Mammoth Lakes Town Council - 0 Agenda Action Sheet i ~ C~O ~ 0V I

Transcription

1 Agenda Item# FileNo ~J(p Mammoth Lakes Town Council - 0 Agenda Action Sheet i ~ C~O ~ 0V I Council Meeting Date: July 20, 2016 Date Prepared: July 13, 2015 Prepared by: Daniel C. Holler, Town Manager Title: Town of Mammoth Lakes Community Facilities District No.2001-i (North Village Area) 2016 Special Tax Refunding Bonds. Agenda: Policy Recommended Motion: Approve a Resolution Authorizing the issuance of Community Facilities District No (North Village Area) 2016 Special Tax Refunding Bonds and approving related documents and actions Background Information: Over the past several months Staff has been working with consultants and property owners on the refunding of the Community Facilities District (CFD) No (North Village Area) bonds. The purpose of the refunding is to take advantage of better interest rates. The refunding will reduce the tax burden primarily on the undeveloped properties, but ultimately provides some benefit to all of the properties with the CFD boundary. A required letter of credit will also be eliminated under the new debt. The new 2016 Special Tax Refunding Bonds will have the same term and be secured by the same properties. The debt service funding is collected as part of the property tax bill, submitted to the Town and then used for debt payments. Approval of the proposed resolution is required to proceed with the refunding. The other documents are provided for information on the debt. Previous discussion with Council on using CFD funds refers to the existing remaining funds which need to be expended in a timely manner. The current project is anticipated to have the funds spent by October 1 St Due to the favorable interest rate structure the refunding is anticipated to $1.8 - million over the life of the debt. The fmal numbers will not be known until the interest rate is locked and the bonds issued. While the Town is the issuer of the debt, the Town is not liable for the bond payments as the debt is secured by the properties in the CFD. All of the costs associated with the debt issuance will be paid from the proceeds of the bonds. Council is being requested to adopt the attached resolution. The bonds are set to close on August 11th~ The other documents are being approved in substantially the same form as presented, but may have minor changes as part of the bond closing as well as filling in the final numbers. Funds Available: N A Fund No.: Reviewed by: Town Manager Town Attorney

2 RESOLUTION NO. A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF MAMMOTH LAKES AUTHORIZING THE ISSUANCE OF COMMUNITY FACILITIES DISTRICT NO (NORTH VILLAGE AREA) 2016 SPECIAL TAX REFUNDING BONDS, AND APPROVING RELATED DOCUMENTS AND ACTIONS WHEREAS, the Town Council of the Town of Mammoth Lakes (the Town ) has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the Act ), to form the Town of Mammoth Lakes Community Facilities District No (North Village Area) (the District ), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by the special taxes to finance certain public improvements authorized to be funded by the District; and WHEREAS, on May 21, 2003, the Town issued, for and on behalf of the District, its Town of Mammoth Lakes Community Facilities District No (North Village Area) 2003 Special Tax Bonds (the Prior Bonds ), pursuant to a Fiscal Agent Agreement, dated as of May 1, 2003 (the Prior Fiscal Agent Agreement ), between the Town and MTJFG Union Bank, N.A., as successor to Union Bank of California, N.A. as fiscal agent (the Prior Fiscal Agent ); and WHEREAS, due to favorable interest rates in the fmancial markets, the Town Council has determined that it is in the best interests of the Town and the District that the Prior Bonds be refunded; and WHEREAS, there has been submitted to the Town Council a fiscal agent agreement (the Fiscal Agent Agreement ), between the Town, for and on behalf of the District, and MUFG Union Bank, N.A., as fiscal agent (the Fiscal Agent ), providing for the issuance of special tax refunding bonds (the Bonds ) of the Town for and on behalf of the District under the authority provided in the Act and Article 11, commencing with Section 53580, of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the Refunding Law ), and the Town Council, with the aid of Town staff has reviewed the Fiscal Agent Agreement and found it to be in proper order, and now desires to approve the Fiscal Agent Agreement and the issuance of the Bonds; and WHEREAS, there has been presented to the Town Council an escrow agreement (the Escrow Agreement ) providing for the creation of a refunding fund which will be used to defease and refund the Prior Bonds, and the Town Council now desires to approve such agreement in connection with the refunding of the Prior Bonds; and WHEREAS, TPB Investments, Inc., a wholly owned subsidiary of Western Alliance Bank, an Arizona corporation (the Purchaser ), has agreed to purchase the Bonds; and WHEREAS, it appears that the Fiscal Agent Agreement and the Escrow Agreement are in appropriate forms and are appropriate documents to be executed and delivered for the purposes intended; and

3 Resolution No. 16- Page 2 of5 WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act and the Refunding Law. NOW THEREFORE, THE TOWN COUNCIL OF THE TOWN OF MAMMOTH LAKES DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: SECTION 1. Pursuant to the Refunding Law, the Act, this Resolution and the Fiscal Agent Agreement, special tax refunding bonds of the Town for the District designated as Town of Mammoth Lakes Community Facilities District No (North Village Area) 2016 Special Tax Refunding Bonds in an aggregate principal amount not to exceed $7,400,000 are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement. In furtherance of the issuance of the Bonds, the Town Council hereby makes the following findings and determinations: (a) it is prudent in the management of the fiscal affairs of the Town and the District to issue the Bonds for the purpose of refunding the Prior Bonds, (ii) the total net interest cost to maturity on the Bonds plus the principal amount of the Bonds will not exceed the total net interest cost to maturity on the Prior Bonds to be refunded plus the principal amount of the Prior Bonds to be refunded, and (iii) the Bonds satisf~ the requirements of Section (a) of the Act in that the assessed value of the land in the District is more than three times the principal amount of the Bonds. The Town Council hereby further fmds and determines that the Bonds are in compliance with the Town s Local Goals and Policies for Community Facilities Districts in North Village Area, adopted by the Town Council on May 24, The Town Council hereby approves the Fiscal Agent Agreement in the form on file with the Town Clerk. The Mayor, the Town Manager, and the Town s Finance Manager/Treasurer (each, a Designated Officer, and collectively the Designated Officers ), each acting alone, are hereby authorized to execute the Fiscal Agent Agreement, for and in the name and on behalf of the Town and the District, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Designated Officer executing the Fiscal Agent Agreement upon consultation with the Town Attorney and Bond Counsel (as designated pursuant to Section 5 below). The proceeds of the Bonds shall be applied by the Town for the purposes and in the amounts as set forth in the Fiscal Agent Agreement. The Town Council hereby authorizes the delivery and performance by the Town of the Fiscal Agent Agreement. For purposes of Section of the Act, (i) it is expected that the purchase of the Bonds will occur on or after July 21, 2016, (ii) the date, denomination, maturity dates, places of payment and form of the Bonds shall be as set forth in the Fiscal Agent Agreement, (iii) the minimum rate of interest to be paid on the Bonds shall be two and one-half percent (2.50%) with the actual rate to be set forth in the Fiscal Agent Agreement as executed, (iv) the place of payment for the Prior Bonds shall be as set forth in the fiscal agent agreement for the Prior Bonds; and (v) the designated costs of issuing the

4 Resolution No. 16- Page 3 of5 Bonds shall be as described in Section (a) of the Act, and as otherwise described in the Fiscal Agent Agreement and the closing certificates for the Bonds, including but not limited to Bond Counsel fees and expenses, municipal advisor fees and expenses, placement agent fees and expenses, the Purchaser s attorney s fees, fees of the California Debt and Investment Advisory Commission, initial Fiscal Agent fees, fees of the special tax administrator, costs of the Town Attorney and Town staff; and other fees and expenses incurred in connection with the issuance of the Bonds and the refunding of the Prior Bonds. The Town Council hereby approves the refunding of the Prior Bonds with the proceeds of the Bonds, in accordance with the provisions of the Prior Fiscal Agent Agreement and the Escrow Agreement between the Town and the Prior Fiscal Agent, as Escrow Bank. The Town Council hereby approves the Escrow Agreement in the form on file with the Town Clerk. The Town Council hereby authorizes the Designated Officers, each acting alone, to execute and deliver the Escrow Agreement, for and in the name and on behalfof the Town and the District, in such form, together with any changes therein or additions thereto deemed advisable by the Designated Officer executing the Escrow Agreement upon consultation with the Town Attorney and Bond Counsel. The Town Council hereby authorizes the delivery and performance by the Town of the Escrow Agreement. SECTION 2. The Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Bonds by executing the Fiscal Agent s certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Purchaser or the Purchaser s order in accordance with written instructions executed on behalf of the Town by a Designated Officer, which instructions each such officer, acting alone, is hereby authorized, for and in the name and on behalf of the Town, to execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the Purchaser upon payment of the purchase price therefor. SECTION 3. The Town Council hereby approves the sale of the Bonds to the Purchaser, provided that the principal amount of the Bonds shall not be in excess of $7,400,000 and the net interest cost of the Bonds shall not be in excess of 4.50%. The Town Council hereby finds and determines that (i) the issuance of the Bonds should proceed for the public policy reason that, as a result of such issuance, the annual special taxes that may be levied on property in the District will decrease due to the debt service on the Bonds being lower than that on the Prior Bonds, and (ii) the sale of the Bonds by direct purchase by the Purchaser will result in a lower overall cost. SECTION 4. MUFG Union Bank, N.A., is hereby designated to act as (a) the Fiscal Agent and to perform the actions and duties required of the Fiscal Agent under the Fiscal Agent Agreement, including those for the authentication, transfer, registration, and payment of the Bonds; and (b) as Escrow Bank under the Escrow Agreement and to perform the actions and duties required of the Escrow Bank under the Escrow Agreement. The Designated Officers, each acting alone, are hereby authorized to enter into an agreement with the Fiscal Agent for its

5 ResolutionNo. 16- Page 4 of 5 services as the Fiscal Agent under the Fiscal Agent Agreement and for its services as the Escrow Bank under the Escrow Agreement. SECTION 5. The law firm of Quint & Thimmig LLP is hereby designated as Bond Counsel to the Town for the Bonds, the firm of Piper Jaffray & Co. is hereby designated as Placement Agent to the Town for the Bonds and the firm of JNA Consulting Group LLC is hereby designated as Municipal Advisor to the Town for the Bonds. The Town Manager is hereby authorized to execute agreements with said firms for their services in connection with the Bonds in the respective forms on file with the Town Clerk, provided that the compensation payable to Bond Counsel and the Placement Agent is payable solely from the proceeds, and wholly contingent upon the issuance, of the Bonds. SECTION 6. The Town hereby covenants, for the benefit of the Bondowners, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement. SECTION 7. All actions heretofore taken by the officers and agents of the Town with respect to the issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the Town, including the Designated Officers, are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds and the refunding of the Prior Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved.

6 Resolution No. 16- Page 5 of5 SECTION 8. This Resolution shall take effect immediately upon its adoption. APPROVED AND ADOPTED this 20th day of July ATTEST: Shields Richardson, Mayor Jamie Gray, Town Clerk

7 STATE OF CALIFORNIA ) COUNTY OF MONO ) ss. TOWN OF MAMMOTH LAKES ) I, Jamie Gray, Town Clerk of the Town of Mammoth Lakes, DO HEREBY CERTIFY under penalty of perjury that the foregoing is a true and correct copy of Resolution No. 16- adopted by the Town Council of the Town of Mammoth Lakes, California, at a meeting thereof held on the 20th day of July, 2016, by the following vote: AYES: NOES: ABSENT: ABSTAIN: DISQUALIFICATION: Jamie Gray, Town Clerk :J

8 Form of Agreements Related to Town of Mammoth Lakes Community Facilities District No (North Village Area) 2016 Special Tax Refunding Bonds Fiscal Agent Agreement Escrow Agreement Form of Opinion of Bond Counsel Professional Services Agreements

9 Escrow Agreement

10 Quint & Thimmig LLP 6/20/16 7/1/16 7/12/16 7/14/16 ESCROW AGREEMENT by and between the TOWN OF MAMMOTH LAKES, CALIFORNIA and MUFG UNION BANK, N.A., as Escrow Bank dated as of August 1, 2016 relating to: Town of Mammoth Lakes Community Facilities District No (North Village Area) 2003 Special Tax Bonds :J14099

11 TABLE OF CONTENTS Section 1. Establishment of Refunding Fund.1 Section 2. Deposit into Refunding Fund; Investment of Amounts 2 Section 3. Instructions as to Application of Refunding Fund 2 Section 4. Application of Proceeds from Prior Bond Funds 3 Section 5. Application of Certain Terms of Prior Fiscal Agent Agreement 3 Section 6. Proceedings for Redemption of Prior Bonds 3 Section 7. Compensation to Escrow Bank 3 Section 8. Liabilities and Obligations of Escrow Bank 3 Section 9. Resignation of Escrow Bank 5 Section 10. Amendment 6 Section 11. Unclaimed Moneys 6 Section 12. Execution in Counterparts 6 Section 13. Applicable Law 6 EXHBIT A: EXHIBIT B: EXHIBIT C: EXHIBIT D: SCHEDULE OF PAYMENTS ON PRIOR BONDS FORM OF NOTICE OF REDEMPTION NOTICE OF DEFEASANCE SCHEDULE OF ESCROWED FEDERAL SECURITIES

12 ESCROW AGREEMENT This ESCROW AGREEMENT (this Agreement ), dated as of August 1, 2016, is by and between the TOWN OF MAMMOTH LAKES, CALIFORNIA, a municipal corporation organized and existing under the laws of the State of California (the Town ), for and on behalf of the TOWN OF MAMMOTH LAKES COMMUNITY FACILITIES DISTRICT NO (NORTH VILLAGE AREA) (the District ), and MUFG UNION BANK, N.A., a national banking association organized and existing under the laws of the United States of America, acting as Fiscal Agent for the Prior Bonds hereinafter referred to and acting as escrow bank hereunder (the Escrow Bank ). RECITALS: WHEREAS, the Town Council of the Town has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, to form the District, to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes to finance certain facilities; and WHEREAS, pursuant to a Fiscal Agent Agreement, dated as of May 1, 2003 (the Prior Fiscal Agent Agreement ), between the Town and MUFG Union Bank, N.A., formerly known as Union Bank of California, N.A., as fiscal agent (the Fiscal Agent ), the Town has issued, for and on behalf of the District, its Town of Mammoth Lakes Community Facilities District No (North Village Area) 2003 Special Tax Bonds (the Prior Bonds ); and WHEREAS, the Town has determined to issue, for and on behalf of the District, pursuant to a Fiscal Agent Agreement, dated as of August 1, 2016 (the 2016 Agreement ), between the Town and MUFG Union Bank, N.A., as fiscal agent (the 2016 Fiscal Agent ), special tax refunding bonds in the aggregate principal amount of $ (the Refunding Bonds ) at this time for the purposes of providing funds to currently refund and defease the Prior Bonds; and WHEREAS, the Town and the Escrow Bank wish to enter into this Agreement for the purpose of providing the terms and conditions relating to the deposit and application of moneys to provide for the payment and redemption of the Prior Bonds in full, pursuant to and in accordance with the provisions of Section 9.03(B) of the Prior Fiscal Agent Agreement. A GREEMENT: NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: Section 1. Establishment of Refunding Fund. There is hereby created an escrow fund (the Refunding Fund ) to be held in trust by the Escrow Bank as an irrevocable escrow securing the payment of the Prior Bonds, as hereinafter set forth. The Escrow Bank shall administer the Refunding Fund as provided in this Agreement. All cash in the Refunding Fund is hereby irrevocably pledged as a special fund for the payment of the principal of and interest on the Prior Bonds in accordance with the provisions of this Agreement and the Prior Fiscal Agent Agreement. If at any time the Escrow Bank shall receive actual knowledge that the cash in the Refunding Fund will not be sufficient to make any payment required by Section 3 hereof, the Escrow Bank shall notify the Town of such fact and the Town shall immediately cure such

13 deficiency from any source of funds legally available to the District. The Escrow Bank shall have no obligation whatsoever to use its own funds to cure any such deficiency. Section 2. Deposit into Refunding Fund; No Investment of Amounts. (a) Concurrent with delivery of the Refunding Bonds, the Town shall cause to be transferred to the Escrow Bank for deposit into the Refunding Fund the amount of $ in immediately available funds, which shall be derived from (i) proceeds of sale of the Refunding Bonds in the amount of $ (ii) $ of the moneys on deposit in the reserve fund established under the Prior Fiscal Agent Agreement (the Reserve Fund ), and (iii) $ of the moneys held in the special tax fund established under the Prior Fiscal Agent Agreement (the Special Tax Fund ). The Escrow Bank, in its capacity as Fiscal Agent for the Prior Bonds, is hereby directed by the Town to make a transfer of funds from the Reserve Fund under the Prior Fiscal Agent Agreement to the Refunding Fund as described in clause (b) of the preceding sentence. (b) Escrow Bank shall invest $ of the moneys deposited into the Refunding Fund pursuant to the preceding paragraph in the federal securities described in Exhibit D attached hereto and by this reference incorporated herein (the Escrowed Federal Securities ) and shall hold the remaining $ in cash, uninvested. The Escrowed Federal Securities shall be deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein. (c) The Escrow Bank may rely upon the conclusion of Causey Demgen More P.C., as contained in its cash flow and yield verification report and accompanying schedules (the Report ) dated, 2016, that the Escrowed Federal Securities mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Refunding Fund, will be sufficient to provide for the redemption of the Prior Bonds in full on the redemption date as set forth in Exhibit A. (d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full compliance with the provisions of this Escrow Agreement. (e) The Escrow Bank shall have no lien upon or right of set off against the cash or Escrowed Federal Securities at any time held in the Refunding Fund. Section 3. Instructions as to Application of Refunding Fund. The cash and Escrowed Federal Securities held in the Refunding Fund hereunder shall be applied by the Escrow Bank for the sole purpose of paying the principal of and interest on the Prior Bonds in accordance with Section 2.03(A)(i) of the Prior Fiscal Agent Agreement and the schedule set forth in Exhibit A hereto. Following payment in full of the principal of and interest on the Prior Bonds, all amounts on deposit in the Refunding Fund shall be transferred by the Escrow Bank on October 4, 2016 to the 2016 Fiscal Agent, for deposit by the 2016 Fiscal Agent in the Special Tax Fund established pursuant to the 2016 Agreement. The Escrow Bank, in its capacity as Fiscal Agent under the Prior Fiscal Agent Agreement, is hereby irrevocably directed to apply the amounts in the Refunding Fund to the payment and redemption of the Prior Bonds pursuant to the preceding paragraph, and is hereby irrevocably directed to provide notice of redemption (at the expense of the District) in substantially the form of Exhibit B hereto, as required under Section 2.03(D) of the Prior Agreement, no later than September 1, The Escrow Bank, in its capacity as Fiscal Agent under the Prior Fiscal Agent Agreement, is hereby requested, and the Escrow Bank, in its capacity as Fiscal Agent under the

14 Prior Fiscal Agent Agreement, hereby agrees to promptly give notice of the defeasance of the Prior Bonds in the form of the defeasance notice attached hereto as Exhibit C. Section 4. Application of Proceeds from Prior Bond Funds. Upon receipt by the Escrow Bank from the Fiscal Agent for the Prior Bonds and the Town, as applicable, of certain amounts on deposit in the funds and accounts established under the Prior Fiscal Agent Agreement as of the date of delivery of the Refunding Bonds, such amount received shall be applied by the Escrow Bank as follows: (a) of amounts on deposit in the Reserve Fund established under the Prior Fiscal Agent Agreement, $ transferred by the Fiscal Agent for the Prior Bonds to the Escrow Bank shall be deposited by the Escrow Bank in the Refunding Fund; and (b) of amounts on deposit in the Special Tax Fund established under the Prior Fiscal Agent Agreement, $ transferred by the Town to the Escrow Bank shall be deposited by the Escrow Bank in the Refunding Fund. After making the foregoing deposits and transfers, any other amounts remaining on deposit in or accruing to any funds and accounts established under the Prior Fiscal Agent Agreement shall be disposed of as provided in the 2016 Agreement. In addition, any investment earnings on funds held by the Fiscal Agent under the Prior Fiscal Agent Agreement which are posted after the date of the foregoing transfers, shall be remitted by the Fiscal Agent to the 2016 Fiscal Agent for deposit by the 2016 Fiscal Agent to the Bond Fund established under the 2016 Agreement to be used for purposes of such Bond Fund. Section 5. Application of Certain Terms of Prior Fiscal Agent Agreement. All of the terms of the Prior Fiscal Agent Agreement relating to the making of payments of the principal of and interest on, and redeeming, the Prior Bonds are incorporated in this Agreement as if set forth in full herein. Section 6. Proceedings for Redemption of Prior Bonds. The Town hereby irrevocably elects to redeem all of the outstanding Prior Bonds in full on October 1, 2016 pursuant to the provisions of Section 2.03(A)(i) of the Prior Fiscal Agent Agreement (however, because October 1, 2016 is not a business day, the redemption price of the Prior Bonds will be paid to the applicable Prior Bondowners on October 3, 2016). It is hereby acknowledged that notice of such redemption is to be given by the Escrow Bank in accordance with the second paragraph of Section 3 above, at the expense of the District. Section 7. Compensation to Escrow Bank. The Town shall pay the Escrow Bank, promptly upon written request, full compensation for its duties under this Agreement, including out-of-pocket costs such as publication costs, redemption expenses, reasonable legal fees (including fees of outside counsel and the allocated costs of internal attorneys) and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in or credited to the Refunding Fund be deemed to be available for said purposes. The obligation of the Town under this Section 7 to pay compensation already earned by the Escrow Bank and to pay costs and expenses already incurred shall survive termination of this Agreement and shall survive the resignation or removal of the Escrow Bank. Section 8. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Agreement unless the Town shall have deposited sufficient funds therefor with the Escrow Bank. The Escrow Bank may rely and shall be fully

15 protected in acting upon the written instructions of the Town or its agents relating to any matter or action as Escrow Bank under this Agreement. The Town covenants to indemnify, defend and hold harmless the Escrow Bank and its officers, employees, directors and agents, solely from funds of the District, against any loss, liability or reasonable expense, including reasonable legal fees (including the fees of outside counsel and internal attorneys), incurred in connection with the performance of any of the duties of Escrow Bank hereunder, except the Escrow Bank shall not be indemnified against any loss, liability or expense resulting from its negligence or willful misconduct. The indemnity provided in this Section 8 shall survive the termination of this Agreement and shall survive the resignation or removal of the Escrow Bank. The Escrow Bank shall have such duties as are expressly set forth herein and no implied duties shall be read into this Agreement against the Escrow Bank. The Escrow Bank shall not be liable for any act or omission of the Town under this Agreement or the Prior Fiscal Agent Agreement. The Escrow Bank shall not be liable for the accuracy of any calculations provided as to the sufficiency of moneys deposited with it to pay the principal of and interest on the Prior Bonds. Any bank, federal savings association, national association or trust company into which the Escrow Bank may be merged or with which it may be consolidated shall become the Escrow Bank without any action of the Town. The Escrow Bank shall have no liability or obligation to the holders of the Prior Bonds or the Refunding Bonds with respect to the payment of debt service by the Town or with respect to the observance or performance by the Town of the other conditions, covenants and terms contained in the Prior Fiscal Agent Agreement or the 2016 Agreement (collectively, the Bond Agreements ), or with respect to the investment of any moneys in any fund or account established, held or maintained by the Town pursuant to the Bond Agreements. The Escrow Bank may conclusively rely, as to the trust of the statements and correctness of the opinions expressed therein, on any certificate or opinion furnished to it in accordance with this Agreement or the Prior Fiscal Agent Agreement. The Escrow Bank may consult with counsel, whose opinion shall be full and complete authorization and protection to the Escrow Bank if it acts in accordance with such opinion. The Escrow Bank shall not be liable for any error of judgment made in good faith by an authorized officer. Nothing herein should be interpreted to require the Escrow Bank to expend, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights hereunder, if it believes that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured. Any corporation or association succeeding to all or substantially all of the corporate trust business of the Escrow Bank shall be the successor of the Escrow Bank hereunder, without the execution or filing of any paper or any further act on the part of the any of the parties hereto.

