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State of CA Safe Drinking Water State Revolving Fund
SPFIIIXIM Construction Loan/Grant Agreement No. SRF1 iC%100 FUNDING AGREEMENT BETWEEN STATE OF CALIFORNIA DEPARTMENT OF PUBLIC HEALTH AND CITY OF FRESNO PROJECT NUMBER: 10100074)26C FOR A CONSTRUCTION LOAN AND GRANT UNDER THE SAFE DRINKING WATER STATEREVOLVING FUND LAW OF 1997 (Rees 1111) STATE OF CALIFORNIA HEALTH AND HUMAN SERVICES AGENCY - DEPARTMENT OF PUBLIC HEALTH z= FUNDING AGREEMENT BETWEEN STATE OF CALIFORNIA DEPARTMENT OF PUBLIC HEALTH AND CITY OF FRESNO PROJECT NUMBER: 10100074)26C FOR A CONSTRUCTION LOAN AND GRANT UNDER THE SAFE DRINKING WATER STATEREVOLVING FUND LAW OF 1997 (Rees 1111) wi lc%1M TABLE OF CONTENTS Section Page 1. Purpose of Funding.... .......................... .............. ......... -................. ...._.................. 1 2. Incorporation of Other Documents ..... ............. ...................._..._.._�........... 2 3. Project Cost................................................._.._......_._._._........._._..,......_........... 2 4. Loan Amount_ ............. ............. ..__.......................... _......_.................... 2 5. GrantAmount:....._..._........ ......... ................................................................. _......... 2 6. Suppliers Cost._._....... -_......... ..........._.........__...._.............................................. 3 7 Competitive Bidding...._.................._......._....................__...................... 3 8. Requirements for Disbursement......._..._ .............................. 3 9. Rate of Interest ........................ _............ 3 10. Loan Repayment Term ............ .................... .................... ....................... _... _. _...._ 3 11. Special Requirements ......... ......................................................................... 3 12. Operation and Maintenance of Project-.................................................................. 4 13. Fiscal Services and Deposit Account Control Agreement ....................................... 4 14. Project Officials and Notices ...... ..._....... ...._.............................. 4 15. Enforcement ............. .......... _................ 6 16. Miscellaneous Provislons................................................................................_...... 6 EXHIBIT A STANDARD CONDITIONS Article Page A-1. DeOnitlons......_.......... _............... ...._..........._.__........._..............._....................... 9 A-2. TerrnofAgreement....................................__............_....._._._...._..._.............._... 10 A-3. Basic Conditions Precedent ............... ............................................. ............... .... .. 10 sasncxrw TABLE OF CONTENTS (continued) Article Page A-4. Compliance Wth Laws, Regulators, and Permit Requirements .... .... ................... . 11 A-5. Project Changes..._ ........................................... ...................... ......... ......... 11 A-6, Disbursements by State ... .... _................. ........ ........ .... _.......... .......................... .. 11 (a) Claims... ......................_................,...._._.............................._......................... 11 (b) Disbursement...... ....... ..... .... ........._................... _................. _......... 11 (c) Rejection of Claims ...... _.............. ................................................................... 12 (d) Correction of Claims _ .................... ......................... 12 (e) Adjustments to Claims.._......_................_......_..............................._.............. 12 ((j Final Claim and DisbursamenL...................................................._.................. 13 (9) Fours Account ...... ........ .._............ ............._._......................_......................_.. 13 A- 7. Withholding of Loan and Grant Disbursements by State and Cancellation ofAgreement .... ............... ........ ................. ,....... ............................. ... ................... 13 (a) Conditions for Withholding. ............... .. . ................... ............ 13 (b) Withholding Entire Loan and Grant Amounts- ..,......... .................................... 14 (c) WMholding Balance of Loan and Grant Amounts. ....... - ........ ........... 14 A- S. Timing of Pm)ect ...... .................. ._..._.............................,............ .—....................... 14 A-9. Suppliers Contracts . ....... ............ ._..................._._..._........................................... 14 A-10. Audit and Inspection of Books and Records ...... ................... ................. ................: 15 A-11. Statement of Principal Amount of Loan... ............... ._............................. 15 (a) Transmission of Statement to Supplier.. .. .... . . ..... ............. . ........... . ..... 15 (b) Remittance of Funds by Supplier..................................... ...... ............ ........._... 15 A-12. Interest Payments During Construction.._ .... ........ _............ ...... .........._._... 16 A-13. Repayment of Principal Amount of Loan and Interest ..............._......._._............... 16 (a) Terms of Repayment. _,................... ...................._.......- ............ .... 16 (b) Advance Payment Option ........ ..... ..........................._.................................._.., 16 A-14. Payment Delinquency-............... ....._..,._...............__...._.............. ...... ................. 17 A-15. Accounting and Deposit of Loan Disbursements ..........................._.......... _........... 17 (a) Separate Accounting of Disbursements and Interest; Records... ............ ...... 17 (b) Disposition of Funds Dlsbursed__...... ..._................_....... .......... ...... ............... 17 (c) Interim and Final Audits. ............................................................................ 17 SRF110N104 TABLE OF CONTENTS (continued) Article Page A.16. Inspections of Project by State. ......................._............_...................................... A-17. Prohibition Against Disposal of Prefect Without State Permission ...... _.... _. _. 18 A-18. Nondiscrimination Clause ........................... _........................._.. 18 A-19. Workers' Compensation Clause ..... .......... ........................... ............... ....._........... 19 A-20. Successors and Assigns......................................................................................... 19 A-21. State to be Held Harmless ..... _.................... .......................................................... 20 A-22. Remedies Not Exclusive.._...... ......................................................................... ._.. 20 A-23. Amendments... .......................................... ................. .......... ....... ......... ..... .... 20 A-24. Waiver of Rights..... ................... ....... ........ .......................... .... _................_ .... 20 A.25. Dispute Clause ................ _............................... .......... ..................... ....................... 20 A-26. Performance and Assurances.._ ....................................... ............................. ....... 20 A-27. Default Previsions... .... ..._....... .................. ....._................._.........._........ 21 A-28. Dreg -Free Workplace CertlBcatlon.............._................................._........__ 22 A-29. Conflict of lnteresl--Curent and Fortner State Employees ... ......... _................. 23 A-30. Additional[neared ...... -...._.... ................. .................. .................. ..... ...... 23 A-31. Prohibited Use of State Funds for Software.... ................ _............................ 23 A-32. Labor Compliance....... ... ._...... .................. .... ..._....... _.................... .... ... 23 A-33. Davis -Bacon Act Compliance ... ........................... ..............._............._....... 24 A-34. New Restrictions on Lobbying ...... _...... ............ ............._......................_. 24 A-35. Single Audit Act ... ........ ...... .................... .... .......... ......... ..... .................... 24 A-36. Additional Reporting ..... .._...... .... _......................... .... ................ .... ... 25 A-37, Data Universal Number System (DUNS)..., ................_............... __.......... 25 s Iiuiw TABLE OF CONTENTS (continued) EXHIBIT B SECURITY REQUIREMENTS Article Compliance with Federal AuthoMies.................................................... .... ............ Page B-1. No Priority for Additional Loans ..... ..._...._....................... _.._............._..._........__. 26 B-2. Rates and Charges ... --- .... ... ---- ....... ......................._........_..........._............... 26 B-3. Security Interest ....... ._........................................................................................... 26 B- 4. Resenre Fund....... .............................. ........ ........ ............ ........ -- .................. .......... 26 B-5. Legal Obligation...................................................................................................... 27 EXHIBIT C SPECIAL REQUIREMENTS G1. Security ................ ........... .................... ........................... _........................ ._.......... 28 C-2. Additional Requirements .... .................................................... _...... ........ ................ 26 EXHIBIT D COMPLIANCE WITH DAVIS BACON G1. Davis -Bacon Provisions- ...... .... _.... ......................... .._,_._........... ........... 30 EXHIBIT E NEW RESTRICTIONS ON LOBBYING E-1. New Restrictions on Lobbying ................... ,.... ._........ ...... ................. 31 EXHIBIT F COMPLIANCE WITH CROSS -CUTTING FEDERAL AUTHORITIES F-1. Compliance with Federal AuthoMies.................................................... .... ............ . 42 F-2. Equal Employment Opportunity Requirements ................ .._............................. ..... 43 F-3. Participation of Disadvantaged Business Enterprises.._ ............. _.................. 45 F-4. Procurement Prohlbtlions.._._.............. _....._.._._................. _--- .......................... 46 F-5. Debarment and Suspension_.................._...............................................__._._.._. 46 wilmiN TABLE OF CONTENTS (continued) F-8. Un&" Relocation and Real PmPerty Acquisition Act ... .................................. 48 SRFIIUW ATTACHMENTS Attachment 1. Fiscal Services and Deposit Account Control Agreement (Section 13) Attachment 2. Deposit Account Maintenance Agreement(Article A -3(d)) Attachment 3. Initial Budget Summary (Article A-3(0) Attachment 4. Claim for Disbursement of Funds (Article A -6(a)) Attachment 5. Final Release(Adde A-6(fk4)) Attachment 6. Supplier's Certification of Project Completion (Arucie A -9(b)) Attachment ]. Davis Bacon Wage Provisions (Article A-33) Attachment Minortty Business Enterprise— Women's Business Enterprise Goals for Participation (Article F -3(a)) Attachment 9. Disadvantaged Business Enterprise Information Fenn (Article F -3(b)) Attachment 10, Example DBFJMBEANBE Bid Soli station (Article F -3(e)) Attachment 11. Bidders List (Article F -3(g)) Attachment 12. Minority Business EnterpriseNVomen Business Enumpdse MBEIWBE Quarterly Utilization Report (Article F8(h)) Attachment 13 Indenture between the City of Fresno and the Bank of New Voris Mellon Trust Company, N.A., as trustee, dated as of January 1, 2010, for the City of Fresno Water System Revenue Bards (Article B-3) Pao 1aQ SRF11CX104 STATE OF CALIFORNIA HEALTH AND HUMAN SERVICES AGENCY DEPARTMENT OF PUBLIC HEALTH FUNDING AGREEMENT BETWEEN STATE OF CALIFORNIA DEPARTMENT OF PUBLIC HEALTH AND CITY OF FRESNO PROJECT NUMBER 1010007-026C UNDER THE SAFE DRINKING WATER STATE REVOLVING FUND LAW OF 1997 THIS FUNDING AGREEMENT (this "Agreement") is entered Into by and between the State of Cal6omia Department of Public Health ("State") and City of Fresno, a public agency, In the County of Fresno, Sete of California, duly organaed, existing, and acting pursuant to the laws thereof, ('Supplier"), which parties do hereby agree as follows: SECTION 1. PURPOSE OF FUNDING This Agreement constitutes funding in the tone of a loan and a grant made by State to Supplier under the provisions of California Safe Drinking Water State Revolving Fund Law of 1997, Part 12, Chapter 4.5 (commercial with Section 116760), of Division 104 of Health and Safety Code. The propose of Ne funding is to assist in financing construction of a project which will enable Supplier to meet safe drinking water standards established pursuant to Part 12, Chapter 4 (commencing with Section 116270), of Division 104 of the Health and Safety Code and California Code of Regulations. This 22, or to address other health noncoms (lhe'Prolect). Funds may be used only for such eligible project costs as are approved by State. This Agreement also constitutes a secured promissory trate for Suppliers repayment of the loan. Supplier Is solely responsible for the design, construction, operation, and maintenance of the Project; and for all persons or enttiles engaged in such work, including but not limited to contractors, subcontractors, suppliers, and providers of renames. Review or approval of plans, specafications, bid documents, or other construction documents by State is solely for the purpose of proper administration of the loan funds by State and shall not be deemed to relieve or restrict Suppliers responsibility. Page 2 o 18 SRFltcxl" SECTION 2. INCORPORATION OF OTHER DOCUMENTS This Agreement Incorporates by this reference all attachments to this Agreement, Exhibit"A", "Standard Conditlons"; Exhibit -134. "Security Requirements"; Exhibit'C%'Special Requirements"; Exhibit "D", "Compliancewtlh Davis -Bacon"; Exhibit "E", "New Restrictions on Lobbying"; Exhibll'F', "Compliance with Cross -cutting Federal Authorides"; Supplier's "Applicafion For Construction Funds"; project plans and specifications as submitted to and approved by State; and any attachments to said documents. Supplier accepts and agrees to comply with all terms, provisions, conditions, and commitments of this Agreement, including all incorporated documents and exhibits thereto, and to fulfill all assurances, declarations, representafions, and statements made by Supplier in its application, documents, amendments, and communications filed in support of its request for Safe Drinking Water State Revolving Furth financing, Including but not limited to any and all plans and specifications submitted to and approved by Slate. SECTION3. PROJECTCOST Supplier represents that the total cost of the Project is estimated to be $51,405,432 (the "Project Cast") of which State agrees that $40,000,000 is eligible for Safe Drinking Water State Revolving Fund financing. SECTION4. LOANAMOUNT Pursuant to the Safe Drinking Water Stale Revolving Fund Law of 1997, its applicable miss and regulations, and subject to me availability of funds, State will lend to Supplier in accordance with the terms of this Agreement an amount not to exceed SM 000,000 (the "Loan'). For valuable consideration, Supplier agrees to repay State the Principal Amount of the Loan (as defined In Article A-1, hereof) together with interest, Delinquent Interest (as defined in Article A-14, hereof) and other fees and costs due thereon in accordance with terms and wriditions of this Agreement. Supplier's promise to pay as set forth In this paragraph, shall survive termination of this Agreement for any reason Including but not limited to operation of law. SECTIONS. GRANTAMOUNT Pursuant to the Safe Drinking Water State Revolving Fund Law of 1997, its applicable miss and regulations, and subject to the availability of funds, Stale will provide grant funding to Supplier In accordance with the terms of this Agreement In an amount not to exceed $0 (zero) (the'Grani with Me Loan and the Grant hereinafter collectively referred to as, the 'Funding"). Page 3 of 49 SRF11CXm4 SECTION 6. SUPPLIER'S COST Supplier agrees to fund any portion of the Project Cost which Is In excess of the Funding. Suppliers cost for this Project is estimated to be $11,405,432, ("Suppliers Cost"). Unless otherwise set forth in Exhibit C" to this Agreement,"Special Requirements", such Suppliers Cost shall be expended prior to the expenditure of Stale loan funds unless such Suppliers Cost is funded by other State or Federal Agencies, in which was funds shall be dram on a mini basis. SECTION]. COMPETITIVE BIDDING All construction contracts related In any way to the Project shall be let by competitive bid procedures which assure award of such contracts to the lowest responsible bidders. Supplier shall adhere to any applicable state or local ordinance for competitive bidding and applicable labor laws. Supplier shall not award a construction contract until a summary of bids and Identification of the selected lowest responsible bidder Is submitted to and approved in writing by Stale. A full explanation must be provided If Supplier is proposing to award a construction connect no anyone other than the lowest responsible bidder. SECTION B. REQUIREMENTS FOR DISBURSEMENT Not later than sixty (60) days following the Date of Execution (as defined in Section 16, hereof), Supplier shall satisfy ail conditions precedent to the disbursement of the Funding, Including Basic Conditions Precedent as set forth in Article A-3, hereof Failure by Supplier to satisfy said conditions and requirements by this date may, at the option of State, result in cancellation of this Agreement under Article A-7, hereof. SECTION 9. RATE OF INTEREST The rale of interest to be paid by Supplier on the Principal Amount of the Loan shall be 0%(zere pemenp percent per annum (the "Rate of Interest"). Interest shall begin to accrue as of the date of each Disbursement (as defined in Article A -6(b), hereof) of the Loan. SECTION 10. LOAN REPAYMENT TERM The Loan has a repayment tens of 20 years (the Roan Repayment Tenn"). SECTION 11. SPECIAL REQUIREMENTS Supplier shall satisfy the special requirements set forth in Exhibit "C". Failure by Supplier to timely satisfy the special requirements and conditions may, at the option of Page 4 of 48 SWAG%104 State, result in cancellation of this Agreement under Article A-7, hereof, or declaration that Supplier Is in default pursuant to Article A-27, hereof. SECTION 12. OPERATION AND MAINTENANCE OF PROJECT Upon pmject completion and for a pence of 20 years, which is the reasonably expected useful life of the Preset, Suppliershall, as further consideration for the Funding, commence and continue operation of the Project; shall cause the Project to be operated in an efficient and economical manner; shall provide for the making of all repairs, renewals, and replacements necessary for the eRective operation of the Project: and shallcause the Project to be maintained In as goad of condltion as upon its construction, ordinary and reasonable wear and depreciation excepted. Failure by Supplier to operate and maintain the Project In accordance with this provision may, at the optbn of State, be considered a material breach of this Agreement and may be treated as a default under Adele A-27, hereof. SECTION 13. FISCAL SERVICES AND DEPOSIT ACCOUNT CONTROL AGREEMENT Supplier shall enter Into a fiscal services agreement with a Fiscal Agent substantially In the form of Attachment 1 to this Agreement (the "Fiscal Services and Deposit Account Control Agreement'). A Fiscal Agent shall be retained until all amounts due to State under the terms of this Agreement have been paid In full. Supplier shall open a separate deposit account (the "Deposit Account") with the Fiscal Agent, In which Supplier shall maintain funds, including the Reserve Fund (as defined in Article B-0, hereof), sufficient to service the Loan. Funds from the Deposit Account shall be used only for payment of principal and/or interest on the Loan, or any delinquencies thereon, until the Loan Is repald in full. Once State approves the Fiscal Services and Deposit Account Control Agreement, Supplier shall not do any of the following without first obtaining written approval by State: amend the Fiscal Services and Deposit Account Control Agreement; close the Deposit Account; or retain a new Fiscal Agent. State shall have no obligation to make Disbursements (as defined in Article A - 6(b), hereof) until the Fiscal Agent has been engaged and the Fiscal Services and Deposit Account Control Agreement between Supplier and the Fiscal Agent has been approved by State. SECTION 14. PROJECT OFFICIALS AND NOTICES State's Contract Manager shall be the Chief, Drinking Water Technical Programs Branch, Division of Drinking Water and Environmental Management, California Department of Public Health. Frage s of 48 slu11cx1o4 State's Contract Manager shall be Its representative for administration of this Agreement, and shall have authority to make recommendations and findings with respect to each controversy arising under or In connection with this Agreement, Including but not limiter) to, the interpretation, performance, or payment for work performed under this Agreement. All such recommendations and finings shall be communicated to the Chief. Division of Drinking Water an EmAnonmental Management of the California Department of Public Health (the "Chief"), and disputes shall be resolved in accordance with Article A-25, hereof. Suppliers Contract Manager shall be its Professional Engineer. Suppliers Contract Manager shall be its representative for administration of this Agreement. All communications given to Suppliers Contract Manager shall be deemed given to Supplier and shall be binding on Supplier. Either party may change its Contract Manager upon written notice to the other party. Notices required to be given in writing by Supplier to State under this Agreement shall be sent to: State of California Department of Public Health Division of Drinking Water and Environmental Management Safe Drinking Water State Revolving Fund Program Attn: Chief, Drinking Water Technical Programs Branch 1818 Capitol Avenue, MS 7418 Post Office Box 997377 Secramento, CA 95899-7377 Notices required to be given In writing by State to Supplier under this Agreement shall be sent to: City of Fresno Attn: Professional Engineer 1910 E. Universtly Avenue Fresno, CA 93703 A change of address for delivery of notice may be made by either party by wdtten notice of such change of address to the other party. All written notices that are required either expressly or by implications to be given by one party to the other under this Agreement shall be signed for State by its Contract Manager and for Supplier by its Contract Manager. Except as otherwise expressly required by this Agreement, all such notices shall be deemed to have been given ff delivered personally or If enclosed in a properly addressed postage prepaid envelope and deposited In a United States Post Office for delivery by registered or certified! mail. Page a of 49 SRF11CXlU SECTION 15. ENFORCEMENT Any enforcement action, adsing out of or relating to this Agreement may be brought by State or any agent thereof. SECTION 18, MISCELLANEOUS PROVISIONS ATTORNEY FEES In the event either party commences an action or proceeding concerning the subject matter of this Agreement, the prevailing party In such action or proceeding shall be entitled to recover reasonable attorney fees incurred therein. SEVERABILITY If any provision of this Agreement Is held invalid or unenforceable by any court of final jurisdiction, It is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the parties. GOVERNING LAW This Agreement is governed by and shall be interpreted in accordance with the laws of the State of California. CHILD SUPPORT COMPLIANCE ACT Supplier acknowledges that it is the policy of this state that anyone who enters into a contract with a state agency shall recognize the Importance of child and family support obligations and shall fully comply with all applicable stale and federal laws relating to child and family support enforcement, including, bud not limited to, disclosure of Information and compliance with earnings assignment orders, as provided In Chapter 8 (commencing with Section 5200) of Pad 5 of Division 9 of the Family Code. Supplier further acknowledges that to the best of Its knowledge it is fully complying with Ne earnings assignment orders of all employees and Is providing the names of all new employees to the Now Hire Registry maintained by the Employment Development Department. FEDERAL FINANCIAL ASSISTANCE Supplier acknowledges that the source of funds disbursed to Supplier by State under this Agreement includes federal financial assistance, and Supplier agrees to comply with all applicable Crass -cutting Federal Authorities including those listed in Exhibit'F" to this Agreement, and provisions of the Single Audit Act as set forth in the Federal Office of Management and Budget (OMB) Circular A-133. Page ] of 40 SRF11CX104 LEGAL CAPACITY Supplier hereby warrants and represents that it is a legal entity In good standing, and that it has the authority to enter Into this Agreement and to Incur the indebtedness described herein. Supplier shell notify State as promptly as feasible of any proposed change in Suppliel's ownership, organization, legal form or service area. VENUE The parties agree that venue of any action between the parties arising out of this Agreement, including disputes Nat may arse following termination of the Agreement, shall be County of Sacramento, Slate of California. DATE OF EXECUTION 'Date of Execution' of this Agreement shall be the date of the latest in time execution by a party hereto. [Signatures appear on following page.] Page a of as SRF1I CX 104 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. SUPPLIER: STATE: CITY OF FRESNO STATE OF CALIFORNIA DEPARTMENT OF PUBLIC HEALTH By. �(,� ak4VL /*X4wc-A By:I�y-l.d.11 Name _P I' NXRtLtN WS MTL1 i NameL. Titlel - tD Title:L�IVLSJII/ (� hint Date: ��30�// Date: d3D/11 Address Eia,aUl CA 93-T2t ATTEST: REBECCA E. KLISCH City Clerk By: CA6130111 Deputy APPROVED AS TO FORM' JAMES C. SANCHEZ City Aacmey By K.+o, Deputy Approved a [ Legal F in and Suffi e y Name: FP"P,k Yt /YP Title: L -t LLS --A,21 et1r)5ej Date: (o ZlH lZOI/ Paye s of 48 SUMM" E%HIBITA STANDARD CONDITIONS ARTICLEA-1. DEFINITIONS Whenever in this Agreement the following terms are used, their meaning shall be as follows unless the context clearly requires otherwise: Agreement or Contract—The Funding Agreament to which this'Exhibit'A' Standard Conditions" Is appended. Dy --Calendar days unlessotherwise expressly indicated. Month --Calendar month unless otherwise expressly indicated. Year—Calendar year unless otherwise expressly indicated. Cross -cult rw Federal Authod hes- Federal laws and Executive Orders that apply In federal financial assistance programa, or to projects and achoties receiving federal financial assistance, regardless of whether the statute aulhortring the assistance makes them applicable. They are sometimes refemed to as'cross-cutlers". Eligible Pro act Costs—Those project costs which are eligible for funding under applicable State and Federal law. Fiscal Agerd—A bank, which includes savings banks, savings and loan associations, credit unions and trust companies, or any other financial insdlull or entity approved by State responsible for funds deposited for the repayment of all amounts due to State under the terms of this Agreement. Force Account—The use of Suppliers own employees or equipment, for planning, engineering, design, construction or construction related activ@ies on the Pmject. Grant Amount— The aggregate amount of the Grant disbursed to Supplier under this Agreement. The Grant Amount is characterized as a subsidized loan principal amount, as authorized by 42 U.S.C. 8gg1-12(d), Is not Intended and shall not be charddenzed as a federal subgrant. Principal Amount of the Loan —The total amount disbursed to Supplier under this Agreement less any Grant Anni disbursed and any amount of such total amount disbursed that may have been repaid or remitted to State by Supplier. Pro ad Completion Date --The date that is determined by Article A-8, hereof. Papa to moa SRF11CX104 Public Water Svstern or Public Water S I S t m—A system for the provision W the public of water for human consumption, as defined In Part 12, Chapter 4 (commencing with Section 116270), of Division 104 of the Health and Safety Code, a$ a may be amended from time to time. ARTICLEA-2. TERMOFAGREEMENT Subject to the provisions of Article A-7, this Agreement shall became effective on the Date of Execution and shall remain in effect until the Principal Amount of the Loan, all interest thereon, and any other sums of money due to State under this Agreement, have been paid in full or until the expiation of the period of time required for operation and maintenance of the Project, as set forth in Section 12 of this Agreement, whichever shall occur last (the "Term of Agreement'). ARTICLE A-3. BASIC CONDITIONS PRECEDENT State shall have no obligation to disburse the Funding, or any portion thereof, unless and until Supplier has done all of the following: (a) Suppliers goveming body has taken action authorizing it to borrow the Loan and to enter into this Agreement, and designating a representative to execute this Agreement and to sign claims for Disbursements (as defined in Article A -6(b), hereof); (b) Supplier has dedicated a source of revenue for repayment of the Principal Amount of the Loan plus all interest accrued; (c) Supplier has executed all documents required to provide the security required by Article B-3, hereof; (d) Supplier has executed a Deposit Account Maintenance Agreement substantially In the form of Attachment 2 W this Agreement; and Supplier has established all accounts required by the Deposit Acmum Maimmmance Agreement: (e) Supplier has engaged the servlcas of a Fiscal Agent and the Fiscal Services and Deposit Account Control Agreement has been fully executed as required by Section 13 of this Agreement; and (f) Supplier has submitted an initial budget summary to State substantially in the form of Attachment 3 to this Agreement and said initial budget summary has been approved by State. Determination of Supplier's satisfaction of the conditions of this Article A-3 Is at the sole discretion of State. Pegs 11 of 48 SRF1 iCX1W ARTICLE Ad. COMPLIANCE WITH LAWS, REGULATIONS, AND PERMIT REQUIREMENTS Supplier shall at all times comply with, and require Its contractors and subcontractors to comply with, all applicable federal and state laws, rules am regulations, permits, and all applicable local ordinances, specifically including, but not limited to, environmental, procurement and safety law, rules, regulations, permits, and ordinances. ARTICLEA-5. PROJECTCHANGES The Project shall be constructed in accordance with the plans and specifications as approved by State on April 12, 2011. Supplier shall not make any change in the Project, or issue any change amer to a contractor which affects the treatment process, would increase the capacity of any project component, causes a significant change in the location of any project component, or affects the timely completion of the Project, without receiving prior written approval form State. Supplier may request a one-time Increase in the Fuming. Such request shall be based upon the final accepted construction bids. Such request may be granted or denied at the sole discretion of State. Supplier shall not use any funds tram any contingency allotment without receiving prior written approval from State. ARTICLEA-S. DISBURSEMENTS BY STATE (a) Claims. Supplier shall request disbursement by submitting to State dell for insured Eligible Project Costs. A claim for Disbursement (as defined in Article A -6b)) shall be provided in the form of Attachment 4 to this Agreement. A claim shall be submitted no less frequently than quarterly, but no more frequently than once a month. Claim submission shall commence not later than six months following the Date of Execution. Each claim shall Include: (1) a statement of Eligible Project Coats that have been Incurred for work performed in constructing the Project during the period identified in the particular claim; (2) a statement of Eligible Pa l Costs that have been incurred for the Project during the period identified In the particular claim, including, but not limited to, legal, engineering, and administrative fees associated with the Project; and (3) copies of invoices and receipts supiaming such statements. (b) Disbursements. Following the review and approval of a claim by State, State will disburse to Supplier an approved amount, subject to the availability of funds Page 12 or 4a SRF11C%104 (each, a "Disbursement"). All Disbursements, and any and all Interest earned by Supplier on me Disbursements, shall be used solely to pay Eligible Project Costs. The Loan shall be disbursed before the Grant Is disbursed. (c) Rejection of Clams: State may reject a olalm if; (1) It is submitted without signature; (2) It is submitted under signature of a person other than Suppliers duly authorized representative; (3) Supplier fails to timely submit a final claim within the time period specified in Article A -6(f), hereof; (4) Not submitted In accordance with subpart (a) of this Article A-01 or (5) Contains costs incurred after the Project Completion Dale (as defined in Article A -S, hereat). State will notify Supplier of any claim an rejected, and the reasons therefore. (d) Correction of Claims. A claim containing a mathematical error will be corrected by State, after telephone notification to Supplier, and will thereafter be treated as if submitted in the corrected amount. State will provide Supplier with notification of the corrected claim. (e) Adjustments to Claims. State sell notify Supplier by certfied or registered mail, whenever, upon review of a claim, State determines that any portion or portions of the costs claimed: (1) Are ineligible to be founded by the Safe Drinking Water State Revolving Fund under Federal or State law, or the terms of this Agreement, (2) Do not constitute costs approved by State for financing under the terms of this Agreement; (3) Are not supported by Invoices or receipts acceptable to State; or (4) Contains costs incurred after the Project Completion Data (as defined in Article A-8, hereof). Supplier may, within [hilly (31)) days of the date of receipt of such notice, submit additional documentation to State to cure such deflciency(iss). If Supplier fails to timely submit adequate documentation wring the deficiencyhes), State will adjust the pending claim by the amount of the ineligible and/or unapproved cost(s). Supplier may Page 13 of 40 SRF11CX104 continue to submit additional documentation In support of rejected wells) and may include such costs) with additional supporting documentation on a subsequent claim. (0 Final Claim and Disbursement Supplier shall submit a final claim not later than six (6) months from the Project Completion Date, as set forth in Article A-8, hereof In addition to Me information required by subpart (a) of this Article A-6, the final claim shall include: (1) A statement of full written disclosure of all sources and amounts of funds contributed to the Pmject; (2) A certification by Supplier's Contract Manager that the data disclosed is true and correct; (3) Proof of a Recorded Notice of Completion; and (4) A fully executed "Final Release' In the forth of Attachment S. Should Supplier fail to make the full disclosure and certification required by subparts (1) and (2) of this paragraph (f), or should State become aware through any means that Supplier did not dlsdose all funding sources for Me Project; the project funding may be referred to Slate Department of Finance for a full project audit. Commencement of repayment of the Principal Amount of the Loan and interest pursuant to Article A-13, hereof, may be required poor to the final Disbursement. (g) Force Account. Supplier may use its own employees for engineering including development of plans and specifications; legal; and administrative costs, as provider! for In Suppliers Initial budget summery, as required by Article A -3(f), hereof. Supplier may use Its own employees for construction or construction related! actuates If Supplier has obtained poor State approval. If Supplier is using the services of its own employees, Supplier shall establish accounts and maintain records which reasonably document all employee hours and costs charged to the Project and the associated tasks performed by each employee. ARTICLE A-7. WITHHOLDING OF LOAN AND GRANT DISBURSEMENTS BY STATE AND CANCELLATION OF AGREEMENT (a) Conditions for Withholding. If State determines that the Project Is not being carred out substantially In accordance with the previsions of this Agreement or that Supplier has failed in any other respect to comply with the terms and conditions of this Agreement, State shall give written notice to Supplier of such failure to comply. If Supplier does not cure any such failure to State's satisfaction within thirty(30) calendar days of receipt of such notice. State may withhold from Supplier all or any portion of the Loan and/or Grant and take any other action that it deems necessary to protect its Page 14 M 4e SRF11CXIN interests, including but not limited to declaring Supplier in default as set forth in Article A-27, hereof, or canceling this Agreement pursuant to subpart (b) of this Arlicle A-7. (b) Withholding Entire Funding. If State determines to withhold the entire Funding farm Supplier pursuant to subpart (e) of this Aldle A-7, notice of such a determination shall constitute a notice of cancellation of this Agreement, and this Agreement shall no longer be binding on any party hereto. Said notice of cancellation shall be sent to Supplier by cenli or registered mall, and shall be effective upon receipt. (c) Withholding Balance of Loan and/or Grant. Where a notion of the Funding has been disbursed to Supplier and State has determined to withhold the balance of the Loan and/or Grant, State shall notify Supplier in writing, via certified or registered mail, that State Is withholding the balance of the Loan and/or Gram farm Supplier, pursuant to subpart (a) of this Article A-7. In such event, Supplier is deemed to be In default and subject to the provisions of Article A-27, hereof. ARTICLE AS. TIMING OF PROJECT (a) Supplier shall complete the Project trot later than three (3) years from the Date of Execution. Supplier's failure to complete the Project within the specified time period may, at the option of State, be considered a material breach of this Agreement and may be treated as a default under Article A-27, hereof. (b) Within 15 days following completion of the Project, Supplier shall certify to the local District ice of the State of California Department of Public Health that the Project is complete and ready for final inspection. Suppliers certlficatlon, as required by this subpart(b), shall be substantially in the form provided! by State and attached hereto as Attachment fi to this Agreement. (c) State will conducts final inspection and certify that the Project is complete. Supplier shall act place the Project into operation prior to State's certification. (d) The date of State's certification or the date set forth in subpart(a)of this Article A-8, whichever shall occur first, shall be the "Project Completion Date" fm purposes of this Agreement. ARTICLE A-9. SUPPLIER'S CONTRACTS Supplier shall be solely responsible for resolution of any and all disputes arising out of or related to Suppliers contracts for construction of the Project, Including but not limited to bid disputes and payment disputes with Suppliers contractors and subcontractors and shall provide appropriate releases (as set forth in Title 15 of the Civil Code) as may be requested by State. Page 15 of 0 SRF11Cx1 W ARTICLE A-10. AUDIT AND INSPECTION OF BOOKS AND RECORDS (a) Upon execution of this Agreement and until 3 years following final Disbursement, pursuant to Government Code Section 8546.7, the contracting parties shall be subject to the examination and audit by State or any agent thereof. Parties are also subject to examination and audit of the United States Environmental Pmtedlon Agency, the Comptroller General of the United States, and the United States Office of the Inspector General, with respect to all matters connected with the performance of this Agreement, Including, but Trot formal to, the cost of administering this Agreement. If any litigation, claim, negotiations, audit or other action is commenced before the expiration of said time paned, all records must be retained until such action is resolveo, or until the and of mid time period, whichever shall later occur. All records of Supplier relating in any way to funding received pursuant to this Agreement shall be preserved for this purpose. (b) During regular office hours, each of the parties hereto and their duly authorized representatives shall have the right to inspect and to make copies of any books, records, or reports of either Party pertaining to this Agreement or matters related hereto. Each of the parties hereto shall maintain and shall make available at all times for such Inspection accurate recalls of all His well disbursements, and receipts with resided to its activities under this Agreement. Failure or refusal by Supplier to comply with this provision shall be considered a material breach of this Agreement, and State may declare Supplier in default as set forth in Article A-27, withhold disbursements to Supplier, or take any other action it deems necessary to protect Its interests. The provisions of this subpart (b) shall be effective until expiration of the time pend provided In subpart (a) of this Article A-10. ARTICLE A-11. STATEMENT OF PRINCIPAL AMOUNT OF LOAN (a) Transmission of Statement to Sunofer. Within at* (60) days after the final Disbursement, State shall transmit to Supplier a written statement setting forth the Principal Amount of the Loan. (b) Remittance of Funds by Scooller. Within thirty (30) days from the final Disbursement, Supplier shall remit to Stale any funds that were disbursed under this Agreement and were not utilized to pay Eligible Project Costs or were otherwise not valid Disbursements pursuant to the terms and conditions of this Agreement. Such remittance to State shall not constitute repayment of any pad of the Principal Amount of the Loan, but shall be deemed to be a return to State of pad of the funds disbursed_ Page to ut48 SRF11CX104 ARTICLE A-12. INTEREST PAYMENTS DURING CONSTRUCTION During construction, Supplier shall pay interest to State at the rate specified In Section 9 of this Agreement on all Disbursements of the Loan. Interest on Disbursements of the Loan shall not be deferred. Stale will Invoice Supplier semiannually for interest accrued during the Project construction period. Interest on each Disbursement of the Loan shall be calculated using the traction V365 times the Rate of Interest, where x Is the number of calendar days remaining In me semiannual period from the date on which the Disbursement of the Loan was made. Interest accrued during the construction period Is due and Payable within thirty (30) days of the date of the Invoice. ARTICLE A-13. REPAYMENT OF PRINCIPAL AMOUNT OF LOAN AND INTEREST (a) Toms of Re M. Slate will Invoice Supplier semiannually for principal and any Interest payments. Such Invoices will include a statement of the than Principal Amount of the Loan, the amount of the payment which constitutes principal to be paid, and the amount of the payment which constitutes Interest, if any, to be paid. Supplier shall make semiannual payments to Stale no later than January 1 and July 1 of each year until the Principal Amount of the Loan Is repaid in full. Principal and interest payments shall commence no later then one (1) year from the Project Completion Date. Supplier shall make level semiannual payments based on a standard semiannual payment loan canonization method to be determined by State. The standard amodizafion method shall incorporate the Principal Amount of the Loan as determined by Article A-11, hereof, the Loan Repayment Term specified in Section 10 of this Agreement, and the Rate of Interest, as specified In Section 9 of this Agreement. The final semiannual payment shall be in an amount equal to the then outstanding Principal Amount of the Loan, plus any remaining unpaid accrued interest. Interest on the Princlpal Amount of the Loan shall not be deforms. Unless earlier payment Is required by the terms of this Agreement, the Principal Amount of the Loan, interest, Delinquent Interest, and any other charges or fees shall be due and payable 20 years from the Project Completion Date specified in Article A-8, hereof. (b) Advance Payment option. Supplier may make advance payment against principal without penalty, provided that any such advance payment shall ba applied first to interest then owed and then to principal, and provided further, that any such payment shall not relieve Supplier of its obligations to make payments in the amount and at the time specified in subpart (a) of this Article A-13 until the Principal Amount of the Loan Is repaid in full. Any advance payment must be coordinated with State prior to the making of any such payment to ensure proper credit to Suppliers account. Page 17 M49 SRF11C%104 ARTICLE A-14. PAYMENT DELINQUENCY Any payment of principal and/or Interest required to be paid by Supplier State pursuant to this Agreement which remains unpaid after it becomes clue and payable shall be delinquent. Delinquent interest charges shall be In addition to any other charges or payments owing State from Supplier and shall Second at the rate of one tenth of one percent (0.1 %) per day, on the amount of such delinquent payment, for each day it remains unpaid past the tenth (10th) day after the date payment was due (the "Delinquent Interest). The Delinquent Interest assessed will Trot be added to the Principal Amount of the Loan but will be treated as a separate account and obligation of Supplier. Delinquent Interest shall accrue an the total payment amount from the due dale of payment through the date payment is made. Any payment by Supplier under terms of this Agreement Is deemed to have been made when it Is received by State. ARTICLE A-15. ACCOUNTING AND DEPOSIT OF DISBURSEMENTS (a) Separate Accounting of Distausenner-bi god Interest Records . Supplier shall account for Disbursements received separately from all other Suppliers funds. Supplier shall maintain accounting procedures that are in accordance with Generally Accepted Accounting Principles. Supplier shall keep complete and accurate records of all receipts, Disbursements, and Interest earned on the Disbursements. invoices must be maintained for a period of at least three (3) years following final Disbursement. All other records must be maintained for the Loan Repayment Tenn. Supplier shall require its agents, contractors and subcontractors to maintain books, records. and other documents pertinent to their work In accordance with Generally Accepted Accounting Principles. Records are subject to inspection by State at any and all reasonable times. (b) D'soosR'on of Funds Disbursed. In addition to specific requirements set forth in this Agreement, all Disbursements shall be deposited. administered, and accounted for pursuant to all provisions of law applicable to Supplier. (c) Interim and Final Audits. In addition to the previsions of Article A-10, at any time following the Date of Execution and until completion of the Prejecl, or final Disbursement, whichever shall occur last. State reserves the fight to conduct an audit of Suppliers disposition of the Funding. After completion of the Project, State may require Supplier to conduct a final audit at Suppliers expense', such audit to be conducted by and a report prepared by an independent Certified Public Accountant. Failure or refusal by Supplier to comply with these previsions shall be considered a material breach of this Agreement and State may elect to pursue any remedies included but not limited to Mose provided In Article A-7, hereof. Page 18 d48 SRF11Cx1W ARTICLE A-1 e. INSPECTIONS OF PROJECT BV STATE State shall have the right but not the duty to inspect the work being perfumed on the Project at any and all reasonable times during the Tom of Agreement. This right shall extend to inspection of any portion of the Project under control of Suppliers contractor andlor subcontractors, and Supplier shall Include previsions ensuring such access in all its contracts or subcontracts related to the Project. ARTICLE A-17. PROH IB (TION AGAINST DISPOSAL OF PROJECT WITHOUT STATE PERMISSION During the Term of Agreement (a) Supplier shall not sell, abandon, lease, transfer, exchange, mortgage, hypothecate, or encumber in any manner whatsoever all or any potion of any real or other property necessarily connected or used in conjunction with the Pmject, or with Suppliers service of domestic water, wkhoW prior written consent of State. State may require as a condition of such consent, that Supplier's proceeds from any such disposition of any real or personal property be transferred to State to be applied to Supplier's indebtedness under this Agreement. (b) Supplier shalt not take any anion, including but not limited to actions relating to user fees, charges and assessments that could adversely affect the ability of Supplier to make fimety payments or to otherwise meet its obligations under this Agreement. ARTICLE A-18. NONDISCRIMINATION CLAUSE During the Term of Agreement, Supplier, Its contractors and subcontractors shall not deny this Agreament's benefits to any person on the basis of religion, color, ethnic group identification, sex, age, physical or mental disability, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age or sex. Supplier, its contractors and subcontractors shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Supplier, Its contractors and subcontractors shall comply with the previsions of the Fair Employment and Housing Act (Government Code Section 12900 at sen.), the regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285,0 at sec.). Me provisions of Article 9.5, Chapter 1, Pad 1, Division 3, Title 2 of the Goverment Code (Government Code Sections 11135-11139.7) and Me regulations or standards adopted by the awaking State Agency to Implement such article. By signing this Agreement, Supplier assures State that it shall comply with the requirements of the Americans with Disabilities Act (ADA) of 1990, (42. U.S.O. 12101 at Page lg of 48 SRFI ICXJW seq.), which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA; the Civil Rights Act of 1964, as amended, 42 U.S.C. 20004 (1988) at seq.: Section 504 of the Rehabilitation Ad of 1973, as amended, 29 U.S.C. 794 (1989); Federal Water Pollution Control Act Amendments of 1972, Pub.L. No. 92-500. 