHIBIT C
Form of Requisition from Costs of Issuance Fund
West Sacramento Financing Authority
Special Tax Revenue Refunding Bond, Series 2022
To: U.S. Bank Trust Company, National Association, Trustee One California Street, Suite 1000
San Francisco, California 94111
The undersigned is authorized to submit this requisition pursuant to the terms of the Trust Agreement dated December 1, 2022, between U.S. Bank Trust Company, National Association, as Trustee, and the West Sacramento Financing Authority (the “Authority”). The Authority hereby requests payment of the amounts listed on Schedule I hereto.

Obligations in the stated amounts have been incurred by the Authority and are presently due and payable. Each item is a proper charge against the Costs of Issuance Fund and has not been previously paid from the fund. All payments shall be made by check or wire transfer in accordance with the payment instructions set forth herein and the Trustee may rely on such payment instructions though given by the Authority with no duty to investigate or inquire as to the authenticity of the invoice or the payment instructions contained therein.

Signature of Authorized Officer of the Authority
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SCHEDULE I
[Please see attached invoices for delivery and/or wire instructions]

ITEM PAYEE AMOUNT PURPOSE

1. 2.

3. 4.

5. 306
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EXHIBIT D

DOCUMENTS TO BE DELIVERED AT THE CLOSING OF THE SALE OF THE BOND (a) CFD 8 Fiscal Agent Agreement dated February 1, 2014 between the City and U.S. Bank Trust Company, National Association (successor-in-interest to U.S. Bank National Association), as fiscal agent, and First Supplemental Fiscal Agent Agreement dated December 1, 2022 (the “CFD 8 Supplemental Fiscal Agent Agreement”), between the City and U.S. Bank Trust Company, National Association (successor-in-interest to U.S. Bank National Association), as fiscal agent.
(b) CFD 9 Fiscal Agent Agreement dated February 1, 2014 between the City and U.S.

Bank Trust Company, National Association (successor-in-interest to U.S. Bank National Association), as fiscal agent, and First Supplemental Fiscal Agent Agreement dated December 1, 2022 (the “CFD 9 Supplemental Fiscal Agent Agreement,” and together with the CFD 8 Supplemental Fiscal Agent Agreement, the “Supplemental Fiscal Agent Agreements”), between the City and U.S. Bank Trust Company, National Association (successor-in-interest to U.S. Bank National Association), as fiscal agent.
(c) Trust Agreement dated December 1, 2022 (the “Trust Agreement”), between the Authority and U.S. Bank Trust Company, National Association, as trustee. (d) Escrow Agreement dated December 1, 2022 (the “Escrow Agreement”), dated December 1, 2022, between the Authority and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”).
(e) Verification Report. A letter addressed to the City, dated on or before the Closing Date, from ___________ (the “Verification Agent”), verifying the accuracy of the mathematical computations concerning the adequacy of the moneys to be deposited in the Escrow Fund under the Escrow Agreement to redeem the Prior Bonds on March 1, 2023. (f) CDIAC Statements. Copies of the statements with respect to the sale of the Bond required to be delivered to the California Debt and Investment Advisory Committee pursuant to Section 8855 of the California Government Code.
(g) Form 8038-G. Evidence that the federal tax information form 8038-G has been prepared by Co-Bond Counsel for filing.
(h) Tax Certificate. The Tax Certificate of the Authority, in form satisfactory to Bond Counsel, signed by an appropriate officer of the Authority. (i) City Resolution. Resolution adopted by the City Council authorizing the Supplemental Fiscal Agent Agreements, certified by the City Clerk. (j) Authority Resolution. Resolution adopted by the Authority Board authorizing the Trust Agreement and the issuance of the Bond, certified by the Board Secretary. 307
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(k) Final Opinion of Bond Counsel. The final opinion of Kronick, Moskovitz, Tiedemann & Girard, a Professional Corporation, and Lozano Smith, LLP (Co-Bond Counsel), dated the Closing Date, substantially in the form set forth in the Form of Bond attached as part of Exhibit A hereto, together with a letter dated the date of delivery of the Bond to the Original Purchaser (the “Closing Date”) and addressed to the Trustee and the Original Purchaser authorizing each of them to rely on said opinion.
(l) Defeasance Opinion of Bond Counsel. A defeasance opinion of Co-Bond Counsel, dated the Closing Date, with respect to the Prior Bonds. (m) Opinion of City Attorney. An opinion of the City Attorney of the City, dated the Closing Date and addressed to the Trustee and the Original Purchaser to the effect that:
i the City is a municipal corporation duly organized and existing under the Constitution and laws of the State of California;
ii the City has full legal power and lawful authority to enter into the Supplemental Fiscal Agent Agreements and carry out the transactions contemplated thereby;
iii the resolution approving the Supplemental Fiscal Agent Agreements has been duly adopted by the City Council at a meeting that was called and held pursuant to law with all public notice required by law and at which a quorum was present and acting throughout, and such resolution is in full force and effect and has not been modified, amended, or rescinded;
iv the Supplemental Fiscal Agent Agreements have been duly authorized, executed, and delivered by the City and constitute the legal, valid, and binding obligations of the City enforceable against the City in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors’ rights, to the application of equitable principles where equitable remedies are sought, and to the exercise of judicial discretion in appropriate cases; v to the best knowledge of such counsel, there is no action, suit, proceeding, or investigation before or by any court, public board, or body pending (notice of which has been served on the City) or overtly threatened in writing wherein an unfavorable decision, ruling, or finding would: (a) affect the creation, organization, or existence of the CFDs or the powers of the City with respect thereto or the titles of the members of the City Council or the officers of the City to their respective offices; or (b) affect the validity of the Fiscal Agent Agreements or restrain or enjoin the repayment of the Local Obligations or in any way contest or affect the validity of the Fiscal Agent Agreements or contest the authority of the City to enter into or perform its obligations under Fiscal Agent Agreements, or that, in any manner, questions the right of the City to use the Special Taxes levied within the CFDs for repayment of the Local Obligations or affects in any manner the right or ability of the City to collect or pledge the Special Taxes levied within the CFDs; and
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vi to the best knowledge of such counsel, the execution and delivery of the Supplemental Fiscal Agent Agreements and compliance with the provisions thereof under the circumstances contemplated thereby, (a) do not constitute on the part of the City a material breach of or default under any agreement or other instrument to which the City is a party or by which it is bound, and (b) do not and will not in any material respect constitute on the part of the City a violation, breach of, or default under any court order or consent decree to which the City is subject.
(n) Opinion of Authority Counsel. An opinion of the counsel to the Authority, dated the Closing Date and addressed to the Trustee and the Original Purchaser to the effect that:
i the Authority is a joint exercise of powers agency duly organized and existing under the Constitution and laws of the State of California; ii the Authority has full legal power and lawful authority to enter into the Trust Agreement and the Escrow Agreement (the “Authority Documents”) and carry out the transactions contemplated thereby;
iii the resolution approving the Authority Documents has been duly adopted by the Board of the Authority at a meeting that was called and held pursuant to law with all public notice required by law and at which a quorum was present and acting throughout, and such resolution is in full force and effect and has not been modified, amended, or rescinded;
iv the Authority Documents have been duly authorized, executed, and delivered by the Authority and constitute the legal, valid, and binding obligations of the Authority enforceable against the Authority in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors’ rights, to the application of equitable principles where equitable remedies are sought, and to the exercise of judicial discretion in appropriate cases; v to the best knowledge of such counsel, there is no action, suit, proceeding, or investigation before or by any court, public board, or body pending (notice of which has been served on the Authority) or overtly threatened in writing wherein an unfavorable decision, ruling, or finding would: (a) affect the powers of the Authority or the titles of the members of the Authority Board or the officers of the Authority to their respective offices; or (b) affect the validity of the Authority Documents or restrain or enjoin the repayment of the Bond or in any way contest or affect the validity of the Authority Documents or contest the authority of the Authority to enter into or perform its obligations under the Authority Documents, or that, in any manner, questions the right of the Authority to use the revenues from the Local Obligations to pay the Bond; and vi to the best knowledge of such counsel, the execution and delivery of the Authority Documents and compliance with the provisions thereof under the circumstances contemplated thereby, (a) do not constitute on the part of the Authority a material breach of or default under any agreement or other instrument to which the Authority is a party or by which it is bound, and (b) do not and will not in any material 309
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respect constitute on the part of the Authority a violation, breach of, or default under any court order or consent decree to which the Authority is subject. (o) Opinion of Counsel to the Trustee and the Escrow Agent. An opinion of counsel to U.S. Bank Trust Company, National Association (the “Bank”), dated the Closing Date, and addressed to the City and the Original Purchaser to the effect that:| i the Bank is a national banking association, duly organized and validly existing under the laws of the United States, having full power to enter into and perform its obligations under the Trust Agreement and the Escrow Agreement (collectively, the “Bank Agreements”);
ii assuming due execution by the other parties thereto, the Bank Agreements have been duly authorized, executed, and delivered by the Bank and constitute the legal, valid, and binding obligations of the Bank enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles, if equitable remedies are sought; iii no consent, approval, authorization, or other action by any governmental or regulatory authority having jurisdiction over the Bank that has not been obtained is or will be required for the execution and delivery of the Bank Agreements or the consummation of the transactions contemplated by the Bank Agreements. (p) City Certificate. A certificate of the City, dated the Closing Date and signed by an authorized official of City, to the effect that:
i by all necessary official action of the City Council, the City has duly authorized and approved the execution and delivery by the City of, and the performance by the City of the obligations on its part contained in, the Fiscal Agent Agreements and, as of the Closing Date, such authorizations and approvals are in full force and effect and have not been amended, modified, or rescinded;
ii the CFD 8 Special Tax and the CFD 9 Special Tax (“Special Tax”) have been duly and lawfully levied under and pursuant to the provisions of the Mello-Roos Law; and the Special Tax constitutes a valid and legally binding lien on land in the CFDs.