16 The Escrow Bank shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. In no event shall the Escrow Bank be liable for any special indirect or consequential damages. The Escrow Bank shall not be responsible for any of the recitals or representations contained herein. The Escrow Bank may execute any of the trusts or powers under this Agreement or perform any duties under this Agreement either directly or by or through agents, attorneys, custodians or nominees, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed with due care. The Escrow Bank agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured , facsimile transmission or other similar unsecured electronic methods; provided, however, that, the Escrow Bank 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 Town elects to give the Escrow Bank or facsimile instructions (or instructions by a similar electronic method) and the Escrow Bank in its discretion elects to act upon such instructions, the Escrow Bank s reasonable understanding of such instructions shall be deemed controlling. The Escrow Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Bank s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Town agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Bank, including without limitation the risk of the Escrow Bank acting on unauthorized instructions, and the risk of interception and misuse by third parties. Notwithstanding the foregoing, the protections afforded to the Escrow Bank in the provisions of this paragraph shall be operative only in the absence of the Escrow Bank s negligence or willful misconduct. The Town acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Town the right to receive brokerage confirmations of security transactions as they occur, the Town specifically waives receipt of such confirmations to the extent permitted by law. The Town further understands that trade confirmations for securities transactions effected by the Escrow Bank will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. The Escrow Bank will furnish the Town periodic cash transaction statements which include detail for all investment transactions made by the Escrow Bank hereunder. Upon the Towns election, such statements will be delivered via the Escrow Bank s online service and upon electing such service, paper statements will be provided only upon request. Section 9. Resignation of Escrow Bank. The Escrow Bank may at any time resign by giving written notice to the Town, which notice shall indicate the date on which the resignation is to be effective (the resignation date ). The Town shall promptly appoint a successor Escrow Bank by the resignation date. Resignation of the Escrow Bank will be effective only upon acceptance of appointment by a successor Escrow Bank. If the Town does not appoint a successor Escrow Bank by the resignation date, the Escrow Bank may, at the expense of the Town, petition any court of competent jurisdiction for the appointment of a successor Escrow Bank, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Bank.

17 Section 10. Amendment. This Agreement may be amended or modified by the parties hereto, but only if there shall have been filed with the Town and the Escrow Bank (a) a written opinion of Bond Counsel (as defined in the Prior Fiscal Agent Agreement) stating that such amendment will not materially adversely affect the interests of the owners of the Prior Bonds, and that such amendment will not cause interest on the Prior Bonds or the Refunding Bonds to become includable in the gross income of the owners thereof for federal income tax purposes, and (b) a certification of Bond Counsel or an independent certified public accountant that the funds on deposit in the Refunding Fund will be in an amount at all times at least sufficient to make the payments specified in Section 3 hereof. Section 11. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Escrow Bank in trust for the payment and discharge of the principal of, and the interest and any premium on, the Prior Bonds which remains unclaimed for two (2) years after the date when the payment of such principal and interest have become payable, if such moneys were held by the Escrow Bank at such date, shall be repaid by the Escrow Bank to the Town as its absolute property free from any trust, and the Escrow Bank shall thereupon be released and discharged with respect thereto and the owners of such Prior Bonds shall look only to the Town for the payment of the principal of, and interest and any premium on, such Prior Bonds. Any right of any Prior Bondowner to look to the Town for such payment shall survive only so long as required under applicable law. Section 12. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 13. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in California.

18 IN WITNESS WHEREOF, the Town and the Escrow Bank have each caused this Agreement to be executed by their duly authorized officers all as of the date first above written. TOWN OF MAMMOTH LAKES, CALIFORNIA, for and on behalf of the TOWN OF MAMMOTH LAKES COMMUNITY FACILITIES DISTRICT NO (NORTH VILLAGE AREA) By: Dan Holler, Town Manager MUFG UNION BANK, N.A., as Escrow Bank By: Vice President :114099

19 EXHIBIT A SCHEDULE OF PAYMENTS ON PRIOR BONDS Payment Maturing Called Date Interest Principal Principal Total Due October 1, 2016 $208, $245, $7,045, $7,498, Exhibit A

20 EXHIBIT B FORM OF NOTICE OF REDEMPTION OF Town of Mammoth Lakes Community Facilities District No (North Village Area) 2003 Special Tax Bonds Maturity Principal Redemption Interest CUSIP Date Amount Called Price Rate Number 10/1/2023 $2,375, % 5.65% 56154N AM7 10/1/2033 4,915, NAN5 (1) Accrued interest to be added. NOTICE is hereby given that the Town of Mammoth Lakes, California (the Town ), has irrevocably called for redemption on October 1, 2016 (the Redemption Date ), the outstanding Town of Mammoth Lakes Community Facilities District No (North Village Area) 2003 Special Tax Bonds, originally issued on May 21, 2003 (the Bonds ), as described above, at a price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for redemption (the Redemption Price ). On the Redemption Date, the Redemption Price will become due and payable upon each Bond and interest with respect thereto shall cease to accrue from and after the Redemption Date. Payment of principal of and premium on the Bonds will be made upon presentation of the Bonds for payment on and after the Redemption Date, at one of the following addresses of MUFG Union Bank, N.A. (as Escrow Bank): If by Mail: (Registered Bonds) If by Hand or Overnight Mail: MUFG Union Bank, N.A. MUFG Union Bank, N.A. Attn: Corporate Trust Department Redemptions Attn: Corporate Trust Department Redemptions 120 South San Pedro Street, Suite South San Pedro Street, Suite 410 Los Angeles, CA Los Angeles, CA Owners of Bonds presenting their Bond certificates in person for the same day payment must surrender their certificates by 1:00 p.m. on the Redemption Date and a check will be available for pickup after 2:00 p.m. Checks not picked up by 4:30 p.m. will be mailed to the applicable Bondholders by first class mail. Interest on the Bonds shall cease to accrue on and after the Redemption Date. If payment of the Redemption Price is to be made to the registered owner of a Bond the owner of such Bond is not required to endorse the Bond to collect the Redemption Price. Under the Economic Growth and Tax Relief Reconciliation Act of 2002 (the Act ) 28% will be withheld if a tax identification number is not properly certified by or on behalf of the Bondowner. The Form W-9 may be obtained from the Internal Revenue Service. Neither the Town nor the Escrow Bank shall be held responsible for the selection or use of the CUSIP numbers shown above, nor is any representation made as to their correctness as shown in this Notice of Full/Final Redemption. CUSIP numbers are included solely for convenience of the owners of the Bonds. Dated: August, 2016 MUFG Union Bank, N.A., as Escrow Bank Exhibit B

21 EXHIBIT C NOTICE OF DEFEASANCE Town of Mammoth Lakes Community Facilities District No (North Village Area) 2003 Special Tax Bonds Maturity Amount CUSIP Date Defeased Number October 1, 2023 $2,375, N AM7 October 1, ,915, N AN5 NOTICE IS HEREBY GIVEN, on behalf of the Town of Mammoth Lakes, California (the Town ) to the owners of the outstanding Town of Mammoth Lakes Community Facilities District No (North Village Area) 2003 Special Tax Bonds, described above (the Bonds ), that pursuant to the Fiscal Agent Agreement pursuant to which the Bonds were issued (the Fiscal Agent Agreement ) the lien of the Fiscal Agent Agreement with respect to the Bonds has been discharged through the irrevocable deposit of cash in an escrow fund (the Refunding Fund ). The Refunding Fund has been established and is being maintained pursuant to that certain Escrow Agreement, dated as of August 1, 2016, by and between the Town, for and on behalf of the Town of Mammoth Lakes Community Facilities District No (North Village Area) (the District ), and MUFG Union Bank, N.A., as escrow bank. As a result of such deposit, the Bonds are deemed to have been paid and defeased in accordance with the Fiscal Agent Agreement. The pledge of the funds provided for under the Fiscal Agent Agreement and all other obligations of the Town and the District to the owners of the Bonds shall hereafter be limited to the application of moneys in the Refunding Fund for the payment of the principal and interest with respect to the Bonds as the same become due and payable as described below. The cash deposited in the Refunding Fund is calculated to provide sufficient moneys to redeem the Bonds on October 1, 2016 in full at a redemption price equal to the principal thereof plus accrued interest to such date. Neither the Town nor the Escrow Bank shall be held responsible for the selection or use of the CUSIP numbers shown above, nor is any representation made as to their correctness as shown in this Notice of Full/Final Redemption. CUSIP numbers are included solely for convenience of the owners of the Bonds. DATED this day of, 2016 MUFG UNION BANK, N.A., as Escrow Bank Exhibit C

22 EXHIBIT D SCHEDULE OF ESCRO WED FEDERAL SECURITIES Type Maturity Coupon Principal Price State and Local Government Series Securities ( SLGs ) 8/1/2016 % $ $ Exhibit D

23 Fiscal Agent Agreement

24 Quint & Thimmig LLP 6/20/ 16 7/1/16 7/12/16 FISCAL AGENT AGREEMENT by and between the TOWN OF MAMMOTH LAKES, CALIFORNIA and MUFG UNION BANK, N.A., as Fiscal Agent dated as of August 1, 2016 relating to: $ Town of Mammoth Lakes Community Facilities District No (North Village Area) 2016 Special Tax Refunding Bonds :J14098

25 TABLE OF CONTENTS ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Section Authority for this Agreement 3 Section 1.02 Agreement for Benefit of Owners of the Bonds 3 Section Definitions 3 ARTICLE II TI-JE BONDS Section Principal Amount; Designation 13 Section 202. Terms of the Bonds 13 Section Redemption 14 Section 204. Form of Bonds 17 Section Execution of Bonds 17 Section 206. Transfer of Bonds 17 Section 207. Exchange of Bonds 18 Section 208. Bond Register 18 Section 209. Temporary Bonds 19 Section 210. Bonds Mutilated, Lost Destroyed or Stolen 19 Section 211. Limited Obligation 20 Section 2.12 No Acceleration 20 Section 213. Validity of the Bonds 20 ARTICLE III ISSUANCE OF BONDS Section Issuance and Delivery of Bonds 21 Section 3.02 Pledge of Special Tax Revenues 21 Section Validity of Bonds 21 ARTICLE IV FUNDS AND ACCOUNTS Section Deposits of Bond Proceeds 22 Section 4.02 Deposits of Other Funds 22 Section Costs of Issuance Fund 22 Section Reserve Fund 23 Section Bond Fund 24 Section Special Tax Fund 26 Section Administrative Expense Fund 27 Section Improvement Fund 27 ARTICLE V OTHER COVENANTS OF THE TOWN Section Punctual Payment 29 Section 5.02 Limited Obligation 29 Section Extension of Time for Payment 29 Section Against Encumbrances 29 Section Books and Records 29 Section Protection of Security and Rights of Owners 29 Section Compliance with Law 29 Section Collection of Special Tax Revenues 30

26 Section Covenant to Foreclose.31 Section Further Assurances 31 Section Private Activity Bond Limitations 32 Section Federal Guarantee Prohibition 32 Section Rebate Requirement 32 Section No Arbitrage 32 Section Yield of the Bonds 32 Section Maintenance of Tax-Exemption 32 Section Continuing Disclosure to Owners 33 Section No Additional Bonds 33 Section Reduction of Special Taxes 33 Section Limits on Special Tax Waivers and Bond Tenders 33 Section Town Bid at Foreclosure Sale 33 Section Payment of Claims 34 Section Covenant to Defend 34 Section Public Access to Facilities 34 ARTICLE VI INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY OF THE TOWN Section Deposit and Investment of Moneys in Funds 35 Section Limited Obligation 36 Section Liability of Town 36 Section Employment of Agents by Town 37 ARTICLE VII THE FISCAL AGENT Section Appointment of Fiscal Agent 38 Section Liability of Fiscal Agent 39 Section Information 41 Section Notice to Fiscal Agent 41 Section Compensation, Indemnification 42 ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section Amendments Permitted 43 Section Owners Meetings 44 Section Procedure for Amendment with Written Consent of Owners 44 Section Disqualified Bonds 44 Section Effect of Supplemental Agreement 44 Section Endorsement or Replacement of Bonds Issued After Amendments 45 Section Amendatory Endorsement of Bonds 45 ARTICLE IX EVENTS OF DEFAULT; REMEDIES OF BOND OWNERS Section Events of Default 46 Section Remedies of Bond Owners 46 Section Application of Special Taxes and Other Funds After Default 47 Section Absolute Obligation of the District 47 Section Termination of Proceedings 47 Section Remedies Not Exclusive 48 Section No Waiver of Default 48 Section Attorney s Fees 48

27 ARTICLE X MISCELLANEOUS Section Benefits of Agreement Limited to Parties 49 Section Successor is Deemed Included in All References to Predecessor 49 Section Discharge of Agreement 49 Section Execution of Documents and Proof of Ownership by Owners 50 Section Waiver of Personal Liability 50 Section Notices to and Demands on Town and Fiscal Agent 50 Section State Reporting Requirements 51 Section Partial Invalidity 53 Section Unclaimed Moneys 53 Section Applicable Law 53 Section Conflict with Act 53 Section Conclusive Evidence of Regularity 53 Section Payment on Business Day 53 Section Counterparts 54 Section No Fiduciary Relationship 54 Section Waiver of Jury Trial; Agreement for Judicial Reference; No Sovereign Immunity 54 Section Additional Provisions and Rights so long as Bonds held by the Original Purchaser 54 EXHIBIT A - FORM OF BOND EXHIBIT B - FORM OF INVESTOR S LETtER -m

28 FISCAL AGENT AGREEMENT Town of Mammoth Lakes Community Facilities District No (North Village Area) 2016 Special Tax Refunding Bonds This FISCAL AGENT AGREEMENT (the Agreement ), dated as of August 1, 2016, is by and between the Town of Mammoth Lakes, California, a municipal corporation organized and existing under the laws of the State of California (the Town ), for and on behalf of the Town of Mammoth Lakes Community Facilities District No (North Village Area) (the District ), and MUFG Union Bank, N.A., a national banking association duly organized and existing under the laws of the United States of America, as fiscal agent (the Fiscal Agent ). RECITALS: WHEREAS, the Town Council of the Town has formed the District under the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311, et seq. of the California Government Code) (the Act ) and Resolution No of the Town Council adopted on July 11, 2001 (the Resolution of Formation ); WHEREAS, the Town Council, as the legislative body with respect to the District, is authorized under the Act to levy special taxes to pay for the costs of the District and to authorize the issuance of bonds secured by said special taxes under the Act; WHEREAS, under the provisions of the Act and a Fiscal Agent Agreement, dated as of May 1, 2003, between the Town, for and on behalf of the District, and MUFG Union Bank, N.A., as successor to Union Bank of California, N.A., as fiscal agent, the Town issued, for and on behalf of the District, $9,500,000 principal amount of its Town of Mammoth Lakes Community Facifities District No (North Village Area) 2003 Special Tax Bonds (the Prior Bonds ); WHEREAS, due to favorable interest rates in the financial markets, the Town Council of the Town has determined to fully refund the Prior Bonds; WHEREAS, under the provisions of the Act and Article 11, commencing with Section 53580, of Chapter 3 of Part 1 of Division 2 of the California Government Code (the Refunding Law ), on July 20, 2016 the Town Council of the Town adopted its Resolution No. 16-~ (the Resolution ), which resolution authorized the issuance and sale of the Town of Mammoth Lakes Community Facifities District No (North Village Area) 2016 Special Tax Refunding Bonds (the Bonds ), to provide moneys to fully refund the Prior Bonds and provided that such issuance would be in accordance with the Act, the Refunding Law and this Agreement, and authorized the execution hereof;

29 WHEREAS, it is in the public interest and for the benefit of the Town, the District and the owners of the Bonds that the Town enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the Bonds and the administration and payment of the Bonds; and WHEREAS, all things necessary to cause the Bonds, when executed by the Town for the District and issued as in the Act, the Refunding L~aw, the Resolution and this Agreement provided, to be legal, valid and binding and special obligations of the Town for the District in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized. AGREEMENT: NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

30 ARTICLE I STATUTORY AUTHORITY AND DEFINiTIONS Section Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act, the Refunding Law and the Resolution. Section Agreement for Benefit of Owners of the Bonds. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Town shall be for the equal benefit, protection and security of the Owners of the Bonds. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. The Fiscal Agent may become the owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Fiscal Agent. Section Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to Articles, Sections and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words herein, hereof, hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. means the Mello-Roos Community Facilities Act of 1982, as amended, being Sections et seq. of the California Government Code. Administrative Expenses means costs directly related to the administration of the District consisting of the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the Finance Director or designee thereof or both) and the costs of collecting the Special Taxes (whether by the County or otherwise); the costs of remitting the Special Taxes to the Fiscal Agent; fees and costs of the Fiscal Agent (including its legal counsel) in the discharge of the duties required of it under this Agreement; the costs of the Town or its designee of complying with the disclosure provisions of the Act and this Agreement, including those related to public inquiries regarding the Special Tax and disclosures to Bondowners and the Original Purchaser; the costs of the Town or its designee related to an appeal of the Special Tax; any amounts required to be paid by reason of the occurrence of an Event of Taxability (other than interest on the Bonds); any amounts required to be rebated to the federal government in order for the Town to comply with Section 5.13; any amounts needed to pay costs and expenses described in Sections 5.22, 5.23 or 9.08; an allocable share of the salaries of the Town staff directly related to the foregoing and a proportionate amount of Town general administrative overhead related thereto. Administrative Expenses shall also include amounts advanced by the Town for any administrative purpose of the District, including costs related to prepayments of Special Taxes, recordings related to such prepayments and satisfaction of Special Taxes, amounts advanced to ensure compliance with Section 5.13, and the costs of commencing foreclosure of delinquent Special Taxes.

31 Administrative Expense Fund means the fund by that name established by Section 4.07(A) hereof. Agreement means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof. Annual Debt Service means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason of the provisions of Section 2.03(A)(ii) providing for mandatory sinking payments), and (ii) the principal amount of the Outstanding Bonds due in such Bond Year (including any mandatory sinking payment due in such Bond Year pursuant to Section 2.03(A)(ii)). Approved Institutional Buyer means (a) a qualified institutional buyer as defined in Rule 144A promulgated under the United States Securities Act of 1933, as in effect on the date hereof (the Securities Act ); (b) an accredited investor as defined in Sections 501 (a)(1) through (3) of Regulation D promulgated under the Securities Act; (c) an entity that is directly or indirectly wholly owned or controlled by the Purchaser (being a financial institution described in (a) above) or any subsequent owners of the Bonds; (d) an entity all of the investors in which are described in (a), (b) or (c) above; or (e) a custodian or trustee for a party described in (a), (b) or (c) above. Auditor means the auditor/controller of the County of Mono. Authorized Officer means the Mayor, Town Manager, the Town s Finance Manager/Treasurer, the Town Clerk or any other officer or employee authorized by the Town Council of the Town or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer. Bond Counsel means (i) Quint & Thimniig LLP, or (ii) any attorney or other firm of attorneys acceptable to the Town and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. Bond Fund means the fund by that name established by Section 4.05(A) hereof. Bond Proceeds Fund means the fund by that name established by Section 4.01 hereof. Bond Register means the books for the registration and transfer of Bonds maintained by the Fiscal Agent under Section 2.08 hereof. Bond Year means the one-year period beginning on October 2nd in each year and ending on October 1st in the following year, except that the first Bond Year shall begin on the Closing Date and end on October 1, 2016.

