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Home My WebLink AboutAgenda Packet - CC - 2016.05.16r.Irurn BURLINGAME :-.iF City of Burlingame Meeting Agenda - Final City Council BURLINGAME CITY HALL 501 PRIMROSE ROAO BURLINGAME, CA 94010 Monday, May 16,2016 7;00 PM Council Chambers CLOSED SESSION .6:00 p.m. - Conference Room A a. Approval ofthe Closed Session Aqenda b c d Personnel Matter: Annual Performance Eval uation of Citv Aftornev Government Code Q54957(b) Note: Public comment is permitted on all action i ems as noted on the agenda below and in the non-agenda public comment provided for in item 7. Spear(ers are asked to fill out a'request to speak' card located on the table by the door and hand it to staff, although the provision of a name, address or other identifying informatlon is optional. Speakers are limited to three minutes each; the Mayor may adjust the time limit in light of the number of anticipated speakers. City of Au ingame P.inted on 5/1212016 Closed Session Communitv Forum: Members of the Public Mav Address the Council on anv ltem on the Closed Session Aqenda at this Time Adiournment into Closed Session All yotes are unanimous unress separately noted fot the record. 1. CALL TO ORDER - 7:00 p.m. - Council Chambers 2. PLEDGE OF ALLEGIANCE TO THE FLAG 3. ROLL CALL 4, REPORT OUT FROM CLOSED SESSION 5. UPCOMING EVENTS 6. PRESENTATTONS a. Presentation on San Mateo Countv's OWL View Proiect at Covote Point P.ge 1 City Council Meeting Agenda - Final May 16, 2015 7. PUBLIC COMMENTS, NON.AGENDA Members of the pubtic may speak about any item not on the agenda. Members of the public wishing to suggest a, item for a future Council agenda may do so duing this public comment peiod. The Ralph M. Brown Act (the Slate local agency open meeting taw) prohibits the City Council from acting on any matter that is not on the agenda. City ol Burlingame Page 2 Ptinted on 5/122016 8. APPROVAL OF CONSENT CALENDAR consent calendat ilems are usually approved in a single molion, unless pulled for separate d,scusslon Any member of the public wishing to comment on an item listed here may do so by submitting a speaker slip fot that item in advance of the Council's consideration of the consent calendar' a. Aoproval of Citv Council Meetino Minutes Mav 2' 2016 Attachmenas: Meetino Minutes of Mav 2.2016 b. Adootion of a Resolution Authorizino the Deoutv Finance Director to Execute Documents to lmolement and Secure CalRecvcle Grant Pavments Attac@ Staff Reoort Resolution c. Adootion of a Resolution Awardinq a Construction Contract to Minerva Construction. iic- for the Miscellaneous Reservoir and Pumo Station lmorovements Proiect Citv proiect 84200. and Authorizino the Citv Manaoer to Execute the Construction Contract Aaachmenls: Staff Reoort Resolution Bid Summarv Construction Contract Aqreement Proiect Location Mao d. Adootion of a Resolution Authorizino the cltv Manaoer to Renew the service Aqreement with Granicus. lnc. for Aqenda Manaqement and Video Streamino Services Altachmen's; Staff Reoort Resolution Service Aoreement e. Adootion of a Resolution AoDrovino the Renewal of the Janitorial Services Contract with Universal Buildino Services and Suoolv Comoanv A,lachments: Staff Reoort Resolution Existino Contract with Amendments New Contract Amendment City Council Meeting Agenda - Final May 16,2016 Adootion of a Resolution Authorizino the Citv Manaqer to Recoqnize Council 57 of AFSCME Local 829 as the New Barqaininq Representative of the Burlinqame Middle Manaqers, Formerly Recoqnized as the Burlinqame Association of Middle Manaqers (BAIUM) Attachfients:Staff Report Resolution Card/Petition Cross-Check Election Aqreement 9. PUBLIC HEARINGS (Public Comment) a. lntroduction of an Ordinance Amendino Title 25 of the Burlinqame Municioal Code (Zonino Ordinance) Related to Covered P orch Floor Area Ratio (FAR) Exemotions Atlachments:Staff Reoort Ordinance Plannino Commission Minutes - Apnl 11, 2016 City ol Burlingame Printed on !)/122016 1. b.Public Hearinq and Adoption of Broadwav Area Business lmprovement Assessments for Fiscal Year 2016-17 Altachmenas: Staff ReDort Resolution Assessment Roll 10. STAFF REPORTS AND COMMUNICATIONS (Public Comment) a. Citv Council Direction Reoardino the Broadwav Grade Seoaration Proiect Preferred Desiqn Alternative Albchments: Staff Reoort PowerPoinl Pres€ntation OesiqnAltemativesA-F Pros and Cons of Oesion Aftematives A & B Summarv of Public Comments at March 31 Communitv Meetino Petition with sionatures from Broadwav Merchants and Residents CPUC Statewide Grade Separation Prioritv Rankino Recommendations Freouentlv Asked Ouestions Prge 3 City Council Meeting Agenda - Final b. Adoption of a Resolutio n of the Ci Council of the Citv of Burli noame ADo rovinq the lssuance b e Burlinoame Financinq Auth oriW of Not to Exceed $19 .s00.000th Aqqreqate Principal Amount of Water and Wastewater Revenue Refundino Bonds to Refund Burlinoame Fi nancino Autho ritv Water and Wastewater evenue Bonds Series 2007: Au thorizino the Execution an Deliverv of I nstallment Sal e Aoreements and a Bond Pu rchase Cont ract: Aoorovin o the Form of the Offi cial Statemen t: and (ztn ion of ments and he Takin All Neces Actions tn c Commiss ion [,4erqer Afrac@ Staff Reoort Councilmember Brownrioo Memo ABAG Memo II.coUNcILCoMMITTEEANDACTIVITIESREPoRTSANDANNoUNCEMENTS Councilmembers repon on committees and activities and make announcemenls' 12. FUTUREAGENDAITEMS 13. ACKNOWLEDGMENTS a. b 1. Call to Order 2. Roll Call 3. Board Action BURLINGAME FINANCING AUTHORITY Pint d on 5/12J2016 May 16, 2016 to the Financinq with the Burlinqame Financino Authoritv Aftachments: Stafi Reoort Resolution Water lnstallment Sale Aoreemenl Wastewater lnstallment Sale Aqreement Discussion of Association of Bav Area Governments-Metropolitan Transoortation Commission Meetino Minutes: March 1 5. 2016 Librarv Board of Trustees Meetino Minutes Aoril Monthlv Permit Activitv Reoort 14. ADJOURNMENT City ol Burlingafie Page 4 City Council Meeting Agenda - Final May 16, 2016 a. Adoption of a Res olution of the Burlinqame Financinq A oritv Aoorovino the lssuance of Not to Exceed $19,500,000 Aooreoate Princioal Amount of Water and Wastewater Revenue Refundino Bonds to Refund Burlinoame Financinq Authoritv Water and Wastewater Revenue Bonds S eries 2007: Authorizino the Execution and Delivery of lnstallment Sale Aqreements and a Bond Purchase Contract: Aoorovinq the Form of the Official Statement: and Authoriz ino Execution of Documents and the Takino of All Necessary Actions Relatinq to the Financinq Attachments:Staff Report Resolution Water lnstallment Sale Aqreemenl Wastewaler lnstallment Sale Aqreement Trust Aqreement Escrow Aoreement Preliminary Ofllcia I Statemenl Burlinqame Bond Purchase Aqreement Continuino Disclosure Certificate 4. Adjournment Notice: Any attendees wishing accommodations for disabilities please contact the City Clerk at (650)558-7203 at least 24 hours before the meeting. A copy of the Agenda Packet is available fot public review at lhe City Clerk's office, City Hail, 501 Primrose Road, from 8:00 a.m. to 5:00 p.m. before the meeting and at the meeting. Visit the City's website at www.burlingame.org. Agendas and minutes are available at this site. NEXT CITY COUNCIL MEETING - Next regular City Gouncil Meeting - Monday, June 6, 2016 VIEW REGULAR COUNCIL MEETING ONLINE AT WWW.BURLINGAME.ORG . GO TO "ctw couNctL vtDEos' Any witings or documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection at the Water Oflice counter at City Hall at 501 Primrose Road during nomal bus,ness hours. City ol Au ingene Pinted on 5/122016Page 5 Agenda Item 8a Meeting DaEe: 5/!6/L6 BURLINGAME CITY COUNCIL Unapproved Minutes Regular Meeting on May 2,2016 I. CALLTOORDER A duly noticed regular meeting of the Burlingame City Council was held on the above date in the City Hall Council Chambers. 2. PLEDGEOFALLEGIANCETOTHE FLAG The pledge ofallegiance was led by Sandy Comaroto. 3. ROLLCALL MEMBERS PRESENT: Beach, Brownrigg. Colson. Keighran, Oniz MEMBERSABSENT: None 4. REPORT OUT FROM CLOSED SESSION There was no closed session. 5. UPCOMING EVENTS Mayor Keighran reviewed the upcoming events taking place in the City. 6. PRESENTATIONS a. PRESENTATION BY YOUTH ADVISORY COMMITT EE Recreation Coordinator Nicole Rath introduced the Youth Advisory Committee. Burlingame High School Student Leona Gomez discussed YAC's role in advising the City Council as to the concems of the youth in the community. Burlingame High School Student Edie Arteaga gave an overview ofthe recent work ofYAC including the Valentine's Day Dance for Senior Citizens Burlingame High School Student Emily Williams discussed their work with the Princess Project and the Mission Impastaable Fundraiser which raised a little under $ I ,900. Burlingame City Council Unapproved Minutes May 2,2016 Mayor Keighran asked the Councilmembers and the public if they wished to remove any items from the consent ca-lendar. councilmember Brownrigg pulled items 8d and 8e and councilmember Beach pulled item 8f. 2 Burlingame City Council Unapproved Minutes May 2,2016 Agenda Item 8a Meetl.ng DaEe: 5/16/16 Burlingame High School Student Josie Licavoili discussed the upcoming yoga de-stressor event. Mayor Keighran thanked the Youth Advisory committee for all of their hardwork. b. PRESENTATION BY CITIZENS EITVIRONMENTAL COUNCIL OF "COOL CALIFORNIA CITY" AWARI) Burlingame resident Jeff Londer presented the "Cool California City" award to the Council. He gave a brief trirto.y"of tn" Citizen Environmental Council C'CEC") and discussed CEC's work including: monitoring A*tinguln"'. progress in implementing the Climate Action Plan and offering suggestions to the Council such ai the installation of eleitric car charging stations. He explained that this year, CEC will be awarding a Burlingame High School senior with a college scholarship' Mr. Londer explained the Cool Califomia Challenge stating that the goal of the challenge is to monitor and reduce household energy and water usage in a six month period. He stated that of the 22 participating cities, Burlingame finished third. Mr. Londer presented the Council with the third place trophy and the check for $16,281 that CEC received' He stated that the money would be used to fund green Burlingame projects' Councilmember Colson thanked Jeff Londer for personally bringing in the most points for the City' Mayor Keighran thanked the CEC for their hardwork and dedication to the city. c. PROCLAMATION FOR MAY AS BIKE MONTH Mayor Keighran presented Burlingame resident Laurie Simonson with the proclamation declaring May National Sil(e tvlonth. Mayor Keiihran explained that since 2000 the number of people nationwide using Uicy"f"s for daily commuting incrJased by 62%. As well, in San Mateo County, bicycle trips increased to 3.4%o of all trips. She also stated that Burjingame's support and participation in Bike Month aligns with the city of Burlingame's goals to improve health, livability, prosperity and the environment. Laurie Simonson thanked the City Council for the proclamation and stated that she hoped to work with the City in creating the Bicycle and Pedestrian Advisory Committee' 7. PUBLIC COMMENTS Burlingame resident JeffLonder spoke about Bike to work Day on May 12th and Bike to Shop Day on May 2lst. J-eff Londer also thanked Poiice Chief Wollman and Captain Matteucci for their work at the Califomia Republican Convention. 8. CONSENTCALENDAR Agenda Item 8a Meeting DaEer 5/16/L6 Vice Mayor Ortiz made a motion to adopt item 8a (City Council Meeting Minutes of April 18,2016); seconded by Councilmember Brownrigg. The motion was approved by voice vote, 4-0-1. Mayor Keighran recused herself from voting as she was not present at the April 18, 2016 meeting. Vice Mayor Ortiz made a motion to adopt items 8b, 8c, 8g and 8h; seconded by Councilmember Brownrigg The motion was approved unanimously by voice vote, 5-0. CC Hassel-Shearer requested Council approve the City Council Meeting Minutes of April 18, 2016. Vice Mayor Ortiz made a motion to adopt item 8a (City Council Meeting Minutes of April 18, 2016); seconded by Councilmember Brownrigg. The motion was approved by voice vote, 4-0-1 . Mayor Keighran recused herselffrom voting as she was not present at the April 18,2016 meeting. CDD Meeker requested Council adopt Resolution Number 32-2016, Resolution Number 33-2016 and Ordinance Number 1927 . Sustainabitity Coordinator Michael requested Council's approval of a letter authorizing the City's participation in the Peninsula SunShares residential solar bulk procurement program coordinated by the business council on climate change. CDD Meeker asked Council to set May 16,2016 as the hearing date for an appeal ofthe Planning Commission's approval of applications for a mitigated negative declaration and commercial design review for a new, four-story office building at 225 California Drive. Burlingame City Council Unapproved Minutes 3 May 2,2016 a. APPROVAL OF THE CITY COUNCIL MEETING MINUTES OF APRIL 18.2016 b. ADOPTION OF A RESOLUTION AND AN ORDINANCE RELATED TO AMENDMENTS TO CHAPTER 3 OF THE BURLINGAME DOWNTOWN SPECIFIC PLAN AND TITLE 25 OF BURLINGAME MUNICIPAL CODE (ZONING ORDINANCE) RELATED TO SETBACK REOUIREMENTS WITHIN MIXED USE (MMU). HOWARD MIXED USE (HMD AND CALIFORNIA AUTO ROW (CAR) ZONING DISTRICTS. AND ADOPTION OF A RESOLUTION FINDING THAT IMPLEMENTATION OF THE AMENDMENTS WILL NOT RESULT IN AN ADVERSE IMPACT UPON THE ENVIRONMENT AS REPORTED IN NEGATIVE DECLARATION ND-555.P. PREPARED PURSUANT TO THE CALIFORNIA ENVIRONMENTAL OUALITY ACT (CEOA) c. PENINSULA SUNSHARES RESIDENTIAL SOLAR BULK PROCUREMENT PROGRAM COORDINATED BY THE BUSINESS COUNCIL ON CLIMATE CHANGE d. SET PUBLIC HEARING DATE FOR AN APPEAL OF THE PLANNING COMMISSION'S APPROVAL OF APPLICATIONS FOR A MITIGATED NEGATIVE DECLARATION AND COMMERCIAL DESIGN REVIEW FOR A NEW. FOUR-STORY OFFICE BUILDING AT 225 CALIFORNIA DRIVE Agenda Itsem 8a ldeeting DaEe. 5/L6/16 Councilmember Brownrigg asked that staff make a recommendation on this matter at the May 16, 2016 public hearing because of how technical the Planning Commission's decision was for the project at 225 Califomia Drive. CDD Meeker replied in the affirmative. Councilmember Brownrigg made a motion to set the hearing for May 16,2016l' seconded by Councilmember Beach. The motion passed unanimously by voice vote, 5-0. e. ADOPTION OF A RESOLUTION APPROVING A COMP REHENSIVE AG EEMEI.IT WITH THE PENINS ULA CORRIDOR JOINT POWERS B OARD FOR THE C AI,TRAIN ELECTRIFICATION P ROJECT . AND AUTH ORIZING THE CITY MANAGER TO EXECUT E THE AGR.EEMENT DPW Murtuza requested Council adopt Resolution Number 34-2016. Mayor Keighran stated her concem for the protection ofthe trees on the Caltrain Corridor during the project. She asked for a breakdown ofthe assessment ofthe trees and what happens if the trees are damaged, and which City employee would be responsible for work with Caltrain on this matter. DPW Murtuza stated that the final EIR identified the potential impacts ofthe project on the sunounding trees. Initially it was determined that 86 trees could be impacted however that number has significantly decreased. He explained that Caltrain, City Arborist Disco and himself would work together to replace any trees if necessary. Casey Fromson, a Caltrain representative, stated that the number oftrees that could be impacted is 38. Mayor Keighran asked how much night-time construction would occur and if there was a way to minimize night-time construction. Ms. Fromson replied that Caltrain understood the concems of the community and that they will be alerting the community well in advance of any night-time construction. She stated that the work would be done quickly. Accordingly, Caltrain does not expect nighttime construction to impact any particular area for a long period of time. Councilmember Beach asked that Caltrain coordinate its construction communication with the City Manager so that it can be put into the weekly e-newsletter. Councilmember Colson asked about Caltrain reimbursing the City for the time City staff spend working on this project. DPW Murtuza stated that Caltrain will be paying the City $34,000 in advance to cover staff costs. If the costs exceed $34,000, staffwill notiry Caltrain to obtain additional funds. Councilmember Brownrigg asked about the hows when night-time construction will occur. Casey explained that Caltrain may be able to do some of the work during non-peak hours in the daytime. However, she explained that it all depends on the type of work that will be done. Mayor Keighran opened the item up to the public. No one spoke. 4 Burlingame City Council May 2'2016 Unapproved Minutes Agenda Item 8a Meeting DaEe z 5/16/!6 Councilmember Brownrigg made a motion to adopt Resolution Number 34-2016; seconded by Councilmember Beach. The motion passed unanimously by voice vote, 5-0. f. ADOPTION OF A RESOLUTION APPROVING A PROFESSIONAL SERVICES DPW Murtuza requested Council adopt Resolulion Number 35-2016. Councilmember Beach stated that she was delighted to see this project begin. She asked ifthere was a sense ol when the community outreach meetings would occur. DPW Murtuza replied that it should happen in the next month or two Mayor Keighran opened up the item for public comment. Burlingame resident Manito Velasco spoke about his concem for the safety of bicyclists on Califomia Drive He stated that the study belies the urgency of improving Califomia Drive for pedestrians and bicyclists. Mayor Keighran asked if the reason behind conducting a feasibility study was to understand all the options the City has in order to better utilize California Drive. DPW Murtuza replied in the affirmative. He explained that the feasibility study will look at what short and long term improvements the City can undertake to improve pedestrian and bicyclist safety on Califomia Drive. Mayor Keighran stated that this approach will allow the Council to prioritize improvements on Califomia Drive. DPW Murtuza replied in the affirmative. Vice Mayor Oniz made a motion to adopt Resolution Number 35-2016 seconded by Councilmember Colson. The motion passed unanimously by voice vote, 5-0. ADOPTION OF A RESOLUTION A CCEPTING THE 2OI5 STREET R-ESURFACING PROJECT BY INTERSTATE GRADING & PAVING, INC..CITY PROJECT NO.84160 DPW Murtuza requested Council adopt Resolution Number 36-2016. h. OUARTERLYINVESTM ENT REPORT . PEzuOD ENDIN G MARCH 31.2016 Finance Director Augustine requested Council adopt the Quarterly Investment Report, period ending March 31,2016. Burlingame City Council Unapproved Minutes ) May 2,2016 AGREEMENT WITH ALTA PLANNING + DESIGN FOR ENGINEERING SERVICES RELATED TO THE CALIFORT{IA DRIVE BICYCLE FACILITY FEASIBILITY STUDY PROJECT. AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT 9. PUBLICHEARINGS There were no public hearings. 10.STAFF REPORTS AND COMMUNICATIONS A. AUTHORIZETHECITY MANAGER TO SEND A LE TTE R TO THE STATE LANDS COMMISSION CONDITIONALL Y WITHDRAWING THE CIT Y'S APPLICATION FOR THE STATE LANDS COMMISSI ON PARCEL ON THE BAYFRONT WHILE THE CITY NEGOTIATES WITH H&O ASIA PACIFI C FOR A HOTEL/PARK PROJECT ON THE SITE City Manager Goldman presented the staff report requesting Council to authorize the City Manager to send a letter to the State Lands Commission C'SLC') conditionally withdrawing the City's application for the SLC parcel on the Bayfront while the City negotiates with H&Q Asia Pacific for a hotel/park project on the site. She reviewed the history of the SLC parcel, stating that for several years the City had worked to secure a lease for the 8.81 acres of Bayfront property in order to build a park. City Manager Goldman reviewed Council's plans for the park calling it a "Big Grassy Area". She explained that the City wanted it as a large open space with picnic tables, similar to Crissy Field. She stated that over a year ago, the City was informed by SLC that it received applications from hotels interested in the Bayfront parcel. City Manager Goldman explained that Council then discussed whether it wanted to pursue a park or hotel project for this land. Council determined thal a park was in the best interest of the City. Accordingly, the City finished its application and circulated its Mitigated Negative Declaration, at which point the SLC deemed the City's application complete. City Manager Goldman explained that separately H&Q Asia Pacific submitted an application to SLC to build a hotel and significant sized park on the property. She went on to explain that if the City was to build a park at the Bayfront, SLC would most likely gmnt the City a 30 year lease and that the City would spend roughly $5.6 million to develop the park. Therefore, City Manager Goldman explained that given the short timeframe for the lease, the cost of development and the City's decision to turf Murray Field, the City is considering fostering a relationship with H&Q Asia Pacific to develop a park on a portion of the parcel. In order to move forward with H&Q Asia Pacific, the City would need to withdraw its application from consideration. Accordingly, the City Manager explained that she has drafted a letter withdrawing the City's application but acknowledging the City's expectations that ifthe H&Q Asia Pacific partnership falters that the City expects to regain its place in the queue. Councilmember Brownrigg stated that in the letter since the State Lands Commission advised the City that it could get its place back in queue that this should be included in the letter. Vice Mayor Ortiz expressed his disappoint that the City was unable to get a lease for a longer period of time from the State Lands Commission. Mayor Keighran opened the item for public comment. No one spoke. Councilmember Colson made a motion to authorize the City Manager to execute the letter with the change requested by Councilmember Brownrigg; seconded by Vice Mayor Ortiz. The motion passed unanimously by voice vote, 5-0. 6 Burlingame City Council May 2,2016 Unapproved Minutes Agenda Item 8a Meering DaEe2 5/!6/16 Agenda Item 8a I{eeting Da|-.ez 5/16/76 b. ADOPTION OF A RESOLUTION OF INTENT T o AMEND THE CITY OF BURLINGAME MASTER FEE SCHEDULE EFFECTIVE JULY I 2016 AND SET T E PUBI-t LIC HEARING FOR SUCH AM ENDMENT FOR JUNE 6. 2OI6 Finance Director Augustine presented the staff report conceming the amendments to the City of Burlingame's Master Fee Schedule. She explained lhal llYo ofthe City's revenue is derived from service fees. However, she explained that a majority of the fees charged for City services (many of which are discretionary) do not cover the cost ofthe services provided. She stated that the remaining cost ofthe service is bom out of the general fund. Finance Director Augustine staled that when setting fees the City tries to balance the level ofgeneral fund support for services with the level ofpublic benefit the service provides the community. She explained that there are three basic types ofpublic fees for service: (1) User Fees are fees where the user receives some or all ofthe benefit such as recreation fees and park/facility rental; (2) Regulatory Fees where the "driver" ofthe need for service pays most or all of the costs such as planning review and building permits; and (3) Fines and Penalties which are not voluntary and are enforced to discourage illegal or undesirable activities. Finance Director Augustine explained the following standards for cost recovery: (1) there must be a formal policy of the City regarding charges and fees; (2) the City must undertake a calculation ofthe full costs of services in order to establish a basis for setting fees; (3) periodic fee review and update; and (4) an explanation of fees and factors considered. She explained that in seuing fees staff took into consideration il the services benefited an individual versus the community, the effect of fees on service use, feasibility of collecting, discounted rates, cost allocation plan and compare fees ofneighboring cities. Vice Mayor Ortiz asked about the changes in Engineering fees such as water main modification from $1,644 to $5,400 and lot line adjustment from $727 to $2,525. He asked why the City was either charging so liule before or charging so much nou,. Finance Director Augustine stated that in the study of the final costs of services it was determined that the cost was significantly more than what was previously thought. Accordingly, the fees were increased in order to obtain a higher percentage ofcost recovery. Mayor Keighran questioned the fee increases in Building, Engineering and Planning. She stated that her concem was that the City could lose business because ofthe increase in cost. She gave the example ofthe condominium permit where 4 units or less cost$4,475 and five units or more cost $5,950. She was concemed that someone building condominiums with 16 units is paying the same amount as someone building 5 units. CDD Meeker agreed with Mayor Keighran's point and stated that there was room to make additional tiers for larger projects. Mayor Keighran commented on the environmental negative declaration fee stating that this fee should be tiered as well. Attorney Kane stated that environmental negative declarations are determined by certain legal factors that are the same regardless ofthe size of the project. Accordingly, she explained that the same amount of work would be necessary regardless of the size of the project. Mayor Keighran stated her understanding but also stated that the growth ofthe fee was too large. Mayor Keighran asked how the City's fees compared to neighboring cities. CDD Meeker stated that historically, the City fees are comparable ifnot significantly lower than neighboring cities. 7 Burlingame City Council May 2,2016 Unapproved Minutes Agenda Item 8a ueeting DaXe.5/f6/16 Mayor Keighran asked the Potice Department about the increases in the cost of audiotape fees' Captain Matteucci explained that the Police no longer use audiotapes and instead use CDs or drives. He explained that the technology is more expensive. City Attomey Kane added that all police records have to be reviewed by Police's record manager and the City Attomey before being released. Mayor Keighran asked about the $50 fee for curb painting investigation. Captain Matteucci explained that this covers background checks on the companies hired. Mayor Keighan asked about the permitting for taxicabs. Captain Matteucci stated that the permitting is based on the individual coming forward and requesting a permit or being cited for not having a permit. He explained that the Traffic Unit does taxi stings to ensure that taxis operating in Burlingame are permitted. Councilmember Beach asked about the 55% cost recovery rate. She asked if there were any best practice for cost recovery rates. Finance Director Augustine stated that it is impossible to generalize as each jurisdiction is different on how it values its services. City Manager Goldman stated that it is a philosophical question on how the City wants to spend its general funds. Councilmember Beach stated that Mayor Keighran had a good point where the proposed fee is doubling or tripling maybe a phase in approach would be best. Finance Director Augustine stated even with the doubling or tripling offees, the City's cost recovery rate would remain at 550/0. Mayor Keighran stated that she would be interested in the recommendations of the Departrnent Heads on the increase in fees. Finance Director Augustine responded that their recommendations are the basis of the amended Master Fee Schedule. Councilmember Colson expressed her beliefthat Burlingame's quality ofservice and the efficiency and speed of staff in completing projects is exceptionally high. However, she thought that while fees should be increased, that the tripling of fees was too much. Councilmember Colson asked about the fees for renting fields from Parks and Recreation. She stated that there were different rates for renting fields depending on the type of user. Councilmember Colson expressed her concem that some non-profit organizations had large budgets and should not be able to rent fields at significantly lower rates based on their non-profit status. Attomey Kane stated that ifa group is defined as a non-profit organization, that the City is unable to differentiate between the levels of funding of non-profit organizations. However, she stated that Council could redefine the user groups using different criteria. Attomey Kane stated that Council would need to keep in mind that it would be up to Parks and Recreation staff to be able to easily identify which category a group belonged in. Councilmember Brownrigg stated that he supported the Master Fee Schedule and that 55% cost recovery seemed low. Accordingly, he agreed with stafls recommendations to increase rates. Vice Mayor Ortiz stated he agreed with most of the fees but that he didn't think that fees should increase by 300%. He stated that these fee increases should be phased in and that fee increases should be limited to 80- 100% annually. Burlingame City Council Unapproved Minutes May 2,2016 8 Finance Director Augustine explained the next steps stating that staff would incorporate Council's feedback into the Master Fee Schedule and bring the report back to Council early in the next fiscal year. Mayor Keighran asked if it would be helpful for Councilmembers to email specific concems they have on the Master Fee Schedule to staff. Finance Director Augustine replied in the affrrmative. Mayor Keighran opened the item up for public comment. No one spoke. Councilmember Colson made a motion to adopt Resolution Number 37-2016; seconded by Vice Mayor Ortiz. The motion passed unanimously by voice vote, 5-0. 11. COUNCIL COMMITTEE AND ACTIVI TIES REPORTS AND ANNOU NCEMENTS Council reported on various events and committee meetings they each attended on behalfofthe City. 12. FUTUREAGENDAITEMS Mayor Keighran asked that staff look into prohibiting construction on holidays and Sundays. The Council agreed that this should be discussed. As well, Mayor Keighran asked that stafflook at redefining the hours that garbage cans can be on the street/sidewalk in commercial areas. The Council agreed that this should be discussed. Councilmember Brownrigg asked that the City consider giving larger allocations to organizations that work to improve housing issues/displacement on the Peninsula. It was determined that this could be a separate discussion at the Budget Study Session on May I 1. 13.ACKNOWLEDGEMENTS I4. ADJOURNMENT Mayor Keighran adjoumed the meeting at 9:02 p.m. in acknowledgement of Tony Robbins and the hardwork of the Burlingame Police Department during the Califomia Republican Convention' Respectfully submitted, Meaghan Hassel-Shearer City Clerk Burlingame City Council Unapproved Minutes 9 May 2,2016 Agenda Item 8a Meetirg Dat-e z 5/15/LG Mayor Keighran agreed with the Vice Mayor Ortiz that fee increases should be limited and planning fees should be tiered. A. COMMISSION MEETING MINUTES3 MARCH l0i 2016 TRAFFIC. SAFETY & PARKING COMMISSION STAFF REPORT iTEETING DATE: May 16,2016 To:Honorable Mayor and City Council Date: May 16,2016 Subject: Adoption of a Resolution Authorizing the Deputy Finance Director to Execule Documents to lmplement and Secure CalRecycle Grant Payments RECOMMENDATION The CalRecycle Grant Program provides State funds for community projects that increase beverage container collection and reduce the waste stream. Grants are awarded through a competitive process. The City has been awarded grants underthis program since FY 2005-06. CalRecycle grant application procedures require the City Council to declare, by resolution, the authorization of a staff member to perform the administration of CalRecycle grants. Grant applications are due by June 1, 2016. DISCUSSION The City of Burlingame will apply for the maximum grant award for FY 2015-16 of $7,877. The grant funds may be utilized to: ) Support AB 341 Mandatory Commercial Recycling to increase recycling by businesses and multi-family residents ) Purchase new beverage recycling containers > Purchase recycled content products such as compostable cups to reduce use of beverage containers ) Perform outreach and education related to recycling programs Although many of the City's recycling program efforts are provided by South Bayside Waste Management Authority staff, these grant funds have been used in the past largely to fund the purchase and installation of public recycling containers in Burlingame. Staff recommends the City Council adopt the attached resolution authorizing the Deputy Finance Director to submit a grant 1 AGENDANO: 8b From: Carol Augustine, Finance Director - (650) 558-7222 Staff recommends that the City Council adopt the attached resolution authorizing the Deputy Finance Director to be the signee to execute all documents necessary to implement and secure CalRecycle grant payments. BACKGROUND Signaaory Authotity - CalRecycle Grcnt Program May 16, 2016 application for FY 2015-16 with CalRecycle and sign all grant related documents necessary to implement and close-out the grant. FISCAL IMPACT There is no fiscal impact since the grant does not require matching funds. Exhibit: Resolution 2 RESOLUTTON NO._ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AUTHORIZING SUBMITTAL OF APPLICATIONS FOR RECYCLING PAYMENT PROGRAMS AND RELATED AUTHORIZATIONS WHEREAS, CalRecycle's procedures for administering payment programs require, among other things, an applicant's governing body to declare by resolution certain authorizations related to the administration of the payment program. BE lT FURTHER RESOLVED that the Deputy Finance Director, or his/her designee, is hereby authorized to execute all documents necessary to implement and secure payment; and BE lT FURTHER RESOLVED that this authorization is effective until rescinded by this Council. Ann Keighran, Mayor l, MEAGHAN HASSELL-SHEARER, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was adopted at a meeting of the City Council held on the 1 6th day of May, 2016, and was adopted thereafter by the following vote: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: Meaghan Hassel-Shearer, City Clerk WHEREAS, pursuant to Public Resources Code sections 48000 et seq., 14581, and 42023.1(g), the Department of Resources Recycling and Recovery (CalRecycle) has established various payment programs to make payments to qualifying jurisdictions; and WHEREAS, in furtherance of this authority, CalRecycle is required to establish procedures governing the administration of the payment programs; and NOW, THEREFORE, BE lT RESOLVED that City of Burlingame is authorized to submit an application to CalRecycle for any and all payment programs offered, and AYES: NOES: ABSENT: STAFF REPORT AGENOANO: 8c iTEETING DATE: May '16, 2016 To: Date: From: Honorable Mayor and City Council May 16, 2016 Syed Murtuza, Director of Public Works - (650) 558'7230 Adoption of a Resolution Awarding a Construction Contract to Minerva Construction, lnc., for the Miscellaneous Reservoir and Pump Station lmprovements Project, City Project 84200, and Authorizing the City Subject: Manag er to Execute the Construction Contract 1 RECOMMENDATION Staff recommends that the City Council adopt the attached resolution awarding a construction contract to Minerva Construction, lnc., for the Miscellaneous Reservoir and Pump Station lmprovements Project in the amount of $683,995, and authorizing the City Manager to execute the Construction Contract. BACKGROUNO The Miscellaneous Reservoir and Pump Station lmprovements Project consists of a new wash station at the Waste Water Treatment Plant (Location 1), and improvements at the Hillside Drinking Water Reservoir (Location 2). t99e!!9I{:ThenewwashStationattheWasteWaterTreatmentPlantwillbeusedtocleanthe cityt *"t"r and wastewater vacuum trucks/street sweepers. The new wash station will provide a safe and dedicated location to properly dispose of both liquid and solid wastes in compliance with the National Pollutant Discharge Elimination System (NPDES) permit' Location 2: The Hillside Drinking Water Storage Reservoir, located at 2832 Hillside Drive, was O,,itt in tgtg. Though the reservoir is in working condition, it is in need of repairs. The outdated existing pump station control house is on top of the reservoir, and the concrete reservoir is "or"r"d with soil. The project will construct a new pump station control house and remove the Soil. The next phase of the project will be to assess the condition of the reservoir roof and seal any cracks with a coating to extend its useful life. Additional improvements, added to the project as bid alternates, include a new concrete generator pad at the Donnelly Pump station located at 2817 Rivera Drive (Bid Alternate A), and iew retaining walls for the Skyview Reservoir located at 1321 Skyview Drive (Bid Alternate B). These improvements are necessary to extend the useful life of existing facilities. May 16, 2016 The project, which was advertised for construction bids on April 1,2016, included the base bid and two bid alternates. The poect bids were opened on April 20, 2016; a total of four bids were received, with base bids ranging from $657,495 to $924,339. Minerva Construction, lnc. is the lowest responsible bidder with its base bid amount of $657,495, which is approximately 4.3% lower than the engineer's estimate of $686,853. The contractor also submitted bid alternates for Bid Alternates A and B in the amount of $26,500 and $149,490, respectively. Staff recommends that the City Council award the base bid and Bid Alternate A to take advantage of the favorable bid prices. Staff has reviewed Minerva Construction, lnc.'s proposal and finds that the contractor has mel all the project requirements and has a past history of performing similar work successfully for other agencies. As a result, staff recommends that the City Council award the pqect to Minerva Construction, lnc., in the amount of $683,995 and authorize the City Manager to execute the construction contract. FISCAL IM PACT Esti d Prorect ExDe itures The following are the estimated project construction expenditures: . Construction o Construction Contingency (15%) o ConstructionManagement . Engineering Administration and Testing $683,995 $102,600 $125,729 $137,676 Tota I Ec!@_Avaj!cEillly: $1,050,000 There are adequate funds available in the Water and Sewer Capital lmprovement Program to complete the project as follows: o Miscellaneous Reservoir and Pump Station lmprovements Project (326-84200) . Wash Station lmprovements Project (327 -84220) . Transfer of Remaining Fund Balance (326-83500) o New Funding inFY 2016-17 Budget (326-84200) $690,000 $60,000 $200,000 $100,000 Total $1,050,000 2 Miscellaneous Reseruoir and Pump Stalion lmprovements, City Project No- 81200 DISCUSSION The project construction is scheduled to begin in June 2016 and will be completed by November 20'16. Staff will conduct public outreach to residents adjacent to each construction site and will coordinate with the contractor to minimize construction impacts and inconveniences. Miscellaneous Reseruoir and Pump Stalion lmprovements, City Project No- 81200 Exhibits: o Resolution . Bid Summary o Construction Contract Agreement . Project Location Map May 16, 2016 3 CITY PROJECT NO. 84200 WHEREAS, on April 1, 2016, the City issued a notice inviting bid proposals for the MISCELLANEOUS RESERVOIR AND PUMP STATION IMPROVEMENTS PROECT, CITY PROJECT NO. 84200; and WHEREAS, on April 20, 2016, all proposals were received and opened before the City Clerk and representatives of the Public Works Department; and WHEREAS, MINERVA CONSTRUCTION, lNC., submitted a bid for Bid Alternate A in the amount of $26,500. NOW, THEREFORE, be it RESOLVEO, and it is hereby ORDERED, that the Plans and Specifications, including all addenda, are approved and adopted; and BE lT FURTHER RESOLVED that the bid of MINERVA CONSTRUCTION, lNC. including Base Bid and Bid Alternate A, for said project in the amount of $683,995, and the same hereby is accepted; and BE lT FURTHER RESOLVED that a contract be entered into between the successful bidder referred to above and the City of Burlingame for the performance of said work, and that the City Manager be, and hereby is, authorized for and on behalf of the City of Burlingame to execute said contract and to approve the faithful performance bond and the labor materials bond required to be furnished by the contractor. l, MEAGHAN HASSEL-SHEARER, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 16rH day of Mav, 2016, and was adopted thereafter by the following vote: City Clerk RESOLUTION NO._ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AWARDING A CONSTRUCTION CONTRACT TO MINERVA CONSTRUCTION, INC., FOR THE MISCELLANEOUS RESERVOIR AND PUMP STATION IMPROVEMENTS PROJECT, AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONSTRUCTION CONTRACT WHEREAS, MINERVA CONSTRUCTION, lNC., submitted the lowest responsible Base Bid for the job in the amount of $657,495; and Mayor AYES: NOES: ABSENT: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: ! E 6- o. 6. o- 6-1 o--- q 1 a e €-@ q : ae- Ne N N6 Erooq6!'lon6 ri6^;or! 8o4o1oln-oqqq ol6 oj-tFt{tL rio o @ -l l-l I I I l:l - E I SlSlBlRlglR 8 3l813l3 3 R 3 3r€t tlFt6t lN tNl@arNNN.l lllll ll-- l !l ? E p II R3;888t33.jdae.id.tctdE E -<t@_d<Jad.,i{-:dd I813lsl318l:lPl318 8: -dE lll {i-ai- | I I l9 - E a 8 :39838888 ,j d d.i -_.t Ai i .i .j ?n'888R88R83388 d.iariddddt.o_ F:d o'6.6.rreo.6o. a! = ! E ui r; -..t N o dt.i 6 d..t - d . ; :_ EE6-o.F:6Nqo-o.q6-c.\qqq6q6q: o6o l -L t-16 6 o-t ! ! ! E I I E. oro-o-r6o-o-qa e oul6eo-Ndv-o-6o- d.id d d E 6aatEs q! tp->E.;.ts,1_!_! - I * 5 B ' - @ S S 6 6 e : : e : oo>t> EJroooE g;{iPi-l-;et* - i= it4!.EzrBo 9 U i E z E,,Y5?::lai E ? :H E ffi .9 6 :E B5 -9E!P 6E ,9 : 3 -.t E .e 6 r, 96; P, 2i leil ;, ! =^ gEE .,s .F i1iE Eci .9fe: r E itr rtig-iEi gigiiS t$=i "-i;.i Ei!:;;t:EiilrE EiE;_iti:E iEi * !: es E 8S 9: X e i e E i Si j ; i : s; t;; 9; E ! g iii :'-eiE ; [: !! E "! 5 i ;';"i E F g s : E gi E E ? 3 I S,I,E s'E i E rrL<<r@<E ppB--F--F 616 6i> > > ElEl< <," E dJ:r J.O O O.rio Eld:i /) J -l-l-lElilnlElSl-l- - S a 3 i -9 .9 e6 o : :s,^E8 > r3>-;>dto e6*: :E E 3 5 I "t"l --t-1.1-t-l-- o E:I 8 II8838Ia8 8 E 8 I e 8 I 3I a EE aEI ! = ! ! ! 3 ,= 6 E I : t! T ! 5 I I E I E p i .9 € E E E E tI 5 3 E ,g E E I E E -q i i ! E E s,-E8 ET$.F aa*: eE 4 a 5 : ?qo-N No EEE 883P8488838833E .iF d.t da .i.ioio_ r .i rt o_ oo-6-€N.i ci .i .,i -1- -l -l -l AGREEMENT FOR PUBLIC IMPROVEMENT MISCELLANEOUS RESERVOIR AND PUMP STATION MAIN IMPROVEMENTS NOW, THEREFORE, lT lS AGREED by the parties hereto as follows: 1. Scope of work. Contractor shall perform the work described in those Contract Documents entitled: MISCELLANEOUS RESERVOIR AN PUMP STATION IMPROVEMENTS CITY PROJECT NO. 84200 AGREEIV1ENT - 1 CITY PROJECT NO.842OO THIS AGREEMENT, made in duplicate and entered into in the City of Burlingame,CountyofSanMateo,StateofCaliforniaon-,20,t6' by and between the CITY OF BURLINGAME, a Municipal Corporation, hereinafter called "City", and Minerva Construction. lnc., a California Corporation hereinafter called "Contractor," WITNESSETH: WHEREAS, City has taken appropriate proceedings to authorize construction of the public work and improvements herein provided for and to authorize execution of this Contract; and WHEREAS, pursuant to State law and City requirements, a notice was duly published for bids for the contract for the improvement hereinafter described; and WHEREAS, on Mav 16. 2016, after notice duly given, the City Council of Burlingame awarded the contract for the construction of the improvements hereinafter described to Contractor, which the Council found to be the lowest responsive, responsible bidder for these improvements; and WHEREAS, City and Contractor desire to enter into this Agreement for the construction of said improvements, 2. The Contract Documents. The complete contract between City and Contractor consists of the following documents: this Agreement; Notice lnviting Sealed Bids, attached hereto as Exhibit B; the accepted Bid Proposal, attached hereto as Exhibit C; the provisions contained in the contract book titled 'Miscellaneous Reservoir and Pumo Station lmorovements, City Project No. 84200" attached as Exhibit A; the complete General Provisions and Special Provisions set forth in the State of California Standard Specifications for Construction of Local Sheets and Roads, July 2006 edition, as promulgated by the California Department of Transportation; prevailing wage rates of the State of California applicable to this project by State law; and all bonds; which are collectively hereinafter referred to as the Contract Documents. All rights and obligations of City and Contractor are fully set forth and described in the Contract Documents, which are hereby incorporated as if fully set forth herein. All of the above described documents are intended to cooperate so that any work called for in one, and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents. 3. Contract Price. The City shall pay, and the Contractor shall accept, in full, payment of the work above agreed to be done, the sum of six hundred eiohtv-three thousand nine hundred ninety-five dollars ($683.995.00), called the "Contract Price". This price is determined by the lump sum and unit prices contained in Contractor's Bid. ln the event authorized work is performed or materials fumished in addition to those set forth in Contractor's Bid and the Specifications, such work and materials will be paid for at the unit prices therein contained. Said amount shall be paid in progress payments as provided in the Contract Documents. 4. Termination At any time and with or without cause, the City may suspend the work or any portion ofthe work for a period of not more than 90 consecutive calendar days by notice in writing to Contractor that will fix the date on which work will be resumed. Contractor will be granted an adjustment to the Contract Price or an extension of the Time for Completion, or both, directly attributable to any such suspension if Contractor makes a claim therefor was provided in the Contract Documents. The occurrence of any one or more of the following events will justify termination of the contract by the City for cause: (1) Contractor's persistent failure to perform the work in accordance with the Contract Documents; (2) Contractor's disregard of Laws or Regulations of any public body having jurisdiction; (3) Contractor's disregard of the AGREEMENT - 2 authority of the Engineer; or (4) Contractois violation in any substantial way of any provision of the Contract Documents. ln the case of any one or more of these events, the City, after giving Contractor and Contractor's sureties seven calendar days written notice of the intent to terminate Contractor's services, may initiate termination procedures under the provisions of the Performance Bond. Such termination will not affect any rights or remedies of City against Contractor then existing or that accrue thereafter. Any retention or payment of moneys due Contractor will not release Contractor from liability. Contractor's services will not be terminated if Contractor begins, within seven calendar days of receipt of such notice of intent to terminate, to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 calendar days of such notice. Upon seven calendar days written notice to Contractor, City may, without cause and without prejudice to any other right or remedy of City, terminate the Contract for City's convenience. ln such case, Contractor will be paid for ('l) work satisfactodly completed prior the effective date of such termination, (2) furnishing of labor, equipment, and materials in accordance with the Contract Documents in connection with uncompleted work, (3) reasonable expenses directly attributable to termination, and (4) fair and reasonable compensation for associated overhead and profit. No payment will be made on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. 5. Provisions Cumulative. The provisions of this Agreement are cumulative and in addition to and not in limitation of any other rights or remedies available to the City. 6. Notices. All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Notices required to be given to the City shall be addressed as follows: Kevin Okada, P.E., Senior Civil Engineer CITY OF BURLINGAME 501 Primrose Road Burlingame, California 9401 0 AGREEMENT - 3 Notices required to be given to Contractor shall be addressed as follows: Noel Kearny, President Minerva Construction, lnc. 1485 Bayshore Blvd, Suite 32022 San Francisco, CA 94124 7. lntemretation As used herein, any gender includes the other gender and the singular includes the plural and vice versa. 8. Waiver or Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the City and the Contractor. One or more waivers of any term, condition, or other provision of this Agreement by either party shall not be construed as a waiver of a subsequent breach of the same or any other provision. 9. Controllinq Law. This Agreement is to be govemed by and interpreted in accordance with the laws of the State of Califomia. 10. Successors and Assiqnees This Agreement is to be binding on the heirs, successors, and assigns of the parties hereto but may not be assigned by either party without first obtaining the wriften consent of the other party. 1 1 . Severabilitv. lf any term or provision of this Agreement is deemed invalid, void, or unenforceable by any court of lawful jurisdiction, the remaining terms and provisions of the Agreement shall not be affected thereby and shall remain in full force and effect. AGREEIVIENT - 4 lN WTNESS WHEREOF, two identical counterparts of this Agreement, consisting of five pages, including this page, each of which counterparts shall for all purposes be deemed an original of this Agreement, have been duly executed by the parties hereinabove named on the day and year first hereinabove written. CITY OF BURLINGAME, a Municipal Corporation "CONTRACTOR' BV Print Name: Minerva Construction, lnc. Approved as to form: Kathleen Kane, City Attorney ATTEST: Meaghan Hassel-Shearer, City Clerk BV AGREEMENT.5 Lisa K. Goldman, City Manager MAYOR: CITY COUNCIL: EXHIBIT A DEPARTMENT OF PIJBLIC WORKS CITY OF BURLINGAME COI.NTY OF SAN MATEO, CALIFORNIA N E PROPOSAL AND CONTRACT GENERAL CONDITIONS SUPPLEMENTARY GENERAL CONDITIONS TECHNICAL S IFICATIONS FOR MISCELLANEOUS RESERVOIR AND PUMP STATION IMPROVEMENTS CITY PROJECT NO.84200 FOR USE IN CONNECTION WITH STANDARD SPECIFICATIONS DATED 2006 AND STANDARD PLANS DATED 2006 OF THE CALIFORMA DEPARTMENT OF TRANSPORTATION AND CITY OF BURLINGAME STANDARD PLANS ANN KEIGHRAN, MAYOR zuCARDO ORTIZ, VICE MAYOR MICHAEL BROWNRIGG EMILY BEACH DONNA COLSON KEVIN OKADA, P,E. SR. CIVIL ENGINEER RCE # 65014 EXPIRES: 06130/17 BIDS wlLL BE OPENED AT 2:00 P.M. ON APRIL 20,2016 IN CONFERENCE ROOM "B'OF THE BURLINGAME CITY HALL ii fEss s. <9 0F C TIME FOR COMPLETION: 120 WORKING DAYS EXHIBIT B BURLINGAME The City of Burlingame PUBLIC WORKS DEPARTMENT (650) 558-7230 CITY HALL.50I PRIMROSE ROAD B(IRLINCAME. CALIFORNIA 9,l0 1G3997 CORPORATION YARD (6s0) 558-7670 NOTIC E INVITING SEALED BIDS Sealed proposals wi[[ be received at the office of the City Clerk, City Hall, 501 Primrose Road, Burlingame, califomia, untit 2:00 P.M., on April 20'h, 2016 and will, at 2:00 P.M. on that date, be publicly opened and read at the City Hall, in Conference Room "B" for: IVIISCELLANEOUS RESERVOIR AND PUMP STATION IMPROVEMENTS' CITY PROJECT NO' 84200, within the City of Burlingame, San Mateo County, California. plans and Specifications covering the work may be obtained by prospective bidders with a non-refundable deposit of $80.00 or $95.00 if conrract documents are mailed (USPS only) by cash or check, at the office of the Citv En . 501 Primrose Road- 2d Floor.Burlinsame- CA 940t 0 , (650)ss8-7230. The work shall consist of installing a new Pump Station Control House with associated electrical equipment and site improvements - rernove existing wood retaining wall and install a new concrete retaining wall, provide new asphali concrete pathways, remove ixisting pump control house and construct new Pump control house with concrete block walls on a concrete foundation and relocating, reconnecting and testing all the electrical, control and instrumentation equipment, and traffic control at Hillside Reservoir on 2832 Hillside Drive in the City of Burlingame; and instaliing a city-fumished wash Pad electrolier on a new concrete foundation, underground conduii and wire, light s*1tch and connections to the existing 2771 480V electric service cabinet at the waste Water TreaEnent Plant on I 103 Airport Blvd in the City of Budingame' Bid altemate work A includes fumishing and installing the new concrete generator pad at Donnelly Pump Station at 2817 Rivera Drive in the City of Burlingame. Bid altemate work B includes fumishing and installing a new concrete retaining wall at l32l Skyview Drive in the City of Burlingame. Special Provisions, specifications and Plans, including minimum wage rates to be paid in compliance with Sition 1773.2 of the Catifomia Labor Code and related provisions, may be inspected in the o{Iice of the City Engineer during normal working hours at city Hall, 501 Primrose Road, Burlingame, Califomia. A q4@e@ pre-bid meeting will be held at 2:00 P.M. on April 13s, 2016, at Hillside Reservoir located, 2832 Hillside Drive, Burlingame- The Conractor shall possess a Class A license pg!91 to submitting a bid. All work specified in this project shall be completed within 120 working days from date of the Notice to Proceed' Kevin Okada, P.E. Senior Civil Engineer DATE OF POSTING: APzuL 1'..20I6 TIME OF COMPLETION FOR BASE BID 120 wo RK]NG DAYS NOTTCE - 1 EXHIBIT C MISCELLANEOUS RESERVOIR AND PUMP STATION IMPROVEMENTS CITY PROJECT NO.842OO 20u TO THE CITY OF BURLINGAME, CALIFORNIA: Pursuant to the foregoing Notice to Contractors, the undersigned bidder herewith submits its proposat on the Bid Form, Desigaation of Subcontractors, and Statement of Experience Qualifications, Non-Collusion Declaration, and Statement under Public Contract Code Section 10285.1 attached hereto and made a part hereof, and binds itself on award by the City of Burlingame under this proposal to execute in accordance with such award, a contract, of which this Proposal and the Notice to Confiactors, Instructions to Bidders, General Conditions, Standard Specifications, and Plans and Specifications are hereby made a part of this Proposal and all provisions thereof are hereby accepted. The bidder further agrees that in case of its default in executing the contract, and providing the required bonds and insurance, the cash, check or Biddey's Bond, accompanying its proposal- and thi money payable thereon shall be and remain the Foperty of the City of burlingame, as provided in the Inskuctions to Bidders and the General Conditions. Company name:/ntc. (Corporate Seal) Contractor's license class(es) & number(s) Contractor's te Signature Address Nature of firm (corporation, partnership, etc.) and names of individual members of the firms, or names and titles of officers of on: C:A 7c 7/the Fax No.q/,- tg? 024 q If corporation, organized under the laws of the state of:tAL,aaR^//A Name Tide Name Title Name PROPOSAL Title ,{ tuu, PROPOSAL 4."e', / , ?zz0?3 IVII SCELLANEOUS RESERVOIR AND PUMP STATION IMPROVEMENTS CITY PROJECT NO.842OO BASE BID SHEET LOCATION I - Waste Water Treatment Plant - 1103 Airport Boulevard Item No.Description Est. Qty/Unit Item Totals Mobil ization/Demobilization I l{,ooo 1A Construction Staking I LS lroo6 Sroaa 2 Excavation (Cut)85 CY n5 3A Export (Cut)- Non Hazardous 85 CY +€9,E,2s 3B Export (Cut) - llazardous 25 CY lao 2'f,eo 4 6" AC Driveway 50 TONS 2oo I C:, oe'o 5 9" Concrete Slab 999 SF Zo t7,180 6 6" AB Class 2 CY go 3rzto 7A 12" Concrete Wall 224 6s /?. ozlo 7B 18" concrete Wall 135 +s 8 2'X2'Inlet J q{o 2-t c,go 9 3'X3'Inlet 1 EA 1,2-oa ,l )zo- 8'' PVC SD 51 LF lod 5, tao II l " Water Line 25 LF 160 q,oao 12 Trench Drain LF t{o 4,oro l3 AC Berm 19 LF 24i q7, DIVISTON T6 WORK l4 Electrical Work (Division l6)I LS /o,oov /"o,oot BID SCHEDULE . 1 April 1,20'16 Unit Price I LS /<ro60 3,gz-5 41 SF SF lo, tZ5 EA l0 27 Location 1 Subtotal: BqZIO BASE BID SIIEET (Cont.) LOCATION 2 - Ilillside Reservoir - 2832 Hillside Drive ltem No.Est. Q8tunit Unit Price Item Totals I Mobilization / Demobilization I LS 6re L9",r.,o IA San Mateo County Permit 1 LS 2 , <'oo z,<6b C onstruction Staking I LS 5,o&5 ooo )Excavation (Cut)7t0 25 /z+{o 2A Export (Cut) - Nonhazardous 710 CY 115'3t,qlo 2B Export (Cut) - Hazardous 25 CY loo z{o<) 3 2" AC on 4" AB Class 2 Walkway 360 SF 5 1,80.a 4 Retaining Wall JJ6 SF /({38,4-1o 5 I EA *o,oa 6 Water Valve Adjustrnent EA 3oo 304 7 Erosion Control Measures I LS /o.o4o /or@ 8 3" AC over 6" AB Driveway Replacement 420 SF 2rloo 9 Demolition: Retaining wall, driveway, sidewalk, concrete slab, pump control house, tree stump removal I LS furooo %,ooo 10 Remove chain link Fence 78 LF /o Vco il Install chain link Fence 78 LF 14q 3)lto 12 Install cable railing 53 LF /o6 f, ?oo 13 Cobble Rock Energy Dissipater (CED)5 EA +fo 14 5 6<3z-5 15 Gtassy Srvale 120 LF zAo BID SCHEDULE . 2 April 1,2016 Description 1B CY Pump Control House 5e/eo I q 4 7<'6 Weep hole EA l6 Reservoir Opening Closure 1 LS /S:Egt t7 Removable Metal Barrier Posls 2 EA / boq l8 Copper Instrument Piping {o €,a<> Division 16 Work Electrical Service Cabinet with ATS Switch and Soft Starter 1 LS f oor oo-o lo- / @<26 20 Electrical Work (Division 16)1 LS lt3,too I t3,go- Division 17 Work 2l Instrumentation and Control (Division 17)I LS /,,oro-oo /o,,--o-o Location 2 Subtotal: $ tZ r+45 Total Base Bid The successful lowest responsible bidder wilt be determined on the besis ofthe lowest Total Base Bid amount (Locations I and 2) CONTRACTOR'S LICENSE NO.$+Ws pwrRArroNDArE CONTRACTOR'S ADDRESS /aE{ A't, " ,,rtil1tZ, ,{", {rnatc*<a G ?q/Z/ we' V66 ?/7// DATE: BID SCHEDULE - 3 April 1,2016 )fec; 7r6& 100 LF l9 # Lttg , q1S CONTRACTOR'S TELEPHONE NO. MISCELLANEOUS RESERVOIR AND PUMP STATION IMPROVEMENTS CITY PROJECT NO. E42OO ALTERNATE BID SHEETS BID ALTERNATE A - Donnelly Pump Station - 2El7 Rivera Drive Item No.Description Est. QtyiUnit Unit Price Item Totals I Mobilization/Demobilization 1 4foo ?, (-oc' 1A Construction Staking 1 LS ?,@ 2ro@ 2 Concrete Generator Pad I LS ZEroeo Zel oo@ Bid Alternate A Subtotal: ./.L,Aoe BID SCHEDULE . 4 April 1,2016 LS Item No.Description Est. Qtyfunit Unit Price Item Totals I Mobilization /Demobilization I LS Z{,@ z<,@ IA Construction Staking I looo )Excavation (Cut)42 CY ?r3@ 2A Export (Cut) - Nonhazardous 42 +4'l,*10 Embankment (Fill)I loo /oo 4 Remove 4' High Wood Retaining Wall 780 SF /o Z*eo 5 4' High Retaining Wall 780 Jo fu,2-e,o 6 Weep holes 8 EA 5o qoo 7 Traffic Control I LS q,oae //.*- 4" Concrete sidewalk 880 SF l€13, zoo 9 Allan Block Wall 260 25 b,t* 10 Remove Curb and Gutter 176 LF l6'Z,6t-ro 11 Curb and Gutter 176 LF q4 12 Sawcut t76 LF 5 6€o l3 Asphalt Concrete I Ton ,rFO 3,€oo Bid Alternate B Subtotal: lq1 ,?q o ALTERNATE BID SHEET (Cont.) BID SCHEDULE - 5 April l, 2016 BID ALTERNATE B - Skyview Reservoir - 1321 Slryview Drive LS lee@ e<) CY J CY SF 8 SF +qzo I Total Alternate Bid (A and B)G City has the option to add none, one, or two ofthe alternates to the base bid for awarding. CONTRACTOR'SLICENSENO. 71706 E)OIRATIONDATE CONTRACTOR'S ADDRESS 110 /.*rilo7 r o CONTRACTOR'S TELEPHONE NO.4r{ V6p,?1/4t/ DATE: BID SCHEOULE . 6 April 1,2016 fi/z/rt, DESIGNATION OF SUBCONTRACTORS (Public Contract Code Sections 4100 and following) TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID PROPOSAL MISCELLANEOUS RESERVOIR AND PTJMP STATION IMPROVEMENTS CITY PROJECT NO.842OO As a bidder on the above-entitled project the undersigned hereby designates the subcontractors that will perform work or labor or render services to the Contractor in or about the construction of the project in an amount in excess of one-half (l/2) of one percent (l%) of the Contractor's total bid or $ I 0,000 whichever is greater. The undersigned understands and agrees that should it fail to speci$ a subcontractor for any portion of the work as above stated, it agrees that the undersigrred is fully qualified to perform that portion ofthe work itself, and that it shall perform that portion itself. Penalties for failure to comply with this provision are provided in the Subletting and Subcontracting Fair Practices Act commencing with Section 4100 of the Public Contract Code. The undersigned a$ees that it shall no! wilhout written consent of the City Council, make any substitution, assignment or sublet to or of the following list of subcontractors which is made a part of this proposal and then only after compliance with the provisions of the Subletting and Subcontracting Fair Practices Act. [ATIACH ADDITIONAL PAGES IF NECESSARYI NAME OF BIDDER: t .l( NAMEOF SUBCONTRACTOR ADDRESS OF SUBCONTRACTOR WORKTO BE DONE BY SUBCONTRACTOR &-ocear-Afrzuztst 1* 4{7/ €l4€E&/5€ l/, /Zen,anr A ?+538 €z €crat cz'e (/a ;a'rac1 HVFCC,o^.//.ott (PnrU,ac) ffiae*sL 'e+x,{..&. 5ii6'ggc</r44##fu{*atasco A tr?+4 J€F4Ca /p/trilCr (^*r, cA /ar,"f,uf. MCR ufttai ^Re Cfi RcB*?- Signature: SUBCONTRACTORS ATEMENT OF EXPERI TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID PROPOSAL MISCELLANEOUS RESERVOIR AND PUMP STATION IMPROVEMENTS CITY PROJECT NO. E42OO The following statements as to experience qualifications of the bidder are submitted in conjunction with the Proposal, as a part thereof, and the truthfulness and accuracy of the information is guaranteed by the Bidder. The bidder has been engaged in the contracting business, under the present business name, for at least 4 years. Experience in work of a nature similar to that covered in the proposal extends over'a period of 5 years. The bidder, as a contractor, has never failed !o satisfactorily complete a contract awarded to it, except as follows: The following contracts have been satisfactorily completed in the last three years for the persons, firm or authority indicated, and to whom reference is made: (include at least 2 projects each in excess of$500,000 or 4 projects each in excess of$100,000). p .a YEAR TYPE OF WORK CONTRACT AMOTJNT LOCATION 'bt5'a6r-.o/ ?t?gLr.rGs ?U..^PS $ t,oY3,oe,c C t+.rDLi 177 Ct<'Srr'., €z.A^J arj /o AcStov* 6afeS /.n of- Sr,o, Fm**s<p 7o, f Apc re(G UtauS ljtitlw sta^d$*,*422,.,,",6 .sFo tAfl fca.\cas6 Gauaor.tr*- L lwk SFa zot Ll 1)6-a r (,ut1 Lt11 6 J t{s. ',oa CAP he' No 9>'.- €p^,'c.;t.- |to'teru ll)l.lr.;<"-+-; et*',-4 7oft (rllclzole I zcq oa ,/r6r?*d k fa...F/eo,,.rt-.* c-q 'R-^tt CtPst:4t'4 STATEMENT OF QUALIFICATIONS FORWHOM PERFORMED The following is a list ofplant and equipment owned by the bidder, which is definitely available for use on the proposed work as required: NAME OF BIDDER:l,/C Signature: QUANTITY NAME, TYPE, CAPACITY CONDITION LOCATION &r 4"etr B,n-.,"-e Gouo 5n., fsoNcsG I {ue f-az*--u4r (t<r-o $6,. /rtor',cX(g, /J€GiL 44aLo G.t-rP 9,,,J fno^.^. (Gcno*.q-or.g'G<roD 9a-1 fpn'taru ((o--gr"ftsoAC Gc*ro s* h*.r,vn STATEMENT OF AUALIFICATIONS I NON.COLLUSIO N DECLARATION PUBLIC CONTRACT CODE SECTION 7106 TO BE EXECUTED BY BIDDER AND STJBMITTED WITH BID PROPOSAT MISCELLANEOUS RESERVOIR AND PUMP STATION IMPROVEMENTS CITY PROJECT NO. E42OO I, (sole owner, parher, pre etc.) of frqexecuted on the date shown below at Dated: (City, State) NAME OF BIDDER: NON.COLLUSION OECLARATION . 1 , declare under penalty ofperjury that I am the Pt-<nv-sr the party making the foregoing bid; that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnerchip, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communicatioq or confercnce wilh anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract or anyone interested in the proposed contract; that all statemenls contained in the bid are true; and, fi.rther, that the bidder has no! directly, or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or diwlged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company' association, organiza- tion, bid depository, or to any member ot agent thereofto effectuate a collusive or sham bid. I declare under penalty of perjury that the foregoing is true and correct and this was r/ra,a"-/l:@,rr7"z/.x/7a"/-fur. Signature PUBLIC CONTRACT CODE SECTION 10285.1 STATEMENT TO BE EXECUTED BY BIDDER AND SUBMIT'TED WITH BID MISCELLANEOUS RESERVOIR AhID PUMP STATION IMPROYEMENTS CITY PROJECT NO. 84200 ln accordance with Public Contract Code Section 10285.1 (Chapter 376, Stats. 1985), the bidder hereby declares trnder penalty of pedury under the laws of the State of Califomia that the bidder has---------------- has not__!l_ been convicted within the preceding tlree years of any offenses referred to in that sectioq including any charge of fraud, bribery, collusion, conspiracy, or any other act in violation of any slate or federal antitrust law in connection with the bidding upon, award of, or performance of any public works contract, as defined in Public Contract Code Section 1101, with any public entity, as defined in Public Contract Code Section I 100, including the Regents of the University of Califomia or the Trustees of the Califomia State University. The term "bidder" is understood to include any paftaer, member, officer, director, responsible managing officer, or responsible managing employee thereof, as referred to in Section 10285.1. INOTE: THE BIDDER MUST PLACE A CIIECK MARK AFTER NOT'' IN ONE OF THE BLANK SPACES PROVIDED.I The above Statement is part of the Proposal. Bidders are wamed that making a false certification may subject the certifier to criminal prosecution. I declare under penalty ofperjury that the foregoing is true and conect and this was executed on the date shown below at (City, State) NAME OF BIDDER: Signature /o. PUBLIC CONTRACT CODE. 1 Dated: PTJBLIC CONTRACT CODE SECTION T0162 OUESTIONNAIRE TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID PROPOSAL In accordance with Public Contract Code Section 10162, the Bidder shall complete, under penalty of perjury, the following questionnaire: Has the bidder, any officer of the bidder, or any employee of the bidder who has a proprietary interest in the bidder, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local goverrmeot project because of a violation of law or a safety regulation? No Yes If the answer is yes, explain the circumstances in the following space: I declare under penalty of perjury that the foregoing is true and correct and this was executed on the date shown below at a (City, State) NAME OF BIDDER: Signature Dated PUBLIC CONTRACT CODE QUESTIONNAIRE- 'I D s L FV 11tH xvo z \' 6e0 LL' "60 v\$( ara- tc cc co (/)a e; ;s zIF F =Et!<.ff 2ezF- 8F zo F ooJ o zIF ooJ e o>*X )t,r;iadari U?; IN Fz d Fz LIJ F L!Oe> PE<o =sP< =: zo F ooJ c{zoF ooJ o co Eo o CL EelL6< iEa-6F6 O-= -c@E= .<dgR.66f .= oFo'=(J> truJ6L?o9Owtt o Joocs6(.) ,9 = oc sic -,,J+ 1 \t ts t 2 (o e I E 8 6 ,l l '..1"l a' STAFF REPORT AGENOANO: 8d Date: May'16,2016 From: Meaghan Hassel-Shearer, City Clerk - (650) 558-7203 Subject: Adoption of a Resolution Authorizing the City Manager to Renew the Service Agreement with Granicus, lnc. for Agenda Management and Video Streaming Services RECOMMENDATION Staff recommends that the City Council adopt the attached resolution authorizing the City Manager to renew the service agreement with Granicus, lnc. for agenda management and video streaming services. ln 2008, the City entered into a service agreement with Granicus, lnc. to provide video streaming services for City Council and Planning Commission meetings. The video streaming service allows the City to provide residents with searchable access to all recorded meetings, making local government more accessible and transparent. ln 20.13, the city renewed and expanded its service agreement with Granicus, lnc. to include agenda management and distribution services. The agenda management service streamlines the meeting agenda and packet creation process, saving staff time, paper and copying costs while ensuring timely production and distribution of the packet materials. The 2013 agreement with Granicus, lnc. had an annual cost of $22,860. The proposed three-year service agreement will allow the City to continue providing residents with searchable video feeds of City Council and Planning Commission meetings and streamlining the agenda process. The contract states that Granicus, lnc. will continue to provide the City with the following products: 1. Media Manager - the browser based Granicus, lnc. hosted site used to schedule and manage events/meetings and the media associated with those events/meetings. 1 iTEETING DATE: May 16,2016 To: Honorable Mayor and City Council BACKGROUND DISCUSSION Granicus Agrcemenl May 16,2016 2. Government Transparency - unlimited live webcasting with closed captioning support, unlimited cloud storage of archives, public portal to view videos, agendas, and minutes with advanced search feature. 3. Legistar - agenda item drafting, electronic approval process, agenda packet generation and publication, organize, store and retrieve documents, continuous legislative workflow, track and search legislative data. Staff recommends renewing the existing agreement with Granicus, lnc. to provide agenda management and video streaming services to the City at an annual cost of $22,860. lf approved, the contract will be effective through May 17 ,2019. FISCAL IMPACT The fiscal impact of the three-year agreement with Granicus, lnc. is $68,580, with an annual cost of $22,860. Funds for the annual cost of the service agreement have been included in the City Clerk's proposed FY 2016-2017 budget using monies from the General Fund. Exhibits: r Resolution . Agreement 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AUTHORIZING THE CITY MANAGER TO RENEW THE SERVICE AGREEMENT WITH GRANICUS, INC. FOR AGENDA MANAGEMENT AND VIDEO STREAMING SERVICES WHEREAS, in 2008, the City Council approved an agreement with Granicus, lnc. for video streaming and distribution of live and archived video and audio content which provides residents with searchable access to all electronically recorded City Council and Planning Commission meetings; and WHEREAS, in 2013, the City Council renewed and expanded its agreement with Granicus to provide agenda management and distribution services, which streamlined the meeting agenda and packet creation process, saved staff time, paper and copying costs while ensuring timely production and distribution of the packet materials; and WHEREAS, City staff, having benefited greatly from the services provided by Granicus, lnc., desire to renew the agreement with Granicus, lnc. for an additional three years; and WHEREAS, the service agreement shall be effective through May 17,2019; and WHEREAS, the annual cost of the service agreement is $22,860 with a total cost of $68,580. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME DOES RESOLVE AS FOLLOWS: The City Manager is hereby authorized to execute a service agreement with Granicus, lnc., which provides for a cost of $68,580 for agenda management and video streaming services. Mayor l, MEAGHAN HASSEL-SHEARER, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 16th day of Mav, 2016, and was adopted thereafter by the following vote: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: City Clerk AYES: NOES: ABSENT: GRANICUS, INC. SERVICE AGREEMENT THIS SERVICE AGREEMENT (the "Agreernent"), dated as of May 12, 2016 (the "Effective Date'), is entered into between Granicus, Inc. ("Granicus"), a Califomia Corporation, and a (the'Client'). Additional definitions ofcapitalized terms used herein are set forth in Section l2 hereof, A. WHEREAS, Granicus is in the business of developing, licensing, and offerhg for sale various streaming media solutions specializing in lntemet broadcasti"g, and related support services; and B. WHEREAS, Granicus desires to provide and Client desires to continue with Client's existing solution as described in the Current Solution document, which is attached as Exhibit A, and incorporated herein by reference, (iii) engage Granicus to integrate its Granicus Software onto the Client Website, (iii) use the Granicus Software subject to the terms and conditions set forth in this Agreement, and (iv) contract with Granicus to administer the Granicus Solution through the Managed Services set forth in Efibit A. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants, representations, and warranties herein contained, the parties hereto aglee as follows: I. GRANICUS SOF"IW ARE AND MANAGED SERVICES l.l Software Services.Subject to the terms and conditions of this Agreement, Granicus will provide Client with the Granicus Software, and Managed Services that comprise the Granicus Solution as outlined in Exhibit A. Managed Services shall mean the services provided by Granicus to Client as detailed in Exhibit A. Managed Services Fee shall mean the monthly cost of the Managed Services, as detailed in Exhibit A. 2 GRANT OF LICENSE 2.1 Ownershio. Granicus, and./or its thtd party supplier, owns the copyright an&or certain proprietary information protectable by law in the Granicus Software. 2-2 U!9. Granicus agrees to provide Client with a revocable, non-transferable and non- exclusive license to access the Granicus Software listed in the Proposal and a revocable, non- sublicensable, non-transferable and non-exclusive right to use the Granicus Software. All Granicus Software is proprietary to Granicus and protected by intellectual property laws and international intellectual troperty treaties. Pursuant to this Agreement, Cliealt may use the Granicus Software to perform its own work, including Client's work with its customers/constituents. Cancellation ofthe Client's Managed Services will also result in the imrnediate termination of the Client's Software license as described in Section 2.2 hereof. 2.3 Limited arrantv: Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will substantially perform in accordance with the functionality and features as described in the Proposal for as long is the Client pays for and receives Managed Services. Client's sole and exclusive GRANtcus, INC. SERVICE AcREEMENT Version 6l remedy for any breach by Granicus of this warranty is to notifu Granicw, with sufficient detail of the nonconformance, and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus Software. Client agrees to comply with Granicus' reasonable instructions with respect to the alleged defective Granicus Software. 2.4 Limitations. Except for the licerse in Section 2.2, Granicus retains all ownership and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not assist or permit a third party, to: (a) utitze the Granicus Software in the capacity of a service bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive source code from the Granicus Software; (c) provide, disclose, or otherwise make available the Granicus Software, or copies thereof, to any thid party; or (d) share, loan, or otherwise allow another Meeting Body, in or outside its jurisdictior! to use the Granicus Software, or copies thereof, except as expressly outlined in the Proposal. 3. PAYMENTOIJEES 3.1 Exhibit A. Client agrees to pay all fees, costs and other amounts as outlined in the Proposal in 3.2 Fifty percent (50%) of all up-front fees for all products are due upon Granicus' receipt of an executed agreement or purchase order, as appropriate. The remaining fifty percant (50%) of up-froat fees for each product are due upon delivery ofthe respective product. 3.3 Annual billing for Managed Services for associated products shall begin upon completion of delivery as defined under Section 3.4 below. Client shall be invoiced for a twelve (12) month period commencing upon delivery of the configured product(s). Thereafter, Client will be billed annually in advance. Client agrees to pay all invoices from Granicus within thirty (30) days of receipt of invoice. Client acknowledges that products may be delivered and fully operational separate from the other purchased products. 3.4 For Granicus Hardware, delivery is complete once the Client receives Hardware components with the configured Granicus Software. For Granicus Software, delivery is complete once the Software is installed, confrgured, tested and deemed by Granicus to be ready for Client's use, irrespective ofany training services provided to Client by Granicus. Upon Granicus Hardware and./or Software delivery, Client will have fifteen (15) days to notiry Granicus of any issues or problems. If Client notifies Granicus within such fifteen (15) day period of issues or problems, Granicus will promptly work to fix those issues or problems. 3.5 Granicus, Lrc. shall send all invoices to: 3.6 Upon each yearly anniversary of Granicus Hardware and Software delivery as defined under Section 3.4 above during the term ofthis Agreement (including both the initial term and all renewal terms), the Granicus Managed Service Fees shall automatically increase fiom the previous Managed Service Fees by five (5) percent per affium. CRANICUS. INC. SERVICE AOREEMENT Version 6 Name: Title: Address: Email: 3.7 Trainine Usase Policies. Granicus has established best practice training plans around success with Granicus services, and Clients are encouraged to take advantage of all purchased training up-front in order to achieve the maximum amount of success with their services. All purchased training must be completed within ninety (90) days of the date of the project kickoff call. Any purchased training not used during this ninety (90) day period will expire. If Client feels that it is necessary to obtain more training after the initial ninety (90) day period, Client may purchase additional training at that time. 3.8 Trainins Cancellation Policies. Granicus'policies on Client cancellation of scheduled trainings are as follows: (a) Onsite Trainine. For any cancellations within forty-eight (a8) hours of the scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one hun<lred (100) percent of the purchased training costs and all travel expenses, including any incurred thfud pafty cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. (b) Online Trainine. For any cancellations within twenty-four (24) hours of the scheduled online training, Granicus, at its sole discretion, may invoice the Client for fifty (50) percent of the purchased training costs, including any incurred third pafty cancellation fees. subsequent training will need to be purchased and scheduled at the previously quoted Pricing. ROVIDED TO G NICUS4CONTENT P 4.1 Resoonsibilitv for Content. The Client shall have sole control and responsibility over the determination of which data and information shall be included in the Content that is to be transmitted, including, if applicable, the determination of which cameras and microphones shall be operational at any particular time and at any particular location. However, Granicus has the right (but not the obligation) to remove any Content that Granicus believes violates any applicable law or this Agreement. 4.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes any third party's coplTight, patent, trademarh trade secret or other proprietary rights; (ii) violates -y l"*, itatute, ordinance or regulation, including without limitation the laws and regulations goveming export control and e-maivspam; (iii) is defamatory or trade libelous; (iv) is pomographic 6. obscene, -or promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, tkeatening, indecent, vulgar, or otherwise objectionable or constitutes unlawful iontent or activity; (v) contains any viruses, or any other similar software, data, or programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data, information, or property of another. 5.TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark lnformation exhibit attached as Exhibit D. 5.1 Each Party shall retain all right, title and interest in and to their own Trademarks, including any goodwill associated therewith, subject to the limited license granted pursuant to Section i.2 hereof. Upon any temrination of this Agreement, each Party's right to use the other Party's Tradernarks pursuant to this Section 5 terminates. 5.2 Each Party grants to the other a non-exclusive, non-transferable (other than as GRANICUS, INC. SERVICE AGREEMENT Version 6 provided in Section 5 hereof), limited license to use the other Party's Trademarks as is reasonably necessary to perform its obligations under this Agreement, provided that any promotional materials containing the other Party's Trademarks shall be subject to the prior written approval ofsuch other Party, approval ofwhich shall not be unreasonably withheld. 6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services, software and deliverables are provided "as is" and Granicus expressly disclaims any and all express or imptied warranties, including but not limited to implied warranties of merchantability, and fitness for a particular purpose. Granicus does not warrant that access to or use of its software or services will be unintemrpted or error free. In the event of any intemrption, Granicus' sole obligation shall be to use commercially reasonable efforts to restore access. GRANICUS. INC. SERVICE AGREEMENT Version 6 6. LMITATION OF LL{BILITY 6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law, Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental, consequential, or punitive damages, whether foreseeable or not, including but not limited to: those arising out of access to or inability to access the services, software, content, or related technical support; damages or costs relating to the loss of profits or revenues, goodwill, data (including loss of use or of data, loss or inaccuracy or comrption of data), or cost of procurement of substitute goods, services or technology, even if advised of the possibility of such damages and even in the event of the failure of any exclusive remedy. In no evealt will Granicus' and its suppliers' and licensors' liability exceed the total amount of Managed Services Fees paid by Client under this Agreement for the six (6) month period prior to the date the claim arose, regardless ofthe form of the claim (including without limitation, any conlract, product liability, or tort claim (including negligence, statutory or otherwise). 7. CONFIDENTI-AL INFORMATION & OWNERSHIP. 7.1 Confidentiality Oblieations. Each parry agrees to keep confidential and not disclose to any thkd party, and to use only for purposes of performing or as otherwise permitted under this Agreement, any Confidential Information of the other Party. The receiving party shall protect the Confidential Inforrnation using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less than reasonable measures. Each party agees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Confidential Information in conneclion with this Agreement and then only if such Representative is either subject to a written confidentiality agreement or otherwisi subject to fiduciary obligations of confidentiality that cover the confidential treatment of the Confi dential Information. 7.2 Exceptions. The obligations of this Section 7 shall not apply if receiving party can prove by appropriate documentation that such Confidential lnformation (i) was known to the receiving party as sho*, by the receiving party's files at the time of disclosure thereof, (ii) was already inthe public domain at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving party subsequent to the time ofthe disclosure thereof, or (iv) is required by law or govemment order to be disclosed by the receiving party, provided that the reciiving party shall (i) if permitted by applicabte law, notiry the disclosing party in writing of such requireddisclosure as soon as rqlsonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its expense to cause such disclosed Conidential lnformation to be treated by such governmental authority as trade secrets and as confrdential. 4 8. TERM 8.1 The term ofthis Agreement shall commence on the date hereof and shall continue in firll force and effect for thirty-six (36) months after the date hereof. This Agreement may be renewed as agreed upon by both parties. 8.2 Riehts Upon Termination. Upon any expiration or termination of this Agreement, and unless othenvise expressly provided in an exhibit to this Agreement: (a) Client's right to access or use the Granicus Solutioru including Granicus Software, terminates and Granicus has no firther obligation to provide any services; (b) Client shall irnmediately return the Granicus Software and all copies thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a written certification to Granicus certirying that it no longer has custody of any copies ofthe Granicus Software. lient shall refer to Exhibit E for the four (4) termination/expiration options available regarding Content. 8.3 Oblieations Upon Termination. Upon any termination of this Agreement, (a) the parties shall remain responsible for any payments that have become due and owing up to the effective date of termination; (b) the provisions of 2.1,2.4,3,4,5,6.,7,8.2'll, and l2of the Agreement, and applicable provisions of the exhibits intended to survive, shall srrvive termination of this Agreement and continue in full force and effect; (c) pursuant to the termination or expiration options regarding Content as set forth on Exhibit E, Granicus shall allow the Client limited access to the Client's Content, including, but not timited to, atl video rcs61dings, timestamps, indices, and cross- referencid documentation. The Client shall also have the option to order hard copies ofthe Content in the form of compact discs or other equivalent format; and (d) Granicus has the right to delete Content within sixty (60) days of the expiration or termination ofthis Agreement. 9. PATENT . COPYRIGHT AND TRADE SE CRET INFRIN GEMENT. 9.1 Granicus' options. If the Granicus Software becomes, or in Granicus' opinion is likely to become, the sub.lect of an infringement claim, Granicus may, at its option and sole disciAion, (i) obtain for Client the right to continue to use the Granicus Software as provided in this Agreiment; (ii) replace the G.anicus Software with another software product that provides similJ functionality; or (iii) if Granicus determines that neither of the foregoing options are reasonably availabli, Granicus may terminate this Agreement and refund any prepaid fees to Client for which it has not received the services' IO. INTERLOCALAGREEMENT. 10.1 This Agreement may be extended for use by other municipalities, school districts (c) c )GRANtcus, INc. SERvlcE AGREEMENT Venion 6 and governmental agencies upon execution ofan addendum or other signed writing setting forth all of the terms and conditions for such use, including the products and services and fees applicable thereto. Any such usage by other entities must be in accordance with the City Code, Charter and/or procurement rules and regulations ofthe respective governmental entity. II. MISCELLANEOUS. ll.l Amandment and Waiver. This Agreement may be amended, modified, waived or canceled onty in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will not be a waiver of that provision or any further default. Law.The laws of the State of Colorado shall govem the validity, construction, and performance ofthis Ageement, without regard to its conflict oflaw principles. 1 I .3 Construction and Severability. Wherever possible, each provision of this Agreement shall be interpreted so that it is valid under applicable law. If any provision of this Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to make the provision legal and enforceable; all remaining provisions continue in full force and effect. 11.4 Independent Contractors. The parties are indepaldent contractors, and no other relationship is intended by this Agreement. 11.5 Force Maieure. Other than paymant obligations, neither party is responsible for any delay or failure in performance if caused by any event outside the reasonable control of the party, iniluding without limitation acts ofGod, govemment regulations, shortage ofsupplies, act of war, act of terrorism, earthquake, or electrical, internet or telecomrnunications outage. I 1 .6 Closed Capti oninq Services. Client and Granicus may agree that a third party will 11.2 Go provide closed captioning or transcription services under this Ageement. In such case, Client expressly understands that the third party is an independent contractor and not an agent or employJe ofGranicus. Granicus is not liable for acts perfonned by such independent third party. 12. DEFINITIONS. In addition to terrns defined elsewhere in this Agreement, the following terms shall have the meaning specified: 12.1 ..Confidential Information" shall mean all proprietary or confidential information disclosed or made available by either party pursuant to this Agreement, directly or indirectly, in any manner whatsoever (including without limitation, in writing, orally, electronically, or by inipection), that is identified as confidential or proprietary at the time ofdisclosure or is ofa nature that should reasonably be considered to be confidential, and includes but is not limited to the terms and conditions of this Agreement, and all business, technical and other information (including without limitatioq all product, services, financial, marketing, engineering, research and development information, product specifications, technical data, data sheets, software, inventions, pro"".i"r, training manuals, know-how and any other information or material); provided, however, ihar Confidential tnformation shall not include the Content that is to be published on the Client Website. 6CRANICUS. INC. SERVICE AGREEMENT Version 6 12.2 "Content" shall mean any and all, documents, graphics, video, audio, images, sounds and other content that is streamed or otherwise transmitted or provided by, or on behalfof, the Client to Granicus. 12.3 "Client Website" shall mean the Client's existing websites. 12.4 "Granicus Apptication Prognunmatic Interface" shall mean the Granicus interface which is used to add, update, extract, or delete information in MediaManager. 12.5 "Granicus Solution" shall mean the Solution detailed in the Proposal, which may inctude Granicus Software, Installation and Training, Managed Services, and Hardware, as specified in Exhibit A. 12.6 "Granicus Software" shall mean all software included with the Granicus Solution as specified in the attached Proposal that may include but is not limited to: MediaManagerru (inciudes Uploader, Software Developmelt Kit, and Podcasting Services), MinutesMakerru (includes LiveManager), MobileEncoderrM, VotingSystemrM (includes Public Vote Display). 12.7 "Hardware" shall mean the equipment components of the Granicus Solution, as listed in Exhibit A. 12.8 ..Managed Services" shall mean the services provided by Granicus to client for bandwidth usage associated with live and archived Intemet streaming, data storage, and Granicus Solution maintenance, upgrades, parts, customer support services, and system monitoring, as detailed in the Proposal attached as Exhibit A. l2.g ..Managed Services Fee" shall mean the monthly cost of the Managed Services, as soecified in Exhibit A. 12.10 "Meeting Body''shall mean a unique board, commission, agency, or council body comprised of appointed or elected ofiicials that meet in a public capacity with the ohjective of performing decisions through a democratic voting process (ty?ically following Robert's Rules of brder). Two or more Meeting Bodies may be comprised of some or all of the same members or officials but may still be considered separate and unique Meeting Bodies at Granicus' sole discretion. For eiample, committees, subcommittees, city councils, planning commissions, parks and recreation departments, boards of supervisors, school boardVdistricts, and redevelopment agencies may be ionsidered separate and unique individual Meeting Bodies at Granicus' sole discretion 12.11 of this Agreement is described along with pricing and training information. 12.12 "Representatives" shall mean the ofEcers, directors, employees, agents, attomeys, accountants, financial advisors and other representatives ofa party. 12.13 ..Trademarks" shall mean all trademarks, trade names and logos of Granicus and Client that are listed on Exhibit D attached hereto, and any other trademarks, trade names and logos that Granicus or Client may specifu in writing to the other party from time to time' "Proposal" sball mean the document where the Granicus Solution that is the object GRANICUS, INC. SERVICE AGREEMENT Version 6'7 This Agreement consists ofthis Agreement as well as the following exhibits, which are incorporated herein by reference as indicated: Exhibit A: Exhibit B: Exhibir C: Exhibit D: Exhibit E: Current Solution Suppod Information Hardware Exhibit Trademark Information Terrnination or Expiration Options Regarding Content IN WTfNESS WHEREOF, the parties have caused this Agreement to be executed by their duly autlorized representatives, GRANICUS, INC. By: Jason Fletcher Chief Executive OIficer Address: 707 17ft Street, Suite 4000 Denver, CO 80202 [INSERT CLIENT NAME] By: Name: Its: Address Date: Its 8GRANIcus, lNC. SERvrcE AGREEMENT Version 6 EXHIBIT A CURRENT SOLUTION The current Granicus solutions used by CLIENT include: Open Platform -(Also known as MediaManager) the browser based Granicus hosted site used to schedule and manage eventVmeetings and the media associated with those events/meetings. Also, supplies reporting and analytics. Govemment Transparencv - Unlimited Live Webcasting with Closed Captioning Support, Unlimited Cloud Storage of Archives, Public Portal to view videos, agendas, and minutes with Advanced Search feature. Lesislative Mana sement (Lesistar) -Includes the Legistar Application; Agenda item drafting, electronic approval process, agenda packet generation and publication, orgarrize, store and retrieve documents, continuous legislative workflow, track and search legislative data. It also includes the InSite Page; Web portal hosted by Granicus that allows public access to Legislation and intemal access to certain Legistar functions outside of the Legistar application like approving iterns. Solution Open Platform/Govt. Transparency Legislative Management (Legistar Mo. lnvestment s S 1,075.00 830.00 Total Mo. lnvestment Total Annual lnvestment s 5 1,905.00 22,860.00 CLIENT pays the following monthly managed service fee: $1,905.00/month [The remainder ofthis page is left blank intentionally.] a a 9CRANtcus. INc, SERvtcE AGREEMENT Vercion 6 EXHIBIT B SUPPORT INFORMATION l. Contact lnformation. The support staffat Granicus may be contacted by the Client at its mailing address, general and support-only telephone numbers, and via e-mail or the Intemet. (a)Mailine Address. Mail may be sent to the support staff at Granicus headquarters, located ai 707 17h Street, Suite 4000, Denver, CO 80202 (b) Telephone Numbers. Office staff may be reached from 5:00 AM to 5:00 PM Pacific time at (415) 357-3618 or toll-free at (877) 889-5495. The technical support staff may be reached at (415) 357-3618 opt l. (c)Intemet and E-mail Contact Information.The website for Granicus is http://www com. E-mail may be sent to the support staff at customercare@qranicus.com. 2. Support Policy. When Granicus receives notification of an issue from Client , Granicus, Inc. customer advocate or technical support engineer will respond with notice that they will be actively working to resolve lhe issue. Granicus, Inc. will make a good faith effort to give an assessment of the issue and an estimated time for resolution. Notification shall be the documented time that the Client either calls or e-mails Granicus, Inc. to notifu them of an issue or the documented time that Granicus, Inc. notifies Client there is an issue. Granicus reserves the right to modifu its support and maintenance policies, as applicable to its customers and licensees generally, from time to time, upon reasonable notice. Scheduled Maintenancq Scheduled maintenance of the Granicus Solution will not be counted as3. 4. downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of the maintenance. Granicus will provide the Client with at least three (3) days prior notice for any scheduled maintenance. All system maintenance will only be performed during these times, except in the case ofan emergency. In the case that emergency maintenance is required the Client will be provided as much advance notice, if any, as possible under the circumstances. ware Enhancements or M The Client may, from time to time, request that Granicus incorporate certain features, enhancements or modifications ("Modifications") into the licensed Granicus Software. Subject to the terms and conditions to this exhibit and the Agreement, Granicus and Client will use commercially reasonable efforts to enter into a written scope of work ("SOW') setting forth the Modifications to be done, the timeline to perform the work and the fees and costs to be paid by Client for the work. 4.1 Documentation. The SOW will include a detailed requirements and detailed design document illustrating the complete financial terms that govem the SOW, proposed project staffing, anticipated project schedule, and other infomration relevant to the project. Such Modifications shall become part of the licensed Granicus Software. 4.2 Acceptance. Client understands that all work contemplated by this exhibit is on a "time-and- materials" basis unless otherwise stated in the SOw. Delivery of the software containing lhe Modifications shall be complete once such software is delivered and deemed by Granicus to be ready for Client's use. Client will have fifteen (15) days after delivery of the Modifications to notify GRANtcus. lNC. SERvrcE AGREEMENT l0 Version 6 Granicus of any issues or problems. If Cliert notifies Granicus within such fifteen (15) day period of issues or problems, Granicus will promptly work to fix those issues or problems. 4 .3 Title to Modifications. All such Modifications shall be the sole property of the Granicus. 5. Limitation of Liability: Exclusive Remedv. IN TIIE EVENT OF ANY INTERRUPTION, GRANICUS'SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE FOR GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS SOON AS REASONABLY POSSIBLE. GRANrcus, lNc. SERvrcE AGREEMENT n Version 6 EXHIBIT C HARDWARE EXHIBIT THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Agreement between Granicus and Client, for the Hardware components of the Granicus Solution (the "Hardware") provided by Granicus to Client. This exhibit is an additional part of the Agreement and is incorporated therein by reference. Capitalized terms used but not defined in this exhibit have the meanings given in the Agreement. 1. Price. The price for the Hardware shall be the price specified in the Proposal. 2. Delivery. Any scheduled ship date quoted is approximate and not the essence of this exhibit. Granicus will select the shipment method unless otherwise mutually agreed in writing. Granicus retains title to and ownership of all Granicus Software installed by Granicus on the Hardware, notwithstanding the use ofthe temr "sale" or "purchase-" 3. Acceptance. Use ofthe Hardware by Client, its agents, employees or licensees, or the failure by Client to reject the Hardware within fifteen (15) days following delivery of the Hardware, constitutes Client's acceptance. Client may only reject the Hardware if the Hardware does not conform to the applicable written specifications. 4. Service Response Time. For hardware issues requiring replacement, Granicus shall respond to the request made by the Client within twenty-four (24) hours. Hardware service repair or replacement will occur within seventy+wo (72) hours of determination ofa hardware issue, not including the time it takes for the part to ship and travel to the Client. The Client shall grant Granicus, or its representatives access to the equipment for the purpose of repair or replacement at reasonable times. Granicus will keep the Client informed regarding the timeframe and progress of the repairs or replacement. Once the Hardware is received Client's responsibilities will include: a. Mount server on client rack (ifapplicable) b. Connecting original network cables. GRANrcus. lNc. SERvrcE AGREEMENT t2 Version 6 c. Connecting original audio and video cables (if applicable). 5. LMITATION OF LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING OLTT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OT}IERWISE, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR tF SUCH DAMAGE COULD TIAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS' LI-ABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBN EXCEED THE AMOUNT OF THE PRICE PAID TO GRANICUS BY CLIENT FOR TI{E HARDWARE. 6. Hardware. In the event of malfunction for Hardware provided by Granicus, Hardware will be repaired or replaced as per the warranty, and as detailed in this Efibit. Granicus provides the above- mentioned services r.rnder Client's acknowledgment that all Granicus tools, and systems will be installed by the manufacturer chosen by Granicus within the Hardware, provided to the client. These software tools have been qualihed by Granicus to allow the highest level of service for the client. While it is Granicus' intention to provide all Clients with the same level of customer care and walranty, should the Client decline these recommended tools, certain levels of service and warranty may not guaranteed. 8. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client, Granicus will provide to Client a three (3) year warranty with respect to the Hardware. Within the three (3) year warranty period, Granicus shall repair or replace any Hardware provided directly from Granicus that fails to fimction properly due to normal wear and tear, defective workmanship, or defective materials. Hardware warranty shall commence on the Effective Date of the Ageement. 9. Use ofNon-Aporoved Hardware. The Granicus platform is desigrred and rigorously tested based on Granicus-approved Hardware. In order to provide the highest level of support, Granicus requires the use of Granicus-approved Hardware in your solution. While it is Granicus' intention to provide all clients with the same level of customer care and continuous software upgrades, Granicus does not make any guarantees or warranties whatsoever in the event Client uses non-approved hardware. 10. Client Chanees to Hardware Prohibited.Client shall not install any software or so{iware components that have not been agreed upon in advance between Client and Granicus technical staff. While it is Granicus' intention to provide all clients with the same level of customer care, Granicus does not make any guarantees or warranties whatsoever regarding the Hardware in the event Client violates this provision. C&ANrcus. INc. SERvlcE AcREEMENT tl Version 6 7. Remote Accessibility. Granicus leverages remote access tools such as Logrnein for installation and ongoing maintenance of Granicus software. These tools are designed to provide Granicus technicians with necessary information to diagnose and resolve software problems. Should the Client decide to decline these remote tools, Granicus cannot guarantee optimal level of service due to limited access to Granicus Hardware. Client understand that should they decide to use intemal methods ofaccess, such as VPN, Client may need to assist Granicus technicians for remote accessibility during business hours as well as after hours in the event Granicus technicians are unable to access remote Granicus systems. EXHIBIT D TRADEMARK INFORMATION Granicus Resistered Trademarks @ Include: @ onaNrcus Granicus logo as a mark Granicusa Legistaro MediaVaulte- MinutesMaker@ Mobile Encoderd Outcast Encodero SheamReplicator@ Granicus Trademark Names rM Include: Civicldeas* lLeglslate [rSite" Integrated Public Record* Intelligent Routing" LinkedMinutes* LiveManager'" MediaCenter* MediaManager'" MediaVault* MeetingMember" MeetingServer* Simulcast Encoder" VoteCast* VoteCast" Classic VoteCast" Touch For an updated list of Granicus registered trademarks, trademarks and servicemarks, please visit: http: //www. granicus.com/help/legaVcopyri ght-and-trademark/. Client Trademarks GRANrcus, lNC. SERvtcE AGREEMEN.T l.l Version 6 TERMINATION OR EXPIRATION OPTIONS R.EGARDING CONTENT In case of termination or expiration of the Agreernent, Granicus and the Client shall work together to provide the Cliert with a copy of its Content. The Client shall have the option to choose one (l) of the following methods to obtain a copy of its Content: Option 1: Video/Audio files made available through an extemal hard drive or FTP site in its raw non-proprietary format. A CSV frle will be included providing file name mapping and date. This option shall be provided to Client at Granicus' actual cost, which shall not be unreasonable. Option 2: Provide the Content via download from the application UI. This option shall be provided fiee of charge and is available anytime. Option 3: Provide the means to pull the content using the Granicus Application Programming Interface (API). This option is provided free of charge and is available at anyime. Option 4: Professional services can be contracted for a fee to customize the retrieval of content from the systern. The Client and Granicus shall work together and make their best efforts to transfer the Content within the sixty (60) day termination period. Granicus has the right to delete Content from its services after sixty (60) days, or whenever transfer ofcontent is completed, whichever is later. GRiNtcus- INc. SERvrcE AcREEMENT 15 Version 6 EXHIBIT E I STAFF REPORT AGENDANO: 8e MEETING DATE: May 16, 2016 To:Honorable Mayor and City Council Date: May 16,2016 From: Syed Murtuza, Director of Public Works - (650) 558-7230 Subject: Adoption of a Resolution Approving the Renewal of the Janitorial Services Contract with Universal Building Services and Supply Company Staff recommends that the City Council adopt the attached resolution approving the renewal of the Janitorial Services Contract with Universal Building Services and Supply Company for two years- ln May 20"13, the City of Burlingame entered into a contract with Universal Building Services and Supply Company (UBS) for the procurement of janitorial services to clean ten City building facilities. The contract term was for three years with two, one-year renewal (extension) options at the election of the City. The original contract award for the first year was $172,428; the second year was $175,020; and the third year was $177,624. Two amendments were made to the contract: one for additional services as requested by the City, and one for a price adjustment due to the prevailing wage rate increases by the Public Utilities Commission, which brought the total contract annual amount to $242,648. DISCUSSION; The Janitorial Services Contract with UBS is set to expire on May 17,2016. Staff is requesting that the City Council extend the contract for two more years at the same amount of $242,648. UBS has a proven track record of successfully providing janitorial services to the City, including carpet vacuuming, windows cleaning, dusting, emptying of trash receptacles, bathroom cleaning, and re-stocking toiletries at City Hall, the Recreation Center, Village Park, the Public Works Corporation Yard, Fire Station 36, the Police Station, the Easton Library, the Main Library, the Park Corporation Yard, and the Donnelly Parking Garage. FISCAL IMPACT: The estimated annual contract amount for the janitorial services contract is $242,648; the two- year contract extension amount is estimated at $485,296. The Public Works Department's operations budget will be programmed to cover the costs of the Janitorial Services accordingly. RECOMMENDATION: BACKGROUND: 1 Resolution Approving the Renewal of Janitorial Services Contract with Universal Building Services and Supply Company Exhibits . Resolution o Existing Contract with amendments . New Contract Amendment May 16, 2016 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING THE RENEWAL OF THE JANITORIAL SERVICES CONTRACT WITH UNTVERSAL BUILDING SERVICES AND SUPPLY COMPANY, AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACT AMENDMENT WHEREAS, in May 2013, the City of Burlingame entered into a Janitorial Services Contract with Universal Building Services and Supply Company (UBS); and WHEREAS, the original Janitorial Services Contract term was for three years, with options to extend the contract for two more years; and WHEREAS, the Janitorial Services Contract is set to expire on May 17, 2016; and WHEREAS, UBS has been responsive to the needs of the City of Burlingame, and has provided excellent customer service for the past three years; and WHEREAS, the City of Burlingame wishes to renew the Janitorial Services Contract for two additional years in accordance with the options provided in the original contract. NOW, THEREFORE, be it RESOLVED, and it is hereby ORDERED, that the Janitorial Services Contract with UBS be renewed accordingly, and all specifications, terms and conditions, including all addenda, are approved and adopted; and BE lT FURTHER RESOLVED, that the above said renewal of the Janitorial Services Contract amount is hereby awarded to UBS, in the annual amount of $242,648 for FY 2016'17 and FY 2017-18, and the City Manager is hereby authorized to execute the contract amendment. Mayor l, Meaghan Hassel-Shearer, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 16rH day of Mav, 2016, and was adopted thereafter by the following vote: AYES: NOES COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS:ABSENT: City Clerk ORICIINAL AGREEMENT FOR JANITORIAt SERVICES THIS AGREEMENT, made in duplicate and entered into in the City of Burlingame, County of San Mateo, State of California on U.ay_12.20:13., by and between the CITY OF BURIINGAME, a municipal corporation, hereinafter called "City", and Universal Buildine Services and Suoolv Co., hereinaft er cal led "Contracto r," WITNESSETH: WHEREAS, City has taken appropriate proceedings to authorize service herein provided for and to authorize execution of this contract; and WHEREAS, pursuant to State law and City requirements, a notice was duly published for bids for the contract for the services hereinafter described; and WHEREAS, on Mav 6. 2013. after notice duly given, the City Council of Burlingame awarded the contract forjanitorial services hereinafter described to Contractor, which the Council found to be the lowest responsible bidder for these improvements; and WHEREAS, city and Contractor desire to enter into this agreement for the delivery of said services, NOW, THEREFORE, lT lS AGREED by the parties hereto as follows: 1. Scooe of work. Contractor shall perform the work described in the Special Provisions and Special Building Provisions ofthe contract book titled "City of Burlingame Janitorial Services", attached hereto as Exhibit A and hereby incorporated as if fully set forth herein. 2. The Contra ct Documents, The complete contract between City and Contractor consists of the following documentsl this Agreement; Notice lnviting Sealed Bids, attached hereto as page 3 of Exhibit A; the accepted Bid Proposal, attached hereto as Exhibh B; the provisions contained in the contract book tltled tity of Burlingame Janitorial Services" attached as Exhibit A; the complete General Provlsions and Special Provlsions set forth in the State of California Standard Specifications for Construction of Local Streets and Roads, July 2002 edition, as promulgated by the California Department of Transportation; prevailinB wage rates of the State of California applicable to this project by State law; and all bonds; which are collectively hereinafter referred to as the Contract Documents. AII rights and obliSations of City and Contractor are fully set forth and described in the Contract Documents, which are hereby incorporated as if fully set forth herein. Page 1 of 3 . i i ; I I I I ! I I I i I I I I I I I i I I I I t i I i I I I I ! i : DEPARTMENT OF PUBLIC WORKS 3. Contract Price. The City shall pay, and the Contractor shall accept, in full, payment of the work above agreed to be done,the sum of five hundred twentv five thousand sevenW two dpllars and 00/100 (5525,072.00I. This price is determined by the unit prices contained in Contractor's Bid. ln the event authorized work is performed or materials fumished in addition to those set forth in Contractor's Bid and the Specifications, such work and materials will be paid for at the unit prices thereln contained. Contractor will invoice the city on a monthly basis for the services performed pursuant to the Contract Documents. Clty shall pay the amount due within thirty (30) days ofthe date ofthe invoice. 4. Provisions Cumulative The provisions of this Agreement are cumulative and in addition to and not ln limitation of any other riBhts or remedies available to the city. 5. Notices. Alt notices shall be in writin8 and dellvered ln person or transmitted by certified mail, postage prepaid. Notlces required to be given to the City shall be addressed as follows: Janitorial Seruices Project Pubiic Works Corporation Yard city of Burlingame 1361 N. Carolan Avenue Burlingame, CA 94010 Notices required to be Siven to Contractor shall be addressed as follows: Mr. Dario DeVincenzi Universal Building Services and suPply co. 3120 Pierce Street Richmond, CA 94804 As used herein, any gender includes the other gender and the singular includes the plu ral and vice versa, Page 2 of 3 All of the above descrlbed documents are intended to cooperate so that any work called for in one, and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents. 6. lnterpretation. 7. Waiver or Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the City and the Contractor. lN WTN ESS WHEREOF, two identical counterparts of this A8reement, consisting of three (3) pages, including this page, each of which counterparts shall for all purposes be deemed an original of this Agreement, have been duly executed bythe parties hereinabove named on the day and year first hereinabove written. CIW OF BURLINGAME, a Municlpal Corporation "coN oR" Lisa K. Goldman, City Manager U iversal Building Services and Supply Co. Approve forms Kane, City Attorney ary El Kearney, City Clerk Page 3 of 3 CITY OF BURLINGAME COTNTY OF SAN MATEO, CALIFORNIA MAYOR Ann Keighran CITY COI.JNCIL Michael Brownrigg, Vice MaYor Cathy Baylock, Council Member Terry Nagel, Council Member Jerry Deal, Council Member CITY MANAGER Lisa Goldman DEPARTMENT OF PUBLIC WORKS Bid and Notice to Contractors: JANITORIAL SERVICES Bids Due: March 26, 2013 at 2:00 p.m. C ITY BURLINGAMEca ! t, o t x ! a P(}RATEO City of Burlingame, California Janitorial Services Table of Contents Notice Inviting Sealed Bids ( I page) . Instructions to Bidders (5 pages)...... Contract Bid Forms - To be sisned and returned Failure to co mnlete. sisn (where reo uired). and return the bid documents with J 4 vour bid will rende r it non-resDonsive. Bidder's Statement (2 pages)................ Designation of Subconaactors (l page)........... Statement of Experience Qualifications (2 pages) --.."...'.... Non-Collusion Declaration (l page).............. Public Contract Code Section 10285.1 Statement (l page)... Public Contract Code Section 10162 Questionnaire (l page) Certificate of Nondiscrimination (1 page)....... Contractor's Nondiscriminatory Employment Certificate (2 pages).'.."'...." Certification of Payment ofPrevailing Wage Scale (l pages) Certification of Requirement to Pay Workers' Compensation (l page)25 Bidder's Bond (2 pages) """""""""""""""'26 Bond for Security of Laborers and Material Persons (2 pages) "..""""""""""""""""""""""""'28 Sample Agreement (2 Pages)30 ..........16 l5 .18 l3 19 20 ................2t ...22 24 1.0 General Provisions (6 pages) ............ """"""""32 2.0 Special Provisions (9 pages) ".....".'.... '.... 3.0 Special Building Provisions (14 pages) .. 38 47 Page 2 of 60 \{ RJBLIC WORKS DEPARIMENT 1550) 55&230 The City of Burlingame CTIY TIALL - 5OI PRIMRGE ROAD BURUNGAME, CALIFORNIA 94OIG3997 MRPORATION YARD t650t 55V767O DATE OF POSTINC: March 5.2013 Page 3 of 60 March 5,2013 NOTICE INVITING SEALED BIDS Sealed bids will be received at The City Clerk's Oflice; City of Burlingame; 501 Primrose Road; Burlingame, CA 94010 until 2:00 p.m., on March 26,2013, and will be publically opened and read on that date at 2:00 p.m. at the same location in Conference Room A for: JANITORIAL SERVICES within the City of Burlingame; San Mateo County, Califomia. It is the sole responsibility of the supplier to ensure their bid reaches the City's Clerk's Office, The City of Burlingame before the-closing dati. Bids, modifications, or corrections received after the closing time on the "Due Date" will be considered late and will be retumed unopened' Bid packets are available at the City of Burlingame Public Works Corporation Yard located at t:Oi Norttr Carolan Avenue; Burlingame, CA 94010. Contact: Tasha Newton at telephone: (650) 558-7686 or fax: (650) 696-1598. There is no cost for the bid packets' The work shall consist ofjanitorial services at ten ( l0) City buildings starting tentatively inJune 2013 ' The Term ofthe final Agriement is for three (3) years with two (2) one (l) year options at the election ofthe City. A MANDATORY pre-bid conference will be hetd at 10:00 a.m. on wednesday, March 13' 2013' at the Corporation Yard; 1361 North Carolan Avenuel Burlingame, cA 94010. All-Bidders must be p."."rt nt 10:fi) a.m. on wednesday, March 13,2013. An optional walk through of the ten (10) city iocations will follow at the end ofthe pre-bid conference. The walk through will take an estimated 2-3 hours. Rob Mallick Public Works SuPerintendent CITY OF BURLINGAME, CALIFORNTA JANITORIAL SERVICES INSTRUCTIONS TO BIDDERS Bids shall be made in accordance with the provisions of Sections 1,2 and 3 (the General Provisions, Special Provisions and Special Building Provisions) and these Instructions. General Instructions Bids shall be made upon the form provided therefore, properly executed and with all items filled out; the signature of all persons signing shall be in longhand. Bids shall not be unbalanced. Any apparent unbalancing of Bids may be considered suflicient grounds for rejection ofa bid. A bid shall cover all items ofthe bidding schedule. Blank spaces in the bid shall be properly filled in, and the phraseology thereofmust not be changed. Additions shall not be made to the items mentioned therein. Any unauthorized conditions. limitations or provisions attached to a bid may cause its rejection. Alterations by erasures or interlineations shall be explained or noted in the bid over the signature ofthe bidder. Late bids will be retumed to the bidder unopened. Each bid shall be addressed to: A B C D E Page 4 of 60 The City Clerk's Office Attn: Janitorial Services Project City of Burlingame 501 Primrose Road Burlingame' CA 94010 F. Each bid shall be addressed on or before the day and hour set for the opening ofbids. The bid shall be enclosed in a sealed envelope bearing the title ofthe project, the name of the bidder, and the date and hour of the opening. It is the sole responsibility of the bidder to see that the bid is received in proper time at the City of Burlingame to the attention of Janitorial Services Project' G. Failure to complete. siqn (where required). and return the bid documents with vour hid will render it non-resoonsive. H. For additional information, contact Tasha Newton at 650-558-7686 or tnewton@burlingame.org. Bidder's Bond Each bid shall be accompanied by cash, a certified or cashier's check or a bidder's bond in the sum of not less than ten percent (107o) ofthe total aggregate ofthe bid, and such a check or bond shall be made payable to the order ofthe City of Burlingame as set forth in the Bidder's Bond (see page 26). In case the successfut bidder fails to fite the bonds or to provide the insurance required by the contract Documents, or refuses to enter into a contract within the specified time, it shall be liable for any difference by which the cost ofprocuring the work exceeds the amount of its bid and the bond or the amount ofcash or check shall be available to offset such difference. Examination of Contract Doatments Before submitting a bid, each bidder shall carefully read all the Contract Documents. The bidder shall visit the site ofthe Project and shall fully inform itselfas to all existing conditions and limitations under which the work is to be performed, and it shall include in its bid a sum to cover the cost of all items necessary to perform the work as set forth in the Contract Documents. No allowance of any kind whatsoever will be made to any bidder because of lack of such examination or knowledge. The submission of a bid shall be conclusive evidence that the bidder has made such an examination. Bidders shall repo( any discrepancies in the field conditions or Contract Documents that they discover to the City before bids are opened' Proof of Competenq of Bidder- Any bidder may be required to fumish evidence satisfactory to the City that it and its proposed subcontractors iiave sufficient means and experience in the type of work called for to insure completion ofthe contract in a satisfactory manner. Withdrawal of Bid Any bidder may withdraw its bid, either personally or by a written request, at any time prior to the scheduled time for opening ofbids. Award or Rejection of Bids The iontract, ifawarded, will be awarded to the lowest responsible bidder subject to City's right to reject any or all bids and to waive any informality in the bids or the bidding. The City reserves the right to reject the apparent low bid and award the contract to the next successful low bidder if it detJrminesihat the apparent low bidder does not meet the required qualification or ifthe job references provided would indicate that the Contractor does not satisfy the bid requirements. The City of Builingame reserves the right to reject any or alt bids. Bidders are cautioned not to attach any conditions, limitations, or provisions to the bid as such conditions, limitations or provisions will render their bids informal and cause its rejection' Term of Agreement-Th-e term of the final agreement is for three (3) years with two (2) one (l) year options at the election of the City. Withdrau'al of Bids after Opentng No bidder may withdrawlts bid for a period of sixty (60) calendar days after the date set for the opening thereof, and the same shall be subject to acceptance by the City during this period. Page 5 of 60 Insurance At or prior to the delivery ofthe signed Contract Agreement, Contractor shall deliver to the City the poiicies of insurance or insurance certificates and endorsements as are required by the General Provisions. All policies or certificates of insurance and endorsements shall be approved by the Director of Public works before the successful bidder may proceed with the work. Failure or refusal to furnish insurance policies or certificates or endorsements in the form satisfactory to the Director shall subject the bidder to penalties for delay in commencement of the work or revocation ofthe Award ofContract' The selected Contractor will be required to fumish evidence of insurance in the amounts listed below. General Liability Worker's Compensation Auto Liability $2,000,000 Per state law $ 1.000,000 Execution of Agreement The form of agreement which the successful bidder, as Contractor, will be required to execute is included in the Contract Documents and must be carefully examined by each bidder. The bidder to whom the contract is awarded by City shall, within ten ( l0) working days after notice of award, execute and deliver to City one original and one counterpart ofthe Contract Agreement. The selected Contractor, upon signing a City Contract Ageement form, shall provide a signed contract along with all required bonds and insurance documents as required to fulfill and meet the requirements established by the Bid Requirements. The Contractor shall state his or her willingress to accept the terms and conditions in the Contract Agreement for Contract Services attached. This is the City's standard agreement and the bidder shall list any items which cannot be met and the altemative suggested wording, if necessary, to ensure proper agreement terms. Labor and Materials Bond, Deposit ofSecurities At or prior to the delivery ofthe signed Contract Agreement, Contractor shall deliver to City the Labor and Material Bond as required. All bonds shall be in the general forms designated by City, and each shall be in an amount equal to one hundred percent (100%) ofthe contract price. All bonds shall be approved by the Director of Public Works before the successful bidder may proceed with the work. Bonds may be secured in one year terms provided that such one-year tonds are renewed by the Contractor for each year of the entire term ofthe agreement; there shall be no lapse in bond coverage. Failure to have bonds continuously in place shall constitute grounds for the City's termination ofthe Contract. Failure or refusal to fumish bonds in the form iatisfactory to the Director shall subject the bidder to penalties for delay in commencement of the work or revocation ofthe Award ofContract. Pursuant to Section 22300 ofthe Califomia Public Contract Code. the Contractor will be permitted, at its request and sole expense, to substitute securities for any monies withheld by the City as provided in the General Provisions. Page 6 of 60 Intetpretation of Contract Documents Prior to Bidding If any person contemplating submitting a bid for the Janitorial Services Project is in doubt as to the true meaning ofany part ofthe Contract Documents, or finds discrepancies in, or omissions from the Contract Documents, it may submit to City a written request for information thereof not later than five (5) working days before the date bids will be opened. The person submitting the request will be responsible for its prompt delivery. The City's response to a request for information wilt be made only by addendum and will be emailed only to each person receiving a set of such documents. City witl not be responsible for any other explanation or interpretation of the Contract Documents. Bidders Interested in More than One Bid No person, firm or corporation shall be allowed to make or file or be interested in more than one bid for the same work, unless alternate bids are called for. A person. firm or corporation submitting a sub-bid to a bidder, or who has quoted prices on materials to a bidder, is not thereby disqualified from submitting a sub-bid or quoting prices to other bidders. List of Subcontractors Bidders shall submit a list oftheir proposed subcontractors in compliance with Sections 4100- 4l l3 of the Public Contract Code of the State of Califomia. A form for this designation is fumished in the set of Contract Documents. Additional Sureties lf at any time during the continuance ofthe contract the Sureties, or any of them, shall, in the opinion of City, be no longer responsible, the City shall have the right to require additional and sufficient Sureties which Contractor shall furnish to the satisfaction of City within ten ( l0) working days after notice. Definition of Contract Documents The term "Contract Documents" means all ofthe information to bidders, General Provisions, Special Provisions, Special Building Provisions. Request for Bidder to Provide Janitorial Service Requirements; the submission ofany bid shall be deemed a thorough and complete understanding ofall provisions ofthe Contract Documents. All ofthe Contract Documents shall be incorporated by reference into the formal contract which the successful bidder shall execute' Business License All Contractors, whether they be general Contractors or subcontractors, who transact or carry on business in the City, shall acquire a Business License in conformance with the Burlingame Municipal Code. Page 7 of 60 Special Notice Bidders are required to inform themselves fully ofthe conditions relating to service and labor under which the work will be or is now performed. and, so far as possible, the successful bidder must employ such methods and means in carrying out his/her work as will not cause any interruption or interference with any other Contractor. ll/ages Unit Prices Workers employed in the work must be paid at rates at least equal to the then current prevailing wage scale as determined by the State Director of the Department of Industrial Relations. A copy can be found at www.dir.ca.gov/OPRL/PWD/index.htm or by writing to the Department of Labor Relations (see page 24 for address). Pursuant to Section 1770 and following ofthe Califomia Labor Code, any Contractor who is awarded a public works project and intends to use a craft ofclassification not shown on the general prevailing rage determinations, may be required to pay the wage rate ofthat craft of classification most closely related to it as shown in the general determinations effective at the time of the calls for bids. Because unit prices are key elements of bid award and contract administration, in case of discrepancy between the unit price and the total set for a unit basis item, the unit price shall prevail; provided, however, if the amount set forth as a unit price is ambiguous, unintelligible, or uncertain for any cause, or is omitted, or is the same amount as set forth in the "Annual Cost" column, then the amount set forth in the "Annual Cost" column for the item shall prevail and shall be divided by the estimated quantity for the item and the price thus obtained shall be the unrt pnce. For additional information, contact Tasha Newton at (650) 558-7686 or tnewton@burlingame.org END OF INSTRUCTIONS TO BIDDERS Page 8 of 60 CITY OF BURLINCAME, CALIFORNIA JANITORIAL SERVICES BID FORM ,20t3 TO THE CITY OF BURLINGAME. CALIFORNLA.: Pursuant to the foregoing Bid and Notice to Contractors, the undersigned bidder herewith submits its bid on the Bid Form and completes all the required forms attached hereto and made a part hereof, and binds itself on award by the City of Burlingame under this bid to execute in accordance with such award, a contract, of which this Bid and Notice to Contractors, Instructions to Bidders, General Provisions, Special Provisions. and Special Building Provisions are hereby made a part of this Bid and all provisions thereofare hereby accepted. The bidder further agrees that in case of its default in executing the contract, and providing the required bonds and insurance, the cash, check or Bidder's Bond, accompanying its bid and the money payable thereon shall be and remain the property ofthe city of Burlingame, as provided in the Instructions to Bidders and the Special Provisions. (Corporate Seal)Signature Address CONTRACTOR'S TELEPHONE NO.Nature of firm (corporation, partnership, etc.) and names of individual members of the firms' or names and titles ofofficers of the corporation: Fax no Name Title Name Name Title Page 9 of 60 COMPANY NAME: -- If Corporation, organized under the laws of the State of - Title CITY OF BURLINGAME, CALIFORNIA JANITORIAL SERVICES BID FOR]VI The undersigned hereby proposes and agrees that, if this bid is accepted, the Contractor will contract with the City of Burlingame, Califomia, for any or all of the facilities listed below for the prices quoted. Contractor to fumish all labor, materials, tools, and equipment. Contractor to fumish all incidental work and services required to complete all items of work described in the specifications. AII work shall be done in accordance with the General Provisions, Special Provisions, and Special Building Provisions of this Contract Book: "Janitorial Services for City of Burlingame". YEAR 2 YEAR 3YEAR I Cost/Month Annual Cost $ $ $ $ $ $ s s $ $ $ $ $ $ $ $ $ $ $ $ Cost/Month $_ $_ $ $ $ s $ $ $ s $ $ $ Annual Cost $ $ $ S $ s s Cost/Month Annual Cost $$ $ $ $ S $ $ $ $ $ S $ $_ $ $ $ $ $ $ MONTHLY SI,RVICES l. City Hall 2. Main Library 3. Easton Library 4. Fire Station 36 5. Recreation Center 6. Donnelly Parking Carage 7. Public Works Corp Yard 8. Police Station 9. Village Park Daycare 10. Parks Corp Yard Total Year I Annual Cost Total Year 2 Annual Cost Toral Year 3 Annual Cost S Amount Written in \ ords. Where there is a discrepancy beflveen words and figures, WORDS WILL GOVERN Where there is a dis NC betrveen item unit and extended total UNIT PzuCE WILL GOVERN l. Services during normal working hours on a weekday with no less than 24 hours notice 2. Services outside normal work hours with on a weekday with no less than 24 hours notice 3. Service with less than 24 hours notice during normal working hours on weekday 4. Service with less than 24 hours notice during outside working houn s $ $ $ Cost/flou rADDITIONSERVICES $_ Base Bid = Total for Years l, 2 & 3 (Written in Figures) Base Bid = Total for Years l, 2 & 3 (Written in words) Page l0 of 60 CITY OF BURLINGAME, CALIFORNIA JANITORIAL SERVICES BID FORM Contractors shall list their proposed work force and supervisory personnel to be assigned to each facility. Location Personnel Resources Supervisory Resources City Hall Number ofJanitors Evening Cleaners: _ Number ofhoun assigned to each janitor per day ofservice Evening Cleaners: _ Title: Title: Title : Total Dailv Hours: Total Weeklv Hours: Total Monthlv Hours Fire Station 36 Number ofJanitors Evening Cleaners: Number ofhours assigned to each janitor per day of sewice Evening Cleaners: _ Title: Title: Title: Total Dailv Hours: Total Weeklv Hours: Total Monthlv Hou6: Main Library Number ofJanitors Evening Cleaners: _ Number ofhours assigned to each janitor per day ofservice Evening Cleaners: Title: Title : Title: Total Daily Hours: Total Weekly Hours: Total Monthly Hours: Easton Librarv Number ofJanitors Evening Cleaners: _ Number ofhours assigned to each janitor per day ofservice Evening Cleaners: _ Title: Title: Title: Total Dailv Hours: Total Weeklv Hours: Total Monthlv Hours Recreation Center Number ofJanitors Evening Cleaners: Number ofhours assigned to each janitor per day ofservice Evening Cleaners: _ Title: Title: Title: Total Daily Hours: Total Weekly Hours: Total Monthly Hours: Page I I of 60 Contirured on nexl page Location Personnel Resources Supervisory Resources Village Park Number ofJanitors Evening Cleaners: _ Number ofhours assigned to each janitor per day ofservice Evening Cleaners: _ Title Title Title Total Daily Hours: Total Weekly Hours: Total Monthly Hous Donnelly Parking Structure Number ofJanitors Evening Cleaners: _ Number ofhours assigned to each janitor per day of service Evening Cleaners: _ Title: Title: Title: Total Daily Hours: Total Weekly Hours: Total Monthly Hours: Public Works Corporation Yard Number of Janitors Evening Cleaners: _ Number ofhours assigned to each janitor per day ofservice Evening Cleaners: _ Title: Title: Title: Total Daily Hours: Total Weekly Hours: Total MontNy Hours: Police Station Number ofJanitors Evening Cleaners: _ Number ofhours assigned to each janitor per day of service Evening Cleaners: - Title: Tirle: Tirle: Total Daily Hours: Total Weekly Hours: Total Monthly Hours Parks Corporation Yard Number of Janitors Evening Cleaners: _ Number ofhours assigned to each janitor per day ofservice Evening Cleaners: _ Title; Title: Title: Total Daily Hours: Total Weekly Hours: Total Monthly Hous: The City of Burlingame reserves the right to reject any or all bids. Bidders are cautioned not to attach any conditions, limitations, or provisions to the bid because such conditions, limitations or provisions may render such bid non-responsive and may cause its rejection. Page 12 of 60 CITY OF BURLINGAME, CALIFORNTA JANITORIAL SERVICES BIDDER'S STATEMENT Pursuant to Business and Professions Code Section 7028.1 5 I,declare under penalty of perjury that the foregoing and the statements contained in the bid for the above titled project are true and correct and that this declaration is made on this - day at -, Califomia. 2013, Ifawarded the contract, the undersigned hereby agrees to sign and file an agreement similar to the attached sample on page 30, together with the necessary bond, certificate(s) of insurance, and related endorsements for general and automobile liability insurance, and proofofa Burlingame Business License in the office of the City Clerk within ten (10) calendar days after the date of the award and to commence work within five (5) days ofthe date specified in the notice to proceed. and to complete the work under said contract within the specified number of working days beginning from the date specified in the notice to proceed. Contractor also agrees to keep the Business License current for the entire term ofthe contract. Ifthe lump sum for each building and the total amount named by a bidder forany item do not agree, it will be assumed that the error was made in computing the lump sum for each building and the total amount will be considered as representing the bidder's intention. Unit price bid must not be unbalanced. The undersigned has checked carefully all the figures listed in the Bid form and understands that the City will noibe responsible for any errors or omissions on the part ofthe undersigned in making up this bid. NOTE:The square footages and unit counts shown in the Special Buildings Provisions are an estimaie only. Since the exact figures are not determined, the City reserves the right to adjust quantities as deemed necessary to meet its requirements. The undersigned hereby certifies that this bid is genuine, and not sham or collusive, or made in the interest or iibehalfofiny person not named herein, and that the undersigned has not directly or indirectly induced or soliciied any other bidder to put in a sham bid, or any other person, rirm or corporation to refrain from bidding. and that the undersigned has not in any manner sought by collusion to secure for himself an advantage of any kind whatever' The undersigned agrees that this bid may not be withdrawn for a period offorty-five (45) days after the date set for the opening thereof. NOTE: IF THE BID IS MADE BY AN INDIVIDUAL, HIS NAME AND POST OFFICE ADDRESS MUST BE SHOWN. IF THE BID IS MADE BY A PARTNERSHIP, THE NAME AND ADDRESS OF EACH MEMBER OF THE FIRM OR PARTNERSHIP MUST BE SHOWN (IF MORE THAN TWO MEMBERS OF A FIRM OR PARTNERSHIP, PLEASE ATTACH AN ADDITIONAL PAGE); OR IF MADE BY A CORPORATION. THE BID SHALL SHOW THE NAME OF THE STATE UNDER THE LAWS OF WHICH THE CORPORATION WAS CHARTERED AND THE NAMES, TITLES AND BUSINESS ADDRESSES OF THE PRESIDENT, SECRETARY AND TREASURER OF SAID CORPORATION. Page 13 of 60 SIGNATURES FOR BIDDER: If INDIVIDUAL, sign below: Signature Date Print name Post Office Address If CORPORATION, sign below (show names of non-signing officers): a CORPORATION Name of State Where Chartered Signature Date Print name ofperson signing bid Title List names of the following oficers: PRESIDENT Date SECRETARY Date TREASURER Date Post Office Address If PARTNERSHIP, sign below (show names of non-signing partners): S lgnature Date Name of Partner Post Office Address Signature Date Name of Partner Post Office Address (if different) Page l4 of 60 CITY OF BURLINGAME, CALIFORNTA JANITORIAL SERVICES DESIGNATION OF SUBCONTRACTORS (Public Contract Code Sections 4100 and following) JANITORIAL SERVICES As a bidder on the above-entitled project, the undersigned hereby designates the subcontractors that will perform work or labor or render services to the Contractor in or about the construction ofthe project in an amount in excess ofone-half(%) ofone percent (loZ) ofthe Contractor's total bid. The undersigned understands and agrees that should it fail to speci! a subcontractor for any portion ofthe work as above stated, it agrees that the undersigned is fully qualified to perform that portion ofthe work itself, and that it shall perform that portion itself. Penalties for failure to comply with this provision are provided in the Subletting and Subcontracting Fair Practices Act commencing with Section 4100 ofthe Public Contract Code. The undersigrred agrees that it shall not, without written consent ofthe City Council, make any substitution, assignment or sublel to or ofthe following list of subcontractors which is made a part ofthis bid and then only after compliance with the provisions ofthe Subletting and Subcontracting Fair Practices Act. [ATTACH ADDITIONAL PAGES IF NECESSARY] Name of Subcontractor Address of Subcontrector Work to be done by Subcontractor NAME OF BIDDER: Signature: Page l5 of 60 CITY OF BURLINCAME. CALIFORNIA JANITORIAL SERVICES STATEMENT OF EXPER]ENCE OUALIFICATIONS The following statement as to experience qualifications ofthe bidder are submitted in conjunction with the Bid, as a part thereof, and the truthfulness and accuracy ofthe information is guaranteed by the Bidder. The bidder, as a contractor, has never failed to satisfactorily complete a contract awarded to it, except as follows: The bidder, as a contractor, must have relevant janitorial experience during the last five (5) years, and must have been engaged in the contracting business, under the present business name, as a single company for at least five (5) years. If the bidder is a franchisor, actual franchisee (operators) must have relevant janitorial experience during the last five (5) years. All bidders must have experience that includes: r Must have successfully provided service (cleaning) for a minimum of 160,000 square foot of office space per year for the last five years. o Must have successfully worked with three different public agencies during the last five years. o Must have an annual contract in good standing condition with a public agency during the past 36 months to service (clean) a minimum of 80,000 square foot of office space. o Provided a copy ofyour company training manual on cleaning services and procedures for janitorial staff. The above qualification requirements must be listed below on the following page and included with bid proposal. The following information must have been satisfactorily completed for the persons, firm or authority indicated, and to whom reference is made. If the bidder is a franchisor, it must provide actual franchisee (operatoB) information as to who witl be performing the work, type of work performed, and direct work references. The City reserves the right to contact any ofthe references provided. Ifthe City determines the feedback to be negative or contrary to what has been presented by ihe bidder herein, the Ciry at its sole discretion has the right to reject the bidder. Failure to provide this information on any portion ofthe bid proposal as provided will result in disqualification of its bid. Page 16 of 60 CITY OF BURLINGAME, CALIFORNIA JANITORIAL SERVICES Must have successfully provided service (cleaning) for a minimum of 160,000 square foot ofoflice space per year for the last five years. Years Tvoe of Work Location For Whom Preformed Must have successfully worked with three different public agencies during the last five years. Year Aqencv Must have an annual contract in good standing condition with a public agency during the past l2 months to service (clean) a minimum of80,000 square foot ofoflice space during the past l2 months. Year Aqenc)Square Footaqe For Whom Provided a copy olyour company training manual on cleaning services and procedures forjanitorial staff. NAME OF BIDDER: Signature: Page l7 of 60 STATEMENT OF EXPERIENCE OUALIFICATIONS Location For Whom Preformed CITY OF BURLINGAME, CALIFORNIA JANITORIAL SERVICES NON-COLLUSION DECLARATION (PUBLIC CONTRACT CODE SECTION 7I06) JANITORIAL SERVICES declare under penalty of perjury that I am (sole owner, partner, president, etc.) of- (company name), the party making the foregoing bid; that the bid is not made in the interest of, or on behalfof, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreemen! communication, or conference with anyone to fix the bid price ofthe bidder or any other bidder, or to fix any overhead, profit, or cost element ofthe bid price, or ofthat ofany other bidder, or to secure any advantage against the public body awarding the contract or anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly, or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corPoration, partnership, company, association, organization, bid depository, or to any member or agent thereofto effectuate a collusive or sham bid. I declare under penalty of perjury that the foregoing is true and correct and this was executed on the date shown b.lo* at -. (City' State) Dated:NAME OF BIDDER: Signature: I. Page l8 of 60 CITY OF BURLINGAME, CALIFORNIA JANITORIAL SERVICES PUBLIC CONTRACT CODE SECTION I0285.I STATEMI,NT In accordance with Public Contract Code Section 10285.1 (Chapter 376, Stats. 1985), the bidder hereby declares under penalty of perjury under the laws ofthe State of Califomia that the bidder has_, has not been convicted within the preceding three years of any offenses referred to in that section, including any charge offraud, bribery, collusion, conspiracy, or any other act in violation ofany state or federal antitrust law in connection with the bidding upon, award of. or performance of, any public works contract, as defined in Public Contract Code Section I l0l, with any public entity, as defined in Public Contract Code Section I100, including the Regents ofthe University of Califomia or the Trustees of the Califomia State University. The term "bidder" is understood to include any partner, member, officer, director, responsible managing officer, or responsible managing employee thereof, as refened to in Section 10285.1. [pp: THE BIDDER MUST PLACE A CHECK MARK AF-IER "HAS" oR "HAS NOT'' IN ONE OF TIIE BLANK SPACf,S PROVIDED.I The above Statement is part of the Bid. Bidders are wamed that making a false certification may subject the certifier to criminal prosecution. I declare under penalty of perjury that the foregoing is true and correct and this was executed on the date shown belou at Dated NAME OF BIDDER: Signature: Page l9 of 60 (City, State) CITY OF BURLINGAME. CALIFORNIA ]ANITORIAL SERVICES PUBLIC CONTRACT CODE SECTION IOI62 QUESTIONNAIRE In accordance with Public Contract Code Section 10162, the Bidder shall complete, under penalty of perjury, the following questionnaire: Has the bidder, any officer ofthe bidder, or any employee ofthe bidder who has a proprietary interest in the bidder, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local govemment project because ofa violation of law or a safety regulation? No Yes Ifthe answer is yes, explain the circumstances in the following space: I declare under penalty ofperjury that the foregoing is true and correct and this was executed on the date shown below at (City, State) Dated: Signature: Page 20 of 60 NAME OF BIDDER:- CITY OF BURLINGAME. CALIFORNIA JANITORIAL SERVICES CERTIFICATE OF NONDISCRIMINATION On behalfofthe bidder making this bid, the undersigned certifies that there will be no discrimination in employment with regards to marital status, sexual orientation, ancestry, medical condition, race. color, religion, sex, disability, or national origin; that all federal, state, and local directives and executive orders regarding nondiscrimination in employment will be complied with; and that the principle of equal opportunity in employment will be demonstrated positively and aggressively. BIDDER By: (Name and title of person making certification) Date Page 2l of 60 CITY OF BURLINGAME, CALIFORNIA JANITORIAL SERVICES CONTRACTOR'S NONDISCRIMINATORY EMPLOYMENT CERTIFICATE Certificate Genera Consistent with a policy of nondiscrimination in employment on contracts of the City of Burlingame and in furtherance ofthe provisions of Section 1735 and1777.6 of the Califomia Labor Code a "contractor's obligation for nondiscriminatory employment certificate" as hereinafter set forth shall be attached and incorporated by reference as an indispensable and integral term ofall bid specifications and contracts of the City of Burlingame for the construction, repair, or improvement of public works. Contents of Certificate The Contractor's obligation lor nondiscriminatory employment is as follows: In performing the work ofthis contract, the Contractor agrees as follows: I . The Contractor will not discriminate against any employee or applicant for employment because ofrace, creed, color, national origin, ancestry, sexual orientation, political affiliation or beliefs, sex, age, physical handicap, medical condition, marital status or pregnancy (as those terms are defined by the Califomia Fair Employment and Housing Act - Govemment Code Section 12900-12996). except where such discrimination is based on a bona fide occupational qualification. The Contractor will take positive action or ensure that applicants are employed. and that employees are treated during employment, without regard to their race, creed, color, national origin, ancestry, sexual orientation, political affiliation or beliefs, sex, age, physical handicap, medical condition. marital status or pregnancy (as those terms are defined by the Califomia Fair Employnent and Housing Act - Govemment Code Section 12900-12996), except where such disCrimination is based on a bona fide occupational qualification. Such action shall include but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoffor termination; rates of pay or other forms of compensation; and selecrion for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment. notices to be provided by the City of Burlingame setting forth the provisions ofthis nondiscrimination clause. 2. The Contractor will. in all solicitations or advertisements for employees placed by or on behalf ofthe Contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, national origin, ancestry, sexual orientation. political affrliation or beliefs, sex, age, physical handicap, medical condition, marital status or pregnancy (as those terms are defined by the Califomia Fair Employment and Housing Act - Govemment Code Section 12900-12996\, except where such discrimination is based on a bona fide occupational qualifi cation. 3. The Contractor will send to each labor union or representative ofworkers, with which the Contractor has a collective bargaining agreement or other contract or understanding, a notice to be provided by the City of Burlingame advising the said labor union or workers' representative ofthe contractor's commitments under this provision, and shall post copies ofthe notice in conspicuous places available to employees and applicants for employment. Page 22 of 60 4. The Contractor will permit access to the Contractor's records of employment. employment advertisements, application forms. and other pertinent data and records by the City of Burlingame, the Fair Employment Practices Commission. or any other appropriate Agency of the State designated by the City of Burlingame for the purposes of investigation to ascertain compliance with the Contractor's Obligation for Nondiscriminatory Employment provisions of this contract, or Fair Employment Practices statute. 5. A finding of willful violation of the nondiscriminatory employment practices article of this contract or ofthe Fair Employment Practices Act shall be regarded by the City of Burlingame as a basis for determining that as to future contracts for which the Contractor may submit bids, the Contractor is a "disqualified bidder" for being "non-responsible". The City of Burlingame shall deem a finding of willful violation of the Fair Employment Practices Act to have occurred upon receipt of written notice from the Fair Employment Practices Commission that it has investigated and determined that the Contractor has violated the Fair Employment Practices Act and has issued an order under Labor Code Section 1426 or obtained an iniunction under Labor Code Section 1429. Upon receipt ofany such written notice, the City of Burlingame shall notify the Contractor that unless he or she demonstrates to the satisfaction ofthe City of Burlingame within a stated period that the violation has been corrected, he or she shall be declared a "disqualified bidder" until such time as the Contractor can demonstrate that he or she has implemented remedial measures, satisfactory to the City of Burlingame. to eliminate the discriminatory employment practices with constituted the violation found by the Fair Employment Practices Commission. 6. Upon receipt from any person ofa complaint of alleged discrimination under any city of Burlingame contract, the City of Burlingame Administrator shall ascertain u'hether probable cause for such complaint exists. Ifprobabte cause for the complaint is found, the Administrator shall request the City councit to hold a public hearing to determine the existence ofa discriminatory practice in violation of this contract. In addition to any other remedy or action provided by law ofthe terms of this contract. the Contractor agree! that, shouldihe Councii determine after a public hearing duly noticed to the Contractor tliat the Contractor has not complied with the nondiscriminatory employment practices provisions of this contract or has wiltfully violated such provisions, the City of Burlingame may' ivithout liability ofany kind, terminate. c;ncel, or suspend this contract, in whole or in.part. ln addition, upon such determination the Contractor shall, as a penalty to the City of Burlingame, forfeit a penalty of$25.00 for each calendar day. or portion_ thereof, for each person who was denied employment as a result ofsuch noncomplianie. Such monies shall be removed from the Contracto;. Tfie City of Burlingame may deduci any such penalties from any monies due the Contractor from the City of Burlingame. Page 23 of 60 CITY OF BURLINGAME, CALIFORNIA JANITORIAL SERVICES CERTIFICATION OF PAYMENT OF PREVAILING WAGE SCALE On behalfofthe bidder, the undersigned certifies that the Prevailing Wage Scale, as determined by the Director of Industrial Relations of the State of Califomia, as hereafter modified by the Department of Industrial Relations, will be the minimum paid to all janitors/cleaners working under the contract to be awarded under this bid process. Pursuant to section 1773 ofthe Labor Code, the general prevailing wage rates in the county, or counties, in which the work is to be done have been determined by the Director of the California Department of Industrial Relations. A copy of the correct determination will be posted at the job site. lt is understood that it is the responsibility ofthe bidder to determine the correct scale. The undersigned understands that weekly certified payrolls must be submitted for verification. BIDDER By: (Name and title of person making certification) Date Questions shall be addressed to:Department of Labor Relations Division of Labor Statistics and Research Prevailing Wage Unit 45 Fremont Street, Suite I 160 P. O. Box 420603 San Francisco, CA 94142-0603 Page 24 of 60 CITY OF BURLINGAME, CALIFORNIA JANITOzuAL SERVICES CERTIFICATION OF REQUIREMENT TO PAY WORKERS' COMPENSATION I am aware ofthe provisions of Section 3700 ofthe Labor Code that require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance ofthe work ofthis contract. BIDDER By: (Name and title of person making certification) Date Page 25 of 60 CITY OF BURLINGAME, CALIFORNIA JANITORIAL SERVICES BIDDER'S BOND KNOW ALL PERSONS BY THESE PRESENTS: as Principal, and as Surety, are ( held and firmly bound unto the City of Burlingame, a municipal corporation of the State of Califomia (hereinafter called "City") in the penal sum often percent (10%) ofthe total aggregate amount ofthe bid ofthe Principal above named, submitted by said Principal to the City for the work described below, for the payment of which sum in lawful money of the United States, well and truly to be made. we bind ourselves, our heirs, executors. administrators and successors, jointly and severally, firmly by these presents. In no case shalt the liability ofthe Surety hereunder exceed the sum of $) Dollars. The condition of this obligation is such that a bid to the City for certain janitorial services specifically described as follows, for which bids are to be opened on Tuesday, March 26, 2013, at2:00 p.m., has been submitted by Principal to City: Janitorial Services to the City of Burlingame' Califomia NOW THEREFORE, if the Principal is awarded the Contract and within the time and manner required under the Specifications, after the prescribed forms are presented to the Principal for signature. enters into a wri$;n contract, in the prescribed form. in accordance with the bid, and a bond with the City to guarantee payment for labor and materials as provided by law as well as files insurance certificates and equal employment opportunity documentation required under the bid, then this obligation shall be null and void; otherw'ise. it shall remain in full force' In rhe event suit is brought upon said bond by City, and judgment is recovered. the Surety shall pay all costs incurred by City in such suit, including a reasonable attomey's fee to be fixed by the Court. Page 26 of 60 That *e, IN WITNESS WHEREOF, we have hereunto set our hands and seals on this day of 2013. NOTE: Attach notary acknowledgement for signatures ofthose executing for Principal and Surety. eal) ) Page 27 of 60 CITY OF BURLINGAME, CALIFORNIA JANITORIAL SERVICES BOND FOR SECURITY OF LABORERS AND MATERIAL PERSONS WHEREAS, the City Council of the City of Burlingame, State of California, and (hereinafter designated as "Principal") have entered into an agreement whereby Principal agrees to install and mmplete certain designated pubricimprovements'whichsaidasreeHil;l"1tfl ","..a.o*a;a':t#li:*:l:i"*"' WHEREAS, under the terms of said agreement, Principal is required before entering upon the performance of the work, to file a good and sufficient payment bond with the City of Burlingame to secure the claims to which reference is made in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code of the State of Califomia. NOW, THEREFORE, said Principal and the undersigned as Corporate Surety, are held firmly bound unto the City of Burlingame and all Contractors, subcontractors, laborers, material persons and other persons employed in the performance of the aforesaid agreement and referred to in the aforesaid Civil Code in the sum of - dollars ($-), for materials fumished or labor thereon of any kind, or for amounts due under the Unemployment lnsurance Act with respect to such work or labor, that said surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attomey's fees, incurred by the City in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered. It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 15 (commencing with section 3082) of Part 4 of Division 3 of the civil code, so as to give a right of action to them or their assigns in any suit brought upon this bond. Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect. The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of said agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension, alteration or addition. Page 28 of 60 lN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on 2013. PRINCIPAL SURETY By: Address NOTE: Aftach notary acknowledgement for signatures of those executing for Principal and Surety Page 29 of 60 THIS AGREEMENT, made in duplicate and entered into in the City of Burlingame. County of San Mateo, State of California on _,by and between the CITY OF BURLINGAME. a municipal corporation, hereinafter called "City", and - hereinafter called "Contractor," WITNESSETH WHEREAS. City has taken appropriate proceedings to authorize construction of the public work and improvements herein provided for and to authorize execution of this Contract; and WHEREAS, pursuant to State law and City requirements, a notice was duly published for bids for the contract for the improvement hereinafter described; and WHEREAS. on after notice duly given, the City Council of Burlingame awarded the contract for the construction ofthe improvements hereinafter described to Contractor, which the Council found to be the awarded bidder for these improvements; and WHEREAS. City and Contractor desire to enter into this agreement for the construction of said improvements. NOW, THEREFORE, IT IS AGREED by the parties hereto as follows: l. Scope of work. Contractor shall perform the work described in those Specifications entitled: JANITORIAL SERVICES 2. The Con Documents The complete contract consists ofthe following documents: the Contract Documents, this Agreement, Notice Inviting Sealed Bids, the prevailing wage rates ofthe State of California applicable to this project by State law, the accepted Bid, and all bonds, and are hereinafter referred to as the Contract Documents. All rights and obligations of City and Contractor are fully set forth and described in the Contract Documents. All ofthe above described documents are intended to cooperate so that any work called for in one, and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in alI said documents. 3. Contract Price. The City shall pay, and the Contractor shall accept, in ful[, payment ofthe work above agreed to be done, the sum of dollars (S ). This price is determined by the unit prices contained in Contractor's Bid. In the event authorized work is performed or materials furnished in addition to those set forth in Contractor's Bid and the Specifications, such work and materials will be paid for at the unit prices therein contained. Said amount shall be paid in progress payments as provided in the Contract Documents. Page 30 of 60 SAMPLE AGREEMENT FOR JANITORIAL SERVICES 4. Provisions Cumulative. The provisions of this Agreement are cumulative and in addition to and not in limitation of any other rights or remedies available to the City. 5. Notices. All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid Notices required to be given to the City shall be addressed as follows: vtce versa. 7. Waiver or Amendment. No modification, waiver, mutual unless made in writing and the IN WITNESS (3) pages, including this Agreement, ha of CITY OF a By Approved as to form: City Attorney ATTEST: Rob Mallick Public Works Superintendent City of Burlingame, Public Works Corporation Yard l36l North Caroline Avenue Burlingame, Califomia 940 I 0 650-5s8-7670 Notices required to be given to Contractor shall be 6. Interpretation. As used herein, any gender includes the the s the plural and of this Agreement is effective of this Agreement, consisting ofthree for all purposes be deemed an original of hereinabove named on the day and year .'CONTRACTOR By City Clerk Page 3l of 60 addressed as tbllox-s: \\ and the Contractor- CITY OF BURLINGAME. CALIFORNIA JANITORIAL SERVICES I.I RESTRICTED PE RSONNEL No visitors, guests. pets, or companions other than bonded personnel will be permitted inside any City facility any time the facility is not open to the public at large, nor may such persons enter the areas not open to the public at large at any time. 1.2 .'NO SMOKING'' POLICY: The City of Burlingame has established a "No Smoking" policy stating that smoking shall not be permitted inside any City building or facility. Janitors and supervisors must comply with this ordinance- I.3 MEDIATION: Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties: in the absence ofan agreement, the parties shall each submit one name from mediators listed by the American Arbitration Association. the Peninsula Conflict Resolution Center, or other agreed-upon service. The mediator shall be selected by a "blindfolded" process. The cost ofmediation shall be bome equally bythe parties. Neither party shall be deemed the prevailing party. No party shall be permined to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties. 1.4 NONDISCRIMINATIO N POLICY: It is the policy ofthe City of Burlingame that all qualified persons are to be afforded equal opportunities of employment on any contract entered into with the City. t.5 BIDDER: In order to promote the policy declared above, the contract will be awarded only to such bidders as are determined to meet the required service. The bidder who offers to perform the work involved according to the Contract Documents for the least amount ofmoney; provided the bidder has the ability. capacity and, when necessary, the required State or other license. I.6 NOTICE TO OURCES OF EMPLOYEE REFERRALS: The successful bidder and each subcontractor will send to the State of California Employment Development Department and to each labor union, employment agency, and representative of workers with which he has a collective bargaining agreement or other contract or understanding and from which he expects employee referrals, a notice, as provided by the City, with a copy to the City, advising ofthe commitments under these specifications. Page 32 of 60 I.O GENERAL PROVISIONS t.7 1.8 LIABILITYINSURANCE: The Contractor shall provide and maintain: A.Commercial General Liability Insurance, occurrence form, with a limit of not less than $2,000,000 each occurrence. Ifsuch insurance contains a general aggregate limit. it shall apply separately to the Agreement or be no less than two (2) times the occurrence limit. Automobile Liability Insurance, occurrence form, with a limit of not less than $1,000,000 each occurrence. Such insurance shall include coverage for owned. hired. and non-owned automobiles. Workers Compensation in at least the minimum statutory limits General Provisions for all insurance. All insurance shall: With the exception of workers compensation insurance, include the City of Burlingame, its elected and appointed officers, employees, and volunteers as additional insureds with respect to the Agreement and the performance ofservices in the Agreement. The coverage shall contain no special limitations on the scope of its protection to the above-designated insureds. Be primary with respect to any insurance or self-insurance programs of City, its officers, employees, and volunteers. Be evidenced, prior to commencement ofservices, by properly executed policy endorsements in addition to a certificate of insurance. Upon execution of this Agreement, Contractor shall furnish the City with certificates of insurance and with original endorsements effecting coverage. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms approved by the City. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at anytime. A sample endorsement is provided for your reference (see page 35). No changes in insurance may be made without the written approval of the City Attomey's office. C D 2 J Page 33 of 60 POSTING NOTICE OF NONDISCRIMINATION IN EMPLOYMENT: Each successful bidder shall post on thejob site and in the field office or o{fices maintained by him, the notice provided by the City regarding Nondiscrimination in Employment. B. I 4. 5 Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days'prior w'ritten notice by certified mail. retum receipt requested. has been given to the City. Current certification ofsuch insurance shall be kept on file at all times during the term of this agreement with the City Clerk. Insurance is to be placed with insurers with a Best's rating ofno less than A-:VII. Contractor shalI include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all ofthe requirements stated herein. 6 7 Page 34 of 60 SAMPLE ENDORSEMENT FORM FOR COMMERCIAL GENERAL LIABILITY POLICYNUMBER:COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, ORCONTRACTORS (FORM This endorsement modifies insurance provided under the COMMERCIAL GENERAL Name of person or organization: (Ifno entry this endorsement will be shown in the Declarations as WHO IS to include as an insured the person or organization shown liability arising out of "your work" for that insured by or for Page 35 of 60 SCHEDULE I.9 HOLD TLq,RMLESS AND INDEMNITY PROVISION: To the fullest extent permitted by law, the Contractor shall save, keep and hold harmless indemnify and defend the City its officers. agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity, including but not limited to attomeys' fees, that may at any time arise, result from, related to, or be set up because ofdamages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by the work performed by the Contractor. or by any ofthe Contractor's officers, employees, or agents or any subcontractor, under this Agreement, or by the presence or activities conducted at the site ofthe work to be performed under this Agreement ofthe Contractor or any of the Contractor's officers, employees, or agents or any subcontractor. The duty to defend under this paragraph is wholly independent and separate from the duty to indemnifu, and the duty to defend exists regardless ofany ultimate liability ofthe Contractor. The duty to defend arises immediately upon presentation ofa claim by any party and written notice ofthe claim being provided to the Contractor. This paragraph shall not apply if the damage or injury is proximately caused by the sole negligence or willful misconduct ofthe City. its officers, agents, employees, or volunteers. I.IO ATTORNEYFEES: Attomey fees in amount not exceeding $85 per hour per attorney, and in total amount not exceeding $5,000, shall be recoverable as costs (that is, by the filing ofa cost bill) by the prevailing party in any action or actions to enforce the provisions of this contract. The above $5,000 limit is the total of attomey fees recoverable whether in the trial court, appellate court. or otherwise, and regardless of the number of attomeys, trials, appeals or actions. It is the intent that neither party to this contract shall have to pay the other more than $5,000 for attomey fees arising out ofan action. or actions, to enforce the provisions of this contract. The parties expect and hope there will be no litigation and that any differences will be resolved amicably. I.I2 PENALTIES Contractor shall incur a flat rate penalty fee of $ 100.00 to be deducted from subsequent contract monthly billing for any and each of the following incidents: Failure to perform contract, neglect, or oversight. Delay of more than two working days in completing services per City approved work schedule. FIat rate fee will accrue for every day beyond the five working day grace period. Assistant Facilities Superintendent shall be the solejudge ofany performance discrepancies and resulting penalties. a b Page 36 of 60 I.I I COSTADJUSTMENT: The City of Burlingame reserves the right to either increase or decrease the scope of work ofthe contract depending on the budget availability by no more or less than 25olo. I.I3 TERMINATION: Without cause, the City of Burlingame may terminate this contract at any time with thirty (30) days written notice to the Contractor. With cause, the City of Burlingame may terminate this contract at any time with ten (10) days written notice to the Contractor for significant failure to perform or other material breach ofcontract. This would include, without being limited to: (a) omission ofany daily task (as outlined in Section 2.18 Schedule of Work to be Performed) any successive days or 5 days a month or unsatisfactory performance over a 30-day period of time; (b) omission ofany weekly task twice in succession or unsatisfactory performance over a 30-day period of time; (c) omission ofany monthly task twice or unsatisfactory performance after being notified; (d) disregarding repeated requests from stafffor corrections in performance of work; and (e) violation of restricted personnel provisions in Section l.l on two occasions. The "Fidelity Bond" shall be for $100,000 to cover the bidder's employees against loss due to dishonesty, disappearance, or destruction. Before execution of the contract by the City, the Contractor shall file with the agency a surety bond satisfactory to the City for the purpose noted herein. The bond shall be duly executed by a responsible corporate Surety, authorized to issue such bonds in the State of Califomia and secured through an authorized agent with an office in Califomia. The Contractor shall pay all bond premiums, costs, and incidentals. The bond shall be signed by both the Contractor and Surety and the signature ofthe authorized agent ofthe Surety shall be notarized. I-I4 PREVAILIN G WAGES: Unless otherwise authorized in writing by the Ciry, Contractor shall comply with Labor Code Sections 177 4 and 1775. The current schedule of prevailing wage rates supplied by the State Department of Industrial Relations can be found at www.dir.ca.gov/OPRL/PWD/index.htm or by writing to the Department of Labor Relations (see page 24 for address). The City shall not supply copies ofthis schedule for posting on thejob site unless specifically requested to do so by the Contractor. If the Contractor intends to use a craft or classification not shown on the general prevailing wage determinations, it may be required to pay the wage rate ofthe craft or classification most closely related to it as shown in the general determinations effective at the time of the purchase order. Ifthe Contractor intends to use a craft or classification not shown, it shall notify the City at least five (5) working days before the execution ofthe purchase order. It is the Contractor's obligation to ensure that prevailing wages are paid on this project in conformance with State law and regulations. I.I5 CALIFORNIA LABOR CODE. S ECTION I060.1065: CHAPTER 4.5. DISPLACED JANITOR OPPO RTUNITY ACT: The Displaced Janitor Opportunity Act requires janitorial contractors and subcontractors that secure a new building service contract to continue employing thejanitors ofthe former contractor or subcontractor for a 60-day transition employment period. At the end of the 60-day transition employment period, the new contractor is required to provide a written evaluation of each janitor's job performance and to continue employing janitors whose performance has been satisfactory. The law applies to janitorial companies with at least 25 janitors. END OF GENERAL PROVISIONS Page 37 of 60 2.0 SPECIALPRO\'ISIONS 2.1 EXAMINATION OF THE SITES: The bidder shall examine carefully the site ofthe work contemplated and the bid and contract forms therefor. The submission ofa bid sha[[ be conclusive evidence that the bidder has investigated and is satisfied as to the conditions to be encountered, as to the character, quality and scope of work to be performed, the quantity of materials to be furnished and as to the requirements of the Contract Documents. The bidder represents that he or she is fully qualified to perform this examination and review. Ifthe bidder determines that any portion ofthe site or the Contract Documents present any interpretation problems ofany kind, the bidder shall note such a determination upon this bid form. Failure to note any such determination shall be conclusive evidence of acceptance by the bidder ofthe sufficiency ofthe Contract Documents. 2.2 WORK SCHEDULES: Janitorial work is generally to be performed during "off hours" to minimize interference with normal building use. The Janitorial Contractor will provide twenty-four (24) hour emergency response service seven days a week. Contractor shall respond to the work site $'ithin 2 hours of emergency request notifi cation. 2.3 CONTRACTSUPERVISION: A Contractor Supervisor will inspect the contract work at least once per week and determine if quality ofstandards are being met. This supervisor is to be designated by the Contractor to work closely with facility managers at each building. The Assistant Facilities Superintendent will provide a list ofsuch managers to the Contractor. The company supervisor is to inspect the work not less than once a week at a designated time and communicate with each facility manager not less than every two weeks. All supervisory personnel shall have the ability to communicate effectively in the English language. 2.4 STAFFNG: Contractor shall guarantee that all employees shall be satisfactory to City facility management. 2.5 CONFERENC E PRIOR TO START OF WORK: After the contract is awarded, the Janitorial Contractor, or his designated representative and his employees who will be doing thejanitorial work, shall attend the Conference for the purpose of reviewing the specifi cations. 2.6 UALIFICATIONS OF EMP The City of Burlingame may require removal from janitorial work or supervision, those Contractor employees, which it deems incompetent, careless or otherwise objectionable to the public interest. The Contractor shall provide at the commencement ofthe contract a complete list ofall employees assigned to perform the contract work. All ofthe Contractor's employees will be required to wear a company uniform, identifying Contractor and employee, and shall carry proper visible identification on their person at all times. Contractor will provide names of employees who will be working at City sites. Contractor shall notify the facility manager at each service location or his/her representative immediately in writing of all changes in contract personnel by submitting name and address ofemployee and effective date of employment or termination. Upon written notice by a City employee that the conduct ofany Contractor's Page 38 of 60 personnel is detrimental to the best interests ofthe public or City, Contractor shall take appropriate action and fumish evidence satisfactory to a City employee ofthe timely correction ofsuch deficiency. When in the opinion ofthe City, an employee constitutes a security risk, his/her employment on the contract will be denied. 2.7 SUPPLIES & E OIJIPMENT: The Contractor shall furnish and keep in good working order all necessary tools and equipment such as, but not limited to cleaners, mops, brooms, buffers, ladders, hoses, vacuums, etc., and the City may purchase supplies such as, but not limited to, paper and sanitary supplies, liquid hand soap; hair & body shampoo; urinal screens, waste can liners and batteries from the Contractor. All supplies and/or equipment used by the Contractor must be approved by the Public Works Assistant Facilities Superintendent, or his designee. The City may request a change ofproducts to obtain a more satisfactory appearance, odor or other improvement. Any non-complying equipment or supplies shall be changed out at the request ofthe Supervisor or his designee. Contractor shall fitl all restroom dispensers daily. Janitorial closets areas shall be kept clean and free ofdebris and odor at all times. All supplies and equipment shall be sorted in a neat and orderly manner and in such a way as to prevent injury to City or Contractor's employees. An equipment inventory is to be kept with the Contractor's on-site supervisor. All products used by the Contractor shall meet all EPA and Cal OSFIA standards. The City will not be held liable for contractor's failure to comply rvith these requirements. All products/chemicals will have proper identifying labels affixed to them as well as secondary containers (i.e., spray bottles). Any chemical used in the performance ofthe contract work shall have the appropriate Material Safety Data Sheet in a labeled safety finder in each area/closet in which they are stored. Ifthe City purchases janitorial supplies from the Contractor, the Contractor shall supply to the City an itemized expenditure report for the actual monthly costs for supplies used for each facility. Contractor and City shall meet two (2) times annually to review such supply cost. Should the actual cost vary significantly from the City's estimated monthly cost, the contract administrator shall negotiate to make equitable adjustments in such situations. 2.8 STORAGE: All supplies and equipment will be stored at site by the Contractor in a neat and orderly manner in locked janitorial closets which are to be kept as clean as any other portion ofthe building for City work only. All cleaning agents shall be clearly labeled. Any hazardous material stored at City sites must be approved by writing by the Assistant Facilities Superintendent. Page 39 of 60 The Contractor shall assign only employees with cleared Live Scan background results to perform daily janitorial work or supervision at all City facilities. Contractor must use City issued Live Scan forms. 2.9 COMMUNICATIONS: The Contractor shall provide a telephone number for urgent/emergency requests and an email address to communicate non urgent requests. Contractor shall respond within 15 minutes by phone for urgent/emergency requests. 2.10 SUPERVISION: The Contractor will assign a supervisor to provide a minimum of three (3) site visits per week during all scheduled cleaning hours. This janitorial supervisor will be required to speak, read and understand English. A weekly janitorial supervisor's report shall be emailed to City's Assistant Facilities Superintendent or his designee noting any building deficiencies needing correction. Site supervisor shall carry a cell phone or pager by which the City staff will be able to communicate with him,/her. The Contractor shall provide a list of all employees, assigned to each work site. The list shall include name, site and the employee's work schedule. 2.II INSPECTION OF PREMISES: The Contractor shall inform each employee that the employee shall be required to sign a "Verification of Services Performed Log" each day after work is completed and record the start and end time oftheir work each day. This logwill be located at each service location. The supervisor shall inspect and rate the level ofservice performed during his or her site visits. The log shall be posted at all times. The Contractor shall provide and install a time clock for the janitors to use if the city deems necessary. Page 40 of60 2.12 CLEANINGOUALITY REOUIREMENTS: Services performed under this contract shall meet Section 2.18. First quality cleaning and provision ofrestroom supplies will be required. Careless performance ofthe contract work will not be tolerated. Unsatisfactory work will be called to the attention ofthe Contractor and shall be required to correct the work deficiencies within four (4) hours and improve the overall work results to the satisfaction ofthe facility manager or his/her representative. Contractor shall respond to the work site within (l ) hour should unsatisfactory work cause an unsafe condition as determined by the City. Failure by the Contractor to comply with such requests &'ill result in a penalty of $ 100 per occurrence and cost charged by others to perform the corrective work and may result in termination of the contract. Notification of unsatisfactory work shall be deemed given as soon as City leaves telephone or fax message notifying Contractor of unsatisfactory work. Contractor shall provide telephone and fax numbers for this purpose. 2.13 SECURITY: All areas shall be locked and the lights tumed offwhen cleaning in each area has been completed. Security lights (as directed) shall be tumed on prior to leaving the facility. Keys required by the Contractor will be fumished by the City to designated Contractor employees on a custody receipt and shall be returned to the City on demand. Any loss ofkeys must be reported to the City representative immediately. Building keys are to be made only by the City. A lost or stolen building key willjeopardize the security ofthat particular City facility and the Contractor shall be completely responsible for all cost incurred by the City in re-keying the lock system. Contractor is advised that this process could be very costly. Security systems (where installed) shall be properly disarmed and armed each time after-hours access is made. All exiting doors are to remain locked while the Contractor is in the space, except for designated doors to remain open for meetings. Do not block open occupant or exterior doors for any reason. Close and lock any exterior windows. Contractor will be charged for false alarms due to buildings left unsecured. 2.14 CLEANING SC HEDULES: The successful Contractor will be required to furnish to each facility manager (or his/her representative) a yearly work schedule(s). Please refer to the "Schedule of Work to be Performed" and ''Special Building Provisions" on pages 43-60. 2.15 ING HOURS AND HOLI Cleaning hours: l. QjgHa!! is to be provided (5) days per week; Monday to Friday between the hours of 6 pm to 6 am. 2. Main Librarv is to be provided (5) days per week; Monday to Friday between the hours of l0 pm to 6 am. 3. Easton Library is to be provided (3) days per week; Monday, Wednesday and Friday between the hours of l0 pm to 6 am. 4. Fire Station 36 is to be provided (3) days per week; Monday, Wednesday and Friday between the hours of6 pm to 6 am. 5. Recreation Center is to be provided seven (7) days per week between the hours of l0 pm to 6 am. 6. Donnellv Garase is to be provided (3) days per week; Monday, Wednesday and Friday bet$'een the hours of 6 pm to 6 am. 7. Public Works Co rn Yard is to be provided (5) days per week; Monday to Friday between the hours of 6 pm to 6 am 8. Police Station is to be provided (6) days per week; Monday to Friday between the hours of 6 pm to 6 am. Sunday between the hours of 8 am to 8 pm 9. Villase Park Da ca re is to be provided (5) days per week; Monday to Friday between the hours of 4 pm to 6 am. t0 . Parks Coro Yard is to be provided (l) day per week on Thursday between the hours of 6pmto6am. The Contractor shall make himself/herself aware of current meeting schedules, holidays and other work routines within the facility and conduct his work in such a manner as to cause no interference with the execution of City business. Page 4l of 60 Holidavs: There are eleven (l l) City holidays on which the Contractor may need to provide service to City facilities, upon request from the Assistant Facilities Superintendent. Contractor shall list an hourly rate per person for holiday work, if required. Public Works Corp Yard observes one additional holiday Admissions Day. (Usually on September 9) HOLIDAYS New Year's Day N{artin Lurher King, Jr's Birthday Presidents'Dav Memorial Day lndependence Day Labor Dav Columbus Day Veteran's Day Thanksgiving Day Day after Thanksgiving Christmas Day Admissions Day (PW Corp Yard only) 2.16 RECYCLABLEMATERIALS: The Contractor will be required to collect recyclable materials separated by staff. The Contractor shall keep recyclable materials separated and consolidate those materials into the appropriate containers for that facility. The recycled materials that will be collected and handled separately will include Mixed Paper, Cardboard, Recyclable Cans and Bottles, and Other Materials as designated by the City. There shall be no cross contamination of separated recyclable materials by the Contractor nor shall these recyclable materials be discarded as trash. Cardboard Boxes will be broken down by the Contractor when left in designated areas and will be handled and consolidated as Mixed Paper. The Contractor understands that there may be changes, additions or even reductions to the number ofcategories or handling ofrecyclable materials, due to the availability ofnew recycling or more consolidated recycling opportunities. The following recycling issues will be reported to the appropriate city staff person by the contract supervisor: Contamination: recycling bins that are consistently contaminated with garbage or inappropriate materials for that container. Recyclables in Garbage: garbage cans that are consistently rich in recyclable paper, bottles, cans or cardboard. Disrepair: disrepair of recycling bins affecting the proper handling of recyclables. Insufticient Capacity: recycling bins that are consistently overflowing or unable to handle the load of materials. Non-Participation: evidence that common recycling practices are being ignored in specific areas or by specific employees. 2.17 DEFINITIONS: Prestiqe service requires regularly scheduled cleaning ofsurfaces regardless ofwhether dirt is visible. Examples include daily cleaning of counters and regular vacuuming of carpeted areas. g of visible dirt from surfaces.Basic service entails the cleanin Page 42 of 60 Floor Coverinss: Floor coverings vary in each building. They may include. but not be limited to: carpet, vinyl, tenazzo, ceramic tile, concrete, and wood floor coverings. The Contractor shall be responsible for performing the prescribed and appropriate cleaning method for each type of floor covering. A Double mop system shall be used. Restroom mops shall be different from all other areas. Carpeted Floors and Floor Mats: Vacuum c arpets with an industrial grade vacuum. Vacuum the entire carpeted area, including under chairs, tables. around furniture legs and other easily moved items. Retum moved items to their original position. Pick up staples and other hard to remove items by hand if necessary. Vacuum hard to reach areas such as behind desks and fumiture as needed. The carpet shall be free of visible dirt, litter, and soil. Inspect carpet for spots and remove immediately. Remove spots with an appropriate industrial grade spot removing solution using the manufacturer's recommended techniques. Carpet spots are dirty spots on the carpet that are less than one (l) square foot in size. Report any tears, bums or unraveling to the Assistant Facilities Superintendent. Clean and extract all carpets as specified in contract with approved equipment and materials. Follow manufacturer's recommendations for proper cleaning procedures. Provide 48 hours notice to City representative prior to performing this service at each location. City approval of work schedule must be received before proceeding. z.t8 SCHEDULE OF WORK TO BE PE RFORMED The following services shall be performed in all buildings. All equipment and materials shall be used per manufacturer's directions for each application. See the "building provisions" listed under each building for additional specifications which are specific to each site and may include or vary from these services. (Continued on next page) Page 43 of 60 FrequencyGeneral Guidelines YrlvDlvWklyNlthlvQrtlyService Description xKeep all doors locked while cleaning xLock all doors and leave only designated lights on (when exiting) xKeep custodial closets neat and orderly xGather trash and recycling and place in specific dumpsters xKeep receptacles clean and replace soiled liners \Clean lobby door glass inside and out xClean all lobby entry way and exterior mats xClean and sanitize receptionist countertops and work areas xWipe down and sanitize drinking fountains xClean stairwells xSpot clean all glass xClean and sanitize door hardware and frames inside and out xSpot clean fingerprints on light switches and doors xClean, dust, and align fumiture xReport any occurrence that may be out ofthe ordinary xClean and dust A/V equipment xDust behind compulers and under keyboards xSpot clean high traffrc area carpets xWipe and sanitize handrails \Clean elevator cabs and doors xVacuum lobby carpet IClean and polish door kick plates and thresholds xDust all cleared work surfaces and lorv partition walls xRemove cobwebs xSrveep patios \High dust all cleared horizontal surfaces xDetail dust window ledges, blinds, picture frames & moldings xClean lobby rvindows interior and exterior Clean window ledges and partitions xClean and dust all overhead HVAC vents \ xVacuum lobby upholstered fumiture II CITY OF BURLINGAME, CALIFORNIA JANITORIAL SERVICES Continued on next page Page 44 of 60 2.18 SCHEDULE OF WORK TO BE PERFORMED (cont.) DIY = Put,, Wkly = Weekly Mthly = Monthly Qrtly = Quarterly Yrly = Yearly \ Clean baseboards m T - ffi tttt ttl ffi [---r----f l ------r----- I ttt ] t-r tT I ---T_ l ---T 1 I I It- CITY OF BURLINGAME. CALIFORNIA JANITORIAL SERVICES 2.I8 SCHEDULE OF WORK TO BE PERFORMED (cont.) Dly = Daily Wkly = Weekly Mthly = Monthly Qrtly = Quarterly Yrly = Yearly ++ Prestige service requires regularly scheduled cleaning of surfaces regardless ofrvhether dirt is visible. Examples include daily cleaning ofcounters and regular vacuuming of carpeted areas. See Section 2.17 for additional information. Continued on next page Restrooms/ Showers/Holding C€lls (Prestige service**) Frequency Sen'ice Description DIv Wklv Mthlv Qrtly Yrlv Clean and sanitize all dispensers and receptacles x Empq, clean, and disinfect sanitary napkin receptacles x Fill all dispensers Clean and sanitize all fixtures, toilets and urinals x Clean and polish mirrors x Clean and sanitize all partitions doom, partitions and vanity surfaces x Clean and sanitize all floor and mats x Clean and disinfect showers x Clean and disinfect walls x Clean and flush floor and shower drains with hot water x Clean rvalls and exterior of lockers \ Clean and polish all doors and hardware \ Machine scrub all shower and restroom floors x Detail clean grout lines in shower walls x Kitchens/Break Rooms/Classrooms (Prestige service**) Frequency Sen'ice Description DIv Wklv IIthh'Qrtlv Yrlv Clean and sanitize counter tops, sinks, tables, microwaves, cook tops, cabinet handles, refrigerator handles x Clean cabinet doors and Replenish supplies x Wipe dorvn interior of refrigerator Page 45 of 60 ffi tlt----r--------T_----t-----T----lft-----T---t t-----T----l I Hard Floor Care Frequency Sen'ice Description Dlr'Wklv MthlY Qrtly Yrlv Sweep, dust mop and/or damp mop all hard floor surfaces x Sweep, damp mop & disinfect all restroom and shower floors x Hardwood floors -Sweep and damp mop x Rec Center Dance Studio and Auditorium Hardwood floors - strip and wax 2x Machine scrub all tile floors x Strip and wax VCT areas 2x CITY OF BURLINGAME, CALIFORNIA JANITORIAL SERVICES 2.I8 SCHEDULE OF WO RK TO BE PERFORMED (cont.) Utilitv Services Frequency Service Description Dlv Wklv NIthh,Qrtlv Yrlv Wash all interior perimeter glass \ Wash all exterior perimeter glass x Dly = Pu11, Wkly = Weekly Mthly = Monthly Qrtly = Quarterly Yrly = Yearly END OF SPECIAL PROVISIONS Carpet Floor Care Frequency Service Description Dly Wklv Mthlr'Qrtlv Yrlv Vacuum Village Park Daycare and Rec Center carpeted meeting rooms x Spot clean high traffic area carpets x Vacuum all carpet x Spot clean all other carpet x Detail vacuum edges, under desks and around fumiture x Shampoo and extract carpets x Shampoo and extract carpets at the Rec Center teen room and meeting rooms, all carpet at Village Park Daycare and Police Station break room. reports room and Dispatch Page 46 of 60 =---l == m tt [-r---tru ---_] f---r---l I 3.0 SPECIAL BUILDING PRO VISIONS: These Special Building Provisions supplement the Special Provisions. All unit measures listed in all sections are estimates only. City Hall houses the administrative offices in a two-story structure. The facility includes a Council Chamber for public meetings and two smaller Conference Rooms (A and B). o Gross area: 26,000 sq. ft. o Floor covering: Approx. 14,033 sq. ft. ofcarpet and 6,140 sq. ft. ofhard surface. o Space to be maintained: Approx. 20,209 sq. ft. and is comprised ofthe following: City Hall continued on next page. AREA SQUARE FEET TYPE COMMENTS Entryways (3)540 Aggregate Concrete 6 glass doors, l4 windows Lobby 729 Carpet General Office Area First floor Second floor 4,860 4,860 Carpet Carpet Private restroom in City Manager's office (sink & toilet) Meeting Rooms CounciI Chambers Caucus Room Conference Room A Conference Room B 2,430 270 384 216 Carpet Carpet Carpet Carpet Auditorium Restroom ( I sink & toilet) 6 tables; 25 chairs; coffee pots I table: 8 chairs Restrooms First Floor (3) Wmn's Lounge Area Second Floor J): 32 2t6 6 sinks, 5 toilets, I urinals Couch and tables 4 sinks, 4 toilets,2 urinals Lunchroom / Breakroom 288 4 tables; l2 chairs Appliances: sink, refrigerator, microwave, coffee maker 2t6 36 4,800 Carpet Linoleum Carpet Concrete Page 47 of 60 3.1 CITY HALL.50l Primrose Road Tile / Carpet Carpet Tile Vinyl Other Areas: Mail room Stairs Elevator Garage 30 Stairs, 8 landings Sweeping I 2. 3 CITY HALL.50l Primrose Road (cont.) BUILDING PROVISIONS: Council member signs need to be removed and stored at the proper locations on council meeting nights. Security: - The exterior doors at the City Hall complex will automatically lock at 5 p.m. - Tum lights on only when working in areas, then tum offbefore leaving. - Keep all department main doors locked when area has been completed. Parking Garages: - Gather waste from all trash cans, place in specific dumpsters (Daily) - Clean elevator cabs and doors, polish inside and out (Daily) - Inspect and pickup debris (Weekly) - Remove cobwebs (Quarterly) - Sweep parking garage (Quarterly) Page 48 of 60 3.2 MAIN LIBRARY.4SO PRIMROSE ROAD The main library is a three-story structure consisting of administrative offices, an atrium, conference room, and meeting room. r Gross area: 45,000 sq. ft. o Floor covering: Approx. 28,000 sq. ft. of carpet and 4,679 sq. ft. of hard surface' . Space to be maintained: Approx. 33,414 sq. ft. and is comprised ofthe following: Main library continued on next page. AREA TYPE Entryways (l)3.212 Ceramic Tile 2 doors I't Floor (ML) Circulation Desk Reference Children's Admin 210 154 9l Cork floor Cork floor Cork Floor O{Iice Areas Lower level (LL) (2) Main level (ML) (2) Upper level (UL) 162 570 3,504 Carpet Carpet Carpet Main Administration Floor Meeting Rooms Lane Community Board Room 1,344 448 Carpet Carpet Hallways 1,156 Carpet Restrooms (7) Lower Level (2) Main Level (3) Upper Level (2) 324 360 128 Ceramic Tile Ceramic Tile Ceramic Tile 3 sinks. 4 toilets,2 urinal 5 sinks. 6 toilets,2 urinal 4 sinks. 4 toilets,2 urinal Stairways (3) Main Staircase Back of House Stairwells Ceramic Tile Resilient Flooring Concrete 5 landings, 6 sets of stairs between landings Resilient Flooring Carpet Public Areas Lower level Main level Upper level 7,662 9,926 4,063 Carpet Carpet Carpet Patrons daily Windows ( 172) Wooden blinds (46) Mini-Blinds (63) Page 49 of 60 SQUARE FEET COMMENTS Staff Elevator Public Elevator 50 50 Includes l2 Patio Doors Public Areas Administration Areas a a a MAIN LIBRARY.4 PRIMROSE ROAD (cont.) Provide detail step by step schedule of daily cleaning. Keep all toilet seats down after cleaning. Wipe and sanitize all public tables, study stations and internet stations daily (desk and keyboards). Provide time clock forjanitors to clock in and clock out. Services !g[ required (unless requested & approved): - vacuuming - cleaning of kitchen/break room/ administration offices - emptying garbage and recycling for offices & kitchen/break room Dusting: - dusting oftops ofbook shelves and wooden blinds throughout facility including administration office areas shall be dusted once a month Storage of Equipment: - any and all equipment kept on property must be marked with company name and kept in designated room (s) in a clean working order Damp mop ceramic tile on all levels on a weekly basis. This may require more frequency in winter months/rainy weather. Sweep public and employee terrace (2) every Monday and as needed to keep terraces clear of leaves. Elevators: wipe down all walls/panels. Check and clean the Lane Community Room as needed. Front porch, empty trash daily and sweep every Monday. I Page 50 of 60 BI JII-DING PROVISIONS: 2. J. 4. 5. 6. 7 8 The Easton branch library is a one story structure consisting of two restrooms. an administrative office and an open area with tables, computer terminals and book shelves. o Gross area: 2,500 sq. ft. o Floor covering: Approx. 700 sq. ft. ofcarpet, 1,400 hardwood, and 400 ceramic tile. . Space to be maintained: Approx. 2,500 sq. ft. and is comprised of the following: BUILDING PROVISIONS: I . Clean hardwood floor with BONA or equivalent. AREA SQUARE FEET TYPE COMMENTS Entryruay ( I )50 Carpet 2 glass doors Main Room I.100 Wood 476 Carpet Lion's Den Carpet Secret Carden 130 Colored Concrete Restrooms (2)600 Tile 2 urinals.2 toilets. 2 sinks Olfice 120 Carpet Windows ( l4)2 doors with lit panes Page 5l of 60 3.3 EASTON LIBRARY. 1800 Easton Drive Children's 100 3.4 FIRE STATION 36. 1399 Rollins Roae! Fire Station 36 houses the administrative offices ofthe Central County Fire Department. Leave only designated lights on. Keep areas behind computers and under keyboards dust free. AREA SQUARE FEET TYPE COMMENTS Entryway / reception I l0 Carpet I Glass door Office area Meeting rooms (2) Restrooms (4) Office Trailer 5 I 00 800 Carpet Carpet Tile / Linoleum Carpet / Linoleum Break area with I sink 4 toilet, 5 sink, 3 showers I toilet, I sink Hallway 190 Carpet Windows (32 ) Page 52 of 60 o Gross area: 8,906 sq. ft. o Floor covering: Approx.5400 sq. ft. ofcarpet and 800 sq. ft. ofhard surface. o Space to be maintained: Approx. 6,200 sq. ft. including trailer offices and is comprised of the following: BUILDING PROVISIONS: l. 2. 3.5 RECREATION CENTER.85O BURLINGAME AVENUE The Recreation Center is a recreational and social center for the City of Burlingame. It is a one- story building consisting of administrative offices, an auditorium, a dance studio, activity rooms, meeting rooms, a courtyard, and a conference room. Recreation Center continued on next page. AREA SQUARE FEET TYPE COMMENTS Entryways (21)564 4 glass doors I drinking fountain Reception 455 Carpet Office Area 2,300 Carpet Lunch area (sink & and cook top) Meeting Rooms: Socia[ Room Auditorium Studio Craft Room Art Room Lounge I Lounge 2 Senior Lounge Computer Room I,152 3,000 300 828 812 810 1,269 150 322 Carpet Hardwood Carpet Tenazzo Tenazzo Terrazzo Tenazzo Carpet Carpet Storage Closet Mop / Storage Closet 2 sinks 2 sinks I bathroom Tables & Chairs Tables & Chairs Hallwavs 2,079 Tenazzo Restrooms (5)600 Tile 8 sinks, l0 toilets, 2urinals Kitchen Tenazzo Stove with 2 ovens, I refrigerator, 3 sinks, counters. table. microwave Other Areas: Teen Center Dance Studio Court yard Misc. Offices Table Storage s00 882 384 700 300 Carpet Hardwood Concrete Carpet Concrete Mainly used in summer time l1 mirrors Sweep Patio door area Coordinators & Supervisors Sweep & litter pick up Windows (91 )Includes patio doors Page 53 of 60 o Gross area: 24,000 sq. ft.o Floor covering: Approx. 6,293 sq. ft. ofcarpeting and 15,787 sq. ft. of hard surface. r Space to be maintained: Approx. 22,080 sq. ft. and is comprised of the following: RECREATION CENTER.85 O BURLINGAME AVENUE (c ont.) An automatic floor scrubber shall be used to clean hard floors nightly. Carpet: - Weekend service does 4! require carpets to be vacuumed in admin areas. - Weekend service for meeting rooms only require vacuuming in meeting rooms used. Please refer to bulletin board for schedule. - Shampoo and extract carpet in meeting rooms and Teen Center twice a year. Hardwood floor: - Strip and wax auditorium and dance studio floor twice a year. Dust baseboards in Auditorium. Spot clean walls in Auditorium as needed. J 4 5 Page 54 of 60 l. 2. BUILDNC PROVISIONS: 3.6 DONNELLY GARAGE 4OO DONNELLY STREET The structure is a two-story public parking garage located behind the Main Library. It has one elevator and the interior ofthe elevator has vinyl flooring, Formica panels and stainless casings. BUILDING PROVISIONS: Sweep floor outside the elevator l0 feet in any direction. Damp mop elevator floor with disinfectant cleaner. Wipe down elevator doors, walls and buttons with disinfectant cleaner daily. Pickup trash around entire parking lot every Monday night Sweep leaves and remove cobwebs once a quarter Report any bumt out light bulbs or vandalism to the Assistant Facilities Superintendent. Parking Garage: - Gather waste from all trash cans, place in specific dumpsters (Daily) - Clean elevator cabs and doors, polish inside and out (Daily) - Inspect and pickup debris (Weekly) - Remove cobwebs (Quarterly) - Sweep parking garage (Quarterly) I 2 3 4 5 6 7 AREA SQUARE FEET TYPE COMMENTS N/A N/A N/A Page 55 of 60 o Gross area: 55,200 sq. ft. (gross sq. footage ofelevator is 32 sq. ft.) o Floor covering: N/A . Space to be maintained: 55,200 N/A 3.7 PUBLIC WORKS CORPORA,TION YARI)I36I N. CAROLAN AVE The Public Works Corporation Yard houses the administrative offices of the Public Works Maintenance Division. The facility consists oftwo separate buildings: a two-story facility which houses the majority of administrative employees, and a single story facility which houses the Auto Shop and Facilities Maintenance. The facility includes a locker area and lunchrooms. o Cross area: 43,000 sq. ft. o Floor covering: Approx.4,378 sq. ft. ofcarpet and 6,376 sq. ft. of hard surface. o Space to be maintained: Approx. 10,754 sq. ft. and is comprised ofthe following: Public Works Corporation Yard continued on next page. AREA SQUARE FEET TYPE COMMENTS Entrlvay 204 Linoleum 2 glass doors / Buildine A Office Areas Bld. A, First floor Bld. A. Second floor Bld. A, Second floor Building B Building B 200 2,528 I,580 462 4s4 Linoleum/VCT Carpet Vinyl (VCT) Carpet Vinyl (VCT) Water shop office with I sink Conference Rms- Small Conference Large Conference Carpet Carpet Building A, Second floor I sink Hallu'av 472 Linoleum Restrooms (4) Bld. A (2) Bld. B (2) ll6 56 Ceramic Tile Ceramic Tile 2 sink. 2 toilet, 2 urinal 2 sinks, 2 toilets, I shower Staircase Linoleum Training Room. Lunchroom. Kitchen 900 Linoleum / Carpet Refrigerators, Microwave, Cook top & Oven, sink, tables and chairs Locker Rooms /Restroom Men's & Women's r.400 Ceramic Tile showers (5), toilets (4), urinals (3). sinks (4) Fitness Room 550 Carpet Other Areas: Mud Room Uniform Room 120 200 Ceramic Tile Linoleum Washer & Dryer Windows ( 102 ) Page 56 of 60 140 448 3.7 PUBLIC WORKS CORPORATION YARD. l36l N. CAROLAN AVE. (cont.) BUILDNG PROVISIONS: Work shop areas are not included in scope. Auto shop hand washing sink area is included in scope. Locker Room: Pick up clothes hangers and place in holder daily. Fitness Room: - Sweep, dust mop and/or damp mop all hard floor surfaces (Daily) - Spot clean window and mirror glass (prints & smudges) @aily)- Fill all dispensers (Daily) - Fully clean all mirrors (Monthly) l. 2. -). 4. Page 57 of 60 The Police Station is a one-story structure consisting of administrative offices, conference rooms, training room andjail cells. The Police Station operates 7 days a week. 24 hours per day. o Gross area: 23,500 sq. ft. o Floor covering: Approx.2,600 ceramic tile, 5,600 carpet,300 linoleum, and 7.000 concrete. . Space to be maintained: Approx. 16,000 sq. ft. and is comprised of the following: AREA SQUARE FEET TYPE COMMENTS Entryway (l)500 Ceramic Tile 2 doors Admin./ Dispatch 800 Carpet Office Areas 4,000 800 Concrete Hallwavs 800 Carpet Public Restrooms (2)900 Ceramic Tile 2 toilets,2 sinks, I urinal Locker Rooms (2)1.200 Ceramic Tile 5 sinks,5 toilets. 4 showers, 2 urinals Fitness Room / Weight Room 500 Rubber Mats Lunchroom 300 Linoleum I sink, microwave, refrigerator Stairways (2)200 Concrete Windows (38) Carage 6,000 Concrete BUILDING PROVISIONS: l. Holding cell area ifoccupied must be cleared by police personnel before janitorial employee(s) enter. 2. lnspect and pickup debris in underground parking garage and outside parking lot every Sunday. 3. Clean & extract carpet in Dispatch, break room and reports room semi-annually. 4. Clean front office and dispatch windows daily. 5. DO NOT EMPTY the paper recycling boxes as paper must be shredded by PD staff 6. Dust behind computer monitors in Dispatch weekly. 7. Parking Garage: - Gather waste from all trash cans, place in specific dumpsters (Daily) - Clean elevator cabs and doors, polish inside and out (Daily) - lnspect and pickup debris (Weekly) - Remove cobwebs (Quarterly) - Sweep parking garage (Quarterly) 8. Fitness Rooms: - Sweep, dust mop and/or damp mop all hard floor surfaces (Daily) - Spot clean window and mirror glass (prints & smudges) (Daily) - Fill all dispensers @aily)- Fully clean all mirors (Monthly) i.8 POLICE STATION. lttt Trousdale Drive Carpet Jail Cells 3 sink/toilet fixtures. I shower Page 58 of 60 Village Park is a Day Care Center. It is a one-story building with two activity rooms and a kitchen. o Gross area: Approx.2,000 square feet. o Floor covering: Approx. 300 sq. ft. ofcarpeting and 1,400 square feet of hard surface. . Space to be maintained: Approx. I ,700 sq. ft. and is comprised of the following: This facility is a daycare center. Prestige service is required. Columbus Day is not a holiday observed; school is open and will require cleaning Additional holidays that do not require cleaning: o Day before and after Thanksgiving o Last week of December and first week ofJanuary o Week of President's Day o Spring Break week (in April). o One week in June (usually 2nd week) Must use environmental safe chemicals (green seal certified). Wipe down and sanitize tables on a daily bases. Place chairs on tables, sweep, mop floors and vacuum carpet. Replace tables and chairs to default positions. Clean refrigerator, oven and microwave on a monthly basis. Clean and sanitize all door handles and switches daily. Remove cob webs weekly at all exterior entryways (5) Spot clean carpet as needed. Vacuum and mop daily. I 2 J 4 5 6 7 8 AREA TYPE COMMENTS Entryways (l )tt2 Linoleum 2 glass doors & windows Activity Rooms (2)I,350 Carpet / Linoleum Tables. Chairs, Counters with sinks Kitchen tt2 Linoleum Refrigerator, stove with oven. microwave- counters and sink Restrooms (3)136 Linoleum 3 sinks. 3 toilets Windows (16 )Includes doors Page 59 of 60 3.9 VILLAGE PARK. I5]5 CALIFORNIA DRIVE BUILDINC PROVISIONS: SQUARE FEET 3.10 PARIG CORP YARD.420 Carolan Ave The Parks Corp Yard houses the Parks Departments maintenance shop, lunch room, locker room and two restrooms, one with a shower. o Gross area: N/A o Floor covering: Approx. 650 sq. ft. linoleum . Space to be maintained: Approx. 500 sq. ft. and is comprised ofthe following: BUILDING PROVISIONS: l. Cleaning on Thursday nights only. END OF SPECIAL BUILDING PROVISIONS AREA COMMENTS Restroom (2)200 Linoleum 2 toilets, 2 sinks, I shower, 2 urinals Locker rooms 100 Linoleum KitcheniBreak room 350 Linoleum 1 sink. I microwave, I cook top, 1 refrigerator Windows (10 ) Page 60 of 60 SQUARE FEET TYPE Original A JANITORIAL SERVICES PROPOSAL FOR THE CITY OF BURLINGAME Due: 26 March 2013 by 2:00 P.M. PRESENTED BY HUES UNIVEBSAL BUILOING SERVICES BURL EXHiBIT B il]I CITY OF BIJRLINGAME, CALIFORNIA JANITORIAL SERITCES BIDIORM TO THE CITY OF BIIRLINGAME, CALIFORNIA: Pursuant to frre foregoing Bid and Notice to Confiactors, the undersigned bidder herewith submit its bid on fie Bid Fomr and completes all the required forms attached herao and made a part hereof, and binds itself on award by re City of Burlingame rmder d-lis bid to execute in accordance with such award, a mntract, of 'rhich this Bid md Notice to Contactors, Itrstructions to Bidders, General Provisions, Special Provisions, and Special Buitding Provisions are hereby made a part ofthis Bid and all provisions thereof are hereby accepted. COMPANY NAIVIE: Universal Bullding Services and. S 1y Co Signature Address 20 Pierce Street, RlchrEond , cA 94804 CONIRACTOR'S TEI-EPIIONE NO 510-527- 1078 Nature offirm (corporation, partsrership, etc.) and names of individual members ofthe firms, or names and titles ofofficers of *re corporation:p*no. 510-5 25-7289 Grace Brusseau CEO/S ecty/treas ii ;l 1 j If Corporation, organized under the laws ofthe State of California Name Leonard Brusseau Title PresldeEt Name Title Name Title Ii Page 9 of 60 ri ii 25 March ,nr q The bidder further agrees that in case of its defauh in exeouting the contract, and providing fte required bonds and insuranoe, fre cash, check or Bidde/s Bond, accompanying its bid and the money paya.ble thereon shall be and remain the property of the Crty o.f Burlingame, as provided in the hsfuctions to Bidders and the Special hovisions. ; ((brporate Seal) i.- ;i !i li 'i. ii Iii CTTY OF BURLINGAME, CALIFORNIA JANITORIAL SERVICES BIDTORM I YEAR 1 YEAR2 YEAR3 $ 504$ 7 Annurl Cosl s_32128! $--99:1!? $__-1J40 $__!2,52! 8__ 3,2!! s_ rL?!1 $_ 2l,1!! s__ll,22 $ r,716r43 s 17 2,128 248 Cosuivlonth $---1,!Z $ 187 2,107 2,1?2 94I $ $ $ $ $ 1,857 $ 2,5i 1 $ 34s s_:LEZ s_!QJ53. L:!,2le ti::qql 8_2).919. s__ll,49! $ t,? 42 s 3s0 s4 613 $ 175.014 $ $ $ 202 3 605 190 CosVMonth $ 1,885 $ 2,s49 $--?:-lj9 s--?r-Ul S 955 Amual Coct s_22_r6le r_fglg q 177-61.0 6s9 $ 2, s87 $ 35s I 622 s3 s r93 Cost&Ionth $ 1,913 $-2.r1ll- $--?.-.1-q!- s__ rgl I tL7 MONTHI,YSERVICES 1. City Hall 2. L{ail Library 3. Easbn Lftrary 4. FiIe Slation 36 5- Recreation Center 6. Donony Pa*ing Gaage 7. Public Woda Corp Yrd 8. Police Sbrion 9. Vilhge Pa* Daycue l0r Pa*s Corp Yard Total Year t funual Cost Tool Year 2 Annul Cost Tohl Year 3 Arnual Cost Base llid = Total for Ycan 1,2 & 3 (Written in Figures) Base Bid = Total for Yeam 1,2 & 3 (Writtgu In Words) $$ s25,08 ? Five Hundred Twenty-Five Thousand, Eighty- Tvo Dollars only Amount Writtcn in Words. Where there is a discrepancy between words and figues, WORDS WILL GO\IERN Where there is a di behreen item ufl ce and extanded UNIT PRICE WILL GOVERN ADDITIONAL SERVICES I . Services dr:ring nomal working horns on a weekday rvith no less tban 24 hou's notice 2. Services ouside normal work hours with on a weekday wi& no less than 24 hours notice 3. Service with l€ss ihm 24 hours notice during nomral working hours on weekday 4. Service with less ihan 24 hours noticB during ouside workinghours s s 2 3.01 per hour $ 22.00 per hour $ 23.01 per hour Cost/Ilour 22.00 Per hour Page l0 of 60 I t I I I I ! I i I I l i a i t I I t i t II i l I i I I i : i it The undersigaed hereby proposes ard agrees that, if this bid is accepted, fre Contactor will contract with the City of Burlingame, Califomia, for any or all of fie facilities listed below for the prices quoted. Contractor to fimish all labor, materials, tools, and equipmeut. Contractor to fumish all incidental work and services required to complete all items of work described in the specifications. All lrork shall be done in accordance wittr tre Geoeral Provisions, Special Provisions, and Special Building Provisions of this Contract Book: "Janitorial Services for City ofBurlingpme". '! t S 145 Annual Cost $_J2r258 $- Jl:913 $--1 265 s__,L!5J S 43,912 $LA2 $__zq'g18 $_]9_A! $__11,613 $___11q8 I I CIIY OF BLRLINGAME, CALIFORNIA JANITORIAL SERVICES BID F'ORM Localion Personncl Re-courceg Sqperyiro rJ Re.rourcr3 City Hsll Nunrber of Janilors Eveoing Cleaoers: 1 Nuobcr of bours assigued to each j@ftor per dly ofscrvice Eveoing Clcaners: 3.50 Title: Eupervisor Total Daily Hours: Total Weekly Hours: Total Monthly Hours: o:22 1.50 6.00 Title: Supervisor/Hgr Tide: Supervisc r/l.1gr Fte Statioo 36 Nuobor of Janitors Evening Cleancm: I Nnmber of hours assigned to each iaoitor er &v of service'nvcnirg Clcar,"n: 1. 75 Titte Title Title Supervisor Total Daily Hours: Total Weekly Hours; Total Monthb Hours: 0.25 1,00 4.00 SuDervisor /uer Supervisor/!1gr Main Library Nuobe, of Janitors Evening Ciearers: 1 Nuob€I of houIs assigued to eaoh j aoilor pcr dEy of service Evaingcleaners: 4.50 Title: SuperYlso!Total Daily Hours: Total W€eUy I{oursl To'al \,bnthly Houn Titl€: supexvisor/!1gr 2.00 Title; Supervisor/Mgr 9 00 Easton Library Nrrnber of Jadtors Ertning Cleaners: I Ifumber of hows assigned to eaoh imitor oer dav of service"Evening ClJners; 1'00 Title: Title: Title: Supervigor Total Daillr Hours: Total Weekly Hours: Total Moothly Hours: 0 .25 I .00 4.O0 s ervisor /r Supervisor/Hgr Rec;eatioc Ceeter Nuaber of Jaoitors E*ning Cleeneas: _!_ Nunber of hous assigrcd to eaoh jenitor per day of service Everring Cleaners: 4. 50 Titie: Title : Titlc: Supervisor a.25 suDerv isor /uer t.75 Supervlsor/1'lgr 8.00 Page 1l of60 Continued on nefl page I i I I I I I I i I I I ii t I ! I il ti ! L I I i I I II I t ri ii Contactors shall list their proposed rarork force and supervisory personnel to be assigned to each facility. .l 0. 33 Tota.l Daily Hours: Total Weckly Hours: Total lvioothly Hor.rr; Localion Supcrvtory Rerources Vitlage Part Nus$€r of JEritors EveningCleanen: I Number of hours assigoed to each jardlor per Cay of service Evening Cleauers: l. 75 Title; Title: Title: Supervlsor Total Ddly Hou s: Total Weckly Hous: Total i,.,{ooi}tly Hours; 0-E_ 1-qo 6.00 srrDervlsor lMsr Supervlsor/Hgr Douelly Prkiag Shrtre Number ofJaaitors Ergiring Cleaners; I :Numbcr ofhours assigned to each jmilor por dsy of service Ewaing Cleaoen: 0. 50 Tide Title TitIC Supertlsor Total Da.ily llorur: Total lueekly Flours: Total lvlonthly Hours 0. r6 Supervlsor/Hgr 0.75 Supe rvlsor/Mgr 3.00 Publio Works Corporatioo Yard Number ofJasitors Everilg Clea!€rs: -L-- Number of hours assigrrd to each jaaitor per day of service Eneeiog Cleaaers: 4.00 Title: Title: Title: supervlsor TotalDailyHours: 0-:!-q- Totat Weekly Hous: 3 . 00 Total Morthly Hours: 12 . 00 Supe rvisor/]{gr Suoervlsor/l{Er Polce Staion Nuurber of Janitors f,yeni.gCleaoes: I Number ofhours isrignedto eaoh janitor per tlay of service Everniog Clecoers: .----!l[ Title: Tide: TitIe: Supervisor Total Daily Hours: Total We€kiy Hous: Total lrloally Hor:rs: a.25 Supervlsor l14sr Lto- 6.00Supervisor/Mgr Pa-ks Cqrporotion Ysrd Number of laaitors Eveoiog Cleaners; 1 Number of hotrs ossigned to cech jadtor per day ofservice Evurirg Clemers: 1. 00 Thle: Title: Title: Supervlsor Tohl DaLV tious: Total Wee.kly Hours: Totrl Modhly Hours: 0 Suoervisor h'[.ut 0-10_ 2.00supervisor/Mgr The City of Burlingame reserves tho right t'o reject any or all bids' Bidders arc oartioo€d not to atlach auy conilitions, limitati-ons, or provisiqrs to h€ bid because such conditions, limit tioos or provisions may render stch bid non-responsive and ffay causo its rcjeotion. Page 12 of 60 PorNorurol Resources T : il i, lr i1ii CITY OF BURLINGAME, CALIFORNIA JAMTORIAL SERVICES BIDDf,R'S STATEMENT PursuanttoBusinessandhofessionsCodesectionT0rr.rrI,31i1i"."r, tleclare under penalf of perjury that the foregoing and the stateme,r:b mntained rn 6e bid for the above titled project are true and corect ad that tris deoluation is mride on this25 day March .2013, If awarded the contract, the rndersigned hereby agrees to sip and file an agreemenl similar to the attached sarnple on page 30, bgether with tre necessary bond, certificate(s) of insurance, and related endorsernents for general and automobile liability insuralce, and proofof a Burlingame Business License in the offrceofthe City Clerk within ten (10) calendar days after the date of the award and to commence work within five (5) days offte date specified in the notice to proceed and to complete the work rmder said ooutract within the specified number of working days beginning fiom the date specified in tre notice to procoed Contractor also agees tir keep the Business License current for the entire tenn of$re contact. If the lump sum for each building and the otal amormt named by a bidder for any item do not agtree, it will be assumed that the enor was made in computing the lump zup for each building and the total amount will be considered as representing the bidder's intention. d Rlchnond Califomia. Unit price bid must not be unbalanc€d. The undersigned has checked carefirlly all dre figures listed in the Bid form md urderstalds thar the City will not be responsible for oy enors or omissions on the part of the undersigned in making try dris bid. NOTE: The squue footages and rmit comts $own fu the Special Buildings Provisions are an esfimate only. Since the exact figr.res are not doterrnind the City reserves *re right to adjust quantities as deemed necessary to meet its requirernents. The undersigned hereby cecifies that this bid is genuine, and not sham or collusive, or made in the interest or in behalf of any person not named herein, and that the undersigned has not direcdy or indirectly induced or solicited any other bidder to put in a sharn bi( or any other person, firm or corporation to refrain from bidding and that dre undersigned has not in any manner sought by collusion to secure for himself an advsnage of any kind whatwer. The undersigned agrees tha this bid may not be withdrawn for a period of forty-five (45) days after dre date set for the opening &ereof NOTE: IF THE BID IS MADE BY AN INDIVIDUAL, HIS NAME AND POST OFTICE ADDRESS MUST BE SHOWN. IF THE BID IS MADE BY A PARTNERSI{IP, T}IE NAME AND ADDRESS OT EACH MEMBER OF IHE FIRM OR PARTNERSHIP MUST BE SHOWN (IF MORE TTIAN TWO }"{EIVIBERS OF A FIRM ORPARTNERSHIP, PLEASE ATTACH ANADDIIIONAL PAGE); OR IF MADE BY A COR}ORATION, TTIE BID SHALL SHOW TI{E NAME OF TTIE STATEUI\DER TI{E LAWS OF WHICH THE CORPORATION WAS CIIARIERED AND II.IE NAMES, TNLES AND BUSI}..TSS ADDRESSES OF T}IE PRESIDENT, SECRETARY AND TREASURER OF SAID CORPORATION. Page 13 of60 SIGNATIIRES FOR BIDDER: If INDIVIDUAI, sign below: Signature Print nome Post Office Ad&ess Date IfPARTIiERSHIP, sign below (show names of non-si gning partners): Post Offic€ Address (if differenr) Name of Parher Post Office Address Signatr-ne Name bf Parlaer DateSigmnne Date If CORPORATIO-N, sign bolow (show nanes of non*imine offic€rs): UnivEre-al BulldiD g Servlces and Supply Co. hirt name of person dgring1id List narus of the follwing ofrcets: Leonard Brusseau TREASURER 3120 Plerce Street 03/2s /L3 Dario Devltrcenzi ' 03l 2s / L3 Date Post Office Address Ca1 IN a CORPORATION eratiofls er PRESIDENT Grace Brusseau Date 03 /2s /13 SBCRETARY Grace Brusseau Date 0312s /L3 Page 14 of 60 I I I I i I i I I I I I I I t I I i I t I i I i l : i t I I I I I ilii :i lr :l 'l i Rl chnond, CA 94 804 DESIGNATION OF SI'BCONTRACTORS (Public Conraa Code Sections 4100 and following) JANITORIAL SERVICES As a bidder on fte above+ntided projeo! fte undffiigned hereby designates tfie subcontractors thar lvill pedorm work or labor or render servic€s to the Cnntactor in cn about de consruction ofthe prqiect in an amount in excess of one-half.(y) of one percrnt (1%) of tlE Conracbr's total bid. The undersigned undorstanrls and agrees that should it fail to speci$ 0 subcontactor for any portion ofthe wuk as above stated, it agrees that tlE undersigned is firlly qualiEed to perform that portion of the work ibelf, Eld $ai it shall perform that portion itself. Penalties for failure to comply with this povision are prorided in the Subleuing and Subcontacting Fair Practices Act commeacing wi6 Sectior 4100 ofthe ?ublic Conract Code. The undersigned agrees that it shall no! without writen consent of the City Council, make aay substibtior! assignment or zublot to or of the following list of suboontracton which is made a pat of this bid ald tlrcn cnly after compliance lrit} the provisiom oflhe Subleting and Subconbacting lair hactices Act. [ATTACH ADDITIONAL PAGES IF NECESSARYI IJnive Bu Se rvices NAMEOFBIDDER: Signanne: and 1 Name of Subcontractor Address of Subcontractor Work to be done by Subcontractor :s and Supply Co. will NOT s contract. re uslng subcon:ractorsUniversal Buildlog Servic io the fulfiLlnent of thl Page I5 of 60 rio DeViacenzi, Operatlons -Ma-ualer I CITY OF BT]RLINGAME, CALIFORNIA JANITORIAL SERVICES 1lrl ! ,] l I I l I l 1 CITY OF BURLINGAME, CALIFORNIA JANITORIAL SERVTCES STATEMEYT. OF EXPERIENCE OUALIFICATIOI{S The following statement as to experience qualifications ofthe bidder are submitted in conjunotion with the Bid, as a part thereo( and the truthfulness aod accuracy ofthe information is guaranteed by the Biddet. The bidder, as a contractor, has never failed to satisfactodly complete a contract awarded to il, except as follows: i N/A - Universal Building Services and Supply Co. has' never failed Eo I satisfactorily cox0plete a contract awarded to it. The bidder, as a contractor, must have relevantj anitorial experience during the last five (5) yeus, and must have been engaged in the contracting business, under the present business name, as a single compary for at least five (5) years. Ifthe bidder is a fianchisor, actual franchisee (operators) must have relevant j anitorial experience during the lastfive (5) yeam. All bidders must have exQerience that includes: r Must have successlully provided servioe (cleaning) for a minimum of 160,000 squue foot of office space per year for the last five years. . Must have successft.rlly worked with trree different public agencies during the last five years. o Must have an urnual contract in good standing condition with a public agency during the past 36 montls to servioe (cleaa) a minirnum of 80,000 square foot of office space.. Provided a copy ofyour oompany training manual on cleaning services.and procedures for j anitorial staff, The above qualification roquiremenb must b€ [sted below on the following page md inciuded wirh bid proposal. The foilowing information must have been satisfacorily completed for &e penons, firm or authority indicae( and to whom reference is made. If the bidder is a frandrisor, it must provide actual ftanchisee (operators) informatign as to who will be performing the work, type of work performod, and direct work references. The City reserves the right to contact any of the referenc€s provitled- If tre City determines the feedback to be negdive or contrary to what has been presented by tre bidder herein, the City ar its sole discretion has the dght to reject dre bidder. Failure to provide this information on any portion of the bid proposal as provided will result in disqualification of its bid ii Page 16 of60 The following statemenl as to experience qualifications of the bidder are submitted in conjunction with the Bid, as a part thereof, and the truthfitlness and accuracy ofthe information is guaranteed by the Bidder. The bidder, as a contractor, has never failed to satisfactorily complete a contract awarded to it, except as follows: Not applicable / no exceptions. - Universal Building Services and Supply Co. has never failed to satisfactorily complete a contract awarded to it. The bidder, as a contractor, must have relevant janitoriql experience during the las five (5) years,' and must have been engaged in the contracting business, under the present business name, as a siagle company for at least five (5) years. Ifthe bidder is a fianchisor, actual franchisee (operators) must have relevant janitorial expenence during the last five (5) years. All bidders must have experience rhat ircludes: Universal Building Services and Supply Go. is NOT a franchisor. . Must have successfully provided service (cleaning) for a minimum of 160,000 square foot of office space per year for the Iast five years. Universal Building Services and Supply Co. currently cleans approximately 30,000,000 square feet of office space. One recent account is a corporab campus comprising of 1,500,000 square feet. City of Alameda City of Albany City of Concord Town of Danville City of Milpitas City of Pinole City of San Ramon City of Santa Cruz County of Solano U.S. Post Offices City of Berkeley City of American Canyon City of Healdsburg City of Et Cerrito City of Rohned Park City of San Pablo City of Santa Rosa City of West Sacramento East Bay Regional Parks District I]NIWRSAL BUILDING SERVICES AND SUPPLY CO. STATEMENT OF EXPERTENCE OUALMICATIONS Universal Building Services and Supply Co. has been in the commercial contractual janitorial business since its founding in 1963. UBS was incorporated in the State of Califoi"nia on 10 April 1969. . Must have successfully worked with three different public agencies during the last five years. Universal Building Seruices and Supply Co. currentlv provides cleaning services to a number of municipalities and public agencies (city, county, state, and Federal facilities) including; il ! I . Must have an annual contract in good standing condition with a public agency during the past 36 months to service (clean) a minimum of80,000 square foot ofoffice space. Universal Building Services and Supply Co. has cleaned facilities for the City of Berkeley since July 2008. The account is 225,500+ square feet. . Provided a copy of your compaoy training. manual on cleaning services and procedures fbr jaf,itorial staff lnitial Emolovee Traininq: Universal Building Services and Supply Co. conducts Orientation Training for all new employees. New hires are trained by the UBS Personnel Department and by UBS managers and supervisors to know and understand all applicable laws and policies pertaining to their employment with UBS. Topics included in new employee training are green cleaning procedures, personal safety, workplace safety, hazardous material handling, bloodbome pathogen procedures, MSDS underslanding, and emergency procedures. New employees are also trained on account-specific and site-specific rules and regulations. On-Goino Emp lovee Trainino: On{oing employee training is accomplished through mandatory monthly "tail-gate" meetings that are conduc-ted by UBS managers and supervisors. Topics include safety, general company procedures, and site-specific refreshers. Sign-off sheets document each employee's participation and underctanding. Universal Building Services and Supply Co. maintains a library of product and training videos, books, and manuals. These items are available to all UBS employees. Additional training is provided through vendor representative instruction and demonstrations, topic-specific seminars (e.9. carpet cleaning techniques), and trade show attendance. The above qualification requiremerts must be listed below on the following page and included with bid proposal. The following information must have been satisfactoril], completed for the persons, firrq or authority indicated, and to whom reference is made. If the bidder is & ftanchisor, it must provide actual franchisee (operators) information as to who will be perform.ing the work, type ofwork performed, and direct work references. The City reserves the right to contact any ofthe references provided. If the City determines the feedback to be negative or contrary to when has been preserted by the bidder herein, the City at its sole discretion has the right to reject the bidder. Failure to provide this information on any portion ofthe bid proposal as provided will result in disqu,alification of its bid. I I : I I I I I i t I I I I ! t i i i I i I . : i I ; l I t t i i i : i I i I l i l I I I i li iiiiii I CITY OF BURUNGAME, CALIFORNIA IANITORIAL SERVICES STATEMENT OF EXPERIENCE OUALIFICATIONS Must have successftlly provided service (clealing) for a minirnum of 160,000 square foot of office space per year for the last five years. Years Tvoe of Work For Whom Preformed Jan{torial Bio-Rad ],aboratories I I Location Eercules Mechanl.cs Bank Janitorlal Rlchnond Chevroo Refinery 8 7 Janltorial San Ramo!Chevrou Corporate Offlces Janltorial Santa Clara Renesas.Electlotrics Must have successfully worked with ffree different public agelncies during the lut five yea;s. 3l 15 Year 2008-2013 20l0-613 2 008-2013 Janlcorial Rlchmotrd City of Mllpltas MlLpltas, CA Steve Ericks on Clty of Concord Concord CA Alton Baxley Must have al annual contract in good stending condition with a public agency during the past 12 montis o service (clean) a minimum of 80,000 square foot of office space during the past 12 mondrs. Asency ' Clty of Alaneda Location AlaEeda, CA For llhom Preformed Max Arbios For Whom Pr elormedYear 199 7-20 L 3 2008-20 r 3 Aqencv City of Santa Rosa Souue Footase 25q0!0 lfurk Arastrong Clty of Berkeley 226 000 Je3us Rivera hovided a copy ofyour company training manual on cleaning services and procedures forjanitorial staff. Please see attached rrBnployee Hand.bookrr Universal Bu g Serulces p41y6 gp g1pp6p and p1v Signature Op erat De 1011S ger Page 17 of 60 rilt tlil il 11ll t__i n ti li r.i f_!l(t; i t I I CIIY OF BI]RLINGAME, CATIF'ORNI.A JANITORIAL SERVICES NON-CO LLUSION DECLARATION (PIJBLIC CONTRACT CODE SECTION 7106) JANNORIAL SERVICES Dario 1 Devrncenzi aeaare ta:r,g#i# gtqi'JHrl$I',Hu$"1'tiol' El39!I_ Gol" owuer, parher, trresidelt, etc.) of antl Suoolv co. (conpany name), ihe party making &e foregoing bid; that tre bid is not made in fte interest of, or on behalfof, any udisclosed person, partnership, company, associatioo, organization, or corporation; &at ihe bid is genuine and not collusive or sham; that the bidder has not directly or indirecdy induced or solicited any other bidder to put in a falie or sham bid, aud has not directly or indirectly collude4 conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or drat anyone shall refiaiq from bidding; that the bidder has not in any manner, directty or iadirectly, sought by agreement, comrTrmication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profi1 or cost element of the bid pricq or ofthat ofany other bidder, or to secure anyadvantage against the public body awarding the conhact or @yone interested in the proposed contsct; tha all starements contained in fie bid are true; and, further, that the bidder has not, directly, or iedirectly, submitted his or her bid price or any brea.kdown drermf, or 6e contenE thereo! or divulged infomiation or data relative therelo, or paid, and will not pay, any fee r'o any corporation, partoership, company, association, orgamzalion, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. I declare under penalty ofperjury that the foregoing is true and correct and this was executed on the date shown below at Rlchnond, CA (City, Stale) 25 llarch 2013 NAME OF BIDDER: Universal Building Selvices and Supply Co. Dated: Signature: io De cenzl operationa Manager Page 18 of60 il ii il t;ta i._.t !i Li CIIY OF BLRLINGAME, CALIFORNIA JANITORIAL SERVICES PIJBLIC CONTRACT CODD SECTION 10285,1 STATEMENT In accordance w h Public Contract Code Section 10285.1 (Chapter 375, Sta$. 1985), the bidder hereby declares rmder penalty of perjury uader tre laws of the State of Califomia that the bidder has_, has not x been convicted within the preceding tkee years of any offenses refened b in &at sectio4 ihcluding aay charge of ftaud, bribery, collusion, conspirary, or any other act in violdion of aay state or federal antitrust law in connection witr the bidding r4on, award o{ or performance of, any public works contract, as deflned in Public Contract Code Section I101, widr any public entity, as defined in Public Coitract Code Section I 100, including ihe Regent of the University of Califomia or the Trustees of tbe Califomia State University. The term "bidder" is rnderstood to include any parber, member, officer, director, responsible managing officer, or respoas'illE mrnaging employee ftueol as refened to in Section 10285.1. iNorr, rm smDER MUsr pLAcE A cHEcl( MARK A"ErrR "HAs" oR "HAs NOT" IN ONE OT TTIE BI,ANK SPACTS PROVIDED.] The above Statemont is part of the BicL Bidders are wamed that making a false certiflcation may subject the certifier to criminal prosecution I declare under penatry of perjuy that the foregoing is true and correct and this was executed on the date shown below at Ri chmond CA (City, State) Dated: 25 Harch 2013 Signature: Darlo Devlncenzi 0perations Manager Page 19 of 60 :l il NAME OF BIDDER Universal Bulldlnq Servlces and SupPLy Co. a, 1t CITY OF BURLINGAME, CAUFORNIA JANITORIAL SERVICES PUBLIC CONTRACT CODE SECTION 10162 QUESTIOT{{AIRE . In accordance with Public Contract Code Section 10162, fie Bidder shall compl*e, under penalty of perjury, fie following questionnaire: Has rho bidder, any offioor ofthe bidder, or any dmployee ofthe bidder who has a proprietary interest in \e bidder, errer been disqualified, removed or otherwise prevdrted from bidding oa, or mmpleting a federal, statg or local gwemment proj ect beoause of a violation of law or a safety regulation? i-_1 .,1 Nox Yes If the answer is yes, explaio the circumstanoes in the following space: N/A I declare under penaLy- of pedury that the foregoing is true and conect and this was executed on the date shounbelowat Ricbmond CA (Crty, State) i : Dated:25 t{arch 2013 NAMEOFBIDDER:Unlversal Building Servlces and Supply Co' Signatue: rio DeVircenzi operatloDs Manager ! I I II i t : : il i. I I I I I I I I i. i t I Page 20 of 60 ,i '! CITY OF BURUNGAME. CAUFORNIA JANITORIAL SERVICES CERTIFICATE OF NONDISCRIMINATION On behalf of the bidder making this bid, the undersigned certiffes that there will be no discrimination tn employment with regards to marital status, sexual orieotation, elcesry, medical conditor, racg color, religion, sex, disability, or national origiq that al1 federa!, state, ard local directives and executive orders regarding nondiscrimination in employment will be complied with; md thar &e principle of equal opportunity in emplo]rynent will be demonstrated positively and aggressively. l]nlversal Bullding servlces and Supply Co. ii 1 , i tsIDDER By: Darlo DeVincenzi, O?eratlons Manager (Name and title of person making certification) 25 l,Ia rch 2013 Due Page 2l of 60 CITY OF BURLINGAME, CALIFORNIA JAMTORIAL SERVICES Certifiiate Generallv Consisturt with a poliry of nondiscriminadon in employment on mntracs of the City of Burlingame and in furtrerance of the provisions of Section 1735 and 7T17.6 of the Califomia Iabor Code a "contracto('s obligation for nondiscrimindory employment certificate' as hereinafter set forth shall be attached and incorporated by reference as an indispensable and integral term of all bid specifications and confiacb of the City of Burlingame for the construction, repaiq or improveme.nt of putlic wo*s. Contents Certificate The Contractor's obligdion for nondiscriminaory mployment is as follows: In performing the work ofthis contract, the Contractor agrees as follows: 1. The Contractor will not discrimioate against any employee or applicant for employment because of race, creed, color, national origlrL ancestry, ssxual orientalion, political affiliation or belieft, sex, age, physical handicap, medical condition, marital staui or pregnancy (8s those terms are defined by fre Califomia Fair Employment and Housing Act - Government Code Section 12900-12996), except where such discrimination is based on abona fide occupational qualification. The Contraclor will ule positive action or ensure that applicants ue emplcryod, and &at employees are treated during employment, wi$out regard to their race, creed, color, national orisin, arces'tly, sexual orientation, political affifiation or beliefs, sex, age, physical handicap, medical condition, madtal stdus or pregnarcy (as those terms are defined by tre CalifomiaFair Employment md Housing Act - Govemmurt Code Section 12900-12996), except *here such discrimination is based on a bona fide occupadonal qualification. Such action shall include but not be limited to the following; Employnent lpgrading, demotioq or transfer; recruitrnent or recruitrnent advertising; tayoffor termination; rates of pay or other forms of compensation; and selection for training including apprenticeslup. The Contractor agrees to post in conspicuous places, available to e.raployees and applicanr for employment, notices to be provided by the City of Burlingame setting forth the provisions ofthis nondiscrirnination clause. 2. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state thu all qualified applicants will receive considerdion for employment without regard to race, creed, color, ndional origin, ancesty, sexual orientation, political affiliation or betiefs, sex, agg physcal handicap, medical conditior! maritrl status or prcgnancy (as those tenns are tlefined by ihe Califomia Fair Employment and Housing Act - Govemment Code Section 12:900-12996), except uihere suctr discrirnination is based on a bona fide occupational qualifi cation. 3. The Contrasior will send to each labor union or representative of workers, wi6 uihich the Contractor has a collective bargainilg agreernent or other cortract or underst&din& a notice to be provided by the City of Burlingame advising the said labor rmion or workers' representative of the Contractor's commitments r.mder this provision, and shall post.copies ofthe notice in conspicuous places available to employees ard applicemts for employment, Page 72 of 60 CONTRACTOR'S NONDISCRII\'{INATORY EMPLOYMENT CERTIFIC.{TE I I I I i l I I I t I i l i il il l-l 4. The Conbactor will permit access to the Contactor's records of employment, employment advertisemenb, application forms, and othet pedinent daa and records by the City of Br:rlingame, the Fair Employrient Practices Commission, or ury other appropriate Ageoe\y of the State desipated by &e City of Burlingame for the purposes of invesdgation to ascertain compliance with the Contracto/s Obligation for Nondiscriminatory Employnent provisions of this contract, or Fat Employment hactices statute. 5. A finding of willfirl violarion of the londiscriminatory employment practices article of this mntract or of the Fair Employnrent Practices Act shall be regarded by the City ofBurlingame as a basis for determining ftat as to future contsacts for vftich the &ntractor may submit bids, the Contaotor is a "disqualified bidde/' for being "non-responsible".' The City of Burlingame shall deom a finding of wit lfirl violatibn of the Farr Employment hactices Act to have occurred tpon receipt of written notice ftom tre Fair Employm.ent Practices Commission thar it bas investigated md determined that the Contactor has violded the Fair Employment Practices Act and has issued an order wrdet Ldbor Code Section 1426 or obtained an injunction under labor Code Section 1429. Upon receipt of any sud written notice, the City of Burlingame shall noti! the Contractor that rrrless he or she demonstdes to fie sd'qfaction of the City of Burlingame within a stted puiod tlat the violation has been conected, he or she shall be declared a "disqualified biddei' until such time as the Conhactor can demonstrate that he or she has implemented remedial measures, satisfactory to the City of Burtingame, to eliminate the discriminatory employment praltices with constituted the violation foumd by the Fair Employme,nt hactices Commission. 6. Upon receipt fiom aay person of a cbmplaint of alleged discrimination under any City of Burlingame contsac! the City of Burlingame Admiaistrator shall ascertain whether probable cause for zuch complaint edsB. If probable cause for the complaint is form4 the Administator shall request the City Council to hold a public heuing to determine the existence of a discriminatory practice in violation of this contact In addition to any other remefu or action provided @ law of the terms of this contac! lhe - contactor agreei thag should the council determine after apublic hearing duly noticed to the. Contracior that fte Contacbr has not complied with the nondiscriminatory employment practices provisions of this contract or has willfully violated such prwisions, the City of Bulingame may, without liabiliry of ury kind, ermilatg cencel, or suspend this cortac! in vfiole-or in part. kt addrtiorL upon such dilterminatioo fte Conractor shall as a penalty to the City of Burlingame, forfeit a penalty of $25.00 for each calendar day, o! pofiion thereof, for each person who was aenied eirploymert as a result of such noncomplialce. Such monies shall be removed from tre Contractoi T[re City of Burlingame may deduct my suc.h peeralties from any monies due the Contractor ftom the Ciry ofBurlingame. I L-.1 Page 23 of60 I rl il CITY OF BI]RLINGAME, CALIFORNIA JANITORIAL SERVICES CIRTIf,'ICATION OIT PAYMENT OT PREVATLING WAG!] SCALE On behalf of the bidder, the undersigned certifies that 0re Prevailing Wage S cale, as determined by the Dfuector of Industsial Relations of the Stare of Califomia, as hereafter modified by the Department of Indusdal Relations, will be the minimum paid to a[ janitors/cleanen working under ffe contact to be awarded under this bid process. Pursuant to seaion 1773 ofrhe Labor Codg ttre general prevailing wage rates in dre county, or comties, in which the work is to be done have been determined by the Dtector of the Catifomia Department of Industial Relarions. A copy oflhe corect determination will be posted at the job site. It is uDdersbod that it is the responsibility of the bidder to determine the correct scale. The rmdusigned rmderstands drat weekly certified payrolls must be submiued for verification. Uni.rersal Bulld lng Servlces anil Supply Co. BIDDER By: Dario Devincenzl, Operatlons l.{anager (Name and title of person making certification) 25 March 2013 Date Questions shall be addressed to: Page 24 o160 I I ii LJ Deparmont of Labor Relations Division of Labor Statistics and Research Prevailing Wage Unit ..45 Fremont Street, Suit€ I160 P..O. Box 420603 Sari Francisco, CA 94142-0603 CITY OF BURLINGAME, CA]IFORNIA JANITORI,AL SERVICES CERTIHCATION OF REQUIREMENT TO PAY WORJ(ERS' COMPENSATION Uriiversal u11d ing Services and Sgpply Co. BIDDER lr Dario DeVincenzl, operations Maaager I I I am aware ofthe provisions ol Section 3700 ofthe Iabor Coile that require every employer o be insured agairst liability for workers' compensation or to rmdertake self-insurance in accorclance with the provisions ofthat code, and I will comply with such provisious before comrnencing the performance of the work of this conhact. (Narne and title ofperson making certification) 25 }4arch 2013 Date Page 25 of60 i I i I I l i I ! i I t I i I I I I ! I I i I I i I i I I : I i! CITY OF BTIRLINGA-}q CALIFORNIA IAMTORTAL SERVICES BTDDER'S BOND KNOW ALL PERSONS BY THESE PRESENTS: Thal we Unhrnal Buildine &n'ices and Supply Co.as Principal, and Melcharns Bondirg Compary (Mutual) as Suretyt are held and firmly bound unto the City of Burlingame, a municipal corporation of the Stare of Califomia (hereinafter oalled "City") in the penal sum of ten percent (10%) ofthe total aggregate amount ofthe bid ofthe Principal above named, submitted by said Principal to the City for the work described below, for the payment of which sum in lawful money of the United Srate. well and truly to be made, we bind ourselves, our heirs, executors. administrators and successors, jointly and severally, firmly by these presents. [n no case shall the liability of the Surety herarnder exceed the sum of Tctl Percut of ArilouBt Bid t 09'o ) Dollars The condition ofthis obligation is such thu ebid to the City for certsin janitorial services s?ecifically described as follows, for which bids are to be opened on Tuesday, March 26, 2013 , ar 2:00 p.m., has been submitted by Principal to City: Janitorial Ser ,-ices to the City of Burlingame, California NOW THEREFORE, if the hincipal is awarded the Contrao and within the time and manner required under the Specifications, after the prescribed fomrs are preseoted to the Principal for signature, enters into a written conbact in the prescribed form, in accordaoce wilh the bid, and files two bonds with the City, one to guarantee faithful performa.oce ofthe Confract and Lhe other to guarantee payment for labor and marerials as provided by law as well as files insurance certifrcates and equal employment opportudty documentatioo required under the bid, then this obligation slrall be null and void; otherwise, it shall reruain in full force. In the event suit is brought upon said bond by City, and judgrrent is recovered, the Surety shall pay all costs incurred by City in such suit, including a reasonable attomey's fee to be fixed by flre Court. Page 28 of 64 ii il ll IN WITNESS WHEREOF, we have hercunto set our hands and seals on this I I day of March 2013. Building Senices ard Supply Co.Seal) Soal) LeonsEd Brusseau, President 3I20 ?lerca Street (Seal Rlchrnond, CA 94804 MeEtanls Bondiry Corpany (Muhul){Seal) fb2atuc,tz-Seal) B.G. Miclstokke, Altorney In Fact 2l@ Fleur Drilr Des Moines. IA 50321 NOTE: Attach notary scknowledgement for signalures ofthose executing for Principal and Surety. U Page 29 of64 ACKNOWLEDGMENT State of California County of Sacramento ) gn 3i '1 1/13 before me,Renee Ramsey-Martin, Notary Public (insert name and title of the officer) personally appeared B.G. Midstokke who proved lo me on the basis of satisfactory evidence lo be he persoaffi whose name(p) is/af€ subscribed to the within instrumenl and acknowledged to me that.helshe/t$qfexeculed the same in k/her/their authorized capacity(ies), and that byli6/her/their signalure(* on lhe instrumenl the personl$, orthe entity upon behalf of which the personS acted, execu{ed the instrumenl. I certiry under PENALTY OF PERJURY underthe laws of the State of California that the foregoing paragraph is true and correcl. WTNESS my hand and ofllcial Signature (Seal) I I i ii i I ! i : I i Ii ii I t I I t I .. T i t lI I i t i l MrncrmNrR I BONDING COMPANY. POWER OF ATTORNEY Know All PerBdls By Th$e PlEseris, ttEt MERCITANTS BONDING @MPANY (MUTUAL) ard MERCIIANTS t{AI]Ot.lAL BONDING, li,lc., both belng c!lporations duly organlzed underthe la(s ofthe Stale of lowg (hereh collectively called the'Companies), snd that tie Companies do hereby make, constitute and appoint, indivHually, B G Midstokke; Katherine Gordon; Patricia M Simas; Renee Ramsey; Richard W Pratt of Sacramento ard State of CA theirlrue ard hwft.,lAttome/lFFad, lrth illpower aod authodly hereby conbfied ln thdr nane, place ard stead, to slgn, ex€cute, acknor redgq and delver h lheir behatt as surety arry and all bords. undertakiEs, recognizancee oa oltEr wuen obligatiorE in the nalure thereol, sJqed b the lmitatlon lhat any su6 inshmert shall nd eE€d lhe dnou{ of: FIVE MILLION ($5,O(}O,OOO.OO) DOLLARS and tc bird the Companies thereby as tully and to the same exlent as I such bond or undertaklng was slgned by O]e duly authorized officers of the Companle6, and all the a.*s of said Attomey-ln-FacL pursuant to the authcri9 herein given, are hereby rslifled and corlfinned. This Potrer.of.Atlo.ney is m6de and €secl,rled pursudrt to and by adtlqlty of he lo{o,virE By-trvE adoptod cy the goad ol Dredors of the ir€rcrants Bonding Conpany (Mutua0 on April 23, 201 I ard adoflEd by Ule Board ol Olredors o( Merdlants Natlond Bonding, lnc', on Oo{ober 24, 2011. 'The fteshenl Secrdary, Treaaurer, o. arry Asslstadl Ttga8urer or any A$lstari Secctary or gny Vlce Prccirent shall have pov'er a.d auho.ity to appoir AttoroeF&fact, aM to ,hodze tn€m to qeorte on behalf ol the Comp8rry, a.ld attacr the seal of the Compa.ry trEreb, bcnds and urdertsklngs. recogn':ance8, contrads of indemn'ty and olher widrEs ouigatory in the nafure tEreol -18 signatre ot ,ry authorized oficer ard the seal of fie Cgmparry may be aft.ed by iscsimib or eledronic lransmissim to any Por€r of Atlorney or Certificatlon thereof adhorizing lhe erect tion aad delivary ol sry bond, undedaking, recognLance. or oher suetyship obllga'llons of the Compqny, and such slgnature ard seal vfisr so used shall hav6 lhe sa'I€ force 6nd efeci as thgugh 'nanually fted.' ln Witness !0,/hereof, the Companles have caused thls lnstrument to be slgned and sealed thls 27hday ot February , 2012 . -l<r ..'r1,1$o*'Xt';. r:n: f E.j-c -o- C:-iv:r. .0.s 8Y and affxod the seal of the Crnuanbs on ,i$tffi4 ?/-a--/z-*4 f,uororuT *.,e'.ary HANTS BONDING COiiPANY (MUTUAL) HANTS NATIONAL EONDING, INC. 7r4- STATE OF IOWA COUNTY OF POLK is On thh27-thday or Februarv , 2012 , bebre rne appeared Larry Taylor, lo tr€ perso.El]y knor n, wtto b€ing by rne dtJy swom dld say tlat he ts PresBent ofthd MERCHANTS BONDTNG CoMPANY (MUTUAL) ad MERCHANTS NATIOiIAL BoNDING. lNc.; and tlEt the seds afted to the foregolrE instrr,llenr b he Corpord.e Seals ol tlE conuani€s: and that ihe sald insiuEEnt was sEnei and sealed in b€hatf d llE Companies by a{r@ of thei. respecfve Eoatds of Dlredors. lo Testimory l^fl€*eof, I have herEunto set rfiy hand ard aft(ed rny Offdal SeaI at the City ol Des Molnes. lowa, he day end year frst above writbn. #r MARANDA GREENWALT Cornmhslon Numbor 71031 2 lry Comdsrioo Erplrcs octobo. 20, 2011 fi,^t&n lhtaty hrblic, Polk Cot nty, lo*a STATE OF IOVYA COUNTY OF POLK ss. t, Wlliam !r!bmer. Jr., Secretary ol the MERCHANTS BONDING COMPANY (MUTUAL) a4d MERCHANTS NATIONAL EONDING, lNC., do heGby cer!& hat fie abo€ and fo.egdng b a fue and conecl ccpy of the PoWEROF-ATTORNEY erecded by said Companies, wHcn b sullln fJllforce and efiecl and has rpl been amended d rc./oked. andhset 3 hereunto Nlarcr haln Wtless \Mereol thiB ii day o, POA 0014 (11/11) my "&{ i- -o- 2 005 -o- 2003 it :l WHEREAS, the City Council of the City of Burlingame, State of California, and (hereinafter designated as "Principal") have rees to install and complete cerlain designatedentered into an agreemenl vvhereby Principal ag public improvements, which said agreement, dated -, 2013, and identmed as is hereby refened to and,made a part hereof; and WHEREAS, under the terms of said agreement, Principal is required before entering upon the performance of the work, to file a good and sufficient payment bond with the City of Burlingame to securo the claims to which referen@ is made in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code of the State of Califomia. ' NOW, THEREFORE, said Principal and the undersigned as Corporate Surety, are held firmly bound unto the City of Burlingame and all Contractors, subconlractors, laborers, material persons and other persons employed in the performance of the ailresaid agreement and refened to in the aforesaid Civil Code in the sum of - dollars ($ ), for materials fumished or iabor thereon of any kind, or for amOunti due under the Unemployment lnsurance Act with respect to Such work or labor, that said Surety will pay the same in an amount not exceeding the amount hereinabove set forth' and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attomey's fees, incuned by the City in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be irlcluded in the judgment therein rendered ll is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies and corporations entitled to flle claims under Title 15 lcommencing wih seclion 3082) of Part 4 of Division 3 of the civil code, so as to giw a right of action to them or their assigns in any suit brought upon this bond. should the condition of this bond be tully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effecl. The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of said agreement orthe specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension, alteration or addition' I. Page 28 of 60 I I I I i I I I I i I I Ij i I i i I t I I i I I I i I I I CITY OF BI]RLINGAME, CALIFORNIA JAMTORIAL SERVICES : BO]{D FORSECLRITY OF LABORERS AND MATf,RIAL PERSONS lN WITNESS WHEREOF, this instrument has been duly exeorted by the Principal and Surety abovo named, on 2013. SURETY tilt PRINCIPAL By;6v' Address NOTE: Aftach notary acknowledgement for slgnatures ofthose executing for Principal and Surety ii i i 4 :: I I lI ! l l I I ! I l j I ; I I I I I l t I ! t i i i Page 29 of 60 {: F?Y 1 * fr.W fiitg of I$wlingamt orY HALL - (6$) 55r-7230 PTJBLIC WOnI(S - 5OT PN,IMROSB ROAD 8I'IIINOAMB. CAIIFORNIA 940IG3997 coRrroRATroN YAID - (650) 55t,76',r0 136I N, CARCLAN AVE BURIJNOA}IB, CAIIFOiNIA 94OIG21OI'ree.blJrling.!..o!8 Addendum I March 19, 2013 The City received the following question(s) on tho above-referenced project. Question(s) aro in bold and the mswe(s) are in italics. Please acknowledge receipt of this Addendurn on the space provided below and retum it with your bid l.The bid packet s6ys thlt the hardwood floors at the Rec Center Dance Studio and the Auditorium must be stripped and waxed twice a year. Did the hardwood floor manufacturer recommend a specific product to use? Is this like a top scrub h'eatment? The Rec Center hardwoodfloors are referred a on Tnges 46 and 54 of the bid packet. The City requires that the Conlraclor use "Betco SS Gyn Coat" or its eqdvalent, and fullow the manufacurer's directions for use. 1 I I l 1 :: , I I I I I { 4 { I I :i I i I rn form with your bid as confirmation that you have rtceived antl read this 25 llarch 2013 gr ature Date Dario Devincenzl ' OP l.1a:rager Un iversal Buildine Servlces and Supply Co. Company Name irii i JANITOR]AL SERVICES Sign NGAMEB $\t fi.ity fi4$arlingarnt crrY HALL - (650) 55E-?230 PUELIC 1VORKS - 'OI PRIXROSE ROA.D BURLINGAME, CALIFOTLNTA 94OI{!]997 coRPoRATION YARD -(6ro) 558-7670 tl6l N, CAIO:-A:,|AvE BURLINGAME. CALIFORNIA 9,1010-240; I il JANITORIAL SER\TCES Addendum 2 March 19, 2013 The City received the following question(s) on the above-referenced project. Question(s) me in bold and the answo(s) are in italics. Please acknowledge receip ofthis Addendum on the space provided below &Dd return it witil your bid. 1 What is the current contract pric€ for the City of Burlingame janitorial service? The clrrenl contract price is 5490,572 (8163,524 annually). Sign this 25 l4arch 2013 si gna ture Date Dario DeVl tceEzL, operatlons Manager Universal Building Services aEd SuPply Co. Company Name I I form with youtbid as confirmation that you have received and read I,I I I I i Il I I I I z- HUBS U NIVERSAL BUILDING SERVICES Employee Handbook Et-qlish Loig age Edition JANITORIAL SUPPLTES POWER SWEEPINC 3120 Pierce Street Richmond, CA 94804 1-800-869-6577 I I I I I i I I I I i Ii I I I i i I i I I i I I I I I tI I t I I i I B LINGAME ITY @.lp 6.itg fi Tparlingawc CITY HALL - (550) 55&7X0 PUBLIC WORKS - 5OI PR]MROSE ROAD BIJRIINGAME. CALIFORNIA 940IO.'99?9Yw.burlinsr-!e o.s May 17,2013 It{r. Amie Tong Universal Building Services 3120 Pierce Street Richmond, CA 94804 Re: JanitorialServices Dear Mr. Tong: Enclosed are the originai and two copies of the Agreement. Please have the original and one copy signed and sealed with your corporate seal, and then returned to the Corporation Yard. The other copy is for your files. You will receive a fully executed copy after the Ciry signatures have been affixed. Also attached is',he Labor & Materials bond. Please note, we have revised the annual costs in your bid (see the text in red font below). Your original annual costs were incorect for Years 2 and 3. The bid form states; "Where there is a disuepaacy between item unit price and extaded total, unit price will govem." The alnual cost fomruia is: cost per month x i2. MOiVTHLY SERVICES 10. Parks Co Yard St7z,42a S175,020 Base Bld = Totalfor Years 1,2 & 3: 5525.072 i l i I I l Year 2 Yeaa 3Year 1 Cost/MoDth AnnualCost CosvMonth AnnualCost cost/Month AnnualCoit S1,913 s2,s87 S3ss s622 53,659 5193 52,17t 52,186 5969 5t47 s22gfi 531,044 54,2fi 57,464 s43,908 s2,116 s25,0s2 526,232 s11,628 S1,754 51,8s7 S2,s11 534s 5604 s3,ss2 s187 s2,107 52,t22 5941 s143 522,2U 530,132 s4,140 $7248 54L624 92,244 Szs,zu 52s,464 sr1,292 s1716 51,88s 51,s49 s3s0 5613 53,60s 5190 52,139 52,1s4 59ss 514s 522,620 530,sEE s4200 s7,3s6 543,260 s2,280 52s.668 s25,848 $11,460 s1,7& TotalAnflual Cost $7t7,e2r I j i ! I 1 I ! I I 1 I I 1 i I i I I I I I CoRPoRATION YARD - (650) J58-?670 I35I N. CAROLAN AVE EURLINGAME, CAIITOR,]{IA'{OI().2'OI The City ofBurlingame wishes to thank you and coogratulate you for participding in the Public Works Departrrent's bid process for the above-identified project. Your bid to fully comptete the project's scope of work was the wirning bid. 1. Gty Hall 2. Maln Ubrary 3, Easton Librdry 4. Fi.e Station 36 5. Recreatlon Center 6. Donnelly ParkingGarage 7. Publlcwork co.p Yard 8, Police Station 9. Vlllage Park Daycare Univsrsal Buitding Services May 11,2013 PaEez Please submit proof ofthe following insurance in the form ofan endorsement wi0r the City as an additional insured: General Liability, Automobile Liability, and Vorker's Compensation. Anached is a sample certificate of insurance form. Be sure to includo the NAIC number for each insurance provider, Please retrrn these documents within ten (10) business days. No work will be allowed to commegce urtil you receive a Notice to Proceed from the City. Work will be ordered by approved purchase orders as outlined in the agreement. Contractor needs to have a valid Business License prior to sarting work. Ifyou have any questions, please feel free to call me at (650) 558-7686. Sincerely, ,*d&#, Management Analyst Enclosure{s):Ageement (Original and two copies) Labor & Materials Bond Sample certificate of insurance form : I : I I I I I I i I ti I : 1 : i i i! I i. i I Pranium irE[id in porformanae tond b for contslcl tlrm srd s|.lbiect lo ldj&nnEn holcd on final co tsrd pricc. Bond No. CAC95520 CITY OF BURLINGAIv{E, CALIFORNIA JANTIORJAL SERVICES BOND FOIT SECURI'I Y OF LABORERS AND MATEIUAL PERSONS WHEREAS, the City Council of the City of Burlingame, State of Califomia, and Uoiversal Building Services and Supply Co.(hereinafter designated as "Principal") have entered inlo an agreement whereby Principal agrees to install and complete certain designsted public improvements, which said agreement,dated May l7 20'13, and identified as Agrecment for Janitorial Services WHEREAS, under the terms of said agreement, Principal is requhed before entering upon the performance of the work, to file a good and $rfficient payment bond wilh tho City of Burlingame to secure the claims to which reference is made in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code of the State of California. NOW THEREFORE, said Principal and the undorsigned as Corporate Surety, aro held firmly bourd unto the City of Burlingame and all Contractors, subcontractors, laborers, material persons and other persons employed in the pgrformance of the aforesaid agreement and referfed to in the aforesaid Civil Code in ths sum of Iive Hundred Twenty-Five Thousand Seventy-Two and No'/l(D dollars ($525,012.W , for materials furnished or labor frereon of any kind, or for amounts due under the Unemployment lnsurance Act with respect to such work or labor, that said surety will pay lhe same in an amount not exceeding the amount hereinabove set forth, and also in case suit is bcought upon this bond, will pay, in addition to the face amount thereot costs and reasonable expenses and fees, including reasonable attorney's fees, inoJrred by the City in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered. It is hBrsby expressly stipulated and agroed that this bond shall inure lo the benefit of any and all persons, companies and corporations entitled to file claims under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code, so as to give a right of action to them or lheir assigns in any suit brought upon lhis bond. Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise il shall be and remain in full force and effect. The Surety hereby stipulates and agrees that no change, extension of time, altera(ion or addition to th6 terms of said agreement or the specifi{Etions accompanying lhe same shall in any manner affect its obligations on this bond, and it does hereby waive notico of any such change, extension, alteration or addition. Page 30 of 64 is hereby referred to and made a part hereofi and lN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on May 30 2013. Universal B Services and Supply Co. Merchants Bonding pany (Mutual) PR PAL SURETY By: -in-fact 2100 Fleur Drive, Des Moines, IA 50321 NOTE: Aftach notary acknowledgemont for signatures of those executlng for Princlpal and Surety B Ralnsey Page 3l of 64 Address ACKNOWLEDGMENT State of California countyof@ On May 30,2013 before me,Patricia M. Simas, Notary Public (insert name and title of the offlcer) personally appeared Renee Ramsey who proved to me on the basis of satisfaclory evidence to be the person(3) whose name(g islaro subscribed to the within instrument and acknowledged to me that+€/she/thefexecuted the same in +is/her/their authorized capacity(ies), and lhal by hidherJthek signature(slon the instrument the person(s)ior the entity upon behalf of which lhe person(s) acted, executed the instrumenl. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and coned. WTNESS nry hand and official seal. (Seal) PATP]CI,A M. SII{AS I€T^RY PIBL]C. CAUFOFNI,A @MMESION ll 1858871 S{CRJCIiTENIO mUiW 2013C,ornm. i ! I i I I I I t I I I I : : ,,n .r'," fffnnl i,-n "hri.-ro) MEncHeNrF. BONDING COMPANY. POWER OF ATTORNEY Know All Persons By These Presenb, that MERCTIANTS BONDING mMPAl.lY (MUTUAL) and MERCIiANTS NATIONAL EONDING. lNC., both b€lng co.poratlons duly o,genized underthe la\is olthe Slale of lowa (hereln clllocttuely called the'CompanlesJ, and liat th6 Cornperdes do hereby lrlake, conslilute and 6ppolnt, indhidually, B G Midstokke; Katherine Gordon; Patricia M Simas; Renee Ramsey; Richard W Pratt of SacranEnto and State oI CA t|elrtrue and lsrA,ftJ Altor,Ey*rFa.l $h Ulporve. ard authodly haEby conf€r,ed in thek nanE, place ard stead, to sign, 6recr]ae, aal$lolrledgE ard deliEr h lheir betl8f 95 suely arry and all bo.rds, und€rlakings, recogrfzan.e3 or oher wdtteo obllgeUons ln tho nature f|ereol Eubjed to the imltatioi that 8ny sudl hstrurne.{ otlall nol exceed lhe EmoiJrd of: FrvE MILLION (Ss,000,000.00) X)LLARS gnd 1o bind lho Companles thereby as fully and to tho salll€ extenl aa il su.fi bond or undertaklng wa8 signed by tlE duly authorhed oflherg ol the Companlea, and all the acb of said Attorrgy-lrFFact puBuanl to the authority iereln given, are hereby ratmod and conllrmod. IHs Pow€f-of.Auorney is rEde and .ledr€d p(rruanl to and by au$ority of tt|e follotlrlrc 8y-Larris adopaed by the Bogrd of DiEctors otthe llerdlanh Bonding Compary (Mdusl) on Aprll23, 201 1 and dopted by tt!€ Eoard ol Dlrcdors of l,lerchsnb Ndlmal Bonding, lnc., m Oclober 24,20i,l. 'Th€ Pr€sidenl, S€cr€tary, T€asurcl, or any ,ssbta.t TreasuEr or {!y Asslsbnt Seq"lary 6 any Vice Pesidont 6tEll have po!.,Gr and anthodly to appoint AltomeyE-ln-Fad, and to aullDrto rlem lo e)€o./b on behdf of the Cornpaoy, 8nd attach tle seal ol ltE Company tflereto, bo.Es and undertaHngs. recognlzarcee, co.dr&ta of ird€rnnlty and otller vrrtings obligatory in lhe natute thel9ol The slgnauE o{ arry authodzed dficer Er$ th6 i6al of 0le Company may bo affxed by fac8lmile a ele*oric t'ansrission lo any Por€r of Attomey or Certficallon $ered authorhirE the Bxgcution and dellEy of ary bond, udortalirE, EcognizarEe, or otler surBty3Hp ot balions of tle Coflpany, snd $dr sbnahrre ard s€al Yitlen so u6ed shal hate the same fo.Eo and etred .s Opugh msnually fxed." ln witnes"s Whereof,lhg Companies haye caused this hst umont lo be sgned and sealod this 27hday of Februsry , 2012. MERCHANTS BOi{DING COMPANV (MUTUAL) TIIERCHANTS NATIor.IAL BONOING, INC.,;i$i$#;a;,;f:'3 -"- e:-: ? ';i+$ Ey v:A STATE OF IOr'VA COUNTY OF POLK ss i,lb sot| day of POA 0014 (11/11) P@sklenl On thag Zth day ot February,2O't2,betorenEappearedLaryTayor,tomepersonallyknom,rYhobelrEbyrneduly$rorndh ss', that tE is Resk ent of hd MERCTIANIS EOND|NG COMPATIY (MUIUAL) ard MERCHANTS NATIONAL BONDING, lNC.i and !h;t the se.ls affixed to the loregok{ hsrufi€flI b lhe Corporate Sealg of ttle Companles; aod t!6t ttE sald lrEtrufi€ot was signed ard 8ealed in behdf of the Cornpanles by auhorily of lheir respeuv€ Boards of Direc1.rc. ln Teotirmny v\hereof, I have horsur{o s6l my hand and affred ftry Oflidal Seal 8t the City of Oes Moln€B, lo.a, the day snd yeat i.st abo,re writteo. ,ffi{ STATE OF IOVvq CoUNry OF POLK $. t. Wlttam Wamer, Jr., SecElary ot lh€ MERCHANTS BONOING COMPAiIY (MUTUAL) and MERCTIANTS NATIONAL BONDING, lNC , do hereby cstlr/ hat tho above'and loregolng b a true and conect copy o, the POI TER-OF.ATTOFiNEY oE(r. ed by said Compsniee. wHdr b sUll ln full force and efu and has not beon emerded or re\roked. ln l.,itness \r'lt!€.eof, I ha\re lErEunto set my hand ard a{rkd{ lhe sed of ttle companies on 3 lo -0- 20 03 #IIARANDA GREENWALT Commi6sion Nurnber 7,0312 lly Cornml8sion Erplr.6 hob.r 28, 2014 =j ,'!:t"$t',1'f . ?uo,ns$ z/r*;"u 4/-*."?4 SecrBtary l.lotory Rbfc, Pok Colnty, lowa rtfu-^a I I I I I I t i : I i t i -0- 200J May ItEmium it for conlnct Erm ond is s$jcct io adjustma{* baaad on final cs|tsro pdcc. Premium: $6,357.00 Bond No. CAC95520 CITY OF BURLINGAME, CALtrORNIA JANITORIAL SERVICES PERFORMANCE BONI) KNOW ALL PERSONS BY TI{ESEPRESENTS: Universal Building Services and I'I{AT Supply Co.hereinafter called Principal, and Contractor MerchanB Bonding Compaoy (Muhral)hereinafter called Surety, are jointly and severally held and firmly bound unto the City of Burlingame, Califomia, hereinafter called the City of Burlingame, in the penal sum of eive fUarea rwen*-rive rm ollars (l00% of armunt of bid) $ 525,072.00() lawtul money ofthe United States, for the payment whereof unto the City of Burlingame. Principal and Suretyjointly and severally bind themselves forever firmly by these presents. WI{EREAS, dre City of Burlingame has aurarded to Prinoipal a conrad for: City of Burlingame Janitodel Scrvice Bid WIIEREAS, Principal is required under the lerms of the contract to fumish a bond for rhe farthful performa0ce of the coutract, NOW, THEREFORE, the condition of this obligation is such that if Principal shall faithfirlly perform the covenants, conditions and agreements in the conlrac! and any changes made as drerein provided. and shall indenurify and savo harnless tho City ofBurlingame, its oficors urd agents as thereil sipulated" dren this obligation strall become null and void; otherwise, it slrall remain in full force and virtue, and Principal ond Surety, in lhe went suit is brought on this bond, witl pay to the City ofBurlingame such reasonable attomey's fees as shall be fixed by the court. As a condition precedetrt to the salisfactory completion of tho contract, dle above obligation shall hold good for a period of one (l ) year after the mmpletion ofthe v"ork and its acceptance by lhe City ofBurlingamo, during uihich time ifPrincipal shall fail o make full, complete and sstisfactory repair urd replacements and toblly protect the City ofBurlingame from loss or damage made evident during the poriod ofone (1) year from the dae of acceptance ofthe $ork, urd rcsulting from or caused by defective materials or faulty workmanship, tre above obligation in penal sum thereofshall remain in full force and effett. However, nothing in this paragaph to the contrary notwittrstanding, the obligation of Surely bereunder, shall continue so long as any obligation of Principol remains. And Surety, for value received, hereby stipulates and agees that no change, odension of time, alteration or addition to the terms of the contrflct or to the work o be performed hereunder or tre specifications ond drawings accompanying the same shall in any way affect its obligations on this bond, and it doos heroby waive notice of any such change, exlension of tirne, alteration or addition to the terms oftbe contact or to tlre lrcrk or to &e drawings and specifications. Page 32 of 64 I t I I i I I I I I I I ,' IT IS IEREBY DECLARED AND AGREBD that this obligation slrall be bindrng upon and inure to the benefit ofPrincipal, Surety and &e City of Budingame and ttreir respectivo heirs, executors, administrators, successors and 0ssigns, SIGNED AND SEALED t}IiS 3OIh dAY of May 20t3 Universal Building Services and Supply Co. Contr&ctor Seal e Compary (Mutual) Seal Surety Fact 2t Fleur Drive Surer's M&iting Address Des Moines, lA 50321 Surety's lvtriling Address (800) 678-8171 Telephone Number (Attach Norarizsd "Acknowledgement of Surety" and 'Power of Attomry") Approved As To Content: Signature of Public Works Drector Approved As To Form: Signafire of City Attomey Page 33 of 64 ACKNOWLEDGMENT State of California County of Sacramenlo ) On May 30,2013 before me,Pakicia M. Simas, Notary Public (inserl name and lille ofthe officer) personally appeared Renee Ramsey who proved lo rne on the basis of satisfactory evidence lo be lhe person(, whose name(s) islare- subscribed to the within instrument and acknowledged to me that{e/she/flrey executed the same in his/herllhek authorized capacity(ies), and that by his/her^heirsignatureGlon the instrument lhe person(s), orthe entity upon behalf of which the person6) acted, executed the instrument. I ce iry under PENALry OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and conecl. WTNESS my hand and official seal. (Seal) @ iOTARY PUBUC. CALIFONNlA coMMlsSIOU * 1Ei887l SACRAI,EI.ITO COUNTY PATFICIA M.SII,rtAS llst 21 2013Comfl. I I : l I I i l i i I I t I t I I t I I II : ; i I I i I I I i I l I i ! Signrur"M MrncurNrR BONDING COMPANY" POWER OF ATTORNEY Know All Perlms By These Plesonb, tlat MERCHANTS BOtlDltlG COMPATIY (MUTUAL) and MERCIIANTS NATIONAL BONONG, lNC., both being corporatlons duly organlzed under lrre lalr6 olthe Stiate ol lows (hereln colbcliyet called the 'Companies'), and that the Companbs (b hereby make, constilute 8nd apPolnt, lndh/idualty. B G Midstokke; Katherine Gordon; Patricia M Simas; Renee Ramsey; Richard W Pratt of Sacrametrto and SEle ol CA thelr true and lswfi,l AttorEy+FFact with tull po ,er and auhqtty hereby confefisd ln thelr n.me, dace 8nd stead, to sign, exec{te, acknot{edge ard deliler h their behalt as 6uEty any and all boMs. underiakjngs, r€cognizances or othef written oillgatons ln th6 rEture tr|ereof, subjecl to the llmltatlfi tEt any such lnstrumeri shall not exceed he amount of FlvE MILLION ($5,m0,000.00) DOLLARS and to bind tre Companies thereby as tully a.d to the same dtmt as if such bond or urdertaking wss signed by tlE duly authorlzed officars of the Cqnpanles, ard all the ac{s of sald AtomeyJGFact pursuant to the authortty herein glven, are hereby ratilied and confrmed. Itis Povi/erof+ttorn€y ls made dU exeqled p(,suani lo and by auhodly ol the bllowing gfl-a$6 adopted by the Boud c* Drectors of tte lr!€firEnts Bondlng Compary (Vduaf) o{r April 23, 201 1 and Edopaed by tle Board d DlectoB of t''lerdEnb Natonal Bordlng, lnc., on Odob€t 2,{. ml 1 . 'The Presid€fli, Secrctary, Ir6asurcr, or eny Assb|lrl Treasutet d a.ry Assbla{ S€.r€tary or arry Vlce President sh.ll have po!,rcr and aJthodty to appolnl AltorneyrklFad, and to auhorke them to e)€clte on behalt of lho Company. and altach the seal o, the Compary thereto, boods a.,rd undedakings, recognhances, cor{.ads of lndermlty and ofEr witirEs oblhalo.y ln tlE natlle thereof. The signatwe of any au0torlzed ofrcer aod tlE seal of lho Corpany may be af,lxed by facsimfle o. eledroric t'ansmbalon to any Por,!€. ot Atomey oI Cerlncatoo her€of authortlng the execution ari delivery of Erry bord, undertaklng, rccogdzance, or bher surett,ship ougatiollg of tle Comp.ary, aM sudr slgnsture and seEl wtler so tEed shall lSve the sanE force ard efied 8s though marually ftGd." ln Wtness l,/iereol ihe Compmle6 hat e cqus€d thb instrumelrt to be slgned and sealed thb 27lhday of Febnhry , 2012 . ,;$t-o"o-ofi$1' ilEx3ffi xls iiiiJxi"""Jirixl jlL%l^' ffi"F ,ljFri.- STATE OF IOWA COUNry OF POLK ss. On thls2Thday of Februarv , 2012, befofe me appeared Lsrry Taylor, to me peIsonally klovrn.,riD being by me duly 8t'rom did srv that he is pre€tdent of rld M ERoHANTS BONDTNG COMPANY (MUTuAt-) and MERCHANTS NAIONAL BONDING, lNC.: a.d lllit u,te seats aftued to the fo.egolng lnslrurnont is Op Corporate Seals ot ttle Cornpar**; and hat tle gald lrBtrurnenl,rtss signed and sealed in behdf of the Comparies by autprity of tleir respedlw goords of Direciors. tn T8tmony l^,tEreoi I have herarnto set my hard and afrxed rny Oficial Seal al tE Cfty of Des MoirEs, lorra, he day and yeal first Ebove witten. I.IARANDA GREENWALT Clnmi66lon Xumbor 770:rl 2 lry Commkslon E plrs3 octob€r 28, r'11 t{&,,re8*rl lwary Public, tuk Counv, lo*'a ,&f STATE OF IO6'A COUNTY OF POLK 33. t. Vrl0am r,ivamer. Jr.. Soc.etary oa lhe MERCT-IANTS BONDING COMPANY (MUTUAL) d MERCHANTS NATIONAI BONDING,lNC., rjo nereov celft that itre abo,rdard b€soing ls a trE ald co.red copy of OE PO/!iER-oF{TTORNEY o(ecut€d by sald Cqnpad:s, !r .h i3 itil h ful brce erd efbd arld has mt b€on e,neoded or Evoked. ln V',Jqness VvtE eot I hatt h€teu$o 6et my hand and affr€d the seal of ttE Cdnpa.des on lhb 30$ day of May ./rz;..,- {Z*-4 POA 0014 (11/11) {: 13 ,+lti'-'f% ?;i;;,i+$ *ctetary I : i i i I I I I I I t I I I -a- 4003 # -0- 200J Icnuronllr, ! OEFABTI,IBT OF UISUBAIIOEt Company Profile Company search Company Search Results Company I nlo rrnatlon old company Names Agent for Servlce Reference Informatlon NAIC Group Ust Llnes of Euslness workers' Compensatlon Complalnt and Request for Action/Appeals Crntact Information Flnancial Statements PDF's Annual Statements Quarterly Statements Company Complaint Company Performanc€ & Comparlson Data Company Enforcement Action Composite Complalnts Studles Additional Info Find A Company Representatlve In Your Area Vlew Flnanclal Disclaimer COMPANY PROF:ILE Company lnformatlon MERCHANTS BONDING COMPANY (MUTUAL) 21OO FLEUR DRIVE DES MOTNES, rA sO321-1158 800-678-8171 Effective Date Agent For Service KAREN HARRIS C/O CORPORANON SERVICE COMPANY 2710 GATEWAY OAKS DRIVE, SUITE 15ON SACRAMENTO CA 95833-3505 Reference Information back to top NAIC Group List NAIC Group #:3479 Merchants Bondlng Co GrP Lines Of Business back to toP O 2008 Californla Department of Insurance NAIC #:74494 California Company ID #:2482-8 orl2?/t982 Llcense Status:UNUMITED-NORMAL Company Type:Property & Casualty State of Domlcile:IOWA Page 1 of 1 Old Company Names The company ls authorized to transact business wlthln these llnes of insurance. For an explanation of any of these terms, please refer to the glossary. UABIUTY MISCELI.ANEOUS SURETY Date Authorlzed in California: Merchants Bonding Company $vlutual)EI ggoltrE-E3se ut A.U. Bolt*:00059,a NAIC *:l/Elt{ Add.e!r; 210O Fl€ur DdE 06: lrohe8, tA 50321-1 158 !4elfsEtst w.h: !4oE4ed3@!0!!lim.E[ Phon.: 51 5-2a3-8171 FrI:515-243-38t1 FEII r:42(N10010 AlshrEd b tlrDHth ndi( fltHtf"" ffi; an oxcBllent Bbllty to mcot thoi ongohg insursnce olligalbns. Balsd on AM. EEsrs aMlysi!. 0OO5S'{ - il€Ehant6 Eordl.lo Cornod|y {Mu&a0 ls th€ AXB Ullmatr Prrcnt.nd ld.nff.s lhe bFrn6t .nlity of lho corpor€la stl,cr$G Vlw r llrl ol oo.letnd h6Lrrert! .nlitjes ih hi8 luucllle. Bo!t6 Cro.llt Rntrrrqa v 6N all of rhe como€ntsr asiign€d this ral.g a3 . pad ol an au!39$.s-ILo( -.-1 -l R.tlngr Fln.nclelStso Cotogory: Ootlookr Effectlva O.toi A lEe6Jlar ) Vll (450 lr lo{l iD tl00 Mllld|) SlaHc Octoh€r 02, 2ol2 Otrlc.: A.L. Bo.t Compeny. (,(nlicl ilJ FlnrmLl Anllylt Scott DGdd ' lliana0lng Senlor Flnanclal Anlv.t J€.niter Marshall. CPCU, ARM 30.1953 Long-T.m: O(lUooL Efl.cttY. Orta: lnlt.l Rcdng O.tll S|!blc &o5.re.20'12 M.y !0, 2007 Rolalod Fh.nclrl.nd Analytkrl DEtt ih€ folbe,ioo lokE pro$de .ccas. to re at€d dats rocd"ds thdt AM g€sl udiz€s b prEvlde ffna,Ei.l and anaLytica dab on a consclk alad o. branch b.sis. c18618 U!@Ee-Esdis-eellrllcl Groro iF- ArrB C.i.lil Rooort - lnrrr.nce Pr6tr r3ld l - irdrd6r B..ts Finaicial Sllnglh Rstng a,i r.Uood! dong irtrl comfrdl.nsiE 3n lylicrlEnfi€nlary:{ } dobl€d Ducino!! ovso.s anj koy fn.ncl{ o,rii. R.porl Revidon Drtd s/27f2oi 3 (r6plE!.rrl3 tne hoil slgMcant oheng.). , F- Hlliori;al Repons .rr svEilatre h AULeE!!3epe4:!!!cr!!Ef!qE{!9!r!-AIEI!q \i M3r 8.3is iLve and An€ly3ie .ile ft,r tho latoEt .6*3 .nc press rd€on s lor lhis compony .nd il3 AM. Ecrt Glup ?.1 8.Bts Encutlvo Sumn.ry Report! (FlDlnchl Orowlowl - .eaihtle In hI!. verllons, ti€sr pr.aedatgl Ety o ropo.! ,eatlr6 baknc€ !no€( hcDme 3ralqnant ksy fisaoEial pcrfofinenc. tasB hcluding potilrufiy. Iquidiv a.d ll&r\ro .naly6i.. Oatr SLturj 2013 EarfE Stal€m6nl Fl€ - Prc, US Cootan data colnriled a. ol 5/231201 3 Ouallty Ctoss Checked. . lllllLb..lEe4l!ry - Uli y€a.s ot financld dat8 6rGdflcilly C{r lhr!.ompany.. Comradron . slds-Dr.r 6 fio.,ELl dldyi3 of $ir coopary rith a F€r !rcup of !p 10 l5ve oiEr conpad6s you Ell€ct. Co.iolito - 6v.hsle lhh Eonpsny ! finamhls 6gsinlt a pee. group compcllB. R€po.t di!9lay8 lou tllo .v!rro. rE tolal Edrlpoalc o, yarr !el..lsd po.r grc'r. 'd.B.a?. Xe', Rrtlnd Guldo Prorentroon Rorort- hdud6 0esfs Fhanciel St englh Rall.g and fnarEid dab 6s provldod ln lh6 mo6t @d€nt cdidon of Barf! Key RalirE Guid. ,roduq.. ((}l.tl, c{d ct.d.O. and Anavticel P/odecls Bcslt h.lrgnca Raporl. - Odin. - pro. LIS & C.n d. E4rr. kA Rrrho Grir. . P/C. US & Csnad! R€!t! Srabricpt Filc - P/C. US Eeifr Erocdive Sunha/v Reoo( - Commair. - Proo€llv/Casqrllt Bcslr Exscutiec Surlltory R.oort - C€mp6rlcon - Proertlrg.ludtr 816!3 StalollElt Fde - Gldral E $t3 st'to lJiE - Plc. us BoEl! Reoutatoff con&r Mafi€t sha.e Reoorts aosr6 Corpo6lB Clofld!..nd R.tlGrEnB - P/c- US/CN 6€tt6 t ralc€ E)@rls. Erhibl {iEE) - PrC. US 8.str Scn€duln P lto6! R.!!N.s! - PlC. uS B6s& R€oulalory O le. Page 1 of 2 ! I I.*) Rop.c5ent t'E A.M Bsst Consolldabd nnanc ols br h! Prop€r9/ Cas(Elty bulii.3a dlhis l€gll6n{ty. geErs schadulo O looioo.ralo Bondll - US 8.116 Sch.duro D lcodrn..r sbckc) - US Bosts Schatll. O (MunEhEl Bondsl " US Aadl Sdro&b F (R.imutancsl. PrC. US asd. S.hoduk DA 6hon T€rm lrtuellnonts) - P/C a uH. uS Eu.ap6.[ unloo Dl.cl.l{rr. x.6ddld&a c't not !. ot.d lo. r6!de.y purp.to! ln tr. EU 6,e. OlErilG 20ll AEC. ArEr.[.n OlEddm. Flrffdd Swic.. tic.rE. dr'ib.r 411055 uxr, tlo CsDa.IdE Acl oa 2Ol . Cdfsd(,l' ,d d2i001. Cn 0hr7. ll|e AIq. a.{i.nJbr do nd hlstd..t E urc DyABtdlsr u5sr rr|o ar nol d{Ed ar yiEor.l u.dt Cue.n6 Sgvica IP,DCud &rppqt Ia.{ott . Cdlt . I Conld hlo IC6.4€ Alal AM. Eed I SL ilap I Pr.tv!c, Potc, I S.cl,ily I lcl'! ot U.t I lord a Uc.tulnC Cocy.t e 20'13 AU. 4.9 Cop€.t. !rc. Al RIGHTS BESEFII€o. AM. Bort ttffil& ticdq-.rr!. ,nb-r Rrod, oldriLi(. r.loi .r.'ley. CE8s8, U.s,. Page2ol2 BELOW HAVE BEEN ISSUEO iO THE NSUREO MT4ED ABO!€ TOR THE POLICY PERIOO INDICATED. I{OT\^'THSTANDING AMY REQUIREMEIIT, IERM OR CONOINON OF ANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO IAN]ICH THIS CERNF|CSTE I,IAY BE |SSUED OR MAY PERTAIN, IHE INSJRANCE AFFORDED BY IHE POUCIES OESCRIBED HEREIT x; SIJBJECT 70 ALL]HE IEMS, E(CLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWV MAY I.IAVE BEE}I REDUCEO 8Y PAID CLAIMS. THIS IS TO CERTIFY ITIAT THE POLICIES OF INSURANCE LISTED LIgTBPOUCYNUMBERTYPE Of iISI'RAI{CG €ACB OCCUTREiJCE tr,0@ 000 or..{rA6E IO R:NtiO 5300.000 lU FO E/e {^ry q5 dsq}t'0,000 t'.m0 000PER$IIAI A A:^/ INJL?' 6€03413N140 qt1n013 tl1Do14 MERCIAL GE\ERAI I.]Ag]lMY x ccc!R Y t2,000 000GE\ER^! AGGREGAT = t2.000.000Pqocucrs , co+t r& AGG tGE\A AGGR:CAT; U MrI APPUES PER: x LOC r1.000.000 sOOlrY lutnY tP6r F -lr) il toOOILY VLrRY F6i dd.nr) I v1n014411D01381034't3N140AUfOiIOBILE !]AAIUTY AlL o/!l{EoAt 16 HIREDAUIOS scltEulLEo AUrCS NOlto/'/NED AUIOS :ACtr CCCJRRENCE s AOCREGATE s UMBRELLA IAA EtcEsl uAa CCCUR IREIEITI CN IfE-1 oTti- E.t EAC.| AC(IOENT 910rcm0 910C!0@E.I OISEASE. EA EMPLOVE: 510C!000 u\no14 e! asEAsE - PclcY I ri $1n017r3c0064139.131woRr(ER3 CO|{PENI}AI|OIII AiIO EIIPIOYERS UAAUTY ANY PROPRIEIOiIPAiT{EF/EGOIIIIVE CfT CER/TTA'BER P(oIUOEo? nGscRtPtrN oF oPEllAtroNs bra* a Llnll D€d 1,000,000 10,0m qnnc13 ii1n014422522843FldelV Bord/ Emplor6r Dl.hon6!ly oEscRtPTpl,r oF oPERAIIoNS ' IOCATTOI{S ' VtHlClES (A!. ot ACOFD lot, Addldo,r.l Rrixrt. 6ch<,tlo, I iror. aol.o a nqu Additional lnsurod stafuS &Dl:es to r€quegt€d entities if rBqulred by written colkad per he attached ondoGemont(s). CovBragts is Primary per attached endorsern€nt Waiw] of Subrogetion applies to \ ,/orkors cdnpensaton psr attachec ondorssnerlt iQo",t THIS CERTIFICATE IS ISSUED AS A IIATTE R OF INFORMAflON ONLY ANO CONFERS NO RIGHTS UPOi.l THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NESATIVELY AI'END, EXTENO OR ALTER TI]E COVERAGE AFFOROEO BY IHE POUCIES BELOW THIS CERTIFTCATE OF |i{SURANCE DOES XOT COISnTUTE A CONTRACT BETWEEX THE |SSUTNG TNSURER(S], AUTHORTZED REPRESENTANVE OR PRODUCER. ANO THE CERTIFICATE HOLDER llrPORTAtlT: l, th. certli.ate holder lE r[ ADD,TIOiIAL IIgURED, tho ponqy(i@) muat be endo6od, ll SI,BROOATIOi{ lS WA|VEo, .ubroct to tto terms and condldonE of thg pollcy, cgrt ln policlG m.y roqdro an endoEemorL A ctstomont or thlE corlltlcats doss not conler dght8 to lhe cerdflcatr hglder ln llgu ol such errdoraomooqs). troo(rcER lnted^bst lnsurancs Services (UNlvEol) License #0801094 100 Pringlo Avanue, Suib 550 Welnut Croek CA 94596 n r9{REf, a:Travelers P/C Co oI Ameri., IISUREO Universal Building Ssrvioes 3120 Pierco Strset Rlchmcnd CA 948M llslJRER B :Fralarrl lncr rrrn.. Cdmaanv 70rP.1 ,,1€t REf, c Cvoaess lnsuranc6 Comdanv 10855 [iSt,RER D: INSURER E: CERTIFICATE OF LIABILITY INSURANCE COVERAGES CERTIFICATE NUMBER: 2,1.t3918079 REVISION NUMBER: CERTIFICA HOLDER CELLANON City of Burlingame '1351 N. Csrolan Avenue Burlingame CA 94010 SHOULO AXII OF THE AAOVE DESCRIBED POUCIES AECANCELLED BEFORE THE EXPRAIIoI{ DATE IHEAEOF. 'IOTICE wlLL BE D€LJVERED IN ACCORDAXCE WITH THE POLICY PROVISK)NS. AUIHORIZED REPiESENJATIVE lilr*- F @ 1988.2010 AcoRD coRPoRAnON. Alldghts rsservsd. ACoRD 25 (2010/06) Tho ACORD nams ard logo ats r€glstered marks qf ACORD THIS CEFTIFICATE SUPERSEOES PREVIOUSI.Y ISSUEO CERTIFICATE t, GEIIERA! LIAEIUTY H'lPi,i. ."".oec-qzz-rr nn I Policy #6603413N140 Thls sndorsemgnt modiliee insurance provldod under ttre following: COMMERCIAL GENERAL L'ABILIry COVERAGE PART a) ln the ev€nt lhat he Llmits of lnsurance ol this Covorage Pad shown ln tho Dodsretions excsd the lirnits of llablllty roqulred by thB .l,vriden conhact requklng insurance', tho ln- surance pfovidad to the addilofral lnsurod shall be llmlted to he llmtts of llablllty re- quired by that "wrllten conuacl requiring ln- suranco!. This sndorsarnent shsll not ln- ffease tho llrnits oi insufance doscrlb€d ln Ssdlon lll - Llmlh of lnsurance. bl The insu,rsnc€ provlded to tha addltlonal in- sured do€s not aPply to 'bodlly iniury', 'proP- erty damage' or 'psrsonal lniur/ arlslng oul of the render,ng of, or fallure to rendor, any prDbssional archilec{ural, englneerlng or sur- voying sgMces, including: l. The pr€paring, approving, or falllng to prepsrs or aPprow, mapsr shop dr8w. lngs, oplnions, rsports, surveys, fiold or- ders or change ordsrs, or the praparlng, approvlng, or failing to prepara or ap- prove, drawings and 8pecmcatlono; and il. Supervlsory, inspecliqn, archlt€ctural or enginsodng aotivilies. c) The insuranco provided to th6 addltlonal in- surgd doos not apply to "bodlly lnlury' or 'pop€rty damsge'caueed by "your uDrk" and lncluded ln the ' oducts-complet€d otr oraflom hazado. 3. The insuranca providsd to lhs addltlonal lnsurod by thls gndors6m6nt ls oxcoss over sny valld and 'otha, lnsurancs'. But the lnsurancg provldod lo the addldonal lnsurgd by thls sndorssrnent still Is excass ovsr any valid and collactible "other in- gurance", whether pr,mary, oxcoss, @ntingont or on any olher basis, thal lE available to he addl- tjonal lnsured when thst porson or organlzation is an edditlonal insurEd undsr such ''othet Insur- ance'. 4. As a oondltlm of coverage provlded to the addltlonal hsurBd bythls endorsom€nt a) The addiuonal lnsured must give us written nouca as soon as pradicable oI an'oco.]l- renc€' or an offense which may result in I clalm. To the extent possiblB, sudt notice should lnduds; L How, when and wherg Lhe'ocoJrerEe' ot ofenss took placa; il. The names and addresses of any iniurod persons and witnesgss; snd lll. The nature and locatlon of any InJury or damage a sing oul ol lhe 'occurrence' or offenso. cG D2 48 08 05 @ 2005 The SL Paul Trsvelers Compsnisc, lnc.Page I of 2 COI,4MERCIAL GENERAL LIABITITY THIS ENDOHSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, BLANKET ADDITIONAL INSURED (GoNTRACTORS OPERATTONS) 1. WHO lS AN INSURED - (Sectlon tl) is amended to lnaludo any p€rsor or organEatioo hal you agr€o in I \vrltl6n contract requlrlng lnsurance" to include as sri addluonal lnsurod on thb Covor- sge Pa(, but: a) Only with respoct to llablllty for "bodlly lnlury", 'p{operty damage' or'personal inlut'; and I I t i I j iI I I I i I I i a : i insured wlh resp€ct t lhe Lvrihsn contract lnsu rsnce' specifl cslly COMI\,IERCiAL GENERAT LIABILITY b) lf a clalm is made or'sult'is brought agalnst the addltlonal ln6ur6d, th€ addlllonal lnsurad must: l, lrnrnedlately record the sp8clffca of tha clslm or 'sult' End the datg recelvedi End ll. Notiry uB as soon as prac{icabl8. Th€ additionsl lnsursd must 8ee to h that we recsive wrltlsn notlce oI the claim or 'sult' as soon as prscucable. c) The Bddltional lnswed musl lmmediately send uE ooplss of all lsoal paperB received ln connecfon wlth he dsim or 'sull', coopeEte wlth us ln ho lnvestlgatlon or ssttemenl ol h€ claim or dstense against ttre "Euil', and otl1erwbe comply with all pollcy cohdidons. d) The addluonal lnsured must tsnder ths de- fen6e and lndemnlty of any claim or '8ulf to 6ny provlder of'other insurance' uiridr uould cover lhe addltlonal inEurod for a loss we cover under thls endgr8srnenl Ho$rever, thls condiuon doo3 not affoct whather the in8ur- Pollcy +6 603413N140 an6€ provld6d to th€ sddltionsl lnsurod by lhls endorsemont ls prlmary to .olher insur- ance' availablo to th6 addltlonal insured Mrlch covsrs that p8rson or organization as a named insur€d as descrlbgd ln parsgrapl 3. above. 5. The folloMng definitlon ls added to SECION V. - DEFINITIONS: 'Written contract requlring lnsurance' m6sns that parl of 6ny wdttsn contlrct or agrBEmsnt undor whlch you are requlred to Include I peEon or organlzauon as an addltlonsl ln- Eured on thl6 Coverags Part, provld€d that the 'bodlly lnjury" and "property demage" oc- cur6 and the 'p€rsonal lnluqf is calsed by an offeme commttled: a. Afler the slgnlng and exsq$on ol the contracl or sgr€oment by you; b, Whlle that part ot the cont!-ad or agroement is in strecB and c, Beiors the end of the policy period. Page 2 o|2 o 2005 The St. Paul Travslcrs Companies, lnc cG D2 48 08 05 I 1 I I t I i i I I I ! 6603413N140 COMMERCIAL GENERAL LIABILITY This endors€mcnl modmes insuraDce pmvlded under the following: CoMMERCIAL GENERAL LI,ABIUTY CoVERAGE PART PROVISIONS COMMERCIAL GENERAL LIABILTTY CONOTTloNS (S€dion lV), P€r6graph 4. (oths, lnsuranc.), is am€rded as follows: 1, Th6 following is Mded to ParEgraph a. Pdmary lnsurancet However, lf you spscmcally agreo ln a wltlen gon- trad or writtcn agreomenl thal lhc insur€ncs pro- vlded to sn additional in$rod under thls Coverego Part must apply on I pdmary basls, or a prlmary 6nd noB.conldbqtory ba8is, lhls lnsur. ance is pfimary to other insumncs t|et l5 rvsil- able to such addltlonal lnsurgd wtllch covers such b. Th€ ,persond injury' or'sdvBrllslrc injury' for uhl6i coverage iS souOht aises out ot an of- Iense commtttsd subsoquenl to the signing and executlon of llrat co trad or agrpemofll B you, 2. fhe irsl Subparagrapn (2) of Paragr6ph b, Ex- Esss lnsur8nco regsrding any othsr pdmary h- gurance availaDle to you is deleled. t. Tha followir8 is 0dded to Psr8graph b. Exce!! lnlurance, as an additional subparagrapi undor subpa.ag.eph (1): Thet ls available to lhe h$red wh€n th€ insured ls added as 6n additional lnsured und€r any othe, will not siarB wlth th8t olhor insuranco, prDvided lhat: a, The "bod y lnlury' or'pIoperly damsgo'tor rvtliclt cov€rag€ ls sought occulq 8nd li6yJnduding-anfErabrelle!r€xoess-Poli cc Do 37 04 05 Copyrglfl 2005 The st. Paul Trsvelers companies, lno A|l rights reseNed. P6ge 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ ITCAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS I : I i I I I ! i I I I I I I I l I I i 1I 1 I I I I I I I I I iI Policy Number: 810 3 4l3N 14 0 COMMERCIAI, AUTO THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsemenl modifies insurance pro,,ided under he following: BUSINESS AUTO COVE&qGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM Wllh rsspect to coverage pro/ided by this endorse- ment, lhe provislonE of tho Covslago Form apply unless rnodltied by the endorsemenl, The rollowlng is added to the seetlon ll - Liability Covsrags, Paragraph A,1, Who ls Arl lnsursd Pro- vision: Any person or organlzatlon lhat you are r€qulred io include as a dditlonal insured on lho coversge Fom in 6 wrltten confact o, agreem€nt hat Is signgd and execut€d by you beforo lhe "bodlly injury" or'properly damage' occurs Bnd lhat is in efled during the pollcy period ls an 'lnsured'lor Liabillly Coverage, bul only ,or damag€s to which this insurance appli€s and only lo lhe extent that person or org8nlzalim quallfies as an 'in6ured'under lhe Who ls An lnsured provlsioo contained in Secton ll. cA T4 37 0B 08 O 2008lhs Trrvelers Comprncr, lnc Page 1 of 1 WORKERS COMPENSATION ANL EMPLOYERS LlABlLlry INSURANCE FullCY wc 89 04 10A (Ed 07{7) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT.CALIFORNIiA BLANKET BASTS We havs tho rlghl to recovor our payments from anyone liable for an lnlury covered by thls policy. Wa wlll noi enforce our rlght against tho parson or organlzation namod ln the Schedule. (fhls agreemBnt apptl€s only to the axt€nt that you perform wprk under a written contrad that requires you to obtaln this ag'eement from us,) The sddltional premium for thts andorsement shall be 2'00 % of tra lolal policy promium otherwls€ duo trt 6uoh r6muneratlon, The minimum premlum for this endo6om6nt ls $ 150-0lI- Schedule Person or Orgsnlzallon ALL ORGANIZATIONS FOR WHOM THE WAIVER OF SUBROGATION IS ISSUED EndorBomentEffectlvo O4lO1l2O13 Pollcyl'1o 3300064139-131 Insurcd UNIVERSALBUILOINGSERVICES lneurance Comparry Cypress lnsuranc€ ComPanY wc s9 04 l0A (Ed 07{7) Job DeEcriptlon ALL CALIFORNIA OPERATIONS Endors€menl l,lo. , Premlum $ countersign€d by i I i I l ,t I l :l :l l I! i i I :i ! I I Ii I tI l t t I I I f This endorsemont changes th6 pollcy !c \Yhl6h tt ls atla€fEd and ls etfacllvo on lhe date issu€d unl666 otherwis€ slat6d' (fhe informauon bsloli|, ls rsquirod only whgn thls srdotssmo[l ls l6suod subssquent to prepsratlon of the pollcy.) Company Profile Cofirpany Search Conrpa ny Search Results Co r.lDa n v Infoimation Old Company Names Agent for Service Reference Information NAIC Group List Llnes of Buslness Workers' Compensation Complaint and Request for Action/Appeals Conta ct Iniormation COMPANY PROFILE Company Informatlon TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA ONE TOWER SQUARE HARTFORD, CT 06183 466-336-2077 Old Company Names Effectlve Date TRAVELERS INDEMNITY COMPANY OF ILLINOIS (TIIE) OU!2/2005 Agent For S€rvlce KAREN HARRIS C/O CORPORATION SERVICE COMPANY 2710 GATEWAY OAKS ORIVE, SUm 150N SACRAMENTO CA 95833-3505 ce-Infornlati NAIC #:25674 Callfornia Company lD #:2495-0 Date Authorized in California:04/76/L982 License Status:UNLIMiTED.NORMAL Company Type;Property & Casualty State of Domicile:CONNECTICUT back to top NAIC Group List NAIC Group #:3548 Travelers Grp Lines Of Business The company is authorized to transact business wltirin these lines of lnsurance. For an explanatlon of any of these terms, please refer to the glossary. AIRCRAFT AUTOMOBILE BO]LER AND MACHINERY BURGTARY COMMON CARRIER LIABIL1TY Financial Statements PDFS Ann ual Statements Quarterly Statements Company Complaint Company Performance & Comparison Data Company Enforcement Action Composite Complaints Studies Additional Info Find A Company Representative In Your Area View Financial Disclaimer Page 1 of 2 I j I I i I I I I I i I i I I I :l I I l 1 ', i I 1 i l i i I l t I II i i t ! I I : I II I I t I FIRE UABIUTr MARINE MISCELLANEOUS PLATE GLASS SPRINKLER SURETY TEAM AND VEHICLE WORKERS' COMPENSATION back to top O 2008 California Departrnent of Insurance Page2ol2 Travelers hoperty Casualty Co of Amer EI elqulEn3s! O A.M. B€t* 00146t tlAlc *:25674 ddr.rr: OlE lol,Er Sqare Harto.n, CT 00183 Udbd SlaleG W.br WIEAd9E lell Phonar 86 o-?7't -01 11 ?z* AO-2n-7AO2 FEI *: 352719'165 a .up€riorcbrllv 16 meet their onlolng insuranco oulodiolts. aalsd on A.M. 8.st'r anElyEis, 0{8470 - Travolerr conc6nle3 lnc. a U|c AlllB ulumato P.rort 6n l ideolifie! lhe rcpmosl a.hy o, iho corpor.l€ rtructuro. Mo,r, a lbt ol 909Eli!Ci0!!I!!993qUE! ln lhi. sltuc-tJlB. I Bosfo crcdltflrtlng!'1 - - -.'-'--'--_.- '--.J vl6^, alr ol he E]IeqILEg a$igmd thk' let ng ar s pair of an 8!ILEglD!-U-d! Oftlc.: AM. B€lt Compety. oldrlct NJ Srnio. Fln.ncl.l AnJyrt Uich!.|W Russo A5.blrrivlc. Plr.ld.nt Mlchad J. boomarsho CFA R.log: A+ (StFrb.) Flnrnclal Sh. c{.!ory: )(v (42 Brbn o{ gr€abr) OuUooI: Poi*ti'6 Acton: Arftm8d Etr cdvr D.t : May 30, 2o1l lol0rlRain0 Dat : Jur.30. '1912 toidrll8lMlh({EiE Long.Torm: Oullml: Efflctlv. Dat6 aa May 30,2013 Aprl18 2005.lRadrg Drto: .'1, 'l t '.:.:- Mail Bct! N.lyrandAialysis ste {or ths lalBsl new. ard olt$ rplos.es lor his companr and il6 A.M. B6!t Grcup. B..t'. Encuttvo Summery Reporu lFlnrnchl Ov.rvl.*) - evaileBr h lhr.. ven$n . ther. prB.ntalbn stla IEF.IE lbotvlE ba rnc6 .heel iocome Btstomanr" k6y nnandd p€do.rnaflc€ Etlr includinC proftablily, llquidlv and ro6:.rE drstsb. o.tr Sgrur: 2013 Besl's S'lalement FIe - PlC. US Conblr|. dala comptGd a!of 5,/2312013 Ou€llty C.os! Checled. . Eiorb.-qeqDCry - fivE y.ar6 J nna.Eial daua rp6ciflcdt a.l lhir companr. . Sgolllbe! . si&'by{*ls tu|andal analysis ol his comp€ny *ih ! F.r g,osp or up tt flw olher cotl]panles you s.l€d . SscllllE . Eveluate tilc companys rlnanciai! agrhd € p6.r orcup @fi9otib. Repod d]3daF bour 0lc 6vorag6 6nd totd composito of your ldeelod seer grcup AllB Credrt R.oort.lnqurllrcc Profor.lodl - trcl,dei B6ts Flnanci.l Stugth Rat.0 t.d r.tomlo eloi8 wilh comPtlh.niv!.mlyficd.omlrEnhry, (lqtrIed &!h€.E ot.rv ew lnd I€y lln.ndal d.b. R6po.t R..vi6loh Dat: 5Bqr20l3 (r6p.!!ent th6 Ltall .ionllc.nl chtro€). HBb.h€l R.por1! alE al/Eilablo in@ riC g.rt'r t(ov Rrthq Guid6 Pres.ot Oor R?!9!! - hdudo. 86!(r Fhaftid StEngh Raling .nd financial dala '3 ?rcvil€d ln tno most curent t.lilbn olFi iiiEiiliG@d6?.".cno.o. 8o!fr lniu..nce Rloorts - Onlhe - Prc. US & Cguda 6€n s f.or Rirho Gurda - Pic. US & Canad. 8€srr &riam€nt Fil6 - Prc- Us Barls aeqlks Swn.rsy Rcoort - Cofio.dson - P.@6rtv/Casusllv B.st'e Ex..{w! Sl,mmafl Rcoort - Comoost6 - Pmoa.ty/C.sudlv B€.t! Slat m.nt Fil. - Global Boif8 R€aurslo.v C€n[s Marl6t Shar! Rsr.fls 86(. St io un. - P/D. us gorb Ccroorale Cn.no€. end Reltrements - Prc. US,/CN B$fB lnsudnco Exoens€ Exhiiit flEEi - Prc US Ce$!.!$s!dn-El!e!!-8s99&eE)i-EIe.-US Eoift R.oLnab Clnllr 8.!tt Schedul. O lcolr)oraE Bond$ - US B63ls Sch.dul€ D lcoi tlon Sioctsl ' US 'geds&ha!d!-0l!I!ddB4-0e!c!rj qE e93!!&njqlsflEd!!!l!!!f}-E&-iJs Page 1of2 @ + $iad.r j I I I 1 l i ,!I I I I I I 1 ;i AEtn[rn Dkd.sB ioar'tca dd.. rd .r. ma . lEcd rsdlaofl 5 bc u5!d b n*e ill,!6rrg1l]Dl,dE{in! iodldrr. Arll. 60.l A..** t! b l!gan:.d d a C.rd REttr A{tq ln &&Dra d hddt t Errdd SxracE rt.rE rlntt.. alltl55 l'n r !E C.rpdElit,l! AcI ol2m1. cdDo.st6.a.lol2(p1.cll..r,.ln.A.adv,Ebibs3l!iotr*.lrbdlb.u$!!A/!r.I!tl.rat|joiE,Eld€h€da.{,io6abuts!. Eu.o9..ft Unlor OlEbrli.r AM. B.3! Cdrprt ald l..u[id.do! i6 not t€d.rded a E{erml qE g A!!6..mdl h.ltlon GCA) h |1. ErDpd.r Uioa (Br. Credit.*{r L!u.d by Alt E .l Cdnp-,.nd lb e$d.lai.! r.ll nol tr. rlld hr lEflEry p(xDos.! h 0le EU G F IErv€ {para8,Ec. CuslrB Servto I PtDdrrcl Slppdr Moml6r Csrn€.lCdrtocl lr& Cflo€.s Abdit A"U. Bost I Slrc Map Pnvicy F,oflc, I S..'Jdt I Tolmr ol Un I Leod e Ucening Copylifil O m13 dM. &n Comp.ry, lm. AlL RIGHTS RESEqVE 0. A.M. B6sl \'\h.ldvvld. tl6.dqu.di'6, Arso4 aod, ob|icr. Nsv, J.lsry, 08458 u s.A- Page2ol2 I i i i i I I I ! I I I III I I I I lcAL|F0BNtA i DEPrRfilrilr of rHsufiAlloE\ Company Proflle Company Search Company Search Results ComDanvInfoimation old company Names Agent for Servlce Reference Information NAIC Group Llst Lines of Buslness Worke rs' Compensatlon Complaint and Request for Action/Appeals Contact Information COMPANY PROFILE Company lnformatlon Old Company Names Agent For s€rvlce NANCY FLORES C/O CT CORPORANON SYSTEM 818 WEST SEVENTH STREET LOS ANGELES CA 90017 Reference Information FEDERAL INSURANCE COMPANY 15 MOUNTAIN VIEW ROAD waRREN, NJ O7O6t-1615 aoo-z5z-4670 back to top NAIC Group List NAIC Group #:OO38 CHUBB & SON INC Lines Of Business 20281NAIC #: 0059-6California Company ID #: 721r8/19O?Date Authorized in Californla: UNLIMITED.NORMALLlcense Status: Property & CasualtyCompany Type: INDIANAState of Domlclle: Page 1 of 2 Effective Date j I t I i I I i I ! I I I I j 1 i I I I i I i i ! I I I i I I I I I I I i ! : ; l , l I I I i I 1 I I I I I I I Financial Statements PDF s Annual Statements Quarterly Statements Company Complaint Company Performance & Comparison Data Company Enforcement Action Composite complalnts Studies Additlonal Info Flnd A Company Representatlve In Your Area View Financlal Disclaimer The company ls authorized to transact buslness wlthln these llnes of lnsurance' For an explanatlon of any of these terms, please refer to the glossary. AT RCRAFT AUTOMOBILE BOILER AND MACHINERY BURGLARY COMMON CARRIER LIABILIry CREDTT DISABIUTY FIRE LIABILTry MARINE HISCETIANEOUS PLATE GLASS SPRINKLER SU RETY TEAM AND VEHICLE WORKERS' COMPENSATION Page 2 ol2 back to top O 2008 Califomia Department of Insuranc€ Federal lnsurance Company E eriluaalrqc (o AL, B.3t*: Ur20E l llAlc r: 202E{ Addrr..i 15 M.l{Jnl,.in Vi Road Wooe1 M 07059 Unit d Slal€s lv.b: r4!g!Er!!gE Phone:908-S0$2525 F.r: 904-933805 FEIN r: 13r963496 alrrsngd lo rh.,.!!!!{Lirnl: conrpani€6 AryUal hav! ln A* ahdo. a lupeiror ibiiily to m.!t t|ok onooing l urarpe otrfloations. B!!€d oi A M. Beeti .ns/y!h. 0583{2 - Tho Chubb Corporsttdl i! ulo Allla uttt|ai, PE.ontand U.ntlb. lhc bp.ho.l.nlitv .d thc corpo€b slrucnre. vllf a lbt of ![&E!![|B]Ia!99!E!I!U h hi. llrucire. I A€st's Credlt RaUnAc Vioy, all of h. @@q!igg a6signod thls la$ng 6s o Ped of alt AMB Ratno L{it I Om"o, ftr. g""t Crrp"nr. Odtlf,( J , ! 6orlor Fln.nchl an.ly!r: &Ln o'Lad. i I l.mglng 6.nro. nnrnclll An.tiu Jo tis. i MalEh![. cPcu. ARra Rathrr A++ (S'+odo, Fln6ml.l SLi c6to0qyi xV ($2 Elllon or gllabr) Outlook: Stable Acuon: Am/rncd E|IECUYE D!ts: Itlsrch 08,20i3 31 1907 Lorg.Tcrm: Oudook Eff.ctl1,o D!to: hiti.l Ratjog Oato: Stabb M&th 00,2013 ar,l 17. 2m5 I I __l Tn6 follor/nng lhks prc$d..c6ss b lBlstsd dib rEco.ds ih.( A.U. gast utiliz6! b Prcvtse ,inmctal .nd .nalyti:d dala on s consoli,ai€d cr btanch b{3ir' ooo012 cl bb G.o{o o{ lnluieoco ggoDalE! Ropr6se.l. lh€ A.M. 86st Conlolidatad frnandals lE* lh. Prop€rtv/ C$ualty bLsinsss o( lhls OE73O Fedoral lnsrmnc. Co.noanY CAa Rerroserl3 fnanclqis ror t1e Canads Bl.{ncn d fiL leg8l 6nUty O9oo.l2 F€d6la1 hsuta.o€ Co HKB tin..rials b. t|o Hong Koog Elrodr of !\it l€oal eolrly 090456 Feclelai In&tzn.! 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US Contrlns dals co.Diled a! oa 5lz3l20l3 Outlty Caoss Chnded' SI!{E!.SOp&4, " fiv. yer6 oa finenclal daE lP€dfcelly on thb cdrwenY. Com!adaon - sido-Dy-6id6 flnancial ooalyEls of tltu coaDany wilil 6 p6!r gloup ot uP to fi\r. olh.. comPanj€! you sobcl Cornmalb Iiir-ab uri "omp.ny. nn nclah loaihC. D€or omup compolrte Rdrolt &day. bd0t lh6 .v.teg. 6ad lotrl c('rpcsiE of your 6.leclid pccr 0rqlp g.3f3 X.v Rrtho cutiro proierirtlon Rloo.t - ind!.,€t Bast! Fh.ffial S&lngh Rdftg tnd fn.ndd data a! Provir6d h dl€ o)Gt cufttnl.dl!o,r oI Berf. Ks, Ra$ng G'rtd€ Producle. (Qrctv cJ6t ch.dqd). BElts lns{r.nc€ Rgo.xb - Onlh6 - P/C. uS & C€n6d. BasI! f€v Ralhd Gud! - Prc. US & C.nada 8o6fr Stit r.cnl als - Prc. US B6!fs Exeodlv6 Suii{ne R€odl - comcollto _ Prco.dvlc.lualv Essfs Execuli/o sumrlerv R6!od - Corrloarjson - koDenv/Casualw aesri Stal€nr€nt Fllo - elobd Brd. 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BGd xcbcllor arB nol l**xLd hr u.. !r Ardrd'l u$rs dD ro not deir.{ d *h6}nale u!{*. Page2of2 :! i a! I I I I l j i I Cypress Insurance Company (CA)E effL$*ionlr 0) A.r{- Ao.l r: 000308 t{AlC l: l(1865 Addo..:525 Mark t Stseet Su[€ 3110 Srn Francb. C+19,{105 lnltsg-5E&c w.b: !ryI[iqllo Pnore: 88&il9t89rl9 F.r: 41 S3957750 FEi t: 9550a2929 Aelisned 1. rtu4!&!ll r.ttc compsn,rs <!Eir>0lrl havo, in ll+ ful.. a slp€rior ab![ty lo m6el lhd r on6olrE lnsurinca ouleatlons. 8s.€d on A.M. Scsfs analy$s, 0!i833a - Blrt6htrc Helhaway lrc is th. Allg Ultilh.to Porcnt rnd tsnlitlos til6 t prDctl 6nthy dtl'ecorporeE rtslelLrq vbw a ll of 9!gg!!!g&gle!gl!0$i!!ln fib 3lruct1r.. B.!fi Cr€dit V'e* s{ ol 0,lo teE!3lEg a36l0nad lhi6 .aih! as a pe 1 oa .n AULEBIIiIIUdL Rating: Otfrc.. AM- S€3l Compaiy. Oldwid NJ S.nlo. Flnrnchl Anrlylt Rob.r: V6l.nta : Acrl.bnt vlce Pre.ldont Gotad J. Atonjri Flnanclal : Oullook iacuon: Ar+ (S,/pqir) SL. Crl.g,oty: XIV (a'1.5 Blllon b 12 Eition) StabL A[tmod 11,2012 30. 1973 Term ls*er Ct..Et Vl D.tlr{tbi i Long-T.,rn; O(rdool: Effectlv. Dat.: lnldrl Rltins Dtts: Slalle Juae 11.2c12 Apd 11 2006 i:- BGfr Exocluva Som|ttery R.poit- (FlMncLl Ovcrvler, - ivailaUc h lhrs ylrllorl.. t l6s. Prcso^lar.bo ltyL rPorB rc.luE b&ncc .heal. incom. 9!!: dotont€nt ksl ftlan,l.l p.domarE tlrtr lndudlng profittbfity liq{ridv and res.rlrc EtFrs. Ort Strtlgr a)13 aGtr Slen rl Frc-P/C. Us colltants dsl€ cor't*d s3 d y23201! Quafv Cro6s Chocked . glgjflgEr3ry - rbo yea6 of flnancld daii 3p€q'rrcdt ofl thls comPanv . srq!td!4! - .id*5r-sid. thancrd EnalFis ol hL conPsny $trl e Po..oloup ol up b fir€ oth6. onpanioi yo! aoldcl. . compo.lto - cratuaO UtE companyt finandat! ag.inst a pc6r grorp cofipo3it . Report diipbr3 both lha !w,?gr.nd br.d cdrPoCtll of tour.dc.lEd P... glDuF. lS Beltr Xev R.Uno cutdo piclonrstton Rpoort - lndudB golrs Flnadd 6tE rgh Rding and fil6rd.l dlti as poYdad ln ths ,rlosr drrEtn €diliirn ot B' Eesfs fty Rating cuito poduclt (tuadt clu ct!*!d} V slt Be31's News .od Anatysis ste tor tle blE6l lgllidElqliEES:rg hr Uft company tnd lt!,q.M Bosl GrcuP f, .r. AtE Cr.d R.Eoi . ln.lancc Proira.lon.l - hcrud.s B.rt! Fhr|clj Stsen{fi Ralig and ralirnCo d(rlg r,ith con9..i.nsiv. rnatlbd co.flrienbrY delaiBd lruliaro6s ovoruew and 16, illtanohl ds[a, Reporl R.vlsion O.br 31212013 (69re!6nts h€ latsC.ignltc.nt change). Hhlorical R€po.E aro 6t/aLble in AMB Cr.dit R.oo( - lllsur3rE P'oitssionC Athlve l.l ond Anrlytlcal Pro'luctt 8.sts lnlr.lance REoort! - O{in. - Prc. US & Caiadt B.3t! lGv RstiE Gurlta - P,c. us & cio.da Eests Statedpit m9 - PlC. lrs ga{g elsc1ldr! Surinan/ R6oon - Cqnoolit - Proerwr'Caiudlv Be.l! 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P4e2of 2 i I I I I l I l 1 l I I l I I I t t I l I Company Proflle Company Search Comoanv I nfo riratio n Old Company Names Agent for service Reference Information NAIC Group List Lines of Business Workers' Compensatlon Complaint and Request for Action/Appeals Contact Informatlon Old Company ames Agent For Service CYPRESS INSURANCE COMPANY 3333 FARNAM STREET, SUrTE 3OO oMAHA, NE 68131 800-834-3848 Effectiv6 Date Financial Statements PDPS Annual Statements Quarterly Statements Company Complaint Company Performance & Comparison Data Company Enforcement Actio n Composlte Complaints Studies Additional Info Find A Company Representative In Your Area View Financial Disclaimer Referenc€ Intormation back to top NAIC Group List NAIC Group # Lines Ot Business OO31 BERKSHIREHATHAWAY I t I I t t I i I t t t I I I I i l i ; The company ls authorized to transact business withln these lines of insurance. For an explanation of any of these terms, please refer to the glossary. AUTOMOBILE BURGLARY COMMON CARRIER UABILITY EIRE UABILITY MARINE 10855NAIC #: 1726-9California Company ID #: o3/08/1963 CALIFORNIA UNUMITED-NORMAL Date Authorized in Callfornia: State of Domicile: Company Type: Page 1 of 2 License Status: Property & Casualty COMPANY PR,OFILE company lnformation MARGARET HARTMANN 525 MARKET STREET SUITE 3110 SAN FRANCISCO CA 94105 MiSCELLANEOUS PLATE GLAS5 SPRINKLER SURETY TEAM AND VEHICLE WORKERS' COMPENSATION back to top @ 2008 callfornia Department of Insurance Page 2 of 2 AMENDilIENT NO. I AGR.EEilIENT FOR JAIIITORIAL SER}'ICES ORIGINAL TEIS AMENDIIIENT NO. l, made and eatered into this 166 day of September 2013, by and between the CITY OF BURLLNGAME, a municipal corporation [hereinafter "City"], and UNMRSAI" BUILDINC SERVICES AND SLIPPLY CO. ftereinafter'Contractor'1, amends the Ageement tretween the parties dated May 17,2013 [hereinafter "Agreement"]. WHEREAS, the services of the Contractor under this Agreement are to be available upon the execution of this Agreement until May 17,2016: NO\Y, TIIERI FORE, IT IS AGRIED AS FOLLO\I'S l. Cont Price. The contract price is iacreased by S1,236.00 (&om 5525,072.00 to $526,308.00) due to a 1.6910 motrthly price increase for police station seftices, as indicated by the additions and deletions il Exhibit A. 2. !S9@9I!. The following provisions contained in the contract book titled "City of Burlingame Janitorial services" are amended: a. The Special Provisions, Section 2.15 titled "Cleaning Hours and Holidays" (page 4l) are amended by modi$ing the cleaning days for Fire Station 36 &om "Monday, Wednesday, Friday'' to "Tuesday. Thursday, and Sunday''as indicated by the additions and deletions in Exhibit B. b. The Special Building Provisions, Section 3.8 titled'?olice Statior, I I I I Trousdale Drive" (page 58) are amended as indicated by the additions and deletions in Exhibit C: tl Striking "300 linoleum" in the total floor covering and replacing it with "480 VCI''' ln the "Hallways" Arca, adding "Tile" to the Type column and *130 VCT a:rd 670 Carpa" to the Comments column. In the "Lunchoom" Area, striking "300" in ihe Square Feet colurnn and striking "Linoleum" in the Type column, and replacing it with "350" and "VCT" respectively- 3. Except as expressly amended in Amendment No. I all other terms and conditions contained in the Ageement, as amended shall remain in full force ald effect. CITY OF BI-,'RLNGAIVE -co CTOR" a lvlunici al B B Lisa K. Goldman, City l,vlanager DeV lncenz r U lI I Building Sen ices and Supply Co. Approved as to fonn: Katl een City Attomey Ill Mary Ellen ey, City Clerk CiTY IL1LL - t5J,'ll ij8-7Zi'l PUBLIC *'ORKs - 5OI PRI}ROSE ROA' Br,iRt I]i c.\\8. cAliFoRNI.\ r.rct0-]99: @he Ottg of Eurlinganre EXHIBIT A COR.,OR-{TiON- yrRD _ (6 tot JJE-;6:t 136r N C.TROiAN AVa AURLIi!CA-\IE. CALIfOP-\lA 9illr-:1ll \la1 I ". 2013 \[r. .A.mie Tong Universal Building Sen'ices i [?0 Pierce Street Rictrmond, CA 9+30.1 Re: JanitorielSen-ices Dear NIr. Ton,e: The Ciry of Burlingame wishes to thank;-ou and cong:-atulate you for participating in the Public \\'ork Department's bid process for the above-idenrified project. Your bid to futly complete rhe project's scope of*ork rras the *'iruring bid. Enclosed are tlre original and rto copies ofthe Ageemenr Please have the original ard one copi signed and sealed rvi:h lour corpora:e seel, and then retumed to the Corporation Yard. The other copy is for your files- You u'ill receive a full.v executed copy after &e Ciry signatures lrave been affired. AIso attached is &e Labor & {aterials bond. Please note, rve have rer.ised the araual costs in lour bid (see the tert in red font belo*). YL"ur origin2i annua.l costs \vere incorrect for Years 2 and 3. The bid form states: "\&rhere there is a discrepancy benr.een item unit price aad extended total. unit price rvill govem." The annual cost formula is: cosa per month x lf- 1- City Hall 2. Main Library 3. Easton Library 4, fi.e Stadon 36 5. Recre.tion Center 6- Oo^nelly Parkint Garage 7. Publtc Work5 Corp Yard 8- Police Sfailon 9. Village Park Daycare 10- Parks CorpYard 51,8s? s2,511 Sxs 5604 s3,5s2 5187 51,107 Tttiel,+ zl S941 S143 s22,284 530,132 54,140 57,248 542.524 52,244 t S?j,2u2ql#a 5t7,292 s1,716 -lrfi',nltt 1 z s,la? 1,2&3:9l!5Qii ! rrn,jo{ BURLINGAME ,:tl Year 1 Y?at 2 Yaai 3 costlMonth AnnualCost Cost/tltonth AnnualCo.t Cost/$lonth AfloualCost s1,88s s72.620 52,549 530,533 s35o 54,200 s613 s7,335 s3.60s s43,250 5r9o s2,280 52,139 S2s,668ls,tg 3a1ts'-r,t ansz* s955 511,460 5145 9t,740 51,913 522,!54 s2,58; s3i.irl <t<< < ! r;.'! s622 47.4t1 (1 aq.o (4r cnl 519: S2,3i6 c a- -.)Pl lz7!d? '4,t\r-+3i 5969 5:i.6;3 <1rr- < 1 7i-: Total Annual Cost 9,,?32Ea lla,g 3b Ease Bid = Total for Years 't?glt{ Security systems (rvhere instatled) shall be properly disarmed and armed .""ntF}f,tilHlT B access is made. All exiting doors are to remain locked u,hile the Contractor is in the space, except for designated doors to remain open for meetings. Do not block open occupant or exterior doors for any reason. Close and lock any exterior windows. Contractor rvill be charged for false alarms due to buildings left unsecured. 2.I4 CLEANINGSCHEDULES: The successful Conmctor r,r'ill be required to fumish to each facility manager (or his,her representatil'e) a yearly work schedule(s). Please refer to the "Schedule of Work to be Performed" and "Special Building Provisions" on pages 43-60. 2.15 CLEANING HOURS AND HOLIDAYS: Cleaning hours: l. Citv H8U is to be provided (5) days per week; Monday to Friday between the hours of 6 pm to 6 am. 2. l\Iain Libran' is to be provided (5) days per week; Monday to Friday between the hours of l0 pm to 6 am 3. Easton Libran'is to be provided (3) days per rveek; Monday, Wednesday and Friday 't between the hours of 10 pm to 6 am- i..)u -fi'*Jr./ s,J*i Fire Station 36 is to be provided (3) days per'*eek; lEfiily, wi,fil{aa. una F*idr# between the hours of6 pm to 6 am. 5. Recreation Center is to bc provided seven (7) days per rveek betrveen the hours of l0 pm to 6am 6. Donnellv Garage is to be provided (3) days per week Monday, Wednesday and Friday between the hours of6 pm to 6 am 7. Public Works Corp Yard is to be provided (5) days per rveek; Monday to Friday betrveen the hours of6 pm to 6 am 8. Police Station is to be provided (6) days per week; Mooday to Friday benveen the hours of 6pmto6am. Sunday betwee.n the hours of 8amto8pm. 9. Villase Park Davcare is to be provided (5) days per week; Monday to Friday between the hours of 4 pm to 6 am. 10. Parks Corp Yard is to be provided (1) day per week on Thursday between the hours of 6pmto6am. The Contractor shall make himselflherself aware of current meeting schedules, holidays and other work routines within the facility and conduct his rvork in such a manner as to cause no interference rvith the execution of City business. Page 4l of60 EXHIBIT fi 3.8 POLICE STATION.lll I Trousdale Drive The Police Station is a one-story stucture consisting of administrative offices, conference rooms, training room and jail cells. The Police Station operates 7 days a week, 2:[ hours per day. . Gross area: 23,500 sq. ft. {go lctr Floor covering: Approx. 2,600 ceramic tile, 5,600 carpet, 3O+linotetrn, and 7,000 concrete. . Space to be maintained: Approx. 16,000 sq. ft. and is comprised ofthe following: AREA SQUARE FEET TYPE CON{VIENTS Entryrvay ( I )500 Ceramic Tile 2 doors Admin./ Dspatch 800 Carpet Office Areas 4,000 Carpet Jail Cells 800 Concrete 3 sinlc/toilet fixtures, I shower Halhvavs 800 Carpet( r e f3o VLf 6) tlo ca,lz* Public Restrooms (2)900 Ceramic Tile 2 toilets,2 sinks. I urina'l Locker Rooms (2)1,200 Ceramic Tile Fitness Room 1 lYeight Room 500 Rubber Mats Lunchroom 000 390 timleum \(.a Stainvays (2)200 Concrete Windorvs (38) Gara.qe 6,000 Concrete 5 sinks,5 toilets, 4 sho\vers, urinals 1 sink, microrvave, re fri r I BUILDNG P RO\:ISIONS: Holding cell area ifoccupied must be cleared by police persoanel before janitorial employee(s) enter. Inspect and pickup debris in underground parking garage and outside parking lot every Sunday. Clean & extrect carpet in Dispatch, break room and reports room semi-annually. Clean front office and dispatch windorvs daily. DO NOT EMPTY the paper recycling boxes as paper must be sbredded by PD staff Dust behind computer monitors in Dispatch weekly. Parking Garage: - Gather waste from all trash cans, place in specific dumpstes (Daily) - Clean elevator cabs and doors, polish inside and out (Daily) - Inspect and pickup debris (Weekly) - Remove cobwebs (QuarterlY) - Sweep parking garage (Quarterly) Fitness Rooms: - Sweep, dust mop and/or damp mop all hard floor surfaces (Daily) - Spot clean ivindorv and mirror glass (prints & smudges) (Daily) - Fill all dispasers (DailY) - Fully clean all mirrors (Monthly) 2 .., + 5 6 7 I Pase 58 of60 ONHilAt TEIS AMENDII{ENT No. 2, made aad entered into trris 10s day of Jrme 2015, by and between the Cjty 9f Bryiineame. a municipal corporation [hereinafter ,.Ciry',], ana Uryersat ggrldrngssnaees [hereimfter *contractof], arnends the Agreement between the paties aarea uay t z, zot: tlereinaner "Agreemenf'1. AMENDMDNTNO.2 AGREf,MENT TO PROVTDE JA}IITORI,AL SERVICES TO TEE CITY OF BURLINGA.IVIE WHEREAS, under the original Agreernent the services ofthe Contractor were to be available upon the execution of the Ageemetrt lmtil}r1€iy 17, 2016; NOW, TEEREFORf,, fT IS AGREED AS FOLLOWS: 1. Cost ofServic€s and Mxerials. Pricing for services is amended due to a prevailing vrage fuuease. Pricing will be in conformance with the price listing contained in Exhibit A - elhched hereto. 