The Special Tax is not subject to repeal or reduction by action of the City Council if the effect thereof would interfere with the timely payment of the principal of and interest on the Local Obligations;
iii as of the Closing Date, the City is not 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 that, 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, default, or event could have an adverse effect on the City’s ability to perform its obligations under the Fiscal Agent 310
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Agreements; and, as of the Closing Date, the authorization, execution, and delivery of the Fiscal Agent Agreements and compliance by the City with the provisions of each of such agreements or instruments does not and will not 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 Fiscal Agent Agreements;
iv as of the Closing Date, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, government agency, public board, or body (collectively and individually, an “Action”) pending (notice of which has been served on the City) or, to the best knowledge of the City, threatened, in which any such Action (i) in any way questions the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) affects, contests, or seeks to prohibit, restrain, or enjoin the payment or collection of installments of the Special Tax or any amounts pledged or to be pledged to pay the principal of and interest on the Local Obligations, or in any way contests or affects the validity of the Fiscal Agent Agreements or the Local Obligations or the consummation of the transactions on the part of the City contemplated thereby; or (iii) contests the powers of City that may result in any material adverse change relating to the financial condition of the CFDs; and v all authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency, or commission having jurisdiction in the matters that are required by the Closing Date for the due authorization of, or which would constitute a condition precedent to, or the absence of which would adversely affect the due performance by the City of, its obligations in connection with the Fiscal Agent Agreements have been duly obtained or made and are in full force and effect.
(q) Authority Certificate. A certificate of the Authority, dated the Closing Date and signed by an authorized official of Authority, to the effect that:
i by all necessary official action of the Authority Board, the Authority has duly authorized and approved the execution and delivery by the Authority of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents and, as of the Closing Date, such authorizations and approvals are in full force and effect and have not been amended, modified, or rescinded; ii as of the Closing Date, the Authority is not 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 311
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which the Authority is a party or is otherwise subject, and no event has occurred and is continuing that, 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, default, or event could have an adverse effect on the Authority’s ability to perform its obligations under the Authority Documents; and, as of the Closing Date, the authorization, execution, and delivery of the Authority Documents and compliance by the Authority with the provisions of each of such agreements or instruments does not and will not 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 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 by the Authority Documents; iii as of the Closing Date, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, government agency, public board, or body (collectively and individually, an “Action”) pending (notice of which has been served on the Authority) or, to the best knowledge of the Authority, threatened, in which any such Action (i) in any way questions the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affects, contests, or seeks to prohibit, restrain, or enjoin the issuance or delivery of the Bond or the collection of debt service on the Local Obligations or any amounts pledged or to be pledged to pay the principal of and interest on the Bond, or in any way contests or affects the validity of the Authority Documents or the consummation of the transactions on the part of the Authority contemplated thereby; or (iii) contests the exemption of interest on the Bond from State or federal income taxation or contests the powers of Authority; and iv all authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency, or commission having jurisdiction in the matters that are required by the Closing Date for the due authorization of, or which would constitute a condition precedent to, or the absence of which would adversely affect the due performance by the Authority of, its obligations in connection with the Authority Documents have been duly obtained or made and are in full force and effect.
(r) Bank’s Certificate. A certificate of the Bank, dated the Closing Date, to the following effect:
i the Bank is authorized to carry out corporate trust powers, and has full power and to perform its duties under the Trust Agreement and the Escrow Agreement (the “Bank Agreements”);
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ii the Bank is duly authorized to accept the obligations created by the Bank Agreements and to authenticate the Bond pursuant to the terms of the Trust Agreement; and
iii to the best knowledge of the Bank, after due inquiry, 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 pending against the Bank or threatened against the Bank which in the reasonable judgment of the Bank would affect the existence of the Bank or in any way contesting or affecting the validity or enforceability of the Bank Agreements or contesting the powers of the Bank or its authority to enter into and perform its obligations under the Bank Agreements.
(s) Additional Documents. Such additional legal opinions, certificates, instruments, and other documents as Co-Bond Counsel or the Original Purchaser may reasonably deem necessary.
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SC383296 Escrow Agreement
ESCROW AGREEMENT — SERIES 2014
by and between