32 Bonds means the Town of Mammoth Lakes Community Facilities District No (North Village Area) 2016 Special Tax Refunding Bonds at any time Outstanding under this Agreement or any Supplemental Agreement. Business Day means any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in the state in which the Fiscal Agent has its principal corporate trust office are authorized or obligated by law or executive order to be closed. CDIAC means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto. Closing Date means August 11, 2016, being the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser. Code means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. Costs of Issuance means items of expense payable or reimbursable directly or indirectly by the Town and related to the authorization, sale and issuance of the Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by the Town in connection with the issuance of the Bonds and the establishment of the District, special tax consultant fees and expenses, Original Purchaser s legal counsel fees, legal fees and charges, including bond counsel, municipal advisor fees, placement agent fees, charges for execution, transportation and safekeeping of the Bonds, any CDIAC fees and other costs, charges and fees in connection with the foregoing and the redemption and defeasance of the Prior Bonds. Costs of Issuance Fund means the fund by that name established by Section 4.03(A) hereof. County means the County of Mono, California. Debt Service means the scheduled amount of interest and amortization of principal payable by reason of Sections 2.02(D) and 2.03(A)(ii) on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period.

33 Determination of Taxability means and shall be deemed to have occurred on the first to occur of the following: (i) on that date when the Town or the District files any statement, supplemental statement or other tax schedule, return or document which discloses that an Event of Taxability has occurred; (ii) on the date when the Purchaser notifies the Town or the District that it has received a written opinion from Bond Counsel to the effect that an Event of Taxability has occurred, which notice shall be accompanied by a copy of such opinion of Bond Counsel, unless, within 180 days after receipt by the Town or the District of such notification and copy of such opinion from the Original Purchaser, the Town or the District shall deliver to the Original Purchaser a ruling or determination letter issued to or on behalf of the Town or the District by the Commissioner or the District Director of the Internal Revenue Service (or any other governmental official exercising the same or a substantially similar function from time to time) to the effect that, after taking into consideration such facts as form the basis for the opinion that an Event of Taxability has occurred, an Event of Taxability shall not have occurred; (iii) on the date when the Town or the District shall be advised in writing by the Commissioner or any District Director of the Internal Revenue Service (or any other government official or agent exercising the same or a substantially similar function from time to time) that, based upon any review or audit or upon any other ground whatsoever, an Event of Taxability has occurred; or (iv) on that date when the Town or the District shall receive notice from the Original Purchaser that the Internal Revenue Service (or any other government official or agency exercising the same or a substantially similar function from time to time) has assessed the interest on the Bonds as includable in the gross income of an Owner or former Owner of the Bonds due to the occurrence of an Event of Taxability, provided that such Owner or former Owner has provided a copy of such notice to the Town or the District; provided, however, that no Determination of Taxability shall occur under subparagraph (iii) or subparagraph (iv) above unless the Town or the District has been afforded the opportunity, at its expense, to contest any such assessment, and, further, no Determination of Taxability shall occur until such contest, if made, has been finally determined; provided further, however, that upon demand from the Original Purchaser following an event listed in subparagraphs (i), (ii), (iii) or (iv), the Town or the District shall reimburse an Owner or former Owner of the Bonds, solely from Special Tax Revenues, for any payments, including any taxes, interest, penalties or other charges, such Owner or former Owner of the Bonds shall be obligated to make to the Internal Revenue Service as a result of the Determination of Taxability. District means the Town of Mammoth Lakes Community Facilities District No (North Village Area), formed by the Town under the Act and the Resolution of Formation.

34 Escrow Agreement means the Escrow Agreement, dated as of August 1, 2016, by and between the Town and the Escrow Bank, as amended from time to time. Escrow Bank means MUFG Union Bank, N.A., and its successors and assigns, acting as escrow bank under the Escrow Agreement Event of Default means the occurrence of any of the events so described in Section Event of Taxability means any action taken or not taken by the Town or the District which has the effect of causing interest paid or payable on the Bonds to be includable, in whole or in part, in the gross income of an owner of the Bonds for federal income tax purposes. Fair Market Value means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term Fair Market Value means the acquisition price in a bona fide arm s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, or (iii) the investment is a United States Treasury Security--State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt. Federal Securities means any of the following which are non-callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent: (i) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as stripped obligations and coupons; or (ii) any of the following obligations of the following agencies of the United States of America: (a) direct obligations of the Export-Import Bank, (b) certificates of beneficial ownership issued by the Farmers Home Administration, (c) participation certificates issued by the General Services Administration, (d) mortgage-backed bonds or passthrough obligations issued and guaranteed by the Government National Mortgage Association, (e) project notes issued by the United States Department of Housing and Urban Development, and (f) public housing notes and bonds guaranteed by the United States of America.

35 Finance Director means the Finance Manager/Treasurer of the Town or such other officer or employee of the Town performing the functions of the chief financial officer of the Town. Fiscal Agent means the Fiscal Agent appointed by the Town and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section Fiscal Year means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive. Improvement Fund means the fund by that name created and held by the Fiscal Agent pursuant to Section 4.08(A) hereof. Independent Financial Consultant means any consultant or firm of such consultants appointed by the Town or the Finance Director, and who, or each of whom: (i) is judged by the Finance Director to have experience in matters relating to the issuance and/or administration of bonds under the Act; (ii) is in fact independent and not under the domination of the Town; (iii) does not have any substantial interest, direct or indirect, with or in the Town, or any owner of real property in the District, or any real property in the District; and (iv) is not connected with the Town as an officer or employee of the Town, but who may be regularly retained to make reports to the Town. Interest Payment Dates means April 1 and October 1 of each year, commencing April 1, Levy Computation means the annual computation of the amount of the levy of the Special Taxes on each parcel of property in the District to occur in the succeeding Fiscal Year. Maximum Annual Debt Service means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. Moody s means Moody s Investors Service, Inc., and any successor thereto. Officer s Certificate means a written certificate of the Town signed by an Authorized Officer of the Town. Ordinance means Ordinance No adopted by the Town Council on July 11, 2001 levying the Special Taxes on property in the District. Original Purchaser means TPB Investments, Inc. a wholly owned subsidiary of Western Affiance Bank, an Arizona corporation, as the first purchaser of the Bonds from the Town. Outstanding, when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except: (i) Bonds theretofore canceled by the

36 Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Town pursuant to this Agreement or any Supplemental Agreement. Owner or Bondowner means any person who shall be the registered owner of any Outstanding Bond. Permitted Investments means any of the following investments, if and to the extent the same are at the time legal for investment of the Town s funds (the Fiscal Agent is entitled to rely upon investment direction from the Town as a certification that such investment is a Permitted Investment), and then only to the extent that they are acquired at Fair Market Value: (a) (i) Direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America ( United States Treasury Obligations ), (ii) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (iii) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, and (iv) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated. (b) Federal Housing Administration debentures. (c) The following obligations of government-sponsored agencies which are not backed by the full faith and credit of the United States of America: (i) Federal Home Loan Mortgage Corporation (FHLMC) participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) and senior debt obligations; (ii) Farm Credit Banks (formerly: Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives) consolidated systemwide bonds and notes; (iii) Federal Home Loan Banks (FHL Banks) consolidated debt obligations; (iv) Federal National Mortgage Association (FNMA) senior debt obligations and mortgage-backed securities (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts); (v) Financing Corporation (FICO) debt obligations; and (vi) Resolution Funding Corporation (REFCORP) debt obligations. (d) Unsecured certificates of deposit, time deposits, and bankers acceptances (having maturities of not more than 30 days) of any bank (including the Fiscal Agent and any affffiate of the Fiscal Agent) the short-term obligations of which are rated A-i or better by S&P.

37 (e) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC), in banks (including the Fiscal Agent and any affifiate of the Fiscal Agent) which have capital and surplus of at least $5 million. (f) Commercial paper having original maturities of not more than 270 days and rated A-i+ by S&P and Prime-i by Moody s. (g) Money market funds rated AAm or AAm-G or better by S&P (including those of the Fiscal Agent and any affiliate of the Fiscal Agent), excluding any such funds with a floating net asset value. (h) State Obligations, which includes: (i) Direct general obligations of any state of the United States of America or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated A3 or better by Moody s and A or better by S&P, or better, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated. (ii) Direct general short-term obligations of any state agency or subdivision or agency thereof described in (c) above and rated A-1+ by S&P and Prime-l by Moody s. (iii) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state, state agency or subdivision described in (c) above and rated or better by S&P and Aa or better by Moody s. (1) Pre-refunded municipal obligations rated AAA by S&P and Aaa by Moody s meeting the following requirements: (i) the municipal obligations are (A) not subject to redemption prior to maturity or (B) the paying agent for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions; (ii) the municipal obligations are secured by cash or United States Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations; (iii) the principal of and interest on the United States Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations ( Verification ); -io

38 (iv) the cash or United States Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or paying agent in trust for owners of the municipal obligations; (v) no substitution of a United States Treasury Obligation shall be permitted except with another United States Treasury Obligation and upon delivery of a new Verification; and (vi) the cash or United States Treasury Obligations are not available to satisfy any other claims, including those by or against the paying agent or escrow agent. (j) The State of California Local Agency Investment Fund. Principal Office means the principal corporate trust office of the Fiscal Agent set forth in Section 9.06, except for the purpose of maintenance of the registration books and presentation of Bonds for payment, transfer or exchange, such term shall mean the office at which the Trustee conducts its corporate agency business, or such other or additional offices as may be designated by the Fiscal Agent. Prior Bonds means the Town of Mammoth Lakes Community Facffities District No (North Village Area) 2003 Special Tax Bonds, issued on May 21, 2003, and outstanding as of the Closing Date. Project means the facilities authorized to be funded by the District, as more particularly described in the Resolution of Formation. Record Date means the fifteenth day of the month next preceding the month of the applicable Interest Payment Date, whether or not such day is a Business Day. Refunding Fund means the fund of that name created and maintained under the Escrow Agreement. Refunding Law means Article 11, commencing with Section 53580, of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code. Reserve Fund means the fund by that name established pursuant to Section 4.04(A) hereof. Reserve Requirement means, as of any date of calculation, an amount equal to twentyfive percent (25%) of the lesser of (i) the then Maximum Annual Debt Service, (ii) one hundred twenty-five percent (125%) of the then average Annual Debt Service, or (iii) ten percent (10%) of the initial principal amount of the Bonds. The Reserve Requirement as of the Closing Date is $ Resolution means Resolution No. 16- on July 20, adopted by the Town Council of the Town -11-

39 Resolution of Formation means Resolution No , adopted by the Town Council of the Town on July 11, Resolution of Intention means Resolution No , adopted by the Town Council of the Town on May 24, thereto. means S&P Global Rating Service, a division of S&P Global, and any successor Special Tax Fund means the fund by that name established by Section 4.06(A) hereof. Special Tax Prepayments means the proceeds of any Special Tax prepayments received by the Town, as calculated pursuant to the Rate and Method of Apportionment of the Special Taxes for the District, less any administrative fees or penalties collected as part of any such prepayment. Special Tax Prepayments Account means the account by that name established by Section 4.05(A) hereof. Special Tax Revenues means the proceeds of the Special Taxes received by the Town, including any scheduled payments and any prepayments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien, but shall not include interest and penalties collected in connection with delinquent Special Taxes in excess of the rate of interest payable on the Bonds. Special Taxes means the special taxes levied within the District pursuant to the Act, the Ordinance and this Agreement. Supplemental Agreement means an agreement the execution of which is authorized by a resolution which has been duly adopted by the Town under the Act and which agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder. Tax Consultant means any independent financial or tax consultant retained by the Town for the purpose of computing the Special Taxes. Taxable Rate means an interest rate of ~% per annum. Town means the Town of Mammoth Lakes, California, and any successor thereto. Town Attorney means any attorney or firm of attorneys employed by the Town in the capacity of Town attorney. -12-

40 ARTICLE II THE BONDS Section Principal Amount; Designation. Bonds in the aggregate principal amount of Million Hundred Thousand Dollars ($ ) are hereby authorized to be issued by the Town for the District under and subject to the terms of the Resolution and this Agreement, the Act and other applicable laws of the State of California. The Bonds shall be designated as the Town of Mammoth Lakes Community Facifities District No (North Village Area) 2016 Special Tax Refunding Bonds. Section Terms of the Bonds. (A) Denomination and Registration on Closing Date. The Bonds shall be initially issued in the form of a separate single fully registered Bond (which may be in typewritten form) in a principal amount equal to the aggregate principal amount of the Bonds. On the Closing Date, the Fiscal Agent shall register the ownership of the Bonds in the Bond Register in the name of the Original Purchaser. (B) Date of Bonds. The Bonds shall be dated the Closing Date. (C) Maturity, Interest Rate. The Bonds shall mature and become payable on October 1, 2033, and shall bear interest at the rate of ~% per annum; provided, however, that from and after a Determination of Taxabifity, the Bonds shall bear interest at the Taxable Rate. (D) Interest. The Bonds shall bear interest at the rate set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if at the time of authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. (E) Method of Payment. Subject to Section 2.02(F), interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on the Interest Payment Dates by first class mail to the registered Owner thereof at such registered Owner s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer to an account within the United States made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds, which instructions shall continue in effect until revoked in writing, or until such Bonds -13-

41 are transferred to a new Owner. Subject to Section 2.02(F), the principal of the Bonds and any premium on the Bonds are payable by check in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal Agent. All Bonds paid by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and issue a certificate of destruction thereof to the Town upon the Town s request. (F) Payments to Original Purchaser. Notwithstanding anything herein to the contrary, so long as all of the Bonds are owned by the Original Purchaser (according to the Bond Register) the following provisions shall apply, unless the Original Purchaser otherwise provides written direction to the Fiscal Agent (with a copy to the Town): (i) the Fiscal Agent shall pay principal of, interest on and redemption price of the Bonds when due in immediately available funds directly to the Original Purchaser in such manner (including by wire transfer) or at such address in the United States as shall be designated in writing by the Original Purchaser to the Fiscal Agent from time to time, (ii) payments of principal on the Bonds pursuant to the mandatory sinking payment redemption provisions of Section 2.03(A)(ii) shall be made without the requirement for presentation and surrender of the Bonds by the Original Purchaser, provided that principal of the Bond which is payable at maturity shall be made only upon presentation and surrender of the Bond at the Principal Office of the Fiscal Agent as provided in Section 2.02(E), and (iii) the Fiscal Agent shall not be required to give notice to the Original Purchaser of the sinking fund redemptions of the Bonds under Section 2.03(A)(ii). Section Redemption. (A) Redemption Dates. (i) Optional Redemption. The Bonds are subject to optional redemption prior to their stated maturity, from any source of funds other than Special Tax Prepayments and related transfers from the Reserve Fund, on any Interest Payment Date occurring on or after October 1, 2026, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the redemption date, without premium. (ii) Mandatory Sinking Payment Redemption. The Bonds are subject to mandatory sinking payment redemption in part on October 1, 2017, and on each October 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: -14-

42 Redemption Date (October 1) Sinking Payments 2017 $ (maturity) The amounts in the foregoing table shall be reduced pro rata, to the extent practicable so as to maintain substantially level debt service on the Bonds, as a result of any prior partial redemption of the Bonds pursuant to Section 2.03(A)(i) above or Section 2.03(A)(iii) below, as specified in writing by the Finance Director to the Fiscal Agent. (iii) Redemption From Special Tax Prepayments. Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to Section 4.04(F) shall be used to redeem Bonds on the next Interest Payment Date for which notice of redemption can timely be given under Section 2.03(C), by lot, at the following redemption prices (expressed as a percentage of the principal amount of the Bonds to be redeemed), together with accmed interest to the date fixed for redemption: Redemption Date Redemption Price April 1, 2017 and any Interest Payment Date to 103% and including April 1, 2026 October 1, 2026 and any Interest Payment Date 100 thereafter (B) Notice to Fiscal Agent. The Town shall give the Fiscal Agent written notice of its intention to redeem Bonds pursuant to subsection (A)(i) not less than forty-five (45) days prior to the applicable redemption date, or such lesser number of days as the Fiscal Agent may allow. (C) Redemption Procedure by Fiscal Agent. Subject to Section 2.02(F), the Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption, to the Original Purchaser and to the respective registered Owners of any Bonds designated for -15-

43 redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the Bond numbers of the Bonds to be redeemed by giving the individual Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds wifi not accrue from and after the redemption date. Notwithstanding the foregoing, in the case of any redemption of the Bonds under Section 2.03(A)(i) above, the notice of redemption may state that the redemption is conditioned upon receipt by the Fiscal Agent of sufficient moneys to redeem the Bonds on the anticipated redemption date, and that the redemption shall not occur if by no later than the scheduled redemption date sufficient moneys to redeem the Bonds have not been deposited with the Fiscal Agent. In the event that the Fiscal Agent does not receive sufficient funds by the scheduled redemption date to so redeem the Bonds to be redeemed, the Fiscal Agent shall send written notice to the owners of the Bonds to the effect that the redemption did not occur as anticipated, and the Bonds for which notice of redemption was given shall remain Outstanding for all purposes of this Agreement. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the issue and maturity of the Bonds being redeemed with the proceeds of such check or other transfer. Whenever provision is made in this Agreement for the redemption of less than all of the Bonds or any given portion thereof, the Fiscal Agent shall select the Bonds to be redeemed, from all Bonds or such given portion thereof not previously called for redemption, by lot with such selection to be done in any manner which the Fiscal Agent deems appropriate. Upon surrender of Bonds redeemed in part only, the Town shall execute and the Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the Town, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. (E) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice. -16-

44 All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and issue a certificate of destruction thereof to the Town. Section Form of Bonds. The Bonds, the form of Fiscal Agent s certificate of authentication and the form of assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, the Resolution and the Act. Section Execution of Bonds. The Bonds shall be executed on behalf of the Town by the facsimile signatures of its Mayor and Town Clerk who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the Town shall be impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the owner. Any Bond may be signed and attested on behalf of the Town by such persons as at the actual date of the execution of such Bond shall be the proper officers of the Town although at the nominal date of such Bond any such person shall not have been such officer of the Town. Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement. Section Transfer of Bonds. (A) Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent. Whenever any Bond or Bonds shall be surrendered for transfer, the Town shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount of authorized denominations(s). (B) The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the Town. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer. (C) The following shall apply to all transfers of the Bonds after the initial delivery of the Bonds, unless otherwise agreed by the Town in its sole and absolute discretion by written notice of an Authorized Officer to the Fiscal Agent -17-

45 (i) the Bonds, in the form attached hereto as Exhibit A, shall be physical certificated instruments, and shall not be held in a book-entry only system or registered through The Depository Trust Company; (ii) the Bonds shall only be transferred to an entity that is an Approved Institutional Buyer; (iii) the Bonds may only be transferred in whole, or in denominations of $250, or any integral multiple of $1.00 in excess thereof; (iv) each transferee of the Bonds shall deliver to the Town and the Fiscal Agent an investor s letter in the form of Exhibit B hereto; and (v) the Fiscal Agent shall not authenticate or register a Bond unless the conditions of this Section 2.06(C) have been satisfied. Nothing contained in this Section 2.06(C) shall be deemed to limit or otherwise restrict the sale by any Owner of any participation interests in any Bond; provided that (a) such Owner is selling interests to one or more Approved Institutional Buyers; or (b) (I) such Owner shall remain the Owner of record of such Bond following the sale of any such participation interest; (II) the purchaser of the participation interest is an Approved Institutional Buyer; and (III) each purchaser of a participation interest shall provide an investor letter to the Town and the Fiscal Agent substantially in the form of Exhibit B hereto. (D) In no case shall a purchaser of a participation interest in any Bond be deemed to be an Owner of the Bonds, or have any rights of an Owner of the Bonds. (E) No transfers of Bonds shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding Interest Payment Date. Section Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same series and maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such exchange shall be paid by the Town. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange. No exchanges of Bonds shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding Interest Payment Date. Section Bond Register. The Fiscal Agent wifi keep or cause to be kept, at its Principal Office sufficient books for the registration and transfer of the Bonds, which books shall show the series number, date, amount, rate of interest and last known owner of each Bond and -18-