2. Except as expressly arrended in Amendmelrl No. 2 all other tenos auC conditiou contained in the Agr*ment, as amended shalt reoain in firI force ald effect. of Burlingame Universal Building Services & Supply Co. Dario Devincenzi Works Priot Operations }lanager Title Recommended: Public Works Superintendent Approved as Ciry Attomey City Clerk I I i : I t I I I i i i i i I .l I I I I I I i i I i 54. EXHIBIT AEE,------l 1-:S Site htblio .Wod<s CorpYa,al City HaIl MaiD Lfurary Eastm Lib,ray Firi Stdior 36 Recreditn Cestcr Dcmnelly Gar-ae Polico Sdio Day Cae Pa-ks Colp Yad !1-d) Pl€&i $Ed Rt&mtr CAI{8$ Flolsanoz r-6c0{f€5', Fa FO) 516,239otitvHsAL B(l t0l E SE8vlcEs mwB s.rlrr}{llo llrElll 5 Jme 2015 lv{r. Rob Mallick Publio S/orks $4aiateodeot City ofBtrlingac 501 Pdmose Road BuLqame,CA94010 Dea Mr. trlallic,lc Wo want b tbnrk you for beirg a wlued Utiversal Buildiag Servic.es sod $pply Co. customer. Al ihis time we sEuld like to :tguest a 3d par pior iureaso. Address 1351 N Caolan Avenue 501 Priorose Road 480 Primroe Rud 1800 Xasor Dive 1399 Rollins Rmd 850 Mingame Aveurue 1260 Doonelly Avenue l1l1 llosdale Drive 1535 Califomia Drive 420 Carola! Av--nue Totel $2,97?-?2 pet month $2,633.60 ptr monfii $,50f 5E ?er donrh S481,75 pcr nonth $851.66 permorth $4972-12 per mod 964.97 per month $3,05f 96 per mcrd $13E6.74 per nontt $198,58 pq montr Pleaso coDtacd me at 510-527-1078 ifthere is anything you *ish to discr-r:ss. Than< you. Sincerely, I Opcations lYIanager Uuivercat Buifding Serrices aod Supply Co. 3120 Pieite Ste€t Richmond, CA 94804 I i I I ; I I I ! I AGREEMENT AMENDMENT NO. 3 TO PROVIDE JANITORIAL SERVICES AT CITY FACILITIES THIS AMENDMENT ("Amendment'), made in duplicate and entered into effective 16th day of Mav 2016, amending the agreement dated May 17 , 2013 ('Agreement") by and between the CITY OF BURLINGAME ('CITY')and UNIVERSAL BUILDING SERVICES & SUPPLY COMPANY CCONTRACTOR"). CITY and CONTRACTOR are hereinafter collectively referred to as the 'Parties.' RECITALS WHEREAS, on May 16, 2016, the Parties have entered into the Agreement Amendment for Janitorial Services as described in Contract Documents, which is attached hereto; and WHEREAS, it has been determined that it is in the CITY'S best inlerest to renew the Janitorial Services Contract to two additional years; and NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1 . The Agreement dated May 17 , 2013, is hereby amended to extend the contract term to two additional years to May 17 ,2018. 2. The CITY agrees to pay compensation for alljanitorial services described in the original contract which shall not exceed $242,648 annually. With this Amendment, the total Agreement amount for the two years term shall not exceed $485,296. 3. The services of the CONTRACTOR are to commence upon the execution of this Amendment with completion of all work by May 17, 2018. 4. ln all other respects, the Agreement dated May 17 , 2013 shall remain in full force and effect to the extend they are not in conflict with this Amendment. lN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day Page 1 of 2 WHEREAS, the Parties have negotiated and agreed to extend the term of the Janitorial Service Contract to two additional years to May 17, 2018 with the scope of services and terms in accordance with original contract dated May 17 ,2013. and year first above written. CITY OF BURLINGAME A municipal corporation BV Lisa K. Goldman City Manager Approved as to form: City Attorney - Kathleen Kane ATTEST: City Clerk - Meaghan Hassel-Shearer AS Building Services & Sugply Company Page 2 ot 2 Exhibit A 7-:-l 'Ial UBS 3120 H6rc. Skgel F6hn fir. CA 94804 (s10) 527-1078 1 .800-869.667 Far {510) 5€67289UTIIVERSAT BUILDI}IG SERVICES I JAnlT0nrA L 0r! 15t0ll :riPtlY i:i,slcl P0i1Ei Stl:aFirlc I rlslcrl May 6. 2016 City of Burlingame 1361 N. Carolan Avenue Burlingame, CA 94010 Dear Johnson Woo, Thank you for being a valued and longtime customer of UBS. We appreciate you for extending our contracl for an additional two (2) years. At this time, we would like to hold our pricing for servicing the ten (10) City buildings, City Hall, Library, Easton Library, Public Works Corp yard, Parks Corp yard, Fire Station 36, Recreation Center, Mllage Park, Donnelly Parking Garage and the Police Station. Thank you. Regards, rd C. Brusseau resid Universal Building Services (510) 527-1078 leonard@ubsco.com AGENDA NO: MEETING DATE 8f May 16, 2016 Date: May'16,2016 From: Leslie Loomis, Human Resources Director - (650) 558-7209 Subject:Adoption of a Resolution Authorizing the City Manager to Recognize Council 57 of AFSCME Local 829 as the New Bargaining Representative of the Burlingame Middle Managers, Formerly Recognized as the Burlingame Association of Middle Managers (BAMM) Staff recommends that the City Council adopt the attached resolution authorizing the City Manager to recognize Council 57 of AFSCME Local 829 as the formal bargaining unit for the Burlingame middle management employees. ln December 2015, AFSCME Local 829 submitted a petition to the City requesting the decertification of the Burlingame Association of Middle Managers (BAMM) as the representative of the middle management bargaining unit and the certification of AFSCME Local 829 as the new representative. The City's Employee Employer Resolution (EER) states the steps required to decertify an existing bargaining unit and to certify a new bargaining unit. The City and AFSCME have completed all of the required steps and are now ready to finalize the certification of AFSCME 829 as the official bargaining unit for 24 middle manager positions. 1 STAFF REPORT To: Honorable Mayor and City Council RECOMMENDATION BACKGROUND The final step of the process, as governed by Government Code Section 3607.1 and the city's EER, is for a neutral third party to conduct a card or petition cross-check election. The purpose of the cross-check election is to ensure that a minimum of 50% of the bargaining unit desires to be represented by the proposed Union for purposes of collective bargaining. The City's Municipal Employee Relations Officer contacted the State Mediation and Conciliation Service, a division of the Public Employment Relations Board, to serve as the neutral third party Election Officer. On Tuesday, May 10, 2016, the Election Supervisor from the State Mediation and Conciliation Service conducted the cross-check election and determined that AFSCME Local 829 is the exclusive bargaining representative for all employees in the middle management unit. The results of the cross-check election are binding on both parties. DISCUSSION Following the City Council's action on this item, the City will meet and confer with AFSCME 829 on the middle managers' terms and conditions of employment. Middle Management Bargaining Re presentative May 16, 2016 FISCAL The change in representation will not have a direct cost to the City. The union dues are paid by the represented employees. Exhibits: . Resolution . Card/Petition Cross-CheckElectionAgreement IMPACT 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AUTHORIZNG THE CITY MANAGER TO RECOGNIZE COUNCIL 57 OF AFSCME LOCAL 829 AS THE NEW BARGAINING REPRESENTAflVE OF THE BURLINGAIIIIE MIDDLE MANAGERS UNIT, FORMERLY RECOGNIZED AS THE BURLINGAME ASSOCIATION OF MIDDLE MANAGERS (BAMM) WHEREAS, the City received a petition from AFSCME Local 829 requesting the decertification of the Burlingame Association of Middle Managers (BAMM); and WHEREAS, AFSCME also requested that the City certify AFSCME Local 829 as the new representative of the middle management unit; and WHEREAS, the City and AFSCME have completed all of the required steps required by the City's Employee Employer Resolution to make this change; and WHEREAS, the majority of the 24 middle managers signed cards stating they want AFSCME Local 829 to represent them in the collective bargaining process; and WHEREAS, the Election Supervisor of the State Mediation and Conciliation Service conducted a cross-check election to verify that a majority of the middle managers signed cards indicating they want to be represented by AFSCME Local 829; and wHEREAS, the state Mediation and conciliation service Election supervisor determined that AFSCME Local 829 is the exclusive bargaining representative of the middle management unit. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME DOES HEREBY RESOLVE AND ORDER AS FOLLOWS: The city council hereby authorizes the city Manager to recognize council 57 of AFSCME Locai 829 as the Collective Bargaining Unit for the Burlingame middle managers' unit. Ann Keighran, Mayor t, MEAGHAN HASSEL-SHEARER, City clerk of the city of Burlingame, do hereby certify.that the foregoing resolution was introduced at a regular meeting of the City Council held on thel6th day of May 2016, and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: STATE OF CALIFORNIA Edtr'ud c. Brcwn Jr., Gatnrr PTJBUC EMPIOYMENT RET.ATIONS DOARD StaE Mediadon ud Co.Eili'tion S€wic€ trSO Bro.dway, Suile 1542 O.tland, CA 94612 TcL €10) 8u6155 Fax (5r0) &/3{a7s CARD/PETTTION CROSS4HECK ELECTION AGREEMENT The City of Burlingame, h€reinafte. called the "EmPloyo." and tle AFSCME Council 57. hereinafter called th€'Employeo Org.nts tlon" hereby agree as io{otrs: '1. No Oth.r OrgarL.tloo: The Employer and the Employee Organizstion each exp.essly .epresents lhat the.e b no oher labo. o.ganizatbn whidt claims b repr6ent trE enpbye€s witlin the unit indicaEd horein. The endoEement of this Agreement by tle State tdediation and corcilhtbn SeNte (SeNice) ls contingent upon the conedness of these represenlaborE. and is not a determinatbn by he Service that there are no other sucrl daimanb. 2. Crosr.check A crossdleck oI apptopdate Employee Organization and Etnpbyer records shall be made by a Sbte liediator from the Califomia State lilediatbn and ConciEatbn Setr,/ics idnuy requ€stsd.by he Emiloyer and the Employee OEEnkelion b make sudl crossdEck among all employ€es in the Unit who appea'r on the Emploler'i payrott for the period indicaled below. to detemlne whether or not they de6i.e to be ripresenbd ry the Unbn icr purposes of collective bargaininq. 3- ln the event the Unioo esEblishes a majority In the Crosscheck, the employer agroes to rBcognize the Employee Organkaton as the axdusive repleserEtive lbt he unit defned belo.,. ln the event $e Union loses hc elearion it agrees to rehain tom raising he queston of lepftlsentdion fo' a perird of tvretve (12) months tom the date oi issuanca of the Report on Cross4heck Eleclion' The undeGigned Employer and Emploree organization repesenbtives further agree that lhe dete.minalion oi'Ure Eirt$" Srrpe*isirr stratl be inril and Sinding upoo any questiofl (including queslbns as b eligibility) Eised by eiher p:rty hereto relating in any manner b tle croeldEck 8nd not sp€cincaiv covercd h h's Agreement 3. TIME ANO PLACE OF CROSSCHECK DATE: Tu€d.Y, lIrY 10,2016 TlittE: 9:30 Att LOCATIoN: Burlingame city Hall' conletenc' Room A il. Th. Unit Mid-rrrnegomcnt Untt 5- Payrou Period ol Ellgibillty: t ay 20tG 6. Records: The Emptoyee organization and the E nployer will p.ovide lhe follodng records to the state Mediator no late. than May 10, 2016: Rec..ds to be tumi.hed by Employee Organization: Slrned Cards Reco.ds to be fumished by Employec Employee Roster T.Repo,tonG,o6scheckElection:E|ectonsupeMsorShallconduclthecrcs.checkandwillissuea Remri on C.osscheck Etection. finding and detdTining whethor the Union has been designated and selirctgd as tho oxctusive bargaining representatve of all emPloyees in the Unlt S.BlndingResults:ltisagreedthattheresultsofthlscmss4heckElectionshallbeacceptedasbinding on both parties. For the Employec ,bzht,t*,;- /C.Lrrra *n l-to't7 f ia-4 SMCS case No.l5-l-587 For the Union: STAFF REPORT MEETING DATE: May 16,2016 To:Honorable Mayor and City Council Date: May 16,2016 From: William Meeker, Community Development Director - (650) 558-7255 Subject: lntroduction of an Ordinance Amending Title 25 of the Burlingame Municipal Code (Zoning Ordinance) Related to Covered Porch Floor Area Ratio (FAR)Exemptions By motion, waive further reading and introduce the proposed ordinance Conduct a public hearing on the proposed ordinance. Direct the city clerk to publish a summary of the ordinance at least five days before proposed adoption. BACKGROUND The Neighborhood Consistency Subcommittee is a subcommittee of the Planning Commission formed to consider minor changes to zoning regulations and design guidelines that would further the goal that new buildings and building additions be consistent with the character of Burlingame's residential neighborhoods. lt has met four times in recent months to consider potential amendments to the City's zoning regulations and design guidelines to respond to AGENDA ITEM NO: 9a RECOMMENDATION The City Council should: 1. Request the City Clerk to read the title of the following ordinance: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AMENDING TITLE 25 OF THE BURLINGAME MUNICIPAL CODE (ZONING oRDTNANCE) C.S. 25.08.265 (DEFINITIONS - FLOOR AREA RATIO (FAR)), REVISING FLOOR AREA RATIO EXEMPTIONS FOR COVERED PORCHES Following closure of the public hearing, discuss the proposed ordinance and determine whether to bring it back for adoption at a future meeting. lf introduced, the ordinance, along with a resolution verifying that the actions of the City Council are in compliance with the provisions of the California Environmental Quality Act (CEQA), will be presented for adoption at the June 6, 2016 regular meeting of the City Council. 2. 3. 4. 5. 1 C-S- 25.08.065 - Covered Porch FAR Exemptions May 16, 2016 Currently, Code Section 25.08.265(bX3XA) allows covered porches or decks on lhe first floor totaling one hundred (100) square feet or less to be deducted from the floor area computation for single family residences. Members of the Planning Commission have previously indicated an interest in increasing the exemption to provide a greater incentive and to allow for more generous porches. The Neighborhood Consistency Subcommittee was directed to study the issue, and made recommendations to the full Planning Commission at its meetings on January 11, 2016 and April '11 , 20'16. The recommendations of the full Commission are hereby presented to the City Council for consideration. Through the design review process, the Planning Commission has encouraged applicants of single family residential projects to incorporate covered front porches as one means of contributing to a positive relationship between the home and the sunounding neighborhood. The current 100 square foot floor area exemption is intended to provide an incentive, and in this respect it has been successful in that it has been utilized with regularity. Over time, members of the Planning Commission have indicated an interest in increasing the exemption to 200 square feet to provide a greater incentive and to allow for more generous porches. The Neighborhood Consistency Subcommittee was tasked with studying the proposal. lnitially, the subcommittee expressed interest not only in allowing covered porches up to 200 square feet to be exempt from floor area calculations, but also to consider options for porches greater than 200 square feet with a sliding scale. However to simplify the proposal and maintain the focus on encouraging front porches, the final consensus of the subcommittee and the full Planning Commission was to limit the proposal to the 200 square foot exemption. With regards to design, any covered porch floor area exemption that is part of an application would be subject to the Planning Commission's application of the Neighborhood Design Guidebook. ln this context the Commission would address issues of design, scale, placement, benefits to the street, and impact on neighbors as part of the design review process. Changing the covered porch exemption from 100 square feet to 200 square feet would involve the following amendment to Code Section 25.08.265": a Excerpt has been provided. Please refer to Burlineame Municipal Code 25.08.265 for the full text of the section 2 various design issues that the Planning Commission has encountered through the design review process. DISCUSSION C.S- 25.08.065 - Covered Porch FAR Exemptions May 16, 2016i 25.08.265 Floor area ratio (FAR). (b) Single-FamilyResidential. (3) Deducted from the floor area computation for single family residences are: (A) Covered porches or decks on the first floor totaling ene two hundred (1O0 200) square feet or less. An area under a balcony shall be considered a covered porch if the balcony is over an exterior exit from the building; None. Exhibits: o Ordinance o Planning Commission Minutes - April 11,2016 3 FISCAL IMPACT ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AMENDING TITLE 25 OF THE BURLINGAME MUNICIPAL CODE (ZONING oRDTNANCE) C.S. 25.08.265 (DEFTNTTTONS - FLOOR AREA RATIO (FAR)), REVISING FLOOR AREA RATIO EXEMPTIONS FOR COVERED PORCHES The City Council of the City of Burlingame hereby ordains as follows: Division Factual Background WHEREAS, Title 25 of the Burlingame Municipal Code (Zoning Ordinance), Chapter 25.08.265 (Definitions - Floor Area Ratio), allows covered porches or decks on the first floor totaling one hundred (100) square feet or less to be deducted from the floor area computation for single family residences are; and WHEREAS, the provision of covered porches, contributes to a positive relationship between homes and the surrounding neighborhood; and WHEREAS, the Burlingame Planning Commission considered amendments to the floor area exemptions for covered porches at public hearings held on Novembet 23,2015, January 11,2016 and April 11,2016; and WHEREAS, following a duly noticed public hearing on April 11, 2016, the Burlingame Planning Commission recommended that the floor area deduction for covered porches or decks on the first floor of single family residences shall be increased from one hundred ('100) square feet to two hundred (200) square feet; and WHEREAS, the City Council of the City of Burlingame conducted a duly noticed public hearing on May 'l6, 2016 at which it considered the Planning Commission's April 'l 'l , 2016 recommendation regarding the floor area deduction for covered porches or decks on the first floor of single family residences; and WHEREAS, after considering all written and oral testimony presented at the May '16, 2016 public hearing regarding the proposed amendment, the City Council introduced an ordinance, by title only, waiving further reading. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME DOES ORDAIN AS FOLLOWS: Division 2. The Burlin game Municipal Code, Title 25 - Chapters 25.08.265 (Definitions - Floor Area Ratio), is amended as follows (amendments are shown in italics): Chapter 25.08 DEFINITIONS 25.08.256 Ftoor Area Ratio (FAR). 1 2 ORDINANCE NO. (a) "Floor area ratio" or'FAR' means the ratio of the gross square footage of the floor area ol a building or buildings to the lot on which the building or buildings are located- FAR for any lot includes new structures to be built and those remaining. (b) Single-FamilyResidentlal. (1) ln calculating FAR on a lot, the measurement shall include the gross floor areas of the primary dwelling, attached garages, and all accessory slructures on foundations, and shall include all basements with a ceiling height of six (6) feet or greater. Open spaces within the structure that are higher than twelve (12) feet shall be counted as two (2) floors. (2) Up to six hundred (600) square feet of basement with a ceiling height of six (6) feet or greater shall be deducted from the floor area measurement for FAR under subsection (b)(1) above if it meets both of the following standards: (A) The top of the finished floor above the basement is less than two (2) feet above existing grade; and (B) No part ofthe basement is intended or used for parking. (3) Deducted from the floor area computation for single family residences ate'. (A) Covered porches or decks on the first floor totaling two hundrcd (200) square feet or less. An area under a balcony shall be considered a covered porch if the balcony is over an exterior exit from the building; and (B) Uncovered balconies and decks on the second floor; and (C) Existing attic areas that are retained or reduced, but not extended in new construction. ln all other cases, habitable attic areas shall be counted as floor area in calculating FAR; and (D) Accessible space between the surface of the ground and the bottom of the first floor joists that measures less than six (6) feet in height shall not be counted as floor area in calculating FAR; and (E) Lower floor or basement of one hundred (100) square feet or less, even if the lower floor or basement extends more than two (2) feet above existing grade. (c) CommercialDevelopment. (1 ) ln calculating FAR for commercial development the measurement shall apply to the gross floor area of the building above the average elevation of the curb opposite the front wall and does not include basements or cellars. (A) For parking structures and buildings having enclosed space without floors, each twelve (12) feet in height shall be considered as a story. ln addition, each fraction of twelve ('12) feet in height shall be calculated as a fraction of a story. The calculated gross floor area of parking structures, auditoriums and other buildings with large enclosed spaces shall be determined by multiplying the covered lot area by the equivalent number of stories plus any fraction thereof. (B) The floor area for the parking structure or building having enclosed space without floors will then be added to the floor area of the other building space on-site and dividing by the total lot area of the poect. (2) Exempted from floor area ratio computation for commercial development are: OROINANCE NO. (A) Chimneys, cupolas, flag poles; (B) Water tanks, elevator penthouses or other mechanical appurtenances; and (C) Fire or hose towers. (3) ln some of the commercial districts in the city, a separate maximum floor area ratio is established for a particular use on a lot as well as a maximum overall floor area ratio for a lot. Division 3. This ordinance, or a summary as applicable, shall be published as required by law and shall become effective 3Oiays thereafter. Ann Keighran, Mayor l, Meaghan Hassel-Shearer, City Clerk of the City of Burlingame, do hereby certify that the foregoing ordinance was introduced at a regular meeting of the City Council held on the 16th day of May 2016, and adopted thereafter at a regular meeting of the City Council held on the 6h day of June 2016, by the following vote: AYES: NOES: ABSENT: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: Meaghan Hassel-Shearer, City Clerk BURLIN GAME City of Burlingame BURLINGAME CITY II,ALL 501 PRIMROSE ROAD BURLINGAME, CA 94010 Meeting Minutes Planning Commission Monday, April tt,2016 7:00 PM Council Chambe.s c.Considerations of Amendments to Title 25 of the Burlingame Municipal Code for amendments to covered porch regulations. at,lchmeoas: Zonino Amendments - Staff ReDort Januarv 11. 20'16 Plannino Com ission meetino minutes excemt Planning Manager Gardiner provided an overview of lhe staff repott. There were no questions of staff Comments from Neighborhood Consistency Subcommittee members: > Has found that the addition of a Nrch has improved abilv to interact with neighbors. Anything that can be done to encourage this through the zoning code is impodant. > Concems with side and rear porches can be addressed throuqh design review. > 1OO square feet is not enough for a porch; 200 square feet is more appropiate > Cornmissioners Auran and Yie initiated this. Chair DeMartini opened the public heaing Public comments: None Chai DeMaftini closed the public heaing Commlssio, discussion > Regulations make sense. > The three subcommittee members are the most expedenced on the commission. commissioner Gaul made a motion, SGcond€d by commissioner Bandrapalli, to recommend t5e item for approval to the City Council. The moiion carried by the following vote: Aye: 6 - DeMartini, Gum, Tenones, Gaul, Bandrapalli, and Sargent Absent; 1 - Loftis City ol Burlingamo Printed on 5/12016 AGENDA ITEM NO: 9b lvlEETlNG DATE: May 16,2016 Date: May 16,2016 From: Carol Augustine, Finance Director - (650) 558-7222 Subject Public Hearing and Adoption of Broadway Area Business lmprovement Assessments for Fiscal Year 2016-17 RECOMMENDATION Staff recommends that the City Council: 1. Hold a public hearing to consider any protests to the Broadway BID assessments; 2. End the public hearing and ask the City Clerk to report out any protests filed with the City; and, 3. lf protests do not represent the majority of the assessments, then adopt the resolution setting the 2016-'1 7 fiscal year assessments. The City Council adopted a resolution of intention to set the 2016-17 flscal year Broadway Area BID assessments on April 18, 2016 and established May 16, 2016, at 7:00 p.m. as the public hearing date and time. No changes in the boundaries, assessments or business classifications of the business district are proposed. lf there is a protest by businesses that represent a majority of the value of the assessments, then the resolution cannot be approved. As of the time of writing this memorandum, the City had not received any protests, although protests may be presented in writing before or at the hearing. Anv and all protests must be received bv the Citv Clerk at or before t he time fixed for the o ublic heari no. FISCAL IMPACT Up to $26,950 in assessments is collected annually with City business licenses. All of these funds are forwarded to the Broadway Area Business lmprovement District for improvements as authorized by the BID Board of Directors. The City of Burlingame covers the expenses associated with the renewal of the BlD. Exhibits: . Resolution of the City Council of the City of Burlingame Establishing 2016-17 Fiscal Year Assessments for the Broadway Area Business lmprovement District and Determining that No Majority Protest Has Been Made 1 Broadway BID Assessment Roll (showing weight of protest votes) To: Honorable Mayor and City Council BACKGROUND STAFF REPORT RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME ESTABLISHING AND LEVYING 201G17 ASSESSMENTS FOR THE BROADWAY AREA BUSINESS IMPROVEMENT DISTRICT WHEREAS, pursuant to California Streets and Highways Code Section 36500 et seq., the City Council of the City of Burlingame established the Broadway Area Business lmprovement District ("BAB|D') for the purpose of promoting economic revitalization and physical maintenance of said business district, and WHEREAS, the BABID Advisory Board has filed its 2015-16 annual report with the City Clerk and has requested the Burlingame City Council to set and levy the BABID assessments for the 2016-17 fiscal year; and WHEREAS, on April 18, 2016, the Burlingame City Council approved the BABID's annual report and adopted a Resolution of lntention to levy BABID assessments for the 2016-17 fiscal year; and WHEREAS, the Burlingame City Council set a public hearing lo consider its levy of assessments on the businesses in the BABID for May 16, 2016, at 7:00 p.m., at the Council Chambers, Burlingame City Hall, 501 Primrose Road, Burlingame, and said public hearing was duly noticed as required by State law; and WHEREAS, at the public hearing held on May 16, 2016, the Burlingame City Council received and considered all oral and written testimony from all interested persons and any and all written protests presented by businesses within the BABID; and WHEREAS, the current level of assessments on businesses in the BABID will continue to be levied for the fiscal yeat 2016-17 so that improvements and programs may continue in the BABID; and WHEREAS, the BABID's proposed activities and improvements, the proposed assessments, and the boundaries of the District for the 2016-17 fiscal year are without change from those currently in place for the BABID. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME DOES HEREBY RESOLVE, DETERMINE, AND FIND AS FOLLOWS: All of the facts and assertions recited above, in the staff report, and in supporting documentalion are true and conect. 2. Written protests to assessments, improvements or activities were not received at or before the close of the public hearing on May 16, 2016, that constituted a majority as defined in Government Code sections 36500 and following. I 3. The City Council does hereby levy an assessment for the 2016-17 fiscal year on RESOLUTTON NO._ I businesses in the BABTD as described in City of Burlingame Ordinance No. '1461, to pay for improvements and activities of the BABID. 4. The types of improvements and activities to be funded by the levy of assessments on businesses in the BABID are set forth in Exhibit "A", attached hereto and incorporated herein. 5. The method and basis for levying the assessments on all businesses within the BABID are set forth in Exhibit "B", attached hereto and incorporated herein. Ann Keighran, Mayor l, Meaghan Hassel-Shearer, City Clerk of the City of Burlingame do hereby certify that the foregoing Resolution was introduced at a regular meeting of the City Council on the 16th day of May, 2016, and was adopted thereafter by the following vote: AYES: NOES: ABSENT: Councilmembers: Councilmembers: Councilmembers: Meaghan Hassel-Shearer, City Clerk 2 2) J,, 4) EXHIBIT A TYPES OF IMPROVEMENTS AND ACTIVITIES PROPOSED TO BE FUNDED BY THE LEVY OF ASSESSMENTS Streetscape Beautification, Seasonal Decorations, and Public Arts Programs a. Seasonal street plantings of flowers. b. Seasonal flags and banners.f. Sidewalk enhancement and maintenance. Business Recruitment and Retentiona. Matching funds for storefront improvement incentive b. Develop strategy to fill commercial vacancies. c. Small business assistance workshops. Commercial Marketing, Public Relations, and Advertising a. Organize special events throughout the year. Shuttle a.Establish a people mover system between the area and the hotel district, to be funded on a cooperative cost sharing basis. 3 1) BUSINESS TYPE NO. OF STAFF -* ANNUAL ASSESSMENT RETAIL & RESTAURANT SERVICE FINANCIAL 4+ 1-3 $450 $300 1-2 $150 3+ 1-2 $200 $150 NA $500 Amount shown is annual total Staff means any persons working (full time or full time equivalency) including owners, partners, managers, employees, family members, etc. Business Definitions (Burlingame Municipal Code $ 6.52.010): Retail Restaurant Service tr Businesses that buy and resell goods. Examples are clothing stores, shoe stores, office supplies, etc. D Selling prepared food and drink. Professional tr Businesses that sell services. Examples are beauty and barber shops, repair shops that do not sell goods, contractors, auto shops, etc. tr lncludes engineering firms, architects, attorneys, dentists, optometrists, physicians, realtors, insurance offices, elc. O Banks, savings and loans, household finance companies, etc.Financial 4 EXHIBIT B BROADWAY AREA BUSINESS IMPROVEMENT DISTRICT ASSESSMENT BASIS- PROFESSIONAL 3+$250 x * * x x >R iR x x x * * iR x a * * * ie * a,e x x * x x * * x * !l x * >R x x x x x * * a x ie * Ex< =;i;=3=i=3=;=3]33=3333==3=======;==;i==;=33;=;66.)i]000006060600066006000000000000006006000600oooooooooooooooooooooooooooooooooooooooooooooo (,d66.D 6 d ; ; ;r ir i - 6r- - Nd d N Nrn 66 - < + d a d 2 i 6; = = p,, zzx=E==-=Ei;" E;;ep:gi==i*;eECEEEEE;Ess=EEfu EE g;E; 2..,$ ioz =ie:aEssEEEgP:i=>29=!229. #f53E=EF 2 E.;fr*=E f;3 = i,EgEEuEulesEcEs EeeEEEEE*E*Eei E,EE*EEsEEsa, EEEEEEEEEEEEEEEEEEEEEEEEEEEEqEEEEEEEEEEECCECEE3388883333333333333393888888888888888888888888<a-nas<n<<r oo z =z F o z f F .it o I'r,l c, !! 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J o G, Fz lrJ *H '.i <5Fa9(!)Gzl;dd)F6Zq!!o=> -r!-o o- =lrt =f @ UJlzqI =o od, @ STAFF REPORT AGENDANO: 10a MEETING DATE: May 16.2016 To:Honorable Mayor and City Council From: Syed Murtuza, Director of Public Works - (650) 558-7230 Subject: City Council Direction Regarding the Broadway Grade Separation Project Preferred Design Alternative RECOMMENDATION Staff recommends that the City Council receive a presentation pertaining to the feasible alternatives for the Broadway Grade Separation Project, and provide direction regarding a preferred alternative design. BACKGROUND The Broadway corridor network, between U.S. Highway 101 and California Drive, is heavily travelled and is the most congested roadway in Burlingame. The daily average volume is over 70,000 vehicles. The traffic congestion and safety problems at the Broadway at-grade railroad crossing are further exacerbated with the operation of the railroad safety gates to facilitate safe crossings of trains. There have been numerous vehicleto-vehicle and train{o-vehicle accidents along the corridor, that are attributed to the atgrade railroad crossing. Currently, the traffic delay is highest during the weekday PM peak, with a recorded delay in excess of 324 seconds, or five minutes. Without any grade separation, the PM peak delay along the corridor is expected to increase dramatically, to 1,450 seconds (24 minutes), while the AM peak delay along the corridor would increase to 1,570 seconds (26 minutes) by 2040. These delays take into account the restoration of train service at the Broadway Caltrain Station, and the projected increase of trains from the current 92 lo 220 by 2030. The traffic congestion and delays today already pose an emergency response challenge and would result in impossible conditions in the future for first responders, emergency services and for the general public if the problem is not addressed. 1 Date: May 16,2016 On February 12, the California Public Utilities Commission (CPUC), Office of Rail Safety, Safety and Enforcement Division issued its recommendation for "Grade Separation Priority List for Fiscal Years 2016-2017 and 2017-2018". With over 10,000 at-grade railroad crossings throughout the state, Burlingame's Broadway at-grade railroad crossing was ranked as #2 priority overall, and #1 priority for Northern California for this state-wide ranking (see attached Exhibit F). An evidentiary hearing, pursuant to Administrative Law Judge (ALJ) Ruling, was held on April 19, 2016, whereby City staff was required to appear in person to present evidence concerning, and confirming, the nominated crossing on the Priority List. The confirmed ranking of the Broadway railroad crossing as the second highest priority in the state demonstrates that there is a clear recognition by the rail authorities that this at-grade crossing is in need of a grade separation. \ \ City Council Direction Regarding the Broadway Grade Separation Project Prefered Altemative May 16, 2016 As part of the effort to evaluate grade separation alternatives at Broadway, in 2015 the City initiated work to perform a Project Study Report (PSR), which was funded by the San Mateo County Measure A Program. As part of this process, the City held three public community meetings, one meeting with the Traffic Safety and Parking Commission (TSPC), and two Council meetings, which includes this presentation. Additionally, staff and the consultant team met with individual property owners and businesses along the Broadway corridor to obtain input regarding preferred alternatives and potential right-of-way impacts to businesses. The TSPC and community meetings were held to gather comments and concerns regarding consideration for grade separation at Broadway, and to help better define the community needs and engineering feasibility of a Broadway grade separation. Originally, six potential design alternatives were examined. They were identified as Alternatives A - F. (Descriptions of each design alternative are listed in the attached Exhibit B.) DISCUSSION Of the six design alternatives evaluated, two rose to the top for further consideration, and the remaining four were discarded due to major negative impacts to the community and other fatal flaws. At the January 19, 20'16 City Council meeting, staff presented specifics on the two alternatives, which were identified as Alternative A and Alternative B. Alternative A consists of partially lowering the roadway and raising the railroad tracks; Alternative B, which is a reverse of Alternative A, involves partially depressing the railroad tracks and raising the roadway. Based on the Council comments, more work was done to show a 3-D flyover rendering of Alternative B, and to provide pedestrian level views of both alternatives. These two design alternatives, along with the requested improvements, were presenled at the third community meeting, which was held on March 31 , 2016 (attached Exhibit C outlines the positive and negative aspects of the two alternatives). Over 50 people attended the March 31, 2016 community meeting. At the end of the meeting, the attendees were asked to fill out comment cards regarding any preferences they might have pertaining to the two build altemative designs. Twenty-five cards were collected, with 20 votes supporting Alternative A, two votes for Alternative B, and three votes for the No Build Alternative. ln addition to the comment cards, the City also received a petition from the Broadway Business lmprovement District (BlD) with 36 signatures from merchants and residents in the Broadway area expressing strong support for Alternative A (see attached Exhibit E). ln total for that evening, an overuhelming majority of the comments collected supported design Alternative A in the form of 56 positive votes. As a final step before concluding the PSR process, staff is requesting that the City Council review a more detailed presentation on design Alternatives A and B (see attached Exhibit A), consider and evaluate the public comments resulting from the March 31, 2016 community meeting, and provide direction to staff on a prefened alternative design. The production of a clearly defined PSR with a preferred alternative will put the City in a stronger position when pursuing future grant and funding opportunities. The final goal of a comprehensive PSR is to advance the City's grade separation project in order to fund the next development stage for environmental clearance and detailed engineering design. 2 FISCAL IMPACT The Broadway PSR was funded by a Measure A Program Grant in the amount of $1,000,000. City Council Direction Regarding the Broadway Grade Sepantion Project Prcferred Allemative May 16,2016 Exhibits: o Exhibit A - PowerPoint Presentationo Exhibit B - Design Alternatives A- F. Exhibit C - Pros and Cons of Design Alternatives A & Bo Exhibit D - Summary of Public Comments at the March 31, 2016 Community Meetingo Exhibit E - Petition with signatures from Broadway Merchants and Residentso Exhibit F - CPUC Statewide Grade Separation Priority Ranking Recommendationso Exhibit G -Frequently Asked Questions Exhibit A I Slide Ioipg* /E;coM The Project lmproves Traffic Circulation and Safety Provides an opportunity for a Gateway Treatment CPUC Ranked Broadway as the # 2 Grade Separation Project in the entire State Ranked #1 Priority Grade Separation in Northern CA Not a High Speed Rail Project Slide 2 I I @ ii",e"iti"ti"n ipe* /E;coM I :i 2fi f;.3.i V; r t g% u@ lmproves Pedestrian and Bicycle Circulation and Safety groadway Gradc Scpardtion StudY L \ Broadway Grade Separation Study City Council Meeting May 15, zOtG Broedvrav Gr.d€ Sapa6tlc Strrdy g ca@ Community Meeting No. 1- March 11, 2015 Community Meetin8 No. 2 - Septembet L6,2O]-5 City Council Meeting - January 19,2Ot6 Community Meeting No. 3 - March 31,2076 t !,1. s% H@ Project Area i pe*,ECOM Maior Constraints. Millbrae Station tothe north. Burlingame Station to the south. Highway 101 to the east ' Downtown Brcadway Commercial District to the west. CaltrainOperationalConstraint t$illbra. Station City Llmlts E d.tlia i.ll]ord Gosrllll at !!c.dr.y C.ll'lln Op..atlci.l Con lrdnl lsrllneflrr. tdorr g. ca@ apex IECOM l'=r*l .J E -rF '2 , ttr Sroady.y G6d€ S€paradon SUdy Slide 3 Ql,i{,,**^ N .,47'l \ r o /m& 'E ! T SZ Broadway Gr.d€ Separat on Sbrdy Slide 4 2040Traffic Delays Broadway/US 101 Off-Ramp/ Rollins Road Broadway/ Carolan Avenue Broadway/ California Drive ' Average delay per vehicle Futu re 2040 with Grade Sepa ration Weekday AM Weekday PM Weekend (Midday) Delay* (sec) Delay* {sec) Delayt (sec) 584 37 771 48 381 24 273 43 47 22 38 15 7t3 38 631 4L 43t 33 Future [2O{O] Delay without Grade Separation With Broadway Station Open Eroadway Gradc S.par.tlon SUdy e% H@ Safety Benefits Emergency Response . Reduced response times for police . Reduced response times for emergency services i!f,.w caGU o apex AECOM lntersection Slide 5 @*rr:,'.1*' ipg* lg:con Sroadway Grad€ S.par.t on St[dy Slide 6 Qua ntified Benefits 7.9% or s970,000 0.9%or $85,000 0.3% or 531,ooo8.6Y" or s80s,000 ! Travel Time Savings ! Fuel Savings lmproved Safety r GHG Emission Reduction r CAP Reduction Sroadway Grad€ S€paradon Shrdye,m u@ o apex Itr:COM Alternative Ana lysis 6 Alternatives Evaluated - 4 eliminated 2 Alternatives Remaining rt -Hybrid Alternative A a a Hybrid Alternative B lLtEal/lllv€A iAIL PAFTIALLY ELEVATEO / ROAOVSAI PARTIALTY DEPRESSED lttEPtllrvE a earL PARTTALIY OEPRESSEO / RoAoWAY pAniALLY ELEvaTE 0 Broadwdy Grade S€pa6doi Sud, 9€% cd@ o apgx AECOM 82.3Yo ot 57,73O,OOO Slide 7 slide 8 O.der of Magnitude Cost S2soM Length of Broadway Construction = 733 feet Length of Carolan Avenue Construction = 260 feet Length of California Drive Construction = 520 feet ,\ - rc3 Maximum Rail Fill Height = 13 ft Marimum Roadway Excat/"dtion Oepth = 13 ft IIEEI{ATIVE A RAIL PARTIALIY E!EVATED I ROADIYAY PARIIAT LY OEPRESSED Length ofTrack Construction =7,300ft s Rollins & Hwy l01l e.chadte DowntoM Br@dway Commercid oinri.t €' cd@ Alternative A - Construction Sequence Stage 1 . No chanSe to exirtinS traffic patterns II Ir construct temporary shoofly track5 , Constrlct new at-Erade crcssing gates and panels IT IIIlt IIII t: Temporary Shoofl y Traaks I i; ExirtinsTraflic Alternative A ,,! t' i Broadway Grad€ Saparadon stl dy Slide 9 @tr.'r,",u"" ipgx lr;cor { t'f lr a t- Existing T.ack3 Iroadway Grade S.parallo{t slod,Slide 10 g,llllll.iffi ca@ (f r;Hi,:r;""' u pg* rE;cor Alternative A - Construction Sequence Stage 2 . Shift caltrain operations to shoofly . Construct ralsed embankment up to Broadway . Construd drainage modirications at existing d rainage crcssin8s Tempordry OCS €% cd8.o a pex ,ECOM Right-ol -way Alternative A - Construction Section Right-ol -wey Shoofly Shoofly MT1 MT2 ExistinS commercial Building5 North of Brcadway MT2MT1 V Raised Embankment I a*- I rr - r l-l ll--.1 Tempora.y Shoofly Traak Iroadwey Gradc Saparalior StudV iHIT Sro.dway Grad€ ScD.r.tlon Study g% cd@ @ apex IECOM a Groundwater 7 feet below surface Drainage Modifications EriitingTraffic r-I ? t {r. ,I Slide 11 Slide 12 Alternative A - Construction Sequence . Detour traffic along carolan Avenue to oak Grove . Construd Eilroad bridge across Broadway Stage 3 . Caltrain operalinB on 5hoofly track . Broadway closed to through tralfic . Exca\rate under new bridSe for Broadway . Detour shitted to Cadillac Way and/or Toyon Orive I g.m u@ o apgx IECOM Stage 4 . Shift Caltrain operations to ele\rated trdck . Broadway closed to through lraffc . Umhed acce's on Carolan Avenue and Glilornia Drlve . Construct Broadway, California Drive, and Carolan Avenue to new (lower) elevalion Oetour Trafric Roadway Excavation Railroad aridSe L] -Temporary Shoofly Tracks Eroadw-dy Grada Separarro,r Stdy ilfr I! Roadway Excavation ilew Elevated Tracks o .pg* ,E:COM I Alternative A - Construction Sequence lr ) t t .l (. Ir, Slide 13 B.oadway Gr.da Separldd,oo Stdy Slide 14g.m u@ 3D Animation of Alternative A s.lilili.!ffi ce@ o apex IECOM Length of Broadway Construdion = 782 feet Length of Carolan Avenue Construction = 315 feet Length of California Drive Construction = 650 feet , - AL'EFNAIIVE 'RAII. PIRIIALLY OEPRESSEO / ROAOWAY PARTIALLY ELEVAT€D Maximum RailExcavation Depth = 17 ft Maximum Roadway Fill HeiSht = 18 ft Alternative B Order ofMagnitude Cost s415M Length of Track Construction = 7,550 ft Broadway Grad€ S€paration Sardy - Rollins & ltf,, 101 ht€.dr..te -._ i i' ca@ @ pECOMa pex%{DiE, BREADwav EiRADE SEEARATION SrUOV Slide 15 Od.toM Broadwey Comm.r.ial Drn.id aroadway Gred! S.pa..tion Slud,Slide 16 Alternative B - Construction Sequence Stage 1 . No change to existingtraffic patterns . lnstall shorinB adjacent to the existingtrdck . Construct temporary shoofly tracks r Construct new at-grade crossing gates and panels I I - I Temporary 5hoofly T.ack il- .l=. ExistingTralfic ExistingTracks 15 commercial Buildings lmpacted byTemporary Shoofly cd@effi{-!hID'apex AECOM Stage 2 . shift caltrain operations to Shoofly . Broadway closed tothroLrgh traffic . Extended (2 + years) DetourTraf{ic along Carotan to oak Grove . Construd Trench with Tiebacks . Construct retainingwalls and dewate.ing system .l-" t_ I r. t , . construct ground/storm water pump plants and syphons for existing drainage crosslngs I slide 18 Trees lmpacted by Tieback Detour Trat lc Pump Plants and Syphons at existing drainage crossings Temporary Shoofly Tracks g% ca@ QD,iiii,i*,""apex AECOM t ['6 ..4 Alternative B - Construction Sequence Shoring Broadwey Grade Sepaiadion Shdy Slide 17 Excavate Trench Broadway Grad€ Separation Sk dy Temporary OCS Edte ol Existing structure Alternative B - Construction Section Right-of-Way shoofly Shoofly MII M'I-2 MI]TMTl No Tae€ zone alove Ti@a.k5 No T.ee zone abow Tieback @ apgx ,ECOM Alternative B - Construction Sequence Stage 3 . Shift Caltrain operationsto depressed track seclion + . Broadway closed to through trafric . Demolish Building due to elevated roadway . Limited access on Carolan and California Construct Broadway, California Drive and Carolan Avenue to new (higher) elevation . lmpacts 15 parcels adjacent Broadway, California Drive and Carolan Avenue I Construct Elevated Roadway | -ft Il-r,..-I Major lmpacts to Downtown Eroadway Area cff.qiy %ca@ @ apex ,EjCOM Tieback ShorinB €;q cd@ Groundwater 7 feet below surface Sroadway G6de S€paratton Stdy Slide 19 groadway 6rade S€pa6don Study Slide 20 I D","rr-.Ifi| @ apex AECOM E I - slide 22 Slide 21 BREADW.AY EiRADE Ser,aRaTIoN Sruoy @ 3D Animation of Alternative B Sroadway G6da Sacarad,on 5rudy g% ca@ # tsn"rsa'! - Visual Comparison of Alternatives Location #1 From Pedestrian Eye Level aroadway Gr.de Saparitlon Sfudy ru t ..'^ -h 7, g% u@ apex AECOM Visual Comparison of Alternatives Location #L From Pedestrian Eye Level -,rf tF Eb Rbiouv sr -------.i !r #. - -d E Slide 23 <i Slide 24 I .a.!rr1l-r ri)'r,itlir-. t H.#i&I I ii 1- l,r.- l ---r......-ail l/ I I fa IT ) l d-{ a!Ia Ql'iii*,#*,' ipg* lr;cor Visual Comparison of Alternatives Location #1 From Pedestrian Eye Level Grad€ Scp€ration Study l.- Sro.dydy Gr.dc g:ililffi ca@ QNi{t;,w,,""apex IECOM @ apex Itr-:COM Slide 25 Slide 26 @ apex IECOM Visual Comparison of Alternatives Location #2 From Pedestrian Eye Level ., >: -a i bflg z 7, f:r tI I 'tl i ::1 e]a E-- Sroadw.y Grdde Sepaation Studt ,.fl Visual Comparison of Alternatives Location #2 From Pedestrian Eye Level I I ,l lnrrr', ,-'F \ Ir Sroadway Study g% cd@ \'..\\\\ q. - .lE:t'8==rl;11==- ao - tn Slide 27 Slide 28 IsI E tlt, ?---rt;i -lI'rri,d-i..t----r- aTa-lErLr-- !l a r Urj t 4a F-- D Visual Comparison of Alternatives Location #2 From Pedestrian Eye Level cr!El Ii ;i{'_-;o Visual Comparison of Alternatives Location #3 From Pedestrian Eye Level fl ) a IEE'ryffi €Dtir;,r,','.i,""" ipg* ld:corca@ =rrr I rr:,''' -f.a"d> .- 7 Iroad?ay 6r.& S.Or.tlon Strdy _----t B,oadway Grad€ {9,m u@ ff n*r:i;*,-apex AECOM r BROADWAY ft;:-------:tErl:]ffi cd - BURLINGAME t Visual Comparison of Alternatives Location #3 From Pedestrian Eye Level D pECOM Slide 30 r't aa ll l5-rl - ;LJ= I'r I Visual Comparison of Alternatives Location #3 From Pedestrian Eye Level F---------.:- !i =E--- .a> +.+r- --i+..r.+EIE,-:,..-- t Eroadway Grad€ S.earition study Slide 29 Broad\pay Grdda g.ilillllllffi ca@ @r{,,,,';"-ap9x A.ICOM -jttttttli I I o Visual Comparison of Alternatives Location #4 From Pedestrian Eye Level Slide 31 Slide 32 @ Visual Comparison of Alternatives Location #4 From Pedestrian Eye Level lr I 11 , \i ! Grdde saparadon \ €% u@ apex ,EjCOM F(ir I .a,attl!tIi ; ]I;,t: l aa!' i.i: ,-a' \\< T A .! r. ,i ' l' "a:I... t.' .; irii.l rS \ g,ilillllllffi ca@ apex ,EjCOM VisualComparison of Alternatives Location #4 From Pedestrian Eye Level B u@ Qliir#""' ipg, lecor r ive A lmproved safety lmproved traffic, pedestrian and bicycle circulation Minimal impacts on adjacent properties Minimal impacts to groadway commercial district and auto deal€rships Minimalimpact to drd inage facilities No obstruction to naturaldraina8e and risk offroodingto properties No safety concern by aunnint eledrictrains in a potential floodinB situalion No maintenance costs associated with flood protection systems Faster construction period & lesser construction related impacts (2 years) Significantly less expensive than Alr- B (S250M v/s 5415M) Pedestrian cros5ing at Morrell A\re can be acaommodated Visualconcerns dueto partially ele,/atedtrdcks (can be mitigated through architecture and landscaping) Slightly higherlrain noisethan depressed trdck (new eleatrical trainswill have much less noise compared to diesel engines). Noise can be miti8ated with acou3ticalpanels placed at wheellevel. Disruption du ng construction ConsPros Minimalimpactto trees 34 ;lLjrUrl' !' ,"] slide 33 L Broadwy cra& S!ra.do.! Alternative B Pros Cons lmproved 5afety . Majordisruption to tralhc circulation in the Broadway commercial diitrict and Auto Dealerships du rinB construction . Significant rl8ht-of-way impacts to nearby properties . SiSnificantly lonSer construction period (4 years) . visual impacts from safety fencin8 . Safety issues with hiSh-voltage lines that are lowered where they aan be reachable . Obstruction to natural drainage from upstream and increased risk of ffood ing of properties . [ong term maintena nce costs associated with flood protection tacilhie5 . Caltrain service disruption in the event of potential flood ing . Significantly more costlythan Aft. A. AltA - 5250M- AlrB-s415M . Extremely d ifficult to obtain outside fundin8 . lmpact to tre6 bV trench/shoring a nd shoofly construclion 35 O€pr6!€d tlact lers trible but s€.urity fen.iry it mo.€ Vsibl€ and corrld.equke removelof mature tr€er Ma.yborinesses arefulltakes in At a- Relocationt Alt A &oadway rloeure estimat€d .t l-3 m.tir ah I Brc.dwayclosure ertimated at 18 to24 months Alternati!€ A Con5t,u.tion Duration:2 years Altemative B Conrtudion Ouration:4 yeart Alt I more sus.eptible to floodiry.nd pote.tialto flood tlacb c.usina ieryice disruption Alt B loryterm maanten.nce issuer for pumpstations, s*er and drainege syphons, fl@ding lmproved trdffig pedestrian and biclcle circulation Novisualimpad dueto partially depressed rdilroad track Alternative Comparison Recap Project lssues/Concerns \4sibility of Train from Local Roads lmpacts to Downtown Broadway lnconvenienae duriag Construction with Local Roadway Closures Constru.tion Duration Potentialfor Flooding & Caltrain Service Disruption Long-Term Maintenance lmpacts and Cost Right-of-Way lmpads Acceptance by Caltrain Order of Magnitude Cost s250M 54rsM BA Alr B has major impacttto downtown buriness and conme,cial buildinSr on east ride oftra.kt Cahrain trontly prelers AltA be.aur€ itminihizer conitruction impa.ts to operations, lers flooding ri!k, less rirt to operationr,less lon8t.rm maintenance Alternatave B has5G70% mor€ initialcostr (exclud€. long t€.m m.intenan.e) Checkmark (/) indicates this alternatlve is preferred with respect to specific prcject issue a pex p.ICOM aroadway Grade S€parelkm Sted,Slide 36 {9% ce@ QN'ii:;::,:,:;'^ Su rvey Resu lts I like Altern.tive B Why? Other Comments: 25 comment cards were received at the meeting 20 supported Alternative A 2 su pported Alternative B 3 were in favor of the No-Build Alternative B.oadvay Grad€ Separafion Stldy .llbID'ryffi ca@ Petition from Business ipg* lr;con A petition was handed in at the meeting signed by 36 community members representing businesses along Broadway in support of Alternative A E.Ear@d Broadway Gredc Seperation Stdy 99% ca@ ipex lr;con g gE6 | 3l,wiil,1l^"stPrnrlror I lke Alternative A _ Why? I like NO BUILD Ahernati\re _\ryhyl Slide 37 Slide 38 a Next Steps Complete final Project Study Report . lncorporate final directive from City Council Meeting Visit Us at: www.burlingame.org/broadwaygradesep Email Us at: broadwavgradesep@burlinqame.org Broadrry Grad! igaiatiofl SArdyg% u@ o apex ,ECOM For More lnformation: Slide 39 Exhibit B F,ft -. ALT€RTATIVE A RAIT ELEVATEO ' ROADWAY DEPRESSEO ALTERNATIVE S RAIL OEPRESSED,' ROADWAY ELEVATEO ALTER}TATIVE C RAIL AT.GRADE 1 ROAOI1AY DEPRESSED ALTERI{ATIVE O EAII AT GPADE , ROADIIAY ELEVATEO ALTERTATIVE E RAII. OEPRESSEO ROAOWAY AT GRADE rc5 ALTENt{ATIVE F RAIL ELEVATEO , ROADYJAY AT GRADE Alternative Designs Originallv Evaluated A Exhibit C Alternative Desisn A & B - Pros/Cons ALTERNATIVE A Pros lmproved safety lmproved traffic, pedestrian and bicycle circulation Minimal impacts on adjacent properties Minimal impacts to Broadway commercial district and auto dealerships Minimal impact to drainage facilities No obstruction to natural drainage and risk of flooding to properties No safety concern by running electric trains in a potential flooding situation No maintenance costs associated with flood protection systems Faster construction period & lesser construction related impacts (2 years) Significantly less expensive than Alt. B (5250M v/s s41sM) Pedestrian crossing at MorrellAve can be accommodated Minimal impact to trees Visual concerns due to partially elevated track (can be mitigated through architecture and landscaping) Slightly higher train noise than depressed tracks (new electricaltrains will have much less noise compared to diesel engines). Noise can be mitigated with acoustical panels placed at wheel level. Disruption during construction Cons Exhibit C Alternative Desisn A & B - Pros/cons ALTERNATIVE B Pros Cons lmproved safety lmproved traffic, pedestrian and birycle circulation No visual impact due to partially depressed railroad tracks Major disruption to traffic circulation in the Broadway commercial district and Auto Dealerships during construction Significant right-of-way impacts to nearby properties Significantly longer construction period (4 years) Visual impacts from safety fencing Safety issues with high-voltage lines that are lowered where they can be reachable Obstruction of natural drainage from upstream and increased risk of flooding of properties [ong-term maintenance costs associated with flood protection facilities Caltrain service disruption in the event of potential flooding Significantly more costly than Alternative A -Alt A - s250M -Alt B - s415M Extremely difficult to obtain outside funding lmpact to trees by trench/shoring and shoofly construction Exhibit D Broadway Grade Separation Study Community Meeting March 31,2016 Meeting Summary Report The City of Burlingame hosted the third of three community meetings for the public to leam about the new Broadway Grade Separation Study project The meeting was held on March 31, 2016 from 6:30 to 8:30 p.m. in the Lane Room at the Burlingame Public Library, 480 Primrose Road in Burlingame. After a brief introduction by the meeting facilitator, the City's Mayor Kieghran welcomed the community members and introduced Councilmember Beach who was also in attendance. Mayor Kieghran highlighted the safety and congestion relief context for the project and explained the funding expectations and process. She explained the cunent need for the project independent of the proposed High Speed Rail project or any capacity increases from Caltrain. The Mayor did point out that should those rail plans be implemented it would make the section of Broadway near the grade separation very congested. She also gave a brief history of the project and the purpose of the Study effort. She highlighted the need for reliable access across the railroad tracks for safety reasons. Following her remarks, the facilitator reviewed the agenda and format for the evening and introduced the AECOM Project Manager who presented the project altematives utilizing a PowerPoint presentation and visual renderings and simulation videos. At the conclusion of the presentation, the audience had approximately 35 minutes of general questions with the project team and then adjourned to fill out public input cards. There were also two virtual reality headset goggles showing the altematives in 3-dimension available to the public before and after the meeting. The general questions and the answers provided at the meeting are captured below as are the comments registered on the 25 comment cards tumed in at the meeting. ln addition, a petition was handed in at the meeting signed by 36 community members representing businesses along Broadway. The petition indicates support for Altemative A and is attached as attachment A. The meeting was noticed through e-News from the Burlingame staff to the broad city electronic newsletter distribution list, special distribution to project stakeholders including the Broadway Business lmprovemenl District and the area car dealers and meeting attendees from the first and second meetings. The Exhibit D notice was also posted on the city website. Approximately 60% said they received the email notice. Approximately 40% indicated they saw a notice on NextDoor, 25% saw the City blog,20o/o saw E news, 10% heard about the meeting through the Community Coalition-High Speed Rail and 5% indicated they heard about the meeting through word of mouth. Attendees were asked for a show of hands for each method that would apply. When the attendees arrived they were asked to sign-in to become part of a database for notification of any future meetings related to the project. A project frequently asked questions (FAa) document was distributed at the meeting. Approximately 50 people attended the meeting. Approximately 85% of the attendees indicated they were project neighbors and the remaining 15% identified themselves as business owners. No one indicated they were a Caltrain user. About 60% of the attendees had attended a previous community meeting for the project wilh 2Oo/o of the attendees saying they had attended both previous meetings General Session Questions: The questions received during the general session question period are as follows the answers given are shown: Yes. Where exactly will the train station be located? That has not been determined. There are multiple places where the station could be located including directly over Broadway. No. They indicate a full right-of-way take as a result of the project and that the existing buildings would be removed. Do the red "x's" in the Altemative B animation mean nothing can be built there? Would the City be able to sell the acquired properties to developers?Yes, that could be an option. Yes, that is the cunent belief but there will need to be a tree survey in the next phase of the project to locate trees and determine impacts. ls the stand of eucalyptus impacted only in Altemative B? Question Response Will a train station be operational in the future conditions if an altemative is built? Exhibit D Are drainage pumps needed only in Alternative B? For Altemative B, drainage pumps and syphons will be required at the existing creeks and drainage crosses along the trench to convey water under the trench. These are not required in Altemative A. Staging details and durations would be worked out in the next phase of the project. ln order to minimize disruptions and closures, local streets would be constructed in phases such as one-half at a time. How can streets remain open in Stage 3 of Alternative A? Does this grade separation preclude other grade separations within Burlingame? No, other grade separations are independent of the grade separation at Broadway. A 4th altemative would be to dig deeper; cut and cover. The team looked at that alternative that placed the train in a trench - Alternative and there are operational issues related to that design that were identified as fatal flaws. BART has water issues today that cause maintenance and operational impacts and have long-term maintenance costs. How did BART handle water issues of cut and cover on other projects like San Bruno? Will Alternative A have issues with track drainage? No, only Alternative B would have track drainage as well as long{erm maintenance. Why is the cost of condemnation and purchasing buildings and the lost tax revenue for the City not in the cost estimate? Concern expressed about the developability of remainder parcels in Alternative B? The costs to acquire land are part of these cost estimates. The costs for condemnation and lost tax revenue are not in the cost estimates. It is likely that those comer parcels shown in the Alternative B animation that are below the elevated roadway could require sometime of drainage system to prevent water ponding and flooding, and would need a de-watering system which could impact their viability for development. Question Response Exhibit D Alternative A is similar to the type of hybrid grade separation at Holly Street in San Carios. This type of hybrid construction is the most common along the Caltrain alignment. How does Alternative A compare to Belmont and San Carlos? The pedestrian crossing at Monell could be a 'breezeway style" undercrossing in Alternative A. For Altemative B it would be an over- crossing over the tracks. Both designs would need to meet ADA standards. How is the Morrell pedestrian crossing treated under Altemative A? With more cars and trains are two tracks enough for 200+ trains per day? Why does the City need this project? Caltrain's environmental document shows that with the anticipated 1 14 trains from Caltrain, the existing two track configuration would be sufficient Burlingame first started to look into a grade separation at Broadway in 1963. It is very congested and not safe today. Out of over 10,000 grade separations in the state, this crossing ranks number 2 on the state's priority list. The priority list looks at existing conditions not future grov/th. Further addition of more trains by Caltrain and potentially High Speed Rail will further exacerbate the local traffic and safety conditions. Yes. ls it possible to place the station above Broadway, like Ralston, in Altemative A? You bring up a good point. During the next phase of the project, circulation and safety will be investigated in depth to develop designs that are pedestrian and bicycle friendly. Pedestrian circulation is worse with grade separation; there is a dual right from Northbound California which would make crossing at that location less safe than existing conditions for bikes and pedestrians. Alternative A is a great idea.Comment noted. There is a petition with 36 signers in favor of Alternative A. Question Response Comment noted. Petition is attached as attachment A. ln the next phase of the project, noise measurements will be made to assess the current noise issues and then be evaluated to determine mitigation measures to attenuate noise. At this preliminary state, we have not done an analysis of day time versus night time construction, which will be done in future design phases. There is a conc€rn with noise generated by train frequency and elevation. What kind of noise analysis has been done? Will there be construction at night? Caltrain electrification is a separate project that is environmentally cleared, funded and already underway. The tall OCS poles will be an eyesore and a health issue. Can we stop the Caltrain electrifi cation project? The toe of slope to toe of slope would be approximately 45 feet wide based on: 15 feet from toe of retaining wall to centerline 'l st track 1S-ft track spacing 1 5 feet from centerline 2nd track to toe of retaining wall. The track grade (slope) is approximately 1% How wide will the separation be in Alternative A? How fast can the train ascend the separation what is the rule of thumb calculation? Question Response Exhibit D Cards: Twenty-five (25) comment cards were received. Of those, twenty (20) supported Alternative A, two (2) supported Alternative B and three (3) were in favor of the No-Build Altemative. ln addition, a petition was handed in at the meeting signed by 36 community members representing businesses along Broadway. The petition indicates support for Alternative A and is attached as attachment A. Comments provided on the cards are set out below: What about the trees north of Broadway - are these impacted by Altemative A? In the next phase of the project, a tree survey would be conducted to determine if these trees are impacted. Exhibit D Supporting Alternative A Also faster project and less money.Less disruption to my neighborhood (Oak Grove and Califomia Drive). Cleaner; cheaper; much better visuals; more trees; better landscaping; retains buildings. The overpasses in Alternative B look like Texas. Water is a no-go for Alternative B. Less expensive, less issues; lower upkeep, even though elevated. Appears to be better looking. Less expensive and can be built faster. Cost and impact. Cost and safety, but absolutely hate that we'll have a dividing wall separating the City into two; very sad. Don't care about the businesses. They fought extending the sound wall at Highway 101 and now the residents remain, yet these CCR businesses have closed and are eyesores. Can Caltrain hom volume be lowered? Sound concems in neighborhood.Less disruptive to neighborhood Cheaper, more likely for quicker funding; less disruptive to businesses. Concems about noise! Noise, truck access through area; tree screens; pedestrian access - walking, wheelchairs, bikes along depressed roadway sidewalks. Night construction in neighborhood. Less impact on community; train higher but mostly covered by trees and landscaping. Don't like Altemative B: start freeways, train disappears but no landscape, looks like 101 and its exits and entry, hopefully impacts current train views. Less cost and faster construction. Best and most viable alternative and less disruption. Simpler, quicker, cheaper, less intrusive. Opposed widening California Drive. Addition of righLtum lane at Broadway created pedestrian hazard. THIS LAST PART BASED ON HAND.DRAWN MAP ON BACK OF CARD Why Like Alternative A?Other Comments Written on Cards Less expensive; Iess obtrusive. Exhibit D Just get it started. Don't like Alternative B - a disaster with water and overhead wires. The San Bruno separation is attractive - does not affect the commercial. The fence option in Altemative B would be very ugly and susceptible to graffiti and accidents. I like the arch as a gateway to Broadway. This looks like the best option for bikes and pedestrians to Bay Area. It is a lot better looking and less costly to the City. lt should look like San Carlos. lf HSR bullet stops due to funding, then BART must be considered in Peninsula Conidor - replacing Caltrain with BART would then complete loop around the Bay. Least impact; amenable to BART in the future. lssue not whether you can see train, its whether you can see other side. Can see other side of city/noise mitigation issue questionable more small town phase. See petition attached as attachment A supporting alternative A and signed by 36 community members. Cheaper and better Why Like Alternative A? Supporting Alternative B Supporting No-Build Alternative The option of digging deeper as an additional option. Best longterm solution anticipating high train frequency for all of Burlingame. Other Comments More time needed to see what happens with high speed rail. lf electrification occurs, then potentially there will be fewer cars on the road. Other Gomments Wriften on Cards Why Like No-Build Alternative? Other Comments Why Like Alternative B? Exhibit D Meeting Summary by Apex Strategies Because this presentation seems slanted toward Altemative A. I don't understand why the train can't be further underground, eliminating the raised roadway, fencing, etc. I am Ery concemed about this Altemative A creating an opportunity for HSR to demand elevation. Because by 2040 we will be flying in our flying cars, telecommuting and beaming ourselves to where we want to go. Why Like No-Build Alternative? Other Comments Exhibit E March 21, 2016 City Hall 501 Primrose Road Burlingame, ca 94010 Re, The Broadway Grade Separation Honorable Mayor and City Council, The Broadway Ave. merchants would like to go on record as supporting Alternative A of the grade separation plans. Our reasoning is as follows: 1) Both the communities of Burlingame and Hillsborough would benefit greatly by a modern, well desiSned Sateway to our cities, such as alternative A' 2) Given the cost of the other options, A is really the only financially viable design' 3) Given the design limitations of trenching: a) due to our high water table we would need to pump out the trench constantly, if there was a major power failure the trench would flood . b) The need to route our new, well operating storm drains and inftastructure under a long trenched area. Burlingame has just got its flooding problems under control with our new storm drain system. lf the storm drains have to go under a trench, we will have to use pumps on the storm drains too' This would open the city up to flooding problems again when a ma,ior power failure occurs' 4) public safety. we need to have traf{ic flow smoothly off of our new overpass so that it doesn't back up to lol causing a hazard. Additionally, when traffic is backed up on Broadway,weneedtokeepthecarsoffthetrackssotherearenofatalities'These two public safety points will only intensify when the trains are electrified, dramatically boosting the number of trains per hour. 5) lt will make it possible to reopen the Broadway train station again to 7 day a week service. Broadway used to have the highest non automobile driving ridership of any of the peninsula train stations. 6) Alternative A has the least ritht of way complications of the plans except trenchinS, which is imPractical. 7) Visual impact on our city. Option A will minimize the berm or elevation needed to raise the train above Broadway by lowering Broadway just enough to accommodate traffic, but not so deep as to lose the first block of BroadwaY as the other plan would do. The elevated train tracks wouldn't be high enough to cause the Berlin Wall effect and would touch down to ground level before they approached oak Grove. Most of the elevated portion of the track would be industrial both north and south of Broadway. Sincerely, the Broadway Merchants. SHOPS BROADWAYUIIIGE Broadway Businsss lmprovemcnt Dlstrlct o l3sg Broadway, Burtingame, catitornia 94010 Exhibit E We, the undersigned, agree with the Broadway Merchant's letter of March 21, 2016 in advocacy of alternative A's version of the proposed Broadway Ave. grade separation. NAME Q1!.!r,,e 614 e,MlL W'tf -*._ .@ sld l srG () ADORESS l!!f-fu.o/"-,, IH-ffiHr' 11t fit uAwa BUSINESS NAME DATE |i;_{ln6 t^, _' __l a//e zHp ZzC/te 3/elra lJt*lr6 , l/r-/r" 1zjh-D'rd -lqzrr* 7l"4ut'< tfu^ tKLSod,ry 1r y_l-tn{,._ //L?-%hfu t4$a -\ggr-to-Q..r*. A*'..1W^ /, tecxorsmn- -L-a-.Cf.il*:r )Yl*tN-fuLrl'/ -Wocr(,Iera $-!.h!nu. hA,n o "p_./.,*-:l-fu.tt.-. GtO/.t slxl4t4 ?l)a/td s/ta/ r o s/ gp,/t 6--/- /Lth/lLzlu/t d tfr/,, (+ r) .7 --tQL!_g/UyoL. fBr- "r lltrre tlu $ LY-$!!4 tbv Droq/n, r,-Y U*l'^"9 47y1tvn,L"7 l(fi-6-1.uel'r7'lf9 'll8+ Be,oD{d ?xt/o"t bn $<r"r 9rit L7.tt 7 /r6 3_:t.l_t, t 7t.Lb I &r-rl+*tq wk_yy6 -€rc.r /-xt fzn Lt *' k"tr '-rhaunt olJrtror ?-E.--' -&-:tlv"6-- 4/1-.- hl*iI^.LS Ir -zb,l ttffi-t&"'"d,,ra.r tt!6-.bp"li4 ^ul1ifu c+ft ,[r.!rrr ..33t'16 ,u,ll,*tri/n) o/,.'e ( J3oE -B Aam v xz- ! z Wot *;y 3/tc (. 3 { !, l,&:- Exhibit E We, the undersigned, agree with the Broadway Merchant's letter of March 21, 2015 in advocacy of alternative A's version of the proposed Broadway Ave. grade separation. NAME. ,1,n htun^n tio(t&ry"^.^ SI RE ADDRESS 0 EUSINESS NAME DATE a /h"t )tuz l.,r/r't .-.-3 t l--t I ., j-l\-lu 'ap1tt, fufrc -2llr- tt frUl$rp.\ lxrB*drs"1 f:Lfu2 $,r"'.d"L,-,tritJi \n rrLn )$4 |ZSZ bronJ..*1 V_t_i:b=,,,-::1.') /-'' )-*'dtly&a_k&t3 'rtr,tz ),t/a, ,4..o 9rt- >-zr-rL ( cul, ur *L\l-t b ?71-lQ &nM 3-1t'tb ,.:!!silt" .%ffiia;g:€r -t@ llLt-,L-a./ ^1 . - -3 -= 3 / -' /6 0 MBEr'L Cuxr,O ?q6i\ G[u.i1- .Lu4 tt4 v AJ{M-y ttla ____ | 14 na{Gras zlf /262- Uiffio,h o-th-ao-41,Y1 S+€.n\ Exhibit E @ffi1 BROTOriTY GRTIIE STPIRAIIOlI SruOY SURYTY I like Alternati ," e /wnv , Sin </\. rt v<- I like Alternative B -WhY? I like NO BUILD Alternative WhY? Other Comments:tE desep6lburlinga me.org A,tlBrr&, Email Us at: broadwayqra ttdlrhu ,LW 'hrY n .a-+- Eo EKFC -sB a-\. Exhibit E ffirE,% I like Alternative e X wnyl tra A-ur. "{=.r"'- f" t:ak .t C*[D-*) BROADWAT GRADT STPIRTTIOTI SruDT SURTTY b8 ur ullll lilIllr! 1.,0+ I like Alternative B - Why? I like NO BUILD Alternative WhY ? Other Comments:ai.r4 tor .1 + U,-, $ Email Us at: broadwaygradesep@burlingame.org effi1 Exhibit E BROTOf,AY GRTDI STPARAIIOTI SIUIIY SURYEY I like Alternative A -WhY? I like Alternative B -WhY? I like NO BUILD Alternative :itwnYt o**a eq zn+b we w II( B€ FL ry'6 tl I op Ftfll6 C4a-{,/ 1iL€ la.. r. lat t a A,,,0 B itit"t t N6 Nrt leL,/4 '/'.a.y'..<a/2 a/a-y'7 'fO Other Comments:6n Email Us at broadwaygradesep@burlingame'org Exhibit E BROTDITY GRAIIT STPTRAIIOII SIUOY SURUTT Aw % I like Alternative A _ Why? , -Z'llikeAlternativeB . - Why? l,r' '0 ut'(ryu'"/ Ef,0rrtrt 0ltr$rr .-€., tou {e"i /k D Ltt,,c c4 0 ctlrt< I like NO BUILD Alternative _Why? Other Comments: Email Us at: broadwaygradesep@burlingame.org BRtlAIIIIIY GRAllT STPARAIIOII SruDY SURUTY I like Alternative A - Why? I like Alternative e V Wnyl o II i)( I like NO BUILD Altern ve_whv? Other Comments: Email Us at: broadwaygradesep@burlingame.org @%l Exhibit E @ffi1 Exhibit E BROAIIWTY GRAIIT STPARAIIOII SruDY SURYEY whv?,t1,,c < e5 r L'1 I like Alternative B -WhY? I like NO BUILD Alternative WhY? Other Comments: Email Us at broadwaygradesep@burlingame'org ,r/I like Alternative A Exhibit E @ I like Alternative A "/ WhY?Claaner c ,AbrJ4 I e,q 4.,.{- bdr I like Alternative B -WhY? I like NO BUILD Alternative -WhY? Other Comments:t ta. Email Us at: broadwaYgradese t.WaT€qL t I BROADIITY GRAIIT STPTRIIIOII STUOT SURYTY rg h ilD{o("L hu1 I I like Alternativ e e -rlwnY ? )cSS (l nSt v{ Exhibit E BROADIIAY GRAOT STPARAIIOlI SruDT SURVTY hft?I(i.s i t- l,U4ilirnat tve B -why? I like NO BUILD Alternative -WhY? Email Us at: broadwaygradesep@burlingame'org e @ffi1 Other Comments: Exhibit E BROAOTIY GRIIIT STPARAIIOII SruDY SURUTI flrw I like Alternative n (. WfrYZ ,L 8n0t0lllY Gllirtt ( I like Alternative B -WhY? I like NO BUILD Alternative -WhY? Other Comments: Email Us at: broadwaygradesep@burlingame'org Exhibit E BROTOTTAY GRIIIE STPARAIIOX SruDT SURYTY I like Alternative A / WhY ?/ tL r F/,9f L I like Alternative B -WhY? I like NO BUILD Alternative -WhY? Other Comments: Email Us at: broadwaygradesep@burlingame'org @ffi1 ,I\ Try % Exhibit E BROAIIITAY GRIOT STPIRAI!OX SIUDY SURYTY I like Alternative n X Wfryl -/lt )'re, , ltJ I like Alternative B _ Why? I like NO BUILD Alternative _Why? other Comme no. C?n 'tra,n hor n, &^9 /utn o L--, Email Us at broadwaygra desep@bu rlinga me.or9 /0,'7 Soun /Coh1efl15 i n 4e,jn tr'tolhta/ Exhibit E BROAOITAY GRADT STPTRAIIOlI SIUDY SURYTY ,ITE % M ili Alternative A / Whyt /^t ,.r 4-/ J pc'// lo,rc a /,u a,-t/4. I like Alternative B -Why?d;,t,d,,1 I like NO ILD Alternative -WhY? el *P Qther-4ur// Edail Comments:'la"n4t >1 /"*""-'-, /l>4^r)-9.o,a/ tx.tl c /ol ! /1,/tt) ztltna; ^ Us at:waygra cc& offiiffil'::l tffJn" N 7b.^ lr4 6 ,GE Exhibit E WAY GRADT STPARAIIO}I suRvtY d-/lo/Q ir( l<: J ^//'i I like ternative B -WhY? I like NO BUILD Alternative -WhY? Other Comments: Email Us at: broadwaygradesepEburlingame'org I like Alternative A Exhibit E BROAOTAI GRAOT STPTRAIIOTI SIUDY SURYTT I like Alternative n X WtrYl I like Alternative B -WhY? I like NO BUILD Alternative -WhY? Other Comments: Email Us at broadwaygradesep@burlingame'org \ @ffi1 Exhibit E BROIDTTIY GRTIIT STPARAIIOlI SIUIII SURUTY@ o I like Alternative A whv? o /t1 Wl like rnative g -WhY tS I ili N /C BUI D Alternati ve-v? o-,, ,)( t Other Comments:..(ggWar,) Itx,^ ry$I NLt tP t g,w(('6 url ingame.org llt Ka (tas pf,L\]{Y u Us oiQo0D Exhibit E BROADUIY GRIDT STPARTIIOII SIUIIY SURVEY I like Alter A_why?/.rt v. I like Alternative B -WhY? I like NO BUILD Alternative -Why? Email Us at: broadwaygradesep@burlingame.org @ffi1 Other Comments: ,nw %8R010Iltr Gltt*tr Exhibit E BROADWTY GRIDT STPARAIIllII SruOY SURYTY bI like Alternat A whv? I like Alternative B - Why? I like NO BUILD Alternative -WhY? Other Comments: Email Us at broadwaygradesep@burlingame'org I ,.at. Exhibit E aIU ll / ,,x,'*'y;;,:y Dr srPrnrr,o, rrri I like Ake rnative A {*n, I like Alternative B No wnvt A4) atu I like NO BU|LDAhern Other Comments; Email Us at broadwa ative MWhy ygrade /Y ? sep@budingame.org Exhibit E BROIOIIAY GRrDt STPIRAIIOlI SIUDV SURYTY I like Alternative A X Why? / r-rxe r.trg ,q,....-u ,aj I Hls L+o<5 a-t 4-ea.r{3 0.a=i ePiro- Ft;. tPtx 5. f eos. Tb t3A -l ,\.\f_c .I like Alternative B __ Why? I like NO BUILD Alternative _Why 7 Other Commenls 'fac. 5^s gn--- :lee,,n^:.:rod 1,:t LT!--:n*3 lEo-r, aer.r &r<J cr ae3 e,t,t6t-c, a,- Email Us_at: b_roadwaygradesep@burlingaml.org t.,^-- o =,-fti-' F3J43 eff roJ r,5 s) t+ci> -o rie ug.,*(o-a,1 ^ro 3.rac-6/oft7 tj e Cn-nffrf(, -n-.o *r. sffil -..._- 0lt0l0fal 6ltltir Exhibit E BROAIIIIAY GRIOT STPARATItllI SruOY SURYTY AU % I like Alternative A V Why?7--t'Jr n' .," (anlrs I like Alternative B _ Why? I like NO BUILD Alternative _Why? Other Comments: Email Us at: broadwaygradesep6lburlingame.org Exhibit E 6.ep, zcte,' -7 A' /4/ r-&?i'<i' t {'<titdr ti0rlrtlr urltxlr BRllIllUIIY GRAIIT STPTRATItlII SIUDY SURYTY /1,-.,1 ' I % I like Alternat whv? (l .) I like Alternative B _ Why? I like NO BUILD Alternative _Why? Other Comments:H It E WA >\ id u)t<d*/na I /i'tt 7t''? i'()t.4t(rt ' Exhibit E frw 810t0lll tlltxlr EROTDf,TY GRIDT SEPARTIIOII SruOY SURVTI I like Alternati n$v I like Alternative B - e, /wnyt f augr olwEru2'tf rnite ( r*e I like NO BUILD Alternative -WhY? i59tothe ffin Emai Vay\ CQn {4 desep@burlin pt dtvtw cq,u€a- game.or9 e y9rat at: @ffi1 Exhibit E BROAOUAY GRTOT STPARAIIllII SIUDY SURYEY I like Alternative A -WhY? I like Alternative B -WhY? I like NO BUILD Alternative -jL-WhY? lu'.tt" rr {lur- nlp,ld.;rt -rLtl.rvLt a(Ft .t.-(r.u|- ,--1, ,c 'v Email Us at broadwaygradesep@burlingame'org rl rrrfu \-ctanpL a"'tY -thr. t\r.- n AQtnlY- t *.n l'[rr^ tuncLur- nho*v-.t't-'(ltn"u.'1a."* -H," \f.r.iri.{ Ac.t {ui,..6+,,u.,* -t-Ys' U- tL"\ L\I-\LL ctc-rrtl.t"-clc "c*rct'f yfin* (r-(l A uf,..J.^*u.r.vr *'f 1)&\G""-&d- te-\ W1>L to dtrtuJrcl r'9-ur-csiu-'"-'' ' Other Comments: Exhibit E BROIDWIY GRAIIT STPARTTIOII SIUDY SURVTY I like Alternative A -Why? I like NO BUILD Alterna rir4-.wny?- A ort c ^t/al 'tb Yc ul*-t- l^! I .zi Other (o (.tCl Email Us tS: &./)b at: Jr€* a*lJ ozl'7)u- bfoadwaygradesep@b urlingame.org @ffi1 EXHIBIT NO. F Safety and Enforcement Division Office of Rail Safety Rail Grossings and Engineering Branch Order lnstituting lnvestigation 15-06-008 STAFF EXHIBIT GRADE SEPARATION PRIORITY LIST FOR FISCAL YEARS 2016-2017 and 2017-2018 As Required By Section 2452 ot lhe California Streets and Highways Code February 12,2016 I Staff Exhibit - Grade Separation Priority List 1.1 6{08 Februay12,2016 Page 2 ol '12 TABLE OF CONTENTS SUMMARY 3 PROCEDURAL HISTORY & SCHEDULE. ..................3 NOTES REGARDING NOMINATION EVALUATIONS 5 NOTES REGARDING SPECIFIC QUALIFIED NOMINATIONS .........5 RECOMMENDATION 8 APPENDIX A - Proposed Priority List for Fiscal Years 2016-2017 and 20'17-2018 This report submits the grade separation priority list (Priority List) for fiscal years (FYs) 2016-2017 and 2017-2018 for the 38 highway-rail crossing (crossing) construction projects that qualified for state Section 190 funding. The Section 190 Grade Separation Program is executed under Streets and Highways (S&H) Code Sections 190-192 and 2450-2461 . The attached Priority List in Appendix A is issued in compliance with California Public Utilities Commission's (Commission) Order lnstituting lnvestigation (Oll) proceeding 1.15-06-008, dated June 11 ,2015, and the presiding Administrative Law Judge's (ALJ) procedural schedule ruling of December 17 , 2015 (Ruling). The ALJ's Ruling set Friday, February 12, 2016, as the due date for the Commission's Safety and Enforcement Division, Office of Rail Safety, Rail Crossings and Engineering Branch (RCEB) Staff Exhibit (Staff Exhibit). The ALJ Ruling also ordered parties to file comments on the Staff Exhibit by Friday, February 26,2016. 1.15-06-008 established the criteria for funding of grade separation projects in accordance with Section 2452 of the S&H Code. PROCEDURAL HIST RY AND SCHEDULE On June 22,2015, the Commission issued 1.15-06-008 for the purpose of establishing and fumishing to the California Transportation Commission (CTC) and Califomia Department of Transportation (Caltrans) a Priority List of highway-rail grade separation projects eligible for state Section 190 funding. S&H Code Section 2452 requires the Commission to establish the Priority List for grade separation projects and furnish it to theCTCbyJulyl"tofeachyearforuseintheFYbeginningonthatdate. 1.15-06-008 established the process for interested parties to submit proposed projects to be included in the new Priority Listfor FYs 2016-2017 and20'17-2018 and to submit to the Commission their nominations for grade separation projects by Friday, October 23, 2015. RCEB staff (Staff) received a total of 38 nominations for projects to be included in the current Priority List. The ALJ Ruling established the schedule for l.'15-06-008. ln Ruling, the ALJ set February 12,2016, as the due date for the Staff Exhibit, including the proposed Priority List, to be sent to the parties on the service list. The ALJ Ruling also ordered parties to file and serve comments on the Staff Exhibit by Friday, February 26, 2016. As prescribed in the ALJ Ruling, the final date for revision of Staff Exhibit and the date for mailing the evidentiary hearing schedule to nominating applicants is March 18,2016. Staff Exhibit - Grade Separation Priority List 1.1546{08 February 12, 2016 Page 3 of '12 SUMMARY Staff Exhibit - Grade Separation Priority List 1.15{6{08 February 12,2016 Page 4 ol 12 Evidentiary hearings will be held as follows: I..I5-06-008 REQUIRES EACH NOMINATING PARTYS REPRESENTATIVE TO APPEAR PERSONALLY AT THE HEARING TO UPDATE, CLARIFY, OR EXPLAIN EACH NOMTNATION, AS NECESSARY. Staff evaluated each of the project nominations by analyzing data submitted, comparing information to Commission records, and researching accident history. Certain parties submitted supplemental information at the request of Staff, or on their own. Of the 38 project nominations received, Staff determined all 38 projects are qualified. Staff calculated the priority ranking for each of the projects based on the formulas adopted in 1.1 5-06-008, Appendix 2. Staff analyzed projects involving closure andior separation of multiple crossings in the same manner as a single crossing project. Staff determined the point allocation for multiple crossing projects by adding vehicle counts, number of accidents, and crossing geometric points for each of the crossings. For the special condition factors of passenger buses, school buses, hazardous trucks, and crossing blocking delay, Staff considered those not on the same roadway and added those points. Allocations made pursuant to S&H Code Section 2453 shall be made according to S&H Code Section 2454, including: For a project ranked the highest on the Priority List, the CTC may allocate up to $15,000,000 to it, as provided by S&H Code S 2454(cX2). For a project seeking multi-year funding, not to exceed five (5) years, an allocation of $5,000,000 to $20,000,000 may be requested, as prescribed by S&H Code S 2454(dX1) . The allocation for any one of those multiple years shall not exceed the amount prescribed by S&H Code $ 2a5a(c). An agency that has received an allocation for a project under the multi-year funding April 19, 20'16, al l0:00 a.m. (for projects located in northem counties, including San Louis Obispo and Kem) California Public Utilities Commission Courtroom 505 Van Ness Avenue San Francisco, CA 94102 (For projects located in southern counties, including Santa Barbara, Ventura, Los Angeles and San Bemardino) Califomia Public Utilities Commission Junipero Sena State Office Building- Hearing Room 320 West 4th Street, Suite 500 LosAngeles, CA 90013 After the hearings, Staff may revise the proposed Priority List to incorporate any changes to nominations approved by the assigned ALJ. DISCUSSION Apnl21 ,2016, at 10:00 a.m. Staff Exhibit - Grade Separation Priority List 1.15-06-008 February 12,2016 Page 5 of '12 option is not eligible for another project for a 1o-year period unless funds are available for alloeltion, as prescribed by S&H Code S 2454(dX2). ln addition, the allocation for any one of those multiple years shall not exceed the amount prescribed by S&H Code $ 2a5a(c) of $5,000,000. For any other project, up to $5,000,000, or 80 percent of the estimated project cost, whichever is less, may be received, as provided by S&H Code $ 2454(c)(1). Crossing Geometric Factor: The crossing geometric factor for each crossing was awarded 0 to 17 points based on the relative severity of physical conditions including sight distances, crossing angles, surface profiles, traffic, and roadway characteristics. Blocking Delay, Passenger Buses, School Buses, and Hazardous Material Trucks Factor: Staff assigned the values for the Blocking Delay (BD) factor within a range of 1 to 5. The BD factor accounts for the total daily time a crossing is blocked by trains. A similar process is used to determine variables included in Other Factors (OF) such as average daily traffic counts (ADT) for school buses (SB), passenger buses (PB), and trucks carrying hazardous material (HT). The BD, PB, SB, HT factors are as follows: BD (total min/day) lsBD<50 50sBD<'100 100sBD<155 155<BD<200 BD > 200 points 1 2 J SB (ADT)SB<1 'lssB<20 20ssB<50 50<sB<90 90<SB points 0 0.5 1 2 J PB (ADT)PB<1 1<PBs50 50<PB<88 88<PB<120 120 s PB points 0 0.5 1 2 J HT (ADT)HT<1 'lsHT<54 54 < HT s 100 100 < HT < 200 points 0 0.5 1 2 J Accident History (AH): ln evaluating the project nominations, Staff reviewed AH for the 1O-year period of October 24,2005 through October 23, 2015. The AH only included vehicle and pedestrian versus train incidents, excluding suicides. AH does not include other incidents at or near the crossing, such as vehicle versus vehicle or vehicle versus fixed object incidents. NOTES REGARDING SPECIFIC QUALIFIED NOMINATIONS Alameda Corridor-East Construction Authority (ACE) - Durfee Avenue, City of Pico Rivera: As agreed by ACE, the Federal Railroad Administration (FRA) NOTES REGARDING NOMINATION EVALUATIONS BD<1 0 4 200 < HT City of Bakersfield - Sumner Street, E. Truxtun Avenue, Baker Street, Tulare Street and Sonora Street: This consolidation project involves closing the Sumner Street, Baker Street, Tulare Street and Sonora Street crossings, and constructing a new grade separated crossing over the BNSF Railway Company double-track at E. Truxtun Avenue. Greater Bakersfield Separation of Grade District - Morning Drive, and Vineland Road, City of Bakersfield: This consolidation project involves the closure of the Vineland Road crossing and constructing a new grade separated crossing over the Union Pacific Railroad Company (UPRR) double{rack at Moming Drive. City of Burlingame - Broadway Avenue: The City of Burlingame was notified that the FRA 07/17i 1985, 04/2611980 and 08/2311995 incidents were not included for the Broadway crossing project nomination evaluation because the incidents were outside of the 1o-year period for the AH. County of Kern - Reina Road, and Renfro/Jenkins Roads, City of Bakersfield: This consolidation project involves closing the existing Reina Road at-grade crossing and constructing a new grade separated crossing over the BNSF single track approximately 1,800 feet to the south on a new alignment connecting Renfro Road and Jenkins Road. County of Los Angeles - Avenue S, in Unincorporated Los Angeles County: As agreed by the County of Los Angeles, the FRA 0512412005 incident was not included for the Avenue S crossing project nomination evaluation because the incident was outside of the 1O-year period for the AH. County of Los Angeles - El Segundo Boulevard, Unincorporated area of Willowbrook in Los Angeles County: As agreed by the County of Los Angeles, the FRA 03/30/2000 incident was not included for the El Segundo Boulevard crossing project nomination evaluation because the incident was outside of the 10-year period for the AH. Based on the Commission incident records, the 07h312012, 09/18/2006 and 0110712006 incidents were included for the crossing nomination evaluation. County of Los Angeles - Sierra Highway, Lakeview and Barrel Springs Road, Lakeview, Unincorporated area of Los Angeles County: This consolidation project involves closing the Barrel Springs Road crossing and constructing a new underpass of the Southern California Regional Rail Authority single track at the Sierra Highway crossing. City of Montclair (Montclair) - Monte Vista Avenue: Monte Vista Avenue crosses over two separate rail lines in Montclair, each with separate at-grade crossing warning Staff Exhibit - Gmde Separation Priority List 1.15-06{08 February 12,2016 Page 6 of 12 0410312005 incident was not included for the Durfee Avenue crossing project nomination evaluation because the incident was outside of the 10-year period. Staff Exhibit - Grade Separation Priority List 1.15{6408 February 12, 2016 Page 7 ol 12 devices and about 100 feet apart. This consolidation project involves constructing a new grade separated crossing over the two separate rail line crossings. City of Mountain View - Rengstorff Avenue: As agreed by the City of Mountain View, the FRA 0412912004 incident was not included for the Rengstorff crossing project nomination evaluation because the incident was outside of the 10-year period for the AH. City of Ontario - San Antonio Avenue: San Antonio Avenue crosses over two separate UPRR rail lines in the City of Ontario, each with separate at-grade crossing warning devices. This consolidation project involves constructing a new grade separated crossing under the tvvo separate rail line crossings. City of Oxnard - Rice Avenue: The City of Oxnard's consultant confirmed that the school bus count is zero and updated the total crossing blocking delay from 13.50 minutes per day to 30.78 minutes per day. Orange County Transportation Authority (OCTA) - 17th Street, Cities of Santa Ana and Orange: As agreed by OCTA, the injured count for the FRA 1210912007 incident was changed from 0 to 1, based on Commission records (INCR 2007120011) incident report. Cities of San Bruno and South San Francisco - Scott Street, and South Linden Avenue: This consolidation project involves constructing two new roadway grade separated crossings under the Peninsula Conidor Joint Powers Board (Caltrain) double- track, at the Scott Street and South Linden Avenue crossings. For the Scott Street crossing, the City of San Bruno revised the track angle from 90 degrees to zero degree. For the South Linden Avenue crossing, the City of South San Francisco confirmed that the counts for school buses, passenger buses and hazmat trucks were all zero and the fatality and injury counts for the 0410712006, 06/1 6/2006 and 0411512010 incidents were all zero as well. Based on Commission records, the City of South San Francisco agreed to include the 1112212004 incident with one injury and zero fatality. ln addition, the City of South San Francisco updated the allocated share from the state fund from $0 to $5 million for this consolidation project. San Joaquin County - Lower Sacramento Road, Unincorporated area of Acampo in San Joaquin County: San Joaquin County updated the total number of accidents from 14 to 22 to match the specified 10-year period of October 24,2005 through October 23, 2015. City of Ontario - Campus Avenue: Campus Avenue crosses over two separate UPRR rail lines in the City of Ontario, each with separate at-grade crossing warning devices. This consolidation project involves constructing a new grade separated crossing under the two separate rail line crossings. Staff Exhibit - Grade Separation Priority List 1.15{6{08 February 12, 2016 Page 8 of 12 City of San Mateo - 25th Avenue: The City of San Mateo updated the counts for school buses from unknown to 16, passenger buses from unknown to 0, hazmat trucks from 329 to 20 and total vehicles from 13,365 to 13,056. City of Santa Fe Springs - Rosecrans Avenue/Marquardt Avenue: The City of Santa Fe Spring updated the accident history data by revising lhe 1011012015 incident as '10/09/2015 incident and adding the 08/18/2006, 0110712013, and 0311512O13 incidents to the nomination evaluation, based on the Commission records. City of Stockton - Alpine Avenue: The City of Stockton updated the Commission crossing identification number for the Alpine Avenue crossing from 001D-93.00 to 001BEL-81.94 and the FRA 10/01/1978 and 08/25l'1977 incidents were not included in the nomination evaluation since both were outside of the 10-year period for the AH. City of Stockton - West Lane: As agreed by the City of Stockton, the FRA 0912712003,0412012000 and 0411611994 incidents were not included for the West Lane crossing project nomination evaluation because the incidents were outside of the 10- year period for the AH. Staff has completed its evaluation and ranked the nominated projects in order of highest priority to the lowest priority using the formulas accepted for use in I 15-06-008 proceeding. The resulting proposed prioritized project rankings are shown in Appendix A to this Staff Exhibit. Appendix A includes p@ect information for each eligible project, such as vehicle and train volumes, project cost share, special condition factors or separation factors, and the resulting priority index calculated from the appropriate formula. Staff recommends that the Commission adopt the "Proposed Priority List for Fiscal Years 2016-2017 and 2017-2018 By Rank" contained in Appendix A. RECOMMENDATION '=oOE o-- O) La)o) (o N(o(.) o)F N N @ O)F. 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Other than cost, can you thoroughly explain the engineering challenges and risks associated with option B (trenching the train, and running the cars above?) lthink most people understand "the water table" is an issue in a broad sense, but can you elaborate? The PowerPoint presentation at the March 31't meeting willgo over the construction sequencing and challenges. The major ones are: . Significant disruption to traffic circulation and Caltrain operations . Extended duration of construction o Shoofly* construction to maintain Caltrain operations while excavating trench . Significant impacts to private properties due to right-of-way takes . Significant impacts to Broadway Commercial District and Auto Dealerships Note: * shoofly is a temporory roilrood trock built to mointoin troin service operotions while constructing new permonent railrood trocks. Would there be additional ongoing expensive maintenance? How costly would that likely be to the city on an annual basis? Yes there would be additional long term maintenance costs associated with maintaining pump plants for drainage. These costs would be borne by the City. we do not have a definite number but with at least 5 pump stations/syphons, a ballpark estimate would be additional dedicated maintenance staff at S300K to $400K per year as a minimum. ln addition, there will be ongoing costs associated with back-up power such as mobile generators for each location (see response to d below). b, Would there be high probability of leaks that could affect train service? Leaks are to be expected with high ground water. This is one of BART's main issues with maintenance and causes many system failures due to water intrusion into electrical systems and corrosion of materials such as trackways and other metals. There is one stretch of tunnel in BART between Civic Center and 15th Street that has required track replacement within 2 years due to corrosion. c. ls FEMA'S flood zone an issue? The project is within the FEMA 100-year floodplain. Any change in drainage patterns would need to be modeled and submitted to FEMA to show that the project does not a Exhibit G d. What happens when major storms hit? When a major storm hits, the reliability of pumps to pump water is an issue as well as power to run the pumps. lf either of these fails, then the water will start to fill the trench and there could be service disruption. At a minimum, a maintenance engineer would need to be on call during these events to manage and assess the situation. Back- up power sources such as mobile generators would be required to be on call for all 5 locations. ls there a risk in operating an electrified train in a potentially flooded trench a safety?e Yes, there is potential safety risk in operating electrified trains in flooded trench. This also affects reliability of train operations. f. ls sea level rise a long-term concern? Yes it is a concern. Sea level rise numbers for the bay area are projected to be around +3 feet. This may further exacerbate the risk of operating trains in a trench. g. How do sewers and creeks play into the option B scenario? (Beyond the initial engineering costs and time.I Sewers, creeks and drainage facilities would require a syphon to pump water/sewer down and under the trench (see below sketch) with lift stations at either side of the trench. These types of systems are expensive to maintain and have reliability issues as well. Many flood control agencies discourage the use of these systems because of long term maintenance and reliability. E 10 L 2. lf trenching is so challenging from an engineering point of view, how does BART do it? Trenching is a challenging engineering issue especially in developed areas that add constraints on how construction is implemented. ln the 196Os, BART used cut-and-cover excavation to construct in Downtown Oakland and San Francisco. This construction lasted many years and disrupted City streets for years - impacting businesses and local circulation. Currently, SFMTA is building the Central Subway, which is a drilled shaft below BART from South of Market to Chinatown. Many streets nearby are disrupted, and there have been several street closures for alter FEMA floodplains. This may require adding downstream capacity (i.e. expanding drainage facilities to the east). Or-erall Dragram. Exhibit G long periods of time. The cost is in the billions. Also there are long term maintenance issues for these underground facilities such as groundwater infiltration that affects services and reliability. 3. ls CalTrain trenched anywhere else along the line? Caltrain tracks are not trenched anywhere along their line 4. What does Burlingame propose to do with the other Burlingame train crossings when electrification comes? Would some likely be eliminated? Would we likely advocate for grade separation at other crossings too? The Caltrain Electrification Project does not propose any grade separation in Burlingame. Except for the Broadway crossing,there is no identified need for g rade seoaration for other crossinss an Burlinsame. Broadway is the only crossing identified in the statewide priority list; no other Burlingame grade crossing is on the grade separation list. The other grade crossings in Burlingame include: Oak Grove Ave., North Lane, Bayswater Ave., Howard Ave. and Peninsula Ave. lmplementing a grade separation at Broadway does not preclude grade separating these other crossings in the future. The issues and costs would be comparable for these streets, but the distances between oak Grove Ave., North Lane, Howard Ave., Bayswater Ave., and Peninsula Ave. may require that these be all grade separated or a combination of grade separation and closure. Further circulation studies would be needed to assess these sites. 5. The January presentation suggests scenarios A & B minimize right-of-way takes / eminent domain. which one would require more land? Can you elaborate? Alternative B would require significantly more ROW takes especially in the Broadway Commercial Area. The elevation difference for the elevated roadway would take the first block of the downtown area due to access impacts to those buildings and businesses. lnaddition,the temporary shoofly for the railroad track would impact several buildings that are built up to Caltrain ROW (about 15+ commercial buildings). There is a place holder for the cost of the station in the estimates for both. There is a building shown in both Alternatives that represents the station as a place holder. 7. Option A = tracks will be 13' higher than street level. But how high will the entire train and wires be above ground at the highest point? The overhead wires are about 22 feet above the track level. This is a safer design as people cannot inadvertently touch wires. ln Alternative B the high-voltage wires will be at a level that someone could touch them which will require high fencing and armoring to prevent people from touching or damaging wires. 5. ls the cost to build Broadway station included in the estimates for grade separation A & B scenarios? (Broadway station does not appear in the fly-over presentation.) Exhibit G The best type of anti-grafFrti is to use plantings (such as ivy) as was done on Holly Street in San Carlos. Where possible we would look to use berms in lieu of wall if there is enough ROW for grading. 9. Will train noise be quieter with option B or option A? ln the trench option the concrete wall will tends to reflect the train noise and this can lead to properties that don't currently hear trains getting more noise than they currently experience. ln option A, installation of acoustical panels at the train wheel levelto attenuate noise will mitigate this issue. 10. lf Council oK's the elevated train option A, some community members are concerned it would be against council's letter to HSR Authority (from 2010) opposing any kind of elevated alignment-prior to blended system compromise. The City Council letter in 2010 was in response to the Aerial Viaduct AliSnment of High Speed Rail throughout the entire corridor in Burlingame proposed by CHSRA at that time. Based on the best information available at this time, the CHSRA is not proposing to elevate the tracks along the Caltrain corridor like they did in their previous attempt. They plan to run High Speed Trains at existing grade without making changes to the existing alignment. The Alternative A for Broadway Grade Separation partially raises the railroad track and partially depresses the roadway to minimize visual impacts, and significantly limits the raised portion railroad tracks, which is completely different than what was proposed in 2010 by CHSRA. lf the City were to choose to not grade separate Broadway, and leave the situation as it is, the projected increase in the overall number of trains from currently at 92 per day to 220 per day by 2030 (information per PCJPB and CHSRA), will result in a significant traffic circulation failure and cause safety problems. This is particularly siBnificant because Broadway is the gateway to Burlingame from US 101, and the only direct access to it. Additionally, this will affect the entire Broadway corridor, including the commercial district and the Bayfront hotels' patrons and businesses that use Broadway to visit our downtown areas. 11. Some community members are concerned that the City is rushing this proposal decision in order to get a shovel-ready poect in the pipeline, and we may not be researching all the options carefully enough. The City issued an RFP, and hired a well-qualified engineering consultant to identify and evaluate all options available to address the Broadway grade crossing problem. The consultant firm URS/AECOM comprehensively studied the issues, performed analysis, and identified six potential alternatives, of which four were discarded because of severe flaws in them, and narrowed their focused on two alternatives with extensive details including 3D animation of buildout-concepts. The amount of work done to provide details of renderings on this proiect is beyond the original scope and unusual at this stage per industry standards. Staff and the proiect team believe that all feasible options have been adequately studied and presented at this time. Staff welcomes hearing from anyone with a better idea of a feasible alternative that hasn't been studied as of yet, which would solve the Broadway grade crossing problem in a more effective and efficient manner, with fewer challenges and issues. 8. Areyou concerned about graffiti alonga large berm or elevated tracks? AGENDA ITEM NO: 10b STAFF REPORT To:Honorable Mayor and City Council Date: May 16,2016 From: Carol Augustine, Finance Director - (650) 558-7222 Subject:Adoption of a Resolution of the City Council of the City of Burlingame Approving the lssuance by the Burlingame Financing Authority of Not to Exceed $19,500,000 Aggregate Principal Amount of Water and Wastewater Revenue Refunding Bonds to Refund Burlingame Financing Authority Water and Wastewater Revenue Bonds Series 2007; Authorizing the Execution and Delivery of lnstallment Sale Agreements and a Bond Purchase Contract; Approving the Form of the Official Statement; and Authorizing Execution of Documents and the Taking of All Necessary Actions Relating to the Financing with the Burling ame Financinq Authority Staff recommends that the City Council adopt the Resolution approving all actions relating to refinancing the 2007 Water and Wastewater Revenue Bonds. On April 26, 2007, the City (via the Burlingame Financing Authority) issued $25."18 million of Water and Wastewater Revenue Bonds, Series 2007 ("2OO7 Bonds"). The 2007 Bonds financed various capital improvements to the City's Water System and Wastewater System. Pursuant to the 2007 Water lnstallment and Wastewater lnstallment Sale Agreements, the City makes debt service payments secured by revenues from the water and wastewater enterprise systems. The 2007 Bonds are currently outslanding in the amount of $19,525,000, with interest rates ranging from 4.0o/o to 5.0o/o. The remaining principal currently matures from 2017 to 2031. The 2OO7 Bonds can be prepaid beginning April 1,2Q17 at a call price of 100o/o (no prepayment penalty). DISCUSSION Municipal interest rates continue to be at historically low levels. The Federal Reserve supported the current low interest rate environment by continuing to use economic policies (e.9. "quantitative easing") to keep interest rates low through 2015. Despite an increase in short-term rates adopted in December 2015, slowing global growth trends and oil market volatility have supported a continued low interest rate environment. ln addition, investors remain drawn to the safety of municipal bonds. The higher level of investment in these instruments has put upward MEETING OATE: May 16,2016 RECOMMENDATION BACKGROUND 1 Water and Wastewater Revenue Refunding Boftts 2016 - Cily Council May 16, 2016 pressure on demand. Based on the existing favorable interest rate environment and potential for future volatility in the municipal market, it is prudent to place the City in position to refinance the 2007 Bonds for significant savings. Based on current interest rates, refinancing the 2007 Bonds can save the City about $1.9 million over the remaining life of the bonds (equal to approximately $126,000 of annual savings over the next 15 years). Put another way, the City will save $1,597,000 in today's dollars, which is equal to 8.17o/o of the refunded bond amount. Typically, municipal issuers set a minimum present value savings goal equal to 3% of the refunded bond amount to determine if a refinancing is worthwhile to pursue- The 2007 Bonds currently have an'AA+' rating from Standard & poor's. lt is expected that the upcoming 2016 Refunding Bonds will receive the same rating based on the strong credit characteristics of the city and its enterprise systems. This strong rating will enable the city's bonds to garner better interest rates from investors relative to other bonds that are curren y being sold in the municipal market. Depending on market conditions, the Bonds are scheduled to be sold in mid-June 2016 and are expected to close in early July 2016. The City will have the ability to modify this schedule based on the state of the municipal market and expected savings. The proceeds will be deposited in an escrow fund and invested in u.s. Treasury securities until the prepayment date. These proceeds will be sufficient to prepay the outstanding 2007 Bonds on April 1, 2017. Orrick, Herrington & Sutcliffe LLP will serve as Bond Counsel. Stifel Nicolaus will serve as underwriter for the bonds, which will be sold on a negotiated basis. public Financial Management (PFM) will serve as Financial Advisor for this transaction. Copies of the Resolutions, Water lnstallment Sale Agreement, Wastewater lnstallment Sale Agreement, Bond rrust Agreement, Escrow Agreement, preliminary official statement, and Bond Purchase Agreement are available for public inspection at the Office of the City Clerk. Electronic copies are also available for e-mail to Council members as well as interested members of the public by contacting the City Clerk. The blanks in the Preliminary Official Statement and Bond Purchase Agreement are intentional and will be filled in once the issuance moves forward and the bond sale is completed. FISCAL IMPACT The average interest rate on the new refunding bonds is estimated to be between 1.Oo/o and 2.75% (versus existing rates of 4.o0o/o - 5.00%), which will generate about $1.9 million of savings over the remaining life of the bonds (equal to about $126,000 of annual savings over the next 15 years). Put another way, the city will save $1,597,000 in today's dollars, which is equal to 8.17o/o ol the refunded bond amount. Typically, municipal issuers set a minimum present value savings goal equal to 3% of the refunded bond amount to determine if a refinancing is worthwhile to pursue. There is no increase in the repayment term of the bonds. The final maturity will remain 2031 2 Waaer and Waslewaler Revenue Refunding Boncls 2016 - Cily Council May 16, 2016 The total "all-in" cost of issuing the new refunding bonds is $350,000, or 1.750/o, which has already been factored into the savings statistics stated above. Exhibits: Resolution of the City Council of Burlingame Approving the lssuance by the Burlingame Financing Authority of Not to Exceed $19,500,000 Aggregate Principal Amount of Water and Wastewater Revenue Refunding Bonds to Refund Burlingame Financing Authorlty Water and Wastewater Revenue Bonds Series 2007; Authorizing the Execution and Delivery of lnstallment Sale Agreements, and a Bond Purchase Contract; Approving the Form of the Official Statement; and Authorizing Execution of Documents and the Taking of All Necessary Actions Relating to the Financing with the Burlingame Financing Authority lnstallment Sale Agreement (Water System) between the City of Burlingame and the Burlingame Financing Authority, Dated as of June 1 , 2016. lnstallment sale Agreement (wastewater system) between the city of Burlingame and the Burlingame Financing Authority, Dated as ofJune 1, 2016. Bond Purchase Agreement (Provided under Financing Authority ltem) Preliminary Official Statement (Provided under Financing Authority ltem) Continuing Disclosure Certificate (Provided under Financing Authority ltem) 3 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING THE ISSUANCE BY THE BTIRIINGAME FINANCING AUTHORITY OF NOT TO EXCEED $I9,5OO,OO() AGGREGATE PRINCIPAL AMOUNT OF WATER AND WASTEWATER REVENUE REFI.]NDING BONDS TO REFUND WATER AND WASTEWATER REVENUE BONDS, SERIES 2007; AUTHORIZING EXECUTION AND DELIVERY OF INSTALLMENT SALE AGREEMENTS AND A BOND PURCHASE CONTRACT; APPROVING FORM OF OFFICIAL STATEMENT; AND AUTIIORIZING EXECUTION OF DOCUMENTS AND THE TAKING OF ALL NECESSARY ACTIONS RELATING TO TTIE FINANCING WITII THE BURLINGAME FINANCING AUTIIORITY WIIEREAS, the Burlingame Financing Authority (the . Authority'') was duly created and established on May 15, 1995; and WIIEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Govemment Code of the state of Califomia (the "Marks-Roos Local Bond pooling Act of 1985"), the Authority is authorized to issue bonds for financing or refinancing public capital improvernents whenever there are significant public benefits to be realized; and WHEREAS, the City of Burlingame (the ..City'') desires to approve the Authority's issuance of not to exceed $19,500,000 aggregate principal amount of Burlingame Financing Authority water and wastewater Revenue Refunding Bonds, Series 2016 (the "Bonds") for the purpose of refunding the Authority's water and wastewater Revenue Bonds, Series 2007 (the "Prior Bonds"); and WHEREAS, in order to refund the prior Bonds, the City desires to enter into a 2016 Installment Sale Agreement (water System) and a 2016 lnstallment Sale Agreement (Wastewater System) (collectively, the "lnstallment Sale Agreements"); and WHERXAS, the Authority and City will enter into a Bond purchase Agreement (the "Bond Purchase Agreement") with Stifel, Nicolaus & Company, Incorporated. (the "Underwriter"); and WIIEREAS, there have been submitted and are on file with the City Clerk proposed forms of the Installment Sale Agreements, Bond purchase Agreement, an official statement with respect to the Bonds proposed to be issued by the Authority, and a Trust Agreement by and between the Authority and rhe Bank of New york Mellon Trust company, N.A. (the "Trust Agreement"); and WHEREAS, the issuance of the Bonds by the Authority and the execution and delivery of the Installment Sale Agreernents will result in significant public benefits through dernonstrable savings in the effective interest rates and bond issuance costs expected to be paid for the Bonds, and that it fi.rthers the public purpose to assist in such financing. NOW THEREFORE, the City Council of the City of Burlingame hereby finds, determines, declares and resolves as follows: OHSUSA:764986909.3 Section l. All of the recitals set forth above are true and correct, and the City Council so finds and determines. Section 2. The City Council hereby approves the issuance of the Bonds by the Authority, in an aggregate principal amount not to exceed $19,500,000, to refimd the Prior Bonds. The City Manager and Finance Director/Treasurer of the City are hereby directed to perform the duties, if any, imposed upon each of them by the provisions of the financing documents approved herein, including the Trust Agreement for the Bonds and the tnstallment Sale Agreements, and the Finance Director/Treasurer of the City is hereby authorized and directed to hold the funds and accounts created in said financing documents and directed or permitted to be held by the City. Section 3. The proposed form of 2016 Installment Sale Agreement (Water System) by and between the City and the Authority, on file with the City Clerk, is hereby approved. The City Manager and Finance Director/Treasurer, jointly and severally, are hereby authorized and directed, for and in the name and on behalf of the city, to execute and deliver an installment sale agreernent in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of said installment sale agreement shall end no later than April 1, 203 I and the interest rate or rates shall not exceed a true interest cost of four percent (4%) per annum. Section 4. The proposed form of 2016 Installment Sale Agreement (wastewater System) by and between the city and the Authority, on file with the city Clerk, is hereby approved. The City Manager and Finance Director/Treasurer, jointly and severally, are hereby authorized and directed, for and in the name and on behalfofthe city, to execute and deliver an installment sale agreernent in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term ofsaid installment sale agreement shall end no later than April 1, 2031 and the interest rate or rates shall not exceed a true interest cost of four percet (4o/o) per annum. Section 5. The proposed form of Bond purchase Agreement, by and among the Underwriter, the Authority and the city, on file with the city clerk, is hereby approved. The city Manager and the Finance Director/Treasurer, jointly and severally, or any such officer's designee, are each hereby authorized and directed, on behalfofthe City, to execute and deliver a bond purchase agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, the underwriting discount (not including original issue discount) shall not exceed one perc ent (lo/o) of the aggregate principal amount ofihe Bonds. Section 6. The proposed form of Official Statement relating to the Bonds (the "official statement"), on file with the city clerk, is hereby approved. The city Manager and the Finance Director/Treasurer, jointly and severally, are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver an Official Statement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Underwriter is hereby OHSUSA:7649E6909.3 Section 8. The officers and City Council members of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents and certificates which they dean necessary or advisable in order to consummate the execution and delivery of the documents mentioned herein and otherwise to effecnrate the purposes of this Resolution and the transactions contemplated hereby, including, but not limited to, obtaining municipal bond insurance for the Bonds. Section 9. All actions heretofore taken by the officers and agents of the city council with respect to the refunding of the Prior Bonds are hereby ratified, confirmed and approved. directed to distribute copies of the Official Statement to all actual purchasers of the Bonds. Distribution by the Underwriter of a preliminary Official Statement relating to the Bonds is hereby approved and the City Manager and Finance DirectorlTreasurer, jointly and severally, are hereby authorized and directed, to execute a certificate confirming that the preliminary Official Statement has been "deerned final" by the City for purposes of Securities and Exchange Commission Rule l5c2-12. Section 7. The City Manager and Finance Director/Treasurer, jointly and severally, are hereby authorized on behalf of the city to execute a continuing Disclosure certificate containing such covenants of the city as shall be necessary to comply with the requirements ofSecurities and Exchange Commission Rule l5c2-12. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of such continuing Disclosure Certifi cate. Section 10. This Resolution shall take effect from and after its adoption and approval. OHSUSA:764986909.3 3- I hereby certiff that the foregoing is a full, true and correct copy of a resolution duly passed and adopted by the City Council of the City of Burlingame at a regular meeting thereof held on the _ day of , 2016, by the following vote of the members thereof: AYES:COUNCILMEMBERS: NOES:COLNCILMEMBERS: ABSENT: COLD{CILMEMBERS: ATTEST: City Clerk OHSUSA:764986909.3 -4- CLERK'S CERTIFICATE I, Meaghan Hassel-Shearer, City Clerk of the City of Burlingame, do hereby ceftiry as follows: The foregoing resolution is a full, true and correct copy of a resolution duly adopted by a vote of a majority of the City Council of the City of Burlingame at a regular meeting of said Council duly and regularly and legally held at the Council Chambers, 501 Primrose Road, Burlingame, Califomia, on _, 2016, of which all of such members had due notice, as follows: AYES: NOES: ABSTAIN: ABSENT: An agenda of said meeting was posted at least 72 hours before said meeting at 501 Primrose Road, Burlingame, Califomia, a location fieely accessible to members of the public, and a brief description ofsaid resolution appeared on said agenda. I have cmefully compared the foregoing with the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes. Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. Dated:2016. OHSUSA:764986909.3 City Clerk of the City of Burlingame This 2016 INSTALLMENT SALE AGREEMENT (WATER SYSTEM) (the "2016 Installment Sale Agreernent"), dated as of June l,2016, by and between the CITY OF BURLINGAME, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Califomia (the "City''), and the BURLINGAME FINANCING AUTHORIry, a joint powers agency duly organized and existing under and by virtue of the laws of the State of California (the "Authority'); WITNESSETH: WHEREAS, the City has heretofore determined that the financing of the acquisition of certain additions, betterments, extensions and improvernents as hereinafter described (he *2007 Project") to its municipal water system were necessary and proper for City purposes and uses under the terms of applicable law and were for the common benefit of the City as a whole; and WHEREAS, the Authority heretofore determined to acquire and construct the 2007 Project for, and sell the 2007 Project to, the City; and WHEREAS, pursuant to the 2007 Installment Sale Agreement, dated as of March 1, 2007 (the "2007 Installment Sale Agreement"), by and between the City and the Authority, the City heretofore determined to make installment sale pa),rnents (the "2007 Installment Sale Payments") to the Authority for the purchase ofthe 2007 Project; and WHEREAS, the City has determined that it is in the best interests of the City and its residents to refund the City's obligation to make the 2007 Installment Sale Payments, and the Authority is willing to assist the City in effecting such refunding; and WHEREAS, in order to refinance the 2007 Project, the City has determined to sell the 2007 Project to the Authority and repurchase the 200'7 Project through the 2016 lnstallment Sale Agreement; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of the 2016 Installment Sale Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into the 2016 Installment Sale Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: OHSUSAi7649E6993.3 20I6 INSTALLMENT SALE AGREEMENT (WATERSYSTEM) ARTICLE I Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this section shall for all purposes hereof and ofany amendment hereof or supplement hereto and of any opinion or report or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any ofthe terms defined herein: Accountant's Report "Accountant's Report" means a report signed by an Independent Cedified Public Accountant Accreted Value "Accreted Value" means, with respect to any Capital Appreciation Bonds, as of the date ofcalculation, the initial amount thereofplus the interest accrued thereon to such date of calculation, compounded llom the date of initial delivery at the approximate interest rate thereof on each April 1 and October 1, as determined in accordance with the table of accreted values for any Capital Appreciation Bonds prepared by the City at the time ofsale thereof, assuming in any year that such Accreted Value increases in equal daily amounts on the basis of a year of three hundred sixty (360) days composed of twelve (12) months of thirty (30) days each. Authority "Authority'' means the Burlingame Financing Authority, a joint powers authority duly organized and existing under and by virtue of the laws of the State of Califomia and a Joint Exercise of Powers Agreement, dated May 15, 1995, between the Redevelopment Agency of the City of Burlingame and the City. Authority Bonds "Authority Bonds" means the Water and Wastewater Revenue Refunding Bonds, Series 2016, issued by the Authority under and pursuant to the Trust Agreement. Bonds "Bonds" means all revenue bonds of the City authorized, executed, issued and delivered by the City under and pursuant to applicable law, the interest and principal and redemption premium, if any, payments under and pursuant to which are payable fiom System Net Revenues on a parity with the payment of the 2016 Installment Payments. 2 OHSUSA:?64986993.3 DEFIT\ITIONS Business Dav "Business Day" means a day that is not a Saturday, Sunday or legal holiday on which balking institutions in the State of New York or Califomia are authorized to remain closed, or a day on which the Federal Reserve system is closed. "Capital Appreciation Bonds" means any Bonds described as such wherr issued. eily "City''means the City of Burlingame, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Califomia. Code "Code" means the Internal Revenue Code of 1986, as amended and the regulations issued thereunder. "Contracts" means all installment sale contracts, loan agreements, capitai leases or similar obligations of the City authorized and executed by the City under and pursuant to applicable law, the interest and principal and prepayment premium, if any, payments under and pursuant to which are payable from System Net Revenues on a parity with the payment of the 2016 lnstallment Payments, including, but not limited to, the 2011 Contract and the 2013 Contract. Debt Service "Debt Service" means, for any Fiscal Year, the sum of (l) the interest accruing during such Fiscal Year on all outstanding Bonds, assuming that all outstanding serial Bonds are retired as scheduled and that all outstanding term Bonds are redeemed or paid fiom sinking fund payments as scheduled (except to the extent that such interest is to be paid from the proceeds of sale of any Bonds), (2) that portion of the principal amount of all outstanding serial Bonds maturing on the next succeeding principal payment date that would have accrued during such Fiscal Year if such principal amount were deemed to accrue daily in equal amounts from the next preceding principal payment date or during the year preceding the first principal payment date, as the case may be, (3) that portion of the principal amount of all outstanding term Bonds required to be redeemed or paid on the next succeeding redemption date (together with the redemption premiums, if any, thereon) that would have accrued during such Fiscal Year if such principal amount (and redemption premiums) were deerned to accrue daily in equal amounts from the next preceding redemption date or during the year preceding the first redemption date, as the case may be, and (4) that portion of the Installment Payments required to be made at the times provided in the Contracts that would have accrued during such Fiscal Year if such Installment Payments were deemed to accrue daily in equal amounts from, in each case, the next preceding Installment Payment Date of interest or principal or the date of the pertinent Contract, OHSUSAi764986993.3 Capital Aporeciation Bonds Contracts 3 as the case may be; provided, that (a) if any of such Bonds are Capital Appreciation Bonds or if the Installment Payments due under any of such Contracts secue Capital Appreciation Bonds, then the Accreted Value payment shall be deemed a principal payment and interest that is compounded and paid as Accreted Value shall be deerned due on the scheduled redanption or payment date of such Capital Appreciation Bond; (b) if any of such Bonds or if the Installment Payments due under any such Contracts bear interest payable pursuant to a variable interest rate formula, the interest rate on such Bonds or such Contracts for periods when the actual interest rate cannot yet be determined, shall be assumed to be equal to the greater of (i) the actual rate on the date of calculation, or if such Bonds or Contracts are not yet outstanding, the initial rate (if then established and binding), (ii) if the Bonds or Contracts have been outstanding for at least twelve months, the average rate over the twelve months immediately preceding the date of calculation, and (iii)(l) if interest on such Bonds or Contracts is excludable fiom gross income under the applicable provisions of the Internal Revenue Code, the most recently published "Bond Buyer 25 Bond Revenue Index" (or comparable index if no longer published) or (2) if interest is not so excludable, the interest rate on direct U.S. Treasury obligations with comparable maturities plus fifty (50) basis points; (c) if any of such Bonds or Contracts is secured by an irrevocable letter ofcredit issued by a bank having a combined capital and surplus ofat least one hundred million dollars ($100,000,000), the principal payments or deposits with respect to such Bonds or Contracts nominally due in the last Fiscal Year in which such Bonds or Contracts mature may, at the option of the city, be treated as if they were due as specified in any loan agreement or reimbursement agreement issued in connection with such letter of credit or pursuant to the repayment provisions of such letter of credit and interest on such Bonds or Contracts after such Fiscal Year shall be assumed to be payable pursuant to the terms of such loan agreement or reimbursement agreement or repayment provisions and (d) if any of such Bonds or Contracts is not secured by a letter of credit as described in clause (c) of this definition and 20V;o or more of the original principal of such Bonds or the Installment Payments due under such Contracts is not due until the final stated maturity of such Bonds or the Installment Payments due under such contracts, such principal may, at the option of the city, be treated as if it were due based upon a level amortization of such principal over the term of such Bonds or Installment Payments or twenty-five (25) years, whichever is greater. Director of Finance "Director of Finance" means tle Director of Finance of the City or its successor designated by the City Council. Eneineer's Report "Engineer's Report" means a report signed by an Independent Engineer. Event of Default "Event of Default" means an event described in Section 6.01 . 4 OHSUSA:7649E6993.3 "Federal Securities" means United States of America Treasury bills, notes, bonds or certificates of indebtedness, or obligations for which the full faith and credit of the United States of America are pledged for the payment of interest and principal. Fiscal Year "Fiscal Year" means the period beginning on July I of each year and ending on the next succeeding June 30, or any other annual accounting period hereafter selected and desigrated by the City Council of the City as the Fiscal Year of the City. Generallv Acc ented Accountins Princioles "Generally Accepted Accounting Principles" means the uniform accounting and reporting procedures set forth in publications of the American Institute of Certified Public Accountants or its successor and the Govemmental Accounting Standards Board or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Financial Accounting Standards Board or its successor. Independent Certified Public Accountant "lndependent Certified Public Accountant" means any certified public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws ofthe State, appointed and paid by the City, and who, or each ofwhom: (A) is in fact independent according to the Statement of Auditing Standards No. I and not under the domination of the City; (B) does not have a substantial financial interest, direct or indirect, in the operations of the City; and (C) is not connected with the City as a councilmember, officer or employee of the City, but who may be regularly retained to audit the accounting records of and make reports thereon to the City. lndependent Eneineer "lndepandent Engineer" means any registered engineer or firm of registered engineers of national reputation generally recognized to be well qualified in engineering matters relating to water systems such as the system, appointed and paid by the city, and who oi each of whom -- (l) is in fact independent and not under the domination ofthe City; (2) does not have a substantial financial interest, direct or indirect, in the operations of the City; and OHSUSA:7649E6993.3 Federal Securities 5 Installment Payment Date: 2016 [nstallment Pa yment Date "lnstallment Payment Date" means any date on which Installment Payments are scheduled to be paid by the City under and pursuant to any Contract. '2016 Installment Payment Date" means any date on which 2016 Installment Payments are scheduled to be paid by the City under and pursuant hereto. Installment Pavments:201 6 lnstallment Payments "lnstallment Payments" means the installment sale, rental or other periodic payments scheduled to be paid by the City under and pusuant to the Contracts, including the 2016 lnstallment Payments. "2016 Installment Payments" means the Installment Payments scheduled to be paid by the City under and pursuant hereto. Insurance Consultant "lnsurance Consultanf ' means (a) the Risk Manager for the City or (b) any insurance consultant or firm of insurance consultants generally recognized to be well qualified in insurance consulting matters relating to water and other municipal systems, appointed and paid by the City, and who or each ofwhom -- (l ) is in fact independent and not under the domination ofthe City; (2) does not have a substantial financial interest, direct or indirect, in the operations ofthe City; and (3) is not cornected with the City as a councilmember, officer, or ernployee of the Citn but may be regularly retained to make reports to the City. Interest Payment Date 6 OHSUSA:764986993.3 (3) is not connected with the City as a councilmernber, officer or ernployee of the City, but may be regularly retained to make reports to the City. "lnterest Pa].rnent Date" means a date on which an interest installment of the 2016 Installment Payment is due and payable, being April 1 and october 1 of each year to which reference is made, commencing on October l, 2016. Maintenance and Operation Costs "Maintenance and Operation Costs" means the reasonable and necessary costs paid or incurred by the City for maintaining and operating the System, determined in accordance with Generally Accepted Accounting Principles, including all reasonable expenses of management and repair and other expenses necessary to maintain and preserve the System in good repair and working order, and including all administrative costs of the City that are charged directly or apportioned to the operation ofthe System, such as salaries and wages of employees, overhead, taxes (if any) and insurance prerniums, and including all other reasonable and necessary costs of the city or charges required to be paid by it to comply with the terms hereof or ofany resolution authorizing the issuance ofany Bonds or of such Bonds, or ofany resolution authorizing the execution of any Contract or of such Contract, such as compensation, reimbursement and indemnification of the trustee for any such Bonds or Contracts and fees and expenses of Independent Certified Public Accountants and lndependent Engineers, Insurance Consultants and the Director of Finance, but excluding in all cases depreciation, replacement and obsolescence charges or reserves therefor, amortization of intangibles and intergovemmental transfers by the City which are not reimbursements or payments for overhead or other administrative expenses incurred by the City. Maximum Annual Debt Service "Maximum Annual Debt Service" means the greatest total Debt Service payable in any Fiscal Year during the period commencing with the next ensuing Fiscal year and terminating with the Fiscal Year in which payments are due under the last outstanding Bonds or the last outstanding Contract, whichever is later. Ooinion of Counsel "opinion of counsel" means a written opinion of counser of recognized national standing in the field oflaw relating to municipal bonds, appointed by the City. Paritv Oblisations "Parity Obligations" means, collectively, Bonds and Contracts. Princi Office "Principal Office" means the corporate trust office of the Trustee located in San Francisco, Califomia or such other office or offices as the Trustee shall designate from time to time except that with respect to presentation of Authority Bonds for puym"nio. for registration of transfer and exchange such term shall mean the office or agency of the Trustee at ;hich, at any particular time, its corporate trust agency business shall be conducted. Pro ect Pro ect2 "Project" means any additions, betterments, extensions or improvements to the system desigrated by the city council of the city as a project, the design, acquisition or construction of which (together with the incidental costs and expenses related thereto) is to be financed by the proceeds of any Parity obligations. "2007 project" means the capital improvanents described in Exhibit A hereto and such additions, substitutions and deletions as shall be specified in a Certificate of the City stating that such additions, substitutions or deletions constitute part of the 2007 Project. Purchase Price "Purchase Price" means the principal amount plus the interest thereon owed by the City to the Authority under the conditions and terms hereof for the repayrnent of the costs of 7 OHSUSA:79986993.3 the design, acquisition and construction of the 2007 Project and the incidental costs and expenses related thereto paid by the Authority. Rate Stabilization Fund "Rate Stabilization Fund" means the fund by that name established pursuant to Section 3.02, if any. Subordinate Obli sations "subordinate Obligations" mean obligations of the City authorized and executed by the City under applicable law, the payments under and pursuant to which are payable fiom System Net Revenues, subject and subordinate to the payment of the 2016 Installment Payments and to the payment of Parity Obligations. Such obligations may be payable from any fund established for the purpose ofpalng debt service on such Subordinate Obligations. Svstem "System" means properties and assets, real and personal, tangible and intangible, of the City, now or hereafter existing used or pertaining to the purchase, generation, transmission, distribution and sale of water, including all additions, extensions, expansions, improvernents and betterments thereto and equippings thereo( together with any other properties or assets hereafter determined by the City Council of the City to be part of the System. System Gross Revenues "system Gross Revenues" means all gross income and revenue received by the City from the ownership and operation of the System, determined in accordance with Generally Accepted Accounting Principles, including, without limiting the generality of the foregoing. (a) all income, rents, rates, fees, connection fees, charges or other moneys derived from the services, facilities and commodities sold, fumished or supplied through the facilities of the Systan, (b) the eamings on and income derived from the investment ofsuch income, rents, rates, fees, charges or other moneys (including all investment eamings credited by the Trustee to the Revenue Fund), (c) the proceeds derived by the city directly or indirectly from the sale, lease or other disposition of a part of the System as permitted in the 2016 lnstallment Sale Agreement, and (d) any transfers from (but excluding transfers to) a rate stabilization fund for the System, including the Rate Stabilization Ftnd; provided, hov'ever, that the term "system Gross Revenues" shall not include customers' deposits or any other deposits subject to refund until such deposits have become the property of the City' System N Revenues "system Net Revenues" means for any period of computation, the amount of the System Gross Revenues during such period less the amount of Maintenance and Operation Costs during such period. 8 OHSUSA:764986993.3 System Revenue Fund "System Revenue Fund" means the fund by that name established pursuant to Section 3.02. Treasurer of the Authori tv "Treasurer of the Authority''means the Treasurer ofthe Authority or its successor designated by the Authority. Trust Aqreement "Trust Agreement" means that certain Trust Agreement dated as of June l, 2016, by and between The Bank of New York Mellon Trust Company, N.A., as Trustee, and the Authority, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. Trustee "Trustee" means The Bank of New York Mellon Trust Company, N.A. at its Principal Offrce, acting in its capacity as trustee under and pursuant to the Trust Agreement, and its successors and assigns as provided in the Trust Agreement. 2007 Con "2007 Contract" means the lnstallment Sale Agreement (Water System) by and between the City and the Authority, dated as of March 1, 2007, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. 2011c ontract "201I Contract" means the Installment Sale Agreanent (Water System) by and between the City and the Authority, dated as of Novernber 1, 201 1, as originally executed and as it may fiom time to time be amended or supplemented in accordance with its terms. "2016 Installment Sale Agreanent" means this installment sale agreement by and between the City and the Authority, dated as of June l,2016, as originally executed and as it may from time to time be amended or supplanented in accordance herewith and with the terms of the Trust Agreernent. I OHSUSA:799E6993.3 201 3 Contract "2013 Contract" means the Installment Sale Agreement (Water System) by and between the City and the Authority, dated as of May 1,2013, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. 2016 Installment Sale Aereement Water Service "Water Service" means the municipal water service furnished, made available or provided by the System. ARTICLE II PURCHASE OF THE 2007 PROJECT; TERMINATION OF 2007 CONTRACT Section 2.01. Purposes. The purposes of this 2016 Installment Sale Agreement are to provide for the refunding of the unpaid lnstallment Sale Payments under the 2007 Contract, together with interest accrued thereon. To effect such purposes, the Authority shall issue Authority Bonds to be sold and the proceeds of the sale thereof to be deposited and applied in accordance with the Trust Agreement. Section 2.02. Transfer of 2007 Pro iect In consideration of the deposit of the proceeds of the sale of the Bonds pursuant to Section 3.01 of the Trust Agreanent and the application of such moneys pursuant thereto, the City hereby sells, assigns, and transfers to the Authority, and the Authority hereby purchases from the City, all of the City's right, title and interest in the 2007 Project. Section 2.03.Purchase of 2007 Pro ect b v the In consideration of theCitv obligation of the City to pay the Purchase Price as provided in Section 3.01 hereof, the Authority hereby sells, assigns and transfers to the City, and the City hereby purchases from the Authority, all ofthe Authority's right, title and interest in the 2007 Project. Section 2.04. Termination of the 20 07 Contract The Authority and the City hereby acknowledge that the 2007 Contract has terminated pursuant to the provisions of Article VII thereof. ARTICLE III 2016 INSTALLMENT PAYMENTS Section 3.01. Purchase Price. (a) The Purchase Price to be paid by the City to the Authority hereunder is the sum of the principal amount of the City's obligation hereunder plus the interest to accrue on the unpaid balance of such principal amount from the date hereof over the term hereof, subject to prepayment as provided in Section 3.03. O) The principal amount of the Purchase Price to be paid by the City to the Authority hereunder is dollars ($ ). (c) The interest to accrue on the unpaid balance ofsuch principal amount shall be paid by the City as and shall constitute interest paid on the principal amount of the City's Purchase Price obligation hereunder. l0 OHSUSAi7649E699l.3 (d) Interest on the unpaid balance of the principat amount of the Purchase 2016, on the principal component of each 2016Price shall accrue, from Installment Payment at the following rates: Principal Installment Interest Rate (per annum) Section 3.02.Pavment of 2016 Payments. The Ci ty shall, subject to prepayment as provided in Section 3.03, pay the Authority the Purchase Price, without offset or deduction ofany kind, by palng the principal installments of the 2016 Installment Payments due annually on April l, together with interest installments of the 2016 Installment Payments, which interest installments shall be paid semiannually on each April I and October 1, commencing October 1, 2016. OHSUSA:764986991.1 ll Pavment Date Interest Amount The obligation of the City to pay the Purchase Price by paying the 2016 Installment Payments is, subject to Section 8.01, absolute and unconditional, and until such time as the 2016 Installment Payments shall have been paid in full (or provision for the payment thereof shall have been made pursuant to Section 7.01), the City will not discontinue or suspend any 2016 Installment Payments required to be paid by it under this section when due, whether or not the System or any part thereof is operating or operable, or its use is suspended, interfered with, reduced, curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party to any agreement for any cause whatsoever. ln order to carry out and effectuate the obligation of the City contained herein to pay the Purchase Price by paying the 2016 Installment Payments, the City agrees and covenants that all Systern Gross Revenues received by it shall be deposited when and as received in trust in the City of Burlingame Water System Revenue Fund (also known as the City of Burlingame Water Fund), which fund is hereby continued and is hereby pledged and a security interest is granted therein and which fund the City agrees and covenants to maintain so long as any 2016 Installment Payments remain unpaid, and all money on deposit in the System Revenue Fund shall be applied and used only as provided herein. The City shall pay all Maintenance and Operation Costs (including amounts reasonably required to be set aside in contingency reserves for Maintenance and Operation Costs the payment of which is not then immediately required) from the Systern Revenue Fund as they become due and payable, and all remaining money on deposit in the System Revenue Fund shall be set aside and deposited by the City at the following times in the following order of priority: (a)Transfers to Trustee. Revenue Fund Deposits. On or before the fourth Business Da y before each date on which a 2016 Installment Payment becomes due and payable under this 2016 Installment Sale Agreanent, the City shall, from the money in the System Revenue Fund, transfer to the Trustee for deposit in the Revenue Fund established pursuant to the Trust Agreement a sum equal to the 2016 lnstallment Payments becoming due and payable under this 2016lnstallment Sale Agreement on such due date, except that no such deposit need be made to the extent the Trustee then holds money for such purpose in the Revenue Fund available to pay the 2016 Installment Payment becoming due and payable under this 2016 tnstallment Sale Agreement on such date. The City shall also, from such remaining moneys in the System Revenue Fund, pay to the party entitled thereto or transfer or cause to be transferred to any applicable debt service or other payment fund or account for any Parity Obligations, without preference or priority between transfers made pursuant to this sentence and the preceding sentence, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, on the dates specified in the proceedings relating to such Parity Obligations, the sum or sums required to be paid or deposited in such debt service or other payment fund or account with respect to principal, premium, if any, and interest on Parity Obligations in accordance with the terms of such Parity Obligations. After making the foregoing deposits and transfers hereinabove required to be made, or, if sooner, at such time as amounts ronaining on deposit in the System Revenue Fund shall be t2 OHSUSA:76.1986993.3 sufficient to make the remaining transfers hereinabove required to be made in such Fiscal Year with respect to 2016 Installment Payments and Parity Obligations, the City shall apply any remaining money in the Systern Revenue Fund for any lawful purpose of the City. The City shall distribute Systan Net Revenues available for outstanding 2016 Installment Payments and debt service on all outstanding Parity Obligations on a pro rata basis without regard to whether each such Parity Obligations has a funded debt service reserve or a surety bond or other similar funding instrument. (b)Rate Stabilization Fund Deposit. The City may maintain and hold a separate fund to be known as the "Rate Stabilization Fund." From time to time the City may deposit in the Rate Stabilization Fund, ifany, from such remaining System Gross Revenues such amounts as the City shall determine, provided that deposits for each Fiscal Year may be made until (but not after) one hundred fifty ( 1 50) days following the end of such Fiscal Year. The City may withdraw amounts from the Rate Stabilization Fund, if any, only for inclusion in System Gross Revenues for any Fiscal Year, such withdrawals to be made until (but not after) one hundred fifty (150) days after the end of such Fiscal Year. All interest or other eamings upon deposits in the Rate Stabilization Fund shall be withdrawn therefiom and accounted for as System Gross Revenues. Section 3.03.PreDavment of 2016 Installment Payrnents.