86 Stat 816; and the Age Discrimination Act of 1975, as amended, 42 U.S.C. 6102 (1994); together with all applicable regulations and guidelines adopted to Implement same (collectively, the "Anti-Discrimfnatlon Laws"). Supplier agrees to collect and maintain information to show compliance with the Anti -Discrimination Laws including a list of discrimination complaints; reports of any compliance reviews conducted by other agencies descriptions of any pending discrimination -based lawsuits and data on the racial, ethnic, national origin, sex and handicap characteristics of the population it serves, Supplier agrees to cooperate with State In all manner necessary to permit Stale 0 adequately report to the United States Environmental Protection Agency on Suppliers compliance with the Anti -Discrimination Laws. Supplier, its contractors and subcontractors shall give written notice of their obligations under this Article A-18 to labor organostions with which they have a collective bargaining or other agreement. Suppliers signature on this Agreement shall constitute a codification under the penalty of perjury under the laws of the State of California that Supplier has, unless exempted, complied with the nondiscrimination program requirements of Government Code Section 12990, and Title 2, California Code of Regulations Section 8103. Supplier shall include the nondiscrimination and compliance provisions of this Article A-18 in all contracts and subcontracts to perform work on the Project. ARTICLE A-19. WORKERS' COMPENSATION CLAUSE Supplier affirms that it is aware of the provisions of Section 3700 of the Labor Code, which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the previsions of that code, and Supplier affirms that it will comply with such provisions before commencing the performance of the work under this Agreement and will make its contractors and subcontractors aware of this provision. ARTICLE A-20. SUCCESSORS AND ASSIGNS This Agreement and all of its provisions shall inure to the benefit of, apply to, and bind the helm, successors and assigns of the parties hereto. No assignment or transfer of this Agreement or any pad hereof by Supplier shall be valid unless and until it is Page 20 or 4a SRF11C lu approved in writing by State and made subject to such reasonable terms and conditions as State may Impose. ARTICLE A-21. STATE TO BE HELD HARMLESS Supplier shall indemnify, hold homeless, protect and defend State and its officers, employees, agents and representatives from loss, suits, actions or claims brought for, or on account of violation of laws, ordinances, rules, or regulations, or Injury, damage, or loss, including death, caused by acts or omissions of Supplier, its employees, contractors, or agents; or in any way arising from, or related to the Project. ARTICLE A-22. REMEDIES NOT EXCLUSIVE The use by either party of any remedy specified herein for the enforcement of this Agreement is not exclusive, aro shall not deprive the party using such remedy of, or limit the application of, any other remedy provided by law. ARTICLE A-23. AMENDMENTS This Agreement may be amended only by mutual written agreement signed by the padles hereto. Requests by Supplier for amendments must be in writing stating the amendment request and me reason for the request. ARTICLE A-24. WAIVER OF RIGHTS It is the intention of the parties hereto that from time to time either parry may waive any of its rights under this Agreement unless contrary to law. Any waiver by either party hereto of rights arising In connection with this Agreement shall not be deemed to be a waiver with respect to any other rights or matters. ARTICLE A-25. DISPUTE CLAUSE Any dispute that Supplier may have regard Ing the performance of this Agreement Including, but not fondest to, claims for Disbursements or extensions of time, shall be submitted to State's Contract Manager identified in Section 14 of this Agreement. State's Contract Manager may make findings and recommendations and shall transmit a copy of any such findings and recommendations to the Chief (as defined in Seel 14, hereof) who shall make a decision. Such decision shall be written and transmitted to Supplier by confided! or registered mall, and shall be final and conclusive. ARTICLE A-26. PERFORMANCE AND ASSURANCES Supplier agrees to faithfully and expeditiously perforin or cause to be performed all Project work as described in the final plans and specifications as submitted and approved, oras later amended and approved by State under this Agreement and to Page 21 of 0 SRF11CXIN apply funds received only to Eligible Project Casts and to operate and maintain the Project in accordance with applicable previsions of the law. ARTICLE A-27. DEFAULT PROVISIONS (a) Supplier will be in default under this Agreement if any of the following occur (each, an "Event of Default'): (1) Suppliers failure to pay any installment when due, or the entire indebtedness to State when due at the designated due date; (2) Suppliers failure to make any remittances required by this Agreement; (3) Suppliers material breach of this Agreement, or any supplement or amendment thereto, or any other agreement between Supplier and State evidencing or securing Suppliers obligations under this Agreement; (d) Supplier's making of any false warranty, representation, or statement with respect to the Project or with respect to, or as required by, the terms of this Agreement; (5) Loss, that, damage or impairment to any collateral given as security under this Agreement: (6) Seizure of, or levy on any collateral given as security under this Agreement; and/or (7) Dissolution or cessation of operations by Supplier, termination of Suppliers existence, insolvency of Supplier, or filing of a voluntary or Involuntary bankruptcy petition by or on behalf of Supplier. (b) When an Event of Default oceurs, State shall give Supplier notice of default. Supplier shall have thirty (30) calendar days from the date of such notice to cure the default. If Supplier fails to timely cure the default to the satisfaction of Slate, State may do any or all of the fallowing: (1) Declem that the aggregate amount of all Disbursements made by State, Including any portion of the Grant, shall be deemed the Loan, and shall be repaid to State In accordance with the terms of this Agreement; (2) Declare Suppliers obligations immediately due and payable, with or without demand or notice to Supplier, which Supplierexpressly waives; (3) Terminate any obligation of State to make further Disbursements; Pace 22 ot48 SRF11CX104 (4) Exercise all rights and remedies available to a secured creditor after default, Including, but not limited to, the rights and remedies of secured creditors under the California Uniform Commercial Code; (5) perform any of Suppliers obligations under this Agreement for Supplier's accounq (6) Notwidstanding the provisions of Section 6, hereof, commencing from the date of each Disbursement, apply the Rate of Interest specified in Section 9, hereof, to all Disbursements made by State, Including any Torten of the Grant; and/or (7) Take any other action R deems necessary to prated its interests. (c) Supplier agrees that any remedy provided in this Agreement Is In addition to and not in derogation of any other legal or equitable remedy available to State as a result of a breach of this Agreement by Supplier, whether such breach occurs before or after completion of the Prejed. (d) No waiver by State of any breach or default will be a waiver of any other breach or default. ARTICLE A-28. DRUG-FREE WORKPLACE CERTIFICATION By signing this Agreement, Supplier hereby carts ies. untler penalty of perjury under the laws of the State of California that Supplier will comply with the requirements of the Drug -Free Workplace Ad of 1990 (Government Code Section 8350 at seq.) and will provide a drug-free workplace by taking the following actions: (a) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying sevens to be taken against employees for violations; (b) Establish a Drug -Free Awareness program to Inform employees about all of the following: (1) The dangers of drug abuse in the workplace; workplace; rs (2) The peon's or organization's policy of maintaining a drug-free (3) Any available counseling, rehabilitation and employee assistance Programs; and violations. (4) Penalties that may be Imposed upon employees for drug abuse Page 23 o148 SRF11C%to4 (c) Every employee who works on the Project: (1) Will receive a copy of Suppliers drug-free policy statement; and (2) Will agree to abide by terms of Supplier's statement as a condition of employment on the Project. This Agreement may be subject in suspension of payments or termination, or both, and Supplier may be subject to debarment if Stale determines that (1) Supplier has made a false certification, or (2) Supplier violates the certification by failing to carry out the requirements of this Article A-28. ARTICLE A-29. CONFLICT OF INTEREST—CURRENT AND FORMER STATE EMPLOYEES Supplier shall comply with, and shall require that all of its owners, officers, directors, agents, representatives and employees are at all times in compliance with, currently applicable laws and regulations pertaining to conflicts of interest of current and former state employees, including but not limited to Government Code Sections 1090 an seq, and 87100 at seq.; Public Contrast Code Section 10410 at seq.; and California Code of Regulations, Title 2, Sections 18700 at seq. ARTICLE A-30. ADDITIONAL INSURED Supplier agrees that for any policy of general liability insurance concerning the construction of the Project, it will rause, and will require he contractors and subcontractors to rause, a certificate of insurance to be issued showing State, its officers, agents, employees, and servants as additional insured; and shall provide State with a copy of all such certificates prior to the commencement of construction of the Project. ARTICLE A-31. PROHIBITED USE OF STATE FUNDS FOR SOFTWARE Supplier certifies that it has appropriate systems and controls in place to ensure that the Funding will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer willmns in violation of copydght laws. ARTICLE A-32. LABOR COMPLIANCE Supplier shell comply with Public Resources Code Section 75075 and all applicable implementing guidelines and regulations adopted by California Department of Industrial Relations, regarding Labor Compliance Pmgrems. Supplier's failure or refusal to comply with this requirement shall be considered a material breach of this Agreement. Pape 24 of 4e SRF11CxiO4 ARTICLE A-33. DAVIS-BACON ACT COMPLIANCE Supplier understands and acknowledges that Pub.L 111-88 and Section 1450(e) of the Safe Drinking Water Act (42 U.S.C. 3001-9(e)) make applicable provisions of sections 3141-3144, 3146, and 3147 of This 40 of United Stales Code ('Davis -Bacon Act') and applicable regulations and guidance regarding wage rates payable to laborers and mechanics employed by contractors and subcontractors on the Project. Supplier agrees to comply with all applicable Davis -Bacon Act requirements for all Project construction or construction mated activities occuriiiy on or after October 30,2009. On or after the Date of Execution, Supplier agrees to include, or cause to be induced, In full, the applicable language set forth in Attachment 7, hereof, in all Project bid solicitation documents and in all Project contracts and subcmdmcls in excess of $2,000 entered into for the actual construction, alteration and/or repair, including painting and decorating of any Project component. Supplier shall send a report to State at the end of each calendar quarter and on a form acceptable to the State, In which Supplier shall certify to State that all applicable Davis -Bacon Act requirements for the Project are being compiled with, including, without limitation, the requirement Nat Supplier cedify to State that Supplier is collecting and reviewing certified Davis -Bacon payrolls from Suppliers construction contractors. Suppliers failure to provide the quarterly reports required by this Article A-33 may resuft In State's withholding disbursements until the reports are Provided In a forth acceptable to the State. ARTICLE A-34. NEW RESTRICTIONS ON LOBBYING If Supplier receives $100,000 or more in federal funds disbursed under this Agreement, Supplier agrees to comply with all requirements of Title 40 CFR Part 34 New Lobbying Requirements", as the same may be amended from time to time, and to include, or cause to be included, in full. the language set form In Exhibit "E" hereof, In all Project contracts and subcontracts. ARTICLE A-35. SINGLE AUDIT ACT If Supplier receives $500,000 or mora in federal awards In a year from any source, including federal funds disbursed under this Agreement, Supplier agrees to comply with all requirements of the Once of Management and Budget Circular A-133 issued pursuant to the Single Audit Act, as the same may be amended from time to time. Page 26 M48 SRF11CXIN ARTICLE A-36. ADDITIONAL REPORTING Suppler acknowledges that, from time to time during the term of this Agreement, State may receive further guidance from the United States Environmental Protection Agency ('USEPA") which may require additional informationlreporting tram Supplier. Upon such guidance tram USEPA, State will notify Supplier in writing. Upon calibration, Supplier agrees to provide the requested informationdrepore to State in the time period specified. Supplier's failure to provide the requested InformatioNn:port In the time specified may be deemed by State to be a malarial breach of this Agreement and may be treated as a default under Article A-27. ARTICLE A-37, DATA UNIVERSAL NUMBER SYSTEM (DUNS) Supplier shall maintain current DUNS reglshatlon(s) In the Dun 8 Bradstreet database (hft0godcov.dnb.comAvebform) at all times during which they have active federal awards funded with Safe Drinking Water State Revolving Fund funds. Page 2e a 49 SRF11 CX104 EXHIBIT B SECURITY REQUIREMENTS ARTICLE B-1 NO PRIORITY FOR ADDITIONAL LOANS Supplier agrees that It shall not incur any additional indebtedness having any priority in Payment over Supplier's obligations to Stale under this Agreement; and that it shall not give security in any facility or equipment, which are constructed or obtained under the terms of this Agreement, without obtaining Prior written consent of State, which consent shall not be unreasonably withheld. ARTICLE B-2 RATES AND CHARGES Supplier agrees that it will levy and collect assessments or user charges as may he necessary to operate and to maintain the Project and to meet the payments of the Loan when due; and if for any reason, gross revenues prove Insufficient to make Payments due pursuant to this Agreement, Supplier agrees to mise sufficient funds through increased user charges or assessments or any other legal means available to it to meet the Loan payments and to operate and to maintain the Project. ARTICLE B-3 SECURITY INTEREST Supplier pledges to repay the entire Principal Amount of the Loan, together with all interest thereon, as set forth in this Agreement, from City of Fresno Department of Public Utilities revenue slrearl consisting of user water rates, fees, and charges ("Revenues") and agrees that Its obligation to repay the Loan Is an "Additional Party Obligation", as defined In that certain Indenture between the City of Fresno and the Bank of New York Mellon Trust Company, NA„ as trustee, rated as of January 1, 2010, for the City of Fresno Water System Revenue Bonds (fire 'Bond Indenture') and attached hereto as Attachment 13 and incorporated herein by reference. By its signature to this Agreement, Supplier certifies that any revenue derved from property -related fees and charges needed for the Project or the debt associated with the Project, including but not limited to the Loan obligations under this Agreement, has been approved in accordance with Article XIII C and XIII D of the California Constitution (Preposition 218), or Supplier has obtained a legal opinion explaining why such procedures are Pat applicable. ARTICLE B-4 RESERVE FUND Supplier agrees to provide for the accumulation of necessary reserves (the 'Reserve Fund') in accordance with Section 13 of this Agreement to assure that funds will be available to make the semiannual payments when due. At a minimum, a reserve of two (2) semiannual payments shall be accumulated during the first 10 years of the Page 27 of 48 SRFIICX104 Loan Repayment Term and thereafter be maintained at that level. The Reserve Fund shall be maintained and administered by the Fiscal Agent. ARTICLE &5 LEGAL OBLIGATION This Agreement and payment due hereunder, shall not in any way be construed to be a debt of City of Fresno in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of Indebtedness nor will anything contained In this Agreement constitute a pledge or obligation of general revenues, funds, or moneys for City of Fresno is obligated to levy or pledge any form of taxation. This Agreement is a limited obligation of the City of Fresno and is not secured by a legal or equitable pledge of, or charge or lien upon, any property of the CRY of Fresno or any of Its income or receipts, except the Revenues. Neither the full faith and credit nor the taxing power of the CRY of Fresrro Is pledged to the payment of any obligations pursuant to this Agreement. No tax or other sources of funds, other than the Revenues, is pledged to the payment of any obllgatlons pursuant to this Agreement. No obligation for payment pursuant to this Agreement constitutes a debt, liability or obligation of the City of Fresno for which the City of Fresno is obligated to levy or pledge any term of taxation or for which it has Ieved or pledged any form of taxation. Page 28 of Ca SRF11CXIU EXHIBIT C SPECIAL REQUIREMENTS ARTICLE C-1 SECURITY (a) Supplier grants to State a security interest in the Deposit Account, as more fully described in Section 13, hereof. State reserves the right to require, and Supplier agrees to provide, security in additional real and/or personal property which Slate determines is reasonably necessary to secure payment of Supplier's obligations under this Agreement. Supplier shall execute any and all documents required by State to create, perfect and maintain State's security interest(s), including any amendments, modifications, and/or new or revised documents which Stale determines are reasonably necessary to create, perfect, maintain. preserve, and protect State's security Interest(s). ARTICLEC-2 ADDITIONAL REQUIREMENTS (a) Throughout the useful Ile of the Project (as provided In Section 12, hereof), Supplier is responsible for the implementation of practices substantially equivalent to the urban water conservation "best management practices" of the California Urban Water Conservation Council. (b) Supplier shall hotly State's Fresno District Office When the Project is twenty-five percent (25%) complete, fifty percent (50%) complete and seventy-five percent (75%) complete. (c) Notwithstanding any term or conditionto the contrary In this Agreement, including but not limited to Article A -8(c), the Supplier may place a Project facility into operation prior to completion of the Project without prior written appmval from Slate's Fresno District Office. (d) Supplier agrees to comply with Section 5.12 of the Bond Indenture (the -Debt Coverage Ratio'); and agrees to maintain, at all times, the Debt Coverage Ratio until the entire Principal Amount of the Loan has been repaid in full. Supplier also agrees to demonstrate Supplier's satisfaction of the Debt Coverage Ratio to State, effective as of the end of the Suppliers fiscal year (which is currently June 30), by submitting a copy of Supplier's audited financial statements to State by not later than March 31 of each year following the end of the Suppliers fiscal year. Included with the audited financial statements shall also be a statement from Supplier caddying to its conformance with the Debt Coverage Ratio requirement. (e) Supplier shall comply with the requirements under ARTICLE A-33 by complying with guidance given by USEPA that: 'for projects for which construction contracts were awarded prior to the award of the SRF funding, a construction change Page 29 of U SRF11=0C order must apply the federal Davis -Bacon requirements to such projects and contractors/sub-contractors. Davis -Baron prevailing minimum wage requirements apply retroactively to October 30, 2009, and any deficiencies must be identified and corrected. However, non -wage Davis -Bacon requirements (e.g. administrative, monitoring, reporting type requirements) for such projects am not retroactively required, but are required as of the date of the construction wntract(s) change orders) for Davis - Bacon Implementation." in Supplier acknowledges the provisions of Catifomia's Water Measurement Law (California Water Code, Division 1, Chapter 8, commencing with Section 500), and Supplier agrees to commence charging, not later than one (1) year following the Project Completion Date, a v0lumetoc water rate to all customers whose water meters were installed as a component of the Project. (g) Notwithstanding any other provision, term or conditlon of this Agreement, including but not limited to Section 0, State loan funds provided pursuant to this Agreement may be expended prior to Supplier's expenditure of Suppliers Cost. (h) State acknowledges that poor to me Date of Execution, any failure by Supplier to comply with the requirements of Article F-3, hereof, shall trot constitute an Event of Default; provided, however, that Supplier expressly agrees to comply with the requirements of Article F-3 for me selection of all construction contractors, and for the procurement of all equipment, supplies, construction, and services call to the Project occurring after the Date of Execution. Pessimist" SRF11CXtea EXHIBIT D COMPLIANCE WITH DAVIS-BACON ARTICLE D-1. DAVIS-BACON PROVISIONS USEPA Region 9 has pmvlded guidance on the Davis -Bacon Act requirements, which is attached hereto as 'Attachment 7" and incorporated herein by reference. As used in Attachment 7, the term "subreciplent' means Supplier, and the terms'State', 'Stale reclperm" and "recipient" each mean the State of California Department of Public Health. If Supplier is a governmental entity(including, without limitation, a city, county, city and county, or local agency), the applicable contract language that is required is set forth In Section I of Attachment 7. If Supplier is not a governmental entity, the applicable contract language that is required Is set forth in Section II of Attachment 7. Nge 31 of 4a SRF11CXlN EXHIBIT E NEW RESTRICTIONS ON LOBBYING ARTICLE E-1. NEW RESTRICTIONS ON LOBBYING 40 CFR Pad 34– New Restrictions on Lobbying Subpart A—General §34.100 Condifons on use of funds. (a) No appropriated funds may be expended by the recipient: of a Federal contract, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influence an oRicer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the fallowing covered Federal actions: the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the sharing into of any cooperative agreement, and the extension, continuafon, renewal, amendment, or modttication of any Federal contract, grant, loan, or cooperative agreement. (b) Each person who requests or receives from an agency a Federal contract, grant, loan, or cooperafve agreement shall file with that agency a certification, set forth in appendix A, that the person has not made, and will not make, any payment prohibited by paragraph (a) of this section. (c) Each person me requests or receives from an agency a Federal contract, grant, loan, or a cooperative agreement shall file with that agency a disclosure form, set forth in appendix B, If such person has made or has agreed to make any payment using nonappropdated funds (to include mofts from any covered Federal action), which would be prohibited under paragraph (a) of this section if paid for with apprapdated funds. (it) Each person who requests or receives from an agency a commitment providing for the Unfed States to insure or guarantee a loan shall file with that agency a statement, set forth in appendix A, whether that person has made or has agreed to make any payment to influence or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with that loan insurance or guarantee. (a) Each person who requests or receives from an agency a commitment previding for the United States to insure or guarantee a loan shall file with that agency a disclosure form, set forth in appendix B, If that person has made or has agreed to make any payment to Influence or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress In connection with that loan insurance or guarantee. Page 32 of 48 SRF11C%104 §34.105 Definitions. For purposes of this part (a) Agency, as defined in 5 U.S.C. 552(Q, Includes Federal executive departments and agencies as well as Independent regulatory commissions and Government corporations, as defined in 31 U S.C. 9101(1). (b) Covered Federal action means any of the following Federal actions: (1) The awarding of any Federal contract; (2) The making of any Federal grant; (3) The making of any Federal loan; (4) The entering into of any cooperative agreement; and, (5) The extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. Covered Federal action does not include receiving tram an agency a commitment Providing for the United States to insure or guarantee a loan. Loan guarantees and loan Insurance am addressed independently within this part. (c) Federal contract means an acquisition contract awarded by an agency, including these subject to the Federal Acquisition Regulation (FAR), and any other acquisition contract for real or personal property or services not subject to the FAR. (d) Federal cooperative agreement means a cooperative agreement entered thin by an agency. (e) Federal grant means an swam of financial assistance in the form of money, or property in lieu of money, by the Federal Government or a direct appropriation made by law to any person. The tens does not Include technical assistance which provides services instead of money, or other assistance In the forth of revenue sharing, loans, loan guarantees, loan insurance, interest subsidies, insurance, or direct United States cash assistance to an linal ltlual. M Federal loan means ban made by an agency. The term does net Include ban guarantee or loan insurance. (g) Indian tube and tribal onganlzadon have the meaning provided In section 4 of the Indian Sed -Determination and Education Assistance Act (25 U.S.C. 450B). Alaskan Natives are included under the definitions of Indian tribes in that Act. Page 33 of 48 SRF1 t CX104 (h) Influencing or attempting to Influence means making, with the intent to influence, any communication to or appearance before an officer or employee or any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal portion (1) Loan guarantee and loan insurance means an agency's guarantee or insurance of a loan made by a person Q) Local government means a unit of government in a Slate and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special distinct, an Intrastate district, a council of governments, a sponsor group representative organization, and any other instrumentality of a local government (k) Cfficer or employee of an agency includes the following individuals who are employed by an agency: (1) An individual who is appointed to a position in the Government under title 5, U.S. Code, Including a position under a temporary appointment; (2) A member of the unformed services as defined in section 101(3), the 37, U.S. Code; (3) A special Government employee as defined In section 202, title 18, U.S. Code; and, (4) An Individual who is a member of a Federal advisory committee, as defined by the Federal Advisory Committee Ad, tRle 5, U.S. Code appendix 2. (1) Person means an Individual, corporation, company, association, authority, firm, Partnership, society, State, and local government, regardless of whether such entity Is operated for profd or not for profit. This tens excludes an Indian tribe, tribal organization, or any other Indian organization with rasped to expenditures specifically permitted by other Federal law. (m) Reasonable compensation means, with respect to a regularly employed officer or employee of any person, compensation that is consistent with the normal compensation for such officer or employee for work that Is not furnished to, not funded by, or not furnished in cooperation with the Federal Government. (n) Reasonable payment means, with respect to professional and other technical services, a payment in an amount that is consistent with the amount normally paid for such services in the private sector. (o) Recipient includes all contractors, subcontractors at any tier, and subgrantees at any tier of the recipient of funds received In connection with a Federal centrad, grant, ban, or cooperative agreement. The term excludes an Indian tribe, tribal organizallon, Page M of 4ti SRF11CXIN or any other Indian organization with respect to expenditures specifically permitted by other Federal law. (p) Regularly employed means, with respect to an officer or employee of a person requesting or receiving a Federal contract; grant, loan, or cooperative agreement or a commitment providing for the United States to insure or guarantee a loan, an officer or employee who is employed by such person for at least 130 working days within one year immediately preceding the dale of the submission that initiates agency consideration of such person for receipt of such contract, grant, loan, cooperative agreement, loan insurance commitment, or loan guarantee commitment. An officer or employee who is employed by such person for less than 130 working days within one year immediately preceding the date of the submission that initiates agency consideration of such person shall be considered to be regularly employed as soon as he or she is employed by such person for 130 working days. (q) State means a State of the United States, the Distinct of Columbia, the Commonwealth of Puerto Rica, a territory or possession of the United States, an agency or instrumentality of a State, and a multi -State, regional, or Interstate entity having governmental duties and powers. §34.110 Certification and disclosure. (a) Each person shall file a certification, and a disclosure form, if required with each submission that initiates agency consideration of such person for (1) Award of a Federal contract, grant, or cooperative agreement exceeding $100,000; or (2) An award of a Federal ban or a commitment providing for the United States to insure or guarantee a loan exceeding $151 (b) Each person shall Me a purification, and a disclosure forth, if required, upon receipt by such person of. (1) A Federal contract, grant, or cooperative agreement exceeding $100,00; or (2) A Federal loan ora commitment providing for the United Stales to Insure or guarantee a loan exceeding $150,000, Unless such person previously fled a ossification, and a disclosure form, if required under paragraph (a) of this section. )c) Each person shall file a disclosure form at Me end of each calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the Information contained in any disclosure form previously filed by such person under Page 35 of 46 SRF11CXIN paragraphs (a) or (b) of this section. An event that materially affects the accuracy of the information reported includes: (1) A cumulative increase of $25,000 or more in the amount paid or expected to be paid for influencing or attempting to influence a covered Federal action; or (2)A change in the person(s) or indlvidual(s) influencing or attempting to influence a covered Federal action; or, (3)A change In the offcegs), employee(s), or Member(s) contacted to influence or attempt to influence a covered Federal action. (d) Any person who requests or receives from a careen referred to in paragraphs (a) or (b) of this section: (1) A subcontract exceeding $100,000 at any tier under a Federal contract; (2) A subgrant, contract, or subcontract exceeding $100,000 at any tier under a Federal grant; (3) A contract or subcontract excreting $100,000 at any tier under a Federal loan exceeding $150,000; or, (4) A contract or subcontract exceeding $100,000 at any tier under a Federal cooperative agreement, Shall file a certification, and a disclosure farm'. H required, to the next gar above. (a) All disclosure fortes, but not cert cations, shall be forwarded her tier to ger until received by the person retread to in paragraphs (a) or (b) of this section. That person shall forward all disclosure forms to the agency. (f) Any certification or disclosure forte filed under paragraph (e) of this section shall be treated as a material representation of fact upon which all receiving tiers shall rely. All liability arising from an erroneous representation shall be home solely by Ma tier filing that representation and shall not be shared by any Her to which the erroneous representation Is forwarded. Submitting an erroneous certiticaflon or disclosure constitutes a failure to file the required certification or disclosure, respectively. If a person falls to file a required certification or disclosure, the Urged States may pursue all available remedies, including those authorized by section 1352, title 31, U.S. Code. (g) For awards and commitments in process poor to December 23, 1989, but not made before that date, certifications shall be required at award or commitment, covering activities occurring between December 23, 1989, and the date of award or commitment. However, for awards and commitments in process prior to the December 23, 1989 effective date of these provisions, but not made before December 23, 1959, disclosure Page 3e af 4a SRF11 0104 fonds shall not be required at time of award or commitment but shall be fled within 30 days. (h) No reputing is required for an activity, paid for with appropriated funds if that acal is allowable under either subpart B or C. Subpart B—Activities by Own Employees §34.200 Agency and legislative liaison. (a) The prohibition on Me use of appropriated funds, in §34.100 (a), does not apply in the case of a payment of reasonable compensation made to an officer or employee of a person requesting of receiving a Federal contract, grant, loan, or cooperative agreement If the payment is for agency and legislative liaison activities not dlrabuy related to a covered Federal action. (b) For purposes of paragraph (a) of this section, providing any Information specifically requested by an agency or Congress is allowable at any time. (c) For purposes of paragraph (a) of this section, the following agency and legislative liaison activities are allowable at any time only where they are not related to a specific solicitation for any covered Federal action: (1) Discussing with an agency (including individual demonstrations) the qualifies and characteristics of the person's products or services, conditions or terms of sale, and service capabilities; and, (2) Technical discussions and Other activities regarding the applica0on or adaptation of the person's products or services for an agency's use. (d) For pumoses of paragraph (a) of this section, the following agencies and legislative liaison activities are allowable only whoa they are prior to formal solicitation of any covered Federal action: (1) Providing any information not specifically requested but necessary for an agency to make an informed decision about initiation of a covered Fedeml action; (2) Technical discussions regarding the preparation of an unsolicited proposal prior to its official submission; and, (3) Capability presentations by persons seeking awards from an agency pursuant to the provisions of the Small Business Act, as amended by Public Law 95-507 and other subsequent amendments. (e) Only those activities expressly authorized by this section are allowable under this section. Page 37 of qa Si §34.205 Professional and technical services (a) The prohibition on the use of appropriated funds, in §34.100 (a), does not apply In the case of a payment of reasonable compensation made to an officer or employee of a person requesting or receiving a Federal contract, grant, loan, or cooperative agreement or an extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement if payment is for professional or technical services rendered directly In the preparation, submission, or negotiation of any bid, proposal, or application for that Federal contract, grant, loan, or cooperative agreement or for meeting requirements Imposed by or pursuant to law as a condttion for receiving that Federal contract, grant, loan, or cooperative agreement. (b) For purposes of paragraph (a) of this section, "professional and technical services' shall be limited to advice and analysis directly applying any professional or technical discipline. For example, tlmfling of a legal document accompanying a bid or proposal by a lawyer is allowable. Similarly, technical advice provided by an engineer an the performance or operational capability of a piece of equipment rendered directly In the negotiation of a contract is allowable. However, communications with the Intent to Influence made by a professional (such as a licensed lawyer) or a technical person (such as a licensed accountant) are not allowable under this section unless they provide advice and analysis directly applying their professional or technical expertise and unless the ai or analysis Is rendered closely and solely in the preparation, submission or negotiation of a covered Federal action. Thus, for example, communications with the intent to Influence made by a lawyer that do cwt provide legal advice or analysis directly and solely related to the legal aspects of his or her diem's proposal, but generally advocate one proposal over another are not allowable under this section because the lawyer is not providing Professional twat services. Similarly, communications with the Intent to influence made by an engineer providing an engineering analysis prior to the preparation or submission of a bid or proposal are not allowable under this section since the engineer is providing technical services but not directly in the preparation, submission or negotiation of a covered Federal action. (c) Requirements Imposed by or pursuant to law as a condition for receiving a covered Federal award include those required by taw or regulation, or reasonably expected to be required by law or regulation, and any other requirements in the actual award documents. (d) Only those services expressly authorized by this section are allowable under this section. §34.210 Reporting. No reporting Is moll with respect to payments of reasonable compensation made to regularly employed officers or employees of a person. Page m of 48 SRF11C%104 Subpart C --Activities; by Other Than Own Employees §34.300 Professional and technical services. (a) The prohibition on the use of appropriated funds, in §34.100 (a), does not apply in the case of any reasonable payment to a person, other than an officer or employee of a person requesting or recelving a covered Federal action, If the payment Is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for (hat Federal contract, grant, loan, or cooperative agreement or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal contract, grant, loan, or cooperative agreement. (b) The reporting requirements in §34.110 (a) and (b) regarding filing a disclosure forth by each person, if required, shall not apply with respect to professional or technical services rendered directly In the preparation, submission, or negotiation of any commitment providing for the United Stales to insure or guarantee a ban. (c) For pumoses of paragraph (a) of this section, "professional and technical Sandi shall be limited to advice and analysis directly applying any professional or technical discipline. Far example, drafting ora legal document accompanying a bid or proposal by a lawyer Is allowable. Similarly, technical advice provided by an engineer on the performance or operational capability of a piece of equipment rendered directly in the negotiation of a contract is allowable. However, communications with the Intent to Influence made by a professional (such as a licensed lawyer) or a technical person (such as a licensed accountant) are not allowable under this section unless they provide advice and analysis directly applying their professional or technical expertise and unless the advice or analysis is rendered directly and solely in the preparation, submission or negotiation of a covered Federal action. Thus, for example, communications with the intent to Influence made by a lawyer that do not provide legal advice or analysis directly and solely related to the legal aspects of his or her dient's proposal, but generally advocate one proposal over another are not allowable under this section because the lawyer is not providing professional legal services. Similarly, communications vAh the intent to influence made by an engineer prevbing an engineering analysis prior to the preparation or submission of a bid or proposal are not allowable under this section since the engineer is providing technical services but not directly in the prepareflon, submission or negotiation of a covered Federal action. (d) Requirements imposed by or pursuant to law as a condition for receiving a covered Federal award include those required by law or regulation, or reasonably expected to be required by law or regulation, and any other requirements in the actual award documents. (e) Persons other than officers or employees of a person requesting or receiving a covered Federal action include consultants and iretle associations. Page 39 0148 SRF11CX104 (f) Only those services expressly authorized by this section are allowable under this sedlon. Subpart -Penalties and Enforcement §34.400 Penalties (a) Any person who makes an expenditure prohibited herein shall be subject to a civil penalty of not less than $10,000 and not mare than $100,000 for each such expenditure. (b) Any person who fails to file or amend the disclosure fans (see appendix B) to be fled or amended if required herein, shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. (c) A filing or amended filing on or after the dale on which an administrative action for the imposition of a civil penalty is commenced does not prevent the imposition of such civil penalty for a failure Occurring before that dale. An administrative action is commenced with respect to a failure when an investigating official determines in writing to commence an Investigation of an allegation of such failure. (d) In determining whether to Impose a civil penalty, and the amount of any such penalty, by reason of a violation by any person, the agency shall consider the nature, circumstances, extent, and gravity of the violation, the effect on the ability of such person to continue In business, any poor violations by such person, the degree of culpability of such person, the ability of the frown to pay the penalty, and such other matters as may be appropriate. (e) Flmt offenders under paragraphs (a) or (b) of this section shell be subject to a civil penalty of $10,000, absent aggravating circumstances. Second and subsequent offenses by persons shall be subject to an appropriate civil penalty between $10,000 and $100,000, as determined by the agency head or his or her designee. (f) An Imposition of a civil penalty under this section does not prevem the United States from seeking any other remedy that may apply M Me same conduct that is the basis for the imposition of such civil penalty. §34.405 Penalty procedures. Agencies shall Impose and collect civil penalties pursuant to the provisions of Me Program Fraud and Civil Remedies Act, 31 U.S.C. 3803 (except subsection (c)), 3804, 3805, 3808, 3807, 3808, and 3812, insofar as these provisions are not inconsistent with the requirements herein. Page 40 of de SRF11 CX104 §34.410 Enforcement. The head of each agency shall take such actions as are necessary to ensure that the provisions herein are vigorously implemented and enforced in that agency. Subpart E—Fxemptlons §34-500 Secretaryol Defense (a) The Secretary of Defense may exempt, on a case-by-case basis, a covered Federal action from the prohibition whenever the Secretary determines, in sorting, met such an exemption is in the national interest. The Secretary shall transmit a copy of each such when exemption to Congress immediately after making such a determination. (b) The Department of Defense may issue supplemental regulations to Implement Paragraph (a) of this section. Subpart F—Agency Reports §34.800 Semi-annual compilation (a) The head of each agency shall collect and compile the disclosure reports (see appendix B) and, on May 31 and November 30 of each year, submit to the Secretary of Me Senate and the Clerk of the House of Representatives a report containing a compilation of the information contained in the disclosure reports received during the six-month Period ending on March 31 or September 30, respectively, of that year. (b)The report, including the compilation, shall be available for public inspeetlon 30 days after receipt of the report by the Secretary and the Clerk. (c) Information mat involves Intelligence matters shall be reported only to me Select Committee on Intelligence of the Senate, the Permanent Select Carnahan on Intelligence of the House of Representatives, and the Committees on Appropriations of the Senate ago the House of Representatives In accordance with procedures agreed to by such committees. Such Information shall not be available for public Inspection. (d) Information that is classified under Executive Order 12358 or any successor order shall be reported only to the Committee on Foreign Relations of the Senate and the Committee on Foreign Affairs of the House of Representatives or the Committees an Armed Services of the Senate and me House of Representatives (whichever such committees have jurisdiction of matters involving such information) and to the Committees on Appropriations of the Senate and the House of Representatives in accordance with procedures agreed to by such committees. Such Information shall not be available for public inspection. Page 41 arae SRF11CX104 (e) The first semi-annual compilation shall he submitted on May 31, 1990, and shall contain a compilation of the disclosure reports received from December 23, 1989 to March 31, 1990. (Q Major agencies, designated by the Office of Management and Budget (OMB), are required to provide machine-readable compilations to the Secretary of the Senate and the Clerk of the House of Representatives no later than with the compilations due on May 31, 1991. OMB shall provide detailed specifications in a memorandum to these agencies. (g) Non -major agencies are requested to provide machine-readable compilations to the Secretary of the Senate and the Clerk of the House of Representatives. (h) Agencies shall keep the originals of all disclosure reports in the official files of me agency. §34.605 Inspector General Report (a) The Inspector General, or other official as specified in paragraph (b) of this section, of each agency shall prepare and submit to Congress each year, commencing with submission of the President's Budget in 1991, an evaluation of the compliance of that agency with, and the effectiveness of, the requirements herein. The evaluation may include any recommended changes that may be necessary to strengthen or improve the requirements. (b) In the case of an agency that does not have an Inspector General, the agency official comparable to an Inspector General shall prepare and submit the annual repod, or, if there Is no such comparable official, the head of the agency shall prepare add submit the annual report. (c) The annual raped shall be submitted at the same time the agency submits Its annual budget justifications to Congress. (d) The annual report shall include the following: All alleged violations relating to the agency's covered Federal actions during the year covered by the report, the adlons taken by the head of the agency In the year covered by the report with respect to those alleged violations and alleged violations in previous years, and the announce; of civil penalties Imposed by me agency in the year covered by the report. Page 42 of ria SRi11CXID4 EXHIBIT F COMPLIANCE WITH CROSS -CUTTING FEDERAL AUTHORITIES ARTICLE F-1. COMPLIANCE WITH FEDERAL AUTHORITIES (a) By Its signature to this Agreement to which this Exhibit "F° is attached, Supplier agrees to comply with all applicable stale and federal laws and authorities, including but trot limited to the federal authorities listed below, and to the fullest extant required by law, shall require compliance with mid authorities by its contractors and subcontractors on the Prci • Procurement Prohibitions under Section 306 of the Clean Air Act and Section 508 of the Clean Water Act, including Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Cannot Ad with Respect to Federal Contracts, Grants, or Loans • Uniform Relocation and Real Property Acquisition Policies Act, Pub. L. 91-646, as amended • Debarment and Suspension, Executive Order 12548 • Age Discrimination Ad of 1975, Pub, L. 94-135 • Title A of the Civil Rights. Ad of 1964, Pub. L. 88-352 (2) • Section 13 of the Federal Water Pollution Control Ad Amendments of 1972, Pub. L. 92-500 (the Clean Water Act) • Section 504 of the Rehabilitation Act of 1973, Pub. L. 9&112 (Including Executive Orders 11914 and 11250) • Equal Employment OpporNnity, Executive Order 11246 • Woman's and Minority Business Enterprise, Executive Orders 11625, 12138 and 12432 • Section 129 of the Small Business Administration Reauthorization and Amendment Ad of 1988, Pub. L. 100-590 (b) In partial compliance with the above list of Cross -cutting Federal Authorities, Supplier agrees to take certaln actions specifically set forth in the following Articles: Page 43 of 48 SRFIICX104 ARTICLEF-2. EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS Supplier agrees that it shall be ranged to be a contractor and shall comply with the following requirements In that role: (a) During the performance of this Agreement, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national ongm, physical or mental handicap, or age. The contractor will take affirmative action to emu, that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, physical or mental handicap, or age. Such action shall Include, but not be limited o the following; employment, upgrading, demotion, or transfer; recruitment or recruftment advertising; layoff or terminator; rates of pay or other forms of compensation; am career development opportunities and selection for training, including apprenticeship. The cantramir agrees to post in conspicuous places available to employees and applicants for employment, clothes to be provided by the Federal Government setting faith the provisions of the Equal Opportunity Clause. and Me Rehabilitation Act of 1973. Such notices shall stale Me contractors obligation under the law to take affirmative action to employ and advance in employment qualified applicants without discrimination based on their race, color, religion, sex, national origin, physical or mental handicap, or age, and the rights of applicants and employees. (2) The contractor will, In all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, physical or mental handicap, or age. (3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding of notice, to be provided by the Federal Government advising the labor union or workers' representative of the contractors commRments under the Equal Opportunities Clause, and shall post copies of the notice In conspicuous places available to employees and applicants for employment. (4) The contractor will comply with all previsions of the Rehabilitation Act of 1973 and of the Federal Executive Order No. 11246, as amended, and of the rules, regulations, and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Federal Executive Order No. 11246, as amended, and the Rehabilitation Act of 1973, and by the miss, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency Page 44 of 40 SRP11CX104 and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and papers. (6) In the event of the contractors noncompliance with the requirements of this Equal Opportunity Clause or with the nondiscrimination clauses of this Agreement or with any of such miss, regulations, or orders, this Agreement may be cancelled, terminated or suspended In whole or in pan and the contractor may be declared ineligible for fuller federal contracts in accordance with procedures authorized In Federal Executive Omer No. 11246 as amended, and such other sanctions may be imposed and remedies invoked as provided in Federal Executive Order No. 11246 as amended, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (7) The contractor will include the previsions of paragraphs(1)through (7) of this Article F-2 In every contract, subcontract or purchase order related to this Agreement unless exempted by miss, regulations, or orders of the Secretary of Labor issued pursuant to Federal Executive Order No. 11246, as amended, or section 503 of the Rehabilitation Act of 1973, so that such provisions will be binding upon each contractor, subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor or the Director of Federal Compliance Programs or State may direct as a means of enforcing such provisions Including sanctions for noncompliance, provided, however. that In the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request in writing to State, which, in tum, may request the United States to enter into such litigation to protect the interests of the United Stales and State. Each contractor shall file, and shall cause each of his subcontractors to file, Compliance Reports with the contracting agency or the Secretary of Labor as may be directed. Compliance Reports shall be filed within such times and shall contain such information as to the practices, policies, programs, and employment policies, programs, all employment statistics of the contractor and each subcontractor, and shall be in such form, as the Secretary of Labor may prescribe. Bidders or prospective contractors or subcontractors may be required to slate whether they have participated in any previous contract subject to the provisions of Federal Executive Omer 11246, as amended, or any preceding similar Executive order, and in that event to submit, on behalf of themselves and their proposed subcontractors, Compliance Reports poor to oras an initial part of their bid or negotiation of a contract. (b) In addition, If the Project Is to be constructed in a geographical area that has been designated by the Office of Federal Contract Compliance for special treatment. Supplier agrees that it will undertake, and will require its contractors and subcontractors to undertake affirmative action programs in accordance with regulations and other directives promulgated by that Office. Page 4fi of 49 SRF11CX104 ARTICLE F-3. PARTICIPATION OF DISADVANTAGED BUSINESS ENTERPRISES (a) Supplier acknowledges that Executive Orders 11625,12138, and 12432 are applicable to this Agreement, and that the United States Environmental Agency (EPA) adopted regulations to Implement mope requirements 140 Code of Federal Regulations Part 33 Participation by Disadvantaged Business Enterprises in United States Environmental Protection Agency Programs — {Federal DBE Regulations)), In compliance with Federal OBE Regulations, State has negotiated "Fair Share Objectives" with EPA for participation of Minority Business Enterprises and Women's. Business Enterprises In procurement activity undertaken with funds made available to Supplier under this Agreement. The 'Fair Share Objectives' are set forth In the CDPl1 DBE Ufilbeitlon Guidance attached as Attachment a to this Agreement and Incorporated herein by this reference. Supplier agrees that It will cooperate with and assist State in realizing the "Fair Share Oblectves' and will exercise good faith efforts M achieve such participation of disadvantaged business enterprises, and in particular agrees that in the selection of construction mMracfars, and for the procurement of equipment, supplies, construction, and services related to the project, t, at a minimum, has or will undertake the following alternative steps: (1) Include disadvantage business enterprises on solicitation lists; (2) Assure that disadvantaged business enterprises are solicited whenever they are potential sources; (3) Divide total requirements, when economically feasible, into small tasks or quantities to permit maximum participation by disadvantaged business orderliness; (4) Establish delivery schedules, when the requirements of the work Permit. which will encourage participation by disadvantaged business enterprises; (5) Use the services of the Small Business Administration and the Office of Minority Business Enterprise of the U.S. Department of Commerce, and the California Unified Certification at the California Department of Transportations, as appropriate; and (6) If any contractor awards subagreements, require the contractor to take the affirmative steps in paragraphs (1) through (5) of this paragraph. (b) Supplier agrees that prior to the award of any contract for the procurement of equipment, supplies, construction, or services related to the Project, It has or will review the efforts of such contractor to Include disadvantaged business enterprises and will assure State that such contractor has complied with the requirements of this Article F-3. A form for providing said assurance will be provided by State in a form substantially similar to that of Attachment 9 to this Agreement Page 46 of 4a SRF11CXto4 (c) As required by Federal DBE Regulations, Supp%ragrees to circulate bid solicitation(s) for this project for a minimum of 15 days. (d) As required by Federal DBE Regulations, Supplier agrees to require prime contractor to pay subcontractors for satisfactory performance within 30 days from the prime contractors receipt of payment from the Supplier. (e) Supplier agrees to include in procurement solicitation provisbns related to the utilization of Disadvantaged Business Enterprises in substantially the form of Attachment 10. Supplier further agrees to include in each procurement solicitation EPA Form 61 00.2, EPA Form 61 W-3, and EPA Form 61004 as required by Federal DBE Regulations which are included in Attachment 10. (f) Supplier agrees to submit the Good Faith Effort documentation received tram the selected prime contractor bidder to Slate. (g) As required by Federal DBE Regulations, Supplier agrees to create and maintain a bidders list of all firms that bid or quote on prime contracts or bid or quote subcontracts on the project. Supplier shall maintain bidders list until Supplier has certified project completion to State. (See Attachment ll.) (h) Supplier agrees that it shall report to State on procurements and utilization of Disadvantaged Business Enterprises semiannually, within fifteen (15) days after Apol 1 and October 1, throughout the project, until after submission of the final claim, Supplier shall report, using Attachment 12 to this Agreement. ARTICLEF4. PROCUREMENT PROHIBITIONS By its signature on this Agreement, Supplier certifies that it will not procure goods, services, or materials from any entity, or otherwise utilize any facility for the construction of the Project, if such entity or facility Is listed on the USEPNs List of Violating Facilities, and Supplier further certifies it will comply with the provisions of Executive Order No. 11738. 