46 shall at all times be open to inspection by the Town during regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided. The Town and the Fiscal Agent will treat the Owner of any Bond whose name appears on the Bond register as the absolute Owner of such Bond for any and all purposes, and the Town and the Fiscal Agent shall not be affected by any notice to the contrary. The Town and the Fiscal Agent may rely on the address of the Bondowner as it appears in the Bond register for any and all purposes. Section Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the Town, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the Town upon the same conditions and in substantially the same manner as the definitive Bonds. If the Town issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder. Section Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Town, at the expense of the Owner of said Bond, shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled by it and destroyed by the Fiscal Agent who shall deliver a certificate of destruction thereof to the Town. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to the Fiscal Agent and indemnity for the Town and the Fiscal Agent satisfactory to the Fiscal Agent shall be given, the Town, at the expense of the Owner, shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The Town may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section and of the expenses which may be incurred by the Town and the Fiscal Agent for the preparation, execution, authentication and delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Town whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement. -19-

47 Section Limited Obligation. All obligations of the Town under this Agreement and the Bonds shall be special obligations of the Town, on behalf of the District, payable solely from the Special Tax Revenues and the funds pledged therefore hereunder. Neither the faith and credit nor the taxing power of the Town (except to the limited extent set forth herein) or the State of California or any political subdivision thereof is pledged to the payment of the Bonds. Section No Acceleration. The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section shall in any way prohibit the redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03 hereof. Section 2.13 Validity of the Bonds. The recital contained in the Bonds that the same are issued pursuant to the Act and other applicable laws of the State shall be conclusive evidence of their validity and the regularity of their issuance. -20-

48 ARTICLE III ISSUANCE OF BONDS Section Issuance and Delivery of Bonds. At any time after the execution of this Agreement, the Town may issue the Bonds for the District in the aggregate principal amount set forth in Section 2.01 and deliver the Bonds to the Original Purchaser. The Authorized Officers of the Town are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the Bonds in accordance with the provisions of the Act, the Refunding Law, the Resolution and this Agreement, to authorize the payment of Costs of Issuance and costs of the refunding of the Prior Bonds from the proceeds of the Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser. Section Pledge of Special Tax Revenues. The Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of the Special Tax Revenues and all moneys deposited in the Bond Fund and the Reserve Fund and, until disbursed as provided herein, in the Special Tax Fund. The Special Tax Revenues and all moneys deposited into said funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal of, and interest and any premium on, the Bonds as provided herein and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section Amounts in the Administrative Expense Fund, the Improvement Fund and the Costs of Issuance Fund are not pledged to the repayment of the Bonds. The facifities financed with the proceeds of the Prior Bonds or with amounts on deposit in the Improvement Fund are not in any way pledged to pay the Debt Service on the Bonds. Any proceeds of condemnation or destruction of any facilities financed with the proceeds of the Prior Bonds or with amounts on deposit in the Improvement Fund are not pledged to pay the Debt Service on the Prior Bonds and are free and clear of any lien or obligation imposed hereunder. Section Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be dependent upon the performance by any person of such persons obligation(s) with respect to the Project or the Prior Bonds. -21-

49 ARTICLE IV FUNDS AND ACCOUNTS Section Deposits of Bond Proceeds. The proceeds of the purchase of the Bonds by the Original Purchaser thereof shall be paid to the Fiscal Agent, who shall forthwith deposit such proceeds in the Bond Proceeds Fund which the Fiscal Agent shall establish, hold and administer as set forth herein, and shall further set aside, pay over and deposit such proceeds on the Closing Date as follows: (A) deposit to the Reserve Fund $ Requirement as of the Closing Date); (being an amount equal to the Reserve (B) deposit to the Costs of Issuance Fund $ ; and (C) transfer to the Escrow Bank for deposit by the Escrow Bank in the Refunding Fund, $ Upon completion of the deposits and disbursements set forth above, the Fiscal Agent shall close the Bond Proceeds Fund. Section Deposits of Other Funds. In addition to the deposits of Bond proceeds set forth in Section 4.01, on the Closing Date the Finance Director shall transfer or cause to the transferred certain moneys held with respect to the Prior Bonds as follows: (A) transfer the amount on deposit in the administrative expense fund for the Prior Bonds to the Administrative Expense Fund; (B) transfer from the reserve fund held with respect to the Prior Bonds to the Escrow Bank for deposit by the Escrow Bank in the Refunding Fund, $ and transfer any remaining amounts in such reserve fund to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Fund; (C) transfer from the special tax fund for the Prior Bonds to the Escrow Fund for deposit by the Escrow Bank in the Refunding Fund, $ and transfer any remaining amounts in such special tax fund to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Fund; and (D) transfer from the improvement fund for the Prior Bonds to the Fiscal Agent for deposit by the Fiscal Agent to the Improvement Fund, all amounts in such fund. Section Costs of Issuance Fund. (A) Establishment of Costs of Issuance Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Town of Mammoth Lakes Community Facilities District No (North Village Area) 2016 Special Tax Refunding Bonds, Costs of Issuance Fund, to -22-

50 the credit of which a deposit shall be made as required by Section 4.01(B). Moneys in the Costs of Issuance Fund shall be held by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance. (B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in a requisition containing respective amounts to be paid to the designated payees, signed by the Finance Director and delivered to the Fiscal Agent concurrently with the delivery of the Bonds. The Fiscal Agent shall pay all Costs of Issuance after receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee pursuant to an Officer s Certificate requesting payment of Costs of Issuance. The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of 90 days from the date of delivery of the Bonds and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the Finance Director for deposit by the Finance Director in the Administrative Expense Fund. (C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund. Section Reserve Fund. (A) Establishment of Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Town of Mammoth Lakes Community Facffities District No (North Village Area) 2016 Special Tax Refunding Bonds, Reserve Fund, to the credit of which a deposit shall be made as required by Section 4.01(A) equal to the Reserve Requirement as of the Closing Date for the Bonds, and deposits shall be made as provided in Sections 4.06(A) and 4.06(B). Moneys in the Reserve Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds as a reserve for the payment of principal of, and interest and any premium on, the Bonds and shall be subject to a lien in favor of the Owners of the Bonds. (B) Use of Reserve Fund. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of, and interest and any premium on, the Bonds or, in accordance with the provisions of this Section, for the purpose of redeeming Bonds from the Bond Fund. (C) Transfer Due to Deficiency in Bond Fund. Whenever transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall provide written notice thereof to the Finance Director, specifying the amount withdrawn. (D) Transfer of Excess of Reserve Requirement. Whenever, on the Business Day prior to any Interest Payment Date, or on any other date at the request of the Finance Director, the amount in the Reserve Fund exceeds the Reserve Requirement, the Fiscal Agent shall provide written notice to the Finance Director of the amount of the excess and shall transfer an amount -23-

51 equal to the excess from the Reserve Fund to the Bond Fund to be used for the payment of interest on the Bonds on the next Interest Payment Date in accordance with Section (E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund equals or exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall upon the written direction of the Finance Director transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with Section 2.03 and 4.05, as applicable, of all of the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund shall be transferred to the Town to be used for any lawful purpose of the Town. Notwithstanding the foregoing, no amounts shall be transferred from the Reserve Fund pursuant to this Section 4.04(E) until after (i) the calculation of any amounts due to the federal government pursuant to Section 5.13 following payment of the Bonds and withdrawal of any such amount from the Reserve Fund for purposes of making such payment to the federal government, and (ii) payment of any fees and expenses due to the Fiscal Agent. (F) Transfer Upon Special Tax Prepayment. Whenever Special Taxes are prepaid and Bonds are to be redeemed with the proceeds of such prepayment pursuant to Section 2.03(A)(iii), a proportionate amount in the Reserve Fund (determined on the basis of the principal of Bonds to be redeemed, and the original principal of the Bonds) shall be transferred on the Business Day prior to the redemption date by the Fiscal Agent to the Bond Fund to be applied to the redemption of the Bonds pursuant to Section 2.03(A)(iii). (G) Investment and Transfer to Pay Rebate. Moneys in the Reserve Fund shall be invested and deposited in accordance with Section Interest earnings and profits resulting from said investment shall be subject to transfer on the Business Day prior to each Interest Payment Date or when otherwise requested in writing by the Finance Director to the Bond Fund to be used for the payment of interest on the Bonds on the next Interest Payment Date in accordance with Section 4.05, so long as (except as provided in Section 4.04(E)) following such transfer the amount remaining on deposit in the Reserve Fund is at least equal to the Reserve Requirement. Amounts in the Reserve Fund may at any time be used, at the written direction of an Authorized Officer, for purposes of paying any rebate liability under Section Section Bond Fund. (A) Establishment of Bond Fund and Special Tax Prepayments Account. There is hereby established as a separate fund to be held by the Fiscal Agent, the Town of Mammoth Lakes Community Facffities District No (North Village Area) 2016 Special Tax Refunding Bonds, Bond Fund, to the credit of which deposits shall he made as required by Sections 4.04(B), 4.04(D), 4.04(F), 4.04(G), 4.06(A), 4.06(B) and 4.08(D), and any other amounts required to be deposited therein by this Agreement or the Act. There is also hereby created in the Bond Fund, a separate account held by the Fiscal Agent, the Special Tax Prepayments Account, to the credit of which deposits shall be made as provided in Section 4.06(A). -24-

52 Moneys in the Bond Fund and the Special Tax Prepayments Account therein shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of, and interest and any premium on, the Bonds as provided below, and, pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds. (B) Disbursements. (i) Bond Fund Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the Bonds the principal, and interest and any premium, then due and payable on the Bonds, including any amounts due on the Bonds by reason of the sinking payments set forth in Section 2.03(A)(ii), or a redemption of the Bonds required by Section 2.03(A)(i), such payments to be made in the priority listed in the second succeeding paragraph. Notwithstanding the foregoing, amounts in the Bond Fund as a result of a transfer pursuant to clause (ii) of the second paragraph of Section 4.06(A) shall be immediately disbursed by the Fiscal Agent to pay past due amounts owing on the Bonds; and amounts in the Bond Fund as a result of a transfer pursuant to Section 4.08(D) shall be used to pay the scheduled principal of and interest on the Bonds prior to the use of any other amounts in the Bond Fund for such purpose. In the event that amounts in the Bond Fund are insufficient for the purposes set forth in the preceding paragraph, the Fiscal Agent shall withdraw from the Reserve Fund to the extent of any funds therein amounts to cover the amount of such Bond Fund insufficiency. Amounts so withdrawn from the Reserve Fund shall be deposited in the Bond Fund. If, after the foregoing transfers, there are insufficient funds in the Bond Fund to make the payments provided for in the first sentence of the first paragraph of this Section 4.02(B)(i), the Fiscal Agent shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds other than by reason of sinking payments, and then to payment of principal due on the Bonds by reason of sinking payments. Any sinking payment not made as scheduled shall be added to the sinking payment to be made on the next sinking payment date. (ii) Special Tax Prepayments Account Disbursements. Moneys in the Special Tax Prepayments Account shall be transferred by the Fiscal Agent to the Bond Fund on the next date for which notice of redemption of Bonds can timely be given under Section 2.03(A)(iii), and notice to the Fiscal Agent can timely be given under Section 2.03(B), and shall be used (together with any amounts transferred pursuant to Section 4.04(F)) to redeem Bonds on the redemption date selected in accordance with Section 2.03(A)(iii). (C) Investment. Moneys in the Bond Fund and the Special Tax Prepayments Account shall be invested and deposited in accordance with Section Interest earnings and profits resulting from the investment and deposit of amounts in the Bond Fund and the Special Tax Prepayments Account shall be retained in the Bond Fund and the Special Tax Prepayments Account, respectively, to be used for purposes of such fund and accounts. -25-

53 Section Special Tax Fund. (A) Establishment of Special Tax Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Town of Mammoth Lakes Community Facilities District No (North Village Area) 2016 Special Tax Refunding Bonds, Special Tax Fund, to the credit of which the Fiscal Agent shall deposit amounts received from or on behalf of the Town consisting of Special Tax Revenues, and any amounts required by Sections 4.02(B) and (C) to be deposited therein. The Town shall promptly remit any such amounts received by it to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Fund. Notwithstanding the foregoing, (i) any Special Tax Revenues constituting the portion of the annual Special Tax levy for Administrative Expenses shall be retained by the Finance Director and deposited by the Finance Director to the Administrative Expense Fund, (ii) any proceeds of Special Tax Prepayments shall be identified by the Finance Director and shall be deposited by the Fiscal Agent in the Special Tax Prepayments Account established pursuant to Section 4.05(A), and (iii) any Special Tax Revenues constituting the collection of delinquencies in payment of Special Taxes shall be identified by the Finance Director and shall be disposed of by the Fiscal Agent first, for deposit by the Fiscal Agent in the Bond Fund to the extent needed to pay any past due debt service on the Bonds; second, for deposit by the Fiscal Agent to the Reserve Fund to the extent needed to increase the amount then on deposit in the Reserve Fund up to the then Reserve Requirement; and third, shall be retained by the Fiscal Agent in the Special Tax Fund for use as described in Section 4.06(B) below. Moneys in the Special Tax Fund shall be held by the Fiscal Agent for the benefit of the Town and the Owners of the Bonds, shall be disbursed as provided below and, pending disbursement, shall be subject to a lien in favor of the Owners of the Bonds and the Town. (B) Disbursements. From time to time as needed to pay the debt service due on the Bonds, but no later than the Business Day before each Interest Payment Date, the Fiscal Agent shall withdraw from the Special Tax Fund and transfer the following amounts in the following order of priority: (i) to the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund and any expected transfers from the Reserve Fund and the Special Tax Prepayments Account to the Bond Fund pursuant to Sections 4.04(D), (F) and (G), and 4.05(B)(ii), such that the amount in the Bond Fund equals the principal (including any sinking payment), premium, if any, and interest due on the Bonds on the next Interest Payment Date; (ii) to the Original Purchaser such amount as the Town shall direct in writing to the Fiscal Agent to pay amounts described in the definition of, but only following the occurrence of, a Determination of Taxability; and (iii) to the Reserve Fund an amount, taking into account amounts then on deposit in the Reserve Fund, such that the amount in the Reserve Fund is equal to the Reserve Requirement; provided that no such transfers shall exceed the amount then available to be transferred from the Special Tax Fund. In addition to the foregoing, if in any Fiscal Year there are sufficient funds in the Special Tax Fund to make the foregoing transfers to the Bond Fund and the Reserve Fund in respect of the Interest Payment Dates occurring in the Bond Year that commences in such Fiscal Year, the Finance Director may direct the Fiscal Agent to transfer to the Finance Director for deposit by the Finance Director in the Administrative Expense Fund, any amount in the Special Tax Fund -26-

54 in excess of the amount needed to make such transfers to the Bond Fund and the Reserve Fund, if monies are needed to pay Administrative Expenses in excess of the amount then on deposit in the Administrative Expense Fund. (C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in accordance with Section Interest earnings and profits resulting from such investment and deposit shall be retained in the Special Tax Fund to be used for the purposes thereof. Section Administrative Expense Fund. (A) Establishment of Administrative Expense Fund. There is hereby established as a separate fund to be held by the Finance Director, the Town of Mammoth Lakes Community Facilities District No (North Village Area) 2016 Special Tax Refunding Bonds, Administrative Expense Fund to the credit of which deposits shall be made as required by Sections 4.02(A), 4.03(B) and 4.06(B). Moneys in the Administrative Expense Fund shall be held by the Finance Director for the benefit of the Town, and shall be disbursed as provided below. (B) Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn by the Finance Director and paid to the Town or its order upon receipt by the Finance Director of an Officer s Certificate stating the amount to be withdrawn, that such amount is to be used to pay an Administrative Expense or a Costs of Issuance, and the nature of such Administrative Expense or Costs of Issuance. (C) Investment. Moneys in the Administrative Expense Fund shall be invested and deposited in accordance with Section Interest earnings and profits resulting from said investment shall be retained by the Finance Director in the Administrative Expense Fund to be used for the purposes thereof. Section Improvement Fund. (A) Establishment of Improvement Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Town of Mammoth Lakes Community Facffities District No (North Village Area) Special Tax Bonds, Improvement Fund, to the credit of which a deposit shall be made as required by Section 4.02(D). Moneys in the Improvement Fund shall be held by the Fiscal Agent for the benefit of the Town, and shall be disbursed for the payment or reimbursement of costs of the Project. (B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer s Certificate which shall: (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made (which shall be for a Project cost otherwise permitted to be paid from the Improvement Fund or to reimburse expenditures of the Town or any other party for Project costs previously paid), that the disbursement is a proper expenditure from the Improvement Fund, and the person to which the disbursement is to be paid; and -27-

55 (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any Officer s Certificate previously filed requesting a disbursement. (C) Investment. Moneys in the Improvement Fund shall be invested and deposited in accordance with Section Interest earnings and profits from such investment and deposit shall be deposited and credited by the Fiscal Agent to the Improvement Fund to be used for the purposes thereof. (D) Closing of Fund. Upon the filing of an Officer s Certificate stating that the Project has been completed and that all costs of the Project have been paid, or that any such costs are not required to be paid from the Improvement Fund, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund to be used to pay debt service on the Bonds on the next Interest Payment Date. -28-

56 ARTICLE V OTHER COVENANTS OF THE TOWN Section Punctual Payment. The Town wifi punctually pay or cause to be paid the principal of, and interest and any premium on, the Bonds when and as due in strict conformity with the terms of this Agreement and any Supplemental Agreement, and it will faithfully observe and perform all of the conditions covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds. Section Limited Obligation. The Bonds are limited obligations of the Town on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Bond Fund, the Reserve Fund and the Special Tax Fund created hereunder. Section Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the Town shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the Town, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have so extended or funded. Section Against Encumbrances. The Town will not encumber, pledge or place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Agreement. Section Books and Records. The Town will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Town, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Administrative Expense Fund and to the Special Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Fiscal Agent and the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing. Section Protection of Security and Rights of Owners. The Town will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the Town, the Bonds shall be incontestable by the Town. Section Compliance with Law. The Town will comply with all applicable provisions of the Act and law in administering the District. -29-

57 Section Collection of Special Tax Revenues. The Town shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes. On or about June 1 of each year, the Fiscal Agent shall provide the Finance Director with a notice stating the amount then on deposit in the Bond Fund and the Reserve Fund, and informing the Town that the Special Taxes may need to be levied pursuant to the Ordinance as necessary to provide for Annual Debt Service and Administrative Expenses and replenishment (if necessary) of the Reserve Fund so that the balances therein equal the Reserve Requirement. The receipt of or failure to receive such notice by the Finance Director shall in no way affect the obligations of the Finance Director under the following two paragraphs, and the Fiscal Agent shall not be responsible for any inability or failure to provide such notice. Upon receipt of such notice, the Finance Director shall communicate with the Auditor to ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits during the preceding and then current year. The Finance Director shall effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance by each August 1 that the Bonds are outstanding, or otherwise such that the Levy Computation is complete before the final date on which Auditor will accept the transmission of the Special Tax amounts for the parcels within the District for inclusion on the next real property tax roll. Upon the completion of the Levy Computation, the Finance Director shall prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the next real property tax roll. The Finance Director shall fix and levy the amount of Special Taxes within the District required for the payment of principal of and interest on any outstanding Bonds of the District becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds and (a) the amount needed to pay for the Services for such year as determined pursuant to Section 4.08(B) and (b) an amount estimated to be sufficient to pay the Administrative Expenses (including amounts necessary to discharge any obligation under Section 5.13) during such year, taking into account in any event the balances in such funds and in the Special Tax Fund. The Special Taxes so levied shall not exceed the authorized amounts as provided in the proceedings pursuant to the Resolution of Formation. The Special Taxes shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property. Notwithstanding the foregoing, the Finance Director may in his discretion cause the collection of any Special Taxes by direct, first class mail billing to the then owner of each parcel or possessory interest, as applicable, so owned in lieu of billing for such Special Taxes in the same manner as general taxes as aforesaid. Such direct mail billing shall be made not later than November 1 of the Fiscal Year and shall direct the owner of the property affected to pay the Special Taxes directly to the Finance Director in two equal installments, the first of which shall be due and delinquent if not paid on December 10 and the second of which may be paid with -30-

58 the first and which, in any event, shall be due and delinquent if not paid on April 10 of the Fiscal Year. Any such Special Taxes so billed shall have the same priority and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property. The Finance Director is hereby authorized to employ consultants to assist in computing the levy of the Special Taxes hereunder and any reconciliation of amounts levied to amounts received. The fees and expenses of such consultants and the costs and expenses of the Finance Director (including a charge for Town staff time) in conducting the Finance Director s duties hereunder shall be an Administrative Expense hereunder. Section Covenant to Foreclose. Pursuant to Section of the Act, the Town hereby covenants with and for the benefit of the owners of the Bonds that it wifi order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought current), an action in the superior court to foreclose the lien of any Special Tax or installment thereof not paid when due as provided in the following two paragraphs. The Finance Director shall notify the Town Attorney of any such delinquency of which it is aware, and the Town Attorney shall commence, or cause to be commenced, such proceedings. On or about August 1 of each Fiscal Year, the Finance Director shall compare the amount of Special Taxes theretofore levied in the District to the amount of Special Tax Revenues theretofore received by the Town, and: (A) Individual Delinquencies. If the Finance Director determines that (i) any single Residential Unit (as defined in the Rate and Method of Apportionment of Special Tax for the District) subject to the Special Tax is delinquent in the payment of Special Taxes in the aggregate amount of $2,000 or more, or (ii) any other Taxable Property (as defined in the Rate and Method of Apportionment of Special Tax for the District) is delinquent in the payment of Special Taxes in the aggregate amount of $5,000 or more, then the Finance Director shall send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the applicable property owner within 45 days of such determination, and (if the delinquency remains uncured) foreclosure proceedings shall be commenced by the Town within 90 days of such determination. (B) Aggregate Delinquencies. If the Finance Director determines that the total amount of delinquent Special Tax for the prior Fiscal Year for the entire District, (including the total of delinquencies under subsection (A) above), exceeds 5% of the total Special Tax due and payable for the prior Fiscal Year, determined by reference to the latest available secured property tax roll of the County, the Town shall notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and demand immediate payment of the delinquency) within 45 days of such determination, and shall commence foreclosure proceedings within 90 days of such determination against each parcel of land in the District with a Special Tax delinquency. Section Further Assurances. The Town wifi adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or -31-