(a) The City may prepay from any source of available funds as a whole or in part on any date, on or after April l, all or any part of the principal amount of the unpaid 2016 tnstallment Payment becoming due and payable on or after April 1, , in such order ofprepayment as the City may determine upon written direction to the Authority and the Trustee (or, if the City fails to designate the order of prepayment, in inverse order of lnstallment Payment Date and by lot within an Installment Payment Date), at a prepayment price equal to the sum of the principal amount prepaid, plus accrued interest to the date of prepayment, without premium' (b) Before making any prepayment pursuant to this section, the City shall give written notice to the Authority and the Trustee describing such event and specifoing the date on which the prepayment will be paid and the order thereof, which date shall be not less than thirty (30) days nor more than sixty (60) days from the date such notice is given; provided, that notwithstanding any such prepayment, the City shall not be relieved of its obligations hereunder, including specifically its obligations under this article, until the Purchase Price shall have been fully paid (or provision for payment thereof shall have been made pursuant to Article VII). Section 3.04. Pl tem Net Revenues. All S ystem Net Revenues are hereby irrevocably pledged to the payment of the 2016 Installment Payments; provided, that out of the System Net Revenues there may be apportioned such sums for such purposes as are permitted by this article. This pledge shall constitute a lien on the System Net Revenues for the payment of the 2016 Installment Payments and Parity Obligations. OHSUSA:76{986993.3 l3 PARITY OBLIGATIONS Section 4.01. Conditions for the Execution o f Pariw Oblisations. The Citv shall not incur any obligation, the payment of which is payable from and secured by a lien and charge on the Systan Net Revenues prior to the lien and charge on System Net Revenues securing the 2016 Installment Payments under this 2016 lnstallment Sale Agreement. The City may at any time execute and deliver any Parity Obligation, the payment of which is payable from and secured by a lien and charge on the Systan Net Revenues on a parity with the lien and charge on System Net Revenues securing the 2016 Installment Pa)rynents due under this 2016 Installment Sale Agreernent, provided: (a) Either - (1) as evidenced by a Certificate of the City, during any twelve (12) consecutive calendar months out of the immediately preceding eighteen (18) calendar month period, the System Net Revenues were at least equal to one hundred twenty percent (120%) of the Maximum Annual Debt Service for all Outstanding 2016 Installment Payments and all Outstanding Parity Obligations plus the Parity Obligation proposed to be executed; or (2) as evidenced by a Certificate ofthe City, the projected System Net Revenues during the first Fiscal Year in which Debt Service on the Parity Obligation is payable (other than from Authority Bond proceeds), is at least equal to one hundred twenty percent (120%) of the Maximum Annual Debt Service for all Outstanding 2016 Installment Payments and all Outstanding Parity Obligations plus the Parity Obligation proposed to be executed; (b) The proceeds of such Parity Obligation proposed to be executed shall be used solely to finance or refinance (including reimbursement to the City of amounts advanced for such costs) one or more additions, betterments or improvements to the System as desigrated by the City and to pay any incidental costs and expenses related thereto, including the costs of issuance, execution or delivery ofsuch proposed Parity Obligation; (c) There shall have been delivered to the City an Opinion of Counsel substantially to the effect that (l)the City has the right and power under applicable law to execute and deliver the Parity obligation, and the Parity obligation has been duly and lawfully executed and delivered by the City, is in full force and effect and is a valid and binding special obligation of the City, and (2) such Parity Obligation has been duly and validly authorized and issued in accordance herewith' (d) If required by the terms of such Parity Obligation, a separate reserve has been established for such Parity Obligation and provision has been made to fund such reserve; and (e) The City is not in default under this 2016 Installment Sale Agreement. OHSUSA:764986993.3 l4 ARTICLE IV Notwithstanding the foregoing provisions, neither clause (a) nor clause (b) above shall limit the ability of the City to execute any Parity Obligations at any time to refund any Outstanding 2016 Installment Payments or Outstanding Parity Obligations if the annual Debt Service for each Fiscal Year during which such Parity Obligation is Outstanding will not be increased by reason of the issuance ofsuch Parity Obligation. Section4.02. Subordinate Oblieations.The City may incur Subordinate Obligations without meeting any of the tests set forth in Section 4.01. ARTICLE V COVENANTS OF THE CITY Section 5.01. Compliance with 2016 Installment Sale AFtreement and Trust A€reement. The City will punctually pay the 2016 Installment Payments in strict conformity with the terms hereof, and will faithfully observe and perform all the agreernents, conditions, covenants and terms contained herein required to be observed and performed by it, and will not terminate the 2016 Installment Sale Agreement for any cause including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the 2007 Project or the Systern, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of California or any political subdivision of either or any failure of the Authority to observe or perfbrm any agreement, condition, covenant or term contained herein required to be observed and performed by it, whether express or implied, or any duty, liability or obligation arising out of or connected herewith or the insolvency, or deerned insolvency, or bankruptcy or liquidation of the Authority or any force majeure, including Acts of God, tempest, storm, earthquake, war, rebellion, riot, civil disorder, acts of public enemies, blockade or embargo, strikes, industrial disputes, lockouts, lack of transportation facilities, fire, explosion, or acts or regulations of governmental authorities. The City will faithfully observe and perform all the agreements, conditions, covenants and terms contained in the Trust Agreement required to be observed and performed by it, and it is expressly understood and agreed by and among the parties to the 2016 Installment Sale Agreement and the Trust Agreement that each of the agreernents, conditions, covenants and terms contained in each such agreement is an essential and material term of the obligation of the City to repay the costs of the acquisition and construction of the 2007 Project and the costs and expenses incidental thereto paid by the Authority pursuant to, and in accordance with, and as authorized under law and the 2016 Installment Sale Agreement. Section 5.02. Use of Proceeds o f Authoritv Bonds.The Authority and the City agree that the proceeds of the Authority Bonds will be used by the Authority to refinance the 2007 Project and to pay the incidental costs and expenses related thereto as provided herein and in the Trust Agreernent. Section 5.03. Against Encumbrances.The City rvill pay or cause to be paid when due all sums of money that may become due or purporting to be due for any labor, services, materials, supplies or equipment fumished, or alleged to have been fumished, to or for OHSUSA:764986993.3 t5 the City in, upon, about or relating to the Systern and will keep the System free of any and all liens against any portion of the System. In the event any such lien attaches to or is filed against any portion of the System, the City will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that if the City desires to contest any such lien it may do so. If any such lien shall be reduced to final judgment and such judgment or any process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and such stay thereafter expires, the City will forthwith pay or cause to be paid and discharged such judgrnent. The City will, to the maximum extent permitted by law, indemni! and hold the Authority and the Trustee harmless from, and defend each of them against, any claim, demand, loss, damage, liability or expense (including attomeys' fees) as a result of any such lien or claim of lien against any portion of the System. Section 5.04.Aeainst Sale or Other Dis no sition of ProDertv . The City will not sell, lease or otherwise dispose ofthe Systern or any part thereof essential to the proper operation of the System or to the maintenance of the System Net Revenues, and will not enter into any agreement or lease which would impair the operation of the System or any part thereof necessary to secure adequate Systan Net Revenues for the payment of the 2016 Installment Payments, or which would otherwise impair the rights of the Authority with respect to the System Net Revenues or the operation of the System; provided, that any real or personal property which has become nonoperative or which is not needed for the efficient and proper operation of the System, or any material or equipment which has become worn out, may be sold if such sale will not reduce the Systan Net Revenues below the requirements to be maintained under Section 5.13. Section 5.05. Tax Covenants. (a) The City will not directly or indirectly use or permil the use ofany proceeds ofthe obligation provided herein or any other funds of the City or take or omit to take any action that would cause such obligation to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or a "federally-guaranteed obligation" within the meaning of Section 149(b) of the Code or a "private activity bond" as described in Section 141 of the Code. To that end, as long as any 2016 Installment Payments are unpaid, the City will comply with all requirements of such sections of the Code to the extent applicable to the obligations provided herein. In the event that at any time the City is of the opinion that for purposes of this Section it is necessary to restrict or to limit the yield on the investment of any moneys held by the City under this 2016 Installment Sale Agreanent or by the Trustee under the Trust Agreement, the City shall so instnrct the Trustee in writing and the Trustee, as appropriate, shall act in accordance with such instructions. The City and the Authority covenant that they will at all times do and perform all acts necessary or desirable in order to assume that the interest on the Authority Bonds will not be included in gross income of the registered owners thereof for federal income tax purposes and will take no action that would result in such interest being so included. (b) Notwithstanding any provision of this section or of Article VIII, if the City receives an opinion of Bond Counsel that any specified action required under this section is no longer required or that some further or different action is required to maintain the exclusion from OHSUSA:764986993.3 l6 gross income for federal income tax purposes on the Authority Bonds, the City may conclusively rely on such opinion in complfng with the requirements of this section, and the covenants hereunder shall be deemed to be modified to that extent. Section 5.06. Maintenance and Operation of the S vstem:Bud The City willsets maintain and preserve the System in good repair and working order at all times and will operate the System in an efficient and economical manner and will pay all Maintenance and Operation Costs as they become due and payable. Not later than Septernber I of each year, the City will adopt and, if requested, make available to the Authority and the Trustee, a budget approved by the City Council of the City setting forth the estimated Maintenance and Operation Costs and the estimated payments for Parity Obligations for the then current Fiscal Year; provided, that any such budget may be amended at any time during any Fiscal Year and, if requested, such amended budget shall be made available to the Authority and the Trustee. Section 5.07. Comoliance with Contracts.The City will comply with, keep, observe and perform all agreements, conditions, covenants and terms, express or implied, required to be performed by it contained in all contracts for the use of the System and all other contracts affecting or involving the System to the extent that the City is a party thereto. Section 5.08. Pavment of Claims. The City will pay and discharge any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien on the System Net Revenues or any part thereof prior or superior to the obligation to make the 2016 Installment Payments as provided herein or which might impair the security of the 2016 Installment Payments. Section 5.09. Insurance. The City will procure and maintain such insurance relating to the System which it shall deern advisable or necessary to protect its interests and the interests of the Authority and the Trustee, which insurance shall afford protection in such amounts and against such risks as are usually covered in corutection with municipal water systems similar to the System; provided, that any such insurance may be maintained under a self- insurance program so long as such self-insurance is maintained in the amounts and manner usually maintained in connection with municipal water systems similar to the System and is, in the opinion of an Insurance Consultant, financially sound. All policies of insurance required to be maintained herein shall provide that the Authority and the Trustee shall be given thirty (30) days' written notice of any intended cancellation thereof or reduction of coverage provided thereby. Section 5.10. Account ing Records and Financial Statements. (a) The City will keep appropriate accounting records in which complete and correct entries shall be made of al1 transactions relating to the System, which records shall be available for inspection by the Authority and the Trustee at reasonable hours and under reasonable conditions. (b) The City will prepare and file with the Authority and the Trustee annually within one hundred eighty (180) days after the close of each Fiscal Year (commencing with the OHSUSA:7649t6993.3 17 Fiscal Year ending June 30, 2016) financial statements of the City for the preceding Fiscal Year prepared in accordance with generally accepted accounting principles, together with an Accountant's Report thereon. Section 5.11. Protection of Security and Rieh ts of the Authoritv and the Trustee. The City will preserve and protect the security hereof and the rights of the Authority and the Trustee to the 2016 Installment Payments hereunder and will warrant and defend such rights against all claims and demands ofall persons. Section 5.12. Payment of Taxes and Compliance with Govemmental Rezulations. The Ci ty will pay and discharge all taxes, assessments and other govemmental charges which may hereafter be lawfully imposed upon the System or any part thereof when the same shall become due. The City will duly observe and conform with all valid regulations and requirements of any governmental authority relative to the operation of the System or any part thereof, but the City shall not be required to comply with any regulations or requirements so long as the validity or application thereof shall be contested in good faith. Section 5.13. Amount of Rates. Fees and Charees. The City will at all times fix, prescribe and collect rates and charges for the Water Service during each Fiscal Yem which will be at least sufficient to feld: (a) System Net Revenues for such Fiscal Year at least equal to one hundred twenty percent (120%) of Debt Service for such Fiscal Year and (b) System Net Revenues, excluding connection fees and transfers from the Rate Stabilization Fund, equal to one hundred percent (100%) of Debt Service for such Fiscal Year. The City may make adjustments from time to time in such fees and charges and may make such classification thereof as it deerns necessary, but shall not reduce the rates and charges then in effect unless the System Net Revenues fiom such reduced rates and charges will at all times be sufftcient to meet the requirernents of this Section. Section 5.14. Collection of Rates F ees and Charses.The City will have in effect at all times rules and regulations requiring each consumer or customer located on any premises connected with the System to pay the rates, fees and charges applicable to the Water Service to such premises and providing for the billing thereof and for a due date and a delinquency date for each bill. The City will not permit any part of the Systern or any facility thereof to be used or taken advantage of free of charge by any corporation, firm or person, or by any public agency (including the United States of America, the State of Califomia and any city, county, district, political subdivision, public corporation or agency ofany thereof); provided, that the City may without charge use the Water Service. Section 5.15. Further Assuran ces . The City will adopt, deliver, execute and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Authority ofthe rights and benefits provided to it herein. Section 5.16. Continuine Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of its obligations under the Continuing Disclosure Certificate to be delivered by the City in connection with the execution and delivery of the Authority Bonds. Notwithstanding any other provision hereof, failure of the City to comply with OHSUSA:764986993.3 l8 the Continuing Disclosure Certificate shall not be considered an Event of Default hereunder; provided, however, that any beneficial owner of Authority Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations in this section and the Continuing Disclosure Certificate. ARTICLE VI EVENTS OF DEFAULT AND REMEDIES Section 6.01. Events of Default and Acceleration of Principal. If one or more of the following Events of Default shall happen, that is to say - (3) if default shall be made by the City in the performance of any of the agreements or covenants contained in any Parity Obligation required to be performed by it, other than as set forth in (a) above, and such default shall have continued after any notice and grace period provided by such Parity Obligation; or (4) if the City shall file a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if a court of competent jurisdiction shall approve a petition filed with or without the consent of the City seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or ifunder the provisions ofany other law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part ofits property; then and in each and every such case during the continuance of such Event of Default specified in clause (l) or (4) above, the Trustee shall, and for any other such Event of Default the Trustee may, by notice in writing to the City, declare the entire principal amount of the unpaid 2016 Installment Payments and the accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anlhing contained herein to the contrary notwithstanding. This Section is subject to the condition, however, that if at any time after the entire amount of the unpaid principal amount of the 2016 Installment Payments and the accrued interest thereon shall have been so declared due and payable and before any judgrnent or decree for the payment of the money due shall have been obtained or entered, the City shall deposit with the Trustee a sum sufficient to pay the unpaid amount of the 2016 Installment Payments due otherwise than as a result of such declaration and l9 (1) ifdefault shall be made in the due and punctual payment of any 2016 Installment Payment or of any Parity Obligation when and as the same shall become due and payable; (2) if default shall be made by the City in the performance of any of the other agreements or covenants contained herein required to be performed by it, and such default shall have continued for a period of sixty (60) days after the City shall have been given notice in writing ofsuch default by the Authority or the Trustee; or OHSUSA:764986991.3 in the applicable debt service fund(s) the unpaid principal amount of any payments due under any Parity Obligation referred to in clause (1) above due and payable prior to such declaration and the accrued interest thereon, with interest on such overdue installments at the rate or rates applicable to such unpaid 2016 lnstallment Payments if paid in accordance with their terms and on the Parity Obligations in accordance with their terms, and the City shall have paid the reasonable expenses of the Authority, the Trustee and any fiduciaries for Parity Obligations resulting from such declaration, and any and all other defaults known to the Trustee (other than in the payment of the entire amount of the unpaid 2016 Installment Payments due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then and in every such case the Trustee, by written notice to the City, may rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. Section 6.02. A lication of S tem Net Revenues and R ta F Uoon Acceleration. All System Net Revenues and all moneys on deposit in the Rate Stabilization Fund upon the date of the declaration of acceleration by the Trustee as provided in Section 6.01 and all Systern Net Revenues thereafter received shall be applied in the following order -- First, to the payment of the fees, costs and expenses of the Trustee, if any, in carrying out the provisions of this article, including reasonable compensation to its agents, accountants and counsel and including any indemnification expenses; and Second, to the payment of the interest on the 2016 Installment Payments and interest then due and payable on the entire principal amount of the unpaid Parity Obligations, and the unpaid principal components of the 2016 Installment Payments and the principal amount of the Parity Obligations which has become due and payable, whether on the original due date or upon acceleration, with interest on the overdue principal amount of the 2016 Installment Payments at the rate or rates applicable to such 2016 Installment Payments and the principal and interest amounts of the unpaid Parity Obligations at the rate or rates of interest then applicable to such Parity Obligations, and, if the amount available shall not be sufficient to pay in full all the amounts due with respect to the 2016 Installment Payments and the Parity Obligations, together with such interest on the 2016 Installment Pa).rnents and interest on Parity Obligations, then to the payment thereof ratably, according to the principal and interest due, without any discrimination or preference. Section 6.03. Other Remedies. The Trustee shall have the right - (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the City or any councilmernber, officer or employee thereof, and to compel the City or any such councilmember, officer or employee to perform and carry out its or his duties under law and the agreements and covenants required to be performed by it or him contained herein; oHSUSA:764986993.3 20 (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Authority or the Trustee; or (c) by suit in equity upon the happening of an Event of Default to require the City and its councilmernbers, officers and ernployees to account as the trustee ofan express trust. Section 6,04. Non-Waiver. Nothing in this article or in any other provision hereof shall affect or impair the obligation of the City, which is absolute and unconditional, to pay the 2016 Installment Payments from the System Net Revenues to the Trustee at the respective due dates or upon prepayment, or shall affect or impair the right ofthe Trustee, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract ernbodied herein. A waiver of any default or breach of duty or contract by the Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this article may be enforced and exercised from time to time and as often as shall be deerned expedient by the Trustee. If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned or determined adversely to the Trustee, the Authority and the city and the Trustee shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. Section 6.05. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other ronedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by law. ARTICLE VII DISCHARGE OF OBLIGATIONS Section 7.0I. Discharee of Obligations. (a) If the City shall pay or cause to be paid all the 2016 Installment pa),ments at the times and in the manner provided herein, the right, title and interest of the Authority herein and the obligations of the city hereunder shall thereupon cease, terminate, become void and be completely discharged and satisfi ed. (b) Any unpaid principal installment of the 2016 Installment Payments shall on its payment date or date of prepayment be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if the City makes pal,rnent of such OHSUSA:7&966993.3 2l 2016 Installment Payments and the prepayment premium, if applicable, in the manner provided herein. (c) All or any portion of unpaid principal installments of the 2016 lnstallment Payments shall, prior to their payment dates or dates of prepayment, be deaned to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if (i) notice is provided by the Authority to the Trustee as required by the Trust Agreement, (ii) there shall have been deposited with the Trustee either money in an amount which shall be sufficient, or Govemment Securities (as that term is defined in the Trust Agreement), the interest on and principal of which when paid will provide money which, together with money, if any, deposited with the Trustee, shall be sufficient to pay when due the principal installments of such 2016 Installment Pa).rnents or such portions thereof on and prior to their payment dates or their dates of prepayment, as the case may be, and the prepayment premiums, if any, applicable thereto, and (iii) an opinion of nationally recognized bond counsel is filed with the Trustee to the effect that the action taken pursuant to this subsection will not cause the interest on the Authority Bonds to be includable in gross income under the Code for federal income tax purposes. (d) After the payment of all 2016 lnstallment Pa),rnents and prepayment premiums, if any, as provided in this section, and payment of all fees and expenses of the Trustee, the Trustee, upon request of the City, shall cause an accounting for such period or periods as may be requested by the city to be prepared and filed with the City and the Authority and shall execute and deliver to the city and the Authority al1 such instruments as may be necessary or desirable to evidence such total discharge and satisfaction of the 2016 Installment Sale Agreements, and the Trustee shall pay over and deliver to the City, as an overpayment of 2016 lnstallment Payments, all such money or investments held by it pursuant hereto other than such money and such investments as are required for the payment or prepayment of the 2016 Installment Payments, which money and investments shall continue to be held by the Trustee in trust for the pal,rnent of the 2016 lnstallment Pa)ments and shall be applied by the Trustee pursuant to the Trust Agreement. ARTICLE \IIII NTISCELLANEOUS Section 8.01. Liabilitv of Citv Limited to Svs tem Net Revenues Notwithstanding anything contained herein, the city shall not be required to advance any moneys derived from any source of income other than the System Net Revenues for the payment of the 2016 Installment Payments or for the performance of any agreanents or covenants required to be performed by it contained herein. The City may, however, advance moneys for any such purpose so long as such moneys are derived from a source legally available for such purpose and may be legally used by the City for such purpose. The obligation of the City to make the 2016 Installment pa)ments is a special obligation of the City payable solely from the Systern Net Revenues as provided herein, and does not constitute a debt of the City or of the State of Califomia or of any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction. OHSUSA:764986993.3 22 Section 8.02. Benefits of 2016 Installment Sale Agreernent Limited to Parties Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the City or the Trustee any right, remedy or claim under or pursuant hereto, and any agreement or covenant required herein to be performed by or on behalfofthe Authority, the City or the Trustee shall be for the sole and exclusive benefit ofthe other parties. Section 8.03. Successor Is Deemed Included in all Re or. Whenever either the Authority or the City or the Trustee is named or referred to herein, such reference shall be deerned to include the successor to the powers, duties and functions that are presently vested in the Authority or the City or the Trustee, and all agreements and covenants required hereby to be performed by or on behalfofthe Authority or the City or the Trustee shall bind and inure to the benefit of the respective successors thereofwhether so expressed or not. Section 8.04. Waiver of Personal Liabilitv No councilmember, officer or ernployee of the City shall be individually or personally liable for the payment of the 2016 lnstallment Payments, but nothing contained herein shall relieve any councilmember, officer or employee of the City from the performance of any oflicial duty provided by any applicable provisions of law or hereby. Section 8.05. Article and Section Headinss. Gender and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience ofreference and shall not affect the meaning, construction or effect hereo{ and words of any gender shall be deerned and construed to include all genders. All references herein to "Articles," "Sections," "Exhibits" and other subdivisions or clauses are to the corresponding articles, sections, exhibits, subdivisions or clauses hereof; and the words "hereby," "herein," "hereof," "hereto," "herewith" and other words of similar import refer to the 2016 lnstallment Sale Agreernent as a whole and not to any particular article, section, exhibit, subdivision or clause hereof. Section 8.06. P lnvalidi . If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the Authority or the City shall be contrary to law, then such agreernent or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof. The Authority and the City hereby declare that they would have executed the 2016 Installment Sale Agreanent, and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof irrespective ofthe fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. Section 8.07. Assiqrrment. The 2016 Installment Sale Agreement and any rights hereunder shall be assigrred by the Authority to the Trustee as provided in the Trust Agreement; to which assigrrment the City hereby expressly acknowledges and consents. The City acknowledges having read the Trust Agreement, approves the Trust Agreement and agrees to perform all duties imposed on it by the Trust Agreement. Insofar as any section of the Trust Agreement imposes duties and responsibilities on the City, it is specifically incorporated herein by reference. To the extent that this 2016 Installment Sale Agreement confers upon or gives or OHSUSA:7649E6993 3 23 grants the Trustee any right, ranedy or claim under or by reason of this 2016 Installment Sale Agreernent, the Trustee is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right, remedy or claim confened, given or granted hereunder. Section 8.08. Net Contract. The 2016 Installment Sale Agreernent shall be deemed and construed to be a net contract, and the City shall pay absolutely net during the term hereof the 2016 Installment Payments and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off whatsoever. Section 8.09. Califomia Law. The 2016 Installment Sale Agreernent shall be construed and govemed in accordance with the laws ofthe State of California. Section 8.10. Indemnification. The City shall, to the full extent then permitted by law, indemnifu, protect, save and keep harmless the Authority and its directors, officers and employees and the Trustee and its directors, officers and ernployees from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of the cause thereof, and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest arising out ofor as the result of the entering into of the 2016 lnstallment Sale Agreement, the Trustee's acceptance or administration of the trust of the Trust Agreanent, or the exercise or performance of any of its powers or duties thereunder or under any of the documents relating to the Bonds to which it is a party, the acquisition, construction, installation and use of the 2007 Project and each portion thereof or any accident in connection with the operation, use, condition or possession of the 2007 Project or any portion thereof resulting in damage to property or injury to or death to any pfison including, without limitation, any claim alleging latent and other defects, whether or not discoverable by the city or the Authority; any claim for patent, trademark or copyright infringement; and any claim arising out of strict liability in tort. The indemnification arising under this section shall continue in full force and effect notwithstanding the full payment of all obligations hereunder or the termination hereof for any reason. The city agrees not to withhold or abate any portion of the payments required pursuant hereto by reason of any defects, malfunctions, breakdowns or infirmities of the 2007 project. The city and the Authority mutually agree to promptly give notice to each other ofany claim or liability hereby indernnified against following either's learning thereof. Section 8.11. Funds. Any fund required to be established and maintained herein by the Director of Finance may be established and maintained in the accounting records of the Director of Finance either as an account or a fund, and may, for the purpose of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to any such fund shall at all times be maintained in accordance with sound accounting practice and with due regard for the protection of the security of the Authority Bonds and the rights ofthe owners of the Authority Bonds. Section 8.12. Notices. All wriften notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely: OHSUSA:764986993.3 24 Section 8.13. Effective Date. The 2016 lnstallment Sale Agreement shall become effective upon its execution and delivery, and shall terminate when the Purchase Price shall have been fully paid (or provision for the payment thereof shall have been made pursuant to Article VII). Section 8.14. Execution in Countemarts. The 2016 Installment Sale Agreement may be executed in several counterparts, each of which shall be deerned an original, and all of which shall constitute but one and the same instrument. If to the City: If to the Authority: City of Burlingame 501 Primrose Road Burlingame, CA 94010-3997 Attention: FinanceDirector Burlingame Financing Authority c/o City of Burlingame-Dept. of Finance 501 Primrose Road Burlingame, CA 94010-3997 Attention: Executive Director OHSUSA:7649E6991.3 25 IN WITNESS WHEREOF, the parties hereto have executed the 2016 Installment Sale Agreement by their offrcers thereunto duly authorized as ofthe day and year first written above. CITY OF BURLINGAME By Finance Director/Treasurer BURLINGAME FINANCING AUTHORITY By Executive Director OHSUSAi7649E699l.3 26 EXHIBIT A THE 2OO7 PROJECT The 2007 Project consists of the capital improvanents funded with the Bulingame Financing Authority Water and Wastewater Revenue Bonds, Series 2007. OHSUSA:76.1986993.3 A-1 DRAFT 4t15/2016 20 I 6 INSTALLMENT SALE AGREEMENT (WATER SYSTEM) by and between the CITY OF BURLINGAME, as Purchaser AND THE BURLINGAME FINANCING AUTHORITY, as Seller for the CITY OF BURIINGAME WATER SYSTEM PROJECTS Dated as of June l,2016 TABLE OF CONTENTS Section 2.02. Section 2.03. Section 5.04. Against Sale or Other Disposition of Property Section 5.05. Tax Covenants Section 5.06. Maintenance and Operation of the System; Budgets Section5.07. CompliancewithContracts......... Section 5.08. Payment of Claims.......... Section 5.09. Insurance Section 5.10. Accounting Records and Financial Statements Section 5.11. Protection of Security and Rights ofthe Authority and the Trustee....--..... Section 5.12. Payment of Taxes and Compliance with Govemmental Regulations Page ARTICLE I DEFINITIONS Sectionl.01. Definitions........ ARTICLE II PURCHASE OF THE 2007 PROJECT; TERMINATION OF 2007 ') 2 CONTRACT Section 2.01. Purposes Transfer of 2007 Project ................... Purchase of2007 Project by the City Section2.04. Terminationofthe2007Contract.............-........... ARTICLE III 2016 INSTALLMENT PAYMENTS Section 3.01. Purchase Pnce Section 3.02. Payment of 2016 [nstallment Payments........... Section 3.03. Prepayment of 2016 Installment Payments............. Section 3.04. Pledge ofSystem Net Revenues ARTICLE IV PARITY OBLIGATIONS Section 4.01. Conditions for the Execution of Parity Obligations........................... Section4.02. SubordinateObligations............. ARTICLEV COVENANTSOFTHECIry Section 5.01. Compliance with 2016 Installment Sale Agreement and Trust Agreement........ Section 5.02.Use of Proceeds of Authority Bonds .......... Section 5.03. Against Encumbrances................ .... 10 l0 l0 l0 l0 l1 l1 12 l3 14 14 14 l5 l5 l5 l6 ..... l6 l6 l6 t7 t7 17 ... l8 l8 l8 l8 -i- TABLE OF CONTENTS (continued) Section 5.13. Amount ofRates, Fees and Charges Section 5.14. Collection of Rates, Fees and Charges Section5.16. ContinuingDisclosure ARTICLE VI EVENTS OF DEFAULT AND REMEDIES Section 6.01. Events of Default and Acceleration ofPrincipal Section 6.02. Application ofSystem Net Revenues and Rate Stabilization Fund Upon Acceleration Section 8.02. Section 8.03. Section 8.04. Section 8.05. Section 8.07. Assignment . Section 8.08. Net Contract Section5.15. FurtherAssurances..................... l8 19 l9 l9 19 19 20 2t 2t 2l ,') 22 23 23 Section 6.03. Other Rernedies Section 6.04. Non-Waiver...... Section6.05. RemediesNotExclusive.......... ARTICLEVII DISCHARGEOFOBLIGATIONS..................... Section 7.01. Discharge of Obligations ARTICLEVIII MISCELLANEOUS Section 8.01. Liability of City Limited to Systern Net Revenues............................ Benefits of 2016 Installment Sale Agreement Limited to Parties......23 Successor Is Deerned Included in all References to Predecessor...... 23 Waiver of Personal Liability...... ..............................23 Article and Section Headings, Gender and References.....................23 Section 8.09. Califomia Law 24 24 24 24 24 25 25 25 25 Section8.l0. Indemnification Section 8.12. Notices Section 8.13. Effective Date Section 8.14. Execution in Counterparts. Section 8.06. Partial Invalidity EXHIBIT A THE 2OO7 PROJECT -11- A-1 Page 2016 INSTALLMENT SALE AGREEMENT (WASTEWATER SYSTEM) This 2016 INSTALLMENT SALE AGREEMENT (WASTEWATER SYSTEM) (the "2016 Installment Sale Agreernent"), dated as of June 1,2016, by and between the CIry OF BURLINGAME, a municipal corporation duly organized and existing under and by virnre of the laws of the State of Califomia (the "CiV), and the BURLINGAME FINANCING AUTHORITY, a joint powers agency duly organized and existing under and by virtue of the laws of the State of Califomia (the 'Authority'); WITNESSETH: WHEREAS, the City has heretofore determined that the financing of the acquisition of certain additions, betterments, extensions and improvements as hereinafter described (the,'2007 Project") to its municipal wastewater system were necessary and proper for City purposes and uses under the terms of applicable law and were for the common benefit ofthe City as a whole; and WHEREAS, the Authority heretofore determined to acquire and construct the 2007 Project for, and sell the 2007 Project to, the City; and WHEREAS, pursuant to the 2007 Installment Sale Agreernent, dated as of March l, 2007 (the ..2007 Installment Sale Agreement"), by and between the city and the Authority, the city heretofore determined to make installment sale payments (the "2007 lnstallment Sale Payments") to the Authority for the purchase of the 2007 Project; and WHEREAS, the City has determined that it is in the best interests of the City and its residents to refund the City's obligation to make the 2007 Installment Sale Payments, and the Authority is willing to assist the City in effecting such refunding; and WHEREAS, in order to refinance the 2007 Project, the City has determined to sell the 2007 Project to the Authority and repurchase the 2007 Project through the 2016 Installment Sale Agreement; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of the 2016 Installment Sale Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into the 2016 Installment Sale Agleement; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND TOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: OHSUSA:7998?020.3 ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this section shall for all purposes hereof and ofany amendment hereof or supplanent hereto and of any opinion or report or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein: Accountant's Reoort "Accountant's Report" means a report signed by an Independent Certified Public Accountant. Accreted Value "Accreted Value" means, with respect to any Capital Appreciation Bonds, as of the date ofcalculation, the initial amount thereofplus the interest accrued thereon to such date of calculation, compounded fiom the date of initial delivery at the approximate interest rate thereof on each April I and October l, as determined in accordance with the table of accreted values for any Capital Appreciation Bonds prepared by the City at the time ofsale thereof, assuming in any year ttrat such Accreted Value increases in equal daily amounts on the basis of a year of three hundred sixty (360) days composed of twelve ( 12) months ofthirty (30) days each' Authority *Authority, means the Burlingame Financing Authority, a joint powers authority duly organized and existing under and by virtue of the laws of the State of Califomia and a Joint Exircisi ofPowers Agreernent, dated May 15, 1995, between the Redevelopment Agency of the City of Burlingame and the CitY' Authori Bonds ..Authority Bonds" means the water and wastewater Revenue Refunding Bonds, Series 2016, issued by the Authority under and pursuant to the Trust Agreement' Bonds "Bonds" means all revenue bonds of the City authorized, executed, issued and delivered by the city under and pursuant to applicable law, the interest and principal and redernption pronium, if any, payments under and pursuant to which are payable from System Net Revenues on a parity with the payment of the 2016 Installment Payments. 2 OHSUSA:764987020.3 "Contracts" means all installment sale contracts, loan agreernents, capital leases or similar obligations of the City authorized and executed by the City under and pursuant to applicable law, the interest and principal and prepayment prernium, if any, payments under and pursuant to which are payable from system Net Revenues on a parity with the payment of the )016 lnstallment Payments, including, but not limited to, the 2011 contract and the 2013 Contract. De Service "Debt Service" means, for any Fiscal Year, the sum of (l) the interest accruing during such Fiscal Year on all outstanding Bonds, assuming that all outstanding serial Bonds are retirei as scheduled and that all outstanding term Bonds are redeemed or paid from sinking fund payments as scheduled (except to the extent that such interest is to be paid fiom the proceeds of saie of any Bonds), (2) that portion of the principal amount of all outstanding serial Bonds maturing on the next succeeding principal payment date that would have accrued during such Fiscal Yiar if such principal amount were deemed to accrue daily in equal amounts from the next preceding principal payment date or during the year preceding the first principal payment date, as the casi may be, (3) that portion of the principal amount of all outstanding term Bonds required to be redeemed or paid on the next succeeding redanption date (together with the redemption premiums, if any, thereon) that would have accrued during such Fiscal Year if such principal amount (and redemption premiums) were deemed to accrue daily in equal amounts ho* itt" next preceding redemption date or during the year preceding the first redemption date, as the case may be, and (4) that portion of the Installment Payments required to be made at the times provided in the contracts that would have accrued during such Fiscal Year if such Installment Payments were deemed to accrue daily in equal amounts from, in each case, the next preceding tnstallment Payment Date ofinterest or principal or the date of the pertinent Contract, J OHSUSA:764987020.3 Business Dav "Business Day''means a day that is not a Saturday, Sunday or legal holiday on which banking institutions in the State of New York or Califomia are authorized to remain closed, or a day on which the Federal Reserve system is closed. Capital Appreciation Bonds "Capital Appreciation Bonds" means any Bonds described as such when issued. eiry "City''means the City of Burlingame, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Califomia. Code "Code" means the Intemal Revenue Code of 1986, as amended, and the regulations issued thereunder. Contracts as the case may be; provided, that (a) if any of such Bonds are Capital Appreciation Bonds or if the Installment Payments due under any of such Contracts secure Capital Appreciation Bonds, then the Accreted Value payment shall be deerned a principal payment and interest that is compounded and paid as Accreted Value shall be deerned due on the scheduled redernption or payment date of such Capital Appreciation Bond; (b) if any of such Bonds or if the Installment Payments due under any such Contracts bear interest payable pursuant to a variable interest rate formula, the interest rate on such Bonds or such Contracts for periods when the actual interest rate cannot yet be determined, shall be assumed to be equal to the greater of (i) the actual rate on the date of calculation, or if such Bonds or Contracts are not yet outstanding, the initial rate (if then established and binding), (ii) if the Bonds or Contracts have been outstanding for at least twelve months, the average rate over the twelve months immediately preceding the date of calculation, and (iii)(l) if interest on such Bonds or Contracts is excludable from gross income under the applicable provisions ofthe lnternal Revenue Code, the most recently published "Bond Buyer 25 Bond Revenue Index" (or comparable index if no longer published) or (2) if interest is noi so excludable, the interest rate on direct U.S. Treasury obligations with comparable maturities plus fifty (50) basis points; (c) if any of such Bonds or contracts is secured by an irrevocable letter of credit issued by a bank having a combined capital and surplus ofat least one hundred million dollars ($100,000,000), the principal payments or deposits with respect to such Bonds or Contracts nominally due in the last Fiscal Year in which such Bonds or Contracts mature may, at the option of the city, be treated as if they were due as specified in any loan agreement or reimbursement agreement issued in connection with such letter of credit or piysuant to the repayment provisions of such letter of credit and interest on such Bonds or ^Contracts after suCh Fiscal Year shall be assumed to be payable pursuant to the terms of such loan agreement or reimbunernent agreement or repayment provisions and (d) if any of such Bonds or Contracts is not secured by a letter of credit as described in clause (c) of this definition and 200/o or more of the original principal of such Bonds or the Installment Payments due under such Contracts is not due until the final stated maturity of such Bonds or the lnstallment Payments due under such Contracts, such principal may, at the option of the City, be treated as if it were due based upon a level amortization of such principal over the term of such Bonds or Installment Payments or fwenty-five (25) years, whichever is greater' Director of Finance ..Director of Finance" means the Director of Finance of the city or its successor designated by the City Council. Engi neer's Report "Engineer's Report" means a report signed by an Independent Engineer Event of Default "Event of Default" means an event described in Section 6.01. 1 OHSUSA:764987020.1 Federal Securities "Federal Securities" means United States of America Treasury bills, notes, bonds or certificates of indebtedness, or obligations for which the full faith and credit of the United States of America are pledged for the payment of interest and principal. Fiscal Year "Fiscal Year" means the period beginning on July I of each year and ending on the next succeeding June 30, or any other annual accounting period hereafter selected and designated by the City Council ofthe City as the Fiscal Year ofthe City' Generallv Acceoted Acco untins Princioles "Generally Accepted Accounting Principles" means the uniform accounting and reporting procedures set forth in publications of the American lnstitute of Certified Public Accountants or its successor and the Govemmental Accounting Standards Board or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Financial Accounting Standards Board or its successor. Ind C ertified Public Acco untant "Independent Certified Public Accountant" means any certified public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State, appointed and paid by the City, and who, or each of whom: (A) is in fact independent according to the Statement of Auditing Standards No. I and not under the domination of the City; (B) does not have a substantial financial interest, direct or indirect, in the operations of the City; and (c) is not connected with the city as a councilmember, oflicer or ernployee of the City, but who may be regulmly retained to audit the accounting records of and make reports thereon to the City. Indeoendent Ensineer "Independent Engineer" means any registered engineer or firm of registered engineers of national reputation generally recogr.ized to be well qualified in engineering matters relating to wastewater systems such as the system, appointed and paid by the city, and who or each of whom - (1) is in fact independent and not under the domination ofthe City; (2) does not have a substantial financial interest, direct or indirect, in the operations ofthe City; and 5 OHSUSA:7649E7020.3 (3) is not connected with the City as a councilmember, officer or ernployee of the City, but may be regularly retained to make reports to the City. Installment Pa wnen Date: 2016 Installment P ent Datet "lnstallment Payment Date" means any date on which Installment Payments are scheduled to be paid by the City under and pursuant to any Contract. "2016 lnstallment Payment Date" means any date on which 20l6Installment Payments are scheduled to be paid by the City under and pursuant hereto. Instal'lment Pa yments: 2016 Installment Pavments "Installment Payments" mears the installment sale, rental or other periodic payments scheduled to be paid by the City under and pursuant to the Contracts, including the 2016 Installment Payments. "2016 Installment Payments" means the Installment Payments scheduled to be paid by the City under and pursuant hereto. Insurance Consultant "Insumnce Consultant" means (a) the Risk Manager for the City or (b) any insurance consultant or firm of insurance consultants ganerally recognized to be well qualified in insurance consulting matters relating to wastewater and other municipal systerns, appointed and paid by the City, and who or each of whom -- (1) is in fact independent and not under the domination ofthe City; (2') does not have a substantial financial interest, direct or indirect, in the operations ofthe City; and (3) is not connected with the City as a councilmember, officer, or ernployee of the City, but may be regularly retained to make reports to the City. Interes t Pavment Date .,Interest Payment Date" means a date on which an interest installment of the 2016 lnstallment Payment is due and payable, being April 1 and october 1 of each yeal to which reference is made, commencing on October 1, 2016. M and Operation Costs "Maintenance and Operation Costs" means the reasonable and necessary costs paid or incurred by the City for maintaining and operating the System, determined in accordance with Generally Accepted Accounting Principles, including all reasonable expenses of management and repair and other expenses necessary to maintain and preserve the System in good iepair and working order, and including all administrative costs of the City that are charged directlyor apportioned to the operation of the System, such as salaries and wages of ernployees' overhead, taxes (if any) and insurance premiums, and including all other reasonable and necessary costs of the City or charges required to be paid by it to comply with the terms hereof 6 OHSUSA:764987020.3 or ofany resolution authorizing the issuance ofany Bonds or ofsuch Bonds, or ofany resolution authorizing the execution of any Contract or of such Contract, such as compensation, reimbursement and indemnification of the trustee for any such Bonds or Contracts and fees and expenses of lndependent Certified Public Accountants and Independent Engineers, Insurance Consultants and the Director of Finance, but excluding in all cases depreciation, replacement and obsolescence charges or reserves therefor, amortization of intangibles and intergovemmental transfers by the City which are not reimbursernents or payments for overhead or other administrative expenses incurred by the City. Maximum Aln Debt Service "Maximum Annual Debt Service" means the greatest total Debt Service payable in any Fiscal Year during the period commencing with the next ensuing Fiscal Year and terminating with the Fiscal Year in which payments are due under the last outstanding Bonds or the last outstanding Contract, whichever is later. Opinion of Counsel "Opinion of Counsel" means a written opinion of counsel of recogrrized national standing in the field oflaw relating to municipal bonds, appointed by the City. Parity Oblieations "Parity Obligations" means, collectively, Bonds and Contmcts. Principal Office "Principal Office" means the corporate trust o{fice of the Trustee located in San Francisco, Califomia or such other offrce or offices as the Trustee shall desigrrate from time to time, except that with respect to presentation of Authority Bonds for payment or for registration of transfer and exchange such term shall mean the offtce or agency of the Trustee at which, at any particular time, its corporate trust agency business shall be conducted. Proiect. 2007 Proiect "Project" means any additions, betterments, extensions or improvements to the System designated by the City Council of the City as a Project, the design, acquisition or construction of which (together with the incidental costs and expenses related thereto) is to be financed by the proceeds of any Parity Obligations. "2007 Project" means the capital improvernents described in Exhibit A hereto and such additions, substitutions and deletions as shall be specified in a Certificate ofthe City stating that such additions, substitutions or deletions constitute part of the 2007 Project. Purchase Price "Purchase Price" means the principal amount plus the interest thereon owed by the City to the Authority under the conditions and terms hereof for the repayment of the costs of 7 OHSUSAi764987020.3 the design, acquisition and constnrction ofthe 2007 Project and the incidental costs and expenses related thereto paid by the Authority. Rate Stabilization Fund "Rate Stabilization Fund" means the fund by that name established pursuant to Section 3.02, if any. Subordinate Oblieations "subordinate Obligations" mean obligations of the City authorized and executed by the City under applicable law, the payments under and pursuant to which are payable from System Net Revanues, subject and subordinate to the payment of the 2016 Installment Payments and to the payment of Parity Obligations. Such obligations may be payable from any fund established for the purpose ofpaying debt service on such Subordinate Obligations. System "System" means properties and assets, real and personal, tangible and intangible' of the City, now or hereafter existing, used or pertaining to the collection, treatment or disposal of sewage and waste, including all additions, extensions, expansions, improvements and betterments thereto and equippings thereof, together with any other properties or assets hereafter determined by the City Council of the City to be part of the System. Syst em Gross Revenues "system Gross Revenues" means all gross income and revenue received by the City from the ownership and operation of the System, determined in accordance with Generally Aciepted Accounting Principles, including, without limiting the generality of the foregoing, (a) ali income, rents, rates, fees, cormection fees, charges or other moneys derived from the services, facilities and commodities sold, fumished or supplied through the facilities of the System, (b) the eamings on and hcome derived from the investment of such income, rents, rates, fees, charges or other moneys (including all investment eamings credited by the Trustee to the Revenue Fund), (c) the proceeds derived by the city directly or indirectly from the sale, lease or other disposition of a part of the Systan as permitted in the 2016 Installment Sale Agreement, and (d) any transfers from (but excluding transfers to) a rate stabilization fund for the System, including the Rate Stabilization F]und; provided, however, that the term "System Gross Revenuei" shall not include customers' deposits or any other deposits subject to refund until such deposits have become the property ofthe City. Svstem Net Revenues "system Net Revenues" means for any period of computation, the amount of the System Gross Revenues during such period less the amount of Maintenance and Operation Costs during such period. 8 oHStJSA:76,{987020.3 S R enue Fund "System Revenue Fund" means the fund by that name established pursuant to Section 3.02. Treasurer of the Authority "Treasurer of the Authority''means the Treasurer of the Authority or its successor desipated by the Authority. Trust ent "Trust Agreement" means that certain Trust Agreernent dated as of June l, 2016, by and between The Bank of New York Mellon Trust Company, N.A., as Trustee, and the Authority, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. 2007 tract "2007 Contract" means the Installment Sale Agreernent (Wastewater System) by and between the city and the Authority, dated as of M arch 1,2007, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. 201 I Contract "2011 Contract" means the Installment Sale Agreement (Wastewater System) by and between the city and the Authority, dated as of November l, 2011, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. 201 3 Con "2013 Contract" means the lnstallment Sale Agreernent (Wastewater System) by and between the city and the Authority, dated as of May l, 2013, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. 2016 Installm ent Sale Arreement "2016 Installment Sale Agreement" means this installment sale agreement by and between the City and the Authority, dated as of June l, 2016, as originally executed and as it may from time to time be amended or supplemented in accordance herewith and with the terms of the Trust Agreement. 9 Trustee "Trustee" means The Bank of New York Mellon Trust Company, N.A. at its Principal Office, acting in its capacity as trustee under and pursuant to the Trust Agreernent, and its successors and assigrs as provided in the Trust Agreernent. OHSUSA:764987020.3 Wastewater Service "Wastewater Service" means the municipal wastewater service fumished, made available or provided by the Systan. ARTICLE II PURCHASE OF THE 2007 PROJECT; TERMINATION OF 2007 CONTRACT Section 2.01. Pumoses. The purposes of this 2016 Installment Sale Agreement are to provide for the refunding of the unpaid Installment Sale Payments under the 2007 Contract, together with interest accrued thereon. To effect such purposes, the Authority shall issue Authority Bonds to be sold and the proceeds ofthe sale thereof to be deposited and applied in accordance with the Trust Agreement. Section 2.02. Transfer of 2007 Proiect ln consideration of the deposit of the proceeds of the sale of the Bonds pursuant to Section 3.01 of the Trust Agreement and the application of such moneys punuant thereto, the City hereby sells, assigns, and transfers to the Authority, and the Authority hereby purchases from the City, all of the City's right, title and interest in the 2007 Project. Section 2.03.e of 2007 ect the Cit . In consideration of the obligation of the City to pay the Purchase Price as provided in Section 3.01 hereof, the Authority hereby sells, assigns and transfers to the City, and the City hereby purchases from the Authority, all ofthe Authority's right, title and interest in the 2007 Project. Section 2.04. Termination of the 2007 Contract.The Authority and the City hereby acknowledge that the 2007 Contract has terminated pursuant to the provisions of Article VII thereof. ARTICLE III 20T6 INSTALLMENT PAYMENTS (a) The Purchase Price to be paid by the City to the Authority hereunder is the sum of the principal amount of the City's obligation hereunder plus the interest to accrue on the unpaid balance of such principal amount from the date hereof over the term hereof, subject to prepayment as provided in Section 3.03. (b) The principal amount of the Purchase Price to be paid by the City to the Authority hereunder is dollars (s (c) The interest to accrue on the unpaid balance ofsuch principal amount shall be paid by the City as and shall constitute interest paid on the principal amount of the City's Purchase Price obligation hereunder. OHSUSA:764987020.3 l0 Section 3.01. Purchase Price. (d) Interest on the unpaid balance of the principal amount of the Purchase Price shall accrue, from , 2016, on the principal component of each 2016 Installment Payment at the following rates: Principal Installment Interest Rate (oer annum)Interest AmountPavment Date Section 3.02,Pavment of 2016 Pavments. The City shall, subject to prepayment as provided in Section 3.03, pay the Authority the Purchase Price, without offset or deduction ofany kind, by palng the principal installments of the 2016 Installment Payments due annually on April l, together with interest installments of the 2016 Installment Payments, which interest installments shall be paid semiannually on each April 1 and October l, commencing October 1, 2016. OHSUSA:764987020.1 1l The obligation of the City to pay the Purchase Price by palng the 2016 Installment Payments is, subject to Section 8.01, absolute and unconditional, and until such time as the 2016 Installment Payments shall have been paid in full (or provision for the payment thereof shall have been made pursuant to Section 7.01), the City will not discontinue or suspend any 2016 lnstallment Payments required to be paid by it under this section when due, whether or not the System or any part thereof is operating or operable, or its use is suspended, interfered with, reduced, curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the perforrnance or nonperformance by any party to any agreement for any cause whatsoever. In order to carry out and effectuate the obligation of the City contained herein to pay the Purchase Price by paying the 2016 Installment Payments, the City agrees and covenants that all System Gross Revenues received by it shall be deposited when and as received in trust in the City of Burlingame Wastewater Syston Revenue Fund (also known as the City of Burlingame wastewater Fund), which fund is hereby continued and is hereby pledged and a security interest is granted therein and which fund the City agpees and covenants to maintain so long as any 2016 Installment Payments remain unpaid, and all money on deposit in the System Revenue Fund shall be applied and used only as provided herein. The City shall pay all Maintenance and Operation Costs (including amounts reasonably required to be set aside in contingency reserves for Maintenance and Operation Costs the payment of which is not then immediately required) from the System Revenue Fund as they become due and payable, and all rernaining money on deposit in the System Revenue Fund shall be set aside and deposited by the City at the following times in the following order of priority: (a)Transfers to Trustee. Revenue Fund Deposits. On or before the fourth Business Da y before each date on which a 2016 Installment Payment becomes due and payable under this 2016 Installment Sale Ageement, the City shall, from the money in the Systern Revenue Fund, transfer to the Trustee for deposit in the Revenue Fund established purcuant to the Trust Agreement a sum equal to the 2016 Installment Payments becoming due and payable under this 2016lnstallment Sale Agreement on such due date, except that no such deposit need be made to the extent the Trustee then holds money for such purpose in the Revenue Fund available to pay the 2016 Installment Payment becoming due and payable under this 2016 Installment Sale Agreement on such date. The City shall also, from such remaining moneys in the System Revenue Fund, pay to the party entitled thereto or transfer or cause to be transferred to any applicable debt service or other payment fund or account for any Parity Obligations, without preference or priority between transferc made pursuant to this sentence and the preceding sentence, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, on the dates specified in the proceedings relating to such Parity Obligations, the sum or sums required to be paid or deposited in such debt service or other payment fund or account with respect to principal, premium, if any, and interest on Parity Obligations in accordance with the terms of such Parity Obligations. After making the foregoing deposits and transfers hereinabove required to be made, or, if sooner, at such time as amounts remaining on deposit in the System Revenue Fund shall be OHSUSA:79987020.3 12 sufficient to make the remaining transfers hereinabove required to be made in such Fiscal Year with respect to 2016 lnstallment Payments and Parity Obligations, the City shall apply any remaining money in the System Revenue Fund for any lawful purpose of the City. The City shall distribute System Net Revenues available for outstanding 2016 Installment Payments and debt service on all outstanding Parity Obligations on a pro rata basis without regard to whether each such Parity Obligations has a funded debt service reserve or a surety bond or other similar funding instrument. (b)Rate Stabilization Fund Deposit. The Ci ty may maintain and hold a separate fund to be known as the "Rate Stabilization Fund." From time to time the City may deposit in the Rate Stabilization Fund fiom such rernaining System Gross Revenues such amounts as the City shall determine, provided that deposits for each Fiscal Year may be made until (but not after) one hundred fifty ( 150) days following the end of such Fiscal Year. The City may withdraw amounts from the Rate Stabilization Fund only for inclusion in System Gross Revenues for any Fiscal Year, such withdrawals to be made until (but not after) one hundred fifty (150) days after the end of such Fiscal Year. All interest or other eamings upon deposits in the Rate Stabilization Fund shall be withdrawn therefrom and accounted for as Systan Gross Revenues. Section 3.03.PreDavment of 2016 lnstall ment Pawnents . (a) The City may prepay from any source of available funds as a whole or in part on any date, on or after April 1, , all or any part of the principal amount of the unpaid 2016 lnstallment Payment becoming due and payable on or after April l, _, in such order of prepayment as the City may determine upon written direction to the Authority and the Trustee (or, if the City fails to designate the order of prepayment, in inverse order of Installment Payment Date and by lot within an Installment Payment Date), at a prepayment price equal to the sum of the principal amount prepaid, plus accrued interest to the date of prepayment, without prernium. O) Before making any prepayment pursuant to this section, the City shall give written notice to the Authority and the Trustee describing such event and specifuing the date on which the prepayment will be paid and the order thereof, which date shall be not less than forty- thirty (30) days nor more than sixty (60) days from the date such notice is given; provided, that notwithstanding any such prepayment, the City shall not be relieved of its obligations hereunder, including specifically its obligations under this article, until the Purchase Price shall have been fully paid (or provision for payment thereof shall have been made pursuant to Article VID' Sectio n 3.04. Pledse of Svstem Net Revenues. All S ystem Net Revenues are hereby irrevocably pledged to the payment of the 2016 Installment Payments; provided, that out of the System Net Revenues there may be apportioned such sums for such purposes as are permitted by this article. This pledge shall constitute a lien on the System Net Revenues for the payment of the 2016 Installment Payments and Parity Obligations. OHSUSA:7 987020.3 l3 ARTICLE IV PARITY OBLIGATIONS Section 4.01. Conditions for the Execution of Paritv Oblieations. TheCi ty shall not incur any obligation, the payment of which is payable from and secured by a lien and charge on the System Net Revenues prior to the lien and charge on Systern Net Revenues securing the 2016 Installment Payments under this 2016 lnstallment Sale Agreanent. The City may at any time execute and deliver any Parity Obligation, the payment of which is payable from and secured by a lien and charge on the System Net Revenues on a parity with the lien and charge on Systern Net Revenues securing the 2016 Installment Payments due under this 2016 Installment Sale Agreement, provided: (a) Either - (l) as evidenced by a Certificate of the City, during any twelve (12) consecutive calendar months out of the immediately preceding eighteen (18) calendar month period, the System Net Revenues were at least equal to one hundred twenty percent (120%) of the Maximum Annual Debt Service for all Outstanding 2016 Installment Payments and all Outstanding Parity Obligations plus the Parity Obligation proposed to be executed; or (2) as evidenced by a Certificate ofthe City, the projected System Net Revenues during the first Fiscal Year in which Debt Service on the Parity Obligation is payable (other than fiom Authority Bond proceeds), is at least equal to one hundred twenty percent (120%) of the Maximum Annual Debt Service for all Outstanding 2016 Installment Payments and all Outstanding Parity Obligations plus the Pmity Obligation proposed to be executed; (b) The proceeds of such Parity Obligation proposed to be executed shall be used solely to finance or refinance (including reimbursement to the City of amounts advanced for such costs) one or more additions, betterments or improvements to the System as designated by the City and to pay any incidental costs and expenses related thereto, including the costs of issuance, execution or delivery ofsuch proposed Parity Obligation; (c) There shall have been delivered to the City an Opinion of Counsel substantially to the effect that (l)the City has the right and power under applicable law to execute and deliver the Parity Obligation, and the Parity Obligation has been duly and lawfully executed and delivered by the City, is in full force and effect and is a valid and binding special obligation of the City, and (2) such Parity Obligation has been duly and validly authorized and issued in accordance herewith; (d) If required by the terms of such Parity Obligation, a separate reserve has been established for such Parity Obligation and provision has been made to fund such resewe; and (e) The City is not in default under this 2016 Installment Sale Agreement. t4 OHSUSA:7649E7020.3 Notwithstanding the foregoing provisions, neither clause (a) nor clause (b) above shall limit the ability of the City to execute any Parity Obligations at any time to refund any Outstanding 2016 Installment Payments or Outstanding Parity Obligations if the annual Debt Service for each Fiscal Year during which such Parity Obligation is Outstanding will not be increased by reason ofthe issuance of such Parity Obligation. Section4.02. Subordinate Obliealions.The City may incur Subordinate Obligations without meeting any of the tests set forth in Section 4.01. ARTICLE V COVENANTS OF THE CITY t5 Section 5.01. Comoliance with 2016 Installment Sale Aereement and Trust Aseement. The City will punctually pay the 2016 lnstallment Payments in strict conformity with the terms hereof, and will faithfully observe and perform all the agreanents, conditions, covenants and terms contained herein required to be observed and performed by it, and will not terminate the 2016 lnstallment Sale Agreonent for any cause including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the 2007 Project or the System, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of Califomia or any political subdivision of either or any failure of the Authority to observe or perform any agreement, condition, covenant or term contained herein required to be observed and performed by it, whether express or implied, or any duty, liability or obligation arising out of or connected herewith or the insolvency, or deemed insolvency, or bankruptcy or liquidation of the Authority or any force majeure, including Acts of God, tempest, storm, earthquake, war, rebellion, riot, civil disorder, acts of public enemies, blockade or embargo, strikes, industrial disputes, lockouts, lack of transportation facilities, fire, explosion, or acts or regulations of govemmental authorities. The City will faithfully observe and perform all the agreements, conditions, covenants and terms contained in the Trust Agreement required to be observed and performed by it, and it is expressly understood and agreed by and among the parties to the 2016 Installment Sale Agreement and the Trust Agreement that each of the agreements, conditions, covenants and terms contained in each such agreement is an essential and material term of the obligation of the City to repay the costs of the acquisition and construction of the 2007 Project and the costs and expenses incidental thereto paid by the Authority pursuant to, and in accordance with, and as authorized under law and the 20l6Installment Sale Agreement. Section 5.02. Use of Proceeds of Authority Bonds. The Authority and the City agree that the proceeds of the Authority Bonds will be used by the Authority to refinance the 2007 Project and to pay the incidental costs and expenses related thereto as provided herein and in the Trust Agreement. Section 5.03. Aqainst Encumbrances. The City will pay or cause to be paid when due all sums of money that may become due or purporting to be due for any labor, services, materials, supplies or equipment fumished, or alleged to have been furnished, to or for OHSUSA:764987020.3 the City in, upon, about or relating to the Systan and will keep the System free of any and all liens against any portion of the Systan. In the event any such lien attaches to or is filed against any portion of the System, the City will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that if the City desires to contest any such lien it may do so. If any such lien shall be reduced to final judgment and such judgrnent or any process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and such stay thereafter expires, the City will forthwilh pay or cause to be paid and discharged such judgrnent. The City will, to the maximum extent permitted by law, indemni& and hold the Authority and the Trustee harmless from, and defend each of them against, any claim, demand, loss, damage, liability or expense (including attorneys' fees) as a result of any such lien or claim of lien against any portion of the Systan. Section 5.04. Aeainst Sale or Other Disoosition of Pro Dertv . The City will not sell, lease or otherwise dispose of the Systan or any part thereof essential to the proper operation of the System or to the maintenance of the System Net Revenues, and will not enter into any agreernent or lease which would impair the operation of the System or any part thereof necessary to secure adequate System Net Revenues for the payment of the 2016 lnstallment Payments, or which would otherwise impair the rights of the Authority with respect to the System Net Revenues or the operation of the Systan; provided, that any real or personal property which has become nonoperative or which is not needed for the effrcient and proper operation of the System, or any material or equipmort which has become wom out, may be sold if such sale will not reduce the Systern Net Revenues below the requirements to be maintained under Section 5.13. Section 5.05. Tax Covenants. (a) The City will not directly or indirectly use or permit the use ofany proceeds ofthe obligation provided herein or any other funds of the City or take or omit to take any action that would cause such obligation to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or a "federally-guaranteed obligation" within the meaning of Section 149(b) of the Code or a "private activity bond" as described in Section 141 of the Code. To that end, as long as ny 2016 Installment Payments are unpaid, the City will comply with all requirements of such sections of the code to the extent applicable to the obligations provided herein. In the event that at any time the city is of the opinion that for pu.pos". of this Section it is necessary to restrict or to limit the leld on the investment of any moneys held by the City under this 2016 Installment Sale Agreanent or by the Trustee under the Trust Agreement, the City shall so instruct the Trustee in writing and the Trustee, as appropriate, shall act in accordance with such instructions. The City and the Authority covenant that they will at all times do and perform all acts necessary or desirable in order to assume that the interest on the Authority Bonds will not be included in gross income of the registered owners thereof for federal income tax purposes and will take no action that would result in such interest being so included. (b) Notwithstanding any provision of this section or of Article VIII, if the City receives an opinion of Bond Counsel that any specified action required under this section is no longer required or that some further or different action is required to maintain the exclusion from OHSUSA:764987020.3 l6 gross income for federal income tax purposes on the Authority Bonds, the City may conclusively rely on such opinion in compllng with the requirernents of this section, and the covenants hereunder shall be deemed to be modified to that extent. Section 5.06. Maintenance and Operation ofthe Svstem: Budsets. The Ci ty will maintain and preserve the System in good repair and working order at all times and will operate the System in an efficient and economical manner and will pay all Maintenance and Operation Costs as they become due and payable. Not later than Septernber I of each year, the City will adopt and, if requested, make available to the Authority and the Trustee, a budget approved by the City Council of the City setting forth the estimated Maintenance and Operation Costs and the estimated payments for Parity Obligations for the then current Fiscal Year; provided, that any such budget may be amended at any time during any Fiscal Year and, if requested, such amended budget shall be made available to the Authority and the Trustee. Section 5.07.with Contracts. The Cit y will comply with, keep, observe and perform all agreements, conditions, covenants and terms, express or implied, required to be performed by it contained in all contracts for the use of the System and all other contracts affecting or involving the System to the extent that the City is a party thereto. Section 5.08. Pa f Claims. The Ci ty will pay and discharge any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien on the System Net Revenues or any part thereof prior or superior to the obligation to make the 2O16 Installment Payments as provided herein or which might impair the security of the 2016 Installment Payments. Section 5.09. Insurance. The City will procure and maintain such insurance relating to the System which it shall deem advisable or necessary to protect its interests and the interests of the Authority and the Trustee, which insurance shall afford protection in such amounts and against such risks as are usually covered in connection with municipal wastewater systems similar to the System; provided, that any such insurance may be maintained under a self- insurance program so long as such self-insurance is maintained in the amounts and manner usually maintained in connection with municipal wastewater systerns similar to the System and is, in the opinion of an Insurance Consultant, financially sound. All policies of insurance required to be maintained herein shall provide that the Authority and the Trustee shall be given thirty (30) days' written notice of any intanded cancellation thereof or reduction of coverage provided thereby. Section 5.10. Acco untln Records and Financial Statements. (a) The City will keep appropriate accounting records in which complete and correct entries shall be made of all transactions relating to the System, which records shall be available for inspection by the Authority and the Trustee at reasonable hours and under reasonable conditions. (b) The City will prepare and file with the Authority and the Trustee annually within one hundred eighty (180) days after the close of each Fiscal Year (commencing with the OHSUSA:7649E7020.3 17 Fiscal Year ending June 30,2016) financial statements of the City for the preceding Fiscal Year prepared in accordance with generally accepted accounting principles, together with an Accountant's Report thereon. Section 5.1 l.Protection of Securitv and fuehts of the Authori tv and the Trustee. The City will preserve and protect the security hereof and the rights of the Authority and the Trustee to the 2016 Installment Payments hereunder and will warrant and defend such rights against all claims and demands ofall persons. Section 5,12. Payment of Taxes and Compliance with Govemmental Rezulations. The City will pay and discharge all taxes, assessments and othff govemmental charges which may hereafter be lawfully imposed upon the System or any part thereof when the same shall become due. The City will duly observe and conform with all valid regulations and requirements of any governmental authority relative to the operation of the Syston or any part thereof, but the City shall not be required to comply with any regulations or requirements so long as the validity or application thereofshall be contested in good faith. Section 5.13. Amount of Rates. Fees and Charees. The City will at all times fix, prescribe and collect rates and charges for the Wastewater Service during each Fiscal Year which will be at least sufficient to yield: (a) Systern Net Revenues for such Fiscal Year at least equal to one hundred twenty percent (120%) of Debt Service for such Fiscal Year and (b) System Net Revenues, excluding connection fees and transfers from the Rate Stabilization Fund, equal to one hundred percent (100%) of Debt Service for such Fiscal Year. The City may make adjustments from time to time in such fees and charges and may make such classification thereof as it deerns necessary, but shall not reduce the rates and charges then in effect unless the System Net Revenues from such reduced rates and charges will at all times be sufticient to meet the requirements of this Section. Section 5.14.Collection of Rates. Fees and Ch arges . The City will have in effect at all times rules and regulations requiring each consumer or customer located on any premises connected with the System to pay the rates, fees and charges applicable to the Wastewater Service to such premises and providing for the billing thereof and for a due date and a delinquency date for each bill. The City will not permit any part of the System or any facility thereof to be used or taken advantage of Iiee of charge by any corporation, firm or person, or by any public agency (including the United States of America, the State of Califomia and any city, county, district, political subdivision, public corporation or agency ofany thereof); provided, that the City may without charge use the Wastewater Service' Section 5.15. F Assurances. The City will adopt, deliver, execute and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Authority ofthe rights and benefits provided to it herein. Section 5.16.Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of its obligations under the Continuing Disclosure certificate to be delivered by the city in connection with the execution and delivery of the Authority Bonds. Notwithstanding any other provision hereof, failure of the city to comply with OHSTJSA:764987020.3 t8 the Continuing Disclosure Certificate shall not be considered an Event of Default hereunder; provided, however, that any beneficial owner of Authority Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations in this section and the Continuing Disclosure Certificate. ARTICLE VI EVENTS OF DEFAULT AND REMEDIES Section 6.01. Events of Default and Accel eration of Princioal. If one or more of the following Events of Default shall happen, that is to say - (1) if default shall be made in the due and punctual payment of arry 2016 Installment Payment or of any Parity Obligation when and as the same shall become due and payable; (2) if default shall be made by the City in the performance of any of the other agreanents or covenants contained herein required to be performed by it, and such default shall have continued for a period of sixty (60) days after the City shall have been given notice in writing of such default by the Authority or the Trustee; or (3) if default shall be made by the City in the performance of any of the agreements or covenants contained in any Parity Obligation required to be performed by it, other than as set forth in (a) above, and such default shall have continued after any notice and grace period provided by such Parity Obligation; or (4) if the City shall file a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if a court of competent jurisdiction shall approve a petition filed with or without the consent of the City seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if under the provisions ofany other law for the reliefor aid of debtors any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its property; then and in each and every such case during the continuance of such Event of Default specified in clause (l) or (a) above, the Trustee shall, and for any other such Event of Default the Trustee may, by notice in writing to the City, declare the entire principal amount of the unpaid 2016 Installment Payments and the accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything contained herein to the contrary notwithstanding. This Section is subject to the condition, however, that if at any time after the entire amount of the unpaid principal amount of the 2016 Installment Payments and the accrued interest thereon shall have been so declared due and payable and before any judgrnent or decree for the payment of the money due shall have been obtained or entered, the City shall deposit with the Trustee a sum sufficient to pay the unpaid amount of the 2016 Installment Payments due otherwise than as a result of such declaration and OHSUSA:7s9E7020.3 19 in the applicable debt service fund(s) the unpaid principal amount of any payments due under any Parity Obligation referred to in clause (l) above due and payable prior to such declaration and the accrued interest thereon, with interest on such overdue installments at the rate or rates applicable to such unpaid 2016 tnstallment Payments if paid in accordance with their terms and on the Parity Obligations in accordance with their terms, and the City shall have paid the reasonable expenses of the Authority, the Trustee and any fiduciaries for Parity Obligations resulting from such declaration, and any and all other defaults known to the Trustee (other than in the payment of the entire amount of the unpaid 2016 Installment Payments due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then and in every such case the Trustee, by written notice to the City, may rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. OHSUSA:7#987020.3 20 Section 6.02. Application of System Net Revenues and Rate Stabilization Fund Upon Acceleration. A11 System Net Revenues and all moneys on deposit in the Rate Stabilization Fund upon the date of the declaration of acceleration by the Trustee as provided in Section 6.01 and all System Net Revenues thereafter received shall be applied in the following order -- First, to the payment of the fees, costs and expenses of the Trustee, if any, in carrying out the provisions of this article, including reasonable compensation to its agents, accountants and counsel and including any indemnification expenses; and Second, to the payment of the interest on the 2016 Installment Payments and interest then due and payable on the entire principal amount of the unpaid Parity Obligations, and the unpaid principal components of the 2016 Installment Payments and the principal amount of the Parity obligations which has become due and payable, whether on the original due date or upon acceleration, with interest on the overdue principal amount of the 2016 Installment Payments at the rate or rates applicable to such 2016 tnstallment Payments and the principal and interest amounts of the unpaid Parity Obligations at the rate or rates of interest then applicable to such Parity Obligations, and, if the amount available shall not be sufficient to pay in full all the amounts due with respect to the 2016 Installment Payments and the Parity Obligations, together with such interest on the 2016 Installment Payments and interest on Parity Obligations, then to the payment thereof ratably, according to the principal and interest due, without any discrimination or preference. Section 6.03. Other Remedies. The Trustee shall have the right - (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the City or any councilmember, officer or employee thereof, and to compel the City or any such councilmernber, officer or employee to perform and carry out its or his duties under law and the agreements and covenants required to be performed by it or him contained herein; (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Authority or the Trustee; or (c) by suit in equity upon the happening ofan Event of Default to require the City and its councilmembers, officers and employees to account as the trustee ofan express trust. Section 6.04. Non-Waiver. Nothing in this article or in any other provisron hereof shall affect or impair the obligation of the City, which is absolute and unconditional, to pay the 2016 Installment Payments from the Systern Net Revenues to the Trustee at the respective due dates or upon prepayment, or shall affect or impair the right of the Trustee, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract ernbodied herein. A waiver of any default or breach of duty or contract by the Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee. If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned or determined adversely to the Trustee, the Authority and the City and the Trustee shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. Section 6.05. R emedies Not Excl uslve.No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other rernedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by law. ARTICLE VII DISCHARGE OF OBLIGATIONS Section 7.01. Dischar geo f Oblieations. (a) Ifthe City shall pay or cause to be paid all the 2016 Installment Payments at the times and in the manner provided herein, the right, title and interest of the Authority herein and the obligations of the City hereunder shall thereupon cease, terminate, become void and be completely discharged and satisfi ed. (b) Any unpaid principal installment of the 2016 Installment Payments shall on its payment date or date of prepayment be deerned to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if the City makes payment of such OHSUSA:764987020.3 21 (c) All or any portion of unpaid principal installments of the 2016 Installment Payments shall, prior to their payment dates or dates of prepal.rnent, be deaned to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if (i) notice is provided by the Authority to the Trustee as required by the Trust Agreement, (ii) there shall have been deposited with the Trustee either money in an amount which shall be sufficient, or Govemment Securities (as that term is defined in the Trust Agreonent), the interest on and principal of which when paid will provide money which, together with money, if any, deposited with the Trustee, shall be sufficient to pay when due the principal installments of such 2016 lnstallment Payments or such portions thereof on and prior to their payment dates or their dates of prepayment, as the case may be, and the prepayment premiums, ifany, applicable thereto, and (iii) an opinion of nationally recognized bond counsel is filed with the Trustee to the effect that the action taken pursuant to this subsection will not cause the interest on the Authority Bonds to be includable in gross income under the Code for federal income tax purposes. (d) After the payment of all 2016 lnstallment Payments and prepayment premiums, if any, as provided in this section, and payment of all fees and expenses of the Trustee, the Trustee, upon request of the City, shall cause an accounting for such period or periods as may be requested by the City to be prepared and filed with the City and the Authority and shall execute and deliver to the City and the Authority all such instruments as may be necessary or desirable to evidence such total discharge and satisfaction of the 2016 Installment Sale Agreements, and the Trustee shall pay over and deliver to the City, as an overpayment of 2016 Installment Payments, all such money or investments held by it pursuant hereto other than such money and such investments as are required for the payment or prepayment of the 2016 lnstallment Payments, which money and investments shall continue to be held by the Trustee in trust for the payment of the 2016 Installment Payments and shall be applied by the Trustee pursuant to the Trust Agreement. ARTICLE VIII MISCELLANEOUS Section 8 .01. Liabilitv of Citv Limited to Svstem Net Revenues Notwithstanding anything contained herein, the city shall not be required to advance any moneys derived from any source of income other than the Systern Net Revenues for the payment of the 2016 Installment Payments or for the performance of any agteements or covenants required to be performed by it contained herein. The City may, however, advance moneys for any such purpose so long as such moneys are derived from a source legally available for such purpose and may be legally used by the City for such purpose. The obligation of the City to make the 2016 tnstallment Payments is a special obligation of the City payable solely from the System Net Revenues as provided herein, and does not constitute a debt of the City or of the State of Califomia or of any political subdivision thereof within the meaning ofany constitutional or statutory debt limitation or restriction. OHSUSA:7649E7020.3 22 2016 Installment Payments and the prepayment prernium, if applicable, in the manner provided herein. Section 8.02. Benefrts of 2016 Installmen t Sale Aereement Limited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the City or the Trustee any right, remedy or claim under or pursuant hereto, and any agreement or covenant required herein to be performed by or on behalfofthe Authority, the City or the Trustee shall be for the sole and exclusive benefit of the other parties. Section 8,03. Successor Is Included in all References to Predeces sor Whenever either the Authority or the City or the Trustee is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority, the City or the Trustee, and all agreanents and covenants required hereby to be performed by or on behalf of the Authority or the City or the Trustee shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. Section 8.04. Waiver of P nal Liability. No councilmember, officer or employee of the City shall be individually or personally liable for the payment of the 2016 Installment Payments, but nothing contained herein shall relieve any councilmernber, officer or employee of the City from the performance of any official duty provided by any applicable provisions of law or hereby. Section 8.05. Article and Section Headines. Cender and ces. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience ofreference and shall not affect the meaning, construction or effect hereot and words of any gender shall be deerned and construed to include all genders. All references herein to "Articles," "Sections," "Exhibits" and other subdivisions or clauses are to the corresponding articles, sections, exhibits, subdivisions or clauses hereof; and the words ..hereby," "herein," "hereof," "hereto," "herewith" and other words of similar import refer to the 2016 Installment Sale Agreanent as a whole and not to any particular article, section, exhibit, subdivision or clause hereof. Section 8.06. Partial Invalidi If any one or more of the agreements ortv covenants or portions thereof required hereby to be performed by or on the part of the Authority or the City shall be contrary to !aw, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable fiom the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof. The Authority and the City hereby declare that they would have executed the 2016 Installment Sale Agreernent, and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. Section 8.07. Assirr4qan!. The 2016 Installment Sale Agreement and any rights hereunder shall be assigned by the Authority to the Trustee as provided in the Trust Agreement; to which assignment the City hereby expressly acknowledges and consents. The City acknowledges having read the Trust Agreement, approves the Trust Agleement and aglees to perform all duties imposed on it by the Trust Agreement. Insofar as any section of the Trust Agreement imposes duties and responsibilities on the City, it is specifically incorporated herein by reference. To the extent that this 2016 Installment Sale Agreement confers upon or gives or OHSUSA:7 987020.3 23 grants the Trustee any right, remedy or claim under or by reason of this 2016 Installment Sale Agreement, the Trustee is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder. Section 8.08. Net Contract. The 2016 lnstallment Sale Agreanent shall be deemed and construed to be a net contract, and the City shall pay absolutely net during the term hereof the 2016 Installment Payments and all other payments required hereunder, free of any deductions and without abaternent, diminution or set-off whatsoever. Section8.09. Califomia Larv . The 2016 lnstallment Sale Agreement shall be construed and govemed in accordance with the laws of the State of Califomia. Section 8.10. Indemnification. The City shall, to the full extent then permitted by law, indemnifu, protect, save and keep harmless the Authority and its directors, officers and anployees and the Trustee and its dfuectors, officers and onployees from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless ofthe cause thereof, and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest arising out ofor as the result of the entering into of the 2016 lnstallment Sale Agreanent, the Trustee's acceptance or administration of the trust of the Trust Agreement, or the exercise or performance of any of its powers or duties thereunder or under any of the documents relating to the Bonds to which it is a party, the acquisition, construction, installation and use of the 2OO7 Project and each portion thereof or any accident in connection with the operation, use, condition or possession of the 2007 Project or any portion thereof resulting in damage to property or injury to or death to any person including, without limitation, any claim alleging latent and other defects, whether or not discoverable by the City or the Authority; any claim for patent, trademark or copyright infiingement; and any claim arising out of strict liability in tort. The indemnification arising under this section shall continue in full force and effect notwithstanding the full payment of all obligations hereunder or the termination hereof for any reason. The city agrees not to withhold or abate any portion of the payments required pursuant hereto by reason of any defects, malfunctions, breakdowns or infirmities of the 2007 Project. The city and the Authority mutually agree to promptly give notice to each other of any c'laim or liability hereby indemnified against following either's learning thereof. Section 8.11. Funds. Any fund required to be established and maintained herein by the Director of Finance may be established and maintained in the accounting records of the Director of Finance either as an account or a fund, and may, for the purpose of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to any such fund shall at all times be maintained in accordance with sound accounting practice and with due regard for the protection of the security ofthe Authority Bonds and the rights ofthe owners of the Authority Bonds. Section 8.12. Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely: 24 OHSUSA:764987020.3 If to the City:City of Burlingame 501 Primrose Road Burlingame, CA 94010-3997 Attention: Finance Director If to the Authority:Burlingame Financing Authority cio City of Burlingame-Dept. of Finance 501 Primrose Road Burlingame, CA 94010-3997 Attention: Executive Director Section 8.13. Effective Date. The 2016 lnstallment Sale Agreernent shall become effective upon its execution and delivery, and shall terminate when the Purchase Price shall have been fully paid (or provision for the payment thereof shall have been made pursuant to Article VII). Section 8.14.Execution in Countemarts. The 2016 lnstallment Sale Agreement may be executed in several counterparts, each of which shall be deerned an original, and all of which shall constitute but one and the same instrument. OHSUSA:764987020.3 25 IN WITNESS WHEREOF, the parties hereto have executed the 2016 Installment Sale Agreement by their officers thereunto duly authorized as of the day and year first written above. CITY OF BURLINGAME By Finance Director/Treasurer BURLINGAME FINANCING AUTHORITY By Executive Director OHSUSA:7649E7020.3 26 EXHIBIT A THE 2OO7 PROJECT The 2007 Project consists of the capital improvements funded with the Burlingame Financing Authority Water and Wastewater Revenue Bonds, Series 2007. OHSUSA:7&987020.3 A-t DRAFT 4n5t2016 2016 INSTALLMENT SALE AGREEMENT (WASTEWATER SYSTEM) by and between the CITY OF BURLINGAME, as Purchaser AND THE BURLINGAME FINANCING AUTHORITY, as Seller for the CITY OF BURLINGAME WASTEWATER SYSTEM PROJECTS Dated as of June 1, 2016 OHSUSA:764987020.3 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 2Sectionl.0l. Definitions........ ARTICLE II PURCHASE OF THE 2007 PROJECT; TERMINATION OF 2007 CONTRACT l0 Section 2.01. Purposes Section 2.02. Transfer of2007 Project 10 Section 2.03. Purchase of2007 Project by the City................................................. l0 Section 2.04. Termination ofthe 2007 Contract ARTICLEIII 2016INSTALLMENTPAYMENTS ............................... l0 .................. l0 Section 3.01. Purchase Price.. Section 3.02. Payment of 2016 tnstallment Pa)ments..... Section 3.03 Prepayment of 2016 Installment Payments........................................ 13 Section 3.04. Pledge ofSystem Net Revenues t4 l1 l1 12 t4 15 l5 ARTICLE IV PARITY OBLIGATIONS Section 5.05. Tax Covenants ..... 14 Section 4.01. Conditions for the Execution ofParity Obligations...... Section4.02. SubordinateObligations....... ARTICLE V COVENANTS OF THE CIry Section 5.01. Compliance with 2016 Installment Sale Agreement and Trust Agreement........ .............................. 15 Section 5.02. Use ofProceeds of Authority Bonds l6 Section 5.04. Against Sale or Other Disposition ofProperty l6 .................. l6 Section 5.06. Maintenance and Operation of the System; Budgets............. ............ l7 Section 5.07 Section 5.08. Payment of Claims. Section 5.09. lnsurance Section 5.10. Accounting Records and Financial Statements... Section 5.11. Protection of Security and Rights ofthe Authority and the ...... 18 t7 l8 l8 l8 Trustee......-............ Section 5.12. Payment of Taxes and Compliance with Govemmental Regulations ........... Section 5.13. Amount of Rates, Fees and Charges ....... 18 OHSUSA:76,1987020 3 -l- TABLE OF CONTENTS (continued) Section 5.14. Collection ofRates, Fees and Charges Page .. l9 Section5.l5. FurtherAssurances.....................l9 l9 l9 t9 Section5.l6. ContinuingDisclosure ARTICLE VI EVENTS OF DEFAULT AND REMEDIES Section 6.01. Events of Default and Acceleration of Principal Section 6.02. Section 6.03. Section 6.04. Application of Systern Net Revenues and Rate Stabilization Fund Upon Acceleration............ Other Rernedies Non-Waiver...... Section 8.01. Liability of City Limited to Systern Net Revenues....-............'.....-...' Section 8.02. Benefits of 20l6Installment Sale Agreement Limited to Parties Section 8.03. Successor Is Deemed Included in all References to Predecessor ....23 20 21 21 2t 22 22 23 23 23 23 23 24 24 24 24 24 25 25 25 2s Section 8.04. Waiver of Personal Liability Section 8.05. Article and Section Headings, Gender and References Section 8.06. Partial InvaliditY Section 8.07. Assignment Section 8.08. Net Contract Section 8.09. Califomia Law Section8.10. lndemnification Section8.l2. Notices........................ Section 8.14. Execution in Counterparts. EXHIBIT A THE 2OO7 PROJECT......... Section8.13. EffectiveDate.................. A-l OHSUSA:79e87020.3 -ll- Section6.05. RernediesNotExclusive.......... ARTICLE VII DISCHARGE OF OBLIGATIONS........................ Section 7.01. Discharge of Obligations ARTICLE VIII MISCELLANEOUS ....................... AGENDANO: 10c MEETING DATE: May 16,2016 To: Honorable Mayor and City Council Dater May 16,2016 From: Lisa K. Goldman, City Manager - (650) 558'7243 Subject: Discussion of Association of Bay Area Governments-Metropolitan Transpo rtation Commission Merger RECOMMENDATION ln January 2016, MTC and ABAG hired Management Partners to conduct a merger study to examine the policy, management, financial, and legal implications associated with integration of the two agencies' planning functions, up to and including institutional merger between MTC and ABAG. The engagement also included the development of a merger implementation plan for any option selected by the Joint Committee. Exhibit: . Councilmember Brownrigg Memo . ABAG Memo STAFF REPORT Councilmember Michael Brownrigg, the City's representative to the Association of Bay Area Governments (ABAG) has requested that the City Council discuss the proposed ABAG- Metropolitan Commission (MTC) merger. BACKGROUND DISCUSSION Councilmember Brownrigg has prepared the attached memo regarding the proposed ABAG-MTC merger. Additional materials regarding the proposed merger can be found at the following link: htto://www. mtcabaqmerqerstudv.com/. FISCAL IMPACT None. MEMO TO THE COUNCIL FROM MICHAEL BROWNRIGG SUBJECT: ABAG/MTC MERGER Most major metropolitan districts in the country have unified planning/ transport agencies. This is true in Los Angeles, Chicago, and Washington DC. In the Bay Area, however, the two functions grew up being managed in separate agencies, with the Metropolitan Transit Commission (MTC), esiablished by the t egislature and funded by the region's tolls and other cash flows, working on regional transport, while the Association of Bay Area Governments (ABAG), which comprises 11o local cities and county governments, took on the planning function for the region. ABAG is funded by member dues and by a large ($3.9 million) annual grant from MTC, a significant chunk of a roughly $r5 mm annual budget. This collaborative system was working reasonably well until Plan Bay Area came along (htrp://planbayarea.org/plan-bay-area.html), which required the two agencies to collaborate closely on future regional integrated transport/housing planning. The process led to deep friction between the staffs and the overseers of the respective staffs. And so, last July MTC threatened to withhold the annual grant unless ABAG effectively ceded control of planning to MTC (by sending the planning staff from ABAG to MTC). The term MTC uses is "Functional consolidation". After an initial outcry from ABAG, MTC commissioners then voted to continue funding ABAG through July zo16, forcing ABAG to either come up with a workable path toward merger or suffer the consequences of a hostile takeover of the planning staff. Many observers say that without their planning function and the $3'9 mm grant, ABAG would be rendered powerless and useless. The two agencies commissioned a consulting group to outline recommendations and possible solutions. That report is here: hftD://aba e.ca.eov/medialzor merser/ While there were close to a dozen options, the consultants and the tide seems to be moving toward one of two options: merge the staff first and worry about governance later (Option 7) or figure out the governance at the same time as the functional merger (Option +). There are a large number of ABAG members who continue to try and resist any merger at all, but that seems shortsighted to me and even ABAG staff do not think that is a good idea. My own recommendation at this stage is to forcefully endorse Option 4, since I think governance is crucial in any merger, but especially when the two cultures are so different, and that MTC culture and governance feels fundamentally hostile to small cities - as we saw in the High Speed Rail debate 6 years ago. Of course, we are only one out of rro voices in terms of giving ABAG direction. Nonetheless, this feels like a very important regional decision and I welcome the chance to discuss the pros/cons of the different options with colleagues before expressing an opinion on behalf of Burlingame. I attach an article from last fall that give some more color. I will endeavor at our meeting to describe the two or three leading options, which we can then discuss broadly. Barnidge: ABAG vs. MTC is a battle you should care about 81'Tom Barnidge Contra Costa Times The Association of Bay Area Governments and the Metropolitan Transportation Commission are engaged in a hissing match. I know what you're thinking: Who cares? Two bloated bureaucracies feeding at the public trough. Here's hoping they strangle each other. OK, government agencies are hard to love. But there's more to this story if y'ou dig a little deeper. This debate is over lvho rvill plan regional growth strategies in years to come. How many housing units uill be assigned to Orinda, Martinez, Brentwood or San Ramon? How much land must be zoned for affordably priced homes? Ultimately, rvhat rvill comprise the sustainable communities strategy lovingly known as Plan Bay Area? You don't think of PIan Bay Area lovingly? Tough, it's not going arvay. The two agencies have shared responsibility for the plan until non', ABAG setting housing policy and MTC overseeing transportation needs, but MTC Executive Director Steve Heminger thinks things r.r'ill come together faster if MTC absorbs ABAG's planning staff and everyone reports to him. As he put it in a r7-page proposal: "At the risk of generalization, I think it's safe to say MTC is more action-oriented and project-based, while ABAG is more discussion-focused and policy-based." So do you want results or do you want to gab about them? He also noted that ABAG depends on funding from MTC, which benefits from local taxes, bridge tolls, and state and federal funds, and "MTC has complete discretion over whether to continue or discontinue its financial assistance." Sounds like a threat, not so well veiled. There's only one reason any of this should matter to you. When Bal' Area communities came together to create ABAG 54 years ago - all nine counties and ror cities have a say in its operation -- it lvas to ensure they had a representative voice in their future. If MTC supersedes ABAG, that voice diminishes. Oh sure, ABAG does other things. It helps city planning departments, offers environmental and cleanwater training, and administers earthquake support, estuary presenation and Bay Trail programs, but its marquee duty is overseeing regional grouth. "ABAG knou's er.ery city's nuances," said Clayton Councilwoman and ABAG President Julie Pierce. "Our planners know rvhat their general plans say, how they $ant to grow and what things they need for support. Our culture is to reach out and n'ork r,rith cities in a bottom-up way. MTC works top-dorrn." ABAG had plenty of support when the "functional consolidation plan" u'as publicly aired at an MTC meeting Wednesday. Contra Costa County Supen'isor Karen Mitchoff spoke in opposition to the proposal. So did Moraga Torm Manager Jill Keimach and Novato Mayor Pro Tem Pat Eklund. Hal,rvard Mayor Barbara Halliday even took a shot at Heminger's threat to withhold ABAG funding. "When u'e talk about money -- ABAG's money, MTC's money -- this is the public's money," she said. "We need to be inclusive. The voices of the cities r+,ould be lost if this goes fonrard as planned." Pierce acknou'ledged that operations can be unwieldy when two large agencies attempt to coordinate efforts. She said communications could be improved. And a full-blor,r.n merger is not a bad idea, but MTC's one-department porver grab isn't the ansu'er. "The complexities," she said, "are hou, do we merge the best of both agencies." As hissing matches go, this one has more beneath the surface than can be seen. ASSocIATION Or BEY ANrE GOVPRNUENTS Represenling City ond County Governmenls o, lhe Son Froncisco Boy Areo May 6, 2016 ABAG Executive Board Ezra Rapport Executive Director ABAG MTC Merger Study RecommendationSubject: 1. Context / Recommendation ABAG is facing what is probably the most critical juncture in its 55 year history. ABAG has reached a point where a decision must be made with respect to its future, and the future of regional planning and programs in the Bay Area. The integration of ABAG and MTC into a comprehensive regional agency might be a real possibility. What will be before the Executive Board on May 19h is a decision to select a path forward that has the best chance of being approved by both ABAG and MTC and best serve the public interest. The status quo between the agencies is that MTC will terminate its Planning Grant to ABAG on July 1 , 20,l6, unless an altemative Merger lmplementation Plan (MlP) is adopted by both agencies. lf both agencies can agree on a path forward with sufficient detail' that agreement would constitute a Merger lmplementation Plan (MlP), and that action would trigger a continuation of the MTC Planning Grant to ABAG while the details of the MIP are worked out. Our recommendation is for the Executive Board to approve two Options: Option 4 and Option 7 of the Management Partners report (see attachments A and B) with important principles for Option 7. These principles are described below under Recommendation. Option 4 (New Governance Model and Full Staff Merger), in ABAG staffs view, is the best option for the Bay Area. The New Governance model should combine the best of MTC's statutory responsibilities to program and allocate transportation dollars, while also supporting city and county engagement in land use, economic development, environmental planning, and other non-transportation issues facing the region. With this governance model, a powerful regional agency with a broad scope of responsibility can be created utilizing combined administrative resources. While we see a change in governance as crucial to the long term mission of regional planning' we are convinced that the ABAG and MTC boards cannot address governance in the time frame needed to sustain ABAG. As stated above, MTC's Planning Grant to ABAG expires July 1, 2016, unless MTC and ABAG both adopt an alternative Merger lmplementation Plan (MlP). With the assumption that the dialogue for changes in governance will take more time than is available to address the present situation, all options that require an immediate commitment to a ABAG Date: To: From: ABAG MTC Merger Study Recommendation May 6, 2016 Page 2 change in governance are fatally flawed if this change cannot be agreed upon by both ABAG and MTC by July 1 , 2016. ln addition to our recommendation of Option 4, staff also recommends the alternative approval of Option 7, if that is the only option that MTC will approve. Option 7 retains the ABAG Board and its institutional policy authority, but proposes to transfer ABAG staff to MTC following development of a contract for services and entering into an MOU to establish a timeframe for considering a new governance structure and setting forth principles, goals and parameters for considering new governance options. ln addition, Option 7 calls for an MOU on the parameters of a new governance model to be considered within a reasonable time. The deficiency of Option 7 is that it splits administrative control away from ABAG governance. While there is an advantage to havlng unified administration, the successful implementation of Option 7 will require the MTC administration to be sensitive to ABAG staff, programs, and relationships to all levels of government and stakeholders. ABAG'S programs are financially self-sufficient for the foreseeable future, but these programs require an administrative control that is very different from the exigencies of MTC administration. There needs to be a strong commitment on the part of MTC administration to both protect ABAG's Council of Governments (COG) role and to fairly evaluate the programs maintained by current ABAG staff. We understand that MTC administration needs to protect MTC from financial liabilities. At the same time, ABAG programs should be carefully evaluated prior to making any significant changes so that ABAG membership remains supportive of this effort. ABAG's governance and administrative model has taken decades to construct, but may disintegrate rapidly without careful consideration of any changes proposed by MTC administration. The ABAG staff transfer to MTC should be accompanied by a set of principles to guide Option 7 and proposed principles have been enumerated in Section I of this report. These principles should be attached to ABAG's resolution of approval. The principles should help guide the ABAG negotiations between ABAG and MTC for an MOU that defines roles and responsibilities and the contract for services between ABAG and MTC. ABAG and MTC should also consider engaging in facilitated discussions regarding new governance models during the next two years. ABAG and MTC should analyze a set of options for new governance with the intent of choosing an option that integrates the functional responsibilities of both the Metropolitan Planning Organization (MPO) and the COG' and provides the best possible regional agency for the Bay Area to accomplish comprehensive planning, programming, and implementation of projects that will serve the 21st century. 2. Governance and Staffino Option 7 does not address all problems. Option 7 cannot be implemented without an extensive work program to transition ABAG employees and ABAG programs to MTC administration. A second major consideration is how to define what is meant by ABAG autonomy' policy oversight, and regional responsibility, which is mentioned in Management Partners' report. The MOU should also set, at a minimum, a reasonable time frame for new governance options to be evaluated by MTC and ABAG. ABAG MTC Merger Study Recommendation May 6, 2016 Page 3 Given the need to reach consensus among ABAG and MTC, however, we view only Option 7 as feasible, with principles enumerated in this memo and others that may be attached by the Executive Board. Option 7 needs to be made realistic in both the short term and long term_ The two agencies need to choose a single option in order to focus on the necessary details. 3. Reqional Planninq Opportunitv Despite the challenges, we believe that the potential reorganization of ABAG and MTC into a single agency represents an extraordinary opportunity to create an innovative regional governance function that combines the best of ABAG and MTC. Together, these agencies contain an unparalleled expertise to deliver improved planning, policy, and funding support to the Bay Area. Working as a combined staff, both agencies would be able to provide responsive, locally-tailored services that improve the lives of current and future Bay Area residents, in a variety of economic, social, and environmental contexts. We do not want to lose sight of this opportunity. A great deal of effort has been expended discussing lhe issues of regional governance and the required process of collaboration across the Bay Area's diverse communities. While there is much more to be done, the Bay Area deserves the most effective organization for regional planning and implementation of critical programs. The Bay Area is becoming increasingly complex as its economy grows. There are enormous transportation, housing and environmental challenges ahead, including affordable housing, water supply, and sea level rise, and there is an urgent need for an integrated, comprehensive regional planning and implementation institution. Management Partneds option 7 states that ABAG "retains autonomy and policy oversight over current statutory roles and responsibilities." This direction will require more than verbai assurances that policy making responsibilities will be respected. ln order for the ABAG Executive Board to retain autonomy and policy oversight, there must be a strong connection to the staff charged with implementing those statutory roles and responsibilities. The Executive Board should be able to assert policy prerogatives through the work plan and contract for services it negotiates with MTC. Staff should be available to listen, interpret, and implement policy direction from the ABAG Executive Board, or its successor. ABAG's ability to carry out its statutory roles and responsibilities also relies on its relationship to Iocal govemments. The connection between ABAG and local governments is structured through the Executive Board and the role of city and county delegates for each jurisdiction. The ABAG delegates represent city councils, who in turn, are a connection to the city Managers and local government staff, especially land use planners. Through this mechanism, ABAG maintains a solid relationship with local government. This channel of communication and collaboration needs to remain af cities and counties are to consider the new arrangement to be a continuation of the Council of Governments. 4. Council Governments E ntial Role The following are essential activities that define a Council of Governments, and we believe they need to be maintained at least until new governance options are implemented: A. Strong Local Partners: Cities and counties must be essential partners in the emerging regional planning and services structure. Sustained trust and ABAG MTC Merger Study Recommendation May 6, 2016 Page 4 (- E F accountability to local governments will be a foundational dimension of this new regional agency and retain membership dues in place. Work Program approved by Executive Board: The approval of the work program by the Executive Board, prioritizes regional challenges and slrategies, and provides direct guidance on land use, housing, economic development, and environmental policies and strategies. The Executive Board will need to provide direction on major regional strategies such as Priority Development Areas, resilience strategies or Regional Housing Needs Allocation. lnvolvement of Regional Planning Committee or similar body: The ABAG's Regional Planning Committee, or similar committee that includes elected officials and major stakeholders, should continue to advise staff on major planning projects such as the designation of an Economic Development District, coordination of water conservation strategies or the creation of a Regional Housing Trust Fund. Planning Staff: An integrated planning function will need to continue to engage with local jurisdictions. ABAG staff takes input on housing, economic development and infrastructure needs and provides support on land use analysis, policy analysis, best practices and public engagement. Public workshops and communication through social media are essential components of any regional planning process to secure transparency and broader public input. Public Engagement: Meaningful and transparent public engagement processes should continue to be used to develop strategies to support housing production and affordability, regional sustainability, economic prosperity, resilience and climate adaptation among others that are supported by a strong network of stakeholders. Stakeholder involvement; The on-going roles that environmental, business community and equity stakeholders play are extremely important and need to continue. a. Environmental stakeholders will maintain an important role in the preservation of open space, access to parks, and healthy places. b. The business community will promote ongoing and new economic development strategies and strengthen collaboration across sub regions.c. Equity stakeholders broaden the agencies' participation to ensure disadvantaged communities have a voice in regional strategies and investment decisions. Current Programs: ABAG's programs of flnancial services, energy savings, insurance pools, and the healthy restoration of the bay and estuary should be carefully evaluated. ABAG believes these are core services to local jurisdictions and the communities in the Bay Area, and a major reason localjurisdictions pay dues to ABAG. B. D. (.,. ABAG MTC Merger Study Recommendation May 6, 2016 Page 5 5. Solid ABAG Financial Performance Staff would like to impress upon MTC and our stakeholders the strength of ABAG's finances and operations to date. This information will be helpful to those looking to understand how ABAG's finances are structured and how to maintain financial performance through a solid merger implementation plan. A. ABAG has consistently operated with a balanced budget, and has not experienced an operating deficit within the last five years (our analysis only looked back five years). B. ABAG executes a sustainable business model. 1 ) Member dues pay for agency management, member services and strategic organizational planning. 2) All grant funded projects are programmed to be operated within the funding provided. Expenditures are closely monitored to ensure the ability to restructure the poect budget to avoid a deficit. When grants terminate, grant funded positions are reduced. 3) ABAG administration and finance provide management, administrative and other support services to ABAG, our entities, and related parties. Both direct and indirect fees are charged to fully recover the administrative cost. C. All ABAG entities operate with balanced budgets and both the Financial Authority for Non-Profit Corporations (FAN) and Pooled Liability Assurance Network (pLAN) have very healthy reserve funds ranging from $3-20 million. POWER distributes all surpluses (deficits) to its members. D. ABAG contributes a successful and reputable business model that is not duplicative of the services MTC currently provides. ABAG's programs are a strategac fit within the larger ABAG mission and its services are relied upon by critical stakeholders both regionally and locally. 1 ) ABAG successfully represents 109 cities and coun es as demonstrated by 10Ovo member dues collection. 2) ABAG has a positive reputation in the Federal, State and Regional Community for our extensive research, planning, land use, housing, equity, environmental, resilience, and economic issues as demonstrated in the growth of our budget in the last year from $26 to 958 million.t 1 For example, ABAG administers the Bay Area Regional Energy Network (BayRen) program which is funded by a grant from the CA Public Utilities Commission and the lntegrated Regional Water Management Program (IRWMP)funding through the California Department of Water Resources and managed by ABAG's San Francisco Estuary Partnership (SFEP). BayRen is the exclusive implementer ofthe Energy Upgrade Califomia Home Upgrade Program designed to reduce energy use in existing homes by providing incentives to homeowners who make energy-efficient improvements. SFEp helped secure an additional $41 million in state grant funds and now manages for our partners a total of g93 million for these multi-benefit water quality and drought response projects. ln Fy2o 16- 17 alone, BayRen will be responsible for administering $12.8 in state grants out of ABAG'S total state funding of $42.7 milljon. ln FY2016-17 alone SFEP will be responsible for administering $24.5 million in local, state, and federal funding for projects throughout the Bay Area. These are great examples of the magnitude and impact created through our local, state, and federal grant funds. ABAG MTC Merger Study Recommendation May 6, 2016 Page 6 E. ABAG's costs, unfunded pension liabilities and OPEB costs are all included in our employee direct cost rate and our indirect cost rate (see Attachment A). While our SFEP programs/grants are not charged for indirect cost since they are located with the Regional Water Quality Control Board in the State Building, ABAG amortizes the pension and OPEB liabilities through their direct charges to the grantors. F. The ABAG condominium unit and tenant improvements should be considered as part of the value ABAG brings to the merger. 6. Process Towards Full lnteqration It will be essential that there is a strong commitment on a governance remnfiguration so that the relationship between regional governance and city and county participation is clear and decisive. Addressing regional governance is not only about SB 375. The Bay Area faces numerous environmental, economic, social and public health issues in the 21stcentury. A new governance model does not have to disturb the MTC composition and balance of power, which is set forth in statute. ABAG staff supports the existing MTC Commission maintaining control over the funding of transportation networks and projects. However, the issues outside of transportation programming and allocations, such as Plan Bay Area, should have representation that reflects the larger number of cities that need to respond to future Bay Area issues. For example, this greater representation could be accomplished through a newly configured limited authority Governing Board, who would work with the administrative structure and the ABAG and MTC policy boards to decide, for example, the scope of the Regional Plan, issue the State of the Region report, perform an evaluation as to how well the regional agency was accomplishing its mission, and ensure that the planning budget was reasonably allocated to the tasks at hand. ABAG's Board, staff and member jurisdictions are looking for assurances that options to address a new governance structure will be canied out in an orderly and thoughtful manner. is essential, in our opinion, to establish a date certain by when governance options will be presented to the MTC Commission and ABAG Executive Board. The MOU should set forth a specific schedule that addresses this objective. It While ABAG believes that staff merger ahead of the new governance model is an overly complicated and risky solution, we acknowledge that Option 7 is feasible, but requires substantial work prior to implementation if this option is selected. The merger of ABAG staff into the MTC should be handled expertly with outside consulting support assisting both agencies. ABAG currently retains a mission driven staff. They will need assurances that they will be able to accomplish ABAG's regional planning goals under the MTC administrative organization. Prior to any staff merger, significant due diligence on the part of MTC regarding ABAG'S assets and liabilities needs to be undertaken so the MTC statf can make further recommendations to the Commission. Likewise, ABAG should be expected to identify concrete actions that will allow for a transition of ABAG staff to MTC administrative control, while maintaining business continuity of the enterprise groups, continued grant activity for the San Francisco Estuary Partnership, the Resilience, and Energy programs, as well as necessary assurances for the continuity of ABAG'S policy function as a Council of Governments. ABAG members must have 7. Pre-MerqerlmplementationActivities ABAG MTC Merger Study Recommendation May 6, 2016 Page 7 Management Partners is preparing a draft implementation action plan that sets forth steps that comprise a new Merger lmplementation (MlP) for ABAG and MTC. The schedule results in a negotiated MOU and Contract for Services. At the conclusion of the negotiated documents, both ABAG and MTC will have to approve the contract for service and MOU prior to full implementation. The technical challenges and strategies to facilitate a staff merger should be discussed in another memo, and these details should be addressed by a team of consultants, including organizational development consultants and consultants with human resource technical expertise. This should include thoughtful engagement with staff and employee representatives. 8. Recommendation to Executive Board Our recommendation to the Executive Board is to first approve Option 4 (Full Merger) and then Option 7 (Staff Merger with Governance Model later) of the Management partners report with important attached principles. ln addition to our recommendation of Option 4, staff recommends the alternative approval of Option 7 if that is the only option that MTC will approve. Option 7 retains the ABAG Board and its institutionat policy authority, brrt transfers the ABAG staff administration to MTC. lt also calls for a new govemance model to be considered within a reasonable time. lmportant principles (see below) attached to the approval of Option 7 will make the difference in achieving the most important goals ABAG staff identified in its merger analysis, namely, (1) the continued participation of cities and counties as the dominant political structure underlying comprehensive regional planning, (2) the financial security of the ABAG institution and its past and present employees, and (3) a reconfiguration of regional governance to ensure broader city and county and stakeholder participation. 9. Principles and Lan quaoe for the Resolution Sup portinq Option 7 Staff recommends that if the Executive Board is going to support both Option 4 and Option 7, then principles applicable to Option 7 need to be appended to the resolution, as follows: A. The Council of Governments (COG) provides local jurisdictions with the staff support, resources and partnerships necessary for them to have significant input in developing and implementing regional plans such as Plan Bay Area. The COG operates with the clear understanding that all land use authority in Califomia resides with cities and counties. Support for Option 7 is conditioned on the continuation of local engagement and participation in regional planning in the following manner: 1) Cities and counties are essential partners in regional planning. 2) Regional planning incorporates a meaningful and transparent public engagement process. 3) Regional land use planning is responsive to local land use planning to build high quality neighborhoods. 4) ln addition to transit and transportation planning, regional land use planning integrates other relevant planning fields, such as water, agriculture and open faith in these assurances for local governments to continue paying dues to support ABAG as a continuing Council of Governments. ABAG MTC Merger Study Recommendation May 6, 2016 Page 8 space, resilience, energy efficiency, climate change adaptation and mitigation, air quality, sea level rise, economic development, and social equity. B. The COG should have a voice in developing land use incentives designed to promote the construction of and acquisition/rehabilitation of housing units scaled to support the Bay Area economy. C. When integrating the ABAG Planning and Research Department, special aftenlion should be made to retain its collaborative and holistic culture. D. ln concert with any organizational changes, ABAG and MTC staff should engage in a deliberate process for integrating missions that address: 1) the function, management, mission, and vision of ABAG departments; 2) internal and external relationship maintenance; 3) decision-making structures; and 4) conflict resolution. E. ABAG and MTC should designate a Staff Merger committee of Board and Commission members that will provide guidance with respect to merger activities and changes. This committee should be informed by an organizational consultant familiar with the overlapping areas of ABAG and MTC administration. We do not believe amportant decisions need to be made immediately, and it would be helpful for a committee of elected officials to be in place for any discussion of issues among the staff.F. MTC administration should endeavor to understand and preserve ABAG's existing programs. Should MTC administration desire to make substantive changes, they must first consult with the ABAG Executive Board. G. The staff merger should include the transition of all ABAG staff. Savings and consolidation should take place through existing vacant positions, expected attrition opportunities in further reorganization, and through an organizational development plan approved by both ABAG and MTC. H. The ABAG Executive Board will need a management level staff person to act as a liaison to the new administration. The ABAG Board and the Executive Director of MTC should engage in a mutual process for the selection and retention of this liaison. The mechanism to accomplish this should be worked out as part of the MlP. This position will ensure that the ABAG Executive Board has an appropriate connection to staff so it can perform its policy oversight with autonomy. 10. Action Requested ofthe Executive Board The resolution the ABAG Executive Board would be asked to approve to start us down a path toward Option 4 or Option 7 would express general support for the chosen Option and direct staff to: A. Conduct a financial and legal analysis to determine the impact on both ABAG and MTC of a staff consolidation. B. Enter into negotiations and establish a deadline for: A. A multi-year Contract for Services that would consolidate ABAG and MTC staff under one executive director and provide staffing for all statutory duties, responsibilities and programs of the region's COG. B. An MOU to pursue new governance options within a specified time period. C. Enter into a letter agreement whereby MTC continues to provide funding support to ABAG for regional planning services pending the development and execution of the Contract for Services and the MOU on new govemance options described above. ABAG MTC Merger Study Recommendation May 6, 2016 Page 9 Staff will provide the Executive Board, ABAG member jurisdictions and ABAG delegates with monthly updates on staffs progress toward completing the due diligence work and drafting the Contract for Services, MOU and Letter Agreement. As each of these steps is completed, it will be brought before a publicly noticed meeting of the ABAG Executive Board for discussion and approval. ABAG MTC Merger Study Recommendation May 6, 2016 Page 10 Attachment A: Unfunded Pension Liabilities and OPEB ABAG's $12 million unfunded pension liability is not unique to ABAG and not an indication of poor fiscal management. The unfunded pension liability arose from CaIPERS' failure to recommend adequate funding contributions for several years. As a result, ABAG is in concert with most PERS plans in having unfunded liabilities that are being amo(ized over periods of six to 20 years. The ABAG unfunded liability is 34. t % of the plan's total accrued liability, which compares to MIC's 23.4o/o unfunded liability, as a percentage total accrued liability. Until fiscal year (FY) 2015-16, the amortization of the unfunded pension liability was computed as a percentage of estimated payroll, and the dollar amount would rise or fall proportionately with increases and decreases in payroll costs. Beginning in FY 2015-16, amortization is set at a dollar amount, which for FY 2015-16 is $1,085,876. This payment is billed to ABAG monthly as a fixed amount of $90,490. ABAG's pension amortization is scheduled to rise approximately $700,000 over the next six years, which will cause ABAG to re-evaluate its charges to grantors and enterprises. ABAG has an Actuarial Accrued Liability for its Retiree Healthcare Plan of $4.7 million, which is being amortized as part of ABAG's annual payroll expense of $7 million at approximately $700,000 a year. This level is sufficient to fund current expenses and to provide reserves for future claims. lt is projected that the plan will be fully funded by 2022. As with many of these plans, the escalation of medical cost made ABAG's plan a financial burden and new enrollment to the original plan was terminated in FY2009-10. We anticipate a decrease in ARC with our upcoming actuarial evaluation due to a smaller employee pool than previously reported. ABAG's unrestricted fund balance shows a $8 million deficit. While at is technically true that ABAG'S Balance Sheet reflects a deficit fund balance, the financial health of ABAG has not changed, and if ABAG is allowed to continue to operate at its current level, the liability will be eliminated over time. April2015 Management Pa rtn e rs Metropolitan Transportation Commission and the Association of Bay Area Governments Merger Study Options Analysis and Recommendation Report Options Analysis and Recommendation Report Options Analysis Management Partners Option 4 - Create a New Regional Agency and Governance Model Description Enter into a memorandum of understanding (MOU) between MTC and ABAG to create a new govemance model that integrates the MPO (MTC) and the COG (ABAG). The MOU would set forth the principles, parameters and basic terms to guide the creation of a new regional agency and govemance model for the region. Until a new agency is created and integration achieved MTC and ABAG would remain as separate, independent agencies, including their respective missiory governance structures, legal and statutory duties, responsibilities and authorities. ABAG would statutorily continue to be responsible for those activities set forth in SB 375 regarding preparation of the SCS. Figure 9 on the following page provides a graphic depiction of this option. Options Analysis and Recommendation Report Management PartnersOptions Analysis Figure 9. Graphic Depiction of Option 4 ABAG Executive Director ABAG PLnnint .nd ics.aiah Dlt ctor.nd 22 pl.nnlnt FIE Functioa5r . Statuto.y SCS and RH A responsibilities . [oca I Sovernment coordin tion . Other retional planning pro8rams (economi. development, hou5ing, open space, trails, clihfie change, resilieft e, etc.) ABAG General Assembly and Executive Board o!0 tr EU E f tJ oz a ll, E (, E C Enter lnto Mou t implementing a nelv funding framelvorkn aolLboradoi. rcdlEd.rplkatim, ad e.f.blisia @tf,lct'lroLrtlooC, Create new govemance model + + craate new reglonal agency that integrates functional responslbilities of MPo and COG Note: Fot clorv the grophic only depicts o fuiel summory ol plonning unit Jundiohs (not the full @nge ol ABAG', qnd MTCS tesponsibilities). General lmpacts Legal Entering into an MOU would result in a formal agreement between ABAG and MTC to create a new regional agenry and govemance structure and set forth the guiding principles, Parameters and basic terms to guide its establishment. Following a determination about the govemance structure, duties and responsibilities of a new regional agenry, as well as a financial assessment OrEafl ization govemance structure and 5taff ing to b€ detemined besed 06 agreemenB aeached during the process MTC Executive Oirector MtC Plannlnt Olr..ta..nd 25 pl.nnlnt FTE Functions: . Statutory SCS and RTP responsibilitie5 . Other regional planning progranrg (equity, .limate .h.nge, bicycl€/p.d€strian, resilience, et(.) UTTC commission 53 Options Analysis and Recommendation Report Options Analysis Management Partners and proposed stalfing plan, state legislation would be required to transfer the current statutory duties and responsibilities of MTC and ABAG to the new agency. Both ABAG and MTC have ancillary JPAs staffed by their respective agency Personnel, which would have to enter into new contracts with a new agency for the same purpose iI they wish to remain alfiliated with the successor aSency. Other authorities such as the Bay Area Toll Authority (BATA) have significant authorities, duties and responsibilities as well as Iiduciary obligations that would have to be examined carefully to ensure the process would not impact operational commitments during the next several years. Financing authorities as well as bond documents would also have to be reviewed to determine whether there are any significant obstacles to a successor agency. Financial If MTC and ABAG choose an option that involves creating a new agency, a more in-depth financial assessment will be required. Such an assessment would need to include a detailed analysis of each agency's existing financial liabilities and their future impact on the finances of a newly created agency. The highJevel assessment (base assumptions) in this report is based on our experience with other mergers. Under a new regional agency, it is assumed there would be a net reduction of one executive director position in addition to one less planning director at a minimum. Given the overall merger of staff, we believe it is reasonable to expect at least a 107" overall reduction in remaining overhead costs, which is likely conservative. Efficiencies and economies of scale typically result in greater cost savings. The overall impact for both agencies is therefore projected at a $2.6 million in net annual savings, as indicated in Table 7. There would be one- time recruiting costs of $8O000 {or the new executive director and planning director positions, and one-time implementation costs (legal and consulting) of at least $50O000. This oPtion assumes that Resolution 4210 is replaced by adequate funding to avoid adverse fiscal impacts on ABAG during the period of negotiation and implementation of the new organizafion Table 7. Estimated Financial lmpact of Option 4 (s363,000)(s819,ooo)(s4s6,000)Existing Executive Directors 231,s00 475,000237,500New Executive Diredor (509,000)(311,000)(298,000) 16s,000 330,00016s,000New Planning Director (3O2,632)(1,9s4,903)(1,652,27Ll10% Reduction in Overhead Costs l52,ot6,77tl (ss61,r32)($2,s77,903l.Net Cost (Savings) Assumes 50% Split in New Costs MTC ABAG Joint Existing Planning Directors 51 Options Analysis and Recommendation Report Options Analysis Management Partners Management Until such time as a new regional agency is created, the current management, performance and accountability issues associated with preparation of the SCS and PBA would likely continue until and unless shared agreements reset how the agencies currently work together on regional planning programs and services. A new regional agency would result in a completely consolidated regional planning organization (along with other progr;uns, operations and services) under a single management and leadership structure. This would result in clear and consistent direction to staff and transparenry to the governing body or bodies and the public about who is responsible for implementing the region's vision. It would also present significant oPPortunity for the agency's management and leadership to integrate both agencies into a cohesive, efficient and well- functioning organization with a shared mission, vision and values. Existing Employees Representatbn Siarus - In a new agency, the first determination to be made would be whether to offer positions to existing employees in the two agencies or to fill positions through an open recruitment process. This decision would be made as part of the process to establish the new agency and would be done under collective bargaining rules and in consultation with existing employee groups. A bargaining unit in the new agenry would be unrepresented until such time as a majority of all employees in the unit elected to be represented by one or more unions. For the bargaining unit to become represented employees would first need to present evidence of the desire to be represented through a card check process or by signing petitions. Typically administered by the state, such an election would result in all of the employees in the agency being represented by a union if 50% plus one of the employees in the unit voted affirmatively for such an affiliation. Compensation - Compensation levels would be established as part of a meet and confer process under state law with the employees of the new agency. If they were set at the current MTC level, former ABAG stalf may see an increase in compensation depending on the position. Benefts -Benelits would be established as part of a meet and confer process under state law with employees of the new agency. They could be set to mirror the current MTC benefits, the current ABAG benefits, or a different set of benefits. Retirement Plan The retirement plan would be established as part of a meet and confer process within the options available through CaIPERS. Both agencies currently have a 2.5% @ 55 plan for "Classic" employees and the required 2'/o @ 62 plan for new plan employees. The current MTC retirement plan includes a survivor benefit while the ABAG plan does not The current MTC plan includes a 37" annual COLA white the ABAG plan includes a 2"/o COLA. Either of these options could be selected by the new agency. The current rate paid by MTC includes these options and, if both were selected, the contribution rate )) Options Analysis and Recommendation Report Options Analysis Management Partners would likely be set at the current MTC rate (although this would need to be confirmed with CaIPERS for a new agency). The employee conkibution for Classic employees would be established as part of a meet and confer process under state law. New plan employees are required to pay the full employee contribution rate setby PERS. Currently, ABAG employees pay a 1olo retirement contribution with this amount increasin g to 2o/o and 3o/" over the next two years. Classic MTC employees pay a 5.73% retirement contribution, increasing to 87o over the next several years (depending on employer share increases each year). ABAG's new plan members pay the full 6.25% contribution rate and MTC's new plan employees pay the fuII6.5% contribution rate. The difference in contribution rate is due to the indusion of a survivor benefit and a higher COLA in the MTC plan. Retiree health benefits would be established as part of the collective bargaining process between the employees and the new agenry. They could be set to mirror the current MTC benefits, the current ABAG benefits, or a combination of the two. Employees that have already retired would see no change to their retiree health benefits if the new agency were able to assume the ongoing cost. A decision to include or exclude employees from Social Security would be made as part of the meet and confer process under state law. Currently, ABAG employees are covered under Social Security while MTC employees are not. ABAG employees have a payroll deduction for Social Security contributions while MTC employees do not. Policy A new agenry and govemance model presents an oPPortunity to integrate the two agencies responsible for regional land use and hansPortation planning and associated services and programs into a transparent and more accountable policy structure. It would also provide an opportunity to establish a clear vision for the region. Duplicate committees addressing similar issues could be eliminated, which would also mean a much more efficient use of elected officials' time. Alternative governance models provide a range of options to meet the interests of the region's local govemments and stakeholders, including multiple govemance structures responsible for different missions of the new agency, e.g., the MPO or transportation, the COG, and administration (executive board) within an overarching policy body. Vofing structures among the governing bodies can be weighted in accordance with various factors, including populatiory or by certain categodes. A. Operational Effectiveness and Accountability Creation of a new regional agenry should provide for clear staff roles and responsibilities for Plan Bay Area. However, it will take a minimum of a year (likely more) to establish and additional time to implement this option, and therefore it will have little impact on the PBA 2017 process which is likely to be nearing conclusion or be completed by the time a new agency can be operational. For this option, we assume a new funding frameworkwould be 56 Options Analysis and Recommendation Report Options Analysis Managemeni Partners implemented and the respective roles for ABAG and MTC in regard to PBA would continue until a new agency is created. As discussed under Option 1, while some modest incremental improvements could be made for the current PBA 2017 process in comparison with the PBA 2013 process through improved coordination and a dispute resolution procesq many of the same issues of operational effectiveness and accountability are likely to remain until a new agency is created. This option would result in the integration of land use and transportation planning programs and services under one unified agency. A new, integrated and unified agency under one management and leadership structure would clarily and streamline staff roles and responsibilities and improve accountability. A single integrated agency should also provide increased career opportunities for staff within a larger agency' B. Transparency in Policy Decision Making In the near term this option is unlikely to address concems with the roles and responsibilities for PBA 2017. The fundamental problems associated with having two agencies with overlapping responsibilities for the same plan will not be resolved until a new agency is created. Once a new agency is created, there should be significant imProvements in strearnlining the process, both for staff and for elected officials. A new committee structule would likely be created, allowing for less overlap in responsibility and fewer overall meetings. The PBA process would go through one agenry rather than two, allowing for stakeholders to befter follow and engage in the Process. whether PBA will be seen as the product of "representative decision making" will largely depend on the structure of the goveming body or bodies. In any regional agency smaller luiisdictions want their interests and unique circumstances to be respected and their concems understood. The interests of the more populous cities and counties are that programs and funding serve locations with the majority of the population of the region. These two interests must be addressed and balanced in any new govemance skucture' A single agency serving the region will be able to tackle some of the issues facing the region in a more holistic and comprehensive manner, including new issues as they arise' The administrative and other savings that can be expected by combining two agencies into a single agenry could be used to support new poliry initiatives. C. Core Service Delivery and Financial Sustainability Option 4 assumes the continuation of the 2014 Funding Framework until a new agency is crlated. We estimate that a new agency would lead to annual savings of $2.6 million after an estimated one-time cost of at least $500,000 to create it. Both organizations are much more than planning agenciet and provide a range of services in addition to their role in preparing and implementing PBA. ABAG',s programs include the Estuary Projec! its insurance pool, and assisting local govemments with resilience and emergency planning. These services are valued by its member agencies. In addition to its role in 57 Options Analysis and Recommendation Report Options Anatysis Management Partners manaSing and distributing transportation funds, MTC (including its associated agencies such as the Bay Area Toll Authority) has significant programmatic responsibilities, including the 511 system, oversight ofbridge operations and maintenance, and the Clipper Card system. MTC is somewhat unusual among MPOs we examined in the amount of local and state funding it manages in addition to federal funds, and the degree to which it has operational responsibilities; however, it is not unique. The San Diego Association of Govemments (SANDAG) has operational and capital improvement responsibilities and approximately as large an overall budget as MTC. Large local govemments in the Bay Area also manage comparable budgets and operations, and provide an even larger range of operations and programs than MTC, including significant land use, capital improvement, planning and policy responsibilities. While unifying two agencies into a single agenry will present challenges, we have not identified any overt operational obstacles (pending legal review) to that unification. Existing MTC operations and programs should transition to a successor agency relatively seamlessly (pending legal review) with little operational impact. With a comparatively secure financial foundation and significant savings from agenry unificatio& the new agenry should be able to maintain and expand core service programs, and provide adequate administrative support for programs and services. A new agency provides an opportunity for a more integrated, consistent and comprehensive approach to all regional programs and services, including implementation of PBA. Assurning a continuation o{ current grantt service programs and dues revenue, with less duplication and more cost-effective agenry administration, the new agenry would have additional resources to broaden its mission. This would allow it to become a partner with local govemments in several areas in addition to implementing PBA, including assisting local govemments and stakeholders in addressing other issues of significant regional concerry such as housing policies and resilience. D. lmplementation Viability Creating a new regional agency will require legislation at the state level. It will also require approval from the MTC and ABAG goveming bodies as well as associated fPAs and other authorities. The complexity of this process has not been examined in depth, but we believe it to be one that will take some time. The major challenge in implementing this option will be reaching agreement among the many interests and stakeholders on a new Sovernance structure that strikes the appropriate balance between their various interests. A new agenry also provides a different opportunity for employee representation in the collective bargaining process to be determined' Once created, a single larger, organization with secure and stable financial resources is more likely to be able to recruit and retain qualified staff. With a strong financial foundation, the new agency should be able to maintain benefits for current and future retirees, although this has not be assessed. This option would implement the strong stakeholder interest in a having a unified 58 Options Analysis and Recommendation Report Options Analysis Management Partners planning agency. The option's ability to foster supPort from local govemments will depend in large measure on the govemance structure ultimately agreed on for the new agency. Based on the above criteria analysis, Figure 10 Presents the overall numeric assessment for Option 4 across five major areas. Figure 70. Citeria Assessment Oumtiew for Option 4 Option 4. Create New AgencY A. op.r.doml E tGcirvenaas .nd A..ount blllty B. Transparanay ln Pollcy DCclslon Maklng C. Coae Sarvlcc Oanvory .nd Fln rd.l slnt in Ultty D. Ea. ot lmphaneflradoir E, lmpl€|l|.ntadolr SiDport 991010-) 59 Options Anatysis and Recornrnendation Report Options Analysis Management Partners Option 7 - Enter into a Contract between ABAG and MTC to Consolidate Staff Functions under One Executive Director and Enter into an MOU to Pursue New Governance Options (Full Functiona! Consolidation) Description Enter into a contract between ABAG and MTC to provide staffing for all ABAG statutory duties and responsibilities, a work program, functions agreed to be transitioned, as well as the role of the executive director with respect to the ABAG policy body. Enter into a memorandum of understanding (MOU) between MTC and ABAG to establish a timeframe for considering a new govemance structure and to set forth principleq goals and parameters for pursuing new govemance options. The ABAG fPA and MTC govemance structures, as well as their statutory roles and responsibilities, would remain unchanged. Within a timeframe agreed upon, evaluate the existing governance structure for efficiencp effectiveness and transparency and decide whether to create anew regional govemance model. The ABAG and MTC govemance structures and consolidated agency would remain in place as well as their statutory authorities, duties and responsibilities until and unless a new regional agency and/or governance structure is agreed upon and implemented. Figure 15 on the following page provides a graphic depiction of this option. 76 Options Analysis and Recommendation Report Options Analysis Management Partners Figure 15. Graphic Depiction of Option 7 A8A6 General Assemblyand Executive Soard G contraat ior rarvLa .nd.ntcrifto MoU to punua nar tov.mrn.. optlona t Aal6 rd.in5.ltcictrY lnd par icy ow.. ith ov.r (ufkt r!.niory ro .t Evaluate the exlstlng governance structure for efficlency, effectiveness and transparency + + Note: Fot clority, the grophic only depicts d briel summory oI plonning unitfundions (notthefull ronge ol ABAc's ond MTc's responsibilities). General lmpacts Legal MTC would become the legal counsel for the ABAG fPA as well as its enterprise functions and other fPAs to the extent the latter authorities agree to the transition. ABAG staff provides support to four IPAs, which would have to enter into new contracts with MTC for the same purpose. ABAG financing authorities as well as bond documents would also have to be reviewed to determine actions which might have to be taken to respond to any obstacles or Iiabilities if MTC assumes oversight in these areas. Exacutivc Dlrcctor con.olld.l.d O.partm.nt!.nd Ent rDrha Sa]vlc.! . All existing ABAG and MTC functions . Enterpaise services 77 MTC Commission Declde whether to create a new regional gov€mance model Altemative5 for o.ganization Bovemanc€, structure and stafiing to b€ analf2ed Options Analysis and Recommendation Report Options Analysis Management Partners Should a new govemance model be agreed on, legislative action by ABAG and MTC as well as state legislation would likely be required to transition to a new model. Financial If this option is pursued, a more in-depth financial assessment will be required. Such an assessment would need to include a detailed analysis of each agenry's eisting financial liabilities and their future impact on the finances of MTC, or if pursued, a newly created agency The outcome of this option in terms of organizational savings is the same as Options 4 and 6: there would be a net reduction of one executive director and one director of Plannin& and given the merger of staffs, it would be reasonable to exPect a 10% overall reduction in remaining overhead costs. The overall impact for both agencies is therefore projected at a $2.6 million net annual savings, as indicated in Table 10. In additioru it is estimated there would be one-time recruiting costs of $80,000, and one-time implementation costs (legal and consulting) of $500,000. This option assumes that Resolution t1210 is replaced by adequate funding to avoid adverse fiscal impacts on ABAG during the period of contract negotiation. Table 10. Estimated Financial lmpact of Option 7 Management Consolidating the ABAG and MTC staff would result in a more comprehensive regional plaming organization under a single management and leadership structure. This would result in efficiencies, cost savings and more effective use of stalf resources including streamlining the preparation of PBA. Under contract to ABAG, the combined staff will be assurning suPPort to all of ABAG's poliry bodies, duties and responsibilities. MTC will need to adjust its organizational structure to accommodate ABAG functions and services. Following an analysis of the duties and responsibilities of ABAG staff, some positions may also no longer be required when the functions are consolidated in MTC. ABAG's commitment to providing assistance to its member agencies in a number of areas will also need to be supported and continued in the new framework. Nonetheless, the consolidation (s363,000)(54s6,000)Existing Executive Directors 237,500 475,000237,500 (298,000)(609,000)(311,000)Existing Planning Directors 165,000 330,000165,000 (3O2,632)1t,6s2,277]. l$2,016,7711 (ss51,132)ls2,s77,9O3lNet cost (savings) Assumes 50% Splh in New Costs MTC ABAG Joint (s819,000) New Executive Diredor New Planning Director 10% Reduction in Overhead Costs (1,954,903) 78 Options Analysis and Recommendation Report Management PartnersOptions Analysis Eigure L6. Citeria Assessment Orrcruiew fur Option 7 A. op.r.doo.l EffGCtfuenaaa .nd A..ount Hllty B. fanrpaEa<y ln Poncy D.c&foi M.Un8 c care Sc,Yka Dafivery .rd Flnlr.lj Sust tur.Hllty D. Easa o{ lmpaamentadon €. lmphrn nt tlor Support 10 8 These options are intended to frame possible approaches at this time. There may be elements or components of one that might be transferable or incorporated into another option, especially with respect to implementation mechanisms, e.8., a contract, resolution or MOU. The Executive Summary of this report provides a summary of Management Partners', conclusions regarding these options and our recommendation for a path forward. 