3 C.F.R. 799 (1973), Section 306 of the Clean Air Act 42 U.S.C. 7606 (1994) and Section 508 of the Clean Water Act 33 U.S.C. 1368 (1982). ARTICLEF-5. DEBARMENT AND SUSPENSION Supplier agrees that for purposes of the following subparts (a) and (b), Supplier is the 'prospective lower tier participant', and this Funding Agreement is the"proposaP. (a) Instructions for Certification (1) By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below. Page 47 of 4a SRF11cxie4 (2) The fortification In If clause is a material representation of fact upon which reliance was placed when this transaction was emerged into. If h is later determined that the prospective lower fier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. (3) The prospective lower her participant shall pmvlde immediate written notice ro the person to whom this proposal is submitted if at any time the Prospective lower tier participant teams that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. (4) The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal. and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverage sections of roles Implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance In obtaining a copy of those regulations. (5) The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who Is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared Ineligible, or voluntarily excluded from participation in Use covered transaction, unless authorizetl by the department or agency with which this transaction originated. (8) The prospective lower tier participant further agrees by submitting this proposal that d will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction without moorication, in all lower her covered transactions and In all solicitations for lower tier covered transactions. The prospective lower tier participant shall submit to State all certification. submitted pursuant to this paragraph. (7) A participant in a covered transaction may rely upon certification of a prospective participant in a lower tier covered transaction that R is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or volunlarily excluded from covered transactions, unless A knows that the codification is erroneous_ A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the List of Parties Excluded from Federal Procurement and Non -procurement Pmgams. (8) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render In goad faith the certification required by this clause. The knowledge and Information of a participant is not required to exceed that vfilch is normally possessed by a prudent person in the ordinary course of business dealings. Paye490/1a SRF11Cx1o4 (9) Except for transactions authorized under Paragraph (5)of these insinuations, if a participant in a covered transaction knowingly enters Into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation In this transaction, in addition to other remedies available to the Federal Government, the department or agency with which Nis transaction originated may pursue available remedies, including suspension sprier debarment, (b) Certification Regarding Debarment, Suspension, Ineligibility add Voluntary Exclusion—Lower Tier Covered Transections (1) The prospective lower tier participant caddies, by submission of this proposal, that neither it nor its principals is presently debarred Suspended, proposed for debarment. declared Ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) Where the prospective lower tier participant Is unable to certify to any of the statements In this certification, such prospective participant shall attach an explanation to this proposal. ARTICLE F,6. UNIFORM RELOCATION AND REAL PROPERTY ACQUISITION ACT Supplier will comply, or has already complied with the requirements of TPoes 11 and If of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (Public Law 91-(146, 42 U.S.C. 4655), as amended which provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of Federal or federally assisted programs. These requirements apply to all Interests In real property acquired for project purposes regardless of Federal particlpatlon In purchase. SwIl"IM Attachment 13 City of Fresno Water System Revenue Bonds Indenture ATTACHMENTS Attachment 1. Fiscal Services and Deposit Account Control Agreement (Section 13) Attachment 2. Deposit Account Maintenance Agreement(Amcle A -3(d)) Attachment 3. Initial Budget Summary (Article A-3(0) Attachment 4. Claim for Disbursement of Funds (Article "a)) Attachment 5. Final Release (Article A -8(f)(4)) Attachment B. Supplier's Certification of Project Completion (Article A -8(b)) Attachment ]. Davis Bacon Wage Previsions (Article A-33) Attachment 8 Minority Business Enterprise— Woman's Business Enterprise Goals for Participation (Article F -3(a)) Attachment B. Disadvantaged Business Enterprise Information Form (Article F-S(b)) Attachment 10. Example DBE/MBEIINBE Bid Solicitation (ArBcle F -3(e)) Attachment ll. Bidders List (Article F -3(g)) Attachment 12. Minority Business ErdertonselWomen Business Enterpdee MBEIWBE Quarterly Utilization Report (Article F -3(h)) Attachment 13 City of Fresno Water System Revenue Bonds Indenture ATTACHMENT 1 FISCAL SERVICES AND DEPOSIT ACCOUNT CONTROL AGREEMENT CONTACT LIST The following Is a list of Bank's that offer services as a fiscal agent and that have agreed to use California Department of Public Health's (CDPH) toren Fiscal Services and Deposit Account Control Agreement. CDPH is willing to work with any other bank of your choice that offers services as a fiscal agent, so long as such bank is willing W use CDPH's form Fiscal Services and Deposit Account Control Agreement. California Bank 8 Trust US Bank 1331 Broadway Mall Station SF -CA -SF Sacramento, CA 96818 One California St, Suite 2100 Catherine Don San Francisco, CA 94111 cnonfdcalbtcom Wren Lal (916) 3414912 Kamn.lei@usbank.com 8004894614 (415) 2734640 Wells Fargo Bank 333 Market Street, W Floor, MAC A0119.181 San Francisco, CA 94195 - Karen Milani Kamn.LmiWni@wellsfargo.com (415) 37141363 Enclosed is a template titled "Fiscal Services and Deposit Account Control Agreement Please contact Lord Saw with COPH at (916) 449-5639 or Josh Ziese at (916) 445-5284'4 you will be using US Bank or Wells Fargo Bank as your fiscal agent. You will need to obtain the appropriate template for use with those Banks. 61231210 FISCAL SERVICES AND DEPOSIT ACCOUNT CONTROL AGREEMENT This FISCAL SERVICES AND DEPOSIT ACCOUNT CONTROL AOREEMMENT (this "Ameasurs: 'Jismterdinmssof 21)_,smong C, Am"), e C`Fisral Aunt") and the Stere ofCalifwena Dbparmem ofpublic Health (-Sggu Pam"),who each hmeby am es as follows. A. Secured Party has issued or will issue a Faoding Agreanem to Depositor order the Safe Dunking Wazm Speeg wing Ford Lewof199](lhe"wWimAmcsara '1, whavebY Secured Party has made or will make a loan to Depositor in a principal amount of to $._ (the "Lome'). B. The Ponding Agreement requires or will regnits, among other things, that Depositor engage the emvica of feed agent to assist in accumulating furls sufficlmt to repay the Loan to Secured Party. C. For valuable coosidemGo% mosiptofwhich is hereby acWowledgd by Depositor, end in osdm to secure the Lown, Depositor has Warned Saard Poly asuarany moment in deposit account number(s) maimaind by Depositor with Fiscal Agent az the allies indicated on the sipatue page brdmv, my eahaaunt(e) or reefed accoml(s) into and from which Enhances from each accomt(s) are sweet by Fiscal Agent from time to tore for matve relemd o other purpose. all farads now or hercetet deposited into each aceosmt(s), and my proceeds thereat metudmg witsno limitation any marat rand thereon (coBatvely, the" cm f). D. Allc°Pdirsull terra defived in the UCC (w heremall rdefines and ant otherwir defimd In this Agreement shat have the same mining m the Agreammt ainthe UCC, ad the rules ofivterpremtm N Article I of the UCC. shill applyto the interpretation of tun Agreement. E In 000100c5m with the foregoue Depositor is requestag that Piscal Agat deer into the Agra ern in urderto perform services a Depositor's fisod neat end parfem SamW Party's memory mumcd in the Account 1. Definition. a. 'Bniness DeJ'memsaday,othmthanaSm &Y.Smdayorbohdaymwhich We epptcebteparty u open fm humores azlbe locetioam which the mmmmicator u ant b. "Dieoovtm lmWatnn"manmimm onto Fiad Agemdiratngthe dispoeitm ofthe t�nd�o WAaomt _- msmaomu.rw oon.h C, "1g9L^ means each semevvuel invoke prepared by Secured Pity, which mobster, withoN limalammq all vccmed imerest and the principal and/or interest grunt dace and payable by Depositor for such preceding samiamual period of the Loan. d. "Norift ofl.I_C Ql" mean the fin instruction to Fiscal Agent originated by Secured Party directing that Fiscal Agent m longer cemply with Depositor's Disposition instructions. The Notice of Exclusive Central carry Alm mems a Dispaagim Instruction originated by Secured Pam/. C. Vuhade Time" mens the opening of business on the fust Bananas Day, following the Business Day on which the Notice of Exclusive Cavhol is received at the address for Final Agent specified haeim [f the Native of Exclusive Control is received at such adchms al@r 2:00 p.ca., loel time, thrum determining the Othade Time, the Notice ofBxcAusive formal will be considered re have been morally madved an she following Business Day. f. "Ufa^mems the Uniform Commercial Code Ofthejurisdincon whose law governs this Agreement or, if relevent m my mates other then the meaning of a defoed team, the Unto®Cocamerai l Codc of the jurisdiction whose law applies to the miner order the choice of law rules of desJudisdiction whose ler governs this Agreamevr. 2. Fiscal Agent's Roconsibility. n Fiscal Agent shell perform the following servicea: (i) Receive Invoices from Seoaen Parry on bebelfofDeposimr and travmdt payments to Secured Party whm ibahurled; and (ii) Promptly give written come to Secured Piny of my failure by Depositor W satisfy the deposit regrsinacMde set forty in Section 3 hereof including bat on Bruited as Depositor's delinquency in ma ring each deposits. b. Fiscal Agent Steel] have no duty m mquim or determine whether Depositor's obligations to Secured Party are in dcfardt or whether Secured Perry is earn ad, causes my separate agreement between Sm Party and Depositor, b give Disposition Iwtrvanoresw my other'"a^ "`ons w a Notice Of&dWive Control relating ter the Account. Fiscal Agent shall time an repmvbildy or liability to Scannell Parry her complying with:my Disposition las cargos such ar odxri wouc6m;wheWaoralw(c) hereof ee cf or (h) rmire Aceom4except to theextentsnobmmphmce wouldviolateerSectiordY thereof,te(ii)writtenint bad woe random pile Oppor received et W Seared Petty. yen oNY la theextentmFiscal Agent bad SeemedmarseemParty forOpportunity or Fiscal Agent yllmre to comply liability toDepositorSecured Party Taking bases U) t w damages resulting i from mYng with m comply with Disposition Instmetimsrelating tothe OWE w delay in withenyion as itimtWnirctionor ra wo oche instruction Age m violas a with an)' Dlanals ish Inshucdov de ivy oyer nal of av wouldregtjur Fiscal Agent dngwarany yenrecein i yhaderawy cases order of d, rifle amt II Urdp games ode,Oracthe fai=ordean ia i ism in berrkmPmY veeunderalA11of the UNIed Sates Cade, or(il)thefatlure rlicaftin Chef delay inmrcu amnceaisy AFiscal Agent's IreWiitY, le mvtroi. R'iymy.formy spedregoinb, i pis vine, ue Fiscal Agem eqe ti magito damag or mArbing anthem special. i logpr punitive, erorml mmmsfor such Image or damages, inclWieg widmu/ limio6av lost pmSB, whether ormt my claim for each �HmNmaeum gene) losses ordsmnges is based an tort Of contras or Fiscal Agent knew or should have known the likelihood of such losses or dmuges he any c'vemswnes. C. Fiscal Agent may rely on notices and commavicatiom it Inieves in good faith to be genuine and given by the appropriate party. Withom limiting the foregoing, Fiscal Agent may (but shall not be obligated to) require that Secured Party or Depositor from one to time deliver On Fiscal Agent such docamwtati en ss Fiscal Agent may reuombly request to evidence the authority of those eatitie or individuals pmpordng to give Disposition Instructions or my other instructions on behalf of Second Party or Depositor to Fiscal Agent hereunder. 3. Demositues Re 'b'1'ties. Reserve Fund. The Funding Agmmuant will require Depositor to deposit, and maintain in then Account, at s minimum, a reserve in the mount equal w two (2) semiannual Principal PeYmamm (the "Rseerve Fanda') for the Loam. In order to accumulate Reserve Funds, Depositor shall make deposits into the Account in an meant seat as frequent as announced by Second Party. Saurd Peaty shell provide a copy of all such lanWCtiom to Fiscal Agent substantially in the town attached hereto an Exhibit X",J b. w eatOd P ts. Mortocompledonofthe Pmjc Deposiwrshall deposit into the Accom an amour covet wall unpaid second wtereat m more particularly described on each invoice. Depositor shall make all regtm ed deposits no tater than 15 days after receipt of an Invoice from Secured Parry. Seined Party shall provide a copy of each invoice to Fiscal Agent. C. Pnmtnl and Intense Pavements. After completion of the Project Depositor will be Intuited an deposit funds into the Account in an meant and as fraqumtly as iavwcted by Secured Party in orderer sufficiently meet Depmitor's semiannual principal plus interest Payment obfuscates, as regohed by each Invoice. Secured Party shell provide a copy of all such inanlaleas to Fiscal Agent substantially as the tom attached hereto as Exhibit "A" 4. Control of Account S. Dominoes Rehr m rive Di 'G . lldil(i) Seamed Party bur given Fiscal Agent the Noris of Exclusive Control mhetmtinlly wthe from Of Exhibit 0S attached hereto, and (ii) the Outside Time has occurred, Depositor shall be entitled to ieitiare Disposition Instructions from the Account, pmvidd such Disposition ]wtradona have been anmoosxd by Seamed Puny. Scrod Parry's authorization pennant to this Section 4(a) shall be limited to the paymamt Ofinvoices. b. G•mdFatty's Fi htW files Dgmeadelsonr lech"thatmmng any separate agrxsam Depositor may have with Fiend Agent, Ssmd Petty shall be mtidd at my dance give Disposition Instructions In Fiscal Agent or wstructions w on my other matters relating w the Account, W without fmmerconrent ofDeposimr. Fiscal Agent shall comply with, need! is MY aroud w rely upon, any Disposition Imauetiom or my such iestructioas free Saeurd Party as or my other minters relating to the Aco r m%even if such wstrenaooan m contrary In any instructions or dmada that Depositor may give to Fiscal Agent -- _-aotcoeosmwa. tows) a Urm Of InsMaChM from Secured P N. Seemed Party's rights under this m Agreeent to give Fiscal Agent Disposition Instructions or inewcuom as to any other mwkre minting to the Account includes without limitation the power m give ship payment orders for any items being presented In the Acetum for payment Depositor confirms Net Fiscal Agent should follow all such instmetiom from Secured Party even if the insult of following my such Menchaca is that Fiscal Agent dishonors items presentee for PsYmmt from the Account Depositor further confirms that Fiscal Agent will have no liability to Depositor for the wrongful dishonor of such items resulting firm Fiscal Agent's comPUi wish my such instructions firm Secured Party. J- After the Outside Time. After du Outside Time, Fiscal Agent will an longer comply with Depositor's mmmelatiom, including Depositor initiated Disposition hum emou. eN(WOCOfExchurveCommil. Fiscal Agent will camplywiththe Notioe of Exclusive Control, sad with my Disposition lmmuuiom ohgmamd by Secured Party either before my Notice Of Exclusive Control, collodioninch the Notice of Exclusive Control Or following Secured Party's Notice ofExcleave CormeL in much nee (i) without Depositor's further comm[ and (if)even if following the inxuuctim resorb in Fiscal Agent otherwise not complying with Depositor's mmmmicanons. TlwblewofSwhoiveecemajmay his rescindd or otherwise modified by Secured Pyty, but such resciasim or modification shell not be effective account Fiscal Agent esters and until written Noma of mach rescission or modification shall he delivered to and ac6nowlad9ed by Fiscal Agent 6- - Pri 'N fe•.•,. p ' ht b F Agent agrees let all ofrb Fiscal pment erso Fount sham Seemtamsuh agrees to Secured Party's insanity inlmat thereiv; provided, hawever, then Seemed Party moves and coshing herein mbordinamsir waives my of, and that Field Agent expressly reserves all of, Fiscal Ageut's present and furore rights (whether descried a Bund ofawoff, broker's tiaq speciGh=Pmen otherwise, and sun ared Depositor co Fiscal Agee) under the facer tithe wide) my other c mpaman: between)item discos Agent red Depositor d removed the n, Odor, n. otherwise) with compact any other itemsdeposited tothe Account end rammedunpaidwhesherturcla rom or the m tee my otherreline,avd ydraregardmI Ofnm-ness ofrmeofa�•inch Beenmchs accemce a timeliness of my Corso's votive ode's paymeru ofau L items; (b) dvms of branch gainstfshe applicable ins Uniform Commssues Coda'sd to the mpmnt,(c) ysweetnnude claim[ Fiscal Agent known a "A wish ntry r epmifed tote comunn (c) my sweetened clewinghouse(also an entry ander entrycrediteddead g the Amermt and returned mtuid Or n subjs Or Imedjuwmmlentry editapplicabledin thehoosecola,such (m insufficient floodor (it)my Ink my Oththe Amount withoutregard it fimnlimssofsAchicha reassum0nem; de an creditmto Accountflimamerchem cardht In against which am;and(fl Fiscal fwcLarml khas graMade; ge wry medwto tee Accost madesiament the (� Fiscal Agent's,so th usual and t, in radii changes De for cervica tendered in commissionre with Ne Account,mthe lx .ctrisand caseDepositor has otoseparemlypaid hormimMuzd Fiscal Agee)therefor. Items. retries,andas"unseemlinessdescribed in chaser (a) through (a) of this Section ere collectively aterred b az "Renamed Rema." 6. Stetommts. In addition to the odgmal deposit seemed tomorrow for the Account which is provided to Depositor, Fiscal Agent will send a duptincrear command m Seemed Perry. _. — _. mtwme wmemrgknl Depositor hereby authorises Fiscal Agent W provide my additional information reining to the Axount to Seamed Party open Secured Party's request without Deposimes fluWer comsem. 7. Nob¢ of Adverse Claims- Record of Sec 'ter Iv ^" 0. Fiscal Agent represents and warrants b Secured Perry thin Fiscal Agent has net received ecce Of my currently effective lien or encumbrance on or other claim an the Acenmt from my other person or entity and on; not entered roan, and covemms with Secured Party disc it colli not mer inn, any agramem with my other parson Or entity by which Fiscal Agent is obligated to comply with instructions from such other person or emity as to the deposition of foods from the Account or other dealings with the Accoont. Fiscal Agent will use commecielly mammble efforts, subject to Applicable law, to notify Secured Party Promptly ifany other omen or entity claims a property interest in the Account To the extent that it gives mace at lepostor, Fiscal Agent will promptly notify Seemed Party if my other person m catty claims Wm it ban e Property interest in We Account. b. Fiscal Agent further renceatls and warrents m Sauced Party that Fiscal Agent has marked ns books and records to hall Wm Soured Party has the right to control the Annum m set forth herein. 8. Returned )Wens. Depositor and Seemed Perry udasand and agree Wet Fiscal Agent will collect the amount of Win Retmmed[tas by debiting the Account. Depositor egma to pay the amount of any gathered Item immediately upon demand m the extent then come are not eefficiart tonin ion the Accosted to cover such amount on the day of the debit. Second Pony agrees to Pay any each amount that is est paid as furl by Depositor within 10 days after demand on.Deposibr by Fismt Agent cep to the mount of the pmcecds received by Secmed Party from the wrrtspondieg Retumdhm. Fists Agemagrem Wmmydemendupm Secured Panyfmmch amount dull be rade within 90 days after 3ecmed Party's receipt offends Me"&, Tothe extem Wet Frees) Agent is Precluded from making demand or giving settee hereunder by reason of the commencement of a bankruptcy or similes Procoedin6. them such demand or notice shell be deemed W have been made or given to the commemramml of such proadivg. 9. Costs indemnity. a Depositor will be responsible fm Fiscal Agent's csmemay, d)mges her serviw rendered In connection with the Account. b. Depositor will indemnify Fiscal Agent and its officaa duccurm employees and agents agsnet my and alllosses, claims, liabilities and expemm arising out of this Agreement (Including withom 5mimsom 0 fees and costs reacted by Fiscal Agent in complying with Disposition bomacom m my giber immuctiom or requests given by Depositor hereunder and reasonable ate mays' fees and disbursements and the reasonable esfimae of the allocated costs and mpeosen of in-house legal camsel and emM accept W the extort the losses, claims, liabilities or expenses are determined by a count ofmmpetent judsdictim to be mused by Fiscal Agent's gross negligence or wififel misconduct C, Segued Party will indemnify Fiscal Agent and its officers, directors, amphsyas and agents Against losses, claims, liabilities and expvues anisng out of Fiscal Agent's compliance wild Dispmsitan lmkuctiom or my tither instructions or request; from Secured mfmsm(Rmw open) Party in connection with (his Agreement (including without limitation reasonable attomeys'.fesa Md disburxmenu andthe reaxneble estimate of the allocated costs end expresses of in-house legal mound and staff), except te, the extent the losses, claims, Wiliness or expemes are determined by a court of competentimisdicton to be caused by Fiscal Agent's gross negligence or willful misconduct. d. To the extent that a&van clman, liability or eapmwe shall mix out of Fiscal Agent's following of Disposition Instruction or my instruction or tarymt from Seemed Party in connection with this Agreement Depositor's and Secured Party's indemnity obligations tender this Section 9 with map= to such claim, liability or aspeax sell be joint end several. The obligations of Depose or and Secured Petty under this Sectio 9 shall auvive the termination of Win Agreement rod the resignation or removal of Rated Agent 10. Temamation Survival Z. Seemed Party may economists stir Agreement by written notice m Fiscal Agent and Depositor. Depositmmmynmar tbisAgreemmsexceptwith riff wo of Sem1[01 Party and on 30 days' prim woman notice to Seared Perry mW Fiscal Agent. b. This Agreement may be terminated by Fiscal Agent only as follows: (i) - immediaaly upon notice W the other paries if Fiscal Agent become obtrgmed to termivme this Agreement or m close the Accent under my sutwe, rule or regulation or any oNer, judgment; decree on inimsomm, in a garnishment, maualning mines or other legal pmceas, dmccting or Prohibiting in otherwise restricting the disposition of the fulls in the Account, binding upon Fiscal Agent (ti) without limiting the foregoing with written comeot of Secured Perry whicb may not be tmaesoneblY vatdald bed may be conditimmd on Seemed Perry's ability W transfer the Account to a financial mere itmion that agrees W substantially undertake Fixed Agent's obligations under this Agreement c This Agreement will mormante upon Fiscal Agent's receipt of written notion from Secured Party expressly stating thin Secured Party's seeeuity maer®g in the Aaomt has tedinami. d. Sections 2 C'Fixal Agent's Responsibility'), 8 ("]returned Iran") mid 9 C'Dosh; Indameity') will survive termination of this Agreement and the resignation or removal of Fixed Agent 11. moves.—Law. a Fiscal Agent represent and wmmms to Secured Perry that soy, scomnt agreemmt(s) between Fiscal Agent and Depositor relating W the establishment and general Operation of the Aceoml will espaxly provide that seeds seeming agreements) me govamed by the law of the Seca of C ,Orme Fiscal Agent coveuna that it will not without Seemed Party's prior written attract amend those acmmt agramem(s) m change thein govaoiag law or W provide shot secures taoeections relating W the Accomt ere governed by she law ofauthn jurisdiction. b. This Agreement will be governed by the internal laws ofCelifomia _.— _-.mtoaew serene �e+l 12. &ItueA L This Agneement is the entire agreement among the parties regarding the subject owner hereof and supersedes any poor agreements and mel ageomAts of the parties couceming its subject matter. To the extent that my prevision in this Agneeuen[ wutlieis with my prevision in my other agreement between Fiscal Agent and Depositor, the No vision in this Agreement shall cannot. 13. Ansendoenta, No Amendment oftbis Agreement will be binding unless its in writing and signed by Depositor, Secured Party and Fiscal Agent, and no waiver of my right under this Agreement will be binding Ales it is be writing and signed by the party to be chargd. 14. 8yvmabdity, Tothea tapmvisionoftlds Agreemeanisunml'orceable,tlds Agree cu m will be construed as if the menfmcrable provision wave omimed. 15. 5... . The provisions of this Agreement shell be binding upon and inure an the benefit of Fiscal Agent, Secured Party and Deposhnr and thew respcc ive sumevsms and assigns. Notwithstanding the foregoing, neither Defames nor Fiscal Agent shall assign, transfer or delegate my of its rights m obligeGAy under this Agreement without prim written woman of Secured Party, which may be withheld at hs sole disdetion. Any baling emaciation or wrponnon into which Fiscal Agent may be merged, converted or with which Fiscal Agent may be Coram idwed, m AY corpmation resulting from my merger, wrwersion or consolidation In which Fiscal Agent shall be a party, or my banking asmcimbon m corporation ce which all or mbwAtially W of the wrpmate trust bu inns of Fiscal Agent shall be sold or otherwise trartsf'mml, shall succeed to all Fiscal Agent's rights, obfigdons ad immoitias hoarder without the exsmon or filing of my inNrumew or my (other act, dcd or ennveymm ne the Part of MY of the parties Imam, anything herein b the comery netwithstandmg 16. Notices. All notices, instructions or other communications to a party undo this Agteemmt ah" be to writing and shall be amt On the party's address for wfiew act forth below, roto such otlar adder as shall be designated by such party by notice given m the other peons, and, except as otherwise exp ve ly Providd for herein, will be effective on receipt 17. Na Aeenc..Fae_Nothing wntawd int this Agreement shall costa, my agency. 6dwiary, joint vmhee Or ParmeshiP relmiooship between Depositor. Secured Party and Fiscal Agent 19. Caumawrts.T'his Agreement my be eaeecnhd in counterparts. each of which shall be A orignd, Ad ell of which shall corrections but one ani the sense inatrment. ---rma(eoete.ram Cop") The foregoing ishemby acknowledged and speed to, eHeative m of the date fost se, forth above. DEPOSITOR s By: Names: Title: AddmaefosooEae: Atgjioa Tehlephone: Facsimile: [Signatures continue on following page.] m,00sw in.bna omai SECURED PARTY Store of Califomia Depmtlnent of Public Health BT, Name: Title: LLaf�sii772.P8R� Soon of Catifomia Deparhnmt of Public Health, Dimon of Drinking Water and Eevuoomenfnl Maoagemeat P.O. Boz 997377, lWi 7418 Sacremmto, Celibmia 95899-7377 Telephone: Faaimile: - lsigoam s continue on following peen] FISCAL AGENT: e By: Name: Title: Addmas fm notices; AtOemiom Telephone: Paralmile: Office ofFIBW Agent where the Aceauat is maintained: Telephone Telephom: Pece®ile: ---- ._—Setmmelwrrw Winos EXHIBIT "A FORM INSTRUCTIONS FOR DEPOSITS [Address] Amt: [Name ofDepnsitor] [Addres] Amt: Re: Iwbrtmfion for Deposits Wits and Gentleman: Pursuant m Sxtion 3 Of that cptain Fuca) Services mad Deposit Account Control Agreement dated as of 20� byaadamong(INSERTNAMEOF DEPOSITOR] (Ne "L�We). [INSERT NA OF FISCAL AGENT] and us (the "Cannel Amaemenf) and in order to eadefy Deposifm's principal sod lannotpmy anofa under the Loan, Depositor shell deposit S . i ao the Account beginoipg 20_, and every [OPTION: one month OR thine month Ok su month] antiversary thereafter. Cmpimliwd terms used in those inatrucfiom shall hive the meaningv ascribed to Nae ntNe Contra] Agreement. IOSEONLYIFRFSERWREQUIR : Prvevmdro Swoan3fa)ojrhe Coalral Agreement andira order to Satisfy the Reserve Fwd Depositor is hotrmredio dtyaalthsto accouum.. Mic"Account")J (REMOVRIPLUMPSUM DEPOSIT hegM mglw 20—_WM0VElFLUMPSVMDEPOSIT., muton every_awHer. yfhmreoJlmJ. DepomitorsMRcmninaetom alimpubddeposia wN Ore Attaum has aavmWmed an mimw+egval m taro f7/ semiamaa7 princrpaf prymeNs jar rhe Lomr,] Very truly yams, State of Califomim Defeat of Public Health By: Nome: tmnowalne+emeWml gaL3n"A" el: [Addtas] Atm Re: Nofice ofExclosive Control Ladies and Oetsi men: Ibis is the Notice of Exclusive Control as defined in that cetmin Maud Services and Dcposil Account Control Agreement dated , 20� among you, os and [INSERT DEPOSITOR'S FULL NAFIE] (the "Demribr-)(as cmtomly in effect, the I- o1 n.. A copy ofine Conhnl Agrtem®t m nilly esecund E aaadwd. Capitalized tame used in this Notice Of Exclusive Cartrol have the meanings givanthem in the C l Agsmmml This Nudoe of Exclusive Control direcm Emml Agent to no longs to comply with Depoaimr's Defcnation Insuvcuom. Vett tasty Your, Smte of Celifomia Depanuent of public Heellh By: Name: 6mblt T. —]eteMm Muan�Cpin) ATTACHMENT 2 DEPOSIT ACCOUNT MAINTENANCE AGREEMENT 1. Pureuentlo this DEPOSIT ACCOUNT MAINTENANCE AGREEMENT (this 'Agreement"), ("Depositor) hereby covenants to the State of Califomia Department of Public Health ('State") that it will establish and maintain the deposit account(s) described below (individually and collectively, the'Accounts) for the purpose of satisfying Its obligations under that certain Funding Agreement between Depoator and State dated as of 20_, Number (the'Funding Agreement). Additionally, Depositor agrees not to close the Accounts prior to Me termination or expiration of the Funding Agreement. 2. The Accounts which are the Subject of this Agreement are described below: (NOTE: W below must be completed. If the Funding Agreement provides loan funds, subparts B and C below must also be completed.) A. Account far deposit of funds received fmm Slate: Bank Phone No. Mailing Address Account and/or Ledger No. Account and/or Ledger No. B. Account for deposit M ratepayer payments, prior to deposit With Fiscal Agent: Bank Phone No. Mailing Address Account and/or Ledger No. Account and/or Ledger No. C. Account for deposit held by Fiscal Agent Bank Phone No. Mailing Address Account and/or Ledger No. Account and/or Ledger No. 3. Depositor will notify State in writing Immediately B any third party obtains or attempts to obtain a lien or other interest In any of the Accounts by consent, attachment, execution or other form of legal process. DePasifar By: Date: Name: Mailing Address Phone No.: ATTACHMENT 3 § e | ` E |� ! 0 | ! h! | , .,. ! , | | ;|t\ 02 | i - ! � 0 0 ! | | ! � d §/ ! |�� I� �| | � | !( / | I a a s E yST� t g 'o iv s B � as jig uzllg N 3 N ATTACHMENT4 su"Icee a Deperlmenl of Public H"MM Safe Drinking Water State Revolving Fund (DWSRF) CLAIM FOR REIMBURSEMENT (PUBLIQ See instruction sheet. ❑ Forgiveness of PrinclpellOMMFuMa ❑ Nptllw lnlemn Funds ❑ OIMr Source of funds. ❑ Loan Funds Part A Name M W " am hMrm rt10"e Fax FwWIfV Agreemnl Nurr�r Nunbx No. Gehn Fa Pend Fmm To Nrvroer N /Year Part B ExnwnANuro 5.........., and Two 12) CZ0es. - Cases qw wwFrt _ I0. wkaPON, Newon seNeuemvw.fasda,, r cmw w'. COMdr4tl G/iwr YOU lot aim packet must ncwae onmrra"vel•nlgnalmnn wm in, pe6oms) dWignmea In your. esotuam, Pleco,,,nm blue Ink and make Pnulocoples of me Seemed unehlals. PlaRIC submit m, original and one copy of the ambo claim package m: Department of PUNIC Health. safe 13dnkm9 water Ortt P.O. Box O Of ME Tltd 9ammamo, CA 8509 7377 In Addision.afull copy Ohne Claim package muat be Sent 10 yew COP N DIatdcl OXlce. 1I MUCH cE You ME ccel Prgml mgm. Enmru arwxmneum..,nneewmn..aebwmwnia aerue .��vniknnrolwww.mial win w PmiA X.m. "'AdUNeMybMranuvl AlNFWmp "Wra,T Paslue ne AQ W Wd xwbr Tax net 11 w u. SWISS A9mmwc fec "Weal) notes, xwM. mrmmw m.wmin rvMxmp eimmabFga�w IOLLnrN. r.rb.x.ml mramtl. b tta M Nn. m q, B�gwl w E.prM Sw.vr ruin v xw v av mr.rynq IIMM ruw. mwk+mpn xXmNvsa.O.NmnL mn4eavkvmmmaann purrdi ILtigvElmmnbWln Nerorw wbllwtlmm.r. vuymn N.vprn wmarFpm tlMYYMmWu wAn M,seadea mY.LLv. mwn.vwf ysrs....xmnnsRF'mwml. PLOWN Fuieusuyphn cm W Inw Fwd sW O,Mf uer Inanwm�ma�Tvlrmbw•nump Ininunrw war Midsla'ruq mpu.yebvnl4x win. wnpepu k by.e qn mpw mwx, pu mq uAnu u cppX P� tl�n�rp+.N Iptlnl b wN Mgiry.miw. ayagq lfBIL.TnYD ,.n a Prq.n.wndlum and MP wins smal eW n. z WIWI U,pama mdaaarw Mnm. d 8wglbm.l RMEwv OanlmxRY9Ypb WM.4 m0' mm�a<nmm eA Fueq rpmemX i.sw.Nmeen~n-an xm iTtmneunmmw .pwnnLm,mummr,W iwl,W FPncuugnwrriw Xy6m W bunlu[ W 1gixAnE W iYE40ca µVgEDFdbialEUeEDKY. IIaYyW gaahrplmm.wna Gkwvwnbuw�eNbm MMXwamwmhyFavwprpvwMmm. 9wn. mYlmlYlwM hE1CI.Mbr R.W.emrnknn Nmucama for amneXno �IZEJ) Ci -Elf FORM' 9WM nb�webmbmTemurbea®rNwh Mq mNb mae.n PARTA OXCDaIb dILV-DmwCwgprn Th..pel.a m^p.Ymwub9mmiFmb.pyn Nina Phnl �mm'Iwr rM` � w Inw�.�lw�nr N cmw mn.m mrbmwwaminl. n...mppwrwyw ��msPwba•P.wwwMO. NPYns Ta 4u np. b14 tlsn Omm au RiluTlm. San win 4 p8a Sk1kattLMlbm mregwa u b M uwna m p. man IFwFm n+.l ep tulpx M 6gpN. Bumuv Iwn. Cw0.q few, ryma Ommlw Me Use PMn Al u V. FI.mmgyw we, M 4 U, bec w,dapkse, .cnwmp9 wY P.rod 1MmmyMamwm xwmenwemowewaleMwin. SUIOPW Mmm iw aw.a er m mwm n wY I.w. r W M. PAYC AWWEEmm zaua Pot nne auk m bs'wm.. exact. Mm D.(m(r, FYWd))me Instant beat �final Is [Sent 5wrmaYmaPam Mmumnbwp W unpyvMPa aeW 4wbmumr FOR CDptThVCIICp Source Saucy- Eaxmaw wgmYH nwupe a wn mmµM q ub mmum p wF mm�w mwaae. FOR IOROD MUS OILY.Camlumn Pryrm m m mph CULII h ft W � mrknwawxmnalavbmW Fb�. cenakampwaebarpmanaw �O;buYweaumm gpewaFxvgpyyn. Ipiw mp CONpMDONIM COT6 OILY. OOIbipE0UE8TrtEIMBUpdE4FNTFOF IUNgs TINE MDII'I gE FNMEOMINYO/SSIM6Ep TOTNE COMRACTOICWCLUWNO FE'PEMICN, •w.mw.amM,. mmywacmxnMMw.rnPre9wa Mpawmaa:bM..aIDp.MY x0.P,r a4 sole of fa9brttle DupaMbnl of k M Safe Drinking Water State Revolving Fund (DWSRF) ITEMRbe CwM FORM s«Ireewknel�ea. E] i-cfan s QFngNercss OrPMtlPollGranr FUMs EIFOMI ene Nbtlmwl Nn. N ❑ d«r Swrn of Funtle CIaM �, FUNMg Tp�e«enl No ❑ Npellw Interest FuMe F Euwllm Me PART A Neue aanwnax aF®rrn. m®rlwFmeaw «ep mewmumm eva�itea°Fmr.we nenea.a °kF' °elol Fmm eery awe PART C Tws PET]n IroruropATE AMWNAWl s InEvwUS PAYMENm S nMpbwrpuE s IsraaaEb pERCENTA(1E Cf.wa NMIXYIFR ImpumNe mr mulmuon oaumM % IscgmRacreae caurwcrtaapRganesaon schewer Umlcekw Nrzwuwmmeumeyl nYES ONO IXPWN: PART E) 1. Certification ofcontramurlapprfcablebrconstruction costs only) According to the beat of7i and belief, I barely y Mat at l Reend amounts shown on Wmg foolrrg Galm he Reimbursement Ibarelytemized) am wnect; Met all Me work has bean performed annew meledel supplied in fug accordance vase the requirements of Vie referenced Funding AgreemaM. amgor duly auhearl davlaileas. sulasuWhbre, ennmagors, and/or additions; end the foregoing Is a We and panccl statement of Vm coMna aaount W w and firem ing the haat day d the parte wvemd by this calm. met no ped of the -Ballads Cue The Payment' ha been resolved and Mat Me undersignctl and his subwnllacfors have compiled ole the - mndixnmlatbn pnrvlelons of Me Funding Agreement 2. Certification of Indidduel Augrodred Representative to Sign Budget and Expentlltum Summary 1 unity Met I have docked and veriflad the foregoing Claim for Reimbursement (Rafted); Met to the East M My kmvbdge and ballet It Is a true and cannot statement of work parMmed endfor m dmal lauded in Vns calm; has been inspecad by me andlor by my duty sulhmbed repersene dive or sevenths and Mal 11 has been ander supplied in futewaNence with requirements M Me mhrenced wmmnt; and Mal payment blalmed and mqunni by the cammor as correctly computed on the basis at v o* performed endear maforlal supplied b date. Ppeltlan Too o-Reghembon Number 2. Request for Payment by Eegty The para moon of the project Is pmgmeslrg aenef esonly and to and bon of my opersedga Me emaum wMatrod In Vo fomgalrg blamed Caere Form are hue and oonect Matemnnls of amed cheat Incurred for work performed and I therapy moues( payment from Me fund Indicated on the Calm for Reimbursement form to the amount of III - fou mimWrsement of dipible project wets estimated above. Posllbn Tills or Regl"nown Numoer ATTACHMENT 5 Final Release DeMitiom: Aa used In Mie rtlaeae"Funding"Yeaanbnl"mam as Pal Carton, Stele of Onnonla CpWMllanttlf U a Heed Fuming Agreement Iaentlnea In PaapnpM1 t below, Tina] lHrotn" Wets W "flan slalm" p dead It r a Funding Agmement and BuPPllar` Wen in Me Party Iaarrined n `Suid PPlier" N saltl Funtling AgreNnMt IVW<bme to Supplier.. Wd rotor final Idvdlpalsf soared We (1) 0011,191 Year one (Ij Copy. ya Oradell moot4Nr Ilrp olBlnel aglWutOde MawaulM.ursad b bind Supgnim_ The o�iIIMN.tlyNmaytieeapryolcmpled stainless. I Submisalon of Final NaMc, Fvrauanf M Funding A9reanwN nallbof eillSKa lnm btlwad fre Slate of Cafnamed BaPemmem OF PUBIC Hailed (CbM and MSUPP Im pMNJSa feNNj, fife s Soon repuwlm' asslnwlea numbr mom den; aanW.woo all fRSl piymentM in Me amount of gam_ and mad a Release Of an ebngauma BY Oft llq IMS Imm, entl upon nompt of de amp1N speared NIbp}dbcH'nYmbEl NHfefitM ppOee, SUVPW a'O!p tkRby remHm.am`ft Wlbnsafemm,I6n0aRnage"end emdoaeaof end Pmmy and aY Stonier, abig11pnP WON, Said nfennma r.gralam 4, Papaymalro Ooe N Auplt FnwPdde l MeyJ pa Asn 9iaebnteg we And. StpWM' WMOHmpaa Sol eryrncea iwMnaea 1M relmMaefmnl der, froguareneae rend didifirabody Of ard]�ep ey& Saygfer sleds Mat tire mardedPl any OWWad Suet elindPlba 2eullbp oam any subs wtt er PNmml"I fid WnWM b MeS AJIe se annd accounting reamd, reform to re above 2WlencN NjroeT@M must W meNhMpd No au pa(vi9e bad 'agWvIS Caren Ma ala Of Final press ,unties a term 4 llM N add Fumlred AntruddMl. S. ONorlvuss BY slenbr6 rNs bra, SwNdr luPler"add NawIw WPn"Filing MAI NItl aM'%fand NWFile It soll 03" side btl u'snKM abo2. MMa pgYbrarWy~Of b IMPtoWelea teaselled In Ile BqM rdMeryrd Fumypyryman4 lr HMIg, out nM Modard b, a " YMLTeaI'Ibn 0 pb Finite maw Be radutlbn a ftp and an, ablpnea of ppddMYr0 ONLY BION AND 11ATETNIS WCONF.NI.WH At4AOIM tO THE FINAL INVOICE Budget LawNsmp But an :m.m ebatun dapPFp 0Bbe PMPm BarettnedP Soft COHS PIe,IbWon: A¢eumllq(Onion)O"ran(Capy)1Nal of Whi Wets Final EnsirbMe Mz1pe110YA SleborCelif .-xnlM bd Hvmen 9pHaa Aseoaft— CelilMlm ovel16•W tlrPobgo Boom MPH (9" ATTACHMENT 6 Suppliers Certification of Project Completion Project # Funding Agreement # SRF I certify the (water system) Project # is complete and ready for final Inspection. Attached is a certificate from the project's licensed civil engineer (or DHS approved authorized representative) certifying the project is complete and conforms to the approved plans and specifications. Project Engineer Date ATTACHMENT 7 Davis -Bacon Wage (late Requirements Preamble With manna to the Safe Unstring Water State Revolving Mod (SDWSRF), the United Stance Fmimnmmtal Promotion Agency (EPA) provide apitnlimmon Ipmrs to samh State which W not provides mbgmnts or to= to eB®ble mtiGes within the State. Typically, the subrecipienta ere municipal or other loaf govsonswu dentid, that mamgw the SDWSRF funds. For thew types ofsubmamiena, the Previsions set forth under Roman Nmdav 1, below, shall apply. Although EPA and the State remain responsible for ensuring the sairmcipiats' compBmce with the wage One requirements set forth herein, those anbreaporaw shall have the primary maparant ility m maintain payroll records an described or Section 3(ii)(A), below and for noWiisna as deaeribOd N Section 1-5. Occesiomlly,the subreapient may be epriveu 6rprofit err tent for profit entity. For those types ofsubreapica% the provisions sv forth in Romm Numeral D, below, shell aPplY. Although EPA and the State remain responsible fm worming subrecipiats' compliance With the wage one requirements set forth herein, them Irbrccipimts shell have the primary nesponsmbility u maintain payroll records a daoribad in Section B-3(uxA), below and for compliance as described in Satiom B5. 1 RjAurfirettliglu Ear SubrOcipq Are t. The following tams sort conditions specify how State recipients wg1 asist BPA in mating its Dave -Baron (DB) responsibilities when DB apphies to BPA awards of fmvmdalsadste mw respx to Seat pimtamdsubreapimfa Ifembreapienthss questions regaling wbea DB Wass. Obtaining the correct DB wage deAemuutions, DB Provisions, or compliance monBodng it may contact the Soon mcpimt If a Stec recipimtaads gaidmce, the mmiPimt may contact the EPA Region 9 Davis -Baron Coordinator at (415) 947.8" for guidsom ILe reapiest or subraipimt may atm obtain additional guldmce form DOL's web air at 6tm'mvwwd 1 /esdwhdr / 1. AppliabiBty of the DB prevailing nage mequinmoU. DR prevailing wage requirements apply m contracts u excess of S2po5 which m mtaed into for the sound commwmiom alteration and/or repair, including painting and denon sing, Of conatruetion project Order this SDWSRF that is fimord in whole or in part Sam Fedcral funds or in aceerdma wi@ grantee of a Federal agency or financed from fonds obtained by Fudge of my connmt of a Federal agency m make a loan, gent or vmmai contribution (except where a diftenno meaning is eaPmaly indiated), and which is subject m the laborstandads pmviA=ofmy ofthe was lived in 29 CPR 5.1. Ifa subrecipimr enmlmtm a unique situation at a site tbv presents m arommes mgmding DB applicebitity, the mbradpient mast dismsa the situation with the State mripient before an borizing work on tout site. 2. Obtaining Wage DmermirWiom. (a) Subraapients shall obtain the wage demrminetion for the locality in which s mewed activity subject to DB will take place prior as issuing requests forbids, proposes, quotes or other methods for soliciting contracts(solicitation) for activities subject to DB. These wage determinations shall be incomporaed into solicibtioos and any subsequent mmraGs. Prune cotthais must contain a provision requiring that subcommenm follow the wage determination irurorymatd into the prime tantrect. (i) While the solicitation remains open, the submcipient shell monitor www wdol env weekly to crouse that the wage determination committed he the solicitation remains rmmat. The subrecipients shell emend the wlichation if DOL issue a modification mom than 10 days priorw the closing date (i.e, bid opening) for the solicitation. WML modifies of sopmedes the applicable wage determination less than 10 days prim m the closing date, rhe subrecipi rs may requen a tinting from the Stere recipient that there is nota masorable time to notify interested comments of the modification of the wage (boardroom. The State recipient will provide a report of iia findings to the sobrecipirnL (u) If 60 subraapient does not award the contract within 90 days of the closure of the solicitation, any madi6utione or supersedes DOL makes to the wage determination comadod in the stiimtian shall he effective unleas the State recipient, or the request of the subrecipient, abreast an extension of the W day period from DOL permanent to 29 CFR 1.6(c)(3)(iv). The subrecipient shell monitor www.wdol wv on a weekly basis if it does rot award the costrem within 90 days of closure of the solicitation to amum that wage determinations committed no the solicitation remain earnest. (b) If the subrecipient caries con activity subject n DB by issuing a look on a, work assignment Or similar Elemental to an wohling contractor (ordering instrument) rather then by publishing a solicitation, the subeecipiest shall loaen the appropriate DOL wage determination from www wdol ®v into the ordering instrument. (c) Subrwipients shall review aB subcontracts subject to DB entered into by prime contraclme n verify that the prime memoom hes required its mbcommioo to include the applicable wage daaminetloas. (d) At provided in 29 CFR 1.6(f), DOL may home arevised wage determira4on appBcable n e sulmcipient's Connect after the award of a contract or the ismence of an orderiaginahmnent if DOL dere rnmes Chet the ambrecipitat has failed to inmrpmrme a wage delamination or bas used a wage delamination that clearly does not apply to the contract aradaing uummant. IfWsoCo ,mesubm piemshallcimertmminanthe contract or ordering iramnntat and issue a revised reliimtion or ordering ivstrurnest m incorporate DOL's wage determination rmeective to the beginning of the contract or ordering immwtar by change order. The subraapiam's mmmeass must be cnmpmsnred for any increases in wages resulting from the use ofDOL's revised wage demmairation. 3. Contract and Subcontract provisions. (a) The State ratified shall iame that the submeipient(s).dW! desert in full in any tom ad in axtm3 of $2,000 which is entered into for the actual emuhuction, alteration and/or repair, including pending and decorating, of a coatroctia patient under the SDWSRF that is financed in whole OF in pard firman Federal Susan or in accordance with guarantees of Fedcial agency or financed fiom Ponds obtained by pledge of my caroused of a Federal al ecy to mske a loan, grant or anal emaddutim (except where a different meaning is expressly indicated), and which is subject to thelabor standards provisions of my of the acts listed in 29 CFR 5. 