59 proper to carry out the intention or to facilitate the performance of this Agreement, and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Agreement. Section Private Activity Bond Limitations. The Town shall assure that the proceeds of the Prior Bonds and of the Bonds are not so used as to cause the Prior Bonds or the Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code. Section Federal Guarantee Prohibition. The Town shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be federally guaranteed within the meaning of Section 149(b) of the Code. Section Rebate Requirement. The Town shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Bonds. If necessary, the Town may use amounts in the Reserve Fund, amounts on deposit in the Administrative Expense Fund, and any other funds available to the District, including amounts advanced by the Town, in its sole discretion, to be repaid by the District as soon as practicable from amounts described in the preceding clauses, to satisfy its obligations under this Section The Finance Director shall take note of any investment of monies hereunder in excess of the yield on the Bonds, and shall take such actions as are necessary to ensure compliance with this Section 5.13, such as increasing the portion of the Special Tax levy for Administration Expenses as appropriate to have funds available in the Administrative Expense Fund to satisfy any rebate liability under this Section Section No Arbitrage. The Town shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Bonds would have caused the Bonds to be arbitrage bonds within the meaning of section 148 of the Code. Section Yield of the Bonds. In determining the yield of the Bonds to comply with Section 5.13 and 5.14 hereof, the Town wifi take into account redemption (including premium, if any) in advance of maturity based on the reasonable expectations of the Town, as of the Closing Date, regarding prepayments of Special Taxes and use of prepayments for redemption of the Bonds, without regard to whether or not prepayments are received or Bonds redeemed. Section Maintenance of Tax-Exemption. The Town shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds. -32-

60 Section Continuing Disclosure to Owners. The Town shall provide, or cause to be provided, to each registered Bond Owner the following: (A) by September 1 of each year, a complete copy of the Levy Computation for the then current Fiscal Year; (B) within 9 months after each Fiscal Year, the Town shall provide (i) a copy of the Town s comprehensive annual financial report or audited financial statements, (ii) the assessed value of the parcels subject to the levy of the Special Taxes within the District, (iii) the amount of any delinquency in payment of Special Taxes within the District, (iv) a summary of estimated parcel assessed value-to-lien by ratio within the District for parcels subject to the Special Tax levy, and (v) a list of the ten largest tax payers in the District; (C) notices of (i) any default on any obligation of the District, (ii) material litigation of the District and/or the Town, (iii) material governmental proceedings related to the District and/or the Town, or (iv) any failure of a property owner responsible for 5% or greater of the Special Tax levy within the District to pay when due its Special Taxes; and (D) the Town shall furnish at Purchaser s request such additional information that the Purchaser may from time to time reasonably request. Section No Additional Bonds. The Town shall not issue any additional bonds secured by (A) a pledge of Special Taxes on a parity with or senior to the pledge thereof under Section 3.02 hereof; or (B) any amounts in any funds or accounts established hereunder. Section Reduction of Special Taxes. The Town covenants and agrees to not consent or conduct proceedings with respect to a reduction in the maximum Special Taxes that may be levied in the District below an amount, for any Fiscal Year, equal to 110% of the aggregate of the debt service due on the Bonds in such Fiscal Year, plus a reasonable estimate of Administrative Expenses and costs of the Services for such Fiscal Year. It is hereby acknowledged that Bondowners are purchasing the Bonds in reliance on the foregoing covenant, and that said covenant is necessary to assure the full and timely payment of the Bonds. Section Limits on Special Tax Waivers and Bond Tenders. The Town covenants not to exercise its rights under the Act to waive delinquency and redemption penalties related to the Special Taxes or to declare Special Tax penalties amnesty program if to do so would materially and adversely affect the interests of the owners of the Bonds. The Town further covenants not to permit the tender of Bonds in payment of any Special Taxes except upon receipt of a certificate of an Independent Financial Consultant that to accept such tender will not result in the Town having insufficient Special Tax Revenues to pay the principal of and interest on the Bonds that will remain Outstanding following such tender. Section Town Bid at Foreclosure Sale. The Town wifi not bid at a foreclosure sale of property in respect of delinquent Special Taxes unless it expressly agrees to take the property -33-

61 subject to the lien for Special Taxes imposed by the District and that the Special Taxes levied on the property are payable while the Town owns the property. Section Payment of Claims. The Town wifi pay and discharge, solely from Special Tax Revenues, any and all lawful claims for labor, materials, or supplies which, if unpaid, might become a lien or charge upon the Special Tax Revenues or which might otherwise impair the security of the Bonds then Outstanding; provided that nothing herein contained shall require the Town to make any such payments so long as the Town in good faith shall contest the validity of any such claims. Any expense incurred by the Town in complying with this covenant shall be an Administrative Expense. Section Covenant to Defend. The Town covenants, in the event that any initiative is filed by the qualified electors of the District which purports to reduce the minimum or the maximum Special Tax below the levels specified in the rate and method of apportionment of special taxes for the District, or to limit the power of the Town to levy the Special Taxes, the Town wifi commence and pursue legal action in order to preserve its ability to comply with its covenants in Section Any expense incurred by the Town in complying with this covenant shall be an Administrative Expense. Section Public Access to Facffities. The Town and the District shall provide or cause to be provided access to members of the general public to all portions of the Project financed with the proceeds of the Prior Bonds. Said access shall not grant priority to any one person over that of another person. -34-

62 ARTICLE VI INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY OF THE TOWN Section Deposit and Investment of Moneys in Funds. Moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer s Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. The Officer s Certificate shall contain a certification to the Fiscal Agent that the investments being directed are Permitted Investments as required hereunder. In the absence of any such Officer s Certificate, the Fiscal Agent shall invest any such moneys in Permitted Investments described in clause (g) of the definition thereof; provided, however, that any such investment shall be made by the Fiscal Agent only if, prior to the date on which such investment is to be made, the Fiscal Agent shall have received an Officer s Certificate specifying a specific money market fund into which the funds shall be invested and, if no such Officer s Certificate is so received, the Fiscal Agent shall hold such moneys uninvested. Moneys in any fund or account created or established by this Agreement and held by the Finance Director shall be invested by the Finance Director in any Permitted Investment, which in any event by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts. Whenever in this Agreement any moneys are required to be transferred by the Town to the Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted Investments. The Fiscal Agent and its affifiates or the Finance Director may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the Finance Director shall incur any liabffity for losses arising from any investments made pursuant to this Section. The Fiscal Agent shall not be required to determine the legality of any investments. Except as otherwise provided in the next sentence, the Town shall direct or make investments hereunder such that all investments of amounts deposited in any fund or account created by or pursuant to this Agreement, or otherwise containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) are be acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or the Code) at Fair Market Value. The Town shall direct or make investments hereunder such that investments in funds or accounts (or portions thereof) that are subject to a yield restriction under the applicable provisions of the Code and (unless valuation is undertaken at least annually) investments in the Reserve Fund are valued at their present value (within the meaning of section 148 of the Code). The Fiscal Agent shall have no duty in connection with the determination of the Fair Market Value of any investment other than to follow: (A) its normal practices in the purchase, sale and determining the value of Permitted Investments; and (B) the investment directions of the Town. -35-

63 Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or the Finance Director hereunder, provided that the Fiscal Agent or the Finance Director, as applicable, shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement. The Fiscal Agent or the Finance Director, as applicable, shall sell in a commercially reasonable manner, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the Finance Director shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith. The Town acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Town the right to receive brokerage confirmations of security transactions as they occur, the Town specifically waives receipt of such confirmations to the extent permitted by law. The Town further understands that trade confirmations for securities transactions effected by the Fiscal Agent will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. The Fiscal Agent will furnish the Town periodic cash transaction statements which include detail for all investment transactions made by the Fiscal Agent hereunder. Upon the Town s election, monthly statements will be delivered via the Fiscal Agent s online service and upon electing such service, paper statements wifi be provided only upon request except as noted. Section Limited Obligation. The Town s obligations hereunder are limited obligations of the Town on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Special Tax Fund, the Bond Fund (including the Special Tax Prepayments Account therein) and the Reserve Fund created hereunder. Section Liabifity of Town. The Town shall not incur any responsibility in respect of the Bonds or this Agreement other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The Town shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The Town shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions covenants or agreements of the Fiscal Agent herein or of any of the documents executed by the Fiscal Agent in connection with the Bonds, or as to the existence of a default or event of default thereunder. In the absence of bad faith, the Town, including the Finance Director, 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 Town and conforming to the requirements of this -36-

64 Agreement. The Town, including the Finance Director, shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. No provision of this Agreement shall require the Town to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Town and the Finance Director may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Town may consult with counsel, who may be the Town Attorney, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. The Town shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactory established, if disputed. Whenever in the administration of its duties under this Agreement the Town or the Finance Director shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Town, be deemed to be conclusively proved and established by a certificate of the Fiscal Agent, an Independent Financial Consultant or a Tax Consultant, and such certificate shall be full warrant to the Town and the Finance Director for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Town or the Finance Director may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section Employment of Agents by Town. In order to perform its duties and obligations hereunder, the Town and/or the Finance Director may employ such persons or entities as it deems necessary or advisable. The Town shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. -37-

65 ARTICLE VII THE FISCAL AGENT Section Appointment of Fiscal Agent. MUFG Union Bank, N.A., is hereby appointed Fiscal Agent and paying agent for the Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent. Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section, shall be the successor to such Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. With the prior written consent of the Original Purchaser (so long as it is an owner of the Bonds, and such consent not to be unreasonably withheld or delayed), upon thirty (30) days prior written notice by the Town to the Fiscal Agent, the Town may remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank, national banking association or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and subject to supervision or examination by federal or state authority. If such bank, national banking association or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank, national banking association or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Fiscal Agent may at any time resign by giving written notice to the Town and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the Town shall promptly appoint a successor Fiscal Agent by an instrument in writing; provided that any such successor Fiscal Agent shall be reasonably acceptable to the Original Purchaser so long as the Original Purchaser owns any of the Bonds. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent. Upon such acceptance, the successor Fiscal Agent shall be vested with all rights and powers of its predecessor hereunder without any further act. If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section within forty-five (45) days after the Fiscal Agent shall have given to the Town written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent or any Owner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent. -38-

66 If, by reason of the judgment of any court, or reasonable agency, the Fiscal Agent is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Fiscal Agent hereunder shall be assumed by and vest in the Finance Director of the Town in trust for the benefit of the Owners. The Town covenants for the direct benefit of the Owners that its Finance Director in such case shall be vested with all of the rights and powers of the Fiscal Agent hereunder, and shall assume all of the responsibilities and perform all of the duties of the Fiscal Agent hereunder, in trust for the benefit of the Owners of the Bonds. In such event, the Finance Director may designate a successor Fiscal Agent qualified to act as Fiscal Agent hereunder. Section Liability of Fiscal Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the Town, and the Fiscal Agent assumes no responsibility for the correcthess of the same, or makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The Fiscal Agent assumes no responsibifity or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correcthess of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. The Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts. No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or 39..

67 indemnity against the costs, expenses and liabffities which might be incurred by it in compliance with such request or direction. The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent. The Fiscal Agent shall have no duty or obligation whatsoever to enforce the collection of Special Taxes or other funds to be deposited with it hereunder, or as to the correctuess of any amounts received, and its liability shall be limited to the proper accounting for such funds as it shall actually receive. The Fiscal Agent may consult with counsel, who may be counsel to the Town, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. In order to perform its duties and obligations hereunder, the Fiscal Agent may employ such persons or entities as it deems necessary or advisable. The Fiscal Agent shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. The Fiscal Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured , facsimile transmission or other similar unsecured electronic methods; provided, however, that the Fiscal 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 Town elects to give the Fiscal Agent or facsimile instructions (or instructions by a similar electronic method) and the Fiscal Agent in its discretion elects to act upon such instructions, the Fiscal Agent s reasonable understanding of such instructions shall be deemed controlling. The Fiscal Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Fiscal Agent s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Town agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Fiscal Agent, including without limitation the risk of interception and misuse by third parties. Notwithstanding the foregoing, the protections afforded to the Fiscal Agent in the provisions of this paragraph shall be operative only in the absence of the Fiscal Agent s negligence or willful misconduct. The Fiscal Agent shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay ( unavoidable delay ) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, acts of god or of the public enemy or terrorists, acts of a government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facffities, sources of energy, material or supplies in the open -40-

68 market, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Fiscal Agent. The Fiscal Agent shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. The permissive right of the Fiscal Agent to do things enumerated in this Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct. Section Information. The Fiscal Agent shall provide to the Town and the Original Purchaser (so long as it owns any of the Bonds) such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the Town or the Original Purchaser shall reasonably request, including but not limited to monthly statements reporting funds held and transactions by the Fiscal Agent. The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Improvement Fund, the Special Tax Fund, Bond Fund, the Special Tax Prepayments Account, the Reserve Fund and the Costs of Issuance Fund. Such books of record and accounts shall upon reasonable prior notice at all times during business hours be subject to the inspection of the Town and the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing. Section Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed in good faith by it to be genuine and to have been signed or presented by the proper party or proper parties. The Fiscal Agent may consult with counsel, who may be counsel to the Town, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and established by an Officer s Certificate, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in -41.-

69 its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section Compensation, Indemnification. The Town shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The Town further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless against any costs, expenses, claims or liabilities whatsoever, including without limitation fees and expenses of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the Town under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of this Agreement, but any monetary obligation of the Town arising under this Section shall be limited solely to amounts on deposit in the Administrative Expense Fund. -42.

70 ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section Amendments Permitted. This Agreement and the rights and obligations of the Town and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the Town to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the Town of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or (iii) reduce the percentage of Bonds required for the amendment hereof. Any such amendment may not modify any of the rights or obligations of the Fiscal Agent without its written consent. This Agreement and the rights and obligations of the Town and of the Owners may also be modified or amended at any time by a Supplemental Agreement, with the prior written consent of the Original Purchaser so long as it owns any of the Bonds, but without the consent of any other Bondowners, only to the extent permitted by law and only for any one or more of the following purposes: (A) to add to the covenants and agreements of the Town in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the Town; (B) to make modifications not adversely affecting any outstanding series of Bonds of the Town in any material respect; (C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the Town and the Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement, and which shall not adversely affect the rights of the Owners of the Bonds; and (D) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from gross federal income taxation of interest on the Bonds. The Fiscal Agent may in its discretion, but shall not be obligated to, enter into any such Supplemental Agreement authorized by this Section which materially adversely affects the Fiscal Agent s own rights, duties or immunities under this Fiscal Agent Agreement or otherwise with respect to the Bonds or any agreements related thereto. -43-

71 Section Owners Meetings. The Town may at any time call a meeting of the Owners. In such event the Town is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct of said meeting. Section Procedure for Amendment with Written Consent of Owners. The Town and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01, to take effect when and as provided in this Section. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided. Such Supplemental Agreement shall become effective if there shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04). Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent. After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the Town shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and is effective. Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. Section Disqualified Bonds. Bonds owned or held for the account of the Town, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII; provided, however, that the Fiscal Agent shall not be deemed to have knowledge that any Bond is owned or held by the Town unless the Town is the registered Owner or the Fiscal Agent has received written notice that any other registered Owner is an Owner for the account of the Town. Section Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the Town and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental -44-

72 Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes. Section Endorsement or Replacement of Bonds Issued After Amendments. The Town may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the Town, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the Town may select and designate for that purpose, a suitable notation shall be made on such Bond. The Town may determine that new Bonds, so modified as in the opinion of the Town is necessary to conform to such Owners action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. Section Amendatorv Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. -45-

73 ARTICLE IX EVENTS OF DEFAULT; REMEDIES OF BOND OWNERS Section Events of Default. The following events shall be an Event of Default : (A) Failure to pay any installment of principal of any Bonds when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption or otherwise. (B) Failure to pay any installment of interest on any Bonds when and as the same shall become due and payable. (C) Failure by the District to observe and perform any of the other covenants, agreements, or conditions on its part in this Agreement or in the Bonds contained, if such failure shall have continued for a period of 60 days after written notice thereof, specifying such failure and requiring the same to be remedied, shall have been given to the Town by the Fiscal Agent or the Owners of not less than 25% in aggregate principal amount of the Bonds at the time Outstanding; provided, however, if in the reasonable opinion of the Town the failure stated in the notice can be corrected, but not within such 60-day period, such failure shall not constitute an Event of Default if corrective action is instituted by the Town within such 60-day period and the Town shall thereafter diligently and in good faith cure such failure in a reasonable period of time. (D) Commencement by the District of a voluntary case under Title 11 of the United States Code or any substitute or successor statute. Section Remedies of Bond Owners. Subject to the provisions of Section 9.07, any Bond Owner shall have the right, for the equal benefit and protection of all Bond Owners similarly situated: (A) by mandamus, suit, action or proceeding, to compel the Town and its officers, agents or employees to perform each and every term, provision and covenant contained in this Agreement and in the Bonds, and to require the carrying out of any or all such covenants and agreements of the Town and the fulfillment of all duties imposed upon it by the Act; (B) by suit, action or proceeding in equity, to enjoin any acts or things which are unlawful, or the violation of any of the Bond Owners rights under this Agreement; or (C) upon the happening of any Event of Default, by suit, action or proceeding in any court of competent jurisdiction, to require the Town and its officers and employees to account as if it and they were the trustees of an express trust. -46-

74 Section Application of Special Taxes and Other Funds After Default. If an Event of Default shall occur and be continuing, all Special Tax Revenues, and any other funds then held or thereafter received by the Fiscal Agent under any of the provisions of this Agreement, shall be applied by the Fiscal Agent as follows and in the following order: (A) To the payment of any expenses necessary in the opinion of the Fiscal Agent to protect the interests of the Owners of the Bonds and payment of reasonable fees, charges, and expenses of the Fiscal Agent (including reasonable fees and disbursements of its counsel) incurred in and about the performance of its powers and duties under this Agreement; (B) To the payment of the principal of and interest then due on the Bonds (upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially paid, or surrender thereof if fully paid) subject to the provisions of this Agreement, as follows: E~t: To the payment to the Owners entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the Owners entitled thereto, without any discrimination or preference; and Second: To the payment to the Owners entitled thereto of the unpaid principal of any Bonds which shall have become due, whether at maturity or by call for redemption, with interest on the overdue principal at the rate borne by the respective Bonds on the date of maturity or redemption, and, if the amount available shall not be sufficient to pay in full all such Bonds, together with such interest, then to the payment thereof ratably, according to the amounts of principal due on such date to the Owners entitled thereto, without any discrimination or preference. (C) Any remaining funds shall be transferred by the Fiscal Agent to the Special Tax Fund. Section Absolute Obligation of the District. No provision of this Agreement or in the Bonds contained shall affect or impair the obligation of the District, which is absolute and unconditional, to pay the principal of and interest on the Bonds to the respective Owners of the Bonds at their date of maturity, or upon call for redemption, as herein provided, but only out of the Special Tax Revenues and other moneys herein pledged therefore hereunder and received by the District or the Fiscal Agent, 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 Bonds. Section Termination of Proceedings. In case any proceedings taken by any one or more Bond Owners on account of any Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Bond Owners, then in -47-

75 every such case the District and the Bond Owners, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and duties of the Town and the Bond Owners shall continue as though no such proceedings had been taken. Section Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Fiscal Agent or to the Owners of the Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Section No Waiver of Default. No delay or omission of any Owner of the Bonds to exercise any right or power arising upon the occurrence of any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and every power and remedy given by this Agreement to the Owners of the Bonds may be exercised from time to time and as often as may be deemed expedient. Section Attorney s Fees. If an Event of Default occurs and the Original Purchaser employs attorneys (including in-house counsel) or incurs other expenses in respect of the enforcement of performance or observance of any obligation or agreement on the part of the Town herein contained, the Town will on demand therefor pay to such Original Purchaser from Special Tax Revenues or amounts on deposit in the Administrative Expense Fund the reasonable fees of such attorneys (including those of in-house counsel) and such other expenses so incurred by such Original Purchaser. -48-