WEST SACRAMENTO FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Escrow Agent
Dated December 1, 2022
relating to the

WEST SACRAMENTO FINANCING AUTHORITY

SPECIAL TAX REVENUE BONDS
314
SC383296 1 Escrow Agreement
ESCROW AGREEMENT — SERIES 2014
This ESCROW AGREEMENT — SERIES 2014 (this “Escrow Agreement”), dated December 1, 2022, by and between the WEST SACRAMENTO FINANCING AUTHORITY (the “Authority”), a joint exercise of powers agency, duly organized and existing pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code (the “JPA Act”) and an Agreement entitled “Joint Exercise of Powers Agreement” between the City of West Sacramento (the “City”) and the Redevelopment Agency of the City, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (successor-in-interest to U.S. Bank National Association), a national banking association duly organized and existing under and by virtue of the laws of the United States (the “Bank”) and the Bank being qualified to accept and administer the trust hereby created, as escrow agent (the “Escrow Agent”);
WITNESSETH:

WHEREAS, the Authority issued its 2014 Special Tax Revenue Bonds (the “Prior Bonds”), and used the proceeds thereof to acquire certain local obligations of the City; WHEREAS, the Authority is authorized pursuant to Government Code section 6595.3 to issue bonds for the purpose of refunding its bonds and has determined to issue its West Sacramento Financing Authority Special Tax Revenue Refunding Bond, Series 2022 (the “2022 Refunding Bond”), to refund the outstanding Prior Bonds (the “Refunded Bonds”); WHEREAS, the Prior Bonds were issued pursuant to the Trust Agreement dated February 1, 2014 (the “2014 Trust Agreement”), by and between the Authority and the Bank; WHEREAS, the Authority has directed the Bank, as trustee under the Trust Agreement dated December 1, 2022 (the “2022 Trust Agreement”), by and between the Authority and the Bank, to transfer to the Bank for deposit in the escrow account established hereby certain proceeds of the 2022 Refunding Bond for the purpose of providing funds to pay and redeem the Refunded Bonds;
WHEREAS, the Authority has taken action to cause to be made available for purchase by the Escrow Agent, from amounts on deposit in the Escrow Fund (as defined herein), certain direct noncallable United States Treasury obligations (the “Escrow Securities”), listed on Schedule I attached hereto, in an aggregate principal amount that, together with the money deposited in the Escrow Fund at the same time as such deposit and the income to accrue on such securities, will be sufficient to pay (i) the interest coming due on the Refunded Bonds, and (ii) the redemption price of the Refunded Bonds on March 1, 2023;
WHEREAS, the provisions of the 2014 Trust Agreement are incorporated herein by reference as if set forth herein in full;
NOW, THEREFORE, the Authority and the Escrow Agent hereby agree as follows:

Section 1. Establishment and Maintenance of the Series 2014 Bonds Escrow Fund. The Escrow Agent is hereby directed to establish and maintain the escrow fund (the “Series 315
SC383296 2 Escrow Agreement
2014 Escrow Fund”) until all the Refunded Bonds have been redeemed and interest thereon paid as provided herein. The Escrow Agent shall, except as provided in Section 2 hereof, hold the money (constituting the initial deposit in the Series 2014 Escrow Fund) in the Series 2014 Escrow Fund at all times as a separate trust account wholly segregated from all other securities, investments or money held by it. All money in the Series 2014 Escrow Fund is hereby irrevocably pledged, subject to the provisions of Section 3 hereof, to secure the redemption of the Refunded Bonds and payment of interest thereon as provided herein. The Escrow Agent shall, on the date of execution and delivery of this Escrow Agreement, deposit the following amounts from the following sources to the Series 2014 Escrow Fund:

Refunding Bonds Proceeds
[other funds]
Total:

Section 2. Investment of Money in the Series 2014 Escrow Fund. The Authority hereby directs the Escrow Agent to retain such amount in uninvested cash in the Series 2014 Escrow Fund. The Escrow Agent shall not be liable or responsible for any loss resulting from any investment made pursuant to this section and in full compliance with the provisions hereof.

Section 3. Payment from the Series 2014 Escrow Fund. The Authority hereby irrevocably instructs the Escrow Agent, and the Escrow Agent hereby agrees, to use the money on deposit therein, to pay, as set forth in Schedule I attached hereto, the interest on the Refunded Bonds as such interest becomes due and payable; and on March 1, 2023, to pay the redemption price on the Refunded Bonds.

Section 4. Deficiencies in the Series 2014 Escrow Fund. If at any time the Escrow Agent receives actual knowledge that the cash on deposit in the Series 2014 Escrow Fund will not be sufficient to make any payment required by Section 3 (Payment from the Series 2014 Escrow Fund) with respect to the Refunded Bonds, the Escrow Agent shall notify the Authority of such fact and the Authority shall immediately use its best efforts to obtain and submit to the Escrow Agent, for deposit in the Series 2014 Escrow Fund, such additional money as may be required to cure such deficiency. The Escrow Agent has no liability for any such insufficiency.

Section 5. Notice of Redemption and Notice of Defeasance. The Authority hereby irrevocably instructs the Trustee, in accordance with the terms and conditions of the Trust Agreement to provide notice of redemption of the Refunded Bonds maturing on or after September 1, 2025, and a notice of defeasance for the Refunded Bonds, such notices to be provided in the time and manner specified in the Trust Agreement and substantially in the forms shown in Exhibit A and Exhibit B hereto.