1, the following charges: (1)Minimwn wooer. (i) All laborers and mechanics employed or wanking upon the site of the work will be Paid unmnditionaliy and ret lean often then once a week, and without subsequent deduction or Fabian on my account (ompt web payroll deductions as are Permined by regulations issued by the Sacramry of Labor under the Copelsmd Act (29 CFR pm 3)), the fie Minimal ofwagm and bona fide triage benefits (or cash ryuivelents thereat) due at time of payment computed at ram and less the those contained in the wage detmmindion of the Som*ary of Labor which is allacAcd hurtle and made a put hear(, regardlem of my contractual rdadcaship which may be alleged to exist berwem the contractor and sur, laborers and mechanics. Contributions made or mus reaaenably antiopded for bona fide fringe benefits order section 1(b)(2) of the Davis-Eecou Act on behalf of laborers in mechanics are considered wage paid to such laborers or medsdas, subject to the provisions ofpamgraph (a)(1)(11F) of this section; also, regder contributions made or ems incurred fm more than a weeklY Pound (bm not lea ofte data quarterly) under plans, fours, or Progrome which cover the Particular woody period, me decimal to he constructively merle or damned during such weekly Pmiod. Such laborers and medmnics shall be paid the approp em wage rade and fiiage bmedis on the wage determination for the dassificotim of work actually performed, without regard re 51611, accept a provided in29 CPR 5.5(x)(4). Isboress in moclu mics performing work in more data me classification may be compensated m the rate specified for each classifiefion fm the fire actually worked boom provided, that the employer's payroll reeome accurately set ford the time spent in molt classification in which work is pmfbrmed. the wage ddmmiation (including any additional classificsdm and wage rates conformed under Paragraph of this suctim) and the Davis-bacon poster (WH-1321) altall be postai at 0 fired by the contractor end its subcontractors at the site of the work in a prtmimmt and accessible place where it om he early sem by the workers. Submopients may obtain wage dtlmnirmtiom from the U.S. Department of Labor's web site, d 1 (u)(A) The morrecipiant(s), On behalf of EPA, shelf malum: that my class of laborers or mechmies, including helpers, which is not luted in the wage determination and which is to be employed under Ne contract shall be clasified in canfo m with the wage determination. The Slate award official shell approve a request for an additional classification and wage rete and hinge bmcfiu therefore only when Ne following mteria have been me: (1) The work to be performed "a classification requested is rut performed by a classification in the wage determination; and (2)The classification is utilized in the erect by the emauction industry; end (3) The Proposed wage roto, including my bona fide fringe berotts, burs a uscumble relariooahip to the wage rates comeinad in the wage detanninadon. (B) If Me carom mer and the labmers and mechanics to be employd in the cles®6celion (ifkmwn), or their representatives, and the subrapmut(s) agree on Me claslfication and wage rete (including the amount designated for Gorge benefits where appropriate), documentation of Ne action taken add the request, including Ne local wage determination sbell be sent by the samccipienl (a) to Ne SmmreciPimt'sawadofficie The SWcrerpimt'sawerdoffiaalwBltrvumit the request, to the Administrator of Na Wage and How Divadmi, Employment Standards Adroiviamation, U.S. Department of Labor, Washington, DC 20210 and to Ne RPA DB Regional Coordinator owaramnscady. The Administrator, or an suthoriad repreamtefivp, will approve, modify, or disappmve every dditiooel ales ifiration request within 30 days ofr eemst and so advise Ne Strata reoipimt's Owed official or will notify the State reapimt's award official within the 30 -day period Nat additional time is neceeary. (C) In the event the cantraddr, the laborms or mechanics to be employed in the dsaifiutien or than represmNfives, and the cobra pimt(s) do not agree on the Proposed classification and wage rete (including the amount designated for fringe benefits, where appmpriato), the awed official shall refer the request and the local wage determination, including the view of all interested parties ed the recammmdstiaa of the Suter recipient's award official, to the Administrator fm determination. no r epest shall be seat to the PPA DB Regional Coodioamr concurrently. The Addwstrmor, or an aullumud represmtetive, wiE bare a determination within 30 days ofreapt ofthe request and an advise Ne wnhaming Officer or will notify the contracting officer within the 30 -my period that additional time is necessary. (D) The wage rocs (including hinge berefifs what appropriate) davernined pursuant to Pmagcupla (a)(1)(HRR) or (C) of this wanted, shell be paid to W workers Performing work in the classification under this contme from Ne first day on which work is performed in Me dmeificdon. (w) Wherever Ne minimma wage rate prescribed in Ne comract for a class of labour m or mechanics includes a fringe bereft which is rot upresed sa an hourly one, Ne contractor shell aNer pay Ne benefit as stated in Ne wage deamination 4 m shall pay another bona fide fringe benefit or an hourly cash equivelmt thereof (iv) Ifthe Contractor does not make payments W a mstec or other third person, the contractor may consider M part of the wages of my [shores or mecbeoic the emomt of any wets reasonably anticipated in providing bona fide fn'vge benefits under a plan or pmgmnt, Provided, That the Secretary of labor has found, clean the wrlaw reyucet of the commuter, that the applicable standards of the Davis -Bacon Act have been met. 7be Sletmy of Labor may reclaim the connector b stat aside in a separate moment assets for the meeting ofobligatiooe under the Plan or pregmn. (2) leo holding. The mbrecipiml(s), shall upon woman request of the EPA Award O%cid or an authmiwad representative of the Department of Labor, withhold or cause to be withheld from the Contractor order this contract or my other Federd contract with the same prime commeam, or any other frdarelly-assisted cnament subject m Davis -Bacon prevailing we& requvemenis, which is held by the some prune wnhecta, an much of the seemed payments or advances s maybe wmamosd mimicry to Pay laborers and mechanics, including apprmtiw, mut and helpms, employed by the condor or any subwmtrecmr the fall mooual of wages required by We concoct. In the event of failure to ley my laborer or reeciurnic, including any apprentice, trainee, or helper, erreloyed or woddng on the site of the wadi, all or part of the wages rocluirM by the careen, the (Agency) may, after writhra notice b the contractor. mountain, applite at, or owner, take socio action s may be necessary to cease the suspension of any fiuther payment, Wvsnce, or gumame of foods calif such violations have award. (3) Payrolb and boric records () Payrolls and basic records relmiug thereto shall be committteA by the wWmctor during the course of the work and preserves for a period ofthma yeses; thaeemr for ell laborers and mechanics working at the site of the work. Such rascals shall contain the name, address, and social sam my number of each and wmka, his or her correct classification, barely ram ofwagw paid (uciudmg cera Of Contributions or casts anticipant for bona fide fringe benefits or cash Cap valmis thereof of the types d®cribed in motion I(bX2)(B) of the Davis -Bacon Act), daily and weekly number of he= worked, deduction Wade and actual wages paid. Whenever the Secretary of Labor has brand under 29 CFR 5.5(a)(IXiv) that the wages of my laborer or Machado include the amount of my testa reasonably anticipated is providing benefits under a plan or pang®desmbeil us lion I(b)(2)(B) of the Davie -Baron Ac{ the contractor shall combat records which show that the wmmimmt W provide such benefits is edomeeb[e, that the plan or pmgmm is financially responsible, and that the plan or progmn has bed wMmminated in writing to the ]she" or mlhmin5 shouted, and records width show the ware aaticipated of We acetal cost incurted in providing such benefits. Cmtrlors employing apprentices or trainees under approved programs shall maintain written evidence of the regismtion ofsirm nticeshile progems and cmti6cetion of where programs, the registration of the approsba s and minae, and the ratios and wage rats prescribed in the replicable programs. 5 (ii)(A) The connector shall submit weekly, for each week in which my contract work is performed, a copy of all payrolls to the subrx'ryient, that is, thewNty that meeives the sub-grant or loan from the State upiWimtion grant recipient. Such dmummretion shalt be available on request of the State recipient or EPA. As to such payroll copy received, the subrecipient shah provide written confirmation in a form satisfactory to the Stale indicating whether or not the pmjw is in complimm with the regdm eats of 29 CPR 5.5(a)(I) bared on the mon recent payroll copies for the spedHed week. 'Me payrolls shall ad out accurately and completely ell of the information removed m be maintained under 29 CFR 53(a)(5)(i), except that full social saauity, numbers and home addrmms shell not be included on the wmMY PsYroda. Luted the payrolls go][ only need an include an indivWually ideolifying number for each employee (erg., the last fear diets of the employca's social security number). The remuired weakly payroll hibernating rosy he submitted in my form desired. Optional Form WH347 is available for this purpose from the Wage and Hour Division Wet suits al bMIllw,dol.koy—lemLwhd//yiU47insk.h or its moreover afire. The prime contractor is responsible for the submission of mines of payrolls by all subcontractors Cmisman s and subcontractors shill maintain the full social security number red smut ddre s of such cowed worker, and shall provide them upon tem mat in ted subrecipimt(s) for trmmiission to the State or EPA if requested by EPA, the State, the connrcmr, orthe Wage and Hem Division ofthc Department of Labor for purposes of an invungation or audit of compliance with Pmreiling wage requirements. It is not a violence of thus session for a prime emtrmmr W require a submnnagor to provide addresses and social security numbers to the prime com moor for its own records. without weckly submission to the subrooment(s). (B) Eanb payroll submitted shall be accompanied by a "Statement of Compbancu," dgmed by the contractor or subcontractor or his Or be ager who pays or supervises the payment of the museum enphYd oder the cmuect and SW rectify the following: (1)net the paymB for the Payroll period contains the information requ rm to be provided under 4 5.5 (a)(3)(h) ofReguletings, 29 CPR part 5, the appropriate information is being mumeined oder 9 5.5 (a)(3)d) of Regulations, 29 CFR pan 5, end that such infonmtion is convert and complete; (2)Tbat sods laborer or mechanic (including each helper, apprentice, and toeu) employed on the contract during the payroll period has been paid the full wskly wages named, without rebate, either directly or indirsdy. and dant no deductions have berm made either diremly or indirectly from the MI wages weed, other than permissible deductions u ant forth in Regulations, 29 CPR pm 3; (3) That cosh Interior or mechanic ben bees paid not less due the applicable wage rates and hinge benefits or cash emuivalmte far the dassifimtion of work Performed, as specified in the applicable wage determination inumm ued into the contract. (C)The weekly submission of a properly am uteri ep4ficetion set forth on the nevose side of OPtioal Form WH -347 shell satisfy the requirement for submission of the "Stuemmt of Complimo" raryired by paragraph (a)(3)(uxB) of this section. (D) The falsification of my of the above ceatificatime may subject the contreum or subconasum to civil or criminal prosecution under motion INN of fiooe 18 and Mellon 231 offifie 31 of the United Sfffim Code. (iii) The contractor or subcontractor shall make the records required under pamgseph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized mmmmMbOu of the State, BPA or the Department of Labor, and .shall permit such reprmmtativm to interview employees during working bores on the job. Ifthe mntramor or subcomm ur fails to submit the required records rote make them available, the Federal agency or Slue may, offer wri um ontice to the MIVIRMA, sponsor, applicam, or owner, take such action as may be necessary to MUM the SUSIXT don of My further paymmr, advance, or gummrce of foods. FUrdamm, Lihave to submit the required records upon request or to make such rmords available may be grounds for debarment action Ju m at to 29 CFA 5.12. (4) Apprendear cant maineer (i) Appremicet. Apprentices will be paramount to work at lav than the Predetermined rate Por the work they performed when they ate employed parsmm to and individually registered in a hem fide appronti chip program registered with the U.S. Depanmmt Of Labor, Bmploymmt and Training Administration, Office of Apprenticeship Tnmdn& Bmployer and Labor Sarvims, or with a State Apprenticeship Agency r e mptiaed by the OffiM or if a pevon is employed mitis or her first 90 days of probationary, employment as an apprmEw in such an apprmbceship pm nam, who is not wdividuallyregistaed in the program, but who has bass certified "a Office of Apprenticeship Taming, Employer and Labor Services or a Stats ApprMticesbiP Agency (where appropriate) to be eligible for pmbatbmry myloynieot m an apprentice. The aEowable ratio ofapprMtices w joutmemm on thejob site in my eraR clavifiMtim shall sat be greats than the ratio permitted to the contractor as to the Moore work tome under the registered Program, Any worker IiuM On aPayroll u an apPlamce wage nue, who is not registered m Otherwise employed as stated above, shall be pend not lean then the appliMble wage rate on the wage determination for the clazaifimtim ofwark usually Perfnu d In addition, my apprarfice performing work an one job site in excess Of the ratio PerminM under the registers] product shall be paid not lass than the applicable wage rate on the wage detemioman for the work annually psformd. Where a contractor is performing comnucom m a jMgam to o locality Other face that in which its program is regisumd, the rations end wage nice (expressed in pscMnges of the joumeymm's hourly rate) specifrd in the contractots or subonntraclots registered program shell be observed. Every apprentice most be paid at not less than theme specified in the originated program for the apprentice's level of progress, =pressed as a peromtage of the jommaymun hourly rate specified in the applicable wage demmnination. Apprentices shall be paid fringe benefits in mcordmce with We provisions of the apprenticeship program If We appreniceship program does not specify, brings banefia, apprentices roast be paid the full wast of fringe benefits listed on der wage detmrdnation for this applicable classification. If the Administrator determines that a different practice prevails for the applastile apprentice classefication, fringes shall be paid in accordance witlt that dWatmireation. hs the evsen the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recessional by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be peuined to utilize apprentices at less than the applicable prdWe rmaid rate for the work perf anted unit an acceptable program is approved. (ii) 25,n4sms. Exoeplu provided in 29 CPR 5. 16, trainees will not be permitted W work a less than We Predetermined ease for We work performed unless Wry are employed pursuant W and individually registered in aprogmm which baa received Prior approval, evidenced by formal cmifirstlon by We U.S. Depameent of Labor, Eruployme t and Training Administration. The ratio oftrdvaa tojourveymm on Wejob site shall not be greater than perm iced under We plea approved by We Employermt and Training AdreioistmGon. Every trance mat be Paid at not las than We rete specified in We approved program for We rumeas IwW ofpmgess, expressed ere a percentage of Wejoumeyman hourly rate specified in the applicable wage deba®intim. Tminea shall be paid fringe benefits m accordance with We previsions of the trainan Program. If We aware program does not mention brings bmats, trainers shall be paid the futi amount of fringe benefits lifted on We wage determination unless We Administrator of the Wage and How Division determiner that Were is an apprtmticeship program auoWated with We corresponding jowmymm wage ma on the wage daeminafion which provider for less than full tinge bovelits for apprentices. Any employee Wtd on the payroll at a wmince we who is not registered and participating in a training plat approved by We EmPleymme and Training Administration shall be oil not las Wen the applicable wage two on We wage de arsh adon for We classification of work actually perfoued. Is 1"blO , my trainee performing work on Wejob site W excess ofthe alio peuitled render the registered program shall be paid not las thm the applicable wage rue on We wage didea mmation for We work actually performed. In We asset We Employment and Training Administration withdraws approved of Vamivg progmmy the contractor will an longer be permitted W utifize trainees at lav than We applicable prdd ernmd rue for the work performed unit m acceptable program is approved- (iii) pproved (iii) Equal employment oppormniry. no uWimtim ofapprmaces, trainees and joumeymm Miller this part shall be in conformity with We equal coploymmt Opportunity requirsewnts of Executive Order 11246, as amended, and 29 CPR part 30. (5) Compliance with Copeland Act requirements. The covbomor shah comply with the requirements of 29 CPR pan 3, which are incorporated by reference in rfYB CanheQ. (6) Subcontracts. no contractor or subcontractor shell inset in my subcontracts the clauses rontvned in 29 CPR 5.5(a)(1) through (10) and room other clause as the EPA determines may by appropriate, and also a chose requiring the mbwnbamors to include these clime in my lower tic subcontracts. The prime wntramerdull be responsible but the comptmrx by my mmern aor or Iowa tier mbcomooctoa with ell the contract clauses in 29 CPR 5.5. (7) Caromed termination; daburmeni. A branch of the cantmm cum ea in 29 CPR 5.5 my be grounds for Ieminution of the contract, and for debarment OF a eatramor and a subcontractor in Provided so 29 CPR 5.12. (8) Corry Mance with DOAU-Baron and Rallied Act requirememe. All ratings and ioturPram mofthe Davis -Baton and Related Ams connived in 29 CPR parts 1, 3, and 5 oshuran incorporated by tefoie ee in this contrera (9) Disputva concerning labor amndards. Disputes arising not of the labor soudeds provisions of this cocavi shah not be subject to the gmemd disputes clause of Us contract. Such disputes shall be resolved in accordance with the Procedures of me Department offabe set forth in 29 CPR mous 5, 6, sail 2. Dispute within rte meaning of this clause include dispute between the cavblo or (or my of its subcmmFmm) and mbrecryiat{s), State sapient. EPA, Sit e U.S. Department of Labor, or the employees or then repremro0ves. (10) CeFollicle an ofaIIgibISsy. (i) By eotaing into this mvtmcl, the convector entities that neither it (vat he or abs) on my puma or Into who Its an in near in the wntmmota firm is a person or Been iaelighle in be awarded Government wntrams by vitae ofsemion 3(a) of the Davis -Baso Am on 29 CPR 5.12(x)(1). (it) No Pan ofthls convect shah be eubcontrecud in my poison or fur ineligible for award Of Government wnbat by virtue ofscgm 3(a) of the Davis -Bacon Am or 29 CFR 5.12(axI). (fit) The p enty for melivg false auvmmty is prescnbed in the U.S. Crimiel Code, 18 U.S.C. 1001. 4. Contract Provision for Contracts th Elms of $100,000. (a) Con meet Work Hours and Safey Standards Acr. The mbrecipimt shall heart the toBowivg channel ear forth in Pamgmpbs (axl), (2),(3), and (4) of Sol section in full in my contract On an amount in exms ofSIM,000 sad subject in the overtime promisee of the Contract Work Human and Safety Standards Act. Thee chum alull be related in addition to the clause required by Itsm 3, above or 29 CPR 4.6. As used in ibis 9 paragraph, the occurs labours and communist include watchman and guards (1)0re oxer uirenrenm. No connector or submntrador contracting for my part Of %a Com mit work which MY require or mvolve the employment of Inboms or mechanics shell require or pewit my such laborer or mechanic in my workweek in which he or she is employed on such wont in work in excess of forty hours in such workweek elms such tube= or mechanic mcrivesv compensation in a rete not but Wan one and One-half Insist the basic ante of pay for ell homes worked in ecceas of forty hours m such workweek. R) Fialndon; Unin ity for unpaid wages; liquidand damages. In the event of my violation of the clause ext forth in paragraph (a)(1) ofthis season the connector and my subcantrnemr responsible therefore shell be liable for the unpaid wages. In addition, such commar end subcontractor "I be liable to We United Stain (in the ase of work done Under retained for thc District ofColrmbia or a territory, to such District Or to such territory), for liquidated damages. Such liquidated damages and] be computed with respect to each individual labour Or mechanic, including watebmm and guards, employed in vialmon of the cisme am forth in paragraph (a)(1) of this meson, in the sura of 10 for an& calender day on which such individual was mqutred car mouthed to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause ant forth in paragrapb (a)(1) of us samon. (3) 0711MOIdingfor use =aid wages and hquidateddamages. The subcompact, spun written regom of We RFA Award Official or an authorized representative of am Department of Labor, "I withhold or cause to be withheld, form my moneys payable an account of work perfumed by the contractor err mbcontredor under my such contractor my other Federal contras with the same prime economics, or my other fedemllY- msisted cgntrad subject to the Contend Work Hours and Safety Standards Act, wWeh is held by the same prime contractor, mah more m maybe determined in be necessary to satisfy any habilitim of molt mntrador or subcontractor for =paid wages and liquidated damages as provided in We clause act forth in paragraph (b)(2) of this section. (4)Suhcrosaw ra. The matracmr m subcontractor shall imet is my subcontracts the clams act forth in paragraph (a)(1) through (4) ofdus motion and also a close requiring the rvbcontr=tors to include Wes classes in my lower our subcontracts. The prima contrictur shall be responsible for compliance by any rvbconsadm or tower ser mbwno-nner with the clauses m forth in paragraphs (a)(l) through (4) of W19 BSLOn. (b) In addition to the Ghana contained in hon 3. above, in my contract subject only to the Contract Work Hoare and Safely Standards Am and raw to my of the other, mlamtm cited in 29 CFR S. 1, the aubraipimt shall invert a clause relining that the contractor or subcontractor Shall maintain payrolls and basic payroll records during the worse of the work end shall preserve them for a period of three yeas from We camplation of the contract for all laborers and mechanics, including guards and watdme , working on the mntm0. Such recorde Shell maintain the orae and address of each sous employee, sound 10 security numbv, corms clmsifimtions, hourlyntes of wages pend, daily and weekly number of hours worked, deductions made, and actual wages paid. Purdue, the subraipimt shell invert in my such contract a clause providing that the records to be maintained under this paragraph shall be rude available by the contractor or subcontractor for inspection, copying, or transcription by suNari W representatives of the (write the nems of agascy) and the Departmm[ of haler, and the contractor m subcontractor will permit such representatives to interview employees during working hours on the job. 5. Compliance Verification (a) The subrecipiwt shall pedodMaIiy interview n suEidmt samba of mployem antithd to DB prevailing wages (covered ®ployees) N verify that coatracton a suboentractom are paying the appmpnate wage rates. As provided in 29 CPB 5.5(a)(6), all imauvims muss he conducted In confidence. The mbmaptenl mon use Standard From 1945 (SP 1445) or oquivalent doermemtefion to res®socialize the imerviews. Copies of the SF 1495 are available ban EPA on request. (b) The subredpient shall eoteb)ids and follow an interview schedule basad on to assmmmt of the risks Ofnovcomplimce with DB posed by contmcwn or subcontractors and the dumtlon of the contract of SubwnUace At a minimum, the subrompient should conduct inervtews with a representative group of covered mployem within two weeks of each connector or subcontractor's submission of its initial weekly payroll data end two weeks prim to Ne mtimead completim date for the cantmct or subcontract. Subrecipiests run coMua mom f equ nt interviews if the tnirial ietwiews a other information indicates Net thus is a risk then the wntreetor or subcontractor is not complying with DB. Subrcipimts shall immediately conduct necessary interviews in rmpavacm an alleged violation of the prevailing wage requirements, All interviews shall be conducted in confidence. (c) The subreapimt shall periodically conduct spot checks of a representative ample of weekly payroll data N verify &g contractun or subcontractors am paying the appropuate wage rates. The subredPtent shall eslnblieh and follow a spot check schedule based he its smemmat of the nuke Ofmncomplimce wita DB posed by contractors or mbconhaGars and the duration of the wntram or enbconnan. At a radmmmn, if practicable, to aubrec'rpient Should spot check payroll dine within two weeks of each entmctorm subcovmcta'S aubmiction of its initial payroll data and two weeks prior to the completim data the wanact or subconnml. Sobro ipimts must conduct more fi sPang spot checks if the initial spot chat mother informetion indicates that Nae is a risk that the co llowUn or subcontractor is Out complying with DB. In addition, during the mmduatiom the subralpient shell verify evideao of binge benefit plans and paymmb theremder by connectors and subcontractors who claim credit for binge benefit contributions. (d) The wbrecipimt "l periodically review contradom she subwntr om nae of apprentices and trmnces to verify regiatretion and certification with respect to appramontip and kerningprogressapproved by eiNvdm ILS Department of Labor or a state, as appapriste, and Nst contmntors and subcontractors are not using dispmportiovate numbers of, laboraa, trines and apprentices. These reviews shall be conducted in accordance with the schMulm for spot checks and interviews described in Item 5(b) and (e) above. (e) SubrmipimlsmunimmediatelyreponpoteNialvialatiomoft DBprevaaiog wage quirements to the BPA DB contact listed above and N the appropriate DOL Wage and How District OBire listed ash '/I dol,mvlmkmWe hcyhgod, 11, Rer.uirements For Subrecinie.ta lair At The following terms and conditions specify how Stene rechudes; will amiss EPA in meeting its DB responsibilities when DB applies to EPA awards of financial sentence with respect to subrecipients that ace not governmental entities. If a submcipient has questions regordmg when DB apphes, obtaining the mount DB wage detemtinatiom, DB provisions, or compliance novimdng, it may comad the State recipient fm guidmM. If a State recipient needs guidance, the recipient may contact EPA Region 9 Davis-Bacon Coordirutor at (415) 941-M forge idance. The rceipimt or subrecipicat mry deed obtain addifimal guidance from DOL's web site a bum'.// d 1 /eea/ bd/recQ_verv/ I. Applicability of the Davis -Bacon (DB) prevailing wage requirements DB prevailing wage requirements apply b contracts in "cols of$2,000 which ate entered into for the ahold combnction, abdication and/or repair, including painting sod decorating, Of construction pojla ruderthe SDWSRF that is financed in whole or in part from Feeaal Hench or in accordance with guerentem of a Fecund agency or financed from Hinds obtained by pledge of any (inntred of Federal agency to make a lose, grant or annual contribution bercclit where a diff t meaning is especially indicated), and which is subject to Ne labor standards provisions ofany, of the acts listed in 29 CPR 5.1 Ifs suhrehphad (Munn amdque situatim at a site that prmenta mcertainfies regarding DB applicability, the subrecipient most diSMas the simatim with the Stam recipient before authorizing work on that site. 2. Obtaining Wage Derermimsions. (a) Subrevpiests mass obtain proposed wage detatmmations for specific IMsEfies at www wdDI env. After Ne subrecipienl obtain its proposed wage detm um, it most submit the wage determination to (insert contact info®etion for State recipient DB point of annual for wage detemtmtim) for approval prior to inserting the wage determination into a sodicitation, Moment or issuing and: orders, work eavigommta or smaller 12 umtrander to existing coetrautom (ordering itmtrummte unless subsequently directed otherwise by the State recipient Award Oduial. (b) Subrecipients shall obtain the wage deo 'mrion for the locality in which a covered activity subject to DB will tetra Pince prim to hating requests for bids, Proposals, quotes or other methods for soliciting ustraW (solicitation) (m acrivrties subject to DB. 'Itrese wage determinations shah be incorporated into solidtaicm and my subsequent marine. Prime unbads must cocain a provision requiring that subcontractors (inflow the wageddaminationiwrpomered Mm the prime mnuace (i) While the solidation remains open, the mbrecipimt shall mo der wwwwdoLmv maweeklybasismensurethatthewagedde (ion untamed in the solicitation remaitm cumene The subrecipienm shall =and the mfic utron if DOL issues a modification more then 10 days prim to the closing daze (i.o. bid opening) for the solidhtioo. IfDOL modifies or supersedes the applicable wage determination leas then 10 days picots the cluing date, the mbmecipients may request a finding tomo the State recipient that Were is not a restorable tone is ratify mtdested mummers of the modification of the wage determination. 'foe State redpiem will provide a report of be findings to the subrtcipim. (u) If the subreciplmt does not award the warms within 90 days of the doses of the solicitation. my modifications or supersedes DOL melees to the wage determination contained in the ulidmtion shah be effective unless the State redp(m4 at the request of the submmipim4 obtains an extension of the 90 day period from DOL pursuant to 29 CPB 1.6(c)(3xiv). The subredpimt shah mmrimrmnv wdol env on a weekly bmis if it does not award the wound within 90 days of closure Of the mlidratim to dmare that wegedetemiratiorm contained in the solicitation remain cammL (c) If the subrempient carries our activity subjed to DB by issuing a mak aura, work amigmnmt or similar Instrument In an existing contractor (ordering imtrrmmq anther than by publishing a solicitation, the submipimt shall msat the Wmpriate DOL wage determination from wenn modal env into the sodding instrument. (c) Submecipiend 811111 review all tubcontracta subject to DB entered into by prime molders rs W verify that the prime contractor has required its sWcontndors re include the applicable wage ddaminations. (d) As provided in 29 CPR 1.6(f), DOL may issue arevised wage dudrdnetion applicable to a subrmipient's mmmct am the award of a contras or the issuauco of an ordering imlrvmmt if DOL ddvntines that the subrodpient has feiml to ima poen a wage detenoinetion or has used a wage detdmimpw that clearly does not apply to the mntrnd or ordering inetrummG 1(lhu occas, the aubdipimt shuldtha tmmmate the corp ummdatordains agedeter endissuearevised to she hdon000rdithe wound or or Orderierate DOL'a wageby determinationorder n metroacuveie she wear err oftheswed e war,or Ordering my imtrwnmtwages rgeoider.]beeebrecip ML's revised wage dommodion. for any inawes w wages resulting from the usn of ML's mewed waKe dersmdnetion. 13 3. Contract and Subea ret provulom. (a) The Sate recipient stall insure the the cubrecipitnes) shell insert in fele in my loran is excess of $2,1300 which is mitred into for Me actin mnstructio, allocation arrd/or repair, including pending and de craming, of a m"truction pmj"q hander the DW U financed in whole or in part fiom Federal funds or in accordance with pasomeen of a Fednal agency or finanmi Som funds obtained by pledge of my coahacl of a Fedmsl agency td make a los, Suit or annual contn'bamim (except where i diHemt meeting is expressly indicated), and which is subjen to the labor standards provisions of my of the otos luted in 29 CFR 5. 1, the following clause: (1)Mimmon wog". (i) All laborers and mcebeoi"=played or working upon the site of the woh, will be paid uncanditiomlly, and not Inas often then once a weer, and without subsequent deduction or rebate on my soment (except such payroll deductions as x pennitted by regulation iuuad by the Seamy of labor under the Copeland Act (29 CFR part 3) ), the fel amount of wages and brain fide fringe benefits (m cash equivalents thereup due ad Men ofpayment computed at arm not less than Mom mntaioed in the wage Momentum of Me S"mnuy of labor which is attached hercto are made a pm hereof, regardless of my contractual relationship which may be alleged to exist between the contractor and such laborers and mahm cs. Contribution made or mets removably mricipated for boa fide fringe benefits order section l(b)(2) of Me Davis-Bacon Act On behalf of(sheen or mechanics ate considered wag" paid to each labomm or mcchmia, subject in the;ecyOuams ofparaSaph (a)(1)(iv) of this sanders also, regular contribution made or costs inmmed for more Rana weekly period (but not leas ofim than quarterly) under pima. fords, or programs which town the particular weekly period, are deemed to be constructively made or immred during such weekly period. Saab laborers and mechanics shed be pad the appnceiate wage We u d fringe bounding on the wage defermioeion for the clasvfi"tion of work actually performed, without regard to aki0, except n provided in § 5.5(a)(4). Utioreca or m"hmi" prof rsoung work in more dam one classification may he compensated a the rate specified for each classification fm the time actually worked thnelm Provided, that the employm s payroll records accurately act forth the time spent in eaem ela"ification in which work is performed. The wage dnmtioeion (including any seemed classification and wage Ones cambered mile paragraph (a)(l)(u) of this seeiun) and the Davis- Been avisBaan poster (0.'H-1321) shall be posted 9 all times by the contractor and it submntmctms at the site of the work is a prominent and accessible place when it "n be easily seen by the workes. Subresop ales may obtain wage detemmishon from the U.S. Depeamt of Labor's wee site, www dol env. (ii)(A) The subraipiant(s), on behalf of EPA, can require that any class of lebmers mmechataa, including helpers, which is Out listed in the wage disorientation and which is to be employed under the counsel shill be cleaifird to conforsaanco with the wage delamination. The State award official shell approve a request for an addifioval clessificmion sal wage rule and fringe benefits therefore Only when the following Ontario have boom mel; (1) The work to be performed by the clessifiention requawd is not perRirned by a daaiflaMti in the wage dehooddeation; end (2)'1 no classification is uelizcd in the arae by the construction industry; and (3) The propoacd wage rate, including any bona fide fringe benefits, bears a heemnable relatlorehip to the wage and contained in the wage determination. (B) If the contractor and the laborers and mecihnuca to be eruployed inthe decertification (if known), or thweprcsehtativa, and the subrecipient(s) agree on the chrsvifimtion and wage me (including the ®vont designated fi fringe beuefita where appropriate), doctinertatim of the action 6km and the ratios, including the toed wage detmalnation andl be sent by the abrocipionds) to the State award official. The State award official will transnit the report, On the Adunristrathr Of &a Wage and Hour Division, Employmmt Standards Administration, U. S.. Departivmt of Labor, Wachiu nch, DC 20210 will to the PPA DB Regional Coordinator concurrently. The Administrator, in an concerned mpreaenadve will approve, modify, or disapprove every, addhorW cavifiativv mica! within 30 days ofreccipt and so advise the State award official ea will notify the Slam award official within the 30day period that additional rime is necessary. (C) In rhe event the connector, the taborws or maintains to he employed in the classifiatlon or their rapmventanva, and the and the subrecipient(s) do and egae on the proposed Ossification and wage rale (including the waoat designated for fringe bane5ty, where appropriate), the awed official shall refm the request and the local wage derer®ration, including the views of e0 interested parol and the recommmdatim of the State award official, in the Admirietrator for dcierminatiun. The request shall be sent to the EPA Regional Coordinator mnavromdY. The Administrator, or an andernzad ropaeenmnve, win carom a demrmimtion winds 30 days of receipt of the request asci a advise the riannecnng officer m will ratify the contracting allies within the 3"ay Period that additional time is necessary (D) The wage nm (including Surge benefice where appropriate) detamincd Increased to ppagepbs (a)(Ixu)(B) or (C) of this ac6 m shall be paid to all workers performing work in the classification under this connect from the Rat day on which work is performed it the claesificadam (ru) Whenever the mfrnimum wage mm proscribed in the coadvat for a class of laboras of mechanics includes a fringe benefit which is not expressed as anhourly 15 Inc, the comtOdor shell either pay the bmefis ae Oared in the wage determination or shall pay mother born fide fringe benefit or an hourly mash egoivilmlduaeof. (iv) If the contractor does not make poymenls he a trustee or Other Wird person, the connector may consider as part of the wages of my laborer or mcohanic she amount Of my coals reasonably anticipated in providing hors fide binge benefits anchor a plan or program, Provided, That the Secretary of labor hes found, upon We written request of the contractor, that the applimble atm ants Of the Davis -Bacon Ali have been met 7110 Secretary of 14bob may require the contractor in ad aide m a scheme account masers for We mating of obligations under the plan or program (2) Withholding. The subrecipient(s) shell upon written request of the BPA Award Official or an authorized representative of the Department of Labor, withhold Or cause m be withheld fine) the remember order this counted or any other Federal Counsel with the same prime dartmetor, or any other fderally-assn d connect subject W Davis -Bacon prom miling wage requirements, which is held by the same prime conntaaor, an much of the acerud payments or advances an maybe considered necmemy to pay laboma and mechanics, including apprentices, trainees, and helper, employed by We comment or any subcontractor the full amourrt of wages required by the compact In the event offailme to pay my lebover or mechanic, including my apprentice, trainee, or helper, employed or working an the she of the work, all Or part of die wages required by the contract, the (Agency) may, after wril[m notice to the continued, appeaser, appliiao4 or Owed, take such adov ns maybe necessary to cause the suspension of my fuller payment, advance, or gummtee Of funds until an&voolanmm have cumd. (3)Payrollsa dbolererords (i) Payrolls mad basic records rebating dispute shell be maintained by the convector during the drove of the work aad preawd for a paid Of three year thereafter for all laborers and maobmics working a the site of the work. Suds records shag contain the name, address, and Social security amber of eec6 such worker, his or her msrose classification, hourly came of wages paid (including Ones of contributions or costs anticipated for bona fide Ringo benefits or cab equivalents dieCofof the types.dambd in session 1(b)(2)(B) of the Dave -Bann Aot), daily and weekly number of boom worked, deductions made send metal wages pad. W meevm the Seordary of labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of my laborer or mechanic include the amort of my comm seasonably entidW[d soproviding benefits miler a plan or pregame deunbd in section I(b)(2)(B) Of the Davis -Bacon Act, the contrmtor skit maintain records which show Wet the comndbnmt to provide earth benefits is enforceable, that the plan or pmgrma fiwaeiallY responmble, ad that the plan or prolamin has been countertrend! in writing no the lab dura Or meehanlO affedd, and records which Show the oeea anticipated or the actual Cod mend in providing mob benefits. Cont alma employing apprentices or trahmes coder approved programs stall maintain written evidence of the registration of apprenticeship programs and catifiration of Ounce programs, the registration of the apprentices and trainees, and the moos and wage rates prescribed in the sppliable pmgnams. (ii)(A) The contmctorskol submit weekly, for each week in which anycontrett work is performed, a may of all payrolls to the. subrecipient, that Is, the entity that amivm the sub -grant or loan from the State capitaliution great redpleot. Sura domarenlatiaa shall he available on request of the Sum recipient or EPA- As to each payroll copy received, the subtmipimt abed provide wnittm ronfimanon in a form oathfattmy to the S ate m&MI[ing whether or not the project is in continuum With the requiremmu of 29 CFR 5.5(¢)(1) based on the oat scent payroll copies for the specified week. The payrolls shall sal out accurately mrd coaTlmely at of the information required to be Monsoonal under 29 CPR 5,5(ax3)(i), ampt Wm M uncal security numbers real home Wdreasa stall not be included on the wceklYpayrolls. Instead the payrolls aball only need to unable aniadividually iamtifying naorber for each employee fag., the lent four digi s ofthe employee§ sociil security nwnber). Therequhalweeklypayrollinfor onmaybe subar ttr! in my form desired. Optional Farm WH -347 is awdabl<for this purpose from the Wage and How Division Web Me at htkled601 / hd/f 47' trh in its sucxawr site. The pine Contractor is responsible for the submission ofmpies of payrolls by au sabmntrettore. Contramou and subcontractors shall maintain the full sedil sxnnity neither and correct address of wrlt covered worker, and shall provide them noon rarysat to the subraipient(s) for wnamission to the State or RPA if raquckd by EFA, the Stele, the couvecmr, or the Wage sad Hes¢ Division of the Depermtwt of tabor fm pmpma of an investigation in audit of compliance with prevailing wage requiranenls. It in not a violation of this section for a prime contractor in require a subcontractor to provide addresses and racial security numbers to the prime conheaor far its own tecwds, without weekly submission b the subrenpimt(a). (E) Bach payroll submitted shall be wcompwied by a "Statement of Complimce;" signed by the Winatu er in subcontractor or his or bra agent who pays or sepervixa the payment of the pawns mployad uMer the contrast and shall certify, the following: (1) lut the MMH far the payroll period contains the information tuitional in be provided order 4 5.5 (aX3xii) of Regulations, 29 CFR pert 5, the appropriate information is being emanational under § 5.5 (a)(3)(i) of Regulations, 29 CPR part 5, and that such information is correct and complete; (2) That earl laborer or mechanic (including each helper, appreNm, and treinm) mployed on the coatmet during the payroll period has been paid the hill weekly wages eamed, without rebate, either directly or notboo ly, and that no deductions have been nude either dtr tly w iadirwdy from the full wages awed, other than permissible deductions as am foal m Regalations, 29 CFR Pett 3; (3) That each laborer or maGhauic bas been paid on las than the Whi;able wage rates and fringe benefits m essh egwvalmm for the clasification of work Performed, as specified in the applicable wage determination ineogimmed into the coronet. (C) The week)y submission of properly executed emmosilion act forth on the revenue aide of Opfi one Form W -347 shall satisfy the rcgwr®cot for subsublean of the "Stan mtofCompliance"requ'ved by paragraph(a)(3)(fi)(B) of this wistan. (D) The falsification of any of the above certifiwtiom may rediW the contractor msubcontmclor to avil or criminal pmeeention rider section 1001 of tide Ig NW sa.4aa 231 of title 31 of the United States Cade. (Iii) The contractor oreubmnlmam absll rake the missile required under paragraph (a)(3)(i) of this Motion available for inspection mpyivg or omamption by authorird m Plasm li ives of the State , EPA or the Depm�mt of Labor, used rea shall Permit an& repentitives in interview mployme during woding homes on thejob. V We contrecmr or submntreaor falls to submit We rNarad records ori make then available, the Fedeaal agency or State may, after written notion to due cuaomWr Variant, applicant, or owner, take such atom as may W newsary in Came the soapmtion Of MY further payment, advance, in guamntee of funds. Pmthrare, f®hvv to submit the refund records upon r eime or to make mob records available maybe gromds for debrent adm pwsuenl to 29 CPR 5.12. (4) Apyrenncu arN maloeaa. (r) Apprmlcam. Apprentices will be pitted to work at Ira duet the Predetermined rate for the work they performed whin they are employed pmmant to and individually registered in a boa fide ryprenfieeship pmgrem registered wird the U.S. Department of labor, Employment and Training Admuiaradma, Odce of AfRraticealtiP Training, Employer and Labor Services, or with a Smce Apprnticeehip Agency recognized by the Office, or if person is rmployd in his or her fust 90 days of probationary mtploymmt as an Opposition in such an spprmti(ubip program, who u not individually rgiatercd in the program, but wise hes been earthed by the Office of Apprenticeship Tragi Employer and Labor SerrdCPa or a Stele Apprenticeship Agency (wham appropriate) as be eligible for probationary moploymmt as an apprentico. The allowable ratio of apprmtioea in immuYmen on the job site in MY craft clussifiation shall not be greeter than the ratio prised to the contactor ea b the came work force under this regimad progr ain Any worker timed on a paYmR at an apprutgce wage rete, who is not rgeneed or otherwise mployd m coned above shall be *it not Ions thm the applicable wage rate m0e wage detr inafien for the eleuifimim of work ettallY Perfumed In addition my appresbee perfuming work on diejob site in uses" of the moo Permitted under the registered Progress shill be paid not leu tom the applicable wage rate on the wage determination for the work seemly performd Whue a contractor is pmfmening rstmution on a project in a IocaVty Other than that in which its program is registered, the rhos sort wage rates (expressed to percentage Ofrbejoaneyman'e hourly rete) specified in the contractors or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than theme specified in the registered forgoes for the apprentice's level ofprogress, expressed a a pdcatage of rhejotuneymeo hourly rate Specified] in the applicable wage detumination. Apprentices shall be paid fringe benefiu in accordance with the prc isiona of rhe apprenticedup pmgcan. If the alrPraficonAiP Program does not specify fringe benefita, aper®tinea most be paid the full amount of fringe benefits listed on the wage dmermdnation{or the applicable dssaificabon. If the Adndmstratm dissonances that a different practice prevails for the applicable apprentice dasiffoatim, hinges stall be paid in accordance with that determinsiom In doe event the Offiw of Apprenticeship Training, Employer and Labor Services, of a State Apprenticeship Agency recognized by the Mce, wiWdmws approval of an apprenticeship Progrem, the mnhaotor will raw longer be permitted In utilize apprentices at tons than the applicable predetermined Was for the work performed until an acceptable program Is approved. (it)2yabreeu. Except as Provided in 29 CPA 5.16, trainees will not be patented to. work s leas Chen the predetermined We for the work performed urea they ere employed prosecutor to and individually regurbered in a program which baa rxrivad prior approved, evidenced by formai wtifrcetion by the U.S. Depament of Labor, Employment and Training Administration. The ratio oftreinees to jowwycren on %ejob site shall not be grater than permitted under the plat approved by the Employment and Training Administration. Every trainee most be paid at not lea Poen the ate specified in the approved progress for the tradnonS level ofpmgaq expraead as a Pemmtage of the journeyman hourly rare specified in the applicable wage determination. Trainees enrol be paid fringe banefies in accordance witb the de[wmiation unless the Administrator of the Wage and How Division dmmalaa Chat there is an apprenticeship program awcieted with the corresponding jomneymes wage rete on the wage determination which provides forlea than full fringe baefits for appraM1icev. Any employes lined on the payron at a trainee We wba is not registered and participating in a training plan approved by the Employment and Training Ad®ierstion aluli be paid not Inas tate the Applicable wage me on the wage determination for the classification of work achudly performted. In addition, my mince performing work on thejob site in acona of the rafia pamilted under the registered program "I W paid not less tam the applicable wage We on the wage detamiettim for fee ware ammlly, performed. In the event the Employmeul and'I'mmang Administration withdraws approval of a training protract, the contrectw will no longer be permitted to utilize trainers at less then the appliablepNnemined rate for the work performed anti] an acceptable program is approved Cut) Equal emp(oyearer opporratiry. The otilivaten ofapprentince, trpana and journeymen and=this part shag be in =,family with the Noel ®ploymat oPpW OWY raluirm=da of Exemfive O 11246, as emended, and 29 CFR part 50. (5) CampRuce with CopelmmdAd regdremmv. The connector shag comply with the requirements of 29 CFR part 3, which are Incorporated by reference in Us contract. (6) Subenhacv. The contractor or subcontractor shell invert in any mhmntrnw the chance contained in 29 CPR 5.5(0)(1) through (10) and such other dudes s the EPA dermams may by appropriate, and alae a clause requiring the -suhmntractoraiu-mel ude thee class inmyIowa tier wbaonbae es.'ILepsime eotractr WWI be reaponarble for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CPR 5.5. (7) Contract termination: debarment. A breach of the contract clauses in 29 CPR 5.5 maybe grouode for termination of the contract, and for debarment on a contractor end a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Dav(c-Bacon aM RelaredAd regdremmv. All ratings and intopr&eti®s of the Davis-Barna end Relatod Ads contained in 29 CFR Parts 1, 3, and 5 are herein incoryomted by reference in this contract. (9) Dupures concerning labor smdards. Diaputen uisine aur of the labor standa in proviaioru of this; contract shall not he subject to the genal dispotce clause of this contract. Such disputes shall be resolved in monviancc with the pracadurea of the Department of or set forth in 29 CFR parts 5, 6, and 7. Dispum within the according ofthis clause include disputa between the Conhuctm (or any of its mbcovtracton) and subrecipiet(s), Stk recipient EPA, the U.S. Department of labor, or the employee or their representatives. (10) Cerillkanon of eligibility.. (I) By entering into this contract, the uncommon califs that neither it (nor he or she) nor my person or firm who has an added in the contractorb firm is a parson or film ineligible t be awarded Govenmern entrees by virtue of motion 3(a) of the Davia- Bacon Ad or 29 CPR 5.12(a)(1). (n) No pan of this comact shill be aubcontrectd to my person or fen ineligible for award of Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(0x1). (iii) The penalty for making false a amentte is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. 