7 10 -) E3 Optaon 7. ConsolidateAll Staff and Pursue New Governance BURLiNOA|T Library Board ofTrustee Minutes March 15, 2016 Call to Order Secretary Donaldson called the meetin8 to order at 5:30PM. II.Roll CaIl Trustaes Present: Staff Present: KerbeyAltmann, Debra Donaldson, Randi Murray, Mike Nagler, Lisa Rosenthal Brad McCulley, City Librarian, Tommy McMahon, Reference Adult Services Manager, Cynthia Rider, Reference Librarian Sidney Poland, Recorder II Library Board of Trustee Minutes The February 23,2016 revised Board ofTrustee Minutes were unanimously approved. M/S/C (Rosen*rallNagler) IV. Corresuondence and Information StaUstics Circulation statistics atthe main increased 109.54o/o from 22,689 for February 2015 to 47,542 . for February 2016. This increase is due to the fict that in February of 2015 the Children's Deparurent was under construction and all children's programs were held at Easton. Eaiston ' circulation for February 2016 of7,116 shows a decrease of-28.42%o from the 2015 circulation of 9,941 because the maiority ofchildren's programs returned to the main library. V. Repgrts A. City Librarian's Report - Highlights 1. Personnel - Klara Kim of the Children's Department last day will be March 8o'. Klara is movingto New Mexico, Cynthia Rider is our newAdult Services Librarian. The Children's DeparEnent has two new staffmembers Annie and Dora. Recruitments for a full time Reference Librarian, Permanent Part Time Children's Libiarian and full time Technical Service Departrnent IT Library Assistant ara in progress. 2. Caf6o Ghada reports that more patrons are beginning to frequent the Caf6. Business is . slowly growing. . o Brad will advise Ghada that Styrofoam containbrs cannot be used' . - The Trustees wanted to support the Caf6 by providing a check to Ghada for 60 $5.00 coupons that will be given to staffto use at the Caf6' Maryam will desiga the ' colipons. Brad will give them to the staff. 3. Safety Updateo 0n March 30th, Bart Spencenofthe County Fire Depaptment will hold emergenry training for a specific disaSter, such as an earthquake, in the Lane Room for all staff.. Bloodbourne Pathogen reftesher course will be held April 5* for Library and Parks and Recreation staff. 48 o Wtmrose Road' Bulin4arv Cahfu rnia g 4oto - 4o87 Phonc (6sd ss8-zq7a' Bat(65o\ 7+z-6295' www"brrlin4ane ory/W*y FUBLIC LIBRARY I, 4. Marketing update - Brad provided minutes of the Marketing MeetinS forthe Trustees to review. B. Foundation Report The Book & Author Luncheon is almost sold out. The April book sale will be held Friday April 15ti, through Sunday April 17o. VL Unfinished Business A. Strategic Plan 1. Jan; Light - Trustee Donaldson noted that that the "due diligence" procedure for lane Light providetl by Monique ziesenhenne, Director of t]1e Palo Alto city Library- gave tlie Trustees a positive narrative ofiane Light's experience and expertise as a qualified stiategic planner,' 2. Harwood Institute -The California State Library is offering a program througl The Harwood Institute that offers a training opportunityto provi(e Libraries withski-lls and . ideas to effectively encourage their community to express what role it wants the Libraryto' play in helping to develop aitronger community.. The goal is for the Library to-"turn outward to t}re com-uniy, andwhenever possible use t-lle lmowledge gained from community members to cieate and dev6lop programs and serviceg that they really care . about Brad has sent in applications for 5 staffmembers to attend' B. Librariin ScholarshiP 1. Equitable Grant,- -Brad spoke with staffmembers-who are currently att€ndin-g library scho6l and working at our Library as well as those who recently received their MLS, regarding possible terms and conditions for receiving the scholarship. staff members iniolved-aireed that the terms and conditions thd Trustees discussed were acceptable. They exprJssed the view that they did not like a competitive scholarship and felt that the funis should be distributed equally. It was also agreed upon that a specified grade average should.be maintained. z. Scholarship Funding The Foundation is reviewing various ways that it might be able to assist inthe distribution of the funds for the Library Scholarship. C. Analytics on Demand Database Brad has receivea infor.rtion f.om Pacific Library Partnership that for the first 15 months the pro$am is free of charge. Library staff members Patty Flynn, Megan Wong and Ray ' Delara will attend the training. VIII. Nels Eusitrcss' A. Repair,Caf6.Trustee Rosenthtrl presented the idea of promoting a l'Repair caf6" as a Library Project to the Citizens Environmental Council. Th; CEC is on board with the concept and Terry Nagel will co-chair the project with Lisa..Possible sites both inside and outside the Librarywere discussrid. The biggest challmge will be to find reliable people to make the.repairs. on various items. Brad will contact the Director, ofthe Sunnyvale Library to find out how their . "Repair Caf6" ris managed. B. Burlingame Library Bike Station- iolnn]i r\,r.rurri,on, Adult Surrri."s Manager, has appli6d for a grant througl the Pacific Library partnership 2015-2016 Grant Program to fund the Burlingame Library Bike Station' , The station would te located near the bicycle rack The glant request is being reviewed' Z C. Reference Departrnent Oveffiew Highlights - TommyMcMahon' . Tommy introduced Cynthia Rider who is the new Reference Librarian. Clmthia oversees the fictio4 mystery and books on CD collectioris, as well as helping to manage adult programs. Cynthia was formerly a Reference Librarian at the Foster City Library' o As Adult Services Manager, Tommy oversees the Reference budgeg processing ofbooks, . CD's, audio books, e books, and videos, as well as keeping the collection up to date otherwise known as "weedingi'. . . Recently Tomrny formed a commiftee to help update the table displays to produce a fresh look and provide a more inviting selection of materials. . Special projects is another facet ofTommy's responsibilities. He recently completed a ,,scan lt'-'project whereby photos old and new can be scanned onto a flash drive and t}ten put on an indMdual computer or made into a photo album' . currently Tommy is working on a Pod cast Project entitled Me, You, we. This is a LSTA . glant funded project that is part of his time in the Eureka Leadership Program' He has interviewed a few participants and is looking for other int'erested people The purpose ofthe proiect is to ielate the personal stories told by the participants in the hopes of giving the residents of the area a better sense ofwho the people arb who live and work in thJ community. Trustees Murray and Rosenthal offered to give Tommy the hames of potential particiPants; IX. Adiournment the rneeting was adjourned at 7:20PM. MSC (Rosenthal/Murra, The next meetingof the Library Board ofTrustees will be held April 19, 2016 in the Library conference Room. Resp y Submitted, rad M City Lib an 3 7 >f t-6 *. 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Cvz -- -r .', ? z.' -a>E 4a<3 P2 E tJ o\ E l.J =-a .-.t - N) l.J o, --lrI -tozva!(, - FlzI I'J "oo{ I.) 3 NJ's { a --J v i zz z a oo \o N\o 5 \o O OO -lJ 7 C o (, rn o, \o NJN) co jo oo oo ._l O \o z z Ea F )-: E :-.: E: N-:o.!=' dr'0Q>P .ja o. @ NJ E O t-) \o\o N) ao N)@ l.J oo { oo @ o NJ l.J ao 4 - t.)\o o\-{ { 5 i.Jt., 5 .J c,\ 6 l.J 5 coa tJ\ o\ STAFF REPORT MEETING DATE: May 16,2016 To:Financing Authority Board of Directors Date: May 16,20'16 From: Carol Augustine, Finance Director - (650) 558-7222 Adoption of a Resolution of the Burlingame Financing Authority Approving the lssuance of Not to Exceed $19,500,000 Aggregate Principal Amount of Water and Wastewater Revenue Refunding Bonds to Refund Burlingame Financing Authority Water and Wastewater Revenue Bonds Series 2007; Authorizing the Execution and Delivery of lnstallment Sale Agreements and a Bond Purchase Contract; Approving the Form of the Official Statement; and Authorizing Execution of Documents and the Taking of All Necessary Actions Relating to the Financing Staff recommends that the Financing Authority Board of Directors adopt the Resolution approving all actions relating to refinance the 2007 Water and Wastewater Revenue Bonds. On April 26, 2007, the City (via the Burlingame Financing Authority) issued $25.18 million of Water and Wastewater Revenue Bonds, Series 2007 (2007 Bonds"). The 2007 Bonds financed various capital improvements to the City's Water System and Wastewater System. Pursuant to the 2007 Water lnstallment and Wastewater lnstallment Sale Agreements, the City makes debt service payments secured by revenues from the water and wastewater enterprise systems. The 2007 Bonds are currently outstanding in the amount of $19,525,000, with interest rates ranging from 4.00/o to 5.0o/o. The remaining principal currently matures lrom 2017 to 2031. The 2007 Bonds can be prepaid beginning April 1,2017 at a call price of 100% (no prepayment penalty). Municipal interesl rates continue to be at historically low levels. The Federal Reserve supported the current low interest rate environment by continuing to use economic policies (e.9. "quantitative easing") to keep interest rates low through 2015. Despite an increase in shortterm rates adopted in December 2015, slowing global growth trends and oil market volatility have supported a continued low interest rate environment. ln addition, investors remain drawn to the safety of municipal bonds. The higher level of investment in these instruments has put upward pressure on demand. Based on the existing favorable interest rate environment and potential 1 AGENDA ITEM NO: FA-3a Subject: RECOMMENDATION BACKGROUND DISCUSSION Water and Wastewaler Revenue Refunding Bonds 2016 - Financing Authority May 16, 2016 for future volatility in the municipal market, it is prudent to place the City in position to refinance the 2007 Bonds for significant savings. Based on current interest rates, refinancing the 2007 Bonds can save the City about $'1.9 million of savings over the remaining life of the bonds (equal to approximately $126,000 of annual savings over the next 15 years). Put another way, the City will save $1,597,000 in today's dollars, which is equal to 8.17% of the refunded bond amount. Typically, municipal issuers set a minimum present value savings goal equal to 3% of the refunded bond amount to determine if a refinancing is worthwhile to pursue. The 2007 Bonds currently have an "AA+" rating from Standard & Poor's. lt is expected that the upcoming 2016 Refunding Bonds will receive the same rating based on the strong credit characteristics of the City and its enterprise systems. This strong rating will enable the City's bonds to garner better interest rates from investors relative to other bonds that are currently being sold in the municipal market. Depending on market conditions, the Bonds are scheduled to be sold in mid-June 2016 and are expected lo close in early July 2016. The City will have the ability to modify this schedule based on the state of the municipal market and expected savings. The proceeds will be deposited in an escrow fund and invested in U.S. Treasury securities until the prepayment date. These proceeds will be sufficient to prepay the outstanding 2007 Bonds on April I , 20'17. Orrick, Herrington & Sutcliffe LLP will serve as Bond Counsel. Stifel Nicolaus will serve as Underwriter for the bonds, which will be sold on a negotiated basis. Public Financial Management (PFM) will serve as Financial Advisor for this transaction. Copies of the Resolutions, Water lnstallment Sale Agreement, Wastewater lnstallment Sale Agreement, Bond Trust Agreement, Escrow Agreement, Preliminary Official Statement and Bond Purchase Agreement are available for public inspection at the Otfice of the City Clerk. Electronic copies are also available for e-mail to Council members as well as interested members of the public by contacting the City Clerk. The blanks in the Preliminary Official Statement and Bond Purchase Agreement are intentional and will be filled in once the issuance moves forward and the bond sale is completed. The average interest rate on the new refunding bonds is estimated to be between 1.0o/o and 2.75% (versus existing rates o'f 4.00o/o - 5.00%), which will generate about $1.9 million of savings over the remaining life of the bonds (equal to about $126,000 of annual savings over the next '15 years). Put another way, the City will save $1,597,000 in today's dollars, which is equal to 8.17o/o of the refunded bond amount. Typically, municipal issuers set a minimum presenl value savings goal equal to 3% of the refunded bond amount to determine if a refinancing is worthwhile lo pursue. There is no increase in the repayment term of the bonds. The final maturity will remain 2031. FISCAL IMPACT 2 waler and Wastewater Revenue Refuncling Bonds 2016 - Financing Authority May 16, 2016 The total "all-in" cost of issuing the new refunding bonds is $350,000, or 1.75o/o, which has already been factored into the savings statistics stated above. Exhibits: Resolution of the Burlingame Financing Authority Authorizing the lssuance and Sale of the Water and Wastewater Revenue Refunding Bonds to Refund Water and Wastewater Revenue Bonds Series 2007; Authorizing the Execution and Delivery of a Trust Agreement, lnstallment Sale Agreements, a Bond Purchase Agreement, and Escrow Agreement and an Official Statement; and Authorizing Execution of Documents and lhe iaking of All Necessary Actions Relating to the lssuance of Bonds lnstallment Sale Agreement (Water System) between the City of Burlingame and the Burlingame Financing Authority, Dated as of June 'l , 2016 lnstallment Sale Agreement (Wastewater System) between the City of Burlingame and the Burlingame Financing Authority, Dated as of June 1, 2016 Trust Agreement between the City of Burlingame and The Bank of New York Mellon Trust Company, N.A., Dated as of June 1 , 2016 Escrow Agreement between the City of Burlingame and The Bank of New York Mellon Trust Company, N.A., Dated as of June'1, 2016 Preliminary Official Statement Bond Purchase Agreement Continuing Disclosure Certifi cate 3 BURLINGAME FINANCING AUTHORITY RESOLUTION NO. RESOLUTION AUTHOR]ZING TIIE ISSUANCE AND SALE OF WATER AND WASTEWATER RE\'ENUE REFUNDING BONDS TO R.EFI]ND WATER AND WASTEWATER R-EVENUE BONDS, SERJES 2007; AUTIIORIZING THE EXECUTION AND DELryERY OF A TRUST AGR"EEMENT, INSTALLMENT SALE AGREEMENTS, A BOND PURCIIASE AGREEMENT, AN ESCROW AGREEMENT AND AN OFFICIAL STATEMENT; AND AUTIIORIZING EXECUTION OF DOCUMENTS AND THE TAKING OF ALL NECESSARY ACTIONS RELATING TO TIIE ISSUANCE OFTHE BONDS WHEREAS, the Burlingame Financing Authority (the "Authority') was duly created and established on May 15, 1995; and WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Govemment Code of the State of Califomia (the "Marks-Roos Local Bond Pooling Act of 1985"), the Authority is authorized to issue bonds for financing or refinancing public capital improvements whenever there are significant public benefits; and WHER"EAS, the Authority desires to authorize the issuance of not to exceed $19,500,000 aggegate principal amount of Burlingame Financing Authority Water and Wastewater Revenue Refunding Bonds, Series 2016 (lhe "Bonds") for the purpose of refunding the Authority's Water and Wastewater Revenue Bonds, Series 2007 (the "Prior Bonds"); and WHEREAS, this Board of the Authority hereby determines that there are sigrrificant public benefits, including through demonstrable savings in the effective interest rates and bond issuance costs expected to be paid for the Bonds issued to refund the Prior Bonds, and that it furthers the public purpose to assist in such financing; and WHERIAS, the Authority and City of Burlingame (the "City'') will enter into a Bond Purchase Agreement (the "Bond Purchase Agreement") for the Bonds with Stifel, Nicolaus & Company, Incorporated (the "Underwriter"); and WHEREAS, this Authority now desires to approve the form and authorize the distribution of a preliminary form of the Official Statement describing the Bonds and a final Official Statement for the Bonds; and WHER-EAS, the Authority desires to enter into a Trust Agreement (the "Trust Agreernent") rvith The Bank of New York Mellon Trust Company, N.A. (the "Trustee"), for the purpose of securing the Bonds; and WIIERLAS, in order to refund the Prior Bonds, the Authority desires to enter into a 2016 Installment Sale Agreement (Water System) and a 2016Installment Sale Agreement (Wastewater System) (collectively, the "Installment Sale Agreements") with the City; and OHSUSA:?64986809.1 WHEREAS, in order to refund the Prior Bonds, the Authority desires to enter into an escrow agreement (the "Escrow Agreanent") with the trustee for the Prior Bonds; and WHEREAS, there have been presented to this meeting proposed forms of the Trust Agreernent, Installment Sale Agreements, Bond Purchase Agreement, Escrow Agreement and Official Statement; NOW THER-EFORE, the Goveming Board of the Burlingame Financing Authority hereby finds, determines, declares and resolves, as follows: Section 2. The issuance of the Burlingame Financing Authority Water and Wastewater Revenue Refunding Bonds, Series 2016, in an aggregate principal amount not to exceed $ 19,500,000, is hereby approved. Section 3. (a) The proposed form of Trust Agreement by and between the Authority and Trustee, on file with the Secretary of the Authority, is hereby approved. The Executive Director of the Authority (or other officer designated by the Executive Director) is hereby authorized and directed for and in the name and on behalf of the Authority, to execute and deliver a trust agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The date, mah:rity date or dates (not to exceed April 1,2031), interest rate or mtes (not to exceed a true interest cost of four perc ent (4%) per arurum), interest payment dates, series, denominations, forms, registration privileges, manner of execution, place or places of payment, terms of redemption and other terms of the Bonds shall be as provided in said Trust Agreement, as finally executed. (b) The Bank of New York Mellon Trust Company, N.A. is hereby approved and appointed as Trustee of the Authority with respect to the Bonds, and shall be authorized to act as Trustee in accordance with the terms of the Trust Agreement. Section 4. The proposed form of 2016 lnstallment Sale Agreement (Water System), by and between the City and the Authority, on file with the Secretary of the Authority, is hereby approved. The Executive Director (or other officer designated by the Executive Director) is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver an installment sale agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of said installment sale agreement shall end no later than April 1, 203 1. Section 5. The proposed form of 2016 Installment Sale Agreement (Wastewater System), by and between the City and the Authority, on file with the Secretary of the Authority, is hereby approved. The Executive Director (or other oflicer desigrrated by the Executive Director) is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver an installment sale agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively oHSU'A.7649E6E.9.J n Section 1 . The foregoing recitals are true and correct and the Authority hereby so finds and determines. Section 8. The proposed form of Official Statement relating to the Bonds (the "Official Statement"), on file with the Secretary of the Authority, is hereby approved. The Executive Director (or other officer desigrated by the Executive Director) is each hereby authorized and directed, to execute and deliver an OfEcial Statement in substantially said form, with such changes therein as such offrcer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Underwriter is hereby directed to distribute copies of the Official Statement to all actual purchasers of the Bonds. Distribution by the Underwriter of a preliminary Official Statement relating to the Bonds is hereby approved and the Executive Director (or other officer desigrrated by the Executive Director) is hereby authorized and directed, to execute a certificate confirming that the preliminary Official Statement has been "deemed final" by the Authority for purposes of Securities and Exchange Commission Rule 15c2-12. Section 9. The Executive Director (or other officer designated by the Executive Director) is hereby authorized on behalf of the Authority to execute a Continuing Disclosure Certificate containing such covenants of the Authority as shall be necessary to comply with the requirements of Securities and Exchange Commission Rule 15c2-12. The Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of such Continuing Disclosure Certifi cate. Section 10. The Board hereb y designates Stifel, Nicolaus & Company, Incorporated as the Underwriter for the Bonds, Orrick, Herrington & Sutcliffe, LLP as Bond Counsel and Public Financial Management, Inc. as Financial Advisor. Section I l. The officers and directors of the Authority are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all OHSUSA:?64986809.3 --) - evidenced by the execution and delivery thereof; provided, however, that the term of said installment sale agreement shall end no later than April l, 203 1. Section 6. The proposed form of Escrow Agreement, by and between the Authority and the trustee for the Prior Bonds, on file with the Secretary of the Authority, is hereby approved. The Executive Director (or other officer designated by the Executive Director) is hereby authorized and directed, for and in the name and on behalfofthe Authority, to execute and deliver an escrow agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. The proposed form of Bond Purchase Agreement among the Authority, the Underwriter and the City, on file with the Secretary of the Authority, is hereby approved. The Executive Director (or other officer desigrrated by the Executive Director) is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver a bond purchase agreement in substantially said form, with such changes therein as such oflicer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, the underwriting discount (not including original issue discount) shall not exceed one percent (1%) of the aggregate principal amount of the Bonds. documents and certificates which they deem necessary or advisable il order to consummate the issuance, sale and delivery of the Bonds and otherwise to effectuate the purposes of this Resolution and the transactions contanplated hereby, including, but not limited to, obtaining municipal bond insurance for the Bonds. Section 12. The officers and board members of the Authority are hereby authorized and directed, jointly and severally, to execute and deliver any Certificate of the Authority or Written Request of the Authority required to be delivered pursuant to the Trust Agreement. Section 13. This Resolution shall take effect from and after its adoption. OHSUSA:764986809.3 -4- I hereby certify that the foregoing is a full, true and colrect copy of a resolution duly passed and adopted by the Burlingame Financing Authority at a regular meeting thereof held on the _ day of May, 2016, by the following vote of the mernbers thereof AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: Secretary OHSUSA:764986809.1 -5- SECRETARY'S CERTIFICATE I, Meaghan Hassel-Shearer, Secretary of the Burlingame Financing Authority, do hereby certiff as follows: The foregoing resolution is a full, true and correct copy of a resolution duly adopted by a vote of a majority of the members of the Goveming Board of said Authority at a special meeting of the Goveming Board of said Authority duly and legally held at City Hall, Burlingame, Califomia, on May _,2016, of which meeting all of such members had due notice, as follows: AYES: NOES: ABSTAIN: ABSENT: An agenda of said meeting was posted at least 72 hours before said meeting at 501 Primrose Road, Burlingame, Califomia, a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda. I have carefully compared the foregoing with the original minutes of said meeting on file and of record in my office, and the foregoing is a fuIl, true and correct copy of the original resolution adopted at said meeting and entored in said minutes. Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in frrll force and effect. Dated:2016. Secretary of the Burlingame Financing Authority OHSUSA:764986E09.3 2016 INSTALLMENT SALE AGR"EEMENT (WATER SYSTEM) This 2016 INSTALLMENT SALE AGREEMENT (WATER SYSTEM) (the "2016 lnstallment Sale Agreement"), dated as of June l, 2016, by and between the CITY OF BURLINGAME, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Califomia (the "City"), and the BURLINGAME FINANCING AUTHORITY, a joint powers agency duly organized and existing under and by virtue of the laws of the State of Califomia (the "Authority''); WITNESSETH: WHEREAS, the City has heretofore determined that the financing of the acquisition of certain additions, betterments, extensions and improvements as hereinafter described (the "2007 Project") to its municipal water system were necessary and proper for City purposes and uses under the terms of applicable law and were for the common benefit of the City as a whole; and WHEREAS, the Authority heretofore determined to acquire and construct the 2007 Project for, and sell the 2007 Project to, the City; and WHEREAS, pursuant to the 2007 Installment Sale Agreement, dated as of March l, 2007 (the "2007 lnstallrnent Sale Agreement"), by and between the City and the Authority, the City heretofore determined to make installment sale payments (the '2007 Installment Sale Payments") to the Authority for the purchase of the 2007 Project; and WHEREAS, the City has determined that it is in the best interests of the City and its residents to refund the City's obligation to make the 2007 Installment Sale Payments, and the Authority is willing to assist the City in effecting such refunding; and WHEREAS, in order to refinance the 2007 Project, the City has determined to sell the 2007 Project to the Authority and repurchase the 2007 Project through the 2016 lnstallment Sale Agreement; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of the 2016 Installment Sale Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into the 2016 lnstallment Sale Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: OHSUSA:761986993.3 ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this section shall for all purposes hereof and of any amendment hereof or supplement hereto and of any opinion or report or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any ofthe terms defined herein: Accountant's Report 'Accountant's Report" means a report signed by an lndependent Certified Public Accountant. Accreted Value "Accreted Value" means, with respect to any Capital Appreciation Bonds, as of the date of calculation, the initial amount thereofplus the interest accrued thereon to such date of calculation, compounded fiom the date of initial delivery at the approximate interest rate thereof on each April 1 and October 1, as determined in accordance with the table of accreted values for any Capital Appreciation Bonds prepared by the City at the time ofsale thereof, assuming in any year that such Accreted Value increases in equal daily amounts on the basis of a year of three hundred sixty (360) days composed of twelve (12) months of thirty (30) days each. Authority "Authority'' means the Burlingame Financing Authority, a joint powers authority duly organized and existing under and by virtue of the laws of the State of Califomia and a Joint Exercise of Powers Agreement, dated May 15, 1995, between the Redevelopment Agency of the City of Burlingame and the City. Authoritv Bonds "Authority Bonds" means the Water and Wastewater Revenue Refunding Bonds, Series 2016, issued by the Authority under and pursuant to the Trust Agreement. Bonds "Bonds" means all revenue bonds of the City authorized, executed, issued and delivered by the City under and pursuant to applicable law, the interest and principal and redemption premium, if any, payments under and pursuant to which are payable from System Net Revenues on a parity with the payment of the 2016 lnstallment Payments. 2 OHSUSA:7649E6993.3 Business Day "Business Day'' means a day that is not a Saturday, Sunday or legal holiday on which banking institutions in the State of New York or Califomia are authorized to remain closed, or a day on which the Federal Reserve system is closed. "Capital Appreciation Bonds" means any Bonds described as such when issued eiry "City''means the City of Burlingame, a municipal corporation duly organized and existing under and by virnre ofthe laws of the State of California. "Code" means the Intemal Revenue Code of 1986, as amended, and the regulations issued thereunder. Contracts "Contracts" means all installment sale contracts, loan agreements, capital leases or similar obligations of the City authorized and executed by the City under and pursuant to applicable law, the interest and principal and prepayment premium, if any, payments under and pursuant to which are payable from System Net Revenues on a parity with the payment of the 2016 Installment Payments, including, but not limited to, the 2011 Contract and the 2013 Contract. "Debt Service" means, for any Fiscal Year, the sum of (l) the interest accruing during such Fiscal Year on all outstanding Bonds, assuming that all outstanding serial Bonds are retired as scheduled and that all outstanding term Bonds are redeemed or paid from sinking fund payments as scheduled (except to the extent that such interest is to be paid from the proceeds of sale of any Bonds), (2) that portion of the principal amount of all outstanding serial Bonds maturing on the next succeeding principal payment date that would have accrued during such Fiscal Year if such principal amount were deemed to accrue daily in equal amounts from the next preceding principal payment date or during the year preceding the first principal payment date, as the case may be, (3) that portion of the principal amount of all outstanding term Bonds required to be redeemed or paid on the next succeeding redemption date (together with the redemption premiums, if any, thereon) that would have accrued during such Fiscal Year if such principal amount (and redemption premiums) were deerned to accrue daily in equal amounts from the next preceding redemption date or during the year preceding the first redemption date, as the case may be, and (4) that portion of the lnstallment Palments required to be made at the times provided in the Contracts that would have accrued during such Fiscal Year if such Installment Payments were deemed to accrue daily in equal amounts from, in each case, the next preceding Installment Payment Date of interest or principal or the date of the pertinent Contract, -) OHSUSA:7649E6993.3 Capital Aopreciation Bonds Code Debt Service as the case may be; provided, that (a) if any of such Bonds are Capital Appreciation Bonds or if the Installment Palments due under any of such Contracts secure Capital Appreciation Bonds, then the Accreted Value payment shall be deemed a principal payment and interest that is compounded and paid as Accreted Value shall be deemed due on the scheduled redemption or payment date of such Capital Appreciation Bond; (b) if any of such Bonds or if the Installment Payments due under any such Contracts bear interest payable pursuant to a variable interest rate formula, the interest rate on such Bonds or such Contracts for periods when the actual interest rate cannot yet be determined, shall be assumed to be equal to the greater of (i) the actual rate on the date of calculation, or if such Bonds or Contracts are not yet outstanding, the initial rate (if then established and binding), (ii) if the Bonds or Contracts have been outstanding for at least twelve months, the average rate over the twelve months immediately preceding the date of calculation, and (iiixl) if interest on such Bonds or Contracts is excludable fiom gross income under the applicable provisions of the Intemal Revenue Code, the most recently published "Bond Buyer 25 Bond Revenue Index" (or comparable index if no longer published) or (2) if interest is not so excludable, the interest rate on direct U.S. Treasury obligations with comparable maturities plus fifty (50) basis points; (c) if any of such Bonds or Contracts is secured by an irrevocable letter of credit issued by a bank having a combined capital and surplus of at least one hundred million dollars ($100,000,000), the principal payments or deposits with respect to such Bonds or Contracts nominally due in the last Fiscal Year in which such Bonds or Contracts mature may, at the option of the City, be treated as if they were due as specified in any loan agreement or reimbursement agreement issued in connection with such letter of credit or pursuant to the repayment provisions of such letter of credit and interest on such Bonds or Contracts after such Fiscal Year shall be assumed to be payable pursuant to the terms of such loan agreement or reimbwsement agreement or repayment provisions and (d) if any of such Bonds or Contracts is not secured by a letter ofcredit as described in clause (c) of this definition and,20% or more of the original principal of such Bonds or the lnstallment Payments due under such Contracts is not due until the final stated maturity of such Bonds or the Installment Payments due under such Contracts, such principal may, at the option of the City, be treated as if it were due based upon a level amortization of such principal over the term of such Bonds or Installment Payments or twenty-five (25) years, whichever is greater. Director of Finance "Director of Finance" means the Director of Finance of the City or its successor desigrated by the City Council. Enei neer's Repoft "Engineer's Report" means a report signed by an Independent Engineer Event of Default "Event of Default" means an event described in Section 6.01. 4 OHSUSA:?64986993.3 "Federal Securities" means United States of America Treasury bills, notes, bonds or certificates of indebtedness, or obligations for which the full faith and credit of the United States of America are pledged for the payment ofinterest and principal. "Fiscal Year" means the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other annual accounting period hereafter selected and designated by the City Council of the City as the Fiscal Year of the City. Generallv Accepted Acco untine Principles "Generally Accepted Accounting Principles" means the uniform accounting and reporting procedures set forth in publications of the American Institute of Certified Public Accountants or its successor and the Govemmental Accounting Standards Board or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Financial Accounting Standards Board or its successor. Independent Certifi ed Public Accountant "lndependent Certified Public Accountant" means any certified public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State, appointed and paid by the City, and who, or each of whom: (A) is in fact independent according to the Statement of Auditing Standards No. 1 and not under the domination of the City; (C) is not connected with the City as a councilmember, officer or employee of the City, but who may be regularly retained to audit the accounting records of and make reports thereon to the City. Independent Engineer "Independent Engineer" means any registered engineer or firm of registered engineers of national reputation generally recognized to be well qualified in engineering matters relating to water systems such as the System, appointed and paid by the City, and who or each of whom -- (1) is in fact independent and not under the domination ofthe City; (2) does not have a substantial financial interest, direct or indirect, in the operations ofthe City; and 5 OHSUSA:7649S6993.1 Federal Securities Fiscal Year (B) does not have a substantial financial interest, direct or indirect, in the operations of the City; and (3) is not connected with the City as a councilmember, officer or employee of the City, but may be regularly retained to make reports to the City. Installment Pavment Datel 2016 Instal lment Pavment Date "lnstallment Payment Date" means any date on which Installment Payments are scheduled to be paid by the City under and pursuant to any Contract. "201 6 Installment Payment Date" means any date on which 2016 lnstallment Payments are scheduled to be paid by the City under and pursuant hereto. "Installment Payments" means the installment sale, rental or other periodic payments scheduled to be paid by the City under and pursuant to the Conracts, including the 2016 Installment Payments. "2016 Installment Payments" means the Installment Payments scheduled to be paid by the City under and pursuant hereto. Insurance Consultant "lnsurance Consultant" means (a) the Risk Manager for the City or (b) any insurance consultant or firm of insurance consultants generally recognized to be well qualified in insurance consulting matters relating to water and other municipal systems, appointed and paid by the City, and who or each of whom -- (1) is in fact independent and not under the domination ofthe City; (2) does not have a substantial financial interest, direct or indirect, in the operations of the City; and (3) is not connected with the City as a councilmember, officer, or employee of the City, but may be regularly retained to make reports to the City. lnterest Payment Date "Interest Payment Date" means a date on which an interest installment of the 2016 Installment Payment is due and payable, being April 1 and October 1 ofeach year to which reference is made, commencing on October 1, 2016. Maintenance and Operation Costs "Maintenance and Operation Costs" means the reasonable and necessary costs paid or incurred by the City for maintaining and operating the System, determined in accordance with Generally Accepted Accounting Principles, including all reasonable expenses of management and repair and other expenses necessary to maintain and preserve the System in good repair and working order, and including all administrative costs of the City that are charged directly or apportioned to the operation of the System, such as salaries and wages of employees, overhead, taxes (if any) and insurance premiums, and including all other reasonable and necessary costs of the City or charges required to be paid by it to comply with the terms hereof 6 oHSUSA:?64986993.3 Installment Payments: 20 I 6 Installment Pavments or of any resolution authorizing the issuance of any Bonds or of such Bonds, or of any resolution authorizing the execution of any Contract or of such Contract, such as compensation, reimbursement and indemnification of the trustee for any such Bonds or Contracts and fees and expenses of lndependent Certified Public Accountants and Independent Engineers, Insurance Consultants and the Director of Finance, but excluding in a1l cases depreciation, replacernent and obsolescence charges or reserves therefor, amortization of intangibles and intergovemmental transfers by the City which are not reimbursements or payments for overhead or other administrative expenses incurred by the City. 'Maximum Annual Debt Service" means the greatest total Debt Service payable in any Fiscal Year during the period commencing with the next ensuing Fiscal Year and terminating with the Fiscal Year in which payments are due under the last outstanding Bonds or the last outstanding Contract, whichever is later. Opinion of Counsel "Parity Obligations" means, collectively, Bonds and Contracts. Principal Office "Principal Office" means the corporate trust office of the Trustee located in San Francisco, Califomia or such other office or offices as the Trustee shall desigrrate from time to time except that with respect to presentation of Authority Bonds for payment or for registration of transfer and exchange such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency business shall be conducted. Proiect, 2007 Proiect "Project" means any additions, betterments, extensions or improvements to the System designated by the City Council of the City as a Project, the design, acquisition or construction of which (together with the incidental costs and expenses related thereto) is to be financed by the proceeds of any Parity Obligations. "2007 Project" means the capital improvements described in Exhibit A hereto and such additions, substitutions and deletions as shall be specified in a Certificate of the City stating that such additions, substitutions or deletions constitute part of the 2007 Project. Purchase Price "Purchase Price" means the principal amount plus the interest thereon owed by the City to the Authority under the conditions and terms hereof for the repalment of the costs of 7 OHSUSA:764986993.3 Maxirnum Annual Debt Service "Opinion of Counsel" means a written opinion of counsel of recognized national standing in the field oflaw relating to municipal bonds, appointed by the City. Parity Oblieations the design, acquisition and constnrction ofthe 2007 Project and the incidental costs and expenses related thereto paid by the Authority. Rate Stabilization Fund "Rate Stabilization Fund" means the fund by that name established pursuant to Section 3.02, if any. Subordinate Oblieatiaas "Subordinate Obligations" mean obligations of the City authorized and executed by the City under applicable law, the payments under and pursuant to which are payable from System Net Revenues, subject and subordinate to the payment of the 2016 Installment Payments and to the pa),rnent of Parity Obligations. Such obligations may be payable from any fund established for the purpose ofpalng debt service on such Subordinate Obligations. System "System" means properties and assets, real and personal, tangible and intangible, of the City, now or hereafter existing, used or pertaining to the purchase, generation, transmission, distribution and sale of water, including all additions, extensions, expansions, improvements and betterments thereto and equippings thereof, together with any other properties or assets hereafter determined by the City Council of the City to be part of the System. Svstem Gross Revenues "System Gross Revenues" means all gross income and revenue received by the City from the ownership and operation of the System, determined in accordance with Generally Accepted Accounting Principles, including, without limiting the generality of the foregoing, (a) all income, rents, rates, fees, connection fees, charges or other moneys derived from the services, facilities and commodities sold, fumished or supplied through the facilities of the System, (b) the eamings on and income derived from the investment of such income, rents, rates, fees, charges or other moneys (including all investment eamings credited by the Trustee to the Revenue Fund), (c) the proceeds derived by the City directly or indirectly from the sale, lease or other disposition of a part of the System as permitted in the 2016 Installment Sale Agreement, and (d) any transfers from (but excluding transfers to) a rate stabilization fund for the System, including the Rate Stabilization Frmd; provided, however, that the term "System Gross Revenues" shall not include customers' deposits or any other deposits subject to refund until such deposits have become the property of the City. System Net Revenues "System Net Revenues" means for any period of computation, the amount of the Systern Gross Revenues during such period less the amount of Maintenance and Operation Costs during such period. 8 OHSUSA:?6,1986993.3 System Revenue Fund "System Revenue Fund" means the fund by that name established pursuant to Section 3.02. Treasurer of the Authori tv "Treasurer of the Authority''means the Treasurer of the Authority or its successor designated by the Authority. Trust Asreement "Trust Agreement" means that certain Trust Agreement dated as of June 1, 2016, by and between The Bank of New York Mellon Trust Company, N.A., as Trustee, and the Authority, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. Trustee "Trustee" means The Bank of New York Mellon Trust Company, N.A. at its Principal Office, acting in its capacity as trustee under and pursuant to the Trust Agreement, and its successors and assigns as provided in the Trust Agreement. 2007 Contract "2007 Contract" means the Installment Sale Agreement (Water System) by and between the City and the Authority, dated as of March 1,2007, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. "2011 Contract" means the Installment Sale Agreement (Water System) by and between the City and the Authority, dated as ofNovember 1, 2011, as originally executed and as it may fiom time to time be amended or supplemented in accordance with its terms. 2013 Contract "2013 Contract" means the Installment Sale Agreement (Water System) by and between the City and the Authority, dated as of May l, 2013, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. 2016 Instalhnent Sale Agreement "2016 Installment Sale Agreement" means this installment sale agreement by and between the City and the Authority, dated as ofJune 1,2016, as originally executed and as it may from time to time be amended or supplemented in accordance herewith and with the terms of the Trust Agreement. 9 OHSUSA:764936991.1 201 I Contract Water Service ARTICLE II PURCHASE OF THE 2007 PROJECT; TERMINATION OF 2007 CONTRACT Section 2.01. Pumoses. The purposes of this 2016 lnstallment Sale Agreement are to provide for the refunding of the unpaid Installment Sale Payments under the 2007 Contract, together with interest accrued thereon. To effect such purposes, the Authority shall issue Authority Bonds to be sold and the proceeds ofthe sale thereof to be deposited and applied in accordance with the Trust Agreement. Section 2.02. Transfer of 2007 Proiect ln consideration of the deposit of the proceeds of the sale of the Bonds pursuant to Section 3.01 of the Trust Agreement and the application of such moneys pursuant thereto, the City hereby sells, assigns, and transfers to the Authority, and the Authority hereby purchases from the City, all of the City's right, title and interest in the 2007 Project. Section 2.03. Purch ase of 2007 Pro ect b the Ci In consideration of thetv obligation of the City to pay the Purchase Price as provided in Section 3.01 hereof, the Authority hereby sells, assigrrs and transfers to the City, and the City hereby purchases from the Authority, all of the Authority's right, title and interest in the 2007 Project. Section 2.04. Termination of the 2007 Contract. The Authority and the City hereby acknowledge that the 2007 Contract has terminated pursuant to the provisions of Article VII thereof. (a) The Purchase Price to be paid by the City to the Authority hereunder is the sum of the principal amount of the City's obligation hereunder plus the interest to accrue on the unpaid balance of such principal amount from the date hereof over the term hereof, subject to prepayment as provided in Section 3.03. (b) The principal amount of the Purchase Price to be paid by the City to the Authority hereunder is dollars ($ ). (c) The interest to accrue on the unpaid balance ofsuch principal amount shall be paid by the City as and shall constitute interest paid on the principal amount of the City's Purchase Price obligation hereunder. OHSUSAi7649E699l.3 l0 "Water Service" means the municipal water service fumished, made available or provided by the System. ARTICLE ITI 2016 INSTALLMENT PAYMENTS Section 3.01. Purchase Price. (d) Interest on the unpaid balance of the principal amount of the Purchase 2016, on the principal component of each 2016Price shall accrue, from Installment Payment at the following rates: Principal Installment Interest Rate (per annum)Interest AmountPaDate Section 3.02. Parrment of 2016 Installment Pavrnents. The City shall, subject to prepayment as provided in Section 3.03, pay the Authority the Purchase Price, without offset or deduction of any kind, by palng the principal installments of the 2016 Installment Payments due annually on April 1, together with interest installments of the 2016 Installment Payments, which interest installments shall be paid semiannually on each April I and October l, commencing October 1, 2016. OHSUSA:764936991.1 11 The obligation of the City to pay the Purchase Price by paying the 2016 Installment Payments is, subject to Section 8.01, absolute and unconditional, and until such time as the 2016 Installment Pa).rnents shall have been paid in full (or provision for the palment thereof shall have been made pursuant to Section 7.01), the City will not discontinue or suspend any 2016 lnstallment Payments required to be paid by it under this section when due, whether or not the System or any part thereof is operating or operable, or its use is suspended, interfered with, reduced, curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party to any agreement for any cause whatsoever. In order to carry out and effectuate the obligation of the City contained herein to pay the Purchase Price by paying the 2016 Installment Payments, the City agrees and covenants that all System Gross Revenues received by it shall be deposited when and as received in trust in the City of Burlingame Water System Revenue Fund (also known as the City of Burlingame Water Fund), which fund is hereby continued and is hereby pledged and a security interest is granted therein and which fund the City agrees and covenants to maintain so long as any 2016 Installment Payments remain unpaid, and all money on deposit in the Systern Revenue Fund shall be applied and used only as provided herein. The City shall pay all Maintenance and Operation Costs (including amounts reasonably required to be set aside in contingency reserves for Maintenance and Operation Costs the payment of which is not then immediately required) from the System Revenue Fund as they become due and payable, and all remaining money on deposit in the System Revenue Fund shall be set aside and deposited by the City at the following times in the following order of priority: (a)Transfers to Trustee. Revenue Fund Deposits. On or before the fourth Business Day before each date on which a 2016 Installment Payment becomes due and payable under this 2016 Installment Sale Agreement, the City shall, from the money in the System Revenue Fund, transfer to the Trustee for deposit in the Revenue Fund established pursuant to the Trust Agreement a sum equal to the 2016 Installment Payments becoming due and payable under this 20l6lnstallment Sale Agreement on such due date, except that no such deposit need be made to the extent the Trustee then holds money for such purpose in the Revenue Fund available to pay the 2016 Installment Payment becoming due and payable under this 2016 Installment Sale Agreement on such date. The City shall also, from such remaining moneys in the System Revenue Fund, pay to the party entitled thereto or transfer or cause to be transferred to any applicable debt service or other payment fund or account for any Parity Obligations, without preference or priority between transfers made pursuant to this sentence and the preceding sentence, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, on the dates specified in the proceedings relating to such Parity Obligations, the sum or sums required to be paid or deposited in such debt service or other payment fund or account with respect to principal, premium, if any, and interest on Parity Obligations in accordance with the terms of such Parity Obligations. After making the foregoing deposits and transfers hereinabove required to be made, or, if sooner, at such time as amounts remaining on deposit in the Systern Revenue Fund shall be OHSUSA:7649S6993.3 12 suflicient to make the remaining transfers hereinabove required to be made in such Fiscal Year with respect to 2016 Installment Payments and Parity Obligations, the City shall apply any remaining money in the System Revenue Fund for any lawful purpose of the City. The City shall distribute System Net Revenues available for outstanding 2016 lnstallment Payments and debt service on all outstanding Parity Obligations on a pro rata basis without regard to whether each such Parity Obligations has a funded debt service reserve or a surety bond or other similar funding instrument. (b) Rate Stabilization Fund Deposit. The City may maintain and hold a separate fund to be known as the "Rate Stabilization Fund." From time to time the City may deposit in the Rate Stabilization Fund, ifany, from such remaining System Gross Revenues such amounts as the City shall determine, provided that deposits for each Fiscal Year may be made until (but not after) one hundred fifty ( I 50) days following the end of such Fiscal Year. The City may withdraw amounts from the Rate Stabilization Fund, if any, only for inclusion in System Gross Revenues for any Fiscal Year, such withdrawals to be made until (but not after) one hundred fifty (150) days after the end of such Fiscal Year. All interest or other eamings upon deposits in the Rate Stabilization Fund shall be withdrawn therefrom and accounted for as System Gross Revenues. Section 3.03. Prepayment of 2016 Installment Payments.(a) The City may prepay from any source of available funds as a whole or in part on any date, on or after April 1, all or any part of the principal amount of the unpaid 2016 Installment Payment becoming due and payable on or after April l, _, in such order of prepayment as the City may determine upon written direction to the Authority and the Trustee (or, if the City fails to designate the order of prepayment, in inverse order of lnstallment Payment Date and by lot within an lnstallment Payment Date), at a prepayment price equal to the sum of the principal amount prepaid, plus accrued interest to the date of prepayment, without premium. (b) Before making any prepayment pursuant to this section, the City shall give written notice to the Authority and the Trustee describing such event and specifying the date on which the prepayment will be paid and the order thereof, which date shall be not less than thirty (30) days nor more than sixty (60) days fiom the date such notice is given; provided, that notwithstanding any such prepayment, the City shall not be relieved of its obligations hereunder, including specifically its obligations under this article, until the Purchase Price shall have been fully paid (or provision for payment thereof shall have been made pursuant to Article VII). Section 3.04. Pledee of Svstem Net Revenues. All System Net Revenues are hereby irrevocably pledged to the payment of the 2016 Installment Payments; provided, that out of the System Net Revenues there may be apportioned such sums for such purposes as are permitted by this article. This pledge shall constitute a lien on the Systan Net Revenues for the payment of the 2016 Installment Paynents and Parity Obligations. OHSUSA:764986993.3 l3 ARTICLE IV PARITY OBLIGATIONS Section 4.01. Co r the Execution of Pari obti ons. The Ci ty shall not incur any obligation, the payment of which is payable from and secured by a lien and charge on the System Net Revenues prior to the lien and charge on Systan Net Revenues securing the 2016 lnstallment Payments under this 2016 Installment Sale Agreement. The City may at any time execute and deliver any Parity Obligation, the payment of which is payable from and secured by a lien and charge on the System Net Revenues on a parity with the lien and charge on System Net Revenues securing the 2016 Installment Payments due under this 2016 lnstallment Sale Agreernent, provided: (a) Either - (l) as evidenced by a Certificate of the City, during any twelve (12) consecutive calendar months out of the immediately preceding eighteen (18) calendar month period, the Systern Net Revenues were at least equal to one hundred twenty percent (120%) of the Maximum Annual Debt Service for all Outstanding 2016 Installment Payments and all Outstanding Parity Obligations plus the Parity Obligation proposed to be executed; or (2) as evidenced by a Certificate ofthe City, the projected System Net Revenues during the first Fiscal Year in which Debt Service on the Parity Obligation is payable (other than from Authority Bond proceeds), is at least equal to one hundred twenty percent (120%) of the Maximum Annual Debt Service for all Outstanding 2016 Installment Payments and all Outstanding Parity Obligations plus the Parity Obligation proposed to be executed; (b) The proceeds of such Parity Obligation proposed to be executed shall be used solely to finance or refinance (including reimbursement to the City of amounts advanced for such costs) one or more additions, betterments or improvements to the System as desigrrated by the City and to pay any incidental costs and expenses related thereto, including the costs of issuance, execution or delivery of such proposed Parity Obligation; (c) There shall have been delivered to the City an Opinion of Counsel substantially to the effect that (1) the City has the right and power under applicable law to execute and deliver the Parity obligation, and the Parity obligation has been duly and lawfully executed and delivered by the City, is in full force and effect and is a valid and binding special obligation of the City, and (2) such Parity Obligation has been duly and validly authorized and issued in accordance herewith; (d) If required by the terms of such Parity Obligation, a separate reserve has been established for such Parity Obligation and provision has been made to fund such reserve; and (e) The City is not in default under this 2016 Installment Sale Agreement. OHSUSAi76498699l.3 t4 Notwithstanding the foregoing provisions, neither clause (a) nor clause (b) above shall limit the ability of the City to execute any Parity Obligations at any time to refund any Outstanding 2016 Installment Payments or Outstanding Parity Obligations if the annual Debt Service for each Fiscal Year during which such Parity Obligation is Outstanding will not be increased by reason ofthe issuance of such Parity Obligation. Section4.02. Subordinate Oblieations.The City may incur Subordinate Obligations without meeting any of the tests set forth in Section 4.01. ARTICLE V COVENANTS OF THE CITY Section 5.01. Comoliance with 2016 Installment Sale A greement and Trust Apreement. The City will punctually pay the 2016 Installment Payments in strict conformity with the terms hereof, and will faithfully observe and perform all the agreements, conditions, covenants and terms contained herein required to be observed and performed by it, and will not terminate the 2016 lnstallment Sale Agreement for any cause including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the 2007 Project or the System, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of Califomia or any political subdivision of either or any failure of the Authority to observe or perform any agreement, condition, covenant or term contained herein required to be observed and performed by it, whether express or implied, or any duty, liability or obligation arising out of or connected herewith or the insolvency, or deemed insolvency, or bankruptcy or liquidation of the Authority or any force majeure, including Acts of God, tempest, storm, earthquake, war, rebellion, riot, civil disorder, acts of public enemies, blockade or embargo, strikes, industrial disputes, lockouts, lack of transportation facilities, fire, explosion, or acts or regulations of govemmental authorities. The City will faithfully observe and perform all the agreements, conditions, covenants and terms contained in the Trust Agreement required to be observed and performed by it, and it is expressly understood and agreed by and among the parties to the 2016 Installment Sale Agreement and the Trust Agreement that each of the agreements, conditions, covenants and terms contained in each such agreement is an essential and material term of the obligation of the City to repay the costs of the acquisition and construction of the 2007 Project and the costs and expenses incidental thereto paid by the Authority pursuant to, and in accordance with, and as authorized under law and the 2016 [nstallment Sale Agreement. Section 5.02. Use of Proceeds of Authority Bonds. The Authority and the City agree that the proceeds of the Authority Bonds will be used by the Authority to refinance the 2007 Project and to pay the incidental costs and expenses related thereto as provided herein and in the Trust Agreement. Section 5.03. Against Encurnbrances The City rvill pay or cause to be paid when due all sums of money that may become due or purporting to be due for any labor, services, materials, supplies or equipment fumished, or alleged to have been furnished, to or for OHSUSA:?64986993..1 l5 the City in, upon, about or relating to the System and will keep the System free of any and all liens against any portion of the System. In the event any such lien attaches to or is filed against any portion of the System, the City will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien mah:res or becomes due, except that if the City desires to contest any such lien it may do so. If any such lien shall be reduced to final judgrnent and such judgrnent or any process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and such stay thereafter expires, the City will forthwith pay or cause to be paid and discharged such judgrnent. The City will, to the maximum extent permitted by law, indemnify and hold the Authority and the Trustee harmless from, and defend each of them against, any claim, demand, loss, damage, liability or expense (including attomeys' fees) as a result of any such lien or claim of lien against any portion of the System. Section 5.04. Aeainst Sale or Other Disposition of Propertv. The Ci ty will not sell, lease or otherwise dispose of the System or any part thereof essential to the proper operation of the System or to the maintenance of the System Net Revenues, and will not enter into any agreement or lease which would impair the operation of the System or any part thereofnecessary to secure adequate System Net Revenues for the payment of the 2016 Installment Payrnents, or which would otherwise impair the rights of the Authority with respect to the System Net Revenues or the operation of the System; provided, that any real or personal property which has become nonoperative or which is not needed for the efficient and proper operation of the System, or any material or equipment which has become wom out, may be sold if such sale will not reduce the System Net Revenues below the requirements to be maintained under Section 5.13. Section 5.05. Tax Covenants. (a) The City will not directly or indirectly use or permit the use ofany proceeds of the obligation provided herein or any other funds ofthe City or take or omit to take any action that would cause such obligation to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or a "federally-guaranteed obligation" within the meaning of Section 149(b) of the Code or a "private activity bond" as described in Section 141 of the Code. To that end, as long as arry 2016 lnstallment Payments are unpaid, the City will comply with all requirements of such sections of the Code to the extent applicable to the obligations provided herein. In the event that at any time the City is of the opinion that for purposes of this Section it is necessary to restrict or to limit the yield on the investment of any moneys held by the City under this 2016 lnstallment Sale Agreement or by the Trustee under the Trust Agreement, the City shall so instruct the Trustee in writing and the Trustee, as appropriate, shall act in accordance with such instructions. The City and the Authority covenant that they will at all times do and perform all acts necessary or desirable in order to assume that the interest on the Authority Bonds will not be included in gtoss income of the registered owners thereof for federal income tax purposes and will take no action that would result in such interest being so included. (b) Notwithstanding any provision ofthis section or of Article VIII, ifthe City receives an opinion of Bond Counsel that any specified action required under this section is no longer required or that some further or different action is required to maintain the exclusion from 16 OHSUSA:764986993.3 gross income for federal income tax purposes on the Authority Bonds, the City may conclusively rely on such opinion in compllng with the requirements of this section, and the covenants hereunder shall be deemed to be modified to that extent. Section 5.06. Maintenance and Operation of the System: Budsets. The City will maintain and preserve the System in good repair and working order at all times and will operate the System in an efficient and economical manner and will pay all Maintenance and Operation Costs as they become due and payable. Not later than September 1 of each year, the City will adopt and, if requested, make available to the Authority and the Trustee, a budget approved by the City Council of the City setting forth the estimated Maintenance and Operation Costs and the estimated payments for Parity Obligations for the then current Fiscal Year; provided, that any such budget may be amended at any time during any Fiscal Year and, if requested, such amended budget shall be made available to the Authority and the Trustee. Section 5.07. Compliance with Contracts. The City will comply with, keep, observe and perform all agreements, conditions, covenants and terms, express or implied, required to be performed by it contained in all contracts for the use of the System and all other conhacts affecting or involving the System to the extent that the City is a party thereto. Section 5.08. Payment of Claims. The City will pay and discharge any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien on the System Net Revenues or any paft thereof prior or superior to the obligation to make the 2016 Installment Payments as provided herein or which might impair the security of the 2016 Installment Payments. Section 5.09. Insurance. The City will procure and maintain such insurance relating to the System which it shall deem advisable or necessary to protect its interests and the interests of the Authority and the Trustee, which insurance shall afford protection in such amounts and against such risks as are usually covered in connection with municipal water systems similar to the System; provided, that any such insurance may be maintained under a self- insurance program so long as such self-insurance is maintained in the amounts and mamer usually maintained in connection with municipal water systems similar to the System and is, in the opinion ofan Insurance Consultant, financially sound. All policies of insurance required to be maintained herein shall provide that the Authority and the Trustee shall be given thirty (30) days' written notice of any intended cancellation thereof or reduction of coverage provided thereby. Section 5.10.A ccountin Records and Finan cial Statements. (a) The City will keep appropriate accounting records in which complete and correct entries shall be made of all transactions relating to the System, which records shall be available for inspection by the Authority and the Trustee at reasonable hours and under reasonable conditions. (b) The City will prepare and file with the Authority and the Trustee annually within one hundred eighty (180) days after the close of each Fiscal Year (commencing with the OHSUSA:7649E693.1 17 Fiscal Year ending June 30, 2016) financial statements of the City for the preceding Fisca! Year prepared in accordance with generally accepted accounting principles, togethq with an Accountant's Report thereon. Section 5.11. Protection of Securitv and Riehts of the Authori tv and the Trustee. The City will preserve and protect the security hereof and the rights of the Authority and the Trustee to the 2016 Installment Payments hereunder and will warrant and defend such rights against all claims and demands of all persons. Section 5.12. Payment of Taxes and Compliance with Govemmental Rezulations. The Cit y will pay and discharge all taxes, assessments and other govemmental charges which may hereafter be lawfully imposed upon the System or any part thereof when the same shall become due. The City will duly observe and conform with all valid regulations and requirements of any govemmental authority relative to the operation of the System or any part thereof, but the City shall not be required to comply with any regulations or requirements so long as the validity or application thereofshall be contested in good faith. Section 5.13. Amount of Rates. Fees and Charges. The City will at all times fix, prescribe and collect rates and charges for the Water Service during each Fiscal Year which will be at least sufficient to yield: (a) System Net Revenues for such Fiscal Year at least equal to one hundred twenty percent (120%) of Debt Service for such Fiscal Year and (b) System Net Revenues, excluding connection fees and transfers from the Rate Stabilization Fund, equal to one hundred percent (100%) of Debt Sewice for such Fiscal Year. The City may make adjustments from time to time in such fees and charges and may make such classification thereof as it deems necessary, but shall not reduce the rates and charges then in effect unless the System Net Revenues from such reduced rates and charges will at all times be suffrcient to meet the requirements of this Section. Section 5.14. Collection of Rates. Fees and Charges. The Cit y will have in effect at all times rules and regulations requiring each consumer or customer located on any premises connected with the System to pay the rates, fees and charges applicable to the Water Service to such premises and providing for the billing thereof and for a due date and a delinquency date for each bill. The City will not permit any part of the System or any facility thereof to be used or taken advantage of free of charge by any corporation, firm or person, or by any public agency (including the United States of America, the State of Califomia and any city, county, diskict, political subdivision, public corporation or agency ofany thereof); provided, that the City may without charge use the Water Service. Section 5.15. Further Assurances.The City will adopt, deliver, execute and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Authority of the rights and benefits provided to it herein. Section 5.16. Continuing Disclosure. The Ci ty hereby covenants and agrees that it will comply with and carry out all of its obligations under the Continuing Disclosure Certificate to be delivered by the City in connection with the execution and delivery of the Authority Bonds. Notwithstanding any other provision hereof, failure of the City to comply with OHSUSA:?64986993.3 l8 the Continuing Disclosure Certificate shall not be considered an Event of Default hereunder; provided, however, that any beneficial owner of Authority Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations in this section and the Continuing Disclosure Certificate. ARTICLE YI EVENTS OF DEFAULT A}ID REMEDIES Section 6.01. Events of Default and Aq.celeratiol of Principal. If one or more of the following Events of Default shall happen, that is to say -- (l) if default shall be made in the due and punctual payment of arry 2016 Instalknent Payment or of any Parity Obligation when and as the same shall become due and payable; (2) if default shall be made by the City in the performance of any of the other agreements or covenants contained herein required to be performed by it, and such default shal1 have continued for a period of sixty (60) days after the City shall have been given notice in writing ofsuch default by the Authority or the Tnrstee; or (3) if default shall be made by the City in the performance of any of the agreements or covenants contained in any Parity Obligation required to be performed by it, other than as set forth in (a) above, and such default shall have continued after any notice and grace period provided by such Parity Obligation; or (4) if the City shall file a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if a court of competent jurisdiction shall approve a petition filed with or without the consent of the City seeking anangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or ifunder the provisions ofany other law for the reliefor aid of debtors any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its property; then and in each and every such case during the continuance of such Event of Default specified in clause (1) or (4) above, the Trustee shall, and for any other such Event of Default the Trustee may, by notice in writing to the City, declare the entire principal amount of the unpaid 2016 Installment Payments and the accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything contained herein to the contrary notwithstanding. This Section is subject to the condition, however, that if at any time after the entire amount of the unpaid principal amount of the 2016 Installment Payments and the accrued interest thereon shall have been so declared due and payable and before any judgrnent or decree for the payment of the money due shall have been obtained or entered, the City shall deposit with the Trustee a sum sufficient to pay the unpaid arrount of the 2016 Installment Payments due otherwise than as a result of such declaration and OHSUSA:?64986993.1 t9 in the applicable debt service fund(s) the unpaid principal amount of any payments due under any Parity Obligation referred to in clause (1) above due and payable prior to such declaration and the accrued interest thereon, with interest on such overdue installments at the rate or rates applicable to such unpaid 2016 Installment Payments if paid in accordance with their terms and on the Parity Obligations in accordance with their terms, and the City shall have paid the reasonable expenses of the Authority, the Trustee and any fiduciaries for Parity Obligations resulting from such declaration, and any and all other defaults known to the Trustee (other than in the payment of the entire amount of the unpaid 2016 Installment Payments due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then and in every such case the Trustee, by written notice to the City, may rescind and annul such declaration and its consequences; but no such rescission and amulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. Section 6.02. Application of System Net Revenues and Rate Stab U Acceleration. All S ystem Net Revenues and all moneys on deposit in the Rate Stabilization Fund upon the date of the declaration of acceleration by the Trustee as provided in Section 6.01 and all System Net Revenues thereafter received shall be applied in the following order -- First, to the payment of the fees, costs and expenses of the Trustee, if any, in carrying out the provisions of this article, including reasonable compensation to its agents, accountants and counsel and including any indemnification expenses; and Second, to the payment of the interest on the 2016 Installment Payments and interest then due and payable on the entire principal amount of the unpaid Parity Obligations, and the unpaid principal components of the 2016 Installment Payments and the principal amount of the Parity Obligations which has become due and payable, whether on the original due date or upon acceleration, with interest on the overdue principal amount of the 2016 Installment Payments at the rate or rates applicable to such 2016 Installment Payments and the principal and interest amounts of the unpaid Parity Obligations at the rate or rates ofinterest then applicable to such Parity Obligations, and, if the amount available shall not be sufficient to pay in full all the amounts due with respect to the 2016 Installment Pa),rnents and the Parity Obligations, together with such interest on the 2016 Installment Payments and interest on Parity Obligations, then to the payment thereof ratably, according to the principal and interest due, without any discrimination or preference. Section 6.03. Other Remedies. The Trustee shall have the riCht - (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the City or any councilmember, officer or employee thereof, and to compel the City or any such councilmember, officer or employee to perform and carry out its or his duties under law and the agreements and covenants required to be performed by it or him contained herein; OHSUSA:764986993.3 20 (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Authority or the Trustee; or (c) by suit in equity upon the happening ofan Event of Default to require the City and its councilmembers, officers and employees to account as the trustee of an express trust. Section 6.04. Non-Waiver. Nothing in this article or in any other provision hereof shall affect or impair the obligation of the City, which is absolute and unconditional, to pay the 2016 Installment Pa),rnents fiom the System Net Revenues to the Trustee at the respective due dates or upon prepayment, or shall affect or impair the right of the Trustee, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract ernbodied herein. A waiver of any default or breach of duty or contract by the Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee. If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned or determined adversely to the Trustee, the Authority and the City and the Trustee shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. ARTICLE VII DISCHARGE OF OBLIGATIONS Section 7.01. Discharge of Oblieations (a) Ifthe City shall pay or cause to be paid all the 2016 Installment Payments at the times and in the rnanner provided herein, the right, title and interest of the Authority herein and the obligations of the City hereunder shall thereupon cease, terminate, become void and be completely discharged and satisfi ed. (b) Any unpaid principal installment of the 2016 lnstallment Payments shall on its payment date or date of prepaynent be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if the City makes payrnent of such OHSUSA:?64936991.1 2T Section 6.05. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other rernedy conferred by law. 2016 Installment Payments and the prepayment premium, if applicable, in the manner provided herein. (c) A[1 or any portion of unpaid principal installments ofthe 2016 lnstallment Payments shall, prior to their payment dates or dates of prepayment, be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if (i) notice is provided by the Authority to the Trustee as required by the Trust Agreement, (ii) there shall have been deposited with the Trustee either money in an amount which shall be sufficient, or Govemment Securities (as that term is defined in the Trust Agreement), the interest on and principal of which when paid will provide money which, together with money, if any, deposited with the Trustee, shall be sufficient to pay when due the principal installments of such 2016 Installment Payments or such portions thereof on and prior to their payment dates or their dates ofprepayment, as the case may be, and the prepayment premiums, ifany, applicable thereto, and (iii) an opinion of nationally recogrized bond counsel is filed with the Trustee to the effect that the action taken pursuant to this subsection will not cause the interest on the Authority Bonds to be includable in gross income under the Code for federal income tax purposes. (d) After the payment of all 2016 lnstallment Payments and prepayment premiums, if any, as provided in this section, and payment of all fees and expenses of the Trustee, the Trustee, upon request of the City, shall cause an accounting for such period or periods as may be requested by the City to be prepared and filed with the City and the Authority and shall execute and deliver to the City and the Authority all such instruments as may be necessary or desirable to evidence such total discharge and satisfaction of the 2016 Installment Sale Agreements, and the Trustee shall pay over and deliver to the City, as an overpayment of 2016 Installment Payments, all such money or investments held by it pursuant hereto other than such money and such investments as are required for the payment or prepayment of the 2016 Installment Payments, which money and investments shall continue to be held by the Trustee in trust for the payment of the 2016 Installment Payments and shall be applied by the Trustee pursuant to the Trust Agreement. ARTICLE VIII I\lISCELLANEOUS Section 8.01. Liability of City Limited to System Net Revenues. Notwithstanding anything contained herein, the City shall not be required to advance any moneys derived from any source of income other than the System Net Revenues for the payment of the 2016 Installment Payments or for the perlormance of any agreements or covenants required to be performed by it contained herein. The City may, however, advance moneys for any such purpose so long as such moneys are derived from a source legally available for such purpose and may be legally used by the City for such purpose. The obligation of the City to make the 2016 Installment Payments is a special obligation of the City payable solely from the System Net Revenues as provided herein, and does not constitute a debt of the City or of the State of Califomia or of any political subdivision thereof within the meaning ofany constitutional or statutory debt limitation or restriction. OHSUSA:764986993.3 22 Section 8.02. Benefits of 2016 lnstallment Sale Ageement Limited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the City or the Trustee any right, remedy or claim under or pursuant hereto, and any agreement or covenant required herein to be performed by or on behalfofthe Authority, the City or the Trustee shall be for the sole and exclusive benefit of the other parties. Section 8.03.Suc CSSOT Is Deemed Included in all References to Predecessor.C Whenever either the Authority or the City or the Trustee is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority or the City or the Trustee, and all agreements and covenants required hereby to be performed by or on behalfofthe Authority or the City or the Trustee shall bind and inure to the benefit of the respective successors thereofwhether so expressed or not. Section 8.04. 'illaiyer qf Personal Liability No councilmember, officer or employee of the City shall be individually or personally liable for the payment of the 2016 Installment Payments, but nothing contained herein shall relieve any councilmember, offrcer or employee of the City from the performance of any official duty provided by any applicable provisions of law or hereby. Section 8.05. Article and Section Headinss. Gender and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof, and words of any gender shall be deemed and construed to include all genders. All references herein to "Articles," "Sections," "Exhibits" and other subdivisions or clauses are to the corresponding articles, sections, exhibits, subdivisions or clauses hereof; and the words "hereby," "herein," "hereof," "hereto," 'herewith" and other words of similar import refer to the 2016 Installment Sale Agreement as a whole and not to any particular article, section, exhibit, subdivision or clause hereof. Section 8,06. Partial Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the Authority or the City shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no rvay affect the validity hereof. The Authority and the City hereby declare that they would have executed the 2016 Installment Sale Agreement, and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. Section 8.07. Assimment. The 2016 Installment Sale Agreement and any rights hereunder shall be assigned by the Authority to the Trustee as provided in the Trust Agreement; to which assignment the City hereby expressly acknowledges and consents. The City acknowledges having read the Trust Agreement, approves the Trust Agteement and agrees to perform all duties imposed on it by the Trust Agreement. Insofar as any section of the Trust Agreement imposes duties and responsibilities on the City, it is specifically incorporated herein by reference. To the extent that this 2016 lnstallment Sale Agreement confers upon or gives or OHSUSA:764986993.3 23 grants the Trustee any right, remedy or claim under or by reason of this 2016 Installment Sale Agreement, the Trustee is hereby explicitly recogpized as being a third-party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder. Section 8.08, Net Contract. The 2016 Installment Sale Agreement shall be deemed and construed to be a net contract, and the City shall pay absolutely net during the term hereof the 2016 Installment Pa),rnents and all other payments required hereunder, free of any deductions and without abatement, diminution or set-offwhatsoever. Section 8.09. Califomia Law. The 2016 Installment Sale Agreement shall be construed and govemed in accordance with the laws of the State of Califomia. Section 8.10. Indemnification. The City shall, to the full extent then permitted by law, indemnify, protect, save and keep harmless the Authority and its directors, officers and employees and the Trustee and its directors, officers and employees from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of the cause thereof, and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest arising out of or as the result of the entering into of the 2016 Installment Sale Agreement, the Trustee's acceptance or administration of the trust of the Trust Agreement, or the exercise or performance of any of its powers or duties thereunder or under any of the documents relating to the Bonds to which it is a party, the acquisition, construction, installation and use of the 2007 Project and each portion thereof or any accident in connection with the operation, use, condition or possession of the 2007 Project or any portion thereof resulting in damage to property or injury to or death to any person including, without limitation, any claim alleging latent and other defects, whether or not discoverable by the City or the Authority; any claim for patent, trademark or copyright infringement; and any claim arising out of strict liability in tort. The indemnification arising under this section shall continue in full force and effect notwithstanding the full payment of all obligations hereunder or the termination hereof for any reason. The City agrees not to withhold or abate any portion of the payments required pursuant hereto by reason of any defects, malfunctions, breakdowns or infirmities of the 2007 Project. The City and the Authority mutually agree to promptly give notice to each other of any claim or liability hereby indemnified against following either's leaming thereof. Section 8.11. Funds. Any fund required to be established and maintained herein by the Director of Finance may be established and maintained in the accounting records of the Director of Finance either as an account or a fund, and may, for the purpose of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to any such fund shall at all times be maintained in accordance with sound accounting practice and with due regard for the protection of the security ofthe Authority Bonds and the rights of the owners ofthe Authority Bonds. Section 8.12. Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely: OHSUSA:764986993.3 24 If to the City:City of Burlingame 501 Primrose Road Burlingame, CA 94010-3997 Attention: Finance Director If to the Authority:Burlingame Financing Authority c/o City of Burlingame-Dept. of Finance 501 Primrose Road Burlingame, CA 94010-3997 Attention: Executive Director Section 8.13. Effective Date. The 2016 Installment Sale Agreement shall become effective upon its execution and delivery, and shall terminate when the Purchase Price shall have been fully paid (or provision for the payment thereof shall have been made pursuant to Article VII). Section 8.14. Execution in Countemarts. The 20l6lnstallment Sale Agreement may be executed in several counter?arts, each of which shall be deerned an original, and all of which shall constitute but one and the same instrument. OHSUSA:764936993.3 25 IN WITNESS WHEREOF, the parties hereto have executed the 2016 Installment Sale Agreement by their offrcers thereunto duly authorized as ofthe day and year first written above. CITY OF BURLNGAME By Finance Director/Treasurer BURLINGAME FINANCING AUTHORIry By Executive Director OHSUSA:?649E6993.3 26 THE 2OO7 PROJECT The 2007 Project consists of the capital improvements fi:nded with the Burlingame Financing Authority Water and Wastewater Revenue Bonds, Series 2007. OHSUSA:7649E6993 3 A-l EXHIBIT A DRAFT 4lt5t20t6 2016 INSTALLMENT SALE AGREEMENT (WATERSYSTEM) by and behveen the CITY OFBURIINGAME, as Purchaser AND THE BURLINGAME FINANCING AUTHORITY, as Seller for the CITY OF BURLINGAI\IE WATER SYSTEM PROJECTS Dated as of June 1, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS..................... Section 3.02. Payment of 2016 lnstallment Payments Section 3.03. Prepayment of 2016 Installment Pa)rments..... Section 3.04. Pledge of System Net Revenues ARTICLE IV PARIry OBLIGATIONS 2 2 ARTICLE II PURCHASE OFTHE 2007 PROJECT; TERMINATION OF 2007 CONTRACT.... Section 2.01. Purposes Section 2.02. Transfer of2007 Project Section 2.03. Purchase of2007 Project by the City...................... Section 2.04. Termination of the 2007 Conhact............ ARTICLE III 20I 6 INSTALLMENT PAYMENTS........ Section1.01. Definitions........ Section 3.01. Purchase Pnce.. 10 10 10 10 10 11 11 t2 13 t4 t4 Section 4.01. Conditions for the Execution ofParity Obli9ations........................... 14 Section4.02. SubordinateObligations........t5 15ARTICLEV COVENANTSOFTHECITY Section 5.01. Compliance with 2016 Installment Sale Agreement and Trust Agreement.... Section 5.02.Use of Proceeds of Authority Bonds .................. Section 5.04. Against Sale or Other Disposition ofProperty Section 5.05. Tax Covenants ............ Section 5.06. Maintenance and Operation of the System; Budgets. Section5.07. CompliancewithContracts............. Payment of Claims Insurance............... Section 5.10. Accounting Records and Financial Statements.. Section 5.11. Protection of Security and Rights ofthe Authority and the Trustee...... Section 5.12. Payment of Taxes and Compliance with Govemrnental Section5.03. AgainstEncumbrances................ l5 l6 t6 t6 t6 t7 ...17 Section 5.08. Section 5.09. 17 18 18 l8 Regulations -l- ... 18 TABLE OF CONTENTS (continued) Page Section 5.13.Amount of Rates, Fees and Charges........ Section 5.14. Collection ofRates, Fees and Charges Section5.l6. ContinuingDisclosure ARTICLE VI EVENTS OF DEFAULT AND REMEDIES Section 6.01. Events of Default and Acceleration of Principal Application of System Net Revenues and Rate Stabilization Fund Upon Acceleration...... Other Remedies Section5.l5. FurtherAssurances..................... l8 19 19 19 l9 l9 Section 6.02. Section 6.03. Section 8. 12. 20 21 .....21 .....21Section 6.05. Remedies Not Exclusive ARTICLE VII DISCHARGE OF OBLIGATIONS........................ Section 7.01. Discharge of Obligations ARTICLEVIII MISCELLANEOUS Section 8.01. Liability of City Limited to Systern Net Revenues............................ Section 8.02. Benefits of 2016 Installment Sale Agreement Limited to Parties......23 Section 8.03. Successor Is Deemed lncluded in all References to Predecessor ...... 23 Section 8.04.Waiver of Personal Liability...... Section6.04. Non-Waiver...... Section 8.05. Article and Section Headings, Gender and References Section 8.07. Assignment Section 8.08. Net Contract..... Section8.09. CalifomiaLaw.............. 22 r't'l 23 23 23 23 24 24 24 24 24 Section 8.06. Partial Invalidity Section8.10. Indemnification. ......25 Notices ......................25 25 25 Section 8.13. Section 8.14. Execution in Counterparts.. EXHIBIT A THE 2007 PROJECT......... -ll- A-1 20 I 6 INSTALLNIENT SALE AGR.E EMENT (WASTEWATER SYSTEM) This 2016 INSTALLMENT SALE AGREEMENT (WASTEWATER SYSTEM) (the "2016 Installment Sale Agreement"), dated as ofJune 1,2016, by and between the CITY OF BURLINGAME, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Califomia (the "City''), and the BURLINGAME FINANCING AUTHORITY, a joint powers agency duly organized and existing under and by virtue of the laws of the State of Califomia (the "Authority"); WITNESSETH: WHEREAS, the City has heretofore determined that the financing of the acquisition of certain additions, betterments, extensions and improvements as hereinafter described (the "2007 Project") to its municipal wastewater system were necessary and proper for City purposes and uses under the terms ofapplicable law and were for the common benefit of the City as a whole; and WHEREAS, the Authority heretofore determined to acquire and construct the 2007 Project for, and sell the 2007 Project to, the City; and WHEREAS, pusuant to the 2007 Installment Sale Agreement, dated as of March 1, 2007 (the "2007 Installment Sale Agreement"), by and between the City and the Authority, the City heretofore determined to make installment sale payments (the "2007 Installment Sale Payments") to the Authority for the purchase of the 2007 Project; and WHEREAS, the City has determined that it is in the best interests of the City and its residents to refund the City's obligation to make the 2007 Installment Sale Paynents, and the Authority is willing to assist the City in effecting such refunding; and WHEREAS, in order to refinance the 2007 Project, the City has determined to sell the 2007 Project to the Authority and repurchase the 2007 Project through the 2016 Installment Sale Agreement; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of the 2016 Installment Sale Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into the 2016 Installment Sale Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: OHSUSA:76.1987020.1 ARTICLE I DEFINITIONS Accountant's Report "Accountant's Report" means a report signed by an Independent Certified Public Accountant. Value "Accreted Value" means, with respect to any Capital Appreciation Bonds, as of the date of calculation, the initial amount thereofplus the interest accrued thereon to such date of calculation, compounded from the date of initial delivery at the approximate interest rate thereof on each April 1 and October 1, as determined in accordance with the table of accreted values for any Capital Appreciation Bonds prepared by the City at the time of sale thereof, assuming in any year that such Accreted Value increases in equal daily amounts on the basis of a year of three hundred sixty (360) days composed of twelve (12) months of thirty (30) days each. Authoritv "Authority'' means the Burlingame Financing Authority, a joint powers authority duly organized and existing under and by virtue of the laws of the State of Califomia and a Joint Exercise of Powers Agreernent, dated May 15, 1995, between the Redevelopment Agency of the City of Burlingame and the City. Authority Bonds "Authority Bonds" means the Water and Wastewater Revenue Refunding Bonds, Series 2016, issued by the Authority under and pursuant to the Trust Agreement. Bonds "Bonds" means all revenue bonds of the City authorized, executed, issued and delivered by the City under and pursuant to applicable law, the interest and principal and redemption premium, if any, payments under and pursuant to which are payable fiom System Net Revenues on a parity with the payment of the 2016 Installment Payments. 2 OHSUSA:?64987020.3 Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this section shall for all purposes hereof and of any amendment hereof or supplement hereto and of any opinion or report or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any ofthe terms defined herein: Code Busin Dav "Business Day'' means a day that is not a Saturday, Sunday or legal holiday on which banking institutions in the State of New York or Califomia are authorized to rernain closed, or a day on which the Federal Reserve system is closed. Capital Appreciation Bonds "Capital Appreciation Bonds" means any Bonds described as such when issued. elly "City" means the City of Burlingame, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Califomia. "Code" means the lntemal Revenue Code of 1986, as amended, and the regulations issued thereunder. "Contracts" means all installment sale contracts, loan agreements, capital leases or similar obligations of the City authorized and executed by the City under and pursuant to applicable law, the interest and principal and prepayment premium, if any, payments under and pursuant to which are payable from System Net Revenues on a parity with the payment of the 2016 lnstallment Payments, including, but not limited to, the 201 I Contract and the 2013 Contract. Debt Service "Debt Service" means, for any Fiscal Year, the sum of (1) the interest accruing during such Fiscal Year on all outstanding Bonds, assuming that all outstanding serial Bonds are retired as scheduled and that all outstanding term Bonds are redeemed or paid fiom sinking fi:nd payments as scheduled (except to the extent that such interest is to be paid from the proceeds of sale of any Bonds), (2) that portion of the principal amount of all outstanding serial Bonds maturing on the next succeeding principal payment date that would have accrued during such Fiscal Year if such principal amount were deemed to accrue daily in equal amounts from the next preceding principal payment date or during the year preceding the first principal payment date, as the case may be, (3) that portion of the principal amount of all outstanding term Bonds required to be redeemed or paid on the next succeeding redemption date (together with the redemption premiums, if any, thereon) that would have accrued during such Fiscal Year if such principal amount (and redemption premiums) were deemed to accrue daily in equal amounts fiom the next preceding redemption date or during the year preceding the first redemption date, as the case may be, and (4) that portion of the Installment Payments required to be made at the times provided in the Contracts that would have accrued during such Fiscal Year if such Installment Pa).rnents were deemed to accrue daily in equal amounts from, in each case, the oext preceding L.rstallment Payment Date of interest or principal or the date of the pertinent Contract, J OHSUSA:76.19E7020.3 Contracts as the case may be; provided, that (a) if any ofsuch Bonds are Capital Appreciation Bonds or if the lnstallment Payments due under any of such Contracts secure Capital Appreciation Bonds, then the Accreted Value payment shall be deemed a principal payment and interest that is compounded and paid as Accreted Value shall be deemed due on the scheduled redemption or payment date of such Capital Appreciation Bond; (b) if any of such Bonds or if the Installment Payments due under any such Contracts bear interest payable pursuant to a variable interest rate formula, the interest rate on such Bonds or such Contracts for periods when the actual interest rate cannot yet be determined, shall be assumed to be equal to the greater of (i) the actual rate on the date of calculation, or if such Bonds or Contracts are not yet outstanding, the initial rate (if then established and binding), (ii) if the Bonds or Contracts have been outstanding for at least twelve months, the average rate over the twelve months immediately preceding the date of calculation, and (iii)(l) if interest on such Bonds or Contracts is excludable fiom gross income under the applicable provisions of the Intemal Revenue Code, the most recently published "Bond Buyer 25 Bond Revenue Index" (or comparable index if no longer published) or (2) ifinterest is not so excludable, the interest rate on direct U.S. Treasury obligations with comparable maturities plus fifty (50) basis points; (c) if any of such Bonds or Contracts is secured by an irrevocable letter of credit issued by a bank having a combined capital and surplus ofat least one hundred million dollars ($100,000,000), the principal payments or deposits with respect to such Bonds or Contracts nominally due in the last Fiscal Year in which such Bonds or Contracts mature may, at the option of the City, be treated as if they were due as specified in any loan agreement or reimbursement agreement issued in connection with such letter of credit or pursuant to the repayment provisions of such ietter of credit and interest on such Bonds or Contracts after such Fiscal Year shall be assumed to be payable pursuant to the terms of such loan agreement or reimbursement agreement or repayment provisions and (d) if any of such Bonds or Contracts is not secured by a letter ofcredit as described in clause (c) of this definition and 20o/o or more of the original principal of such Bonds or the Installment Payments due under such Contracts is not due until the final stated maturity of such Bonds or the Installment Payments due under such Contracts, such principal may, at the option of the City, be treated as if it were due based upon a level amortization of such principal over the term of such Bonds or Installment Payments or twenty-five (25) years, whichever is greater. Director ofFinance "Director of Finance" means the Director of Finance of the City or its successor designated by the City Council. Ensineer's Report "Engineer's Report" means a report signed by an Independent Engineer Event of Default 4 OHSUSA:76.1937020.3 "Event of Default" means an event described in Section 6.01 . Fed Securities "Federal Securities" means United States of America Treasury bills, notes, bonds or certificates of indebtedness, or obligations for which the full faith and credit of the United States of America are pledged for the payment ofinterest and principal. Fiscal Year "Fiscal Year" means the period begiruring on July 1 of each year and ending on the next succeeding June 30, or any other annual accounting period hereafter selected and designated by the City Council of the City as the Fiscal Year of the City. Generallv Accepted Accoun Principles "Generally Accepted Accounting Principles" means the uniform accounting and reporting procedures set forth in publications of the American lnstitute of Certified Public Accountants or its successor and the Govemmental Accounting Standards Board or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Financial Accounting Standards Board or its successor. Independent Certified Public Accountant "lndependent Certified Public Accountant" means any certified public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State, appointed and paid by the City, and who, or each of whom: (A) is in fact independent according to the Statement of Auditing Standards No. I and not under the domination of the City; (B) does not have a substantial financial interest, direct or indirect, in the operations of the City; and (C) is not connected with the City as a councilmember, officer or employee of the City, but who may be regularly retained to audit the accounting records of and make reports thereon to the City. (1) is in fact independent and not under the domination ofthe City; (2) does not have a substantial financial interest, direct or indirect, in the operations of the CiW; and 5 OHSUSA:764987020.1 Independent Engineer "Independent Engineer" means any registered engineer or firm of registered engineers ofnational reputation generally recogrized to be well qualified in engineering matters relating to wastewater systems such as the System, appointed and paid by the City, and who or each of whom - (3) is not connected with the City as a councilmember, officer or employee of the City, but may be regularly retained to make reports to the City. Installment Payment Date; 2016 Installment Payment Date "lnstallment Payment Date" means any date on which lnstallment Payments are scheduled to be paid by the City under and pursuant to any Contract. "2016 Installment Payment Date" means any date on which 2016 Installment Payments are scheduled to be paid by the City under and pursuant hereto. Installment Payments; 28 16lnrtalllnrn[!a]/ma!1s "Instaliment Payments" means the installment sale, rental or other periodic payments scheduled to be paid by the City under and pwsuant to the Contracts, including the 2016 lnstallment Payments. "2016 Installment Payments" means the Installment Payments scheduled to be paid by the City under and pursuant hereto. Insurance Consultant "lnsurance Consultant" means (a) the Risk Manager for the City or (b) any insurance consultant or firm of insurance consultants generally recogrized to be well qualified in insurance consulting matters relating to wastewater and other municipal systems, appointed and paid by the City, and who or each ofwhom -- (l) is in fact independent and not under the domination ofthe City; (2) does not have a substantial financial interest, direct or indirect, in the operations of the City; and (3) is not connected with the City as a councilmember, officer, or employee of the City, but maybe regularly retained to make reports to the City. Interest P ate "Interest Payment Date" means a date on which an interest installment of the 2016 Installment Payment is due and payable, being April 1 and October 1 of each year to which reference is made, commencing on October 1,2016. "Maintenance and Operation Costs" means the reasonable and necessary costs paid or incurred by the City for maintaining and operating the System, determined in accordance with Generally Accepted Accounting Principles, including all reasonable expenses of management and repair and other expenses necessary to maintain and preserve the System in good repair and working order, and including all administrative costs of the City that are charged directly or apportioned to the operation of the System, such as salaries and wages of employees, overhead, taxes (if any) and insurance premiums, and including all other reasonable and necessary costs of the City or charges required to be paid by it to comply with the terms hereof 6 OHSUSA:7649s7020.3 Maintenance and Operation Costs or of any resolution authorizing the issuance of any Bonds or of such Bonds, or of any resolution authorizing the execution of any Contract or of such Contract, such as compensation, reimbursement and indemnification of the trustee for any such Bonds or Contracts and fees and expenses of Independent Certified Public Accountants and Independent Engineers, lnsurance Consultants and the Director ofFinance, but excluding in all cases depreciation, replacernent and obsolescence charges or reseryes therefor, amortization of intangibles and intergovemmental hansfers by the City which are not reimbursernents or payments for overhead or other administrative expenses incurred by the City. Maximum Annual Debt Service "Maximum Annual Debt Service" means the greatest total Debt Service payable in any Fiscal Year during the period commencing with the next ensuing Fiscal Year and terminating with the Fiscal Year in which payments are due under the last outstanding Bonds or the last outstanding Contract, whichever is later. Opinion ofCounsel "Opinion of Counsel" means a written opinion of counsel of recognized national standing in the field oflaw relating to municipal bonds, appointed by the City. Parity Oblisations "Parity Obligations" means, collectively, Bonds and Contracts. Principal Office "Principal Office" means the corporate trust office of the Trustee located in San Francisco, Califomia or such other office or offrces as the Trustee shall designate from time to time, except that with respect to presentation of Authority Bonds for payment or for registration of transfer and exchange such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency business shall be conducted. "Project" means any additions, betterments, extensions or improvements to the System designated by the City Council of the City as a Project, the design, acquisition or construction of which (together with the incidental costs and expenses related thereto) is to be financed by the proceeds of any Parity Obligations. "2007 Project" means the capital improvements described in Exhibit A hereto and such additions, substitutions and deletions as shall be specified in a Certificate of the City stating that such additions, substitutions or deletions constitute part ofthe 2007 Project. Purchase Price "Purchase Price" means the principal amount plus the interest thereon owed by the City to the Authority under the conditions and terms hereof for the repayment of the costs of 7 OHSTJSA:76498?020 l Proiect. 2007 Proiect the desigr, acquisition and construction of the 2007 Project and the incidental costs and expenses related thereto paid by the Authority. Rate Stabilizatio n Fund "Rate Stabilization Fund" means the fund by that name established pursuant to Section 3.02, if any. Subordinate Ob lisations "subordinate Obligations" mean obligations of the City authorized and executed by the City under applicable law, the payments under and pursuant to which are payable from System Net Revenues, subject and subordinate to the payment of the 2016 Installment Payments and to the payment of Parity Obligations. Such obligations may be payable liom any fund established for the purpose ofpalng debt service on such Subordinate Obligations. Svstem "System" means properties and assets, real and personal, tangible and intangible, of the City, now or hereafter existing, used or pertaining to the collection, treatment or disposal of sewage and waste, including all additions, extensions, expansions, improvements and betterments thereto and equippings thereof, together with any other properties or assets hereafter determined by the City Council of the City to be part of the System. Svstem Gross Revenues "system Gross Revenues" means all gross income and revenue received by the City from the ownership and operation of the System, determined in accordance with Generally Accepted Accounting Principles, including, without limiting the generality of the foregoing, (a) all income, rents, rates, fees, connection fees, charges or other moneys derived from the services, facilities and commodities sold, fumished or supplied through the facilities of the System, (b) the eamings on and income derived from the investment of such income, rents, rates, fees, charges or other moneys (including all investment eamings credited by the Trustee to the Revenue Fund), (c) the proceeds derived by the City directly or indirectly from the sale, lease or other disposition of a part of the System as permitted in the 2016 lnstallment Sale Agleement, and (d) any transfers from (but excluding transfers to) a rate stabilization fund for the System, including the Rate Stabilization Ftnd; provided, however, that the term "System Gross Revenues" shall not include customers' deposits or any other deposits subject to refund until such deposits have become the property of the City. System Net Revenues "system Net Revenues" means for any period of computation, the amount of the System Gross Revenues during such period less the amount of Maintenance and Operation Costs during such period. 8 OHSUSA:76{987020.3 Treasurer of the Authoritv "Treasurer of the Authority''means the Treasurer of the Authority or its successor designated by the Authority. Trust Aqreement "Trust Agreement" means that certain Trust Agreement dated as of June 1, 2016, by and between The Bank of New York Mellon Trust Company, N.A., as Trustee, and the Authority, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. Trustee "Trustee" means The Bank of New York Mellon Trust Company, N.A. at its Principal Office, acting in its capacity as trustee under and pursuant to the Trust Agreernent, and its successors and assigns as provided in the Trust Agreement. 2007 Contract "2007 Contract" means the Installment Sale Agreement (Wastewater System) by and between the City and the Authority, dated as of March 1,2007, as originally executed and as it may from time to time be amended or supplernented in accordance with its terms. 201 I Contract "2016 Installment Sale Agreement" means this installment sale agreement by and between the City and the Authority, dated as of June l, 2016, as originally executed and as it may from time to time be amended or supplernented in accordance herewith and with the terms of the Trust Agreement. 9 OHSUSA:7649E7020.1 Svstem Revenue Fund "System Revenue Fund" means the fund by that name established pursuant to Section 3.02. "201 1 Contract" means the Installment Sale Agreement (Wastewater System) by and between the City and the Authority, dated as of November l, 2011, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. 2013 Contract '2013 Contract" means the Installment Sale Agreement (Wastewatff System) by and between the city and the Authority, dated as of May 1,2013, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. 201 6 Installment Sale Asreement "Wastewater Service" means the municipal wastewater service fumished, made available or provided by the System. ARTICLE II PURCIIASE OF THE 2007 PROJECT; TERMINATION OF 2007 CONTRACT Section 2.01. Pumoses. The purposes of this 2016 Installment Sale Agreement are to provide for the refunding of the unpaid Installment Sale Payments under the 2007 Contract, together with interest accrued thereon. To effect such purposes, the Authority shall issue Authority Bonds to be sold and the proceeds ofthe sale thereof to be deposited and applied in accordance with the Trust Agreement. Section 2.02. Transfer of 2 007 Proiect.ln consideration of the deposit of the proceeds of the sale of the Bonds pursuant to Section 3.01 of the Trust Agreement and the application of such moneys pursuant thereto, the City hereby sells, assigns, and transfers to the Authority, and the Authority hereby purchases from the City, all of the City's right, title and interest in the 2007 Project. Section 2.03. lqrchase of 2007 Proiect by the Ci ty. In consideration of the obligation ofthe City to pay the Puchase Price as provided in Section 3.01 hereof, the Authority hereby sells, assigts and transfers to the City, and the City hereby purchases from the Authority, all ofthe Authority's right, title and interest in the 2007 Project. Section 2.04. Termination of the 2007 Contract. The Authority and the City hereby acknowledge that the 2007 Contract has terminated pursuant to the provisions of Article VII thereof. ARTICLE III 2016 INSTALLMENT PAYMENTS Section 3.01. Purchase Price. (a) The Purchase Price to be paid by the City to the Authority hereunder is the sum of the principal amount of the City's obligation hereunder plus the interest to accrue on the unpaid balance of such principal amount fiom the date hereof over the term hereof, subject to prepaynent as provided in Section 3.03. O) The principal amount of the Purchase Price to be paid by the City to the Authority hereunder is dollars (S ) (c) The interest to accrue on the unpaid balance ofsuch principal amount shall be paid by the City as and shall constitute interest paid on the principal amount of the City's Purchase Price obligation hereunder. OHSUSA:764987020.3 10 Wastewater Service (d) Interest on the unpaid balance of the principal amount of the Purchase Price shall accrue, from , 2016, on the principal component of each 2016 [nstallment Payment at the following rates: Payment Date Principal Installment Interest Rate (per annum)Interest Amount Section 3.02. Payment of2016 Installment Payrnents. The City shall, subject to prepayment as provided in Section 3.03, pay the Authority the Purchase Price, without offset or deduction of any kind, by palng the principal installments of the 2016 Installment Payments due annually on April 1, together with interest installments of the 2016 Installment Payments, which interest installments shall be paid semiannually on each April 1 and October 1, commencing October l, 2016. OHSUSA:764987020.3 1l The obligation of the City to pay the Purchase Price by paying the 2016 Installment Payments is, subject to Section 8.01, absolute and unconditional, and until such time as the 2016 Installment Payments shall have been paid in full (or provision for the payment thereof shall have been made pursuant to Section 7.01), the City will not discontinue or suspend any 2016 Installment Payments required to be paid by it under this section when due, whether or not the System or any part thereof is operating or operable, or its use is suspended, interfered with, reduced, curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the perfornance or nonperlormance by any party to any agreement for any cause whatsoever. In order to carry out and effectuate the obligation of the City contained herein to pay the Purchase Price by paying the 2016 Installment Payments, the City agrees and covenants that all System Gross Revenues received by it shall be deposited when and as received in trust in the City of Burlingame Wastewater System Revenue Fund (also known as the City of Burlingame Wastewater Fund), which fund is hereby continued and is hereby pledged and a security interest is granted therein and which fund the City agrees and covenants to maintain so long as any 2016 Installment Payments remain unpaid, and all money on deposit in the System Revenue Fund shall be applied and used only as provided herein. The City shall pay all Maintenance and Operation Costs (including amounts reasonably required to be set aside in contingency reserves for Maintenance and Operation Costs the pay.ment of which is not then immediately required) from the System Revenue Fund as they become due and payable, and all remaining money on deposit in the System Revenue Fund shall be set aside and deposited by the City at the following times in the following order of priority: (a)Transfers to Trustee Revenue Fund Deposits. On or before the fourth Business Day before each date on which a 2016 Installment Payment becomes due and payable under this 2016 Installment Sale Agreement, the City shall, from the money in the System Revenue Fund, transfer to the Trustee for deposit in the Revenue Fund established pursuant to the Trust Agreement a sum equal to the 2016 Installment Pa).rnents becoming due and payable under this 2016lnstallment Sale Agreement on such due date, except that no such deposit need be made to the extent the Trustee then holds money for such purpose in the Revenue Fund available to pay the 2016 Installment Payment becoming due and payable under this 20l6Installment Sale Agreement on such date. The City shall also, from such remaining moneys in the System Revenue Fund, pay to the party entitled thereto or transfer or cause to be transferred to any applicable debt service or other payment fund or account for any Parity Obligations, without preference or priority between transfers made pursuant to this sentence and the preceding sentence, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, on the dates specified in the proceedings relating to such Parity Obligations, the sum or sums required to be paid or deposited in such debt service or other payrnent fund or account with respect to principal, premium, if any, and interest on Parity Obligations in accordance with the terms of such Parity Obligations. OHSUSA:764987020.3 12 After making the foregoing deposits and transfers hereinabove required to be made, or, if sooner, at such time as amounts remaining on deposit in the System Revenue Fund shall be sufficient to make the remaining transfers hereinabove required to be made in such Fiscal Year with respect to 2016 Installment Payments and Parity Obligations, the City shall apply any remaining money in the System Revenue Fund for any lawful purpose of the City. The City shall distribute System Net Revenues available for outstanding 2016 Installment Payments and debt service on all outstanding Parity Obligations on a pro rata basis without regard to whether each such Parity Obligations has a funded debt service reserve or a surety bond or other similar funding instrument. (b)Rate Stabilization Fund Deposit. The Ci ty may maintain and hold a separate fund to be known as the "Rate Stabilization Fund." From time to time the City may deposit in the Rate Stabilization Fund from such remaining System Gross Revenues such amounts as the City shall determine, provided that deposits for each Fiscal Year may be made until (but not after) one hundred fifty ( I 50) days following the end of such Fiscal Year. The City may withdraw amounts from the Rate Stabilization Fund only for inclusion in System Gross Revenues for any Fiscal Year, such withdrawals to be made until (but not after) one hundred fifty (150) days after the end of such Fiscal Year. A11 interest or other eamings upon deposits in the Rate Stabilization Fund shall be withdrawn therefrom and accounted for as System Gross Revenues. Section 3.03. Prepavment of 2016 Installment Payments. (a) The City may prepay from any source of available funds as a whole or in part on any date, on or after April 1, _, all or any part of the principal amount of the unpaid 2016 Installment Payment becoming due and payable on or after April 1, _, in such order of prepayment as the City may determine upon written direction to the Authority and the Trustee (or, if the City fails to desigrrate the order of prepayment, in inverse order of Installment Payment Date and by lot within an Installment Payment Date), at a prepayment price equal to the sum of the principal amount prepaid, plus accrued interest to the date ofprepayment, without premium. (b) Before making any prepayment pursuant to this section, the City shall give written notice to the Authority and the Trustee describing such event and specifying the date on which the prepayment will be paid and the order thereof, which date shall be not less than forty- thirty (30) days nor more than sixty (60) days from the date such notice is given; provided, that notwithstanding any such prepayment, the City shall not be relieved of its obligations hereunder, including specifically its obligations under this article, until the Purchase Price shall have been fully paid (or provision for payment thereof shall have been made pursuant to Article VII). Section 3.04. Pledee of Svstem Net Revenues. All System Net Revenues are hereby irrevocably pledged to the payment of the 2016 Installment Payments; provided, that out of the Systern Net Revenues there may be apportioned such sums for such purposes as are permitted by this article. This pledge shall constitute a lien on the System Net Revenues for the payrnent of the 2016 Installment Payments and Parity Obligations. OHStISA:754997020 3 13 ARTICLE IV PARITY OBLIGATIONS Section 4.01. Conditions for the Execution of Paritv Oblieations. The City shall not incur any obligation, the payment of which is payable from and secured by a lien and charge on the System Net Revenues prior to the lien and charge on System Net Revenues securing the 2016 lnstallment Payments under this 2016 Installment Sale Agreement. The City may at any time execute and deliver any Parity Obligation, the payment of which is payable from and secured by a lien and charge on the System Net Revenues on a parity with the lien and charge on System Net Revenues securing the 2016 Installment Payments due under this 2016 lnstallment Sale Agreement, provided: (a) Either - (1) as evidenced by a Certificate of the City, during any twelve (12) consecutive calendar months out of the immediately preceding eighteen (18) calendar month period, the System Net Revenues were at least equal to one hundred twenty percent (120%) of the Maximum Annual Debt Service for all Outstanding 2016 Installment Pa),rnents and all Outstanding Parity Obligations plus the Parity Obligation proposed to be executed; or (2) as evidenced by a Certificate ofthe City, the projected System Net Revenues during the first Fiscal Year in which Debt Service on the Parity Obligation is payable (other than from Authority Bond proceeds), is at least equal to one hundred twenty percent (120%) of the Maximum Annual Debt Service for all Outstanding 2016 lnstallment Pa),rnents and all Outstanding Parity Obligations plus the Parity Obligation proposed to be executed; (b) The proceeds ofsuch Parity Obligation proposed to be executed shall be used solely to finance or refinance (including reimbursement to the City of amounts advanced for such costs) one or more additions, betterments or improvements to the System as designated by the City and to pay any incidental costs and expenses related thereto, including the costs of issuance, execution or delivery of such proposed Parity Obligation; (c) There shall have been delivered to the City an Opinion of Counsel substantially to the effect that (l)the City has the right and power under applicable law to execute and deliver the Parity Obligation, and the Parity Obligation has been duly and lawfully executed and delivered by the City, is in full force and effect and is a valid and binding special obligation of the City, and (2) such Parity Obligation has been duly and validly authorized and issued in accordance herewith; (d) If required by the terms of such Parity Obligation, a separate reserve has been established for such Parity Obligation and provision has been made to fund such reserve; and (e) The City is not in default under this 2016 Instalhnent Sale Agreement OHSUSA:764987020.3 l4 Notwithstanding the foregoing provisions, neither clause (a) nor clause (b) above shall limit the ability of the City to execute any Parity Obligations at any time to refund any Outstanding 2016 Installment Payments or Outstanding Parity Obligations if the annual Debt Service for each Fiscal Year during which such Parity Obligation is Outstanding will not be increased by reason of the issuance of such Parity Obligation. Section 4.0 2. Subordinate Oblisations.The City may incur Subordinate Obligations without meeting any of the tests set forth in Section 4.01. ARTICLE V COVENANTS OF THE CITY Section 5.01. Com pliance with 2016 lnstallment Sal e Asreement and Trust Agreement. The Cit y will punctually pay the 2016 Installment Payments in strict conformity with the terms hereof, and will faithfully observe and perform all the agreements, conditions, covenants and terms contained herein required to be observed and performed by it, and will not terminate the 2016 Installment Sale Agreement for any cause including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the 2007 Project or the System, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of Califomia or any political subdivision of either or any failure of the Authority to observe or perform any agreement, condition, covenant or term contained herein required to be observed and performed by it, whether express or implied, or any duty, liability or obligation arising out of or connected herewith or the insolvency, or deemed insolvency, or bankruptcy or liquidation of the Authority or any force majeure, including Acts of God, tempest, storm, earthquake, war, rebellion, riot, civil disorder, acts of public enemies, blockade or embargo, strikes, industrial disputes, lockouts, lack of transportation facilities, fire, explosion, or acts or regulations of govemmental authorities. The City will faithfully observe and perform all the agreements, conditions, covenants and terms contained in the Trust Agreement required to be observed and performed by it, and it is expressly understood and agreed by and among the parties to the 2016 Installment Sale Agreement and the Trust Agreement that each of the agreements, conditions, covenants and terms contained in each such agreement is an essential and material term of the obligation ofthe City to repay the costs of the acquisition and construction of the 2007 Project and the costs and expenses incidental thereto paid by the Authority pursuant to, and in accordance with, and as authorized under law and the 2016 Installment Sale Agreement. Section 5.02. Use of Proceeds of Authoritv Bonds. The Authority and the City agree that the proceeds of the Authority Bonds will be used by the Authority to refinance the 2007 Project and to pay the incidental costs and expenses related thereto as provided herein and in the Trust Agreement. Section 5.03. Against Encumbrances. The Ci ty will pay or cause to be paid when due all sums of money that may become due or purporting to be due for any labor, seruices, materials, supplies or equipment fumished, or alleged to have been fumished, to or for OHSUSA:764987020.3 15 the City in, upon, about or relating to the System and will keep the System free of any and all liens against any portion of the System. In the event any such lien attaches to or is filed against any portion of the System, the City will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that if the City desires to contest any such lien it may do so. If any such lien shall be reduced to final judgment and such judgment or any process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and such stay thereafter expires, the City will forthwith pay or cause to be paid and discharged such judgm.ent. The City will, to the maximum extent permitted by law, indemnifr and hold the Authority and the Trustee harmless from, and defend each of them against, any claim, demand, loss, damage, liability or expense (including attomeys' fees) as a result of any such lien or claim of lien against any portion of the System. Section 5.04.Ie er Di ition of . The City will not sell, lease or otherwise dispose of the System or any part thereof essential to the proper operation ol the Systern or to the maintenance of the System Net Revenues, and will not enter into any agreement or lease which would impair the operation of the System or any part thereofnecessary to secure adequate System Net Revenues for the payment of the 2016 Installment Payments, or which would otherwise impair the rights of the Authority with respect to the System Net Revenues or the operation ofthe System; provided, that any real or personal prcperty which has become nonoperative or which is not needed for the efficient and proper operation of the System, or any material or equipment which has become wom out, may be sold if such sale will not reduce the System Net Revenues below the requirements to be maintained under Section 5.13. Section 5.05. Tax Covenants. (a) The City will not directly or indirectly use or permit the use ofany proceeds of the obligation provided herein or any other funds of the City or take or omit to take any action that would cause such obligation to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or a "federally-guaranteed obligation" within the meaning of Section 149(b) of the Code or a "private activity bond" as described in Section 141 of the Code. The City and the Authority covenant that they will at all times do and perform all acts necessary or desirable in order to assume that the interest on the Authority Bonds will not be included in gross income of the registered owners thereof for federal income tax purposes and will take no action that would result in such interest being so included. OHSUSA:764987020.3 t6 To that end, as long as any 2016 Installment Payments are unpaid, the City will comply with all requirements of such sections of the Code to the extent applicable to the obligations provided herein. In the event that at any time the City is of the opinion that for purposes of this Section it is necessary to restrict or to limit the leld on the investment of any moneys held by the City under this 2016 lnstallment Sale Agreement or by the Trustee under the Trust Agreement, the City shall so instruct the Trustee in writing and the Trustee, as appropriate, shall act in accordance with such instructions. (b) Notwithstanding any provision of this section or of Article VIII, if the City receives an opinion of Bond Counsel that any specified action required under this section is no longer required or that some further or different action is required to maintain the exclusion from gross income for federal income tax purposes on the Authority Bonds, the City may conclusively rely on such opinion in complying with the requirements of this section, and the covenants hereunder shall be deemed to be modified to that extent. Section 5.06. Maintenance and Operation of the Systeml Budgets. The Ci ty rvill maintain and preserve the System in good repair and working order at all times and will operate the System in an efficient and economical manner and will pay all Maintenance and Operation Costs as they become due and payable. Not later than September 1 of each year, the City will adopt and, if requested, make available to the Authority and the Trustee, a budget approved by the City Council of the City setting forth the estimated Maintenance and Operation Costs and the estimated payments for Parity Obligations for the then current Fiscal Year; provided, that any such budget may be amended at any time during any Fiscal Year and, if requested, such amended budget shall be made available to the Authority and the Trustee. Section 5.07. Compliance with Contracts The City will comply with, keep, observe and perform all agreements, conditions, covenants and terms, express or implied, required to be performed by it contained in all contracts for the use of the System and all other contracts affecting or involving the System to the extent that the City is a party thereto. Section 5.08. Pavment of Claims. The City will pay and discharge any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien on the System Net Revenues or any part thereof prior or superior to the obligation to make the 2016 Installment Payments as provided herein or which might impair the security of the 2016 Installment Payments. Section 5.09. Insurance. The City will procure and maintain such insurance relating to the System which it shall deem advisable or necessary to protect its interests and the interests of the Authority and the Trustee, which insurance shall afford protection in such amounts and against such risks as are usually covered in connection with municipal wastewater systems similar to the System; provided, that any such insurance may be maintained under a self- insurance program so long as such self-insurance is maintained in the amounts and manner usually maintained in connection with municipal wastewater systems similar to the System and is, in the opinion of an Insurance Consultant, financially sound. All policies of insurance required to be rnaintained herein shall provide that the Authority and the Trustee shall be given thirty (30) days' written notice of any intended cancellation thereof or reduction of coverage provided thereby. Section 5.10. Accounting Records and Financial Statements. (a) The City will keep appropriate accounting records in which complete and correct entries shall be made of all transactions relating to the System, which records shall be available for inspection by the Authority and the Trustee at reasonable hours and under reasonable conditions. (b) The City will prepare and file with the Authority and the Trustee annually within one hundred eighty (180) days after the close of each Fiscal Year (commencing with the OHSUSA:76498?020.3 t'7 Fiscal Year ending June 30, 2016) financial statements of the City for the preceding Fiscal Year prepared in accordance with generally accepted accounting principles, together with an Accountant's Report thereon. S ection 5.11. Protection of Securitv and Rish ts of the Authority and the Trustee The City will preserve and protect the security hereof and the rights of the Authority and the Trustee to the 2016 lnstallment Payments hereunder and will warrant and defend such rights against all claims and demands ofall persons. Section 5.12. Pavment of Taxes and Compliance with Govemmental Resulations. The Ci ty will pay and discharge all taxes, assessments and other govemmental charges which may hereafter be lawfully imposed uport the System or any part thereof when the same shall become due. The City will duly observe and conform with all valid regulations and requirernents of any govemmental authority relative to the operation of the System or any part thereo{ but the City shall not be required to comply with any regulations or requirements so long as the validity or application thereof shall be contested in good faith. Section 5.13. Amount of Rates Fees and Char The City will at all times fix, prescribe and collect rates and charges for the Wastewater Service during each Fiscal Year which will be at least sufiicient to field: (a) System Net Revenues for such Fiscal Year at least equal to one hundred twenty percent (120%) of Debt Service for such Fiscal Year and (b) System Net Revenues, excluding connection fees and transfers from the Rate Stabilization Fund, equal to one hundred percent (100%) of Debt Service for such Fiscal Year. The City may make adjustments from time to time in such fees and charges and may make such classification thereof as it deems necessary, but shall not reduce the rates and charges then in effect unless the System Net Revenues from such reduced rates and charges will at all times be sufficient to meet the requirements of this Section. Section 5.1 4. Collection of Rates. Fees and Charses.The City will have in effect at all times rules and regulations requiring each consumer or customer located on any premises connected with the System to pay the rates, fees and charges applicable to the Wastewater Service to such premises and providing for the billing thereof and for a due date and a delinquency date for each bill. The City will not permit any part of the System or any facility thereofto be used or taken advantage of fiee of charge by any corporation, firm or person, or by any public agency (including the United States of America, the State of Califomia and any city, county, district, political subdivision, public corporation or agency ofany thereof); provided, that the City may without charge use the Wastewater Service. Section 5.15. Further Assurances. The City will adopt, deliver, execute and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Authority of the rights and benefits provided to it herein. Section 5.16. Continuine Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of its obligations under the Continuing Disclosure Certificate to be delivered by the City in connection with the execution and delivery of the Authority Bonds. Notwithstanding any other provision hereof, failure of the City to comply with OHSUSA:?649E7020.3 l8 the Continuing Disclosure Certificate shall not be considered an Event of Default hereunder; provided, however, that any beneficial owner of Authority Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations in this section and the Continuing Disclosure Certificate. ARTICLE VI EVENTS OF DEFAULT AND REMEDIES Section 6.01.Events of Default and Acceleration o f Princioal. Ifone or more of the following Events of Default shall happen, that is to say - (1) if default shall be made in the due and punchral payment of any 2016 Installment Payment or of any Parity Obligation when and as the same shall become due and payable; (2) if default shall be made by the City in the performance of any of the other agreements or covenants contained herein required to be performed by it, and such default shall have continued for a period of sixty (60) days after the City shall have been given notice in writing ofsuch default by the Authority or the Trustee; or (3) if default shall be made by the City in the performance of any of the agreements or covenants contained in any Parity Obligation required to be performed by it, other than as set forth in (a) above, and such default shall have continued after any notice and grace period provided by such Parity Obligation; or (4) if the City shall file a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if a court of competent jurisdiction shall approve a petition filed with or without the consent of the City seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law ofthe United States of America or any state therein, or ifunder the provisions ofany other law for the reliefor aid of debtors any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its Foperty; then and in each and every such case during the continuance of such Event of Default specified in clause (1) or (a) above, the Trustee shall, and for any other such Event of Default the Trustee may, by notice in writing to the City, declare the entire principal amount of the unpaid 2016 Installment Payments and the accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything contained herein to the contrary notwithstanding. This Section is subject to the condition, however, that if at any time after the entire amount of the unpaid principal amount of the 2016 Installment Payments and the accrued interest thereon shall have been so declared due and payable and before any judgrnent or decree for the payment of the money due shall have been obtained or entered, the City shall deposit with the Trustee a sum sufficient to pay the unpaid amount of the 2016 lnstallment Payments due otherwise than as a result of such declaration and OHSUSA:764987020.1 l9 in the applicable debt service fund(s) the unpaid principal amount of any payments due under any Parity Obligation referred to in clause (1) above due and payable prior to such declaration and the accrued interest thereon, with interest on such overdue installments at the rate or rates applicable to such unpaid 2016 lnstallment Payments if paid in accordance with their terms and on the Parity Obligations in accordance with their terms, and the City shall have paid the reasonable expenses of the Authority, the Trustee and any fiduciaries for Parity Obligations resulting from such declaration, and any and all other defaults known to the Trustee (other than in the payment of the entire amount of the unpaid 2016 lnstallment Payments due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then and in every such case the Trustee, by written notice to the City, may rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. Section 6.02.Application of Svst em Net Revenues and Rate Stabilization Fund Upon Acceleration.Al1 System Net Revenues and all moneys on deposit in the Rate Stabilization Fund upon the date of the declaration of acceleration by the Trustee as provided in Section 6.01 and all System Net Revenues thereafter received shall be applied in the following order -- First, to the payment of the fees, costs and expenses of the Trustee, if any, in carrying out the provisions of this article, including reasonable compensation to its agents, accountants and counsel and including any indemnification expenses; and Second, to the payment of the interest on the 2016 Installment Payments and interest then due and payable on the entire principal amount of the unpaid Parity Obligations, and the unpaid principal components of the 2016 Installment Payments and the principal amount of the Parity Obligations which has become due and payable, whether on the original due date or upon acceleration, with interest on the overdue principal amount of the 2016 Installment Payments at the rate or rates applicable to such 2016 Installment Payments and the principal and interest amounts of the unpaid Parity Obligations at the rate or rates ofinterest then applicable to such Parity Obligations, and, if the amount available shall not be sufficient to pay in fulI all the amounts due with respect to the 20l6Installment Palments and the Parity Obligations, together with such interest on the 2016Installment Payments and interest on Parity Obligations, then to the payment thereof ratably, according to the principal and interest due, without any discrimination or preference. Section 6.03. Other Remedies. The Trustee shall have the ri ght -- (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the city or any councilmember, officer or employee thereof, and to compel the City or any such councilmember, officer or employee to perform and carry out its or his duties under law and the agreements and covenants required to be performed by it or him contained herein; OHSUSA:764987020.3 20 (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Authority or the Trustee; or (c) by suit in equity upon the happening ofan Event of Default to require the City and its councilmembers, officers and employees to account as the trustee ofan express trust. Section 6.04. Non-Waiver. Nothing in this article or in any other provision hereof shall affect or impair the obligation of the City, which is absolute and unconditional, to pay the 2016 Installment Payments from the System Net Revenues to the Trustee at the respective due dates or upon prepayment, or shall affect or impair the right of the Trustee, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract embodied herein. A waiver of any default or breach of duty or contract by the Trustee shall not affect any subsequent default or breach ofduty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shali be construed to be a waiver of any such default or breach ofduty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee. If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned or determined adversely to the Trustee, the Authority and the City and the Trustee shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. Section 6.05. Remedies Not Exclusive.No remedy herein conferred upon or reserved to the Trustee is htended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other rernedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by law. ARTICLE VII DISCHARGE OF OBLIGATIONS Section 7.01. Di schar ge of Oblieations (a) If the City shall pay or cause to be paid all the 2016 Installment payments at the times and in the manner provided herein, the right, title and interest of the Authority herein and the obligations of the City hereunder shall thereupon cease, terminate, become void and be completely discharged and satisfi ed. (b) Any unpaid principal installment of the 2016 Installment Payments shall on its payment date or date of prepayment be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if the City makes payment of such OHSUSA:7649E7020 3 21 2016 Installment Payments and the prepayment premium, if applicable, in the manner provided herein. (c) All or any portion of unpaid principal installments of the 2016 Installment Payments shall, prior to their payment dates or dates of prepayment, be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if (i) notice is provided by the Authority to the Trustee as required by the Trust Agreement, (ii) there shall have been deposited with the Trustee either money in an amount which shall be suffrcient, or Government Securities (as that term is defined in the Trust Agreement), the interest on and principal of which when paid will provide money which, together with money, if any, deposited with the Trustee, shall be sufiicient to pay when due the principal installments of such 2016 Installment Pa),ments or such portions thereof on and prior to their payment dates or their dates of prepayment, as the case may be, and the prepayment premiums, ifany, applicable thereto, and (iii) an opinion of nationally recognized bond counsel is filed with the Trustee to the effect that the action taken pursuant to this subsection will not cause the interest on the Authority Bonds to be includable in gross income under the Code for federal income tax purposes. (d) After the payment of all 2016 Installment Payments and prepayment premiums, if any, as provided in this section, and payment of all fees and expenses of the Trustee, the Trustee, upon request of the City, shall cause an accounting for such period or periods as may be requested by the City to be prepared and filed with the City and the Authority and shall execute and deliver to the City and the Authority all such instruments as may be necessary or desirable to evidence such total discharge and satisfaction of the 2016 Installment Sale Agreements, and the Trustee shall pay over and deliver to the City, as an overpayment of 2016 lnstallment Payments, all such money or investments held by it pursuant hereto other than such money and such investments as are required for the payment or prepayment of the 2016 Installment Payments, which money and investments shall continue to be held by the Trustee in trust for the payment of the 2016 Installment Payments and shall be applied by the Trustee pursuant to the Trust Agreement. ARTICLE VIII MISCELLANEOUS OHSUSA:764987020.3 22 Section 8.01. Liabilitv of Citv Limited to System Net Revenues. Notwithstanding anything contained herein, the City shall not be required to advance any moneys derived from any source of income other than the System Net Revenues for the payment of the 2016 Installment Payments or for the performance of any agreements or covenants required to be performed by it contained herein. The City may, however, advance moneys for any such purpose so long as such moneys are derived from a source legally available for such purpose and may be legally used by the City for such purpose. The obligation of the City to make the 2016 Installment Payments is a special obligation ofthe City payable solely from the System Net Revenues as provided herein, and does not constitute a debt of the City or of the State of Califomia or of any political subdivision thereofwithin the meaning ofany constitutional or statutory debt limitation or restriction. Section 8.02. Benefits of 2016 Installment Sale Agreement Limited to Parties Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the City or the Trustee any right, remedy or claim under or pursuant hereto, and any agreement or covenant required herein to be performed by or on behalfofthe Authority, the City or the Trustee shall be for the sole and exclusive benefit ofthe other parties. Section 8,03. Successor Is Deemed Included in all References to Predecessor Whenever either the Authority or the City or the Trustee is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority, the City or the Trustee, and all agreements and covenants required hereby to be performed by or on behalfofthe Authority or the City or the Trustee shall bind and inure to the benefit ofthe respective successors thereofwhether so expressed or not. Section 8.04. Waiver of Personal Liabilitv. No counci lmember, officer or employee of the City shall be individually or personally liable for the payment of the 2016 Installment Payments, but nothing contained herein shall relieve any councilmember, officer or employee of the City from the performance of any official duty provided by any applicable provisions of law or hereby. Section 8.05. Article and Section Headin Gender and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience ofreference and shall not affect the meaning, construction or effect hereof, and words ofany gender shall be deemed and construed to include all genders. All references herein to "Articles," "Sections," "Exhibits" and other subdivisions or clauses are to the corresponding articles, sections, exhibits, subdivisions or clauses hereof; and the words "hereby," "herein," "hereof," "hereto," "herewith" and other words of similar import refer to the 2016 Installment Sale Agreement as a whole and not to any particular article, section, exhibit, subdivision or clause hereof. Section 8.06. Partial Invalidilv. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the Authority or the City shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof. The Authority and the City hereby declare that they would have executed the 2016 Installment Sale Agreement, and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. Section 8.07. Assienment. The 2016 Installment Sale Agreernent and any rights hereunder shall be assigned by the Authority to the Trustee as provided in the Trust Agreement; to which assignment the City hereby expressly acknowledges and consents. The City acknowledges having read the Trust Agreement, approves the Trust Agreement and agrees to perform all duties imposed on it by the Trust Agreement. Insofar as any section of the Trust Agreement imposes duties and responsibilities on the City, it is specifically incorporated herein by reference. To the extent that this 2016 Installment Sale Agreement confers upon or gives or OHSUSA:764937020.3 gants the Trustee any right, remedy or claim under or by reason of this 2016 Installment Sale Agreement, the Trustee is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder. Section 8.08. Net Contract. The 2016 Installment Sale Agreement shall be deemed and construed to be a net contract, and the City shall pay absolutely net during the term hereof the 2016 Installment Payments and all other payments required hereunder, free of any deductions and without abatement, diminution or set-offwhatsoever. Section8.09. Califomia Larv . The 2016 Installment Sale Agreement shall be construed and govemed in accordance with the laws of the State of Califomia Section 8.10. Indemni ti The City shall, to the full extent then permitted by law, indemnifu, protect, save and keep harmless the Authority and its directors, officers and employees and the Tmstee and its diectors, officers and employees from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of the cause thereof, and expenses in connection therewith, including, vrithout limitation, counsel fees and expenses, penalties and interest arising out ofor as the result of the entering into of the 2016 Installment Sale Agreement, the Trustee's acceptance or administration of the trust of the Trust Agreement, or the exercise or performance of any of its powers or duties thereunder or under any of the documents relating to the Bonds to which it is a party, the acquisition, construction, installation and use of lhe 2007 Project and each portion thereof or any accident in connection with the operation, use, condition or possession of the 2007 Project or any portion thereof resulting in damage to property or injury to or death to any person including, without limitation, any claim alleging latent and other defects, whether or not discoverable by the City or the Authority; any claim for patent, trademark or copyright infringement; and any claim arising out of strict liability in tort. The indemnification arising under this section shall continue in full force and effect notwithstanding the full payment of all obligations hereunder or the termination hereof for any reason. The City agrees not to withhold or abate any portion of the paynents required pursuant hereto by reason of any defects, malfunctions, breakdowns or infirmities of the 2007 Project. The City and the Authority mutually agree to promptly give notice to each other of any c'laim or liability hereby indemnified against following either's leaming thereof. Section 8.11. Funds. Any fund required to be established and maintained herein by the Director of Finance may be established and maintained in the accounting records of the Director of Finance either as an account or a fund, and may, for the purpose of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to any such fund shall at all times be maintained in accordance with sound accounting practice and with due regard for the protection of the security of the Authority Bonds and the rights of the owners of the Authority Bonds. Section 8.12. Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely: OHSUSA:764987020.1 If to the City:City of Burlingame 501 Primrose Road Burlingame, CA 94010-3997 Attention: FinanceDirector If to the Authority:Burlingame Financing Authority c/o City of Burlingame-Dept. of Finance 501 Primrose Road Burlingame, CA 94010-3997 Attention: Executive Director Section 8.13. Effective Date. The 2016 lnstallment Sale Agreement shall become effective upon its execution and delivery, and shall terminate when the Purchase Price shall have been fully paid (or provision for the payment thereof shall have been made pursuant to Article VII). Section 8.14. Execution in Counterparts. The 2016 Installment Sale Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. OHSUSA:7649E7020.3 25 IN WITNESS WHEREOF, the parties hereto have executed the 2016 Installment Sale Agreement by their officers thereunto duly authorized as of the day and year first written above. CITY OF BURLINGAME By Finance Director/Treasurer BURLINGAME FINANCING AUTHORIry By Executive Director OHSUSAi7649E7020.3 lo EXHIBIT A THE 2O07 PROJECT The 2007 Project consists of the capital improvements funded with the Burlingame Financing Authority Water and Wastewater Revenue Bonds, Series 2007. OHSUSA:7649E7020.3 A-l DRAFT 4/15t2016 2OI 6 INSTALLMENT SALE AGREEMENT (WASTEWATER SYSTEM) by and behveen the CITY OF BURLINGAME, as Purchaser AND THE BURLINGAME FINANCING AUTIIORITY, as Seller for the CITY OF BURLINGAME WASTEIVATER SYSTEM PROJECTS Dated as of June 1,2016 OHSUSA:?64937020.3 TABLE OF CONTENTS ARTICLE I DEFINITIONS Sectionl.0l. Definitions.............. ARTICLE II PURCHASE OF THE 2007 PROJECT; TERMINATION OF 2007 CONTRACT.... Section 2.01. Purposes Section 2.02. Transfer of2007 Project ARTICLE TV PARITY OBLIGATIONS Section 4.01 . Conditions for the Execution of Parity Obligations........................... Section4.02. SubordfurateObligations. ARTICLE V COVENANTS OF THE CIry.......... Section 5.01. Compliance with 2016 lnstallment Sale Agreement and Trust Agreement........ Section 5.02. Use ofProceeds of Authority Bonds . Section5.03. AgainstEncumbrances... Section 5.04. Against Sale or Other Disposition of property........... Section 5.05. Tax Covenants Section 5.06. Maintenance and Operation of the System; Budgets................. Page 2 ) 10 l0 Section 2.03. Purchase of2007 Project by the City Section 2.04.Termination of the 2007 Contract.............. ARTICLE III 2016 INSTALLMENT PAYMENTS Section 3.01. Purchase Price.. Section 3.02. Payment of 201 6 Installment Payments.................... Section 3.03. Prepayment of 2016 Installment Pa).rnents........................................ 13 Section 3.04. Pledge ofSystem Net Revenues ........ l0 ........ 10 ........ 10 1l lt 12 14 t4 t4 15 l5 15 16 16 l6 16 .....17 .....17Section 5.07. Compliance with Contracts. Section5.08. PaymentofClaims.......-...... Section5.09. Insurance........... Section 5.10. Accounting Records and Financial Statements......... Section 5.1 l. Protection of Security and fughts of the Authority and the Trustee............ t'7 18 .. 18 ........... l8 Section 5.12. Payment of Taxes and Compliance with Govemmental Regulations Section 5.13. Amount ofRates, Fees and Charges.... I8 OHSUSA:76{9E?020.3 -1- l8 TABLE OF CONTENTS (continued) Section 5.14. Collection ofRates, Fees and Charges Page Section 5.15. Further Assurances. Section5.l6. ContinuingDisclosure ARTICLE VI EVENTS OF DEFAULT AND REMEDIES Section 6.01. Events ofDefault and Acceleration ofPrincipal Section 6.02. Application ofSystem Net Revenues and Rate Stabilization Fund Upon Acceleration...............)n Section6.03. OtherRemedies.........2l Section 6.04. Non-Waiver......2l ARTICLE VII DISCHARGE OF OBLIGATIONS ...22 Section 7.01. Discharge of Obligations 22 23 23 ARTICLEVIII MISCELLANEOUS Section 8.01. Liability of City Limited to System Net Revenues............................ t9 l9 19 l9 .......... 19 Section 8.02. Section 8.03. Section 8.04. Section 8.12. Benefits of 2016 Installment Sale Agreement Limited to Parties......23 Successor Is Deemed lncluded in all References to Predecessor...... 23 Waiver of Personal Liability...... ..-...........................23 23 24 Section 8.05. Article and Section Headings, Gender and References Section 8.06. Partial Invalidity Section 8.07. Assignment Section 8.08. Net Contract ............... Section8.09. CalifomiaLaw........... Section8.10. Indemnification .....24 ...........24 24 Section8.1l. Funds.....................................25 ...........25 Section8.13. EffectiveDate.................. Section 8.14. Execution in Counterparts. EXHIBIT A THE 2OO7 PROJECT......... ......25 .....,..,...25 A-1 OHSUSA:764987020.3 -11- TRUST AGREEMENT THIS TRUST AGREEMENT dated as of June l, 2016 (the "Trust Agreement"), by and between the BURLINGAME FINANCING AUTHORITY (the "Authority'), a public entity and agency (duly organized and existing pursuant to an Agreement entitled "Joint Exercise of Powers Agreement" by and between the City of Burlingame and the Redevelopment Agency of the City of Burlingame), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (successor in interest to BNY Westem Trust Company), a national banking association duly organized and existing under the laws of the United States of America, as trustee (the "Trustee"); WITNESSETH: WHEREAS, the Authority is a joint exercise of powers authority duly organized and operating pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Govemment Code of the State of Califomia (the 'Act"); WHEREAS, Article 4 of the Act authorizes and empowers the Authority to issue bonds to assist local agencies in financing and refrnancing projects and programs consisting of certain public improvements or working capital or liability and other insurance needs whenever a local agency determines that there are significant public benefits from so doing; WHEREAS, the City of Burlingame has determined that the consummation of the hansactions contemplated in the Installment Sale Agreements (as hereinafter defined) and this Trust Agreement will result in significant public benefits; WHEREAS, the Authority is empowered pusuant to the Installment Sale Agreements and the aforementioned Article 4 of the Act to cause the refunding of the Authority's Water and Wastewater Revenue Bonds, Series 2007 (the "Prior Bonds") through the issuance of its bonds; WHEREAS, the Authority has authorized the issuance of its Water and Wastewater Revenue Refunding Bonds, Series 2016 (the "Bonds"), in an aggregate principal amount of Bonds; Dollars ($) to refund the Prior WHEREAS, to provide for the authentication and delivery of the Bonds (as hereinafter defined), to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the full and timely payment of the principal thereof and premium, if any, and interest thereon, the Authority has authorized the execution and delivery of this Trust Agreement; WHEREAS, the Authority has determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal obligations of the Authority payable in accordance with their terms, and to constitute this Trust Agreement a valid and binding agreement of the parties hereto for the uses and OHSUSA:764987054.3 purposes herein set forth, have been done and taken, and have been in all respects duiy authorized; NOW, THEREFORE, THIS TRUST AGREEMENT WITNESSETH, thAt in order to secure the full and timely payment of the principal of, prernium, if any, and the interest on all Bonds at any time issued and outstanding under this Trust Agreement, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the holders thereof, and for other valuable consideration, the receipt whereof is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit ofthe respective holders from time to time of the Bonds, as follows: ARTICLE I DEFINITIONS; EQUAL SECURITY SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any Supplemental Trust Agreement and of any certificate, opinion, request or other document herein or therein mentioned have the meanings herein specified, unless otherwise defined in such other document. Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the lnstallment Sale Agreements. Act The term "Act" means the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title I of the Government Code of the State, as amended) and all laws amendatory thereof or supplemental thereto. Authority The term "Authority'' means the Burlingame Financing Authority created pursuant to the Act and its successors and assigns in accordance herewith. Authorized Denominations The term "Authorized Denominations" means $5,000 or any integral multiple thereof. Bond Counsel The term "Bond Counsel" means counsel of recogrrized national standing in the field of law relating to municipal bonds, appointed by the Authority. 2 OHSUSA:?6'193705J.3 Bonds, Serial Bonds The term "Bonds" means all bonds of the Authority authorized by and at any time Outstanding pursuant hereto and executed, issued and delivered in accordance with Article II. The term "Serial Bonds" means Bonds for which no sinking fund payments are provided. Bond Year The term "Bond Year" means the twelve (l2)-month period ending on October 1 of each year to which reference is made. Bondholder; Holder; Owner The term "Bondholder," "Holder" or "Owner" means any person who shall be the registered owner of any Outstanding Bond. Business l)ay The term "Business Day" means a day that is not a Saturday, Sunday or legal holiday on which banking institutions in the State of New York or Califomia are authorized to remain closed, or a day on which the Federal Reserve system is closed. Certificate of the Authority The term "Certificate of the Authority'' means an instrument in writing sigrred by the Chair, Vice-Chair, Executive Director, Secretary or Treasurer of the Authority, or by any other person (whether or not an offrcer of the Authority) who is specifically authorized by resolution ofthe Authority for that purpose. Certificate of the City The term "Certificate of the City'' means an instrument in writing signed by the Mayor, Vice-Mayor, City Manager or Finance Director/Treasurer of the City, or by any such officials' duly appointed desigree, or by any other officer or employee of the City duly authorized by the City Council of the City for that purpose. City The term "City'' means the City of Burlingame, a city organized and validly existing under the laws of the State. Code The term "Code" means the Internal Revenue Code of 1986, as amended -) OHSUSA:764987054.3 Continuing Disclosure Certifi cate The term Continuing Disclosure Certificate shall mean that certain Continuing Disclosure Certificate executed by the City dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. Costs of Issuance The term "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the City or the Authority and related to the authorization, execution and delivery of the Installment Sale Agreements, this Trust Agreement and the issuance and sale of the Bonds, including, but not limited to, costs of preparation and reproduction of documents, costs ofrating agencies and costs to provide information required by rating agencies, filing and recording fees, fees and charges of the Trustee, legal fees and charges, fees and disbursements of consultants and professionals, fees and charges for preparation, execution and safekeeping of the Bonds, fees of the Authority and any other authorized cost, charge or fee in connection with the issuance of the Bonds. Costs of Issuance Fund The term "Costs of Issuance Fund" means the fund by that name established pursuant to Section 3.01. Depository The term "Depository'' shall mean DTC or another recognized securities depository selected by the Authority which maintains a book-entry systern for the Bonds. DTC The term "DTC" means The Depository Trust Cornpany, New York, New York. Escrow Agreement The term "Escrow Agreement" means the Escrow Agreement, dated as of June 1, 2016, between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee for the Prior Bonds. Escrorv Fund The term "Escrow Fund" means the escrow fund held pursuant to the Escrow Agreement. 4 OHSUSA:7649E7054.3 Event of Default The term "Event of Default" shall have the meaning specified in Section 7.01. Financial Nervspaper The term "Financial Newspaper" means The Wall Sheet Joumal or The Bond Buyer, or any other newspaper or joumal printed in the English language, publishing financial news, and selected by the Authority. Fiscal Year The term "Fiscal Year" means the twelve (12) month period terminating on June 30 of each year, or any other annual accounting period hereafter selected and desigrrated by the Authority as its Fiscal Year in accordance with applicable law' Government Securities The term "Govemment Securities" means: 1. U.S. Treasury Certificates, Notes and Bonds (including State and Local Govemment Series - (SLGs)). 2. Direct obligations of the U.S. Treasury which have been stripped by the U.S. Treasury itself. 3. Resolution Funding Corp. ("REFCORP"). Only the interest component of REFCORP strips which have been stripped by request to the Federal Reserve Bank ofNew York in book entry form are acceptable. 4. Pre-refunded municipal bonds rated "Aaa" by Moody's and "AJAA' by S&P. If, however, the issue is only rated by S&P (i'e., there is no Moody's rating) then the pre-refunded bonds must have been pre-funded with cash, direct U.S. or U.S. guaranteed obligations, or AAA rated pre-refunded municipals to satisfu this condition. 5. Obligations issued by the following agencies which are backed by the full faith and credit of the U.S.: U.S. Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates ofbeneficial ownership b. Farmers Home Administration (FmHA) a c 5 OHSUSA:764987054.1 Federal Financing Book U. S. Maritime Administration Guaranteed Title XI financing U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. govemrnent guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds. Independent Certified Public Accountant The term "Independent Certified Public Accountant" means any certified public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State or a comparable successor, appointed and paid by the Authority, and who, or each of whom - (1) is in fact independent according to the Statement of Auditing Standards No. I and not under the domination of the Authority or the City; (2) does not have a substantial financial interest, direct or indirect, in the operations of the Authority or the City; and (3) is not connected with the Authority or the City as a member, offrcer or employee of the Authority or the City, but who may be regularly retained to audit the accounting records ofand make reports thereon to the Authority or the City. Information Services The term "Information Services" means the Electronic Municipal Market Access System of the Municipal Rulemaking Board; and in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and./or such other services providing information with respect to called bonds, or such services as the Authority may designate in a Certificate ofthe Authority delivered to the Trustee. Installment Payments The term "lnstallment Payments" means the Installment Payments due under the Installment Sale Agreements. Installment Sale Agreements d f. The term "Installment Sale Agreements" means, Installment Sale Agreement (Water Systern) and the Installment collectively, the Sale Agreement OHSUSA:?6498705.1.3 6 G enera I S ervi ces A dmini s tr ati o n Participation Certifi cates (Wastewater System), each dated as of June 1,2016, by and between the Authority and the City, as such may be amended or supplemented from time to time. Interest Payment Date The term "Interest Payment Date" means April I and October I in each year, commencing October l, 2016. Joint Powers Agreement The term 'Toint Powers Agreement" means the Joint Exercise of Powers Agreement by and between the City and the Redevelopment Agency of the City of Burlingame, dated May 15, 1995, as originally executed and as it may Aom time to time be amended or supplernented pursuant to the provisions hereof and thereof. Moody's The term "Moody's" means Moody's Investors Service, Inc. a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigrrs, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Moody's" shall be deemed to refer to any other nationally recogtized securities rating agency selected by the City. Opinion of Counsel The term "Opinion of Counsel" means a written opinion of Bond Counsel. 0utstanding The term "Outstanding," when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 9.02) all Bonds except (l) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (2) Bonds paid or deemed to have been paid within the meaning of Section 10.01; and (3) Bonds in lieu ofor in substitution for which other Bonds shall have been executed, issued and delivered by the Authority pursuant hereto. Permitted InYestments The term "Permitted Investments" means any of the following, if and to the extent each is permissible for investment of funds of the Authority, as stated in its current investment policy and pursuant to applicable laws (provided that the Trustee shall be entitled to rely upon any investment directions from the Authority or City as '7 OHSUSA:764987054.3 conclusive certification to the Trustee that the investments described therein comply with the current investment policy of the Authority and are so authorized under the laws ofthe State of Califomia): A. Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Departrnent of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): l. U.S. Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership 2. Farmers Home Administration (FmHA) Certifi cates of Benefi cial Ownership Federal Financing Bank General Services Administration Participation Certifi cates 6. Govemmental National Mortsase Association (GNMA or Ginnie Mae) GNMA - guaranteed mortgage-backed bonds GNMA - guaranteed pass-through obligations (these obligations are not acceptable for certain cash-Jlow sensitive issues) 7. U.S. Maritime Administration Guaranteed Title XI financing 8. U.S. Department of Housinq and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. govemment guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. govemment guaranteed public housing notes and bonds J 4 5 8 OHSUSA:?6.193705-1 l Federal Housine Administration Debentures (FHA) I. 2. Federal Home Loan Mortsase Comoration (FHLMAC or Freddie Mac) Participation Certifi cate Senior debt obligations 3. Federal National Morteage Association (FNMA or Fannie Mae) Mortgage-backed securities and senior debt obligations 4. Student Loan ketins Association (SLMA or Sallie Mae) Senior debt obligations 5. Resolution Fundine Com (REFCORP) obligations 6. Farm Credit Svstem Consolidated systemwide bonds and notes D. Money market funds registered under the Federal lnvestment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of AAAm-G; AAA-m; or AA-m and if rated by Moody's rated Aaa, Aal or Aa2 including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered, (ii) the Trustee collects fees for services rendered pursuant to this Trust Agreement, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Trust Agreement may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee. E. Certificates of deposit secured at all times by collateral described in (A) and/or (B) above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks which may include the Trustee and its affiliates. The collateral must be held by a third party and the bondholders must have a perfected first security interest in the collateral. 9 OHSUSA:764987054.3 C. Bonds, debenfures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies which are not backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): Federal Home Loan Bank System Senior debt obligations F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including BIF and SAIF including those of Trustee and its affiliates. G. lnvestment Agreements, including GIC's and Forward Purchase Agreements. H. Commercial paper rated, at the time of purchase, "Prime -1" by Moody's and "A-1" or better bY S&P. I. Bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one of the two highest rating categories assigned by such rating agencies. J. Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime - 1" or "A3" or better by Moody's and "A-1" or "A" or better by S&P' K. Repurchase Agreements ("Repos") must follow the following criteria. Repos provide for the transfer ofsecurities from a dealer bank or securities finn (seller/borrower) to a municipal entity (buyer/lender), and the transfer ofcash from a municipal entity to the dealer bank or securities firm with an agreement that the dealer bank oi securities firm will repay the cash plus a yield to the municipal entity in exchange for the securities at a specified date. l. Repos must be between the municipal entity and a dealer bank or securities firm a. Primary dealers on the Federal Reserve reporting dealer list which are rate "A" or better by S&P and "A2" or better by Moody's, or b. Banks rated "A" or better by S&P and "A2" or better by Moody's. 2. The written repurchase agreement must include the following: a. Securities which are acceptable for transfer are: (1) Direct obligations of the United States of America referred to in clause A above, or (2) Obligations offederal agencies referred to in OHSUSA:764987054.3 clause B above l0 (3) Obligations of FNMA and FHLMC b. The term ofthe Repos maybe up to 30 days. c. The collateral must be delivered to the municipal entity, trustee (if trustee is not supplying the collateral) or third party acting as agent for the trustee is (if the trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities). d.Valuation of Collateral. (1) the securities must be valued weekly, marked-to-market at curent market price plus accrued interest. (2) The value of collateral must be equal to 104% of the amount of cash transferred by the municipal entity to the dealer bank or security firm under the repo plus accrued interest. If the value of securities held as collateral slips below 104% of the value of the cash transferred by the municipal entity, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FHLMC, then the value of the collateral must equal 105%. 3. A legal opinion which must be delivered to the municipal entity that states that the Repo meets guidelines under state law for legal investment of public funds. The Local Agency lnvestment Fund ofthe State of Califomia; Califomia Arbitrage Management Program; and Any other investment approved by the City. The term '?erson" means a corporation, firm, association, partnership, trust, or other legal entity or $oup of entities, including a govemmental entity or any agency or political subdivision thereof. Principal Office The term "Principal Office" refers to the office of the Trustee noted in Section 12.12 and such other offrces as the Trustee may designate from time to time except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency business shall be conducted. L M N. Person OHSUSAi764987054.3 1l Principal Payment Date The term "Principal Payment Date" means any date on which principal of the Bonds is required to be paid (whether by reason of maturity, redemption or acceleration). Prior Bonds The term "Prior Bonds" means the Authority's Water and Wastewater Revenue Bonds, Series 2007. Rating Agencies The term "Rating Agencies" means, as of any date, (a) Moody's, if Moody's then maintains a rating on the Bonds, and (b) S&P, if S&P then maintains a rating on the Bonds. Rating Category The term "Rating Category" means one of the general long-term (or short- term, if so specifically provided) rating categories of either Moody's and S&P, without regard to any refinement or gradation of such rating category by a numerical modifier or otherwise. Record Date The term "Record Date" means the close of business on the fifteenth (15th) calendar day (whether or not a Business Day) of the month preceding any lnterest Payment Date. Redemption Date The term "Redanption Date" shall mean the date fixed for redernption of any Bonds. Redemption Price The term "Redemption Price" means, with respect to any Bond (or portion thereof), the principal amount of such Bond (or portion) plus the applicable premium, if any, payable upon redemption thereof pursuant to the provisions of such Bond and this Trust Agreement. Representation Letter The term "Representation Letter" means the blanket letter of representation of the Authority to DTC or any similar letter to a substitute depository. OHSUSA:764987054.3 t2 The term "Revenues" means (i) all Installment Payments and other payments paid by the City and received by the Authority pursuant to the Installment Sale Agreements, and (ii) all interest or other income from any investment, pursuant to Section 6.03, of any money in any fund or account (other than the Rebate Fund) established pursuant to this Trust Agreement or the lnstallment Sale Agreements. Securities Depositories The term "Securities Depositories" means: The Depository Trust Company or such other securities depositories as the Authority may designate to the Trustee. s&P The term "S&P" means Standard and Poor's Ratings Services, a Standard & Poor's Financial Services LLC business, and its successors and assigrrs, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term S&P shall be deemed to refer to any other nationally recognized securities rating agency selected by the City. State The term "State" means the State of Califomia. Supplemental Trust Agreement The term "Supplemental Trust Agreement" means any trust agreement then in full force and effect which has been duly executed and delivered by the Authority and the Trustee amendatory hereof or supplemental hereto; but only if and to the extent that such Supplemental Trust Agreement is executed and delivered pursuant to the provisions hereof. OHSUSA:764987054.3 l3 Responsible Officer The terrn "Responsible Officer" means any officer of the Trustee assip.ed to administer its duties under this Trust Agreernent. Revenue Fund The term "Revenue Fund" means the fund by that name established pursuant to Section 5.02. Revenues Tax Certificate The term "Tax Certificate" means the Tax Certificate delivered by the Authority at the time of the issuance and delivery of the Bonds, as the same may be amended or supplemented in accordance with its terms. Treasurer The term "Treasuref' means the Treasurer and Conholler of the Authority designated pursuant to the Joint Powers Agreement. Trust Agreeme[t The term "Trust Agreemant" means this Trust Agreement, dated as of June 1, 2016 between the Authority and the Trustee, as originally executed and as it may from time to time be amended or supplemented by all Supplemental Trust Agreements executed pursuant to the provisions hereof. Trustee The term "Trustee" means The Bank of New York Mellon Trust Company, N.A., or any other association or corporation which may at any time be substituted in its place as provided in Section 8.01. Written Request of the Authority The term "Written Request of the Authority' means an instrument in writing signed by or on behalf of the Authority by its Chair, Vice-Chair, Executive Director, Treasurer or Secretary or by any other person (whether or not an officer of the Authority) who is specifically authorized by resolution ofthe Authority for that purpose. Written Request of the City The term "Written Request of the City'' means an instrument in writing to the Trustee signed by the Mayor, Vice-Mayor, City Manager, or the Finance Director/Treasurer of the City, or by any such officer's duly appointed designee, or by any other officer or employee ofthe City duly authorized by the City for that purpose. SECTION 1.02. Equal Security. In consideration ofthe acceptance of the Bonds by the Bondholders thereof, this Trust Agreement shall be deemed to be and shall constitute a contract among the Authority, the Trustee and the Bondholders from time to time of all Bonds authorized, executed, issued and delivered hereunder and then Outstanding to secure the full, timely and final payment of the interest on and principal of and redemption premiums, if any, on all Bonds which may from time to time be authorized, executed, issued and delivered hereunder, subject to the agreements, conditions, covenants and provisions contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Authority shall be for the equal and proportionate benefit, protection and security of all Bondholders of the Bonds OHSUSA:7649E705,1.3 t4 without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein. SECTION 1.03. Interpretation. (a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean or include the neuter, masculine or feminine gender, as appropriate. (b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. SECTION 2.01. aggegate principal amount of $ ARTICLE II THE BONDS Authorization of Bonds. (a) The Bonds in an are hereb y authorized to be issued by the Authority. The Bonds shall be designated "Burlingame Financing Authority Water and Wastewater Revenue Refunding Bonds, Series 2016." (b) The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and that the Authority is now duly authorized, pursuant to each and every requirement of the Act, to issue the Bonds in the form and manner provided herein for the purpose of providing funds to refund the Prior Bonds, and that the Bonds shall be entitled to the benefit, protection and security ofthe provisions hereof. (c) The validity ofthe issuance ofthe Bonds shall not be dependent on or affected in any way by the proceedings taken by the Authority to refund the Prior Bonds. The recital contained in the Bonds that the same are issued pursuant to the Act and pursuant hereto shall be conclusive evidence of their validity and of the regularity of their issuance, and all Bonds shall be incontestable from and after their issuance. The Bonds shall be deemed to be issued, within the meaning hereof, whenever the definitive Bonds (or any temporary Bonds exchangeable therefor) shall have been delivered to the purchaser thereof and the proceeds of sale thereof received. SECTION 2.02. Terms of the Bonds. (a) The Bonds shall be dated 2016, shall be issued only in fully registered form in Authorized Denominations (not exceeding the principal amount of Bonds maturing at any one time), and shall mature in the years and in the principal amounts and bear interest at the rates as l5 OHSUSA:764987054.3 set forth in the following schedule, subject to prior redemption as described in Article IV hereof: Maturity Date (April 1) Principal Amount Interest Rate The Bonds shall bear interest at the rates set forth above, payable on October 1,2016, and semiannually thereafter on April I and October 1 in each year' The Bonds shall bear interest from the Interest Payment Date next preceding the date of registration thereof, unless such date ofregistration is an Interest Payment Date, in which event they shall bear interest from such date, or unless such date of registration is prior to the first Interest Payment Date, in which event they shall bear interest from their dated date. The amount of interest so payable on any [nterest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) Payment of interest on the Bonds due on or before the maturity or prior redemption thereof shall be paid by check mailed by first class mail on each Interest Payment Date to the person in whose name the Bond is registered as of the applicable Record Date for such Interest Payment Date at the address shorvn on the regishation books maintained by the Trustee pursuant to Section 2.09; provided, however, that interest on any Bonds shall be paid by wire transfer or other means to provide immediately available funds to any Holder of at least 51,000,000 in aggregate principal amount ofsuch Bonds, at its option, according to wire instructions given to the Trustee in writing for such purpose and on file prior to the applicable Record Date preceding the lnterest Payment Date. (c) Interest on any Bond shall cease to accrue (i) on the maturity date thereof, provided that there has been irrevocably deposited with the Trustee an amount sufficieni to pay the principal amount thereof, plus interest accrued thereon to such date; or (ii) on the redemption date thereof, provided there has been irrevocably deposited with OHSUSA:?64987054.3 16 the Trustee an amount sufficient to pay the Redemption Price thereof, plus interest accrued thereon to such date. The Holder of such Bond shall not be entitled to any other payment, and such Bond shall no longer be Outstanding and entitled to the benefits of this Trust Agreanant, except for the payment of the principal amount or Redemption Price, of such Bond, as appropriate, from moneys held by the Trustee for such payment. (d) The principal of the Bonds shall be payable by check in lawful money of the United States of America at the Principal Office of the Trustee. No payment of principal shall be made on any Bond unless and until such Bond is surrendered to the Trustee for cancellation. (e) The Trustee shall identiff all payments (whether made by check or by wire transfer) of interest, principal, and pronium by CUSIP number of the related Bonds. SECTION 2.03. Form of Bonds. The Bonds and the authentication and registration endorsement and assignment to appear thereon shall be substantially in the forms set forth in Exhibit A hereto attached and by this reference herein incorporated. SECTION 2.04, Execution of Bonds. The Executive Director of the Authority is hereby authorized and directed to execute each of the Bonds on behalf of the Authority and the Secretary of the Authority is hereby authorized and directed to countersign each of the Bonds on behalf of the Authority. The signatures of such Executive Director and Secretary may be by printed, lilhographed or engraved by facsimile reproduction. In case any officer whose signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds to the purchaser thereof, such signature shall nevertheless be valid and sufficient for all purposes as ifsuch officer had rernained in office until such delivery ofthe Bonds. Only those Bonds bearing thereon a certificate of authentication in the form hereinbefore recited, executed manually and dated by the Trustee, shall be entitled to any benefit, protection or security hereunder or be valid or obligatory for any purpose, and such certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly authorized, executed, issued and delivered hereunder and are entitled to the benefit, protection and security hereof. SECTION 2.05. Transfer and Payment of Bonds. Any Bond may, in accordance with its terms, be transferred in the books required to be kept pusuant 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 executed written instrument of transfer in a form acceptable to the Trustee. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and deliver to the transferee a new Bond or Bonds of the same maturity for a like aggregate principal amount of Authorized Denominations. The Trustee shall require the payment by the Bondholder requesting such transfer ofany tax or other govemmental charge required to OHSUSA:764987054.3 17 be paid with respect to such transfer as a condition precedent to the exercise of such privilege. The Authority and the Trustee may, except as otherwise provided herein, deem and treat the registered owner ofany Bond as the absolute owner of such Bond for the purpose of receiving payment thereof and for all other purposes, whethel such Bond shall be overdue or not, and neither the Authority nor the Trustee shall be afflected by any notice or knowledge to the contrary; and payment of the interest on and principal of and redemption premium, if any, on such Bond shall be made only to such registered owner, which payments shatl be valid and effectual to satisfr and discharge liability on such Bond to the extent of the sum or sums so paid. The Trustee shall not be required to register the transfer of or exchange any Bonds which has been selected for redemption in whole or in part, from and after the day of mailing of a notice of redemption of such Bond selected for redemption in whole or in part as provided in Section 4.02 or during the period established by the Trustee for selection ofBonds for redemption. SECTION 2.06. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Trustee for a like aggregate principal amount of Bonds of the same maturity of other authorized denominations. The Trustee shall require the payment by the Bondholder requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange as a condition precedent to the exercise of such privilege. The Trustee shall not be required to exchange any Bond which has been selected for redonption in whole or in part, from and after the day of mailing ofa notice of redemption of such Bond selected for redemption in whole or in part as provided in Section 4.02 or during the period established by the Trustee for selection of Bonds for redemption. SECTION 2.07. Bond Registration Books' The Trustee will keep at its office sufficient books for the registration and transfer of the Bonds, which during normal business hours shall be open to inspection by the Authority, and upon presentation for such purpose the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer the Bonds in such books as hereinabove provided. SECTION 2.08. Mutilated, Destroyed, Stolen or Lost Bonds; Temporary Bonds. If any Bond shall become mutilated, the Trustee, at the expense of the Bondholder, shall thereupon authenticate and deliver a new Bond of like tenor and amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be cancelled. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to the Trustee and indemnity satisfactory to the Trustee shall be given, the Trustee, at the expense of the Bondholder, shall thereupon authenticate and deliver a new Bond of like tenor in lieu ofand in substitution for the Bond so lost, deskoyed or stolen. oHStJSA:?&987054.3 l8 The Trustee may require payment of a reasonable sum for each new Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee in the pranises. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of this Trust Agreement with all other Bonds secured by this Trust Agreement. Neither the Authority nor the Trustee shall be required to treat both the original Bond and any replacement Bond as being Outstanding for the purpose of determining the principal amount of Bonds which may be issued hereunder or for the pulpose of determining any percentage of Bonds Outstanding hereunder, but both the original and replacement Bond shall be treated as one and the same. The Bonds issued under this Trust Agreement may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or t).pewritten, shall be of such denominations as may be determined by the Authority, shall be in fully registered form and may contain such reference to any of the provisions of this Trust Agreernent as may be appropriate. Every temporary Bond shall be executed and authenticated as authorized by the Authority, in accordance with the terms of the Act. If the Authority issues temporary Bonds it will execute and fumish definitive Bonds without delay and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the Principal Offrce of the Trustee, and the Trustee shall 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 Trust Agreanent as definitive Bonds delivered hereunder. SECTION 2.09. Special Covenants as to Book-Entry Only System for Bonds. (a) Except as otherwise provided in subsections (b) and (c) of this Section, all of the Bonds initially issued shall be registered in the name ofCede & Co., as nominee for DTC, or such other nominee as DTC shall request pursuant to the Representation Letter. Payment of the interest on any Bond registered in the name of Cede & Co. shall be made on each Interest Payment Date for such Bonds to the account, in the manner and at the address indicated in or pursuant to the Representation Letter. O) The Bonds initially shall be issued in the form of a single authenticated fully registered bond for each stated maturity of such Bonds, rcpresenting the aggregate principal amount of the Bonds of such maturity. Upon initial issuance, the ownership of all such Bonds shall be registered in the registration records maintained by the Trustee pursuant to Section 2.07 in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC shall request pwsuant to the Representation Letter. The Trustee, the Authority and any paying agent may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of and interest on such Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders hereunder, registering the transfer of Bonds, obtaining any consent or other action to be taken by Bondholders of the Bonds and for all other purposes whatsoever; and neither the Trustee nor the Authority or any pafng agent shall be affected by any notice to the contrary. Neither the Trustee nor the Authority or any paying agent shall OHSUSA:76498?0i4.1 19 have any responsibility or obligation to any "Participant" (which shall mean, for purposes of this Section, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the registration records as being a Bondholder, with respect to (i) the accuracy ofany records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redanption price of or interest on the Bonds, (iii) any notice which is permitted or required to be given to Bondholders of Bonds hereunder, (iv) the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds, or (v) any consent given or other action taken by DTC as Bondholder of Bonds. The Trustee shall pay all principal of and premium, if any, and interest on the Bonds only at the times, to the accounts, at the addresses and otherwise in accordance with the Representation Letter, and all such payments shall be valid and effective to satisfy fully and discharge the Authority's obligations with respect to the payment of the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of its then existing nominee, the Bonds will be transferable to such new nominee in accordance with subsection (e) of this Section. (c) In the event that the Authority determines that the Bonds should not be maintained in book-entry form, the Trustee shall, upon the written instruction of the Authority, so notifi/ DTC, whereupon DTC shall notifu the Participants of the availability through DTC of bond certificates. In such event, the Bonds will be transferable in accordance with subsection (e) of this Section. DTC may determine to discontinue providing its services with respect to the Bonds or a portion thereof, at any time by giving written notice of such discontinuance to the Authority or the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the Bonds will be transferable in accordance with subsection (e) of this Section. If at any time DTC shall no longer be registered or in good standing under the Securities Exchange Act or other applicable statute or regulation and a successor securities depository is not appointed by the Authority within 90 days after the Authority receives notice or becomes aware of such condition, as the case may be, then this Section shall no longer be applicable and the Authority shall execute and the Trustee shall authenticate and deliver certificates representing the Bonds as provided below. Whenever DTC requests the Authority and the Trustee to do so, the Trustee and the Authority will cooperate with DTC in taking appropriate action after reasonable notice to arange for another securities depository to maintain custody of all certificates evidencing the Bonds then Outstanding. In such event, the Bonds will be transferable to such securities depository in accordance with subsection (e) of this Section, and thereafter, all references in this Trust Agreement to DTC or its nominee shall be deemed to refer to such successor securities depository and its nominee, as appropriate. (d) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as all Bonds Outstanding are registered in the name ofany nominee of DTC, all paynents with respect to the principal of and premium, if any, and interest on OHSUSA:76498?054.3 20 each such Bond and all notices with respect to each such Bond shall be made and given, respectively, to DTC as provided in or pursuant to the Representation Letter. (e) [n the event that any transfer or exchange of Bonds is authorized under subsection (b) or (c) of this Section, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereofofthe Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Sections 2.05 and 2.06. h the event Bond certificates are issued to Bondholders other than Cede & Co., its successor as nominee for DTC as holder of all the Bonds, another securities depository as holder of all the Bonds, or the nominee of such successor securities depository, the provisions of Sections 2.06 shall also apply to, among other things, the registration, exchange and transfer of the Bonds and the method ofpayment ofprincipal of, pranium, if any, and interest on the Bonds. ARTICLE III ISSUANCE OF BONDS SECTION 3.01. Procedure for the Issuance of Bonds. At any time after the sale of the Bonds in accordance with the Act, the Authority shall execute the Bonds for issuance hereunder and shall deliver them to the Trustee, and thereupon the Bonds shall be authenticated and delivered by the Trustee to the puchaser thereof upon the Written Request of the Authority and upon receipt of payment therefor from the purchaser thereof. Upon receipt of pa).rnent for the Bonds from the purchaser thereof, the Trustee shall, unless otherwise instructed by the Authority, transfer or deposit the proceeds received from such sale, to the following respective accounts or funds, in the following order of priority: (D deposit the sum of $_ to the Costs of Issuance Fund, which fund is hereby created and which fund the Trustee hereby agrees to maintain until October 1, 2016. All money in the Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance of the Bonds upon receipt of a Written Request of the Authority filed with the Trustee in the form set forth in Exhibit B hereto, each of which shall be sequentially numbered and shall state the person(s) to whom payment is to be made, the amount(s) to be paid, the purpose(s) for which the obligation(s) was incurred and that such paynent is a proper charge against said fund. On October 1, 2016, or upon the earlier Written Request of the Authority, any remaining balance in the Costs oflssuance Fund shall be transferred to the City; and (iD transfer the sum of$_ to the Escrow Agent for deposit in the Escrow Fund. The Trustee may, in its discretion, establish a temporary fund or account in its books and records to facilitate such transfers. OHSUSA:764987054.3 2t SECTION 3.02. Limitations on the Issuance of Obligations Payable from Revenues. The Authority will not, so long as any of the Bonds are Outstanding, issue any obligations or securities, however denominated, payable in whole or in part fiom Revenues except obligations which are junior and subordinate to the payment of the principal, premium and interest on the Bonds and which subordinated obligations are payable as to principal, premium and interest only out of Revenues after the prior payment of all amounts then required to be paid hereunder from Revenues for principal, premium and on the Bonds, as the same become due and payable and at the times and in the manner as required in this Trust Agreement. ARTICLE IV REDENIPTION OF BONDS SECTION 4.01, Optional Redemption. The Bonds maturing on or before April 1, _ are not subject to optional redemption prior to maturity. The Bonds maturing on or after April 1, _ are subject to optional redemption prior to maturity on or after April 1, _at the option of the Authority, on any date in whole or in part and among such maturities as are desigrrated by the Authority to the Trustee, from funds derived by the Authority from any source at a redemption price equal to 100% of the principal amount of the Bonds called for redemption plus accrued but unpaid interest to the redemption date. SECTION 4.02. Selection of Bonds for Redemption. If less than all Outstanding Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the Bonds of such maturity date to be redeemed by lot and shall promptly notifu the Authority in writing of the numbers of the Bonds so selected for redemption. For purposes of such selection, Bonds shall be deemed to be composed of multiples of minimum Authorized Denominations and any such multiple may be separately redeemed. SECTION 4.03. Notice of Redemption; Cancellation; Effect of Redemption. Notice of redemption shall be mailed by first-class mail by the Trustee, not less than thirty (30) nor more than sixty (60) days prior to the redemption date to (i) the respective Bondholders of the Bonds designated for redemption at their addresses appearing on the registration books of the Trustee, (ii) the Securities Depositories and (iii) one of more Information Services. Notice of redemption to the Securities Depositories and the Information Services shall be given by registered mail or ovemight delivery or facsimile transmission or by such other method acceptable to such institutions. Each notice of redemption shall state the date of such notice, the date of issue of the Bonds, the redemption date, the Redemption Price, the place or places of redemption (including the name and appropriate address of the Trustee), the CUSIP number (if any) of the maturity or maturities, and, if less than all of any such mahrrity is to be redeemed, the distinctive certificate numbers of the Bonds of such maturity, to be redeemed and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on said date there will become due and payable on each of said Bonds the redemption price OHSUSA:76498705.1.3 22 thereof, together with interest accrued thereon to the redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered at the address of the Trustee specified in the redemption notice. Failure to receive such notice or any defect in such notice shall not invalidate any ofthe proceedings taken in connection with such redemption. If notice of redemption has been duly given as aforesaid and money for the payment of the redemption price of the Bonds called for redemption is held by the Trustee, then on the redemption date designated in such notice Bonds so called for redemption shall become due and payable, and from and after the date so designated interest on such Bonds shall cease to accrue, and the Bondholders of such Bonds shall have no rights in respect thereof except to receive pa;.rnent of the redemption price thereof. All Bonds redeemed pursuant to the provisions of this Article shall be cancelled by the Trustee and shall be destroyed with a certificate of destruction fumished to the Authodty upon its request and shall not be reissued. ARTICLE V REVENUES (b) At least thirty (30) days prior to each date on which an Installment Payment is due, pursuant to the Installment Sale Agreements, the Trustee shall notify the City ofthe amount of the Installment Payment needed to pay the principal ofand interest on the Bonds due on the next following Interest Payment Date. Any failure to send such OHSUSA:?6,1937054.3 23 The Authority may, at its option, prior to the date fixed for redemption in any notice of redemption rescind and cancel such notice of redernption by Written Request to the Trustee and the Trustee shall mail notice of such cancellation to the recipients of the notice of redemption being cancelled. SECTION 5.01. Pledge of Revenues. (a) All Revenues and any other amounts (including proceeds of the sale of the Bonds) held by the Trustee in any fund or account established hereunder (other than amounts on deposit in the Rebate Fund created pursuant to Section 6.03) are hereby irrevocably pledged to the payment of the interest and premium, if any, on and principal of the Bonds as provided herein, and the Revenues and other amounts pledged hereunder shall not be used for any other purpose while any of the Bonds remain Outstanding; provided, however, that out of the Revenues and other moneys there may be applied such sums for such purposes as are permitted hereunder. This pledge shall constitute a pledge of and charge and first lien upon the Revenues, all other amounts pledged hereunder and all other moneys on deposit in the funds and accounts established hereunder (excluding amounts on deposit in the Rebate Fund created pursuant to Section 6.03) for the pal,rnent of the interest on and principal of the Bonds in accordance with the terms hereof and thereof. The Authority hereby assigns to the Trustee all of the Authority's right, title and interest in the Installment Sale Agreements as security for payment of the Bonds. notice shall not affect the City's obligation to make timely payments of lnstallment Payments. SECTION 5.02. Receipt and Deposit of Revenues in the Revenue Fund. In order to carry out and effectuate the pledge, charge and lien contained herein, the Authority agtees and covenants that all Revenues and all other amounts pledged hereunder when and as received shall be received by the Authority in trust hereunder for the benefit of the Bondholders and shall be transferred when and as received by the Authority to the Trustee for deposit in the Revenue Fund (the "Revenue Fund"), which fund is hereby created and which fund the Authority hereby agrees and covenants to maintain in trust for Bondholders so long as any Bonds shall be Outstanding hereunder. Subject to Section 6.03, all Revenues and all other amounts pledged hereunder shall be accounted for through and held in trust in the Revenue Fund, and the Authority shall have no beneficial right or interest in any of the Revenues except only as herein provided. All Revenues and all other amounts pledged hereunder, whether received by the Authority in trust or deposited with the Trustee as herein provided, shall nevertheless be allocated, applied and disbursed solely to the purposes and uses hereinafter in this Article set forth, and shall be accounted for separately and apart from all other accounts, funds, money or other resources of the Authority. Within the Revenue Fund there shall be established separate, segregated accounts to be desigrrated the "Water System Installment Payment Account" and the "Wastewater System Installment Payment Account" (each an "lnstallment Payment Account"). The Trustee shall deposit in each such Installment Payment Account the related Installment Payments. Moneys on deposit in each Installment Payment Account prior to an Installment Payment Date may be credited to the lnstallment Payments due on such lnstallment Payment Date. SECTION 5.03. Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund. (a) Subject to Section 6.03, all money in the Revenue Fund shall be set aside by the Trustee in the following respective special accounts or funds within the Revenue Fund (each of which is hereby created and each of which the Authority hereby covenants and agtees to cause to be maintained) in the following order of priority: (1) Interest Account, and (2) Principal Account. All money in each of such accounts shall be held in trust by the Trustee and shall be applied, used and withdrawn only for the purposes hereinafter authorized in this Section. On each Interest Payment Date, following payment of principal of and interest on the Bonds, any excess amount on deposit in each Installment Payment Account of the Revenue Fund shall be transferred to the City as an excess of Installment Payments. OHSUSA:7649E7054.1 24 (b) Interest Account. On or before each Interest Payment Date, the Trustee shall set aside from the Revenue Fund and deposit in the Interest Account that amount of money which is equal to the amount of interest becoming due and payable on all Outstanding Bonds on the next succeeding Interest Payment Date. No deposit need be made in the Interest Account if the amount contained therein and available to pay interest on the Bonds is at least equal to the aggregate amount of interest becoming due and payable on all Outstanding Bonds on such Interest Pa)T nent Date. A1l money in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose ofpaying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity). (c)Principal Account. On or before each April l, commencing April 1, _, the Trustee shall set aside from the Revenue Fund and deposit in the Principal Account an amount of money equal to the principal amount of all Outstanding Serial Bonds maturing on such April 1, including sinking fund payments. No deposit need be made in the Principal Account if the amount contained therein and available to pay principal of the Bonds is at least equal to the aggregate amount of the principal of all Outstanding Serial Bonds maturing by their terms on such April l. All money in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose ofpalng the principal of the Bonds as it shall become due and payable. SECTION 5.04. Deposit and Investments of Money in Accounts and Funds. Subject to Section 6.03, all money held by the Trustee and the Treasurer in any of the accounts or funds established pursuant hereto shall be invested in Permitted Investments at the Written Request of the City or, if no instructions are received, in money market funds described in paragraph (D) of the definition of Permitted Investments provided, however, that any such investment shall be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee shall have received a Written Request of the City specifuing a specific money market fund and, if no such Written Request of the City is so received, the Trustee shall hold such moneys uninvested. Such investments shall, as nearly as practicable, mature on or before the dates on which such money is anticipated to be needed for disbursement hereunder. For purposes of this restriction, Permitted Investments containing a withdrawal option, repurchase option or put option by the investor shall be treated as having a maturity ofno longer than such option. Subject to Section 6.03, all interest or profits on any money so invested shall be deposited in the Revenue Fund. The Trustee and its affiliates may act as principal, agent, sponsor or advisor with respect to any investments. The Trustee shall not be liable for any losses on investments made in accordance with the terms and provisions of this Trust Agreement. OHSUSA:764937054.3 25 lnvestments (except investment agreements or repurchase agreements) in Trust Agreement funds and accounts shall be valued at the market value thereof, exclusive of accrued interest. Investments purchased with funds on deposit in the Revenue Fund shall mature not later than the payment date or redemption date, as appropriate, immediately succeeding the investment. Subject to Section 6.03, investments in any and all funds and accounts may be commingled for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in particular funds and accounts amounts received or held by the Trustee hereunder, provided that the Trustee 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 Trust Agreement' The Authority (and the City by its execution of the lnstallment Sale Agreements) acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant Authority or the City the right to receive brokerage confirmations of security transactions as they occur, the Authority and the City specifically waive receipt of such confirmations to the extent permitted by law. The Trustee will fumish the Authority and the city periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder. ARTICLE VI COVENANTS OF THE AUTHORITY SECTION 6.01. Punctual Payment and Performance. The Authority will punctually pay out of the Revenues the interest on and principal of and redemption premiums, if any, to become due on every Bond issued hereunder in strict conformity with the terms hereof and of the Bonds, and will faithfully observe and perform all the agreements and covenants to be observed or performed by the Authority contained herein and in the Bonds. SECTION 6.02. Against Encumbrances. The Authority will not make any pledge or assignrnent ofor place any charge or lien upon the Revenues except as provided in Section 5.01, and will not issue any bonds, notes or obligations payable from the Revenues or secured by a pledge ofor charge or lien upon the Revenues except as provided in Section 3.02. SECTION 6.03. Tax Covenants; Rebate Fund. (a) ln addition to the accounts created pursuant to Section 5.03, the Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated as the Rebate Fund. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement OHSUSA:764987054.1 26 (as defined in the Tax Certificate), for payment to the United States of America. Notwithstanding the provisions of Sections 5.01, 5.02, 7.02 aod 10.01 relating to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all amounts required to be deposited into or on deposit in the Rebate Fund shali be govemed exclusively by this Section 6.03 and by the Tax Certifrcate (which is incorporated herein by reference). The Trustee sha1l be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Tax Certificate. (b) Any funds remaining in the Rebate Fund after redemption and payment of all Bonds and all other amounts due hereunder or under the Installment Sale Agreements, or provision made therefor satisfactory to the Trustee, including accrued interest and pa),rnent of any applicable fees and expenses of the Trustee and satisfaction of the Rebate Requirement (as defined in the Ta,r Certificate), shall be withdrawn by the Trustee and remitted to or upon the direction of the Authority. (c) The Authority shall not use or permit the use of any proceeds of the Bonds or any funds of the Authority, directly or indirectly, to acquire any securities or obligations, and shall not take or permit to be taken any other action or actions, which would cause any of the Bonds to be an "arbitrage bond" within the meaning of Section 148 of the Code, "private activity bond" within the meaning of Section 141(a) of the Code, or "federally guaranteed" within the meaning of Section 149(b) of the Code and any such applicable requirements promulgated from time to time thereunder and under Section 103(c) of the Code. The Authority shall observe and not violate the requirements of Section 148 of the Code and any such applicable regulations. The Authority shali comply with all requirements of Sections 148 and 149(b) of the Code to the extent applicable to the Bonds. ln the event that at any time the Authority is of the opinion that for purposes of this Section 6.03(c) it is necessary to restrict or to limit the yield on the investment of any moneys held by the Trustee under this Trust Agreement, the Authority shall so instruct the Trustee under this Trust Agreement in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions. (d) The Authority and the Trustee (as directed by the Authority) specifically covenant to comply with the provisions and procedures of the Tax Certificate; provided that the Trustee shall not be bound by this covenant if an Event of Default has occurred and is continuing. (e) The Authority shall not use or permit the use of any proceeds of the Bonds or any funds of the Authority, directly or indirectly, in any manner, and shall not take or omit to take any action that would cause any of the Bonds to be treated as an obligation not described in Section 103(a) of the Code. (0 Notwithstanding any provisions of this Section 6.03, if the Authority shall provide to the Trustee an Opinion of Counsel that any specified action required under this Section 6.03 or the Tax Certificate is no longer required or that some OHSUSA:764987054.3 21 SECTION 6.04. Accounting Records and Reports. The Authority will keep or cause to be kept proper books ofrecord and accounts in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocation and application of the Revenues, and such books shail be available for inspection by the Trustee at reasonable hours and under reasonable conditions. The Authority shall also keep or cause to be kept such other information as required under the Tax Certificate. SECTION 6.06. Further Assurances. Whenever and so often as reasonably requested to do so by the Trustee or any Bondholder, the Authority will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments, and promptly do or cause to be done all such other and further things as may be necessary or reasonably required in order to further and more fully vest in the Bondholders all rights, interests, po.lvers, benefits, privileges and advantages conferred or intended to be conferred upon them hereby. SECTION 6.07. Amendments to Installment Sale Agreements. The Authority shall not supplement, amend, modifu or terminate any of the terms of the Installment Sale Agreements, or consent to any such supplement, amendment, modification or termination, without the prior written consent of the Trustee. The Trustee shall give such written consent if such supplement, amendment, modification or termination (a) will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security hereby given for the payment of the Bonds, (b) is to add to the agreements, conditions, covenants and terms required to be observed or performed thereunder by any party thereto, (c) is to cure, corect or supplement any ambiguous or defective provision contained therein, or (d) if the Trustee OHSUSA:?64987054.3 further or different action is required to maintain the exclusion from federal income tax of interest on the Bonds, the Trustee and the Authority may conclusively rely on such opinion in complying with the requirements of this Section, and, notwithstanding Article IX hereof, the covenants hereunder shall be deemed to be modified to that extent. SECTION 6.05. Prosecution and Defense of Suits. The Authority will defend against every suit, action or proceeding at any time brought against the Trustee upon any claim to the extent arising out of the receipt, application or disbursement of any of the Revenues or to the extent involving the failure of the Authority to fuIfilI its obligations hereunder; provided, that the Trustee or any affected Bondholder at its election may appear in and defend any such suit, action or proceeding. The Authority will indemnifu and hold harmless the Trustee against any and al1 liability claimed or asserted by any person to the extent arising out of such failure by the Authority, and will indemnify and hold harmless the Trustee against any reasonable attomey's fees or other reasonable expenses which it may incur in connection with any litigation to which it may become a party by reason of its actions hereunder, except for any loss, cost, damage or expense resulting from the negligence or willful misconduct by the Trustee. Notwithstanding any contrary provision hereof, this covenant shall remain in full force and effect even though all Bonds secured hereby may have been fully paid and satisfied. first obtains the written consent of the Bondholders of a majority in principal amount of the Bonds then Outstanding to such supplement, amendment, modification or termination; provided, that no such supplement, amendment, modification or termination shall reduce the amount of Installment Payments to be made to the Authority or the Trustee by the City pursuant to the lnstallment Sale Agreements, or extend the time for making such payments, or permit the creation of any lien prior to or on a parity with the lien created by this Trust Agreement on the Installment Payments (except as expressly provided in the Ilstallment Sale Agreements), in each case without the written consent of all of the Bondholders of the Bonds then Outstanding. ARTICLE VII EVENTS OF DEFAULT AND RENIEDIES OF BONDHOLDERS SECTION 7.01. Events of Default and Acceleration of Maturities. If one or more of the following events (herein called "Events of Default") shall happen, that is to say: (a) if default shall be made by the Authority in the due and punctual payment of the interest on any Bond when and as the same shall become due and payable; (b) if default shall be made by the Authority in the due and punctual payment of the principal of or redemption premium, if any, on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed or by proceedings for redemption; (c) ifdefault shall be made by the Authority in the performance ofany of the other agreements or covenants required herein to be performed by the Authority, and such default shall have continued for a period of thirty (30) days after the Authority shall have been given notice in writing ofsuch default by the Trustee; (d) ifthe Authority shall file a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or ifa court of competent jurisdiction shall approve a petition filed with or without the consent of the Authority seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if under the provisions of any other law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of its property; or (e) if an Event of Default has occurred under Section 6.01 of the Installment Sale Agreements; then and in each and every such case during the continuance ofsuch event of default the Trustee may, and upon the written request of the Bondholders of not less than a majority in aggregate principal amount of the Bonds thelr Outstanding, shall, by notice in writing to the Authority, declare the principal ofall Bonds then Outstanding and OHSUSA:?64987054.3 29 the interest accrued thereon to be due and payable immediatelS and upon any such declaration the same shall become due and payable, anything contained herein or in the Bonds to the contrary notwithstanding. The Trustee shall promptly notifu all Bondholders by first class mail ofany such event of default which is continuing of which a Responsible Offrcer has actual knowledge or written notice. This provision, however, is subject to the condition that if at any time after the principal of the Bonds then Outstanding shall have been so declared due and payable and before any judgnent or decree for the payment of the money due shall have been obtained or entered the Authority shall deposit with the Trustee a sum sufficient to pay all matured interest on all the Bonds and all principal of the Bonds matured prior to such declaration, with interest at the rate bome by such Bonds on such overdue interest and principal, and the reasonable fees and expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of interest on and principal of the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shali have been made therefor, then and in every such case the Trustee or the Bondholders of not less than a majority in aggregate principal amount of Bonds then Outstanding, by written notice to the Authority and to the Trustee, may on behalf of the Bondholders ofall the Bonds then Outstanding rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. SECTION 7.02. Application of Funds Upon Acceleration. All moneys in the accounts and funds provided in Sections 3.01, 5.02 and 5.03 upon the date of the declaration of acceleration by the Trustee as provided in Section 7.01 and all Revenues (other than Revenues on deposit in the Rebate Fund and subject to Section 5.02) thereafter received by the Authority hereunder shall be transmitted to the Trustee and shall be applied by the Trustee in the following order- First, to the payment of the reasonable fees, costs and expenses of the Trustee in providing for the declaration of such event of default and carrying out its duties under this Trust Agreement, including reasonable compensation to their accountants and counsel together with interest on any amounts advanced as provided herein and thereafter to the payment of the reasonable costs and expenses of the Bondholders, if any, in carrying out the provisions of this Article, including reasonable compensation to their accountants and counsel; and Second, upon presentation of the several Bonds, and the stamping thereon of the amount of the payment if only partially paid or upon the surrender thereof if fully paid, to the payment of the whole amount then owing and unpaid upon the Bonds for interest and principal, with (to the extent permitted by law) interest on the overdue interest and principal at the rate bome by sucl.r Bonds, and in case such money shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such interest, principal and (to the extent permitted by law) interest on overdue interest and principal without preference or priority among such interest, OHSUSA:?6,1987054.3 30 principal and interest on overdue interest and principal ratably to the aggregate of such interest, principal and interest on overdue interest and principal. SECTION 7.03. Institution of Legal Proceedings by Trustee. If one or more of the Events of Default shall happen and be continuing, the Trustee may, and upon the wriuen request of the Bondholders ofa majority in principal amount of the Bonds then Outstanding, and in each case upon being indemnified to its reasonable satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of the Bondholders of Bonds under this Trust Agreement and under Article VI of the Installment Sale Agreanents by a suit in equity or action at law, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or by mandamus or othff appropriate proceeding for the enforcement of any other legal or equitable remedy as the Trustee shall deem most effectual in support ofany of its rights and duties hereunder. SECTION 7.04. Non-Waiver. Nothing in this Article or in any other provision hereof or in the Bonds shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the interest on and principal ofand redemption premiums, ifany, on the Bonds to the respective Bondholders of the Bonds at the respective dates of maturity or upon prior redemption as provided herein from the Revenues as provided herein pledged for such payment, or shall affect or impair the right ofsuch Bondholders, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract embodied herein and in the Bonds. A waiver ofany default or breach of duty or contract by the Trustee or any Bondholder shall not affect any subsequent default or breach ofduty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee or any Bondholder to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Bondholders by the Act or by this Article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Bondholders. If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned, the Authority, the Trustee and any Bondholder shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. SECTION 7.05. Actions by Trustee as Attorney-in-Fact. Any action, proceeding or suit which any Bondholder shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Bondholders, whether or not the Trustee is a Bondholder, and the Trustee is hereby appointed (and the successive Bondholders, by taking and holding the Bonds issued hereunder, shall be conclusively deemed to have so appointed it) the true and lawful attomey-in-fact of the Bondholders for the purpose of bringing any such action, proceeding or suit and for the purpose of doing and performing any and all acts OHSUSA:764987054.1 3l and things for and on behalfofthe Bondholders as a class or classes as may be advisable or necessary in the opinion of the Trustee as such attomey-in-fact. SECTION 7.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Bondholders is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law. SECTION 7.07. Limitation on Bondholders' Right to Sue' No Bondholder ofany Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or equity, for any remedy under or upon this Trust Agreement, unless (a) such Bondholder shall have previously given to the Trustee written notice of the occurrence ofan event of default as defined in Section 7.01; (b) the Bondholders ofat least a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) said Bondholders shall have tendered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incuned in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such request shall have been received by, and said tender of indemnity shali have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Bondholder of Bonds of any remedy hereunder; it being understood and intended that no one or more Bondholders of Bonds shall have any right in any manner whatever by his or their action to enforce any right under this Trust Agreement, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this irust Agreement shall be instituted, had and maintained in the manner herein provided and for the equal benefit ofall Bondholders of the Outstanding Bonds. ARTICLE VIII THE TRUSTEE SECTION 8.01. The Trustee. The Bank of New York Mellon Trust Company, N.A. shall serve as the Trustee for the Bonds for the purpose of receiving all moniy which the Authority is required to deposit with the Trustee hereunder and for the purpose of allocating, applying and using such money as provided herein and for the purpose of paying the interest on and principal of and redemption premiums, if any, on ihe Bonds presented for payment, with the rights and obligations provided herein. The Authority agrees that it wiil at all times maintain a Trustee having a principal office in California. OHSUSA:764987054.3 32 The Authority, unless there exists any Event of Default as defined in Section 7.01, may at any time remove the Trustee initiaily appointed and any successor thereto and may appoint a successor or successors thereto by an instrument in writing; provided, that any such successor shall be a bank, banking institution, association or trust company, having (or whose parent holding company has) a combined capital (exclusive ofborrowed capital) and surplus ofat least fifty million dollars ($50,000,000) and subject to supervision or examination by federal or state authority. If such bank, banking institution, 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 purpose of this Section the combined capital and surplus of such bank, banking institution, association or tnrst company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving written notice of such resignation to the Authority, and by mailing by first class mail to the Bondholders notice of such resignation. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing. Any removal or resignation of a Trustee and appointment of a successor Trustee shall become effective only upon the acceptance of appointment by the successor Trustee. The successor Trustee shall send notice of its acceptance by first class mail to the Bondholders. If, within thirty (30) days after notice of the removal or resignation of the Trustee no successor Trustee shall have been appointed and shall have accepted such appointment, the removed or resigrring Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, which court may thereupon, after such notice, ifany, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having the qualifications required hereby. Any company into which the Trustee 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 Trustee may sell or transfer all or substantially all of its corporate trust business shall succeed to the rights and obligations of the Trustee without the execution or filing ofany paper or any further act, anything herein to the contrary notwithstanding. The Trustee is hereby authorized to pay or redeem the Bonds when duly presented for payment at maturity or on redemption prior to maturity. The Trustee shall cancel all Bonds upon payment thereof or upon the surrender thereof by the Authority and shall destroy such Bonds and a certificate of destruction shall be delivered to the Authority upon its request. The Trustee shall keep accurate records of all Bonds paid and discharged and cancelled by it. The Trustee shall, prior to an event of default, and after the curing of all Events of Default that may have occurred, perform such duties and only such duties as are specifically set forth in this Trust Agreement and no irrplied duties or obligations shall be read into this Trust Agreement. The Trustee shall, during the existence of any event of default (that has not been cured), exercise such of the rights and powers vested in it by this Trust Agreement, and use the same degtee of care and skill in their exercise, OHSUSA:764987054.1 33 as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. SECTION 8.02. Liability of Trustee. The recitals of facts, agreements and covenants herein and in the Bonds shall be taken as recitals of facts, agreements and covenants of the Authority, and the Trustee assumes no responsibility for the correctness of the same or makes any representation as to the sufficiency or validity hereof or of the Bonds, or shall incur any responsibility in respect thereof other than in connection with the rights or obligations assigned to or imposed upon it herein, in the Bonds or in law or equity. The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct. The Trustee shall not be bound to recognize any person as the Bondholder of a Bond unless and until such Bond is submitted for inspection, if required, and such Bondholder's title thereto satisfactorily established, if disputed. The Trustee shall not be liable for any enor of judgrnent made in good faith, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Bondholders ofnot less than a majority (or any lesser amount that may direct the Trustee h accordance with this Trust Agreement) in aggregate principal amount of the Bonds at the time Outstanding, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercisirg any trust or power conferred upon the Trustee under this Trust Agreement. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request, order or direction ofany of the Bondholders pursuant to the provisions of this Trust Agreement unless such Bondholders shall have offered to the Trustee reasonable security or indemnity against the reasonable costs, expenses and liabilities that may be incurred therein or thereby. The Trustee has no obligation or liability to the Bondholders for the payment of the interest on, principal of or redemption premium, if any, with respect to the Bonds from its own funds; but rather the Trustee's obligations shall be limited to the performance of its duties hereunder. The Trustee shall not be deemed to have knowledge of any event of default (except payment defaults) unless and until a Responsible Offrcer shall have actual knowledge thereof or a Responsible Officer of the Trustee shall have received written notice thereof at its Principal Office. The Trustee shall not be bound to ascertain or inquire as to the perlormance or observance ofany of the terms, conditions, covenants or agreements herein or ofany of the documents executed in connection with the Bonds, or as to the existence of a default or event of default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. OHSUSA:764987054.3 34 The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or tkough attomeys-in-fact, agents or receivers, and shall not be answerable for the negligence or misconduct of any such attomey-in-fact, agent or receiver selected by the Trustee with due care. The Trustee shall be entitled to advice of counsel and other professionals conceming all matters of trust and its duty hereunder, but the Trustee shall not be answerable for the professional malpractice of any attomey-in-law or certified public accountant in connection with the rendering of his professional advice in accordance with the terms of this Trust Agreement, if such attomey-in-law or certified public accountant was selected by the Trustee with due care. The Trustee shall not be concemed 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. Whether or not therein expressly so provided, every provision ofthis Trust Agreement, the Installment Sale Agreements or related documents relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article. The Trustee shall be protected in acting upon any notice, resolution, requisition, request (including any Written Request of the Authority or Written Request of the City), consent, order, certificate, report, opinion, bond, facsimile transmission, electronic mail or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion ofsuch counsel shall be fulI and complete authorization and protection in respect ofany action taken or suffered by it hereunder in good faith and in accordance therewith. The Trustee 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 ofsuch obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts ofGod or of the public enemy or terrorists, acts of a goverffnent, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inabiiity to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other govemmental action or inaction pe(aining to the project, malicious mischief, condemnation, and unusually severe weather or delays ofsuppliers or subcontractors due to such causes or any similar event an&or occurrences beyond the control of the Trustee. Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be established or proved prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence ofbad faith on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the OHSUSA:764987054.3 35 Authority, which certificate shall be fulI warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such additional evidence as it may deem reasonable. No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. The Trustee agrees to accept and act upon instructions or directions pursuant to this Trust Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Authority or the City elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee's understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Authority and the City agree to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Trustee shall have no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance ofthese Bonds. The Trustee shall hold any financial statements of the Authority and City solely as an accommodation to the Bondholders and shall have no duty or obligation to review such financial statements. OHSUSAi?&1987054.1 36 The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct. SECTION 8.03. Compensation and Indemnification of Trustee. The Authority covenants to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for a1l services rendered by it in the exercise and performance ofany of the powers and duties hereunder of the Trustee, and the Authority will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee, in accordance with any of the provisions of this Trust Agreement (including the reasonable compensation and the reasonable expenses and disbursements of their counsel (including the allocated SECTION 8.04. Compliance with Continuing Disclosure Certificate. Pursuant to Section 5.16 of the Installment Sale Agreements, the City has undertaken all responsibility for compliance with continuing disclosure requirements. Notwithstanding any other provision of this Trust Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee may (and, at the request of any Participating Underwriter (as defined in the Continuing Disclosure Certificate) or the Holders of at least 25% aggregate principal amount in Outstanding Bonds, and upon receipt of indemnification satisfactory to it, shall) or any Bondholder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under Section 5.16 of the Installment Sale Agreements or under this Section. For purposes of this Section, "Beneficial Owner" means any person which has or shares the power, directly or indirectly, to make investment decisions conceming ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). ARTICLE IX ANIENDMENT OF THE TRUST AGREEMENT SECTION 9.01. Amendment of the Trust Agreement. (a) This Trust Agreement and the rights and obligations of the Authority and of the Bondholders may be amended at any time by a Supplemental Trust Agreement which shall become binding when the written consents of the Bondholders of a majority in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 9.02, are filed with the Trustee; provided that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any particular maturity remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Bonds Outstanding under this Section. No such amendment shall (1) extend the maturity of or reduce the interest rate on or amount of interest on or principal of or redemption premium, if any, on any Bond without the express written consent of the Bondholder ofsuch Bond, or (2) pennit the creation by the Authority ofany pledge ofor charge or lien upon the Revenues as provided herein superior to or on a parity with the pledge, charge and lien created hereby for the benefit of the Bonds, or (3) reduce the OHSUSA:764987054.3 37 reasonable fees and disbursements ofin-house counsel) and ofall persons not regularly in their employ) except any such expense, disbursement or advance as may arise from their negligence or willful misconduct. The Authority, to the extent permitted by law, shall indonniff, defend and hold harmless the Trustee against any loss, damage, liability or expense incurred without negligence or bad faith on the part of the Trustee arising out of or in connection with the acceptance or administration of the trusts created hereby, including reasonable costs and expenses (including reasonable attomeys' fees and disbursements) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers hereunder. The rights of the Trustee and the obligations of the Authority under this Section 8.03 shall survive the discharge of the Bonds and this Trust Agreement and the resignation or removal ofthe Trustee. percentage of Bonds required for the written consent to any such amendment, or (4) modiff any rights or obligations of the Trustee, the Authority, or the City without their prior written assent thereto, respectively. It shall not be necessary for the consent ofthe Bondholders to approve the particular form ofany Supplemental Trust Agreernent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Trust Agreement pursuant to this subsection (a), the Trustee shall mail a notice on behalfofthe Authority, setting forth in general terms the substance of such Supplemental Trust Agreement to the Bondholders at the addresses shown on the registration books maintained by the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Trust Agreement. (b) The Trust Agreement and the rights and obligations of the Authority and of the Bondholders may also be amended at any time by a Supplemental Trust Agreement which shall become binding upon adoption without the consent of any Bondholders for any purpose that will not materially adversely affect the interests of the Bondholders, including (without limitation) for any one or more of the following purposes -- (i) to add to the agreements and covenants required herein to be performed by the Authority other agreements and covenants thereafter to be performed by the Authority, or to surrender any right or power reserved herein to or confened herein on the Authority; (iD to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Authority may deem desirable or necessary; or (iiD to add to the agreements and covenants required herein, such agreements and covenants as may be necessary to qualifu the Trust Agreement under the Trust Indenture Act of 1939. SECTION 9.02. Disqualified Bonds. Bonds owned or held by or for the account of the Authority shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Bonds provided in this Article, and shall not be entitled to consent to or take any other action provided in this Article. Upon request of the Trustee, the Authority shall specify in a certificate to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate. SECTION 9.03. Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that the Bonds may bear a notation by endorsement in form approved by the Authority as to such action, and in that case upon demand of the Bondholder of any Outstanding Bonds and presentation of his Bond for such purpose at the office of the Trustee a suitable notation as to such action shall be made on such Bond. OHSUSA:76493?05,1.3 Jd If the Authority shall so determine, new Bonds so modified as, in the opinion of the Authority, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Bondholder ofany Outstanding Bond a new Bond or Bonds shall be exchanged at the office of the Trustee without cost to each Bondholder for its Bond or Bonds then Outstanding upon surrender ofsuch Outstanding Bonds. SECTION 9,04. Amendment by Mutual Consent. The provisions of this Article shall not prevent any Bondholder from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. ARTICLE X DEFEASANCE SECTION 10.01. Discharge ofBonds. (a) If the Authority shall pay or cause to be paid or there shall otherwise be paid to the Bondholders of all Outstanding Bonds the interest thereon and principal thereof and redemption premiums, if any, thereon at the times and in the manner stipulated herein and therein, and the Authority shall pay in full all other amounts due hereunder, then the Bondholders of such Bonds shall cease to be entitled to the pledge of and charge and lien upon the Revenues as provided herein, and all agreements, covenants and other obligations of the Authority to the Bondholders of such Bonds hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. [n such event, the Trustee shall execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, the Trustee shall pay over or deliver to the Authority all money or securities held by it pursuant hereto which are not required for the payment of the interest on and principal ofand redemption premiums, ifany, on such Bonds and for the payment ofall other amounts due hereunder and under the Installment Sale Agreements. (b) Any Outstanding Bonds shall prior to the maturity date or redemption date thereof be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this Section if(1) in case any ofsuch Bonds are to be redeemed on any date prior to their maturity date, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to provide notice in accordance with Section 4.03, (2) there shall have been deposited with the Trustee (A) money in an amount which shall be sufficient and/or (B) Government Securities, the interest on and principal of which when paid will provide money which, together with the money, if any, deposited with the Trustee at the same time, shall be sufficient, in the opinion of an Independent Certified Public Accountant, to pay when due the interest to become due on such Bonds on and prior to the maturity date or redemption date thereof, as the case may be, and the principal of and redemption premiums, if any, on such Bonds, and (3) in the event such Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, the Authority shall have given the Trustee in form satisfactory to it inevocable instructions to mail as soon as practicable, a notice to the Bondholders of such Bonds that the deposit required by clause (2) above has been made with the Trustee OHSUSA:764987054.3 39 and that such Bonds are deemed to have been paid in accordance with this Section and stating the maturity date or redemption date upon which money is to be available for the payment of the principal ofand redemption premiums, ifany, on such Bonds. SECTION 10.02. Unclaimed Money. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Bonds or interest thereon which remains unclaimed for two (2) years after the date when such Bonds or interest thereon have become due and payable, either at their stated maturity dates or by call for redemption prior to maturity, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date when such Bonds have become due and payable, shall be repaid by the Trustee to the Authority as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bondholders shall not look to the Trustee for the payment of such Bonds; provided, however, that before being required to make any such payment to the Authority, the Trustee may, and at the request of the Authority shall, at the expense ofthe Authority, cause to be published once a week for two (2) successive weeks in a Financial Newspaper ofgeneral circulation in Los Angeles and in San Francisco, Califomia, and in the same or a similar Financial Newspaper of general circulation in New York, New York, a notice that such money remains unclaimed and that, after a date named in such notice, which date shall not be less than thirty (30) days after the date of the fust publication of each such notice, the balance of such money then unclaimed will be retumed to the Authority. Notwithstanding anlhing contained herein, the Authority shall not be required to advance any money derived from any source other than the Revenues as provided herein for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds or for the performance of any agreements or covenants herein contained. The Authority may, however, advance funds for any such pu4)ose so long as such funds are derived from a source legally available for such purpose. The Bonds are limited obligations of the Authority and are payable, as to interest thereon, principal thereof and any premiums upon the redemption ofany thereo{ solely from the Revenues as provided herein, and the Authority is not obligated to pay them except from the Revenues. All the Bonds are equally secured by a pledge ofand charge and lien upon the Revenues, and the Revenues constitute a trust fund for the security and payment of the interest on and principal ofand redernption premiums, ifany, on the Bonds as provided herein. The Bonds are not a debt of the City, the State or any of its political subdivisions, and neither the City, the State nor any of its political subdivisions is liable thereon, nor in any event shall the Bonds be payable out of any funds or properties other than those of the Authority as provided herein. The Bonds do OHSUSA:7s9870s4.3 40 ARTICLE XI MISCELLANEOUS SECTION 11.01. Liability of Authority Limited to Revenues. not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction. SECTION ff.02. Benefits of this Trust Agreement Limited to Parties; and Third Party Beneficiaries. Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the Trustee, and the Bondholders any right, remedy or claim under or by reason hereof. Any agreement or covenant required herein to be performed by or on behalf of the Authority or any member, officer or employee thereof shall be for the sole and exclusive benefit of the Authority, the Trustee, and the Bondholders. SECTION 11.03. Successor Is Deemed Included In All References To Predecessor. Whenever herein either the Authority or any member, officer or employee thereof is named or referred to, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority or such member, officer or employee, and all agreements and covenants required hereby to be performed by or on behalf of the Authority or any member, officer or employee thereof shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. SECTION 11.04. Execution of Documents by Bondholders. Any declaration, request or other instrument which is permifted or required herein to be executed by Bondholders may be in one or more instruments of similar tenor and may be executed by Bondholders in person or by their attomeys appointed in writing. The fact and date of the execution by any Bondholder or his attomey ofany declaration, request or other instrument or of any writing appointing such attomey may be proved by the certificate of any notary public or other officer authorized to make acknowledgrnents of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly swom to before such notary public or other ofiicer. The ownership of any Bonds and the amount, maturity, number and date of holding the same may be proved by the registration books relating to the Bonds at the Principal Office ofthe Trustee. Any declaration, request, consent or other instrument or writing of the Bondholder of any Bond shall bind all future Bondholders of such Bond with respect to anything done or suffered to be done by the Trustee or the Authority in good faith and in accordance therewith. SECTION f f .05. Waiver of Personal Liability. No member, officer or employee of the Authority or the City shall be individually or personally liable for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds by reason of their issuance, but nothing herein contained shall relieve any such member, officer or employee fiom the performance of any official duty provided by the Act or any other applicable provisions oflaw or hereby. OHSUSA:764987054.3 4l SECTION 11.06. Acquisition of Bonds by Authority. All Bonds acquired by the Authority, whether by purchase or gift or otherwise, shall be sunendered to the Trustee for cancellation. SECTION 11.07. Destruction of Cancelled Bonds. Whenever provision is made for the retum to the Authority ofany Bonds which have been cancelled pursuant to the provisions hereof, the Authority may, by a Written Request of the Authority, direct the Trustee to destroy such Bonds and fumish to the Authority a certificate of such destruction, at its request. SECTION If .08. Content of Certificates. Every Certificate of the Authority with respect to compliance with any agreement, condition, covenant or provision provided herein shall include (a) a statement that the person or persons making or giving such certificate have read such agreement, condition, covenant or provision and the definitions herein relating thereto; O) a brief statanent as to the nature and scope of the examination or investigation upon which the statements contained in such certificate are based; (c) a statement that, in the opinion ofthe siglers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such agreement, condition, covenant or provision has been complied with; and (d) a statement as to whether, in the opinion of the signers, such agreement, condition, covenant or provision has been complied with. Any Certificate ofthe Authority may be based, insofar as it relates to legal matters, upon an Opinion of Counsel unless the person making or giving such certificate knows that the Opinion of Counsel with respect to the matters upon which his certificate may be based, as aforesaid, is erroneous, or in the exercise ofreasonable care should have known that the same was erroneous. Any Opinion of Counsel may be based, insofar as it relates to factual matters information with respect to which is in the possession of the Authority, upon a representation by an officer or officers of the Authority unless the counsel executing such Opinion of Counsel knows that the representation with respect to the matters upon which his opinion may be based, as aforesaid, is erroneous, or in the exercise ofreasonable care should have known that the same was elToneous. SECTION 11.09. Publication for Successive Weeks. Any publication required to be made hereunder for successive weeks in a Financial Newspaper may be made in each instance upon any Business Day of the first week and need not be made on the same Business Day of any succeeding week or in the same Financial Newspaper for any subsequent publication, but may be made on different Business Days or in different Financial Newspapers, as the case may be. SECTION 1f.f0. Accounts and Funds. Any account or fund required herein to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to a'll such accounts and funds shall at all times be maintained in OHSTJSA:?64987054 3 42 accordance with corporate trust industry standards and with due regard for the protection of the security of the Bonds and the rights of the Bondholders. SECTION 11.f1. Business Day. When any action is provided for herein to be done on a day named or within a specified time period, and the day or the last day of the period falls on a day which is not a Business Day, such action may be performed on the next ensuing Business Day with the same effect as though performed on the appointed day or within the specified period. SECTION 11.12. Notices. All written notices to be givan hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely: If to the Authority:Burlingame Financing Authority c/o City of Burlingame-Dept. of Finance 501 Primrose Road Burlingame, C A 9 401 0-3997 Attention: Executive Director If to the Trustee:The Bank of New York Mellon Trust Company, N.A. 100 Pine Street, Suite 3100 San Francisco, CA 9411 I Attention: Corporate Trust Department If to the City:City of Burlingame 501 Primrose Road Burlingame, CA 94010-3997 Attention: Finance Director SECTION 11.13, Notices to Rating Agencies. The Trustee shall give written notice to Moody's and S&P of the redemption or defeasance of any Bonds, the amendment of the Installment Sale Agreements or Trust Agreement or any change in the Trustee. SECTION f1.14. Article and Section Ileadings and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. All references herein to "Articles," "Sections" and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and the words "hereby," "herein," "hereof," "hereto," "herewith," "hereunder" and other words of similar import refer to this Trust Agreement as a whole and not to any particular article, section, subdivision or clause hereof. SECTION 11.15. Partial Invalidity. If any one or more of the agreements or covenants or portions thereofrequired hereby to be performed by or on the 43 OHSUSA:?6498?054.1 part of the Authority or the Trustee shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the ranaining agreements and covenants or portions thereof and shall in no way affect the validity hereof or of the Bonds, and the Bondholders shall retain all the benefit, protection and security afforded to them under the Act or any other applicable provisions of law. The Authority and the Trustee hereby declare that they would have executed and delivered this Trust Agreement and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. SECTION 11.16, Governing Law. This Trust Agreement shall be govemed exclusively by the provisions hereof and by the laws of the State as the same fiom time to time exist. SECTION 11.17. Execution in Several Counterparts. This Trust Agreement maybe executed in any number of counterparts and each ofsuch counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. OHSUSA:761987054.3 44 IN WITNESS WHEREOF, the BURLINGAME FINANCING AUTHORIry has caused this Trust Agreement to be signed in its name by its Executive Director, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in token of its acceptance of the trusts created hereunder, has caused this Trust Agreement to be signed by one of the officers thereunder duly authorized, all as of the day and year first above written. BURLINGAME FINANCING AUTHORIry By: Executive Director THE BANK OF NEWYORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Officer OHSUSA:764987054.1 45 No. - EXHIBIT A FORM OFBOND BURIINGAME FINANCING AUTHORITY IVATER AND WASTEWATER R.EVENUE REFI]NDING BOND SERIES 2016 NEITHER THE FULL FAITH AND CREDIT OF THE AUTHORIry NOR THE CIry OF BURLINGAME IS PLEDGED FOR THE PAYMENT OF THE INTEREST ON OR PRINCIPAL OF THE BONDS AND NO TAX OR OTHER SOURCE OF FUNDS OTHER THAN THE REVENUES HEREINAFTER REFERRED TO IS PLEDGED TO PAY THE INTERIST ON OR PRINCIPAL OF THE BONDS. NEITHER THE PAYMENT OF THE PRINCIPAL OF NOR INTEREST ON THE BONDS CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF THE CITY OF BURLINGAME. S Interest Rate Maturity Date Dated Date CUSIP REGISTEREDOWNER: CEDE&CO. PRINCIPAL SUM:DOLLARS The BURLINGAME FINANCING AUTHORITY, a joint exercise of powers authority, duly organized and validly existing under and pursuant to the laws of the State of Califomia (the "Authority''), for value received, hereby promises to pay (but only out of the Revenues hereinafter referred to) to the registered owner identified above or registered assigns, on the maturity date specified above (subject to any right of prior redemption hereinafter provided for) the principal sum specified above, together with interest on such principal sum from the interest paynent date next preceding the date of authentication of this Bond (unless this Bond is registered as of an interest payment date or during the period from the first day of the month containing an interest payment date to such interest payment date, in which event it shall bear interest from such interest payment date, or unless this Bond is authenticated prior to October l, 2016, in which OHSUSAr764987054.3 A-1 event it shall bear interest from the original issue date specified above) until the principal hereof shall have been paid at the interest rate per annum specified above, payable on October l, 2016, and semiannually thereafter on each April 1 and October 1 . lnterest due on or before the maturity or prior redemption of this Bond shall be payable only by check mailed by first-class mail to the registered owner hereof; provided that upon the written request of a Bondholder of $1,000,000 or more in aggregate principal amount of Bonds received by the Trustee prior to the applicable record date, interest shall be paid by wire transfer in immediately available funds. The principal hereof is payable in lawful money of the United States of America upon presentation of this Bond at the principal offrce of The Bank of New York Mellon Trust Company, N.A., in San Francisco or Los Angeles, Califomia. This Bond is one of a duly authorized issue of bonds of the Authority designated as its "Burlingame Financing Authority Water and Wastewater Revenue Refunding Bonds, Series 2016" (the "Bonds") issued in an aggregate principal amount of Dollars ($ ), all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities and interest rates), and is issued under and pursuant to the provisions of the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title I of the Califomia Govemment Code, as amended) and all laws amendatory thereof or supplemental thereto (the 'Act") and under and pursuant to the provisions of a trust agreement, dated as of June l, 2016 (as amended from time to time, the "Trust Agreement"), between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (together with any successor as trustee under the Trust Agreement, the "Trustee") (copies of the Trust Agreement are on file at the principal office of the Trustee in San Francisco, Califomia). The Bonds are issued to provide funds to refinance the cost of the acquisition, construction and improvement of certain capital improvements to the water system and wastewater system of the City. The Bonds are limited obligations of the Authority and are payable, as to interest thereon and principal thereof, solely from certain proceeds of the Bonds held in certain funds and accounts pursuant to the Trust Agreement and the revenues (as more fully defined in the Trust Agreement, the "Revenues") derived from Installment Payments and other payments made by the City of Burlingame (the "City''), and all interest or other investment income thereon, pursuant to the Installment Sale Agreements, dated as of June 1,2016 (as amended from time to time, the "Installment Sale Agreements"), by and between the Authority and the City, and the Authority is not obligated to pay the interest or premium, if any, on and principal of the Bonds except from the Revenues. All Bonds are equally and ratably secured in accordance with the terms and conditions of the Trust Agreement by a pledge of and charge and lien upon the Revenues, and the Revenues constitute a trust fund for the security and payment of the interest or premium, if any, on and principal ofthe Bonds as provided in the Trust Agreement. The full faith and credit of the Authority and the City are not pledged for the payment of the interest or premium, if any, on or principal of the Bonds. No tax shall ever be levied to pay the interest on or principal of the Bonds. The Bonds are not secured by a legal or equitable pledge of or charge or lien upon any property of the Authority or any of its income or receipts except the Revenues, and OHSUSA:764987054.3 A-2 neither the payment of the interest on nor principal of the Bonds is a debt, liability or general obligation of the Authority, the City or any member of the Authority for which such entity is obligated to levy or pledge any form of taxation. Reference is hereby made to the Act and to the Trust Agreement and any and all amendments thereof and supplements thereto for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Revenues, the rights of the registered owners of the Bonds, security for payment of the Bonds, remedies upon default and limitations thereon, and amendment of the Trust Ageement (with or without consent of the registered owners of the Bonds); and all the terms of the Trust Agreement are hereby incorporated herein and constitute a contract between the Authority and the registered owner of this Bond, to all the provisions of which the registered owner of this Bond, by acceptance hereof, agrees and consents. The Bonds are subject to redemption by the Authority on the dates, and at the redemption prices, set forth in the Trust Agreement. Notice of redemption of this Bond shall be given by first-class maii not less than thirty (30) days nor more than sixty (60) days before the redemption date to the registered orvner of any Bond selected for redemption, subject to and in accordance with provisions of the Trust Agreement with respect thereto. If notice of redemption has been duly given as aforesaid and money for the payment of the above-described redemption price is held by the Trustee, then this Bond shall, on the redemption date designated in such notice, become due and payable at the above-described redemption price; and from and after the date so designated, interest on this Bond shall cease to accrue and the registered owner of this Bond shall have no rights with respect hereto except to receive payment of the redemption price hereof. This Bond is transferable only on a register to be kept for that purpose at the above-mentioned corporate trust office of the Trustee by the registered owner hereof in person or by the duly authorized attomey of such owner upon paynent of the charges provided in the Trust Agreement and upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or the duly authorized attomey of such owner, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount in authorized denominations will be issued to the transferee in exchange therefor. The Authority and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the interest hereon and principal hereof and for all other purposes, whether or not this Bond shall be overdue, and neither the Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and payment of the interest on and principal of this Bond shall be made only to such registered owner, which payments shall be valid A-3 If an Event of Default (as defined in the Trust Agreement) shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the marurer and with the effect provided in the Trust Agreement. The Trust Agreement provides that in certain events such declaration and its consequences may be rescinded by the holders of not less than a majority in aggregate principal amount of the Bonds then outstanding or by the Trustee. OHSUSA:764987054.3 and effectual to satis! and discharge liability on this Bond to the extent of the sum or sums so paid. This Bond shall not be entitled to any benefit, protection or security under the Trust Agreement or become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been executed and dated by the Trustee. It is hereby certified and recited that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and marner as required by the Act, and by the Constitution and laws of the State of Califomia, that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or laws of the State of Califomia and is not in excess of the amount of Bonds permitted to be issued under the Trust Agreement. Unless this Bond is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative ofThe Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HERTOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. IN WITNESS WHEREOF, the Burlingame Financing Authority has caused this Bond to be executed in its name and on its behalfby the manual or facsimile signature of the Executive Dkector of the Authority and countersigned by the manual or facsimile signature of the Secretary of said Authority, and has caused this Bond to be dated as of the original issue date specified above. BURLINGAME FINANCING AUTHORITY Executive Director Countersigned: Secretary OHSUSA:7649E7054.1 A-4 By: [FORM OF CERTIFICATE OF AUTHENTICATION TO APPEARON BONDSI This is one of the Bonds described in the within-mentioned Trust Agreement which has been registered and authenticated on THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory [FORM OF ASSICNMENT TO APPEAR ON BONDS] For value received the undersigned hereby sells, assigns and transfers unto (Taxpayer ldentification Number:) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attomey to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. NOTE: The signature to this Assignment must correspond with the name as written on the face of the Bond in every particular, without alteration or enlargement or any change whatever. Dated: PLEASE INSERT SOCIAL SECURITY NUMBER, TAXPAYER IDENTIFICATION NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: Signature Guaranteed: NOTE: Signature must be guaranteed by an eligible guarantor institution. OHSUSA:764987054.3 A-5 EXHIBIT B FORM OF WRITTEN REQUEST OF BURLINGAME FINANCING AUTHORITY REOUISITION FROM COSTS OF ISSUANCE FTIND IDate] No. The Bank of New York Mellon Trust Company, N.A. San Francisco, CA 94111 Re: Burlingame Financing Authority Water and Wastervater Revenue Refunding Bonds, Series 2016 Dear Sir or Madam: This letter is our authorization to you to disburse from the Costs oflssuance Fund provided for in Section 3.01 of the Trust Agreement, dated as of June 1, 2016 (the "Trust Agreement"), by and between the Burlingame Financing Authority and The Bank of New York Mellon Trust Company, N.A., providing for the amounts indicated on Schedule A attached hereto to the therein-named individuals, firms and corporations for expenses incident to the issuance of the above-named Bonds pursuant to the Trust Agreement. The obligations in the stated amounts have been incurred by the Authority and each item thereof is a proper charge against the Costs of Issuance Fund. Very truly yours, BURLINGAME FINANCING AUTHORITY By Executive Director OHSUSAi764987054.3 B-l Item No. SCHEDULE A Not-to-Exceed Amount PumosePayee OHSUSA:764987051.3 B.A.I DRAFT 4fist2016 TRUST AGREEMENT between the BURLINGAME FINANCING AUTHORITY and THE BAI{KOFNEW YORKMELLON TRUST COMPAIIY, N.A., Trustee Dated as of June 1, 2016 $ Burlingame Financing Authority Water and Wastervater Revenue Refunding Bonds Series 2016 OHSUSA:?6498?054.3 TABLE OF CONTENTS ARTICLE I DEFINITIONS; EQUAL SECURITY SECTION 1 .01. Definitions........ SECTION 1.02. Equal Security.. SECTIONl.03. Interpretation................. ARTICLE II THE BONDS SECTION 2.01. Authorization of Bonds....... SECTION 2.03. Form ofBonds SECTION 2.04. Execution of Bonds........... SECTION 2.05.Transfer and Payment of Bonds....................... SECTION 2.06. Exchange of Bonds .................. SECTION 2.07. Bond Registration Books SECTION 2.08. Mutilated, Destroyed, Stolen or Lost Bonds; Temporary Bonds SECTION 2.09. Special Covenants as to Book-Entry Only System for Bonds ARTICLE III ISSUANCE OF BONDS SECTION 3.01. Procedure for the Issuance ofBonds Page 2 2 SECTION 2.02. Terms of the Bonds................ .... 15 .... 15 ....17 ....17 14 15 l5 17 18 18 2t 2t l8 ... 19 21 22 22 22 22 )1 ARTICLE IV REDEMPTION OF BONDS SECTION4.0l. OptionalRedemption...... SECTION 4.02.Selection of Bonds for Redemption.................................. SECTION 4.03. Notice of Redemption; Cancellation; Effect of Rederrption....... SECTION5.01. PledgeofRevenues..................23 SECTION 5.02. Receipt and Deposit of Revenues in the Revenue Fund..............23 SECTION 5.03. Establishment and Maintenance of Accounts for Use of Monev in the Revenue Fund............................. SECTION 5.04. Deposit and Investments of Money in Accounts and Funds ARTICLE VI COVENANTS OF THE AUTHORITY.. ARTICLEV REVENUES..... .......24 .......25 .......26 OHSUSA:76498?054 3 -l- SECTION 3.02. Limitations on the Issuance of Obligations Payable from Revenues .......... TABLE OF CONTENTS (continued) Page SECTION SECTION SECTION SECTION SECTION SECTION SECTION ARTICLEVII SECTION SECTION SECTION SECTION SECTION SECTION SECTION ARTICLE VIII SECTION SECTION SECTION SECTION ARTICLE lx SECTION SECTION SECTION SECTION ARTICLE X SECTION SECTION ARTICLE XI SECTION 6.01. Punctual Payment and Perfomance Against Encumbrances................ Tax Covenants; Rebate Fund..... Accounting Records and Reports.... Prosecution and Defense of Suits ...... 6.02. 6.03. 6.04. 6.05. 26 26 26 28 28 28 28 29 29 30 31 3l 3t 32 32 32 32 34 36 37 37 37 J6 38 39 39 6.06. Further Assurances........ 6.07. Amendments to Installment Sale Agreements....... EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS........... 7 .01 . Events of Default and Acceleration of Maturities ............ 7 .02. Application of Funds Upon Acceleration 7 .03. Institution of Legal Proceedings by Trustee 10.01. DischargeofBonds............................... MISCELLANEOUS .................... 1 1.01. Liability of Authority Limited to Revenues 7.04. Non-Waiver...... DEFEASANCE 7.05. ActionsbyTrusteeasAttomey-in-Fact............... 7 .06. Remedies Not Exclusive............ 7.07. Limitation on Bondholders' Right to Sue..... THE TRUSTEE 8.01. The Trustee 8.02. Liability of Trustee 8.03. Compensationand IndemnificationofTrustee............ 8.04. Compliance with Continuing Disclosure Certificate AMENDMENT OF THE TRUST AGREEMENT 9.01. Amendment of the Trust Agreement 9.02.Disqualified Bonds......... 9.03. Endorsement or Replacement of Bonds After Amendment........ 9.04. Amendment by Mutual Consent .39 10.02. UnclaimedMoney...............40 40 OHSUSA:76498?054.3 -11- ....40 TABLE OF CONTENTS (continued) SECTION 1 1.02. Benefits of this Trust Agreement Limited to Parties; and Third Party Benefi ciaries Page SECTION 11.03.Successor Is Deemed lncluded ln All References To Predecessor ...... 4l 4t 41 4t 42 42 42 42 42 43 43 43 43 43 44 44 SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION EX{IBITA EXHIBIT B 1 1 .04. Execution of Documents by Bondholders I 1.05. Waiver of Personal Liability...... 11.06. AcquisitionofBondsbyAuthority....................... 1 1 .07. Destruction of Cancelled Bonds 11.08. Content of Certificates 1 1.09. Publication for Successive Weeks 11.10. AccountsandFunds......... I l.l l. Business Day.... 11.12. Notices 11.13. Notices to Rating Agencies 11.14. Article and Section Headings and References I 1.15. Partial Invalidity I 1.16. Goveming Law I 1.17 . Execution in Several Counterparts.................... FORM OF BOND............... .....................A-1 FORM OF WRITTEN REQUEST OF BURLINGAME FINANCING AUTHORITY B-1 OHSUSA:? 987054.3 -lll- ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of June 1,2016, is entered into by and between BURLINGAME FINANCING AUTHORITY (the "Authority"), a joint exercise of powers authority, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee and as escrow bank (the "Escrow Agent"). WITNESSETII: WHEREAS, the Escrow Agent, as successor trustee, and the Authority are parties to the Trust Agreement, dated as of March 1, 2007 (the "Trust Agreement"); WHEREAS, the Authority has heretofore issued $25,180,000 Burlingame Financing Authority Water and Wastewater Revenue Bonds, Series 2007, of which $_ is currently Outstanding (the "Refunded Bonds') pursuant to the Trust Agreement; WHEREAS, the Authority has determined that it is in its best interests to refund the Refunded Bonds in whole, and has issued its Water and Wastewater Revenue Refunding Bonds, Series 2016 (the "Refunding Bonds") pursuant to the Trust Agteement, dated as of June 1,2016 (the "Refunding Trust Agreement") by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee, for the purpose of providing funds to refund the Refunded Bonds; and WHEREAS, the proceeds of the Refunding Bonds will be deposited in the Escrow Fund created hereunder to refund and defease the Refunded Bonds, and such proceeds shall be in such amount and shall be invested so as to insure the full and timely payment of the Refunding Requirements (as hereinafter defi ned); NOW, THEREFORE, in consideration of the mutual agreements herein contained, in order to secure the payment of the Refunding Requirements as heretofore provided, the parties hereto mutually undertake, promise and agree for themselves, their respective representatives, successors and assigns, as follows: Section 1 Definitions. As used in this Escrow Agreement the following terms have the following meanlngs: "Eligible Securities" means securities of the type described in the definition of Governrnent Securities contained in the Trust Agreement. "Escrow Agent" means The Bank of New York Mellon Trust Company, N.A., or any successor thereto appointed under this Escrow Agreement. "Escrow Fund" means the fund by that name created pursuant to Section 2 hereof. OHSUSA:?64986945.1 "Escrowed Securities" means those certain Eligible Securities listed in Exhibit B to this Escrow Agreement. "Refunded Bonds" means the Outstanding Burlingame Financing Authority Water and Wastewater Revenue Bonds, Series 2007, issued pursuant to the Trust Agreement. "Refunding Bonds" means the Burlingame Financing Authority Water and Wastewatq Revenue Refunding Bonds, Series 2016, issued pursuant to the Trust Agreement, dated as of June 1, 2016, by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee. "Refunding Requirements" means all installments of principal and interest on the Refunded Bonds, to and including the redemption date of the Refunded Bonds (which is April l, 2017), and the payment of the redemption price on April 1, 2017, as shown in Exhibit A to this Escrow Agreement. "State" means the State of California. All other capitalized terms used but not defmed herein shall have the respective meanings given to such terms in the Trust Agreement. Section 2. Creation and Purpose of Escrorv. A. There is hereby created and established with the Escrow Agent a special and irrevocable trust fund designated as the "Burlingame Financing Authority Water and Wastewater Revenue Bonds, Series 2007 Escrow Fund" (the "Escrow Fund"). The Escrow Agent shall keep the Escrow Fund separate and apart from all other funds and moneys held by it and shall hold the Escrow Fund in trust for the purposes described herein. B. On the date of the delivery of the Refunding Bonds to the initial purchasers thereof, the Trustee for the Refunding Bonds will transfer to the Escrow Agent in escrow, to be held and accounted for in the Escrow Fund and paid out as provided in this Escrow Ageement and in the Trust Agreement, moneys representing a portion of the proceeds from the sale of the Refunding Bonds, in the amount of $which shall be suflicient for the purchase ofthe Escrowed Securities and to make the cash deposit to the Escrow Fund and shall be used by the Escrow Agent to purchase the Escrowed Securities and make such cash deposit on such date. The principal of and interest on the Escrowed Securities and any uninvested cash held hereunder in the Escrow Fund shall be applied by the Escrow Agent to the payment of the Refunding Requirements related to the Escrow Fund. C. The funds held in the Escrow Fund shall not be subject to withdrawal other than to satisfy the Refunding Requirernents. D. The Authority has determined, as verified by the report of [Causey Demgen & Moore P.C., an Independent Certified Public Accountant], dated ,2016 (the "Verification Report"), that the Escrowed Securities are such that, if interest thereon and principal thereof are paid when due, the proceeds from the collection of such interest and 2 OHSUSA:76{936945.3 principal, togethff with any uninvested cash held hereunder, will be sufficient to meet the Refu nding Requirements. E. The Escrow Agent shall hold all Escrowed Securities, whether acquired as initial investments, subsequent investments or reinvestments hereunder, and the money received from time to time as principal and interest thereon, in trust, for the payment of the Refunding Requirements and shall collect the principal of and interest on the Escrowed Securities held by it hereunder promptly as such principal and interest become due. F. The Authority intends that the Refunded Bonds be discharged as set forth in Section 10.01 of the Trust Agreement. Section 4. Accounting for Escrorv; Substitutions. A. The moneys and the Escrowed Securities from time to time accounted for in the Escrow Fund shall not be subject to withdrawal by the Authority nor otherwise subject to its order except as otherwise provided in Sections 2 and 8 hereof. B. The Authority may from time to time direct the Escrow Agent to sell, exchange or substitute Escrowed Securities; provided that there shall be no sale, exchange or substitution of the Escrowed Securities, unless the following are received: (i) the written direction of the Authority, (ii) receipt by the Authority and the Escrow Agent of a new Verification Report, prepared by an lndependent Certified Public Accountant, verirying the sufficiency of the escrow to pay all current interest when due on the outstanding Refunded Bonds in full to and including their respective redemption dates or maturity dates and to pay when due all maturing principal on the Refunded Bonds in full on their respective redemption dates or maturity dates (taking into account the cancellation of Refunded Bonds purchased by the Authority for cancellation, including Refunded Bonds placed in escrow with the Trustee for purchase from the proceeds of the sale ofEscrowed Securities), and (iii) receipt ofan opinion of nationally recognized bond counsel that such investment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Refunding Bonds or the Refunded Bonds. Section 3. Bondholder Notices. The Escrow Agent is hereby irrevocably instructed to mail, as soon as practicable, a notice of the defeasance of the Refunded Bonds and is hereby irrevocably instructed to provide a notice of the redemption of the Bonds as provided in Section 4.04 of the Trust Agreement. Section 5. Investments and Reinvestments. The Escrow Agent shall have no other obligation by virtue of this Escrow Agreement, general trust law or otherwise, to make any investment or reinvestment of any moneys in escrow at any time except as expressly directed by the Authority and upon receipt, but only in case of such Authority direction, of (i) the written direction of the Authority, (ii) receipt by the Authority and the Escrow Agent of a new Verification Report, prepared by an Independent Certified Public Accountant, verifying the sufficiency of the escrow to pay all cunent interest when due on the outstanding Refunded Bonds in fulI to and including their OHSUSA:764986945.3 3 respective redemption dates or maturity dates and to pay when due ali maturing principal on the Refunded Bonds in full on their respective redemption dates or maturity dates (taking into account the cancellation of Refunded Bonds purchased by the Authority lor cancellation, including Refunded Bonds placed in escrow with the Trustee for purchase from the proceeds of the sale of Escrowed Securities), and (iii) receipt of an opinion of nationally recognized bond counsel that such investment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Refunding Bonds or the Refunded Bonds. Moneys deposited in the Escrow Fund, including the investment eamings thereon and any uninvested cash, shall be in an amount, as determined by the Authority, which at all times shall be sufficient to meet the Refunding Requirements not theretofore met. Section 7. Transfers for Pavment ofRefunded Bonds. The Escrow Agent shall from time to time, to the extent of moneys in the Escrow Fund, pay the Refunding Requirements when due, as provided herein and in the Trust Agreement. Section 8. Termination of Escrorv Asreemen t; Written Request of Authoritv. When the Escrow Agent shall have transferred, pursuant to Section 7 hereof, such moneys as are required to pay in full and discharge all of the Refunded Bonds, the Escrow Agent, after payment of all fees and expenses of the Escrow Agent, shall immediately pay over to the Authority or its order the moneys, if any, then remaining in the Escrow Fund and shall make forthwith a final report to the Authority, and this Escrow Agreement shall terminate. The Trustee shall pay to the Authority any and all unclaimed moneys as provided in Section 10.02 of the Trust Agreement and this shall constitute the Written Request of the Authority for such purpose. A. The Escrow Agent's fees, expenses and reimbursement for costs incurred for and in carrying out the provisions of this Escrow Agreement have been fixed by separate agreement. The Escrow Agent shall also be entitled to additional fees, expenses and reimbursement for costs incurred, including but not limited to, legal and accounting services in connection with any litigation or other proceedings which may at any time be instituted involving this Escrow Agreement not due to the negligence or willful misconduct of the Escrow Agent. Under no circumstances shall any fees, expenses or reimbursement of costs of the Escrow Agent or any other party (including without limitation, the cost of any required Verification Report) be paid out ofamounts held in the Escrow Fund. B. Pa),rnents to the Escrow Agent pursuant to this Section 9 shall not be for deposit in the Escrow Fund, and the fees of and the costs incurred by the Escrow Agent shall not be a charge on and in no event shall be deducted from the Escrow Fund. 4 OHSUSA:7fl9869.{5.3 Section 6. Sufficiencv of Escro*. Section 9. Fees and Costs. Section 10. Character of Deposit. A. It is recognized that title to the Escrowed Securities and moneys accounted for in the Escrow Fund from time to time shall be subject always to the prior trust, charge and lien thereon of this Escrow Agreement in favor of the owners of the Refunded Bonds and the use thereof shall be required to be made by the provisions hereof. B. The Escrow Agent shall hold all such securities and moneys in the Escrow Fund as special trust funds separate and wholly segregated from all other securities and funds of the Escrow Agent, and shall never commingle such securities or moneys with other securities or moneys. C. No money paid into and accounted for in the Escrow Fund shall ever be considered as a banking deposit and the Escrow Agent shall have no right or title with respect thereto except in its capacity as Escrow Agent hereunder. Section 11. ExculpatoryProvisions. A. The duties and responsibilities of the Escrow Agent are limited to those expressly and specifically stated in this Escrow Agreement. B. The Escrow Agent shall not be liable or responsible for any loss resulting fiom any investment or reinvestment made pursuant to this Escrow Agreement and made in compliance with the provisions hereof. The Escrow Agent shall not be liable or responsible for the accuracy ofany calculations or the sufficiency of any Escrowed Securities, the Escrow Fund or any moneys held by it to meet the Refunding Requirements. C. No provision of this Escrow Agreement shall be construed to relieve the Escrow Agent from liability for its own negligent failure to act or its own willful misconduct. D. The Escrow Agent shall be under no obligation to inquire into or be in any rvay responsible for the performance or nonperformance by the Authority of any of its obligations, nor shall it be responsible in any manner for the recitals or statements contained herein or in the Refunded Bonds or any proceedings taken in connection therewith, such recitals and statements being made solely by the Authority. The Escrow Agent may conclusively rely on any opinion, written request, certificate, written direction or report of the Authority, any certified public accountant, financial advisor or investment bank delivered to it and received in good faith in connection with the transactions contemplated hereby. E. Nothing in this agreement shall be construed to create any obligations or liabilities on the part of the Escrow Agent to anyone other than the Authority or the holders of the Refunded Bonds. F. The Escrow Agent may at any time resign by giving thirty (30) days written notice to the Authority of such resignation. The Authority shall promptly appoint a successor Escrow Agent by the resignation date. Resignation of the Escrow Agent will be effective only upon acceptance of appointment by a successor Escrow Agent. If the Authority does not appoint a successor, the Escrow Agent may petition any court of competent jurisdiction 5 OHSUSA:?64986945.3 for the appointment of a successor Escrow Agent, which court may thereupon, after such notice, ifany, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Agent. After receiving a notice of resignation ofan Escrow Agent, the Authority may appoint a temporary Escrow Agent to replace the resigring Escrow Agent until the Authority appoints a successor Escrow Agent. Any such temporary Escrow Agent so appointed by the Authority shall immediately and without further act be superseded by the successor Escrow Agent so appointed. G. The Authority, to the extent permitted by law, agrees to indannify the Escrow Agent, its agents and its officers or employees for and hold the Escrow Agent, its agents, officers or employees harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgrnents, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel for the Escrow Agent) which may be imposed on, incuned by, or asserted against the Escrow Agent at any time by reason of the performance of its duties as Escrow Agent hereunder, in any transaction arising out of this Escrow Agreement, or the Trust Agreement or any of the transactions contemplated herein or in the Trust Agreement, unless due to the Escrow Agent's or its officers' or employees' or agents' negligence or willfirl misconduct. Such indemnity shall survive the termination of this Escrow Agreernent or resignation of the Escrow Agent. H. The Escrow Agent may consult with counsel, who may be counsel ofor to the Authority, with regard to legal questions and the opinion of such counsel shall be full and complete authorization in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. I. The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attomeys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part ofany agent, attomey, custodian or nominee so appointed. J. The Escrow Agent agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Agent shall have received an incumbency certificate listing persons desigrrated to give such instructions or directions and containing specimen sigratures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted frorn the listing. If the Authority elects to give the Escrow Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Agent in its discretion elects to act upon such instructions, the Escrow Agent's understanding of such instructions shall be deemed controlling. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Authority agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk ofinterception and misuse by third parties. 6 OHSTJSA:?649R5945 l K. No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise ofany of its duties hereunder, or in the exercise of its rights or powers. L. The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity gant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Agent will fumish the Authority periodic cash transaction statements which include detail for all investment transactions made by the Escrow Agent hereunder. M. If the Escrow Agent learns that the Department of the Treasury or the Bureau ofPublic Debt will not, for any reason, accq)t a subscription of Eligible Securities that is to be submitted pursuant to this Escrow Agreement, the Escrow Agent shall promptly request alternative written investment instructions from the Authority with respect to escrowed funds which were to be invested in Eligible Securities. The Escrow Agent shall follow such instructions and, upon the maturity of any such altemative investment, the Escrow Agent shall hold funds uninvested and without liability for interest until receipt of further written instructions from the Authority. In the absence of investment instructions from the Authority, the Escrow Agent shall not be responsible for the investment of such funds or interest thereon. The Escrow Agent may conclusively rely upon the Authority's selection of an altemative investment as a determination of the altemative investment's legality and suitability and shall not be liable for any losses related to the altemative investments or for compliance with any yield restriction applicable thereto. Time shall be of the essence in the performance of the obligations from time to time imposed upon the Escrow Agent by this Escrow Agreement. This Escrow Agreement may not be revoked or amended by the parties hereto unless there shall first have been filed with the Authority and the Escrow Agent (i) a written opinion of nationally recognized bond counsel stating that such amendment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Refunding Bonds or Refunded Bonds and (ii) unless such amendment is not materially adverse to the interests of the registered owners of the Refunded Bonds, the written consent of all the owners of the Refunded Bonds then outstanding. A. Whenever herein the Authority or the Escrow Agent is named or is referred to, such provision shall be deemed to include any successor of the Authority or the Escrow Agent, respectively, immediate or intermediate, whether so expressed or not. B. All of the stipulations, obligations and agreements by or on behalf of, and other provisions for the benefit of, the Authority or the Escrow Agent contained herein: 1 OHSUSA:76498694s.3 Section 12, Time of Essence. Sectionl3. Amendments. Sectionl4. Successors. (1) Shalt bind and inure to the benefit ofany such successor; and Section 15. Notices. All notices and communications hereunder shall be in writing and shall be deemed to be duly given if received or sent by first class mail to the following addresses or to such other address as the recipient thereof shall request in writing to the other party hereto: If to the Authority:Burlingame Financing Authority c/o City of Burlingame-Dept. of Finance 501 Primrose Road Burlingame, CA 94010-3997 Attention: Executive Director Fax: (650) 556-9260 If to the Escrow Agent:The Bank of New York Mellon Trust Company, N.A. 100 Pine Street, Suite 3100 San Francisco, CA 941 11 Attention: Corporate Trust Department Fax: (415) 399-1647 Section16. Severabilitv. If any section, paragraph, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paraglaph, clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. SectionlT. Lan'Governing. This Escrow Agreement is made in the State of Califomia and is to be construed under the Constitution and laws of such State. Sectionl8, Counterparts This Escrow 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. 8 OHSUSA:76,1986945.1 (2) Shall bind and shall inure to the benefit of any officer, board, authority, agent or instrumentality to whom or to which there shall be transferred by or in accordance with law any right, power or duty ofthe Authority or the Escrow Agent, respectively, or of its successor. IN WITNESS WHEREOF, the BURLINGAME FINANCING AUTHORITY has caused this Escrow Agreement to be signed in its name by its duly authorized officer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., has caused this Escrow Agreement to be signed in its name by its duly authorized officer, all as of the day and year first above written. BURLINGAME FINANCING AUTHORITY By: Executive Director THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Agent By: Authorized Officer 9 OHSUSA:764986945.3 EXHIBIT A REFUNDING REQUIREMENTS Payment Date Rate Nlaturing Principal Principal Redeemed Interest Total OHSUSA:?64986945.3 A-1 EXHIBIT B ESCROWED SECURITIES Initial Cash Deposit: $_ The following securities will be deposited into the Escrow Fund on 2016: Issue l\{ atu ritr Coupon OHSUSA:7649E6945.1 B-1 Par DRAFT 4n5t2016 ESCROW AGREEMENT by and between BURLINGAME FINANCING AUTHORITY and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Dated as of June 1, 2016 relating to the Burlingame Financing Authority Water and Wastewater Revenue Bonds, Series 2007 OHSUSA:?64986945.1 TABLE OF CONTENTS DEFINITIONS CREATION AND PURPOSE OF ESCROW BONDHOLDER NOTICES ACCOLTNTING FOR ESCROW; SUBSTITUTIONS INVESTMENTS AND REINVESTMENTS SUFFICIENCY OF ESCROW... TRANSFERS FOR PAYMENT OF REFUNDED BONDS......... TERMINATION OF ESCROW AGREEMENT; WRITTEN REQUEST OF AUTHORITY FEES AND COSTS CTIARACTER OF DEPOSIT.... EXCULPATORY PROVISIONS.. TIME OF ESSENCE AMENDMENTS SUCCESSORS COTINTERPARTS 1 2 -f 3 3 4 SECTION 9. SECTION 10. SECTION 11. SECTION 12. SECTION 13. SECTION 14. SECTION 15. SECTION 16. SECTION 17. SECTION 18. EXHIBIT A EXHIBIT B 4 4 5 5 7 7 7 8 8 8 8 OHSUSA:764986945.3 SECTION 1. SECTION 2. SECTION 3. SECTION 4. SECTION 5. SECTION 6. SECTION 7. SECTION 8. PRELII,IINARY OFFICIAL STATEMENT D-A.TED , 2016 NEW ISSUE - FULL BOOK-ENTRY O\I,Y RATING: S&P: -(See "MISCELLANEOUS - Rating" herein). S BURLINGAME FINANCING AUTHORITY Water and \Yastervater Revenue Refunding Bonds, Series 2016 Dated: Date of DeliYery Due: April 1, as shorvn on the inside cover hereof The Burlingame Financing Authority Water and Wastewater Revenue Refunding Bonds, Series 2016 (the "Bonds") will be issued in fully registered form only and, when issued, will be rcgistered in the name ofCede & Co., as nominee ofThe Depository Trust Company, New York, New York ("DTC"). Ownenhip interests in the Bonds will be in denominations of$5,000 or any integral multiple thereof. Beneficial owners ofthe Bonds will not rcceive physical certificates representing the Bonds purchased, but will receive a credit balance on the books ofthe nominees of such purchasers. lnterest on the Bonds is payable semiannually on April I and October l, cornrnencing October 1, 2016 (the "l[terest Payment Dates'). Principal of, premium, if any, and interest on the Bonds will be paid by The Bank of New York Mellon Trust Company, N.A., San Francisco, Califomia, as trustee (the "Trustee') to DTC, which in tum will remit such principal, premium, ifany, and interest to its participants for subsequent disbuNement to beneficial owners of the Bonds as described herein. See "APPENDIX F - Book-f,trtry Otrly System" herein. The Bonds are being issued to refund the Authority's Water and Wastewater Revenue Bonds, Series 2007 and to pay the costs ofissuance ofthe Bonds. The Bonds are limited obligations of the Authority payable solely Aom Revenues generally consisting of separate Installment Payments to be made by the City and from amounts on deposit in certain funds and accounts held under the Trust Agreement. The Installment Payments are special obligations of the City under separate 20 I 6 Installment Sale Agreements and are sepamtely secured by a pledge of the System Net Revenues of the Water System or the Wastewater System. The pledge of the System Net Revenues under each 2016 Installment Sale Agreement secures only the obligation to pay Installment Payments and other obligations under that particular Installment Sale Agreement. The City is not obligated to use System Net Revenues Aom one System to make up for a deficiency in the Installment Pa).ments in connection with the other System. THE INSTALLMENT PAYMENTS UNDER THE WATER INSTAILMENT SALE AGREEMENT ARE PAYABLE SOLELY FROM SYSTEM NET REVENUES OF THE WATER SYSTEM, AND THE INSTALLMENT PAYMENTS TNDER THE WASTEWATER INSTAILMENT SALE AGREEMENT ARE PAYABLE SOLELY FROM SYSTEM NET R-EVENIJES OF THE WASTEWATER SYSTEM. IN THE EVENT OF A DEFICIENCY TN PAYMENTS UNDER AN INSTALLMENT SALE AGREEMENT, NEITI]ER THE INSTALLMENT PAYMENTS UNDER THEOTHER INSTALLMENT SALE AGREEMENT NOR SYSTEM NET REVENUES OF THE APPLICABLE SYSTEM SECURING THE OTHER INSTALLMENT SALE AGREEMENT ARE AVAILABLE TO MAKE UP SUCH DEFICIENCY OR TO MAKE PAYMENTS ON THE PORTION OF THE BONDS SECTIRED BY SUCH INSTALLMENT SALE AGREEMENT The Bonds do not consdnrte a debt or liability of the State of Califomia or of any political subdivision thereof (including any member of the Authority). The Authority shall be obligated to pay the principal ofthe Bonds, and the interest thereon, only from the revenues described above, and neither the faith and credit nor the ta,ting power of the State of Califomia or of any political subdivision thereof (including any member of the Authority) is pledged to the payment of the principal of or the interest on the Bonds. The issuance of the Bonds shall not directly, indirectly or contingently obligate the State of Califomia or any political subdivision thereof (including any member ofthe Authority) to leq or pledge any form oftaxation. The Authority has no taxing power. The Bonds are subject to optional redemption prior to maturity as described herein. See "THE BONDS - Redemption" herein. ' Maturity Schedule' located on inside front coyer TH]S COVER PACE CONTAINS INFORMATION FOR REFERENCE ONLY- IT IS NOT A SUMMARY OF THIS ISSUE- INVESTORS MUST READ THE ENTIRE OFFICTAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The Bonds will be olfeted *hen, as and if issued, snbject to the approvol of validity by Orrick, Herrington & Surcliffe LLP, Bond Cotusel. Certain legal matters will be passed upon for lhe Autloi\, and lhe City by the City Auonrcy of the City of Burlingane. Orrick, Herington & Sutcliffe LLP will sene as Dtsclosure Counsel. Cert.tin legal matters will be passed upon for the Undentiter by Stradling Yocca Carlson & Rauth, I Professiondl Corporation, Co nsel to the Undenvriter. It is expected that the Bonds will be delivered throtgh thefacilities of DTC on or about , 2016, in Nev,York, Neif York. agaikst payment therefor. 'Preliminary, subject to change 9d 96 c; EE 6> P' ac QE 2-cz 3.= h.9.20E -E EZ .ic ^-,0 FA In the opi ion of Offick, Herrington & SutcliJIe LLP, Bond Counsel, based upon an analysis of eristing la*'s, regulations, rulings and court decisiot$ and assumtng, among other matters, the accuracy of certain representations and compliance with certoitt covenants, interest on the Bonds is excluded from gross income for lederal income t.L\ purposes under Section 103 of the lnternal Revemte Code of 1986 and is etempt fiom State of Caltfornia personal income tLres. In the further opinion of Bond Cornsel, interest o the Bonds is not a specifc prekrence item for purposes of the federal individual or corporate ahernative minimun t.Ltes, although Bond Counsel observes that stch interest is incl ded in adjusted current eamings ryhen cdldiating corporate alternaaive minimum taxable income. Bond Counsel *presses no opinion regaftling an) other tal consequences rcloted to lhe oxnerchip or disposition oJ, or the accnnl or receipt of inlerest on, the Bonds. See "MISCELLANEOUS - Tox Malters " herein. Srmn Dqted: ,2016 $ Maturity (April 1) Principal Amount Yield CUSIPf MATURITY SCHEDULE (Base CUSIPf 12145N) Interest Rate t Preliminary, subject to change. Priced to the April 1, 20_ par call date. Copyright 2016, American Bankers Association. CUSIP@ is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed by S&P Capital IQ. All rights reserved. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. CUSIP numbers are provided for convenience of reference only and have been assigned by an independent company not affiliated with the Authority. None of the City, the Authority or the Underwriter take any responsibility for the use or accuracy of such numbers. IMPORTAIIT NOTICES AND TNFORNIATION No dealer, broker, salesman or other person has been authorized to give any information or to make any representation other than those contained in this Official Statement, and, if given or made, such other information or representation must not be relied upor as havirg been authorized by the City, the Authority or the Underryriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of th€ Bonds by any person, in any jurisdiction in which it is unlarvful for such person to make such offer, solicitation or sale. This Ofiicial Statement is not to be construed as a cotrtract with the purchasers of the Bonds. Statements contained in this Official Statement rvhich involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be constrred as representations of facts. The information contained in this Oflicial Statement has been furnished by the City, the Authority and other sources which are deemed to be reliable but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by the Underrvriter. The information and expressions of opinion herein are subject to change lyithout notice and neither the delivery of this Official Statement, nor any sale hereunder, shall under any circumstances create an implication that there has been no change in the affairs of the City, the Authority or any other matter described herein since the date hereof. The Underlyriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reyielyed the information in this Official Statement in accordance rvith, and as part of, its responsibility to inyestors under the federal securities lalys as applied to the facts and circumstalces of this transaction, but the Undenyriter does not guarantee the accuracy or completeness of such information. Certain statements included or ilcorporated by reference in this Official Statement constitute ..forrvardJooking statements." Such statements are generally identifiable by the terminology used, such as "plan," "expect," "estimate," "budget," or other similar rvords. The achievement of certaitr results or other expectations contained in such forlyard-looking statements involve known and unknown risks, uncertainties and other factors rvhich may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forlvard- looking statements. Neither the Authority nor the City plans to issue any updates or revisiors to those forward-looking statements if or when their expectations, or events, conilitions or circumstances on rvhich such statements are based, occur. IN CONNECTION WITII THIS OFFERING, THE UNDER\\'RITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS \I'HICII STABILIZE OR MAINTAIN THE MARKET PRICE OF TIIE BONDS AT A LEVEL ABOVE THAT \}'HICH MIGHT OTHERIITSE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF CONTMENCED, MAY BE DISCONTINUED AT ANY TINIE' The Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon an exemption contained in the Act. The Bonds have not been registered or qualified under the securities laws of any state. The City maintains a lyebsite at http://ryrr.rv.burlingam€.org. The information presented therein is not a part of this official statement, is not incorporated by reference herein, and should not be relied upon in making an investment decision \yith respect to the Bonds. BURLINGAME FINANCING AUTHORITY Governing Board and Mayor and City Council Arn Keighran Mayor Ricardo Ortiz Vice Mayor Donna Colson Lisa Goldman City Manager Syed Murtuza Director of Public lVork Authority Staff/City Staff Carol Augustine Finance Director and Treasurer Bond and Disclosure Counsel Orriclg Herrington & Sutcliffe LLP S an F renci s co, C al ifornia Trustee The Bank of New York Mellon Trust Company, N.A. S a n F ra nc is c o, C a I iforni a Financial Advisor Public Financial Management, Inc. S an F ranctsco, C alifomia Michael Brownrigg Emily Beach Fariba Ghahremani D ep uty F inance D irect or Kathleen Kane City Attorney TABLE OF CONTEN-TS l'age INTRODUCTION-.......- The Authority... I I I I I I 2 2 2 2 3 3 3 3 3 Purpose ofthe Bonds . Authority for Issuance Security for the Bonds Rate Covenant....... Existing and Additional Parity Obligations.......................... The City Description of the Bonds Tax Matters Offering and Delivery ofthe Bonds...... Continuing Disclosure Summaries Not Definitive................ Other lnformation General Redemption SECURITY AND SOURCES OF PAYMENT FOR THE 8ONDS........... Sources of Payment Pledge of System Net Revenues Rate Covenant..,.... Rate Stabilization Funds Additional Parity Obligations Flow ofFunds No Debt Service Reserve Fund Limited Obligations ESTIMATED SOURCES AND USES OF FUNDS....,.,.,.. DEBT SERVICE THE SYSTEMS Signifi cant Accounting Policies THE WATER SYSTEM ... Serice Area.. Water Supply Disribution and Storage Facilities...... Regulatory Issues.. Capital Improvement Program Summary........... Historical Consumption. Major Rate Payers Historical and Current Rates ........ Connection Fees Existing Long-Term Obligations; Existilg and Additional Parity Obligations Balance Sheet/Statement of Net Assets Income Statement........ Debt Service Coverage 5 5 6 6 6 7 7 't 8 8 9 9 9 9 9 9 9 l0 ........12 .12 .12 rl 1.1 ..,,.|4 ...........16 Comparison of Water Rates....-...-.,........l6 l6 .. ....., ,,17 ..........18 ..........20 4 4 4 5 THE WASTEWATER SYSTEM,,..,.,... -l- 21 REFUNDING PLAN Governance and Management..-................ Page Service Area Transmission and Treatment Facilities 22 72 22 23 23 24 24 25 25 27 28 29 3l 32 Regulatory Issues Average Water Consumption................ Major Rate Payers. Historical and Cunent Rates................ Connection Fees...........