Section 6. Compensation to Escrow Agent

6.1 Compensation. The Authority shall pay the Escrow Agent full compensation for its services under this Escrow Agreement in accordance with the terms and conditions set forth in the Escrow Agent's fee schedule then in effect for services as 316
SC383296 3 Escrow Agreement
Escrow Agent, including out-of-pocket costs such as publication costs, redemption expenses, and other costs and expenses relating hereto and, in addition, all fees, costs and expenses relating to the purchase, substitution or withdrawal of any securities after the date hereof. Under no circumstances shall amounts deposited in or credited to the Escrow Fund be deemed to be available for said purposes. The Escrow Agent has no lien upon or right of set off against the cash and securities at any time on deposit in the Escrow Funds.

6.2 Indemnification of Escrow Agent. The Authority shall indemnify, defend and hold harmless the Escrow Agent and its officers, directors, employees, representatives and agents, from and against and reimburse the Escrow Agent for any and all claims, obligations, liabilities, losses, damages, actions, suits, judgments, reasonable costs and expenses (including reasonable attorneys' and agents' fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Escrow Agent directly or indirectly relating to, or arising from, claims against the Escrow Agent by reason of its participation in the transactions contemplated hereby, except to the extent caused by the Escrow Agent's negligence or willful misconduct. The provisions of this Section 6 shall survive the termination of this Escrow Agreement or the earlier resignation or removal of the Escrow Agent.

Section 7. Functions, Immunities-and Liabilities of Escrow Agent. Moneys held by the Escrow Agent hereunder are to be held and applied for the payment of the Refunded Bonds in accordance with the 2014 Trust Agreement and this Escrow Agreement. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Escrow Agreement and no implied duties, covenants, or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall not have any liability hereunder except to the extent of its negligence or willful misconduct. In no event shall the Escrow Agent be liable for any special, indirect or consequential damages. The Escrow Agent shall not be liable for any loss from any investment made by it in accordance with the terms of this Escrow Agreement. The Escrow Agent shall not be liable for the recitals or representations contained in this Escrow Agreement, and shall not be responsible for the validity of this Escrow Agreement, the sufficiency of the Escrow Funds or the moneys and securities to pay the principal, interest and redemption premium with respect to the Refunded Bonds.

Whenever in the administration of this Escrow Agreement the Escrow Agent deems it necessary or desirable that a matter be proved or established prior to taking or not taking any action, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and established by a certificate of an authorized representative of the Authority and shall, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be full protection for any action taken or not taken by the Escrow Agent in good faith reliance thereon.

The Escrow Agent may conclusively rely as to the truth and accuracy of the statements and correctness of any opinions or calculations provided to it in connection with this Escrow Agreement and shall be protected in acting, or refraining from acting, upon any notice, instruction, request, certificate, document, opinion or other writing furnished to the Escrow 317
SC383296 4 Escrow Agreement
Agent in connection with this Escrow Agreement and reasonably believed by the Escrow Agent to be signed by the proper party, and it need not investigate any fact or matter stated therein.

None of the provisions of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder. The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. The Escrow Agent shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Escrow Agent and could not have been avoided by exercising due care. Force majeure shall include acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.

The Escrow Agent may at any time resign by giving sixty (60) days written notice of resignation to the Authority. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor and, upon the acceptance by the successor of such appointment, release the resigning Escrow Agent from its obligations hereunder by written instrument, a copy of which instrument shall be delivered to each of the Authority, the resigning Escrow Agent and the successor. If no successor shall have been so appointed and have accepted appointment within sixty (60) days after the giving of such notice of resignation, the resigning Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor.

The Escrow Agent will provide the Authority with monthly statements of the account maintained hereunder.

The Escrow Agent agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by secured e-mail, facsimile transmission or other similar secured electronic methods; provided, however, that the Escrow Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Authority elects to give the Escrow Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Agent in its discretion elects to act upon such instructions, the Escrow Agent's understanding of such instructions shall be deemed controlling.

The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Authority agrees to assume all risks arising out of the use ,of such electronic methods to submit instructions and directions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception and.misuse by third parties.

Section 8. Merger or Consolidation of the Escrow Agent. Any company into which the Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party 318
SC383296 5 Escrow Agreement
or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Escrow Agent and vested with all of the title to the Escrow Fund and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

Section 9. Amendment of the Escrow Agreement. The Escrow Agreement may not be revoked or amended by the parties hereto unless there shall first have been filed with the Authority and the Escrow Agent (i) an unqualified opinion of bond counsel that such amendment will not adversely affect the excludability from gross income for federal income tax purposes of interest evidenced by the Special Tax Refunding Bonds or the Refunded Bonds, and (ii) unless such amendment is not materially adverse to the interests of the registered owners of the Refunded Bonds, as evidenced by an opinion of counsel, the written consent of the registered owners of all Refunded Bonds then outstanding.

Section 10. Governing Law. The Escrow Agreement shall be construed and governed in accordance with the laws of the State of California.

Section 11. Notices. All notices and communications hereunder shall be in writing and shall be deemed to be duly given if received or sent by first class mail, as follows:

If to the Authority:

West Sacramento Financing Authority
c/o City of West Sacramento
1110 West Capitol Avenue
West Sacramento, California 95691
Attn: Administrative Services Director
If to the Escrow Agent:

U.S. Bank Trust Company, National Association
One California Street, Suite 1000
San Francisco, CA 94111
Attention: __________________________
Section 12. Severability. If any section, paragraph, sentence, clause or provision of the Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence, clause or provision shall not affect any of the remaining provisions of the Escrow Agreement.

Section 13. Definitions. Capitalized terms used herein and not defined herein shall have the definitions ascribed to such terms by the 2022 Trust Agreement and the 2014 Trust Agreement.
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Section 14. Execution. The Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same agreement.
[Remainder of Page Intentionally Left Blank]
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SC383296 Signature Page to Escrow Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be signed by their duly authorized officers, all as of the day and year first above written.