76 ARTICLE X MISCELLANEOUS Section Benefits of Agreement Limited to Parties. Nothing in this Agreement, expressed or implied, is intended to give to any person other than the Town, the Fiscal Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the Town shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent. Section Successor is Deemed Included in All References to Predecessor. Whenever in this Agreement or any Supplemental Agreement either the Town or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the Town or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section Discharge of Agreement. The Town shall have the option to pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or more of the following ways: (A) by well and truly paying or causing to be paid the principal of, and interest and any premium on, such Bonds Outstanding, as and when the same become due and payable; (B) by depositing with the Fiscal Agent, in trust, at or before maturity, money which, together with the amounts then on deposit in the funds and accounts provided for in Sections 4.04 and 4.05 is fully sufficient to pay such Bonds Outstanding, including all principal, interest and redemption premiums; or (C) by irrevocably depositing with the Fiscal Agent, in trust, cash and Federal Securities in such amount as the Town shall determine as confirmed by Bond Counsel or an independent certified public accountant will, together with the interest to accrue thereon and moneys then on deposit in the fund and accounts provided for in Sections 4.04 and 4.05, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates. If the Town shall have taken any of the actions specified in (A), (B) or (C) above, and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent and the Original Purchaser (so long as it owns any of the Bonds) shall have been made for the giving of such notice, then, at the election of the Town, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in this Agreement and all other obligations of the Town under this Agreement with respect to such Bonds Outstanding shall cease and terminate. Notice of such election shall be filed with -49-

77 the Fiscal Agent. Notwithstanding the foregoing, the obligation of the Town to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon, all amounts owing to the Fiscal Agent pursuant to Section 7.05, and otherwise to assure that no action is taken or failed to be taken if such action or failure adversely affects the exclusion of interest on the Bonds from gross income for federal income tax purposes, shall continue in any event. Upon compliance by the Town with the foregoing with respect to all Bonds Outstanding, any funds held by the Fiscal Agent after payment of all fees and expenses of the Fiscal Agent, which are not required for the purposes of the preceding paragraph, shall be paid over to the Town and any Special Taxes thereafter received by the Town shall not be remitted to the Fiscal Agent but shall be retained by the Town to be used for any purpose permitted under the Act. Section Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books. Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Town or the Fiscal Agent in good faith and in accordance therewith. Section Waiver of Personal Liabffity. No Councilmember, officer, official, agent or employee of the Town or the District shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such Councilmember, officer, official, agent or employee from the performance of any official duty provided by law. Section Notices to and Demands on Town and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent or the Original Purchaser to or on the Town may be given or served by being delivered via courier, overnight mail, fax or with an attachment in portable document (or similar) format or deposited postage prepaid in a post office letter box addressed -50-

78 (until another address is filed by the Town with the Fiscal Agent and the Original Purchaser) as follows: Town of Mammoth Lakes 437 Old Mammoth Road, Suite R P.O. Box 1609 Mammoth Lakes, CA Attention: Finance Manager/Treasurer Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Town or the Original Purchaser to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Fiscal Agent with the Town and the Original Purchaser) as follows (provided that any such notice shall not be effective until actually received by the Fiscal Agent): MUFG Union Bank, N.A. 120 South San Pedro Street, Suite 400 Los Angeles, CA Attention: Corporate Trust Services Transaction Banking Fax: (213) AccountAdministration-CorporateTrust@unionbank.com and CashControlGroup-LosAngeles@unionbank.com. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Town or the Fiscal Agent to or on the Original Purchaser may be given or served by being delivered via courier, overnight mail, fax or with an attachment in portable document (or similar) format or deposited postage prepaid in a post office letter box addressed (until another address is filed by the Original Purchaser with the Town and the Fiscal Agent) as follows (provided that any such notice shall not be effective until actually received by the Original Purchaser): TPB Investments, Inc., a wholly owned subsidiary of Western Affiance Bank, an Arizona corporation c/o Western Affiance Bank One East Washington Street, Suite 1400 Phoenix, AZ Attention: Municipal Finance Section State Reporting Requirements. The following requirements shall apply to the Bonds, in addition to those requirements under Section 5.17: (A) Annual Reporting. Not later than October 30 of each calendar year, beginning with the October 30 first succeeding the date of the Bonds, and in each calendar year thereafter until the October 30 following the final maturity of the Bonds, the Finance Director shall cause the following information to be supplied to CDIAC: (i) the name of the Town; (ii) the full name of the District; (iii) the name, title, and series of -51-

79 the Bond issue; (iv) any credit rating for the Bonds and the name of the rating agency; (v) the Closing Date of the Bond issue and the original principal amount of the Bond issue; (vi) the amount of the Reserve Requirement; (vii) the principal amount of Bonds outstanding; (viii) the balance in the Reserve Fund; (ix) that there is no capitalized interest account for the Bonds; (x) the number of parcels in the District that are delinquent with respect to Special Tax payments, the amount that each parcel is delinquent, the total amount of Special Taxes due on the delinquent parcels, the length of time that each has been delinquent, when foreclosure was commenced for each delinquent parcel, the total number of foreclosure parcels for each date specified, and the total amount of tax due on the foreclosure parcels for each date specified; (xi) the amount, if any, on deposit in the Improvement Fund; (xii) the assessed value of all parcels subject to the Special Tax to repay the Bonds as shown on the most recent equalized roll, the date of assessed value reported, and the source of the information; (xiii) the total amount of Special Taxes due, the total amount of unpaid Special Taxes, and whether or not the Special Taxes are paid under the County s Teeter Plan (Chapter 6.6 (commencing with Section 54773) of the California Government Code); (xiv) the reason and the date, if applicable, that the Bonds were retired; and (xv) contact information for the party providing the foregoing information. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC. (B) Other Reporting. If at any time the Fiscal Agent fails to pay principal and interest due on any scheduled payment date for the Bonds, or if funds are withdrawn from the Reserve Fund to pay principal and interest on the Bonds, the Fiscal Agent shall notify the Finance Director of such failure or withdrawal in writing. The Finance Director shall notify CDIAC and the Original Purchaser of such failure or withdrawal within 10 days of such failure or withdrawal. (C) Special Tax Reporting. The Finance Director shall file a report with the Town no later than January 1, 2017, and at least once a year thereafter, which annual report shall contain: (i) the amount of Special Taxes collected and expended with respect to the District, (ii) the amount of Bond proceeds collected and expended with respect to the District, and (iii) the status of the Project (stating that the Project was completed many years ago). It is acknowledged that the Special Tax Fund is the account into which Special Taxes collected in the District will be deposited for purposes of Section (c) of the California Government Code, and the funds and accounts listed in Article IV and the Escrow Fund are the funds and accounts into which Bond proceeds will be deposited for purposes of Section 53410(c) of the California Government Code, and the annual report described in the preceding sentence is intended to satisfy the requirements of Sections (d), and of the California Government Code. (D) Amendment. The reporting requirements of this Section shall be amended from time to time, without action by the Authority or the Fiscal Agent (i) with respect to subparagraphs (A) and (B) above, to reflect any amendments to Section (b) or Section (c) of the Act, and (ii) with respect to subparagraph (C) above, to reflect any amendments to Section , , or of the California Government Code. The Town shall notify the Fiscal Agent in writing of any -52-

80 such amendments which affect the reporting obligations of the Fiscal Agent under this Agreement. (E) No Liability. None of the Town and its officers, agents and employees, the Finance Director or the Fiscal Agent shall be liable for any inadvertent error in reporting the information required by this Section The Finance Director shall provide copies of any of such reports to any Bondowner upon the written request of a Bondowner and payment by the person requesting the information of the cost of the Town to produce such information and pay any postage or other delivery cost to provide the same, as determined by the Finance Director. The term Bondowner for purposes of this Section shall include any beneficial owner of the Bonds. Section Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The Town hereby declares that it would have adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable. Section Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for two (2) years after the date when the payments of such principal, interest and premium have become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid by the Fiscal Agent to the Town as its absolute property free from any pledge or lien under this Agreement, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Owners shall look only to the Town for the payment of the principal of, and interest and any premium on, such Bonds. Section Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California. Section Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act shall prevail over the conflicting provision of this Agreement. Section Conclusive Evidence of Regularity. Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes. Section Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not -53-

81 be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date. Section Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Section No Fiduciary Relationship. Inasmuch as the Bonds represents a negotiated transaction, the Town understands, and hereby confirms, that the Original Purchaser is not acting as a fiduciary of the Town, but rather is acting solely for its own account. The Town acknowledges and agrees that, in connection with the sale and delivery of the Bonds to the Original Purchaser: (A) the transactions contemplated by this Agreement and the Bonds are arm s length commercial transactions between the Town and the Original Purchaser and its affiliates, (B) in connection with such transactions, the Original Purchaser and its affiliates are acting solely as a principal and not as an advisor including, without limitation, a Municipal Advisor as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the Municipal Advisor Rules ), (C) the Original Purchaser and its affifiates are relying on the purchaser exemption in the Municipal Advisor Rules, (D) the Original Purchaser and its affifiates have not provided any advice or assumed any advisory or fiduciary responsibifity in favor of the Town with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (whether or not the Original Purchaser, or any affiliate of the Original Purchaser, has provided other services or advised, or is currently providing other services or advising the Town on other matters), (E) the Original Purchaser and its affiliates have financial and other interests that differ from those of the Town, and (F) the Town has consulted with its own financial, legal, accounting, tax and other advisors, as applicable, to the extent it deemed appropriate. Section Waiver of Jury Trial; Agreement for Judicial Reference; No Sovereign Immunity. To the fullest extent permitted by law, the Town hereby waives its right to trial by jury in any action, proceeding and/or hearing on any matter whatsoever arising out of, or in any way connected with, the Bonds or this Agreement, or the enforcement of any remedy provided for therein or herein under any law, statute, or regulation. To the extent such waiver is not enforceable, the Town hereby consents to the adjudication of any and all such matters pursuant to Judicial Reference as provided in Section 638 of the California Code of Civil Procedure, and the judicial referee shall be empowered to hear and determine any and all issues in such Judicial Reference whether fact or law. The Town hereby represents that it does not possess and will not invoke a claim of sovereign immunity for disputes arising out of contractual claims relating to the Bonds or this Agreement. Section Additional Provisions and Rights so long as Bonds held by the Original Purchaser. The following provisions shall apply so long as the Original Purchaser is the Owner of all of the Outstanding Bonds: (A) The Town shall inform the Original Purchaser promptly upon the occurrence of an Event of Taxability of which it is aware. -54-

82 (B) The Bonds shall not be rated and shall not be issued pursuant to an offering document, and shall be registered in the Bond Register in the name of the Original Purchaser. (C) The Original Purchaser is hereby expressly made a third party beneficiary of this Agreement. (D) The Town shall notify the Original Purchaser of any failure of the Town or the District to provide relevant notices, certificates or other similar documents required to be provided by them under this Agreement. -55-

83 IN WITNESS WHEREOF, the Town and the Fiscal Agent have caused this Fiscal Agent Agreement to be executed all as of August 1, TOWN OF MAMMOTH LAKES, CALIFORNIA for and on behalf of TOWN OF MAMMOTH LAKES COMMUNITY FACILITIES DISTRICT NO (NORTH VILLAGE AREA) By: Dan Holler, Town Manager MUFG UNION BANK, N.A., as Fiscal Agent :J14098 By: Authorized Officer s-i

84 EXHIBIT A FORM OF BOND THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF THIS BOND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 2.06 OF THE FISCAL AGENT AGREEMENT DESCRIBED HEREIN. UNITED STATES OF AMERICA STATE OF CALIFORNIA No. $ TOWN OF MAMMOTH LAKES COMMUNITY FACILITIES DISTRICT NO (NORTH VILLAGE AREA) 2016 SPECIAL TAX REFUNDING BOND INTEREST RATE* MATURITY DATE BOND DATE October 1, 2033 August 11, 2016 REGISTERED OWNER: TPB INVESTMENTS, INC., a wholly owned subsidiary of Western Affiance Bank, an Arizona corporation PRINCIPAL AMOUNT: MILLION HUNDRED THOUSAND DOLLARS The Town of Mammoth Lakes, California (the Town ) for and on behalf of Town of Mammoth Lakes Community Facilities District No (North Vifiage Area) (the District ), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in the District or amounts in the funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from the Bond Date set forth above, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on April 1 and October 1, commencing April 1, 2017, at the interest rate set forth above, until the principal amount hereof is paid or made available for payment. Except as otherwise provided in the Fiscal Agent Agreement referred to below, the principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Office (as defined in the Agreement referred to below) of MUFG Union Bank, N.A., as fiscal agent (the Fiscal Agent ). Except as otherwise provided in the Fiscal Agent Agreement referred to below, the interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the * Subject to the provisions of Section 2.02(C) of the Fiscal Agent Agreement referred to in this Bond. A-i

85 month preceding the month in which the interest payment date occurs (the Record Date ) at such registered owner s address as it appears on the registration books maintained by the Fiscal Agent, or upon written request filed with the Fiscal Agent prior to any Record Date by a registered owner of at least $1,000,000 in aggregate principal amount of Bonds, by wire transfer in immediately available funds to the depository for the Bonds or to an account in the United States designated by such registered owner in such written request, respectively. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $ approved by the Town Council of the Town by Resolution No. 16-_~ adopted on July 20, 2016 (the Resolution ) pursuant to Sections et seq. of the California Government Code (the Act ) and Article 11 of Chapter 3 of Part 1 of Division 2 of the California Government Code, all for the purpose of refunding the Town s Community Facilities District No (North Village Area) 2003 Special Tax Bonds, and is one of the series of Bonds designated Town of Mammoth Lakes Community Facilities District No (North Vifiage Area) 2016 Special Tax Refunding Bonds (the Bonds ). The creation of the Bonds and the terms and conditions thereof are provided for by the Resolution and the Fiscal Agent Agreement, dated as of August 1, 2016, between the Town and the Fiscal Agent (the Agreement ) and this reference incorporates the Resolution and the Agreement herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. The Resolution is adopted and the Agreement is entered into under and this Bond is issued under, and all are to be construed in accordance with, the laws of the State of California. Pursuant to the Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable solely from the annual special tax authorized under the Act to be collected within the District (the Special Tax ) and certain funds held under the Agreement. Interest on this Bond shall be payable from the interest payment date next preceding the date of authentication hereof, unless (i) it is authorized on an interest payment date, in which event it shall bear interest for such interest payment date, or (ii) such date of authentication is after a Record Date but on or prior to an interest payment date, in which event interest will be payable from such interest payment date, or (iii) such date of authentication is prior to the first Record Date, in which event interest wifi be payable from the Bond Date set forth above; provided however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment hereon. Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the Town of Mammoth Lakes, as may be permitted by law. The Bonds do not constitute obligations of the Town of Mammoth Lakes for which said Town is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described hereinabove. The Bonds are subject to optional redemption prior to their stated maturity, from any source of funds other than Special Tax Prepayments and related transfers from the Reserve Fund, on any Interest Payment Date occurring on or after October 1, 2026, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the redemption date, without premium. A-2

86 The Bonds are subject to mandatory sinking payment redemption in part on October 1, 2017 and on each October 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (October 1) Sinking Payments 2017 $ (maturity) The Bonds are also subject to redemption from the proceeds of Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to the Agreement, on any Interest Payment Date, at the following redemption prices (expressed as a percentage of the principal amount of the Bonds to be redeemed), together with accrued interest to the date fixed for redemption: Redemption Date Redemption Price April 1, 2017 and any Interest Payment Date to 103% and including April 1, 2026 October 1, 2026 and any Interest Payment Date 100 thereafter In the event of a redemption of less than all of the Bonds, the Bonds shall be redeemed by lot in the manner specified in the Agreement. Notice of redemption with respect to the Bonds to be redeemed shall be given to the registered owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. Notices of optional redemption may be conditioned upon receipt by the Fiscal Agent of sufficient moneys to redeem the Bonds on the anticipated redemption date, and if the Fiscal Agent does not receive sufficient funds by the scheduled redemption date the redemption A-3

87 shall not occur and the Bonds for which notice of redemption was outstanding for all purposes of the Agreement. given shall remain The Bonds are issuable as fully registered Bonds without coupons in denominations of $250,000 or any integral multiple of $1.00 in excess thereof. Subject to the limitations and upon payment of the charges, if any, provided in the Agreement, Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate principal amount and maturity of Bonds of other authorized denominations. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon. No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such owner s order. The Fiscal Agent shall require the registered owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding Interest Payment Date. Exchanges may only be made for Bonds in authorized denominations, as provided in the Agreement. The Agreement and the rights and obligations of the Town thereunder may be modified or amended as set forth therein. The Bonds are not general obligations of the Town, but are limited obligations payable solely from the revenues and funds pledged therefor under the Agreement. Neither the faith and credit of the Town or the State of California or any political subdivision thereof is pledged to the payment of the Bonds. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Fiscal Agent. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond does not exceed any debt limit prescribed by the laws or Constitution of the State of California. A4

88 IN WITNESS WHEREOF, Town of Mammoth Lakes has caused this Bond to be dated the Bond Date set forth above, to be signed by the manual or facsimile signature of its Mayor and countersigned by the manual or facsimile signature of its Town Clerk. [SEAL] TOWN OF MAMMOTH LAKES, CALIFORNIA ATTEST By: Mayor By: Town Clerk A-5

89 FISCAL AGENT S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the Resolution and in the Agreement which has been authenticated on MUFG UNION BANK, N.A., as Fiscal Agent By: Authorized Officer A-6

90 ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within-registered Bond and hereby irrevocably constitute(s) and appoints(s) attorney, to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises. Dated: Signature Guaranteed: Note: Signature(s) must be guaranteed by an eligible guarantor. Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. A-7

91 EXHIBIT B FORM OF INVESTOR S LETTER Town of Mammoth Lakes, California 437 Old Mammoth Road, Suite R P.O. Box 1609 Brea, California, MUFG Union Bank, N.A., as Fiscal Agent 120 South San Pedro Street, Suite 400 Los Angeles, CA Re: Town of Mammoth Lakes Community Facilities District No (North Village Area) 2016 Special Tax Refunding Bonds Ladies and Gentlemen: The undersigned (the Purchaser ), being the purchaser of $ principal amount of the above-referenced bonds (the Bonds ) issued pursuant to the Fiscal Agent Agreement, dated as of August 1, 2016 (the Agreement ), between the Town of Mammoth Lakes, California (the Town ) and MUFG Union Bank, N.A., as fiscal agent (the Fiscal Agent ) hereby certifies to the Town and the Fiscal Agent as follows: (a) The Bond is being acquired by the Purchaser for its own loan account and not with a present intent for any resale or distribution thereof, in whole or in part, to others; provided, however, that the Purchaser shall not be precluded from transferring or assigning its interest in the Bond in accordance with the terms and conditions set forth in the Agreement. The Purchaser is not participating, directly or indirectly, in a distribution of the Bond and will not take, or cause to be taken, any action that would cause the Purchaser to be deemed an underwriter of the Bond as defined in Section 2(11) of the Securities Act of 1933, as amended (the Securities Act ). The Purchaser understands that the Town has no obligation to register the Bond for resale under the Securities Act. The Purchaser further understands that the Bond is exempt from the registration requirements of the Securities Act. The Purchaser acknowledges that the Town will not be entering into a continuing disclosure agreement pursuant to Section 15c2-12 of the Securities Exchange Act of 1934, as amended, with respect to the Bond; provided, however, that the Town has agreed to provide certain ongoing information to the Purchaser as set forth in the Agreement. (b) The Purchaser has received all information and other items of disclosure relating to the Town, the Town of Mammoth Lakes Community Facilities District No (North Vifiage Area) (the District ) and the Bond that the Purchaser has deemed necessary (the Information Items ) and, in connection therewith, has had access to all other materials, books, B-i

92 records, documents, and information relating to the Town, the District and the Bond, and to its satisfaction has been able to verify the accuracy of, and supplement, the information contained therein. (c) The Purchaser has had an opportunity to ask questions of, and receive satisfactory answers from, duly designated representatives of the Town concerning the terms and conditions pursuant to which the transactions represented by the Bond and the Agreement have been made, and any request for such information has been fully complied with to the extent the Town possesses such information or can acquire it without unreasonable effort or expense. (d) The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks relating to the transaction evidenced by the Bond and has evaluated: (i) the information (including the information set forth in the Information Items) furnished to it by the Town; (ii) the business and affairs of the Town and/or the District; (iii) the records, files, and plans of the Town, including such records, files and plans that pertain to the District, to all of which it or such representative has had full access; (iv) such additional information as it or such representative may have requested and have received from the Town; and (v) the independent inquiries and investigations undertaken by it. (e) The Purchaser certifies that it is an accredited investor within the meaning of Regulation D under the Securities Act. (f) The Purchaser has made an independent investigation and evaluation of the financial condition and prospects of, and the risks associated with, the transaction evidenced by the Bond, or has caused such investigation and evaluation to be made by persons it deems competent to do so, and it has not relied upon the Town in making its lending decision to purchase the Bond other than the Information Items. (g) No person has given any information or made any representation not contained in any Information Items or otherwise provided to the Purchaser in writing by a person employed or authorized in writing by the Town. The Purchaser understands and agrees that any information or representation not contained therein must not, and wifi not, be relied upon and that nothing contained therein should be construed as legal or tax advice to the Purchaser. (h) No person has made any direct or indirect representation or warranty of any kind to the Purchaser with respect to the economic return which may accrue to the Purchaser. The Purchaser has consulted with its own counsel and other advisors with respect to its purchase of the Bond. (i) 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 letter has been duly authorized, executed, and delivered by the Purchaser. (j) Inasmuch as the Bonds represents a negotiated transaction, the Purchaser is not acting as a fiduciary of the Town, but rather is acting solely in its capacity as the Original Purchaser (as defined in the Agreement), for its own loan account. The Town acknowledges and agrees that (i) the transaction contemplated herein is an arm s length commercial transaction B-2