-... Comparison of Wastewater Rates ......... Existing Long-Term Obligations; Existing and Additional Parity Obligations ... Balance Sheet/Statement of Net Assets Income Statement.. Debt Service Coverage.......... RISK FACTORS Limited Recourse on Default System Operation and Expenses Limited obligations lnitiatives.. .. .. ....... Bankruptcy.......... 32 33 33 Limitations on Revenucs......... Regulatory Risk..... Proposals to Restore Hetch Hetchy Valley.......... ............33 .--.........JJ ........... .3 3 Tax Exemption ofthe Bonds. 34 34 34 35 35 Seismic and Wildfre Consideratious fught to Vote on Taxes Act,.............. MISCELLANEOUS....................................... Litigation........ Tax Matters.... L€gal Matters . Underwriting.. ..........37 ..........37 37 37 ......3'7 ......37 Verification of Mathematical Accuracy 3',7 39 39 39 39 40 40 Financial Statements Additional Information............ APPENDIX A _ APPENDIX B _ SUMMARY OF PRINCTPAL LEGAL DOCUMENTS ANNUAL FINANCIAI REPORT OF THE .A-l APPENDIX C _ A?PENDIX D APPENDIX E APPENDIX F _ CITY FOR THE FISCAL YEAR ENDED JTINE 30, 2015 CITY OF BI.]RLINGAME DEMOGRAPHIC AND FINANCIAI- INFORMATION....... FORM OF CONTINTJING DISCLOSURE CERTIFICATE.,...... FORM OF LEGAL OPIN]ON OF BOND COI]NSEL......,..,,. BOOK-ENTRY ONLY SYSTEM......... 1 B- C. D- E- .F- -t l- Capital Improvement Program Summary...................................... THE AUTHORITY OFFICIAL ST,{TE}IE\T S BTJRLINGAME FINAIICING AUTHORITY lvater and lvast€water Revenue Refunding Bonds, Series 2016 INTRODUCTIOTT- This Introduction is not a surnmary of this Official Statement. It is only a brief description of and guide to, and is qualffied by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made ofthe entire Official Statement. The offering ofthe Bonds to potential investors is made only by means ofthe entte Ofiicial Statement. Capitalized terms used, but not otherwise defined, herein, shall have the meanings ascribed thereto in 'APPENDIX A - SIJMMARY OF PRINCIPAL LEGAL DOCUMENTS - Certaitr Delitritions." General The purpose of this Omcial Statement, which includes the cover page, inside cover page, table of contents and appendices hereto, is to provide certain information concerning the issuance, sale and delivery by the Burlingame Financing Authority (the "Authority'') of its Water and Wastewater Revenue Refundiry Bonds, Series 2016 (the "Bonds"), in the aggregate principal amount of $-. The Authority The Authority is a joint exercise ofpowers authority duly organized and existing under ard pursuant to that certain Joint Exercise of Powers Agreement, by and between the City of Burlingame (the "City') and the Redevelopment Agency of the City of Burlingame (the "Agency''), and under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title I of the California Govemment Code (the "Acf). Purpose of the Bonds The Bonds are being issued to refund the Authority's Water and Wastewater Revenue Bonds, Series 2007 and to pay the costs of issuance of the Bonds. Authority for Issuance The Bonds are being issued purcuant to the Marks-Roos Local Bond Pooling Act of 1985, constinrting Article 4 of the Act, and a Trust Agreement dated as ofJune 1,2016 (the "Trust Agreement"), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., San Francisco, California, as trustee (the "Trustee"). Security for the Bonds The Bonds are limited obligations of the Authority payable solely from Revenues generally consisting of separate Installment Payments to be made by the City and from amounts on deposit in certain funds and accounts held under the Trust Agreement. The Installment Pa).ments securing the Bonds are special obligations of the City under the 2016 Instatlment Sale Agreement (Water System) (the "Water Installment Sale Agreement"), with a principal amount of S- and the 2016 Installment Sale Agreement (Wastewater System) (the "Wastewater Installment Sale Agreement"), with a principal amount of $-, each dated as of June l, 2016 and entered into by the City and the Authority (collectively, the "Installment Sale Agreements"). The IDstallment Payments under the Water Installment Sale Agreement are payable solely from, and secured by a pledge, ' Preliminary, subject to chang€. The Bonds are lirnited obligations of the Authority and are not secured by a legal or equitable pledge of, or charge or lien upon, any property of the Authority or aoy of is income or receipts, except the Revenues. Neither the full faith and credit nor the taxing power of the Authority, the City, any member of the Authority, the Slate of California or any subdivision thereof is pledged for the payment of the interest on, principal of or redemption price ofthe Bonds or for the payment of Installment Paymenls. Neither the payment of the principal ofor inter€st on the Bonds nor the obligation to make Installment Payments constitutes a debt, liability or obligation of the Authority or the City for which any such entity is obligated to lery or pledge any form of taxation or for which any such entity has levied or pledged any form of taxation. The Authority has no taxing power. For more information regarding the security for the Bonds, see "SECURITY AND SOURCES OF PAYMENT FOR TEE BONDS". Rate CoYenant The City covenants in each lDstallment Sale Agreement, to the fullest extent permitted by law, to fx prescribe and collect rates and charges such that System Net Revenues will be equal to at least l20Yo of be respective InstalLment Payments and Debt Service on other Parity Obligations during each Fiscal Year and such that System Net Revenues (excluding connection fees and money transferred from any mte stabilization fund should one be established) will be equal to at least 100% of the Installment Payments and other Parity Obligations during each Fiscal Year. See "SECURITY AND SOURCES OF PAYMENT FOR TEE BONDS - Rate Covenant" herein. The City The City of Burlingame is located on the San Francisco Peninsula approximately l0 miles south of San Francisco and has a population of approximately 29,890. See 'APPENDIX C - CITY OF BURLINGAME DEMOGRAPIIIC AllD FINANCIAL INFORMATION" herein. Descriptio[ of the Bonds The Bonds will be issued as fully-registered current interest bonds without coupons in denominations of $5,000 principal amount each, or any integral multiple thereof, and will be registered initially in the name ofCede & 2 of the System Net Revenues (as defmed herein) of the Water System (as defined herein) and the Installrnent Payments under the Wastewater lnstallment Sale Agreement are payable solely from, and secured by a pledge of, the System Net Revenues ofthe Wastewater System (as dehaed herein). The pledge ofthe System Net Revenues under each Installment Sale Agreement secures only the obligation to pay bstallment Payments and other obligatioos under that particular Installment Sale Agreement. The City is not oblieated to use Svstem Net Revenues from one Svstem to make uo for a deficiency in the Installment Pavments in connection with the other Svstem. Existing and Additional Parity Obligations The 2016 Water Installment Payments are on a parity with payments under the 20ll kNtallorent Sale Agreement (Water System) and the 2013 Water Installment Sale Agreement (Water System) in the original principal amount of $3,790,000 and $9,475,000, respectively. The 2016 Wastewater lnstallment Payments are on a pariry with payments under the 20t I Installment Sale Agreement (Wastewater) and the 2013 Installment Sale Agreement (Wastewater) in the original principal amount of $2,145,000 and $4,785,000, respectively. The 201I Installment Payments secure the Authority's Water and Wastewater Revenue Bonds, Series 2011, issued in the aggregate principal amount of $5,935,000. The 2013 Installment Payrnents secure the Authority's Water and Wastewater Revenue Bonds, Series 2013, issued in the aggregate principal amount of $14,260,000. [The 2016 Wastewater Installment Payments are also on a parity with payments with respect to loans in the original principal amount of $11.03 million and $5.6 million, respectively, from the State Water Resouces Control Board.] In addition, each Installment Sale Agreement provides that under certain circumstances the City may at any time enter into obligations secured by a lien and charge upon the System Net Revenues equal to and on a parity lien and charge with the [nstallment Pa)rnents. See "SECURITY AND SOURCES OF PAYIUENT FOR TIIE BONDS -Additional Prrity Obligations", 'THE IVATER SYSTEM - Eisting Long-Term Obligations; "Existing and Additional Parity Obligations" and "THE WASTE1VATER SYSTEM - Existing Long-Term Obligations; Existing and Additional Parity Obligations" herein. Co., as nominee of The Depository Trust Company, New York, New York C'DTC). DTC will act as securities depository for the Bonds. See "APPENDIX F - BOOK-ENTRY ONLY SYSTEM" herein. lnterest on the Bonds is payable semiaDnually each April I and October l, commencing October 1,2016. Principal of the Bonds is payable on April I in each year due, as set fonh on the inside cover page hereof. The Bonds maturing on and after April I , _, may be redeemed prior to manrrity at the option of the City beginning on April l, _. See "TEE BONDS - Redemption" herein. Tax i\Iatters In the opinion of Onick, Herrington & Sutcliffe LLP, Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes uoder Section 103 of the Intemal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the Bonds is not a specifrc preference item for purposes of the federal individual or corporate altemative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current eamings ir calculating corporate altemative minimum taxable income. Bond Counsel expresses no opinion regarding any other ta,r consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See "MISCELLANEOUS - Tax Matterj' herein. Offering and Delivery of the Bonds The Bonds will be offered when, as and if issued by the Authority and received by the Underwriter, subject to approval as to thet validity by Bond Counsel. It is anticipated that the Bonds, in book-entry form, will be available for delivery tbrough DTC in New York, New York on or about , 2016. Continuing Disclosure The City has covenanted for the benefit of the holders and beneficial owners of the Bonds to annually provide certain financial information and operating data relating to the City (the "Amual Repon') and to provide notices of the occurrence of cenain enumerated events. See 'MISCELLAITIEOUS - Continuing Disclosure" and 'APPENDIX D - FORM OF CONTINUING DISCLOST RE CERTIFICATE" herein. Summaries Not Definitive Brief descriptions of the Bonds, the security and sources of payment for the Bonds, the Authority, the City, the Watff System and the Wastewater System, are included in this Offrcial Statement together with summaries of the Trust Agreement and the Installment Sale Agreements. Such descriptions do not purpon to be comprehensive or definitive. Capitalized terms used herein and not otherwise defrned shall have the meanings s€t forth in .APPENDIX A - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS,'' and if not therein, then in the TTuSt Agreement. All references herein to the Trust Agreement and the Installment Sale Agreements are qualified in their entiretv by reference to such documents, and references herein to the Bonds are qualified in their entircty by reference to the forms thereof, copies of all of which are available fo! insPection at the principal corporate tmst ofiice ofthe Trustee. Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. Copies of documents referred to herein and information conceming the Bonds are available from the Finance Director, City ofBurlingame, 501 Primrose Road, Burlingame, California 94010-3997 telePhone (650) 558- 7222. The City may impose a charge for copying, mailing and handling. 3 THE BONDS General The Bonds will be dated the date of delivery thereof and will be issued in fully registered form, without coupons, in the denominations of$5,000 or any integral multiple thereof. The Bonds will be initially registered in the name of "Cede & Co.," as nominee ofDTC, which has been appointed depository for the Bonds, and registered ownership may not thereafter be tatrsferred except as provided in the Trust Agreement. See "APPENDIX F - BOOK-ENTRY ONLY SYSTEM" herein. Principal of and premium, if any, on the Bonds will be paid by the Trustee at maturity or redemption to DTC, which in turn will remit such principal and premium, if any, to its participants for subsequent disbursement to beneficial owners of lhe Bonds as described herein. See 'APPENDIX F - BOOK-ENTRY ONLY SYSTEM' herein. lnterest on the Bonds will be payable semianaually on April I and October l, commencing October l, 2016, to DTC in the same manner as described in the preceding sentence. Interest on the Bonds shall be computed on the basis ofa 360-day year oftwelve 30-day months. Redemption' Optional Redemption. The Bonds maturirg on or before April l, _ are not subject to optional redemption prior to maturity. The Bonds maturing on or after April 1, _ are subject to optional redemption prior to maturity on or after April 1, _ at the option of the Authority, on any date in whole or in part and among such maturities as are designated by the Authority to the Trustee, from funds derived by the Authority from any source at a redemption price equal to 100% of the principal amount of the Bonds called for redemption plus accrued but utrpaid futerost to the redemption date. Procedure for and Notice ofRedemption. The Trustee will cause notice ofeach redemption to be given to the Owner of any Bonds designated for redemption at the address which appeas upon the registration bools ofthe Tmstee by mailing a copy of the redemption notice at least 30 but not more than 60 days prior to the redemption date. The failure ofany Owner to receive such notice or any defect in such notice will not affect the validity ofthe redemption of any Bonds. Selection of Bonds for Redemption. Whenever less than all the Bonds of any one mahrity are to be redeemed, the Trustee will select Bonds ofsuch marurity for redemption by lot. Cancellation o/ Notice. The Authority may, at its option, prior to the date frred for redemption in any notice of redemption rescind and cancel such notice of redemption by Written Request to the Trustee and the Trustee shall mail notice ofsuch cancellation to the recipients of the notice ofredemption being canceled. Ellect o/Notice of Redemption. Ifnotice of redemption has been duly given as aforesaid and money for the payment of the redemption price of the Bonds called for redemption is held by the Trustee, then on the redemption date designated in such notice Bonds so called for redemption shall become due and payable, and from and after the date so designated interest on such Bonds shall cease to accrue, and the Owners ofsuch Bonds shall have no rights in respect thereofexcept to receive payment of the redemption price thereof. 4 ' Preliminary, subject to change All Bonds redeemed pursuant to the provisions ofthe Trust Agreement shall be canceled by the Trustee and shall be destroyed with a certificate of destruction fumished to the Authority upon its request and shall not be reissued. SECLTRITY a\^D SOIJ'RCES OF PAIT{ENT FOR TIIE BONDS Sources of Payment The Bonds are limited obligations of the Authority payable solely from Revenues, consisting of separate Installment Paymens to be made by the City and from amounts on deposit in certain funds and accounts held under the Tmst Agreement. The Installmeot Payments securing the Bonds are special obligations of the City under the Water Installment Sale Agreement and the Wastewater Installment Sale Agreement. The principal amount of the Water Ifftallment Sale Agreement is S_ and the principal amount of the Wastewater Installment Sale Agreement is $_. Ptedge ofSystem Net Revenues The Installment Pa),ments under the Water Installm€nt Sale Agreement are secured by a pledge of the System Net Revenues of the Water System and the Installment Payments under the Wastewater Lnstallment Sale Agreement are secured by a pledge of the System Net Revenues of the Wastewater System. The pledge of the System Net Revenues under each Installment Sale Agleement secures only the obligation to pay Installment Pa),rnents aad other obligations under that paflicular lnstallment Sale Agreement.The Citv is not oblisated to use Svstem Net Revenues from one System to make uo for a deficiency in the Installment Pavments in c omection with the other SYstem. "System" means, individually or collectively, the Water System and/or the Wastervater System. "system Gross Revenues" means all gross income and revenue received by the City from the ownership and operation of the applicable System, determined in accordance with Generally Accepted Accounting Principles, including, without limiting the generality ofthe foregoing, (a) all income, rents, rates, fees, connection fees, charges or other moneys derived from the services, facilities and commodities sold, furnished or supplied through the facilities of the applicable System, O) the earnings on and income derived from the investment of such income, rents, rates, fees, charges or other moneys (including all investment earnings credited by the Trustee to the Revenue Fund), (c) the proceeds derived by the City directly or indtectly from the sale, lease or other disposition ofa part of the applicable System as permitted in the applicable Installnent Sale Agreement, and (d) any transfers from (but excluding transfen to) a rate stabilization fund for the applicable System; provided, however, that the term "System Gross Rivenues" shall not include customers' deposits or any other deposits subject to refund until such deposits have become the property ofthe City. "system Net Revenues" are defrned to mean, with respect to the applicable System, for any period of computation, th€ amount ofthe System Gross Revenues received from the applicable System during such period less the amount of Maintenance and Operation Costs ofthe applicable System becoming payable during such period. "Maintenance and Operation Costs" means the reasooable and necessary costs paid or incurred by the City for maintaining and operating the applicable System, determined in accordance with Generally Accepted Accounting Principles, including atl reasonable expenses ofmanagement and repair and other expenses necessary to maintain and preserve the applicable System in good repair and working order, and including all administrative costs of the City that are charged directly or apportioned to the operation of the applicable System, such as salaries and wages of employees, overhead, ta.res (if any) and insurance premiums, and including all other reasonable and o."ir.ury costs of the City or charges required to be paid by it to comply with the t€rms of the Installment Sale Agreement or of any resolution authorizing the issuance of any Parity Obligations, such as compensation, reimbursement and indemdfication of the trustee for any such Parity Obligations and fees and expenses of Independent Cenified Public Accountants and Independent Engineers, Insrrrance Consultanls and the Director of Finance, but excluding in all cases depreciation, replacement and obsolescence charges or reserves therefor, amortizatiot of intangibles and intergovemmental transfers by the City which are not reimbursements or pa).ments for overhead or other administrative expenses incurred by the City. .'Wastewater System" means properties and assets, real and personal, tangible and intangible, of the City, norv or hereafter existing, used or pertaining to the collection, treatment or disposal of sewage and waste, including 5 all additions, extensions, exp:rnsions, improvements, and bettements thereto and equipping thereof together wi& any other properties or assets hereafter determined by the City Council of the City to be part of the Wastewater System. "Water System" means properties and assets, real and personal, tangible and intangible, ofthe City, now or hereafter existirg, used or penaining to the purchase, generation, transmissior, distribution and sale of r ater, including all additions, extensioos, expansions, improvements, and betterments thereto and equipping thereof together with any other properties or a:isets hereafter determined by the City Council of the City to be pan of the Water System. Rate Covenant The City covenants in each Installment Sale Agreem€nt, to lx prescribe and collect rates and charges such that System Net Revenues will be equal to at least 120% ofthe Installment Payments and Debt Service on any Parity Obligations during each Fiscal Year and such that System Net R€venues (excluding connection fees and money transferted Aom any rate stabilization fund, should one be established) will be equal to at least 100% of the Installment Pa),rnents and Debt Service on other Parity Obligations during each Fiscal Year. Rate Stabilization Funds The City may create undel each Installment Sale Agreement a rate stabilization firnd with respect to the applicable System. Traosfers from the applicable rate stabilization fund shall be treated as System Gross Revenues. The balance in the rate stabilization fund with respect to the Water System is $_ and the balance in the rate stabilization fund with respect to the Wastewat€r System is $_. Additional Parity Obligations Each Installment Sale Agreement provides that the City may at any time enter into obligations secured by a lien and charge upoD the System Net Revenues equal to and on a parity lien and charge with the Installnent Payments, provided: (a) Either - (l) as evidenced by a Cenificate of the City, duriag any twelve (12) consecutive calendar months out of the immediately preceding eighteen (18) calendar month period, the System Net Revenues were at least equal lo one hutrdred twenty percent (120%) ofthe Ma,rimum Annual Debt Service for all Outstanding 2016 Installment Payments and all Outstanding Parity Obligations plus the Parity Obligations proposed to be executed; or (2) as evidenced by a Certificate ofthe City, the projected System Net Revenues during the fiIst Fiscat Year in which Debt Service on the Parity Obligation is payable (other than from proceeds thereof), is at least equal to one hundred twenty percent (120%) ofthe Maximum Arurual Debt Service for all Oustanding 2016 Irxtallment Payments and atl Outstanding Parity Obligations plus the Parity Obligations proposed to be executed; (b)The proceeds ofsuch Parity Obligations proposed to be executed shall be used solely to frnance or refinance (including reimbursement to the City of amounts advanced for such costs) one or more additions, betterments or improvements to the System as designated by the City and to pay any incidental costs and expenses related thereto including the costs of issuance, execution or delivery of such proposed Parity Obligations; There shall have been delivered to the City an Opinion of Counsel substantialty to the effect that(l) the City has the right and power under applicable law ro execute and deliver the parity Obligation, and the Pa ty Obligation has been duly and la*trlly executed and delivered by the City, is in full force and effect and is a valid and binding special obtigation of the City, and (2) 6 (c) such Parity Obligations has been duly and validly authorized and issued in accordance Installment Sale Agreement; (d) (e) The City is not in default under the Installment Sale Agreements. Notwithstanding the foregoing provisions, neither clause (a) nor clause (b) above shall limit the ability of the City to execute any Parity Obligation at any time to refund any Outstanding Parity Obligation if the annual Debt Service for each Fiscal Year during which such Parity Obligation is Outstanding will not be increased by reason of the issuance ofsuch Parity Obligation. Florv of Funds The City covenants in each Installment Sale Agreement that the respective Gross System Revenues, when and as received, will be held by the City in trust and will be deposited in the City's Water Fund or Sewer Fund, as the case may be, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the City. Gross System Revenues shall be applied and transferred, as follows: ( I ) Maintenance and Operation Costs. The City shall frnt pay from the moneys in the Water Fund or Sewer Fund, as the case may be, the respective budg€ted Maintenance and Operation Costs (including amounts reasonably required to be set aside in contingency reserves) as such expenses become due and payable. (2)Debt S Fund. On or prior to the founh BusinEss Day prior to each lnterest Payment Date, the City shall transfer the respectiv€ Installment Payments to the Trustee for deposit ir the Revenue Fund in an amount equal to the aggregate amount of interest and principal (including any sinking fund installments) due and payable on all Oustanding Bonds on the next succeeding Interest Paymeut Date. The City shatl also pay to the party entitled thereto or traNfer or cause to be transferred to any applicable debt service or other payment fund or account for any Parity Obligations, without preference or priority bet\ een transfers described in this sentence and the preceding sentence, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, on the dates specified in the proceedings relating to such Parity Obligations, the sum or sums required to Le paid or deposited in such debt service or other palurent fund or account with respect to principal, Premium, if any, ard interest on Parity Obligations in accordance with the terms of such Parity Obligations. (3)Paritv obli sation Reserve Acc ount DeDosits. The Ci ty shall also, from such remaining moneys in the System Revenue Fund, transfer or cause to be transferred to any applicable reserve fund or account for any Parity Obligations for which a separate reserve has been funded, and in the event of any insufticiency of such moneys ratably without any discrimination or preference, the sum or sums, ifany, equal to the amount requted to be deposited therein in accordance with the terms ofsuch Parity Obligations. (4) SgEIE. After the foregoing transfers are made, any moneys remaining in the Water Fund or the Sewer Fund may be treated as surplus and applied for any latfirl purpose. No Debt Service Reserve Fund The Bonds are not secured by a debt service reserve fund Limited Obligations The Bonds shall not constitute a debt or liability of the City, State of Califomia or of any political subdivision thereof (including any member of the Authority)- The Authority shall be obligated to pay the principal of the Bonds, and the interest thereon, only from the Revenues described above, and neither the faith and credit nor the taxing power of the State of Califomia or of any political subdivision thereof (including any member of the Authority) is pledged to the payment of the principal of or the interest on the Bonds. The issuance of the Bonds ,7 Ifrequired by the terms ofsuch Parity Obligation, a separate reserve has been established for such Parity Obligation and provision has been made to fund such reserve; and shall not dircctly, indtectly or contingently obligate the State of California or any political subdivision thereof (including any member of the Authority) to levy or pledge any form of taxation. The Authority has no taring power. ESTINIATED SOURCES AND USES OF FUNDS The €stimated sources and uses of funds with respect to the Bonds are as follows: Sources of Funds Principal Amount of Bonds Net Original Issue Premium Total Sources s' Uses of Funds Escrow Fund Costs oflssuancell) Underwriter's Discount Total Uses (') krcludes legal fees, coDsuhing fe€s, Tnrstee's fees, priotitrg ca6ts, ratiDg ageocy fe€s and other miscellaneous cxpens€s. DEBT SERYICE Set forth below are the anaual principal, intercst atrd total debt service requtements for the Botrds, assuming no redemptions: CITY OF BURLINGAME Annual Debt Service & Installment Payments S $ S Principal Interest Total lVrter Installment Peyments lnstallment Pi,m€nts 8 ' Preliminary, subject to change. Fiscrl Year (Jun€ 30) Total Instsllment Payments RXFUNDIIiG PLfu\ The Authority will apply a portion of the proceeds of the Bonds to refund the Authority's Water and Wastewater Revenue Bonds, Series 200? (the "Refirnded Bonds"). Upon the issuance and delivery ofthe Bonds, a portion of the proceeds thereof will be used to purchase certain federal securities, which together with other initial cash deposits, wilt be deposited into a irrevocable escrow account (the "Escrow Account') held by the trustee of the Refunded Bonds as escrow agent (the "Escrow Agent") pursuant to an escrow agreement, dated as ofJune l, 2016, by a11d between the Authority and the Escrow Agent (the "Escrow Agreement"). The Escrow Agreement will requte that the Escrow Agent apply the receipts of the federal securities and cash held in escrow to pay the debt service requtements of the Refunded Bonds on October 1, 2016 and lo pay the debt service requtements of the Refunded Bonds on April l, 2017 as well as the redemption price on April 1, 2017 of the Refunded Bonds manring on April l, 2018 and thereafter. The amounts held by the Escrow Agent under the Escrow Agteement are pledged solely to the palment of the Refunded Boflds and are not available for payment of the Bonds. THE SYSTEMS Governance and Management The City Manager, who is appointed by the City Council, supervises departments within the City, including the public Works Department, which is responsible for the operations of the Water System and the Wastewater System. The City Council approves the Water System's and the Wastewater System's budgeG, sets rates and charges and approves execution of certain contacts. The City's Finance DePartment is responsible for customer service and billing. THE WATER SYSTENI SerYice Area The water system serves an approximately seven square mile area comprising the city and an unincorporated area known as Burlingame Hitls. AsofJune30,2015, the City had 9,208 connections. For fiscal Rate Setting and Billing The City Council sets \rater and sewer rates for the respective Systems. Water and sewer rates are reviewed armually following preparation of the proposed budget In the past, rate changes have been enacted by the City Council based on recommendations from City staff. See also '?JSK FACTORS -Right to Vote on Taxes Act." The City collecs utility charges by means of a singte bi-montbly water and sewer bill to each cNtomer listing charges for each service provided. Bills become delinquent 30 days after billing and are enforceable by discontinuation of water service. Signilicant Accounting Policies The Wafer System and the Wastewater System are accounted for as enterprise funds. Enterprise funds are used to account for operations (i) that are financed and operated in a mamer similar to priYate business enterprises (where the intent of the goveming body is that the costs (expenses, including depreciation) of providing goods or iervices to the general public on a continuing basis be fnanced or recovered primarily through user charges) or (ii) where the goveming body has decided that periodic determination of revenues eamed, expenses incuned and/or net income is appropriate for capital maintenance, public policy, management control, accountability or other purposes. The City uses the accrual basis of accounting with respect to the enterprise funds. Revenues are recognized when eamecl, and expenses are recognized when incuned. Water S)stem and Wastewater System revenues are used to pay operating costs, bond debt sewice, capital expenditures, and reserve accumulations. See also *MISCELLANEOUS - Financial Statements" herein. 9 year 2014-15, billings to single family and multi-family residential customers comprised approximately 82.3% of total billings for the Water System. Commercial users consist primarily ofretail stores and service businesses. The City also has a number of major hotelymotels which are adjacent to and serv€ travelers utilizing the San Francisco lntematioml Atport. Industrial users tend to be light manufachlring. The table below shows the number of connections by user category for the previous 5 years. See 'TEE WASTEWATER SYSTEM - Service Area" for information on Water System corurections by land use within the City and Burlingame Hills. Table 1 CITY OF BIJRIINGAME Number of Connections By User (As of June 30) Use Category 20t I 2012 20r3 20t4 2015 Single Family Residential Multi-Family Residential Commercial/Industrial HotelsMotels lnstitutional lrrigatior/Other 6,830 738 826 25 90 626 6,838 't3't 826 25 166 563 6,839 '138 856 25 80 643 6,835 739 855 25 8l 65r 6,837 739 857 25 80 670 Total 9,135 9,155 9,t81 9,186 9,208 Source: City of Burlingame Water Supply The City purchases all of its water from the City and County of San Francisco ("San Francisco"), which operates a water enterprise (the "San Francisco Water Enterprise'). The City also has emergency water supply co tectiotrs to California Water Service Company, which serves the City of San Mateo, and connections to the systems of Hillsborough and Millbrae. The San Francisco Water Enterprise delivers water to retail customers in San Francisco and to wholesale customers, serving a total population of approximately 2.6 million people in the Bay Area. The City is one of twenty-six wholesaler purchasers (the "Suburban Purchasen") from San Francisco puniuant to a Water Supply Agreement (the "Master Contract"), effective July l, 2009. Each Suburban Purchaser also has an individual contract with San Francisco which defines, among other things, the terms and conditions by which water is supplied to each Suburban Purchaser. The term of service under both the individual contract and the Master Contract may be extended by mutual consent. Under the Master Conuact, suburban rates are set so as to produce the amount needed to supply the suburbs with water during each fiscal year. The suburban revenue requirement is calculated on the 'htility basis", with the Suburban Purchasers paying for their respective shares of operation and maintenance costs, administrative costs, taxes, depreciation, and a rate ofretum on capital assets (including both a renrrn on equity and a cost ofdebD. The Master Contact specifies that the Suburban Purchasers' share ofassured water supply is 184 million gallons per day ("mgd") (subject lo reduction under certain circumstances), of which the City's share is 5.23 mgd. The City anticipates that it will continue to purchase water from the San Francisco Water Enterprise and that its share of the assured supply will be sumcient to meet its needs for the foreseeable future. Purchases by the City in recent years coDstituted approximately 3% of the San Francisco Wat€r Enterprise's water sales to Suburban Purchasers and the City has been one of 14 Suburban Purchasers who derived 100% of their potable water from the San Fmncisco Water Ent€rprise. The San Francisco Water Enterprise's principal storage reservot is the Hetch Hetchy Reservoir in the Sierra Nevada, approximately 150 miles from San Francisco, constructed after Congress passed the Raker Act itr l9l3 and enabted San Francisco to dam the Tuolumne River in Yosemite National Park. The San Francisco Water l0 Enterprise also maintains five storage reservoirs in the Bay Area. Three of these resewoirs, the Crysral Springs Resewoir, the Pilarcitos Reservoir and the San Andreas Reservot, are located ir San Mateo Cou:tty, adjacent to or near the City. Water is brought from the Hetch Hetchy Reservot thrcugh a series of pipelines and tunnels. This water accounts for approximately 79o/o of the water delivered by the San Francisco Water Enterprise. Water distribution itr the Bay Area is accomplished through four major pipelines, two of which cross San Francisco Bay and two of which extend around the southem end of San Francisco Bay. These four pipelines join at the southern end of Crystal Springs Reservoir. Hetch Hetchy Reservoir water supply does not currently require filtration and is one of several large unfiltered municipal u/ater supplies in the natiotr. It has historically met United States Envtonmental Protection Agency ("USEPA") and State ofCalifomia Department ofHealth Services ('DHS") standards for water quality. All water derived from sources other than Hetch Hetchy is treated at one of two Eeatment plants operated by the San Francisco Water Enterprise, one in the East Bay and one located on the San Francisco Peninsula. Many components of the San Francisco Water Enterprise, portions of which were built in the late 1800's and early 1900's, are in need of replacement and upgrading to address system deterioration and seismic concems. San Francisco has identified capital improvement projects with an estimated cost of approximately $4.6 billion to help ensure that San Francisco and the Bay Area continue to receive water even after seismic events, have sufficient waier in storage to help in times of drought and have high quality drinking water that meets all regulatory requiremenis. Ofthis amount, about $3 billion will be the Suburban Purchasers' share ofthe regional inftasEucture. The $4.6 billion Water System Improvement Program (the "WSIP") reached the peak of construction in 2012 with 18 projects valued at $2.6 billion in construction and all major projects launched. Currently, more than two-thirds of the 8l WSIP projects have completed construction between Califomia's Central Valley and San Francisco along the landmark Hetch Hetchy Regional Water System delivering water to more than 2.6 million people in the Bay Area. In 2002 the California Legislature approved several bills to assist in addressing the capital needs of the Hetch Hetchy system. AB 1823 imposed a number of requtements on the San Francisco Public Utilities Commission (the SFPUC-), which operated the San Francisco Water Enterprise, including that it adopt a capital improvement program and file various reports with the State. SB 1870 created the San Francisco Bay Area Regional Watir System Financing Authority, which can issue revenue bonds to improve the reliability of the regional water system, subject to various conditions including entering into a contact with San Francisco. AB 2058 atihorized formation of the Bay Area water Supply and Conservation Agency ("BAWSCA"), which has subsequently been formed by the Suburban Purchasers, and which also has the ability to raise such funds. BAWSCA ;dditionally has authority to acquie and construct water facilities and to implement water recycling and conservation programs. The City is a member of both agencies. The two agencies share a single staff and have generally overlapping boards of directors comprised of representatives ofthe Suburban Purchasers. It is not known what role, if any, either of the agencies will have in financing the necessary improvements to the water delivery system. The City has authorized BAWSCA to negotiate on its behalf. The City anticipates significant increases in the cost of water as a result of such capital needs. While the exact amount and timing of such increases cannot be accurately predicted, San Francisco had Projected that wholesale rates would increase from $2.93 per 748-gallon billing unit in frscal year 2014115 to $4.76 per billing unit in fiscal year 2019/20, assuming continuation of the billing methodology contained in the Master Contract. The methodotogy included payment of capital debt that is owed to the San Francisco Water Enterprise by the Suburban purchasers. The Master Contract provides that the Suburban Purchasers, acting through BAWSCA, may prepay the capital debt. Suburban Purchasers elected to have BAWSCA issue bonds at a lower rate to prepay the capital debt. The prepayment witl result in a total wholesale rate which is comprised ofa lowe. wholesale rate charged by the San Francisio Vy'ater Enterprise due to capitat debt prepayment plus a surcharge paid to BAWSCA. As discussed above, 100% of City's water supply is imported from SFPUC. SFPUC faces various chaltenges in the continued supply of imported water to the City. A description of these challenges as well as a variety-of other operating info;ation with respect to SFPUC is included in certain disclosure documents prepared by SFpUC. SFPUC has certain publicty available documents and has entered into certain continuing disclosure "!r""*.ns pursuant to which SFPUC is contractually obligated for the benefit of owners of certain of its oitaturdirg obligations to file certain annual reports, notices of certain enumerated events as deltned under Rule l5c2-12;f the Securities Exchange Act of 1934, as amended ("Rule l5c2-12"), and annual audited financial II SFPUC IIAS NOT REVIEIVED THIS OFFICIAL STATEMENT AIID HAS NOT MADE R-EPRXSENTATIONS OR WARRAI\TIES WITH RESPECT TO TEE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED OR INCORPORATED HEREIN, INCLT'DING INFORMATION WITII REGARD TO SFPUC. SFPUC IS NOT CONTRACTUALLY OBLIGATED, AND HAS NOT UNDERTAKEN, TO T'PDATE SUCE INFORMATION FOR THE BENEFIT OF THE CITY OR THE OWNERS OF THE BONDS UNDER RULE l5c2-12. Distribution and Storage Facilities The City's distribution and storage facilities include 105 miles oftransmission and distribution pipeline; six pump stations and seven storage tanks at five sites which proyide approximately 1.4 million galtons tbrough 9160 connections including the Burlingame Hills to a population of approximately 31,100 residents. The City does not maintain a water teatment plant; however, it does monitor water quality. Much of the City's distribution system ranges from 70-90 years old and is in need of replacement. See "THE IYATER SYSTEM - Capital Improvement Program Summary" herein. Water Supply Reliability and Drought Platr ng The SFPUC water supply system reliability is expressed in terms of its ability to detiver water during droughts. Reliability is defined by the amount and frequency of water delivery reductions required to bala.nce customer demands with available supplies in droughts. The total amount of u/ater the SFPUC bas available to deliver to its retail and wholesale customen during a defrned period of time is dependent on several factors that include the amount ofwater that is available to SFPUC from natural runofi the amount ofwater in reservoir storage, and the amount of water that must be released from the SFPUC's system for commitments to purposes other than customer deliveries (such as releases below Hetch Hetchy reservoir to meet Raker Act and fishery purposes). The SFPUC operates its system to optimize the reliability and quality of its water deliverics. Hetch Hetchy Reservot operations are guided by two principal objectives: collection of Tuolumne River water runoff for diversion to the Bay Area; and futfillment of the SFPUC's downstream release obligations. To ensure water supply, Hetch Hetchy Project reservoirs remain high through the early winter, untit sufficient snowmelt runoff is forecasted at 90olo certainty to fill all Tuolumne reservoirs. When the forecasted snowmelt is certain to be in excess ofthe fill volume, the reservoirs may be drawn down through power operations to increase revenue without risking water supply. Similarly, the San Francisco Water Enterprise reservoirs are operated to conserve watershed runoff. As such, reservoirs are drawr down eady in the winter period to capture storms and reduce the potential for spilling water out of the reservots. In the spring, Hetch Hetchy water (snowmelt) is often transferred to three of the Bay Area reservoirs that are capable of receiving the water so that any unused local reservoir storage is filled prior to July 1. Prior to 1976, droughts had not seriously affected the ability of the SFPUC to sustain full deliveries to its customers. During the 1976-77 drought, customers' voluntarily reductions decreased gross per capita water use from 160 to 130 gallons per capita per day. During a subsequent drought ir 1987-92, as reservoir storage continued to decline it became apparent that continued full deliveries could not be sustained without the risk of ruming out of water before the drought ended. As a result of these experiences, to provide some level of assurance ihat water could be delivered continuously throughout a drought (although at reduced levels), the SFPUC adopted a drought planning sequence, incorporating an 8.5 year drought scenario for planning purposes, and associated operating procedures that trigger different levels of rvater delivery reductioo rationing relative to the yolume of water actually stored in SFPUC rcservoirs. Each year, during the snowmelt period, the SFPUC evaluates the amount oftotal water statements (the "SFPUC Information") with the Municipal Securities Rulemaking Board Electronic Municipal Market Access system at http://emma.msrb.org. The SFPUC Infonnation is not ircorporated herein by reference thereto, and the City makes no representation as to the accuracy or completeness ofsuch information. SFPUC HAS NOT ENTERED INTO ANY CONTRACTUAL COMMITMENT WITH THE CITY, THE AUTHORITY, THE TRUSTEE OR THE OWNERS OF THE BONDS TO PROVIDE SFPUC INFORMATION TO THE CITY OR THE OWNERS OF THE BONDS. t2 storage expected to occur tfuoughout the San Francisco Water Enterprise. If this evaluation finds the projected total water storage to be less than an identified level sufficient to provide sustained deliveries during the drought scenario, the SFPUC may impose delivery reductions or radoning. Rationing. At current contractual obligations to deliver 184 mgd to the SFPUC's wholesale customers and 81 mgd to its retail customers combined with current water supplies and reservot storages, the San Francisco Water Enterprise can be expected to experience lp lo a 25yo shortage from l5o/o to 20yo of the time, over multiple-year drought sequences. During a drought, retail and wholesale customers could experience a reduction in the amount of water received from the San Francisco Water Enterprise. The amount of the reduction would be dictated by existing conuactual agreements between the SFPUC and the wholesale customers, as detailed in the existing Water Shortage Allocation Plan ('WSAP"). The WSAP provides specific allocations of available water between the retail and wholesale customers collectively associated with different levels of systemwide shonage. Under the WSAP, specific rationing amounts applied lo the retail and wholesale customers will be determined by their subsequent shortage plans as required to remain with their share ofthe systemwide allocation. The WSAP has been caried forward in the Master Contract for slstemwide shonages ofup to 20Yo. Fot shortages in excess of this amount, the Master Contract provides that th€ SFPUC may allocate water in its discreiion, subject to legal challenge by wholesale customers, if agreement cannot be reached regarding teatment of shortages in excess of20%. The Master Contract also includes provisions for drought and emergency pricing. System Detivery Capabilig. System delivery capability is defined as the water delivery the San Francisco Water Enterprise is able to sustain over historical hydrologic conditions including multiple-year drought sequences. Under existirg SFPUC operations policies and procedwes, the SFPUC has a system delivery capability of 258 mgd. That is, the Sin Francisco Water Enterprise is capable of sustaining a 258 mgd annual average delivery over a hy&ologic period equivalenr to that eiperienced aom l92l to 2002 with shortages due to drought- Afier "ornpt"tioo of the W-SIP and development of dry-year suppties, the system delivery caPability is anticipated to irr"rea"" to 262 mgd. During non-&ought years, the San Francisco Water Enterprise is capable of sustaimbly delivering 265 mgd. Curr€nt California Drought The State of Califomia is in a fourth year of drought, and all water systems across the state have been impacted. SFPUC has been heavily impacted by the consecutive dry years' In an April l, 2015 Executive Order, Gov. Brown mandated a 25 percent water use reduction by users of urban water sujples across Califomia. In May 2015, the State Water Resources Control Board adopted an emergency regulation requiring an immediate 25 percent reduction in overall potable urban water use- The regulition useJa slicling scale for setting conservation standards, so that communities that have already reduced their ga'llon, per "upita per Jay tbrough pasiconservation will have lower mandates thatr those that have not made such gains since the last major drought. On Feb. 2, 2016, based on Gov. Brown's November 2015 Executive Order, the State Water Resources Control Board approved an updated and extended emergency regulation that will continue mandatory reductions ttll.ough Octobeii0l6. On January 31, 2014, the SFPUC issued a press release asking all customeB of its Hetch Hetcn;y Regional Water System, including its residential, commercial, indusrial and municipal retail customers, as well ai the wholesale water customen, to voluntarily cutail water consumption by at least 10% If the drought continues to persist, the SFPUC has the ability to issue shortage allocation reductions in use, both on a voluntary and mandatory basis. Due to its size and high elevation, the Hetch Hetchy Watershed has certain source of supply advantages during clry years. The average-elevation of the upcountry Hetch Hetchy Watershed is approximately 8,000 feet, "or"ing uppro*l.ately 37Oi0O0 acres. Higher elivations are typically cooler, which allorvs for slower snowmelt -d 1"r.""*porution. \iith these factors, thi Hetch Hetchy Watershed, the SFPUC's primary source of water, which provides 857o of all water clelivered by the SFPUC, may, depending on weather conditions, fare better than other balifomia watersheds located at lower elevations, or those water agencies dependent upoo the Bay-Delta oI State Water Project sources, neither ofwhich the SFPUC relies upon for water' l3 In addition to its Hetch Hetchy Watershed, the SFPUC has approximately 60,000 acres of watersheds in the San Francisco Bay Area which store and collect water in hve local reservoirs. This diversification of water supply allows for local, Bay Area rain capture, as well as the aforementioned upcouotry raiq snow and snowmelt capture. A combination of Water Bank drawdowns from the New Don Pedro Reservot, managing storage and reduced customer demand has contributed towards the SFPUC effectively managing Water Year 2014 (a Water Year is the period ofOctober I ofthe prior year through September 30 ofthe year in question). Tolal Water System storage levels would nomrally be at approximately 75% ofTotal Water System storage capacity as of the end of December. The level as of February 22,2015 was approximately 57olo of total water system storage capaciry. As ofNovember l, 2015 the total water in storage for the SFPUC's regional water system was only 46.6% ofcapacity. The SFPUC has two major drought relief capital projects underway: The applicable drinking water standards for the Water System are contained in the California Domestic Water Quality and Monitoring Regulations, Title 22 of the California Administrative Code. These regulations incorporate the requirements of the United States Environmental Protection Agency in conformance with the Safe Drinking Water Act (PL 93-523). The standards speciry water quality sampling frequencies and locations as well as maximum concentmtions ofchemical comtituents. They are continuously being revised and amended. The Water System is operated under a permit issued by the California Department of Health Services. The State regulations contain requirements for both primary and secondary drinking water standards. The primary standards pe(ain to those contaminants which, if exceeding the marimum contaminant levels, would present a risk to the health of humans when coutinually used for drinking or culinary purposes. The secondary standards pertain to contaminants which, if in excess of the maximum contaminant levels, may be objectionable to an appreciable number ofpeople, but are generally not hazardous to health. Public water supply systems in the State, such as the San Francisco Water Enterprise, are primarily regulated by the Catifornia State Water Resources Control Board C'SWRCB) Divisioq of Drinking Water and Environmental Management ("DDWEM"), formerly under the California Department of Public Health, and, in some limited instances, by the EPA and Califomia Regional Water Quality Conrrol Boards ("RWQCBs"). Boy-Delta lYater Quolity Standards The San Francisco Walet Enterprise obtains the majority of is water supply from the Hetch Hetchy Reservoir, located on the main branch of the Tuolumne River, which is an upstream tributary to the San Joaquin fuver and the San Francisco Bay/Sacramento-San Joaquin Delta Estuary (the 'tsay-Delta"). In 1995, the SWRCB, which oversees the allocation of water for consumptive and envtonmental needs, adopted a Water Quality Control Plan (the "Plan") for the Bay-Delta pusuant to State and federal obligations to protect water quality in the Bay- Delta ecosystem. The Plan called for certain flow objectives on the San Joaquin River where it enters the Delta and certain Delta outflows. Because San Francisco is an upstream tributary water right holder, the SWRCB notified 500 parties, including San Francisco, in 1997 that they may be required to implement the Plan by providing water to the Bay-D€lta ecosystem. In 2000, the SWRCB issued an order implementing the Plan. The order requires the United States Bureau of Reclamation and the California Depanment of Water Resources to provide flows and restrict expon pumping to implement the San Joaquin River portion of the Plan until the SWRCB otherwise assigns responsibility to provide l4 . Lower Cherry Aqueduct Emergency Rehabilitation Project . San Antonio Pump Station and Sunol Valley Water Treatment Plant Emergency Drought Reliability Improvements Tbrough these projects, the SFPUC a icipates the ability to access and reliably filter [:ke Eleanor and Cherry Iake water supplies for delivery to its water customers during extended drought periods, or when there is i$ufficient storage in other facilities in the San Francisco Water Enterprise to meet customer demands. Regulatory Issues flow. The order does not in any way condition San Francisco's rights to divert water from the Tuolumne River, nor does it require San Francisco to release water to implement the Plan. In 2006, the SWRCB amended the Plan (tbe "2006 Plan") aod identified San Joaquin River flows as an issue of emerging concern because various fish species in the Delta and San Joaquin River basin had not shown significant signs of recovery under the 1995 Plan. In 2008, in light ofcontinued decline in anadromous and pelagic (open water) fish species, the SWRCB adopted a Strategic Workplan for Activities in the San Francisco Bay/Sacramento-San Joaquin Delta Estuary. The Strategic Workplan calls for review and implementation of the Plan's San Joaquin River flow objectives. In February 2009, the SWRCB noticed its intent to review and update water quality objectives of the 2006 Plan and the program of implementation, which could result in changes to water rights and watff quality regulation consistent with the program of implementation. In a letter dated December 19, 201l, the SWRCB stated it would complete its review ofthe 2006 Plan's San Joaquin River flow objectives by September 2012. In 2012, the SWRCB issued a supplemental environmental document ("SED") in support ofamendments to the 2006 Plan, that examined several altemative San Joaquin River flow objectives and irnplementation strategies. The SED was the subject of extensive public comment, and the SWRCB stated it would revise the SED and reissue it for public comment in Spring 20t5. The analysis considered the environmental impacts of changes to the Lower San Joaquin River flows to support and maintain the natural production of viable native San Joaquin fuver watershed fish populations migating through the Bay-Delta. The range of flows analyzed included springtime releases totaling ftom 20o/o to 60% of natural unimpaired flows (i.e. flow without dams in place) on the Stanislaus. Tuolunme and Merced Rivers, with a preferred altemative of 35% ofunimpaired flows. Should the SWRCB decide to implement this proposal, any necessary changes to upstream water rights would be considered in a separate pro""idiog. If that occurs, the SWRCB may require the SFPUC to release water from its system, and, depending upon the quantity, there could be an increase in the degree ofrationing requked by San Francisco's water customers during times of extended drought. Endangered Species Various aquatic species (including native fishes) present in the Tuolumne River and Bay Area streams (e.g., Alameda, San Mateo and Pilarcitos Creeks) are either listed or candidates for listing under the State or federal endangered species acts. New listings and future enforcement actions under the acts, or conditions placed in permits to undertake tonstruction for certain WSIP projecs, coutd potentially directly affect water supplies available to the San Francisco Water Enterprise. The SFPUC is working with the responsible State and federal agencies to obtain permis under the acrs, which would avoid regulatory uncenainty and ensure water suPply reliability for the San Francisco Water Enterprise. In addition, future enforcement actions involving the Bay-Delta or Bay-Delta tributaries could further affect the availability of supplies to the State Water Project and the Cental Valley Project, reducing SFPUC customers' altemate water supplies and increasing their need for additional San Francisco Water Enterprise deliveries. on August 18, 2014, the center for Environmental science, Accuracy, & Reliability ("GESAR") and Jean Sagouspe, a meirber ofCESAR and an owner of farmland in Califomia's Central Valley that receives its water from ttJCVi (ttte *ptaintiffs"), filed a complaint against the National Park Service ("NPS") and named federal officials (collectively the "Federal Defendans") in Federal District Court in the District ofColumbia. The Complaint alleges ihat NPS annuatly approves instream flow releases from the "Hetch-Hetchy Project," and further alleges that the Federal Defendants liive failecl to comply with the Endangered Species Act ("ESA ') and NEPA in corurection with such alleged annual approvals. San Francisco requested to intervene in the case and, along with the Federal Defendants, has requesied to transfer venue to the Eastern District of Califomia. The DC District court granted the motion to transfer venue, and San Francisco's motion to intervene was granted by the Eastern District. The Federal Defendants view the Plaintiffs' claims as frivolous and without merit. Nevertheless, as the Plaintiffs request that the Cout enjoin the certain diversions from the Tuolumne River and enjoin operation of the 'Hetch Hetchy Project" until the Federal Defendants comply with the ESA and NEPA in connection with the alleged aruual approvals, were such injunctive relief to be granted, in whole or in part, tho regional water supply would necessarily be significantly reduced- l5 Increqsed Local Resemoir l{ater Releases lor Fbhery Flows In order to comply with permit requirements in connection with dam and reservoir improvements to be carried out as part of the WSIP, the SFPUC has implemented schedules of hstream flow releases Aom Crystal Springs Reservoir into San Mateo Creek, and from Calaveras Reservoir into Alameda and Calaveras Creeks, to enhance habitat for native fish. The SFPUC implemented the flow schedule for San Mateo Creek in 2015, and anticipates that the flow schedules for Alameda and Calaveras Creeks would be implemented in approximately 2018 (in each case after the related dam improvement projects are completed). The SFPUC has estimated that implementation of these proposed water releases could result in a potential average annual decrease in available water supply captured from the local watersheds of approximately 7.4 mgd from what was assumed under the adopted WSIP. Capital Improvement Program Summrry In the early 2000's, the City significantly expanded its capital improvement prograr! primarily to increase the rate of replacement of aging water mains. Since then, the City has made $38 million of improvements to the Wat€r System, including seismic repairs to a reservoir, a new pump station and transmission line, 22 miles of new water lines and 1200 replacements/upgrades to existing connections. The City's Five Year Capital Improvement Ptar (tkough fiscal year 2020121) for the Water System adopted n 2015116, which totals approximately $88 million, is summarized in the table below. The City plans to fund the capital improvement though Water System revenues. Additional rate increases are expected to be necessary to fully fund the Five Year Capital Improvement Plan needs. See also "Debt Service Coverage" herein. Table 2 CIryOFBURLINGAME WATER SYSTEM 5 Year Capital Improvement Plan Summary (In Thousands of Dollars) 2015fi6 2016n1 20t7/L8 2018/19 2020t2021 Total Planning and Studies Storage Traosmission Pipelines Pipeline Rehabilitation Pump Stations Water Quality & Dechloramination SCADA M iscellaneous Total Pmject Costs Sources ofFunds (") Carryover Water Revenue Pay-Go Funds State/Federal Crants Debt Total Sources 0 0 1400 0 50 0 7'ts 2500 0 0 2500 50 0 0 1850 0 150 50 400 100 0 0 2250 0 150 0 0 50 t00 0 2150 0 0 250 0 100 100 0 5'15 200 0 r 0000 0 350 300 I 175 2550 r2600 2350 0 0 0 0 0 2500 0 0 0 2500 2500 2500 0 2500 0 0 2500 2550 0 2550 0 0 2550 0 2550 0 0 2550 0 12600 0 0 126002500 (") Funding sources after 2016 are subject to change and,/or approval ofnecessary rate increases by the City Council, Figures are in 2015 dollars. Note: Figures exclude amount unexpended from prior year capital budgets. Source City of Burlingame The City is in the process ofupdating its capital improvement budget; however, the annual project costs are not expected to cbange significantly. l6 flistorical Consumption The table below represents a five fiscal year history of water consumption by user category Table 3 CITY OF BT'RIINGAME WATER SYSTEM Historical Water Consumption (In Millions of Gallons) 2010/ll 20lrll2 20t2113 z013lt4 20r4t2015 Single Family Residential Multi-Family Residential Commercial Industrial HotelsMotels lnstitutional I rrigation /Other Total Annual Consumption Average Per Day Pct. Change fiom Prior Year Source: Ciry of Burlingame 5,753,95'1 2,64't,615 1,lL3,467 2,038,961 t,289,sM 263,804 1,348,221 6,103,837 2,627,83s l,l15,034 2,063,191 t,282,893 254,969 1,435,931 6,254;t95 2,568,9',19 1,168,370 2,022,663 1,206,305 259,r l0 t,526,936 6,291,0',72 2,548,598 1,164,935 t,899A62 I,178,964 282,57 t 1,555,333 14,883,690 40,11'7 2.960/" 15,007,158 4l,l l6 14,920,935 40,879 12,951,9'I I 3538s 0.83%-0.57%-13.20% Major Rate Payers tlJpDATEl The top ten rate payers of lhe Water System, represented approximately fl% of the Water System';cunent biitings for fiscal yeat 2014/15. The largest customer represented approximately I l% of the amount bilted and the second largest customer represented approrimately L]o/o. Eistorical and Current Rates Water System customers are charged a flat blmonthly service charge based on meter size, which includes the fi$t 2,000 gailons of water use for residential customem, and a consumption rate based on the amount of water used. The City retained and is currently working with a rate consultart to update the City's rate model. The findings ofsuch consultant's rate study will inform future rate increases. t'7 Use Category 5,231,62s ?,300A52 1,126,350 1,669,344 l,099,910 253,3t5 |,2'10,9'7 5 t4.455,569 39,6M The City's water rates for the calendar years 2012 through 2016 are as set forth below: Tablc 4A CITY OF BT'RLINGAME WATERSYSTEM 5 Year History of lYater Rates and Approved Rates for Calendar Years 2012-2016 (Bi-Monthly Rates) 2012 2013 2014 20t5 2016 Bi-Monthly Meter Charge(") 5t8" &.3t4" t% 8" 66.'74 I t3.48 220.32 353.82 661.62 |,114.92 2,223.t4 3,558.38 7,194 |2.34 23',7.50 38t.42 '119.70 r,201.88 2,396.54 3,835.94 77.56 131.88 256.04 4l l.l6 775.84 t,295.64 2,583.48 4,135.r4 83.60 t42.t6 2'16.00 441.24 836.34 1,396.68 2,'.184.98 4,457.68 N/C N/C N/C N/C N/C N/C N/C N/C Consumption Rate(b) ({ Irrcludes $- first I ,000 galloos of usage per EtoDth for r€sidential custosres.G) Per l,0OO galons. Rates withi, the unincorpotated arca (contaiDing approrimately ,+00 rEsideotial comections) have been appmximately I l-14% higherl'r B€inning &om l/U13, Single-Family residertial customers are billed accordiry to a tiered rate structurc. See Table 48 for $e tiered rate charges. Sourcq City of Burlintame The adopted consumption rates included a tiered rate struchrre for single-family residential customeF as set forth below: Table 48 CITY OF BURLINGAI\IE 1VATER SYSTENI Tiered Rate Charges (Bi-NIonthly Rates) t8 2013 201.t 2015 Single Family Residential Tier I - 0 to 2,000 gallons Tier 2 - 2001 to 9000 gallons Tier 3 - 9001 to 18,000 gallons Tier 4 - 18,001 to 30,000 gallons Tier 5 - 30,001 gallons and above 0 '1.26 7.67 8.84 10.41 0 7.83 8.27 9.53 tl.22 0 8-44 8.91 10.28 r2.10 All other customer classifications San Mateo County Unincorporated Source: Ciry of Burlingame Connection Fees Connection fee charges are assessed for new connections to the City's Water System or for rebuilding, r€modeli1rg or expansion of existing facilities that increase flow water from the Water System. Rates are based on the meter size and type. The City currently charges coDnection fees rangitrg from $350 lo 55,420. Based on results for fiscal year 2014/15, connection fees comPrise less than 1olo ofgross revenues. Comparison of Water Rates The following table compares the City's water rates to those ofneighboring communities. Existing Long-Term Obligations; Existing and Additional Parity Obligations The table below summarizes lhe outstanding Parity Obligations. OUTSTA}IDING WATER PARITY OBLIGATIONS Outstaoding Max.Installment PaymentObligationPrincipalFinal Maturity 201 I Installment Sale (Water) 2013 Installment Sale (water) Total Water 2028 $321,963 2019 source: City of Burlingame The City pays from the Water Fund lease payments in corurection with approximately $- million outstanding principal amount of lease revenue bonds issued in 2001 and refunded in 2010 which financed improveminti to the City's corporation yard. Such lease revenue bonds have a final maturity in 2021. In addition, thJ City pays a portion of the payments in comection with pension obligation bonds issued in 2006 from the Water Fund. The pension obligation bonds have a final maturity in 2036. The City's obligation to make payments in connection lvith such lease revenue bonds and pension obligation bonds is from lawfully available funds of the City and water revenues are not pledged to the payment ofsuch bonds. The City currently does not have plans to issue additional Parity Obligations or subordinate obligations following the issuance of the Bonds; however, as rhe City periodically evaluates its capital plan, it could determine to finanie a portion of its capital needs through the issuance of additional Parity Obligations or subordinate obligations. See also "Capital Improvement Program Summary" and "Debt Service Coverage". l9 Original Principal $3,790,000 9,475,000 __!11r61900 $2,865,000- s"030J00 $ 10,895,000 804,038 $1.126,001 Table 6 CITY OF BT'RLINGAME WATERFI'ND Statement of Net Assets Fiscal Years Ended June 30, 2012 through June 30, 2015 20lln2 20tut3 2013n4 201{/15 Assets Cur€nt assets: Cash and inveshents.... Receivabl€s (net of uncollecrible amounts): Due from consumers,..,. Inter€sl Receivable........ Total Current AsseG..... Noncurmt assets: Cash and investmenl, res1ric1ed............................ Capital assets: knd and other assets not being deprEciated.-... Facilities, infi.astnrcturc, and equipmen! net of depreci iorl.................. Una-monized bod issuance cost...............-........... Tolal non-curent asse6 Defered outflows of resources: Deferred amouDt on bond rcfrurding..................... Defe[ed outflows related to pension .................... Toul defencd outflows of Esources..................... Liabilities Cure liabilities: Accounts payable..-....... Advances fiom other fllnd. ..... .............. Accrued ioterest...,,,,..,., Deposits........................ Unearned rwenue ,. ,..... Other post-€mploymeflt benefib obligatioo pa).able due in one year. Bonds payabledue in one year..................... CompeNated absences . Total cunenr liabilities .. Noncunent liabilities: Bonds payable...-....-................... OPEB obligation payable.-......... Compensated absences......,.....,. Net pension liability..-................ Total nonrurrent liabilities s 11,075,684 S t0,764,355 S I t,E93,E78 S 11,807,567 2,026t56 4t,266 2211,935 2E,933 2,137,32s 45,944 2,023,t03 52,168 32t90916 499p21 32,444,124 45t,t62 33,021A24 Total rss€ts and deferred ootflorvs ofresources.-.. $ 46170't30 $ 13,143,406 322E 196,5t 5 32214,61 553,0r4 13,07 t 223 3228 910,64 31,517,024 14,077,147 1228 277,677 32,163,E19 r3,8E2,838 3228 2E7,t00 32,6,440 32,956,768 42t,656 252,115 499p23 46,061,162 45t,162 46,979,033 673,E31 47,513437Ss r210,616 1,666 212262 t4,775 23,1E8 1J84,589 15,t99 263,733 15,725 34,558 t,056,615 6,613 238,33E 12,175 14,454 596,340 5,640 229,550 9,900 39,571 t47,556 1,0t2,374 9106 I,165,435 6,364 l,0l I ,694 7,151 1,051,694 19,396 2,697,813 2,8E5,603 24,651,534 1246,t92 I t2,352 2,367.U0 1,952,09r 25,185,t78 718,680 189)24 23,539,069 I,020,94 r I I l,?35 22,32t 962 r,002339 r01,523 2,s4s223 Deferred inflows of resources ........................ Total liabilitics snd deferrcd inflo$s ofresourc€s 26,010.078 21,6',t | ,',l45 $ 28,851,025 $ 28,895,6E1 $ 2?,038,785 $ 25,9'10247 669,524 28,59r,862 Net position Net investmml irl capital assets.......... Restncted amounls held yith trustee.. Uffestricted.................. Totrl net position......... 6,001,368 r 1,3 tE,437 7,t71 ,E3 7 3228 9,990,416 8,347,895 3 228 I1,s89,r 25 10,002,440 8,9r5,907 s l7Jl9,t05 $ 17,165,4& $ 19,940,24E $ Source: Audited Financial Slatements 20 t8,921,575 Balrnce SheeUStatemetrt of Net Assets The following table sets forth the statement ofnet assets for fiscal years 20lUl2 though 2014/15 of the City's Water Fund. These numben are excerpted from the audited financial statements of the City which were prepared in accordance with Generally Accepted Accountirg Principles. 26,t 53,t 82 Income Statement The following table seis forth the statement of revenues, expenses and cbanges in fund net assets for fiscal yeali!- 2}llll2 through 2014/15. These numbers are excerpted from the audited financial statements of the City which were prepared in accordance with generally accepted accounting principles. Table 7 CITY OF BIJRIINGAME WATER FT'ND Statement of Revenues, Expenses and Changes in Fund Net Assets Fiscal Years Ended June 30, 2012 through June 30, 2015 20tt/12 2012 3 2013/11 2011/r5 Operrtitrg revenues: water sales...-.......-.... Special surcharges.... Charges for services.. Other operaling rwenue Total operating rev€nues ,.,..... Operating €xpenses Salari€s and benefi ts... Supplies and services......... Waier purchase contactual services-.-............. Commurication and utililies... Maintmaoce......-.....,....,.-.-..... Bad debt expense..........-...-..-.. Deprecialion and amo(ization IrsuEnce claims and expenses Total Operrting Expenses..................... .. . . .......... Op€rrting Income (loss)-..-..... Non operatitrg revenues (erp€trses) Investment income (expenses).,..,...... Bord is$rance costs..........,..,.. s 2,312,816 763,011 5109,029 4Nt74 69,629 2A45,361 314,959 6,156,963 392,502 88,838 2,061,596 1,358,E28 5,413,602 2A6t,786 1,130286 5,8r8,386 S s s | 970128 97,s88 s 1r,0t2p& s 12,127p12 $ t0,tJ.r,7?3 $ 11,470,958 2,625,461 2,74t,693 5,r 78,369 3,954,2',79 21,041 2,549,770 9-t,57E 62476 r,889286 58,915 1,963,125 9't,375 lntercsl expense..........-.............,.... 213)19 (1,003988) (2E,830) (147,0?3) ( r,029,071) 2@23t- (759,55E) I19,r03 (8532E5) s (790,609) $ (1,20,1,976)$ (s50r27) S (734,182) Net non op€rating r€venues (erp€nses) Income (loss) before operating transfcrs Tmnsfers inr")...... Tmnsfers outlb)... Change in net position... 1,542,1t't t,927,455 (3,071J82) 398,590 I ?,319,80s (553,0r4) 4,628,M2 t,748263 (3,60r,518) 2,714,761 l7,l6518 r 322099'1 2,562,t26 (3,780,975) 2,00 r 24E 1,834,858 3?92139 (4,61r,E37) sr5360 16,8M,345Net posilion (deficit)-be9inning........ .. ....-... Cumulative effect ofchange in accounting principle -..... 16,766,79t t6,920,327 Net position-b€inning, as restated Nct position (defi cit)-ending s l?,319,t0s s 17,165,48r $ r9,9{o?4t $ lt92l,s?5 ffi) R"prcsenS *...nt cofftruction in progless placed in service as fixed assels during the fiscal year. 6) Ca;ital impovemeots appmpriatior8 atd transfers for lease revenue bonds and pension obligation bonds. Source: Audit€d Financial Statements 2t $ 13,525369 S 14,7t4,432 S 15,?73,597 S 15,204,549 125,458 tot,E7s 2l5pl0 206,580 57,62t 5t,398 31,5E5 14,008 I BJot,448 t t4fi4,?05 $ l6ornn i-1@,87 Debt Service Coverage The following tabtes show historical and projected debt service coverage for the Water System. Table 8 CITY OF BI,JRLIN GAME WATER SYSTEM IIISTORICAL DEBT SERVICE COVERAGE Fiscal Years Ended June 30, 2011 through June 30, 2015 2010/l I 20tul2 2012fi3 2013/11 2014 5 Annual Rate Increase Gross Revenu#") L€ssr (Operation & Maintenance Expenses)o) Net Revenues 4,987,118 4,595,895 5,297,463 7,067,655 5,9t't,404 $t2,'134,554 ('t ,747 ,436) 382,703 869,733 941,563 .t% $13,708,448 (9,l12,553) 868,183 939,463 263,54't $ 16,023,092 (8,9ss,437) $1s,425,237 (9,507,833) 865,283 945;100 320,363 943,900 321,963 802,103 942,150 3t9,963 79',1,038 2,t93,998 ?.27 2,07 t,t92 2.22 2,131,346 2.49 2,067,966 3.42 2,0s9,t 5 r 2.87Parity Debt Service Coverage (a) Excludes interest income.(b) Excludes depr€cialion and includes trdnsfeE to the General Fund for costs ofadmidstration. Sources: City of Burtingame Subordinate to the paymeot of debt service on Parity Obligations, funds were transferred to the General Fund to reimburse 2 5oh and 33%o of the pa)mlent of the total debt service on the City's then Outstanding Series 2001 Lease Revenue Bonds and Series 2010 kase Revenue Bonds, respectively, and 12.5% of the total debt service on the City's then Outstanding Pension Obligation Bonds. 22 $ t4,874,705 (9,57'7,242) Debt Service 2003 Installment Paynents 2004 [nstallment Payments 2007 Installment Payments 201 I Installment Payments 2013 lnstallment Payments Total Parity Debt Service Table 9 CITY OF BURIIi\GAME WATER SYSTEM PROJECTED DEBT SERVICE COVERAGE 2015/t610 2016fi1 2017 fit 20t8/19 2019/20 Gross Revenues(t)(b) Less: (Operation & Maintenance Expemes) (") Subtotal N€t Revenues Rate Stabilization Trarxfe/a Nel Revenues Debt Service(" 2m7 Instaument Payrnents 201 I lnstallmenr Payments 2013 Installment Payments 2016 lrrsta[trlent Payments State Revolving Fund Lran (2003) State Revolving Fud t an(2010) Total Parity Ht Service 864,983 I82,?88 405113 1t4,0't6 3?t,030 t83,r88 400,E63 E03,000 714,0t6 173p29 180,688 4032t3 Et2,625 7t4,016 373,030 s 153 r 4,000 (7,025,000) s15,720,000 11270,81s') s 15,720,000 (7,525,356) s 15,?20,000 (7,788,?43) s15,720,000 (8,061,149) 8,3E9,000 0 8.449,125 0 8,194,644 0 7 9312s7 0 7,658551 0 8,389,000 8,449,125 E,194,644 1,931257 7,658,651 r82338 405,463 8M.',|'|5 714,0't6 373,029 2,063,35r I,l2l,l0l Parity Debt Service Coverage 3.10 1..10 3.32 1.2t (a)The most recent iate irprEase was effective January l, 2015.Therc lras no rate incrcase in caleodar year 2016. The City is currently l,l17,650 3.09 conducting a mte study, the rEsults of which will infoml futurc tate increases. Future mte increas€s are subject lo firture Council approval 2Ol5/16 Cmss Revenues are projected actuals. 2016/17 Cross Revenues are budgded figures. Gross Revenues for fiscal yea$ 2017/18, l,t 19,300 r, t I E,400 (b) 2ol8ll9 a 20l9Dg20 arc held con$ant bas€d upoo 2016/17 figutts. (c) Includes all operations and maintenaee exp€ ies except water purchrses. Exclud€s depreciation and includes tiansfets to Geneml Fund for costsofadministr.tion.20l5ll6operationandmailtananceexperuesareprojectedactuals.2016llTwaterpurchasefisurcsEpres€nta9% ircrease over 2015/16 figurEs; remaining yeafs incorpoEte a 5% irrrease. 20l6/17-2019f2020 operation and oaintenance expenses ircorpomte a 3% annual incrcase. (d) Reprcsents trarsfers from the rate stabilizatioD firnd (e) Amounts arc rounded so may not add up to total. (0 Based oo fte 2016 Budget. source: City of Burlingame. Subordinate to the payment of debt servic€ on Parity Obligations, funds are uansferred to the General Fund 19 reimburse 33% of the payment of the totat debt service on the City's Outstanding Series 2010 Lease Revenue Bonds and 12.5% of the total debt service on the City's Outstanding PeNion Obligation Bonds. 23 l8l,4EE 400,863 801,650 7t4976 313,49 THE WASTEWATER SYSTENI Service Area The Wastewater System serves an approximately 8 square mile area comprising the City, a portion of the Town of Hillsborough and an unincorporated area known as Burlingame Hills. As of June 30, 2015, the City had approximately 8300 connections within the City. Service to Hillsborough and Burlingame Hills is provided through agreements with the Town of Hillsborough and the Burlingame Hills Sewer Maintenance District. There are approximately [750] householcls in llillsborough which are served by the Wastewater System and approximately 396 in Burlingame Hills. For fiscal year 2015/16, bitlings to residential customers comprised approxrnately 74.4Yo of total billings for the Wastewater System. Commercial users consist primarily of retail stores and service businesses. The City also has a number ofmajor hotelVmotels which arc adjacent to and serve travele$ utilizing the San Francisco Intemational Airpon. Industrial users tend to be light manufacturing. Wastewater charges within the City are based on water coffumption. See "THE WATER SYSTEM - Service Area" for iDformation on Water System connections by land use within the City and Burlingame Hills. Transmission and Treatment Facilities The City owns, maintains atld opefirtes approximately 130 miles of sanitary sewer pipeline, seven sewage li& stations, a 1.6 million gallon retention basin and a wastewater treatment plant facility. Much of the City's transmission system ranges from 70-90 years old and is in need of replacement (see "THE WASTEWATER SYSTEM -Capital Improvement Program Summary'). The wastewater plant was originally constructed in the 1930's. Prior to lhe improvements completed in 2006, as discussed below, the major upgrades occurred in 1991. The current dry weather flow design capacity of the treatment facilities is 5.5 mgd and the peak wet weather flow is 16 mgd. The combined residential, commercial and industrial average dry weather flow is currently about 2.7 mgd. Wastewater keatment facilities provide primary, secondary and tertiary heatment of sewage. The City contracts with an outside vendor, Veolia Water West Operating Services, lnc., formerly U.S. Filter/EOS ("Veolia Water"), for the operation and mainlenance ofthe treatment plant (the "Veolia Agreement"). The operational arrangement with the current vendor and a predecessor company has been in place since 1972. The curreut contract expires on July l, 20 I 8 . The [eatment plant is currently staffed and operated on an eleven-hour, hve-day per week basis by a staff of approximately ten Veolia Water employees, including a lab technician, and one Veolia Water employee on an eight- hour daily basis on weekends and holidays. Automatic equipment monitors the treatment process during non-staffed evening, weekend and holiday hours. In 2006, the City completed a number of significant improvements to the treatment plant to upgrade the performance of several unit processes and to increase their reliability to help meet discharge requirements. The improvements include (i) a new sludge dewatering building and pump statioo, (ii) existing aeration basin modifications, (iii) existiog blower equipment room modifications, (iv) an existing primary clarifier drain pump relocation, (v) a new waste gas bumer, (vi) existing headwork improvements, (vii) a new vacuum truck unloading station facility, (viii) existing retum activated sludge pump modihcations, (ix) a new electrical building, (x) a new supewisory control and data acquisition system, (xi) pump station control system upgrade, (xii) existing electrical system and instrumentation modifications, (xiii) existing site demolition and improvements and (xiv) a new retention basin which rvas completed in 201I at a cost of$7 million. The cost of the treatme[t plant improvements was approximately $11.45 million and was funded mainly from the proceeds of a loan from the State Water Resources Control Board in the original principal amount of approximately $10.7 million (see "TEE WASTEWATER SYSTEM - Existing Long-Term Obligations; Eristing and Additional Parity Obligations" herein). 21 The Veolia Agreement can be renewed for successive five year terms. Prior to any renewal ofthe Veolia Agreemont, the City and Veolia Water will complete a reasonableness cost review to compare the City's wastewater treatment costs with those of local communities with similar demographics. Following the review of the reasonableness cost review, the City has sole discretion to renew to renew the contract at a rate offered by Veolia Water, renegotiate or take other actions. Regulatory Issues The wastewater treatment facility operates under Order No. R2-2013-0015 Permit Number CA0037?88, issued by the RWQCB, San Francisco, Bay Region, on July 1, 2013 and runs through June 30, 2018. In general, the City's wastewaler operations have been maintained within the discharge limits and other requfuements of its National Pollution Discharge Elimination System ("NPDES") permit. There have been occasional exceedances, which is not unexpected given the complexity of wastewater treatment. The exceedances have been minor in nature and therefore have not resulted in signifrcant regulatory action. On January 1,2000, SB 709, known as the Clean Water Enforcement and Pollution Preventioo Act of 1999, became effective. This act added several provisions to the California Water Code ("CWC") Division 17. New sections 13385(h), (i) and 0) provide for mandatory minimum penalties of$3,000 per violation as described in the CWC. Since this Act removes much of the discretion previously granted to Regional Boards, there is a possibility that the City as well as many other public owned treatment works may have an occrurence for which a mandatory penalty may be issued. To date the City has not received any mandatory penalties under the Act. The City cannot determine the impact of this tegislation in the future but does not articipate that it will impair its ability to make the Installment Payments under the Wastewater Installment Sale Agreement. In 2007, the San Francisco Baykeeper, a nonprofit corporation (the "BaykeePei') filed a complaint against the City in the United States District Cout of the Northern District of Califomia (the "Court'), alleging, among ottrer things, certain violations of the Clean Water AcL The City and Baykeeper settled the litigation and entered into a Consent Decree, approved by the Cout on October 6,2008 (the "Consent Decree"). In accordance with the Consent Decree, the City constructed a retention basin at the wastewater treatment plant in 201l. Additionally, pursuant to the Consent becree, the City is rcquked to monitor and report its near shore outfall and certain sanitary iewer overflow. Based on such reports, the City may be required to construct additional capital improvements identihed by the City to minimize the overflow. The City does not believe comPliance with the Consent Decree will require adclitional capital improvements other than those already in the capital improvement plan and the City does ,,oi b"li.r" compliance with the Consent Decree will impair its ability to make Installnent Paymetrts under the Wastewater Installment Sale Agreement. Av€rage Water Consumption Wastewater charges to residential users withiu the City are based on water consumption. See "THE WATER SYSTEM - Eistorical Consumption" for information on water consumPtion by land use category' Residential customers are charged primarily on the basis of the average winter (January - April) water consumption for the preceding 3 years. Table 10 CITY OF BURLINGAME Average Residential Winter Water Consumption (Millions of Gallons) Year Totnl Percent Change 3 Year AYerage Percent Chang€ 2012 2013 20t4 2015 133.56 127 .63 r3'7 .40 119.63 5.92% 4.43y. 8% t2.980A 127 .l',l 129.10 r32.87 128.22 02% 3% 4% Source: City of Burlingame 25 \lajor Rate Pa!ers The top ten rate payers ofthe Wastewater System represented less than 8.2% of the Wastewater System's current billings for fiscal year 2014/15. The largest customer represeated approximately 3% of the amount billed and the second largest customer represented approximately 3%. Historical and Curre[t Rates Wastewater System customers are charged based upon tle quantity of metered water used per 3 year bimonthly billing period. The City retained and is currently working with a rate coosultant to update lhe City's rate model. The findings ofsuch consultant's rate study will inform future rate increases. The City's Wastewater System mtes for the fiscal years 2009/10 tkough 2014/15 and the rates approved for calendar year 2016 are as set fonh below: Table 11 CITY OF BURLINGAME WASTEWATER SYSTEM Bi-Monthly Meter Charge 2009llo 2010/ll 20tut2 20t2lt3 2013fi4 20t4^5 Single Family/Duplex{") Multifamily(") Light Commercialo) Moderate Commercial(b) Food RelatedG) Hospital(b) Institutional(b) 5 9.43 $ 8.81 10.41 16.91 25.08 16.91 3.69 10.75 $ 10.05 I1.87 19.2't 28.59 t9.27 4.2t t2.25 I1.45 13.53 21.97 32.s9 21.91 4.80 % Change t4%t4% tr) Per thousand gallorE of average wiorer (January-April) water consumption over the last 3 ycars. 'o' Per thousand gallots ofaverage water consumptioo. Soulcq City of Burlingame On November 5, 2010, the City Council adopted Ordinance No. 1844-2010 setting water rates for 2010, 20ll and 2012. A consultant was retained in 2012 to update the sewer rate model and confirmed that no rate increase was required for 2013. There has been no rate change since 2012. (See "RISK FACTORS - Right to Vote on Taxes Act" herein.) Connection Fees Connection fee charges are assessed for new comections to the City's Wastewater System or for rebuilding, remodeling or expansion of existing facilities that increase flow water from the Wastewater System. Rates are based on the meter size and R?e. The City's cunent corurection fees are set forth below. For fiscal year 2014/15, corurection fees comprised less than []% ofgross revenues. 26 20t6 {uut6- t2l3yt6l\ Table 12 CITY OF BURIINGAME WASTEWATER SYSTEM Server Connection Fees (As of 2016) Land Use Connection Fees Single-Family and DuPlex Multi-Family CommercialiRetail Office Warehouse Restaurant Hotel with Restaurant Hotel without Restaurant $237lunit 180/unit 377lTSF 82/TSF 105/TSF 932lTSF 595/room 3 68/room TSF = Thousand Square Feet Source: City of Burlingame Comparison of Wastewater Rates The following table compares the City of Burlingame's Wastewater System rates to those of neighboring communities. Table 13 CITY OF BURLINGAME WASTEWATER SYSTEM Residential Monthly Rates Comparison \Yith San Mateo County Surrounding Communities (As of 2016) Agency Average Monthly Residential Bill Foster City San Mateo (Cal Water) Bu ingame Redwood City Milibrae Bolmont San Carlos (Cal Water) San Bruno Hillsborough 51.47 56.56 64.14 74.95 '16.07 88.46 8 8.82 89.32 r81.08 Average excluding Burlingame 8 8.34 Source: Redwood City mte study dated April29,20l6 based on flat rate or ? hcfwinter use. Capital Improvement Program Summary Since 2003, the City significantly expanded its capital improvement program, primarily for sewer rehabilitation and treatment plant improvements. Over the last 12 years the City has made 556 million of improvements including replacing 30 miles of server pipe, ?00 manholes and 3,000 service laterals in the collection system as well as rebuilding several facilities at the teatnent plant. The City's Five Year Capital Improvement Plan (t1nough lrscal year 2021/22) for the sewer master plan totals approximately $21.3 million. The City plans to fund 27 the capital improvement program tkough wastewater revenues. Additional rate increases may be necessary to fully fund Capital Improvement needs and are being evaluated. See "Debt Service Coverage" herein. The City is in the process ofupdating its capital improvement budget, however, the annual project costs are not expected to change significantly. Table 14 CITY OF BURLINGAME IVASTEWATER SYSTEM 5 Year Capital Improvement Plan Summary (In Thousands of Dollars) 2015/16 2016117 2018/19 2020/21 202112022 Total Studies Sewer Main Rehabilitation Miscellaneous Sewer Repairs Pump Stations Miscellaneous Treatment Total Project Costs Sources of Funds(") Carryover Wastewater Revenue Pay-Go Funds State/Federal Grants Debt Total Sources Source: Ciry of Burlingame 400 2',715 50 350 0 685 4200 4'700 4700 4200 4200 4200 21300 3180 50 0 0 300 10 4 150 2t25 100 500 0 t325 100 2945 50 0 50 1055 100 2695 100 0 50 r055 1050 13660 350 850 100 5290 0 4200 0 0 0 4200 0 0 0 700 0 0 0 300 0 0 2 0 4000 0 0 0 200 0 0 4200 4000 (") Funding sources after 20 I 6 are subject to change and/or approval of necessary rate increases by the City Council. Figures are in [2016] dollars. Note: Figures exclude amount unexpended from prior year capital budgets. The city is in the process of updating its capital Improvement budget. The city does not alticipate making significant revisions, except for some possible modest reductions in the later yeafs. The City cunentty does not have plans to issue additional Parity Obligations or subordinate obligations following the issuao"e of tire Bonds; howevir, as the City periodically evaluates its capital plan, it could determine to firranJe a portion of its capitat needs tlfough the issuance of additional Parity Obligations or subordinate obligations. See also "Debt Service CoYerage". 28 4200 4000 21300 Existing Long-Term Obligationsi Eristing and Additioral Parity Obligations The table below summarizes the outstanding Parity Obligations. In addition, the City pays from the Wastewater System lease payments in connection with approximately $f_ll million outstanding principal amount of lease revenue bonds issued in 2001 and refunded in 2010 which financed improvements to the City's corporation yard. Such lease revenue bonds have a final maturity in 2021. In addition, the City pays a ponion ofthe pa),ments in connection with pension obligation bonds issued in 2006 from the Wastewater Fund. The pension obligation bonds have a hnal man[ity in 2036. The City's obligations to make pa]ments in connection with such lease revenue bonds and pension obligation bonds are from lawfully available funds of the City and wastewater revenues are not pledged to the payment of such bonds. See also 'THE WASTEWATER SYSTEM -Transmission and Treatment Facilities", 'Capital Improvement Program Summary" and "Debt Service Coverage" herein. OUTSTANDING WASTEWATER PARITY OBLIGATIONS Obligation Original Prirripal Outstarding Principal Finrl Maturitv Max. Idstsllment Paymert 201 I Installment Sale (Wastewater) 20 I 3 Installment Sale (wastewater) State Revolvirg Fund Loan (2003) State Revolving Fund Loan (2010) Total Wastewater Sources: City of Burlingame 2,145,000 14,260,000 l I ,030,407 5,605,800 $ r,635,000 4,050,000 6;794,867 4,193,',142 2028 2029 2021 2031 183,688 407,888 114,0'76 366,801 $30,086,20?$t'1,273,609 29 $1,678,682 Balance Sheet/Statement of Net Assets The following table s€ts forth the statement of net assets of the City's Sewer Fund for fisc al years 2011/12 through 2014/15. These numbers are excerpted &om the audited financial statements of the City which were prepared in accordance with generally accepted accounting principles. Table 15 CITY OF BURLINGAME SEWER FT]ND Statemetrt ofNet Assets Fiscal Years Etrded June 30, 2012 through June 30,2015 201I/12 2012,r3 20r3/r,t 20H/r5 Assets: Cunent Assets Cash and investmmts..,. Receivables (nel of uncollectible amounts): Due ftom comumers ,... Due fom otier govemments ..... ....... ........ Interest receivable Total current assets 't t4t,783 9,54t,799 l,4t9A2O 12,141,r68 Noncurcnt assets: Cash and inv€stments, rcstricted............. - - - Capital assets: t alld and other assets Dot being deprec iated . ..... .. ... .. .. ... .. Facilities, infiasEucture, alld equipmenl, net of deprEciation ........ Unamofl ized bond issuaoce costs.....,.,,.,,.,... Total nonturent assets 441,9E4 417,9E4 441,9E1 447,984 1,034,489 6t,228,128 61,313,381 61,457,410 62,5t4,16'1 256,614 2s6,614 Tohl asseas and deferred outflorvs of resources.............,........ 3,150,070 4,t61,1t1 13.706 l16290 6A62,297 3,063,727 t5.1t5 2,316,978 470,881 t8,t?2 2,515,001 436,584 43,821 s S s E,613,389 S 9,t25,762 s9,402111 343,182 t,668,752 59216,64s t 21s2s3 59,1v,t73 894,036 6t,t72,t47 2l4,l3J 212,068 348,340 7,666 395,065 91,628 15,199 523,260 250,501 6,613 490,919 E3,O5E 5,640 466306 t3427t I,t8l,98l 8,176 t 489,811 I,446,410 E,98E 1,500,769 t3,998 Lirbilities: Cunent liabilities: Accounts payable.......... Advames fiom other fu"da-...............-.......-. Accrued interest..,......... Other post-€mplo)ment b€nefi ls obligation payable due in one year Bonds payable-due in one year.................... Comp€nsated absences . Total current liabiliries. Norrurrent liabilities: Advances fmm other tunds Bonds payable....................... OPEB obligation payable...... Comp€nsated absences ......... Ner pension 1iabi1ity.............. Total noncunent liabililies 2.07 7 ,499 2,129,523 2201,$l 2,069,871 3 r,48r,794 711,t46 164,575 30,3r5996 l,l4l,9?4 992E1 28,Et4,39'.1 964,394 70,89r 27,228,368 949,635 71,038 2,140,424 Deferred inflows of resources.. 32,363,515 30 31.557,253 29,849,632 30,3E9,465 563,041 Deferred outflows of resources: Defened amounl on trond rcfunding............. Defened ourflows related lo pmsion............ ToEl deferred outnows of resources........ s 6t,675,91I $ 71,131,79{ S ?3,109,0t9 $ 75,081537 Assets: Total liabilities rnd defer.cd inflovs of resources,,,..,.,.,..,,....... 201t/12 2012/ll :013/lJ 2011/t5 UnrEstricred .... 21,176,t22 6,85EJ7s 29,334,041 441984 't,662993 30,980,878 44t,9E4 9,627,tt4 31,55 r,r80 441,984 8,059,996 Total net position Income Statement The following table sets forth the statement ofnet assets for fiscal yeNs 20lll12 through 2014/15. These numbers are excerpted from the audited frnancial statemelts of the City which were prepared-in accordance with generally accepted accounting principles. Table 16 CITY OF BURIINGAME SEWERFUND Statement of Revenues, Expenses and Changes in Fund Net Position Fiscal Years Ended June 30, 2012 through June 30,2015 20tt/12 20t2/l3 2013/l{201.1/15 Operating revenues: Sewer service charges: Burli[game users..........-.... Other agmcies................... Special surcharges.................. Other revmue...........-.-.,..,..,... Total operating r€venues...., Oper.ting Expenses Salaries aDd benefils.. Supplies and services contmctual services.. $ 16,157,287 $ 16791,4,19 $ 16,93r,4!2 $ 15,679'345 s 15,00E,2t7 r,r49,070 5 15,49E,440 r 293,009 s t5,436993 t,494,439 5 t4,610,316 r,069,009 2256,5tr 745,589 3,78t,152 44,623 1,730,803 4,525,528 2,tt2,956 4,6t4,666 2,r06,180 594,999 3,413,609 s2263 Depreciation and amonization........-.............. lnsurance claims and expmses..,................... Total operating erpcnses....-.............. Operating Income (loss) Non op€rsting revenues (€rpenscs) Inv6tment income (expenses),..... Bond issmnce cos1s...................... lnterest expense..,...,.....,.....-....,.... Net non operrting revcnucs (erpenses) Income 0oss) bcforc lrrnsfers Communication and utilities Maintenance....................,.,. Bad debt expense.................26,074 3255,647 t04,674 134910 2,934,t32 51,426 3,07 r,920 344,349 s 9,551,4{6 S 9,382,799 S 10,143,E91 6,411,410 ?,238,003 7,548,631 5,53s,454 (681) (71,940) ( r,170,195) $ (724rs4)$ 0,242,816) $ (743,202) $ (803,267) 5;7 46,656 5,995,187 6,805,431 4,732,187 l10,930 (835,684) r57,526 (900,728) 106,905 (9r0,r72) 4,E95,?43 (7.60t,470) Transfes in(a)........................ Tmnsfers ou(b)...................... 3l 3,029.597 (5.471,482) 2,764,t49 (5,958,622) 4,561,386 (5,750,764) Net pGition Net investnent in capital assets ................. Restricted amounts held ,ritrr t..t.. ............ $ 34,4.1r,014 $ 33,6t6,7?6 S 32,053,113 S 33,022)77 s 3.r,234197 $ 37,445,018 $ 41,055p76 $ 42,059,160 S6iii Audit.d-Fi nuncial Suternents 2,153,131 $ 9,6ts,t7l 20tt/12 2012fi3 2013/L4 201{/15 Change in ner position.. Net position (deficit!be8inning.............................-.... Cumulative effect ofchange in accomting principle.....-................. Net position-beginnin& as rcstated.....-....................... Ner position (defi cit!€nding....................................... 33,E91,7t6 s 3 7,4.15,01E s 4r,0s5976 3,040,n9 31,r93,968 3,553,302 34234,897 (343,181) 3,61095E 37,445,01E 3,542,809 18,516,3s1 l__11051]!0 (') Rqrresenls currert constnrction in pmgress placed in service as fixed assets during the fiscal y€ar.ft) Capital improvemenls appmpriatioN and tmnsfers for lease rcvmue tronds and pension obligation bonds. Source: Audited Financial Statemmts 32 s 342343r? Debt Service Coverage The following tables show historical and projected debt service coverage for the Wastewater System. Tabte 17 CITY OF BT]RIINGAME IVASTEWATER SYSTEM HISTORICAI DEBT SERVICE COVERAGE 2010/201l 201u2012 2012t2013 2013/201{2011/2015 Annual Rate Incr€ase cross Revenues(") L€ss: (Ope.ation & Maiotmance Expenses) Net Revenues 14% s14,556,536 (6,921,346) s16,791,449 (6,291,799) s16,931,432 (6,448,667) $15,679,345 (7 ,07 |,91tI 7 ,629,t90 9225,141 10,493,650 10,4E2,765 8,601,3',7 4 436,246 t42,556 439,'t96 180,488 '714,0'76 158,251 70s,231 43'7,02t 1t4,016 178,588 404,9 r I 1t4,076 366,80r 119,',188 405,1l3 'n4976 366,6?t 1,9t3,'t23 2.6r 2,074939 2.22 2,353,473 4.46 4.15 2,526,371 3.4 t (a) E\cludes interest income.(b) Excludes dareciation and includes transfers to the Geneml Fuod for costs of administration. Source: City of Burlingame Subordinate to the palmeot of debt service on Parity Obligations, funds are transferred to the General Fund to reimburse 25Y, and 33%o of the paymert of the total debt service on the City's tben Outstanding Series 2001 Lease Revenue Bonds and Series 2010 Lease Revenue Bonds, respectively, ar,d l2.5Yo of the total debt service on the City's then Outstanding Pension Obligation Bonds. 33 14% s16,r57287 (6,932,t46) Debt Service 2003 Installment Payments 2004 hstallfi ent Parments 201 I Iistallment Palments 2013 Installment Pa).ments State Revolving Fund lran (2003) State Revolving Fuod t an (2010) Total Parity Debt Service Parity Debt Service coverage '714,076 22t,9t6 Table 18 CITY OF BTJRLINGAME WASTEWATER SYSTEIVI PROJECTED DEBT SERVICE COVERAGE 2015/16 (0 2016fi7 20t7 n8 20lE/19 2019/20 st5,414,000 (7,025,000) 8,389,000 0 s 15,720,000 (7,525,3s6) 8,194,644 0 s 15,720,000 (7,788,743) 7,93t2s7 0 s 15,720,000 (8,061,349) 7,658,65r 0 $15,720,000 (7210,87s) 8,449,125 0 8,389,000 8,449,125 8,194,644 'I,931257 7,658,65r 864,983 182,788 40s113 '714,076 373,029 180,688 403 2t3 8t2,625 'n4o',t6 373929 I E3, t88 400,863 803,000 714,0',16 373,029 182138 40s163 804,775 714,076 373,029 2,540,290 2183,632 2A'n,t05 3.40 1.32 2,4'14,t55 2,479,780 Pariry Debt Seftice Coverage 3.30 3.21 3.09 (a) Future mte increases a.e projected and subject to future Council appmval. The City is cunently conducting a mrc srudy, th€results ofwhich will iDform future mte increases- (b) 2015/16 Gross Revenues are pmjected actuals.2016117 Gross Revenues are budgeted figures. Gross Revmues for fiscal years 2017/18, 20l8ll9 a ,20DDA0 are held constant based upon 2016/17 figures. (c) Includes all operations and maintenance expetrses- Excludes depreciation and includes tmnsfers to CeDeral Fund for costs of admiristmtion. 2015/16 op€ration and maintenance expenses are projected actuals. Operation and maintenance expeN€s for fiscal years 2016/l?-2019120 include a 3.5olo annual incrcase-(d) Represents tlansfers from rate stabilization fund. (e) Amounts are rounded so may not add up to total- (0 Based on the 2016 Budget. Source City of Burlingame. Subordinate to the paJment of debt service on Parity Obligations, funds are transferred to the General Fund to reimburse 33yo of tbe payment of the total debt service on the City's Outstanding Series 2010 I-ease Revenue Bonds and 12.5% of the total debt service on the City's Outstanding PeDsion Obligation Bonds. RISK FACTORS Payment of principal of and interest on the Bonds depends primarily upon the revenues derived from operation of the Water System and the Wastewater System. Some of the events which could affect the revenues received by th€ Water System and/or the Wastewater System, as well as issues that could affect the availability of moneys ir any reserves, are set forth below. The following discussion ofrisks is rtot meant to be an exhaustive list of the risks associated rvith the purchase of the Bonds and the order in which the risks are discussed does not necessadly reflect the relative importance ofthe various risks. Limited Obligations The Bonds are limited obligations of the Authority payable solely from Revenues, generally consisting of the Installmetrt Palments. The obligations of the City to make Installment Payments are not payable from, or secured by a legal or equitable pledge or charge or lien upon, any property of the City or any of its income or receipts, except the System Net Revenues. The obligation of the City to pay the Installment Payments from System Net Revenues does not coostitute an obligation of the City to lelry or pledge any form of taxation or for which the City has levied or pledged any form oftaxation. The City is obligated under the Installment Sale Agreements to make payments solely from the respecdve System Net Revenues. There is no assurance that the City can succeed in operating the Watff System or the 34 Cross Revenues(")0) Less: (Operation & Maintenance Expenses)('r Subtotal Net Revenues Rate Stabilization Transfe/d) Net Revenues Debt Service{") 2007 lDstallment Payments 201 I Installment Payments 2013 Installment Payments 2016 Installment Payments Stale Revolving Fund lnan (2003) State Revolving Fund taan (2010) Total Parity Debt Service 181,488 400,863 E01,650 'n4,076 3't3,029 Wastewater System such that the System Net Revenues in the future wifl be sufticient for that purpose. See also "Right to Vote on Taxes Act" below. The pledge of the System Net Revenues under each lnstallment Sale Agreement secures only the obligation to pay Installment Payments and other obligations under tbat particular lnstallment Sale Agreemenl The City is not to make for a in the Installment P connection with the other SYstem. System Operation and Expenses There can be no assurance that the City's expenses for the Water System and for the Wastewater System will be consistent with the descriptions in this Omcial Statement. Changes in technology changes in quality standards, availability and cost of water, loss of large customers, increased or decreased development, increases in the cost of operation and/or other expenses could require increases in rates or charges in order to comply with the City's rate covenants in the Installment Sale Agreements. The City's contract with Veolia l ater for the op€ration and maintenance of the City's treatment plant cu[ently expires July l, 2018, and is renewable for successive five y€ar terms. The operational arangement with the current vendor and a predecessor company has been in place since 1972. Limited Recourse on Default Failure by the City to pay Installment Pa,,ments constitutes an event of default under the applicable Installment Sale Agreement and the Trustee is permitted to pursue remedies at law or in equity to enforce the City's obligation to make such payments. Although the Trustee has the right to accelerate the total unpaid principal amount of the Installment Payments under the applicable Installment Sale Agreement, there is no assurance that the City would have sufficient funds to pay the accelerated amounts. See also "Right to Vote on Taxes Act" herein. Limitations on Revenues The ability of the City to comply with its covenants under the Instaltnent Sale Agreements and to generate System Net Revenues sufhcient to pay principal of and interest with respect to lostallnent Paymens may be adversely affected by actions and events outside of the control of the City and may be advenely affected by actions taken (or not taken) by voters, property owne$, taxpayers or persons obligated to pay assessments, fees and charges. See "Right to Vote on Taxes Act" below. Furthermore, the remedies available to the owners ofthe Bonds upon the occurence of an event of default under the Trust Agre€ment and/or the Installment Sale Agreements are in many respects dependent upon judicial actions which are often subject to discretion and delay and could prove both expensive and time consuming to obtain. Regulatory Risk Laws and regulations goveming the diversion and storage of surface waters, water treatment and wastewater treatment and disposal, are enacted and promulgated by govemment agencies on the federal, state and local levels. Compliance with these laws and regulations may be costly. Although the City has covenanted in the Installment Sale Agreements to fix, prescribe, revise and collect revenues for the Water System and the Wastewater System during each Fiscal Year which are at least sufficient to pay operating and maintenance expenses, to pay related debt service, aud meet certain coverage requirements, no assumnce can be given that the cost of compliance with such laws and regulatioos will not adversely affect the ability ofthe City to generate System Net Revenues in the amounts required by the Installment Sale Agreements and to pay debt service on the Bonds. See "SECURITY AND SOT RCES OF PAYIvIENT FOR THE BONDS -Rate Covenant" herein. 35 Proposals to Restore Hetch Hetchy valley Various envionmeDtal organizations have from time to time advocated for the removal of the Hetch Hetchy reservoir and the restoration of Hetch Hetchy Valley. For example, an initiative ordinance entitled the "Water Sustainability and Environmental Restoration Planning Act of2012" qualified for the November 2012 San Francisco ballot with support from an organization called "Restore Hetch Hetchy' and would have required San Francisco to identiry alternative sources of water and, subject to cenain additional conditions, end its use of the Hetch Hetchy Reservoir. This initiative was rejected by San Francisco voters. There have been previous studies that examined prior proposals to remove the Hetch Hetchy Reservoir. For example, the Califomia Department of Water Resources and the California Department of Parks and Recreation issued a comprehensive report and concluded that it does appear technically feasible to restore Hetch Hetchy valley, but expressed caution about the firancial feasibility. Th€ study estimated that the total cost for such a project would range ftom nearly $3 billion to $10 billion. The planning effort alone, they concluded, would take up to ten years to complet€ and would cost an additional $65 million dollan. The City is unable to predict whether any similar iniriatives, or similarfederal or state legislation, might be approved by the voters or adopted by legislative bodies in the future, or the potential impact of such eforts on the City or ,he ll/ater Enterpise. Initiatives In recent years several iaitiative measures have been proposed or adopted which affect the ability of local governments to increase taxes aod rates. There is no assurance that the electorate or the State legislature will not at some future time approve additional limitations which could affect the ability ofthe City to implement rate increases which could reduce System Net Revenues and adversely affect the security for the Bonds. See "Right to Vote on Taxes Act" below. Bankruptcy The rights and remedies provided in the Trust Agreement and the Installment Sale Agreements may be limited by and are subject to the provisions of federal bankmptcy laws, to other laws or equitable principles that may affect the enforcement of creditors' rights, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State of Califomia. The various opinions ofcounsel to be delivered with respect to the Bonds and the Trust Agreement, including the opinion of Bond Counsel, will be similarly qualified. If the City were to file a petition under Chapter 9 of the BaDkruptcy Code, the Owners of the Bonds and the Trustee could be prohibited from taking any steps to enforce their rights under the Trust Agreement and./or Installment Sale Agreemetrts. In the event the City fails to comply with its covenants under the Installment Sale Agreements or fails to pay the Installment Payments, there can be no assurance of the availability of remedies adequate to protect the interest of the holders of the Bonds. See "APPENDIX E - FORI\I OF LEGAL OPINION OF BOND COUNSEL". Tax Exemption of the Bonds The City and Authority have covenanted in the Installment Sale Agreements and Trust Agreement, respectively, that they will take all actions necessary to assure the exclusion of interest on the Bonds from the gross income ofthe Owners ofthe Bonds for federal income tax purposes. lfthe City or Authority fail to comply with the foregoing tax covenant, the interest on the Bonds may be includable in the gross income of the Owners thereof for federal tax purposes. See "MISCELLAIIEOUS - Tax Matters" herein. Additional Obligatiorrs The lnstallment Sale Agreements permit lhe issuance of Parity Obligations secured by System Net Revenues on a parity basis and/or a subordinate basis to the respective lnstallment Payments. The City has issued, and anticipates issuing in the future such additional Parity Obligations. Such additional Installnent Payments would increase debt service payable from System Net Revenues and could adversely affect debt service coverage with 36 respect to the applicable Installment Payments. In such event, however, the rate covenant described herein will remain in effect. See "SECIJRITY AND SOURCES OF PAYtoIENT FOR THE BONDS - Rat€ Covenant" herein. Seismic and lVildfire Considerations The Hetch Hetchy Regional Water System and the City's Water Syst€m and Wastewater S)6tems are located in a seismically active region of the State. Earthquakes and other oatural disasters, including without limitation wildfires, flooding and landslides, or man-made disasters, including without limitation natural gas pipeline failures or explosions, could interrupt operation of these systems. The Hetch Hetchy Regional Water Slstem crosses 3 major earthquake faults, and the City, like most regions adjacent to the Pacific Ocean, is an area of signihcant seismic activity and, therefore, is subject to potentially destructive earthquakes. The San Andreas fault is the major active fault closest to the City, and is approximately 3 miles from the City. Several active or potentially active faults are located closer to the City. On October 17, 1989, at 5:04 pm, a 7.1 magnitude earthquake occurred in Loma Prieta, California, which is located approximately 50 miles from the City. The City sustained minimal damage at is facilities. There was minor damage at the wastewater treatment plant but operations were not interrupted. Within the City, the Hyatt Regency Hotel was closed for one year and the Amfac Hotel was closed permanently and subsequendy demolished. Water conveyance facilities are designed to withstand earthquakes, wildfires and other natural disasters with minimal damage. WSIP seismic retrohtting and upgrading was designed to provide greater agility in the continued delivery of water. ln March 2015, the 3.S-mile-long, seismically-improved New Irvington Tunnel located between the Sunol Valley and Fremont, California began delivering water to the San Francisco Bay Area. The New Irvington Tunnel project completes the last of three new tunnels constructed under WSIP, designed to withstand earthquakes on the Hayvard, Calaveras and San Andreas fauls. In August and September 2013, the Rim Fire bumed approximately 257,000 acres in Tuolumne and Mariposa counties and reached the edges of the Hetch Hetchy Reservoir watershed. Throughout the Rim Fire event, the Hetch Hetchy Regional Water Syslem continued to deliver water to its customers in San Francisco and throughout the Bay Area. Underground water conveyance facilities are not !,ulnerable to damage by wildfires. Above-ground facilities are designed to be tolerant to damage by wildfires as the facitities are constructed of poured concrete or slump bloct<, and the rights of way near facilities are maintained clear of plant growth or landscaped wift drought tolerant plants making them less vulnerable to damage by wildfires. WSIP provided a greater agility in the conthued delivery of high-quality water [DISCUSS ANY EMERGENCY MANAGEMENT PROGRAM AND/OR PREPAREDNESS FOR THE ABOVE EVENTS] Drought The State is located in a semi-arid region and is subject to periodic &ought. An extended drought could adversely affect the ability of the City to deliver water sufficient to satisry all of the demands of its customers. Water System rates and Wastewater charges to residential users within the City are based on water consumption. If the City v/ere to deliver less water to its customeB, the City would need to increase the rates payable by customeG or Revenues would decline. The City may also seek to acquire, and would be obligated to pay the cost of, additional water to deliver to its customers. The SFPUC has adopted a drought planning sequence and associated oPerating procedures respecting the delivery of water during a drought. For a discussion of the current California droughts, see "WATER SYSTEMS - Current Califomia Drought". Endangered Species Various aquatic species (including native fishes) present in the Tuolumle River and Bay Area skeams (e.g., Alameda, San Mateo and Pilarcitos Creeks) are either listed or candidates for listing under the State or federal 37 endangered species acts. New listings and future enforcement actions under the acts, or conditions Placed in permits to undertake construction for certain projects, could potentially dircclly affect water flow and/or water supplies available to the Water Enterprise. See "WATER SYSTEMS - Regulatory Issues - Endangered Species". Right to Vote on Taxes Act General. On November 5, 1996, the voters of the State approved Proposition 218, the so-called "Right to Vote on Taxes Act." Proposition 218 adds Articles XIII C and XIII D to the State Constihrtion, which affect the ability of local govemments to levy and collect both existing and future taxes, assessments, fees and cbarges. Proposition 218, which became effective on November 6, 1996 (although application ofsome of is provisions was deferred until July l, 1997) changes, among other things, the procedure for the imposition of new or increased fees or charges. Article XIl C. Article XIII C requircs that all new local taxes be submitted to the electorate for approval before such taxes become effective. General taxes, imposed for general govemmetrtal purposes ofthe City, require a majority vote, and special taxes, imposed for specific purposes, require a two-thirds vot€. Under Proposition 218, the City can only continue to collect taxes that were imposed after January I, 1995 if they were approved by the voters by November 6, 1998. Article XIll D. Under Article XIII D, revenues derived from a "fee" or "charge" (defmed as "any leyy other than an ad valorem tax, a special tax or an ass€ssment, imposed by a local govemment upon a parcel or upon a person merely as an incident of property ownership, including user fees or charges for a property related service") may not exceed the funds required to provide the "property-related service" and may not be used for any purpose other than that for which the fee or charge was imposed. Further, (i) the amourt of a "fee" or "charge" may not exceed the proportional cost of the service attributablc to the parcel, (ii) no "fee" or "charge" may be imposed for a service unless that service is actually used by, or is immediately available to, the orvner ofthe property h questiotr and (iii) no "fee" or "charge" may be imposed for general governmental services where the service is "available to the public at large in substantially the same manner as it is to the property owners." All new and existing property- related fees and charges must conform to specific requircments and prohibitions set forth in the Anicle. Further, before any property-related fee or charge may be imposed or increased, written notice must be given to the record omer ofeach parcel ofland affected by such fee or charge. The City must then hold a hearing upon the proposed imposition or increase, and if written protests against the proposal are presented by a majority of the owners of the identified parcels, the City may not impose or increase the fee or charge. Moreover, except for fees or charges for water, wastewater and refuse collection services (or fees for electrical and gas service, which are exempt from Proposition 218), no propeny-related fee or charge may be imposed or increased without majority approval by the property owners subject to the fee or charge or, at the option of the local agency, two-thirds approval by those residing in the affected area and voting at the election. (See "THn WATER SYSTEM - Historical and Curr€nt Rates" and "THE IVASTEIVATER SYSTEM - Historical and Current Rates" herein.) lYqter antl ,r/astewater Service Fees and Charges. Since Proposition 218 was enacted in 1996, it had been unclear if water and wastewater service fees and charges are property-related fees and charges and thus subject to the requirements of Section 6 of Article XIII D. As a result of this uncertainty, the City has, since July l, 1997, followed the notice and public hearing requLements of Section 6 of Article XIII D before imposing or increasing any water or wastewater service fees or charges. In addition, the City believes that all of its water and wastewater service fees and charges currently comply with all ofthe requirements ofSection 6 of Article XIII D. The City has not, however, conplied with the votL requirement of Section 6 of Anicle XIII D because rvater or wastewater service fees and charges are clearly excluded from this requirement. The Califomia Supreme Court decisions in Richmond v. Shasta Community Services District, 32 Cat. 4th 409 (200a) ("Ri9!aqeqd"), and Bishom-Desert View Water AEencv vs. lgqijl fuublished July 24, 2006) ("8!gb9E') have clarified some ofthe uncertainty surrounding the applicability ofSection 6 ofArticle )(III D to service fees and charges- In Richmond, the Shasta Community Services District charged a water comection fee, which included a capacity charge for capital improyements to the water system afld a fue suppression charge. The Court held that both the capacity charge and the fire suppression charge were not subject to Anicle XIII D because a water connection fee is not a property-related fee or charge because it results from the property owner's voluntary decision 38 to apply for the connection- In both Richmond and Biehom, however, the Court stated that a fee for ongoing water service through an existing connection is imposed "as an incident of property ownership" withia the meaning of Article XIII D, rejecting, in Biehorn, the water agency's argument that consumption-based water charges are not imposed "as an incident of property ownership" but as a result of the voluntary decisions of customers as to how much water to us€. Article XIII C extends the people's initiative power to reduce or repeal existing local taxes, assessments, fees and charges. This extension of the initiative power is not limited by the terms of Article XIII C to fees, taxes, assessment iees and charges imposed after November 6, 1996 and absent other authority could result in rehoactive reduction in any existiag taxes, assessments, fees or charges. In Biehom, the Court concluded that under Article XIII C local voters by initiative may reduce a public agency's water rates and delivery charges. The Court noted, however, that it was not holding that the authorized initiative power is free of all limitatiors, stating that it was not deterrnidng whether the electorate's initiative power is subject to the public agency's statutory obligation to set water service charges at a level that will "pay the operating expenses of the agency, ... provide for repairs and depreciation of works, provide a reasonable surplus for improvements, extensions, and enlargements, pay the interest on any bonded debt, and provide a sinking or other fund for the payment of the principal of such debt as it may become due." No assurance may be giveo that Articles XIII C and XIII D will not have a material adverse impact on the City's Net Water Revenues. THE AUTIIORITY Organization and Membership The Authority was formed purcuant to the provisions of Articles 1,2 ar.d 4 of the Act and the Joint Exercise of Powers Agreement, dated as of May 1, 1995 (the'JPA Agreement"), by and between the City and the Agency. The Authority was formed by and between the City and the Agency to assist in the hnancing and refinancing of public capital improvements. The Authority functions as a public entity, separate and apart from the City and the Agency, and is administered by a five-member goveming board consisting of the members of the City Council. The City Attorney serves as counsel to the Authority. The Authority has no employees and all staff work is perfomed by the City, the Agency, or coDsultants. PolYers Under the JPA Agreement, the Authority is €mpowered to assist in the financing and refinancing ofpublic capital improvements through the issuance of bonds in accordance with the Act. To exercise its powers, the Authority is authorized, in its own name, to do all nccessary acts, including but not limited to making and entering into contracts; employing agents and employees; and to sue or be sued in its own name. NIISCELLANEOUS Ratirg Standard & Poor's Ratings Group, a Standard & Poor's Financial Services LLC business ("S&P"), has assigned its municipal bond ratirg of "Ll" to the Bonds. Such rcting reflect only the view of such organization, and an explanation of the significance of such ratings may be obtained from S&P at Standard & Poor's Ratings Services, 55 Water Street, New York, New York 10041. The City fumished to S&P ce(aitr information and materials conceming the Bonds and the City. Generatly, S&P bases their ratings on such information and materials and otr investigations, studies and assumptions made by the rating agencies. There is no assurance that such rating will continue for any given period of time or that such rating will not be revised dorvnward or withdrawn entirely by S&P, if in its judgment circumstances so warant. Any such downward revision or rvithdrarval may have an adverse effect oo the market price ofthe Bonds. 39 Litigation At the time of delivery of and palment for the Bonds, officials of the City and Authority will ceniry that to the best of such officials' knowledge there is no action, suit, litigation, inquiry or investigation before or by any court, govemmental agency, public board or body served or threatened, against the Authority or City, respectively, or the titles of their officers to their respective ofEces or seeking to prohibit, restrain or enjoin the sale, execution or delivery of the Bonds or the payments of th6 Installrrent Payments or challenging the validity or enforceability of the Installment Sale Agreements or the Trust Agreement. Tar Matters In the opinion of Orick, Herrington & Sutcliffe LLP ("Bond Counsel"), based upon an analysis ofexisting laws, regulations, rulings and court decisions, and assuming, among olher matters, the accuracy of certain representations and compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Intemal Revenue Code of 1986 (the "Code") and is exempt from State of Catifomia personal income taxes. Bond Counsel is ofthe further opinion that interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate altemative ninimum taxes, although Bond Counsel observes that such itrterest is included in adjusted curent eamings when calculating corporate altemative minimum taxable income. A complete copy ofthe proposed form ofopinion ofBond Counsel is set forth in AIPENDIX E -'FORM OF LEGAL OPINION OF BOND COUNSEL." To the extent the issue price of any maturity of the BoBds is less than the amount to be paid at maturity of such Bonds (excluding amounts stated to be interest and payable at least arurually over the term of such Bonds), the difference constitutes "original issue discount," the accrual of which, to the extent properly allocable to each owner thereof, is treated as interest on the Bonds which is excluded from gross income for federal income tax purposes and exempt from State of California personal income taxes. For this purpose, the issue price of a particular maturity of the Bonds is the first price at which a substantial amount of such maturity of the Bonds is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the Bonds accrues daily over the terrn to maturity of such Bonds on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between compoundirg dates). The accruing original issue discount is added to the adjusted basis of such Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or pa).rnent on maturity) of sirch Bonds. Owners of the Bonds should coDsult their own ta.x advisors with respect to the tax consequences of ownership ofBonds with original issue discount, including the treatment of orners who do not purchase such Bonds in the original offering to the public at the frst price at which a substantial amount of such Bonds is sold to the public. Bonds purchased, whether at original issuance or otherwise, for an amount higher than their principat amount payable at maturity (or, in some cases, at their earlier call date) ("Premium Bonds") will be teated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case ofbonds, like the Premium Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, the amount of tax-exempt interest received, and an oumer's basis in a Premium Bond, will be reduced by the amount of amortizable bond premium properly allocable to such owner. Owners of Premium Bonds should consult their own tax advison with respect to the proper treatment of amonizable bond premium in their particular circumstances. The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The City has made certain representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure d1at interest on the Bonds will not be included in federal gross income. Inaccuracy of these representations or failure to comply rvith these covenants may result in interest on the Bonds being included in gross income for federal income tax purposes, possibly from the date oforiginal issuance ofthe Bonds. The opinion ofBond Counsel assumes the accuracy of these representations and compliance with these covenaflts. Bond Counsel has uot undertaken to determine (or to inform any person) whether any actions taken (or Dot taken) or events occurring (or not occurring), or any other matters coming to Bond Counsel's attentio[ after the date ofissuance of the Bonds may 40 adversely affect the value of, or the tax status of interest on, the Bonds. Accordingly, the opinion ofBond Counsel is not intended to, and may not, be relied upon in connection with any such actions, events or matters. Although Bond Counsel is of the opinion that interest on the Bonds is excluded from gross income for federal income tax purposes and is exempt from State of Califomia personal income taxes, the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may otherwise affect an owner's federal, state or local tax liability. The nature and extent of these other tax consequences depends upon the particular tax status of the owner or the owner's other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences. Current and future legislative proposals, if enacted into law, clarification of the Code or court decrsrons may cause interest on the Bonds to be subject, dircctly or indtectly, to federal income taxation or to be subject to or exempted from state income taxatioD, or otlerwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. As one example, the Obama Admidstration recently announced a legislative proposal which, for ta"r years beginning on or after January 1, 2013, generally would limit the exclusion from gross income of interest on obligations like the Bonds to some extent for taxpayers who are individuals and whose income is subject to higher marginal income ta,\ rates. Other proposals have been made that could significantly reduce the benefit of or otherwise affect, the exclusion from gross income of interest on obligations like the Bonds. The introduction or enactment of any such legislative proposals, clarification of the Code or court decisions may also affect, perhaps signifrcantly, the market price for, or marketabiiity of, the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, and regarding the impact of funrle legislation, regulations or litigation, as to which Bond Counsel erpresses no opinion. The opinion of Bond Counsel is based on current legal authority, covers certain matters not dtectly addressed by such authorities, and represents Bond Counsel's judgment as to the proper treatment ofthe Bonds for federal income tax purposes. It is not binding on the Intemal Revenue Service ("IRS") or the courts. Furthermore, Bond Counsel camot give and has not given any opinion or assurance about the future activities of the City, or about the effect of future changes in th€ Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The Cityhas covenanted, however, to comply with the requlements ofthe Code. Bond Counsel's engagement with respect to the Bonds ends with the issuance of the Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or the owners regarding the ta,\-exempt status of the Bonds in the event of an audit examination by the IRS. Under curent procedures, parties other thatr the City and its appointed counsel, including the owners, would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax- exempt bonds is difficult, obtaining an independent review of IRS positions rrith which the City legitimately disagrees, may not be practicable. Any action of the IRS, including but nol limited to selection of the Bonds for audit, or the course or result of such audit, or an audit ofbonds presenting similar tax issues may affect the market price for, or the marketability ol the Bonds, and may cause the City or orvners to incur significant expense. Legal Matters The vatidity of the Bonds and certain other legal matters are subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel. Certain legal matters will be passed upon for the Authority and the City by the City Attomey. The proposed form of Opinion ofBond Counsel is set forth in APPENDIX E hereto (subject to the matters discussed under "Tax Matters" above). Bond Counsel undertakes no responsibility for the accuracy, completeness or faimess of this Official Statement. Certain legal matters will be passed upon for the Underwriter by Stradling Yocca Ca son & Rauth, A Professional Corporation, as counsel to the Underwriter. Underrvriting The Bonds will be purchased by Stifel, Nicolaus & Company, Incorporated, as Underwfiter (the "Underwriter") under a Bond Purchase Agreement among the Cit, t}re Authodty and the Under*riter (the "Purchase Contract") pursuant to which the Underwriter for the Bonds has agreed to purchase the Bonds from the Authority at an aggregate purchase price of $_ (principal amount of the Bonds plus net original issue 1l prenuum of$less au underwriter's discount of$The Purchase Contract relating to the Bonds provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation of the Underwriter to make such puchase is subject to certain conditions in the Purchase Contract. Verification of Mathematical Accuracy Upon delivery of the Bonds,(the 'Verification Agent") will deliver a report stating that it has reviewed and conhrmed the mathematical accuracy of certain computations relating to adequacy of federal securities to pay when due the palments ofprincipal and interest to redeem or pay at maturity the Refunded Bonds. Such examination will be based solely upon the assumptions and the iniormation supplied by the underwriters on behalf of the Authority. The Verification Agent will resrict its procedures to examining the arithmetical accuracy of certain computations and wi[[ not make any study or evaluation of the assumptions and information upon which the computations are based, and accordingly, will not express an opinion on the data used, the reasonableness olthe assumptions, or the achievability of the forecasted outcome. Continuing Disclosure The City has covenanted for the benefrt of Bond Owners and beneficial owners of the Bonds to provide certain financial information and operating data relating to the City by not later than seven months following the end of the City's fiscal year (which shall be February I of each year, so long as the City's fiscal year ends on June 30) (the 'Annual Report"), commencing with the r€port for the fiscal year June 30, 2015, and to provide notices of the occurrence of certain enumerated events, if material. The Annual Report will be filed by the City or by the Trustee on behalf of the City with the Municipal Securities Rulemaking Board's ("MSRB") EMMA system. The notices of certain enumerated events will be filed by the City or by the Trustee on behalf of the City with the MSRB's EMMA system. The specific nature of the information to be contained in the Annual Repod or the notices of material events is summarized below under the caption 'APPENDD( D - FORM OF CONTINT ING DISCLOSITRE CERTIFICATE." These covenants have been made in order to assist the Underrriters in complying with S.E.C. Rule 15c2-12 (b) (5). The City has not failed during the previous five years to comply in all material respects with any preyious undertaking under such Rule. Financial Statements The City's financial statements for the fiscal year ended June 30, 2015, included in Appendix B hereto, have been audited by Brown Armstrong, independent auditors, as stated in their r€port appearing in Appendix B hereto. Brown Armslrong has not consented to the inclusion of its report as Appendix B and has not undertaken to update its report or to take any action intended or likely to elicit information concerning the accuracy, completeness or faimess of the statements made in this Offrcial Statement, and no opinion is expressed by Brown Armstrong with respect to any event subsequent to its report dated January 7, 2016, Additional Information References made herein to certain documents and reports are brief summaries thereof which do not purport to be complete or definitive, and reference is made to such documents and reports for full and complete statements of the contents thercof. Any statements in this Official Statement involvfug matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a conkact or agreement between the Authority and the purchasers or the Owners ofany ofthe Bonds. 42 The execution and delivery of this Official Statement has been duly authorized by the Authority. At the time of delivery and pa).ment for the Bonds, an authorized representative of the Authority and the City will deliver a certificate stating that to the best ofhis or her knowledge this Official Statement does not cortain any untrue statemetrt of a material fact or omit to state a material fact necessary to make the statemenls herein (excepting therefrom the information contained herein describing DTC, and its book entry system), in light of the circumstances under which they were made, not misleading. Such certificate will also cerdry that to the best of his or her knowledge &om the date of this Ofhcial Statement to the date of such delivery ard payment there was no material adverse change in the information set forth herein. BI]RLINGAIVIE FINANCING AUTHORITY By: Executive Director 43 APPENDIX A SUNII,IARY OF PRII-CIPAL LEGAL DOCUNIENTS The following summary discussion of selected features of the 2016 Installment Sale Agreement (lYater System), doted as ofJune l,2016 and the 20l6Inslallment Sale Agreement Wastewater System), dated as of June l, 2016 (collectivel!, the "Installment Sale Agreements") antl the Trust Agreement, dqted qs of June l, 2016 (the "Trust Agreement"), are mqde subject to all of the provisions of such documents and lo the discussions of such documents contained elseo-here in this Oficial Stqtement. Thk summary discussion does not purport to be a complete statement of said provisions and prospective purchqsers of the Bonds are refetred to the complete text of s(tid tloarmenls, copies ofwhich are available upon requestfrom the Trustee or the City. CERTAIN DEFINITIONS The following are definitions of certain of the terms used in the Installment Sale Agreements or the Trust Agreement, to \yhich reference is hereby made. The following definitions are equally applicable to both the singular and plural forms of any of the terms defined herein: The term "Bonds" means all bonds of the Authority authorized by aud at any time Outstanding pursuant to the Trust Agreement and executed, issued and delivered in accordance with the Trust Agreement. The term "Serial Bonds" means Bonds for which no sinking fund payments are provided- The term 'Business Day'' means a day that is not a Saturday, Sunday or legal holiday on which banking institutions in the State ofNew York or Califomia are authorized to remain closed, or a day on which the Federal Reserve system is closed. The term "Cenificate of the Authority" means an instrument in writing signed by the Chair, Vice- Chair, Executive Director, Secretary or Treasurer ofthe Authority, or by any other person (whether or not an officer of t]re Authority) who is specifrcally authorized by resolution of the Authority for that purpose. The term "Certificate of the City" mears an instrument in writing signed by the Mayor, Vice- Mayor, City Manager or Finance Director/Treasurer of the City, or by any such officials' duly appointed designee, or by any other officer or employee ofthe City duly authorized by the City Council oflhe City for that purpose. The term "City Bonds" means all reverue bonds of the City authorized, executed, issued and delivered by the City under and puNuant to applicable law, the interest and principal and redemption premium, if any, are payable from System Net Revenues on a parity with the payment ofthe 2016 hstallment Payments. The term "Code" meaos the Intemal Revenue Code of 1986, as amended. The term "Continuing Disclosure Certihcate" means that certain Continuing Disclosure Certificate executed by the City and the Trustee summarized in APPENDIX D hereto. The term "Contacts" means all installment sale contracts, loan agreements, capital leases or similar obligations ofthe City authorized and executed by the City under and pursuant to applicable law, the interest and principal and prepayment premium, if any, payments under and pu$uaot to which are payable from System Net Revenues on a parity with the payrnent ofthe 2016 Installment Pa).rnents, including, but not limited to, the 2007, the 2011 Conftacts and the 2013 Contracts. The term "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the City or the Authority and related to the authorization, execution and delivery of the Installment Sale Agreements, the Trust Agreement and the issuance and sale ofthe Bonds, including, but not limited to, costs of preparation and reproduction of documents, costs of rating agencies and costs to provide information required by rating agencies, filing and recording fees, fees and charges of the Trustee, legal fees and charges, fees and disbursements of consultants and professionals, fees and charges for preparatio[, execution and safekeeping of the A-l Bonds, fees of the Authority and any other authorized cost, charge or fee in connection with the issuance of the Bontls. The term "Costs oflssuance Fund" means the fund by that name established pursuant to the Trust Agreement. The term "Debt Service" means, for any Fiscal Year, the sum of (I) the interest accruing durirg such Fiscal Year on all outstanding City Bonds, assuming that all outstanding serial City Bonds are retired as scheduled and that all outstanding term City Bonds are redeemed or paid from sinking fund palments as scheduled (except to the extent that such interest is to be paid from the proceeds of sale of any City Bonds), (2) that portion of the principal amount of all outstanding serial City Bonds manrring on the next succeeding principal palment date that would have accrued during such Fiscal Year if such principal amount were deemed to accrue daily in equal amounE from the next preceding principal payment clate or during the year preceding the first principal payment dat€, as the case may be, (3) that portion of the principal amount ofall outstanding term City Bonds requted to be redeemed or paid on the next succeeding redemption date (together with the redemption premiums, if any, thereon) that would have accrued during such Fiscal Year if such principal amount (and redemption premiums) were deemed to accrue daily in equal amounts from the next preceding redemption date or during the year precedirg the first redemption date, as the case may be, and (4) that portion of the Installment Paymens required to be made at the times provided in the Contracts that would have accrued during such Fiscal Year if such Installment Payments were deemed to accrue daily in equal amounts from, in each case, the next preceding Installment Payment Date ofilterest or principal or the date ofthe pertirent Contract, as the case may be; provided, that (a) if any of such City Bonds are Capital Appreciation Bonds or if the Installment Payments due under any of such Contracts secure Capital Appreciation Bonds, then the Accreted Value payment shall be deemed a principal pa)ment and hterest that is compounded and paid as Accreted Value shall be deemed due on the scheduled redemption or payment date of such Capital Appreciation Bond; (b) if any of such City Bonds or if the Installnent Payments due under any such Contacts bear interest payable pursuant to a variable interest rate formula, the iderest rate on such City Bonds or such Contacts for periods when the actual interest rate cannot yet be determined, shall be assumed to be equal to the greater of (i) the actual rate on the date of calculation, or if such City Bonds or Contracts are not yet outstanding, the initial rate (if then established and binding), (ii) if the City Bonds or Contracts have been outstanding for at least twelve months, the average rate over the twelve months inunediately preceding the date ofcalculation, and (iii)(1) if interest on such City Bonds or Contracts is excludable from gross income under the applicable provisions of the lnternal Revenue Code, the most recently published "Bond Buyer 25 Boud Revenue Index" (or comparable index if no longer published) or (2) if interest is not so excludable, the interest rate on direct U.S. Treasury obligations with comparable maturities plus fifty (50) basis poins; (c) if any of such City Bonds or ConEacts is secured by an irrevocable letter of credit issued by a bank having a combined capital and surplus of at least one hundred million dollars ($100,000,000), the principal payments or deposits with respect to such City Bonds or Contracts nominally due in the last Fiscal Year in which such City Bonds or Conkacts mature may, at the option ofthe City, be treated as if they were due as specified in any loan agreement or reimbursement agreement issued in corurection with such letter of credit or pursuant to the repayment provisions of such letter of credit and interest on such City Bonds or Contacts after such Fiscal Year shall be assumed to be payable pusuant to the terms of such loan agreement or reimbursement agreement or repa)rment provisions and (d) if any of such City Bonds or Contracts is not secured by a letter of credit as described in clause (c) of this definition and 20% or more of the original principal of such City Bonds or the Installment Payments due under such Contracts is not due until the final stated maturity of such City Bonds or the Installment Pa).rnents due under such Contracts, such principal may, at the option of the City, be treat€d as if it were due based upon a level amortization of such principal over the term of such City Bonds or Installment Payments or twenty-five (25) years, whichever is greater. The term "DTC" means The Depository Trust Company, New York, Nerv York, The term "Event of Default" for purposes of the Installment Sale Agreements is defir:ed herein under "Installmett Sale Agreements--Events of Default and Acceleration of Prhcipal". The term "Event of Default" for purposes of the Trust Agreement is dehned herein under "Trust Agreement--Events of Default; Remedies of Bondholders". The term "Financial Newspaper" means The Walt Street Joumal or The Bond Buyer, or any other nervspaper orjournal printed in the English language, publishing financial news, and selected by the Authority. A-2 The term "Fiscal Year" means the twelve (12) month period terminating on June 30 of each year, or any other annual accounting period selected and designated by the Authority as its Fiscal Year in accordance with applicable law. The term "Govemment Securities" means: 1- U.S. Treasury Certificates, Notes and Bonds (including State and Local Govemment Series - (SLGs)) 2. Direct obligations of the U.S. Treasury which have been stripped by the U.S. Treasury itself 3. Resolution Funding Corp. C'REFCORP). Only the interest component of REFCORP strips which have been stripped by request to the Federal Reserve Bank of New York in book enty form are acceptable. 4. Pre-refunded municipal bonds rated "Aaa" by Moody's' and "AAA" by S&P. If, however, the issue is only rated by S&P (i.e., there is no Moody's ratilg) then the pre-refunded bonds must have been pre-funded with cash, direct U.S. or U.S. guaranteed obligations, or AAA rated pre-refunded municipals to satisfr this condition. 5. Obligations issued by the following agencies which are backed by the fulI faith and credit of the U.S.: U. S. ExportJmport Bar,t (Eximbank) Direct obligations or fully guaranteed certificates ofbetreficial owaership b. Fqrnters Home Administration (Fn:fl{) Federal Financing Book d.G eneral S ervices Administrqti on Participation Certifi cates U. S. Maritime A dminlslrdtion Guaranteed Title )C hnancing U.S- DepqtTment of Housing and Urban Development (HIJD) Project Notes Local Authority Bonds New Communities Debentures U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. govemment guaranteed public housing notes and bonds. The term "Independent Certified Public Accountant" means any certified public accountant or firm ofsuch accountants duly licensed and entitled to practice and practicing as such under the laws ofthe State or a comparable successor, appointed and paid by the Authority, and who, or each of whom - (l) is in fact independent according to the Statemetrt of Audititrg Standards No. I and not under the domination ofthe Authority or the City; (2) does not have a substantial financial interest, direct or indir€ct, in the operations of the Authority or the City; and a. c e. A-3 f. (3) is not connected with the Authority or the City as a member, offrcer or employee of the Authority or the City, but who may be regularly retained to audit the accounting records of and make reports thereon to the Authority or the City. The term "lnformation Services" means the Electronic Municipal Market Access System of the Municipal Rulemaking Board; and in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to called boads, or such services as the Authority may designate in a Certificate of the Authority delivered to the Trustee. The term "Installment Palments" means the installment sale, rental or other periodic payments scheduled to be paid by the City under and pursuant to the Conhacts, including the 2016 Installment Payments. The term "2016 Installment Payments" means the Installment Palments scheduled to be paid by the City under and pursuant to the Installment Sale Agreements. The term "Installment Sale Agreements" means, collectively, the 2016 IrxtalL:rent Sale Agreement (Water System) and the 2016Instalhnent Sale Ag€ement (Wastewater System), each dated as of June l, 2016, by and between the Authority and the City, as such may be amended or supplemented from time to time. (1) is in fact independent and not under the domination ofthe City; (2) does not have a substantial financial hterest, direct or indirect, in the operations of the City; and (3) is not connected with the City as a councilmember, officer, or employee ofthe City, but may be regularly retained to make reports to the City. The term "lnterest Palment Date" means April I and October I in each year, commencing October l,2016. The term "Joint Powers Agreement" means the Joint Exercise of Powe6 Agreement by and between the City and the Redevelopment Agency of the City of Burlingame, dated May 15, 1995, as originally executed and as it may from time to time be amended or supplemented pursuant to the provisions of the Trust Agreement and thereoL The term "Maintenance and Operation Costs" means the reasonable and necessary costs paid or incurred by the City for maintaining and operating the System, determined in accordance with Generally Accepted Accounting Principles, including all reasonable expenses ofmanagement and repair and other expenses necessary to maintain and preserve the System in good repair and working order, and including all administrative costs of the City that are charged directly or apportioned to the operation of the System, such as salaries and wages of employees, overhead, taxes (if any) and insurance premiums, and including all other reasonable and necessary costs of the City or charges requted to be paid by it to comply with the terms of the Installment Sale Agreements or of any resolution authorizing the issuance of any City Bonds or of such City Bonds, or of any resolution authorizing the execution of any Contract or of such Contract, such as compensation, reimbursement and indemnification of the trustee for any such City Bonds or Contracts and fees and experues oflndependent Certified Public Accountaots and Independent Engineers, Insuance Consultants and the Director of Finance, but excluding in all cases depreciation, replacement and obsolescence charges or reserves therefor, amortization of intangibles and intergovemmental transfers by the City which are not reimbursements or payments for overhead or other administrative expenses incurred by the City. The term "Insurance Consultant" means (a) the Risk Manager for the City or (b) any insurance consultant or firm of insurance consultants generally recognized to be well qualified in insurance consulting matters relatilg to water and other municipal systems, appointed and paid by the City, and who or each of whom -- The terrn "Maximum Anaual Debt Service" means the greatest total Debt Sewice payable in any Fiscal Year duriag the period commencing with the next ensuing Fiscal Year and terminating with the Fiscal Year in which pay'rnents are due under the last outstanding City Bonds or the last outstanding Contract, whichever is later. The term "Maximum Armual 2016 Irstallment Palments" means the greatest total 2016 Installmont Palments payable in auy 2016 Instalhrent Payment Year during the period commencing with the then 11.1 ,OrU Installment Payment Year and terminating with the 2016 Installrnent Palment Year ending on April 1, The term "Moody's" means Moody's Investors Service, Inc. a corporation duly organized and eristing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functiom of a securities rating agency, then the term "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency selected by the City. The term "Opinion of Counsel" means a written opinion of counsel of recognized national standing irr the field of law relating to municipal bonds, appointed by the City. (1) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (2) Bonds paid or deemed to haye been paid within the meaning of the defeasance provisions of the Trust Agreement; and (3) Bonds in lieu ofor in substitution for which other Bonds shall have been executed, issued and delivered by the Authority pursuant to the Trust Agreement. The term "Parity Obligatiom" means, collectively, City Bonds and Contracts The tenn "Permitted lnvestments" means any of the following, if and to the extent each is permissible for investment of funds of the Authority, as stated in its current ilvestment policy and pursuant to applicable laws (provided that the Trustee shall be entitled to rely upon any investment directiom from the Authority or City as conclusive certification to the Trustee that the investments described therein comply with the current investment policy of the Authority and are so authorized under the laws of the State of California): A. Direct obligations of the United States of America (including obligations issued or held in book-entry form on the book of the Department of the Treasury, and CATS and TIGRS) or obligations the principal ofand interest on which are unconditionally guaranteed by the United States of America. B. Bonds, debentures, notes or othff evidence of indebtedness issued or guaranteed by any of the foltowing federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are or y permitted if they have been stripped by the agency itself): U.S. Expon-Import Bank (Eximbank) Dtect obligations or fully guaranteed certificates ofbeneficial owaership Farmers Home Administratior (FmHA) Certifi cates of Beneficial Ownership Federal Financins Bank Federal Housine Adrlinistration Debentures (FHA) 2 3 4 A-5 The term "Outstanding," when used as of any particular time v/ith reference to Bonds, means (subject to the provisions of the Trust Agreement) all Bonds except 1 5 6 7 U.S. Maritime Administration Guaranteed Title XI financing U.S. DeDartment of Housins and Urban D evelooment (HUD) Project Notes Local Authority Bon<ls New Communities Debentures - U.S. govemment guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes aad bonds C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies which are not backed by the full faith and credit of the United States of America (stipped securities are only permitted if they have been stripped by the agency itself) : Federal Home Loan Mortsase Corporation (FHLMAC or Freddie Mac) Participation Certihcate Senior debt obligations Eederal National Morteaee Association (FNMA or Fannie Mae) Mortgage-backed securities and senior debt obligations Student [-oan Marketine Association (SLMA or Sallie Mae) Senior debt obligations Resolution Fundinq Com- (REFCORP) obligations Farm Credi t SYStem Consolidated systemwide bonds and notes D. Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of AJAATn-G' 4AA-6; or AA-m and if rated by Moody's rated Aaa, Aa I or Aa2 including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other managemeflt services or for which the Trustee or an afiiliate of the Trustee serves as investment administrator, shareholder sewicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee rec€ives fees from funds for services renclered, (ii) the Trustee collects fees for services rendered pursuant to this Trust Agreeruent, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Trust Agreement may at times duplicate those provided to such flrnds by the Trustee or an affiliate ofthe Trustee. E. Certificates of deposit secured at all times by collateral described in (A) and/or (B) above. Such certificates must be issued by commercial banls, savings and loan associations or mutual savings banks which may include the Trustee and its afhliates. The collateral must be held by a third party and the bondholders must have a perfected f[st security interest in the collateral. 