4. Contract Provision for Contracts in Excess; of $10,000. (a) Conrad Work Hous and Safety Standards Ad. The subreupient ahall heart the following chances as forth in parngraphe (&)(1), (2),(3), and (4) of this section in Lull in my contract in an amount in Mees of $100,000 and sublet W the overtime provisions of the Crashed Work Boum and Safety Standards AM Throe elatixs shell be handed in 20 addition to the clauses required by Item 3, above or 29 CFR 4.6. Aa most in rue Paragraph, the terms laborers and machaacv include watrlw® and guard. (I)OvO71hea wrementr. No contrmmr or subcontractor connecting for any part Of the contract work which may require or involve the employment of taborets or mechanics shell require or Ismail my such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hews in such wodrwed unless Both leborer or mechanic receives Orn mentation or e rare - not lesednvam and one-halftimcihebaaicz nipey for alt hours -wmired -in eacevs of forty hours in such workweek. (2) Violation; liability for unpaid wager; Uncolored damager, In the event of my violation of the clause set forth in paragraph (b)(1) of this sound the connector arhd my eubcootractm responsible therefore shag be liable for the mpdd wages. In addition. such contractor and subcontractor shell be liable W the United States (in the cave of work done under contract for qct District ofWmaddie or e bermety, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mcleamic, including watchmen and guard, employed in violation of the dsud sal forth in paragraph (b)(1) ofthis auction, in the am Of $10 fm each calendar day an which such individual was required or Permitted W work in mutes of the standard workweek of forty hours without prymmt of the overtime wages required by the cause set forth in paragraph (b)(I) of this smtioa (3) IYlthboldfngfor unpaid tvg and liquidated damager. Me submcfpmad shell upon the request of the EFA Award Official or an aahatidd representative of the Department of Labor, withhold or cause to be withheld, from my moneys payable em account of work performed by the contractor or subcontractor ender any such Contract or my other Pedmslremoved with the same prime connector, or my other federally-assorted contract subject W the Com om Work Hours and Safety Standards Act, which is held by the save prhae contractor, such some m maybe determined In be necessary W safety my liabilities ofmc8 meander or subcontractor for unpaid wages and ligwdeted dameges as provided in the clause amt forth in paragraph (b)(2) of this section. (4) Subccaracrs. no commactar rr submntmetor slew immmt in any subcontracts the decors set forth in paragraph (b)(1) through (4) of this section and also a chose requiring the subcomnactom to include donee Claude in any lower tier subcontracts. The Prime contractor deal beresponsible for complimen by any subemnbade, m Iowa tier subcontractor with the chance amt forth in pmgmphe (OX 1) tlurugh (4) oftassection. (c) w addition W the dames contained in Item 3, above, in my contract subject only W the Connect Work Hours and Safety Stmdarels Act and not to my of the other ataWtes citta in 29 CPR 5.1, the rebre ipient shall inset a dausomquning that the connactmm anbouchador "I maintain payrolls and badcpayroR records during the courd ofthe work and Shall preamve them for a period ofthree yeah firm the completion of the moment for ell laborers most mechmica, including guards and wachmm, working on the 21 canlmG. Such reourds shall contain the name and addrees of cash such anployee, social securityamber, correct daseificatioos, hourly rates of wages paid, daily and weekly number of boom worked, deductions made, and actual wages paid. Fuller, the subor"P rat shell insert in my such contract a dance providing that the records to be maintained under this paragraph shall be reeds available by the connector or subwnlractnr for iupectim, copying, or transcription by authorized representatives of the (write the mmne of agency) and the Deparanmt of Tabor, and the meander m aubcontractm will parrot such seyres®tatives to interview mPloyecs during working hovrswYhejob. S. eompuava verification (a) The subsmipimt Shed Peri(dicallY interview a sufficient number of mploysm enitid an DB prevailing wages louvered mrployeea) to verify that contractors or subcantrectma are Paying the appropriate wage rum. As provided in 29 M 5.6(x)(6), all bhrviews rmat be conducted in confidence. The submdpie t moat use Standard Form 1445 (SF 1445) or equivalent deausum4fion to marorialize the interviawa. Dorm of the SF 1445 me available been BPA an request. (b) Theaubr®pimt shall establish and follow an ivteniew schedule based an its asemmnem to the risks Ofvoacomplfonce with DB posed by contractors or sahcontrxaos and the duration of the emtrect or submnbaa. At Aadhimm, the subradpimt should conduct interviews with a representative genu, ofeaverd mployeav within We weeks of mcb contractor or aubconhnetor's submission of its initial weekly payroll data and two weeks prior to the estimated completion data for the contract or subcontract. Subracipimh most washer roma fiequmt interviews ifthe initial ivtarviews or other information indicates that there is a nsk that the cantleetm or subcontractor is not complying with DB. Subrwpiea st shelf immediately conduct oecwSary arneviewt m respome to an alleged violmim of the Prevailing wage regwremenls. AB interviews shall be wndmxed in confidance. (c) The subrecipimt shall periodically vadum Spur cheeks of a represmative sample of weekly Payroll debt to verify that coor ecmm m subcoatreums art paying &a s proanan, wage rot®. The as loociP;eu Stall establish and follow a spot check schedule based on its msesment of the asks Ofvmcomplimco with DB posed by contractors or mbconhuaors and ocipiat should hld Vat cntrect m roll data Wi Attwo weeks of ms conte a tui subrxiPimtsbeuldspotdeckpayrolldateroll da two weeks eekspwmracherar eubcoacornpletion oat she contraon tortsiaiorr payroll sedtwoweeksduer oche end chocks date the tial Wor mbwnta0. Subtedpima must coodud more frequent then ohmka er orffiinitial spot check t oder iNbmutioa indicatesIadd the deeri is a risk Wu the ventre for or mbcontrmsarisnotcomplying with fr .Ise enefit plduring the examinations themactura and stud)verify ar, who of earanebereftpleasearthaymm*s thereunder by coutractoa ell Subcootrncmea who claim vedit for fringe benefit contributions, (d) The subr onpim stall periodically review coatrantore and subco�macton user of aPprmticau ell treioxs to verify registration end caffic cion with respect no appton MhiP and trawing pro®am$ approved by tither the U.S. Department oflabor or a $tote, as appmPriRb%and that contractors and subcontradom mount using dispmportiomm number$of, laborere, trainees and appreafiees. nwe reviews shalt be Conducted in a¢ordance with the WIW Wes for spot cbecks and inteiviewa dambed in Item 5(b) and (c) above. (e) SubreciPieuts must immediately report potential violations of the DB Prevailing WV reguhwnents to the EPA DB Canted Bated above and to the appropriate DOL Wage amd3ouiDishiffOffice Bated aihtM!/ d1 /esa/ vitt - hM. and State of Cali DepRealmen Humanublics Agency • • California Department of Public Health • CDPH M KDB .M:Yftl fgaNp6BmMIA ChYY Gvm� Attachment 8 CDPH-SDWSRF Minority Business Enterprise � Women's Business Enterprise Goals for Participation June 2010 The U.S. Environmental Protection Agency. Region 9, and the California Department of Public Health (CDPH), Safe Drinking Water State Revolving Fund, have adopted the following goals for participation of Minority Business Enterprises and Women's Business Enterprises in designated SDWSRF funded projects, including all American Recovery and Reinvestment Act project; funded by CDPH. ICons"!�w 14% 6% Supplies 22% 1456 Services 31% 32% Equipment 13% 19% Nene: Disadvantaged Business Enterprise requirements, which supersede previous Minority Business Entemnse — Women's Business Enterprise requirements, continue to include these partiolpation goals. Questions conceming SDWSRF implementation of the U.S. Environmental Protection Agency Regulations for Disadvantaged Business Enterprises in Programs should be sent to sdwarh$cdph.ca.9ov. Dry n d DMklrp WM ant Fmi ntal Menpanml PD. Bax 8873)], MB 7tie,1818 C"id Awnw, 3 Fkur Sav enlu. CA (6EBe-73" M16)"&S%X 010)NBE658 Fm MMMT AMrew xxw.Moh.m my CNYAVNk WE WNKNO WATER START @Y➢LV UMN MMIlIMnaX! WATER SYSTEMN , WATM13R8T6MElMBOjpgOMy'EXOMBOE: XAMBAOORESS'. ❑ WBE ❑ OTHER WIE IMpxE96: ❑ BCd BB4 S LRR LMZP GEYZOwRmnCly�Blp E0.8EAVILE�9� PMm CAW FWd Emell DBE ❑ MBE ❑ ME ❑ OTHER NAWM�COMTLST�. u OBE ❑ MBE ❑ WBE ❑ OTHER WIE IMpxE96: ❑ BCd BB4 S LRR m ❑ NwwAWURE q!y! W CAW FWd EMy R 0.Mn /W WmWn E 65 : d m =MMo AqdS3J mqB EARN R NNEEMOMESS. NxredMm ❑ MIBCM'TENCfOR ❑ 61RRRRg vlm ❑ JgMXEMRME ❑ BROA4R xUwat OTAAP �'m Ruv Ful IYPEOFCQNIMCT MifIW.T IY.MIM JM( M 1A 1S% MM BB4 73B N% Tme q!y! [RR EMy CBE LuiM'sN hbnNM (Ym N6AX MI R.a.Tdi Amww4yrz wmm State of Califomia—Health and Human Services Agency • • California Department of Public Health . CDPH YAM BHX �M.Ip,WY klWN.a900Pw 10. Gave SDWSRF Guidance to Public Water Systems Key Elements for Implementation of Federal Requirements Disadvantaged Business Enterprise (DBE) June 2010 The California Safe Drinking Water State Revolving Fund SDWSRF program must be Implemented in a manner Consistent with Me federal act. Among the requirements of the federal act Is that designated projects contend with additional federal'croas cutting - laws. Including the Disadvantaged Business Enterprise regulations. The objective of the federal DBE requirement is to provide meaningful opportunities for these businesses to participate In contracts and subcontracts for SDWSRF funded projects. The mechanlsm through which the SDWSRF funding recipient will fulfill this requirement is by Incomorating DBE requirements In the bid solicitation for Consmrctbn of the funded Protect. maintaining related documentation, and mporting to CDPH on Mesa egods. 1. Bid Solicitaffon Phase The SDWSRF funding agreement for these designated will Include DBE pedidpation goals. Performance of good farm effort by Me funding recipient and as prime contractor is the principal mechanism of measuring mmpilance with the OBE requirement. Funding recipients and prime Contractors who document Meir meaningful actions to comply with good faith effort requirements will have mel the requirement rather Man the participation level achieved. Six Step Good Faith Effort [GFE] 1. Include disadvantaged business entermiSm on solicitation liate; 2. Assure Met disadvantaged business enterprises are solicited whenever they are potential sources; & Divide total requirements, when economically feasible, into small tasks or Quantities to penult maximum participation by disadvantaged business enterprises. nkoDra WWw and EnAnornrenxi P.e. Boa 9B]3]� w6,166CagW AWate, 2WFyr, Sauaamanla. CA 9608&7311 (910)M9-51300 (91010404456 Fax Guide to DBE Requirements for SDWSRF Projects June 2010 DBE Requirements Apply to most SDAERF hulked pmlacls. PMare eaemptad from DBE (alk other cmas behim] federal bleb ememe) based ion cataria kenafias n the annual Calabrese SDW6RF Intended Use Plan, because these Paseas are to be funded with state match monies anal SDWSRF reWYrments or Interest 4. Establish delivery schedules, when the requirements of the work permit, which wall encourage participation by disadvantaged business enterprises; 5. Use the services of the Small Business Administration, Minority Business Development Agency of the U.S. Department of Commerce, and the California Unified Certification Program of the California Department of Tmnsportatlon, as appropriate; and, 6. If any contrecmr awards subagreemenle, require the contractor to take the affirmative steps in paragraphs (1) though (5) of Nis paragraph. As required by Federal DBE regulations, Supplier must circulate bid solictatlan(s) for the project for a minimum of 30 days unless CDPH concurrence with a shorter circulation period is obtained. [SDWSRF American Recovery and Reinvestmant Ad [ARRA] funded Projects must circulate bre for no less than 15 days]. Supplier submits the Good Faith Effort documentation received false the selected prime contactor bidder to CDPH. The water system will subsequently monitor the conformance of those reports b the instal bid documentation. If m xi ficatioNsubstitutkm of the Planned uIllbetion of DBE firms is necessary, consultation with the CDPH will be necessary. It. Inclusion of EPA DBE forms in Bid Solicitation The bid solicitation must include federal fors related to Subcontracting. These forms are Intended to prevent belt and switch bctic by prime contractor bidders seeking subcontractors. DBE Related Forms from EPA Associated with the Bid Solicitation Phase EPA For 6100.2 DBE Program Subcontractor Participation For, The DBE subcontractor may use this for as necessary to describe the work the DBE subcontractor recelved from the prime contractor, how much the USE subcontractor was paid, and any other conceals the DBE subcontractor might have. DBE subcontractors may send For 6100-2 directly to Me Region 9 DBE Coordinator listed below: Joseph Ochab, DBE Coordinator USEPA Region 9 (MTSA) 75 Hawthome Sireel, San Francisco, CA 94105 Ra, lcleI Guide to DBE Requirements for SDWSRF Projects June 2010 Federal Law Exacuevs Orders; 11625,12138. and 12/32 are applicable to federal feMing. The UNfed States Enweavrenhal Agency, bas adopted repuladons to Mitterrand dross heaulremerds 14o Oads of Federal Regulapam Pen 33 Perecoallon by Disadvantaged Business Enterprlsee [DBE71n UnMd Stales Envirenmerdal Protection Agency Programs- [Federal DBE Regula0onal. EPA Form 6100-�DBE Program Subcontractor Performance Form. This form captures the intended subcontractors description of work to be performed for the prime contractor and the pace of the work submitted to the prime embedded. Prime contractor bidder must submit EPA Fofm 6100-3 [completed by the DBE subcontractor) to the Water System as part of the bid submission. EPA Form 6100 -"BE Program Subctenrador (Alliston Form. This form captures the prime contractors intended use of an identified DBE Subcontractor, and the estimated dollar amount of the suboonhact. Pdme connector bidder must submit EPA Form 6100-4to the Water System as pan of their bid submission. Ill. Funding Re diplent Shall Maintain a Bidders List AS requited by Federal DBE Reghaatons, Water System is required to creole and maintain a bidders list of all flrtns that bid or quota on prima contracts or bid or quote subcontracts on the pmlect. Supplier shall maintain bidders list until Supplier has cerdfietl prole ct completion b CDPH (Note: Projects receiving less than $250,000 are exempt from this requirement). IV. Subcontractor Payment Provision Federal DBE regulations require that the water system Palms contract Include a requirement that the prime contractor must pay subcontractors for satisfactory performance within 30 days from the pdme contractors receipt of payment from the water system. V. Semi-annual DBE LIHItzadon Reporting Afterthe prime contract Is made, semiannual summary forms documenting MBE and W BE su econtractortsupplledvendors utilized during the report Period will be Submitted by the prime contractor to the water system and CDPH within fifteen (16) days after April i and October 1, throughout the project, until after Submission of the final claim. W. Minority Business Enterprises and Women's Business Enterprises Certification Minority Business Enterprises and Women's Business Enterprises must be cadited In order to be counted toward a projects MBE/WBE accomplishments. Certification information Is available fmm California Department of Transportation (the State Unifad Carltication Program (CUCP). few IdoI I Guide W DBE Requirements for SDWSRF Projects June 2010 CDPH SDWSRF DUE Requirement (COPH), rarolves Drinking Water State Revelvltg fuMtngbwn the U S Environmental Protection Agency (USEPA), sets State matching Nods, then pmvldes C Ihhomsa Miss systems NW interest loam ant Want fetetcing of webs system IMfeetruclura prnjeM Slice US EPA annually grant award to CDPH Since the majority of the funds evadable through the DWSRF program era retlarW assiela�ce modes, some funding mcgietds must meat addlllpllal federal'noss- wteng' laws. Among dose is the Dlaadvanlaged Business En rise DDE] proto VII. Fair Share Goals The USEPA, Region 9, and CDPH, Safe Drinking Water State Revolving Fund, have adopted the follovdng goals for participation of Minority Business Enterprises and Woman's Business Enterprises in designated SDWSRF funded projects, Including all American Recovery and Reinvestment Act proJacts funded by CDPH. For Further Information Questions concerning SDWSRF Implementation of the U.S. Environmenfal ProteNten Agency Regulations for Disadvantaged! Business Entertlses in Ptogmm not etldressed by This guidance, of requests for more detailed Information, should be tlirected to sdwtm cdph.ca.gov. ATTACHMENT 10 Example DBE/MBE/WOEBid Solicitation Provisions SDWSRF (Model) CONTRACT PROVISIONS RELATIVE TO THE UTILIZATION OF DISADVANTAGED BUSINESS ENTERPRISE Comply MN the requirements of flue Ornament and a mars satellite the Disdvartaged Business Enterprise (DBE) requlrerlwrlb for thismrWmdbn Object Fai to Oke the as (6) afllmutlw Made INted under Good Did (h EHod Requlreme rde, pdm to bed opening and to submit the (AMchment A) DMadvantagod Bosman EIMMise Intimation ram, Attachment 0rePA Fain i0"]am Machine at E (EPA Form 610041 with the bid package shell cause IM blit to be rejected as a nom responsive bid. The sV&Om advises pPMMa hptldrs that Ne projeclMmkd nwhob mparl with Moral dm Moral Rmanac d Businesses utlxqugEhnNtearpCriasefbli!ESIalge OrnknAaWppelyltta SMe project,RaecNng Fuld , s 40OCU& of rriclebiilakiPmll33-Parpcim baBusiness Enterprises InU..S.ErmomanMl Protection Agm Programs). The DBE rule reques Nal reaponsive bid shall conlam Ann 'Goods Faith Effort' to increase WE awareness of pfocurement oppodunetles through rara'ganor houses aunts. RareJgeder added decals Bid ares Mcieh increase awareness of conlncling Opportunities n general, including mMxn, recruitment and technical assistance. Bidder agrees Nal h will coaparaks MN and at the ( sysMm I in f fli Ne USE Good Falb Effort Pdqubiori screening hair sere objeclives' add Mtl euMse Good Fad Egals' to achieve such minNnum paMdpatnn of smai mhmfiry and women Owned businesses. In particular, in si bmiltlrg a Ind, bebidder shed, In Mr salectlm of any and all contractors, subr,ad=lors, and vetoes for Ne POCOMMmt Of equWMnL supplies, cons0ucon, and services related to the project, al a minimum, undertake the following of rrh ashm'Go d FaAh EMM'steps: Bond Fith Effe" Recourrharraddep - t. Inchice dhadvactagetl business enterprises on sderhaYm Met. Z. Acture Nat bradvaraged buserns entmdsee we solustetl whenever they are pdmaal sources. A away Nat encourages mit bellow their Paindyabon in the corrmeRive access. 3, Otedil nil raqukemmis, when acocfor ly haegdd, Into small bake Or Wallies to lair mamaken installation by d5advantaged business eorycves. 4. Eas tis delivery scheduled, when be requlremmk of Ne wok arced. Mich all emmmpe pwtidpMian by dlsadvanMged business mMrpisas. 5. Use Oc sellas ands $d fla of Na Smell Business administration and the U S. Mhmdry Business Oevakgmant Agency, as algrop rget; Used 6. If any conhador awards suegreadable. regdre Bre cornhactor to lake the agemalive stops In Paregmphs (1) bough (5) of itis sedash. x<an ox M lgaxvlm: namem. Page 1 of 3 Example BBE/MBE/WBE Bid S0lkltation ProAslons SDWSRF Earth bird must include submano nMAtchiment A, ienlifyrg each proposed subcentrachorlsuppged sardorlp Naprajecl. Using AbMmwtA,Me wmua vld IWMllowrginrsmatonforear Proposed (1) Firm name; (2) Counted parson, (3) Entity's using address: (4) telephone mummer (5) a -mal address; (6) The procurement on which the proposed subcmUXIor/wpplierA*Akr bid ormgled, ad viten; and (1) proposed suhmnLaWlwpplierhertlor sifts as a disadvantaged behess enterprise IX nM-dEiPQYanIOrJad buFpheas memjlw, Ober Rode cements 1. The apparent aacesabl low bidder must submit documenUa an shorting Mal. priur 10 bid opening. Me re whad Good Faith EMcwts' wers made. The documentation must W receival by pre (siederm I within Uj xvddng days lounging bid Wing, except Atadnnent A(gsadvanlagod Business Frannie lnbrmation IMMI, which b b be strapped! whin the bid, Falree to submit Attachment )Dwdvadeged Business Enterprise hfanrwgm Form) with the bird will sawn the bid to be rejected as nonresponebre. 2. II Me apparent wCalit l Imv harder IS reheated p censbared as run responsible andlor has any non-remponshe bw DBE xu bcl a,, a mmpheb explanaden moral be provided he be ( system 1, 3, USM AtaMmenl B(Vedficaton of Qualification), apparent sucwasfW bon Now must provide avlda'aa of cadhflaton by a ladmal, safe, or baa government amity for wash Dsacivahaped Business Enbrprlse On b be utlbetl. Stich cer85rallen dowmmla se shag be submilled Minh L# J warring days idbwllg rid apwkg, 4. If aldrbnal procurement becomes necessary sheer to ewer0 of Mea now canlmet. tw'(iootl Faith Etous'snd ba apphiad, and, d Disadvantaged Business Enlegrse �su oori.m�„�ecc�t�s. are� awarded, Allachmnt B(Vedfcafin of Qlagodat) pal be provided re the .refyin by Me prime mnbwbrwllhhn 10 wugrg days hcgwAng the awaN Meech new widespread. 5. Any demon free the hfpmabn contained in AtaMawl A(Dsadvantaged Rashness Enbsptlse InfOrmalim Form] shell net result in a reduction of Madvantaged Business E pone padbhpalbn wMwlprbr eppmvaol the s lea . 6. Failure d Me apparent bw bgdar bpedpm the six alrnmative'Good Fail Etas' slips poor to Me apdn'xdg wdbr b submit Attachment A (Dlwdvmbged Business Enterprise Intonation Farm] Mid fa bb wag bed as its bind being declared mm-msponsiw by Me( station I. Th ( seebraJ may from award Me mnract b IN req bloc respwMe, responsible bidder meeting he regvbamenla of tease conreG proNslans. ]. Prime contactor must pay to subwarecemn) bf sapfadery perlpmawe no more M, 30 data from Me puma contractors recepl of payment. 8. Pare mntraclor must provide each papowd wbconradahvppgerhndor copies of At aparo t C (EPA Farm 610621 and Ated Gent D (EPA Farm 61063]. 9, Each bid must nouse submusion of Atachment D(EPA Fpm 610") add Attachment E(EPA Farm B10W), Nude DOE ew sdeaev v rvme" Page 2 of 3 tll60XX9LFE RMgXO WATER SAIF IE'WFWq FWD MW*AUl0wNn FBA CwIlAw 1111IRM Fpm H IR0lllmrl ,yuwsAREA&yDRAa PWT Ia1I 'CAI,I 1)Tt SIN I'm I NwItI i$ I Si mol'o f %,IoInI WniEX SYSTEM NAME IT ..I.r, n...! i. i_F. PPWLur DFFCPRnev L©e7 II 1' fi4f V'p S N1 KAMEIN ow55v *rvEaEcoNlFncT AwrmofQ,WVm aIOSDECSE1gX1EEP(AEj a ca¢THunuM Ph'OFp SIhRXMEXNLEISS) Fmnl TWO /MOITT3f WESPAETMO ❑ DOE ❑ MBE ❑ ME ❑ DIFFER It ❑ DBE ❑ NBE ❑ ME ❑ OTHER MVIE/OLL(IE65-. "°"r•a`nn ❑ susmxmnclDP ❑ svE+N1EPaEawcE ❑ ARrt Y➢.'TIOE ❑ 91gXEP Oh.R Eyl TVE40F WNIPnCf fOnaec. MbUtrt .p ❑ DBE ❑ ME ❑ mw ❑ OWER N.EEHDppFSS ❑ 51%MTPMTpi ❑ WPg1EPIBflMCE Glnygpueen ❑ AINIIEMIME ❑ pgpXEP n4Ews aty.20 IVISMCV(fPALf PMe u,a �H1MDIngOMf } i ❑ DBE ❑ 1®E ❑ VIBE ❑ OTHER N.WEImu+ESS, ❑ SLM:�nIAPCTCP O suP?LIEP/SEPYILE H"r°abm cmmA'� "HTNENNPE Q BXO%Eq b6m TVEE�tprta4. Op.M • O?`RWCInWNAR y Erna ='r� IPAIIOV 11% 6% m 1M ]1% m 1a in PUNMC w•-. '' 5rtaumnt Dnrt FBA CwIlAw 1111IRM Fpm H IR0lllmrl ,yuwsAREA&yDRAa PWT Ia1I Example - DBE/MBE/WBE Bid 5olidta[ion Praistans SDWSRF Fair Share Objectives Intemsbd bidders are advised Nal the fclloeYmg fair share objeclives have been eslabBahed for his po�ad. Fulfillment of the Olsadvantagad Bpr ushress Enimlse requirement he based on documented cmrroletlpnA)W Cmiotl Faith EhaM Requirements, not beat of Oisadvanlaged Business Enbryupatlen rae padMopoaedlachlavath 60R67gN1SI10N H% 9y`. SUPPLIES ZZ% .M% SERVICES 71% 3t% EQUIPMP T 77!4 11M4 ^na_11. In order to Built bdery mpmdisg requirements. Bre salaried Arms contractor rest, using AlbMmentF LMBEA4BE UMratlonj, reparl k I seder I on a semlamual bays. Mir ufHzd n dMinse" Business; Enbmtkeantl Women's Business Enkrryke viManlrxmrkupplkrNandprs, Thelsvdeml sdllcomplk al MB VBE Ulllimlen mli tom prime mntactor(s) And submntecii into ane report and submit 0 MPH by AAM 15 add October 15 of each Isar unit he last dam bsubmiBn. MAIN WE en Wkiwm: rrRmomr Page 3 of C&FORS1R VR DANEW WAIN STATE SAALMR, Ib14AW001xCe MINORITY BUSINESS ENTERPNISEAVOMEN'S BUSINESS ENTERPRISE (MBEAVBE)1 VERIFICATION OF QUALIFICATION CALIFORNIA DEPARTMENT OF PUBLIC HEALTH DIVISION OF DRINKING WATER AND FNNROMWENTAL MLWIGEMEN} Rnwma: � bema. nwµus..w.nmu O�MBE 0.WBE 0 PHme CaMrsctar R Supplkr W MMeMeVSmlm I Suhcontrsdor I Bl sr C. SDIO Ownership 6CorporMlon U. PNintrship a- joint Ventura ApuyGPNNe ee6wnro,nu. <eeryANm,ytib�s unwmhdrw,. w.u, nro, mals ma K a¢ 1 PelerlQdelnfJ Gr on STET E4 pNie. Cron leEwx 0011,4, r,,nlnmum l fAVgeem I DP WARParAR IEWMaa nape WJRAOR,hi MINI BUSINESS ENT mM'GIAEMS IMSINM EIFFIERPRISE IMB BEI IUSEPA MEFINIFFai A FIDE a a business Nal Is, (1) at knot 51 percent masted and mMmlkd by one or rme mi mMdtlRla, a, W Me cReN WNidy oMed Maness, at "151 pemaN Of Me skcn k awned by ON or more Mmrtly Iindividuals; and (1) Wfi[m tlegy, business opaalans are rienaard and dYe4d by w9 or more of Me minority eaeeia A And Is a hwMm MaY 0,(1)9 oM 51 Pemenl arr1 by one OT none xameR a, In Masse of a woney ovmotl MMR M kaa 51 gmmenl Of are stock k oxrad by we or Rope wean; ard, (4) WMse darty NAMm moratone are maMgae antl tlirecledbyawar more Mtle Woman oeneus. 111,110aff" IWWUALS_ Mi lel Anerken atone Pmaas basso otlgW in arty of BW Orgaal PmWm of NOM Amedoa. To May In As gouD, a pemm muse be c iven mM a UnAd SIMas and meet ore or Rowe aualRyM1q Hada reading: (1) Beal kwlmaeeM'If doeenl(as evdarttd by ragMbNbn OaM Me Bureau d WlaM NMBs, (2) ChamccerMic imam name, (3) Remagnini in Me eommuMy, R an lMias; (4) ManbeMip in a area. band or pro er W Ammrss Ware Ireamreae by he Fedmel Gambia", as aakenwtl by a Obm' wrMnenl manaer a shntles IMfe rni o d (5) Charedelstic If appearance and fo Mem. (b) Bap Anerkau U.S. otiaws, Mer Men Hispark, ha+inp cripim In every M Me Mxn m nd groups ofAMea, (c) AsiaOAmmkens U.S. cMaere bi origins in any at W orginM propend the Far East, SwNwn Aaa W IidW eobwngrom or Me PaNw afads. This MR includes, for example,krau, Crom Japan,a Mass , Mas PNtlppre alaMs soSmmw Tho Inelan.eWwntlreM Ones on a boamMm d WN, PanBWGW, ,S Leena, Ni BlM1km, and Bhadi (d) Hapank Pnekas u S. eebam a lodcah Prelim Meant Culw,rte other SpaYsh ci w age, regerders of me. I hose iMvdatl ceremslmmntra Cel antM Aa SOnamee wuMpks ole are of Severe cram, Mason. or cottons NOW ba In MecMegory, Femmes hoes Mol, Cw)WnE Sudrama TMtletl. Mreumpk, rmultl bameRRW amaudlM eMNraseaM'wwM rM neaY pa MWetl intle HkperJa aallory n atld1en, MecMegury en rs Out hautle parearm hoes Pedugal, Who Mi be cameasa secwtllrm M naw. (el American Esdmm ane AmeekanNMs wm reswa vwrwm nese n lrm�p.N curaerw WE oainulw WAIEF arAIC P PLMNS MAD 140011 Ma c aun:TTSp}r.�^.TS^ Approved: S68l=m A EmAmirmenlel Appmal Upres, B1MVN1f Protection Agency DMAdVA gbd BNl iess Enterprffie Fmgmm DBE Submntraetpr PeMIDIpaEon Pam NAME OF SUBCONTRACTOR PRQIECt NAME ADDRESS cONfRACTNO. TELEPHONE NO. EMALADD ESS PRIME CONTRACTOR NAA¢ nems me Dg spam wow to epod my 0011010W rpmrdMS IBe above EP"Wecl plgnaM *g, reason for Wrmnatlon by WEIRD Waaout.IW payment. Mo.). CONTRACT ITEM NO, FEMOFWORKORDE5CRIPTIONOF3ER=ES RECEIVED FROMTNE PRIME CORTRACTOR SUBBOCONNUCTORWPB PAIDBYMME CONTRACTOR swrnnu:l«slmalve jIIINpa1q lsuW l4 N 6eNad AS a mmpany.am. D*1 wnwre,« MtlNEuvl yfip.retro Mempmm�md Myn. convector W"a somlm pursuant In an EPA amo d FneaWl M W¢e. EPA FORM 61W2(OBE Su ITOCW PNk¢elMn Fum) MIFTWAIw YSF OFMJxa WARP STATE pFWInxa NNo WAAMnnAmao ONE CmIM NO: W901030 AAAppmred: 05912/30/1 Approve! Eedrem E: M12011 ProteCg9n Agency Disadvantaged Business Enterprise Program DBE Subcontractor Performance Form NAME OF SUBCONTRACTOR PROJECT NAME ADDRESS BIDIPROPOBAL NO. TELEPHONENO, 'MBADDRESs PRM.ff COMRACTOR NAME COMRACT REM OF WORKOR OESCRIPTIDN OF SERVICES PRICE OFWORK REM NO. BIDTOPRIME SNAMITTEO TO PmME CONRiACMR CunemFT&SIMIAN AS en MBE m WOE Under EPA a DBEPg ?_Tee_No Sllesture 0 PM1n¢ COnryaGm DMB Print Name antl Me sillmlum a5u5meamw Dale PNnt Name and We 'suYvm'TPANCA Beeomaenv. an EPAvmol of defend asource imc an.peemeNwga railmM m pMN eeMcen pursuant b an EPA axeN al Mental eea4lema. EPA FORM 61OW(ME Sihm�Iy.Ip PmAmunce F ToI <umeraMRmwlixpwMMerAmrEwYaelawp xW 4W'IE Kj�l 1 01 11 A Appeved: Dwoll 0Y Environmental Maravel Eepvs: M/Jtrzott ProlecHon Agency DiSddvantEged B-usinsss EntsPprlss rognen DBE SMbconVacku UBlbaatlon form I i 9AL NO, pgwP1 ffr E NMIEOFI law DOERdMYFRER EMAIL ADDRESS ADDREss TEIFPHONE Np. Fpy Np, TM lopdMnB slawnvedwel wil Ee u6ed on YM prgaG: NE DOMPRVMADDRESS TYPEOFWOMTOBE PERFORMED ETED R AMOUNT CLMWrLy mNOMBANEDREW ABAN.MBE OR o I eerylY wNx penMlY elpaallleylYvl lFe lMaoMOebbmgdaaw Oue andcpnM. NOle erenlNa UNeumUl&ICEw111ecMr, WY etlbemb WnpswmeM raeuVemeMe M14rINMd0 CFR Par193 SeWm 39303([2W1. Bgrulule a Prhne Convww pye M Neme TiYe `E tof k Wend as a ndnpany. Nm, OM renlwe, V ApMUl fW solve lMa an agmameM xMa WMWWW W Anado Untas Wmumlloan EPR eWN affimm YWMR&We. EPA FORM 5100A (OBE SW mnWmcw UNUIon Fwm; Rae.A.N�.�l CALIFORNIA DEPARTMENT OF PUBLIC HEALTH SAFE DRINKING WATER STATE REVOLVING FUND PROGRAM MBEWBE UTILIZATION FOR COMPLIANCE WITH FEDERAL SOW SRF FUNDING REQUIREMENTS PART 1. Uieoerta are reaulretl e 1 x n .ne.. __....... ..... .......__._...___....... ...o.. ..n wanes. to fEIEApLfIiVLYEM 1B. REPgeW6PErypplpsipLLapnpW MW) ❑1'fhluil ❑7"FFWN ❑YWe,lin] ❑a•ewapl ❑Ames 2 D — — ❑mer.vwtme mlrgvrlbmaaMSlPmMmeWW1 C. RENS OFPPNM PE MC ON6LY LEHIYSE INE REN51p14YW µEMWNR u❑ H El O�Nc 9A &9Wil¢Pdrt iO ]A eONBRF WNpINOPEtlP@Il1WSE NpMGaEg3 FUN Rg am 1aHl�Cv9Wo11149Ria�E� 1E16CgWM P.O.&a9]1N] SVBallo.G 9Y�1413 M. 5 W9PF FNOP13IpEEEpM MMBEP: ]e. BAWCWAMZC. PHeVaFAt X. REfAEMREPORIaYCCM.Mi: 38. Mri'11m (RIBIN8fift0 N.nn PIS' IPYE.xRQagl.ue•1 IsrRrasew w ]y w*orusuPalPrlrowoAauTAareunouxr nnxoww..l.nrallo�=w+a.n.wm.all•mvarowar sawaP�orwR �umm Mnxa T. �pEa.r.w.ewElaWm+.uw,rvlal.a o-e.Wawa..aeRrll.w, a<FeNve.n.awamrvpRa FrRal svnmPmuvr:s � E�N.RmmmraE.aom.m.r.lvr.rnree El PC. Te PmMMn W MBpM'BE R¢pmpllRl MMM TMv RapollMp PalloO laapvlaa.+.amlml�eelvexam PFn�•PnamrPmnl wse PeenmammaeeuMV WSCWSPY IINb vYplo M'9WsreWYre Mo]'! Ya❑ Na❑ m1mMa WN BPNSPFNEPggayl.uyayy e]a�maMYWAmwnlS MW MFIII$I,wm541*M WTBOA4VF WaReYann Jh9MnPaW WEe: GWeo�n fWEi4 0o1Y lW SY 5. CCM.EMLIIIm N6FNNEpuymmaeyaaeamnpaPm Yvaq lM��q��mpaFMRIMpu.a NRaa m.w..aw uNEnreE NOP.mleoammww.mmemaml.,,..m e,eiu..ai. B. NNEOf PECIPIFM'9 NRHCRQEOPFp.BBFMpTIt£ i11IF S. SMN.aIIIPEMNEEIPIFM9.WTIMaEa PFPPEBEMARw F: kia ,hmen%(I SO,W$(iF DBE BI06m List RegWrement (Federei Crow Curter (gr W/AR,RA Funding) .VtlC.Sysblhc deb)ed to fhtlenl Mb? Pa" 40 n Ujm' a the . ... VdmeinYlpa bidders pst Oft MdPWIWVl ti. Wig le,AoWtp; or. hgeoaeemmnav.mppewmpamndredu�maue.indpurpoe,ae:'. . blddtra Gs[igm Prpt'6le ihahbtllnp redplep)s ebowmE QAP Rom bhldbg Ath ec ecyureb a dhfebAcb pdsmffile ubaUt•Ibe U*oMb'of .. pda®pl_M9EAVBFaM nwiAlBE/WBPphm and SuMoMa**. The,'. . tM mu hlawhdfiftthal ldorquebonpdmemneec6, orbNer - :awn eWmPGeofa Cn sra�n:amn 6m7etle lad�ainp Edn'MpEANBEs end MR.WEhY8Ec :ZheVddmlgmtj?thekDptudl WjWgysmm ... ..�:.�.r?ANWr�d6lq.hesmnWaMand.mgPodtl�epPdgo,�io cgPk'.: .. m°•wioig�9:bWieN?.Bnitt�4tWnrpid A�S,W�en?mc6nrcdmi:on . Pkm .�.�,Prphimple'nt on�vfilbRNaeM1l)!bp'gpWd,,. ''''� - . .jl)Wle ofbldlyuelevand - . �' �l0)MNMEPd4le�M6YRl�ERLWa." - .QdPbt�neNw imao ev? hwadromr of$26p,OW inion In bdaml tpntlMp Ip anyouertrceljam, arar@@ mbbptfmmtbe ;'''Rigal[ungrt�NelnielmA emNetstigt ' Attachment 12 CALIFORNIA DEPARTMENT OF PUBLIC HEALTH SAFE DRINKING WATER STATE REVOLVING FUND PROGRAM MBEI WBE UTILIZATION FOR COMPLIANCE WITH FEDERAL SOWSRF FUNDING REQUIREMENTS PART 1. Re ons are re uired even It no procurawnbs are made K nn tha rtl IA FELEAnLfl6GLYFAR n o n edotl. to PEFORIN3PERN1p ISLeGALL aRm{Me0mm1 ❑1•IOun J ❑PIJ+n+q,l ❑YIM�NnI ❑�"IJW3w) ❑Mma 2 0 ❑C1w,F Fni a4e h¢InpPlyas PplwYlPm'tlmrpgtd). Ie 41150131011 OF A PWON A6pali aRa}LT fEBCRIBE iNE REVI6M0 Yoe ME LLVYl3: Yx0 WE] Yr. �lYr� N BeMFa619RIi0 YA 90FSRF FSNCp RECIREN]NnLE.Vala33RE86 Sh MMkeWb aL PeI W FY FM pnq'an N�MSELmXub(N6]1161 16Rfaetl Am. P.O. Pvfn]N3 6gamb, G Afi�,t119 is 80NWFmX331pP61EB.lEm MIIMFR M. MATE COMAOT EGRpIFFN: w aECVE}II SEP•On1Cl3UNITACT: w Vn3mfeb16 NIWM95N0 Rolm RIOr£ ne31a.I:61o@WM.f3.gw1 IM6) N9M55 Em c M TOTH 6ONS.ff .{aaaq�apRmN3<bm�0.onYAPWI SOASRF LQiHf F{MI8Mf5RP T Rln a.9 .FtlYwRM.NPmnne,6nMMNYY6E Mm:f fl�, m TdM Pmcumment and MEMEAN E AccwnPaahmanls Tab Repaning Pada6 taM:c+ee ..wm M wPomE m.n Pb •w6Ya Pmbm Nwepmv„emenYnufavde,IMSmY$PF IUMYq wmroy�n3uY„gaMnppb3T Yr❑ Fa❑ !mY pCMunn1 mMs MN SVNSI(F M W ry whbnw EUM1g pb,ayMg pYbl.Nwl { NW YEYARE MtaMNm,lwu sVl5nFNMIm nWbnm Ei+N NY pvlYapmoG'. lt1� aeYl®W Eema LWM SW aNaE L NJaeI IL— DATE .BIEYFE F,�nnWLameYsa �A1J FNSYmsYpmWvwG�N�IN~f KMn�Ea1�lAMnINYYgmbisaM lAlx as#� 1§8e§4�� !§la kilt, ATTACHMENT 13 INDENTURE bdwe the CITY OF FRESNO and THE BANK OF NEW YORK MELLON TRUST COMPANY, NA., Tmstx Datta uof;mu 1, 2010 CITY OF FRESNO WATER SYSTEM REVENUE BONDS ons W,u 7130 la TABLE OF CONTENTS LM ARTICLE DEFINITIONS; EQUAL SECURITY .................................. ........................ 2 SECTION 1.01. Definitiora......................................................................................2 SECTION 1.02. Equal Seaoity..... .................................._............................. ...... 21 ARTICLE ISSUANCE OF BONDS .... _........ ..._..... .... ....... --........ _........................... 22 SECTION 2.01. Au0mriaation and Putyom of Bonds .................................... ..... 22 SECTION 2.02. Tams oftbe BoMe,_..................................................................M SECTION 2.03. Execution of Bonds..................................................................... 23 SECTION 2.09. Tsa4fn and Payment of Bonds. .... _............................................ 23 SECTION 2.05. Excbmec of BoMa............ --.......... _............ ............................. 24 SECTION 2.06. Bond Registratim Boob ...................... _......... ........................ .. M SECTION 2.07. Mublated.Damyed. Swim or Lost Bolla ................................ 24 SECTION 2.09. Ternpemry Bonds.- .............................................. . . ... 24 SECTION 2.09. Validity of BaMe................................ _............... _...................... 25 SECTION 2.10. Special Covatma aero Book -Envy Only Syal®for Ba xi s........................................................................................... 2i ARTICLE BI ISSUANCE OF BONDS AND PARfTY OBLIGATIONS....................... 27 SECTION 3.01. Ummil Pmvieiom for Issuance of Bonds .................... .._......... 27 SECTION 3.02 Additional BorAs.............................................................._.........28 SECTION 3.03. RefuMinSBaWe................ _................. ...................................... 28 SECTION 3.01. Additiaml Parity Obliytims................................... _................. 29 SECTION 3.05. ReBmding Parity ObliTPtiona...................................................... 29 SECTION 3.06. Qualifying Swap ABsmmena...................................................... 29 SECTION 3.01. Cadit Facility Arocmmts... ......... ......... _.>... _.................. ._.. 30 ARTICLEW REVENUES ....................................... ............................... ................. 30 SECTION 4.01. Pledgeof Revmuea.........._...... ........... .................. .... .......... ..... 30 SECTION 4.M. Receipt all Deposit of Revenue in d Revenue Fwd ........... _. 30 SECTION 4.03. E Iishmmt all Ma nomocc of Funds for Revenues ............. 31 SECTION 4.04. Esabllabmad and Maimmmce of Rate Siabilivim Fuad....... 33 SECTION 4.05. Dcpoat IM lnvramsenu of Momy in Amomw and Furuh....... 33 ARTICLE COVENANTS OF THE CITY..................................................................._.34 aww�neanaala t TABLE OF CONTENPB (continued) raw SECTION 5.01. Po0000d Paymmt eW Pafommce............................................ 34 SECTION 5.02 Agmmt En nbrucea........................ ...... ............................. ... 34 SECTION 5.03. Tu Covmanes; Rebate Fwd ................. ................................ 35 SECTION 5.01. AgGmdSWe or Otho Disposition of Pmpaty .......... _.............. 36 SECTION 5.05. Prompt Acguiv6on MW Conmuccion of the Projcct ................... 36 SECTION 5.06. MUoh5oMocc eW Opmdm ofthe Wa Systm; BudpU........ 36 SECTION 5.07. Comldiaane with Coati .................. _...................................... 36 SECTION 5.OB. Pft+cn(ofClwns....................................................................... 36 SECTIONS.W. losiwnce........... ........................................._................................ 36 SECTION 5.10. Acoounfi" Records aW Fin WSWanaue............................ 37 SECTION 5.11. Payment ofTue and COmpEanco with Oo sow R%ulatiom.................................................................................. 37 SECTION 5.12, AmomtofRatmI=and Chum ............................................ 37 SECTION 5.13. Cohectim of Ra ,Fes and Chugm........................................ 37 SECTION 5.14. Emiowd Domain ud lmumnx Prcaeds................................... 37 SECTION S.15. Indemdtyi ProsaNtim and Defame ofsuih .............................. 38 SECTION5.16. FurthaA cw.................. .............................. ........ _............. 38 SECTION 5.17. Compliance with 1993 Ndmtme...... ............ ........ ....... _............. 38 SECTION 5.18. Continuing Dieclowne.......................................... ......._.._...._._38 ARTICLE VI THE TRUSTEE .................. ....................................... ...._.............................. 39 SECTION 6.01. The Trmtm.................................................................................. 39 SECTION 6.02. LiabiRtyofTemft......... ....... ............. _.................................... ... 40 ARTICLE VII AMENDMENT OF THE INDENTURE ................. ._............... _................. 43 SECTION 7.01. Amendment of fie lMennve................... _.................................. 43 SECTION 7.02, DmqudiEW BOWa....._........................_........M SECTION 7.03. Endorsmtmt or Reg ncnt of Bade ARWAMVd vnt........44 SECTION 7.04. Amendment by Mumal COmmt.._..........................._..........._.p SECTION 7.05. Att m 's Opinion Re: SupplunmW lode h ...........__....... 44 ARTICLEVHI EVENTSOFDEPAULTANDREMEDIESOFNOMERS ...............__..45 SECTION 8.01. Evmb ofDefaWt and Aaelaaeon of Matuibas ...... _..... _... 45 003 w�w is il TABLEOFCONTENTE (continual) Pege SECTION S.W. Application of Foods Upon Accelme6on.................................. 46 SECTION 8.03. Inst itutioo of loge] ProceWinp by Tnumn................................46 SECTION 804. Non-Waiw.............._........_..................................................._A6 SECTION 8.05. Acliam by Tombs: a Attomeywn-Fact ....................................... 47 SECTION 8.01. Remedia Not Exclusivc........................................................... 47 SECTION 8.07. Limimtian on BossdhnWaa'Right 0Son ................................... 47 ARTICLEIX DEFEASANCE........................... ................... _.._........ _............................... 48 SECTION 9.01. DischwgcpfBoods.................... ................... ........................ _..... 48 SECTION 9.02. Unclaimed Mang.......................................................................a ARTICLE MISCELLANEOUS..................................................................................... 49 SECTION 10.01. UsbilityofCity Limited to Rmcnva..............._........................ 49 SECTION 10.02. Bmefim oftbe Indmturz Limited to Perlia................................49 SECTION 10.03. Suaexaoe Is Demnd Included In All Rdamca To Predecessor ..... ...... _............ _....................................................... 50 SECTION 10.00. Exmmdon of Doumncnss by Holders .................. ......... __........... 50 SECTION 10.05. WeiverofPeesoal Lisbiliry........................................................50 SECTION 10.06. AcyumationofBondshy L9ry....._........................._..........._...... Sa SECTION 10.07. Datrmtion afCavcalld Bonds .............. .................. _._............. 50 SECTION 10.08. CmtmtofCaufinta.......................................................... SECTION 10.09. Publication for Sueassive Weeks ...... ......... ................ _...._....... 51 SECTION 10.10. Acmonbeud FundC Business Days .................. _............... ..... 51 SECTION 10.11. AttiTde and Salon Hedin}f end Rdamcas_.......................... 51 SECTION 10.12. PnOiai Invalidity.ty......................................................................... 52 SECTION 10.13. Exa tion in 5nvelCamtavufe........... ............. ....................... 52 axsvm:uwsw�s nvv THIS INDENTURE made and entered into as of Jmuaryl, 2010 (Ne "Indenture') by and how= The Bank of New York Mallon Trust Company, N.A., a national banking assaaanm duly otganimal and existing Older and by vimm of the laws of the United Statex (the' mrosf j and the CITY OF FRESNO, a mmialaal corporation and d=rier city duty Orypoiad and existing under and by vist=a of the Constitution and lens of the Some of Celifamia (Ne "City'): WITNESSETH: WHEREAS, the City is a municipal corporation and charter city, duly orgrnient and existing under a freeholders charter purmant an which the City her the right and power to make and onto= all laws and regulation; in respect in municipal alfu'ra and contain Other mapoS in as u with ad as more par emarly pmvidM ul sections 3, 5 and 7 of oriole XI of the Constitution of the Sure of California and amtion 12M of the Chute of the City, WHEREAS, the City Coma] of Me City, eating under and pummnt to the powers reserved t0 Me City under soc loos 3, 5 end 7 of article XI of the Cumulation of Ne Sure of California and Section 122] of rhe Charter of the City, has macrN the City of Fresno Municipal Impmva menet Rc%eme Bond Low, being Ardde 7 of Division 2 of Chapter S of the Munidpal Code of the City which incorporates, a the extant made applicable by the law, m hoamfter defmad, the Rename Bund taw of 1941, being Chapleb of Diviskm2 of TiMI5 of the California Goverment Code, a =acted and an thereafter ammdd; WHEREAS, the City new owns and Operates facilities for obtaining, conserving, treating and mpplying of water pulmant to Sermon 1221 of the Charter of the City, ail of which are Included in and comprise the Water System, as hereieafter defined-, WHEREAS, in order to provide for Ne amhmucatim and delivery of the Bonds (as haanafle defined). N amblish and declare the tams and commons upon which tha Bonds are to be timed and mourd and an seems, the pnymmr of Ne principal thereof, psmtmon, if my, and imereat thamO, the City has audarizd the exemRon and delivery of thus informer; WHEREAS, all ac; and im endings misird by law necessary in make the Boads, whin eaeuted by Ne City, rvthmticared and delivered by the Trasra and duly issued, Me valid, binding and legal obligations ofthe City payable N accordance with Nor terns, and to w[Wiitute Nis Measure; a valid and binding agreement of rhe parties beeto for the ones real Imemsa herein set fond in aceordance with its terms, have ban done and taker, and the uemuon and delivery of this bdenture have berm In all misom duly authorized; NOW, THEREFORE, THIS INDENTURE WITNESSETH, Most he order N same the payment Of the prindpal of, premium, if my, and don interest on all Bods at my time issued eb Outstanding under this Indenture, according to their remr, and to eeoue the perfomsana and obsanvana of all Ne covers s end conditions therein and boon ad tank end N declare Ne lamb and conditions upon rad eW)fes he which do Honda 9m 10 be issod and raavd, end N consideration of Ne ponims and of the mutual covenants hoes; contained and of the purchase and "arms of Ne BOWS by Ne holders thereof, and for other valuable considerations, the receipt whereof is hereby sekmwldged, Ne City dos hereby covenanter sod ONS wauarnro.10 agree with the Tota, far the benefit of the respective holders from time to time of the Bonds, a follows: ARTICLE DEFINITIONS; EQUAL SECURITY SECTION 1.01. Definition. Onlees the contut orhe tic tegdres, the tortes defined in this motion shall for ell purposes hereof and of my Suppleroepnl Indenture std Of my cerificne, opinion, request or older dornnetd herein or therein mentioned have the meetings hewn specifics: Accountant's Report "Aceountmt's Repos" neem s report sipud by an Indegandent Cmtified Public Accountant Additional Bonds "Additional Bonds" meas Bonds hosed in eccodaaa wdh the cons and condition of this Indenture for the purpose set forth in Section 3 02(a). Add' ml_ Party Minnow "Addifiontl Porky Obligmons" rruan Pedly ObfiginjoiB including Additioml Beds, satisfying the candifion eel forth an nation 3.0a or 3.05. Authorized S "AuthoAzed Dewmine0on" ureses with re ina to e Soria of Bads the covering ore foM in the Supplaamrel NdepNre aublishing One unre end povisioru of such Serie of Bonds. AutharesedR tet_ "Authovnd Repsa®urive' corm the Meyer, City Mmga or Controller of the Ciry, or my other officer of the City duly w0ur"vN by the City for such propose. Berteficial Omer "Eepefioal Owner' mens a beneficed ovmer of Bonds order the bookany system of The Depository Tot Corepery. used hill "Bed wenture" means, sods spat to a Serio of Bonds. Nis indenture a supplemented by the Suppleoerdd hdNue euNodang end Seive of Besets, GHS WaeQarllM.la floods Sgral Bonds. Term Bonds "Books" mems the bonds of the City authodmd by and Mounted, issued and delivered in accordma with Article 11. The tam "Social Bonds" mems Binds for whicii no making fund payments are provided. The him'Term Bonds" mans Bonds which ate payable on or before thdr specified maturity dela fiom sum fund payments established for Wan pmpou and amIarx! to mom such Bards an or before Weir specified maturity data. Business Dov "Business Day' mans my day other thin a Saturday or Sunday on which the Tms1ec is open for coryomte trurt boniness at its principal enrporme hurt office in Los Angela, California. Cenifiateofuta City "Connate of the City' mems an instrument in witting signed by the Mayor, City Mmaga or Cmtrollerofthe City, or by my other officer of the City duty achy ized by the City for that poryasc. 911 "City' means We City of Fusion. a Municipal corporation and chm err city, duly oogmiad and among under and by voice ofthe Constitution all laws of We State. Code "Code" memo the Internal Revenue Code of 1985, as amended. T Section 4.03(c) " . Common Reserve Fwd" mems the food by that name establisbM pursuit to githiman R Rmucrearmt "Common Reserve Requitement" mew, as of my date of corroboration by the City, an amount equal to onvhdf (A) ofmasvnmo annual debt service an a Fiscal Year basis an W Outstanding Bolls seemed by the Common Reserve FWtd; provided, however, thin if, upon isruoce Of Baia of Bands seemed by We Common Raine Puns, such mmont would require moneys to be credited to the Commit Reserve jen d firm the meech, of web Baia of Bonds in an ammmt in excess of the muimam amount pamihd uMa the Code, We Common Reserve Rapdrement shill man an comms equal to she am of the Common Reserve Rquiremwl i silly Ineadi 9 issuance of such Bonds all We maximum coconut pamittd coda We Cele to be del mated therein Boon the ptoaeda of such Bond% a certified in a CaBfiaee of the CRY oawmuswenw.io Connection F "Cnnnatim Fes" mems major faclhtiu water charges, wnk water f ad chugs for socia arcus to the axmm Ihvied in connection with capital improvements financed with the Bonds, and any other a mecnou tea ad charges for the Waver System as may be astablished by the City and dai@uted as a Correction Fee for furnace of this Indenture, but shall not iadude avasim water clurgea, lateral water charges and house branch water charges (unlet such charges are designated by the City as a Connection Fee for purposes of Nit lndmhue). C tH�C ,'fes "Continuing Disclosure Ceri fiats" means that mein Continuing Diselowne Cutifiwte of the City deed the date of icumce all delivery of the Bolls, as originally executM ad as it may be amended fiom time in time in accordance with the terms thereof. Cases Ofl "Cash of Issuena' cows, A items of expense i iacUy or indirectly payable by Or reimbursable to the City real releted to the augmrimiov, execretina and delivery of the Indenture unit the Mitsui We of the Bends, including but not limited to, sous of incineration and reproduction of daaunmts, cows of ruing agmaiw, filing that, initial fees end charges of Trustee, Res end charges of the City, legal fees and charges, fax and expeosea of consultants soft pmfesuonds, f and apmses of my finmpal advisor, fes all charges for preparation, ortion and safekegdng of the Bonds, and any other charge, cox or fa comedian with coewith the ieciginal sale, execution unit delivery ofthe Bolla, Credit Fadl'ty "Crothe Facility' meas my letter ofoeedi4 smety, bend, imurmce, stand-by boll pm4uee ageemmn or mho form of alit enhancement or liquidity support Issued by a fmmdal inwimtim or organization, iochi iog but not lanited to, municipal bond insurance and guamntia, all MY inclose any alternate edit facility, which Provds for paymem, in acmNma with the terns of such Credo Facility, of principal, premium aodbr interest an a Parchax para of my Parity Obligations. A Condit Facility may be comprised of two or more andilf ilitis lamed by two or more fnancialireimtiom. Condit Fadity Assessment "Cochin Facility Agrees era" maws, the agreement or agreements (winch may be the Credit Facility itself) between the City all the provider of a CrWit Facility, a originally samed m as it may from rima to time be replaced, aupplemmned or ameodad in accordance With the provisions thereof, jin iding far the reimbursement to the provider of a Credit Facility for payments oder such Credit Facility. and the imetat ca mn. oaw.axuanas.te 4 Credit Facility Obl.e "Credit Facility Obligations" means obligwom of the City to pay amoume due wJa a Credit Facility Agremnt, includ ag wimout limitatim amounts odvmxed by the govida of the Credit Facility as alit support or liquidity for Parity Obligedona and the inkrat domain, Cmraa R "Current Revenues" more, for My Nord Year or other period, au rets, fees and cherga receival for. and JI other lmame and receilas deivd by the City flow. the operation of Nc Wata System or wising firm the Water Spoon determined in exordancc with Centrally Accepted Aecoumting Pdnciplo, including JI atw, fes ser charges rxuved by City for the Wets System Service and the other sernm of Nc Watt System, all pmads of insuamme covering business intemtption loss relating to Ne Water System, investmot erecting, o wncmts held in the Revenue Fond and the Rate Stabilimlion Fend wed all other money howsoever derived by the City from dk operation of dic Wats System or arising from the Water System, but excluding Connection Fees sad refundable deposits made W establish wait most avmm or contributions in ud of anstruar. Cimot Revenues also includes Refundable Credits during the Period MY Prier Bmda rereaim outomoding. CVP con tra "CVP Contract" means the contract between the City and the Unita Sana Depwrmt of the Interior Bann of Reclamation. Debt Service "DOM Servird'rearm, formy period ofalculatiOR Ne sum of. (1) the interest scwJng during such peril on JI cutstmding Parity Obligations, waumiog Net JI outstanding Serial Parity Obligations we retired o wast la aid that JI outwmding Tenn Parity Obliginims ea proteid or paid from Malting fuer payments as scheduled (except to the stmt that arch interest is apitalisd), (2) Noe potions of the principal amount of all outsliding Serial Parity Obligationsmanung in such poria, end (d) dpro pomme; of to principal amount of all outstanding Tem Perhy, Obligations tapdrd in be prepaid orpud in such poria; ben lea (i) Nc ewnivga to be derived firm the mves m of moneys on dmosit in debt service heads ds esrabl shed far Parity Obligations and (d) lees the Refundable Credits received by Nc City after the dweon which Prior Dons aro no longer memanding; provide that. as to my such Parity OMigadons bearing interest at other Nan a fixed mit, the new Of intent used k Calculate Debt Service Jkll, for nd pnpow, be asemed to ben intact at a fixed rate NMI in Ne higher of arm wsraownp ins (i) the actual use on the date Ofalwlafion, or if such Parity Obligation is rot Yet outsmrMMg, the initial rue (ifamblishd and binding), (ii) if such Parity Obligation bas been mo muding for at Inst wave months, the average we ova the twelve months immediately gasping the due of Madam, or if surfs Parity Obligation ha not been oosmnding for the twelve poor months, the average rate home by refereaw to an index compueble in that to be Wi ined in demanding the interest rate for the Purity Obligmimm to be named, and (Iii) (A) if intact with respect to snob Parity Obligation is excludable from gross interne under the applicable provisions of the Interval Revenue Code, the most Moody published Bond Buya'Resenue Baad haree" (or consumable index if no longer published), or (B) if interest is Out m excludable, the intermit rate on dirxt U.S. haauy Obligations with wmpmeble metunta; provided further that if any seri" in issue of such Panty Obligations have twenty-five patent (23%) or mom of rhe aggregate principal amount of such saic or issue due in my one gate, Debt Service shall he detmnnal for the period of delamination a if the principal of nor intent an such aeries in issue of such Perry Obligations were being Paid tom the date of insurance thereof in matrimonially Must amuel maouom over a permit of twenty-five (25) years from the dem ofealwlatian; and provided further that, a to my Parity Obligations or pterions thereof baring no interest bra whish are sold u a discount end which discount aatcm with respect to such Pmity Obligations or portiones thereof, such awash value shall he no" as pnnvpd in the alwlation of Ded SV Mac sed that be demand due on the arhaduld redemption o paymad dues of such Purity Obligations; and pmVldd fimba that if a Quelifid Swap Agreement ha ban Mossi into by the City with respeot m my Peary Obligattow pupoaed in be iaued, the Marat on such Parity Obligations during which payments ere to be exchanged under the Qualified Swap Agreement Shall be determinist for purposes of Mandating Debt gieviw by adding: (1) the mount of Debt Service m he paid by the City a interest on sweat Peaty Obligations during mobs period (daenained as provided shove) and (2) the tie[ amount (which may be a negative amount) to be paid by the City under the Qualified Swap Agreement (after giving eBeot to payments to be made and received by the City oder the Qualified Swap Agreement) during much pend, and for this purpose my variable rate of inment agreed ten be food under the Qualified Swap Agrexmad ehal be deemed to be the nae at which the relud Additional Panty Obligation bearing named at a variable arc Gall be aammnd to beer interest; and provided further tut if the Panty Ohugatoas w orroc Punct Obligation, the inhered ate on such Panty Obligation shad he the raulrit linked ate or the infective find Maraat ate b be pard by the Citywith rvpar to Such Panted Obligations; and on wsaoasu. 10 provided further that the amount on depait in a debt cervix reserve fund on any date of calculation of Dein Swim shall be d duped from the amount of prinapal due at the final maturity of the Parity Obligations for which such debt sconce reserve fiord was established and to the anent the amount in such debt semov reserve fiord is in excess of such amount of principal. such ams shall be applied In the full amount of Principe! due, in each praedmg year, in demanding under, umil such amount is exhausted. Ends "Engivw" means my mgincer or firm of engineers clomfied in enginxrieg meter relating m water systema, who may, but need not, be an employes of the City. Event of Default "Evera of Default" means an event described in Section S.01, F rmciel Newcomer "Financial NewapapW' mew The Wel Saw Journal or The Bond Buyer, or my Other newspaper m joumd limited in the English language, publishing fiwnctd news and gelated by the Trustee. FiscalY a "Flax! Year' means the twelvo-month period tmninafi g on lune 30 of eah your, or my other mons meoundng period hereafter seleraed and dasitmeed by the City as its Race Year in accordance with appgxine law. y®aafl A dA Pn 1 "Gmcdly AaeplM Accounting Principles" mew W udfonre accounting and reporting Members set forth in publixtiaro of the Amencan bostiMe of Cenifid public Accountants m its mcuesor and the Governmental Acwunting Standards Bored or its successor, or by my other generally social authority on such Procedures, rod includes, as applicable, this Stmdands ort forth by Its Finandel Accounting Standards Board or ib m000ssur. Cm Sogivitift The tam "Govicement Se untlm" mem (a) mh (filly iasmd by the Federal Dryosil ha mmx Coryondoril (b) direct oblivious (ober than an obligation subject b variation in prmcipd repayment) of Bur Udted Sime o[Ameix ("U.S. l}u ry Obligation"), (c) obligetiov fully and unconditionally g umeshd as m tlmdy Payment of principal and Interest by the United Storm of Amnia, (d) obligations fully ad unconditionally guanntmd as to treaty payment of Principe! ad interest by my agency Or imUumevWity of the United SUtn Of Ammim when met obligations ere beaked by the led fabh and alit of the Umed Stem of America, or (e) evidences of ownership of ProWrtlo"•n^ interns in future iassets and pneupd peymeoU m obligatiw described above held by a bank or trust company Or custodian, arch which the owner of the inwi men is the red perry in interest and has the right to pmxed ore w.r min directly and individually against the obligor W the underlying government obliptiom eon not available to any Person chiming through the cuirodian or to wham the conciliate may be obliptd. HOIder "Holder' mems tiny person who shell be the registered owner of any Outstanding Brand. Intlevendot Certified Publig Aegsioutput "Independent Cutifid Public Acmuntmt" mems my entified public aceountmt «fism of such accounlents duty licensed usd rntided m Practice and practicing in such under the Is" of the Slue or a mmPuablc succor, appointed and paid by the City, but who, m such of whom - (1) is In fact iadependent according to the Statc nmt of Auditing Standards No. 1 and out under the don tentim of the City, (2) doss not have a substmfial finandal inmaem, direct or indirect, in the opwtima of the Cil, uW (3) is not comucaud with the City as a mamba, officer or eraployee of the City, but who may be regululy retained b audit the accounting i sores of nut mete repose thereon to the City. Wmnne "mdmtme' meaner this Indmtme, deed u of Imuary 1, 2010, berwem the City Rest the Trim«, or originally exerud and as it nay from time he time be nmatdd m eupplmmtd by all Supplemental hdmomea execWd Pmurent to the provisions home(. lommofim Saeie® ' farmetion Swicea" n wen Fiwrdal mmrmefiom mc's "Deily Calle Bend Servi«;' 30 Mmtpmay Strad, Wilt Floor, Jersey City, New Jersey 11302, Attention: FAilar, Kermy beconsadm Swim' 'Celle Bmtl Swice." 55 Boned Street, 28th Floor, New York, New York IOno4; Morey's mvenna Serve« s'TtuoidPal end Oovemmart" 1 World Trade Coosa, 250 Ommwim Street, 23rd Flom, New Yoh, New Yoh 10001, Attmtlom Municipal News RcPOVS; and Standard & Pea's Comurdon's "Celled Bead Rece d," 25 Broadway, 3rd Floor, New York, New Yoh 1000 1; or, in accordance with then cuwmt gendebrra of Oro Bncmilia and Bschanp Comm m, such othn addrnsa and/or such other services providing mfmmuwn witty respect to eaBd bonds, or such services as the City may desipete in a Cetifi«te of the City delivered m the Trsutm. ._� "Iroman«Comsuheot"mew owwa:sawrao.ro (a) the Rist Meruga for the City or (b) my inenenu mvultmn or firm ofinownu a malgms gmerelly rseogmed to be well quelified in unman" ennobling menus relating to enter and other municipal Symms, appointed soil paid by the City, end who in Mob of whom - (I) is in feet indepan t ad out under the dmnmetiou of the City; (2) don not hoe a subagnfid fivndel interest, dem or iodrm, in the Operations of the City, and (3) is na connected with the Cty u e muncihnrmber, officer, or ernployas of the City, but unity be negWwly owinud to meet reports to the City. boast P Dee "Interest Paym el Dile" mem; undo respect to any Series of floods the mnndng 80 forth to the SWitionmml Indenture establishing the terms std provision of ma Series of Bonds. Issuing Ingnum a "being )rngtrnmtmt" mans MY iudmmrq true agreement or other instrument or agreement tenor which Oblinelions are ismnd f&1 "law" notions We City of pram Municipal Mprovemmq Revenue Bond haw, being Article 7 of Divmm 2 ofChaptu g of the Mi nietpd Code oftbe City, a muted und es it may Bon lime to lime be ayser dN. ill "Mddmmce end Operation Cosrs" mesna the ressonable aid moomery roam paid or hmnred by due City for musaming ad opemdng the Witter System, duvmisnN in eccodmas with s7merelly Aueyted Accounting Principles, including ell ressumbe expenses of mmageunmt aud rc*r aud Oder mp nasemuy to maintain aud preevvc the Witter System in fund FcPW end working order, sod un fl ding dl edminimerim uses of Na City rhu ere cLerned duouly Or eppodiuetl to Ne Opmtion of the Writer System, acts m whoa ad wager Of anployen, ovuheud, teen (if my) eud insurance institutions, end including all oNa nmsmmble aM necessary map of the City or chains required to be paid by it in comply, with the pore ham( am^L u Compensation reimbunwrtmt and indemdficetion of He Trans: and lass and apcaaes of lodepmdeat Citified Pubfic Acotudmq end Engineers; but eneddiog in Al Oasis Debt Savin, detuessaon replmenmt sed obsolevicenu chafes or reserves therefor end mertivsion of mongibles. mS WW.NOmWoU Net Content Revamp "Net Current Rermues" mean for any Fiscal Year or atter posted, the Current Revenues during such Fiscal Year or period Ises li) the Meintmmce and Opmation Cosh during and Fiscal Yew or period, and (ii) for each Final Yeast or period me sum of all amour required o be paid under me 1993 mdmnrre for principal, moment, reserve fund and my other debt service requirements an the Prior BmMs u the same become due and payable prior to the deposit of fends the der into thesurplus Rod held tortuous to the 1993 Indenture. Net Proceeds ,Net Proceeds" mew, when used with mpcO to my cerdemmton award or with respect to my insurance pmreeds, the amount of such mndemnmion award or auch iommum tarda mmalning after payment of all expenses (including attorneys' fm) teamed Do the collusion of such swum or such proceeds Nm Re moa "Nm Revenues" mean for toy Fiscal Year or odtar paring the governess during such Fiscal Year or paned leu (i) the Maintmmm and Operations Costs during sum Fhcal Yaw os period, and (ii) for ouch Fiscal Years or plod the sum of all amounts required to be paid under the 1993 IManture br principal, ioemt, asperse, hood and my ober debt servicer raquircrnmts nn the Prior Bonds u the same bcmme due and payable pros to the deposit of hands thereurdw into the surplus fund held moment to the 1993 Mormons. 1993 Ind "1993 Indenture" mean me Warturq dud as of August 15, 1993, between the City and The Back of New York Mellon Tenet Company. N.A., we successor means, as harctofore wended and supplemented, and u it may hem time to time be wended or supplwwd museum b the provisions dcreof. 1998 Seise A Bemd6 "1998 BmieA Bondi' mems the City of Frome Warm System Revenue Refunding Bonds, 1998 Seim M in ma original principal amount of 531,935,000, usual by do City pursuant to the 1993 m lcndma MOVE dour "Obligations" mean (a) obligations wob respect to borrowed money and indoles bonds, notes, low, Cannum or omw evidences of indebtedness, installment purchase peymmts ondw any antron, and lease payments order soy firuncmg or Wind lase (determined to be each in Menomonee with Generally Accepted Acmwing Prumples), which we payable teem the Revenue Fund, (b) obligations to replmism my debt service owe had with respect to Obligations ofthe City duwihed in (a) above; (c) obligations scared byor payable from any of Obligations of the City described to (A) above; (d) obligatims payable Som me Revenue Food and entered aro in connection with, relating b, or othvwise saving u a hdge with rmpom to, seas w.rm461111010 an ob"Pere" dmaibed in (a), (b) or (c) above ueder (1) my contract providing for payments based on levels of, or chance in, interest rates, ctsrteaey aciunge rata, Work or other indices, (2) troy mrrtrmt to achutge ash flows or a series of payments, or (3) my contract to hcdge payment, anrmcy, rata aped a Similar exposure, including but net Itetited in interest rue swap agreements sed mlaat rete cep Agreements; and (e) Credit Facility Obligmons. ODilrOAOf obJW "Opinion of Contend" means a writsm opinion of Worried of recognized national slading in the field of law relating to municipal bands, appointed ad paid by the City oatilandiaa "Outatmdiri&" when used a of my pudala time with tef to BOMB, mega (sobjectlo the provisions of Section ].02) all Honda except (1) Bonds therecifent ra teedlM by the Truuce or mmmdaed to the Trusts for cancellation; (2) Bonds paid or dwrtd to have been paid within the manning of Section 9.01; and (3) HOMa in lieu of or 1n mbstitution for which other Bolls shell have been teemed, issued and delivered by the City purnewit hereto. P 'red Obliessio "Paired Obligetioni shall may my aai n (or portion therm0 of Parity Obligations designated as Pained Obligmone in the lacing Wmmmt mthaizing the iamance thessi which nor 3i Wtetmusly issued (a) the principal of which is of eglW amount maturing and in I e sedeenud (or cancelled after acquisition thereof) on the awe dna and in the same woums, and (b) the honest noes which, taken mgether, reardl in an irrevocably dead interest one obligation ofth; City for the onew ofmch Pahl Obfisphow, Parity Obligation •'Parity Obligmow" mww (a) Bonds, and (b) Obligations which have a dim on Revenues on a parity with the Jim of the BUMS and which satisfy thc appfiable conditions of Article Ill. PermiBed I The tern •Permitted Invennnmb" meme my of the following obligations if nM in the extent that, at the time of making such ieve tment. they ere pamittd by applicable law: 2 Federal Hoeatng Admivimation dcbenoures. 3. The Bard obligations of Bovamnmt-spovaored agencies which ase est backed by the full With end sadit of she United States of Aroma: a) Fdcml Home Inco Mortgage Corporation (FHLMC) senior debt obligations and Participation certificate; (ecAdd we stripped mortgage securities which are purelmocl a prices eoceding their principal mwmts) b) Fann Credit System (fosmaly, Federal Land Banks, Fdeaal Intermediate Credit Burks W Bmks for Cooperatives) consolidated[ system-wldc bonds real none C) Fedeal Home Lam Ban" (FHL Burka) cosaolidetd debt obligations d) Fdeal National Mortgage Association (FNMA) senior debt obligniots and manpgPbarkd scs:mitia (acludW are stripped morspgo mcmnties which arc purchased at prices "ceding leis principal measures) a. Unmemsi certificates of deposit, time deposits, eM bailee' acuptme® (having maturi ies of no more than 365 days) of my bank, including she Tmsten and its afHfiates, she short -tam obligations of whicdt are rental "A -W' or barter by W. 5. Deposits the agpegaa women of which arc My m urN by the Peden] Deposit Imurance Corpordom in books which have capital end surplus of at lust $IS million 6. Cosmctaul paper (having original interaction of not mom than 270 days) rend at to rime of pumbase"A-1+ by SRP. 7. Money mestod rends rated "Ase" or "AAm-D" by SRP, or betla, which shall include funds fur which the Trustee. its parent holding mmpany, if my, or my affiliates as subsidiaries of she Trustee pmNde invenmmd dvisory or samogyment service. S. 'State Dblipfioes", which mama a) tarn gemma) obligations of any grate of the Uedtd Same of Amens or my subdivision or a8ancy thereof to which 0 pledged the fall herb next credit of a sate the maenad gmaal obligation debt of which is rad at last "A.- by SRF, or my obligdon Mly ad unconditionally guaranad by my sent, subdiviam or agency whose maenad geresel obliption debt is so tro(l. b) Direct general area -nam obliprosu of my sate agency or subdivision or agency themfdesm'bcd is (a) above and sed "A-li"by SRP. ore w.avousmto C) Special Revenue Bonds (a defined in the United States Benbuptcy Code) Of my two or state agency described in (b) above and noted "AA -'or Mtn by S&P. 9. Ptemfmdal municipal obligations notal "AAA" by S&P running the following mquirco mu: a) the municipal obligations arc (1) not subject to mdampnm prior W meMity or (2) the trustee far the municipal obligation has been given IFIVIO able instruction Conoeming their call and redenrytion and the imuer of the muvicryd Obligations has mvnuntod not b tedoom suds municipal obligations other than as w forth in such someenow; b) the mmidird obligation are secured by cash or U.S. Trcmmy Obligation which may be applied only to payment of the principal of, interest am prnniam on such municipal obligations; C) the principal of and interests on We U.S. Treasury Obligation (plus my rush in the me ow) hewer been verified by the report of independent citified Public aaomWb W be suficierd W pay in fall all principal of, intimi, and pmruitan, if my, due and W became due on the municipal ob(igtiom ("Varificetiov Aepon"); d) the cash Or U.S. Tremury, Obligdiom roving ewe seanity for the municipal obligations we hold by an thew agd or m m in bust fm owners of the Municipal obligations; C) m anbelitWim of a U.S. Treasury Obligdiuv sMl be pertained eampt with mother U.S. Tmmhuy Obligation and upon delivery of a mw Vesificsfim Repos; and f) the cash or U.S. Treasury Obligations we not available W mtiefy my ober dMs,i including Wose by or against the "sift or escrow agent. 10. Repmdum aghmnants: wild (1) any dramatic busk, Or domestic branch of a fomig Mak, the long rim debt of which is card LL least "A-" by S&P; or (2) my brokervdaler with'trsall ahsWmm" or a related affiliate thereof which bnvlaer-0eewli has, or the Iwmt wvhPmY (which guarantor the provider) ofwhich has, lang-tem deb riled at lar 'A." by S&P, which hooker -dater falls under We jsviedii en of We Saamfim fnvestim Protecam UO bon; Or (3) my oder entity rated m lean "A-' by S&P(each m'B gibie Provider'), provided thele a) (i) PermiROd Collateral aWll include U.S.'Rewsury Obligations, or minor debt Obligations of GNMA, FNMA or PNLMC (no Co11LLadimd hmsgg obligations 26311 be permiAal for these prodders), and (d) eolladand levels mon be Y Ieast 102h Of the WW principal when the Collateral type as U.S. TeamrY Obligation, 103Ya of the ectal principal Omwaamrvwm Whim Cc Collateral type is GNMA's std IWA of Me and peie ipal whin the collateral type is FNMA am mi adc ("Eligible Collated"), b) the tastes or a Mind party acting solely x agent Matemm or for the neves (Ore "CuvtaMan'T has possession of the ealluderm or the mEataal baa baa transferred to the Custodian in ecmNance wins appliesba state end federal laws (otter Man Syntaxes ofentnes on Mo tranefori books) and such collateral shell be marked to market; C) Me mlmteal shall be instead m market on a daily basis and Me provider or Contestant shill send moeWy reports in Me Trustee and the City so ng Mnh Me tyPa of COOeteral, the collateral percentage required for that mllareral type, this distinct value of the collemsW an the valuation date sn the name of Ma Custodian bolding the colWmel; d) Me erpachase egaaneN stall areae and an oporioo of eouasd shill be nndand at Me time such ealretnV is delivered Mm the Custodian has 0 Perfected fort Priority smsity transit in Me collated, any substituted collateral an all proceeds themof, C) the repurchase agrament sbdl provide that if during as terra the pmvide's ending by S&P is willicki or responded in falls below "A-" by S&P, the provider mart, notify the City an Me 0kustm within five (S) days of taeipi of such notice. Witten ten (10) days of reeeipt of suns notice, the provide Mel atv: (i) Provide a venom Sentence, (ii) paid Eligible Colletml, or (fit) uvgn the ageammt m an Eligible Provides. If the Provida does Out perform a raoedy uiMtr ten (10) bourns darn the provider red. a the direction of the testa repurchase: all collateral and temmme, the repumbass egasorn4 with an Many or premium in the Cityor Merruaree 11, mvatmmt algamesus: with a domestic or foreign bank or coryonuan Me long -atm debt of whidt in, in Me aax of a guaranteed coryoreuon Me lonWtetm debk or, in the case of a moraine firmed guaanty, imaranm company, cla®s Paying ability, Of the g tOr is razed at Imrt "M." by S&P (each an "Eligible Providej; provided Mar a) intnew paymmu arc m be undo to the mute at time end in amounts as seminary m Pay debt oma (m, if Me monumental squattest is for Me cmamx:um fund mnabamion draws) On Me Burda: b) Me trvaled furls m available for wiMdnwd withmn Malty or Ptmtium, at any time upon sol nae than seven (r) days' poor maim; the City and Me frstme agree to give or crux to be given mum M u comm with the Isms of Me invowmt agrease t x so to receive fiends Maamder with no penalty or prmeom Pod; maw.waveeo C) the provider "I send monWy reports to the Tmcto SM the City $Ming foM the balance the City m Trustor has ftwMW with the provider vW the amauotS a dates of into M scomnd and pod by the provider, d) the investment agreement shall pate that is So unwulitiorhal and gmenl obligation of the provider, aha is Out mbordimted to my other obligation Of , the Provider theamf or, if the Provider is a berth, the agrnmtrnt or the Opinion of counsel shell cote that the obligation of the provider to mhc Payments thetmnder ranks Pad Peau with the obligations of the provider In its other deposltOR Sort its Other mNCare) and uusubmdinated e) the City and the Tru4ce shall receive an opitdon of dommlic contend N the provider that such inveavernt agreement is legal, valid, b)Mhtg and erhfOmcbla aping the provider in incandesce with its toms; f) the City and the Tmsta shill receive an opinion Of foreign counsel to the Provider (if applicable) that (i) the invesunent agncnmt has hese duly authorizcy mcmtvd and delivered by the Provider and coackutes the legal, valid and blinding obligation of the provider, anfommble against She Provides in mcordmc with IN tame, (b) the choice a law of the state ac faith in the finvit at appointment is valid under that country's laws oat a Cam in such country wauid uphold suds choice of law, and (c) my judgment rouemd by o mart in the United States woald be recogrtiand Said atfacmble in Such country, g) the invecrnmt agrecnen shell provide that ifdming its tam: 1) the provides Wring by S&P We below "AA--", the pmvidm shell, at is option, within ten (10) days of recent of publication of mrh downgn h; either (i) pavide a wriven guaonm (ii) poet Eligible Collateral with She City, the Tmstee err a third pony acting Solely a agent therefore (She 'c Wian'7 free and clear of my thint party lines or claims, or (iii) assign the agremhset in an Eligible Provider, or (iv) repay the principal of sod awned but unpaid IatCRV On this InVapnalt; it) the Provider's Ming by S&P is within" or suspended or fella bebw "A.", the provider mon, at the decision of the City or the Tmatee, within ten (10) dap of receint of ouch threainn, repay the PdeciPal of and accrued but unpaid interest on the investment, in dthaace with eco pmdty, or p = to the City or'15tahae h) in the even the provide is requited to collataal¢e, pamipW colWerat Shap include U.S. Treasury Obligations, or Sudor debt obligation of GNMA, FNMA or MLMC bw collateralized mortgage obliganota shall be permipd for shoe providers) and collateral levels mW be 102%of the 00 WW 2a68738*la hotel Pdvcipai When Me collateral type is U.S. Treasury Obligations,103% Of Me out Prorated when Ne collateral type is GNMA's and 104%of the tout ginopil when Me militmN type is FNMA and FHL C C'FTi®ble Collateral"). In addition, the collateral shell be, vurked in maker on a daily basis and Me provida or Comedian a1W1 send moodily reports to the Trustee and the City telling fond the type of callaeral, Me collatae paeenlage rWuitad for that collateral type, the maker value of rhe collateral on Me valuation dere and Me names of the Comedian holding the collateral; it Me inveammt agreement abet made and an opinion of weasel shell be rendered, in the event collatael is required in lies pledged by the provider under Me tains of Me investment aPleanan4 at the time such wllataal is delivered that Me Cumidian hes a peifmutl frac prionty security interest in the wllfitml, any substituted collateral and all proceed thaooe, j) the utvestmmt Agreement mart Provide Mat if during its tam: (i) the Provider shall default in its pryment obbgatio e, Me aevida's obligenow under Me Investment agreement shall, a the direGion of Me City or Me Trustee, be acesDerated and womb invested and awned but noted interest Memo shall be island to the City or Trusses m apgopriate, and (ii) the provider shall become insolvent, not pay iii debts m thry, become due, be declared or petition to be declamd badmuq, etc. ("event of ineolvency7. the provider's obligations shell mmmanostly be aweWaled eel Wowrs invented and xautd but unptid interim Macon diel be repnd to Me City Or Trustee, as apprommN 12. Venable tae demand bonds issued by Ceifomie load agencia; 13. The (ural Agency, lnvenmmt Fund; and 14. Such Otho inveamentsas are specified in Writem Request of the City, I?Tinclrial painnern pale "Privdpl Pnyoaa Date" mean with respect to my gala of Bonds the meaning set forth in Me Supplanmtal Indenture establishing the tow said pwviaora of aa:h Sala of Bonds. Poor bond "Pam Bonds" morns (1) al bonds and other obligations of the City issued and outam(mg Pasuent In Me 1993 Iudentum mW (ii) Slide Wens. P>o'a "Projwt, mess my additions, aberrations, or improvanmb, including the design and mgimering Mermf, W %e Water System finmced with the procmd OfBaMs. onsw,uuOenm.no Proiect Costs "Pmjmr Cate' eocam all mus of payment Of, or reimbursement for, the engineering design, cmemorion, mt"Ima. installation, proviskn, admwsrmtion ad finmcing of a Project, including but not limited to, engineering and in tsllauon memgmtmr mats, admihimretivc costs and Capita expenditures relating to finning "yeomen, com of avmdng fnsi Idity, mVironunnmml and other reports and interest during the period of construction and iatslluim Of the Projmf OtalifiN Swap Am mnmt "Qualified Swap Agreanmt" means a mmrmt or Agreement, having a lien on Revenues on a panty with the lien of Pasty Obligations sad satisfying the embriom of Section 3.06, intended to plain Panty Obligatiom m do applicable investments on dere intent rat% cureney, cash Bow, or other basis desired by the City, irmlding, witbom limitation, my kmrest rate swap agreement artmey swap agreement, forward payment mnvennion agrmmmn OT formes Wroo t MY mpnae providing fix payments bred on keels of, or changes in, mtmen eta, OwrmcY "dome mm% stock or other indica, my Commit m mdumgpe mesh Bows or a series of payments, or my conbee, irncloding. without Timis ion, an interest rale Boor or cap, or m option. Put of ell, to hedge "ymmt cmr y, rat% spend Or smiler exposure, between the City and a munmryarty. Rye Stabilioni Fund "Rate SWili;t ma Fund" mew the food by that name atsblished pumuam By Sarion 4.04. Retina Aamua "Rating Agmci n' mems SteMW & poor's parings Saviors, Mcody'e Inver ms SerVlm vW Fitch Inc, bur, in each instance, only m long as such rating agency main sins a rating On dw Bonds. Rebue Certificate "Rebate Certificate" mew the Rebore Certificate armchod to the Tee CeniBoste delivered by the City u the time of the issueme and delivery of the Bonds, as the same may be acme ed or su"lemmtd in sw mdave with its tots. Record Dam "Record Date" means nbe fifteends day of On month immediately preceding an Interest Paymw Date, whether or not such day is a Business Day. eanwsraana0.la 17 Rcfiudable Cmd t 'Rerhdsble Credits" mew the amounts which ere payable by the Federal govetnrslmt miler Section 6431 of the Tax Cdq which the City load m reactive under Section 54AA(g)(1) ofthe Tu Code, and which Mete to Parity Obliptimis. Refern ins Parity Oblinea "Refueling Parity Obligetione" meeus Parity Obligetimu issued far the purposcs real satisfying the editions cot foM in Salim 3.05. R [eticr "Repomtenon r.«.." move the later of apmmetion, dated the date of haulm of the Bode, to The Depository Tran Company, New York, New York, farm the City relating to the Bods. Resin eFede "Rama Funds" minas, collectively. to Comma ms FLd aril ReaSeparate Raave Food. Raine Rau rant "Reserve Regdremmt" mew, collectively, the Common Resme Requirwmt and Separate Reserve Raryvemmt. RRgymi; "Revenues" mans Current Revenues plus deposits m the Revenue Fund fiom mounts an deposit in the Rale Sibilierhon Fund bot oNy on and in the intent specifiW in Saban 4.04, law mmunu lrwfpsd m the Rete Slebilic tion Fuad. Rcvauc F d Section 4.02. "Revenue Fear" mints the fiend by then come estabbalW in eccoNmce with Securities Damomitorice "SeceVtim Depoailonei" memo: The Depmimry Trust Company, 55 Water Shat, 50th Fbor, New Yoh, New York IIXg1 W99, Ano: Call Notification Detrainment, Fax (212) 355-7212; or such other a&bnera medlar inch other eecvdtia donerhorice a the C'ry may dai®etc in a Catifiwe of the City dclivmd to the Twee. gw=ft Rearryc FU "Sspmate Ramc Fuel" mems a reserve fiend if my, maid puraann in an booting foao-ummr two Seim of Bala, that nation Wrt ofthe Creast Reserve Fed. aaw�saossmt4 is Sonoma R R "Barite Reserve Recti anmf' memo Me eequiranmt ad forth in the lasuing W mt establishing to Sepmm< Rserve Fund. genal Obliamone "Serial Obligations' memo Mligenons for which no Sinding Food hosallorea am esabliand. Sdal Panry cittwioru "Serial Parity OMigdnne" mma Serial Obligation which arc Parity Obligmioa. Scrim 'Sema' mem Obligattom iwu d at the some time or sharing more otha cononon tem or Neneaivtic end designated in the laming hammed pammt in which such MblIation wem issued a e separme imue ortms ofOb4gaisie Inking Fund l Jho 'Sidding Fmd Irualbnet" mmns, vrith respect in my Term Parity Obligatioa, Codi moon[ an dsigaaai for meet Tam Parity Obligaioa in Ne laming hezanmt authorizmg Me ism m of Such Purity O6ligatioa requiring paymmta by the City form Me Revenue Fwd In be applid m tie prominent of such Parity Obligrom, on ad prion to the rated menuiry tlme Sam(. gas "See" income the Snae of iforme. Std "Sate hums" mea Me (i) Conhact Intention Me Some of California Department Of Water Raanm and Me City of Free for a Omand Water Recharge CoaSmction Lam mder Me Water Cweuolml Bond hew of 1988 ((2owact No. E9a002, ucwtd on February 22, 1993), and the (ii) Wan Cold ect (Linn No. 0-817-550.0), dated as of March 1, 1992, baweco the State Water Room es Comml Board and the City ofFieaao. Subadc 'Subusiea" mean, with rspea to my Seim of Bondy a portim of the Soda of such Serie Wmtified an a Bubavies in the Supplmsmtd Idmwe authorizing such Bens, which Bods may bear unmet m a Whom[ me or bad on a diR ort interest rate determination method or Otherwise have [emu ad editions which wary from udar Bade of osawa,amaauoio 10 smh Series, ell to the extent goonded in or authorized by the Swplemental IMenture authorizing such Saiw of Bonds. Supplemmalind tone "Stpplmemd Indenture" mew any initiative Nen in fall from aw elfw wood hes been duly examen and delivered by the City and the Trvmx mandatory hereof or supplmmW harem; but only if and to the extent that M& SupplmenUl Indenture u specifically authorized hereunder. Smoloa Fwd "Surplus Fund" mew the fund held by the City pmumt to Swim 4.03(4) M1ermf. Tenn Obllgmiom 'Tam Obligetiom means Obligation which are payable on or before their spmifiid maturity dm s from SiNtmg Fund mstathrmta mublished for that purpose and W Wetm m refire mrN Obiigmione on mbamre thelr spepified mmritydmea. Tam Puity Obl'gahon 'Tenn Parity Obligation^ metre Term Obligation which are Parity Obligation. TmtP 'od NUR 'Toot Period Net Revenues" mew, with napes to the issuance of any Adi itianl Parity M800010, the mmimm mom of Not Ravenna fm ethcr the prim Fiscal Year or my eo edw1w twelve month period during %e eighteen momha inumdiaW y preceding the issuance of such Additional Parity Oblipttons. Td Wind NCument 0. 'TW Period Net Current Revmum" mens, with respect m the imme" of any Additiorw Panty Obligmon%the maaimm mount of Nd Chmem Revmuea for eitherthe prim FisW Year or any mo nae five twelve month period dining the eighteen mantis immedimely Prowling the is w ofmch Additional Parity Obliption. Trwx "hu tW mems no Book of New Yah Mallon Truer Company, N.A., or my other bank or room company which may at my time he mdnfimed in its place as provided in Section 6.01. onawmla'YAO.d 20 'R003 Series Bonds" menu the City of Fresno Water System Revision RCPonding Bonds, 1003 Serum A. un Ba original principal amount of S I6,155,Bo0, issued by the Citypimmant to the 1993 ]dmnve. Water System "Water System" mans all fmilities for obtelnin& consevin& heating and supplying Of water now owned by &a City ad ail other propmtia, strveums or works hash, acquired and maeaucid by the City ad determined to be a part of &a Wmer System, mSm W with all additions, betmmhenld, asterion or impmommu to and fardinine, properties, s UmmrS Or works or my pert thereof hvwfler acquired ad emaaucted. Wamr Svstm Service "Water System Service" mumu she weer conveyance, treabnem and supply service famished, made available or pmtoded by We Water System. WrmcnJWmcarQfftCi "Wham Rryu A Of the Ctity' means an immmhul in writing signed by tib Mayor, City Mmager or Controller of the City, many older authored office for the City dmgnebd in writing to the Tmatx SEMOfd IAL Eoud Semnirv. In mmideutwon of the emegmnce of who Bonds by the Holden thereof, the Indenture shell be dammed on be and shall metimtc a moms between hhv City and the Holders from time to Nme of ell Bede euWonud. <xnoutd, iuud and delivered hereunder ad then outstanding to aecure the full ud find payment of the matron on and Principe of ed redempdm premium, if any, on all Bonds which may from arae m time be mdwneed, aerated, ismd and delivered hiffmdu, subjmt m the agramnenm, conditions, mvermas and provisions contained hewn; and all a®cenhmis ad mvemme ere fond herein to be pufoued by or on behalf of the City shall be for the Nuel ad prupodoate benefit, protection and snowily of dl Holder of the Burda without distinction, prefereaae or priority u to smaity or Othe rsom of any Beds over any other Bods by ruson of the mmtbar or data W for the time of athorimrim,side, us:cudon, women or delivery thereof or for my muse whetwcver, asap a aspmvlysio vided hmvinor dW m_ an waammnmio ARTICLE II ISSUANCR OF BONDS SEMON 2.01. Authorization and of moss of Bonds. The City has seviawd all Pos"o iogs heretofore taken Ostrava W the submission of The Bows and has Wmd, as a r=at of such review, and hereby finds and det a niva that Al acs, mndifions and things terminal by law to exist, to have happened and to have been puforesed precedent to and in the ismena of the Bonds do exist, have happened said have bass performed in due time, form and memef Or [squired by law, and that the City is now, duly sodomize, pu.sumt W the fsw, to isaw, the Bonds in de farm mat mama provided harem for the purpose of providing funds to Pay fm and contract the Project and duet de Bands shall be mOOd W the benefit, measures and security Of the provisions hesof. SECTION 5.02. Timor of %a Bonds. The Bonds of ears Series shall be diad Ouch dile, shall be inslsad in suds denominations, shall bass interest at mars rate or re= determined in such manner and payable at such intervals said shall mama and hemmer payable on suds date Or dales not in such year m years, and may he subjad to rdernpdon, Imdur and purchase on sada terms, = may be detdm Wed by the City at the time of assume Iheracof, all as shall be ad ford in the supplemental Indent osebliahing the turns and provisions of such Srei=ofBmds. Unless Otherwise Provided in the supply w IndmM delivered in mmaam With Suds series of BOtda, the Bows of =du Suit shall be initially registered in the name of "Cde & Co.,' os rumina of DTC and shed be evidenced by ore or mom band mtificves far ears Sones of Bows in the low aggregate principal uOount of the Bows of such Sena. Ragislard Osmemhlp of any Series of Bode, or my portion deed[ may not thessafler be trawfered excgn as set forth in Secdim 2.10 beef, or in the a=sst the use of DTC is discontinued, in a=m m with the provisions are farm in Stttim 2.04 hereof The priadird Or redemption price of a Series of Bends shall be payable in lawful money of de United Stem of Ameios at the principal corporate trust olRce of the Trustee or at suds other lowtim On shall be specified in the Supplemental Indmmre establishing me Tmee just Pmvi®om of inch Series of Bonds. Payment of the internal on any Bond shall he made to the peen whose name appose an the bond milimaOon books of the Tmuce as the Holder dsaeof an Of the Raord Date preeedine sed Interest Payment Dec, such interest to be paid by cAak mailed by fie class mail 00 the applicable pmerat Payment Date to Oso HnWe at his address as it appeal on such registration broke; provided fat each interest shall be paid by some tranafv to an woman, in the United stet= for my Holder of ad least 31.0011,000 in aggregate psinapd emmma ofHOM of riy Seri= Ifthe Holder rake a written refund to the Trustee on or prior to the close of businas On this Renk Due priding such Wtesent Payment Date specifying the a=ovn[edds=s. Any suds internal out m punctually paid Or duly provided for with sestet W my Bow Shall forthwith came W be payable to the Bondholder on such Ransil Due and slash be Oil to da Pressure ho whose wee me Bow is regeecd aT the done of brain=s on a speaad soak dee for the payment of sues defmltd interest W be fixed by the Trustee, nofice whereof Om wsjsessms 10 to be Over to the Holden of mob Bonds as ser fond in tha Supplemental Idenooe ombbsbiag the terms and provisions am& Bonds or, if not pmvided thmin, notice whaeofto be given or the Holden of such Binds not Vass than lm (10) days prior to such special record date. SEMON 2.00. €apation of Bolls. The Mayor of thc City is hereby awhmiud ad dinged to meome each of the Bolla on behdfof the City and the City Clark of she City is hereby authon>ed and dirematl to mune iP each ofthe Bonds on bebalfofthe City. The almanacs of such Mayor and City Clerk may be by printed, IitMt;nsphad or ene,aved by facsimile reproduction. in case my officer whose sigru sere affs as an the Bonds shill cogs: to W meh oBtec before the delivery of the Bolla to the pumhstar thareot, such signaare Monti nevathcicss be valid and sufficient for all purposes as if such officer had romaned in office until such delivery of the Bonds. Omy throw Bonds bearing thrrcon a canificate of mtherfi®tion and 14stration in the form haeirbe[ore tai[d, exeamed a mudly and dad by the Truaee, shell be entified to my bmefiS potation or security haeader or be valid or rbliganory for my purpose, and such ecabfieae of the Tanen shall be concwive evidmce that the Bolls m authenticated and registered] have baa duly aaltorized, examined, issued and delivered hereader and are collided W the benefit. Protection and security hereof S94MON 2.00. Transfer and Pavmmt of ROD& Any Bonds may, in accmdatue with its tams, be trmsfmed or the book required to he kept pohawnt to the Provisions of Strohm 206 by the pamn in whose name it is regime ed, m pvsm or by his duly eutbormed attorney,111011 Inrrender of such Bonds for cancellation amompervd by delivery, of e duly uwaed written inmanmt of tran(er in a form appmvd by the Tmaee. \Vheneva my Bards or Bods ehml be surrendered for moodier, the City shall execute and the Trust« shell mth aticate and deliver to the transferee a aero Bond or Banda of the save Series and mthardy for a like aMcgae principal amount. The Truman shell require Na payment by the Holda FIXIM ing such transfer of my tax or cher govwmarro l charge required or he paid with respect or such trawler as a condition precedent u the areeise of Inch privilege. The non of prtomtg Bonds and any arrvioes rendered m eaperues incurred by the Treasons in mooation with my transfer shell be paid by the aty. The City find the Trmtte may dorm and trom the relearned owner of my Bonds as the abwine owner of moth Bods for the purpoac of rceiving Payment therm( ad fm all allow pupae, whether such Bods shall be overdae or not, and neither the City roc the Trunce shill be aRatd by or liable dm m my notice or kmwledge to the cortrmy, and payment of the inters[ an and pdncipd of and ra ompt m premium, if my, on such Bonds shall be mede only to auN registered owns, which payments andl be valid and eRatual m satisfy and discharge 0 liability on such Bonds to the entero of the sum or sans In paid. no Trustee shall net be required an ismer, register the transfer of or asebaage my Binds after a Recoil Due and on or prim to an Intros Payment Date as daring the parted a461irhd bythe Trace fm the selection otBords fm rd®prion, or to reguw the mafwof or excl mgr my Boric wbia have been relead liar redemption in whole m im pat, from and and the day ofmdling of areae of redemption of each Bonds, ora wmx nw.10 SECTION 2.05. FxMmee of Bon Bonds my he psrea at for nochmge At the office of Ne Tromen for a Ida aggregetc principal "amt of Bonds Of sone Sena and maturity Of other authorized! denominations, The Tmaee Mall require the payment by Me Holds reyuessing such "cbange of my no or anter goven menta chage mgmhed a be paid with n omItt to such "change a a condition preceded to Me exemia of such povilege. The «a of printing Bonds and my sernacs rendered or experma incurred by the Trustee in wmation with my "change shell be paid by the City, no Tmvlec Mall not be required to make my such "Menge after a Rowed Dem and on or poor In an Immour Payment Daae Or during the Period established by Me Trustee for the selection of Bonds for redemption, or to register Me exchange of my Bods which have been «hosted for rdevelmon in whole or in part, bases and after the day of mailing of meta« ofrademption of such Bonds, SECTION 2.06 Bed Redstmfon Bankx, no roue will keep sufficient books for Me registration and annular of the Bonds which WWI n all times be upon to inspatm by the City, wall open presentmon her such palmae rhe Trustee shell, ander such sanansble regulalimu m it may prean'bm register or transfer the Bonds N such books as hereinabove mrvdd. SECTION LY7. MailatedDevoured, Stolen Inst Bands. If my Bond shell became mainland the Trustee at the "pace of the Hold= Metal Menopon auMmti"te ad deliver a now Bond of like moor and number in "Mange and substitution for Me Bond m mutilated, but only also vurmdv to Me TOM= of the Bond se mutilate. Every mutilated Bond an MimdaW M the Trema shell he ancegd. If my Brod shall be lost, destroyed or stolm, evident of such loss, destruction or thea may be submitted to Me iYake and, if Much evidm« be sacubmary to the Trustee and indemnity satisfemury, to Me TmNm shall he gins, Me Truss, at Me exp=un of the Holder, Mall taMEWOn mdamicate and deliver, a ones BOM of like Inner and number in lis of all in mbsOmtion barthe Bond m lost, destroyed Or atolm. no Trustee may requim payntnnt of a reasonable tan for each new Bond annual mallet this Section and of the mules" which may be inserted by the City and the Tanta in the Prami«e. T YBendi Wurd"thepovldmmoftW SmtimthIiaofmy BOMallegdahe los, destroyed Or MOlm $lull be Nastily and proportionately mtiBed to Me hmefia of this IMentum with all Other Bolls of Me same Sana secured by Min lMemme. Npmher Me City not the Trustee Stall be named a nowt both the original Bond and my MWlicae Bond as being Outstanding for MY pale« b=eard", including had not limited In the pmpose of determining Me Principe) s smut Of Bonds which may be issued herawda of for the Purpose ofulmonsining MY Isamentap of Bods OWmmding haander, but both the animal all dWlieate Bend shall be moved as now sed the Santo for all farm. hereunder. SECTION 108. Tent Bothe. The Bonds issued under this f Sion m e may be MlQY named in temporary fres exchmgcabk for definitive Bonds when ready for delivery. The tromp wary Bonds may he pointed, lithographed or typewritten, Mel be of mob dwomimumen as my he do mmind by the City, $ball be in felly reeiat"d Tann srd may contain inch reform« to my of the Provldorw of thin lndmtum at may be appropriate. En"y tempary BOW shall be "coned sod euthenO"td u autlwozed by the City, m e«ndan« "n wmsrnrnra.,s with the terns of she Am If the City issues tmnperry Brands it will eamvte and tannish definitive Bonds AS soon as practicable and demotion the sempormy Bonds may he surrcndad, for cancellation, in exchange thaebae 9 the once of the Trume in Ins Mgdon, California, and Ne TeMON shell deliver in exchange fer mm lampsrmy Bands an initial aggegoe principal amount of definilive Bends of authorized denominations. Until so achmgd, the cardiamay Bonds shall be entitlN w the some bmefits order tor Ndentme an definitive Bonds delivered hemmhder. SECTION 2.09. Validity of Bonds. The validity of the iemana of the Bolls shill cwt be depcvdent on or affected in my way by Ibc proceedings taken by the City for the financing of the Project or by my contracts made by to City or in agents in connection therewith, sod Shall not be dependent upon the completion of the Pmjcm or, upon the lis f mince by my person, firm m arpormon of hu Or ins obligation with respect theMn. The recital comeined in the Bonds Nat the same we issued pursuant In the Lew and pursued hereto "I be conclusive evidence of tair validity and of the regularity of their ismancc, and all Bonds shell he incontestable Bmn and after Neu issuance. The Bonds shell be did in be issued, within thc meaning hmcof, whmwa the definitive &coda (or my temporary Sods exchangeable dwrefor) 91WI have been delivered on the purchaser thamf and the proceeds of note the sof mce ved. SECTION 2.10. apmull Co Book -Entry only f Bondy. (e) Ezapt as otherwise incAdod in subsections (b) and (e) of this Seetian, all of to Bonds initially issued Shell be registered in the mune of Code & Co., as nominee for The Depository Took Company, Now Yodr, New York ("DTC'), or inch other romance as OTC shall request pursuant to the Repesenrlion Letts. Payment of tlw interest on my Bond regimental in the tore of Cede & Co. "I be made on not interest payment date for such Bonds r the seemed. in the metmer and in the address idiatod in m puavent b the Representation Lamm. (b) The Bods initially shol be issued in the form of a single auNmticatd fully regietacd bond for each sated reatmity ofeah Bods, representing the aggregate pria dpni d a mat of the Bonds of inch mority. Upon initial isdtuwc, the Ownmhip of all such Brad, "I be regioned in to registration rerotda mninWved by to Trustee moment to Section IN harm( in the name Of Cde & Co., an woman of DTC, Or such other nominee an DTC shag rcqueat pursuant to the Repreaenlmon Lmsm. The Truaee, the City said my praying agent may hem DTC (or in vomtam) as the sole anal eardw ve owra of the Bonds registered in its more for the pupas of toyresd of the principal or redemption pia of and mtmest on such Bods, almnng the Bonds Or portions Neteof to be rimmed, giving my notion permitted or required to he givm r Holders hetmada, registering the traefm of Bmtds, obtaining any amort or other action In he hem by Holden of the Burda and for all other putposm whomever, and rWthe the Trustee mr the City or my toying same shall be Would by my notice to the commry. Neither the Troaua nm the Citym my paying agent N love my mspotuibibly or obligation be my Paddpant (which shill mean, for ptvposes Of thin Section, ee:umks broken and dealers, banks, trod Compania, dewing cotpmations and other Wastes, mine of whom directly m indirt0.lY mart DTC), my proson claiming a beneficial ownership interest in the Bonds under or dough DTC or my Poradpmt, or my other form , with reopen to (i) to 50'mmY of my records maintained by DTC m any Pamcipant, (6) the paymer by DTC or my OJUW t 60981111010 Participant of my anount in restrict of Ne pwnpJ or redanprion price of or insisted on the Bonds, (iii) any entice which is permittel orrequird to be gives in HOWers of Bonds hereunder, (iv) the sat m by DTC or MY Participant of my posses to receive payment in the event of a partial redemption of the Bonds, or (v) my consent given or other actin Odom by DTC as Holder of goods. The Truna shall pay JI principal of and pirom m, if my, and interest on the Bantle only at the dam, to the ametmm, as the ddressee mW otherwise in accoNance with IM Rapresmtman Otter, and JI month payments shall be valid and cffeive to satisfy My and discharge the City's obligations with respect to the Principal of arta Mernfum, if my, and interest on thin Bonds to the career of the sum or stuns an paid. Upon delivery by DTC W the Trwlm of wridan notice to the effect Net DTC has detmnined ro submerse o new mmince in plate of its then existing nomiene, the Bonds will be trmuferable to such new nommen in necoreares with subsection (f) of Nis Suction. (c) In the most that the City dimensions; this it is in the mem interstate; of the bmmfieild owners of the Bonds this they be able w obtain Md certificates. the Trustee shall, nine Written Request of the City, an notify DTC, whereupon DTC shall notify the Pmiaipants of the availability through DTC of bond mire ficstes. N such event. the Bonds will be m nsfemble in mw admx with suEmction (f) of this Ssrion. DTC may determine to &5=1111115 providing its service with sapmd to the Bonds at my time by going written mum of such discom < on dm City and the Truster and desdmrgng its rmpomibilitim with rupees shams wile eppliubk dew. In such most, the Bonds will he mo mfemithim aoeordmce with subsectim (f) of this Salton. W or DTC requests the City mW dint Tininess, to do m, the Tnrake W the City will cooperate with DTC in Using appropriate sction ether reasonable mom to arrange for mother memories depository, to maintain comedy of all cvtificam evideming the Bonds Nen Oummnding. In such event, the Bends will be transferable to surly securities depository in accordance with Section (f) of this Semon, and upon aha after the effedve date of such trmwfer, JI refersces in this Indmdm to DTC or its nominm shall be diamond to refs an such successor sdvities depositmy aha is nominm, se appmpsmte (d) Nmwithmarging my other Marmon of We LWmnae to dew mntrary, so long m 91 9004% Outmendivg are rcgmerd in the same of any nominm of DTC, JI payreme with mapaa W the Minolpel of and prey icon, if my, and interest m each inch Boyd and JI moms with manner In each such Bond shall M mate and gar®, rupsonswly. to DTC as Mottled in the Reprmmmtlm Iema. (e) In the event that my uawF or exchange of Bods is aothariond under mbsedm (b) or (c) of this Section, such timate. or exchange shall he accomplished upon ensile by the Tirmee from the registered owner thmmf of the Bonds to be transferred or cxchengd and appmpriak inetrums4 of transfer to the pemidd nansfaer, JI in amodmm with the applins k Movisioau of Sstions 10a and 2.05 b f. N the toss Hod catifimter am issud to Holders other then Code & Co., in summoner as Wo mm for DTC as holder of all tM Bonds, avoNe securiOes depository as Moder of at the Bonds, or the nominee of such successor s amides depository, the Mpvisiom of Sections iUe and 2.05 bermf shall also apply m, mnwng ode things, the regamfior, cminso a and briefer of the Honda and des method of payment Of Principal of, Mcmium, if my, ad interest on the Bonds. Onaw.maeaasnmia 26 ARTICLE W ISSUANCE OF BONDS AND PARITY OBLIGATIONS SRCfION3.01. O and Provisions fior 1 fBggk. (a) All (but ned: lone Nen all) of the Bonds of each Series"I be aauted by the City for issumme under the applicable Bond Lidemne and delivered to the Trustee and thereupon "I be euthmticatd by the Tmmta and by it daliv=W to the City or upon its order, but only upon the receipl by the Tonnes of the following Most (upon which the Truster may conclusively rely in dmmiioing whaher Ilse conditions prwadem for the issuance end auN ficwon ofsudi Sme Of BOWS have been serovell (1) A Wpy of this Indmtum, as amended to the doe of Na Initial dowery of such Sena Of BOnda, god a copy of Ne SuWhommod hi2mtpe auNorivng the W unW ofinelb Series of Bonds, which Supplemented Indennue shall specify, or provide for Ne spmficadon in a Writtm Rsquet of rhes City of. (i) the moutce of payment if my, for Ne Bonds of SUM Series Omer than Ne NC Revenue, (ii) Ne Sorin designation of such Bends; (iii) whether the BOWs of such Serie art to be divided into Substries cid the mouth of denigrating such Subserie; (iv) the authorized principal amount of Ne BOOM of inch Sma and ado Subania thereof; (v) the poposa for whirl such Series of Bands are being issued, whidr sbB be one of the purposes specified in Section 3.07 or 3.03; (A) the doe or roomer of doermining Me dee Of the Bonds of such Series and ach SubsWa thereof, (vii) the maturity doe or does Of the Bonds Of RICK Soria and arh Subsi hes thermfand the primped summit it of the Bonds of such Series or Subscia mousing on ach such tom erity date; (viii) which, if soy, of the Bonds Of Ones Series will WsutiNte Smal Obligations and which, if my, will cormiture Tarn Obligati0m; (u) Ne intent one or rale on the Bonds of and, Soria and ech Subsume thereof or the mama of detmrnrdng such interest roe or roes; (x) the Intwen Paymanl Dow for the Bonds of such Scow and arh Subscrice thereof or the tumver of weblishing such Interco Peymmt Data; (xi) the Adhmaed Duraminmoas of, eco the manna of numbering cid lenteris& the Benda of such Smw and each Subxn'a Ihermf, (xii) the redemption Fria or price, if any, end, subject m Article W, the redcmplion terms for the Bonds of such Seim and cion Subseties thareof, (xiii) the Sinking Fund Noellrmva, if my, for the Bonds of such Scow and Cecil SubmT1" thereof which coMtitrne Tem Obligations, provided Nat each Sinking Fund Installment, if my, shall hill upan an interior Payment Date for Ne Bonds of such Sena or Subseriw; (xiv) if my of the Bonds of such Sines, or my Sithicoe memod, t,,hote render indebtedrronq the tarru and minimal, including purhase print, fes Ne amcive by Ne Owners or Beneficial Owning of such Bonds of the purrhase and ounnion optima granted with respect to such Smile and Ne tams and Carel including Purchase Prion, upon which the Bonds of such Sale or Subscom will be subject to modatory tmda for p rchese; (xv) if 0u Boody of With Series on not to be Book-fmtry BOWa, a moment he such eBec; (xvi) Ne Mhostion of Me prxwdS of the side of such Series of Bonds including Ne ¢mourn, if my, to be deposited in Ne funds and accounts; oder the applicable Bond Indentum; (rvii) the toms of the Boody of muds Series and ach Subsidies NeWfeW of the orstiftale ofauthmtiation thump; and (xAii) the epPsapriate funds sed acmunh, if my, relating to much Sma of Botta established under a L SspplemasW bushel otswsumwnmio (2) An Opinion of Bond CoumOl, daled the dale of the initial delivery of coach Seam of Bonds, to the affect that this Indmmre, and the Supplements] Identae authorizing thc asuance ofsuch Sanies of Bonds, are valid obligations of thc City; (3) With reepmt to any Addipoml Bonds, the Tramm shill have received the certificate refard to in Section 3.00; (4) The SupplammW Indenture sbdl specify Whether an& Series OfB iraeca lbythe Commm Reserve Fund,aSepmam Reserve Fudmnort c Food ard, (a) if such Swim Of Bunds is secured by the Common Reserve Fund, an anow4 if necessary, sufficient to inama the C nr moa Reserve Fund to an amawt at loam stud to the Common Reserve Rmdremem with respect to all Bonds Outstanding upas the insurance of such Scrics of Bonds; and (b) if such Serie of Bonds is sacred by a Sryuste Reserve Fund, the Sepamr Reserve RegWrcmmt for such Series of Bonds and the mauirnoma of a Credit Facility, ifany, for rhe SWeratc Reserve Fund; and (5) Such mother doamena, mmmys and xavrince ae are required by the APPncable pmvalOm of Sanaa 3.02, 3.03 in Section 3.01 or Of the Suppleomal bdmmm su ;miring the issumm of such Series of Bonds. (b) After the original issuance of Bonds of any Series, an Bonds of such Senior shall be bound except in than of or hi substitution for other Bonds of such Series pursuant an Oa applicable Bond hdenture. SECTION 3.02. Additional Bunds. (a) One Or mune Series of Additional Boody may be island, authenticated and ddivmW upon original vermance for the putpoae of paying all or a Fannon of Pmjim Costa. Malitioml Bonds may be issued in a principal amowt sufficient W Fey such Project Coca, Coen of Wumce and deposits into the funds or Warner; required by the prevision s of the applicable Band Wenbue (b) The pracds, including accrued interest, of the Additional Bonds of each Sties shall ed applied simWtmwudy with the delivery of such Bonds as provided in the Supplemental Irdmmee outhosimag such Sties of Bands. SECTION 3.03. Refiring Bonds. delivered u (a) One or mine Series of Retarding Bonds may be ismd, auWmticmd real Fon ori ginal isa once far Be Former of refunding ell or any parson of to Oumanding Prim Boyds or Parity Obligations. Refunding Bonds may be issued in a principal amount sufficient to accomplish such rahmding including providing amounts for the Cosa of Issuance of such Refidin Booch, sod the making of my deposits into the fords and secrets regales by the Prevision; of the applicable Bond lbdmtum. (b) The procads, itwluding accrued interest, of the Refunding Bonds of main Serio shall be applied simultaneously Wild to defivery, of such Bonds in provided in the SYPplernenal Idmme communing such Series of Refunding Bards, m; wy2&aMim no SECTION 3.04. AddifioW Parity Oblualons no City may at my time issue my AMmoW Panty Mason, in acmrdece herewith, provided that for requirements Ofother clause (a) or (b) art satisfied.: (a) 0) Tem Period NO Revenues are at least equil b 125% of the Debt Service for each of the five Fiscal Yeas commencing with the first that FiaW YM fallowing the Prod of caphslizcd battered (if my) for the Additoml Parity Obligations, as evidenced by a Cardfiwe of the City, and (2) Teat NOW Net Cmrcrm Revenues are at least NOW to 100% of the Oebt Service for sa01 of the five Fiscal Years commencing with fie first that FuW Year following Me PamOd OfcgntdiNd interest (if my) for he Additional Panty Obligations, as evidenced by a Certificate of the City Or (b) (I) Pmjectm Net Revenues are at least mual to 125% of itebt Servim for 0001 of the five Fiscal Years emmenetng with the for full Fiscal Year following the pmol Ofcepmliud mmfw, if my, for the Additional Poetry Obligmons, m evidehcoi by a Cwtificm: of Ne City; and (2) PtojWed NO Cmeent Revenues are u Inst atual to 100% of Debt Service for each of the five Fiscal Years eomnendng with the fist full FiaW Ym following the Period of capitalized musam, if my, for the AclMtoW Parity 06tigamom, as evidenced by a Certificate of the City. (c) no Projections set form in Ssman 3.01(6) may mice into account (i) only rate increases for the Water System Service a lopKd by the City Consul of the City prior to the class of ismeece of such AdditimW Parity Obligations trial which are scheduled to be effective within 36 months following the due Of issuance of such Additimel Parity Obligations, (ii) an allowance; for NO Revenues or NO Conserv Revenues from my a lditium or connections to or improvements; or mmWma of the System, all to an ammmt equal an ctnely percent (90%) of the wi tM additional average annual Na Revenues or NO Current Revenue to be derived from such additions, cmmectiov; ®poveoem or estmsiom; sort (iii)Ospecmd fethwtiom in Maintenance and Operation Came &a to the prepayment of be CVP Contact SECTION 3.05. Reful Peaty Obliaetions. Nmwidamaling Salim 3 0a, A [Woad Parry Miigmion; may he IssuN b Word Ouem l Prior Bonds or Panty Obligmiom if, after giving affect to the a hp M Of the PrOOsda thereof, total Debt Service will not be increased in anY Fiscal Year in wldch Prim Birds or Parity Obligation roaPectiyety (oumlmding on Me dem of issuance or incmrcrwe of sash reforming Parity Obligations, but excluding such tarnishing Parity Obligations) not being raided art Ooslaw ing. SECTION 3.06. Qualifying Swm Assessors Without regard to Section 3.M, the City may at my ams issue m enter into an abitgetim or commitment wbach is e QWifid Swap Agreement, provided (t) the Qualified Swap Agreement stall mlme to s principal amOmn of Coulomb" Penty Obligations, Panty Obligations expetamd to be issued within he Met twelve Monodist or investments held heeunde of rode an Issuing Instrument for Panty Onswsaeenm.w Obligations, in esrL use specified an a Catifiule of he City; and (u) the mtioml amount of the Qumifind Soup Apu nam Shall am ascend the principal arnoard of the dated Panty Oblipdm or the meant of such i itu meats, as applicable. The Qualified Swap Ag small Shall have a lien on Ro"em s on a Parity with tha lim of Panty Obligations provided that any termimdon Paymnet shall h subordinme to the liar of Parity Obligations. All wumetpatdes or Simontors to the Qualified SWIP Apmuinmi most have a rating of at least "A-" and "AT' by S&P Sod Maudy a If the coumapeny or gumm es rating falls blow "A." or "A3" by either S&P or Moody's, the cour ty or guarantor uhall oremm a craft support mem to the Qudifid SomPi Agmernnet. If the counterpmy or the guuamor's long term msmurd ruing fella below "Bul"or "BBB+" by eibor Moody's or S&P, a replacement counterparty or patentor, shell be named puma to the Qualified Swap Afn ammr SECTION 3.09. Crailit Facility AmomV. Without regard to Suction 3.134, 0s. City may Sara into Credit Facility Agmnons or otherwise berme Obligation for Credit Facility Obliguiom farm must an time. The Credit Facility Agrements shill have a liar an Revenues an a Parity with the line of Parity Oblipdom. ARTICLE W REVENUES SECTION 4.01. Pledge of Revenues. All Revenues and any other umu..m (including ptomadS of the We of the Bonds) held by the Trusts in any fund or account established hommder (other tan mounts on deposit in thc Rase m Fund and the Connote Reserve Puod which is hereby Plagd Solely to the Bards accused thereby) aro berWy imeencably Pldgd to the Payment of the imeeat on and Principal of Ne Bode as provided herein, and tlw Revenues shall art be used fm my other Purpose while any of the Bads Partain Oubtmming; Provided, however, that out of the Reverwa and other moneys them may be &POW such time for such purposes as are Permitted hereunder including, but not limited to, my PMmhuired puwmt to the 1993 bdmure This pledge shall mudma a Pledge of and charge end line upon rhe Revenues and ml other moneys held by the Teretes in the fads and accosts esdabiisha hcrmader (other than mounts on deposit in the Rebate Fund ad the Comma Reserve Ford which is pledged solely to the Bonds seemed Nearby) for the payment of the intuited on and Principal Of the Bods in aaoPdmu with me turns hereof ad thermf; Provided, however, that the pledge of Revenues shall in all rcepwas be junior and Subordinate to the Pledge, lien and sxnnity, interest of the 1993 Indenture and shell be on a panty with the Pledee, lim and Social canonical of Parity Gibliptimu. SECTION 1.01, KNEW and Decomait of Revenues in Ne Reverrim Faced. (a) her order to implmmt me fompw& the City a&ues ed mvmuu tlw the City will treater from mounts hold by the City in the Surplus Food created ruder the 1993 Indenture, m secordmce with the tsps thernef and hereof. Revenuer for deposit in the Revenue Fwd, which fiud the City agars ad mvma to maintain ao long an Bonds shall be Ouu ming. (b) le accordance with the terms of Simon 4.03(d) of the 1993 Idmture the City Sul. as mm as piniminble in esoh month, but an later than the len Bminev Day of such mouth, withdraw from the Revenue Fund maintained miler rhe 1993 ldenhue and tronsfe, for ern Wmyaarea.la 30 deposit in the Surplus Fond maintained under the 1993 Indcmue the amount, if my, m excess of UP sums manned to be ser aside prior on the immnefianely succeeling iub som Payment date by the pmvisiom of paragraphs (a), (b) and (c) of Section 4.03 of the 1993 hdenmre. As soon m practicable in each month, but no lata thn thc third Innicnt Day pro ding each interest payment daft and principal payment date, she City shell tomato to she Revenue Food held by the City hereunder tum the Surplus proud maintained wadi the 1993 Indem e, all announce held in such Surplus Fled. (c) Oo sd a0er the date on which an prior Bons Portion Outsmuding, Revenuer received by the City shall be deposited when and as received in the Revenue Fund- SECTION 4.0. Emblisturmt and Maintaftence of Fend forR Subject to Section 5.03, morwy m the Revenue Ful ager paying as Usy become due sod payable W Malmmnt and Operating Costs rpt otherwise Paul pursuant to the 1993 ludentme (inhaling anwcmb smoothly required to be set Made in contingency comes for Maintenmce and Operating Costs the payment of which is not immediately Postponed) shell be transferred by the City m the Tmou in the amounts Pot foe in classes (a), (b) and (c) of this Section 9.03 for deposit in the following respective special funds (crch of which is hoeby sound and enor of whidr the City and the Trusts: hereby covenant and egrz to once m be mainmiad) in the following orderof priority (a) Immo Fund, (b) principal Fund, (c) Common Rome Fund; and (d) Surplus Fund The City PIPE elm, from momye in the Revenue Fund, pay to the party around therem Of summer Or Huse to be usuolmed to my applicable debt service or other payment fund or cenwN for my Parity Obligation, without pefermce or priority hoween transfoe made pununt to Us senterwc and the praroding Percent, on the dates sproified in the Issuing Imminent relating to Dual Parity Obligations, the sun or some required m be paid or deposited in Poor debt service or other payornt had or account with restates to principah Pmniurn, if my, end interest on Penty MNSetiaos in accordance with the tomos of such Parity (Addatiom. The luting immmtmt mleting b Peaty Obligations may specify my dam for the Installer desrnbd In the pmmdmg sevttvce, including but not United m momhly tranufa dater. (a) Interest Food At lust two Business Days pmecding m1L Interest payment Date the City MPI tranefa from money in the Revenue Food to the hertz for deposit W the mares Fund cast amamt, if any. needed m mouse the antoem on deposit in the mtetmt Fund m ams cele aggregate wa our of oaermt becoming due and Payable an PI Out uare ing Bods en such mtemat Payment Deft. All money in the Interest Fund thall be used and witblmwn by the Trustee solely flu the Purpose Ofpayiug the income on the Bantle as it shall become due sed payable (including stood iateRm on any Bonds pumchasd or mdmnd prior to oamily). lin m (b) Principal Fond. At lust two Business Dar prem rig each Principal Payment Date, the City shell, Wm money in to Revenue Ford, transfer to Trustee for deposit in the Principal Fund, rhes amomt if MY, needed in incomes rhe Amount on deposit in Bis Principal Fond r equal she agg,epm amount of ell sinking ford payments; rquimd to be made on mM Rinsyel Payment Data into the mpafia soaring ford Acumu fun ell Omssanding Term Bonds and red aggregate primipel amount of all Omssading Said Boos maturing an sorb Principal Payment Dae. No deposit need be mads in the principal Fuo if lbs amamt antained therein is it Insist Attend m the aggregate amount of the principd of au Cuu sea ing Serial Bends marring by their terms M such Principal Payment Data plus the aggregate amount of All sating fund payments required to be made on such Prmcipd Payment Date for ell Outstanding Term Bode. The lloace shall establish and maintain within the Principal Fund a separate account for my IwAn Bonds (the 'Smiting Acomm'). With respect to Maim Sinking Account, on each matdaary Mmkisg account payment dem alabBahed for such Siccing Aeeamt, the Tomtce shdl apply rhe mandatory svking semunt payment rquird on thd date to the rd®prion (or payment at maturity, ss the mac may be) of Tam Bonds, upon the notice and in she Answer provided in Article If: prvfdd that at my time prior to seladma of Bonds for sucb rdemption, Me Trace may upon she Written Rquat of the City. Apply moneys in inch Sinking Account to the purchase of Term Bends of sued series and minority at public or private sale, As end when Mid At MCh price (irecluding brokerage evil other doulla, but excluding mm M intense, wbich is payable from the Interest Fud), a may be throated by the City. except Dat the purnhaae prize (excluding awed interum) Medi not mcesil Me redanpdm prime Was would be payable for unci Bonds upon redemption by application of such Mandatory Seddag Acmuc Payment. If, during the twelvo-momh paid Immdiddy prading said mandatory sinking account payment date. We Trate his pmrhad Tenn Bods of such sena and maturity wit moneys in such Siccing Account such Bods sal pmrhuW shill be Applied, in the easem of the full pmoipd noun, 'hereof, in reduce mid mardamry sinking mcount payment and the City shal peavidc the Truism with a revised sinking fun srbdule, All money in the Principal Food shell be used and withdrawn by We Trustee solely for We pupose ofpaying the pi eipd ofthe Body u tey Shall become due And payable, whatha at mawity or redemption, asps that my money in any making fund Account Shall be used and withdrawn by the Trstma only to purchase or to redeem or to pay Tem Bone for which such sinking foo acomu was nested. (c) Reserve Fundis Common Rome Ford. At last two Business Days Pmcedivg each Interest Payment Date, m IMS As my Boos arc Ousesmdin& the City Mill, from money in da Revenue Faro, narrator to the lyusra for deport in the Reserve Foods Wet swum of mancy which MW be rquirad An maimdn the Rewe Funds w the fall amount of rhe Rause ng Rm s c Fgucb tausfaa to Repave Faroe Mill be N s. avomt which is Incomes among Reaavc onda based on'ha 4ficimciu ta to Reserve Fonda. No deposit mxd the arode in the Flmda ti Into u alae shed be M deposit thvein a surra quail ro et kw dnmount requand ired by by Nis Section to be on deposit Wenn. Ma Wml60647M 10 All money in the Common Reserve Ford shall be used and withdrawn by the Trost a solely for the Pwpoa of replemsbirng We Interest Food or the Principal Fund, in that order, in We event of my deficiency at my time in either of such fends, but solely for the Protons of paying We interest or principal of or redemption provems, if my, on the Bolla secured by We Common Reserve Fund or for We retirement of all the Binds surand by We Common Resave Fund than Oumarding, except that so Iona as the City is not in defanit hamnder, my sob amounts in the Common Reserve Food in came; of the ®mum rNuired to be on deposit MMI be withdrawn from One Common Rana Fwd an Ne due wMel, is two Busses Date geceding min June 1 and December 1, beginning Jane 1, 2010 sal deposited find to We honest Fund and than to the Principal Fund. (d) airman Food. All moneys on depait in We Revenue Fund at cum of We soma naleired to be M aside prior to We immediately mccmdtng Inherent Payment Date, by We provisions of We f going pa iumphs (a), (b) not (c), inclusive, shall be as aside sed ter to the Surplus Fund. All moneys in the Surylus Fund shall he used and withdrawn by dw City fm my lawful Purpose of We City. SECTION 4.414. Establishment andMaintenance of Rate Stabilization Ford. RStabilizationF Ms The City Melt maintain and Mid a wimew fiord to be Isomers"the "Raft Stabil'verim Food," which fund is hereby established. Fromtimemtime Me Citymaydep rm in the Raw Stadjamisn Fund from Cannot Revenue "ch anounts"the Cay shall determine, provided that deposits for each Fiscal Year may be made until (but not after) Ono hundred fifty (150) days following the ad of mail Fiml Year (provided, that on m before April 1, 2010, We City may metre an initial depoait in the Rase StmilizaMn Fund). The City may withdraw mmmia from We Rue Stabilization Fund Only for natter b We Revenue Fwd We inclusion in Revenue for my Find Ym, inch withdrawals to he made until (but trot after) One hundred fifty (150) days after We ad of such Fund Year. All interest or other moony Upon deposits in We Rot®r Stabil®tion Fund shall he withdrawn i andr m and accounted for as Cunmt Raver s. SECTION 4.05. Demme' fM Apmem and Foods. Subject to Station 5.03, aB money, held by the Trustees N my of We sceomb or fonds established Punwnt hereto shall be invested in Permitted Investments as We Written Ret" of the City filed will We Tm m at Inn two (2) Business Days prim to the making ofmch investment. In We ImAlm of my Written Request of We City, We Trona may trout my such moneys in Pemined Invaments "described in pmmgtaph 7 of the defmitlon Hereof provided that as long as We Trustee is The Bank of Naw York Mellon Tam Company, NA., We Tesla shall invest mrh money in We money maks food W foal in the lens of enhancement all direction coned by the City and delivered to the Tmrtee if an spei fie money rearing fend has been specified by We City, the Trona "I make a request In We any for investment directions. Such maney%Mnll be held an cash, unsorted, Weil specific invam ant directions are provided by One City m We Tmmee.. The Trvstee may purchase Or sell to itself or my dMate, as principal or egsmt, in O menu mBmn>.ed by this Section. The Trustee may net a prMatud of agent in We melting of dirpaing of my investment. no Trustee: dull have no liability or rempembility for my Ions rodding than my mvesmumt made in "enrdance with We pmvidons of this Section, except liability due to the Trustee's negligenaer wgifai mismndum. Out w..zase'Mn 10 The City admowldgo for no the extent regalmims of the Compreller of %e Cumney or other applicable regulanory entity gent the City the night to receive brokerage confirmations of security bmaections "they «cur, the City specifiedly wervea receipt of such caofmnatiora to the extent pertained by law. Subject to S aia 5.03 or we otherwise provided in a Supplemental Indenture, all intent or profia (i) on wounts in the funds ad accounts established pursuant to Supplemental bvdmNres shag be deposited as act font m the Supplemental mdm[ures, and (b) on amounts in the Common Reserve Fond shall be deposited first in the Common Rmave Fund, to the extent arssary, to make amounts on deposes therein equal in the Common Reserve Rauiranont, aid that in the Revenue Fond. ARTICLE V COVEffANTS OFTRE CITY SECTION SAL Punctual Payment and Performance. . The City will Punct aY PRY. exclusively out of the Revatmoment md th, the moment ane principal of and resdempeion pmniutas, if MY. ro became due on every Road vessel herada in and mnformiry with the tame heraf soil of Rte Bonds, and will falthfini observe and preform all the atmosncna and covmarm to be observed or performed by rhe City cunremd haven and in the Bods. SEMON 5.02. Assume Encumbrances. (A) The City will pay in causes: to be paid when da ell amen of money [bet may become due for my labor, services, me erials, supplied or egwpmem finished to in for the City in, upon, show m Mining to the Wpm "an and willkap th Wpm Syme,freeaf mY and elllima against System. mrile auto my such tie maces ll d sc fibs against my portion erose Water Syme,, the City will muse oder much him a be fully diachargd end released in the time the performance es in eased my secured by my such lien matures m becomes due, nape the if the City dairw o centot any such lien i[ mem ao be Bent tach lien shill erdhere fi foul jdgmm and suns if stayed mY Process Y maybe issued for the enforeanau thereof is our reuse to stayed, nd if m eoyd Md suds star Bmcagm expsa, the city will foMwith try or cause o h paid and discharged wcbjdgmmt. (B) So long m my Bond we Owawmwg, the City will not issue my edditiorut bonds Or other Obligations under use 1993 homort; pmvidcd, however, the City may isms refunding bads trimmed to the 1993 Indenture to refund my or an of the city's 1998 Serio A Bonds or 2003 Serio A Bods if the aggege[e amount of my and all it memmb of Prioipal end memo due and payable an such refunding Mops is rot simmer than the eggegele meant of my and all installments of principal and interest due W payable on me refunded bonds in my Fiscal Year during which my Bods we Ism sdwduld to his Oulamnding (C) Nothing in this became shall prevent the City from euthorivig A d issuing bondq ora, wmmis, cmnfirates Or orbs obligations Or aweom of ideb[ednw whits (1) are payable from Ramua at= and subordinate to du payment from Ramus of the Primapel Of and intrrot on the Bends, ter (2) we payable from recboys which tee not Ramus, ONS wanmdarusIs 141 SECTION 5.03, Tan Covenants Rebate FUM. (A) In addition to the accounts mated Pumuant to Section 4.03, the Trustee shall etuhlish end m Wn a fund, animate from any other fwd in account csmblumd W maintained herewdea, deeignatd as the Rebore Find. Thine shell be deposited in the Rebate Fwd such amounts es art rWuird to be deposited drama pursuant to the Rebels Creffiute All money at my time dtposiUd in the Rebate Fwd MW be held by the Trustee in himl, be me cannot required b safisfy the Rebate Requ'uernmt (a defined in the Rebate Ca"ifiu4), for payment 10 She United States of Amence. Notwithstanding me pmvisiotm of Sermons 4.01, 4.02, 4.01, 9.02 and 9.01 relating in the pledge of Revenuer, the allocation of money in the Revenw Fund, the invemntenn of money in any fund or account the applicmw of fads upon acceleration and the defusance of Outminding Bonds, all m m% required to be dryositd inn in On depodn in the Rebate Fwd Shell be governed wdusively by this Section 5.03 road bythc Robins Cetificate(which is morrPored hmdn by reference). The Tmm�ce dull be deemed condmively to ha VO complied with ouch pmdsiim if it follows the written dirmanom Of the City, and SWI have no liability or memorability to enforce compliance by the City with the terms of the Rebate Certificate. Nolwithnanding my pmvisiom heron or in the Rebate Coreficate m the mnum , the Twtee may rely conclusively upon me City's dmmnsimmoru, calculations and catificatiotm minting to subtle. The Tmeme Shelf have m empowibility to indepctdently make my calculation in determination or to mview the City's calmlatiotm haeundcr. (B) The City Shall not use or tannin the use of my proads of Bonds in any finds of the City, directly or indtrmdy, to a quire my aawitie or obligations, and Mail not take or intent to be mken my ower action or oMons, which would reuse any Bonds in he an "arbitrage bond" within the maturing of Section 148 of the Code, 'mission tensity bond" within Lim meeting of Saban 141(a) of the Cody, or "federally gurrovtcd" within the amusing of Section 149(6) of the Cade and my appliondle mgdadare promWgetd thereunder from time to time The City "I obamve and ow violate the suquirvnenb of Section 148 of 0th Code and my such applicable regulations. The City Shall comply with all suquiremmm of Sectloms 148 and 149(b) of the Code to the raised applicable to the Bonds. In the event that at my time me City is Of the opinion that for importer of Firm Section 5.03(8) it is necessary, a restrict in to limit the yield on me investment of my moneys held by the Trustee sada this hdenmm, the City Mall m instinct the Trustee under this Indenture in writing, and the Trustee shell take Such notion AS may be m asseary in mmrdance with such transactions. (C) The City spea5cally covemnta m comply with the Provisions and procdaes ofthc Rebate Cariificate. (D) The City Mel cot use or pvmil the one of my proceeds of the Bids or my funds of the City,&v IY or indirectly, in My mama, and shell not tete in snitm take my action, met would mux my of the Bods to ba boated as an obligation not deaclbd in Section 103(a) ofthe Cade. (E) NotwithmaMing my pmvuiow of this Section 5.03 if She City Mall formula to the Trustee an Opinion of Counsel that my specified action segwM under this Section 5.03 is no lough rsgtmd or mat some (tine us dim feem Forme is mgmmd a mdoWn otm wremomnw io the exclusion from federal income to of moment on the goods, me Trustee and the City may conclusively rely on mob opinion in complying with the rvquiwments of this Section, end, mtwithaWding Ankle vll harm[, the covenants hehemder shill be deemed in be modified se that extent. SECTION S.W. A Sale or Mer Disposition ofPattens. The City will Sell, uamk or otherwine dispose of my of the fsciliries of the Wma System or my red or Pesael property comprising a part of the Water system only if such s sale, transfer or other disposition of the faaliuee «property of the Wale System sen Out rratmid W the opeariw of the Water Syme, or shall have become ummiaable, irWcqumo, obsolete or unfit to be toad in the operation of the Water System, or ere no longer necessary, removal or andel to the opemfiw of the Water System and if and transfer "I not reduce flue Not Revenues below the requirtmmm to be tminteined under Section 5.12 as set form in a Certificate of the City, SECTION 5.05. Proem 6oputsition ad Construction f the project. The City win two: all necessary sod appropriate steps to acepme and Moment the Proles, with all pr«tiuble dispatch and in an expeditious mumu and in conformity with law an M m memide the Mme u men as p«nble. SECTION 5.06. Maintenance and Oaaton of thc WaW Svmem Budocia. The City will mainmm Aral preserve the WSW System ur good repair and working order at all thea 11ed will operate the Water synen m an etficimi and so mmiul mower and will pay all Maintmen« uM Opeation Costs as they became due azul payable. Not later than D«®tber 31 of cosh year, commencing December dl, 2010, the Citywill adopt and send to the Toome, a Cmifiutc of the City approved by the City Council of the City selling forth the unmated Maintemn« Sed Opermon Corns and the estimated Payments; for Debt Seance for the Nen onsom Fiscal Year. SECTION 5.0. CDMDUenee With COO The City Will comply with, knelt, Obseve Sed perform All agreements. conditions, covmanm and terms, aspects or implied, required to be pafotmed by it conmined in all coots..so for ft we of the Water System and all other contracts affecting or involving the Water System W the stmt then the City is a parry thereo. SECTION SAR Laynym of Cladma. IIs City will pay and discharge my and au lowful c1als0s for 111601, Materials or supplies which, ifunia d, might Income a lith on the Revmuct or my pan flu eofprior or superior W the obligation to make payments on the floods Or Motor security for the Benda. SECTION 5.09. lluureat The City will procure and maintain such insmomm misting in the Water Syme which it shall da 0 s lvisable or o«usary as pmt«t its intervals and the M ersnS Of the Trustee, which issuance shall afford pmWtiom in such amounts aid sgainm such risks as are usually erveed in e0w«rion with mminpal water mveymce, Ilam ent and supply eymerrd similar to Ilia Water System; provided, that my such romance may be amounted wale a elf-msmence protpe m long as such self-insurance mnauived m the ammmm ded mama usually maiatained in construction with municipal wate me W,.uwrmio mnvcyana, transitions and supply systems similar to the Warta Symene and is, in be opinion of e Insurance Consallsn4 financially mond. SECTION 5.10. Ac m minor Roords and Financial Smarnet. The City "I keep appropriate accounting records in which complain mad mmoct aeries shall be made of all transactions releting to IM War= Systam, wbioh records ehall be available fm inspection by be Tromso or my Holder ofi of less than 10°/a in aggregate fondled amount of Hands Outstanding or beth representatives authonrsl in wddng at reasonable Mus and under reasonable conditions Tec City will pmpare end file with the Trustee amuady Financial statements of be City for be preceding Forced Year prepared in accordance with Generally Acoei Accounting Principles, together wish m Accomtml's Report berm and together with a Cenificate of the City to the eget Mat an Event of Dcfudt has net mooned and Is continuing under tier lndmture. The Truslm mail cot be respomble for reviewing my financial mmmn®ter. SECTION 5.11. Pavmm of Two and Comolimm with Governmental R ardAtione The City will pay and dischsrgc all tees¢, useesmmts and ober govomnmtl charges which may hereafter ba lawfully imposed upon be Wear System or my pan thereof ween be same shell Income due. The City will duly observe and conform with all valid regulariws sed mgmimnet of my govemnmm authority relative to the operation of the Water Syarem or MY pm rhumf, but to City shill net be required to comply with my regulations or requ'sanaus m long as be rbility or applicmion thereof shall a emoted on goad futh. SECTION 5.12. Amount of Rates F'ca and Chuen. The City will fm, prescribe and militia ones. fess and charges for the Winer System service which are miserable and fair and which will be in lout sufficient m yield during tach Fiscal You NO Revenues equal to at lean ace hwdred sed twenty-five pe cont (125%) of be udmaled Debt Service for and Fiscal Year. The City may mage ndjuonmt from time to one in such rates, fan and charges and may inure such cluuficatian bermf as it dems necessary, but shall et reduce be mins, fees and chugs Man in effect unless be Net Ravcii from such redocnd ma, f and charges will in MI times be mt5ciet m mat the mequvernmts of bis notion. SECTION 5.13. Collation of Raton. Fee and Climate. The City will have in effect at all time colo and regulations requiring each consumer or amour= lowed on my pedses command with la Water Symon be WY be most. fern and charges applicable to the Win= Symon SOviu to such promises and providing tot be billing bermf and for a due data and a delinquency date for each bill. The City will net parent my put of the Witten Srie o in any facility, thereof to be mail or take dvmuge of, exa mt upon payment of Mc regularly established mu, fes and chug®, by any coryordoq firm or person, or by any pub0c agency (including be United Some of America, be Sme of Cmifumia and my city, many, chump, political subdiviaioq public mtpomtiw or agency of my IamnO; provided, bat the City may wiMon targe are be Water Systems Service. SECTION 5.14. Eminent Dome n and lismancc Recede. If all or my part of the Water System shall be taken by emir ee domain p imadums, of if the City r=elves my amwmsusnsmto 37 ioaomnce prameds rsdting from a camalty las to the Wats System the Net Proowls thereof shell be used W Subaamc Other mmpmwnts for the condemned or destroyed compottmu of the Weser System. SECTION 5.15. Indmmity Prosmutim all Defwe of Sesta. The City, to the "Net P=i by law, shall idmmify the Tmatm, its directors, officers, eoploycer and agents, and bold them harmless against soy Hass, clean, liability, expenses or dvenos, including but not limited W fees and expense of cautioned and other spats, inmrred or made without ee8hgeme Or willful misconduct on the part of the Tmsteo wising out of (i) the Ttustx's accepmnce a dmimimeaon of tbe wet rod= this hadmsme, m Ne exercise m Pmfmmm¢ of MY of its powees or duties haeun lc, (ii) the Project, or the conditions, occupancy, nsq possession conduct or mamgmuM of, Or work done in or shows, Or from the plamdn& design acquisition, notalbaan or commision of dm Project or my Pm thamf, or (iii) any =we s Now or aliened =we smenmt of my material feel or omission or agapd oro tm n to State a mtsl fact nmseery am to make the emmu made, in light of the circuratrumose; once whits they were mdS net misleadin3 in Cory official wtmimt Or other offeing circular utilized in commaon with the Ode of the BOMB. SECTION 5.16. Further Avumnca. Whenever and all often as reuoobly requested to do m by the TrusNa or my Hold=, the City will yromptly, meene and deliver or Came W be "coated and delivered all melt other and further amentrams, do MNMa or inetrtmmm, and pmmpaly, do at cease to be dere dl arch other all father think m may be ornately or reasonably m itd in order to fuller and marc fully vast in the Hind=s all rights, interests, powers, beoefim, Ovllages all advemages conferred or innovated to he confined upon Not herby. SECTION 5.17. Cmoolia=• with 1993 laden . SO long a my 1998 Series A Bonds or 2eo3 Seats A Bonds we Ouutandin& the City hereby Covemm and agrces that it will ouke fall all timely payment of the 1998 Series A Bonds sent the 2003 Seder A Bonds in accordance with the tams of the 1993 hadmtum and wdl comply with all the eons, Conditions, Cavenous and agsemmants set toll in da 1993 hdmurn SECTION 5.11L Conthirrom Disclosure . The City herby, cavernous all atlases that it will comply, with and Cary out au of the pmvisim of the Conlimdm Disclosure Certificate. N ovande t rding my other previsim of this lMmtun, feiluas of Ne City u comply with the Conamnng Dimloame CestifiMm shall Out be command a deGult; homon, the Tnwteo may (all, at Ne solvent of my Participation IlMmrtitm (as defined in the Cmamdng Dieclosum Cettifi®tc) or the Holders of at least 25%aggregate prinopel am=t ;n Co m anding Bondy upon payment of its fees and espenmm, irteldng counsel fees and mmipt of iM=m 6=60n mtisfa=ory W k shell, or my Holder Or Bermfieial Owner may, rhe Men actions m MAY he omcavay and appropriate, Including snaring specific ➢orfowmco by nun ardor, no calm the City m Comply with its obligsaons under this Sedoo. For purposes of this SOMOM, "Beneficial OwneY" meant my pssen which has tic power, dimly or wdbealY, to vote or cons,m with rapax W. or W dispose of owee=hip of, my Bods (inclding paamr holding Bola through mmi9es, deposixtris or other iolamdia m). Me waaeanw.so 38 ARTICLE VI THE TRUSTEE SECTION 6.01. The Tow t«. The Bank of New York Mellon Thud Company, NA. shall serve as the Towns for the Banda for the purpose of ondving all money whiCL the City is required to deposit with the T}uuce hereunder and for the purpose of dlocaring. applying sed using such money as provided herein end for the purpose of painting the inmrwt on crud principal of and redemption premiums, if any, on the Bonds presented for payment in los Angela, California or such other plane as designated by the Trustee, with the rights and obligations provided herein. The Trustee, shall at dl rimes maintain a primped ofine W San Framimo or Las Angeles, California or, in the onto the Trustee shall not maintain a prindpd Office in Sm Francisce or Ins Angela, CaliPomis, the Trust« shill resign par andt in thepmvisions of thin Salim. The City may at my Limo, unless there needs my cwt of ddault as defined in Section 8.01, ranove the Trance initially appointed and my successor theme aM may appoint a dissoulm or nucamn the to by an Instrument at writing; provided that any such somestr shall be a national broking as«pdicn, bank or tryst company having a principal office in San Fransism of Ice Angeles, California, buying a wmbodi wpitsl (exclusive of borrowed capial) and surplus off« in the wee of a named banking auaiation, bank or true company included in s bank holding tympany system, the related bode holding company shall have) u least fifty million dollen (SKOOO,OW) aM subject m sumsymon or masommm by federal or site authority. V such radoasl baulking moaahon, buts or nun company publishes a report of confided at lead annudly, lawmen to law or t0 the taryirmseots Of my supervising or exeminiag authority above mimed to, then for the Impose pose of this section the mrnbutad wain asci srmphu of such moved banking association, bank Or two company shill be deemed to be its combined capital and surplus as ad forth in its moat runt raped of«Mition m publisbed. The Trustee may at my time reign by giving wri0t mti« of such resigmtion to the City and by mailing to sire Holder ounce of such resignation. Upon moseying such annee of nedgndian, the City Shall promptly appoint a su«mwr Trustee by an moment nt n writim Any rmaval or wignation of a Tmd« and appointment of a uec«awr Tmstee shall bussed effective only need the n«epWae of momentum by the suc«a or Trustee, including aesmnption of dl Traded duties. obligations and mveasna aoda the Ldwms. If, within thirty (30) days Am tri« Of the ren Or wigmma of she Terra an successor Trustee shall have bet appointed and shell have accepted such appointment. the r®oved Or resigning Trustee may Whom my Com of compettt jurisdiction for the appointment of a sueceawr Trustee, wldch COW may thereupon, after such nodi«, if my, as it may dean proper and prescribe and as may be "Mrsd by law, appoint a successor Towhee buying the qualifications rationed hereby. The Trustee is hereby autbmircd to mdrxm the Bonds when duly presented for payment at maturity or on redemption poor to mummy. The Towed shall earnest all BOMB upon payment thwedw upon the smrmder thereof by the City sued shall destroy such Bods and a certificate of damnation shell be delivered to the City. The Twice shell kdep s mmum reasserts of 01 Bonds paid and discharged and cancelled by it adwm>ewnwff; 39 The City shall from time W time, subject W any agreenmt bswea the City anti she Trusts than in force and subject to Saxon 5.15, pay W Ne Trustce mmpmvtion for he swims, reimburse the Testa for WI its reasonable advmc® and axpmdim r iocha ung but not limited W mbvences to and fees out expere s of imbeperdant momentums aM unmoral or other Mpms employed by is and reasonably required in the mer im and pmformmce of its rights and obligafimns heremWer. The City shall paY rMsunahle compensation for all services rmdcW under this Indenture in mundanee with the Iona moment from the Tann approval by the City mrd alan WI reasonable expmsea, changes, legal and consulting foes sell other disbursements and Nom of uta 010M e, aganta and employms. minimal in and about to perfemunce of its powers and dunce umber this lodentum. SECTION 6.02. Lability of Tmeee. (a) The unci Ws of faWa egesvmts aM Covenants berates and in the Bunds shall be taken an noWs of Nos, agmnmb out covmmb of the CRY, and the Trustee announce no eapounibility Bar she correctness of the same r makes my wanceantdOm as as the B 6ncy or validity hsmfor of the Bonds, or shell incur my responsibility in weapons shacof mha than in mmsction with me rights or oblipmen unsigned W or imposed Olson is herein, in Ba Bmuls or in law in rquity. The Trus4e shall mt be liable in comecfion with the Performance of its dints barometer unapt for its Own negligance or willful miacoMus (b) The Tmw shall not be honed W reognle my poem as me Holden of BOM maters and urW auelt Bond is submitted for inspector, if mryvad, anrd his fille them imsPocenly avblishd, if dieputM. (c) Nhmever in the droiWshetion of its rights and obfigatiens hmmmbe the Trustee shall deme is DOOMa y or dceimble that a matter be embilishd or pmvd prior to mmng of suffering my action heraunder, such matter (mlass oil= evidence in Minor thereof be herein specifically preectbd) may, W the absence of bad faith on the put of the Trustee, be deemed to be conclusively Proved and established by s Certificate of the City, which cetificate stall be full Wham W the Tm w for my action taken Or Mff d mMs the provistom hereof to the Mimi based on reline theamn, but in its diuTmion (and subject W Section 5.15) Ne Trustee may in lion thamf accep! oma evidence of such matter or may sq Wre such ddnicral evidence as it may dean reasonable. (d) The Trustee, Poor to Ne occurrmse of an h cm of Defsult and a0e acing of au Events of DaPoWt which may have occurrM, mderukes to Perform such dune Out Only such dufiu as we apsifically as form in this iMmture. In cam on h4em of Default barander has oecurrcd (which him am been cord or wsivd), the Tmetee may Marcum such of the rights and power veld in it by Nis mdanttm, Ml shall use the sante doge of rnrc and skill and i iligmee in then maniac, as e prudent pawn would Macise or use Coda me Wrmmatavces in the conduct of such Paaon's own affeirs. (e) Tho Tmaiee may execute any of the uuau or powers hemf and part the duties regumal of it hasmda by or through Ifforricrys, agmen, or receivers appoinwd with due rim, end shall a mtiBd Io deice of unmml conning all madam of hurt and its duty ORS w.nmwsnsa 10 a0 hcrem ter, to the absence of bad him on the part of the Tmstee, the Tromso, may ma musely rely on an Gmlom of Cuuasel cpsfomlimi to the requiremmbi of this ladesM1Qe as Nil and cemplac pmtclim for any m6m takes or suffwed by it heremder in moardence with muds OpinimufCowse. (J) Except with respact to the Trusloc's authentication and registration afore Bonds, the Trains shell not be meponsible for any me ml heron, or in the Bolds, or for my of Me somplemerm themoso Or Instruments of hnher assurance, or for me salficimcy of the security for me Honda Waned bereunder or intended to be seemed hereby. (g) The Trvare may become a Holder of Bonds seamed hereby with the mune rights and resuiaiom which it weed have if it were not the Trsmce; may aapure and dispose of Other bods or cvidaees of indebtedness of me Ltity with me some rights and restrictions it would have if it war: not the Tlame, and may net as a doodhury for ad person any of its Officers or directors In act as a member rf, or in any other capacity with mspal t, my wormitke formed to pmtal the right of Hoidens of Bods, whether lir not such committer shell represent me Holden of the majority a sarcine principal smamt of the Bands dm aumding (h) The Treace mall ed pmtccod in stung in goad froth and without ncgliwee. upon my rectos, nanuaq moment caafinste, under, af5daek Imer, tele8rw, faesbnBe or other paper or document believed by it in good faith and wimoun negligence to be g®Trine and mnrep endmhave been signed orswt by me proper person or pveoru. Anyaaion liken m omitmd to be taken by me Trustee in god faith and without ncgligwce pursuant to this Idenmm upon the request m msthaitym coram[ ofmy peon who a ma time ofineking such mquw Or givhy sack authority or consom is ere Holder of my food. shall be conclusive and Washing upon all tonne }folia; of %a sane Beal ad upon Bods issued in exchange dismokur or in Plans thereof The Trllmee shall out be bawd to recognize my peon as a Hoider of my Bed or to bike my aeon at his mamas wlese me ownership ofem3 Bond by mob person shall he mBaled an the f4snetion books meiaaind by the Trustce pursuant in 8ecam 2.06. (i) The immunities and exeepaons form liability of the Trustee abet named as its officers, director, employees and agents. 6) All notices or other instruments required by this hdennne to he deliverer) or fumishd to me Tmsue must in order as has etfeaive, be delivered at me office of the Trusme in Los Angeles, California. (k) Notwidlsavdo8 my oma provision of this lalsome. with mr to my cem5cae, ;;pinion or oma docmment spceigesBy required by shit indestors to be furnished to Me Tmdm, the Tamm shall have me duly m creature the sane and determine whether of Out it commoner b the nammernmts of this Indmm e, (1) No Pmviaim of this tdentma shall romim the Trustee an npmd or null: its own Mods or otherwise motor my finanoal liability h the performance: or uacis , of any of has dull® hercsda, or in the remise of its rights or powers, if it shill have remorme grounds our wv9mINe10 for believing that repayment of such fihnds or adequate indemnity again such risk or liability is not reasonably armed to it. (m) The Trustee's rights to immunities and production firm liability hmeada end its rights to payment of its fess and expense shall survive its resignation or removal and fiol payment or defwan a office floods. (n) The Trunce shall not be dcend to have knowldge of any Event of Del hereunder unless and until it shill have am.t knowledge therdet, or albeit have received wdtmmdm Nerofby35 eofthe Bmditi er atiootEwinlns Aageles,Cdif a. Except its othetwise expmsaly provided hernia, the Trusts ahell act be bound to maintain or inquire in to the my the docuobnmerce of any connection ontame, roadie flu covoane o tegramenc herein ref my of Na documents executed in comectiou with the Borcla, of m m the existence of an Event of Default thmwda. (o) The Tmmea shirt have no responsibility, apinian, m liability with respect to any ofor ation, smsemanta or named in my offering memmmdum or other disclosure mmerid prepv W or diavibecd wiW rtsperl to We inuauee ofthe BOMB. (p) Mine taking any action miler Article Vlll or this Article m the requen of Use Holder, the Trustee may rryoiro taut a sminfaaory indemnity bond be fmnishad by the Holders fm the rtimbumvnmt of all calendar to which it may be put end to pmtat it against all liability, except liability which is adjudicmal or have resulted from its negligance or WHIM missmalud in connection with any action m Indian (q) Any company into which the Trustee may be merged or activated or with which it may be emeOlidmed or my company resulting from any maga, conversion or consolidation to which it elall be a party or my eompmy, te which the Trustee may sell or transfer all or submantially all of its commune tom bosioess, ptavided that and cempahy, shall be eligible under geceion 6.01 hereof, shall be the successor to the Trustee without We emission or sling of my paper in further am, anything herein to tbe contrary mrxiNsuadina. (r) The Tnma agrees to accept and ad upon immcuons or distribute financier to Nie hadendo: sot by measured email, facsimile commission or other similar hmsa red clacwtdc mmhoda, provided, however, that the Ttmce shall have received an incumbency certificate listing pasom designed to give such instructions or donations and containing specimen sigmtures of such designeld parses, which such in c mbo y certificate shell be emrndd and replaced whenever a person is in be added are deered form lie listing If the City elece to give this Trustee o-mdl or faelmile inactions (or immactims by a similar eatradc method) and the Trunce in its dlsachma Bats to err upon suit Instructions. the Trmee's tmdvnardiag of such instructions shill be dewed controlling, The Trustee shall not be liable for my loses, osis or expenses aAsim directly or indirectly from Ne Ttuateds reliance upon and compBmo with such inactions notwithaendihsg such instructions conflict or aa, inconsistent with a mbaejrmt woman lnsWGlom The City agree to mmme all must Wrong oW of the use of such electronic methods to submit Instructions and dirarions In the Trustee, inchamg without limitation the risk of the Trustee acting an uum0enzd instructions, and the ask of interception and mime by thin) parties. mew.m:ueetraa.ta 42 (s) The Trustee shall not be considered in breach of or in default in its obligations tormentor or progress in rapes thereto in the want of mfarcd delay (,Oidebla delay? In rhe performance of such obligations dun to uaforescmble mutes beyond its Wallace] Wal without its fault or rmgligence, including, but cot limited In, Acts of Cmd or of rhe public enmay or smodns, acts Of a govemmmt, fires, floods, epidemics, quermtine rmhictiom, spikes, fielght embargoes, emshqualres, explosiou, mob Aolmm, riot usability b pmoom or gmaal sabotage or rationing of labor, equipment facil mm, murces of energy, mumenal or supplies in the spm market litlgapon or arbitration involving a putt' or others relining to mearg or other gavenunenW action or inaction pertaining to the Project. musicians mischief, mndemrutioo, ad unmuelly sewe weather or delays of Suppliers or mbmnmacton due m such must¢ or my simile cunt and/momtvrencm beyond the normal of the Trunec. W The Trustee shall Out be demand! to have knowledge of any Event of Default unless and Until it shall have actual kmwldge thereof by receipt of wrium antic, rhamf at is corporate must offim (u) The Truster Shill cot be commmad with or aceoUnsble to anyom for the 36301mm use or application of my moneys which shall he ramrod mwithdr om in anee dance with the provision heoof. (v) The permissive OEM of dm Trades to do things enumaneW in this ladmwrt shall and he com mued m u duty and it shell out be answerable for other than its tmgfigettce or willful mimodua. ARTICLE V11 AMF,NDWE OF THE INDENTURE SECTION 9.01. Amari f th bodm The Idmpae and the nubs and Obligations of the City and of the Holders may be amended at my rime by a Supplanudel Iudmnue which shall become biding when the wnnan mment of the Holders of s majority in aeemgere Pnaapel mmomn of the MORS than Omstutding, exclusive of Fonds disqualified as provided in Section 9.02, me fill with the Trustees No such amendmm[ shall (1) entad the maturity of or reduce the Interest me on or maomt of woman on or principal of or redemption Ptmdunt if any, On my Hord without the express wnnm coment oftho Hold, of inch End, or (2) rdum the p,cmtege of Bonds required for the wnnm comma In my such amendment. The had mom ad the ngbta and 0511911110" of the City and of the Holders may also be amended u my Hme by a Supplanenss hdmtme which shall become binding upon dop111011 mthom the mment of my Holders, but only to the extent pmnind by law and after receipt Of an ,ppm ing Opinion of Courod, for my pu moo then will not numomMly adversely effect the interests of the Nokias irtchn ing (without Immune) for any one or more of He following (a) s-- (a) to rid to the Wsrusens and mvvems rtquhed human to ba pertrmal b the City other ageentsus ad cwesuns th,eeH, s be Performed by the City. or to marauder my fight or power reserved hueie to or mnfmd human m the City, Oow,016e4131010 43 (b) to meke such provisions for the purpose of wring my ambiguity or of mnecliog. curing or myrplastmting my defective provision contained herein or in regard to questions envng hmomdw which the CRY may dean desirable or mousery aha not indnsiadt herewith; (c) to add to the agreemma and madams required herein, such apecmenu and covenants m may b wasummry m qualify the mdenmre stood me Turn Indenture Aa of 19]9; (d) to nuke provisions in connection with the, delivery of Credit Feedity, or (e) to make my other amendment or modification which will not matendly advms<IY affxt the interest of the Holders. The Trustee shall have an ublinnfim to amend mus Indenture if such amendment would adversely affect the Trustee. SECTION 1.0T. Riduablim Boos. Boras owned or held by or for me mmol of the City mill amt be deadest Outstanding for the purpose of my consent or other action or my dubstmon of Outselling Bads provided in this erode, ell shall not be Method W dwelt to Or mine my and action provided in this wide. Upon requam of the Trustee, the City mall sitedfy in a mBfipte to the Testa mese Bonds disqualified purest to this Moore and the Truax may conclusively rely on such certificate SECTION 1.03. E0401MINT11 or MIUMnot Wf noose after Amann After tha effective date Of MY action mind as hertiwbove provided, the City may ddmmism that me Bolla may been a mention by mdmsement in form approved by the City u to such action, seat in deal does upon demand of the Holder of ay Outstanding Bonds and ;mwern mon of his BOM for sum purpoas at the With" of the Trustee a notable notation an a such action mall be awe m sum Bond, rfthe City shall m dmdnioe, dew Bonds ono modified Min the opinion of the City, mall be neeeumy, to conform to such adios shall be pWatat and executed, and in that dee upon demand Of the Holder of my outstanding Boll a new Good or Bonds mall be eachenged a the affix of the Trustee without cost to wch Holder for its Bond Or Bonds mbee Oummoing upon nnreadd ofsmh Ouu andiog liberals. SECTION 1.01. Ar endmanr by Mutual r....®. The previsions of this article shall Out prevent my Holder boom accepiug my saendmdn an to me particular Bonds held by him, provided that due notation thmeofis made on such Bonds. BECTION 1.05. A Opwalm Ry Suarplosedual unhout The Trustee may obtain an opiNon 01 "mad met my sum supplernmW madem: compfica with the pmvisiom ofnis Article VB aha the Trustee may muclusfvelyney upon such Opinion. (MiNm asmm0u ARTICLE "It EVENTS OF DEFAULT AND REMEDIES 0FB0IAIER3 SECTION 8.01. Events f Def It pj Aeoglaration of Muntindies, If one in moaof Ne fallowing evvus (herein called "Events of Dcfaulf1 shed happen, Net is to may. (e) when samedebytheme&thedmand pmwdpayment ofshe intent on urY Bond when all e9 the same shell Baume due end payable; (b) if deftdt atoll M made by the City in the due and mounted payment of ds Ponapd of or seiemptiun premium, if my, on my Bad whn and as the same dull become due and payable, whether u maturity as domain exprneW or by ProceMir p for redemption; (c) if default shall be made by de City in the performance of any of de a®eanmo in wvmwb naluircd herein to be performed by the City, and such default shall have oommuW for a period of dxsy, (60) days after to City shall have ban elven mum in writing of so& deBdl by use Trustee; or (d) if the City shell file a pennon or answer accident amngemrnt m onerglin" tion under the federal bankruptcy laws or my ideas applicable law of dee United Stun of Ammca or my sate duster or if a count of compatnn jurisdiction shell epprave a Petition Hindi with or without she worms of Ne qty seeking tournament o. rtmgmionfion uMer dee federal bmlwpscy laws or any Other applicable low of the United Sores of Ammo or my state theme. or if under she provisions of my other law for the relief Or out of dcbsom my wort of compamt jurisdiction shill assume comedy or conerol of the City Or of tha whole or my substantial pm of its property; than and in and and every suds nm during dee condonation of such Evert of Default the hntee may. and upon the written request of the Hallos of not less Nov fifty-one parent (51%) in aggregate Principal armed of the Bonds dean Omsanding, shall, by mum in writing b the qty, it Principal principal of all Bolls then OotataMiag and she inmost maned therven to be due and Payable inunWMAY, and upon my sucit declaration the stun shall become due and payable, mrYNing worsened herdv or in the BOMB to dee consmy mmithsrmding. no Tout" shill prorPtly roti% all Holders of my such Event of lhfanit which re eontlnuing. Such notice shall include a refs ace an or a summary of the rips and amoties available to the Holders as se forth Karan This prevision, however, is subject to the condition than if u my turn a8er the Presn'pal Of the Bonds than OuooMing "I have bun w declared due all payable all before anY jud8ment or decree for Us payment of the money darshill love been obtained or mterrid den City shall desalt with the Trustee a sum sulficiw to cry at manned interest on all the Bonds and all trumped of the Bolls meaued prior to such declaration, wind interest at the rate berm by snot finesse on such ovmim intent all prinapal, all Ne reasonable expevn of Ne TnmtM and my td all other default leewn to the Trustee (other than in the payment of interim w and principal of the Bands due all payable solely by main of such daltation) shall have been ode god or cannot as Ne ma fmdon of the Trustee or Provision deemed by 0w tura wr�enno.ia 45 Trustee to be adegm4 shell have been made therefor, item and in may sed, mea Ne Holden of mm ]ma than fifty-one peound (51%) in Aggregate principal amount of goods than Outstandingby somen notice 10 the City and m dw Tmslec, may On behalf of the Holders of at the Bonds Ohm Outstanding resond and annul such declemtion and its consequmaa; but no such rescission and amulmmt dell mtmd to Or Shull affect my subs queot default of mal impair or eahaun MY right or powacomiquent theran. SECTION 8.01. Aoo11" ion of Fula UJIM Accd . All mortals in the acaamm and fiada provided in Sections 4.01, 4.03 and 4.04 upon the date of the declination Of Acceleration by the Trustee as provided in Section 8.01 ud all Promise (o0w then Reverses rn deposit in the R Lane Fund) thaafia c onvad by one City haeander "I he o mMiItcd u Ilre Trustee and AIR be applied by the Trina m the following order — pjg, to the payment of the cock and expense of the Trustee in providing for the deeluetinn of and Event Of Defau , Including rmee ndsh, compensation to its accomknts and counsel and my other outstanding fere and mprnas of me Tema, and then to the payment of Ne cock and raper11n of the Holden, if my, in carrying our the provi]ons of this article, including reasonable compensation m thew me a mods sed counsel; Sound b the payment of Maintenance and Operation Cost and I41d, upon preammMA Of the several Bordr, and the stepping thamn of me commit of the Peymmt if Only pmWly paid or upon the rorrarsdar thereof if fully paid, to the Paymml of the while amount Own owing and unpaid upon the Bards fw interest and principal, wird (10 the intent permittN by law) interest On the overdue intcom and principal or the ore home by such Bonder, and in ase such money shall be insmslfiuent to pay in full the whole aroouct m owing and urnpaid upon Oro Bond, dim m the payment of such morMat, wourio rod (10 me comms Pom mid by law) intent on Overdue Interco and principal without prefereaa or priority m aing and mumbet, principal and imvrent on overdue issuance and principal notably to the aggregate Of such interest, principal ud interest an overdue imcrest and prirwipa SECTION 8.03. loilbut ofLam1P .sed' by Tom Berm or more Of the Evmk of Defiult "11111111011 and be continuing, the Trumee may, and upon Ore wrimen west of die Holden of a majority in principal summed of the Burda men Ordoemtding and upon acing muchumBed to its add urian therefor, null, Proceed to protect or undoes its rights Cur the rights of %e Holdem of Bond undo this Inductors by a mit in equity, Or sctu n ] low, dour for ore spmific perforomee of my covmarl or agreenmt contained herein, or in aid of Its* amemml of any power barren granted, Or by mandamus Or other appropriate proceeding for the mforee of my other leg] or equitable remedy as the Trema ahuil dam most eBbctu] in support of my refits rights and duties hereunder. SE47f1ON R.N. No, -Was - Nothing in this article or in my other prevision hereof or u me goods shill affect or impair me obligation of the City, which in daolme antl mcotdition], a pay Ow interest on end prinupal of erre redeopfion premiums, if my, on ore Bonds he the respoadve Holders of to Bothe m the respective dales of immunity or upon prior redemption as provided hemin amosevely Ban the Reveose on emitted herein pledged far and "Fears. Ow wmzeaernmto 46 A waiver of my default a breach of duty or contract by my Holder shell not a w my suhaguent defnu t or hrmh of duty or ommot or impair my righty or remedies no my such subsequent dafaWt or breach of duty in mmme, No delay or omicron by any Holder W ex"dse my right or usually scenting spm any default or breach of duty in oombat shall affair my such fight in remedy of shall to moswed W be 8 waiver of my such default in breach of duty or embout or an "Wamam therein, and eery right or fully eonfared salon the Holders by this article may be enforced and macisd fin lime W tune and as often as shall be demand expedient by the Holders. If my action, Preceding or suit W edeas my right or exxis, my romedy, is abmdoaad, the City ad my Holder shell ha removed to their forma petition, rights and; rmedies m ifauch action, Proceeding n Suit had est bar brought or nban. SECrION 8.05, Action by Tmmo of A = -F Amy adim, Procaeding Or suit which my Holder shall have the right in bring to enWme my right ne rmdy, hereunder may be brought by We Truman for Bet goal benefit and pm[cetion of WI HOMM Wheat" or Out the Trustee is a Holder, and the Trico IS hereby appolmed (end thc successive Holders, by bkiug and holding the Bolds issued hemvda, mall be mmlusivelY damned in have So "Wal it) the the and lawful money -in -fed of the Holders for the furious, of bringing my suds notion, proceeding or suit sand for the Pupose of doing sad Performing my and all arts and 0dngs for and On behalfof the Holders n a Wan or Wassel as may be dvisabk or recovery in thaopirum Ofthe Tromso as mob mane iu_fam. SECTION 8.06. Rmd'm Not EMOSs a. No remedy herein confesrd WIN Of mMved W the Holders Is intended m be exelusivc Of my mum fully, and each such remedy shall In confutative and mall be in addition W every other rmedy gives baeaWer in now or berofter eaVatigq at law in in equity or by smtute Or Oberman and may be eaacisd wiatsm uAeuetieg suit without regard to my Olha remedy ennfmred by my law. SECrfON 8.07. Limitdon on Boedhaldm' Right . Sm. No Holder of MY BOW isMW himunda shall have ate right to bosoms my suit, notion or m i sin ing an law or equity, for my reedy under n upon this mdeneve, mien (A)such Holder shall have Previom1Y given to the Trustee wrhtm intim oftrooceu"anceafm Event of Default ea defined in Soden 8.01 kne oder (b) he Holden of at lee, a milmly in 8gguegme principsl mWmd of all the BOWS than O tss dna: shall have made wrfem request upon the Tama u, exacisa the powers hadMefrre ®anted or W h iM such salt, actim or Proceeding in its Own name; (c) said Holders shell ave tendered W the Twlo reasonable sourity, or maturity spam the rams, expenses; and liabilifiea m he iecused in m Plies with such request; and (d) ate Trent" mall have refused or omi,d of comply with such request for a Paid Of sixty (60) days eta M cu request shall have been rarivd by, and said tender of iWermity, shall have been made to, the Treace. Such amfimtio request, tender of indemnity, and refuml or omimm are hereby doomed. N every nese. to be condition preadmt W the exercise by my own of Bonds of my remedy h"eaWer, it being mdesWOd and mended dust "one Or mom Gwen of BOWS shell have MY right w my mann" whatever by has or their amim w arena my now mala that ]llamas, except in the mannan herein provided, and Out ell proceedings , law or is golly W oeswe.O"smste." 47 enforce any Provision of to Indenture shell be iruetthad a u, had mainuund in the meaner a hmet providnt W forthe equal bmcfit Ofell HOli m of the Oumtanding Bods. ARTICLE Of DEFEASANCE SECTION 941. D'acheraoffil (a) If the City shall pay or carve to he paid or them mall othmviae be ped to the Holden of at Ouepmding Bonds the interest Mamn ad the principal them( and the mimmilion ptmume, if my, thaern in the herw W M the manner snpuated helm W thereis, rhm the Holden of such Bonds shill cases t. be mfiBd M the pintge of end chege and line upon the Revenues as provide herein, W all agreemmO, mvama W other Obligations of Me aty re the Holden Ofanch BOOM beards shall thumpon marc, tionim e W become void and be distlmrgdd eservant. In such event, Me Tmmm shell cxecua and deliver to Me City all SUM isuhmnmG as may be .eomary or desinblc to evidence wet discharge W rode(action, and Me Trustee shell pay ova or ddiva to the City ell money or eecmitis held by it puaumt haemo which ver net require for the payment of Me interest an W principal of ad redemption prmdums, if my, an wrh floods m for the paym e, of my (ere W aspmses of Me Twmm which ver then due W remuv unpaid. (b) Any OutgwWMg Boma I prior to Me matinly data or redemption dmc thereOf be dmmd to ave been Paid within the meatdvg of and with the effect expand in subaeaion (a) of this secrim if (I) a we my of such Bode are to be Mammal on my dem Polar to Mer nabaity datS the City shill have rOven to the Trallee in form satisfactory to it inevoubic imha a provide room in wmdmm wiM this Idmttve, (2) Mee shell have been deposird with the Trtmd, either (A) money, e an mount which "I be sufficient or (B) GOvavmmr Sa nitim which are We subjmq m rednnpnm prior M maturity, (i sefie ng my such OO mm Seauritiw issued or held in book-mry form on the hooka of the City or the Tmcesury of Me Uoitd Straw ofAm Mce), to internit on and principal of which when paid will provide roomy, which, togahe with Me monry, if my, depirrod with an Trusroa a Me same nine, shah be sufcim, in Me opinion of an independent Curiae Public Acmmrant, to NY "an due the interest or become due on such Bods on and prior b Me msterity, date or rtdampnOM dune Mareuf, AS the case may be, ad to principal of W mdmtption increases, if MY. on such Bonds. and (3) in the event such Bonds on not by their tecta m Weer to meantime. Will Me next sumading story (f4) den. the City shall have ®vel to Tome in form aenshemry to it bmauble imbuctions to mail as men Is practicable, a notice to the Holden of web Bands they Me depodt VaNimid by choose (2) above has been mde with Me To mce W Me Inch Bods ere Maimed to have been paid in mimaince with Most section and mating to minority date or nmmeptim Mme spec which money is or be available for Me payinmm of Me Principal ofaal rdmpnon pmniums, if my, an such Bods. SECTION 9.02. Umleimad Mone.. Anything emotional herei. to Me omtrey mmwithimiang, my monry, held by Me Twmes in mut fns Me payment W darhmge Of MY Of the Bede mr1kh r omius unchained Jbr we (2) yeah Am the done when such Bands have beano due W payable, either m their scant inatsity, dams or by cell for mdmption prier Omweaoss71110.10 m maturity, if such money was hold by the Trash at satin dam, or for two (2) years after the date of deposit of with money if deposited with me Tiones after the daze wban soon Botha bave became the and peynble, shall be repaid by the Trate to the City a its ebmhm property fru from Treat, and the Tin sra adult thereupon be released and discharged with respect thertse, ak me Holders shell and look to the Trngce for thin payment of mobs Bonds; provided, however, That before being ugerod in make my such payment to the City, the Torsion may, and at the request of the City shall, at the "Pim of the City, cause b be published once a week for rear (2) orwessive wake in a Financial Newspaper of gained circulation to San Ftmeiseo and in Loa Angeles, California and in ted nine or a annular Financial Newspaper of gencrd circulation in New York, New York a mortice that mah money ru nded mounted] and That, after a date named th milt Damon, which dem shall not be las than thirty (30) days after the daze of The that PubliemoD of such such retia, the balms of such money thin unclaimed will he mention in the dty. ARTICLE X MISCELLANEOUS SECTION 10,01. 1 iabgfty of Citv United W Revenues, Norwitlatmdiog anything Widened hams, the City shell and be reversed, Obligated in liable to edvutce my money derived liars my pence Other than the Borodino as pmwdW broom for the payment of the man on or principal of in redemption premiums, if my, an the Bonds or for the perfmmma of any agremmmu or wveama heron wntnined except m ser forth in Sandt"O 5.16 and 6.01. The Ciry may, howover, advance fads for any such proposem lunges such funds me derived form a mora legally available for such purpose without iemring an indebtedness. The Bond; sen limited obligation of the City sand she payablo, as m interest therao, principal thmmf and MY premiums upon the redemption of my therm[ eaclummly Gam me Revenues As provided humin, Out The City is and obtipmd in liable to pay than amount Gosh the Revenues. All Out Banda am equally second by a pledge of and clarge end lie upon me Revmua, end the Revenues criminal. a truer fund for the secmity and paYmeat of the interest on and principal of and redemption premiums, if any, an th; Bootle as pmvidd humin. The Bands are not a debt or a pldge of me faith and uWit of the City, the Smm OfCelilbmla or my of its Pennant wibdiviaom, and neither me City, said State tar my of its politial wi ichiri am is liable muton, nor in my ever shall the Bonds be payable out of my funds or properties Other thm moa of The City as Provided Man. The Bid do Out conso me an mdebtdneu within me meaerng of my normaresional or anammty limitation m momiWon. The Books shell not dimerlY or idimcrly or wmingmOY obligate the City to levy or pldge my from Of mxmion whosoever therefor or to make my appropriation for payment of the Bonds Gam my ford; other than thc Reverts. SECTION 10.02. Double f the Lodliquare Limited W Porti . Nodaing wntained hertin, expressed or implied, is imeded m on ®ve m my porion other dme City, the Trusmeendthe HoldenmYnght=a Ymeleimudaorbyot+ huwf. MYegrummtm women required bean in be Permmmed by or on behalf of me City or my member, offiner or ernp hien domed $111111 be fm to sale and exclusive benefit of me Tmatos, and the Holders. oxs wazmmnmio SECTION 10.03. ;h�eam 4 Deemed Included In All Ref T Prgiece m - Whenever herrn anther 0u City or any member, officer or employee thereof or of the Stem of California 4 homes! or refected to, such refvma shall be deemed m include Ne succeaor m Ne Iowaa. duties and Rectums with respect m the pmjcd Out ere presently vodd N the City or such member, officer or empmyee, ad all agre"menty and nevermore aquhed hereby on be performed by or on behalf of the City or, any member, agar «employ« this«f shall bind and inurt an du benefit of this respective sucmaors thereof whether so osprmssd Or not. Similarly, whmevef the Trustee 4 ne or referrd m, such reference mall be decreased to include a suaessor Trust« appointed pursuant m Section 6.01, aM JI dwiq agreements and covenants; required hereby to be Performed] by or a behalf of the Trustee shall bind and benefit each successor Trustee whether Or mot expread n my document appointing the successor Trustee. SECTION IO.a. ExecuOm of DougErents by Hold Any dalaratiom, request Or other instrwmnt which is pemit(pd ne agwrd herein to he aeculed by Holders may be in one m Rowe mrP"nen4 Of similar tenor wed may be "sound by Holders in Income "by their attorneys appnntad in wnOng, the fact rad data of the ememon by my Holder or his momey of any declarsie, request " other instrument or of my writing ypomting such mommy may be proved by the coordinate of my rotary public or other of nta authorized m make Wknowldgments of dead; to be recorded in the sem or territory in which he Imports to set that the lament Jgdng such declaration, rrquem or other momentum. or writing ackxwwldgd to him the umrtion Osermf, or by an Jfidont of winners of and eseaee duly mom to before such nonny Public or other offiar. The ownership of any Bonds and Ne amomh matmity, number erred dew of holding the same maybe proud by the registration bonds Mating the Bequest at the Office of the Trustee. Amy declaration, request of Other comment or writing of Na Hold" of my Bed shall hind all f dna Holders of such Scroll with rapes to anything done or suffered to be done bytlte Cityingood4iWandior mmcethertwiN. SECTION 10.05. W f_ person 'ay'I' No member, officer or employee of the City slip be individually" personally liable for the payment of the interest not "Principal of Or mdempfim premiums, if any, on the Bases by reams of their iaumnce nor shall they be coividmlly of paanudaccountablely liable Or accountable by reason of the issumue of the Bede; but nothing herein command shall relieve my such member, officer or "Joyce from nne Perfotmmm Ofmyoffiaal duty provided by my Vpliable prelfter s oflow Or hereby. SECTION HIM. AcguiBurom of Itands by a . All Bonds acquired by the City, whether by Purchase " gift or otherwise, shall be surrendered to Ore Trounce for cana0ation. SECTION 10.07. Dmwg m of C_agaIld Border Whenever in this mdmtrae PODAMM u made for the surrender to or cancellation by We Trustee of my Bondy, the Tromso abet canal and destroy such floods and deliver a c"tificam of such canecla ion and deareadm m tlu Ci1Y. The City agrees m rcntbur« the Trim« for ms4 insured in mmec0on mW my miaofilmivgormeking ofa peemanat read rtlating therenn. Oawrzwmrryw 50 SECTION IO.M. Content of Cont =•Y. Bvery Certificate of the City wish respect m compliance with my agmemenh condition, covenant or pm nsom provided heroin Shall include (a) a Simmons that the person or persona mating or giving such ceroficate have mad ash a8ecment modfliM covment of pm isran and the definitions heroin relating thereto; (b) a brief statement as to Om nature and senpe of the examination or investigation upon which the sumements mntsined in such certificate me based (c) a aawnmt that. in the opinion of the signes, they have made or caused In be made such exammotion or imembetion u is necessary W enable them to express an milomaed opinion as m whether or not soch agreement, condition, mvment or provision hu been camplied with; and (d) a stamaent m On whethor, in the opinion of the signers, such agreement condition, covenant or provision has been complied with. Any Cmifieae of the City may be based, mcofor as is rebates on legal mattes, upon m Opinion of Conrad tetlm the person making or giving mrL certificate (mows that the Opinion of Comwel with respect m she mattes upon which his certificate may be basad, as miaaamtd, is momma, or in she exercise of reasonable care should have known that the same was momma. Any Opinion of Compel may be based, insofar m it relates m festal matters information with mspas 10 which is in the pousmion of the City, upon u representation by an officer or offices of she City unless the mm o «carting such Opinion of Coup 1 kemws dad e tapnmenation with respect to she mattes upon which his opinion may be bead, as aforesaid, u shamnm n, Or in the exorcise Of reasonable care should have known that the sane wan armaments. SECTION 10.09. n bl�f m c W My publication raluird m be made hereunder for successive weds in a Financial Newspaper may be made he each unease upon my Business Day of Inc first w t cast need ant be made on the sane Busioear Day of my sucading weak Or in the sans Financial Newspaper for any subsequent publicafion, but may be mule on different Business Days or on diffcmnt Financisl Newap spent, as the cue may he SECTION 10.10. AMMIS and I=&: Business Dow. Any account or fund repaired herein to be cnablishd end maintained] by the Trudm may he established and m drommd co in the acunting records of the Tmsme either as an account or a fiord d, amay, for the pmp0ra of such accounting records, anY audits thereof and my reports or statem statements with respcer thereto, be muted sinner as an account or a fend; but dl such records wish respect to ad such smoatu and Sunda shall at all tomes be malmaivd in Accordance with the Rebar Certificate and sound accounting porcine and with due regard for the protaliun of the security Of the Bads cad the rights of the Holders. Any action switched to occur hereunder on s day Which is not a Bunnies; Day shall be matched to 00000. on the coal m owabng Buimes Day, SECTION 10.11. Article and Section Hastings end gjointasess. The headings or fides of the aweral articles and sections hamf and she table of coolants appendd hemi shall be solely for convm encs oftain encs and shall not offal the mmdng, cmosomcnem or effect hereof. All mfernco beclo m"Artitla;''Smtiotu" and other suhdiviaiom m clauses, arc to the cormapoming articles, sections, mbdivi4ona or clause hereof; aad the words I herabY." "herein," •dueneW "hereto;' "had swlk" "hereuMer" aother words of Arcola mpost refer to the Indeame as a whole ad rte to any ismocalar article, section, mbdiAsion or choose hereof. eau W=16041390 10 SECTION 10.12. Partial Inva idity If any One or more of the a®canents Or mvauou or portions Namf resulted he Ly bbepafotmM by Or On the part of Ne City or the Tonneau shall be tummy, to law, Nm such epmnmt or agmanmu, such Wmtmt or oavmanm or arch portions thereof shall be mill and void and shall be deend scpasble from the cournm ing agrainents and covenants or I mtiem Nermf and shall in no way effm the validity hereof or of the Bonds, and the Holders shall moon all the benefit, protection and recunty afforded to Nan underanyapplicmblepmvisionsoflaw. The City and Ne TruHa hereby declae But Neywould have executed ad delivered to Indmtum and curb end every none, ande section, pasgraph, subdivision, smarue, clause ad phmse hereof and would have amnmizol the issuance of the Bonds pursuant home irtespecove of the feel Out my one or more articles, sections, pasgaplu, subdivisiom, seate¢s, closes or phrases heeof or Ne application thereof to any person or Commoanm may be held to be unconstitutional, unenforceable or invalid SECTION 10.13. Exawtion in Several Coumcrnatfe. This ind®mrc may he accutd in any number Of counturnme and each of eucb counterparts shell for all puryoss be dsvnd to be an anginal; and JI such wumetporu, or s many of Berm m Nc City and the Trustee shell preserve undswyed, shall weather come mac but one and the More nournoent. osw.rsmsmarsuis 52 M WITNESS WHEREOF, the CITY OF FRESNO hes caused this Indenture to be signed in its nems by its Contmlla and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in tokm of its acceptmm of the c u ns coasted hennoda, las mused " Indamre In be missed by one of the offioas thaeunda duly authouzed, 0 a of the day end year fist above ariem. CITY OF FRESNO TBE BANK OF NEW YORK MELLON TRUST COMPANY, NA, as Tmetee By AWMsized Officer m almasesesm IN WITNESS WHEREOF, the CITY OF FRESNO has "used this Indmnve W be signed in its name by its ControEa ad TBE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a takm of its mcePtmrc of the tn6ts crested he a *r, has "used this hWcntme m be signed by one of the officers dtaeada dWy euthxdm . au m of the dry and yam fust above written. CITY OF FRESNO By Cmhoua THE BANK OF NEW YORK MBUI N TRUST COMPANY, NA, as Thede By AnWmizd Officer aowmvusmn cly 1p FR REPORT TO THE CITY COUNCIL AGENDA ITEM NO, 9:OOamA COUNCILMEETING' June302011 Jurre 30, 2011 P FROM: PATRICK N. WIEMILLER, Director Depadment o1 Public Utilities BY: MARTIN GUERIN, P E, Assistant Director Depadment of Public Ulilitles— Water D'ivisi SUBJECT: APPROVAL OF THE FOLLOWING ACTIO 5 RELATING TO ACCEPTANCE OF A Wr000,000 SAFE DRINKING WATER S TE REVOLVING FUND NO INTEREST LOAN THROUGH THE CALIFORNIA DEPA MEW OF PUBLIC HEALTH FOR THE CITY OF FRESNO WATER METER RETROFIT PROJECT I . ADOPT RESOLUTION AUTHORIZING THE DIRECTOR OF PUBLIC UTILITIES OR HIS DESIGNEE(S) TO SIGN FUNDING AGREEMENT UNDER THE SAFE DRINKING WATER STATE REVOLVING FUND AND TO APPROVE CLAIMS FOR REIMBURSEMENT AND TO EXECUTE BUDGET EXPENDITURE SUMMARIES AND TO SIGN CONTRACTOR'S RELEASE FORM AND TO SIGN THE CERTIFICATION OF PROJECT COMPLETION; AND DEDICATING DEPARTMENT OF PUBLIC UTILITIES REVENUES FROM USER WATER RATES, FEES OR CHARGES AS THE DEDICATED SOURCE OF REVENUE TO REPAY SAID LOAN 2. APPROVE THIRD AMENDMENT TO AGREEMENT WITH VALI COOPER AND ASSOCIATES, INCORPORATED FOR ADDITIONAL CONSTRUCTION MANAGEMENT SERVICES AND TO MAKE APPLICABLE THOSE REQUIREMENTS OF THE FUNDING AGREEMENT UNDER THE SAFE DRINKING WATER STATE REVOLVING FUND MADE APPLICABLE TO CITY CONTRACTORS FOR THE WATER METER RETROFIT PROJECT 3. APPROVE CONTRACT CHANGE ORDER WITH VULCAN CONSTRUCTION 8 MAINTENANCE, INCORPORATED FOR INSTALLATION OF METER BOXES, TO MAKE APPLICABLE THOSE REQUIREMENTS OF THE FUNDING AGREEMENT UNDER THE SAFE DRINKING WATER STATE REVOLVING FUND MADE APPLICABLE TO CITY CONTRACTORS FOR THE WATER METER RETROFIT PROJECT A, APPROVE CONTRACT CHANGE ORDER WITH VULCAN CONSTRUCTION a MAINTENANCE, INCORPORATED FOR INSTALLATION OF METERS. TO MAKE APPLICABLE THOSE REQUIREMENTS OF THE FUNDING AGREEMENT UNDER THE SAFE DRINKING WATER STATE REVOLVING FUND MADE APPLICABLE TO CITY CONTRACTORS FOR THE WATER METER RETROFIT PROJECT 5. APPROVE CONTRACT CHANGE ORDER WITH WEST VALLEY CONSTRUCTION, INCORPORATED FOR INSTALLATION OF METER BOXES, TO MAKE APPLICABLE THOSE REQUIREMENTS OF THE FUNDING AGREEMENT UNDER THE SAFE DRINKING WATER STATE REVOLVING FUND MADE APPLICABLE TO CITY CONTRACTORS FOR THE WATER METER RETROFIT PROJECT v,®ndlmnnmmw ma t,t� TO THE CT' COUNCIL rvolving Fund Low Interest Loan, Residential Water Meter Retrofit Project 2011 e. APPROVE CONTRACT CHANGE ORDER WITH BADGER METER, INCORPORATED FOR SUPPLYING OF THE AUTOMATED METER READING SYSTEM, TO MAKE APPLICABLE THOSE REQUIREMENTS OF THE FUNDING AGREEMENT UNDER THE SAFE DRINKING WATER STATE REVOLVING FUND MADE APPLICABLE TO CITY CONTRACTORS FOR THE WATER METER RETROFIT PROJECT Staff recommends that the City Council. 1. Authorize acceptance of a Safe Drinking Water State Revolving Fund (SDWSRF) No Interest Loan through the California Department of Public Health (CDPH) for the City of Fresno (City) Water Meter Retrofit project in the amount of $40,000,000 ($40lil for a term of twenty (20) Years at an Interest rate of zero percent (0%). 2. Adopt a resolution authorizing the Director of Public utilities or his designee(s) to sign the funding agreement under the SDWSRF and to approve Jaime for reimbureement and to execute budge expenditure summaries and to sign control release forth and to sign the certRcation of project completion; and dedicating Department of Public Utilities (DPU) revenues from user water rates, fees or charges as the dedicated source of revenue to repay said loan. 3. Approve the third amendment to agreement with Vali Cooper and Associates, Incorporated for additional construction management services and to make applicable those requirements of the funding agreement under the SDWSRF made applicable to CM contractors for the Water Meter Retrofit Project. 4. Approve contract change order with Vulcan Construction 8 Maintenance, Incorporated for installation of meter bores, to make applicable Mose requirements of the funding agreement under the SDWSRF made applicable to CRY contractors far the Water Meter Retrofit Project. 5. Approve contract change order with Vulcan Construction 8 Maintenance, Incorporated for installation of meters, to make applicable Nose requirements of me funding agreement under the SDWSRF made applicable to City contractors fix the Water Meter Retrafit Project. 6. Approve contract charge order with West Valley Construction, Incorporated for installation of meter boxes, to make applicable those requirements of the funding agreement under the SDWSRF made applicable to City contractors for the Water Mater Retrofit Project. ]. Approve contract change order with Badger Meter, Incorporatetl for supplying of the Automated Meter Reading (AMR) system, to make applicable those requirements of the funding agreement under the SDWSRF made applicable to CRY contractors for the Water Meter Retrofit Project. 'E SUMMARY Upon invitation by the CDPH. the City returned a Statement of Intent on October 13, 2010, expressing its interest in submitting an application for funding under the COPE! (Category 'H') — SDWSRF Low Interest REPORT TO THE CITY COUNCIL State Revolving Fund Low Interest Loan. Residential Water Meter Retrofit Project Loan', 2010-2011 Construction Crier'11 Fundind Program Standard SDWSRF loan terms are typically for a Period of twenty (20) years at one-half (1n) the State bond rates. The purpose of the SDWSRF loan is to prevails a reduced cost funding alternative for the City's Meter Retrofit Project while affording redirection of available revenue to meet current fiscal budgetary challenges. On February 10. 2011 Council authorized City to submit application for $30,000,000 ($30-M). During the application review period, the CDPH found the City to be eligible as a Disadvantaged Community and as audit, project funding was converted to a no-imerest (0%) loan. As the total remaining estimated proper completion costs were found to be approximately $51.4million, the funding offer was increased to $40,000.000 ($40-M) and an additional availability of $11.4million for potential future Oscal funding. To realize me significant benefds offered through thus usual $40-M, no -interest funding opportunity, the funding agreement must be approved and signed by June 30, 2011, in meeting the SRF funding program In 201 California passed State Assembly 911 614 (AB 514). AS 514 requires'urban water suppliers" who receive water from the federal Central Valley Project (CVP) through existing United States Bureau of Reclamation (USBR) water serves contends, to install water meters on all residerroal service connections on or before January 1, 2013, Currently, the City maintains a contract for 60,000 acre feet of surface water every year from the CVP through the USBR. Failure to install these water meters by the noted date will result in the lass of this contred and a viral water supply. This Assembly Bill further states that water metering and volumetric pni are among the mosl'efficient water conservation tools Installation of residential water meters is a necessary 'first-stepwater conservation measure. which is anticipated to reduce City-wide water demand by 15 percent (15%). As groundwater currently provides approximately 86% of the City's potable water, combined efforts related to conservation and expanded treatment and utilization of contracted surface water for potable use, are imperative to ensure sustainable water supply resources to meet an ever-grovang population Was The Federal Safe Drinking Water Act (SDWA) Amendments of 1996 authorized the creation of a SDWSRF Program. Every three years the United States Environmental Protection Agency (USEPA) caMucts a, 'Drinklnd Water Infrastructure Needs Survey and Assessment' to evaluate capital improvement needs for public water systems. SDWSRF program goals re0 ed both federal and state legislative Intent to provide funding for flee construction of technically sound drinking water Infrastructure projects, which encourage energy efficiency and water conservation measures, According to the SDWSRF Loan Program Intended Use Plan. loan terms are typically for twenty (20) years at one -hall (1l2) the State Bond Rate (typically less than, or equal to 2.5%). Energy efficiencies and anticipated water conservation results from me City'a Meter Retrofit Project were idemlffled by the CDPH as having a high ranking potential for funding under the CDPH (Category 'H') — SDWSRF Low Interest Loan 2010-2011 Construction (Tier 11 Funding Program- As such, the City was invited. and responded with a Statement of Intent on October 13. 2010, expressing its Interest in submitting an application for funding. On February 10, 2011, Resolution 2011-10 was approved by Council authorizing submittal of a funding application for $30-M. The City was informed on February 15. 2011, that sufficient information had been submitted and a detailed application review would be conducted On March 10. 2011. near completion of REPORT TO THE CITY COUNCIL State Revolving Fund Lav Interest Loan, Residential Water Meter Retrofit Project June 30, 2011 Page 4 application review, the Qty was informed that Me fundable amount offered through this loan program could be increased to $40-M with an additional $114million available for future fiscal funding. SDWSRF loan funtling wilt provide a financial avenue to Initiate City-wide conservation projects to reduce water demand, ensure the safekeeping of vital contract surface waters which can be used to supplement and restore overused groundwater resources, and afford reallocation of available revenue to meet currant fiscal budgetary challenges (a proposed scenario for the reallocation of funds based on receiving the loan Is attached to this Report). The Residential Water Meter Retrofit Project began with funding criginatlng from bons issued In February 2010. It is Planned that the SDWSRF ban proceeds will replace these ben funds In the amount awarded and the replaced bond funds will then be redireded to fund other critical projects for the Water System. The acceptance of this SDWSRF loan presents an alternative to existing options, significantly ministering rimed and future impacts to the City's five-year rate plan, and its long-term financial effect to ratepayers. The current budgetary fads and options related to acceptance of this SDWSRF loan are outlined and summarized below: On March 31, 2011, and in -lieu of City-wide efforts in conjunction with the Cy'a Utility Advisory Committee (UAC), development of an approved five-year FY12-FYI6)rate plan was delayed Thereafter, an approved rate plan was anticipated to be developed by Odder/November (2011). It Is now anticipated that rate plan development may be further delayed to January 2012, or later. Adoption of the UAC mile plan scenarios would provitle full funding for this loan and the loan would effectively allow funding of some projects included In the UAC plan at a reduced rate. Whether the loan is accepted or not operation and maintenance (O&M) costs have risen substantially In Me FY12, which were not a part of the rate model used to create the UAC proposed plan, which will require additional funding of approximately $t$ -million beyond the current rate funding level, so whether the SDWSRF loan Is accepted or needed, water rates will need to be increased! In FY12, or O&M Cuts will need to be made. This situation precipitates three consequential budgetary scenarios related to lean acceptance' Accept The Loan: Consequences will result in one of two outcomes based on the FiveYearWater Rate Plan decisions. 1. Accept Loan -wth rate increases • In order to avoid dire Impacts, the Administration. Council, and ratepayers will be required to. provide at least some minimal rate increases over the next five-year period to controls additional O&M costs and the debt repayment of the Uri loan These minimal five-year increases are anticipated to be approximately. o >% in FY12 (almost half of this y% Increase will be needed to cover current O&M Increases in the Fri budget whether the loan is accepted or not) 0 2%peryearin FY1316. Existing commitments beyond the O&M costs mentioned above will require some torte of financing over the next fiveyearsin spite of any CIP approved plan (i.e, $19 -million ($t&M) USSR "Repayment Contract" -required repayment by January 1, 2014) RT TO THE CITY COUNCIL Revolving Fund Low Interest Loan, Residential Water Miller Retrofit Project 0.2011 Potential reallocation and utilization of bond, or pay-as-you90 funding for the USSR Repayment Contact at a substantial savings. The $19-M USER Repayment Contract mentioned above was planned to be financed at apProwmetely 5%, it could he effectively funded at 0% interest, saving approximately $10.million. 2. Accept Loan—without rate increases: Cuts of approximately $3.5-million/year will need to be implemented In the Water OW budget. ($1.5-mlllon for O&M coat increases and $2 -million for debt payment) • These Operations and staffing cuts will have severe detrimental effects related to a. City Master Environmental Impact Report, Urban Water Management Plan RJAMP). Metropolitan Regional Water Management Plan (MRWMP) Compliance b. Operational Efficiency c. Level of Service d. Energy Costs e. Groundwater Resource Management I, CVP - Best Management Practice Compliance 3. Do Not Accept The Loan' Consequences are as follows: • increased rates in the future to cover additional financing Costs of the interest savings that would not be recelved from other funding sources. • Reduced spending on system improvements in terms of meeting goals outlined in the UWMP, MRWMP, and replacement of me aging distribution infrastructure. • Loss of approximately $23 -million in interest savings to our ratepayers for work that will eventually need to be borrowed for other projects at potentially higher future rates. riffs SDWSRF loan would be repayable from DPU revenues, eonsisting of user water raise, tees, and :barges. Throughout the life of the SDWSRF loan, the City must maintain a dem coverage ration of 1 25 "Rate Covenant'), meaning net revenues from the water system must equal 125% of the total debt service payable from water system revenues. This calculation will include revenues generated by future rate ncrener the SDWSRF loan would be a partly obligation of the 2010 Water Revenue bonds Pursuant to the 2010 Nater Revenue bond Indenture, Issuing an additional Pally obligation requires a Certificate of the City, Rrtlfying that projected net revenues fmm the water system over the next five fiscal years equal at least 125% of dam service payable from water system revenues. However, unlike the ongoing Rate Covenant, this edification cannot rely upon future rate Increases that have not yet been approved by Council (including any tppllcable Prop 210 process). Therefore, the projections must be based on the hypothetical scenario with no ate increases for the next five years, which would necessitate cuts to operations and staff, as descnbed In icenario 2 above. Approval of this no -Interest SDWSRF loan will ultimately Provide significant ratepayer savings, and a. 'Pay less naw" pathway, in -lieu of a, 'pay more later consequence. REPORT TO THE CITY COUNCIL State Revolving Fund Law Interest Loan, Residential Water Meter Retrofit Prosect June 30, 2011 Page SDWSRF Funding Agreement has been approved as to farts by the CDPH attorneys. Subject to City nay's Office approval, me Funding Agreement, Rasolutlan and related documents will W signed by the odzed representatives and Processed accordingly. ENVIRONMENTAL FINDINGS Residential Water Meter Retrofit Project has already been environmentally assessed, An environmental ssment was completed and a Negative Declaration Ffil was adopted by Ne City Council on June 24, with a Notice of Determination subsequently filed with the Fresno County Clerk's Office. The faster of meters related to this Bens was included In the NO Project Description and was environmentally used in the indial Study resulting in a finding of an ND. Therefore, all necessary, environmental review red by CERA has been completed for the installation of water meters as contemplated by this dem. The current FY12 proposed budget Is based on the UAC proposed five-year water rate plan, which includes a rete Increase of 15% for FY12. The FY12 proposed budget also includes $1 5 -milli in additional O&M expenses, which were not included in Ne UAC model and will need to be addressed whether the SDWSRF loan is accepted or not. The proposed SDWSRF loan will W repaid from pledged Water System revenues. The annual debt payment Will be $2-millionl year for 20 years. There will be no impact an the General Fund or other City finds. The DPU is currently conducting a five-year rate study to develop recommendations for rates that wilt adequately fund the Water System. Since 0 would be an idpated that this loan would provide a means to reallocate funds to other projects currently included in the UAC plan, the net affect of this loan on the proposed five-year water rate plan would be to allow reallocation of 2010 bond proceeds to W used as a spume of funds and to reduce costs for the UAC proposed project list off -setting the $15 -million In increased O&M expenses In the current FY12 proposed budget. The final rate study, with findings add recommendations, will be presented to the City Council far approval. N Bre next five-year rate plan does not Include minimal rate increases over the next five -years (9-2-2-2-2 percent), then substantial cuts will have to W made depending on the proposed rates In the approved plan. The cost would include approximately $1.5 million for added OSM costs currently in the proposed FY12 budget and the $2 million to satisfy the debt service and the 1.25 Rate Covenant for the $40-M SDWSRF loan. The funding agreement requires a Federal wage audit and retroactive payment of Federal Oavis-Bacen wages going back to October 30, 2009 and going forward. It is anticipated Bre retroactive costs to the Project will W approximately $1 Smillion In additional retroactive labor cosh and another $1.5 -million In labor casts to complete the project This $3 million in additional labor costs is reimbursable with proceeds from the $40-M loan. After the $23 million of interest savings and these additional labor costs, the estimated net savings to rate payers achieved by taking the SDWSRF loan Is approximately $20 million. Scenario Summary Qty of es •rxy FRESN�jf DEPARTMENT OF PUBLIC UTILITIES�� June 30, 2011 asrawtM,aa..,ads„a� Substitution Projects Funding Scenario Summary State Revolving Fund No Interest Loan Residential Water Meter Retrofit Project substitution of Meter Project Bond Funds wish Nc4nterest Loan Funds—The meter project is currently fully funded in me 2010 Water Revenue Bond A-2 Fund. To facilitate expenditure of the loan proceeds, a new State Low Interest Loan Fund would be established and $40.0 -million In meter project expenditures would be transferred to this fund This will free up $40,0 -million In the 2010 Water Revenue Bontl A-2 Fund, which can then be used to fund Other Capital Improvement Projects (CIP'it. Per bond counsel'Capital Expenditures means a cost of a Project that Is of a type property chargeable to the capital account of Me 2010 Pmject under general Federal income tax principles. Generally, Capital Expenditures are costs to acquire, construct, or improve property, or to adapt me property to a new or different use. The property must have a useful Ills longer than one year. Capital Expenditures do net include operating expenses of the 2010 Project or Incidental Or routine repair or maintenance of the 2010 Project, even if the repair or maintenance will have a useful Me longer than one year - Sere neat section for a deacnptlon of how t0 scllhate the payment of the Central Valley Project (CVP) 91) contract through a proposal t0 substitute. Water Enterprise Funds. I $40.0- Million In Available Project Transfen 1. $19.0. Million CVP 913 Contract— On December 10, 2010, Me City of Fresno (City( and the United States Bureau of Reclamation (USER) entered into an Agreement (CVP OD Agreement) for the City to Pay off Me capital component of the CVP cost of service rate for contracted water delivery by January 31, 2014. By di this debt, the CM will receive a contract for water service delivery in Page 1 perpetuity (contingent upon metal other requirements of the Agreement). Per bond counsel, me CVP eD Contract cannot bB funded with bond proceeds because it does not meet the requlrements for a Capital expenditures as It is not a physical asset. Therefore, it will need to be paid for from the Water Enterprise Fund. To accomplish this. It Is proposed that $16.0 -million In currently proposed Projects be transferred from the. Water Enterprise Fund CIP tome 2010 Water Revenue Bond A-2 Fund This Will free up $16.0 -million for payment of the CVP 9D Contract directly "in the Water Enterprise Fund. 1. Exchanging 5% for 0% for this cd0cal financing securing our USSR contract—The interest cost for issuing bonds b obtain $40.0-miltion in construction funds ($420 -million fetal Issuance was) World the an estimated $40.0 million based on a 30 year term at 5.0%. 2. Cannot bond fund directly. See shove for discussion of how to fund the CVP 9D Contract. I Additional Projects Related d an initial $40.0-m1lllon loan, and orae year project completion 0meline, other essential CIP projects that may be considered in meeting Projected future demand (Urban and Me" Plans) are listed below: PROJECT AMOUNT 1. USBR 9D Contract Agreement has been executed (Final payment to be in Jan. 2014) CEQA is complete $i6M 2. Chestnut Pipeline $6.17M To be completed by November 5. 2012 CEQA In process (should be done midway through FV12) Pipeline Replacements AMOUNT 3 Bullard B Millbrook Pipeline Replacement $2.3M In process 4 Fig Garden Pipeline Replacement (NIO Gettysburg) $2.3M In process —CEQA to be done at bid award Page 2 5 Howard Heights Pipeline Replacement $37M 6 Co. WaVaMorka District Pipeline Replacement (Butler B Fewlar) $2 6M Wallets -end- Total Alternate Projed Cost bating: $40.6M Page 3 PS56A CEOA Oona (have prop") $0.75M 6 PS238 CECA to be done (have property) $0.75M 9 PS345 CEOA Done (have property) $0]5M 10 P515B CEPA Done (have property) $0]5M 11 P52WA CEOA to he done (n9 property yet) $0]5M 12 PS52A CEOA to be done (no property yet) $0 75M 13 PS60A CEOA to be done (no property yet) $0]5M -end- Total Alternate Projed Cost bating: $40.6M Page 3 Jurre 30, 2011 RECEIVED Crutch Acoplon: 06130/11 Mayor Approval: TO: MAYOR ASHLEY SWEAREN M �j'� JLN 30 PM I: 20 Ov�vi deR gl. FROM: REBECCA E KLISCHI CFAC CITY CI FRH. FRESNO Ci Clry clerk SUBJECT: TRANSMITTAL OF COUNCIL ACTION FOR APPROVAL OR VETO At the Cannot meeting of OOI30111, Council adopted the attached Resolution No. 2011-141 entitled Authorizing Dir of DPU ra: accept loan of S40 million from Safe Drinking Water State Revolving Fund, user water rale, fees or charges to repay loan, Item No. 9:00 a.m. A.I. by the following vote: Ayes Baines, Forgoes, Quintero, Westei Noes Olivier Absent Xong, Brand Abstain Nene Please indicate either your formal approval or veto by completing the following sections and executing and dating your action. Please file the completed memo with the Clerk's office on or before July 11, 2011. In computing the ten day perfect required by Charter, the first day has been excluded and Me tent day has been Included unless Me 1 O'" day is a Saturday. Sunday, or holiday, in Micro case it has also been excluded. Failurebfilethisplook ith the Clark's office within the required lime limit shall constitute approval of the ordinance, resolution or acfion, and It shall take affect witout to Mayor's signed approval. Thank you. APPROVED: VETOED for the following reasons: (Wdden objections are required by Charter: attach additional sheets If necessary) A Dii3O�f Ashley Swearb gin, Mayor COUNCIL OVERRIDE ACTION: Date: Ayes Noes Absent Abstain