93 between the Town and the Purchaser and its affiliates, (ii) in connection with such transaction, the Purchaser and its affifiates are acting solely as a principal and not as an advisor including, without limitation, a Municipal Advisor as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the Municipal Advisor Rules ), (iii) the Purchaser and its affiliates are relying on the purchaser exemption in the Municipal Advisor Rules, (iv) the Purchaser and its affiliates have not provided any advice or assumed any advisory or fiduciary responsibility in favor of the Town with respect to the transaction contemplated by the Bond and the discussions, undertakings and procedures leading thereto (whether or not the Purchaser, or any affiliate of the Purchaser, has provided other services or advised, or is currently providing other services or advising the Town on other matters) and (v) the Purchaser and its affiliates have financial and other interests that differ from those of the Town. Dated:, TPB INVESTMENTS, INC., a wholly owned subsidiary of Western Affiance Bank, an Arizona corporation By Its B-3

94 Form of Opinion of Bond Counsel

95 Quint &ThimmigLLP 6/20/16 7/1/16 FORM OF OPINION OF BOND COUNSEL August 4, 2016 Town of Mammoth Lakes, California 437 Old Mammoth Road, Suite R P.O. Box 1609 Mammoth Lakes, California OPINION: $ Town of Mammoth Lakes Community Facilities District No (North Village Area) 2016 Special Tax Refunding Bonds Members of the Town Council: We have acted as bond counsel to the Town of Mammoth Lakes, California (the Town ) in connection with the issuance of its $ Town of Mammoth Lakes Community Facilities District No (North Village Area) 2016 Special Tax Refunding Bonds (the Bonds ) pursuant to (a) Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, (b) the Mello-Roos Community Facilities Act of 1982, as amended (Section et seq., of the California Government Code) (the Act ), (c) a Fiscal Agent Agreement, dated as of August 1, 2016 (the Fiscal Agent Agreement ), by and between the Town, for and on behalf of Town of Mammoth Lakes Community Facilities District No (North Village Area) (the District ), and MUFG Union Bank, N.A., as fiscal agent (the Fiscal Agent ), and (d) Resolution No adopted by the Town Council of the Town on July 20, 2016 (the Resolution ). In connection with this opinion, 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 representations of the Town contained in the Resolution and in the certified proceedings and certifications of public officials and others 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 Town is a municipal corporation duly organized and existing under the laws of the State of California, with the power to adopt the Resolution, enter into the Fiscal Agent Agreement and perform the agreements on its part contained therein and issue the Bonds. 2. The Fiscal Agent Agreement has been duly entered into by the Town and constitutes a valid and binding obligation of the Town enforceable upon the Town. 3. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds pledged by the Fiscal Agent Agreement for the security of the Bonds. 4. The Bonds have been duly authorized, executed and delivered by the Town and are valid and binding limited obligations of the Town for the District, payable solely from the sources provided therefor in the Fiscal Agent Agreement. 5. Subject to the Town s compliance with certain covenants, interest on the Bonds (i) is excludable from gross income of the owners thereof for federal income tax purposes, and (ii) is not included as an item of tax preference in computing the alternative minimum tax for individuals and corporations under the Internal Revenue Code of 1986, as amended, but is :J14102

96 Town of Mammoth Lakes, California August 4, 2016 Page 2 taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. Failure by the Town to comply with certain of such covenants could cause interest on the Bonds to be includable in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds. 6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California. Ownership of the Bonds may result in other tax consequences to certain taxpayers, and we express no opinion regarding any such collateral consequences arising with respect to the Bonds. The rights of the owners of the Bonds and the enforceability of the Bonds, the Resolution and the Fiscal Agent Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights heretofore or hereafter enacted and also may be subject to the exercise of judicial discretion in accordance with general principles of equity. In rendering this opinion, we have relied upon certifications of the Town and others with respect to certain material facts. Our opinion represents our legal judgment based upon such review of the law and facts that we deem relevant to render our opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Respectfully submitted,

97 Professional Services Agreements

98 Quint & Thimmig LLP ~greeillellt For Legal Services Town of Mammoth Lakes Community Facilities District No (North Village Area) 2016 Special Tax Refunding Bonds THIS AGREEMENT FOR LEGAL SERVICES is made and entered into this 20th day of July, 2016, by and between the TOWN OF MAMMOTH LAKES, CALIFORNIA (the Town ), and QUINT & THIMMIG LLP, Larkspur, California ( Attorneys ). RECITALS: WHEREAS, the Town anticipates the issuance of refunding bonds of the Town (the Bonds ) for the Town of Mammoth Lakes Community Facilities District No (North Village Area) (the District ) after the date hereof to defease and refund the outstanding Town of Mammoth Lakes Community Facilities District No (North Village Area) 2003 Special Tax Bonds (the Prior Bonds ); WHEREAS, the Town has determined that Attorneys are specially trained and experienced to provide services as bond counsel in connection with the issuance of the Bonds and Attorneys are willing to provide such services; and WHEREAS, the public interest, economy and general welfare will be served by this Agreement for Legal Services. AGREEMENT: NOW THEREFORE, IT IS HEREBY AGREED, as follows: Section 1. Duties of Attorneys. Attorneys shall provide bond counsel services in connection with the authorization, issuance and consummation of the financing proceedings relating to the Bonds and the refunding of the Prior Bonds. Such services shall include the following: (a) (b) confer and consult with the officers and administrative staff of the Town as to matters relating to the Bond financing proceedings; Attend all meetings of the Town Council and any administrative meetings at which any Bond financing proceedings are to be discussed, deemed necessary by Town staff for the proper planning of the proceedings or when specifically requested by the Town s Director of Administrative Services to attend; (c) Prepare any required acquisition agreements, resolutions, notices and legal documents necessary for the proper conduct of the financing proceedings relating to the Bonds and the refunding of the Prior Bonds; (d) Review all financial documents for legal sufficiency; :J 4095

99 (e) Prepare and provide a signature and no-litigation certificate, an arbitrage certificate and any and all other closing documents required to accompany delivery of the Bonds; (f) Prepare and provide a complete transcript of the proceedings necessary to accompany delivery of the Bonds; (g) Subject to the completion of proceedings to the satisfaction of Attorneys, provide the legal opinion of Attorneys that the interest due with respect to the Bonds is excluded from gross income for purposes of federal income taxation and is exempt from California personal income taxation; and (h) Attorneys shall perform such other and further services as are customarily performed by bond counsel on similar financings. Section 2. Compensation. For the services listed in Section 1A, Attorneys shall be paid a fee of $35,000.00, inclusive of all out-of pocket costs and expenses incurred by Attorneys in connection with their services hereunder. Payment of said compensation shall be entirely contingent upon the successful issuance of the Bonds, and shall be payable solely from the proceeds of the Bonds on the closing date for the Bonds, and from no otherfunds of the Town. Section 3. Exceptions. Attorneys shall not be responsible for (i) compliance by the Town or the District with arbitrage rebate requirements under federal tax law, other than to render advice as to the legal interpretation of such requirements as set forth in the documents relating to the Bonds, (ii) any continuing disclosure required under federal securities laws related to the Bonds, or (iii) the representation of the Town or the District in connection with any litigation involving the District, the Prior Bonds or the Bonds. Without limiting the generality of the foregoing, Attorneys shall not be responsible for preparing any calculations or documentation to establish compliance with such rebate requirements or otherwise for computing the amounts required to be rebated, for preparation or review of any continuing disclosure statements concerning the Bonds, or for providing any litigation services related to the District, the Prior Bonds or the Bonds, without a separate agreement between the Town and Attorneys. Section 4. Maintenance of Professional Liability Insurance. Attorneys, at their expense, shall procure and maintain for the period in which they are providing the services described in Section 1 (which period shall, for purposes of this Section 4, terminate at such time as the Bonds have been issued and the Prior Bonds have been redeemed), a claims-made professional liability insurance policy from underwriters at Lloyd s of London with a limitation of liability of $10,000,000 per claim and in the aggregate, and with a $75,000 deductible per occurrence. Section 5. Responsibilities of the Town. The Town shall cooperate with Attorneys and shall furnish Attorneys with certified copies of all proceedings taken by the Town, or other information deemed necessary by Attorneys to render an opinion upon the validity of the proceedings. All costs and expenses incurred incidental to the issuance and delivery of Bonds, including the cost and expense of preparing certified copies of proceedings required by Attorneys in connection with the issuance of the Bonds, the cost of preparing the Bonds for execution and delivery, all printing costs and publication costs, and any other expenses incurred in connection with the issuance of Bonds and the refunding of the Prior Bonds, shall be paid by the Town from the proceeds of the Bonds, and shall not be the responsibility of Attorneys.

100 Section 6. Termination of Agreement. This Agreement for Legal Services may be terminated by the Town at any time by giving prior written notice to Attorneys, with or without cause. In the event of termination, all finished and unfinished documents, exhibits, project data, reports, and evidence shall, at the option of Town, becomes its property and shall be delivered to it by Attorneys. IN WITNESS WHEREOF, the Town and Attorneys have executed this Agreement for Legal Services as of the date first above written. TOWN OF MAMMOTH LAKES, CALIFORNIA By: Dan Holler, Town Manager QUINT & THIMMIG LLP By: Paul J. Thimmig, Partner

101 IIhilt ~k Thivioiig LLP Larkspur, California Larkspur Landing Circle, Suite 270 Phone: (415) Attorneys at Law Fax: (415) July 14, 2016 VIA Andrew J. Morris, Esq. Attorney at Law Little Lake Court Truckee, California Re: Agreement for Legal Services Town of Mammoth Lakes Community Facilities District No (North Village Area) 2016 Special Tax Refunding Bonds Dear Andrew: Accompanying this letter is a copy of our Agreement for Legal Services to which I have added a new Section 4 entitled Maintenance of Professional Liability Insurance. Also included with this letter is a copy of the Declarations page from our professional liability policy showing the coverage available under the policy. Please let me know if the revised Agreement is acceptable to you. Very truly yours, PJT:cra Enclosures J0th4A~L9. ~k~7/o.l Paul J. Thimmig cc: (via only, with enclosures) Dan Holler Cyndi Myrold

102 DECLARATiONS Attadungtoandfocrnlngpaitof LAWYERS PROFESSIONAL LIA8ILI1Y INSURANCE POUCY NUMBER B0595EOO9171O2O16 Th~s Insurance is effected with certain Underwriters at Lloyd s of London (not Incorporated). ThIS IS A CLAIMS-MADE AND REPORTED PROFESSIONAL LIABILITY INSURANCE POLICY. PLEASE READ CAREFULLY L NAMED ASSURED: QUINT & ThIMMIG LIP ADDRFSS :900 larkspur landing CIrdo~ Suite 270, L?rkspur. Colifomia USA 2. PERIOD OF INSURANCE FROM: March 3i~ 2016 T0 March 31~ OIAM STANDARD lime AT TI-JE ADDRESS SHOWN IN NUMBER I A8~ 3. UMflOFLIABIW Y CA SL Tax: $4,050 CA SL Fee $270 (a) USD 1,0,000,000 (b) USO ,000 Each and every daim for the policy period, including costs and expenses fri the aggregate for the policy periqd. including Claims ~nses 4~ DEDUCTIBLE USD75,000 Each and every claim for the policy period, Including Ccsts and Dqenses 5. PREMiUM USIY [00%) Annual 6 RETROACTIVE DATE None 7. KNOWLEDGE DATE March a NOTICE OF CIAJM: Joap D~AmbrosIo, Clyde & Co US LIP, 101 Second Str~et, 24r1 Floor, San Francisco, California 94105, USA Telephone Number e mall:joan.dambroslo@cl>cleco.us 9. SERVICE OF SUIT; Eileen Ridley, FIWA Service Corp. ~/o Foley lardner LLP, 555 CalIfornia Stred Suite 1700, San Francisco, California 9411)4-1520, USA 1O~ NOTICE OF ELECmON FOR ThE EXIENDED REPORTING PERIOD: Proquesta Division of Alkant 140 E45lbStfeet, BmFloor. SuIte 68, New Yortç New York USA Ii Renewal I.eller Dated: March 1~ PREDECESSOR FIRM(S): None LMA 3079

103 8880 Cal Center Drive, Ste. 400, Sacramento, CA Pip erjaffray Piper JaJr~ ~1 ~ FINRA. July 13, 2016 Daniel C. Holler Town Manager Town of Mammoth Lakes 437 Old Mammoth Road, Suite R Mammoth Lakes, CA Re: Disclosure Required For Issuing Bonds Town of Mammoth Lakes Community Facilities District No (North Vivage Area) 2016 Refunding Special Tax Bonds Dear Mr. Holler: As you know, Piper Jaifray & Co. is serving as placement agent on the captioned bond issue (the Bonds ). We are writing to provide you with certain disclosures relating to the Bonds as required by the Municipal Securities Rulemaking Board (MSRB) Rule G-17 in accordance with MSRB Notice (May 7, 2012)1. Under new federal regulations, all underwriters and placement agents are now required to send the following disclosures to you (as the Issuer of the Bonds) in order to clarify the role of a placement agent and other matters relating to a pr vate placement of the Bonds. Piper Jaffray intends to serve as a placement agent respecting the Bonds and not as a financial advisor or municipal advisor to you. As part of our services as a placement agent, Piper Jaffray may provide advice concerning the structure, timing, terms, and other similar matters concerning an issue of municipal securities that Piper Jaifray is placing. Our Role as Placement Agent In serving as placement agent for the Bonds, these are some important disclosures that clarify our role and responsibilities: (i) MSRB Rule G- 17 requires us to deal fairly at all times with both municipal issuers and investors; (ii) Our primary role in this transaction is to facilitate the sale and purchase of municipal securities between you and one or more investors for which we will receive compensation; (iii) Unlike a municipal advisor, we do not have a fiduciary duty to you under the federal securities laws and are, therefore, not required by federal law to act in your best interests without regard to our own financial or other interests; (iv) We have a duty to arrange the purchase securities from you at a fair and reasonable price, but must balance that duty with our duty to arrange the sale to investors at prices that are fair and reasonable; and (v) In the event an official statement is prepared, we will review the official statement for your securities in accordance with, and as part of, our responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of the transaction. 1 lnterdretive Notice Concerning the Application of MSRB Rule G-1 7 to Underwriters of Municipal Securities (effective August 2, 2012).

104 Our Compensation: The placement agent will be compensated by a fee that was negotiated and entered into in connection with the issuance of the Bonds. Payment or receipt of the placement agent fee will be contingent on the closing of the transaction and the amount of the fee may be based, in whole or in part, on a percentage of the principal amount of the Bonds. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since the placement agent may have an incentive to recommend to the Issuer a transaction that is unnecessary or to recommend that the size of the transaction be larger than is necessary. Risk Disclosures: In accordance with the requirements of MSRB Rule G-i 7, attached to this letter as Appendix A is a description of the material aspects of a typical fixed rate offering, including the Bonds. This letter may be later supplemented if the material terms of the Bonds change from what is described here. If you have any questions or concerns about these disclosures, please make those questions or concerns known immediately to me. In addition, you should consult with your own financial, legal, accounting, tax and other advisors, as applicable, to the extent you deem appropriate. It is our understanding that you are authorized or are expected to be authorized to bind the issuer by contract. If our understanding is incorrect, please notify the undersigned immediately. Under MSRB Rules, we are required to seek your acknowledgement that you have received this letter. Accordingly, please send me an to that affect, or sign and return the enclosed copy of this letter to me. Thank you. Sincerely, Dennis McGuire Managing Director Piper Jaifray & Co. Acknowledgement: Daniel C. Holler Town Manager Town of Mammoth Lakes Date:

105 Appendix A Risk Disclosures The following is a general description of the financial characteristics and security structures of fixed rate municipal bonds ( Fixed Rate Bonds ), as well as a general description of certain financial risks that you should consider before deciding whether to issue Fixed Rate Bonds. Financial Characteristics Security Maturity and Interest. Fixed Rate Bonds are interest-bearing debt securities issued by state and local governments, political subdivisions and agencies and authorities. Maturity dates for Fixed Rate Bonds are fixed at the time of issuance and may include serial maturities (specified principal amounts are payable on the same date in each year until final maturity) or one or more term maturities (specified principal amounts are payable on each term maturity date) or a combination of serial and term maturities. The final maturity date typically will range between 5 and 40 years from the date of issuance. Interest on the Fixed Rate Bonds typically is paid semiannually at a stated fixed rate or rates for each maturity date. Redemption. Fixed Rate Bonds may be subject to optional redemption, which allows you, at your option, to redeem some or all of the bonds on a date prior to scheduled maturity, such as in connection with the issuance of refunding bonds to take advantage of lower interest rates. Fixed Rate Bonds will be subject to optional redemption only after the passage of a specified period of time, often approximately ten years from the date of issuance, and upon payment of the redemption price set forth in the bonds, which may include a redemption premium. You will be required to send out a notice of optional redemption to the holders of the bonds, usually not less than 30 days prior to the redemption date. Fixed Rate Bonds with term maturity dates also may be subject to mandatory sinking fund redemption, which requires you to redeem specified principal amounts of the bonds annually in advance of the term maturity date. The mandatory sinking fund redemption price is 100% of the principal amount of the bonds to be redeemed. Community Faculties District Special Tax Bonds Community Facilities District Special Tax Bonds are debt securities to which special taxes on certain property are levied to pay principal and interest. The District is limited to levying the tax up to a specified maximum amount and only on property within the Community Facilities District. In the event of delinquencies of the special taxes by a property owner, the District may be required to commence foreclosure proceedings against that property in order to generate sufficient funds to pay debt service on the Bonds. Financial Risk Considerations Certain risks may arise in connection with your issuance of Fixed Rate Bonds, including some or all of the following: Redemption Risk Your ability to redeem the bonds prior to maturity may be limited, depending on the terms of any optional redemption provisions. In the event that interest rates decline, you may be unable to take advantage of the lower interest rates to reduce debt service. Tax Compliance Risk The issuance of tax-exempt bonds is subject to a number of requirements under the United States Internal Revenue Code, as enforced by the Internal Revenue Service (IRS). You must take certain steps and make certain representations prior to the issuance of tax-exempt bonds. 3

106 You also must covenant to take certain additional actions after issuance of the tax-exempt bonds. A breach of your representations or your failure to comply with certain tax-related covenants may cause the interest on the bonds to become taxable retroactively to the date of issuance of the bonds, which may result in an increase in the interest rate that you pay on the bonds or the mandatory redemption of the bonds. The IRS also may audit you or your bonds, in some cases on a random basis and in other cases targeted to specific types of bond issues or tax concerns. If the bonds are declared taxable, or if you are subject to audit, the market price of your bonds may be adversely affected. Further, your ability to issue other tax-exempt bonds also may be limited.

107 8880 Cal Center Drive, Ste. 400, Sacramento, CA PiperJaffray Piper Jaf~ ~ 2~J8~5F FINRA. Date: July 13, 2016 To: From: Daniel C. Holler, Town of Mammoth Lakes Dennis McGuire, Piper Jaifray & Co. RE: G-23 Disclosure Letter Disclosure Required For Issuing Bonds Town of Mammoth Lakes Community Facilities District No (North Village Area) 2016 Refunding Special Tax Bonds Thank you for engaging us as the placement agent for the Town of Mammoth Lakes Community Facilities District No (North Village Area) 2016 Refunding Special Tax Bonds. We are writing to provide you with certain regulatory disclosures as required by the Municipal Securities Rulemaking Board. As part of our services, Piper Jaffray may provide advice concerning the structure, timing, terms, and other similar matters concerning an issue of municipal securities that Piper Jaifray is placing. However, Piper Jaifray intends to serve as a placement agent and not as a financial advisor to you in this transaction; and the primary role of Piper Jaifray is to purchase securities for resale to investors in an arm s-length commercial transaction between you and Piper Jaifray. Piper Jaifray has financial and other interests that differ from your interests. Please contact us directly for any questions concerning this letter. If you have any questions concerning these matters, please do not hesitate to call me.

108 8880 Cal Center Drive, Suite 4~, Sacramento, CA PiperJa ray 916~361~6520 PiperJaffray & Co. Since Member SII C and NYSE. Date: July 11, 2016 To: From: CC: Dan Holler Town of Mammoth Lakes Dennis McGuire and Renee Vancho Marty Johnson JNA Consulting RE: Town of Mammoth Lakes CFD Refunding Special Tax Bonds, Series 2016 Proposed Placement Agent Fee Piper Jaffray appreciates the opportunity to work as Placement Agent with the Town of Mammoth Lakes on the upcoming CFD Special Tax Direct Placement Refunding, Series As part of our work as Placement Agent, we solicited a number of potential bank purchasers and received bids from two separate commercial banks. In addition, we have spent time with the bank on the credit analysis related to the CFD project. Therefore, we would propose a Placement Agent fee of $30,000. This includes our expenses but does not include the CDIAC fee, which will need to be paid from the costs of issuance fund. Please let us know if you have any questions or would like to discuss further.

109 .~ JNA Consulting Group, LLC Independent Public Finance Advisors July 13, 2016 Dan Holler, Town Manager Town of Mammoth Lakes P0 Box 1609 Mammoth Lakes, CA Re: Town of Mammoth Lakes, California CFD Refunding Bonds Series 2016 (Revised) Dan: JNA Consulting Group, LLC is pleased to be of service to the Town of Mammoth Lakes on the above-referenced project. This letter specifies the terms of the engagement between JNA Consulting Group, LLC ( JNA ), located at 410 Nevada Way, Boulder City, Nevada and Town of Mammoth Lakes, California, located at 437 Old Mammoth Road, Suite R, Mammoth Lakes, California (the Town ). Scove of Municipal Advisory Activities to be Performed Services provided consist of offering independent financial advice and consulting services relating to debt and the funding of capital projects. We do not underwrite securities or offer investment services. Services provided consist of offering independent financial advice and consulting services, including, but not limited to, the following: Development of a Funding Model Preparation of a financing schedule and oversight of the financing process Assistance in preparing information to be presented to the Town Council Development of the various terms and conditions of the financings Assistance in developing bond documents Assistance in preparation and distribution of a Request for Bids Assistance in evaluating bids Preparation of closing instructions Attendance at meetings of staff and Town Council as requested Term of Engagement Agreement This engagement between the Town and JNA shall become effective as of the date of its acceptance as provided below and the end date is 30 days from the closing date of the transaction. Any extensions must be mutually agreed upon by all parties in writing. 410 Nevada Way, Suite 200, Boulder City, Nevada fax

110 Town ofmammoth Lakes Scope ofservices and Fees Page 2 of 4 Comnensation and Out-of-Pocket Ext~enses The fee for our work on the 2016 CFD Refunding will be $25,000. The fee does not include out of pocket expenses such as overnight mail, copying, or travel-related expenses. Such items will be included on the bill as reimbursable items. The fee for the refunding bonds is due on or after the closing date of the transaction. In the event a public sale is pursued, we will provide a revised fee estimate. Fiduciary Duty JNA is registered as a Municipal Advisor with the SEC and Municipal Securities Rulemaking Board ( MSRB ). As such, JNA has a Fiduciary duty to the Town and must provide both a Duty of Care and a Duty of Loyalty that entails the following: Duty of Care: exercise due care in performing its municipal advisory activities; possess the degree of knowledge and expertise needed to provide the Town with informed advice; make a reasonable inquiry as to the facts that are relevant to the Town s determination as to whether to proceed with a course of action or that form the basis for any advice provided to the Town; and undertake a reasonable investigation to determine thatjna is not forming any recommendation on materially inaccurate or incomplete information; JNA must have a reasonable basis for: any advice provided to or on behalf of the Town; any representations made in a certificate that it signs that will be reasonably foreseeably relied upon by the Town, any other party involved in the municipal securities transaction or municipal financial product, or investors in the Town securities; and any information provided to the Town or other parties involved in the municipal securities transaction in connection with the preparation of an official statement. Duty of ~yalty: JNA must deal honestly and with the utmost good faith with the Town and act in the Town s best interests without regard to the financial or other interests ofjna. JNA will eliminate or provide iui1 and fair disclosure (included herein) to Issuer about each material conflict of interest (as applicable). JNA will not engage in municipal advisory activities with the Town as a municipal entity, if it cannot manage or mitigate its conflicts in a manner that will permit it to act in the Town s best interests. JNA Consulting Group, LLC

111 Town ofmammoth Lakes Scope ofservices and Fees Page 3 of4 Conflicts of Interest and Other Matters Repuirin~ Disclosures As of the date of the Agreement, there are no actual or potential conflicts of interest that JNA is aware of that might impair its ability to render unbiased and competent advice or to fulfill its fiduciary duty. If JNA becomes aware of any potential conflict of interest that arise after this disclosure, JNA will disclose the detailed information in writing to the Town in a timely manner. The fee paid to JNA increases the cost of investment to the Town. The increased cost occurs from compensating J NA for municipal advisory services provided. JNA does nor act as principal in any of the transaction(s) related to this Agreement. During the term of the municipal advisory relationship, this agreement will be promptly amended or supplemented to reflect any material changes in or additions to the terms or information within this agreement and the revised writing will be promptly delivered to the Town. Material Conflicts to be Considered JNA does not have any affiliate that provides any advice, service, or product to or on behalf of the client that is directly or indirectly related to the municipal advisory activities to be performed by JNA; JNA has not made any payments directly or indirectly to obtain or retain the Town s municipal advisory business; JNA has not received any payments from third parties to enlist the recommendation to the Town of its services, any municipal securities transaction or any municipal finance product; JNA has not engaged in any fee-splitting arrangements involving JNA and any provider of investments or services to the Town; JNA does not have any conflicts of interest from compensation for municipal advisory activities to be performed, that is contingent on the size or closing of any transactions as to which JNA is providing advice; JNA does not have any other engagements or relationships that might impair JNA s ability either to render unbiased and competent advice to or on behalf of the Town or to fislfill its fiduciary duty to the Town, as applicable; and JNA does not have any legal or disciplinary event that is material to the Town s evaluation of the municipal advisory or the integrity of its management or advisory personnel. Legal Events and DisciDljnarv History JNA does not have any legal events and disciplinary history on its Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The Town may electronically access JNA s most recent Form MA and each most recent Form MA-I filed with the Commission at the following website: gov/ed~ar/searchedgar/companysearch.html. There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-I filed with the SEC. JNA Consulting Group, LLC

112 Town ofmammoth Lakes Scope ofservices and Fees Page 4 of4 Recommendations If JNA makes a recommendation of a municipal securities transaction or municipal financial product or if the review of a recommendation of another parry is requested in writing by the Town and is within the scope of the engagement, JNA will determine, based on the information obtained through reasonable diligence ofjna whether a municipal securities transaction or municipal financial product is suitable for the Town. In addition, JNA will inform the Town of: the e~aluation of the material risks, potential benefits, structure, and other characteristics of the recommendation; the basis upon which JNA reasonably believes that the recommended municipal securities transaction or municipal financial product is, or is not, suitable for the Town; and whether JNA has investigated or considered other reasonably feasible alternatives to the recommendation that might also or alternatively sen e the Town s objectives. If the Town elects a course of action that is independent of or contrary to the advice provided by JNA, JNA is not required on that basis to disengage from the Town. Record Retention Effective July 1, 2014, pursuant to the Securities and Exchange Commission (SEC) record retention regulations, JNA is required to maintain in writing, all communication and created documents between JNA and the Town for five years. If there are any questions regarding the above, please do not hesitate to contact JNA. If the foregoing terms meet with your approval, please indicate your acceptance by executing both copies of this letter and returning one copy. Our objective is to have the proposed transactions proceed as smoothly as possible for the Town. We look forward to working with you and thank you for this opportunity to be of service to the Town. Please call me at if you have any questions. Sincerely, Martin R. Johnson President MRJ:mh Agreed to and Accepted as of Date By: Town of Mammoth Lakes, California Authorized Signature and Title JNA Consulting Group, LLC

113 CONTRACT FOR SERVICES BETWEEN 1NA CONSULTING GROUP, LLC AND TOWN OF MAMMOTH LAKES, CALIFORNIA July 13, 2016 This contract is entered into by and between the Town of Mammoth Lakes, 437 Old Mountain Road, Suite R, Mammoth Lakes, California, hereinafter (Town), and the JNA Consulting Group, LLC, 410 Nevada Way, Suite 200, Boulder City, Nevada, hereinafter (JNA). Whereas the Town is a local government that from time to time requires services relating to capital planning and financing, consultation on financial matters and legislation, assistance with debt reporting requirements and other services related to capital market activities, and Whereas JNA is a privately owned business offering these services to its clients, Now therefore, the Town and JNA enter into this contract for the purpose of JNA providing financial advisory and consulting services to the Town as the Town requests and the Town will pay JNA for such services. 1. DEFINITIONS 1. A. Council as used herein refers to the total membership of the Board of County Commissioners of the Town Bond Services as used herein is defined in Section 2A herein. 1. C. Other Expense is any expense which JNA reasonably incurs while JNA is performing services for the Town, which expense may not be classified as a Reimbursable Expense, as defined herein. 1. D. Reimbursable Expense is any expense which JNA reasonably incurs for travel, meals, lodging, transportation, photocopies, long distance telephone calls, conference call line, postage, overnight delivery and other similar expenses while JNA is performing services for the Town. 1. E. Special Services as used herein is defined in section 2B herein. 1. F. Staff is used to refer to Town employees. Contract for Services Between Town of Mammoth Lakes and JNA Consulting Group, LLC Page 1 of 8

114 2. SERVICES JNA will provide the following Bond Services and Special Services to the Town at the Town s request. All subsequent agreements pursuant to this contract, whereby JNA will provide any of the services hereinafter listed, must be in writing and signed by both parties. Such subsequent agreements are subject to the terms and conditions of this agreement. The terms of this agreement are incorporated into all subsequent agreements, and to the extent that any subsequent agreement conflicts with the terms of this agreement, this agreement controls. 2. A. Bond Services include, but are not limited to, services relative to the following: 2. A.1. Authorization Process - JNA will prepare information for any authorizations req u i red as requested. 2. A.2. Document Preparation - Assist in the development of the Official Statement and other bond documents as requested. 2. A.3. Financial Modeling - As requested develop computer models demonstrating the impact of the financing of the Town s financial resources and the ability to repay the bonds. Generate various scenarios as necessary and make a recommendation as to the best overall method of financing. 2. A.4. Bond Structuring - Consult with the Town regarding term, principal amortization, call features, bidding parameters and maximization of bond proceeds. 2. A.5. Sale Coordination - Coordinate distribution of offering documents to generate the largest potential interest in the bonds. Advise on method and timing of sale. Facilitate the receipt of bids. Evaluate bids to determine overall interest cost. 2. A.6. Closing Details - Prepare closing memo, coordinate closing details, including wires of funds and delivery of other documents. 2. A.7. Bond Rating and Insurance - Coordinate the acquisition of bond ratings and insurance, as appropriate. Evaluate the cost effectiveness of bond insurance. Assist in disseminating information regarding the rating and/or insurance to potential bidders and investors. Contract for Services Between Town of Mammoth Lakes and INA Consulting Group, LLC Page 2 of 8

115 2. B. Special Services include, but are not limited to, services relative to the following: 2. B.1. Election - JNA will develop capital project funding strategies and options for Town Staff and Town Council discussion, prepare information for Debt Management Council, attend meetings of Staff, Council or other authorizing bodies and assist in development of sample ballot disclosure as requested. 2. B.2. Secondary Market Disclosure - JNA will prepare annual filings which detail updated information as required by the Continuing Disclosure Certificate as requested. 2. B.3. Arbitrage Rebate - Perform periodic calculations of the amount of rebate earned, compliance with appropriate tests and submission of a report detailing the results to the Town as requested. 2. B.4. Debt Management Policy - JNA will prepare annual updates of the Town Debt Management Policy as required by NRS B.5. Legislative Support - As requested by the Town, review proposed legislation, attend and/or testify at hearings and prepare reports regarding the impact of proposed legislation on the Town. 2. B.6. Rating Agency Presentations - As requested, coordinate a formal in depth presentation to the rating agency. Assist in preparation of financial, economic and other data to be provided. Assist in planning visits to areas or entities that could have a potential impact on the rating. Consult with the Town regarding the expectations of a rating and strategy for improving the bond rating. Contract for Services Between Town of Mammoth Lakes and JNA Consulting Group, LLC Page 3 of 8

116 3. FEES AND EXPENSES The Town will pay JNA for the services JNA provides as set forth below: 4. DEFAULT 3. A. Fees for Bonds, Loans, and Other Financing For financial transactions JNA will provide the scope of services and fees on a project basis outlined in a fee letter. Fees will be due upon the successful closing of the financing or the cancellation of the transaction, as the case may be. 3. B. Fees for Special Services For Special Services, the Town and JNA will determine the scope of the project and JNA will provide an engagement letter with a proposed maximum fee based upon JNA then current hourly rates which will be identified in the fee proposal. Fees quoted for Special Services will be exclusive of reimbursable expenses. 3. C. Reimbursable Expenses Fees do not include out-of-pocket expenses such as overnight mail, copying, or travel-related expenses. Such items will be included on the bill as reimbursable items. The Town will reimburse JNA for Reimbursable Expenses. Reimbursable Expenses will generally be billed on the invoice for the total project. However, depending on the nature of the project, JNA reserves the right to bill for Reimbursable Expenses during the project timeline. 3. D. Other Expenses The Town will reimburse JNA for other expenses only ifjna has received the Town s consent prior to incurring such expense. The Town s failure to cooperate or failure to pay JNA the fees and reimbursements as prescribed in section 3 above will place the Town in immediate default of this agreement. The Town will have the right to cure any such default after written notice from JNA that the Town is in default. The Town may cure the default within thirty days of receipt of written notice by immediate good faith cooperation and/or immediate payment in full of all amounts owing to JNA, as the case may be. JNA failure to provide the services as contracted will place JNA in immediate default of this agreement. JNA will have the right to cure any such default after written notice from the Town that JNA is in default. JNA may cure the default within thirty days of receipt of written notice by providing the services contracted for. In the event the defaulting party fails to cure such default within the allotted thirty-day period, the nondefaulting party is relieved from further performance under the contract. In the event of an uncured default within the allotted thirty-day period the non-defaulting party may also, by law and/or equity, enforce its rights and pursue any and all available remedies. In any event, the Town will pay JNA for services performed up until any uncured default. The Town may not claim offsets against the Fees and/or Reimbursements due JNA. 5. DURATION This contract will be effective for five (5) years from the date of its approval unless canceled by either party as allowed in Section 7. The contract may be extended for two (2) additional periods of one (1) year each if agreed to by both parties. Contract for Services Between Town of Mammoth Lakes and JNA Consulting Group, LLC Page 4 of 8

117 6. MODIFICATION This contract may not be modified except by a writing signed by the Town and JNA. Any modification to this contract must be entitled Modification to the JNA Consulting Group, LLC Contract for Services; which modification will thereby be distinguishable from subsequent agreements pursuant to this contract. 7. TERMINATION This contract may be terminated, with or without cause, by either party upon thirty (30) days prior written notice. If the contract is terminated by the Town, JNA will continue to provide services for all current projects for which JNA has provided assistance until completed. If JNA has completed the project as of the date of termination, the Town will pay JNA in full. 8. FORCE MAJEURE All unforeseen eventualities historically embodied within the common law doctrine and application of Force Majeure apply to this contract through this section. This Contract will be and is immediately terminated should any eventuality occur which makes further performance Impossible, Impracticable and/or the purpose of this Contract is Frustrated. Should either party desire to terminate this contract based upon Impossibility, Impracticability and/or Frustration, the terminating party must inform the non-terminating party in writing of such termination and the perceived Impossibility, Impracticability and/or Frustration of purpose. JNA maintains its right to Fees and Reimbursements up until the date of termination. 9. BOND PURCHASE JNA is an independent financial advisor, and as such does not have underwriting or lending abilities. JNA will not submit a bid for any financing of the Town, nor will JNA enter into any financial arrangement with another firm to submit a bid. 10. POLITICAL CONTRIBUTIONS During the term of the contract, JNA will not give political contribution to individuals who are current members of the Council or to individuals who are running for a position on the Council. In abstaining from political contributions, JNA wishes to avoid possible conflicts of interest inasmuch as the Council approves JNA contract and future projects which JNA may work on. 11. INDEPENDENT CONTRACTOR JNA is an independent contractor and is not and will not be treated as an employee of the Town under any ci rc urn stances. 12. WAIVER Inaction by either party relative to any breach of this agreement by the other party may not be termed or treated as a waiver of any of non-breaching party s rights. The parties maintain discretion how and when to act relative to this agreement and any party inaction or delay in asserting any right will not constitute a waiver of any right(s). 13. ENFORCEABILITY Should any Court of competent jurisdiction find any portion of this contract invalid and/or unenforceable, the remainder of the contract will remain enforceable, valid and of full force and effect. Contract for Services Between Town of Mammoth Lakes and JNA Consulting Group, LLC Page 5 of 8

118 14. CONTROLLING LAW This contract and any related documents will be governed by and interpreted and construed according to Nevada Law. 15. ATTORNEYS FEES Should litigation become necessary relative to any aspect of this contract, the non-prevailing party will pay the prevailing party attorney fees. 16. FORUM SELECTION Should litigation become necessary relative to any aspect of this contract, the venue for such litigation will be in Nevada, County of Clark. 17. FIDUCIARY DUTY JNA is registered as a Municipal Advisor with the SEC and Municipal Securities Rulemaking Board (MSRB). As such, JNA has a Fiduciary duty to the Town and must provide both a Duty of Care and a Duty of Loyalty that entails the following: 1 7. A. Duty of Care: 17. A.1. Exercise due care in performing its municipal advisory activities; 17. A.2. Possess the degree of knowledge and expertise needed to provide the Town with informed advice; 1 7. A.3. Make a reasonable inquiry as to the facts that are relevant to the Town s determination as to whether to proceed with a course of action or that form the basis for any advice provided to the Town; and 1 7. A.4. Undertake a reasonable investigation to determine that JNA is not forming any recommendation on materially inaccurate or incomplete information; JNA must have a reasonable basis for: 1 7B. Duty of Loyalty: 1 7. A.4.a. Any advice provided to or on behalf of the Town; 1 7. A.4.b. Any representations made in a certificate that it signs that will be reasonably foreseeable relied upon by the Town, any other party involved in the municipal securities transaction or municipal financial product, or investors in the Town securities; and 1 7. A.4.c. Any information provided to the Town or other parties involved in the municipal securities transaction in connection with the preparation of an official statement. JNA must deal honestly and with the utmost good faith with the Town and act in the Town s best interests without regard to the financial or other interests of JNA. JNA will eliminate or provide full and fair disclosure (included herein) to Issuer about each material conflict of interest (as applicable). JNA will not engage in municipal advisory activities with the Town as a municipal entity, if it cannot manage or mitigate its conflicts in a manner that will permit it to act in the Town s best interests. Contract for Services Between Town of Mammoth Lakes and JNA Consulting Group, LLC Page 6 of 8

119 1 7. C. Conflicts of Interest and Other Matters Requiring Disclosures: 17. C.1. JNA compensation for municipal advisory activities to be performed related to bond issuance is contingent on the size or closing of any transactions as to which JNA is providing advice. This may be considered a conflict of interest. This potential conflict of interest will not impairjna ability to render unbiased and competent advice or to fulfill its fiduciary duty. 17. C.2. The fee paid to JNA increases the cost of investment to the Town. The increased cost occurs from compensating JNA for municipal advisory services provided. 17. C.3. JNA does not act as principal in any of the transaction(s) related to this Agreement. 17. C.4. During the term of the municipal advisory relationship, this agreement will be promptly amended or supplemented to reflect any material changes in or additions to the terms or information within this agreement and the revised writing will be promptly delivered to the Town. 18. MATERIAL CONFLICTS TO BE CONSIDERED 18. A. JNA does not have any affiliate that provides any advice, service, or product to or on behalf of Town that is directly or indirectly related to the municipal advisory activities to be performed byjna; 18. B. JNA has not made any payments directly or indirectly to obtain or retain the Town municipal advisory business; 18. C. JNA has not received any payments from third parties to enlist the recommendation to the Town of its services, any municipal securities transaction or any municipal finance product; 18. D. JNA has not engaged in any fee-splitting arrangements involvingjna and any provider of investments or services to the Town; 18. E. JNA does not have any other engagements or relationships that might impair JNA ability either to render unbiased and competent advice to or on behalf of the Town or to fulfill its fiduciary duty to the Town, as applicable; and 18. F. JNA does not have any legal or disciplinary event that is material to the Town evaluation of the municipal advisory or the integrity of its management oradvisory personnel. 19. LEGAL EVENTS AND DISCIPLINARY HISTORY JNA does not have any legal events and disciplinary history on its Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The Town may electronically access JNA most recent Form MA and each most recent Form MA-I filed with the Council at the following webs ite: panysearch. html. There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-I filed with the SEC. Contract for Services Between Town of Mammoth Lakes and JNA Consulting Group, LLC Page 7 of 8

120 20. RECOMMENDATIONS IfJNA makes a recommendation of a municipal securities transaction or municipal financial product or if the review of a recommendation of another party is requested in writing by the Town and is within the scope of the engagement, JNA will determine, based on the information obtained through reasonable diligence of JNA whether a municipal securities transaction or municipal financial product is suitable for the Town. In addition, JNA will inform the Town of: 20. A. The evaluation of the material risks, potential benefits, structure, and other characteristics of the recommendation; 20. B. The basis upon which JNA reasonably believes that the recommended municipal securities transaction or municipal financial product is, or is not, suitable for the Town; and 20. C. Whether JNA has investigated or considered other reasonably feasible alternatives to the recommendation that might also or alternatively serve the Town objectives. If the Town elects a course of action that is independent of or contrary to the advice provided by JNA, JNA is not required on that basis to disengage from the Town. 21. RECORD RETENTION Effective July 1, 2014, pursuant to the Securities and Exchange Commission (SEC) record retention regulations, JNA is required to maintain in writing, all communication and created documents between JNA and the Town for five years. If there are any questions regarding the above, please do not hesitate to contact JNA. If the foregoing terms meet with your approval, please indicate your acceptance by executing both copies of this letter and returning one copy. 22. AUTHORIZATION The undersigned represents and warrants that he has been duly authorized to execute this contract, and, if appropriate, all necessary corporate action and approvals have been obtained with respect to its execution and delivery. JNA CONSULTING GROUP, LLC TOWN OF MAMMOTH LAKES By: Martin R. Johnson By: Dan Holler Its: Managing Member Its: Town Manager Date: Date: Con tract for Services Between Town of Mammoth Lakes and JNA Consulting Group, LLC Page 8 of 8