WEST SACRAMENTO FINANCING AUTHORITY
By:

Authorized Officer
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Escrow Agent
By:

Authorized Officer
321
SC383296 Schedule I Escrow Agreement

SCHEDULE I
Escrow Securities
[United States Treasury Certificates of Indebtedness
State and Local Government Series]
Principal Amount Interest Rate
First Interest
Payment Date Maturity Date
[United States Treasury Note
State and Local Government Series]
Principal Amount Interest Rate
First Interest
Payment Date Maturity Date

SCHEDULE II

DEBT SERVICE PAYMENT AND REDEMPTION SCHEDULE
Refunded Bonds
Payment Date
Principal
Redeemed Premium Interest Total
March 1, 2023 $18,485,000 $277,275 $492,275 $19,254,550 322
SC383296 A-1 Escrow Agreement

EXHIBIT A

NOTICE OF DEFEASANCE

WEST SACRAMENTO FINANCING AUTHORITY

SPECIAL TAX REVENUE BONDS
Maturing September 1, 2025 through September 1, 2031
(Issued February 20, 2014)
Maturity
(September 1) Principal Amount Interest Rate CUSIP*
2025* $6,425,000
c[confirm

5.000% 955641 EX9
2031* 12,060,000 5.500 955641 EY7
*Term Bond
NOTICE IS HEREBY GIVEN pursuant to the Trust Agreement dated February 1, 2014 (as thereafter amended and supplemented, the “Trust Agreement”), between the Woodland Finance Authority (the “Authority”) and U.S. Bank Trust Company, National Association, as Trustee, which provided for the issuance of the above-captioned bonds (the “Refunded Bonds”):

That the Authority has deposited in escrow with U.S. Bank Trust Company, National Association, as its escrow agent (the “Escrow Agent”), money and United States Treasury Notes and Certificates of Indebtedness, State and Local Government Series, in the necessary amount to pay (i) the interest coming due on the Refunded Bonds, and (ii) the redemption price of the Refunded Bonds on March 1, 2023, at a redemption price equal to 101.5% of the principal amount of the Refunded Bonds.

All agreements and covenants of the Authority in the Trust Agreement with respect to the Refunded Bonds have ceased, terminated, become void and been discharged and satisfied in accordance with the provisions of the Trust Agreement, except for the obligation to pay interest and on and principal of the Refunded Bonds, but only from moneys on deposit with the Escrow Agent. *The Authority and the Escrow Agent shall not be responsible for the use of the CUSIP number(s) selected, nor is any representation made as to their correctness indicated in this notice or as printed on any Refunded Bond. They are included solely for the convenience of the holders.

DATED: (date of notice generation) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
323
SC383296 B-1 Escrow Agreement

EXHIBIT B

NOTICE OF REDEMPTION

WEST SACRAMENTO FINANCING AUTHORITY

SPECIAL TAX REVENUE BONDS
Maturing September 1, 2025 through September 1, 2031
(Issued February 20, 2014)
Maturity
(September 1) Principal Amount Interest Rate CUSIP*
2025* $6,425,000 5.000% 955641 EX9
2031* 12,060,000 5.500 955641 EY7
*Term Bond
NOTICE IS HEREBY GIVEN pursuant to the Trust Agreement dated March 1, 2014 (as thereafter amended and supplemented, the “Trust Agreement”), between the Woodland Finance Authority (the “Authority”) and U.S. Bank Trust Company, National Association, as Trustee, that provided for the issuance of the above-captioned bonds (the “Refunded Bonds”), that the Refunded Bonds will be redeemed on March 1, 2023 (the “Redemption Date”), at a redemption price equal to 101.5% of the principal amount thereof (the “Redemption Price”).

Payment of the Redemption Price shall become due and payable on the Redemption Date, together with interest thereon accrued to the Redemption Date, upon presentation and surrender of such Refunded Bonds to the Corporation Trust Office(s) listed below:

U.S. Bank Trust Company, National Association
Global Corporate Trust
111 Fillmore Ave E
St. Paul, MN 55107
Interest on such Refunded Bonds shall cease to accrue on and after the Redemption Date.

IMPORTANT NOTICE
Under the provisions of the Jobs and Growth Tax Relief Reconciliation Act of 2003, 28% will be withheld if tax identification number is not properly certified.

DATED: (date of notice generation) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
324
2240545.1 7203-039
______________________________________________________________________________

FIRST SUPPLEMENTAL FISCAL AGENT AGREEMENT
between
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(successor-in-interest to U.S. Bank National Association), as Fiscal Agent
and the

CITY OF WEST SACRAMENTO
Dated December 1, 2022
relating to

CITY OF WEST SACRAMENTO
COMMUNITY FACILITIES DISTRICT NO. 8
(SOUTHPORT INDUSTRIAL PARK)
SPECIAL TAX REFUNDING BONDS, SERIES 2014
(Supplemental to the Fiscal Agent Agreement dated September 1, 2014) 325
2240545.1 7203-039 i

TABLE OF CONTENTS
Page

1. DEFINITIONS.....................................................................................................................2

2. AMENDMENTS TO FISCAL AGENT AGREEMENT....................................................2

3. ANNUAL REPORTING REQUIREMENTS TO OWNER ...............................................3

4. PROVISIONS OF THE FISCAL AGENT AGREEMENT ................................................5

5. SEPARABILITY OF INVALID PROVISIONS.................................................................5

6. EFFECT OF HEADINGS AND TABLE OF CONTENTS................................................5

7. EXECUTION IN COUNTERPARTS .................................................................................5 326
SC382670

FIRST SUPPLEMENTAL FISCAL AGENT AGREEMENT
(Supplemental to the Fiscal Agent Agreement dated September 1, 2014) relating to the
City of West Sacramento Community Facilities District No. 8 (Southport Industrial Park)
Special Tax Refunding Bonds, Series 2014
This First Supplemental Fiscal Agent Agreement, dated December 1, 2022 (this “First Supplemental Fiscal Agent Agreement”), between U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (successor-in-interest to U.S. Bank National Association), as fiscal agent (the “Fiscal Agent”), a national banking association duly organized and operating under the laws of the United States of America, and the CITY OF WEST SACRAMENTO (the “City”), a municipal corporation duly established and existing under the Constitution and laws of the State of California;
WITNESSETH:

WHEREAS, pursuant to the Fiscal Agent Agreement dated September 1, 2014 (the “Fiscal Agent Agreement”), between the Fiscal Agent and the City, the City Council of the City (the “City Council”) issued its Community Facilities District No. 8 (Southport Industrial Park) Special Tax Refunding Bonds, Series 2014 (the “Bonds”), and sold them to the West Sacramento Financing Authority (the “Authority”);
WHEREAS, pursuant to the Trust Agreement dated September 1, 2014 (the “2014 Trust Agreement”), between the Authority and U.S. Bank Trust Company, National Association (successor-in-interest to U.S. Bank National Association), as trustee (the “2014 Trustee”), the Authority issued its Special Tax Revenue Bonds, Series 2014 (the “2014 Authority Bonds”), and assigned the Bonds to the Trustee to secure the payment of the 2014 Authority Bonds; WHEREAS, pursuant to the Trust Agreement dated December 1, 2022 (the “2022 Trust Agreement”), between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “2022 Trustee”), the Authority issued its Special Tax Revenue Refunding Bond, Series 2022 (the “2022 Authority Refunding Bond”), to refund and defease the 2014 Authority Bonds;
WHEREAS, upon the delivery of the 2022 Authority Refunding Bond, the 2014 Authority Bonds have been defeased, the 2014 Trust Agreement has been satisfied and discharged, and ownership of the Bonds has reverted to the Authority; WHEREAS, pursuant to the 2022 Trust Agreement, the Authority will assign the Bonds to the 2022 Trustee to secure the payment of the 2022 Authority Refunding Bond; WHEREAS, Section 10.2(A) (Supplemental Fiscal Agent Agreements with Consent of Bondholders or Credit Providers) provides that the Fiscal Agent Agreement and the rights and obligations of the City, of the Fiscal Agent, and of the Owners of the Bonds may be modified or amended from time to time and at any time by a Supplemental Fiscal Agent Agreement, which 327
SC382670 2 First Supplemental Fiscal Agent Agreement
the City may adopt with the written consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding;
WHEREAS, to facilitate the Authority’s assignment of the Bonds to the 2022 Trustee and to assure the exclusion of interest on the 2022 Authority Refunding Bonds from gross income for purposes of federal income taxation, the City Council has authorized and the Authority, as the Owner of all the Bonds, has consented to the execution and delivery of this First Supplemental Fiscal Agent Agreement;
WHEREAS, the City hereby determines 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 the entering into of this First Supplemental Fiscal Agent Agreement do exist, have happened, and have been performed in regular and due time, form, and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this First Supplemental Fiscal Agent Agreement;

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL FISCAL AGENT
AGREEMENT WITNESSETH as follows:

1. DEFINITIONS
Capitalized terms used herein and not defined herein shall have the definitions ascribed to such terms by the Fiscal Agent Agreement. As used in this First Supplemental Fiscal Agent Agreement, unless the context otherwise requires, the following words and phrases shall have the following meanings:
2022 Authority Refunding Bond means the West Sacramento Financing Authority Special Tax Revenue Refunding Bond, Series 2022.

CFD No. 8 means the City of West Sacramento Community Facilities District No. 8 (Southport Industrial Park).

2. AMENDMENTS TO FISCAL AGENT AGREEMENT
The following amendments are hereby made to the Fiscal Agent Agreement:
(a) Definitions. The definitions of these terms in Section 1.1 (Definitions) are revised to read as follows:

Annual Debt Service means for each Bond Year the aggregate amount of principal and interest becoming due and payable on the 2022 Authority Refunding Bond.

Bond Reserve Requirement means, as of any date of calculation, ___% of the least of (i) Maximum Annual Debt Service as of such date, (ii) one hundred twenty-five percent (125%) of average Annual Debt Service on the 2022 Authority Refunding Bond as of such date and (iii) ten percent (10%) of the original principal amount of the 2022 Authority Refunding Bond.

Maximum Annual Debt Service shall mean the greatest amount of principal and interest becoming due and payable on the 2022 Authority Refunding Bond in any 328
SC382670 3 First Supplemental Fiscal Agent Agreement
specified twelve-month period (year) including the year in which the calculation is made or any subsequent year.

Revenue Bond Trustee means U.S. Bank Trust Company, National Association, as trustee under the Trust Agreement dated December 1, 2022, between the West Sacramento Financing Authority and the Revenue Bond Trustee. (b) Release of Money from Bond Reserve Fund. The following subsection is added to Section 6.7(C) (Application of Bond Reserve Fund):
(6) Transfer of Excess Amount. On the date of issuance of the 2022 Authority Refunding Bond, the Fiscal Agent shall transfer $_________ from the Bond Reserve Fund to the Revenue Bond Trustee.

3. ANNUAL REPORTING REQUIREMENTS TO OWNER
On or before each March 31 of each year, the City shall provide to the Owner such information for the Fiscal Year preceding such date regarding the Bonds and CFD No. 8 as the Owner may reasonably request; provided that the City shall not be required to incur any additional costs or retain any outside consultants or advisors to prepare such information or to provide any information that is not otherwise readily available to the City. The City shall further provide to such Owner:
(a) within three (3) Business Days after the City obtains knowledge thereof, notice by telephone, promptly confirmed in writing, of any event that constitutes an Event of Default under the Fiscal Agent Agreement, together with a statement of the City of the steps being taken by the City to cure such Event of Default;
(b) within ten (10) days after the City obtains knowledge thereof, written notice of any event or occurrence that adversely affects in a material manner the ability of the City to meet or perform its obligations under the Fiscal Agent Agreement on a timely basis or the validity or enforceability of the Fiscal Agent Agreement; (c) on or before October 30 in each year, the annual report delivered to CDIAC pursuant to Section 7.11(B) of the Fiscal Agent Agreement; and (d) within ten (10) days after receipt of request therefor by the Owner, updates, if any, of the following information concerning delinquent Special Taxes:
(1) the number of Taxable Parcels that are delinquent with respect to their payment of Special Taxes;
(2) the amount by which such Taxable Parcels are delinquent; (3) the total amount of Special Taxes due on the delinquent parcels; (4) the length of time that each such Taxable Parcel has been delinquent; (5) whether and when foreclosure proceedings were commenced with respect to each such Taxable Parcel;
329
SC382670 4 First Supplemental Fiscal Agent Agreement
(6) the total number of parcels with respect to which foreclosure proceedings are pending; and
(7) the total amount of tax due on the foreclosure parcels for each date specified;
(e) Annual financial information and operating data with respect to the preceding fiscal year substantially similar to that provided in the corresponding tables of the Official Statement dated February 5, 2014, relating to the West Sacramento Financing Authority Special Tax Revenue Bonds, Series 2014 (the “2014 Official Statement”):
(1) A statement of the amounts on deposit in each fund or account established under the 2022 Trust Agreement and the Fiscal Agent Agreement. (2) As to any delinquencies in the payment of special taxes securing the Bonds with respect to an owner that holds land subject to more than 5% of the special tax lien securing the Bonds, the following information:
 Assessor’s Parcel Number
 Record owner of the parcel;
 Amount of delinquency, including separate statement of amounts representing principal on the Bonds and parity bonds, interest on the Bonds and parity bonds, administrative expenses levy, penalties and interest on delinquency;
 Due date of first delinquent installment; and
 Status of foreclosure action, if any

3. Update of the "Value to Debt Ratio" table for CFD No.8 in substantially the form contained in the 2014 Official Statement.

4. Update of Assessed Values for developed and undeveloped property (per the most recent tax roll) for CFD No. 8 in substantially the form contained in the 2014 Official Statement.

5. While there is more than 100 acres of undeveloped property within CFD No. 8, a summary of (a) zoning changes, if any, approved by the City for property subject to the Special Tax in CFD No. 8 and (b) building permits issued by the City for property subject to the Special Tax in CFD No. 8; and

6. If the Authority or the City establishes a community facilities district overlapping all or a portion of CFD No. 8, the principal amount of bonds authorized for taxes on property within such community facilities district, and the amount of bonds issued by such community facilities district, the percentage of such bonds supported by special taxes on property within such community facilities district, and the amount of bonds issued by such community facilities district.
330
SC382670 5 First Supplemental Fiscal Agent Agreement

4. PROVISIONS OF THE FISCAL AGENT AGREEMENT
Except as in this First Supplemental Fiscal Agent Agreement expressly provided, every term and condition contained in the Fiscal Agent Agreement shall apply to this First Supplemental Fiscal Agent Agreement and to the Series 2014 Bonds with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this First Supplemental Fiscal Agent Agreement.

This First Supplemental Fiscal Agent Agreement and all the terms and provisions herein contained shall form part of the Fiscal Agent Agreement as fully and with the same effect as if all such terms and provisions had been set forth in the Fiscal Agent Agreement. The Fiscal Agent Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby.

5. SEPARABILITY OF INVALID PROVISIONS
If any one or more of the provisions contained in this First Supplemental Fiscal Agent Agreement or in the Series 2014 Bonds shall for any reason be held to be invalid, illegal, or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this First Supplemental Fiscal Agent Agreement and such invalidity, illegality, or unenforceability shall not affect any other provision of this First Supplemental Fiscal Agent Agreement, and this First Supplemental Fiscal Agent Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The City hereby declares that it would have adopted this First Supplemental Fiscal Agent Agreement and each and every other Section, paragraph, sentence, clause, or phrase hereof and authorized the issuance of the Series 2014 Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this First Supplemental Fiscal Agent Agreement may be held illegal, invalid, or unenforceable.

6. EFFECT OF HEADINGS AND TABLE OF CONTENTS
The headings or titles of the several Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction, or effect of this First Supplemental Fiscal Agent Agreement.

7. EXECUTION IN COUNTERPARTS
This First Supplemental Fiscal Agent 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.
[Remainder of page intentionally left blank]
331
SC382670 Signature Page to First Supplemental Fiscal Agent Agreement IN WITNESS WHEREOF, the parties hereto have executed this First Supplemental Fiscal Agent Agreement by their officers thereunto duly authorized as of the day and year first written above.

U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Fiscal Agent
By:

Authorized Officer

CITY OF WEST SACRAMENTO
By:

ATTEST:

The West Sacramento Financing Authority, as sole owner of the City of West Sacramento Community Facilities District No. 8 (Southport Industrial Park) Special Tax Refunding Bonds, Series 2014, hereby consents to the execution of this First Supplemental Fiscal Agent Agreement.

WEST SACRAMENTO FINANCING

AUTHORITY
By:
332
SC383290
______________________________________________________________________________

FIRST SUPPLEMENTAL FISCAL AGENT AGREEMENT
between
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(successor-in-interest to U.S. Bank National Association), as Fiscal Agent
and the

CITY OF WEST SACRAMENTO
Dated December 1, 2022
relating to

CITY OF WEST SACRAMENTO
COMMUNITY FACILITIES DISTRICT NO. 9
(STAPLES PROJECT)
SPECIAL TAX REFUNDING BONDS, SERIES 2014
(Supplemental to the Fiscal Agent Agreement dated September 1, 2014) 333
SC383290 i

TABLE OF CONTENTS
Page

1. DEFINITIONS.....................................................................................................................2

2. AMENDMENTS TO FISCAL AGENT AGREEMENT....................................................2

3. ANNUAL REPORTING REQUIREMENTS TO OWNER ...............................................3

4. PROVISIONS OF THE FISCAL AGENT AGREEMENT ................................................5

5. SEPARABILITY OF INVALID PROVISIONS.................................................................5

6. EFFECT OF HEADINGS AND TABLE OF CONTENTS................................................5

7. EXECUTION IN COUNTERPARTS .................................................................................5 334
SC383290

FIRST SUPPLEMENTAL FISCAL AGENT AGREEMENT
(Supplemental to the Fiscal Agent Agreement dated September 1, 2014) relating to the
City of West Sacramento Community Facilities District No. 9 (Staples Project)
Special Tax Refunding Bonds, Series 2014
This First Supplemental Fiscal Agent Agreement, dated December 1, 2022 (this “First Supplemental Fiscal Agent Agreement”), between U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (successor-in-interest to U.S. Bank National Association), as fiscal agent (the “Fiscal Agent”), a national banking association duly organized and operating under the laws of the United States of America, and the CITY OF WEST SACRAMENTO (the “City”), a municipal corporation duly established and existing under the Constitution and laws of the State of California;
WITNESSETH:

WHEREAS, pursuant to the Fiscal Agent Agreement dated September 1, 2014 (the “Fiscal Agent Agreement”), between the Fiscal Agent and the City, the City Council of the City (the “City Council”) issued its Community Facilities District No. 9 (Staples Project) Special Tax Refunding Bonds, Series 2014 (the “Bonds”), and sold them to the West Sacramento Financing Authority (the “Authority”);
WHEREAS, pursuant to the Trust Agreement dated September 1, 2014 (the “2014 Trust Agreement”), between the Authority and U.S. Bank Trust Company, National Association (successor-in-interest to U.S. Bank National Association), as trustee (the “2014 Trustee”), the Authority issued its Special Tax Revenue Bonds, Series 2014 (the “2014 Authority Bonds”), and assigned the Bonds to the Trustee to secure the payment of the 2014 Authority Bonds; WHEREAS, pursuant to the Trust Agreement dated December 1, 2022 (the “2022 Trust Agreement”), between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “2022 Trustee”), the Authority issued its Special Tax Revenue Refunding Bond, Series 2022 (the “2022 Authority Refunding Bond”), to refund and defease the 2014 Authority Bonds;
WHEREAS, upon the delivery of the 2022 Authority Refunding Bond, the 2014 Authority Bonds have been defeased, the 2014 Trust Agreement has been satisfied and discharged, and ownership of the Bonds has reverted to the Authority; WHEREAS, pursuant to the 2022 Trust Agreement, the Authority will assign the Bonds to the 2022 Trustee to secure the payment of the 2022 Authority Refunding Bond; WHEREAS, Section 10.2(A) (Supplemental Fiscal Agent Agreements with Consent of Bondholders or Credit Providers) provides that the Fiscal Agent Agreement and the rights and obligations of the City, of the Fiscal Agent, and of the Owners of the Bonds may be modified or amended from time to time and at any time by a Supplemental Fiscal Agent Agreement, which 335
SC383290 2 First Supplemental Fiscal Agent Agreement
the City may adopt with the written consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding;
WHEREAS, to facilitate the Authority’s assignment of the Bonds to the 2022 Trustee and to assure the exclusion of interest on the 2022 Authority Refunding Bonds from gross income for purposes of federal income taxation, the City Council has authorized and the Authority, as the Owner of all the Bonds, has consented to the execution and delivery of this First Supplemental Fiscal Agent Agreement;
WHEREAS, the City hereby determines 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 the entering into of this First Supplemental Fiscal Agent Agreement do exist, have happened, and have been performed in regular and due time, form, and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this First Supplemental Fiscal Agent Agreement;

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL FISCAL AGENT
AGREEMENT WITNESSETH as follows:

CFD No. 9 means the City of West Sacramento Community Facilities District No. 9 (Staples Project).

Annual Debt Service means for each Bond Year the aggregate amount of principal and interest becoming due and payable on the 2022 Authority Refunding Bond.

Maximum Annual Debt Service shall mean the greatest amount of principal and interest becoming due and payable on the 2022 Authority Refunding Bond in any 336
SC383290 3 First Supplemental Fiscal Agent Agreement
specified twelve-month period (year) including the year in which the calculation is made or any subsequent year.

3. ANNUAL REPORTING REQUIREMENTS TO OWNER
On or before each March 31 of each year, the City shall provide to the Owner such information for the Fiscal Year preceding such date regarding the Bonds and CFD No. 9 as the Owner may reasonably request; provided that the City shall not be required to incur any additional costs or retain any outside consultants or advisors to prepare such information or to provide any information that is not otherwise readily available to the City. The City shall further provide to such Owner:
(a) within three (3) Business Days after the City obtains knowledge thereof, notice by telephone, promptly confirmed in writing, of any event that constitutes an Event of Default under the Fiscal Agent Agreement, together with a statement of the City of the steps being taken by the City to cure such Event of Default;
(b) within ten (10) days after the City obtains knowledge thereof, written notice of any event or occurrence that adversely affects in a material manner the ability of the City to meet or perform its obligations under the Fiscal Agent Agreement on a timely basis or the validity or enforceability of the Fiscal Agent Agreement; (c) on or before October 30 in each year, the annual report delivered to CDIAC pursuant to Section 7.11(B) of the Fiscal Agent Agreement; and (d) within ten (10) days after receipt of request therefor by the Owner, updates, if any, of the following information concerning delinquent Special Taxes:
(1) the number of Taxable Parcels that are delinquent with respect to their payment of Special Taxes;
(2) the amount by which such Taxable Parcels are delinquent; (3) the total amount of Special Taxes due on the delinquent parcels; (4) the length of time that each such Taxable Parcel has been delinquent; (5) whether and when foreclosure proceedings were commenced with respect to each such Taxable Parcel;
337
SC383290 4 First Supplemental Fiscal Agent Agreement
(6) the total number of parcels with respect to which foreclosure proceedings are pending; and
(7) the total amount of tax due on the foreclosure parcels for each date specified;
(e) Annual financial information and operating data with respect to the preceding fiscal year substantially similar to that provided in the corresponding tables of the Official Statement dated February 5, 2014, relating to the West Sacramento Financing Authority Special Tax Revenue Bonds, Series 2014 (the “2014 Official Statement”):
(1) A statement of the amounts on deposit in each fund or account established under the 2022 Trust Agreement and the Fiscal Agent Agreement. (2) As to any delinquencies in the payment of special taxes securing the Bonds with respect to an owner that holds land subject to more than 5% of the special tax lien securing the Bonds, the following information:
 Assessor’s Parcel Number
 Record owner of the parcel;
 Amount of delinquency, including separate statement of amounts representing principal on the Bonds and parity bonds, interest on the Bonds and parity bonds, administrative expenses levy, penalties and interest on delinquency;
 Due date of first delinquent installment; and
 Status of foreclosure action, if any

3. Update of the "Value to Debt Ratio" table for CFD No.8 in substantially the form contained in the 2014 Official Statement.

4. Update of Assessed Values for developed and undeveloped property (per the most recent tax roll) for CFD No. 9 in substantially the form contained in the 2014 Official Statement.

5. While there is more than 100 acres of undeveloped property within CFD No. 9, a summary of (a) zoning changes, if any, approved by the City for property subject to the Special Tax in CFD No. 9 and (b) building permits issued by the City for property subject to the Special Tax in CFD No. 9; and

6. If the Authority or the City establishes a community facilities district overlapping all or a portion of CFD No. 9, the principal amount of bonds authorized for taxes on property within such community facilities district, and the amount of bonds issued by such community facilities district, the percentage of such bonds supported by special taxes on property within such community facilities district, and the amount of bonds issued by such community facilities district.
338
SC383290 5 First Supplemental Fiscal Agent Agreement

7. EXECUTION IN COUNTERPARTS
This First Supplemental Fiscal Agent 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.
[Remainder of page intentionally left blank]
339
SC383290 Signature Page to First Supplemental Fiscal Agent Agreement (CFD No. 9) IN WITNESS WHEREOF, the parties hereto have executed this First Supplemental Fiscal Agent Agreement by their officers thereunto duly authorized as of the day and year first written above.

U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Fiscal Agent
By:

Authorized Officer

CITY OF WEST SACRAMENTO
By:

ATTEST:

The West Sacramento Financing Authority, as sole owner of the City of West Sacramento Community Facilities District No. 9 (Staples Project) Special Tax Refunding Bonds, Series 2014, hereby consents to the execution of this First Supplemental Fiscal Agent Agreement.

WEST SACRAMENTO FINANCING

AUTHORITY
By:
340

West Sacramento City CouncilNovember 2, 2022

West Sacramento City Council
November 2, 2022