8 I 3 4 5 6 A-6 General Services Administration Participation Certifi cates Govemmental National Mortsase Association (GNMA or Giffie Mae) GNMA - guaranteed mortgage-backed bonds GNMA - guaranteed pass-tbrough obligations Federal Home Loan Bank Svstem Senior debt obligations 2. F. Cenificates of deposit, sayings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including BIF and SAIF including those ofTrustee and its affiliates. lnvestment Agreements, including GIC's and Forward Purchase Agreements. Commercial paper rated, at the time of purchase, '?rime -1" by Moody's and "A-I" or I. Bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one ofthe wo highest rating categories assigned by such rating agencies. J. Federal funds or balkers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation Iating of "Prime - l" or "A3" or better by Moody's and "A-1" or "A ' or better by S&P. K. Repurchase Agreements ("Repos") must follow the following criteria. l. Repos must be between the municipal entity and a dealer bank or securities firm' a. Primary dealers on the Federal Reserve reporting dealer list which are rate "A" or better by S&P and "A2" or better by Moody's, or b. Banks rated "A ' or better by S&P and "A2" or better by Moody's. 2. The written repurchase agreement must include the following: a. Securities which are acceptable for transfer are: (l) Direct obligations offte United States ofAmerica referred to in clause A above, or (2) Obligations offedeml agencies referred to in clause B above (3) Obligations of FNMA and FHLMC b. The term ofthe Repos maybe up to 30 days. c. The collateral must be delivered to the municipal entity, trustee (if trustee is not supplying the collateral) or third party acting as agent for the trustee is (if the trustee is supplying the coltaterat) before/simultaneous with payment (perfection by possession of cenificated securities). d. Valuation ofCollateral. G H better by S&P. Repos provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to a municipal entity (buyer/lender), and the transfer of cash from a municipal entity to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the municipal entity in exchange for the securities at a specified date. A-7 (l) the securities must be valued weekly, marked-to-market at current market price plus accrued interest. (2) The vatue ofcollateral must be equal to l04oZ ofthe amount ofcash transferred by the municipal entity to the dealer bank or security firm under the repo plus accrued interest. If the value of securities held as collateral slips below 104% of the value of the cash traDsf€rred by the municipal entity, then additional cash and,/or acceptable securities must be transfefied. If, however, the securities used as collateral are FNMA or FHLMC, then the value of the collateral must equal 105%. 3. A legal opinion which must be delivered to the municipal entity that states that the Repo meets guidelires under state law for legal iovestment of public funcls. The Local Agency Investment Fund ofthe State of Califomia; Califomia Arbitrage Management Program; and Any other investment approved by the City The term'?rincipal Payme[t Date" means any date on which principal ofthe Bonds is required to be paid (whether by reason of maturity, redemption or acceleration). The term "Rating Agencies" means, as of any date, (a) Moody's, if Moody's then mai-ntains a rating on the Bonds, and (b) S&P, if S&P then maintains a rating on the Bonds- The term "Rathg Category'' means one of the general long-term (or short-term, if so specifically provided) rating categories of either Moody's and S&P, without regard to any refinement or gradation of such rating category by a numerical modifier or otherwise. The term "Record Date" means the close ofbusiness on the fifteenth (15th) calendar day (whether or not a Business Day) of the month preceding any Interest Pal,lllent Date. The term "Responsible Ofiicer" means any officer of the Trustee assigned to administer its duties under the Trust Agreement. The term "Revenues" means (i) alt 2016 Installment Palments and other payments paid by the City and received by the Authority pursuant to the Installment Sale Agreements, and (ii) all interest or other income from any investment, pursuant to the Trust Agreement, of any money in any fund or account (other than the Rebate Fund) established pursuant to the Trust Agreement or the lnstallment Sale Agreements. The term "securities Depositories" means: The Depository Trust Company, or such other securities depositories as the Authority may designate to the Trustee. The term "S&P" means Standard & Poor's Ratings Group, a corporation duly organized and existing under and by virnre ofthe laws of the State ofNew York, and its successors and assigns, except that if such entity shall be dissolved or liquidated or shall no longer perform the functions ofa securities rating agency, then the term S&P shall be deemed to refer to any other nationally recognized securities rating agency selected by the City. The term "State" means the State of Califomia. The term "supplemental Trust Agreement" meaos any trust agreement then in full force and effect which has been duly executed and delivered by the Authority ard the Trustee ameudatory ofthe Trust Agreement or supplemental thereto; but only if and to the extent that such Supplemontal Trust Agreement is executed and delivered pusuant to the provisions of the Trust Agreement. The term "Wastewater Service" means the municipal wastewater service fumished, made available or provided by the Wastewater System. The term "System'' means the Water System or the Wast€water System. L. M N, A-8 The term "system Gross Revenues" means all gross income and revenue received by the City from the ownership and operation of the System, determined in accordance with Generally Accepted AccouDting Principles, including, without limiting the generality of the foregoing, (a) all income, rents, rates, fees, couection fees, charges or other moneys derived from the services, facfities and commodities sold, fumished or supplied tlgough the facilities of the System, (b) the eamings on and income derived from the investment of such income, rents, rates, fees, charges or other moneys (including all investment earnings credited by the Trustee to the Revenue Fund), (c) the proceeds derived by the City dfuectly or indirectly from the sale, lease or other disposition ofa part of the System as permitted in the Installment Sale Agreements, and (d) any transfes from (but excluding ransfe$ to) a rate stabilization fund for the System; provided, however, that the term "System Gross Revenues" shall not include customers' deposits or any other deposits subject to refund until such deposits have become the property ofthe City. The term "system Net Revenues" means for any period of computation, the amount of the System Gross Revenues during such period less the amount of Maintenance and Operation Expenses becoming payable during such period. The term "system Revenue Fund' means the fund by that name established PuNuant to the Installment Sale Agreement. The term "Tax Certificate" means the Tax Certificate delivered by the Authority at the time of the issuance and delivery of a Series of Bonds, as the same may be amended or supplemented in accordance with its temN. The term "Treasure/' means the Treasurer and Controller of the Authority designated pursuant to the Joint Powers Agreement. The term "Trust Agreemenf'means the Trust Agreement, dated as ofJune 1,2016, befween the Authority and the Trustee, as originalty executed and as it may from time to time be amended or supplemented by all Supplemental Trust Agreements executed pursuant to the provisions ofthe Trusl Agreement. The term "Trustee" means The Bank of New York Mellon Trust Company, N'A , or any other association or corporation which may at any time be substituted in its place as provided in the Trust Ageement. The term "2007 Contracts" means, collectively, the Installment Sale Agleement (Water System) and the Installment Sale Ageement (Wastewater System), each dated as of March 1,2007, by and between the City and the Authority, as origimlly executed and as such may be amended or supplemented from time to time. The term "20ll Contracts" means, collectively, the Iostallnent Sale Agreement (Water System) and the Installment Sale Agreement (Wastewater System), each dated as of November I , 20 1 I , by and between the City and the Authority, as originally executed and as such may be amended or supplcmented from time to time. The terrn "2013 Contracts" means, collectively, the Installment Sale Agreement (Water System) and the Installment Sale Agreement (Wastewatff System), each dated as of May 1,2013, by and between the City and the Authority, as originally executed and as such may be amended or supplemented from time to time. The term "Wastewater System" means prope(ies and assets, real and personal, tangible and intangible, of the City used or pertaining to the collection, ueatment or disposal of sewage and waste, including all additions, extensions, expansions, improvements and betterments thereto and equippings thereof, together with any other properties or assets detemrined by the City Council of the City to be part of the Wastewater System. The term "Water Service" means the municipal water service fumished, made available or provided by the Water System- The term "Water System" meaos properties and assets, real and personal, tangible and intangible, of the City used or penaining to the purchase, generation, transmission, distribution and sale of water, including all A-9 additions, extensions, expansions, improvements and betterments thereto and equippings thereot together with any other properties or assets determined by the City Council of the City to be part ofthe Water System. The term "Written Request of the Authority'' means an instrument in writirg signed by or on behalf of the Authority by its Chair, Vice-Chair, Executive Director, Treasurer or Secretary or by any other person (whether or not an officer of the Authority) who is specifically authorized by resolution of the Authority for that purpose. Th€ term "Written Request ofthe City'means an instrument in writing to the Trustee signed by jhe Mayor, Vice-Mayor, City Manager, or the Finance Director/Treasurer of the City, or by any such officer's duly appointed desiglee, or by any other officer or employee ofthe City duly authorized by the City for that purpose. IT\STALLNIENT SALE AGREEMENTS The 2016 Installment Sale Agreement (Water Slstem) and the 2016 lnstallment Sale Agreement (Wastewater System), each dated as of June l, 2016, by and between the City, as purchaser, and the Authority, as seller, are collectively referred to herein as the "Installment Sal€ Agreements". The provisions of the Installment Sale Agreements are substantialty similar. Certain provisions of each Installment Sale Agreement are briefly summarized herein. Purchase of the 20 07 Proiect: Termination 2007 Contract The purpose of the Installnent Sale Agreements is to provide for the refunding of the unpaid Install-ment Sale Payments under the 2007 Contracts, together with interest accrued thereon. To effect such purpose, the Authority shall issue the Bonds to be sold and the proceeds of the sale thereof to be deposited and applied in accordance with the Trust Agreement. In consideration of the deposit of the proceeds of the sale of the Bonds pusuant to the Trust Agreement and the application of such moneys pursuant thereto, the City agrees to sell, assign, and transfer to the Authority, and the Authority agrees to purchase from the City, all of the City's right, title and hterest in the 200? Project. In consideration of the obligation of the City to pay the Purchase Price as provided in the Installment Sale Agreements, the Authority agrees to sell, assign and tansfer to the City, and the City agrees to purchase from the Authority, all ofthe Authority's right, title and interest in the 2007 Project. Purchase Price The Purchase Price to be paid by the City to the Authority under the Installment Sale Agreement is the sum of the principal amount of the City's obligation thereunder plus the interest to accrue on the unpaid balance of such principal amount from the date thereof over the term thereof, subject to prepayment as provided in the Installment Sale Agreement. Payment of 2016 Installmen t Pavments The City shall, subject to prepayment as provided in the Installment Sale Agreement, pay the Authority the Purchase Pice, without offset or deduction of any kind, by payrng the principal installments of the 2016 Installment Pa,"rnents due annually on April 1, together with interest installments of the 2016 Installment Pa).rnents, which interest installments shall be paid semiarurually on each April I and October l, commencing October 1,2016. In order to carry out and effectuate the obligation of the City contained in each Installment Sale Agreement to pay the Purchase Price by paying the 2016 Installment Payme[ts, the City agrees and covenants that all System Gross Revenues received by it shall be deposited when and as received in trust in the System Revenue Fund, which is pledged and a security interest is granted therein and which fund the City agrees and covenarts to maintain so long as any 2016 Installment Payments remain unpaid, and all money on deposit in the System Revenue Fund shall be applied and used only as provided in the lnstallment Sale Agreement. The City shall pay all Maintenance and operation costs (including amounts reasonably required to be set aside in co[tingency reserves for Maintenance and Operation Costs the pa),ment ofwhich is not then irnmediately required) from the System Revenue A-10 Fund as they become due and payable, and all remaining money on deposit in the System Revenue Fund shall be set aside and deposited by the City at the following times in the following order of prioriry: On or before the fourth Business Day before each date on which a 2016 lnstallment Payment becomes due and payable under the Installment Sale Agreement, the City shall, from the money in the System Revenue Fund, transfer to the Trustee for deposit in the Revenue Fund established pursuant to the Trust Agreement a sum equal to the 2016 IDstallment Payments becoming due and payable under the Installment Sale Agteement on such due date, except that no such deposit need b€ made to the extent the Trustee then holds money for such purpose in the Revenue Fund available to pay the 2016 Installment Payment becoming due and payable under the Installment Sale Agreement on such date. The City shall also, from moneys in the System Revenue Fund, pay to the party entitled thereto or transfer or cause to be transferred to any applicable debt service or other payment fund or account for any Parity Obligations, without preference or priority b€tween traDsfe$ made pursuant to this sentence and the preceding sentence, and in the event of any insuffrciency of such moneys ratably without any discrimination or preference, on the dates specihed in the proceedings relating to such Parity Obligations, the sum or sums required to be paid or deposited in such debt service or other payment fund or account with respect to princiPal, premium, if any, and interest on Parity Obligations in accordance with the terms ofsuch Parity Obligations. The City shall also, from remaining moneys in the System Revenue Fund, transfer or cause to be haosferred to any applicable reserve fund or account for any Parity Obligations for which a separate reserve has been funded, and in the ev€nt of any insufficiency of such moueys ratably witbout any discrimination or preference, the sum or sums, if any, equal to the amount requied to be deposited therein in accordance with the terms of such Parity Obligations. After making the foregoing deposits and transfeB hereimbove required to be made, or, if sooner, at such time as amounts remaining on deposit in the System Revenue Fund shall be sufficient to make the remaining transfers hereinabove required to be made in such Fiscal Year with respect to 2016 Installment Payments and Parity Obtigations, the City shill apply any remaining money in the System Revenue Fund for any la*firl purpose of the City. The City shall distibute System Net Revenues available for Oustanding 2016 Instaltment payments aItd debt service on all Outstanding Parity Obligations on a pro rata basis without regard to whether each .r.ih f-ity Obligution has a funded debt service reserve or a surety bond or o&er sirailar funding instrument. The City may maintain and hold a separate fund to be known as the "Rate Stabilization Fund." From time to time the City may deposit in the Rate Stabilization Fund from such remaining System Gross Revenues such amounts as the City shall determine, provided that deposits for each Fiscal Year may be made until (but not after) 150 days following the end ofsuch Fiscal Year. The City may withdraw amounts from the Rate Stabilization fuj only foi inctusion L System Gross Revenues for any Fiscal Year, such withdrawals to be made until (but not after) l5b days after the end of such Fiscal Year. All interest or other eamings upon deposits in the Rate stabilization Fund shalt be withdrawn therefrom and account€d for as system Gross Revenues. PIedse ofSvstem Net Revenues All System Net Revenues are irrevocably pledged to the payment of the 2016 Installment payments; provided, that out of the System Net Revenues there may be apportioned such sums for such purposes as are permittid by the Installment Sale Agreemenl This pledge shall constitute a lien on the System Net Revenues for the payment of the 2016 Installment Paynents and Parity Obligations. Conditions the Execution ofPariw Obli gatrons The City shall not incur any obligation, the pa)'rnent of which is payable from and secured by a lien and charge on the System Net Revenues prior to the lien and charge on System Net Revenues securinglhe 2016 Installment Piyments under the Installment Sale Agreement. The City may at any time execute and deliver any Parity Obligation, the palrnent of which is payable from and secured by a lien and charge on the System Net A-I1 Revenues on a parity with the lien and charge on System Net Revenues securing the lnstallment Payments due under the Installment Sale Agreement, provided: (a) Either - (l) as evidenced by a Certificate of the City, during any twelve (12) consecutive calendar months out of the immediately preceding 18 calendar month period, the Slstem Net Revenues were at least equal to 120% of the Maxirnum Annual Debt Service for all Outstanding 2016 t$tallment Payments and all Outstanding Parity Obligations plus the Parity Obligation proposed to be executed; or (2) as evidenced by a Certificate of the City, the projected System Net Revenues during the first Fiscal Year in which Debt Service on the Parity Obligation is payable (other than from Bond proceeds), is at least equal to 120% of the Maximum Amual Debt Service for all Outstanding 2016 Installm€nt Payments and all Outstanding Parity Obligations plus the Parity Obligation proposed to be executed; (b) The proceeds of such Parity Obligation proposed to be executed shall be used solely to hnance or refinance (including reimbursement to the City of amounts advanced for such costs) one or more additions, betterments or improvemenls to the System as designated by the City and to pay any incidental costs and expenses related thereto including the costs ofissuance, execution or delivery ofsuch proposed Parity Obligation; (d) If required by the terms ofsuch Parity Obligation, a separate reserve has been established for such Parity Obligation and that provision has been made to fund such reserve; and (e) The City is not in default under the lnstallnent Sale Agreement. Notwithstanding the foregoirg provisions, neither clause (a) nor clause (b) above shall limit the ability of the City to €xecute any Parity Obligations at any time to refund any Outstanding 2016 lnstallment Pa),ments or Outstanding Parity Obligations if the annual Debt Service for each Fiscal Year during which such Parity Obligation is Outstanding will not be increased by reason ofthe issuance ofsuch Parity Obligation. Subordinate Oblieations The City may incur Subordinate Obligations without meeting any ofthe tests set forth above. C omnliance wi th Imtallment Sale Asreement and Trust Asreement The City will punctually pay the 2016Installment Payments in strict conformity with the terms of the Installment Sale Agreement and will faithfully observe and perform all the agreements, conditiors, covenants and terms contained therein required to be observed and performed by it, and will not terminate the Installment Sale Agreement for any cause including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the System, commercial frustration of purpose, any change in th€ tax or other laws of the United States of America or of the State of Califomia or any political subdivision of either or any failure of the Authority to observe or perform any agreement, condition, covenant or term contained in the lmtallment Sale Agreement required to be observed and performed by it, whether express or implied, or any duty, liability or obligation arising out of or connected therewith or the insolvency, or desmed hsolvency, or bankruptcy or liquidation of the Authority or any force majeure, including Acts of God, tempest, storm, earthquake, war, rebellion, riot, civil disorder, acts ofpublic enemies, blockade or embargo, strikes, industdal disputes, lockouts, lack of transportation facilities, fire, explosion, or acts or regulations of govemmental authorities. A-12 (c) There shall have been delivered to the City an Opinion of Counsel substantially to the effect that (l) the City has the right aod power under applicable law to execute and deliver the Parity Obligation, and the Parity Obligation has been duly and lawfufly executed and delivered by the City, is in full force and effect and is a valid and binding special obligation of the City, and (2) such Parity Obligatior has been duly and validly authorized and issued in accordance with the Installment Sale Agreement; The City will faithirlly observe and perform all the agreements, conditions, covenants and terms contained in the Trust Agreement required to be observed and performed by it, and it is expressly understood and agreed by and among the parties to the Installnent Sale Agreement and the Trust Agreement that each of the agreements, conditions, covenants and terms contained in each such agreement is an essential and material term of the obligation of the City to repay the costs of the acquisition and construction of the Project and the costs and expenses incidental thereto paid by the Authority pursuant to, and in accordance with, and as authorized under law and the InstalLnent Sale Agreement. Asainst Encumbrances The City will pay or catxie to be paid when due all sums of money thal may become due or purporting to be due for any labor, services, materials, supplies or equipment fumished, or alleged to have been fumished, to or for the City in, upon, about or relating to the System and will keep the Slstem &ee of any and all liens against any ponion ofthe System. In the event any such lien attaches to or is filed against any portion ofthe System, the City will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that ifthe City destes to contest any such lien it .uy do .o. If any such lien shall be reduced to final judgment and such judgment or any process as may be issued for the enforcemint thereof is not promptly stayed, or if so stayed and such stay thereafter expires, the City wil forthwith pay or cause to be paid and discharged such judgment. The City will, to the maximum extent permitted by law, indemniry and hold the Authority and the Trustee harnless from, and defend each of them against, any claim, demand, loss, damage, liability or expense (including aftomeys' fees) as a result of any such lien or claim of lien against any portion of the System. Tax C nts (a) The City will not dircctly or indirectly use or permit the use of any proceeds of the obligation provicled in the Installment Sale Agreement or any other funds of the City or take or omit to take any actiJn that would cause such obligation to be an "arbitrage bond" within the meadng of Section 148(a) ofthe Code or a ,,federal-guaranteed obligation" within the meaning of Section 149(b) of the Code or a "private activity bond" as described in Section 141 ofthe Code. Asainst Sale or Other Disposition ofProDerw The City will not sell, lease or otherwise dispose of the System or any part thereof essential to the proper operation of the System or to the maintenance of the System Net Revenues, aod will not enter into any ug.""."nt or l"ur. *hich would impair the operation of the Slstem or any part thereof necessary to secure adequate Slstem Net Revenues for the payment of the 2016 Installment Payments, or which would otherwise impair the rights of the Authority with respect to the System Net Revenues or the operation of the System;-provided, that any re-al or personal propeny which has become nonoperative or which is not needed for the efticient and proper operation of the Srstem, or any material or equipment which has become wom out, may be sold if such sale will not reduce the System Net Revenues below the rdquirements to be maintained under th€ Installment Sale Agreements relating to the amount ofrates, fees and charges for the related service. To that end, as long as any 2016 Installment Payments are unpaid, the City will comply with all requirements of such sections of the Code to the extent applicable to the obligations provided in the Installment Sale Agreement. In the event that at any time the City is of the opinion that for purposes of this section it is necessary to restrict or to limit the yield on the investment ofany moneys held by the City under the Installment Sale Agreement or by the Trustee under the Trust Agreement, the City shall so instruct the Trustee in writing and the trustee, as appropriate, sball act in accordance with such iDstructions. The City and the Authority covenant that they will at all times do and perform all acts necessary or desirable in order to assume that the interest on the Boods will not be included in gross income of the registered owners thereof for federal income tax purposes and will take no action that would result in such interest being so included. A- 13 (b) Notwithstanding any provision of this section, if the City receives an opinion of Bond Counsel that any specifred action required under this section is no longer required or that some further or different action is requted to maintain the exclusion from gross income for federal income tax purposes on the Bonds, the City may conclusively rely on such opinion in complying with the requirements of this section, and the covetrants under the Installment Sale Agreement shall b€ deemed to be modified to that extent. The City will maintain and preserve the System in good repair and working order at all times and will operate the System in an emcient and economical mamer and will pay all Maintenance and Operation Costs as they become due and payable. Not later than September I of each year, the City will adopt and, if requested, make available to the Authority and the Trustee, a budget approved by the City Council of the City setting forth the estimated Maintenance and Operation Costs and the estimated pal.rnents for Parity Obligations for the then current Fiscal Year; provided, that any such budget may be amended at any time during any Fiscal Year and, if requested, such amended budget shall be made available to the Authority and the Trustee. The City will comply with, keep, observe and perform all agreements, conditions, covenants and terms, express or implied, required to be performed by it contaitred in all contracts for the use ofthe System and all other contracts affecting or involving the System to the €xtent that the City is a party thereto. Insurance Accounting Records and Financial Statements The City will keep appropriate accounting records in which complete and correct entries shall be made of all transactions relating to the System, which records shall be available for inspection by the Authority and the Trustee at reasonable hours and under reasonable conditions. The City will prepare and file with the Authority and the Trustee anaually within 180 days after the close ofeach Fiscal Year (commencing with the Fiscal Year ending June 30, 2013) financial statements of the City for the preceding Fiscal Year prepared in accordance with generally accepted accounting principles, together with an Accountant's Report thereon, The City will pay and discharge all taxes, assessments and other governmental charges which may be tawfulty imposed upon the System or any part thereof when the same shall become due. The City will duly observe and conform with all valid regulations and requirements of any governmental authority relative to the operation of the System or any part thereof, but th€ City shall not be required to comply with any regulations or requtements so long as the validity or application thereofshall be contested in good faith. Pavment ofTaxes and Compliance with Governmental Resulations A-14 Maintenance and Operation of the Svstem: Budses Compliance with Contracts The City will procure and maintain such insurance relating to the System which it shall deem advisable or necessary to protect its inter€sts and the interests of the Authority and the Trustee, which insurance shall afford protection in such amounts aad against such rislc as are usually covered in connection with municipal wate! or wastewater systems similar to the System; provided, that any such insurance may be maintained under a self-insurance program so long as such self-insurance is maintained in the amounts and manner usually maintained in connection with municipal water or wastewater systems similar to the System and is, in the opinion of an Insurance Consultant, fiuancially sound. All policies of ir:surance required to be maintained in the Installrnenl Sale Agreement shall provide that the Authority and the Trustee shall be given thiny 30 days' written notice of any intended cancellation thereof or reductioo of coverage provided thereby. The City will at all times frx, prescribe and collect rates and charges during each Fiscal Year which will be at least sufficient to yield: (a) System Net Revenues for such Fiscal Year at least equal to one hundred twenty percent (120%) of Debt Service for such Fiscal Year and (b) System Net Revenues, excluding connection fees and trarsfers from the Rate Stabilization Fund, equal to one hundred percent (100%) of Debt Service for such Fiscal Year. The City may make adjusbxents ftom time to time in such fees and charges and may make such classification thereof as it deems necessary, but shall not reduce the rates and charges then in effect udess the System Net Revenues from such reduced rates and charges will at all times be sufficient to meet the requirements of the Installment Sale Agreement. The City will have in effect at all times rules and regulations requiring each consumer or customer located on any premises connected with the System to pay the rates, fees and charges applicable to the related servic€, to such premises and providing for the billing thereof and for a due date and a delinquency date for each bill. The City will not permit any part of the System or any facility thereof to be used or taken advantage of free of charge by any corporation, firm or person, or by any public agency (including the United States of America, the State of California and any city, county, district, political subdivision public corporation or agency of any thereof); provided, that the City may without charge use the related service. Continuine Disclosure The City covenants and agrees that it will comply with and carry out all of its obligations under the Continuing Disclosure Certificate to be delivered by the City in comection with the execution and delivery of the Bonds. Notwithstanding any other provision of the Installment Sale Ageement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default under the lnstallment Sale Agreemenq provided, however, that any benefrcial omer of Bonds may take such actions as may be necessary and appropriate, inctuding seeking mandate or specific performance by cout order, to cause the City to comply with is obligations in the Installment Sale Agreement and the Continuing Disclosure Certificate. Events ofDefault and celeration of Princioal Ifone or more of the following Events ofDefault shall happen, that is to say- (1) ifdefault shall be made in the due and punctual payment ofany 2016 Installment Payment or ofany Parity Obligation when and as the same shall become due and payable; (2) if default shall be made by the City in the performance ofany of the agreements or covenants contained in the lnstallment Sale Agreement required to be performed by it, and such default shall have continued for a period of 60 days after the City shall have been given notice in writing ofsuch default by the Authority or the Trustee; or (4) ifthe City shall Iile a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicabte law of the United States of America or any state therein, or ifa court of competent jurisdiction shall approve a petition filed with or without the consent of the City seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law ofthe United States of America or any state thereir, or ifunder the provisions ofany other law for the reliefor aid of debtors any court of competent jurisdiction shall assume custody or control ofthe City or of the whole or any substantial pan of its property; A-15 Amount ofRates. Fees and Charges Collection ofRates. Fees and Charses (3) ifdefault shall be made by the City in the performance ofany ofthe agreements or covenants contained in any Parity Obligation required to be performed by it, other than as set forth in ctause (l) above, and such defautt shall have contirued after any notice and grace period provided by such Parity Obligation; or then and in each and every such case during the continuance ofsuch Event ofDefault specified in clause (l) or (4) above, the Trustee shall, and for any other such Event of Default the Trustee ma, by notice in writing to the City, declare the entire principal amount of the unpaid 2016 Installment Payments and the accrued interest thereon to be due and payable imnediately, and upon any such declaration the same shall become immediately due and payable, anything contained in the Installmetrt Sale Agreement to the cootrary notwithstanding; subject to the condition, however, that if at any time after the entire amount of the unpaid principal amount ofthe 2016lnstallment Pa),ments and the accrued interest thereon shall have been so declared due and payable and before any judgment or decree for the payment of the money due shall have been obtained or entered, the City shall deposit with the Trustee a sum suffici€nt to pay the unpaid amount of the 2016 Installrnent Pa).ments due otherwse than as a result of such declaration and in the applicable debt service fund(s) the unpaid principal amount of any paymeots due under any Parity Obligation referred to in clause (l) above due and payable prior to such declaration and the accrued interest thereon, with interest on such overdue installments at the rate or rates applicable to such unpaid 2016 Instatbnent Pa).tnents if paid in accordance with their terms and on the Parity Obligations in accordance with ftet terms, and the City shall have paid the reasonable expenses of the Authority, the Trustee and any frduciaries for parity Obligations resulting from such declaration, and any and all other defauts knom to the Trustee (other than in the pa)ment of the enthe amount of the unpaid 2016 Installnent Palments due and payable solely by reason of such declaration) shall have been made good or cured to the satislaction of the Trustee or proviiion deemed by the Trustee to be adequate shall have been made therefor, then and in every such case the Trustee, by writlen notice to the City, may rescind and annul such declaration and its consequences; but no such rescission and annutment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. Application of S ystem Net Revenues and Rate S tabilization Fund Acceleration A.ll System Net Revenues and all moneys on deposit in the Itate Stabilization Fund upon the date oflhe declaration ofacceleration by the Trustee as described above and all System Net Revenues thereaiier received shall be applied in the following order - fu!, to tbe payment of the costs and expenses of the Trustee, if any, in carrying out the proyisions of the Installment Sale Ageemetrt relating to the application of System Net Revenues upon ac"il".ation, ir"luding reasonable compensation to its agents, accountants and counsel and including any indemnihcation expenses; and Second, to the payment of the interest on the 2016Irutallment Payments and interest then due and payable on the entire principal amount ofthe unpaid Parity Obligations, and the unfaicl principal components of the 20 I 6 Installment Payments and the principal amount of the Parity Obligations which has bectme dui and payable, whether on the original due date or upon acceleration, with interest on the overdue principal amount of the 2016 Installment Payments at the rate or rates applicable to such 2016 Installnent Paymenti and tle principal atrd interest amounts of the unpaid Parity Obligations at the rate or rates of interest then applicable to suc'h t*ity Obligations, and, if the amount available shall not be sufficient to pay in full all the amounts clue with respect to the 2016 Installment Payments and the Parity Obligations, together with such interest on the 2016 lnstaument pa).ments and hterest on Parity Obligations, then to the payment thereof ratably, according to the principal and interest due, without any discrimination or preference. Other Remedies The Trustee shall have the right - (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its righs against the city or any councilmember, officer or employee thereof, and to compel the city or any such councilmember, officer or employee to Perfonn and carry out its or his duties under liw ancl the agreements and covenants required to be performed by it or him cootained in the INtallrnent Sale Agreement; O) by suit in equity to enjoin any acts or things which are unlaufirl or violate the rights of the Authority or the Trustee; or A-16 Discharee of Oblieations (a) If the City shatl pay or caus€ to be paid all the 2016 Instalhlent Payments at the times and in the manner provided in the Installment Sale Agre€ment, the right, title and interest of the Authority in the Instatlment Sale Agreement and the obligatioDs of the City thereunder shall thereupon cease, terminate, become void and be completely discharged and satisfied. (b) Any unpaid principal installment ofthe 2016 Installment Payments shall on its payment date or date of prepayment be deemed to have been paid within the meaning of and with the eff€ct expressed in subsection (a) oi this section if the City makes payment of such 2016 IDstallment Payments and the prepalment premium, if applicable, in the manner provided in the Installment Sale Agreement' (c) All or any portion of unpaid principal installments of the 2016 Installment Payments shall, prior to their payment dates oi dates of prepayment, be deemed to have been paid within the meaning of and with tte effect e*pi""red in subsection (a) of this section if (i) notice is provided by the Crty to the Trustee as required by the Trust Agreement, (ii) there shall have been deposited with the Trustee either money in an amount wnicn snait Ue sufficient, or Govertrment Securities, the interest on and principal of which when paid will provide money which, together with money, if any, deposited with the Trustee, shall be sufficient to pay when due the principat lnstattm-ents of such 2016 Installment Pa)arents or such Portions thereof on and prior to their payment iates or their dates of prepayment, as the case may be, and the prepaymeot premiums, if any, applicable thereto' and (iii) an opinion of nationauy recognized bond counsel is filed with the Trustee to the effect that the action taken prrsrrnt io tt is subsection will noi cause the interest on the Bonds to be ircludable in gross income under the Code for federal income ta,x PurPoses. (c) by suit in equity upon the happening of an Event of Default to require the City and its councilmembers, officers and employees to account as the trustee ofan express trust. o Limited Net NotwithstandinganythingcontainedinthelnstallmetrtSaleAgreement,theCityshallnotbe required to advance any moo"ys-d"rired doa -y aort"" of income other than the System Net Revenues for the pry-* "f,fr" Z016 Installment Paymeots or foithe performance of any agreemens or covetraDts required to be iekormed by it contained in the Installnent Sale Agreement. The City may, however, advance moncys for any such ir.po." ,o long "" such -oaeys are derived froml source legally avaitable for such purpose and may be legally used by the City for such PurPose- The obligation of the City to make the 2016 Installment Payments is a special obligation of the City payable solely from ihe System Net i"u"oo"s as provided in the Installnotrt Sale Agreement, and does no1 con"tintte a OeUt oithe City or;fthe State of Califomia or ofany political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction. Assisnment The Installment Sale Agreement and aoy rights thereunder shall be assigned by the Authority to the Trustee as provided in the Trust Agreement; to which assignment the City expressly acknowledges and consents' TRUST AGREEMENT CertainprovisionsoftheTrustAgreementsettingfonhthetermsoftheBonds,theredemption provisions thereof and the use of the proceeds of thi Bonds are set forth elsewhere in this Offrciat Statement. See iTHE BONOS- und *SECT,RITY AND SOURCES OF PAYMENT FOR THE BONDS,'hCTEiN. A-17 The Bank of New York Mellon Trust Company, N.A. has been appointed by the Authority as Trustee. The Trustee will receive all of the Bond proceeds and the Revenues for disbursement in conformity with the Trust Agreement. In addition, the Trustee will act as registrar ofthe Bonds. Payments ofprincipal of, interest or redemption premiums, ifany, on the Bonds will be made tbrough the principat corporat€ trust oflice ofthe Trustee. The Tnutee Assignment The Authority assigns to the Trustee all ofthe Authority's right, title and interest in the Instatlment Sale Agreements as security for payment ofthe Bonds. Estab ofFunds a Accounts: Flow ofFunds Revenue Fund Pledse ofRevenues All Revenues and any other amounts (including proceeds of the sale of the Bonds) held by the Trustee in any fund or account established under the Trust Agreement (other than amounts on deposit in the Rebate Fund created pursuant to the Trust Agreemetrt) are irrevocably pledged to the payment of the interest and premium,if any, on and principal of the Bonds as proyided in the Trust Agreement, and the Revenues and othei amounspledged under the Trust Agreemenl shall not be used for any other purpose while any of the Bonds remain Outstanding; provided, however, that out of the Revenues and other moneys there may bi applied such sums for such purposes as are permitted under the Trust Agreement. This pledge shall constitute a pledl; of and charge andfrrst lien upon the Revenues, all other amouots pledged under theTruit Agreement and aliothi-r moneys on depositin the funds and accounts established under the Trust Agreement (excluding amounts on deposit in the iebate Fund)for the payment of the interest on atrd principal of the Bonds in accordance wirh the termi thereof and of the Trust Agreement. The Trust Agreement provides for the establishment of the following special accounts or funds,among others: the Revenue Fund (within which the Water System Installmcnt ialrnent Account, and the Wastewater System Installment Payment Account (each an.,lnstallnent payment Accoun;,) rr/ill be estabiished and maintained), the Interest Account and the Principal Account, the Costs of Issuance Fund and the Rebate Fund. The Trustee will hold all funds in the Revenue Fund, costs of Issuance Fund, and the Rebate Fund. All money in the Interest Account will be used and withdrawn by the Trustee solely for thepurpose of paying interest on the Bonds as it becomes due aud payable (including accrued interest on aiy Bonds purchased or redeemed Prior to maturig. All money in the Principal Account wiil be used and withdrawn by the Trustee solely for the purpose ofpaying the principal of the Bonds as it becomes due and payable. All money in the Costs of Issuance Fund will be used to pay the Costs of Issuance of the Bonds upoo ri""ipt by the Trustee of awritten Request of the Authority. Moneys in the Rebate Fund will be used to make rebate payments to the United States of America, ifrequired. On each Interest Payment Date, following payrnent ofprincipat of and interest on the Bonds, any excess amount on deposit in each Installrnetrt Payment Account ofthe Revenue Fund shall be transfened to the City as an excess of Installment Pa),ments. Moneys in the Revenue Fund will be transferred to and deposited in the following respective accounts in the following order ofpriority: (l) Interest Account. On or before each Interest pal,rnent Date, the Trustee shall set asidefrom the Revenue Fund and deposit in the Interest Account that amount of money which is equal to the amount of interest becoming due and payable on all Outstanding Bonds on the next succeeding Interest pajnnent Date. A.I8 No deposit need be made in the lnterest Account if the amount contained therein and available to pay interest on the Bonds is at least equal to the aggregate amount of interest beconing due and payable on all Outstatrditrg Bonds on such Interest Payment Date. (2) Principal Accouot. On or before each April l, the Trustee shall set aside from the Revenue Fund and deposit in the frincipal Account an amount of money equal to the principal amount of all Outstandhg Serial Bonds maturing on such April l. No deposit need be made in the Principal Account ifthe amount contained therein and available to pay principal of the Bonds is at least equal to the aggregate amount of the principal of all Outstanding Serial Bonds maturing by their terms on such April 1- Investments subject to the Tmst Agreement, all money held by the Trustee in any of the accounts or funds established pursuant to the Trust Ageemint shall be invested in Permitted lnvestments at the Written Request ofthe City. Such investments shall, as nearly as practicable, mature on or before the dates on which such money is anticipated to be needed for disbursement under the Trust Agreement. For purposes of this restrictioD, Permitted Invesiments containing a withdrawal option, repurchase option or put option by the hvestor shall be-treated as Ua"i"! a -aturity of io tonger than such option Subject to the Trust Agreement, all interest or profits on ary -oo"| .o iru"st"d ,hull be diposiled in the Revenue Fund. The Truste€ and its afEliates may act as principal, agent, spons;r or advisor with respeit to any investments. The Trustee shall not be liable for any losses on iuvestments made in accordance with the terms aod provisions of the Trust Agreement' lnvestments (exc€pt investmeot agreements or repurchase agreements) in Trust Agreement fimds and accounts shall be valued at the market value thereof, exclusive of accrued interest' Investments purchased with funds ou deposit in the Revenue Fund shall mature not later than the payment date or redemption date, as appropriate, immediately succeeding the investment' lnvestments in any and alt funds and accounts may be commingled for purpo-ses of making, holding and disposing of investments, notwithstanding plovisions in the Trust Agreement fol transfer to or holding in partlcular funds an--.i uccounts a-ounts received or -held by rhe Trustee under the Trust Agreement, provided that the Trustee shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and olherwise as provided in the Trust Agreement' Limi ns on the eofO PaYab le from Revenues TheAuthoritywillnot,solongasanyoftheBondsareoutstanding,issueanyobligationsor securities, however denominatei, payableir whoi-e or in iart from Revenues except obligations which are jlnior and subordinate to the pa),ment of the principal, premium ani interest on the Bonds and which subordinated obligations "."p"v"ur"ustop.incipal,pre-iumu,dinterestonlyoutofRevenuesafterthepriolpaymentofallamountsthen,"quir"d to be puii undir thi Trust Agreement from ievenues for principal, premium and interest on the Bonds, as thesamebecomedueandpayableandatthetimesandinthemarrnerasrequiredintheTrustAgreement. Cove nant Ae Enc s TheAuthoritywitlnotmakeanypledgeorassignmentoforplaceanychargeorlienuponthe Revenues excopt as provided io th" trr"t Agreement, -d *iU oot issue any bonds, notes or obligations-payable from the Revenues oi secured by a ptedge oior charge or lien upon the Revenues except as provided in the Trust Agreement. A- l9 Tax Covenants The Authority has covenanted to comply with all requirements of Sections 148 atrd 149(b) of the Code to the extent applicable to the Bonds, and to not use or permit the use of aay proceeds of the Bonds or any funds of the Authority, directly or indircctly, in any manner, or to take or omit to take any action, that lyould cause aay of the Bonds to be treated as an obligation not described in Section 103(a) of the Code. In the event that at any time the Authority is of the opinion that it is necessary to restrict or to lirnit the leld on the investment of any moneys held by the Trustee under the Trust Agreement, the Authority shall so instruct the Trustee in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions. The Authority and the Trustee (as directed by the Authority) specifically covenant to comply with the provisions and procedures of the Tax Cenificate; provided that the Trustee shall not be bound by this covenant if an Event ofDefault has occurred and is continuing. Events ofDefauh R ofBondholders Ifone or more ofthe following Events ofDefault under the Trust Agreement shall occur, that is to say: (a) if default shall be made by the Authority in the due and punctual payment of the interesr on any Bond when and as the same shall become due and payable; (b) ifdefautt shall be made by the Authority in the due and pun*ual payment ofthe principal of or redemption premium, if any, on any Bond when and as the same shall beiJme due and payable, whether at maturity as therein expressed or by proceedings for redemption; (c) if default sball be made by the Authoriry in the performance of any of the other agreements or covenants required in the Trust Agreement to be performed by the Authority, and such d€fautt shall have continued for a period of 30 days after the Authority shall have been givin notice in writing of such default by rhe Trustee; (d) if the Authority shall hle a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United Statei of America oi any state therein, or if a court of competent jurisdiction shatl approve a petition filed with or without the consent of the Authority seeking arrangement or reorgaaization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if under the provisions of any other law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or contol of the Authority or of the whole or any substantiat part ofits property; or (e) ifan Event ofDefault has occurred under the Installment Sale Agreements; then and in each and every such case during the continuance of such Event ofDefault the Trustee may, and upon the wdtten request of the Bondholders of not less than a majority in aggregate principal amount of ihe Bonds then Outstanding, shalt, by notice in writing to the Authority, declare the principal ofall Bonds then Outstanding and the interest accrued thereon to be due and payable immediatety, and upon any such declaration the same shali become due and payable, any'thing contained in the Trust Agreement or in the Bonds to the contrary notwithstanding. The Trustee shall promptly notiff all Bondholders by first class mail ofany such event ofdefautiwhich is continuing of which a Responsible Officer has actual knowledge or written notice. If at any time after the principal of the Bonds then Outstanding shall have been dectared due and payable and before any judgment or decree for the payment of the money due shall have been obtained or entered the Authority shall deposit with the Trustee a sum sufficient to pay alt mahrred interest on all the Boods and all principal of the Bonds matured prior to such declaration, with interest at the rate bome by such Bonds on such overdue interest and principal, and the reasonable fees and expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the payment ofinterest on and principal of the Bonds dui and payable solely by A-20 reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then and in every such case the Trustee or the Bondholdirs of not less than a majority in aggregate principal amount of Bonds then Outstanding, by written notice to the Authority and to the Trustee, may on behalf of the Bondholders ofall the Bonds then Oustanding rescind and annul such declaration and its consequences; but no such rescission and annulnent shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon' The Trustee may also, and upon the written request of the Bondholders of a majority in principal amount of the Boncls then Outstanding, and in each case upon being indemnified to its reasonable satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of the Bondholders of Bonds under the Trust Agreement und th" I*tuli*"nt Sale Agreements by a suit in equity or action at law, either for the specific p"iforman"e of any covenant or agreement contained in the Trust Agreement or in aid ofthe execution ofany power therein granted, oiby .andamu" or other apPropriate ploceeding for the enforcement ofany other legal or equitable remedy-as the Trustee shall deem most effectual in support ofany ofits rights and duties under the Trust Agreement. No Bondholder of any Bond issued under the Trust Agreement shall have the right to institute any suit, action or proceeding at law or equity, for any remedy under or upon the Tlust Agree-men! unless-(a) such Bondholde. sh;ll have pieviously gi"e" to ttre Trustee wdtten notice of the occurence of an Event of Default tn"iluna"r; (by the Bon4holders o1 at least a majority in aggregate principal amount of all rhe Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers ganted ill the Trust Agreement or to institute such suit, action or proieeding i, it" otu, name; (e) said Bondholders shalt have tendered to the Trustee reasonable security or hdemnity agaiist the cosS, expenses and liabilities to be incurred in compliance with soJ reqrest; and (d) the irustee shall iavi refused or omitted to comply with such request for a period-of 60 days ut"i .u"t ."qo"., rhall have been received by, and said tencler ofindemniry shall have been made to, the Trustee' Application of Funds Uoon Acceleration AllmoneysintheaccountsandfundsprovidedintheTrustAgreement,uponthedateofthe declaration of acceleration by the Trustee as provided in the Trust Agreement and all Revenues (other than ["u"o.,". o, deposit in the Rebate Fund) thereafter received by the Authority under the Trust Agreement shall be transmitted to thl Tmstee and shall be applied by the Trustee in the following order- Ftst, to rhe pa,'rnent of the reasonable fees, costs and expenses of the Tnlstee in- providing for the declaration of such event of deiault and carrying out its duties under the Trust Agreement, including reasonable compensation to their accountants -d couo"el tJg"ther with interesl on any amounts adv"'rced as provided in the T-.i agr""."ot and thereafter to rhe palment ofthe reasonable costs and expenses of the Bondholders, if any, in carryini out the acceleration provisions of the Tnrst Agreement, including reasonable compensation to theit accountants and counsel; and Second, upon presentation of the several Bonds, and the stamping thereon of the-amount of the payment if only partially paicl oi upon the surrender thcreofjf fullypaid, to the payment of the whole amount then l#ng u"a ropuia rpoo G" Bonds for interest and principal, with (to the extent permiued by law)-interest on the orerd"ue inter".t ard principal at the rate bome by suih Bonds, and in case such money shall be insufficient to pay in full the whole u*ornt ,o owing and unpaid upon the Bonds, then to th€ paymeot of such interest, principal and (to ,1" "*** permitted by law) interest on overdue intelest and principal without preference or priority among such interest, principal and interest on ov€rdue interest and principil ratably to the aggregate of such intefest, principal and inlerest on overdue interest and principal nt of Doc nts Trust Agreement. The Trust Agreement and the rights and obligations of the Authority and of the Bondholders may be amended at any time by a Supplemental Trust Agreement which shall become binding when the written consents of the Bondhold-ers ofa majoriiy in aggregate principal amount of the Bonds then Outstanding, exclusive ofBonds disqualified as provided in the Trust Agreement, are filed with the Trustee; provided that if such modification or amendment will, by its terms, not take effeit so long as any Bonds of any particular manrrity remain orir"rOi.rg, the corlsent of the Hojders of such Bonds shall not be required and such Bonds shall not be deemed to A-21 be Oustanding for the purpose of any calculation of Bonds Outstanding under the Trust Ageement. No such amendment shall (1) extend the maturity of or reduce the interest rate on or amount of interest on or principal of or redemption premium, if any, on any Bond without the express written consent of the Bondholder of such Bond, or (2) permit the creation by the Authority of any pledge of or charge or lien upon the Revenues as provided in the Trust Agreement superior to or on a pariqr with the pledge, charge and lien created thereby for the benefit of the Bonds, or (3) reduce the percentage ofBonds required for the written consent to any such amendment, or (4) modiry any rights or obligations of the Trustee, the Authority, or the City without their prior written assent thereto, respectively. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Trust Agreement, but it shall be sufficient if such coosent shall approve the substance thereof. Promptly after the execution by the Authority and lhe Trustee ofany Supplemental Trust Agreement pursuant to the Trust Agreement, the Trustee shall mail a notice on behalf of the Authority, setting forth in general terms the substance of such Supplemental Trust Agreement to the Bondholders at the addresses shown on the registration books maintained by the Trustee. Any failure to give such notice, or any defect therein, shatl not, however, in any way impat or affect the validity of any such Supplemental Trust Agreement. The Trust Agreement and the rights and obligations of the Authority and ofthe Bondholders may also be amended at any time by a Supplemental Trust Agreement which shall become binding upon adoption without the consenl of any Bondholders for any pu4rose that \riU not materially adversely affect the interests of the Bondholders, includiry (without limitation) for any one or more of the following purposes: (i) to add to rhe agreements and covenants required in the Trust Agreement to be performed by the Authority other agreements and covenants thereafter to be performed by the Authority, or to surrender any right or power resewed in lhe Trust Agreemeut to or conferred therein on the Authority; (ii) to make such provisions for the purpose of curing any ambiguity or of conecting, curing or supplementing any defective provision contained in the Tnxt Agreement or in regard to questions arising under the Trust Agreement which the Authority may deem desiable or necissary; or (iii) to add to the agreemen$ and covenants required in the Trust Agreement, such agreements and covenants a; may be necessary to qualifu the Trust Agreement under the Trust Indenture Act of 1939. lnstalLnent Sale Agleements. The Authority shall not supplemen! amend, modi$ or terminate any of the terms of the Installment Sale Agreements, or consent to any such supplement, amendment, modification or termination, without the prior written consent of the Trustee. The Trustee shall give such wrinen consent if such supplement, amendment, modification or termination (a) will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security given by the Trust Agreement for the payment of the Bonds, (b) is to add to the agreements, conditions, covenants and terms required to be observed oi performed thereunder by any party thereto, or to surrender any right or power tberein reserved to the Authority or the City, (c) is to cure, correct or supplement any ambiguous or defective provision contained therein, or (d) if the Trustee first obtains the written consent of the Bondholders of a majority in principal amount of the Bonds then Outstanding to such supplement, amendment, modification or termination; provided, that no such supplement, amendment, modification or termination shall reduce the amount of Installment Payments to be made io the Authority or the Trustee by the City pursuant to the Installment Sale Agreements, or extend the time for making such payurents, or permit the cr€ation ofany lien prior to or on a parity with the lien created by the Trust Agreement on the Install-nent Payments (except as expressly provided in the Installment Sale Agreements), in each case without the writte[ consent ofall of the Bondholders ofthe Bonds then Outstanding. Discharse of Trust Agreement Ifthe Authority shall pay or cause to be paid or there shall otherwise be paid to the Bondholders of all Outstanding Bonds the intercst thereon and principal thereof and redemption premiums, if any, thereon at the times and in th€ manner stipulated in the Bonds and the Trust Agreement, and the Authority shall pay in full all other amounts due under the Trust Agreement, then the Bondholders of such Bonds shall cease to be iniitled to the pledge ofand charge and lien upon the Revenues as provided in the Trust Agreement, and all agreements, covenants and other obligations ofthe Authority to the Bondholders of such Bonds under the Trust Agreement shall thereupon cease, terminate and become void and be discharged and satisfied. In such ey€nt, the Trustee shall execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, the Trustee shall pay over or deliver to the Authority all money or securities hetd by it pursuant to the Trust Agreement which are not required for the palment of the interest on and principal of and redemption A-22 premiums, ifany, on such Bonds and for the paymeot ofall other amounts due under the Trust Ageement and under the Installment Sale Agreements. Any Outstanding Bonds shall prior to the maturity date or redemption date thereof be deemed to have been paid within the meaning of and with the effect expressed in subparagraph (a) above if (l) in case any of such Bondi are to be redeemed on any date prior to their maturity date, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to provide notice in accordance with the Trust Agreement, (2) there shall have been deposited with the Trustee (A) money in an amount which shall be sulficient and/or (B) Goverffnent Securities, the interest on and principal of which when paid will provide money which, together with the money, if any, deposited with the Trustee at the same time, shall be sufticient, in the opinion of an Independent Cenified p;bjic Accountant, to pay when due the interest to become due on such Bonds on and prior to the manrrity date or redemption date thereof, as the case may be, and the principal of and redemption premiums, if any, on such Bonds, and 13j in the event such Bonds are not by thek terms subject to redemption within the next succeeding 60 days, the Authority shall have given the Trustee in form satisfactory to it irevocable instructions to mail as soon as practicable, a notice to the Bondholden of such Bonds that the deposit required by clause (2) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with the Trust Agreement and stating the maturity date or redemption date upon which money is to be available for the payment of the principal of and redemption premiums, if any, on such Bonds. Unc Mo nevs AnymoneyheldbytheTrusteeintrustforthepaymentanddischargeofanyoftheBondsor interest thereon which remains unclaimed for 2 years after the date when such Bonds or interest thereon have [""o-" Au" and payable, either at their stated maturity dates or by call for redemption prior to maturity, if such money was held by ihe Trustee at such date, or for 2 years after the date of deposit of such money if deposited with the Trustee after ihe date when such Bonds have beiome due and payable, shall be repaid by the Trustee to the a,-,tfro.iiy as its absolute property flee flom trust, and the Trustee shall thereupon be released and discharged with i""p""t ti.r"r"to ur,A tn" Bondholrtin shalt not look to the Trustee for the payment ofsuch Bonds; provided, however, tn i Uefor" teing required to make any such payment to the Authority, the Trustee may, and at the request of the e.if,-iiy .Ufi,"", th" "*p.*" of the-autnority, cause to be published once a week for 2 successive weeks in a iinun"iui 1q".',.puper of gene.al clculation in Los Angeles and in San Francisco, Califomia, and in the same or a .i.it- f6ur"iut iV"*rpip", of general circulation i,' New Yorlq New York, a notice that such money remains unclaimed and fhat, aftei a date named in such notice, which date shall not be less than 30 days after the date of the i,st fuUtcation ofeach such notice, the balance ofsuch money then unclaimed will be returned to the Authority' [THIS PAGE INTENTIoNALLY LEFT BLANK] B-l APPEl(DIX B ANNUAL FINANCIAI REPORT OF THE CITY FOR THE FISCAL YEAR ENDED JTINE 30, 2015 APPENDIX C CITY OF BURLINGAME DEMOGRAPEIC AND FINANCIAL INFORMATION General The City of Burlingame (the "City") is a California general law city, rvhich was incorporated June 6, t908. It comprises approximately 6.08 square miles between Millbrae on the north and Hillsborough and San Mateo on the south in San Mateo County (the "County"), approximately l0 miles south of San Francisco and 35 miles north of San Jose on the San Francisco Peninsula. The City, known as the "City ofTrees," offen its citizens an abundance of recreational facilities and open space areas. Its citizens enjoy diversified leisure hours in the year-round sumy climate of the area. As a result, nationally known and independent businesses continue to select the City's industrial parks and office complexes. The City's proximity to San Francisco International Atport (thrce miles) offers its businesses a desirable advantage. San Francisco Airport's $2.4 billion five year expansion is near completion. In addition the City is sewed by a major freeway, north-south U.S. l0l (Bayshore Freeway), and scenic highway Intersrate 280. Rail Service is provided by CalTrain. The City operates under a Council-Manager form of govemment, whereby the policies of the City Council (the "Council") are administered by a City Manager, who is appointed by the Council. All municipal departments operate under the supervision of the City Manager. The Council consisls of five members who are elected at large on a non-Partisan basis for four-year staggered terms. The Mayor is selected annually by the Council and the Council appoins the City Manager and the City Attorney. All other department heads are appointed by rhe City Manager. Population The following table presents population data for the City and Couuty. POPULATION Year 1980 1990 2000 2010 201 I 2012 2013 2014 2015 Citv ofBurlinsame 26,t73 26,666 28,t 58 28,806 28,888 29,t06 29,582 29,700 29,890 Countv of SaIl Mateo 587 ,329 649,623 707,161 718,451 722,312 729,630 739,804 '7 45,635 '7 53,123 Source: The 19E0, 1990, 2000 ard 2010 torals arc U.S. Census figures. The fiBures for th€ years 201I thmugh 2015 are based upon adjusted January I estinutes provided by the State Depa(mmr of Finance. Median Effective Buying lncome Effective Buying Income (EBl) is defined as personal income less personal income tax and non tax payments, such as fines, fees or penalties. The County has historically enjoyed a higher Median Household EBI than c-l either the State or the nation. Median Household EBI for the County, State, and the nation from [201]-2016] is shown below. c-2 IIEDIAN EFFECTIVE BUYING INCO}IE Ymr Countv of San Mateo State of Califomia United Srates Source: The Nielsen Company. Employment The following table summarizes the major employers in San Mateo Courty. SANMATEOCOIJNry Major Employers CITY OF BI]RLINGAME Principal Employers As ofJune 30 ,2015 Percentage ofTotal Ciq oymeDtEmployer Mills Pennizula Health Services San Fralcisco Airport Mariott Flying Food Group Lufthaosa Service Holdings Group Sky Chefs Inc. Hyatt Regency San Frdncisco Airport* Burlingame School District Guittard Chocolatet American Medical Responser Putnam Auto Lohlouh Inc. Total Top l0 EmployeN Total City Labor Force(r) Employees Rank Empl I,594 600 515 441 420 302 242 223 222 220 I ) 3 4 5 6 7 8 9 IO 896% 3.3't% 2.890/0 2.48% 2.36% 1.700/0 t.36% t.25% 125% t.240/0 4,779 17,800 26.85% Source: MuniServices, LLC. Results based on direct correspondence with City's local businesses.rrlTotal Ciry labor force provided by EDD Labor Force Data.* Includes full and part time. 20r I 2012 2013 2014 2015 20t6 c-3 The following tabte summarizes historical employment and unemployment iD San Mateo County SATI MATEO COUNTY Civilian Labor Force, Employment atrd Unemployment Annual Averages 2011 2012 2013 2014 Civilian Labor Force(") Employment Unemployment 350,200 371,000 30,100 23,800 Total 380,300 394,800 Unemployment Ratetbt 'l -9o/o 6.0% (") Based on place ofrcsidence; I I Benchmarko) The unemployment rate is calculated rounding up to the nearest hundredth' Source: Califomia Emplo)ment Development Departnent, I-abor Market Information Division. The following table summarizes historical employment and unemployment in the City' 20ll 2013 20t4 2015 civilian tabor Force(") Employment Unemployment Total Unemployment Rate(b) 14,900 900 15,800 700 15,800 5.8o/o 16,500 4.4% (o) Based onplace ofresidence; [ 'l Benchmark G) The un"-iloy-ent rate is calculated rounding up to the nearest hundredth' Source: Califomia Employment Development Depaltment, Labor Market Information Division. Community Facilities The city of Burlingame maintains a main library and a branch library. A daily newspaper and two weeklies serv€ the comm;ity. The City's Park and Recreation Depanment operates ten parks, four-playgrounds and a recreation building with facilitias and programs directed to all age groups in the community. Burlin_ game country Club, a private falility located in neigiUo-ring Hitlsborough, is reputecl to be the oldest country club in the United States. ihere are several championship golf courses in the vicitrity' C4 2015 CITY OF BI,JRLIN GAM E Civilian Labor Force, Employment and Utremployment Annual Averages 2012 Hospitals A full medical services hospital, Mills-Peninsula Medical Center (part of the Milts-Peninsula Hospital) serves the residents of the City and its surrounding communities. The hospital employs a staff of approximately 1,600 and has a capacity of243 beds- Mills-Peninsula Medical Center offers additional special programs inctuding: anhritis, injured worker services, cancer ceue, open heart surgery, alcohol and drug treatment, mental health, diabetes education, nutrition and weight, parenting, seniors' self care, and support groups. The City approved a conditional use permit in 2005 for the reconstuction of Mills-Peninsula Medical Center to meet State [aw. To date, a new parkhg garage has been built, and construction of the new hospital and medical office building has been completed and is open. The new 450,000 square-foot hospital has 243 beds and a much larger emcrgency department. Financial Irstitutions There are thirteen commercial banks, three savings banks, two savings and loan and one credit union located in the City. They include: Bank of America, Bank of the West, Califomia Federal Bank, City National Bank, Pacific Bank, union Banlq califomia Savings Bank, Ftst Republic Bank, washington Mutual, Hom€ Savings of America, Pan American Bank, and Wells Fargo Bank. Education Public education services through high school in the City ar€ provided by the Burlingame School District and the San Mateo Union High School District. Located u.irhin the City timits are four elJmentary schools, an intermediate school and Burlingame l{igh School, which also houses the San Mateo Adult Evening Higi School. Post secondary public education is available at thrce community colleges operated by the San Mateo County Community College District. The College of Sao Mateo located in San Mateo, Canada College tocated in Redwood City and hnally Skyline College located at San Bruno. Transportation North-south U'S. 101 serves the most densely populated areas along the Bayside of the San Francisco Peninsula. Interstate 280 runs near the westem city limits of the City, providing ar altemate major route to San Francisco aud San Jose. Catifornia 82 (El Camino Real) parallels these two principal high*uy", ."*iog rh" City'. commercial corridor. CalTrain provides passenger rail service on the San Francisco Peninsula as well as connections to BART and San Francisco Airport through an intermodel station in Millbrae. Burlingame is one ofthe principal commuter points on this main line. There is a commuter station in Burlingame for the convenience ofthose traveting to San Francisco or south to San Jose and intermediate points. Commuter service is also offered by the San Mateo County Transit District (SamTrans), lvhich connects with the Santa Clara County Transit in Menlo Park, San Francisco Municipal Raitway in San Francisco and BART in Colma. c-5 San Francisco Intemational Airport is tbree miles northeast of the City. The Port of San Francisco is less than twenty miles north, San Francisco and the port are easily accessible from interstate highways. The port of Oakland is approximately 25 miles northeast of the City. Utilities Natural gas, electric power and telephone service are provided by the Pacific Gas and Electric Company, Astou[d, Comcast and AT&T. The City supplies water and sewer service. Investment Policies and Procedur€s Funds hekl by the City are invested in accordance with the City's Statement of Investment Poticy (the ..lnvestment Policy'') prepared by the Finance Director/Treasurer as authorized by section 53601 of the Govemment Code of Califomii. The tnvestment Policy is submitted to the Bulingame City Council annually. The Investment Policy allows for the purchase of a variety of securities and provides for limitations as to exposure, maturity and rating which vary with each security type. The composition of the portfolio will change over time as old investments mature, or are sold, and as new investments are made' Invested funds are managed to insure presewation of capital through high quality inYesments, maintenance of liquidity and then yietd. Further, operating funds may not be invested in any investment with a maturity gleater than five years. The city has never invested in derivatives or reverce repurchase agreements and such investments and instruments are not allowed by City policy. c-6 APPENDIX D FORNI OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Cenificate") is executed and delivered by the City of Burlingame, Califomia (herein the "City") in connection with the issuance of the Burlingame Financing Authority Water and Wastewater Revenue Refunding Bonds, Series 2016 (the "Bonds"). The Bonds are being issued pursuant to a Trust Agreement, dated as of June l, 2016 (the "Trust Agreement"), between the Burlingame Financing Authority and The Bank of New York Mellon Trust Company, N.A., as tlustee (the "Trustee"). The City covenants and agrees as follows: SECTION 1.the Disclo This Disclosure Cenificate is being executed and delivered by the City for the benefit of the Holden and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with Securities and Exchange Commission ("S.E.C.") Rule l5c2- 12(bX5). SECTION 2. Definitions. In addilion to the definitions set forth in the Trust Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Alaual Repon" shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 ofthis Disclosure Certificate. 'tseneficial Ownef' shall mean any penon which has or shares the power, directly or ind;ectly, to make irvestment decisions conceming ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). 'Dissemination Agent" shall mean the City, or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation. "Iloldef' shall mean the person in whose name any Bond shall be registered. "Listed Events" shall mean any of the events listed in Section 5(a) or (b) of this Disclosure Certificate. 'MSRB" shall mean the Municipal Securities Ruleuraking Board or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rute. Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Market Access @MMA) website of the MSRB, currently located ar http://emma. msrb.org. "OIficial Statement" means the Ofiicial Statement, executed by the Authority, dated [May J,20r6. "Participating Underwriter" shall mean the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule I 5c2- I 2(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended ftom time to time. SECTION 3. Provision ofAnnual Reoorts. (a) The City shalt, or shall cause the Dissemination Agent to, not later than seven months after the end of the City's fiscal year (which shall be February 1 ofeach year, so long as the City's fiscal year ends on June 30), commencing with the report for the 2014-15 fiscal year (which is due not later thar February 1, 2017), D-l provide to the MSRB ar Annual Repon which is consistent with the requirements of Section 4 of this Disclosure Cenificate. The Annual Report may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided, that the audited financial statements of the City may b€ submitted seParately from the balance of the Amual Report and later than the date required above for the filing of the Amual Report if they are not available by that date. If the City's fiscal year changes, it shall give notice ofsuch change ina frling with the MSRB in a timely matrner not later than ten business days after the occu[ence of such change. The Annual Report shall be submitted on a standard form in use by industry participants or other appropriate form and shall identif, the Bonds by name and CUSIP number. (b) Not later rhan 15 business days prior to said date, the City shall provide the Annual Report to the Dissemination Agent (if othel than the Ci9. If the City is unable to provide to the MSRB an Amual neport by the date required in subsection (a), the City sball, in a timely manner, send or cause to be sent to the MSRB a notice in substantially the form attached as Exhibit A (c) The Dissemination Agent shall (ifthe Dissemination Agent is other than the city) file a repon with the City certi&ing that the Annual Repolt has beeD provided pu6uant to this Disclosule Certificate' stating the date it was provided to the MSRB. SECTION 4. by reference the following: Content of Annual rtS The City's Annual R€port shall contain or include (1)TheauditedfinancialstatemeDtsoftheCityfortheprecedingfiscalyear,preparedin accordaace with lenerally accepted accoutrting principles as promulgated to aPply to govemmental entities from time fo 6me by ti" Cor".r-""Ll Accountirg Standards Board. If the City's audited financial statements are not .""if"Uf" UV,n" ,i-" the Annual Report i, ."qiir"d to b" provi6ed to.the MSRB pursuant to Sectiotr 3(a)' the Amual n"p"n "Lir """"i. unaudited financial statemens in a lormat similar to the financial statements contained h the final official statement, and the audited financial statements shall be provided to the MSRB in the same mamer as the Annual Report when they become available. To the extent not included in the audited financial statement of the City, the Annual Report shall also include the foltowing: (2) Outstatrding indebtedness of the Water System and Wastewater System (as such terms are defrned in the Official Statement). (3)Tabulalolnumericalinformationsubstantiallyintheformcontainedintheofiicial Statement, relating to the Bonds, in the followitrg tables: (r) Table I entitled "CITY OF BURLINGAME Number of Connections by User"; (iD Table 3 entitted -CITY OF BLRLINGAME WATER SYSTEM Historical Water Consumption"; (iii)Table4Aentitled..CITYoFBURLINGAMEWATERSYSTEM4YearHistoryof Water Ratss and Approved Rates for 2015-2016"; (iv) Table 4B entitled..CITY OF B!.JRLINGAME WATER SYSTEM Tiered Rate Charges"; (v) Table 6 enritled *CITY OF BIJRLINGAME WATER FTIND Statement of Net Assets Fiscal Years Ended June 30, 2012 through June 30, 2015"; (vi)TabteTentitted.CITYoFBI]RLINGAMEWATERFUNDStatementofRevenues, Expenses and changes in Fund Net Assets Fiscal Yeals Ended June 30, 2012 through June 30, 2015"; (vii)Debtservicecoveragefortheprecedingfiscalyear,presentedintheformatofTable8; D-2 (viii) Table ll entided 'CITY OF BURLINGAME WASTEWATER SYSTEM Bi-MontNy Meter Charge"; Table l2 entitled "CITY OF BURLINGAME WASTEWATER SYSTEM Sewer (x) Table 15 entitled'CITY OF BIIRLINGAME SEWER FUND Statement of Net Assets Fiscal Years Ended June 30, 2012 through June 30, 2015"; (xi) Table 16 entitled 'CITY OF BURLINGAME SEWER FUND Statement of Revenues, Expenses and Changes in Fund Net Assets Fiscal Years Ended June 30, 2012 tbtough June 30, 2015"; and (xii) Debt service coverage for the preceding hscal year, presented in the format ofTable 17. Any or all of the items listed above may be set forth in one or a set of documents or may be included by specific reference to other documents, including official statements ofdebt issues of the City or related public entities, which have been made available to the public on the MSRB's website. The City shall cleady identif| each such other document so included by reference. SECTION 5. Reoortins of S Events (a) The City shall give, or cause to be given, notice ofthe occurrence ofany ofthe following events with respect to the Bonds in a timely manner not later than ten business dap after the occurrence of the event: l. 2 3 4 5 6 7 8 Principal and interest payment delinquencies; Unscheduled draws on debt service reserves reflecting finauciat difficulties; Unscheduled draws on credil enhancements reflecting financial difficulties; Substitution ofcredit or liquidity providers, or their failure to perform; Adverse tax opinions or issuance by the lnternal Revenue Service of proposed or final determination oftaxability or ofa Notice ofProposed Issue (IRS Form 5701 TEB); Tender offers; Defeasances; Rating changes; or 9. Bankruptcy, insolvency, receivership or similar event ofthe obligated person. Note: for the purposes ofthe event identified in subparagraph (9), the event is considered to occur when any ofthe following occur: the appointment ofa receiver, fiscal agent or similar ofticer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or govemmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and ollicials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order conf[ming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. D-3 (ix) Conrcction Fees"; (b) The City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material, in a timely manner not later than ten business days after the occurence of the event: l. Ur ess desffibed in paragraph 5(a)(5), other material notices or determinations by the lntemal Revenue Service with respect to the tax status of the Bonds or other material events affecting the tax status ofthe Bonds; Modifications to righs ofBond holders; Optional, unscheduled or contingent Bond calls; Release, substihrtion, or sale ofproperty securing repa).ment ofthe Bonds; Non-paymetrt related defuults; The consummation of a merger, corsolidation' or acquisition involving an obligated person or the sale of all or substantially all of the assets -of the obligated person, other ihan in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the t€rmination of a definitive agreement relating to any such actions' other than pursuant to its terms; or Appointment of a successor or additional trustee or the change ofname ofa trustee' SECTION 6. Format for Filines with MSRB. Any report or filing with the MSRB-pursuant to this Disclosure Cenificate -r..t b" .G itt"d io "l""t onic format, accompanied by such identifying information as is prescribed by the MSRB such termination SECTIoNT.TerminationofReportineoblieation.TheCity'sobligationsunderthis Disclosure Certificate ,hutt t"rn1tout"iilnGJl"guiiE^ro"", prior redemption or payme_nt in full of all of the Boncls. If such termination o".u.. pri'o,. to the -final maturity o1 the Bonds, the City shall give notice of such i"r.ioution in a filing with t6e tUSnb in a timety .u*". noi lut.t than ten business days after the occurrence of 2. 3. 4. 5. 6. 1 (c)UpontheoccurrenceofaListedEventdescribedinSection5(a),orupontheoccurrence of a Lisred Event described in section 5(b) which the city determines would be material under applicable federal ,""u.i,i"" lu*", the City shall within ten tusiness days of o""u,'"o"" file a notice of such occurrence with the MSRB. Notwiihstanding the foregoing, notice of tbe iisted Event described ir subsection (bX3) need not be given "ra"i,rri, subsection ",iy ea.lier ihun"ih" notice (if any) of the undertying event is given to Holders of affected Bonds pursuant to the Trust Agreemeut. SECTION g. Dissemination Asent. The city may, from time to time, aPpoint or engage a Dissemination Agent to assist it i, "u-ing out it" obligations under this Disclosure C€nificate, and may discharge ;;;;;;#"ation Agenr, with oi without appointing a successor Dissemination Agent. The Dissemination ag"oi sLutl ,rot U" .erpo*ilbt" in uny .unner for the content of any notice or report prepared by the City pursuant to this Disclosure Certifrcate. The initial Dissemination Agent shall be the City' SECTIoNg.Amendment:Waiver.NotwithstandinganyotherprovisionofthisDisclosure certificate,thecitymayamendthi.i""to.*"c"'tir,*te,andanyprovisionofthisDisclosureCertificatemaybe waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a) or (b)' it may only be maae in corulection with a chauge in circumstances that arises &om a change in legal requirements' "iing" io tu*, o, "t ange in the identity, nature;r status ofan obligated penon with respect to the Bonds, or the type ofbusiness conducted; D-4 (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requiements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver does not, in the opinion ofnationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners ofthe Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the City shall describe such ameodment in the next Annual Report, and shall imlude, as applicable, a narrative explanation of the reason for the amendment or waiver and is impact on the bpe (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. I,1 addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in a hling with the MSRB, and (ii) the A-onual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative fonn) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION IO.lnformation.Nothing in this Disclosure Cenificate shall be deemed to prevent the City from disseminating any othff information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice required to be filed pursuant to this Disclosure Cenificate, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Aanual Report or notice in addition to that which is specifically required by this Disclosure Certificate, the City shall have njobligation under this Certificate to update such information or include it in any future Alnual Repon or notice of occu6ence of a Listed Event or any other event required to be reported. SECTION 11. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Bonds may take ruch aciions us may b" n"""""ury and appropriate, including seeking mandate or specific performance by court order, to cause the City io comply witi its obligations under this Disclosure Cenificate. The sole remedy under this Disclosure Certifrcaie in the event of any failure ofthe City to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit ofthe City, the Dissemination Agent, the Participating Underwriter and Holders and Beneficial Ownirs from time to time of the Bonds, and shall create no rights in any other person or entity. Date: _ CITY OF BI]RLINGAME, CALIFORNIA By D-5 CON.TINUING DISCLOSURE EXHIBIT A FORi\I OF NOTICE TO THE MT NICIPAL SECURJTIES RULENIAI(NG BOARI) OF FAILTJRE TO FILE ANNUAI REPORT City of Burlingame, CaliforniaName of Issuer: Name ofBond Issue Date oflssuance: Burlingame Financing Authority Water and Wastewater Revenue Refunding Bonds, Series 2016 June _, 2016 CITY OF BURLINGAME, CALIFORNIA NOTICE IS HEREBY GMN that the City has not provided an Anrrual Report with respect to the above-named Bonds as required by Section 5.16 of the 2016 Instatlment Sale Agreement (Water System) atrd Section 5.16 of the 2016 Installnent Sale Agreement (Wastewater System), each dated as of June 1, 2016, between tU. Au.Uog"." Financing Authoriry and G Clty. [The City anticipates that the Annual Report will be filed bv .l Date: By D-6 Burlingame Financing Authority Burlingame, Califomia APPENDXE FORN{ OF LEGAL OPINION OF BOND COIJNSEL [Closing Date] Burlingame Financing Authority Water and Wastewater Revenue Refundins B onds. Series 2016 (Final Opinion) lTo coMEl E-l Ladies and Gentlemen: Book-Entry Only System The information in this section concerning DTC and DTC's book-entry system has been obtained from DTC. The Authority and City tske no responsibility for the accuracy or completeness thereof- Ihe Authority and City cannot qnd do not give any assurances that DTC, DTC Participants or Indirect ParticiPants will distribute to thi Benefciat Avners (a) payments of interest, principal or premium, d any, with resPect lo lhe Bonds, (b) certificaies representing oinership interest in or other conlrmation of ownership interest in -the Bonds, or (c) redimption oi other notices sent to DTC or Cede & Co., its nominee, as the registered o\ener of the Bonds, or that they iill so do on a timely basis or lhat DTC, DTC Participans or DTC Indirecl Pqrticipqnts leill qct in the manner deicribed in this Oficiat Stqtement. The current "Rules" applicable to DTC are on file with lhe Secuities and Exchange Conmisiion and the current "Procedures" of DTC to be followed in dealing with DTC Participants are onfilewirh DTC. DTC will act as securities depository for the Bonds. The Bouds will be issued as fully-registered securities ,"gl.t"."Jioiiiolif in the name of Ceie a CL. 1O'fC's parmenhip nominee). One fully-registered Bond certificate i'"i"."t -*ri v will be issuecl for the Bonds in the aggregate principal amount of each mat'rity' and will be deposited with DTC. DTC,theworld'slargestdepository,isalimited-purposetrustcompanyorganizedundertheNewYork Ba*ing kw, a .,banking organization-' wi-tirin ttre meaning of the New York Banking t-aw, a member of the i"O"*t-n"r"*" System, a'"cliaring corporation' within the meaning of the New York Uniform Commercial Code, ".J ";"f"".irg a!eo"y'l ,"gist"reipur.run, ,o the provisions of.siction l7A of the Securities Exchange Act of 1934. DTC ioU" uni pr*id", u.r"t servicing foi over 3.5 million issues of U.S. and non-U.S. equity issues' "orpo*t" -A -uoicipal debt issues, and moneytarket instruments from over 100 countries tbat DTC's participants 1-.O'ii""i fu.ti"lpurts':) deposit with DTC. DT-C also facilitates the post-trad€ settlement among Direct Participants ofsales and other securities tla$actions iII deposited securities through electronic computerized book-entry transfe$ ur,a pr"ag". u"*."n Direct Padicipants' accouns. This- eliminates the need for physical movement of securities ""aih"u,I.. Direct Panicipants include both U.S. and non-U.S. securities brokers and dealels, banl(s' trust .o^puni.., clearing corpor4tions, and certain other organizaiioos. DTC is a wholty-owned subsidiary of The o"pisitory frrst dcl"-iog Co.po*tion (,,DTCC,'). DiCC is the trolding company for DTC, National securities -r"'"riot corpo.ution and Fied Income Cllaring Corporation, all of which are registered clearing agencies DTCC i, o*o""4 ty it " u."rs of its regulated subsidiarie;. Ac;ess to the DTC system is also available to others such as both U.S. unO oon-U.S. securities brokers and dealen, batrks, tust companies, and clearing corporations that clear ,nrougn o. maintain a custodial relationship with a Direct Participant, either dilectly or indkectly ("lndilect pu.tl.lpu.,s,'). DTC has a Standard & Poor'i rating ofAA+. The DTC Rules applicable to its Participants are on fiI" *ith th"'S""u.ities and Exchange Commission. More information about DTC can be found at www dtcc'com -O uf***.aa.org. The informatio=n contaitred in such websites is not incorporated by reference herein. Purchases of Bonds under the DTc system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each acnral puchaser of each Bond (,.Beneficial Owner',) is in hlrn to be recorded on the Direct and Indtect Participants' records. Beneficial Owners iiil not ."""iu" rwiiten confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indtect participant tirough which the Beneficial Owner entered into the transaction. Transfers of o*ne.rrlip interests in the Bonds are to b-e accomplished by entries made on the books of Diect and Indilect fu.ti"ipuott u"ting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership irterese in Botlds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's pannership nominee, Cede & Co., oi such other name as may be requested by an-authorized representarive of bfC. m" deposit of Bonds with DTC and their registration in the name of Cede & Co' or such APPENDIX F BOOK.ENTRY OI\LY SYSTEM F-l Conveyance of notices and other comrnunications by DTC to Direct Participants, by Direct Participants to hdircct Participants, and by Dlect Participants and IndLect Participants to Beoeficial Ownen will be governed by arrangemonts among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augm€nt the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults and proposed amendments to the bond documents. For example, Beneltcial Owners of Bonds may wish to ascertain thaithi nominee holling Bonds for their benefit has agreed to obtain and tmnsmit notices to Benehcial Owners. In the altemative, Beneficial Ownen may wish to provide thei names and addresses to the registrar and request that copies of notices be provided dhectly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC's practice is 1o determine by lot the amount of interest ofeach Direct Pafiicipant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to lhe Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an omnibus proxy (the "Onnibus Proxy'') to the City as soon as possible after the record Oaie. ttre OmniUus Proxy assigns Cede & Co.'s coosenting or voting rights to those Direct ianicipants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnilus proxry. - Principal and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative ofDTC. DTC's practice is to credit Direct Participants' accounm uponDTC's receipt of funds and corresponding detail information from the Authority or the Trustee, on payable dates in accordance with their respective holdings shown on DTC's records. Payrnents by Participants to Ben#cial Ownerswill be governed by standing instructions and customary practices, as is the case with securities held for the accounts ofcustomers in bearer form or registered in "street name," and will be the responsibility ofsuch panicipant and notofDTC, the Trustee, or the Authority, subject to any statutory or r€gulatory iequirements as may be in effect from tim€ to time. Payment of principal and interest to Cede & Co. (or iuch other norninee as may 6e requested by anauthorized representative of DTC) is the responsibility of the Authority or the Trustee, disbunement of suchpayments to Direct Participants will be the responsibility of DTC, and disbursement of such paymeots to the Beneficial Owners will be the responsibility ofDtect and Indtecl participants. DTC may discontinue providing is services as securities depository with respect to the Bonds at any time by giving reasonable notice to the Authority or the Trustee, or the Authority or City may decide to discontinue useof the system of book-entry transfers through DTC. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered in accordance with the provisions set fonh in the Trust Agreement. other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bouds are credited, which may or may not be the Beneficial Omen. The Dtect and Indirect participants will remain responsible for keeping account of their holdings on behalf of their customers. [THIS PAGE INTENTIONALLY LEET BLANK] Stradling Yocca Carlson & Rauth Draft of 5/11/16 E BURLINGAMETn-.qIcTNcAUTHORITY Water and Wastewater Revenue Refunding Bonds, Series 2016 PURCHAStr AGREEMENT Burlingame Financing Authority c/o City of Burlingame Department of Finance 501 Primrose Road Burlingame, California 9401 0-3997 Attention: ExecutiveDhector City of Burlingame c/o City of Burlingame Department of Finance 501 Primrose Road Burlingame, California 940 I 0-3997 Ladies and Gentlemen: The undersigned, Stifel, Nicolaus & Company, lncorporated (the .UdgnrynIgf"), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this purchase agreement (the 'PUrShegg 4glg9rngnt") with the Burlingame Financing Authority (the .aUhAdE ') and the City of Burlingame (the "ety"), which will be binding upon the Authoriry, the city and the underwriter upon the acceptance hereof by the Authority and the city. This offer is made subject to its acceptance by the Authority and the City by execution of this Purchase Agreement and its delivery to the Underwriter on or before 1 I :59 p.m., California Time, on the date hereof. All terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Trust Agreement, dated as ofJune 1, 2016 (he "frust :lgrcgrngrr! '), by and between the Authority and rhe Bank of New York Mellon Trust Company, N.A., as trustee (the ..Irugpg'). l. Purchase and Sale.Upon the terms and conditions and upon the basis of the representations, warranties and agreernents hereinafter set forth, the Underwriter hereby a$ees to purchase from the Authority and the City, and the Authority and the City hereby agree to sell to the underwriter, all (but not less than all) of the $_ aggregate principal amount of Burlingame Financing Authority Water and Wastewater Revenue Refunding Bonds, Series 2016 Ghe..Bgn&'). The purchase price for the Bonds shall be equal to $_ (being the aggregate principal arnount thereof plus/less a net original issue premium/discount of$ and less an Underwriter's discount ofS 2. Descriotion ofthe Bonds. The Bonds shall be issued and sold to the Underwriter by the Authority pursuant to the Trust Agreement, the Authority's Joint Exercise of Powers Agreement (the 'J!4 .Agre9!S94"), the Constitution and the laws of the State of California (the ..S1g1E,'), the Joint Exercise of Powers Act (california Government code Title l, Division 7, Chapter 5, Section _ -....2016 6500 et seq.) (the 'JlA 4E"), a resolution of the Authority adopted by the Goveming Board of the Authority on - -, 2016 (the ' Authsdry 39gs!c!9!") and a resolution of the City adopted on 2016 (the Resolution "). The Bonds shall be as described in the Trust Agreement and is dehned herein) relating to the Bonds and shall mature andthe Official Statement (as such term bear interest as set forth in Exhibit A attached hereto and incorporated herein by reference. Proceeds of the Bonds witl be applied: (i) to refund the Authority's Water and Wastewater Revenue Bonds, Series 2007; and (ii) to pay the costs ofissuance of the Bonds. The Bonds, this Purchase Agreement, the Trust Ageement, the JPA Agreement, the Authority Resolution, the Escrow Agrcement, dated as of June l' 2016 (the "Escrow ent by and between the Authority and The Bank of New York Mellon Trust Company, N'A , as escrow ag ent (the "Esgq\il r\ggilt"), the 2016 Installment Sale Agreement (Water System),dated as of June 2016 (the "Water lnstallment Sale Asreement") and the 2016 Installment S ale AgreementI (Wastewater System), dated as of June l, 2016 (the''Wastewater Installment Sale Aseement"and, together with the Water Installrnent Sale Agteement, the "lnstallment Sale Asreements"), by and between the City and the Authority, are collectively refened to herein as the '4g!b9$LD99qrg4l." 4 live ofO cial State t. The Authorit y and the City have delivered or caused to be delivered to the Underwriter prior to the execution Preliminary Official Statement lelating to the Bonds (the of this Purchase Agreement copies of the "Pretiminarv Official '). Such This Purchase Agreement, the city Resolution, the lnstallment Sale Agteements and the Continuing Disclosure Certificate, dated as of the Closing Date (as such term is defined herein) and entered int by the City (the "Continuins Disclos ") are collectively referred to herein as the "ei5lDsgumen,ls." 3. Pubtic Offerine. The Underwriter agrees to make a bona fide public offering of all of the Bonds i"itiuffy ut tfr" putfl. offering prices (or yields) set forth on Exhibit A attached hereto and incorporated herein by ."i'.r"n"". Subsequent to the initial pubtic offering, the Underwriter reserves ,t " riglt to change the public offering priies (or yields) as it deems necessary in connection with the m-kJtirrg of the-Sondi, provided thal the Underwriter shall not change the interest rates set forth on E,trbilA. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. The city and the Authority acknowledge and agree that: (i) the purchase and sale of the Bonds pursuani to this Purchase Contru"t is an arm's-length commercial transaction between the City, Authority and the Underwriter, and the only obligations that the Underwriter has to the City and the Authority with respect to the transaction iontemplated hereby expressly are set fofih in this Purchase contract; (ii) in connection therewith and with the discussions, undertakings and procedures leading up io the consummation of such transaction, the Underwriter is and has been 'acting solely as prtcipal and is not acting as a Municipal Advisor (as such term is defined in Section l5B ;f Th; Seiuritiei Exchange Act of 1934, as amended) to the City or the Authority; (iii) the Underwriter has nor assumed ai advisory or fiduciary responsibility in favor ofthe City or Authority with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading ihereto (irrespectivi of whether the Underwriter has provided other services or is currently providlng other serviies to the City or Authority on other matters); (iv) the Underwriter has financial and othei interests that may differ from and be adverse to those ofthe Ciry and the Authority; and (v) the City and Authority have consulted their own legal, financial, tax, accounting and other advisors to the extent that they have deemed appropriate. 2 Preliminary Oflicial Statement is the offrcial statement deemed final by the City and the Authority for purposes of Rule l5c2-12 promulgated under the Securities Exchange Act of 1934 (the "Bq!g), except for infonnation permitted to be omitted therefrom pursuant to the Rule, and approved for delivery by resolution ofthe City. Within seven (7) Business Days from the date hereof, the Authority and the City shall deliver to the Underwriter a ltnal Official Statement, executed on behalf of the Authority by an authorized representative of the Authority and dated the date hereof, which shall include informarion permitted to be omitted by paragraph (b)(l) of the Rule and with such other amendments or supplements as shall have been approved by the Authority, the Ciry and the Underwriter (the .EiSAf_OffiCrAl Statement"). The Preliminary official Statement and the Final official statement, including the cover pages, the appendices thereto and all information incorporated therein by reference are hereinafter referred to collectively as the 'Statement."The Underwriter agrees that it will not confirm the sale of any Bonds unless the confirmation of sale is accompanied or preceded by the delivery ofa copy of the Final Official Statement. The Underwriter agrees to deliver a copy of the Final Official S tatement to the Municipal Securities Rulemaking Board (the ..MS&B) through the Electroni c Municipal Marketplace Access website of the MSRB, currently maintained on the Internet at http://emma.msrb.org/, on or before the closing Date (as such term is defined herein), and the underwriter agrees to comply with the requirements of MSRB Rule G-32 for delivery of a copy of the Final Offrcial Statement, upon request of any customer who purchases a Bond, and otherwise to comply with all applicable statutes and regulations in connection with the sale ofthe Bonds. 5. The Closine. At 8:00 a.m., California Time, on _ _, 2016 (the . elggi!&Dap), or at such other time or on such earlier or later Business Day as shall have been mutuatly agreed upon by the City and the Underwriter, the Authority and the City will deliver: (i) the Bonds to the account of the underwriter (through the facilities of The Depository Trust company, New york, New York or through the FAST system), duty executed; and (ii) the closing documents hereinafter mentioned at the offices of orrick, Herrington & Sutcliffe LLp ('Bs!dl9qs9t"), in San Francisco, califomia, or at another place to be munrally agreed upon by the Authority, the City and the Underwriter. The Underwriter shall order CUSIP identification numbers and the Authority shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print any such number on any Bond nor any error with respect thereto shall constitute cause for failure or refusal by the Underwriter to accept delivery ofand pay for the Bonds in accordance with the terms of this Purchase Agreement. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section t hereof by federal wire transfer to the order of ihe Trustee on behalf of the City. Such payment and delivery, together with the delivery of the aforementioned documents, is herein called the "elqgi!g." 6. Citv Representations. Warranties and Covenants. The City represents and covenants to the Authority and the Underwriter that: (a) The City is a municipal cor?oration and general law city duly organized and existing under and by virtue ofthe laws ofthe State. (b) The City has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the City Documents. 3 (c) By all necessary official action, the City has duly adopted, authorized and approved the City Documents, has duly authorized and approved the Preliminary OfEcial Statement and the Final Official Statement, and has duly adopted or authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the City Documents in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executid and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the City Documents will constitute the legally valid and binding obligations of the City enlorceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally, or by the exercise ofjudicial discretion and the limitations on legal remeiies against municipal corporations in the State. The City has complied, and will at the Closing be in compliance in all respects, with the terms of the City Documents' (d) To the best ofits knowledge, the City is not in any material respect in breach of or default gnder any applicable constitutional provision, law or administrative regulation of any state or ofthe United States of America, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other Lri-,rrrl"nt to which the City is a party, which breach or default has or may have an adverse effect on the ability ofthe City to perform its oLligations under the City Documents, and no event has occuned and is continuing wirictrwith the passage of time or the giving of notice, or both, would constitute such a default o, "u.nt of defait ,rnd", ury such instrument; and the adoption, execution and delivery of the city Documents, if applicable, and compliance with the provisions on the city's part contained therein, will not conflict in any material way with or constitute a material breach ofor a material default under any constitutional provision, law, administrative regulation, judgrnenl, decree, loan agreement, indenturi, bond, note, reiolution, agreement or other instrument to which the City is u pur,i, "o. *ill uny such adoption, execution, delivery or compliance result in the creation or i-porition of any lien, charge or other security interest or encumbrance of any nature whatsoever upo, uny of the property or assets of the city or under the terms of any such law, regulation or instrument, except as may be provided by the City Documents' (e) To the best of its knowledge, all material authorizations, approvals, licenses, permits, consenii and orders of any govemmental autho'ity, legislative body, board, agency or "om-ission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the City of its obligations in connection with the City Documents have been duty obtained or, when required for future performance, are expected to be obtained, other than such approvals, consents and orders as may be required under the Blue Sky or securities laws ofany .tut" io "o*""tion rvith the offering and sale of the Bonds, and except as described in or contemplated by the Preliminury Offi"iul Statement and the Final Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency oi'commission having jurisdiction of the matter which are required for the due authoriza-tion by, or which would conititute a condition precedent to or the absence of which would materially adreisely affect the due performance by, the City of its obligations under the City Documents have been duly obtained. (0 The preliminary Official Statement was as of its date, and the Final Official Statement i., und ut all tirnes subsequent to the date of the Final OIlicial Statement up to and 4 including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement and the Final Oflicial Statement do not and up to and including the Closing will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (except that this representation does not include information regarding The Depository Trust Company and its book-entry only system, information under the caption "MISCELLANEOUS-Underwriting," CUSP numbers, prices and letds for the Bonds and any other information provided by the Underwriter, as to which no view is expressed). (g) The City will advise the Underwriter promptly of any proposal to amend or supplement the offrcial Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any goverffnental authority prohibiting or otherwise affecting the use of tht Official Statement in connection with the offering, sale or distribution ofthe Bonds. (h) As of the time of acceptance hereof and the Closing, except as disclosed in the ofticial statement, there is no action, suit, proceeding, inquiry or investigatlon, at law or in equity, before or by any court, governmental authority, public board or body, pinding, with service ofprocess having been accomplished, or threatened in writing to the City: (i) in any way questioning the corporate existence ofthe City or the titles of the officers ofthe City to their iespective offrces;(ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to payinstallment payments pursuant to the lnstallment Sale Agreements or the principal of and interest on the Bonds,or in any way contesting or affecting the validiry of the Bonds, the City Documents or the consummation of the transactions contemplated thereby or hereby or the excluiion of the interest on the Bonds from taxation or contesting the powers ofthe Authority or its authority to issue the Bonds;(iii) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the City; or (iv) contesting the completeness or accuracy of the Preliminary Ofhcial Statement or the Final Official Statement or any supplement or amendment thereto, or asserting that the Preliminary Oflicial Statement or the Final Offrcial Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstinces under which they were made, not misleading. (D There is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) ofparagraph 6(h). (j) Until the date which is twenty-five (25) days after the .,end of the underwriting period" (as such term is defined herein), if any event occurs of which the City is aware that would cause the Offrcial Statement to contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in the Official Statement, in light of the circumstances under which they were made, not misleading, the City shall forthwith notiiy the Underwriter of any such event of which it has knowledge and shall cooperate fully in fumishing any information available to it for any supplement to the official statement necessary, in the Underwriter's reasonable opinion, so that the statements therein as so supplemented wilt not be misleading in light of the circumstances existing at such time, and the city shall promptly fumish to the Underwriter a reasonable number of copies of such supplement. As used herein, thl tirm ..g!d dthe underwritine period" means the later of such time as: (i) the Authority delivers the Bonds to the 5 Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the "end of the underwriting period" shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the Underwriter at or prior to the Closing Date of the Bonds and shall speciff a date (other than the Closing Date) to be deemed the "end ofthe underwriting period." (k) [Reserved]. 0) Except as disclosed in ttre Preliminary Official Statement and the Final Official Statement, the City has not within the last five years failed to comply in any material respect with any continuing disclosure undertakings with regard to the Rule. (m)TheCitywillrefrainfromtakinganyaction,orpermittinganyactiontobe taken, with regard to which the City may exercise control, that results in the loss of the tax-exempt status of the interest on the Bonds. 7 senta and of the n The Authority represents and covenants to the underwriter and the city that: (a)TheAuthorityisapublicbody,dulyorganizedandexistingunderthe Constitution and laws ofthe State, including the JPA Act, and the JPA Agreement' (b) The Authority has full legal right, power and authority to adopt or enter into' as the case may be, and to carry out and consummate the transactions on its part contemplated by the Authority Documents. (c) By all necessary official action, the Authority has duly adopted' authorized and approved the Authority Documents, has duly authorized and approved the Preliminary Offrcial Statement, will, by execution thereof, duly authorize and approve the Final Official Statement and has duly adopted or authorized and approved the execution and delivery of, and the performance by ,t . eifro;rv of the obligation, on it. part contained iq the Authority Documents and the consummati;n by it ofall oiher transactions;ontemplated by the Authority Documents in connection with the issuance of the Bonds. As of the date heriot such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the Authority Documents riill constitute the tegally vaiid and binding obligations ofthe Authority enforceable in accordance with their respectiv; terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or simiLr laws or equitable principles relating to or affecting creditors'- righti generally, or by the exercise of judicial discretion and the limitations on legal remedies agiinst joint powers authorities in the State. The Authority has complied, and will at the Closing be in compliance in all respects, with the terms of the Authority Documents. (d) To the best of its knowledge, the Authority is not in any material respect in breach ofor defiult under any applicable constitutional provision, larv or admiaistrative regulation of any state or of the United States of America, or any agency or instrumentality of_ either, or any applicable judgment or decree, or any loan agreement, indelture, bond, note, resolution, agreement oi'oth". ini*-.ent to which the Auihority is a party which breach or default has or may have an adverse effect on the ability of the Auihority to perform its obligations under the Authority 6 Documents, and no event has occurred and is continuing which with the passage of time or the giving ofnotice, or both, would constiute such a default or event ofdefault under any such instrument; and the adoption, execution and delivery of the Authority Documents, if applicable, and compliance with the provisions on the Authority's part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party, nor will any such adoption, execution, delivery and compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance ofany nature whatsoever upon any ofthe property or assets of the Authority or under the terms ofany such law, regulation or instrument, except as may be provided by the Authority Documents. (e) To the best of its knowledge, all material authorizations, approvals, licenses, permits, consents and orders of any govemmental authority, legislative body, board, agency or commission having jurisdiction. of the mafter which are required for the due authorizatio=n by, or which would constitute a condition precedent to or the absence of which would materially adveisely aflect the due performance by the Authority of its obligations in connection with the Authority Documents have been duly obtained oq when required for future performance, are expected to be obtained, other than such approvals, consents and orders as may be required under the 'Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; and except as described in or contemplated by the Preliminary Official Sratemenr and the Final O{ficial Statement,all authorizations, approvals, licenses, permits, consents and orders of any govemmental authority, board, agency or commission having jurisdiction of the matter which ari required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations under the Authority Documents have been duly obtained. (f) The Authority hereby agrees that it will notifu the other parties hereto if, within the period fiom the date ofthis Purchase Agreement to and including the date t',venty-five (25) days following the end of the underwriting period, the Authority discovers any pre-existing or subsequent fact or becomes aware of the occurrence of any event, in any such case, which might cause the O{Iicial Statement (as the same may have then been supplementid or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light ofthe circumstances under which they were made, not misteadrng. (g) As of the time of acceptance hereof and the closing, except as disclosed in the official statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, govemmental authority, public board or body, pinding, with serviceof process having been accomplished, or thrcatened in writing to the euthority, 1-i) i., uny *uy questioning the corporate existence of the Authority or the titles of rhe officers oi the Authority to their respective oflices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuanceor delivery of any of the Bonds, or the pa)'rnent or collection of any amounts iledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or-affecting thevalidity of the Bonds or the other Authority Documents or the consummation olthe transactions contemplated thereby or hereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the Authority or its authority to issue the Bonds; (iii) whichwould be likely to result in any material adverse change relating to the business, op"*tion. o.financial condition of the Authority; or (iv) contesting the completeness or accuiacy of the Preliminary Official Statement or the Final Offrcial Statement or any supplement or amendment 7 8 thereto or asserting that the Preliminary Official Statement or the Final Official Statement contained any untrue statement of a material fact or omited to state any material fact required to be stated thirein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (h)Thereisnobasisforanyaction,suit,proceeding,inquiryorinvestigationof the nature described in clauses (i) through (iv) ofparagraph 7(g). (i) The information in the Offrcial Statement set forth under the captions *INTRODUCTION-The Authority" and 'THE AUTHORITY" does not contain any untrue statement ofa material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in tight of the circumstances under which they were made, not misleading. 0)ExceptasdisclosedinthePreliminaryofficialStatement.andtheFinal Offrcial StatemJ-nt, the Authority has not within the last five years failed to comply in any material respect with any continuing disclosure undertakings with regard to the Rule' (k) The Authority will refrain from taking any action, or permitting any action to be taken, with iegard to which the Authority may exercise control, that results in the loss of the tax-exempt status of the interest on the Bonds. g. Closins Conditions. The Underwriter has entered into this Purchase Agreement in reliance upon th; r"p*.*t"ti"r., *arranties and covenants herein and the performance by the City aoJ itre eott o.ity oi th.i, obligutions hereunder, both as of the date hereof and as of the Closing Date. The Underw,riter's oblifrtions under this Purchase Agleement to purchase and pay for the Bonds shall be subject to the following additional conditions: (u)Therepresentations,warrantiesandcovenantsoftheCityandtheAuthority contained herein shall be true, complete and correct in all material respects at the date hereof and at the time of the Closing, as if made on the Closing Date' (b)AtthetimeoftheClosing:(i)theCityDocumentsandtheAuthority Documents shai'be in full force and effect, and shall not have been amended, modified or ,"pprli"*.a except with the written consent of the Underwriter; and (ii) there shall be in full force and effect such resoiutions as, in the opinion ofBond Counsel, shall be necessary in corurection with the transactions contemplated ty ttre omciat statement, the city Documents and the Authority Documents. (c) The Underwriter shall have the right to terminate this Purchase Agreement, without liabilirytirerefor, by notification to the City if at any time at or prior to the Closing: (i)anyeventshalloccurwhichcausesanystatementcontainedinthe Official Statement to be materially misleading or results in a failure of the Oflicial Statement to state a material fact necessary to make the stat;ments in the Official Statement, in the light of the circumstances under which they were made, not misleading; or (iDthemarketabilityoftheBondsorthemarketpricethereof,inthe opinion of the Underwiiter, has been -ut"iiuuy adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the lntemal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereot or the presenEnent of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation ofthe Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Departrnent, the Intemal Revenue Service or other federal or State authority materially adversely affecting the federal or State tax status of the City or the Authority, or the interest on bonds or notes or obligations ofthe general character ofthe Bonds; or (iii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any govemmental body, department or district ofthe State, or a decision by any court of competent jurisdiction within the State or any court ofthe United States shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; or (iv) legislation shall be enacted by the Congress ofthe United States, or a decision by a court of the United states shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange commission or any other governmental district having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale ofthe Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision ofthe federal securities larvs, including the Securities Act of 1933, as amended and as thinln effect, or that the Trust Agreement needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (v) additional material restrictions not in force as ofthe date hereof shall have been imposed upon trading in securities generally by any govemmental authority or by any national securities exchange, which restrictions materially adversely affect the Underwriter's ability to trade the Bonds; or (vi) a general banking moratorium shall have been established by federal or State authorities; or (vii) the United States has become engaged in hostilities which have resulted in a declaration ofwar or a national emergency or there has occurred any other outbreak of hostilities or a national or intemational calamity or crisis, or there has occurred any escalation of existing hostilities, calamity or crisis, financial or otherwise, the effect of which on the financial markets of the United States being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability ofthe Underwriter to market the Bonds; or 9 (viii) the ratings of the Bonds shall have been downgaded, suspended or withdrawn by a national rating service, which, in the Underwriter's reasonable opinioq materially adversely affects the marketability or market price ofthe Bonds; or (ix) the commencement of any action, suit or proceeding described in paragraph 6(i) hereof which, in the judgnrent of the Underwriter, materially adversely affects the market price ofthe Bonds; or (x) there shall be in force a general suspension ol trading on the New York Stock Exchange. (d) At or prior to the Closing, the Underwriter shall receive with respect to the Bonds (unless'tjre context otherwise indicates) the following documents; P.old"q.that the u"""ptu"". of the Bonds by the Underwriter on the Closing Date shall conclusively evidence the satisiaction of the requirements of this subsection (d) or the waiver by the Underwriter of any discrepancies in documents which are not in strict conformity with the requirements of this subsection (d): (i) Bond Cotmsel Opinion' An approving opinion of Bond Counsel dated the Closing Date and substantially in the, form appended to the Oflicial Statement, together with a letter from such counsel, addressed to the Underwriter and dated the Closing Date, to the effect that the approving opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to the Underwriter. (ii) Supplemental Opinion' A supplemental opinion or opinions ofBond Counsel, addressed to th; Unde;riter, in form and substance acceptable to the Underwriter, and dated the Closing Date substantially to the following effect: (A) The Purchase Agreement has been duly executed and delivered by the City and, assu#ng due authorization, execution and delivery by the other parties thereto, ifaiplicable, constitutes the valid and binding agreement ofthe City; (B) The statements contained in the OfEcial Statement pertaining to the Bonds on rhe front "ou"i pug" and under the captions "NTRODUCTION," *THE BONDS"' .SECURTTy AND SOIRCES bi pevr',mur FOR Tm BONDS" and "MISCELLANEoUS- ru* Ntutt".r,, and in Appendices A and E, insofar as such statements pwport to summarize certain ;;riri; of the Bonds, the Trust Agreement, the lnstallment sale Agreements and -the final ilr;;; opinion of Bond Counsel, "*iludit g any material that may be treated as included under to"tt "uptloni ty cross-reference, are accurate in all material respects; and (C) The Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification as an indenture under the Trust Indenture Act of 1939, as amended' (iiDCityArtorneyopinion.AnopinionoftheCityAttorney,addressedto the Underwriter, in form and substance u"""pabl" to Bond Counsel and the Underwriter, dated the Closing Date istantially to the following effect (and including such additional matters as may be reasonably required by Bond Counsel or the Underwriter): 10 (A) The City is a m"nicipal corporation and general law city, duly organized and existing under and by virtue of the laws ofthe State; (B) The City Resolution has been duly adopted at a meeting ofthe city that was duly called, noticed and conducted, at which a quorum was present and acting throughout, and the city Resolution is in full force and effect and has not been modified, amended rescinded or repealed since the dates of its adoption; (C) The City Documents have been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the other parties thereto, if applicable, constitute the valid, legal and binding agreements of the city enforceable in accordance with their respective terms; (D) The information in the Official Statement (excluding therefrom financial statements and other statistical data, information regarding The Deposiiory Trusi Company and its book-entry only system, information under the caption "MISCELLANEOUS- Underwriting," CUSIP numbers, prices and yields for the Bonds and any other inforrnation provided by the Underwriter, as to which no view need be expressed) does not contain any untrue staGment of a material fact or omit to state a material fact required to be stated therein or ni""ssary to make the statements therein, in light of the circumstances under which they were made, not misleading; (E) Except as otherwise disclosed in the Official Statement and to the best knowledge of such counsel after due inquiry, there is no litigation, proceeding, action, suit, or. investigation at law or in equity before or by any court, govemmental uutho.ity or body, pending, with service of process having been accomplished, or threatened in writing againsi'tire City, challenging the creation, organization or existence of the City or the validity ofthe dity Do.rr-"otr, seeking to restrain or enjoin the repayment of the Bonds, in any way contesting or affecting the validity of the City Documents or contesting the authority of the City to enter into or perform its obligations under any ofthe city Documents, or which, in any manner, questions the righiofthe city to pay the 2016 Installment Payments under the lnstallment Sale Agreements or affects in any manncr the right or ability of the .City to collect or pledge the System Gross Revenues (as such term is defined in the Installment Sale Agreements); and (F) Except as otherwise disclosed in the Official Statement, there are no outstanding bonds, notes or other obligations of the city which are payable from the Revenues. (iv) Disclosure Counsel Opinion An opinion of Orrick, Herrington & sutcliffe LLP, as Disclosure counsel to the city ("Dirgl9sur9-.lgaq!q!"), dated the closing Date and addressed to the Underwriter, to the eflect that, based on the information made available to it in its role as Disclosure Counsel, without having undertaken to determine independently the accuracy, completeness or faimess ofthe statements contained in the Official Statement, but on the basis of its participation in conferences with the Underwriter, Stradling Yocca Carlson & Rauth, a Professional Corporation, counsel to the Underwriter (' flndg!agtg{s!sus!g!"), the City, the City Attomey and others, and its examination of certain documents, no information has come to the attention of the aftomeys in the firm rendering legal services in connection with the issuance of the Bonds which would lead them to believe that the Official Statement as of its date and as of the Closing Date contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not ll misleading (except that no opinion or belief need be expressed as to any financial, statistical and demographic data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, -the engineer's report, and information regardrng DTC and its book-entry only system contained in the Offrcial Statement). (v)Tntstee/EscrowAgentCounselopiniorr.Anopinionofcounseltothe Trustee and Escrow Agent, addressed to the Underwriter and dated the Closing Date, in form and substance satisfactory to the Underwriter and to Bond Counsel. (vi) Authority Counsel Opinion An opinion of legal counsel to the Authority, addressed to the Underwriter, in form and substance acceptable to Bond Counsel and the Una".*.ii.., dated the Closing Date substantially to the following effect (and including such additional matters as may be reaionably required by Bond Counsel or the Underwriter): (A) The Authority is a public body, organized and existing under the constitution and laws ofthe State, including the JPA Act and the JPA Agreement; (B) The Authority Resolution has been duly adopted at a meeting of the Authority that was duly'called, noticed and conducted, at which a quomm was present and ".ti.g *"".gt.irt, and the Au;hority Resolution is in full force and effect and has not been modified, u-"nd"d, reicinded or repealed since the date of its adoption; (C) The Authority Documents have been duly authorized, executed and delivered by the Authority and, assuming due authorization, execution and delivery by the other parties thereto, ifapplicable, ionstitute valid, legal and binding agreements of the Au&ority enforceable in accordance with their respective terms; and (D) Except as otherwise disclosed in the Olficial Statement and to the best knowledge of such counsel after due inquiry, there is no litigation, proceedilg, action, suit, or investigation ai law or in equity before or by any court, governmental authority or body, pending, *itt ..*i"." of process having been accomplished, or thLreatened in writing against the Authority, challenging the ireation, orgaiiration o, "*irt"o"" of the Authority or the validity of the Authority ;;;;d seeking to iestiain or enjoin the repayment of the Bonds or in any way contesting or affecting the validif of the Authoritybocument; or contesting the authority of the Authority to enter into or perform its obligations under any ofthe Authority Documents' (vii) CitY Doatments. (A) A certified copy ofthe City Resolution; and (B) A certificate of the City Clerk to the effect that the City Resolution is in full force and e-ffect and has not been modified, amended, rescinded or repealed since the date of its adoption. 12 (v111) Authority Doatments. (A) A certified copy ofthe Authority Resolution; and (B) A certificate of the Secretary of the Authority's Goveming Board to the effect that such Authority Resolution is in full force and effect and has not been modified, amended, rescinded or repealed since the date of its adoption. (ix) Oficial Statement. The preliminary Official Statement and the executed Final Official Statement and each supplement or amendment, ifany, thereto. (x) Trust Agreement The Trust Agreement, executed by the Authority and the Trustee. (xi) Installment Sale Agreements. The Instalknent Sale Agreements, each executed by the Authority and the City. (xii) Continuing Disclosure Certificate. The Continuing Disclosure Certificate, executed by the City. (xiiD Tntstee/Escrow Agent Resolution A certified copy of the general resolution of the Trustee and Escrow Agent authorizing the execution and diiivery of certain documents by certain olficers of the Trustee, which resolution authorizes the execution and deliveryof the Trust Agreement and the authentication and delivery of the Bonds by the Trustee and authorizes the execution and delivery ofthe Escrow Agreement by the Escrow Agint. (xiv) JPA Agreement. Certified copies of the JpA Agreement and all amendments thereto and related certificates issued by the secretary ofState ofthe Siate. (xv) Purchase Agreement. This purchase Agreement, executed by the Authority, the City and the Underwriter. (xvi) Escrow Agreement. Authority and the Escrow Agent. The Escrow Agreement, executed by the (xvii) City Rule 15c2-12 Certificate. A certificate, dated the date of the Preliminary official Statement, of the city to the efrect that, for purposes of compliance with the Rule, the City deems the Preliminary Official Statement to be final as of its date. (xviii) Authority Rule l5c2-12 Certilicate. A certificate, dated the date of the Preliminary official Statement, of the Authority to the effect that, for purposes of compliance with the Rule, the Authority deems the preliminary official statement to be finaias of its date. (xix) Tax Certifcate. A Tax Certificate with respect to maintaining the tax-exempt status ofthe Bonds, duly executed by the City and the Authority. (xx) Notices to Srate. Copies of the preliminary and final notices to the Califomia Debt and Investment Advisory Commission relating to the Bonds. l3 (xxi) City Certificate. A certificate of the City, dated the Closing Date, sigued on behalfofthe City by a duty authorized officer ofthe City to the following elfect: (A) The representations, warranties and covenants of the City contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, and the City has complied with all of the terms and conditions of this Purchase Agreement required to be complied with by the City at or prior to the Closing Date; and (B) No event affecting the City has occurred since the date of the Of6cial Statement which has not been disclosed therein or in any supplement or amendment thereto that would cause the Official Statement to contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (r;xil) Authority Certificate. A certificate of the Authority, dated the Closing Date, signed on behalf of the Authority by a duly authorized ollicer of the Authority, to the effect that: (A) The representations, warranties and covenants of the Authority contained herein are true and correct in all material respects on and as of the_ Closing Date as if made on the Closing Date and the Authority has complied with all of the terms and conditions of this Purchase Agreemerit required to be complied with by the Authority at or prior to the Closing Date; and (B) no event affecting the Authority has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto that would cause the OIlicial Statement to contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (xxiii) Tntstee/Escrow Agent Certifrcate. A certificate or certificates of the Trustee and the Escrow Agent, addressed to the City and the Underwriter and dated the Closing Date, in form and substance acceptable to the Underwriter and to Bond Counsel' (xxiv) Rarings. Evidence that the ratings on the Bonds are as described in the Offrcial Statement. (xxv) Specimen Bozds. Specimen Bonds, executed by the Authority and authenticated by the Trustee. (t<xv|) Underwriter's Cotrnsel Opinion. An opinion of Underwriter's Counsel, addressed to the Underwriter and in form and substance satisfactory to the Underwriter. (xxvii)LetterofRepresentTtions.AcopyoftheexecutedBlanketlssuer Letter of Representations by and between the Authority and DTC relating to the book entry system, or an acknowledgement from DTC that such a letter is on file with DTC' (r,:<viii) DAC Report. A report of Digital Assurance Certification LLC as to compliance by the City and ihe Authority and/or related entities with their respective continuing disclosure undertakings. l4 (xix) Other. Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the Closing Date, of the representations contained herein and in the Oflicial Statement and the due performance or satisfaction by the Trustee, the City and the Authority at or prior to such time of all agreements then to be performed and all conditions then to be satisfied in connection with the delivery and sale of the Bonds. If the Authority and City shall be unable to satisry the conditions contained in this Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Ageement, this Purchase Agreement shall terminate and neither the Underwriter, the Authority or the City shall be under any further obligation hereunder. 9. Expenses. The Authority will pay or cause to be paid the expenses incident to the performance of its obligations hereunder and certain expenses relating to the sale of the Bonds, including, but not limited to: (a) the cost ofthe preparation and printing or orher reproduction of the City Documents and the Authority Documents (other than this Purchase Agreement); (b) the fees and disbursements ol golil eorrnsel and Disclosure Counsel, the City's financial advisor and any other experts or other consultants retained by the City or the Authority; (c) the costs and fees of the credit rating agencies; (d) the cost of preparing and delivering the definitive Bonds; (e) the cost of providing immediately available funds on the closing Date; (0 the cost of the printing or other reproduction of the official statement and any amendment or supplement thereto, including a reasonable number of certified or conformed copies thereof; (g) the Underwriter's out-of-pocket expenses incurred with the financing, including air travel and hotel costs in connection with the pricing of the Bonds, investor meetings, the rating agency trip and the Bond closing, meals and transportation for the Underwriter during the rating agency trip and pricing, expenses related to attending working $oup meetings such as parking, meals and transportation and any other miscellaneous closing costs; and (h) expenses (included in the expense component of the spread) incurred on behalf of the City's employees which are incidental to implementing this Purchase Agreement, including, but not limited to, meals, transportatioq lodging and entertainment of such employees. The Underwriter will pay the expenses ofthe preparation of this Purchase Agreement and all other expenses incuned by the Underwriter in connection with the public offering and distribution of the Bonds, including Califomia Debt and lnvestment Advisory Commission fees and the fee and disbursements of Underwriter's Counsel and all other expenses incurred by the Underwriter in connection with the public offering and distribution ofthe Bonds. 10. Notices. Any notice or other communication to be given to the City or the Authority under this Purchase Agreement may be given by delivering the same in writing to such entity at the addresses set forth above. Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to stifel, Nicolaus & company, Incorporated, 515 south Figueroa Street, Suite 1800, Los Angeles, california 90071, Attention: John W. Kim. ll. Entire Asreement. This Purchase Agreement, when accepted by the Authority and the City, shall constitute the entire agreement among the City, the Authority and the Underwriter and is made solely for the benefit ofthe City, the Authority and the Underwriter (including the successors or assigns of the Underwriter). No other person shall acquire or have any right hereunder by virtue hereof, except as provided herein. Alt of the City's and the Authority's representations, warranties l5 and agreements in this Purchase Agreanent shall remain operative and in fulI force and effect, regardless of any investigation made by or on behalf of the Underwriter, until the earlier of: (i) delivery of and payment for the Bonds hereunder; and (ii) any termination of this Purchase Agreement. 12. Countemarts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each ofwhich when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 1 3 . Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 14. State of California Law Govems. The validity, interpretation and performance of this Purchase Agreement shall be governed by the laws ofthe State' [REMAINDER OF PAGE LEF| INTENTIONALLY BLANK] l6 15. No Assisnment. The rights and obligations created by this Purchase Agreement shall not be subject to assignment by the Underwriter, the Authority or the City without the prior written consent of the other parties hereto. STIFEL, NICOLAUS & COMPANY, INCORPORATED By: Its:Authorized Officer Accepted as ofthe date first stated above: CITY OF BURLINGAME By: Its:City Manager BURLINGAME FINANCING AUTHORITY By: Its:Executive Director s-l E)GIIBIT A MATTJRITY SCHEDULE BURLINGAME FINANCING AUTHORITY Water and Wastelvater Revenue Refunding Bonds, Series 2016 Artrount Coupon Yield o/o Price Maturing April I * Term Bondsc Priced to the optional redemption date of- l, 20- at par. %S A-l APPENDIX D FORII OF COI-TINUING DISCLOSURE CERTIFICATE This Continuing Disclosure C€rtificate (the "Disclosure Certificate") is executed and delivered by the City of Burlingame, Califomia (herein the "City'') in connection with the issuance of the Burlingame Financing Authority Water and Wastewater Revenue Refunding Bonds, Series 2016 (the "Bonds"). The Bonds are being issued pursuant to a Trust Agreement, dated as of June l, 2016 (the "Trust Agreement"), between the Burlingame Financing Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). The City covenants and agrees as follows: SECTION l. Pumose of the Disclosure Cenificate. This Disclosure Cenificate is being executed and delivered by the City for the benefit ofthe Holders and Beneficial Owners ofthe Bonds and in order to assist the Participating Under*riter in complying with Securities and Exchange Commission ("S.E.C.") Rule l5c2- l2(bx5). SECTION 2. Definitions. In addition to the defrnitions set forth in the Trust Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise dehned in this Section, the following capitalized terms shall have the following meanings: "Annual Report ' shall mean any Annual Repon provided by the City pursuant to, and as described ir, Sections 3 and 4 ofthis Disclosure Certificate. "Beneficial Ownei' shall mean any person which has or shares the powel directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), 'Dissemination Agent" shall mean the City, or any successor Dissemination Agent designated in wriling by the City and which has filed with the City a written acceptance of such designation. 'Ilolder" shall mean the persoa in whose name any Bond shall be registered. "Listed Events" shall mean any of the events listed in Section 5(a) or (b) of this Disclosure Certificate. "MSRB" shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made tkough the Electronic Municipal Market Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org. "Official Statement" means the Ofhcial Statement, executed by the Authority, dated [May J, "Participating Underwriter" shall mean the originat underwriter of the Bonds required to compty with the Rule in comection with offering of the Bonds. "Rute" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. SECTION 3. Provision ofArnual Repons (a) The City shall, or shall cause the Dissemination Agent to, not later than seven months after the end of the City's hscal year (which shall be February I ofeach year, so long as the City's fiscal year ends on June 30), commencing with the leport for the 2014-15 fiscal year (which is due not later than February l, 2017), 2016_ provide to the MSRB an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Amual Repon may cross-reference other information as provided il Section 4 of this Disclosure Certificate; provided, that the audited financial statements of the City may be submitted separately frorn the balance of the Ar:nual Report and later thatr the date required above for the filing of the Amual Report if they are uot available by that date. If the City's fiscal year changes, it shall give notice of such change in a filing with the MSRB in a timely mannet not later than ten business days after the occurrence ofsuch change. The Annual Report shall b€ submitted on a standard form in use by industry participants or other appropriate form and shall identifu the Bonds by name and CUSIP number. (b) Not later lhan 15 business days prior to said date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If the City is unable to provide to the MSRB an Annual Report by the date required in subsection (a), the City shall, in a timely manner, send or cause to be sent to the MSRB a notice in substantially the form anached as Exhibit A. (c) The Dissemination Agent shall (ifthe Dissemination Agent is other than the City) frle a report with the City certi$ing that the Annual Report has been provided pursuatrt to this Disclosure Certificate, stating the date it was provided to the MSRB. SECTION 4. Contenr of Annual Reports. The City's Annual Report shall contain or include by reference the following: (l) The audited financial statements of the City for the preceding fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to govemmental entities from time to time by the Govemmental Accounting Standards Board. If the City's audited firaacial statements are not available by the time the Anaual Report is requircd to be provided to the MSRB pursuant to Section 3(a), the Annual neport shail contain unaudited financial statements in a format similar to the financial statements contained in the final Olficial Statement, and the audited financial statements shall be provided to the MSRB in the same manner as the ADf,ual Report when they become available. To the extent not included in the audited financial statement of the City, the Annual Report shall also include the following: (2) Outstanding indebtedness of the Water System and Wastewater System (as such terms are defined in the Official Statement). (3) Tabular or numerical information substadialty in the form contained in the Official Statement, relating to the Bonds, in the following tables: (i) Tabte I entitled "CITY OF BLJRLINGAME Number of Connections by User"; (i0 Table 3 entitled -cITy oF BLJRLINGAME WATER SYSTEM Hislorical Water Consumption"; (iii) Table 4,{ entitled "CITY OF BURLINGAME WATER SYSTEM 4 Year History of Water Rates and Approved Rates for 2015-2016"; (iv) Table 48 entitled 'CITY OF BURLINCAME WATER SYSTEM Tiered Rate Charges"; (v) Table 6 entitted -CITY oF BITRLINGAME WATER FUND Statement of Net Ass€ts Fiscal Years Ended June 30, 2012 through June 30, 2015"; (vi) Table 7 entitled 'CITY OF BURLINGAME WATER FUND Statement of Revenues, Expenses and changes in Fund Net Assets Fiscal Years Ended June 30, 2012 through June 30, 2015"; (vii) Debt service coverage for the preceding fiscal year, presented in the format ofTable 8; (viii) Table ll entitled 'CITY OF BIJRLINGAME WASTEWATER SYSTEM Bi-Monthly Meter Charge"; (ix) Connection Fees"; Tabte 12 entitled "CITY OF BURLINGAME WASTEWATER SYSTEM Sewer (x) Table 15 entitled *clTY oF BURLINGAME SEWER FIJND Statement of Net Assets Fiscal Years Ended June 30, 2012 tkough June 30, 2015"; (xii) Debt service coverage for the preceding fiscal year, presented in the format ofTable l7 Any or all of lhe items listed above may be set forth in one or a set of documents or may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which have been made available to the public on the MSRB'S website. The City shall cleady identify each such other document so included by reference. SECTION 5, Reportinq ofSienificant Events. (a) The City shall give, or cause to be giveq notice ofthe occurrence of any of the following events with respect to the Bonds in a timely manner not later than ten business days after the occurrence of the event: Principal and interest palment delinquencies; Unscheduled draws on debt service reserves reflecting financial difficulties; Unscheduled draws on credit enhancements reflectirg financial difficulties; Substihrtion ofcredit or liquidiry providers, or thet failure to perform; Adverse tax opinions or issuance by the lnternal Revenue Service of proposed or final determination oftaxability or ofa Notice ofProposed Issue (lRS Form 5701 TEB); Tender offers; Defeasances; Rating changes; or Bankruptcy, insolvency, receivership or similar event ofthe obligated person Note: for the purposes ofthe event identified in subparagraph (9), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or govemmental autholity has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and offrcials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the efltry of an order confirming a plan of reorganization, arrangement or liquidation by a court or govemmental authority having supewision or jurisdiction over substantially all of the assets or business of the obligated person. l. (xi) Table 16 entitled 'C[TY OF BURLINGAME SEWER FUND Statement of Revenues, Expenses and Changes in Fund Net Assets Fiscal Years Ended June 30, 2012 tkough June 30, 2015"; and 2. 3. 4. 5. 6. 7. 6. 9. (b) The City shall give, or cause to be given, notice of the occurence of any ofthe followhg events with respect to the Bonds, if material, in a timely manner not later thao ten business days after the occlurence of the event: Unless described in paragraph 5(a)(5), other material noticcs or determinations by the Intemal Revenue Service with respect to the tax status of the Bonds or other material evens affecting the tax status of the Bonds; Modifications to rights ofBond holders; Optional, unscheduled or contingent Bond calls; Release, substitution, or sale ofproperty securing repayment ofthe Bonds; Non-payment related defauls; The consummation of a merger, consolidation, or acquisition involving ao obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course ofbusiness, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; or (c) Upon the occurrence ofa Listed Event described in Section 5(a), or upon the occurrence of a Listed Event described in Section 5(b) which the City determines would be material under applicable federal securities laws, the City shall within ten business days of occunence file a notice of such occurrence with the MSRB. Notwithstanding the foregoing, notice of the Listed Event described in subsection (b)(3) need not be given under this subsection any earlier than the notice (if any) of the underllng event is given to Holders of affected Bonds pursuant to the Trust Agreement. SECTION 6. Format for Filines with MSRB. Any report or filing with the MSRB pursuant to this Disclosure Certificale must be submitted in electronic format, accompanied by such identifuing information as is prescribed by the MSRB. Sf,CTION 7.Termination of R obl iqation.The City's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such terminatiotr occurs prior to the hnal maturity of the Bonds, the City shall give notice of such termination in a filing with the MSRB in a timely manner not later than ten business days after the occurrence of such termioation. SECTION 8. Dissemination Asent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Ag€nt shall not be responsible in any manner for the content ofany notice or report prepared by the City pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the City. SECTION 9. Certificate, the City may amend thi waived, provided that the following Amendment Waiver . Notwithstanding any other provision of this Disclosure s Disclosure Certificate, and any provision of this Disclosure CertiFrcate may be conditions are satisfi ed; (a) If the amendment or waiver relates to the provisions of Sections 3(a),4, or 5(a) or (b), it may only be made io connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status ofan obligated person with respect to the Bonds, or the type ofbusiness conducted; 7. Appointment ofa successor or additional trustee or the change ofname ofa trustee. I 2. 3. 4. 5. 6. (b) The undertaking, as amended or taking into accounl such waiver, would, in the opinion of natioually recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver does not, in the opinion of nationally recognized bond counsel, materially impat the ioterests of the Holden or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the City shall describe such amendment in the next Annual Report, and shall include, as applicable, a narative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. In addition, if the amendment relates to the accounting principles to be followed in preparing finatrcial statements, (i) notice of such change shall be given in a filing with the MSRB, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 10. Additional Information. Nothing in this Disclosure C€rtificate shall be deemed to prevent the Ciry from disseminating atry other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice required to be filed pursuant to this Disclosure Certificate, in addition to that which is required by this Disclosure Certifrcate. If the City chooses to include any information in any A:rnual Repon or notice in addition to t}rat which is specificalty required by this Disclosure Certificate, the City shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listcd Event or any other event required to be reported. SECTION 11. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner ofthe Bonds may take such actions as may be Decessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. The sole remedy under this Disclosure Certificate in the event of any failure ofthe City to comply with this Disclosure Certifrcate shall be an action to compel perfonnance. SECTION 12. Benehciaries. This Disclosure C€rtificate shall inure solely to the benefit ofthe City, the Dissemination Agent, the Participating Undenlriter and Holders and Beneficial Owners from time to time ofthe Bonds, and shall create no rights in atry other person or entity. Date CITY OF B IJRLINGAME, CALIFORN]A By CONTL\UL\G DISCLOSURE EXHIBIT A FORM OF NOTICE TO TIIE MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURX TO FILE ANNUAL RXPORT Ciry of Burlingame, CalifomiaName of Issuer: Name ofBond Issue:Burlingame Financing Authority Water and Wastewater Revenue Refunding Bonds, Series 2016 June _, 2016 NOTICE IS HEREBY GMN that the City has not provided an Annual Repon with respect to the above-named Bonds as required by Section 5.16 of the 2016 lnstatlment Sale Agreement (Water System) and Section 5.16 ofthe 2016 IrstalLnent Sale Agreement (Wastewater System), each dated as of June l,2016, between the Budingame Financing Authority and the City. [The City anticipates that the Annual Repon will be filed by Date CITY OF BURLINGAME, CALTFORNIA By Date of Issuance: